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res2017-042
WHATCOM COUNTY COUNCIL AGENDA BILL CLEARANCES Initial Date September 13, Originator CE 2017 Division Head: Dept. Head: Prosecutor- I q- )3—r-( Purchasing /Budget: Executive To VITA. t Date Received in Council SEP 19 2017 WHATCOM COUNTY COUNCIL NO. 2017 -278 Agenda Date Assigned to: Nat. Resources Sept 26, 2017 Comm /Council TITLE OF DOCLWE1. - Resolution Authorizing <hatcom County Purchase of Development Rights Administrator to proceed with acquisition of conservation easements on ranked applications 1 through 6 (Exhibit 1); to proceed with appraisal on Sigurdson application; and to authorize County Executive to sign grant agreement with NRCS ACEP -ALE for 2017 match funding awards. ATTACHMENTS: Memo, Resolution, Purchase of Development Rights 2017 Applicant Ranked list (Exhibit 1) NRCS Grant Agreement (Exhibit 2) SEPA review required? ( ) Yes ( x) NO Should Clerk schedule a hearing? ( ) Yes ( x ) NO SEPA review completed? ( ) Yes ( ) NO Requested Date: SUMMARY STATEMENT OR LEGAL NOTICE LANGUAGE: (If this item is an ordinance or requires a public hearing, you must provide the language for use in the required public notice. Be specific and cite RCW or WCC as appropriate. Be clear in explaining the intent of the action.) As required by the WCC 3.25A - Purchase of Agricultural Development Rights Ordinance, applications submitted by landowners interested in participating in the PDR program were reviewed for program eligibility, ranked pursuant to the PDR Guidelines Document, Ranking Criteria, by the PDR Oversight Committee, and matching funds pursued. The ranking by the PDR Oversight Committee is now being submitted to Council. County Council needs to review the ranking as submitted by the Oversight Committee and affirm or modify that ranking list and authorize the PDR Administrator and County Executive to proceed with the acquisition process for ranked applications 1 through 6 on Exhibit 1. PDR program staff also request authorization to receive matching funds from the NRCS via the 2017 ACEP -ALE program, award identifying number 68- 0546 -17 -521 (Exhibit 2). COMMITTEE ACTION.• 9/26/2017: Forwarded to Council for approval COUNCIL ACTION.• 9/26/2017: Approved 7 -Or Resolution 2017 -042 Related County Contract #: Related File Numbers: Ordinance or Resolution Number: Res. 2017 -042 Please Note: Once adopted and signed, ordinances and resolutions are available for viewing and printing on the County's website at. www.co.whatcom.wauslcouncil. PROPOSED BY: _ _ Planning INTRODUCTION DATE: RESOLUTION # 2017 -042 AFFIRMING THE PDR OVERSIGHT COMMITTEE RANKING AND AUTHORIZING WHATCOM COUNTY PURCHASE OF DEVELOPMENT RIGHTS ADMINISTRATOR AND WHATCOM COUNTY EXECUTIVE TO PROCEED WITH THE ACQUISITION PROCESS FOR 2017 APPLICATIONS WHEREAS, Whatcom County government recognizes agriculture as a major contributor to the local economy and a high quality of life for Whatcom County citizens; and WHEREAS, The Growth Management Act and the County Comprehensive Plan support the retention of agricultural lands of long term commercial significance and encourage the use of innovative techniques to do so; and WHEREAS, Ordinance #92 -002 enacted a property tax levy known as the Conservation Futures Tax as authorized by RCW 84.34.230 to provide a funding source to assist in acquiring "open space land, farm and agricultural land, and timber land, and a significant Conservation Futures fund balance is available for additional farm land protection efforts ;" and WHEREAS, Ordinance #2002 -054 adopted Whatcom County Code Title 3.25A that authorized the creation of a Purchase of Development Rights (PDR) program that offers voluntary farm agreements that include the purchase of agricultural conservation easements on farmable land within Whatcom County, and WHEREAS, Ordinance #2002 -054 and WCC 3.25A established a Purchase of Development Rights Oversight Committee to provide review and assistance to the PDR Administrator, and WHEREAS, The Whatcom County Council adopted the PDR Guidelines Document through Resolution #2002 -040 which includes specific direction for program administration and conservation easement acquisitions, and WHEREAS, The Purchase of Development Oversight Committee met on August 25, 2017 to develop a ranking of all applications received to date and forwarded that ranking to Council; and WHEREAS, Council, pursuant to PDR Guidelines Document, must affirm or modify the properties as submitted by the PDR Oversight Committee, and WHEREAS, Council has reviewed the application ranking and background materials at a public meeting, with input by County staff and PDR Oversight Committee members, and WHEREAS, Council has determined the ranking in accordance with their policy priorities and the requirements of Title 3.25A and the PDR Guidelines Document, and IAPlanning Division \Long Range Planning \PDR Prugram\Applicants 2017\ Council _Executive\20170926_County Council Meeting\20170926_PDR Ranking Resolution.docx WHEREAS, Council passed resolution 2015 -032 & 2016 -029 authorizing the PDR Administrator to acquire title and appraisal services for applicants Broad Leaf Farm (previously Williams 1), Carbee, Brar, Greenwood, and Sidhu, and WHEREAS, The Nooksack Tribe acquired title and appraisal services for applicant Jacoby, and WHEREAS, The PDR Administrator has contracted appraisal services for all properties listed above, and NOW, THEREFORE, BE IT RESOLVED by the Whatcom County Council that: 1. The Executive is authorized to sign grant agreement 68- 0546 -17 -521 (Exhibit 2) with the Natural Resource Conservation Service to receive matching funds in the amount of $594,500 to support acquisition of the Carbee, Greenwood, Brar, and Sigurdson/Neptune Beach Investments LLC conservation easements. 2. The PDR Oversight Committee and Administrator proceed with the acquisition of title search and appraisal services of the Sigurdson/Neptune Beach Investments LLC property pursuant to the process outlined in the PDR Guidelines Document. 3. The PDR Oversight Committee and Administrator proceed with the acquisition of six (6) conservation easements in the order of the approved ranking (Exhibit 1) pursuant to the process outlined in the PDR Guidelines Document. 4. The Executive is authorized to enter into Purchase and Sale Agreements (for #s 1 through 6 listed in Exhibit 1), provided: a. Appraisals are completed and conservation easements are drafted which meet the requirements of the Whatcom County Purchase of Development Rights program, and b. Landowners have agreed to the offer price and conservation easement conditions. 5. Expenditure of Conservation Futures Funds are authorized to cover expenses associated with purchase of conservation easements, including title search and insurance, appraisal services and Whatcom Land Trust fees. 1%1111 September day Of September APPROVIp�]ii Y Al "k �Y 0 LJ ` - A" • 1 Dana Aipwn bauii;. auncit {C,l k APPROVED as to f Civil D og or 2017 WHATCOM COUNTY COUNCIL WHATCOM COUNTY, WASHINGTON rY Buchanan, Chairperson 1: \Planning Division \Long Range Planning \PDR ProgramWpplicants 2017\ Council _Executive\20170926_County Council Meeting \20170926_PDR Ranking Resolution.docx $s g °s pgp s JJE 6 s s R�n T s `w g f Y4 y4 `gg�1�E Y4 �4 y4 F r a� Y Y € 2' A cn 3 2 8 Y C �E o » r $s g °s pgp s JJE ; s s T s `w x a� € 2' A cn 3 2 8 Y C �E o » r Y » � e E 9 y5�b s LOLL $s g °s pgp s JJE ; s s T s `w a 3 3 T s `w a 3 — p Eg q p 3 — p Eg q p !k'!)�!! ®° !)7k !§ LU \} j� \� \mzm \/ \) \ m0 =0S •® ,� �� - k( \) bak] %§ \w k2 — -- �E - " - U 0 -- ±§ J J J 0 a ) \ Ct ° § 0 G - - J - ® 0 \/ / N CD 0` !E d3 7 E Lu _ k w J (§ .k - 0} L ! k ° 0mk § § - � � , '2 ) 7 0 ! %� - _ § IJf 2 .- w . § 00 m !rE { \ LU ) ] 2 2 ! a. « \ � 2 CL ) § ( § § § d � f f LL \ CL ) k )7 f § , o - E k _ a 0 /� a. 7 & � 2 } .. . . EXHIBIT 2 Grant Agreement #68- 0546 -17 -521 Natural Resource Conservation Service and Whatcom County U.S. Department of Agriculture Natural Resources Conservation Service NRCS- ADS -093 7/2012 NOTICE OF GRANT AND AGREEMENT AWARD 1. Award Identifying Number 2. Amendment No. 3. Award/Project Period 4. Type of Award Instrument 68- 0546 -17 -521 n/a Date of final NRCS signature - 8/31/2020 Cooperative 5. Agency: Natural Resources Conservation Service (NRCS) 6. Recipient Organization: (Name and Address) (Name and Address) NRCS - Washington State Office 316 W. Boone Ave., Suite 450 Spokane, WA 99201 /. INKUS rrogram Uontact: Kreft, Dave dave.kreft@wa,usda.gov 8. NRCS Administrative Contact: 11. CFDA Number 12. Authority 10.931 ACEP Section 2301 of the Agricultural Act of 2014 (Public Law 113 -79) Whatcom County, 5280 Northwest Drive Bellingham, WA 98226 DUNS: EIN: 060044641 91- 6001383 9. Recipient Program Contact: Chris Elder (360) 778 -5932 13. Type of Action i. New Agreement 10. Recipient Administrative Contact: Chris Elder CElder @co whatcom wa us 14. Project Director 15. Pro ' ectTitle /Description: ACEP -ALE FY16 - NFST#: 640546170INRO Complete agreement includes this NRCS- ADS -093 (NOA) and attachments: A- Statement of Work, Attachment X:SOW & Y:GTC & A: List of Land Easement Parcels. 16. Entity Type: Profit _Nonprofit _Higher Education Federal x_�LState/Local Indian/Native American Other 17. Select Funding Type: 171 Federal � Non - Federal Original Funds Total: $ 594,500.00 $ 594,500.00 Additional Funds Total: $ Supplies Grand Total: $ 594, 500.00 $ 594, 500.00 19. APPROVED BUDGET 18. Accounting and Appropriation Data Financial Code Amount Fiscal Year Treasury S NR S1 ACEA.53 0000 17 XXF 1$ 594,500.00 2017 J12X1 004 Personnel $ Fringe Benefits $ Travel $ Equipment $ Supplies $ Contractual Other $ Construction $ $ 594,500.00 Total Direct Cost\ $ 594,500.00 Total Indirect Cost $ 0.00 Total Non - Federal Funds $ 594,500.00 $ 594,500.00 Total Federal Funds Awarded Total Approved Budget $ 1,189,000.00 This agreement is subject to applicable USDA NRCS statutory provisions and Financial Assistance Regulations. In accepting this award or amendment and any payments made pursuant thereto, the undersigned represents that he or she is duly authorized to act on behalf of the awardee organization, agrees that the award is subject to the applicable provisions of this agreement (and all attachments), and agrees that acceptance of any payments constitutes an agreement by the payee that the amounts, if any found by NRCS to have been overpaid, will be refunded or credited in full to NRCS. Page I U.S. Department of Agriculture Natural Resources Conservation Service NRCS- ADS -093 7/2012 (Continuation) NOTICE OF GRANT AND AGREEMENT AWARD Award Identifying Number Amendment No. Award/Project Period Type of Award Instrument 68- 0546 -17 -521 n/a Date of final NRCS signature - 8/31/2020 Cooperative Name and Title of Authorized Government Representative Signature Roylene Rides At The Door, State Conservationist Name and Title of Authorized Recipient Representative Jack Louws, Whatcom County Executive Signature NONDISCRIMINATION STATEMENT Date Date The U.S. Department of Agriculture (USDA) prohibits discrimination in all its programs and activities on the basis of race, color, national origin, age, disability, and where applicable, sex, marital status, familial status, parental status, religion, sexual orientation, genetic information, political beliefs, reprisal, or because all or a part of an individual's income is derived from any public assistance program. (Not all prohibited bases apply to all programs.) Persons with disabilities who require alternative means for communication of program information (Braille, large print, audiotape, etc.) should contact USDA's TARGET Center at (202) 720 -2600 (voice and TDD). To file a complaint of discrimination write to USDA, Director, Office of Civil Rights, 1400 Independence Avenue, SW., Washington, DC 20250 -9410 or call (800) 795 -3272 (voice) or (202) 720 -6382 (TDD). USDA is an equal opportunity provider and employer. PRIVACY ACT STATEMENT The above statements are made in accordance with the Privacy Act of 1974 (5 U.S.C. Section 522a). Page 2 INSTRUCTIONS FOR NOTICE OF GRANT /AGREEMENT AWARD 1. Award Identifying Number: Agreement number 2. Amendment No.: Amendment number (if applicable) 3. Award/Project Period: Start and end date of project 4. Type of Award Instrument: Cooperative, Grant, or Contribution 5. Agency: Name, Address, City, State, ZIP Code 6. Recipient Organization: Name, Address, City, State, ZIP Code, DUNS (Data Universal Numbering System), and FIN (employee identification number) 7. NRCS Program Contact: Name and contact information of person to be contact on matters involving the programmatic aspects of the agreement 8. NRCS Administrative Contact: Name and contact information of person to be contact on matters involving the administrative aspects of the agreement 9. Recipient Contact: Name and contact information of person to be contact on matters involving the technical aspects of the agreement 10. Recipient Administrative Contact: Name and contact information of person to be contact on matters involving the administrative aspects of the agreement I l . CFDA Number: The Catalog of Federal Domestic Assistance number under which assistance is requested 12. Authority: Authority under which the agreement is entered into 13. Type of Action: Select one type of action: i. New Agreement.— Agreement awarded for the first time ii. Amendment/Revision. —Any change in financial obligation or deliverables iii. Extension.— Extend performance period 14. Project Director: Name and contact information of project director or principal investigator (if applicable) 15. Project Title /Description: Brief description of the purpose of the agreement 16. Entity type: Type of recipient 17. Funding: Federal amount of the award and the non- Federal to be contributed to the project 18. Accounting /Appropriation Date: Provide the following: i. Financial Code.— Accounting classification code ii. Amount. —Self explanatory iii. Fiscal Year. —Self explanatory iv. Treasury symbol. —Self explanatory 19. Approved Budget: Totals for each budget category Page 3 Award Identifying Number: 68- 0546 -17 -521 NEST Agreement Number: 5405461701NR0 STATEMENT OF WORK to COOPERATIVE AGREEMENT between THE COMMODITY CREDIT CORPORATION and the WHATCOM COUNTY for the AGRICULTURAL CONSERVATION EASEMENT PROGRAM AGRICULTURAL LAND EASMENTS This Cooperative Agreement is entered into by and between the United States Department of Agriculture (USDA) Natural Resources Conservation Service (MRCS), on behalf of the Commodity Credit Corporation (CCC), and WHATCOM COUNTY (hereinafter whether singular or plural ENTITY) for the purchase of agricultural land easements (ALE) under the Agricultural Conservation Easement Program (ACEP). The CCC will utilize the expertise and services of NRCS to perform its duties identified in this Cooperative Agreement. The term "Parties" as used herein refers collectively to NRCS and the ENTITY. I. AUTHORITY NRCS enters this Cooperative Agreement under the authorities of the Commodity Credit Corporation Charter Act, 15 U.S.C. Section 714 et seq., the Agricultural Conservation Easement Program, subtitle H of title XII of the Food Security Act of 1985, 16 U.S.C. Section 3865 et seq., and the Federal Grant and Cooperative Agreement Act of 1977, 31 U.S.C. Section 6304 et seq. This Cooperative Agreement will be administered in accordance with the policies and procedures set forth in the ACEP regulation (7 CFR Part 1468) and uniform regulation for grants and agreements in 2 CFR Parts 25, 170, 200 and 400. WHATCOM COUNTY enters this Cooperative Agreement under the authorities of RCW 64.104.130, RCW 84.34.230 and Whatcom County Ordinance No. 2002 -054. II. PURPOSE This Cooperative Agreement stipulates the terms and conditions under which NRCS will provide ACEP cost -share assistance to the ENTITY. The ENTITY has signed the Notice of Grant and Agreement Award acknowledging that the award is subject to the terms and conditions of this Cooperative Agreement and all applicable laws, regulations, and policy. THEREFORE, the Parties agree to enter into this Cooperative Agreement to purchase agricultural land easements from eligible landowners (Grantors) to protect the agricultural use, future viability, and related conservation values of eligible land by limiting nonagricultural uses of that land or to protect grazing uses and related conservation values by restoring and conserving eligible land. The Parties have identified these eligible lands on attachments to this Cooperative Agreement as Parcels, herein referred to collectively as "Parcels" or individually as "Parcel." 111. OBLIGATION OF FUNDS A. Upon execution of this Cooperative Agreement, NRCS will make cost -share assistance available up to the amount specified on the Notice of Grant and Agreement Award for the acquisition by the ENTITY of agricultural land easements on the Parcels listed on attachments to this Cooperative Agreement. To receive this cost- share, the ENTITY must close the agricultural land easements and request payment of the NRCS cost -share in accordance with section VII of this Cooperative Agreement. NRCS Representative Initial Entity Representative Initial Award Identifying Number: 68-0546-17-521 NEST Agreement Number: 5405461701NR0 B. NRCS may make additional cost -share assistance available in future fiscal years through the execution of mutually acceptable amendments to this Cooperative Agreement that identify the additional cost -share assistance amount, the additional funded Parcels, and the terms and conditions of the funding if different from the terms and conditions identified herein, as provided in section IX.D. C. Upon mutual agreement of the Parties and execution of an amendment, as provided in section IX.D, NRCS may allow substitution of Parcels at any time, provided the Parcels are of comparable conservation value as determined by the NRCS. D. This Cooperative Agreement will be for a term of 3 years and not to exceed 5 years. The ENTITY must meet each performance schedule deadline in table 1 unless the ENTITY requests and NRCS grants an extension in writing prior to the original deadline. The performance schedule deadlines for an individual attachment may be extended for one consecutive 12 -month period, as provided in section IX.B. Should the ENTITY not meet the performance schedule deadlines, NRCS may release any remaining funds from this Cooperative Agreement. Table 1 — Performance Schedule FY of Fund Obligation Attachment Closing Payment Attachment (Attachment) Listing Deadline Request Expiration Parcels Deadline Deadline 2017 A March 31, 2019 July 31, 2019 August 31, 2019 2018 B March 31, 2020 July 31, 2020 August 31, 2020 E. Requests for an extension to the attachment expiration deadline must be submitted by the ENTITY to NRCS 30 days in advance of the attachment expiration date. F. Nothing in this document obligates NRCS or the ENTITY to purchase all or any of the agricultural land easement Parcels listed in the attachments. IV. FEDERAL SHARE Based on a determination by NRCS that the ENTITY has satisfied the terms and conditions of this agreement, NRCS will pay the ENTITY a cost -share amount for the purchase of each agricultural land easement acquired by the ENTITY. The Federal share will not exceed 50 percent of the fair market value of the agricultural land easement as determined using one of the methods set forth in 7 CFR § 1468.24. V. COOPERATING ENTITY'S CONTRIBUTION A. The ENTITY will contribute an amount for the easement purchase at least equivalent to the Federal share. The ENTITY may include as part of its contribution a charitable donation or qualified conservation contribution (as defined by section 170(h) of the Internal Revenue Code of 1986) from the eligible landowner if the ENTITY contributes its own cash resources in an amount that is at least 50 percent of the amount contributed by NRCS. If the NRCS State Conservationist has waived a portion of the ENTITY cash contribution requirement for individual projects of special significance, the Parcels receiving the waiver will be identified in the attachment and the ENTITY will provide a copy of the approved waiver at the time payment is requested. The ENTITY's reduced contribution of its own cash resources for projects of special significance will be in an amount at least [SELECT ONE: 25 or 10] percent of the Federal share. B. The ENTITY must self - certify on NRCS Form 230, "Confirmation of Matching Funds" (exhibit 4), that the ENTITY's contribution of its own cash resources has not come from additional donations, payments, loans, or fees made by or charged to the Grantor of the agricultural land easement, NRCS Representative Initial Entity Representative Initial Award Identifying Number: 68- 0546 -17 -521 NEST Agreement Number: 5405461701NR0 immediate family members, or organizations controlled by or funded by the Grantor, either through formal or informal agreements. The ENTITY must provide a completed NRCS Form 230 to NRCS for a Parcel prior to the closing or an advance of funds for that Parcel. VI. PAYMENTS A. The ENTITY must meet the terms and conditions set forth in this agreement and provide NRCS with the items identified in this section and section VII in order to receive the Federal share for a Parcel. B. The ENTITY may request payment of the Federal share as reimbursement after closing or as an advance payment prior to closing of an agricultural land easement on a Parcel. C. To obtain reimbursement or an advance payment of the Federal share, the ENTITY will submit the Form SF -270 (Request for Advance /Reimbursement of Funds (exhibit 5)), the SF -270 supplement for noncertified eligible entities (exhibit 6), and the information and documentation required by the supplement to the NRCS contact named on the Notice of Grant and Agreement Award. The ENTITY may submit the SF -270 payment request package: 1. 60 days prior to the planned closing date when a payment is to be issued at closing (advance payment); 2. After the agricultural land easement has been recorded and the landowners have been paid (reimbursement); or 3. On a quarterly basis for each quarter that agricultural land easements have been recorded and the landowners have been paid (reimbursement). C. ENTITY will maintain current registration in the Dun and Bradstreet Data Universal Numbering System (DUNS) and meet the System for Award Management (SAM) registration requirements or successor registry for the duration of this Cooperative Agreement. D. NRCS will disburse payment following receipt of a fully complete and correct SF -270 payment request package from the ENTITY within 30 days if the Federal share for the individual easement is less than $250,000 and within 60 days if the Federal share for the individual easement is $250,000 or greater. E. If NRCS provides an advance payment the ENTITY will obtain a receipt for the Federal funds from the closing agent and provide it to NRCS prior to closing. The ENTITY will ensure the closing agent does not hold the Federal funds in escrow for more than 30 calendar days. If closing does not occur within 30 calendar days of advance payment, the ENTITY will ensure the Federal funds and any interest earned on those funds while in escrow are returned to NRCS by the 31st calendar day. The ENTITY must ensure that the Federal funds are fully insured while held in escrow. VII. RESPONSIBILITIES A. 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 are conservation easements conveyed for the purpose of protecting natural resources and the agricultural nature of the land and permit the landowner the right to continue agricultural production and related uses subject to an agricultural land easement 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 ", 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 NRCS Representative Initial Entity Representative Initial Award identifying Number: 68- 0546 -17 -521 NEST Agreement Number: 5405461701NR0 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. 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 resources and 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 agricultural use, future viability, and related conservation value, of 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 meets the requirements of this Section. 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 A cUltural 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 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. b. Incornorate the ALE Minimum Deed Terms into the Bodv ol'the Agricultural Land Easement Deed. Under this option, the ENTITY shall ensure the terms as stated in in the ALE Minimum Deed Terms addendum are included in the body of the agricultural land easement deed. The ALE Minimum Deed Terms may be formatted to select options where instructed, conform terms to deed formatting, complete terms with required information, and delete instructions to drafters. Each individual agricultural land easement deed must be reviewed and approved by 4 NRCS Representative Initial Entity Representative Initial Award Identifying Number: 68- 0546 -17 -521 NEST Agreement Number: 5405461701NR0 NRCS National Headquarters prior to the ENTITY requesting an advance of the Federal share or closing on an agricultural land easement. c. Entity Agricultural. band Casement Deed Template Approved by NRCS. Upon mutual agreement of the Parties, the Cooperative Agreement may be amended to replace or supplement the attached exhibit 7 with an agricultural land easement deed template to be used for every Parcel listed on attachments to this Cooperative Agreement. The terms and conditions of the agricultural land easement deed template must contain the ALE minimum deed terms as stated and must be approved by NRCS National Headquarters in advance of the amendment. If the ENTITY uses the approved NRCS NHQ- approved deed template without changing any terms or conditions, then the ENTITY is not required to obtain NRCS NHQ review and approval of the individual, final agricultural land easement deeds. NRCS at the State level will verify prior to the ENTITY requesting an advance of the Federal share or prior to closing on an agricultural land easement that the individual, final agricultural land easement deed is the same as the NHQ - approved template. 4. The ENTITY must provide to NRCS a copy of the agricultural land easement deed and all exhibits at least 90 days before the planned closing date. 5. NRCS may require adjustments to the provisions identified in paragraph VII.A.2 above and require the addition of other provisions if NRCS determines that they are necessary to meet the purposes of ACEP and protect the conservation values of the Protected Property. 6. The ENTITY must perform necessary legal and administrative actions to ensure proper acquisition and recordation of valid agricultural land easements. 7. The ENTITY must pay all costs of agricultural land easement acquisition and will operate and manage each agricultural land easement in accordance with its easement program, this Cooperative 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 unless NRCS exercises the rights of the United States under an agricultural land easement. 8. NRCS is not 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 Cooperative 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. 9. The ENTITY must prepare a baseline documentation report documenting the condition of the Parcel as of the time the easement is acquired and include a completed baseline documentation report in the payment request package submitted to NRCS pursuant to part 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. The ENTITY must provide NRCS a draft baseline documentation report at least 90 days before the planned closing date of the agricultural land easement deed. 10. ENTITY must ensure completion of an agricultural land easement plan for each Parcel that must: a. Meet the requirements for an agricultural land easement plan specified in 7 CFR § 1468.26(a); b. Describe the activities that promote the long -term viability of the land to meet the purposes for which the Parcel was selected; c. Identify required or recommended conservation or management practices or activities that address the purposes and resource concerns for which the Parcel was selected; d. Require the management of any grasslands according to a grassland management plan or forest lands that exceed the greater of 40 acres or 20 percent of the Parcel according to a forest management plan; NRCS Representative Initial Entity Representative Initial Award Identifying Number: 68- 0546 -17 -521 NEST Agreement Number: 540546170INRO e. Require a conservation plan that meets the requirements of 7 CFR Part 12 for any highly erodible cropland; and f. Require, if specified prior to closing, the conversion of highly erodible cropland to less intensive uses. 11. ENTITY will choose one of the options below for completing the agricultural land easement plan by initialing the appropriate box when signing this Cooperative Agreement. (initial only one option): 0 a. ENTITY requests that NRCS personnel complete the agricultural land easement plan and ENTITY will coordinate with NRCS State office and landowner to ensure that the plan is completed and signed by the landowner prior to closing. EDb. ENTITY will complete the agricultural land easement plan without the assistance of NRCS personnel and at its own expense. ENTITY will ensure the plan meets NRCS standards and specification or other applicable industry standards. ENTITY will provide the plan to NRCS at least 90 days prior to the planned closing date and must obtain NRCS approval of the plan prior to closing. ENTITY will ensure NRCS has authorized access to the property and landowner if needed to review and approve plans prepared using this option. ENTITY will ensure the approved plan is signed by the landowner prior to closing. 12. In acquiring agricultural land easements, the ENTITY will 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 and NRCS will review the title commitment to ensure there are no encumbrances that would allow nonagricultural uses of the property that are not acceptable to the ENTITY and NRCS. The ENTITY must provide NRCS a copy of the title commitment or title report, a summary of the ENTITY title review findings, and any other requested documentation related to title at least 90 days before the planned closing date. Any exceptions to the requirement to remove or subordinate outstanding or reserved interests must be consistent with this Cooperative Agreement, 16 U.S.C. Section 3865, and applicable regulations, and approved by NRCS and documented on the certificate of use and consent. 13. The ENTITY must secure proper title evidence and insurance using an owner's American Land Title Association (ALTA) policy with the ENTITY listed as the insured on the policy and the policy issued for the full amount of the agricultural land easement purchase price. 14. 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 § 1468.24. Individual appraisals conducted by a certified general appraiser that conform to the NRCS Appraisal Specifications provided as exhibit 8 and either the Uniform Standards of Professional Appraisals Practices ( USPAP) or the Uniform Appraisal Standards for Federal Land Acquisitions (Interagency Land Acquisition Conference, 2000) (USFLA). 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 Cooperative Agreement. 15. The ENTITY must provide the appraiser the NRCS appraisal specifications (exhibit 8) and all of the items required to be provided by the ENTITY as identified in the NRCS appraisal specifications. The ENTITY must receive a separate appraisal report for each funded Parcel identified on an attachment. 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. 16. The ENTITY must provide NRCS a completed appraisal report at least 90 days before the planned closing of the agricultural land easement so that NRCS may conduct a technical review of the appraisal. The ENTITY may not close the agricultural land easement until the technical reviewer NRCS Representative Initial Entity Representative Initial Award Identifying Number: 68- 0546 -17 -521 NEST Agreement Number: 540546170INRO approves the appraisal report. If the ENTITY closes the agricultural land easement prior to the approval of the appraisal by the technical reviewer NRCS may not provide the Federal share for the agricultural land easement and may terminate this agreement. 17. 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. 18. 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 immediately terminate such agreement and arrange for an uninterested party to manage or monitor the Parcel. 19. The ENTITY must implement easement enforcement procedures when a violation of the agricultural land easement or agricultural land easement plan is identified by or reported to the ENTITY. ENTITY enforcement procedures resulting from a violation of a conservation plan can 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. 20. The ENTITY must submit a completed Federal Financial Report Standard Form 425 (FFRs) (exhibit 2) to the NRCS State 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. 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 Cooperative Agreement. A final FFR must be submitted no later than 90 days after the end date of the Cooperative Agreement. 21. At a minimum, the ENTITY must monitor every agricultural land easement on an annual basis to ensure and document compliance with the easement deed and agricultural land easement plan provisions. Each year the ENTITY will submit the annual monitoring report for that year to the appropriate NRCS State office in the format required by NRCS. 22. Nongovernmental organizations must continue to meet the definition of nongovernmental organization in 7 CFR § 1468.3 for the entire term of this agreement. 23. This paragraph and paragraphs 2, 7, 8, 9, 10, 17, 18, 19, 20, and 21 of this section VII.A will survive the closing of the agricultural land easement and the termination or expiration of this Cooperative Agreement. B. NRCS Responsibilities: 1. 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 substance record search, conduct an onsite visit, and authorize Parcels to be added to the attachments to this Cooperative Agreement as tentatively selected for funding or as substitutes. 2. NRCS will provide technical and other services as requested and to the extent resources allow to assist in developing an agricultural land easement plan that meets ACEP requirements and NRCS standards and specifications or other applicable industry standards. 3. NRCS will manage the funds obligated to this Cooperative Agreement and subject to the availability of funds, disburse the appropriate funds to the ENTITY in accordance with this Cooperative Agreement. 4. After the required materials have been submitted by the ENTITY, prior to closing, NRCS will: 7 NRCS Representative Initial Entity Representative Initial Award Identifying Number: 68- 0546 -17 -521 NEST Agreement Number: 5405461701NR0 a. Review the agricultural land easement deed based on the option selected by the ENTITY for incorporating the ALE minimum deed terms, and provide the ENTITY with any approval instructions or items requiring resolution, b. Review the title documents submitted by the ENTITY, complete a certificate of use and consent, and provide the findings to the ENTITY for information or remedy as necessary, c. Conduct a technical review of the appraisal submitted by the ENTITY and provide the findings to the ENTITY for information or resolution as necessary, d. As requested by the ENTITY, either develop or review the agricultural land easement plan and identify any items for resolution to the ENTITY, e. Review the draft baseline documentation report provided by the ENTITY and notify the ENTITY if additional information is needed; and f. Review and provide notice of determination on any waiver requests submitted by the ENTITY in accordance with ACEP policy. g. After NRCS reviews are completed and the materials are determined acceptable, provide the ENTITY with an "Approval for a Non - Certified Eligible Entity to Proceed with the ALE Acquisition" letter and the NRCS- signed "Confirmation of Matching Funds. 5. If an advance payment is requested, NRCS will also provide a copy the NRCS closing agent requirements to the ENTITY. 6. Prior to NRCS disbursement of funds, the NRCS State Conservationist will verify that the ENTITY has provided all documentation, certifications and information required by sections VI and VII.A. NRCS will conduct an internal review the SF -270 payment request package in accordance with NRCS easement acquisition internal controls policy. The NRCS State office will submit a copy of the payment request package for national review and approval for all agricultural land easement payments that meet the national review threshold. Complete payment request packages for national review must be submitted by NRCS at the State level to NRCS NHQ no less than 30 days before the planned closing date. 7. NRCS will certify payment and disburse funds, for Parcels listed as funded on the attachments to this Cooperative Agreement when the ENTITY has requested payment by the payment request deadline and acquired agricultural land easements on the funded Parcels by the closing deadline, consistent with the requirements of the this agreement. 8. NRCS will review the annual monitoring reports provided by the ENTITY to ensure monitoring is conducted annually and reports are sufficient and submitted to NRCS annually for every NRCS - funded conservation easement held by the ENTITY. VIII. PUBLIC INFORMATION A. The ENTITY agrees to acknowledge NRCS cost -share assistance in any public outreach materials or events related to agricultural land easements acquired pursuant to this Cooperative Agreement and to provide draft copies of such information to the NRCS State office for review and comment before public release. B. The ENTITY agrees to comply with NRCS guidelines and requirements regarding the disclosure of information protected under Federal law, including section 1244 of the Food Security Act of 1985, 16 U.S.C. Section 3844, and section 1619 of the Food, Conservation, and Energy Act of 2008 (Public Law 110 -246), 7 U.S.C. Section 8791. IX. GENERAL PROVISIONS A. This Cooperative Agreement constitutes financial assistance and, therefore, all Federal laws, regulations, and Executive orders applicable to Federal financial assistance, including but not limited to 2 CFR Parts 25, 170, 200, and 400. NRCS Representative Initial Entity Representative Initial Award Identifying Number: 68- 0546 -17 -521 NEST Agreement Number: 540546170INR0 B. It is the intent of NRCS to fulfill its obligations under this Cooperative Agreement. However, NRCS may not make commitments in excess of funds authorized by law or made administratively available. If NRCS cannot fulfill its obligations under this Cooperative Agreement because of the unavailability of funds, this Cooperative Agreement will automatically terminate. C. No assignment, in whole or in part, will be made of any right or obligation under this Cooperative Agreement without the joint approval of both NRCS and the ENTITY. Nothing herein will preclude NRCS or the ENTITY from entering into other mutually acceptable arrangements or agreements, except as identified in section VII.A.18 of this Cooperative Agreement. Such documents will be in writing, will reference this Cooperative Agreement, and will be maintained as part of the official Cooperative Agreement file. D. This Cooperative Agreement may be amended or modified by written amendment signed by the authorized officials of the NRCS and the ENTITY. E. NRCS may terminate this Cooperative Agreement if NRCS determines that the ENTITY has failed to comply with the provisions of this Cooperative Agreement or if it determines that it is in the best interests of the Federal Government to terminate. In the event that this Cooperative Agreement is terminated for any reason, the financial obligations of the Parties will be as set forth in 2 CFR Part 200, "Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards." F. If any recipient of Federal funds under this Cooperative Agreement fails to comply with the terms and conditions of this Cooperative Agreement, NRCS reserves the right to wholly or partially recapture funds provided in accordance with applicable regulations. X. ATTACHMENTS and EXHIBITS Signature Page - NRCS- ADS -093, Notice of Grant and Agreement Award Attachment A — List of Agricultural Land Easement Parcels funded by NRCS Exhibit 1 — NRCS General Terms and Conditions — Grants and Cooperative Agreements Exhibit 2 — Standard Form 425 (SF -425), "Federal Financial Report" Exhibit 3 — Representation Regarding Felony Convictions and Tax Delinquent Status for Corporate Applicants (AD -3031) (applicable to corporate eligible entities only) Exhibit 4 - NRCS Form 230, "Confirmation of Matching Funds" Exhibit 5 - SF -270, "Request for Advance /Reimbursement of Funds" Exhibit 6 - SF -270 Supplement for Noncertified Eligible Entities Exhibit 7 - Minimum Terms for the Protection of Agricultural Use (ALE Minimum Deed Terms addendum) Exhibit 8 - Appraisal Specifications 9 NRCS Representative Initial Entity Representative Initial o cn a� a� N �� 03 � c U 0 El 0 El 11 Y Q% x x x x w� z ¢ 0 >, z� Ojo z �rA a on z z as b w o a o 3z 44-NI Q73 •O Y Z �'� .. •rn w O O M a Y x N CN U N Ln C O n kn r, oo a� �U W ca C W d z U a? °N ++ In y r: cd O O O O w O Ln a d Cd cc I U .3 y a°, wa cd b E O U W Cd p U N Cd UEA Cd jr, o cn 0 z U ¢ cd 0 Cd to co Cd ° op cd U . do Cd Q x z o � o N �� 03 � U El 0 El 11 x x x x w� Q z a z z z z Ln C O n kn r, oo �U W C U N O O O O O m O Ln y Cd M �+ y wa O U 06 UEA z o 0 Cd x � �a awi z a� T 04 z cql 0 M w o' 1 n 1 � Q kn kn� cu N �z z= bD N C � cd bH �rA 3z d W .a d d. w U d a� Cd W b Cd .a cq d 0 a a� E Cd w A 0 a� c d O U E U � d O r H V O y •^ V � yo N �w o d� U u L) b N w y cC cad n d O j y o N 4 N � M GO . y � � o � o +� Y o 7 Q y 3 b a� y � � o � N � o a� d N a> y z w E D I� ❑ ❑ ❑ ❑ © © 0 ❑ i] L7 ❑ ® ❑ ® ❑ ❑ ❑ '1 '1 I I + i U O 1 O � �n + 4 i c i c O � O� + 4 00 rl E c wl O c Ey i i c i 'i i a c O r H V O y •^ V � yo N �w o d� U u L) b N w y cC cad n d O j y o N 4 N � M GO . y � � o � o +� Y o 7 Q y 3 b a� y � � o � N � o a� d N a> y z w REVISED JUNE 2017 Agreement No.: 68- 0546 -17 -521 Exhibit 1 NATURAL RESOURCES CONSERVATION SERVICE U.S. DEPARTMENT OF AGRICULTURE GENERAL TERMS AND CONDITIONS GRANTS AND COOPERATIVE AGREEMENTS I. APPLICABLE REGULATIONS a. The recipient, and recipients of any subawards under this award, agree to comply with the following regulations, as applicable. The full text of Code of Federal Regulations references may be found at https: / /www.gpo.p,oy /fdsys/ browse /collectionCfr.action pcnllecti�;nCode =CFR and htW:#www.ecfr.gov/. ov /. (1) 2 CFR Part 25, "Universal Identifier and System of Award Management" (2) 2 CFR Part 170, "Reporting Subaward and Executive Compensation Information" (3) 2 CFR Part 180, "OMB Guidelines To Agencies On Governmentwide Debarment And Suspension (Nonprocurement)" (4) 2 CFR Part 182, " Governmentwide Requirements for Drug -Free Workplace (Financial Assistance)" (5) 2 CFR Part 200, "Uniform Administrative Requirements, Cost Principles, And Audit Requirements for Federal Awards" b. The recipient, and recipients of any subawards under this award, assure and certify that they have and /or will comply with the following regulations, as applicable. The full text of Code of Federal Regulations references may be found at htt s: / /www. o. oy /fds s /browse /collectionCfr .action ?collcctionC'ode =Cl"R and http:. / /www.t -cfr. eov /. (1) 2 CFR Part 175, "Award Term for Trafficking in Persons" (2) 2 CFR Part 417, "Nonprocurement Debarment and Suspension" (3) 2 CFR Part 418, "New Restrictions on Lobbying" (4) 2 CFR Part 421, "Requirements for Drug -Free Workplace (Financial Assistance)" c. Allowable project costs will be determined in accordance with the authorizing statute, the purpose of the award, and to the extent applicable to the type of organizations receiving the award, regardless of tier. The following portions of the Code of Federal Regulations are hereby incorporated by reference. The full text of Code of Federal Regulations references may be found at hays:// www. gpo. gov /fdsyarhrowse /collecti.onCfr ,action" ?collection( ode =CFR and http://www.CCfr.gov/. (1) 2 CFR Part 200, "Uniform Administrative Requirements, Cost Principles And Audit Requirements For Federal Awards" (2) 48 CFR Part 31, "Contract Cost Principles and Procedures" Rev June 9, 2017 Pagel of 9 Agreement No.: 68- 0546 -17 -521 II. UNALLOWABLE COSTS The following costs are not allowed: a. Costs above the amount authorized for the project b. Costs incurred after the expiration of the award including any no -cost extensions of time c. Costs that lie outside the scope of the approved project and any amendments thereto d. Compensation for injuries to persons or damage to property arising from project activities This list is not exhaustive. For general information about the allowability of particular items of costs, please see 2 CFR Part 200, "Subpart E - Cost Principles ", or direct specific inquiries to the NRCS administrative contact identified in the award. III. CONFIDENTIALITY a. Activities performed under this award may involve access to confidential and potentially sensitive information about governmental and landowner issues. The term "confidential information" means proprietary information or data of a personal nature about an individual, or information or data submitted by or pertaining to an organization. This information must not be disclosed without the prior written consent ofNRCS. b. The recipient's personnel will follow the rules and procedures of disclosure set forth in the Privacy Act of 1974, 5 U.S.C. Section 552a, and implementing regulations and policies with respect to systems of records determined to be subject to the Privacy Act. The recipient's personnel must also comply with privacy of personal information relating to natural resources conservation programs in accordance with section 1244 of Title II of the Farm Security and Rural Investment Act of 2002 (Public Law 107 -171). c. The recipient agrees to comply with NRCS guidelines and requirements regarding the disclosure of information protected under Section 1619 of the Food, Conservation, and Energy Act of 2008 (PL 110 -246), 7 U.S.C. 8791. d. The recipient agrees to comply with the "Prohibition Against Certain Internal Confidentiality Agreements:" 1. You may not require your employees, contractors, or subrecipients seeking to report fraud, waste, or abuse to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting them from lawfully reporting that waste, fraud, or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information. 2. You must notify your employees, contractors, or subrecipients that the prohibitions and restrictions of any internal confidentiality agreements inconsistent with paragraph (1) of this award provision are no longer in effect. 3. The prohibition in paragraph (1) of this award provision does not contravene requirements applicable to any other form issued by a Federal department or agency governing the nondisclosure of classified information. 4. If NRCS determines that you are not in compliance with this award provision, NRCS: a. Will prohibit your use of funds under this award, in accordance with sections 743 and 744 of Division E of the Consolidated Appropriations Act, 2016, (Pub. L. 114 -113) or any successor provision of law; b. May pursue other remedies available for your material failure to comply withaward terms and conditions. Rev June 9, 2017 Page 2 of 9 Agreement No.: 68- 0546 -17 -521 IV. PRIOR APPROVAL REQUIREMENTS The following are the most common situations requiring prior approval. However, the recipient is also bound by any other prior approval requirements of the applicable administrative provisions and Federal cost principles. a. Purpose or Deliverables. —When it is necessary for the recipient to modify the purpose or deliverables, the recipient must submit a written request and justification for the change along with the revised purpose or deliverables of the award to the NRCS administrative contact. The request should contain the following: 1. Grant or agreement number 2. Narrative explaining the requested modification to the project purpose or deliverables 3. A description of the revised purpose ordeliverables 4. Signatures of the authorized representative, project director, orboth b. Subaward /contractual Arrangement. —The recipient must submit a justification for the proposed subaward /contractual arrangements, a statement of work to be performed, and a detailed budget for the subaward /contract to the NRCS administrative contact. Subaward/contractual arrangements disclosed in the application do not require additional postaward approval. c. Absence or Change in Project Leadership. —When a project director or the person responsible for the direction or management of the project— Relinquishes active direction of the project for more than 3 consecutive months or has a 25 percent or more reduction in time devoted to the project, the grantee must notify the NRCS administrative contact in writing, identifying who will be in charge during the project director's absence. The notification must include the qualifications and the signature of the replacement, signifying his or her willingness to serve on the project. 2. Severs his or her affiliation with the grantee, the grantee's options include- i. Replacing the project director. The grantee must request written approval of the replacement from the NRCS administrative contact and must include the qualifications and the signature of the replacement signifying his or her willingness to serve on the project. ii. Subcontracting to the former project director's new organization. The grantee must request approval from the administrative contact to replace the project manager and retain the award, and to subcontract to the former project director's new organization certain portions of the project to be completed by the former project director. iii. Relinquishing the award. The grantee must submit to the NRCS administrative contact a signed letter by the grantee and the project director that indicates that the grantee is relinquishing the award. The letter must include the date the project director is leaving and a summary of progress to date. A final Standard Form (SF) 425 reflecting the total amount of funds spent by the recipient must be attached to the letter. 3. Transfers the award to his or her new organization, the authorized organization's representative at the new organization must submit the following to the NRCS administrative contact as soon as the transfer date is firm and the amount of funds to be transferred is known: Rev June 9, 2017 Page 3 of 9 Agreement No.: 68- 0546 -17 -521 i. The forms and certifications included in the application package ii. A project summary and work statement covering the work to be completed under the project (deliverables and objectives must be the same as those outlined in the approved proposal) iii. An updated qualifications statement for the project director showing his or her new organizational affiliation iv. Any cost - sharing requirements under the original award transfer to the new institution; therefore, cost - sharing information must be included in the proposal from the new organization Note: The transfer of an award from one organization to another can take up to 90 calendar days to accomplish, which may result in a delay in the project director resuming the project at the new organization. d. Budget Revisions.— Budget revisions will be in accordance with 2 CFR Part 200.308. e. No -Cost Extensions of Time. —When a no -cost extension of time is required, therecipient must submit a written request to the NRCS administrative contact no later than 30 calendar days before the expiration date of the award. The request must contain the following: • The length of additional time required to complete the project and a justification for the extension • A summary of progress to date • An estimate of funds expected to remain unobligated on the scheduled expiration date • A projected timetable to complete the portions of the project for which the extension is being requested • Signature of the grantee and the project director • A status of cost sharing to date (if applicable) Note: An extension will not exceed 12 months. Requests for no -cost extensions received after the expiration of the award will not be granted. V. PAYMENTS a. Payment by NRCS to the entity will be made monthly or quarterly (whichever is mutually agreed upon by both parties) on a reimbursable or advanced basis upon completion of work outlined herein. Payment will be executed upon the submission of a properly executed form SF -270 with supporting documentation. The SF -270 must cite the agreement number, remittance address, and billing period. The SF -270 must be sent to the NRCS administrative contact at the email address identified in block 8 of the Notice of Grant/AgreementAward. b. Unless otherwise specified in the award, the recipient must receive payments through electronic funds transfers. c. Recipients requesting advances should request payments in amounts necessary to meet their current needs pursuant to procedures contained in the Federal administrative provisions and 31 CFR Part 205. d. The method of payment between the recipient and its contractors will be in accordance with the policies and procedures established by the recipient except that the contractors may not use the USDA Office of Financial Management/National Finance Center method to request payments. If the grantee makes advance payments to contractors, the grantee must ensure Rev June 9, 2017 Page 4 of 9 Agreement No.: 68- 0546 -17 -521 that the timing of such payments is designed to minimize elapsed time between the advance payment and the disbursement of funds. Payment requests from the grantee's contractors will not be sent to NRCS for review or approval. e. Accounting records for all costs incurred under this award must be supported by source documentation. Such documentation includes, but is not limited to, canceled checks, paid bills, payroll records, and subaward documents. Labor cost charges to this award must be based upon salaries actually earned and the time actually worked on this award. All project costs must be incurred within the approved project period of this award, including any approved no -cost extension of time. Costs that cannot be supported by source documentation or that are incurred outside of the approved project period and budget may be disallowed and may result in award funds being returned to the Federal Government by the recipient. VI. ACCRUALS a. Recipients must submit an accrual estimate to the NRCS Program /Technical no later than 15 calendar days prior to the end of the quarter (submit by March 15, June 15, September 15 and December 15th) b. An accrual represents the value of goods or services provided to NRCS for which you have not requested payment. The quality and completeness of NRCS audited financial statements depends on your continuing cooperation and timely information. c. At a minimum, the signed accrual statement should include, "Under agreement number at the close of the quarter ending , we have provided or anticipate providing goods or services that we have not requested payment for in the amount of $ " Include the name and title of the person preparing the accrual estimate. VII. FINANCIAL REPORTING a. Recipients must submit a Federal Financial Report (FFR), SF 425 and 425A, in accordance with the following schedule: Quarterly Schedule Report Due Date October 1 to December 31 January 31 January 1 to March 31 April 30 April 1 to June 30 July 31 July 1 to September 30 October 31 Reports must be submitted on an accrual accounting basis. Failure to submit reports in accordance with the above schedule may result in suspension or termination of award. b. A final Report must be submitted no later than 90 calendar days after the completion of the award. For final FFRs, reporting end date must be the end date of the project or agreement period. The reports should be submitted to the NRCS administrative contact identified in award notifications. VIII. PERFORMANCE MONITORING AND REPORTING a. The recipient is responsible for monitoring day -to -day performance and for reporting to NRCS. If the project involves subaward arrangements, the recipient is also responsible for Rev June 9, 2017 Page 5 of 9 Agreement No.: 68- 0546 -17 -521 monitoring the performance of project activities under those arrangements to ensure that approved goals and schedules are met. b. Every 6 months the recipient must submit a written progress report. Each report must cover- 1. A comparison of actual accomplishments with the goals and objectives established for the reporting period and, where project output can be quantified, a computation of the costs per unit of output. 2. The reasons why goals and objectives were not met, ifappropriate. 3. Additional pertinent information including, where appropriate, analysis and explanation of cost overruns or high unit cost. c. The recipient must submit a final performance report within 90 calendar days after completion of project. IX. AUDIT REQUIREMENTS The recipient is responsible for complying with audit requirements in accordance with 2 CFR 200, Subpart F. A non - Federal entity that expends $750,000 or more during the non - Federal entity's fiscal year in Federal awards must have a single or program - specific audit conducted for that year. X. SPECIAL PROVISIONS a. The recipient assures and certifies that it will comply with the minimum -wage and maximum - hour provisions of the Federal Fair Labor Standards Act. b. Employees of NRCS will participate in efforts under this agreement solely as representatives of the United States. To this end, they may not participate as directors, officers, employees, or otherwise serve or hold themselves out as representatives of the recipient. They also may not assist the recipient with efforts to lobby Congress or to raise money through fundraising efforts. Further, NRCS employees must report to their immediate supervisor any negotiations with the recipient concerning future employment and must refrain from participation in efforts regarding such parties until approved by the agency. c. Employees of the recipient will not be considered Federal employees or agents of the United States for any purposes under this agreement. XI. PATENTS, INVENTIONS, COPYRIGHTS, AND ACKNOWLEDGMENT OF SUPPORT AND DISCLAIMER a. Allocation of rights of patents, inventions, and copyrights must be in accordance with 2 CFR Part 200.315. This regulation provides that small businesses normally may retain the principal worldwide patent rights to any invention developed with USDA support. b. In accordance with 37 CFR Section 401.14, each subject invention must be disclosed to the Federal agency within 2 months after the inventor discloses it in writing to contractor personnel responsible for patent matters. Invention disclosure statements pursuant to 37 CFR Section 401.14(c) must be made in writing to: Acquisitions Division Rev June 9, 2017 Page 6 of 9 Agreement No.: 68- 0546 -17 -521 Grants and Agreements Services Branch 1400 Independence Avenue, SW. Room 6823 South Building Washington, DC 20250 c. USDA receives a royalty -free license for Federal Government use, reserves the right to require the patentee to license others in certain circumstances, and requires that anyone exclusively licensed to sell the invention in the United States must manufacture itdomestically. d. The following acknowledgment of NRCS support must appear in the publication of any material, whether copyrighted or not, and any products in electronic formats (World Wide Web pages, computer programs, etc.) that is substantially based upon or developed under this award: "This material is based upon work supported by the Natural Resources Conservation Service, U.S. Department of Agriculture, under number [recipient should enter the applicable award number here]." In addition, all publications and other materials, except scientific articles or papers published in scientific journals, must include the following statement: • "Any opinions, findings, conclusions, or recommendations expressed in this publication are those of the author(s) and do not necessarily reflect the views of the U.S. Department of Agriculture." e. All publications printed with Federal Government funds will include the most current USDA nondiscrimination statement, available from the Public Affairs Division, Civil Rights Division, or on the USDA and NRCS home pages. If the material is too small to permit the full nondiscrimination statement to be included, the material must, at a minimum, include the statement: • "USDA is an equal opportunity provider and employer." Any publication prepared with funding from this agreement must include acknowledgement to USDA, Natural Resources Conservation Service." The recipient is responsible for ensuring that an acknowledgment of NRCS is made during news media interviews, including popular media such as radio, television, and news magazines, that discuss in a substantial way work funded by this award. XII. COST - SHARING REQUIREMENTS a. If the award has specific cost - sharing requirements, the cost - sharing participation in other projects may not be counted toward meeting the specific cost -share requirement of this award, and must come from non - Federal sources unless otherwise stated in the applicable program announcement. b. Should the recipient become aware that it may be unable to provide the cost - sharing amount identified in this award, it must - 1. Immediately notify the NRCS administrative contact of the situation. 2. Specify the steps it plans to take to secure replacement costsharing. 3. Indicate the plans to either continue or phase out the project in the absence of cost sharing. Rev June 9, 2017 Page 7 of 9 Agreement No.: 68- 0546 -17 -521 c. If NRCS agrees to the organization's proposed plans, the recipient will be notified accordingly. If the organization's plans are not acceptable to NRCS, the award may be subject to termination. NRCS modifications to proposed cost sharing revisions are made on a case -by -case basis. d. Failure by the recipient to notify NRCS in accordance with paragraph (b) above may result in the disallowance of some or all the costs charged to the award, the subsequent recovery by NRCS of some of the NRCS funds provided under the award, and possible termination of the award, and may constitute a violation of the terms and conditions of the award so serious as to provide grounds for subsequent suspension or debarment. e. The recipient must maintain records of all project costs that are claimed by the recipient as cost sharing as well records of costs to be paid by NRCS. If the recipient's cost participation includes in -kind contributions, the basis for determining the valuation for volunteer services and donated property must be documented. XIII. PROGRAM INCOME Income derived from patents, inventions, or copyrights will be disposed of in accordance with the recipient's own policies. General program income earned under this award during the period of NRCS support must be added to total project funds and used to further the purpose and scope of this award or the legislation under which this award is made. XIV. NONEXPENDABLE EQUIPMENT Recipients purchasing equipment or products with funds provided under this award are encouraged to use such funds to purchase only American -made equipment and products. Title to nonexpendable equipment purchased with award funds will vest in the recipient upon completion of the award project and acceptance by NRCS of required final reports. When equipment is no longer needed by the recipient and the per -unit fair market value is less than $5,000, the recipient may retain, sell, or dispose of the equipment with no further obligation to NRCS. However, if the per -unit fair market value is $5,000 or more, the recipient must submit a written request to the NRCS administrative contact for disposition instructions. XV. LIMIT OF FEDERAL LIABILITY The maximum financial obligation of NRCS to the recipient is the amount of funds indicated in the award as obligated by NRCS. However, in the event that an erroneous amount is stated on the approved budget, or any supporting document relating to the award, NRCS will have the unilateral right to make the correction and to make an appropriate adjustment in the NRCS share of the award to align with the Federal amount authorized. XVI. MODIFICATIONS AND TERMINATIONS NRCS may amend or modify the award through an exchange of correspondence between authorized officials of the recipient and NRCS. The award is subject to termination if NRCS determines that the recipient has failed to comply with the terms and conditions of the award. In the event that the award is terminated, the financial obligations of the parties will be those set forth in 2 CFR Part 200.339. Rev June 9, 2017 Page 8 of 9 Agreement No.: 68- 0546 -17 -521 XVII. AWARD CLOSEOUT Award closeout is the process by which NRCS determines that all required project activities have been performed satisfactorily and all necessary administrative actions have been completed. Rev June 9, 2017 Page 9 of 9 U.S. Department of Agriculture Natural Resources Conservation Service Dated 4 -29 -2016 AGRICULTURAL CONSERVATION EASEMENT PROGRAM AGRICULTURAL LAND EASEMENT MINIMUM DEED TERMS FOR THE PROTECTION OF AGRICULTURAL USE 1) When these terms are appended as an exhibit to the Agricultural Land Easement deed, as opposed to being inserted directly into an Agricultural Land Easement deed, this paragraph will be inserted at the bottom of the ACEP funded Agricultural Land Easement deed: This Agricultural Land Easement is acquired with funds provided, in part, under the Agricultural Conservation Easement Program (ACEP). The EXHIBIT is attached hereto and incorporated herein by reference and will run with the land [SELECT ONE: in perpetuity OR for the maximum duration allowed under applicable State laws]. As required by 16 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 (legal description or survey) is and will remain subject to the terms and conditions described forthwith in this Addendum entitled Minimum Deed Terms For The Protection Of Agricultural Use in EXHIBIT that is appended to and made a part of this easement deed. 2) When these terms are being inserted directly into an Agricultural Land Easement deed the following will be included in the deed's introductory paragraph and recitals: [Include in introductory paragraph after Grantor and Grantee:] and with a right of enforcement to the United States of America (the United States), acting by and through the United States Department of Agriculture (USDA) Natural Resources Conservation Service (NRCS) on behalf of the Commodity Credit Corporation (CCC). [Include in Recitals:] This [INSERT DEFINED TERM FOR EASEMENT DEED] is acquired with funds provided, in part, under the Agricultural Conservation Easement Program (ACEP) 16 U.S.C. Section 3865 et seq. and 7 CFR Part 1468 for the purpose of [SELECT ONE: protecting the agricultural use and future viability, and related conservation values, by limiting nonagricultural uses of OR protecting grazing uses and related conservation values by restoring and conserving) the Protected Property. Baseline conditions of the Protected Property are set forth in a Baseline Documentation Report, a copy of which is [SELECT ONE: appended to this easement deed OR maintained in the files of the Grantee]. 3) A fully executed copy of the Exhibit below must be attached to the ACEP funded Agricultural Land Easement deed at the time of closing and recordation or, with NRCS approval, the Section I and If terms below must be incorporated into the body of the Eligible Entity's Agricultural Land Easement deed unmodified except for appropriate formatting changes, selecting options, removing instructional provisions, and substituting as needed, the defined term for the Parcel instead of "Protected Property ". U.S. Department of Agriculture Natural Resources Conservation Service Dated 4 -29 -2016 EXHIBIT MINIMUM TERMS FOR AGRICULTURAL LAND EASMENTS The Agricultural Conservation Easement Program, 16 U.S.0 Section 3865 et seq., facilitated and provided funding for the purchase of an Agricultural Land Easement (ALE) on real property described in Exhibit , hereafter referred to as "the Protected Property ", for the purpose of [SELECT ONE: protecting the agricultural use andfuture viability, and related conservation values, by limiting nonagricultural uses of OR protecting grazing uses and related conservation values by restoring and conserving] the Protected Property. The [LANDOWNER NAMES] (collectively Grantor), the [ELIGIBLE ENTITY NAMES] (collectively Grantee), and the United States of America (the United States), acting by and through the United States Department of Agriculture (USDA) Natural Resources Conservation Service (NRCS) on behalf of the Commodity Credit Corporation (CCC) (jointly referred to as the "Parties ") acknowledge that the ALE is acquired by the Grantee to [SELECT ONE: protect the agricultural use and future viability, and related conservation values, by limiting nonagricultural uses of OR protect grazing uses and related conservation values by restoring and conserving] the Protected Property. Baseline conditions of the Protected Property are set forth in a Baseline Documentation Report, a copy of which is [SELECT ONE: appended to this easement deed OR maintained in the files of the Grantee]. In order to ensure compliance with the Agricultural Conservation Easement Program, 16 U.S.0 Section 3865 et seq. and 7 CFR Part 1468, the following rule of interpretation will govern any and all inconsistencies between the ALE and this Exhibit. Notwithstanding any other provision of the ALE, the Parties agree that all present and future use of the Protected Property is and will remain subject to all of the following terms and conditions identified in Section I and 1I. If the terms and conditions in Section I and II are inconsistent with terms and conditions in other sections of the ALE, Section I and 11 will control; provided however, if other sections of the ALE have terms and conditions that are consistent with, but more restrictive to the rights of the Grantor than the terms and conditions in Section I, Paragraphs 1, 2, and 3, those more restrictive terms and conditions will control. If other sections of the ALE are more restrictive to the rights of the Grantor than Section I Paragraph 4 and 5 and Section II then Section I Paragraph 4 and 5 and Section II will control. SECTION I - MINIMUM CONSERVATION DEED RESTRICTIONS Even if the Protected Property consists of more than one parcel for real estate tax or any other purpose or if it was acquired previously as separate parcels, it will be considered one parcel for purposes of this Easement, and the restrictions and covenants of this Easement will apply to the Protected Property as a whole. The terms and conditions of the ALE run with the land and are binding upon the Grantor and Grantee and their respective heirs, successors, agents, assigns, lessees, and any other person claiming under them must comply with all terms and conditions of this easement, including the following: 1. Agricultural Land Easement Plan. As required by 16 U.S.C. Section 3865a, agricultural production and related uses of the Protected Property are subject to an ALE Plan, as approved by NRCS, to promote the long- term viability of the land to meet the ALE purposes. The ALE Plan must also be approved by the Grantor and the Grantee. Grantor agrees the use of the property will be subject to the ALE Plan on the Protected Property. 2 U.S. Department of Agriculture Natural Resources Conservation Service Dated 4 -29 -2016 The ALE Plan is incorporated by reference and must not include any provisions inconsistent with the conservation purposes of this ALE. The Grantee and Grantor agree to update the ALE Plan in the event the agricultural uses of the Protected Property change. A copy of the current ALE Plan is kept on file with the Grantee. The Grantee must take all reasonable steps to secure compliance with the ALE Plan. In the event of substantial or ongoing noncompliance with the ALE Plan or the requirement to update the ALE Plan, NRCS may notify the Grantee. NRCS will give the Grantee and Grantor a reasonable amount of time, not to exceed 180 days, to take corrective action. If Grantee fails to enforce the terms of the ALE, including, but not limited to compliance with the ALE Plan, the United States may exercise its right of enforcement. 2. Limitation on Impervious Surfaces. Impervious surfaces will not exceed [Insert approved impervious surface percentage] [Note: if greater than 2 percent, a written waiver from the Chief of NRCS or authorized designee (Chief of NRCS) is required], of the Protected Property, excluding NRCS- approved conservation practices. Impervious surfaces are defined as material that does not allow water to percolate into the soil on the Protected Property, including, but not limited to, buildings with or without flooring, paved areas, and any other surfaces that are covered by asphalt, concrete, or roofs. This limitation does not include public roads or other roads owned and controlled by parties with rights superior to those rights conveyed to Grantee by this ALE. Include the following if limited subdivision is allowed below: [In the event the Protected Property is subdivided as provided for in Section I, Paragraph (3)(A), the total cumulative impervious surface of the subdivided parcels must not exceed the impervious surface limitation referenced above. The Grantor, with Grantee approval, will allocate the impervious surface limit among the subdivided parcels and ensure said impervious surface limitation is clearly defined in each subdivided parcel's recorded instrument.] 3. Limitations on Nonagricultural Uses. Any activities inconsistent with the purposes of the ALE are prohibited. [Note: The term "ALE grassland enrollments " refers to both general ALE grazing uses enrollments or ALE Grassland of Special Environmental Significance enrollments (GSS).J [Also include the following sentence for ALE grassland enrollments: The provisions of this ALE limit the types of agricultural operations that can occur on the Protected Property to those that restore or conserve grassland, and protect grazing uses, and related conservation values]. The following activities are inconsistent with the purposes of ALE and are specifically prohibited, subject to the qualifications stated below: (A) Subdivision — [Select Option 1, 2, or 3.1 [Option 1] Separate conveyance of a portion of the Protected Property or division or subdivision of the Protected Property is prohibited [Where required by State law the following may be inserted: except where State or local regulations explicitly require subdivision to construct residences for employees working on the Protected Property]. Grantor must provide written notice and evidence of such requirements to Grantee and the Chief of NRCS or his or her authorized designee (Chief of NRCS) prior to division of the Protected Property. [Option 2] The Protected Property must not be divided or subdivided into, or separately conveyed as, more than farm or ranch parcels ( divisions allowed), the boundaries and the allocation of U.S. Department of Agriculture Natural Resources Conservation Service Dated 4 -29 -2016 the impervious surface limitation of which have been identified in EXHIBIT , which is appended to and made a part of this ALE. To protect the [SELECT ONE: agricultural use and future agricultural viability OR the grassland, grazing uses], and related conservation values of the Protected Property, the boundaries of such divisions have been preapproved in writing by Grantee and the Chief of NRCS or authorized designee of the Chief of NRCS. Deviations from the identified boundaries will not be allowed. Grantor must give Grantee and the Chief of NRCS written notice prior to subdividing, dividing, or separately conveying a parcel of the Protected Property. [Option 31 The Protected Property must not be divided or subdivided into, or separately conveyed as, more than farm or ranch parcels (_ divisions allowed). To protect the [SELECT ONE: agricultural use and future agricultural viability OR the grassland, grazing uses], and related conservation values of the Protected Property, the boundaries of such divisions must be approved in writing by Grantee and the Chief of NRCS or the authorized designee of the Chief of NRCS before any such division, subdivision, or separate conveyance occurs. The Chief of NRCS may only approve the division, subdivision, or separate conveyance of the Protected Property into separately conveyable farm or ranch parcels when 1. The Grantee requests the Chief of NRCS approval to subdivide the Protected Property into separate farm or ranch parcels, after receiving a request from the Grantor; 2. The Grantor certifies to the Chief of NRCS that the requested subdivision is required to keep all farm or ranch parcels in production and viable for agriculture use and that separate conveyance of the Protected Property farm or ranch parcels will move the land from one agricultural operation to another; and 3. The Chief of NRCS determines that the — a. Parcels resulting from the subdivision of the Protected Property will meet ACEP land eligibility requirements of 16 U.S.C. Section 3865 et seq. as enacted on the date the original parcel was enrolled in ACEP, including the allocation of the impervious surface limitation between the subdivided parcels, and b. The resulting parcel will not be below the median size of farms in the county or parish as determined by most recent United States Department of Agriculture's National Agricultural Statistical Survey (NASS). (B) Industrial or Commercial Uses — Industrial or commercial activities on the Protected Property are prohibited except for the following: (i) agricultural production and related uses conducted as described in the ALE Plan; (ii) the sale of excess power generated in the operation of renewable energy structures and associated equipment or other energy structures that Grantee approves in writing as being consistent with the conservation purposes of this Easement; (iii) temporary or seasonal outdoor activities or events that do not harm the agricultural use, future viability, and related conservation values of the Protected Property herein protected; M U.S. Department of Agriculture Natural Resources Conservation Service Dated 4 -29 -2016 (iv) commercial enterprises related to agriculture or forestry including but not limited to [Select those consistent with ALE purposes for the Protected Property: agritourism, processing, packaging, and marketing offarm or forest products, farm machinery repair, and farm wineries.] [For properties that contain historical or archaeological resources the following may be inserted: Commercial enterprise activities related to interpretation of the Protected Property's historic or archaeological resources.] (v) small -scale commercial enterprises compatible with agriculture or forestry, including but not limited to cafes, shops, and studios for arts or crafts. (C) Construction on the Protected Property — All new structures and improvements must be located within the Building Envelopes, containing approximately acres and described in EXHIBIT , which is appended to and made a part of the ALE. [Include the following subparagraph if future building envelope adjustments may be considered: The boundaries and location of the Building Envelopes may be adjusted if Grantee and the Chief of NRCS provide prior written approval of the adjusted boundaries and location. The Building Envelopes may not increase in size and the adjusted Building Envelopes must provide equal or greater protection of the [SELECT ONE: agricultural use and future viability OR the grassland, grazing uses], and related conservation values of the Protected Property.] Agricultural structures and utilities to serve approved buildings or structures, including on -farm energy structures allowed under Section I, Paragraph (4)(C) that neither individually nor collectively have an adverse impact on the [SELECT ONE: agricultural use and future viability OR grassland, grazing uses] and related conservation values of the Protected Property, may be built outside of the Building Envelope with prior written approval of the Grantee provided that the utilities or agricultural structures are consistent with the ALE Plan described Section I, Paragraph 1. New roads may be constructed if they are approved in advance by Grantee, within impervious surface limits, and necessary to carry out the agricultural operations or other allowed uses on the Protected Property. [The preceding sentence must be struck for ALE grassland enrollments]. Maintenance of existing roads documented on the Baseline Documentation Report is allowed; however, existing roads may not be widened or improved unless widening and improving is within impervious surface limits, approved in advance by Grantee, and necessary to carry out the agricultural operations or other allowed uses on the Protected Property. Fences may be maintained and replaced and new fences installed if they are necessary for agricultural operations on the Protected Property or to mark boundaries of the Protected Property. [For ALE grassland enrollments replace the preceding sentence with: Fences may be maintained and replaced and new fences installed only in accordance with the ALE Plan and consistent with grassland species management requirements.] (D) Granting of easements for utilities and roads — The granting or modification of easements for utilities and roads is prohibited when the utility or road will adversely impact [SELECT ONE: the agricultural U.S. Department of Agriculture Natural Resources Conservation Service Dated 4 -29 -2016 use and.future viability OR the protection of the grazing uses, grassland conservation value], and related conservation values of the Protected Property as determined by the Grantee in consultation with the Chief of NRCS. (E) Surface Alteration — Grading, blasting, filling, sod farming, earth removal, or any other activity that will disturb the soil surface or materially alter the topography, surface or subsurface water systems, or wetlands of the Protected Property is prohibited, except as follows: (i) dam construction in accordance with an ALE plan to create ponds for agricultural use, fire protection, or wildlife enhancement, including enhancement through wetland restoration, enhancement or creation; (ii) erosion and sediment control pursuant to a plan approved by the Grantee; (iii) soil disturbance activities required in the construction of approved buildings, structures, roads, and utilities provided that the required alteration has been approved in writing by Grantee as being consistent with the conservation purpose of this Easement; or (iv) [SELECT ONE: Agricultural activities OR Grazing uses or grassland restoration and conservation activities] conducted in accordance with the ALE Plan. (F) Oil, Gas, or Mineral Exploration and Extraction — Mining or extraction of soil, sand, gravel, oil, natural gas, fuel, coal, or any other mineral substance owned by Grantor as of the date of this ALE or later acquired by Grantor, using any surface mining, subsurface mining, or dredging method, from Protected Property is prohibited. [Include the following subparagraph if a limited allowance for agricultural purposes may be authorized: Provided however, limited mining activities for materials (e.g., sand, gravel, or shale) used for agricultural operations on the Protected Property is allowed where the extraction of materials used for such agricultural operations is limited, localized, and small with a defined area and acreage identified in EXHIBIT and does not harm the conservation values or the agricultural uses of the Protected Property.] If a third party owns or leases the oil, natural gas, or any other mineral substance at the time this ALE is executed, and their interests have not been subordinated to this ALE, the Grantor must require, to the greatest extent possible, that any oil, natural gas, and mineral exploration and extraction conducted by such third party is conducted in accordance with this paragraph (F). The following may be inserted to qualify the above if Grantee chooses to allow oil and gas exploration and extraction as an alternative to a complete prohibition on oil or gas exploration and extraction on the Parcel — Beginning of Optional Additional Oil and Gas Language: Oil and gas exploration and extraction on the Protected Property is allowed in accordance with this Paragraph (F), if approved by Grantee and Chief of NRCS. Grantee and Grantor must demonstrate that such exploration and extraction of oil and gas is- (i) not accomplished by any surface mining method; el U.S. Department of Agriculture Natural Resources Conservation Service Dated 4 -29 -2016 (ii) accomplished by a method of extraction, production, and transport that has no more than a limited and localized impact that does not harm the agricultural use or conservation values of the Protected Property; (iii) within the impervious surface limits of the ALE; and (iv) subject to a plan that includes provisions for oil and gas exploration and extraction. Any mineral leases or other conveyances of minerals entered into or renewed after the date of this ALE Deed are subordinate to the terms of this Deed and will incorporate by reference this Deed. Impervious surfaces as defined in [Insert Citation to Impervious Surface Limitation] of this Easement will include any surface disturbance or impervious surfaces associated with oil and gas exploration and extraction associated with uses allowed by this paragraph. End of Alternate Oil and Gas Language] [Include the following paragraph for ALE Grassland Enrollments: (G) Crop Cultivation. Except for grazing uses and grassland restoration and conservation, the cultivation or production of crops, nonperennial forages for human or domestic animal consumption, crop seed production, or planting of orchards, vineyards, berries, tree farms, or other perennial nongrassland agricultural product is prohibited.] 4. Preserving Agricultural Uses. The provisions of this ALE Deed and associated exhibits will not be interpreted to restrict the types of agricultural operations that can function on the Protected Property, so long as the agricultural operations are consistent with the long -term viability of the Protected Property, ALE Plan and ALE purposes, and do not violate Federal laws, including Federal drug laws. [The preceding sentence must be struck for ALE grassland enrollments.] No uses will be allowed that decrease the ALE's protection for [SELECT ONE: the agricultural use and future viability, and related conservation values OR the grazing uses and related conservation values or adversely impact the restoration or conservation of the grassland, and related conservation values] of the Protected Property. Allowed uses of the Protected Property include, the specific uses allowed in Section I, Paragraph (3)(B) (i) -(v) and the following activities, subject to the qualifications stated below: (A) Agricultural Production — The production, processing, and marketing of [SELECT ONE: agricultural crops and livestock OR livestock and agricultural products compatible with restoration and conservation of grassland, grazing uses, and related conservation values] is allowed provided it is conducted in a manner consistent with the terms of the ALE Plan described in Section I, Paragraph 1. (B) Forest Management and Timber Harvest — Forest management and timber harvesting is allowed, provided it is carried out to the extent practicable, in accordance with current, generally accepted best management practices for the sites, soils, and terrain of the Protected Property. In addition, if the Protected Property contains 40 contiguous acres of forest or 20 percent of the Protected Property is forestland then forest management and timber harvesting must be performed in accordance with a written forest management plan. The forest management plan must be prepared by a professional resource manager, in consultation with the Grantee. A forest management plan will not be required for the U.S. Department of Agriculture Natural Resources Conservation Service Dated 4 -29 -2016 following allowed noncommercial activities: (i) cutting of trees for the construction of allowed roads, utilities, buildings, and structures on the Protected Property, (ii) cutting of trees for trail clearing, (iii) cutting of trees for domestic use as firewood or for other domestic uses by Grantor, (iv) removal of trees posing an imminent hazard to the health or safety of persons or livestock, or (v) removal of invasive species. (C) On -Farm Energy Production — Renewable energy production is allowed for the purpose of generating energy for the agricultural and residential needs of the Protected Property. Renewable energy sources must be built and maintained within impervious surface limits, with minimal impact on the conservation values of the Protected Property and consistent with the purposes of the ALE. [Include the following paragraph any time the property is in grassland use, an ALE grassland enrollment, or funded for conservation purposes that include conserving or restoring grassland uses or grassland dependent species: (D) Grassland Uses of the Protected Property — Grantors are allowed to graze, hay, harvest for hay and noncrop seed production, mow, construct fire breaks, conduct fire presuppression and rehabilitation activities, and conduct common grazing practices, including cultural practices, consistent with the provisions and conservation purposes of this ALE. The term "common grazing practices" means those practices customary to the region where the Protected Property is located related to livestock grazing, forage management, and maintenance of infrastructure required to conduct livestock grazing on the Protected Property. Grantors must not hay, mow, or harvest for seed during certain nesting seasons for birds whose populations are in significant decline as identified in the ALE Plan. Determinations of nesting seasons for birds whose populations are in significant decline and the areas of the property affected by this restriction will be set forth within the ALE Plan for the Protected Property that has been approved by Grantor, Grantee, and NRCS.] [Include the following paragraph if Land Eligibility is based on the presence of historical or archaeological resources or the project received ranking points for the multifunctional benefits of agricultural land protection for historical and archaeological resources: 5. Historic or Archaeological Resources. Existing archaeologically, culturally, or historically significant features on the Protected Property including, but not limited to, such features as documented in the Baseline Documentation Report, must be maintained consistent with the guidelines provided in The Secretary of Department of the Interior's Standards for the Treatment of Historic Properties pursuant to 36 CFR Part 68, as amended. The up -to -date version of such guidelines must be maintained by Grantee in the Baseline Documentation and made available to Grantor upon request. The archaeologically, culturally, or historically significant features may not be altered or removed without Grantee's prior written approval, which approval will not be given except where the proposed activity is accomplished in accordance with the guidelines provided in The Secretary of The Department of the Interior's Standards for the Treatment of Historic Properties.] SECTION II - PROTECTION OF THE UNITED STATES' INTERESTS 1. United States Right of Enforcement. Pursuant to 16 U.S.C. Section 3865 et seq., the United States is granted the right of enforcement that it may exercise only if the terms of the ALE are not enforced by the holder of the ALE. The Secretary of the United States Department of Agriculture (the Secretary) or his or her assigns, on behalf of the United States, may exercise this right of enforcement under any authority available under State U.S. Department of Agriculture Natural Resources Conservation Service Dated 4 -29 -2016 or Federal law if the Grantee, or its successors or assigns, fails to enforce any of the terms of this ALE, as determined in the sole discretion of the Secretary. In the event the United States exercises this right of enforcement, it is entitled to recover any and all administrative and legal costs associated with any enforcement or remedial action related to the enforcement of this Easement from the Grantor, including, but not limited to, attorney's fees and expenses related to Grantor's violations. In the event the United States exercises this right of enforcement, it is entitled to recover any and all administrative and legal costs associated with any enforcement of this Easement from the Grantee, including, but not limited to, attorney's fees and expenses related to Grantee's violations or failure to enforce the easement against the Grantor up to the amount of the United States contribution to the purchase of the ALE. The Grantee will annually monitor compliance and provide the United States with an annual monitoring report that documents that the Grantee and Grantor are in compliance with the ALE and ALE Plan. If the annual monitoring report is insufficient or is not provided annually, or if the United States has evidence of an unaddressed violation, as determined by the Secretary, the United States may exercise its right of inspection. For purposes of inspection and enforcement of the ALE, the ALE Plan, and the United States Cooperative Agreement with the Grantee, the United States will have reasonable access to the Protected Property with advance notice to Grantee and Grantor or Grantor's representative. In the event of an emergency, the United States may enter the Protected Property to prevent, terminate, or mitigate a potential or unaddressed violation of these restrictions and will give notice to Grantee and Grantor or Grantor's representative at the earliest practicable time. 2. General Disclaimer and Grantor Warranty. The United States, its employees, agents, and assigns disclaim and will not be held responsible for Grantee's or Grantor's negligent acts or omissions or Grantee's or Grantor's breach of any representation, warranty, covenant, or agreements contained in this ALE Deed, or violations of any Federal, State, or local laws, including all Environmental Laws including, without limitation, those that give rise to liabilities, claims, demands, losses, expenses, damages, fines, fees, penalties, suits, proceedings, actions, costs of actions, or sanctions asserted by or on behalf of any person or governmental authority, and other liabilities (whether legal or equitable in nature and including, without limitation, court costs, and reasonable attorneys' fees and attorneys' fees on appeal) to which the United States may be subject or incur relating to the Protected Property. Grantor must indemnify and hold harmless United States, their employees, agents, and assigns for any and all liabilities, claims, demands, losses, expenses, damages, fines, fees, penalties, suits, proceedings, actions and costs of actions, sanctions asserted by or on behalf of any person or governmental authority, and other liabilities (whether legal or equitable in nature and including, without limitation, court costs, and reasonable attorneys' fees and attorneys' fees on appeal) to which United States may be subject or incur relating to the Protected Property, which may arise from, but are not limited to, Grantor's negligent acts, omissions, or breach of any representation, warranty, covenant, agreements contained in this Agricultural Land Easement Deed or violations of any Federal, State, or local laws, including all Environmental Laws. 3. Environmental Warranty. Grantor warrants that it is in compliance with, and will remain in compliance with, all applicable Environmental Laws. Grantor warrants that there are no notices by any governmental authority of any violation or alleged violation of, noncompliance or alleged noncompliance with, 9 U.S. Department of Agriculture Natural Resources Conservation Service Dated 4 -29 -2016 or any liability under, any Environmental Law relating to the operations or conditions of the Protected Property. Grantor further warrants that it has no actual knowledge of an undisclosed release or threatened release of Hazardous Materials, as such substances and wastes are defined by applicable Federal and State law. Furthermore, Grantor warrants the information disclosed to Grantee and United States regarding any past violations or non - compliance with Environmental Laws and associated remedial actions, or any past releases of Hazardous Materials and any associated remedial actions is complete and accurate. Moreover, Grantor hereby promises to hold harmless and indemnify Grantee and the United States against all litigation, claims, demands, penalties and damages, including reasonable attorneys' fees, arising from or connected with the release or threatened release of any hazardous materials on, at, beneath or from the Protected Property, or arising from or connected with a violation of any Environmental Laws by Grantor or any other prior owner of the Protected Property. Grantor's indemnification obligation will not be affected by any authorizations provided by Grantee or the United States to Grantor with respect to the Protected Property or any restoration activities carried out by Grantee at the Protected Property; provided, however, that Grantee will be responsible for any Hazardous Materials contributed after this date to the Protected Property by Grantee. "Environmental Law" or "Environmental Laws" means any and all Federal, State, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, guidelines, policies, or requirements of any governmental authority regulating or imposing standards of liability or standards of conduct (including common law) concerning air, water, solid waste, hazardous materials, worker and community right -to -know, hazard communication, noise, radioactive material, resource protection, subdivision, inland wetlands and watercourses, health protection, and similar environmental health, safety, building, and land use as may now or at any time hereafter be in effect. "Hazardous Materials" means any petroleum, petroleum products, fuel oil, waste oils, explosives, reactive materials, ignitable materials, corrosive materials, hazardous chemicals, hazardous wastes, hazardous substances, extremely hazardous substances, toxic substances, toxic chemicals, radioactive materials, infectious materials, and any other element, compound, mixture, solution, or substance that may pose a present or potential hazard to human health or the environment. 4. Extinguishment, Termination, and Condemnation. The interests and rights under this Agricultural Land Easement may only be extinguished or terminated with written approval of the Grantee and the United States. Due to the Federal interest in this ALE, the United States must review and approve any proposed extinguishment, termination, or condemnation action that may affect its Federal interest in the Protected Property. With respect to a proposed extinguishment, termination, or condemnation action, the Grantee and the United States stipulate that the fair market value of the ALE is percent, hereinafter the "Proportionate Share," of the fair market value of the land unencumbered by this ALE. The Proportionate Share will remain constant over time. If this ALE is extinguished, terminated, or condemned, in whole or in part, then the Grantor must reimburse Grantee and the United States an amount equal to the Proportionate Share of the fair market value of the land unencumbered by this ALE. The fair market value will be determined at the time all or a part of this ALE is terminated, extinguished, or condemned by an appraisal that meets the Uniform Standards of Professional 10 U.S. Department of Agriculture Natural Resources Conservation Service Dated 4 -29 -2016 Appraisal Practice (USPAP) or Uniform Acquisition Standards or Federal Land Acquisition (UASFLA). The appraisal must be completed by a certified general appraiser and be approved by the Grantee and the United States. The allocation of the Proportionate Share between the Grantee and the United States will be as follows: (a) to the Grantee or its designee, percent of the Proportionate Share; and (b) to the United States percent of the Proportionate Share. Until such time as the Grantee and the United States receive the Proportionate Share from the Grantor or the Grantor's successor or assign, the Grantee and the United States each have a lien against the Protected Property for the amount of the Proportionate Share due each of them. If proceeds from termination, extinguishment, or condemnation are paid directly to Grantee, the Grantee must reimburse the United States for the amount of the Proportionate Share due to the United States. 5. Amendment. This ALE may be amended only if, in the sole and exclusive judgment of the Grantee and United States, by and through the Chief of NRCS, such amendment is consistent with the purposes of this ALE and complies with all applicable laws and regulations. The Grantee must provide timely written notice to the Chief of NRCS of any proposed amendments. Prior to the signing and recordation of the amended ALE, such amendments must be mutually agreed upon by the Grantee, Grantor, and United States, by and through the Chief of NRCS. Any purported amendment that is recorded without the prior approval of the United States is null and void 11