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HomeMy WebLinkAboutSD-18-28 - Supplemental - 1580 Dorset Street (64)OPTION AGREEMENT This Option Agreement (the "A ►Le_gment") is by and between the VERMONT LAND TRUST, INC., a Vermont non-profit corporation having its principal place of business in Montpelier, Vermont ("Vermont Land Trust") and JJJ SOUTH BURLINGTON, LLC, a Vermont limited liability company having a place of business in Essex Junction, Vermont ("Optionee"), and is made and entered into as of the date of execution by the last party to execute this Agreement (the "Effective Date"). Background 1. Optionee owns approximately 65.48 acres of land located between Dorset Street and Vermont Route 116 in the City of South Burlington, Vermont ("Optionee's Property"). Optionee's Property is located in the "SEQI=INR" and the "SEQ :IVR" zoning districts of the Southeast Quadrant under the City of South Burlington Land Development Regulations (the "LDRs") and qualities as a "Receiving Area" for the transfer of development rights ("TDRs") under the LDRs. 2. Vermont Land Trust acquired TDRs from Leduc Farm, Inc. by Warranty Deed dated September 30, 2009 and recorded in Volume 896 at Page 228 of the City of South Burlington Land Records. The TDRs conveyed to Vermont Land Trust from Leduc Farm, Inc. are derived from property located off Cheesefactory Road in South Burlington as further described in Exhibit A (the "TDR Land"). 3. Optionee is seeking permits and approvals to construct residential units on Optionee's Property (the "Project"). In order to construct the Project, Optionee requires twenty-six (26) units of additional density, or twenty-six (26) TDRs. 4. Vermont Land Trust and Optionee enter into this Agreement in order to grant Optionee the exclusive option and right to purchase up to twenty-six (26) TDRs from Vermont Land Trust, pursuant to Article 9, Section 9.13(C)(1)(a) of the LDRs, subject to the terms and conditions of this Agreement. NOW, THEREFORE, In consideration of the foregoing and the mutual covenants and agreements herein set forth, the parties hereby agree as follows; Section 1. Grant of Option. Vermont Land Trust hereby grants to Optionee the exclusive right and option (the "Option") to acquire up to twenty-six (26) TDRs from Vermont Land Trust (the "Vermont Land Trust TDRs"). Under the LDRs, twenty-six (26) units of density at 1..2 units per acre corresponds with 31.2 acres of land. By Decision on Miscellaneous Application #SP-09-04, dated July 7, 2009 ("the Decision"), the South Burlington Development Review Board determined that the TDR Land has one hundred one (101) transferable development rights under the LDRs. Since the date of the Decision, Vermont Land Trust has transferred no TDRs on the TDR Land. Optionee understands that Vermont Land Trust, has taken an assignment of a separate option agreement with Spear Meadows, Inc., a Notice of which is of record in the City of South Burlington Land Records, for the sale of TDRs for up to fifty-six (56) units of density. After subtracting TDRs under option for sale to Spear Meadows, Inc., the TDR Land will have forty -Five (45) TDRs which is more than the twenty-six (26) TDRs that are the subject of this Agreement. In the event the number of TDRs as determined in the Decision is reduced by the South Burlington Development Review Board to a number insufficient to meet the needs of both Spear Meadows, Inc. and the Optionee, then Optionee's rights hereunder shall be secondary and subordinate to those of Spear Meadows, Inc. and Vermont Land Trust's inability to sell less than twenty-six (26) TDRs to Optionee will not be deemed a breach of this Agreement. Section 2. Option Payment: Additional Option Payments. On the Effective Date of this Agreement, Optionee shall pay Vermont Land Trust the amount of Two Thousand Five Hundred Dollars ($2,500.00) for the grant of the Option to purchase the Vermont Land Trust TDRs (the "O tion Payment"). If the Optionee has not otherwise exercised its Option before the first (I") anniversary of the Effective Date of the Agreement, then it shall make additional payments ("Additional Option Payments") in the amount of One Thousand Dollars ($1,000.00) on or before the first (I"), second (2"d) and third (TI) anniversary dates of the Effective Date. Except as otherwise provided herein, the Option Payment and Additional Option Payments (collectively, the "Option Payments") shall be non-refundable, but shall be applied to the Final Purchase Price in the event that Optionee exercises its Option. Section 3. Term of Option. The Option granted to Optionee to purchase the Vermont Land Trust TDRs shall be for a term (the "Term") which shall commence on the Effective Date of this Agreement, and shall terminate at 12:01 a.m. on the fourth (0) anniversary of the Effective Date (the "Expiration Date"), unless extended by written agreement of the parties. Section 4. Exercise of Option. Optionee shall exercise its Option, which may include less than the density described in Section I hereof (i.e. fewer than 26 TDRs), if at all at any time during the Tenn by written notice mailed to Vermont Land Trust on or before the Expiration Date at the address provided in Section 24 of this Agreement, by certified mail, postage prepaid, return receipt. The date that Optionee mails its written notice to Vermont Land Trust is hereinafter defined as the "Exercise Date." Section 5. Optionee's Obliiiations. Optionee shall be solely responsible for initiating and pursuing all proceedings before every regulatory authority, including the South Burlington Development Review Board necessary to effectuate Optionee's acquisition of the Vermont Land Trust TDRs, or any portion thereof, under this Agreement and shall pay all costs and expenses associated therewith. Section 6. Purchase and Sale. In the event that Optionee exercises its Option as provided herein, the parties shall proceed with the purchase and sale of the Vermont Land Trust TDRs according to the remaining terms and conditions of this Agreement. Section 7. Number of Units of Density to be Purchased; Final Purchase Price. The purchase price for the Vermont Land Trust TDRs shall be determined by the Exercise Date by multiplying the number of units of density Optionee elects to purchase by Eight Thousand Dollars ($8,000.00) (the "Final Purchase Price"), as it may be adjusted pursuant to Section 11 of this Agreement, payable in cash, certified funds or bank wire at the Closing (as defined below) upon the transfer of title to Optionee. The Option Payments paid pursuant to Section 2 shall be applied to the Final Purchase Price payable at the Closing. Section 8. Closing. The closing and transfer of title (the "Closing") shall take place at a mutually agreeable location within thirty (30) days after the Exercise Date, or on such earlier date as the parties may mutually agree. Section 9. Title. Optionee shall cause title to the Vermont Land Trust TDRs to be examined and shall notify Vermont Land Trust in writing on or before the Exercise Date of the existence of encumbrances and defects in the title which are not excepted in this Agreement and which render Optionee's use of the Vermont Land Trust TDRs unusable for the Project. Vermont Land Trust shall use good faith reasonable efforts to remove such defects. If, on the date set for Closing, Vermont Land Trust -2- is then unable to convey the Vermont Land Trust TDRs in such a condition that the Vermont Land Trust TDRs would be usable for the Project, Optionee in full satisfaction of Optionee's obligations hereunder, shall either: (a) Accept such title to the Vermont Land Trust TDRs as Vermont Land Trust can convey without reduction in the Final Purchase Price; or (b) Terminate this Agreement, in which case all further rights and liabilities of the parties hereto by reason of this Agreement shall terminate. As used herein, "unusable for the Project" shall mean that the City of South Burlington Development Review Board, the City of South Burlington Planning & Zoning Office or the City of South Burlington City Attorney has issued a written determination that the Vermont Land Trust TDRs may not be used to increase the density of the Project for any reason, including, without limitation, because of the existence of liens or encumbrances of record, including, without limitation, any zoning, subdivision, Act 250 or other land use law violations which may subject the Optionee to an enforcement action or claim by any permitting authority exercising jurisdiction over the Vermont Land Trust TDRs or any protective covenants and/or easements which substantially impair the Vermont Land Trust TDRs for Optionee's intended purposes. Section 10. Transfer Documents. Vermont Land Trust shall deliver to Optionee, at the Closing, against payment of the Final Purchase Price, in form satisfactory to Optionee and its counsel, as needed, the following: (a) A resolution from Vermont Land Trust approving the sale of the Vermont Land Trust TDRs to Optionee and authorizing an individual to execute the Transfer Documents on behalf of the Vermont Land Trust. (b) A Deed, sufficient to convey good, and marketable title to the Vermont Land Trust TDRs. (c) A completed Vermont Property Transfer Tax Return. (d) In the event the sale of the Vermont Land Trust TDRs is not exempt from Land Gains Tax, a certificate issued by the Vermont Department of Taxes certifying the amount of the Vermont Land Gains Tax due pursuant to the provisions of 32 V.S.A. §§ 10001 et. seq. or certifying that no such tax is due on account of the transaction contemplated by this Agreement. (e) A partial discharge and/or termination statement for any existing mortgage, security interest, lease, lien or encumbrance on the Vermont Land Trust TDRs. (f) Such affidavits, reports and agreements as may be required by the company issuing title insurance to Optionee and to the institution providing financing to Optionee, if any, to permit such title insurance company to issue the title insurance policy without standard exceptions for mechanic's liens or parties -in -possession. Section 11. Ad.iustments to Purchase Price. All real estate taxes, personal property taxes, and other municipal charges, shall be prorated as of the date of Closing. Apportionments shall be made in accordance with the then prevailing practice in Chittenden County, Vermont, it being expressly understood and agreed however, that the real estate taxes assessed by the City of South Burlington shall -3- be apportioned based on the fiscal year for which such taxes are collected. Should any tax, charge or rate be undetermined on the date of the Closing, the last determined tax, charge or rate shall be used for the purposes of apportionment; provided, however, that such apportionment shall be subject to later adjustment between the parties when the actual amounts of any such tax, charge or rate is finally determined, if the cumulative adjustment exceeds five hundred dollars (US $500.00). Section 12. FIRPTA Certificate. Unless Vermont Land Trust provides a certificate and affidavit at Closing complying with the provisions of 26 U.S.C. § 1445 (FIRPTA), Optionee may withhold from the payment of the Purchase Price and shall pay to the U.S. Internal Revenue Service an amount equal to fifteen percent (15%) of the Purchase Price. Section 13. Vermont Non -Resident Withholding Tax. Unless Vermont Land Trust provides a certificate complying with the provisions of 32 V.S.A. § 5847, Optionee may withhold from the payment of the Purchase Price and shall pay to the Vermont Department of Taxes an amount equal to two and one- half percent (2.5%) of the Purchase Price. Section 14. Vermont Property Transfer Tax and Land Gains Tax. Vermont Land Trust and Optionee shall execute and deliver such Vermont Property Transfer Tax and Vermont Land Gains Tax forms as may be required by the State of Vermont. Optionee shall pay the Vermont Property Transfer Tax due on the transfer of the Vermont Land Trust TDRs, and Vermont Land Trust shall pay the Vermont Land Gains Tax, if any. Unless Vermont Land Trust provides Optionee with a certificate at Closing complying with the provisions of 32 V.S.A. § 10007 or proof that the proposed transaction is exempt from Vermont Land Gains Tax, Optionee may withhold from the Purchase Price and shall pay the Vermont Department of Taxes an amount equal to ten percent (10%) of the Purchase Price. Section 15, Default and Termination. (a) If after the Exercise Date, Optionee shall fail to complete the purchase as provided herein for any reason, other than for the reasons set forth in Section 9 herein, Vermont Land Trust may terminate this Agreement, retain the Option Payments and pursue all legal and equitable remedies provided by law, including, without limitation, damages and/or specific performance, (b) If after the Exercise Date, Vermont Land Trust shall fail to complete said sale as provided herein for any reason, or is otherwise in default, Optionee may receive back the Option Payments and pursue all legal and equitable remedies provided by law, including, without limitation, damages and/or specific performance. (c) In the event that a legal action is instituted arising out of a breach of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs. Section 16. Commissions and Fees. The parties hereto warrant and represent to each other that they have no knowledge of any real estate broker or agent to whom a commission may be payable as a result of this transaction or any such knowledge of any other finder's fees or commissions related thereto. Each party agrees to indemnify and hold harmless the other for all claims or demands of any real estate agent or broker claiming by, through, or under such party. This indemnification shall also include payment of costs and attorneys' fees incurred by a party in defense of a claim for such real estate commissions or fees. Section 17. Successors and Assisns. This Agreement shall bind and inure to the benefit of the parties hereto and their respective representatives, successors and assigns. -4- Section 18. Governing Law, This Agreement shall be governed by and construed in accordance with the laws of the State of Vermont, without giving effect to such jurisdiction's principles of conflict of laws. Section 19. Notice of Option. Vermont Land Trust shall execute, acknowledge and deliver to Optionee a Notice of Option, in substantially the form attached as Exhibit B hereto, which may be recorded in the City of South Burlington Land Records. Section 20. Assignment by Optionee. It is expressly understood and agreed that Optionee may assign its rights under this Agreement to any entity which is owned by Optionee or its members upon providing Vermont Land Trust with adequate information to enable Vermont Land Trust to consent to said assignment, which consent shall not be unreasonably withheld. Section 21. Entire Agreement; Amendment. This Agreement embodies the entire agreement and understanding between the parties relating to the subject matter hereof and there are no covenants, promises, agreements, conditions or understandings, oral or written, except as herein set forth. This Agreement may not be amended, waived or discharged except by an instrument in writing executed by the party against whom such amendment, waiver or discharge is to be enforced. Section 22. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Section 23. Captions; Headings. The captions and section numbers appearing in this Agreement are inserted only as a matter of convenience. They do not define, limit, construe or describe the scope or intent of such sections, nor in any way affect this Agreement or have any substantive effect. Section 24. Notices. Any notice or other communication to be given hereunder shall be in writing and mailed, certified with return receipt requested, or telecopied or sent by nationally recognized overnight courier (e.g. Federal Express) to such party at the address or number set forth below: If to Vermont Land Trust: Richard F. Peterson, Esq. Vermont Land Trust 226 Bridge Street P.O. Box 850 Richmond VT 05477 Telephone No,: (802) 861-6409 — Direct Email: Rick@vlt.org If to Optionee: Brad Dousevicz JJJ South Burlington, LLC 21 Carmichael St., Suite #201 Essex, VT 05452 Telephone No.: (802) 879-4477 Telecopier No.: (802) 879-4480 Email: dousevicz@gmail.com - 5 - with a copy to: Robert H. Rushford, Esq. Gravel and Shea 76 St. Paul Street P.O. Box 369 Burlington, VT 05402-0369 Telephone No.: (802) 658-0220 Telecopier No.: (802) 658-1456 Email: RRushford@gravelshea.com or to such other person, address or number as the party entitled to such Notice shall have specified by notice to the other party given in accordance with the provisions of this Section. Any such Notice shall be deemed duly given on the earliest of: (i) when delivered personally to the recipient; (ii) one (1) business day after being sent to the recipient by reputable overnight courier services (charges prepaid); (iii) if sent by telecopy or by email, when transmitted provided that an automated delivery failure notice has not been received by the sender; or (iv) when deposited in the mail when mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid. Section 25. Incorporation by Reference. All exhibits hereto and the terns contained therein are made a part of this Agreement and the contents thereof are hereby incorporated by reference. Section 26. Survival. All of the terms, conditions, covenants and representations of this Agreement shall survive the Closing and execution of the Density Reduction Easement, and shall be in full effect and enforceable after the Closing. IN WITNESS WHEREOF, Vermont Land Trust, Inc. has executed this Agreement, or caused this Agreement to be executed, as of t ie 30th day of July, 2018. IN PRESENCE OF: / I VERMONT LAND TRUST, INC. By: '' P-L�"� lZRII-) Wt Hess Duly Authorized A STATE OF VERMONT COUNTY OF CHITTENDEN, SS. On this 30th day of July, 2018, personally appeared Richard F. Peterson, Jr., Duly Authorized Agent of the VERMONT LAND TRUST, INC., to me known to be the person who executed the foregoing instrument, and he acknowledged this instrument, by him signed, toP7 his free act and deed and the free act and deed of the VERMONT LAND TRUST, INC. t� i Before file, �,'othry PubI;c Notary commission issued in Chittenden County My commission expires: 2/10/19 -6- IN WITNESS WHEREOF, JJJ South Burlington, LLC has executed this Agreement, or caused this Agreement to be executed, as of the SO day of 2018. JJJ TH BURL GTON LLC By:..� _ Witness p.J iCo j-e Duly Authorized Agent STATE OF VERMONT COUNTY OF CHITTENDEN, SS. On this 41 day of �, 2018, personally appeared e)g-4pl— 0 vV c9—z— Du1y Authorized Agent of JJJ SOUT BURLINGTON, LLC, to me known to be tie person who executed the foregoing instrument, and he acknowledged this instrument, by him signed, to be his free act and deed and the free act and deed of JJJ SOUTH BURLINGTON, LLC. Before me v� U Notar3J P6blic J ��`-Y lL, i--emu•-c cGv >c. Notary commission issued in Chittenden County My commission expires: 2/10/19 Exhibit A DESCRIPTION OF TDR LANDS Being all and the same land and premises described in the Warranty Deed to Vennont Land Trust from Leduc Farm, Inc. dated September 30, 2009 and recorded in Volume 896 at Page 228 of the City of South Burlington Land Records, and being more particularly described therein as follows: TDRs for Parcel 1-South Burlington (Lot 4) Being all of Grantor's right, title and interest in and to the transferable development rights ("TDRs") associated with Parcel I (described below) as a designated "sending area" under the Land Development Regulations of the City of South Burlington pursuant to 24 V.S.A. Section 4423. Parcel I is a parcel of land located in the City of South Burlington located north of Cheesefactory Road, containing 37.85 acres, more or less, and depicted on a survey plat entitled: "Plan Showing Portion of Leduc Farm, Inc., 37.85 Ac., Cheesefactory Road, So. Burlington, Vt.," prepared by Warren A. Robenstien, L.S., dated September 3, 2007 and recorded in Map Volume 507 at Page 4 of the City of South Burlington Land Records. Said Parcel 1 is more particularly described as follows: Beginning at a point, which point is located on the northerly sideline of Cheesefactory Road and which point marks the southeasterly corner of the parcel herein conveyed; thence proceeding in a northerly direction along a line (which has an interior angle of 115'22'45" when measured from the northerly sideline of Cheesefactory Road) along the westerly boundary of the lands now or formerly of E. Auclaire along a wire fence a distance of 999.37 feet to an iron rod set; thence proceeding in a northerly direction along a line which has an interior angle of 180°23'40" along a wire fence and the lands of Auclaire a distance of 565.84 feet to an iron rod set; thence proceeding in a northerly direction along a line which has an interior angle of 179°38'35" along a wire fence and the lands of Auclaire a distance of 471.57 feet to an iron rod set; thence proceeding in a northerly direction along a line which has an interior angle of 179'15'30" along a wire fence and the lands of Auclaire a distance of 260.22 feet, to an existing iron rod; thence turning the left at an interior angle of 90°44'35" and proceeding in a westerly direction along a wire fence and the southerly boundary of lands now or formerly of Scott Charles -Lewis a distance of 230.63 feet to an iron rod set; thence proceeding along a line which has an interior angle of 177150' 15" along a wire fence and the lands of Charles -Lewis a distance of 405.44 feet, to an iron rod set; thence proceeding along a line which has an interior angle of 180' 17' along a wire fence and the lands of Charles -Lewis a distance of 311.46 feet to an iron rod set; thence proceeding along a line which has an interior angle of 181°47'15" along a wire fence and the lands of Charles -Lewis a distance of 105.04 feet to an iron rod set and which point marks the northwesterly corner of the parcel herein conveyed; thence turning to the left at an interior angle of 80°45'50" and proceeding in a southerly direction along a wire fence and the lands now or formerly of B. Bandel a distance of 246.79 feet to an iron rod set; thence proceeding along a line which has an interior angle of 165*00' along a wire fence and the lands of Bandel a distance of 99.45 feet to an iron rod set; thence proceeding along a line which has an interior angle of 208°38'30" along a wire fence and the lands of Bandel a distance of 306.60 feet to an iron rod set; thence proceeding along a line which has an interior angle of 187°48' along a wire fence and the lands of Bandel a distance of 98.26 feet to an iron rod set; thence turning to the left at an interior angle of 86°49'40" and proceeding in an easterly direction along a stone wall and the lands of Bandel a distance of 203.30 feet to an iron rod set; thence proceeding along a line which has an interior angle of 151°02' along a wire fence and the lands of Bandel a distance of 215.47 feet to an iron rod set; thence turning to the right at an interior angle of 288°28'40" and proceeding in a southerly direction along a wire fence and the lands of Bandel a distance of 532.03 feet to an iron rod set; thence proceeding along a line which has an interior angle of 180*50' along a wire fence and the lands of Bandel a distance of 495.12 feet to an iron rod set; thence proceeding along a line which has an interior angle of 179°42'35" along a wire fence and the lands of Bandel a distance of 387.75 feet to an iron rod set; thence turning to the left at an interior angle of 90°55'40" and proceeding in an easterly direction along the northerly boundary of a parcel of land conveyed to Frances and Deborah Leduc a distance of 269.13 feet to an iron rod set; thence turning to the right at an interior angle of 267°15'50" and proceeding in a southerly direction along the lands conveyed to Leduc a distance of 306.78 feet to an iron rod set in the northerly sideline of Cheesefactory Road; thence turning to the left at an interior angle of 67°23'40" and proceeding in an easterly direction along the northerly sideline of Cheesefactory Road a distance of 333.07 feet to the point or place of beginning. All angles and distances are more or less. Being a portion of the lands and premises conveyed to Leduc Farm, Inc. by Warranty Deed of Alfred J. Leduc and Mary 1. Leduc dated October 3, 1979 and recorded in Volume 155 at Page 457 of the City of South Burlington Land Records and Volume 67 at Page 297 of the Town of Shelburne Land Records. SPECIFICALLY EXCLUDED from this conveyance shall be the fee title to Parcel 1 which is being conveyed to Adam Wilson and E. Coria Pierce by Warranty Deed dated of or about even date herewith and to be recorded in City of South Burlington Land Records. TDRs for Parcel 2-South Burlington/Shelburne (Lot 5) Being all of Grantor's right, title and interest in and to the transferable development rights ("TDRs") associated with Parcel 2 (described below) as a designated "sending area" under the Land Development Regulations of the City of South Burlington pursuant to 24 V.S.A. Section 4423, Parcel 2 is a parcel of land located in both the City of South Burlington and the Town of Shelburne located north of Cheesefactory Road, containing 48.1 acres, more or less (46.6 acres, more or less, in South Burlington and 1.5 acres, more or less in Shelburne) as shown on a survey plat entitled: "Plan Showing Portion of Leduc Farm, Inc., 48.1 Ac., Cheesefactory Road, So. Burlington, Vt.," prepared by Warren A. Robenstien, L.S., dated September 1, 2007 and recorded in Map Volume 507 at Page 6 of the City of South Burlington Land Records and, a portion of which is shown on a survey plat entitled: "Plan Showing Subdivision & Boundary Adjustments, Portion of Leduc Farm, Inc., So. Burlington, Vt.," prepared by Warren A. Robenstien, L.S., dated January 8, 2007 and recorded in Map Slide 319A of the Town of Shelburne Land Records, Said Parcel 2 is more particularly described as follows: Beginning at a point, which point is marked by an iron pipe set in the northerly sideline of Cheesefactory Road and which point marks the southeasterly corner of the herein described property; thence proceeding in a northerly direction along a line which has an interior angle of 95°41'40" when measured from the northerly sideline of Cheesefactory Road along a wire fence and the lands now or formerly of Harley a distance of 1,287.82 feet to an existing iron pipe; thence proceeding along a line which has an interior angle of 180°05'45" along a wire fence and the lands now or formerly of Bandel a distance of 286.63 feet to a point marked by an iron pin set and which point is located within a 150' right of way to Vermont Electric Power Company; thence proceeding along a line which has an interior angle of 180°35'20" along a wire fence and the lands of Bandel a distance of 785.29 feet to an existing wagon axle; thence turning to the left at an interior angle of 89142' l 5" and proceeding in a westerly direction along a wire fence and the lands now or formerly of Scott Charles -Lewis a distance of 259.89 feet to an existing wagon axle; thence proceeding along a line which has an interior angle of 181'44' 10" along a wire fence and the lands of Charles -Lewis a distance of 730.67 feet to an existing iron pipe; thence turning to the left at an interior angle of 89°2455" and proceeding in a southerly direction along a wire fence and the lands now or formerly of Dorset Farm Homeowners Assoc., Inc. [sic] a distance of 1,020.98 feet to an iron rod set, which point is located within the aforementioned Vermont Electric Power Company right of way; thence proceeding along a line which has an interior angle of 179°37'15" along a wire fence and the lands of Dorset Farms a distance of 461.70 feet to an iron rod set; thence proceeding along a line which has an interior angle of 180°12'55" along a wire fence and the lands of Dorset Farms a distance of 396.24 feet to an existing brass rod; thence turning to the left at an interior angle of 95°19' 10" and proceeding in an easterly direction a distance of 178.70 feet to an existing iron pipe; thence turning to the right at an interior angle of 262°46'45" and proceeding in a southerly direction along the lands now or formerly of Harley a distance of 579.05 feet to an iron rod set in the northerly sideline of Cheesefactory Road; thence turning to the left at an interior angle of 83°44'55" and proceeding along the northerly sideline of Cheesefactory Road a distance of 119.90 feet to an iron rod set in the northerly sideline of Cheesefactory Road; thence turning to the left at an interior angle of 95°30' 10" and proceeding in a northerly direction along a parcel of land conveyed to Emmanuel Leduc a distance of 589.86 feet to an iron rod set; thence turning to the right at an interior angle of 88°37'20" and proceeding in an easterly direction a distance of 230.64 feet to an iron rod set, which point marks the northeasterly corner of said parcel conveyed to Emmanuel Leduc; thence proceeding in an easterly direction along the northerly boundary of a parcel of land conveyed to Ray and Corinne Fay along a line which has an interior angle of 185°47'55" a distance of 200 feet to an iron rod set, which point marks the northeasterly corner of said parcel conveyed to Fay; thence turning to the right at an angle of 86°55'10"and proceeding in a southerly direction along the easterly boundary of said parcel conveyed to Fay a distance of 61.62 feet to an iron rod set; thence continuing along the same line a distance of 300.68 feet to an iron rod set; thence continuing along the same line a distance of 200.0 feet to an iron rod set in the northerly sideline of Cheesefactory Road; thence turning to the left at an interior angle of 86°55' 10" and proceeding in an easterly direction along the northerly sideline of Cheesefactory Road a distance of 283.86 feet to the point or place of beginning. All angles and distances are more or less. Being a portion of the lands and premises conveyed to Leduc Farm, Inc. by Warranty Deed of Alfred J. Leduc and Mary I. Leduc dated October 3, 1979 and recorded in Volume 155 at Page 457 of the City of South Burlington Land Records and Volume 67 at Page 297 of the Town of Shelburne Land Records. SPECIFICALLY EXCLUDED from this conveyance shall be the fee title to Parcel 2 which is being conveyed to Adam Wilson and E. Coria Pierce by Warranty Deed dated of or about even date herewith and to be recorded in City of South Burlington Land Records. Parcel 1 and Parcel 2 are subject to: (a) the provisions of municipal ordinances, public laws and special acts; and (b) all easements and rights of way of record, not meaning to reinstate any claims barred by operation of the Vermont Marketable Record Title Act, 27 V.S.A. § 601 et .seq., including, without limitation, Notice of Option (for transfer of development rights under South Burlington's Land Development Regulations) from Leduc Farm, Inc. to Spear Meadows, Inc. dated February 12, 2009 and recorded in Volume 837 at Page 225 of the City of South Burlington Land Records. Reference hereby made to the above -mentioned instruments, the records thereof and the references therein contained in further aid of this description. Exhibit B NOTICE OF OPTION This Notice of Option (the "Notice") is by and between the VERMONT LAND TRUST, INC., a Vermont non-profit corporation having its principal place of business in Montpelier, Vermont ("Vermont Land Trust") and JJJ SOUTH BURLINGTON, LLC, a Vermont limited liability company having a place of business in Essex Junction, Vermont (" 0 tionee"), and is made and entered into as of the date of execution by the last party to execute this Agreement (the "Effective Date"). Back round 1. Optionee owns approximately 65.48 acres of land located between Dorset Strcet and Vermont Route 116 in the City of South Burlington, Vermont ("Optionee's Property"). Optionee's Property is located in the "SEQ❑NR" and the "SEQ❑VR" zoning districts of the Southeast Quadrant under the City of South Burlington Land Development Regulations (the "LDRs") and qualifies as a "Receiving Area" for the transfer of development rights ("TDRs") under the LDRs. 2. Vermont Land Trust acquired TDRs from Leduc Farm, Inc. by Warranty Deed dated September 30, 2009 and recorded in Volume 896 at Page 228 of the City of South Burlington Land Records. The TDRs conveyed to Vermont Land Trust from Leduc Farm, Inc. are derived from property located off Cheesefactory Road in South Burlington and Shelburne as further described in Exhibit A (the "TDR Land"). 3. Optionee is seeking permits and approvals to construct residential units on Optionee's Property (the "Project"). In order to construct the Project, Optionee requires twenty-six (26) units of density, or twenty-six (26) TDRs. 4. Vermont Land Trust and Optionee entered into an Option Agreement on or about even date herewith in order to grant Optionee the exclusive option and right to purchase up to twenty-six (26) TDRs from Vermont Land Trust, pursuant to Article 9, Section 9.13(C)(1)(a) of the LDRs. NOW, THEREFORE, In consideration of the promises and the mutual covenants and agreements herein set forth, and in reliance on the representations and warranties contained herein, the parties hereby agree as follows: Section 1. Grant of Option. Vermont Land Trust has granted to Optionee the exclusive right and option (the "Option") to purchase and acquire up to twenty-six (26) TDRs from Vermont Land Trust (the "Vermont Land Trust TDRs") for a term which shall expire on the fourth (4°i) anniversary of the Effective Date. The Vermont Land Trust TDRs are derived from property depicted on Exhibit A attached hereto. Section 2. Original Option Agreement. The original Option Agreement, which is on file at the offices of the Vermont Land Trust and Optionee, contains additional terms and conditions relating to the Option and the Vermont Land Trust TDRs. Capitalized terms used herein without definition shall have the meanings set forth in the Option Agreement. IN WITNESS WHEREOF, Vermont Land Trust, Inc. has executed this Agreement, or caused this Agreement to be executed, as of the 30th day of July, 2018. IN PRESENCE OF: �1 W itq,ps STATE OF VERMONT COUNTY OF CHITTENDEN, SS.. VERMONT LAND TRUST, INC. By:`� �'C°'` Duly Authorized Agero On this 30th day of July, 2018, personally appeared Richard F. Peterson, Jr., Duly Authorized Agent of the VERMONT LAND TRUST, INC., to me known to be the person who executed the foregoing instrument, and he acknowledged this instrument, by him signed, to be his free act and deed and the free act and deed of the VERMONT LAND TRUST, INC. ZP Before me, _._.._........- No Notary commission issued in Chittenden County My commission expires: 2/10/19 [Additional Signature Page Follows] IN WITNESS WHEREOF, JJJ South Burlington, L C has executed this Agreement, or caused this Agreement to be executed, as of the _-',J) day of�U , 2018. Witness f\,j t C 0 lC F�Gt�Y�GC STATE OF VERMONT COUNTY OF CHITTENDEN, SS. JJJ SOUTH BURLINGTON, By: LL).' Duly Authorized Age t On this 36 day of 2018, personally appeared Duly Authorized Agent of JJJ SOUTH BURLINGTON, LLC, to me known to be the person who executed the foregoing instrument, and he acknowledged this instrument, by him signed, to be his free act and deed and the free act and deed of JJJ SOUTH BURLINGTON, LLC. Before me,�e 40ck-�'f k �-E A,4otar3&YublicNotary commission n Chittenden County My commission expires: 2/10/19 Exhibit A to Notice of Option DESCRIPTION OF TDR LAND Being all and the same land and premises described in the Warranty Deed to Vermont Land Trust from Leduc Farm, Inc. dated September 30, 2009 and recorded in Volume 896 at Page 228 of the City of South Burlington Land Records, and being more particularly described therein as follows: TDRs for Parcel 1-South Burlington (Lot 4) Being all of Grantor's right, title and interest in and to the transferable development rights ("TDRs") associated with Parcel 1 (described below) as a designated "sending area" under the Land Development Regulations of the City of South Burlington pursuant to 24 V.S.A. Section 4423. Parcel I is a parcel of land located in the City of South Burlington located north of Cheesefactory Road, containing 37.85 acres, more or less, and depicted on a survey plat entitled: "Plan Showing Portion of Leduc Farm, Inc., 37.85 Ac., Cheesefactory Road, So. Burlington, Vt.," prepared by Warren A. Robenstien, L.S., dated September 3, 2007 and recorded in Map Volume 507 at Page 4 of the City of South Burlington Land Records. Said Parcel 1 is more particularly described as follows: Beginning at a point, which point is located on the northerly sideline of Cheesefactory Road and which point marks the southeasterly corner of the parcel herein conveyed; thence proceeding in a northerly direction along a line (which has an interior angle of 115°22'45" when measured from the northerly sideline of Cheesefactory Road) along the westerly boundary of the lands now or formerly of E. Auclaire along a wire fence a distance of 999.37 feet to an iron rod set; thence proceeding in a northerly direction along a line which has an interior angle of 180°23'40" along a wire fence and the lands of Auclaire a distance of 565.84 feet to an iron rod set; thence proceeding in a northerly direction along a line which has an interior angle of 179°38'35" along a wire fence and the lands of Auclaire a distance of 471.57 feet to an iron rod set; thence proceeding in a northerly direction along a line which has an interior angle of 179'15'30" along a wire fence and the lands of Auclaire a distance of 260.22 feet, to an existing iron rod; thence turning the left at an interior angle of 90°44'35" and proceeding in a westerly direction along a wire fence and the southerly boundary of lands now or formerly of Scott Charles -Lewis a distance of 230.63 feet to an iron rod set; thence proceeding along a line which has an interior angle of 177°50' 15" along a wire fence and the lands of Charles -Lewis a distance of 405.44 feet, to an iron rod set; thence proceeding along a line which has an interior angle of 180° 17' along a wire fence and the lands of Charles -Lewis a distance of 311.46 feet to an iron rod set; thence proceeding along a line which has an interior angle of 181 °47' 15" along a wire fence and the lands of Charles -Lewis a distance of 105.04 feet to an iron rod set and which point marks the northwesterly corner of the parcel herein conveyed; thence turning to the left at an interior angle of 80°45'50" and proceeding in a southerly direction along a wire fence and the lands now or formerly of B. Bandel a distance of 246.79 feet to an iron rod set; thence proceeding along a line which has an interior angle of 165°00' along a wire fence and the lands of Bandel a distance of 99.45 feet to an iron rod set; thence proceeding along a line which has an interior angle of 208°38'30" along a wire fence and the lands of Bandel a distance of 306.60 feet to an iron rod set; thence proceeding along a line which has an interior angle of 187°48' along a wire fence and the lands of Bandel a distance of 98.26 feet to an iron rod set; thence turning to the left at an interior angle of 86°49'40" and proceeding in an easterly direction along a stone wall and the lands of Bandel a distance of 203.30 feet to an iron rod set; thence proceeding along a line which has an interior angle of 151°02' along a wire fence and the lands of Bandel a distance of 215.47 feet to an iron rod set; thence turning to the right at an interior angle of 288°28'40" and proceeding in a southerly direction along a wire fence and the lands of Bandel a distance of 532.03 feet to an iron rod set; thence proceeding along a line which has an interior angle of 180°50' along a wire fence and the lands of Bandel a distance of 495.12 feet to an iron rod set; thence proceeding along a line which has an interior angle of 179°42'35" along a wire fence and the lands of Bandel a distance of 387.75 feet to an iron rod set; thence turning to the left at an interior angle of 90°55'40" and proceeding in an easterly direction along the northerly boundary of a parcel of land conveyed to Frances and Deborah Leduc a distance of 269.13 feet to an iron rod set; thence turning to the right at an interior angle of 267°15'50" and proceeding in a southerly direction along the lands conveyed to Leduc a distance of 306.78 feet to an iron rod set in the northerly sideline of Cheesefactory Road; thence turning to the left at an interior angle of 67°23'40" and proceeding in an easterly direction along the northerly sideline of Cheesefactory Road a distance of 333.07 feet to the point or place of beginning. All angles and distances are more or less. Being a portion of the lands and premises conveyed to Leduc Farm, Inc. by Warranty Deed of Alfred J. Leduc and Mary I. Leduc dated October 3, 1979 and recorded in Volume 155 at Page 457 of the City of South Burlington Land Records and Volume 67 at Page 297 of the Town of Shelburne Land Records, SPECIFICALLY EXCLUDED from this conveyance shall be the fee title to Parcel 1 which is being conveyed to Adam Wilson and E. Coria Pierce by Warranty Deed dated of or about even date herewith and to be recorded in City of South Burlington Land Records. TDRs for Parcel 2-South Burlington/Shelburne (Lot 5) Being all of Grantor's right, title and interest in and to the transferable development rights ("TDRs") associated with Parcel 2 (described below) as a designated "sending area" under the Land Development Regulations of the City of South Burlington pursuant to 24 V.S.A. Section 4423. Parcel 2 is a parcel of land located in both the City of South Burlington and the Town of Shelburne located north of Cheesefactory Road, containing 48.1 acres, more or less (46.6 acres, more or less, in South Burlington and 1.5 acres, more or less in Shelburne) as shown on a survey plat entitled: "Plan Showing Portion of Leduc Farm, Inc., 48.1 Ac., Cheesefactory Road, So. Burlington, Vt.," prepared by Warren A. Robenstien, L.S., dated September 1, 2007 and recorded in Map Volume 507 at Page 6 of the City of South Burlington Land Records and, a portion of which is shown on a survey plat entitled: "Plan Showing Subdivision & Boundary Adjustments, Portion of Leduc Farm, Inc., So. Burlington, Vt.," prepared by Warren A. Robenstien, L.S., dated January 8, 2007 and recorded in Map Slide 319A of the Town of Shelburne Land Records. Said Parcel 2 is more particularly described as follows: Beginning at a point, which point is marked by an iron pipe set in the northerly sideline of Cheesefactory Road and which point marks the southeasterly corner of the herein described property; thence proceeding in a northerly direction along a line which has an interior angle of 95°41'40" when measured from the northerly sideline of Cheesefactory Road along a wire fence and the lands now or formerly of Harley a distance of 1,287.82 feet to an existing iron pipe; thence proceeding along a line which has an interior angle of 180°05'45" along a wire fence and the lands now or formerly of Bandel a distance of 286.63 feet to a point marked by an iron pin set and which point is located within a 150' right of way to Vermont Electric Power Company; thence proceeding along a line which has an interior angle of 180°35'20" along a wire fence and the lands of Bandel a distance of 785.29 feet to an existing wagon axle; thence turning to the left at an interior angle of 89°42' 15" and proceeding in a westerly direction along a wire fence and the lands now or formerly of Scott Charles -Lewis a distance of 259.89 feet to an existing wagon axle; thence proceeding along a line which has an interior angle of 181*44' 10" along a wire fence and the lands of Charles -Lewis a distance of 730.67 feet to an existing iron pipe; thence turning to the left at an interior angle of 89124'55" and proceeding in a southerly direction along a wire fence and the lands now or formerly of Dorset Farm Homeowners Assoc., Inc. [sic] a distance of 1,020.98 feet to an iron rod set, which point is located within the aforementioned Vermont Electric Power Company right of way; thence proceeding along a line which has an interior angle of 179°37'15" along a wire fence and the lands of Dorset Farms a distance of 461.70 feet to an iron rod set; thence proceeding along a line which has an interior angle of 180112'55" along a wire fence and the lands of Dorset Farms a distance of 396.24 feet to an existing brass rod; thence turning to the left at an interior angle of 95°19'10" and proceeding in an easterly direction a distance of 178.70 feet to an existing iron pipe; thence turning to the right at an interior angle of 262°46'45" and proceeding in a southerly direction along the lands now or formerly of Harley a distance of 579.05 feet to an iron rod set in the northerly sideline of Cheesefactory Road; thence turning to the left at an interior angle of 83°44'55" and proceeding along the northerly sideline of Cheesefactory Road a distance of 119.90 feet to an iron rod set in the northerly sideline of Cheesefactory Road; thence turning to the left at an interior angle of 95°30' 10" and proceeding in a northerly direction along a parcel of land conveyed to Emmanuel Leduc a distance of 589.86 feet to an iron rod set; thence turning to the right at an interior angle of 88137'20" and proceeding in an easterly direction a distance of 230.64 feet to an iron rod set, which point marks the northeasterly corner of said parcel conveyed to Emmanuel Leduc; thence proceeding in an easterly direction along the northerly boundary of a parcel of land conveyed to Ray and Corinne Fay along a line which has an interior angle of 185°47'55" a distance of 200 feet to an iron rod set, which point marks the northeasterly corner of said parcel conveyed to Fay; thence turning to the right at an angle of 86°55' 10"and proceeding in a southerly direction along the easterly boundary of said parcel conveyed to Fay a distance of 61.62 feet to an iron rod set; thence continuing along the same line a distance of 300.68 feet to an iron rod set; thence continuing along the same line a distance of 200.0 feet to an iron rod set in the northerly sideline of Cheesefactory Road; thence turning to the left at an interior angle of 86°55' 10" and proceeding in an easterly direction along the northerly sideline of Cheesefactory Road a distance of 283.86 feet to the point or place of beginning. All angles and distances are more or less. Being a portion of the lands and premises conveyed to Leduc Farm, Inc. by Warranty Deed of Alfred J. Leduc and Mary I. Leduc dated October 3, 1979 and recorded in Volume 155 at Page 457 of the City of South Burlington Land Records and Volume 67 at Page 297 of the Town of Shelburne Land Records. SPECIFICALLY EXCLUDED from this conveyance shall be the fee title to Parcel 2 which is being conveyed to Adarn Wilson and E. Coria Pierce by Warranty Deed dated of or about even date herewith and to be recorded in City of South Burlington Land Records. Parcel 1 and Parcel 2 are subject to: (a) the provisions of municipal ordinances, public laws and special acts; and (b) all easements and rights of way of record, not meaning to reinstate any claims barred by operation of the Vermont Marketable Record Title Act, 27 V.S.A. § 601 et seq., including, without limitation, Notice of Option (for transfer of development rights under South Burlington's Land Development Regulations) from Leduc Farm, Inc. to Spear Meadows, Inc. dated February 12, 2009 and recorded in Volume 837 at Page 225 of the City of South Burlington Land Records. Reference is hereby made to the above -mentioned instruments, the records thereof and the references therein contained in further aid of this description. li l-1 7,3/)OV>