Agreement to Manage Farm

Agreement to Manage Farm

Agreement made on the day of , 20, between , Inc., a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Owner, and of , referred to herein as Manager.

Whereas, Owner is the owner of farm properties which are more particularly described in Exhibit A attached to this Agreement and incorporated herein by reference; and

Whereas, Owner desires to employ Manager to supervise, maintain, service, manage, operate and lease to others those Properties under the terms and conditions of this Agreement;

Now, therefore, for and in consideration of the premises and of the mutual covenants contained in this Agreement and for other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

I. Farm Properties

A. The farm properties (hereinafter referred to as Properties), to come under the terms of this Agreement are listed, described and identified in Exhibit A. As used in this Agreement, Exhibit A will also mean the amended or revised list of all properties which may be under the management of Manager. Each property listed in Exhibit A, which may be amended, is referred to as a Property. No parcel of real property will be subject to the terms of this Agreement unless listed in Exhibit A. Exhibit A may be amended at any time during the continuance of this Agreement with the mutual consent of Owner and Manager by Owner's furnishing Manager with a list of the properties to be added. This list will contain the same information for each Property as in the case of other Properties previously listed under Exhibit A.

B. If Exhibit A lists more than one Property, Owner may at any time withdraw any Property listed on Exhibit A by giving to Manager at least days' notice in writing. The withdrawal will not affect or impair any right which has accrued to either party prior to the date when the withdrawal becomes effective. However, termination of this entire Agreement, as provided in Section V, will be distinguished from the withdrawal of individual Properties.

II. Duties of Manager

During the term of this Agreement, Manager will perform and discharge the following duties and responsibilities:

A. Manager will prepare and submit to Owner on or before the first day of of each year, with respect to each Property, an operating plan and an annual budget in form satisfactory to Owner. Each plan and budget will be based on information supplied by Owner as well as the existing conditions and information available to Manager. Each budget will include income, operating expenses, capital expenses and crop and/or livestock program for the following calendar year. On approval of the budget by Owner, which approval Owner may review and modify quarterly during that calendar year, Manager may incur the approved budgeted items of expense during each quarter of that calendar year without further approval from Owner. Manager will submit to Owner for payment all original bills properly documented and signed by Manager along with a statement stating that the activity involved has been completed as specified and previously approved by Owner. The payment of all expenses incurred by Manager and included in the budget approved by Owner will be the sole responsibility of Owner. Wherever possible, Manager will document all expenditures and revenues used in the budget. Any capital improvement not specifically authorized in the annual budget must be approved in writing by Owner.

B. All funds collected or received by Manager with respect to the Properties will be promptly forwarded to Owner at the address specified in Section VIII. Manager will not hold or maintain any funds in any separate or special account. All approved expenses and services to be paid for in connection with the management and operation of the Properties will be paid directly by Owner on receipt of billings approved by Manager and delivered to Owner for payment. It is the intent of this Agreement that all income from the Properties will be forwarded to and deposited with Owner, and that Owner will pay directly, all approved expenses attributable to the Properties.

C. Manager will comply with all reporting requirements for the Properties for ad valorem tax purposes and maintain records regarding assessments and taxes on each Property, investigate the assessment of taxes and assist in securing a proper assessment. Owner will pay all taxes and assessments.

D. Manager will care for, manage and monitor the operation of the Properties with Manager's employees, contract labor, purchase necessary supplies and equipment, market agricultural products, supervise repairs and maintenance, and in general, develop and manage the Properties in accordance with generally accepted accounting, managerial, leasing and agricultural practices in the area and report to Owner in a timely manner any problems in connection with the Properties.

E. Manager will maintain regular surveillance of the Properties as conditions warrant to: (1) monitor and control liming, irrigation, fertilizing, planting, chemical application, harvesting and delivery of crops; (2) discourage trespass, encroachment, vandalism or other damage to the Properties and improvements; (3) observe condition of the crops; and (4) supervise the lease obligations of any lessee for repair and maintenance of the Properties.

F. Manager will report to Owner and recommend for approval, and obtain estimates and arrange for, supervise, inspect and approve, the following services to be rendered by third-party independent contractors: (1) repair of the improvements located on the Property; and (2) do other work on the Property as Owner and Manager deem necessary for the preservation, maintenance and improvement of the Property, for which services Owner will pay to the third-party independent contractors the appropriate charges on receipt of the billings approved by Manager. Manager will locate and enter into contracts with third parties, provided Owner has previously approved the contractor and the contract price. Owner will pay for all services contracted.

G. Manager will lease to others the appropriate portions of the Property for farming purposes pursuant to the following lease terms approved by Owner:

1. All leases will be in writing;

2. All leases are to be prepared by Manager using the approved lease forms attached to this Agreement as Exhibit B. Any modifications, additions or deletions of an approved lease form will be subject to the prior written approval of Owner. The rental and all other terms and conditions of the leases will be subject to Owner's approval and will be in accordance with the leasing guidelines established by Owner with respect to the Properties;

3. Except as otherwise directed by Owner in a particular case, all leases will be in Owner's name;

4. Uniform Commercial Code Financing Statements will be filed in the appropriate records by Manager with respect to each approved lease in order to secure all rents and/or crop shares, or the proceeds from them, due to Landlord under those leases.

H. Manager will keep full and detailed records covering the operation and management of the Properties at Manager's offices at . Manager will keep an activity record showing the activities and the expenditures and revenues from these activities with respect to each Property. This record is to show a comparison of these activities to the budget and the operating plan. This record, together with a farm inspection report, is to be furnished to Owner not less than quarterly. Owner and Owner's accountants will have access to these records, as well as to all other books and records of Manager relating to the management and operation of the Properties, at all times during normal business hours. Manager will report annually to Owner on all income, expenses and cash transactions for the previous calendar year. In the event of the termination of this Agreement, true copies of all these records kept by Manager will be delivered to and will become the property of Owner. Owner will also have access to any computer data, but no computer programs, relating to the Properties which Manager has within its control.

I. Manager will advise Owner about participation in any government programs for agriculture. Manager will procure all forms and appropriate data, and execute in Owner's name, as agent for this particular purpose, and if approved by Owner, all documentation necessary for participation in these programs and report to Owner and any required government agencies, in a timely manner, various crop acreages planted and yields produced. This Agreement constitutes a power of attorney for this particular purpose.

J. Manager will negotiate and prepare farming leases for execution by Owner (except mineral leases), on the lease forms approved by Owner and attached as Exhibit B as these forms may be modified or supplemented from time to time by Owner. Manager will, during the term of this Agreement, sell, exchange or otherwise dispose of any crops accruing to Owner as a result of any leases or custom-farming agreements, including sales or marketing of commodities in advance of harvest or planting, provided Owner will have first approved of the sale or disposition and the methods and terms under those agreements.

III. Term

The term of this Agreement will commence on , and unless extended by written agreements between the parties, will expire on the earlier to occur of , or any event stated in Section V. This Agreement may be extended as agreed to in writing by the parties, not later than , preceding the applicable expiration date of this Agreement. During any extension term, all provides of this Agreement will continue to apply except as modified in any written agreement extending this term. Any reference to the terms of this Agreement will include any extension term.

IV. Management Fee

In consideration of Manager's services, Owner will pay to Manager a management fee based on the type of operation of the Property. Exhibit C sets out the fee percentage for each type of operation.

A. A market valuation of inventory, including growing crops, crops in storage, livestock on hand, uncollected rents, and other income items in inventory as of , will be made by Manager within days of the date of this Agreement, and with respect to any additional Property added to Exhibit A after , within days after the addition of the Property, and will be submitted to Owner. Owner will have days to file any written objections. If no written objection is filed, the inventory valuation will be deemed approved. Any objection will be resolved by the parties within days, or this Agreement will be terminated.

B. A valuation will be made by Manager as of the date of termination provided for, or with respect to any Property within days of the sale of that Property.

C. Manager's fee will cover all compensation and fees to which it is entitled for services in connection with the Properties, unless otherwise expressly agreed in writing. Manager will not receive any additional compensation or commissions for making disbursements or negotiating or renewing leases. Special reasonable fees may be charged for additional requested reports, settling insurance claims, supervising construction of capital improvements, and investigating or appealing any tax assessments, and Manager will account for and pass on to Owner all rebates and discounts received by Manager, if any, on disbursements or contracts on account of the Properties.

V. Termination

A. Manager may terminate its obligations on the failure of Owner to pay the fees and expenses in accordance with the terms of this Agreement. Manager will notify Owner, in writing, of the alleged failure to pay and if Owner does not cure the failure within days after receipt of the notice, Manager may then terminate this Agreement.

B. Owner may terminate this Agreement if Manager fails to perform its duties and its obligations in accordance with the terms of this Agreement. Owner will notify Manager, in writing of the alleged failure of performance and if Manager does not cure the failure within days after receipt of the notice, Owner may then terminate this Agreement.

C. This Agreement, except for the respective indemnifications of the parties contained in Section VIII-G, will automatically terminate on the occurrence of any of the following:

1. The filing of a voluntary bankruptcy petition by or with the consent of either party or the filing of any involuntary bankruptcy petition against either party that is not dismissed within days;

2. The dissolution or liquidation of either party;

3. With respect to any Property, on the sale of all or substantially all of that Property;

4. Manager's merger or consolidation with, or sale of substantially all its assets to a nonaffiliated third party, but only if Owner does not elect to continue this Agreement in effect by notifying Manager in writing;

5. This Agreement may be terminated by Owner or Manager without cause by giving days' prior written notice to the other party.

D. On termination of this Agreement, Owner will pay to Manager all amounts due and owing for services rendered under this Agreement prior to the date of termination and both parties will be discharged from any further obligation to each other except as expressly provided for. In the event there are growing or unharvested crops and the type of operation is other than cash rent and a suitable arrangement for continuing management through harvest is not feasible, then the fee will be prorated based on the latest budgeted revenue for the year in question, except that, with respect to any termination of the Agreement or withdrawal of any Property that occurred in , where there is a lease in effect on that Property or Properties, Manager will then be entitled to a fee equal to of the annual fee for that Property or Properties stated in Section IV. On termination of this Agreement for any reason or withdrawal of any Property, Manager will deliver to Owner the following with respect to each Property or with respect to the Property withdrawn, as the case may be:

1. A final accounting, reflecting the balance of income and expenses on each Property as of the date of termination or withdrawal to be delivered within days after termination or withdrawal;

2. Any balance of monies of Owner or tenant security deposits, or both, held by Manager with respect to each Property to be delivered immediately on termination or withdrawal;

3. All records, contracts, leases, receipts for deposits, unpaid bills and other papers or documents which pertain to each Property to be delivered immediately on termination or withdrawal. On termination or withdrawal, Owner will assume responsibility for payment of all approved or authorized unpaid bills.

VI. Insurance and Indemnification

A. Workers' Compensation and Employers’ Liability

Manager agrees to maintain, pay for (without reimbursement by Owner), and keep in force all workers' compensation insurance with limits in accordance with statutory law and employers’ liability with a minimum limit of $ with respect to its employees who are employed in connection with the performance of its obligations under this Agreement and to comply with any federal or state withholding tax, social security or unemployment laws existing or enacted in the future for the benefit of, or other laws affecting or respecting, the employment of those employees. Manager represents and acknowledges that it is an independent contractor and cannot contract for or on behalf of Owner without Owner's express written consent except as otherwise provided for in this Agreement. All persons engaged by Manager to perform work pursuant to this Agreement will either be independent contractors or employees of Manager. This Agreement is not one of agency by Manager for Owner, but one with Manager engaged independently in the business of managing properties, on his own behalf, as an independent contractor. All employment arrangements are solely Manager’s concern and Owner will have no liability with respect to it.

B. Automobile Liability Insurance

Manager agrees to maintain, pay for (without reimbursement by Owner) and keep in force throughout the term of this Agreement, Automobile Liability Insurance covering all owned, nonowned and hired vehicles used on connection with the performance of his obligations under this Agreement and to comply with any federal or state laws existing or enacted in the future concerning the operation of those vehicles. The limit of liability for this insurance will be no less than $ for the injury or death of one or more persons arising out of any one accident or occurrence and $ for damage to property. Owner will be named as an Additional Insured and Manager will, concurrent with the effective date of this Agreement and each renewal of this Agreement, deliver a certificate evidencing this Automobile Liability Insurance to Owner.

C. Commercial General Liability

Manager agrees to maintain, pay for (without reimbursement by Owner) and keep in force throughout the term of this Agreement, a Commercial General Liability policy including a Broad Form General Liability Endorsement in the minimum limit of $ combined single limit. Owner will be named as an Additional Insured and Manager will, concurrent with the effective date of this Agreement and each renewal of this Agreement, deliver a certificate of insurance evidencing this liability coverage to Owner. All policies of insurance required under this Agreement will provide Owner with a minimum of days' notice of cancellation or reduction in coverage.

D. Insurance by Owner

Owner agrees to provide and maintain, at Owner's cost and expense, insurance sufficient in Owner's judgment to furnish to Owner and Manager reasonable and adequate protection in the management and operation of the Property or Properties. This insurance will include: (1) fire and extended coverage insurance on the buildings and contents (to the extent that the buildings and contents are not insured by tenants) in an aggregate amount which will not be less than of the full insurable value of them and in no event below the minimum amount necessary to avoid the effect of co-insurance provisions in these policies; (2) Commercial General Liability insurance, in the amount of $ combined single limit; and (3) any other or additional insurance as Owner may deem appropriate. All insurance will be in the name of Owner, except that Manager will be named as an additional insured.

VII. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

VIII. Miscellaneous

A. All notices required or permitted under this Agreement will be in writing and will be effective at the earlier of the time when actually received by the party receiving the notice, regardless of the method of delivery, or business days after the time the notice is deposited in the United States mail, by first-class mail, registered or certified, in an envelope properly stamped and addressed to the parties at the following addresses:

Owner: ;

Manager: .

In the event the last day for giving any notice falls on a Sunday or a legal holiday, the last day will be the next business day which is not a legal holiday.

B. This Agreement will be governed by the law of the State of , and Manager will comply with all applicable laws in effect in each respective state in which the Properties are located.

C. This Agreement will be binding on the parties and their successors and permitted assigns. Manager may not assign this Agreement or any part of it to any party without the express written consent of Owner. In the event of any permitted assignment, Manager will remain primarily liable under it.

D. This Agreement contains the entire agreement of the parties and may not be changed orally, but only by a writing signed by both parties.

E. Should any claims, demands, actions or other legal proceedings be made or instituted by any person against Owner which arise out of any of the matters relating to this Agreement, Manager will give Owner all pertinent information and reasonable assistance in the defense or other disposition under this Agreement.

F. Owner's consents and approvals may be given only by representatives by Owner from time to time designated in writing by Owner's located at the address in or pursuant to Section VIII-A. All consents and approvals will also be in writing.

G. Manager agrees to defend, indemnify and hold Owner harmless from any lawsuits, loss, damage, liability, judgment, settlement, cost or expense (including attorney's fees) that Owner may suffer as a result of any claim or action alleging or claiming that Manager is not properly licensed or qualified to supervise, manage, service, maintain, operate and lease the Properties or otherwise perform its duties and obligations under this Agreement.

WITNESS our signatures as of the day and date first above stated.

(Attach Exhibits)