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HomeMy WebLinkAboutC24-260 Colorado Cattlemens Agricultural Land Trust_Eaton Ranch Upper DivisionAGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND COLORADO CATTLEMEN'S AGRICULTURAL LAND TRUST FOR THE EATON RANCH UPPER DIVISION CONSERVATION EASEMENT PROJECT THIS AGREEMENT (hereinafter “Agreement”) is made on ___________________, by and between Eagle County, Colorado, a body corporate and politic (“County”) and Colorado Cattlemen’s Agricultural Land Trust, a Colorado non-profit corporation (“CCALT”). The County, CCALT, shall together be referred to as the “Parties”. WHEREAS, in 2002 voters in Eagle County approved Referendum 1H establishing earmarked funding for the purpose of acquiring, maintaining or permanently preserving open space; and WHEREAS, as a result of Referendum 1H, County has established an “Open Space Program” which acquires and/or protects open space throughout Eagle County, Colorado; and WHEREAS, Eagle County Resolution No. 2016-064 implementing the Open Space Program, permits the acquisition, maintenance or permanent preservation of open space and associated natural, pastoral wildlife, conservation or public access values of lands, conservation easements or other interests in land acquired by County, alone or in association with other entities; and WHEREAS, CCALT is an entity qualified to hold conservation easements and desires to enter into this Agreement and receive funding through the Eagle County Open Space Program so that it may protect, through a perpetual conservation easement, important lands along Squaw Creek Road in Edwards, Colorado for the benefit of the citizens of Eagle County; and WHEREAS, the Eaton Ranch Upper Division property is located in unincorporated Eagle County (Eagle County Assessor Parcel No. 210724300040) and is described and depicted within Exhibit A (the “Property”); and WHEREAS, due to the outstanding conservation values, including wildlife habitat, scenic qualities, and agricultural productivity of the Property, CCALT will acquire a perpetual conservation easement on the approximately 160-acre Property as depicted on Exhibit A. The conservation easement is more fully described in Exhibit B which is attached hereto and incorporated herein by reference; and WHEREAS, County has also determined that the grant of a conservation easement has resulted in the protection of 160 acres of land in Eagle County for conservation purposes, DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB 6/11/2024 2 including protection of open space, scenic vistas and wildlife habitat, thereby resulting in a significant public benefit with a value equal to or exceeding the amount of the County’s contribution to the Project; and WHEREAS, per Eagle County Resolution No. R24-034, the Eagle County Board of County Commissioners ratified and authorized the use of Open Space Funds to in the amount of eighty-eight thousand, five-hundred, fifty dollars ($88,550) to fund a portion of the transaction costs associated with the conservation easement; and WHEREAS, any funds of the Open Space Program provided to CCALT under this Agreement shall be used solely for the purpose of funding the transaction costs of the conservation easement, subject to the terms and conditions set forth herein. NOW THEREFORE, in consideration of mutual promises and covenants contained in this Agreement, the Parties agree as follows: 1. Representations and Warranties. a. CCALT is a non-profit corporation organized in accordance with the laws of the State of Colorado and is qualified to hold conservation easements in the state of Colorado. Further, CCALT has full and lawful authority to enter into, and comply with the terms of this Agreement. b. CCALT, by its signature below, hereby represents and warrants that its governing body has approved the terms and conditions of this Agreement and that the person signing below on behalf of CCALT has full authority to do so. c. CCALT warrants that the grantor of the conservation easement has at the time of closing on the conservation easement good and sufficient title to the Property and has the ability to grant the conservation easement as set forth herein. County may require evidence of ownership of the Property and encumbrances against the Property satisfactory to County in County’s discretion prior to funding. 2. Funding. Eagle County agrees to fund an amount not exceeding eighty-eight thousand, five-hundred, fifty dollars ($88,550) towards the transaction costs of completing the Eaton Ranch Upper Division Conservation Easement. Transaction costs include, but are not limited to, CCALT stewardship fees and defense costs, title insurance, baseline reports, mineral remoteness report, appraisal costs, closing costs and the like, as set forth on Exhibit C attached hereto and incorporated herein by this reference Transaction Costs. Transaction costs do not include landowner attorney fees and costs associated with the transaction, and such costs are not included in the $88,550.00 identified above. CCALT shall provide a detailed invoice describing DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB 3 the Transaction Costs and any supporting detail as required by Eagle County. Eagle County will pay such invoice subject to the recording of the conservation easement and the receipt by Eagle County of an accurate and complete invoice. 3. Conservation Easement. The Landowners and CCALT are scheduled to close on the conservation easement no later than June 30, 2024. Eagle County has reviewed the final draft of the conversation easement, and finds the terms therein acceptable to the County. CCALT shall not materially modify the conservation easement or the Project without the prior written approval of County, such approval to be in County’s sole discretion. “Material modifications” may include, but are not necessarily limited to, an increase or reduction in the total cost of the Project, a reduction in the size of the conservation easement area or change in the uses and reserved rights permitted within the conservation easement area. Any material modification to the Project undertaken without County’s consent may be deemed a breach of this Agreement by County, entitling County to all remedies available under this Agreement. In addition, Material modifications to the Project to which County has not agreed to may result in changes to or a reduction or termination of funding. If CCALT determines with reasonable probability that the Project will not or cannot be completed as set forth herein, CCALT shall promptly so advise the Eagle County Open Space and Natural Resources Director, and cooperate in good faith to seek a resolution before any Funds are advanced by the County. CCALT shall provide the County with a copy of the recorded conservation easement. CCALT, or any successor Grantee if the conservation easement is transferred pursuant to Paragraph 24 of the conservation easement (Transfer of Easement), shall notify the County in writing of any future amendments to the conservation easement, and provide a copy thereof. 4. Completion Date: CCALT shall complete the Project no later than December 31, 2024 (“Completion Date”). CCALT may request an extension of the Completion Date which may be granted in County’s sole discretion. If CCALT determines with reasonable probability that the Project will not or cannot be completed by the Completion Date or any extended completion date, CCALT will promptly so advise the Eagle County Open Space and Natural Resources Director, and cooperate in good faith to seek a resolution before any Funds or further Funds are advanced. 5. Miscellaneous Provisions. a. CCALT, or any successor Grantee if the conservation easement is transferred pursuant to Paragraph 24 of the conservation easement (Transfer of Easement), will be responsible for all expenses associated with monitoring, stewardship, management and legal defense of the conservation easement. Eagle County may allocate funds or personnel time in the future toward the stewardship or monitoring of the Property, but is not obligated to do so by this Agreement. DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB 4 b. If any part, term, or provision of this Agreement is held by a court of competent jurisdiction to be illegal or in conflict with any federal law or law of the State of Colorado, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties hereto shall be construed and enforced as if the Agreement did not contain the particular part, term or provisions held to be invalid. c. Nothing in this Agreement is intended to create or grant to any third party or person any right or claim for damages of the right to bring or maintain any action at law. d. The County does not waive any immunity at law including immunity granted under the Colorado Governmental Immunities Act. e. This Agreement is intended as the complete integration of all understanding between the Parties and constitutes the entire agreement between the Parties. f. This Agreement may be changed or modified by written agreement of the Parties. g. Any notices or other communications required or permitted to be given hereunder shall be given in writing and delivered personally, by U.S. mail, or by electronic mail to the attention of the individuals below, or to such other addresses as any other parties designate by written notice. Notice shall be deemed given on the date of personal delivery or electronic mailing, or five (5) days from the date of mailing by U.S. mail. Notice to CCALT: Colorado Cattlemen's Agricultural Land Trust Attention: John Gioia PO Box 16088 Denver, Colorado 80216 Telephone: 720-557-8264 E-Mail: john@ccalt.org Notice to Landowners: Michael B. Eaton P.O. Box 871 Edwards, Colorado 81632-0871 DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB 5 Notice to Eagle County: Open Space and Natural Resources Director Marcia Gilles P.O. Box 179 Eagle, CO 81631 marcia.gilles@eaglecounty.us And to: Beth Oliver, County Attorney P.O. Box 850 Eagle, CO 81631 beth.oliver@eaglecounty.us h. Notwithstanding anything to the contrary contained in this Agreement, no payment will be made for any obligation set forth herein and for the any period after December 31st of any calendar year without the written approval in accordance with a budget adopted by the Eagle County Board of County Commissioners in compliance with the provisions of Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. section 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). i. CCALT shall be responsible for, and to the extent permitted by law, indemnify, defend and hold harmless County, its officers, agents and employees from any and all liabilities, claims, demands, damages or costs (including reasonable legal fees) resulting from, growing out of, or in any way connected with or incident to CCALT’s performance of this Agreement. CCALT hereby waives any and all rights to any type of express or implied indemnity or right of contribution from County, the Eagle County Board of County Commissioners, the Eagle County Open Space Program, their officers, agents or employees, from any liability resulting from, growing out of, or in any way connected with or incident to this Agreement. CCALT acknowledges that it is or will be the holder of the conservation easement and has control of the Project and that County neither possesses nor controls the Project or the operations thereunder. j. CCALT shall maintain standard financial accounts, documents, and records relating to the use, management and operation of the Project. The accounts, documents, and records relating to the Project shall be retained by CCALT for not less than seven (7) years following the date of disbursement of Funds under this Agreement. The County, or its designated agent, shall have the right, upon reasonable notice to CCALT, to audit the books and records of CCALT which pertain to the Project and to the use and disposition of the Funds. CCALT shall DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB 6 use reasonable and appropriate accounting systems in maintaining the required records hereunder. k. Although Eagle County may fund a portion of the Project as described in this Agreement, nothing in this Agreement shall be construed to mean that any land use approvals required as a condition of Closing or later desired by the owner of the Property have been given approval by Eagle County in its governmental capacity. The Landowners or CCALT, as applicable, shall be solely responsible for obtaining all approvals necessary for Closing or the lawful use of the Property. Nothing herein shall be considered pre-approval by Eagle County of the same. l. This Agreement shall be governed by the laws of the State of Colorado and venue for any dispute hereunder shall lie exclusively in the Eagle County District Court. m. The recitals set forth above are incorporated herein by reference. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB 7 IN WITNESS WHEREOF, this Agreement is entered into the day and year first written above. County of Eagle, State of Colorado, by and through its Board of County Commissioners By: ______________________________________ Jeanne McQueeney, Vice Chair Colorado Cattlemen's Agricultural Land Trust By: ___________________________________ Erik L. Glenn, Executive Director DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB 8 EXHIBIT A Legal Description of the Property THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER (NE1/4SE1/4) OF SECTION TWENTY-THREE (23) AND THE NORTH HALF OF THE SOUTHWEST QUARTER (N1/2 OF SW1/4) AND THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER (SE1/4 OF SW1/4) OF SECTION TWENTY-FOUR (24), IN TOWNSHIP 5 SOUTH, RANGE EIGHTY- THREE (83) WEST OF THE SIXTH (6TH) PRINCIPAL MERIDIAN, COLORADO, ACCORDING TO THE SURVEY UNDER WHICH PATENT ISSUED THEREFOR JUNE 14, 1928, COUNTY OF EAGLE, STATE OF COLORADO DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB 9 EXHIBIT B Conservation Easement DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit B Conservation Easement Final Draft 1 Recording requested by and return to: Colorado Cattlemen’s Agricultural Land Trust PO Box 16088 Denver CO 80216-0088 DEED OF CONSERVATION EASEMENT FOR THE EATON RANCH UPPER DIVISION COLORADO CATTLEMEN’S AGRICULTURAL LAND TRUST (“CCALT”) HAS FOUND THAT THIS DEED OF CONSERVATION EASEMENT PROVIDES BENEFITS THAT ARE IN THE PUBLIC INTEREST. THIS DEED CONTAINS RESTRICTIONS ON THE USE AND DEVELOPMENT OF THE PROPERTY THAT ARE INTENDED TO PROTECT ITS AGRICULTURAL, OPEN SPACE, ECOLOGICAL, AND OTHER CONSERVATION VALUES. THIS DEED OF CONSERVATION EASEMENT ("Deed") is granted effective as of the ______ day of ____________, 2024, by EATON UPPER DIVISION, LLLP, a Colorado limited liability limited partnership whose address is P.O. Box 871, Edwards, Colorado 81632-0871, and the MICHAEL B. EATON REVOCABLE TRUST, whose address is P.O. Box 871, Edwards, Colorado 81632-0871 (collectively, "Grantor"), to COLORADO CATTLEMEN'S AGRICULTURAL LAND TRUST, a Colorado nonprofit corporation, having its principal office at PO Box 16088, Denver, Colorado, 80216 (“Grantee”), for the purpose of forever conserving the open space character, agricultural productivity, wildlife habitat, and scenic qualities of the subject property. This Deed of Conservation Easement has been acquired in part with transaction cost support from Eagle County (the “County”), through the Open Space Program. WITNESS THAT: Grantor is the sole owner in fee simple of the ranch property ("Property") legally described in Exhibit A and depicted on Exhibit B attached to and made a part of this Deed, which consists of approximately 160 acres of land, together with buildings, other improvements, the Water Rights as defined herein, any mineral interest on or under the Property which is owned by Grantor, and all other appurtenances associated with the Property in Eagle County, State of Colorado. In accordance with the Internal Revenue Code (I.R.C.) and Treasury Regulation § 1.170A- 14(d)(4) regarding the preservation of open space, this Property will yield a significant public benefit, and adds to the scenic and open space character of the landscape in Eagle County, Colorado. The agricultural uses of this Property are consistent with existing private conservation programs in the area, as evidenced by other land protected by conservation easements. This Property is primarily open ranchland, is agriculturally productive, and is of importance in preserving a local and regional working landscape. The Grantor grazes approximately 25 cow-calf pairs from May to October throughout the Property and on an approximately 10-acre pasture irrigated with the Water Rights defined herein. This Deed of Conservation Easement will prohibit DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit B Conservation Easement Final Draft 2 the permanent severance of said Water Rights from the Property, which prohibition is critical to ensuring that the Property remains available for agricultural uses. The Property is an inholding surrounded by the 2.3 million-acre White River National Forest in an area of Eagle County with expansive public land and permanently conserved private land. Several thousand acres of land managed by the Bureau of Land Management and Eagle County Open Space, as well as approximately 3,607 acres of private land protected by conservation easements, are within five miles of the Property. Sylvan State Park, managed by Colorado Parks and Wildlife (“CPW”) is approximately five miles southwest of the Property. Grantee holds conservation easements on approximately 8,193 acres in Eagle County. In accordance with the Internal Revenue Code (I.R.C.) and Treasury Regulation § 1.170A- 14(d)(4)(ii) regarding scenic enjoyment, this Easement, as defined below, provides for the preservation of land for the scenic enjoyment of the public. Development of the Property would impair the scenic character of the local rural landscape since the agricultural land uses of this Property are consistent with the agricultural uses of other land in the vicinity. The Property is visible from the White River National Forest and Colorow Trail (USFS Trail #1897; formerly known as Squaw Creek Trail) is a publicly accessible recreational trail (subject to an Easement Deed for Trail conveyed to the United States of America recorded January 14, 1993 in Book 599, Page 419 in the records of the Clerk and Recorder of Eagle County) managed by the United States Forest Service that bisects the western portion of the Property for approximately 0.25 miles, providing recreators spectacular views of the Property. In accordance with the Internal Revenue Code (I.R.C.) and Treasury Regulation § 1.170A- 14(d)(3) regarding the protection of an environmental system, this Property provides a significant relatively natural habitat in which a fish, wildlife, or plant community, or similar ecosystem normally lives. Colorow Creek flows through the Property for approximately 0.25 miles. The Property provides habitat for a variety of imperiled fish, bird, and mammal species, including (according to CPW): breeding range for golden eagle (Aquila chrysaetos), overall range for little brown myotis (Myotis lucifugus), and overall range for brown-capped rosy finch (Leucosticte australis), each listed as a Tier 1 Species of Greatest Conservation Need in Colorado’s State Wildlife Action Plan (2015). The Property also provides habitat, according to CPW, for a variety of game species, including overall range, fall concentration, and summer concentration for black bear (Ursus americanus), overall and summer range for elk (Cervus canadensis aka Cervus elaphus), overall range for mountain lion (Puma concolor), overall range and summer range for mule deer (Odocoileus hemionus), and overall range for wild turkey (Meleagris gallopavo). All of the above constitute the "Conservation Values" for the Property, and the purpose of this Deed is to preserve and protect the Conservation Values of the Property (the “Conservation Purposes”). The Conservation Values of the Property, its current use and state of improvement, are described in a baseline inventory report, which report describes the present condition of the Property as of the date of this Deed, and has been approved by both Grantor and Grantee (the "Baseline Inventory Report"). The Baseline Inventory Report was prepared by Rare Earth Science, LLC, and is dated ____________, and will be used by Grantee to monitor Grantor’s compliance with the terms of this Deed and to ensure that any future changes in the use of the Property will be DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit B Conservation Easement Final Draft 3 consistent with the terms of this Deed. However, the Baseline Inventory Report is not intended to preclude the use of other evidence to establish the condition of the Property if there is a controversy over its use. Grantor and Grantee have executed an acknowledgment of the Baseline Inventory Report, which indicates that the Baseline Inventory Report accurately depicts the conditions of the Property as of the date of this Deed, and which acknowledgment is attached hereto as Exhibit C and made a part of this Deed. Grantor has prepared, and has delivered a copy to Grantee, a mineral report for the Property dated May 24, 2024. Grantor intends to make a charitable gift in connection with this Deed to Grantee for the exclusive purpose of ensuring that, under Grantee's perpetual stewardship, the Conservation Values will be conserved and maintained forever, and that uses of the land that are inconsistent with the Conservation Purposes will be prevented or corrected. The parties agree, however, that the current agricultural use of, and improvements to, the Property are consistent with the Conservation Purposes. The Conservation Purposes are recognized by, and the grant of this Deed will serve, at least and without limitation, the following clearly delineated governmental conservation policies: • The Farmland Protection Policy Act, P.L. 97-98, 7 U.S.C. § 4201, et seq., the purpose of which is "to minimize the extent to which Federal programs contribute to the unnecessary and irreversible conversion of farmland to nonagricultural uses, and to assure that Federal programs are administered in a manner that, to the extent practicable, will be compatible with State, unit of local government, and private programs and policies to protect farmland;" • The Western Governors’ Association Policy Resolution 2024-03 states that the “Western Governors support all reasonable proactive management efforts to conserve species and the ecosystems upon which they depend to sustain populations of diverse wildlife and habitats, recover species before they are so imperiled they need ESA protection, and retain the West’s wildlife legacy for future generations. Western Governor’s also support initiatives that engage state and tribal governments as well as stakeholders to develop incentives for early, voluntary conservation measures to address multiple threats to species while preserving and enhancing western working landscapes.” • The Colorado Department of Agriculture statutes, Colorado Revised Statutes (C.R.S.) § 35-3-102(1)(a), which provides, in part, that "the soil resources and fertility of the land, and the … prosperity of the farming population … and the waters of the rivers … are matters affected with a public interest." • The Colorado Department of Agriculture statutes, C.R.S. § 35-3-102(1)(b), which provides, in part, that the "welfare of this state has been impaired … by destruction of its soil fertility, by uneconomic use and waste of its land, by exploitation and wasteful … use of its soil resources." • C.R.S. § 38-30.5-102, provides for the establishment of conservation easements to maintain land "in a natural, scenic, or open condition, or for wildlife habitat, or for agricultural … DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit B Conservation Easement Final Draft 4 or other use or condition consistent with the protection of open land, environmental quality or life- sustaining ecological diversity." • The Colorado Wildlife and Parks and Outdoor Recreation statutes, C.R.S. § 33-1- 101 and § 33-10-101, which provide, respectively, 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" and that "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." • The Colorado Department of Transportation statutes, C.R.S. § 43-1-401, et seq., provide that the "preservation and enhancement of the natural and scenic beauty of this state" is a substantial state interest. • Priority III of Colorado’s Statewide Comprehensive Outdoor Recreation Plan (SCORP) 2019-2023 is land, water, and wildlife conservation and the goal of Priority III is “Private and public lands and waters are conserved to support sustainable outdoor recreation, the environment, and wildlife habitat. Objective I of Priority III is to advance landscape-scale conservation. • Colorado’s 2015 State Wildlife Action Plan (SWAP) contains the following guiding principles: o “Encourage and support conservation actions that meet the needs of Species of Greatest Conservation Need; o Acknowledge the pivotal role that private landowners and local stakeholders play in conservation; o Maintain an atmosphere of cooperation, participation, and commitment among wildlife managers, landowners, private and public land managers, and other stakeholders in development and implementation of conservation actions.” • The Colorado Water Plan (2023) includes a vision for “Robust Agriculture”, which the Plan states can be achieved in part through partnerships that “help keep irrigated lands in production and maintain ecosystem services.” The Plan recommends multiple strategies to minimize “buy-and-dry” transactions, including encumbering agricultural lands and water rights in conservation easements. • The Eagle County Comprehensive Plan and its guiding policies, states that the environmental quality of Eagle County shall be protected and includes policies to protect wildlife areas; maintain and enhance water quality and quantity; protect natural landforms; monitor and control air quality; and require development to be compatible with natural constraints of the land. Further, Resolution 2003-097, as amended by Resolution 2004-015 establishes that it is the policy of Eagle County to be dedicated to "preserving wildlife habitat, protecting working farms and ranches, conserving scenic landscapes and vistas, and protecting wetlands and floodplains" within and throughout Eagle County. DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit B Conservation Easement Final Draft 5 Grantee is a "qualified organization," as defined by the I.R.C. Grantee is a state-certified nonprofit conservation easement holder, having been certified by the Colorado Division of Conserva- tion. Grantee accepts the responsibility of enforcing the terms of this Deed and upholding its Con- servation Purposes forever. NOW, THEREFORE, for the reasons given, and in consideration of their mutual promises and covenants, Grantor voluntarily grants and conveys to Grantee, and Grantee voluntarily accepts, a perpetual conservation easement (the "Easement") encumbering the Property, 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, exclusively for the purpose of conserving and forever maintaining the Conservation Values. 1. Use of Property. It is the intention of Grantor to preserve the ability of the Property to be agriculturally productive, including continuing farming and ranching activities, to engage in future ranching activities, and to preserve the Conservation Values. The existing uses of the Property, as documented in the Baseline Inventory Report, and the continuation of those uses are consistent with the Conservation Purposes. The Property may not be used for industrial activities but may be used for other activities which are not prohibited by the terms of this Deed. Grantor and Grantee agree that the Property shall remain available for agricultural production. 2. Rights of Grantee. To accomplish the purposes of this Deed the following rights are conveyed by Grantor to Grantee: A. Right of Review of Third-Party Agreements. Grantor shall consult with Grantee regarding the negotiations of any and all agreements between Grantor and third parties that may impact the Conservation Values or disturb any portion of the Property including, but not limited to, easement agreements, utility easements, rights-of-way agreements, surface use agree- ments, lease agreements, public access agreements, and restoration and environmental attribute contracts. Grantor agrees that Grantee shall have the right to approve any such agreement described in the preceding sentence prior to such agreement being executed. However, no review shall be required for agreements specifically related to the (i) agricultural operation leases unrelated to any agreements affecting the Water Rights as defined herein, (ii) recreational operation leases of the Property, (iii) residential leases of existing or permitted structures; or (iv) where disturbance is the direct result of the exercise of reserved rights specifically permitted herein. Nothing herein is in- tended to require Grantee to approve any action or agreement that is inconsistent with the terms of this Deed. B. Right to Receive Notice. Grantor must provide Grantee with notice within 10 days of Grantor’s discovery of any legal proceedings involving the Property, including Water Rights defined herein. Grantee must be notified of any action to be initiated by Grantor 30 days before Grantor files any legal proceeding involving the Property or Water Rights or development of new water rights on the Property. C. Right to Protect the Conservation Values. Grantee has the right to preserve and protect the Conservation Values. DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit B Conservation Easement Final Draft 6 D. Right to Access the Property. With reasonable advance notice to Grantor (except in the case of any ongoing or imminent violation, in which case such notice is not required), Grantee or Grantee's agents may enter the Property for the purpose of inspecting for violations, provided that Grantee shall not unreasonably interfere with Grantor's use and quiet enjoyment of the Property. E. Right to Prevent Inconsistent Activities. Grantee has the right to prevent any activity on or use of the Property that is inconsistent with the Conservation Purposes in ac- cordance with Paragraph 23 (Enforcement), whether such activity or use is conducted by Grantor or a third party. F. Right to Require Restoration of Disturbed Areas. Grantee has the right to require the restoration and revegetation of such areas or features of the Property that may be dam- aged or disturbed by any activity or use that is inconsistent with the Conservation Purposes, ex- cluding natural events over which Grantor had no control, as described in Paragraph 28 (Natural Events Beyond Grantor’s Control). 3. Prohibited Acts. Grantor shall not perform, nor knowingly allow others to perform, any act on or affecting the Property that is inconsistent with the covenants herein. Grantor hereby authorizes Grantee to enforce these covenants in the manner described in Paragraph 23 (Enforce- ment). Grantor understands that nothing in this Deed relieves them of any obligation or restriction on the use of the Property imposed by law. 4. Construction of Buildings and Other Structures. The construction of any building or other structure is prohibited except in accordance with subparagraphs 4.A through 4.E below. Before undertaking any construction permitted by this paragraph, Grantor shall notify Grantee. No construction of any other new buildings or improvements other than those covered by the subparagraphs 4.A – 4.E is permitted. A. Agricultural Structures and Improvements. All existing and new major agricultural buildings and structures such as barns, sheds, and garages which are to be used solely for agricultural purposes, including the processing or sale of farm or ranch products predominantly grown or raised on the Property are, or shall be, located within the “Building Envelope” of four (4.0) acres depicted and described on Exhibit B. These structures may continue to be used for agricultural purposes and be repaired, enlarged, and replaced within the Building Envelope without further permission of Grantee. Loafing sheds, corrals, open sided haysheds, water lines, water tanks, and other incidental agricultural structures and improvements related to the uses permitted by this Deed, including wind, solar, and hydroelectric generation facilities that are primarily for the generation of energy for use in conjunction with the incidental agricultural structures and improvements permitted by this Deed and that are not connected to the electric utility grid (“Incidental Agricultural Structures”), may be constructed anywhere on the Property. The Incidental Agricultural Structures shall only be used for agricultural purposes and shall not be used for industrial, commercial, residential, or recreational purposes. The individual or cumulative Incidental Agricultural Structures and location of such structures shall not substantially diminish or impair the Conservation Values. DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit B Conservation Easement Final Draft 7 B. Residential Dwellings. All of the existing and reserved residential dwellings associated with the Property are described below. The Single-Family Residential Dwellings, as defined below, are, or shall be, all located within the Building Envelope and may be used for residential occupancy or habitation. No other structures on the Property, aside from the Single- Family Residential Dwellings, may be used for temporary, seasonal, or permanent residential occupancy. (1) Single-Family Residential Dwellings. There is one (1) existing Sin- gle-Family Residential Dwelling that is one (1) above-ground story in height and has a footprint of approximately one thousand four hundred and eight (1,408) square feet on the Property located in the Building Envelope. Not more than one (1) additional Single-Family Residential Dwelling may be built on the Property within the Building Envelope. The ex- isting and permitted single-family residential dwellings shall be referred to as the “Single- Family Residential Dwellings”. The Single-Family Residential Dwellings may be con- structed or enlarged to a cumulative maximum footprint of seven thousand (7,000) square feet, excluding porches, garages, and decks. No individual Single-Family Residential Dwelling may exceed a maximum footprint of five thousand (5,000) square feet, excluding porches, garages, and decks. No individual Single-Family Residential Dwelling may ex- ceed a height above ground of three (3) stories. Structures associated with the use of the Single-Family Residential Dwellings, such as garages, sheds, and other similar minor out- buildings, may be constructed within the Building Envelope. The Single-Family Residen- tial Dwellings may be used for single-family residential occupancy. At no time shall there be more than two (2) Single-Family Residential Dwellings located on the Property. Prior to any construction or expansion of a Single-Family Residential Dwelling or upon request by Grantee, Grantor shall provide to Grantee, at Grantor’s expense, architectural drawings demonstrating compliance with the height and footprint limitations described in this sub- paragraph 4.B(1). C. Repair and Replacement. Only the Single-Family Residential Dwellings described in subparagraph 4.B (Residential Dwellings) and their associated outbuildings may be repaired, enlarged up to the size limit described in subparagraph 4.B, and replaced at their permitted location without further permission from Grantee. The Single-Family Residential Dwellings may also be relocated anywhere within the boundaries of the Building Envelope per the terms of subparagraph 4.B above. Prior to any such relocation of a Single-Family Residential Dwelling, Grantor shall notify Grantee of such relocation and provide Grantee with written plans describing the relocation so that Grantee can update its records. D. Recreational Structures and Improvements. Golf courses, racetracks, com- mercial shooting ranges, campgrounds, and improved airstrips are strictly prohibited on the Prop- erty. Improved helicopter pads are strictly prohibited on the Property unless located within the Building Envelope. Grantor may construct minor recreational structures and improvements, in- cluding improved recreational trails, anywhere on the Property after providing written notice of and description of said construction to Grantee prior to the commencement of construction and receiving written approval from Grantee. Improved recreational trails may include improvements such as man-made technical features, pervious surfacing, water bars, culverts, and other features designed to prevent erosion and minimize dust as long as improved trail base does not exceed four DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit B Conservation Easement Final Draft 8 (4) feet in width, and shall be for non-motorized uses except as otherwise permitted by this Deed. Trails may be rerouted to better fit the topography after notice to and approval of Grantee. Minor recreational structures and improvements may be constructed within the Building Envelope. Hunt- ing blinds are permitted to be constructed anywhere on the Property. Any recreational structures and improvements shall not substantially diminish or impair the Conservation Values and shall be consistent with the uses permitted in this Deed. E. Energy Generation. (1) Wind and Solar. The construction of wind and solar energy generation facilities that are not for use in conjunction with those activities permitted by this Deed are prohibited anywhere on the Property. In addition to the permitted wind and solar generation facilities associated with incidental agricultural structures and improvements as set forth in subparagraph 4.A (Agricultural Structures and Improvements), wind and solar generation facilities that are primarily for the generation of energy for use in conjunction with those activities permitted by this Deed, may be constructed within a Building Envelope without Grantee consent. Wind and solar generation facilities not associated with incidental agricultural structures and improvements as set forth in subparagraph 4.A may only be constructed outside of the Building Envelope with prior written approval of Grantee. The factors which Grantee may consider in determining whether to grant such approval shall include, but not be limited to, (i) whether the installation and siting of such facilities would substantially diminish or impair the Conservation Values, (ii) the physical impact of the proposed facility on the Conservation Values, (iii) the feasibility of less impactful alternatives, and (iv) such other factors as Grantee may determine are relevant to the decision. Any wind or solar energy generated on the Property in accordance with this subparagraph that 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. In the event of technological changes or legal changes that make "expanded" wind and solar energy facilities more clearly compatible with § 170(h) of the I.R.C. or any applicable successor law, Grantee, in its sole discretion, may approve "expanded" wind and solar energy facilities that would not substantially diminish or impair the Conservation Values. For purposes of this subparagraph, the term "expanded" shall mean the development of wind and solar generation facilities to an extent that is greater than the level permitted by the foregoing provisions of this subparagraph. (2) Hydroelectric, Geothermal, and Other Alternative Energy Generation. The construction of hydroelectric power generation facilities, geothermal facilities, or any other alternative energy generation facilities, not including wind or solar facilities, in accordance with this subparagraph is permitted only as set forth in subparagraph 4.A (Agricultural Structures and Improvements) or with Grantee's prior written approval, which may be granted or withheld in Grantee's sole discretion. Without limiting Grantee’s right to withhold such approval in its sole discretion, factors which Grantee may consider shall include but not be limited to whether the facilities and any ancillary improvements are limited in size, the proposed location of the improvements, and that the improvements do not substantially impair the Conservation Values. DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit B Conservation Easement Final Draft 9 5. Division of the Property. A. Subdivision. On the date of this Deed, Grantor acknowledges that the Prop- erty is owned by two parties as tenants in common: Eaton Upper Division, LLLP, and the Michael B. Eaton Revocable Trust (the “Original Grantors”). Notwithstanding the foregoing, the Property will be considered one parcel for the purposes of this Deed, and the restrictions and covenants of this Deed will apply to the Property as a whole. After recording of this Deed, the first time either of the Original Grantors transfers its entire interest in the Property, or if both Original Grantors transfer their entire interests in the Property simultaneously, resulting ownership of the Property must be unified under a single owner. It is Grantor’s and Grantee’s shared intention to maintain the Property under unified ownership. Therefore, the division or subdivision of the Property into two or more parcels, whether by physical or legal process, including but not limited to condomin- ium interests, time-sharing, the partition of undivided interests or subdivision by any judicial or non-judicial foreclosure or tax sale, and any other act which Grantee reasonably believes is in- tended to circumvent the requirements of this subparagraph, is prohibited. After notice to and ap- proval by Grantee, subdivision shall not be deemed to include the creation of separate tax parcels with the County Treasurer for purposes unrelated to the transfer of title or subdivision of the Prop- erty, such as for insurance purposes or for purposes of obtaining approvals regarding reserved rights permitted in this Deed. The existence or creation of separate tax parcels for the Property shall not permit separate ownership of the separate tax parcels, except to the extent the tax parcels coincide with a subdivision of the Property otherwise permitted by or approved pursuant to this paragraph. B. Prohibition of Mineral Severance. Any mineral interest now owned or here- after acquired by Grantor shall not be severed from title to the Property. If, as of the date of this Deed, the mineral estate or portions thereof underlying the Property have been severed and are owned separately (“Severed Mineral Rights”), and Grantor acquires all of or a portion of the Sev- ered Mineral Rights after the date of this Deed, then the acquired portion shall become subject to the terms of this Deed. Nothing in this subparagraph prohibits the leasing of minerals in accordance with Paragraph 9 (Mineral Extraction). C. Prohibition of Water Rights Severance. Unless permitted in Paragraph 20 (Water Rights), any Water Rights as defined below shall not be severed from title to the Property. 6. Development Rights. Grantor hereby grants to Grantee all development rights ex- cept as specifically reserved herein, and the parties agree that such rights are terminated and ex- tinguished and may not be used on or transferred off of the Property to any other property adjacent or otherwise. Under no circumstances shall the Property be used as a remainder parcel or in any other way for the purpose of calculating or giving credits that result in additional density or devel- opment, or for any other open space mitigation requirements, beyond what is allowed in this Deed. 7. Conservation Practices. Grantor recognizes the importance of good resource man- agement and stewardship to maintain the Conservation Values for present and future generations. To this end, all agricultural uses of the Property shall be conducted using generally accepted stewardship and management practices for the agricultural industry. Grantor further recognizes that riparian systems are important to the agricultural viability and ecological health of the Prop- erty and the watershed in which the Property is located and shall be managed accordingly. Grantor DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit B Conservation Easement Final Draft 10 shall comply with and have responsibility for compliance of the Property with the Colorado Nox- ious Weed Act and any other governmental noxious weed control regulations. A. Restoration. Grantor shall have the right to conduct activities and projects which prevent the degradation of, restore, and/or enhance and improve the quality of the water- shed, wildlife habitat, ecological health, and agricultural values of the Property, including but not limited to soil erosion prevention/control and/or restoration activities. In the event the Grantor desires to sell or utilize byproducts, including but not limited to timber and fill, generated as a result of restoration activities permitted herein, such activity shall not be deemed a commercial activity prohibited by this Deed. Grantor shall submit prior written notice to Grantee before any of the aforementioned activities take place on the Property for Grantee's approval. As a condition of approval, Grantee may request a written plan as to how Grantor will ensure against the adverse impacts to the Conservation Values of the Property. B. Species Introduction and Reintroduction. The introduction or reintroduction of non-domesticated animals and the construction of any infrastructure associated with such intro- duction or reintroduction, shall only be permitted after consultation with Colorado Parks and Wild- life and in Grantee’s sole discretion. Animals listed by Colorado Parks and Wildlife as legitimate domestic agricultural livestock are permitted. 8. Timber Harvesting. Commercial timber harvesting is prohibited. Notwithstanding the foregoing, and without requiring the submittal of a forest management plan except as provided for in this subparagraph, trees may be cut to control insects and disease, to control invasive non- native species, for fire mitigation, to cut dead and dying timber for the purpose of improving forest health, to prevent personal injury and property damage, to prevent encroachment into pastureland, and for firewood and other domestic uses, including construction of permitted buildings and fences on the Property, so long as any such timber harvesting does not substantially diminish or impair the Conservation Values. If a concern arises over the Conservation Values, Grantee may provide notice to Grantor and require harvesting to be conducted in substantial accordance with a current forest management plan prepared by a competent professional forester and provided to Grantee for Grantee’s approval prior to any timber harvesting permitted by this subparagraph. 9. Mineral Extraction. A. Prohibitions and Allowances. The mining or extraction of soil, sand, gravel, oil, natural gas, fuel, coal, or any other mineral substance owned by Grantor as of the date of this Deed or later acquired by Grantor, using any surface mining method is prohibited. In areas where the Grantor owns the entirety of the mineral estate underneath the Property, any surface or subsur- face mining method requiring surface disturbance or occupancy is prohibited. In accordance with § 1.170A-14(g)(4) of the Treasury Regulations, mineral extraction by a non-surface mining method is permitted on the surface of the Property if approved by Grantee in accordance with this Paragraph 9 (Mineral Extraction), only when done to access a mineral interest primarily located under the Property, and only when the method of extraction has a limited, localized impact on the Property that is not irremediably destructive of the Conservation Values, and provided further that the proposed mining or extraction will not substantially diminish or impair the Conservation Val- ues (the requirements of this sentence are collectively referred to as the "Extraction Standards"). DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit B Conservation Easement Final Draft 11 B. Rights of Grantee. Grantor agrees that by granting this Deed to Grantee, it has granted to Grantee a portion of its rights as owner of the surface of the Property on which mining (including oil and gas operations) may be conducted ("Surface Owner"). As described in subparagraph 2.A (Right of Review), Grantor shall consult with Grantee regarding the negotiations of any instruments concerning the leasing, granting, or the conveyance of mineral rights on or under the Property from Grantor to a third party including but not limited to owners or lessees of minerals (“Instrument”) or any Surface Use Agreements as described in subparagraph 9.D (Surface Use Agreements). Consultations may be limited, if Grantor so chooses, to only those terms of an Instrument that may potentially impact the surface of the Property. Grantor further intends that Grantee shall have the right to receive notices of proposed mineral activities and to protect the Conservation Values and purposes of this Deed and to enforce the terms of this Deed. C. Leasing. Any lease or other conveyance by Grantor to a third party of min- eral rights subsequent to the date of recording of this Deed must be reviewed and approved by Grantee, shall be subject to the restrictions of this Deed and shall so state, and shall contain terms consistent with the provisions of this Deed. Grantee’s approval right includes any and all proposed amendments or revisions to a lease or other conveyance instrument. Grantee’s approval must be in writing and must be affixed to the fully executed lease or conveyance instrument and shall be based upon satisfying the Extraction Standards. Prior to its execution, Grantee must approve in writing any such lease or agreement pertaining to use of the surface of the Property for mining, any and all proposed amendments or revisions of the Instrument, and such approval shall be re- quired in order to be effective as to the grant of rights by Grantor under this Paragraph 9 (Mineral Extraction). Grantee’s approval may be conditioned upon approval of a Surface Use Agreement as described in subparagraph 9.D (Surface Use Agreements) and upon satisfying the Extraction Standards (including the standards set forth in subparagraph 9.F (Surface Use Agreement and Ex- traction Plan Standards)) to ensure that the proposed surface use is consistent with the preservation of the Conservation Values. Grantor further intends that Grantee shall have the right to receive notices of proposed mineral activities and to protect the Conservation Values and purposes of this Deed and to enforce the terms of this Deed. D. Surface Use Agreements. In accordance with subparagraph 2.A (Right of Review), Grantee must approve in writing any agreement permitted or required of a Surface Owner under C.R.S. § 34-60-101, et seq., as amended from time to time, and rules and regulations prom- ulgated thereunder ("Surface Use Agreement"). Grantee’s approval must be in writing and must be affixed to the fully executed Surface Use Agreement and shall be required in order to be effec- tive as to the grant of rights by Grantor. Any Surface Use Agreement shall at a minimum describe the type of extraction, the areas within which such extraction shall occur to the greatest extent practicable, other measures as Grantee may reasonably require to protect the Conservation Values, and shall provide that the extraction permitted is not irremediably destructive of the Conservation Values nor does it substantially diminish or impair the Conservation Values. E. Extraction Plans. In addition to all other requirements set forth in this Para- graph 9 (Mineral Extraction), no extraction permitted pursuant to this Paragraph 9 shall occur without submittal of an extraction plan (“Extraction Plan”) for the same to Grantee for Grantee's approval. The Extraction Plan shall be subject to the prohibition on surface mining as set forth in subparagraph 9.A (Prohibitions and Allowances), and shall include a description of the type of DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit B Conservation Easement Final Draft 12 extraction, the areas within which such extraction shall occur, and the anticipated impact thereof and shall provide that the extraction permitted is not irremediably destructive of the Conservation Values nor does it substantially diminish or impair the Conservation Values. In addition to such other measures as Grantee may reasonably require to protect the Conservation Values, such Ex- traction Plan shall also comply with the standards set forth in subparagraph 9.F (Surface Use Agreement and Extraction Plan Standards). F. Surface Use Agreement and Extraction Plan Standards. Any surface use agreements or Extraction Plans for the Property developed pursuant to subparagraphs 9.D (Surface Use Agreements) and 9.E (Extraction Plans) above must provide for: (1) concealing all facilities or otherwise locating them to be compatible with existing topography and landscape to the greatest practicable extent, (2) minimizing construction of any new roadways and locating and con- structing such roadways so as to minimize adverse effects of the roadways on the Conser- vation Values, (3) restoring any altered physical features of the land, including drill sites and roadways, to their original state and reclaiming the restored topography with ap- propriate vegetation, and (4) using practices and technologies that minimize duration and inten- sity of impacts to the agricultural use and Conservation Values. 10. Fences. Existing fences may be repaired and replaced, and new fences may be built anywhere on the Property for purposes of reasonable management of livestock or habitat management, or as otherwise approved by Grantee, in a manner as is customary in the region within which the Property is located. 11. Roads, Paving and Utilities. A. Paving, Road Construction. Except as provided in this subparagraph, no portion of the Property outside of any permitted Building Envelope shall be paved with an impervious surface or otherwise be covered with any impervious surface. Notwithstanding the foregoing, Grantor may line ditches and ponds, and build stream crossings, provided that Grantor provides prior written notice of planned activities to Grantee and provided such activities are consistent with the Conservation Purposes. Consistent with the requirements of this subparagraph, existing roads may be maintained, repaired and replaced as necessary, or rerouted to better fit the existing topography, as long as such reroute is minor in nature and does not negatively impact the Conservation Values. Roads may also be graded, widened and lined with pervious surfacing to prevent erosion as well as to decrease dust. No road shall be constructed for access within the Property, for access to other adjacent properties, or for other purposes except, after reasonable notice to Grantee, for (1) any road permitted under a separately executed and existing, as of the date of this Deed, legal access agreement which is of record before the recording of this Deed; (2) any road necessary to provide access to any buildings which are currently located on or may be permitted to hereafter be constructed on the Property; (3) any road reasonably required for DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit B Conservation Easement Final Draft 13 agricultural operations; (4) any temporary road reasonably required to conduct the activities permitted to occur on the Property by this Deed; and, (5) any roads reasonably required to access adjacent land leased or owned by Grantor for agricultural or recreational purposes permitted by this Deed. The use of any temporary road shall be limited in duration and scale and shall be reclaimed in accordance with Paragraph 12 (Restoration of Disturbed Areas). Any such road permitted by this subparagraph shall be constructed in a manner that does not substantially diminish or impair the Conservation Values. B. Utilities. Utilities may only be constructed primarily for serving those uses permitted on the Property by the terms of this Deed. To the extent practicable, such utilities shall be installed within or adjacent to roadways permitted by this paragraph. Grantor shall provide written notice to Grantee prior to construction of utilities outside of the Building Envelope. Any such utility permitted by this subparagraph shall be constructed in a manner that does not substantially diminish or impair the Conservation Values. 12. Restoration of Disturbed Areas. Grantor shall restore and revegetate any disturbed area using a seed mixture recommended by either the appropriate county weed or pest control department, or the appropriate County Extension Office. Grantor shall take steps to control nox- ious weeds in disturbed areas from time to time to the extent necessary to comply with the Colo- rado Noxious Weeds Act. 13. Trash. The dumping or accumulation of any kind of trash or refuse on the Property is strictly prohibited. However, this shall not prevent the storage of agricultural products and by- products on the Property in accordance with all applicable government laws and regulations, provided that such storage does not substantially diminish or impair the Conservation Values. Vehicles and equipment may not be discarded or permanently stored on the Property outside of the Building Envelope. 14. Recreational Uses. The Property shall remain available for private, public, and commercial recreational uses such as hunting, fishing, and wildlife viewing by Grantor and its invitees, so long as these recreational uses and do not substantially diminish or impair the Conservation Values. Grantee may approve the construction of recreational structures and other improvements on the Property in accordance with subparagraph 4.D (Recreational Structures and Improvements). Use of the Property for more than "de minimis" commercial recreation activity is prohibited. The term "de minimis" shall have the meaning as set forth in § 2031(c)(8)(B) of the I.R.C. and the Treasury Regulations adopted pursuant thereto. 15. Motorized Vehicles. Motorized vehicles may be used in a manner that does not substantially diminish or impair the Conservation Values. There shall be no off-road vehicle courses for snowmobiles, all-terrain vehicles, motorcycles, or other motorized vehicles. Nothing in this paragraph is intended to prohibit the use of motorized vehicles for any agricultural or other use that is permitted under this Deed, except that the regular use of motorized vehicles for any non-agricultural use shall generally be confined to permitted roads. 16. Feedlot. The establishment or maintenance of a commercial feedlot is prohibited. For purposes of this Deed, "commercial feedlot" is defined as a permanently constructed confined area or facility within which the Property is not grazed or cropped annually, and which is used and DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit B Conservation Easement Final Draft 14 maintained for purposes of engaging in the business of the reception and feeding of livestock. Nothing in this paragraph shall prevent Grantor from seasonally confining livestock into an area for feeding and from leasing pasture for the grazing of livestock owned by others. 17. Special Events. Temporary or seasonal outdoor activities or events occurring out- side the Building Envelope (“Special Event(s)”) that do not permanently alter the physical appear- ance of the Property and that do not harm or impair the agricultural use, future viability, and related Conservation Values are permitted only with the prior written approval of Grantee. Any request for such approval shall be made reasonably in advance of the Special Event. In approving or deny- ing such a request, Grantee may take into account the number of people involved in and the dura- tion of the Special Event, and any other aspects of the Special Event that may have an impact on the Conservation Values. Any approval may include reasonable conditions, including the require- ment that the Property be restored in accordance with Paragraph 12 (Restoration of Disturbed Ar- eas) of this Deed. 18. Commercial Uses. No industrial uses shall be allowed on the Property. Unless explicitly prohibited herein, commercial uses are allowed, as long as they are conducted in a manner that is consistent with § 170(h) of the I.R.C. and the Treasury Regulations adopted pursuant thereto, are consistent with the Conservation Purposes, and do not substantially diminish or impair the Conservation Values. Without limiting other potential commercial uses that meet the foregoing criteria, the following uses are allowed as long as they meet the foregoing requirements: processing or sale of farm or ranch products predominantly grown or raised on the Property; home occupations conducted by and in the home of a person residing on the Property; hunting, fishing, and wildlife viewing; and customary rural enterprises, including but not limited to habitat enhancement, farm machinery repair, bed and breakfasts or commercial overnight occupancy operated within the Single-Family Residential Dwellings described in Paragraph 4 (Construction of Buildings and Other Structures), if any, livestock veterinary services, and similar enterprises conducted by Grantor or by another person residing on the Property. For any commercial use not expressly enumerated in this paragraph, but which still may meet the foregoing criteria such as camping in undeveloped or unimproved sites, Grantor shall provide Grantee with written notice of Grantor’s proposed use, and Grantor shall only commence such use with Grantee’s written approval. Any approval may include reasonable conditions, including development of a management plan, designed to protect the Conservation Values of the Property. 19. Signage or Billboards. No commercial signs, billboards, awnings, or advertisements shall be displayed or placed on the Property, except for appropriate and customary ranch or pasture identification signs, "for sale" or "for lease" signs alerting the public to the availability of the Property for purchase or lease, "no trespassing" signs, signs regarding the private leasing of the Property for hunting, fishing or other low impact recreational uses, signs promoting agricultural products available or produced on the Property, temporary signs promoting special events on the Property, temporary signs to promote political candidates and ballot issues, and signs informing the public of the status of ownership. No signs shall substantially diminish or impair the Conservation Values. 20. Water Rights. The parties agree that it is reasonable that certain water rights beneficially used on the Property are encumbered by this Deed. DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit B Conservation Easement Final Draft 15 A. Irrigation Water. Grantor shall retain and reserve the right to use any and all water and water rights beneficially used for irrigation on the Property and all ditches, headgates, springs, reservoirs, water allotments, water shares and stock certificates, contracts, wells, ease- ments and rights of way associated therewith or reasonably necessary for such beneficial use of irrigation (the "Irrigation Water Rights"), including, but not limited to, those water rights or inter- ests specifically described on Exhibit D attached hereto for use in present or future agricultural production and to support the Conservation Values on the Property. Grantor shall not transfer, lease, sell, change, or otherwise separate the Irrigation Water Rights from title to the Property itself; provided that Grantor may lease or temporarily separate from the Property such portion of the Irrigation Water Rights which Grantor demonstrates to Grantee, and Grantee determines in its sole discretion, will not substantially diminish or impair the present or future agricultural produc- tion or the Conservation Values and provided said Irrigation Water Rights must be returned to the Property. To the degree abandonment of any portion of a water right would adversely impact the Conservation Values, Grantor shall not abandon or allow the abandonment of any portion of the Water Rights, by action or inaction. B. Non-Irrigation Water. Grantor shall not transfer, lease, sell, change, or oth- erwise separate from title to the Property other water rights which exist on or are beneficially used on the Property, or any ditches, headgates, springs, reservoirs, water allotments, water shares and stock certificates, contracts, wells, easements and rights of way associated therewith (the "Addi- tional Water Rights"), including, but not limited to, those water rights or interests specifically de- scribed in the Baseline Inventory Report; provided that Grantor may lease or temporarily separate from the Property such portion of the Additional Water Rights which Grantor demonstrates to Grantee, and Grantee determines in its sole discretion, will not substantially diminish or impair the present or future agricultural production or the Conservation Values and provided said Additional Water Rights must be returned to the Property. C. Development of Future Water Rights. Grantor reserves the right to appro- priate water in compliance with State law. Future adjudicated surface water rights originating on the Property for use on the Property, whether for irrigation or other beneficial uses, shall be en- cumbered by Subparagraph 20.B (Non-Irrigation Water). Any future adjudicated water rights that originate as surface water off Property and may be used on the Property shall not be encumbered by this Deed, unless Grantor and Grantee mutually agree to encumbrance in a written instrument duly executed and recorded in the real property records of the County within which the Property is located. D. Water Infrastructure. The Irrigation Water Rights and the Additional Water Rights are collectively referred to herein as the “Water Rights.” The maintenance, expansion, or relocation of infrastructure associated with the beneficial usage of the Water Rights that does not substantially diminish or impair the Conservation Values is permitted. Hydroelectric power gen- eration in accordance with subparagraph 4.E(2) (Hydroelectric, Geothermal, and Other Alternative Energy Generation) and other uses consistent with Colorado law, including the creation of stock- ponds, drilling of wells for agricultural or domestic purposes, and other similar uses permitted by this Deed, that serve the Property and do not substantially diminish or impair the Conservation Values are permitted. 21. Rights Retained by Grantor. DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit B Conservation Easement Final Draft 16 A. General. Subject to interpretation under Paragraph 30 (Interpretation), as owners of the Property, Grantor retains the right to perform any act not specifically prohibited or limited by this Deed. These ownership rights include, but are not limited to, the right to exclude any member of the public from trespassing on the Property and the right to sell or otherwise transfer the Property to anyone they choose. B. No Right of Access. No right of access to the general public to any portion of the Property is conveyed by this Deed. 22. Responsibilities of Grantor and Grantee Not Affected. Other than as specified herein, this Deed is not intended to impose any legal or other responsibility on Grantee, or in any way to affect any existing obligation of Grantor as owner of the Property. Among other things, this shall apply to: A. Taxes. Grantor shall continue to be solely responsible for payment of all taxes and assessments levied against the Property. If Grantee is ever required to pay any taxes or assessments on Grantor's or Grantee's interest in the Property, Grantor will reimburse Grantee for the same. Grantee is authorized, but not obligated, to make or advance any payment of past due taxes or assessments upon twenty (20) days prior written notice to Grantor, in accordance with any bill, statement or estimate provided by the appropriate authority, without inquiry into its validity or accuracy. The obligation created by Grantee’s payment of such taxes shall bear interest at the lesser of fifteen percent (15%) per annum or the maximum permitted by law. In the event Grantee makes any payment in accordance with this subparagraph, then (a) the amount of such payment, together with interest, shall be a lien on the Property for the benefit of Grantee until paid in full; and Grantor hereby waives and releases any and all right of homestead and any other exemption in the Property under state or federal law. Grantee has the authority to act on the behalf of Grantor pursuant to C.R.S. § 39-12-103. B. Upkeep and Maintenance. Grantor shall continue to be solely responsible for the upkeep and maintenance of the Property, to the extent it may be required by law. Grantee shall have no obligation for the upkeep or maintenance of the Property. C. Liability and Indemnification. If Grantee is ever required to defend itself from claims or required by a court to pay damages, resulting from personal injury or property damage that occurs on the Property, Grantor shall indemnify and reimburse Grantee for these payments, as well as for reasonable attorneys' fees and other expenses of defending itself, unless Grantee or any of its agents have committed a negligent or deliberate act that is determined by a court to be the sole cause of the injury or damage. In addition, at Grantee’s request, Grantee shall be named as an additional insured on Grantor's liability insurance policy, if any, covering the Property. If so requested, Grantor shall provide certificates of such insurance to Grantee upon reasonable request. D. Local Laws and Regulations. Grantor shall remain obligated to comply with all laws and regulations, including but not limited to any local building and zoning code requirements. DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit B Conservation Easement Final Draft 17 23. Enforcement. Grantee shall have the right to prevent and correct or require correction of violations of the terms of this Deed. With reasonable advance notice to Grantor (except in the case of any ongoing or imminent violation, in which case such notice is not required), Grantee or Grantee's agents may enter the Property for the purpose of inspecting for violations. If Grantee finds what it believes is a violation, Grantee may at its discretion take appropriate legal action. Except when an ongoing or imminent violation is causing material damage to or could irreversibly diminish or impair the Conservation Values, Grantee shall give Grantor written notice of the violation and sixty (60) days to correct it, before filing any legal action. If a court with jurisdiction determines that a violation may exist or has occurred, Grantee may obtain an injunction to stop it, temporarily or permanently, in addition to such other relief as the court deems appropriate. A court may also issue an injunction requiring Grantor to restore the Property to its condition prior to the violation. In any case where a court finds that a violation has occurred, Grantor shall reimburse Grantee for all its expenses incurred in stopping and correcting the violation, including but not limited to reasonable attorneys' fees, expert witness fees, and staff time and costs associated with addressing the violation. Any failure by Grantee to discover a violation or forbearance by Grantee to exercise its rights under this Deed in the event of any breach of any term of this Deed by Grantor shall not be deemed or construed to be a waiver by Grantee of such term of any subsequent breach of the same or any other term of this Deed or of any of Grantee's rights under this Deed. No delay or omission by Grantee in the exercise of any right or remedy upon any breach by Grantor shall impair such right or remedy or be construed as a waiver. Grantor hereby waives any defense available to Grantor pursuant to C.R.S. § 38-41-119, or the defense of laches or estoppel. Notwithstanding the foregoing, Grantee may not bring an action against Grantor to enforce against violations of this Deed resulting from any fire, act of God, or other natural event over which Grantor had no control, or from any reasonable and prudent action taken by Grantor under emergency conditions to prevent, abate, or mitigate significant injury or damage to the Property from such causes. 24. Transfer of Easement. With the prior written consent of Grantor (which consent shall not be unreasonably withheld) Grantee shall have the right to transfer the Easement created by this Deed to any private nonprofit organization that, at the time of transfer, is a "qualified organization" under § 170(h) of the I.R.C., and under Colorado law, provided that the organization expressly agrees to assume the responsibility imposed on Grantee by this Deed and agrees that the Conservation Purposes that this Deed advances are continued to be carried out. Notwithstanding anything in this paragraph to the contrary, this Deed shall not be transferred by Grantee to any governmental entity or public agency without the consent of Grantor, which consent shall be in Grantor's sole discretion. If Grantee desires to transfer this Deed to a qualified organization having similar purposes as Grantee, but Grantor unreasonably refuses to approve the transfer or, if Grantee ever ceases to exist or no longer qualifies under § 170(h) of the I.R.C. or applicable state law, a court with jurisdiction shall transfer this Deed to another qualified organization having similar purposes and mission as Grantee and that agrees to assume the responsibility of enforcing this Deed, provided that Grantor receives notice of and an opportunity to participate in the court proceeding. Grantee shall notify the County within thirty (30) days of any transfer of the Easement. 25. Transfer of the Property and Notice of Obligations of Grantor and Third Parties. DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit B Conservation Easement Final Draft 18 A. Notice of Transfer of Property. Grantor shall notify Grantee in writing at least thirty (30) days prior to the transfer of the Property, and the document of conveyance shall expressly refer to this Deed. B. Transfer Fee. Any time fee title to the Property itself is transferred by Gran- tor or Grantor’s successors and assigns, it shall be deemed a transfer (a “Transfer”) and be subject to the provisions of this subparagraph. At such time as the first Transfer occurs from the original Grantor of this Deed (the “Original Grantor”), or from an Exempt Transferee (as defined below) of the Original Grantor, to any individual or entity other than an Exempt Transferee, an additional stewardship endowment payment shall be paid to Grantee in the amount of $1,000.00 (the “Initial Transfer Fee”), which amount shall be adjusted for inflation or deflation from the date of the Deed in accordance with the United States Consumer Price Index, U.S. Consumer Price Index for All Items, or if such index is no longer available, such other generally accepted successor index. Fol- lowing the payment of the Initial Transfer Fee by the Original Grantor, or by an Exempt Transferee of the Original Grantor, any subsequent Transfer shall require an additional stewardship endow- ment payment in the amount of one quarter of one percent (0.25%) of the sales price or consider- ation paid for the Transfer (the “Permanent Transfer Fee”). The Initial Transfer Fee or the Perma- nent Transfer Fee, as the case may be, shall be waived if the Property is transferred to (i) Grantor's immediate family including parents, spouses, siblings, children, grandchildren, grandparents, aunts, uncles, cousins, nieces, nephews, heirs, beneficiaries, or devise by will or intestacy, and the lineal descendants of the forgoing; (ii) any entity controlled by such individuals; (iii) any trust established for the primary benefit of Grantor or such individuals; (iv) any not-for-profit entity established by Grantor or an above described individual; or (v) any wholly owned subsidiary of any of the foregoing (an “Exempt Transferee”). It is the intent of this subparagraph that one Initial Transfer Fee shall be paid, and subsequently the Permanent Transfer Fee shall be paid upon all Transfers, unless the Transfer is to an Exempt Transferee. If at any time in the future all or any portion of the Property is classified as “residential real property” as defined in C.R.S. § 38-35- 127(2)(e), then Grantee covenants and agrees that the transfer fee shall be used by Grantee only for the benefit of the Property, any adjacent or contiguous real property, or the community in which the Property is located, pursuant to C.R.S. § 38-35-127(2)(b)(V). C. Right of Grantee to Record Notice. Grantee shall have the right to record a document, executed solely by Grantee, in the real property records in the county within which the Property is located to put third parties on notice of the requirements of this Deed. D. Failure to Comply Does Not Invalidate. Failure to provide notice pursuant to this paragraph or such recorded document shall not invalidate any transfer of the Property, nor shall it impair the validity of this Deed or limit its enforceability in any way. 26. Amendment of Deed. This Deed may be amended only with the written consent of Grantee and Grantor, to be granted or withheld in each party’s sole discretion. Any amendment approved by Grantee and Grantor in accordance with the provisions of this paragraph, shall be by written instrument duly executed and recorded in the real property records of the county within which the Property is located. Any such amendment shall have a positive effect on or impact to the Conservation Values. Notwithstanding the previous sentence, Grantee may approve a modi- fication where the amendment is strictly procedural and has absolutely no effect on Conservation Values. Any such amendment shall be consistent with the Conservation Purposes of this Deed, DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit B Conservation Easement Final Draft 19 shall not affect the perpetual duration of the restrictions contained in this Deed, shall comply with § 170(h) of the I.R.C. or any regulations promulgated thereunder, shall comply with all federal, state, and local laws, including C.R.S. § 38-30.5-101, et seq., or any regulations promulgated thereunder, shall comply with Grantee’s procedures and standards for amendments (as such pro- cedures and standards may be amended from time to time), shall be consistent with Grantee’s public mission, shall not jeopardize Grantee’s tax-exempt status or status as a charitable organi- zation under federal or state law, and shall not result in private inurement or confer impermissible private benefit. Amendment of the Deed shall not affect the Easement’s priority against any in- tervening liens, mortgages, easements, or other encumbrances. In order to preserve the Ease- ment’s priority, Grantee may require that any liens, mortgages, easements, or other encumbrances be subordinated to any proposed amendment. If the Property has been divided pursuant to any subdivision permitted under the terms of this Deed, then only the owner of the affected property shall be required to consent to and execute documents evidencing such amendment. Grantee shall notify the County within thirty (30) days of any Amendment of this Deed and shall provide the County with a copy of the recorded Amendment. 27. Termination of Easement. This Easement may only be released, terminated or otherwise extinguished, whether in whole or in part, if (1) a court with jurisdiction determines a subsequent unexpected change makes impossible the continued use of the Property for the Conservation Purposes at the joint request of both Grantor and Grantee, and (2) any conditions or limitations imposed by federal and state law are also complied with. 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 use of neighboring properties, shall not constitute a change in conditions that makes it impossible or impractical for continued use of the Property for the Conservation Purposes and shall not constitute grounds for terminating this Deed. If condemnation of a part of the Property or of the entire Property by public authority renders it impossible to fulfill any of these Conservation Purposes, the Easement may be terminated through condemnation proceedings. If the Easement is terminated in whole or in part or all or part of the Property is sold or taken for public use, then Grantor and Grantee shall act jointly to recover the full fair market value of the affected portion of the Property and all damages resulting from the condemnation and, as required by Treasury Regulation § 1.170A-14(g)(6), Grantee shall be entitled to forty percent (40%) of the gross sale proceeds or condemnation award representing an amount equal to the ratio of the appraised value of this Easement to the unrestricted fair market value of the Property, which ratio shall be calculated and remain constant as of the date of this Deed. Grantee shall use the proceeds consistently with the Conservation Purposes of this Deed. 28. Natural Events Beyond Grantor’s Control. Unless otherwise specified, nothing in this Deed shall require Grantor to take any action to restore the condition of the Property after any fire, act of God or other natural event over which Grantor had no control. Grantee may not bring an action against Grantor to enforce against violations of this Deed resulting from any fire, act of God, or other natural event over which Grantor had no control, or from any reasonable and prudent action taken by Grantor under emergency conditions to prevent, abate, or mitigate significant injury or damage to the Property from such causes. For purposes of this Deed, "natural event" shall not include acts of third parties but does include wildfires, including wildfires whose cause may have been the act of a third party, explosions, earthquakes, drought, flood, wars, and acts of terrorism. DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit B Conservation Easement Final Draft 20 29. Interpretation. This Deed shall be interpreted under the laws of the State of Colo- rado, resolving any ambiguities and questions of the validity of specific provisions so as to pre- serve the Conservation Values and give maximum effect to the Conservation Purposes. Grantor and Grantee acknowledge that the permitted uses and practices and the prohibited uses and prac- tices as specifically set forth herein cannot be an exhaustive list of all permitted and prohibited uses and practices. Uses and practices not specifically identified in this Deed shall be permitted if such use or practice is consistent with the Conservation Purposes and the protection of the Con- servation Values. Uses and practices not specifically identified in this Deed shall be prohibited if such use or practice is inconsistent with the Conservation Purposes or the protection of the Con- servation Values. 30. Perpetual Duration. The Easement created by this Deed shall be a servitude running with the land in perpetuity. Every provision of this Deed that applies to Grantor or Grantee shall also apply to their respective agents, heirs, executors, administrators, assigns, and all other successors as their interests may appear. A party's rights and obligations under this Deed terminate upon transfer of the party's interest in this Deed or the Property, except that liability for acts or omissions occurring prior to transfer shall survive transfer. 31. Notices. Any notifications or notices required by this Deed shall be in writing and shall be personally delivered, sent by certified mail, return receipt requested, or sent by electronic mail with proof of delivery to Grantor and Grantee respectively at the following addresses, unless a party has been notified by the other of a change of address: To Grantor: Eaton Upper Division, LLLP c/o Michael B. Eaton P.O. Box 871 Edwards, Colorado 81632 If by email: miketaxi@vail.net Michael B. Eaton Revocable Trust c/o Michael B. Eaton P.O. Box 871 Edwards, Colorado 81632 If by email: miketaxi@vail.net To Grantee: Colorado Cattlemen's Agricultural Land Trust PO Box 16088 Denver, CO 80216-0088 If by email: notice@ccalt.org To County: Open Space and Natural Resources Director Marcia Gilles P.O. Box 179 Eagle, CO 81631 marcia.gilles@eaglecounty.us DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit B Conservation Easement Final Draft 21 And to: Beth Oliver, County Attorney P.O. Box 850 Eagle, CO 81631 beth.oliver@eaglecounty.us 32. Grantor's Title Warranty and Ownership. Grantor warrants that Grantor has good and sufficient title to the Property and hereby promises to defend the same against all claims from persons claiming by, through or under Grantor. Grantor owns the fee simple interest in the Property. 33. Grantor's Environmental Warranty and Indemnity. Grantor warrants that Grantor has no actual knowledge of a release or threatened release of hazardous substances or wastes on the Property and hereby promises to defend and indemnify Grantee against all litigation, claims, demands, penalties, and damages, including reasonable attorneys' fees, arising from or connected with any release of hazardous waste or violation of federal, state, or local environmental laws. Without limiting the foregoing, nothing in this Deed shall be construed as giving rise to any right or ability in Grantee, nor shall Grantee have any right or ability, to exercise physical or managerial control over the day-to-day operations of the Property, or otherwise to become an operator with respect to the Property within the meaning of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended. 34. Subsequent Liens on the Property. No provisions of this Deed should be construed as impairing the ability of Grantor to use this Property as collateral for subsequent borrowing, provided that any mortgage or lien arising from such a borrowing will be subordinated to this Easement. 35. No Merger. The Easement shall not in whole or in part be released, terminated, extinguished, or abandoned by merger with the underlying fee interest in the real property or Water Rights, in view of the public interest in the Easement’s perpetual existence and enforcement pursuant to C.R.S. § 38-30.5-107. 36. Recording. Grantee shall record this Deed in the official records of each county in which the Property is situated and may re-record it at any time as may be required to preserve Grantee's rights hereunder. 37. Joint Obligation of Grantor. Whenever the Property is owned by more than one owner, the obligations imposed by this Deed upon the Grantor shall be joint and several except as provided in this paragraph. The obligations and the liabilities of any successor owner or transferee of the Property or any Parcel (“Transferee”) shall only apply to acts or omissions of the Transferee from and after the date of the transfer to the Transferee. The burden of proving that acts or omissions are attributable to a prior owner shall lie with the Transferee and not with the Grantee. 38. No Third-Party Beneficiaries. This Deed is entered into by and between Grantor and Grantee and does not create enforcement rights or responsibilities in any third parties, including the public. DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit B Conservation Easement Final Draft 22 39. Disclaimer. Grantee does not represent the interests of Grantor. Grantee has advised Grantor to have this Deed reviewed by Grantor’s attorney, and Grantor has had ample opportunity to do so. The possibility that any use of the Property which is expressly prohibited by this Easement, or any other use which is determined to be inconsistent with the Conservation Purposes, may become more economically valuable than at the time of this Deed has been considered by Grantor in granting this Easement. 40. Acceptance. As attested by the signature of an authorized party affixed hereto, Grantee hereby accepts, without reservation, the rights and responsibilities conveyed by this Deed. Grantee acknowledges receipt and acceptance of this Deed encumbering the Property for which no goods or services were provided. 41. Review Fees. Grantee shall be reimbursed for its reasonable expenses incurred in reviewing requests for approval made by third parties as provided for under the terms of this Deed, including, but not limited to, reasonable attorneys' fees. Such reimbursement shall be the responsibility of the third-party requesting review. 42. 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, wetlands, wildlife species, greenhouse gas, beneficial use, and renewable energy) generated from or attributable to the conservation, preservation and management of the Property in accordance with this Deed. Nothing in this paragraph shall modify the restrictions imposed by this Deed or otherwise impair the preservation and protection of the Conservation Values, including without limitation the renewable energy facilities restrictions contained in subparagraph 4.E (Energy Generation). 43. Authority to Execute. Each party represents to the other that such party has full power and authority to execute, deliver, and perform this Easement, that the individual executing this Easement on behalf of said party is fully empowered and authorized to do so, and that this Easement constitutes a valid and legally binding obligation of said party enforceable against said party in accordance with its terms and conditions. 44. Severability. If any provision of this Deed, or the application thereof to any person or circumstance, is found to be invalid, the remainder of the provisions of this Deed, or the application of such provision to persons or circumstance other than those as to which it is found to be invalid, as the case may be, shall not be affected thereby. 45. Entire Agreement. This instrument sets forth the entire agreement of the parties with respect to the Easement and supersedes all prior discussions, negotiations, understandings, or agreements relating to the Easement, all of which are incorporated herein. 46. Headings. The headings contained in this Deed are for reference purposes only and shall not affect in any way the meaning or interpretation of this Deed. 47. Disclosure of Perpetuity. Pursuant to C.R.S. § 38-30.5-103(6), a landowner granting a conservation easement on or after January 1, 2020 must execute a required form DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit B Conservation Easement Final Draft 23 acknowledging that the conservation easement is being granted in perpetuity. The executed Disclosure of Perpetuity form to satisfy this requirement for this Easement is attached hereto as Exhibit E. TO HAVE AND TO HOLD, this Deed unto Grantee, its successors and assigns, forever. IN WITNESS WHEREOF, Grantor and Grantee, intending to legally bind themselves, have set their hands on the date first written above. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGES FOLLOW] DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit B Conservation Easement Final Draft 24 GRANTOR: EATON UPPER DIVI- SION, LLLP ____________________________________ Michael B. Eaton, General Partner STATE OF COLORADO ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this ______ day of ______ ____________, 2024, by Michael B. Eaton as General Partner of Eaton Upper Division, LLLP. WITNESS my hand and official seal. Notary Public GRANTOR: MICHAEL B. EATON REVOCABLE TRUST ____________________________________ Michael B. Eaton, Trustee STATE OF COLORADO ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this ______ day of ______ ____________, 2024, by Michael B. Eaton as Trustee of Michael B. Eaton Revocable Trust. WITNESS my hand and official seal. Notary Public DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit B Conservation Easement Final Draft 25 ACCEPTED: COLORADO CATTLEMEN'S AGRICULTURAL LAND TRUST, a Colorado nonprofit corporation By Name: ____________________________________ Title: _____________________________________ STATE OF COLORADO ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this ______ day of ______ ____________, 2024, by ____________________, as ________________________ of Colorado Cattlemen's Agricultural Land Trust, a Colorado nonprofit corporation. WITNESS my hand and official seal. Notary Public Schedule of Exhibits Exhibit A Legal Description of the Property Exhibit B Map of the Property Depicting and Describing the Building Envelope Exhibit C Baseline Inventory Report Acknowledgment Page Exhibit D Water Rights Exhibit E Disclosure of Perpetuity DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit B Conservation Easement Final Draft 26 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER (NE1/4SE1/4) OF SEC- TION TWENTY-THREE (23) AND THE NORTH HALF OF THE SOUTHWEST QUARTER (N1/2 OF SW1/4) AND THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER (SE1/4 OF SW1/4) OF SECTION TWENTY-FOUR (24), IN TOWNSHIP 5 SOUTH, RANGE EIGHTY-THREE (83) WEST OF THE SIXTH (6TH) PRINCIPAL MERIDIAN, COLORADO, ACCORDING TO THE SURVEY UNDER WHICH PATENT ISSUED THEREFOR JUNE 14, 1928, COUNTY OF EAGLE, STATE OF COLORADO DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit B Conservation Easement Final Draft 27 EXHIBIT B MAP OF THE PROPERTY DEPICTING AND DESCRIBING THE BUILDING ENVELOPE DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit B Conservation Easement Final Draft 28 DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit B Conservation Easement Final Draft 29 EXHIBIT C BASELINE INVENTORY REPORT ACKNOWLEDGMENT PAGE I. OWNER ACKNOWLEDGEMENT STATEMENT Please complete to satisfy Section 1.170A-14(g)(5)(i)(D) of the federal tax regulations and the Standards and Practices of the Land Trust Alliance. Grantor: Eaton Upper Division, LLLP P.O. Box 871 Edwards, Colorado 81632 Michael B. Eaton Revocable Trust P.O. Box 871 Edwards, Colorado 81632 Grantee: Colorado Cattlemen’s Agricultural Land Trust PO Box 16088 Denver, CO 80216-0088 Property Description: The Property consists of 160 acres of land in Eagle County. A baseline inventory report has been prepared by Rare Earth Science, LLC, and is dated ______________ (the "Baseline Inventory Report"). In compliance with Section 1.170-14(g)(5)(i)(D) of the Treasury Regulations, Grantor and Grantee agree that the Baseline Inventory Report is an accurate representation of the Property at the time of the conservation easement donation. ______________________________________________________________________ Grantor – Michael B. Eaton, General Partner Date Eaton Upper Division, LLLP ______________________________________________________________________ Grantor – Michael B. Eaton, Trustee Date Michael B. Eaton Revocable Trust _______________________________________________________________________ Grantee – __________________, CCALT Date DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit B Conservation Easement Final Draft 30 EXHIBIT D WATER RIGHTS Any and all of the Grantor’s interest in and to the following water rights: Ditch Amount Priority Number Adjudication Date Appro- priation Date Admin No. Source Defined Term West Ditch 0.3 cfs 356A 11/25/1927 (pre- vious adjudica- tion date: 12/3/1926) 7/15/1919 28095.2 5397 Squaw Creek Irrigation DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit B Conservation Easement Final Draft 31 EXHIBIT E DISCLOSURE OF PERPETUITY [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. THE DISCLOSURE OF PERPETUITY FORM IS ATTACHED ON THE FOLLOWING PAGE] DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB 10 EXHIBIT C Transaction Costs DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB Exhibit C Transaction Costs Transaction Costs- estimated Total Costs Request to Eagle County Stewardship Endowment $28,500 $28,500 CCALT Legal Defense Fund $7,500 $7,500 Title Research and Closing Costs $6,000 $6,000 Appraisal $12,500 $2,500 Mineral Report $0 $0 Baseline Report $7,000 $7,000 Water Report $750 $750 Environmental Report $0 $0 Surveys $0 $0 CCALT Lifetime Membership $5,000 $5,000 CCALT Project legal fees $5,000 $5,000 CCALT Project Coordination Fee $15,000 $15,000 Colorado Tax Credit Application Fee $11,300 $11,300 Total $98,550 $88,550 Total funding request for transaction costs NTE $88,550.00 DocuSign Envelope ID: F663D400-2F64-46C6-BBD3-77BDAB1FACEB