THIS AGREEMENT is made and entered into this day of ____ ,______ 19__, by and between ____________, hereinafter called "Landowner" and __________________, hereinafter called "Agency."

Whereas, the Landowner and Agency mutually recognize the natural, scenic and special character of the Conservation Premises described herein and have the common purpose of managing the premises to retain its natural values and character by entering into this Agreement, which shall guide the actions that shall be taken and set forth the services that shall be provided to help conserve the value, character, ecological integrity and hydrological integrity of the Conservation Premises, help conserve and maintain the animal and plant species that have been observed on the Conservation Premises, and prohibit non-agricultural development activity on the Conservation Premises, hereinafter referred to as the "conservation purposes" of this Agreement, subject to the provisions set forth herein; and

Whereas, the Landowner and Agency mutually recognize that the activities that take place on lands adjoining the Conservation Premises can and may have an impact or affect on the value, character, ecological integrity, hydrological integrity and/or the animal and plant populations on the Conservation Premises, and have the common purpose of managing these adjoining lands in such a manner so as to avoid completely or make the "best effort" to minimize any negative impact or affect upon the Conservation Premises;

Now, therefore, in consideration of the mutual covenants and agreements herein set forth, and other good and valuable consideration, Landowner does hereby agree to provide to Agency the services specified herein, and Agency does hereby agree to pay Landowner for said services to maintain the conservation values of a property situated in ____________ County, Florida, and more particularly described in Exhibit "A" which is attached hereto and made a part hereof, and hereinafter referred to as the "Conservation Premises" and, additionally, as the "Adjoining Lands."

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1.01. The purpose of this Agreement shall be sixfold:

(a) To prevent all residential, commercial, industrial and non-agricultural development on the Conservation Premises and Adjoining Lands during the term of the Agreement;

(b) To provide for the long-term management of the Conservation Premises to maintain the value of the property to ecosystem function (including location, quality, amount, and connection to other parcels and/or other natural systems), as described in Attachment 1;

(c) To provide for the long-term management of the natural habitats on the Conservation Premises, also as described in Attachment 1, so that these habitats may continue to provide food and cover and otherwise support the animal species that were observed on the premises on the date of the commencement of this Agreement;

(d) To encourage additional actions wherever possible to restore and improve these habitats so they will support additional indigenous and keystone species;

(e) To provide for the long-term management of the Adjoining Lands so the activities that take place on these lands do not interfere or conflict with (b), (c) and (d) above; and

(f) To provide other services, including access to the Conservation Premises for monitoring and/or for research, as described in Attachment 8.

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ADD PARAGRAPH THAT STATES:

Species that are mentioned in Attachment 1 are listed for the purposes of guidance only in developing the Farm Operation Document (Attachment 3) and Best Management Practices (Attachment 6) and in determining the services that the Landowner shall provide under this Agreement. Species that were observed on the property at the time that Attachment 1 was prepared may vary according to season, migratory patterns and other factors beyond the Landowner’s control. It is explicitly understood by the parties that the Landowner is not responsible under this Agreement for the health of any specific species, nor for maintaining specific numbers of any species, but is instead responsible for caring for and maintaining the habitats and other natural features of the property that contain and support these species.

1.02. Future uses consistent with these purposes shall be permitted without restriction. Future uses that are inconsistent with these purposes or that, in the Landowner’s best estimate, have the potential to interfere or conflict with these purposes, shall be strongly discouraged and shall require notification and discussion with the Agency, as provided in Paragraph 2.04(a) below.

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ARTICLE 2: DEMISE OF PREMISES

Description of Conservation Premises

2.01. Landowner agrees to provide to Agency the services specified herein, and Agency agrees to pay Landowner for said services, to maintain the conservation values of a parcel of land in _____________, County of _____________, State of Florida ("Conservation Premises" and "Adjoining Lands"), graphically depicted on Exhibit A (map) and Exhibit C (aerial photograph), and more particularly described by metes and bounds in Exhibit B, all of which are attached to this Agreement and made a part of it. In the event of any inconsistency between the depiction of the Conservation Premises and Adjoining Lands in Exhibit A and the description in Exhibit B, the metes and bounds in Exhibit B shall be the authoritative description. Exhibit C is attached for the purposes of showing the features of the Conservation Premises and Adjoining Lands which can be visually identified from an aerial survey, including the structures, roads, fields, groves, fences, ditches, and other improvements, and forest cover, wetlands and other natural features that were present and identifiable on the Conservation Premises and Adjoining Lands as of the commencement date of this Agreement.

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Land Subject to Liens, Encumbrances, and Other Conditions

2.02. This Agreement, the Conservation Premises and the Adjoining Lands are subject to all present liens, encumbrances, conditions, rights, easements, restrictions, rights of way, covenants, other matters of record, and zoning and building laws, ordinances, regulations, and codes affecting or governing the Conservation Premises and Adjoining Lands or that may affect and govern the Conservation Premises and the Adjoining Lands after the execution of this Agreement, and all matters that may be disclosed by inspection or survey.

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Qualifications and Reservations Concerning the Premises and Its Use, and Subordination of Agreement to Mortgages

2.03. This Agreement is subject and subordinate to:

(a) Any statement of facts that an accurate survey may show; present and future laws, ordinances, orders, rules and regulations of any governmental or public authority including, without limitation, those relating to zoning and use; and any restrictions, covenants and easements of record.

(b) Any and all present and future mortgages (and their renewals, modifications, consolidations and extensions) on the Conservation Premises and Adjoining Lands.

(c) Any present or future dispositions (including, without limitation, sales or leases) of (1) any sub-surface interest in the Conservation Premises and Adjoining Lands (including, without limitation, oil, gas and mineral interests), (2) limerock or (3) forest or timber products; and this right of disposition shall, without limitation, include all related incidental rights (including, without limitation, rights of ingress and egress). For any portions of the surface of the Conservation Premises and Adjoining Lands used by Landowner under this "(c)", and correspondingly denied to Agency, Agency shall be credited, on a pro-rata basis (time and space), against the Fees for Services payable by Agency under Article 3. Landowner shall also compensate the Agency for any lasting or permanent damage caused by Landowner to the habitats, natural areas and/or other natural resources covered by this Agreement, as provided under Paragraph 9.02.

(d) Surface and sub-surface water resources shall be available for agricultural production at levels authorized for the Conservation Premises and Adjoining Lands on the commencement date of this Agreement.

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Expansion of Current Use

2.04. (a) In the event Landowner seeks to expand the current agricultural production or use of the subject properties, or expand use of the subject properties for hunting leases, Landowner must submit a proposed modification of the Farm Operation Document (Attachment 3) to Agency. If the proposed modification is denied because of concerns for its impact on the Conservation Premises, Landowner and Agency shall make their best effort to work together in good faith to find a practical, cost-effective way in which the proposed modification can be accommodated without causing, or by greatly minimizing, any negative impact or affect that the modification might have on the Conservation Premises. If this approach is not possible or practical, the Landowner and Agency shall continue to make their best effort to work togther in good faith to find a means to mitigate, offset or make reparations for any damage or impact that the proposed modification might cause on the Conservation Premises. Finally, if it is not possible to modify, accommodate, mitigate or make reparations for the proposed modification without causing irreparable damage and harm to the value, character, ecological integrity, hydrological integrity, and /or animal and plant species on the Conservation Premises, the proposed modification shall be denied without further compensation to the Landowner. If the Agency fails to act in good faith under this provision and does not utilize its "best effort" to find an acceptable accommodation prior to denying the proposed modification, and the Landowner can satisfactorily document and/or demonstrate said failure, the Landowner shall be entitled to a penalty payment of ten percent (10%) of the total fees due the Landowner under this Agreement, plus reimbursement for all costs incurred in documenting and/or demonstrating said failure.

(b) deleted

(c) In the event Landowner seeks to take any other action or make any other use of the subject properties that is not related to agricultural production and/or hunting and that, in the Landowner’s best estimate, is inconsistent with or has the potential to interfere or conflict with the purposes of this Agreement, Landowner must notify Agency of said action or use in writing at least thirty (30) days in advance of taking said action or initiating said use. If Agency agrees that said action or use has the potential to interfere or conflict with the purposes of this Agreement, Landowner and Agency shall take the steps set forth in 2.04(a), above, to find a practical, cost-effective way in which the proposed action or use can be modified and accommodated, or if that is not possible or practical, to find a means to mitigate, offset or make reparations for any damage or impact that the proposed action or might cause on the Conservation Premises. Finally, if it is not possible to modify, accommodate, mitigate or make reparations for the proposed action or use without causing irreparable damage and harm to the value, character, ecological integrity, hydrological integrity , and /or animal and plant populations on the Conservation Premises, the proposed action or use shall be denied without further compensation to the Landowner.

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[NOTE: There was extensive discussion in the project’s workshops about Paragraphs 2.04 (a), (b) and (c), above. The language above resulted from these discussions. Participants in the discussions suggested the following language also should be added to the agreement for purposes of clarification:

[The entire compensation package should be negotiated within the context of each specific Farm Operation Document that will be put place for each property.

[The Farm Operation Document (Attachment 3) should include a description of expanded agricultural uses that are most likely to receive serious consideration by Landowner during the term of the Agreement. This would cover uses that are the "best prospects" for expansion, based on the Landowner's "best estimate" of future conditions (for example, the Landowner may already have permits to convert native or improve pastures to citrus). In addition, the Farm Operation Document should include a description of other expanded uses the Landowner might entertain. This would cover uses that are less likely to occur but, depending on market conditions and other factors, could conceivably be considered at some date in the future.

[Uses that are not acceptable to the Agency also should be thoroughly discussed during negotiations for this Agreement. The purpose of these negotiations is to ensure that uses that might have been contemplated by the Landowner, but will not be permitted by the Agency under the terms of this Agreement, are clearly enumerated in the Farm Operation Document. These negotiations will have a direct effect on the compensation that the Landowner receives under this Agreement. The purpose of these negotiation also is to ensure that the Landowner knows at the commencement of the Agreement which expanded uses of the property will not be allowed. The payment per acre that is provided under the Agreement will therefore be arrived at by mutual consent with this consideration in mind. In accepting the agreed-upon payment (as a lump sum, as an annual payment, or as a base annual payment for X years, with an escalated annual payment beginning in year X ) the Landowner will accept the restrictions on expanded uses that have been negotiated.

[Because conditions can change, even following the best thought-out and best-intentioned negotiation, Paragraph 2.04 (a) allows the Landowner to request a modification of the Farm Operation Document (Attachment 3) at any time during the term of the Agreement. It also requires that the request must be seriously considered and a sincere effort must be made by the Agency to accommodate the request; if not, the Agency is subject to a significant penalty. Language also has been included under Paragraph 3.01(b) to require the Agency to work with the Landowner to prepare a status report on the Agreement at least once every five (5) years. The purpose of this report will be to determine if any changes should be made in the Agreement, its administration, the services the Landowner is to provide under the Agreement (as described in Attachments 4 and 5), the fees paid to the Landowner (per Attachment 4), whether any "bonus payments" are due to the Landowner (per Attachment 5), and whether any modifications are necessary or desirable in the Farm Operation Document (Attachment 3) or Best Management Practices (Attachment 6).

[It also was pointed out during the review of the original "Private Habitat Conservation Lease," which led to this draft of the Resource Conservation Agreement, that "the development of a flexible farm plan to allow for future uses is extremely important." It was noted that, "The Farm Operation Document must include and incorporate provisions for (1) intensification, (2) ecotourism, (3) recreation, (4) conversion of a certain percentage of suitable land (soil type improved, etc) for future uses."

[Possible language to incorporate these points follows:

[(d) Both parties agree that the expanded agricultural uses that are most likely to receive serious consideration by Landowner during the term of the Agreement, and expanded uses the Landowner might entertain, were thoroughly discussed during the negotiations leading up to this Agreement and are incorporated into the Farm Operation Document (Attachment 3).

[(e) Both parties further agree that the uses that were deemed to be not acceptable to the Agency also were thoroughly discussed and are clearly enumerated in the Farm Operation Document so that all parties to this Agreement, including any future parties to this Agreement, will know which expanded uses of the property are not allowed. The payment per acre that is described herein was arrived at by mutual consent with these considerations in mind. Therefore, in accepting the agreed-upon payment that is specified herein, the Landowner hereby accepts the restrictions on expanded uses that are described in the Farm Operation Document.]

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Use of Land

2.05. (a) Permitted Use of the Subject Properties. The Conservation Premises and the Adjoining Lands are currently utilized for agricultural production (or if not agriculture, describe current use:_______________) as described in specific detail in Attachment 2 (Current Agricultural Production Detail) and Attachment 3 (Farm Operation Document) to this Agreement. It is the intent of this Agreement that the current uses shall continue, and these properties shall remain available and conducive for the continuation of the current uses, for agricultural production and maintenance of native landscapes through the terms of this Agreement. Landowner may make all use of the subject properties that is consistent with the terms of this Agreement and is consistent with the intent of keeping the land available for agricultural use while maintaining its conservation values. Attachment 3 (Farm Operation Document) describes the current farm conditions and will guide the agricultural operation intended for the Conservation Premises and the Adjoining Lands. It is explicitly understood by both parties that the phrase "keeping the land available for agricultural use" includes the right to maintain any and all existing buildings, roads, fences, fish ponds and drainage ditches, and to construct and operate barns, fences and other structures or facilities necessary or useful to agriculture and related activities, subject to obtaining all consents and permits lawfully required therefore. "Maintenance" of roads, fish ponds, and drainage ditches shall include the right to clear, dredge, and reconstruct roads, fish ponds, and drainage ditches of similar sizes and types on or near the current locations.

(b) Prohibited Uses. The subject properties shall not be used for any purposes that interfere or conflict with the intent of keeping the Conservation Premises and the Adjoining Lands available for agricultural production; in native landscapes to maintain the ecological and hydrological functions that existed on the premises on the commencement date of this Agreement; and to encourage restoration and/or development of additional habitat for animal species that frequent the property. However, nothing in this Agreement shall require the Agency or Landowner to take any action to restore the condition of the Conservation Premises after any Act of God or other event over which they had no control.

(c) Future Uses. Landowner shall submit to Agency, as a proposed modification to the existing Farm Operation Document (Attachment 3), any contemplated action that will substantially change the management of the Conservation Premises and the Adjoining Lands, or their permits or farm plans; however, it remains Landowner’s responsibility to meet all applicable laws, regulations and codes in order to receive Agency’s approval.

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No Representation or Warranty Concerning Condition or Suitability of Land

2.06. Agency accepts the Conservation Premises and Adjoining Lands in their present condition ("as is") without any representation or warranty by Landowner as to such condition. Landowner shall not be responsible for any visible or hidden defect or any future change in the condition of the Conservation Premises and Adjoining Lands not contemplated in this Agreement. Landowner makes no representation or warranty, expressed or implied, as to the suitability or fitness of the Conservation Premises and Adjoining Lands or its appurtenances for any use of Agency.

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ARTICLE 3. TERM AND FEES FOR SERVICES

Term of Agreement

3.01. Agency’s obligation to pay Fees for Services to ensure proper management of the Conservation Premises and the Adjoining Lands in accordance with this Agreement shall be for an initial term of twenty (20) years ("Term"), commencing on _____[date or date of this Agreement] and ending on _____[date], unless terminated at an earlier date for any reason set forth in this Agreement.

(a) The term of this Agreement shall be from_____,_____ ,_____ to _____,_____ , _____both dates inclusive, unless sooner terminated as herein provided.

(b) The Agency shall work in cooperation with the Landowner to prepare a status report on this Agreement at least once every five (5) years. The first status report shall be completed and submitted to the U.S. Department of Agriculture, Natural Resources Conservation Service no later than __________ [date]; the second status report shall be completed and submitted to the U.S. Department of Agriculture, Natural Resources Conservation Service no later than __________ [date]; and the third status report shall be completed and submitted to the U.S. Department of Agriculture, Natural Resources Conservation Service no later than __________ [date]. A final report shall be completed and submitted to the U.S. Department of Agriculture, Natural Resources Conservation Service no later than six (6) months following termination of this Agreement. Should this Agreement be renewed according to the provisions in Paragraph 3.02 below, status reports shall continue to be completed and submitted at ensuing five- (5-) year intervals. All requirements and costs of preparing said reports shall be bourne by the Agency. The reports shall describe the status of the habitats, wetlands and other conservation features covered by this Agreement and indicate whether the condition of these features has improved, remained the same or declined and, if they have declined, if the decline is the result of natural ecological fluctuations, and/or are due to causes beyond the Landowner’s control, and if said decline can be reversed. The reports shall include statements from the Agency and from the Landowner concerning whether each party is satisfied with the Agreement and its administration, whether either party has concerns about the Agreement and its administration, or whether either party feels that any changes are necessary or desirable in the Agreement, its administration, the services which the Landowners is to provide under the Agreement, the fees paid to the Landowner, and the documents that make up the Agreement, including the Farm Operation Document (Attachment 3) and Best Management Practices (Attachment 6). These reports shall form the basis for determining if any changes should be made in the Agreement and whether any "bonus payments" are due to the Landowner as provided in Paragraph 0.00 and Attachment 5 (Additional Fees for Services).

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Automatic Renewal

3.02. Landowner must notify Agency in writing of intent to terminate Agreement at least three (3) years prior to the termination date set forth in 3.01(a), above. If Landowner fails to make written notification to Agency of intent to terminate Agreement prior to the seventeenth (17th) anniversary date of the commencement of this Agreement, the Agreement shall automatically renew itself for one year periods on each anniversary date of the Agreement until Landowner (or his or her assigns) makes formal written notice of intent to terminate Agreement.

(a) Agency shall notify Landowner in writing of this provision on at least two occasions, the first of which shall be ninety (90) days prior to the sixteenth (16th) anniversary date of the Agreement and at the second of which shall be ninety (90) days prior to the seventeenth (17th) anniversary date of the Agreement . Agency shall ask if Landowner wishes to provide written notification to terminate Agreement, and shall explain the consequences to Landowner if Landowner does not provide timely written notification as required in the paragraph above. Agency shall also confirm that the Fees for Services and/or other compensation in effect at the time of said notice shall continue to be made to the Landowner without interruption in the manner provided herein in the event that Landowner does not provide said notification. Once Agency has complied with this provision, Agency shall be under no further obligation to request a written notice of termination from the Landowner.

(b) If Landowner fails to provide timely written notification of Landowner’s intent to terminate this Agreement and the Agreement is automatically renewed, Agency shall be obligated to continue making annual Fees for Services payments and/or shall provide other compensation to the Landowner as set forth herein until the Agreement is terminated. If said payments and/or compensation are not made or provided in a timely manner, this Agreement shall not be renewed for any additional period and shall terminate on the date set forth herein.

(c) If Agency holds over after the expiration of the Agreement Term for this or any other reason, and continues to pay Fees for Services and/or provide other compensation as set forth herein without objection from Landowner, then all the terms and conditions of this Agreement shall remain in full effect on a year to year basis.

(d) Once written notification has been received by the Agency of the Landowner’s intent to terminate the Agreement, the Agreement shall continue in full effect for three (3) full years from the date of receipt by the Agency of said notification. This three- (3-) year transition period is mandated in order to allow all parties ample time to determine how the properties subject to this Agreement shall be affected and governed by the land use regulations that are in effect at the time of termination of the Agreement, and to allow the parties time to negotiate public acquisition of the property or a permanent conservation easement on the property, if either of those courses are decided upon by the parties.

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Fees for Services

3.03. Agency shall pay the following Fees for Services to Landowner, without notice or demand and without abatement, reduction, or set-off for any reason, at the office of Landowner or any other place that Landowner may designate in writing. The Fees for Services shall be payable at the following annual rates for the following periods of the Agreement:

_____ through _____, an annual fee of $_____ , which fee is based on an average rate of $___ per acre for the services that apply to the "Conservation Premises" and an average rate of $ ___ per acre for the services that apply to the "Adjoining Lands."

_____ through _____, an annual fee of $_____ , which fee is based on an average rate of $___ per acre for the services that apply to the "Conservation Premises" and an average rate of $ ___ per acre for the services that apply to the "Adjoining Lands."

_____ through _____, an annual fee of $_____ , which fee is based on an average rate of $___ per acre for the services that apply to the "Conservation Premises" and an average rate of $ ___ per acre for the services that apply to the "Adjoining Lands."

After ____[date], Fees for Services shall be payable at the minimum annual rate of $___ ("Minimum Fee for Services"), subject to adjustment as provided in this Article 3.

Fees for Services shall be payable in equal annual installments in advance on the ___ day of _____ each year. If any payment is not received within ___ days after the date when due, Agency shall pay a late charge of ___ percent [suggest 2% over prime] of the payment due for that year. If this Agreement is to commence on a date other than the date when annual payments shall be made, then on the date of commencement Agency shall pay Fees for Services for the fractional portion of the year on a per diem basis from the date of commencement until the day when annual payments shall be made.

The Agency may make payment of all Fees for Services that are described herein for the entire term of the Agreement in a single lump sum, upon commencement of this Agreement, with proceeds invested in a zero-coupon bond through which annual payments can be made to the Landowner or his or her designee, as provided above. Should the Agency choose this payment option, sufficient funds to cover all additional Fees for Services and all "bonus payments" that may become payable during the term of the Agreement (per Paragraph 3.04 and Attachment 5) shall also be invested at the onset of the Agreement in separate zero-coupon bonds, with annual payments authorized to the Landowner if and when the additional Fees for Services and/or bonus payments become due. If not, upon termination of this Agreement, all funds invested in the separate zero-coupon bonds shall revert to the Agency or Agencies that invested said funds.

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Fees for Services and Agency’s Expenses

3.04. (a) Agency agrees to pay to Landowner the total sum of $_____ , as set forth in Paragraph 3.03, over the term of this Agreement as a fixed Fee for Services in consideration for the services described herein and in Attachment 4, $______ of which is payable upon the execution of this agreement.

(b) Basic Fees for Services. In consideration for this Agreement, Landowner shall receive compensation for:

(1) preventing all residential, commercial, industrial and non-agricultural development on the Conservation Premises and the Adjoining Lands as identified herein (Exhibits A and B) for the term of the Agreement;

(2) for managing the Conservation Premises to maintain the value of the property to ecosystem function (including location, quality, amount, and connection to other parcels and/or other natural systems), as described in Attachment 1, for the term of the Agreement;

(3) for managing the Conservation Premises to maintain the natural habitats on the Conservation Premises, also as described in Attachment 1, so that these habitats may continue to provide food and cover and otherwise support the animal species that were observed on the premises on the date of the commencement of this Agreement; and

(4) for managing the Adjoining Lands so that the activities that take place on these lands do not interfere or conflict with (2) and (3) above.

The basic Fee for Services compensation to be paid by Agency to Landowner is more specifically defined in Attachment 4 to this Agreement. This Agreement does not grant to Agency any continuing interests in land, either real or implied, but, instead, provides the aforementioned rights to the Agency as a "service" and prohibits the Landowner from exercising these rights during the Agreement term. This Agreement is a Management Agreement that specifies that the Landowner shall manage the identified properties in such a way as to maintain their ecological functions throughout the Agreement term in a manner that is at least equal to, if not, over time, better than what is found on these properties on the commencement date of this Agreement. The management activities that the Landowner is to perform as part of this Agreement are more specifically defined in the Farm Operation Document, which is included as Attachment 3 to this Agreement, and in the Best Management Practices Document, which is included as Attachment 6 to this Agreement. This Agreement is also a Service Contract that provides certain rights to the Agency as a service and specifies that Landowner shall perform other identified services and/or allow the Agency to perform identified services (such as using the property for research and installing improvements on the property for research), as described in Attachment 8.

The basic Fee for Services for the Landowner also includes the following menu of compensation: [Note: tax credits, annual payments and other compensation paid to Landowner shall be calculated on a per acre basis on a sliding scale -- except in paragraph 3.04(3) below -- which shall be determined by the intensity of use on the lands subject to this Agreement, with the highest payment being for natural areas that have significant or notable natural resources, ecological functions or populations of threatened and endangered species (the "Conservation Premises"); the second highest payment for native pasture (which may be considered part of the "Conservation Premises" or part of the "Adjoining Lands"); the third highest payment for improved pasture (which generally will be considered part of the "Adjoining Lands"); and so on, with the compensation per acre descending proportionately as the intensity of the land's use increases]:

(c) Landowner shall be granted all Federal Income, Capital Gains and Estate tax credits that may be approved by the U.S. Congress and may accrue to and/or become a part of these Agreements in the future.

(d) deleted

(e) Landowner shall be granted the lowest ad valorem tax for the Conservation Premises and the Adjoining Lands during the term of the Agreement and shall be exempt from any special assessments.

ADD: Pass through sales tax?

(f) Florida Agricultural Use Assessment Law (Green Belt Law) of the State of Florida shall be used for assessing ad valorem taxes.

ADD: Agency shall work with the Landowner to consolidate all permits and regulatory requirements for the property and its agricultural operations into the Farm Operation Document (Attachment 3) so the document can act as a comprehensive operating plan that will satisfy all permits, regulations and requirements from all governmental entities, or all participating entities, for the term of the Agreement.

ADD: Agency shall work with Landowner use this Agreement as an "umbrella" agreement to consolidate all conservation plans, cost-share programs, best management practices and conservation programs that currently apply to the property, or might apply to the property in the future, into a single agreement.

Additional Fees for Services shall be paid under the following circumstances:

(g) Right of First Refusal. Agency shall offer Landowner a "bonus payment" of $____ per acre per year in addition to the basic Fees for Services during the term of the Agreement and/or a lump sum payment of $____ on ______ [date] to obtain the right of first refusal to purchase the Conservation Premises and Adjoining Lands from the Landowner and/or his or her assigns should these properties be offered for sale at any time during the term of the Agreement and/or within five (5) years after termination of the Agreement.

(h) Conversion of Agreement to Conservation Easement. Agency shall have the right to enter into discussions with the Landowner and/or his or her assigns at any time during the term of the Agreement and/or within five (5) years after termination of the Agreement in order to negotiate a permanent conservation easement on the Conservation Premises and/or the Adjoining Lands. Agency shall offer Landowner a "bonus payment" of $____ should these negotiations result in Landowner granting a conservation easement on any portion of the Conservation Premises and/or the Adjoining Lands.

(i) deleted

(j) deleted

(k) Longer Agreement. Agency shall offer Landowner a "bonus payment" of $____ per acre per year in addition to the basic Fees for Services during the term of the Agreement and/or a lump sum payment of $____ on ______ [date] to obtain the right to enter into a longer Agreement, with a term of _____ [40/50/60 years], with the Landowner and/or his or her assigns at any time during the term of the Agreement.

(l) Improved Habitats, Wildlife Populations and/or Ecological Functions. Agency shall offer Landowner a "bonus payment" of $____ per acre per year in addition to the basic Fee for Services during the remaining balance of the Agreement term if surveys of the identified properties show that actions taken by the Landowner have improved habitats, wildlife populations and/or other ecological functions so that the identified properties: (1) support additional species of plants and/or animals beyond those that were present on the commencement date of the Agreement, including indigenous and keystone species, as observed and noted in Attachment 1; (2) support expanded populations of threatened and/or endangered species that were present on the commencement date of the Agreement, as observed in Attachment 1; and/or (3) have improved other specific ecological functions on the subject properties in a way that can be documented and attributed to actions taken by the Landowner.

(m) Additional Access. Access to the Conservation Premises and the Adjoining Lands by the Agency and/or the Agency’s representatives is limited to one visit per year, which is more fully described in Paragraph 9.01. To gain additional access to the Conservation Premises and/or the Adjoining Lands, as more specifically described in Attachment 8, Agency shall offer Landowner a premium of $____ per acre per year in addition to the basic Fee for Services during the term of the Agreement and/or a lump sum payment of $____ on ______ [date].

ADD: Monitoring by Landowner. The Agency and Landowner may mutually agree for the Agency to train the Landowner to monitor the property and to report the results to the Agency on an annual basis, as described in Paragraph 9.01 (a). These reports shall be subject to review and verification by the Agency and may be supplemented with aerial or remote sensing methods of monitoring. Monitoring by the Landowner shall be considered a separate service that shall be compensated by an additional payment of $____ per year.

(n) deleted

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3.05. All acts required by this Agreement to be done by Agency as consideration therefor, either at the inception of this agreement, during the term of this agreement or at the conclusion of this agreement, shall be done promptly at the Agency’s expense. In the event that Agency fails to perform any of the conditions required as consideration for this agreement or at the conclusion of this agreement, Landowner may, after ninety (90) days written notice to Agency of such failure to perform, perform such consideration, or contract to perform such consideration at Agency’s expense.

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3.06. Time is of the essence of this agreement.

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Time and Manner of Payment

3.07. All Fees for Services due under this Article shall be paid by Agency on a yearly basis and in advance, on the first business day of each year. All installments of Fees for Services shall be paid in lawful money of the United States to the ___________ [name of bank] at ________ [address], for the account of Landowner, unless and until Landowner notifies Agency in writing to make no further payment to this Bank and designates in writing some other bank in ___________ [city and state], as the depository of the Fees for Services.

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Interest on Delinquent Payments

3.08. Fees for Services installments unpaid for shall bear interest at the rate of two percent (2%) over prime per annum, commencing on the day after each installment was due and continuing until the installment is paid as provided in Paragraph 3.05, above.

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ARTICLE 4. USE AND CONSTRUCTION OF IMPROVEMENTS

Primary Use

4.01. deleted

4.02. Agency explicitly contracts with Landowner to carry out the management practices described in Attachment 6, which are intended to help ensure the continued ecological and hydrological integrity of the Conservation Premises and ensure that the Conservation Premises shall remain suitable for and capable of providing cover and food and otherwise supporting the species described in Attachment 1. Agency shall have only very limited access to the Conservation Premises and Adjoining Lands, as described in Paragraphs 3.04(m) and 9.01, unless otherwise provided in Attachment 8, and shall, instead, rely on the Landowner to honor the intent and purpose of this Agreement and carry out the management practices prescribed herein.

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Agency’s Right to Construct Buildings and Other Improvements

4.03. Agency shall not have the right to construct structures, buildings, and other improvements ("Improvements") on the Conservation Premises, except as provided in Attachment 8, without the prior approval of Landowner, and without compensation to the Landowner, as provided in Paragraph 3.04(n).

ARTICLE 5. DELETED

ARTICLE 6. LAWS AND GOVERNMENTAL REGULATIONS

Responsibilities of Landowner and Agency Not Affected

6.01. Other than as specified herein, this Agreement is not intended to impose any legal or other responsibility on the Landowner, or in any way to affect any existing obligation of the Landowner as owner of the subject properties. Among other things, this shall apply to:

(a) Taxes. The Landowner shall be solely responsible for payment of all taxes and assessments levied against the subject properties, except as provided under the provisions of Article 3 or Article 5.

(b) Upkeep and Maintenance. The Landowner shall be solely responsible for the upkeep and maintenance of the subject properties, to the extent it may be required by law, as required by this Agreement and as set forth in Attachment 6, unless Agency is granted additional access to the Conservation Premises as described in Attachment 8, in which case Agency shall be bound by the additional responsibilities and obligations that shall be set forth in Articles 4, 5, 6 and 8.

ARTICLE 7. DELETED

ARTICLE 8. INSURANCE AND INDEMNITY

Paragraphs 8.01 through 8.04 deleted.

Indemnification of Landowner

8.05. Landowner shall not be liable for any loss, damage, or injury of any kind or character to any person or property arising from any use of the Conservation Premises or Improvements, or caused by any defect in any building, structure, equipment, facility, or other improvement on the Conservation Premises, or caused by or arising from any act or omission of Agency, or any of its agents, employees, licensees, or invitees, or by or from any accident, fire, or other casualty on the land, or occasioned by the failure of Agency to maintain the premises in safe condition. Agency waives all claims and demands on its behalf against Landowner for any loss, damage, or injury, and agrees to indemnify and hold Landowner entirely free and harmless from all liability for any loss, damage, costs, or injury of other persons, and from all costs and expenses arising from any claims or demands of other persons concerning any loss, damage, or injury, caused other than by the negligent or intentional act or omission of Landowner.

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Public Liability Insurance and Indemnification

8.06. (a) Agency agrees to and shall, prior to the execution of this agreement, secure from a good and responsible company or companies doing insurance business in the State of Florida and maintain during the entire term of this Agreement, public liability insurance in the minimum amount of $500,000.00 for loss from an accident resulting in bodily injury to or death of persons, and $100,000.00 for loss from an accident resulting in damage to or destruction of property. Agency agrees that Landowner shall be named as an additional insured on the aforementioned policies of insurance. The insurer shall be acceptable to Landowner. Written proof of such insurance coverage shall be supplied to Landowner at or prior to the execution of this Agreement. Any such proof shall include a statement or verification by the insurer or his agent that Landowner will receive all notices or any riders, waivers, exclusions, renewals, non-renewals or terminations of the insurance.

(b) Agency agrees to indemnify and hold harmless Landowner from and against any and all claims, demands and causes of action, and expenses (including, without limitation, reasonable attorney's fees) arising from injuries to property or persons or deaths occurring, during the terms of Agreement, on the Conservation Premises or in connection with any acts or omissions of Agency or Agency’s representatives, employees or invitees in or about the Conservation Premises. However, this shall not entitle Landowner to any reimbursement which is provided for and has been paid under another insurance policy purchased by Agency for benefit of Landowner.

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ARTICLE 9. DAMAGE OR DESTRUCTION OF HABITAT OR IMPROVEMENTS

Enforcement

9.01. The Agency shall have the right to prevent and correct violations of the terms of this Agreement. With reasonable advance notice to Landowner, as provided herein, the Agency and/or the Agency’s representatives may enter the property for the purpose of inspecting for violations. Said entry is limited to one visit every year, which shall be for a duration of up to twelve (12) hours to physically inspect the Conservation Premises to ensure that all provisions of this Agreement have been and are being met by the Landowner. Said visit shall take place on or about ___ [day] of _____ [month] of each year, and shall be confirmed in advance by written notice to the Landowner of the Agency’s intent to visit the Conservation Premises, which shall be received by the Landowner no less than 30 calendar days in advance of the proposed date of the visit. Said visit shall not be allowed during certain times, such as during hunting season, and may be subject to change at the request of the Landowner, providing Landowner makes request at least 30 calendar days in advance the date of the proposed visit. The visit shall be arranged at a time and on a date that is convenient to the Landowner. The Landowner shall have the right to be present or to have an representative present during the Agency’s visit to the property. The Agency has the right to monitor the Conservation Premises and all activities that take place on or near the Conservation Premises at any time by an aerial survey. This right allows the Agency and/or designated representatives of the Agency to fly over the Conservation Premises for the purposes of visual inspection and/or aerial photography, providing that said overflights are conducted in such a way so as not to disturb or interfere with the Landowner’s agricultural operations and/or other bonafide business activities, and the Landowner’s right to the quiet and peaceable enjoyment of his or her property. If the Agency finds what is a violation, it may at its discretion take appropriate legal action. Except when an ongoing or imminent violation could irreversibly diminish or impair the value, character, ecological integrity, hydrological integrity and/or the animal and plant populations on the Conservation Premises, the Agency shall give the Landowner written notice of the violation and ninety (90) days to correct it, before filing any legal action. If a court with jurisdiction determines that a violation may exist or has occurred, the Agency may obtain an injunction to stop it, temporarily or permanently. A court may also issue an injunction requiring the Landowner to restore the Conservation Premises to its condition prior to the violation. The failure of the Agency to discover a violation or to take immediate legal action shall not bar it from doing so at a later time.

ADD: (a) The Agency and Landowner may mutually agree for the Agency to train the Landowner to monitor the property and to report the results to the Agency on an annual basis. These reports shall be subject to review and verification by the Agency and may be supplemented with aerial or remote sensing methods of monitoring. Agency also reserves the right to request a visit to the property to verify monitoring reports submitted by the Landowner. Such request must be made at least 30 calendar days in advance the date of the proposed visit, shall be arranged at a time and on a date that is convenient to the Landowner, and may not be allowed during certain times, such as during hunting season. Monitoring by the Landowner shall be considered a separate service that shall be compensated by an additional payment of $____ per year.

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Damage or Destruction by Landowner; Option to Repair or Compensate

(a) Within __ days after receipt of written demand by Agency, Landowner shall commence and diligently pursue completion of the repair, restoration, or replacement of the damaged or destroyed habitat, natural area and/or natural resource on the Conservation Premises, and this Agreement shall remain in full force and effect, with no abatement in Fees for Services. Landowner shall pay all costs necessary to restore the habitats, natural areas and/or other natural resources covered by this Agreement to the condition that existed on the Conservation Premises on the commencement date of this Agreement.

(b) If Agency determines that it is not possible to repair, restore, or replace the damaged or destroyed habitats, natural areas and/or other natural resources covered by this Agreement, Agency shall terminate this Agreement on that portion of the Conservation Premises that has been damaged or destroyed on _____ days written notice to Landowner and any lender under Article ____ of this Agreement. In addition, as just compensation for said damage or destruction, Landowner shall be required to locate, negotiate for and pay to establish permanent protection of a similar habitat, natural area and/or natural resource on another property in the State of Florida through a fee simple purchase or a perpetual conservation easement that shall be donated by the Landowner to the Agency, or another designee of the Agency’s choosing, and shall be of the same quality and contain the same area, acreage or amount of habitat, natural area and/or other natural resource that was damaged on the Conservation Premises.

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Damage or Destruction by Agency; Option to Repair or Compensate

9.03. In the event that the Conservation Premises, or any part of them are damaged or destroyed by any cause whatsoever on the part of the Agency, Landowner may elect either of the following options:

(a) Within __ days after receipt of written demand by Landowner, Agency shall commence and diligently pursue completion of the repair, restoration, or replacement of the damaged or destroyed habitat, natural area and/or natural resource on the Conservation Premises, and this Agreement shall remain in full force and effect, with no abatement or increase in Fees for Services. Agency shall pay all costs necessary to restore the habitats, natural areas and/or other natural resources covered by this Agreement to the condition that existed on the Conservation Premises on the commencement date of this Agreement.

(b) If Landowner determines that it is not possible to repair, restore, or replace the damaged or destroyed habitats, natural areas and/or other natural resources covered by this Agreement, Agency shall terminate this Agreement on that portion of the Conservation Premises that has been damaged or destroyed within _____ days upon written demand by Landowner and shall provide written notice of said termination to any lender under Article ____ of this Agreement. In addition, as just compensation for said damage or destruction, Agency shall be required to transfer the full fee simple interest in one of its other properties to the Landowner, or, if that is not possible or acceptable to Landowner, Agency shall locate, negotiate for, purchase and convey the full fee simple interest in another property in the State of Florida to the Landowner, that shall be of the same quality and contain the same area, acreage or amount of habitat, natural area and/or other natural resource that was damaged on the Conservation Premises.

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Acts of God

9.04. Nothing in this Agreement shall require the Agency or Landowner to take any action to restore the condition of the Conservation Premises after any Act of God or other event over which they had no control.

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ARTICLE 10. CONDEMNATION

Interests of Parties

10.01. If the Conservation Premises or any part of these premises is taken for public or quasi-public purposes by condemnation in any action or proceeding in eminent domain, or is transferred in lieu of condemnation to any authority entitled to exercise the power of eminent domain, the interests of the Landowner and Agency in the award or consideration for the taking or transfer and the effect of the taking or transfer on this Agreement shall be governed by this Article 10.

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Termination on Total Taking

10.02. If all or substantially all of the Conservation Premises are taken or transferred as described in Paragraph 9.02, this Agreement and all of the rights, title and interest under this Agreement shall cease on the date that title to the Conservation Premises vests in the condemning authority, and the proceeds of the condemnation shall be divided between Agency and Landowner [specify apportionment formula or other method of allocating proceeds]. For the purposes of this Article 10, "all or substantially all of the Conservation Premises" shall be deemed to have been taken if ___ percent or more of the gross floor area of the Improvements is taken and/or if ____ percent or more of the total acreage of the Conservation Premises or its essential habitats, hydrological features and/or ecological functions is taken and cannot be restored or repaired so as to be suitable for the conduct of business conducted on the Conservation Premises, and/or continuation of the habitat management activities and other purposes set forth in this Agreement.

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Termination on Partial Taking

10.03. If less than all or less than substantially all of the Conservation Premises is taken or transferred as described in Paragraph 10.01, and, if in the Agency’s opinion, the remainder of the Conservation Premises is in a location, or in a form, shape or reduced size that makes it impossible to effectively and practicably continue habitat management activities on the remaining Conservation Premises, then this Agreement shall terminate on the date title to the portion of the Conservation Premises taken or transferred vests in the condemning authority. The proceeds of the condemnation shall be divided between Agency and Landowner _____[specify apportionment formula or other method of allocating proceeds].

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Continuation With Fees for Services Abatement After Partial Taking

10.04. If less than all or substantially all of the Conservation Premises is taken or transferred as described in Paragraph 10.01, and if in Agency’s opinion the remainder of the Conservation Premises is in a location and a form, shape, or size that makes it possible for Agency to effectively and practicably continue habitat management activities on the remaining Conservation Premises, this Agreement shall terminate as to the portion of the Conservation Premises taken or transferred as of the date title to the portion vests in the condemning authority. However, this Agreement shall continue in full force and effect as to the portion of the Conservation Premises not taken or transferred. From and after the date of taking or transfer, the Fees for Services required to be paid by Agency to Landowner shall be reduced during the unexpired portion of this Agreement by that proportion of the annual Fees for Services that the value of the part of the Conservation Premises taken or transferred bears to the value of the total Conservation Premises. These values shall be determined as of the date immediately before any actual taking. The proceeds of the condemnation shall be divided __[specify apportionment formula or other method of allocating proceeds].

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Voluntary Conveyance

10.05. Nothing in this Article 10 prohibits Landowner from voluntarily conveying all or part of the Conservation Premises to a public utility, agency, or authority under threat of taking under the power of eminent domain. Any voluntary conveyance shall be treated as a taking within the meaning of this Article 10.

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ARTICLE 11. DELETED

ARTICLE 12. DEFAULT

Events of Default

12.01. (a) Any one or more of the events listed in Subparagraphs (b) through (f) (c) of this Paragraph 12.01 shall constitute a default under this Agreement.

(b) Agency’s failure to pay Fees for Services within ___- days after the Fees for Services becomes due and payable in accordance with the terms, covenants, and agreements of this Agreement shall constitute a default under this Agreement.

(c) Agency’s failure to observe or perform or cause to be observed or performed any other term, covenant, or agreement under this Agreement, and continuation of this failure for a period of ___ days after Landowner’s written notice to Agency specifying the nature of Agency’s failure shall constitute a default under this Agreement. However, a failure as described in this Subparagraph (b) shall not constitute a default if it is curable but cannot with reasonable diligence be cured by Agency within a period of ___ days, and if Agency proceeds to cure the failure with reasonable diligence and in good faith.

(d) deleted

(e) deleted

(f) deleted

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Notice of Election to Terminate Agency’s Possession Rights

12.02 Subject to the provisions of Article ____, if any event creating default occurs, Landowner may elect to terminate Agency’s rights of possession under this Agreement after ___ days from the date of service of notice of the election. If this notice if given, all of Agency’s rights, responsibilities and obligations in and to the Conservation Premises and Adjoining Lands shall expire completely at the expiration of the ___ days

12.03. deleted

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Agency’s Liability for Accrued Fees for Services

12.04. The expiration or termination of this Agreement pursuant to Paragraphs 3.01 or 12.02 of this Agreement shall not relieve Agency of its liability and obligation to pay the Fees for Services and any other charges accrued prior to these events, or relieve Agency of liability for damages for breach. These liabilities and obligations of Agency shall survive any expiration or termination of the Agreement.

12.05. deleted

12.06. deleted

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Costs Incurred Due to Breach

12.07. Agency expressly agrees to pay all expenses that Landowner may incur for reasonable attorney's fees or brokerage commissions, and all other costs paid or incurred by Landowner for enforcing the terms and provisions of this Agreement, reletting the Conservation Premises, restoring the Conservation Premises to good order and condition, altering, repainting or otherwise repairing the same for reletting, and for maintaining the Conservation Premises.

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Remedies

12.08. (a) If (1) Agency defaults in the payment of any Fees for Services or sum payable under this Agreement or (2) Agency defaults, for ten (10) thirty (30) days after written notice, in the performance of any terms, promises, covenants or conditions of this Agreement other than the payment of such Fees for Services or sums, the term of this Agreement shall, at Landowner’s option, exercised by ten (10) thirty (30) days prior written notice to Agency, terminate. In case of any such default Landowner shall be entitled to damages for Agency’s breach of this Agreement which shall include but not be limited to reasonable attorney's fees and costs. Venue for any such action shall be in the County Court or Circuit Court in and for _____________ County, Florida.

(b) All rights and remedies of Landowner are cumulative, and the exercise of any shall not preclude the exercise of others either under this Agreement or by law.

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Waiver of Jury Trial

12.09. Landowner and Agency waive any right to trial by jury in any action, proceeding or counterclaim brought by either against the other as to any action or matter arising out of or related to this Agreement or arising out of Agency’s use or access to the land and any claim or injury, death or damage.

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Waiver of Default

12.10. No waiver of default by Landowner to Agency of any breach of any term, condition or covenant in this Agreement shall be deemed to be a waiver of any other breach of the same or any other term, condition or covenant contained herein. No waiver of default by Landowner to Agency for the breach of any term, condition or covenant in this Agreement shall be done except in writing.

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Arbitration

12.11. All disputes, claims and questions regarding the rights and obligations of the parties are subject to arbitration. In case of dispute, either party may make a demand for arbitration by filing such demand in writing with the other party. If the parties agree on a single individual selection, there shall be one arbitrator. If no agreement as to an arbitrator is reached within thirty (30) days after demand for arbitration, there shall be three (3) arbitrators, one named in writing by the Landowner and the second by the Agency within forty-five (45) days after demand for arbitration, and a third chosen by the two who are appointed. The single arbitrator's decision shall be binding; if there are three arbitrators, the decision of any two of them shall be binding. No one shall act as an arbitrator who in any way has a financial or ownership interest in the subject properties. Should either party refuse or neglect to appoint an arbitrator or to furnish the arbitrators with any necessary papers or information, they are empowered by both parties to proceed ex parte. The decision of the arbitrators shall be a condition precedent to any right of legal action that either party may have against the other. The arbitrators shall fix their own compensation, unless otherwise agreed upon, and shall assess the costs and charges of the arbitration on either or both parties.

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ARTICLE 13. EXPIRATION OF TERM

13.01. deleted

Agency’s Removal of Movable Objects

13.02. Agency shall have the right to remove from the Conservation Premises all movable fixtures, movable equipment, and articles of personal property used or procured for use in connection with the operation of this Agreement on or before the Expiration Date, provided that Agency shall promptly repair, or cause to be repaired, any damage resulting to the Conservation Premises by reason of removal. Any fixtures, equipment, or articles of personal property of Agency that remain at or on the Conservation Premises after the Expiration Date shall be deemed to have been abandoned by Agency, and may either be retained by Landowner as its property or disposed of by Landowner without accountability to Agency for the value of these fixtures, equipment, or articles of personal property, or any proceeds derived from the sale of these items.

13.03. deleted

13.04. deleted

13.05. deleted

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ARTICLE 14. GENERAL PROVISIONS

No Waiver of Breach by Landowner’s Actions

14.01. The failure of Landowner to seek redress for violation of, or to insist on the strict performance of any covenant, agreement, term, provision, or condition of this Agreement shall not constitute a waiver of the covenant, agreement, term, provision, or condition. The receipt by Landowner of Fees for Services with the knowledge of the breach of any covenant, agreement, term, provision, or condition of this Agreement shall not be deemed a waiver of that breach.

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Waiver of Any Provision Must Be Written

14.02. No provision of this Agreement shall be deemed to have been waived, unless the waiver is in writing and signed by the party against whom enforcement is sought. No payment by Agency or receipt by Landowner of a lesser amount than the Fees for Services stipulated in this Agreement shall be deemed to be other than for the payment of Fees for Services and other charge owning by Agency, as Landowner shall elect. No endorsement or statement on any check or any letter accompanying any check or payment as Fees for Services shall be deemed binding on Landowner or deemed an accord and satisfaction, and Landowner may accept a check or payment from Agency without prejudice to Landowner’s right to recover the balance of the Fees for Services or other charges owning by Agency, and without limitation on Landowner’s right to pursue each and every remedy in this Agreement or provided by law. Each right and remedy of Landowner provided for in this Agreement shall be cumulative and in addition to every other right or remedy provided for in this Agreement, or now or later existing at law, in equity, by statute, or otherwise.

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Amendment of Agreement

14.03. This Agreement may be amended only with the written consent of Agency and Landowner. Any such amendment shall be consistent with the purposes of this Agreement and the Agency’s contract amendment policies, if any.

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Grammatical Usage

14.04. (a) Where the context requires, gender and number shall be deemed interchangeable.

(b) deleted

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Entire Agreement

14.05. This Agreement and the Exhibits annexed to this Agreement contain the entire agreement between Landowner and Agency, and any agreement made after the execution of this Agreement between Landowner and Agency shall be ineffective to change, modify, waive, release, discharge, terminate, or effect a surrender or abandonment of this Agreement, in whole or in part, unless that agreement is in writing and signed by the party against whom the enforcement is sought.

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Notices

14.06. All notices and demands of any kind that either party may be required or may desire to give to the other in connection with this Agreement must be given by registered or certified mail, return receipt requested, with postage fully prepaid, and addressed to the party to be served at the party's address as set forth in Article 15. Any notice shall be deemed received on the first attempted delivery. Any party may change the address to which the notices to that party are to be directed by notice given in the manner provided in this Paragraph 13.05.

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Landowner’s Right of Entry

14.07. Landowner retains all rights of ownership, including the rights of access and use of the Conservation Premises and Adjoining Lands.

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Agency’s Right of Entry

14.08. Agency (and its representatives, employees and invitees) may only enter the Conservation Premises as provided in Paragraph 9.01 and as further set forth in Attachment 8.

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Public Access

14.09. This Agreement does not convey to the public any right of access to the Conservation Premises or the Adjoining Lands.

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Partial Invalidity or Unenforceability

14.10. If any term, covenant, or condition of this Agreement shall be invalid or unenforceable to any extent, the remainder of the terms, covenants, and conditions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

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Meaning of Term Landowner

14.11. The term Landowner, as used in this Agreement in relation to Landowner’s covenants and agreements under this Agreement, shall be limited to mean and include only the owner or owners of the fee title to the Conservation Premises at the time in question. In the event of any conveyance of this fee title, Landowner named in this Agreement and each subsequent owner shall be automatically relieved, at the date of the conveyance, of all liability in respect to the performance of any of Landowner’s covenants and agreements remaining to be performed after the date of conveyance, and each new owner shall be bound by all of the covenants and agreements remaining to be performed under the Agreement during the time of that party’s ownership.

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Relationship of Parties

14.12. The relationship of Landowner and Agency is solely that of an independent contractor under this Agreement. Agency has no interest in Landowner’s enterprises; nor, is Landowner an employee, agent or representative of Agency. This Agreement shall under no circumstances be construed as a joint venture or partnership or employment contract between Landowner and Agency.

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Satisfaction of Judgment Against Landowner

14.13. Anything contained in this Agreement to the contrary notwithstanding, Agency agrees to look solely to the Conservation Premises and Landowner’s interest in the Conservation Premises for the collection and satisfaction of any judgment that Agency may obtain against Landowner because of Landowner’s failure to observe or perform any of its covenants or obligations under this Agreement, including, but not limited to, the breach of covenant of quiet enjoyment, whether express or implied. If Agency receives any judgment resulting from Landowner’s failure to observe or perform any of its covenants or obligations under this Agreement, Agency further agrees not to collect or execute, or attempt to collect or execute, that judgment out of or against any other assets or properties of Landowner.

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Individuals Benefitted by Agreement

14.14. This Agreement shall inure to the benefit of and be binding on Landowner and Agency and their respective distributees, personal representatives, executors, successors, and assigns except as otherwise provided in this Agreement.

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Benefit - Burden

14.15. This Agreement shall inure to the benefit of, apply to, and bind the heirs, successors and assigns of Landowner. It shall apply to and bind the personal representatives of Agency and, if Landowner’s written consent to assignment has been obtained, the successors and assigns of Agency.

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Transfer of Property

14.16. Any time the Conservation Premises and/or Adjoining Lands, or any interest therein, is transferred by the Landowner to any third party, the Landowner shall notify the Agency in writing prior to the transfer of the subject property, and the document of conveyance shall expressly refer to this Agreement.

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ARTICLE 15. DOCUMENTATION AND RECORDING OF AGREEMENT

Estoppel Certificates

15.01. Landowner or Agency shall have the right to request the other party to provide an estoppel certificate, as described below, without charge, ___ days after requesting party sends a written notice. This estoppel certificate shall consist of a written statement certifying the following information to the requesting party or to any person specified by that party:

(a) That this Agreement is unmodified and in full force and effect; or, if there have been any modifications in this Agreement, that this Agreement is in full force and effect as modified, specifying the nature of each modification.

(b) The date through which the Fees for Services and other charges payable under this Agreement have been paid.

(c) Whether the other party to this Agreement is in default in the performance or observance of any covenant, agreement, condition, term, or provision contained in this Agreement, to the best knowledge of the certifying party, and, if so, specifying the nature of each default the certifying party has knowledge of.

(d) Any other information with respect to this Agreement and the Conservation Premises that the requesting party shall reasonably request.

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Memorandum of Agreement and Recording

15.02. As soon as practicable after execution of this Agreement, Landowner and Agency shall execute, in recordable form, a Memorandum of Agreement in the form annexed to this Agreement as Exhibit D, the Agency shall record the Memorandum of Agreement in the office of the Clerk of Circuit Court, County of _______________ , State of Florida.

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ARTICLE 16

Notices and Addresses

16.01 All notices provided to be given under this agreement shall be given by certified mail or registered mail, addressed to the property party, at the following address:

Landowner:_____________________________

_____________________________

_____________________________

Agency:_____________________________

_____________________________

_____________________________

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ARTICLE 17

Assignment of Agreement and Subcontracting of Services

[Language to be added]

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IN WITNESS WHEREOF, Landowner and Agency have executed and signed this Agreement or have caused this Agreement to be executed and signed on the ___ day of ____, 199__.

________________________________

Agency

________________________________

Landowner

ACKNOWLEDGMENT BY INDIVIDUAL

State of _____________

County of ___________

I certify that on this ___ day of ___, 199___, ____________, personally appeared before me and acknowledged under oath, to my satisfaction, that he is the person who is named in and who executed the foregoing instrument, and the he signed, sealed and delivered this instrument as his act and deed for the purpose expressed in this instrument.

________________________

Notary Public

(S E A L)

[or]

ACKNOWLEDGMENT BY CORPORATION

State of____________

County of__________

I certify that on this ___ day of ___, 199___, ____________,_____________ of the corporation named in the foregoing instrument personally appeared before me and acknowledged under oath, to my satisfaction, that he signed and delivered and delivered this instrument as an officer of the named corporation, and that this instrument is the voluntary act and deed of that corporation as authorized by its Board of Directors.

________________________

Notary Public