SPL . 
cu mo TITLE comm 1/41

BY mama? 33:3?. Clerk and Recorder

. . 

AND WHEN RECORDED MAIL TO: 
North American Land Ttrust Electronically Recorded Of?cial Records,
100. Hickory Hill Road 
P.0. Box, 467

Chadds Ford, PA 19317

Attn: Stephen Thor Johnson 
guesswoopww SG-

 

APNs: 68543?051400 685-04151 10, 685 04051420, Space Above Line for Recorder?s Use
dds-$051450. 685a0a051~180, 

685e?-060-1 35, 685-0-060?145, 685-04160. 55. No Transfer Tax Payable;
685-0-060-295, 685~0~060e305. . Consideration is $0 (RdtT 11911)
685-0~l40~050. 685u0~140~346k 6850440695. . 
6854? 140405 -

GRANT DEED OF CONSERVATION BASEMENT AND AGREEMENT 

This Grant Deed of Conservation Basement and A cc at (this ?Easement" or
?Conseri'ration Easement") is entered into on Mk, 2017, by and
between THE BOEING COMPANY a Delaware commotion (?Greater and NORTH
AMERICAN LAND TRUST a nonepro?t public benefit corporation (?Grantee")

(each may be referred to herein as a "Party? or collectively as the Wattles?). An index of
de?ned terms can be found at hihit E,

 

I. Recitals
I This Easement is entered, into by the Parties under the following facts and cirCumstances:

A. Greater is the sole fee simple owner of that certain real property consisting of
- nearly 2,400 acres of [and in Ventura County, California (the ?Connty?), which real property is
more particularly described in Ezhibit A, attached hereto (the ?Property") and depicted on the
map attached hereto as (the 

B. . The Progeny possesses signi?cant natural ecological, cultural, historic, aesthetic,
educational, scienti?c, scenic, and open space values which are of impatience to Gtantor and
Grantee, to the people of the County' in which the Property' 18 located, and to the people of the
State of California (collectively, the ?Conservation Values", which are more particularly
de?ned below). Certain areas of the Property are currently improved with certain structures,
some of which were part of a now discontinued historic industrial development and others of
which support property management and cleanup activities at the Property Both Patties
acknowledge that such structures and cleanup activities (including building demolition)
conducted as set forth in Section 5 1 represent efforts to ultimately enhance the Conservation
Values at the Property



 

C. In more detail, the Conservation Values of the Property include:

i. The Property possesses wildlife and habitat values of great importance and will
provide high quality natural, restored or enhanced habitat for: Braunton?s milltvetch (Astragaltts
brcantonit; federal endangered), Santa Susana tarplant (Deinandra minthomit?; rare in
California), San Bernardinc ring?neck snake (Diadcphis punctures ssp. modestus; LLS. Forest
Service sensitive species), golden eagle (Aquila California fully protected species
and federally protected under the Bald Eagle and Golden Eagle Protection Act), and San Diego
desert woodrat (Necroma leptda ssp. intennedio; California species of special concern);
18 native plant communities and at least 214 native species of plants, including without
limitation, the Cherry Chaparral (rare in California) and the California Walnut
Woodland (imperiled in California); 125 species of birds, which have been documented on or
around the Property; numerous aquatic insects, crustaceans, amphibians, and terrestrial wildlife
supported by winter and spring pools at the Property; and numerous plants, bats, snakes, birds,
and other wildlife supported by rock outcrops and caves at the Property. In addition, the
conservation and ongoing active and passive restoration of the Property will limit and reduce
habitat fragmentation, enabling habitation by mammalian predator species (including the

cougar, Puma concolor) that prefer larger unbroken tracts to support large home ranges, and will

help limit the spread of exotic, invasive plant species. The wildlife and habitat values described
in this subsection are collectively referred to herein as the ?Habitat Values."

ii. The Preperty, due to its size and location, links vital habitat corridors described as
critical connectivity habitat in certain scientific studies, plans, laws and governmental policies
(?Open Space Values?).

The Property is important to the Chumash, Tatavian, and Tongva Tribes. The
Property likely contains important cultural resources, as described in the Baseline
Documentation Report. ?The cultural values described in this subsection are collectively referred
to herein as the ?Cultural Resources Values.?

iv. Part of the Property has unique natural scenic beauty with significant, virtually
untouched areas. Portions of the Property are adjacent to and visible from nearby parks, reserves
and natural areas, such as the Santa Monica Mountains Conservancy?s Sage Ranch Park and
Ahmenson Ranch Property, which proximity also allows wildlife migration and ecological

diversity. The Property is also viewable from Woolscy Canyon Road and other roads within the

Bell Canyon, Box Canyon and Knolls communities, the American Jewish University campus, and
the Dayton and Runkle Canyon developments. The scenic values described in this subsection are
collectively referred to herein as the ?Scenic Values."

v. Portions of the Property are historically signi?cant as a major rocket engine
testing facility in connection with America?s space exploration efforts. Historical operations at
the Property supported numerous defense and space programs, including the Navaho, Delta,
Atlas, Saturn and the Space Shuttle Main Engine programs. These broad test capabilities
played a unique and vital role in executing America?s space programs supporting the successful
development of both the manned and unmanned space exploration systems that established the
United States as the preeminent global leader in space exploration. The testing that occurred at
portions of the Property supported the efforts of the United States to pioneer space travel, launch

2

 

 

 

and place satellites around the globe, land on the Moon and establish the United States' ?rst to?
useable space transportation system. The historical values described in this subsection are
collectively referred to herein as the ?Historical Resource Values.?

vi. Controlled access to the Property provides educational, scienti?c, and recreational
opportunities to educators, students, scientific researchers and members of the public, and
supports research and observation of sensitive ecological habitats and. wildlife populations.
Numerous organizations have, in the past, been granted access to the Property for recreational
purposes or to study sensitive ecological and biological populations, including the San Fernando
Valley Audubon Society, Southwestern Herpetologist Society, Pollinator Partnership, California
Native Plant Society, Santa Susana Mountain Park Association, National Park Service - Santa
Monica Mountains National Recreation Area, and the University of California at Santa Barbara.
To the extent permitted by this Easement, the Parties anticipate that similar access will continue
for members of the public and these types of organizations in the future. The educational,
scienti?c, and recreational values described in this subsection are collectively referred to herein
as the ?Education, Scienti?c, and Recreation Values."

The values identi?ed in the foregoing subsections are included within the de?nition of
?Conservation Values", and are further documented as part of the relevant features of the
Property identi?ed in the Baseline Documentation Report.

D. Grantor currently preserves, protects, and enhances these Conservation Values by
authorizing and conducting recreational, educational, and research activities on the Property,
including controlled access by public groups and agencies, and, pursuant and subject to the terms
of this Easement, intends to continue those activities.

E. Grantor, as the owner of the Property, owns the right to identify, preserve, protect,
and enhance the Conservation Values of the Property and wishes to grant to Grantee this
Easement on, over and across the Property, subject to the terms and conditions hereof, in order to
ensure that the Conservation Values are preserved, protected, and maintained in perpetuity.

F. Grantee acknowledges and understands that certain areas of the Property have
been contaminated by historic Operations and that Grantor, the United States Department of
Energy and the National Aeronautics and Space Administration are
conducting and will continue in the future to conduct Remediation work upon certain areas of the
Property under the direction of State or federal regulators; that Remediation is important to and
consistent with the long-term preservation, protection, and enhancement of the Conservation
Values; and that this Easement will not and cannot interfere with the Remediation work that is
required by State or federal regulators.


G. The State of California . recognizes the public importance and validity of
conservation easements by enactment of Section 815 et seq. of the California Civil Code and this
Easement is intended to be a "conservation easement? as de?ned in the law.

H. Grantee is authorized to hold this Easement pursuant to California Civil Code
Section 815.3. Speci?cally, Grantee is a tax-exempt nonpro?t Organization quali?ed under
section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the and quali?ed

 

.I ill

 

to do business in California; (ii) a ?qualified organization? as de?ned in secticn 170(h)(3) of the
and an organization which has as its primary and principal purpose and activity the
protection and preservation of natural lands or resources in its natural, scenic, agricultural,
forested, or open space condition or use (any organization that possesses all of these
characteristics shall be referred to as a ?Quali?ed Organization?).

NOW, THEREFORE, for good and valuable consideration, the receipt and suf?ciency of
which are hereby acknowledged, the Parties agree as follows:

II. Grant of Conservation Easement

Pursuant to Saddam 815 et seq. of the California Civil Code, Grantor hereby grants to
Grantee in perpetuity, on behalf of itself and its successors and assigns as the owner of the
Property, and Grantee hereby accepts, a conservation easement in, on, over, and across the
Property, in favor of Grantee and its successors and permitted assigns (as provided herein), the

rights of Grantee which are set out below, and restricting in perpetuity the uses which may he

made of the Property, on the following terms and conditions:

1. Scope and Pumosp of Easement. Grantor and Grantee agree that the Property
shall be managed and maintained in a manner such that any use of the Property must be
consistent with preservation, protection, and maintenance in perpetuity of the Conservation
Values of theProperty as provided in more detail in this Easement and for the following
purposes (?Easement Purposes?):

The following are the primary purposes of this Easement (collectively, the 

?Primary Purpose") and are listed in order of priority: to preserve and protect the Habitat
Values (which preservation activities shall include the Remediation), to preserve and protect the
Open Space Values, and to preserve and protect the Cultural Resource Values; and

(ii) to the extent consistent with the Primary Purpose, to preserve and protect the
Scenic Values, the Historic Resource Values, and the Educational, Scienti?c, and Recreation.
Values.

The Parties agree that the Remediation is important to the advancement and protection of,
and therefore consistent with, the Conservation Values and can be performed in a manner that
will further the long?term preservation of the Conservation Values at the Property. Such
Remediation will be performed without the 'tnanagentent, oversight, operation or control by
Grantee. Grantor and Grantee agree that the Basement Purposes are consistent with
Section 815.1 er seq. of the California Civil Code.

2. Basellng Documentation Report. Grantor and Grantee each acknowledge that
certain biological and other physical attributes of the Property particularly relevant to the
Basement are further documented in an inventory of such attributes, which is referred to
hereinafter as the -?Baseline Documentation Report?, and which has been. prepared by, and
incorporated data from, competent biologists and geologists familiar with the Property and its
environs. Grantor and Grantee each have a copy of the Baseline Documentation Report, and the
Baseline Documentation Report is incorporated by reference into this Easement. The Parties
agree that the Baseline Documentation Report contains an accurate representation of such

4

 

 

 

attributes of the Property at the time that this Easement is recorded and is intended to serve as an
objective, though non-exclusive, information baseline for monitoring compliance with the terms
of the Basement. The Parties further agree to supplement the Baseline Documentation Report
twice: at one interim point during active soil Remediation and also following the completion of
active soil Remediation to document the then~existing Conservation Values. The foregoing
notwithstanding, if a dispute arises with respect to the nature and extent of the physical or
biological condition of the Property, the Parties shall not be foreclosed from utilizing any and all
other relevant documents, surveys or other evidence or information to assist in the resolution of
the dispute.

3. Rights and. ?g?ponsihilities pt" Grantee. The rights conveyed to Grantee by this
Easement include the following:

 

3.1 . .Subject to Article 5, below Grantee shall have the right to
identify, preserve and protect in perpetuity the Conservation Values of the Property (including
the natural ecological, scenic, and aesthetic features and valnes of the Property and the natural
species, ?ora and fauna on the Property).

3.2. ?rgntee Access.

a) Grantee and its agents, employees, directors, of?cers, members, and
contractors (the ?Grantee Parties?) shall have the right to access and enter upon the Property
(1) once annually to monitor compliance with this Basement and (ii) more frequently, upon
reasonable prior notice to Grantor under the circumstances (but at least twenty-four (24) hours
when practicable) if Grantee has reasonable cause to believe that there .is an Easement violation.
Grantee understands and agrees that access may be restricted at certain times and in certain
locations by Grantor for safety reasons or to prevent interference with Remediation activities.
Before each annual monitoring visit described in clause above, Grantee shall notify Grantor at
least ?ve (5) business days before such entry and shall identify the dates that Grantee wishes to
enter the Property, which dates must be on a nomholiday weekday. Grantor may require that
Grantee?s personnel or agents be accompanied by Grantor?s representatives while on the
Property and if Grantee?s proposed dates are not acceptable or convenient to Grantor, Grantor
and Grantee shall work together to agree upon a mutually acceptable date. If Grantor fails to
respond, or no such acceptable date is agreed within twenty (20) days after Grantee?s request,
then Grantee shall have the right to enter the Property for such time as is reasonably necessary
for Grantee to conduct its annual monitoring thirty (30) days alter the date "of its initial notice to
Grantor. Notwithstanding anything to the contrary in this Easement, the Grantee Parties may
only access area(s) of the Property on which active soil Remediation is occurring if. they are
accompanied by a representative of Greater. Nothing in this Easement shall limit or prohibit
aerial inspection by Grantee of the Property on other occasions, provided such aerial inspection
does not interfere with ground activities.

Nothing in this Easement shall prevent Grantee from contracting out for
compliance monitoring, enforcement, or both as it may otherwise do in the normal course of its
business activities. Any access of the Property by Grantee or any Grantee Parties shall be
subject to the waivers set forth in Section 3.3 below and the indemnity set forth in Section 
To the extent said waivers and indemnity are not binding on a contractor or other third party

5

 



 

accessing the Property at the request of Grantee, such party shall sign a release and indemnity in
the form attached hereto as ?xhibit C.

c) Grantee shall perform its activities on the Property in compliance with all
Applicable Laws, including, the Occupational Health and Safety Act or other
applicable safety andlor environmentaluelated regulations. In addition, to protect itself from
risks associated with natural hazards and dangers on the Property, Grantee shall, and shall ensure
that all Grantee Parties, take reasonable precautions and use due care while on the Preperty,
including, without limitation, wearing personal protective equipment (if necessary).

33. Wm

a) Grantee understands and acknowledges that the Property is an active
remediation site and that others, including any of Greater, NASA, DOE, State or federal
regulators and their agents, contractors and representatives, will be conducting Remediation
andfor inspection activities in certain areas of the Property. Grantee agrees to comply with
Grantor?s reasonable instructions relating to safety in and around the vicinity of the Remediation
or inspection activities and hereby waives, releases and renounces, and shall cause the Grantee
Parties to waive, release and renounce, any and all claims against Grantor from the failure of the
Grantee Parties to comply with such instructions.

b) Grantee further understands and acknowledges that the Property provides
a home for a wide variety of plants and wildlife which can be harmful or dangerous to humans if
appropriate care is not taken, including poison oak, bees, ticks, scorpions, rattlesoakes, rodents,
deer, coyotes, mountain lions, etc, and understands that Grantee may encounter these natural
plants or wildlife when traversing the Property. Grantee accepts this Basement and
acknowledges and understands that it will be provided access to the Property in its ?as?is?
present condition and that Grantor makes no warranty of any kind concerning the natural hazards
of the Property (now or in the future) or its ?tness for any purpose. Grantee hereby waives,
releases and renounces, and shall cause the Grantee Parties to waive, release and renounce, any
and all claims against Grantor Patties relating to the conditions, hazards or dangers of nature or
natural features existing on the Property (now or in the future), including claims arising out of or
alleging Grantor?s fault or liability due to failure to correct such conditions or notify Grantee of
such conditions, but excluding claims to the extent resulting from the intentional action or willful
misconduct by any of the Grantor Parties. ?Grantor Parties" shall mean Grantor and its agents,
employees, directors, of?cers, members, and contractors.

c) Grantee understands and acknowledges that it is responsible for and
assumes the risk of injury of the Grantee Parties that occurs during any time spent on the
Property arising from any of the conditions as to which Grantee has given its waiver and release
in this Section.

3.4. Eas me

a) Grantee shall have the right to prevent any activity, or threatened activity,
on the Property, or other use of the Property, that either: (I) is expressly prohibited under the
terms of this Easement; or (2) is inconsistent with the applicable Conservation Values, Easement

 

 

 

Purposes, or both, and that is not otherwise explicitly permitted under the terms of this Easement.
Grantee shall have the right to require the restoration of such areas or features of the Property
that may be damaged by any such prohibited or inconsistent activity or use under the remedies
set forth in this Easement, provided that such damage was not caused by a Force Majeure Event.

b) Notwithstanding anything in this Easement, Grantee has no managerial,
operational, menitoring, enforcement, oversight, approval or other responsibility for any of the
Remediation, for Legal Compliance in connection therewith, or for compliance with other
Applicable Law, all of which. is solely the responsibility of Greater and the governmental agency
or agencies having jurisdiction. For the sake of clarity, any approval right provided to Grantee in
this Easement does not apply to any activity associated with Remediation or Legal Compliance
in connection therewith.

 

3.5. t, This Agreement does not impose any obligation or
requirement on Grantee to take any action to maintain the physical condition of the Property,
including, without limitation, Remediation, Legal Compliance, roads, trails, fencing, structures
or other improvements or infrastructure.

Nothing in this Easement shall be construed as giving rise, creating, or giving to Grantee
any right or ability in Grantee to: exercise physical or managerial control over the day-tonday
operations of the Property, of any of Grantor?s activities on the Property, or otherwise to be
considered an ?owner" or ?operator,? ?arranger,? or ?iransponer? or other ?covered person? with
respect to the Property within the meaning of the Comprehensive Environmental Response
Compensation and Liability Act of 1980, as amended (4.2 US Code Section 9601 at sea), the
environmental. laws of the State of California, or any other Applicable Law concerning
Hazardous Materials, including, but not limited to, the Hazardous Materials Transportation Act
(49 US Code Section 6901 et seq); Hazardous Substance Waste Control Law (California Health
Safety Code Section 25100 et seq); Hazardous Substance Account Act (California Health tit
Safety Code Section 25300 at can}; and any rule, regulation, or other, promulgation adopted
under any of the foregoing; or (ii) have any control. over Grantor?s investigation, removal,
remediation, abatement or ability. to conduct the Remediation of Hazardous Materials located at, 
on, under or about the Property.

3.6. Easement Funding. Grantor agreed to fund certain anticipated costs that
Grantee will incur to monitor and enforce its rights under this Easement, as described in more
detail in that certain Funding Agreement by and between Grantor and Grantee dated April 
2017,. which is incorporated by reference into this Easement (?Easement Funding
Agreement"). Grantee shall maintain such funds in accordance with the Basement Funding
Agreement. 

3.7. Property Transfer. Grantee agrees that it will, without consideration, not
impede any transfer of title to all or any portion of the Property to a third party or parties.

3.8, t? lic Tree 3 . The grant of conservation
easement contained herein and its acceptance by Grantee does not authorize and is not to be
censtrued as authorizing any person other than the Grantee Parties, including without limitation
the public or any member thereof, to enter upon or use the Property or as granting to any person

7

 

.1121

 

other than the Grantee Parties any rights in or to the Property or the right to go upon or use the
Property in any manner whatsoever. The Parties agree the purpose of this Easement is solely to
restrict the uses to which the ?Property may be subjected and the activities which may be
conducted or allowed to occur so that the Property may be kept as near as possible in, its natural
condition. Nothing in this Easement shall prevent Grantor from allowing public or private
access (or granting public or private easements or restrictive covenants with respect) to the
Property, provided such access does not violate this Basement.

4. Prohibitgd Acts. Grantor will not perform, or knowingly allow others to
perform, any act or use affecting the Property in violation of the covenants or restrictions set out
in this Easement except for those acts and uses permitted in this Section 4 and Section 5 of this
Easement and except for those acts and uses required with respect to Remediation, Storrnwater
Management, or Legal Compliance. Grantor authorizes Grantee to enforce these covenants.
Grantor understands that nothing in this Easement relieves Grantor of any obligation or
restriction on the use of the Property imposed by Applicable Law.

Subject to the limitations set forth in the ?rst paragraph of this Article 4, the covenants and
restrictions imposed upon the use of the Property and on Grantor and its successors and assigns
are as follows:

4.1. Human habitation or overnight decapancy, whether temporary or
permanent, or any other residential use, is prohibited, and no buildings shall be constructed or
used for such purpose, including without limitation, any building or structure used as a home,
house, residence, hotel, apartment", condominium, townhome, cabin, or other lodging
(?Residential Use?).

4.2. No industrial or commercial buildings or industrial or commercial uses of
any kind or nature shall be permitted or constructed, except for the buildings, structures,
equipment, roads and other improvements currently existing on at the Property as of the
Effective Date (?Existing Improvements?); (ii) that Greater determines are needed in
connection with its Remediation, Stormwater Management, Existing Improvements Maintenance
or Legal Compliance; or as set forth in an approved Resource Plan, that are not designed or
used for a Residential Use and not inconsistent with the future use of the Property as open space
and for educational, scienti?c, and recreational uses public restrooms, education or
historical centers, or Native American cultural center).

. 4.3. Without limitation of the foregoing, no buildings shall be constructed
except as expressly permitted in this Easement.

4.4. There shall not be constructed, out, created, paved with impervious
material or placed on the Property any new road, driveway, cartway, path or other means or right
of passage across or upon the Preperty except as necessary for the exercise of any activities or
uses as provided in an approved Resource Plan; (ii) in connection with Remediation,
Stormwater Management or Legal Compliance; permitted in an. easement, license, access
agreement or similar right in effect prior to the Effective Date; or (iv) fer any other purpose not
stated in with the prior approval of Grantee.

 

 

 

4.5. No agricultural or aquatic uses (including the use or cultivation of
gardenS) to grow, raise, catch or capture any food or other substances of any kind or nature
whatsoever for human consumption shall be permitted.

4.6. No use of the Property for hunting, ?shing or gathering of food for human
consumption of any kind shall be permitted and Grantor shall post signs, to the same extent as is
common in State or regional parks in the vicinity, in appropriate locations on the Property,
giving notice to occupants and trespassers that such uses are prohibited.

4.7. ?No use for human consumption of groundwater, surface water, run-off, or
other water shall be permitted on the Property.

4. 8. The Property may not be used as open space for purposes of obtaining or
qualifying for governmental approval of any subdivision or development on lands outside the
boundaries of the Property. Without limitation on the foregoing, the Preperty may not be used in
the calculation of the amount or density of housing units or other construction for development
or other impervious ground coverage on lands outside the boundaries of the Property.

4.9. No use of the Property which will materially alter the Conservation Values
shall be permitted, except for those uses specified in this Section 4 or Section 5 of this Easement.

4.10. No ?lling, excavating, dredging, surface mining, drilling or any removal
of topsoil, sand, gravel, rock, peat, gas, oil, Coal, other minerals or other materials, upon or from
the Property shall be permitted, except for those uses speci?ed in this Section 4 or Section 5 of
this Easement.

4.11. All activity on the Property shall be conducted in a manner designed to
minimize, to the extent reasonably practicable, the occurrence of soil erosion and sedimentation.

4.12. No dumping of ashes, trash, or garbage at any place on, under or within
the Property shall be permitted, except for refuse generated on the Property that may be
stored in appropriate waste receptacles on the Property prior to removal from the Property;
andfor storage of waste or other materials in connection with the Remediation auditor
Stormwater Management temporary onsite storage pending analytical testing, or inwsit-u 
exmsitu remediation of contaminated soils).

4.13. No extraction of natural resources from the Property shall be permitted,
except for the extraction of water necessary for Remediation, restoration activities,
Stormwater Management, Legal Compliance, non?agricultural irrigation or dust soppression,
aquifer recharge, emergency or other ctr-site nonhuman consumption purposes necessary or
appropriate for the fulfillment of the Easement Purposes (such as providing water sources for
native wildlife habitat); or (ii) extraction pursuant to mineral interests conveyed to or retained by
third parties prior to Grantor acquisition of the Property.

4.14. No clearing, cutting or removal of live trees or other vegetation or natural
detritus shall be permitted except:

 

.liil

 

a) cutting and. removing trees that have been damaged or disturbed by forces
of nature or by disease or that is evidently at risk of falling if such tree is in a condition and
location that has injured or threatens injury to persons or other property, or blocks or threatens to
block a trail, road or other means of access to any part of the Preperty, or blocks or threatens to
block drainage; or

b) as required for fire protection, the management of invasive species, and
similar protective measures required in the Ventura County Fire Code; or (ii) approved by
Grantee in its reasonable discretion and consistent with the Easement Purposes; or

c) in accordance with an approved Resource Plan.

4.15. The Property shall be preserved in a natural condition except for the uses
and activities otherwise permitted by this Easement, or except as set forth in an approved
Resource Plan.

4.16. The prohibitions and restrictions in this Easement shall be considered
cumulative. No prohibition or restriction contained herein shall be interpreted as a limitation on
the meaning, effect, interpretation or enforceability of another prohibitive or restrictive provision
except as may be expressly stated otherwise.

5. Rights Reserved by Greater. Notwithstanding the provisions of Section 4
above, the following rights of use are excepted from this grant and expressly reserved to Greater
and its successors, and assigns, including without limitation DOE. and NASA (the
?Reserved Rights?), which may be exercised without the acquiescence or permission of
Grantee, except as otherwise expressly set forth herein. The uses and activities specifically
described herein do not constitute an. exclusive list of permitted uses. The Reserved Rights
include the following:

5.1. Grantor may conduct any and all ?Remediation", which is defined as
activities required by the California Department of Toxic Control the Los Angeles
Regional Water Quality Control Board or any other state, federal or local
regulatory authority with jurisdiction over the Property by statute, regulations, or other direction,
for any environmental investigation, cleanup or restoration of the Preperty or necessary due to
contamination originating from the Property, which may, without limitation, include any or all of
the following:

a) implementation of remedial action plans, including without limitation any
and all restoration and mitigation activities; 

b) soil and sediment sampling, excavation and transport;

o) groundwater monitoring and sampling (including the installation of
additional groundwater monitor wells, or treatment or control facilities);

d) soil vapor sampling;
a) surface water monitoring and sampling;

10

 

 

 

 

f) construction and longwterm operation, monitoring and maintenance of
environmental treatment systems, including without limitation use of solar or wind power arrays
to provide power for onsite treatment systems;

g) long-term maintenance of caps or other covers;

h) monitoring and maintenance of restoration plans;

i) well abandonment or maintenance/repair;

j) demolition of stormwater treatment system and related facilities and
in??astructum;

k) topographic or resource surveys;

l) maintenance, demolition or construction of equipment, roads, structures,
buildings, infrastructure or other improvements associated with Remediation;

m) use of onsite soil from up to six (6) areas of undeveloped land previously
designated by Boeing and totaling approximately 20 acres, as potential borrow areas to be used
as ?ll for Boeing?s Remediation areas (?Soil Borrow Pits?);

n) onsite temporary treatment, storage or deposition of waste materials
generated in connection with the Remediation and any associated maintenance;

0) onsite long term storage of non~hazardous waste materials generated in
connection with the Remediation and any associated maintenance;

9) staging or soil stockpile areas (which includes, but is not limited to, 
equipment, trucks, demolition debris, and containers for waste);

q) air monitoring stations;
1) additional weather monitor stations; and
s) constructing any and all buildings, structures, infrastructure and other

improvements that Grantor determines are needed for performance of the Remediation.

Grantor shall provide Grantee access to or copies of the ?nal, approved Remediation
work plans and amendments or updates within a reasonable time following approval.

5.2. Grantor may conduct any and all work required by Applicable Law in
connection with the Remediation, Stormwater Management, presence of Hazardous Materials, or
demolition of buildings and infrastructure at the Property (?Legal Compliance") without the
approval of Grantee; provided that work required for Legal Compliance is not exempt from the
obligation to obtain Grantee?s approval if the work arises as a condition to issuance of any permit
for construction, use or other activity for which Grantee?s approval is required in this Easement
Resource Plan);

11

 



 

5.3. Grantor may conduct activities related to stormwater management as
necessary for compliance with Grantor?s permits for Remediation and other activities permitted
under this Easement or for the abatement of erosion (?Stormwater Management"), including
without limitation, monitoring and sampling stormwater and installing stormwatcr controls, and
constructing any and all structures, infrastructure and other improvements that Grantor
determines are needed to accomplish Stormwater Management;

5.4. Grantor may engage in any of the following activities and uses:

a) Conduct activities related to ?re protection including, without limitation,
removal of dead, dying or diseased vegetation and similar protective measures required in the
Ventura County Fire Code; or (ii) approved by Grantee in its reasonable discretion and consistent
with the Basement Purposes;

Construct any and all buildings, structures, infrastructure and other
improvements that are needed for Legal Compliance; 

0) Maintain, restore, repair andi?or demolish the Existing Improvements
(?Existing Improvements Maintenance?);

d) Maintain, restore, repair andlor demolish new buildings, structures or any
other improvements constructed in connection with any Legal Compliance cffort(s) or as
otherwise permitted in an approved Resource Plan;

e) Maintain, repair and replace all existing fences on the Property and, if
necessary in connection with any activities or uses permitted herein or as provided in an
approved Resource Plan, add new fences (that do not unreasonably impair wildlife movement);

f) Maintain, repair or replace all existing roads and trails on the Property;

g) Add new roads or trails where such new roads or trails are necessary for
the exercise of any activities or uses as provided in an approved Resource ?Plan; (ii) in
connection with Remediation, Stormwatcr Management or Logal Compliance; permitted in
an easement, license, access agreement or similar right in effect prior to the Effective Date; or
(iv) for any other purpose not stated in with the prior approval of Grantee;

h) The County may take actions at the Property related to fire protection that
are not within Grantor?s control, including the creation of new roads and trails, to the extent such
action may be taken pursuant to legal authority without the exercise of eminent domain or
consent of Greater;

i) Establish, maintain, preserve, and protect appropriate buffers, fences or
walls around any cultural, historical or archaeological sites located on the Property for the
protection of such sites;

j) Authorize access to and performance of noninvasive studies at the
Property requested by the Santa Susana Native American Council, including Native American
monitors;

1.2

 

 

 

 

k) Construct any and all buildings, structures, infrastructure, and other
improvements that are not used or designed for a Residential Use and are approved in a
Resource Plan and fulfill the intended future use of the Property and Easement Purposes as open
space and for educational, scientific, and recreational uses as set forth in an approved Resource
Plan (cg, public restrooms, education or historical centers, or Native American cultural center);
(ii) are permitted in an easement, license, access agreement or similar right in effect prior to the
Effective Date; or Grantor determines are necessary to accomplish Remediation, Stormwater
Management or Legal Compliance;

1) Authorize recreational, research, or educational uses that are consistent
with the Easement Purposes and do not require excavation or the construction or installation of
buildings or other improvements (unless otherwise permitted by this Easement), including but
not limited to, environmental research and studies, bird watching, hiking, art, photography,
mountain biking on existing roads/Trails and picnicking;

tn) Remove or control invasive nonv native plant species approved by
Grantee in its reasonable discretion and consistent with the Basement Purposes; and (ii) feral or
nonnative animal species: (A) as provided in an approved Resource Plan or (B) in emergencies
when an animal poses an imminent danger to human safety;

11) Place signs at the Property that: identify the Property; (ii) are related to
the open space conservation and public uses of the Preperty; are necessary to mark the
boundary of the Property or to prevent trespass; (iv) are necessary to provide directional or
interpretive information; are related to historical use or activities; (vi) give warnings related
to on Property safety; (vii) are related to the Remediation; or are otherwise reasonably
approved by Grantee;

o) Engage in activities designed to restore, preserve, protect or improve
natural features of the Property, including but not limited to the native habitat;

p) Allow access to the Property without construction or expansion of roads or
trails, including for educational, recreational, and scienti?c purposes, or as permitted in an
easement, license, access agreement or similar right in effect prior to the Effective Date;

q) Allow third parties to exercise rights on the Property granted to them prior
to the Effective Date in a fully executed easement, license, access agreement or similar right and
that have been disclosed in the Baseline Documentation Report if they are known to Grantor as
of the Effective Date; and

r) In addition to the aboveslisted speci?cally Reserved Rights (and without
limiting any of Grantor?s rights in this Easement), the right to perform any act or exercise any
right not specifically prohibited or limited by this Easement that is not inconsistent. with the
Basement Purposes and that will have no material adverse effect on the Conservation Values.

5.5. Notwithstanding anything in this Easement to the, contrary, any new
building must be approved in a Resource Plan, except for building(s): (1) related to
Remediation, Stormwater Management or Legal Compliance or (2) having a ground coverage
area of less than 200 square feet and not visible from a public right of way; (ii) not be designed

l3

 

.llJl

 

or used for a Residential Use; and be subject to engineering controls as required by the
Ventura County Planning Department. The term ?building? shall mean any structure
constructed on, attached to, parked on, or placed on the ground and that has a roof, but shall not
include de minimis structures such as bird houses or bat houses installed to promote biological
diversity or research.

5.6. Future Land Use Easements. Grantor reserves the right to grant one or
more conservation easements, land use restrictions, or other restrictive covenants on the
Property, including without limitation open space easements and greater-grantee negative
covenants, to one or more entities qualified to hold such instruments under any of the following
laws: California Government Code Sections 51070 through 5109?, Civil Code Section 1468,
Civil Code Section 1471, or Civil Code Section 815 at seq., as the same may be amended or
replaced from time to time. Grantor agrees to consult with Grantee at least thirty (30) days in
advance of granting any such easements, restrictions or covenants. Such future easements,
restrictions and covenants shall not permit or authorize any activity or use of the Property that is
inconsistent with this Easement or the Basement Purposes and shall be expressly subject and
subordinate to this Easement. 

6. Resource Plan.

6.1. As stated elsewhere in this Easement, certain specific uses and practices
permitted upon the Property (other than Remediation, Stormwater Management or Legal
Compliance) may be engaged in if set forth in a written resource plan (?Resource Plan"). A
Resource Plan must be completed prior to Greater engaging in or permitting others to engage in
any use or activity that this Easement requires to be subject to the Resource Plan. The Resource
Plan shall include maps, plans, and other information on the topographic, ecological and cultural
resources of the area where the proposed activity or use will be conducted, the anticipated time,
loCation, nature, and extent in which the activity or use will he conducted, any alterations to the
landscape that will be required by the act'iVity or use, and any other relevant information
regarding the activity or use requested by Grantee as may be necessary for considering the
potential impacts of the proposed activity or use on the Conservation Values. The Resource Plan
must be approved by Grantee in accordance with the provisions of Article 18. Any update,
modification or addition to a Resource Plan (each, an ?Amendment to Resource Plan?) must be
in writing and must be approved or deemed approved by Grantee in accordance with the
provisiom of Article 18.

6.2. For those uses of the Property addressed by a Resource Plan, the Resource
Plan will determine the nature, extent and location of the specified uses, and such uses shall only
be carried out as provided in the Resource Plan. Apart from approving the Resource Plan, which
shall be consistent with the Basement Purposes, the right and obligation to manage and operate
the Property and to comply with the Resource Plan shall rest entirely with Grantor. Nothing in
this Easement is intended or shall be deemed to require Grantor to undertake any use or activity
addressed or permitted under a Resource Plan.

6.3. The Resource Plan shall, when approved by Grantee, be deemed
incorporated into this Basement and shall be enforceable by Grantee as if expressly set forth in
this Basement.

[4

 

 

 

 

6.4. If at any time the Property is divided and portions of the Property are held
by different fee owners, then an applicable Resource Plan as it exists at the time of such division
of the Property shall automatically become the Resource Plan for each of the separated portions
of the Property, to the extent applicable thereto, and shall thereafter be subject to amendment
from time to time as to each portion of the Property by mutual agreement of Grantee and the
thenvfce owner of only such affected portion of the Property in furtherance of the Basement
Purposes.

7. gees aggements and Remediation. The Parties acknowledge that:
Greater has entered into, and may in the future enter into, certain unrecorded agreements with
DOE and NASA, among others, granting limited access (?Access Agreements") to the Property
for Remediation, Stormwater Management, Legal Compliance or emergency exit purposes and
that these Access Agreements shall not be subject to this Conservation Easement and may be
amended in the future if consistent with those same limited purposes; and that DOE and
NASA shall have the same rights to conduct Remediation as have been reserved by Grantor.
Aside from the Access Agreements, Grantor has not otherwise previously provided access rights
to the Property. Nothing in this Easement shall be construed to obligate Grantor (or to entitle
Grantee to bring any action against Grantor) to revise or amend the Access Agreements. Grantor
has provided to Grantee for inclusion in the Baseline Documentation Report all Access
Agreements in existence on the Effective Date and shall provide to Grantee copies of
all Access Agreements and amendments entered into after the Effective Date.

8. Costs, Remediation and Indemnification.

Costs, Legal Beggirements. Subject to Sections 3.3 and 8.2 of this
Easement, as between Grantor and Grantee, Grantor retains all responsibilities and shall bear all
costs of any kind related to the ownership, operation, upkeep, and maintenance of the Property
and for compliance with any statues, laws, ordinances, rules, regulations, codes, orders, or other
legally enforceable restrictions or requirements applicable to the Property which have been
(either now or in the future) enacted or otherwise promulgated by any federal, state, county,
municipal, or other governmental agency, board, bureau, commission, court, department or other
of?cial body (whether legislative, administrative, or judicial) (in each case, an ?Applicable
Law"): Previded, however, that this obligation does not abrogate, terminate or extinguish this
Easement or any material covenant, right, remedy or restriction in this Easement. As between
Grantor and Grantee, G-rantor remains solely responsible for obtaining any applicable
governmental permit or approval for any activity or use on or with respect to the Property
permitted by this Easement.

a) Remediation. As between Grantor and Grantee, each Grantor shall be
liable for and responsible to remediate, as required by Applicable Law, any environmental
conditions of any kind or nature on, under or affecting the Property caused or occurring during
the period of such Grantor?s ownership of the Property, including the presence or release of any
of the following: wastes, materials, chemicals or other substances (whether in the form of
liquids, solids or gasses, and whether or not airborne) which are ignitable, reactive, corrosive,
toxic or radioactive or which are deemed to be pollutants, contaminants, or hazardous or toxic
substances under or pursuant to any Applicable Law or which are to any extent regulated by, or
form the basis of liability under, or are otherwise under the authority of any Applicable Law (in

15

 



 

each case, a ?Hazardous Material"), including (but not limited to) petroleum-based products,
and any material containing or producing any biphenyl, dioxin, or asbestos, as
well as any biocide, herbicide, insecticide, or other agrichemical; provided, however, that
Grantor is not liable or responsible for environmental conditions to the extent arising from or
related to any Hazardous Materials brought onto, or discharged and/or disturbed on, the Property
by any of the Grantee Parties.

8.2. Indemnification.

a) Subject to the limitations set forth in Section 3.3, Grantor covenants and
agrees to indemnify, defend, reimburse, and hold harmless Grantee, its directors, of?cers and
employees (each a "Grantee Indemni?ed Party" and collectively "Grantee Indemni?ed
Parties?) from, for and against any Loss suffered, paid or incurred by any Grantee Indemni?ed
Party to the extent such Less is due to an Indemni?ed Cause. A ?Loss? shall mean any claim,
less, cost, liability, penalty, ?ne, damage or expense which has been asserted against Grantee or
a Grantee Indemnified Party by an entity other than Grantee, a Grantee Indemnified Party,
Grantor, or a Grantor Indemnified Party. The term "cost? shall include, but shall not be limited
to, reasonable attorneys? fees and witness and court fees. Au "Indemni?ed Cause? shall mean
any of the following: the violation or alleged violation of Applicable Law in, upon or
involving the Property caused by Grantor or anyone acting by, for, through or under the direction
of Greater, including but not limited to any tenant, contractor, agent, licensee or invites of
Greater; (ii) any tax or assessment upon the Property or upon this Easement or the rights it
represents or that it grants to Grantee; any death or injury to any person oncoming on the
Property; (iv) any lien or attempts to enforce a lien asserted against the Property, except for a lien
caused by Grantee; any loss or damage to any property on the Property; or (vi) any lawsuit
or governmental administrative or law enforcement. action which is commenced or threatened
against a Grantee Indemnified Party or to which any Grantee Indemnified Party is made a party
or called as a witness; but notwithstanding the foregoing, ?Indemni?ed Cause? shall not, as to
any Grantee Indemnified Party, include any Loss to the extent it results from any act or acts
which have been the result of the bad faith, negligence or willful misconduct by the Grantee
Indemnified Party. It is further agreed that no Grantor shall have an indemnification obligation
or liability under this Section as to any Indemnified Cause which arises entirely and solely from
events which occurred after such Grantor is no longer the legal owner of the Property or any part
thereof (it being understood that one or more subsequent owners shall have such indemni?cation,
defense, reimbursement, and holding harmless obligation as Grantor).

b) Grantee agrees to indemnify, protect, defend, and hold Grantor, its
of?cers, directors, members, employees, contractors, invitees, legal representatives, agents, and
each of their heirs, successors, and assigns (collectively, for purposes of this Section, ?Grantor
Indemni?ed Parties") harmless from and against all liabilities, costs, losses. orders, liens,
penalties, damages, expenses, causes of action, claims, demands, or judgments, fees, fines, or
other expenses including reasonable attorneys?, consultants? and experts? fees, and court costs,
arising from or in any way connected with any third~party claims arising out of negligent or
intentional actions on the Property by Grantee or the Grantee Parties, including without
limitation any injury to or the death of any person, or physical damage to any property resulting
from such negligence or intentional action.

16

 

 

 

 

9. Eorce Maieure. Nothing in this Easement shall be construed to obligate Grantor

(or to entitle Grantee to bring any action against Grantor) to abate, correct, or restore any
condition on the Property or to recover damages for any injury to or change in the Property
resulting from causes beyond Grantor?s reasonable control, including, without limitation, ?re,
?ood, storm, and earth movement, or for acts of wild or feral animals, or for acts of trespassers
that Grantor could not have reasonably anticipated and prevented, or from any prudent action
taken by Grantor under emergency conditions to prevent, abate, or mitigate significant injury to
the Property resulting from such causes (each a ?Force Majeurc Event?).

ll). Disputes I Remedies.

10.1. In the event of an alleged violation by Grantor of the terms of this
Easement, Grantee shall give Grantor written notice of the alleged violation and shall allow
Grantor a period of time (the ?Cure Period?) in which to correct the violation and restore the
Property to its condition before the violation before triggering the dispute resolution process
described below, ?ling any legal action or exercising any other remedies for such violation
(except inspection and monitoring which shall not be deferred). The Cure Period shall be sixty
(60) days from the date notice of violation is sent from Grantee to Greater. The Cure Period
may continue beyond such sixty period if Grantor commences? the cure within the initial
sixty (60)~day period according to a plan for cure to which Grantor and Grantee have agreed in
writing during such sixty (dill-day period and only for so long as Grantor continues thereafter to
use diligent efforts and due diligence to complete the cure.

10.2. If the Parties are unable to resolve the dispute during the Cure Period, then
the Parties shall make good faith efforts to resolve the dispute consistent with this Easement
during the sixty (Gill-day period following the Cure Period (the ?Dispute Resolution Period").
following the expiration of the Cure Period, the Parties shall arrange a meeting or
conference telephone or video call among representatives of the Parties. If the Parties are unable
to resolve the dispute during the Dispute Resolution Period, then either Party may pursue all
available equitable or legal. remedies available to such Party.

10.3. If the Parties are unable to resolve the dispute informally during the Cure
Period or the Dispute Resolution Period, and Grantee determines that a violation may have
occurred or has occurred, Grantee may seek or pursue any remedy available pursuant to this
Basement and Applicable Law, including but not limited to, an injunction to stop such violation,
temporarily or permanently Nothing in this Article 10 relieves Grantee from proving the
elements required by a court of competent jurisdiction to obtain injunctive relief. Once legal
proceedings have been initiated, Grantee may also seek. an injunction requiring Grantor to
restore, or pay for the restoration of, the Property to its condition before the violation. Grantee

need not prove that monetary damages are inadequate to pursue speci?c enforcement of this 

Basement and seek an injunction against Grantor to stop or remedy a violation. The failure of
Grantee to discover a violation or to take immediate action shall not bar it from doing so at a
later time, so long as it is within the applicable Statute of Limitations. Grantee?s remedies
described in this Section are cumulative and are in addition to all remedies ?now or in the future
existing at law or in equity. Furthermore, the provisions of Sections 815~816 of the California
Civil Code are incorporated by'this reference and this Easement shall include and not be limited
by the rights and remedies set forth in Sections 815816 of the California Civil Code.

17

 

 

.llil

 

10.4. Notwithstanding anything in this Easement to the contrary and without
limitation of any other rights and remedies of Grantee, if Grantee in its reasonable discretion
determines or has reasonable cause to believe that there has occurred a violation that requires
immediate action to prevent or mitigate a material and imminent threat of irreparable harm to the
Conservation Values or if Grantee is denied entry to inspect all or any part of the Property alter
complying with the access requirements of Section 3.2 (excluding areas of the Property to which
Grantee may reasonably be denied access during Remediation activities), Grantee may
immediately pursue injunctive relief available pursuant to this Conservation Basement and
Applicable Law. Grantee must make a good faith effort to notify Grantor prior to seeking any
such injunctive relief.

10.5. Grantee shall have the right, without limitation of any rights herein as
against Grantor, to assert and enforce any of the rights and remedies in this Basement against any
person or entity other than Grantor that engages in any action upon the Property that constitutes a
violation of any of the covenants or restrictions of this Easement, whether such person or entity
enters upon the Property as a tenant, guest or invitee of Greater, by an act of trespass or by any
claim of right.

10.6. If Grantor fails to pay prior to delinquency any assessments, fees, ?nes,
levies, penalties, taxes, and other charges imposed by a government, governmental agency, or
governmental authority that can become a lien on the Property or upon this Easement or the
rights it represents or that it grants to Grantee (collectively, ?Governmental Charges?), Grantee
may, but shall have no obligation to, pay such Governmental Charges or any part thereof if
Grantor fails to make such payment within thirty (30) days after receipt of written notice from
Grantee (which notice shall be accompanied by reasonable evidence of the amounts owing),
according to any valid bill or statement procured from the appropriate public of?ce. If Grantee
makes any such payment, Grantee shall concurrently notify Grantor of the same. Payment made
by Grantee shall bear interest from the date of payment until Grantee is paid by Grantor at the
rate of ten percent per annum or at the highest rate of interest per annum as is allowed by
Applicable Law, whichever is less.

10.7. In the event that Grantee acts to enforce this Easement or any obligation
hereunder, all reasonable expenses (including reasonable attorneys? fees) incurred by Grantee
necessary to inspect and evaluate the violation, or (ii) pursuant to a court action or proceeding
after or to prepare for such action or proceeding, or both and shall be charged to and
paid by Grantor, if it is later agreed by the Parties or determined by a court that a violation of the
Easement occurred; except, however, that Grantor shall not be responsible to Grantee for costs
of a frivolous act-ion by Grantee or an action brought in bad faith by Grantee, as determined by a
court of competent jurisdiction. All such reasonable expenses, together with costs of collection
(including reasonable attorneys? fees), shall be recoverable by Grantee and be subject to
collection by all lawful means for the collection of a debt under the law of the state in which the
?Property is located.

10.8. Grantor acknowledges that for the fulfillment of Grantor's purposes and
intentions for this Easement, Grantor requires Grantee to accept perpetual obligations for the
interpretation and enforcement of this Easement and to that end Grantee must maintain its
financial capacity to enforce this Easement. It is therefore agreed that, should Grantor or anyone

18

 

 

acting by, through, under or on behalf of Grantor, commence litigation against Grantee to
enforce any rights hereunder or to dispute any actions or inaction of Grantee, to enforce any
alleged duty or obligation of Grantee hereunder or to seek damages or specific performance
against Grantee then unless Grantee is. finally determined by a court of competent jurisdiction,
beyond right of appeal, to have acted contrary to the terms of this Basement and to have failed to
exercise reasonable judgment taking, into account the Basement Purposes, the Conservation
Values, and the circumstances of which Grantee had actual knowledge at the relevant time, then
Grantor shall reimburse Grantee for all reasonable costs and expenses, including attorney?s fees,
reasonably incurred by Grantee in its defense in such- litigation. Grantee shall not be considered
to have failed to exercise reasonable judgment as aforesaid solely based on the fact that Grantee
did not or does not prevail in the relevant legal proceedings.

ll. Effect of Waiver. Grantee?s waiver of the breach of any one term, covenant, or
provision of this Easement shall not be a waiver of a subsequent breach of the same term,
covenant, or provision of this Easement or of the breach of any other term, covenant, or
provision of this Easement. No delay or omission in the exercise of any right or remedy on any
breach by Grantor (or its agents, employees, directors, of?cers, members or contractors) shall
impair such right or remedy or be construed as a waiver.

12. No Voluntary Transfer by Grantee; imaginary 

12.1. Grantee may not assign, convey or transfer any rights or interest in this
Easement without the prior written approval of Greater, which approval shall not be
unreasonably withheld. Any transfer of Grantee?s interest in this Easement may only be made to
a Qualified Organization, and only following the prior written approval of the California
Attorney General, provided that such approval shall not be unreasonably withheld, conditioned,
or delayed.

 

12.2. If at any time Grantee is unable to enforce this Easement or if Grantee or
any successor or assignee of Grantee?s rights under this Easement ceases to exist or ceases to be
a Quali?ed Organisation and if, within a reasonable period of time after the occurrence of any of
these events, Grantee or any successor or assignee fails to assign all of its rights and
responsibilities under this Easement to a Qualified Organization approved by Greater, than the
rights and responsibilities under this Easement shall become vested in and fall upon another
Qualified Organization in accordance with a proceeding before, and the order of, any court of
competent jurisdiction or prior approval of the California Attorney General.

13. Grantor?s Transfer of Krone-?y Interest. Any time Grantor intends to transfer
all or part of the Property, or any interest in it, to any third party, or otherwise, Grantor shall
notify Grantee in writing at least sixty [60) days before the transfer of the Property or interest,
For clarification purposes, Grantee shall not have the right, and Greater need not; request
. Grantee, to approve any transfer of the Property or any part thereof or any interest in it; provided,
however, if the transfer of the Property or interest is to a Native American Tribe, Grantee?s
approval of such transfer shall be required, unless such Tribe waives its sovereign immunity with
respect to this Easement. The document of conveyance shall expressly incorporate this
Easement by reference and expressly make any such transfer expressly subject to this Easement
and its terms, conditions and restrictions. Failure of Greater to comply with the terms of this

1.9

 

Jill.

 

Section shall not impair the validity of this Easement or limit its enforceability in any way. All
successive owners of the Property (or any portion thereof) shall be bound by this Easement and
the terms and covenants contained herein relating to the portion of the Property owned by such
cwner(s). Notwithstanding anything in this Easement to the contrary, any Grantor shall be and
remain liable, even after ownership has been transferred, for any breach or violation of this
Easement by such Grantor if, but only if, such breach or violation occurred during such time as
such Grantor held fee title of the entire Property or that part of the Property on which the breach
or violation occurred.

14. Binding on ?nccessog and Assigns. All provisions of this Easement shall run

with the land described herein and shall be binding on the Parties hereto, Grantor's successors,
permittees and assigns (except to the extent that liability and indemnity obligations are limited to
a particular Grantor as provided in Sections 8.2(a) and 13 above), and Grantee?s
successors and assigns which are approved as provided in Section 12.

Amendment of Easement. This Easement may be amended only with the
written consent of Grantee and Greater (or Grantee?s or Grantor?s successor in interest, if any)
that is the owner of the portion of the Property to which the amendment applies, including
without limitation, amendments to protect additional Conservation Values at the Property
resulting from the Remediation. Any amendment which does not have the sole purpose of
protecting additional Conservation Values or increasing the amount of land protected by this
Easement must be approved by the California Attorney General. Any amendment must be
consistent with the Basement Purposes and must comply with the California Civil Code, and any
regulations promulgated in accordance therewith. Any amendment must also be consistent with
other California law governing conservation easements.

16. Grantor?s Title Warranty. Grantor represents and warrants that: Grantor
has fee simple title to the Property, free from any and all liens or encumbrances that any lender
has made, or agreed to make, that is or may be superior to this Easement or that must, as a matter
of law, give consent in order to be legally bound by this Basement; and all mortgages, deeds
of trust and other liens or encumbrances upon all or any part of the Property which either come
into existence or are recorded in the place for the recording of such liens or encumbrances after
the date of this Easement will be subject to and subordinate to this Basement.

Extinguishment.

17.1. It is the intention of the Parties that no change in the use of properties
adjoining or in the vicinity of the Property will at any time or in any event result in the
extinguishment of any of the covenants, restrictions or easements contained in this Easement.
However, if any cause or circumstance gives rise to the extinguishrnent of this Easement or a
material term or provision hereof by judicial proceeding in accordance with Applicable Law,
then Grantee, on the ?rst subsequent sale, exchange or involuntary conversion of the Property,
shall be entitled to ninety percent of the proceeds remaining following the reduction of
any of the reasonable expenses incurred by Grantor during the Property sale. All such proceeds
received by Grantee shall be used in a manner consistent with the Basement Purposes.

20

 

 

 

 

17.2. Whenever all or part of the Property is taken by exercise. of eminent
domain by public, corporate or other authority so as to abrogate any material restrictions
imposed by this Easement, Grantor and Grantee shall join in appropriate actions at the time of
such taking to recover the full value of the taking and all incidental or direct damages resulting
from the taking. In the alternative Grantee may consent in its sole discretion and on terms
approved by Grantee to a deed in lieu of condemnation which results in the abrogation of
material restrictions imposed by this Easement. Grantee shall be entitled to ninety percent
of the recovered proceeds from condemnation or deed in lieu of condemnation, if any, and
shall use such proceeds in a manner consistent with the Basement Purposes. All reasonable
expenses incurred by Grantor and Grantee, including reasonable attorneys? fees, in any such
action or deed in lieu of imminent condemnation shall be paid out of their respective share of the
recovered proceeds.

17.3. The respective rights of Greater and Grantee in this Article 17 shall be in
addition to and not in limitation of any rights they may have in common law with respect to a
modification or termination of this Easement by reason of changed conditions or the exercise of
powers of eminent domain as aforesaid.

18 Approvals by Grantee. None of the rights for which the approval of Grantee is
expressly required in this Easement (?Conditional Rights") may be exercised or undertaken
unless Grantor has ?rst satis?ed the conditions and requirements in this Article 18 For clarity,
the right of Greater, DOE, and NASA to conduct the Remediation, Legal Compliance (except as
expressly limited by Section 5. 2), and Stormwater Management is not subject to this Section.
The Conditional Rights are summarized to Exhibit attached hereto.

18.1. Grantee must be satis?ed, as evidenced by its prior written approval of
Grantor?s proposed exercise of a Conditional Right, that any use or activity done in the exercise
of the Conditional Right will meet the requirements and conditions for such Conditional Right
and will have no material adverse effect on the Easement Purposes or on the Conservation
Values. Notwithstanding anything in this Easement to the contrary, if Grantor undertakes to
exercise a Conditional Right without prior approval of Grantee and such approval is expressly
required under this Easement, then such exercise of the Conditional Right by Grantor may be
treated by Grantee, in Grantee?s sole discretion, as an action that was prohibited by this
Easement as fully as if the Conditional Right was not contained in, or reserved to Greater under,
this Easement (however, Grantor shall thereafter have the right to seek Grantee's approval for
the Conditional Right in question). Should Grantee elect, in its discretion, to decline to assert
this prohibition and to waive a violation of the Conservation Easement arising solely from
Grantor's failure to seek and obtain Grantee's approval before exercising a Conditional Right,
Grantee shall not be thereby obligated to do so in any future circumstance or event and Grantee?s
waiver shall not be construed to require any waiver in a. subsequent instance.

1&2. Notwithstanding the foregoing, in the event the Property is affected or in
imminent danger of being affected by casualty damage resulting from a Force Majeure Event
then the prior approval requirements of this Easement shall ?be waived as to any action that would
otherwise require such approval but which must be undertaken by Grantor immediately in order
to prevent loss, damage or injury to persons or property or to prevent ecological damage to the
Property or neighboring property (an ?Emergency Restoration Action?); provided that Grantor

21

 

.Ilil

 

shall make a good faith effort to notify Grantee prior to undertaking such Emergency Restoration
Action and to keep Grantee informed of its ongoing actions

18.3. Grantee p1i01 written approval of the exercise of Conditional Rights
shall be obtained, conditionally obtained or declined according to the procedure provided' in this
Section At least thirty (30) days before Grantor begins, or allows any exercise of Conditional
Rights on the Property Grantor must notify Grantee in writing of Grantor?s intentions to do so;
provided, however that Grantee may, upon written request, reduce the period of time for notice
of the proposed exercise of Conditional Rights for simpler requests, in Grantee?s discretion.
Such notice must include plansdepicting, in reasonable detail, the construction or other use or
activity, and location thereof, which Grantor intends to undeitake. Grantor may also be required
to present to Grantee for review any applications to or approvals or permits issued by, any
governmental entity that is required for the exercise of the Conditional Right for which Grantee?s
approval is sought. Grantee may request additional information or details not provided by
Grantor regarding Grantor?s proposed exercise of Conditional Rights as Grantee reasonably
believes necessary to determine compliance with this Article. Grantee shall not be obligated to
accept or respond to any request for approval of a Conditional Right if Grantor is then in material
violation of this Easement. Grantee shall have thirty (30) days from receipt of the notice or, if
later, any additional information regarding the proposed use or activity reasonably requested by
Grantee, in which to make one of the following determinations:

a) Approve Grantor?s proposed exercise of a Conditional Right in
accordance with the materials submitted by Grantor. Approval on such terms shall constitute a
covenant by Grantor to exercise the Conditional Right solely in accordance with the notice and
other information submitted to Grantee, which covenant shall be enforceable by Grantee as fully
as if stated in this Easement.

b) Approve Grantor?s proposed exercise of a Conditional Right in
accordance with the materials submitted by Grantor but subject, however, to such reasonable
quali?cations and conditions as Grantee may impose in its notice of approval. Such
quali?cations and conditions shall be limited to those which Grantee deems necessary to: assure
compliance by Grantor with any of the express covenants or restrictions of this Easement,
preserve and protect the Basement Purposes or restrict Grantor?s exercise of the Conditional
Rights to that which Grantor has represented to Grantee. Approval on such terms shall constitute
a covenant by Grantor to exercise the Conditional Right, if at all, only in accordance with the
notice and other information submitted to Grantee, as modified or supplemented by the
quali?cations and conditions that Grantee imposed, which covenant shall be enforceable by
Grantee as fully as if stated in this Easement.

c) Decline to grant approval of Grantor proposed exercise of a Conditional
Right on the basis of the notice and other materials submitted Should Grantee decline to grant
approval, Grantee shall state in writing its reasons.

18.4. Grantee shall exercise reasonable judgment in applying the standards of
review and approval for the exercise of Conditional Rights, consistent with and taking into
consideration the fulfillment of the Basement Purposes and the preservation of the Conservation
Values.

22

 

 

 

18.5. Grantee may grant, with or without conditions, approval for recurrent
exercises of Conditional Rights, particularly but not necessarily limited to activities of a de
minimis nature, if Grantee concludes that doing so will have no material adverse effect on the
Basement Purposes or on the burden on, and effectiveness of, Grantee?s monitoring and
enforcement in accordance with this Easement. Such approval must be in writing and shall, as
with other approvals of the exercise of Conditional Rights, be limited to the description of the
proposed exercise of Conditional Rights in Grantor's proposal as modified or limited by the
conditions in Grantee?s written approval. 

18.6. In the event that Grantee?s approval is required and Grantee fails to
respond within the time period specified above and ?trther fails to respond within ten (10) days
after a second written request by Grantor to Grantee, then the Grantee shall be deemed to have
granted approval unless the activity for which approval is required is otherwise expressly
prohibited under Article 4 of this Easement.

18.7. Grantor shall be responsible, as a condition of the right to exercise the
Conditional Rights, for payment of Grantee?s reasonable costs and expenses, including legal and
consultant. fees, associated with review of Grantor?s request for approval; provided, however,
that Grantee will notify Grantor before incurring any costs or expenses which it. believes Gtantor
may be obligated to pay under this Section and provide Grantor an estimate of such costs or
expenses. Grantee may condition consideration of a proposal for exercise of Conditional Rights
upon the deposit of a sum of money with Grantee to secure payment of Grantee?s reasonable
costs of review: any unused funds shall be returned to Greater within ten (10) days of Grantee
notifying Grantor of its decision. The time period for Grantee?s consideration of Grantor?s
request shall not run until such deposit is made.

18.8. In consideration for Grantee accepting the perpetual responsibility and
obligation to review the proposed exercise of Conditional Rights by Grantor, Grantor hereby
waives, for Greater, and Grantor?s heirs, successors, legal representatives, and assigns, to the
fullest extent allowed by law, any and all right to seek or recover damages from Grantee in any
litigation or other legal action arising from a dispute over Grantee?s disapproval of any request to
exercise any Conditional. Right, including activity proposed in a Resource Plan, and agrees that
the sole remedy or legal right to seek redress arising from any decision of Grantee pursuant to
this Section 18 shall be to seek a declaratory judgment or other legal declaration by a court of
competent jurisdiction as to the rights of Grantor hereunder.

19. Miscellaneous Provisions.

Seyerability. If any term, covenant, condition or provision of this
Easement is determined by a court of competent jurisdiction to be invalid or otherwise
unenforceable, such term, covenant, condition or provision shall be fully severable, and this
Easement shall be construed and enforced as if such invalid or unenforceable term, covenant,
condition or provision never comprised a part hereof; and all remaining provisions of the
Easement shall remain in full force and effect.

23

 

.l ill

 

19.2. Qaptions. The captions in this Easement have been inserted solely for
convenience of reference, are not a part of this Easement, and shall have no effect on its
construction or interpretation.

19.3. Perpetual Duration. This Easement shall be a servitude running with the
Property in perpetuity consistent with the concepts and intent of Section 1460 of the California
Civil Code. Every provision of this Easement that applies to Grantor and Grantee shall also
apply to and be binding on their respective agents, successors, and assigns.

Notices. Any notice, request, demand, consent, approval or other
communication required or permitted hereunder or by law shall be validly given or made only if
in writing and delivered in person to the following representative of the other Party, delivered via

areputable overnight delivery service with delivery receipt required, or deposited in the United
States mail, duly certi?ed or registered (return receipt requested), postage prepaid, and addressed
to the Party for whom intended, as follows:

 

If to Greater: The Boeing Company
Planning Real Estate
c/o NGKF
Attn; Samira Shubash (Transaction Coordinator)
2201 Seal Beach Blvd, WC: 1106664
Seal Beach, CA 90740

With a copy to: The Boeing Company
cio MBG Consulting, Inc.
Boeing Lease Administration Team
980 N. Michigan Avenue, Suite 1000
Chicago, IL 6061 1

And a copy to: The Boeing Company
Attn: Director of Remediation
300 N. 6'h St.
Mail Code: 
Renton, WA 9805?

And a copy to: The Boeing Company
Attn: Allison Edgar, Esq.
Senior Counsel, Environmental, Health Safety
2201 Seal Beach Blvd.
MIC: 110?3664
Seal Beach, CA 90740

24

 

 

 

If to Grantee: North American Land Trust
- 100 Hickory Hill Road
PD. Box 467
Chadds Ford, PA 19317
Attn: Stephen Thor Johnson

Any Party may from time to time, by written notice to the other, designate a different recipient,
address or both which shall be substituted for that specified above. If any notice or other
document is sent by mail as aforesaid, the same shall be deemed fully delivered and received
forty-eight (48) hours after mailing as provided above.

19.5. All references in this Easement to
Applicable Laws shall be deemed to refer to those 8 Applicable Laws then to effect.

 

 

19 6. 0 Uses. The terms ?present conditions" or ?present
uses? mean the or uses as they exist on the Effective Date

19.7. Easement to be. Recorded. Grantor and Grantee intend and consent to the
recordation of this Easement in the Of?cial Records of Ventura County, California.

19.8. Entire Agreement. This Basement and the Basement Funding Agreement
set forth the entire agreement of the Parties with respect to the Easement and supersedes all prior
discussions, negotiations. understandings. and agreements relating to the Property, all of which
are merged into the foregoing mentioned instruments.

19.9. Cognterp arts. This Easement may be executed in counterparts. each of
which shall be deemed an original, and all of which. when taken together, shall constitute one
fully?executed agreement.

 

. . The Recitals 1n Articlel and the exhibits attached
to this Basement and listed below are incorporated into this Easement by this reference:

Exhibit A -- Legal Description of the Property
Exhibit - Property Map
Exhibit .. Grantee Parties? Release and Indemnity
Exhibit 1) Summary List of Conditional Rights
Exhibit Index of Defined Terms
19.1]. Effective Date. This Easement is effective as of the date (the ?Effective-

Date") of the last signature executed below, or on recordation in the Of?cial Records of Ventura
County. California. if any signature is inadvertently undated.

25

 



 

19.12. Interpretation. Should any provision of this Easement require judicial
interpretation, the court interpreting or construing the same shall not presume that the terms of
any such provision should be more strictly construed against one Party or the other by reason of
the rule of construction that a document is to be construed most strictly against the Party who
itself or through its agent prepared same, it being agreed that all. Parties and their agents have
participated in the preparation of this Easement. The Parties recognize the Conservation Values
of the Property and have the conunon purpose of preserving these Conservation Values. Any
general rule of construction to the contrary notwithstanding, this Easement shall be liberally
construed in favor of the grant to promote, protect and fulfill the Basement Purposes. If any
provision in this Easement is found to be ambiguous, an interpretation consistent with the
Basement Purposes that would render the provision valid should be favored over any
interpretation that. would render it invalid. The Parties intend that this Easement, which is by
nature and character primarily prohibitive (in that Grantor has restricted and limited the rights
inherent in ownership of the Property), shall be construed at all times and by all Parties to
promote, protect. and fulfill the Basement Purposes.

19.13. Third~Party Beneficiaries; California Attorney General. Except for any
governmental authority with jurisdiction over the Property, this Easement is not intended for the
benefit of any third party and is expressly not enforceable by any such non?governmental third
parties. The Parties agree and acknowledge that the California Attorney General is an intended
thirduparty bene?ciary of this Easement, pursuant to its oversight of charitable trusts. The
California Attorney General, in its capacity to oversee charitable trusts, is hereby granted the
rights to approve any amendment, assignment, or ?nancial encumbrance of this Easement. Upon
a ?nding by the California Attorney General satisfying the requirements of and subject to the
review process set forth in California Code of Civil PrOCedure Section 1094.5, following written
notice to Grantee and a reasonable opportunity to cure, that this Conservation Easement has
been amended, transferred or used as security. for any debt without the written approval of the
California Attorney General or Grantee has materially and substantially failed to preserve and
protect the Conservation Values of the Property in the manner provided in this Conservation

Easement. then title to this Conservation Easement shall vest in a Qualified Organization

selected by the California Attorney General; the vesting of the Conservation Easement in said
Qualified Organization shall only occur upon acceptance of the Conservation Basement and
compliance with any Applicable Law related to acceptance.

19.14. No Merger of Title. Notwithstanding anything to the contrary in this
Easement, should Grantee become a fee owner of any portion of the Property, this Easement
shall not merge with any interest in the Property upon conveyance to Grantee and title shall be
transferred subject to the continued validity and enforceability of this Easement in accordance
with the laws of the State of California. In. such event the rights of Grantee under this Easement
as to the portion of the Property owned by Grantee shall'forthwith be transferred to a Quali?ed
Organization in accordance with Article 12.

19.15. Authority. Each Party hereto warrants and represents that such Party has
full and complete authority to enter into this Basement and each person executing this Easement
on behalf of a Party warrants and represents that he has been fully authorized to execute this
Easement on behalf of such Party and that such Party is bound by the signature of such
representative.

26.

 

 

 

19.16. W. This Easament shall be interpreted under the laws of the
State of California. exclusive of its con?ict of law provisions.

I Remainder of Page Intentionally Blank; Signature Pages Follow}



 

. II .ll'l

 

This Conservation Easement is agreed to and executed by Grantor:

THE BOEING COMPANY.
31 Delaware corporation

By! M. . 4w
?Simmw;

I Grantee Signature Page Follows I

[Signature Page to Conservation Easement]

 

 

This Conservation Easement is agreed to and executed by Grantee:

NORTH AMERICAN LAND TRUST,

a non? refit corporation
I Afr
By:

Stephen Thor Joh?on, President

[Signature Page to Conservation Easement]



 

 

A notary public or other officer complotihg this c?rti?chte veri?es only the identity of the
individual who signed the document to which this certi?cate is attached, and not the truthfulness,
accuracy, or validity of that document. 

 

 

 

STATE OF CALIFORNIA
COUNTYOF 0 ago

On A-vril t?ltlol'i hone,

personally appeared Md. 1' 90 Lilli-'54 .
who proved to me on the basis of satisfactory evidonce to be the person whose {13111695} ism/96'
subscribed to the within instrument. and acknowledged to me that he}. 31'th executed the same
in his/MAM authorized oapacity?e?), and that by hisfhe?f/the?ir signatureos?j' on the instrumont

the personpt'); or the entity upon behalf of which the personMacted. executed the: instrument.

I certify under PENALTY 0F PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct. 

WITNESS my hand and of?cial seal.

TAM ELISE ROBERTS
combatant 2123816.

m: . Gllil?fhla

 

Signature I (5680

[Acknowledgment to Conservation Easement]

 

 

 

A notary public or other of?cer completing this certi?cate verifies only the identity of the
individual who signed the document to which this certi?cate as attached and not the truth?llness,
accuracy, or validity of that document.

 

 

 

 

 

Pep? sew/m: 
STATE OF 
COUNTYOF CHESTER. 
0a APRIL 59017 beforeme,
personally appeared

 

 

who proved to me on the basis of satisfactory evidence to be the persoo(s) whose name(s) islare
subscribed to the within instrument and acknowledged to me that helshe/they executed the same
in his/herltheir authorized capacity?es) and that by hisiherftheir aignature(a) on the instrument
the person(e), or the entity upon behalf of which the person(s) acted, executed the instrument

I certify under PENALTY 0F PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.

WITNESS my hand and of?cial seal.

 

3 MHOHWEA PE 5 
NOTARIAL SEAL
Karen llama. Note-y Public
Peansbury Twp. Chester County
Hy Com mlalen Explrea Aug. 22. 2018
I I a 

 

 

[Acknowled?ment to Conservation Easement]

 

.llil

 

Exhibit A
Property

THAT PORTION OF LAND AS SHOWN BY OF SURVEY. IN THE COUNTY
OF VENTURA, STATE OF CALIFORNIA, RECORDED IN BOOK 59, PAGE 62 OF 
RECORDS OF SURVEY, IN THE OFFICE OF THE COUNTY RECORDER 0F SAID
COUNT Y. DESCRIBED AS FOLLOWS:

BEGINNING AT CORNER NOTE NUMBER .5 OF SAID RECORD OF THENCE
5004.10 THENCE 2030.12 THENCE
903.56 THENCE 2870.50 FEET TO A POINT
REFERRED TO AS POINT THENCE 715.93 
THENCE 1100.84 THENCE 1434.43 THENCE
2712.45 THENCE 1324.65 THENCE
1846.19 THENCE 808.78 THENCE
2241.77 THENCE 699.72 THENCE
999.95 THENCE 899.80 THENCE 
1976.78 THENCE 170.70 THENCE 

4811.06 THENCE 2207.23 FEET: THENCE 

3253.52 THENCE 3253.53 THENCE 

3101.63 THENCE 3260.34 FEET TO THE POINT OF BEGINNING.

EXCEPTING THAT PORTION DESCRIBED AS FOLLOWS:

BEGINNING AT POINT AS DESCRIBED THENCE 
5520.60 THENCE 4752.16 THENCE 

1573.00 THENCE 1900.03 THENCE 

3326.53 THENCE 2920.42 FEET TO THE POINT OF BEGINNING.

CONTAINING 2,342.88 MORE OR LESS.

AS SHOWN ON EXHIBIT ATTACHED HERETO AND BY THIS REFERENCE
MADE A PART HEREOF.

APNs: 685-0-051?100, 685-0-051?110, 685~0~051~120, 685-0-051-150, 685-0-051-180,
685?0-051-200, 6535-0060435. 685~0~060~ 145, 685-0-060-155, 685-0-060-295,
685-0-060-305, 68541430445, 685-0-140?050, 6850440640, 6850?1403951,
685-0?140?405

Exhibit A. Page 1 of I



 

 

 

 

 

EXHIBIT 
mm TO ACCOMPANY LEGAL DESCRIPTION

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

I .
m? ARMS
Tn EMMA 
'9 LINE TABLE 

Di DIRECTION LENGTH
mm?
a mumTRACT a? x) aw

3/rmn?

- L6 5 9 5 

 

54:56:31? mart
mm?? mm"
:3 a: warm 220.37
ma?
?3 mm was?
5mm; my
a are warm 1mm
mm
5772;?? mm
as 5:51:25? mm
52504351 m5!
mm 
?Mh_ mm
want 
Mm mm?
- mm 4752:?
mam mow

mar

?if gaw?amfgf? . 
am new mm 

WW (2:342:53 Wis} 

 

2:
ea

 

 

 

 

 

 

 

 

 

 

98-66533 (19.
i3

 

 

 

 

 

 

 

 

 

 

 

 

 
 

 

SCALE: 2000?

 

 

 

 

555555255555

 

QATE: 4-11-17 SHEET 1 OF 1

 



Int. 

 

Exhibit B, Page 1 of 

 

.?il

Exhibit 
Release and Indemnity Agreement

(?Grantee Party"), a contractor or subcontractor to the
North American Land Trust seeks access to nearly 2,400 acres of land owned by
(?Greater?) and formerly known as the Santa Susana Field

 

 

 

Laboratory located in Ventura County, California (?Property?) to perform inspection,
monitoring or enforcement actions on behalf of NALT in accordance with the Conservation
Easement by and between NALT and The Boeing Company dated April W, 2017
(?Conservation Easement?). Any capitalized terms not de?ned herein have the meaning
ascribed to them in the Conservation Easement.

Pursuant to Section 3.2 of the Conservation Easement, Grantor is willing to grant Grantee
Party access to the Property, provided that Grantee Party agrees to the terms and conditions
contained in this Release and indemnity Agreement. 

In exchange for this grant of access, Grantee Party represents and agrees to the following
terms and conditions:

1. Compliance. Grantee Party shall perform its activities on the Property in
compliance with all Applicable Laws, including, OSHA or other applicable safety and/or
environmental-related regulations. in addition, to protect itself from risks associated with natural
hazards and dangers on the Property, Grantee Party shall take reasonable precautions and use due
care while on the Property, including, without limitation, wearing personal protective equipment
(if necessary).

2. Waiy gt's.

a) Grantee Party understands and acknowledges that the Property is an active
remediation site and that others, including any of Greater, NASA, DOE, State or federal
regulators and their agents, contractors and representatives, will be conducting Remediation
and/or inspection activities in certain areas of the Property. Grantee Party agrees to comply with
Grantor?s reasonable instructions relating to safety in and around the vicinity of the Remediation
or inspection activities and hereby waives, releases and renounces any and all claims against
Grantor from the failure of Grantee Party to comply with such instructions.

b) Grantee Party further understands and acknowledges that the Property
provides a home for a wide variety of plants and wildlife which can be harmful or dangerous to
humans if appropriate care is not taken, including poison oak, bees, ticks, scorpions, rattlesnakes,
rodents, deer, coyotes, mountain lions, etc., and understands that Grantee Party may encounter
these natural plants or wildlife when traversing the Property. Grantee Party acknowledges and
understands that it will be provided access to the Property in its ?as~is? present condition and that
Grantor makes no warranty of any kind concerning the natural hazards of the Property (now or in
the future) or its ?tness for any purpose. Grantee Party hereby waives, releases and renounces
any and all claims against Grantor and its agents, employees, directors, of?cers, members, and
contractors relating to the conditions, hazards or dangers of nature or natural features existing on
the Property (now or in the future), including claims arising out of or alleging Grantor?s fault or

Exhibit C, Page i of 4

 

 

 

liability due to failure to correct such conditions or notify Grantee Party of such conditions, but
excluding claims to the extent resulting from the intentional action or willful misconduct by
Grantor.

c) Grantee Party understands and acknowledges that it is responsible for and
assumes the risk of injury of its agents, employees, directors, officers, members, and contractors
that occurs during any time spent on the Property arising from any of the conditions as to which
Grantee Party has given its waiver and release in this Release and Indemnity Agreement.

3, Indemnification, Grantee Party agrees to indemnify, protect, defend, and hold -
Grantor, its of?cers, directors, members, employees, contractors, invitees, legal representatives,
agents, and each of their heirs, successors, and assigns (collectively, for purposes of this Section,
?Grantor Indemnified Parties?) harmless from and against all liabilities, costs, losses, orders,
liens, penalties, damages, expenses, causes of action, claims, demands, or judgments, fees, ?nes,
or other expenses including reasonable attorneys?, consultants' and experts' fees, and court costs,
arising from or in any way connected with any third?party claims arising out of negligent or
intentional actions on the Property by Grantee Party, including withdut limitation any injury to or

the death 01 any person, or physical damage to any property resulting from such negligence or
intentional action

4. mm Greater may terminate the access rights granted to Grantee Party
hereunder in the event that Grantee Party fails to comply with any of the safety requirements set
forth in Paragraphs 1,2 or 3 of this Release and Indemnity Agreement, provided that Grantor

informs Grantee Party of the violation and Grantee Party does not take immediate action to cure
the violation.

5. Miscellaneous.

21. This Release and Indemnity Agreement shall be governed by and
construed in accordance with the laws of the State of California.

b. Nothing in this Release and Indemnity Agreement shall at any time be so
construed as to create a relationship of employer and employee,
partnership, principal and agent, or joint venture between Grantor and
Grantee Party.

o. This Release and. Indemnity Agreement shall be binding upon Grantee
Party and its successors and permitted assigns.

d. This Release and Indemnity Agreement is not intended to and shall not

affect any claims of Greater or Grantee Party by or against any entity
other than such party.

e. If any term, covenant, condition or provision of this Release and
Indemnity Agreement is determined by a court of competent jurisdiction
to be invalid or otherwise unenforceable, such term, covenant, condition
or provision shall be fully severable, and this Release and Indemnity
Agreement shall be construed and enforced as if such invalid or
onenforceable term, covenant, condition or provision never comprised a

Exhibit C, Page 2 of 4

 

Jill

 

g.

part hereof; and all remaining provisions of the Release and Indemnity
Agreement shall remain in full force and effect.

This Release and Indemnity Agreement may be executed and delivered via
facsimile or PDF with the same force and effect, and if so executed and
delivered shall be effective, as if an original of this Release and Indemnity
Agreement were executed and delivered.

Grantee Party warrants and represents that it has full and complete
authority to execute this Release and Indemnity Agreement and each
person executing this Release and Indemnity Agreement on behalf of
Grantee Party warrants and represents that he or she has been .liully
autherized to execute this Release and Indemnity Agreement on behalf of
Grantee Party and that Grantee Party is bound by the signature of such
representative.

Exhibit C, Page 3 of 4

 

 

 

 

IN WITNESS WHEREOF, the. undersigned has duly executed this Release and
Indemnity Agreement on the date indicated below.

 

(GRANTEE PARTY)

 

By:. 

Title:

 

Date:

 

 

(GRANTOR)

 

By:

 

Tit 16:

 

Date:

Exhibit C, Page 4 of 4

 



 

Exhibit 1)
Summary List of Conditional Rights

This list does not supersede the specific provisions of the Basement, but rather is intended
to serve as a useful reference guide for administration of the Easement. In the event the terms of
the Basement conflict with the provisions of this Earlene, the terms of the Easement will
prevail.

Except in connection with Remediation, Stormwater Management or Legal Compliance (unless
otherwise specifically limited), the following activities:

1) Require Grantee?s Approval

4.4: Any new road, driveway, partway, path or other means or right of passage
across or upon the Property for any purpose not stated in Section 4.4(i) through


??iat: Clearing, cutting or removal of live trees, dead, dying, or diseased
vegetation, ether vegetation or natural detritus as required for ?re protection, the
management of invasive species, and similar protective measures that are
consistent with the Easement Purposes.

5.2.: Work required for Legal Compliance if the work arises as a condition to
issuance of any permit for construction, use or other activity for which
Grantee?s approval is required.

id; g1: Add new roads or trails where such new roads or trails are necessary for the
exercise of any activities or uses for any purpose not stated in 
through 

or control invasive nonwnative plant species consistent with the
Basement Purposes.

5.4m}: Signs at the Property other than as approved in Section 

3: Transfer by Grantor of the Property to a Native American Tribe, unless such
Tribe waives its sovereign immunity.

Amendments to the Easement.

2) Re uire inclusio roved Resource Plan
4.2: Construction of industrial or commercial buildings, structures, equipment, roads

and other improvements or industrial or come-rein] uses that are not designed
or used for a Residential Use and not inconsistent with the future use of the

Exhibit D, Page I of 2

 

 

 

 

4.4:

Property as Open space and for educational, scientific, and recreational uses
public restrooms, education or historical centers, or Native American
cultural center).

New roads constructed for use on/off of the Propetty for any purpose not stated

in Section 4 4(i) through 4 

4, ;4(c1: Clearing, cutting, or removal of live trees or other vegetation or natural detritus

?4.15:

sea:









not previously approved by Grantee.

The Property shall be preserved in a natural condition except for the uses and
activities otherwise permitted by this Easement or except as set forth in an
approved Resource Plan.

Maintenance, restoration, repair or demolition of new buildings, structures or
any other improvements. other than those constructed in connection with any
Remediation, Stormwater Management or Legal Compliance

Add new fences that do not unreasonably impair wildlife movement.

Add new roads or trails where such new roads or trails are necessary for the
exercise of any activities or uses as provided in an approved Resource Plan.

Construction of any and all buildings, structures, infrastructure, and other
improvements that are not designed or used for Residential Use and fulfill the
intended future use of the Property and Easement Purposes as open space and
for educational, scienti?c, and recreational uses.

Removal or control feral or nonnative animal species, except for in emergencies

when an animal poses an imminent danger to human safety.

Any new building having a ground coverage area of more than 200 square feet,
visible from a public right of way, and located outside of the ?General Building
Area? designated in the Baseline Documentation Report.

Exhibit D, Page 2 of 2

 

.1111

 

Exhibit 
Index of De?ned Terms

Access . 
Amendment to Resource Plan . . . 
Applicable Law 15
Baseline Documentation Report4
building 14
. . 
Conservation Easementl
Conservation Values . . . .1
cost . . 16
County 1
Cultural Resources Values 2
Cure Pertodl?
Diapute Resolution Pertodl?
3
DTSC . . . . 10
Easementl
Easement Funding . . 7
Basement Purposes . . 4
Education, Scientific, and Recreation Values. . 3
Effective Date . . . 25
Emergency Restoration ActionZI
. 
Existing Improvements Mamtenancel?
Force Majeure Event 17
Governmental Chalgeslg
Granteel
Grantee Indemnified Party or Grantee Indemnified Partieslo
Grantee PartieSS

Grantor Indemnified Parties l6
Grantor . 6
Habitat ValuesZ
Hazardous . 16
Historical Resource Values 3
Indemni?ed Cause 16


1C 1' 11
age omptance .

Ma 1

(Iii 
3 b0 
Open Space Values 2
OSHA 

Exhibit E, Page 1 of 2

 

 

Party or 

1
Primary Purpose 4
. .. 1
Qualified 4
IO
Resarved Rights 10
Residential Use 
Resource Plan l4
10
2
. 11
StormwaterManagemem. 12

Exhibit E, Page 2 of 2