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HomeMy WebLinkAboutC07-287 Grange River Parcel_Parcel A Basalt_Deed of Conservation EasementDEED OF CONSERVATION EASEMENT IN GROSS GRANGE RIVER PARCEL NOTICE: THIS PROPERTY HAS BEEN ACQUIRED IN PART WITH A GRANT ("GRANT") FROM THE STATE BOARD OF THE GREAT OUTDOORS COLORADO GRANTEES FUND ("BOARD"). THIS DEED OF CONSERVATION EASEMENT CONTAINS RESTRICTIONS ON THE USE AND DEVELOPMENT OF THE PROPERTY THAT ARE INTENDED TO PROTECT ITS OPEN SPACE AND OTHER CONSERVATION VALUES. THE BOARD HAS FOUND THAT THIS DEED OF CONSERVATION EASEMENT PROVIDES BENEFITS THAT ARE IN THE PUBLIC INTEREST. THIS DEED OF CONSERVATION EASEMENT ("Easement Deed") is granted this day of , 2007, by Grange Family Ranches, LLC ("Grantor"), to and for the benefit of Pitkin County, a body corporate and politic, and the Roaring Fork Conservancy, a Colorado nonprofit corporation, 200 Basalt Center Circle, Suite 120, Basalt, Colorado 81621, (the "Grantees")(collectively, the "Parties"). The following exhibits are attached hereto: Exhibit A Description of Property Exhibit B Map of Property (survey recorded at Pitkin County at Reception # 541725, Book 84 Page 90) Exhibit C Baseline Description Exhibit D Intergovernmental Agreement between Eagle County and Town of Basalt RECITALS WHEREAS, Grantor is the sole owner in fee simple of certain real property in Eagle County, State of Colorado, more particularly described in Exhibit A (the "Property"). The Property comprises approximately 13 acres of land; and WHEREAS, as part of a series of related conveyances, Grantor will convey a fee interest in the Property to Eagle County and the Town of Basalt, for valuable consideration, subject to the restrictions contained herein, and will restrict the balance of his adjacent lands by a separate conservation easement deed, and WHEREAS, Eagle County and the Town of Basalt have agreed that the Town will assume responsibilities for maintenance and general upkeep of the property as further set forth in the Intergovernmental Agreement attached hereto as Exhibit D, and WHEREAS, following the conveyance of the fee interest in the Property to Eagle County and the Town of Basalt, it is anticipated that the property will be open to public recreation subject to management requirements as needed to protect other conservation values, and Grange River Parcel Conservation Easement WHEREAS, following the conveyance of the fee interest in the Property to Eagle County and the Town of Basalt, these entities will succeed to the rights and obligations of the Grantor as set forth below, and WHEREAS, the Property possesses outstanding natural, scenic, open space, wildlife, and recreational values including unique high quality wetlands and riparian habitat (collectively, "Conservation Values") of importance to the Grantees, the people of Eagle County, and the people of the State of Colorado that are worthy of preservation; and WHEREAS the Property is important as riparian and aquatic habitat, and contains recreational resources important to anglers and boaters; and WHEREAS, the specific Conservation Values of the Property have been documented in an inventory of relevant features of the Property, ("Baseline Documentation Summary"), as it may be supplemented with reports, maps, photographs, and other documentation prepared at the time the easement herein was granted and that are on file with the Grantees, that the Parties agree accurately represents the Property at the time of this grant and that is intended to serve as an objective information baseline for monitoring compliance with the terms of this grant. The Baseline Documentation is not, however, intended to preclude the use of other evidence to establish the present condition of the Property if there is a controversy over its use; and WHEREAS, Grantor intends that the Conservation Values of the Property be preserved and maintained by the continuation of land use patterns, including, without limitation, those relating to wildlife habitat management and the future development of a nature trail along the Roaring Fork River, which the Grantees acknowledges and agrees do not significantly impair or interfere with those Conservation Values; and WHEREAS, Grantor intends, as owner of the Property, to convey to the Grantees the right to preserve and protect the Conservation Values of the Property in perpetuity; and WHEREAS, the Grantees agree by accepting this grant to honor the intentions of Grantor stated herein and to preserve and protect in perpetuity the Conservation Values of the Property for the benefit of this generation and the generations to come; and WHEREAS, the Grantees are each charitable organizations as described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code") and is a publicly - supported organization as described in Section 170(b)(1)(A) of the Code whose primary purpose is to preserve and protect the natural, scenic, unique high quality wetlands habitat and riparian habitat of the Roaring Fork Valley, including the area in which the Property is located, by assisting landowners who wish to protect their land in perpetuity, and are a "qualified organization" eligible to receive conservation easements within the meaning of Section 170(h)(3) of the Code; and WHEREAS, the Grantees are also a charitable organizations as required under C.R.S. § 38-30.5-101 et seq., which provides for conservation easements to maintain land in a natural, scenic or open condition, for wildlife habitat, or for agricultural and other uses or conditions consistent with the protection of open land in Colorado; and Grange River Parcel 2 Conservation Easement WHEREAS, the voters of the State of Colorado by adoption of Amendment 27 to the Constitution of the State of Colorado, the legislature of the State of Colorado by adoption of enabling legislation, and the Board of the Great Outdoors Colorado Grantees Fund (the "Board"), by adopting and administering competitive grants application and rigorous due diligence review processes, have established that it is the policy of the State of Colorado and its people to preserve, protect, enhance and manage the state's wildlife, park, river, trail and open space heritage, to protect critical wildlife habitats through the acquisition of lands, leases or easements, and to acquire and manage unique open space and natural areas of statewide significance; NOW, THEREFORE, in consideration of the matters above, the mutual covenants, terms, conditions and restrictions contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Grant. Grantor hereby voluntarily and irrevocably grants and conveys to the Grantees a perpetual Conservation Easement in Gross (the "Easement"), pursuant to C.R.S. §38- 30.5-101 et seq., consisting of the rights and restrictions enumerated herein, over and across the Property described in Exhibit A attached hereto, to have and to hold said Easement unto the Grantees and their successors and assigns forever. The Easement shall constitute a binding servitude upon the Property and shall be subject to prior reservations, easements, encumbrances and exceptions of record, except as otherwise set forth herein. 2. Purposes. The purpose of this Easement is to preserve and protect the Conservation Values of the Property in perpetuity. This purpose is in accordance with §170(h) of the Internal Revenue Code as amended, and the Treasury Regulations adopted pursuant thereto. To achieve this Purpose, Grantor intends to convey this Deed of Conservation Easement to the Grantees to ensure that the Conservation Values of the Property will be preserved and protected forever. Subject to the purpose of this Easement, Grantor and the Grantees intend to permit only uses of the Property that do not substantially diminish or impair the Property's Conservation Values and to prevent any use of the Property that will substantially impair or interfere with protecting the Property's Conservation Values. It is the intent of the Grantor to preserve the Property in its natural, scenic, and open space condition to preserve the open space character, wildlife habitat, and scenic qualities of the Property. Notwithstanding the foregoing, nothing in this Easement is intended to compel a specific use of the Property, such as agriculture, other than the preservation and protection of the Property's Conservation Values. 3. Baseline Documentation. The parties acknowledge that a written report, dated July 25, 2007 has been prepared, reviewed, and approved by both parties (the "Baseline Documentation Report"). A summary of the Baseline Documentation is attached hereto, as Exhibit C. A copy of the Baseline Documentation Report will be on file with both parties and by this reference made a part hereof. The parties acknowledge that the Baseline Documentation Report is intended to establish the condition of the Property subject to the Easement as of the date written above. The parties further agree that, in the event a controversy arises with respect to the condition of the Property as of the conveyance date of the Easement, or compliance with or violation of any term or provision of this Easement, the parties may use the Baseline Documentation Report and any other relevant or material documents, surveys, reports, and other information to assist in resolving a controversy. Grange River Parcel 3 Conservation Easement The Parties further agree that, in the event a controversy arises with respect to the condition of the Property as of the conveyance date of the Easement, or compliance with or violation of any term or provision of this Easement, the Parties may use the Baseline Documentation Report and any other relevant or material documents, surveys, reports, and other information to assist in resolving a controversy. 4. Rights of Grantees. To accomplish the purposes of this Easement, Grantor conveys the following rights to the Grantees: 4.1 The right to preserve and protect the Conservation Values of the Property in perpetuity; and 4.2 The right to enter upon the Property at reasonable times, to inspect the Property thoroughly, to monitor Grantor's compliance with and otherwise enforce the terms of this Easement Deed; provided that such entry shall be upon seventy-two hour prior notice to Grantor, and except that no such notice shall be required in the event the Grantees reasonably believes that immediate entry upon the Property is essential to prevent or mitigate a violation of this Easement Deed. The Grantees shall not unreasonably interfere with Grantor's use and quiet enjoyment of the Property; and 4.3 The right to prevent any activity on or use of the Property that is inconsistent with the purposes of this Easement, or that may have an adverse impact on the Conservation Values of the Property, and to require the restoration of such areas or features of the Property that are damaged by any inconsistent activity or use; and 4.4 Any other rights that the Parties may approve consistent with the purposes of this Easement and the Conservation Values, such as habitat enhancement projects, recreational enhancements such as recreational in -channel diversions, boat ramps, fishing trails, or scientific studies. 5. Prohibited Uses. Any activity on or use of the Property inconsistent with the purposes of this Easement is prohibited. Without limiting the generality of the foregoing, the following activities and uses are expressly prohibited: 5.1 The change, disturbance, alteration, or impairment of the relatively natural habitat for plants, wildlife, or similar ecosystems within and upon the Property, except as provided herein; 5.2 The construction, placement, reconstruction of any buildings, structures, mobile homes, or billboards, except as expressly provided herein; 5.3 The conveyance of easements, rights -of -ways, the paving or grading of roadways or the construction of any roadways without the prior written consent of the Grantees and the Board, which consent shall be in the Grantees' and the Board's sole discretion. 5.4 The removal, destruction, or cutting of native vegetation, except as necessary for fire or disease prevention; Grange River Parcel 4 Conservation Easement 5.5 The introduction of non-native plant or animal species; 5.6 The grazing of livestock except as part of a noxious weed control effort. 5.7 The use of pesticides or herbicides other than for the control of noxious weeds and/or pests in a manner consistent with sound environmental conservation practices; 5.8 The exploration, mining, or extraction of minerals, oil, gas, or other hydrocarbons, soils, sands, gravel, rock, or other materials on or below the surface of the Property. Grantor, its heirs, successors, transferees or assigns shall not transfer, lease or otherwise separate the soil, sand, gravel, rock, oil, natural gas, fuel or any other mineral substance from the Property; 5.9 The division, subdivision, or de facto subdivision of the Property; 5.10 The use of any motorized vehicles, with the exception of the use of motorized vehicles incidental and necessary to the use of the Property for land management activities; 5.11 The establishment or maintenance of any commercial feed lot, which shall be defined for purposes of this Easement Deed as a permanently constructed, confined area or facility within which the land is not grazed or cropped annually, for purposes of engaging in the business of the reception and extended feeding and finishing of large numbers of livestock for hire; 5.12 The accumulation, dumping or other disposal of trash, ashes, garbage, or other offensive or unsightly refuse on the Property; 5.13 The degradation, pollution, or drainage of any surface or sub -surface water; 5.14 Any use that would increase, or substantially add to the risk of soil erosion; 5.15 Any change in the topography of the Property through the placement therein of soil, land fill, dredging spoils, or other material, except as incidental and necessary to the activities permitted herein; 5.16 The erection, construction, installation, relocation or use of a communication facility, a telecommunication facility, a network element or any other telecommunication facilities, equipment or material that may be used for telecommunications or to provide such services; except such facilities existing as of the date of this Easement, or personal or low -impact telecommunications services that do not substantially diminish or impair the Conservation Values; 5.17 Utility lines or substations; 5.18 External Lighting. 5.19 Industrial uses are prohibited on the Property. Grange River Parcel 5 Conservation Easement 5.20 Commercial signs, billboards, awnings, or advertisements shall not be displayed or placed on the Property. No signs shall significantly diminish or impair the Conservation Values of the Property. 6. Consistent Uses of the Property. The following uses and practices are consistent with this Easement Deed. Certain of these consistent uses and practices are identified as being subject to specified conditions, to the notice provision as described in Paragraph 10, and/or to the requirement of and procedures for prior approval by the Grantees as described in Paragraph 11: like. 6.1 Passive recreational uses including fishing, swimming, boating, hiking, and the 6.2 The construction of recreational in -channel diversions to enhance whitewater features for recreational boating. 6.3 A trail along the southern edge of the Property and such other trails or paths as may be needed to provide recreational access to the Roaring Fork River. 6.4 Land Management activities that further the preservation and/or restoration of the natural condition of the property. 6.5 Research and educational uses that focus on the natural characteristics or wildlife found on the property. 6.6 Eagle or Pitkin County may erect one or more signs visible from the nearest public roadway, or from an alternative location approved by a majority of the Grantees and the Grantor, identifying the Board's grant and investment in this Property to the public. 6.7 Commercial uses that are conducted in a manner that is consistent with § 170(h) of the United States Internal Revenue Code and the Treasury Regulations adopted pursuant thereto, are consistent with the purposes of the Easement, and do not substantially diminish or impair the Property's Conservation Values. 6.8 Trees may be cut to control insects and disease, to control invasive non-native species, and to prevent personal injury and property damage. 6.9 Fences for purposes of reasonable and customary management of wildlife, or for separation of trails from adjacent agricultural activities, provided said fencing does not unduly restrict or exclude wildlife use of the Property. 7. Reserved Rights. Grantor reserves to itself and to its personal representatives, heirs, successors, and assigns, all rights accruing from their ownership of the Property, including the right to engage in all uses of the Property that are consistent with the purposes of this Easement Deed and that do not have an adverse impact on the Conservation Values. Grantor shall notify the Grantees in writing, as described in Paragraph 11, before exercising reserved rights that might have an adverse impact on the Conservation Values. Grange River Parcel 6 Conservation Easement 7.1. Grantor shall retain and reserve the right to use water rights sufficient to maintain and improve the Conservation Values of the Property, and shall not transfer, encumber, lease, sell or otherwise separate water rights necessary and sufficient to maintain and improve the Conservation Values of the Property from title to the Property itself. 8. Land Management Plan. To facilitate periodic communication between Grantor and the Grantees about management issues that may impact the Property's Conservation Values, the Property shall be operated and managed in accordance with a land management plan prepared jointly by the Grantor and Grantees, which plan shall be initially agreed upon within one year of the date of this Easement and shall be updated at least every five years. 9. Representations and Warranties. Grantor (only and not his assigns or successors in interest) represents and warrants that, after reasonable investigation and to the best of its knowledge: 9.1 No substance defined, listed, or otherwise classified pursuant to any federal, state, or local law, regulation, or requirement as hazardous, toxic, polluting, or otherwise contaminating to the air, water, or soil, or in any way harmful or threatening to human health or the environment exists or has been released, generated, treated, stored, used, disposed of, deposited, abandoned, or transported in, on, from, or across the Property; 9.2 There are not now any underground storage tanks located on the Property, whether presently in service or closed, abandoned, or decommissioned, and no underground storage tanks have been removed from the Property in a manner not in compliance with applicable federal, state, and local laws, regulations, and requirements; 9.3 There is no pending litigation in any way affecting, involving, or relating to the Property. 9.4 No civil or criminal proceedings or investigations have been instigated at any time or are now pending, and no notices, claims, demands, or orders have been received, arising out of any violation or alleged violation of, or failure to comply with, any federal, state, or local law, regulation, or requirement applicable to the Property or its use, nor do there exist any facts or circumstances that Grantor might reasonably expect to form the basis for any such proceedings, investigations, notices, claims, demands, or orders; and 9.5 Grantor (only and not his successor or assigns) warrants that Grantor has good and sufficient title to the Property, that Grantor has good right, full power and lawful authority to grant and convey this Easement, and hereby promises to defend the same against all claims from persons claiming by, through, or under Grantor. Grantor further warrants that there are no mortgages or liens on the Property. 10. Notice of Intention to Undertake Certain Permitted Actions. The purpose of requiring Grantor to notify the Grantees before undertaking certain permitted activities is to afford the Grantees an opportunity to ensure that the activities in question are designed and carried out in a manner consistent with the purposes of this Easement Deed. Whenever notice is required, Grantor shall notify the Grantees in writing not less than 60 days prior to the date Grange River Parcel 7 Conservation Easement Grantor intends to undertake the activity in question, unless a different time period for the giving of notice is provided as to the activity in question. The notice shall describe the nature,.scope, design, location, timetable, and any other material aspect of the proposed activity in sufficient detail to permit the Grantees to make an informed judgment as to its consistency with the purposes of this Easement and the Conservation Values. 11. The Grantees' Approval. Whenever this Easement Deed requires that Grantor obtain the Grantees' approval of any activity on or use of the Property, such approval shall not be unreasonably withheld or delayed. Where the Grantees' approval is required, the Grantees shall grant or withhold their approval in writing within 30 days of receipt of Grantor's written request therefor. The Grantees' approval may be withheld if the Grantees determine that the action as proposed would be inconsistent with the Conservation Values or the purposes or terms of this Easement Deed; the reason(s) for such a determination shall be set forth with specificity by the Grantees in a written notice to Grantor. Where a modification of the proposed use or activity by Grantor would render the same consistent with the purposes of this Easement Deed and the Conservation Values, the Grantees shall specify, in such written notice to Grantor, such required modifications. If the Grantor disagrees with the Grantee's decision, the parties shall attempt to resolve the dispute in mediation, pursuant to Subparagraph 13.1 below. 12. Grantees' Remedies: Enforcement. The Grantees shall have the right to prevent and correct or require correction of violations of the terms and purposes of this Easement Deed. The Grantees may enter the Property for the purpose of inspecting for violations in accordance with Subparagraph 4.2 above. If the Grantees finds what it believes is a violation, or a threat of a violation, the Grantees shall notify Grantor and the Board in writing of the nature of the alleged violation. Upon receipt of this written notice, Grantor shall either: (1) restore the Property as best possible to its condition prior to the violation in accordance with a plan approved by the Grantees; or (2) provide a written explanation to Grantees of the reason why the alleged violation should be permitted. If the Grantees are not satisfied with Grantor's written explanation, all Parties agree to meet as soon as possible to resolve this difference. If a resolution of this difference cannot be achieved at the meeting, all Parties agree to meet with a mutually acceptable mediator to attempt to resolve the dispute pursuant to Subparagraph 13.1 below. Should mediation fail to resolve the dispute within sixty (60) days of Grantees written notice to Grantor of the alleged violation, or by such other date as the Parties may mutually agree, the Parties may take appropriate legal action pursuant to the Paragraphs below, including seeking injunctive relief by ex parte means if necessary, to stop an alleged violation. The exclusive venue for any such suit is in the County in which the Property is located. The failure of Grantees to discover a violation or to take action shall not waive any of the Grantees' rights, claims or interests in pursuing any such action at a later date. Nothing in this conservation easement serves to waive any immunity at law, including immunity granted under the Colorado Governmental Immunities Act, Section 24-10-101 et seq., C.R.S., or any other rights, protections, immunities, defenses or limitations on liability provided by law, and subject to any applicable provisions of the Colorado Constitution and applicable laws. 13.1 Mediation. If a dispute arises between the Parties concerning the consistency of any proposed use or activity with the purpose of this Easement Deed, and Grantor agrees not to proceed with the use or activity pending resolution of the dispute, either party may refer the Grange River Parcel 8 Conservation Easement dispute to mediation by request made in writing upon the other. Within ten (10) days of the receipt of such request, the Parties shall select a single trained and impartial mediator with experience in Conservation Easement Deeds and other land preservation tools. If the Parties are unable to agree on the selection of a single mediator, then the Parties shall each select a trained and impartial mediator with experience in Conservation Easement Deeds and other land preservation tools, and those two mediators shall select a similarly skilled mediator who shall alone mediate the dispute. Mediation shall then proceed in accordance with the following guidelines: A. Purpose. The purpose of the mediation is to: (1) promote discussion between the Parties; (2) assist the Parties to develop and exchange pertinent information concerning the issues in dispute; and (3) assist the Parties to develop proposals that will enable them to arrive at a mutually acceptable resolution of the controversy. The mediation is not intended to result in any express or de facto modification or amendment of the terms, conditions, or restrictions of this Easement Deed. B. Participation. The mediator may meet with the Parties and their counsel jointly or ex parte. The Parties agree that they will participate in the mediation process in good faith and expeditiously, attending all sessions scheduled by the mediator, except in cases when the Grantees believes that Conservation Values are continuing to be harmed during the mediation process in which case the Grantees can suspend its involvement in the mediation to remedy this threat of ongoing violation. Representatives of the Parties with settlement authority will attend mediation sessions as required by the mediator. C. Confidentiality. All information presented to the mediator shall be deemed confidential and shall be disclosed by the mediator only with the consent of the Parties or their respective counsel. The mediator shall not be subject to subpoena by any party in any subsequent litigation. No statements made or documents prepared for mediation sessions shall be disclosed in any subsequent proceedings or construed as an admission of a party. D. Time Period. Neither party shall be obligated to continue the mediation process beyond a period of sixty (60) days from the date of receipt of the initial request or if the mediator concludes that there is no reasonable likelihood that continuing mediation will result in a mutually agreeable resolution of the dispute. The Parties shall each bear 50% of the mediator's fees. 13.2 Injunctive Relief. The Grantees may bring an action at law or in equity, ex parte as necessary, in a court of competent jurisdiction, to enforce the terms of this Easement Deed and to enjoin by temporary or permanent injunction a violation, including to require, or cause the restoration of the Property to the condition that existed prior to the violation. The exclusive venue for such an action is the county in which the Property is located. Grange River Parcel 9 Conservation Easement 13.3 Damages. The Grantees shall be entitled to recover damages for violation of the terms of this Easement Deed or injury to the Conservation Values, including, without limitation, damages for the loss of scenic, aesthetic, or environmental values. The Grantees shall apply any damages recovered to the cost of undertaking any restorative, remediative, corrective action on the Property. Nothing in this conservation easement serves to waive any immunity at law, including immunity granted under the Colorado Governmental Immunities Act, Section 24-10- 101 et seq., C.R.S., or any other rights, protections, immunities, defenses or limitations on liability provided by law, and subject to any applicable provisions of the Colorado Constitution and applicable laws. 13.4 Emergency Enforcement. If the Grantees reasonably believe an ongoing or threatened imminent activity violates the Easement Deed, the Grantees may, in their sole discretion, take immediate legal action as set forth in this Paragraph without prior notice to Grantor, without waiting for the period provided for cure to expire, and without waiting for the 60 day mediation period to expire. The exclusive venue for any such suit is in the County in which the Property is located. 13.5 Scope of Relief. The Grantees' rights under this Paragraph apply equally in the event of either actual or threatened violations of the terms of this Easement Deed. Grantor agrees that the Grantees' remedies at law for any violation of the terms of this Easement Deed are inadequate and that the Grantees shall be entitled to the injunctive relief described in Subparagraph 13.2, both prohibitive and mandatory, in addition to such other relief to which the Grantees may be entitled, including specific performance of the terms of this Easement Deed, without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies. The Grantees' remedies described in this Paragraph shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity. Nothing in this conservation easement serves to waive any immunity at law, including immunity granted under the Colorado Governmental Immunities Act. Section 24-10-101 et seq., C.R.S., or any other rights, protections, immunities, defenses or limitations on liability provided by law, and subject to any applicable provisions of the Colorado Constitution and applicable laws. 13.6 Costs of Enforcement. All parties shall bear their own costs and attorneys' fees in any enforcement action. 13.7 The Grantees' Discretion. Enforcement of the terms of this Easement Deed shall be at the sole discretion of the Grantees, and any forbearance by the Grantees to exercise their rights under this Easement Deed in the event of any breach of any term of this Easement Deed by Grantor shall not be deemed or construed to be a waiver by the Grantees of such term or any subsequent breach of the same or any other term of this Easement Deed or of any of the Grantees' rights under this Easement Deed. No delay or omission by the Grantees in the exercise of any right or remedy upon any breach by Grantor shall impair such right or remedy or be construed as a waiver. 13.8 Waiver of Certain Defenses. No action shall be commenced or maintained to enforce the terms of any building restriction described in this Easement Deed, or to compel the removal of any building or improvement, unless said action is commenced within four (4) years Grange River Parcel 10 Conservation Easement from the date of the violation for which the action is sought to be brought or maintained. To the extent that any defense available to Grantor pursuant to C.R.S. §38-41-119 is inconsistent with the foregoing, Grantor waives that defense. 13.9 Acts Beyond Grantor's Control. Nothing contained in this Easement Deed shall be construed to entitle the Grantees to bring any action against Grantor for any injury to or change in the Property resulting from causes beyond Grantor's control including, without limitation, fire, flood, storm, and earth movement, or from any prudent action taken by Grantor under emergency conditions to prevent, abate, or mitigate significant injury to the Property resulting from such causes. Grantor is not responsible for acts of third parties that Grantor could not reasonably have anticipated or prevented and who are out of Grantor's control. 14. Costs, Liabilities, Taxes and Environmental Compliance. 14.1 Hold Harmless. The Grantor agrees to use its best faith efforts to hold the Grantees harmless from liability arising from or in any way connected with: (1) injury to or the death of any person, or physical damage to any property, resulting from any act, omission, condition, or other matter related to or occurring on or about the Property, regardless of cause, unless due solely or in part to the negligence of the Grantees or any of its agents; (2) the presence or release of hazardous or toxic substances on, under or about the Property, unless due solely or in part to the negligence of the Grantees or any of its agents, subject to the current constraints or limitations of Colo. Const. Art. XI, Section 1, as amended from time to time, which constraints or limitations the County believes currently prohibit it from adopting a strict obligation to hold harmless the Grantees. Nothing contained herein waives or is intended to waive any protections that may be applicable to the Grantor under the Governmental Immunity Act, Section 24-10-101 et seq., C.R.S., or any other rights, protections, immunities, defenses or limitations on liability provided by law, and subject to any applicable provisions of the Colorado Constitution and applicable laws. Without limiting the foregoing, nothing in this Deed shall be construed as giving rise to any right or ability in the Grantees or the Board, nor shall the Grantees or the Board have any right or ability, to exercise physical or managerial control over the day-to-day operations of the Property, or otherwise to become an operator with respect to the Property within the meaning of The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended. 14.2 Costs, Legal Requirements and Liabilities. Although it is contemplated at the time of the conveyance of this Easement that Eagle County and the Town of Basalt will be conveyed a Grantor's remainder interest in the Property and will thereby succeed to the role of the "Grantor", Eagle County and the Town of Basalt have furthermore agreed, pursuant to the Intergovernmental Agreement attached hereto as Exhibit D, that subsequent to transfer the Town of Basalt only (and not Eagle County) will retains all responsibilities and shall bear all costs and liabilities of any kind related to the ownership, operation, upkeep, and maintenance of the Property, including weed control and eradication and the maintenance of adequate liability insurance coverage, which names the Grantees as an additional insured. Grantor, and subsequently the Town of Basalt only, remains solely responsible for obtaining any applicable governmental permits and approvals for any construction or other activity or use permitted by Grange River Parcel 1 1 Conservation Easement this Easement, and all such construction or other activity or use shall be undertaken in accordance with all applicable federal, state, and local laws, regulations and requirements. Grantor, and subsequently the Town of Basalt only, shall keep the Property free of any liens arising out of any work performed for, materials furnished to, or obligations incurred by Grantor. 14.3 Taxes. Grantor shall pay before delinquency all taxes, assessments, fees, and charges of whatever description levied on or assessed against the Property by competent authority (collectively "Taxes"), including any Taxes imposed upon, or incurred as a result of, this Easement, and shall furnish the Grantees with satisfactory evidence of payment upon request. The Grantees is authorized, but in no event obligated, to make or advance any payment of Taxes, upon ten (10) days prior written notice to Grantor, in accordance with any bill, statement, or estimate procured from the appropriate authority, without inquiry into the validity of the Taxes or the accuracy of the bill, statement, or estimate, and the obligation created by such payment shall bear interest until paid by Grantor to the Grantees at the lesser of fifteen percent (15%) per annum, or the maximum rate allowed by law. 14.4 Remediation. If, at any time, there occurs, or has occurred, a release in, on, or about the Property of any substance now or hereafter defined, listed, or otherwise classified pursuant to any federal, state, or local law, regulation, or requirement as hazardous, toxic, polluting, or otherwise contaminating to the air, water, or soil, or in any way harmful or threatening to human health or the environment, Grantor agrees to take all steps necessary to assure its containment and remediation, including any cleanup that may be required, unless the release was caused by the Grantees, in which case the Grantees shall be responsible therefor. 14.5 Control. Nothing in this Grant shall be construed as giving rise, in the absence of a judicial decree, to any right or ability in the Grantees or the Board to exercise physical or managerial control over the day-to-day operations of the Property, or any of Grantor's activities on the Property, or otherwise to become an operator with respect to the Property within the meaning of The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended ("CERCLA"), and any Colorado state law counterpart. 15. Real Property Interest. This Easement constitutes a real property interest immediately vested in the Grantees. The parties stipulate that this Easement has a fair market value equal to fifty percent (50%) of the full fair market value of the Property, as unencumbered by the Easement, on the date this Easement is first recorded. The values at the time of this Easement shall be those values used to calculate the deduction for federal income tax purposes allowable by reason of this Grant, pursuant to Section 170(h) of the Internal Revenue Code of 1986, as amended, whether or not Grantor claims any deduction for federal income tax purposes. For the purposes of this Easement, the ratio of the value of the Easement to the value of the Property as unencumbered by the Easement shall remain constant. 16. Extinguishment and Condemnation. 16.1 Extinguishment. In granting this Easement, Grantor has considered the possibility that uses prohibited by the terms of this Easement Deed may become more economically valuable than permitted uses and that neighboring properties may be used entirely for such prohibited uses in the future. It is the intent of the Grantor and the Grantees that any such Grange River Parcel 12 Conservation Easement changes shall not be deemed circumstances justifying the termination or extinguishment of this Easement Deed. In addition, the inability of Grantor, or the Grantor's heirs, successors or assigns, to conduct or implement any or all of the uses permitted under this Easement Deed, or the unprofitability of doing so, shall not impair the validity of this Easement Deed or be considered grounds for its termination or extinguishment. If circumstances arise in the future that render the purposes of this Easement Deed impossible to accomplish, this Easement Deed can only be terminated or extinguished, whether in whole or in part, by judicial proceedings in a court of competent jurisdiction. The exclusive venue for such a dispute is the county in which the Property is located. Each party shall promptly notify the other and the Board in writing when it first learns of such circumstances. The amount of the proceeds to which the Grantees and the Board shall be entitled, after the satisfaction of prior claims, from any sale, exchange, or involuntary conversion of all or any portion of the Property subsequent to such termination or extinguishment, shall be determined, unless otherwise provided by Colorado law at the time, in accordance with Paragraph 15 above, and this Paragraph 16. The Grantees shall use all such proceeds in a manner consistent with the conservation purposes of this Easement Deed. 16.2 Condemnation. If all or any part of the Property is taken by exercise of the power of eminent domain or acquired by purchase in lieu of condemnation, whether by public, corporate, or other authority, so as to terminate this Easement, in whole or in part, Grantor and the Grantees shall promptly notify the Board in writing of such circumstances and shall act jointly to recover the full value of the interests in the Property subject to the taking or in -lieu purchase and all direct or incidental damages resulting therefrom. All expenses reasonably incurred by Grantor and the Grantees in connection with the taking or in -lieu purchase shall be paid out of the amount recovered. The Grantees shall be entitled to compensation in accordance with applicable law, from any sale, exchange, condemnation, or other involuntary or voluntary conversion of all or any portion of the Property subsequent to such taking or in -lieu purchase resulting in termination or extinguishment. The Grantees' compensation shall be an amount equal to the Easement value percentage listed in Paragraph 15 above, multiplied by the amount of the full proceeds from any sale, exchange, condemnation, or other involuntary or voluntary conversion of all or a portion of the Property. The Board shall be entitled to 14% of the Grantees' compensation. The Grantees shall promptly remit the Board's share of these proceeds to the Board. The Grantees shall use its proceeds in a manner consistent with the conservation purposes of this Easement. 16.3 Application of Proceeds. The Grantees shall use any proceeds received under the circumstances described in this Paragraph in a manner consistent with its conservation purposes, which are exemplified by this grant. 17. 'Assignment. This Easement is transferable, but the Grantees may assign its rights and obligations under this Easement only to an organization that (a) is a qualified organization at the time of transfer under Section 170(h) of the Internal Revenue Code of 1986, as amended (or any successor provision then applicable), and the applicable regulations promulgated thereunder, (b) is authorized to acquire and hold conservation easements under Colorado law, (c) agrees to assume the responsibility imposed on the Grantees by this Easement, and (d) is approved in writing as a transferee by the Board and the Grantor in their sole discretion. The Grantees shall Grange River Parcel 13 Conservation Easement provide the Board and the Grantor with a written request to assign the Easement at least forty- five (45) days prior to the date of the assignment transaction. The Board or the Grantor may disapprove of the transfer for any reason, including but not limited to, the holder's desire to sell its interest in the Property. a. The Board or the Grantor shall have the right to require the Grantees to assign its rights and obligations under this Easement to a different organization if the Grantees ceases to exist or for any reason fails or refuses to enforce the terms and provisions of this Easement. If the Grantees ceases to exist prior to an assignment of this Easement, then the Easement shall automatically revert to an organization designated by the Board and agreed to by the Grantor that is (a) a qualified organization at the time of transfer under Section 170(h) of the Internal Revenue Code of 1986, as amended (or any successor provision then applicable), and the applicable regulation promulgated thereunder; and (b) authorized to acquire and hold conservation easements under Colorado law. b. If the Grantees desires to transfer this Deed to a qualified organization having similar purposes as the Grantees, but Grantor or the Board has refused to approve the transfer, a court with jurisdiction shall transfer this Deed to another qualified organization having similar purposes that agrees to assume the responsibility imposed on the Grantees by this Deed, provided that Grantor and the Board shall have adequate notice of and an opportunity to participate in the court proceeding leading to the court's decision on the matter. 18. Subsequent transfers. Grantor shall incorporate the terms and conditions of this Easement in any deed or other legal instrument by which it divests itself of any interest in all or a portion of the Property, except conveyance of a leasehold interest that is no longer than one year in duration. Grantor further agrees to give written notice to the Grantees and the Board of the transfer of any interest at least forty-five (45) days prior to the date of such transfer. The failure of Grantor to perform any act required by this paragraph shall not impair the validity of this Easement or limit its enforceability in any way. 19. Additional Board Refund. The Board's Grant will provide partial consideration for Grantor's acquisition of fee title to the Property, associated water rights, and/or partial real estate interest in the Property above and beyond the Easement; therefore, any voluntary sale, conveyance, transfer, or other disposal of all or any portion of Grantor's interest in the Property or associated water rights ("Sale"), excluding any lease of the Property or the water rights to a third party in the ordinary course of using the Property for permitted purposes, shall constitute a material change to the Grant that shall require prior written Board approval and may require a separate refund to the Board (the "Additional Board Refund"), in addition to any payment that the Board may be entitled to receive under Paragraph16 above. a. Amount. The amount of the Additional Board Refund shall be based upon a percentage of Grantor's net proceeds from the Sale, which shall be defined as the fair market value of the property being sold in the Sale, minus direct transaction costs ("Net Proceeds"). The Additional Board Refund shall be determined by: a) first dividing the Board's Grant amount by the original purchase price for fee title to the Property; b) then by multiplying the resulting ratio by the Net Proceeds; and c) adding interest figured from the Grant payment date at the Prime Grange River Parcel 14 Conservation Easement Rate listed by the Federal Reserve Bank of Kansas City, Missouri that is most current on the effective date of the Sale. The Board may, in its sole discretion, waive the requirement for payment of interest or reduce the amount of interest due at the time of the Sale. The Additional Board Refund shall be paid to the Board in cash or certified funds on or before the effective date of the Sale. b. Possible Exception to Refund Requirement. If a Sale occurs to a third party that is eligible to receive open space funding from the Board, and the Board has provided written confirmation of the third party's eligibility, Grantor shall not be required to pay the Board an Additional Board Refund, unless the Board determines in its sole discretion that one or more aspects of the Grant have changed that reduce the Grant project's scope from that of the original Grant as approved by the Board. (For example, if the Grantor proposed that the Grant project would include public access to the Property, and the sale will result in substantially the same amount and type of public access, the Board will deem that a material change in the Grant project's scope has not occurred, and Grantor shall not be required to pay the Board an Additional Board Refund, unless another aspect of the Grant project has changed that reduces the Grant project's scope from that of the original Grant as approved by the Board.) 20. Estoppel Certificates. Upon request by Grantor, The Grantees shall provide a document or estoppel certificate to certify Grantors' compliance, if the same is appropriate under the circumstances surrounding the request. 21. Notices. Any notice, demand, request, consent, approval, or communication that either party desires or is required to give to the other shall be in writing and either served personally or sent by first class mail, postage prepaid, addressed as follows or to such other address as either party from time to time shall designate by written notice to the other: To Grantor: Grange Family Ranches, LLC c/o Billy Grange 408 West Cody Lane Basalt, Colorado 81621 Phone: 970-927-3346 With a copy to: With a copy to: Grange River Parcel Conservation Easement Eagle County Board of County Commissioners 500 Broadway, PO Box 850 Eagle CO 81631-0850 Phone: 970-328-8612 Fax: 970 328-8699 Bryan Treu, Esq. Eagle County Attorney 500 Broadway, PO Box 850 Eagle CO 81631-0850 Phone: 970-328-8685 Fax: 970 328-8699 15 With a copy to: With a copy to: To the Grantees: To the Board: TOWN OF BASALT Attn: Town Manager 101 Midland Avenue Basalt, CO 81621 Phone: 927-4701 Fax: 927-4703 Tom Smith, Esq. 600 E Hopkins Ave. Aspen, CO 81611 Phone (970) 925-4600 Fax: (970) 925-4720 Pitkin County Open Space and Trails Board 530 East Main Street, 3rd Floor Aspen, Colorado 81611Aspen Valley Land Grantees 320 Main Street, Suite 204 Carbondale, CO 81623 Executive Director State Board of the Great Outdoors Colorado Grantees Fund 1600 Broadway, Suite 1650 Denver, CO 80202 22. Recordation. The Grantees shall record this instrument in timely fashion in the official records of Eagle County, Colorado, and may re-record it at any time as may be required to preserve its rights in this Easement Deed. 23. Amendment. If the circumstances arise under which an amendment to or modification of this instrument would be appropriate, Grantor and the Grantees are free to jointly amend this instrument; provided that no amendment shall be allowed that will affect the qualifications of this instrument under any applicable laws; and provided, further, that the prior written approval of the Board shall be required. Any amendment must be consistent with the conservation purposes of this instrument and may not affect its perpetual duration. Any amendment must be in writing, signed by all Parties, and recorded in the records of the Clerk and Recorder of Eagle County, Colorado. 24. General Provisions. Grange River Parcel 16 Conservation Easement 24.1 Exhibits. The following Exhibits are attached to and incorporated by reference into this conservation Easement Deed. Exhibit A: Property Legal Description, Exhibit B: Map of the Property (survey recorded at Pitkin County at Reception # 541725, Book 84 Page 90), Exhibit C: the Baseline Documentation Summary, Exhibit D: Intergovernmental Agreement between Eagle County and Town of Basalt. 24.2 Definitions. The terms "Grantor" and "Grantees," wherever used herein, and any pronouns used in place of those terms, shall be deemed to include, respectively, Grantor and its heirs, personal representatives, executors, administrators, successors and assigns, and the Grantees, their successors and assigns. 24.3 Controlling Law. The interpretation and performance of this Easement Deed shall be governed by the laws of the State of Colorado. 24.4 Liberal Construction. Any general rule of construction to the contrary notwithstanding, this Easement Deed shall be liberally construed in favor of the grant to effect the purposes of the Easement and the policy and purpose of C.R.S. §38-30.5-101 et seq. If any provision in this instrument is found to be ambiguous, an interpretation consistent with the purposes of the Easement that would render the provision valid shall be favored over any interpretation that would render it invalid. The common law rules of disfavoring restrictions on the use of real property and construing restrictions in favor of the free and unrestricted use of real property shall not apply to interpretations of this Easement Deed or to disputes between the Parties concerning the meaning of particular provisions of this Easement Deed. 24.5 Severability. If any provision of this Easement Deed, or the application thereof to any person or circumstance, is found to be invalid, the remainder of the provisions of this Easement Deed, or the application of such provision to persons or circumstances other than those as to which it is found to be invalid, as the case may be, shall be deemed severable and remain in full force and effect. 24.6 Entire Agreement. This instrument sets forth the entire agreement between the Parties with respect to the Easement and supersedes all prior discussions, negotiations, understandings, or agreements relating to the Easement, all of which are merged herein. 24.7 No Forfeiture. Nothing contained herein will result in a forfeiture or reversion of Grantor's title in any respect. 24.8 Joint Obligation._ The obligations imposed by this Easement Deed upon Grantor shall be joint and several (in the event that there is more than one Grantor). 24.9 Successors. The covenants, terms, conditions, and restrictions of this Easement Deed shall be binding upon, and inure to the benefit of, the Parties hereto and their respective personal representatives, heirs, successors, and assigns and shall continue as a servitude running in perpetuity with the Property, unless otherwise specified herein. 24.10 Termination of Rights and Obligations. Provided that the Board has consented to a transfer, a party's rights and obligations under this Easement terminate upon transfer of the Grange River Parcel 17 Conservation Easement party's interest in the Easement or Property, except that liability for acts or omissions occurring prior to transfer shall survive transfer. 24.11 Cations. The captions in this instrument have been inserted solely for convenience of reference and are not a part of this instrument and shall have no effect upon construction or interpretation. 24.12 No Third Party Beneficiaries. This Easement is entered into by and between Grantor and the Grantees, and is solely for the benefit of Grantor, the Grantees, and the Board and their respective successors and assigns for the purposes set forth herein, and does not create rights or responsibilities in any third parties beyond Grantor, the Grantees, and the Board. 24.13 Counterparts. The Parties may execute this instrument in two or more counterparts, which shall, in the aggregate, be signed by all Parties; each counterpart shall be deemed an original instrument as against any party who has signed it. In the event of any disparity between the counterparts produced, the recorded counterpart shall be controlling. 24.14 Non -Merger. No merger shall be deemed to have occurred hereunder or under any documents executed in the future affecting this Easement, unless the Parties expressly state that they intend a merger of estates or interests to occur and the Parties have also obtained the prior written consent of the Board approving such merger of estates or interests. 24.15 Termination of the Board. In the event that Article XXVII of the Colorado Constitution, which established the State Board of the Great Outdoors Colorado Grantees Fund, is amended or repealed to terminate the Board or merge the Board into another entity, the rights and obligations of the Board hereunder shall be assigned to and assumed by such other entity as provided by law, but in the absence of such direction, by the Colorado Department of Natural Resources or its successor. ' 24.16 Development Rights. Grantor hereby grants to the Grantees all development rights except as otherwise expressly reserved by Grantor herein, and the parties agree that such rights are hereby released, terminated and extinguished, and may not be used on or transferred off of the Property to any other property adjacent or otherwise or used for the purpose of calculating permissible lot yield of the Property or any other property. Grange River Parcel 18 Conservation Easement 9/6/2007 TO HAVE AND TO HOLD unto Grantees, their successors, and assigns forever. IN WITNESS WHEREOF, Grantor and the Grantees have executed this Deed of Conservation Easement as of the date first written above. GRANTOR Grange Family Ranches, LLC By: (A W",�t,CY.,.-q�Q William J. Grange D.STATE OF �_ c,\ o rte. �� c, ) ss. COUNTY OF4-- ) The foregoing instrument was acknowledged before me this ,� day of � � , 2007, by William J. Grange, as Manager of Grange Family Ranches, LLC, as Grantor. WITNESS my hand and official seal. [SEAL] ` Notary Public My commission expires: '�_� 'W t 5_01 Grange River Parcel 19 Conservation Easement 9/6/2007 SUCCESSORS IN INTEREST TO GRANTOR UPON CONVEYANCE OF THE FEE INTEREST IN THE PROPERTY TO EAGLE COUNTY AND THE TOWN OF BASALT BOARD OF OUNT�;Y COMMISSIONERS OF EAGLE COUNTY, Colorado, a body corp ate a,olitic By Arn Men Title: Chairman of the Board of County Commissioners of Eagle County, Colorado' STATE OF COLORADO ) )ss. COUNTY OF EAGLE ) The foregoing document was acknowledged before me on 1 by of the BOARD OF COUNTY COMMISSIONERS OF EAGLE COUNTY, Colorado, a body corporate and politic. Witness my hand and official seal. My commission expires: Notary Public TOWN OF BASALT, Colorado, a body corporate and politic By Leroy Duroux Title: Mayor, Town of Basalt, Colorado STATE OF COLORADO ) )ss. COUNTY OF EAGLE ) The foregoing document was acknowledged before me on , by of the Town of Basalt, Colorado, a body corporate and politic. Witness my hand and official seal. My commission expires: Notary Public Grange River Parcel 20 Conservation Easement 9/6/2007 ACCEPTED by GRANTEES: BOi a bo By: F PITKIN COUNTY, Colorado, Title: Chair of the Board of County Commissioners of Pitkin County, Colorado STATE OF COLORADO ) )ss. COUNTY OF PITKIN ) The foregoing document was acknowledged before me ons , by Michael M. Owsley, Chair of the BOARD OF COUNTY COMMIS IONERS OF PITKIN COLT.Ujj fs#Q9lorado, a body corporate and politic. Witriess,�n�.hand and official seal. "J1ltf ¢vires on: i 1V rcomfnisaon expires: Q6/,?�12011 OQ Notary Public ROARING FORK CONSERVANCY By: Title: STATE OF _ COUNTY OF ) ss. of the Roaring Fork Conservancy The foregoing instrument was acknowledged before me this _ , 200_, by as the ROARING FORK CONSERVANCY, a Colorado nonprofit corporation. WITNESS my hand and official seal. [SEAL] Notary Public My commission expires: Grange River Parcel 21 Conservation Easement day of of Exhibit A Parcel A: River Parcel A parcel of land situated in Tract 61, also being situated in Section 7, Township 8 South, Range 86 West and Section 12, Township 8 South, Range 87 West of the Sixth Principal Meridian, County of Eagle, State of Colorado and being more particularly described as follows: Beginning at a #5 rebar with an aluminum cap L.S. #2376 found on the southerly right of way line of Two Rivers Road as shown on the Boundary Exhibit Map of Two Rivers Road Annexation Map filed with the Town of Basalt as FF5-274A, whence Corner No. 5 of said Tract 61 bears South 00°27'04" East 2338.72 feet; thence South 00'55'14" East 210.33 feet; thence 137.50 feet along the are of a non-tangental curve to the right having a radius of 703.50 feet, a central angle of 11°11'56" and subtending a chord bearing of South 74°35'09" East 137.29 feet to a point in a fence line; thence along said fence line the following courses: South 73°41'27" East 154.77 feet; thence 255.24 along the arc of a non-tangental curve to the left, having a radius of 394.74 feet, a central angle of 37°02'51" and subtending a chord bearing of South 88°27'45" East 250.82 feet, thence North 75°39'33" East 73.34 feet; thence North 73°46'30" East 126.53 feet; thence North 72°28'29" East 166.03 feet to the northwesterly corner of the Basalt Sanitation District Parcel described in Book 215 at Page 65; thence along said fence line and the northerly line of said parcel North 73°28'20" East 655.00 feet; thence South 67°03'27" East 182.81 feet; thence departing said northerly line North 09°49'45" East 80.80 feet; thence South 80°43'08" East 312.87 feet; thence North 89°01'43" East 105.24 feet; thence South 58923'53" East 28.86 feet; thence North 88115'14" East 117.03 feet; thence South 63114'44" East 148.59 feet; thence South 72°31'35" East 239.66 feet; thence departing said fence line North 00°19'02" East 241.04 feet; thence North 85122'01" West 434.42 feet; thence North 72109'03" West 695.35 feet to a point on said southerly right of way; thence along said right of way the following two courses: South 81°41'54" West 52.63 feet; thence South 77°41'42" West 1041.00 feet; thence 454.76 along the arc of a curve to the right, having a radius of 2915.00 feet, a central angle of 8156'19" and subtending a chord bearing of South 82°09'52" West 454.30 feet to the Point of Beginning. County of Eagle, State of Colorado L.- i 7 The primary purpose of the conservation easements on the Grange Family Ranch and Grange River Parcel is to preserve, in perpetuity, conservation elements including: Plant communities. The plant communities on the easement properties are in very good condition. The Ranch easement property is primarily agricultural in nature. Consequently, it is dominated by a single plant association — irrigated hay field. These fields are in excellent condition and consist primarily of annual and perennial non-native hay grasses and alfalfa with one area dedicated to a rotated grain crop. The irrigated hay fields on the easement properties are very well managed and are virtually devoid of noxious weeds. Irrigation ditches on the Ranch support riparian and wetland plant communities. Native Two -needle Pinyon - Juniper/Mountain Big Sagebrush Woodland and Gambel Oak -Mixed Montane Shrubland occur on the lower slopes of Light Hill above the Grace & Shehi Ditch. In addition, a Coyote Willow/Mesic Graminoids Seasonally Flooded Wetland occurs at the southwest corner of the Ranch on both sides of the Rio Grande Trail. The portion of the Ranch north of SH -82 is occupied by a mix of native riparian woodland, mixed graminoid wetlands, and hay fields. Growing in a relatively narrow band on and adjacent to the Roaring Fork floodplain is a Narrowleaf Cottonwood / Thinleaf Alder Riparian Woodland. This plant association is ranked vulnerable) at the state and global level (G3/S3) by CNHP. A complex of naturally occurring wetlands and wet meadows augmented by irrigation wastewater occurs throughout the north side of the Ranch. These hydrophytic plant associations include beaked sedge/ mixed graminoids wet meadow, hardstem bulrush marsh, arctic rush wet meadow. A stand of greater yellow lady's-slipper, an orchid considered imperiled (G5/S2) in Colorado by CNHP, occurs within the Roaring Fork River riparian area on the Ranch. Coyote willow is the most common willow species in the mesic areas of this portion of the Ranch. Wildlife Habitat. Conservation of this property will ensure the long-term protection of habitat for a diversity of wildlife. The irrigated hay fields on the easement properties provide grassland habitat for open field loving birds such as mountain bluebirds, vesper sparrows, western kingbirds, and western meadowlarks; insects such as northern checkerspot and common ringlet butterflies; as well as mule deer and wintering elk. Small mammals such as long-tailed and montane voles and dwarf shrews thrive on the easement properties and in - turn provide food for predatory birds such as American kestrels, northern harriers, and red- tailed hawks and carnivorous mammals such as bobcats, coyotes, long-tailed weasels, and red foxes. The property also provides habitat to a number of bat species including hoary bats, pale lump -nosed bats, and little brown myotis. The riparian habitat on the northern portion of the Ranch is particularly valuable wildlife habitat. Although riparian habitats represent less than 3% of the total acreage in Colorado, about 72% of all reptiles, 77% of all amphibian species, 80% of all mammals, and between 75 and 90% of all bird species which occur regularly in the Colorado Plateau region routinely use riparian areas for food, water, cover or migration routes. About 30% of the region's bird 1 Vulnerable - Vulnerable either because rare and uncommon, or found only in a restricted range (even if abundant at some locations), or because of other factors making it vulnerable to extirpation or extinction. Typically 21 to 100 occurrences. 2 Imperiled - Imperiled because of rarity or because of some factor(s) making it very vulnerable to extirpation or extinction. Sumnu>n, of C onsenadon Values: (;range Family Ranch R Orange Riper 11711 -Cel ( 11SCRatiOn basements .lune 27.200? species use wetlands and other aquatic areas to the exclusion of upland habitats. Birds strongly associated with cottonwood riparian woodland (e.g., American dippers, cedar waxwings, cordilleras flycatchers, Lewis's woodpeckers, song sparrows, and yellow warblers) and wetlands (e.g., red -winged and yellow -headed blackbirds, and killdeer) and waterfowl such as cinnamon teal, gadwalls, and mallards are common on the northern portion of the Ranch. The structurally and vegetationally diverse riparian habitat supports a rich assemblage of small mammals and an active beaver lodge. • A2rieulture. The easement properties are part of an active cattle ranch and support approximately 100 cow -calf pairs October through May. The Ranch produces grass and alfalfa hay as well a rotated grain crop of wheat and oats. • Open Space. Open space in Roaring Fork Valley is being lost to residential and commercial development at an accelerating rate. Conservation of the easement properties helps to maintain a valuable open space resource and preserves an important exurban greenbelt. Scenic. Protection of this conservation easement will preserve an important viewshed for numerous recreationists using the Rio Grande and Emma Trails and thousands of motorists traveling along SH -82 and Two Rivers Road. • Historic. This cattle ranch began operation in the 1890s. Some of the original ranch structures from that period remain in use to this day. The main ranch house was constructed in 1899 and still serves as the primary family residence. • Other. The Ranch contains a portion of the Light Hill Potential Conservation Area. A PCA represents CNHP's best estimate of the land area necessary for the long-term survival of targeted ecological elements. A full description of the Crown Mountain PCA is included in the conservation easement baseline and present condition report. COLORADO WILDLIFE SCIENCE, LLC 2 INTERGOVERNMENTAL AGREEMENT GRANGE RIVER PARCEL MANAGEMENT THIS INTERGOVERNMENTAL AGREEMENT (the "Agreement") is made this day of , 2007 by and between the Board of County Commissioners of Eagle County, Colorado, whose address is 500 Broadway, Eagle CO 81631-0850 ("the County") and the Town of Basalt ("Town"), whose address is 101 Midland Avenue, Basalt, CO 81621. The County and City are sometimes collectively referred to as the "Governments." RECITALS 1. This Agreement is entered into pursuant to, inter alis, C.R.S. §29-1-201, et seq. and Article XIV, Section 18 of the Colorado Constitution. 2. The Governments are duly constituted governmental entities, governed by Boards or Councils elected by qualified electors of the County and City mentioned above, both of which are located in Colorado. 3. The County and Town will acquire joint title to a certain parcel of land encompassing the Roaring Fork River as described in Exhibit A (the Property). 4. The purpose of this Agreement is to set forth the respective responsibilities and obligations of the Governments relating to maintenance of the Property. 5. The Governments are authorized to enter into this Agreement, and have determined it is in the best interests of the citizens of County and Town to enter into this Agreement. AGREEMENT NOW, THEREFORE, for and in consideration of the mutual promises and agreements of the parties and other good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the parties agree as follows: The Property will be held by the Town and the County as tenants in common. 2. The Property will be encumbered by a conservation easement running to Pitkin County and the Roaring Fork Conservancy prior to its conveyance to the Town and County. 3. The Governments agree to work cooperatively on a management plan for the Property, and agree that such plan should attempt to address the preservation of the natural features of the Property, the protection of wildlife habitat on the Property, and development of any trails or other recreational features, if any, on the Property. 533153.1 GOCO redline 9/6/2007 4. The Governments agree that, following the Closing, the development of any trails or other recreational features on the Property shall require the written consent of both parties. 5. The Governments further agree to that, except as otherwise provided herein, the Town retains all responsibilities and shall bear all costs and liabilities of any kind related to the ownership, operation, upkeep, and maintenance of the Property, including weed control and eradication and the maintenance of adequate liability insurance coverage, which names the Grantees as an additional insured. The Town will also be solely responsible for obtaining any applicable governmental permits and approvals for any construction or other activity or use, and all such construction or other activity or use shall be undertaken in accordance with all applicable federal, state, and local laws, regulations and requirements. Finally, the Town shall keep the Property free of any liens arising out of any work performed for, materials furnished to, or obligations incurred. 6. The Governments agree that the Property shall never be subdivided by legal or other means and that no partition of the Property will be sought by either Government. 7. This Agreement and the Contract may be changed or modified only in writing by an agreement approved by the respective Board or Council of the Governments and signed by authorized officers of each party. 8. Should any one or more sections or provisions of this Agreement be judicially adjudged invalid or unenforceable, such judgment shall not affect, impair or invalidate the remaining provisions of this Agreement, the intention being that the various sections and provisions hereof are severable. 9. Any notice required or permitted under this Agreement shall be in writing and shall be hand delivered or sent by registered or certified regular mail, postage pre -paid to the addresses of the parties as follows. Either party by notice sent under this paragraph may change the address to which future notices should be sent by informing the other party of such change in writing by certified U.S. Mail at the following addresses: Notice to the Town: With a copy to: TOWN OF BASALT Attn: Town Manager 101 Midland Avenue Basalt, CO 81621 Phone: 927-4701 Fax: 927-4703 Tom Smith, esq. 600 E Hopkins Ave. Aspen, CO 81611 533153,1 2 f 9/6/2007 Notice to the County: With a copy to: Phone (970) 925-4600 Fax: (970) 925-4720 Eagle County Board of County Commissioners 500 Broadway Eagle CO 81631-0850. Phone: 970-328-8612 Fax: 970 328-8699 Bryan Treu, Esq. Eagle County Attorney 500 Broadway Eagle CO 81631-0850. Phone: 970-328-8685 Fax: 970 328-8699 10. This Agreement may be executed in counterparts, the sum of which shall constitute the whole of this Agreement. BOARD OF COUNTY COMMISSIONERS, ATTEST: EAGLE COUNTY, COLORADO TOWN OF BASALT ATTEST: c 533153.1 3 Town Clerk