FEDERAL FINANCIAL REPORT - Michigan … Reports/E...STATE OF MICHIGAN – E-19-HL Point Betsie Piping Plover HCP Land Acquisition – Performance Report and Land Summary Statement

FEDERAL FINANCIAL REPORT(Follow form instructions)

1. Federal Agency and Organizational Element 2. Federal Grant or Other Identifying Number Assigned by Federal Agency Page of

to Which Report is Submitted (To report multiple grants, use FFR Attachment) 1 1

Department of the InteriorPoint Betis Piping Plover HCP Land Acquisition

Fish and Wildlife Servicepaoes

3. Recipient Organization (Name and complete address including Zip code)Michigan Department of Natural Resources and Environment

P,O. Box 30028

Lansin~1. MichiQan 48909

4a, DUNS Number 4b. EIN 5. Recipient Account Number or Identifying Number 6. Report Type 7. Basis of Accounting(To report multiple grants, use FFR Attachment)

D Quarterly

D Semi-Annual805339991 38-6000134 E-19-H L Revised D Annual

0 Final DCash o Accrual

8. ProjeGUGrant Period 9. Reporting Period End Date

From: (Month, Day, Year) ITO (Month, Day, Year) (Month, Day, Year)

November 28, 2006 September 30, 2008 September 30, 2008

10. Transactions Cumulative

(Use lines a-c for single or multiple grant reporting)

Federal Cash (To report multiple grants, also use FFR Attachment):a. Cash Receipts $0.00

b. Cash Disbursements $0.00c. Cash on Hand (line a minus b) $0.00

(Use lines d-o for single grant reporting)

Federal Expenditures and Unobligated Balance:

d. Total Federal funds authorized $550,823.00

e. Federal share of expenditures $508,912.25

f. Federal share of unliquidated obligations $0.00

o. Total Federal share (sum of lines e and f) $508,912.25

h. Unoblioated balance of Federal funds (line d minus g) $41,910.75Recipient Share:

i. Total recipient share reauired $261,319.94

i. Recipient share of expenditures $261,319.94

k. Remaining recipient share to be provided (line i minus j) $0.00Program Income:

I. Total Federal prooram income earned $0.00

m. Prooram income expended in accordance with the dedudion alternative $0.00

n. Prooram income expended in accordance with the addition alternative $0.00

o. Unexpended proaram income (line I minus line m or line n $0.00

I a. Tvpe lb. Rate c. Period From IPeriod To d. Base e. Amount Charoed f. Federal Share11. Indirect I Fixed I Various November 28, 2006 I Seotember 30, 2008 $0.00 $0.00 $0.00Expense I I I

a. Totals: $0.00 $0.00 $0.0012. Remarks: Attach any explanations deemed necessary or information required by Federal sponsoring agency in compliance with governing legislation:

13. Certification: By signing this report, I certify that It Is true, complete, and accurate to the best of my knowledge. I am aware that

anv false, fictitious or fraudulent Infonnalion mav sublect me to criminal civil or administrative penalities. (U.S. Code, Title 18, Section 1001)

a. Typed or Printed Name and Tille of Authorized Certifying Official c. Telephone (Area code, number and extension)

Eric Sink(517) 335-1064

Federal Aid Coordinatord. Email address

[email protected]

b. Signature of Authorized Certifying Official e. Date Report Submitted (Month, Day, Year)

&~~ December 21, 2010

14. Agency use only:

Standard Form 425

OMS Approval Number: 0348·0061Expiration Dale" 10/31/2011

Paperwork Burden StalementAccording 10 the Paperwork Reduction Act, as emended, no persons are required to respond to a collection of information unless it displays a valid OMS Control Number. The valid OMS control number for thisinformation collection

STATE OF MICHIGAN – E-19-HL Point Betsie Piping Plover HCP Land Acquisition – Performance Report and Land Summary Statement Segment 1, A1: 11/26/2006-9/30/2008 (Revised 12/21/2010) Page 1 of 4

STATE: Michigan

GRANT TITLE: Point Betsie Piping Plover HCP Land Acquisition

FEDERAL IDENTIFIER: E-19-HL

SEGMENT: 1 Amendment 1 – Revised 12/21/2010

REPORT TYPE: Performance Report and Land Summary Statement

REPORTING PERIOD: 11/28/2006 – 9/30/2008

Purpose of Revision:

Both this Annual Performance Report (APR) including the Land Summary Statement (LSS) and the Financial Status Report (FSR) for this grant that were submitted in April, 2010 have been revised. In the previous report, the $2,000 appraisal cost included in the APR narrative was inadvertently omitted from the calculations on the LSS, resulting in a $2,000 discrepancy between the APR and the LSS. Additionally, only the federal portion of the audit charges were included in the APR and LSS, the entire audit amount is now included in the APR and LSS.

The FSR overstated the amount of match provided for this grant. The subrecipient partner, The Nature Conservancy (TNC), donated time and supplies to control the exotic invasive plants on the parcel of land acquired under this grant. Because of weather and staffing issues, some of the invasive vegetation control work was conducted outside of the grant period, so this amount was not reported on the original LSS. Consequently, the match expenditures reported on the original LSS and FSR did not match. The amount of this match that was originally included in the FSR has been removed in the revised FSR. All other aspects of the reports remain as previously submitted.

Summary:

This Performance Report covers a 22 month period beginning in federal fiscal year 2007 and extending through federal fiscal year 2008. The overall goal of this grant is to protect, provide and enhance habitat for the federal endangered Piping Plover and associated species. This goal was addressed in partnership with The Nature Conservancy in Michigan (TNC) who will acquire, own, and manage the lands as part of their Point Betsie Nature Preserve. This goal was addressed through objectives detailed in the grant proposal. The amount of each objective to be achieved during this reporting period was established in this grant segment. A summary of the accomplishments completed by objective is given below.


Accomplishments:

The accomplishments by each project statement objective are summarized in the following table. Reporting units given are those established in the grant proposal. Explanations of any slippages greater than +/- 10% are provided following the table if necessary.

Project Statement and Objectives Planned Accomplishments

Reporting Units Actual Accomplishments

Land acquisition for restoration of piping plover in Michigan 1. Land Acquisition 21.55 Acres 34.6 2. Management planning 1 Plan 1 3. Remove invasive plants 1 Parcels cleared 1* *The invasive plant removal from the acquired parcel was completed outside of the grant period during the spring and summer of 2009. It is reported here to show that the original grant objectives have been completed, however, this work was completely accomplished without funds from this grant and is not included in any financial reporting for this grant.

Reported Expenses:

The expenses reported below are the total reported for activities reimbursable under this grant agreement, but were not necessarily charged to these federal assistance funds1. Labor and expenses were queried using activity codes rather than the funding and appropriation codes as are typically used to verify federal aid expenses. No travel or Motor Transport Division (MTD) costs were charged to this grant.

Project Statement and Objectives Planned Expenditures

Actual Expenditures1

Land acquisition for restoration of piping plover in Michigan 1. Land Acquisition $813,420 $769,243

2. Management planning $0 $0

3. Remove invasive plants $34,000 $0

Project Totals $847,420 $769,243 1The expenses provided are for grant evaluation purposes only and may include expenses that were eligible for reimbursement but were not actually charged to the grant. These values are not necessarily included in Financial Status Reports nor are they subject to financial audits. Actual grant expenditure tracking with supporting documentation necessary for audit purposes is not maintained by MDNR at the objective level. All financial tracking and reporting for the purposes of audits is at the grant level only.

Slippages/Discussion of Accomplishments and Expenditures:

The landowners had originally conceived of splitting the vacant land they owned into two separate parcels. They had intended selling one to the TNC/MDNR partnership in this grant and reserving the other for future development or conservation sale. As the parcels did not appraise for as much as they originally expected, we were able to acquire the entire vacant land of 34.6 acres.


The acquisition costs are detailed as follows, hyperlinks are to the supporting documentation in the electronic version of this report.

Costs: Ryan Tracts Parcel Cost: $750,000.00 Project Execution Costs:

Appraisals $2,000.00 Environmental Assessment $325.00 Survey $3,400.00 Title Insurance1 $2,450.00 Closing Costs $6,803.00 Tax Proration $2,338.38 Audit (0.38%) $2,915.80

Initial Stewardship Activities Invasive Removal2 $0.00

Total expenditures:

$770,232.18

Sources: % of Total Totals USFWS – CESCF 66.07% $508,912.25 TNC Cash 33.80% $260,330.68 MDNR Cash 0.13% $989.25

Totals: $770,232.18

1The title insurance policy is now included in this report, it was sent in separately from the original report. 2Personnel changes at TNC delayed stewardship activities on this acquired parcel. All of this work was subsequently completed during the spring and summer of 2009. As this work was done outside of the grant period, the expenditures are not reported here.

LAND SUMMARY STATEMENT

Rev October 2010 STATE: MICHIGAN GRANT NUMBER: E-19-RL-1 APPROVED FED SHARE (%) 66.07% VOUCHER NO.:

VENDOR NAME RYAN Totals

State Tract Identifier NA

APPRAISED VALUE $750,000.00 $750,000.00

TOTAL ACRES 34.60 34.60

Real Property Cost $750,000.00 $750,000.00

Relocation Cost + $0.00 $ 0.00

Misc. Overhead Cost + $20,323.18 1 $20,323.18

Salary Cost + $0.00 $ 0.00

TOTAL COST = $770,323.18 $770,323.18

Program Income Used - $0.00 $ 0.00 Amount paid for real property over appraised value - $0.00 $ 0.00

REVISED TOTAL = $770,323.18 $770,323.18

WR Amount ($) $0.00 $ 0.00

SFR Amount ($) $0.00 $ 0.00

Other Fed Program Amount ($) $508,912.25 $508,912.25

State Share/Match (Cash) $989.26 $ 989.26

State Share/Match (Land Value) $0.00 $ 0.00

Real Property - Vendor Donation $0.00 $ 0.00

3rd Party Contribution $260,330.68 $260,330.68

Total State/Recipient Contributions $261,319.94 $261,319.94 Other Non-Federal or Non-participating Cost $0.00 $ 0.00

Fed Payment Requested $508,912.25 $508,912.25

Acquisition Type 4

Acquisition Purpose KP

Unit Number NA

Unit Name NA

County Name(s) Benzie

GPRA Code/Acres Assigned See note below

GPRA Code/Acres Assigned

FOOTNOTES: 1. Miscellaneous overhead cost includes $2,915.80 in audit costs (0.38%). GPRA Code is unknown, this was fee title land acquisition of uplands for endangered species using Cooperative Endangered Species Conservation Fund grant.

E-19-HL-1 Ryan Tract Acquisition Maps

E-19-HCP Point Betsie HCP Land Acquisition – Tract Maps, MI DNR Page 1 of 3

Figure 1: Ryan Tract location map.


Figure 2: Ryan Tract plat map.


Figure 3: Ryan Tract survey map.

Michigan Department of Natural Resources Subrecipient Agreement for Federal Award

General Federal Award Information Federal ID: E-19-HL-1 Grant Title: Point Betsie Piping Plover HCP Land Acquisition

CFDA: 15.615: Endangered Species Federal Agency US Fish and Wildlife Service

Start Date: 11/26/2006 End Date: 09/30/2009 Research and Development Award

Subrecipient Information Organization: The Nature Conservancy FEIN:

Org. Type: For Profit Non-profit/NGO Government Higher Education

The intent of this agreement is to allow the Wildlife Division (WD) of the Michigan Department of Natural Resources (the Department) to form a conservation partnership with The Nature Conservancy (the Subrecipient) to contribute to programmatic goals of an approved federal award. The Department is the recipient of a federal award through the grant known as E-19-HL-1 Point Betsie Piping Plover HCP Land Acquisition between the US Fish and Wildlife Service (USFWS) and the Department. The terms and conditions of this award are stipulated in the Notice of Award Letter (“Attachment A”). The approved objectives and activities eligible for federal reimbursement are described in the Grant Proposal (“Attachment B”). Under this agreement, The Nature Conservancy is a Subrecipient of this federal award, subject to the terms and conditions contained herein.

SECTION I – PURPOSE OF SUBRECIPIENT AGREEMENT

The Department and The Nature Conservancy (collectively, the “Parties”) enter into this Subrecipient Agreement to acquire, protect and restore 21.55 acres of land for Piping Plover, Pitcher’s thistle, and other open dune species in perpetuity.

SECTION II- TERM OF SUBRECIPIENT AGREEMENT

This Subrecipient Agreement shall begin on July 14, 2008 (“commencement date”) and shall expire on September 30, 2009 (“expiration date”), unless further extended by amending this agreement, which shall be in writing and signed by all Parties.

The Subrecipient may incur preagreement costs starting May 1, 2006. Preagreement costs are those costs incurred by the Subrecipient before the commencement date, but are necessary and reasonable for accomplishing the objectives of this agreement. Preagreement costs include only those costs that would otherwise be eligible for reimbursement under this agreement. Only those costs that are preparatory to and necessary for fulfilling the objectives of this agreement by the expiration date will be allowed and are not to exceed $15,000.00.

SECTION III - AMOUNT OF SUBRECIPIENT AGREEMENT

The total project cost covered by this agreement is not to exceed $779,978.00. The Subrecipient shall be reimbursed for up to 65% of eligible expenditures up to an amount of $506,985.70 in US Fish and Wildlife Service administered funds. The Subrecipient will provide 35% of the project

DNR Subrecipient Agreement for US Fish and Wildlife Service Administered Federal Funds Page 1 of 9

costs covered by this agreement to be counted as part of the non-federal match required by the federal award. The Subrecipient will provide up to $272,992.30 in cash or in-kind match for activities implemented under this agreement. Funds used as match under this agreement must not be used as match for any other federal award and must be derived entirely from non-federal sources. Use of in-kind goods or services as fulfillment of this match requirement are only allowed if so stipulated in the in the Grant Proposal (“Attachment B”) and must be documented on a form provided by the Department along with other necessary supporting documents.

In the absence of a formal amendment to this Subrecipient Agreement, the Department shall not be obligated to reimburse the Subrecipient for costs that are in excess of the amount stipulated in this section.

SECTION IV - SCOPE OF WORK & REPORTING REQUIREMENTS

Under this agreement, the Parties are committed to accomplishing the following portion of the objectives described in the Grant Proposal (“Attachment B”):

1. Land Acquisition – To acquire 21.55 acres of open dune land at the site by the end of the grant period, including 972.15 feet of Lake Michigan shoreline.

2. Management Planning – To update the current Zetterberg Preserve Management Plan by expanding to include the acquisitions covered by this proposal by the end of the grant period. The plan will set direction to ensure the sites are managed in perpetuity for Piping Plover habitat and associated species.

3. Remove Invasive Plants – To conduct proven methods for removing baby’s-breath and other non-native, invasive plants that artificially stabilize dune systems from 10 (ten) acres of land within the project area.

Activities eligible for reimbursement under this agreement are only those necessary to achieve the above objectives and are included in the approach section of the attached Grant Proposal (“Attachment B”).

The Nature Conservancy will provide the Department with a report detailing accomplishments achieved by objective with an estimate of expenditures by objective on a form provided by the Department. The Subrecipient will submit this report to the Department no later than 15 (fifteen) days before the expiration date. If the term of this agreement exceeds 1 (one) year, an interim report may be required by the anniversary of the commencement date.

SECTION V - PAYMENT PROVISIONS

Requests for reimbursement of eligible expenditures by the Subrecipient are to be made by submission of invoices along with necessary supporting documents to the Department Contact designated in this Section. Necessary supporting documents include verification that the Subrecipient has incurred the expenditure(s) and that the Subrecipient has met the necessary match requirements. No advance payments are allowed under this agreement.


The Subrecipient must be registered to accept Electronic Funds Transfers (EFT) within the state of Michigan accounting system. All reimbursements will be made by the Department in a timely fashion via EFT only after receiving invoices along with necessary supporting documents.

The Department Contact for all matters and correspondence related to payments is:

Stephen Beyer Wildlife Division Federal Aid Coordinator P.O. Box 30444 Lansing, Michigan 48909-7944 517-241-3450

Disbursement of the federal award portion for acquisition of rights in land shall be made directly to the closing company by check or EFT on or before the day of closing. No less than 1 (one) week prior to the date of closing, the Subrecipient will provide the Department with the following:

1. The name, address and federal Employee Identification Number of the closing company. It is the Subrecipient’s responsibility to work with the Department Contact to ensure that the closing company is a registered vendor with the state of Michigan well in advance of the date of closing; otherwise the disbursement may be delayed.

2. The final United States Department of Housing and Urban Development settlement statement.

3. The amount of the requested federal funds needed from the Department at closing along with a schedule of the items on the settlement statement to be paid by the Department and the Subrecipient.

4. The final approved draft of the property title to be conveyed.

Additionally, disbursement is contingent on the completion of the following by the Department and Subrecipient:

1. The established fair market value of the rights in land to be acquired estimated by a state-licensed or certified appraiser, as provided by the Uniform Appraisal Standards for Federal Land Acquisitions guidance provided in the “Yellow Book.”

2. The review of the estimated value by a certified Review Appraiser.

3. A statement of just compensation verifying the seller was offered the estimated fair market value. If the parcel is being acquired through a bargain sale, a signed statement from the seller acknowledging the voluntary sale below the estimated fair market value.


SECTION VI - DISPOSITION OF EQUIPMENT, CAPITAL IMPROVEMENTS, AND REAL PROPERTY

No equipment will be acquired under this agreement. Equipment means tangible, nonexpendable, personal property having a useful life of more than one year and an acquisition cost of $5,000 or more per unit.

No capital improvements are being developed under this agreement. Capital improvements are facilities, infrastructure and significant habitat developments.

Real property is being acquired under this agreement. Real property means land, including land improvements, structures, and appurtenances thereto, excluding movable machinery and equipment.

The Subrecipient will acquire and hold title to the lands to be acquired as described in the Grant Proposal (“Attachment B”). As a condition of this agreement, The Nature Conservancy will protect the federal interest in the lands acquired by ensuring that a Notice of Property Restriction as described below is recorded separate from, but referencing, the title. The Notice of Property Restriction will:

1. Identify that the US Fish and Wildlife Service has an interest in the real property to which the Notice of Property Restriction applies and where the title to this interest is recorded.

2. Identify this grant by the following identifying number and name: E-19-HL-1 Point Betsie Piping Plover HCP Land Acquisition.

3. State the purpose of the project is to protect, manage and enhance habitat for Piping Plover, Pitcher’s thistle, and other open dune species in perpetuity.

4. Identify the Subrecipient as holding fee title while noting the interest in the property by the Department, including that the Department may repossess the property should The Nature Conservancy fail to maintain the property for its intended purpose.

5. State that the Subrecipient and/or the Department will not convey or encumber the interest in real property, completely or in part, without US Fish and Wildlife Service’s consent and will manage the interest in real property for the project’s authorized purpose unless US Fish and Wildlife Service authorizes otherwise.

6. State that the Notice of Property Restriction runs with the interest in the real property and none of the items may be changed or cease to be applicable unless US Fish and Wildlife Service provides written authorization, which the Subrecipient and/or the Department will also record with reference to the title to the real property.

SECTION VII - ACCOUNTS, AUDITS AND RECORDS

In compliance with 43 CFR 12.82, the Subrecipient agrees to maintain books, records, documents, and other evidence pertaining to all costs and expenses incurred and revenues acquired under this Subrecipient Agreement (collectively “Records”) to the extent and in such detail as will properly reflect all costs and expenses for which reimbursement is claimed. This


section applies to all financial and programmatic records, supporting documents, statistical records and other records of the Subrecipient that are:

1. Required to be maintained by the US Fish and Wildlife Service program regulations, the grant award or

2. otherwise reasonably considered as pertinent to the US Fish and Wildlife Service program regulations or the grant award.

Except as otherwise provided, records must be retained for three years from the starting date established as follows:

1. General. The retention period starts on the day the Department submits to the US Fish and Wildlife Service its single or last expenditure Financial Status Report. If Financial Status Report has been waived, the retention period starts on the day the report would have been due.

2. Real property and equipment records. The retention period for real property and equipment records starts from the date of the disposition or replacement or transfer at the direction of the US Fish and Wildlife Service.

If any litigation, claim, negotiation, audit, or other action involving the records has been started before the expiration of the three-year period, the records must be retained until completion of the action and resolution of all issues which arise from it, or until the end of the regular three-year period, whichever is later.

To avoid duplicate recordkeeping, the US Fish and Wildlife Service may make special arrangements with the Subrecipient to retain any records which are continuously needed for joint use. The US Fish and Wildlife Service will request transfer of records to its custody when it determines that the records possess long-term retention value. When the records are transferred to or maintained by the US Fish and Wildlife Service, the three-year retention requirement is not applicable to the Subrecipient.

The Department, US Fish and Wildlife Service, the Comptroller General of the United States or any of their authorized representatives, shall have the right of access to any pertinent books, documents, papers, or other records of the Subrecipient that are pertinent to the federal award, in order to make audits, examinations, excerpts, and transcripts.

The Federal Freedom of Information Act (5 U.S.C. 552) does not apply to the Records unless required by federal, state or local law. The Subrecipient is not required to permit public access to their records.

If the Department or US Fish and Wildlife Service disallow any costs claimed by the Subrecipient related to this Subrecipient Agreement, the Subrecipient shall be responsible for reimbursing the Department for any of those costs related to the work the Subrecipient has performed.


If the Subrecipient expends more than $500,000 in United States federal funds during its fiscal year, it will perform a single audit in accordance with OMB Circular A-133. A copy of the audit will be provided within six months after the Subrecipient’s fiscal year-end to the Department.

The provisions of this Section shall survive the expiration of this Subrecipient Agreement.

SECTION VIII – COMPLIANCE, REQUIRED ASSURANCES & CERTIFICATIONS.

The Subrecipient agrees to comply with all applicable federal laws, regulations and policies as detailed in the Grant Proposal (“Attachment B”) including, but not necessarily limited to:

• National Environmental Policy Act • Section 7, Endangered Species Act • National Historic Preservation Act • The Coastal Zone Management Act • Executive Orders 11988 Floodplain Management, 11990 Protection of Wetlands, 13112

Invasive Species • Animal Welfare Act • Coastal Barriers Resources Act.

Further, by signing this Subrecipient Agreement, the Subrecipient is providing the following assurances and certifications. In the event that any material misrepresentation in these assurances and certifications is discovered during the term of this Subrecipient Agreement, the Subrecipient or the Department may elect to declare this Subrecipient Agreement null and void subject to immediate termination. In the case of an intentional material misrepresentation, the Department may, at its option, recover damages resulting from the termination. Notice of termination shall be given to Subrecipient. The Subrecipient shall require that the language of these certifications be included in the award documents for all Subrecipient Agreements under this Subrecipient Agreement and that all subrecipients shall certify and disclose accordingly.

1. NON-DISCRIMINATION.

To the extent that such laws apply to the Subrecipient, the Subrecipient agrees to abide by United States laws with regard to non-discrimination of United States citizens or legal residents working under this Subrecipient Agreement based on race, color, religion, national origin, handicap, or age.

2. DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS

The Subrecipient certifies to the best of its knowledge and belief that it is not presently and will not be debarred, suspended or proposed for debarment or declared ineligible for the award of subcontracts, by any United States Government agency, in accordance with federal regulations (53 Fed.Reg. 19161-19211) or has been so within the preceding three-year period.

The Subrecipient certifies to the best of its knowledge and belief, that it and its principals:


a. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency;

b. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain or performing a public (federal, state, or local) transaction, or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

c. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph 1b of this certification; and

d. Have not, within a three-year period preceding this application/proposal had one or more public transactions (federal, state, or local) terminated for cause or default.

Where the Subrecipient is unable to certify to any of the statements in this certification, the Subrecipient must provide to the Department a written explanation prior to signing this Subrecipient Agreement.

The Subrecipient further certifies that it will not become debarred, suspended or proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any federal department or agency during the term of this Subrecipient Agreement and it will not engage or contract for work under this Subrecipient Agreement with any such debarred or ineligible parties.

3. OTHER CERTIFICATIONS.

The Subrecipient certifies not to:

a. Attempt to influence legislation or support lobbying within the meaning of Section 501(c)(3) of the United States Internal Revenue Code using any of the funds granted by the Subrecipient; or

b. Use any portion of these funds to participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office, to cause any private benefit to occur or to take any other action inconsistent with Section 501(c)(3) of the United States Internal Revenue Code.

SECTION IX - ASSIGNMENT

This Agreement may not be assigned by the Subrecipient, in whole or in part, without the prior written consent of the Department.


SECTION X - TERMINATION

If at any time the federal award is terminated, this Subrecipient Agreement shall also be automatically terminated as of the termination date of the federal award. Additionally, the Department shall have the right to terminate this Subrecipient Agreement by giving 30 (thirty) calendar days written notice to the Subrecipient of intent to terminate. Upon receipt of the termination notice from the Department, the Subrecipient shall take all necessary action to cancel outstanding commitments relating to the work under this Subrecipient Agreement. In the event of termination prior to the originally agreed upon expiration, the Department shall pay any obligations incurred by the Subrecipient that could not reasonably be canceled.

SECTION XI - LIABILITY

The Subrecipient shall be solely responsible for the payment of any and all claims for loss, personal injury, death, property damage, or otherwise, arising out of any act or omission of its employees or agents in connection with the performance of this work.

The Subrecipient agrees to indemnify and hold the Department harmless from any and all claims, loss, damages, costs and expenses, including attorney fees through the appellate levels, made against or incurred by the Department arising out of work performed by the Subrecipient under this Subrecipient Agreement or arising out of any act or omission of the Subrecipient.

SECTION XII - APPLICABLE LAW

This Subrecipient Agreement shall be interpreted, construed, and governed by the laws of the state of Michigan and such laws of the United States, as may be applicable. In the event of any litigation over the interpretation or application of any of the terms or provisions of this Subrecipient Agreement, the Department and Subrecipient agree that litigation shall be conducted in the state of Michigan.


PURCHASE AGREEMENT

This is an agreement for the sale and purchase ofreal property between Diana Ryan, also knownas Diana H. Ryan (Seller) whose address is 703 St Lawrence Ave., Janesville, WI 53545 and TheNature Conservancy, a non-profit corporation of the District of Columbia (Conservancy), and itssuccessors and assigns, covering that land, together with all structures and improvements locatedin and on the land, if any, any fixtures or equipment attached to the land, and including timberrights, mineral rights, and access rights, located in Benzie County, Michigan, consisting of two(2) parcels containing a total of approximately 34.64 acres, more or less, both of such parcelsbeing legally described in Exhibit A attached to this agreement (collectively the Property).

WITNESSETH:

In consideration of $1 ,000 (One Thousand) hereby paid by the Conservancy into escrow asdescribed below ("Earnest Money") and of the agreements contained herein, the Seller agrees tosell to the Conservancy and the Conservancy agrees to purchase from the Seller the propertydescribed in Exhibit A under the following terms and conditions:

1. PURCHASE PRICE. The total purchase price for the Property is $750,000 (SevenHundred Fifty Thousand). The Earnest Money is a part of the total purchase price. The balanceof $749,000 (Seven Hundred Forty Nine Thousand) will be paid in escrow to Lakeshore TitleCompany, which shall pay funds to Seller as directed by Seller at closing. The Conservancyacknowledges that the Seller will allocate the purchase price between the two parcels described inattached Exhibit A for income tax reporting purposes. The Conservancy represents to Seller thatthe Property is being acquired by the Conservancy for the purpose ofprotecting, maintaining andmanaging the ecological and aesthetic features ofthe Property in its current state in perpetuity(the Conservancy's intended use).

2. EARNEST MONEY. The Conservancy will wire transfer the Earnest Money toLakeshore Title Company ("Escrow Agent") for deposit into an escrow account pursuant to anescrow agreement in substantially the form attached as Exhibit D ("Escrow Agreement"). TheConservancy will wire transfer the Earnest money to the Escrow Agent within 5 business days ofthe Conservancy receiving from the Seller a fully executed copy of this purchase agreement and acopy of the Escrow Agreement which has been executed by the Seller and the Escrow Agent.

3. TAX DISCLAIMER & DISCLOSURES. Seller hereby represents and warrants thatSeller (i) has not relied upon any representation by or on behalf ofthe Conservancy concerningthe tax consequences of this specific contribution or transaction; and that Seller (ii) has beenadvised by the Conservancy to seek Seller's own profes.sional advice regarding such taxconsequences. The Conservancy acknowledges that (a) Seller believes that the fair market valueof the subj ect parcels exceeds the purchase price, (b) despite the bargain purchase price, Sellerwishes to proceed with this sale in order to assure that the Property is preserved in perpetuity inits current state and without development, and (c) Seller may seek a tax deduction for the fairmarket value of the Property in excess of the purchase price. Upon request by Seller, and uponcompliance with the conditions described below, the Conservancy agrees to promptly executeand deliver to Seller IRS Form 8283 and other documents reasonably requested by Seller toconfirm and acknowledge that the Conservancy has received each ofthe parcels described inattached Exhibit A.

1

BARGAIN SALE. A tax deduction may be available for sales ofproperty to the Conservancy atbelow the fair market value ofthe property as established and substantiated by a "qualifiedappraisal" (as defined under IRS regulations). It is the Seller's obligation to establish the amount ofthe charitable contribution involved in such sales for federal tax purposes. Seller acknowledgesthat neither the Conservancy, nor any of its employees or agents, has made any representation orwarranty concerning the tax consequences of the transaction contemplated by this Agreement,including the value and the deductibility of any intended charitable gift. Neither the Conservancynor its employees or agents assume any liability in the event that any portion of the intendedcharitable gift is determined by appropriate authorities to be not deductible. Seller herebyrepresents and warrants that Seller has or will obtain and rely on Seller's own tax advisors foradvice with respect to both the availability of a tax deduction for the charitable contribution and therequirements for appraisals and other documentation to substantiate the value of the charitablecontribution deduction.

Seller has received a document entitled "Summary ofThe Nature Conservancy's ProceduresRelating to Acceptance of Donations of Land and Interests in Land and Water" and attachmentsand understands the conditions under which the Conservancy will sign Internal Revenue ServiceForm 8283 relating to donations of interests in land.

4. SURVEY. The Conservancy will obtain a survey of the Property prior to closing by aregistered or licensed land surveyor to determine the boundaries, legal description and acreage ofthe Property. The surveyor shall stake the Property boundaries. The surveyor shall certify thesurvey and provide three (3) copies and an electronic version of a map or plat of the survey andthe legal description. The survey shall be in a form acceptable to the Conservancy's titleinsurance company to delete from a final title insurance policy the standard exceptiones)routinely deleted based upon a survey of the insured Property and shall conform to surveyrequirements established by the State ofMichigan. The Seller and the Conservancy shall eachhave the right to be present during the survey. The cost ofthe survey shall be the responsibilityof the Conservancy. The purchase price set forth above shall not be adjusted by the results of theConservancy's survey.

5. LAND DIVISION. Seller shall convey to the Conservancy at closing, without additionalcharge, all rights of Seller under the Michigan Land Division Act to divide the Property. Allcosts associated with such conveyance shall be the responsibility of the Conservancy.

6. CLOSING DATE. Closing will be on June 30, 2008 or as soon thereafter as theconditions for closing set out in this agreement have been met. Closing shall be conducted bymail with the closing documents and purchase price held in escrow by an agent mutuallyacceptable to Seller and the Conservancy pending consummation of the closing, unless otherwiseagreed to by the parties.

7. CONTINGENCIES. This agreement and the Conservancy's obligations hereunder arecontingent upon the following:

a. The Conservancy obtaining all necessary internal approvals required for theConservancy to acquire the Property pursuant to this agreement.

2

b. Execution of a sub-recipient agreement by Michigan Department ofNaturalResources and The Nature Conservancy providing for grant funds to theConservancy for this acquisition in the amount of at least $500,825.

In the event that any of the contingencies listed above is not satisfied, the Conservancy, atits option, may declare this purchase agreement null and void and the Earnest Money shall bereturned to the Conservancy. The contingencies listed above are in addition to any othercontingencies for closing contained in this agreement. The Conservancy agrees to diligentlypursue satisfaction ofthe above contingencies and to notify Seller in writing promptly upon suchsatisfaction so that Seller will have as much notice as reasonably possible to carry out Seller'sobligations in connection with the closing.

8. EVIDENCE OF TITLE. Upon execution of this agreement by both parties, theConservancy will obtain a preliminary title insurance commitment on the Property. Thecommitment shall be delivered to the Conservancy at least 15 days before closing and shallevidence the Seller's ability to deliver title at closing as set forth below. The cost ofthe titleexamination, title insurance commitment and the final policy in the amount of the purchase priceto be issued at closing shall be the responsibility ofthe Conservancy.

9. TITLE. At closing, the Seller will convey good, insurable and marketable title to theProperty to the Conservancy together with all rights, hereditaments and appurtenances belongingto the Property (including insurable legal access, all mineral rights, all water rights, all timberrights and all government farm program crop bases and contract acres), to the Conservancy in feesimple, free and clear of all liens, encumbrances, restrictions, rights or exceptions, subject torestrictions and reservations ofrecord except those ofrecord which are acceptable to theConservancy. The Seller shall not transfer or encumber any interest in the Property prior toclosing.

10. TITLE DEFECTS. If for any reason the Seller cannot deliver title at closing as requiredby this agreement, the Conservancy may elect to: a) accept the Property with title as it is andproceed to closing, or b) refuse to accept the Property in which case the Earnest Money paid forthis agreement shall be refunded.

11. DOCUMENTS FOR CLOSING. The Seller shall execute and deliver at closing generalwarranty deed(s) conveying the Property to the Conservancy, a FIRPTA Affidavit (as defined inthe Seller's Representations and Warranties paragraph below), an owner's affidavit and/or otherdocuments required by the title insurance company to remove the standard title policy, and anyother documents necessary to close in accordance with the terms ofthis agreement. Theproposed deed and any other documents to be prepared by the Seller for closing must besubmitted to the Conservancy at least 15 days before closing. Any documents to be prepared bythe Conservancy shall be provided to the Seller at least 15 days before closing. All costsassociated with preparation of the warranty deed(s) and other documents necessary to close shallbe the responsibility of the Conservancy.

12. PROPERTY TAXES. Any delinquent real property taxes, all real property taxes whichare due in the year of closing and all levied assessments are the Seller's responsibility and shouldbe satisfied ofrecord by the Seller at or before closing, ifpossible. Any real estate taxes assessed

3

against the Property in the year of closing, but which are not yet due and payable, will beprorated to the date of closing based upon the most recent available tax statements.

13. MISCELLANEOUS CLOSING EXPENSES. The Conservancy will pay anydocumentary stamp tax, real estate transfer fee or any similar charge due upon conveyance of titleto the Conservancy. The Conservancy will pay any escrow or closing fees. Recording fees willbe paid by the Conservancy.

14. POSSESSION. The Seller will deliver full possession of the Property to the Conservancyat closing.

15. REMOVAL OF MATERIALS. The Seller shall remove all personal property of Sellerfrom the Property prior to closing.

16. PRESERVATION OF PROPERTY. Seller agrees that the Property shall remain as it nowis until closing, and that Seller will prevent and refrain from any use of the Property for anypurpose or in any manner that would adversely affect the Conservancy's intended use of theProperty. Specifically, but without limitation, Seller shall make no alterations to anyimprovements, timber resources, other vegetation, topography, wetlands or watercourses, or othernatural resources.

In the event of any actions or adverse change in the condition of the Property, the Conservancymay elect to: a) refuse to accept the Property, in which case the Earnest Money shall be refunded,or b) accept the Property and proceed to closing.

17. RIGHT OF ENTRY AND INSPECTION. The Conservancy and its agents shall have theright to enter upon the Property at reasonable times for surveying, conducting an environmentalinspection and assessment to detect hazardous or toxic substances, and other reasonable purposesrelated to this transaction. Based upon the results of the environmental inspection andassessment and other inspections, the Conservancy may elect to: (a) refuse to accept the Property,in which case the Earnest Money shall be promptly refunded; or (b) accept the Property andproceed to closing. The Conservancy agrees that, by proceeding to closing, the Conservancy hasaccepted the Property "AS IS" in its then current condition, subject only to Seller's warranties setforth below. The Conservancy agrees to indemnify, defend and hold Seller harmless from anyand all losses, liabilities, claims, damages, attorneys' fees, costs and expenses arising from or inany way attributable to inspections and/or any other activities on or about the Property by theConservancy or its inspectors, contractors, consultants, agents and representatives.

18. SELLER'S REPRESENTATIONS AND WARRANTIES. The Seller warrants andrepresents to the Conservancy the following matters and agrees to indemnify, defend and hold theConservancy harmless from any loss or liability relating to these matters, with the intent thatthese representations, warranties and indemnities shall survive closing:

a. Title to the Property!Authority. The Seller is the sole legal owner of the Propertyin fee simple. The Property is not now subject to any written or oral lease, license,permit, option, agreement of sale, claim or legal proceeding except as set forthherein. Seller has the full power and authority to execute this agreement and all

4

agreements and documents referred to in this agreement and to fully perform asrequired by this agreement.

b. Condition ofProperty. The Seller is not aware of any facts that would adverselyaffect the Conservancy's intended uses of the Property.

c. Access. To the best of Seller's knowledge, the Property has, and shall have atclosing, legal and physical access to a public road, that is insurable with titleInsurance.

d. Hazardous Substances. To the best of Seller's knowledge:

(i) There is no and has been no condition at, on, under or related to theProperty presently or potentially posing a significant hazard to human health or theenvironment, whether or not in compliance with law;

(ii) There is no and has been no production, use, treatment, storage, transportation,or disposal of any Hazardous Substance (as defined below) on the Property;

(iii) There is no and has been no release or threatened release of any HazardousSubstance, pollutant or contaminant into, upon, or over the Property or into orupon ground or surface water at the Property or within the immediate vicinity ofthe Property;

(iv) There is not now and has never been any Hazardous Substance stored on theProperty in underground tanks, pits, or ponds;

(v) The Property is not subject to any "superfund" or similar lien or any claim byany government regulatory agency or third party related to the release orthreatened release of any Hazardous Substance.

The term "Hazardous Substance(s)" means any substance that is defined as ahazardous substance, hazardous material, hazardous waste, petroleum product,pollutant or contaminant under any environmental law, including but not limited tothe Comprehensive Environmental Response, Compensation and Liability Act of1980, as amended, 42 U.S.C. § 9601 et. seq., the Resource Conservation andRecovery Act, as amended, 42 U.S.C. § 6901 et. seq., the Clean Water Act, 42V.S.c. § 1251 et seq., the Clean Air Act, 42 U.S.C., Section 7401 et seq., theToxic Substances Control Act, 15 U.S.c. § 2601 et seq., the Safe Drinking WaterAct, 42 U.S.C. § 300(f) et seq., and any and all regulations promulgatedthereunder, or any similar federal, state or local laws, ordinances or regulationsadopted under these acts.

e. Tanks/Wells. There have not been and there are not now any underground oraboveground storage tanks, septic tanks or wells located on or under the Property,or if there have been or are any such tanks or wells located on the Property theirlocation has been identified to the Conservancy in writing, they have been properlyregistered with all appropriate authorities, they are in full compliance with all

5

applicable statutes, ordinances and regulations, and they have not resulted in therelease of any Hazardous Substance into the environment.

f. Non-foreign Status. To inform the Conservancy that withholding oftax is notrequired under § 1445(b)(2) ofthe Internal Revenue Code and regulationsthereunder and under penalties ofpeljury, the Seller hereby certifies that the Selleris not a nonresident alien or a foreign corporation, foreign partnership, foreign trustor foreign estate as those terms are defined for purposes of federal income tax law.At closing. Seller agrees to deliver to the Conservancy an affidavit certifyingSeller's non-foreign status, together with Seller's social security number/federaltaxpayer identification number (FIRPTA Affidavit). The Seller consents to thedelivery of such affidavit to the Conservancy, and understands that thiscertification may be disclosed to the Internal Revenue Service and that any falsestatement made could be punished by fines, imprisonment or both.

g. Broker's Claims. Seller has not used a real estate agent or broker in connectionwith the sale of the Property.

h. Government Farm Programs. The Property is not enrolled in the Direct andCountercyclical Payment Program, the Conservation Reserve Program, theWetland Reserve Program or any other program ofthe United States DepartmentofAgriculture except: NONE. The Property is not subject to any government costshare contracts or other agreements that restrict either the use of the Property or themodification of any improvements.

1. Conflict of Interest. In order to assist the Conservancy in identifying potentialconflicts of interest, Seller will complete or has completed, signed and delivered tothe Conservancy a Disclosure Form (Disclosure Form) attached as Exhibit B.Seller warrants and represents to the Conservancy that the information in theDisclosure Form is, to the best of Seller's knowledge, true and correct. Seller shallpromptly notify the Conservancy in writing if any change in circumstances occursprior to closing that would change any response on the Disclosure Form. In theevent that any answer on the Disclosure Form changes prior to closing, or in theevent that any material misrepresentation or misstatement in the Disclosure Formis discovered before closing, the Conservancy may elect to declare this agreementnull and void, in which case the Earnest Money shall be returned to theConservancy.

J. Certification Regarding Material Support and Resources to Terrorists. Seller willcomplete or has completed, signed and delivered to the Conservancy theCertification that is attached to this agreement as Exhibit C. Seller warrants andrepresents to the Conservancy that the statements made in the Certification are, tothe best of Seller's knowledge, true and correct. In the event that any materialmisrepresentation in the Certification is discovered before closing, theConservancy may elect to declare this agreement null and void, in which case theEarnest Money shall be returned to the Conservancy.

6

19. REPRESENTATION BY COUNSEL. Seller acknowledges that Conservancy hasadvised Seller to have Seller's attorney review this agreement and all attached exhibits, and thatthe Conservancy is not acting on behalf of, or advising Seller in this transaction and Seller hasnot relied on any information or advice provided by Conservancy or its agents.

20. REMEDIES. If the Seller is ready, willing and able to perform under the terms of thisagreement but the Conservancy refuses to perform by paying the remaining monies due, theSeller shall be entitled to retain the monies already paid as Earnest Money for this agreement asliquidated damages, the parties recognizing that this amount represents a fair estimate of damagesfor the breach of a contract of this nature and that damages are otherwise difficult to ascertain. Ifthe Seller breaches any of the terms or conditions of this agreement, the Conservancy shall beentitled to an immediate refund of all monies paid under this agreement.

Additionally, the Conservancy has the right to enforce the provisions of this agreement throughan action for specific performance or injunctive relief.

21. EXHIBITS. The following exhibits are attached hereto and incorporated by reference herein:Exhibit A - Legal Description; Exhibit B - Disclosure Form; Exhibit C - Certification RegardingMaterial Support And Resources To Terrorists; Exhibit D -Escrow Agreement.

22. NOTICE. Any notice required by this agreement shall be sent to the Seller at the address setout above (with a copy to Attorney Michael E. Grubb, Brennan, Steil & Basting, S.c., One EastMilwaukee Street, P.O. Box 1148, Janesville, WI 53547) and to the Conservancy at theMidwestern Resource Office, 1101 West River Parkway, Suite 200, Minneapolis, Minnesota55415, attn: Legal Department, or to such other addresses as the parties may designate in writingfrom time to time hereafter.

23. BINDING EFFECT. This agreement becomes effective when last signed the Seller and shallthen apply to and bind the Seller and her heirs, executors, administrators, successors, and assigns.

24. COMPLETE AGREEMENT. This instrument constitutes the sole and complete agreementbetween the parties and cannot be changed except by written amendment. No representation orpromise not included in this instrument or any written amendment shall be binding upon theparties.

Date:----'-~--------

THE NATURE CONSERVANCY:

BY:~~~~~

Title: STME "b IKfCf3(J.....

Ci?I4ID~

SELLER:Diana Ryan a/k/a Diana H. Ryan

M4ua<l£~

Federal EIN 53-0242652

00263018.DOC--FINAL

7

EXHffiIT ALEGAL DESCRIPTION OF PROPERTY

The following described premises situated in the Township of Lake, County of Benzie and StateofMichigan, to-wit:

Parcel One (McVey):

The South two-thirds (S 2/3) ofthe South three-eights (S 3/8) of the North five-eights (N 5/8) ofGovernment Lots Seven (7) and Three (3) of Section Four (4), Town Twenty-six (26) North,Range Sixteen (16) West lying West ofthe right-of-way of "Old State Road" and West of thePlat of Wakefield's Lake View Summer Resort, according to the recorded plat thereof.

Parcel Two (Kittendorf):

The North One Third (N 1/3) of the South Three Eights (S 3/8) ofthe North Five Eights (N 5/8)of Government Lots Seven (7) and Three (3) of Section Four (4), Town Twenty Six (26) North,Range Sixteen (16) West, lying West of the right ofway of "Old State Road" and West ofthePlat of "Wakefield's Lake View Summer Resort, according to the recorded Plat thereof."

8

EXHIBITBDisclosure Form

It is the policy of The Nature Conservancy ("TNC") to identify real or perceivedconflicts of interest involving any party with whom TNC is entering into atransaction. To assist TNC in complying with this policy, we request that allindividuals and/or "entities" (other than TNC) that will be involved in thistransaction complete this form.

I. TRANSACTION INFORMATION (to be completed by TNC staff)

A. Real Estate TransactionsSite (Tract): Sleeping Bear/ Manitou Island -- RyanCheck one: TNC acquisition: IZI TNC sale: DCheck one: Fee interest: IZI Conservation easement: D

Other (describe):Acreage: 34.64 more or less

Benzie County, MichiganLocation (Country,state/province,county/other local unit):

B. Non-Real Estate Transactions (non-real estate contracts, grants to other nonprofits, and other transactions)Describe: N/A

C. Total dollar value of transaction: $_750,000 _

II. NAMES OF PARTIES TO THE TRANSACTION: Please identify all individualsand/or entities (other than TNC) that will be involved in this transaction. An "entity"includes a corporation, partnership, trust, estate, joint venture, unincorporatedaffiliation, or public board, commission, or not-for-profit organization.

)j ltlllydn~

__Diana Ryan~!Z<.t~

INDIVIDUALS ANSWER SECTIONS III AND V; ENTITIES ANSWER SECTIONS IVANDV.

III.QUESTIONS FOR EACH INDIVIDUAL IDENTIFIED IN SECTION II:

- 9 -

Are you: (please attach an explanation for any "Yes" answers) Yes No

A. a TNC employee (now or during the last 12 months) VB. a member ofTNC's Board of Directors (now or during the last 12 months) Jc. a TNC Chapter Trustee/Advisor (now or during the last 12 months)

V'

D. a Major Donor of TNC- A "major donor" is an individual or organization that has madea gift or pledge of US$500,OOO or more at anyone time or cumulatively within the last 5 /years in cash, appreciated securities or other assets, or in land, easement, or bargain-salevalue

E. an other insider of TNC- "Other insiders" of TNC include individuals such as formermembers of TNC's Board of Directors, former Chapter Trustees, members of TNCadvisory boards or committees, members of TNC' s President's Conservation Council,volunteers or former employees of TNC who, by virtue of their current involvement ortheir involvement within the past 12 months with TNC either have access to "insideinformation" that could place them within a conflict situation or could give theappearance of such persons having the ability to unduly influence TNC. Depending oncircumstances, an independent contractor, grantee, other outside party or their employeesmay be an "other insider" if that person or entity has access to "inside information.""Inside information" consists of any material information that is identified asconfidential and proprietary and pertains to the business and affairs of TNC, whether

Irelated to a specific transaction or to matters relating to TNC's interests, activities andpolicies.

F. to your knowledge, a close relative of any individual described in A-E, above- A "closerelative of an individual" includes (a) his or her spouse, in-Iaws(father, mother, brother,sister, son and daughter in-laws), natural or adopted children, parents and/or step-parents,grandchildren, grandparents, brothers and sisters; (b) any person who shares living

(quarters with the individual under circumstances that closely resemble a maritalrelationship; and (c) any person who is financially dependent upon the individual?

IV. QUESTIONS FOR EACH ENTITY IDENTIFIED IN SECTION II:

Please attach an explanation for any "Yes" answers: Yes No

A. Is the entity a TNC "major donor" or "other insider"? (as those terms are defined in III D& E, above.)

B. To your knowledge, does any current or former TNC employee, current or former TNCBoard member, curr~Qt or former (for these purposes, former means within the last 12months) Chapter Trustee/Advisor, "major donor", "other insider" of TNC, or any "closerelative" of any of the foregoing:1. Own directly or indirectly more than 5% of the equity or any voting

security in the entity?

2. Serve as a director, executive officer, executor, administrator, trustee,beneficiary, controlling partner, or otherwise serve in a fiduciary capacity orhold a substantial beneficial interest in the entity?

- 10 -

3. Have legal or de facto power to control the election of a majority of directors of theorganization or to control the management or policies of the entity?

v. QUESTION FOR EACH INDIVIDUAL AND/OR ENTITY IDENTIFIED INSECTION II:

Please attach an explanation for a "Yes" answer. Yes No

To your knowledge, do you, or does the entity, own or control a "related organization" that

is also a "major donor" or an "other insider" of TNC (as those terms are defined in III D

& E, above)? IFor purposes of this question, an organization is a "related organization" if any individual or

entity identified in Section II:

• Owns directly or indirectly more than 5% ofthe equity or any voting security in the organization, or

• Serves as an officer, director, or partner, or otherwise has the ability to control management and policies ofthe organization.

Signatures of all the individuals and/or signatures on behalf of all entities identified inSection II:

Name of individual

Name of individual

IEntity name:

~i~ned by:

Date

Date

lDate

~ 11 -

EXHIBITC

CERTIFICATION REGARDINGMATERIAL SUPPORT AND RESOURCES TO TERRORISTS

I, Donald Ryan and Diana Ryan, in connection with the proposed purchase by The Nature Conservancy ofcertain real property I own in Benzie County, Michigan pursuant to a Purchase Agreement dated , 2008 (the"Purchase Agreement"), hereby certify the following:

• I do not and will not engage in, advocate, commit, facilitate, or support any terrorist acts.

• I will take all reasonable steps to ensure that I do not and will not knowingly provide material supportor resources to any individual or entity that commits, attempts to commit, advocates, facilitates, orparticipates in terrorist acts, or has committed, attempted to commit, facilitated, or participated interrorist acts.

• Before providing any material support or resources to an individual or entity, I will consider allinformation about that individual or entity of which I am aware or that is available to the public.

• I will implement reasonable monitoring and oversight procedures to safeguard against assistance beingdiverted to support terrorist activity.

For purposes of this Certification:

1. "Material support and resources" means currency or monetary instruments or financial securities,financial services, lodging, training, expert advice or assistance, safehouses, false documentation oridentification, communications equipment, facilities, weapons, lethal substances, explosives,personnel, transportation, and other physical assets, except medicine or religious materials.

2. "Terrorist act" means:

(i) an act prohibited pursuant to one of the 12 United Nations Conventions and Protocols related toterrorism (see UN terrorism conventions Internet site:http://untreaty.un.orgfEnglishiTerrorism.asp; or

(ii) an act of premeditated, politically motivated violence perpetrated against noncombatant targets bysubnational groups or clandestine agents; or

(iii) any other act intended to cause death or serious bodily injury to a civilian, or to any other personnot taking an active part in hostilities in a situation of armed conflict, when the purpose of suchact, by its nature or context, is to intimidate a population, or to compel a government or aninternational organization to do or to abstain from doing any act.

3. "Entity" means a partnership, association, corporation, or other organization, group or subgroup.

In the event that any material misrepresentation in this Certification is discovered before closing, the Conservancymay elect to declare the Contract null and void and immediately terminate it. In the case of an intentional materialmisrepresentation, the Conservancy may, at its option, recover damages resulting from the termination. Notice oftermination shall be provided to me at the address set forth in the Purchase Agreement.

D,te, 1Jtq eli" og ~C2 ~~, (Seller' s signature)

Date:Print name: ];,)8JulJ iJpiP

lJl&(Seller's signature)

Print name: Diana Ryan

- 12 -

EXHIBITD

ESCROW AGREEMENT

This Escrow Agreement is entered into as of the date of the last signature herein among DianaRyan aka Diana H. Ryan ("Seller"), The Nature Conservancy, a non-profit corporation under thelaws of the District of Columbia ("Conservancy") and Lakeshore Title Company ("Escrow

-Agent").

RECITALS:

A. Seller and the Conservancy have entered into a purchase agreement dated 'jt.4 Y"\e t.f200~("Purchase Agreement") for sale by Seller to the Conservancy of two (2) parcels oflandconsisting of approximately 34.64 total acres, more or less, in Benzie County, Michigan, both ofsuch parcels being legally described in Exhibit A attached hereto and made a part hereof("Property").

B. Pursuant to the Purchase Agreement, the Conservancy is to pay earnest money of$l,OOO.OOinto an escrow account ("Escrow Fund").

C. Seller and the Conservancy wish for Escrow Agent to accept a deposit of the Escrow Fund,and Escrow Agent is willing to accept such deposit and act as escrow agent pursuant to thisagreement.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS: ~_~ .

1. The Conservancy shall deposit the Escrow Fund with Escrow Agent. --;l.J~ tOn,~~Q il\Ovt- V}ti ~r¥\

2. Escrow Agent shall immediately thereafter deposit the Escrow Fund in~~nterest-bearingaccount in a federally insured bank mutually acceptable to Seller and the Conservancy.

JI-:JI3. ~ll i~Brr ~ row F:md s?all be the so~l~_.....xclusive property of the cyJ.I..J~

ung.Uhe date of clOSI g as speCIfied 1 ervancy's taxpayer 0,., _ .fe.t--iClentification numb r is 5 - 52.) ~~~\t....l

4. Upon the closing of the Purchase Agreement, Seller and the Conservancy shall notify EscrowAgent in writing that the Escrow Fund, h 's . , mcq beapplied to the purchase price under the Purchase Agreement.'"&.,J!I ~JI

~~::t.J- fW S-uo.r5. If, according to its terms, the Purchase Agreement does not close, Seller and the Conservancyshall notify Escrow Agent in writing that the Purchase Agreement has been canceled and dire~/I.the Escrow Agent to pay the Escrow Fund,tegt{th~,either to the1.t-,.J~

Conservancy or to Seller, as appropriate under the terms of the Purchase Agreement. ~..2!.f&I'

'5e!(JZ.!

13

6. If the Conservancy defaults in performance of the Purchase Agreement through no fault ofSeller, Escrow Agent shall distribute the Escrow Fund as directed in writing by Seller and theConservancy in accordance with the terms of the Purchase Agreement.

7. The Conservancy may assign its interest in the Purchase Agreement and in this EscrowAgreement; provided, however, that Seller shall be given prior written notice of any suchassignment and any such assignment shall not relieve the Conservancy of any obligations underthe Purchase Agreement.

8. The sole duty of Escrow Agent shall be to hold the Escrow Fund and deliver payment of it asdirected herein. Escrow Agent shall not be required to take any action, legal or otherwise, toresolve any dispute between Seller and the Conservancy should they assert conflicting claims tofunds deposited with Escrow Agent.

9. This agreement shall be binding upon and inure to the benefit of the parties, their heirs,successors and assigns.

10. This agreement shall terminate when the Escrow Fund has been released as provided herein.

11. Any notice to be given to any of the parties to this agreement shall be addressed and mailed,postage paid, registered or certified, to the party at the respective addresses, as follows:

SELLER:

Diana Ryan703 St Lawrence Ave.Janesville, WI 53545

THE NATURE CONSERVANCY:

Gail Lewellan, Attorney1101 West River Parkway, Suite 200Minneapolis, MN 55415-1291

ESCROW AGENT:

Lakeshore Title Company269 N. Michigan Ave.P.O. Box 83Beulah, MI49617

with a copy to:Attorney Michael E. GrubbBrennan, Steil & Basting, S.C.One East Milwaukee StreetP.O. Box 1148Janesville, WI 53547

14

In witness whereof, the parties hereto have executed this agreement as of the day and yearfirst above written.

SELLER:

15

THE NATURE CONSERVANCY

ESCROW AGENT

Policy Number: 27306- 20068

OWNER'S POLICY OF TITLE INSURANCEIssued by

Fidelity National Title Insurance Company

Any notice of claim and any other notice or statement in writing required to be given to the Company under this Policymust be given to the Company at the address shown in Section 18 of the Conditions.

COVERED RISKS

SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED INSCHEDULE B, AND THE CONDITIONS, FIDELITY NATIONAL TITLE INSURANCE COMPANY, a California corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy,against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of:

1. Title being vested other than as stated in Schedule A.

2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against lossfrom

(a) A defect in the Title caused by

(i) forgery, fraud, undue influence, duress, incompetency, incapacity or impersonation;

(ii) failure of any person or Entity to have authorized a transfer or conveyance;

(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or deliv-ered;

(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;

(v) a document executed under a falsified, expired, or otherwise invalid power of attorney;

(vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those actsby electronic means authorized by law; or

(vii) a defective judicial or administrative proceeding.

(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, butunpaid. .

(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would bedisclosed by an accurate and complete land survey of the Land. The term "encroachlllent" includes encroach\l1ents ofexisting improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land.

3. Unmarketable Title.

4. No right of access to and from the Land.

5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating tobuilding and zoning) restricting, regulating, prohibiting, or relating to

(a) the occupancy, use, or enjoyment of the Land;

(b) the Character, dimensions, or location of any improvement erected on the Land;

(c) the subdivision ofland; or

(d) environmental protection

if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention toenforce, but only to the extent of the violation or enforcement referred to in that notice.

FORM 27306 ALTA Owner's Policy (6-17-06)

6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice ofthe enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the·enforcement referred to in that notice.

7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in thePublic Records.

8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value withoutKnowledge.

9. Title being vested other than as stated in Schedule A or being defective

(a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer ofall or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown inSchedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, stateinsolvency, or similar creditors' rights laws; or

(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer underfederal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in thePublic Records(i) to be timely, or(ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.

10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks I through 9 that has beencreated or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to therecording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by thisPolicy, but only to the extent provided in the Conditions.

IN WITNESS WHEREOF, FIDELITY NATIONAL TITLE INSURANCE COMPANY has caused this policy to be signed andsealed by it duly authorized officerS.

Fidelity National Title Insurance Company

By:

Al'TEST President

~C~~y

Countersigned: ~~~!¢:''J#~;;t;;~~_~,..e.::::::::~--

FORM 27-031-06 .. ALTA Owner's Policy (6-17-06)

ALTA OWNER'S POLICY

Fidelity National TitleINSURANCE COMPANY

SCHEDULE A

Name and address of Title Insurance Company:

Order No.: 25981

Property Address: Ryan Tract

Date of Policy: July 28, 2008 at l1:13am "

Amount ofInsurance: $750,000.00 \i

1. Name ofInsured:

Fidelity National Title Insurance CompanyAttn: Claims AdministrationP.O. Box 45023Jacksonville, FL 32232-5023

Policy No.: 27306-20068

The Nature Conservancy, a Non-Profit Corporation of District of Columbia -./

2. The estate or interest in the land which is covered by this policy is: FEE SIMPLE"

3. Title to the estate or interest in the land is vested in:

The Nature Conservancy, a Non-Profit Corporation of District of Columbia

4. The land referred to in this Policy, situated in the Township of Lake, County ofBenzie, State of Michigan, is described asfollows:

The North 1/3 of the South 3/8 of the North 5/8 of Government Lots 7 and 3 of Section 4, Town 26 North,Range 16 West, lying West of the right-of-way of" Old State Road" and West of the Plat of "Wakefield'sLake View Summer Resort, according to the recorded plat thereof, as recorded in Liber 1 of Plats, page 4."

AND

The South 2/3 of the South 3/8 of the North 5/8 of Government Lots 7 and 3 of Section 4, Town 26 North,Range 16 West, lying West of the right-of-way of "Old State Road" and West ofthe Plat of Wakefield's LakeView Summer Resort, according to the recorded plat thereof, as recorded in Liber 1 of Plats, page 4.

Schedule A - Page I of I ALTA OWNER'S POLICY (6/17/06)

ALTA OWNER'S POLICY

Fidelity National TitleINSURANCE COMPANY

SCHEDULEB

EXCEPTIONS FROM COVERAGEOrder No.: 25981 Policy No.: 27306-20068

This policy does not insure against loss or damage (and the Company will not pay costs, attorney's fees or expenses)which arise by reason of:

CD Rights of claims of parties in possession not shown of record.

2. Encroachments, overlaps, boundary line disputes, and any matters which would be disclosed by an accuratesurvey and inspection of the premises.

(3) Any lien or rights to a lien for services, labor or material heretofore or hereafter furnished, imposed by lawand not shown by the public records.

4. Easements, liens or encumbrances, or claims thereof, not shown by the public records.

5. Taxes or special assessments which are not shown as existing liens by the public records.

6. Rights of Dower, homestead or other marital rights of the spouse, if any, of the individual insured.

7. Existing water, mineral, oil and exploitation rights which are not ofrecord.

8. Restrictions or restrictive Covenants affecting the property described in Schedule A and not appearing inthe chain of title to the land.

9. Taxes for the year 2008 and subsequent years. Previous years taxes are paid.

10. Taxes and assessments which become due and payable after the Policy Date, including taxes or assessmentswhich may be added to the tax rolls or tax bill after the Policy Date as a result of the taxing authoritydisallowing or revising an allowance of a tax exempt status.

11. Therights of public, private person or any governmental unit in any part of subject property used, taken, ordeeded for street, road, highway or easements of any kind or nature, including but not limited to utilityeasements.

12. The land described herein shall not be deemed to include any house trailer, mobile home or mobile dwellingon the subject property.

13. Such rights and easements for navigation, commerce, fishery, hunting, recreation, and riparian rights ofothers which may exist over that portion lying beneath the waters of Lake Michigan.

14. Any adverse claim based on the assertion that some portion of said land created by artificial means or hasaccreted to such portion so created.

15. Rights of the United States, State of Michigan and the public for commerce, navigation, recreation andfishery in any portion of the land bordering on or comprising the bed of Lake Michigan.

16. The nature, extent or lack of riparian rights, or the riparian rights of riparian owners and the public in and tothe use of the waters of Lake Michigan.

17. Right, title and interest of the State of Michigan in the bed and waters of the Great Lakes, including landwhich was formerly the bed of the Great Lakes and was created by fill or artificial accretion.

Schedule B - Page 1 of 1 ALTA OWNER'S POLICY (6/17/06)

Fidelity National Financial Group of Companies' Privacy Statement

We recognize and respect the privacy expectations of today's consumers and the requirements of applicable federal and stateprivacy laws. We believe that making you aware ofhow we use your non-public personal information ("Personal Information"),and to whom it is disclosed, will form the basis for a relationship of trust between us and the public that we serve. This PrivacyStatement provides that explanation. We reserve the right to change this Privacy Statement from time to time consistent withapplicable privacy laws.

In the course of our business, we may collect Personal Information about your from the following sources:Information we receive from you, such as on applications or other forms.Information about your transactions we secure from our files, or from our affiliates or others.Information we receive from a consumer reporting agency.Information that we receive from others involved in your transaction, such as the real estate agent or lender.

Our Policies Regarding the Protection of the Confidentiality and Security of Your Personal Information

We maintain physical, electronic and procedural safeguards to protect your Personal Information from unauthorized access orintrusion. We limit access to the Personal Information only to those employees who need such access in connection withproviding products or services to you or for other legitimate business purposes.

Our Policies and Practices Regarding the Sharing of Your Personal Information

We may share your Personal Information with our affiliates, such as insurance companies, agents, and other real estate settlementservice providers. We also may disclose your Personal Information:

to agents, brokers or representatives to provide you with services you have requested;to third-party contractors or service providers who provide services or perform marketing or other functions on ourbehalf, andto others with whom we enter into joint marketing agreements for products or services that we believe you may find ofinterest.

In addition, we will disclose your Personal Information when you direct or give us permission, when we are required by law todo so, or when we suspect fraudulent or criminal activities. We also may disclose your Personal Information when otherwisepermitted by applicable privacy laws such as, for example, when disclosure is needed to enforce our rights arising out of anyagreement, transaction or relationship with you.

One of the important responsibilities of some of our affiliated companies is to record documents in the public domain. Suchdocumerits may contain your Personal Information.

Right to Access Your Personal Information and Ability To Correct Errors Or Request Changes Or Deletion

Certain states afford you the right to access your Personal Information and, under certain circumstances, to find out to whom yourPersonal Information has been disclosed. Also, certain states afford you the right to request correction, amendment or deletionof your Personal Information. We reserve the right, where permitted by law, to charge a reasonable fee to cover the costsincurred in responding to such requests.

All requests must be made in writing to the following address:

Privacy Compliance OfficerFidelity National Financial, Inc.

4050 Calle Real, Suite 220Santa Barbara, CA 93110

EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reasonof:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to(i) the occupancy, use, or enjoyment of the Land;(ii) the character, dimensions, or location of any improvement erected on the Land;(iii) the subdivision of land; or(iv) environmental protection;or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion I(a) does not modify or limit the coverage provided underCovered Risk 5.

(b) Any governmental police power. This Exclusion l(b) does not modify or limit the coverage provided under Covered Risk 6.2. Righ~s of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.3. Defects, liens, encumbrances, adverse claims, or other matters :

(a) created, suffered, assumed, or agreed to by the Insured Claimant;(b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company

by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;(c) resulting in no loss or damage to the Insured Claimant;(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in ScheduleA, is(a) a fraudulent conveyance or fraudulent transfer; or(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recordingof the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

CONDITIONS

1. DEFINITION OF TERMSThe following terms when used in this policy mean:(a) "Amount of Insurance": The amount stated in Schedule A, as may be in

creased or decreased by endorsement to this policy, increased by Section8(b), or decreased by Sections 10 and 11 of these Conditions.

(b) "Date of Policy": The date designated as "Date of Policy" in Schedule A.(c) "Entity": A corporation, partnership, trust, limited liability company, or

other similar legal entity.(d) "Insured": The Insured named in Schedule A.

(i) The term "Insured" also includes(A) successors to the Title of the Insured by operation of law as dis

tinguished from purchase, including heirs, devisees, survivors,personal representatives, or next of kin;

(B) successors to an Insured by dissolution, merger, consolidation,distribution, or reorganization;

(C) successors to an Insured by its conversion to another kind ofEntity;

(D) a grantee of an Insured under a deed delivered without paymentof actual valuable consideration conveying the Title(I) if the stock, shares, memberships, or other equity interests

of the grantee are wholly-owned by the named Insured,(2) if the grantee wholly owns the named Insured,(3) if the grantee is wholly-owned by an affiliated Entity of

the named Insured, provided the affiliated Entity and thenamed Insured are both wholly-owned by the same personor Entity, or

(4) if the grantee is a trustee or beneficiary of a trust createdby a written instrument established by the Insured namedin Schedule A for estate planning purposes.

(ii) With regard to (A), (B), (C), and (D) reserving, however, all rightsand defenses as to any successor that the Company would have hadagainst any predecessor Insured.

(e) "Insured Claimant": An Insured claiming loss or damage.(0 "Knowledge" or "Known": Actual knowledge, not constructive knowledge

or notice that may be imputed to an Insured by reason of the Public Recordsor any other records that impart constructive notice of matters affecting theTitle.

(g) "Land": The land described in Schedule A, and affixed improvements thatby law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right,title, interest, estate, or easement in abutting streets, roads, avenues, alleys,lanes, ways, or waterways, but this does not modify or limit the extent thata right of access to and from the Land is insured by this policy.

(h) "Mortgage": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law.

(i) "Public Records": Records established under state statutes at Date of Policyfor the purpose of imparting constructive notice of matters relating to realproperty to purchasers for value and without Knowledge. With respect to

Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States DistrictCourt for the district where the Land is located.

(j) "Title": The estate or interest described in Schedule A.(k) "Unmarketable Title": Title affected by an alleged or apparent matter that

would permit a prospective purchaser or lessee of the Title or lender on theTitle to be released from the obligation to purchase, lease, or lend if there isa contractual condition requiring the delivery of marketable title.

2. CONTINUATION OF INSURANCEThe coverage of this policy shall continue in force as of Date of Policy in favor of

an Insured, but only so long as the Insured retains an estate or interest in the Land, orholds an obligation secured by a purchase money Mortgage given by a purchaser fromthe Insured, or only so long as the Insured shall have liability by reason of warrantiesin any transfer or conveyance of the Title. This policy shall not continue in force infavor of any purchaser from the Insured of either (i) an estate or interest in the Land, or(ii) an obligation secured by a purchase money Mortgage given to the Insured.

3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANTThe Insured shall notify the Company promptly in writing (i) in case of any litigationas set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to anInsured hereunder of any claim of title or interest that is adverse to the Title, as insured,and that might cause loss or damage for which the Company may be liable by virtue ofthis policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If theCompany is prejudiced by the failure of the Insured Claimant to provide prompt notice,the Company's liability to the Insured Claimant under the policy shall be reduced tothe extent of the prejudice.

4. PROOF OF LOSSIn the event the Company is unable to determine the amount of loss or damage, theCompany may, at its option, require as a condition of payment that the Insured Claimantfurnish a signed proof of loss. The proof of loss must describe the defect, lien,encumbrance, or other matter insured against by this policy that constitutes the basis ofloss or damage and shall state, to the extent possible, the basis of calculating the amountof the loss or damage.

5. DEFENSE AND PROSECUTION OF ACTIONS(a) Upon written request by the Insured, and subject to the options contained in

Section 7 of these Conditions, the Company, at its own cost and withoutunreasonable delay, shall provide for the defense of an Insured in litigationin which any third party asserts a claim covered by this policy adverse tothe Insured. This obligation is limited to only those stated causes of actionalleging matters insured against by this policy. The Company shall have theright to select counsel of its choice (subject to the right of the Insured toobject for reasonable cause) to represent the Insured as to those stated causesof action. It shall not be liable for and will not pay the fees of any othercounsel. The Company will not pay any fees, costs, or expenses incurredby the Insured in the defense of those causes of action that allege matters

not insured against by this policy.(b) The Company shall have the right: in addition to the options contained in

Section 7 of these Conditions, at its own cost, to institute and prosecute anyaction or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduceloss or damage to the Insured. The Company may take any appropriateaction under the terms of this policy, whether or not it shall be liable to theInsured. The exercise of these rights shall not be an admission of liabilityor waiver of any provision of this policy. If the Company exercises itsrights under this subsection, it must do so diligently.

(c) Whenever the Company brings an action or asserts a defense as required orpermitted by this policy, the Company may pursue the litigation to a finaldeterinination by a court of competent jurisdiction, and it expressly reservesthe right, in its sole discretion, to appeal any adverse judgment or order.

6. DUTY OF INSURED CLAIMANT TO COOPERATE(a) In all cases where this policy permits or requires the Company to prosecute

or provide for the defense of any action or proceeding and any appeals, theInsured shall secure to the Company the right to so prosecute or providedefense in the action or proceeding, including the right to use, at its option,the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company allreasonable aid (i) in securing evidence, obtaining witnesses, prosecuting ordefending the action or proceeding, or effecting settlement, and (ii) in anyother lawful act that in the opinion of the Company may be necessary ordesirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shallterminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation.

(b) The Company may reasonably require the Insured Claimant to submit toexamination under oath by any authorized representative of the Companyand to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representativeof the Company, all records, in whatever medium maintained, includingbooks, ledgers, checks, memoranda, correspondence, reports, e-mails, disks,tapes, and videos whether bearing a date before or after Date of Policy, thatreasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant itspermission, in writing, for any authorized representative of the Company toexamine, inspect, and copy all of these records in the custody or control ofa third party that reasonably pertain to the loss or damage. All informationdesignated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in thereasonable judgment of the Company, it is necessary in the administrationof the claim. Failure of the Insured Claimant to submit for examinationunder oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as tothat claim.

7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATIONOF LIABILITY

In case of a claim under this policy, the Company shall have the following additional options:

(a) To Payor Tender Payment of the Amount of Insurance.To payor tender payment of the Amount of Insurance under this policytogether with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay.Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to makethe payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

(b) To Payor Otherwise Settle With Parties Other Than the Insured or With theInsured Claimant.(i) To payor otherwise settle with other parties for or in the name of an

Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expensesincurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated topay; or

(ii) To payor otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys'fees, and expenses incurred by the Insurer (:laimant that were autho-

rized by the Company up to the time of payment and that the Company is obligated to pay.

Upon the exercise by the Company of either of the options provided for insubsections (b)(i) or (ii), the Company's obligations to the Insured underthis policy for the claimed loss or damage, other than the payments requiredto be made, shall terminate, including any liability or obligation to defend,prosecute, or continue any litigation.

8. DETERMINATION AND EXTENT OF LIABILITYThis policy is a contract of indemnity against actual monetary loss or damage

sustained or incurred by the Insured Claimant who has suffered loss or damage byreason of matters insured against by this policy.

(a) The extent of liability of the Company for loss or damage under this policyshall not exceed the lesser of(i) the Amount of Insurance; or(ii) the difference between the value of the Title as insured and the value

of the Title subject to the risk insured against by this policy.(b) If the Company pursues its rights under Section 5 of these Conditions and is

unsuccessful in establishing the Title, as insured,(i) the Amount of Insurance shall be increased by 10%, and(ii) the Insured Claimant shall have the right to have the loss or damage

determined either as of the date the claim was made by the InsuredClaimant or as of the date it is settled and paid.

(c) In addition to the extent of liability under (a) and (b), the Company will alsopay those costs, attorneys' fees, and expenses incurred in accordance withSections 5 and 7 of these Conditions.

9. LIMITATION OF LIABILITY(a) If the Company establishes the Title, or removes the alleged defect, lien, or

encumbrance, or cures the lack of a right of access to or from the Land, orcures the claim of Unmarketable Title, all as insured, in a reasonably diligentmanner by any method, including litigation and the completion of anyappeals, it shall have fully performed its obligations with respect to thatmatter and shall not be liable for any loss or damage caused to the Insured.

(b) In the event of any litigation, including litigation by the Company or withthe Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured.

(c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit withoutthe prior written consent of the Company.

10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY

All payments under this policy, except payments made for costs, attorneys' fees,and expenses, shall reduce the Amount of Insurance by the amount of the payment.

11. LIABILITY NONCUMULATIVEThe Amount of Insurance shall be reduced by any amount the Company pays

under any policy insuring a Mortgage to which exception is taken in Schedule B or towhich the Insured has agreed, assumed, or taken subject, or which is executed by anInsured after Date of Policy and which is a charge or lien on the Title, and the amountso paid shall be deemed a payment to the Insured under this policy.

12. PAYMENT OF LOSSWhen liability and the extent of loss or damage have been definitely fixed in

accordance with these Conditions, the payment shall be made within 30 days.

13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT(a) Whenever the Company shall have settled and paid a claim under this policy,

it shall be subrogated and entitled to the rights of the Insured Claimant inthe Title and all other rights and remedies in respect to the claim that theInsured Claimant has against any person or property, to the extent of theamount of any loss, costs, attorneys' fees, and expenses paid by the Company.If requested by the Company, the Insured Claimant shall execute documentsto evidence the transfer to the Company of these rights and remedies. TheInsured Claimant shall permit the Company to sue, compromise, or settle inthe name of the Insured Claimant and to use the name ofthe Insured Claimantin any transaction or litigation involving these rights and remedies.If a payment on account of a claim does not fully cover the loss of theInsured Claimant, the Company shall defer the exercise of its right to recoveruntil after the Insured Claimant shall have recovered its loss.

(b) The Company's right of subrogation includes the rights of the Insured toindemnities, guaranties, other policies of insurance, or bonds,notwithstanding any terms or conditions contained in those instruments thataddress subrogation rights.

14. ARBITRATIONEither the Company or the Insured may demand that the claim or controversy

shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules oftheAmerican Land Title Association ("Rules"). Except as provided in the Rules, thereshall be no joinder or consolidation with claims or controversies of other persons.Arbitrable matters may include, but are not limited to, any controversy or claim betweenthe Company and the Insured arising out of or relating to this policy, any service inconnection with its issuance or the breach of a policy provision, or to any othercontroversy or claim arising out of the transaction giving rise to this policy. All arbitrablematters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at theoption of either the Company or the Insured. All arbitrable matters when the Amountof Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by boththe Company and the Insured. Arbitration pursuant to this policy and under the Rulesshall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s)may be entered in any court of competent jurisdiction.

15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT(a) This policy together with all endorsements, if any, attached to it by the

Company is the entire policy and contract between the Insured and theCompany. In interpreting any provision of this policy, this policy shall beconstrued as a whole.

(b) Any claim of loss or damage that arises out of the status of the Title or byany action asserting such claim shall be restricted to this policy.

(c) Any amendment of or endorsement to this policy must be in writing andauthenticated by an authorized person, or expressly incorporated by Schedule A of this policy.

(d) Each endorsement to this policy issued at any time is made a part of thispolicy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend theDate of Policy, or (iv) increase the Amount of Insurance.

16. SEVERABILITYIn the event any provision of this policy, in whole or in part, is held invalid or

unenforceable under applicable law, the policy shall be deemed not to include thatprovision or such part held to be invalid, but all other provisions shall remain in fullforce and effect.

17. CHOICE OF LAW; FORUM(a) Choice of Law: The Insured acknowledges the Company has underwritten

the risks covered by this policy and determined the premium charged thereforin reliance upon the law affecting interests in real property and applicableto the interpretation, rights, remedies, or enforcement of policies of titleinsurance of the jurisdiction where the Land is located.Therefore, the court or an arbitrator shall apply the law of the jurisdictionwhere the Land is located to determine the validity of claims against theTitle that are adverse to the Insured and to interpret and enforce the terms ofthis policy. In neither case shall the court or arbitrator apply its conflicts oflaw principles to determine the applicable law.

(b) Choice of Forum: Any litigation or other proceeding brought by the Insuredagainst the Company must be filed only in a state or federal court within theUnited States of America or its territories having appropriate jurisdiction.

18. NOTICES, WHERE SENTAny notice of claim and any other notice or statement in writing required to be

given to the Company under this policy must be given to the Company at

Fiqeljfy National Title CompanyNational Claims Administration:P.O. Box 45023Jacksonville, Florida 32232-5023

FIDELITYNATIONAL

TITLEINSURANCECOMPANY

Fidelity National Title Insurance CompanyP.O. Box 45023

Jacksonville, Florida 32232-5023

'"

A. Settlement Statement U.S. Department of Housingand Urban Development

"-'1rOMB Approval No. 2502-0265

(expires 11/30/2009)

B. Type of Loan

1.0 FHA 2.0 RHS 3.~Conv. unlns. 6. File Number 7. Loan Number 8. Mortgage Insurance Case Number

4.0 VA 5.0 Conv. Ins. 25981

C. Note: This form Is furnished to give you a statement of actual settlement costs. Amounts paid to, and by the settlement agent are shown. Itemsmarked "(p.o.c.)" were paid outside the closing; they are shown here for Information purposes and are not Included in the totals.

D. Name and Address of Borrower E. Name and Address of Seller F. Name and Address of LenderThe Nature Conservancy Diana Ryan1101 West RIver Parkway, Suite 200 703 St. Lawrence Ave.Minneapolis, MN 55415 Janesville, WI 53545

,

G. Property Location H. Settlement Agent

Ryan Tract LAKESHORE TITLE COMPANY

10-1 0-030-030-00 PJace of Settlement I. Settlement Date205 S. Benzie Blvd. 07/25/08BeUlah. MI 49617

J. SUMMARY OF BORROWER'S TRANSACTION: K. SUMMARY OF SELLER'S TRANSACTION:

100. GROSS AMOUNT DUE FROM BORROWER 400. GROSS AMOUNT DUE TO SELLER101. Contract saleS crlce 750000.00 401. Contract sales prlce 750,000.00

102. Personal proPerty 402. Personal'prooerty103. Settlement charges to borrower (line 1400) 9253.00 403.

104. 404.105. 405.

Adjustments for Items oald bv seller in advance AdjLJstments for items paid bv seller in advance106. City/town taxes to 406. City/town taxes to107. Countv taxes 07/25 to 12/31 , 2.925.78 4()7. County taxes 07/25 to 12/31 2,925.78

108. School taxes to 408. School taxes to109. 409. :

110. 410.111. 411.112. 412.

120. GROSS AMOUNT DUE FROM BORROWER 762178.78 420. GROSS AMOUNT DUE TO SELLER 752925.78200. AMOUNTS PAID BY OR IN BEHALF OF BORROWER 500. REDUCTIONS IN AMOUNT TO SELLER201. Deposit or earnest,money 501. Excess Deposit (see [nstructlons)

202. Principal amount of new Joan(s) 502. Set~lemer'lt charges to seller(line 1400) 6.722.72203, Existing loan(s) taken subject to 503. Existing loan(s) taken subject to

204. 504. Payoff 6ffirst mortgage loan

205. 505. Payoffof second mortgage loan,.

206: 506.207. 507.208. 508.209. 509.

Adjustments for Items unpaid by seller AdlustmE!nts for items l,Inpald by seller

210. C[tv/town taxes 01/01 to 07/25 1587.49, 510. City/town ,taxes 01/01 to 07125 587.49

211. County taxes to 511. County taxes to

212. School taxes to 512. School taxes to

213. 513.

214. 514.

215. 515.

216. 51E!.

217. 517.

218. 518.

219. 519.

220. TOTAL PAID BY / FOR BORROWER 587.49 520. TQTAL REDUCTION AMOUNT DUE SELLER 7310.21

300. CASH AT SETILEMENT FROM OR TO BORROWER 600. CAS~ AT SETTLEMeNt TO OR FROM SELLER

301. Gross amount due from borrower (line 120) 762,178.78 601. Gross' amount due ,to ,seUer (Une 420) 752.925.78

302. Less amounts paid by/for borrower (line 220) 587.49 602. Less reductioo amount due toseller (line 520) 7.310.21

303. CASH FROM BORROWER 761,591.29 603. CASH TO SELLER 745.615.57

form HUD-1 (3/86) ref Handbook 4305.2

beyers1

Stamp

ADDENDUM TO SETTLEMENT STATEMENT

Fu'E NUMBER: 25981DATE: July 15, 2008PURCHASER: The Nature ConservancySELLER: Diana RyanTAX PRORATION: See attached Proration Statement.

Taxes have beenprorated to the day ofclosingbased upon the cmrently available taxable valuation and millage rates as providedby the township. If the actual tax bill is different from the estimated bill, either party may request an appropriate adjustment from theother. Lakeshore Title will not re-prorate taxes after this date.

Ifthis transaction involves a property split, Lakeshore Title Company clUlll.ot guarantee that the township will approve the splitand issue separate tax bills for each parcel. Ifonlyone tax bill is issued, the parties agree to settle their respective tax liabilities betweenthemselves.

Sellers acknowledge responsibility for all delinquent taxes and purchasers acknowledge responsibility for all future taxes.

Sellers represent that all costs of construction, repair or improvement to the property have been paid for in full.

The purchasers certify that neither the employees nor agents of and!or Lakeshore Title Company, acting as escrow agent, havemade any guarantees or warranties to them concerning the condition of improvements to the property, including but not limited to thefollowing: water well, sewage disposal'systems, structural soundness, boundary lines and corners, mechanical systems, or appliances, ifany. Further, purchasers acknowledge that they have personally inspected the subjectproperty and are satisfied with its condition.

The parties acknowledge that 'they have received and reviewed a copy of Title Insurance Commitment No. 25981 issued byLakeshore Title Company.

The parties agree that all contingencies and provisions of the purchase agreement have been met to their satisfaction.

Possession shall be .as provided in the parties' purchase agreement.

It is recommended and suggested that both buyer and seller contact their attorney to review the closing documents for them.Lakeshore Title Company is acting as a Closing Agent only and not in an advisory, consulting, or negotiating capacity to either partyrelative to this transaction. .

The undersigned hereby acknowledge and consent to the deposit of the escrow money in a financial institution with whichLakeshore Title Company has other banking relationships; and further consent to the retention by Lakeshore Title Company ofany andall benefits Lakeshore Title Companymay receive from suchfinancial institutionbyreason oftheir maintenance ofsaid escrow accounts.

The individuals whose signatures appear below certify that they have read and understand the foregoing statements. The partiesagree with the figures shown on Pages One andTwo ofthe accompanying Settlement Statementand any additional clauses which appearon this Addendum and direct the escrow agent, Lakeshore Title Company, to disburse the funds according to thjs statement. The partiesalso agree that inthe event any error was made, either in the computationof the figures Or the preparationofdocuments, they will cooperatein making any payments or reimbursements or in executing any documents necessary to correct such an error.

~l.A\~~~)$tY\W\~~~-\! The Nature Conservancy U

., ]) ; cR V'\ l''\ e M 0- S +e f'S

Lakeshore Title Company

File Number: 25981

Diana Ryan

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File Number: 25981

SELLER(S):Diana Ryan

PURCHASER(5):The Nature Conservancy

LENDER:

PROPERTY:Ryan Tract,10-10-030-030-00

Settlement Date: 07/25/08

TAXES

Proration Date: 07/25/08

1. City Taxes2. Prorate Taxes3. Period [ M,Q,S,A]4. [ 1. 360 Day Year [2.365 Day Year5. Beginning Date [MM/DD]6. Are Taxes Paid [YIN]?

DAYS REMAINING 159/ DAYS ELAPSED 207PER DIEM: $2.8381

1. County taxes2. Prorate Taxes3. Period [M,Q,S,A]4. [ 1. 360 Day Year [2. 365 Day Year5. Beginning Date [MM/DD]6. Are Taxes Paid [YIN]?

DAYS REMAINING 160 I DAYS ELAPSED 206PER DIEM: $18.2861

1. School taxes2. Prorate Taxes3. Period [ M,Q,S,A]4. [ 1. 360 Day Year [2. 365 Day Year5. Beginning Date [MM/DO]6. Are Taxes Paid [YIN]?

DAYS REMAINING 0/ DAYS ELAPSED 0PER DIEM: $0

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Documents

FEDERAL FINANCIAL REPORT - Michigan … Reports/E...STATE OF MICHIGAN – E-19-HL Point Betsie Piping Plover HCP Land Acquisition – Performance Report and Land Summary Statement