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HomeMy WebLinkAboutR12-124 Approving Documents for Purchase Colorado River Ranch Commissioner v/ moved adoption of the following resolution: BOARD OF COUNTY COMMISSIONERS COUNTY OF EAGLE, STATE OF COLORADO RESOLUTION NO. 2012- RESOLUTION APPROVING DOCUMENTS ASSOCIATED WITH THE PURCHASE OF A CONSERVATION EASEMENT AND PUBLIC ACCESS EASEMENTS ON THE COLORADO RIVER RANCH LOCATED IN EAGLE COUNTY, COLORADO AND AUTHORIZING ANY OF THE EAGLE COUNTY COMMISSIONERS TO EXECUTE ALL DOCUMENTS NECESSARY FOR THE PRESERVATION OF THE PROPERTY WHEREAS, on July 17, 2012 the Board of County Commissioners of Eagle County, Colorado ( "Board ") approved the purchase of a conservation easement and three public access agreements on the Colorado River Ranch, representing 1,017 acres of land along the Colorado River Road (hereinafter the "Property" or the "Colorado River Ranch ") which is owned by River Ranch LLC; and WHEREAS, the Board desires to fund the purchase of a conservation easement that will be conveyed to Colorado Open Lands to permanently preserve the Property; and WHEREAS, as part of the conservation of the Property, the County will acquire three permanent, irrevocable public access points on the Colorado River Ranch, including the Colorado River, historic Colorado River Ranch Schoolhouse, and the Bull Gulch Wilderness Study Area entryway; and WHEREAS, Colorado Open Lands will approve a baseline report and the parties will also approve a management plan for operation and management of the Property; and WHEREAS, the State Board of the Great Outdoors Colorado Trust Fund has agreed to contribute significant grant funds towards the purchase of a conservation easement and three public access agreements; and WHEREAS, the Board wishes to approve the form of easements and ensure that any of the County Commissioners has the authority to execute all documents associated with the preservation of the Property and other related documents. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF EAGLE, STATE OF COLORADO: THAT, the Board authorizes any Commissioner to execute on its behalf any and all necessary documents, instruments, papers or other forms necessary to permanently preserve and conserve the Property and to obtain the various public access easements contemplated herein at such time as all closing and grant conditions are satisfied. Such Documents will be executed in a form substantially similar to the attachments and may include the following documents: 1. Public Access and Parkin g Agreement A eement for the Bull Gulch Trailhead on Colorado River Ranch between River Ranch, LLC and Eagle County, attached g Y� hereto as Exhibit A. 2. Public Access and Parking Easement Agreement for Colorado River Ranch River Access Site between River Ranch, LLC and Eagle County Colorado attached hereto as Exhibit B. 3. Public Access and Parking Area Agreement for the Colorado River Ranch School Site between River Ranch, LLC and Eagle County, Colorado attached hereto as Exhibit C. 4. Form of Conservation Easement between River Ranch, LLC and Colorado Open Lands (will not be signed by Eagle County) attached hereto as Exhibit D. 5. Assignment Rider Agreement between Eagle County, Colorado and the Union Pacific Railroad Company attached hereto as Exhibit E. 6. Management Plan dated October 3, 2012 attached hereto as Exhibit F. 7. Any other necessary documents which in the opinion of staff are required or desirable. THAT, the Board of County Commissioners finds, determines and declares that this Resolution is necessary for the public health, safety and welfare of the citizens of the County of Eagle, State of Colorado. [Rest of Page Intentionally Left Blank] MOVED, READ AND ADOPTED by the Board of County Commissioners of the County of Eagle, State of Colorado, at its regular meeting held this / / day of �C� 2012. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS ATTEST: 4 ituate +‘ Clerk to the Board of * 9a ' ` , ` Pete . unyon ���/ County Commissioners C airman �i, AK% 1 Jon Si. -� Co 1 I ner _II _I l L,,�. Sara J. Fisher Commissioner Commissioner seconded adoption of the foregoing resolution. The roll ---7 having been called, the vote was as follows: Commissioner Runyon / Commissioner Stavney / j Commissioner Fisher I - This resolution passed by � /Q vote of the Board of County Commissioners of the County of Eagle, State of Colorado. PUBLIC ACCESS AND PARKING EASEMENT AGREEMENT FOR BULL GULCH TRAILHEAD ON COLORADO RIVER RANCH BETWEEN RIVER RANCH, LLC AND EAGLE COUNTY, COLORADO THIS PUBLIC ACCESS AND PARKING EASEMENT AGREEMENT (this "Agreement ") is granted on this day of , 20_, by RIVER RANCH, LLC a Colorado limited liability company, with an address of c/o John P. Lichtenegger, Manager, 2480 East Main Street, Jackson, Missouri, 63755 ( "Grantor "), to the COUNTY OF EAGLE, STATE OF COLORADO, whose address is P.O. Box 850, Eagle, Colorado 81631 ( "Grantee "), collectively, the "Parties ". RECITALS: A. Grantor is the owner of real property located in Eagle County, State of Colorado, consisting of approximately 1017 acres, more particularly described on Exhibit A, attached hereto and made a part hereof (the "Property "). B. Grantor intends to convey to Colorado Open Lands by separate document a deed of conservation easement on the Property. C. The Parties desire to provide public access and parking on a portion of the Property for the use and enjoyment of the public as set forth herein and consistent with the terms of the deed of conservation easement. This Agreement is referred to as "Easement A" in the deed of conservation easement. EASEMENT: NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, Grantor and Grantee mutually agree as follows: 1. Grant of Easement. Grantor hereby grants to Grantee for the benefit of the public a perpetual, irrevocable and non - exclusive easement on the Property, consisting of an area two acres in size for public parking, public restrooms and a trail head for access to adjacent BLM property. The easement area is described on Exhibit B, attached hereto and made a part hereof ( "Bull Gulch Parking and Access Easement Area "). The Bull Gulch Parking and Access Easement Area may be used for public parking, restrooms and a trail head for access to adjacent BLM property and uses appurtenant thereto as set forth in paragraph 2(a) through (0 hereof. Access to the Bull Gulch Parking and Access Easement Area shall be on BLM Road 8479. In the event the BLM should vacate or close BLM Road 8479 Grantor shall grant an access easement along or adjacent to BLM Road 8479 to ensure access to the Bull Gulch Parking and Access Easement Area. ,tAA 2. Rights of Grantee. a. Grantee has the right, but not the obligation, to construct a public parking area within the Bull Gulch Parking and Access Easement Area. Grantee may surface and/or resurface the parking area with gravel or a similar material and may include necessary drainage control features when such parking area is constructed, repaired or replaced. Further, Grantee may install a post and rail or other wildlife friendly fence to contain the parking area. Grantee shall provide Grantor with thirty (30) days advance written notice of its intent to construct the public parking or fencing. b. Grantee has the right, but not the obligation, to construct or install temporary and/or permanent public restrooms within the Bull Gulch Parking and Access Easement Area. Grantee shall provide Grantor with thirty (30) days' advance written notice of its intent to construct or install temporary or permanent public restrooms. Grantor and Grantee shall agree in writing to the duration of placement of temporary public restrooms within the Bull Gulch Parking and Access Easement Area prior to such placement. c. Grantee has the right, but not the obligation, to install benches, picnic tables and trash cans within the Bull Gulch Parking and Access Easement Area. d. Grantee may install signs within the Bull Gulch Parking and Access Easement Area to identify the Property as being subject to this Agreement. Grantee may install a sign or signs within the Bull Gulch Parking and Access Easement Area which sign(s) may include interpretative, directional or regulatory information. Further, Grantee may install signage on Colorado River Road (outside of the Bull Gulch Parking and Access Easement Area) making known the existence of the public parking area and trail head. Upon installation of a parking area as set forth in paragraph 2(a) above, Grantee shall install signs to indicate no camping in the Bull Gulch Parking and Access Easement Area. e. The parking area within the Bull Gulch Parking and Access Easement Area shall be open year round. Overnight parking may be allowed within the Bull Gulch Parking and Access Easement Area in Grantee's sole discretion. Notwithstanding anything to the contrary herein, Grantee may establish rules and regulations to govern the use by the public of the Bull Gulch Parking and Access Easement Area to include but not be limited to, periodic or temporary closures or other hours of operation. Grantee shall provide Grantor with fifteen (15) days written notice of any closure or change in hours provided that such closure or change in hours shall not interfere with Grantor's use of the Bull Gulch Parking and Access Easement Area or its participation in the Colorado Parks and Wildlife Hunter Access Program. f. In the event the BLM should vacate or close BLM Road 8479 and alternative access is provided as set forth in paragraph 1 hereof, Grantee shall have the right but not the obligation to construct, install, maintain, repair and replace such alternative access including surfacing or resurfacing with gravel or a similar material and may include necessary drainage control features. 3. Maintenance. Grantee or any entity authorized by Grantee, shall be responsible for repair, replacement and maintenance of any parking area, fencing, restrooms, signage, benches, picnic tables or trash cans installed by Grantee within the Bull Gulch Parking and Access Easement Area. 4. Rights of Grantor. Grantor shall have the rights accorded to the general public and as set forth in paragraph 2(e) to use the Bull Gulch Parking and Access Easement Area. 5. No Liability. Grantor shall have all of the protections available to it under Colorado law. Grantee shall have all protections available to it under Colorado law and Grantee does not waive or intend to waive the limitations on liability which are provided to it under the Colorado Governmental Immunity Act, C.R.S. § 24 -10 -101 et. seq. 6. Recording. This Agreement shall be recorded in the records of the Eagle County Clerk and Recorder's Office. 7. Governing Law and Venue. It is the intention of the Parties hereto that all questions with respect to the construction and interpretation of this Agreement and the rights and liabilities of the Parties hereunder shall be determined in accordance with the laws of the State of Colorado. Venue shall be in the District Court of Eagle County, Colorado. 8. Annual Appropriations. All financial obligations of Grantee set forth in this Agreement are subject to annual appropriation pursuant to C.R.S. § 29 -1 -110, as amended. 9. Notice. All notices or other communications made pursuant hereto shall be in writing and shall be deemed properly delivered, given or served (i) when personally delivered, or (ii) two (2) calendar days after being deposited in the United States mail, certified or registered, postage prepaid, return receipt requested, (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide a facsimile machine or other confirmation showing the date, time, and receiving facsimile number for the transmission. Either party may change its address for the purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. EAGLE COUNTY: Eagle County, Colorado 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970 - 328 -8605 Facsimile: 970 - 328 -8629 And a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8685 Facsimile: 970 - 328 -8699 River Ranch, LLC: c/o John P. Lichtenegger, Manager 2480 East Main Street Jackson, Missouri 63755 Telephone: 573-243-8463 Facsimile: 573-243-3946 10. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law; provided, however, if any provision of this Agreement shall be invalid or prohibited under applicable law, such provision shall be ineffective to the extent of such invalidity or prohibition without invalidating the remaining provisions of this Agreement. 11. Assignment. Neither Grantor nor Grantee may assign any of its rights and obligations under this Agreement to any other person or entity without the prior written permission of the other. Such permission shall not be unreasonably withheld. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 12. Warranty of Title. Grantor hereby represents that it is the record owner of the Property upon which the easement is granted and has the full power and authority to execute this Agreement. Further, Grantor warrants title to the easement granted herein. 13. Modifications. The Parties agree that any modifications of this Agreement shall be effective only when made in writing signed by both parties and recorded with the Clerk and Recorder of Eagle County, Colorado. 14. No Third Party Beneficiary. Notwithstanding anything to the contrary herein, this Agreement is entered into by and between Grantor and Grantee and their successors and assigns and is also for the benefit of Colorado Open Lands and the State Board of the Great Outdoors Colorado Trust Fund. Other than the parties expressly identified in this paragraph 14, this Agreement does not create rights and responsibilities in any third parties. Further, nothing in this Agreement shall be construed as requiring Grantor or Grantee to maintain the Bull Gulch Parking and Access Easement Area to any particular standard for the public. IN WITNESS WHEREOF, Grantor and Grantee, intending to legally bind themselves, have set their hands on the date first written above. GRANTOR: RIVER RANCH, LLC, a Colorado limited liability company By: Name: Title: STATE OF ) )ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 20, by as of River Ranch, LLC, a Colorado limited liability company. Witness my hand and official seal. • My commission expires: Notary Public GRANTEE: EAGLE COUNTY, STATE OF COLORADO By and through its Board of County Commissioners By: Peter F. Runyon, Chairman STATE OF COLORADO ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 20 , by Peter F. Runyon, as Chairman of the Board of County Commissioners of the County of Eagle, State of Colorado. Witness my hand and official seal. My commission expires: Notary Public Exhibit A Legal Description of the Property The Property is located in the County of Eagle, State of Colorado, and is described as follows: Township 3 South, Range 86 West, 6 P.M.: Tracts 42, 43, 49, 50, 52, 53 and 54. • Also, a tract of land situate in Tract No. 42 -A, described as follows: Beginning at a corner No. 3 of said Tract No. 42 -A, thence Easterly along the Southerly line of Tract 42 -A 1137.4 feet; Thence North 00 degrees 43' East 555.55 feet; Thence North 33 degrees 41'West 43.5 feet; Thence 70 degrees 35' West 1187.8 feet to the West line of said Tract No. 42 -A; Thence South along the West line of said Tract, 197 feet, more or less to the point of beginning. And Section 23: Lots 1, 5 and 6. Section 24: Lot 3 and the Southwest Quarter of the Northwest Quarter. Excepting Tracts (Aland conveyed to the Denver and Salt Lake Western Railroad Company as particularly described in documents recorded in Book 116 at Page 176, in Book 116 at Page 198, in Book 116 at Page 196, in Book 82 at page 554, in Book 116 at Page 210, in Book 116 at Page 165, and in Book 114 at Page 385 of the Eagle County records. _ Also excepting a parcel of land described in a Deed to the County of Eagle recorded in Book 135 at Page 167 of the Eagle County records, County of Eagle, State of Colorado. Exhibit B Description of Bull Gulch Parking and Access Easement Area Engineering Department g Ph one: (970) 328 -3560 Ea PO . B County 850 FAX: (970) 328 -8789 A 500 Broadway www.eaglecounty.us Eagle, CO 81631 EAGLE COUNTY BULL GULCH PARKING AND ACCESS EASEMENT AREA September 5, 2012 A description of an open space vehicle and pedestrian easement located in part of the SW1 /4 -NW1 /4 of Section 24, T3S, R86W of the 6th P.M., in Eagle County, Colorado. LEGAL DESCRIPTION An open space easement located in part of the SW1 /4 -NW1 /4 of Section 24, T3S, R86W of the 6th P.M., in Eagle County, Colorado, said easement described as follows: COMMENCING at the CW1 /16th Corner of said Section 24, from which the W 1/4 Corner of said Section 24 bears S00 °01'53 "W, 1319.11 feet (Basis of Bearing), thence N89 °58'04 "W, 455.76 feet along the Easterly Line of said SW1 /4 -NW1 /4 to the TRUE POINT OF BEGINNING ; Thence continued N89 °58'04 "W, 183.53 feet along the Easterly Line of said SW1 /4- NW1 /4; Thence leaving said Easterly Line N69 °25'56 "W, 373.56 feet; Thence S89 °58'04 "W, 314.25 feet; Thence N00 °01'53 "E, 349.94 feet to the Easterly of said SW1 /4 -NW1 /4 and said POINT OF BEGINNING. t Access will be gained to said easement by usage of existing BLM road 8479. \,00 111H11 /0 , 4% ' ' RE ix / /'% f i ? a Sincerely, ` + P' " ;` y NOTICE: According to Colorado law you must / . 4 5 a commence any legal action based upon any defect in this _ o survey within three years after you first discovered such = defect. In no event, may any action based upon any `O�• 0 C' lZ+ yam Kelly Miller, ?+' defect in this survey be commenced more than ten years , ii; A from the date of the certification shown hereon. Eagle County itly0r'p,IV 0' ` File: Bull Gulch OS Ease Project: CRROS m rn Z�m c „ i N 0 m N Z t A co<oN OOR� // -RROq D E cj a m a G 243 t �- ego 7 o v o _ r E.), - Uz p m i w . a K n € S89° 58' 04 "E A BEIM m 0 - * n ° `'I p D 0 (-) C - m O c) @D A Z A m 1 c" �m -o r 'zii . v p 0 0 pp $ C C? O EAST LINE OF THE -NW1 /4 A A 0 < 455.76 183.53' 1767.59' N89° 58' 04"W N89° 58' 04 N89° 58' 04 "W — w D W r m. z Z 0 (n n D _ / � r / a m rn 0 i I ; . BULL GULCH P ARKING AND NO. DATE REVISION 500 BROADWAY P.O. BOX 850 v o ACCESS E ENGINEERING EAGLE DEPA COUNTY RTMENT _ li �i l , m m e , SECTION 24, T35, R86W _ 970 328 -3580 FAX ' 1 "' COLOR RIVER RANCH EAGLE AX 970 328 -8789 ISSUED: 05-21 -12 DRAWN: KLN CHECKED: DM ' GU COUNTY PUBLIC ACCESS AND PARKING EASEMENT AGREEMENT FOR COLORADO RIVER RANCH RIVER ACCESS SITE BETWEEN RIVER RANCH, LLC AND EAGLE COUNTY, COLORADO THIS PUBLIC ACCESS AND PARKING EASEMENT AGREEMENT (this "Agreement ") is granted on this day of , 20_, by RIVER RANCH, LLC a Colorado limited liability company, with an address of c/o John P. Lichtenegger, Manager, 2480 East Main Street, Jackson, Missouri, 63755 ( "Grantor "), to the COUNTY OF EAGLE, STATE OF COLORADO, whose address is P.O. Box 850, Eagle, Colorado 81631 ( "Grantee "), collectively, the "Parties ". RECITALS: A. Grantor is the owner of real property located in Eagle County, State of Colorado, consisting of approximately 1017 acres, more particularly described on Exhibit A, attached hereto and made a part hereof (the "Property "). B. Grantor intends to convey to Colorado Open Lands by separate document a deed of conservation easement on the Property. C. A portion of the River Access Easement Area (defined below) is subject to an Agreement between the Union Pacific Railroad Company and River Ranch, LLC d/b /a Colorado River Ranch covering construction, maintenance and use of an access road beneath an existing railroad bridge at railroad milepost 156.06- Glenwood Springs Subdivision DOT NO. 440 -486T ( "Railroad Agreement"). The Railroad Agreement is recorded in the real property records of Eagle County, Colorado at reception number 201120660. The parties by separate document have assigned the rights and obligations of Grantor under that Railroad Agreement to Grantee. D. The Parties desire to provide public access, parking and a boat launch on a portion of the Property for the use and enjoyment of the public as set forth herein and consistent with the terms of the deed of conservation easement. This Agreement is referred to as "Easement B" in the deed of conservation easement. EASEMENT: NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, Grantor and Grantee mutually agree as follows: 1. Grant of Easement. Grantor hereby grants to Grantee for the benefit of the public a perpetual, irrevocable and non - exclusive easement on the Property, consisting of an access road fifty (50) feet in width to access a parking area that is two acres in size. The two acre area includes access to the Colorado River for a boat launch, all of which are described on Exhibit B, attached hereto and made a part hereof ( "River Access Easement Area "). The River Access Easement Area may be used for public access to the Colorado River, public parking, restrooms and a boat launch and uses appurtenant thereto as set forth in paragraph 2(a) through (h) hereof. 2. Rights of Grantee. a. Grantee has the right, but not the obligation, to improve, widen the existing access road, or construct an access road, public parking area and public boat launch in the area described on Exhibit B. Such access road, parking area and access to the boat launch may be surfaced and/or resurfaced with gravel or a similar material and may include necessary drainage control features when such road, parking area and access are constructed, repaired or replaced. Further, at such time as the parking area and access are constructed, Grantee shall install a post and rail or other wildlife friendly fence on the north and east side of the parking area and along the access road. Grantee shall provide Grantor with thirty (30) days advance written notice of its intent to improve, widen and/or construct the access road, public parking, access to the boat launch or fencing. b. Grantee has the right, but not the obligation, to construct and install a boat launch of concrete or a similar material within the River Access Easement Area. Grantee shall provide Grantor with thirty (30) days advance written notice of its intent to construct the public boat launch. Further, Grantee has the right, but not the obligation to install a fee collection box within the River Access Easement Area. Any fees collected shall be the property of Grantee. c. Grantee has the right, but not the obligation, to construct or install temporary and/or permanent public restrooms within the River Access Easement Area. Grantee shall provide Grantor with thirty (30) days advance written notice of its intent to construct or install temporary or permanent public restrooms. Grantor and Grantee shall agree in writing to the duration of placement of temporary public restrooms within the River Access Easement Area prior to such placement. d. Grantee has the right, but not the obligation, to construct or install, maintain, repair and replace underground utilities (water, sewer, electric and gas) within the River Access Easement Area to serve any restrooms that may be installed by Grantee. e. Grantee has the right, but not the obligation, to install benches, picnic tables and trash cans within the River Access Easement Area. f. Grantee may install signs within the River Access Easement Area to identify the Property as being subject to this Agreement. Grantee may install a sign or signs within the River Access Easement Area which sign(s) may include interpretative, directional or regulatory information. Further, Grantee may install signage on Colorado River Road (outside of the River Access Easement Area) making known the existence of the public parking area and boat launch. g. Public use of the River Access Easement Area shall be signed for operation one- half hour before sunrise through one -half hour after sunset. The River Access Easement Area shall be available for public use year round. No overnight camping will be allowed within the River Access Easement Area. Overnight parking may be allowed within the River Access Easement Area in Grantee's sole discretion. Fishing by the public shall be allowed within the River Access Easement Area. Notwithstanding anything to the contrary herein, Grantee may establish rules and regulations to govern the use by the public of the River Access Easement Area to include but not be limited to, periodic or temporary closures or other hours of operation. Grantee shall provide Grantor with fifteen (15) days written notice of any closure or change in the hours provided that such closure or change in hours shall not interfere with Grantor's use of the River Access Easement Area or its participation in the Colorado Parks and Wildlife Hunter Access Program. h. Grantee may construct, maintain, repair and replace protective improvements within the River Access Easement Area to protect the rail road trestle as identified in the Railroad Agreement to include, but not be limited to, fencing, cattle panels, structure support posts, steel or concrete bollards, guard rails, cross bars, signage and mirrors. 3. Maintenance. Grantee or any entity authorized by Grantee, shall be responsible for repair, replacement and maintenance of any parking area, boat launch, fencing, utilities, restrooms, signage, benches, picnic tables, fee collection box or trash cans, installed by Grantee within the River Access Easement Area. 4. Rights of Grantor. Grantor shall have the rights accorded to the general public and as set forth in paragraph 2(g) to use the River Access Easement Area. Grantor shall not be required to pay any fees implemented by Grantee for public use of the River Access Easement Area. Further, Grantor retains and shall have the right to use the access road described herein and a fifty foot (50') wide strip of land parallel to the north/south line of the River Access Easement for all ranch and agricultural purposes. 5. No Liability. Grantor shall have all of the protections available to it under Colorado law. Grantee shall have all protections available to it under Colorado law and Grantee does not waive or intend to waive the limitations on liability which are provided to it under the Colorado Governmental Immunity Act, C.R.S. § 24 -10 -101 et. seq. 6. Recording. This Agreement shall be recorded in the records of the Eagle County Clerk and Recorder's Office. 7. Governing Law and Venue. It is the intention of the Parties hereto that all questions with respect to the construction and interpretation of this Agreement and the rights and liabilities of the Parties hereunder shall be determined in accordance with the laws of the State of Colorado. Venue shall be in the District Court of Eagle County, Colorado. 8. Annual Appropriations. All financial obligations of Grantee set forth in this Agreement are subject to annual appropriation pursuant to C.R.S. § 29 -1 -110, as amended. 9. Notice. All notices or other communications made pursuant hereto shall be in writing and shall be deemed properly delivered, given or served (i) when personally delivered, or (ii) two (2) calendar days after being deposited in the United States mail, certified or registered, postage prepaid, return receipt requested, (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide a facsimile machine or other confirmation showing the date, time, and receiving facsimile number for the transmission. Either party may change its address for the purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. EAGLE COUNTY: Eagle County, Colorado 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970 - 328 -8605 Facsimile: 970- 328 -8629 And a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8685 Facsimile: 970 - 328 -8699 River Ranch, LLC: c/o John P. Lichtenegger, Manager 2480 East Main Street Jackson, Missouri 63755 Telephone: 573-243-8463 Facsimile: 573- 243 -3946 10. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law; provided, however, if any provision of this Agreement shall be invalid or prohibited under applicable law, such provision shall be ineffective to the extent of such invalidity or prohibition without invalidating the remaining provisions of this Agreement. 11. Assignment. Neither Grantor nor Grantee may assign any of its rights and obligations under this Agreement to any other person or entity without the prior written permission of the other. Such permission shall not be unreasonably withheld. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 12. Warranty of Title. Grantor hereby represents that it is the record owner of the Property upon which the easement is granted and has the full power and authority to execute this Agreement. Further, Grantor warrants title to the easement granted herein. 13. Modifications. The Parties agree that any modifications of this Agreement shall be effective only when made in writing signed by both parties and recorded with the Clerk and Recorder of Eagle County, Colorado. 14. No Third Party Beneficiary. Notwithstanding anything to the contrary herein, this Agreement is entered into by and between Grantor and Grantee and their successors and assigns and is also for the benefit of Colorado Open Lands and the State Board of the Great Outdoors Colorado Trust Fund. Other than the parties expressly identified in this paragraph 14, this Agreement does not create rights and responsibilities in any third parties. Further, nothing in this Agreement shall be construed as requiring Grantor or Grantee to maintain the River Access Easement Area to any particular standard for the benefit of the public. IN WITNESS WHEREOF, Grantor and Grantee, intending to legally bind themselves, have set their hands on the date first written above. GRANTOR: RIVER RANCH, LLC, a Colorado limited liability company By: Name: Title: STATE OF ) )ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 20_, by as of River Ranch, LLC, a Colorado limited liability company. Witness my hand and official seal. My commission expires: Notary Public GRANTEE: EAGLE COUNTY, STATE OF COLORADO By and through its Board of County Commissioners By: Peter F. Runyon, Chairman STATE OF COLORADO ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 20 , by Peter F. Runyon, as Chairman of the Board of County Commissioners of the County of Eagle, State of Colorado. Witness my hand and official seal. My commission expires: Notary Public Exhibit A Legal Description of the Property The Property is located in the County of Eagle, State of Colorado, and is described as follows: Township 3 South, Range 86 West, 6 P.M.: Tracts 42, 43, 49, 50, 52, 53 and 54. • Also, a tract of land situate in Tract No. 42 -A, described as follows: Beginning at a corner No. 3 of said Tract No. 42 -A, thence Easterly along the Southerly line of Tract 42 -A 1137.4 feet; Thence North 00 degrees 43' East 555.55 feet; Thence North 33 degrees 41'West 43.5 feet; Thence 70 degrees 35' West 1187.8 feet to the West line of said Tract No. 42 -A; Thence South along the West line of said Tract, 197 feet, more or less to the point of beginning. And Section 23: Lots 1, 5 and 6. Section 24: Lot 3 and the Southwest Quarter of the Northwest Quarter. Excepting Tracts of land conveyed to the Denver and Salt Lake Western Railroad Company as particularly described in documents recorded in Book 116 at Page 176, in Book 116 at Page 198, in Book 116 at Page 196, in Book 82 at page 554, in Book 116 at Page 210, in Book 116 at Page 165, and in Book 114 at Page 385 of the Eagle County records. Also excepting a parcel of land described in a Deed to the County of Eagle recorded in Book 135 at Page 167 of the Eagle County records, County of Eagle, State of Colorado. Exhibit B Description of River Access Easement Area III Engineering Department Eagle County Phone: (970) 328 -3560 P.O. Box 850 FAX: (970) 328 -8789 500 Broadway www.eaglecounty.us 411i Eagle, CO 81631 EAGLE COUNTY RIVER VER A CCESS EASEMENT AREA September 5, 2012 A description of an open space vehicle, boat and pedestrian easement located in part of Tract 54, T3S, R86W of the 6th P.M., in Eagle County, Colorado. LEGAL DESCRIPTION An open space easement located in part of Tract 54, T3S, R86W of the 6th P.M., in Eagle County, Colorado, said easement described as follows: COMMENCING at Closing Corner on the most Southerly Line of said Tract 54, T3S, R86W, from which AP -6 of said Tract 54 bears S89 °50'19 "E, 2439.93 feet (Basis of Bearing), thence N53 °35'23 "E, 795.33 feet to the TRUE POINT OF BEGINNING ; Thence N20 °55'35 "E, 187.14 feet; Thence N52 °07'50 "W, 346.80 feet; Thence S21 °27'12 "W, 335.41 feet; Thence S77 °05'42 "E, 338.14 feet to the TRUE POINT OF BEGINNING. Together with an access easement described as follows: LEGAL DESCRIPTION A 50 foot wide open space access easement located in part of Tract 54, T3S, R86W of the 6th P.M., in Eagle County, Colorado, the center line of said access easement described as follows: COMMENCING at Closing Corner on the most Southerly Line of said Tract 54, T3S, R86W, from which AP -6 of said Tract 54 bears S89 °50'19 "E, 2439.93 feet (Basis of Bearing), thence N53 °35'23 "E, 795.33 feet, thence N20 °55'35 "E, 30.26 feet to the POINT OF BEGINNING of said center line; Thence S77 °29'59 "E, 155.52 feet; Thence S54 °59'56 "E, 63.05 feet; Thence S61 °45'14 "E, 84.68 feet; Thence S83 °27'02 "E, 107.75 feet to a curve to the right; Thence Southeasterly, 43.47 feet along the arc of said curve to a point tangent, said arc having a radius of 75.00 feet, a central angle of 33 °12'31 ", and being subtended by a chord that bears S66 °50'46 "E, 42.86 feet; Thence S50 °14'31 "E, 393.45 feet; Thence S68 °50'29 "E, 86.70 feet to a curve to the left; Thence Northeasterly, 107.84 feet along the arc of said curve to a point tangent, said arc having a radius of 125.00 feet, a central angle of 49 °25'52 ", and being subtended by a chord that bears N86 °26'35 "W, 104.53 feet; Thence N61 °43'39 "E, 112.24 feet to a curve to the right; Thence Southeasterly, 94.17 feet along the arc of said curve to a point tangent, said arc having a radius of 75.00 feet, a central angle of 71 °56'19 ", and being subtended by a chord that bears S82 °18'11 "E, 88.10 feet; Thence S46 °20'02 "E, 43.93 feet to the Westerly Right -of -way Line of Colorado River Road and said center line there terminating. 0 , 0 11 0 t O l t Sincerely, �., NOTICE: According to Colorado law you must '° = 3�79 - _ c = commence any legal action based upon any defect in this = 0 survey within three years after you first discovered such : w defect. In no event, may any action based upon any % ro ^ (7� defect in this survey be commenced more than ten years Kelly Mille c � �� from the date of the certification shown hereon. Eagle County ' t /ilyot W „�C`�' File: Boat Land OS Ease Project: CRROS Page 2 i r K \ �R { i n, \ ' \ \ 1P1 o mz c A \ a 327, D, \ti � "",4 „ C”) ' N \ • CI q7" 47 A 14 \ (t 1c \' N n 2 2 S a 4 g mg . oo m g P$ \ g u \ w�2, = �WO N<q \g \\ rn Z1 W Q il u Q 0 V. P' N A N m \\ gg R . ‹ olP o o ;Rim \ d 5`° w I r CA m o al N C F ,ts, � �� j i ' O pp 6 " ;J '' II ; � 3 . ,.... / ...... / \ I N IV II I m C VC. / O Nm O Do r i to I p �� N ZS i m A m 'VN% / \ \ I 4� 9 a6V • \ /' rPOO \ ��. % �� .. Tilt. \ \ pp I i , - , gti , 0 - N 02 \ Al �.V lam- O n • r�� W \ . - io O 44 / g ni 1 I. c 3 `� ■ I I 't�J N g i l l J , \, y, / . o, m g O 1 ' 111 / 8 \\ RIVER ACCESS EASEMENT AREA No. DATE REVISION EAGLE COUNTY MI I — 4 3 dj . 1 0&05./2 NOTE FOR 30' WIDE EASEMENT R o = , r TRACT 54, T3S, R86W ENGINEERING DEPARTMENT 2 COLORADO RIVER RANCH F.o. sox LE , CO 81831 AV 'dae: y5 LE, C0 81631 'N 1 — 970 328 -3560 FAX 970 328.8789 _ - ISSUED: 013.27 -12 DRAWN: KIM CHECKED: DM ' CL4 COUNTY PUBLIC ACCESS AND PARKING EASEMENT AGREEMENT FOR COLORADO RIVER RANCH SCHOOL SITE BETWEEN RIVER RANCH, LLC AND EAGLE COUNTY, COLORADO THIS PUBLIC ACCESS AND PARKING EASEMENT AGREEMENT (this "Agreement ") is granted on this day of , 20_, by RIVER RANCH, LLC a Colorado limited liability company, with an address of c/o John P. Lichtenegger, Manager, 2480 East Main Street, Jackson, Missouri, 63755 ( "Grantor "), to the COUNTY OF EAGLE, STATE OF COLORADO, whose address is P.O. Box 850, Eagle, Colorado 81631 ( "Grantee "), collectively, the "Parties ". RECITALS: A. Grantor is the owner of real property located in Eagle County, State of Colorado, consisting of approximately 1017 acres, more particularly described on Exhibit A, attached hereto and made a part hereof (the "Property "). B. Grantor intends to convey to Colorado Open Lands by separate document a deed of conservation easement on the Property. C. The Parties desire to provide public access and parking on a portion of the Property for the use and enjoyment of the public as set forth herein and consistent with the terms of the deed of conservation easement. This Agreement is referred to as "Easement C" in the deed of conservation easement. EASEMENT: NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, Grantor and Grantee mutually agree as follows: 1. Grant of Easement. Grantor hereby grants to Grantee for the benefit of the public a perpetual, irrevocable and non - exclusive easement on the Property, consisting of an area one acre in size for public parking and a trail, such trail being 10 feet in width and for non- motorized pedestrian use only, to the Colorado River Ranch School which is described on Exhibit B, attached hereto and made a part hereof ( "School Parking and Access Easement Area "). The School Parking and Access Easement Area may be used for public parking, restrooms, access and educational opportunities at the Colorado River Ranch School and other recreation uses of the Property and uses appurtenant thereto as set forth in paragraph 2(a) through (e) hereof. 2. Rights of Grantee. a. Grantee has the right, but not the obligation, to construct a public parking area and trail to the Colorado River Ranch School in the area described on Exhibit B. Such parking area and trail may be surfaced and /or resurfaced with gravel or a similar material and may include necessary drainage control features when such parking lot is constructed, repaired or replaced. Further, Grantee may install a post and rail or other wildlife friendly fence to contain the parking area and trail. Grantee shall provide Grantor with thirty (30) days advance written notice of its intent to construct the public parking, trail or fencing. b. Grantee has the right, but not the obligation, to construct or install temporary and/or permanent public restrooms within the School Parking and Access Easement Area. Grantee also has the right, but not the obligation, to construct or install, maintain, repair and replace underground utilities (water, sewer, electric and gas) within the School Parking and Access Easement Area to serve permanent public restrooms that may be installed. Grantee shall provide Grantor with thirty (30) days advance written notice of its intent to construct or install temporary or permanent public restrooms. Grantor and Grantee shall agree in writing to the duration of placement of temporary public restrooms within the School Parking and Access Easement Area prior to such placement. c. Grantee has the right, but not the obligation, to install benches, picnic tables and a trash can within the School Parking and Access Easement Area. d. Grantee may install signs within the School Parking and Access Easement Area to • identify the Property as being subject to this Agreement. Grantee may install a sign or signs within the School Parking and Access Easement Area which sign(s) may include interpretative, directional or regulatory information. Further, Grantee may install signage on Colorado River Road (outside of the School Parking and Access Easement Area) making known the existence of the public parking area and school house. e. Public use of the School Parking and Access Easement Area shall be signed for operation for one -half hour before sunrise through one -half hour after sunset. The School Parking and Access Easement Area shall be available for public use year round. No overnight camping will be allowed within the School Parking and Access Easement Area. Notwithstanding anything to the contrary herein, Grantee may establish rules and regulations to govern the use by the public of the School Parking and Access Easement Area to include but not be limited to periodic or temporary closures or other hours of operation. Grantee shall provide Grantor with fifteen (15) days written notice of any closure or change in hours provided that any such closure or change in hours shall not interfere with Grantor's use of the School Parking and Access Easement Area. 3. Maintenance. Grantee or any entity authorized by Grantee, shall be responsible for repair, replacement and maintenance of any parking area, trail, fencing, restrooms, utilities, signage, benches, picnic tables or trash can, installed by Grantee within the School Parking and Access Easement Area. Grantee shall not be responsible for any costs associated with the school house building, including but not limited to, restoration and maintenance. 4. Rights of Grantor. Grantor shall have the rights accorded to the general public and as set forth in paragraph 2(e) to use the School Parking and Access Easement Area. 5. No Liability. Grantor shall have all of the protections available to it under Colorado law. Grantee shall have all protections available to it under Colorado law and Grantee does not waive or intend to waive the limitations on liability which are provided to it under the Colorado Governmental Immunity Act, C.R.S. § 24 -10 -101 et. seq. 6. Recording. This Agreement shall be recorded in the records of the Eagle County Clerk and Recorder's Office. 7. Governing Law and Venue. It is the intention of the Parties hereto that all questions with respect to the construction and interpretation of this Agreement and the rights and liabilities of the Parties hereunder shall be determined in accordance with the laws of the State of Colorado. Venue shall be in the District Court of Eagle County, Colorado. 8. Annual Appropriations All financial obligations of Grantee set forth in this Agreement are subject to annual appropriation pursuant to C.R.S. § 29 -1 -110, as amended. 9. Notice. All notices or other communications made pursuant hereto shall be in writing and shall be deemed properly delivered, given or served (i) when personally delivered, or (ii) two (2) calendar days after being deposited in the United States mail, certified or registered, postage prepaid, return receipt requested, (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide a facsimile machine or other confirmation showing the date, time, and receiving facsimile number for the transmission. Either party may change its address for the purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. EAGLE COUNTY: Eagle County, Colorado 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970 - 328 -8605 Facsimile: 970- 328 -8629 And a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970- 328 -8685 Facsimile:. 970 - 328 -8699 River Ranch, LLC: c/o John P. Lichtenegger, Manager 2480 East Main Street Jackson, Missouri 63755 Telephone: 573-243-8463 Facsimile: 573-243-3946 10. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law; provided, however, if any provision of this Agreement shall be invalid or prohibited under applicable law, such provision shall be ineffective to the extent of such invalidity or prohibition without invalidating the remaining provisions of this Agreement. 11. Assignment. Neither Grantor nor Grantee may assign any of its rights and obligations under this Agreement to any other person or entity without the prior written permission of the other. Such permission shall not be unreasonably withheld. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 12. Warranty of Title. Grantor hereby represents that it is the record owner of the Property upon which the easement is granted and has the full power and authority to execute this Agreement. Further, Grantor warrants title to the easement granted herein. 13. Modifications. The Parties agree that any modifications of this Agreement shall be effective only when made in writing signed by both parties and recorded with the Clerk and Recorder of Eagle County, Colorado. 14. No Third Parry Beneficiary. Notwithstanding anything to the contrary herein, this Agreement is entered into by and between Grantor and Grantee and their successors and assigns and is also for the benefit of Colorado Open lands and the State Board of the Great Outdoors Colorado Trust Fund. Other than the parties expressly identified in this paragraph 14, this Agreement does not create rights and responsibilities in any third parties. Further, nothing in this Agreement shall be construed as requiring Grantor or Grantee to maintain the School Parking and Access Easement Area to any particular standard for the benefit of the public. IN WITNESS WHEREOF, Grantor and Grantee, intending to legally bind themselves, have set their hands on the date first written above. GRANTOR: RIVER RANCH, LLC, a Colorado limited liability company By: Name: Title: STATE OF ) )ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 20_, by as of River Ranch, LLC, a Colorado limited liability company. Witness my hand and official seal. My commission expires: Notary Public GRANTEE: EAGLE COUNTY, STATE OF COLORADO By and through its Board of County Commissioners By: Peter F. Runyon, Chairman STATE OF COLORADO ) COUNTY OF ) ss. The foregoing instrument was acknowledged before me this day of , 20 , by Peter F. Runyon, as Chairman of the Board of County Commissioners of the County of Eagle, State of Colorado. Witness my hand and official seal. My commission expires: Notary Public Exhibit A • Legal Description of the Property The Property is located in the County of Eagle, State of Colorado, and is described as follows: Township 3 South, Range 86 West, 6 P.M.: Tracts 42, 43, 49, 50, 52, 53 and 54. Also, a tract of land situate in Tract No. 42 -A, described as follows: Beginning at a corner No. 3 of said Tract No. 42 -A, thence Easterly along the Southerly line of Tract 42 -A 1137.4 feet; Thence North 00 degrees 43' East 555.55 feet; Thence North 33 degrees 41'West 43.5 feet; Thence 70 degrees 35' West 1187.8 feet to the West line of said Tract No. 42 -A; Thence South along the West line of said Tract, 197 feet, more or less to the point of beginning. And Section 23: Lots 1, 5 and 6. Section 24: Lot 3 and the Southwest Quarter of the Northwest Quarter. Excepting Tracts of land conveyed to the Denver and Salt Lake Western Railroad Company as particularly described in documents recorded in Book 116 at Page 176, in Book 116 at Page 198, in Book 116 at Page 196, in Book 82 at page 554, in Book 116 at Page 210, in Book 116 at Page 165, and in Book 114 at Page 385 of the Eagle County records. Also excepting a parcel of land described in a Deed to the County of Eagle recorded in Book 135 at Page 167 of the Eagle County records, County of Eagle, State of Colorado. Exhibit B Description of School Parking and Access Easement Area Engineering Department Eagle County Phone: (970) 328 -3560 P.O. Box 850 FAX: (970) 328 -8789 500 Broadway www.eaglecounty.us Eagle, CO 81631 EAGLE COUNTY SCHOOL PARKING AND ACCESS EASEMENT AREA September 5, 2012 A description of an open space easement for parking and pedestrian use for the historic log school house located in part of Tract 53, T3S, R86W of the 6th P.M., in Eagle County, Colorado. LEGAL DESCRIPTION An open space easement located in part of Tract 53, T3S, R86W of the 6th P.M., in Eagle County, Colorado, said easement described as follows: COMMENCING at AP -8 of Tract 53, T3S, R86W, from which AP -7 of said Tract 53 bears N89 °48'57 "W, 1321.31 feet (Basis of Bearing), thence N55 °16'36 "W, 1116.55 feet to the Westerly right of way line of Colorado River Road and the TRUE POINT OF BEGINNING ; Thence N56 °11'05 "W, 152.00 feet; Thence S27 °48'40 "W, 285.25 feet; Thence S68 °08'13 "E, 169.00 feet to said Westerly right of way line of Colorado River Road; Thence Northeasterly, 182.66 feet along said Westerly Right -of -way Line of Colorado River Road along the arc of a curve concave to the Northwest, said arc having a radius of 1582.00 feet, a central angle of 06 °36'56 ", and being subtended by a chord that bear N24 °53'03 "E, 182.56 feet; Thence N21 °34'34 "E, 69.92 feet continued along said Westerly Right -of -way Line of Colorado River Road to the POINT OF BEGINNING. Together with a 10 foot wide pedestrian path easement to the historic log school house, said center line of easement described as follows: COMMENCING at AP -8 of Tract 53, T3S, R86W, from which AP -7 of said Tract 53 bears N89 °48'57 "W, 1321.31 feet (Basis of Bearing), thence N55 °16'36 "W, 1116.55 feet to the westerly right of way line of Colorado River Road, thence N56 °11'05 "W, 134.42 feet to the POINT OF BEGINNING of said center line; SCHOOL PARKING AND ACCESS EASEMENT Thence N33 °44'16 "E, 48.50 feet and said center line there terminating. ,�\�\, Q 011ll I C I!!i, 11, ` ` � R /4'l /I1 %. Sincerely, is. ` ;' , \ � ���' '� NOTICE: According to Colorado law you must ' 1 '° commence any legal action based upon any defect in this c 0 survey within three years after you first discovered such 9, ' y defect. In no event, may any action based upon any % �' �s" r defect in this survey be commenced more than ten years Kelly Mille r,'r� �` from the date of the certification shown hereon. Eagle County , 1/UyOg'AN� ``O` `�. "1/40t l B i ttlt0 File: School House OS Ease Project: CRROS Page 2 i I I I go IK \ I 7 � g s4j ?\ \s °�! �N rn al p \ '72� 3 4 B 7 [ Phi F \ y c; Z \ \ 01 M w 8 = °; O 4m QiPp e f 2 dim lig OH , s D iM C T O 3 N N I ij N m N Ili 26, y r-- \''''''",..70e g 3 ?\ % \ \ F \ / < \ Ep p pq: 3 W / 229.80' EAST LINE OF TRACT 53 2407.52' NO 00' 36"W SO° 09' 29"W IT BEARIND AND DISTANCE TO CORNER 1 TRACT 53 Z KM 2' M BRASS CAP CO tD N MONUMENT ON AI' IRON PIPE Q MAMBO AP - TRACT 53 0 `�' T3S. R&M T Rt r — 1 I I I (I) i I �r = I "' m rn 0 i i i SCHOOL PARKING AND NO. DATE REVISION _ EAGLE COUNTY ENGINEERING DEPARTMENT Mr ' N ACCESS EASEMENT AREA $ 0 m ' P BOX 850, 500 BROADWAY s m TRACT 53, T3S, R86W EAGLE, CO 81831 COLORADO RIVER RANCH 970 328 -3560 FAX 970 328 -8789 - """n IS M: 0527 -12 DRANK: NLM CHECKED: DM E COUNTY i Colorado River Ranch NOTICE: THIS PROPERTY INTEREST HAS BEEN ACQUIRED IN PART WITH GRANT #12611 ( "GRANT ") FROM THE STATE BOARD OF THE GREAT OUTDOORS COLORADO TRUST FUND ( "BOARD ") AND IN PART WITH A GRANT FROM THE BOARD OF COUNTY COMMISSIONERS OF EAGLE COUNTY, COLORADO (THE "COUNTY "). THIS DEED OF CONSERVATION EASEMENT CONTAINS RESTRICTIONS ON THE USE AND DEVELOPMENT OF THE PROPERTY WHICH ARE INTENDED TO PROTECT ITS OPEN SPACE AND OTHER CONSERVATION VALUES. THE BOARD HAS FOUND THAT THIS DEED OF CONSERVATION EASEMENT PROVIDES BENEFITS THAT ARE IN THE PUBLIC INTEREST. DEED OF CONSERVATION EASEMENT 2012 Pursuant to the requirements of Section 13 (Transfer of Property) of this Deed, any time the Property is transferred by Grantor to any third party, Grantor shall pay a fee of /a of 1% of the sale price to Grantee and notify Grantee. THIS DEED OF CONSERVATION EASEMENT ( "Deed ") is granted on this day of , 2012, by RIVER RANCH, LLC, a Colorado Limited Liability Company ( "Grantor "), whose address is c/o Member, John P. Lichtenegger, 2480 East Main Street, Jackson, Missouri 63755, to COLORADO OPEN LANDS, a Colorado non -profit corporation ( "Grantee "), whose address is 274 Union Boulevard, Suite 320, Lakewood, Colorado 80228 (individually a "Party" and collectively the "Parties "). The following exhibits are attached hereto and are incorporated by reference: Exhibit A: Legal Description Exhibit B: Map of Property Exhibit B -1: Map of Bull Gulch Trailhead Easement Exhibit B -2: Map of River Access Site Easement Exhibit B -3: Map of River Ranch School Site Easement Exhibit C: Definition and Measurement of "Height" of Structures Exhibit D: Description of Water Rights Exhibit E: Sample Notice of Transfer of Property RECITALS: A. Description of Property. Grantor is the owner of the fee simple interest in the subject property legally described in Exhibit A and depicted in Exhibit B, consisting of approximately 1017 acres of land, together with existing improvements (as further described in Section 4, Property Improvements, of this Deed), water and mineral ...ns 1 rights owned by Grantor associated with or appurtenant to the property located in Eagle County, State of Colorado (the "Property "). B. Qualified Organization. Grantee is a "qualified organization," as defined in § 170(h)(3) of the Internal Revenue Code (I.R.C.) and Treasury Regulation § 1.170A- 14(c) and is a charitable organization as required under § 38- 30.5 -104 (2) of the Colorado Revised Statutes (C.R.S.). C. Conservation Purposes. Pursuant to I.R.C. § 170(h)(4)(A) and Treasury Regulation § 1.170A- 14(d), the conservation purposes of a qualified conservation contribution must include one or more of the following: (1) to preserve land for outdoor recreation by or education of the general public; (2) to protect relatively natural habitat of fish, wildlife or plants; (3) to preserve open space; and (4) to preserve historically important land or structures. The Property is rural and relatively remote, lying in the rugged Colorado River drainage of the Southern Rocky Mountains Physiographic Province, approximately 12 miles northwest of the Town of Eagle and 23 miles northeast of the City of Glenwood Springs. The Property is one of several private in- holding properties in the Colorado River corridor surrounded by extensive public lands administered by the United States Department of the Interior, Bureau of Land Management (BLM). An approximately 2 -mile reach of the Colorado River flows through the Property from northeast to southwest. The Property is managed as wildlife habitat, hay ground, and seasonal pasture for domestic livestock. The owner allows limited public access to the river corridor for waterfowl hunting through the Walk -In Access Program sponsored by the Colorado Division of Parks and Wildlife (CPW). Approximately 450 acres of the Property are in irrigated pasture and hay crops, and approximately 550 acres are in natural vegetation, including sagebrush shrublands, pinyon juniper woodlands, mixed mountain shrublands, and native riparian corridors with riverine shrub and graminoid wetlands. Topographic features on the Property, including a dramatic bluff rising above segments of the west bank of the Colorado River, and the steep, narrow canyon of Willow Creek, enhance the habitat and scenic values of the Property. An estimated 10 acres of the Property are affected by residential and agricultural improvements. Existing improvements include a residence and barn, domestic utilities, livestock fencing, irrigation infrastructure, stock ponds, and unpaved access roads. The Union Pacific Railroad and Colorado River Road, along with their dedicated rights -of -way, cross the Property from northeast to southwest. The conservation purposes of this Easement ( "Conservation Purposes ") are as follows: Cl. Relatively Natural Habitat [§ 1.170A- 14(d)(3)]. Preservation of the Property's riparian areas and floodway wetlands under the conservation easement will help ...115 2 conserve some of arid western Colorado's most important wildlife habitat resources. Protecting the Property's native shrublands, woodlands, riparian areas, irrigated hay meadows, topographic features, and seasonal and perennial surface water resources will preserve important habitat and habitat linkages for wildlife in the area, including several species recognized by the federal or state governments as g P � Y g threatened or of special concern: • Bald Eagle (State Species of Concern). The property lies within bald eagle winter range and winter foraging range mapped by CPW, and bald eagles are observed regularly on the property, especially in winter, hunting for fish, rodents, and carrion. • North American River Otter (State Threatened). The river otter is listed as threatened under the Colorado Nongame, Threatened, or Endangered Species Conservation Act. The Property provides suitable feeding and denning habitat for a breeding pair of river otter. The Property lies within CPW- mapped range of river otter, and the conservation easement will help buffer the riparian area on the property from human disturbance that may disrupt otter activities. • American Peregrine Falcon (State Species of Concern). The peregrine falcon was listed as endangered in 1970, and after extensive recovery efforts by state and federal agencies, it was de- listed in 1999. The peregrine's recovery continues to be monitored by the federal government, and the State of Colorado considers it a Species of Concern. With its abundance of waterfowl, the Property presents excellent hunting habitat for the peregrine falcon and potential nesting habitat on a low bluff above the Colorado River. The Property manager regularly observes peregrine falcons hunting over the Property. • Northern Leopard Frog (State Species of Concern). The Property features excellent breeding habitat for the northern leopard frog in its riparian areas (especially graminoid wetlands) and ponds. American elk and mule deer, which contribute significantly both economically and to the biodiversity of the region, are common on the Property, especially during winter. CPW maps the Property as American elk winter range and mule deer year -round range. Nearly the entire Property is mapped as elk winter concentration grounds. For this reason, preservation of the Property's habitat value is important to sustaining local elk herds. Other big game ungulates that may occur on the Property are moose and bighorn sheep. The Property encompasses overall range of moose, as mapped by CPW. Bighorn sheep overall range is mapped on the Property by CPW, and a CPW- mapped bighorn sheep winter concentration area lies just northeast of the Property. ...ns 3 Mountain lion can be expected to occur on the Property occasionally, and black bear can be expected to occur on the Property, especially during fall. The Property also provides habitat or habitat linkages for small animals including many songbirds whose populations are declining in all or parts of their ranges. Raptors such as golden eagle, red - tailed hawk, rough- legged hawk, northern harrier, prairie falcon, great -horned owl, and American kestrel hunt for abundant small prey in the area. Great blue herons find good foraging habitat on the Property's riparian corridor. Amphibians such as Woodhouse's toad, chorus frog, and tiger salamander; small mammals such as coyote, fox, bobcat, beaver, badger, striped skunk, raccoon, cottontail, jackrabbit, porcupine, long- tailed weasel, chipmunks, squirrels, mice, voles, and shrews; several bat species; and reptiles such as the western terrestrial garter snake, bull snake, smooth green snake, and sagebrush lizard are known or expected to inhabit or visit the Property. C2. Open Space [§ 1.170A- 14(d)(4)]. The Property qualifies as open space because it will be preserved for the scenic enjoyment of the general public and pursuant to a clearly delineated federal, state or local governmental policies, its preservation will yield a significant public benefit. C3. Scenic Enjoyment. The Property's aesthetically - pleasing and harmonious array of shapes and textures created by its dramatic canyon topography, open irrigated meadows, and Colorado River corridor provide scenic enjoyment to the general public and contribute to the openness and variety of the overall landscape in the region. The Property is visually accessible to members of the public who travel by automobile through the Ranch on Colorado River Road, by passenger train, participate in CPW's Walk -in Access Program, or recreate on adjoining public lands administered by BLM. Colorado River Road is utilized year -round by citizens of and visitors to Eagle County. An estimated 30,000 tourists view the Property annually from Amtrak's California Zephyr line. Preservation of the Property will continue to provide an opportunity for the general public to appreciate its scenic values, especially the scenic greenway created by the Property's Colorado River corridor and the adjacent irrigated hay meadows. C4. Agriculture. The Property has over 400 acres of irrigated pasture and hay ground (supported by irrigation water rights and irrigation infrastructure), a year -round supply of stock water, and is capable of supporting seasonal livestock grazing on its cultivated and native rangelands. This land use is compatible with other land use in the vicinity, provides food resources both directly and indirectly to the public, and is supported by federal, state, and local governmental policies. The provisions of this Deed ensure that the Property will be available for agricultural production in accordance with I.R.C. §170(b)(E)(iv)(II). ...ns 4 C5. Significant Public Benefit. There is a foreseeable trend of population growth and development near the Property. The Colorado State Demographer predicts that the population of Eagle County will double over the next 20 to 25 years. Eagle County encompasses the popular ski resorts of Vail and Beaver Creek, as well as a string of growing communities in the Interstate 70 (I -70) corridor including Gypsum, Eagle and Avon. The Property lies just 10 miles north -by- northwest of the Town of Gypsum and approximately 12 miles northwest of the Town of Eagle. Development of private properties in these towns has accelerated in recent years. A 2004 study by the Northwest Colorado Council of Governments indicated that 64 percent of Eagle County's economy was dependent on second homes. The Property's proximity to the I -70 corridor and world -class ski areas, and its position as a large in- holding surrounded by scenic public lands make it an attractive development prospect for the second home market. Without protection, the likelihood of development of the Property at a density which compromises the scenic rural character of the vicinity is high. Preservation of the Property also yields significant public benefit because the Property encompasses agriculturally productive lands, and unrestricted development of the Property would be likely to remove agricultural lands from production. C6. Recreation or Education [§ 1.170A- 14(d)(2)]. The Property abuts approximately two miles of the Colorado River, which receives regular and substantial float use by the general public for rafting and fishing recreational purposes. This Deed accommodates potential additional public use, including provisions specifically allowing public parking and river access, as well as potential access to the historic Colorado River Ranch School and Bull Gulch Trailhead. The Conservation Purposes set forth in this Recital C shall hereafter be referred to as the "Conservation Values." These Conservation Values are of great importance to the Parties, the residents of Eagle County, and the State of Colorado. D. State Policy Concerning Conservation Easements. The voters of the State of Colorado by adoption of Article XXVII to the Constitution of the State of Colorado, the legislature of the State of Colorado by adoption of enabling legislation, and the Board, by adopting and administering competitive grants application and rigorous due diligence review processes, have established that it is the policy of the State of Colorado and its people to preserve, protect, enhance and manage the state's wildlife, park, river, trail and open space heritage, to protect critical wildlife habitats through the acquisition of lands, leases or easements, and to acquire and manage unique open space and natural areas of statewide significance. The Board has approved funding for a portion of the value of this Easement following a careful review of the Property and its conservation values. ...ns 5 • C.R.S. § 33 -1 -101, provides in relevant part that "it is the policy of the state of Colorado that the wildlife and their environment are to be protected, preserved, enhanced, and managed for the use, benefit, and enjoyment of the people of this state and its visitors." • C.R.S. § 35 -3.5 -101 states in part that "it is the declared policy of the state of Colorado to conserve, protect, and encourage the development and improvement of its agricultural land for the production of food and other agricultural products." • C.R.S. § 38- 30.5 -102 provides for the creation of conservation easements to maintain land "in a natural, scenic, or open condition, or for wildlife habitat, or for agricultural, horticultural, wetlands, recreational, forest or other use or condition consistent with the protection of open land . . ." E. Other Supporting Government Policy. There is a strong desire on the part of the public for responsible growth that provides for the perpetuation of the scenic rural character, productive agricultural lands, and wildlife habitat of the region. This desire is reflected by governmental policy at the federal, state, and local levels. At the federal level, a conservation easement on the Property is consistent with the federal Farmland Protection Policy Act, P.L. 97 -98, 7 U.S.C. §4201, et seq., whose purpose is "to minimize the extent to which federal programs contribute to the unnecessary and irreversible conversion of farmland to nonagricultural uses, and to assure that federal programs are administered in a manner that, to the extent practicable, will be compatible with State, units of local government, and private programs and policies to protect farmland." Section 170(b)(1)(E)(iv) of the Internal Revenue Code as amended by the 2006 Pension Protection Act and extended by the 2008 Farm Bill creates a conservation easement incentive in the form of an increased tax deduction and carry - forward period for landowners conserving their properties through the use of perpetual conservation easements (with even greater tax benefits available to agricultural landowners provided that the conserved property remains available for either agricultural or livestock production, or both). The Western Governors' Association Policy Resolution 08 -21 supports "voluntary incentive -based methods for preserving open space, maintaining land and water for agricultural and timber production, wildlife and other values." Locally, the establishment of a conservation easement on the Property is consistent with the following goals of the Eagle County Comprehensive Plan (2005): • Goal: The impacts of development in Eagle County are carefully monitored, and future development occurs in a manner that preserves a high quality of life, a diverse and sustainable economy, the area's scenic beauty, a healthy natural environment and a vibrant, well designed community (3.2). • Goal: Eagle County's infrastructure and community services support all present and future community needs and encourage efficient travel, healthy lifestyles, a stable economy and the preservation of environmental quality (3.5). ...n5 6 ICI • Goal: Preserve and/or enhance the ualit of wildlife habitat, and the vitality of q Y � Y wildlife populations in Eagle County (3.7). • Goal: Development in Eagle County avoids or fully mitigates impacts to sensitive p g Y Y g p lands. Open space is preserved to the greatest degree possible, and scenic quality and cultural resources are protected (3.8). The establishment of a conservation easement on the Property is consistent with the policies and strategies set forth in the Eagle County Comprehensive Plan (2005), including the following: • The integrity, quality and interconnected nature of critical wildlife habitat in Eagle County should be preserved (3.7.2.a). • The well -being of wildlife species of economic importance should be actively monitored and protected (3.7.2.b). • The well -being of wildlife species of less economic importance and those on the rare and endangered species list should be actively monitored and protected (3.7.2.c). • Development in areas critical to the continued well -being of Eagle County's wildlife populations should not be allowed (3.7.3.d). • Wildlife friendly measures should be incorporated into the design of individual home sites and neighborhoods (3.7.5.g). • Development and development patterns should preserve landscapes that include visual, historic, and archeological value (3.8.3.c). • A variety of approaches should be utilized to preserve land as open space, (3.8.4.e), which the Parties and the County agree may include conservation easements and the transfer of development rights. • Open space should be able to serve different needs in different applications (3.8.4.0; the Parties and the County agree that this includes promoting the benefits of conservation easements to area ranchers. F. Documentation of Present Conditions. Pursuant to Treasury Regulation § 1.170A- 14(g)(5) and in order to document the condition of the Property as of the date of this Deed, a report has been prepared by Rare Earth Science and dated September 12, 2012 ( "Present Conditions Report "). The Present Conditions Report documents the Conservation Values and the characteristics, current use, and status of improvements on and development of the Property. The Present Conditions Report has been provided to the Parties and is acknowledged by the Parties as an accurate representation of the Property at the time of the conveyance. The Present Conditions Report will be used by Grantee to assure that any future changes in the use of the Property will be consistent with the terms of this Deed. However, the Present Conditions Report is not intended to preclude the use of other evidence to establish the condition of the Property as of the date of this Deed. G. Conservation Easement. This Deed creates a perpetual conservation easement in gross, as defined by C.R.S. §38- 30.5 -102 and §38- 30.5 -103 and of the nature and character described in this Deed ( "Easement "). ...iis 7 ACKNOWLEDGEMENT OF PURPOSE AND INTENT As a guide to the interpretation of this Deed and administration of this Easement, the Parties, for themselves, and for their successors and assigns, expressly declare their agreement and dedication to the following purpose and intent: I. Purpose. The purpose of this Easement is to preserve and protect the Conservation Values of the Property in perpetuity in accordance with I.R.C. §170(h), Treasury Regulation § 1.170A -14, and C.R.S. §38 -30.5 ( "Purpose "). II. Intent. The intent of the Parties is to permit acts on and uses of the Property that are consistent with the Purpose and to restrict or prohibit acts on and uses of the Property that are not consistent with the Purpose ( "Intent "). In this Deed, "consistent with the Purpose" shall mean acts on and uses of the Property that do not have significant negative impact or permanent negative impact on the Conservation Values as determined by Grantee in its sole discretion. Nothing in this Deed is intended to compel a specific act on or use of the Property other than the preservation and protection of the Conservation Values. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties mutually agree as follows: 1. Conveyance of Easement. Grantor hereby voluntarily grants and conveys to Grantee, and Grantee hereby voluntarily accepts, this Easement, an immediately vested interest in real property, in perpetuity. 2. Rights Conveyed to Grantee. To accomplish the Purpose, the following rights are hereby conveyed to Grantee, its employees and its representatives: 2.1. To preserve and protect the Conservation Values; 2.2. To prevent acts on or uses of the Property that are not consistent with the Purpose and, except as limited by Section 7 (Responsibilities of the Parties Not Affected) of this Deed, Grantee may require the restoration of such areas or features of the Property that are damaged by an inconsistent act or use; 2.3. To enter upon the Property in order to monitor Grantor's compliance with the terms of this Deed upon reasonable notice of four (4) days to Grantor, unless immediate entry is necessary to prevent the destruction of Conservation Values pursuant to Section 8 (Monitoring) of this Deed, and to enforce the terms of this Deed pursuant to Section 9 (Enforcement) of this Deed. 2.4. To have all Development Rights as defined in Section 14 (Development Rights) of this Deed, except as specifically reserved by Grantor herein. ...ns 8 2.5. To have all other rights conveyed by this Deed. 3. Rights Retained by Grantor. Grantor retains the right to perform any act on or use of the Property that is not prohibited or restricted by this Deed, provided that such acts or uses are consistent with the Purpose. 4. Property Improvements. Improvements existing as of the date of this Deed are permitted. All other construction or placement of improvements are restricted or prohibited as provided herein. 4.1. Residential and Nonresidential Structures. The construction, placement, replacement, enlargement, maintenance and repair of residential and nonresidential structures and improvements are permitted pursuant to the limitations set forth herein. For purposes of this Deed, "Residential Improvements" are defined as covered structures containing habitable space, including homes, cabins, bunkhouses, guest houses, a lodge, and any space attached to a home, cabin or guest house such as a garage, and any other structures intended for full or part-time human habitation. For purposes of this Deed, "Nonresidential Improvements" are defined as covered structures and not intended for human habitation and include, but are not limited to, barns, pole barns, sheds, loafing sheds, calving sheds, arenas, indoor riding arenas, and free - standing garages. 4.1.1. Building Envelopes. There shall be two (2) building envelopes permitted on the Property (individually referred to herein as the "Ranch Headquarters Envelope," and the "Residential Building Envelope ", and collectively referred to herein as the `Building Envelopes "). All Residential Improvements and Nonresidential Improvements (with the exception of Nonresidential Improvements permitted by Section 4.1.2 below) constructed after the date of this Deed shall be located within the Building Envelope(s). 4.1.1.1. Ranch Headquarters Envelope. The Ranch Headquarters Envelope encompasses ten (10) acres. The location of the Ranch Headquarters Envelope is generally depicted on Exhibit B. On the date of this Deed the following improvements are located within the Ranch Headquarters Envelope: (a) one Residential Improvement: a Ranch House ; (b) seven Nonresidential Improvements: a Cellar, a Garden Shed /Kennel, Shop #1, a Horse Barn, Shop #2, a Hay Barn, a Six - Bay Equipment shed; and (c) a corral. 4.1.1.2. Headquarters Residential Area and Structure Limitations. Grantor may construct, place, replace, or enlarge (a) the existing residence within the Headquarters Residential Area (described below), and (b) one bunkhouse (which may include a kitchen) within either the Headquarters Residential Area or the Headquarters Nonresidential Area (both described below), subject to the following limitations: ...ns 9 4.1.1.2.1. The residence shall be located in a one (1) acre Headquarters Residential Area which encompasses the existing residence (the location of which existing residence is shown on the attached Exhibit B) within the Ranch Headquarters Envelope. 4.1.1.2.2. The maximum number of Residential Improvements (including attached appurtenances) shall not exceed one (1) residence and one (1) bunkhouse (which may include a kitchen). 4.1.1.2.3. In the event Grantor designates and receives approval for the Residential Building Envelope as provided in Section 4.1.1.4.7, then the residence in the Headquarters Residential Area and the bunkhouse shall be used only in compliance with Eagle County regulations [which at the time of this Easement require that the residence and bunkhouse be used only by persons (and their immediate families) employed principally or seasonally on the Property, as determined by Eagle County, Colorado]. 4.1.1.2.4. Prior to construction of any new residential structure or reconstruction of the existing residence the Grantor shall (a) survey and describe the one (1) acre Headquarters Residential Area and provide the survey and description to Grantee for its review and approval; (b) pin the corners of the Headquarters Residential Area; and (c) at the request of the Grantee, record an amendment to this Easement or a notice executed by the Parties which describes and depicts the approved location and description of the Headquarters Residential Area. 4.1.1.2.5. The maximum Height, as defined below, for each Residential Improvement shall not exceed thirty -five (35) feet. 4.1.1.3 Ranch Headquarters Agricultural Structure Area and Structure Limitations. Grantor may construct, place, replace, or enlarge Nonresidential Improvements within the Ranch Headquarters Envelope subject to the following limitations. 4.1.1.3.1 All existing and new Nonresidential Improvements shall be located in a four (4) acre "Ranch Headquarters Agricultural Structure Area" within the Ranch ...ns 10 Headquarters Envelope as depicted on the attached Exhibit B. In addition, the bunkhouse described in Section 4.1.1.2 may be located in the Ranch Headquarters Agricultural Structure Area, subject to the restrictions in Section 4.1.1.2.1 to 4.1.1.2.5. 4.1.1.3.2 The maximum Height, as defined below, for all structures within the Ranch Headquarters Agricultural Structure Area shall not exceed thirty -five (35) feet. 4.1.1.3.3 No individual Nonresidential Improvement shall exceed 5,000 square feet of Floor Area, except that Grantor may construct one (1) indoor riding arena in excess of 5,000 square feet of Floor Area. 4.1.1.3.4 Prior to construction of any new Nonresidential structure or reconstruction of the existing Nonresidential structure, the Grantor shall (a) survey and describe the four (4) acre Ranch Headquarters Agricultural Structure Area and provide the survey and description to Grantee for its review and approval; (b) pin the corners of the Ranch Headquarters Agricultural Structure Area; and (c) at the request of the Grantee, record an amendment to this Easement or a notice executed by the Parties which describes and depicts the approved location and description of the Ranch Headquarters Agricultural Structure Area. 4.1.1.3.5 New or existing improvements without walls and roofs having no Floor Area, such as corrals and an uncovered outdoor riding arena, are permitted anywhere within the ten acre Ranch Headquarter Envelope if consistent with the Purpose and Intent. 4.1.1.4. Residential Building Envelope. The Residential Building Envelope encompasses seven (7) acres. The location of the Residential Building Envelope is generally described and depicted on Exhibit B. On the date of this Deed the following improvements are located within the Residential Building Envelope: two Nonresidential Improvements, those being the Red Barn and the Tack Shed. Prior to construction of any structures within the Residential Building Envelope and upon thirty (30) days' notice to Grantee, the Residential Building Envelope may be relocated within the seventy p Y Y (70) acre area ( "Seventy -Acre Zone ") shown on the attached Exhibit B. ...ns 11 4.1.1.4.1. Residential Improvements (including attached appurtenances) shall not exceed one (1) single family residence or the Lodge (described below) and an additional accessory dwelling unit structure, pursuant to Eagle County Regulations. 4.1.1.4.2. The maximum Floor Area for the Residential Improvement (single family residence) shall not exceed seven thousand (7,000) square feet in Floor Area and the accessory dwelling unit shall not exceed eighteen hundred (1,800) square feet in Floor Area. 4.1.1.4.3. The maximum Height for the Residential Improvement shall not exceed thirty -five (35) feet. 4.1.1.4.4. The total Floor Area for all Residential (or Lodge) and Non - residential Improvements shall not exceed eleven thousand (11,000) square feet. 4.1.1.4.5. The maximum Height for all Non - residential Improvements shall not exceed thirty -five (35) feet. 4.1.1.4.6. The Residential Improvement and accessory dwelling unit shall be set back from the Colorado River as required by Eagle County regulations. 4.1.1.4.7. Prior to construction of any new structures or reconstruction or relocation of the existing structures Grantor shall (a) survey and describe the seven (7) acre Residential Building Envelope and provide the survey and description to Grantee for its review and approval; (b) pin the corners of the Residential Building Envelope; and (c) at the request of the Grantee, record an amendment to this Easement or a notice executed by the Parties which describes and depicts the approved location and description of the Residential Building Envelope. 4.1.1.4.8. Grantor reserves the right to substitute a hunting/fishing lodge ( "Lodge "), for use as Grantor sees fit, for the Residential Improvement in the Residential Building Envelope. The maximum Floor Area for the Lodge shall not exceed eight thousand (8,000) square feet. The maximum Height for the Lodge shall not exceed thirty -five (35) feet. ...ns 12 4.1.2. Outside of the Building Envelopes. On the date of this Deed, the following existing structures are located outside of the Building Envelopes in the locations shown on the attached Exhibit B: (a) "Historic Barn" and calving shed ; (b) the "Red Barn" ; (c) the tack shed; (d) the "Historic Schoolhouse" ; (e) the historic potato cellar; (f) two historic "Homestead Houses "; (g) six well houses; and (h) three fenced hay storage areas east of the Colorado River. 4.1.2.1. Construction Limitations. Grantor may construct, place, replace or enlarge Non - residential Improvements outside of the Building Envelopes subject to the following: 4.1.2.1.1. The Homestead Houses may be maintained and restored, but shall not be enlarged or replaced. The Homestead Houses shall only be used for storage or Y g daytime non - residential uses. Any restoration shall be done in a manner which preserves, to the extent possible, the rustic nature and historic features of the Homestead Houses. 4.1.2.1.2. The Red Barn may be reconstructed but not enlarged in its current location. Grantor shall be free to relocate, but not enlarge, the Red Barn anywhere within the Seventy -Acre Zone, provided that Grantor shall promptly restore any disturbed area to a condition consistent with the Purpose. 4.1.2.1.3. The maximum number of new Non - residential Improvements shall not exceed three (3). 4.1.2.1.4. The maximum Floor Area for each Non - residential Improvement shall not exceed twenty -five hundred (2,500) square feet. 4.1.2.1.5. The maximum Height for each Non - residential Improvement shall not exceed thirty -five (35) feet. 4.1.2.1.6. The new Non - residential Improvements (and, if relocated, the Red Barn) shall be set back from the Colorado River as required by Eagle County regulations. 4.1.2.1.7. Hunting blinds, and structures having no Floor Area, are permitted if consistent with the Purpose and Intent. Only one corral of up to one (1) acre in size may be located outside of the Building Envelopes, and may be relocated provided that the former corral area shall be ...ns 13 promptly restored and revegetated in native vegetation. Four (4) areas east of the Colorado River and one (1) area west of the Colorado River may be enclosed with fencing for use as hay storage areas. One outhouse and one 100 square foot open sided sun shelter may be constructed adjacent to the corral. In addition, one outhouse and one 100 square foot open sided sun shelter may be constructed west of the Colorado River. g Improvements Building Materials. R esidential Im rovements and Non - Residential Improvements shall be constructed of, or appear to be constructed of, natural materials such as stone, wood, heavy timber, shingle, and shake or of other materials that are natural -like in appearance or faced with natural materials. Metal (i) roofs; (ii) mechanical equipment; (iii) structural components; and (iv) siding will be permitted, provided they are non - reflective and meet the color standard. All colors used will be muted natural earth tones; no bright, reflective or light colors or materials shall be used. Colors are to be selected to blend with the landscape in which they will be viewed and not draw attention to the structures. 4.1.4. Notice. Prior to the placement, construction, design, replacement or enlargement of any Residential Improvement or Non - residential Improvement as permitted by Sections 4.1.1 through 4.1.3, Grantor shall notify Grantee in writing not less than forty-five (45) calendar days prior to the date Grantor intends to undertake the activity in question (the "Notice "). The Notice shall describe the proposed improvement in sufficient detail (i.e. location, size, scope, design, nature, building materials) to allow Grantee to evaluate the consistency of the proposed improvement with Sections 4.1.1 through 4.1.3. Grantee shall approve or deny Grantor's written request, or notify Grantor of a delay in Grantee's decision, in writing within thirty (30) calendar days of receipt of Grantor's written request. Notwithstanding the provisions of Section 21, herein, Grantee's approval for construction of any such structure or improvement may be withheld only upon a reasonable determination by Grantee that the proposed structure or improvement does not comply with the terms of this Deed. If the Grantor gives notice that it disputes that the Grantee's approval under this Section 4.1.4 was unreasonably withheld or conditioned, the Parties agree to attempt to resolve the dispute through mediation (the "Mediation Process ") described in Section 9.2. The Grantor and the Grantee shall each pay one -half of all mediation fees and costs for the first Mediation that occurs based upon a notice given under this Section 4.1.4 in any two year period; thereafter, the fees and costs of any additional Mediation that occurs based upon a notice given under this Section 4.1.4 in such two year period shall be paid by Grantor. 4.1.5. Improvements in Excess of Requirements of Section 4.1.1 through 4.1.3. Improvements in excess of the restrictions in Sections 4.1.1 through 4.1.3 are ns 14 permitted only if they are consistent with the Purpose and are approved by the Grantee in its sole discretion pursuant to Section 21 (Grantee's Approval) of this Deed. 4.1.6. Repair and Maintenance. Grantor may repair and maintain permitted improvements without further permission of Grantee. 4.1.7. Definition of Floor Area. For purposes of this Deed, "floor area" is defined as the gross horizontal areas of all floors of covered space enclosed within two or more walls within all Residential Improvements or Nonresidential Improvements exclusive of underground basements and underground rooms. Floor Area is calculated on the basis of the exterior dimensions excluding carports and attached garages, and does not include eaves, uncovered decks or patios ( "Floor Area "). 4.1.8. Measurement of Height. For purposes of this Deed, "Height" is defined and measured as described in the attached Exhibit C. 4.2. Other Improvements. 4.2.1. Roads. For u oses of this Deed, Improved Roads shall be defined as any � p Y road, driveway or parking area that is graded, drained, or has a surface other than the natural earthen material (Improved Roads") and Unimproved Roads shall be defined as any track greater than three (3) feet wide where the natural earthen material is the driving surface ( "Unimproved Roads "). 4.2.1.1. Within the Building Envelope(s). Construction, maintenance, paving (e.g. concrete, asphalt, or other impermeable material) or otherwise surfacing of all Improved and Unimproved Roads is permitted within the Building Envelope(s). 4.2.1.2. Outside of the Building Envelope(s). 4.2.1.2.1. Improved Roads. No additional Improved Roads shall be constructed or established outside of the Building Envelopes except for roads necessary to access the Building Envelopes, or unless Grantee determines that the proposed road is consistent with the Purpose, pursuant to Section 21 (Grantee's Approval) of this Deed. The permitted Improved Roads may be relocated provided that the abandoned road shall be promptly revegetated and restored to a condition that is consistent with the Purpose, as determined pursuant to Section 21 (Grantee's Approval) of this Deed. Improved Roads shall be no wider than physically or legally necessary to ...ns 15 provide access. All existing improved roads may be maintained at their current width and condition. 4.2.1.2.2. Unimproved Roads. No additional Unimproved R oads U oved p P shall be constructed or established outside of the Building Envelope(s) except for Unimproved Roads that are consistent with the Purpose. No Unimproved iP P Road shall be altered to become an Improved Road unless Grantee determines that the proposed alteration is consistent with the Purpose, determined pursuant to Section 21 (Grantee's Approval) of this Deed. Nothing contained herein shall prevent Grantor from grading and maintaining such roads. 4.2.2. Fences. Existing fences may be repaired and replaced, and new fences may be built anywhere on the Property, provided that (i) no white or light- colored fences are permitted anywhere on the Property; (ii) the location and design of said fences are consistent with the Purpose; and (iii) except within the Building Envelopes or around the two crop storage areas fencing shall be constructed in a manner that is consistent with Colorado Division of Parks and Wildlife recommendations to permit the movement of wildlife across the Property. 4.2.3. Signs. Existing signs may be maintained, repaired and replaced (with signs similar in character and size) in their current location. New signs may be placed and maintained on the Property provided that the number and size of the new signs are consistent with the Purpose. 4.2.4. Utility Improvements. Existing energy generation or transmission infrastructure and other utility improvements, including but not limited to: (i) electric power poles, transformers, and lines; (ii) telephone and communications towers, poles, and lines; (iii) septic systems; (iv) domestic water storage and delivery systems; and (v) renewable energy generation systems described in Section 4.2.5, below ( "Utility Improvements "), may be repaired or replaced with an improvement of similar size and type at their current locations on the Property without further permission from Grantee. Utility Improvements may be enlarged or constructed on the Property, subject to the restrictions below and provided that they are consistent with Purpose. 4.2.4.1. Within the Building Envelopes. Grantor may enlarge or construct Utility Improvements within the Building Envelopes without further permission of Grantee, provided that no Utility Improvements exceed 35 feet in height. 4.2.4.2. Outside of the Building Envelopes. Grantor may place electrical lines underground. Grantor shall not enlarge or construct other ...n5 16 Utility Improvements outside of the Building Envelopes without permission of Grantee. Prior to the enlargement or construction of Utility Improvements, Grantor shall provide notice so that Grantee can approve whether the proposal is consistent with Purpose, pursuant to Section 21 (Grantee's Approval) of this Deed. 4.2.4.3. Additional Requirements. Following the repair, replacement, enlargement or construction of any Utility Improvements, Grantor shall promptly restore any disturbed area to a condition consistent with the Purpose. Any easement, right of way or other interest granted to a third party or otherwise reserved, to be used for Utility Improvements is subject to Section 6.9 (Easements, Rights of Way or Other Interests) of this Deed. 4.2.5 Energy Generation. Subject to Grantee's approval pursuant to Section 21 (Grantee's Approval) of this Deed, Grantor may construct, maintain and replace (i) wind and solar generation facilities within the Building Envelopes . provided such facilities are for the generation of energy for use in conjunction with those activities permitted by this Deed; (ii) solar operated pumps and equipment used for agricultural purposes outside of the Building Envelopes; (iii) hydroelectric generation facilities; and (iv) geothermal resources, to the extent such facilities described in Section 4.2.5(i) -(iv) are consistent with the Purpose ( "Permitted Energy Generation "). The construction of wind and solar energy generation facilities, solar operated pumps and equipment, hydroelectric generation facilities and geothermal resources that are not for Permitted Energy Generation are prohibited anywhere on the Property. Any energy generated on the Property in accordance with this paragraph that is in excess of Grantor's consumption may be sold, conveyed, or credited to a provider of retail electric service to the extent permitted by Colorado law. The Permitted Energy Generation facilities shall not exceed 35 feet in height, shall be limited to a size that is intended to provide only Permitted Energy Generation and shall be consistent with the Purpose. 4.2.6. Public Uses. Grantor may allow, or lease, portions of the Property for public uses. Such uses include but are not limited educational uses and those uses identified in Section 5.5. In addition, Grantor has granted the three easements (the "Access Easements") described in Sections 4.2.6.1, 4.2.6.2 and 4.2.6.3; notwithstanding any other provisions herein, the roads, parking areas, trails, river access, vehicular use, structures, picnic tables, restrooms, paving, utilities, signs, uses and other matters allowed under the terms of the Access Easements are permitted hereunder in the areas encumbered by the Access Easements. 4.2.6.1. Approximately 2 -acre parking and access easement ( "Easement A" ...ns 17 or "Bull Gulch Trailhead Easement ") as shown on the attached Exhibit B -1 to Eagle County for public parking, services, restrooms and access to BLM property (including a future access easement from the Grantor to Eagle County in the event the BLM should vacate or close BLM Road 8479 as described in Easement A) . Easement A was recorded on , as Reception No. of the records of the Eagle County Colorado Clerk and Recorder. 4.2.6.2. Road, not to exceed 50 feet in width, and parking easement > p g ( "Easement B" or "River Access Site Easement ") in the location shown on the attached Exhibit B -2 to Eagle County for public access to the Colorado River, a boat launch at the River, and an approximate 2 -acre area for parking, services, and restrooms. Easement B was recorded on , as Reception No. of the records of the Eagle County Colorado Clerk and Recorder. 4.2.6.3. Access, trail easement and approximately 1 -acre parking easement ( "Easement C" or "River Ranch School Site Easement ") as shown on attached Exhibit B -3 to Eagle County, including the Colorado River Ranch School. The parking may be used in conjunction with the educational opportunities at the school or other recreational uses of the Property. Easement C was recorded on , as Reception No. of the records of the Eagle County Colorado Clerk and Recorder. 4.2.7. Water Improvements. Ponds, reservoirs, stock tanks, center pivot sprinklers, irrigation ditches, pipes, headgates, flumes, pumps, or wells are permitted. The construction of new water improvements or enlargement of existing water improvements, excluding ponds and reservoirs, is permitted provided that such activity is consistent with the Purpose. Currently there are four (4) existing ponds or reservoirs in the locations shown on Exhibit B that each may be enlarged to a maximum size of two (2) acres. One new pond or reservoir of not more than two (2) acres in size may be constructed on the Property outside of any wetland area. Any portion of the Property that is disturbed by the maintenance, repair, construction or enlargement of water improvements shall be restored to a condition that is consistent with the Purpose promptly after said activity is completed. 4.2.8. Miscellaneous Improvements. Golf courses, sod farms, helicopter pads, and airstrips are prohibited. Towers are prohibited unless Grantee determines that the proposed tower is consistent with the Purpose, pursuant to Section 21 (Grantee's Approval) of this Deed or as otherwise expressly permitted by this Deed. Small agricultural wind mills are permitted for pumping water for use on the Property. ...ns 18 5. Resource Management. Grantor recognizes the importance of good resource management and stewardship to preserve and protect the Conservation Values. To this end, the following uses of the Property shall be conducted in accordance with the provisions below. The Parties have prepared a management plan (the "Colorado River Ranch Management Plan, dated October 2, 2012 ") that has been approved by the County, which addresses management of the public access that is permitted under this Deed; a copy of such plan has been provided to the Board; any future changes to the management plan must be approved by the Parties and the County. If Grantee believes any resource management practice(s) are not consistent with the Purpose, Grantee, in addition to all of its rights under this Deed, may request that the Parties consult with a mutually acceptable resource management professional. This professional will provide written recommendations for said resource management practice(s). The cost of this consultation shall be borne by Grantor. Grantee shall determine whether said recommendations are consistent with the Purpose. 5.1. Agriculture. All agricultural uses shall be conducted using stewardship and management methods that preserve the natural resources upon which agriculture is based. Long term stewardship and management goals include preserving soil productivity, maintaining natural stream channels, preventing soil erosion, minimizing invasive species, avoiding unsustainable livestock grazing practices, and minimizing loss of vegetative cover. If agricultural acts or uses are no longer practiced on the Property, either Party may request that the Parties develop a mutually acceptable plan to ensure appropriate land cover that is consistent with the Purpose. The expense of developing and implementing said plan shall be borne by Grantor. 5.2. Timber. On a limited and localized basis, trees may be cut to control insects and disease, to control invasive non - native species, to prevent personal injury and property damage, and for domestic uses on the Property such as firewood and construction of permitted improvements. Tree thinning activities are permitted to maintain the character and nature of the wildlife habitat. Timber cutting is prohibited within three hundred (300) feet of active raptor nests during the nesting season. Other timber harvesting activities shall be conducted in accordance with forest g th a o est management plan prepared by a professional forester at Grantor's expense, provided that Grantee determines that said activities and management plan are consistent with the Purpose, pursuant to Section 21 (Grantee's Approval) of this Deed. 5.3. Relatively Natural Habitat. Habitat management activities that have the potential to negatively impact the Conservation Values such as chaining juniper or sagebrush, constructing or altering ponds, wetlands, or stream channels, and conducting controlled burns may be permitted provided that Grantee determines that said management activities are consistent with the Purpose, pursuant to Section 21 (Grantee's Approval) of this Deed. 5.4. Minerals and Other Deposits. As of the date of this Deed, Grantor owns all of or a controlling interest in the mineral rights located on, under, or in the Property or ...ns 19 otherwise associated with the Property, except for outstanding royalty rights. A minerals assessment report has been completed by James C. Armstrong of Rare Earth Science, LLC, dated October 8, 2008, and updated on July 24, 2012, in compliance with I.R.C. §170(h)(5)(B)(ii) and Treasury Regulation §1.170A- 14(g)(4). The report concludes that, as of the date of this Deed, the probability of extraction or removal of minerals from the Property by any surface mining method is so remote as to be negligible. Grantor's current and future ownership of said mineral rights shall be subject to the following provisions: 5.4.1. Mining. The exploration, development, mining or other extraction or removal of soil, sand, gravel, rock, oil, natural gas, fuel or any other minerals or mineral substances of any kind or description ( "Minerals ") on, under, or in the Property or otherwise associated with the Property by any method is prohibited. In addition, Grantor shall not transfer, lease, or otherwise separate any Minerals or mineral rights from the surface of the Property. 5.5. Recreation. Low- impact recreational uses such as, but not limited to, wildlife watching, horseback, non - motorized wagon and other trail rides, camping, ranch tours and ranch educational tours, river floating, hiking, cross - country skiing, hunting and fishing are permitted, provided they are consistent with the Purpose. 5.6. Weeds. The Parties recognize the potential negative impact of noxious weeds and invasive plant species on the Conservation Values. Grantor shall manage noxious weeds and invasive plant species in a manner consistent with the Purpose and as required by g law. Grantee has no responsibility for the management of noxious weeds and invasive plant species. 5.7. Water Rights. Pursuant to C.R.S. § 38- 30.5 -102, which authorizes the inclusion of "water rights beneficially used upon the land...owned by Grantor" in a conservation easement, the Property subject to this Easement includes any and all right, title and interest in and to the water rights described in Exhibit D ( "Water Rights "). 5.7.1. Permitted Uses of Water Rights. The Parties agree that the Water Rights are hereby dedicated and restricted exclusively to be used for agricultural purposes and for the preservation and protection of the Conservation Values ( "Permitted Water Uses "), and that Grantor shall continue to maintain their historic beneficial use. 5.7.2. Restrictions on Water Rights. Grantor shall not transfer, encumber, sell, lease or otherwise separate the Water Rights from the Property. Grantor shall not abandon or allow abandonment of the Water Rights by action or inaction. Grantor shall not change the historic beneficial use of the Water Rights unless Grantee determines that said change is consistent with the Purpose, pursuant to Section 21 (Grantee's Approval) of this Deed. No change of the point of diversion of the Water Rights shall be submitted for judicial approval unless Grantee determines that the proposed change of point of diversion is ns 20 consistent with the Purpose, pursuant to Section 21 (Grantee's Approval) of this Deed. Grantor is free to use any existing approved diversion points already approved prior to the date of this Deed. Grantor may abandon unused diversion points so long as no water rights are impaired and so long as preservation of the Conservation Values is not adversely affected. Grantor is free to implement more efficient irrigation systems as designed and approved by the Natural Resources Conservation Service (MRCS). 5.7.2.1. Protection of Water Rights. Grantor shall cooperate with Grantee to help assure the continued historical beneficial use of the Water Rights in order to preserve and protect the Conservation Values. Grantee may request that Grantor report to Grantee annually regarding the nature and extent of Grantor's use of the Water Rights during the prior year, which report need not be in writing. Grantor shall also provide Grantee with copies of any reports or correspondence submitted to the State or Division Engineer or Water Commissioner. Grantor shall provide Grantee with a copy of any written notice or pleadings received by Grantor from any state water official or any other person concerning the possible abandonment of the Water Rights within 30 days of receipt thereof. 5.7.2.2 Abandonment of Water Rights. If the Water Rights appear on decennial abandonment list, or if Grantee determines that the Water Rights are subject to a threat of abandonment, Grantee shall give Grantor written notice of such threat. Grantor shall also be considered notified if Grantor receives notice from any state water official or any other person concerning the possible abandonment of the Water Rights. Upon notification, the Parties shall work in good faith to develop and implement a mutually acceptable strategy to cure the threat of abandonment. Grantor shall have 90 -days from notification to demonstrate action to rebut the presumption of abandonment of the Water Rights. If the Parties cannot reach agreement, or Grantor has failed to take action to cure the threat of abandonment of the Water Rights within 90 days of notification, Grantee shall, in addition to any other remedies available to Grantee under this Deed or by law, have the right to (i) enter upon the Property and undertake any and all actions reasonably necessary to continue the historical use of the Water Rights; (ii) seek removal of the Water Rights from the abandonment list; (iii) defend the Water Rights against any other claim of abandonment; (iv) seek to change the Water Rights to another Permitted Water Use; and (v) require Grantor to convey all or part of the Water Rights to Grantee for continued use on the Property or elsewhere in the same water district or elsewhere consistent with Grantee's mission. Grantor agrees to cooperate in any manner ...ns 21 necessary to accomplish Grantee's election, and at Grantee's request, agrees to authorize and appoint Grantee as its agent and attorney -in- fact to file for and obtain any administrative or judicial approvals required to effectuate Grantee's election. Grantor shall be free to abandon the Red Dirt Creek Pipe Line to the Property provided that Grantor utilizes alternative approved diversion points to deliver such water to the Property. 5.7.2.3. Ditch or Reservoir Company. C.R.S. §38- 30.5- 104(5) requires that, when a conservation easement encumbers a water right represented by shares in a mutual ditch or reservoir company, sixty (60) days notice must be given to said company before the conservation easement may be conveyed. This requirement has been fulfilled. 6. Restricted Acts and Uses. 6.1. Subdivision. The Parties agree that the division, partition, subdivision or de facto subdivision of the Property, whether by legal or physical process, into two or more parcels of land or partial or separate interests (including, but not limited to, condominium interests or the partition of undivided interests) is prohibited. At all times the Property shall be owned and conveyed as a single unit which shall be subject to the provisions of this Deed. Ownership of the single unit by joint tenancy or tenancy in common is permitted, consistent with Sections 26.12 (Joint and Several Liability) and 26.13 (Ownership by Single Entity Consisting of Multiple Parties); provided, however, that Grantor shall not undertake any legal proceeding to partition, subdivide or divide in any manner such undivided interests in the single unit. 6.2. Surface Disturbance. Any alteration of the surface of the land, including without limitation, the movement, excavation, extraction or removal of soil, sand, gravel, rock, peat or sod, is prohibited, unless such alteration is associated with permitted acts on and uses of the Property and is consistent with the Purpose. Grantor is free to remove rocks from its hay and pasture fields to facilitate agricultural uses. 6.3. Industrial or Commercial Activity. Industrial uses of the Property are prohibited. Commercial uses of the Property that are not consistent with the Purpose are prohibited. Specifically, commercial horseback riding, hunting, shooting, fishing, floating and lodge activities are permitted if such use is consistent with the Purpose and Intent. 6.4. Feedlot. The establishment or maintenance of a feedlot is prohibited. For purposes of this Deed, "feedlot" is defined as a permanently constructed confined area or facility which is used and maintained continuously and exclusively for purposes of finishing or fattening large numbers of livestock for market. Nothing in this Section shall prevent Grantor from seasonally confining livestock into an area, corral or other ...n5 22 facility for feeding or calving, or from leasing pasture for the grazing of livestock owned by others. 6.5. Public Access. Contemporaneously with granting this Deed Grantor has granted the public access Easements A, B and C described in Section 4.2.6. Except as provided in Easements A, B and C, nothing contained in this Deed shall be construed as affording the public access to any portion of the Property, and Grantor may permit additional public access to the Property on such terms and conditions as Grantor deems appropriate, provided that such access is consistent with the Purpose. 6.6. Trash. The dumping or accumulation of any kind of trash, sludge, or refuse on the Property is prohibited, except for farm - related trash and refuse produced on the Property, provided that such dumping or accumulation is consistent with the Purpose. The storage or accumulation of agricultural products and by- products on the Property is permitted provided that such activity is conducted in accordance with all applicable government laws and regulations and is consistent with the Purpose. 6.7. Hazardous Materials. For purposes of this Deed, "Hazardous Materials" shall mean any "hazardous substance" as defined in §9601(14) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended ( "CERCLA "), "pollutant or contaminant" as defined in § 9601(33) of CERCLA, or any hazardous waste as defined in C.R.S. §25 -15- 101(6). 40 C.F.R. § 302.4 provides a non - exhaustive list of over 600 substances that qualify as hazardous substances under CERCLA. The use, treatment, storage, disposal, or release of Hazardous Materials shall only be permitted in accordance with applicable, federal, state and local law and regulations. 6.8. Motorized Vehicle Operation. The operation of motorized vehicles for purposes associated with permitted acts on and uses of the Property is permitted provided that such operation is consistent with the Purpose and Intent. All- terrain vehicles (ATVs) are allowed on all improved and unimproved roads and for agricultural and property management purposes. Off road vehicle courses for snowmobiles, all- terrain vehicles, motorcycles, or other motorized vehicles are prohibited. 6.9. Easements, Rights of Way or Other Interests. The conveyance or modification of an easement, right of way, Mineral Document or other similar interest is prohibited unless Grantee determines that the proposed conveyance or modification is consistent with the Purpose and Intent pursuant to Section 21 (Grantee's Approval) of this Deed. This Deed is subject to all roadway easements and rights of way of record as of the date of this Deed. 7. Responsibilities of the Parties Not Affected. Other than as specified herein, this Deed is not intended to impose any legal or other responsibility on Grantee, or in any way to affect any existing obligations of Grantor as owner of the Property. Additionally, unless otherwise specified below, nothing in this Deed shall require Grantor to take any action to restore the condition of the Property after any Act of God or other event over which Grantor had no ...its 23 control. Grantor shall continue to be solely responsible for and Grantee shall have no obligation for the upkeep and maintenance of the Property, and Grantor understands that nothing in this Deed relieves Grantor of any obligation or restriction on the use of the Property imposed by law. Among other things, this shall apply to: 7.1. Taxes. Grantor shall continue con t ue to be solely responsible payment res onsible for a ent of all taxes and assessments levied against the Property. If Grantee is ever required to pay any taxes or assessments on its interest in the Property, Grantor will reimburse Grantee for the same. If for any reason Grantor fails to pay any taxes, assessments or similar requisite charges, Grantee may pay such taxes, assessments or similar requisite charges, and may bring an action against Grantor to recover all such taxes, assessments and similar charges plus interest thereon at the rate charged delinquent property taxes by the county assessor's office in which the Property is located. 7.2. Liability. 7.2.1. Environmental Liability. 7.2.1.1. Grantor shall indemnify, defend, and hold Grantee, the Board and the County, and the members, officers, directors, employees, agents, and contractors or each of them (collectively, the "Indemnified Parties ") harmless from and against any and all loss, damage, cost, or expense, including reasonable attorneys' fees, arising from or in any way related to: (i) the existence, generation, treatment, storage, use, disposal, deposit or transportation of Hazardous Materials in, on or across the Property; (ii) the release or threatened release of Hazardous Materials on, at, beneath or from the Property; (iii) the existence of any underground storage tanks on the Property; or (iv) a violation or alleged violation of, or other failure to comply with, any federal, state, or local environmental law or regulation by Grantor or any other prior owner of the Property. 7.2.1.2. Notwithstanding anything in this Deed to the contrary, this Deed does not impose any liability on Grantee, the Board or the County for Hazardous Materials, nor does it make Grantee, the Board or the County an owner of the Property, nor does it require Grantee, the Board or the County to control any act on or use of the Property that may result in the treatment, storage, disposal or release of Hazardous Materials, all within the meaning of CERCLA or any similar federal, state or local law or regulation. 7.2.2. Grantor's Liability. Grantor shall indemnify, defend, and hold the Indemnified Parties harmless from and against any and all loss, damage, cost, or expense, including reasonable attorneys' fees, arising from or in any way related to: (i) injury to or the death of any person, or damage to property, occurring on or about or related to the Property, unless caused solely by the willful and wanton act or omission [as defined by C.R.S. §13- 21- 102(1)(b)] of ...115 24 the Indemnified Parties; (ii) the obligations under this Section; or (iii) the violation or alleged violation of, or other failure to comply with any state, federal, or local law, regulation, or requirement by any person other than any of the Indemnified Parties, in any way affecting, involving, or relating to the Property. 7.2.3. Grantee's Liability. Grantee shall indemnify, defend and hold Grantor and its assigns, successors and heirs harmless from and against any and all loss, cost � g Y or expense, including reasonable attorney's fees, arising from or in any way related to injury to or death of any person occurring on or about or related to the Property arising out of the Indemnified Parties' actions on the Property. 8. Monitoring. In order to monitor Grantor's compliance with the terms of this Deed, Grantee shall have the right to enter upon the Property upon reasonable prior notice of at least four (4) days to Grantor. Said notice need not be in writing. Grantee may engage such experts or consultants that Grantee deems necessary to assist in monitoring, including conducting aerial flyovers of the Property. Such entry shall not unreasonably interfere with Grantor's use and quiet enjoyment of the Property. Such monitoring is at the expense of Grantee except to the extent provided in Section 9, Enforcement. 9. Enforcement. 9.1 General Provisions. Grantee shall have the right to prevent and correct or require correction of violations of the terms of this Deed. If Grantee determines that immediate entry is required to inspect for, prevent, terminate, or mitigate a violation of the terms of this Deed, Grantee may enter the Property without advance notice. If such entry occurs, Grantee shall notify Grantor within a reasonable time thereafter. If Grantee determines that a violation has occurred, Grantee shall notify Grantor, the Board and the County of the nature of the alleged violation in writing. Upon receipt of said notice, Grantor shall immediately cease the alleged violation and within thirty (30) days either (i) if necessary, provide a written plan for restoration and remediation of the Property and, once approved, restore or remediate the Property in accordance with the plan; or (ii) provide written documentation demonstrating that the activity is permitted and is not a violation. Grantee's acceptance of Grantor's actions under (i) or (ii) above shall be in Grantee's sole discretion, and shall be confirmed by Grantee in writing. If Grantor is unable or unwilling to immediately cease the alleged violation, and comply with (i) or (ii) above, the Parties agree attempt to resolve the dispute through a mediation process (the "Mediation Process ") described in Section 9.2, except that at any point in time, Grantee may take appropriate legal action, including seeking an injunction, to stop the alleged violation, in which case the cost of Enforcement shall be borne as provided in Section 9.3. 9.2 Mediation. 9.2.1 Mediation Process. For purposes of this Deed the "Mediation Process" is as described in Section 9.2.1(a) -(d): ...ns 25 (a) Notice of Dispute; Meeting. Upon notice from Grantor or Grantee to the other of an unresolved of a dispute as to the decision of the Grantee under Section 4.1.4 or as to matters described in Section 9.1 (the "Notice of Dispute "), the Parties agree to meet as soon as possible, but in any event within thirty (30) days of the Notice of Dispute (the "Meeting "), to attempt to resolve this dispute; (b) Mediator; Mediation. If a resolution of this dispute cannot be achieved at the Meeting, the Parties agree to meet with a mutually acceptable mediator who has served as a judge in the state of Colorado ( "Mediator "), within thirty (30) days of the Meeting to attempt to resolve the dispute (the "Mediation "); (c) Decision. If the Parties do not reach agreement at the Mediation, then within fifteen (15) days after the Mediation the Mediator shall make a written proposed decision (the "Decision ") as to the dispute between the Parties, including a determination that the proposed Decision is consistent with the Intent and Purpose. (d) Costs. The Grantor shall pay all mediation fees and costs for the Mediation Process, except as provided in Section 4.1.4. 9.2.2 Within thirty (30) days after the proposed Decision the Parties each shall give notice of consent to or non - consent to the proposed Decision; (i) if the Parties consent to the proposed Decision, then the Decision shall be binding and final and enforceable by judicial proceedings with costs of enforcement allocated as described in Section 9.3.4; (ii) if a Party does not consent to the proposed Decision then it shall pay all costs incurred by the other Party in enforcing or defending the terms of this Deed, including, without limitation, costs and expenses of suit, and attorneys' fees, provided that if a court determines that the proposed decision of the Mediator was not consistent with the Intent and Purpose of this Deed, then each Party shall bear its own costs incurred in enforcing or defending the terms of this Deed, including, without limitation, costs and expenses of suit, and attorneys' fees. 9.2.3. The Board and the County shall in no event be required to participate in any mediation or the Mediation Process. 9.3 Costs of Enforcement. Each Party shall bear its own costs incurred in enforcing or defending the terms of this Deed, including, without limitation, costs and expenses of suit, and attorneys' fees ( "Costs of Enforcement "), provided that if the deciding body determines that either Party has acted in bad faith in seeking to enforce or defend the terms of this Deed, such Party shall be responsible for payment of the other Party's costs and expenses of suit, and attorneys' fees, subject to the following: 9.3.1. The Grantor shall pay all mediation fees and costs for the Mediation Process, except as provided in Section 4.1.4. 9.3.2. The Costs of Enforcement in the event a Party does not consent to the proposed Decision of the Mediator are allocated in Section 9.2.2. ns 26 9.3.3. Any costs of restoration necessitated by Grantor's violation of the terms of this Deed, shall be borne by Grantor. 9.3.4. If an action is brought to enforce the final Decision of the Mediator that was agreed to by the Parties, then the prevailing Party shall be entitled to payment from the non - prevailing Party of its costs incurred in enforcing the terms of the final Decision, including, without limitation, its costs and expenses of suit, and attorneys' fees. 9.4 Grantee's Discretion. Grantee's remedies described in this Section shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity, including the right to recover any damages for loss of Conservation Values as described in C.R.S. §38- 30.5 -108. The failure of Grantee to discover a violation or to take action shall not waive any of Grantee's rights, claims or interests in pursuing any such action at a later date. 10. Deed Correction. The Parties shall cooperate to correct mutually acknowledged errors in this Deed (and exhibits hereto), including typographical, spelling, or clerical errors. Such correction shall be by recorded written agreement signed by the Parties, with all associated costs being apportioned as the Parties may mutually agree. 11. Amendment. If circumstances arise under which an amendment to this Deed would be appropriate, Grantor and Grantee may jointly amend this Easement so long as the amendment (a) is consistent with the Conservation Values and Purpose of this Easement, (b) does not affect the perpetual duration of the restrictions contained in this Easement, (c) does not affect the qualifications of this Easement under any applicable laws, (d) complies with Grantee's and the Board's procedures and standards for amendments (as such procedures and standards may be amended from time to time) and (e) receives the Board's and the County's prior written approval. Any amendment must be in writing, signed by both parties, and recorded in the records of the Clerk and Recorder of Eagle County, Colorado. In order to preserve the Easement's priority, the Board may require that the Grantee obtain subordinations of any liens, mortgages, easements, or other encumbrances. For the purposes of the Board's approval under item (e) above, the term "amendment" means any instrument that purports to alter in any way any provision of or exhibit to this Easement. Nothing in this paragraph shall be construed as requiring Grantee, the Board or the County to agree to any particular proposed amendment, and Grantee shall have the right to charge a fee to Grantor for time and costs associated with any amendment. 12. Transfer of Easement This Easement is transferable by Grantee to Colorado Cattlemen's Agricultural Land Trust, Rocky Mountain Elk Foundation, or Eagle Valley Land Trust ( "Designated Transferees), or to another organization, after consultation with the Grantor, provided that (i) the transfer is restricted to an organization that, at the time of the transfer, is a qualified organization under I.R.C. § 170(h) and authorized to hold conservation easements under C.R.S. § §38- 30.5 -101, et seq. and C.R.S. §12 -61 -720; (ii) the conservation purposes which the contribution was originally intended to advance continue to be preserved and ...115 27 protected; (iii) the transferee agrees in writing to assume the responsibility imposed on Grantee by this Deed; and (iv) the transferee is approved in writing by the Board and the County, each in its sole discretion. Grantee shall provide the Board with a written request to assign the Easement at least forty -five (45) days prior to the date proposed for the assignment transaction, and, at the same time Grantee shall notify Grantor and the County of the proposed transfer. If Grantee ever ceases to exist, a court with jurisdiction is authorized to transfer this Easement pursuant to (i), (ii), (iii) and (iv) above. The Board shall have the right to require Grantee to assign its rights and obligations under this Easement to a different organization if Grantee ceases to exist; is unwilling, unable, or unqualified to enforce the terms and provisions of this Easement; or is unwilling or unable to effectively monitor the Property for compliance with this Easement at least once every calendar year. Prior to any assignment under this Section 12, the Board shall consult with Grantee and provide Grantee an opportunity to address the Board's concerns. If the Board's concerns are not addressed to its satisfaction, the Board may require that Grantee assign this Easement to an organization designated by the Board that complies with Section 12 (i), (ii), (iii) and (iv) above. If Grantee desires to transfer this Easement to a qualified organization having similar purposes as Grantee, but the Board has refused to approve the transfer, a court with jurisdiction shall transfer this Easement to another qualified organization having similar purposes that agrees to assume the responsibility imposed on Grantee by this Easement, provided that Grantor, the Board and the County shall have adequate notice of and an opportunity to participate in the court proceeding leading to the court's decision on the matter. Upon compliance with the applicable portions of this Section 12, the Parties shall record an instrument completing the assignment in the records of the county or counties in which the Property is located. Assignment of the Easement shall not be construed as affecting the Easement's perpetual duration and shall not affect the Easement's priority against any intervening liens, mortgages, easements, or other encumbrances. 13. Transfer of Property. Any time the Property is transferred by Grantor to any third party, Grantor shall notify Grantee in writing within five (5) business days after closing using the form in Exhibit E, and shall include a copy of the new ownership deed. The document of conveyance shall expressly refer to this Deed. Grantor shall pay a fee of 1/4 of 1% of the purchase price, including the value of non -cash consideration, to Grantee as holder of the real property interest represented by this Deed, excluding transfer to Grantor's direct descendants and family members, as defined by the Internal Revenue code, and excluding transfers for the sole purpose of changing the type of legal entity by which title is held. This provision is intended to run with the land for perpetuity, and to touch and concern the Property burdened by this easement by providing Grantee a contribution toward its stewardship, enforcement and defense of this Easement. If a fee is attributable to a transfer of property classified as "residential real property," as defined in C.R.S. Section 38- 35- 127(2)(e), then the Grantee covenants and agrees that the fee shall be used for the purposes specified in C.R.S. Section 38- 35- 127(2)(b)(V) in a manner consistent with the Grantee's mission. ...ns 28 14. Development Rights. For purposes of this Deed, "Development Rights" are defined as all present or future rights to (i) construct, place, replace, enlarge, maintain or repair any improvements on the Property; or (ii) receive credit for density for development on or off the Property. By this Deed, Grantor conveys to Grantee all Development Rights associated with the Property except those Development Rights specifically reserved by Grantor, which include the right to make Residential Improvements and Nonresidential Improvements pursuant to Section 4.1 (Residential and Nonresidential Structures) of this Deed. Therefore, Grantor does not have the right to use or transfer any Development Rights held by Grantee. 15. Condemnation. Grantor shall notify Grantee immediately of any communication or notice received concerning any proposed taking or condemnation affecting the Property, and Grantee shall notify the Board and the County and have the right to participate in any proceedings as a real property interest holder. Grantee may pursue any remedies in law or in equity, including opposition to the condemnation of the Property. If the Property or any part thereof or interest therein is sold or conveyed to a condemning authority under threat of condemnation or taken through condemnation or other involuntary conversion, Grantee shall be entitled to compensation determined as provided in Section 17 (Compensation upon Condemnation, Termination, or Extinguishment) of this Deed. 16. Termination or Extinguishment of Easement. Except as provided in Section 15 (Condemnation) of this Deed, this Easement or any part hereof may only be terminated or extinguished by judicial proceedings in a court of competent jurisdiction. The only ground upon which this Easement can be terminated or extinguished is the total loss of all Conservation Values. If termination or extinguishment occurs, Grantee shall be entitled to compensation determined as provided in Section 17 (Compensation upon Condemnation, Termination, or Extinguishment) of this Deed. 17. Compensation upon Condemnation, Termination, or Extinguishment. 17.1 The Parties acknowledge that an appraisal of the Property has been completed that indicates that the fair market value of the Easement is sixty percent (60 %) of the full fair market value of the Property unrestricted by this Easement ( "Proportionate Value Percentage "), which percentage shall remain constant and shall be applied pursuant to Treasury Regulation § 1.170A- 14(g)(6)(ii). 17.2 If the Property is condemned, in whole or in part, pursuant to Section 15 (Condemnation) or if this Easement is terminated or extinguished pursuant to Section 16 (Termination or Extinguishment of Easement), Grantee shall be entitled to a share of the proceeds of such action at least equal to the Proportionate Value Percentage of the full fair market value of the Property unrestricted by this Easement pursuant to Treasury Regulation § 1.170A- 14(g)(6)(ii). Grantor shall not voluntarily accept less than full fair market value for the property rights represented by its interest and this Easement without Grantee's approval, which approval Grantee may withhold in its sole discretion. The County shall be entitled to receive fifty percent (50 %) of Grantee's compensation, less the amount described in Section 17.5, below. The Board shall be ...ns 29 entitled to receive fifty percent (50 %) of Grantee's compensation. Upon receipt of proceeds Grantee shall promptly remit the County's share of these proceeds (less the amount described in Section 17.5, below) to the County, and the Board's share of these proceeds to the Board. 17.3 Grantee's use of its share of such proceeds shall comply with Treasury Regulation § 1.170A- 14(g)(6). 17.4 Grantee's remedies described in this Section shall be cumulative and shall be in addition to any and all remedies now or hereafter existing at law or in equity, including the right to recover any damages for loss of Conservation Values as described in C.R.S. §38- 30.5 -108. 17.5 All expenses and attorney fees reasonably incurred by Grantee in connection with the condemnation or termination shall be paid out of the County's percentage of the Grantee's compensation. 18. No Merger, Abandonment, Release, or Adverse Possession. If Grantee wishes to acquire fee title to the Property or any additional interest in the Property (such as a leasehold), Grantee must first obtain the written approval of the Board and the County. As a condition of such approval, the Board may require that the Grantee first transfer the Easement to another qualified organization consistent with Section 12 above. 19. Perpetual Duration. This Easement shall be a servitude running with the land in perpetuity. The provisions of this Deed that apply to either Party shall also apply to their respective agents, heirs, executors, administrators, assigns, and all other successors as their interests may appear. Notwithstanding the foregoing, each Party's rights and obligations under the Easement created by this Deed shall terminate (as to such Party, but not as to such Party's successor, who shall be bound as provided herein) upon a transfer of the Party's entire interest in this Easement or the Property, except that liability of such transferring party for act or omissions occurring prior to such transfer shall survive the transfer. 20. Change of Circumstance. Grantor has considered that restricted acts or uses may become more economically valuable than permitted acts or uses. It is the intent of the Parties that such circumstances shall not justify the termination or extinguishment of this Easement pursuant to Section 16 (Termination or Extinguishment of Easement) of this Deed. In addition, the inability to carry on any or all of the permitted acts and uses, or the unprofitability of doing so, shall not impair the validity of this Easement or be considered grounds for its termination or extinguishment pursuant to Section 16 (Termination or Extinguishment of Easement) of this Deed. 21. Grantee's Approval. Where Grantee's approval is required by this Deed, Grantor shall provide written notice to Grantee not less than forty -five (45) calendar days prior to the date Grantor intends to undertake the act or use, with sufficient detail (i.e. location, size, scope, design and nature) to allow Grantee to evaluate the consistency of the proposed act or use with the Purpose. Grantee shall approve or deny Grantor's written request, or notify Grantor ... /15 30 of a delay in Grantee's decision, in writing within thirty (30) calendar days of receipt of Grantor's written request. Grantor shall not engage in the proposed act or use until Grantor receives Grantee's approval in writing. 22. Written Notices. Any written notice that either Party is required to give to the other shall be delivered: (i) in person; (ii) via certified mail, with return receipt requested; (iii) via a commercial delivery service that provides proof of delivery; or (iv) via any delivery method mutually agreed to by the Parties, to the following addresses, unless one Party has been notified by the other Party of a change of address or ownership. Grantor: River Ranch, LLC c/o John P. Lichtenegger 2480 East Main Street • Jackson, Missouri 63755 Board: Executive Director State Board of the Great Outdoors Colorado Trust Fund 303 E. 17th Ave., Suite 1060 Denver, CO 80203 County: Eagle County, Colorado c/o Director of Open Space P.O. 850 Eagle, CO 81631 Grantee: Colorado Open Lands 274 Union Blvd., Suite 320 Lakewood, CO 80228 If addresses change, Grantor shall provide updated information to Grantee, County and the Board in a timely manner. If a notice mailed to either Party at the last address on file is returned as undeliverable, the sending Party shall provide notice by regular mail to the other Party's last known address on file with the tax assessor's office of the county in which the Property lies, and the mailing of such notice shall be deemed compliance with this Section. Notice given to the designated representative of a trust or business entity shall be deemed notice to the trust or business entity, and notice given to the designated representative of a common or jointly held ownership shall be deemed notice to all owners. 23. Liens on the Property. 23.1 Current Liens. 23.1.1. Grantor represents and warrants that the Deed of Trust dated December 28, 2007 and recorded on January 2, 2008 at Reception No. 200800008, and the Financing Statement recorded on January 2, 2008 at Reception No. 200800009 in the ...115 31 records of the Clerk and Recorder of Eagle County, Colorado (collectively the "2008 Deed of Trust ") are subordinate to the rights of Grantee under this Deed as evidenced by that certain Subordination Agreement (2008 Deed of Trust) dated , 2012, between Grantor and Montgomery Bank, and recorded on , 2012 at Reception No. in the records of the Clerk and Recorder of Eagle County, g 23.1.2. Grantor represents and warrants that the Deed of Trust dated June 9, 2010, and recorded on July 12, 2010 at Reception No. 201013771 in the records of the Clerk and Recorder of Eagle County, Colorado (the "2010 Deed of Trust ") are subordinate to the rights of Grantee under this Deed as evidenced by that certain Subordination Agreement (2010 Deed of Trust) dated , 2012, between Grantor and Girardeau Ventures, LLC, a Missouri limited liability company, and recorded on , 2012 at Reception No. in the records of the Clerk and Recorder of Eagle County, Colorado. 23.1.3. In addition to the Subordination Agreement described in Section 23.1.2, Grantor represents and warrants that the debt secured by the 2010 Deed of Trust will be paid in full and that such Deed of Trust will be released and will not be a lien or encumbrance on the Property at the time of recording of this Deed. 23.3. Subsequent Liens. No provisions of this Deed should be construed as impairing the ability of Grantor to use the Property as collateral for subsequent borrowing. Any mortgage or lien arising from such a borrowing is and shall remain subordinate to this Easement or any amendments hereto. 24. Grantor's Representations and Warranties. 24.1 Except as provided in Section 23.1 (Current Liens) of this Deed, Grantor represents and warrants that Grantor: i) has good and sufficient title to the Property, free from all liens and encumbrances securing monetary obligations except ad valorem property taxes for the current year; ii) has the right to grant access to the Property to Grantee for the purposes described in this Deed and has in fact granted said access to Grantee; and iii) shall defend title to the Property against all claims that may be made against it by any person. 24.2 Grantor represents and warrants that, after reasonable investigation and to the best of Grantor's knowledge: 24.2.1. No Hazardous Materials exist or have been generated, treated, stored, used, disposed of, deposited, or transported, in, on, or across the Property; there has been no release or threatened release of any hazardous materials on, at, beneath, or from the Property; and there are no underground storage tanks located on the Property; 24.2.2. Grantor and the Property are in compliance with all federal state, and local laws, regulations, and requirements applicable to the Property and its use; ns 32 24.2.3. There is no pending or threatened litigation in any way affecting, involving, or relating to the Property; and 24.2.4. No civil or criminal proceedings or investigations have been threatened or are now pending, and no notices, claims, demands, or orders have been received, arising out of any violation or alleged violation of, or failure to comply with, any federal, state, or local law, regulation, or requirement applicable to the Property or its use. 25. Acceptance. Grantee hereby accepts without reservation the rights and obligations created by this Deed for which no goods or services were exchanged or provided. 26. General Provisions: 26.1. Severability. If any provision of this Deed, or the application thereof to any person or circumstance, is found to be invalid, the remainder of the provisions of this Deed, or the application of such provision to persons or circumstances other than those as to which it is found to be invalid, as the case may be, shall not be affected thereby. 26.2. Captions. The captions in this Deed have been inserted solely for convenience of reference and are not a part of this Deed and shall have no effect upon construction or interpretation. 26.3. Waiver of Defenses. Grantor hereby waives any defense of laches, estoppel or prescription and acknowledges and agrees that the one -year statute of limitation provided under C.R.S. § 38 -41 -119 does not apply to this Easement, and Grantor waives any rights of Grantor pursuant to such statute. 26.4. Controlling Law. The provisions of this Deed are subject to the laws of the United States and the State of Colorado as amended (or any successor provision then applicable), and the applicable regulations promulgated thereunder. 26.5. Liberal Construction. The provisions of this Deed are to be liberally construed in favor of the Purpose, and any ambiguities or questions regarding the validity of specific provisions shall be interpreted in favor of maintaining the Purpose. Any decisions resolving such ambiguities or questions shall be documented in writing. 26.6. Entire Agreement. This Deed sets forth the entire agreement of the Parties with respect to the terms of this Deed and supersedes all prior discussions, negotiations, understandings, or agreements relating to the terms of this Deed, all of which are merged herein. 26.7. Successors. The covenants, terms, conditions, and restrictions of this Easement shall be binding upon, and inure to the benefit of, the parties hereto and their respective personal representatives, heirs, successors, and assigns and shall continue as a servitude running in perpetuity with the Property. ...ns 33 26.8. Termination of Rights and Obligations. Provided a transfer is permitted by this Easement, a Party's rights and obligations under this Easement terminate upon transfer of the Party's interest in the Easement or Property, except that liability for acts or omissions occurring prior to transfer shall survive transfer. 26.9. Recording. Grantor shall record this Deed in a timely fashion in the official records of Eagle County, Colorado, and Grantee may re- record it at any time as may be required to preserve its rights in this Easement. 26.10. No Third Party Enforcement. This Easement is entered into by and between Grantor and Grantee, and is solely for the benefit of Grantor, Grantee, the Board, the County and their respective successors and assigns for the purposes set forth herein, and does not create rights or responsibilities in any third parties beyond Grantor, Grantee, the Board and the County. 26.11. Termination of the Board. In the event that Article XXVII of the Colorado Constitution, which established the Board, is amended or repealed to terminate the Board or merge the Board into another entity, the rights and obligations of the Board hereunder shall be assigned to and assumed by such other entity as provided by law, but in the absence of such direction, by the Colorado Department of Natural Resources or its successor. 26.12. Joint and Several Liability. At the time of granting this Deed the Property is in a single ownership and the Grantor is a limited liability company. In the event that the Property is owned in the future by more than one entity or individual at any given time, each such entity and individual shall be jointly and severally liable for the obligations of Grantor hereunder. 26.13. Ownership by Single Entity Consisting of Multiple Parties. If Grantor at any time is an entity which consists of shareholders, partners or members, such Grantor entity is required to include in its operating agreement, bylaws or other documents setting forth the rights and responsibilities of the entity, the right to assess such shareholders, partners or members for company obligations. Grantor shall provide a copy of such documentation at any time upon Grantee's request. 26.14. Authority to Execute. Each party represents to the other that such party has full power and authority to execute and deliver this Deed, and perform its obligations under this Easement, that the individual executing this Deed on behalf of said party is fully empowered and authorized to do so, and that this Deed constitutes a valid and legally binding obligation of said party enforceable against said party in accordance with its terms. 26.15. Compliance with Laws. Although Eagle County has a property interest in the Grantee's Proceeds as described in this Deed, nothing in this Deed shall be construed to mean that any uses, structures or construction permitted herein have been given ns 34 approval by the County in its governmental capacity. To the extent that any provision of this Deed differs from the land use regulations of Eagle County, the more restrictive provision shall apply. Grantor shall be solely responsible for obtaining any other approvals necessary for the lawful use of the Property. TO HAVE AND TO HOLD, this Deed of Conservation Easement unto Grantee, its successors and assigns, forever. IN WITNESS WHEREOF, the Parties, intending to legally bind themselves, have set their hands on the date first written above. GRANTOR: River Ranch, LLC a Colorado limited liability company By: John P. Lichtenegger, Managing Member STATE OF MISSOURI ) ) ss. COUNTY OF CAPE GIRARDEAU ) The foregoing instrument was acknowledged before me this _ day of , 2012, by John P. Lichtenegger, Managing Member of River Ranch, LLC, a Colorado limited liability company, as owner of the Property. Witness my hand and official seal. My commission expires: Notary Public ...115 35 GRANTEE: COLORADO OPEN LANDS, a Colorado non -profit corporation By Daniel E. Pike, President STATE OF COLORADO ) ) ss. COUNTY OF JEFFERSON ) The foregoing instrument was acknowledged before me this day of , 2012, by Daniel E. Pike as President of Colorado Open Lands, a Colorado non- profit corporation. Witness my hand and official seal. My commission expires: Notary Public ..0 /15 36 EXHIBIT A Leg Description of the Property Eagle County, Colorado: Township 3 South, Range 86 West 6 P.M. Tracts 42, 43, 49, 50, 52, 53 and 54. Also, a tract of land situate in Tract No. 42 -A described as follows: Beginning at a corner No. 3 of said Tract No. 42 -A, thence Easterly along the Southerly line of Tract 42 -A 1137 feet; Thence North 00 °43' East 555.55 feet; Thence North 33 °41' West 43.5 feet; Thence South 70 °35 "West 1187.8 feet to the West line of said Tract No. 42 -A; Thence South along the West line of said Tract, 197 feet, more or less to the point of beginning, County of Eagle, State of Colorado. And: Section 23: Lots 1, 5 and 6. Section 24: Lot 3 and the Southwest Quarter of the Northwest Quarter (SW1 /4NW1 /4). Excepting Tracts of land conveyed to the Denver and Salt Lake Western Railroad Company as particularly described in documents recorded in Book 116 at Page 176, in Book 116 at Page 198, in Book 116 at Page 196, in Book 82 at Page 554, in Book 116 at Page 210, in Book 116 at Page 165, in Book 82 at Page 579, and in Book 114 at Page 385 of the Eagle County records. Also excepting a parcel of land described in a Deed to the County of Eagle recorded in Book 135 at Page 167 of the Eagle County records. ...ns 37 __� \ _ , f Exhibit B � ,� r �`�` , , Colorado River Ranch Eagle County, Colorado t Based on Burns South, CO (1972, photorevised 1987) USGS 7.5 Minute Topographical Ma contour interval 40 feet. P, : Prepared by Colorado Open Lands 1111 , -- R ,_, - .. (-_,,,,,, 7 "N 91"e fin: > ' -i i„.. �_ 2 . ` . Existing Residence 4? _ 4 - � '-i Cr ; �� c . , ' Q p /• an J i / _1_ n c +.J .i T �JJ♦ ,�t j �,fi , 3.. • ' y I , . : Ranch � {ti ` X i‘• - a ' Headquarters tt ' t / / Envelope • t Y _. �f_. 4 ?y ! !! Ra ng$ r'' , � ^ ` 4 1 s 1 " ~ /�. + ,w • F enced Hay Storage r 4 .- x fiSr .s ue - -/ t -O , ) ,-.5 // . Calving Shed ) a p / ' :, .�. c a..x�;� A f f V+ 8 Historic am q, \'" ' . 1 like , . . X' / l Red Barn 2 -) ti -z Residential Building r� } ti - -,��• • • j Historic Schoolhouse ppMAA Envelope 1 < ... 1. `�i*i ' 1 - �._.._�_ y � l , v aAt ai i ;try - 7 •.4, ,L. I '� " --yikk 7 , x e i ! ;1::T . Ill Storage :; : ..5 - +: i I ' �. . Property H Homestead --, QP l" • f ��� Seventy -Acre Zone Houses �f� 0 �L.15+ -1 ����� P •- � 0 26 �''1 = � ;Q��,:� Building Envelope P , �,.' <k -�' ,'� ��-& ` " p op Fenced Hay Storage •x . - Existing Structure _ Easement B 7 . \ - _,��tv z ED Well House •0^".' ° -_ 4( _ .L . Historic Potato Cellar 1 177 Roadway Easement , , r r ' 0 Pond A Fenced Hay Storage to Easement B 0 4 .,4!",' �' " rs. 4ipp,,irs • not , , -: rv:-. M. • ah ust • t • constr .'a- one . - * Public Access Easement is 38 EXHIBIT B -1 Map of Bull Gulch Trailhead Easement • 11 $6 g I :t I Qi 3, 9Ba Il i R[R[ Y il t Ai 1 g4 G 398 59 / 314_2S -. I x qm 3Z6) 4 m0c �', € m s � i 2 n F a t $ 0.55.7@ 183. �� 1787.59 N89 58 041N Nag 58 04 ' NBC 88' 0414 A, o — F ,/* A 1 1 I 0 m 1 o J I 0 ■ / BULL GULCH PARKING AND N0 DATE REVISION _ EAGLE COUNTY ¢ ACCE39 EASEMENT ENGINEERING DEPARTMENT rilli. P 0.80% B50, 600&iMUNAY 1 O i + .i SECTION 34, TA R88W c oa FAX 973 3 + I � COLORADO RIVER RANCH BA 9215690 FN( 9]D 3aes]eB � s.®: w-v n...,e n, weo■ w _`COUNTY I ...ii5 39 , , EXHIBIT B-2 Map of River Access Site Easement 1 — — — — % | , : % k : � $ a � ® ■ ® ..--• k \ \ \ i k ® � 11 �) i .' ` y ) ". | �` . / - ! ` h 1 .. q � . , \ ; II ;,...4 ;� / �$ AI Ol .tt t $ 1" / _ ,� ° d - |� / 1 . \ .2. ,/ 9 t` ; i » y \ s �/ 1 /\ \ 4> '. / ; , /1 • ° Z y \ �,�,\ / x - ^ / ¥ � � /i ;$ ° y . ;| ® ;,•. k \' . § I ' \ � � 1*-- � ! \/ » . \ I \ S U ` « _| \\ — — — — ■ RIVER aC��m�IA� © |2§ � ,� . - - - } �\ EAGLE, . ` . 15 40 EXHIBIT B -3 Map of River Ranch School Site Easement I ,. 1i$ i 1 Pi \\ :. 1 Ali '''• , . , ilil `IN .„ . _ .. , . , R\ � i 8 o % a 19 - .,,,,-''' - .nVi 1 � I �'P 2407.. 1,-- No. or srvt SO Of 2PW 4 we ona oanacemeeniM "Mires 4 MUMS MOMYMI CM mvamom.IIIVCI el n 1 >C/ Fn O SCHOOL PARKING AND N0. °"E "."8101 EAGLE COUNTY ee ACCESS EASEMENT ARM ENOINEETiNO DEPARTMENT R - PA.NO%Eq 500 ERObMAY / % + TRACT S3 TSS, ROW GAOLS, C OLORADO RAVER RANCH LA>Ad ®FAX FAX UM 921141118 ._ ..e wv arm w. raw. r ` :COT; N ... /IS 41 EXHIBIT C Description and Measurement of "Height" BUILDING HEIGHT is defined on the following illustrations: STEPPED OR TERRACED BUILDINGS The building height of a stepped or terraced building on a lot with an average slope in excess of fifteen (15) percent shall be measured as the maximum height of any building segment from natural or finished grade (whichever is more restrictive) at any point directly above that grade location. A building segment is a portion of the building that contains one -third of that building elevation being measured. A stepped or terraced structure shall not exceed the maximum height of thirty -five (35) feet, plus, either (a) the maximum grade differential to the lowest point of grade within five (5) feet of the structure or (b) ten (10) feet, whichever is less. P ACOURY UE MAT WS PARALLEL TO NATURAL MACE W11NO WADING ROp1T 1 11 1 1.1.13 WARM 1.00 04C U/DC ORTEIERIUL VAIN NATURN. WADE .11 NMI ME FOOT PRINT Of ME SITAJCILE y ER 144 MOENEN a LESS g a 1 5 •_ 11 • Ic 101ES1 PORT OF CRAZE NM FIVE FEET OF 111E STRUCTURE FLAT ROOF STRUCTURES ILIAOIIARY 1ME IMAT RUNS PARM TA E 1LIONO LEL TO NARRUL 441411(46 HEIO11 >> b ` 1 _ X NAI•AAV HEW MQUONG g CAME OFFEAE11111. NTIM YRAIrt dAa-N, THE FOOT Ail! OF THE SIRUCIURE c OR 111 IPAOEVER 6 LESS Zi 2�V: ! aB h ? 5 LOIE51 PONT OF OUR 1111104 AVE FEET OF RE STRUCTURE ... /15 42 BUILDING HEIGHT CALCULATIONS FOR LOTS HAVING AN AVERAGE SLOPE OF LESS THAN THIRTY (30) PERCENT. Building height means the distance measured vertically on all sides of a structure, from the natural or finished grade (whichever is more restrictive) of any given point to a point directly above that location that is: (a) the top of a flat roof, or mansard roof; or (b) the midpoint between the eave line and the peak of a gable, gambrel, hip or shed or similar pitched roof; or (c) the peak of any roof that exceeds a slope of a twelve to twelve (12:12). MIDPOINT co zl a X NATURAL GRADE OR FINISHED GRADE WHICHEVER IS MORE RESRTICTIVE FLAT ROOF STRUCTURES 1- c U NATURAL GRADE OR FINISHED GRADE WHICHEVER IS MORE RESTRICTIVE — V ...ns 43 1 BUILDING HEIGHT CALCULATIONS FOR LOTS HAVING AN AVERAGE SLOPE OF THIRTY (30) PERCENT OR GREATER. Building height means the distance measured vertically on all sides of a structure, from the natural or finished grade (whichever is more restrictive) at any give point to a point directly above that location that is: (a) the top of a flat roof, or mansard roof; or (b) the midpoint between the eave line and the peak of a gable, gambrel, hip, shed or similar pitched roof; or (c) the peak of any roof that exceeds a slope of a twelve to twelve (12:12). The measurement of three (3) sides may exceed the maximum building height allowable for the zone district in which the building is located by a maximum of twenty -five (25) percent. km. GRIDS, we Gm NDBCNTl MEEO ME YA5 MING WOW , E%QED ME u, BUl m MAGI A IS NONE cam - OX. 33 alsON�D.£ BY 25 l , HEIGHT ALLDNABIf BY 25% ._. _._ ON S S>OEB % a 9 a a GRADE N BAG(CRQNO NATURAL GRADE IR FN51E5 CM YIBORO 5 YGNE RESRBC1i -� FLAT ROOF STRUCTURES NAM cm CA none MADE NIIMER IS IRK NESTRW N m illi -- -__. EMCEED ME YAA MOM _. _.. • MUD ME YA5 BMX RECIIT RYES ORAHE BY 25% H5 7 � AaI BY 255 ON 3 4 a GRADE N BAG(C72GpD -� V NATURAL (AIDE GI MOLD GRIDS NfGf O 5 YCRE EQS1ROVE 2 ... /15 44 EXHIBIT D Description of Water Rights (Page 1 of 3) Any and all ditches and ditch rights, water and water rights, reservoir and reservoir rights, springs and spring rights, and wells and groundwater rights, whether or not adjudicated, located on, appurtenant to or historically used in connection with the real property described on Exhibit A attached hereto and by this reference made a part hereof, including without limitation, the following water rights: I. Direct Flow and Storage Rights: Structure Source Amount Adjudication Appropriation Case No. (cfs or at) Date Date George McCloskey Ditch Horse Creek 0.5 cfs 11/20/1890 04/15 /1888 295 Nelson Ditch Horse Creek 1.8 cfs 11/20/1890 10/10/1888 295 Nelson Ditch Horse Creek 1.0 cfs 11/20/1890 06/13/1890 295 Nelson Ditch Horse Creek 1.5 cfs 09/13/1967 10/31/1941 1416 Nelson Ditch Horse Creek 2.0 cfs 09/13/1967 05/15/1965 1416 Nelson Ditch Horse Creek 1.5 cfs 09/13/1967 05/06/1966 59 Enlargement of Nelson Ditch Horse Creek 3.0 cfs 06/24/2002 07/30/1998 98CW134 McCloskey Ditch No. 1 Horse Creek 0.6 cfs 11/20/1890 02/14/1889 84CW218 McCloskey Ditch No. 2 Horse Creek 0.2 cfs 11/20/1890 04/01/1889 84CW218 Wilson and Doll Ditch Red Dirt Creek 1.4cfs ( *1) 12/09/1907 07/26/1902 466 Wilson and Doll Ditch Red Dirt Creek 6.3 cfs 12/09/1907 07/26/1902 466 Wilson and Doll Ditch Red Dirt Creek 3.0 cfs 12/07/1956 12/31/1922 1123 Wilson and Doll Ditch Red Dirt Creek 1.0 cfs 12/07/1956 03/24/1953 1123 ( *2) Enlargement of Wilson and Doll Ditch Red Dirt Creek 4.0 cfs 06/24/2002 07/30/1998 98CW134 C J Gustafson Ditch Horse Creek 2.5 cfs 12/09/1907 09/09/1902 466 Willow Creek Ditch Willow Creek 1.5 cfs 09/13/1967 08/24/1965 1416 Willow Creek No. 4 Ditch Willow Creek 2.0 cfs 09/13/1967 07/15/1966 59 Gyp Cliff Ditch Colorado River 4.0 cfs 09/13/1967 04/30 /1962 1416 ( *3) Notes: ( *1) In a Quit Claim Deed and Assignment dated April 21, 1998, recorded April 24, 1998 under Reception No. 653561, Nottingham Investment Co., LLLP, expressly reserved the first 1.0 cfs out of the total 8.7 cfs (2.4 cfs and 6.3 cfs) decreed under Priority No. 181 in the Wilson and Doll Ditch, together with the right to use the headgate, ditch and pipeline associated therewith. ( *2) Subject to Order of Abandonment dated October 5, 2006. ( *3) An alternative point of diversion for Gyp Cliff Ditch was decreed to the Nottingham Pump in Case No. 90CW147 on December 27, 1990. Colo Riv Ranch 14 091012 Page 45 EXHIBIT D Description of Water Rights (Page 2 of 3) I. Direct Flow and Storage Rights (continued): Structure Source Amount Adjudication Appropriation Case No. (cfs or at) Date Date Nottingham Pump Colorado River 4.0 cfs 09/13/1967 04/30/1962 90CW147 ( *4) Nottingham Pump No. 2 Colorado River 4.0 cfs 12/31/1991 06/15/1991 91CW101 Nottingham Pump No. 1 Enlargement Colorado River 10.0 cfs( *5) 06/24/2002 07/30/1998 98CW134 Nottingham Pump No. 2 Enlargement Colorado River 10.0 cfs( *5) 06/24/2002 07/30/1998 98CW134 River Ranch Pump Colorado River 5.0 cfs 06/24/2002 08/21/2000 98CW134 River Ranch Pond All ponds: 11.47 af 06/24/2002 12/31/1997 98CW134 Colorado River; Horse Creek Willow Creek, & Red Dirt Creek River R anch Go Course Pond 5.85 of 06/24/2002 07/30/1998 98CW 134 No 1 River Ranch Go lf Course Pond 83.55 of 0 6/24/2002 07/30/1998 98CW 134 No 2 River Ranch Golf Course Pond 23.25 of 06/24/2002 07/30/1998 98CW134 No. 3 River Ranch Golf Course Pond 6.98 of 06/24/2002 08/21/2000 98CW134 No. 4 River Ranch Golf Course Pond 2.78 af 06/24/2002 08/21/2000 98CW134 No. 5 River Ranch Golf Course Pond 40.28 af 06/24/2002 08/21/2000 98CW134 No. 6 River Ranch Golf Course Pond 3.3 af 06/24/2002 08/21/2000 98CW134 No. 7 River Ranch Golf Course Pond 24.45 af 06/24/2002 08/21/2000 98CW134 No. 8 Westside Water Feature Horse Creek, 3.0 cfs 06/24/2002 08/21/2000 9 8CW 134 Willow Creek and Colorado River North Water Feature Colorado River 3.0 cfs 06/24/2002 08/21/2000 98CW134 and Red Dirt Creek South Water Feature Colorado River 3.0 cfs 06/24/2002 08/21/2000 98CW134 and Red Dirt Creek Notes: ( *4) Alternative point of diversion for Gyp Cliff Ditch decreed to the Nottingham Pump in Case No. 90CW147 on December 27, 1990. ( *5) Combined total of 10 cfs for both Pump Enlargements. Colo Riv Ranch 14 091012 Page 46 EXHIBIT D Description of Water Rights (Page 3 of 3) II. Alternate Points (Case No. 98CW134) 1. Nottingham Pump No. 1 and 2 and River Ranch Pump for each other and for Nelson, Willow Creek No. 4 and Wilson and Doll Enlargements; 24 cfs. 2. Ponds for each other; 201.91 of 3. Wells for each other; 515 gpm III. Groundwater Rights Adjudicated in Case No. 98CW134 Well Name Amount 1. River Ranch Well No. 1 (Permit No. 14081) 20 gpm 2. River Ranch Well No. 2 (Permit No. 148293) 15 gpm 3. River Ranch Well No. 3 (Permit No. 147095) 15 gpm 4. River Ranch Well No. 4 (Permit No. 162460) 15 gpm 5. Corral Well 30 gpm 6. Westside Well 30 gpm 7. Double -wide Well 30 gpm 8. Clubhouse Well 30 gpm 9. Cabin Well No. 1 30 gpm 10. Cabin Well No. 2 30 gpm 11. Cabin Well No. 3 30 gpm 12. Cabin Well No. 4 30 gpm 13. River Ranch North Supply Well No. 1 30 gpm 14. River Ranch East Supply Well No. 1 30 gpm 15. River Ranch East Supply Well No. 2 30 gpm 16. Comfort Station Well No. 1 30 gpm 17. Comfort Station Well No. 2 30 gpm 18. Range Building Well 30 gpm 19. Maintenance Building Well 30 gpm Colo Riv Ranch 14 091012 Page 47 EXHIBIT E Sample Notice of Transfer of Property To: Colorado Open Lands ( "Grantee ") From: [Insert name of fee owner] ( "Grantor ") Pursuant to Section 13 (Transfer of Property) of the Deed of Conservation Easement recorded [datel under reception number , Grantee is hereby notified by Grantor of the transfer of the fee simple interest in the subject Property legally described in Exhibit A attached hereto effective [insert date of closing] to [insert name of new Grantor], who can be reached at [insert name, legal address, phone and fax number]. Also pursuant to Section 13 (Transfer of Property) of the aforementioned Deed of Conservation Easement, a copy of the new ownership deed is attached. GRANTOR: By: Title: STATE OF COLORADO ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 201_, by as of Witness my hand and official seal. My commission expires: Notary Public Date: Colo Riv Ranch 14 091012 Page 48 UNION rAlAt'K: KAILKUAD COMPANY tatimi ASSIGNMENT RIDER AGREEMENT BUILDING AMERICA' Modified Standard Form: 09/14/2012 ' 41 UPRR Folder No. 2566 -20 UPRR Audit No. 260419 ASSIGNMENT RIDER AGREEMENT RIVER RANCH, LLC, a Colorado limited liability company, doing business as COLORADO RIVER RANCH to be addressed at PO Box 350, Jackson, Missouri 63755 (hereinafter Assignor "), and UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, (hereinafter "Railroad "), or their predecessors in interest, have heretofore entered into an agreement dated October 18, 2011, bearing Railroad's Folder Number 2566 -20, Audit Number 260419 (hereinafter "Basic Agreement") covering the construction, maintenance and use of the new Colorado River Ranch Road underbridge crossing located at Railroad g oad Mile Post 156.06 on its Glenwood Springs Subdivision near Range, in Eagle County, Colorado. Effective as of the 24 day of September, 2012, the Assignor does hereby sell, assign, transfer and set over, unto COUNTY OF EAGLE, a Colorado political subdivision, to be addressed at PO Box 850, Eagle, Colorado 81631 (hereinafter "Assignee ") all of Assignor's right, title and interest in and to the Basic Agreement including any supplement or amendment thereto (if any). The Assignee hereby accepts the above assignment and agrees to be bound by and to perform and observe fully and faithfully all of the covenants, stipulations and conditions contained in the Basic Agreement and any supplement or amendment thereto (if any) to be performed and observed by the Assignor and assumes all liabilities and obligations mentioned in the Basic Agreement. The Railroad, in consideration of the covenants and agreements of the Assignor and the Assignee herein contained, gives its consent to the aforesaid assignment. On or before the execution of this Assignment, Assignee shall provide Railroad with certificates of insurance evidencing the insurance required by the Supplemental Assignment Provisions for Eagle County, a Colorado Governmental Entity, attached hereto and incorporated herein as Exhibit A. Certificates of insurance shall be issued on the ACORD or equivalent form. The Assignee, when returning this agreement signed by the Assignor and Assignee, shall pay to Railroad an administrative handling charge of FIVE HUNDRED DOLLARS ($500.00). Executed this 11414)-- day of S 4tf'Yl, r , 20 1 2566 -20 River Ranch LLC @ Range, CO Page 1 of 4 Sept. 24, 2012 Colorado River Ranch Road UNION PACIFIC RAILROAD COMPANY ASSIGNMENT RIDER AGREEMENT BUILDING AMERICA' "O ' Modified Standard Form: 09/14/2012 +�I UNION PACIFIC RAILROAD COMPANY Federal Tax ID 04- 6001323) By 11/ 4 AolliAlliLLA A & PAUL - .F " L -nior Manage' Contracts WITNESS: RIVER RANCH, LLC doing business as COLORADO RIVER RANCH By Printed Name: Title: WITNESS: COUNTY OF EAGLE By Printed Name: Title: 2566 -20 River Ranch LLC @ Range, CO Page 2 of 4 Sept. 24, 2012 Colorado River Ranch Road UNION PACIFIC RAILROAD COMPANY ASSIGNMENT RIDER AGREEMENT 8UILOING AMERICA Modified Standard Form: 09/14/2012 UPRR Folder No. 2566 -20 UPRR Audit No. 260419 EXHIBIT A SUPPLEMENTAL ASSIGNMENT PROVISIONS FOR EAGLE COUNTY, A COLORADO GOVERNMENTAL ENTITY Due to the conservancy and recreational intent of the Assignment Rider Agreement dated September 24, 2012, and the Basic Agreement dated October 18, 2011, not withstanding, anything to the contrary in the Basic Agreement, Eagle County shall have all the protections available to it under Colorado law. Eagle County does not waive or intend to waive the limitations on liability that are provided to it under Colorado Governmental Immunity Act. C.R.S. Section 24 -10 -101, et. seq. Railroad's liability shall be subject to the limitations of C.R.S. § 33 -41 -103 entitled Limitation On Landowner's Liability. Assignee ee shall post signage tY gn p gn ge ut111zmg Colorado Revised Statutes (CRS) Sections 33 -41 -101 through 33 -41 -106, titled, "Owners of Recreational Areas - Liability") that shall be consistent with the language set forth below: THIS RAIL ROAD CROSSING PROPERTY IS OWNED BY UNION PACIFIC RAILROAD Pursuant to Colo. Rev. Stat. § 33 -41 -101 et. seq. this road may only be used by the public for recreational purposes. The public must stay on the road at all times and may only cross the rail road tracks where the road goes under the tracks. No permission is given to the public to otherwise be next to or near the rail road tracks. Members of the public who stray from the road are trespassing. Assignee shall fabricate, install and maintain such signage. Notwithstanding anything to the contrary in the Basic Agreement or this Assignment, Assignee shall be required to obtain and maintain, during the term of this Agreement, general liability insurance (GLI) with a limit of not less than $150,000 for any injury to one person in any single occurrence and not less than $600,000 for injury to two or more persons in any single occurrence. GLI insurance may be written on a claims -made or occurrence form (or a substitute form providing equivalent coverage). The policy must also contain the following provision or endorsement, which must be stated on the certificate of insurance: 2566 -20 River Ranch LLC @ Range, CO Page 3 of 4 Sept. 24, 2012 Colorado River Ranch Road UNION PACIFIC RAILROAD COMPANY u irarr ASSIGNMENT RIDER AGREEMENT BUILDING AMERICA' Modified Standard Form: 09/14/2012 "Contractual Liability Railroads ISO form (or a substitute form providing equivalent coverage) showing `Union Pacific Railroad Company Property' as the Designated Site." Insurance shall be placed with a company having a current Best's Insurance Guide Rating of at least A- and Class VII, or better, and is authorized to do business in the state of Colorado. The foregoing policy shall be adjusted by the parties every three (3) years to reflect legislative changes to the Colorado Governmental Immunity Act. In any event, however, the foregoing per occurrence policy limits shall not be less than ($600,000). Each policy obtained by Assignee shall include Railroad, as additional insured. The Assignee's insurance shall be primary with respect to its obligation under this Agreement and with respect to the interests of Railroad, as an additional insured. Any other insurance maintained by Railroad shall be in excess of the coverage herein defined as primary and shall not contribute with it. Assignee's insurance shall be maintained for the full term of this Agreement and shall not be permitted to expire or be canceled or non - renewed unless thirty (30) days prior written notice is provided to the Railroad. If any insurance company refuses to provide the require notice, the Assignee or its insurance broker shall notify the Railroad of any cancellation, suspension, non - renewal of any insurance within seven (7) days of receipt of insurers' notification to that effect. Remainder of this page intentionally left blank. 2566 -20 River Ranch LLC @ Range, CO Page 4 of 4 Sept. 24, 2012 Colorado River Ranch Road Colorado River Ranch Management Plan -Final October 3, 2012 Background: The Colorado River Ranch (CRR) is a 1,017 acre property located on the Colorado River 12 miles upstream from Dotsero (Property). The Property will be protected through a unique partnership between Eagle County Open Space (ECOS), Great Outdoors Colorado (GOCO), The Conservation Fund (TCF), River Ranch, LLC and Colorado Open Lands (COL). A perpetual conservation easement will limit development on the Property and separate access agreements between Eagle County and River Ranch, LLC will provide three permanent, irrevocable public access points. The purpose of the management plan is to provide an outline of how the Property will be managed in a manner that protects the Conservation Values as that term is defined in the conservation easement and provides compatible public recreational access. All use and management of the Property must be consistent with the terms of the conservation easement as determined by Colorado Open Lands and access easements between Eagle County and the River Ranch, LLC. Agriculture: CRR is a certified organic ranch that raises hay and cattle. The owners have identified ranching as a desired use, one which is consistent with the conservation easement and will be continued into the future. CRR maintains full discretion as to whether to maintain "organic certification" on any part or all of the ranch. Irrigation: Water from Red Dirt Creek reaches CRR through a system of gravity fed ditches that water the portion of the ranch Tying between the Colorado River and Colorado River Road. Currently, the Wilson and Doll Ditch is not functioning due to severe damage to the headgate sustained during a storm in July 2012. Repair of the ditch is a decision for the current owners of CRR and the Nottingham Red Dirt property upstream. However, for CRR to maintain its substantial water rights from the Colorado River, this water must be applied to the Property. Water Court Decree, Division 5, Case No. 98CW134 allows alternative points of diversion for the Wilson Doll Ditch from Nottingham No. 1, Nottingham Pump No. 2, and the River Ranch Pump. Under the decree CRR can divert the Wilson and Doll Ditch water by pumping the equivalent amount from the three pumps. A center pivot system was installed on the portion of the ranch west of the Colorado River which significantly increases the productivity. Fences: All new fences will be built using wildlife friendly guidelines as established by Colorado Parks & Wildlife. These guidelines dictate that the lowest wire be lower than 16 inches from the ground or more that 42 inches high. Per the conservation easement, no fences will be built using materials that draw attention to the viewer, such as white fences. 67( Li , ; 4' River Ranch, LLC will maintain fences in a manner that allows adequate rotation of livestock to prevent over grazing. Noxious Weeds: The Present Conditions report, prepared by Rare Earth Science and referred to in the conservation easement, states that noxious weeds are not a serious problem on the Property, but several species are present. Due to the ranch's organic status, chemical herbicides are not permitted. However, mechanical and bio- control measures will be implemented. Spread of noxious weeds poses a potentially serious threat to the conservation, wildlife and agricultural values of the Property and will be actively prevented. Recreation: The owners have identified Recreation as a desired use consistent with the activities listed in Section 5.5 and 6.3 of the conservation easement. Hunting and fishing on the Property will be at the discretion of the landowners and must be consistent with Colorado Parks & Wildlife licensing and regulations. However, public fishing at the River Access Site is allowed per the River Access easement agreement. This area will be signed to make users aware of the allowable fishing area. CRR may choose at its discretion to enroll portions of the Ranch in Colorado Parks & Wildlife's "Walk -in Hunter Access Program" (winter water fowl hunting). Parking for such Hunters will be permitted and confined to the Colorado River Access Site. Roads: Roads on the Property will be maintained at the discretion of the landowner. Colorado River Road is currently maintained by Eagle County. Public Access to Colorado River Ranch: Access to the Property is at the discretion of the landowner, with the following exceptions: Colorado River Ranch River Access Site: The Colorado River Access Site will provide public recreational access to the Colorado River at the far southern end of the CRR (see Map 1), under the Union Pacific Railroad trestle. Eagle County plans to construct a boat launch facility and parking area in spring 2013 as defined in the separate access and parking easement agreement. The planning for this site development will start in the fall of 2012 and include owners or representatives of River Ranch, LLC and COL. Under the terms of the easement agreement the site may also include driveway widening and improvements, installation of directional, interpretive and regulatory signage, post and rail fencing around the parking area, fee - collection box, and possibly a restroom. The cost for these improvements will be borne by Eagle County Open Space. Hours of Operation: The Colorado River Ranch River Access Site will be open year round, but will be closed to the public daily from 30 minutes after sunset to 30 minutes before sunrise. Overnight camping will not be allowed, but overnight parking of vehicles may be permitted by Eagle County Open Space since some river users will be completing multi -day float trips. Public fishing from the boat launch area will be allowed, but hunting will not. The entry gate to the Colorado River Ranch River Access Site located on Colorado River Road will remain open to facilitate public access. The gate may be closed by the landowner for brief periods when cattle are being relocated within the Property, but under no circumstances may be locked. The owners of Property may travel through the Colorado River Ranch River Access Site at any time for any reason without charge. However, cattle will only be moved through the area, not penned. Colorado River Ranch Schoolhouse Site: The Colorado River Ranch Schoolhouse is a historic structure located up near Colorado River Ranch Road (see Map 1). Under the terms of the easement agreement, Eagle County has the right, but not the obligation, to build a small parking area and other improvements permitted in the easement agreement that would provide public access to the Schoolhouse. Currently, Eagle County does not have plans to develop this site in 2013. Improvements may be developed within five years. Bull Gulch Access Point: Eagle County also has the right, but not the obligation, under a separate easement agreement to construct a parking lot at the entrance to the Bull Gulch Wilderness Study Area, but has no plans to develop this site in 2013. Eagle County will likely develop this site when and if existing access to the Bull Gulch Wilderness Area changes. Site Management: Eagle County Open Space, BLM or a third party contractor will routinely check the public easement areas to remove litter, monitor usage, educate users and otherwise ensure a quality experience. f. $ ‘ 1' 1 b /3 /12-- Jdhn,Cichtenegger, River Ranch, LLC Date Daniel Pike, Colorado Open Lands Date Peter Runyon, Eagle County Commissioner Date ..- . - J :..➢',°' .. " ' Tn,"t: aa k -.. i 71' ,,,,x , ,., V. s` (=Colorado RNer Ranch boundary � NemnaS Agda,fwrm lmapay program t " Q Ranch Headquarters Envelope (10 acres sea Fi 3a ) +, Ee4b Ceunty mom woomme (2017) 1+... Edscti'e Scab 7 70300 ^r �°^• J A. � 70-Acre Zone (for rasldandal bu!Idinp envelope) F ? 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' } ' ? 1111 Bridge 7 • r • i d. hg ^ " r r/ ' � y / !; fraud borrow site { F . �,� " r v 4 t �"" r` ` ,,, NI Old foundation ? .per. *t F r ' tj w , . �' Sediment impoundment ,,a -•.', 0 K Y.S y , .^ 1 , 0 `� - Wonc pert < t r - 7 Wonc pens or corrals Pond ate f dt, ' Hrstor c potato cellar [t "c - ttt�yy` '- ,°. f . i IMPROVEMENTS &SELECTED ' r RARE Folks SCIENCE 7 FEATURES MAP oAT7e: Nag. xoiz FIGURE , ,. r — PO Box 1215 DrasmeaY . o.N rtM P mras. caora e1428 COLORADO R NER RANCH CONSERVATION EASEMENT 3 • '. - (9701527-845 PRESENTCONDITIONS REPORT � r VanaMStrssepoa -o0as, Eagle County , Colorado ,.. ' -. '--.' - ----- - if Atrx -- "Wft:6-... 4 - National Agricultural Imagery Program ;:l :.- !:',-;': - '' r: ..,:',- : ::'i- - r: -,'-' -:- , -.--- t• '• : - . .- _. 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'' ' ' fr':' '' - ' ' ''''' '-'', ' - '' : ''''' r ''''''''''''''' ; ' ',.: - ',' . -7 l ' Imr-.7; ---..,,,, - • - . - . • , . . ., Riparian vegetation 0 , r,* -?,;:,;' rp '-tr - ., - a Aiii,i, . ' -- '' ilufe 0,c° 1. ,.. ' ,, Illippen water (Colorado River) 4 ''' ,‘ ., '''' /-',,, .4'.'''.' :4, . . ,, .:, ,%1'. .,A..f .:,-,-,*:.'-:-P:'1-11..i';'',ASilikilidiLt,--.'''':' ' ;:, ' '" - '- 1 i 1617 [ART!' SCiENCE VEGETATION COMMUNITIES FIGURE DATE: August 2012 . PO Box 1245 DRAWN BY: D. Reeder Paonia, Colorado 81428 COLORADO RIVER RANCH CONSERVATION EASEMENT 5 PRESENT CONDITIONS REPORT (970)527-8445 dawnOrareearthscience.com Eagle County, Colorado