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HomeMy WebLinkAboutbocc.ord.027.2002 AN ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO APPROVING THE ACQUISITION OF A CONSERVATION EASEMENT AND OPTION AGREEMENT WITH THE CAPITAL CREEK RANCH COMPANY (CHILDS RANCH) ORDINANCE #02!) —0-?— RECITALS 1. The Pitkin County Open Space and Trails Program was created in 1990 to preserve lands of outstanding scenic, ecological, recreational, and agricultural values. 2. The Capital Creek Ranch Company lands ("Childs' Ranch") cover 1506 acres along three miles of Capital Creek adjacent to National Forest and the Maroon Bells/Snowmass Wilderness Area. The Ranch is possessed of outstanding scenic, habitat, agricultural values, and provides recreational access along Nickelson Creek into public lands. 3. The Childs desire to sell Pitkin County a conservation easement that would limit further development to five additional houses and one rural and remote cabin. The location of the five houses will be set forth in the conservation easement and are also the subject of an application to rezone 1254 acres of the ranch into rural and remote, and to grant 1041 approval to the house site locations. 4. The Conservation Fund (Fund) was approached by Robert Child several years ago to structure this arrangement. In consultation with the Open Space and Trails Board, the Conservation Fund has entered into three contracts with Capitol Creek Ranch Company ("CCRC") and Robert W. Child. Jr. The contracts are (1) the "Child Contract" (purchase of 65-Acre Parcel by the Fund); (2) the "Exchange Agreement" (exchange of 65-Acre Parcel by the Fund for 753 acre South Conservation Easement); and (3) the "North Conservation Easement Contract" (option for Fund to acquire North Conservation Easement). Finally, Fund desires to enter into an agreement with Pitkin County "Conservation Fund-Pitkin County Contract" to facilitate transactions whereby the County will acquire the South Conservation Easement and the Fund will assign the North Conservation Easement Contract to the County. The four contracts are collectively referred to as the "Capitol Creek Ranch Contracts." 5. The transactions contemplated in the Capitol Creek Ranch Contracts involve the following properties: (1) the 1406-acre, more or less, Capitol Creek Ranch property currently owned by Capitol Creek Ranch Company(the "CCRC Property", or the "Ranch'); (2) the adjacent 65-acre, more or less, property owned by Robert W. Child, Jr. (the "65-Acre Parcel"); and (3) the adjacent 35-acre, more or less, parcel owned by IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII 0477431 Page: I of 4 1/6/003 12:12P J SILVIA DAVIS PITKIN COUNTY CO R 0.00 D 0.00 Ordinance# Page 2 CCRC and Robert W. Child, Jr. (the"35-Acre Parcel"). The total acreage involved in these transactions is 1506 acres. Collectively the three parcels are referred to as the "Childs' Ranch". 6. Under the Capitol Creek Contracts the Fund intends to acquire the 65-Acre Parcel for the purpose of conveying it to CCRC, which is an adjoining landowner, in exchange for a conservation easement encumbering 753 acres, more or less, located on the southern portion of the CCRC Property(referred to as the "South Conservation Easement") pursuant to the Exchange Agreement. The South Conservation Easement will be conveyed jointly to the Fund and the County. 7. Under the North Conservation Easement Contract the Fund has obtained an option to acquire a conservation easement that will encumber the 753-acre northern portion of the Properties (the "North Conservation Easement"). 8. The intent of the County, the Fund, and the Childs is that the Child Contract and the Exchange Agreement close in a simultaneous closing with the result that The Conservation Fund and the County own the South Conservation Easement, that CCRC owns the 65-Acre Parcel, and that the northerly 753-acres, more or less, of the Properties are subject to the and that the northerly 753-acres, more or less, of the Properties are subject to the terms of the Option described in the North Conservation Easement Contract, and that the Fund will assign its interest in the North Conservation Easement Contract Option to the County. 9. Nickelson Creek Road traverses the ranch and provides access to National Forest Lands in the vicinity of Haystack Mountain. The road is steep and terminates at a trail entering into the National Forest, and is more appropriate for non-motorized use. The exact extent of the County's road right of way up Nickelson Creek road is undetermined. A condition of the Childs contracts is that the County vacate that right of way in exchange for a parking and trail easement along the same route. 10. In light of the numerous local entities who have contributed financial resources to developing these agreements, including Pitkin County, the Western Colorado Agricultural Heritage Fund, and the Aspen Valley Land Trust, the Conservation Fund has waived its normal fee and seeks only reimbursement for its out of pocket expenses. 11. Because of the high conservation value of the Childs' Ranch, the Open Space and Trails Board of Trustees on August 15, 2002 resolution unanimously recommended to the Board of County Commissioners that the County spend $ 1,650,000 of Open Space and Trails funds this year for the acquisition of the South Conservation Easement and Option on the North Conservation easement, and set aside a further $1,350,000 prior to the sunset of the open space mill levy in 2010 earmark for closing on the North Conservation easement in 2012. 12. The acquisition of the South Conservation Easement and Option for the North Conservation Easement were not anticipated during the preparation of the year 2002 Open Space budget so a supplemental budget appropriation is required for these transactions. 477431 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII IIIIIIIIIIII IIII 0Page: 2 of 4 19 6/03 12:12P U SILVIR DAVIS PITKIN COUNTY CO R 0.00 D 0.00 Ordinance# 7 Page 3 NOW THEREFORE, BE IT ORDAINED, by the Board of County Commissioners of Pitkin County, Colorado as follows: 1. Consistent with the Recitals above, the Board approves the acquisition of the Childs' Ranch South Conservation Easement for $1,500,000 which covers 753 acres and eliminates further residential development except for one rural and remote cabin site to be located in conformance with the County Land Use Code at a future date. Of the 21 TDRs that will be associated with this 753 acres following the rezoning proposed by an accompanying land use application, one TDR will be reserved for a cabin site, seven may be transferred to adjoining lands owned by the Childs, three will be conveyed to the Childs for subsequent sale, and ten will be extinguished by this purchase. 2. Consistent with the Recitals above, the Board approves the acquisition of an option to acquire the Childs' Ranch North Conservation Easement with an option payment of$150,000 this year and with a purchase price balance of$1,350,000 due in the year 2012, except provided that any sales of the 14 TDRs associated with the rural and remote portion of the land under the North Conservation Easement will be credited against the purchase price. Said 753 acre North Conservation Easement will restrict the associated land to no more than five new houses in addition to the two currently existing and the location of these dwellings will be prescribed in both the conservation easement and the Rezoning and 1041 approval granted by the County to the Childs concurrent with these agreements. 3. The Board approves the vacation of the County right of way along Nickelson Creek in return for a conveyance by CCRC and Robert Child of a Parking and Trail Easement to allow non-motorized public access to adjoining National Forest Lands. 4. The Chair is authorized to execute a contracts associated with the South Conservation Easement and an Option Contract for the North Conservation Easement consistent with this Ordinance, and is authorized to execute such other documents as may be necessary to finalize this transaction. 5. Adjustments are made to the year 2002 budget as follows: OPEN SPACE AND TRAILS FUND Previous Revised Budget This Change Pro* Budget South Conservation Easement 0 1,500,000 1,500,000 North Conservation Easement Option 0 150,000 150,000 Reimbursement of Conservation Fund Expenses 0 25,000 25,000 Closing Costs 0 10 000 10 000 Total 1,685,000 1,685,000 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIiIIIII 4 77431 IJillllll Pegg 3 14 SILVIA DAVIS PITKIN COUNTY CO 01/16/2003 12:12P R 0.00 D 0.00 Ordinance# Page 4 INTRODUCED, FIRST READ, AND SET FOR PUBLIC HEARING ON THE 28TH DAY OF AUGUST 2002. NOTICE OF PUBLIC HEARING PUBLISHED IN THE WEEKEND EDITION OF THE ASPEN TIMES ON THE 31st OF AUGUST, 2002. a-7 APPROVED AT SECOND READING AND PUBLIC HEARING ON THE �611 DAY OF SEPTEMBER, 2002. PUBLISHED AFTER ADOPTION IN THE WEEKEND EDITION OF THE ASPEN TIMES ON THE 21st DAY OF SEPTEMBER, 2002. ATTEST: BOARD OF COUNTY COMMISSIONERS ' OF PITKIN COUNTY, COLORADO 2 PtteJones Patti Kay-Clapper ty Clerk Chairperson Date: 10ir- I I - (v APPROVED AS TO FORM: _—�--- - y^ S J John Ely Hilary Smith b Co ttorney County Manager ale Will rector Open Space and Trails Program IIIIIIIIIIIIIIIIIIIIIII 31 page: 4 of 4 6/20/ 3 12:12P IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII R0.00 D0.00 SILVIA DAVIS PITKIN COUNTY CO ii CONTRACT FOR INTEREST IN CONSERVATION EASEMENT AND ASSIGNMENT OF OPTION (Child Property- Pitkin County, Colorado) THIS CONTRACT FOR INTEREST IN CONSERVATION EASEMENT AND ASSIGNMENT OF OPTION (the"Agreement') is entered into this&2day of September, 2002, by and between THE CONSERVATION FUND, a Maryland non-profit corporation with offices at 1800 North Kent Street, Suite 1120, Arlington, Virginia 22209 Attention: General Counsel (facsimile number: 703-525-4610) (the"Fund") and the PITKIN COUNTY BOARD OF COUNTY COMMISSIONERS, a body corporate and politic, 530 Main Street, Aspen, CO 81611 (facsimile: 970- ) (the"County"). The following exhibits are attached hereto and made a part of this Contract: Exhibit 1: Child Contract Exhibit 2: Exchange Agreement Exhibit 3: North Conservation Easement Contract RECITALS: A. The Fund has entered into three contracts with Capitol Creek Ranch Company ("CCRC") and Robert W. Child. Jr. (collectively referred to as "Seller"). The contracts are referred to as (1) the"Child Contract' (purchase of 65-Acre Parcel by the Fund); (2) the "Exchange Agreement' (exchange of 65-Acre Parcel by the Fund for South Conservation Easement); and (3) the "North Conservation Easement Contract' (option for Fund to acquire North Conservation Easement). The three contracts are collectively referred to as the "Capitol Creek Ranch Contracts." The Capitol Creek Ranch Contracts are attached hereto as Exhibits 1, 2 and 3. B. The transactions contemplated in the Capitol Creek Ranch Contracts involve the following properties: (1) the 1406-acre, more or less, Capitol Creek Ranch property currently owned by Capitol Creek Ranch Company(the "CCRC Property", or the"Ranch"); (2) the adjacent 65-acre, more or less, property owned by Robert W. Child, Jr. (the "65-Acre Parcel"); and(3) the adjacent 35- acre, more or less, parcel owned by CCRC and Robert W. Child, Jr. (the"35-Acre Parcel'). The total acreage involved in these transactions is 1506 acres. Collectively the three parcels are referred to as the "Properties". C. The Properties are located in the Capitol Creek valley. The Properties include a residence and other structures, meadows, ranchland and open areas. The Properties include significant natural areas which provide habitat for a variety of CAwordata\tct\Child\County contract\contract 2 1 09/26/02 animals including deer, elk, small mammals and birds. The Properties also provides a wildlife corridor to adjacent properties. D. Under the Capitol Creek Contracts the Fund intends to acquire the 65-Acre Parcel for the purpose of conveying it to CCRC, which is an adjoining landowner, in exchange for a conservation easement encumbering 753 acres, more or less, located on the southern portion of the CCRC Property (referred to as the "South Conservation Easement")pursuant to the Exchange Agreement. The South Conservation Easement will be conveyed jointly to the Fund and the County. E. Under the North Conservation Easement Contract the Fund has obtained an option to acquire a conservation easement that will encumber the 753-acre northern portion of the Properties (the"North Conservation Easement'). F. The Seller and the Fund intend that the Child Contract and the Exchange Agreement close in a simultaneous closing with the result that The Conservation Fund and the County own the South Conservation Easement, that CCRC owns the 65-Acre Parcel, and that the northerly 753-acres, more or less, of the Properties are subject to the terms of the Option described in the North Conservation Easement Contract. G. The Fund entered into the Capitol Creek Ranch Contracts based upon the agreement of the Fund and the County to enter into this Agreement. The Fund and the County intend that at closing the Fund will cause the South Conservation Easement to be granted jointly to the Fund and the County, and that the Fund will assign its interest in the North Conservation Easement Contract Option to the County, in exchange for the consideration described herein. AGREEMENT: The parties agree as follows: 1. PROPERTY. Contingent upon closing on the Capitol Creek Ranch Contracts, at the closing on the Capitol Creek Ranch Contracts (the"Closing") the Fund will cause the South Conservation Easement to be granted jointly to the Fund and the County. At the Closing the Fund will also assign its interest in the Option to acquire the North Conservation Easement to the County. The form of the South Conservation Easement and the Assignment of Option will be agreed upon by the parties during the Inspection Period under the Capitol Creek Ranch Contracts. 2. PURCHASE PRICE. The purchase price ("Purchase Price") for the South Conservation Easement and Assignment of Option is One Million Six Hundred Fifty Thousand and no/100s Dollars ($1,650,000.00). The Purchase Price shall be paid by the County to the Fund in cash, certified funds, or by wire transfer of federal or other immediately available funds at Closing. The Fund intends to use CAwordata\tct\Child\County contract\contract 2 2 09/26/02 the Purchase Price to pay the purchase price and option payments required to be paid at Closing under the Capitol Creek Ranch Contracts. 3. COSTS AND FEES; REIMBURSEMENT TO THE FUND. Closing costs and fees shall be paid by the County. Per page recording costs, if any, shall be paid by the County. All other Closing costs shall be borne by the County. The County also agrees to reimburse the Fund for its costs and expenses related to the Capitol Creek Ranch contracts or this Agreement, including but not limited to, surveys, telephone, postage, printing, travel, closing costs, legal fees, appraisals, Phase One reports, property taxes, interest, endowments, environmental reports, and title insurance, and the Deposit paid under the Child Contract (collectively the "Transaction Costs") within thirty (30) days of receipt of an invoice for such costs and expenses. 4. TAXES. The Seller shall remain responsible for all taxes owing on the Properties, as described in the Capitol Creek Ranch Contracts. 5. NOTICES. All notices required or permitted hereunder will be deemed to have been delivered only upon actual delivery thereof. All notices required or permitted hereunder shall be given by hand delivery, or sent by telecopier, or sent by Federal Express or other courier for delivery at the soonest possible time offered by such courier, directed as follows: If to the County: at the address or fax number shown above with a copy to: Mr. Dale Will Pitkin County Open Space & Trails 530 E. Main Aspen, CO 81611 Fax: 970-920-5198 If to the Fund: THE CONSERVATION FUND 1800 North Kent Street, Suite 1120 Arlington, Virginia 22209 Attn: Richard Erdmann, Esquire Fax: 703-525-4610 with a copy to: Ms. Sydney Macy The Conservation Fund CAwordata\tct\Child\County contract\contract 2 3 09/26/02 �"� 1942 Broadway, Suite 323 Boulder, CO 80302 Fax: 303-938-3763 6. MISCELLANEOUS. 6.1. Broker's Commission. The parties each represent to the other that they have not contracted with any broker or finder with regard to this transaction. Each party agrees to indemnify, defend and hold harmless the other from and against any and all liability, claims, demands, damages and costs of any kind arising out of or in connection with any broker's or finder's fee, commission or charges claimed to be due any person in connection with such person's conduct respecting this transaction except as set forth herein. 6.2. Certificate. At or prior to Closing, the Fund shall furnish to the County duly executed Certificate of Non-Foreign Status in a form approved by the parties. The Fund hereby declares and represents to the County that it is not a"foreign person" for purposes of withholding of federal tax as described in such Certificate. 6.3. Assigns. This Agreement may not be assigned without the written permission of each party, which permission either party may withhold in its discretion. 6.4. Binding Effect. The terms and conditions of this Agreement shall be binding upon and shall inure to the benefit of the parties' successors and assigns. 6.5. Exhibits. The exhibits hereto constitute an integral part of this Agreement and are hereby incorporated herein. 6.6. Counterparts; Facsimile Signatures. This Agreement may be executed in counterparts, all of which shall constitute one agreement which shall be binding on all of the parties, notwithstanding that all of the parties are not signatories to the original or the same counterpart. Signatures may be evidenced by facsimile transmission and at the request of any party documents with original signatures shall be provided to the other party. 6.7. Severability. If any provision of this Agreement shall be held invalid, the other provisions hereof shall not be affected thereby and shall remain in full force and effect. 6.8. Entire Agreement. This Agreement represents the entire agreement of the parties and may not be amended except by a writing signed by each party thereto. 6.9. Authority. Each party to this Agreement warrants to the other that the respective signatories have full right and authority to enter into and consummate this Agreement and all related documents. C:\wordata\tct\Child\County contract\contract 2 4 09/26/02 6.10. Merger. The obligations, covenants, representations, warranties and remedies set forth in this Agreement shall not merge with transfer of title but shall survive the Closing. 6.11. Further Actions. Each party shall execute and deliver or cause to be executed and delivered any and all instruments reasonably required to convey the property interests to the County and to vest in each party all rights, interests and benefits intended to be conferred by this Agreement. 6.12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. Venue for any dispute shall be Pitkin County, Colorado. 7. SATURDAYS, SUNDAYS,HOLIDAYS. If the final date of any time period of limitation set out in any provision of this Agreement falls on a Saturday, Sunday or a legal holiday under the laws of the State of Colorado, then the time of such period shall be extended to the next day which is not a Saturday, Sunday or legal holiday. 8. REMEDIES; DEFAULT. 8.1. Fund's Remedies. If the event of default by the County, the Fund may elect, at the Fund's sole option to terminate this Agreement and be released from its obligations hereunder. Further, the Fund shall have the right to seek and recover from the County all Transaction Costs as described in paragraph 3, above. 8.2. County's Remedies. If the event of default by the Fund, the County may elect, at the County's sole option to terminate this Agreement and be released from its obligations hereunder. 9. CONTINGENCY. A specific contingency to the Fund's and the County's obligation to close this Agreement, make payments, and assign the property interests described hereunder is the simultaneous closing on the Capitol Creek Ranch Contracts utilizing the funding provided by the County under this Agreement. If the Capitol Creek Ranch Contracts do not close for any reason then(a) the Fund shall not be obligated to assign the property interests to the County; (b) the County shall not be obligated to pay the Purchase Price, but shall make the payments, described in paragraph 3 and 8.1, herein; and(c) at the election of either party, this Agreement shall be null and void. 10. EFFECTIVE DATE. The Effective Date of this Agreement shall be the last date signed by either party. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. C:\wordata\tcf\Child\County contract\contract 2 5 C-J 09/26/02 / PITKIN COUNTY BOARD OF COUNTY COMMISSIONERS a body corporate and politic P' in County Board Coun y Commissioners,-C-kairpmTM Date: EST: N e: Date: MA AGER APPROVAL: r ,,County Manager Date: APPROVAL AS TO FORM: County Att5rn Date: /O G'-�2— C:\wordata\tct\Child\County contract\contract 2 6 J % 09/26/02 / THE CONSERVATION FUND, a Maryland //non-profit corporation By: Date: " l Its: V ��s P5)0(. Attach: Exhibit 1: Child Contract Exhibit 2: Exchange Agreement Exhibit 3: North Conservation Easement Contract CAwordata\tcAChild\County contract\contract 2 7 09/26/02 11i2Ei200=' OE:5? LAW OFFICES > 19709205193 NO.792 (P08 rV OPTION CONTRACT FOR PURCKASE OF CONSERVATION EASEMENT (North Conservation Easement) (Capitol Creek Ranch Property— Pitkin County, CO) THIS OPTION CONTRACT FOR PURCH,4SE OF CONSERVATION EASEMENT (the `'Agreement" or the `;Worth Conservation Easement Contract's is entered into this day ofS02 (same date as Child Contract and Exchange Agreement for South Conservation Easement], by and between (I) CAPITOL CREEK RANCH COMPANY, a Colorado corporation, the address of which is c/o Ms. Jeanie Child, P.O. Box 2658, Basalt, CO 81621 (facsimile number:_ ) ("CCRC"); and(2) ROBERT W. CHILD, JR. ("Child"), whose address is 344 San Dimas Avenue, Oceanside, CA 92057 (facsimile number: �� (collectively the "Seller")and THE CONSERVATION FUND, a Maryland non-profit corporation with offices at 1800 North Kent Street. Suite 1120, Arlington, Virginia 22209 Attention: General Counsel (the ' Purchaser'. The following exhibits are attached to this Agreement: Exhibit A Description of Property(which includes the 65-Acre Parcel, the 35-Acre Parcel, and the northerly portion of the Capitol Creek Ranch) Exhibit B - Map of Property Exhibit C - Form of Deed of Conservation Easement Exhibit D - Form of Certificate of Non-foreign Status Exhibit E - Memorandum of Option RECITALS. A. The transactions contemplated in the Capitol Creek Ranch Contracts, described herein, involve the following properties: (I) the 1406-acre, more or less Capitol Creek Ranch property currently owned by Capitol Creek Ranch Company(the "CCRC Property", or the "Ranch"); (2) the adjacent 65-acre, more or less, Property owned by Robert W. Child, Jr. (the "65-Acre Parcel'); and (3) the adjacent 35-acre, more or less, parcel owned by CCRC and Robert W. Child, Jr. (the "35-Acre Parcel"). The total acreage involved in these transactions is 1506 acres. Collectively the three parcels are referred to as the "Properties". B- In a series of transactions the 65-Acre Parcel will be acquired by The Conservation Fund, and then exchanged to CCRC for a conservation easement encumbering the southerly 753 acres, more or less, of the Ranch. Pursuant to this Agreement the Conservation Fund, or its assigns, will acquire a second conservation easement, encumbering the northerly 753 acres, more or less of the Properties. The 753-acres, more or less to be encumbered by the North Conservation Easement include the northerly portion of the Ranch, the 35-Acre Parcel and the 65-Acre Parcel, and are collectively referred to as the "Nortb CA%varda ktCAChild\North CE Oprion 6o 9na/2002 Conservation Easement Parcel" or the "Land", and are described on the attached Exhibit A, and depicted on the attached Exhibit B. C. The Conservation Fund has entered into a contract with Robert W. Child, Jr. dated the same day as this Agreement (the "Child Contract") to acquire the 65-Acre Parcel. The 65-Acre Parcel includes a residence and other structures, meadows, ranchland and open areas. D. CCRC and The Conservation Fund have entered into Contract for Exchange of Property (the "Exchange Agreement"), dated the same day as this Agreement by which The Conservation Fund has agreed to convey the 65-Acre Parcel to CCRC (contingent upon first closing on the Child Contract), in exchange for a conveyance of a deed of conservation easement from CCRC to The Conservation Fund, encumbering 753 acres, more or less, at the southern end of the Capitol Creek Ranch (the "South Conservation Easement"). The parties intend that the Child Contract and the Exchange Agreement close in a simultaneous closing with the result that The Conservation Fund owns the South Capitol Creek Conservation Easement and that CCRC owns the 65-Acre Parcel. The Child Contract, the Exchange Agreement and the North Conservation Easement Contract are collectively referred to as the"Capitol Creek Ranch Contracts". E. The North Conservation Easement Parcel includes improvements, meadows, ranchland and open areas. The Property includes significant natural areas which provide habitat for a variety of animals including deer, elk, small mammals and birds. The Property also provides a wildlife corridor to adjacent properties. F. The Purchaser wishes to acquire a Conservation Easement encumbering the North Conservation Easement Parcel for the purpose of maintaining the Property in an open and substantially natural condition, while permitting certain limited development, as provided in the North Conservation Easement, and to preserve agricultural lands, scenic vistas and wildlife habitat. G. The parties anticipate that Seller will acquire in conjunction with the anticipated rezoning of approximately 1254 acres of the Properties thirty-five (35) Transferable Development Rights ("TDRs"). It is the intent of the parties that ten (10)TDRs will be extinguished at the time of granting of the South Conservation Easement and that three (3) additional TDRs will be retained by CCRC and will not be subject to the provisions of Section 8 of this Agreement. It is anticipated that fourteen (14) additional TDRs will be associated with the North Conservation Easement Parcel. Seven (7) TDRs will be used to assure development rights on the five (5) new building envelopes and two (2) existing homesites reserved in the North Conservation Easement; if any of 5 new building envelopes are extinguished, or if the TDRs are not used to expand the 2 existing homesites, then any of the 7 TDRs that are unused may be transferred off the North Conservation Easement Parcel for use elsewhere. The Seller may sell some or all of the CAwordata\tcf\Child\North CE Option 6a 2 9/24/2002 13 remaining TDRs and the proceeds of such sales shall be credited against the Purchase Price, as set forth below. AGREEMENT: The parties agree as follows: 1. PROPERTY; OPTION. Seller hereby grants to Purchaser an irrevocable option (the "Option") to acquire, on the terms and conditions set forth in this Agreement, a Conservation Easement encumbering the North Conservation Easement Parcel, and encumbering any and all improvements, any and all surface or subsurface sand, gravel, oil, gas, or mineral rights owned by Seller, any and all surface and subsurface water, well, spring, reservoir, storage, irrigation, subirrigation, livestock water or ditch rights of any type, including all shares or certificates of any type in ditch or water delivery companies or associations, as further described in the North Conservation Easement, and appurtenances belonging thereto (collectively, with the "North Conservation Easement Parcel", referred to as the "Property"). The Conservation Easement shall be substantially in the form of the attached Exhibit "C" (the "North Conservation Easement" or the "Conservation Easement"). The final form of the North Conservation Easement shall be agreed upon by the parties during the Inspection Period described herein. The parties acknowledge that the North Conservation Easement will contain provisions permitting the Seller to complete fenceline boundary adjustments with adjoining landowners. After rezoning, the North Conservation Easement Parcel will have fourteen (14) TDRs associated with it. 2. EFFECTIVE DATE. The Effective Date of this Agreement shall be the last date signed by either party. 3. OPTION PERIOD. The Option shall remain in effect through and until midnight, Mountain time, October 1, 2012 (the "Option Period"). 4. EXERCISE OF OPTION. The Purchaser may exercise the Option, in its sole and absolute discretion, by giving Seller written notice thereof not earlier than ninety (90) days prior to the end of the Option Period, as provided herein. If the Purchaser fails to give notice of its intent to exercise the Option within the Option Period, then this Agreement shall terminate, Seller may retain any Option Payments that have been made and, at the request of Seller, Purchaser shall execute a quitclaim of any interest in the Property based upon this Option, and neither party shall have any further rights or obligations hereunder. 5. TITLE COMPANY. The title company for this transaction is Pitkin County Title Company, 601 E. Hopkins, Aspen, CO 81611, telephone: 970-925-1766; facsimile: 970-925-6527 (the "Title Company"). 6. OPTION PAYMENT. CAwordaWtcflChild\North CE Option 6a j 9/24/2002 f 6.1. Option Payment. On or before the date of closing of the Child Contract and the closing of the Exchange Contract, the Purchaser shall pay an amount equal to 10% of the Purchase Price, as described below(the "Option Payment"). Such payment shall be made to the Title Company in cash, by cashier's check, by wire transfer, or other immediately available funds. Simultaneously with the closings on the Child Contract and the Exchange Contract, the Title Company shall pay the Option Payment to the Seller. 6.2. Non-Refundable. Upon payment to Seller the Option Payment shall be non-refundable, except as otherwise provided in this Agreement. 7. PURCHASE PRICE. The purchase price (the "Purchase Price") for the North Conservation Easement, including any Option Payment, shall be One Million Five Hundred Thousand and no/100s Dollars ($1,500,000.00). 7.1. Payment at Closing. The balance of the Purchase Price, after crediting Purchaser with the Option Payment and any credits from TDR Sale Proceeds pursuant paragraph 7.2 below, shall be paid by Purchaser in cash, certified funds, or by wire transfer of federal or other immediately available funds. 7.2. Credits Toward Payment of Purchase Price. As of the date of the execution of the Option, it is anticipated that there will be 14 TDRs associated with the North Conservation Easement Parcel. Seller may sell or transfer these TDRs prior to Closing provided that any payment or value received for such sale or transfer(the "TDR Sale Proceeds") shall be credited toward the Purchase Price. Each TDR conveyed by Seller shall be deemed to have a minimum value and the TDR Sale Proceeds from each such sale or transfer shall be deemed to be $200,000, even if the payment or value received for such TDR is less than that amount, unless an appraisal (the "Appraisal") conducted and approved as follows determines that the fair market value of such TDR is less than $200,000, in which case the minimum value for the TDR shall be the fair market value as appraised: (a) Seller may obtain an Appraisal of the TDR at Seller's expense; (b)the Appraisal shall be performed by a qualified appraiser approved in advance in writing by the Seller and the Purchaser; (c) the Appraisal shall consider recent sales of TDRs in Pitkin County, in addition to other relevant information; and (d) the Appraisal shall be approved by Seller and Purchaser, which approval shall not be unreasonably withheld by either party. 7.2.1. Sale of TDRs Resulting in Credits for Full Purchase Price. If the TDR Sale Proceeds exceeds the Purchase Price: (a) the Purchaser shall be deemed to have paid the Purchase Price in full; (b) the Conservation Easement shall be conveyed to Purchaser without CAwordata\tct\Child\North CE Option 6a 4 9/24/2002 / further payment from Purchaser (except payment of any closing costs of Purchaser as provided herein); (c) the amount of the Option Payment plus 2% interest per annum thereon shall be returned to Purchaser at Closing; (d) Seller shall be entitled to retain any excess amount from the TDR Sale Proceeds; and (e) Seller shall be entitled to retain any additional TDRs that have not been conveyed as of the Closing Date. It is the intention of this provision that if the full amount of the Purchase Price is paid by credits from TDR Sale Proceeds, then at Closing Seller will continue to own and have the right to sell or convey any unsold TDRs. 7.2.2. No Sale of TDRs, or Sale of TDRs Resulting in Credit to Purchaser of Less Than the Full Purchase Price. In the event the Seller elects not to sell any TDRs associated with the North Conservation Easement Parcel, or sells some TDRs, but the TDR Sale Proceeds are less than the Purchase Price, then: (a) at Closing the Purchaser shall pay the remaining balance of the Purchase Price after receiving credit for the Option Payment and the TDR Sale Proceeds, in cash, certified funds, by wire transfer, or by other immediately available funds; and (b) any and all remaining unsold TDRs associated with the North Conservation Easement Parcel as of the Closing Date shall be conveyed to the Purchaser at Closing. It is the intention of this provision that if the Purchaser is required to pay any portion of the Purchase Price other than by credit from the TDR Sale Proceeds, then all remaining TDRs associated with the North Conservation Easement Parcel shall be conveyed to Purchaser at Closing and extinguished, so that such remaining TDRs may not be used on this or any other Property, or for a density credit on this or any other Property. 7.2.3. Accounting for TDR Sale Proceeds. At the time of any sale or transfer of a TDR, Seller shall provide a full accounting of the sale or transfer of any TDR, and copies of all contracts, settlement statements, conveyance and tax documents and any additional documentation deemed reasonably necessary by Purchaser to confirm the TDR Sale Proceeds (the "TDR Sale Documents"). 8. CLOSING DATE. The closing of the transaction contemplated hereunder (the "Closing") shall be held at the office of the Title Company after exercise of the Option, on December 15, 2012, (the "Closing Date"), or at such later date as requested by Seller, but in no event later than June 15, 2013. 9. SATISFACTORY INSPECTION AND REVIEW. The Seller and Purchaser expressly covenant and agree that Purchaser's satisfaction, in its sole discretion, upon the review and inspection provided for herein is a specific condition C:\wordata\tcAChild\North CE Option 6a $ 9/24/2002 / precedent to the obligation of Purchaser to purchase the North Conservation Easement. Purchaser shall have a period in which to review the documents, receive the funding commitments and to make the inspections described below. The period of inspection (the "Inspection Period"), unless extended as provided herein, shall terminate on the earlier of: (i) Receipt by Seller of notice from Purchaser that the Property is suitable for purchase; or(ii) one hundred twenty (120) days after the Effective Date of this Agreement, as defined herein [same date as Inspection Period in Child Contract and Exchange Agreement for South Conservation Easement]. 9.1. Documents. Not later than fifteen (15) days after the Effective Date, Seller shall provide, at Seller's expense, to Purchaser: (a) a title commitment issued by the Title Company, together with legible copies of the deed or deeds by which the Seller holds title to the Property, legible copies of any instruments listed in the legal description for the Property, and legible copies of all exceptions to title, pursuant to which the Title Company shall issue to Purchaser a standard coverage owner's policy of title insurance, including "gap" and mechanic's lien coverage, insuring title and access to the Conservation Easement as of the date of Closing in the amount of the Purchase Price; (b) a Certificate of Taxes Due evidencing that all taxes owing on the Property have been paid in full; (c) a copy of the current and previous year's Notice of Assessment, or other satisfactory evidence of the current and previous year's assessed value and assessment category for the Property; and (d) to the extent in Seller's possession, copies of any surveys or maps of the Land, plans relating to the building improvements, and studies and reports regarding the soils or water on or under the Land. 9.2. Due Diligence: Inspection: Right of Entry. During the Inspection Period Purchaser shall have the right to enter upon the Property at reasonable times and upon reasonable notice to Seller, for surveying, inspection, and other reasonable purposes related to the transaction contemplated hereunder. Purchaser is responsible for payment for all inspections, surveys, engineering reports or for any other work performed at Purchaser's request and shall pay for any damage which occurs to the Property as a result of such activities. Purchaser shall not permit claims or liens of any kind against the Property for inspections, surveys, engineering reports and for any other work performed on the Property at Purchaser's request. Purchaser agrees to indemnify, protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller in connection with any such inspection, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to enforce this subsection, including Seller's reasonable attorney fees. The provisions of this subsection shall survive the termination of this Agreement CAwordata\tct\Child\North CE option 6a 6 9/24/2002 9.3. Conditions Precedent to Buyer's Oblieations. Prior to the expiration of the Inspection Period the parties shall agree upon the terms of the Conservation Easement, each in their sole discretion, and the Purchaser shall be satisfied, in its sole discretion, as to the condition of title, the condition of the Property, the funding for the transaction and the suitability of the Property for encumbrance by the Conservation Easement. 10. ELECTION AT THE END OF THE INSPECTION PERIOD. During the Inspection Period, Purchaser may make the above-described inspections, applications, reviews, studies, evaluations or surveys required to satisfy itself as to the acceptability of the Property and the acceptability and suitability of the North Conservation Easement for purchase and the availability of funding for the purchase. Should, for any reason or no reason, Purchaser not be satisfied that the Property or the North Conservation Easement is acceptable, Purchaser shall notify Seller in writing on or before the expiration of the Inspection Period of its dissatisfaction, at which time this Agreement shall be considered null and void and of no further force and effect; provided, however, if the objections of Purchaser are to title or other defects which Seller can reasonably cure within a twenty(20) day period following the receipt of notice from Purchaser, Seller shall have such period to cure such defects to the reasonable satisfaction of Purchaser. Purchaser shall, at any time, have the right to waive the conditions precedent to its performance under this Agreement before the end of the Inspection Period and if Purchaser elects to waive the conditions precedent to its performance and to terminate the Inspection Period, this Agreement will remain in full force and effect and the Option Payment shall become non-refundable except as otherwise provided herein. Failure of Purchaser to notify Seller of its dissatisfaction prior to the expiration of the Inspection Period shall be deemed a waiver of this condition precedent and acceptance of the Property as suitable for purchase, as required above. Upon termination of the Agreement, Purchaser agrees to return to Seller all data previously delivered to Purchaser under the terms of this Agreement. 11. CLOSING DOCUMENTS. At Closing, Seller shall execute and deliver to Purchaser or its assigns the North Conservation Easement, conveying a conservation easement interest in the Property, including access for the purposes described in the conservation easement, free and clear of all liens, encumbrances and other exceptions, except such easements, restrictions and other exceptions as are of record and are approved by Purchaser during the Inspection Period. At Closing if Purchaser is required to pay any amount of the Purchase Price except by credits from the TDR Sale Proceeds, then Seller shall convey to Purchaser all remaining unsold TDRs associated with the North Conservation Easement Parcel by Seller utilizing such documentation as is required by Pitkin County and as is acceptable to Purchaser. 12. CONDITION OF THE PROPERTY, REPRESENTATIONS. As of the date of this Agreement and the date of Closing, Seller warrants and represents the following: CAwordata\tcAChild\North CE Option ba 7 9/24/2002 (7J/1 12.1. Seller is the record owner of the Property to be encumbered by the North Conservation Easement hereunder. Upon Closing, Purchaser will have good and marketable title to the Conservation Easement. 12.2. There are no actions, suits, proceedings or investigations pending or, to Seller's knowledge threatened, against or affecting the Property, or arising out of Seller's conduct on the Property. 12.3. Seller is in substantial compliance with the laws, orders, and regulations of each governmental department, commission, board, or agency having jurisdiction over the Property in those cases where noncompliance would have a material adverse effect on the Property. 12.4. Other than this Agreement and agreements with adjoining landowners for fence line boundary adjustments (the terms of which shall be provided to the Purchaser for its approval during the Inspection Period), Seller is not party to, nor subject to, nor bound by any agreement, contract or lease of any kind relating to the Property. There are no rights of possession to the Property or options or rights of first refusal in third parties, nor rights of access across the Property by third parties. 12.5. The Property, to the best of Seller's knowledge, is not in violation of any federal, state or local law, ordinance or regulation relating to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions. Other than typical agricultural chemicals such as DDT, pesticides and herbicides, neither Seller, nor to the best of Seller's knowledge any third party, has used, generated, manufactured, refined, produced, processed, stored or disposed of on, or under the Property or transported to or from the Property any Hazardous Materials nor does Seller intend to use the Property prior to closing date for the purpose of generating manufacturing, refining, producing, storing, handling, transferring, processing or transporting Hazardous Materials. For the purposes hereof, "Hazardous Materials" shall mean any flammable explosives, radioactive materials, asbestos, petroleum. organic compounds known as polychlorinated biphenyls, chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic substances or related materials, including, without limitation, any substances defined as or included in the definition of"hazardous substances", "hazardous material" or"toxic substances" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sec. 9601, et seg., the Hazardous Materials Transportation Act, 49 U.S.C. Sec. 1801, et seg., the Resource Conservation and Recovery Act, 42 U.S.C. Sec. 6901 et seg., or any other federal, state or local statute, law, ordinance, code, rule, regulation, order, decree or other requirement of governmental authority regulating, relating to or imposing liability or C:\wordata\tcAChitd\North CE Option 6a 8 / 9/24/2002 / G� standard of conduct concerning any hazardous, toxic or dangerous substance or material, as now or at any time hereafter in effect, and in the regulations adopted, published and/or promulgated pursuant to said laws. Except for two underground diesel fuel tanks, to the best of Seller's knowledge there are no underground storage tanks situated on the Property nor to the best of Seller's knowledge have any other such tanks been previously situated thereon. 12.6. No representation, warranty, or statement made herein by Seller contains any untrue statement of any material fact or omits to state any material fact necessary in order to make such representation, warranty, or statement not misleading. 12.7. Seller is duly authorized and has taken all necessary actions to execute and perform this Agreement and this Agreement is enforceable against Seller in accordance with its terms. 13. CONDITION OF PROPERTY, LIABILITY. Seller has made certain representations and warranties concerning the Property and its condition. During the Inspection Period the Purchaser has the right to inspect the condition of the Property. Nothing in this contract shall relieve either party of liability for misrepresentation, breach of warranty or failure to reasonably inspect the condition of the Property. 14. TAXES. Seller shall pay all general taxes and assessments and all sale, excise, and transfer taxes of any type, for the Property for the current year and all years prior to Closing. All taxes and assessments shall be current as of the date of Closing. Seller shall continue to be responsible for payment of all taxes and assessments on the Property after Closing, including any taxes and assessment imposed upon, or incurred as a result of the North Conservation Easement. 15. PRESERVATION OF PROPERTY; RISK OF LOSS. The Property shall be used in a manner that is in compliance with the terms of the North Conservation Easement until Closing. At the time that Purchaser desires to exercise its option, if the Property is not acceptable to Purchaser because the Seller has not used the Property in compliance with the terms of the North Conservation easement, the Purchaser may terminate this Agreement, in which event the Option Payment shall be refunded to the Purchaser. 16. COSTS AND FEES. Closing fees and the recording documentary fee, if any, shall be paid by Seller and the Purchaser equally. The premium for the title insurance policy described above shall be paid by Seller. Per page recording costs, if any, shall be paid by Purchaser. Any sales, excise, or property transfer tax or fee shall be paid by Seller. All other Closing costs shall be borne by the parties in accordance with custom in Pitkin County, Colorado. C:\wordata\tct\Child\North CE Option 6a 9 9/24/2002 i�� 17. LIQUIDATED DAMAGES; DEFAULT. 17.1. Seller's Remedies. In the event that(a) all of the conditions to this Agreement for the benefit of Purchaser shall have been satisfied, or waived by Purchaser, (b) Seller shall have fully performed or tendered performance of its obligations under this Agreement, and (c) Purchaser shall be unable or shall fail to perform its obligations under this Agreement, then the entire amount of any Option Payment paid by Purchaser as of such date shall be retained by Seller as liquidated damages under this Agreement, and neither party shall have further liability to the other. Purchaser and Seller hereby acknowledge and agree that Seller's damages would be difficult or impossible to determine and that the amount of the Option Payment is the parties' best and most accurate estimate of the damages Seller would suffer in the event the transaction provided for in this Agreement fails to close, and is reasonable under the circumstances existing as of the date of this Agreement. Purchaser and Seller agree that Seller's right to retain the Option Payment shall be the sole remedy of Seller in the event of a breach of this Agreement by Purchaser. 17.2. Purchaser's Remedies. In the event that(a) all of the conditions to this Agreement for the benefit of Seller shall have been satisfied, or waived by Seller, (b) Purchaser shall have fully performed or tendered performance of its obligations under this Agreement, and (c) Seller shall be unable or shall fail to perform its obligations under this Agreement, Purchaser may elect, at Purchaser's sole option: (i) To terminate this Agreement and be released from its obligations hereunder, in which event any Option Payment, together with two percent(2%) interest thereon compounded annually, shall be paid to Purchaser; or(ii) To proceed against Seller for specific performance of this Agreement. In either event, Purchaser shall have the right to seek and recover from Seller all damages suffered by Purchaser as a result of Seller's default in the performance of its obligations hereunder, including reasonable attorney fees and costs. 17.3. Costs and Expenses. In the event of any arbitration or litigation relating to this Agreement, the arbitrator or court shall award to the prevailing party all reasonable costs and expenses, including attorney fees. 18. NOTICES. All notices required or permitted hereunder will be deemed to have been delivered only upon actual delivery thereof. All notices required or permitted hereunder shall be given by hand delivery, or sent by telecopier, or sent by Federal Express or other courier for delivery at the soonest possible time offered by such courier, directed as follows, or to such other address as either party may designate by giving notice to the other party, as provided herein: If to Seller: at the address shown above C:\wordata\tcf\Child\North CE Option 6a to 9/24/2002 � If to Purchaser: THE CONSERVATION FUND 1800 North Kent Street, Suite 1120 Arlington, Virginia 22209 Attn: Richard Erdmann, Esquire Facsimile: 703-525-4610 with a copy to: The Conservation Fund Attention: Ms. Sydney Macy 1942 Broadway, Suite 323 Boulder, CO 80302 Facsimile: 303-93 8-3763 19. MISCELLANEOUS. 19.1. Broker's Commission. The parties each represent to the other that they have not contracted with any broker or finder with regard to this transaction. Each party agrees to indemnify, defend and hold harmless the other from and against any and all liability, claims, demands, damages and costs of any kind arising out of or in connection with any broker's or finder's fee, commission or charges claimed to be due any person in connection with such person's conduct respecting this transaction except as set forth herein. 19.2. Certificate. At or prior to Closing, Seller shall famish to Purchaser a duly executed Certificate of Non-Foreign Status in the form attached to this Agreement as Exhibit "F". Seller hereby declares and represents to Purchaser that it is not a"foreign person" for purposes of withholding of federal tax as described in such Certificate. 19.3. Assigns. Purchaser may assign this Agreement and its rights as Purchaser hereunder, in whole or in part, by written assignment to the Board of County Commissioners of the County of Pitkin, State of Colorado ("Pitkin County"), upon notice to, but without further approval of the Seller. Purchaser may require that the North Conservation Easement be directly deeded by the Seller to Purchaser, and/or Pitkin County, and/or Park Trust, Ltd., a Colorado not-for-profit corporation d/b/a Aspen Valley Land Trust. 19.4. Binding Effect. The terms and conditions of this Agreement shall be binding upon and shall inure to the benefit of the parties' heirs, executors, administrators, successors and assigns. 19.5. Exhibits. The exhibits hereto constitute an integral part of this Agreement C9wordata\tcflChi1d\North CE Option 6a 1 1 9/24/2002 V and are hereby incorporated herein. 19.6. Counterparts; Facsimile Signatures. This Agreement may be executed in counterparts, all of which shall constitute one agreement which shall be binding on all of the parties, notwithstanding that all of the parties are not signatories to the original or the same counterpart. Signatures may be evidenced by facsimile transmission and at the request of any party documents with original signatures shall be provided to the other party. 19.7. Severability. If any provision of this Agreement shall be held invalid, the other provisions hereof shall not be affected thereby and shall remain in full force and effect. 19.8. Entire Agreement. This Agreement represents the entire agreement of the parties and may not be amended except by a writing signed by each party thereto. 19.9. Authority. Each party to this Agreement warrants to the other that the respective signatories have full right and authority to enter into and consummate this Agreement and all related documents. 19.10. Merger. The obligations, covenants, representations, warranties and remedies set forth in this Agreement shall not merge with transfer of title but shall remain in effect after the Date of Closing. 19.11. Further Actions. Each party shall execute and deliver or cause to be executed and delivered any and all instruments reasonably required to convey the Property to Purchaser and to vest in each party all rights, interests and benefits intended to be conferred by this Agreement. 19.12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. Venue for any dispute shall be Pitkin County, Colorado. 19.13. Offer. When signed and delivered to the Seller by Purchaser, this Agreement will constitute an offer to the Seller that can be accepted only by the Seller signing and delivering to Purchaser an executed original of this Agreement on or before (but not after) 2002. Purchaser may withdraw such offer in writing at any time prior to its acceptance. 19.14. Labor and Material. Seller shall deliver to Purchaser at settlement an affidavit, on a form acceptable to Purchaser's lender, if applicable, signed by Seller that no labor or materials have been furnished to the Property within the statutory period for the filing of mechanics' or materialmen's liens against the Property. If labor or materials have been furnished during the statutory period, Seller shall deliver to Purchaser an affidavit signed by Seller and the person or persons furnishing the labor or materials that the costs thereof have been paid. 19.15. 1099 Reporting. The Title Company is designated as the party responsible for filing a Form 1099 with the Internal Revenue Service promptly after C:\wordata\tct\Child\North CE Option 6a 12 9/24/2002 2 Closing, to the extent required by the Internal Revenue Code and Treasury Regulations. 20. SATURDAYS, SUNDAYS, HOLIDAYS. If the final date of any time period of limitation set out in any provision of this agreement falls on a Saturday, Sunday or a legal holiday under the laws of the State of Colorado, then the time of such period shall be extended to the next day which is not a Saturday, Sunday or legal holiday. 21. PURCHASER'S CONTINGENCIES. Specific contingencies to Purchaser's obligation to perform hereunder are (a) the approval of Purchaser's Board of Directors in its sole discretion of the transaction contemplated at any time prior to the end of the Inspection Period; and (b) Purchaser obtaining sufficient funding for the acquisition, as determined by the Purchaser in its sole discretion, at any time prior to the end of the Inspection Period. If either such contingency is not met or waived by the Purchaser, then this Agreement shall be null and void, and the Option Payments shall be returned to the Purchaser. 22. PURCHASER'S AND SELLER'S CONTINGENCIES. 22.1. Vesting of Development Rights. A specific contingency to Purchaser's and Seller's obligations hereunder is both parties being satisfied in their sole discretion prior to the end of the Inspection Period, that all zoning and land use approvals will be or have been given by Pitkin County that are necessary to ensure that all development rights retained in the North Conservation Easement are vested for a period of not less than twenty years after the end of the Inspection Period. 22.2. Rezonine. The obligations of the parties herein are specifically contingent upon a 1254-acre, more or less, portion of the Properties being rezoned to "Rural and Remote" by Pitkin County, on or before December 1, 2002, with the result being that under the Pitkin County Code the 1254-acres so rezoned are eligible for the certification of up to 35 TDRs, with 21 TDRs being associated with the South Conservation Easement Parcel and 14 TDRs being associated with the North Conservation Easement Parcel. 22.3. Conservation Easement. A specific contingency to Purchaser's and Seller's obligations hereunder is the parties agreeing upon the terms of the North Parcel Conservation Easement prior to the end of the Inspection Period. 22.4. In the event any such contingency described in this paragraph is not met or is not waived by the parties, then without regard to whether the Purchaser has otherwise accepted the condition of the Property this Agreement shall be null and void, and the Option Payment, if it has been paid, shall be returned to the Purchaser. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. C:lwordataltcflChild\North CE Option 6a 13 9/24/2002 ! 11i25i2002 02:57 LA4J OFFICES 7 19709205193 NO.792 909 CCRC CAPITOL CREEK RANCH COMPANY, a Colorado corporation By: — :—T-----v®:--�A Tide: Era; STATE OF COLORADO ) )ss. COUNTY OF /Ki ) The foregoing instrument w acknowlee ed before me this 2eday of 2002, by "djr'fj / ezzm as of Capitol Creek Ranch Company, a Colorado corporation. WITNESS my hand and official seal. My c ssion expires: (SEAL) Notary Pfihfic CawordaMkWACpijMN0M CE ODd"63 14 924/i002 i c� c� 11i26i2002 08:57 LA61 OFFICES - 19709205195 N0.792 D10 00 SELLER ROBERT W. CHID, JR. Date: STATE OF OA4-10 w ) COUNTY OF ) ss* The foregoing ins ent was acicnow edged before me thisol£f%of 2002, by h, and by as eller. WITNESS my hand and official seal. My ommission expires: .Zl� • �,�� (SEAL otary Public i I CCU-OrdawucXhilditry CE option 6a I S 904/)AO? 11%252a�2 57 LAW FFFICES 4 197092951'+6 NO.792 911 ;G `IG� PURCHASER THE CONSERVATION FUND, a Maryland non-profit corporation By: Date: Its: i it -S- OF Z A O ) COUNTY OF L1 Rz Ate ss: The foregoing ins ent was acknowledged before a thiday of 2002. by H a, ACvXA"f The o ervauon Fund, a M and n n-profit c oration, as Purchaser. WITNESS my hand and official seal. Commission Exp' s: 24_ZQ-22_ar (SEAT, Notary Publ' i • i ' CA-ordam4citC'hi14ANarth CE Option 6% 16 _ 92a.002 I _ 0 % r �n .'� `` �c���l���� �� EXHIBIT "A" DESCRIPTION OF PROPERTY The final description of the Property will be agreed upon during the Inspection Period described in the Agreement. CAwordata\tct\Child\North CE Option 6a 9/24/2002 f �LI EXHIBIT "B" MAP OF PROPERTY The final map of the Property will be agreed upon during the Inspection Period described in the Agreement. CAwordataltct\Child\North CE Option 6a 18 9/24/2002 3� EXHIBIT "C" FORM OF CONSERVATION EASEMENT (attach Conservation Easement) The final form of the Conservation Easement will be agreed upon during the Inspection Period described in the Agreement. CAwordata\tcAChild\North CE Option 6a 19 9/24/2002 EXHIBIT "D" AFFIDAVIT OF NON-FOREIGN STATUS Section 1445 and Section 6045 of the Internal Revenue Code provide that the Transferee of a real property interest must withhold tax if the Transferor is a foreign person and must provide certain sales related information to the Internal Revenue Service. To inform THE CONSERVATION FUND(the "Transferee")that withholding of tax is not required upon its disposition of a U.S. real property interest, more particularly described in the Contract for Sale of Real Estate annexed hereto (the"Transferor"), hereby certifies that: 1. Transferor is not a non-resident alien for purposes of U.S. income taxation. 2. Transferor's tax identification number is: 3. Transferor's principal business address is: 4. The gross sales price of this transfer is: 5. Transferor understands that this affidavit and information contained herein will be disclosed to the Internal Revenue Service by the Transferee and that any false statement made herein by Transferor could be punished by fine, imprisonment, or both. Under penalties of perjury, Transferor declares that Transferor has examined this certification and, to the best of Transferor's knowledge and belief, it is true, correct and complete. TRANSFEROR: Date: Date: STATE OF ) ss: COUNTY OF ) SUBSCRIBED, sworn to and acknowledged before me by who acknowledged the foregoing AFFIDAVIT OF NON-FOREIGN STATUS on this day of 2002. Notary Public My commission expires: C:\wordata\tcAChild\North CE Option 6a 20 9/24/2002 EXHIBIT "E" MEMORANDUM OF OPTION RECORDING REQUESTED BY AND ) WHEN RECORDED RETURN TO: ) The Conservation Fund ) Western Regional Office ) 1942 Broadway, Suite 323 ) Boulder, Colorado 80302 ) Attention: Ms. Sydney Macy ) (space above this line reserved for recorder's use) MEMORANDUM OF OPTION (North Conservation Easement—Capitol Creek Ranch-The Conservation Fund) THIS MEMORANDUM OF OPTION IS made and entered into this day of 12002, by and between (1) CAPITOL CREEK RANCH COMPANY, a Colorado corporation,the address of which is c/o Ms. Jeanie Child, P.O. Box 2658, Basalt,CO 81621 ("CCRC"); and(2)ROBERT W. CHILD,JR., whose address is c/o Ms. Jeanie Child, P.O. Box 2658, Basalt, CO 81621 (collectively, the"Seller"), and THE CONSERVATION FUND,a Maryland non-profit corporation, 1800 North Kent Street, Suite 1120, Arlington, VA 22209, Attention : General Counsel (the "Fund"), WITNESSETH: A. Seller is the owner of certain real property(the'`Property"), located in the County of Pitkin, State of Colorado, consisting of acres, more or less, more particularly described in Exhibit A attached to and hereby incorporated in this Memorandum of Option. B. The Seller has entered into a Option Contract for the Sale of Conservation Easement with the Fund(the"Contract"),the Effective Date of which is , 2002 (the"Effective Date"). Under the terms of the Contract, the Contract is assignable to the Board of County Commissioners of the County of Pitkin, State of Colorado. NOW, THEREFORE, Seller and the Fund hereby agree as follows: CAwordata\tcf\Child\North CE Option 6a 21 9/24/2002 33 1. Seller has agreed to sell the North Conservation Easement encumbering the Property to the Fund upon all of the terms, covenants and conditions, and for the consideration, set forth in the Contract. The Option provides that the Seller shall use the Property in compliance with the terms of the North Conservation Easement until Closing. 2. Closing may occur on or before 2013. 3. This Memorandum of Option shall not be deemed to modify, alter or amend in any way the provisions of the Contract. In the event any conflict exists between the terms of the Contract and this instrument, the terms of the Contract shall govern and determine for all purposes the relationship between Seller and the Fund and their respective rights and duties. IN WITNESS WHEREOF, the undersigned have executed this Memorandum of Agreement as of the date first written above. C:Awordata\tcf\Child\North CE Option 6a 22 9/24/2002 CCRC CAPITOL CREEK RANCH COMPANY, a Colorado corporation By: Title: STATE OF COLORADO ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 12002, by as of Capitol Creek Ranch Company, a Colorado corporation. WITNESS my hand and official seal. My commission expires: (SEAL) Notary Public CAwordata\tcf\Child\North CE Option 6a 23 9124a002 ,z SELLER ROBERT W. CHILD, JR. Date: STATE OF ) ss: COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2002, by and by as Seller. WITNESS my hand and official seal. My commission expires: (SEAL) Notary Public CAwordatakcAChildWorth CE Option 6a 24 9/24/2002 THE FUND THE CONSERVATION FUND, a Maryland non-profit corporation By: Date: Its: OF ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 12002, by as of The Conservation Fund, a Maryland non-profit corporation. WITNESS my hand and official seal. My commission expires: (SEAL) Notary Public CAwordataltcflChildWorth CE Option 6a 25 9/24/2002 �� 1112E 2002 06:57 LAW OFFICES Y 19709205198 NO.792 1?05 CONTRACT FOR EXCHANGE OF PROPERTY (65-Acre Parcel— South Conservation Easement) (Capitol Creek Ranch Property—Pitkin County, CO) THIS CONTRACT FOR EXCHANGE OFPROPERTy ( e "Agreement" or the "Exchange Agreement") is entered into this Z�day of 02, by and between and THE CONSERVATION FUND, a Marylan non-profit corporation with offices at 1800 North Kent Street, Suite 1120, Arlington, Virginia 22209 (the "Fund") and CAPITOL CREEK RANCH COMPANY, a Colorado corporation, the address of which, is c/o Ms. Jeanie Child, P.O. Box 2658, Basalt, CO 81621 (facsimile number: ("CCRC"). The following exhibits are attached to and made a pan of this Agreement: Exhibit A - Description of 65-Acre Parcel Exhibit A-1 - Description of South Conservation Easement Parcel Exhibit B Map of 65-Acre Parcel, CCRC Property, South Conservation Easement Parcel,and North Conservation Easement Parcel Exhibit C - Form of South Conservation Easement Exhibit D - Affidavit of Non-Foreign Status Exhibit E - Lead-Based Paint Disclosure RECITALS; A. The transactions contemplated in the Capitol Creek Ranch Contracts,described herein, involve the following properties: (1) the 1406-acre,more or less, Capitol Creek Ranch property currently owned by Capitol Creek Ranch Company(the "CCRC Property", or the "Ranch"); (2) the adjacent 65-acre, more or less, property owned by Robert W, Child, Jr. (the "65-Acre Parcel'; and (3) the adjacent 35-acre, more or less, parcel owned by CCRC and Robert W. Child, Jr. i (the "35-Acre Parcel"). The total acreage involved in these transactions is 1506 acres. Collectively the three parcels are referred to as the "Properties". B. The Fund has entered into a Con Contract") to acquire the 65 acres more oracc with less, roperty locate in Pitkill W Child, Jr, (the "Child County, Colorado, which is described on the attached_Exhibit Aaand shown on the attached Exhibit B (the "65-Acre Parcel'). The 65-Acre Parcel includes a residence and other structures, meadows, ranchland and open areas. C. The Properties are located in Capitol Creek valley, The Ranch includes meadows, ranchland and open areas. The Ranch includes significant natural areas which provide habitat for a variety of animals including deer, elk, small mammals and birds. The Ranch also provides a wildlife corridor to adjacent properties, C:\w0rdeLuVC6Chi1d%Sou(hCElEcCh3n9eAgtSa 1 92rl2002 D. Contingent upon the Fund closing on the Child Contract to purchase the 65-Acre Parcel, the Fund wishes to sell the 65-Acre Parcel to CCRC, in exchange for CCRC granting a deed of conservation easement encumbering 753 acres, more or less, located on the southern portion of the CCRC Property (the "South Capitol Creek Conservation Easement" or the "South Conservation Easement"). The South Conservation Easement will preserve a large acreage of the Ranch in an open and substantially natural condition, and will preserve scenic vistas, agricultural lands and wildlife habitat. E. In a related transaction, The Conservation Fund and CCRC have entered into an agreement for the sale of a deed conservation easement by CCRC to The Conservation Fund, or its assigns, encumbering the 753-acre northern portion of the Properties (the "North Conservation Easement Contract"). F. The Child Contract, the Exchange Agreement and the North Conservation Easement Contract are collectively referred to as the "Capitol Creek Ranch Contracts". The parties intend that the Child Contract and the Exchange Agreement close in a simultaneous closing with the result that The Conservation Fund owns the South Capitol Creek Conservation Easement, that CCRC owns the 65-Acre Parcel and that northerly 753-acres of the Properties are subject to the terms of the North Conservation Easement Contract. AGREEMENT: The parties agree as follows: 1. PROPERTY. 1.1. 65-Acre Parcel. Contingent upon the closing of the Child Contract, the Fund agrees to exchange and convey to CCRC, and CCRC agrees to acquire, on the terms and conditions set forth in this Agreement, the 65- Acre Parcel, located in Pitkin County, Colorado, as described in Exhibit "A" and shown on Exhibit "B", attached hereto. The 65-Acre Parcel shall include any and all buildings, improvements and fixtures situated thereon, and any and all crops and timber growing thereon, any and all surface or subsurface sand, gravel, oil, gas, or mineral rights owned by Seller, any and all surface and subsurface water appurtenant to or associated with the 65-Acre Parcel, and any and all well, spring, reservoir, storage, domestic, irrigation, subirrigation, livestock water or ditch rights of any type, including all shares or certificates of any type in ditch or water delivery companies or associations, any and all grazing rights and permits and other surface and subsurface rights, irrigation equipment and facilities, any and all other permits, hereditaments, easements, recorded rights of access, historic rights of access, any stockpiled sand, gravel or minerals, incidents and appurtenances belonging thereto, all of which are being sold C:\wordata\tctNChild\SouthCE\Exchange Agt 5a / 9/24/2002 7 in"as is" condition, subject to all covenants, easements. restrictions and reservations of record and any matters that might be revealed by a current and accurate survey. 1.2. South Conservation Easement. CCRC agrees to exchange and convey to the Fund the South Conservation Easement encumbering the southerly 753 acres of the Ranch, described on the attached Exhibit A-11 and shown on the attached Exhibit B (the "South Conservation Easement Parcel') substantially in the form attached hereto as Exhibit C, on the terms and conditions described in this Agreement. The final form of the South Conservation Easement shall be agreed upon by the parties during the Inspection Period described herein. The parties acknowledge that the South Conservation Easement will contain provisions permitting the CCRC to complete fenceline boundary adjustments with adjoining landowners. After rezoning the South Conservation Easement Parcel will have 21 TDRs associated with it. At the time of Closing ten (10) Transferable Development Rights ("TDRs") associated with the South Parcel will be extinguished in a manner approved by the Fund. Seven (7) TDRs will be used to assure development rights on the five (5) new building envelopes and two (2) existing homesites reserved in the North Conservation Easement; if any of 5 new building envelopes are extinguished, or if the TDRs are not used to expand the 2 existing homesites, then any of the 7 TDRs that are unused may be transferred off the North Conservation Easement Parcel for use elsewhere. One (1) TDR will be used to place a cabin in the South Conservation Easement Parcel. Three (3) TDRs will be retained by CCRC. 2. TITLE COMPANY. The parties have designated Pitkin County Title Company, 601 E. Hopkins, Aspen, CO 81611, telephone: 970-925-1766; facsimile: 970- 925-6527 (the "Title Company") as escrow agent and title company for this transaction. 3. EFFECTIVE DATE. The Effective Date of this Agreement shall be the last date signed by either party. 4. PURCHASE PRICE. 4.1. 65-Acre Parcel. The fair market value of the 65-Acre Parcel is $1.500.000, according to an appraisal prepared by Nash-Johnson Associates, Inc., 4045 South Broadway, Suite 204, Englewood, CO 80110, with a date of valuation of March 27, 2002 (the "65-Acre Parcel Appraisal'). The purchase price under the Child Contract shall be the Purchase Price for the 65-Acre Parcel, hereunder. 4.2. South Conservation Easement. The parties agree that the purchase price for the South Conservation Easement is One Million five Hundred Thousand and no/100s Dollars ($1,500,000.00). C:\wordata\tct\Child\SouthCE\Exchange Agt 5a 3 9/24/2002 4.3. Closing funds. At closing the parties will exchange the 65-Acre Parcel for the South Conservation Easement. Each party will pay its share of the closing costs and fees, as described herein. Any such amounts shall be paid in cash, certified funds, or by wire transfer of federal or other immediately available funds. 5. CLOSING DATE. The closing of the transaction contemplated hereunder(the "Closing") shall be held at the office of the Title Company within thirty (30) days after the end of the Inspection Period (the "Closing Date"). The date, time and place of Closing shall be set by mutual agreement of the parties. 6. SATISFACTORY INSPECTION AND REVIEW. The parties expressly covenant and agree that each parry's satisfaction upon the review and inspection provided for herein is a specific condition precedent to the obligation of such party to complete the exchange. Each party shall have a period in which to review the documents and to make the inspections described below. The period of inspection(the "Inspection Period"), unless extended as provided herein, shall terminate on the earlier of: (i) Receipt of a notice signed by each party that the property to be acquired is suitable for purchase; or (ii) Midnight, Mountain Time, one hundred twenty (120) days following the Effective Date. 6.1. 65-Acre Parcel. Not later than fifteen(15) days after the Effective Date, the Fund shall provide, at its expense, to CCRC, a title commitment issued by the Title Company, pursuant to which the Title Company shall issue to CCRC a standard coverage owner's policy of title insurance, insuring title to the 65-Acre Parcel, as of the date of Closing in the amount of the Purchase Price for the 65-Acre Parcel. The Fund shall provide (or have the Title Company provide): (a) deeds by which the title to the 65-Acre Parcel is held, legible copies of any instruments listed in the legal description for the 65-Acre Parcel, and legible copies of all exceptions to title; and (b) a Certificate of Taxes Due or other documentation evidencing that all tares owing on the 65-Acre Parcel have been paid. 6.2. South Conservation Easement. Not later than fifteen (15) days after the Effective Date, CCRC shall provide, at its expense, to the Fund, a title commitment issued by the Title Company, pursuant to which the Title Company shall issue to the Fund a standard coverage owner's policy of title insurance, including "gap" and mechanic's lien coverage, insuring title to the South Conservation Easement, and access to the South Conservation Easement for the purposes described therein, as of the date of Closing in the amount of the Purchase Price for the South Conservation Easement. CCRC shall provide (or have the Title Company provide): (a) deeds by which the CCRC holds title to the South Conservation Easement Parcel, legible copies of any instruments listed in the legal description for the South Conservation Easement Parcel, and legible copies of all exceptions to title; (b) a Certificate of Taxes Due or other documentation C:\wordata\tcf\Child\SouthCE\Exchange Agt 5a 4 9/24/2002 f evidencing that all taxes owing on the South Conservation Easement Parcel have been paid; (c) a copy of the current and previous year's Notice of Assessment, or other satisfactory evidence of the current and previous year's assessed value and assessment category for the South Conservation Easement Parcel; (d) to the extent in CCRC's possession, copies of any surveys or maps of the South Conservation Easement Parcel plans relating to the building improvements, and studies and reports regarding the soils or water on or under the South Conservation Easement Parcel. 6.3. Due Diligence: Inspection• Right of Entry. During the Inspection Period, the Fund shall have the right to enter upon the South Conservation Easement Parcel at reasonable times and upon reasonable notice to CCRC, for surveying, mapping, physical and environmental inspection, conducting an appraisal and other reasonable purposes related to the transaction contemplated hereunder. The Fund is responsible for payment for all inspections, surveys, engineering reports or for any other work performed at the Fund's request and shall pay for any damage which occurs to the South Conservation Easement Parcel as a result of such activities. The Fund shall not permit claims or liens of any kind against the South Conservation Easement Parcel for inspections, surveys, engineering reports and for any other work performed on the South Conservation Easement Parcel at the Fund's request. The Fund agrees to indemnify, protect and hold CCRC harmless from and against any liability, damage, cost or expense incurred by CCRC in connection with any such inspection, claim, or lien. This indemnity includes the CCRC's right to recover all costs and expenses incurred by CCRC to enforce this subsection, including CCRC's reasonable attorney fees. The provisions of this subsection shall survive the termination of this Agreement. 7. ELECTION AT THE END OF THE INSPECTION PERIOD. During the Inspection Period and prior to Closing, each party may review all documents or information described herein or pertaining to the property to be exchanged, and make the above-described physical and environmental inspections, applications, reviews, studies, appraisals, evaluations or surveys required to satisfy itself as to the acceptability and suitability of the respective properties for exchange. Should, for any or no reason and in its sole discretion, either party not be satisfied that the property to be received is acceptable or suitable, it shall notify the other in writing on or before the expiration of the Inspection Period of its dissatisfaction, at which time this Agreement shall be considered null and void and of no further force and effect; provided, however, if the objections are to title or other defects which the other party can reasonably cure within a twenty(20) day period following the receipt of notice from the objecting party, then the party receiving the notice shall have such period to cure such defects to the reasonable satisfaction of the objecting party. Each party shall, at any time, have the right to waive the conditions precedent to its performance under this Agreement before the end of the Inspection Period and if each party elects to waive the conditions precedent to C:\wordataltct\ChildlSouthCE\Exchange Agt Sa 5 9/24/2002 its performance and to terminate the Inspection Period, this Agreement will remain in full force and effect. Failure of either party to notify the other of its dissatisfaction prior to the expiration of the Inspection Period shall be deemed a waiver of this condition precedent and acceptance of the property to be received in exchange as suitable for purchase, as required above. 8. CLOSING DOCUMENTS. 8.1. 65-Acre Parcel. At Closing, the,Fund shall execute and deliver to CCRC or its assigns a good and sufficient special warranty deed, conveying marketable title to the 65-Acre Parcel, free and clear of all liens, encumbrances and other exceptions, except such easements, restrictions and other exceptions as are of record. 8.2. South Conservation Easement. At Closing CCRC shall execute and deliver the South Conservation Easement to the Fund, conveying marketable title to the South Conservation Easement, including access for the purposes described in the South Conservation Easement, free and clear of all liens, encumbrances and other exceptions, except such easements, restrictions and other exceptions as are of record. Any mortgage or deed of trust shall be released or subordinated to the terms of the South Conservation Easement. 9. TAXES. 9.1. 65-Acre Parcel. All taxes and assessments for the 65-Acre Parcel for all years prior to closing will be paid prior to closing. Taxes and assessments for the year of Closing shall be prorated as of the date of Closing based on the most recent ascertainable tax bill. 9.2. South Conservation Easement. All taxes and assessments for the South Conservation Easement Parcel for all years prior to closing will be paid prior to closing. CCRC shall remain responsible for payment of all taxes and assessments on the CCRC Property, including any imposed on or as a result of the South Parcel Conservation Easement, after Closing. 10. COSTS AND FEES. Closing fees and escrow fees, if any, shall be paid equally by the parties. Per page recording costs for the sale of the 65-Acre Parcel shall be paid by CCRC. Per page recording costs for the sale of the South Conservation Easement shall be paid by the Fund. Property transfer tax(es), if any, shall be paid by CCRC. The premium for the 65-Acre Parcel title insurance policy described above shall be paid by the Fund. The premium for the South Conservation Easement title insurance policy described above shall be paid by CCRC. All other Closing costs shall be borne by the parties in accordance with custom in Pitkin County, Colorado. C:\wordata\tcAChild\SouthCE\Exchange Agt 5a 6 9/24/2002 11. CONDITION OF SOUTH CONSERVATION EASEMENT PARCEL, CCRC REPRESENTATIONS. As of the date of this Agreement and the date of Closing, CCRC warrants and represents the following: 11.1. CCRC is the record owner of the South Conservation Easement Parcel. to be encumbered hereunder. Upon the Closing Date, CCRC will have good and marketable title to the South Conservation Easement Parcel, including insurable access to the South Conservation Easement Parcel for the purposes described in the South Conservation Easement. 11.2. There are no actions, suits, proceedings or investigations pending or, to CCRC's knowledge threatened, against or affecting the South Conservation Easement Parcel, or arising out of CCRC's conduct on the South Conservation Easement Parcel or which would affect the ability of the CCRC to fulfill its obligations under this Agreement. CCRC shall provide copies of any notices, actions, suits, proceedings, investigations of any type affecting the South Conservation Easement Parcel, including, without limitation, any notices affecting the taxation, assessment, assessment classification, zoning, or permitted uses of the South Conservation Easement Parcel received at any time prior to or after closing. 11.3. To the best of CCRC's knowledge, CCRC is in compliance with the laws, orders, and regulations of each governmental department, commission, board, or agency having jurisdiction over the South Conservation Easement Parcel in those cases where noncompliance would have a material adverse effect on the South Conservation Easement Parcel. 11.4. Other than this Agreement and agreements with adjoining landowners for fence line boundary adjustments (the terms of which shall be provided to the Fund for its approval during the Inspection Period), CCRC is not party to nor subject to or bound by any agreement, contract or lease of anv kind relating to the South Conservation Easement Parcel. There are no rights of possession to the South Conservation Easement Parcel or options or rights of first refusal in third parties, nor rights of access across the South Conservation Easement Parcel by third parties except as disclosed by Seller in writing during the Inspection Period. 11.5. To the best of CCRC's knowledge, the South Conservation Easement Parcel is not in violation of any federal, state or local law, ordinance or regulation relating to environmental conditions on, under or about the South Conservation Easement Parcel, including, but not limited to, soil and groundwater conditions. Other than typical agricultural chemicals such as DDT, pesticides and herbicides, neither CCRC, nor to the best of CCRC's knowledge any third party, has used, generated, manufactured, refined, produced, processed, stored or disposed of on, or under the South C:\wordata\tct\Child\SouthCE\Exchange Agt 5a 7 9/24/2002 ' r 1�LI/J Conservation Easement Parcel or transported to or from the South Conservation Easement Parcel any Hazardous Materials nor does CCRC intend to use the South Conservation Easement Parcel prior to closing date for the purpose of generating manufacturing, refining, producing, storing, handling, transferring, processing or transporting Hazardous Materials. For the purposes hereof, "Hazardous Materials" shall mean any flammable explosives, radioactive materials, asbestos, petroleum, organic compounds known as polychlorinated biphenyls, chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic substances or related materials, including, without limitation, any substances defined as or included in the definition of"hazardous substances", "hazardous material" or"toxic substances" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sec. 9601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. Sec. 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Sec. 6901 et seq., or any other federal, state or local statute, law, ordinance, code, rule, regulation, order, decree or other requirement of governmental authority regulating, relating to or imposing liability or standard of conduct concerning any hazardous, toxic or dangerous substance or material, as now or at any time hereafter in effect, and in the regulations adopted, published and/or promulgated pursuant to said laws. To the best of CCRC's knowledge there are no underground storage tanks situated on the South Conservation Easement Parcel nor to the best of CCRC's knowledge have such tanks been previously situated thereon. 11.6. No representation, warranty, or statement made herein by CCRC contains any untrue statement of any material fact or omits to state any material fact necessary in order to make such representation, warranty, or statement not misleading. 11.7. CCRC is duly authorized and has taken all necessary actions to execute and perform this Agreement and this Agreement is enforceable against CCRC in accordance with its terms. 12. THE FUND REPRESENTATIONS. As of the date of this Agreement and the date of Closing, the Fund warrants and represents the following: 12.1. Upon the Closing Date, the Fund will have good and marketable title to the 65-Acre Parcel, including insurable access to the 65-Acre Parcel. 12.2. Other than this Agreement and the Child Contract, the Fund is not party to nor subject to or bound by any agreement, contract or lease of any kind relating to the 65-Acre Parcel. C:\wordata\tct\Child\SouthCE\Exchange Agt 5a 8 / 9/24/2002 / lrJ 12.3. No representation, warranty, or statement made herein by the Fund contains any untrue statement of any material fact or omits to state any material fact necessary in order to make such representation, warranty, or statement not misleading. 12.4. The Fund is duly authorized and has taken all necessary actions to execute and perform this Agreement and this Agreement is enforceable against the Fund in accordance with its terms. 13. DAMAGES; DEFAULT. 13.1. CCRC's Remedies. In the event that (a) all of the conditions and contingencies to this Agreement for the benefit of the Fund shall have been satisfied, or waived, (b) CCRC shall have fully performed or tendered performance of its obligations under this Agreement, and (c)the Fund shall be unable or shall fail to perform its obligations under this Agreement. CCRC may elect, at CCRC's sole option: (i) To terminate this Agreement and be released from its obligations hereunder; or (ii) To proceed against the Fund for specific performance of this Agreement. In either event, CCRC shall have the right to seek and recover from the Fund all damages suffered by CCRC as a result of the Fund's default in the performance of its obligations hereunder, including reasonable attorney fees. 13.2. The Fund's Remedies. In the event that (a) all of the conditions and contingencies to this Agreement for the benefit of the CCRC shall have been satisfied, or waived, (b) the Fund shall have fully performed or tendered performance of its obligations under this Agreement, and (c) CCRC shall be unable or shall fail to perform its obligations under this Agreement, the Fund may elect, at the Fund's sole option: (i) To terminate this Agreement and be released from its obligations hereunder; or (ii) To proceed against CCRC for specific performance of this Agreement. In either event, the Fund shall have the right to seek and recover from CCRC all damages suffered by the Fund as a result of CCRC's default in the performance of its obligations hereunder, including reasonable attorney fees. 14. NOTICES. All notices required or permitted hereunder will be deemed to have been delivered only upon actual delivery thereof. All notices required or permitted hereunder shall be given by hand delivery, or sent by telecopier, or sent by Federal Express or other courier for delivery at the soonest possible time offered by such courier, directed as follows: C^,wordata\tc(\Child\SouthCE\Exchange Agt 3a 9 9/24/2002 Jf,� If to CCRC: at the address or fax number shown above. If to the Fund: THE CONSERVATION FUND 1800 North Kent Street, Suite 1120 Arlington, Virginia 22209 Attn: Richard Erdmann, Esquire Fax: 703-525-4610 with a copy to: Ms. Sydney Macy The Conservation Fund 1942 Broadway, Suite 323 Boulder, CO 80302 Fax: 303-938-3763 15. MISCELLANEOUS. 15.1. Broker's Commission. Each party represents to the other that it has not contracted with any broker or finder with regard to this transaction. Each party agrees to indemnify, defend and hold harmless the other from and against any and all liability, claims, demands, damages and costs of any kind arising out of or in connection with any broker's or finder's fee, commission or charges claimed to be due any person in connection with such person's conduct respecting this transaction except as set forth herein. 15.2. Certificate. At or prior to Closing, each party shall furnish to the other a duly executed Certificate of Non-Foreign Status in the form attached to this Agreement as Exhibit "C". Each party hereby declares and represents to the other that it is not a"foreign person" for purposes of withholding of federal tax as described in such Certificate. 15.3. Assi ns. Neither party may assign this Agreement without the prior written approval of the other party, which approval each party may withhold in its reasonable discretion. 15.4. Binding Effect. The terms and conditions of this Agreement shall be binding upon and shall inure to the benefit of the parties and their successors and assigns. 15.5. Exhibits. The exhibits hereto constitute an integral part of this Agreement and are hereby incorporated herein. 15.6. Counterparts: Facsimile Signatures. This Agreement may be executed in counterparts, all of which shall constitute one agreement which shall be C:\wordata\tct\Chitd\SouthCE\Exchange Agt 5a 10 9/24/2002 ���) binding on all of the parties, notwithstanding that all of the parties are not signatories to the original or the same counterpart. Signatures may be evidenced by facsimile transmission and at the request of any party documents with original signatures shall be provided to the other party. 15.7. Severability. If any provision of this Agreement shall be held invalid, the other provisions hereof shall not be affected thereby and shall remain in full force and effect. 15.8. Entire Agreement. This Agreement represents the entire agreement of the parties and may not be amended except by a writing signed by each party thereto. 15.9. Authority. Each party to this Agreement warrants to the other that the respective signatories have full right and authority to enter into and consummate this Agreement and all related documents. 15.10. Merger. The obligations, covenants, representations, warranties and remedies set forth in this Agreement shall not merge with transfer of title but shall survive the closing. 15.11. Further Actions. Each party shall execute and deliver or cause to be executed and delivered any and all instruments reasonably required to convey the properties described herein to the other party and to vest in each party all rights, interests and benefits intended to be conferred by this Agreement. 15.12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. Venue for any dispute shall be Pitkin County, Colorado. 16. SATURDAYS, SUNDAYS, HOLIDAYS. If the final date of any time period of limitation set out in any provision of this agreement falls on a Saturday, Sunday or a legal holiday under the laws of the State of Colorado, then the time of such period shall be extended to the next day which is not a Saturday, Sunday or legal holiday. 17. AS-IS, WHERE-IS. Except as otherwise specifically set forth in this Agreement, the Fund, does not make, and has not authorized anyone else to make, any representations as to: (a) the existence or non-existence of access to or from the 65-Acre Parcel or any portion thereof, (b)the location of the 65-Acre Parcel or any portion thereof within any flood plain, flood prone area or watershed; (c) the availability of water, sewer, electrical, gas or other utility services; (d) the number of acres in the 65-Acre Parcel; (e) the present or future physical condition or suitability of the 65-Acre Parcel, including without limitation, the environmental status of the 65-Acre Parcel; (f) any other matter or thing relating to the 65-Acre Parcel or this Agreement. CCRC expressly acknowledges that (a) no such representations have been made by the Fund (or on the Fund's behalf), and in entering into this Agreement, CCRC does not rely on any representations other than those set forth herein; (b) CCRC has inspected the 65-Acre Parcel, or caused C:\wordata\tct\Child\SouthCE\Exchange Agt Sa 1 1 9/24/2002 }r an inspection of the same to be made on CCRC's behalf, and is thoroughly familiar and fully satisfied therewith. CCRC shall take title to and possession of the 65-Acre Parcel in "as is" condition, as of the date thereof, subject to wear and tear until Closing. 18. SPECIAL TAXING DISTRICTS. Special Taxing Districts may be subject to general obligation indebtedness that is paid by revenues produced from annual tax levies on the taxable property within such districts. Property owners in such districts may be placed at risk for increased mill levies and excessive tax burdens to support the servicing of such debt where circumstances arise resulting in the inability of such a district to discharge such indebtedness without such an increase in mill levies. CCRC should investigate the debt financing requirements of the authorized general obligation indebtedness of such districts, existing mill levies of such district servicing such indebtedness, and the potential for an increase in such mill levies. 19. LEAD BASED PAINT DISCLOSURE. Unless exempt, if the improvements on the 65-Acre Parcel include one or more residential dwellings built prior to 1978, this Agreement is expressly conditional upon the execution of a completed lead-based paint disclosure (sales) form by CCRC and the required real estate licensee(s), which must occur prior to or concurrent with the Fund signing such form as an attachment to this Agreement(attached hereto as Exhibit E—Form LP45/M). All parties shall sign such form no later than the Effective Date of this Contract. Until signed by all parties, neither party is bound under this Contract. 20. CONTINGENCIES. The obligations of the parties herein are specifically contingent upon (a) a 1254-acre, more or less, portion of the Properties being rezoned to "Rural and Remote" by Pitkin County on or before December 1, 2002, with the result being that under the Pitkin County Code the 1254-acres so rezoned are eligible for the certification of up to 35 TDRs, with 21 TDRs being associated with the South Conservation Easement Parcel and 14 TDRs being associated with the property to be encumbered pursuant to the North Conservation Easement Contract; (b) CCRC granting a public trail and parking easement along the Nickelson Creek Road (the "Trail Easement") to Pitkin County on terms agreed upon by CCRC and Pitkin County and Pitkin County vacating any claims that Nickelson Road is a public road, on or before Closing; (c) the simultaneous closing on the Child Contract and the Exchange Agreement; and (d) satisfaction of all contingencies in the North Conservation Easement Contract which if not satisfied or waived by the end of the Inspection Period thereunder will cause a termination of the North Conservation Easement Contract. In the event any such contingency is not met or is not waived by the parties, then without regard to whether the Fund has otherwise accepted the condition of the South Conservation Easement Parcel, the parties shall not be obligated to complete this exchange and this Agreement shall terminate. C:\wordata\Ict\Child\SouthCE\Exchange Agt 5a 12 9/24/2002 �r 11%262002 08:5" LAW OFFICES 4 1970920519S. N0.792 906 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. CCRC CAPITOL CREEK RANCH COMPANY, a Colorado corporation Title: �r/'�►s 'G�e�n-� STATE OF COLORADO ) COUNTY OF ss. e foregoing instrument was acknowledg$d before me W day of , 2002, by "£l as Ranch Co of Capitol Creek mpany, a Colorado corporation. WITNESS my hand and official seal. My commission expires: Q - O- ©QZ (SEAT,) I Notary Pu C;t"f4ainVcNCh'WOuthCDExchange Agi Sa ')aaaooz 1 �C1 11/26i2002 CtE;:57 LAW OFFICES � 1970920519c N0.792 P07 THE NI D THE CONSERVATION FUND, a Maryland(non-profit corporation BY! Date: Its: C r,�- 4 OF LIMA o0j COUNTY OF /r )ss. i e foregoing instrumenlyvas acknowledge efore me thi 2002, by pgay of of a Co ervstion Fund a Maryland non-proft corporadon. WnWESS my hand and official seal. My co ission expires: dtp - ';�O® 2 (SEAL) Notary P is [aword,ttaltcftChildtSauUtCL%Exchan$c Agt 3a 14 EXHIBIT "A" DESCRIPTION OF 65-ACRE PARCEL The final description of the 65-Acre Parcel will be agreed upon during the Inspection Period described in the Agreement. C:\wordata\tct\Child\SouthCE\Exchange Agt 5a 15 9/24/2002 l EXHIBIT "A-1" DESCRIPTION OF SOUTH CONSERVATION EASEMENT PARCEL The final description of the South Conservation Easement Parcel will be agreed upon during the Inspection Period described in the Agreement. C:\wordata\tct\Child\SouthCE\Exchange Agt 5a 16 9/24/2002 EXHIBIT "B" MAP OF PROPERTY The final map of the Property will be agreed upon during the Inspection Period described in the Agreement. C:\wordata\tct\Child\SouthCE\Exchange Agt Sa 17 JJ 9/24/2002 EXHBIIT "C" FORM OF SOUTH CONSERVATION EASEMENT The final form of the South Conservation Easement will be agreed upon during the Inspection Period described in the Agreement. C:\wordata\tcHChild\SouthCE\Exchange AV is 18 9/24/2002 EXHIBIT "D" AFFIDAVIT OF NON-FOREIGN STATUS Section 1445 and Section 6045 of the Internal Revenue Code provide that the Transferee of a real property interest must withhold tax if the Transferor is a foreign person and must provide certain sales related information to the Internal Revenue Service. To inform Purchaser(the "Transferee")that withholding of tax is not required upon its disposition of a U.S. real property interest, more particularly described in the Contract for Sale of Real Estate annexed hereto Seller(the"Transferor"), hereby certifies that: 1. Transferor is not a non-resident alien for purposes of U.S. income taxation. 2. Transferor's tax identification number is: 3. Transferor's principal business address is: 4. The gross sales price of this transfer is: 5. Transferor understands that this affidavit and information contained herein will be disclosed to the Internal Revenue Service by the Transferee and that any false statement made herein by Transferor could be punished by fine, imprisonment,or both. Under penalties of perjury, Transferor declares that Transferor has examined this certification and, to the best of Transferor's knowledge and belief, it is true, correct and complete. TRANSFEROR: By: Date: Title: STATE OF ) ss COUNTY OF ) SUBSCRIBED, sworn to and acknowledged before me by as SELLER and TRANSFEROR, who acknowledged the foregoing AFFIDAVIT OF NON- FOREIGN STATUS on this day of 2002. Notary Public My commission expires: C:\wordata\tct\Child\SouthCE\Exchange Agt 5a 19 % 9/24/2002 w n.C.W. ar riww C�'tP4Lk.wrl ---- Lead-Based Paint Disclosure(Sales) II Attachment to Contract to Buy and Sell Real Estate for the Property known as ' a. WARINING!LEAD FROM PADIrL DUST:AND SOEL CAN BE DANGEROUS IF NOT MANAGED PROPERLY Penalties for failure to Comply with Federal Lead-Based Paint Disclosure Laws include treble(3 times) damages,attorney fees,costs.and a penalty up to S10,000 for each violation. Disclosure of Information on Lead-Based Paint and/or Lead-Based Paiat Hazards Lead Warning Statement Every purchaser of any interest in residential real property on which a residential dwelling was built prior[o 1973 is notified that such property may present exposure to l children at risk of developing lead poisoning Lead poisoni cad from lead-based paint that may place young ng in young children may produce permanent neurological damage,including learning disabilities,reduced intelligence Quotient,behavioral problems,and impaired memory. Lead poisoning also poses a particular risk to pregnant women.The Seiler of any interest in residential real property is required to provide the buyer with any information on lead-based paint hazards from risk assessments or inspections in the Seller's possession and notify the buyer of any known lead-based paint A risk assessment or inspection for possible lead-based paint hazards is recommended prior to Seller's Disclosure to Buyer and Real Estate Licensee(s)and Acknowledgment (a)Seiler admowledaes that Sala has been informed of Scues obhpaona Seller is swum that Seiler must retain a copy of this duch"am for am less thaa duac yeah from the oompleaon date of the tale (b)Prempar Of la)based panes and/or kad-based paint hazards(crack one bee belawy o Sena has an knawledso of any m�� d Paint and/or la .buad paint harards present in the housing Perim and/or lad-based plum banana paesen in the bousina(aphis (c)Records and reports available to Sala(check one box belowg ❑SeOa has oo reports or records Pertaining m lead based paint aad/or lad-based paint harards in the housing. C Seua has pravided Buyer with all available records and reports paranoids to lead-based ads in the bomins(list dommeats belowY paint add/ar leaabased Perim has Boyar's Acknowledgment (d)Buys bu had the Led Wareing Statement above (e)Buys has received Copies of all information. and a y te=eda its costa son,including Family any Leas and repeats Gated by SeOa above 10 Buyer has received the pamphlet"Protect Your Family From Lead in Your Home" (a)Buyer acknowledges federal law requires that before a buyer Ls obHpted under soy contract to buy and sell real estate.Seller Shall Permit rat or a I Oday period(unless the Partin mutually agrm,in writing upon a different Period of time)to conduct a ask assessment or inspection for the presence of lent-based paint and/or read-based paint hazards. (h)Buyec after having reviewed the contents of this forth.and any records and reports listed by Seller,bait elected to(cbo*one box belowY. C Obtain a ask assessment or an inspection of the PmPerry fa the Prxaco of lead-based paint and/or lead-based paint haauds.w ahin the amlimit and under the terms of Section 10 of the Comvaat toBuy and Sell Rat Estate*,or C W oPpomfniry toconduct a risk assesmnt e or moo for the Presence of leadbased trains and/or Wad-based paint Real Estate Licensee's Acknowledgment Each real estate lieeasa syoing below acrmowledges receipt of the above Seller's Diaelnue has tiou and is aware of licensee's responsibility to ensure comps' informed Sella of Seller's obrip. Certification of Accuracy 1 ce"afy that the autemems 1 Im made are a¢wase to the beat of my tsowletge saw - car. raw o— I err r��ir+..wr r>. err ra.k��iary or I EXHIBIT "E" LEAD-BASED PAINT DISCLOSURE 11/262002 05:57 LAW OFFICES 4 19709205193 NO.792 1702 CONTRACT FOR SALE OF REAL ESTATE (Child 65-Acre Parcel - Pitkin County, Colorado) THIS CONTRACT FOR SALE OFRE iL ESTAT$(tile "Agreement" or the"Child Contract") is entered into thisa day of s 2002, by and between ROBERT W. CHILD, JR., whose address isv344 San Dimas Avenue, Oceanside, CA 92057 (facsimile number: ) (the "Seller") and THE CONSERVATION FUND, a Maryland non-profit corporation with offices at 1800 North Kent Street, Suite 1120, Arlington, Virginia 22209 Attention: General Counsel(facsimile number: 70.3-525- 4610) (the "Purchaser"). The following exhibits are attached hereto and made a pan of this Agreement: Exhibit A - Description of 65-Acre Parcel Exhibit B - Map of Property Exhibit C - Affidavit of Non-foreign Status Exhibit E Lead Based Paint Disclosure RECITALS: A. The transactions contemplated in the Capitol Creek Ranch Contracts, described herein in Recital F, involve the following properties: (1) the 1406-aerc, more or less, Capitol Creek Ranch property currently owned by Capitol Creek Ranch Company(the "CCRC Property", or the "Rauch"); (2) the adjacent 65-acre, more or less, property owned by Robert W. Child, Jr. (the"65-Acre Parcel'); and (3) the adjacent 35-acre,more or less, parcel owned by CCRC and Robert W. Child, Jr. (the "35-Acre Parcel'). The total acreage involved in these timuactions is 1506 acres. Collectively the three parcels are referred to as the "Properties". B. Seller is the owner of 65 acres of land, more or less, located in Pitkin County, Colorado, which is described on the attached Exhibit A, and shown on the attached Exhibit B (the "65-Acre Parcel'). C. The Properties are located in the Capitol Creek valley. The 65-Acre Parcel includes a residence and other structures,meadows, ranchland and open areas. The Properties include significant natural areas which provide habitat for a variety of animals including deer, elk, small mammals and birds. The Properties also provides a wildlife corridor to adjacent properties. D. The Purchaser wishes to acquire the Property, described herein, for the-purpose of conveying the Property to an adjoining landowner. Capitol Creek Ranch Company, a Colorado corporation ("CCRC"), in exchange for a conservation easement on 753 acres, more or less, located on the southern portion of the CCRC Property(the "South Capitol Creek Conservation Easement" or the"South Conservation Easement") pursuant to a Contract for Exchange of Property C:1wordataltcfkCh0"3atre parcen coritri1c,) 1 between those parties (the "Exchange Agreement") dated the same day as this Agreement. The South Conservation Easement will preserve a large acreage in an open and substantially natural condition, and will preserve scenic vistas, agricultural lands and wildlife habitat. E. In a related transaction, The Conservation Fund and CCRC have entered into an agreement (the "North Conservation Easement Contract") for the sale of a conservation easement that will encumber the 753-acre northern portion of the Properties (the "North Conservation Easement"). F. The Child Contract, the Exchange Agreement and the North Conservation Easement Contract are collectively referred to as the "Capitol Creek Ranch Contracts". The parties intend that the Child Contract and the Exchange Agreement close in a simultaneous closing with the result that The Conservation Fund owns the South Capitol Creek Conservation Easement, that CCRC owns the 65-Acre Parcel, and that the northerly 753-acres, more or less, of the Properties are subject to the terms of the North Conservation Easement Contract. AGREEMENT: The parties agree as follows: 1. PROPERTY. Seller agrees to sell and Purchaser agrees to buy, on the terms and conditions set forth in this Agreement, the following, which is referred to as the "Property": The 65-Acre Parcel, including, without limitation, if owned by Seller on the Effective Date, any and all buildings, improvements and fixtures situated thereon, and any and all crops and timber growing thereon, any and all surface or subsurface sand, gravel, oil, gas, or mineral rights owned by Seller, any and all surface and subsurface water appurtenant to or associated with the 65-Acre Parcel, and any and all well, spring, reservoir, storage, domestic, irrigation, subirrigation, livestock water or ditch rights of any type, including all shares or certificates of any type in ditch or water delivery companies or associations, any and all grazing rights and permits and other surface and subsurface rights, irrigation equipment and facilities, any and all other permits, hereditaments, easements, recorded rights of access, historic rights of access, any stockpiled sand, gravel or minerals, incidents and appurtenances belonging thereto. 2. EFFECTIVE DATE. The Effective Date of this Agreement shall be the last date signed by either party. 3. EARNEST MONEY DEPOSIT. Within seven days of the Effective Date of this Agreement Purchaser shall deliver the sum of Twenty Thousand and no/100s Dollars ($20,000.00) in escrow as an earnest money deposit with Pitkin County Title Company, 601 E. Hopkins, Aspen, CO 81611, telephone: 970-925-1766; facsimile: 970-925-6527 (the "Title Company") as escrow agent to be held in an interest bearing account. The earnest money deposit and the interest earned on the CAwordata\tct\Chi1d\65acre parcel\contract 5 2 9/24/2002 deposit are referred to as the "Deposit". The Deposit shall become non- refundable in the event the conditions described herein for the benefit of the Purchaser are satisfied or are waived by the Purchaser, and the Contingencies described in paragraph 18 are satisfied or are waived by the Purchaser. If and when Closing occurs, the Deposit shall be applied to the Purchase Price of the Property. 4. PURCHASE PRICE. The purchase price for the Property, including the Deposit, shall be One Million Five Hundred thousand and No/100s Dollars ($1,500,000.00) (the "Purchase Price"). The Purchase Price shall be paid by Purchaser to Seller as follows: 4.1. Closing funds. At closing, the balance of the Purchase Price in cash, certified funds, or by wire transfer of federal or other immediately available funds. 5. CLOSING DATE. The closing of the transaction contemplated hereunder(the "Closing") shall be held at the office of the Title Company within thirty(30) days after the end of the Inspection Period (the "Closing Date"). The date, time and place of Closing shall be set by mutual agreement of the parties. 6. SATISFACTORY INSPECTION AND REVIEW. The Seller and Purchaser expressly covenant and agree that Purchaser's satisfaction upon the review and inspection provided for herein is a specific condition precedent to the obligation of Purchaser to purchase the Property. Purchaser shall have a period in which to review the documents and to make the inspections described below. The period of inspection (the "Inspection Period"), unless extended as provided herein, shall terminate on the earlier of. (i) Receipt by Seller of notice from Purchaser that the Property is suitable for purchase; or (ii) Midnight, Mountain Time, one hundred twenty(120) days following the Effective Date. 6.1. Documents. Not later than fifteen (15) days after the Effective Date, Seller shall provide, at Seller's expense, to Purchaser: (a) a title commitment issued by the Title Company, together with legible copies of the deed or deeds by which the Seller holds title to the Property, legible copies of any instruments listed in the legal description for the Property, and legible copies of all exceptions to title, pursuant to which the Title Company shall issue to Purchaser a standard coverage owner's policy of title insurance, including "gap" and mechanic's lien coverage, insuring title and access to the Property as of the date of Closing in the amount of the Purchase Price; (b) a Certificate of Taxes Due or other documentation evidencing that all taxes owing on the Property have been paid in full; (c) a copy of the current and previous year's Notice of Assessment, or other satisfactory evidence of the current and previous year's assessed value and assessment category for the Property; (d) to the extent in Seller's possession, copies of any surveys or maps of the Property, plans relating to the building CAwordata\tct\Child\65acre parcel\contract 5 3 9/24/2002 C� improvements, and studies and reports regarding the soils or water on or under the Land. 6.2. Due Diligence: Inspection; Right of Entry. During the Inspection Period, Purchaser shall have the right to enter upon the Property at reasonable times and upon reasonable notice to Seller, for surveying, mapping, physical and environmental inspection, conducting an appraisal and other reasonable purposes related to the transaction contemplated hereunder. Purchaser is responsible for payment for all inspections, surveys, engineering reports or for any other work performed at Purchaser's request and shall pay for any damage which occurs to the Property as a result of such activities. Purchaser shall not permit claims or liens of any kind against the Property for inspections, surveys, engineering reports and for any other work performed on the Property at Purchaser's request. Purchaser agrees to indemnify, protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller in connection with any such inspection, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to enforce this subsection, including Seller's reasonable attorney fees. The provisions of this subsection shall survive the termination of this Agreement 7. ELECTION AT THE END OF THE INSPECTION PERIOD. During the Inspection Period and prior to Closing, Purchaser may review all documents or information described herein or pertaining to the Property, and make the above- described physical and environmental inspections, applications, reviews, studies, appraisals, evaluations or surveys required to satisfy itself as to the acceptability and suitability of the Property for purchase. Should, for any or no reason and in its sole discretion, Purchaser not be satisfied that the Property is acceptable or suitable, Purchaser shall notify Seller in writing on or before the expiration of the Inspection Period of its dissatisfaction, at which time this Agreement shall be considered null and void and of no further force and effect and the Deposit shall be promptly returned to Purchaser; provided, however, if the objections of Purchaser are to title or other defects which Seller can reasonably cure within a twenty (20) day period following the receipt of notice from Purchaser, Seller shall have such period to cure such defects to the reasonable satisfaction of Purchaser. Purchaser shall, at any time, have the right to waive the conditions precedent to its performance under this Agreement before the end of the Inspection Period and if Purchaser elects to waive the conditions precedent to its performance and to terminate the Inspection Period, this Agreement will remain in full force and effect and the Deposit shall become non-refundable except as otherwise provided herein. Failure of Purchaser to notify Seller of its dissatisfaction prior to the expiration of the Inspection Period shall be deemed a waiver of this condition precedent and acceptance of the Property as suitable for purchase, as required above. CAwordata\tct\Child\65acre parcel\contract 5 4 9/24/2002 C/ g. CLOSING DOCUMENTS. At Closing, Seller shall execute and deliver to Purchaser or its assigns a good and sufficient general warranty deed in a form acceptable to Purchaser, conveying good marketable and insurable title to the Property, including access to the Property, free and clear of all liens, encumbrances and other exceptions, except such easements, restrictions and other exceptions as are of record and are not objected to by Purchaser during the Inspection Period. Of the inclusions listed in paragraph 1, any water rights will be conveyed by Quit Claim deed and all other inclusions will be conveyed by Bill of Sale or other applicable legal instruments. 9. CONDITION OF THE PROPERTY, REPRESENTATIONS. As of the date of this Agreement and the date of Closing, Seller warrants and represents the following: 9.1. Seller is the record owner of the Property to be conveyed hereunder. Upon the Closing Date, Purchaser will have good and marketable title to the Property, including insurable access to all portions of the Property. 9.2. There are no actions, suits, proceedings or investigations pending or, to Seller's knowledge threatened, against or affecting the Property, or arising out of Seller's conduct on the Property or which would affect the ability of the Seller to fulfill its obligations under this Agreement. Seller shall provide copies of any notices, actions, suits, proceedings, investigations of any type affecting the Property, including, without limitation, any notices affecting the taxation, assessment, assessment classification, zoning, or permitted uses of the Property received at any time prior to or after closing. 9.3. To the best of Seller's knowledge, Seller is in compliance with the laws, orders, and regulations of each governmental department, commission, board, or agency having jurisdiction over the Property in those cases where noncompliance would have a material adverse effect on the Property. 9.4. Other than this Agreement, Seller is not party to nor subject to or bound by any agreement, contract or lease of any kind relating to the Property. There are no rights of possession to the Property or options or rights of first refusal in third parties, nor rights of access across the Property by third parties. 9.5. To the best of Seller's knowledge, the Property is not in violation of any federal, state or local law, ordinance or regulation relating to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions. Other than typical agricultural chemicals such as DDT, pesticides and herbicides, neither Seller, nor to the best of Seller's knowledge any third party, has used, generated, manufactured, refined, produced, processed, stored or disposed CAwordata\tct\Child\65acre parcel\contract 5 5 9/24/2002 C; of on, or under the Property or transported to or from the Property any Hazardous Materials nor does Seller intend to use the Property prior to closing date for the purpose of generating, manufacturing, refining, producing, storing, handling, transferring, processing or transporting Hazardous Materials. For the purposes hereof, '`Hazardous Materials" shall mean any flammable explosives, radioactive materials, asbestos, petroleum, organic compounds known as polychlorinated biphenyls, chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic substances or related materials, including, without limitation, any substances defined as or included in the definition of"hazardous substances", "hazardous material" or"toxic substances" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sec. 9601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. Sec. 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Sec. 6901 et seq., or any other federal, state or local statute, law, ordinance, code, rule, regulation, order, decree or other requirement of governmental authority regulating, relating to or imposing liability or standard of conduct concerning any hazardous, toxic or dangerous substance or material, as now or at any time hereafter in effect, and in the regulations adopted, published and/or promulgated pursuant to said laws. Except for two underground diesel fuel tanks, to the best of Seller's knowledge there are no underground storage tanks situated on the Property nor to the best of Seller's knowledge have any other such tanks been previously situated thereon. 9.6. No representation, warranty, or statement made herein by Seller contains any untrue statement of any material fact or omits to state any material fact necessary in order to make such representation, warranty, or statement not misleading. 9.7. Seller is duly authorized and has taken all necessary actions to execute and perform this Agreement and this Agreement is enforceable against Seller in accordance with its terms. 10. CONDITION OF PROPERTY, LIABILITY. Seller has made certain representations and warranties concerning the Property and its condition. During the Inspection Period the Purchaser has the right to inspect the condition of the Property. Nothing in this contract shall relieve either party of liability for misrepresentation, breach of warranty or failure to reasonably inspect the condition of the Property. 11. TAXES. Seller shall pay at Closing any sales, excise, conveyance or transfer tax, of any type. Seller shall pay all general and special taxes, assessments, fees and charges of any type (including without limitation, any for water, sewer, irrigation and special districts), for the Property for all years prior to Closing. At Closing CAwordata\tcAChild\65acre parcel\contract 5 6 9/24/2002 real property taxes and assessments and other taxes and assessments for the year of Closing shall be prorated as of the date of Closing based on the most recent ascertainable tax bill or the current assessment of the Property. 12. PRESERVATION OF PROPERTY; RISK OF LOSS. Except as necessary in the ordinary use of the Property as a working ranch, Seller agrees that the Property shall remain as it now is until Closing, that no timber, sand, gravel, minerals, improvements or any other part of the Property shall be sold or removed from the Property, and that it shall neither use nor consent to any use of the Property for any purpose or in any manner which would adversely affect Purchaser's intended use of the Property as a conservation area or similar use. This covenant expressly precludes any commercial timber cutting or mining on the Property. In the event that Seller shall use or consent to such use of the Property, Purchaser may, without liability, terminate this Agreement, in which event the Deposit shall be refunded. 13. COSTS AND FEES. Closing costs and fees shall be paid by the Purchaser. Property transfer tax(es), if any, shall be paid by Seller. The premium for the title insurance policy described above shall be paid by Seller. Per page recording costs, if any, shall be paid by Purchaser. All water, sewer, irrigation, utility, telephone, owner's assessments and all other charges on or for the Property shall be paid by Seller to the date of Closing. All other Closing costs shall be borne by the parties in accordance with custom in Pitkin County, Colorado in which the Property is located. 14. LIQUIDATED DAMAGES; DEFAULT. 14.1. Seller's Remedies. In the event that (a) all of the conditions and contingencies to this Agreement for the benefit of Purchaser shall have been satisfied, or waived by Purchaser, (b) Seller shall have fully performed or tendered performance of its obligations under this Agreement, and (c) Purchaser shall be unable or shall fail to perform its obligations under this Agreement, then the entire amount of the Deposit shall be retained by Seller as liquidated damages under this Agreement, and neither party shall have any further liability to the other. Purchaser and Seller hereby acknowledge and agree that Seller's damages would be difficult or impossible to determine and that the amount of the Deposit is the parties' best and most accurate estimate of the damages Seller would suffer in the event the transaction provided for in this Agreement fails to close, and is reasonable under the circumstances existing as of the date of this Agreement. Purchaser and Seller agree that Seller's right to retain the Deposit shall be the sole remedy of Seller in the event of a breach of this Agreement by Purchaser. 14.2. Purchaser's Remedies. In the event that(a) all of the conditions and contingencies to this Agreement for the benefit of Seller shall have been CAwordata\tct\Child\65acre parcel\contract 5 7 9/24/2002 l ( satisfied, or waived by Seller, (b) Purchaser shall have fully performed or tendered performance of its obligations under this Agreement, and (c) Seller shall be unable or shall fail to perform his obligations under this Agreement, Purchaser may elect, at Purchaser's sole option: (i) To terminate this Agreement and be released from its obligations hereunder, in which event the Deposit shall be returned to Purchaser; or(ii) To proceed against Seller for specific performance of this Agreement. In either event, and in the event of any other violation of the terms of this Agreement, Purchaser shall have the right to seek and recover from Seller all damages suffered by Purchaser as a result of Seller's default in the performance of its obligations hereunder, including reasonable attorney fees. 14.3. Costs and Expenses. In the event of any arbitration or litigation relating to this Agreement, the arbitrator or court shall award to the prevailing party all reasonable costs and expenses, including attorney fees. 15. NOTICES. All notices required or permitted hereunder will be deemed to have been delivered only upon actual delivery thereof. All notices required or permitted hereunder shall be given by hand delivery, or sent by telecopier, or sent by Federal Express or other courier for delivery at the soonest possible time offered by such courier, directed as follows: If to Seller: at the address or fax number shown above If to Purchaser: THE CONSERVATION FUND 1800 North Kent Street, Suite 1120 Arlington, Virginia 22209 Attn: Richard Erdmann, Esquire Fax: 703-525-4610 with a copy to: Ms. Sydney Macy The Conservation Fund 1942 Broadway, Suite 323 Boulder, CO 80302 Fax: 303-938-3763 16. MISCELLANEOUS. 16.1. Broker's Commission. Seller and Purchaser each represent to the other that they have not contracted with any broker or finder with regard to this C:\wordata\tct\Child\65acre parcel\contract 5 8 9/24/2002 y� C' J transaction. Each party agrees to indemnify, defend and hold harmless the other from and against any and all liability, claims, demands, damages and costs of any kind arising out of or in connection with any broker's or finder's fee, commission or charges claimed to be due any person in connection with such person's conduct respecting this transaction except as set forth herein. 16.2. Certificate. At or prior to Closing, Seller shall furnish to Purchaser a duly executed Certificate of Non-Foreign Status in the form attached to this Agreement as Exhibit"C". Seller hereby declares and represents to Purchaser that it is not a"foreign person" for purposes of withholding of federal tax as described in such Certificate. 16.3. Assi ns. The Purchaser shall not assign this Contract without the prior written approval of Seller, which approval shall not be unreasonably withheld. 16.4. Binding Effect. The terms and conditions of this Agreement shall be binding upon and shall inure to the benefit of the parties' heirs, executors, administrators, successors and assigns. 16.5. Exhibits. The exhibits hereto constitute an integral part of this Agreement and are hereby incorporated herein. 16.6. Counterparts; Facsimile Signatures. This Agreement may be executed in counterparts, all of which shall constitute one agreement which shall be binding on all of the parties, notwithstanding that all of the parties are not signatories to the original or the same counterpart. Signatures may be evidenced by facsimile transmission and at the request of any party documents with original signatures shall be provided to the other party. 16.7. Severabilitv. If any provision of this Agreement shall be held invalid, the other provisions hereof shall not be affected thereby and shall remain in full force and effect. 16.8. Entire Agreement. This Agreement represents the entire agreement of the parties and may not be amended except by a writing signed by each party thereto. 16.9. Authority. Each party to this Agreement warrants to the other that the respective signatories have full right and authority to enter into and consummate this Agreement and all related documents. 16.10. Merger. The obligations, covenants, representations, warranties and remedies set forth in this Agreement shall not merge with transfer of title but shall survive the Closing. 16.11. Further Actions. Each party shall execute and deliver or cause to be executed and delivered any and all instruments reasonably required to convey the Property to Purchaser and to vest in each party all rights, interests and benefits intended to be conferred by this Agreement. C`ovordata\tct\Child\65acre parcel\contract 5 9 9R4/2002 / 16.12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. Venue for any dispute shall be Pitkin County, Colorado. 16.13. Offer. When signed and delivered to the Seller by Purchaser, this Agreement will constitute an offer to the Seller that can be accepted only by the Seller signing and delivering to Purchaser an executed original of this Agreement on or before (but not after) 2002. Purchaser may withdraw such offer in writing at any time prior to its acceptance. 16.14. Labor and Material. Existing Leases. Seller shall deliver to Purchaser at Closing an affidavit, on a form acceptable to the Title Company and to Purchaser's lender, if applicable, signed by Seller that no labor or materials have been furnished to the Property within the statutory period for the filing of mechanics' or materialmen's liens against the Property. If labor or materials have been furnished during the statutory period, Seller shall deliver to the Title Company and to Purchaser an affidavit signed by Seller and the person or persons furnishing the labor or materials that the costs thereof have been paid. Seller shall also provide an affidavit to the title company affirming that there are no leases or tenancies for the Property. 17. SATURDAYS, SUNDAYS, HOLIDAYS. If the final date of any time period of limitation set out in any provision of this Agreement falls on a Saturday, Sunday or a legal holiday under the laws of the State of Colorado, then the time of such period shall be extended to the next day which is not a Saturday, Sunday or legal holiday. 18. PURCHASER'S CONTINGENCIES. Specific contingencies to Purchaser's obligation to perform hereunder are (1) the approval, in its sole discretion, by the Purchaser's Board of Directors, of the transaction contemplated prior to the end of the Inspection Period; and (2) Purchaser obtaining sufficient funding for the acquisition, as determined by the Purchaser in its sole discretion, at any time prior to the end of the Inspection Period. If either such contingency is not met or waived by the Purchaser, without regard to whether the Purchaser has otherwise accepted the condition of the Property, then this Contract shall be null and void, and the Deposit shall be returned to the Purchaser. 19. SELLER'S AND PURCHASER'S CONTINGENCIES. 19.1. Seller's Contingency. Without relieving the Seller of liability for failure to comply with the terms of this Agreement, a specific contingency to Seller's obligation to sell the Property hereunder is the simultaneous closing on the Child Contract and the Exchange Agreement, and the satisfaction of all contingencies in the North Conservation Easement Contract which if not satisfied or not waived by the end of the Inspection Period thereunder will cause a termination of the North Conservation Easement Contract. If the Seller is in full compliance with the terms of all this Agreement, and, nonetheless, the Child Contract or the Exchange C:lwordata\tct\Child\65acre parcel\contract 5 10 9/24/2002 Agreement fails to close, then (a) the Seller shall not be obligated to sell the Property, and (b) if the Purchaser is in default under this Agreement, the Seller shall be entitled to the Seller's remedies under this Agreement. 19.2. Purchaser's Continizency. Without relieving the Purchaser of liability for failure to comply with the terms of this Agreement, a specific contingency to Purchaser's obligation to purchase the Property is the simultaneous closing on the Child Contract and the Exchange Agreement, and the satisfaction of all contingencies in the North Conservation Easement Contract which if not satisfied or not waived by the end of the Inspection Period thereunder will cause a termination of the North Conservation Easement Contract. If the Purchaser is in full compliance with the terms of this Agreement, and nonetheless the Child Contract or the Exchange Agreement fails to close, then without regard to whether the Purchaser has otherwise accepted the condition of the Property(a)the Purchaser shall not be obligated to purchase the Property and the Deposit shall be returned to the Purchaser, and(b) if the Seller is in default under this Agreement,then the Purchaser shall be entitled to the Purchaser's remedies described herein. 19.3. Seller's and Purchaser's RezoningContingency.ontingency. The obligations of the parties herein are specifically contingent upon a 1254-acre, more or less, portion of the Properties being rezoned to "Rural and Remote" by Pitkin County, on or before December 1, 2002, with the result being that under the Pitkin County Code the 1254-acres so rezoned are eligible for the certification of up to 35 TDRs. In the event this contingency is not met or is not waived by the parties, then without regard to whether the Purchaser has otherwise accepted the condition of the Property, the Purchaser shall not be obligated to purchase the Property and the Deposit shall be returned to the Purchaser. 20. SPECIAL TAXING DISTRICTS. Special Taxing Districts may be subject to general obligation indebtedness that is paid by revenues produced from annual tax levies on the taxable property within such districts. Property owners in such districts may be placed at risk for increased mill levies and excessive tax burdens to support the servicing of such debt where circumstances arise resulting in the inability of such a district to discharge such indebtedness without such an increase in mill levies. Purchaser should investigate the debt financing requirements of the authorized general obligation indebtedness of such districts, existing mill levies of such district servicing such indebtedness, and the potential for an increase in such mill levies. 21. LEAD BASED PAINT DISCLOSURE. Unless exempt, if the improvements on the Property include one or more residential dwellings built prior to 1978, this Agreement is expressly conditional upon the execution of a completed lead-based paint disclosure (sales) form by Seller and the required real estate licensee(s), which must occur prior to or concurrent with the Fund signing such form as an attachment to this Agreement(attached hereto as Exhibit E—Form LP45/M). All parties shall sign such form no later than the Effective Date of this Contract. Until signed by all CAwordata\tct\Child\65acre parcel\contract i 11 9/24/2002 11/26/2002 08:57 LAW OFFICES 19709205192 NO.792 903 Parties, neither party is bound under this Contract. IN g7TAMS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. SELLER ROBERT W. CHMD, JR, Date: STATE OF COLORADO ) COUNTY OF } ss. e foregoing 002 men 2002, by was acknowled ed before me this J160" day of i� b L3 and as Seller, WITNESS my hand and official seal. My co fission expires: 0—p0O 2— (SEAL) 7 r I Notary blic I C:�Wa(d=MICAChifdk65aera parcel)contract S 12 9n_ar,00Z V 11/26/2002 02:57 LAIJ OFF ICE'C -3 19709205198 NO.792 D04 PURCHASER THE CONSERVATION FUND, a Maryland non-profit corporation By: Date: ,5? Its: 0 rn ry j" OF COUNTY OF P—/Moot- ) ss: Th foregoing instrument was ac wledged before me thiday of by 4 S as of a Co ervation Fund,a as Purchaser. N.laryiand non-profit corporation WITNESS my hand and official seal. MY mmission expires: / (SEAL N Public CA%mrdankcAChlIdl6Jecrc pwccA contract 5 13 paaaooz � � , , '� � �4�'� l L'L;� � � � n ., �.; �L �( ��f ����� �( EXHIBIT "A" DESCRIPTION OF PROPERTY The final description of the Property will be agreed upon during the Inspection Period described in the Agreement. CAwordata\tcAChild\65acre parcel\contract 5 14 9/2412002 EXHIBIT "B" MAP OF PROPERTY The final map of the Property will be agreed upon during the Inspection Period described in the Agreement. CAwordata\tct\Child\65acre parcel\contract 5 15 9/24/2002 �3 EXHIBIT "C" AFFIDAVIT OF NON-FOREIGN STATUS Section 1445 and Section 6045 of the Internal Revenue Code provide that the Transferee of a real property interest must withhold tax if the Transferor is a foreign person and must provide certain sales related information to the Internal Revenue Service. To inform THE CONSERVATION FUND (the"Transferee")that withholding of tax is not required upon its disposition of a U.S. real property interest, more particularly described in the Contract for Sale of Real Estate annexed hereto Robert W. Child(the "Transferor"), hereby certifies that: 1. Transferor is not a non-resident alien for purposes of U.S. income taxation. 2. Transferor's tax identification number is: 3. Transferor's principal business address'is: 4. The gross sales price of this transfer is: 5. Transferor understands that this affidavit and information contained herein will be disclosed to the Internal Revenue Service by the Transferee and that any false statement made herein by Transferor could be punished by fine, imprisonment, or both. Under penalties of perjury, Transferor declares that Transferor has examined this certification and,to the best of Transferor's knowledge and belief, it is true, correct and complete. TRANSFEROR: Date: Robert W. Child,Jr. STATE OF ) ss: COUNTY OF ) SUBSCRIBED, sworn to and acknowledged before me by and as SELLER and TRANSFEROR, who acknowledged the foregoing AFFIDAVIT OF NON-FOREIGN STATUS on this day of 2002. Notary Public My commission expires: CAwordata\tcflChild\65acre parcel\contract 5 16 9/24/2002 ^ C/ Yr q ft wlaua tar/lab 4rw cow. 454 Glw . �l aaa ah>Grlrlaltl4il-M Lead-Based Paint Disclosure(Sales) �I Attachment to Contract to Buy and Sell Real Estate for the Property known as sawrar� Gov yr rs i. WARNING?LEAD FROM PAINT,DUST AND SOIL CAN BE DANGEROUS IF NOT MANAGED PROPERLY Penalties for failure to comply with Federal Lesd-Based Paint Disclosure Laws include treble(J times) damages,attorney fees,cosh and a penalty up to 510,000 for each violation. Disclosure of Information on Lead-goacd Paint and/or Lead-Based Paint Hazards Lead Warning Statement Every purchaser of any interest in residential real property on which a residential dwelling was built prior to 1978 is notified that such property may present exposure to lead from lead-based paint that may place young children at risk of developing lead poisoning. Lead poisoning in young children may produce permanent neurological damage,including learning disabilities,reduced intelligence quotient,behavioral problems,and impaired memory.Lead poisoning also poses a particular risk to pregnant women.The Seiler of any interest in residential real property is required to provide the buyer with any information on lead-based paint hazards from risk assessments or inspections in the Seller's possession and notify the buyer of any known lead-based paint hazards A risk assessment or inspection for possible lead-based paint hazards is recommended prior topurchase Seller's Disclosure to Buyer and Real Estate Liattsee(s)and Acknowledgment (a)Seller acknowledges that Seller has been informed of Seller's oblipdons Seller is aware that Seller must retain a copy of this disclosure for not Was than three years from the complaboo dau of the sae (b)Presence of lesd-based palm and/or lead-booed Penn hazards(cbmk one boa bebwY. ❑Sella bas no knowledge of any Wad based Mot and/or Wad-based pent bawds present in the bousiag, ❑Seiler has Imowtedg¢of lad-b led Pun and/or lad-bond point haatds present in the housiog(aplainy. (c)Records and ra mu available to Saw(check Coe loner bebwy 0 Sella hat oo repasts or records pertaining to lead-booed paint and/or lead-based palm hazards Lathe housing. ❑Salim bas provided Buyer with ad available records and reports per sum a to lad-based pain and/or kad4med pain has arils in the horsing(fist documents below): Buya%Acknowledgment (d)Buyer boo read the Lad Warning statement above and understands its com aus (a)Buyer has rtedved copies of all mfomtabM including MY MCords and teports listed by Selig above (t)Buys has received the Pomphlet"Protect Your Family From Lead in Your Home" (g)Buyer aclmowkdga federal law reauires that before a buyer is oblipted undo any contract to buy and sed red estate.Sella shall permit Buyer a IQday period(unless the parties mumally agree,in wrida`upon a different period of time)to Conduct a nsk assessment or inspection for the presence of lead-based pain and/or lad-band paint haands. (b)Buyer,after having reviewed the contenu of this form,and any records and tepottt listed by Seller:hat elected to(check Coe boa below): D Ohms a risk awassmen or an insPMM of the Property for the presence of lead-based paint and/or lad-based pain baards,within the time Limit and undo the terms of Section to of the Conu=to guy and SeB Rol Estate,or 0 Waive the opportunitY to conduct a risk asses em or inPectian for the Preseaa of lad-based point and/or lad-based pain j hazards i Real Estate Licensee's Acknowledgment Each rat estate heamee:aping below xlmowledaa receipt of the above Seller's Disclosure,has informed Seger of Sellers obigW am and is swore of Haman's rtsamubdity to ensure compliance Certification of Assmacy I certify that the statements I have made are accurate to the best of my knowledge err err , ow s+r ow ar�t�n...t o� r�rP_ra�or`rs o� i I EXHIBIT "E" LEAD-BASED PAINT DISCLOSURE