MINUTES VIRGINIA OUTDOORS FOUNDATION (VOF) BOARD OF TRUSTEES MEETING CHARLOTTESVILLE, VA JUNE 26, 2013

MINUTES VIRGINIA OUTDOORS FOUNDATION (VOF) BOARD OF TRUSTEES MEETING CHARLOTTESVILLE, VA JUNE 26, 2013 Attendance: Board Members Mr. Charles Seilheimer, Chair Mr. Jeff Walker Mr. Childs Burden Mr. Ben Chafin Mr. Peter Bance Absent: Mrs. Suzanne Lacy, Mr. Mark Allen Other Attendees Ms. Nancy Ambler, Wood Thrush Conservation Mr. Rex Linville, Piedmont Environmental Council (PEC) Mr. Pete Glubiak, Attorney Mr. Fred Fisher, Office of the Attorney General Mr. Peter Hujik, PEC Ms. Suzan Bulbulkaya, Department of Conservation and Recreation (DCR) Ms. Nan Mahone, Conservation Partners Ms. Brett Glymph, Office of the Attorney General (OAG) Mr. Hank Hartz, Hartz Conservation Services Ms. Sarah Richardson, DCR Mr. Brad Dalton, Attorney for Roseland Farms Mr. Tom Smith, Division of Natural Heritage Mr. Todd Hochrein, Virginia Conservation Credit Exchange Mr. Eric Johnson, Signature Financial Mr. Chris Mclean, Signature Financial Mr. Joe Carraciao, contractor for Roseland Farms Mr. Phil Hocker Mrs. Vonda Durrer, Land owner Mr. Austin Durrer, Landowner Mr. Tom Lockhart, Attorney Ms. Susan O Dell, Interested public Mr. Taylor Cole, Conservation Partners Dr. Michael Pelton, Valley Conservation Council Staff Mr. G. Robert Lee, Executive Director Ms. Leslie Grayson, Deputy Director, Policy & Owned Lands Ms. Tamara Vance, Deputy Director, Easements Ms. Martha Little, Deputy Director, Stewardship Ms. Sherry Buttrick, Assistant Director, Easements Ms. Kristin Ford, Assistant Director, Easements Ms. Bobbie Cabibbo, Executive Assistant Mr. Josh Gibson, Easement Project Manager Mr. Kerry Hutcherson, Staff Attorney Mr. Neal Kilgore, Easement Project Manager Mr. Jason McGarvey, Communications and Outreach Manager Mrs. Anna Chisholm, Director of Finance Mrs. Ruth Babylon, Easement Project Manager Mr. Dave Morton, IT/GIS Manager Mr. Philip Reed, Easement Project Manager Mr. Erika Richardson, Stewardship Specialist Mr. Bruce Stewart, Staff Attorney Ms. Laura Thurman, Easement Project Manager Mr. Mike Hallock-Salmon, GIS/IT Specialist Mr. Brian Fuller, Assistant Director, Stewardship Ms. Caroll Courtenay, Easement Assistant Mrs. Estie Thomas, Easement Project Manager Mr. Harry Hibbits, Assistant Director, Stewardship Mr. Andrew Fotinos, Stewardship Specialist Mr. Lucas Tyree, Intern Staunton office Mr. Bob Stilson, Legal Intern, Richmond office 1 of 14

Public Comments Mr. Lee read the public comment section of the Agenda. The Agenda has been changed to move the consideration of projects out of order for those projects that have someone here who has come to address a particular project. Roseland Farms Amendment Ms. Vance reviewed the Amendment and staff believes these changes are a major improvement to the original easement, strengthening the conservation values. Ms. Susan O Dell addressed the Board while passing around her biography. Ms. O Dell feels this amendment does not address scenic qualities. One of her concerns is what ecological impact the business will have on the area. Ms. O Dell also asked why it was so difficult to find the definitions that VOF uses for agriculture. The primary impact in allowing this size building is to the open space. This building, in her opinion, will dominate the view. Mr. Brad Dalton - Attorney, representing the Mrad Family spoke next. He reminded us that the amendment is removing the opportunity to build 2 buildings with 40,000 sq. foot total to one building. The opposition presented to this amendment is really with the easement as it exists and that cannot be undone. The Mrad family is excited about the project and what it will bring to Bland County. Mr. Lee asked Mr. Dalton if an appraisal had been done to see what the value will be after the amendment is done. Mr. Dalton said it had not been done but that it will be. Mr. Burden asked if Mr. Dalton s client had thought about landscaping and screening to lessen the impact on the view shed. Mr. Carracio, there to represent the contractor hired by the Mrad family, answered that landscaping has already been requested by VOF and will be added. Mr. Bance asked about the dimensions of the building and Mr. Carracio answered that at this time it is 250 feet long, 146 feet wide and 16 feet tall on the interior which has been approved by the county. In the plans there is one corner touching the flood plain, so there may be a revision to make the building smaller. The rooms planned in this building will contain the impact to the surrounding area by keeping the activity in one place. Ms. Glymph remarked that the property is under easement, and that does not protect the status quo. The easement already allows this type of building and the amendment clusters the permitted buildings to one place and in addition there is a reduction of divisions. Scenic resources were part of the original rigorous review and this amendment bolsters the conservation values and equestrian activities are in the purview of agriculture. Motion made by Mr. Chafin to approve the amendment with the following additions: the dorm space be limited to 11,000 square feet add standard VOF template language that requires prior written approval for future adaptive reuse an appraisal be done to show there is no private benefit Motion seconded by Mr. Burden and passed unanimously. Sandford Easement Madison County 209.67 acres Mr. Linville of PEC, stated that Piedmont Environmental Council was in favor of this easement. In addition, he noted both the quality of VOF easements and VOF Stewardship of such is so much better than 10 years ago. Overall the work VOF does is head and shoulders above other people in the country. 2 of 14

Ms. Ford presented this easement. This landowner is excited about preserving this family farm. There is concern over the personal use motocross dirt track but Ms. Ford feels that what our staff has done with the language in the easement will limit this track. The landowner is happy to keep this use limited. VOF staff will continue to work with the landowners to refine this language. The field in question is approximately 3.5 acres. Mr. Bance asked if this track was used for competition, the answer is no, it is just for the use of the family and friends and not open to the public. In addition, Mr. Bance asked, what is the relationship of the neighbors on the south east side? Mr. Eric Johnson and Mr. Chris McLean, from Signature Financial representing the Sanford s, answered that they were not aware of any objections by neighbors. Mr. Johnson and Mr. Mclean visit the property sometimes 2 times a week and have never seen the course used and know that the family only owns one motorcycle. Motion made by Mr. Burden to approve easement with new language changes (Attachment A), motion seconded by Mr. Bance and passed unanimously. Falkland Farms Halifax County 7,673 +/- acres - Mr. Lee stated that this is one of the largest easements considered in a long time. Mr. Reed explained that VOF and landowner are in agreement in all terms except: Protection measures Virginia Land Conservation Foundation (VLCF) will require on the ecologically significant hardpan forest Southern Piedmont Hardpan Forest compromises about 1200 acres of the acreage on this easement. Department of Conservation, Division of Natural Heritage (DCR/DNH) has mapped the area and makes 2 recommendations o no herbicide use o no conversion to pine plantation Mr. Smith from DNH remarked that these 1,200 acres are of global significance. DCR/DNH have thousands of acres nears this property. DCR/DNH is willing to comprise in that: clear cut would be ok, if the forest is allowed to regenerate naturally landowners could be allowed to use herbicide on invasive species only VOF staff indicated that they doubt that the landowner would agree to these conditions and suggested VOF would find it difficult if not impossible to monitor for herbicide use. Staff requested authority to work further DCR/DNH and landowner to develop language agreeable to both or to leave out the easement the 1,200 acres of this hardpan forest. Mr. Seilheimer stated that it is important to have the entire acreage under easement. Motion made by Mr. Walker to approve easement with one of two options. Option One 1. Approval contingent upon: Receipt of clean title Receipt of accurate legal description Revise acreage (for entire property) to reflect finding of newest legal description. Add VLCF/DCR language concerning stream crossings and bridges 2. Approve easement as presented with no restrictions on the hardpan forest, with standard template forestry language. NOTE: Forestry language may become more restrictive after Board approval, if required to meet VLCF criteria, if approved by VOF legal staff, and depending on agreement between DCR/DNH and the landowner. 3 of 14

Option Two 1. Approval contingent upon: Receipt of clean title Receipt of accurate legal description Revise acreage (for entire property) to reflect finding of newest legal description Add VLCF/DCR language concerning stream crossings and bridges 2. If the landowner IS agreeable, VOF may co-hold with DCR/DNH to allow them stewardship responsibility for: the no herbicide use and the no conversion to pine plantation 3. or DCR/DNH could train VOF staff to enforce those provisions. NOTE: Forestry language may become more restrictive after Board approval, if required to meet VLCF criteria, if approved by VOF legal staff, and depending on agreement between DCR/DNH and the landowner. Motion seconded by Mr. Bance and passed unanimously. To be clear, Mr. Seilheimer reminded us that surveying out the hardpan forest acreage in the easement is NOT a permitted option included in the motion. AMENDMENT Milton, Julia Montgomery County 160 +/- acres Change amendment to: (a) specify that DCR has all Boundary Line Adjustment approval and VOF has approval of any changes to the impervious surface cap, and (b) clarify that owner may use both building envelopes, not one or the other. Motion made by Mr. Burden to award an additional $10,000 of PTF money for a survey and to approve amendment as changed; motion seconded by Mr. Walker and passed unanimously. SPECIAL PROJECT AREA BUFFALO CREEK & PURGATORY MOUNTAIN Dr. Mike Pelton did a presentation, and review of what was in meeting package. Motion made by Mr. Burden to approve resolution; motion seconded by Mr. Bance and passed unanimously. (Attachment B) Order of Business is approved as changed. MINUTES Motion made by Mr. Walker to approve the March 14, 2013 Draft Minutes; motion seconded by Mr. Bance and passed unanimously. DIRECTOR S REPORTS Mr. Lee asked us to read his last report as Executive Director in the current VOF newsletter. Ms. Grayson referred us to the Owned Lands Report in the board package. Ms. Little directed us to Mr. Hibbitts who gave a presentation about a new tracking system to help with trends in Stewardship. (Presentation can be found with meeting record.) Ms. Vance state that we have over 60 projects for the October Board Meeting. 4 of 14

POLICY Ms. Grayson handed out an updated version of the template language had been included in the board package. (See Attachment C). Motion made by Mr. Burden to adopt this revised template language as shown on Attachment C, including the staff recommendation with regards to the final sentence; motion seconded by Mr. Walker and passed unanimously. ASSIGNMENT RESOLUTION Motion made by Mr. Walker to approve resolution as presented; motion seconded by Mr. Burden and passed unanimously. (Attachment D) PRESERVATION TRUST FUND (PTF) PROJECTS Gallahan, Barbara; & Rhodes, Elizabeth - Stafford County - 54.54 acres Amend easement by removing the 10,000 sq. feet of building allowance and making it more specific/allocate it to: dwelling up to 6,500 sq. feet,1 park building up to 3,500 sq. feet and a farm building up to 2,500 sq. feet, not to exceed an aggregate of 10,000 sq. feet. Motion made by Mr. Walker to award $6,500 of PTF money and to approve easement as amended; motion seconded by Mr. Burden and passed unanimously. Michael & Nancy Ball Revocable Living Trust - Russell County 258.854 acres Motion made by Mr. Walker to approve $6,500 of PTF money and easement as presented; motion seconded by Mr. Burden and passed unanimously. Black, Lawrence R. - Rockbridge County 225.671 acres Motion made by Mr. Burden to award up to $3,000 for a composite survey and up to $4,500, for other costs, of PTF money and to approve easement as presented; motion seconded by Mr. Walker and passed unanimously. Brown, Albert & Candace - Frederick County 156.5 acres Note that VOF has Title Report and the subordination has been resolved. Motion made by Mr. Walker to award $6,500 of PTF money and to approve the easement as presented; motion seconded by Mr. Burden and passed unanimously. Burnette, Edith Geraldine; Burnette, Alice Kathleen; & Harvey, Helen B. - Campbell County 136.727 +/- acres - Amend easement to provide that the total dwellings square footage shall not individually exceed 4,500 sq. ft. without VOF s prior approval. Motion made by Mr. Walker to award $6,500 in PTF money and to approve easement as amended; motion seconded by Mr. Bance and passed unanimously. Dodge, Paul T. Charlotte County 113.19 acres Amend easement to add the word NEW under Restrictions to read no NEW buildings in the set back. Motion made by Mr. Walker to award $6,500 plus survey money not to exceed $10,000 total and to approve easement as amended; motion seconded by Mr. Bance and passed unanimously. Harich, Barbara Floyd County - 103.349 acres Amend easement to change the square footage allowance for dwellings to be greater with VOF approval. Motion made by Mr. Walker to award $4,000 in PTF money and to approve easement as amended; motion seconded by Mr. Bance and passed unanimously. 5 of 14

Harvey, David; Harvey, Phyllis; Shull, Thomas & Shull, Georgia - Campbell County - 77.77 acres Motion made by Mr. Burden to award $6, 00 of PTF money and to approve easement as presented; motion seconded by Mr. Chafin and passed unanimously. RECONSIDERATION - Jones, Tom W. Wythe County - 430 +/- acres Clarification: cabins that were approved at last meeting, although not included on the map in this board package, are still allowed and PTF money awarded remain the same. Motion made by Mr. Chafin to approve easement reconsideration as presented; motion seconded by Mr. Walker and passed unanimously. Greer, Kevin and Nora Smyth County A request was made at the PTF Committee meeting for additional PTF money. Staff feels that a full survey is needed to accurately record this easement and therefore the need for additional PTF dollars. Motion made by Mr. Walker to approve an additional $4,000 of PTF money for a full survey for a total of $14,000 with easement terms the remaining the same; motion seconded by Mr. Bance and passed unanimously. McCarron, J. Dana & Marian F. - Rockingham County 35.19 acres Note that staff is in possession of Title Report. Amend easement to allowing 2 dwellings one not to exceed 2,000 sq. feet without VOF prior approval and one not to exceed 800 sq. feet. Motion made by Mr. Walker to award $1,200 in PTF money and to approve easement as amended; motion seconded by Mr. Bance and passed unanimously. Sewell, Kenneth & Louise - Floyd County 63 acres Motion made by Mr. Walker to award $4,000 of PTF money and approve easement as presented; motion seconded by Mr. Burden and passed unanimously. Shinaberry, Daniel F. & Shinaberry, Harlan Lee Jr. Farm - Augusta County 163.897 acres Note: VOF is now in possession of Title Report. Motion made by Mr. Walker to award $6,500 of PTF money and to approve easement as presented; motion seconded by Mr. Burden and passed unanimously. Shinaberry, Daniel F. & Shinaberry, Harlan Lee JR. Mountain Farm - Augusta County 149.021 acres Note: VOF is now in possession of Title Report. Motion made by Mr. Burden to award $6,500 in PTF money and to approve easement as presented; motion seconded by Mr. Walker and passed unanimously. Smith Jerome R. & Smith Margaret S. - Montgomery County 90 +/- acres Amend easement to state that cabin square footage should be calculated by livable area vs. ground area. Note: VOF is now in possession of the Title Report. Motion made by Mr. Walker to award $6,500 of PTF money and to approve easement as amended; motion seconded by Mr. Chafin and passed unanimously. Letitia J. Walker and Associates, LP "Locust Grove" -King and Queen County 633.45 acres Amend easement to add stream crossing language and allow the possibility of building envelope changes to accommodate requests by DCR staff after a property site visit is completed. Motion made by Mr. Burden to award $6,500 of PTF money and to approve easement as amended; motion seconded by Mr. Chafin and passed unanimously. 6 of 14

Emory Tayloe - Richmond County - 170 acres This project was distributed at the PTF Committee meeting and to all trustees. In order for staff to proceed with this project there is a need to match funds received from the National Oceanic and Atmospheric Administration s Coastal Program. Staff is requesting an allocation of PTF money in the amount of $45,000 to match funds and easement terms will be approved at a later meeting. Motion made by Mr. Bance to allocate $45,000 to this project; motion seconded by Mr. Walker and passed unanimously. LAND CONSERVATION PROJECTS Cole, Taylor M. - Augusta County - 176.979 acres Motion made by Mr. Burden to approve easement as presented; motion seconded by Mr. Walker and passed unanimously. Mr. Chafin left the meeting temporarily. EM&ES Land, LLC Reeves Main Farm - Augusta County - 340.661 acres Note: VOF has Title Report. Amend easement to allow staff and staff attorneys to work out Public Infrastructure Expansion (PIE) language for roads and change the citing language to no dwelling or building of any size or building over 10,000 ft. Motion made by Mr. Walker to approve easement as amended; motion seconded by Mr. Burden and passed unanimously. Ernest M. REEVES FAMILY, LLC and MOSSY CREEK, LC Horn, Sharon R, & Saarinen, Anne R. (Reeves Glade Farm) - Augusta County - 367.420 acres Note: VOF has Title Report. Amend easement to allow for PIE language for road expansion. Motion made by Mr. Burden to approve easement as amended; motion seconded by Mr. Walker and passed unanimously. Mr. Chafin returned to the meeting Mossy Creek Farms, Inc. (Reeves Gene s Farm) - Augusta County - 238.84 acres VOF now has Title Report. Amend easement to include PIE language for road expansion of State Road 731. Motion made by Mr. Bance to approve easement as amended; motion seconded by Mr. Walker and passed unanimously. Flory, James L & Flory, Yvonne M. - Highland County - 104.855 acres Note: VOF now has Title Report. Amend easement to add the word NEW to say no new building is allowed in the setback. Motion made by Mr. Walker to approve easement as amended; motion seconded by Mr. Bance and passed unanimously. Houser, Roger W. & Houser Properties, LLC - Page County - 65.5 acres Motion made by Mr. Burden to approve easement as presented contingent upon receipt of clear title and better property description; motion seconded by Mr. Chafin and passed unanimously. Houser, Roger & Houser Properties, LLC - Page County - 66.4 acres Motion made by Mr. Walker to approve easement as presented contingent upon receipt of clear title and better property description; motion seconded by Mr. Bance and passed unanimously. 7 of 14

Warren County Chapter Izaak Walton League of America, Inc. - Warren County - 155 +/- acres Note: VOF now has Title Report. Amend easement to alter the sign language to allow for the already existing larger sign. Clarify that any dwelling sq. footage may be used instead for a meeting building vs. limiting the meeting building to 3,500 sq. feet. Motion made by Mr. Chafin to approve easement as amended; motion seconded by Mr. Bance and passed unanimously. Long, J. Owen & Long Mary D. - Rockingham County 178.3 acres Amend easement to add PIE language for Route 11. Motion made by Mr. Walker to approve easement as amended; motion seconded by Mr. Bance and passed unanimously. MacDonald, Bruce N. & Sonia B. - Rockbridge County - 14.397 acres Motion made by Mr. Walker to approve easement as presented; motion seconded by Mr. Bance and passed unanimously. Normandy Capital, LLC (Burke) - Bath County - 793.98 acres Motion made by Mr. Chafin to approve easement as presented, motion seconded by Mr. Walker and passed unanimously. Norris, L. Wayne and Mary C. - Augusta County - 94.71 acres NOTE: VOF now has Title Report. Motion made by Mr. Chafin to approve easement as presented; motion seconded by Mr. Walker and passed unanimously. Pakull, Barton & Gray, Janice L. - Page County - 265.938 acres Motion made by Mr. Burden to approve easement as presented contingent upon receipt of clear title; motion seconded by Mr. Bance and passed unanimously. Pioneer Estate, LLC et. Al - Rockbridge County 102.2 acres Note: VOF now has Title Report and the acreage is 102.2 vs 108.092 in board meeting materials. Motion made by Mr. Bance to approve easement as presented; motion seconded by Mr. Walker and passed unanimously. Tipsword, Stephen R. - Rockbridge County - 71.18 acres Note: VOF now has Title Report. Motion made by Mr. Burden to approve easement as presented; motion seconded by Mr. Bance and passed unanimously. Andreae, Frederick S. & Christine E. - Page County 196.75 acres Mr. Lockhart was present representing the landowners. Motion made by Mr. Bance to approve as presented i.e. without PIE language; motion seconded by Mr. Burden and passed unanimously. Mr. Walker would like to request a county locator map on each topo map in future board meeting packages. Binns Family, LLC "Silver Hall Farm" - New Kent County 116.2 acres Motion made by Mr. Chafin to approve easement as presented; motion seconded by Mr. Bance and passed unanimously. Brandon, Sidney J. Jr. - Brunswick County - 442.88 acres Amend easement to add additional language stating that if the building that is in the setback is removed, no new building is allowed to be built in the setback, but the building is replaceable. Motion made by Mr. Burden to approve easement as amended; motion seconded by Mr. Walker and passed unanimously. Brandon Family - Surry County - 598.1 acres Motion made by Mr. Walker to approve easement as presented, motion seconded by Mr. Burden and passed unanimously. 8 of 14

Dunavant, R.C. Jr. & Dunavant, Jane P. - Lunenburg County - 430.3 acres Motion made by Mr. Bance to approve easement as presented; motion seconded by Mr. Walker and passed unanimously. Englert Farms, LLC - Goochland County - 81.34 acres Motion made by Mr. Bance to approve easement as presented; motion seconded by Mr. Chafin and passed unanimously. F & P Enterprises, Inc. - Amelia County - 1,220.9 acres Motion made by Mr. Chafin to approve easement as presented; motion seconded by Mr. Walker and passed unanimously. Fox, Clarke & Fox, Clifford - Southampton County - 230 acres Motion made by Mr. Walker to approve easement as presented; motion seconded by Mr. Burden and passed unanimously. Gobbler Knob, LLC - Powhatan County - 513.62 acres Motion made by Mr. Chafin to approve easement as presented; motion seconded by Mr. Bance and passed unanimously. Roy C. Jenkins Jr., LLC - Amelia County 709.81 acres Amend easement to: add no demolition language for the historic house Selma remove reference to VDHR note that acreage may be less because parcel being left out may be larger than noted add language to allow skeet shooting update forestry language to include the specific purpose of timber management in Commercial Use section add language to allow a bed and breakfast in existing buildings in Buffer section add that all requirements also apply to Mill Creek Motion made by Mr. Chafin to approve easement as amended and contingent on clear title; motion seconded by Mr. Bance and passed unanimously. Scott Timberland Co., LP - Amelia County - 1,286.85 acres Motion made by Mr. Walker to approve easement as presented; motion seconded by Mr. Bance and passed unanimously. Swales, Susan E. - Fluvanna County - 130.765 acres Amend easement to remove the PIE language. Motion made by Mr. Burden to approve easement as amended; motion seconded by Mr. Walker and passed unanimously. Amendment - Wasserman, William - Washington County - 5 acres Note: This landowner is an employee and he is not present for discussion or vote. Motion made by Mr. Chafin to approve amendment as presented; motion seconded by Mr. Burden and passed unanimously. French, John & Bonnie - Pulaski County - 168 acres Amend easement to remove the 4 bullet points in the dwelling section that specify the types of buildings allowed to provide more flexibility. Motion made by Mr. Chafin to approve easement as amended; motion seconded by Mr. Bance and passed unanimously. Mr. Bance left the meeting room temporarily. Poole, Ray - Grayson County - 23 acres Motion made by Mr. Chafin to approve easement as presented; motion seconded by Mr. Walker and passed unanimously. 9 of 14

Sheppard, Trent & Bonnie Montgomery County - 155.242 acres Motion made by Mr. Burden to approve easement as presented; motion seconded by Mr. Chafin and passed unanimously. Mr. Bance returned to the meeting. Childress Farms, Inc. - Montgomery County- 272 acres Motion made by Mr. Chafin to approve easement as presented; motion seconded by Mr. Bance and passed unanimously. Higginbotham, H. Burl - Alleghany County - 1,431.27 acres Amend easement to remove the words Primary and Secondary dwellings and instead use total number of dwellings. Motion made by Mr. Burden to approve easement as amended; motion seconded by Mr. Walker and passed unanimously. RECONSIDERATION Lawrence, Coleman, Jr. - Pittsylvania County - 179 acres Note that name is incorrect on the agenda. Motion made by Mr. Walker to approve easement as presented; motion seconded by Mr. Bance and passed unanimously. O'Donnell, Kimberly Brooke - Floyd County - 71.5 acres Motion made by Mr. Bance to approve easement as presented; motion seconded by Mr. Walker and passed unanimously. Seamon, David W. - Franklin County - 107.071 acres Amend easement to return the Cost Recovery section back to VOF template language. Motion made by Mr. Bance to approve easement as amended; motion seconded by Mr. Chafin and passed unanimously. Amendment - Thompson, Danny L. & Thompson, Martha H. - Franklin County - 437.7293 acres Motion made by Mr. Bance to approve amendment as presented; motion seconded by Mr. Walker and passed unanimously. Wilson, James M. - Franklin County - 65 +/ - acres Motion made by Mr. Walker to approve easement as presented; motion seconded by Mr. Bance and passed unanimously. Mr. Walker out of the room temporarily. Richardson, Mary Lou Phipps - Grayson - 8.758 acres - Motion made by Mr. Bance to approve easement as presented; motion seconded by Mr. Chafin and passed unanimously. Mr. Chafin out of the room temporarily. Bailey, Jack - King William County - 36.86 acres Motion made by Mr. Bance to approve easement as presented; motion seconded by Mr. Burden and passed unanimously. Mr. Walker returned to the meeting. Barnes, David and Teresa "Green Level" - King William County - 111.46 acres Motion made by Mr. Walker to approve easement as presented; motion seconded by Mr. Bance and passed unanimously. Mr. Chafin returned to the meeting. 10 of 14

Blandfield Associates, LC, Blandfield Lodge, LLC & Mount Landing Creek, LC - Essex County - 3500 + - acres Note: Survey is still being completed but it is expected that the acreage is approximately 3500 acres. Amend easement to: Allow 30 dwellings with an aggregate 120,000 sq ft. with no one dwelling to exceed 7,000 sq. feet of living space except with prior VOF approval. Indoor riding arena not to exceed 23,000 sq. feet except with VOF approval Include a provision in deed to allow a paved road to RT 17, to existing mansion and then to THE LODGE. Return oil & gas language to VOF s standard language. Insert a sentence to allow other hydrocarbons to be extracted in similar manner to oil and gas. In buffer clause, add an additional exception that in order to maintain the viewshed for the historic mansion, the cutting of trees is allowed. In the grading clause add the retained ability to maintain seasonal water impoundments but not in the buffer areas. No drill sites are to be visible from Rappahannock River or public roads. Storage tanks that store fracking fluids are allowed and fracking fluids ARE NOT allowed to be stored in open ponds. Add in oil and gas review, that grantees review and approval of plans shall not be unreasonably withheld, conditioned or delayed. Return Enforcement language back to VOF template. Allow the word reasonable before the words cost recovery In Utilities paragraph add ability for gas lines to be constructed Add that existing sporting clay range may be moved with prior VOF approval Insert language to allow 8 docks, 4 boathouses and 75 stream crossings and to allow additional with prior VOF approval. Staff in conjunction with VOF legal team may review and alter terms where needed Motion made by Mr. Bance to approve easement as amended; motion seconded by Mr. Burden and passed unanimously. Carlton, Richard - King William County - 70.991 acres Motion made by Mr. Walker to approve easement as presented; motion seconded by Mr. Bance and passed unanimously. Carlton, Ryan - King William County - 71.305 acres Motion made by Mr. Walker to approve easement as presented; motion seconded by Mr. Bance and passed unanimously. Grigg, William F. - King and Queen County- 859.5 acres Amend easement to add stream crossing language. Motion made by Mr. Walker to approve easement as presented; motion seconded by Mr. Bance and passed unanimously. Hundleys of Rose Hill, LLC - Essex County - 657.4 acres Note: Easement summary sheet notes 6 divisions with 6 parcels allowed and deed states 7, but 6 parcels with 5 divisions is correct. Motion made by Mr. Bance to approve easement as corrected noting that there are 6 parcels and 5 divisions allowed; motion seconded by Mr. Walker and passed unanimously. 11 of 14

Mitchell, John and Kathryne - King George County - 48.069 acres Amend easement to allow 3 dwellings with an aggregate of 7,000 sq. feet. Motion made by Mr. Bance to approve easement as amended; motion seconded by Mr. Chafin and passed unanimously. RECONSIDERATION: Parker, Winter Franklin and Kathy "Enfield" - King William County 865 acres Motion made by Mr. Bance to approve easement as presented; motion seconded by Mr. Burden and passed unanimously. von Walter, Edward P."Woodburn Farm" - Essex County - 97.857 acres Motion made by Mr. Bance to approve easement as presented; motion seconded by Mr. Walker and passed unanimously. Winchester Sportsmen Club, Inc. - King William County - 79 acres Motion made by Mr. Chafin to approve easement as presented; motion seconded by Mr. Walker and passed unanimously. Durrer, David S. - Culpeper County - 189.09 acres Mrs Vonda Durrer, Mr. Austin Durrer and Mr. Lockhart (Attorney) were present. Amend easement to add PIE language for VDOT turn lanes on Route 229 and Waterford Road; change dwelling language to allow dwelling that may not exceed 6,000 sq. feet and an additional dwelling not exceed 4,500 sq. feet. Motion made by Mr. Burden to approve easement as amended; motion seconded by Mr. Bance and passed unanimously. Atkins, Larry D., Trustee of the Larry D. Atkins Revocable Trust and Statewide Realty Company - Prince Edward County - 339.63 acres Amend easement to allow dwellings to exceed 4, 500 sq. feet with prior VOF approval. Motion made by Mr. Bance to approve easement as amended; motion seconded by Mr. Burden and passed unanimously. Atkins, Larry D., Trustee of the Larry D. Atkins Revocable Trust and Statewide Realty Company - Prince Edward County - 1118.63 acres Amend easement to allow dwellings to exceed 4, 500 sq. feet with prior VOF approval r pb, bc Mr. Chafin left the meeting temporarily. Bailey, Michael A. and Christie B. - Lunenburg County - 466.97 acres Motion made by Mr. Bance to approve easement as presented; motion seconded by Mr. Walker and passed unanimously. Buchanan, Stuart E. - Halifax County - 185 acres Amend easement to: (a) include the existing mobile home as a dwelling (b) change the not to exceed size of one of the allowed dwellings from 1,000 sq. feet to 1,600 sq. feet without prior VOF approval; (c) in the 100 ft. stream buffer there is an exemption for a pavilion or gazebo not to exceed 1,000 sq. feet and an exemption for the existing farmed field. Motion made by Mr. Burden to approve easement as amended; motion seconded by Mr. Bance and passed unanimously. Buchanan, Stuart E. - Halifax County - 347.53 acres Motion made by Mr. Burden to approve easement as presented; motion seconded by Mr. Walker and passed unanimously. Buchanan, Stuart - Halifax County - 58 +/ - acres Motion made by Mr. Walker to approve easement as presented; motion seconded by Mr. Burden and passed unanimously. Clark, John Sheldon - Orange County - 130.59 acres There is limitation on location of 3 house 2 of e3 house must be within 200 feet of each other, one of the 3 houses must be within 300 ft. of Hawthorne Lane. CB, JW all approved. 12 of 14

Devin, William B. The Russell Smith Tract - Charlotte County - 527.585 acres Motion made by Mr. Bance to approve easement as presented; motion seconded by Mr. Walker and passed unanimously. Hawkins, A. David - Campbell County - 264.41 acres Allow staff attorney to work with owner attorney on the Enforcement provision ensuring there are no substantive changes; allow the word reasonable before costs of enforcement in the Cost Recovery Paragraph. Motion made by Mr. Burden to approve easement as stipulated; motion seconded by Mr. Bance and passed unanimously. Fred H. Jones Properties, LLC - Appomattox County - 105.39 acres Motion made by Mr. Burden to approve easement as presented; motion seconded by Mr. Walker and passed unanimously. Fred H. Jones Properties, LLC - Appomattox County - 901 acres Amend easement to: (a) add the word new to no buildings closer than 500 feet ; (b) add to list of roads which have setbacks County Roads 649 & 650; (c) change the dwelling section to say 6 dwellings total; (d) building envelope may be relocated with prior VOF approval; (e) allow each farmstead to have up to 1,500 sq. feet in the aggregate, of small scale compatible use buildings. Motion made by Mr. Bance to approve easement as amended; motion seconded by Mr. Burden and passed unanimously. Fred H. Jones Properties, LLC - Campbell County - 246.80 acres Amend easement to add the word new to no buildings in the set back. Motion made by Mr. Burden to approve easement as amended; motion seconded by Mr. Walker and passed unanimously. Kittrell, Mark S. and Kittrell, Ellen R. Perry Hill" Buckingham County - 180.78 acres Motion made by Mr. Burden to approve easement as presented; motion seconded by Mr. Bance and passed unanimously. Moseley, Donald L. & Susan "Wheatlands Farm" - Buckingham County - 199.857 acres - Motion made by Mr. Walker to approve easement as presented; motion seconded by Mr. Bance and passed unanimously. Wheatland Properties, LLC - Buckingham County - 65 acres - Motion made by Mr. Walker to approve easement as presented; motion seconded by Mr. Burden and passed unanimously. Pennington, Ray M. III - Madison County- 175.37 acres Motion made by Mr. Bance to approve easement as presented; motion seconded by Mr. Burden and passed unanimously. Pennington, Ray M. III - Madison County - 236.972 acres Amend easement to change from 4 dwellings allowed to 2 as noted in the Easement Summary Sheet. Motion made by Mr. Burden to approve easement as amended and if additional land is bought and the terms are the same, then it can be added to this easement; motion seconded by Mr. Walker and passed unanimously. Jane Virginia Saunders Revocable Trust, Jane V. Saunders, Trustee - Albemarle County - 37.44 acres Motion made by Mr. Walker to approve easement as presented; motion seconded by Mr. Bance and passed unanimously. Tray s Branch, LLC - Nelson County - 53.146 acres Motion made by Mr. Bance to approve easement as presented; motion seconded by Mr. Burden and passed unanimously. 13 of 14

Mr. Seilheimer presented Mr. Walker with a commemorative appreciation gift as this is the end of his tenure as a Trustee. Meeting was adjourned at 4:10 p.m. 14 of 14

RE: TEMPLATE MINING PROVISION REVISION To: Board of Trustees From: Leslie Grayson Through: Office of Executive Director Date: 6-25-2013 Based on concerns and feedback from various parties staff recommends that we modify the standard Grading, Blasting, Filling and Mining provision adopted by the Board July 2012 and in the current VOF template as shown below. In addition, staff recommends that the final sentence to be deleted in the template may be retained at the election or option of the landowner. STANDARD TEMPLATE 6. GRADING, BLASTING, FILLING AND MINING. (i) Grading, blasting, filling, or earth removal shall not materially alter the topography of the Property except (a) for clearing, grading, and dam construction to create ponds (but not storm water retention ponds to serve other properties), (b) for restoration, enhancement, or development of ecosystem functions on the Property as permitted and limited under Section II, Paragraph 3 (i)(f) above, (c) for erosion and sediment control pursuant to an erosion and sediment control plan, or (d) as required in the construction of permitted buildings, structures, roads, and utilities. Grantee may require appropriate sediment and erosion control practices to be undertaken for the construction of buildings, structures, roads or utilities that require Grantee approval in Section II Paragraph 2 (i) above, as a condition of such approval. (ii) Grading, blasting, filling, or earth removal in excess of one acre for the purposes set forth in subparagraphs (a) through (d) above require 30 days prior notice to Grantee. Generally accepted agricultural activities, including the conversion of forest land into farmland, shall not constitute a material alteration of the topography. Surface mining on the Property, and dredging on or from the Property, and subsurface mining on or from the surface of the Property is prohibited. are prohibited. Subsurface mining is prohibited, except that exploration for and extraction of oil and gas from under the surface of the Property by horizontal or slant drilling from well sites on adjacent or nearby properties is permitted.