Summary of Intervale Purchase and Sale Agreement and Memorandum of Agreement 
September 11, 2006

Description of Property

The property consists of 199 acres comprised of two parcels: 179 acres of land and buildings located adjacent to Intervale Road (known as the Intervale Parcel) and a 20-acre non-contiguous parcel located easterly of North Avenue and bounded on the east by Vermont Route 127 (known as the Beltline Parcel).

Purchase Price

Two Hundred Thousand Dollars ($200,000.00).

Closing Contingencies

City Retains Partial Ownership

City agrees to sell to Intervale Center (IC) an undivided 99% interest in the Property. The remaining 1% interest in the Property shall be retained by the City’s Department of Parks and Recreation. City’s goals in retaining a small interest are to assure that IC engages in uses of or improvements to the Property which are reasonably appropriate to support IC’s mission to develop farm- and land-based enterprises that generate economic and social opportunity while protecting natural resources.

Land Transfer

In the event IC decides to sell the property or the dissolution of IC, the City will have the first opportunity to take title to the property. If the City does not avail itself of the opportunity to take title, City must approve land transfer, which shall not be unreasonably denied and shall show cause for disapproval.

Community Gardens

There will be a perpetual easement for current community garden area, with the City retaining ownership of the improvements. The City may add new improvements subject to approval by the IC (which shall not unreasonably withhold approval). There will be the ability to expand community garden area if use expands beyond capacity of current area, subject to approval of IC (which shall not unreasonably withhold approval).

Farmland Easement and Management Plan

IC and the City will execute a perpetual farmland conservation easement. In addition, every ten years, IC will develop a management plan for the Property identifying the uses of and proposed improvements to the Property. The plan will fulfill the requirements set forth in the Farmland Easement, and will be submitted to the City for its approval. IC agrees that the uses of and proposed improvements to the Property shall comply with the City-approved management plans.

The process for City approval will be as follows: IC will work with appropriate City staff in the early stages of the development of the Management Plan. The Plan will be submitted to the City’s Conservation Board prior to the submission to the City Council for their review and comment. The Plan will be made available to the public 15 days prior to presentation to the City Council. IC will present the Plan to the City Council and questions and comments from the Council, City staff, the Conservation Board and the public will be provided to the IC immediately thereafter. IC will provide responses to the questions and comments to the City Council within 30 days and the City Council shall then expeditiously determine whether to approve the Plan.

The Management Plan will include but not necessarily be limited to: a map of the property; property description and purposes of conservation; proposed land uses; plans for public access and interactions with the public; plans for dealing with problems (trash, prohibited uses, motorized vehicles, off trail uses); existing and proposed improvements, structures, infrastructure, and trails (kiosks, platforms, boardwalks, recreation structures, etc); gates and boundary marking and/or posting, parking areas and access - both existing and proposed; managing natural resources - vegetation, water ways, ponds, natural communities etc.

Clean Fill Storage

The City will seek alternative locations, both on the Property and other sites in Burlington, for the temporary storage of clean fill. If an off-site location is not identified, the City shall have the right to continue to utilize the current on-site.

BED

Taxes

BED and IC will pro rate taxes at closing based on the Payment In Lieu of Taxes (PILOT) liability of BED for the fiscal year 2007. Upon sale, the land will be fully taxable. IC has right to contest valuation of Property, with determination by Board of Civil Authority being final.

Miscellaneous Items

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Page last updated April 07, 2008