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The parties further agree to work cooperatively to ensure the restrictions in the conservation easement do not significantly impact Koopmann's use of the Easement Property for continued cattle ranching operations. 2. Purchase Price of Easement Property. The full purchase price of the Easement Property is TEN THOUSAND FIVE HUNDRED DOLLARS ($10,500.00) per acre, for a total price of ONE MILLION ONE HUNDRED AND TWENTY-THREE THOUSAND FIVE HUNDRED DOLLARS ($1,123,500.00) for the conservation easement over approximately 107 acres, which amount shall be payable as provided in this Agreement if City elects to proceed with the golf course project. 3. City May Elect Whether or Not to Proceed. The parties acknowledge that the City's need to acquire the Easement Property is dependent upon the City's decision whether or not to proceed with the golf course project. (a) If the City elects not to proceed with the golf course project, in its sole and absolute discretion, at any time between the date of this Agreement and December 31, 2003, this Agreement shall terminate, without penalty to either party. (b) If the City elects to proceed with the golf course project, in its sole and absolute discretion, at any time between the date of this Agreement and December 31, 2003, the City shall give Koopmann written notice, signed by the City Manager, by mailing, FAXing, or delivering in person such written notice. After receiving notice by the City of election to proceed,.the parties shall cooperate to complete the transfer of a conservation easement over the Easement Property. 4. Transaction to be Closed Through Escrow. If the City elects to proceed with the golf course project and acquire the Easement Property, the transaction shall be consummated through the services of Chicago Title Company, 590 Ygnacio Valley Rd., Suite 300, Walnut Creek, CA 94596. Escrow fees shall be paid by City. Title. Koopmann shall convey to City, or a third party designated by City, a conservation easement to the Easement Property above described, subject only to exceptions agreeable to City. Title may be examined by City by any method selected. Evidence of good title conveyed for the conservation easement shall be by a standard form title insurance policy issued by Chicago Title. 6. Long=Term Grazing Lease. If City elects to proceed with the golf course project, and acquires title to the South End Conservation Area, as generally shown in the attached Exhibit "A", the parties will negotiate in good faith to enter into along-term, ten (10) year grazing lease for the South End Conservation Area. The terms of such lease shall include: (a) a variable lease rate based upon the fees charged by the City and County of San Francisco Public Utilities Commission watershed rates based on animal unit months; and (b) the restrictions and conditions set forth in the Grazing Management Plan for the South End Conservation Area approved by the CDFG and USFWS. If the parties are able to reach agreement on the terms, such long-term lease 2