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HomeMy WebLinkAboutC13-289 Horn Ranch Property Contract for Purchase and Sale CONTRACT FOR PURCHASE AND SALE OF LAND AND SALE OF CONSERVATION EASEMENT (Horn Ranch Property-Eagle County, Colorado) THIS CONTRACT FOR PURCHASE AND SALE OF LAND AND SALE OF CONSERVATION EASEMENT (the"Agreement")is entered into this Irday of ST4044,- 2013,by and between Eagle County,Colorado, a body corporate and politic("Buyer" or "County") and The Piney Valley Ranches Trust(the"Seller" or"PVRT"). The Seller and the Buyer are collectively referred to as the"Parties",herein. The following exhibits are attached hereto and made a part of this Agreement: Exhibit A: Description of the Property Exhibit A-1: Description of Water Rights Exhibit B: Map of Property Exhibit C: Form of Conservation Easement for Retained Parcel(defined below) Exhibit D: Table A-ALTA Standards RECITALS: A. Seller is the owner of approximately 448 acres of land,more or less,located in Eagle County, Colorado, which is generally described on the attached Exhibit A, and shown on the attached Exhibit B (the"Land"). B. The Land is surrounded by extensive public lands administered by the United States Department of the Interior,Bureau of Land Management and privately held ranch property. The Land serves as critical habitat for wildlife and provides for the preservation of open space, including farm land, and scenic views for the benefit of the public and access to the Eagle River for public recreation and education as well the preservation of historically important land areas(the"Conservation Values"). C. Seller desires to retain a portion of the Land which is more fully defined below (the "Retained Parcel"), which is generally shown on Exhibit B, and agrees to encumber the Retained Parcel with a conservation easement to be held by the Eagle Valley Land Trust or other entity qualified pursuant to Colorado law to hold conservation easements for the purpose of preserving the Conservation Values of the Retained Parcel. D. Seller desires to sell a portion of the Land (the"Conveyance Parcel"),which is generally shown on Exhibit B, to Buyer together with the interests, easements,rights, {00251953/3} improvements and attached fixtures appurtenant thereto, and all interests of Seller therein.Upon or after acquisition of the Conveyance Parcel by Buyer, Buyer will encumber the Conveyance Parcel with a conservation easement to be held by the Eagle Valley Land Trust or other entity qualified pursuant to Colorado law to hold conservation easements, for the purpose of preserving the Conservation Values("Conveyance Parcel Conservation Easement"). E. The transfer of the Conveyance Parcel shall include all development rights and approvals, zoning rights and approvals, sand, gravel,minerals, rights of way, easements and other property rights appurtenant thereto and owned by Seller(all of the foregoing property interests are included within the definition of the Land as used in this Agreement). F. The Parties acknowledge that the Land is currently legally identified as one parcel and that the Conveyance Parcel and Retained Parcel are to be legally created as set forth in this Agreement. G. The Parties acknowledge and agree that the transaction contemplated by this Agreement requires closing on both the Retained Parcel Conservation Easement and transfer of fee title to the Conveyance Parcel. In no event shall closing on the Retained Parcel Conservation Easement or acquisition of the Conveyance Parcel occur in separate transactions. AGREEMENT For good and valuable consideration, the Parties agree as follows: 1. RETAINED PARCEL. Seller agrees to sell and Buyer agrees to buy, on the terms and conditions set forth in this Agreement, a conservation easement encumbering the Retained Parcel and Water Rights,those water rights being described on the attached Exhibit A-1, and all sand, gravel and minerals of any kind or description owned by Seller (collectively the"Retained Parcel"). The conservation easement shall be in the form substantially attached as Exhibit C (the"Retained Parcel Conservation Easement")or in such other form as agreed upon by the Parties and the holder of the Retained Parcel Conservation Easement during the Inspection Period(defined below). a. Inclusions on Retained Parcel.The Retained Parcel Conservation Easement will address the following items: i. Fixtures. 2 {00251953/3} (a) At the time of executing this Agreement there are three(3) existing heated residential structures located on the Retained Parcel which together total 3252 square feet as follows: (i) one single-family residence consisting of approximately 1754 square feet; (ii) one single family residence consisting of approximately 770 square feet; and(iii) one single family residence consisting of approximately 728 square feet(collectively, the"Residential Improvements"). The square footage identified above excludes porches,crawl spaces and other non- habitable square footage. (b) At the time of executing this Agreement, the following agricultural improvements exist on the Retained Parcel totaling approximately 3253 square feet including: (i) one barn consisting of approximately 784 square feet; (ii)one barn consisting of approximately 416 square feet; (iii)one loafing shed consisting of approximately 210 square feet; (iv) one loafing shed consisting of approximately 288 square feet; (v) one loafing shed consisting of approximately 640 square feet; (vi)one shed consisting of approximately 675 square feet; and (vii) one shed consisting of approximately 240 square feet(collectively,the "Agricultural Improvements"). (c) The Retained Parcel Conservation Easement will identify a ten (10)acre building envelope ("Residential Building Envelope"), as generally depicted on Exhibit B, which currently contains the Residential Improvements and Agricultural Improvements described above. (d) In accordance with the Retained Parcel Conservation Easement Seller may maintain,repair, restore,replace,rebuild,modify, lease or demolish the three existing Residential Improvements within the Residential Building Envelope. Seller may replace any or all of the Residential Improvements with one primary residence, one accessory dwelling unit(not to exceed 1800 square feet) and a ranch manager or caretaker residence(not to exceed 1800 square feet)to be located within the Residential Building Envelope,provided that the maximum cumulative square footage of all Residential Improvements within the Residential Building Envelope shall not exceed 7,500 square feet (excluding porches, crawl spaces and other non-habitable square footage). 3 {00251953/3 (e) In accordance with the Retained Parcel Conservation Easement Seller may maintain,repair,restore, replace,rebuild,modify,lease or demolish any Agricultural Improvements within the Residential Building Envelope,provided the maximum cumulative square footage of all Agricultural Improvements within the Residential Building Envelope shall not exceed 3253 square feet. (f) An additional ten(10) acre envelope located adjacent to the Residential Building Envelope identified above and generally depicted on Exhibit B which may be used for a future tree nursery(the"Tree Nursery Envelope")in accordance with the terms of the Retained Parcel Conservation Easement. No structures shall be permitted within the Tree Nursery Envelope except for one(1) non-residential structure not to exceed 400 square feet. All of the foregoing uses and improvements will continue to be subject to separate review and approval under the Eagle County Land Use Regulations and nothing herein shall be considered preapproval of the same.The foregoing uses will be more fully expressed in the Retained Parcel Conservation Easement(to be mutually agreed upon by the Parties prior to the end of the Inspection Period) and the building envelopes will be surveyed by Buyer and subject to Seller's reasonable approval. Seller shall have the right to lease the Retained Parcel for hunting, fishing and other recreational purposes as set forth in the Retained Parcel Conservation Easement. ii. Personal Property. Not Applicable. iii. Trade Fixtures.Not Applicable. iv. Water Rights,Wells and Springs.The water rights,wells and springs described on Exhibit A-1 will be preserved pursuant to the terms of the Retained Parcel Conservation Easement. Seller reserves the right to drill exempt wells within the Residential Building Envelope or Tree Nursery Envelope on the Retained Parcel to serve the permitted structures described above. Nothing herein shall preclude Buyer from objecting or otherwise participating in any water court application regarding uses on the Retained Parcel as determined necessary by Eagle County in its sole discretion to protect its own water rights. 4 {00251953/3} v. Growing Crops. Seller currently cultivates hay on the Retained Parcel and may continue to do so pursuant to the terms of the Retained Parcel Conservation Easement. Seller may cultivate trees or other similar vegetation on the Retained Parcel within a ten(10) acre Tree Nursery Envelope as generally depicted on Exhibit B and pursuant to the terms of the Retained Parcel Conservation Easement. vi. Payment of Encumbrances and Subordination.At Closing all mortgages or deeds of trust encumbering the Retained Parcel will be released or properly subordinated to all terms and conditions of the Retained Parcel Conservation Easement in a form acceptable to Buyer, GOCO and the holder of the Retained Parcel Conservation Easement. vii. Stone Quarry Access Easement. Buyer and Seller shall agree upon the terms of an access easement that will grant the Buyer periodic guided public access to the historic stone quarry located on the Retained Parcel (the"Stone Quarry Access Easement"). The terms and conditions of the Stone Quarry Access Easement shall be agreed upon before the expiration of the Inspection Period.The Stone Quarry Access Easement and rights granted to Buyer under that easement shall be a permitted use in the Retained Parcel Conservation Easement. viii. Recreational Trail. Buyer and Seller shall agree upon the terms of an easement for a paved recreational trail that will grant the Buyer public access across a portion of the Retained Parcel (the"Recreational Trail Easement"). The general location of the Recreational Trail Easement is depicted on Exhibit B. The terms and conditions of the Recreational Trail Easement shall be agreed upon before the expiration of the Inspection Period. The Recreational Trail Easement and rights granted to Buyer under that easement shall be a permitted use in the Retained Parcel Conservation Easement. ix. Agricultural Uses. Buyer and Seller agree and acknowledge that agricultural uses,including,without limitation,horses and livestock pens may occur on the Retained Parcel in accordance with the terms of the Retained Parcel Conservation Easement. x. Uses. Seller acknowledges that although certain uses are allowed under the Retained Parcel Conservation Easement the same is not a 5 100251953/3} substitute for Seller obtaining all necessary approvals and required permits pursuant to the terms of the Eagle County Land Use Regulations or other applicable law and nothing herein shall be deemed a preapproval by the County. b. Exclusions on Retained Parcel. None. 2. CONVEYANCE PARCEL. Seller agrees to sell and County agrees to buy, on the terms and conditions set forth in this Agreement, together with interests, easements, rights, improvements and attached fixtures appurtenant thereto, and all interests of Seller in the Conveyance Parcel. a. Inclusions on Conveyance Parcel.The Purchase Price(defined below) includes the following items: i. Fixtures. All fixtures attached to the Conveyance Parcel on the date of this Agreement and none other. Seller shall not add any other fixtures to the Conveyance Parcel between the date of the Agreement and date of Closing. ii. Personal Property. The Parties agree that the gauge placed by the United State Geological Survey may remain on the Conveyance Parcel. iii. Trade Fixtures. Not Applicable. iv. Water Rights,Water and Sewer Taps,Well Rights. Not Applicable. v. Growing Crops.Not Applicable. vi. Payment of encumbrances. All liens, mortgages or deeds of trust encumbering the Conveyance Parcel will be paid at or before Closing from funds of Seller or the proceeds of this transaction and the same shall be released. b. Exclusions on Conveyance Parcel. Seller shall retain all right,title and interest in and to the sheep pens located on the Conveyance Parcel and shall remove and relocate the same to the Retained Parcel prior to Closing. c. Parks and Parking Area on Conveyance Parcel. The parties acknowledge that Buyer may create a public parking area for recreational access to the Conveyance 6 (00251953/3 j Parcel. County represents and warrants that it will identify a recreational access envelope as part of the Conveyance Parcel Conservation Easement and any improved public parking area to be located within that recreational access envelope shall be no more than one acre in size. Further, County represents and warrants that a municipal type park with sod,playgrounds,ball fields and the like will not be permitted on the Conveyance Parcel. The representations and warranties set forth in this provision shall specifically survive Closing. 3. EARNEST MONEY DEPOSIT. Within ten(10)business days of the Effective Date (defined below) of this Agreement, Buyer shall deliver the sum of Twenty-five Thousand and no/100s Dollars($25,000) in escrow as an earnest money deposit with Stewart Title Guaranty Company(the "Title Company"), the address of which is 97 Main Street, Suite W201, Edwards, Colorado 81623, telephone(970) 926-0230, as escrow agent,to be held in an interest bearing account. The earnest money deposit, and the interest earned on the deposit, are referred to as the"Deposit". The Deposit shall become non-refundable in the event the contingencies described in Paragraph 21 are satisfied or are waived by Buyer. If and when Closing occurs, the Deposit shall be applied to the Purchase Price. a. If Buyer has a right to terminate and timely terminates in accordance with the terms of this Agreement, Buyer shall be entitled to a return of the Deposit. b. Except as otherwise provided herein, the Title Company shall release the Deposit as directed by written mutual instructions, signed by both Buyer and Seller. In the event of any controversy regarding the Deposit,the Title Company shall not be required to take any action.The Title Company, at its option and sole and subjective discretion,may(1) await any proceeding, (2)interplead all parties and the Deposit into a court of competent jurisdiction, or(3)provide notice to Buyer and Seller that unless the Title Company receives a copy of the Summons and Complaint or Claim(between Buyer and Seller) containing the case number of the lawsuit within one hundred twenty(120) days of the Title Company's notice to the Parties, the Title Company shall be authorized to return the Deposit to Buyer. In the event the Title Company does not receive a copy of the lawsuit, and has not interpled the monies at the time of any Order, Title Company shall disburse the Deposit pursuant to the Order of the Court. 4. PURCHASE PRICE. The purchase price for the Retained Parcel Conservation Easement and fee title acquisition of the Conveyance Parcel, including the Deposit, shall be Three Million Five Hundred Twenty Thousand and No/100s Dollars ($3,520,000.000) (the "Purchase Price"). At Closing, the Deposit shall be applied to the Purchase Price 7 (00251953/3) and the balance of the Purchase Price shall be paid in cash, certified funds, or by wire transfer of federal or other immediately available funds. 5. CLOSING DATE. The closing of the transaction to include both closing on the Retained Parcel Conservation Easement and the transfer of fee title to the Conveyance Parcel to Buyer(the"Closing") shall be held at the office of the Title Company on or before December 11,2013 (the"Closing Date"). 6. SATISFACTORY INSPECTION AND REVIEW. Seller and Buyer expressly covenant and agree that Buyer's satisfaction(as determined by Buyer in its sole discretion)upon the review and inspection provided for herein is a specific condition precedent to the obligation of Buyer to purchase the Retained Parcel Conservation Easement and to purchase fee title to the Conveyance Parcel. Buyer shall have a period in which to review the documents and to make the inspections or to perform the activities described below. This period of inspection(the"Inspection Period"),unless extended as provided herein or upon written agreement of the Parties, shall terminate on the earlier of (i) receipt by Seller of notice from Buyer that the Retained Parcel Conservation Easement and Conveyance Parcel are suitable for purchase; or(ii)Midnight,Mountain Time, November 22, 2013. a. Documents. Not later than ten(10)days after the Effective Date, Seller shall provide, at Seller's expense to Buyer: (a) a title commitment issued by the Title Company, together with legible copies of the deed or deeds by which the Seller holds title to the Land, legible copies of any instruments listed in the legal description for the Land, and legible copies of all exceptions to title,pursuant to which the Title Company shall issue to County a standard coverage owner's policy of title insurance, including"gap"and mechanic's lien coverage, insuring title and access to the Retained Parcel and to the Conveyance Parcel as of the date of Closing in the amount of the Purchase Price. Buyer will obtain a survey at its expense. The Title Company shall delete or insure over the standard exceptions which relate to parties in possession,unrecorded easements, survey matters,and unpaid taxes, assessments and unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain this additional coverage shall be paid by Seller; (b)to the extent in Seller's possession or known to and reasonably obtainable by Seller, copies of any plats, declarations,covenants, conditions and restrictions burdening the Land, surveys or maps of the Land,plans relating to the building improvements, and studies and reports regarding the soils or water or under the Land; (c) Seller shall deliver true copies of all easements, liens,leases (including an exclusive fishing lease which only encumbers the Retained Parcel and which has been orally disclosed by Seller to Buyer) or other matters affecting 8 {00251953/3) the Land (including,without limitation, governmental improvements approved, but not yet installed) or other title matters (including without limitation, rights of first refusal and options)not shown of public records of which Seller has actual knowledge. i. Title Commitment for Retained Parcel.At such time as the Retained Parcel may be legally created or identified as set forth below, a new Title Commitment will be issued together with copies of any exceptions to title to the extent not previously provided to Buyer,pursuant to which the Title Company shall issue to Eagle Valley Land Trust or other qualified conservation entity that may hold the Retained Parcel Conservation Easement a standard coverage owner's policy of title insurance, including "gap" and mechanic's lien coverage, insuring title and access to the Retained Parcel in an amount representing the appraised value of the Retained Parcel Conservation Easement. Buyer will obtain a survey at its expense. The Title Company shall delete or insure over the standard exceptions which relate to parties in possession,unrecorded easements, survey matters, and unpaid taxes, assessments and unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain this additional coverage shall be paid by Seller: ii. Title Commitment for Conveyance Parcel. At such time as the Conveyance Parcel may be legally created or identified as set forth below, a new Title Commitment will be issued together with copies of any exceptions to title to the extent not previously provided to Buyer,pursuant to which the Title Company shall issue to Buyer a standard coverage owner's policy of title insurance, including"gap" and mechanic's lien coverage,insuring title and access to the Conveyance Parcel in an amount representing the appraised value of the Conveyance Parcel. Buyer will obtain a survey at its expense. The Title Company shall delete or insure over the standard exceptions which relate to parties in possession, unrecorded easements, survey matters, and unpaid taxes, assessments and unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain this additional coverage shall be paid by Seller. b. Appraisal. Buyer intends to have an appraisal performed on the Land and for the purpose of obtaining Great Outdoors Colorado ("GOCO") funding. In the event the Purchase Price set forth herein is greater than the Property's appraised value as determined by an appraiser engaged by Buyer, Buyer shall have the right in its sole discretion to (i) attempt to negotiate a new Purchase Price, (ii)terminate this 9 {00251953/3} Agreement and receive its Deposit, or(iii)waive the appraisal objection and proceed to Closing. c. Property Disclosure. Not later than ten(10)days after the Effective Date, Seller shall provide to Buyer the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form completed by Seller to Seller's actual knowledge concerning the Land, current as of the date of this Agreement. d. Leases. Not later than ten(10) days after the Effective Date, Seller shall provide to Buyer copies of any and all leases, including but not limited to, any residential, agricultural, fishing or recreational leases or agreements and written summaries of verbal agreements with third parties relating to the Land. e. Taxes,Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND EXCESSIVE TAX BURDENS TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WIHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE DEBT FINANCING REQUIREMENTS OF THE AUTHORIZED GENERAL OBLIGATION INDEBTEDNESS OF SUCH DISTRICTS,EXISTING MILL LEVIES OF SUCH DISTRICT SERVICING SUCH INDEBTEDNESS, AND THE POTENTIAL FOR AN INCREASE IN SUCH MILL LEVIES. f. Right of First Refusal or Contract Approval. Seller represents and warrants that there is no right of first refusal affecting the Land. g. Survey. Buyer's surveyor shall prepare an ALTA survey of the Land that includes those items attached as Exhibit D and identified as Table A from the ALTAIACSM Minimum Standard Detail Requirements. The Survey shall appropriately flag and locate all perimeter boundary corners of the Retained Parcel and Conveyance Parcel. The Title Company shall provide the Buyer and Buyer's surveyor with the documents for depiction on the survey(or if not possible to be depicted, for inclusion of a survey note describing the document. Such survey shall contain(i) the correct legal description for the Retained Parcel and Conveyance Parcel; (ii) all property dimensions of the Retained Parcel and 10 {00251953/3} Conveyance Parcel and the location of all boundary corners for the two parcels; (iii)the number of square feet contained within each parcel to the nearest square foot; (iv) the location of all easements and rights of ways revealed by a physical inspection of each parcel or the title commitment and are capable of being shown; (v) the location of any above ground improvements encroaching onto Retained Parcel or Conveyance Parcel. h. Land Survey PIat. The Parties acknowledge that in connection with the transaction contemplated under this Agreement,legal parcels will need to be created for the Retained Parcel and the Conveyance Parcel. Pursuant to Section 5- 280 (B)(2)(a)of the Eagle County Land Use Regulations, the division of land in such a way that results in parcels of thirty five(35) acres or more, is exempt from the procedures and standards of Section 5-280 concerning subdivision. Notwithstanding the foregoing, any future development or uses that may occur on the Retained Parcel in accordance with the Retained Parcel Conservation Easement will require compliance with the Eagle County Land Use Regulations. In order to create the two parcels contemplated hereunder, an ALTA Survey will be created and recorded in the land survey plat records with the Eagle County Engineering Department and with the Eagle County Clerk and Recorder. i. Review.Buyer and Seller shall each review and approve the proposed form of ALTA survey during the Inspection Period. The Parties shall work amicably to address any matters identified by either Buyer or Seller. Review and approval of the ALTA survey by each party shall constitute a waiver and release of any and all claims or causes of action,known or unknown,against the other party,its officers, employees(including County's surveyor), trustees and beneficiaries in connection with the survey or subdivision of the Land. ii. Revised Title Commitments and Legal Description. Upon successful completion of the survey creating the two parcels,Seller shall obtain updated title commitments for the Retained Parcel and Conveyance Parcel in accordance with the requirements of Paragraph 6(a)(i) and(ii)hereof. Further, the Parties agree that the legal description attached hereto as Exhibit A shall be revised by Buyer's surveyor to reflect the legal descriptions for each parcel. 1. Environmental Review. Buyer may conduct such environmental reviews as it determines necessary in its sole discretion. {00251953/3 j. Mineral Remoteness Report. Buyer may engage consultants to perform a mineral study and to render an opinion on the likelihood of mineral development on the Land. k. Water Rights. Buyer may engage consultants to perform an evaluation of the water rights on its behalf. 1. Baseline Report. Buyer will engage a consultant to prepare a baseline report for the Retained Parcel Conservation Easement and Conveyance Parcel Conservation Easement. The form of baseline report shall be agreed to by the Parties by the end of the Inspection Period. m. Open Space Advisory Committee and Board of County Commissioner Approval. Buyer shall have through the Inspection Period,in which to obtain funding through the Eagle County Open Space Program for all or a portion of the Purchase Price. This Agreement is conditioned upon approval of funding by the Eagle County Board of County Commissioners at a regularly scheduled public meeting following a funding recommendation by the Eagle County Open Space Advisory Committee("OSAC")and nothing herein shall be deemed a pre- approval of such funding by the Board of County Commissioners. Upon acceptance of this Agreement by Seller,Buyer shall schedule a meeting before OSAC for the committee's evaluation and recommendation. Within twenty (20) days of the OSAC recommendation,Buyer shall schedule a public meeting before the Board of County Commissioners. This condition will be satisfied upon the Board of County Commissioners affirmative motion approving the use of Open Space Funds towards the purchase of the Retained Parcel Conservation Easement and Conveyance Parcel. n. Conservation Easement,Management Plan and Subordination Documents. During the Inspection Period,the Parties, GOCO and the Retained Parcel Conservation Easement holder, shall agree upon the final form of and required subordination agreements and the final form of Management Plan and Deed of Conservation Easement for the Retained Parcel,which shall be substantially in the form attached hereto as Exhibit C. o. Approval by GOCO and Easement Holder. Seller acknowledges that in the event GOCO provides funds toward the preservation of the Land through the Retained Parcel Conservation Easement and fee title acquisition of the Conveyance Parcel, then GOCO shall have an opportunity to review and approve each of the matters identified in Paragraph 6 hereof including all of its subparts. 12 {00251953 f 3} Buyer shall obtain such approvals during the Inspection Period or shall identify GOCO's objections that may be reasonably addressed by Seller as set forth in Paragraph 7. In the event such approvals cannot be obtained or such objections are not addressed to the satisfaction of GOCO,then Buyer may terminate this Agreement prior to the expiration of the Inspection Period. Further, Seller acknowledges that the holder of the Retained Parcel Conservation Easement shall have an opportunity to review and approve each of the matters identified in this Paragraph 6 including all of its subparts. Buyer shall obtain such approvals during the Inspection Period or shall identify the easement holder's objections that may be reasonably addressed by Seller as set forth in Paragraph 7. In the event the approvals cannot be obtained or objections addressed to the satisfaction of the Retained Parcel Conservation Easement holder, then Buyer may terminate this Agreement prior to the expiration of the Inspection Period. p. Publicity Letter and Signage. Seller agrees to execute such publicity letter(s) and/or to post such signage on the Retained Parcel acknowledging the conservation easement or grant of funds as may be required by Buyer, GOCO or the Retained Parcel Conservation Easement holder. Buyer shall be responsible for any and all costs associated with such signage, including application fees. Seller shall retain reasonable approval rights to the location, size and extent of any signage. q. Due Diligence: Inspection; Right of Entry. Buyer or its designated consultants, agents and/or employees,upon twenty-four(24) hours advance notice to Seller, shall have the right to enter the Land at reasonable times for surveying, mapping, physical and environmental inspection,conducting an appraisal and other reasonable purposes related to the transaction contemplated hereunder. Buyer shall restore the Land to the same condition existing prior to any such investigations. Buyer,to the extent permitted by law, hereby indemnifies and holds harmless Seller from and against any and all claims, liens,damages,losses, and causes of action which may be asserted by Buyer or Buyer's employees, agents,or any third party who enters upon the Land or conducts tests related to the Land at the request of or on behalf of Buyer or its agents,provided that such indemnification and hold harmless shall not apply to claims arising out of the willful or wonton conduct of Seller. Notwithstanding anything to the contrary, any and all indemnifications set forth in this paragraph shall survive the termination and/or expiration of this Agreement. 7. ELECTION AT THE END OF THE INSPECTION PERIOD. During the Inspection Period and prior to Closing, Buyer may make the above-described physical and 13 {00251953/3} environmental inspections,applications,reviews, studies, appraisals,evaluations, surveys, approval of required documents and seek to legally create the Retained Parcel and Conveyance Parcel, all as required to satisfy itself, GOCO and the Retained Parcel Conservation Easement holder as to the acceptability and suitability of the Retained Parcel and Conveyance Parcel and the availability of funding(collectively,the "Condition of Land")for purchase of the Retained Parcel Conservation Easement and purchase of the Conveyance Parcel. Should, for any or no reason and in its sole discretion, Buyer not be satisfied that the Retained Parcel is acceptable or suitable for encumbrance by the Conservation Easement or that acquisition of the Conveyance Parcel is not acceptable for any or no reason then Buyer shall notify Seller in writing on or before the expiration of the Inspection Period of its dissatisfaction, at which time this Agreement shall be considered null and void and of no further force and effect and the Deposit shall be promptly returned to Buyer;provided,however, if the objections of Buyer are to title or other defects or other matters identified by Buyer which Seller can reasonably cure at nominal expense within a seven(7)business day period following the receipt of notice from Buyer, Seller shall have such period to cure such defects to the satisfaction of Buyer as determined by Buyer in its sole discretion. Buyer shall, at any time,have the right to waive the conditions precedent to its performance under this Agreement before or after the end of the Inspection Period and if Buyer elects to waive the conditions precedent to its performance,before or after the end of the Inspection Period, this Agreement will remain in full force and effect and the Deposit shall become non-refundable except as otherwise provided herein. 8. CLOSING DOCUMENTS. Seller and Buyer shall cooperate with the Title Company to enable the Title Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. Buyer and Seller agree to execute the Colorado Real Estate Commission's Closing Instructions.At Closing, Seller shall (i) execute and deliver to Buyer the Retained Parcel Conservation Easement in a form acceptable to Buyer, GOCO and the Retained Parcel Conservation Easement holder, conveying good, marketable and insurable title to the Retained Parcel Conservation Easement,including access to the Retained Parcel for the purposes described in the Conservation Easement, free and clear of all liens, encumbrances and other exceptions, except such easements, restrictions and other exceptions as are of record, and off record matters as are approved during the Inspection Period; and(ii)execute and deliver such subordination documents as are necessary so the Retained Parcel Conservation Easement is in a priority position; (iii) execute and deliver to Buyer or its assigns a Special Warranty Deed in a form acceptable to Buyer, conveying good,marketable and insurable title to the Conveyance Parcel, free and clear of all liens, encumbrances and other exceptions as are of record and are approved during the Inspection Period; (iv) a certificate that Seller is not a resident alien, as defined in the Internal Revenue Code and Treasury Regulations promulgated 14 {00251953/3} thereunder,in accordance with Section 1445 of the Treasury Regulations, or such other certificate or document necessary to comply with Section 1445 of the Internal Revenue Code and such documents as are required to comply with Colorado law with respect to withholding from a nonresident seller; (v) Seller and Buyer agree and acknowledge that C.R.S., Section 39-22-604.5 provides that in case of any conveyance of a Colorado real property interest, the person or party providing closing and settlement services shall be required to withhold an amount equal to 2%of the sales price or the net proceeds resulting from such conveyance, whichever is less,when the transferor is a non-resident of the State of Colorado. Seller shall be obligated to either comply with the withholding requirements of C.R.S. 39-22-604.5 or provide an affidavit in form and content satisfactory to the Title Company,which certifies that Seller is not subject to the withholding requirements; (vi) Seller shall deliver to Buyer at Closing an affidavit, on a form acceptable to the Title Company, and to GOCO and the Retained Parcel Conservation Easement holder, if applicable, signed by Seller that no labor or materials have been furnished to the Land within the statutory period for filing of mechanics' or material-man's liens against the Land. If labor or materials have been furnished during the statutory period, Seller shall deliver to the Title Company and to Buyer an affidavit signed by Seller and the person or persons furnishing the labor or materials that the costs thereof have been paid; (vii) and such additional instruments and documents as may be reasonably required by Buyer or the Title Company in connection with the consummation of the transaction contemplated hereby. 9. TRANSFER OF TITLE. Subject to tender of payment at Closing as required herein and compliance by Buyer with the other terms and provisions hereof, Seller shall execute and deliver the Closing documents identified in Paragraph 8 hereof and title shall transfer as set forth herein. 10.TAXES. Seller shall pay all general taxes and assessments and all sale,excise,transfer and deferred and recapture taxes of any type, for the Retained Parcel and Conveyance Parcel for all years prior to Closing. Current years taxes shall be prorated among the parties as of the date of Closing. Seller shall remain responsible both before and after Closing for the payment of all taxes associated with the Retained Parcel,including any taxes or assessments imposed upon or incurred as a result of the Conservation Easement. 11.COSTS AND FEES. Closing fees shall be paid equally by the Parties. The premium for title insurance policies (for the Retained Parcel Conservation Easement and Conveyance Parcel) and endorsements described above shall be paid by Seller. Per page recording costs for the Retained Parcel Conservation Easement, if any, shall be paid by Buyer; all other recording costs shall be paid by Seller. Sales and Use Tax and other applicable taxes for the Conveyance Parcel shall be pro-rated to date of closing. Payment of taxes to 15 {00251953 J 3 1 the date of Closing on the Conveyance Parcel will be a final settlement. Any on-going taxes, water and sewer charges or other utility charges, assessments or fees concerning the Retained Parcel are and shall remain the sole responsibility of Seller. All other Closing costs shall be borne by the Parties in accordance with custom in Eagle County, Colorado. Each party shall pay for the costs of their attorneys and consultants in performing work in connection with this Agreement. 12.REPORTING OF TRANSACTION.The Title Company shall prepare and file, promptly after the closing contemplated by this Agreement, the required forms with the Internal Revenue Service pursuant to Section 6045(e)(2) of the Internal Revenue Code, as amended. The Title Company is designated as the party responsible for filing a Form 1099 with the Internal Revenue Service promptly after Closing, to the extent required by the Internal Revenue Code and Treasury Regulations. 13. POSSESSION. Possession of the Conveyance Parcel shall be delivered to Buyer at Closing. 14. CONDITION OF THE PROPERTY, REPRESENTATIONS. As of the date of this Agreement and as of the date of Closing, Seller warrants and represents the following: a. Seller is the record owner of the Land, including specifically,without limitation, the sand, gravel and minerals(unless severed as disclosed by the title commitment) and Water Rights. As of the Closing Date,Buyer will have good and marketable title to the Retained Parcel Conservation Easement and Conveyance Parcel, including insurable access to all portions of the Land, and Seller shall ensure that mortgagees or deeds of trust encumbering the Land will be released or properly subordinated to the terms and conditions of the Conservation Easement in a form acceptable to Buyer. For the Conveyance Parcel Seller shall ensure that all mortgages or deeds of trust,mechanics and material-man's liens are released. b. Seller has not received any notices,demands or deficiency comments from any mortgagee of the Land or from any state, municipal or county government or any agency thereof with regard to the Land. c. There are no actions, suits,proceedings or investigations pending, or to Seller's knowledge threatened, against or affecting the Land, or arising out of Seller's conduct on the Land or which would affect the ability of the Seller to fulfill its obligations under this Agreement. Seller shall provide copies of any notices, actions, suits,proceedings, investigations of any type affecting the Land, 16 {00251953/3 including, without limitation, any notices affecting the taxation, assessment, assessment classification, zoning, or peiniitted uses of the Land received at any time prior to or after Closing. d. To the best of Seller's knowledge, Seller is in compliance with the laws,orders, and regulations of each governmental department, commission,board,or agency having jurisdiction over the Land in those cases where noncompliance would have a material adverse effect on the Land. e. Other than this Agreement, and the lease on the White House on the Retained Parcel, fishing lease on the Retained Parcel and verbal agreement allowing USGS to operate a gauging station on the Land,which Buyer shall have an opportunity to review and address as set forth in Paragraphs 6 and 7 hereof, Seller is not party to or subject to or bound by any agreement, contract or lease of any kind relating to the Land. To the best of Seller's knowledge,there are no rights of possession to the Land or options or rights of first refusal in third parties, or rights of access across the Land by third parties, except as described in the Retained Parcel Conservation Easement. f. To the best of Seller's knowledge, the Land is not in violation of any federal, state or local law, ordinance or regulation relating to environmental conditions on, under or about the land, including,but not limited to, soil and groundwater conditions. Except for uses in the ordinary course of historical agricultural operations and residential uses, neither Seller, nor to the best of Seller's knowledge any third party,has used, generated,manufactured,refined,produced, processed, stored or disposed of, on, or under the Land or transported to or from the Land any Hazardous Materials nor does Seller intend to use the Land prior to closing date for the purpose of generating,manufacturing,refining,producing, storing,handling,transferring,processing or transporting Hazardous Materials. For the purpose hereof, "Hazardous Materials"shall mean any flammable explosives, radioactive materials, asbestos,petroleum,petroleum products, organic compounds known as polychlorinated biphenyls, chemicals known to cause cancer or reproductive toxicity,pollutants, contaminants,hazardous wastes, toxic substances or related materials,including, without limitation, any substances defined as or included in the definition of"hazardous substances", "hazardous material"or"toxic substances" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended,42 U.S.C. Sec. 9601, et. seq., the Hazardous Materials Transportation Act,49 U.S.C. Sec. 1801 et. seq., the Resource Conservation and Recovery Act,42,U.S.C. Sec. 6901 et. seq., or any other federal, state or local statute,law, ordinance, code,rule,regulation, 17 {00255953/3 order, decree or other requirement of governmental authority regulating, relating to or imposing liability or standard of conduct concerning any hazardous, toxic or dangerous substance or material, as now or at any time hereafter in effect, and in the regulations adopted, published and/or promulgated pursuant to said laws and any materials or substances including petroleum products as defined in ASTM Standard E 1527-05. To the best of Seller's knowledge there are no underground storage tanks situated on the Land; to the best of Seller's knowledge no such tanks have been previously situated thereon. To the best of Seller's knowledge there are no landfills, disposal sites or contamination on the Land. Upon execution of this Agreement by Seller through the date of Closing, Seller shall not store,use, handle and dispose of any hazardous material on the Land. Seller has not received any notice that the Land will be the subject of any investigation by any governmental or other entity. g. No representation, warranty, or statement made herein by Seller contains any untrue statement of any material fact or omits to state any material fact necessary in order to make such representation,warranty, or statement not misleading. h. Each and every document, schedule, item and other information prepared by Seller and delivered by Seller to Buyer hereunder, shall be true and not materially misleading. i. Seller is duly authorized and has taken all necessary actions to execute and perform this Agreement and this Agreement is enforceable against Seller in accordance with its terms. j. Seller shall not grant or convey any easement,lease, encumbrance, license,permit or any other legal or beneficial interest in or to the Land without the prior written consent of Buyer, nor shall Seller knowingly violate any law, ordinance,rule or regulation affecting the Land. Seller agrees to pay, as and when due, any and all encumbrances on and taxes, assessments and levies in respect of the land as provided for in this Agreement. 15. CONDITION OF PROPERTY, LIABILITY. a. Seller reaffirms the representations made by it in paragraph 14 of this Agreement. Notwithstanding the foregoing, Buyer acknowledges and agrees that Seller has not made, does not make and specifically negates and disclaims any representations, warranties,promises, covenants, agreements or guaranties concerning or with respect 18 {00251953/3} to: (1)the value or exact acreage of the Land; (2)the value or square footage of any improvements on the Land; (3)the income to be derived from the Land. b. Buyer further acknowledges and agrees that having been given the opportunity to inspect the Property, Buyer is relying on its own investigation of the Property and not on any information provided or to be provided by Seller other than as is stated in the Contract and Seller's Property Disclosure. c. Buyer further acknowledges and agrees that to the maximum extent permitted by law, the sale of the Land as provided for herein is made on an"AS IS"condition and basis with all faults. 16. PRESERVATION OF PROPERTY; RISK OF LOSS. a. Preservation of Property. Except as otherwise set forth herein, Seller agrees that the Land shall remain as it now is until Closing, that no timber, crops (except cutting of annual hay crop), sand, gravel, minerals, improvements or any other part of the Land shall be sold or removed from the Land, and that Seller agrees that it shall neither use nor consent to any use of the Land for any purpose or in any manner that are not permitted under the terms of this Agreement or the Retained Parcel Conservation Easement. In the event that Seller shall use or consent to such use of the Land before Closing, Buyer may in its sole discretion and without liability,refuse to accept the conveyance of the Retained Parcel Conservation Easement or the Conveyance Parcel, in which event the Agreement shall terminate and the Deposit shall be refunded. b. Property Damage. In the event the Land or inclusions are damaged by fire, other perils or causes of loss prior to Closing in an amount of not more than ten percent of the total Purchase Price ("Property Damage"), Seller shall be obligated to repair the same before Closing. In the event such damage is not repaired within said time or if the same exceeds such sum,this Agreement maybe terminated at the option of Buyer. Further,Buyer shall have the right to terminate under this Paragraph 16 on before the Closing,based on any Property Damage not repaired before Closing. Should Buyer elect to carry out this Agreement despite such Property Damage,Buyer shall be entitled to a credit at Closing for all insurance proceeds that were received by Seller resulting from such damage to the Land and inclusions,plus the amount of any deductible provided for in such insurance policy. Such credit shall not exceed the Purchase Price. In the event Seller has not received such insurance proceeds prior to Closing, the Parties may agree to extend the Closing,or at the option of Buyer, assign such proceeds at Closing,plus credit 19 {00251953/3} the Buyer the amount of any deductible provided for in such insurance policy,but not to exceed the total Purchase Price. c. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may result in a taking of all or part of the Land or inclusions, Seller shall promptly notify Buyer,in writing, of such condemnation action. Buyer shall have the right to terminate under this Paragraph 16 on or before Closing based on such condemnation action,in Buyer's sole and subjective discretion and upon such termination the Deposit shall be refunded to Buyer. Should Buyer elect to consummate this Agreement despite such diminution of value to the Land and inclusions,Buyer shall be entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in value of the Land or inclusions but such credit shall not include relocation benefits or expenses, or exceed the Purchase Price. d. Risk of Loss to Crops.Any risk of loss for crops shall remain with Seller. 17.LIQUIDATED DAMAGES; DEFAULT. a. Seller's Remedies. In the event that(i) all of the conditions and contingencies to this Agreement for the benefit of Buyer shall have been satisfied, or waived by Buyer, (ii) Seller shall have fully performed or tendered performance of its obligations under this Agreement, and (iii) Buyer shall be unable or shall fail to perform its obligations under this Agreement, then the entire amount of the Deposit shall be retained by Seller as liquidated damages under this Agreement, and Buyer shall have no further liability to Seller. Buyer and Seller hereby acknowledge and agree that Seller's damages would be difficult or impossible to determine and that the amount of the Deposit is the Parties' best and most accurate estimate of the damages Seller would suffer in the event the transaction provided for in this Agreement fails to close, and is reasonable under the circumstances existing as of the date of this Agreement.Buyer and Seller agree that Seller's right to retain the Deposit shall be the sole remedy of Seller in the event of a breach of this Agreement by Buyer. b. Buyer's Remedies. If Seller shall fail to consummate the transaction contemplated hereunder for any reason, or if such transaction shall fail to close for any reason other than default by Buyer, Buyer may elect, at Buyer's sole option: (i) To terminate this Agreement and be released from its obligations hereunder, in which event the Deposit shall be returned to Buyer; or(ii)To proceed against Seller for specific performance of this Agreement. 20 {00251953/3 18. NOTICES. All notices required or permitted hereunder will be deemed to have been delivered upon sending of such notice. All notices required or permitted hereunder shall be given by hand delivery, facsimile or registered or certified US mail with postage prepaid and return receipt requested, or sent by Federal Express or other overnight courier for delivery at the soonest possible time offered by such courier, directed as follows(as of the date of this Agreement, Seller and Purchaser acknowledge that they are aware that the United States Postal Service does not deliver to physical addresses in Avon or Eagle, Colorado): If to Seller: The Piney Valley Ranches Trust 0101 Fawcett Road, Suite 201 Post Office Box 9429 Avon, Colorado 81620 Attention: Dan Leary Telephone: (970)748-4987 Fax: (970) 748-8900 With a copy to: Richard A. Johnson Johnson&Repucci LLP 2521 Broadway,Suite A Boulder, Colorado 80304 Telephone(303)442-1900 Fax: (303)442-0191 If to Buyer: Eagle County, Colorado 500 Broadway Post Office Box 850 Eagle, Colorado 81631 Attention: Toby Sprunk, Director of Open Space Telephone: (970)328-8698 Fax: (970) 328-7185 With a copy to: Eagle County Attorney's Office 500 Broadway 21 {00251953/3) Post Office Box 850 Eagle,Colorado 81631 Attention: Diane Mauriello,Assistant County Attorney Telephone: (970) 328-8695 Fax: (970) 328-8699 19.MISCELLANEOUS. a. No Broker. Seller and Buyer represent to each other that no brokers are involved in this transaction. Each party, to the extent permitted by law, shall defend, indemnify and save the other party harmless from and against any and all claims, suits, expenses, or attorneys' fees for any real estate brokerage commission and brokerage charges caused by such party. b. Assigns. Buyer may, but shall not be required to, assign this Agreement in whole or in part, and its rights as Buyer hereunder including those to the Deposit by written assignment to a third party wherein such third party assumes the obligations of Buyer hereunder. Buyer may require that the Retained Parcel Conservation Easement be directly deeded by Seller to Eagle Valley Land Trust or such other qualified conservation easement holder as Buyer may designate. Seller may assign all or any portion of its rights,title, obligations and interests under this Agreement at any time to a wholly owned LLC. Such assumption shall relieve Seller of such rights,title, obligations and/or interests so assumed by assignee. c. Binding Effect. The terms and conditions of this Agreement shall be binding upon and shall inure to the benefit of the Parties' heirs, executors, administrators, successors and assigns. d. Exhibits. The exhibits hereto constitute an integral part of this Agreement and are hereby incorporated herein. e. Counterparts; Facsimile Signatures. This Agreement may be executed in counterparts, all of which shall constitute one agreement which shall be binding on all of the Parties, notwithstanding that all of the Parties are not signatories to the original or the same counterpart. Signatures may be evidenced by facsimile transmission and at the request of any party documents with original signatures shall be provided to the other party. 22 (00251953/3 f. Severability. If any provision of this Agreement shall be held invalid, the other provisions hereof shall not be affected thereby and shall remain in full force and effect. g. Entire Agreement. This Agreement represents the entire agreement of the Parties and may not be amended except by a writing signed by each party thereto. h. Authority. Each party to this Agreement warrants to the other that the respective signatories have full right and authority to enter into and consummate this Agreement and all related documents. L Merger. The obligations, covenants, representations, warranties, indemnitiees and remedies set forth in this Agreement shall not merge with transfer of title but shall survive the Closing. j. Further Actions. Each party shall execute and deliver or cause to be executed and delivered any and all instruments reasonably required to convey the Retained Parcel Conservation Easement and Conveyance Parcel to Buyer and to vest in each party all rights,interests and benefits intended to be conferred by this Agreement. In the event of termination of this Agreement by Buyer, as provided herein, Seller shall promptly execute such documents as are reasonably required by the Escrow or Title Company and by Buyer for return of the Deposit to Buyer. k. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 1. Offer. When signed and delivered to Seller by Buyer,this Agreement will constitute an offer to the Seller that can be accepted only by the Seller signing and delivering to Buyer an executed original of this Agreement on or before(but not after) September 20, 2013. Buyer may withdraw such offer in writing at any time prior to its acceptance. m. Legal Counsel. Each party to this Agreement has had the opportunity to consult with independent legal counsel of their own choice or have voluntarily declined to seek such counsel. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the Parties. 23 {00251953(3} n. Good Faith. Buyer and Seller acknowledge that each party has an obligation to act in good faith, including but not limited to, exercising the rights and obligations under this Agreement. o. Recitals. The recitals set forth above are hereby incorporated into the Agreement. 20. SATURDAYS, SUNDAYS,HOLIDAYS. If the final date of any time period of limitation set out in any provision of this Agreement falls on a Saturday, Sunday or a legal holiday under the laws of the State of Colorado,then the time of such period shall be extended to the next day which is not a Saturday, Sunday or legal holiday. 21.BUYER'S CONTINGENCIES. Specific contingencies to Buyer's obligation to perform hereunder are(1)the approval of this Agreement,in its sole discretion by the Board of County Commissioners and OSAC; (2) the Buyer being satisfied in its sole discretion with the Condition of the Land prior to or at the end of the Inspection Period; (3) Buyer obtaining sufficient funding for the acquisition, as determined by the Buyer in its sole discretion, at any time prior to Closing. If any contingency is not met or waived by the Buyer,without regard to whether the Buyer has otherwise accepted the condition of the Land, then this Agreement shall be null and void, and the Deposit shall be returned to the Buyer. 22. COMPLIANCE WITH FEDERAL LAW. Each party hereby represents and warrants to the other that (A)neither the party making the representation,nor any persons or entities holding any legal or beneficial interest whatsoever in the party making the representation, are (i)the target of any sanctions program that is established by Executive Order of the President or published by the Office of Foreign Assets Control,U.S. Department of Treasury("OFAC"); (ii)designed by the President or OFAC pursuant to the Trading with the Enemy Act, 50 U.S.C. App. § 5,the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, the Patriot Act, Public Law 107-56, Executive Order 13224 entitled"Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism"(September 23, 2001) or any executive order of the President issued pursuant to such statutes or(iii)persons or entities with whom U.S.persons or entities are restricted from doing business under regulations of OFAC (including those named on OFAC's Specially Designated and Blocked Persons List) or under any statute, executive order(including Executive Order 13224)or other governmental action; and(B)the activities of the party making the representation do not violate the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 or the regulations or orders promulgated thereunder. Each party further covenants and agrees to promptly deliver to the other any 24 {00251953/3} documentation that the other party, may reasonably request in order to confirm the accuracy of the representations and warranties made in this paragraph. 23. APPROVAL BY BOARD OF COUNTY COMMISSIONERS. Seller understands that this Agreement must be approved and ratified by the Board of County Commissioners at a regularly scheduled and public meeting. Upon acceptance by Seller, Buyer shall immediately schedule said public meeting and this Agreement will become effective upon Board of County Commissioner affirmative motion on the same. In accordance with applicable public finance law and notwithstanding anything to the contrary contained in this Agreement, Buyer shall have no obligations under this Agreement nor shall any payment be made to Seller without an appropriation thereof in accordance with a budget adopted by the Board of County Commissioners. All obligations payable beyond the current fiscal year are subject to funds being available and appropriated prior to Closing. 24. EFFECTIVE DATE. The Effective date of this Agreement shall be the date the Agreement is approved by the Board of County Commissioners of Eagle County in an open and public meeting. 25.DISCLOSURE REGARDING REAL ESTATE LICENSE. The parties acknowledge that trustee of Seller is a licensed Colorado real estate broker. No commission shall be due from Buyer as a result of this Agreement. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above. SELLER: The Piney Valley Ranches Trust BY: 41.rr_ ��0 /�� Its: '� y _r Date: ^ /9-- 2.C/3 BUYER: Eagle Cou , Colo By: , / ,C„VC / G� Its: CO rl�� Co�t1m..SS,on'-r Date. Q(1 G 11' 25 {00251953/3} EXHIBIT A DESCRIPTION OF THE PROPERTY Section 17: Lots 1, 3, and 4, except that portion deeded to David E. Mott and Susan D. Mott in Deed recorded February 08, 1979 in Book 281 at Page 661. Section 18; Lots 7 and 9 Section 8: S1/2SE1/4(Parts of Tract 44 and 45) Section 17:N1/2NE1/4 (Track 51,part) and SE1/4NE1/4 (Track 45,part) and NE1/4SE1/4 (Track 45,part) and N 1/2NW 1/4(Tract 51,part) and SW 1/4NW 1/4(Track 51,part) Section 18: SE1/4NE1/4(Track 52,part) and N1/2SE1/4 (Track 52,part) Saving and excepting those certain portions of the above described parcels,heretofore conveyed, as evidenced by and described in the following instruments recorded in the office of the County Clerk and Recorder in and for Eagle County, Colorado,to wit Quit Claim Deed from Peter Peterson to the Denver and Rio Grande Railroad Company recorded at Book 5 at Page 201. Quit Claim Deed from Rupert M. Sherwood to the Denver Rio Grande Railroad Company recorded in Book 5 at Page 204. Warranty Deed from Rupert M. Sherwood to the Denver and Rio Grande Railroad Company recorded at Book 45 at Page 117 Warranty Deed from Peter Peterson to the Denver and Rio Grande Railroad Company recorded at Book 45 at Page 100. Warranty Deed from George W. Watson to the Board of County Commissioners of Eagle County State of Colorado recorded in Book 106 at Page 432. Warranty Deed from George W. Watson to the Denver and Rio Grande Railroad Company recorded in Book 106 at Page 436. Warranty Deed from John Hirz, George W. Watson, and Frances E. Watson to County of Eagle, State of Colorado recorded in Book 116 at Page 173. Warranty Deed from Frances E. Watson and George W.Watson to John Hirz recorded in Book 116 at Page 174; Warranty Deed from Frances E. Watson to the County of Eagle, State of Colorado recorded at Book 116 at Page 224 and 225. 26 {002519S3/3} Special Warranty Deed from Leonard Horn to the Department of Highways, State of Colorado recorded January 08, 1971 in Book 219 at Page 473. Warranty Deed from Leonard Horn a/k/a Arthur Leonard Horn to David E. Mott and Susan D. Mott recorded in Book 281 at Page 661 Special Warranty Deed from The Piney Valley Ranches Trust to Department of Transportation, State of Colorado recorded September 15, 2000 at Reception No. 739045 27 {00251953/3 EXHIBIT A-1 DESCRIPTION OF WATER RIGHTS a. The Sherwood Ditch, Original Construction (Ditch No. 18),Priority No. 21, decreed for 3.0 cfs of water for irrigation use with an appropriation date of June 1, 1884,decreed by the Garfield County District Court on December 17, 1889 in Case No. CA 294. b. The Sherwood Ditch, First Enlargement, Priority No. 45,decreed for 1.0 cfs of water for irrigation use with an appropriation date of October 1, 1886, decreed by the Garfield County District Court on December 17, 1889 in Case No. CA 294. c. The Sherwood Ditch, Second Enlargement,Priority No. 460B, decreed for 0.62 cfs of water for irrigation use with an appropriation date of January 1, 1925,decreed by the Garfield County District Court on October 3, 1936 in Case No. CA 963. d. Unajudicated spring rights providing water for existing residential structures. 28 (00251953/3} EXHIBIT B MAP OF THE PROPERTY II 29 {00251953/3} EXHIBIT C FORM OF CONSERVATION EASEMENT 30 {00251953/3 DEED OF CONSERVATION EASEMENT Horn Ranch Retained Parcel Any time the Property is transferred by Grantor to any third party, Grantor shall pay a transfer fee of$1,000 to Grantee and notify Grantee pursuant to the requirements of Section 11 of this Deed. NOTICE: THIS PROPERTY IN 1'EREST HAS BEEN ACQUIRED IN PART WITH GRANT# ("GRANT")FROM THE STATE BOARD OF THE GREAT OUTDOORS COLORADO TRUST FUND ("BOARD"). THIS DEED OF CONSERVATION EASEMENT CONTAINS RESTRICTIONS ON THE USE AND DEVELOPMENT OF THE PROPERTY WHICH 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 ("Deed") is granted on this day of ,2013,by THE PINEY VALLEY RANCHES TRUST ("Grantor"),whose address is P.O. Box 9429, Avon, Colorado 81620, to EAGLE VALLEY LAND TRUST, a Colorado non-profit corporation("Grantee"),whose address is PO Box 3016, Edwards, Colorado 81632. (Grantor and Grantee are collectively referred to herein as the"Parties".) RECITALS: A. Description of Property. Grantor is the owner of the fee simple interest in the subject Property legally described in Exhibit A and depicted in Exhibit B,both attached hereto and made a part of this Deed, and consisting of approximately acres of land,located in Eagle County, State of Colorado ("Property"). B. Qualified Organization. Grantee is a "qualified organization," as defined in I.R.C. §170(h) and a charitable organization as required under C.R.S. § 38-30.5-104(2). Grantee is certified to hold conservation easements for which a state tax credit is claimed by the State of Colorado's Division of Real Estate pursuant to C.R.S. § 12-61-720, and Rule A-1 of the Code of Colorado Regulations, Qualifications for Certification to Hold Conservation Easements(4 C.C.R. 725-4, Rule A-1). Grantee is also accredited by the Land Trust Accreditation Commission,a national accreditation program sponsored by the Land Trust Alliance. Grantee's primary purpose is to preserve and protect the natural, scenic, agricultural,historical, and open space resources by assisting landowners who wish to protect their land in perpetuity to preserve and conserve natural areas, environmentally significant land, and working landscapes for ecological, scenic, aesthetic, scientific, charitable and educational purposes. C. Conservation Purposes. According to I.R.C. § 170(h)(4)(A) and Treas.Regs. § 1.170A-14(d), the conservation purposes of a qualified conservation contribution must include one or more of the following: (1)to preserve land for outdoor recreation by or education of the general public; (2)to protect relatively natural habitat of fish, wildlife or plants; (3)to preserve open space; and(4) to preserve historically important land or structures. f00246012/2) Page 1 The conservation purposes of the conservation easement conveyed by this Deed are set forth below in this Recital C and collectively referred to hereafter in this Deed as the"Conservation Values." [TO BE MORE FULLY COMPLETED UPON RECEIPT OF THE PRESENT CONDITIONS REPORT] 1. Recreation or Education[Treas. Regs. § 1.170A-14(d)(2)]—The Property abuts the Eagle River and US Highway 6,both of which are travelled regularly by recreational boaters and cyclists,respectively. Further, a portion of the"Eagle Valley Regional Trail" as shown on Exhibit B,may be constructed across the Property in accordance with that certain"Eagle Valley Regional Trail Easement"between Grantor and Eagle County,recorded on at Reception No. in the Eagle County Clerk and Recorder's Office. The Eagle Valley Regional Trail will permit hiking and biking for the general public. Eagle County and Grantor have also entered into that certain"Stone Quarry Access Agreement"recorded on at Reception No. in the Eagle County Clerk and Recorder's Office,which permits Eagle County . to access that portion of the Property shown on Exhibit B(the"Stone Quarry Access") for periodic guided hikes for the general public for access to the historic stone quarry located on the Property. The preservation of the Property will enhance the experience of the recreating public to appreciate its scenic values. 2. Relatively Natural Habitat [Treas. Regs. § 1.170A-14(d)(3)]. The Property provides upland native woodlands, shrublands, and an irrigated hay meadow that provides forage, cover,breeding grounds, and migration corridors for a variety of wildlife species,including mule deer, elk,black bear, coyote, fox,bobcat, and mountain lion. Protecting the Property's native woodlands, shrublands,hay meadow and riparian areas will provide important habitat linkages for wildlife in the area including species of concern,including the Peregrine falcon,bald eagle, and river otter. According to data from Colorado Parks and Wildlife: The Property provides potential nesting areas for Peregrine falcons (State Species of Concern). Colorado Parks and Wildlife indicates the area is important winter range and foraging area for bald eagles(State Species of Concern). In addition,the Property provides a below grade highway crossing area, overall range, summer range, winter concentration area, and winter range for elk. The Property contains critical winter range,highway crossing area,migration corridor, overall range, severe winter range, and summer range for mule deer and elk. The Property also provides habitat and habitat connections for numerous small mammals and birds, including golden eagle,red-tailed hawk, rough-legged hawks,northern harrier, great homed owl, and American kestrel. Many songbird species nest in the native woodlands and shrublands. 3. Open Space[Treas. Regs. § 1.170A-14(d)(4)]. The Property qualifies as open space because it is being preserved for the scenic enjoyment of the general public and/or pursuant to a clearly delineated federal, state or local governmental conservation policy and will yield a significant public benefit. [00246012/2 1 Page 2 a. Scenic enjoyment. The Property contains outstanding scenic features that are highly visible from Interstate 70, US Highway 6 and adjacent federal lands. In addition,the Property abuts the Eagle River,which is travelled regularly by recreational boaters. The scenic features of the Property include rocky bluffs,native woodland, shrublands, and dramaticred sandstone formations. The Property contains historic ranch buildings and an irrigated hay meadow that contribute to the scenic,pastoral beauty of central Eagle County. This scenic beauty is viewed and enjoyed by more than eight(8)million motorists annually that travel through the ranch on Interstate 70 and US Highway 6. Preservation of the Property will provide the opportunity for the public to appreciate and enjoy the scenic beauty of the Property in perpetuity. b. Agriculture. The Property has and may in the future serve as the headquarters for a sheep or cattle ranch operation owned by Grantor, and is used primarily to accept delivery of sheep or cattle, administer veterinary care, sort sheep or cattle,and raise hay. Agricultural use supports the pastoral beauty of the land and provides for the production of food and fiber, and is supported by numerous federal, state and local policies. Water rights will continue to be exercised to irrigate the hay meadow to support local agricultural productivity. c. Clearly Delineated Government Conservation Policy. Protection of the Property furthers the specific objectives of those clearly delineated government conservation policies set forth in Recitals D and E below. d. Significant public benefit. There is a foreseeable trend of population growth and development near the Property. The Colorado State Demographer predicts that the population of Eagle County will double over the next 20 to 25 years. Eagle County encompasses the ski resorts of Vail and Beaver Creek, as well as numerous growing communities along Interstate 70. The Property lies between the Town of Eagle and Wolcott. The Property's accessibility, adjacency to federal land, and its proximity to major ski areas make it highly desirable for residential subdivision and development. Without protection, the likelihood of development of the Property is high,which would diminish the scenic and natural quality of the land. Preservation of the Property will continue to provide an opportunity for the general public to appreciate its scenic values. It should also be noted that the terms of the Easement(defined below) do not permit a degree of intrusion or future development that would interfere with the essential scenic quality of the land. These Conservation Values are of great importance to Grantor, Grantee, the residents of Eagle County, and the State of Colorado. D. State Policy Concerning Conservation Easements. (00246012/2) Page 3 1. C.R.S. §33-1-101, provides in relevant part that "it is the policy of the state of Colorado that the wildlife and their environment are to be protected,preserved, enhanced, and managed for the use,benefit, and enjoyment of the people of this state and its visitors." 2. C.R.S. § 35-3.5-101 states in part that"it is the declared policy of the state of Colorado to conserve,protect, and encourage the development and improvement of its agricultural land for the production of food and other agricultural products." 3. C.R.S. § 38-30.5-102 provides for the creation of conservation easements to maintain land "in a natural, scenic, or open condition, or for wildlife habitat,or for agricultural,horticultural,wetlands,recreational, forest or other use or condition consistent with the protection of open land, environmental quality or life sustaining ecological diversity . . ." 4. Funding for this project has been provided in part by the Great Outdoors Colorado Trust Fund program. The voters of the State of Colorado by adoption of Article XXVII to the Constitution of the State of Colorado,the legislature of the State of Colorado by adoption of enabling legislation, and 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. The Board has approved funding for a portion of the value of this easement following careful review of the Property and its conservation values. E. Other Supporting Government Policy. There is a strong desire on the part of the public for responsible growth that provides for the perpetuation of the scenic,rural character and wildlife habitat of the region. 1. Funding for this project has been provided by the Eagle County Open Space Program,which seeks to permanently preserve Open Space in Eagle County, including working farms and ranches, scenic landscapes,wetlands and floodplains, and provide public access to rivers and streams. 2. The Western Governor's Association policy 08-21 supports"voluntary incentive-based methods for preserving open space,maintaining land and water for agriculture and timber production,wildlife and other values." 3. Locally,the establishment of a conservation easement on the Property is consistent with following goals of the Eagle County Comprehensive Plan(2005): a. Goal:The impacts of development in Eagle County are carefully monitored, and future development occurs in a manner that preserves a high (00246012/2) Page 4 quality of life, a diverse and sustainable economy, the area's scenic beauty, a healthy natural environment and a vibrant, well designed community(3.2). b. Goal: Eagle County's infrastructure and community services support all present and future community needs and encourage efficient travel, healthy lifestyles, a stable economy and the preservation of environmental quality (3.5). c. Goal: Preserve and/or enhance the quality of wildlife habitat, and the vitality of wildlife populations in Eagle County(3.7). d., Goal: Development in Eagle County avoids or fully mitigates impacts to sensitive lands. Open Space is preserved to the greatest degree possible, and scenic quality and cultural resources are protected (3.8). 4. The establishment of a conservation easement on the Property is consistent with the policies and strategies set forth in the Eagle County Comprehensive Plan(2005), including the following: a. The integrity, quality and interconnected nature of a critical wildlife habitat in Eagle County should be preserved(3.7.2.a). b. The well-being of wildlife species of less economic importance and those on the rare and endangered species list should be actively monitored and protected(3.7.2.c). c. Development in areas critical to the continued well-being of Eagle County's wildlife populations should not be allowed (3.7.3.d). d. Development and development patterns should preserve landscapes that include visual,historic,and archeological value(3.8.3.c). e. A variety of approaches should be utilized to preserve land as open space (3.8.4.e), which may include conservation easements. f. Open Space should be able to serve different needs in different applications(3.8.4.0. F. Documentation of Present Conditions. Pursuant.to Treas. Regs. § 1.170A- 14(g)(5)and in order to document the condition of the Property as of the date of this Deed, a report has been prepared by Rare Earth Science, LLC and dated ("Present Conditions Report"). The Present Conditions Report contains a natural resources inventory and also documents the Conservation Values and the characteristics,current use, and status of improvements on and development of the Property. The Present Conditions Report is acknowledged by Grantor and Grantee as an accurate representation of the Property at the time of the transfer. The Present Conditions Report has been provided to both parties and will be used by Grantee to assure that any future changes in the use of the Property will be consistent with the (00246012 I2 1 Page 5 terms of this Deed. However,the Present Conditions Report is not intended to preclude the use of other evidence to establish the condition of the Property as of the date of this Deed. NOW,THEREFORE, in consideration of the recitals set forth above, incorporated herein by this reference, and the mutual covenants,terms, conditions, and restrictions contained herein, and pursuant to the laws of the State of Colorado, Grantor voluntarily grants and conveys to Grantee and Grantee voluntarily accepts, a perpetual conservation easement in gross ("Easement"), an immediately vested interest in real property defined by C.R.S. §§ 38-30.5-101, et seq., and of the nature and character described in this Deed, for the purpose of preserving and protecting the Conservation Values in perpetuity,subject to, and without affecting,the Eagle Valley Regional Trail Easement and the Stone Quarry Access Easement. 1. Purpose. The purpose of this Deed is to preserve and protect the Conservation Values in perpetuity in accordance with I.R.C. § 170(h), Treas. Regs. § 1.170A-14, and C.R.S. § 38-30.5-101, et seq. ("Purpose"). The Parties intend to permit acts on and uses of the Property that are consistent with the Purpose and to restrict or prohibit acts on and uses of the Property that are not consistent with the Purpose. In this Deed, "consistent with the Purpose" shall mean acts on and uses of the Property that are not expressly prohibited herein, or otherwise do not have a significant negative impact or significant permanent negative impact on the Conservation Values, as determined by Grantee in its reasonable discretion as a land trust accredited by the Land Trust Alliance and certified by the State of Colorado's Division of Real Estate pursuant to C.R.S. § 12-61-720, and Rule A-1 of the Code of Colorado Regulations, Qualifications for- Certification to Hold Conservation Easements, (4 C.C.R. 725-4, Rule A-1), as amended, subject to Section 17 (Grantor's Notice) and Section 18(Grantee's Approval) of this Deed. Nothing in this Deed is intended to compel a specific use of the Property, such as agriculture, other than the preservation and protection of the Conservation Values. 2. Rights of Grantee. To accomplish the Purpose of this Easement,this Deed conveys the following rights to Grantee,its employees and its representatives: A. To preserve and protect the Conservation Values; B. To enter upon the Property at reasonable times to monitor Grantor's compliance with and otherwise enforce the terms of this Easement;provided that,prior to such entry, Grantee shall first provide a minimum of forty-eight (48)hours advance notice to Grantor, and Grantee shall not unreasonably interfere with Grantor's use and quiet enjoyment of the Property; C. To prevent any activity on or use of the Property that is inconsistent with the Purpose of this Easement and, except as limited by Section 8 of this Deed, Grantee may require the restoration of such areas or features of the Property that are damaged by an inconsistent activity or use; D. To enforce the terms and provisions of this Deed; (00246012/2 1 Page 6 E. To place signs on the Property that identify the land as being protected by this Easement,the size, number, and location of which signs are subject to Grantor's approval which may be withheld in its discretion; and F. All Development Rights as defined in Section 25 (Development Rights)of this Deed, except as specifically reserved by Grantor herein. Nothing in this Section shall preclude the right of Grantee to enforce the preservation and protection of the Conservation Values or any other provisions of this Deed. 3. Rights Retained by Grantor. Grantor retains the right to perform any act not specifically prohibited or restricted by this Easement,provided that such acts and uses are consistent with the Purpose. These retained rights include,but are not limited to,the retention of the economic viability of the Property. 4. Property Improvements. Improvements existing as of the date of this Deed are permitted. The installation,placement or construction of any other improvement is prohibited unless expressly permitted by this Section 4. Prior to the placement, construction,replacement or enlargement of any improvement permitted by this Section 4, Grantor shall notify Grantee in accordance with Section 17(Grantor's Notice)of this Deed to allow Grantee to evaluate the consistency of the proposed improvement with the terms and conditions of this Section 4. A. Existing Improvements. At the time of the granting of this Deed, several buildings and residences exist,including homes,barns,loafing sheds,and corrals/stock pens, as discussed below,in the locations identified in the Present Conditions Report.A driveway, irrigation ditches and fencing also exist in the locations identified in the Present Conditions Report. [UPDATE AS NECESSARY AFTER RECEIPT OF THE PRESENT CONDITIONS REPORT.] i. Existing Residential Improvements. At the time of the execution of this Deed,there are three(3)residential improvements on the Property which total approximately 3,252 square feet of Floor Area(the"Residential Improvements"), as follows: (i) one(1)single-family residence consisting of approximately 1,754 square feet of Floor Area;(ii) one(1) single-family residence consisting of approximately 770 square feet of Floor Area; and(iii) one(1)single-family residence consisting of approximately 728 square feet of Floor Area. The existing Residential Improvements are more fully described and depicted in the Present Conditions Report. ii. Existing Agricultural Improvements. At the time of execution of this Easement,the following agricultural improvements exist on the Property totaling approximately 3,253 square feet of Floor Area(the"Agricultural Improvements"): (i)one(1)barn consisting of approximately 784 square feet of Floor Area; (ii)one(1)barn consisting of approximately 416 square feet of Floor Area; (iii)one(1)loafing shed consisting of approximately 210 square feet of Floor Area;(iv)one(1)loafing shed consisting of approximately 288 square feet of Floor (00246012/2) Page 7 Area; (v) one(1) loafing shed consisting of approximately 640 square feet of Floor Area; (vi) one(1)shed consisting of approximately 675 square feet of Floor Area, and (vii)one(1)shed consisting of approximately 240 square feet of Floor Area. The existing Agricultural Improvements are more fully depicted and defined in the Present Conditions Report. Ill. Location of Existing Improvements. The existing Residential Improvements and the existing Agricultural Improvements, (collectively, "Existing Improvements")are located within a building envelope consisting of ten(10) acres, located in the area generally depicted on Exhibit B-1 ("Residential Building Envelope"). Subject to applicable federal, state and local laws and regulations, Grantor may maintain and repair the Existing Improvements at their current location without further permission of Grantee. iv. Restrictions on Residential Improvements. Grantor reserves the right to maintain,repair,restore,replace,rebuild,modify,lease,or demolish the three(3)Residential Improvements within the Residential Building Envelope. Grantor may replace any or all of the Residential Improvements with one(1) primary residence, one(1)accessory dwelling unit(not to exceed 1,800 square feet of Floor Area) and a ranch manager's or caretaker's residence(not to exceed 1,800 square feet of Floor Area)to be located within the Residential Building Envelope, provided that the maximum cumulative square footage of all Residential Improvements within the Residential Building Envelope shall not exceed 7,500 square feet of Floor Area. These new units are included in the definition of Residential Improvements and may also be maintained, repaired,restored,replaced, rebuilt,modified,leased or demolished in perpetuity. v. Restrictions on Agricultural Improvements. Grantor reserves the right to maintain,repair,restore,replace,rebuild,modify,lease,or demolish any Agricultural Improvements within the Residential Building Envelope,provided that the maximum cumulative square footage of all Agricultural Improvements within the Residential Building Envelope shall not exceed 3,253 square feet of Floor Area. The Agricultural Improvements shall only be used for agricultural storage or non- residential uses. These new improvements are included in the definition of Agricultural Improvements and may also be maintained,repaired,restored,replaced, rebuilt,modified,leased or demolished in perpetuity. B. General Construction Restrictions and Procedures. In no case shall Grantor construct, place,replace or enlarge any Residential Improvement or any Agricultural Improvement to exceed thirty-five(35)feet in height, as measured by the Eagle County Land Use Code. Any new Residential Improvement or Agricultural Improvement shall not be constructed of shiny or reflective materials or using reflective paint(however this does not preclude the use of glass), and shall be constructed using natural materials, such as wood,log or stone, or using brick, stucco or masonry, or other similar natural materials, and colors that blend with the surroundings. The construction of new Residential Improvements and the replacement or enlargement of existing (00246012/21 Page 8 Residential Improvements within the Residential Building Envelope shall not cause adverse environmental impacts to the Conservation Values on portions of the Property located outside the Residential Building Envelope. Once constructed, Grantor may maintain,repair,replace or reasonably enlarge any improvement subject to the restrictions of Section 4A and 4B of this Deed. C. Designation of Tree Nurse!),Envelope. Grantor reserves the right to raise trees,shrubs or similar vegetation for commercial sale or transplant within an additional building envelope consisting of ten (10) acres,located in the area generally depicted on Exhibit B-2 ("Tree Nursery Envelope"which is also referred to herein as a Building Envelope). Grantor may till soil,install water lines and ditches and irrigate within the Tree Nursery Envelope. Within the Tree Nursery Envelope,Grantor reserves the right to construct one(1)non-residential improvement(to be included within the definition of Agricultural Improvements)not to exceed four hundred(400)square feet of Floor Area, subject to the restrictions set forth in Section 4B. D. Outside the Building Envelopes. Grantor may construct or place no more than one(1)minor Agricultural Improvement with a Floor Area of less than five hundred (500) square feet, subject to the restrictions set forth in Section 4B, and other minor unenclosed Agricultural Improvements such as corrals,hayracks, cisterns, stock tanks, stock ponds,troughs,fenced hay stacks,livestock feeding stations,water lines, ditches or sprinklers (collectively, "Minor Agricultural Improvements") anywhere on the Property without permission of Grantee,provided the use and location of any Minor Agricultural Improvement is consistent with the Purpose. Any other improvements outside the Building Envelopes are prohibited unless otherwise permitted by Section 4F below. E. Definition of Floor Area. For purposes of this Section 4, Floor Area for residential improvements shall mean all habitable residential space,but does not include residential covered or uncovered decks,porches, patios, attic or crawl spaces. For purposes of Section 4,Floor area for Agricultural Improvements shall mean all finished or unfinished space,but does not include covered or uncovered decks,porches, patios, attic or crawl space. F. Other Improvements. i. Road and Trail Construction and Paving. For purposes of this Section, "Roads"shall mean any permanent road that is graded, improved or maintained,including any seasonal unimproved roads. a. Within the Building Envelope. Grantor may construct new Roads and parking areas within the Building Envelope(which Roads and parking areas may be paved) to access improvements expressly permitted within the Building Envelope by Section 4 of this Deed. Grantor shall not construct or establish any Road wider than necessary to provide access for 100246012/2) Page 9 all permitted uses or to meet local codes for width of access to improvements permitted by this Deed. b. Outside a Building Envelope. Grantor shall not construct or establish Roads outside a Building Envelope except for those existing Roads depicted on Exhibit B and a new Road to be constructed between the Residential Building Envelope and the Tree Nursery Envelope to provide access to the Tree Nursery Envelope, or such other Roads that Grantee determines are consistent with the Purpose pursuant to Sections 17 (Grantor's Notice) and 18 (Grantee's Approval)of this Deed. Grantor shall not construct or establish any Road wider than necessary to provide access for all permitted uses or to meet local codes for width of access to improvements permitted by this Deed. Grantor may pave the Road providing access to the Residential Building Envelope and the Tree Nursery Envelope. Except as otherwise expressly permitted in this Section 4F, Grantor shall not pave or otherwise surface any Road with impervious surfaces unless Grantee determines that said surfacing is consistent with the Purpose,pursuant to Sections 17(Grantor's Notice) and 18 (Grantee's Approval) of this Deed. c. Trails. No trails shall be constructed or established outside of the Building Envelopes except for the Eagle Valley Regional Trail,the Stone Quarry Access or other new trails that Grantee determines are consistent with the Purpose pursuant to Sections 17 (Grantor's Notice) and 18 (Grantee's Approval) of this Deed. ii. Fences. Grantor may maintain, repair and replace existing fences with similar materials without Grantee's permission. Grantor may construct new fences anywhere on the Property for the purpose of reasonable and customary management of livestock and wildlife,or for separation of ownership and uses, provided that the location and design of fences are consistent with wildlife friendly fence standards as established by Colorado Parks and Wildlife, or a successor government agency and with the Purpose. Notwithstanding the foregoing, fences consisting of white material or painted white are prohibited in order to preserve the western rural appearance of the Property. iii. Utility Improvements. Existing energy generation or transmission infrastructure and other existing utility improvements,if any, including but not limited to: (i)natural gas distribution pipelines, electric power poles, transformers, and lines; (ii)telephone and communications towers,poles, and lines; (iii) septic systems; (iv) domestic water storage and delivery systems; and (v) renewable energy generation systems including,but not limited to, wind, solar, geothermal, or hydroelectric("Utility Improvements"),may be repaired or replaced with an improvement of similar size and type at their current locations on the Property without further permission from Grantee. New Utility (00246012/2) Page 10 Improvements may be enlarged or constructed on the Property, subject to the restrictions below and provided that they are consistent with the Purpose. a. Within the Building Envelope. Grantor may enlarge or construct Utility Improvements within the Building Envelope without further permission of Grantee,provided that no Utility Improvements exceed thirty-five(35) feet in height. b. Outside of the Building Envelope. Grantor shall not enlarge or construct any Utility Improvements outside of the Building Envelope without Grantee's approval pursuant to Sections 17(Grantor's Notice) and 18 (Grantee's Approval)of this Deed;provided,however,that Grantor reserves the right to construct Utility Improvements outside the Building Envelope solely to provide utility services to the improvements permitted by this Deed,provided that no Utility Improvements exceed thirty-five feet in height. c. Additional Requirements. Prior to the enlargement or construction of any Utility Improvements on the Property, Grantor shall provide notice of such enlargement or construction to Grantee. Following the repair, replacement, enlargement or construction of any Utility Improvements, Grantor shall promptly restore any disturbed area to a condition consistent with the Purpose. Any easement,right of way or other interest granted to a third party or otherwise reserved,to be used for Utility Improvements is subject to Section 6K(Easements, Rights of Way or Other Interests) of this Deed. d. Renewable Energy Generation Systems. In addition to the foregoing, limited renewable energy generation systems are permitted within the Building Envelope for use on the Property primarily for the purpose of allowing Grantor to offset its energy consumption. Any limited renewable energy generated on the Property in accordance with this paragraph that incidentally is in excess of Grantor's consumption may be sold, conveyed, or credited to a provider of retail electric service to the extent permitted by Colorado law. iv. Signs. Grantor may place and maintain signs on the Property provided that no individual sign exceeds twelve(12) square feet. Grantor may place larger signs on the Property if Grantee determines that said signs are consistent with the Purpose,pursuant to Sections 17(Grantor's Notice) and 18 (Grantee's Approval) of this Deed. 5. Resource Management. Grantor recognizes the importance of good resource management and stewardship to preserve and protect the Conservation Values. To this end, Grantor shall conduct the following uses of the Property in accordance with the provisions below. In the event Grantee believes any resource management practice(s) are not consistent (00246012/21 Page 11 with the Purpose, Grantee may request that Grantor and Grantee shall, at Grantor's expense, consult with a mutually agreed upon resource management professional that will provide written recommendations for the restoration of the Property and the continuation of the resource management practice in a manner consistent with the Purpose. If Grantee approves the recommendations in accordance with Sections 17 (Grantor's Notice) and 18(Grantee's Approval)of this Deed, Grantor shall follow such recommendations at Grantor's sole expense. Notwithstanding the foregoing, Grantor and Grantee recognize that changes in economic conditions,in agricultural technologies, in accepted farm,ranch and forest management practices, and in the situation of Grantor may result in an evolution of agricultural,silvicultural, and other uses of the Property, and such uses are permitted provided they are consistent with the Purpose. A. Agriculture. Grantor reserves the right to irrigate and fertilize the hay meadow,raise and cultivate hay and graze livestock in a manner consistent with the Purpose. All agricultural uses shall be conducted using stewardship and management methods that preserve the natural resources upon which agriculture is based. Long term stewardship and management goals include preserving soil productivity,maintaining natural stream channels,preventing soil erosion,minimizing invasive species, avoiding unsustainable livestock grazing practices, and minimizing loss of vegetative cover. If agricultural acts or uses are no longer practiced on the Property, either Party may request that the Parties develop a mutually acceptable plan to ensure appropriate land cover that is consistent with the Purpose. The expense of developing and implementing said plan shall be borne by Grantor. B. Timber. On a limited and localized basis, Grantor may,but is not obligated to, cut trees to control insects and disease(including without limitation mountain pine beetle infestation), to control invasive non-native species, to prevent personal injury and property damage, and for domestic uses on the Property including, but not limited to, firewood and construction of permitted buildings and fences. Grantor may,but is not obligated to, conduct tree thinning activities to maintain the character and nature of the habitat. Grantor shall only conduct other timber harvesting activities in accordance with a forest management plan prepared by a professional forester at Grantor's expense, provided that Grantee determines that said activities and management plan are consistent with the Purpose pursuant to Sections 17(Grantor's Notice)and 18 (Grantee's Approval) of this Deed. C. Relatively Natural Habitat. Habitat management activities that have the potential to negatively impact the Conservation Values, such as removing tamarisk, chaining juniper or sagebrush, constructing ponds and wetlands, and conducting controlled burns,may be permitted provided that Grantee determines that said management activities are consistent with the Purpose pursuant to Sections 17(Grantor's Notice) and 18 (Grantee's Approval) of this Deed. IF GRANTOR OWNS ALL OF THE MINERAL RIGHTS ON THE PROPERTY: (00246012/2) Page 12 D. Minerals and Other Deposits. As of the date of this Deed, Grantor owns all and has not leased any, of the mineral rights located on,under, or in the Property or otherwise associated with the Property. i. Grantor's Mineral Rights. Grantor's current and future ownership of Minerals associated with the Property shall be subject to the following provisions: a. Mining. The exploration, development,mining or other extraction or removal of minerals,including but not limited to coal, oil, gas or hydrocarbons ("Minerals") on,under, or in the Property or otherwise associated with the Property by any method is prohibited except to the extent expressly permitted in this Section. b. Soil,Sand, Gravel and Rock. Soil,sand, gravel or rock may be extracted without further permission from Grantee so long as such extraction: a)is solely for use on the Property or for Grantor's personal use for non-commercial purposes; b) is in conjunction with activities permitted herein, such as graveling roads and creating stock ponds; c)is accomplished in a manner which is consistent with the Purpose and is approved in advance by Grantee,pursuant to Sections 17 (Grantor's Notice) and 18 (Grantee's Approval) of this Deed; d) does not involve disturbing by such extraction more than one-half(1/2) acre of the Property at one time, and uses methods of mining that may have a limited and localized impact on the real property but are not irremediably destructive of the Conservation Values; and e) Grantor ensures that an area so disturbed is reclaimed within a reasonable time by refilling or some other reasonable reclamation method. This provision shall be interpreted in a manner consistent with I.R.C. § 170(h),as amended, and the Treasury Regulations adopted pursuant thereto. OR IF GRANTOR DOES NOT OWN ALL OF THE MINERAL RIGHTS ON THE PROPERTY: A. Minerals and Other Deposits. As of the date of this Deed, Grantor does not own all of the mineral rights located on,under, or in the Property or otherwise associated with the Property. For this reason, a minerals assessment report has been completed by ,dated , 20 , in compliance with I.R.C. § 170(h)(5)(B)(ii) and Treas. Regs. § 1.170A-14(g)(4). The report concludes that, as of the date of this Deed,the probability of extraction or removal of minerals from the Property by any surface mining method is so remote as to be negligible. For purposes of this Deed, the term"Mineral Document"shall mean any lease, surface use agreement, no- surface occupancy agreement, or any other instrument related to Minerals associated with {00246012/2) Page 13 the Property, and the provisions of which may permit activities that may have a current or future impact on the surface of the Property. Grantor's Mineral Rights. Grantor's current and future ownership of Minerals associated with the Property shall be subject to the following provisions: a. Mining. The exploration, development, mining or other extraction or removal of minerals,including but not limited to coal, oil, gas or hydrocarbons("Minerals") on,under, or in the Property or otherwise associated with the Property by any method is prohibited except to the extent expressly permitted in this Section. b. Soil, Sand, Gravel and Rock. Soil, sand, gravel or rock may be extracted without further permission from Grantee so long as such extraction: a)is solely for use on the Property or for Grantor's personal use for non-commercial purposes;b) is in conjunction with activities permitted herein, such as graveling roads and creating stock ponds; c)is accomplished in a manner which is consistent with the Purpose and is approved in advance by Grantee, pursuant to Sections 17 (Grantor's Notice) and 18 (Grantee's Approval) of this Deed; d) does not involve disturbing by such extraction more than one(1) acre of the Property at one time, and uses methods of mining that may have a limited and localized impact on the real property but are not irremediably destructive of the Conservation Values; and e) Grantor ensures that an area so disturbed is reclaimed within a reasonable time by refilling or some other reasonable reclamation method. This provision shall be interpreted in a manner consistent with I.R.C. § 170(h), as amended, and the Treasury Regulations adopted pursuant thereto. ii. Third Party Mineral Rights. Grantor does not own all of the Minerals located on,under, or in the Property or otherwise associated with the Property. One or more third parties may have the right to explore for, develop, mine, extract or remove the Minerals. a. Grantor agrees that by granting this Easement to Grantee, it has granted to Grantee a portion of its rights as owner of the Property on which the exploration, development,mining, extraction or removal of any Minerals may be conducted. Within ten(10)days, Grantor shall provide notice to Grantee of any contact,whether verbal or written,from a third party Mineral owner,lessee or operator. b. Grantor shall not enter into any Mineral Document without Grantee approval pursuant to Sections 17(Grantor's Notice) and 18 (Grantee's Approval) of this Deed to ensure that said document is consistent with the Purpose and this Section, and Grantee shall be a party (00246012/2} Page 14 to any such agreement, if Grantee chooses, in its sole discretion. Grantee shall have the right to charge a fee to Grantor for time and costs associated with review of any Mineral Document. c. Grantor affirmatively grants to Grantee the right,but not the obligation, to object to, on Grantor's behalf, any administrative application,permit or other regulatory approval to be granted by any federal, state or local government body or agency, including any permit conditions in accordance with state law and regulations,and Grantor shall not grant its approval or acceptance of any such application,permit, permit conditions or other regulatory approval without Grantee's approval pursuant to Sections 17(Grantor's Notice) and 18 (Grantee's Approval) of this Deed. Grantor affirmatively grants to Grantee the right,but not the obligation, to appeal a decision of the Colorado Oil and Gas Commission or any other federal, state or local government body or agency, on Grantor's behalf. E. Recreation. Grantor may undertake low-impact recreational uses such as wildlife watching,hiking, cross-country skiing,snowmobiling,hunting, fishing and other similar low-impact recreational activities,provided they are consistent with the Purpose. Grantor reserves the right to lease portions of the Property for hunting and fishing, including access to the Eagle River. These uses are specifically excluded from the Restricted Practices in Section 6D of this Deed. F. Water Rights. Pursuant to C.R.S. § 38-30.5-102, which authorizes the inclusion of"water rights beneficially used upon the land...owned by Grantor"in a conservation easement, the Property subject to this Easement includes any and all right, title and interest in and to the water rights described in Exhibit C ("Water Rights"). i. Permitted Uses of Water Rights. The Parties agree that the Water Rights are hereby dedicated and restricted exclusively to be used for the preservation and protection of the Conservation Values("Permitted Water Uses"), and that Grantor shall continue to maintain their historic beneficial use, except as otherwise provided herein. ii. Restrictions on Water Rights. Grantor shall not transfer, encumber, sell, lease or otherwise separate the Water Rights from the Property. Grantor shall not abandon or allow abandonment of the Water Rights by action or inaction. Grantor shall not change the historic beneficial use of the Water Rights unless Grantee determines that said change is consistent with the Purpose, pursuant to Sections 17(Grantor's Notice) and 18(Grantee's Approval) of this Deed. No change of the point of diversion of the Water Rights shall be submitted for judicial approval unless Grantee determines that the proposed change of point of diversion is consistent with the Purpose, pursuant to Sections 17 (Grantor's Notice) and 18 (Grantee's Approval) of this Deed. Grantor shall be permitted to pipe portions of the Sherwood Ditch as necessary to control ditch erosion or to (0024601 2/2 1 Page 15 efficiently convey the water from its point of diversion,provided,however,that all pipe shall be placed underground except where impracticable because of steep terrain, and after the installation of any pipe, Grantor shall promptly restore any disturbed area to a condition consistent with the Purpose. iii. Protection of Water Rights. Grantor shall cooperate with Grantee to help assure the continued historical beneficial use of the Water Rights in order to preserve and protect the Conservation Values. Grantee may request that Grantor report to Grantee annually regarding the nature and extent of Grantor's use of the Water Rights during the prior year,which report need not be in writing. Grantor shall also provide Grantee with copies of any reports or correspondence submitted to the State or Division Engineer or Water Commissioner. Grantor shall provide Grantee with a copy of any written notice or pleadings received by Grantor from any state water official or any other person concerning the possible abandonment of the Water Rights within 30 days of receipt thereof. iv. Abandonment of Water Rights. If the Water Rights appear on decennial abandonment list, or if Grantee reasonably determines that the Water Rights are subject to a threat of abandonment, Grantee shall give Grantor written notice of such threat. Grantor shall also by considered notified if Grantor receives notice from any state water official or any other person concerning the possible abandonment of the Water Rights. Upon notification, the Parties shall work in good faith to develop and implement a mutually acceptable strategy to cure the threat of abandonment. Grantor shall have ninety(90) days from notification to demonstrate action to rebut the presumption of abandonment of the Water Rights. If the Parties cannot reach a mutual agreement, or Grantor has failed to take action to cure the threat of abandonment of the Water Rights within ninety(90) days of notification, Grantee shall,in addition to any other remedies available to Grantee under this Deed or by law,have the right to(i) enter upon the Property and undertake any and all actions reasonably necessary to continue the historical use of the Water Rights; (ii) seek removal of the Water Rights from the abandonment list; and(iii) defend the Water Rights against any other claim of abandonment. Grantor agrees to reasonably cooperate in any manner necessary to accomplish Grantee's election and agrees to reimburse Grantee for any and all actual and reasonable costs associated with the actions taken by Grantee, and at Grantee's request, agrees to authorize and appoint Grantee as its agent and attorney-in-fact to file for and obtain any administrative or judicial approvals required to effectuate Grantee's election. v. Spring/Future Well Serving Residential Improvements. Notwithstanding anything herein to the contrary, Grantee acknowledges that Grantor has developed and historically used an existing spring to serve the Residential Improvements. Grantor reserves the right to repair,replace, operate, improve or adjudicate the spring and all related water infrastructure and to drill one or more exempt wells within the Residential Building Envelope or Tree (00246012/2 J Page 16 Nursery Envelope to serve existing or future Residential Improvements and Agricultural Improvements permitted by this Deed. 6. Restricted Practices. A. Subdivision. Grantor and Grantee agree that the division, subdivision or de facto subdivision of the Property,whether by legal or physical process,into two or more parcels of land or partial or separate interests (including,but not limited to, condominium interests or the partition of undivided interests) is prohibited. At all times Grantor shall own and convey the Property as a single parcel which shall be subject to the terms and conditions of this Easement. Grantor may own the single parcel by joint tenancy or tenancy in common, consistent with Section 28(Joint and Several Liability) of this Deed; provided,however, that Grantor shall not undertake any legal proceeding to partition, subdivide or divide in any manner such undivided interests in the single parcel. B. Surface Disturbance. Except as otherwise set forth herein, any alteration of the surface of the land, including without limitation,the movement, excavation, extraction or removal of soil, sand, gravel,rock,peat or sod, is prohibited, unless such alteration is associated with permitted acts on and uses of the Property and is consistent with the Purpose. C. Existing Water Features. The maintenance and repair of existing non- domestic water improvements such as ponds,reservoirs, stock tanks, center pivot sprinklers, irrigation ditches,pipes,headgates, flumes,pumps, or wells is permitted without the approval of Grantee. The maintenance and repair of existing springs used for domestic purposes is also permitted without the approval of Grantee. The construction of new water improvements or enlargement of existing water improvements, excluding ponds and reservoirs, is permitted provided that such activity is consistent with the Purpose,pursuant to Sections 17(Grantor's Notice) and 18 (Grantee's Approval) of this Deed. The enlargement of existing ponds or reservoirs, or the construction of new ponds or reservoirs,is permitted provided that Grantee determines that said activities are consistent with the Purpose,pursuant to Sections 17(Grantor's Notice) and 18 (Grantee's Approval) of this Deed. Any portion of the Property that is disturbed by the maintenance,repair,construction or enlargement of water improvements shall be restored to a condition that is consistent with the Purpose promptly after said activity is completed. D. Commercial or industrial Activity. Grantor shall not conduct industrial uses on the Property. Grantor shall not conduct commercial uses of the Property that are not consistent with the Purpose. Grantee acknowledges that the commercial uses permitted within the Tree Nursery Envelope are consistent with the Purpose. E. Feed Lot. Grantor shall not establish or maintain a feed lot. For purposes of this Deed,"feed lot"means a permanently constructed confined area or facility which is used and maintained continuously and exclusively for purposes of warm-up or fattening large numbers of livestock for market. Nothing in this Section shall prevent (00246012/2) Page 17 Grantor from seasonally confining livestock into an area, corral or other facility for warm-up or feeding, or from leasing pasture for the grazing of livestock owned by others. F. Public Access. Other than the Eagle Valley Regional Trail and the Stone Quarry Access,which will provide public access to portions of the Property,nothing contained herein shall be construed as affording the public access to any portion of the Property, although Grantor may permit public access to the Property on such terms and conditions as it deems appropriate,provided that such access is consistent with the Purpose. G. Trash. Grantor may not dump or accumulate any kind of trash, sludge, or refuse on the Property, except for farm-related trash and refuse produced on the Property that is disposed of in a manner that is consistent with the Purpose. Grantor may store or accumulate agricultural products and by-products on the Property in accordance with all applicable government laws and regulations and is consistent with the Purpose. H. Hazardous Materials. Grantor may use agri-chemicals on the Property in accordance with all applicable federal, state or local laws. For purposes of this Deed, "Hazardous Materials"shall mean any"hazardous substance"as defined in §9601(14) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended ("CERCLA"), "pollutant or contaminant" as defined in § 9601(33)of CERCLA, or any hazardous waste as defined in C.R.S. §25-15-101(6). 40 C.F.R. § 302.4 provides a non-exhaustive list of over 600 substances that qualify as hazardous substances under CERCLA. The use, treatment, storage, disposal,or release of Hazardous Materials shall only be permitted in accordance with applicable, federal, state and local law and regulations. I. Weed Control. The Parties recognize the potential negative impact of noxious weeds and invasive plant species on the Conservation Values. Grantor shall manage noxious weeds and invasive plant species in a manner consistent with the Purpose. Grantee has no responsibility for the management of noxious weeds and invasive plant species. J. Motorized Vehicle Operation. The operation of motorized vehicles for purposes associated with permitted acts on and uses of the Property is permitted provided that such operation is consistent with the Purpose. Notwithstanding the foregoing, Grantor and Grantee agree that the operation of motorized vehicles for use by the general public is expressly prohibited except as otherwise permitted on the Eagle Valley Regional Trail,the Stone Quarry Access and public highways. K. Easements,Rights of Way or Other Interests. The conveyance or modification of an easement,right of way,Mineral Document or other similar interest is prohibited unless Grantee determines that the proposed conveyance or modification is consistent with the Purpose,pursuant to Sections 17(Grantor's Notice) and 18 (Grantee's Approval) of this Deed. Grantee shall not unreasonably deny approval of an 100246012/2/ Page 18 easement to be conveyed to a utility provider for distribution of,but not transmission of, utilities. L. Other Restricted Uses. Grantor shall not construct or establish golf courses, athletic fields, race tracks, shooting ranges, sod farms,helicopter pads, and airstrips. 7. Intentionally Deleted. 8. Responsibilities of Grantor and Grantee Not Affected. Other than as specified herein, this Deed is not intended to impose any legal or other responsibility on Grantee, or in any way to affect any existing obligations of Grantor as owner of the Property. Additionally,unless otherwise specified below, nothing in this Deed shall require Grantor to take any action to restore the condition of the Property after any Act of God or other event over which Grantor had no control. Grantor shall continue to be solely responsible and Grantee shall have no obligation for the upkeep and maintenance of the Property and Grantor understands that nothing in this Deed relieves Grantor of any obligation or restriction on the use of the Property imposed by law. Among other things, this shall apply to: A. Taxes. Grantor shall continue to be solely responsible for payment of all taxes and assessments levied against the Property. If Grantee is ever required to pay any taxes or assessments on its interest in the Property, Grantor will reimburse Grantee for the same. If for any reason Grantor fails to pay any taxes, assessments or similar requisite charges, Grantee may pay such taxes, assessments or similar requisite charges, and may bring an action against Grantor to recover all such taxes, assessments and similar charges plus interest thereon at the rate charged delinquent property taxes by the county assessor's office in which the Property is located. B. Liability. Grantor shall indemnify, defend, and hold the Board, Eagle County, and Grantee and its members, officers, directors,employees, agents and contractors (collectively, the "Indemnified Parties")harmless from and against any and all loss, damage, cost, or expense, including reasonable attorneys'fees, arising from or in any way related to: (i)injury to or the death of any person,or damage to property, occurring on or about or related to the Property,unless due solely to the act or omission of the Indemnified Parties; (ii) the obligations under this Deed; (iii)the presence or release of hazardous materials on,under, or about the Property under Section 6H of this Deed; (iv)the existence of any underground storage tanks on the Property; or(v)the violation or alleged violation of, or other failure to comply with any state, federal, or local law, regulation, or requirement, including,without limitation, CERCLA and state hazardous waste statutes,by any person other than any of the Indemnified Parties,in any way affecting,involving, or relating to the Property. Grantee shall indemnify, defend and hold Grantor, its trustees,beneficiaries, officers, employees, consultants, advisors, representatives, assigns, successors and heirs harmless from and against any and all loss, cost or expense, including reasonable attorney's fees, arising from or in any way related to injury to or death of any person or damage to property of any kind,occurring on or (00 246012/2) Page 19 about or related to the Property arising out of the actions of Grantee and its members, officers, directors, employees, agents and contractors on the Property. 9. Enforcement. If Grantee finds what it believes is a violation of the terms of this Deed, Grantee shall immediately notify Grantor and the Board in writing of the nature of the alleged violation("Notice of Violation"). Upon receipt of the Notice of Violation, Grantor shall immediately discontinue the activity or use that has caused the alleged violation and shall either: (a) restore the Property to its condition prior to the violation in accordance with a written restoration plan("Restoration Plan"); or(b)provide a written explanation to Grantee of the reason why the alleged violation should be permitted. The Restoration Plan shall be submitted to Grantee within thirty(30) days after Grantor's receipt of the Notice of Violation, or within a longer time period if Grantee agrees it is not reasonably possible to finalize a Restoration Plan within said time frame. The Restoration Plan shall be approved or disapproved based on it being consistent with the Purpose by Grantee in writing within thirty(30) days after its submittal. If Grantee fails to respond in writing within thirty(30)days after Grantor's submittal to Grantee of a Restoration Plan,the Restoration Plan shall be deemed approved. Grantor shall begin restoring the Property in accordance with the Restoration Plan within ten(10) days after it is approved or deemed approved by Grantee and diligently pursue such cure to completion in compliance with the terms of the approved Restoration Plan. If it is not possible or is unreasonable to begin restoring the Property within ten (10) days, Grantor shall notify Grantee and commence as soon as it is possible or reasonable to commence restoration of the Property pursuant to the Restoration Plan. If the condition described in clause(b) above occurs,both parties agree to meet within thirty(30) days to resolve this difference. If the parties are unable to resolve the dispute at the meeting, Grantee may, at its reasonable discretion,take appropriate legal action. If after receipt of the Notice of Violation, Grantor continues the activity or use that caused the alleged violation or if a court with jurisdiction determines that a violation is imminent, exists,or has occurred, Grantee may get an injunction to stop it, temporarily or permanently prior to the parties meeting and prior to completion of the Restoration Plan. A court may also issue an injunction to require Grantor to restore the Property to its condition prior to the violation, and may order Grantor to pay any restoration costs necessitated by Grantor's violation of the terms of this Deed. Grantor shall pay reasonable costs incurred by Grantee in enforcing the terms of this Easement against Grantor, including,without limitation,reasonable costs and expenses of suit, and reasonable attorneys'fees and any reasonable costs of restoration necessitated by Grantor's violation of the terms of this Easement. If Grantor prevails over Grantee in a legal action, Grantor shall not be responsible for payment of the reasonable costs incurred by Grantee, including,without limitation, reasonable costs and expenses of suit and reasonable attorneys' fees. Grantee's remedies described in this Section shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity,including the right to recover any damages for loss of Conservation Values. Enforcement of the terms of this Easement shall be at the discretion of Grantee, and the failure of Grantee to discover a violation or to take action shall not waive any of Grantee's rights, claims or interests in pursuing any such action at a later date. 10. Transfer of Easement. (00146011/2 Page 20 A. Grantee shall have the right to transfer this Deed to any public agency or private non-profit organization that, at the time of transfer: (i) is a "qualified organization"under I.R.C. § 170(h); (ii) is authorized to hold conservation easements under C.R.S. §§38-30.5-101, et seq. and C.R.S. §12-61-720, (iii) expressly agrees in writing to abide by the terms of this Easement and to assume the responsibility imposed on Grantee by this Easement; and (iv)is approved in writing by the Board and Eagle County in their respective sole and absolute discretion. Grantee shall provide the Board and Eagle County with a written request to assign the Deed at least forty-five(45)days prior to the date proposed for the assignment transaction. Grantee shall notify Grantor in advance of any proposed transfers. B. The Board or Eagle County shall have the right to require Grantee to assign its rights and obligations under this Easement to a different organization if Grantee ceases to exist; is unwilling,unable, or unqualified to enforce the terms and provisions of this Easement; or is unwilling or unable to effectively monitor the Property for compliance with this Easement at least once every calendar year. Prior to any assignment under this Section 10, the Board and Eagle County shall consult with Grantee and provide Grantee an opportunity to address the Board's or Eagle County's concerns. If the Board's or Eagle County's concerns are not addressed to its satisfaction,the Board or Eagle County may require that Grantee assign this Deed to an organization designated by the Board and Eagle County that complies with Section 10A of this Deed. C. If Grantee desires to transfer this Deed to a qualified organization having similar purposes as Grantee,but the Board or Eagle County has refused to approve the transfer, a court with jurisdiction shall transfer this Deed to another qualified organization having similar purposes and that agrees to abide by the terms of this Easement and to assume the responsibility imposed on Grantee by this Easement, provided that the Board and Eagle County shall have adequate notice of and an opportunity to participate in the court proceeding leading to the court's decision on the matter. D. Upon compliance with the applicable portions of this Section 10, the parties shall record an instrument completing the assignment in the Eagle County Clerk and Recorder's Office. Assignment of the Deed shall not be construed as affecting the Easement's perpetual duration and shall not affect the Easement's priority against any intervening liens,mortgages, easements, or other encumbrances. 11. Transfer of Property. Any time a fee simple interest in the Property or a portion thereof is transferred by Grantor to any third party(specifically excluding leases and easements), Grantor shall pay a transfer fee of$1,000 to Grantee to be used for purposes consistent with Grantee's mission. Grantor shall notify Grantee in writing within(5)business days after closing using the form in Exhibit D attached hereto and made a part of this Deed, and shall attach to the form a copy of the new ownership deed. Grantee reserves the right to record a notice of transfer fee in the official real property records of Eagle County, Colorado. This provision is intended to run with the land for perpetuity, and to touch and concern the Property burdened by this easement by providing Grantee a contribution toward its stewardship, enforcement and defense of this Easement. If a fee is attributable to a transfer of property classified as "residential real (00246012/2) Page 21 property," as defined in C.R.S. § 38-35-127(2)(e), then the Grantee covenants and agrees that the fee shall be used for the purposes specified in C.R.S. § 38-35-127(2)(b)(V)in a manner consistent with the Grantee's mission. 12. Condemnation. Grantor shall notify Grantee, the Board and Eagle County immediately of any communication or notice received concerning any proposed taking or condemnation affecting the Property, and Grantee shall have the right to participate in any proceedings as a real property interest holder. Grantee may pursue any remedies in law or in equity, including opposition to the condemnation of the Property. If the Property or any part thereof or interest therein is sold or conveyed to a condemning authority under threat of condemnation or taken through condemnation or other involuntary conversion, Grantee shall be entitled to compensation determined as provided in Section 14 of this Deed. 13. Termination or Extinguishment of Easement. Except as provided in Section 12 (Condemnation)of this Deed, this Easement or any part hereof may only be terminated or extinguished by judicial proceedings in a court of competent jurisdiction. The only ground upon which this Easement can be terminated or extinguished is the total loss of all Conservation Values. If termination or extinguishment occurs, Grantee shall be entitled to compensation determined as provided in Section 14 of this Deed. 14. Compensation upon Condemnation, Termination, or Extinguishment. A. The Parties acknowledge that an appraisal of the Property has been completed that indicates that the fair market value of the Easement is percent ( %) of the full fair market value of the Property unrestricted by this Easement ("Proportionate Value Percentage"), which percentage shall remain constant and shall be applied pursuant to Treas.Regs. § 1.170A-14(g)(6)(ii). B. If the Property is condemned,in whole or in part, as discussed in Section 12 of this Deed, or if this Easement is terminated or extinguished pursuant to Section 13 (Termination or Extinguishment of Easement) of this Deed, Grantee shall be entitled to a share of the proceeds of such action equal to the Proportionate Value Percentage of the full fair market value of the Property unrestricted by this Easement pursuant to Treas. Regs. § 1.170A-14(g)(6)(ii), excluding the value of any improvements. Grantor shall not voluntarily accept proceeds equal to less than full fair market value of the affected Property unrestricted by this Easement without the approval of Grantee, the Board and Eagle County. The Board shall be entitled to receive percent( %) of Grantee's share of the proceeds. Eagle County shall be entitled to percent( %)of Grantee's share of the proceeds. Upon receipt of Grantee's share of the proceeds, Grantee shall promptly remit to the Board and Eagle County, each body's respective share of these proceeds. C. Grantee's use of its share of such proceeds shall comply with Treas. Regs. § 1.170A-14(g)(6). (00246012/2) Page 22 I D. Grantee's remedies described in this Section shall be cumulative and shall be in addition to any and all remedies now or hereafter existing at law or in equity, including the right to recover any damages for loss of Conservation Values as described in C.R.S. §38-30.5-108. 15. Perpetual Duration. This Easement shall be a servitude running with the land in perpetuity. The provisions of this Deed that apply to Grantor or Grantee shall also apply to their respective agents, trustees,beneficiaries,heirs, executors, administrators, assigns, and all other successors as their interests may appear;provided,however,that each party's rights and obligations under this Easement shall terminate(as to such party,but not as to such party's successor, who shall be bound as provided herein)upon a transfer of the party's entire interest in this Easement or the Property, except that liability of such transferring party for act or omissions occurring prior to such transfer shall survive the transfer. 16. Change of Circumstance. A. Economic Value. The fact that any use of the Property that is prohibited by this Easement, or any other use as determined by Grantee to be inconsistent with the Purpose of this Easement, may become economically more valuable than permitted uses has been considered by Grantor in granting this Easement. It is the intent of both Grantor and Grantee that such circumstances shall not justify the termination or extinguishment of this Easement pursuant to Section 13 of this Deed. In addition,the inability to carry on any or all of the permitted uses, or the unprofitability of doing so, shall not impair the validity of this Easement or be considered grounds for its termination or extinguishment pursuant to Section 13 of this Deed. B. Agricultural Value. In the event Grantor no longer uses the Property for agricultural purposes, Grantee may request that Grantor and Grantee develop an acceptable plan to ensure appropriate land cover consistent with Purpose. The expense of developing and implementing said plan shall be paid for by Grantor. 17. Grantor's Notice. Where Grantor's notice is required in this Deed, Grantor shall notify Grantee in writing not less than sixty(60) calendar days prior to the date Grantor intends to undertake the activity in question. The written notice shall describe the proposed activity in sufficient detail (i.e. location, size, scope, design, nature)to allow Grantee to evaluate the consistency of the proposed activity with the pertinent terms of this Easement. 18. Grantee's Approval. Where Grantee's approval is required in this Deed, Grantee shall grant or withhold its approval in writing within thirty(30) calendar days of receipt of Grantor's written notice thereof. Grantee's decision maybe withheld if Grantee provides notice that it is unable to immediately evaluate the proposed action but in no event shall Grantee's inaction extend beyond an additional thirty(30) calendar days. Grantor shall not engage in the proposed act or use until Grantor receives Grantee's approval in writing. 19. Notices. Any notice that either party is required to give to the other in writing shall be transmitted via registered or certified U.S.mail with return receipt requested, overnight 100246012/2/ Page 23 delivery service or served personally to the following addresses which addresses may change from time to time by a party giving written notice in the manner set forth above(as of the date of this Deed, the parties acknowledge that U.S.mail does not deliver to physical addresses in Avon or Eagle, Colorado): Grantor: Dan Leary The Piney Valley Ranches Trust P.O. Box 9429 0101 Fawcett Rd., Suite 210 Avon, CO 81620 Phone: 970-949-6776 With a copy to: Richard A. Johnson Johnson & Repucci LLP 2521 Broadway, Suite A Boulder, CO 80304 Phone: (303) 442-1900 Grantee: Eagle Valley Land Trust PO Box 3016 Edwards, CO 81632 Phone: 970-748-7654 Eagle County: Toby Sprunk, Open Space Director Bryan Treu, Eagle County Attorney P.O. Box 850 500 Broadway Eagle, CO 81631 Phone: 970-328-8698 Board: Executive Director State Board of the Great Outdoors Colorado Trust Fund 303 E. 17th Avenue, Ste 1060 Denver, CO 80203 20. Liens on the Property. A. Current Liens. There are currently two (2) deeds of trust encumbering the Property, which deeds of trust shall be subordinated to the terms of this Deed by the recordation of separate instruments immediately after the recordation of this Deed. B. Subsequent Liens. No provisions of this Deed should be construed as impairing the ability of Grantor to use this Property as collateral for subsequent borrowing. Any mortgage or lien arising from such a borrowing is subordinate to this Easement. [00246012/2 J Page 24 21. No Merger,Abandonment,Release, or Adverse Possession. If Grantee wishes to acquire fee title to the Property or any additional interest in the Property(such as a leasehold), Grantee must first obtain the written approval of the Board and Eagle County. As a condition of such approval,the Board or Eagle County may require that the Grantee first transfer the Deed to another qualified organization consistent with Section 10 of this Deed. The Deed shall not be extinguished, in whole or in part,through the legal doctrine of merger in view of the public interest in its enforcement. This Deed cannot be abandoned,released, or affected by adverse possession. 22. Grantor's Representations and Warranties. A. Except as provided in Section 20 of this Deed, Grantor warrants that Grantor: (i)has good and sufficient title to the Property, free from all liens and encumbrances securing monetary obligations except ad valorem property taxes for the current year; (ii)has the right to grant access to the Property to Grantee for the purposes described in this Deed and has in fact granted said access to Grantee; and (iii)hereby promises to defend title to the Property against all claims that may be made against it by any person claiming by, through, or under Grantor. B. Grantor represents and warrants that to the best of its knowledge(defined as the personal knowledge of Daniel J. Leary,Trustee), and without duty of inquiry or investigation: i. Except for uses in the ordinary course of historical agricultural operations and residential uses,no hazardous substance or toxic waste exists nor has been generated,treated, stored, used,disposed of, deposited, or transported, in, on, or across the Property, and that there are no underground storage tanks located on the Property; ii. Grantor and the Property are in compliance with all federal, state, and local laws,regulations and requirements applicable to the Property and its use; iii. There is no pending or threatened litigation in any way affecting, involving, or relating to the Property; and iv. 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. 23. Acceptance. Grantee hereby accepts without reservation the rights and responsibilities conveyed by this Deed for which no goods or services were exchanged or provided. (00246012/21 Page 25 24. General Provisions: A. Severability. If any provision of this Deed,or the application thereof to any person or circumstance,is found to be invalid,the remainder of the provisions of this 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 not be affected thereby. B. Captions. 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. C. Waiver of Defenses. Grantor hereby waives any defense of laches, estoppel or prescription and acknowledges and agrees that the one-year statute of limitation provided under C.R.S. § 38-41-119 does not apply to this Easement, and Grantor waives any rights of Grantor pursuant to such statute. D. Controlling Law and Liberal Construction. The provisions of this Deed are subject to the laws of the United States and the State of Colorado as amended(or any successor provision then applicable), and the applicable regulations promulgated thereunder. The provisions of this Deed are to be liberally construed in favor of the Purpose, and any ambiguities or questions regarding the validity of specific provisions shall be interpreted in favor of maintaining the Purpose. Any decisions resolving such ambiguities or questions shall be documented in writing. E. 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; all counterparts, when taken together, shall constitute this instrument. F. Amendment. If circumstances arise under which an amendment to or modification of this Easement would be appropriate, Grantor and Grantee are free to jointly amend this Easement;provided that no amendment shall be allowed that will confer a private benefit to Grantor or any other individual greater than the benefit to the general public(see IRS Reg. 1.170A-14(h)(3)(i)) or result in private inurement for a Board member, staff or contract employee of Grantee(see IRS Reg. 1.501(c)(3)-1(c)(2)), or affect the qualifications of this Easement under any applicable laws. Any amendment shall be consistent with Grantee's, the Board's and Eagle County's policies,must notbe inconsistent with the preservation and protection of the Conservation Values, shall not affect the perpetual duration of the Easement, and shall receive the Board's and Eagle County's prior written approval. Grantee shall have the right to charge a reasonable fee to Grantor for time and costs associated with any amendment. Any amendment must be in writing,signed by both parties, and recorded in the official records of Eagle County, Colorado. In order to preserve the Deed's priority, the Board or Eagle County may require that Grantee obtain subordinations of any liens,mortgages, easements,or other encumbrances. For the purposes of the Board's or Eagle County's approval,the term (00246012/2) Page 26 "amendment"means any instrument that purports to alter in any way any provision of or exhibit to this Deed. Nothing in this paragraph shall be construed as requiring Grantee, the Board or Eagle County to agree to any particular proposed amendment. G. Entire Agreement. This instrument sets forth the entire agreement of the parties with respect to the terms of this Easement and supersedes all prior discussions, negotiations,understandings, or agreements relating to the terms of this Easement, all of which are merged herein. H. Termination of the Board. In the event that Article XXVII of the Colorado Constitution,which established the Board, 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. 25. Development Rights. For purposes of this Deed, "Development Rights"are defined as all present or future rights to (i) construct,place,replace,modify, enlarge,maintain or repair any improvements on the Property; or(ii)receive credit for density for development on or off the Property. By this Deed, Grantor conveys to Grantee all Development Rights associated with the Property except those Development Rights specifically reserved by Grantor in this Deed,which include but may not be limited to,the right to make new Residential Improvements, new Agricultural Improvements and Minor Agricultural Improvements pursuant to Sections 4A, B,C and D of this Deed. Therefore, Grantor does not have the right to use or transfer any Development Rights conveyed to Grantee by this Deed. 26. Recording. Grantor shall record this Deed in timely fashion in the official real property records of Eagle County, Colorado, and Grantee may re-record it at any time as may be required to preserve its rights in this Easement. 27. No Third Party Enforcement. This Deed is entered into by and between Grantor and Grantee and does not create rights or responsibilities for the enforcement of the terms of this Deed in any third parties except as expressly reserved herein. 28. Joint and Several Liability. If Grantor at any time owns the Property in joint tenancy or tenancy in common, Grantor shall be jointly and severally liable for all obligations set forth in this Easement. 29. Environmental Attributes. Grantor hereby reserves all Environmental Attributes associated with the Property. "Environmental Attributes" shall mean any and all tax or other credits,benefits, renewable energy certificates, emissions reductions, offsets, and allowances (including but not limited to water, riparian, greenhouse gas,beneficial use, and renewable energy), generated from or attributable to the conservation,preservation and management of the Property in accordance with this Easement.Nothing in this Section 29 shall modify the restrictions imposed by this Deed or otherwise impair the preservation and protection of the Conservation Values. /00246012/21 Page 27 30. Tax Benefits. Grantor acknowledges that Grantor is responsible for obtaining legal and accounting counsel to advise Grantor regarding the applicability of federal or state tax benefits that might arise from the donation of the Easement. Grantee makes no representation or warranty that Grantor will receive tax benefits for the donation of the Easement. 31. Authority to Execute. Each party represents to the other that such party has full power and authority to execute and deliver this Deed, and perform its obligations under this Easement, that the individual executing this Deed on behalf of said party is fully empowered and authorized to do so, and that this Deed constitutes a valid and legally binding obligation of said party enforceable against said party in accordance with its terms. 32. Deed Correction_ The parties shall cooperate to correct mutually acknowledged errors in this Deed(and exhibits hereto), including typographical, spelling, or clerical errors. Such correction shall be by recorded written agreement signed by the parties, and shall be approved by the Board. 33. County Approval. Although Eagle County has funded the acquisition of a property interest as described in this Deed,nothing in this Deed shall be construed to mean that any uses, structures or construction permitted herein have been given approval by Eagle County in its governmental capacity. To the extent that any provision of this Deed differs from the land use regulations of Eagle County,the more restrictive provision shall apply. Grantor shall be solely responsible for obtaining all approvals necessary for the lawful use of the Property. All the proposed improvements and reserved rights identified herein continue to be subject to separate review and approval under the Eagle County Land Use Regulation and nothing herein shall be considered pre-approval by Eagle County of the same. TO HAVE AND TO HOLD, this Deed of Conservation Easement unto Grantee, its successors and assigns, forever. (SIGNATURE PAGES TO FOLLOW) 100 246012/2 1 Page 28 IN WITNESS WHEREOF, Grantor and Grantee, intending to legally bind themselves, have set their hands on the date first written above. GRANTOR: THE PINEY VALLEY RANCHES TRUST By: Daniel J.Leary,Trustee STATE OF COLORADO ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this_day of 20 ,by Daniel 3. Leary as Trustee of The Piney Valley Ranches Trust. Witness my hand and official seal. My commission expires: Notary Public 100246012/2 1 Page 29 GRANTEE: EAGLE VALLEY LAND TRUST, a Colorado non-profit corporation By: Kara Heide, Executive Director STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this day of 20 ,by Kara Heide as Executive Director of Eagle Valley Land Trust, a Colorado non-profit corporation. Witness my hand and official seal. My commission expires: Notary Public (00246012/2 J Page 30 EXHIBIT A Legal Description of the Property (D0 246072/2 1 Page 31 EXHIBIT B Map of Property 100246012/2) Page 32 EXHIBIT B-i Residential Building Envelope 100246012/2 1 Page 33 EXHIBIT B-2 Tree Nursery Envelope [00 246012/2/ Page 34 EXHIBIT C Water Rights (002460/2/2) Page 35 EXHIBIT D Sample Notice of Transfer of Property To: Eagle Valley Land Trust("Grantee") From: [Insert name of fee owner] ("Grantor") Pursuant to Section 11 of the Deed of Conservation Easement recorded (date) under reception number , Grantee is hereby notified by Grantor of the transfer of the fee simple interest in the subject Property legally described in Exhibit A attached hereto effective [insert date of closing] to [insert name of new Grantor],who can be reached at [insert name, legal address, phone and fax number]. Also pursuant to Section 11 of the aforementioned Deed of Conservation Easement, a copy of the new ownership deed is attached. GRANTOR: By: Title: STATE OF COLORADO ) )ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 200 ,by as of Witness my hand and official seal. My commission expires: Notary Public Date: 100246012/2 i Page 36 EXHIBIT D TABLE A ALTA STANDARDS 31 {00251953/3} . �� k� � American Land Title Association Minimum Standard Detail Requirements American Congress on Surveying and Mapping For ALTAiACSM Land Title Surveys Effective 2/23/2011 TABLE A OPTIONAL SURVEY RESPONSIBILITIES AND SPECIFICATIONS NOTE: The items of Table A must be negotiated between the surveyor and client. It may be necessary for the surveyor to qualify or expand upon the description of these items (e.g., in reference to Item 6(b), there may be a need for an interpretation of a restriction). The surveyor cannot make a certification on the basis of an interpretation or Opinion of another party. Notwithstanding Table A Items 5 and 11(b), if an engineering design survey is desired as part of an ALTA/ACSM Land Title Survey, such services should be negotiated under Table A, item 22. If checked,the following optional items are to be included in the ALTAIACSM LAND TITLE SURVEY,except as otherwise qualified(see note above): 1. 3( Monuments placed(or a reference monument or witness to the corner)at all major corners of the boundary of the property, unless already marked or referenced by existing monuments or witnesses. 2. )( Address(es) if disclosed in Record Documents, or observed while conducting the survey. 3. Flood zone classification(with proper annotation based on federal Flood insurance Rate Maps or the state or local equivalent)depicted by scaled map location and graphic plotting only. 4. Gross land area(and other areas if specified by the client). 5• Vertical relief with the source of information (e.g.ground survey or aerial map), contour interval, datum, and originating benchmark identified. 6. (a) Current zoning classification, as provided by the insurer. (b) Current zoning classification and building setback requirements, height and floor space area restrictions as set forth in that classification, as provided by the insurer. If none, so state. 7. (a)Exterior dimensions of all buildings at ground level. (b)Square footage of: (1) exterior footprint of all buildings at ground level, (2) other areas as specified by the client. (c)Measured height of all buildings above grade at a location specified by the client. If no location is specified,the point of measurement shall be identified. AMERICAN mfuq. LAND TiTIF n550C'I,\T ILNI^ Page 8oflQ �� &9 _! VSI_'.S Copyright 2011. All rights reserved. American Land Title Association and American Congress on Surveying and Mapping. American Land Title Association Minimum Standard Detail Requirements American Congress on Surveying and Mapping For ALTA/ACSM Land Title Surveys Effective 2/23/2011 8. Substantial features observed in the process of conducting the survey(in addition to the improvements and features required under Section 5 above)such as parking lots, billboards, signs, swimming pools, landscaped areas, etc. 9. Striping, number and type(e.g. handicapped, motorcycle,regular, etc.)of parking spaces in parking areas, lots and structures. 10. (a) Determination of the relationship and location of certain division or party walls designated by the client with respect to adjoining properties(client to obtain necessary permissions). (b)Determination of whether certain walls designated by the client are plumb(client to obtain necessary permissions). 11. Location of utilities(representative examples of which are listed below)existing on or serving the surveyed property as determined by: X (a) Observed evidence. (b) Observed evidence together with evidence from plans obtained from utility companies or provided by client, and markings by utility companies and other appropriate sources (with reference as to the source of information). • Railroad tracks, spurs and sidings; • Manholes, catch basins, valve vaults and other surface indications of subterranean uses; • Wires and cables(including their function, if readily identifiable)crossing the surveyed property, and all poles on or within ten feet of the surveyed property. Without expressing a legal opinion as to the ownership or nature of the potential encroachment, the dimensions of all encroaching utility pole crossmembers or overhangs;and • utility company installations on the surveyed property. Note-With regard to Table A, item 11(b),source information from plans and markings will be combined with observed evidence of utilities to develop a view of those underground utilities. However, lacking excavation, the exact location of underground features cannot be accurately, completely and reliably depicted. Where additional or more detailed information is required, the client is advised that excavation may be necessary. 12. Governmental Agency survey-related requirements as specified by the client, such as for ' HUD surveys, and surveys for leases on Bureau of Land Management managed lands. 13. X Names of adjoining owners of platted lands according to current public records. 14. Distance to the nearest intersecting street as specified by the client. 15. Rectified orthophotography, photogrammetric mapping, airbomelmobile laser scanning and other similar products, tools or tan® technologies as the basis for the showing the location of — AMEBIC-+N F •' lANO Tt rI S ��� r AStn CtAring • Page 9 of 10 epj} J , • — SP _ Copyright 2011. M rights reserved. American Land Title Association and American Congress on Surveying and Mapping. American Land Title Association Minimum Standard Detail Requirements American congress on Surveying and Mapping For ALTAIACSM Land Title Surveys Effective 2/23/2011 certain features(excluding boundaries) where ground measurements are not otherwise necessary to locate those features to,an appropriate and acceptable accuracy relative to a nearby boundary. The surveyor shall(a)discuss the ramifications of such methodologies(e.g. the potential precision and completeness of the data gathered thereby) with the insurer, lender and client prior to the performance of the survey and, (b) place a note on the face of the survey explaining the source, date, precision and other relevant qualifications of any such data. 16. Observed evidence of current earth moving work, building construction or building additions. 17. Proposed changes in street right of way lines, if information is available from the controlling jurisdiction. Observed evidence of recent street or sidewalk construction or repairs. 18. Observed evidence of site use as a solid waste dump, sump or sanitary landfill. 19. Location of wetland areas as delineated by appropriate authorities. 20. (a)Locate improvements within any offsite easements or servitudes benefitting the surveyed property that are disclosed in the Record Documents provided to the surveyor and that are observed in the process of conducting the survey(client to obtain necessary permissions). (b)Monuments placed(or a reference monument or witness to the corner)at all major corners of any offsite easements or servitudes benefitting the surveyed property and disclosed in Record Documents provided to the surveyor(client to obtain necessary permissions). , 21. Professional Liability Insurance policy obtained by the surveyor in the minimum amount of$ to be in effect throughout the contract term. Certificate of insurance to be furnished upon request. 22. Tr-ay c R i4S Pkin,A10 'MEE Nv 'eY Sov71f of A3E Adopted by the Board of Governors, American Land Title Association, on October 13, 2010. American Land Title Association, 1828 L St., N.W., Suite 705, Washington, D.C. 20036. Adopted by the Board of Directors, National Society of Professional Surveyors,on November 15, 2010. National Society of Professional Surveyors, Inc., a member organization of the American Congress on Surveying and Mapping, 6 Montgomery Village Avenue, Suite 403, Gaithersburg, MD 20879 emeams f.MFl:ICAN ctiir IANDTITLF 74- Page 10 of 10 ;` H,. — —NSPB_ Copyright 2011. All rights reserved. American Land Title Association and American Congress on Surveying and Mapping. it