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2007-073A/B (2)
1856522 RECORDED IN THE RECORDS OF JEFFREY K BARTON, CLERK CIRCUIT COURT INDIAN RIVER CO FL, BK: 2182 PG: 109, 07/06/2007 12:59 PM DOC STAMPS D $22680.00 Conservation Easement (Conservation Easement I — East) THIS CONSERVATION EASEMENT ("Conservation Easement") is given this day of Lo L- y 2007, by Ranch Management Consultants, Inc., a Florida corporation whose mailing address is 695 SW U.S. Highway 1, Vero Beach, Florida 32960-2187; P. O. Box 2187, Vero Beach, Florida 32960 ("Grantor") to Indian River County, a political subdivision of the State of Florida, c/o Community Development Department, 1840 25th Street, Vero Beach, Florida 32960 ("Grantee"). The parties agree as follows: WITNESSETH WHEREAS, the Grantor is the owner of certain lands situated in Indian River County, Florida, hereinafter referred to as the "Property," more specifically described in Exhibit "A" attached hereto and incorporated herein by this reference; and WHEREAS, the Property possesses natural, scenic, open space, and agricultural values (collectively, "Conservation Values") of great importance to Grantor, Grantee, and the people of Indian River County; and WHEREAS, the specific Conservation Values of the Property are documented as part of the "Baseline Documentation," a summary of which is attached hereto and incorporated herein as Exhibit "B." The complete Baseline documentation report shall be prepared prior to closing and agreed to by both Grantor and Grantee as an accurate representation of the Property at the time of this grant and is intended to serve as an objective information baseline for monitoring compliance with the terms of this Conservation Easement; and WHEREAS, Grantor intends, as more specifically set forth in this Conservation Easement that: the Conservation Values of the Property be preserved and maintained in perpetuity; including those relating to farming, ranching, and low density residential existing at the time of this grant, or otherwise provided herein; that do not significantly impair or interfere with those values; and the wetlands and woodlands identified on the Map attached hereto as Exhibit "C" and incorporated herein by this reference be protected and conserved in perpetuity; and WHEREAS, Exhibit "B" and Exhibit "C" include the land area applicable to this Conservation Easement and also to Conservation Easement II West, a separate conservation easement to be granted to Grantee simultaneously with this Conservation Easement from a separate grantor. For the purposes of this Conservation Easement, the references in Exhibits "B" and "C shall apply only to the land described in Exhibit "A" lying east of 82nd Avenue; and BK: 2182 PG: 110 WHEREAS, the Grantee is acquiring this Conservation Easement in accordance with the provisions of the Indian River County Environmental Lands Program guidelines and requirements to preserve agricultural operations in Indian River County; and WHEREAS, Grantor and Grantee agree that this Conservation Easement is intended to be a "conservation easement" within the meaning of Florida Statutes section 704.06 (2006). NOW, THEREFORE, Grantor hereby grants, creates, and establishes a perpetual conservation easement upon the Property described in Exhibit "A," which shall run with the land and be binding upon the Grantor, its successors and assigns. Purpose. This Conservation Easement has two purposes: (1) to terminate the development rights (except as reserved herein) to enable the Property to remain in agriculture and silviculture uses for the current and future production of food, fiber, and other related activities and to prevent any use of the Property that significantly impairs or interferes with the Property's long-term permitted use as defined in Paragraph 8 herein; and (2) to conserve and protect the long-term viability of the Property's wetlands and woodlands as designated in Exhibit "C" subject to the retained rights and permitted uses specified in this Conservation Easement (the foregoing purposes collectively hereinafter referenced as "Purpose"). 2. Definitions. a. As used in this Conservation Easement, the terms "Grantor" or "owner" include the original Grantor, its successors and assigns, all future owners of any legal or equitable interest in all or any portion of the Property, and any party entitled to the possession or use of all or any part thereof; and the term "Grantee" includes the original Grantee(s) and its successors and assigns. b. The term "Sound Agricultural Practices" shall be the same and be as defined and described in the current "Best Management Practices" publications of the Florida Department of Agriculture and Consumer Services, to the extent such publications exist and the outlined practices are applicable to the agricultural, ranching, and silviculture activities on the Property; and provided such Sound Agricultural Practices do not adversely affect the long-term viability of the wetlands and woodlands identified in Exhibit "C.", and are consistent with this Conservation Easement. To the extent that such publications do not exist and the outlined procedures are not applicable, the term "Sound Agricultural Practices" shall mean those practices necessary for on-farm production, preparation, and marketing of agricultural commodities, provided such practices are legal, necessary, and do not cause bodily harm or property damage off the Property, are consistent with this Conservation Easement, and do not adversely affect the long-term viability of the wetlands and woodlands identified in Exhibit "C." 2 BK: 2182 PG: 111 3. Riahts of Grantee. To accomplish the Purpose of this Conservation Easement, the following rights are conveyed to Grantee: a. Subject to the Grantor's right to farm the Property using Sound Agricultural Practices, to preserve and protect the Conservation Values of the Property; b. To enter upon the Property at reasonable times and upon reasonable prior notice (48 hours) to the Grantor to engage in activities consistent with this Conservation Easement, to monitor Grantor's compliance with this Conservation Easement, and to otherwise enforce the terms of this Conservation Easement; provided that Grantee shall not unreasonably interfere with Grantor's right to farm, use, and quiet enjoyment of the Property; C. To prevent any activity on, or use of, the Property that is inconsistent with this Conservation Easement; and d. To require the restoration of any areas or features of the Property that may be damaged by any inconsistent activity or use contrary to Sound Agricultural Practices or to this Conservation Easement. 4. Extinguishment of Development Riahts. Except as otherwise reserved to the Grantor in this Conservation Easement, all development rights appurtenant to the Property are hereby forever released, terminated, and extinguished, and may not be used on or transferred to any portion of the Property as it now or hereafter may be bounded or described, or to any other property adjacent or otherwise, or used for the purpose of calculating permissible development density of the Property or any other property. 5. Grantor's Reserved Rights. a. Notwithstanding any provisions of this Conservation Easement to the contrary, Grantor reserves all customary rights and privileges of ownership, including the right of exclusive use, possession, and enjoyment of the Property; the rights to sell, lease, and devise the Property; and any other rights consistent with this Conservation Easement and not specifically prohibited or limited by this Conservation Easement. Unless otherwise specified in this Conservation Easement, nothing in this Conservation Easement shall require Grantor to take any action to restore the condition of the Property after any Act of God. Nothing in this Conservation Easement relieves Grantor of any obligation with respect to the Property or restriction on the use of the Property imposed by law. This Conservation Easement does not grant any rights not specifically set forth herein. 3 BK: 2182 PG: 112 b. Nothing contained in this Conservation Easement shall give or grant to the public a right to enter upon or to use the Property or any portion thereof where no such right existed in the public immediately prior to the execution of this Conservation Easement, except as set forth in this Conservation Easement. C. Subject to the limitations set forth in this Conservation Easement, Grantor has the right to produce crops, livestock and livestock products and conduct farm operations as defined under Florida Statutes section 823.14(3)(b), or such successor law as is later promulgated, which includes but is not limited to the right to establish, reestablish, maintain, and use cultivated fields, groves, sod farms, pastures, woodlands, raising berries, tomatoes, citrus, other fruit or vegetable crops, and silviculture in the areas not identified as wetlands or woodlands on Exhibit "C." Grantor has the right to graze cattle, goats, sheep, horses, and free range chickens including the use of the wetlands and woodlands shown on Exhibit "C." Grantor has the right to continue the practice of cultivating and maintaining forages, legumes, and seasonal crops for the benefit of cattle production on the entire Property in a manner not detrimental to the long-term viability of the wetlands and woodlands shown on Exhibit "C.". The foregoing farming practices shall be carried out in accordance with Sound Agricultural Practices as defined herein. In addition, Grantor has the right to process, package and distribute farm products substantially grown on the Property and to operate otherwise lawful and customary rural and agriculturally -related enterprises, such as, but not limited to farm machinery repair and cottage industries within the farmstead, subject to the limitations set forth in this Conservation Easement. d. Grantor may replant lost trees in the woodlands area as shown on Exhibit "C" for non-commercial purposes. Grantor may maintain and operate a food stand to sell crops and products substantially grown on the Property. e. Grantor retains the right to use the Property for otherwise lawful recreational uses, including, but not limited to, hunting and fishing, subject to the limitations set forth in this Conservation Easement. f. Grantor has the ability to use the Property, or a portion thereof encompassing entire separately deeded parcels, as collateral for a subsequent borrowing, provided that Grantor shall obtain a written, recordable instrument from any such lender or mortgagee, that acknowledges that the Property, or portion thereof, is encumbered by this Conservation Easement and that any mortgage is subordinate to the Conservation Easement and any mortgagee in possession shall be bound by this Conservation Easement as a successor in interest to Grantor. 6. Prohibited Uses. Unless expressly authorized in accordance with this Conservation Easement, the following are prohibited activities on the Property: 4 BK: 2182 PG: 113 a. Construction or placing of signs, billboards or other advertising, or other advertising structures on or above the ground, except those signs relating to agricultural practices and sale of agricultural products. b. Dumping or placing of soil or other substance or material as landfill or dumping of trash, waste, or unsightly or offensive materials except when exercising Sound Agricultural Practices related to cattle, farming, and other agricultural uses. C. Activities detrimental to drainage, flood control, water conservation, erosion control, soil conservation, or fish and wildlife habitat preservation except when exercising Sound Agricultural Practices or in restoration of wetlands. d. Act or uses detrimental to such retention of land or water areas in their existing natural condition. e. Acts or uses which eliminate sites or properties of historical, archaeological, or cultural significance. Notwithstanding the foregoing, farm buildings may be restored or replaced by Grantor. f. Alteration of the Property except in compliance with this Conservation Easement and when exercising Sound Agricultural Practices. g. The keeping of pigs or hogs; meat processing; wireless telecommunication tower facilities; or large scale chicken operations. h. Commercial uses other than those specified in this Conservation Easement. 7. No Public Access. No right of access by the general public to any portion of the Property is conveyed by this Conservation Easement; provided, however, Grantor will allow bird watching or other such outings on this Conservation Easement and the West Conservation Easement a total of four (4) times each year by members of the public under conditions determined by the Grantor. 8. Permitted Uses. Current uses of the Property as reflected in the Baseline Documentation as set forth in Exhibit "B" are permitted by this Conservation Easement. The following uses are permitted uses under this Conservation Easement: a. Ranching. Ranching, including as currently practiced on the Property, is a permitted use provided it is consistent with Sound Agricultural Practices. b. Farming, agriculture and silviculture. Grantor has the right to establish, reestablish, and maintain the following agriculture and silviculture uses, only on areas of BK: 2182 PG: 114 the Property outside of all woodlands and wetlands on Exhibit "C": (i) production of crops including cultivated fields, groves, and pastures; (ii) sod farming; (iii) silviculture; (iv) apiary; (v) wholesale nursery; and (vi) other Sound Agricultural Practices authorized by law and not prohibited herein. However, on the entire Property, Grantor may graze cattle, goats, sheep, horses, and free range chickens including use of the wetlands and woodlands shown on Exhibit "C." Grantor has the right to continue the practice of cultivating and maintaining forages, legumes, and seasonal crops for the benefit of cattle production on the entire Property, including the wetlands and woodlands as shown on Exhibit "C". C. Farmstead. Grantor may also establish, without the approval of Grantee, one (1) five (5) acre Farmstead use on the Property. The Farmstead shall be located as identified on Exhibit "C," and specifically described on Exhibit "D." With the prior written approval of Grantee, the Farmstead may be relocated on the Property. In such event, the Grantor shall prepare and provide to the Grantee a revised legal description of the relocated Farmstead ("Revised Exhibit "D"), and Revised Exhibit "D" shall be recorded as an allowed amendment to this Conservation Easement. The Farmstead shall be limited to uses necessary for and accessory to the ranching, farming, groves, agriculture, and forestry operations on the Property, and (ii) the storage of equipment used for operations on the Property. The Farmstead may contain residential uses such as caretaker and security housing. Grantor may utilize or improve existing structures or construct new buildings, structures, and impervious improvements for such purposes. No other Farmsteads may be located on the Property other than the Farmstead identified on Exhibit D or Revised Exhibit "D" , and the subdivision of the Property does not create any rights to establish Farmsteads other than the Farmstead identified in Exhibit D or Revised Exhibit „D„ d. Recreation and open space. Grantor has the right to use the Property for otherwise lawful recreational uses, including, but not limited to, hunting and fishing, biking, hiking, wildlife viewing, and other passive recreational uses. The maintenance of open space areas of the Property not in any specific use is permitted. e. Single family residential. A total of one (1) single-family residence (the "Residence") on five (5) acres may be located on the Property. This Residence shall be located on a five (5) acre parcel described on Exhibit "E" and reflected on Exhibit "C" (the "Residence Parcel'). The Residence Parcel is subject to approval by Indian River County in accordance with all then applicable subdivision requirements for parcels of five (5) acres. The Residence shall be subject to all then applicable development, building, and zoning requirements and restrictions. Uses related and accessory to the Residence may be established, provided such uses comply with all then applicable development, building, and zoning requirements and restrictions. Upon the Grantor notifying the Grantee of the decision to build the Residence, Grantee shall promptly release two (2) acres from this Conservation Easement encumbrance without additional charges or compensation. If required by the Indian River County Property Appraiser, Grantor shall provide a sketch and legal description of the released two (2) acres. Thereafter, the Residence Parcel may be conveyed by Grantor, with two (2) acres released from the Conservation Easement ("Released Parcel") and the remaining three (3) acres subject to this Conservation 6 BK: 2182 PG: 115 Easement ("Encumbered Parcel'). The parties intend that the Released Parcel could be used for the home site with appurtenant structures within the entire Residence Parcel. A pond can be dug within the area of the Encumbered Parcel if allowed by applicable Indian River County Codes in effect at the time application is made. No other single family residences may be located on the Property other than the Residence identified in Exhibit C. 9. Allowed Transfers. a. As of November 14, 2006, the Property consists of two (2) tax parcels bearing the following ID numbers: 32-38-25-00000-5000-00001.2 and 32-38-25-00000-7000- 00001.0. The parties acknowledge and agree that: (a) the Grantor intends to apply for a separate tax parcel ID number for the Residence Parcel; and (b) the Indian River County Property Appraiser has the ability to create two (2) separate internal "land records" to track the Released Parcel and the Encumbered Parcel within the same tax parcel ID number as the Residence Parcel. For the purposes of this Conservation Easement, the term "Property" shall be deemed to include the Encumbered Parcel. b. The Property and Residence Parcel allowed in this Conservation Easement may be sold or leased separately to a third party as long as the Property shall remain viable for agricultural use as set forth in this Conservation Easement and subject to this Conservation Easement. Any such sale or lease shall not include the right to construct any new habitable or commercial structures, or relocate any existing habitable or commercial structures, except as otherwise permitted by this Conservation Easement. Any instrument of deed, lease, or transfer allowed under this paragraph shall contain a specific reference to this Conservation Easement, as recorded, so that all purchasers, lessees, or transferees allowed under this paragraph are on notice of the immediately foregoing prohibition on construction. Any subdivision, recording of a subdivision plan, partition, or any other attempt to internally or externally divide the Property, other than as specifically allowed in this Conservation Easement, is prohibited. 10. Buildings and improvements. Grantor may undertake construction, erection, installation, removal, or placement of buildings, structures, or other improvement to the Property only as provided in this Conservation Easement and set forth below. a. Fences. Existing fences may be repaired, removed, and replaced, and new fences may be built on the Property for purposes of reasonable and customary management of livestock and wildlife and to prevent trespassing on the Property. b. Existing Agricultural Structures and Improvements. Existing agricultural structures (including barns) and improvements may be repaired, removed, enlarged, and replaced at their current locations, as shown on the Baseline Documentation. 7 BK: 2182 PG: 116 C. New Agricultural Structures and Improvements without Permission of Grantee. Grantor may construct new buildings, structures, and impervious improvements including roads and parking areas within the Farmstead, provided such improvements shall be limited to those necessary for and accessory to the ranching, farming, agriculture and forestry operations on the Property, including (i) the production, storage or sale of products or by-products of the Property; (ii) the storage of equipment used for operations on the Property; (iii) caretaker and security housing; and (iv) those buildings that support the Permitted Uses and Rights Reserved to Grantor set forth in this Conservation Easement. Outside of the Farmstead, and without permission of the Grantee, only non- residential agricultural structures may be constructed by Grantor as long as they do not exceed an aggregate footprint of one (1 %) percent of the Property. d. Existinq Recreational Improvements. All existing recreational improvements, if any, may be repaired, enlarged to a total footprint of 600 square feet, or replaced at their current locations, which are shown on the Baseline Documentation. Specifically included is the cook shed shown on Exhibit "C." e. New Recreational Improvements. New non -habitable recreational improvements may be located within the Farmstead. Any one or more new recreational improvements proposed for locations outside the Farmstead that exceed an aggregate footprint of 600 square feet may be located only with the advance written permission of Grantee. Under no circumstances shall athletic fields, golf courses or ranges, commercial airstrips, commercial helicopter pads or any other similar recreational improvements, or any other improvements that are inconsistent with this Conservation Easement, significantly disturb the farm soils, or otherwise adversely affect the permitted ranching, agricultural, forestry, residential and recreational uses on a continuing basis be allowed on the Property. f. Utility Services and Septic Systems. Wires, lines, pipes, cables or other linear facilities providing electrical, gas, water, sewer, communications, or other utility services to the improvements permitted in this Conservation Easement may be installed, maintained, repaired, removed, relocated and replaced in and outside of the Farmstead, and Grantor may grant easements over and under the Property for such purposes. Septic or other underground sanitary systems serving the improvements permitted herein may be installed, maintained, repaired, or improved in accordance with applicable law, regulation, and ordinance. g. Roads. Grantor may construct impervious roads for residential driveways and access to the Farmstead. Access to other permitted improvements, and access to conduct other activities permitted by this Conservation Easement shall be permeable roads. Existing roads are approved and may be maintained. h. Ancillary improvements. Without permission from Grantee, other improvements, including, but not limited to facilities for non-commercial generation and transmission of electrical power, farm related windmills, and detached solar arrays may be 8 BK: 2182 PG: 117 built within the Farmstead. Such improvements may be built outside the Farmstead only with the prior written permission of Grantee, pursuant to Paragraph 14. i. Customary Home Occupations or Cottage Industries. Grantor has the right to establish and carry out home occupations or cottage industries provided said activities are compatible with this Conservation Easement and agriculture and silviculture uses of the Property. Examples of customary home occupations or cottage industries are without limitation, professional offices within the home, bed and breakfasts, crafts production, and firewood distribution. Enterprises which market petroleum or chemical products are prohibited. The land on which these structures stand shall not be subdivided from the Farmstead. 11. Government Requirements. All provisions of this Conservation Easement, including but not limited to uses and improvements, are subject to all applicable federal, state, regional, and Indian River County governmental requirements. 12. Water Riahts: Maintenance and Improvement of Water Sources. Grantor retains and reserves the right to use any appurtenant water rights sufficient to maintain the agricultural productivity of the Property. Grantor shall not transfer, encumber, lease, sell or otherwise sever such water rights from title to the Property itself. Without altering the long-term viability of the existing wetlands, Grantor maintains the right to use, maintain, establish, construct, and improve water sources, water courses, and water bodies within the Property for the uses permitted by this Conservation Easement, provided that Grantor does not significantly impair or disturb the natural course of the surface water drainage or runoff flowing over the Property. Grantor may alter the natural flow of water over the Property in order to improve drainage of agricultural soils, reduce soil erosion, provide irrigation for the Property, or improve the agricultural or forest management potential of the Property, provided such alteration is consistent with Sound Agricultural Practices, this Conservation Easement, and is carried out in accordance with all applicable State, local, and federal laws and regulations. 13. Mining and On -Site Extractive Activity. Exploration for, or development, storage and extraction of, top soil (except sod farming), sand, gravel, minerals and hydrocarbons on or from the Property by any method is prohibited; provided, however, Grantor may remove sand and gravel on the Property, provided said removal: (a) is limited and localized in impact, affecting no more than two acres of the Property per year at one time; (b) does not conflict with this Conservation Easement; (c) is reasonably necessary for, and incidental to, carrying out the improvements and agricultural production uses permitted on the Property by this Conservation Easement; and, (d) outside of the wetlands and woodlands identified in Exhibit "C." 6 BK: 2182 PG: 118 14. Permission of Grantee. Where Grantor is required to obtain Grantee's permission for a proposed action hereunder, said permission shall be requested in writing. Grantor's request shall include building plans identifying the use, footprint, and total square footage of any proposed structures, and related survey information, if available. Grantee reserves the right to request from Grantor, in writing, any additional information reasonably required to assist in Grantee's evaluation of the request. Grantee shall grant permission unless it determines that such proposed action would violate this Conservation Easement. Grantee shall respond in writing within forty-five (45) days of receipt of the Grantor's written request. Permission by the Grantee does not replace other governmental approvals, including, but not limited to, Indian River County approvals. 15. Ongoing Responsibilities of Grantor and Grantee. Other than as specified herein, this Conservation Easement is not intended to impose any legal or other responsibility on Grantee, or in any way to affect any obligations of Grantor as owner of the Property, including, but not limited to, the following: a. Taxes. Grantor shall be solely responsible for payment of all taxes and assessments levied against the Property. If the Grantor becomes delinquent in payment of taxes the Grantee, at its option, shall have the right to take such actions as may be necessary to protect the Grantee's interest in the Property and to assure the continued enforceability of this instrument and to recover all of its costs including reasonable attorney's fees. If, as a result of such actions, Grantee ever pays any taxes or assessments on Grantor's interest in the Property, Grantor will promptly reimburse Grantee for the same. b. Upkeep and Maintenance. Grantor shall be solely responsible for the upkeep and maintenance of the Property, to the extent required by law and this Conservation Easement. Grantee shall have no obligation whatsoever for the upkeep or maintenance of the Property. C. Liability and Indemnification. Grantor agrees to indemnify and hold Grantee harmless from any and all costs, claims or liability, including but not limited to reasonable attorneys fees arising from any personal injury, accidents, negligence or damage relating to the Property, or any claim thereof, unless solely due to the negligence of Grantee or its agents, in which case liability shall be apportioned accordingly. Pursuant to Florida Statutes section 704.06(10)(2006), the ownership or attempted enforcement of rights held by Grantee does not subject the Grantee to any liability for any damage or injury that may be suffered by any person on the property or as a result of the condition of the Property encumbered by a Conservation Easement. Further, nothing in this Conservation Easement shall be deemed or construed as a waiver of the sovereign immunity of Indian River County as Grantee. 10 BK: 2182 PG: 119 16. Enforcement. a. If Grantee determines that a violation of this Conservation Easement has occurred, Grantee shall notify Grantor in writing, setting forth with particularity the violation and give Grantor forty-five (45) days to cure the violation; provided, however, that the Grantor shall not be deemed to be in violation with respect to matters that cannot reasonably be cured within forty-five (45) days so long as within such forty-five (45) day period, the Grantor provides a reasonable plan to Grantee to cure the violation, and thereafter timely commences such cure and diligently proceeds to complete the same thereafter. Notwithstanding the foregoing, where Grantee in Grantee's sole discretion determines that an ongoing or threatened violation could irreversibly diminish or impair this Conservation Easement, Grantee may bring an action to enjoin the violation, ex parte if necessary, through temporary, permanent, or mandatory injunction. b. In addition to injunctive relief, Grantee shall be entitled to seek the following remedies in the event of a violation: (1) Money damages, including damages for the loss of the resources protected under the Conservation Easement; and (2) restoration of the Property to its condition existing prior to such violation at the sole cost of Grantor, provided changes in condition are not caused by Acts of God. Said remedies shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity. The failure of Grantee to discover a violation or to take immediate legal action shall not bar Grantee from doing so at a later time. The remedies will include Grantee's right to levy and execute on any Court awarded damages to sell Grantor's encumbered fee simple interest at public sale. In any case where a court finds that a violation has occurred, Grantor shall reimburse Grantee for all expenses incurred by Grantor in stopping and correcting the violation, including, but not limited to, reasonable attorneys' fees. In any case where a court finds no violation has occurred, Grantee shall reimburse Grantor for the same. 17. Transfer of Conservation Easement. Without the approval of Grantor, Grantee shall have the right to transfer this Conservation Easement to any private non-governmental organization or public agency that, at the time of transfer is a "qualified organization" under Section 170(h) of the Internal Revenue Code of 1986, as amended, provided the transferee expressly agrees to assume the responsibility imposed on Grantee by this Conservation Easement. 18. Transfer of Property. Except for the five (5) acres set forth in Paragraph 8 (e), any subsequent conveyance, including, without limitation, transfer, lease or mortgage of Parcels of the Property, shall be subject to this Conservation Easement, and any deed or other instrument evidencing or effecting such conveyance shall contain language substantially as follows: "This {conveyance, lease, mortgage, easement, etc.} is subject to a Conservation Easement which runs with the land and which was granted to Indian River County by instrument dated -s -Zoog and recorded in the office of the Clerk of Indian I1 BK: 2182 PG: 120 River County at Official Record Book 2182 Page jos "Grantor shall notify Grantee in writing at least thirty (30) days before conveying the Property, or any part thereof or interest therein, to any third party. The failure to notify Grantee or to include said language in any deed or instrument shall not, however, affect the validity or applicability of this Conservation Easement to the Property or limit its enforceability in any way. Failure to include in any deed or other interest affecting conveyance the language required by this paragraph shall give grantee all rights and remedies at law or equity, including the right to void the transfer. 19. Grantee's Right to Purchase. Pursuant to Indian River County's Land Acquisition Manual dated September 2004, the Grantor and Grantee acknowledge that Grantee shall have the right to Purchase Grantor's interest in the Property where Grantor has failed to maintain sixty percent (60%) or more of the acreage of the Property in agriculture as set forth in this Conservation Easement for any continuous five (5) year period of time. In such event, and in addition to its remedies under Paragraph 16, Grantee may, but shall not be obligated to, purchase Grantor's fee simple interest in the Property, as encumbered by the Conservation Easement, at the appraised value of the encumbered fee, determined in accordance with Florida Statutes section 125.355. In the event Grantee acquires the fee interest in the Property, this Conservation Easement shall not merge into the fee simple estate, and Indian River County as Grantee covenants to take all necessary steps to assure that the estates do not merge. 20. Right of Notice of Intent to Sell. The terms of this right are such that if Grantor intends to sell the Property, or any interest therein or portion thereof, Grantor shall timely deliver to Grantee written notice of such intent, and shall, in good faith, afford Grantee an opportunity to negotiate the acquisition of the Property, or such portion thereof or interest therein that Grantor intends to sell. Notwithstanding the foregoing, Grantor and Grantee acknowledge and agree that Residence Parcel is specifically excepted from all of the provisions of this paragraph. If Grantee desires to negotiate the acquisition of the Property, or such portion thereof or interest therein, Grantee shall so notify Grantor in writing within 30 days after receipt of Grantor's notice of intent. If Grantor and Grantee are unable, in good faith, to agree to terms of an acquisition of the Property, or such interest therein or portion thereof as applicable, within 120 calendar days, Grantor shall send written notice thereof to Grantee ("Paragraph 20 Notice"). Thereafter, Grantor may sell the Property free of the right granted herein; provided, however, that closing on such sale shall occur within one year of the date of the Paragraph 20 Notice. Notwithstanding the foregoing, Grantee may avail itself of all of its remedies hereunder should Grantee disagree with the Paragraph 20 Notice. If the Property, or such portion thereof or interest therein as is applicable, has not sold within one year after Grantee's notice to Grantor that Grantee does not intend to negotiate acquisition of the property or within one year after failure to reach agreement to terms of an acquisition, then any intent to 12 BK: 2182 PG: 121 sell the Property thereafter shall require renewed notice to Grantee. This right of notice shall not be triggered by sales or transfers between Grantor and lineal descendants of Waldo Sexton (the "Sextons"), or entities in which the Sextons own a majority of the controlling interests. In the event Grantee acquires the fee interest in the Property, this Conservation Easement shall not merge into the fee simple estate, and Indian River County as Grantee covenants to take all necessary steps to assure that the estates do not merge. 21. Amendment of Conservation Easement. This Conservation Easement may be amended only with the written consent of Grantee and Grantor and with the approval of Indian River County Commission if Indian River County is no longer the Grantee. Any such amendment shall be consistent with the Purpose of this Conservation Easement and shall comply with the Florida Statutes or any regulations promulgated thereunder. Any such amendment shall be duly recorded. 22. Condemnation; Proceeds. a. Condemnation of the Property shall be based on a fair market value of the unencumbered fee; provided, however, that pursuant to Florida Statutes section 704.06(l 1), in any legal proceeding to condemn land for the purpose of construction and operation of a linear facility as described in Florida Statutes section 704.06(l 1), the court shall consider the public benefit provided by the Conservation Easement and linear facilities in determining which lands may be taken and the compensation paid. b. Grantee shall receive its Proportionate Share as defined below. The grant of this Conservation Easement gives rise to a property right, immediately vested in Grantee, which, for purposes of calculating proceeds from a sale or other disposition of the Property in this Conservation Easement, shall have a value equal to the greater of the appraised fair market value of the Conservation Easement at the time of the condemnation or the proportionate value that the Conservation Easement at the time of its grant bears to the value of the Property as a whole at that time (the "Proportionate Share"). The Proportionate Share is determined by dividing the fair market value of this Conservation Easement, calculated as of the date hereof, by the unencumbered fair market value of the Property, also calculated as of the date hereof. The Proportionate Share is 67.31% (sixty-seven and thirty-one/one hundredths percent). The Proportionate Share shall remain constant (subject to reasonable adjustment to the extent permissible under Section 170(h) of the Internal Revenue Code of 1986, as amended, for any improvements which may hereafter be made on the Property). c. Grantor shall receive 32.69% (thirty-two and sixty-nine /one hundredths percent). 13 BK: 2182 PG: 122 23. Interpretation. This Conservation Easement shall be interpreted under the laws of the State of Florida, or federal law, as appropriate. Any general rule of construction to the contrary notwithstanding, this Conservation Easement shall be liberally construed to effect the Purpose of this Conservation Easement. If any provision in this Conservation Easement is found to be ambiguous, an interpretation consistent with the Purpose of this Conservation Easement that would render the provision valid shall be favored over any interpretation that would render it invalid. 24. Successors. Every provision of this Conservation Easement that applies to Grantor or Grantee shall also apply to their respective agents, executors, administrators, assigns, and other successors in interest, and shall continue as a servitude running in perpetuity with the Property. 25. Severability. Invalidity of any of the covenants, terms or conditions of this Conservation Easement, or any part thereof, by court order or judgment shall in no way affect the validity of any of the other provisions hereof which shall remain in full force and effect. 26. Notices. Any notice required or desired to be given under this Conservation Easement shall be in writing and shall be sent by (i) personal delivery, (ii) via registered or certified mail, return receipt requested, or (iii) via Federal Express or other private courier of national reputation providing written evidence of delivery. Notice shall be deemed given upon receipt in the case of personal delivery, and upon delivery by the U.S. Postal Service or private courier. All notices shall be properly addressed as follows: (a) if to Grantee, at the address set forth above; (b) if to Grantor, at the address set forth above; (c) if to any subsequent owner, at the address of the Property. Any party can change the address to which notices are to be sent to him, her or it by duly giving notice pursuant to this paragraph. 27. Title The Grantor covenants and represents that the Grantor is the sole owner and is seized of the Property in fee simple and has good right to grant and convey this Conservation Easement; that the Property is free and clear of any and all mortgages not subordinated to this Conservation Easement, and that the Grantee shall have the use of and enjoyment of the benefits derived from and existing out of this Conservation Easement. 14 BK: 2182 PG: 123 29. Subsequent Encumbrances. With the exception of access, drainage, and linear utility easements as permitted in this Conservation Easement, the grant of any other easements or use restrictions is prohibited, except with the prior written permission of Grantee. 30. Grantor's Environmental Warranty. a. Nothing in this Conservation Easement shall be construed as giving rise to any right or ability in Grantee to exercise physical or management control over the day-to- day operations of the Property, or any of Grantor's activities on the Property, or otherwise to become an operator with respect to the Property within the meaning of The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended ("CERCLA") or any corresponding state and local statute or ordinance. b. Grantor warrants that it has no actual knowledge of a release or threatened release of hazardous substances or wastes on the Property, as such hazardous substances and wastes are defined by applicable law, and hereby promises to indemnify Grantee harmless from, any and all loss, cost, claim (without regard to its merit), liability or expense (including reasonable attorneys' fees) arising from or with respect to any release of hazardous waste or violation of environmental laws. c. If at any time after the effective date of this Conservation Easement there occurs a release in, on, or about the property of any substance now or hereafter defined, listed, or otherwise classified pursuant to any federal, state, or local law, regulation, or requirement as hazardous, toxic, polluting, or otherwise contaminating to the air, water, or soil, or in any way harmful or threatening to human health or the environment, Grantor agrees to take all steps that may be required under federal, state, or local law necessary to assure its containment and remediation, including any cleanup. 31. Duration of Conservation Easement. Except as expressly otherwise provided herein, this Conservation Easement shall be of perpetual duration, and no merger of title, estate or interest shall be deemed effected by any previous, contemporaneous, or subsequent deed, grant, or assignment of an interest or estate in the Property, or any portion thereof, to Grantee, it being the express intent of the parties that this Conservation Easement not be extinguished by, or merged into, any other interest or estate in the Property now or hereafter held by Grantee. 32. Entire Agreement. This instrument sets forth the entire agreement of the parties with respect to the Conservation Easement and supersedes all prior discussions, negotiations, understandings, and agreements relating to the Conservation Easement, all of which are merged herein. No alteration or variation of this instrument shall be valid or binding unless contained in an amendment that complies with Paragraph 21. 15 BK: 2182 PG: 124 33. Waiver. No waiver by Grantee of any default, or breach hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default or breach hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No waiver shall be binding unless executed in writing by Grantee. 34. Binding Effect. The provisions of this Conservation Easement shall run with the Property in perpetuity and shall bind and be enforceable against the Grantor and all future owners and any party entitled to possess or use the Property or any portion thereof while such party is the owner or entitled to possession or use thereof. Notwithstanding the foregoing, upon any transfer of title, the transferor shall, with respect to the Property transferred cease being a Grantor or owner with respect to such Property for purposes of this Conservation Easement and shall, with respect to the Property transferred, have no further responsibility, rights or liability hereunder for acts done or conditions arising thereafter on or with respect to such Property, but the transferor shall remain liable for earlier acts and conditions done or occurring during the period of his or her ownership or conduct. 35. Captions. The captions in this instrument have been inserted solely for convenience of reference and are not a part of this instrument and shall have no effect upon construction or interpretation. 36. Recording. This Conservation Easement shall be recorded in the same manner as any other instrument asserting title to real property. TO HAVE AND TO HOLD unto Grantee, its respective successors and assigns. The covenants, terms, conditions, restrictions and purposes imposed with this Conservation Easement shall not only be binding upon Grantor but also its agents, personal representatives, heirs, assigns and all other successors to it in interest and shall continue as a servitude running in perpetuity with the Property. 16 BK: 2182 PG: 125 IN WITNESS WHEREOF, Grantor has hereunto set its hand on the date first above written. Signed, sealed and delivered In our presence as witnesses: STATE OF FLORIDA COUNTY OF INDIAN RIVER RANCH MANAGEMENT CONSULTANTS, INC. C. By: Z, Ralph W. S6xt0n Title: President The foregoing instrument was acknowledged before me this ©Z n d day of v% 2007, by Ralph W. Sexton, the President of Ranch Management Consultants, Inc., a Florida corporation, on behalf of the corporation. The above-named individual is personally known to me or produced as identification. MARGARET J. AVERILL * MY COMMISSION #DD440272 (Notary Seal) *77� IXPIRES;July 22,2009 Notary 4blic. St of Florida The balance of this page intentionally left blank. 17 BK: 2182 PG: 126 GRANTEE'S ACCEPTANCE Indian River County, a political subdivision of the State of Florida, hereby approves the foregoing Conservation Easement and agrees to the terms and provisions thereof. Attest: J.K. Barton, Clerk By: Deputy Clerk Athena Adams Awroved: P-, J ph BaM, County Administrator A roomed as to legal spfficiency: rian E. Fell, Assistant County Attorney INDIAN RIVER COUNTY BOARD OF COUYISSIONERS B T tdary C 1 /fae p, C irrl Dapproved bAMA, •4. 18 BK: 2182 PG: 127 EXHIBIT "A" A portion of the South One -Quarter (1/4) of Section 25, Township 32 South, Range 38 East, being more particularly described as follows: Commencing at the Southwest corner of Section 25, Township 32 South, Range 38 East, run North 00021147" East along the West line of said Section 25, a distance of 30.00 Feet; thence run South 89134145" East along a line lying 30.00 Feet North of, normal to and parallel with the South line of said Section 25, a distance of 75.00 Feet to the intersection with the East Right -Of -Way of Sebastian River Water Control District's Lateral "C" Canal and Ranch Road (82nd Avenue) Right -Of -Way; thence run North 00°21'47" East along said East Right -Of -Way a distance of 511.42 Feet; thence run South 89134'45" East and parallel with the aforementioned South line of Section 25, a distance of 110.00 Feet to the intersection with the East line of the East 110.00 Feet of the West 185.00 Feet of the aforementioned South One -Quarter (1/4) of Section 25 and the Point of Beginning; from said Point of Beginning run North 00021' 47" East along said East line, a distance of 737.89 Feet to the intersection with the South Right -Of -Way line of Sebastian River Water Control Districts Sub -Lateral "C -13-E" Canal Right -Of -Way (100.00 Feet Wide), said South Right -Of -Way line lying 50.00 Feet South of, normal to and parallel with the North line of the aforementioned South One -Quarter (1/4) of Section 25; thence run South 89029103" East along said South Right -Of -Way line a distance of 5191.10 Feet to the intersection with the West Right -Of -Way of Sebastian River Water Control District's Lateral "L" Canal, said West Right -Of -Way line lying 40.00 Feet West of, normal to and parallel with the East line of said Section 25; thence run South 00015100" West along said West Right -Of -Way line a distance of 775.62 Feet: thence run North 89034' 45" West and parallel with the aforementioned South line of Section 25, a distance of 428.10 Feet; thence run South 00°15' 00" West and parallel with the aforementioned East line of Section 25, a distance of 465.29 Feet to that certain aforementioned line lying 30.00 Feet North of, normal to and parallel with the South line of Section 25; thence run North 89°34' 45" West along said parallel line, a distance of 2551.37 Feet; thence run North 00021' 47" East and parallel with the aforementioned West line of Section 25, a distance of 471.08 Feet: thence run North 89°34' 45" West and parallel with the aforementioned South line of Section 25, a distance of 462.34 Feet; thence run South 00021147" West and parallel with the aforementioned West line of Section 25, a distance of 471.08 Feet to that certain aforementioned line lying 30.00 Feet North of, normal to and parallel with the South line of Section 25, thence run North 89034' 45" West along said parallel line, a distance of 237.37 Feet; thence run North 00021' 47" East and parallel with the aforementioned West line of Section 25, a distance of 919.15 Feet; thence run North 89034145" West and parallel with the aforementioned South line of Section 25, a distance of 236.96 Feet; thence run South 00021147" West and parallel with the aforementioned West line of Section 25, a distance of 919.15 Feet to that certain (Continued on Attached) BK: 2182 PG: 128 aforementioned line lying 30.00 Feet North of, normal to and parallel with the South line of said Section 25; thence run North 89°34145" West along said parallel line, a distance of 418.69 Feet; thence run North 00021147" East and parallel with the aforementioned West line of Section 25, a distance of 511.42 Feet; thence run North 89134'45" West and parallel with the aforementioned South line of Section 25, a distance of 748.70 Feet to the intersection with the aforementioned East line of the East 110.00 Feet of the West 185.00 Feet of Section 25 and the Point of Beginning. BK: 2182 PG: 129 Exhibit "B" Baseline Documentation The Baseline Documentation is a separate document dated June 22, 2007, a copy of which is held by Ralph W. Sexton, as Trustee of the Ralph W. Sexton Revocable Living Trust dated December 24, 1997 and Ranch Management Consultants, Inc. Two copies are held by Indian River County. e.iww� W � M�r� k F�rfii i'.i } [ � I.pk,,,, t{.x'p �a• it d hr 1F�} tl BK: 2182 PG: 131 Exhibit "D" FARMSTEAD PARCEL NUMBER 2: A PORTION OF THE SOUTH ONE-HALF OF THE SOUTHWEST ONE-QUARTER (1/4) OF SECTION 25, TOWNSHIP 32 SOUTH, RANGE 38 EAST, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SECTION 25, TOWNSHIP 32 SOUTH, RANGE 38 EAST, RUN NORTH 00°21'47" EAST ALONG THE WEST LINE OF SAID SECTION 25, A DISTANCE OF 30.00 FEET; THENCE RUN SOUTH 89°34'45" EAST ALONG A LINE LYING 30 FEET NORTH OF, NORMAL TO AND PARALLEL WITH THE SOUTH LINE OF SAID SECTION 25, A DISTANCE OF 2654.20 FEET THE INTERSECTION WITH THE EAST LINE OF THE SOUTH ONE-HALF (1/2) OF THE SOUTHWEST ONE-QUARTER (1/4) OF SAID SECTION 25; THENCE RUN NORTH 00°18'29" EAST ALONG SAID EAST LINE A DISTANCE OF 778.53 FEET TO THE POINT OF BEGINNING; FROM SAID POINT OF BEGINNING RUN NORTH 89°29'03" WEST AND PARALLEL WITH THE NORTH LINE OF THE AFOREMENTIONED SOUTH ONE- HALF (1/2) OF THE SOUTHWEST ONE-QUARTER (1/4), A DISTANCE OF 466.69 FEET; THENCE RUN NORTH 00018'29" EAST AND PARALLEL WITH THE AFOREMENTIONED EAST LINE OF SAID SOUTH ONE-HALF (1/2) OF THE SOUTHWEST ONE-QUARTER (1/4), A DISTANCE OF 466.69 FEET TO THE SOUTH RIGHT-OF-WAY LINE OF SEBASTIAN RIVER WATER CONTROL DISTRICTS SUB - LATERAL "C -13-E" CANAL RIGHT-OF-WAY (100.00 FEET WIDE), SAID SOUTH RIGHT- OF-WAY LINE LYING 50.00 FEET SOUTH OF, NORMAL TO AND PARALLEL WITH THE AFOREMENTIONED NORTH LINE OF THE SOUTH ONE-HALF (1/2) OF THE SOUTHWEST ONE-QUARTER (1/4); THENCE RUN SOUTH 89°29'03" EAST ALONG SAID SOUTH RIGHT-OF-WAY LINE A DISTANCE OF 466.69 FEET TO THE AFOREMENTIONED EAST LINE OF THE SOUTH ONE-HALF (1/2) OF THE SOUTHWEST ONE-QUARTER (1/4); THENCE RUN SOUTH 00°18'29" WEST ALONG SAID EAST LINE A DISTANCE OF 466.69 FEET TO THE POINT OF BEGINNING. SAID PARCEL LYING AND BEING IN INDIAN RIVER COUNTY, FLORIDA, CONTAINING 5.00 ACRES, MORE OR LESS. J:\clients\Sexton\Prop Farmstead Parcel 2.doc Page l of 1 BK: 2182 PG: 132 Exhibit "E" RESIDENTIAL PARCEL NUMBER 3: A PORTION OF THE EAST 80.00 ACRES OF THE SOUTH ONE-QUARTER (1/4) OF SECTION 25, TOWNSHIP 32 SOUTH, RANGE 38 EAST, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SECTION 25, TOWNSHIP 32 SOUTH, RANGE 38 EAST, RUN NORTH 00°21'47" EAST ALONG THE WEST LINE OF SAID SECTION 25, A DISTANCE OF 30.00 FEET; THENCE RUN SOUTH 89°34'45" EAST ALONG A LINE LYING 30 FEET NORTH OF, NORMAL TO AND PARALLEL WITH THE SOUTH LINE OF SAID SECTION 25, A DISTANCE OF 3386.27 FEET TO THE POINT OF BEGINNING; FROM SAID POINT OF BEGINNING RUN NORTH 00°16'45" EAST A DISTANCE OF 470.00 FEET; THENCE RUN SOUTH 89°34'45" EAST AND PARALLEL WITH THE SOUTH LINE OF SAID SECTION 25, A DISTANCE OF 463.40 FEET; THENCE RUN SOUTH 00016'45" WEST, A DISTANCE OF 470.00 FEET TO THAT CERTAIN AFOREMENTIONED LINE LYING 30 FEET NORTH OF, NORMAL TO AND PARALLEL WITH THE SOUTH LINE OF SECTION 25; THENCE RUN NORTH 89°34'45" WEST ALONG SAID PARALLEL LINE A DISTANCE OF 463.40 FEET TO THE POINT OF BEGINNING. SAID PARCEL LYING AND BEING IN INDIAN RIVER COUNTY, FLORIDA, CONTAINING 5.00 ACRES, MORE OR LESS. J:\clients\Sexton\Prop Res Parcel 3.doc Page 1 of 1