S Conservation Easement Joseph Phelps

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easement interest in the Protected Property. 13 . Assignment. The parties hereto recognize and agree that the benefits of this easement are in gross and assignable, and Grantee hereby covenants and agrees that if it transfers or assigns the easement it holds under this indenture, the terms of the transfer or assignment will be such that the transferee or assignee will be required to 'continue to carry out in perpetuity the conservation purposes that the contribution was originally intended to advance. 14 . Extinguishment. Grantors hereby agree that, at the time of the conveyance of this Conservation Easement to Grantee, this Conservation Easement gives rise to a real property right, immediately vested in Grantee, with a fair market value of the Conservation Easement as of the date of the conveyance that is at least equal to the proportionate value that this Conservation Easement at the time of the conveyance bears to the fair market value of the property as a whole at that time . That proportionate value of Grantee' s property rights shall remain constant . When a change in conditions takes place which makes impossible or impractical any continued protection of the Protected Property for conservation purposes, and the restrictions contained herein are extinguished by judicial proceeding, Grantee, upon a subsequent sale, exchange or involuntary conversion of the Protected Property, shall be entitled to a portion of the proceeds at least equal to that proportionate value of the Conservation Easement. Grantee shall use its share of the proceeds in a manner consistent with the conservation purposes set forth herein or for the protection of a stream buffer as that phrase is defined by the Orange County Zoning Ordinance. 15 . Eminent Domain. If or whenever all or part of the Protected Property is taken by an exercise of eminent domain by public, corporate, or other authority so as to abrogate the restrictions imposed by this Conservation Easement, Grantors and Grantee shall join in appropriate actions at the time of the taking to recover the full value of the taking and all incidental or direct damages resulting from it, and the proceeds shall be divided in accordance with the proportionate value of Grantee' s and Grantors' s interests, and Grantee' s proceeds shall be used as specified above . All expenses incurred by Grantors and Grantee in such action shall be paid proportionately to their respective interests out of the recovered proceeds . 16 . Miscellaneous Provisions . 16 . 1 Severability. If any provision of this Conservation Easement or the application thereof to any person or circumstance is found to be invalid, the remainder of the provisions of this Conservation Easement and the application of such provisions to persons or circumstances other than those as to which it is found to be invalid shall not be affected thereby.