Common use of ENTITY Responsibilities Clause in Contracts

ENTITY Responsibilities. 1. ENTITY will acquire and hold RCPP Easements on eligible land that has eligible landowners as identified in an individual Parcel Contract consistent with the requirements identified therein and consistent with the provisions of this PROGRAM AGREEMENT. ENTITY must be identified as a Grantee (holder) under the terms of the RCPP conservation easement deed. 2. An RCPP conservation easement deed may also include legal entities that are co-holders (identified as Grantees in the easement deed) or third-party right holders (not identified as Grantees in the easement deed). Exhibit 1 to this PROGRAM AGREEMENT specifies the requirements, limitations, roles, and responsibilities of co-holders or third-party right holders. ENTITY must list on Exhibit 1 the legal entities that may be identified as a co-holder or third-party right holder on any RCPP conservation easement deed that may be acquired pursuant to a Parcel Contract executed under this PROGRAM AGREEMENT. ENTITY must list the specific co-holders or third-party RCPP Programmatic Partnership Agreement Number: RCPP Program Agreement Number: right holders for an individual Parcel on the individual Parcel Contract and obtain any required signatures from a sufficiently authorized representative of the legal entity as follows: i. All potential co-holders must be listed on and must sign Exhibit 1 to this PROGRAM AGREEMENT and any individual Parcel Contracts for Parcels on which the co-holder will be identified in the RCPP conservation easement deed. ENTITY will list the potential co-holders and obtain required signatures on Exhibit 1 at the time of execution of this PROGRAM AGREEMENT or through a subsequent amendment to this PROGRAM AGREEMENT to update Exhibit 1, prior to the execution of an individual Parcel Contract or modification thereto that identifies the listed co-holder. ii. ENTITY will list all potential third-party right holders on Exhibit 1, as known at the time of execution of this PROGRAM AGREEMENT. An amendment to this PROGRAM AGREEMENT to update Exhibit 1 is not required to list subsequently identified third-party right holders. All third-party right holders must be identified on the individual Parcel Contracts for Parcels on which the third-party right holder will be identified in the RCPP conservation easement deed. Third-party right holders may be required to sign Exhibit 1 of this agreement or individual Program Contracts at ENTITY discretion. 3. ENTITY must maintain current registration in the Dun and Bradstreet Data Universal Numbering System (DUNS) and meet the System for Award Management (▇▇▇) registration requirements or successor registry for the duration of this PROGRAM AGREEMENT and any active Parcel Contracts executed pursuant to this PROGRAM AGREEMENT. These DUNS and ▇▇▇ registration requirements also apply to all legal entities identified as co-holders (Grantees) in Exhibit 1. 4. The landowner is identified as the Grantor under the terms of the RCPP conservation easement deed. ENTITY must notify NRCS as soon as possible if there is a change in landownership after the individual Parcel Contract is executed and prior to closing on the easement. Changes to landownership that occur prior to closing on the RCPP Easement must be documented through the execution of a modification to the Parcel Contract. 5. ENTITY must ensure that the RCPP Easements acquired with RCPP cost-share assistance provided by NRCS through a Parcel Contract and the RCPP conservation easement deeds satisfy the requirements listed in items (i) through (xi) below and in paragraph (6) below: i. Are conveyed for the purpose of the restoration, protection, enhancement, management, maintenance, and monitoring of the Conservation Values as stated in the RCPP conservation easement deed (Exhibit 4 to this PROGRAM AGREEMENT provides the Conservation Values that may be identified in an individual RCPP Easement acquired pursuant to this PROGRAM AGREEMENT). ii. Include terms that set forth the allowable uses, limitations on use, prohibitions, and specific protections at a level of restrictiveness that ensures RCPP Easement will effectively protect the stated Conservation Values and accomplish the purposes for which the RCPP Easement is being acquired. Include any additional provisions needed to address the attributes for which a Parcel was ranked and selected for funding. iii. Include terms that set forth requirements related to the development, update, approval, and as applicable, enforcement, of the RCPP Easement plan. iv. Run with the land in perpetuity or where State law prohibits or does not authorize a permanent easement, for the maximum duration allowed under State law; v. Provide for the effective administration, management, annual monitoring, and enforcement of the RCPP Easement by ENTITY or its successors and assigns; and RCPP Programmatic Partnership Agreement Number: RCPP Program Agreement Number: vi. Permit effective enforcement of the conservation purposes of such easements; vii. Include an indemnification clause requiring the landowner to indemnify and hold harmless the United States from any liability arising from or related to the property enrolled in RCPP. viii. Include clauses requiring that any changes to the easement deed or easement area made after easement recordation, including any amendment to the easement deed, any subordination of the terms of the easement, or any modifications, exchanges, or terminations of some or all of the easement area, must be consistent with the purposes of the RCPP conservation easement and must be approved by NRCS and the easement holder in accordance with 7 CFR Section 1464.32 and 7 CFR Section 1468.6 prior to recordation or else the action is null and void. ix. Address the disposition of the RCPP Easement and the Federal share in the event the RCPP Easement is ever extinguished, terminated, or condemned in whole or in part; x. For RCPP Easements in which the United States will hold a right of enforcement, include the US right of enforcement clause as set forth in the appropriate version of the RCPP Minimum Deed Terms addendum. xi. For RCPP Easements acquired pursuant to an RCPP PPA through an alternative funding arrangement (AFA), ENTITY must attach or incorporate the RCPP minimum deed terms as described in paragraph 6 to the RCPP conservation easement deed below or must address the minimum deed requirements provided as Exhibit 5 to this PROGRAM AGREEMENT in its RCPP conservation easement deed. 6. ENTITY is authorized to use its own terms and conditions in the RCPP conservation easement deeds so long as the RCPP conservation easement deed contains the “RCPP Minimum Deed Terms” as stated in the appropriate version of the RCPP Minimum Deed Terms addendum. Prior to executing an individual Parcel Contract, ENTITY and NRCS, will determine which RCPP Minimum Deed Terms addendum is most appropriate to achieve the identified RCPP project purposes on a particular property. The RCPP Minimum Deed Terms addendum that must be used corresponds to the level of restrictiveness of the RCPP Easement as identified in the individual Parcel Contract. The entirety of the RCPP Minimum Deed Terms addendum must be either executed and attached as an exhibit to the RCPP conservation easement deed or incorporated into the body of the RCPP conservation easement deed. ENTITY’s own terms and conditions in the deed may not alter or defeat the intent, purpose, or effective enforcement by the Parties of the RCPP Minimum Deed Terms, RCPP, or the RCPP Easements acquired pursuant to this PROGRAM AGREEMENT. i. The terms of the RCPP Minimum Deed Terms addendum, whether attached as an exhibit to the RCPP conservation easement deed or incorporated into the body of the RCPP conservation easement deed, must not be modified except for appropriate formatting changes, selecting options, removing instructional provisions, and substituting, as needed, the defined terms for the RCPP conservation easement deed, baseline documentation report, Protected Property, and the Parties. ii. If the RCPP Minimum Deed Terms are attached as an exhibit to the RCPP conservation easement deed, the paragraph below, or equivalent paragraph contained in the version of the RCPP Minimum Deed Terms addendum attached as an exhibit to an individual Parcel Contract, is inserted at the bottom of the RCPP conservation easement deed: This Conservation Easement is acquired with funds provided, in part, under the Regional Conservation Partnership Program, (RCPP) (16 U.S.C. Section 3871 et. Seq. and 7 CFR part 1464). 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 RCPP Programmatic Partnership Agreement Number: RCPP Program Agreement Number: under applicable State law]. As required by the RCPP, and as a condition of receiving RCPP 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 RCPP Minimum Deed Terms in EXHIBIT that is appended to and made a part of this easement deed. [INSERT IN RCPP EASEMENT DEEDS THAT INCLUDE THE US RIGHT OF ENFORCEMENT: The rights of the United States acquired under this Conservation Easement shall be unaffected by any subsequent amendments or repeal of the RCPP.] iii. If ENTITY chooses to incorporate the RCPP Minimum Deed Terms into the body of the RCPP conservation easement deed, then the terms in Section I and Section II of the RCPP Minimum Deed Terms addendum must be incorporated into the body of the Eligible Entity’s RCPP conservation easement deed unmodified except as described in paragraph i above. In addition, the following paragraphs must be included in the RCPP conservation easement deed: a. [For RCPP Easements in which the United States will hold a right of enforcement, include the following in the Granting Clause 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). The rights of the United States acquired under this [INSERT TERM FOR CONSERVATION EASEMENT] shall be unaffected by any subsequent amendments or repeal of the Regional Conservation Partnership Program (RCPP) (16 U.S.C. Section 3871 et seq. and 7 CFR part 1464).” b. [Include in Recitals] “This [INSERT TERM FOR CONSERVATION EASEMENT] is acquired with funds provided, in part, under the Regional Conservation Partnership Program (RCPP) (16 U.S.C. Section 3871 et seq. and 7 CFR part 1464). As required by the RCPP, and as a condition of receiving RCPP funds, all present and future use of the [INSERT TERM FOR EASEMENT PROPERTY] identified in EXHIBIT (legal description or survey) is and will remain subject to the terms and conditions described in this [INSERT TERM FOR CONSERVATION EASEMENT] and will run with the land [SELECT ONE: in perpetuity OR for the maximum duration allowed under applicable State law].” c. [Include in Recitals] “The Regional Conservation Partnership Program (16 ] on the Protected Property (the “Conservation Values”). The [LANDOWNER NAMES] (collectively “Grantor”), the [QUALIFIED ENTITY NAMES] (collectively “Grantee”), and the United States of America (the “United States”) and its assigns, 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 [INSERT TERM FOR CONSERVATION EASEMENT] is acquired by the Grantee RCPP Programmatic Partnership Agreement Number: RCPP Program Agreement Number: d. [Include in Recitals or Body] “Baseline conditions of the [INSERT TERM FOR EASEMENT PROPERTY] 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].” iv. ENTITY must provide to NRCS a copy of the draft, unexecuted RCPP conservation easement deed and all exhibits, including the legal description, map or survey of the Parcel, at least 90 days before the appraisal to determine the Fair Market Value of the easement is commenced. NRCS NHQ must review and approve each RCPP conservation easement deed prior to ENTITY requesting an advance of the Federal share or closing on an RCPP Easement. If the RCPP conservation easement deed is substantively changed after the appraisal is completed, and those changes could potentially impact the fair market value of the easement, NRCS may require the ENTITY to obtain a new or supplemental appraisal based on the revised RCPP conservation easement deed. In addition to ensuring compliance with the requirements in Section VI(A)(5) and (6), NRCS NHQ will also review the deed to ensure that the Conservation Values in the RCPP conservation easement deed are consistent with the Conservation Values attached to this Program Agreement. 7. NRCS may require adjustments to the provisions identified in section VI(A)(5) above and require the addition of other provisions if NRCS determines that they are necessary to meet the purposes of the RCPP project as set forth in the PPA and protect the conservation values of the Protected Property. 8. ENTITY must perform necessary legal and administrative actions to ensure proper acquisition and recordation of valid RCPP Easements. 9. ENTITY must pay all costs of RCPP Easement acquisition and must operate and manage each RCPP Easement in accordance with its easement program, this PROGRAM AGREEMENT, the terms of the individual Parcel Contract, 16 U.S.C. Section 3871 et seq., and 7 CFR Part 1464. NRCS will have no responsibility for the costs or management of the RCPP Easements purchased by ENTITY. 10. NRCS will not be responsible for any costs, damages, claims, liabilities, and judgments arising from past, present, and future acts or omissions of ENTITY in connection with its acquisition or management of the RCPP Easements acquired pursuant to this PROGRAM AGREEMENT and associated, fully executed Parcel Contracts. This includes but is not limited to acts and omissions of 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. 11. ENTITY must prepare a baseline documentation report documenting the condition of each Parcel as of the time the RCPP Easement is acquired and include a completed baseline documentation report in the payment request package submitted to NRCS pursuant to the terms of the individual Parcel Contract. ENTITY must also provide NRCS a draft baseline documentation report at least 90 days before the planned closing date of the RCPP Easement. The baseline documentation report must contain maps, full descriptions, and pictures of— i. the Parcel location; ii. existing structures and infrastructure, including utility lines, barns, sheds, corrals, fences, ponds, watering facilities, and waste storage facilities; RCPP Programmatic Partnership Agreement Number: RCPP Program Agreement Number: iii. land use, land cover and its condition, including as applicable, but not limited to, wetlands, crops and crop rotations or for grasslands, the condition of the grassland, pasture, range, hay or forest lands, and animal inventories; iv. any problem areas; v. any special features or resource concerns, including the Conservation Values, for which the Parcel is being protected; vi. as applicable, irrigation rights and volume of irrigation water rights to be retained for the easement, and vii. any critical nesting habitat and the associated nesting seasons for grassland-dependent birds whose populations are in significant decline. 12. ENTITY must ensure the completion of an RCPP Easement plan for all RCPP Easements that are highly restrictive (e.g., uses limited to protection of conservation values) or moderately restrictive (e.g., conservation use with compatible agricultural uses) and as required or agreed-to for RCPP Easements that are minimally restrictive (e.g., agricultural use). The RCPP Easement plan must: i. Descri

ENTITY Responsibilities. 1. ENTITY will acquire and hold RCPP Easements on eligible land that has eligible landowners as identified in an individual Parcel Contract consistent with the requirements identified therein and consistent with the provisions of this PROGRAM AGREEMENT. ENTITY must be identified as a Grantee (holder) under the terms of the RCPP conservation easement deed. 2. An RCPP conservation easement deed may also include legal entities that are co-holders (identified as Grantees in the easement deed) or third-party right holders (not identified as Grantees in the easement deed). Exhibit 1 to this PROGRAM AGREEMENT specifies the requirements, limitations, roles, and responsibilities of co-holders or third-party right holders. ENTITY must list on Exhibit exhibit 1 the legal entities that may be identified as a co-holder or third-party right holder on any RCPP conservation easement deed that may be acquired pursuant to a Parcel Contract executed under this PROGRAM AGREEMENT. ENTITY must list the specific co-holders or third-party RCPP Programmatic Partnership Agreement Number: RCPP Program Agreement Number: right holders for an individual Parcel on the individual Parcel Contract and obtain any required signatures from a sufficiently authorized representative of the legal entity as follows: i. All potential co-holders must be listed on and must sign Exhibit exhibit 1 to this PROGRAM AGREEMENT and any individual Parcel Contracts for Parcels on which the co-holder will be identified in the RCPP conservation easement deed. ENTITY will list the potential co-holders and obtain required signatures on Exhibit exhibit 1 at the time of execution of this PROGRAM AGREEMENT or through a subsequent amendment to this PROGRAM AGREEMENT to update Exhibit exhibit 1, prior to the execution of an individual Parcel Contract or modification thereto that identifies the listed co-holder. ii. ENTITY will list all potential third-party right holders on Exhibit exhibit 1, as known at the time of execution of this PROGRAM AGREEMENT. An amendment to this PROGRAM AGREEMENT to update Exhibit exhibit 1 is not required to list subsequently identified third-party right holders. All third-party right holders must be identified on the individual Parcel Contracts for Parcels on which the third-party right holder will be identified in the RCPP conservation easement deed. Third-party right holders may be required to sign Exhibit exhibit 1 of this agreement or individual Program Contracts at ENTITY discretion. 3. ENTITY must maintain current registration in the Dun and Bradstreet Data Universal Numbering System (DUNS) and meet the System for Award Management (▇▇▇) registration requirements or successor registry for the duration of this PROGRAM AGREEMENT and any active Parcel Contracts executed pursuant to this PROGRAM AGREEMENT. These DUNS and ▇▇▇ registration requirements also apply to all legal entities identified as co-holders (Grantees) in Exhibit exhibit 1. 4. The landowner is identified as the Grantor under the terms of the RCPP conservation easement deed. ENTITY must notify NRCS as soon as possible if there is a change in landownership after the individual Parcel Contract is executed and prior to closing on the easement. Changes to landownership that occur prior to closing on the RCPP Easement easement must be documented through the execution of a modification to the Parcel Contract. 5. ENTITY must ensure that the RCPP Easements easements acquired with RCPP cost-share assistance provided by NRCS through a Parcel Contract and the RCPP conservation easement deeds satisfy the requirements listed in items (i) through (xi) below and in paragraph (6) below: i. Are conveyed for the purpose of the restoration, protection, enhancement, management, maintenance, and monitoring of the Conservation Values as stated in the RCPP conservation easement deed (Exhibit 4 to this PROGRAM AGREEMENT provides the Conservation Values that may be identified in an individual RCPP Easement easement acquired pursuant to this PROGRAM AGREEMENT). ii. Include terms that set forth the allowable uses, limitations on use, prohibitions, and specific protections at a level of restrictiveness that ensures RCPP Easement easement will effectively protect the stated Conservation Values and accomplish the purposes for which the RCPP Easement easement is being acquired. Include any additional provisions needed to address the attributes for which a Parcel parcel was ranked and selected for funding. iii. Include terms that set forth requirements related to the development, update, approval, and as applicable, enforcement, of the RCPP Easement easement plan. iv. Run with the land in perpetuity or where State law prohibits or does not authorize a permanent easement, for the maximum duration allowed under State law; v. Provide for the effective administration, management, annual monitoring, and enforcement of the RCPP Easement by ENTITY or its successors and assigns; and RCPP Programmatic Partnership Agreement Number: RCPP Program Agreement Number: vi. Permit effective enforcement of the conservation purposes of such easements; vii. Include an indemnification clause requiring the landowner to indemnify and hold harmless the United States from any liability arising from or related to the property enrolled in RCPP. viii. Include clauses requiring that any changes to the easement deed or easement area made after easement recordation, including any amendment to the easement deed, any subordination of the terms of the easement, or any modifications, exchanges, or terminations of some or all of the easement area, must be consistent with the purposes of the RCPP conservation easement and must be approved by NRCS and the easement holder in accordance with 7 CFR Section 1464.32 and 7 CFR Section 1468.6 prior to recordation or else the action is null and void. ix. Address the disposition of the RCPP Easement easement and the Federal share in the event the RCPP Easement easement is ever extinguished, terminated, or condemned in whole or in part; x. For RCPP Easements in which the United States will hold a right of enforcement, include the US right of enforcement clause as set forth in the appropriate version of the RCPP Minimum Deed Terms addendum. xi. For RCPP Easements easements acquired pursuant to an RCPP PPA through an alternative funding arrangement (AFA), ENTITY must attach or incorporate the RCPP minimum deed terms as described in paragraph 6 to the RCPP conservation easement deed below or must address the minimum deed requirements provided as Exhibit exhibit 5 to this PROGRAM AGREEMENT in its RCPP conservation easement deed. 6. ENTITY is authorized to use its own terms and conditions in the RCPP conservation easement deeds so long as the RCPP conservation easement deed contains the “RCPP Minimum Deed Terms” as stated in the appropriate version of the RCPP Minimum Deed Terms addendum. Prior to executing an individual Parcel Contract, ENTITY and NRCS, will determine which RCPP Minimum Deed Terms addendum is most appropriate to achieve the identified RCPP project purposes on a particular property. The RCPP Minimum Deed Terms addendum that must be used corresponds to the level of restrictiveness of the RCPP Easement easement as identified in the individual Parcel Contract. The entirety of the RCPP Minimum Deed Terms addendum must be either executed and attached as an exhibit to the RCPP conservation easement deed or incorporated into the body of the RCPP conservation easement deed. ENTITY’s own terms and conditions in the deed may not alter or defeat the intent, purpose, or effective enforcement by the Parties of the RCPP Minimum Deed Terms, RCPP, or the RCPP Easements acquired pursuant to this PROGRAM AGREEMENT. i. The terms of the RCPP Minimum Deed Terms addendum, whether attached as an exhibit to the RCPP conservation easement deed or incorporated into the body of the RCPP conservation easement deed, must not be modified except for appropriate formatting changes, selecting options, removing instructional provisions, and substituting, as needed, the defined terms for the RCPP conservation easement deed, baseline documentation report, Protected Property, and the Parties. ii. If the RCPP Minimum Deed Terms are attached as an exhibit to the RCPP conservation easement deed, the paragraph below, or equivalent paragraph contained in the version of the RCPP Minimum Deed Terms addendum attached as an exhibit to an individual Parcel Contract, is inserted at the bottom of the RCPP conservation easement deed: This Conservation Easement is acquired with funds provided, in part, under the Regional Conservation Partnership Program, (RCPP) (16 U.S.C. Section 3871 et. Seq. and 7 CFR part 1464). 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 RCPP Programmatic Partnership Agreement Number: RCPP Program Agreement Number: under applicable State law]. As required by the RCPP, and as a condition of receiving RCPP 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 RCPP Minimum Deed Terms in EXHIBIT that is appended to and made a part of this easement deed. [INSERT IN RCPP EASEMENT DEEDS THAT INCLUDE THE US RIGHT OF ENFORCEMENT: The rights of the United States acquired under this Conservation Easement shall be unaffected by any subsequent amendments or repeal of the RCPP.] iii. If ENTITY chooses to incorporate the RCPP Minimum Deed Terms into the body of the RCPP conservation easement deed, then the terms in Section I and Section II of the RCPP Minimum Deed Terms addendum must be incorporated into the body of the Eligible Entity’s RCPP conservation easement deed unmodified except as described in paragraph i above. In addition, the following paragraphs must be included in the RCPP conservation easement deed: a. [For RCPP Easements in which the United States will hold a right of enforcement, include the following in the Granting Clause 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). The rights of the United States acquired under this [INSERT TERM FOR CONSERVATION EASEMENT] shall be unaffected by any subsequent amendments or repeal of the Regional Conservation Partnership Program (RCPP) (16 U.S.C. Section 3871 et seq. and 7 CFR part 1464).” b. [Include in Recitals] “This [INSERT TERM FOR CONSERVATION EASEMENT] is acquired with funds provided, in part, under the Regional Conservation Partnership Program (RCPP) (16 U.S.C. Section 3871 et seq. and 7 CFR part 1464). As required by the RCPP, and as a condition of receiving RCPP funds, all present and future use of the [INSERT TERM FOR EASEMENT PROPERTY] identified in EXHIBIT (legal description or survey) is and will remain subject to the terms and conditions described in this [INSERT TERM FOR CONSERVATION EASEMENT] and will run with the land [SELECT ONE: in perpetuity OR for the maximum duration allowed under applicable State law].” c. [Include in Recitals] “The Regional Conservation Partnership Program (16 ] on the Protected Property (the “Conservation Values”). The [LANDOWNER NAMES] (collectively “Grantor”), the [QUALIFIED ENTITY NAMES] (collectively “Grantee”), and the United States of America (the “United States”) and its assigns, 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 [INSERT TERM FOR CONSERVATION EASEMENT] is acquired by the Grantee RCPP Programmatic Partnership Agreement Number: RCPP Program Agreement Number: d. [Include in Recitals or Body] “Baseline conditions of the [INSERT TERM FOR EASEMENT PROPERTY] 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].” iv. ENTITY must provide to NRCS a copy of the draft, unexecuted RCPP conservation easement deed and all exhibits, including the legal description, map or survey of the Parcel, at least 90 days before the appraisal to determine the Fair Market Value of the easement is commenced. NRCS NHQ must review and approve each RCPP conservation easement deed prior to ENTITY requesting an advance of the Federal share or closing on an RCPP Easement. If the RCPP conservation easement deed is substantively changed after the appraisal is completed, and those changes could potentially impact the fair market value of the easement, NRCS may require the ENTITY to obtain a new or supplemental appraisal based on the revised RCPP conservation easement deed. In addition to ensuring compliance with the requirements in Section VI(A)(5) and (6), NRCS NHQ will also review the deed to ensure that the Conservation Values in the RCPP conservation easement deed are consistent with the Conservation Values attached to this Program Agreement. 7. NRCS may require adjustments to the provisions identified in section VI(A)(5) above and require the addition of other provisions if NRCS determines that they are necessary to meet the purposes of the RCPP project as set forth in the PPA and protect the conservation values of the Protected Property. 8. ENTITY must perform necessary legal and administrative actions to ensure proper acquisition and recordation of valid RCPP Easements. 9. ENTITY must pay all costs of RCPP Easement acquisition and must operate and manage each RCPP Easement in accordance with its easement program, this PROGRAM AGREEMENT, the terms of the individual Parcel Contract, 16 U.S.C. Section 3871 et seq., and 7 CFR Part 1464. NRCS will have no responsibility for the costs or management of the RCPP Easements purchased by ENTITY. 10. NRCS will not be responsible for any costs, damages, claims, liabilities, and judgments arising from past, present, and future acts or omissions of ENTITY in connection with its acquisition or management of the RCPP Easements acquired pursuant to this PROGRAM AGREEMENT and associated, fully executed Parcel Contracts. This includes but is not limited to acts and omissions of 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. 11. ENTITY must prepare a baseline documentation report documenting the condition of each Parcel as of the time the RCPP Easement is acquired and include a completed baseline documentation report in the payment request package submitted to NRCS pursuant to the terms of the individual Parcel Contract. ENTITY must also provide NRCS a draft baseline documentation report at least 90 days before the planned closing date of the RCPP Easement. The baseline documentation report must contain maps, full descriptions, and pictures of— i. the Parcel location; ii. existing structures and infrastructure, including utility lines, barns, sheds, corrals, fences, ponds, watering facilities, and waste storage facilities; RCPP Programmatic Partnership Agreement Number: RCPP Program Agreement Number: iii. land use, land cover and its condition, including as applicable, but not limited to, wetlands, crops and crop rotations or for grasslands, the condition of the grassland, pasture, range, hay or forest lands, and animal inventories; iv. any problem areas; v. any special features or resource concerns, including the Conservation Values, for which the Parcel is being protected; vi. as applicable, irrigation rights and volume of irrigation water rights to be retained for the easement, and vii. any critical nesting habitat and the associated nesting seasons for grassland-dependent birds whose populations are in significant decline. 12. ENTITY must ensure the completion of an RCPP Easement plan for all RCPP Easements that are highly restrictive (e.g., uses limited to protection of conservation values) or moderately restrictive (e.g., conservation use with compatible agricultural uses) and as required or agreed-to for RCPP Easements that are minimally restrictive (e.g., agricultural use). The RCPP Easement plan must: i. Descri