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<br /> OPTION TO PURCHASE AN AGRICLJj,'rURAL CONSERVAnON EASEMENT
<br /> 12. RIGHT OF ENTRY AND INSPECTION. During the period of time this Option remains in effect, Buyer
<br /> shall have the right, at its expense, to enter upon the Property at reasonable times to conduct an
<br /> environmental inspection and assessment to detect hazardous or toxic substances, to have the title to the
<br /> Property examined, and for other reasonable purposes related to this transaction. Buyer shall give notice
<br /> in writing to Seller of any defects and objections to the title and Seller shall clear the title of defects and
<br /> objections so specified within forty-five (45) days after notice thereof. In the event Seller cannot correct
<br /> defects in or objections to the title so as to be able to deliver good and merchantable title free and clear of
<br /> all liens, encumbrances, restrictions, and easements, Buyer may, at its election, cancel this Option, in
<br /> which case the consideration paid for this Option shall be refunded. Based upon the results of the
<br /> environmental inspection and assessment, the Buyer may elect to refuse to accept the conservation
<br /> easement, in which case consideration paid for this Option shall be refunded.
<br /> 13. SELLER'S REPRESENTATIONS AND WARRANTIES. The Seller hereby warrants and represents
<br /> to Buyer the following matters and agrees to indemnify, defend and hold Buyer harmless from any Voss or
<br /> liability relating to these matters, with the intent that these representations, warranties and indemnities
<br /> shall survive closing.
<br /> a. Title to the Property./Authority. Seller is the sole legal owner of the Property in fee simple. The
<br /> Property is not now subject to any written option or agreement of sale. To the best of Seller's
<br /> knowledge and belief, the Property is not now subject to any claim or legal proceeding except as
<br /> set forth herein. Seller has the full power and authority to execute this Option and all agreements
<br /> and documents referred to in this Option and to fully perform as required by this Option.
<br /> b. Condition of Property. Seller is not aware of any facts that would have adverse effect on the
<br /> efficacy of the Conservation Easements in protecting the conservation values set forth in the
<br /> Conservation Easements.
<br /> C. Hazardous Materials. The Property is not now nor, to the best of the knowledge and belief of the
<br /> Seller, has it ever been used for the manufacture, use, storage or disposal of any hazardous or
<br /> toxic substance, material or waste within the meaning of any applicable environmental statute,
<br /> ordinance, or regulation. No hazardous or toxic substance, material or waste, including without
<br /> limitation asbestos or material containing or producing polychlorinated biphenyls (PCBs), is
<br /> presently stored or located on the Property at levels greater than natural background
<br /> concentrations. The Property is not subject to any "superfund" or similar lien or any claim by any
<br /> government regulatory agency or third party related to the release or threatened release of any
<br /> hazardous or toxic substance, material, or waste,
<br /> d. No Condemnation, There are no condemnation proceedings pending with regard to any portion
<br /> of the Property and Seller does not !snow of or have reason to know of any proposed
<br /> condemnation proceedings with regard to any portion of the Property.
<br /> e. Non-foreign Status. To inform Buyer that withholding of tax is not required under Section 1445 of
<br /> the Internal Revenue Code and under penalties of perjury, Seller hereby certifies that Seller is not
<br /> a non-resident alien or a foreign corporation, foreign partnership, foreign trust or foreign estate as
<br /> those terms are defined for purposes of federal income tax law. Seller understands that this
<br /> certification may be disclosed to the Internal Revenue Service and that any false statement made
<br /> could be punished by fines, imprisonment, or both.
<br /> f. No brokers. Seller represents that they have not engaged the services of a real estate broker in
<br /> the sale or purchase, respectively, of any interest in this Property, and agree to indemnify Buyer
<br /> from all such claims or liabilities resulting therefrom.
<br /> 14. NOTICE. Any notice, consent or other communication permitted or required by this Option shall be in
<br /> writing, and shall be given to the applicable party, at the address set forth below, in the following manner:.
<br /> (a) personal delivery, (b) reputable overnight delivery service with proof of delivery, or (c) United States
<br /> Mail, postage prepaid, registered or certified mail, return receipt requested. Each such notice shall be
<br /> deemed to have been given upon receipt or refusal to accept delivery. Unless and until changed by
<br /> written notice to the other party hereto, the addresses for notices given pursuant to this Option shall be
<br /> the addresses listed for each party in Paragraph A of the Recitals above.
<br /> 1' 3 15
<br /> Revised 1/23/2019
<br /> NCDA&CS ADFPTF
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