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Home My WebLink AboutC17-154 The Conservation FundAGREEMENT BETWEEN EAGLE COUNTY AND THE CONSERVATION FUND RELATED TO THE HARDSCRABBLE RANCH CONSERVATION PROJECT THIS AGREEMENT ("Agreement') is made this 05/09/2017 , by and between Eagle County, Colorado, a body corporate and politic (hereinafter the "County'), and The Conservation Fund, a Maryland nonprofit corporation (hereinafter "TCF"). The County and TCF shall together be referred to as the Parties. The following exhibits are attached hereto and are incorporated into this Agreement by reference: Exhibit A - Description of Property Exhibit B - Map of Property RECITALS WHEREAS, in 2002 voters in Eagle County approved Referendum 1 H establishing earmarked funding for the purpose of acquiring, maintaining or permanently preserving open space and WHEREAS, as a result of Referendum 1 H, the County has established an Open Space Program which acquires and/or protects open space throughout Eagle County, Colorado; and WHEREAS, Eagle County Resolution No. 2016-064 concerning the Open Space Program, permits the acquisition, maintenance or permanent preservation of open space and associated natural, pastoral wildlife, conservation or public recreation values of lands, conservation easements or other interests in land acquired by the County, alone or in association with other entities, and WHEREAS, TCF desires to enter into this Agreement and receive funding through the Eagle County Open Space Program so that it may protect, through fee title acquisition and a perpetual conservation easement, lands that are otherwise at risk for development and such preservation will benefit the citizens of the Town of Eagle and Eagle County, and WHEREAS, TCF is under contract to purchase property consisting of approximately 1,540 acres, more or less, located in Eagle County and described on Exhibit A and depicted on Exhibit B and including without limitation, (i) any and all buildings, improvements, personalty and fixtures situated thereon, (ii) any and all crops and timber growing thereon, (iii) any and all surface or subsurface sand, gravel, oil, gas, mineral geothermal, or mineral rights and any stockpiled sand, gravel or minerals acquired or to be acquired by the TCF as part of this transaction, (iv) water rights as well as well, spring, reservoir, storage, domestic (including municipal taps), irrigation, irrigation equipment and facilities, sub -irrigation, livestock water or ditch rights of any type, including all shares or certificates of any type in ditch or water delivery companies or associations acquired or to be acquired by TCF as part of this transaction, and (v) all other surface and subsurface rights, any and all other permits, hereditaments, easements, C17-154 recorded rights of access, historic rights of access, incidents and appurtenances belonging thereto (collectively the "Property") for the purchase price of $15,500,000 by the closing deadline of July 31, 2017; and WHEREAS, following TCF's purchase of the Property, TCF will place a conservation easement on most of the Property, as may be mutually agreed to by the parties, to be held by Eagle Valley Land Trust, a Colorado nonprofit corporation ("EVLT"); and WHEREAS, TCF will then convey fee title to the Property to Eagle County, as encumbered by the conservation easement but free and clear of all other liens and encumbrances, except Permitted Exceptions (defined below) and any other matters agreed upon by Eagle County; and WHEREAS, the County desires to contribute funds to TCF to be used for the Project subject to the satisfaction of the terms and conditions described herein, all as determined by the County in its sole discretion; and WHEREAS, the County has determined that the Project will result in the protection of nearly 1,540 acres of land in Eagle County for conservation purposes, including public recreation, protection of open space, agricultural heritage, riparian corridors, scenic vistas and wildlife habitat, and will result in significant public benefit with a value far exceeding the amount of the County's contribution to the Project; and WHEREAS, TCF's acquisition of the Property, TCF's conveyance of a conservation easement encumbering the Property to EVLT and TCF's conveyance of the fee interest in the Property to the County are collectively referred to herein as the "Project"; and WHEREAS, any Open Space Funds provided to TCF under this Agreement shall be used solely for the Project subject to the terms and conditions set forth herein. ►:[ ►► NOW THEREFORE, in consideration of mutual promises and covenants contained in this Agreement, the Parties agree as follows: 1. Incorporation of Recitals. The recitals set forth above are hereby incorporated into the terms of this Agreement. 2. Representations and Warranties, a. TCF is a non-profit corporation organized in accordance with the laws of the State of Maryland and is qualified to hold conservation easements in the state of Colorado. Further, TCF has full and lawful authority to enter into, and comply with the terms of this Agreement. Is 2 b. TCF, by its signature below, hereby represents and warrants that its governing body has approved the terms and conditions of this Agreement and that the person signing below on behalf of TCF has full authority to do so. 3. Pra e Interests to be Acquired. a. TCF will acquire the Properly from (1) BCP-ARR Equestrian LLC, a Colorado limited liability company as to Parcel 1, (2) BCP-ARR Upper Ranch, LLC, a Colorado limited liability company as to Parcel 2, and (3) BCP-ARR Lower Ranch, LLC, a Colorado limited liability company as to Parcel 3. b. TCF will grant a perpetual conservation easement encumbering the Property (which may be less and excepting a 5.48 tract which is Tract D of Salt Creek Ranch/Parcel 1) to EVLT, the form of which shall be satisfactory to County in its sole discretion, except that in event funding is provided by the Great Outdoors Colorado Trust Fund ("GOCO") the conservation easement shall include such provisions as are required by GOCO . In addition, the form of conservation easement shall be subject to review and comment by the Town of Eagle, the Eagle Ranch Wildlife Committee and such other third parties as may provide substantial funding to the transaction. Such grant of conservation easement is anticipated to occur by October 15, 2017. c. TCF will grant to Eagle County fee title via special warranty deed(s) to the Property encumbered by the conservation easement, but free and clear of all other liens and encumbrances, except Permitted Exceptions and other matters agreed upon by Eagle County (which conveyance is anticipated to occur by November 1, 2017). d. During the period TCF owns fee title to the Property, and prior to transferring title to County, neither TCF nor the County shall record any encumbrances or liens affecting the Property, without the prior written consent of the other. e. During the period TCF owns fee title to the Property, and prior to transferring title to County, neither TCF nor the County shall cause or allow any work or activity to occur that might alter the physical condition of the Property, without the prior written consent of the other. 4. Funding. a. Subject to the terms and conditions set forth in this Agreement, the County, agrees to fund, directly or through contributions from third parties, $10,200,000 Is 3 for this Project (the "Funds") and such other transaction costs and fees as may be otherwise mutually agreed to in writing by the parties. County is responsible for delivering $10,200,000 of these the Funds which are comprised of $9,000,000 from Eagle County and contributions of $500,000 from the Town of Eagle, and $700,000 from the Eagle Ranch Wildlife Commission for TCF's purchase of the Property on July 31, 2017. Additional contributions and funds from third parties are currently being sought for the Project. It is acknowledged that TCF will pay up to $5,300,000 from its Revolving Funds to complete the $15,500,000 purchase on July 31, 2017. TCF's closing on July 31, 2017 is contingent upon a commitment for an award of $3,100,000 from GOCO for the Project. Should contributions from other partners be secured by the County, thereby reducing the amount of the County's direct contribution, the funding structure shall be adjusted accordingly. b. TCF shall not modify the Project without the prior written approval of County, such approval to be in the County's sole discretion. Any modification to the Project undertaken without the County's consent may be deemed a breach of this Agreement by the County, entitling the County to all remedies available under this Agreement. If TCF determines with reasonable probability that the Project will not or cannot be completed as reflected herein, TCF shall promptly so advise the Eagle County Open Space Director, and cooperate in good faith to seek a resolution before any Funds are advanced. 5. TCF Efforts. TCF shall complete the Project in accordance with the Completion Date (defined below) and consistent with this Agreement and the County's approvals related to the Project. 6. Completion Date. The Parties shall complete the Project no later than December 31, 2017 ("Completion Date") unless otherwise mutually agreed to in writing by the parties. TCF may request an extension of the Completion Date which may be granted in the County's sole discretion. If TCF determines with reasonable probability that the Project will not or cannot be completed by the Completion Date or any extended completion date, TCF will promptly so advise the Eagle County Open Space Director, and cooperate in good faith to seek a resolution before any Funds or further Funds are advanced. 7. Disbursement of Funds. Each closing, (i) closing on the purchase of the Property by TCF, (ii) closing related to the grant of a conservation easement to EVLT, and (iii) closing on the conveyance of the Property to County, shall occur at the offices of Land Title Guarantee Company (each a "Closing" and collectively the "Closings"). Subject to the terms and conditions set forth herein, the County shall disburse Funds required for the Project either to the title company, or, in the discretion of the County as a reimbursement to TCF prior to or after Closings. S. Conditions Precedent for Disbursement of Funds. Disbursement of Funds are contingent upon the following conditions having been satisfied, hereinafter collectively the "Conditions Precedent": a. Notwithstanding anything to the contrary herein, the County's contribution of the Funds set forth in paragraph 4 above, are subject to review and approval of the Project by the Eagle County Open Space Advisory Committee and the Eagle County Board of County Commissioners in a public meeting. Further, the Funds are subject to budgeting and appropriation by the Eagle County Board of County Commissioners. Nothing herein shall be deemed pre -approval by the Eagle County Open Space Advisory Committee or Eagle County Board of County Commissioners. b. further, any contribution of Funds by the County is subject to its satisfactory due diligence review, as determined by the County in its sole discretion, which may include, but not be limited to, review of purchase agreement, surveys, title commitments, appraisals, environmental inspection reports as approved by the County, mineral remoteness reviews and evaluations of any water rights, if any, associated with the Project. Due diligence review will include identification by County of those leases, agreements and matters affecting the Property and items identified in the title commitment(s) which are acceptable to County (the "Permitted Exceptions"). Due diligence review will also include review and approval of the form of the conservation easement, the baseline report, management plan, the title insurance policies setting forth only Permitted Exceptions, and any other documents associated with the Project. TCF shall provide such documents, materials or information as the County may reasonably request in the conduct of its due diligence. The results of the County's due diligence review must be satisfactory to the County as determined by the County in its sole discretion. In the event TCF acquires the Property prior to fulfillment of the terms and conditions hereof such acquisition is at TCF's sole risk. If the purchase fails to meet the conditions of this Agreement, the County reserves the right to withhold or withdraw its contribution of the Funds. c. The Parties agree that the County shall be entitled to review and approve the form of the deeds, closing documents and the conservation easement in its sole discretion. TCF agrees that in addition to any revisions that may result from the County's review and approval of these documents, the County also requires that the following concepts be included in the conservation easement to be granted by TCF to EVLT: (i) the County shall be entitled to locate signage on the Property; (ii) the County shall be entitled to a copy of any report generated in connection with resource management; (iii) the County will ultimately own the Property as set forth in this Agreement and at the time it acquires ownership of the Property will have the right or ability to exercise physical or managerial control of the Property; (iv) the County shall have no liability in connection with the conservation easement as a result of its role as a funder; (v) the County shall be notified of and will receive copies of documents associated with any violations or enforcement matters occurring under the conservation easement; (vi) the County shall receive notice and be required to approve any transfer of the conservation easement by EVLT and its successors; (vii) the County shall be entitled to notice, compensation, and a right, but not the obligation, to participate in any condemnation or other proceeding to terminate the conservation easement, in whole or in part; (viii) the County, GOCO and other third party funders to the Project, shall be entitled to compensation in connection with condemnation, termination and extinguishment of the conservation easement; (ix) the County shall receive notice and copies of any submittals for requests for approval from TCF and related approvals or rejections; (x) the County shall be included in the notice provision of the conservation easement; (xi) the County shall be entitled to notice and approval rights in connection with any assignment, merger, modification or amendment of the conservation easement; (xii) GOCO shall be a third party beneficiary as to those rights specifically granted to it under the conservation easement; (xiii) GOCO shall be entitled to appropriate hold harmless provisions in the conservation easement, recognizing that the County is prohibited from indemnifying third parties; (xiv) the County shall be entitled to notice but shall have no obligation to participate in mediation; (xv) the County shall be entitled to identify reserved rights and uses to be permitted on the Property. d. If all or any portion of the Property is condemned through judicial proceedings or in any other manner, the Parties agree that proceeds shall be paid as follows: (1) first, GOCO shall be entitled to its percentage of such proceeds as required by LOCO funding requirements; (2) second, the County shall be entitled to all additional proceeds up to the amount of its funding hereunder ; (3) third, Eagle Ranch Wildlife Committee and the Town of Eagle shall be entitled to additional proceeds up to the amount of funding provided by each; and (4) fourth, EVLT shall be entitled to any additional proceeds. Proceeds shall be used by the County in a manner consistent with the conservation purposes identified by the Eagle County Open Space Committee. Is 6 e. Except as otherwise agreed to in advance by the County in accordance with the terms of this Agreement, no modifications may be made to the Project. Modifications to the Project to which the County has not agreed to may result in changes to or a reduction or termination of funding. It is the sole responsibility of TCF to inform the County of any modifications to the Project. The County strongly encourages TCF to contact the County in writing when it becomes aware of or wishes to make any modifications to the Project, however seemingly minor. 9. Paynzcnt of Funds Subject to Sufficient Open Space Funds. Payment of the Funds is subject to the County's determination in its sole discretion that it has received and has available sufficient funds for the Projcet. Further, funding the Project is subject to the Funds being budgeted and appropriated for the Project by the Board of County Commissioners. Notwithstanding anything to the contrary contained in this Agreement, no payment will be made for any period after December 31 st of any calendar year without the written approval in accordance with a budget adopted by the Eagle County Board of County Commissioners in compliance with the provisions of Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. § 29-1-101 et seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 10. Project Operation and Maintenance. The County will be responsible directly or through third -parties for any cost of maintenance, management or operation of the Property. 11. Compliance with Regulatory Requirements and Federal, State and County Mandates. TCF hereby assumes responsibility for TCF's compliance with all regulatory requirements in all applicable areas, including but not limited to nondiscrimination, worker safety, local labor preferences, preferred vendor programs, equal employment opportunity, use of competitive bidding, permits, approvals, and other similar requirements. To the extent permitted by law, TCF will indemnify and hold the County harmless from any liability for any failure by TCF to comply with the applicable requirements. 12. Nondiscrimination. During the performance of this Agreement, TCF and its contractors, subcontractors and agents shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, medical condition, marital status, age or sex, or any other basis prohibited by local, state or federal law. TCF and its contractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination. Further, during the performance of this Agreement, TCF and Is 7 anyone acting on behalf of TCF shall not engage in any unlawful discrimination in permitting access and use of the Project. 13. Publicity and Project lnfornnatioT1. a. County may erect and maintain a sign at a prominent location on the Property acknowledging the Eagle County Open Space Program and Eagle County and the role of TCF and EVLT. TCF will provide reproducible samples of its logo to County for such signs if erected by County. b. The County will determine the design and location of any permanent sign. c. TCF will acknowledge funding through the County Open Space Program and County's ultimate ownership of the Property in all publicity issued by it concerning the Project, The Parties further agree to coordinate and agree in advance as to the form and content of any publicity with respect to the Project. d. County will give TCF a minimum of 15 days' notice of Project dedications or other events. e. At no time shall TCF represent in any manner to the public that it is affiliated with the County or acting on behalf of the County. 14. l,ialaility. a. TCF shall be responsible for, and to the extent permitted by law, indemnify, defend and hold harmless the County, its officers, agents and employees from any and all liabilities, claims, demands, damages or costs (including reasonable legal fees) resulting from, growing out of, or in any way connected with or incident to TCF's performance of this Agreement. TCF hereby waives any and all rights to any type of express or implied indemnity or right of contribution from the County, the Eagle County Board of County Commissioners, the Eagle County Open Space Program, their officers, agents or employees, from any liability resulting from, growing out of, or in any way connected with or incident to this Agreement. b. Anything else in this Agreement to the contrary notwithstanding, no term or condition of this Agreement shall be construed or interpreted as a waiver, either express or implied, of any of the immunities, rights, benefits or protection provided to the County under the Colorado Governmental Immunity Act as amended or as may be amended in the future (including, without limitation, any amendments to such statute, or under any similar statute which is subsequently enacted). 15. Audits and Accounting. TCF shall maintain standard financial accounts, documents, and records relating to the use, management and operation of the Project. The accounts, documents, and records relating to the Project shall be retained by TCF for not less than seven (7) years following the date of disbursement of Funds under this Agreement. The County, or its designated agent, shall have the right, upon reasonable notice to TCF, to audit the books and records of TCF which pertain to the Project and to the use and disposition of the Funds. TCF shall use reasonable and appropriate accounting systems in maintaining the required records hereunder. 16. Inspection. The County shall have the right to inspect the Project to ascertain compliance with this Agreement. 17. Withdrawal of Funding; Termination of Agreement. Anything else in this Agreement or otherwise to the contrary, notwithstanding, the County may withdraw, in whole or in part, the Funds and/or terminate this Agreement, and/or seek a refund of payments already made if the County determines in its discretion that: a. Facts have arisen or situations have occurred that fundamentally alter the expectations of the Parties or make the purposes for which the Funds were provided infeasible or impractical; b. Any material modifications in the scope or nature of the Project have occurred from that which was presented to the County at the time the funding request was made and such material modifications have not received the prior written approval of the County; c. Any statement or representation made in a presentation to Eagle County Open Space Advisory Committee or Eagle County Board of County Commissioners is untrue, inaccurate or incomplete in any material respect; d. The Project will not or cannot be completed by the Completion Date or any extensions granted thereto or delays in the implementation of the Project have occurred which, in the County's judgment make the Project impracticable; e. The Project cannot or will not be completed with the Funds provided or any approved modifications; Is 9 f. Conditions Precedent to funding have not been fulfilled or are unsatisfactory as determined by the County in its sole discretion; g. Sufficient funds from the Open Space Program or other sources are not available to fund the Project. 18. Breach. In the event TCF breaches any of the terms, covenants, representations or conditions of this Agreement, the County may deny TCF eligibility from participation in future Eagle County Open Space projects and funds, and the County may elect to enforce any and all remedies available at law or in equity, including without limitation any of the following: a. Prior to payment of the Funds: a. Withdraw and terminate this Agreement. b. After payment (full or partial) of Funds and before conveyance of the fee Property to the County: a. Receive reimbursement in full of Funds disbursed hereunder. c. Notwithstanding anything to the contrary herein, the foregoing remedies are cumulative and may be exercised independently or in combination and are not exclusive to one another or to any other remedies available at law or in equity, including specific performance. 19. Assignment. Neither party may assign its rights under this Agreement without the written consent of the other. 20. Miscellaneous Provisions. a. If any part, term, or provision of this Agreement is held by a court of competent jurisdiction to be illegal or in conflict with any federal law or law of the State of Colorado, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the Parties hereto shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be invalid. ...Is 10 b. Nothing in this Agreement is intended to create or grant to any third party or person any right or claim for damages or the right to bring or maintain any action at law. c. This Agreement is intended as the complete integration of all understandings between the Parties and constitutes the entire agreement between the Parties hereto. d. This Agreement may be changed or modified by written agreement of the Parties. e. Any notices or other communications required or permitted to be given hereunder shall be given in writing and delivered personally, by U.S. mail, or by electronic mail to the attention of the individuals below, or to such other addresses as either party designates by written notice. Notice shall be deemed given on the date of personal delivery or electronic mailing, or five (5) days from the date of mailing by U.S. mail. Notice to Eagle County: Toby Sprunk, Open Space Director P.O. Box 850 540 Broadway Eagle, CO 81361 Tolw.ti prtink t ea''[eGoimt Y.us with a copy to: Eagle County Attorney's Office P.O. Box 850 504 Broadway Eagle, CO 81361 4atty@eagleco unty. us Notice to TCF: The Conservation Fund 1655 N. Fort Myer Drive, Suite 1300 Arlington, Virginia 22209 Attention: General Counsel With a copy to: Mr. Thomas T. Macy Western Representative The Conservation Fund 1942 Broadway, Suite 323 Boulder, Colorado 80302 lm(rt?lcf ��t�I«rado.c�r'r. Ms. Christine Quinlan The Conservation Fund 1942 Broadway, Suite 323 Boulder, Colorado 80302 cquinlan@conser,vationfund.org f. Although Eagle County may fund a portion of the Project as described in this Agreement, nothing in this Agreement shall be construed to mean that any land use approvals required as a condition of Closing or later desired by the owner of the Property have been given approval by Eagle County in its governmental capacity. Owner of the Property or TCF, as applicable, shall be solely responsible for obtaining all approvals necessary for Closing or the lawful use of the Property. Nothing herein shall be considered pre -approval by Eagle County of the same. g. Any provisions of this Agreement which require observance or performance after the date of Closing on the purchase of the Property shall continue in force and effect following the date of Closing. h. This Agreement shall be governed by the laws of the State of Colorado and venue for any dispute hereunder shall lie exclusively in the Eagle County District Court. i. Nothing in this Agreement shall be construed to create a joint venture, partnership, employer/employee relationship between the Parties hereto other than independent contracting parties. j. Each party hereto has reviewed this Agreement and any usual rules of construction requiring that ambiguities are to be resolved against a particular party shall not be applicable in the construction and interpretation of this Agreement. k. The failure of either party to enforce a term hereof shall not be deemed a waiver of such term or right of enforcement as to that breach or any subsequent breach of the same, similar or different nature. No waiver shall be enforceable unless signed by the party against whom the waiver is sought to be enforced. 21. Prohibitions on Government Contracts. As used in this paragraph 21, the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. § 8-17.5-101, et. seq. If TCF has any employees or subcontractors, TCF shall comply with C.R.S. § 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, TCF certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that TCF will participate in the E -verify Program or other Department of Labor and Employment program ("Department Program") in order to _.Is 12 confirm the eligibility of all employees who are newly hired for employment to perform under this Agreement. a. TCF shall not: i, Knowingly employ or contract with an undocumented individual to perform under this Agreement; or ii. Enter into a subcontract that fails to certify to TCF that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract. b. TCF has confirmed the employment eligibility of all employees who are newly hired for employment to perform under this Agreement through participation in the E - Verify Program or Department Program, as administered by the United States Department of Homeland Security C. TCF shall not use either the E -verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract is being performed. d. If TCF obtains actual knowledge that a subcontractor performing work under the public contract knowingly employs or contracts with an undocumented individual, Contractor shall be required to: i. Notify the subcontractor and the County within three (3) days that TCF has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and ii. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or contracting with the undocumented individual; except that TCF shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. e. TCF shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. 8-17.5-102(5). Is 13 f. If TCF violates these prohibitions, County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor shall be liable for actual and consequential damages to the County as required by law. g. The County will notify the Colorado Secretary of State if TCF violates this provision of this Agreement and the County terminates the Agreement for such breach. IN WITNESS WHEREOF, this Agreement is executed and entered into the day and year first above written. [remainder of page intentionally left blank] -/5 14 THE CONSERVATION FUND, a Maryland nonprofit corporation Commonwealth of Virginia ) ) ss County of Arlington On this the Ply of � , 2017, before me, the and rsi reed, a notary public in and for the jurisdiction afar aid, personally appeared , known to me to be the person whose name is subscribed to the foregoing Agreemen between Eagle County id I e Conservation Fund Related to the Hardscrabble Ranch Conservation Project as,u�. „��. , and acknowledged to me that the same was his/her act and deed for the purposes therein expressed for and on behalf of The Conservation Fund. IN WITNESS WHEREOF, I have hereunto set my hand and affixed any official seal the day and year first above written. '4 Name: 5C,04 -T— 1;;,' Notary Registration Number: 76 nu s .../5 15 Notary Public SCOTT TISON NOTARY PUBLIC REGISTRATION N 7088885 COMMONWEALTH OF VIRGINIA MY COMMISSION EXPIRES JULY 31, 2019 COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS LE Attest: BY: A SDo�� Regina O'Brien, Clerk to the Board Is 16 Jillian H. Ryan, Chair Fxhihit "A" Description of Property PARCEL 1: SALT CREEK LOT 1, AND TRACTS A, B, C AND D, AND ADAM'S RIB RANCH ROAD PRIVATE ROW, FROST CREEK ANC] SALT CREEK PUD, FILING NO. 2, SALT CREEK, ACCORDING TO THE PLAT RECORDED JULY 8, 2008 AT RECEPTION NO. 200814345, COUNTY OF EAGLE, STATE OF COLORADO. PARCEL 2: UPPER RANCH A PARCEL OF LAND LOCATED IN TRACTS 61, 62, 63, 64, 65, 67 AND fig AND LOTS 2, 3 AND 4 OF SECTION 14, IN SECTIONS 2, 10, 11, 12, 13, 14 AND 15, TOWNSHIP 5 SOUTH, RANGE 84 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF EAGLE, STATE OF COLORADO, WITH THE BEARINGS SHOWN HEREON, BASED ON A BEARING OF N01°01'34"W FOR THE 2-3 LINE OF SAID TRACT 69 BETWEEN CORNERS NO.2 & 3, BOTH BEING 2 1/2" GLO BRASS CAP MONUMENTS ON 1" IRON PIPE, FOUND IN PLACE, SAID PARCEL BEING MORE PARTICULARLY DESCRIBED AS FOLLOW: BEGINNING AT SAID CORNER NO.2 OF TRACT 69 ALSO BEING CORNER NO. 5 OF SAID TRACT 63, CORNER NO.4 OF TRACT 60 IN SAID TOWNSHIP AND RANGE AND CORNER NO.7 OF TRACT 88 IN SAID TOWNSHIP AND RANGE; THENCE ALONG THE 4-5 LINE OF SAID TRACT 63 N 00° 25'57"E, 1376.14 FEET TO A POINT ON THE BOUNDARY OF A PARCEL OF LAND DESCRIBED IN DEED RECORDED AUGUST 24, 2005 AT RECEPTION NO. 927202 AT THE EAGLE COUNTY CLERK AND RECORDER'S OFFICE, EAGLE, COLORADO, FROM WHICH CORNER NO. 5, BEING A 3 1/2" ALUMINUM CAP MONUMENT ON #5 REBAR IN CONCRETE, FOUND IN PLACE, OF SAID TRACT 63 BEARS NOW 25'57"E, 32.94 FEET; THENCE ALONG SAKI PARCEL BOUNDARY THE FOLLOWING THIRTEEN (13) COURSES: 1)S 63" 53'22"E, 98.91 FEET; 2)S 57° 28'07"E, 17.09 FEET; 3)S 43° 41'12"E, 311.25 FEET; 4)5 43° 18'30"E, 471.12 FEET; -/5 17 5)5 44° 46'44"E, 97.90 FEET; 6)547' 15'27"E, 52.82 FEET; 7)S 55° 20'5O'E, 61.81 FEET; 8)S 65° 35'39"E, 53.04 FEET; 9)S 69° 00'09"E, 48.79 FEET; 10) S 79° 41'31"E, 89.23 FEET; 11)5 79' 11'51"E, 197.18 FEET; 12) S 79° 30'59"E, 166.80 FEET; 13) N 00° 02'37"E, 4743.42 FEET TO A POINT ON THE 1-2 LINE OF SAID TRACT 62; THENCE ALONG SAID 1-2 LINE S89 DEGREES 57'23"E, 1461.13 FEET TO CORNER NO. 1 OF SAID TRACT 62, BEING A GLO 2 1/2" BRASS CAP MONUMENT ON 1" IRON PIPE, FOUND IN PLACE; THENCE ALONG THE 1-6 LINE OF SAID TRACT 62 S00 DEGREES 12' 12"E, 2586.67 FEET TO CORNER NO. 6 OF SAID TRACT 62, CORNER NO. 1 OF SAID TRACT 63 AND CORNER NO. 2 OF SAID TRACT 64, BEING A 2 1/2" ALUMINUM CAP MONUMENT ON #6 REBAR, PE/PLS #23089, SET IN PLACE; THENCE ALONG THE 1-2 LINE OF SAID TRACT 64 N89 DEGREES 06'20"E, 2795.86 FEET TO CORNER NO. 1 OF SAID TRACT 64 AND CORNER NO. 2 OF SAID TRACT 65, BEING A GLO 2 1/2" BRASS CAP MON UM ENT ON 1" IRON PIPE, FOUND IN PLACE; THENCE ALONG THE 1-2 LINE OF SAID TRACT 65 N89 DEGREES 46'35"E, 2641.57 FEET TO CORNER NO. 1 OF SAID TRACT 65, BEING A 2 1/2" GLO BRASS CAP MON UM ENT ON 1" IRON PIPE, FOUND IN PLACE; THENCE ALONG THE 1-6 LINE OF SAID TRACT 65 SOO DEGREES 04'57"E, 1322.37 FEET TO CORNER N0.6 OF SAID TRACT 65, BEING A 2 1/2" GLO BRASS CAP MONUMENT ON 1" IRON PIPE, FOUND IN PLACE; THENCE ALONG THE 5-6 LINEOF SAID TRACT 65 589 DEGREES 44' 17"W, 1318.79 FEET TO CORNER NO.S OF SAID 65, BEING A 2 1/2" GLO BRASS CAP MONUMENT ON 1" IRON PIPE; THENCE ALONG THE 4-5 LINE OF SAID TRACT 65 S02 DEGREES 13'30"E, 2691.91 FEET TO CORNER NO.4 OF SAID TRACT 65, BEING A 2 1/2" GLO BRASS CAP MONUMENT ON 1" RE BAR, FOUND IN PLACE; THENCE ALONG THE 3-4 LINE OF SAID TRACT 65 ALSO BEING THE 1-2 LINE OF TRACT 66 IN SAID TOWNSHIP AND RANGE N89 DEGREES 29'57"W, 1395.64 FEET TO CORNER NO, 3 OF SAID TRACT 65, CORNER NO.2 OF SAID TRACT 66, CORNER NO. 6 OF SAID TRACT 64 AND CORNER NO. 1 OF SAID TRACT 67, BEING A 2 1/2" GLO BRASS CAP MONUMENT ON 1" IRON PIPE, FOUND IN PLACE; THENCE ALONG THE 5-6 LINE OF SAID TRACT 64 ALSO BEING THE 1-2 LINE OF SAID TRACT 67 N89 DEGREES 29' 10"W, 1396.79 FEET TO A POINT ON THE NORTHERLY RIGHT-OF-WAY FOR BRUSH CREEK ROAD (EAGLE COUNTY ROAD P-307); THENCE DEPARTING SAID 1-2 LINE AND ALONG SAID RIGHT- OF -WAY SOO DEGREES 04'25"E, 388.84 FEET; THENCE N40 DEGREES 22'23"W, 29.89 FEET TO A POINT ON THE 2-3 LINE OF SAID TRACT 67 ALSO BEING THE 1-6 LINE OF SAID TRACT 69; THENCE DEPARTING SAID RIGHT-OF-WAY AND ALONG SAID 1-6 LINE SOO DEGREES 04'25"E, 978.80 FEET TO CORNER NO. 6 OF SAID TRACT 69, BEING A 2 1/2" GLO BRASS CAP MONUMENT ON 1" IRON PIPE, FOUND IN PLACE; THENCE ALONG THE EAST LINE OF SAID LOT SOO DEGREES 09' 13"E, 311.53 FEET TO THE SOUTHEAST CORNER OF SAID LOT 4; THENCE ALONG THE SOUTH LINE OF SAID LOTS 2, 3 AND 4 N89 DEGREES 58'23"W, 3852.84 FEET TO THE WEST QUARTER CORNER OF SAID SECTION 14, BEING A 2 1/2" GLO BRASS CAP MONUMENT ON 1" IRON PIPE, FOUND IN PLACE; THENCE ALONG THE WEST LINE OF SAID SECTION 14 NOO DEGREES 08'47"W, 302.92 FEET TO A POINT ON THE 3- 4 LINE OF SAID TRACT 88, BEING A 2 1/2" GLO BRASS CAP MONUMENT ON 1" IRON PIPE, STAMPED CC88/15/14, FOUND IN PLACE; THENCE ALONG SAID 3-4 LINE N89 DEGREES 32' 12"E, 1056.88 FEET TO CORNER NO.4 OF SAID TRACT 88, BEING A 2 1/2" GLO BRASS CAP MONUMENT ON 1' IRON PIPE, FOUND IN PLACE; THENCE ALONG THE 4-5 LINE OF SAID TRACT 88 NOO DEGREES 03'05"W, 1360.53 FEET TO CORNER NO.5 OF SAID TRACT 88 ALSO BEING A POINT ON THE 3-4 LINE OFSAID TRACT 69, BEING A 2 1/2" GLO BRASS CAP MONUMENT ON 1" REBAR, FOUND 1N PLACE; THENCE ALONG SAID 3-4 LINE N89 DEGREES 27'38"W, 1408.71 FEET TO CORNER NO. 3 OF SAID TRACT 69 ALSO BEING CORNER NO. 6 OF SAID TRACT 88, BEING A 2 1/2" GLO BRASS CAP MONUMENT ON 1" IRON PIPE, FOUND IN PLACE; THENCE N01 DEGREES 01'34"W, 1261.15 FEET TO THE POINT OF BEGINNING. PARCEL 3: LOWER RANCH A PARCEL OF LAND LOCATED IN TRACTS 67, 72 AND 73, IN SECTIONS 13, 14, 23 AND 24, TOWNSHIP 5 SOUTH, RANGE 84 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF EAGLE, STATE OF COLORADO, WITH THE BEARINGS SHOWN HEREON, BASED ON A BEARING OF SOO DEGREES 02'41"E FOR THE 2-3 LINE OF TRACT 68, TOWNSHIP 5 SOUTH, RANGE 84 WEST OF THE SIXTH PRINCIPAL MERIDIAN, BETWEEN CORNER NO. 3 OF SAID TRACT 67 ALSO BEING CORNER NO. 2 OF SAID TRACT 68 AND CORNER NO, 3 OF SAID TRACT 68 ALSO BEING CORNER NO. 2 OF SAID TRACT 72, BOTH BEING A 2 1/2" GLO BRASS CAP MONUMENTS ON 1" IRON PIPE, FOUND IN PLACE, SAID PARCEL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT SAID CORNER NO. 3 OF TRACT 67 FROM WHICH SAID CORNER NO. 3 OF TRACT 68 BEARS SOO DEGREES 02'41"E, 1388.85 FEET; THENCE ALONG THE 2-3 LINE OF SAID TRACT 67 N00 DEGREES 09'13"W, 1316.78 FEET TO CORNER NO.6 OF TRACT 69, TOWNSHIP 5 SOUTH, RANGE 84 WEST OF THE SIXTH PRINCIPAL MERIDIAN, BEING A 2 1/2" GLO BRASS CAP MONUMENT ON 1" IRON PIPE, FOUND IN PLACE; THENCE CONTINUING ALONG THE 2-3 LINE OF SAID TRACT 67 ALSO BEING THE 1-6 LINE OF SAID TRACT 69 N00 DEGREES 04'25"W, 948.45 FEET TO A POINT ON THE CENTERLINE OF BRUSH CREEK ROAD (EAGLE COUNTY ROAD P-307); THENCE DEPARTING SAID 2-3 LINE AND ALONG SAID CENTERLINE THE FOLLOWING TWENTY (20) COURSES: 1) S40 DEGREES 19'47"E, 545.75 FEET; A 19 2) ALONG A CURVE TO THE LEFT HAVING A LENGTH OF 224.37 FEET, A RADIUS OF 607.37 FEET, A TANGENT OF 113.48 FEET, A DELTA OF 21 DEGREES 09'56" AND A CHORD OF 223.09 FEET THAT BEARS 550 DEGREES 54'45"E; 3) 561 DEGREES 29'43"E, 167.42 FEET; 4) ALONG A CURVE TO THE RIGHT HAVING A LENGTH OF 229.50 FEET, A RADIUS OF 997.15 FEET, A TANGENT OF 115.26 FEET, A DELTA OF 13 DEGREES 11'13" AND A CHORD OF 228.99 FEET THAT BEARS S54 DEGREES 54'07"E; 5) S48 DEGREES 18'30"E, 553.16 FEET; 6) ALONG A CURVE TO THE RIGHT HAVING A LENGTH OF 80.96 FEET, A RADIUS OF 2299.07 FEET, A TANGENT OF 40.48 FEET, A DELTA OF 2 DEGREES 01 '03" AND A CHORD OF 80.96 FEET THAT BEARS S47 DEGREES 17'59"E, 7) S46 DEGREES 17'27"E, 555.64 FEET; 8) ALONG A CURVE TO THE RIGHT HAVING A LENGTH OF 172.19 FEET, A RADIUS OF 484.96 FEET, A TANGENT OF 87.01 FEET, A DELTA OF 20 DEGREES 20'36" AND A CHORD OF 171.28 FEET THAT BEARS S36 DEGREES 07'09"E; 9) S25 DEGREES 56'51"E, 60.28 FEET; 10) ALONG A CURVE TO THE RIGHT HAVING A LENGTH OF 174.52 FEET, A RADIUS OF 1090.26 FEET, A TANGENT OF 87.45 FEET, A DELTA OF 9 DEGREES 10' 17" AND A CHORD OF 174.34 FEET THAT BEARS S21 DEGREES 21'43"E; 11) S 16 DEGREES 46'34"E, 94.78 FEET; 12) ALONG A CURVE TO THE RIGHT HAVING A LENGTH OF 182.18 FEET, A RADIUS OF 1297.57 FEET, A TANGENT OF 91.24 FEET, A DELTA OF 8 DEGREES 02'40" AND A CHORD OF 182,03 FEET THAT BEARS 512 DEGREES 45' 14"E; 13) S08 DEGREES 43'54"E, 93.72 FEET; 14) ALONG A CURVE TO THE LEFT HAVING A LENGTH OF 103.42 FEET, A RADIUS OF 780.12 FEET, A TANGENT OF 51.78 FEET, A DELTA OF 7 DEGREES 35'44" AND A CHORD OF 103.34 FEET THAT BEARS S12 DEGREES 31'46"E; 15) 516 DEGREES 19'38"E, 419.17 FEET; 16) ALONG A CURVE TO THE LEFT HAVING A LENGTH OF 219.83 FEET, A RADIUS OF 418.98 FEET, A TANGENT OF 112. 51 FEET, A DELTA OF 30 DEGREES 03' 41" AND A CHORD OF 217.31 FEET THAT BEARS S31 DEGREES 21'28"E; 17) S46 DEGREES 23'19"E, 201.67 FEET; -/5 20 18) ALONG A CURVE TO THE RIGHT HAVING A LENGTH OF 218.81 FEET, A RADIUS OF 495.09 FEET, A TANGENT OF 111.22 FEET, A DELTA OF 25 DEGREES 19'23" AND A CHORD OF 217.04 FEET THAT BEARS S33 DEGREES 43'37"E; 19) S21 DEGREES 03'56"E, 149.13 FEET; 20) ALONG A CURVE TO THE RIGHT HAVING A LENGTH OF 177.96 FEET, A RADIUS OF 806.14 FEET, A TANGENT OF 89.34 FEET, A DELTA OF 12 DEGREES 38'53" AND A CHORD OF 177.60 FEET THAT BEARS S14 DEGREES 44'29"E TO A POINT ON THE 5-6 LINE OF SAID TRACT 67 ALSO BEING THE 1-2 LINE OF SAID TRACT 73; THENCE ALONG SAID 5-6 LINE AND DEPARTING SAID CENTERLINE S89 DEGREES 49'34"E, 37.02 FEET TO A POINT ON THE EASTERLY RIGHT -OF- WAY LINE OF SAID BRUSH CREEK ROAD (EAGLE COUNTY ROAD P-307); THENCE DEPARTING SAID 5-6 LINE AND ALONG SAID EASTERLY RIGHT -OF -WAV LINE THE FOLLOWING SIX (6) COURSES: 1) ALONG A NON -TANGENT CURVE TO THE RIGHT HAVING A LENGTH OF 102.95 FEET, A RADIUS OF 506.59 FEET, A TANGENT OF 51.65 FEET, A DELTA OF 11 DEGREES 38'27" AND A CHORD OF 102.77 FEET THAT BEARS S02 DEGREES 56'23"E; 2) S02 DEGREES 52'50"W, 262.58 FEET; 3) ALONG A CURVE TO THE LEFT HAVING A LENGTH OF 107.34 FEET, A RADIUS OF 491. 67 FEET, A TANGENT OF 53.88 FEET, A DELTA OF 12 DEGREES 30'30" AND A CHORD OF 107.12 FEET THAT BEARS 503 DEGREES 22'25"E; 4) S09 DEGREES 37'40"E, 217.68 FEET; S) ALONG A CURVE TO THE RIGHT HAVING A LENGTH OF 347.37 FEET, A RADIUS OF 5759.58 FEET, A TANGENT OF 173.74 FEET, A DELTA OF 3 DEGREES 27'20" AND A CHORD OF 347.31 FEET THAT BEARS S07 DEGREES 54'00"E; 6) S06 DEGREES 10'20"E, 449.21 FEET TO A POINT ON THE 1-4 LINE OF SAID TRACT 73; THENCE DEPARTING SAID RIGHT-OF-WAY LINE AND ALONG SAID 1- 4 LINE SOD DEGREES 04' 03"E, 1185.38 FEET TO THE POINT OF INTERSECTION WITH THE NORTHERLY LINE OF LADYBELLE VIEW SUBDIVISION (AMENDMENT NO. 1) AS DESCRIBED ON THE PLAT RECORDED JUNE 27, 1988 IN BOOK 486 AT PAGE 312 AT THE EAGLE COUNTY CLERK AND RECORDER'S OFFICE, EAGLE, COLORADO; THENCE DEPARTING SAID 1-4 LINE N89 DEGREES 57'53"W, 2813.65 FEET ALONG SAID NORTHERLY LINE TO A POINT ON THE 2-3 LINE OF SAID TRACT 72 ALSO BEING THE NORTHWEST CORNER OF SAID SUBDIVISION AND BEING A 11/4" RED PLASTIC CAP MONUMENT ON #5 REBAR, PLS #19598, FOUND IN PLACE; THENCE ALONG SAID 2-3 LINE N00 DEGREES 31'26"E, 1409.12 FEET TO A POINT FROM WHICH SAID CORNER NO.2 OF TRACT 72 ALSO BEING SAID CORNER NO. 3 OF TRACT 68 AND THE SOUTHWEST CORNER OF A PARCEL OF LAND DESCRIBED IN DEED RECORDED Is 21 OCTOBER 2, 1990 IN BOOK 539 AT PAGE 285 AT SAID CLERK AND RECORDER'S OFFICE BEARS NOO DEGREES 31'25"E, 1207.85 FEET; THENCE DEPARTING SAID 2-3 LINE AND ALONG THE SOUTHERLY LINE OF SAID PARCEL N87 DEGREES 52'44"E, 1079.94 FEET; THENCE ALONG THE EASTERLY LINE OF SAID PARCEL THE FOLLOWING TWENTY-THREE (23) COURSES: 1) N10 DEGREES 43'06"E, 181.90 FEET; 2) N0S DEGREES 26'04"E, 123.59 FEET; 3) N06 DEGREES 11'16"E, 83.07 FEET; 4) N04 DEGREES 47'55"W, 65.56 FEET; 5) N21 DEGREES 40'43"W, 57.25 FEET; 6) N19 DEGREES 29'21"W, 84.99 FEET; 7) N17 DEGREES 40'16"W, 106.50 FEET; 8) N11 DEGREES 39'56"W, 71.67 FEET; 9) N46 DEGREES 59'33"E, 58.02 FEET; 10) N58 DEGREES 34'52"E, 53.93 FEET; 11) N81 DEGREES 35'30"E, 51.34 FEET; 12) S72 DEGREES 27'32"E, 46.45 FEET; 13) S61 DEGREES 27'34"E, 122.02 FEET; 14) S68 DEGREES 36'16"E, 111.63 FEET; 15) 577 DEGREES 41'55"E, 52.03 FEET; 16) 586 DEGREES 37'40"E; 124.60 FEET; 17) S71 DEGREES 24'00"E, 72.14 FEET; 18) S76 DEGREES 37'01"E, 51.27 FEET; 19) N69 DEGREES 04'44"E, 42.22 FEET; 20) N11 DEGREES 48'38"E, 39.85 FEET; 21) N18 DEGREES 13'35"W, 95.23 FEET; 22) N12 DEGREES 04'19"W, 377.96 FEET; IS 22 23) ALONG A NON -TANGENT CURVE TO THE RIGHT HAVING A LENGTH OF 74.73 FEET, A RADIUS OF 144.63 FEET, A TANGENT OF 38.22 FEET, A DELTA OF 29 DEGREES 35'21" AND A CHORD OF 73.90 FEET THAT BEARS N59 DEGREES 03'45"W TO A POINT ON THE 1-2 LINE OF SAID TRACT 73 ALSO BEING THE 5- 6 LINE OF SAID TRACT 67 AND THE NORTHEAST CORNER OF SAID PARCEL; THENCE ALONG SAID 5-6 LINE AND THE NORTHERLY LINE OF SAID PARCEL N89 DEGREES 49'34"W, 301.08 FEET TO CORNER NO.5 OF SAID TRACT 67, BEING A 2 1/2" GLO BRASS CAP MONUMENT ON 1" IRON PIPE, FOUND IN PLACE; THENCE ALONG THE 4-5 LINE OF SAID TRACT 67 NOO DEGREES 02' 10"W, 1382.72 FEETTO CORNER NO. 4 OF SAID TRACT 67, BEING A 2 1/2" ALUMINUM CAP ON #6 REBAR, PE/PLS #23089, SET IN PLACE; THENCE ALONG THE 3-4 LINE OF SAID TRACT 67 588 DEGREES 08'29"W, 1290.58 FEET TO THE POINT OF BEGINNING. 15 23 Map of Property Hardscrabble Ranch open Space Conceptual Planning _j 1kiwa pmm-r-y Marcel 8 UY.d N}. 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