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Home My WebLink AboutC25-007 Pitkin County-Aspen Valley Land Trust_Funding Agreement Three Meadows RanchFUNDING AGREEMENT BETWEEN EAGLE COUNTY, COLORADO, PITKIN COUNTY, COLORADO, AND ASPEN VALLEY LAND TRUST RELATED TO THE THREE MEADOWS RANCH CONSERVATION PROJECT THIS AGREEMENT (“Agreement”) is made this 4th day of February 2025, by and between Eagle County, Colorado, a body corporate and politic (“Eagle County”), the Board of County Commissioners of Pitkin County, Colorado, a body corporate and politic (“Pitkin County”), and Aspen Valley Land Trust, a Colorado nonprofit corporation (“AVLT”). Eagle County, Pitkin County, and AVLT shall collectively be referred to as the “Parties” in this Agreement and each individually as a “Party.” RECITALS WHEREAS, AVLT Special Projects, LLC, a Colorado limited liability company, is the party buyer to a contract dated December 19, 2024, for purchase of the property generally known as Three Meadows Ranch (the “Contract”) located in Eagle County, Colorado. A copy of the Contract is appended hereto as Exhibit 1 and is made a part of this Agreement by this reference; and WHEREAS, the Three Meadows Ranch property (the “Property” or “Three Meadows Ranch”) consists of approximately 4,250 acres, more or less, and the Contract includes the purchase of all real property and appurtenances, including but not limited to: (i) any and all buildings, improvements, personal property, and fixtures situated thereon; (ii) any and all crops and timber growing thereon; (iii) any and all surface or subsurface sand, gravel, oil, gas, mineral geothermal, or mineral rights and any stockpiled sand, gravel or minerals acquired or to be acquired by AVLT thereon; (iv) water rights as well as well, spring, reservoir, storage, domestic (including municipal taps), irrigation, irrigation equipment and facilities, sub-irrigation, livestock water, and ditch rights of any type, including all shares or certificates of any type in ditch or water delivery companies or associations acquired or to be acquired by AVLT; and (v) all other surface and subsurface rights, any and all other permits, hereditaments, easements, recorded rights of access, historic rights of access, incidents, and appurtenances belonging thereto; and WHEREAS, a legal description of the Property is appended to the Contract as Contract Exhibit A and a description of the water rights appurtenant to the Property is appended to the Contract as Contract Exhibit B; and WHEREAS, the purchase price stated in the Contract is TWENTY-SEVEN MILLION SEVEN HUNDRED THOUSAND and 00/100 DOLLARS (“$27,700,000.00”) (the “Purchase Price”). The Contract Closing Date is February 18, 2025 (the “Closing Date”); and WHEREAS, AVLT Special Projects, LLC is a subsidiary of and wholly owned and controlled by AVLT; and, for the purpose of this Agreement, any reference to AVLT or AVLT Special Projects, LLC shall include both entities unless further definition or distinction is expressly provided; and Docusign Envelope ID: 53F6EFB1-8BA2-462B-B658-98484F1BA5E0 2 WHEREAS, the Property is located wholly within Eagle County, Colorado and within the Roaring Fork River Watershed, and were it to be developed at its highest and best economic use, such use would likely have a significant impact on wildlife habitat, scenery, and agricultural resources, all of which otherwise benefit the citizens of Eagle County, Pitkin County, and the State of Colorado; and WHEREAS, the Parties desire to enter into this Agreement to set forth the terms and conditions of their respective funding contributions so that the Parties may protect and preserve the Property, which is otherwise at risk for development, and such preservation will benefit the citizens of Eagle County, Pitkin County, and the State of Colorado; and WHEREAS, in 2002 voters in Eagle County approved Eagle County Referendum 1H establishing earmarked funding for the purpose of acquiring, maintaining, or permanently preserving open space; and WHEREAS, as a result of Referendum lH, Eagle County has established an Open Space Program which acquires and/or protects open space throughout Eagle County, Colorado; and WHEREAS, Eagle County Resolution No. 2016-064 concerning the Open Space Program permits Eagle County to engage in the acquisition, maintenance, or permanent preservation of open space, alone or in association with other entities; and WHEREAS, the voters of Pitkin County and the Board of County Commissioners of Pitkin County, Colorado established the Pitkin County Open Space and Trails Fund in 1990 for the purposes of preserving and providing open space and trails resources, and established an Open Space and Trails Board of Trustees to guide the expenditure of those funds; and WHEREAS, Eagle County and Pitkin County have each determined that AVLT’s purchase of the Property will result in the protection of approximately 4,250 acres of land in Eagle County and the Roaring Fork Watershed and that such protection and conservation of the Property in accordance with the principles set forth in the Agreement will result in significant public benefit; and WHEREAS, Pitkin County and Eagle County have reviewed and approved the Contract, found it adequate for the purpose of acquiring the Property, and, pursuant to this Agreement, intend to contribute to the funding of the purchase of the Property, subject to the satisfaction of the terms and conditions described herein as determined by Pitkin County and Eagle County in their sole discretion pursuant to Paragraph 11 below; and WHEREAS, the Purchase Price including, with limitation, the earnest money deposit, is designated solely for funding the purchase of the Property upon the terms described in the Contract as the same may be modified by mutual agreement of the Parties; and WHEREAS, in consideration of Eagle County’s and Pitkin County’s financial contribution to the Property, the Parties agree to encumber the Propert y with a Restrictive Covenant, at the time of Closing, running to the benefit of Eagle County and Pitkin County to secure the Property from sale or encumbrance, which Restrictive Covenant shall be released upon the satisfaction of the terms and conditions stated therein and in this Agreement; and Docusign Envelope ID: 53F6EFB1-8BA2-462B-B658-98484F1BA5E0 3 WHEREAS, any funding provided by Eagle County and/or Pitkin County under this Agreement shall be used solely for the Purchase Price and solely for expenditures incurred in the stewardship and management of the Property after the Closing Date, subject to the terms and conditions set forth in this Agreement and future appropriations when necessary; and WHEREAS, the Parties agree that the primary conservation value for the Three Meadows acquisition is to preserve, protect, and enhance its significant ecological attributes, including but not limited to preservation of wildlife habitat and scenic views, with the secondary conservation values of managed public access, which may include but are not limited to managed recreational and educational opportunities, as well as agricultural use. AGREEMENT NOW THEREFORE, in consideration of mutual promises and covenants contained in this Agreement, the Parties agree as follows: 1. Incorporation of Recitals. The Recitals above are a material part of this Agreement and are incorporated into this Agreement and are true and correct as of the date of this Agreement, form the basis upon which the Parties negotiated and entered into this Agreement, and reflect the final intent of the Parties with regard to the subject matter of this Agreement. In the event it becomes necessary to interpret any provision of this Agreement, the intent of the Parties, as evidenced by the Recitals, shall be given full effect. 2. Representations and Warranties. a. Eagle County represents and warrants that it has full and lawful authority to enter into and comply with the terms of this Agreement. Eagle County, 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 Eagle County has full authority to do so. b. Pitkin County represents and warrants that it has full and lawful authority to enter into and comply with the terms of this Agreement. Pitkin County, 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 Pitkin County has full authority to do so. c. AVLT 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, AVLT has full and lawful authority to enter into, and comply with the terms of this Agreement on behalf of itself and AVLT Special Projects, LLC. For the purpose of this Agreement, the rights and obligations of AVLT Special Projects, LLC and AVLT shall be mutual and concurrent and may be enforced by and against either entity. AVLT, 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 AVLT has full authority to do so on its behalf and on behalf of AVLT Special Projects, LLC. Docusign Envelope ID: 53F6EFB1-8BA2-462B-B658-98484F1BA5E0 4 3. Property Interest to be Acquired. a. On the Closing Date, AVLT will acquire a fee simple interest in the Property and its appurtenances pursuant to the Contract and the terms and provisions of this Agreement applicable thereto. Thereafter, AVLT will be the legal owner of the Property, subject to the interest acquired by Eagle County and Pitkin County described below. b. Immediately after becoming the owner of the Property and on the Closing Date, AVLT shall grant and record against the Property a Restrictive Covenant running to the benefit of Eagle County and Pitkin County to secure Eagle County’s interest and Pitkin County’s interest in the Property. A copy of the Restrictive Covenant to be recorded at Closing is appended hereto as Exhibit 2 and the terms of the same are incorporated by this reference into this Agreement. c. Immediately following Closing, if the following described Covenants can be unilaterally and lawfully terminated by AVLT, then AVLT shall terminate and release the Declarations of Private Covenants recorded in the Eagle County Clerk and Recorder’s Office at Book 684, Page 850; Book 695, Page 175; and Book 684, Page 854, which are currently applicable to certain portions of the Property. 4. Acquisition Funding and Transaction Costs. a. Subject to the terms and conditions set forth in this Agreement, at Closing, Eagle County agrees to contribute the sum of TWELVE MILLION FIVE HUNDRED THOUSAND and 00/100 DOLLARS ($12,500,000.00) toward the Purchase Price as well as the acquisition of the Restrictive Covenant described above (the “Eagle County Funds”). Eagle County shall also provide up to TWO HUNDRED FIFTY THOUSAND and 00/100 DOLLARS ($250,000.00) to cover transaction costs. Transaction costs include, but are not limited to, stewardship fees and defense costs, title insurance, baseline reports, mineral remoteness reports, appraisal costs, closing costs, and the like. Transaction costs do not include attorney fees for the other Parties. Eagle County is responsible for delivering the Eagle County Funds to the Title Company for the acquisition of the Property on the Closing Date. b. Subject to the terms and conditions set forth in this Agreement, at Closing, Pitkin County agrees to contribute the sum of SEVEN MILLION SEVEN HUNDRED THOUSAND DOLLARS and 00/100 DOLLARS ($7,700,000.00) toward the Purchase Price of the Property as well as the acquisition of the Restrictive Covenant described above (the “Pitkin County Funds”). Pitkin County is responsible for delivering the Pitkin County Funds to the Title Company for the acquisition of the Property on the Closing Date. Pitkin County shall receive a credit for the FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) earnest money deposit delivered to the title insurance company pursuant to the terms of the Contract. c. Subject to the terms and conditions set forth in this Agreement, at Closing, AVLT will contribute SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS and 00/100 DOLLARS ($7,500,000.00) (the “AVLT Funds”) toward the Purchase Price on the Closing Date. d. The Eagle County Funds, Pitkin County Funds, and AVLT Funds are referred to Docusign Envelope ID: 53F6EFB1-8BA2-462B-B658-98484F1BA5E0 5 collectively in this Agreement as the “Purchase Funds.” 5. Ownership and Management of the Property Subsequent to Closing. a. Following Closing, and subject to Paragraph 7.b. below, AVLT will own the Property and hold title to the same during an interim three (3) year period, which shall commence on the Closing Date and terminate on a date three (3) years from that date, unless mutually extended by all the Parties through a written amendment to this Agreement (the “Planning Phase”). b. During the Planning Phase, no Party to this Agreement may sell or alienate its property interest in the Property or any share of portion thereof and no Party shall record or otherwise cause any encumbrances (other than the Restrictive Covenant running to the Benefit of Eagle County and Pitkin County) or liens affecting the Property without the unanimous prior written agreement of all Parties to this Agreement. c. During the Planning Phase, no Party to this Agreement shall cause or allow any work or activity to occur on the Property, including without limitation, any work or activity that might alter the physical condition of the Propert y or its use, without the unanimous prior written agreement of all Parties to this Agreement. The foregoing limitation shall not include minor items such as fence and ditch maintenance. 6. Decision Making by Unanimous Consent. The Parties agree and acknowledge that material to this Agreement is the requirement that all decisions related to the Property during the Planning Phase and/or resulting therefrom (i.e. a decision to convey the property or amend the initial ownership structure as contemplated in Section 7 below), including but not limited to decisions related to dispossession, alienation, management, and improvement to the Property, shall be made in good faith by unanimous written consent of the Parties through an amendment or addendum to this Agreement, unless a different method of decision making is specifically and expressly stated as it relates to a distinct and discreet item. 7. Planning Phase and Dispossession. a. During the Planning Phase, the Parties will cooperate in good faith to evaluate long- term ownership and conservation options for the Property as set forth below in this Paragraph 7. b. It is the intent of the Parties that the Planning Phase shall result in the creation and encumbrance of the Property with a voluntary, perpetual conservation easement. The conservation easement’s primary conservation value shall be protection, preservation, and enhancement of the Property’s significant ecological attributes, including but not limited to preservation of wildlife habitat and scenic views. Secondary to the primary conservation value stated in the preceding sentence shall be conservation values of managed public access, which public access may include but is not limited to managed recreation and educational opportunities, as well as agricultural use of the Property. c. During the Planning Phase, as well as in any future conservation easement, managed public access and agricultural use will be allowed only after careful evaluation by the Parties to ensure such uses are appropriate for the Property and are in full alignment with and do Docusign Envelope ID: 53F6EFB1-8BA2-462B-B658-98484F1BA5E0 6 not negatively impact the primary conservation value of preserving, protecting, and enhancing the Property’s ecological attributes. To accomplish this careful evaluation, the Parties agree to adhere to and be guided by the Pitkin County Biodiversity Plan, the Eagle County Open Space Plan, AVLT’s strategic conservation plan, the Watershed Biodiversity Initiative’s and Colorado Natural Heritage Program’s biodiversity studies of the Property and surrounding area, and subsequent and relevant property documents (e.g., conservation easements, baseline reports, and management plans). For the avoidance of doubt, if the secondary conservation values of public access and agricultural use are demonstratively in conflict with the primary ecological value of the Property, the Parties will prioritize protection of the primary conservation value. d. Instead of disposing of the Property pursuant to Paragraph 7. b. and c. or in addition or conjunction with the same, the Parties may agree to not encumber the Property or a portion of the Property with a conservation easement if the Property or a portion of the Property will be held by one or both of the Counties in conformance with their respective Open Space Programs. Additionally, the Property or a portion of the Property may be conveyed to a State or Federal agency (namely Colorado Parks and Wildlife, BLM, or US Forest Service), preferably subject to a conservation easement or similar encumbrance having the effect of protecting the Property’s conservation values. In the event that one of the aforementioned State or Federal agencies will not accept encumbered properties, the Parties may only convey the Property to such an agency if the Parties are reasonably certain such conveyance will further and substantially protect all of the conservation values set forth in this Agreement. e. As described above and further elaborated here, in the event that the Planning Phase expires without the Parties selecting and pursuing a means of dispossession and ownership for the Property or the Parties have not mutually agree to extend the Planning Phase, AVLT shall convey the fee simple interest in the Property to Eagle County and Pitkin County subject to any governmental approvals necessary to accept the Property, as co-tenants in proportion to the percentage of each County’s respective funding contributions set forth in Section 4 above (61.88% Eagle County, 38.12% Pitkin County). In the event AVLT conveys the Property to Eagle County and Pitkin County pursuant to this Paragraph, AVLT may voluntarily elect to reserve unto itself a perpetual conservation easement, the terms of which would be mutually agreed to by Eagle County, Pitkin County, and AVLT. f. During the Planning Phase, the Parties agree to work cooperatively in good faith regarding operation, maintenance, and stewardship of the Property, including, without limitation, approval of all costs (holding costs or otherwise) in connection therewith. Pitkin County Open Space and Trails agrees to undertake the foregoing operation, maintenance, and stewardship for one (1) year following the Closing Date and all Parties agree to work together in good faith to agree on the scope of the same. In order to work cooperatively, the Parties agree to develop and enter into a Management Plan for the operation, maintenance, and stewardship of the Property within nine (9) months of the Closing, or as soon as reasonably possible according to a schedule mutually agreed by the Parties. Prior to the creation and adoption of the Management Plan, the Parties shall conduct necessary operations, management, maintenance, and capital improvements to the Property by mutual written agreement. In the absence of such Management Plan, the Parties agree that no Party will take any action or have any services performed with respect to the Property without the prior unanimous written consent of the other Parties. Notwithstanding the foregoing, in the event of imminent harm, physical damage, or other threat to the Property or its Docusign Envelope ID: 53F6EFB1-8BA2-462B-B658-98484F1BA5E0 7 improvements, a Party may take reasonable, unilateral action to prevent waste or harm to the Property. In the event that it is necessary for a Party to take action to protect the Property as described herein, the Party shall immediately notify all Parties to this Agreement, in the manner provided herein. In no circumstance shall the time for such notice, be more than three (3) working days. 8. Release of Restrictive Covenant. Upon conclusion of the Planning Phase, either due to the passage of time or earlier termination by mutual agreement of the Parties, Eagle County and Pitkin County shall release the Restrictive Covenant from the Property prior to sale to a third-party and encumbrance with a Conservation Easement or conveyance of the Property from AVLT to Pitkin and Eagle Counties. 9. Conservation Easement terms and Use of the Property. The Parties agree that any voluntary conservation easement(s) conveyed or retained pursuant to this Agreement shall identify the conservation easement’s primary conservation value as protection, preservation, and enhancement of the Property’s significant ecological attributes, including but not limited to preservation of wildlife habitat and scenic views. Secondary to the primary conservation value stated in the preceding sentence shall be conservation values of managed public access, which public access may include but is not limited to managed recreation and educational opportunities, as well as agricultural use of the Property. Human activities on or related to the Property, including but not limited to, managed public access, education opportunities, and agricultural use shall only be permitted in accord with Paragraphs 7 b. and c. Said voluntary conservation easement(s) may be more restrictive, include additional conservation values, and/or include additional permitted or disallowed uses as may be agreed on by the Parties, resulting from information learned and data collected during the Planning Phase, but shall otherwise be consistent with the Agreement as well as applicable reasonable standards and practices as typified in recent conservation easements acquired individually by the Parties, and the form and content of any conservation easement deeds shall be subject to the unanimous prior written agreement of all Parties to this Agreement. 10. Proceeds from the Sale or Dispossession of the Property. In the event of the sale of all or a portion of the Property, the net proceeds of any such sale to a State, federal, or other third-party buyer of the Property as contemplated in Section 7 above, will be applied proportionally to each party’s initial contribution to the Purchase Price, or as otherwise mutually agreed to in writing by the Parties. 11. Conditions Precedent for Disbursement of Funds on the Closing Date. a. Disbursement of Funds on the Closing Date are contingent upon the following conditions having been satisfied: i. In accord with the due diligence and objection deadlines in the Contract, any contribution of funds by Eagle County, Pitkin County, and AVLT is subject to each Party’s due diligence review and satisfaction of any objections as they relate to the Contract, in each Party’s sole discretion. Such due diligence review may include, without limitation, review of surveys, title commitments, appraisals, environmental inspection reports, Docusign Envelope ID: 53F6EFB1-8BA2-462B-B658-98484F1BA5E0 8 mineral remoteness reviews, and evaluations of any water rights, if any, associated with the Property. Due diligence review will include identification of any leases and other matters affecting the Property as well as all items identified in the title commitment(s). The outcome and results of all due diligence review must be acceptable to all Parties to this Agreement and all matters or information derived as a result of due diligence review which have been accepted by unanimous written agreement by all Parties to this Agreement shall be the “Permitted Exceptions;” ii. Eagle County, Pitkin County, and AVLT shall each provide to the other(s) such documents, materials, or information related to or regarding the Property as each may have in its possession and shall promptly share with each other the results of all due diligence review including all documents or other information in connection therewith if requested by another Party to this Agreement; iii. Notwithstanding the foregoing, each Party is responsible for its own due diligence review in connection with the Contract and this Agreement, and the results of each Party’s due diligence review must be satisfactory to each Party in its sole discretion. If the Contract is terminated, this Agreement shall automatically terminate simultaneously therewith. Each Party has the right terminate its involvement with this Agreement prior to expiration of the various due diligence deadlines or expiration of other provisions of the Contract, which provide for Buyer’s right to terminate the Contract, upon providing written notice to the other Parties. In the event that one of more Parties terminates its involvement in this Agreement, the other Parties may, at their discretion, choose to pursue the Contract and or terminate the same. iv. In the event that it becomes necessary for Pitkin County to terminate the Contract by delivering written notice of termination to the Seller under the Contract, all earnest money shall be promptly returned to Pitkin County. Any default, not caused by Pitkin County, which default causes forfeiture of the earnest money deposit, or claim therefore, shall require that the defaulting Party(s) (if more than one, then jointly and severally) immediately pay Pitkin County the full amount of the earnest money deposit, any additional costs, and reasonable attorneys’ fees, if any, incurred by Pitkin County as a result of the earnest money dispute. Any costs and attorney’s fees payable under this provision shall be limited to those costs and attorney’s fees incurred solely in relation to the earnest money dispute. For avoidance of doubt, if default by Pitkin County causes forfeiture of the earnest money deposit then Pitkin County shall not be entitled to a refund of the earnest money deposit or payment for lost earnest money from Eagle County or AVLT. Any default under the Contract shall constitute a default under his Agreement. This provision shall survive any termination of this Agreement. Docusign Envelope ID: 53F6EFB1-8BA2-462B-B658-98484F1BA5E0 9 12. Review and Approval of Documents. The Parties agree that each Party shall be entitled to review and approve, subject to reasonable objections, the form of the deeds, closing documents, and any applicable conservation easement(s). 13. Dispute Resolution. a. Any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, or validity thereof (“Dispute”) which arises between the Parties shall first be negotiated between appropriate senior representatives of each Party who shall have the authority to resolve the matter. Such representatives shall meet to attempt in good faith to negotiate a resolution of the Dispute, prior to pursuing other available remedies, within ten (10) days of receipt by a Party of written notice of a Dispute. b. In the event that the senior representatives are not successful in resolving the Dispute within thirty (30) days from the date of transmittal of the notice of dispute described above, the Parties shall submit the Dispute to mediation with a mediator selected by the parties. Each Party shall bear its own costs and attorney fees incurred and arising from mediation and shall split mediation cost equally. c. In the event mediation is unsuccessful in resolving the Dispute, any Party may immediately seek enforcement of this Agreement or any of its terms by the District Court, Eagle County, Colorado. 14. Publicity and Property Information. The Parties agree to coordinate and unanimously agree in advance and in writing to the form and content of any publicity with respect to the Property. 15. Audits and Accounting. Except as may otherwise unanimously agreed to in writing by all Parties to this Agreement: (i) each Party shall maintain standard financial accounts, documents, and records relating to the use, management, and operation of the Property; (ii) Each Party’s accounts, documents, and records relating to the Property shall be retained by each Party for not less than seven (7) years following the date of disbursement of Funds, both before and after the Closing Date; (iii) Each Party, or its designated agent, shall have the right, upon reasonable notice to the other Parties, to audit the books and records of the other Party(s) which pertain to the Property, and to the use and disposition of the Funds; and (iv) each Party shall use reasonable and appropriate accounting systems in maintaining the required records hereunder. 16. Inspection. Each Party shall have the right to inspect the Property to ascertain compliance with this Agreement. 17. Remedies Cumulative. Notwithstanding anything to the contrary herein, all remedies under this Agreement are cumulative and may be exercised independently or in combination and are not exclusive to one another or to any other remedies available at law or in equity, including specific performance. 18. No Assignment without Consent. No Party may assign its rights under this Agreement without the unanimous written agreement of all Parties. Docusign Envelope ID: 53F6EFB1-8BA2-462B-B658-98484F1BA5E0 10 19. Severability. If any part, term, or provision of this Agreement is held by a court of competent jurisdiction to be illegal or in conflict with any federal law or law of the State of Colorado, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the Parties hereto shall be construed and enforced as if the Agreement did not contain the particular part, term, or provision held to be invalid. 20. Entire Agreement. This Agreement is intended as the complete integration of all understandings between the Parties, constitutes the entire agreement between the Parties hereto, and supersedes all prior discussions, negotiations, understandings, or agreements relating to the Property, all of which are merged in this Agreement. 21. Modification. No provision or term of this Agreement may be amended, modified, revoked, supplemented, waived, or otherwise changed except by written instrument duly executed by all of the Parties hereto. 22. Notice. Any notice required or permitted under this Agreement shall be in writing and shall be provided by electronic delivery to the e-mail addresses set forth below and by one of the following methods (1) hand-delivery or (2) registered or certified mail, postage pre-paid to the mailing addresses set forth below. Each Party by notice sent under this paragraph may change the address to which future notices should be sent. Electronic delivery of notices shall be considered delivered upon receipt of confirmation of delivery on the part of the sender. Nothing contained herein shall be construed to preclude personal service of any notice in the manner prescribed for personal service of a summons or other legal process: Notice to Eagle County: Marcia Gilles Eagle County Open Space Director P.O. Box 850 500 Broadway Eagle, CO 81361 With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 E-Mail: atty@eaglecounty.us Notice to AVLT: AVLT Special Projects, LLC c/o Suzanne Stephens, Manager 320 Main Street, Suite 204 Carbondale, Colorado 81623 suzanne@avlt.org Docusign Envelope ID: 53F6EFB1-8BA2-462B-B658-98484F1BA5E0 11 Notice to Pitkin County: Board of County Commissioner of Pitkin County Colorado c/o The Pitkin County Attorney’s Office 530 East Main Street, Suite 301 Aspen, Colorado 81611 Email: attorney@pitkincounty.com 23. No Land Use Approvals Imputed to Agreement. Although Eagle County may fund a portion of the acquisition cost for the Property as described in this Agreement, nothing in this Agreement shall be construed to mean that any land use approvals required as a condition of Closing or later desired by the owner of the Property have been given approval by Eagle County in its governmental capacity. Owner of the Property or AVLT, or Pitkin County, as applicable, shall be solely responsible for obtaining Eagle County approvals necessary for the lawful use of the Property. Nothing herein shall be considered pre-approval by Eagle County of the same. Eagle County acknowledges that there are improvements on the Property which do not exist legally and that such improvements are not an impediment to purchase of the Property as contemplated under this Agreement and the Contract nor are they cause for Eagle County to terminate this Agreement and that all Parties will work with Eagle County to rectify violations. 24. Survival. Any right or obligation in this Agreement that, by its terms, exists or is intended to be performed after termination survives the same. 25. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado. Venue and jurisdiction for any dispute hereunder shall lie exclusively in the Eagle County District Court. 26. Interpretation Not Construed Against Drafter. Each Party hereto has reviewed this Agreement and any usual rules of construction requiring that ambiguities are to be resolved against a particular Party shall not be applicable in the construction and interpretation of this Agreement. 27. No Waiver. The failure of any Party to enforce any term or provision hereof shall not be deemed a waiver of such term or right of enforcement as to that breach or any subsequent breach of the same, similar or different nature. No waiver shall be enforceable unless signed by the Party against whom the waiver is sought to be enforced. 28. Relationship of the Parties. Nothing in this Agreement shall be construed to create a joint venture, partnership, or employer/employee relationship between the Parties hereto. 29. Payment of Funds. Funding for the Property is subject to Pitkin County and Eagle County, through their respective Board of County Commissioners, taking all necessary actions to lawfully appropriate the Purchase Funds. Notwithstanding anything to the contrary contained in this Agreement, no payment will be made for 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. § 29-1-101 et seq.), and the TABOR Docusign Envelope ID: 53F6EFB1-8BA2-462B-B658-98484F1BA5E0 12 Amendment (Colorado Constitution, Article X, Sec. 20). 30. Current Year Obligations. The Parties acknowledge and agree that any payments provided for hereunder or requirements for future appropriations shall constitute only currently budgeted expenditures of Pitkin County and Eagle County. Pitkin County's and Eagle County’s obligations under this Agreement are subject to Pitkin County’s and Eagle County’s annual right to budget and appropriate the sums necessary to provide the services and meet the obligations set forth in this Agreement. No provisions of this Agreement shall constitute a mandatory requirement in any ensuing fiscal year beyond the current fiscal year of Pitkin County and Eagle County. No provision of this Agreement shall be construed or interpreted as creating a multiple fiscal year direct or indirect debt or other financial obligation of Pitkin County or Eagle County within the meaning of any constitutional or statutory debt limitation. This Agreement shall not directly or indirectly obligate Pitkin County or Eagle County to make any payments beyond those appropriated by Pitkin County's and Eagle County’s then current fiscal year. No provisions of this Agreement shall be construed to pledge or create a lien on any class or source of Pitkin County's or Eagle County’s monies, nor shall any provision of this Agreement restrict the future issuance of Pitkin County's or Eagle County’s bonds or create any obligation of payment from any class or source of Pitkin County's or Eagle County monies. 31. Governmental Immunity. The Parties agree and understand that Pitkin County and Eagle County are relying on and do not waive by any provision of this Agreement, the monetary limitations or terms or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, Section 24-10-101, et seq., C.R.S., as from time to time amended, or otherwise available to Pitkin County and Eagle County or any of their officers, agents or employees. Further, nothing in this Agreement shall be construed or interpreted to require or provide for indemnification by Pitkin County or Eagle County for any injury to any person or any property. Nothing in this Agreement shall be construed as a waiver of any right to make any claims under the Colorado Governmental Immunity Act or under this Agreement. 32. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and to their properly qualified successors and assigns. [Signature Pages to Follow] Docusign Envelope ID: 53F6EFB1-8BA2-462B-B658-98484F1BA5E0 13 IN WITNESS WHEREOF, this Agreement is executed and entered into the day and year first above written. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By: ______________________________ Jeanne McQueeney, Chair Attest: By: _________________________________ Stacey Jones Chief Deputy Clerk and Recorder Docusign Envelope ID: 53F6EFB1-8BA2-462B-B658-98484F1BA5E0 16 EXHIBIT 1 CONTRACT 12/20/2024 1900 16th St, #1200 lene.simnioniw@myfw.com Denver, CO 802023303-531-8100 By: Lene Simnioniw, Secretary 202408987 EXHIBIT A PARCEL A: PARCEL NO. 1 . A TRACT OF LAND SITUATED IN SECTION 36, TOWNSHIP 6 SOUTii, RANGE 87 WEST OF THE 6TH PRINCIPAL MERIDIAN BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT WHENCE THE SOUTH 1/4 CORNER OF SAID SECTION 36 BEARS SOUTH 43 DEGREES 16 MINUTES 00 SECONDS EAST 954.50 FEET; THENCE NORTH 44 DEGREES 30 MINUTES 00 SECONDS EAST 283.60 FEET; THENCE SOUTH 45 DEGREES 30 MINUTES 00 SECONDS EAST 96.00 FEET; THENCE SOUTH 55 DEGREES 02 MINUTES 00 SECONDS EAST A DISTANCE OF 78.90 FEET; THENCE SOUTH 28 DEGREES 15 MINUTES 00 SECONDS EAST 214.70 FEET; THENCE SOUTH 26 DEGREES 07 MINUTES 00 SECONDS EAST 36.00 FEET; THENCE NORTH 59 DEGREES 54 MINUTES 00 SECONDS EAST 11.7.50 FEET; THENCE NORTH 20 DEGREES 17 MINUTES 00 SECONDS EAST 158.90 FEET; THENCE NORTH 26 DEGREES 29 MINUTES 00 SECONDS EAST 104.30 FEET; THENCE NORTH 27 DEGREES 51 MINUTES 00 SECONDS EAST 202.40 FEET; THENCE NORTH 20 DEGREES 17.MINUTES 00 SECONDS EAST 113.60 FEET; THENCE NORTH 32 DEGREES 28 MINUTES 00 SECONDS EAST 169.40 FEET; THENCE NORTH 39 DEGREES 00 MINUTES 00 SECONDS EAST 99.00 FEET; THENCE NORTH 9 DEGREES 56 MINUTES 00 SECONDS WEST 334.10 FEET; THENCE NORTH 2 DEGREES 52 MINUTES 00 SECONDS EAST 305.00 FEET; THENCE NORTH 17 DEGREES 27 MINUTES 00 SECONDS EAST 254.90 FEET; THENCE NORTH 25 DEGREES 19 MINUTES 00 SECoND·s EAST 505.00 FEET; THENCE NORTH 80 DEGREES 51 MINUTES 00 SECONDS WEST 148.90 FEET; THENCE SOUTH 82 DEGREES 36 MINUTES 00 SECONDS WEST 189.00 FEET; THENCE NORTH 63 DEGREES 33 MINUTES 00 SECONDS WEST 118.40 FEET; THENCE SOUTH 63 DEGREES 49 MINUTES 00 SECONDS WEST 388.90 FEET; THENCE SOUTH 69 DEGREES 10 MINUTES 00 SECONDS WEST 301.00 FEET; THENCE SOUTH 70 DEGREES 12 MINUTES 00 SECONDS WEST 145.00 FEET; THENCE SOUTH 44 DEGREES 58 MINUTES 00 SECONDS WEST 299.40 FEET; THENCE SOUTH 68 DEGREES 50 MINUTES 00 SECONDS WEST 242.00 FEET; THENCE SOUTH 60 DEGREES 36 MINUTES 00 SECONDS WEST 194.00 FEET; THENCE SOUTH 25 DEGREES 07 MINUTES 00 SECONDS WEST 82.1 O FEET; THENCE SOUTH 25 DEGREES 07 MINUTES 00 SECONDS WEST 94.00 FEET; THENCE SOUTH 14 DEGREES 57 MINUTES 00 SECONDS WEST 173 .00 FEET; THENCE SOUTH 9 DEGREES 35 MINUTES 00 SECONDS WEST 211.00 FEET; THENCE SOUTH 5 DEGREES 26 MINUTES 00 SECONDS WEST 250.30 FEET; THENCE SOUTH 9 DEGREES 43 MINUTES 00 SECONDS WEST 179.1 O FEET; THENCE SOUTH 35 DEGREES 01 MINUTES 00 SECONDS EAST 104.90 FEET; THENCE SOUTH 31 DEGREES 52 MINUTES 00 SECONDS EAST 214.80 FEET; THENCE SOUTH 31 DEGREES 52 MINUTES 00 SECONDS EAST 562.30 FEET; THENCE NORTH 44 -1 - 123267300.1 202408987 DEGREES 30 MINUTES 02 SECONDS EAST 515.93 FEET TO THE POINT OF BEGINNING, COUNTY OF EAGLE, STATE OF COLORADO. PARCEL NO. 2 A TRACT OR PARCEL OF LAND LOCATED IN THE NORTHEAST QUARTER, SECTION· 36, TOWNSHIP 6 SOUTH, RANGE 87 WEST OF THE SIXTH PRINCIPAL MERIDIAN, IN EAGLE COUNTY, COLORADO, AND SAID TRACT OR PARCEL IS MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE EAST LINE OF SECTION 36, TOWNSHIP 6 SOUTH, RANGE 87 WEST FROM WHENCE THE NORTHEAST CORNER OF SECTION 36 BEARS DUE NORTH A DISTANCE OF 1433.5 FEET. SAID RIGHT OF WAY EXTENDS FOR 7.5 FEET ON EACH SIDE OF THE CENTER LINE DESCRIBED AS FOLLOWS: THENCE SOUTH 58 DEGREES 40 MINUTES WEST A DISTANCE OF 611.1 FEET; THENCE SOUTH 32DEGREES 18 MINUTES WEST A DISTANCE OF 564.0 FEET; THENCE SOUTH 74 DEGREES 34 MINUTES WEST A DISTANCE OF 288.0 FEET;. THENCE SOUTH 82 DEGREES 14 MINUTES WEST A DISTANCE OF 3 79 .0 FEET; THENCE SOUTH 67 DEGREES 20 MINUTES WEST A DISTANCE OF 179:0 FEET; THENCE SOUTH 67 DEGREES 59 MINUTES WEST A DISTANCE OF 484.0 FEET, COUNTY OF EAGLE, STATE OF COLORADO . . PARCELB: LOTS' 3, 4, AND 7, HEUSCHKEL RANCH, ACCORDING TO THE AMENDED PLANNED COMMUNITY PLAT FOR HEUSCHKEL RANCH RECORDED MAY 22, 1996 IN BOOK 695 AT PAGE 174 OF THE REAL ESTATE RECORDS OF EAGLE COUNTY, STATE OF COLORADO AND ACCORDING TO THE DECLARATION OF PROTECTIVE , COVENANTS FOR HEUSCHKEL RANCH RECORDED DECEMBER 29, 1995, IN BOOK 684 AT PAGE 850 AND THE FIRST AMENDMENT THERETO RECORDED MAY 22, 1996 IN BOOK 695 AT PAGE 175, OF THE REAL ESTATE RECORDS OF EAGLE COUNTY, STATE OF COLORADO. PARCELC: LOTS 2 AND 6, HEUSCHKEL RANCH, ACCORDING TO THE AMENDED PLANNED CO:MMUN!TY PLAT FOR HEUSCHKEL RANCH RECORDED MAY 22, 1996 IN BOOK 695 AT PAGE 174 OF THE REAL ESTATE RECORDS OF EAGLE COUNTY, STATE OF COLORADO AND ACCORDING TO THE DECLARATION OF PROTECTIVE . COVENANTS FOR HEUSCHKEL RANCH RECORDED DECE:rvffiER 29, 1995, IN BOOK 684 AT PAGE 850 AND FIRST AMENDMENT THERETO RECORDED MAY 22, 1996 IN BOOK 695 AT PAGE 175 OF THE REAL ESTATE RECORDS OF EAGLE COUNTY, STATE OF COLORADO. -2 -. 123267300.1 202408987 PARCELD: LOTS 1 AND 5, HEUSCHKEL RANCH, ACCORDING TO THE AMENDED PLANNED COMMUN1TY PLAT FOR HEUSCHKEL RANCH RECORDED MAY 22, 1996 IN BOOK 695 AT PAGE 174 OF THE REAL ESTATE RECORDS OF EAGLE COUNTY, STATE OF COLORADO, AND ACCORDING TO THE DECLARAUON OF PROTECTIVE COVENANTS FOR HEUSCHKEL RANCH RECORDED DECEMBER 29, 1995, IN BOOK 684 AT PAGE 850 AND THE FIRST AMENDMENT THERETO RECORDED MAY 22, 1996 IN BOOK 695 AT PAGE 175 OF THE REAL ESTATE RECORDS OF EAGLE COUNTY, STATE OF COLORADO. PARCELE: LOTS 1, 4, 6 AND 9, SHADIGEE RANCH, ACCORDING TO THE PLANNED COMMUN1TY PLAT FOR SHADIGEE RANCH RECORDED DECEMBER 29, 1995, IN BOOK 684 AT PAGE 853 OF THE REAL ESTATE RECORDS OF EAGLE COUNTY, STATE OF COLORADO, AND ACCORDING TO THE DECLARATION OF PROTECTIVE COVENANTS FOR SHADIGEE RANCH, RECORDED DECEMBER 29, 1995, IN BOOK 684 . AT PAGE 854 OF THE REAL ESTATE RECORDS OF EAGLE COUNTY, STATE OF COLORADO. · PARCELF: LOTS 2, 5, 8, 10 AND 12 SHADIGEE RANCH, ACCORDING TO THE PLANNED COMMUN1TY PLAT FOR SHADIGEE RANCH RECORDED DECEMBER 29, 1995, IN BOOK 684 AT PAGE 853 OF THE REAL ESTATE RECORDS OF EAGLE COUNTY, . STATE OF COLORADO, AND ACCORDING TO THE DECLARATION OF PROTECTIVE COVENANTS FOR SHADIGEE RANCH, RECORDED DECEMBER 29, 1995, IN BOOK 684 AT PAGE 854 OF THE REAL ESTATE RECORDS OF EAGLE COUNTY, STATE OF COLORADO. PARCELG: LOTS 3, 7 AND 11, SHADIGEE RANCH, ACCORDING TO THE PLANNED COMMUN1TY PLAT FOR SHADIGEE RANCH RECORDED DECEMBER 29, 1995, IN BOOK 684 AT PAGE 853 OF THE REAL ESTATE RECORDS OF EAGLE COUNTY, STATE OF COLORADO, AND ACCORDING TO THE DECLARATION OF PROTECTIVE1 COVENANTS FOR SHADIGEE RANCH, RECORDED DECEMBER 29, 1995, IN BOOK 684 AT PAGE 854 OF THE REAL ESTATE RECORDS OF EAGLE COUNTY, STATE OF COLORADO. PARCELH: A PARCEL OPLAND SI'TUATED IN THE SOUTH 1/2 SOUTHWEST 1/4 AND THE SOUTH 1/2 SOUTHEAST 1/4 OF SECTION 35 AND THE WEST 1/2 SOUTHWEST 1/4 OF 'SECTION 36, TOWNSHIP 6 SOUTH, RANGE 87 WEST AND IN LOTS 7, 8 AND 9 OF SECTION 1, LOTS 1, 2, 5, 6, 7, 8, 9, 10, 11 AND 12 AND THE SOUTH 1/2 NORTHWEST -3 - 123267300.I 202408987 1/4 OF SECTION 2, LOTS 1 AND THE SOUTH 1/2 NORTHEAST 1/4 OF SECTION 3 LOT 1 OF SECTION 11, TOWNSHIP 7 SOUTH, RANGE 87 WEST OF THE SIXTH PRINCIPAL MERIDIAN; COUNTY OF EAGLE, STATE OF COLORADO; SAID PARCEL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTH QUARTER CORNER OF SECTION 1, THE TRUE POINT OF BEGINNING; THENCE SOUTH 00 DEGREES Ol_MINUTES 43 SECONDS EAST ALONG THE EASTERLY LINE OF SAID LOT 7 1679.92 FEET TO THE NORTH CENTER SIXTEENTH CORNER OF SECTION 1; THENCE NORTH 89 DEGREES 43 MINUTES 29· SECONDS WEST ALONG THE SOUTHERLY LINE OF SAID LOT 7 1323 .30 FEET TO THE NORTHWEST SIXTEENTH CORNER OF SECTION 1; THENCE SOUTH 00 DEGREES 03 MINUTES 55 SECONDS WEST ALONG THE EASTERLY LINE OF LOT 9 OF SECTION 1 1319.87 FEET TO THE SIXTEENTH CORNER OF SAID SECTION 1; THENCE NORTH 89 DEGREES 43 MINUTES 30 SECONDS WEST ALONG THE SOUTHERLY LINE OF SAID LOT 9 1325.46 FEET TO THE WEST QUARTER CORNER OF SAID SECTION 1; THENCE SOUTH 00 DEGREES 09 MINUTES 09 SECONDS WEST ALONG THE EASTERLY LINE OF SECTION 2 2432.95 FEET TO THE SOUTHEAST CORNER OF SAID SECTION 2; THENCE SOUTH 89 DEGREES 52 MINUTES 29 SECONDS EAST ALONG THE NORTHERLY LINE OF SECTION 11 163.70 FEET TO THE NORTHEAST CORNER OF SAID SECTION 11; THENCE SOUTH 00 DEGREES 19 MINUTES 41 SECONDS WEST ALONG THE EASTERLY LINE OF SAID SECTION 11 211.59 FEET TO THE NORTHWEST CORNER OF-SECTION 12; THENCE CONTINUING ALONG THE EASTERLY LINE OF SAID SECTION 11 SOUTH 00 DEGREES 06 MINUTES 24 SECONDS WEST 1124.15 FEET TO THE SOUTHEAST CORNER OF LOT 1 OF SAID SECTION 11; LEAVING SAID EASTERLY LINE NORTH 89 DEGREES 45 MINUTES 02 SECONDS WEST ALONG THE SOUTH.ERL Y LINE OF SAID LOT 1 1331.54 FEET TO THE SOUTHWEST CORNER OF SAID LOT 1; THENCE NORTH 00 DEGREES 08 MINUTES 15 SECONDS WEST ALONG THE WESTERLY LINE OF SAID LOT 1 1332.87 FEET TO A POINT ON THE SOUTH.ERL Y LINE OF SECTION 2; THENCE NORTH 89 DEGREES 52 MINUTES 29 SECONDS WEST ALONG THE SOUTH.ERL Y LINE OF SAID SECTION2 1338.02 FEET TO THE SOUTH QUARTER CORNER OF SECTION 2; THENCE NORTH 01 DEGREES 22 MINUTES 30 SECONDS WEST ALONG THE WESTERLY LINE OF LOT 11 AND LOT 10 OF SAID SECTION 2 2695.99 FEET TO THE CENTER QUARTER CORNER OF SECTION 2; THENCE SOUTH 89 DEGREES 42 MINUTES 30 SECONDS· WEST ALONG THE SOUTH.ERL Y LINE OF THE SOUTH 1/2 NORTHWEST 1/4 OF SAID SECTION 2 2609.50 FEET TO THE WEST QUARTER CORNER OF SAID SECTION 2; THENCE NORTH 89 DEGREES 17 MINUTES 34 SECONDS WEST ALONG THE SOUTH.ERL Y LINE OF THE SOUTH 1/2 NORTHEAST 1/4 OF SECTION 3 879.53 FEET TO A POINT ON THE CENTERLINE OF A 60.00 FOOT WIDE ROAD EASEMENT; THENCE LEAVING SAID NORTH.ERL Y LINE THE FOLLOWING TWENTY (20)COURSES ALONG SAID CENTERLINE: 1. NORTH 56 DEGREES 47 MINUTES 59 SECONDS EAST 41.14 FEET . ' . 2. ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 400.00 FEET AND A CENTRAL ANGLE OF 22 DEGREES 58 MINUTES 12 SECONDS, A DISTANCE -4- 123267300.1 OF 160.36 FEET (CHORD BEARS NORTH 45 DEGREES 18 MINUTES 53 SECONDS EAST 159.29 FEET) . 3. NORTH 33 DEGREES 49 MINUTES 47 SECONDS EAST 47.79 FEET 4. ALONG THE ARC OF A CURVE TO THE LEFT HAVING ARADIUS OF 300.00FEET AND A CENTRAL ANGLE OF 13 DEGREES 43 MINUTES 21 SECONDS, A DISTANCE OF 71.85 FEET (CHORD BEARS NORTH 26 DEGREES 58 MINUTES 07 SECONDS EAST 71.68 FEET) 5. NORTH 20 DEGREES 06 MINUTES 26 SECONDS EAST 227.36 FEET 6. ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 400.00 FEET AND A CENTRAL ANGLE OF 22 DEGREES 03 MINUTES 38 SECONDS, A DISTANCE OF 154.01 FEET (CHORD BEARS NORTH 31 DEGREES 08 MINUTES 15 SECONDS EAST 153.06 FEET) . 7. NORTH 42 DEGREES 10 MINUTES 05 SECONDS EAST 164.97 FEET 8. ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 250.00 FEET AND A CENTRAL ANGLE OF 35 DEGREES 12 MINUTES 11 SECONDS, A DISTANCE OF 153.60 FEET (CHORD BEARS NORTH 59 DEGREES 46 MINUTES 10 SECONDS EAST 151:20 FEET) 9. NORTH 77 DEGREES 22 MINUTES 16 SECONDS EAST 79.81 FEET 10. ALONG THE ARC OF A CURVE TO THE LEFT HAVING ARADIUS OF 150.00FEET AND A CENTRAL ANGLE OF 83 DEGREES 00 MINUTES 35 SECONDS, A DISTANCE OF 217.32 FEET (CHORD BEARS NORTH 35 DEGREES 51 MINUTES 59 SECONDS EAST 198.80 FEET) 11. NORTH 05 DEG~ES 38 MINUTES 19 SECONDS WEST 119.84 FEET , 12. ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 175.00 FEET AND A CENTRAL ANGLE OF 13 DEGREES 17 MINUTES 17 SECONDS, A DISTANCE OF 40.59 FEET (CHORD BEARS NORTH 12 DEGREES 16 MINUTES 57 SECONDS WEST 40.50 FEET) 202408987 13. NORTH 18 DEGREES 55 MINUTES 36 SECONDS WEST 44.21 FEET 14. ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 175.00 FEET AND A CENTRAL ANGLE OF 65 DEGREES 12 MINUTES 07 SECONDS, A DISTANCE OF 199.15 FEET (CHORD BEARS NORTH 13 DEGREES 40 MINUTES 28 SECONDS EAST 188.57 FEET) 15. NORTH46DEGREES 16MINUTES 31 SECONDS EAST 57.71 FEET -5 - 123267300.1 202408987 16. ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 250.00 FEET AND A CENTRAL ANGLE OF 34 DEGREES 59 MINUTES 45 SECONDS, A DISTANCE OF 152.70 FEET (CHORD BEARS NORTH 28 DEGREES 46 MINUTES 39 SECONDS EAST. 150.34 FEET) 17. NORTH 11 DEGREES 16MINUTES 46 SECONDS EAST 194.86FEET ' 18. ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 400.00 FEET AND A. CENTRAL ANGLE OF 20 DEGREES 06 MINUTES 21 SECONDS, A DISTANCE OF 1.40.37 FEET (CHORD BEARS NORTH 01 DEGREES 13 MINUTES 35 SECONDS EAST 139.65 FEET) 19. NORTH 08 DEGREES 49 MINUTES 35 SECONDS WEST 87.70 FEET 20. ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 400.00 FEET AND A CENTRAL ANGLE OF 36 DEGREES 28 MINUTES 39 SECONDS, A DISTANCE OF 254.66 FEET (CHORD BEARS NORTH 09 DEGREES 24 MINUTES 44 SECONDS EAST 250.38 FEET); THENCE LEAVING SAID CENTERLINE SOUTH 85 DEGREES 35 MINUTES 38 SECONDS EAST 94.35 FEET; THENCE NORTH 66 DEGREES 07 MINUTES 38 SECONDS EAST 227.00 FEET; THENCE NORTH 85 DEGREES 02 MINUTES 30 SECONDS EAST 131.30 FEET; THENCE SOUTH 82 DEGREES 13 MINUTES 26 SECONDS EAST 270.43 FEET; THENCE SOUTH 74 DEGREES 37 MINUTES 03 SECONDS EAST 78.14 FEET; THENCE NORTH 81 DEGREES 15 MINUTES 26 SECONDS EAST 91.21 FEET; THENCE NORTH 57 DEGREES 47 MINUTES 20 SECONDS EAST 198.44 FEET; THENCE NORTH 46 DEGREES 13 MINUTES 49 SECONDS EAST 44.23 FEET; THENCE NORTH 75 DEGREES 08 MINUTES 04 SECONDS EAST 86.53 FEET; THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS EAST 1644.84 FEET TO THE SOUTHWEST SIXTEENTH CORNER OF SAID SECTION 35; THENCE.SOUTH 44 DEGREES 39 MINUTES 05 SECONDS EAST 2419.23 FEET; THENCE SOUTH 76 DEGREES 28 MINUTES 51 SECONDS EAST 1047.77 FEET; THENCE NORTH 49 DEGREES 35 MINUTES 18 SECONDS EAST.3345.15 FEET TO A POINT ON THE EASTERLY LINE OF THE WEST 1/2 SOUTHWEST 1/4 OF SAID SECTION 36; THENCE SOUTH 00 DEGREES 14 MINUTES 57 SECONDS WEST ALONG THE EASTERLY LINE OF THE WEST 1/2 SOUTHWEST 1/4 OF SAID SECTION 36 1511.88 FEET TO THE WEST SIXTEENTH CORNER OF SECTION 36 AND SECTION 1; THENCE SOUTH 89 DEGREES 48 MINUTES 16 SECONDS EAST ALONG THE NORTHERLY LINE OF LOT 7 OF SECTION 1 1320.54 FEET TO THE TRUE POINT OF BEGINNING. EXCEPT THAT PORTION OF SUBJECT PROPERTYCONVEYED IN DEED RECORDED MAY22, 1996,INBOOK695ATPAGE 178. PARCEL I: A PARCEL OF LAND SITUATED IN THE SOUTHWEST 1/4NORTHEAST 1/4, SOUTH 1/2 · NORTHWEST 1/4, SOUTHWEST 1/4, AND THE NORTHWEST 1/4 SOUTHEAST 1/4 · SECTION OF 25, THE SOUTH 1/2 NORTHEAST 1/4, THE SOUTHEAST 1/4 NORTHWEST -6 - 123267300.1 202408987 1/4, THE EAST 1/2 SOUTHWEST 1/4 OF SECTION 26, THE NORTHEAST 1/4 NORTHWEST 1/4, SOUTH 1/2 SOUTHWEST 1/4 AND THE EAST 1/2 OF SECTION 35 AND THE WEST 1/2 NORTHWEST 1/4 AND THE WEST 1/2 SOUTHWEST 1/4 OF SECTION 36, TOWNSHJP 6 SOUTH, RANGE 87 WEST AND LOTS 5 AND 6 OF SECTION 2, TOWNSHIP 7 SOUTH, RANGE 87 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF EAGLE, STATE OF COLORADO; SAID PARCEL BEING MORE PARTICULARLY DESCRIBED As FOLLOWS : COMMENCING AT THE WEST QUARTER CORNER OF SAID SECTION 25; THENCE NORTH 00 DEGREES 22 MINUTES 46 SECONDS EAST ALONG THE WESTERLY LINE OF SAID SECTION 25 1280.81 FEET TO THE NORTH SIXTEENTH CORNER OF SAID SECTION 25 AND SECTION 26, THE TRUE POINT OF BEGINNING; THENCE SOUTH 89 DEGREES 59 MINUTES 06 SECONDS EAST ALONG THE NORTHERLY LINE OF THE SOUTH 1/2 NORTHWEST 1/4 OF SAID SECONDS 25 2639.94 FEET TO THE NORTH- CENTER SIXTEENTH CORNER OF SAID SECTION 25; THENCE SOUTH 89 DEGREES 59 MINUTES 40 SECONDS EAST ALONG THE NORTHERLY LINE OF THE SOUTHWEST 1/4 NORTHEAST 1/4 OF SAID SECTION 25 1317.46 FEET TO THE NORTHEAST SIXTEENTH CORNER OF SAID SECTION 25; THENCE SOUTH 00 DEGREES 08 MINUTES 29 SECONDS WEST ALONG THE EASTERLY LINE OF SAID SOUTHWEST 1/4 NORTHEAST 1/4 1322.43 FEET TO THE EAST-CENTER SIXTEENTH CORNER OF SAID SECTION 25; THENCE SOUTH 00 DEGREES 09 MINUTES 36 SECONDS WEST ALONG THE EASTERLY LINE OF THE NORTHWEST 1/4 SOUTHEAST 1/4 OF SAID SECTION 25 1323.60 FEET TO THE SOUTHEAST SIXTEENTH CORNER OF SAID SECTION 25; THENCE NORTH 89 DEGREES 59 MINUTES 28 SECONDS WEST ALONG THE SOUTHERLY LINE OF SAID NORTHWEST 1/4 SOUTHEAST 1/4 1317.46 FEET TO THE SOUTH-CENTER SIXTEENTH CORNER OF SAID SECTION 25 ; THENCE SOUTH 00 DEGREES 09 MINUTES 40 SECONDS WEST ALONG THE NORTH-SOUTH CENTERLINE OF SAID SECTION 25 1323 .18 FEET TO THE SOUTH QUARTER CORNER OF SAID SECTION 25; THENCE NORTH 89 DEGREES 55 MINUTES 06 SECONDS WEST ALONG THE SOUTHERLY LINE OF SAID SECTION 25 1318.87 FEET TO THE WEST SIXTEENTH CORNER OF SECTION 25 AND SECTION 36; THENCE SOUTH 00 DEGREES 14 MINUTES 57 SECONDS WEST ALONG THE EASTERLY LINE OF THE WEST 1/2 NORTHWEST 1/4 OF SAID .SECTION 36 2642.92 FEET TO THE WEST-CENTER SIXTEENTH CORNER OF SAID SECTION 36; THENCE SOUTH 00 DEGREES 14 MINUTES 57 SECONDS WEST ALONG THE EASTERLY LINE OF THE WEST 1/2 SOUTHWEST 1/4 OF SAID SECTION 36 1133.54 FEET; THENCE LEAVING SAID EASTERLY LINE SOUTH 49 DEGREES 3 5 MINUTES 18 SECONDS WEST 3345.15 FEET; THENCE NORTH 76 DEGREES 28 MINUTES 51 SECONDS WEST 1047.77 FEET; T~NCE NORTH 44 DEGREES 39 MINUTES 05 SECONDS WEST 2419.23 FEET TO THE SOUTHWEST SIXTEENTH CORNER OF SECTION 35; THENCE SOUTH 89 DEGREES 53 MINUTES 17 SECONDS EAST ALONG THE NORTHERLY LINE OF THE SOUTH 1/2 SOUTHWEST 1/4 OF SECTION 35 1292.44 FEET TO THE SOUTH-CENTER SIXTEENTH CORNER OF SAID SECTION 35; THENCE NORTH 00 DEGREES 40 NITNUTES 36 SECONDS EAST ALONG THE NORTH-SOUTH CENTERLINE OF SAID SECTION 35 1349 .76 FEET TO THE CENTER QUARTER CORNER OF SAID SECTION 35; -7 - 123267300.l 202408987 . . THENCE CONTINUING ALONG SAID NORTH-SOUTH CENTERLINE NORTH 00 DEGREES 40 MINUTES 36 SECONDS EAST 1322.90 FEET TO THE NORTH-CENTER SIXTEENTH CORNER OF SAID SECTION 35; THENCE NORTH 89 DEGREES 50 MINUTES 40 SECONDS WEST ALONG THE SOUTHERLY LINE OF THE NORTHEAST 1/4 NORTHWEST 1/4 OF SAID SECTION 35 1304.50 FEET TO THE NORTHWEST SIXTEENTH CORNER OF SAID SECTION 35; THENCE NORTH 00 DEGREES 25 MINUTES 42 SECONDS EAST ALONG THE WESTERLY LINE OF SAID NORTHEAST 1/4 NORTHWEST 1/4 1321.94 FEET TO THE WEST SIXTEENTH CORNER OF SECTION 35 AND SECTION 26; THENCE NORTH 00 DEGREES 14 MINUTES 09 SECONDS EAST ALONG THE WESTERLY LINE OF THE EAST 1/2 SOUTHWEST 1/4 OF SAID SECTION 26 2644.46 FEET TO THE WEST-CENTER SIXTEENTH CORNER OF SAID SECTION 26; THENCE NORTH 00 DEGREES 14 MINUTES 32 SECONDS EAST ALONG THE WESTERLY LINE OF THE SOUTHEAST 1/4 NORTHWEST 1/4 OF SAID SECTION 26 1324.66 FEET TO THE NORTHWEST SIXTEENTH CORNER OF SAID SECTION 26; THENCE SOUTH 89 DEGREES 43 MINUTES 16 SECONDS EAST ALONG THE NORTHERLY LINE OF SAID SOUTHEAST 1/4 NORTHWEST 1/4 1310.01 FEET TO THE NORTH-CENTER SIXTEENTH CORNER OF SAID SECTION 26; THENCE SOUTH 89 DEGREES 45 MINUTES 22 SECONDS EAST ALONG THE NORTHERLY LINE OF THE SOUTH 1/2 NORTHEAST 1/4 OF SAID SECTION 26 2616.15 FEET TO THE TRUE POINT OF BEGINNING. PARCELJ: LOT 1, SECTION 11, TOWNSHIP 7 SOUTH, RANGE 87 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF EAGLE, STATE OF COLORADO. PARCELK: THE SOUTHEAST 1/4 NORTHWEST 1/4, EAST 1/2 SOUTHWEST 114· AND SOUTH 1/2 SOUTHEAST 1/4 OF SECTION 23, THE SOUTH 1/2 SOUTH 1/2 OF SECTION 24, THE NORTH 1/2 NORTH 1/2 OF SECTION 25 AND THE NORTH 1/2 NORTHEAST 1/4 AND NORTHEAST 1/4 NORTHWEST 1/4 OF SECTION 26, ALL IN TOWNSHIP 6 SOUTH, RANGE 87 WEST OF THE 6TH P.M., COUNTY OF EAGLE, STATE OF COLORADO. EXCEPTING THEREFROM ANY PORTION OF SUBJECT PROPERTY CONTAINED WITHIN THE BOUNDARIES OF VON SPRINGS RESERVOIR. PARCELL: TOWNSHIP 6 SOUTH, RANGE 87 WEST OF THE 6TH P.M. SECTION 36: EAST 1/2 SOUTHWEST 1/4, SOUTHEAST 1/4 NORTHWEST 1/4, NORTH 1/2 SOUTHWEST 1/4 NORTHEAST 1/4, SOUTHWEST 1/4 SOUTHWEST 1/4 NORTHEAST 1/4, NORTH 1/2 NORTHEAST 1/4 NORTHEAST 1/4, SOUTHWEST 1/4 NORTHEAST 1/4 NORTHEAST 1/4 -8 - 123 267300 .1 202408987 ALSO THOSE PORTIONS OF THE SOUTHEAST 1/4 SOUTHWEST 1/4 NORTHEAST 1/4 AND THE NORTHWEST 1/4 SOUTHEAST 1/4 NORTHEAST 1/4 LYING NORTHWESTERLY OF A LINE WHICH COMMENCES AT THE SOUTHWEST CORNER OF THE SOUTHEAST 1/4 SOUTHWEST 1/4 NORTHEAST 1/4 AND EXTENDS NORTHEASTERLY TO THE NORTHEAST CORNER OF THE NORTHWEST 1/4 SOUTHEAST 1/4 NORTHEAST 1/4; ALSO THAT PORTION OF THE SOUTHEAST 1/4 NORTHEAST 1/4 NORTHEAST 1/4 LYING NORTHERLY OF A LINE WHICH COMMENCES AT A POINT ON THE WESTERLY BOUNDARY OF THE SOUTHEAST 1/4 NORTHEAST 1/4 NORTHEAST 1/4 185 FEET NORTHERLY OF THE SOUTHWEST CORNER THEREOF, THENCE NORTHEASTERLY TO A POINT ON THE EASTERLY BOUNDARY THEREOF 845 FEET. SOUTHERLY OF THE NORTHEAST CORNER OF THE SAID NORTHEAST 1/4 NORTHEAST 1/4. EXCEPTING THAT PORTION OF THE ABOVE DESCRIBED PROPERTY ACQUIRED BY JOHN A. MCNULTY IN CONNECTION WITH THE POLARIS RESERVOIR, AS .PARTICULARLY DESCRIBED IN A JUDGMENT AND DECREE DATED NOVEMBER 14, 1945 AND RECORDED IN BOOK 132 AT PAGE 255 AND AS DESCRIBED IN THE LIS PENDENS RECORDED NOVEMBER 4, 1994 IN BOOK 654 AT PAGE 318, OF THE EAGLE COUNTY :/IBCORDS, COUNTY OF EAGLE, STATE OF COLORADO. PARCELM: THE FOLLOWING PARCELS LOCATED IN SECTION 36, TOWNSHIP 6 SOUTH, RANGE ·87 WEST, 6TH P.M., COUNTY OF EAGLE, STATE OF COLORADO: . WEST ONE-HALF SOUTHEAST ONE-QUARTER, (Wl/2SEI/4), SOUTH ONE-HALF SOUTHEAST ONE-QUARTER NORTHEAST ONE-QUARTER (S 1/2SE1/4NE1/4), AND THE NORTHEAST ONE-QUARTER SOUTHEAST ONE-QUARTER NORTHEAST ONE- QUARTER (NE1/4SE1/4}{.El/4), AND . THOSE PORTIONS OF THE SE1/4SW1/4NE1/4 AND NW1/4SEI/4NE1/4 SOUTHEASTERLY OF A LINE WHICH COMMENCES AT THE SWl/4 CORNER OF THE SEI/4SW1/4NE1/4 AND EXTENDS NORTHEASTERLY TO THE NEl/4 CORNER OF THE NW1/4SE1/4NE1/4 AND . THAT PORTION OF SE1/4NE1/4NE1/4 SOUTHERLY OF A LINE WHICH COMMENCES AT A POINT ON THE WESTERLY BOUNDARY OF SE1/4NE1/4NE1/4 185 FEET NORTHERLY OF SWl/4 CORNER THEREOF; THENCE NORTHEASTERLY TO A POINT ON THE EASTERLY BOUNDARY THEREOF 845 FEET SOUTHERLY OF THE NEl/4 CORNER OF NE1/4NE1/4, COUNTY OF EAGLE, STATE OF COLORADO. EXCEPTING FROM THE ABOVE DESCRIBED LANDS THOSE CERTAIN PORTIONS THEREOF ACQUIRED BY JOHN A. MCNULTY FOR USE IN CONNECTION WITH THE POLARIS RESER\TOIR, INCLUDING, BUT WITHOUT LIMITATION, DITCH AND :. 9 - 123267300.l 202408987 RIGHTS-OF-WAY AND EASEMENTS, ALL AS MORE PARTICULARLY DESCRIBED BY DECREE RECORDED IN THE OFFICE OF THE CLERK AND RECORDER OF EAGLE COUNTY, COLORADO, RECORDED APRIL 9, 1946 IN BOOK 132 AT PAGE 255 AND RECORDED JUNE 27, 1966 IN BOOK 197 AT PAGE 247. PARCELN: THE EAST HALF OF THE SOUTHWEST QUARTER, THE SOUTH HALF OF THE NORTHEAST QUARTER AND THE SOUTHEAST QUARTER OF SECTION 1, TOWNSHIP 7 SOUTH, RANGE 87 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF EAGLE, STATE OF COLORADO. PARCEL 0: THE EAST HALF OF THE SOUTHEAST QUARTER OF SECTION 36, TOWNSHIP 6 SOUTH, AND THE LOTS 5, 6, 10 ANb 11, -AND THE SOUTHEAST QUARTER OF THE· NORTHWEST QUARTER OF SECTION 1, TOWNSHIP 7 SOUTH, ALL IN RANGE 87 WEST OF THE SIXTH PRINCIPAL tvfERIDIAN, COUNTY OF EAGLE, STATE OF COLORADO . . PARCELP: A NON-EXCLUSIVE EASEMENT FOR THE BENEFIT OF PARCELS HAND I, FOR THE CONVEYANCE AND STORAGE OF IRRIGATION AND RESERVIOIR WATER, AS SET FORTH AND GRANTED IN EASEMENT AGREEMENT RECORDED.DECEMBER 24, 1996 UNDER RECEPTION NO. 610563. PARCELQ: A NON-EXCLUSIVE EASEMENT FOR AGRICULTURAL, IRRIGATION OR LIVESTOCK WATERING SYSTEM FACILITIES AS SET FORTH AND GRANTED IN AGRICULTURAL IRRIGATION AND LIVESTOCK WATERING. SYSTEM EASEMENT RECORDED JUNE 18, 1997 IN BOOK 729 AT PAGE 827. QUIT CLAIM DEED AND ASSIGNMENT IN CONNECTION THEREWITH RECORDED OCTOBER22,.2018 UNDERRECEPTIONNO. 201818061. QUIT CLAIM DEED AND ASSIGNMENT IN CONNECTION THEREWITH RECORDED AUGUST 24, 2021 UNDER RECEPTION NO. 202119417. PARCELR: A NON-EXCLUSIVE EASEMENT FOR AGRICULTURAL IRRIGATION OR LIVESTOCK WATERING SYSTEM FACILITIES, AS SET FORTH AND· GRANTED IN AGRICULTURE IRRIGATION AND LIVESTOCK WATERING SYSTEM EASEMENT RECORDED AUGUST 25, 2008 UNDER RECEPTION NO. 200817945. -10 - 123267300.1 202408987 QUIT CLAIM DEED AND ASSIGNMENT IN CONNECTION THEREWITH RECORDED OCTOBER 22, 20.18 UNDERRECEPTIONNO. 201818061. QUIT CLAIM DEED AND ASSIGNMENT IN CONNECTION THEREWITH RECORDED AUGUST 24, 2021 UNDERRECEPTIONNO. 202119417. PARCELS: A NON-EXCLUSIVE EASEMENT FOR AGRICULTURAL IRRIGATION OR LIVESTOCK. WATERING SYSTEM FACILITIES, AS SET FORTH AND GRANTED IN AGRICULTURE IRRIGATION AND LIVESTOCK WATERING SYSTEM EASEMENT RECORDED AUGUST 25, 2008 UNDERRECEPTIONNO. 200817946. QUIT CLAIM DEED AND ASSIGNMENT IN CONNECTION THEREWITH RECORDED OCTOBER 22, 2018 UNDER RECEPTION NO. 201818061. QUIT CLAIM DEED AND ASSIGNMENT IN CONNECTION THEREWITH RECORDED AUGUST 24, 2021 UNDER RECEPTION NO. 202119417. NOTE: PARCELS A, B, C, D, E, F, G, H, I, J, K, L, M, N AND OARE ALSO DESCRIBED AS FOLLOWS: THREE MEADOWS RANCH PROPERTY DESCRIPTION (AS SURVEYED) PARCEL A AP ARCEL OF LAND SITUATED IN THE SE1/4NW1/4, El/2SW1/4 AND THE S l/2SE1/4 OF SECTION 23, THE Sl/2SW1/4 AND THE Sl/2SE1/4 OF SECTION 24, THE Nl/2NE1/4, SW1/4NE1/4, NW1/4SE1/4 AND THE Wl/4 OF SECTION 25, THE El/2, THE El/2NW1/4, THE SW1/4NW1/4 AND THE SWl/4 OF SECTION 26, ALL THAT PART OF SECTION 27 LYING EASTERLY OF COTTONWOOD PASS ROAD AND SOUTHERLY OF COULTER CREEK RANCHES, AS AMENDED; THE El/2, NE1/4NW1/4 AND THE Sl/2SW1/4 OF SECTION 35 AND SECTION 36, TOWNSHIP 6 SOUTH, RANGE 87 WEST OF THE 6TH PRINCIPAL MERIDIAN, AND SECTION 1, THE El/2 AND THE NWl/4 OF SECTION 2, GOV'T LOT 1, THE Sl/2NE1/4 AND THE El/2SE1/4 AND THE SW1/4SE1/4 OF SECTION 3, GOV'TLOTS 1, 8, 9 AND 10 OF SECTION 9, GOV'T LOT 1 AND THE NW1/4NE1/4 AND THE NWl/4 OF SECTION 10 AND GOV'T LOT 1 OF SECTION 11, TOWNSHIP 7 SOUTH RANGE 87 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF EAGLE, STATE OF COLORADO; SAID PARCEL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 25, A GLD.BRASS CAP IN PLACE, THE POINT OF BEGINNING;.THENCE S00°08'08"W ALONG THE . EASTERLY BOUNDARY OF SAID SECTION 25 A DISTANCE OF 1321.63 FEET TO THE NORTH SIXTEENTH OF SECTION 25, A 3-1/4" ALUMINUM CAP L.S. #13933 FOUND IN -.11 - 123267300.l ' 202408987 PLACE; THENCE LEAVING SAID EASTERLY BOUNDARY N89°58'24"W ALONG THE SOUTHERLY LINE OF THE Nl/2NE 1/4 OF SECTION 25 A DISTANCE OF 1317. 54 FEET TO THE NORTHEAST SIXTEENTH CORNER OF SAID SECTION 25, A 3-1/4" ALUMINUM CAP L.S . #13933 FOUND IN PLACE; THENCE S00°08'29"W ALONG THE EASTERLY LINE OF SAID SW1/4NE1/4 A DISTANCE OF 1322.43 FEET TO THE CENTER-EAST SIXTEENTH CORNER OF SAID SECTION 2~, A 3-1/4" ALUMINUM CAP L.S . #19598 FOUND IN PLACE; THENCE S00°09'36" W -ALONG THE EASTERLY LINE OF THE NW1/4SE1/4 OF SAID SECTION 25 A DISTANCE OF 1323.60 FEET TO THE SOUTHEAST SIXTEENTH CORNER OF SAID SECTION 25, A 3-1/4" ALUMINUM CAP L.S. #19598 FOUND IN PLACE; THENCE N89°59'28"W ALONG THE SOUTHERLY LINE OF SAID NW1/4SE1/4 A DISTANCE OF 1317.46 FEET TO THE CENTER-SOUTH - SIXTEENTH CORNER OF SAID SECTION 25; THENCE S00°09'40"W ALONG THE NORTH-SOUTH CENTERLINE OF SAID SECTION 25 A DISTANCE OF 1323.18 FEET TO THE SOUTH QUARTER CORNER OF SAID SECTION 25, A LAV A ROCK FOUND IN PLACE; THENCE N89°55'06"W ALONG THE SOUTHERLY LINE OF SAID SECTION 25 A DISTANCE OF 1318 .87 FEET TO THE WEST SIXTEENTH CORNER OF SECTION 25 AND SECTION 36, A 3-1/4" ALUMINUM CAP L.S . #19598 FOUND IN PLACE; THENCE S00°14'57"W ALONG THE EASTERLY LINE OF THE Wl/2NW1/4 OF SAID SECTION 36 A DISTANCE OF 1321.46 FEET TO THE NORTHWEST SIXTEENTH CORNER OF SAID SECTION 36, A 3-1/4" ALUMINUM CAP L.S . #19598 FOUND IN PLACE; THENCE S89°55 10l 11E ALONG THE SOUTHERL y LINE OF THE NE1/4NW1/4 A DISTANCE OF 1319.29 FEET TO THE CENTER-NORTH SIXTEENTH CORNER OF SAID SECTION.36, A 3-1/4" ALUivllNUM CAP L.S. #19598 FOUND IN PLACE; THENCE S89°56'40"E ALONG THE SOUTHERLY LINE OF THE NW1/4NE1/4 A DISTANCE OF 1317.52 FEET TO THE NORTHEAST SIXTEENTH CORNER OF SAID SECTION 36, A 3-1/411 ALUMINUM CAP L.S . #19598 FOUND IN PLACE; THENCE N00°13'46 11 E ALONG THE EASTERLY LINE OF THE NW1/4NE 1/4 A DISTANCE OF 1322 .15 FEET TO THE EAST. SIXTEENTH CORNER OF SECTION 25 AND SECTION 36, A 3-1/4 11 ALUMINUM CAP L.S .. #19598 FOUND IN PLACE; THENCE S89°58 123 11 E ALONG THE SOUTHERL y LINE OF SECTION 25 A DISTANCE OF 1317.48 FEET TO THE NORTHEAST CORNER OF SAID SECTION 36, A . GLO BRASS CAP FOUND IN PLACE; THENCE S00°13 140"W ALONG THE EASTERLY LINE OF SECTION 36 A DISTANCE OF 2645.63 FEET TO THE EAST QUARTER CORNER OF SAID SECTION 36, A GLO BRASS CAP FOUND IN PLACE; THENCE CONTINUING ALONG SAID EASTERLY LINE S00°02100 11 W A DISTANCE OF 2653 .63 FEET TO THE SOUTHEAST CORNER OF SAID SECTION 36, A GLO BRASS CAP FOUND IN PLACE; THENCE S00°03'37 11 W ALONG THE EASTERLY LINE OF SECTION 1 A DISTANCE OF 3002.36 FEET TO THE EAST QUARTER CORNER OF SAID SECTION 1, A GLO BRASS CAP FOUND IN PLACE; THENCE CONTINUING ALONG SAID EASTERLY LINE S00°00'08"E A DISTANCE OF 2636 .88 FEET TO THE SOUTHEAST CORNER OF SAIQ SECTION 1, A GLO BRASS CAP FOUND IN PLACE; THENCE N89°49'13"W ALONG THE SOUTHERLY LINE OF SAID SECTION 1 A DISTANCE OF 2638.38 FEET TO THE SOUTH QUARTER CORNER OF SAID SECTION 1, A GLO BRASS CAP FOUND IN PLACE ; THENCE CONTINUING ALONG SAID SOUTHERLY LINE N89°48'14"W A DISTANCE OF 2496 .21 FEET TO THE NORTHWEST CORNER OF . SECTION 12, A GLO BRASS CAP FOUND IN PLACE; THENCE S00°06'24"W ALONG -12 - 123267300.1 202408987 THE EASTERLY LINE OF SECTION 11 A DISTANCE OF 1124.15 FEET TO THE SOUTHEAST CORNER OF GOVT LOT 1 OF SAID SECTION 11, A 3-1/4" ALUMINUM CAP L.S. #19598 FOUND INPLACE; THENCE N89°45'02"W ALONG THE SOUTHERLY LINE OF SAID GOVT LOT LA DISTANCE OF 1331.54 FEET TO THE SOUTHWEST CORNER OF SAID GOVT LOT 1, A 3-1/4" ALUMINUM CAP L.S. #19598 FOUND IN PLACE; THENCE N00°08' l 5 "W ALONG THE WESTERLY LINE OF GOVT LOT i A DISTANCE OF 1332.87 FEET.TO THE NORTHWEST CORNER OF GOVT LOT 1 OF SAID SECTION 11, A3-l/ 4" ALUMINUM CAP L.S. #19598 FOUND IN PLACE; THENCE N89°52'29"W ALONG THE SOUTHERLY LINE.OF SECTION2 A DISTANCE OF 1338.02 FEET TO THE NORTH QUARTER CORNER OF SECTION 11, A GLO BRASS CAP FOUND IN PLACE; THENCE NOl 0 22'30'W ALONG THE WESTERLY LINE OF GOVT LOT 11 AND GOVT LOT 10 OF SAID SECTION 2 A DISTANCE OF 2695.99 FEET TO THE CENTER QUARTER CORNER OF SECTION 2, A3-l/4" ALUMINUM CAP L.S. #19598 FOUND INPLACE; THENCE S8.9°42'30"W ALONG THE SOUTHERLY LINE OF THE Sl/2NW1/4 OF SAID SECTION2 A DISTANCE OF 2609.50 FEET TO THE WEST QUARTER CORNER OF SAID SECTION 2, A GLO BRASS CAP FOUND IN PLACE; THENCE N89°17'34"W ALONG THE NORTHERLY LINE OF THE NE1/4SE1/4 OF SECTION 3 A DISTANCE OF 717.29 FEET TO A REBAR AND CAP L.S. #19598 FOUND IN PLACE; THENCE LEAVING SAID NORTHERLY LINE S00°28'39"W A DISTANCE OF 621.69 FEET TO A REBAR AND CAP L.S. #19598 FOUND IN PLACE; THENCE S20°28'26"W A DISTANCE OF 650.14 FEET TO A REBAR AND CAP L.S. #19598 FOUND IN PLACE; THENCE S40°34'07"W A DISTANCE OF 530.63 FEET TO A POINT ON THE WESTERLY LINE OF THE SE1/4SE1/4 OF SAID SECTION 3, AREBARAND CAP L.S. #19598 FOUND IN PLACE; THENCES00°44'17"E ALONG SAID WESTERLY LINE A DISTANCE OF 1040.31 FEET TO THE EAST SIXTEENTH CORNER OF SECTION 3 AND .. SECTION 10, A 3-1/4" ALUMINUM CAP L.S, #19598 FOUND IN PLACE; THENCE S00°45'1 l "W ALONG THE EASTERLY LINE OF THE NW1/4NE1/4 OF SECTION 10 A . DISTANCE OF 1323.75 FEET TO THE NORTHEAST SIXTEENTH CORNER OF SAID SECTION 10, A 3-1/4" ALUMINUM CAP L.S. #19598 FOUND IN PLACE; THENCE" N89°33'12"W ALONG THE SOUTHERLY LINE OF SAID NW1/4NE1/4 A DISTANCE OF 1292.38 FEET TO THE NORTH CENTER SIXTEENTH CORNER OF SECTION 10, A 3-1/4" ALUMINUM CAP L.S. #19598 FOUND IN PLACE; THENCE S00°23'27"E ALONG THE EASTERLY LINE OF THENWl/4.0F SECTION 10 A DISTANCE OF 1322.26 FEET TO THE CENTER QUARTER CORNER OF SAID SECTION 10, A 3-.1/4" ALUMINUM CAP L.S. #19598 FOUND IN PLACE; THENCE N89°28'49"W ALONG THE SOUTHERLY LINE OF THE SAID NWI/4 A DISTANCE OF 1315.98 FEET TO THE WEST-CENTER SIXTEENTH CORNER OF SECTION 10, A 3-1/4" ALUMINUM CAP L.S. #19598 FOUND IN PLACE; THENCE S00°57'06"E ALONG THE EASTERLY LINE OF GOVT LOT 1 OF SECTION 10 A DISTANCE OF 252.02 FEET TO A POINT ON THE NORTHERLY RIGHT- OF-WAY LINE OF COUNTY ROAD NO. 13, A REBAR AND CAP L.S. #19598-FOUND IN PLACE; THENCE THE FOLLOWING FIFTEEN COURSES ALONG THE NORTHERLY RIGHT-OF-WAY OF SAID COUNTY ROAD: THENCE S88°24'37"W A DISTANCE OF 100.81 FEET A REBAR AND CAPL.S. #19598 SET IN PLACE; THENCE ALONG THE ARC OF A CURVE TO THE RIGHT HA YING A RADIUS OF 276.46 FEET AND A CENTRAL ANGLE OF 14°05'41" A DISTANCE OF 68.01 FEET (CHORD BEARS -13 - 123267300.1 202408987 N84°32'32"W A DISTANCE OF 67.84 FEET) A REBAR AND CAP L.S. #19598 SET IN PLACE; THENCE N77°29'42"W A DISTANCE OF 73.71 FEET A REBAR AND CAP LB. #19598 SET IN PLACE; THENCE ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 550.56 FEET AND A CENTRAL ANGLE OF 31 °16'16" A DISTANCE OF 300.49 FEET (CHORD BEARS S86°52'10"W A DISTANCE OF 296.77 FEET) A REBAR AND CAPL.S. #19598 SET IN PLACE; THENCE S71°14'03"W A DISTANCE OF 271.37 FEET A REBAR AND CAP L.S. #19598 SET IN PLACE; THENCE ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 265.58 FEET AND A CENTRAL ANGLE OF 24°14'34" A DISTANCE OF 112.37 FEET (CHORD BEARS S83°21'20"W A DISTANCE OF 111.53 FEET)AREBARAND CAPL.S. #19598 SET IN PLACE; THENCE N84°31'23"W A DISTANCE OF 74.32 FEET A REBAR AND CAP L.S. #19598 SET IN PLACE THENCE ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 264.90 FEET AND A CENTRAL ANGLE OF 28°29'34" A DISTANCE OF 131.74 FEET (CHORD BEARS N70°16'36"W A DISTANCE OF 130.38 FEET) A REBAR AND CAP L.S. #19598 SET IN PLACE; THENCE N56°01'49"W A DISTANCE OF 125.98 FEETAREBAR AND CAP L.S. #19598 SET IN PLACE; THENCE . ALONG THE ARC OF A CURVE TO THE LEFT HA YING A RADIUS OF 820.54.FEET AND A CENTRAL ANGLE OF 08°56'12" A DISTANCE OF 127.99 FEET (CHORD BEARS N60°29'55"W A DISTANCE OF 127.86 FEET) A REBAR AND CAP LS. #19598 SET IN PLACE; THENCE N64°58'02"W A DISTANCE OF 104.05 FEET A REBAR AND CAP L.S. #19598 SET IN PLACE; THENCE ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 427.07 FEET AND A CENTRAL ANGLE OF 18°56'44" A DISTANCE OF 141.22 FEET (CHORD BEARS N55°29'40"W A DISTANCE OF l 40S7 FEET) A REBAR AND CAP L.S. #19598 SET IN PLACE; THENCE N46°01'18"W A DISTANCE OF 102.29 FEET A REBAR AND CAP L.S. #19598 SET IN PLACE; THENCE ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF\ 136.67 FEET AND A CENTRAL ANGLE OF 43°41'06" A DISTANCE OF 104.20 FEET (CHORD BEARS N67°51'5l"W A DISTANCE OF 101.70 FEET) A REBAR AND CAP L.S. #19598 FOUND IN PLACE; THENCE N89°42'24 "W A DISTANCE OF 56. 79 FEET TO A POINT ON THE WESTERLY LINE OF GOV'T LOT 8 OF SECTION 9 A REBAR AND CAP L.S. #19598 FOUND IN PLACE; THENCE LEAVING SAID NORTHERLY RIGHT-OF-WAY LINE N00°09'25"E ALONG THE WESTERLY LINE OF SAID GOV'T LOT 8 A DISTANCE OF 194.24 FEET TO AN ANGLE POINT ON THE SOUTHERLY BOUNDARY OF GOV'T LOT 8, A 3-1/4" ALUMINUM CAP L.S. #19598 FOUND IN PLACE; THENCE CONTINUING ALONG SAID GOV'T LOT LINE N89°50'35"W A DISTANCE OF 578.10 FEET TO A POINT ON THE SOUTHERLY BANK OF CATTLE CREEK A REBAR AND CAP L.S. _#19598 FOUND IN PLACE; THENCE THE FOLLOWING SEVEN COURSES: THENCE . N66°03'26"W A DISTANCE OF 177.89 FEET AREBARAND CAP L.S. #19598 FOUND IN PLACE; THENCE S89°57'17"W A DISTANCE OF 85.25 FEET A REBAR AND CAP L.S . . · #19598 FOUND IN PLACE (WITNESSED N51°13'28"W 18.00 FEET); THENCE N51°13'28"W A DISTANCE OF 102.95 FEET A REBAR AND CAP L.S. #19598 FOUND IN . PLACE; THENCE N13°23'24"W A DISTANCE OF 67.29 FEET A REBAR AND CAP L.S. #19598 FOUND IN PLACE; THENCE N66°08'16"W A DISTANCE OF 119.42 FEET A REBAR AND CAP L.S. #19598 FOUND IN PLACE (WITNESSED N51°34'53"W 15.00 FEET); THENCEN51°34'53"W A DISTANCE OF 104.74 FEET AREBARAND CAPL.S. -14 - 123267300.1 202408987 #19598 FOUND IN PLACE (WITNESSED S51°34'53"E 30.00 FEET); THENCE N34°14'53"W A DISTANCE OF 91.10 FEET A REBAR AND CAP LS. #19598 FOUND IN PLACE (WITNESSED S34°14'53"E 15.00 FEET); THENCE N81°34'3L"W A DISTANCE OF 156.24 FEET TO A POINT ON THE WESTERLY LINE OF GOV'T LOT 8 OF SECTION 9, A REBAR AND CAP.L.S. #19598 FOUND IN PLACE; THENCE N00°09'25"E ALONG THE WESTERLY LINE OF SAID GOV'TLOT 8 AND GOV'TLOT 1 A DISTANCE OF 908.38 FEET TO THE SOUTHWEST CORNER OF GOV'T LOT 2 OF SAID SECTION 9, A 3-1/4" ALUMINUM CAP L.S. #19598 FOUND IN PLACE; THENCE S89°50'35"E ALONG THE SOUTHERLY LINE OF SAID GOV'T LOT 2 A DISTANCE OF 1320.00 FEET TO THE SOUTHEAST CORNER OF SAID GOV'T LOT 2, A 3-1/4" ALUMINUM CAP L.S. #19598 FOUND IN PLACE; THENCE N00°09'25 "E ALONG. THE EASTERLY LINE OF SAID GOV'T LOT 2 A DISTANCE OF 1108.07 FEET TO THE NORTHWEST CORNER OF GOV'T LOT 1 OF SAID SECTION 9, A 3-1/4" ALUMINUM CAP L.S. #19598 FOUND IN PLACE;. THENCE S88°39'47"E ALONG THE NORTHERLY LINE GOV'T LOT 1 OF SAID SECTION 9 A DISTANCE OF 354.72 FEET TO THE NORTHWEST CORNER OF SECTION 10, A LAV A STONE FOUND IN PLACE; THENCE S88°55'22"E ALONG THE NORTHERLY LINE OF SAID SECTION 10 A DISTANCE OF 2683.89 FEET TO THE NORTH QUARTER CORNER OF SAID SECTION 10, A LAV A STONE FOUND IN PLACE; THENCE N00°40'43 "W ALONG THE WESTERLY LINE OF THE SW1/4SE1/4 OF SECTION 3 A DISTANCE OF 1344.60 FEET TO THE CENTER-SOUTH SIXTEENTH CORNER OF SAID SECTION 3, A 3-1/4" ALUMINUM CAP L.S. #19598 FOUND IN PLACE; THENCE S89°27'29"E ALONG THE NORTHERLY LINE OF SAID SW1/4SE1/4 A DISTANCE OF 1217.44 FEET TO THE SOUTHEAST SIXTEENTH OF SAID SECTION 3, A 3-1/4" ALUMINUM CAP L.S. #19598 FOUND IN PLACE; THENCE N 00°44'17" W ALONG THE WESTERLY LINE OF THE NlL/4SEl/4 OF SAID SECTION 3 A DISTANCE OF 1341.12 FEET TO THE CENTER-EAST SIXTEENTH CORNER OF SAID SECTION 3, A 3-1/4" ALUMINUM CAP L.S. #19598 FOUND IN PLACE; THENCE S89°17'34"E ALONG THE NORTHERLY LINE OF SAID NE1/4SE1/4 A DISTANCE OF 536.67 FEET TO A POINT IN THE CENTERLINE OF UPPER GRANGE ROAD, AS DEFINED IN BOOK 661 AT PAGE 291 OF THE EAGLE COUNTY CLERK AND RECORDER'S OFFICE; THENCE LEAVING SAID NORTHERLY LINE N56°47'59"E ALONG SAID CENTERLINE A DISTANCE OF 41.14 FEET; THENCE CONTINUING ALONG SAID CENTERLINE ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 400.00 FEET AND A CENTRAL ANGLE OF 22°58'12" AND AN ARC LENGTH OF 160 .. 36 'FEET, (CHORD BEARS N45°18'53"E A DISTANCE OF 159.29 FEET); THENCE CONTINUING ALONG SAID CENTERLINE. N33°49'47"E A DISTANCE OF 47.79 FEET; THENCE CONTINUING ALONG SAID. CENTERLINE ALONG THE ARC OFA CUR VE TO THE LEFT HAVING A RADIUS OF 300.00 FEET AND A CENTRAL ANGLE OF 13°43'21" AND AN ARC LENGTH OF 71.85 FEET, (CHORD BEARS N26°58'07"E A DISTANCE OF 71.68 FEET); THENCE CONTINUING ALONG SAID CENTERLINE N20°06'26"E A DISTANCE OF 227.36 FEET; THENCE CONTINUING ALONG SAID CENTERLINE ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 400.00 FEET AND A CENTRAL ANGLE OF 22°03'38" AND AN ARC LENGTH OF 154.01 FEET, (CHORD BEARS N31°08'15'iE A DISTANCE OF 153.06 FEET); THENCE CONTINUING ALONG SAID CENTERLINE N42°10'05"E A DISTANCE OF 164.97 FEET; THENCE CONTINUING ALONG SAID -15 - 123267300.l 202408987 CENTERLINE ALONG THE ARC OF A CURVE TO THE RIGHT HA YING A RADIUS OF 250.00.FEET ANDACENTRALANGLEOF35°12'11" AND AN ARC LENGTH OF 153.60 FEET, (CHORD BEARS N59°46'10"E A DISTANCE OF 151.20 FEET); THENCE CONTINUING ALONG SAID CENTERLINE N77°22'16"E A DISTANCE OF 79.81 FEET; THENCE CONTINUING ALONG SAID CENTERLINE ALONG THE ARC OF A CURVE -TO THE LEFT HA YING A RADIUS OF 150.00 FEET AND A CENTRAL ANGLE OF 83°00'35" AND AN ARC LENGTH OF 217.32 FEET, (CHORD BEARS N35°51'59"E A DISTANCE OF 198.80 FEET); THENCE CONTINUING ALONG SAID CENTERLINE N05°38'19"W A DISTANCE OF 119.84 FEET; THENCE CONTINUING ALONG SAID . CENTERLINE ALONG THE ARC OF A CURVE TO THE LEFT HA YING A RADIUS OF - 175.00 FEET AND A CENTRAL ANGLE OF 13°17'17" AND AN ARC LENGTH OF 40.59 FEET, (CHORD BEARS Nl2°16'57"W A DISTANCE OF 40.50 FEET); THENCE CONTINUING ALONG SAID CENTERLINE Nl8°55'36"W A DISTANCE OF 44.21 FEET; THENCE CONTINUING ALONG SAID CENTERLINE ALONG THE ARC OF A CUR VE TO THE RIGHT HA YING A RADIUS OF 175.00 FEET AND A CENTRAL-ANGLE OF 65°12'07" AND AN ARC LENGTH OF 199.15 FEET, (CHORD BEARS N13°40'28"E A DISTANCE OF 188.57 FEET); THENCE CONTINUING ALONG SAID CENTERLINE N46°16'3l"E A DISTANCE OF 57.71 FEET; THENCE CONTINUING ALONG SAID CENTERLINE ALONG THE ARC OF A CURVE TO THE LEFT HA YING A RADIUS OF 250.00 FEET AND A CENTRAL ANGLE OF 34°59'45" AND AN ARC LENGTH OF 152.70 FEET; (CHORD BEARS N28°46'39"E A DISTANCE OF 150.34 FEET); THENCE CONTINUING ALONG SAID CENTERLINE Nl 1 °16'46"E A DISTANCE OF 194.86 FEET; THENCE CONTINUING ALONG SAID-CENTERLINE ALQNGTE:IE ARC OF A CURVE TO THE LEFT HA YING A RADIUS OF 400.00 FEET AND A CENTRAL ANGLE OF 20°06'21" AND AN ARC LENGTH OF 140.37 FEET, (CHORD BEARS NOl 0 13'35"E A DISTANCE OF 139.65 FEET); THENCE CONTINUING ALONG SAID CENTERLINE N08°49'35"W A DISTANCE OF 87.70 FEET; THENCE ALONG THE ARC OF 4 CURVE TO THE RIGHT HA YING A RADIUS OF 400.00 FEET AND A CENTRAL ANGLE OF 36°28'39" AND AN ARC LENGTH OF 254.66 FEET, (CHORD BEARS N09°24'44"E A DISTANCE OF 250.38 FEET) TO A POINT ON A 60.00' ACCESS EASEMENT; THENCE LEAVING THE CENTERLINE OF UPPER GRANGE ROAD S85°35'38 "E ALONG THE CENTERLINE OF SAID 60.00' ACCESS EASEMENT A DISTANCE OF 94.35 FEET; THENCE CONTINUING ALONG SAID CENTERLINE N66°07'38"E A DISTANCE OF 227.20 FEET; THENCE CONTINUING ALONG SAID CENTERLINE N85°02'30"E A DISTANCE OF 131.30 FEET; THENCE CONTINUING ALONG SAID CENTERLINE S82°13'26"E A DISTANCE OF 270.43 FEET; THENCE CONTINUING ALONG SAID CENTERLINE S74°37'03"E A DISTANCE OF 78.14 FEET; THENCE CONTINUING ALONG SAID CENTERLINE N81°15'26"E A DISTANCE OF 91.21 FEET; THENCE CONTINUING ALONG SAID CENTERLINE N57°47'20"E A DISTANCE OF 198.44 FEET; -THENCE CONTINUING ALONG SAID CENTERLINE N46°13'49"E A DISTANCE OF 44.23 FEET; THENCE CONTINUING ALONG SAID CENTERLINE N75°08'04"E A DISTANCE OF 86.53 FEET; THENCE LEA YING SAID CENTERLINE N00°00'00"E A DISTANCE OF 1,644.84 FEET TO THE SOUTHWEST SIXTEENTH CORNER OF SAID SECTION 35; A 3-1/4" -16 - 123267300.1 ALUMINUM CAP L.S. #19598 FOUND IN PLACE; THENCE S 89°53'17" E ALONG THE NORTHERLY LINE OF SAID SE1/4SW1/4 OF SECTION 35 A DISTANCE OF 1292.44 FEET TO THE CENTER-SOUTH SIXTEENTH CORNER OF SAID SECTION 35, A 3-1/4" ALUMINUM CAP L.S. #19598 FOUND IN PLACE; THENCE N 00°40'36" E ALONG THE WESTERLY LINE-OF TI-iENW1/4SE1/4 OF SECTION 35 A DISTANCE OF 1349.76 FEET TO THE CENTER CORNER OF SAID SECTION 35, A 3-1/4" ALUMINUM CAP L.S. #19598 FOUND IN PLACE; THENCE N 00°40'36" EA DISTANCE OF 1322.90 FEET TO THE NORTH-CENTER SIXTEENTH CORNER OF SAID SECTION 35, A 3-1/4" ALUMINUM CAP L.S. #195'98 FOUND IN PLACE; THENCE N 89°50'40" W ALONG THE SOUTHERLY LINE OF THE NE1/4NW1/4 OF SAID SECTION 35 'A DISTANCE OF 1304.50 FEET TO THE NORTHWEST SIXTEENTH CORNER OF SAID SECTION 35, A 3- 1/4" ALUMINUM CAP L.S. #19598 FOUND IN PLACE; THENCE N 00°18'13" E ALONG THE WESTERLY LINE OF SAID. NE1/4NW1/4 A DISTANCE OF 1326.71 FEET TO THE WEST SIXTEENTH CORNER OF SECTION 35 AND SECTION 26, A 3-1/4" ALUMINUM CAP L.S. #19598 FOUND IN PLACE; THENCE N.89°54'14"W ALONG THE SOUTHERLY LINE OF SECTION 26 A DISTANCE OF 1307.39 FEET TO THE SOUTHWESTCORNER . . OF SAID SECTION 26, A LAV A STONE FOUND IN PLACE; THENCE N89°49'43 "W ALONG THE SOUTHERLY LINE OF SECTION 27 A DISTANCE OF 2640.56 FEET TO THE SOUTH QUARTER CORNER OF SAID SECTION 27, A LAV A STONE FOUND IN PLACE; THENCE CONTINUING ALONG SAID SOUTHERLY LINE S89°47 154"W A DISTANCE OF 1761. 09 FEET TO A POINT IN THE CENTERLINE OF COTTONWOOD PASS ROAD; THENCE LEAVING SAID SOUTHERLY LINE THE FOLLOWING THIRTY FIVE (3 5) COURSES ALONG SAID CENTERLINE: 202408987 1. ALONG THE ARC OF A CURVE TO THE RIGHT, HAVING A RADIUS OF 328.36 FEET, A CENTRAL ANGLE OF 18°49'08" AND A DISTANCE OF 107.85 FEET (CHORD BEARSN16°47'27 11 E A DISTANCE OF 107.37 FEET) 2. N26°12 10l"E A DISTANCE OF 126.46 FEET 3. ALONG THE ARC OF A CURVE TO THE LEFT, HAVING A RADIUS OF 298.40 FEET, A CENTRAL ANGLE OF 21 °55 157 11 AND A DISTANCE OF 114.23 FEET (CHORD BEARS Nl5°14102 11 E A DISTANCE OF 113.53 FEET) 4. N04°16 104 11 E A DISTANCE OF 114.43 FEET 5. ALONG THE ARC OF A CURVE TO THE LEFT, HAVING A RADIUS OF 227.01 FEET, A CENTRAL ANGLE OF 33°02'12 11 AND A DISTANCE OF 130.89 FEET (CHORD BEARS Nl2°15 102"W A DISTANCE OF 129.09 FEET) 6. N28°46 108 11 W A DISTANCE OF 3 .12 FEET 7. ALONG THE ARC OF A CURVE TO THE RIGHT, HAVING A RADIUS OF 191.22 FEET, A CENTRAL ANGLE OF 57°49 157 11 AND A DISTANCE OF 193.01 FEET (CHORD BEARS N00°08 150"E ADISTANCE OF 184.92 FEET) -17 - 123267300.1 202408987 8. N29°03'49"E A DISTANCE OF 126.39 FEET 9. N36°31'25"E A DISTANCE OF 176.89 FEET 10. ALONG THE ARC OF A CURVE TO THE LEFT, HAVING A RADIUS OF 377.51 FEET, A CENTRAL ANGLE OF 31°12'20" AND A DISTANCE OF 205 .61 FEET (CHORD BEARS N20°55'15"E A DISTANCE OF 203.07 FEET) 11 . N05°19'05"E A DISTANCE OF 86.65 FEET 12. N09°32'17"EAD1STANCE OF 77.07 FEET 13. ALONG THE ARC OF A CURVE TO THE .RIGHT, HAVING A RADIUS OF 220.16 FEET, A CENTRAL ANGLE OF 34°49'51" AND A DISTANCE OF 133.84 FEET (CHORD BEARS N26°57'13"E A DISTANCE OF 131.78 FEET) 14. N44°22'08"E A DISTANCE OF 47.20 FEET 15 . ALONG THE ARC OF A CURVE TO THE LEFT, HAVING A RADIUS OF 57.66 FEET, A CENTRAL ANGLE OF 56°59'14" AND A DISTANCE OF 57.35 FEET (CHORD BEARS Nl5°52'3l"E A DISTANCE OF 55.01 FEET) 16. Nl2°37'06"W A DISTANCE OF 19.37 FEET 17. ALONG THE ARC OF A CUR VE TO THE RIGHT, HAVING A RADIUS OF 233. 76 FEET, A CENTRAL ANGLE OF 26°02'32" AND A DISTANCE OF 106.25 FEET (CHORD BEARS N00°24'18"E A DISTANCE OF 105 .34 FEET) 18. N13°25'26"E A DISTANCE OF 271.74 FEET 19. ALONG THE ARC OF A CURVE TO THE RIGHT, HAVING A RADIUS OF 240.72 FEET, A CENTRAL ANGLE OF 63°05'30" AND A DISTANCE OF 265 .07 FEET (CHORD . BEARS N44°58'1 l"E A DISTANCE OF 251.88 FEET) 20 . N76°30'56"E A DISTANCE OF 32.58 FEET 21. ALONG THE ARC OF A CURVE TO THE LEFT, HAVING A RADIUS OF 284.90 FEET, A CENTRAL ANGLE OF 33°54'59" AND A DISTANCE OF 168 .65 FEET (CHORD BEARS N59°33'27"E A DISTANCE OF 166.19 FEET) 22. N42°35'57"E A DISTANCE OF 293.79 FEET 23, ALONG THE ARC OF A CUR VE TO THE LEFT, HAVING A RADIUS OF 943. 73 FEET, A CENTRAL ANGLE OF 09°18'36" AND A DISTANCE OF 153.35 FEET (CHORD BEARS N37°56'39"E A DISTANCE OF.153.18 FEET) 24. N33°17'2l"E A DISTANCE OF 286.91 FEET -18 - 123267300.1 202408987 25. ALONG THE ARC OF A CURVE TO THE RIGHT, HAVING A RADIUS OF 633.49. FEET, A CENTRAL ANGLE OF 17°51'41" AND A DISTANCE OF 197.48 FEET (CHORD BEARS N42° 13' l 1 "EA DISTANCE OF 196.69 FEET) . . 26 .. N51°09'02"~ A DISTANCE OF 62.93 FEET 27. ALONG THE ARC OF A CURVE TO THE LEFT, HAVING A RADIUS OF 930.27 FEET, A CENTRAL ANGLE OF 07°33'32" AND A DISTANCE OF 122.73 FEET (CHORD BEARS N47°22'16"E A DISTANCE OF 122.64 FEET) 28. N43°35'30"E A DISTANCE OF 201.32 FEET 29. ALONG THE ARC OF A CURVE TO THE LEFT, HAVING A RADIUS OF 418.91 FEET, A CENTRAL ANGLE OF 17°58'05" AND A DISTANCE OF 131.37 FEET (CHORD BEARS N34°36'28"E A DISTANCE OF 130.83 FEET) 30. N25°37'36"E A DISTANCE OF 350.06 FEET 31. ALONG THE ARC OF A CURVE TO THE RIGHT, HAVING A RADIUS OF 727.92 FEET, A CENTRAL ANGLE OF 06°09'48" AND A DISTANCE OF 78.30 FEET (CHORD BEARS N28°42'20"E A DISTANCE OF 78.27 FEET) · 32. N31°47'14"E A DISTANCE OF 110.73 FEET 33. ALONG THE ARC OF A CURVE TO THE LEFT, HAVING A RADIUS OF 408.51FEET, . A CENTRAL ANGLE OF 13°24'16" AND A DISTANCE OF 95.57 FEET (CHORD BEARS N25°05'06"E A DISTANCE OF 95.35 FEET) 34. Nl8°22'58"E A DISTANCE OF 75.51 FEET 35. ALONG THE ARC OF A CURVE TO THERIGHT,HAVINGARADIUS OF 339.76 FEET, A CENTRAL ANGLE OF 01°35'37" AND,ADISTANCE OF 9.45 FEET (CHORD BEARS Nl9°10'47"E A DISTANCE OF 9.45 FEET) TO A POINT ON THE SOUTHERLY LINE OF COULTER CREEK RANCHES; THENCE LEAVING SAID CENTERLINE N89°57'17"E ALONG SAID SOUTHERLY LINE A DISTANCE OF 10.25 FEET; THENCE CONTINUING ALONG SAID SOUTHERL y LINE N3 l 0 19'48 "E A DISTANCE OF 206.11 FEET; THENCE CONTINUING ALONG SAID SOUTHERL y LINE S54° 12'44"E A DISTANCE OF 300.58 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE N89°57'25"E A DISTANCE OF 1936;10 FEET TO THE NORTH SIXTEENTifCORNER OF SAID SECTION 26 AND SECTION 27, A 3-1/4" ALUMINUM CAP L.S. #19598 FOUND IN PLACE; THENCE CONTINUING ALONG SAID SOUTHERL y LINE S89°54'59"E A. . DISTANCE OF 1304.16 FEET TO THE SOUTHEAST CORNER OF SAID COULTER CREEK RANCHES, SAID POINT ALSO BEING THE NORTHWEST SIXTEENTH CORNER OF SAID SECTION 26, A 3-1/4" ALUMINUM CAP L.S. #13880 FOUND IN PLACE; THENCE N00°17'40"E ALONG THE WESTERLY LINE OF THE NE1/4NW1/4 OF SECTION 26 A DI~TANCE OF 1323.25 FEET TO THE WEST SIXTEENTH CORNER OF SECTION 23 AND SECTION 26, Al" ALUMINUM CAP L.S. #13880 FOUND IN PLACE; -19 - 123267300.1 202408987 I THENCE N00°08'13"E ALONG THE WESTERLY LINE OF THE El/2SW1/4 OF SECTION 23 A DISTANCE OF 2645.61 FEET TO THE CENTER-WEST SIXTEENTH CORNER OF SAID SECTION 23, Al" ALUMINUM CAP L.S. #13880 FOUND IN PLACE; THENCE N00°2l'll "E ALONG THE WESTERLY LINE OF THE SE1/4NW1/4 OF'SAID SECTION 23 A DISTANCE OF 553.00 FEET TO THEEASTERLYEDGE OF THE VON SPRINGS RESERVOIR; THENCE ALONG SAID EASTERLY EDGE THE FOLLOWING THREE (3) COURSES: 1.) N49°21'30"E A DISTANCE OF 238.87 FEET; 2.) N35°27'03"E A DISTANCE OF 415.19 FEET; 3.) N30°04'46"E A DISTANCE OF 322.05 FEET TO A POINT ON THE NORTHERLY LINE OF THE SE1/4NW1/4 OF SAID SECTION 23; THENCE LEAVING SAID EASTERLY EDGE OF THE VON SPRINGS RESERVOIR ALONG. THE NORTHERLY LINE A DISTANCE OF 730.00 FEET TO THE CENTER-NORTH SIXTEENTH CORNER OF SAID SECTION 23, A 3-1/4" ALUMINUM CAP L.S. #13933 FOUND IN PLACE; THENCE S00°12'38"W ALONG THE EASTERLY LINE OF SAID SE 1/4NWI/4 A DiST ANCE OF 1328.17 FEET TO THE CENTER QUARTER CORNER OF SAID SECTION 23, A 3-1/4" ALUMINUM CAP L.S. #13933 FOUND INPLACE;THENCE S00°12'45"W ALONG THE EASTERLY LINE OF THE El/2SW1/4 OF SAID SECTION 23 A DISTANCE OF 1323.38 FEET TO THE CENTER- SOUTH SIXTEENTH CORNER OF SAID SECTION 23, A 3-1/4" ALUMINUM CAP L.S. #13933 FOUND IN PLACE;'THENCE S89°44'19"E ALONG THE NORTHERLY LINE OF THE S 1/2SE1/4 OF SECTION 23 A DISTANCE OF 2610.90 FEET TO THE SOUTH SIXTEENTH CORNER OF SECTION 23 AND SECTION 24, A 3-1/4" ALUMINUM CAP L.S. #13933 FOUND IN PLACE; THENCE S89°58'20"E ALONG THE NORTHERLY LINE OF THE Sl/2SW1/4 OF SECTION 24 A DISTANCE OF 2640.20 FEET TO THE CENTER- SOUTH SIXTEENTH CORNER OF SAID SECTION 24, A 3-1/4" ALUMINUM CAP L.S. #13933 FOUND IN PLACE; THENCE S89°57'13 "E ALONG THE NORTHERLY LINE OF THE Sl/2SE1/4 OF SECTION 24 A DISTANCE OF 2636.38 FEET TO THE SOUTH SIXTEENTH CORNER OF SECTION 24, A 3-1/4" ALUMINUM CAP L.S. #13933 FOUND IN PLACE; THENCE S00°09'02 "W ALONG THE EASTERLY LINE OF SAID SECTION 24 A DISTANCE OF 1322.62 FEET TO THE POINT OF BEGINNING. -20 - 123267300,.1 LEGAL DESCRIPTION PREPARED BY: RODNEY P. KISER, PLS 38215 FOR AND ON BEHALF OF: TRUE NORTH COLORADO , LLC 386 W . MAIN STREET, UNIT 3 NEW CASTLE, CO 8164 7 970-984-0474 . PARCELB 202408987 A PARCEL OF LAND SITUATED IN GOV'T LOT 10 OF SECTION 9 TOWNSHIP 7 SOUTH, RANGE 87 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF EAGLE, STATE OF COLORADO; SAID PARCEL BEiNG MORE PARTICULARLY DESCRIBED AS FOLLOWS: . COMMENCING AT THE WEST QUARTER CORNER OF SAID SECTION 9; THENCE . N88°26'02"W ALONG THE EAST-WEST CENTERLINE OF SAID SECTION 9 A DISTANCE OF 431.68 FEET TO THE NORTHEAST CORNER OF GOV'T LOT 10, A 3-1/4" ALUMINUM CAPL.S . #19598 FOUND IN PLACE, THE POINT OF BEGINNING; THENCE S00°09'25 "W ALONG THE EASTERLY LINE OF SAID GOV'T LOT A DISTANCE OF 69 .02 FEET TO A POINT BEING 15.00 FEET SOUTHERLY OF THE SOUTHERLY BANK OF CATTLE CREEK, A REBAR AND CAP L.S. #19598 FOUND IN PLACE; THENCE THE FOLLOWING FOUR (4) COURSES ALONG A LINE BEING 15 .00 FEET SOUTHERLY OF AND PARALLEL TO THE SOUTHERLY BANK OF CATTLE CREEK: . 1. N77°54'52"W A DISTANCE OF 31.66 FEET, A REBAR AND CAP L.S . #19598 FOUND IN PLACE (WITNESSED S85 °02'32"W 9 .00 FEET) 2 . S85°02'32"W A DISTANCE OF 170.09 FEET, A REBAR AND CAP L.S . #19598 FODND IN PLACE 3. N76°35'11"W A DISTANCE OF 144.38 FEET, A REBAR AND CAP L.S . #19598 FOUND IN PLACE (WITNESSED N03°03'58"W 25 .00 FEET) 4 . N03°03'58"W A DISTANCE OF 53 .07 FEET TO A POINT ON THE EAST-WEST CENTERLINE OF SAID SECTION 9, A REBAR AND CAP L.S. #19598 FOUND IN PLACE '· -21 - 123267300.1 2024oasa1 (WITNESSED S03°03'58"E 18.00 FEET); THENCE S88°26'02"E ALONG SAID EAST-WEST CENTERLINE A DISTANCE OF 344.01 FEET TO THE POINT OF BEGINNING. -22- 123267300.1 · 202408987 LEGAL__DESCRIPTIONPREPARED BY: RODNEYP. KISER, PLS 38215 FOR AND ON BEHALF OF: TRUE NORTH COLORADO, LLC 386 W. MAIN STREET, UNIT 3 .NEW CASTLE, CO 81647 970-984-0474 Together with: 1. Heuschkel Ditch No. 1, Priority No. 40, decreed in Case No. 395, District Court in and for the County of Eagle, Colorado, for 3.5 c.f.s. from Cottonwood Creek for irrigation, :with an appropriation date ofMay 20, 1898 and adjudicated on July 17, 1902; 2. Heuschkel Ditch No. 2, Priority No. 41, decreed in case No. 395, District Court in and for the County of Eagle, Colorado, for 1.5 c.f.s. from Cottonwood Creek for irrigation, with an appropriation date ofJune 24, 1900 and adjudicated on July 17, 1902; · 3. The Heuschkel Enlargement and Extension of the Heuschkel No. 1 Ditch and Heuschkel No. 2 Ditch (including the Smith Park Ditch), Priority No. 90, decreed in Case No. 559, District Court in and for Eagle County, Colorado, for 1.2 c.f.s. from Cottonwood Creekfor irrigation, with an appropriation date of April 19, 1904 and adjudicated on July 20, 1912; 4. Smith Park Reservoir, Reservoir No. 8, Priority No. 90, originally decreed on July 20, 1912 in case No. 559, District Court in and for Eagle County, Colorado, in the amount of 200 acre-feet with an appropriation date of April 19, 1904. By Stipulation and Court Order entered in case No. 94CW385, Water Division No. 5, 100 acre-feet of the Smith Park Reservoir water right -was rehabilitated by the creation of two reservoirs, and the remaining 100, acre-feet originally decreed to the Smith Park Reservoir water right was abandoned; 5. Shadigee Ditch, Priority No. 42, decreed in Case No. 3 86, District Court in and for Eagle County, Coloraqo, in the amount of2.0 c.f.s. for irrigation, with an appropriation date ofJuly 14, 1898 and adjudicated on July 17, 1902; 6. McNulty Reservoir No. 2, decreed in Case No. W-1753, District Court in and for Water Division 5, State of Colorado, in the amount of 72.0 acre-feet for irrigation, ·domestic, and piscatorial uses, with an appropriation date. of July 20, 1916; · -23 - 123267300.1 202408987 7. Cottonwood Spring #1, decreed in Case No. 93CW224, District Court in and for Water Division 5, State of Colorado, in the amount of 0.05 c.f.s. for domestic, livestock watering and wildlife purposes, with an appropriation date of November 8, 1940; 8. Cottonwood Spring #2, decreed in Case No. 93CW224, District Court in and for Water Division 5, State of Colorado, in the amount of 0.01 c.f.s. for livestock watering and wildlife purposes, with an appropriation date of May 1, 1967; 9. Polaris Reservoir, decreed in case No. W-222, District Court, Water Division No. 5, in the amount of 437 acre-feet, with an adjudication date of December 31, 1970 and an appropriation date ofNovember 12, 1944. The Polaris Reservoir has been made absolute to the extent of 100 acre-feet, and 337 acre-feet remain conditional; and 10. Best Ditch, decreed in case No. W-438, District Court, Water Division No. 5, in the amount of 20.8 c.f.s., with an adjudication date of December 31, 1971 and an appropriation date ofNovember 12, 1944. 11. Well Permit# 190749, Water Division 5, Water District 38, located in Eagle County, NE1/.i SWV4, Section 25, Township 6.0 S., Range 87.0 W. Sixth P.M. Distance from Section Lines 1779 Ft. from S. Line, 1568 Ft. from W. Line. 12. Well Permit# 253846, Water Division 5, Water District 38, located in Eagle County, NWl/4 NEV4, Section 9.0, Township 7.0 S., Range 87.0 W. Sixth P.M. 13. Well Permit# 319874, Water Division 5, Water District 38, located in Eagle County, NEV4 NEV4, Section 35, Township 6.0 S., Range 87.0 W. Sixth P.M. Together with all existing or subsequently erected or affixed buildings, improvements, and fixtures; all easements, rights of way, and appurtenances; all water, water rights, and ditch rights (including stock in utilities with ditch or irrigation rights); and all other rights, royalties, and profits relating to the foregoing real property, including without limitation all minerals, oil, gas, geothermal and similar matters. County of Eagle, State of Colorado. -24 - 123267300.l 12/20/2024, Secretary 17 EXHIBIT 2 RESTRICTIVE COVENANT 1 RESTRICTIVE COVENANTS FOR THREE MEADOWS RANCH These RESTRICTIVE COVENANTS FOR THREE MEADOWS RANCH (the “Restrictive Covenant”) is made effective this __ day of __________ 2025 by and between AVLT Special Projects, LLC, a Colorado limited liability company (the “Owner”) whose address 320 Main St., Suite 204, Carbondale, Colorado 81623, the Board of County Commissioners of Pitkin County, a body corporate and politic, whose address is 530 East Main Street, Suite 302, Aspen, Colorado 81611 (“Pitkin County”) and Eagle County, Colorado, body corporate and politic, whose address is 500 Broadway, Eagle, Colorado 81631 (“Eagle County”). The Owner, Pitkin County, and Eagle County are individually referred to herein as a “Party” and collectively as the “Parties.” RECITALS: A. Owner is the sole owner of certain real property consisting of approximately 4,250 acres in Eagle County, Colorado, commonly known as Three Meadows Ranch (the (“Property” or “Three Meadows Ranch”) and legally described on Exhibit A attached hereto, which is incorporated herein and made a part of this Restrictive Covenant by this reference. B. The Deed by which owner obtained its interest in the Property is recorded in the real property records of the Eagle County Clerk and Recorder’s Office at Reception No. ___________________. C. Appurtenant to the Property are certain water rights that the Parties also intend to burden with this Restrictive Covenant that are described on Exhibit B attached hereto, which is incorporated herein and made a part of this Restrictive Covenant by this reference. D. The Owner acquired the Property with the cooperation and funding from Eagle County and Pitkin County pursuant to a mutual Funding Agreement between the Owner, Eagle County, and Pitkin County. A copy of the Funding Agreement is appended hereto as Exhibit C. E. The purchase price of the Property was TWENTY-SEVEN MILLION SEVEN HUNDRED THOUSAND and 00/100 DOLLARS (“$27,700,000.00”). F. Pitkin County approved the acquisition of the Property pursuant to Pitkin County BOCC Ordinance No. ____ -2025. G. Eagle County approved the acquisition of the Property pursuant to Eagle County Resolution No. 2025 - ______. H. The Property is located wholly within Eagle County, Colorado and in the Roaring Fork River Watershed, and were it to be developed at its highest and best economic use, such use would likely have a significant impact on wildlife habitat, scenery, and agricultural resources all of which otherwise benefit the citizens of Eagle County, Pitkin County, and the State of Colorado 2 I. Eagle County and Pitkin County have each determined that Owner’s purchase of the Property will result in the protection of approximately 4,250 acres of land in Eagle County and the Roaring Fork Watershed for conservation purposes, including open space, agricultural heritage, scenic vistas and wildlife habitat, and managed public recreation, and will result in significant public benefit. J. Pursuant to the Funding Agreement, Owner is required to encumber the Property with this Restrictive Covenant to the benefit of Pitkin County and Eagle County in consideration for the Pitkin County’s and Eagle County’s funding contribution to the acquisition of the Property. K. Among other things, the Funding Agreement requires that the Parties participate in a three (3) year “Planning Phase” for the Property to allow the Parties to study the Property and conservation values and reach a mutually acceptable method of long-term ownership and stewardship of the Property. The Planning Phase may be terminated sooner pursuant to the terms of the Funding Agreement and this Restrictive Covenant. L. Prior to conclusion of the Planning Phase, the Parties are adopting this Restrictive Covenant to ensure that Pitkin County’s and Eagle County’s financial investment in the Property is secured as well as to provide notice to all of each County’s interest in the Property. AGREEMENT NOW THEREFORE, for good and valuable consideration, including Pitkin County’s contribution to the purchase of the Property in the amount of $ 7,700,000.00 and Eagle County’s contribution to the purchase of the Property in the amount of $12,500,000.00, the sufficiency of which is acknowledged, the Parties agree as follows: 1. Property Encumbered. This Restrictive Covenant burdens title to the entire Property as legally described on the attached Exhibit A. 2. Reserved Rights. Except as expressly limited by this Restrictive Covenant, and as otherwise set forth in the Funding Agreement, Owner reserves to Owner, and to Owner’s successors and assigns, all rights accruing from Owner’s ownership of the Property. 3. Restriction Against Alienation and Encumbrance; Compliance with Funding Agreement. During the life of this Restrictive Covenant and until it is terminated or released as described in Paragraph 5 below and during the Planning Phase described in the Funding Agreement, Owner may not sell, alienate, encumber, subdivide (by exception or otherwise), condominiumize, pledge as collateral, and/or cause any lien to be recorded against the Property or take any action or engage in any use of the Property that is inconsistent with the terms of the Funding Agreement. 4. Compliance with Eagle County Land Use Regulations and Building Resolution. Owner shall manage the Property and engage in activities on the Property in 3 compliance with the terms and the various requirements of the Eagle County Land Use Regulations, and Owner shall obtain all necessary permits and approvals prior to engaging in any development or other activity on the Property all in accord with the terms of the Funding Agreement. Eagle County acknowledges existence of improvements currently on the Property, which are non-conforming or unpermitted under the Eagle County Code and that the existence of such improvements do not constitute a violation of this Restrictive Covenant. 5. Release of Restrictive Covenant. This Restrictive Covenant survives and runs with title to the Property unless and until it is released by Pitkin County and Eagle County pursuant to the Funding Agreement. 6. Incorporation of Recitals. The Recitals above are a material part of this Restrictive Covenant and are incorporated herein and are true and correct as of the date of this Restrictive Covenant, form the basis upon which the Parties negotiated and entered into this Restrictive Covenant, and reflect the final intent of the Parties with regard to the subject matter of this Restrictive Covenant. In the event it becomes necessary to interpret any provision of this Restrictive Covenant, the intent of the Parties, as evidenced by the Recitals, shall be given full effect. 7. Controlling Law. The interpretation and performance of this Restrictive Covenant shall be governed by the laws of the State of Colorado. Jurisdiction and venue for any dispute regarding the interpretation or enforcement of this Restrictive Covenant or its various provisions shall be the District Court, Eagle County, Colorado. 8. No Imputed Approvals. Owner shall be solely responsible for compliance with applicable laws in regard to the exercise of rights reserved herein and nothing contained in this Restrictive Covenant and the Funding Agreement is intended to represent a permit or land use approval by Eagle County. 9. Covenant Running with the Land; Successors in Interest. The provisions of this Restrictive Covenant shall constitute a covenant and shall run with the land and burden title to the Property for the benefit of Eagle and Pitkin Counties and their successors and assigns until released pursuant to the Funding Agreement. Owner shall record this Restrictive Covenant in the real property records of Eagle County, Colorado. 10. Enforcement and Inspection. This Restrictive Covenant and its terms and representations shall be fully enforceable by Owner, Pitkin County, and Eagle County, their successors, assigns and agents in any action at law or equity or both, to secure compliance, including but not limited to, seeking injunctive relief and/or specific performance requiring the other Party or Parties or their successors or assigns to cease and desist all activity in violation of the terms of this Restrictive Covenant or undo any transaction violating this Restrictive Covenant, including but not limited to the invalidation, repudiation, or revocation of any right or interest granted or obtained contrary to this Restrictive Covenant. 4 11. Attorney Fees and Costs. In the event of any action or suit between the Parties hereto or their successors and assigns to enforce any of the agreements, covenants or restrictions contained herein, the substantially prevailing party in any such action or suit, whether by final judgment or out of court settlement, shall recover from the other party all costs and expenses of such action or suit including reasonable attorney fees. [Signature pages(s) follow] [Signature Page] IN WITNESS WHEREOF, Owner and Pitkin County and Eagle County have executed this Restrictive Covenant as of the date first set forth above. OWNER: AVLT SPECIAL PROJECTS, LLC By: Name: Suzanne Stephens Title: Manager STATE OF ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this ____ day of ____________ 2025, by Suzanne Stephens, Manager of AVLT Special Projects, LLC, a Colorado limited liability company on behalf of said entity. WITNESS my hand and official seal. My commission expires: __________________ Notary Public [Signature Page] [Reserved for Pitkin County Signature(s)] [Signature Page] COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By: ______________________________ Jeanne McQueeney, Chair Attest: By: _________________________________ Stacey Jones Chief Deputy Clerk and Recorder EXHIBIT A Legal Description of Property Exhibit B Description of Water Rights Exhibit C Funding Agreement