Agreement No. \_\_\_\_\_\_\_\_\_\_\_\_

COOPERATIVE AGREEMENT

BETWEEN THE

UNITED STATES OF AMERICA

COMMODITY CREDIT CORPORATION

and the

**\[Tribe/State/County/Local Government/Non-governmental
Organization\]**

for the

FARM AND RANCH LANDS PROTECTION PROGRAM

This Cooperative Agreement, made this \_\_\_\_ day of
\_\_\_\_\_\_\_\_\_\_\_, 2006 is entered into by and between the **United
States of America,** acting by and through the Commodity Credit
Corporation (CCC), and **the \[Tribe/State/County/Local
Government/Non-governmental Organization\]** for the implementation of
the Farm and Ranch Lands Protection Program (FRPP), formerly known as
the Farmland Protection Program. The CCC shall utilize the expertise and
services of the United States Department of Agriculture, Natural
Resources Conservation Service (NRCS) (hereinafter "the United States")
to administer this program and perform the duties set forth within this
Cooperative Agreement. For purposes of this Cooperative Agreement, the
term "Parties" refers collectively to the United States and the
**\[Tribe/State/County/Local Government/Non-governmental
Organization\].**

**I.** **AUTHORITY.**

This Cooperative Agreement is entered into by the United States under
the authorities of the Commodity Credit Charter Act, 15 U.S.C. 714 et
seq.; Title II, Subtitle F, Section 2503 of the Farm Security and Rural
Investment Act of 2002 (Public Law 107171) and Title VII, Section 714
of the Agriculture, Rural Development, Food and Drug Administration, and
related Agencies Appropriation Act of 2001 (Public Law 106387). In
addition to these authorities, this Cooperative Agreement will be
administered in accordance with the policies and procedures set forth in
the FRPP regulation, 7 CFR part 1491. The CCC administers the FRPP under
the general supervision of the Chief of the NRCS who is a Vice President
of the CCC.

**II.** **BACKGROUND AND PURPOSE.**

Enacted on May 13, 2002, Section 2503 of the Farm Security and Rural
Investment Act of 2002 authorized the Secretary of Agriculture to
purchase conservation easements that are subject to pending offers from
a State, Tribal or units of local government or eligible nongovernmental
organizations for the purpose of protecting topsoil by limiting
non-agricultural uses of the land. To be eligible, the farm or ranch
land must contain prime, unique, or other productive soil or historical
or archaeological resources. The Farm Security and Rural Investment Act
of 2002 authorized funding for fiscal years 2002 through 2007. On March
27, 2006, CCC published an Announcement of Program Funding on
www.grants.gov requesting proposals for participation from Tribes,
States, units of local government, and non-governmental organizations.
See Catalog of Federal Assistance Number 10.913.

**WHEREAS,** the **\[Tribe/State/County/Local
Government/Non-governmental Organization\]** and the United States have
mutual interests in preventing the conversion of agricultural lands to
non-agricultural uses; and

**WHEREAS,** the United States administers the FRPP; and

**WHEREAS,** the **\[Tribe/State/County/Local
Government/Non-governmental Organization\]** administers a farmland
protection program and has pending offers for acquiring agricultural
conservation easements from landowners within the
**\[Reservation/State/County/Local jurisdiction\]**, and the United
States and the **\[Tribe/State/County/Local Government/Non-governmental
Organization\]** have agreed to combine their resources to assure that
such areas are protected from conversion to nonagricultural uses.

**THEREFORE**, the parties agree to enter into this Cooperative
Agreement.

**III.** **OBLIGATION OF FUNDS**

Upon execution of this agreement, the United States shall obligate the
sum of

\$ \_\_\_\_\_\_\_\_\_\_ for the acquisition of the United States'
interests in conservation easements. The \[**State/County/Local
Government/Tribe/Non-governmental Organization**\] must request payment
of this amount in accordance with Part V of this Cooperative Agreement
before *September 30, 2008*. (NOTE: THE DATE "2008" SHOULD BE GLOBALLY
REPLACED WITH "2011" IF THE ENTITY EXERCISES THE INSTALLMENT PAYMENT
OPTION. After this date, any remaining funds will be released from this
obligation.

This Cooperative Agreement is the authorizing document that obligates
CCC funds to acquire conservation easements. The United States'
contribution for the acquisition of each conservation easement acquired
by the \[**Tribe/State/County/Local Government/Non-governmental
Organization\]** shall be up to but not more than 50% of the appraised
market value of the conservation easement in accordance with NRCS
polices and procedures. The United States' contribution cannot be used
for closing and related administrative costs incurred by the
\[**Tribe/State/County/Local Government/Non-governmental
Organization\]** in acquiring the conservation easement. Attachment A to
this Cooperative Agreement specifies the CCC funds to be used within the
**\[Reservation/State/County/Local Jurisdiction\]** and includes a list
with a detailed breakdown of the: (1) name and mailing address of the
landowner; (2) tax map number(s) of the property; (3) number of acres to
be acquired; (4) FRPP's matching share; and (5) the estimated
conservation easement value. However, nothing in this document obligates
the United States or the **\[Tribe/State/County/Local
Government/Non-governmental Organization\]** to purchase all or any of
the conservation easements parcels listed. There may be further
modifications, additions or deletions to the list depending on the
prices paid for the conservation easements, the ability to obtain good
and clear title, future funding for acquisitions, etc. Additions or
deletions to the list will be made by mutual agreement between the
Parties to this Cooperative Agreement.

IV. **ENTITY'S CONTRIBUTION\
    **

The **\[Tribe/State/County/Local Government/Non-governmental
Organization\]** or designated escrow agent must disburse 100 percent of
the payment, representing the easement purchase price, to the landowner
at the time of closing, unless it is paying for the easement in
installments in accordance with V.B. herein. Landowner donations up to
25 percent of the appraised market value of the conservation easement
may be considered as part of the entity's matching offer. Where a
landowner's donation is considered to be part of an entity's matching
offer, the entity is required, at a minimum, to contribute in cash, at
least 25 percent of the appraised market value of the conservation
easement or 50 percent of the purchase price. Prior to NRCS accepting
the conservation easement and issuing a payment, the
**\[Tribe/State/County/Local Government/Non-governmental
Organization\]** shall self-certify on the NRCS CPA-230, Confirmation of
Matching Funds, that the **\[Tribe/State/County/Local
Government/Non-governmental Organization\]**'s share of matching funds
has not come from additional donations, payments, loans or fees made by
or charged to the easement grantor, immediate family members, or
organizations controlled by or funded by the easement grantor, either
through formal or informal agreements.

The entity must have a current appraisal of the conservation easement
performed by a certified general appraiser in accordance with the
Uniform Standards of Professional Appraisal Practices (USPAP) and the
Uniform Appraisal Standards for Federal Land Acquisitions (UASFLA)
(Interagency Land Acquisition Conference, 1992) and policies and
procedures in the NRCS Conservation Programs Manual, Part 519. A current
appraisal is an appraisal that has been conducted within one year of the
date of closing. The appraiser must have completed training in using the
Uniform Appraisal Standards for Federal Land Acquisitions (UASFLA) as
well as []{.mark}either eminent domain or conservation easements, and
have experience in appraising agricultural property with and without
conservation easements.

The entity must make all contributions, use appraisers, and order
appraisals in accordance with the policies and procedures in the NRCS
Conservation Programs Manual, Part 519.

**V.** **PAYMENTS**

A. The **\[Tribe/State/County/Local Government/Non-governmental
Organization\]** shall notify the United States when the CCC funds are
to be paid. CCC funds shall be paid to the **\[Tribe/State/County/Local
Government/Non-governmental Organization\]** when the United States is
provided a copy of the recorded easement and the
**\[Tribe/State/County/Local/or Non-governmental Organization\]** has
paid the landowner(s). Where a **\[Tribe/State/Count/Local
Government/Non-governmental Organization\]** cannot obtain 100 percent
of the funds to be paid at closing to the landowner(s) and requires the
United States to make its payment at closing rather than on a
reimbursable basis, the **\[Tribe/State/County/Local/or Non-governmental
Organization\]** may request a waiver for the United States to pay its
share of the conservation easement purchase at closing. In any instance
where a waiver is requested, the \[**Tribe/State/County/Local/or
Non-governmental Organization\]** shall notify the United States at
least 60 days prior to closing. Where a waiver is requested, the United
States shall make payment to an authorized closing agent. These funds
will be transmitted to the Closing Agent by electronic transfer. The
Closing Agent will hold the funds in escrow for a period not to exceed
14 calendar days. Upon receipt of the funds, the closing agent will sign
a payment receipt form and return it to the United States. If interest
is earned upon CCC funds, the Closing Agent must return any interest
earned to the United States. All deeds used by the
**\[Tribe/State/County/Local Government/Non-governmental
Organization\]** shall be approved by the Office of General Counsel
(OGC) prior to purchase of the conservation easement.

In order to obtain payment of FRPP funds, the
**\[Tribe/State/County/Local Government/Non-governmental
Organization\]** will submit Form SF-270 (Request for
Advance/Reimbursement of Funds), and the information specified below to
the \_\_\_\_\_\_\_\_\_\_ NRCS State Office. Prior to submitting the
SF-270, the **\[State/County/Local Government/Non-governmental
Organization\]** must also request a copy of closing agent requirements
from the United States and ensure that the closing agent meets these
requirements. The **\[Tribe/State/County/Local
Government/Non-governmental Organization\]**may submit the Form SF-270
prior to closing when a payment is issued at closing, after all the
deeds have been recorded and the landowner has been paid, or on a
quarterly basis for each quarter that conservation easements have been
recorded and the landowner(s) have been paid.

At a minimum, the following information shall be included in, or
attached to, the SF-270, prior to NRCS accepting the conservation
easement and disbursing payment: (1) the name of the
**\[Tribe/State/County/Local Government/Non-governmental
Organization\]**; (2) this cooperative agreement number; (3)
conservation easement numbers (if applicable); (4) landowner name; (5)
landowner's tax identification number (TIN) or social security number;
(6) total amount of dollars paid the landowner for each conservation
easement, specifying the CCC share and the non-CCC share of the
conservation easement cost; (7) term of conservation easement; (8) acres
acquired for each easement; (9) Tax Identification Number (TIN) for
**\[Tribe/State/County/Local Government/Non-governmental
Organization\]**; (10) Federal Information Processing Standards (FIPS)
number for **\[Tribe/State/County/Local Government/Non-governmental
Organization\]**; (11) Bank routing number and account number for
desired deposit location; (12) copy of the OGC approved conservation
easement deed; (13) current appraisal conducted in accordance with NRCS
polices and procedures, UASFLA and USPAP standards; (14) NRCS CPA-230,
Confirmation of Matching Funds; and (15) appropriate title assurances.

B. Upon request by a landowner, the **\[Tribe/State/County/Local
Government/Non-governmental Organization\]** may issue up to five annual
installment payments to the landowner. Such an arrangement may occur
only after the easement has been conveyed in its entirety and approval
is obtained by the NRCS National Office and the Office of General
Counsel. Cooperating entities wishing to issue payments in installments
for FRPP acquisitions must issue a portion of the payment at closing and
provide a copy of the recorded deed to the United States and an
appropriate legal instrument detailing the payment schedule prior to CCC
issuing installment payments. Once the easement has been recorded, the
**\[Tribe/State/County/Local Government/Non-governmental
Organization\]** may request a payment from CCC on a reimbursable basis
after a sum twice the amount of the CCC payment request has been
disbursed to the landowner (i.e., the cooperating entity may request
from NRCS \$75,000, after \$150,000 has been paid to the landowner). The
**\[Tribe/State/County/Local Government/Non-governmental
Organization\]** must issue all installment payments, including
disbursement of all CCC funds and those of the
**\[Tribe/State/County/Local Government/Non-governmental
Organization\]** prior to September 30, 2011.

**VI.** **CONSERVATION EASEMENT REQUIREMENTS.**

The **\[Tribe/State/County/Local Government/Non-governmental
Organization\]** shall ensure that conservation easements acquired under
this agreement:

1.  run with the land in perpetuity or a minimum of thirty years, where
    State law prohibits a permanent easement.

2.  prevent the land from being converted to nonagricultural uses;

3.  provide for the administration, management, and enforcement of the
    easement by the **\[Tribe/State/County/Local
    Government/Non-governmental Organization\]**;

4.  require management of the property in accordance with a conservation
    plan that is developed utilizing the standards and specifications of
    the NRCS field office technical guide, 7 CFR part 12, and is
    approved by the Conservation District. The following paragraphs
    shall be included in all conservation easements acquired using FRPP
    funds:

> As required by section 1238I of the Food Security Act of 1985, as
> amended, the Grantor, his heirs, successors, or assigns, shall conduct
> all agricultural operations on the Protected Property in a manner
> consistent with a conservation plan prepared in consultation with NRCS
> and approved by the Conservation District. This conservation plan
> shall be developed using the standards and specifications of the NRCS
> Field Office Technical Guide and 7 CFR part 12 that are in effect on
> (INSERT EASEMENT SIGNATURE DATE). However, the Grantor may develop and
> implement a conservation plan that proposes a higher level of
> conservation and is consistent with the NRCS Field Office Technical
> Guide standards and specifications. NRCS shall have the right to enter
> upon the Property, with advance notice to the Grantor, in order to
> monitor compliance with the conservation plan.
>
> In the event of noncompliance with the conservation plan, NRCS shall
> work with the Grantor to explore methods of compliance and give the
> Grantor a reasonable amount of time, not to exceed twelve months, to
> take corrective action. If the Grantor does not comply with the
> conservation plan, NRCS will inform Grantee of the Grantor's
> noncompliance. The Grantee shall take all reasonable steps (including
> efforts at securing voluntary compliance and, if necessary,
> appropriate legal action) to secure compliance with the conservation
> plan following written notification from NRCS that (a) there is a
> substantial, ongoing event or circumstance of non-compliance with the
> conservation plan, (b) NRCS has worked with the Grantor to correct
> such noncompliance, and (c) Grantor has exhausted its appeal rights
> under applicable NRCS regulations.
>
> If the NRCS standards and specifications for highly erodible land are
> revised after the date of this Grant based on an Act of Congress, NRCS
> will work cooperatively with the Grantor to develop and implement a
> revised conservation plan. The provisions of this section apply to the
> highly erodible land conservation requirements of the Farm and Ranch
> Lands Protection Program and are not intended to affect any other
> natural resources conservation requirements to which the Grantor may
> be or become subject.

5.  where parcels are being enrolled in FRPP based on historical and
    archaeological resources include, at minimum, a paragraph
    identifying standards and guidelines for treatment and maintenance
    of these resources is required within the deed. These guidelines
    should be based on the Secretary of Interior's Standards and
    Guidelines for Historic Preservation. The
    **\[Tribe/State/County/Local Government/Non-governmental
    Organization\]** will ensure that title restriction to protect any
    historical and archaeological structure(s) is appended to the deed
    and included in any succeeding transfers; and

6.  include the following "Rights of the United States of America"
    provision:

> "Under this Conservation Easement, the same rights are granted to the
> United States that are granted to the \[**Tribe/State/County/Local
> Government/Non-governmental Organization**\]. However, the Secretary
> of the United States Department of Agriculture (the Secretary), on
> behalf of the United States, will only exercise these rights under the
> following circumstances: In the event that the
> **\[Tribe/State/County/Local Government/Non-governmental
> Organization\]** fails to enforce any of the terms of this
> Conservation Easement, as determined in the sole discretion of the
> Secretary, the Secretary and his or her successors or assigns may
> exercise the United States' rights to enforce the terms of this
> Conservation Easement through any and all authorities available under
> Federal or State law. In the event that the
> **\[Tribe/State/County/Local Government/Non-governmental
> Organization\]** attempts to terminate, transfer or otherwise divest
> itself of any rights, title, or interests in this Conservation
> Easement without the prior consent of the Secretary and, if
> applicable, payment of consideration to the United States, then, at
> the option of the Secretary, all right, title, and interest in this
> Conservation Easement shall become vested solely in the United States
> of America."
>
> 7\. include provisions regarding the amount of impervious surfaces
> permitted on the Property, in accordance with the NRCS Conservation
> Programs Manual, Part 519.
>
> 8\. include signature of a responsible NRCS official on the
> Conservation deed, accepting the United States' property interest in
> the deed.
>
> 9\. identify the United States as a grantee in the deed along with the
> **\[Tribe/State/County/Local Government/Non-governmental
> Organization.**
>
> 10\. Include other terms that may be required by OGC or FRPP policy,
> such as a general indemnification clause and hazardous materials
> warranty.

**VII.** **RESPONSIBILITIES.**

A. Those of the United States -

1\. The United States, by and through the NRCS, shall provide technical
and other services required to assist the landowner in developing an
appropriate conservation plan in accordance with 7 CFR part 12. To
ensure that the conservation plan is implemented in accordance with 7
CFR part 12, the NRCS will be provided the opportunity to conduct
periodic field visits on lands that are enrolled in the FRPP and
associated lands owned or managed by the landowner which are also
subject to 7 CFR part 12.

2\. The CCC shall, subject to the availability of funds, disburse the
appropriate funds to the **\[Tribe/State/County/Local
Government/Non-governmental Organization\]** in accordance with Part III
and V of this Cooperative Agreement.

3\. Prior to NRCS accepting the conservation easement and processing the
payment, NRCS shall: ensure that a conservation plan for highly erodible
lands is developed in accordance with 7 CFR part 12 and that an AD-1026,
Highly Erodible Land and Wetland Certification form has been filed at
the appropriate USDA Service Center; ensure that a CCC-526, Adjusted
Gross Income Certification has been filed at the appropriate USDA
Service Center; obtain approval of the conservation easement deed or
conservation easement deed template from the Office of General Counsel;
and acquire: a signed letter from the closing agent indicating that the
agent meets FRPP closing agent requirements, an executed NRCS CPA-230,
Confirmation of Matching Funds, and a copy of the title commitment. In
addition, NRCS shall obtain an American Land Title Association (ALTA)
U.S. Policy (1991) insuring the United States' interest in the easement
for a liability amount as required by the DOJ Title Standards.

B.  Those of **\[Tribe/State/County/Local Government/Non-governmental
    Organization\]-**

1\. The **\[Tribe/State/County/Local Government/Non-governmental
Organization\]** shall perform necessary legal and administrative
actions to ensure proper acquisition and recordation of valid easements,
including conducting administrative and technical reviews in accordance
with NRCS Conservation Programs Manual, Part 519.

2\. The **\[Tribe/State/County/Local Government/Non-governmental
Organization\]** shall use all awarded funds under this agreement for
the acquisition of conservation easements for NRCS approved properties.
CCC funds shall pay for not more than 50% of the appraised fair market
value of the conservation easement acquired.

3\. The **\[Tribe/State/County/Local Government/Non-governmental
Organization\]** shall pay all costs of conservation easement
procurement and will operate and manage each conservation easement in
accordance with the **\[Tribe/State/County/Local
Government/Non-governmental Organization\]** program*,* this Cooperative
Agreement, and 7 CFR part 1491. The United States shall have no
responsibility for the costs or management of the conservation easements
purchased by the **\[Tribe/State/County/Local
Government/Non-governmental Organization\] unless it exercises its
rights under a conservation easement**. The **\[Tribe/State/County/Local
Government/Non-governmental Organization\]** shall indemnify, defend,
and hold the United States harmless for any costs, damages, claims,
liabilities, and judgments arising from past, present, and future acts
or omissions of the **\[Tribe/State/County/Local
Government/Non-governmental Organization\]** in connection with its
acquisition and management of the conservation easements acquired
pursuant to this Cooperative Agreement. This indemnification and hold
harmless provision includes but is not limited to acts and omissions of
the **\[Tribe/State/County/Local Government/Non-governmental
Organization's**\] agents, successors, assigns, employees, contractors,
or lessees in connection with the acquisition and management of the
conservation easements acquired pursuant to this Cooperative Agreement
which result in violations of any laws and regulations which are now or
which may in the future become applicable.

4\. Non-governmental organizations shall continue to meet the
requirements specified in Title II, Subtitle F, Section 2503 of the Farm
Security and Rural Investment Act of 2002. The Act states that eligible
organizations are "any organization that---

(A) is organized for, and at all times since the formation of the
    organization has been operated principally for, 1 or more of the
    conservation purposes specified in clause (i), (ii), (iii), or (iv)
    of section 170(h)(4)(A) of the Internal Revenue Code of 1986;

(B) is an organization described in section 501(c)(3) of that Code that
    is exempt from taxation under 501 (a) of that Code;

(C) is described in section 509 (a)(2) of that Code; or

(D) is described in section 509(a) (3) of that Code and is controlled by
    an organization described in section 509 (a) (2) of that Code."

5\. The **\[Tribe/State/County/Local Government/Non-governmental
Organization\]** shall incorporate into each deed in which CCC funds are
used as part of the acquisition the required clauses set forth in Part
VI of this Cooperative Agreement.

6\. Prior to payment certification, the **\[Tribe/State/County/Local
Government/Non-governmental Organization\]** shall ensure that all lands
for which a conservation easement has been acquired will have a
conservation plan, as described in Part VI of this Cooperative
Agreement.

7\. The **\[Tribe/State/County/Local Government/Non-governmental
Organization\]** shall prohibit all non-agricultural uses of the
encumbered properties, except for recreational uses, such as hiking,
hunting, fishing, boating, horseback riding that will not conflict with
the purpose of Section 2503 of the Farm Security and Rural Investment
Act of 2002 (Pub. L. 107 -- 171).

8\. At a minimum, the **\[Tribe/State/County/Local
Government/Non-governmental Organization\]** shall monitor FRPP parcels
on an annual basis to ensure that the conservation easements are being
implemented according to the deed provisions. An annual report of the
status of acquired conservation easements and conservation easements
pending acquisition will be submitted to the NRCS representative at the
State level. The NRCS representative will define the format of this
report.

9\. In acquiring conservation easements, the
**\[Tribe/State/County/Local Government/Non-governmental
Organization\]** shall ensure that the title to the lands or interests
therein shall be unencumbered or, if encumbered by outstanding or
reserved interests, the **\[Tribe/State/County/Local
Government/Non-governmental Organization\]** shall ensure that any
outstanding interest are subordinated to the conservation easement. The
**\[Tribe/State/County/Local Government/Non-governmental
Organization\]** shall provide to NRCS a copy of the title commitment or
title report and any other requested documentation related to title so
that OGC may issue a title opinion for the United States prior to
closing. The **\[Tribe/State/County/Local Government/Non-governmental
Organization\]** shall assure that proper title evidence is secured.
When purchasing title insurance, the **\[Tribe/State/County/Local
Government/Non-governmental Organization\]** agrees to coordinate with
NRCS, which must purchase a separate policy to ensure the federal
interest.

10\. The **\[Tribe/State/County/Local Government/Non-governmental
Organization\]** shall have an appraisal conducted on the Property prior
to NRCS accepting an interest in the easement. The appraisal shall be
conducted by a certified general appraiser and shall conform to the
Uniform Standards of Professional Appraisals Practices and the Uniform
Appraisal Standards for Federal Land Acquisitions (Interagency Land
Acquisition Conference, 1992).

11\. The **\[Tribe/State/County/Local Government/Non-governmental
Organization\]** shall certify payment(s) received by submitting a
transmittal letter that references; (i) the cooperative agreement
number; (ii) the conservation easement number and landowner name; (iii)
the landowner's tax identification or social security number; (iv) total
amount of dollars paid or to be paid to the landowner for the
conservation easement, specifying the CCC share and the non-CCC share of
the conservation easement cost; (v) acres acquired; (vi) a copy of the
recorded deed containing the provisions as described in Part VI of this
Agreement; (vii) NRCS CPA-230, Confirmation of Matching Funds; and
(viii) date when NRCS payment was received. Certification of payment for
all conservation easements acquired must occur on or before September
30, 2008.

12\. The **\[Tribe/State/County/Local Government/Non-governmental
Organization\]** shall not use FRPP funds to place an easement on a
property in which the **\[Tribe/State/County/Local
Government/Non-governmental Organization's\]** employee or board member,
with decision-making involvement in matters related to easement and
acquisition and management, has a property interest. The
**\[Tribe/State/County/Local Government/Non-governmental
Organization\]** shall not use FRPP funds to place an easement on a
property in which a person who is an immediate family member or
household member of an employee or board member, with decision-making
involvement in matters related to easement acquisition and management,
has a property interest. Further, the **\[Tribe/State/County/Local
Government/Non-governmental Organization\]** agrees to generally conduct
itself in a manner so as to protect the integrity of conservation
easement deeds which it holds as well as avoid the appearance of
impropriety or actual conflicts of interests in its acquisition and
management of conservation easements.

13. The **\[Tribe/State/County/Local Government/Non-governmental
    Organization\]** agrees that it will not at any time, when the
    **\[Tribe/State/County/Local Government/Non-governmental
    Organization\]** is named as a Grantee on the conservation deed,
    seek to acquire the remaining fee interest in the Property.
    Likewise, if the \[**Tribe/State/County/Local
    Government/Non-governmental Organization\]** enters into an
    agreement with another entity to manage/monitor the conservation
    easement, and the entity seeks to acquire the underlying fee, the
    **\[Tribe/State/County/Local Government/Non-governmental
    Organization\]** agrees to immediately terminate such a relationship
    and arrange for an uninterested party to manage/monitor the
    conservation easement.

14. When a conservation plan violation is reported to the cooperating
    entity by NRCS, after all administrative and appeal rights have been
    exhausted by the landowner in accordance with 7 CFR part 12 and 7
    CFR part 614, the **\[Tribe/State/County/Local
    Government/Non-governmental Organization\]** shall implement
    easement enforcement procedures.

15. Paragraphs 3, 4, 8, 9, 12, 13, and 14 of this Section shall survive
    the termination or expiration of this agreement.

**VIII. GENERAL PROVISIONS.**

A. The term of this agreement shall be from the date of the last
signature affixed hereto through September 30, 2008.

B. No assignment in whole or in part shall be made of any right or
obligation under this Cooperative Agreement without the joint approval
of both the United States and the **\[Tribe/State/County/Local
Government/Non-governmental Organization**\]. Nothing herein shall
preclude the United States or the **\[Tribe/State/County/Local
Government/Non-governmental Organization\]** from entering into other
mutually acceptable arrangements or agreements, except as identified in
Part VII of this cooperative agreement. Such documents shall be in
writing, reference this agreement, and shall be maintained as part of
the official agreement file.

C. This Cooperative Agreement may be amended, extended, or modified by
written amendment signed by the authorized officials of the United
States and the **\[Tribe/State/County/Local Government/Non-governmental
Organization\]**.

D. The United States may terminate this agreement if the United States
determines that the **\[Tribe/State/County/Local
Government/Non-governmental Organization\]** has failed to comply with
the provisions of this agreement or if it determines that it is in the
best interests of the United States to terminate. In the event that this
agreement is terminated for any reason, the financial obligations of the
parties will be as set forth in 7 CFR part 1403, part 3016 and part
3019, as applicable.

E. Although this Cooperative Agreement does not constitute financial
assistance and, therefore, does not fall under the Uniform Federal
Assistance Regulations at 7 CFR parts 3015, 3016 and 3019, for the
purposes of administering this Agreement, the procedures set forth at 7
CFR parts 3015, 3016 and 3019 as well as OMB Circular A-122 shall apply,
as determined appropriate by NRCS.

F. It is the intent of NRCS to fulfill its obligations under this
Agreement. However, NRCS cannot make commitments in excess of funds
authorized by law or made administratively available. If NRCS cannot
fulfill its obligations under this Agreement because of insufficient
funds, this agreement will automatically terminate.

G. Employees of the \[**Tribe/State/County/Local
Government/Non-governmental Organization\]** shall not be considered to
be Federal employees or agents of the United States for any purpose
under this agreement.

H. The **\[Tribe/State/County/Local Government/Non-governmental
Organization\]** shall give CCC, the United States, or the Comptroller
General, through any authorized representative, access to and the right
to examine all records, books, papers, or documents related to this
agreement.

I. The **\[Tribe/State/County/Local Government/Non-governmental
Organization\]** agrees to comply with all applicable Federal, State,
and local laws.

**IX**. **PRINCIPAL CONTACTS.**

The United States representative for this Cooperative Agreement is:

State Conservationist

Natural Resources Conservation Service

on behalf of the Commodity Credit Corporation

Street Address

City, State Zip Code

Phone Number

The **\[Tribe/State/County/Local Government/Non-governmental
Organization\]** representative for this Cooperative Agreement is:

Director

**\[Tribe/State/County/Local Government/Non-governmental
Organization\]**

Street Address

City, State Zip Code

Phone Number

IN WITNESS WHEREOF, the following authorized representatives of the
United States and the \[Tribe/State/County/Local
Government/Non-governmental Organization\] have executed this
Cooperative Agreement.

THE **\[Tribe/State/County/Local Government/Non-governmental
Organization\]**

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

By: Director

**\[Tribe/State/County/Local Government/Non-governmental
Organization\]**

UNITED STATES OF AMERICA

COMMODITY CREDIT CORPORATION

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

By: State Conservationist

# Attachment A

List of Pending Conservation Easement Offers

Priority Landowner Parcel(s) Acres Estimated Fed.

Name(s) Identification Conservation Share

Address Easement Value