Equitable Lease

SAMPLE LEASE AGREEMENT

BY AND BETWEEN

_______________________ 

AND 

Agrarian Land Trust

 

TABLE OF CONTENTS

Preamble………………………………………….………………

Recitals………………………………………………………………………………….

Article 1: Definitions…………………………………………..………………………….

Article 2: Use and Occupancy…………………………………………………………….

Article 3: Term………………………………………………………………………..

Article 4: Operation Charges, Stewardship Contribution, and Real Estate Taxes……..

Article 5: Indemnification and Hold Harmless………………………………………

Article 6: Assignment, Subletting, and Financing………………………………….

Article 7: Maintenance and Repairs……………………………………….………

Article 8: Waste…………………………………………………………………..…..

Article 9: Improvements……………………………………………….………….

Article 10: Inspection……………………………………………………………………

Article 11: Insurance……………………………………………………..…………….

Article 12: Liability of Lessor…………………………………………………………….

Article 13: Condemnation……………………………………………………………..

Article 14: Default…………………………………………………..…………………..

Article 15: Bankruptcy……………………………………………………….……….

Article 16: Holding Over………………………………………………………….…

Article 17: General Provisions……………………………………………………

EXHIBITS:

EXHIBIT 1         PROPERTY DESCRIPTION

EXHIBIT 2         AGRICULTURAL BUILDING/S MAP/S

EXHIBIT 3         MANAGEMENT PLAN OR PRE-EXISTING PLAN

EXHIBIT 4         NOTICE OF LEASE

EXHIBIT 5         MEMORANDUM OF UNDERSTANDING BETWEEN TENANTS

EXHIBIT 6         DESCRIPTION OF LEASED FARM EQUIPMENT

THIS LEASE AGREEMENT (“Lease") is effective as of the______________ (“Effective Date”) by and between Agrarian Land Trust, a duly authorized California non-profit corporation, with a principal place of business located at      , (“Lessor” or “Agrarian”) including its successors and assigns, and ________________, a duly authorized (STATE) corporation with a principal place of business located at ____________________________(“Lessee”) and its successor entities and assigns     . The Lessor and Lessee are collectively called the “Parties.”

PREAMBLE

The purposes of this Lease are intended to be consistent with and in furtherance of all applicable state and federal laws.

Agrarian is organized for public welfare purposes, per section 501(c)(3) of the Internal Revenue Code, including:

• To hold title to real property in order to protect agricultural lands from real estate speculation, unsustainable development, and to promote the renewal of the living earth as the foundation of sustainable communities;
• To hold title to real property to protect affordable agricultural land and housing access;
• To protect ecological integrity on diversified farmland that serves local communities through cultural, educational, vocational, agricultural, spiritual, and recreational activities; and
• To support, develop, and share equitable and ecologically responsible land care practices and models of agrarian livelihood.

RECITALS

WHEREAS, this Lease recognizes the land management and infrastructure improvements that prioritize an agrarian landscape and support other local businesses, especially women-led and BIPOC-led businesses (Black, Indigenous, and People of Color).

WHEREAS, the Parties acknowledge the ownership, conservation, and protection mechanisms and encumbrances that exist in: (1) the national Agrarian Trust model; (2) conservation easements; (3) development restrictions; and/or other zoning protections.

WHEREAS, the Parties will strive to further develop and expand upon resource sharing agreements, recognizing that both Parties have shared philosophies and practices that can benefit cultural, educational, and vocational objectives.

WHEREAS, Lessor wishes to provide to Lessee long-term and affordable, non-extractive, and equitable access to agricultural premises to enable agricultural production, a viable business, and healthy soil for the long-term and Lessee desires such use for such ends.

WHEREAS, Lessee shares the purposes and goals of Agrarian and Agrarian and enters this Lease to further those charitable purposes.

NOW THEREFORE, Lessee and Agrarian agree on all the terms and conditions of this Lease as set forth in this Lease.

ARTICLE 1. DEFINITIONS

1.1              “Leased Premises” are as described in the Property Description and set forth on the site plans included as EXHIBIT 1.

1.2       “Lease Term” is defined as two (2) years from the Effective Date, with mutual intention to renew to a ninety-nine (99) year lease term after _______________ .

1.3       “Lease Commencement Date” is defined as the same as the Effective Date.

1.4       “Operating Charges”:  As defined in Section 5.4.

1.5       “Stewardship Contribution”:  As defined in Section 5.6.

1.6       Lessee Notice Address:

1.7       Lessor Notice Address: Agrarian Trust,

1.8       Lessor Payment Address: Agrarian Trust,

1.9       “Leased Farm Equipment” are as described in the Farm Equipment Description attached as EXHIBIT 6.

ARTICLE 2. USE AND OCCUPANCY

2.1       Agrarian leases to Lessee, and Lessee leases from Agrarian the Leased Premises upon the conditions and covenants set forth in this Lease.

2.2       Subject to Section 3.14, Lessee shall use and occupy the Leased Premises in accordance with lessee Lessor’s mission and bylaws which are geared towards community development and farm education. Subject to Section ___, Lessee shall use and occupy the Leased Premises for the broadest definition of agriculture including: production of feed, forage, grains, vegetables, fruit, and non-timber forest products; animal husbandry; and related agricultural purposes that support land and/or community health including agritourism, agri-education, land restoration and stewardship, and soil improvement.  Lessee shall not use or occupy the Leased Premises for any unlawful purpose, or in any manner that will constitute waste or nuisance. Lessee shall comply with all present and future laws concerning the use, occupancy, and condition of the Leased Premises and all machinery and equipment used thereon, all of which shall be complied with in a timely manner at Lessee’s sole expense.  Lessee shall obtain, renew, and provide copies to Lessor, all at Lessee’s sole expense, of all entitlement, permits, and approvals required for Lessee’s use or occupancy of the Leased Premises.  Use of the Leased Premises is subject to all covenants, conditions, and restrictions of record, including any existing conservation easements.

2.3       Subject to Section ___, the Leased Premises will be managed to achieve some or all of the land objectives described below, including: (1) soil health, (2) flora, fauna, and habitat diversity, (3) sustainable grazing, foraging, and hay land, (4) a healthy ecosystem, and (5) to protect water quality and quantity.

2.4       Subject to Section ___, the agricultural land will be maintained in _________, with the exception of land: (1) used in food production agriculture; (2) planted in cover crop to address soil restoration, improvement, and overall health; (3) used for a land management objective, including forestry and pollinator habitat; (4) managed for agroforestry; and/or (5) that is converted for development or infrastructure, as allowed by this Lease.

2.5       Subject to Section ___ the land will be maintained in active agricultural and active ecosystem stewardship at all times.  Active, including grace periods to support personal, climate, and business considerations, shall be defined in the Management Plan or the Pre-Existing Plan (both “plans” defined subsequently). Failure to maintain the Leased Premises in active agricultural use and ecosystems stewardship for a continuous period of six (6) months will result in the immediate termination of this Lease.  Active includes grace periods to support personal, climate, and business considerations.

2.6       Subject to Section ___ habitat land will primarily be managed for food and shelter production for wildlife.  Subject to Section ___, Lessee obtains use of forest and habitat land for rotational grazing and foraging only as long as soil health and compaction are monitored and maintained at appropriate markers as determined through collaboration with___________ or other similar organization.

2.7       Subject to Section ___ wild land will be primarily natural and may not be used for any agricultural and/or production purpose.

2.8       Subject to Section ___, Lessee agrees to complete appropriate soil tests to establish a baseline in all areas to be actively used.  Lessee shall provide copies of all soil tests to Agrarian.  Lessee then agrees to complete follow up soil testing on a schedule agreed to between Lessee and Agrarian.

2.9       Subject to Section ___, Lessee will adhere to Agrarian Trust Principles and Agrarian Farm, Forest, and Ecosystem Standards a copy of which have been provided to Lessee, if in existence

2.10     Notwithstanding the rights to reasonable self-defense from parties or actions posing immediate physical danger to persons or the Leased Premises , subject to Section ___, Lessee shall use the Leased Premises in a manner so as not to cause harm to others, including workers, nor will they support activities that intentionally seek to denigrate, demean, or discriminate against persons on the basis of race, ethnicity, gender identity and expression, sexual orientation, class background or identity, age, ability, or religion.

2.11     As long as Lessee performs all of its obligations under this Lease, Lessee has the right to not be disturbed in its possession of the Leased Premises by Agrarian, any management agent contracted by Agrarian, or any other person lawfully claiming a right to possession through or under Agrarian, except for inspection pursuant to Section 10.

2.12     The Parties shall, within six (6) months of the Effective Date of this Lease, develop a mutually agreeable Management Plan to address the uses permitted and obligations established by this Lease, including agriculture, storage, management objectives, forest, habitat, wild lands, soil testing, Principles, and inclusion described in Sections _________ respectively. Where any management plan called for by a conservation easement, the Natural Resources Conservation Service, or Pre-existing Plan, the Parties may opt to waive the requirement of the Management Plan called for in this Section and instead adopt the Pre-existing Plan. The Management Plan or the Pre-existing Plan shall be incorporated into this Lease as EXHIBIT __.

2.13     This Lease also includes the right of Lessee to extract groundwater, including drilling wells, and to use surface water, so long as such water use: (1) is necessary to accomplish the permitted uses; (2) is otherwise consistent with this Lease; and (3) complies with all applicable laws.

2.14     Any policy regarding public access to the Leased Premises is to be determined jointly by Lessor and Lessee and included in the Management Plan required in Section ___. In the event of any conflict with respect to public access between this Lease and any conservation easement, the terms of any conservation easement shall prevail.

2.15     Whether the plan in force is a Management Plan or a Pre-existing Plan, it shall be updated every year and shall also be updated upon the occurrence of any significant change of circumstances. Absent a significant change of circumstances, this update requirement is not intended to be onerous. If circumstances have changed only minimally, the update may be limited to brief conference between the parties resulting in a brief writing that circumstances have changed only minimally and the plan in force will continue in force.

2.16     The Parties agree and acknowledge that Lessee will not be the sole tenant on the Farm, and therefore, will be required to work with other tenants to maintain the Farm as a whole. Lessee agrees to share maintenance responsibilities, including the mowing of grass and upkeep of the property. The Parties also acknowledge and agree that Lessee will have access to the house on the Leased Premises, which shall operate as a shared space. Lessee specifically agrees to abide by those agreements regarding the shared space and maintenance contained within the Memorandum of Understanding between Tenants, as outlined in Exhibit __, and incorporated herein.

2.17     Lease of Farm Equipment. Lessee shall have the exclusive right to use the farming equipment listed in EXHIBIT __ as part of this Lease agreement. Lessee shall be responsible for maintaining and repairing the equipment at its own cost.  Lessee shall also be responsible for maintaining any necessary insurance to cover the cost of replacing the equipment in the event that replacement is necessary.

ARTICLE 3. TERM

3.1       The term shall be two (2) years, beginning on the Effective Date and terminating on the second anniversary thereof, unless terminated sooner as provided for herein.  Any lots/land added to the Leased Premises, regardless of when they are added, will run continuously with this term. The lease shall renew to a ninety-nine (99) year lease term after the second anniversary.

3.2       “Lease Year" shall mean a period of twelve (12) consecutive months commencing on the Effective Date, and each successive twelve (12) month period thereafter.

3.3       This Lease is intended to be a flexible framework that will allow the Parties’ relationship to grow without having to renegotiate its terms. Changes can be made in the Lease pursuant to Section __ below.

3.4       Parties shall review the status of this Lease and confer with each other once every year, concurrent with review of the Management Plan or Pre-existing Plan pursuant to Section ___, to be sure that both Parties are reasonably satisfied with its terms and that it continues to accurately reflect the mutual understanding of both Parties.

3.5       The Parties shall review the status of this Lease and confer with each other when a substantive change is intended, such as new land additions, additional lessees, new conservation or other easements, modifications to existing conservation or other easements, changes in use of the farm or forest lands, construction of any new buildings, upgrade any existing buildings, change in use of any buildings, or similar occasions.  This review shall take place in person at a mutually agreed upon time and location with at least a majority interest of both Agrarian and Lessee represented. Mutually agreed upon substantive changes to this Lease must be in writing and signed by both parties. This may be accomplished through a written addendum to this Lease signed by the Parties.

3.6       In the event that ownership of, or title to, the Leased Premises is conveyed or transferred, voluntarily or involuntarily, by Agrarian to any other person or entity, this Lease shall not cease, but shall remain binding and unaffected, and Lessee shall be provided with notice of such change in ownership.

ARTICLE 4. LEASE FEE, OPERATING CHARGES, AND REAL ESTATE TAXES

4.1       Lessee shall be responsible for payment of the Lease Fee, all Operating Charges and its proportional share of the Real Estate Taxes for the Leased Premises, all as subsequently defined below. By mutual agreement of the Parties in writing, the Lease Fee      will be reassessed: (1) at least every two (2) years or sooner than every two years when a significant change occurs with farm productions and operations; sales, market, or community; and/or stewardship needs or goals.

4.2       “Lease Fee” shall be _______________, with one year’s payment made upon the Effective Date and each subsequent fees being due prior to the expiration of each Lease Year.  This Lease Fee is in addition to Lessee’s Operating Charges, and its proportional share of the Real Estate Taxes for the Leased Premises, which are separate. This Lease Fee considers farm viability, ecological stewardship, and Agrarian management. The intent of the Lease Fee is to cover all expenses relating to ownership and stewardship of Agrarian, including administrative costs; to contribute to the long-term sustenance of Agrarian and its mission; and to provide Lessee long-term and affordable, non-extractive, and equitable agricultural premises to enable agricultural production, a viable business, and healthy soil for the long-term. Lessee shall pay the Lease Fee to the Lessor by sending a check to Lessor Payment Address. Agrarian reserves the right to reduce or waive the fee in any given year in cases of hardship. Any reduction must be made in writing by Agrarian.

4.3       “Operating Charges" shall mean all expenses incurred in the operation, maintenance, and repair of the Leased Premises , including the following:  (1) water, electricity, and other utility charges of every type and nature; (2) premiums and other charges for insurance and deductibles under such insurance policies; (3) any business, professional, and occupational license tax payable by the Lessee with respect to the Leased Premises; (4) any costs to comply with legal or insurance requirements applicable to the Leased Premises; and (5) any other expense incurred in maintaining and insuring the Leased Premises and Leased Farm Equipment.

4.4       To the extent possible, Lessee shall be billed directly for Operating Charges and Real Estate Taxes and pay directly to the bill/invoice issuer. To the extent not possible for Lessee to be billed and pay directly, Lessor shall be billed and pay the bill/invoice issuer in the first instance.  In such case, Lessee shall reimburse Agrarian on account of the amount of the Operating Charges and Real Estate Taxes that are incurred by Agrarian during the Lease Term. Agrarian shall submit a statement, at least quarterly, setting forth such Operating Charges and Real Estate Taxes to Lessee.  Lessee shall pay to Agrarian the full amount of such Operating Expenses and Real Estate Taxes within sixty (60) days after Lessee’s receipt of such statement.  Lessee’s obligations under this Section incurred up to the expiration or earlier termination of this Lease shall survive the expiration or earlier termination of this Lease.

4.5       “Real Estate Taxes" shall mean: (1) all real estate taxes, special user fees, rates, and assessments (including general and special assessments, if any), ordinary and extraordinary, foreseen and unforeseen, which are assessed against the Leased Premises; and (2) any other present or future taxes or governmental charges that are assessed against the Leased Premises which are in the nature of or in substitution for real estate taxes, including any tax levied on or measured by the rents payable by lessees of the Leased Premises.  Notwithstanding the foregoing, Real Estate Taxes shall not include any inheritance, estate, gift, franchise, corporation, net income, or net profits tax assessed against Agrarian from the operation of the Leased Premises, including all costs, fees, taxes, and charges associated with Agrarian’s others uses, subleases and/or all forestry or Agrarian-created agricultural products of the land.

4.6       Lessee shall have the right to contest the amount or validity of any taxes or assessments on the Leased Premises. Agrarian may, upon written request by the Lessee, join in any such proceedings if Agrarian shall reasonably determine that it shall be necessary or convenient for Agrarian to so join in order for the Lessee to prosecute such proceedings. All costs and expenses of such proceedings shall be paid equally by the Lessee and Agrarian.

4.7       From and after notice (by the taxing authority having jurisdiction, or by Agrarian) that the Lessee is delinquent in payment of any taxes, Agrarian may require that some or all of such payments be made to Agrarian as an additional payment, with payment due monthly in an amount (the “Advance Tax Payment”) determined by Agrarian based on its estimate of the taxes to be escrowed so that Agrarian will hold a sufficient amount to pay all such taxes not less than thirty (30) days prior to the date on which such items become due and payable.  Agrarian shall keep Advance Tax Payments in a tax escrow account.  Such tax escrow account may contain funds collected for such purpose from other Lessees of Agrarian.  Agrarian shall not be entitled to any interest on the payments made.  Lessee’s failure to make Advance Tax Payments as a remedy to the event of failure to pay taxes described herein shall constitute a default as described in Article XV of this Lease Agreement.  The curing of such default shall proceed according to Article XV and must include a repayment plan with Agrarian for all payments Agrarian made on behalf of Lessee.

4.8     Lessee shall pay in a timely fashion any and all business, rent, or other taxes or fees that are now or hereafter levied, assessed, or imposed upon Lessee’s use of the Leased Premises, the conduct of Lessee’s farming operations on the Leased Premises, or the use of Lessee’s equipment, inventory, or personal property.  If any such tax or fee is enacted or altered so that such tax or fee is levied against Agrarian or so that Agrarian is responsible for collection or payment thereof, then Lessee shall pay as additional rent the amount of such tax or fee.

4.9 Late fees. If Lessee is delinquent in paying taxes, AT may assess a late fee of $___ per day/week(?) until such payments are made to the appropriate taxing authority.

ARTICLE 5. INDEMNIFICATION and HOLD HARMLESS

5.1       Lessee shall not cause or permit any Hazardous Materials (as defined herein) to be generated, used, released, stored, or disposed of in or about the Leased Premises in such a way as to cause waste.  At the expiration or earlier termination of this Lease, Lessee shall surrender the Leased Premises to Agrarian free of Hazardous Materials and in compliance with all Environmental Laws.  “Hazardous Materials" means: (1) synthetic pesticides; (2) asbestos and any asbestos containing material and any substance that is then defined or listed in, or otherwise classified pursuant to, any Environmental Law or any other applicable Law as a “hazardous substance," “hazardous material," “hazardous waste," “infectious waste," “toxic substance," “toxic pollutant" or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, or Toxicity Characteristic Leaching Procedure (TCLP) toxicity; (3) any petroleum and drilling fluids, produced waters, and other wastes associated with the exploration, development or production of crude oil, natural gas, or geothermal resources; and (4) polychlorinated biphenyls, urea formaldehyde, radon gas, radioactive material (including any source, special nuclear, or by-product material), medical waste, chlorofluorocarbon, lead or lead-based product, and any other substance whose presence could be detrimental to the Leased Premises or hazardous to health or the environment.  “Environmental Law" means any present and future law and any amendments (whether common law, statute, rule, order, regulation or otherwise), permits and other requirements or guidelines of governmental authorities applicable to the Leased Premises and relating to the environment and environmental conditions or to any Hazardous Material (including, CERCLA, 42 U.S.C. § 9601 et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq., the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq., the Clean Air Act, 33 U.S.C. § 7401 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Safe Drinking Water Act, 42 U.S.C. § 300f et seq., the Emergency Planning and Community Right-To-Know Act, 42 U.S.C. § 1101 et seq., the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq., and any so-called “Super Fund" or “Super Lien" law, any law requiring the filing of reports and notices relating to hazardous substances, environmental laws administered by the Environmental Protection Agency, and any similar state and local Laws, all amendments thereto and all regulations, orders, decisions, and decrees now or hereafter promulgated thereunder concerning the environment, industrial hygiene or public health or safety).

5.2       Notwithstanding any termination of this Lease, Lessee shall indemnify and hold Agrarian harmless from and against any damage, injury, loss, liability, charge, demand, or claim based on or arising out of the presence or removal of, or failure to remove, Hazardous Materials generated, used, released, stored, or disposed of by Lessee in or about the Leased Premises.  In addition, Lessee shall give Agrarian immediate verbal and follow-up written notice of any actual or threatened Environmental Default, as subsequently defined, which Environmental Default Lessee shall cure, at its sole cost and expense, in accordance with all Environmental Laws and to the satisfaction of Agrarian and only after Lessee has obtained Agrarian’s prior written consent, which shall not be unreasonably withheld.  An “Environmental Default" means any of the following by Lessee: a violation of an Environmental Law; a release, spill, or discharge of a Hazardous Material on or from the Leased Premises; an environmental condition requiring responsive action; or an emergency environmental condition.  Upon any Environmental Default, in addition to all other rights available to Agrarian under this Lease, at law or in equity, Agrarian shall have the right but not the obligation to immediately enter the Leased Premises, to supervise and approve any actions taken by Lessee to address the Environmental Default, and, if Lessee fails to immediately address same to Agrarian’s satisfaction, to perform, at Lessee’s sole cost and expense, any lawful action necessary to address same.  If any governmental agency shall require testing to ascertain whether an Environmental Default is pending or threatened, then Lessee shall pay the reasonable costs as additional rent.  Promptly upon request, Lessee shall execute from time-to-time affidavits, representations, and similar documents concerning Lessee’s best knowledge and belief regarding the presence of Hazardous Materials on the Leased Premises.

ARTICLE 6. ASSIGNMENT, SUBLETTING, AND FINANCING

6.1       Lessee shall not assign, transfer, or otherwise encumber (collectively, “assign") this Lease or all or any of Lessee’s rights hereunder or interests herein, or sublet or permit anyone to use or occupy (collectively, “sublet") the Leased Premises or any part thereof, without prior written approval from Agrarian.  Such approval shall not be withheld provided that the Lessee can demonstrate that the requested approval will further agricultural and economic collaboration across lands and farmers and that such collaboration or activity will be consistent with Agrarian’s goals. If Agrarian permits subleasing, the sublessee shall agree in writing to be subject to all terms of this Agreement.

6.2       Any event (whether voluntary, concurrent, or related) resulting in a dissolution, merger, consolidation, or other reorganization of Lessee, or the sale or transfer or relinquishment of the interest of shareholders who, as of the date of this Lease, own a controlling interest of the capital stock of Lessee, shall be deemed an assignment of this Lease subject to the provisions of this Article.  In addition, a transfer of all or substantially all of the assets of Lessee, either by merger, consolidation, or otherwise shall be deemed to be an assignment.  This Lease does recognize, and Agrarian does recognize, any assignment of this lease by Lessee.           .

ARTICLE 7. MAINTENANCE AND REPAIRS

7.1       Lessee, at Lessee’s sole cost and expense, shall promptly make all repairs, perform all maintenance, and make all replacements in and to the Leased Premises that Lessee is the primary user of to keep the Leased Premises and Leased Farm Equipment (as described in EXHIBIT __) in good, safe, farmable condition, and otherwise in accordance with all laws and the requirements of this Lease.  Lessee shall not permit waste or injury to any part of the Leased Premises or Farm Equipment, and shall, at the expiration or earlier termination of the Lease Term, surrender the Leased Premises and Farm Equipment in an order and condition equal to or better than their order and condition on the Effective Date, with ordinary wear and tear and damage by the elements excepted.  Except as otherwise provided, all damage to the Leased Premises and/or Farm Equipment caused by any act or omission of Lessee, shall be repaired by and at Lessee’s expense, except that Agrarian shall have the right with written notification to the Lessee to make any such repair and to charge Lessee for all reasonable costs and expenses incurred. In the event Lessee is unable to make the needed repairs, Lessee shall notify Lessor immediately.  Lessee may seek reimbursement from AT for the cost of repairs in excess of $5,000.00 when those repairs are not directly connected to the farm business. Such repairs may include replacing the farmhouse roof, digging a new well, or other major costs that benefit the farm as a whole

ARTICLE 8. WASTE

8.1       Acknowledging that improvements have a limited lifetime, waste is considered beyond normal wear and tear to the property, and consists of the following: (1) voluntary waste occurs if Lessee intentionally or negligently causes harm to the land or other assets depleting any and all-natural resources; (2) Lessee is passively negligent, failing to maintain the property physically or financially (e.g. failure to pay property taxes, violation of conservation easement, non-report of mold in homes or buildings); (3) Lessee makes unauthorized improvements to the Leased Premises (e.g. constructing a building in violation of a conservation easement or converting agricultural zoned land to commercial use); (4) Lessee commits waste (e.g. extracting minerals, eroding the soil, or heavy application of a deadly fertilizer).

8.2       If Lessee commits any type of waste on the property referenced in Section ___ and all dispute resolution provisions have been exhausted per Section ___, the Lessee may opt for a mutual termination of the Lease whereby the Lessee must vacate the property. If Lessee does not opt for a mutual termination of this Lease, then Lessor may commence a lawsuit, including against Lessee, to recoup monetary damages and/or possession of the Leased Premises. The Lessee will also be held responsible for any waste committed by any and all assignee(s), visitor(s), and/or temporary guest(s).

8.3       Agrarian does not lease to the Lessee the right to remove, mine, or extract from the Leased Premises any minerals, including any form of oil, gas, or coal, lying within or beneath the surface. Ownership of such minerals remains with Agrarian, and Agrarian shall not remove any such minerals from the Leased Premises or lease the mineral rights to any entity.

 

ARTICLE 9. IMPROVEMENTS

9.1       Lessee shall not make any structural or other alterations, decorations, additions, improvements, or other changes (collectively, “Improvements") on or to the Leased Premises without the prior written consent of Agrarian. This specifically includes any Improvements to the house structure located on the Leased Premises. Notwithstanding the foregoing, Lessee shall have the right to make Improvements costing no more than Five Hundred Dollars ($500), without the prior written consent of Lessor. Such smaller Improvements are understood to be essentially minor in nature, and not impacting the safety or structure of any buildings, and costing Lessor no more than a typical leasehold improvement to remove/restore.

9.2       Should Lessee obtain Agrarian’s consent to make Improvements, Lessee shall ensure that it does not do anything to damage the Leased Premises, including its structural integrity. Any equipment, trade fixtures, or apparatus installed by Lessee shall be removed at Lessee’s expense at the expiration of the Lease Term or any Renewal Term, or other termination thereof, provided Lessee shall not at such time be in default under any covenant or agreement contained herein. Lessee shall repair and restore the Leased Premises following the removal or replacement of its trade fixtures whether during or at the termination of this Lease. All other improvements or fixtures shall remain and shall be Agrarian’s property.

9.3       At the expiration or earlier termination of the Lease Term, if the Leased Premises is not returned to its original condition or in better condition than its original condition Agrarian shall have the right at Lessee’s expense to repair all damage and injury to the Leased Premises caused by Improvements or to require Lessee to do the same.

ARTICLE 10. INSPECTION

10.1     Agrarian may inspect any part of the Leased Premises, except the interiors of fully enclosed buildings, at any reasonable time after notifying the Lessee at least 48 hours before inspection. No more than four (4) regular inspections may be carried out in a single year, except in the case of an emergency, a report of a potential Lease violation, or in the event of an ongoing Lease violation. In such exceptional cases, Agrarian may inspect any part of the Leased Premises except the interiors of fully enclosed buildings, after making reasonable efforts to inform the Lessee before inspection. Except in the event of an emergency, Agrarian shall use all reasonable efforts to minimize disruption to Lessee’s farming operations in connection with any such entry.

ARTICLE 11. INSURANCE

11.1     Throughout the Lease Term, Lessee and Lessor shall obtain and maintain, at a minimum, the following insurance:

• General liability insurance (written on an occurrence basis) including contractual liability coverage insuring the obligations assumed by Lessee under this Lease in minimum amounts typically carried by prudent lessees engaged in similar farming operations, but in no event shall be in an amount less than $___________ Dollars ($0.00) combined single limit per occurrence with a $__________Dollar ($0.00) annual aggregate.
• As required by applicable law, worker’s compensation insurance for all employees at or above minimum limits as defined by the law of the jurisdiction in which the Leased Premises is located (as the same may be amended from time to time).

11.2 All insurances shall be adjusted to match usual and customary practices by similar organizations, as it is not possible to delimit or predict an appropriate amount over the Lease term.

11.3     All insurance shall:

• Be issued by a company that is licensed to do business in the jurisdiction in which the Leased Premises is located, and that has been approved in advance by Agrarian;
• Name the other party to the Lease as an additional insured/loss payee;
• Contain an endorsement that such policy shall remain in full force and effect notwithstanding that the insured may have waived its right of action against any party prior to the occurrence of a loss (both Parties hereby waiving their right of action and recovery against and releasing each other from any and all liabilities, claims, and losses for which they may otherwise be liable to the extent they are covered by insurance carried or required to be carried under this Lease);
• Provide that the insurer thereunder waives all right of recovery by way of subrogation against the Lessor, in connection with any loss or damage covered by such policy;
• Be acceptable in form and content to Agrarian;
• Contain an endorsement prohibiting cancellation, failure to renew, reduction of amount of insurance, or change in coverage without the insurer first giving Agrarian thirty (30) days’ prior written notice (by certified or registered mail, return receipt requested) of such proposed action; and
• Not contain any deductible provision except for a commercially reasonable deductible.

11.4  Agrarian reserves the right from time to time to require Lessee to obtain higher minimum amounts, situational, or different types of insurance if it becomes customary for other lessors of farmland in ______________ to require similar-sized farms to carry insurance of such higher minimum amounts or of such different types of insurance.

11.5 The Parties shall deliver a certificate of all such insurance and receipts evidencing payment (and, upon request, copies of all required insurance policies, including endorsements and declarations) to each other concurrently with execution of this Lease and at least annually thereafter.

11.6 Lessee shall give Agrarian immediate notice in case of fire, theft, or accident on the Leased Premises, and in the case of fire, theft, or accident on the Leased Premises if involving Lessee.

11.7 Neither the issuance of any insurance policy required under this Lease, nor the minimum limits specified herein shall be deemed to limit or restrict in any way Lessee’s liability arising under or out of this Lease.

11.8   In the event Agrarian shall be required to pay any sum that is the Lessee’s responsibility or liability, the Lessee shall reimburse Agrarian for such payment and for reasonable expenses caused thereby.

ARTICLE 12. LIABILITY OF LESSOR

12.1     Except as otherwise set forth in Section 12.4, below, Agrarian shall not be liable to Lessee or any other person or entity for any damage (including indirect and consequential damage), injury, loss, or claim (including claims for the interruption of or loss to business) based on or arising out of any cause whatsoever, including, interruption in the use of the Leased Premises; any accident or damage resulting from any use of the Leased Premises or the operation on the Leased Premises of equipment or apparatus; termination of this Lease by reason of damage to the Leased Premises; or any fire, robbery, theft, vandalism, mysterious disappearance, or any other casualty.

12.2     If any condition exists which may be the basis of a claim of constructive eviction, then Lessee shall give Agrarian written notice thereof and a reasonable opportunity to correct such condition, and in the interim Lessee shall not claim that it has been constructively evicted or is entitled to a rent abatement.

12.3     Any Improvement or property placed by Lessee on the Leased Premises shall be at the sole risk of Lessee, and Agrarian shall not in any manner be held responsible thereof. Any person receiving an article delivered for Lessee shall be acting as Lessee’s agent for such purpose and not as Agrarian’s agent.

12.4     Notwithstanding the foregoing Sections of this Article 12, Agrarian shall not be released from liability to Lessee for any physical injury to any person or property damage caused by the gross negligence or willful misconduct of Agrarian to the extent such injury or damage is not covered by insurance (a) carried by Lessee or other person, or (b) required by this Lease to be carried by Lessee.

12.5     Except to the extent caused by the gross negligence or willful misconduct of Agrarian,  Lessee shall reimburse Agrarian for (as additional rent), and shall indemnify, defend upon request, and hold them harmless from and against all costs, damages, claims, liabilities, expenses (including attorneys’ fees), losses, penalties, and court costs suffered by or claimed against them, directly or indirectly, based on or arising out of, in whole or in part, (a) use and occupancy of the Leased Premises or the farming business conducted therein, (b) any act or omission of Lessee, (c) any breach of Lessee’s obligations under this Lease, including failure to comply with laws or surrender the Leased Premises upon the expiration or earlier termination of the Lease Term, or (d) any entry by Lessee upon the Leased Premises prior to the Lease Commencement Date.

12.6     If Lessee is awarded a money judgment against Agrarian, then recourse for satisfaction of such judgment shall be limited to execution against Agrarian’s estate and interest in the Leased Premises.  No other asset of Agrarian shall be available to satisfy or be subject to such judgment, nor shall any such person or entity be held to have personal liability for satisfaction of any such claim or judgment.

 

ARTICLE 13. CONDEMNATION

13.1     If all of the Leased Premises is taken by eminent domain or otherwise by government entities, or if so much of the Leased Premises is lost or damaged beyond repair (collectively, “condemned"), then this Lease shall terminate on the day prior to the date Lessee is required to give up possession of the Leased Premises and rent shall be apportioned as of such date.

13.2     All awards, damages, and other compensation paid on account of such condemnation shall be used for Agrarian and the continuation of its mission-aligned projects.  Nothing in this Lease, however, shall prevent Lessee from pursuing a separate claim against the authority for relocation expenses and for the value of crops, equipment, and personal property on the Leased Premises. Notwithstanding the foregoing, in the case of such condemnation, the Parties may exercise their rights and responsibilities pursuant to Article 9 with respect to the disposition of Improvements upon termination of this Lease.

ARTICLE 14. DEFAULT

14.1     Each of the following shall constitute an “Event of Default":

• Lessee’s failure to make when due any payment or other fee  unless Lessee notifies Agrarian, and both agree in writing hardship circumstances merit a reduction or waiver of payment or fee for an agreed upon timeframe;
• Lessee’s failure to perform or observe any material covenant or condition of this Lease, and such failure continues for ten (10) days after Agrarian delivers written notice thereof to Lessee;
• Lessee’s failure to farm or failure to complete stewardship practices for more than six (6) months, both pursuant to Article 3, unless Lessee notifies Agrarian, and both agree in writing hardship circumstances merit waiver of such requirements. Lessor specifically reserves the right to brush hog or otherwise maintain fields that lessee fails to farm or steward;
• An Event of Bankruptcy as specified in Article XV;
• Lessee’s dissolution or liquidation;
• Any Environmental Default as specified in Article V;
• Any subletting, assignment, transfer, mortgage, or other encumbrance of the Leased Premises, unless agreed to under Article VI; or
• Lessee’s failure to comply with all applicable laws.

14.2     In the Event of Default, even if prior to the Lease Commencement Date, then Agrarian shall have the right to terminate this Lease and initiate summary proceedings under applicable law against Lessee. If necessary, Agrarian may proceed to recover possession of the Leased Premises under applicable laws, or by such other proceedings, including re-entry and possession, as may be applicable.  If Agrarian elects to terminate this Lease and/or elects to terminate Lessee’s right of possession, Agrarian shall have no further obligations under this Lease in respect of Lessee. The Parties also agree and acknowledge that Agrarian shall have additional rights and remedies to recover from Lessee arrears of lease fees, taxes, utilities and other costs as well as damages from any preceding breach of any covenant of this Lease.

14.3     Whether or not this Lease and/or Lessee’s right of possession is terminated or any suit is instituted, Lessee shall be liable for any Lease Fee, late fees, damages, or other sum which may be due or sustained prior to such default, and for all costs, fees, and expenses (including, brokerage fees, expenses incurred in enforcing any of Lessee’s obligations under the Lease, or in placing the Leased Premises in rentable condition, and advertising expenses) incurred by Agrarian in pursuit of its remedies hereunder, and/or in recovering possession of the Leased Premises and leasing the Premises to others.

14.4     Agrarian shall in no event be in default in the performance of any of its obligations under the Lease unless and until Agrarian has failed to perform such obligations within sixty (60) days, or such additional time as is reasonably required to correct any default, after notice by Lessee to Agrarian properly specifying Agrarian’s failure to perform any such obligation.

14.5     All rights and remedies of Agrarian set forth in this Lease are cumulative and in addition to all other rights and remedies available to Agrarian at law or in equity, including those available as a result of any anticipatory breach of this Lease.  The exercise by Agrarian of any such right or remedy shall not prevent the concurrent or subsequent exercise of any other right or remedy.  No delay or failure by Agrarian to exercise or enforce any of Agrarian’s rights or remedies or Lessee’s obligations shall constitute a waiver of any such rights, remedies, or obligations.  Agrarian shall not be deemed to have waived any default by Lessee unless such waiver expressly is set forth in a written instrument signed by Agrarian.  If Agrarian waives in writing any default by Lessee, such waiver shall not be construed as a waiver of any covenant, condition, or agreement set forth in this Lease except as to the specific circumstances described in such written waiver.

14.6     Neither the payment by Lessee of a lesser amount than any sums due hereunder nor any endorsement or statement on any check or letter accompanying a check for payment of rent or other sums payable hereunder shall be deemed an accord and satisfaction.  Agrarian may accept the same without prejudice to Agrarian’s right to recover the balance of such rent or other sums or to pursue any other remedy.  Notwithstanding any request or designation by Lessee, Agrarian may apply any payment received from Lessee to any payment then due.  No re-entry by Agrarian, and no acceptance by Agrarian of keys from Lessee, shall be considered an acceptance of a surrender of this Lease.

14.7     If Lessee fails to make any payment to any third party or to do any act herein required to be made or done by Lessee, then Agrarian may, but shall not be required to, make such payment or do such act.  The taking of such action by Agrarian shall not be considered a cure of such default by Lessee or prevent Agrarian from pursuing any remedy it is otherwise entitled to in connection with such default.  If Agrarian elects to make such payment or do such act, then all expenses incurred by Agrarian shall be added to the next Lease Fee payment and shall adhere to the terms set forth     .

14.8     If Lessee fails to make any payment of the Lease Fee, late fees, taxes, utilities, or any other sum on or before the date such payment is due and payable, then It shall be an Event of Default if such failure is not cured by Lessee within sixty (60) days. However, if Lessee shall make a good faith partial payment of at least half (1/2) of the amount owed during such initial 60-day period, then such period shall be extended one additional 30-day period. Should Lessee be unable to cure the default in either grace period, Agrarian may grant further 30-day extensions in writing at its discretion provided that Lessee offers a reasonable explanation of the default and a plan to cure such default within a reasonable period of time.

14.9     Agrarian at its sole discretion may reduce, delay, or waive the Lease Fee at any time and from time to time in consideration of the hardship or incapacity of the Lessee or Lessee’s general ability to pay. The intent of this Section is to foster continued occupancy and farming by the Lessee despite the occurrence of unforeseeable financial and/or personal hardship, if reasonably possible. Any such reduction, delay, or waiver must be in writing and signed by Agrarian before it will be effective.

 

ARTICLE 15. BANKRUPTCY

15.1     An “Event of Bankruptcy" is the occurrence with respect to Lessee of any of the following:

• Lessee becoming insolvent, as that term is defined in Title 11 of the United States Code (the “Bankruptcy Code") or under the insolvency laws of any state (the “Insolvency Laws");
• Appointment of a receiver or custodian for any property of Lessee, or the institution of a foreclosure or attachment action upon any property of Lessee;
• Filing by Lessee of a voluntary petition under the provisions of the Bankruptcy Code or Insolvency Laws;
• Filing of an involuntary petition against Lessee as the subject debtor under the Bankruptcy Code or Insolvency Laws, which either (1) is not dismissed within thirty (30) days after filing, or (2) results in the issuance of an order for relief against the debtor; or
• Such person making or consenting to an assignment for the benefit of creditors or a composition of creditors.

15.2     Upon occurrence of an Event of Bankruptcy, Agrarian shall have all rights and remedies available pursuant to Article 16; provided, however, that while a case (the “Case") in which Lessee is the subject debtor under the Bankruptcy Code is pending, Agrarian’s right to terminate this Lease shall be subject, to the extent required by the Bankruptcy Code, to any rights of Lessee or its trustee in bankruptcy (collectively, “Trustee") to assume or assign this Lease pursuant to the Bankruptcy Code.  After the commencement of a Case:  (i) Trustee shall perform all post-petition obligations of Lessee under this Lease; and (ii) if Agrarian is entitled to damages (including, unpaid lease fees) pursuant to the terms of this Lease, then all such damages shall be entitled to administrative expense priority pursuant to the Bankruptcy Code.

15.3     Any person or entity to which this Lease is assigned pursuant to the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after the date of assignment, and any such assignee shall upon request execute and deliver to Agrarian an instrument confirming such assumption.  Trustee shall not have the right to assume or assign this Lease unless Trustee promptly (a) cures all defaults under this Lease, (b) compensates Agrarian for damages incurred as a result of such defaults, (c) provides adequate assurance of future performance on the part of Trustee as debtor in possession or Trustee’s assignee, and (d) complies with all other requirements of the Bankruptcy Code.  If Trustee fails to assume, or assume and assign, this Lease in accordance with the requirements of the Bankruptcy Code within sixty (60) days after the initiation of the Case, then Trustee shall be deemed to have rejected this Lease.  If this Lease is rejected or deemed rejected, then Agrarian shall have all rights and remedies available to it pursuant to Article XVI.

ARTICLE 16. HOLDING OVER

16.1     If Lessee does not immediately surrender the Leased Premises or any portion thereof upon the expiration or earlier termination of the Lease Term, then the Lease Fee payable by Lessee hereunder shall be increased to equal one hundred fifty percent (150%) of the original feet, and other sums that would have been payable pursuant to the provisions of this Lease if the Lease Term had continued during such holdover period.  Such Fees shall be computed by Agrarian and paid by Lessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Leased Premises has been vacated.

16.2     Notwithstanding any other provision of this Lease, Agrarian’s acceptance of these Fees shall not in any manner adversely affect Agrarian’s other rights and remedies, including Agrarian’s right to evict Lessee and to recover all damages.  The Parties agree that any such holdover shall be deemed to be a tenancy-at-sufferance and not a tenancy-at-will or tenancy from month-to-month.

ARTICLE 17. GENERAL PROVISIONS

17.1     Notices: All notices, requests, demands and other communications which are required or permitted to be given under this Lease will be in writing and will be deemed to have been duly given (a) upon receipt if delivered in person, (b) within seven business days if mailed, (c) the following business day if sent by recognized overnight courier, with proof of delivery, or upon receipt if delivered via email and a delivery receipt is requested and received by the sender.

17.2     Lessee acknowledges that Agrarian has not made any representation or promise with respect to the Leased Premises except as herein expressly set forth, and no right, privilege, easement, or license is being acquired by Lessee except as herein expressly set forth.

17.3     Agrarian and Lessee each warrant to the other that in connection with this Lease it has not employed or dealt with any broker, agent, or finder.  Lessee shall indemnify and hold Agrarian harmless from and against any claim for brokerage or other commissions asserted by any broker, agent, or finder employed by Lessee or with whom Lessee has dealt. Agrarian shall indemnify and hold the Lessee harmless from and against any claim for brokerage or other commissions asserted by any broker, agent, or finder employed by Agrarian or with whom Agrarian has dealt.

17.4 Each provision of this Lease shall be valid and enforceable to the fullest extent permitted by law.  If any provision of this Lease or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, then such provision shall be deemed to be replaced by the valid and enforceable provision most substantively similar to such invalid or unenforceable provision, and the remainder of this Lease and the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected.

17.5     The provisions of this Lease shall be binding upon and inure to the benefit of the Parties and each of their respective representatives, successors, and assigns, subject to the provisions herein restricting assignment or subletting.  In this Lease, use of the terms “Lessor” and “Lessee” includes the invitees, agents, board, board members, brokers, employees, contractors, clients, family members, licensees, customers, attorneys, consultants, representatives of any kind, and guests of the Lessor or Lessee.

17.6 This Lease contains and embodies the entire agreement of the Parties and supersedes all prior agreements, negotiations, letters of intent, proposals, representations, warranties, understandings, suggestions, and discussions, whether written or oral, between the Parties.  Any representation, inducement, warranty, understanding, term of any kind, or agreement that is not expressly set forth in this Lease shall be of no force or effect.

17.7     This Lease includes and incorporates all Exhibits.

17.8     This Lease shall be governed by the Laws of the jurisdiction in which the Leased Premises is located.  There shall be no presumption that this Lease be construed more strictly against the party who itself or through its agent prepared it, it being agreed that all Parties have participated in the preparation of this Lease and that each party had the opportunity to consult legal counsel before the execution of this Lease.

17.9     Time is of the essence with respect to each of Lessee’s and Agrarian’s obligations under this Lease.

17.10   This Lease may be executed in multiple counterparts, each of which shall be deemed an original and all of which together constitute one and the same document.  Electronic and/or digital signatures shall have the same binding effect as original signatures.

17.11 The Parties agree to execute and record a Notice of Lease in the form of EXHIBIT 4.

17.12   If Agrarian or Lessee is in any way delayed or prevented from performing any obligation (except, with respect to Lessee, an obligation to pay rent, additional rent, or other sums owed by Lessee to Agrarian under this Lease) due to fire, act of God, governmental act, or failure to act, strike or labor dispute involving employees other than those of the party seeking to rely on this Section, inability to procure materials, or any cause beyond such party’s reasonable control (whether similar or dissimilar to the foregoing events), then the time for performance of such obligation shall be excused for the period of such delay or prevention and extended for a period equal to the period of such delay, interruption, or prevention.

17.13   Lessee and the person executing and delivering this Lease on Lessee’s behalf each represents and warrants that such person is duly authorized to so act; that Lessee is duly organized, is qualified to do business in the jurisdiction in which the Leased Premises is located, is in good standing under the laws of the state of its organization and the laws of the jurisdiction in which the Leased Premises is located, and has the power and authority to enter into this Lease; and that all action required to authorize Lessee and such person to enter into this Lease has been duly taken.

17.14   All disputes arising out of or relating to this Lease Agreement or the performance of either party hereunder shall be handled as follows.

• Any dispute shall first be submitted to non-binding mediation to be held in _____________ or in close proximity. The complaining party shall notify the other party in writing of its intent to submit a matter to non-binding mediation. Within thirty (30) days after the other party’s receipt of this notice, each party shall either:

(i)         Appoint either a person experienced in sustainable farming in the state or the agrarian real estate market in the same region to serve as a mediator.  The two mediators shall select a third mediator who also must meet one of the qualifications set forth in the preceding sentence.  The three mediators shall work with the Parties to help them in reaching a resolution to their dispute; or

(ii)        agree to work with the USDA Agricultural Mediation Program.

• If the Parties are still unable to reach a resolution after this mediation process, then either party may submit the matter to binding arbitration or to a court, as described below.
• Any non-equitable dispute arising out of or relating to this Agreement or the performance of either party hereunder shall be finally settled by binding arbitration to be held in ___________. The Commercial Dispute Resolution Rules of the American Arbitration Association shall govern the arbitration, except that the Federal Rules of Evidence shall also apply. Any decision made pursuant to such arbitration shall be binding on the Parties and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
• Any equitable action entitled to be taken by a party arising out of this Agreement shall be filed exclusively within the courts of ______________ and the Parties consent to, and agree not to contest, the jurisdiction of such courts for the purposes of any such action. In the event that the arbitration or court should rule in favor of Agrarian, the Lessee shall pay one-half (50%) of Agrarian’s expenses (including legal fees) and in the event that the arbitration or court should rule in favor of the Lessee, Agrarian shall pay one-half (50%) of the Lessee’s legal expenses.

17.15   Notwithstanding any requirement of this Lease for Lessee to obtain advance permission, approval, allowance, or similar from Lessor to perform an act, engage in a use, or make any improvement (“Approval”) per Section 9.2 above, Lessee shall not be required to obtain such Approval where such act, use or improvement would involve less than $2,000 and less than 400 square feet of land and would not trigger the application any governmental approval or notice requirement.

17.16   Lessee and the Lessor shall keep and make available to each other accurate records of the performance (or non-performance) of all rights and obligations included in this Lease, including receipts, contracts, quotes, labor records, and similar records.

17.17   No third party shall have any right of enforcement with respect to this Lease.

IN WITNESS WHEREOF, Agrarian and Lessee have executed this Lease as of the day and year first above written.

Agrarian Land Trust                             ___________________________________________

Printed name, title w/ AGRARIAN LAND TRUST.

Duly authorized

_________________________

DATE

Lessee                                                  _____________________________________________

Printed name, title

Duly authorized (if lessee is an organization)

___________________________

DATE

Witness/Attest                                      ______________________________________________

Printed name

____________________________

DATE

Witness/Attest                                       ______________________________________________

Printed name

____________________________

DATE

EXHIBIT 1

TERMS, CONDITIONS, AND RESTRICTIONS

[pdfs to be inserted]

EXHIBIT 2

PROPERTY DESCRIPTION

EXHIBIT3

AGRICULTURAL BUILDING/S MAP/S

[survey and soils map could be added here]

EXHIBIT 4

MANAGEMENT PLAN OR PRE-EXISTING PLAN

[to be inserted]

EXHIBIT 5

NOTICE OF LEASE

[to prepare once this draft lease is done]

EXHIBIT 6

Memorandum of Understanding between Tenants

EXHIBIT 7

Description of Leased Farm Equipment