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HomeMy WebLinkAboutR17-076 Hardscrabble Ranch Property Commissioner C-44151.4.41noved adoption of the following resolution: BOARD OF COUNTY COMMISSIONERS COUNTY OF EAGLE,STATE OF COLORADO RESOLUTION NO. 2017- 01 (D RESOLUTION AUTHORIZING ANY OF THE EAGLE COUNTY COMMISSIONERS TO EXECUTE ALL DOCUMENTS ASSOCIATED WITH THE ACQUISITION AND PERMANENT PRESERVATION OF THE HARDSCRABBLE RANCH PROPERTY WHEREAS,on May 9, 2017 the Board of County_ccuasioners of Eagle County, Colorado("Board")approved the contribution of Open S;pacfunds toward The Conservation Fund's effort to purchase and permanently preserve the tipti*ciiitatelyi 1,540 acre Hardscrabble Ranch property located south of the Town of Eagle in 44gle4unty,tolorado, (the "Property"); and WHEREAS, on July 31, 2017 The Conservation Fund acquired the Property and leased the Property to Eagle County; and WHEREAS, the Board desires that The Conservation Fund encumber the Property with a conservation easement to be held by the Eagle Valley Land Trust and transfer the Property to Eagle County to be held as part of its Open Space Program; and WHEREAS, in anticipation of The Conservation Fund's conveyance of a conservation easement to the Eagle Valley Land Trust and conveyance of the Property to Eagle County, the Board desires to grant any of the Eagle County Commissioners the authority to execute all documents necessary for completing the transaction,which may include closing documents, affidavits, assignments,leases,management plans, and other documents. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of the County of Eagle, State of Colorado: THAT,the Board authorizes any Commissioner to execute on its behalf any and all necessary documents, instruments,papers or other forms necessary for closing of the transaction through which The Conservation Fund will permanently preserve the Property through the conveyance of a conservation easement to the Eagle Valley Land Trust in a form substantially similar to the conservation easement which is attached hereto as Exhibit A; and THAT, the Board further authorizes any Commissioner to execute on its behalf any and all necessary documents,instruments, papers or other forms necessary for the conveyance of the Property from The Conservation Fund to Eagle County; and THAT, all documents necessary for the permanent preservation of the Property and closing are subject to review and approval by the Eagle County Attorney's Office; and THAT, the Board of County Commissioners finds, determines and declares that this Resolution is necessary for the public health,safety and welfare of the citizens of the County of Eagle, State of Colorado. MOVED AND ADOPTED by the Board of County Commissioners of the County of Eagle, State of Colorado, at its regular meeting held the Iday of ,'VUVE4%1% 2017. COUNTY OF EAGLE, STATE OF COLORADO,By and Through Its BOARD OF COUNTY CO i ISSIONERS co lukekt _ B le?! to the Board of '*Ap° llian Rya County Commissioners Chair / A.L. L1 '# Kathy Ch:dler-Henry Commissioner 0(Q, J �nne McQueen Commissioner Commissioner At seconded adoption of the foregoing resolution. The roll having been called, the vote was as follows: Commissioner Ryan 18,44..//4,,, Commissioner Chandler-Henry Commissioner McQueeney This resolution passed by ` 0 vote of the Board of County Commissioners of the County of Eagle, State of Colorado DEED OF CONSERVATION EASEMENT Hardscrabble Ranch, Eagle County, Colorado NOTICE: THIS PROPERTY INTEREST HAS BEEN ACQUIRED IN PART WITH GRANT #17664 ("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 FUNDING FOR ACQUISITION OF THE HARDSCRABBLE RANCH WAS PROVIDED BY EAGLE COUNTY, COLORADO ("COUNTY'); THE CONSERVATION FUND, A MARYLAND NON-PROFIT CORPORATION("FUND'); THE BOARD; THE TOWN OF EAGLE, COLORADO ("TOWN');AND THE EAGLE RANCH ASSOCIATION,A COLORADO NON- PROFIT CORPORATION("EAGLE RANCH'). Any time the Property is transferred by Grantor to any third party(except for the initial transfer from The Conservation Fund to the County), Grantor shall pay a transfer fee of$500 to Grantee and notify Grantee pursuant to the requirements of Section 10. THIS DEED OF CONSERVATION EASEMENT ("Deed")is granted on this_day of December, 2017,by THE CONSERVATION FUND,a Maryland non-profit corporation(the"Fund"),as "Grantor", the address of which is 1655 N. Fort Myer Drive, Suite 1300,Arlington,VA 22209,Attention: General Counsel,to the EAGLE VALLEY LAND TRUST,a Colorado non-profit corporation ("Grantee"),the address of which is P.O. Box 3016,Edwards, Colorado 81632. Immediately after granting this Deed,The Conservation Fund will convey the Property described herein to EAGLE COUNTY, COLORADO,a body corporate and politic,the address of which is P.O. Box 850, 500 Broadway,Eagle, Colorado 81631 (the"County"), and upon such conveyance the County will be the"Grantor"hereunder. Grantor and Grantee are individually referred to herein as a"Party", and are collectively referred to herein as the"Parties". The following exhibits are attached hereto and are incorporated by reference: Exhibit A: Description of Property Exhibit A-1: Description and drawing of Ranch Headquarters Building Area Exhibit A-2: Description and drawing of Recreation and Education Building Area Exhibit A-3: Description and drawing of Brush Creek Fishing Access Parking Area Exhibit A-4: Description and drawing of Trail Gulch Trailhead Access Parking Area Exhibit A-5: Description and drawing of Secondary Fishing and Trail Access Area Exhibit A-6: Description and drawing of Skier Parking Access Area Exhibit B: Drawing of Permitted New Road Hardscrabble CE 6b Page 1 Exhibit C: Map of Property Exhibit D: Description of Water Rights Exhibit E: Sample Notice of Transfer of Property RECITALS: A. Description of Property. Grantor is the sole owner in fee simple of approximately 1,540 acres of real property located in Eagle County, Colorado,more particularly described in Exhibit A and depicted in Exhibit C,both attached hereto and made a part hereof,including all improvements located thereon(the"Property"). The Property includes the Water Rights (as defined below)described in the attached Exhibit D. 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 by the State of Colorado's Division of Real Estate to hold conservation easements for which a state tax credit is claimed. 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. The conservation purposes of the conservation easement conveyed by this Deed are set forth below in this Recital C and are collectively referred to hereafter in this Deed as the"Conservation Values." 1. Public Recreation or Education[Treas.Reg. § 1.170A-14(d)(2)]. The Property is intended to be used for public recreation and education including,but not limited to,public trails. A paved public trail crosses the Property along the south. It is the intention of the Grantor to convey the fee interest in the Property to Eagle County for inclusion in the Eagle County Open Space Program. It is anticipated that once the Property is part of this program,trails and trailheads will be officially acknowledged and established and connectivity with an extensive trail system on the adjoining public lands will be improved. The public may also have access to portions of the Property for wildlife viewing, fishing and hunting subject to the Grantor's terms and conditions. 2. Relatively Natural Habitat [Treas.Reg. § 1.170A-14(d)(3)]. The Property supports native Southern Rocky Mountain pinyon juniper woodlands,intermountain basin sagebrush shrublands, irrigated hay meadows and pastures, and 2.5 miles of cold-water montane Hardscrabble CE 6b Page 2 streams and riparian corridors that provide forage, cover,breeding habitat,and migration areas for a variety of wildlife species, including migratory songbirds,raptors,reptiles, amphibians, small mammals,big game, and fish. The Property lies within Colorado Parks and Wildlife (CPW)-mapped summer range and winter concentration areas for both elk and mule deer,and within overall ranges of black bear and mountain lion. These big game species contribute significantly to the biodiversity of the region and to the State and local economies through hunting revenues. The Property's relatively natural habitat also qualifies as"significant"as defined by U.S. Treasury Regulations,because it provides habitat for species considered rare, threatened, endangered or of special concern-namely bald eagle(a state of Colorado Species of Concern),northern leopard frog(a state of Colorado Species of Concern),Harrington's penstemon(a rare endemic plant recognized by the Colorado Natural Heritage Program as vulnerable and by the U.S. Forest Service as sensitive) and potential habitat for the native cutthroat trout(the Colorado River cutthroat trout is a Colorado Species of Concern and the Greenback cutthroat trout is federally registered as a threatened species). 3. Open Space [Treas. Reg. §1.170A-14(d)(4)]. The Property possesses the characteristics of open space in that its preservation will provide scenic enjoyment to the general public,is pursuant to clearly delineated public policies, and will yield a significant public benefit. a. Scenic enjoyment. The Property spans a significant portion of the lower Brush Creek Valley southeast of the Town of Eagle, encompassing picturesque open meadows and meandering streams in the valley floor as well as rugged wooded terraces and foothills flanking the valley. The Property lies between extensive blocks of public lands administered by BLM on either side of the valley,maintaining visual congruity of the valley's scenic open space, as well as habitat connectivity across the valley floor for big game. The Property is visually accessible to the public from the adjoining public lands, as well as from many public roads in the area, including county roads that traverse the Property. b. Agriculture. The Property is the last large working ranch stronghold in the lower Brush Creek Valley. As such,the Property is integral to the scenic open space beauty and rural ranching character of the area.The Property possesses grazing rangeland and currently produces irrigated hay crops,using substantial water rights. The Property's Water Rights will be permanently tied to the Property by this Easement(as defined below),ensuring that agricultural production can continue on the land in perpetuity. 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 urbanization and rural subdivision development in the vicinity of the Property and the surrounding areas within Eagle County. There is a strong likelihood that development of the Property would lead to or contribute to degradation of the scenic and natural character of the area. Preservation of the Property will continue to provide an opportunity for the general Hardscrabble CE 6b Page 3 public to appreciate its scenic values.The Property lies between extensive areas of public lands administered by BLM on either side of the valley,maintaining visual congruity of the valley's scenic open space, as well as habitat connectivity across the valley floor for big game. 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 Property. 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. 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. § 33-10-101 provides"It is the policy of the state of Colorado that the natural,scenic, scientific, and outdoor recreation areas of this state are to be protected,preserved, enhanced, and managed for the use,benefit, and enjoyment of the people of this state and visitors of this state." 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. The Colorado Department of Transportation statutes (C.R.S. §43-1-402,et seq.)provide that the"preservation and enhancement of the natural and scenic beauty of this state"are of substantial state interest. E. Other Supporting Government Policy. 1. Eagle County Resolution No. 02-123 provides for the creation of an open space mill levy for the purpose of acquiring,maintaining, or permanently preserving open space to preserve wildlife habitat,protect working farms and ranches, conserve scenic landscapes and vistas, protect wetlands and floodplains,or provide public access points to rivers and streams. 2. Eagle County Resolution No. 16-064 establishes that certain characteristics and/or traits make a property worthy of protection through the Open Space Program, such as and not by way of limitation, fish and wildlife habitat or migration routes;working farms and ranches; scenic landscapes and vistas;wetlands, floodplains or other riparian habitat;public access to rivers and streams or lands open to the public; dispersed recreation; geographic or topographic formations;rare or significant flora or fauna; cultural historic values; or other natural, open space or conservation values. Hardscrabble CE 6b Page 4 3. The establishment of a conservation easement encumbering the Property is consistent with the 2005 Eagle County Comprehensive Plan,including the following: a. Agricultural land uses should be retained to preserve Eagle County's historical heritage and scenic quality for the benefit of future generations(3.3.5.j). b. Water-related recreation should be encouraged where appropriate at a level that will not damage related resources, ecosystems, and environments(3.6.5.i). c. The integrity, quality and interconnected nature of critical wildlife habitat in Eagle County should be preserved(3.7.2.a). d. The well-being of wildlife species of economic importance should be actively monitored and protected(3.7.2.b). e. 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). f. Development in areas critical to the continued well-being of Eagle County's wildlife populations should not be allowed(3.7.3.d). g. Development and development patterns should preserve landscapes that include visual,historic, and archeological value(3.8.3.c). h. A variety of approaches should be utilized to preserve land as open space(3.8.4.e). i. Open space should be able to serve different needs in different applications (3.8.4.f). 4. The establishment of a conservation easement encumbering the Property is consistent with the Eagle Area Community Plan(2010)—a sub-plan of the 2005 Eagle County Comprehensive Plan, including the following: a. "Eagle will continue to be a high quality livable community through the implementation of strategies that will enhance the Town's unique identity,its economic vitality, its sense of community and the quality and character of the surrounding rural lands."(Chapter 2:Vision—Vision Statement). b. "The unincorporated rural lands that surround the Town of Eagle contribute significantly to the Town's identity and the lifestyles enjoyed by local residents and the experience of visitors to the area. As such,the quality and character of the Eagle River Corridor,the Brush Creek Valley,the agricultural lands east and west of Town, and the Eby Creek and Castle Peak areas north of Town should be preserved." (Chapter 2:Vision—4th Factor of Livability). c. "Maintaining the livability of the Eagle Planning Area involves the protection of wildlife habitat and corridors. Activities such as hunting, fishing and wildlife viewing enhance recreational opportunities, and bring visitors to the area who contribute to the local economy. The Town and County should continue to work with the Colorado Division of Wildlife,the Bureau of Land Management and the United States Forest Service to protect and preserve wildlife habitat and movement corridors by implementing necessary strategies and mitigations over time to ensure sustainable and healthy wildlife populations throughout the Planning Area."(Chapter 2: Vision— 5th Factor of Livability). d. "The Town of Eagle and Eagle County should follow the recommendations of their respective open space plans. The Town and County should continue to be proactive in their approach to maintaining open lands,using a variety of techniques to preserve Hardscrabble CE 6b Page 5 viable agricultural lands,river and stream corridors, critical wildlife habitat, steep slopes,ridgelines, areas of geologic hazard and quality viewsheds as open space." (Chapter 2:Vision—6th Factor of Livability). e. "Preserve and/or appropriately manage the quality of natural resources,including wildlife habitat,vegetation,viewsheds and sensitive lands. The protection of critical wildlife habitat should supersede development goals on these lands."(Chapter 4:Future Land Use Map—Agricultural/Rural(County) Intent Paragraph F). 5. Funding for this project has been provided in part by the Board. 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 grant programs 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. F. Baseline Documentation Report. Pursuant to Treas.Reg. § 1.170A-14(g)(5)and in order to document the condition of the Property as of the Effective Date, a report has been prepared by Rare Earth Science, LLC,dated August 31, 2017 (the"Baseline Report"). The Baseline Report contains a natural resources inventory and also documents the Conservation Values and the characteristics,current use, and status of existing improvements on and development of the Property. The Baseline Report is acknowledged by Grantor and Grantee as an accurate representation of the Property at the time of the transfer. The Baseline 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 terms of this Easement. However,the Baseline Report is not intended to preclude the use of other evidence to establish the condition of the Property as of the Effective Date. 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. 1. Purpose. The purpose of this Easement is to ensure that Grantor preserves and protects in perpetuity the Conservation Values as they exist upon the Effective Date(defined below)and as they may evolve in the future, in accordance with I.R.C. § 170(h),Treas.Reg. § 1.170A-14, and C.R.S. § 38-30.5-101,et seq. ("Purpose"). To effectuate the Purpose of this Easement,the Parties agree: (i)to permit those uses of the Property that are expressly permitted by this Easement, subject to any limitations or restrictions stated herein,and those uses of the Property that do not materially adversely affect the Conservation Values; and(ii)to prevent any use of the Property that is expressly prohibited by this Easement or will materially adversely affect the Hardscrabble CE 6b Page 6 Conservation Values. Nothing in this Easement is intended to compel a specific use of the Property, such as agriculture, other than the preservation and protection of the Conservation Values. 2. Rights of Grantee. To accomplish the Purpose of this Easement,this Deed conveys the following rights to Grantee: 2.1. To preserve and protect the Conservation Values in perpetuity; 2.2. 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 reasonable notice to Grantor,and Grantee shall not unreasonably interfere with Grantor's use and quiet enjoyment of the Property; 2.3. To prevent any activity on or use of the Property that is inconsistent with the Purpose or the express terms of this Easement and, except as limited by Section 8, Grantee may require the restoration of such areas or features of the Property that are damaged by an inconsistent activity or use; 2.4. To enforce the terms and provisions of this Easement; and 2.5. 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 reasonable approval; and 2.6. All Development Rights as defined in Section 26.9(Development Rights), except as specifically reserved by Grantor herein. 2.7. Nothing in this Section 2 shall preclude the right of Grantee to enforce the preservation and protection of the Conservation Values or any other provisions of this Easement. 3. Rights Retained by Grantor. Subject to the terms and provisions of this Easement, Grantor reserves to Grantor, and to Grantor's personal representatives,heirs, successors and assigns, all rights accruing from Grantor's ownership of the Property,including: (i)the right to engage in or permit or invite others to engage in all uses of the Property that are expressly permitted by this Easement(including,without limitation, leasing, licensing, or granting other permission to third parties to use all or portions of the Property), subject to any limitations or restrictions stated herein, and those uses of the Property that do not materially adversely affect the Conservation Values; and(ii)to retain the economic viability of the Property and to retain income derived from the Property from all sources. Grantor may not,however, exercise these retained rights in a manner that is expressly prohibited by this Easement. 4. Management Plan. To facilitate periodic communication between Grantor and Grantee about management issues that may impact the Conservation Values,the Property shall be operated and managed in accordance with a land management plan to be finalized within one year following the effective date of the Easement(the"Management Plan"or the"Plan"),prepared by Grantor and approved by Grantee,which approval shall not be withheld unless the Grantee reasonably determines the Plan is materially inconsistent with the Purpose. A copy of the Management Plan will be kept on file in the offices of Grantor and Grantee and a copy shall be provided to the Board. The Property shall be operated and managed in accordance with the Management Plan or as otherwise set forth in this Easement. Grantor and Grantee shall review the Management Plan at least every five(5)years,and the Plan shall be amended if determined necessary by the Grantor, subject to the approval of Grantee,which approval shall not be withheld unless the Grantee reasonably determines that the amendment to the Plan is materially inconsistent with the Purpose. Hardscrabble CE 6b Page 7 5. Property Improvements. Improvements existing as of the Effective Date may be removed, or maintained,repaired and replaced in their current location. The installation,placement or construction of any other improvement is prohibited unless expressly permitted by this Section 5. 5.1. Building Areas. The following building and access areas described in Sections 5.1.1 through 5.1.6(collectively referred to as the"Building Areas"),have been,or may be, designated, on the Property: 5.1.1. Ranch Headquarters Building Area. The 20.2-acre,more or less,"Ranch Headquarters Building Area"is described and depicted on the attached Exhibit A-1 . Within the Ranch Headquarters Building Area the following improvements exist as of the Effective Date: Residence(2200 sq. ft.);Shop(3800 sq. ft.);Tack Shed(532 sq. ft.);Loafing Shed(128 sq. ft.);Fencing Shed(130 sq. ft.);two Granaries (180 sq. ft. and 112 sq. ft.);Horse Barn(2800 sq. ft.);Calving Shed (1400 sq. ft.); Equipment Shed(1800 sq. ft.);Chute Shed(60 sq. ft.)corrals, bridge, and monitoring wells. 5.1.2. Recreation and Education Building Area. The 7.55-acre,more or less, "Recreation and Education Building Area"is described and depicted on the attached Exhibit A-2 . Within the Recreation and Education Building Area the following improvements exist as of the Effective Date: Caretaker House(2190 sq. ft.); Old House(vacant 1500 sq. ft.);two animal sheds (80 sq. ft.each); Stables (7500 sq. ft.),a gate,two in-ground fire pits, fencing and pond. 5.1.3. Brush Creek Fishing Access Parking Area. The 0.23-acre,more or less, "Brush Creek Fishing Access Parking Area"is described and depicted on the attached Exhibit A-3 . Within the Brush Creek Fishing Access Parking Area there is fencing,but no other existing improvements as of the Effective Date. 5.1.4. Trail Gulch Trailhead Access Parking Area. The 0.43-acre,more or less, "Trail Gulch Trailhead Access Parking Area"is described on the attached Exhibit A-4. Within the Trail Gulch Trailhead Access Parking Area the following improvements exist as of the Effective Date: gravel parking area (approximately 3787 sq., ft.),and fencing. 5.1.5. Secondary Fishing and Trail Access Area. The 1.12-acre,more or less, "Secondary Fishing and Trail Access Area"is described and depicted on the attached Exhibit A-5. Within the Secondary Fishing and Trail Access Area the following improvements exist as of the Effective Date: a gate, fencing, a portion of an existing paved trail and regulatory signage. 5.1.6. Skier Parking Access Area. The 0.93-acre,more or less,"Skier Parking Access Area"is described and depicted on the attached Exhibit A-6.Within the Skier Parking Access Area there is fencing,but no other existing improvements as of the Effective Date. 5.1.7. Access Areas. Grantor may reconfigure and expand the Building Areas, and may designate additional trail heads, access, and parking areas,including,but not limited to, fishing access, cross country ski access,hunting access and parking areas ("Access Areas")near existing Roads or the New Permitted Road,upon notice to Grantee pursuant to Section 19(Grantor's Notice),provided that the total acreage in the Building Areas(Sections 5.1.1-5.1.6),together with the acreage in the Access Areas, shall not exceed forty(40) acres in total. Any such Hardscrabble CE 6b Page 8 Access Areas or increase in size of Access Areas or Building Areas shall be included in the Management Plan or an amendment to the Management Plan. 5.2. Existing Improvements. Improvements existing as of the Effective Date are permitted, and Grantor may lease, sublease,remove or maintain,repair,replace and enlarge as provided herein such improvements in their current locations without Grantee's approval. Existing improvements include, without limitation, all structures within the Ranch Headquarters Building Area and the Recreation and Education Building Area, agricultural,irrigation,monitoring wells,the"Old School House"(which is approximately 400 square feet in size and which may be expanded to not more than 900 square feet in size in Grantor's discretion),the Newcomer Cemetery located south of the Ranch Headquarters Building Area as shown in the Baseline Report and any other structures or improvements identified in the Baseline Report. 5.3. New Improvements. The following shall be referred to herein as"New Improvements:" 5.3.1. Ranch Headquarters Building Area. Grantor may lease, sublease,remove, place, install, construct,maintain, enlarge,repair and replace new and existing structures and improvements in the Ranch Headquarters Building Area which total approximately 13,082 square feet. In addition to the existing structures and improvements within the Ranch Headquarters Building Area,new residential structures and improvements within the Ranch Headquarters Building Area shall not exceed a total of 7,000 square feet and new agricultural structures and improvements shall not exceed a total of 25,000 square feet,provided that the total square footage of all existing structures and improvements (including expansions), and new structures and improvements within the Ranch Headquarters Building Area shall not exceed 45,000 square feet. Structures and improvements within the Ranch Headquarters Building Area exceeding the square footage limitation set forth in this Section 5.3.1 require Grantor's Notice (Section 19)and Grantee's Approval(Section 20). 5.3.2. Recreation and Education Building Area. Grantor may lease, sublease, remove,place, install, construct,maintain,enlarge,repair and replace new and existing structures and improvements in the Recreation and Education Building Area which total approximately 3,850 square feet. In addition to the existing structures and improvements within the Recreation and Education Building Area, new structures and improvements within the Recreation and Education Building Area shall not exceed 10,000 square feet,provided that the total square footage of all existing structures and improvements (including expansions), and new structures and improvements within the Recreation and Education Building Area shall not exceed 13,850 square feet. Structures and improvements within the Recreation and Education Building Area exceeding the square footage limitation set forth in this Section 5.3.2 require Grantor's Notice(Section 19)and Grantee's Approval(Section 20). 5.3.3. Brush Creek Fishing Access Parking Area. Grantor may place,install, construct,maintain,repair and replace the following new improvements in the Brush Creek Fishing Access Parking Area: (a)interpretive,regulatory, and directional signage; (b) wildlife resistant trash collection containers; (c)post and rail or other wildlife friendly fencing except where other fencing is needed to prevent damage to agricultural property and products; (d) steps over fencing to access the Property; (e)picnic tables and shelters; (f)benches; (g)port-a-pottys Hardscrabble CE 6b Page 9 and/or restroom facilities; (h)accessibility facilities, (i)impervious pavement to resurface the area used to park vehicles; (j)gates; (k)a trail or trails from the Brush Creek Fishing Access Parking Area that connects with other trails or areas which may include planks or other similar improvements to avoid damage to the Property; and(1) such other improvements, erosion control, drainage, security measures,landscaping and berms, and facilities and improvements as Grantor deems necessary for public access to and enjoyment of the Property. 5.3.4. Trail Gulch Trailhead Access Parking Area. Grantor may place,install, construct,maintain,repair and replace the following new improvements in the Trail Gulch Trailhead Access Parking Area: (a)interpretive,regulatory, and directional signage; (b) wildlife resistant trash collection containers; (c)post and rail or other wildlife friendly fencing except where other fencing is needed to prevent damage to agricultural property and products; (d)picnic tables and shelters; (e)benches; (f)port-a-pottys and/or restroom facilities; (g)accessibility facilities, and(h) enlargement of existing parking area and impervious pavement to resurface area to be used to park vehicles; (i)gates; (j)such other improvements, erosion control,drainage, security measures, landscaping and berms, and facilities and improvements as Grantor deems necessary for public access to and enjoyment of the Property. 5.3.5. Secondary Fishing and Trail Access Area. Grantor may place, install, construct,maintain,repair and replace the following new improvements in the Secondary Fishing and Trail Access Area: (a)interpretive,regulatory, and directional signage; (b) wildlife resistant trash collection containers; (c)post and rail or other wildlife friendly fencing except where other fencings is needed to prevent damage to agricultural property and products; (d)picnic tables and shelters; (e)benches; (f)port-a-pottys and/or restroom facilities; (g) accessibility facilities, and(h)parking area and impervious pavement to resurface area to be used to park vehicles; (i)gates; (j) such other improvements, erosion control, drainage, security measures,landscaping and berms, and facilities and improvements as Grantor deems necessary for public access to and enjoyment of the Property. 5.3.6. Skier Parking Access Area. Grantor may place, install, construct,maintain, repair and replace the following new improvements in the Skier Parking Access Area: (a)interpretive,regulatory, and directional signage; (b)wildlife resistant trash collection containers; (c)post and rail or other wildlife friendly fencing except where other fencing is needed to prevent damage to agricultural property and products; (d)picnic tables and shelters; (e)benches; (f)port-a-pottys and/or restroom facilities; (g)accessibility facilities, and(h)parking area and impervious pavement to resurface area to be used to park vehicles; (i) gates; (j) such other improvements, erosion control,drainage, security measures, landscaping and berms, and facilities and improvements as Grantor deems necessary for public access to and enjoyment of the Property. 5.3.7. Access Areas. Grantor may place,install,construct,maintain,repair and replace the following new improvements in the Access Areas: (a)interpretive, regulatory, and directional signage; (b)wildlife resistant trash collection containers; (c)post and rail or other wildlife friendly fencing except where needed to prevent damage to agricultural property and products; (d)picnic tables and shelters; (e)benches; (f)port-a-pottys and/or restroom facilities; (g) Hardscrabble CE 6b Page 10 accessibility facilities, and(h) such other improvements, erosion control, security measures,parking,landscaping and berms,trails,and facilities and improvements as Grantor deems necessary for public access to and enjoyment of the Property. The maximum square footage of structures with a roof(e.g. covered picnic shelters,port-a-pottys and/or restroom facilities)within the areas described in Sections 5.3.3 to 5.3.7 shall not exceed 6,000 square feet. 5.3.8. Paving,Impervious Surfaces.No portion of the Property shall be paved or covered with material that does not allow water to percolate into the soil(for purposes of this Easement collectively defined as"pave") except Roads,and areas in the Building Areas,the Trail to connect the existing paved trail located on Parcel 1 to the Haymeadow development, any such Trails as designated in the Management Plan, and to comply with 42 U.S.C. §§12101 et seq.,as amended from time to time. Notwithstanding any terms to the contrary in this Deed,paved surfaces shall not exceed two percent(2%)of the Property(the"Impervious Surface Limitation"). The Impervious Surface Limitation does not include Brush Creek Road, Salt Creek Road or the Permitted New Road described in Section 5.4.1.2, and any future widening of those roads,or other roads or improvements owned and controlled by parties with superior rights to those rights conveyed to the Grantee by this Deed. 5.4. Other Improvements. 5.4.1. Roads and Trails. For purposes of this Section, "Roads"shall mean any permanent road that is graded, improved or maintained,including any seasonal unimproved roads and two-track roads. "Trails"shall mean any unimproved or improved path, or paved or unpaved trail constructed or established by human use,but shall not include trails established by wildlife or livestock. Grantor may only construct Roads or Trails in the manner permitted below and only after providing notice to Grantor in accordance with Section 19(Grantor's Notice). 5.4.1.1.Roads;Emergency or Temporary Access. Grantor may construct, maintain,repair,replace, enlarge and pave any Roads (subject to the limitation in Section 5.3.8)for safety, access to and administration of the Property. Brush Creek Road, Salt Creek Road, and Old Salt Creek Road may be expanded as determined necessary by the Board of County Commissioners of Eagle County,in its discretion. Any other expansion of Roads shall be consistent with the Purpose, as determined by Grantor in its reasonable discretion. In addition, Grantor may maintain repair, replace and pave any existing Roads described or depicted in the Baseline Report or such other Roads as are designated in the Management Plan as being consistent with the Purpose. Grantor may permit emergency access across the Property on existing Roads for the Cordillera community. 5.4.1.2.New Roads. Grantor may with notice to Grantor in accordance with Section 19(Grantor's Notice)install, construct,maintain,repair,replace and pave a new road in the location identified on Exhibit B the "Permitted New Road". The Permitted New Road shall not exceed 50 feet in width. Additional new roads shall require Grantor's Notice (Section 19)and Grantee's Approval(Section 20). Hardscrabble CE 6b Page 11 5.4.1.3. Trails. Grantor may maintain,construct,repair,replace and establish Trails on the Property as Grantor determines in its discretion are consistent with the Purpose. A paved Trail may be located on the Property and is anticipated to tie into the existing paved Trail located on Parcel 1 and to the Haymeadow development; such Trail tread shall not exceed twelve(12)feet in width,except as otherwise provided in the Management Plan. The surface of other Trails shall be dirt, gravel,rock, crusher fines or other natural and impervious surface,the width of any Trail tread shall not exceed eight(8) feet except as otherwise provided in the Management Plan. The Trails may include bridges,railings, steps, fences, signage, drainage,berming and other associated Trail improvements within or adjacent to the Trail tread. Grantor reserves the right to pave and make improvements to the Trails, and to make improvements and allow use of the Trails as may be required under the law to comply with 42 U.S.C. §§12101 et seq.,as amended from time to time. The Management Plan shall set forth general guidelines for the width,use and maintenance of the Trails. 5.4.1.4. Cemetery. A Trail may be constructed to provide access to the Newcomer Cemetery. 5.4.2. Fences. Grantor may maintain,repair and replace existing fences and construct new fences anywhere on the Property,including along Trails and to prevent conflict between public access and agricultural uses,provided that the design of fences shall facilitate the movement of wildlife across the Property except where needed to prevent damage to agricultural property and products. 5.4.3. Utility Improvements. Energy generation or transmission infrastructure and other utility improvements including but not limited to: (i)natural gas distribution pipelines; (ii) electric power poles,transformers, and lines; (ii) telephone and communications towers,poles, and lines; (iii) septic systems and leach fields; (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"),that currently exist on the Property, may be maintained,repaired or replaced with an improvement of similar size and type at their current locations on the Property, or as otherwise provided in any right which exists as of the date of this Deed,without further permission from Grantee. Grantor shall not enlarge or construct any new Utility Improvements without Grantee's approval pursuant to Sections 19(Grantor's Notice)and 20 (Grantee's Approval),provided,however,that Grantor reserves the right to construct Utility Improvements solely to provide utility services to the improvements permitted by this Easement and within the Building Areas, provided that no Utility Improvements exceed thirty-five feet in height. Prior to the construction of any permitted Utility Improvements on the Property, Grantor shall provide notice of such construction to Grantee. Following the repair, replacement, or construction of any Utility Improvements by Grantor,Grantor shall promptly restore any area disturbed by it to a condition which is 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(a"Third-Party Right")is subject to Section 7.8 (Easements, Rights of Way or Other Interests). Existing Third-Party Rights may allow the right to access,construct,maintain, Hardscrabble CE 6b Page 12 repair and replace Utility Improvements in accordance with the existing Third- Party Right and any disturbance of the Property shall be governed by such existing Third-Party Right or statutory or common law right and obligation. Limited renewable energy generation systems are permitted for use on the Property primarily for the purpose of allowing Grantor to offset its energy consumption on the Property and shall be located in the Ranch Headquarters Building Area or the Recreation and Education Building Area, except that self- contained solar or renewable energy devices connected to individual agricultural ' pumps,permitted signs or other permitted improvements, are permitted wherever such improvement are permitted on the Property.Any limited renewable energy generated on the Property in accordance with this paragraph within the Ranch Headquarters Building Area or the Recreation and Education Building Area 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. 5.4.4. Signs. Grantor may place and maintain no-trespassing, instructional, donor recognition signs,interpretive,regulatory, and directional signs,provided that such signs do not exceed twelve(12) square feet. Grantor may place larger signs on the Property with Grantee's approval pursuant to Sections 19(Grantor's Notice)and 20(Grantee's Approval). 6. Resource Management. Grantor recognizes the importance of good resource management and stewardship to preserve and protect the Conservation Values. To accomplish the preservation and protection of the Conservation Values in perpetuity, Grantor shall operate,manage and maintain the Property in a manner that promotes the continued viability of the natural resources on the Property while maintaining any permissible productive uses of the Property, subject to the provisions of Section 7. Specifically, Grantor shall conduct the uses listed below in a manner consistent with the Purpose. If Grantee believes any resource management practice(s)are not consistent with the Purpose, Grantee, in addition to all of its rights under this Deed, may request that the Parties consult with a mutually agreed upon resource management professional with a mutually agreed upon fee for services. This professional will provide written recommendations for said resource management practice(s)and Grantor shall follow the resource management professional's reasonable recommendations, only after Grantor and Grantee have jointly determined that said recommendations are consistent with the Purpose. Grantor shall pay the costs for such consultation,including any fees for the resource management professional. 6.1. Timber. Grantor may prune trees, shrubs and other vegetation, and may cut trees, shrubs and other vegetation to control insects and disease,to control invasive,non-native species,to prevent personal injury and property damage, for access to and restoration of stream corridors,and for fire mitigation purposes including limited and localized tree and vegetation thinning and the creation of defensible space for permitted improvements. Grantor may also cut dead trees for domestic uses on the Property such as firewood and construction of permitted improvements and fences. Any large scale fire mitigation activities or commercial timber harvesting activities shall be conducted on a sustainable yield basis and in substantial accordance with a forest management plan prepared by a professional forester at Grantor's expense,which plan shall be reviewed by Grantee, and shall not be effective unless and until approved by Grantee pursuant to Sections 19 (Grantor's Notice)and 20 (Grantee's Approval). 6.2. Wildfire. In the event of a wildfire, any and all methods of extinguishing the fire are permissible, subject to Section 6.3 below. In the event of a wildfire the Property may be Hardscrabble CE 6b Page 13 used for staging for fire activities, for camping of fire fighters,and for other temporary uses for wildfire control and mitigation. 6.3. Force Majeure. Grantor shall not be obligated to send any prior notice to Grantee, and Grantee shall not be entitled to bring any action against Grantor,with respect to any prudent, good faith activity undertaken by Grantor to prevent, abate, or mitigate injury to the Property immediately before, during, or immediately following fire, flood, storm, earth movement, acts of war,and similar causes beyond the control of Grantor. Grantor will promptly inform Grantee of injury to the Property caused by such events or actions. 6.4. 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 and Management Plan. Grantee has no responsibility for the management of noxious weeds and invasive plant species. Mowing,use of chemicals in accordance with applicable law, prescribed burns and other property management and weed control methods are permitted. 6.5. Relatively Natural Habitat Grantor may conduct any activities to create, maintain, restore, or enhance wildlife habitat and native biological communities on the Property, including improvements to streams and streambank stabilization,provided that such activities do not have a material adverse effect on the Conservation Values.. If such activities could have a material adverse effect on the Conservation Values, Grantor must first notify Grantee and obtain Grantee's consent pursuant to Sections 19(Grantor's Notice)and 20 (Grantee's Approval). 6.6. Minerals and Other Deposits. As of the Effective Date,Grantor owns all of the coal, oil, gas,hydrocarbons, and other minerals (the"Minerals")located on,under, or in the Property or otherwise associated with the Property. This Easement expressly prohibits the mining or extraction of Minerals using any surface mining method,however Grantor may extract soil, sand, gravel or rock without further permission from Grantee so long as such extraction: (i)is solely for use on the Property for non-commercial purposes; (ii)is in conjunction with activities permitted herein, such as graveling roads and creating stock ponds, filling sink holes,and stabilizing ditches; (iii)is accomplished in a manner that is consistent with the Purpose; (iv)is taken from either(a)the borrow site located on the Mesa Hay Meadow or the borrow site located on the Big Meadows (both of which borrow sites are described in the Baseline Report and which shall not exceed one and one-half(1 1/2)acres in size each)or(b)a borrow site approved by Grantee in accordance with Section 20 (Grantee's Approval)after Grantor provides notice to Grantee pursuant to Section 19 (Grantor's Notice); and(v) is mined using methods that have a limited and localized impact on the Property but are not irremediably destructive of the Conservation Values. In the event Grantor determines that a borrow site is no longer needed and will be abandoned, such borrow site shall be reclaimed and revegetated within one year of the abandonment. This provision shall be interpreted in a manner consistent with I.R.C. § 170(h), as amended, and the Treasury Regulations adopted pursuant thereto. 6.7. Recreation. Grantor may undertake, or permit members of the public to undertake non- motorized recreation on the Property,including,but not limited to, educational activities, wildlife watching,hiking,biking(including electric biking as set forth in the Management Plan), equestrian, ice skating, floating,hunting and fishing(in accordance with Eagle County regulations and regulations of the Colorado Division of Parks and Hardscrabble CE 6b Page 14 Wildlife)and snowshoeing and cross-country skiing,provided they are undertaken in accordance with the Management Plan. Motorized access to the Property is prohibited except in accordance with the provisions of Section 7.7. 6.8. Special Events. Grantor also reserves the right to conduct, or to permit others to conduct, special events on the Property,provided such special events are specifically approved by Grantee as part of the Management Plan or are otherwise approved by Grantee pursuant to Sections 19(Grantor's Notice)and 20(Grantee's Approval), and provided Grantor conducts such special events in a manner that minimizes damage to the Conservation Values and promptly and diligently re-vegetates any disturbed areas with native seed and/or vegetation. 6.9. Public Access. Nothing contained herein shall be construed as affording the public access to any portion of the Property. The Parties acknowledge that Grantor reserves the right to permit public access to the Property,in accordance with the Management Plan, for use by the public for purposes permitted by this Deed, and that such public access may be regulated by Grantor as necessary and appropriate to protect public health and safety,to protect wildlife(including seasonal closures), wildlife habitat,wildlife migration,and agricultural operations, and any other matters deemed necessary by Grantor,in its discretion. 6.10. Water Features. The maintenance, improvement,and repair or replacement of existing domestic and non-domestic water improvements such as ponds(which may be lined, dredged or excavated),reservoirs,irrigation ditches (which may be piped,relocated or consolidated on the Property),pipes,headgates, flumes,pumps,wells, and monitoring wells, if any, including by any third party having a right to do so,is permitted. Installation of center pivot system or similar irrigation system is permitted.The construction of new water improvements or enlargement of existing water improvements is permitted provided that such activity is consistent with the Purpose,pursuant to Section 19(Grantor's Notice)and Section 20 (Grantee's Approval). Any portion of the Property that is disturbed by Grantor's maintenance,repair,construction or enlargement of water improvements shall be restored to a condition that is consistent with the Purpose within one year after said activity is completed. 6.11. Water Rights. The Parties agree that it is appropriate to encumber certain water rights associated with,historically used on,or attached,allocable or appurtenant to the Property with this Easement pursuant to C.R.S. § 38-30.5-102, including all of Grantor's right, title, and interest in and to the water and water rights described in Exhibit D attached hereto and made a part hereof,together with all associated canals, ditches,laterals, headgates, springs,wells,ponds,reservoirs,permits, and easements and rights of way (collectively,the"Water Rights").Notwithstanding inclusion of the Water Rights in this Deed,the Water Rights are subject to any applicable restrictions identified in documents recorded in the Eagle County Clerk and Recorder's Office and affecting the Property as of the date of this Deed.Nothing herein shall prevent the Grantor from moving points of diversion, consolidating head gates and ditches or similar changes or improvements to the Water Rights so long as the Water Rights continue to be used on the Property consistent with the Purpose, and notice is provided(Grantor's Notice)pursuant to Section 19. Grantor may enter into ditch easements,relocation or maintenance agreements with third parties or as required or allowed by court order so long as the Water Rights continue to be used on the Property and notice is provided(Grantor's Notice)pursuant to Section 19. Hardscrabble CE 6b Page 15 6.11.1. Permitted Water Uses.The Parties agree that the Water Rights will be used according to their decreed terms subject to Grantor's right to move points of diversion, consolidate ditches and headgates or similar changes or improvements to the Water Rights so long as the Water Rights continue to be used on the Property and notice is provided(Grantor's Notice)pursuant to Section 19. The Parties further agree that the Water Rights are hereby dedicated and restricted exclusively for conservation purposes, including,but not limited to,the Conservation Values of the Property, agricultural,wildlife habitat,horticultural, wetlands,recreational, forest, or other uses consistent with the protection and restoration of open land, environmental quality, or life-sustaining ecological diversity(the"Permitted Water Uses"). The Permitted Water Uses specifically include: 6.11.1.1. Historical Use. The Parties agree that Grantor shall have the paramount right to use and enjoy the Water Rights on the Property consistent with recent historical practices, including continued irrigation or other historical use of the Water Rights. 6.11.1.2. Instream Flow Use. The Parties agree that Grantor may enter into temporary legally enforceable water leases, contracts, emergency water loans, or similar agreements for conservation purposes, not to exceed three(3)consecutive years or five(5) out of every ten(10)years, to increase instream flows and/or water levels in streams,rivers,lakes, and reservoirs to preserve or improve the natural environment of such water body(s),provided that: (1)Grantee has given its prior written consent to such arrangements,not to be unreasonably withheld; (2)that such use, in the opinion of Grantee,would not jeopardize the long-term Conservation Values of the Property; (3)that such arrangements do not permanently separate the Water Rights from the Property; and(4)that such arrangements comply with current law. 6.11.1.3. Restoration/Enhancement Use. Grantor may propose projects on the Property,including the riverbed of the Property,that prevent the degradation of,restore, and/or enhance and improve the quality of the watershed, wildlife habitat,and ecological health of the Property. These may include a change of Water Rights pursuant to C.R.S. § 37-92-302 or any successor statute(a"Change") or water infrastructure construction. Such Change or construction shall be undertaken only after creation of a site specific plan for restoration/enhancement,which has been submitted to and approved by Grantee pursuant to Sections 19(Grantor's Notice) and 20 (Grantee's Approval). 6.11.1.4. Grantor shall have the paramount right to use and enjoy the Water Rights on the Property consistent with recent historical practices pursuant to Section 6.11.1.1,to use the Water Rights to benefit instream flows pursuant to Section 6.11.1.2,and to use the Water Rights for restoration or enhancement according to the terms and conditions of an approved restoration or enhancement plan pursuant to Section 6.11.1.3. In the event that Grantor can no longer use the Water Rights in accordance with recent historical practices,the Water Rights shall be used for other Permitted Water Uses. Grantor shall have the right to install,construct,maintain,repair,and if destroyed,reconstruct any Hardscrabble CE 6b Page 16 facilities related to the Water Rights(such as gages, ditches,wells, reservoirs,recharge ponds, etc.),unless the Conservation Values of the Property would be unreasonably damaged thereby, as determined by Grantee in its reasonable discretion. 6.11.2. Restrictions on Water Rights. Except as permitted by Section 6.11.1,the Parties agree that Grantor may not: (i) Change the Water Rights to or use the Water Rights for municipal, industrial, commercial, or any other new uses; (ii)Change the Water Rights for use other than on the Property; (iii) sell or lease the Water Rights,or encumber them separately from the Property or otherwise legally separate them from the Property. Grantor may have the points of diversion,or the type or the place of use,whether within or without the Property, changed so long as the Water Rights continue to be used on the Property consistent with the Purpose and notice is provided(Grantor's Notice)pursuant to Section 19. Grantor shall not,without the prior written approval from Grantee,which approval shall not be unreasonably withheld,develop any conditional water rights for use on the Property; or otherwise undertake any new development of water resources for use on the Property except as permitted herein or as allowed or required by court order. 6.11.3. Change of Conditions. Grantor expressly waives any claim to use, Change or transfer all or any part of the Water Rights other than as provided in this Easement,regardless of any future change in circumstances,change in values, or other reasons,based on any theory of reasonable accommodation or other theory that would release any or all of the Water Rights from the provisions of this Easement without Grantee's express written consent,which can be granted, withheld, or conditioned in its sole discretion. 6.11.4. Protection of Water Rights. In order to preserve and protect the Conservation Values of the Property, Grantor shall not abandon or allow the abandonment of any of the Water Rights,by action or inaction(except that Grantor may abandon or allow the abandonment of any conditional water rights associated with the Property, and may abandon the"augmentation use"of the Salt Creek Ditch granted in Case No. 99CW243,July 25,2013). Grantor shall annually report to Grantee the nature and extent of use of the Water Rights during the prior year, which report need not be in writing,but shall include copies of any reports submitted to the State or Division Engineer or Water Commissioner by Grantor. Grantor shall provide Grantee a copy of any written notice received by Grantor from any state water official concerning the use, or possible abandonment, of the Water Rights. If the Water Rights appear on the decennial abandonment list as provided by C.R.S. § 37-92-401 or any successor statute or either Party determines that the Water Rights are otherwise subject to a threat of abandonment, such Party shall give written notice to the other Party of such threat of abandonment and shall meet with the other Party to discuss the matter. If,and only if, Grantor fails to cure the threat of abandonment within 90 days of receiving such notice from Grantee, Grantee shall, in addition to any other remedies available to Grantee under this Easement or law,have the right to(1) enter the Property and undertake any and all actions reasonably necessary to continue the historical use of the Water Rights, if desired by Grantee; and(2) seek removal of the Water Rights from the decennial abandonment list. If the Water Rights remain subject to Hardscrabble CE 6b Page 17 abandonment,Grantee may, after consultation with Grantor, seek to Change the Water Rights to another Permitted Water Use. Grantor agrees to cooperate in any manner necessary to accomplish such changes, and authorizes and appoints Grantee as its agent and attorney-in-fact to file for and obtain any administrative or judicial approvals required to effectuate such changes. 6.12. Agriculture Agricultural Improvements including,gardening and ranching activities are permitted on the Property. Grantor may construct,maintain,repair,enlarge and replace Minor Agricultural Improvements anywhere on the Property without Grantee's approval. "Minor Agricultural Improvements"include corrals,pens,fenced or unfenced haystack yards, feeding troughs, livestock feeding stations,no more than three(3)sheds which shall be limited to 1500 square feet in size each,irrigation ditches and structures and stock watering ponds. Major agricultural structures such as barns and green houses, shall be located only in the Ranch Headquarters Building Area or the Recreation and Education Building Area and in accordance with the limitations set forth in Section 5.3.1 and 5.3.2. All agricultural uses shall be conducted using stewardship and management methods that preserve the natural resources upon which agriculture is based as part of the Management Plan. Long term stewardship and management goals include preserving soil productivity, maintaining natural stream channels and water quality,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. Grantor may store or accumulate agricultural products and by-products on the Property in accordance with all applicable government laws and regulations as is consistent with the Purpose. 7. Restricted Practices. 7.1. 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,regardless of whether the Property now consists of separate parcels, was acquired as separate parcels,or is treated as separate parcels for property tax or other purposes. Grantor may own the single parcel by joint tenancy or tenancy in common,consistent with Section 26.12 (Joint and Several Liability)and 26.13 (Ownership by Single Entity Consisting of Multiple Parties);provided,however,that Grantor shall not undertake any legal proceeding to partition in kind, subdivide or divide in any manner such undivided interests in the single parcel. 7.1.1. Land Use Approvals. Grantor and Grantee acknowledge that as of the recording of this Deed,the County(without being required to do so)is seeking to(a) amend the Frost Creek and Salt Creek PUD such that the PUD Guide recorded at reception numbers 201712618 and 201712838,Eagle County, Colorado is amended to remove references to,and the same will not apply to, Parcel 1 as defined in Exhibit A("Parcel 1"); (b)amend the Plat of the Frost Creek and Salt Creek PUD,Filing,No. 2, Salt Creek Recorded July 8,2008 under reception number 200814345,Eagle County, Colorado,to create a single parcel and to remove plat notes that will no longer apply as a result of the removal of Parcel 1 Hardscrabble CE 6b Page 18 from the Frost Creek and Salt Creek PUD; and(c)rezone Parcel 1 to the Resource zone district to be consistent with zoning on the remainder of the Property. County shall be solely responsible for obtaining such approvals and nothing herein shall be considered to be pre-approval by Eagle County of such applications, or a requirement that such approvals be obtained. 7.2. Surface Disturbance. 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. The acts set forth in Section 6.6 are permitted. 7.3. Commercial or Industrial Activity. Grantor shall not conduct industrial uses on the Property. Grantor shall not conduct commercial uses of the Property that are inconsistent with the Purpose. Grantor may allow professional guides or outfitters to access and use the Property as set forth in an approved Management Plan. 7.4. Feed Lot. Grantor shall not establish or maintain a feed lot. For purposes of this Easement,"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 Grantor from seasonally confining livestock into an area, corral or other facility for warm-up or feeding, or from leasing or subleasing pasture for the grazing of livestock owned by others. 7.5. Trash. Grantor may not dump or accumulate any kind of trash,sludge, or refuse on the Property, except for agricultural-related trash and refuse produced on the Property that is disposed of in a manner that is consistent with the Purpose and trash contained within wildlife resistant trash containers. 7.6. Hazardous Materials. Grantor may use agri-chemicals on the Property in accordance with all applicable federal, state or local laws. For purposes of this Easement, "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.Without limiting the foregoing,nothing in this Easement shall be construed as giving rise to any right or ability in Grantee or the Board,nor shall Grantee or the Board have any right or ability,to exercise physical or managerial control over the day-to-day operations of the Property, or otherwise to become an operator with respect to the Property within the meaning of CERCLA,as amended. 7.7. Motor Vehicle Operation. Grantor,and any other entity or person Grantor authorizes, may use motorized vehicles, including without limitation all-terrain vehicles and agricultural and construction vehicles(i) on any Roads, including to access the Building Areas and the Access Areas; (ii)on any portion of the Property that is not a Road provided that such use of vehicles off of the Roads shall be only for(a) construction, replacement or maintenance of the improvements permitted by this Easement or for property management purposes pertaining to permitted agricultural and other uses including but not limited to,maintenance of the Trails,weed control, and habitat Hardscrabble CE 6b Page 19 restoration,or(b)hunting access as provided in the Management Plan; and(iii)on any portion of the Property as permitted in the Management Plan. Notwithstanding the foregoing, Grantor shall have the right to permit motorized access on the Trails in order to comply with 42 U.S.C. §§ 12101 et seq. Any portion of the Property disturbed due to the use of motor vehicles shall be restored to a condition consistent with the Purpose. 7.8. Easements,Rights of Way or Other Interests. The Property is subject to certain existing agreements,third-party easements,rights of way or other interests including access and maintenance rights for various ditches that traverse the Property; this Easement does not affect such existing agreements, easements,rights of way or other interests and the rights of Grantor and third parties thereunder. Grantor may convey emergency access across the Property for the benefit of the Cordillera community, as determined by Grantor in its discretion. Grantor may enter into ditch easements or relocation and maintenance agreements with third parties consistent with the Purpose or as required or allowed by law,including court order. The conveyance or modification of any other 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 19(Grantor's Notice)and 20(Grantee's Approval). 7.9. Other Restricted Uses. Grantor shall not construct or establish golf courses, sod farms, helicopter pads,and airstrips. 8. Responsibilities of Grantor and Grantee Not Affected. Other than as specified herein, this Easement 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 Easement 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 Easement relieves Grantor of any obligation or restriction on the use of the Property imposed by law. Among other things, this shall apply to: 8.1. Taxes. In the event the Grantor or Property ever become subject to real or personal property taxes or assessments levied against the Property, Grantor shall 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. 8.2. No Liability. Grantee and its members, officers,directors,employees, agents,and contractors ("Grantee Parties") shall not be liable for injuries or damages occurring on, or arising from,the Property, except to the extent due to the negligence or intentional acts of Grantee Parties. The Board, and its members, officers, directors,employees, agents, and contractors ("Board Parties") shall not be liable for injuries or damages occurring on, or arising from,the Property. Grantee shall indemnify, defend and hold the Board and Grantor and its 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 occurring on or about or related to the Property arising out of the Grantee Parties' actions on the Property. Liability of Grantor,if any, shall not Hardscrabble CE 6b Page 20 exceed an amount equal to any limits set forth in the Colorado Governmental Immunity Act now existing or as may hereafter be amended to the extent applicable to Grantor,nor confer any rights or benefits on any person or activity not a party to this Agreement. Grantor does not waive or intend to waive the limitations on liability which are provided to it under the Colorado Governmental Immunity Act,C.R.S. § 24-10-101 et seq. Grantor agrees to obtain and maintain at all times, commercial general liability insurance consistent with the limits set forth in the Governmental Immunity Act,naming Grantee as an additional insured. Grantor shall provide proof of such insurance upon request by Grantee. 9. Enforcement. 9.1. General Provisions. Grantee shall have the right to prevent and correct or require correction of violations of the terms of this Deed. If Grantee determines that immediate entry is required to inspect for,prevent,terminate, or mitigate a violation of the terms of this Deed, Grantee may enter the Property without advance notice. If such entry occurs, Grantee shall notify Grantor within a reasonable time thereafter. If Grantee determines that a violation has occurred, Grantee shall notify Grantor as well as the Board of the nature of the alleged violation in writing. Upon receipt of said notice,Grantor shall immediately cease the alleged violation and within thirty(30) days either(i)if necessary, provide a written plan for restoration and remediation of the Property and, once approved by Grantee,restore or remediate the Property in accordance with the plan; or(ii)provide written documentation demonstrating that the activity is permitted and is not a violation. Grantee's acceptance of Grantor's actions under(i)or(ii)above shall be in Grantee's sole discretion, and shall be confirmed by Grantee in writing. If Grantor is unable or unwilling to immediately cease the alleged violation, and comply with(i) or(ii)above, the Parties agree to resolve the dispute through mediation as set in forth in Section 27 or judicial process. The Board shall in no event be required to participate in any mediation. At any point in time, Grantee may take appropriate legal action,including seeking an injunction,to stop the alleged violation. 9.2. Costs of Enforcement. Any costs incurred by Grantee in enforcing the terms of this Easement against Grantor,including,without limitation, costs and expenses of suit, and reasonable staff time and attorneys' fees necessitated by Grantor's violation of the terms of this Easement, shall be borne by Grantor. If the deciding body determines that Grantor is the prevailing party on all claims in any court action to enforce the terms of this Easement, the Parties shall each be responsible for their own costs and attorney fees. The foregoing two sentences are subject to the following: 9.2.1. Any costs of restoration necessitated by Grantor's violation of the terms of this Easement, shall be borne by Grantor. 9.2.2. If an action is brought to enforce the final decision of the mediator that was agreed to by the Parties,then the prevailing party shall be entitled to payment from the non-prevailing party of its costs incurred in enforcing the terms of the final decision,including,without limitation, its costs and expenses of suit, and attorneys' fees. 9.3. Grantee's Discretion. Grantee's remedies described in this Section 9 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 as described in C.R.S. § 38-30.5-108. 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 Hardscrabble CE 6b Page 21 action shall not waive any of Grantee's rights, claims or interests in pursuing any such action at a later date. 10. Transfer of Property. Any time the Property or a portion thereof is transferred by Grantor to any third party,Grantor shall pay a transfer fee of$500 to Grantee to be used for purposes consistent with Grantee's mission, except that such transfer fee shall not apply to the transfer from the original Grantor(The Conservation Fund)to its successor,the County. Grantor agrees to incorporate the terms of this Easement by reference in any deed or other legal instrument by which it divests itself of any interest in all or a portion of the Property,including,without limitation, a leasehold interest. Grantor shall notify Grantee in writing within(5)business days after closing using the form in Exhibit E attached hereto and made a part hereof, and shall attach to the form a copy of the recorded 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 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. 11. Condemnation. Grantor shall notify Grantee 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 13. 12. Termination or Extinguishment of Easement. Except as provided in Section 11 (Condemnation),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 13. 13. Compensation upon Condemnation, Termination, or Extinguishment. 13.1. This Deed constitutes a real property interest immediately vested in Grantee,the value of which the Parties agree is fifty-five percent(55%)of the value of the Property unencumbered by this Easement(the"Easement Value Percentage"). The Easement Value Percentage shall be used to determine Grantee's compensation according to the following Section 13.2. 13.2. Condemnation or Other Extinguishment. If this Deed is taken,in whole or in part,by exercise of the power of eminent domain("Condemnation"),or if circumstances arise in the future that render the Purpose impossible to accomplish,this Deed can only be terminated,whether in whole or in part,by judicial proceedings in a court of competent jurisdiction. Each Party shall promptly notify the other Party and the Board in writing when it first learns of such circumstances. Grantee shall be entitled to full compensation for its interest in any portion of this Deed that is terminated as a result of Condemnation or other proceedings. Grantee's proceeds shall be an amount at least equal to the Hardscrabble CE 6b Page 22 Easement Value Percentage multiplied by the value of the unencumbered fee simple interest(excluding the value of any improvements)in the portion of the Property that will no longer be encumbered by this Deed as a result of Condemnation or termination. Grantor shall not voluntarily accept proceeds equal to less than the full fair market value of the affected Property unrestricted by this Deed without the approval of Grantee and the Board. The County shall be entitled to receive sixty-eight and 7/10s percent(68.7%) of Grantee's share of the proceeds. The Board shall be entitled to receive nineteen and 2/1Os percent(19.2%) of Grantee's share of the proceeds. Eagle Ranch shall be entitled to receive four and 4/10s percent(4.4%) of Grantee's proceeds. The Town shall be entitled to receive three and 3/10s percent(3.7%)of Grantee's proceeds. Upon Grantee's receipt of its share of the proceeds,Grantee shall promptly remit to the County,the Board, Eagle Ranch and the Town their respective share of these proceeds. Grantee shall use its proceeds in a manner consistent with the conservation purposes of this Deed. 13.3. Grantee's use of its share of such proceeds shall comply with Treas.Reg. § 1.170A- 14(g)(6). 13.4. 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. 14. Assignment; Transfer of Easement. 14.1. This Deed is transferable,but Grantee may assign its rights and obligations under this Deed only to an organization that: 14.1.1. is a qualified organization at the time of transfer under I.R.C. § Section 170(h)as amended(or any successor provision then applicable)and the applicable regulations promulgated thereunder; 14.1.2. is authorized to acquire and hold conservation easements under Colorado law; 14.1.3. agrees in writing to assume the responsibilities imposed on Grantee by this Deed; and 14.1.4. is approved in writing as a transferee by the Board and the County in the sole and absolute discretion of each entity. Grantee shall provide the Board and the County with a written request to assign the Deed at least 45 days prior to the date proposed for the assignment transaction. 14.2. The Board and the County,with approval of the Board, shall each have the right to require Grantee to assign its rights and obligations under this Deed to a different organization if Grantee ceases to exist; is unwilling,unable,or unqualified to enforce the terms and provisions of this Deed; or is unwilling or unable to effectively monitor the Property for compliance with this Deed at least once every calendar year. Prior to any assignment under this Section 14.2,the Board and the County,with approval of the Board, shall consult with Grantee and provide Grantee an opportunity to address the Board's and/or the County's concerns. If the Board's or the County's concerns are not addressed to the satisfaction of each,the Board or the County,with approval of the Board,may require that Grantee assign this Deed to an organization designated by the Board and the County that complies with Section 14.1.1, 14.1.2 and 14.1.3,above. Hardscrabble CE 6b Page 23 14.3. If Grantee desires to transfer this Deed to a qualified organization having similar purposes as Grantee,but Grantor or the Board has refused to approve the transfer, Grantee may seek an order by a court with jurisdiction to transfer this Deed to another qualified organization having similar purposes that agrees to assume the responsibility imposed on Grantee by this Deed,provided that Grantor,and the Board shall have adequate notice of and an opportunity to participate in the court proceeding leading to the court's decision on the matter. 14.4. Upon compliance with the applicable portions of this Section 14,the Parties shall record an instrument completing the assignment in the property records of the county or counties in which the Property is located and provide a copy of the recorded assignment to the Board. Assignment of the Deed shall not be construed as affecting the Deed's perpetual duration and shall not affect the Deed's priority against any intervening liens,mortgages, easements, or other encumbrances. 15. Subsequent Transfers after Transfer from the Fund to the County. Grantor shall incorporate by reference the terms and conditions of this Deed in any deed or other legal instrument by which it divests itself of any interest in all or a portion of the Property. Grantor further agrees to give written notice to Grantee and the Board of the transfer of any interest at least 45 days prior to the date of such transfer and may be required to pay the Board an Additional Board Refund under Section 16. The failure of Grantor to perform any act required by this Section 15 shall not impair the validity of this Deed or limit its enforceability in any way. Grantee and the Board have been given proper notice of and consent to the transfer of the Property form the Fund to the County. 16. Additional Board Refund. The Board's Grant has provided partial consideration for Grantor's acquisition of fee title to the Property,the associated Water Rights, and/or partial real estate interest in the Property above and beyond this Deed; therefore, any voluntary sale, conveyance, transfer, or other disposal of all or any portion of Grantor's interest in the Property or the associated Water Rights("Sale"), excluding the transfer of the Property from the Fund to the County, and any lease or sublease of the Property or the Water Rights to a third party in the ordinary course of using the Property for permitted purposes, shall constitute a material change to the Grant that shall require prior written Board approval and may require a separate refund to the Board of an amount to compensate the Board for use of the Board's Grant,plus administrative costs (the"Additional Board Refund"), in addition to any payment that the Board may be entitled to receive under Section 13 above. In the event of any condemnation of the fee title,the requirements of this section shall continue to apply with the exception of the need for prior written Board approval. 16.1. Amount. The amount of the Additional Board Refund shall be based upon a percentage of Grantor's net proceeds from the Sale or condemnation of the fee title(which shall be defined as the fair market value of the property being sold in the Sale or condemnation of the fee title, minus direct transaction costs)("Net Proceeds"). The Additional Board Refund shall be determined by: a)first dividing the Board's Grant amount by the original purchase price for fee title to the Property;b)then by multiplying the resulting ratio by the Net Proceeds; and c)adding interest figured from the Grant payment date at the Prime Rate listed by the Federal Reserve Bank of Kansas City,Missouri that is most current on the effective date of the Sale or condemnation of the fee title. The Board may,in its sole discretion,waive the requirement for payment of interest or reduce the amount of interest due at the time of the Sale or condemnation of the fee title. The Additional Board Refund shall be paid to the Board in cash or certified funds on or before the effective date of the Sale or condemnation of the fee title. Hardscrabble CE 6b Page 24 16.2. Possible Exception to Refund Requirement. If a Sale or condemnation of the fee title occurs to a third party that is eligible to receive open space funding from the Board, and the Board has provided written confirmation of the third party's eligibility, Grantor shall not be required to pay the Board an Additional Board Refund,unless the Board determines in its sole discretion that one or more aspects of the Grant have changed that reduce the Grant project's scope from that of the original Grant as approved by the Board. 17. Perpetual Duration. This Easement shall be a servitude running with the land in perpetuity. The provisions of this Easement that apply to Grantor or Grantee shall also apply to their respective agents,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 acts or omissions occurring prior to such transfer shall survive the transfer. 18. Change of Conditions or Circumstances. A change in the potential economic value of any use that is prohibited by or inconsistent with this Deed, or a change in any current or future uses of neighboring properties,shall not constitute a change in conditions or circumstances that make it impossible for continued use of the Property,or any portion thereof, for conservation purposes and shall not constitute grounds for terminating the Deed in whole or in part. In conveying this Deed, the Parties have considered the possibility that uses prohibited or restricted by the terms of this Deed may become more economically valuable than permitted uses,and that neighboring or nearby properties may in the future be put entirely to such prohibited or restricted uses.It is the intent of Grantor,Grantee and the Board that any such changes shall not be deemed to be circumstances justifying the termination or extinguishment of this Deed,in whole or in part. In addition,the inability of Grantor,or Grantor's heirs,successors,or assigns,to conduct or implement any or all of the uses permitted under the terms of this Deed, or the unprofitability of doing so,shall not impair the validity of this Deed or be considered grounds for its termination or extinguishment, in whole or in part. In the event Grantor believes that agriculture is no longer a Conservation Value,Grantor 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. 19. 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. 20. 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 may be withheld if Grantee is unable to immediately evaluate the proposed action and so notifies Grantor within such thirty(30)day period. Grantor shall not engage in the proposed act or use until Grantor receives Grantee's approval in writing. As part of its determination, Grantee shall consider the proposed manner in which the proposed activity will be conducted,whether it complies with the terms of this Easement, and the likely impact on the Conservation Values. Grantee's approval may be withheld if Grantee reasonably determines that there is any risk that the activity as proposed is inconsistent with the Purpose. Grantor shall pay any and all costs associated with the evaluation of the proposed use or activity, including,but not limited to, staff time, legal fees,and resource specialist fees. Hardscrabble CE 6b Page 25 21. Notices. Any notice that either Party is required to give to the other in writing shall be transmitted via fax,U.S.mail, overnight 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: 21.1. To the Grantor: The Conservation Fund 1655 N. Fort Myer Drive Suite 1300 Arlington,VA 22209-1399 Attention: General Counsel And upon transfer of the Property to the County as successor Grantor: Board of County Commissioners of Eagle County, Colorado P.O. Box 850 500 Broadway Eagle,CO 81631 With a copy to: Eagle County Open Space P.O. Box 850 500 Broadway Eagle, CO 81631 Eagle County Attorney P.O. Box 850 500 Broadway Eagle, CO 81631 21.2. To the Grantee: Eagle Valley Land Trust PO Box 3016 Edwards, CO 81632 20.1.3 To the Board: Executive Director State Board of the Great Outdoors Colorado Trust Fund 1900 Grant St., Ste 725 Denver, CO 80203 20.1.4 For the purposes of Section 13.2,notice to the Town shall be given as follows: Town of Eagle do Town Manager 200 Broadway P.O. Box 609 Hardscrabble CE 6b Page 26 Eagle, CO 81361 20.1.5 For the purposes of Section 13.2 notice to the Eagle Ranch Association shall be given as follows: Eagle Ranch Association PO Box 1630 Eagle,CO 81361 22. Liens on the Property. There are no current mortgages or monetary liens affecting this Property. No provisions of this Easement 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 Deed. 23. No Merger,Abandonment,Release, or Adverse Possession. A merger of this Deed and the fee title to the Property cannot occur by operation of law because,in addition to Grantee's rights and interest under this Deed,the Board has rights under this Deed. Under Colorado law,the existence of these rights precludes unity of title. If the 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. As a condition of such approval,the Board may require that Grantee first transfer the Deed to another qualified organization consistent with Section 14 above. In the event Grantee acquires fee title interest or any other interest in the Property without Grantee's prior knowledge(e.g.,receiving real property by will), Grantee must immediately provide notice of its acquisition to the Board, and the Board may require that Grantee transfer this Deed to another qualified organization consistent with Section 14 above. This Easement cannot be abandoned, released, or affected by adverse possession. 24. Grantor's Representations and Warranties. 24.1. Except as provided in Section 22, 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 and matters of record; (ii)has the right to grant access to the Property to Grantee for the purposes described in this Easement 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. 24.2. Grantor represents and warrants that,after reasonable investigation and to the best of its knowledge: 24.2.1. 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; 24.2.2. Grantor and the Property are in compliance with all federal state,and local laws, regulations, and requirements applicable to the Property and its use; 24.2.3. There is no pending or threatened litigation in any way affecting,involving, or relating to the Property; and 24.2.4. No civil or criminal proceedings or investigations have been instigated at any time or are now pending, and no notices, claims, demands, or orders have been received, arising out of any violation or alleged violation of, or failure to comply Hardscrabble CE 6b Page 27 with, any federal, state, or local law,regulation, or requirement applicable to the Property or its use. 25. Acceptance. Grantee hereby accepts without reservation the rights and responsibilities conveyed by this Deed for which no goods or services were exchanged or provided. 26. General Provisions: 26.1. Severability. If any provision of this Easement,or the application thereof to any person or circumstance, is found to be invalid,the remainder of the provisions of this Easement, 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. 26.2. 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. 26.3. 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. 26.4. Controlling Law and Liberal Construction. The provisions of this Easement 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 Easement 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.Nothing permitted by this Easement or approved by Grantee in accordance with this Easement constitutes approval by any government or regulatory agency for construction,development or land use;nor does any permit or approval granted by a government or regulatory agency override the terms of this Easement. Grantor retains responsibility for obtaining and complying with all necessary permits and applicable laws before engaging in uses or activities permitted under this Easement. 26.5. Deed Correction. The Parties shall cooperate to correct mutually acknowledged errors in this Deed(and exhibits), including typographical, spelling, or clerical errors.The Parties shall make such corrections by written agreement,which the Board must first approve in writing. Any corrections shall be recorded in the records of the Clerk and Recorder of the county or counties in which the Property is located. 26.6. Amendment. If circumstances arise under which an amendment to or modification of this Deed or any of its exhibits would be appropriate,Grantor and Grantee may jointly amend this Deed so long as the amendment: (i)is consistent with the Conservation Values and Purpose of this Deed; (ii) does not affect the perpetual duration of the restrictions contained in this Deed; (iii) does not confer a private benefit to Grantor or any other individual greater than the benefit to the general public(see Treas,Reg. § 1.170A 14(h)(3); (iv)does not result in private inurement for a board member, staff or contract employee of Grantee(see Treas.Reg. § 1.501(e)(3)-1(e)(2); (v) does not affect the qualifications of this Deed under any applicable laws; (vi) complies with Grantee's and the Board's procedures and standards for amendments(as such procedures and standards may be amended from time to time); and(vii)receives the Board's prior written approval. Any amendment must be in writing, signed by the Parties, and recorded in the Hardscrabble CE 6b Page 28 records of the Clerk and Recorder of the county or counties in which the Property is located. A copy of the recorded amendment shall be provided to the Board. Amendment of the Deed shall not affect the Deed's priority against any intervening liens, mortgages, easements,or other encumbrances. In order to preserve the Deed's priority,the Board may require that Grantee obtain subordinations of any liens,mortgages, easements, or other encumbrances, and the Board may require a new title policy. For the purposes of the Board's approval under item(vii)above,the term"amendment"means any instrument that purports to alter in any way any provision of or exhibit to this Deed. Nothing in this Section 26.6 shall be construed as requiring Grantee or the Board to agree to any particular proposed amendment. 26.7. 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 under this Deed 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. 26.8. Entire Agreement. The Recitals above are a material part of this Deed and are incorporated into this Deed. This Deed sets forth the entire agreement of the Parties with respect to the grant of a conservation easement over the Property and supersedes all prior discussions,negotiations,understandings, or agreements relating to the grant,all of which are merged in this Deed. 26.9. Development Rights. For purposes of this Easement, "Development Rights"are defined as all present or future rights to(i)construct,place,replace, 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,which includes without limitation, any rights in the Management Plan, the right to make new Improvements pursuant to Section 5,and the Environmental Attributes described below. Therefore, Grantor does not have the right to use or transfer any Development Rights conveyed to Grantee by this Deed. 26.10. Recording. Grantor shall record this Deed in a 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. 26.11. No Third Party Beneficiaries. This Deed is entered into by and between Grantor and Grantee, and is solely for the benefit of Grantor,Grantee, and the Board(and for the benefit of the Town and Eagle Ranch as to Section 13.2,above.)and their respective successors and assigns for the purposes set forth in this Deed. This Deed does not create rights or responsibilities in any third parties,including enforcement of the terms of this Deed,beyond Grantor,Grantee, and the Board. 26.12. 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. 26.13. Ownership by Single Entity Consisting of Multiple Parties. If Grantor at any time is an entity which consists of shareholders,partners or members, such Grantor entity is required to include in its operating agreement,bylaws or other documents setting forth the rights and responsibilities of the entity,the right to assess or to otherwise collect payment from such shareholders,partners or members for any monetary or other Hardscrabble CE 6b Page 29 obligations set forth in this Easement. Grantor shall provide a copy of such documentation at any time upon Grantee's request. 26.14. 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 26.14 shall modify the restrictions imposed by this Easement or otherwise impair the preservation and protection of the Conservation Values. 26.15. 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. 27. Mediation of Disputes. If Grantee or Grantor has an enforcement dispute as set forth in Section 9, or if Grantee denies a request by Grantor for approval pursuant to Section 20, Grantor may appeal Grantee's decision by requesting mediation with Grantee in a written notice to Grantee; provided that in no event shall the Board be required to participate in any mediation. Within ten (10)working days of the receipt of such request,the Parties shall select a single,trained, and impartial mediator with experience in conservation easements and other land preservation tools. Mediation shall then proceed in accordance with the following guidelines: 27.1. Purpose. The purpose of the mediation is to: (i)promote discussion between the Parties; (ii)assist the Parties to develop and exchange pertinent information concerning the issues in dispute; and(iii)assist the Parties to develop proposals which will enable them to arrive at a mutually acceptable resolution of the controversy. The mediation is not intended to result in any express or de facto modification or amendment of the terms, conditions,or restrictions of this Easement. 27.2. Participation. The Parties agree that they will participate in the mediation process in good faith and expeditiously, attending all sessions scheduled by the mediator. Representatives of the Parties with settlement authority will attend mediation sessions as required by the mediator. 27.3. Confidentiality. All information presented to the mediator shall be deemed confidential and shall be disclosed by the mediator only with the consent of the Parties or their respective counsel. The mediator shall not be subject to subpoena by any Party. No statements made or documents prepared for mediation sessions shall be disclosed in any subsequent proceedings or construed as an admission of a Party in accordance with Colorado Rules of Evidence, Rule 408. 27.4. Time Period. Neither Party shall be obligated to continue the mediation process beyond a period of sixty(60) days from the date of receipt of the initial request or if the mediator concludes that there is no reasonable likelihood that continuing mediation will result in a mutually agreeable resolution of the dispute. 27.5. Costs of Mediation. Grantor shall pay all of Grantee's expenses associated with the mediation,including attorneys' fees and consultant fees, except that Grantor and Grantee shall share the cost of the mediator. Hardscrabble CE 6b Page 30 28. Annual Appropriation.To the extent that any financial obligation set forth in this Easement is subject to the multiple fiscal year obligations as set forth in Article 10 of the Colorado Constitution or C.R.S. §29-1-110,such obligation may be subject to annual appropriation by Grantor. The foregoing is not an agreement or an acknowledgement by either Grantor or Grantee that any financial obligation which could arise pursuant to this Deed would be subject to the requirement that funds for such financial obligation must be appropriated by Grantor. Nothing in this Deed shall be deemed to be a waiver of any rights that Grantee may have pursuant to C.R.S. § 30-25-104. Nothing in this Section 28 shall prevent Grantee from enforcing this Deed in accordance with its terms, despite a failure by Grantor to appropriate funds. 29. Effective Date. The"Effective Date"of this Deed shall be the date of its recording in the Eagle County,Colorado, Clerk and Recorder's Office. TO HAVE AND TO HOLD,this Deed of Conservation Easement unto Grantee, its successors and assigns, forever. SIGNATURE PAGES TO FOLLOW. Hardscrabble CE 6b Page 31 IN WITNESS WHEREOF, Grantor and Grantee, intending to legally bind themselves,have set their hands on the date first written above. GRANTOR: The Conservation Fund, a Maryland nonprofit corporation By: Its: ACKNOWLEDGMENT COMMONWEALTH OF VIRGINIA) )ss. COUNTY OF ARLINGTON ) On this day of ,2017,before me , the undersigned Notary Public in and for the jurisdiction aforesaid,personally appeared as on behalf of The Conservation Fund, a Maryland non-profit corporation,known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was his/her act and deed for the purposes therein express. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public Name: Notary Registration Number My commission expires Hardscrabble CE 6b Page 32 GRANTEE: EAGLE VALLEY LAND TRUST, a Colorado nonprofit corporation By: Jim Daus, Executive Director STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this day of 2017,by Jim Daus as Executive Director of Eagle Valley Land Trust, a Colorado non-profit corporation. Witness my hand and official seal. My commission expires: Notary Public Hardscrabble CE 6b Page 33 EXHIBIT A Legal Description of the Property (4 pages) Parcel 1 LOT 1,AND TRACTS A,B,C AND D,AND ADAM'S RIB RANCH ROAD PRIVATE ROW, FROST CREEK AND 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 A PARCEL OF LAND LOCATED IN TRACTS 61,62,63,64,65,67 AND 69 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 N00°25'57"E,32.94 FEET; THENCE ALONG SAID 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)S 43°18'30"E,471.12 FEET; 5)S 44°46'44"E,97.90 FEET; 6)S 47°15'27"E,52.82 FEET; 7)S 55°20'50'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 MONUMENT 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 MONUMENT ON 1"IRON PIPE,FOUND IN PLACE;THENCE ALONG THE 1-6 LINE OF SAID TRACT 65 S00 Hardscrabble CE 6b Page 34 DEGREES 04'57"E, 1322.37 FEET TO CORNER NO.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 LINE OF SAID TRACT 65 S89 DEGREES 44' 17"W, 1318.79 FEET TO CORNER NO.5 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 SO2 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"REBAR, 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 29157"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 S00 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 OFSAID TRACT 69; THENCE DEPARTING SAID RIGHT-OF-WAY AND ALONG SAID 1-6 LINE S00 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 LOT4 S00 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, 3862.84 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 N00 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 N00 DEGREES 03'05"W, 1360.53 FEET TO CORNER NO.5 OF SAID TRACT 88 ALSO BEING A POINT ON THE 3-4 LINE OF SAID TRACT 69, BEING A 2 1/2"GLO BRASS CAP MONUMENT ON 1"REBAR,FOUND IN 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 NOl DEGREES 01'34"W, 1261.15 FEET TO THE POINT OF BEGINNING. Parcel 3 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 S00 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 S00 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; Hardscrabble CE 6b Page 35 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 S50 DEGREES 54'45"E; 3)S61 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)548 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)546 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)5 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 S12 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)S16 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; 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-WAY 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 506.69 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)502 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)509 DEGREES 37'40"E,217.68 FEET; 5)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)506 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 S00 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 1 1/4" RED PLASTIC CAP Hardscrabble CE 6b Page 36 • MONUMENT ON#5 REBAR,PLS#19598,FOUND IN PLACE;THENCE ALONG SAID 2-3 LINE N00 DEGREES 31'26"E, 1409.12 FEET TOA 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 OCTOBER 2, 1990 IN BOOK 539 AT PAGE 285 AT SAID CLERK AND RECORDER'S OFFICE BEARS N00 DEGREES 31'26"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) N08 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)S77 DEGREES 41'55"E,52.03 FEET; 16)S86 DEGREES 37'40"E;124.60 FEET; 17)S71 DEGREES 24'00"E,72.14 FEET; 18)576 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; 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 36'21"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 N00 DEGREES 02' 10"W,1382.72 FEET TO 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 S88 DEGREES 08'29"W,1290.58 FEET TO THE POINT OF BEGINNING,COUNTY OF EAGLE,STATE OF COLORADO. Excluding any portion of Parcels 1,2 or 3 located within the right of way of Brush Creek Road or Salt Creek Road. Hardscrabble CE 6b Page 37 EXHIBIT A-1 (3 pages) Description and Drawing of Ranch Headquarters Building Area A description of a parcel of land located in part of the Tract 69, T5S, R84W of the 6th P.M., Eagle County, State of Colorado. For: Eagle County Open Space. LEGAL DESCRIPTION A parcel of land located in part of Tract 69, T5S, R84W of the 6th P.M., Eagle County, Colorado described as follows: COMMENCING AP6, Tract 64, T5S, R84W, from which the South Line of said Tract 64 bears, North 89 degrees 29 minutes 03 seconds West, (Basis of Bearing), thence South 86 degrees 56 minutes 26 seconds West, 1670.71 feet to the TRUE POINT OF BEGINNING; Thence North 20 degrees 00 minutes 19 seconds West, 51.12 feet; Thence North 09 degrees 51 minutes 33 seconds West, 737.56 feet; Thence North 14 degrees 41 minutes 31 seconds West, 82.83 feet; Thence North 22 degrees 01 minutes 18 seconds West, 80.88 feet; Thence North 31 degrees 47inutes 48 seconds West, 107.77 feet; Thence North 43 degrees 47 minutes 14 seconds West, 119.96 feet; Thence North 55 degrees 09 minutes 03 seconds West, 107.96 feet; Thence North 64 degrees 23 minutes 29 seconds West, 71.03 feet; Thence North 70 degrees 47 minutes 57 seconds West, 68.33 feet; Thence North 74 degrees 52 minutes 46 seconds West, 59.00 feet; Thence South 10 degrees 49 minutes 03 seconds West, 471.55 feet; Thence South 76 degrees 08 minutes 28 seconds West, 399.32 feet; Thence South 01 degrees 20 minutes 38 seconds West, 449.69 feet; Thence South 38 degrees 52 minutes 23 seconds East, 332.01 feet; Hardscrabble CE 6b Page 38 Thence North 67 degrees 28 minutes 44 seconds East, 188.72 feet; Thence North 86 degrees 01 minutes 23 seconds East, 214.29 feet; Thence South 80 degrees 52 minutes 54 seconds East, 155.40 feet; Thence North 38 degrees 54 minutes 39 seconds East, 143.09 feet; Thence South 51 degrees 05 minutes 21 seconds East, 236.31 feet; Thence North 87 degrees 28 minutes 04 seconds East, 72.18 feet and the TRUE POINT OF BEGINNING; Area=20.200 acres, more or less. 000,11111,/,,,o1/4,// REC+J //, �t4: �,1nL. Mj`.F.A.d'% NOTICE: According to Colorado law you must Kelly L. Miller ,ti commence any legal action based upon any defect in Colorado F_rQfes�si rS find' this survey within three years after you first Surveyor ,79 o discovered such defect. In no event,may any action _ ++ based upon any defect in this survey be commenced 500 Broad..rof. agle, CO 81.6"$1 0850 more than ten years from the date of the certification /y'/ shown hereon. Date: %i;;NAI !00 "I/illliilH1111\1` File:Hardscrabble Ranch.DOC Project:2017 Hardscrabble CE 6b Page 39 _ 1 z cn SOV 20' 38'W o N m 03 4 Z1�r: • . •... - Z CO N•M . CAI; O • 01N. . ... N N <O P.m wog CO Z � yZ . C, o,NQ Z .-.j O N t p V N V m m ' ' •"'33W 00 N m 1409. '51to co opii ORD+ Z �Z an in • f U1 o w t°(,l 1 111 h3 N N? co N V • w R Y O Cpl OON V•V -V nrwrmom (4 j CD 0 p 1 iY ;Iii e• j ��- j! •111 § EXHIBIT A-1 "°. DMZ m VOION EAGLE COUNTY i RANCH IADQUAR1ERS BUILDING AREA i oGDEPARTMp.o.sox 1 Maw, m HARD$CRABBLERANCH nor , TOIIIIINP1Num.MAINOI MEW, nnNca@as41610F XIITO 17I0u .11...A �:u7' J M . MOLE C ,, .... . RADA IM , � •_1 Hardscrabble CE 6b Page 40 EXHIBIT A-2 (3 pages) Description and Drawing of Recreation and Education Building Area A description of a parcel of land located in part of the Tract 64, Tract 67 and Tract 69, T5S, R84W of the 6th P.M., Eagle County, State of Colorado. For: Eagle County Open Space. LEGAL DESCRIPTION A parcel of land located in parts of Tracts 64, Tract 67 and Tract 69, T5S, R84W if of the 6th P.M., Eagle County, Colorado described as follows: COMMENCING AP6, of Tract 64, T5S, R84W, from which the South Line of said Tract 64 bears, North 89 degrees 29 minutes 03 seconds West, (Basis of Bearing), thence North 89 degrees 29 minutes 03 seconds West, 579.40 feet along said South Line to the TRUE POINT OF BEGINNING; Thence continuing North 89 degrees 29 minutes 03 seconds West, 817.39 feet along the South Line of said Tract 64 to a found#5 rebar with a 1"aluminum cap RLS 23089; Thence leaving the South Line of said Tract 64 South 0 degrees 04 minutes 25 seconds East, 388.84 feet to a found#5 rebar with a 1" aluminum cap RLS 23089; Thence North 40 degrees 22 minutes 23 seconds West, 77.31 feet; Thence North 0 degrees 04 minutes 25 seconds West, 485.57 feet; Thence North 64 degrees 10 minutes 55 seconds East, 375.19 feet; Thence North 35 degrees 43 minutes 08 seconds East, 305.17 feet; Thence South 53 degrees 38 minutes 24 seconds East, 197.29 feet; Thence South 45 degrees 12 minutes 46 seconds East, 271.63 feet; Thence South 00 degrees 00 minutes 00 seconds East, 265.82 feet to the South Line of said Tract 64 and the TRUE POINT OF BEGINNING; Area= 7.554 acres, more or less. Hardscrabble CE 6b Page 41 ON\IIUIIIU ,,Ittl, 1/4 .\\ ,00 RECl81 14' NOTICE: According to Colorado law you must Kelly L. Mil.{eti:„v < ' el commence any legal action based upon any defect in Colorado F ries igrr ind° this survey within three years after you first Surveyor 1c ,3798' }a discovered such defect. In no event, may any action .r based upon any defect in this survey be commenced 500 Broadverarjf eagle, CO 81V-0850 more than ten years from the date of the certification %'rj .t3%`.�` shown hereon. Date: ,,� '4l l ANS\0.`��� File:Hardscrabble Ranch.DOC Project:2017 Hardscrabble CE 6b Page 42 Z N N ^.., V N 4; (11.W .tet NO' 04' 25"W 485.57 OP — _ • ease u+.or Wad a S0' 04' 25"E 388.84 rrst Le"s► t$ .00 el its LI , i,s. t i ,.1 . . 1 Z' ii 285:92" ..s S0'00' 00"E le.P 0_ : N g� t� sp sits 4. sr EXHIBIT A-2 NO. DATE MOON EAGLE COUNTY I g i RECREATION AND EDUCATION BUILDING AREA ENOae�a�eea0DDEPARTMENT P.'p HARDBCRABBLE RANCH BROADWAY DAOLSCOME TOR'NIO',SK M RANGE I{YAW.CAIRO=ROY PHONCBRIOS RDPAfi9NDLO@i COLORADO mar u.."... "me AKiLi,,CMION Hardscrabble CE 6b Page 43 EXHIBIT A-3 (2 pages) Description and Drawing of Brush Creek Fishing Access Parking Area A description of a parcel of land located in part of Tract 63, T5S, R84W of the 6th P.M., Eagle County, State of Colorado. For: Eagle County Open Space. LEGAL DESCRIPTION A parcel of land located in part of Tract 63, T5S, R84W of the 6th P.M., County of Eagle, State of Colorado, described as follows: COMMENCING at a #5 rebar with an aluminum cap marked LS 23089 located on a fence line in said Tract 63, from which AP 4, of Tract 63 bears, North 55 degrees 36 minutes 17 seconds West, 1622.84 feet (Basis of Bearing), thence South 19 degrees 03 minutes 00 seconds West, 47.34 feet to the POINT OF BEGINNING; Thence South 9 degrees 43 minutes 43 seconds West, 100.00 feet; Thence North 80 degrees 16 minutes 17 seconds West, 100.00 feet; Thence North 9 degrees 43 minutes 43 seconds East, 100.00 feet; Thence South 80 degrees 16 minutes 17 seconds East, 100.00 feet to the POINT OF BEGINNING; Area= 0.229 acres, more or less. 1. a �y 1. M j�. ,off NOTICE: According to Colorado law you must Kelly L. Miltbr+;•.ti .o commence any legal action based upon any defect in Colorado grtzfe:gtiR l&L3ncr this survey within three years after you first Surveyor 1379 0 : O discovered such defect. In no event, may any action .n '. based upon any defect in this survey be commenced 500 Broadwaaj�„ agle, CO 81610850 • more than ten years from the date of the certification %`!/04/ e �\�`\� shown hereon. Date: ���/a, Alm I. .\,`\\, File:Hardscrable Ranch.DOC Project:2017 Hardscrabble CE 6b Page 44 ■ 111 _...p 0, , .■ ,, , I N 19 a ,� �/ dof m �y �• I }: / 1 S78'03 ..-L-7„......, i ti WI a 1 EXHIBIT A-3 NO. DATE REVISION EAGLE COUNTY g !BRUSH CREBR FINING ACCESS PARKING AREA E�.DOExEEO.t00eAowwAMENTF NW a NARWCRABBLERANCH EAGLE,WINES TorGruPEDOOM MSG!NEMER PHONEE704164110FAXE70421147111 + EAGLE COMP COLORADO wus. wawa was MOM w 1 Hardscrabble CE 6b Page 45 EXHIBIT A-4 (2 pages) Description and Drawing of Trail Gulch Trailhead Access Parking Area A description of a parcel of land located in part of the Tract 75, T5S, R84W of the 6th P.M., Eagle County, State of Colorado. For: Eagle County Open Space. LEGAL DESCRIPTION A parcel of land located in parts of Tracts 75, T5S, R84W if of the 6th P.M., Eagle County, Colorado described as follows: COMMENCING AP4, of Tract 75, T5S, R84W, from which API, of TRACT 74 bears,North 00 degrees 12 minutes 01 seconds West, (Basis of Bearing), thence South 16 degrees 07 minutes 00 seconds East, 946.95 feet to the TRUE POINT OF BEGINNING; Thence North 76 degrees 42 minutes 43 seconds East, 125.00 feet; Thence South 13 degrees 17 minutes 17 seconds West, 150.00 feet; Thence South 76 degrees 42 minutes 43 seconds West, 125.00 feet; Thence North 13 degrees 17 minutes 17 seconds West, 150.00 feet and the TRUE POINT OF BEGINNING; Area= 0.4304 acres, more or less. \‘‘ P\)0 REG/sI 4-'y L. M j E� �•c NOTICE: According to Colorado law you must Kelly L. Miltier5 .. >' 4`fi:ria commence any legal action based upon any defect in Colorado fgrojestigr Land"'. this survey within three years after you first Surveyor 1379 7 0 Q discovered such defect. In no event,may any action .n dW�,p'Ea 't ' based upon any defect in this survey be commenced 500 Broa - gle, CO 81� �"0850 more than ten years from the date of the certification %41.4.,'• . ..... •".t.y shown hereon. Date: '�i,1611 I.pN��,o``�� ///Illi/1111t�t1�0� File:Hardscrabble Ranch.DOC Project:2017 Hardscrabble CE 6b Page 46 AP 1, TRACT 74 FOUND 71RON PIPE W/ 2.6'GLO BRASS CAP IX 3z � . OCDi Cel V 1 t:24: North Line of Poet 75 Poing of CONIDEIDEDIDIEll AP 4, TRACT 75 FOUND IIRON PIPE W/ n ,Z5'GLO BRASS CAP t ,o \"F„\ cAt.\W % 76 42 43"E POINT OF „ . ,, \ V. ill \WALL . SCALE: 1'=BO' o 42 43 y I1 CJf rr llfr r A-4 W. DALE REVD= EAGLE COUNTY TRAIL GULCH TRAILHEAD DIGINEfRING DEPARTMENT ACCESS PARKING AREA "� E�B O,ADWA' EAGL.T5S,R84 W,EAGLE COUNTY 0703214600FAX°7°"'""' ' 2*" COl OrxenO .-- •• - :ABLE COUNTY Hardscrabble CE 6b Page 47 EXHIBIT A-5 ( 2 pages) Description and Drawing of Secondary Fishing and Trail Access Area A description of a parcel of land located in part of the Tract 74, T5S, R84W of the 6th P.M., Eagle County, State of Colorado. For: Eagle County Open Space. LEGAL DESCRIPTION A parcel of land located in parts of Tracts 74, T5S, R84W if of the 6th P.M., Eagle County, Colorado described as follows: COMMENCING AP4, of Tract 74, T5S, R84W, from which the South Line of said Tract 74 bears, North 88 degrees 00 minutes 57 seconds West, (Basis of Bearing), thence North 88 degrees 00 minutes 57 seconds West, 642.30 feet to the TRUE POINT OF BEGINNING; Thence continued North 88 degrees 00 minutes 57 seconds West, 81.16 feet along said South Line; Thence leaving said South Line Northwesterly, 88.29 feet along the arc of a curve concave to the east, said arc having a radius of 1460.00 feet, a central angle of 03 degrees 27 minutes 54 seconds, and being subtended by a chord that bears North 21 degrees 39 minutes 20 seconds West, 88.28 feet; Thence North 12 degrees 20 minutes 06 seconds West, 188.36 feet; Thence South 88 degrees 49 minutes 03 seconds East, 278.48 feet; Thence South 25 degrees 19 minutes 00 seconds West, 291.08 feet and the TRUE POINT OF BEGINNING; Area= 1.1245 acres, more or less. ```\\ttut uunu,,,gi Pip REG/s,l�.�''�, NOTICE: According to Colorado law you must Kelly L. Mile;. etc:,va commence any legal action based upon any defect in Colorado IlircgOtiRrS L this survey within three years after you first58 v discovered such defect. In no event,may any action Surveyor 13.79 . 4 ,, based upon any defect in this survey be commenced 500 BroadWjJ, agle, CO 8110850 •more than ten years from the date of the certification �'�,`/0 shown hereon. Date: ///„"ll IMO,�o``\� °iigrHHfiltN0,N File:Hardscrabble Ranch.DOC Project:2017 Hardscrabble CE 6b Page 48 • ,:,.,,,i...,..,..,......,......---""..---------rn W liqm gl ny0tt ''33''° .-.- 0 . rnMMso PZ .ZI.N 1 v V 0 4 . • I. W m 0 q s ,9.00.1,, . m \ \ it \ � g \ \ /Pao • \ \ iill: \ \ \ lO • \ - - . �,/ \ ...... EXHIBIT A-5 NO. DAM REVISION EAGLE COUNTY ill g 4 SECONDARY FISHING AND TRAIL ACCESS AREA PO.sox ENGINEREI: DEPARTMENT EPAR M NT 1 ING.. HARDSCRABBLERANCH EARE.COSIM ��� TOWNSHIP I SOM.RO u4 9 r EIONIESSM6RI iE Fri �_ EARLECOUNT SOLOMON a....Ma s �T+SG Hardscrabble CE 6b Page 49 EXHIBIT A-6(2 pages) Description and Drawing of Skier Parking Access Area A description of a parcel of land located in part of the Tract 67, T5S, R84W of the 6th P.M., Eagle County, State of Colorado. For: Eagle County Open Space. LEGAL DESCRIPTION A parcel of land located in parts of Tracts 67, T5S, R84W if of the 6th P.M., Eagle County, Colorado described as follows: COMMENCING AP5, Tract 67, T5S, R84W, from which the South Line of said Tract 67 bears, South 89 degrees 49 minutes 35 seconds East, (Basis of Bearing), thence North 75 degrees 49 minutes 49 seconds East, 265.01 feet to the TRUE POINT OF BEGINNING; Thence North 61 degrees 48 minutes 44 seconds East, 61.33 feet; Thence North 89 degrees 47 minutes 33 seconds East, 521.90 feet; Thence South 01 degrees 13 minutes 44 seconds East, 66.73 feet; Thence North 89 degrees 46 minutes 16 seconds East, 554.52 feet; Thence North 28 degrees 11 minutes 16 seconds West, 124.46 feet and the TRUE POINT OF BEGINNING; Area=0.9302 acres, more or less. 000 R° 6111//° � l. M ..., NOTICE: According to Colorado law you must Kelly L. Milfeti;/$ti eE.,C commence any legal action based upon any defect in Colorado F r�fes''�i r►&Lard" this survey within three years after you first Y 0 2 discovered such defect. In no event, may any action Surveyor Ic ,379 based upon any defect in this survey be commenced 500 Broad y Eagle, CO 81'Q 1-0850 smore than ten hown hereon.years from the date of the certification Date: /''r/, • . • L p14 S�*�`'�\\\\ 111111111111110 File:Hardscrabble Ranch.DOC Project:2017 Hardscrabble CE 6b Page 50 N $194. 9e+os V1 % NISii, �1m ...E 0 :,,,,-.:4., g0"---*_ e' • It': m ,. 1O w f . 50 "W EXHIBIT A-S N0. DATE REM= EAGLE COUNTY or ENGINEERING DEPARTMENT a SKIER Y N S p.o.sox M0.WO BROADWAY 1=Ai FIA ABBLE RANCH Faa.4c6atnt TOIWOIP 611011111.11111110ZIGNIST PHONCi16.1764992FINCYN.48O118 mitimii EAGLE COMM.OOLORADO mum— mama•r IMMIX— Hardscrabble CE 6b Page 51 EXHIBIT B Drawing of Permitted New Road to W 12 Exhibit: B Hardscrabble Ranch Boundary Street Centerline 0rimar= Hardscrabble Ranch Permitted New Road 50 Foot Permitted New Road Parcel Boundary M:�Mr:.:'"4 Hardscrabble CE 6b Page 52 EXHIBIT C Map of Property [11/8/17 Note:Building and Access Area locations will be added to map] / o wFe 0 3 o • • tioro w _. I * Cemetery m Socup,l 1 ,___ , "---:- . , IP, --~ ©, j :r..........„...........c II 1j iI Hardscrabble Ranch Boundary Exhibit:C - rmi q Parcel Boundary I° " Hardscrabble Ranch Boundary IIIII 50'Permitted New Road w„a-� _COS Street Centerline Hardscrabble CE 6b Page 53 EXHIBIT"Cr Page 1 Description of Water Rights The following Water Rights were transferred as set forth in Special Warranty Deed recorded at Reception No.201714634 STRUCTURE/WATER RIGHT Total Conveyance to TCF Appropriation A4udicetion Administration Water Diversion Total Absolute Conwood Date Date Number Court Borah Ditch Priority No.84 3.200 cfs 1.056 cfs 1.056 cfs - 1889.10-03' 1889-12-17 14526.00000 CA294 Upper Frost Ditch Priority No.196 2.000 cis 1.000 cfs 2 1.000 cis -- 1900-12-31 1901-03-05 18627.00000 CA385 Salt Creek Ditch Priority No.163 0.840 cfs 0.840 cis 0.840 cfs - 1892.06.20 1901-03-05 16251.15512 CA385 East Frost Ditch Priority No.160 1.200 cis 1.200 cfs 1.200 cfs - 1891-05-31 1901-03-05 16251.15126 CA385 Priority No.131 0.900 cfs 0.900 cfs° 0.900 cfs - 1881-03-01 1901-03-05 16251.11383 CA385 Love Frost Ditch Priority No.135 2.000 cis 2.000 cfs° 2.000 cis - 1883-04-30 1901-03-05 16251.12173 CA385 Hollingsworth Priority No.184 2.000 cfs 1.600 cfs 1.600 cfs -- 1898-12-31 1901-03-05 17897.00000 CA385 Potter Ditch Priority No.267 4.000 cfs 4.000 cfs° 4.000 cfs -- 1906-09.01 1907-06-04 20972.20697 CA446 Hollingsworth (Desert No.2 MOH Potter No.2 Ditch Priority No.352 1.600 cis 1.600 cis° 1.600 cfs - 1899-03-30 1921-06-29 25708.17986 CA761 Priority No.83 2.200 cfs 1.334 cis r 1.334 cfs - 1889-07-31 1889-12-17 14457.00000 CA294 Priority No.134 2.600 cfs 1.577 cfs1.577 cfs - 1883-02-01 1901-03-05 16251.12085 CA385 Love& White Ditch Pnaity No.176 5.700 cfs 2.851 cfs° 2.851 cis -- 1897-06-10 1901-03-05 17328.00000 CA385 Priority No.298 0.200 cfs 0.121 cfs w 0.121 cis - 1911-07-29 1911-11-13 22489.00000 CA566" Priority No.132 4.800 cfs 1.882 cfs ra 1.982 cis - 1882-04-30 1901-03-05 16251.11808 CA385 Wilkinson Ditch Priority No.187 1.000 cfs 0.413 cfs t° 0.413 cfs - 1899.04-30 1901-03-05 18017.00000 CA385 Total 34.240 Ms 22.474 cis 22.474 cfs - The Colorado Division of Water Resources tabulation Identifies the appropriation date for this water right as October 8.1889 but the decree states Mat the appropriation date is October 3,1889. Water right also known as the Upper Frost Ditch First Enlargement. 3 All of Grantor's right,title,end interest in 0.9 cis absolute. All of Grantor's right,title,end interest in 2.0 cgs absolute. Water right also known es the Love Frost First Enlargement. This water right was transferred from Desert No.2 Ditch to Hollingsworth Potter No.2 Ditch in Case No.W-1827 °The information for this water right is based upon the Division of Water Resource tabulation,but a copy of the decree in Civil Action No.761 is not available and has not been reviewed. Undivided 6065%of 2.2 cfs absolute. °Undivided 60.65%of 2.6 cfs absolute. °2.851 cis of Grantor's undivided 60.65%of 5.7 Cis absolute. 10 Undivided 60.65%of 0 2 cfs absolute. n In the Special Warranty Deed recorded at Reception No.201504790 in Eagle County,CO on March 23.2015.this water right was described as being decreed in Case No.565:that reference appears to be a typographical error and the water right was actually decreed in Case No.566 as noted in the above table. Undivided 41.3%of 4.8 cfs absolute. ''Undivided 41.3%of 1.0 cfs absolute. Hardscrabble CE 6b Page 54 EXHIBIT"D"Page 2-Description of Water Rights The following Water Rights were transferred as set forth in Quitclaim Deed recorded at Reception No.201714635. STRUCTURE!WATER RIGHT Total Conveyance to TCF Appropriation Adjudication Administration Water Diversion Total Absolute Conditional Date Date Number Court McKenzie Ditch Priority No.55 3.000 cfs 1.800 cis 1.800 cfs — 1887-0515 1889-12-17 13649.00000 CA294 Hollingsworth Priority No.185 2.000 cfs 1.600 cis 1.600 cis — 1899-03-30 1901-03-05 17986.00000 CA385 Potter No.2 Ditch Total 5.000 cfs 3.400 cis 3.400 cis — Hardscrabble CE 6b Page 55 EXHIBIT E Sample Notice of Transfer of Property To: Eagle Valley Land Trust("Grantee") From: [Insert name of fee owner] ("Grantor") Pursuant to Section 10 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 10 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 20_,by as of Witness my hand and official seal. My commission expires: Notary Public Date: Hardscrabble CE 6b Page 56