Common use of ENTITY Responsibilities Clause in Contracts

ENTITY Responsibilities. 1. ENTITY must purchase agricultural land easements on eligible land from eligible landowners for the Parcels identified on the attachments to this Cooperative Agreement consistent with the requirements identified in this Agreement. ACEP agricultural land easements on grasslands of special environmental significance are conservation easements conveyed for the purpose of protecting natural resources including grazing uses and related conservation values by restoring and conserving grassland and related uses subject to an agricultural land easement plan including a component grassland management plan, as specified in in this part. 2. ENTITY must ensure that agricultural land easements acquired with funds made available under this Cooperative Agreement and that the deeds satisfy the following requirements: a. Contain the “Minimum Terms for the Protection of Agricultural Use”, including the grassland specific options, attached to this Cooperative Agreement as exhibit 7 (ALE Minimum Deed Terms). The ENTITY is authorized to use its own terms and conditions in the agricultural land easements so long as the ENTITY’s additional language does not alter or defeat the intent, purpose or effective enforcement by the Parties of the ALE minimum deed terms, the Agricultural Conservation Easement Program, or the agricultural land easements acquired under this Cooperative Agreement. ENTITY shall ensure that all grassland provisions in the ALE Minimum Deed Terms exhibit are used. b. Address all of the minimum deed requirements identified at 7 CFR § 1468.25(d); c. Address the disposition of the agricultural land easement and the Federal share in the event the agricultural land easement is ever extinguished, terminated, or condemned in whole or in part. d. Are conveyed for the purpose of protecting natural including grazing uses and related conservation values by restoring and conserving grassland; e. Run with the land in perpetuity or where State law prohibits a permanent easement, for the maximum duration allowable under State law; f. Protect the grasslands of special environmental significance, including the grazing uses and related conservation values by restoring and conserving eligible land; g. Provide for the administration, management, and enforcement of the agricultural land easement by the ENTITY or its successors and assigns; h. Permit effective enforcement of the conservation purposes of such easements; and i. Subject the Parcel to an agricultural land easement plan that includes a component grassland management plan and meets the requirements of this Section. 3. The ENTITY has the following three options for ensuring that the agricultural land easement contains the ALE Minimum Deed Terms required in paragraph VII.A.2 above: a. Attach the ALE Minimum Deed Terms Addendum as an Exhibit to the Agricultural Land Easement Deed. Under this option the ENTITY does not need to have the entire agricultural land easement deed reviewed by NRCS; instead, NRCS at the State level will verify prior to the ENTITY requesting an advance of the Federal share or closing on an agricultural land easement that the ENTITY satisfies all of the following requirements: (i) The ALE Minimum Deed Terms addendum is signed by the landowner and the ENTITY and will be attached to the agricultural land easement deed at the time of closing and recordation; (ii) The terms of the ALE Minimum Deed Terms addendum are not modified; and (iii) The paragraph below is inserted at the bottom of the agricultural land easement deed: This Agricultural Land Easement is acquired with funds provided, in part, by the Agricultural Conservation Easement Program, (ACEP). The EXHIBIT is attached hereto and incorporated herein by reference and will run with the land in perpetuity [or for the maximum duration allowed under applicable State laws]. As required by 16

ENTITY Responsibilities. 1. ENTITY must will purchase agricultural land easements on eligible land from eligible landowners for the Parcels identified on the attachments to this Cooperative Agreement consistent with the requirements identified in this Agreementherein. ACEP agricultural land easements on grasslands of special environmental significance are conservation easements conveyed for the purpose of protecting natural resources resources, including grazing uses and related conservation values values, by restoring and conserving grassland and related uses subject to an uses. The landowner is identified as the Grantor under the terms of the agricultural land easement plan including deed. The ENTITY must notify NRCS as soon as possible if there is a component grassland management plan, change in landownership after the parcel is identified as specified in in this partselected for funding and prior to closing on the easement. 2. ENTITY must ensure that the agricultural land easements acquired with funds made available under this Cooperative Agreement and that the agricultural land easement deeds satisfy the following requirements: a. Contain the “Minimum Terms for the Protection of Agricultural Use”, including the grassland specific options, attached to this Cooperative Agreement as exhibit 7 (ALE Minimum Deed Terms). The ENTITY is authorized to use its own terms and conditions in the agricultural land easements easement deeds so long as the ENTITY’s additional language does not alter or defeat the intent, purpose or effective enforcement by the Parties of the ALE minimum deed terms, the Agricultural Conservation Easement Program, or the agricultural land easements acquired under this Cooperative Agreement. ENTITY shall must ensure that all grassland provisions in the ALE Minimum Deed Terms exhibit are used.; b. Address all of the minimum regulatory deed requirements identified at 7 CFR § Section 1468.25(d); c. Address the disposition of the agricultural land easement and the Federal share in the event the agricultural land easement is ever extinguished, terminated, or condemned in whole or in part.; d. Are conveyed for the purpose of protecting natural resources, including grazing uses and related conservation values values, by restoring and conserving grassland; e. Run with the land in perpetuity or where State law prohibits a permanent easement, for the maximum duration allowable under State law; f. Protect the grasslands of special environmental significance, including the grazing uses and related conservation values by restoring and conserving eligible land; g. Provide for the administration, management, and enforcement of the agricultural land easement by the ENTITY or its successors and assigns; h. Permit effective enforcement of the conservation purposes of such easements; and i. Subject the Parcel to an agricultural land easement plan that includes a component grassland management plan and meets the requirements of this Sectionsection. 3. The ENTITY has the following three options for ensuring that the agricultural land easement deed contains the ALE Minimum Deed Terms required in paragraph VII.A.2 above: a. Attach the ALE Minimum Deed Terms Addendum as an Exhibit to the Agricultural Land Easement Deed. Under this option the ENTITY does not need to have the entire agricultural land easement deed reviewed by NRCS; instead, NRCS at the State level will verify prior to the ENTITY requesting an advance of the Federal share or closing on an agricultural land easement that the ENTITY satisfies all of the following requirements: (i) The ALE Minimum Deed Terms addendum is signed by the landowner and the ENTITY and will be attached to the agricultural land easement deed at the time of closing and recordation; (ii) The terms of the ALE Minimum Deed Terms addendum are not modified; and (iii) The paragraph below is inserted at the bottom of the agricultural land easement deed: This Agricultural Land Easement is acquired with funds provided, in part, by the Agricultural Conservation Easement Program, (ACEP). The EXHIBIT is attached hereto and incorporated herein by reference and will run with the land in perpetuity [or for the maximum duration allowed under applicable State laws]. As required by 1616 U.S.C. Section 3865 et seq. and 7 CFR Part 1468, and as a condition of receiving ACEP funds, all present and future use of the Protected Property identified in EXHIBIT is and will remain subject to the terms and conditions described forthwith in this Addendum entitled Minimum Terms For The Protection Of Agricultural Use in EXHIBIT that is appended to and made a part of this easement deed.

ENTITY Responsibilities. 1. ENTITY must will purchase agricultural land easements on eligible land from eligible landowners for the Parcels identified on the attachments to this Cooperative Agreement consistent with the requirements identified in this Agreement. ACEP agricultural land easements on grasslands of special environmental significance are conservation easements conveyed for the purpose of protecting natural resources including grazing uses and related conservation values by restoring the agricultural nature of the land and conserving grassland permit the landowner the right to continue agricultural production and related uses subject to an agricultural land easement plan including a component grassland management plan, as specified in in this part. 2. ENTITY must will ensure that agricultural land easements acquired with funds made available under this Cooperative Agreement and that the deeds satisfy the following requirements: a. Contain the “Minimum Terms for the Protection of Agricultural Use”, including the grassland specific options, attached to this Cooperative Agreement as exhibit 7 (ALE Minimum Deed Terms). The ENTITY is authorized to use its own terms and conditions in the agricultural land easements so long as the ENTITY’s additional language does not alter or defeat the intent, purpose or effective enforcement by the Parties of the ALE minimum deed terms, the Agricultural Conservation Easement Program, or the agricultural land easements acquired under this Cooperative Agreement. ENTITY shall ensure that all grassland provisions in the ALE Minimum Deed Terms exhibit are used. b. Address all of the minimum deed requirements identified at 7 CFR § Section 1468.25(d); c. Address the disposition of the agricultural land easement and the Federal share in the event the agricultural land easement is ever extinguished, terminated, or condemned in whole or in part. d. Are conveyed for the purpose of protecting natural including grazing uses resources and related conservation values by restoring and conserving grasslandthe agricultural nature of the land; e. Run with the land in perpetuity or where State law prohibits a permanent easement, for the maximum duration allowable under State law; f. Protect the grasslands of special environmental significance, including the grazing uses and related conservation values by restoring and conserving eligible land; g. Provide for the administration, management, and enforcement of the agricultural land easement by the ENTITY or its successors and assigns; h. Permit effective enforcement of the conservation purposes of such easements; and i. Subject the Parcel to an agricultural land easement plan that includes a component grassland management plan and meets the requirements of this Section. 3. The ENTITY has the following three options for ensuring that the agricultural land easement contains the ALE Minimum Deed Terms required in paragraph VII.A.2 above: a. Attach the ALE Minimum Deed Terms Addendum as an Exhibit to the Agricultural Land Easement Deed. Under this option the ENTITY does not need to have the entire agricultural land easement deed reviewed by NRCS; instead, instead NRCS at the State level will verify prior to the ENTITY requesting an advance of the Federal share or closing on an agricultural land easement that the ENTITY satisfies all of the following requirements: (i) The ALE Minimum Deed Terms addendum is signed by the landowner and the ENTITY and will be attached to the agricultural land easement deed at the time of closing and recordation; (ii) The terms of the ALE Minimum Deed Terms addendum are not modified; and (iii) The paragraph below is inserted at the bottom of the agricultural land easement deed: This Agricultural Land Easement is acquired with funds provided, in part, by the Agricultural Conservation Easement Program, (ACEP). The EXHIBIT is attached hereto and incorporated herein by reference and will run with the land in perpetuity [or for the maximum duration allowed under applicable State laws]. As required by 16

ENTITY Responsibilities. 1. The ENTITY must will purchase agricultural land easements on eligible land from eligible landowners for the Parcels identified as selected for funding on the attachments attachment A to this Cooperative Agreement consistent with the requirements identified in this Agreementherein. ACEP agricultural land easements on grasslands The landowner is identified as the Grantor under the terms of special environmental significance are conservation easements conveyed for the purpose of protecting natural resources including grazing uses and related conservation values by restoring and conserving grassland and related uses subject to an agricultural land easement plan including deed. The ENTITY must notify NRCS as soon as possible if there is a component grassland management plan, change in landownership after the Parcel is identified as specified in in this part. 2selected for funding on attachment A and prior to closing on the easement. The ENTITY must ensure that the agricultural land easements acquired with funds made available under this Cooperative Agreement and that the agricultural land easement deeds satisfy the following requirements: a. : Contain the “Minimum Deed Terms for the Protection of Agricultural Use”, ,” including the grassland grassland- and GSS-specific options, (ALE Minimum Deed Terms), attached to this Cooperative Agreement as (exhibit 7 (ALE Minimum Deed Terms7). The ENTITY is authorized to use its own terms and conditions in the agricultural land easements easement deeds so long as the ENTITY’s additional language does not alter or defeat the intentALE Minimum Deed Terms are included pursuant to Paragraph 3, purpose or effective enforcement by the Parties of the ALE minimum deed terms, the Agricultural Conservation Easement Program, or the agricultural land easements acquired under this Cooperative Agreementbelow. The ENTITY shall must also ensure that all grassland and GSS provisions in the ALE Minimum Deed Terms exhibit are used. b. ; Address all of the minimum regulatory deed requirements identified at 7 CFR § Section 1468.25(d); c. ; Address the disposition of the agricultural land easement and the Federal share in the event the agricultural land easement is ever extinguished, terminated, or condemned in whole or in part. d. ; Are conveyed for the purpose of protecting natural resources and the agricultural nature of the land and permitting the landowner the right to continued agricultural production and related uses, including grazing uses and related conservation values, by restoring or conserving grassland; Run with the land in perpetuity or, where State law prohibits or does not authorize a permanent easement, for the maximum duration allowed under State law; Protect the agricultural use and future viability, and related conservation value of the Parcels by limiting nonagricultural uses of that land that negatively affect the agricultural uses and conservation values or protect grazing uses and related conservation values by restoring and or conserving grassland; e. Run with the land in perpetuity or where State law prohibits a permanent easement, for the maximum duration allowable under State law; f. Protect eligible land; Protects the grasslands of special environmental significancesignificance as defined in 7 CFR 1468.3, including by identifying in the grazing uses and related conservation values by restoring and conserving eligible land; g. baseline documentation report the grassland, habitat, species, sensitive natural resources or other GSS attributes identified on the Parcel; Provide for the effective administration, management, and enforcement of the agricultural land easement by the ENTITY or its successors and assigns; h. ; Permit effective enforcement of the conservation purposes of such easements; and i. Subject and A highly erodible land (HEL) conservation plan is required pursuant to the terms of 7 CFR Section 1468.25(d)(9) for any portion of the Parcel to an agricultural land easement plan that includes a component grassland management plan and meets the requirements of this Section. 3is highly erodible cropland. The ENTITY has the following three options for ensuring that the agricultural land easement deed contains the ALE Minimum Deed Terms Terms, as required in paragraph VII.A.2 above: a. : Attach the ALE Minimum Deed Terms Addendum as an Exhibit exhibit to the Agricultural Land Easement Deed. Under this option option, NRCS, at the ENTITY does not need to have State level, may approve the entire individual agricultural land easement deed reviewed by NRCS; insteadafter verifying, NRCS at the State level will verify prior to the ENTITY requesting an advance of the Federal share or closing on an agricultural land easement easement, that the ENTITY satisfies all of the following requirements: (i) : The ALE Minimum Deed Terms addendum is signed by the landowner and the ENTITY and will be attached to the agricultural land easement deed at the time of closing and recordation; (ii) recordation in accordance with the ‘Instructions for Appending’ provided in the ALE Minimum Deed Terms Addendum; The terms of the ALE Minimum Deed Terms addendum are not modifiedmodified except for appropriate formatting changes, selecting options, removing instructional provisions, and substituting, as needed, the defined terms for the ALE Deed, Baseline Documentation Report, Protected Property, and the Parties; and (iii) and The paragraph below is inserted at the bottom of the agricultural land easement deed: This Incorporate the ALE Minimum Deed Terms into the Body of the Agricultural Land Easement is acquired Deed. Under this option, the ENTITY must ensure the terms as stated in in the ALE Minimum Deed Terms addendum are incorporated into the body of the agricultural land easement deed in accordance with funds provided, ‘Instructions for Incorporation’ provided in part, by the Agricultural Conservation Easement Program, (ACEP)ALE Minimum Deed Terms addendum. The EXHIBIT is attached hereto ALE Minimum Deed Terms may be formatted to select options where instructed, conform terms to deed formatting, complete terms with required information, and incorporated herein delete instructions to drafters. Each individual agricultural land easement deed submitted under this option must be reviewed and approved by reference and will run with NRCS National Headquarters (NHQ) prior to the ENTITY requesting an advance of the Federal share or closing on an agricultural land in perpetuity [or for the maximum duration allowed under applicable State laws]. As required by 16easement.

ENTITY Responsibilities. 1. ENTITY must will purchase agricultural land easements on eligible land from eligible landowners for the Parcels identified on the attachments to this Cooperative Agreement consistent with the requirements identified in this Agreementherein. ACEP agricultural land easements on grasslands of special environmental significance are conservation easements conveyed for the purpose of protecting natural resources including grazing uses and related conservation values by restoring and conserving grassland and related uses subject to an the agricultural nature of the land. The landowner is identified as the Grantor under the terms of the agricultural land easement plan including deed. The ENTITY must notify NRCS as soon as possible if there is a component grassland management plan, change in landownership after the parcel is identified as specified in in this partselected for funding and prior to closing on the easement. 2. ENTITY must ensure that the agricultural land easements acquired with funds made available under this Cooperative Agreement and that the agricultural land easement deeds satisfy the following requirements: a. Contain the “Minimum Terms for the Protection of Agricultural Use”, including the grassland specific options, attached to this Cooperative Agreement as exhibit 7 (ALE Minimum Deed Terms). The ENTITY is authorized to use its own terms and conditions in the agricultural land easements easement deeds so long as the ENTITY’s additional language does not alter or defeat the intent, purpose purpose, or effective enforcement by the Parties of the ALE minimum deed terms, the Agricultural Conservation Easement Program, or the agricultural land easements acquired under this Cooperative Agreement. ENTITY shall ensure that all grassland provisions in the ALE Minimum Deed Terms exhibit are used.; b. Address all of the minimum regulatory deed requirements identified at 7 CFR § Section 1468.25(d); c. Address the disposition of the agricultural land easement and the Federal share in the event the agricultural land easement is ever extinguished, terminated, or condemned in whole or in part.; d. Are conveyed for the purpose of protecting natural including grazing uses resources and related conservation values by restoring and conserving grasslandthe agricultural nature of the land; e. Run with the land in perpetuity or or, where State law prohibits a permanent easement, for the maximum duration allowable under State law; f. Protect the grasslands agricultural use, future viability, and related conservation value of special environmental significance, including the Parcels by limiting nonagricultural uses of that land or protect grazing uses and related conservation values by restoring and conserving eligible land, including grasslands of special environmental significance; g. Provide for the administration, management, and enforcement of the agricultural land easement by the ENTITY or its successors and assigns; h. Permit effective enforcement of the conservation purposes of such easements; and i. Subject the Parcel to an agricultural land easement plan that includes a component grassland management plan and meets the requirements of this Sectionsection. 3. The ENTITY has the following three options for ensuring that the agricultural land easement deed contains the ALE Minimum Deed Terms required in paragraph VII.A.2 above: a. Attach the ALE Minimum Deed Terms Addendum as an Exhibit to the Agricultural Land Easement Deed. Under this option the ENTITY does not need to have the entire agricultural land easement deed reviewed by NRCS; instead, instead NRCS at the State level will verify prior to the ENTITY requesting an advance of the Federal share or closing on an agricultural land easement that the ENTITY satisfies all of the following requirements: (i) The ALE Minimum Deed Terms addendum is signed by the landowner and the ENTITY and will be attached to the agricultural land easement deed at the time of closing and recordation; (ii) The terms of the ALE Minimum Deed Terms addendum are not modified; and (iii) The paragraph below is inserted at the bottom of the agricultural land easement deed: This Agricultural Land Easement is acquired with funds provided, in part, by the Agricultural Conservation Easement Program, (ACEP). The EXHIBIT is attached hereto and incorporated herein by reference and will run with the land in perpetuity [or for the maximum duration allowed under applicable State laws]. As required by 1616 U.S.C. Section 3865 et seq. and 7 CFR Part 1468, and as a condition of receiving ACEP funds, all present and future use of the Protected Property identified in EXHIBIT is and will remain subject to the terms and conditions described forthwith in this Addendum entitled Minimum Terms For The Protection Of Agricultural Use in EXHIBIT that is appended to and made a part of this easement deed.

ENTITY Responsibilities. 1. The ENTITY must will purchase agricultural land easements on eligible land from eligible landowners for the Parcels identified as selected for funding on the attachments attachment A to this Cooperative Grant Agreement consistent with the requirements identified in this Agreementherein. ACEP agricultural land easements on grasslands The landowner is identified as the Grantor under the terms of special environmental significance are conservation easements conveyed for the purpose of protecting natural resources including grazing uses and related conservation values by restoring and conserving grassland and related uses subject to an agricultural land easement plan including deed. The ENTITY must notify NRCS as soon as possible if there is a component grassland management plan, change in landownership after the Parcel is identified as specified in in this part. 2selected for funding on attachment A and prior to closing on the easement. The ENTITY must ensure that the agricultural land easements acquired with funds made available under this Cooperative Grant Agreement and that the agricultural land easement deeds satisfy the following requirements: a. Contain the “Minimum Terms for the Protection of Agricultural Use”, including the grassland specific options, attached to this Cooperative Agreement as exhibit 7 (ALE Minimum Deed Terms). The ENTITY is authorized to use its own terms and conditions in the agricultural land easements so long as the ENTITY’s additional language does not alter or defeat the intent, purpose or effective enforcement by the Parties of the ALE minimum deed terms, the Agricultural Conservation Easement Program, or the agricultural land easements acquired under this Cooperative Agreement. ENTITY shall ensure that all grassland provisions in the ALE Minimum Deed Terms exhibit are used. b. : Address all of the minimum regulatory deed requirements identified at 7 CFR § Section 1468.25(d); c. ; Address the disposition of the agricultural land easement and the Federal share in the event the agricultural land easement is ever extinguished, terminated, or condemned in whole or in part. d. ; Are conveyed for the purpose of protecting natural including resources and the agricultural nature of the land and permitting the landowner the right to continued agricultural production and related uses; Run with the land in perpetuity or, where State law prohibits or does not authorize a permanent easement, for the maximum duration allowed under State law; Protect the agricultural use and future viability, and related conservation value of the Parcels by limiting nonagricultural uses of that land that negatively affect the agricultural uses and conservation values or protect grazing uses and related conservation values by restoring and conserving grassland; e. Run with the land in perpetuity or where State law prohibits a permanent easement, for the maximum duration allowable under State law; f. Protect the grasslands of special environmental significance, including the grazing uses and related conservation values by restoring and conserving eligible land; g. ; Provide for the effective administration, management, and enforcement of the agricultural land easement by the ENTITY or its successors and assigns; h. ; Permit effective enforcement of the conservation purposes of such easements; and i. Subject and A highly erodible land (HEL) conservation plan is required pursuant to the terms of 7 CFR Section 1468.25(d)(9) for any portion of the Parcel that is highly erodible cropland. Include the following United States Right of Enforcement: ENTITY is authorized to use its own terms and conditions for the agricultural land easement deed and is required to ensure and certify to NRCS as a condition of payment that the agricultural land easement meets the minimum conditions in Section VII.A.2 above. NRCS review of the agricultural land easement deed will not occur prior to payment or closing. If NRCS determines that an agricultural land easement deed fails to meet the minimum conditions in Section VII.A.2 above after the ENTITY has acquired the agricultural land easement, then the ENTITY must correct the agricultural land easement deed within 180 days of receiving written notice from NRCS. The ENTITY must perform necessary legal and administrative actions to ensure proper acquisition and recordation of valid agricultural land easements. The ENTITY must pay all costs of agricultural land easement acquisition and must operate and manage each agricultural land easement in accordance with its easement program, this Grant Agreement, 16 U.S.C. Section 3865 et seq., and applicable regulations. NRCS will have no responsibility for the costs or management of the agricultural land easements purchased by the ENTITY. NRCS will not be responsible for any costs, damages, claims, liabilities, and judgments arising from past, present, and future acts or omissions of the ENTITY in connection with its acquisition or management of the agricultural land easements acquired pursuant to this Grant Agreement. This includes but is not limited to acts and omissions of the ENTITY agents, successors, assigns, employees, contractors, or lessees that result in violations of any laws and regulations that are now or that may in the future become applicable. The ENTITY must prepare a baseline documentation report documenting the condition of the Parcel as of the time the agricultural land easement is acquired and include a completed baseline documentation report in the payment request package submitted to NRCS pursuant to section VI above. The baseline documentation report must contain maps, full descriptions, and pictures of: the Parcel location; existing structures and infrastructure, including barns, sheds, corrals, fences, ponds, watering facilities, and waste storage facilities; land use, land cover and its condition, including crops and crop rotations or for grasslands, the condition of the grassland, pasture, range, hay, or forest lands and animal inventories; any problem areas; any special features for which the Parcel is being protected; as applicable, irrigation rights and volume of irrigation water rights to be retained for the easement; and for grasslands, any critical nesting habitat and the associated nesting seasons for grassland-dependent birds whose populations are in significant decline. The ENTITY must ensure completion of a highly erodible land (HEL) conservation plan that meets the requirements of 7 CFR Part 12 for any portion of a Parcel that contains highly erodible cropland. The HEL conservation plan must be developed by NRCS or an NRCS-certified planner and approved by NRCS prior to closing. The HEL conservation plan may comprise the entirety of an agricultural land easement plan. The development of an agricultural land easement plan that includes a component grassland management plan and meets the requirements of this Section. 3. The ENTITY has the following three options for ensuring that the broad, comprehensive agricultural land easement contains the ALE Minimum Deed Terms plan, a grasslands management plan, or a forest land management plan, or any combination thereof, is not required in paragraph VII.A.2 above: a. Attach the ALE Minimum Deed Terms Addendum as an Exhibit unless agreed to the Agricultural Land Easement Deed. Under this option by the ENTITY does not need as a condition of the selection of a parcel for funding. Agricultural land easement plans developed as required or agreed-to have must be signed by the entire ENTITY and the Grantors prior to closing and a copy provided to NRCS with the submission of the SF-270 Supplement. The agricultural land easement deed reviewed by NRCS; instead, NRCS at the State level will verify prior is not required to the ENTITY requesting an advance of the Federal share or closing on be subject to an agricultural land easement plan with the exception that the ENTITY satisfies all of must ensure that the following requirements: (i) The ALE Minimum Deed Terms addendum is signed by the landowner and deed addresses compliance requirements associated with HEL conservation plans pursuant to 7 CFR Part 12. In acquiring agricultural land easements, the ENTITY and must ensure that the title to the lands or interests therein will be attached unencumbered or that outstanding or reserved interests are subordinated to the agricultural land easement deed at easement. The ENTITY must review the time of closing and recordation; (ii) The terms title commitment to ensure there are no encumbrances that would allow nonagricultural uses of the ALE Minimum Deed Terms addendum property that are not modified; and inconsistent with this Grant Agreement, 16 U.S.C. Section 3865 et seq., and applicable regulations. The ENTITY must provide NRCS a copy of the title commitment including a copy of documents to support each title exception, a summary of the ENTITY title review findings, and any other requested documentation related to title in the payment request package submitted to NRCS pursuant to section VI above. The ENTITY must also identify and consider unrecorded interests in the Parcel to ensure there are no unrecorded rights, title, or interests in the property that are inconsistent with this Grant Agreement, 16 U.S.C. Section 3865 et seq., and applicable regulations. Any exceptions to the requirement to remove or subordinate outstanding or reserved interests must be consistent with this Grant Agreement, 16 U.S.C. Section 3865 et seq., and applicable regulations, and the ENTITY’s determination and basis of acceptability documented on a Certificate of Use and Consent (iiiENTITY may use Form “NRCS-LTP-23”) or substantively similar document. The paragraph below is inserted ENTITY must secure proper title evidence and insurance using an American Land Title Association (ALTA) Owner’s Policy with the ENTITY listed as the insured on the policy and the policy issued for at least the bottom full amount of the agricultural land easement deed: This Agricultural purchase price. The ENTITY must obtain a determination of the fair market value of the agricultural land easement for each Parcel at its own cost using one of the methods set forth in 7 CFR Section 1468.24. The determination of value for each Parcel must meet NRCS specifications and the requirements of 7 CFR Part 1468 and will not be reviewed by NRCS prior to payment or closing. Individual appraisals must be conducted by a certified general appraiser and must conform to the NRCS appraisal specifications provided as exhibit 7 and either the Uniform Standards of Professional Appraisals Practices (USPAP) or the Uniform Appraisal Standards for Federal Land Easement is acquired with funds providedAcquisitions (Interagency Land Acquisition Conference, in part, by the Agricultural Conservation Easement Program, 2000) (ACEPUSFLA). The EXHIBIT effective date of the appraised value must be within 6 months prior to or after the date the listed Parcel is attached hereto identified as selected for funding on attachment A to this agreement or within 12 months of the closing date of the agricultural land easement on the Parcel. Use of fair market valuation methodologies other than individual USPAP or UASFLA appraisals must be approved by NRCS in writing prior to entering into this Grant Agreement. The ENTITY must provide the appraiser the NRCS appraisal specifications (exhibit 7) and incorporated herein all of the items required to be provided by reference and will run the ENTITY as identified in the NRCS appraisal specifications. The ENTITY must receive a separate appraisal report for each Parcel identified as selected for funding on attachment A. Under no circumstances may the ENTITY allow the landowner to approve or disapprove of the appraiser selected to prepare the appraisal report. The landowner may not be listed as the client. Within 30 days of recordation or request for reimbursement, whichever is sooner, the ENTITY must provide NRCS with the land in perpetuity [or following documents for the maximum duration allowed under applicable individual Parcel: A copy of the final recorded agricultural land easement deed and all exhibits, include the legal description or survey A copy of the final policy of title insurance A hardcopy and electronic copy of the appraisal report A copy of the title company’s title commitment and underlying documents A completed Certificate of Use and Consent (NRCS-LTP-23) or substantively similar document Any impervious surface waiver requests and supporting documentation A map of any existing and proposed building envelopes A signed baseline documentation report If applicable, a copy of the agricultural land easement plan, including any component plans The ENTITY may not use ACEP funds to acquire an easement on a property in which the ENTITY’s employee or board member, with decision-making involvement in easement acquisition and management matters, has a property interest or whose immediate family member or household member has a property interest. The ENTITY agrees to conduct itself in a manner so as to protect the integrity of agricultural land easements it holds and avoid the appearance of impropriety or actual conflicts of interest in its acquisition and management of agricultural land easements. The ENTITY may not at any time, while the ENTITY holds title to the agricultural land easement, seek to acquire the remaining fee interest in the Parcel. Likewise, if the ENTITY enters into an agreement with another entity to manage or monitor the agricultural land easement, and that entity seeks to acquire the underlying fee, the ENTITY agrees to terminate immediately such agreement and arrange for an uninterested party to manage or monitor the Parcel. The ENTITY must implement easement enforcement procedures when a violation of the agricultural land easement is identified by or reported to the ENTITY. ENTITY enforcement procedures resulting from a violation of an HEL conservation plan may only be initiated after all administrative and appeal rights have been exhausted by the landowner in accordance with 7 CFR Part 12 and 7 CFR Part 614. The ENTITY must submit a completed SF-425, “Federal Financial Report” (exhibit 2) to the NRCS State laws]office at least 5 business days prior to the end of each fiscal quarter (December 31, March 31, June 30, and September 30) for each quarter the ENTITY closes an agricultural land easement on a Parcel. As Reports must be submitted on an accrual accounting basis. Failure to submit complete reports in accordance with the above schedule may result in suspension or termination of the Grant Agreement. A final SF-425 must be submitted no later than 90 days after the end date of the Grant Agreement. At a minimum, the ENTITY must monitor every agricultural land easement on an annual basis to ensure and document compliance with the agricultural land easement deed. Each year the ENTITY must submit to NRCS the annual monitoring report for that year. Nongovernmental organizations must continue to meet the definition of nongovernmental organization in 7 CFR Section 1468.3 for the entire term of this agreement. This paragraph and paragraphs 2, 4, 6, 7, 8, 9, 14, 15, 16, 17, 18, and 19 of this section (VII.A) will survive the closing of the agricultural land easement and the termination or expiration of this Grant Agreement. NRCS Responsibilities: The United States, by and through NRCS, will review applications submitted by the ENTITY, determine land and landowner eligibility, rank eligible applications, obtain and review a hazardous materials record search, conduct onsite visits, and authorize Parcels to be added to attachment A to this Grant Agreement as selected for funding or as substitute Parcels. NRCS will provide technical assistance to develop any required HEL conservation plans, and to the extent its resources allow, be available for consultation and review of any agricultural land easement plans developed by 16the ENTITY and submitted to NRCS at least 90 days before the planned closing date. NRCS will manage the funds obligated to this Grant Agreement and, subject to the availability of funds, disburse the appropriate funds to the ENTITY in accordance with this Grant Agreement.

ENTITY Responsibilities. 1. ENTITY must purchase agricultural land easements on eligible land from eligible landowners for the Parcels identified on the attachments to this Cooperative Agreement consistent with the requirements identified in this Agreement. ACEP agricultural land easements on grasslands of special environmental significance are conservation easements conveyed for the purpose of protecting natural resources including grazing uses and related conservation values by restoring and conserving grassland and related uses subject to an agricultural land easement plan including a component grassland management plan, as specified in in this part. 2. ENTITY must ensure that agricultural land easements acquired with funds made available under this Cooperative Agreement and that the deeds satisfy the following requirements: a. Contain the “Minimum Terms for the Protection of Agricultural Use”, including the grassland specific options, attached to this Cooperative Agreement as exhibit 7 (ALE Minimum Deed Terms). The ENTITY is authorized to use its own terms and conditions in the agricultural land easements so long as the ENTITY’s additional language does not alter or defeat the intent, purpose or effective enforcement by the Parties of the ALE minimum deed terms, the Agricultural Conservation Easement Program, or the agricultural land easements acquired under this Cooperative Agreement. ENTITY shall ensure that all grassland provisions in the ALE Minimum Deed Terms exhibit are used. b. Address all of the minimum deed requirements identified at 7 CFR § 1468.25(d); c. Address the disposition of the agricultural land easement and the Federal share in the event the agricultural land easement is ever extinguished, terminated, or condemned in whole or in part. d. Are conveyed for the purpose of protecting natural including grazing uses and related conservation values by restoring and conserving grassland; e. Run with the land in perpetuity or where State law prohibits a permanent easement, for the maximum duration allowable under State law; f. Protect the grasslands of special environmental significance, including the grazing uses and related conservation values by restoring and conserving eligible land; g. Provide for the administration, management, and enforcement of the agricultural land easement by the ENTITY or its successors and assigns; h. Permit effective enforcement of the conservation purposes of such easements; and i. Subject the Parcel to an agricultural land easement plan that includes a component grassland management plan and meets the requirements of this Section. 3. The ENTITY has the following three options for ensuring that the agricultural land easement contains the ALE Minimum Deed Terms required in paragraph VII.A.2 above: a. Attach the ALE Minimum Deed Terms Addendum as an Exhibit to the Agricultural Land Easement Deed. Under this option the ENTITY does not need to have the entire agricultural land easement deed reviewed by NRCS; instead, NRCS at the State level will verify prior to the ENTITY requesting an advance of the Federal share or closing on an agricultural land easement that the ENTITY satisfies all of the following requirements: (i) The ALE Minimum Deed Terms addendum is signed by the landowner and the ENTITY and will be attached to the agricultural land easement deed at the time of closing and recordation; (ii) The terms of the ALE Minimum Deed Terms addendum are not modified; and (iii) The paragraph below is inserted at the bottom of the agricultural land easement deed: This Agricultural Land Easement is acquired with funds provided, in part, by the Agricultural Conservation Easement Program, (ACEP). The EXHIBIT is attached hereto and incorporated herein by reference and will run with the land in perpetuity [or for the maximum duration allowed under applicable State laws]. As required by 16:

ENTITY Responsibilities. 1. ENTITY must will purchase agricultural land easements on eligible land from eligible landowners for the Parcels identified on the attachments to this Cooperative Grant Agreement consistent with the requirements identified in this Agreementagreement. ACEP agricultural land easements on grasslands of special environmental significance are conservation easements conveyed for the purpose of protecting natural resources including grazing uses and related conservation values by restoring the agricultural nature of the land and conserving grassland permits the landowner the right to continue agricultural production and related uses subject to an agricultural land easement plan including a component grassland management plan, as specified in in this partsection. The landowner is identified as the Grantor under the terms of the agricultural land easement deed. 2. ENTITY must ensure that the agricultural land easements acquired with funds made available under this Cooperative Grant Agreement and that the agricultural land easement deeds satisfy the following requirements: a. Contain the “Minimum Terms for the Protection of Agricultural Use”, including the grassland specific options, attached to this Cooperative Agreement as exhibit 7 (ALE Minimum Deed Terms). The ENTITY is authorized to use its own terms and conditions in the agricultural land easements so long as the ENTITY’s additional language does not alter or defeat the intent, purpose or effective enforcement by the Parties of the ALE minimum deed terms, the Agricultural Conservation Easement Program, or the agricultural land easements acquired under this Cooperative Agreement. ENTITY shall ensure that all grassland provisions in the ALE Minimum Deed Terms exhibit are used. b. Address all of the minimum regulatory deed requirements identified at 7 CFR § Section 1468.25(d); c. b. Address the disposition of the agricultural land easement and the Federal share in the event the agricultural land easement is ever extinguished, terminated, or condemned in whole or in part. d. c. Are conveyed for the purpose of protecting natural including grazing uses resources and related conservation values by restoring and conserving grasslandthe agricultural nature of the land; e. d. Run with the land in perpetuity or or, where State law prohibits a permanent easement, for the maximum duration allowable under State law; f. e. Protect the grasslands agricultural use, future viability, and related conservation value of special environmental significance, including the Parcels by limiting nonagricultural uses of that land or protect grazing uses and related conservation values by restoring and conserving eligible land, including grasslands of special environmental significance; g. f. Provide for the administration, management, and enforcement of the agricultural land easement by the ENTITY or its successors and assigns; h. g. Permit effective enforcement of the conservation purposes of such easements; and; i. h. Subject the Parcel to an agricultural land easement plan that includes a component grassland management plan and meets that meets the requirements of this Section. 3. The ENTITY has the following three options for ensuring that the agricultural land easement contains the ALE Minimum Deed Terms required in paragraph VII.A.2 above: a. Attach the ALE Minimum Deed Terms Addendum as an Exhibit to the Agricultural Land Easement Deed. Under this option the ENTITY does not need to have the entire agricultural land easement deed reviewed by NRCS; instead, NRCS at the State level will verify prior to the ENTITY requesting an advance of the Federal share or closing on an agricultural land easement that the ENTITY satisfies all of the following requirements: (i) The ALE Minimum Deed Terms addendum is signed by the landowner and the ENTITY and will be attached to the agricultural land easement deed at the time of closing and recordation; (ii) The terms of the ALE Minimum Deed Terms addendum are not modified; and (iii) The paragraph below is inserted at i. Include the bottom following United States Right of the agricultural land easement deed: This Agricultural Land Easement is acquired with funds provided, in part, by the Agricultural Conservation Easement Program, (ACEP). The EXHIBIT is attached hereto and incorporated herein by reference and will run with the land in perpetuity [or for the maximum duration allowed under applicable State laws]. As required by 16Enforcement:

ENTITY Responsibilities. 1. ENTITY must will purchase agricultural land easements on eligible land from eligible landowners for the Parcels identified on the attachments to this Cooperative Agreement consistent with the requirements identified in this Agreement. ACEP agricultural land easements on grasslands of special environmental significance are conservation easements conveyed for the purpose of protecting natural resources including grazing uses and related conservation values by restoring the agricultural nature of the land and conserving grassland permit the landowner the right to continue agricultural production and related uses subject to an agricultural land easement plan including a component grassland management plan, as specified in in this part. 2. ENTITY must will ensure that agricultural land easements acquired with funds made available under this Cooperative Agreement and that the deeds satisfy the following requirements: a. Contain the “Minimum Terms for the Protection of Agricultural Use”, including the grassland specific options, ,” attached to this Cooperative Agreement as exhibit 7 (ALE Minimum Deed Terms). The ENTITY is authorized to use its own terms and conditions in the agricultural land easements so long as the ENTITY’s additional language does not alter or defeat the intent, purpose or effective enforcement by the Parties of the ALE minimum deed terms, the Agricultural Conservation Easement Program, or the agricultural land easements acquired under this Cooperative Agreement. ENTITY shall must ensure that all grassland provisions in the ALE Minimum Deed Terms exhibit are used. b. Address all of the minimum deed requirements identified at 7 CFR § Section 1468.25(d);. c. Address the disposition of the agricultural land easement and the Federal share in the event the agricultural land easement is ever extinguished, terminated, or condemned in whole or in part. d. Are conveyed for the purpose of protecting natural including grazing uses resources and related conservation values by restoring and conserving grassland;the agricultural nature of the land. e. Run with the land in perpetuity or where State law prohibits a permanent easement, for the maximum duration allowable under State law;. f. Protect the grasslands of special environmental significance, including the grazing uses and related conservation values by restoring and conserving eligible land;. g. Provide for the administration, management, and enforcement of the agricultural land easement by the ENTITY or its successors and assigns;. h. Permit effective enforcement of the conservation purposes of such easements; and. i. Subject the Parcel to an agricultural land easement plan that includes a component grassland management plan and meets the requirements of this Sectionsection. 3. The ENTITY has the following three options for ensuring that the agricultural land easement contains the ALE Minimum Deed Terms required in paragraph VII.A.2 above: a. Attach the ALE Minimum Deed Terms Addendum as an Exhibit to the Agricultural Land Easement Deed. Under this option the ENTITY does not need to have the entire agricultural land easement deed reviewed by NRCS; instead, instead NRCS at the State level will verify prior to the ENTITY requesting an advance of the Federal share or closing on an agricultural land easement that the ENTITY satisfies all of the following requirements: (i) The ALE Minimum Deed Terms addendum is signed by the landowner and the ENTITY and will be attached to the agricultural land easement deed at the time of closing and recordation;. (ii) The terms of the ALE Minimum Deed Terms addendum are not modified; and. (iii) The paragraph below is inserted at the bottom of the agricultural land easement deed: This Agricultural Land Easement is acquired with funds provided, in part, by the Agricultural Conservation Easement Program, (ACEP). The EXHIBIT is attached hereto and incorporated herein by reference and will run with the land in perpetuity [or for the maximum duration allowed under applicable State laws]. As required by 16:

ENTITY Responsibilities. 1. The ENTITY must will purchase agricultural land easements on eligible land from eligible landowners for the Parcels identified as selected for funding on the attachments attachment A to this Cooperative Agreement consistent with the requirements identified in this Agreementherein. ACEP agricultural land easements on grasslands The landowner is identified as the Grantor under the terms of special environmental significance are conservation easements conveyed for the purpose of protecting natural resources including grazing uses and related conservation values by restoring and conserving grassland and related uses subject to an agricultural land easement plan including deed. The ENTITY must notify NRCS as soon as possible if there is a component grassland management plan, change in landownership after the Parcel is identified as specified in in this part. 2selected for funding on attachment A and prior to closing on the easement. The ENTITY must ensure that the agricultural land easements acquired with funds made available under this Cooperative Agreement and that the agricultural land easement deeds satisfy the following requirements: a. : Contain the “Minimum Deed Terms for the Protection of Agricultural Use”, including the grassland specific options” (ALE Minimum Deed Terms), attached to this Cooperative Agreement as (exhibit 7 (ALE Minimum Deed Terms7). The ENTITY is authorized to use its own terms and conditions in the agricultural land easements easement deeds so long as the ENTITY’s additional language does not alter or defeat the intent, purpose or effective enforcement by the Parties of the ALE minimum deed terms, the Agricultural Conservation Easement Program, or the agricultural land easements acquired under this Cooperative Agreement. ENTITY shall ensure that all grassland provisions in the ALE Minimum Deed Terms exhibit are used. b. included pursuant to paragraph 3, below; Address all of the minimum regulatory deed requirements identified at 7 CFR § Section 1468.25(d); c. ; Address the disposition of the agricultural land easement and the Federal share in the event the agricultural land easement is ever extinguished, terminated, or condemned in whole or in part. d. ; Are conveyed for the purpose of protecting natural including resources and the agricultural nature of the land and permitting the landowner the right to continued agricultural production and related uses; Run with the land in perpetuity or, where State law prohibits or does not authorize a permanent easement, for the maximum duration allowed under State law; Protect the agricultural use and future viability, and related conservation value of the Parcels by limiting nonagricultural uses of that land that negatively affect the agricultural uses and conservation values or protect grazing uses and related conservation values by restoring and conserving grassland; e. Run with the land in perpetuity or where State law prohibits a permanent easement, for the maximum duration allowable under State law; f. Protect the grasslands of special environmental significance, including the grazing uses and related conservation values by restoring and conserving eligible land; g. ; Provide for the effective administration, management, and enforcement of the agricultural land easement by the ENTITY or its successors and assigns; h. ; Permit effective enforcement of the conservation purposes of such easements; and i. Subject and A highly erodible land (HEL) conservation plan is required pursuant to the terms of 7 CFR Section 1468.25(d)(9) for any portion of the Parcel to an agricultural land easement plan that includes a component grassland management plan and meets the requirements of this Section. 3is highly erodible cropland. The ENTITY has the following three options for ensuring that the agricultural land easement deed contains the ALE Minimum Deed Terms Terms, as required in paragraph VII.A.2 above: a. : Attach the ALE Minimum Deed Terms Addendum as an Exhibit exhibit to the Agricultural Land Easement Deed. Under this option option, NRCS, at the ENTITY does not need to have State level, may approve the entire individual agricultural land easement deed reviewed by NRCS; insteadafter verifying, NRCS at the State level will verify prior to the ENTITY requesting an advance of the Federal share or closing on an agricultural land easement easement, that the ENTITY satisfies all of the following requirements: (i) : The ALE Minimum Deed Terms addendum is signed by the landowner and the ENTITY and will be attached to the agricultural land easement deed at the time of closing and recordation; (ii) recordation in accordance with the ‘Instructions for Appending’ provided in the ALE Minimum Deed Terms Addendum; The terms of the ALE Minimum Deed Terms addendum are not modifiedmodified except for appropriate formatting changes, selecting options, removing instructional provisions, and substituting, as needed, the defined terms for the ALE Deed, Baseline Documentation Report, Protected Property, and the Parties; and (iii) and The paragraph below is inserted at the bottom of the agricultural land easement deed: This Incorporate the ALE Minimum Deed Terms into the Body of the Agricultural Land Easement is acquired Deed. Under this option, the ENTITY must ensure the terms as stated in in the ALE Minimum Deed Terms addendum are incorporated into the body of the agricultural land easement deed in accordance with funds provided, ‘Instructions for Incorporation’ provided in part, by the Agricultural Conservation Easement Program, (ACEP)ALE Minimum Deed Terms addendum. The EXHIBIT is attached hereto ALE Minimum Deed Terms may be formatted to select options where instructed, conform terms to deed formatting, complete terms with required information, and incorporated herein delete instructions to drafters. Each individual agricultural land easement deed submitted under this option must be reviewed and approved by reference and will run with NRCS National Headquarters (NHQ) prior to the ENTITY requesting an advance of the Federal share or closing on an agricultural land in perpetuity [or for the maximum duration allowed under applicable State laws]. As required by 16easement.

ENTITY Responsibilities. 1. The ENTITY must will purchase agricultural land easements on eligible land from eligible landowners for the Parcels identified as selected for funding on the attachments attachment A to this Cooperative Grant Agreement consistent with the requirements identified in this Agreementherein. ACEP agricultural land easements on grasslands The landowner is identified as the Grantor under the terms of special environmental significance are conservation easements conveyed for the purpose of protecting natural resources including grazing uses and related conservation values by restoring and conserving grassland and related uses subject to an agricultural land easement plan including deed. The ENTITY must notify NRCS as soon as possible if there is a component grassland management plan, change in landownership after the Parcel is identified as specified in in this partselected for funding on attachment A and prior to closing on the easement. 2. The ENTITY must ensure that the agricultural land easements acquired with funds made available under this Cooperative Grant Agreement and that the agricultural land easement deeds satisfy the following requirements: a. Contain the “Minimum Terms for the Protection of Agricultural Use”, including the grassland specific options, attached to this Cooperative Agreement as exhibit 7 (ALE Minimum Deed Terms). The ENTITY is authorized to use its own terms and conditions in the agricultural land easements so long as the ENTITY’s additional language does not alter or defeat the intent, purpose or effective enforcement by the Parties of the ALE minimum deed terms, the Agricultural Conservation Easement Program, or the agricultural land easements acquired under this Cooperative Agreement. ENTITY shall ensure that all grassland provisions in the ALE Minimum Deed Terms exhibit are used. b. Address all of the minimum regulatory deed requirements identified at 7 CFR § Section 1468.25(d); c. b. Address the disposition of the agricultural land easement and the Federal share in the event the agricultural land easement is ever extinguished, terminated, or condemned in whole or in part.; d. c. Are conveyed for the purpose of protecting natural resources and the agricultural nature of the land and permitting the landowner the right to continued agricultural production and related uses, including grazing uses and related conservation values, by restoring or conserving grassland; d. Run with the land in perpetuity or, where State law prohibits or does not authorize a permanent easement, for the maximum duration allowed under State law; e. Protect the agricultural use and future viability, and related conservation value of the Parcels by limiting nonagricultural uses of that land that negatively affect the agricultural uses and conservation values or protect grazing uses and related conservation values by restoring and or conserving grassland; e. Run with the land in perpetuity or where State law prohibits a permanent easement, for the maximum duration allowable under State laweligible land; f. Protect Protects the grasslands of special environmental significancesignificance as defined in 7 CFR 1468.3, including by identifying in the grazing uses and related conservation values by restoring and conserving eligible landbaseline documentation report the grassland, habitat, species, sensitive natural resources or other GSS attributes identified on the Parcel; g. Provide for the effective administration, management, and enforcement of the agricultural land easement by the ENTITY or its successors and assigns; h. Permit effective enforcement of the conservation purposes of such easements; and i. Subject A highly erodible land (HEL) conservation plan is required pursuant to the terms of 7 CFR Section 1468.25(d)(9) for any portion of the Parcel that is highly erodible cropland. j. Include the following United States Right of Enforcement: 3. ENTITY is authorized to use its own terms and conditions for the agricultural land easement deed and is required to ensure and certify to NRCS as a condition of payment that the agricultural land easement meets the minimum conditions in Section VII.A.2 above. NRCS review of the agricultural land easement deed will not occur prior to payment or closing. 4. If NRCS determines that an agricultural land easement deed fails to meet the minimum conditions in Section VII.A.2 above after the ENTITY has acquired the agricultural land easement, then the ENTITY must correct the agricultural land easement deed within 180 days of receiving written notice from NRCS. 5. The ENTITY must perform necessary legal and administrative actions to ensure proper acquisition and recordation of valid agricultural land easements. 6. The ENTITY must pay all costs of agricultural land easement acquisition and must operate and manage each agricultural land easement in accordance with its easement program, this Grant Agreement, 16 U.S.C. Section 3865 et seq., and applicable regulations. NRCS will have no responsibility for the costs or management of the agricultural land easements purchased by the ENTITY. 7. NRCS will not be responsible for any costs, damages, claims, liabilities, and judgments arising from past, present, and future acts or omissions of the ENTITY in connection with its acquisition or management of the agricultural land easements acquired pursuant to this Grant Agreement. This includes but is not limited to acts and omissions of the ENTITY agents, successors, assigns, employees, contractors, or lessees that result in violations of any laws and regulations that are now or that may in the future become applicable. 8. The ENTITY must prepare a baseline documentation report documenting the condition of the Parcel as of the time the agricultural land easement is acquired and include a completed baseline documentation report in the payment request package submitted to NRCS pursuant to section VI above. The baseline documentation report must contain maps, full descriptions, and pictures of: a. the Parcel location; b. existing structures and infrastructure, including barns, sheds, corrals, fences, ponds, watering facilities, and waste storage facilities; c. land use, land cover and its condition, including crops and crop rotations or for grasslands, the condition of the grassland, pasture, range, hay, or forest lands and animal inventories; d. any problem areas; e. the habitat, species, or sensitive natural resources that were the basis for the designation of the Parcel as grasslands of special environmental significance and any other special features for which the Parcel is being protected; f. the location, size, and extent of the grasslands of special environmental significance; and g. any critical nesting habitat and the associated nesting seasons for grassland-dependent birds whose populations are in significant decline; and h. as applicable, irrigation rights and volume of irrigation water rights to be retained for the easement. 9. The ENTITY must ensure completion of a highly erodible land (HEL) conservation plan that meets the requirements of 7 CFR Part 12 for any portion of a Parcel that contains highly erodible cropland. The HEL conservation plan must be developed by NRCS or an NRCS-certified planner and approved by NRCS prior to closing. The HEL conservation plan may comprise the entirety of an agricultural land easement plan. The development of an agricultural land easement plan that includes a component grassland management plan and meets the requirements of this Section. 3. The ENTITY has the following three options for ensuring that the broad, comprehensive agricultural land easement contains the ALE Minimum Deed Terms plan, a grasslands management plan, or a forest land management plan, or any combination thereof, is not required in paragraph VII.A.2 above: a. Attach the ALE Minimum Deed Terms Addendum as an Exhibit unless agreed to the Agricultural Land Easement Deed. Under this option by the ENTITY does not need as a condition of the selection of a parcel for funding. If the ENTITY has agreed to have develop a grasslands management plan, the entire ENTITY must ensure such grasslands management plan describes the grassland resource, the management system and practices that conserve, protect, or enhance the viability of the grassland, and the habitat, species, or sensitive natural resources that were the basis of the designation of a Parcel as grasslands of special environmental significance, permissible and prohibited activities, and any associated restoration plan. Agricultural land easement plans developed as required or agreed- to must be signed by the ENTITY and the Grantors prior to closing and a copy provided to NRCS with the submission of the SF-270 Supplement. The agricultural land easement deed reviewed by NRCS; instead, NRCS at the State level will verify prior is not required to the ENTITY requesting an advance of the Federal share or closing on be subject to an agricultural land easement plan with the exception that the ENTITY satisfies all of must ensure that the following requirements:ALE deed addresses compliance requirements associated with HEL conservation plans pursuant to 7 CFR Part 12. (i) The ALE Minimum Deed Terms addendum is signed by the landowner and 10. In acquiring agricultural land easements, the ENTITY and must ensure that the title to the lands or interests therein will be attached unencumbered or that outstanding or reserved interests are subordinated to the agricultural land easement deed at easement. The ENTITY must review the time of closing and recordation; (ii) The terms title commitment to ensure there are no encumbrances that would allow nonagricultural uses of the ALE Minimum Deed Terms addendum property that are not modified; andinconsistent with this Grant Agreement, 16 U.S.C. Section 3865 et seq., and applicable regulations. The ENTITY must provide NRCS a copy of the title commitment including a copy of documents to support each title exception, a summary of the ENTITY title review findings, and any other requested documentation related to title in the payment request package submitted to NRCS pursuant to section VI above. The ENTITY must also identify and consider unrecorded interests in the Parcel to ensure there are no unrecorded rights, title, or interests in the property that are inconsistent with this Grant Agreement, 16 U.S.C. Section 3865 et seq., and applicable regulations. Any exceptions to the requirement to remove or subordinate outstanding or reserved interests must be consistent with this Grant Agreement, 16 U.S.C. Section 3865 et seq., and applicable regulations, and the ENTITY’s determination and basis of acceptability documented on a Certificate of Use and Consent (ENTITY may use Form “NRCS-LTP-23”) or substantively similar document. 11. The ENTITY must secure proper title evidence and insurance using an American Land Title Association (iiiALTA) The paragraph below is inserted Owner’s Policy with the ENTITY listed as the insured on the policy and the policy issued for at least the bottom full amount of the agricultural land easement deed: This Agricultural purchase price. 12. The ENTITY must obtain a determination of the fair market value of the agricultural land easement for each Parcel at its own cost using one of the methods set forth in 7 CFR Section 1468.24. The determination of value for each Parcel must meet NRCS specifications and the requirements of 7 CFR Part 1468 and will not be reviewed by NRCS prior to payment or closing. Individual appraisals must be conducted by a certified general appraiser and must conform to the NRCS appraisal specifications provided as exhibit 7 and either the Uniform Standards of Professional Appraisals Practices (USPAP) or the Uniform Appraisal Standards for Federal Land Easement is acquired with funds providedAcquisitions (Interagency Land Acquisition Conference, in part, by the Agricultural Conservation Easement Program, 2000) (ACEPUSFLA). The EXHIBIT effective date of the appraised value must be within 6 months prior to or after the date the listed Parcel is attached hereto identified as selected for funding on attachment A to this agreement or within 12 months of the closing date of the agricultural land easement on the Parcel. Use of fair market valuation methodologies other than individual USPAP or UASFLA appraisals must be approved by NRCS in writing prior to entering into this Grant Agreement. 13. The ENTITY must provide the appraiser the NRCS appraisal specifications (exhibit 7) and incorporated herein all of the items required to be provided by reference and will run the ENTITY as identified in the NRCS appraisal specifications. The ENTITY must receive a separate appraisal report for each Parcel identified as selected for funding on attachment A. Under no circumstances may the ENTITY allow the landowner to approve or disapprove of the appraiser selected to prepare the appraisal report. The landowner may not be listed as the client. 14. Within 30 days of recordation or request for reimbursement, whichever is sooner, the ENTITY must provide NRCS with the land in perpetuity [or following documents for the maximum duration allowed under applicable individual Parcel: • A copy of the final recorded agricultural land easement deed and all exhibits, include the legal description or survey • A copy of the final policy of title insurance • A hardcopy and electronic copy of the appraisal report • A copy of the title company’s title commitment and underlying documents • A completed Certificate of Use and Consent (NRCS-LTP-23) or substantively similar document • Any impervious surface waiver requests and supporting documentation • A map of any existing and proposed building envelopes • A signed baseline documentation report • If applicable, a copy of the agricultural land easement plan, including any component plans 15. The ENTITY may not use ACEP funds to acquire an easement on a property in which the ENTITY’s employee or board member, with decision-making involvement in easement acquisition and management matters, has a property interest or whose immediate family member or household member has a property interest. The ENTITY agrees to conduct itself in a manner so as to protect the integrity of agricultural land easements it holds and avoid the appearance of impropriety or actual conflicts of interest in its acquisition and management of agricultural land easements. 16. The ENTITY may not at any time, while the ENTITY holds title to the agricultural land easement, seek to acquire the remaining fee interest in the Parcel. Likewise, if the ENTITY enters into an agreement with another entity to manage or monitor the agricultural land easement, and that entity seeks to acquire the underlying fee, the ENTITY agrees to terminate immediately such agreement and arrange for an uninterested party to manage or monitor the Parcel. 17. The ENTITY must implement easement enforcement procedures when a violation of the agricultural land easement is identified by or reported to the ENTITY. ENTITY enforcement procedures resulting from a violation of an HEL conservation plan may only be initiated after all administrative and appeal rights have been exhausted by the landowner in accordance with 7 CFR Part 12 and 7 CFR Part 614. 18. The ENTITY must submit a completed SF-425, “Federal Financial Report” (exhibit 2) to the NRCS State laws]office at least 5 business days prior to the end of each fiscal quarter (December 31, March 31, June 30, and September 30) for each quarter the ENTITY closes an agricultural land easement on a Parcel. As required by Reports must be submitted on an accrual accounting basis. Failure to submit complete reports in accordance with the above schedule may result in suspension or termination of the Grant Agreement. A final SF-425 must be submitted no later than 90 days after the end date of the Grant Agreement. 19. At a minimum, the ENTITY must monitor every agricultural land easement on an annual basis to ensure and document compliance with the agricultural land easement deed. Each year the ENTITY must submit to NRCS the annual monitoring report for that year. 20. Nongovernmental organizations must continue to meet the definition of nongovernmental organization in 7 CFR Section 1468.3 for the entire term of this agreement. 21. This paragraph and paragraphs 2, 4, 6, 7, 8, 9, 14, 15, 16, 17, 18, and 19 of this section (VII.A) will survive the closing of the agricultural land easement and the termination or expiration of this Grant Agreement.

ENTITY Responsibilities. 1. ENTITY must will purchase agricultural land easements on eligible land from eligible landowners for the Parcels identified on the attachments Attachment A to this Cooperative Grant Agreement consistent with the requirements identified in this Grant Agreement. ACEP agricultural land easements on grasslands The landowner is identified as the Grantor under the terms of special environmental significance are conservation easements conveyed for the purpose of protecting natural resources including grazing uses and related conservation values by restoring and conserving grassland and related uses subject to an agricultural land easement plan including a component grassland management plan, as specified in in this partdeed. 2. ENTITY must ensure that the agricultural land easements acquired with funds made available under this Cooperative Grant Agreement and that the agricultural land easement deeds satisfy the following requirements: a. Contain the “Minimum Terms for the Protection of Agricultural Use”, including the grassland specific options, attached to this Cooperative Agreement as exhibit 7 (ALE Minimum Deed Terms). The ENTITY is authorized to use its own terms and conditions in the agricultural land easements so long as the ENTITY’s additional language does not alter or defeat the intent, purpose or effective enforcement by the Parties of the ALE minimum deed terms, the Agricultural Conservation Easement Program, or the agricultural land easements acquired under this Cooperative Agreement. ENTITY shall ensure that all grassland provisions in the ALE Minimum Deed Terms exhibit are used. b. Address all of the minimum regulatory deed requirements identified at 7 CFR § Section 1468.25(d), except as further clarified in item (h); c. b. Address the disposition of the agricultural land easement and the Federal share in the event the agricultural land easement is ever extinguished, terminated, or condemned in whole or in part. d. c. Are conveyed for the purpose of protecting natural including grazing uses resources and the agricultural nature of the land and permitting the landowner the right to continued agricultural production and related conservation values by restoring and conserving grasslanduses; e. d. Run with the land in perpetuity or or, where State law prohibits a permanent easement, for the maximum duration allowable under State law; f. e. Protect the grasslands agricultural use, future viability, and related conservation value of special environmental significance, including the Parcels by limiting nonagricultural uses of that land that negatively affect the agricultural uses and conservation values or protect grazing uses and related conservation values by restoring and or conserving eligible land, including grasslands of special environmental significance; g. f. Provide for the administration, management, and enforcement of the agricultural land easement by the ENTITY or its successors and assigns; h. g. Permit effective enforcement of the conservation purposes of such easements; h. A conservation plan is required pursuant to the terms of 7 CFR Section 1468.25(d)(2) for any portion of the Parcel that is Highly Erodible Cropland (HEL); and i. Subject Include the following United States Right of Enforcement: 3. ENTITY is authorized to use its own terms and conditions for the agricultural land easement deed and is required to ensure and certify to NRCS as a condition of payment that the agricultural land easement meets the minimum conditions in Section VII.A.2 above. NRCS review of the agricultural land easement deed will not occur prior to payment or closing. 4. If NRCS determines that an agricultural land easement deed fails to meet the minimum conditions in Section VII.A.2 above after the ENTITY has acquired the agricultural land easement, then the ENTITY must correct the agricultural land easement deed within 180 days of receiving written notice from NRCS. 5. The ENTITY must perform necessary legal and administrative actions to ensure proper acquisition and recordation of valid agricultural land easements. 6. The ENTITY must pay all costs of agricultural land easement acquisition and must operate and manage each agricultural land easement in accordance with its easement program, this Grant Agreement, 16 U.S.C. Section 3865 et seq., and applicable regulations. NRCS will have no responsibility for the costs or management of the agricultural land easements purchased by the ENTITY. 7. NRCS will not be responsible for any costs, damages, claims, liabilities, and judgments arising from past, present, and future acts or omissions of the ENTITY in connection with its acquisition or management of the agricultural land easements acquired pursuant to this Grant Agreement. This includes but is not limited to acts and omissions of the ENTITY agents, successors, assigns, employees, contractors, or lessees that result in violations of any laws and regulations that are now or that may in the future become applicable. 8. The ENTITY must prepare a baseline documentation report documenting the condition of the Parcel as of the time the agricultural land easement is acquired and include a completed baseline report in the payment request package submitted to NRCS pursuant to Section VI. The baseline documentation report must contain maps, full descriptions, and pictures of the Parcel location, existing structures and infrastructure, land use, land cover and its condition, and any special features for which the Parcel is being protected. 9. ENTITY must ensure completion of a conservation plan that meets the requirements of 7 CFR Part 12 for any portion of a Parcel that contains highly erodible cropland (HEL). The HEL conservation plan must be developed by NRCS or an NRCS-certified planner and approved prior to closing. The conservation plan may comprise the entirety of an agricultural land easement plan. The development of a broad comprehensive agricultural land easement plan or associated component plans is not required unless agreed to by ENTITY as a condition of funding. The agricultural land easement is not required to be subject to an agricultural land easement plan that includes a component grassland management plan and meets with the requirements of this Section. 3. The ENTITY has the following three options for ensuring that the agricultural land easement contains the ALE Minimum Deed Terms required in paragraph VII.A.2 above: a. Attach the ALE Minimum Deed Terms Addendum as an Exhibit to the Agricultural Land Easement Deed. Under this option the ENTITY does not need to have the entire agricultural land easement deed reviewed by NRCS; instead, NRCS at the State level will verify prior to the ENTITY requesting an advance of the Federal share or closing on an agricultural land easement exception that the ENTITY satisfies all of must ensure the following requirements:ALE deed addresses compliance requirements associated with HEL conservation plans pursuant to 7 CFR 12. (i) The ALE Minimum Deed Terms addendum is signed by the landowner and 10. In acquiring agricultural land easements, the ENTITY and must ensure that the title to the lands or interests therein will be attached unencumbered or that outstanding or reserved interests are subordinated to the agricultural land easement deed at easement. The ENTITY must review the time of closing and recordation; (ii) The terms title commitment to ensure there are no encumbrances that would allow nonagricultural uses of the ALE Minimum Deed Terms addendum property that are not modified; andinconsistent with this Grant Agreement, 16 U.S.C. Section 3865 et seq., and applicable regulations. Any exceptions to the requirement to remove or subordinate outstanding or reserved interests must be consistent with this Grant Agreement, 16 U.S.C. Section 3865 et seq., and applicable regulations, and the ENTITY’s determination and basis of acceptability documented on an LTP-23 Certificate of Use and Consent or substantively similar document. 11. The ENTITY must secure proper title evidence and insurance using an American Land Title Association (iiiALTA) The paragraph below is inserted Owner’s Policy with the ENTITY listed as the insured on the policy and the policy issued for at least the bottom full amount of the agricultural land easement deed: This Agricultural purchase price. 12. The ENTITY must obtain a determination of the fair market value of the agricultural land easement for each Parcel at its own cost using one of the methods set forth in 7 CFR Section 1468.24. The determination of value for each Parcel must meet NRCS specifications and the requirements of 7 CFR Part 1468 and will not be reviewed by NRCS prior to payment or closing. Individual appraisals must be conducted by a certified general appraiser and must conform to either the Uniform Standards of Professional Appraisals Practices or the Uniform Appraisal Standards for Federal Land Easement is acquired with funds providedAcquisitions (Interagency Land Acquisition Conference, in part, by the Agricultural Conservation Easement Program, (ACEP2000). The EXHIBIT effective date of the appraised value must be within 6 months prior to or after the date the Parcel is attached hereto and incorporated herein added to this agreement as a funded Parcel or within 12 months of the closing date of the agricultural land easement on the Parcel. Use of fair market valuation methodologies other than individual USPAP or UASFLA appraisals must be approved by reference and will run NRCS in writing prior to entering into this Grant Agreement. 13. Within 30 days of recordation or request for reimbursement, whichever is sooner, the ENTITY must provide NRCS with the land in perpetuity [or following documents for the maximum duration allowed under applicable State laws]individual Parcel:  A copy of the final recorded agricultural land easement deed  A copy of the final policy of title insurance  A hardcopy and electronic copy of the appraisal report  A copy of the title company’s title commitment and underlying documents  A completed LTP-23 Certificate of Use and Consent or similar document  Any impervious surface waiver requests and supporting documentation  A map of any existing and proposed building envelopes  A copy of the any agricultural land easement plans, including any component plans  A signed baseline documentation report 14. As required The ENTITY may not use ACEP funds to acquire an easement on a property in which the ENTITY’s employee or board member, with decision-making involvement in easement acquisition and management matters, has a property interest or whose immediate family member or household member has a property interest. The ENTITY agrees to conduct itself in a manner so as to protect the integrity of agricultural land easements it holds and avoid the appearance of impropriety or actual conflicts of interest in its acquisition and management of agricultural land easements. 15. The ENTITY may not at any time, when the ENTITY is named as a Grantee on the agricultural land easement, seek to acquire the remaining fee interest in the Parcel. Likewise, if the ENTITY enters into an agreement with another entity to manage or monitor the agricultural land easement, and that entity seeks to acquire the underlying fee, the ENTITY agrees to terminate immediately such agreement and arrange for an uninterested party to manage or monitor the Parcel. 16. The ENTITY must implement easement enforcement procedures when a violation of the agricultural land easement is identified by 16or reported to the ENTITY. ENTITY enforcement procedures resulting from a violation of a conservation plan may only be initiated after all administrative and appeal rights have been exhausted by the landowner in accordance with 7 CFR Part 12 and 7 CFR Part 614. 17. The ENTITY must submit a completed Federal Financial Report Standard Form 425 (FFRs) (Exhibit

ENTITY Responsibilities. 1. ENTITY must will purchase agricultural land easements on eligible land from eligible landowners for the Parcels identified on the attachments to this Cooperative Grant Agreement consistent with the requirements identified in this Agreementherein. ACEP agricultural land easements on grasslands of special environmental significance are conservation easements conveyed for the purpose of protecting natural resources including grazing uses and related conservation values by restoring and conserving grassland and related uses subject to an agricultural land easement plan including a component grassland management plan, as specified in in this partsection. The landowner is identified as the Grantor under the terms of the agricultural land easement deed. 2. ENTITY must ensure that the agricultural land easements acquired with funds made available under this Cooperative Grant Agreement and that the agricultural land easement deeds satisfy the following requirements: a. Contain the “Minimum Terms for the Protection of Agricultural Use”, including the grassland specific options, attached to this Cooperative Agreement as exhibit 7 (ALE Minimum Deed Terms). The ENTITY is authorized to use its own terms and conditions in the agricultural land easements so long as the ENTITY’s additional language does not alter or defeat the intent, purpose or effective enforcement by the Parties of the ALE minimum deed terms, the Agricultural Conservation Easement Program, or the agricultural land easements acquired under this Cooperative Agreement. ENTITY shall ensure that all grassland provisions in the ALE Minimum Deed Terms exhibit are used. b. Address all of the minimum regulatory deed requirements identified at 7 CFR § Section 1468.25(d); c. b. Address the disposition of the agricultural land easement and the Federal share in the event the agricultural land easement is ever extinguished, terminated, or condemned in whole or in part. d. c. Are conveyed for the purpose of protecting natural including grazing uses resources and related conservation values by restoring and conserving grassland;the agricultural nature of the land e. d. Run with the land in perpetuity or or, where State law prohibits a permanent easement, for the maximum duration allowable under State law; f. e. Protect the grasslands of special environmental significance, including the grazing uses and related conservation values by restoring and conserving eligible land; g. f. Provide for the administration, management, and enforcement of the agricultural land easement by the ENTITY or its successors and assigns; h. g. Permit effective enforcement of the conservation purposes of such easements; and i. h. Subject the Parcel to an agricultural land easement plan that includes a component grassland management plan and meets that meets the requirements of this Section.section 3. The ENTITY has i. Include the following three options for ensuring that the agricultural land easement contains the ALE Minimum Deed Terms required in paragraph VII.A.2 aboveUnited States Right of Enforcement: a. Attach the ALE Minimum Deed Terms Addendum as an Exhibit to the Agricultural Land Easement Deed. Under this option the ENTITY does not need to have the entire agricultural land easement deed reviewed by NRCS; instead, NRCS at the State level will verify prior to the ENTITY requesting an advance of the Federal share or closing on an agricultural land easement that the ENTITY satisfies all of the following requirements: (i) The ALE Minimum Deed Terms addendum is signed by the landowner and the ENTITY and will be attached to the agricultural land easement deed at the time of closing and recordation; (ii) The terms of the ALE Minimum Deed Terms addendum are not modified; and (iii) The paragraph below is inserted at the bottom of the agricultural land easement deed: This Agricultural Land Easement is acquired with funds provided, in part, by the Agricultural Conservation Easement Program, (ACEP). The EXHIBIT is attached hereto and incorporated herein by reference and will run with the land in perpetuity [or for the maximum duration allowed under applicable State laws]. As required by 16

ENTITY Responsibilities. 1. ENTITY must will purchase agricultural land easements on eligible land from eligible landowners for the Parcels identified on the attachments Attachment A to this Cooperative Grant Agreement consistent with the requirements identified in this Grant Agreement. ACEP agricultural land easements on grasslands The landowner is identified as the Grantor under the terms of special environmental significance are conservation easements conveyed for the purpose of protecting natural resources including grazing uses and related conservation values by restoring and conserving grassland and related uses subject to an agricultural land easement plan including a component grassland management plan, as specified in in this partdeed. 2. ENTITY must ensure that the agricultural land easements acquired with funds made available under this Cooperative Grant Agreement and that the agricultural land easement deeds satisfy the following requirements: a. Contain the “Minimum Terms for the Protection of Agricultural Use”, including the grassland specific options, attached to this Cooperative Agreement as exhibit 7 (ALE Minimum Deed Terms). The ENTITY is authorized to use its own terms and conditions in the agricultural land easements so long as the ENTITY’s additional language does not alter or defeat the intent, purpose or effective enforcement by the Parties of the ALE minimum deed terms, the Agricultural Conservation Easement Program, or the agricultural land easements acquired under this Cooperative Agreement. ENTITY shall ensure that all grassland provisions in the ALE Minimum Deed Terms exhibit are used. b. Address all of the minimum regulatory deed requirements identified at 7 CFR § Section 1468.25(d), except as further clarified in item (h); c. b. Address the disposition of the agricultural land easement and the Federal share in the event the agricultural land easement is ever extinguished, terminated, or condemned in whole or in part. d. c. Are conveyed for the purpose of protecting natural including grazing uses resources and the agricultural nature of the land and permitting the landowner the right to continued agricultural production and related conservation values by restoring and conserving grasslanduses; e. d. Run with the land in perpetuity or or, where State law prohibits a permanent easement, for the maximum duration allowable under State law; f. e. Protect the grasslands agricultural use, future viability, and related conservation value of special environmental significance, including the Parcels by limiting nonagricultural uses of that land that negatively affect the agricultural uses and conservation values or protect grazing uses and related conservation values by restoring and or conserving eligible land, including grasslands of special environmental significance; g. f. Provide for the administration, management, and enforcement of the agricultural land easement by the ENTITY or its successors and assigns; h. g. Permit effective enforcement of the conservation purposes of such easements; h. A conservation plan is required pursuant to the terms of 7 CFR Section 1468.25(d)(2) for any portion of the Parcel that is Highly Erodible Cropland (HEL); and i. Subject Include the following United States Right of Enforcement: 3. ENTITY is authorized to use its own terms and conditions for the agricultural land easement deed and is required to ensure and certify to NRCS as a condition of payment that the agricultural land easement meets the minimum conditions in Section VII.A.2 above. NRCS review of the agricultural land easement deed will not occur prior to payment or closing. 4. If NRCS determines that an agricultural land easement deed fails to meet the minimum conditions in Section VII.A.2 above after the ENTITY has acquired the agricultural land easement, then the ENTITY must correct the agricultural land easement deed within 180 days of receiving written notice from NRCS. 5. The ENTITY must perform necessary legal and administrative actions to ensure proper acquisition and recordation of valid agricultural land easements. 6. The ENTITY must pay all costs of agricultural land easement acquisition and must operate and manage each agricultural land easement in accordance with its easement program, this Grant Agreement, 16 U.S.C. Section 3865 et seq., and applicable regulations. NRCS will have no responsibility for the costs or management of the agricultural land easements purchased by the ENTITY. 7. NRCS will not be responsible for any costs, damages, claims, liabilities, and judgments arising from past, present, and future acts or omissions of the ENTITY in connection with its acquisition or management of the agricultural land easements acquired pursuant to this Grant Agreement. This includes but is not limited to acts and omissions of the ENTITY agents, successors, assigns, employees, contractors, or lessees that result in violations of any laws and regulations that are now or that may in the future become applicable. 8. The ENTITY must prepare a baseline documentation report documenting the condition of the Parcel as of the time the agricultural land easement is acquired and include a completed baseline report in the payment request package submitted to NRCS pursuant to Section VI. The baseline documentation report must contain maps, full descriptions, and pictures of the Parcel location, existing structures and infrastructure, land use, land cover and its condition, and any special features for which the Parcel is being protected. 9. ENTITY must ensure completion of a conservation plan that meets the requirements of 7 CFR Part 12 for any portion of a Parcel that contains highly erodible cropland (HEL). The HEL conservation plan must be developed by NRCS or an NRCS-certified planner and approved prior to closing. The conservation plan may comprise the entirety of an agricultural land easement plan. The development of a broad comprehensive agricultural land easement plan or associated component plans is not required unless agreed to by ENTITY as a condition of funding. The agricultural land easement is not required to be subject to an agricultural land easement plan with the exception that includes a component grassland management plan and meets the ENTITY must ensure the ALE deed addresses compliance requirements of this Sectionassociated with HEL conservation plans pursuant to 7 CFR 12. 310. In acquiring agricultural land easements, the ENTITY must ensure that the title to the lands or interests therein will be unencumbered or that outstanding or reserved interests are subordinated to the agricultural land easement. The ENTITY has must review the following three options title commitment to ensure there are no encumbrances that would allow nonagricultural uses of the property that are inconsistent with this Grant Agreement, 16 U.S.C. Section 3865 et seq., and applicable regulations. Any exceptions to the requirement to remove or subordinate outstanding or reserved interests must be consistent with this Grant Agreement, 16 U.S.C. Section 3865 et seq., and applicable regulations, and the ENTITY’s determination and basis of acceptability documented on an LTP-23 Certificate of Use and Consent or substantively similar document. 11. The ENTITY must secure proper title evidence and insurance using an American Land Title Association (ALTA) Owner’s Policy with the ENTITY listed as the insured on the policy and the policy issued for ensuring that at least the full amount of the agricultural land easement contains purchase price. 12. The ENTITY must obtain a determination of the ALE Minimum Deed Terms required fair market value of the agricultural land easement for each Parcel at its own cost using one of the methods set forth in paragraph VII.A.2 above:7 CFR Section 1468.24. The determination of value for each Parcel must meet NRCS specifications and the requirements of 7 CFR Part 1468 and will not be reviewed by NRCS prior to payment or closing. Individual appraisals must be conducted by a certified general appraiser and must conform to either the Uniform Standards of Professional Appraisals Practices or the Uniform Appraisal Standards for Federal Land Acquisitions (Interagency Land Acquisition Conference, 2000). The effective date of the appraised value must be within 6 months prior to or after the date the Parcel is added to this agreement as a funded Parcel or within 12 months of the closing date of the agricultural land easement on the Parcel. Use of fair market valuation methodologies other than individual USPAP or UASFLA appraisals must be approved by NRCS in writing prior to entering into this Grant Agreement. a. Attach the ALE Minimum Deed Terms Addendum as an Exhibit to the Agricultural Land Easement Deed13. Under this option Within 30 days of recordation or request for reimbursement, whichever is sooner, the ENTITY does not need to have must provide NRCS with the entire following documents for the individual Parcel: A copy of the final recorded agricultural land easement deed reviewed A copy of the final policy of title insurance A hardcopy and electronic copy of the appraisal report A copy of the title company’s title commitment and underlying documents A completed LTP-23 Certificate of Use and Consent or similar document Any impervious surface waiver requests and supporting documentation A map of any existing and proposed building envelopes A copy of the any agricultural land easement plans, including any component plans A signed baseline documentation report 14. The ENTITY may not use ACEP funds to acquire an easement on a property in which the ENTITY’s employee or board member, with decision-making involvement in easement acquisition and management matters, has a property interest or whose immediate family member or household member has a property interest. The ENTITY agrees to conduct itself in a manner so as to protect the integrity of agricultural land easements it holds and avoid the appearance of impropriety or actual conflicts of interest in its acquisition and management of agricultural land easements. 15. The ENTITY may not at any time, when the ENTITY is named as a Grantee on the agricultural land easement, seek to acquire the remaining fee interest in the Parcel. Likewise, if the ENTITY enters into an agreement with another entity to manage or monitor the agricultural land easement, and that entity seeks to acquire the underlying fee, the ENTITY agrees to terminate immediately such agreement and arrange for an uninterested party to manage or monitor the Parcel. 16. The ENTITY must implement easement enforcement procedures when a violation of the agricultural land easement is identified by NRCS; instead, or reported to the ENTITY. ENTITY enforcement procedures resulting from a violation of a conservation plan may only be initiated after all administrative and appeal rights have been exhausted by the landowner in accordance with 7 CFR Part 12 and 7 CFR Part 614. 17. The ENTITY must submit a completed Federal Financial Report Standard Form 425 (FFRs) (Exhibit 2) to the NRCS State office at the State level will verify least 5 business days prior to the end of each fiscal quarter (December 31, March 31, June 30, and September 30) for each quarter the ENTITY requesting an advance of the Federal share or closing on closes an agricultural land easement that on a Parcel. Reports must be submitted on an accrual accounting basis. Failure to submit complete reports in accordance with the above schedule may result in suspension or termination of the Grant Agreement. A final FFR must be submitted no later than 90 days after the end date of the Grant Agreement. 18. At a minimum, the ENTITY satisfies all of the following requirements: (i) The ALE Minimum Deed Terms addendum is signed by the landowner must monitor every agricultural land easement on an annual basis to ensure and the ENTITY and will be attached to document compliance with the agricultural land easement deed at provisions. Each year the time ENTITY must submit the annual monitoring report for that year to the appropriate NRCS State office in the format required by NRCS. 19. Nongovernmental organizations must continue to meet the definition of closing and recordation; (ii) The terms nongovernmental organization in 7 CFR Section 1468.3 for the entire term of the ALE Minimum Deed Terms addendum are not modified; andagreement. (iii) The 20. This paragraph below is inserted at and paragraphs 2, 4, 6, 7, 8, 9, 14, 15, 16, 17, and 18 of this Section VII.A will survive the bottom closing of the agricultural land easement deed: This Agricultural Land Easement is acquired with funds provided, in part, by and the Agricultural Conservation Easement Program, (ACEP). The EXHIBIT is attached hereto and incorporated herein by reference and will run with the land in perpetuity [termination or for the maximum duration allowed under applicable State laws]. As required by 16expiration of this Grant Agreement.

ENTITY Responsibilities. 1. ENTITY must will purchase agricultural land easements on eligible land from eligible landowners for the Parcels identified on the attachments to this Cooperative Agreement consistent with the requirements identified in this Agreement. ACEP agricultural land easements on grasslands of special environmental significance are conservation easements conveyed for the purpose of protecting natural resources including grazing uses and related conservation values by restoring the agricultural nature of the land and conserving grassland permit the landowner the right to continue agricultural production and related uses subject to an agricultural land easement plan including a component grassland management plan, as specified in in this part. 2. ENTITY must will ensure that agricultural land easements acquired with funds made available under this Cooperative Agreement and that the deeds satisfy the following requirements: a. Contain the “Minimum Terms for the Protection of Agricultural Use”, including the grassland specific options, ,” attached to this Cooperative Agreement as exhibit 7 (ALE Minimum Deed Terms). The ENTITY is authorized to use its own terms and conditions in the agricultural land easements so long as the ENTITY’s additional language does not alter or defeat the intent, purpose or effective enforcement by the Parties of the ALE minimum deed terms, the Agricultural Conservation Easement Program, or the agricultural land easements acquired under this Cooperative Agreement. ENTITY shall must ensure that all grassland provisions in the ALE Minimum Deed Terms exhibit are used. b. Address all of the minimum deed requirements identified at 7 CFR § Section 1468.25(d);. c. Address the disposition of the agricultural land easement and the Federal share in the event the agricultural land easement is ever extinguished, terminated, or condemned in whole or in part. d. Are conveyed for the purpose of protecting natural including grazing uses resources and related conservation values by restoring and conserving grassland;the agricultural nature of the land. e. Run with the land in perpetuity or where State law prohibits a permanent easement, for the maximum duration allowable under State law;. f. Protect the grasslands of special environmental significance, including the grazing uses and related conservation values by restoring and conserving eligible land;. g. Provide for the administration, management, and enforcement of the agricultural land easement by the ENTITY or its successors and assigns;. h. Permit effective enforcement of the conservation purposes of such easements; and. i. Subject the Parcel to an agricultural land easement plan that includes a component grassland management plan and meets the requirements of this Sectionsection. 3. The ENTITY has the following three options for ensuring that the agricultural land easement contains the ALE Minimum Deed Terms required in paragraph VII.A.2 above: a. Attach the ALE Minimum Deed Terms Addendum as an Exhibit to the Agricultural Land Easement Deed. Under this option the ENTITY does not need to have the entire agricultural land easement deed reviewed by NRCS; instead, instead NRCS at the State level will verify prior to the ENTITY requesting an advance of the Federal share or closing on an agricultural land easement that the ENTITY satisfies all of the following requirements: (i) The ALE Minimum Deed Terms addendum is signed by the landowner and the ENTITY and will be attached to the agricultural land easement deed at the time of closing and recordation;. (ii) The terms of the ALE Minimum Deed Terms addendum are not modified; and. (iii) The paragraph below is inserted at the bottom of the agricultural land easement deed: This Agricultural Land Easement is acquired with funds provided, in part, by the Agricultural Conservation Easement Program, (ACEP). The EXHIBIT is attached hereto and incorporated herein by reference and will run with the land in perpetuity [or for the maximum duration allowed under applicable State laws]. As required by 16