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HomeMy WebLinkAboutR15-099 Cordillera Ridge Property Commissioner moved adoption of the following resolution: BOARD OF COUNTY COMMISSIONERS COUNTY OF EAGLE, STATE OF COLORADO RESOLUTION NO. 2015-(W RESOLUTION APPROVING THE CONVEYANCE OF A CONSERVATION EASEMENT ON THE CORDILLERA RIDGE PROPERTY TO THE EAGLE VALLEY LAND TRUST AND AUTHORIZING ANY OF THE EAGLE COUNTY COMMISSIONERS TO EXECUTE ALL DOCUMENTS NECESSARY TO COMPLETE SUCH CONVEYANCE WHEREAS, Eagle County acquired the Cordillera Ridge Property described as Lots 1, 2, and 3 and NW1/4SW1/4 of Section 7, Township 5 South,Range 82 West of the 6th P.M. County of Eagle, State of Colorado, representing approximately 167.95 acres of land (hereinafter the"Property") as part of the Eagle Valley Land Exchange; and WHEREAS, as part of the Eagle Valley Land Exchange the Eagle County Board of County Commissioners ("Board") agreed to permanently protect and preserve the Property through the conveyance of a conservation easement to a qualified land trust; and WHEREAS, the Open Space Advisory Committee has also considered the matter and. recommends that the Property be permanently preserved through the conveyance of a conservation easement to the Eagle Valley Land Trust; and WHEREAS,various documents, including but not limited to, a conservation easement, an access easement, and a maintenance agreement will need to be signed in connection with the permanent preservation of the Property, and the Board wishes to authorize any of the County Commissioners to execute all documents necessary to complete this transaction. NOW,THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF EAGLE, STATE OF COLORADO: THAT, the Board hereby approves and agrees to permanently preserve the Property through the conveyance of a conservation easement to Eagle Valley Land Trust substantially in the form attached as Exhibit A; and THAT, the Board hereby approves the management plan substantially in the form attached as Exhibit B; and THAT, the Board hereby approves the Access Easement Agreement with Cordillera Metropolitan District substantially in the form attached as Exhibit C; and THAT, the Board hereby approves the Maintenance Agreement with Cordillera APPRO D ' 0 FORM By: d1 AAA-1 Eagle C ; Attorney's Office By: Eagle County Commissioners'Office Metropolitan District substantially in the form attached as Exhibit D; and 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 the Property, all in a form acceptable to the Eagle County Attorney; and THAT,the Board of County Commissioners finds, determines and declares that this Resolution is necessary for the public health, safety and welfare of the citizens of the County of Eagle, State of Colorado. MOVED AND ADOPTED by the Board of County Commissioners of the County of Eagle, State of Colorado, at its regular meeting held the day of DIA4A4A4pKia.015. o COUNTY OF EAGLE, STATE OF ? �1 % 14 COLO' A DO, By and Through Its * * BO� ,''DOF :� TYC• MI S �•NERS ATTEST: - Coco*�n° -j .— 'f►,tea-tLv ( . By: . �I���_ / L.�LL d_ Clerk to the Board of Ka by • dler-Henry County Commissioners Chair 6nne McQueey Commissioner Jillian H. Ryan Commissioner Commissioner QA-LW-4.4.0t t( 4*-- - la-c.vi t eeeilded adoption of the foregoing resolution. The roll having been called, the vote was as follows: Commissioner Chandler-Henry 444 ` - Commissioner McQueeney b4—,t Commissioner Ryan eklhSk—g.-4T /This resolution passed by 0 vote of the Board of County Commissioners. After recording,please return to: Eagle Valley Land Trust Attn: Jim Daus P.O.Box 3016 I- A Edwards,CO 81632 Any time the Property is transferred by Grantor to any third party, Grantor shall pay a transfer fee of$500 to Grantee and notify Grantee pursuant to the requirements of Section 11 of this Deed. DEED OF CONSERVATION EASEMENT Cordillera Ridge Open Space THIS DEED OF CONSERVATION EASEMENT ("Deed") is granted on this day of , 2015,by the COUNTY OF EAGLE, STATE OF COLORADO,by and through its BOARD OF COUNTY COMMISSIONERS,whose address is P.O. Box 850, Eagle, Colorado 81631 ("Grantor")to EAGLE VALLEY LAND TRUST, a Colorado non- profit corporation,whose address is P.O. Box 3016, Edwards, Colorado 81632 ("Grantee"). (Grantor and Grantee are collectively referred to herein as the "Parties"). RECITALS A. Description of Property. Grantor is the owner of the fee simple interest in approximately 167 acres of real property located in Eagle County, Colorado, more particularly described in Exhibit A and depicted in Exhibit B, both attached hereto and made a part hereof (the "Property"). B. Qualified Organization. Grantee is a "qualified organization," as defined in I.R.C. § 170(h) and a charitable organization exempt under I.R.C. § 501(c)(3), as required under C.R.S. § 38-30.5-104(2). Grantee is certified to hold conservation easements for which a state tax credit is claimed by the State of Colorado's Division of Real Estate pursuant to C.R.S. § 12- 61-720, and Rule A-1 of the Code of Colorado Regulations, Qualifications for Certification to Hold Conservation Easements, (4 C.C.R. 725-4, Rule A-1). Grantee is also accredited by the Land Trust Accreditation Commission, a national accreditation program sponsored by the Land Trust Alliance. Grantee's primary purpose is to preserve and protect the natural, scenic, agricultural, historical, and open space resources of Eagle County, including the area in which the Property is located,by assisting landowners who wish to protect their land in perpetuity to preserve and conserve natural areas, environmentally significant land, and working landscapes for ecological, scenic, aesthetic, scientific, charitable and educational purposes. C. Conservation Purposes. According to I.R.C. § 170(h)(4)(A) and Treas. Reg. § 1.170A-14(d),the conservation purposes of a qualified conservation contribution must include one or more of the following: (1)to preserve land for outdoor recreation by or education of the general public; (2)to protect relatively natural habitat of fish,wildlife or plants; (3)to preserve open space; and(4)to preserve historically important land or structures. The conservation purposes set forth in this Recital C and referred to hereafter in this Deed are collectively referred to as the"Conservation Values." The Conservation Values of the Property are as follows: 1) Open Space [Treas. Reg. § 1.170A-14(d)(4)]. The Property qualifies as open space because it is being preserved for the scenic enjoyment of the general public and pursuant to a clearly delineated federal, state or local governmental conservation policy(set forth in Recitals D and E below) and will yield a significant public benefit. a. Scenic Enjoyment. The Property's preservation will provide scenic enjoyment to the general public because the Property is in an undeveloped and natural condition, featuring a mosaic of natural vegetation communities across dramatic topography, in the context of the Lake Creek valley of the greater Eagle River Valley watershed. As such, the Property adds to the scenic character,. openness, and variety of the local rural landscape. The Property's open space provides a development buffer or visual separator between the communities of Cordillera and Lake Creek valley/Edwards. The Property is visually accessible to the public from Interstate 70 and U.S. Highway 6, and from nearby adjacent United States Forest Service(USFS) lands, and the preserved Homestead L, Miller Ranch, and Eagle River Preserve open space properties and the public trails upon them, which are actively used by the citizens of Eagle County and the State of Colorado. b. Significant public benefit. There is a foreseeable trend of urbanization and rural subdivision development in the vicinity of the Property in the near future in the community of Cordillera and the surrounding areas within Eagle County. There is a strong likelihood that development of the Property would lead to or contribute to degradation of the scenic and natural character of the area. 2) Relatively Natural Habitat[Treas. Reg. § 1.170A-14(d)(3)]. The Property supports native sagebrush and mixed montane shrublands, aspen stands, and conifer woodlands that provide forage, cover,breeding habitat, and migration corridors for a variety of wildlife species, including migratory songbirds, raptors, small mammals, and big game. The Property's habitat is "significant" as defined by Treas. Reg. § 1.170A- 14(d),because it supports or potentially supports species considered rare,threatened, or 2 of special concern—namely bald eagle and Harrington's penstemon. The Property provides summer and winter range for mule deer, summer range and a winter concentration area for elk, and overall range for mountain lion and black bear. These big game vertebrates are important to the biodiversity of the region and to the economy of Eagle County and the State of Colorado. These Conservation Values are of great importance to Grantor, Grantee,the residents of Eagle County, and the State of Colorado. It should also be noted that the terms of this Easement (defined below) do not permit a degree of intrusion or future development that would interfere with the Conservation Values. D. State Policy Concerning Conservation Easements. 1) C.R.S. § 33-1-101 provides in relevant part that "it is the policy of the state of Colorado that the wildlife and their environment are to be protected,preserved, enhanced, and managed for the use, benefit, and enjoyment of the people of this state and its visitors." 2) C.R.S. § 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." 3) C.R.S. § 38-30.5-102 provides for the creation of conservation easements to maintain land "in a natural, scenic, or open condition, or for wildlife habitat, or for agricultural,horticultural,wetlands,recreational, forest or other use or condition consistent with the protection of open land, environmental quality or life sustaining ecological diversity. . ." 4) The Colorado Department of Transportation statutes (C.R.S. § 43-1-401, et seq.) provide that the"preservation and enhancement of the natural and scenic beauty of this state"are of substantial state interest. 5) 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." 6) C.R.S. § 33-10-101 provides"It is the policy of the state of Colorado that the natural, scenic, scientific, and outdoor recreation areas of this state are to be protected,preserved, enhanced, and managed for the use,benefit, and enjoyment of the people of this state and visitors of this state." 3 E. Other Supporting Government Policy. 1) Eagle County Resolution No. 02-123 provides for the creation of an open space mill levy for the purpose of acquiring,maintaining, or permanently preserving open space to preserve wildlife habitat,protect working farms and ranches, conserve scenic landscapes and vistas,protect wetlands and floodplains, or provide public access points to rivers and streams. 2) Eagle County Resolution No. 03-097 establishes that it is the policy of Eagle County to be dedicated to "preserving wildlife habitat,protecting working farms and ranches, conserving scenic landscapes and vistas, and protecting wetlands and floodplains"within and throughout Eagle County. 3) The Eagle County Comprehensive Plan states that: "Eagle County is a place where natural ecosystems are preserved and maintained in order to assure the health and wellbeing of local wildlife populations." 4) The Eagle County Comprehensive Plan states that: "The integrity, quality and interconnected nature of critical wildlife habitat in Eagle County should be preserved." 5) The Eagle County Comprehensive Plan states that: "A variety of approaches should be utilized to preserve land as open space" including conservation easements. F. Documentation of Present Conditions. Pursuant to Treas. Reg. § 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, LLC and dated March, 2015 (the"Baseline Report"). The Baseline Report contains a natural resources inventory and also documents the Conservation Values and the characteristics, current use, and status of improvements on and development of the Property. Grantor and Grantee have viewed the Property at the time of the transfer of this Deed and each acknowledges that the Baseline Report is an accurate representation of the Property at the time of the transfer. The Baseline Report has been provided to both Parties and will be used by Grantee to assure that any future changes in the use of the Property will be consistent with the terms of this Deed. However,the Baseline 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. NOW, THEREFORE, in consideration of the recitals set forth above, incorporated herein by reference, and the mutual covenants,terms, conditions, and restrictions contained herein, and 4 pursuant to the laws of the State of Colorado, Grantor voluntarily grants and conveys to Grantee and Grantee voluntarily accepts, a perpetual conservation easement in gross ("Easement"), an immediately vested interest in real property defined by C.R.S. §§ 38-30.5-101, et seq., and of the nature and character described in this Deed, for the purpose of preserving and protecting the Conservation Values in perpetuity, subject to, and without affecting, any currently-existing rights, if any, of third parties or the United States, encumbering the Property,under Federal law, Colorado statutory law or common law ("Third-Party Rights"). 1. Purpose. The purpose of this Easement is to preserve and protect the Conservation Values in perpetuity in accordance with I.R.C. § 170(h), Treas. Reg. § 1.170A-14, and C.R.S. § 38-30.5-101, et seq. ("Purpose"). The Parties intend to permit acts on and uses of the Property that are consistent with the Purpose and not expressly prohibited by this Deed and to restrict or prohibit acts on and uses of the Property that are not consistent with the Purpose. In this Deed, "consistent with the Purpose" shall mean acts on and uses of the Property that have a positive impact,neutral impact, or no impact on the Conservation Values as determined by Grantee in its reasonable discretion as a land trust accredited by the Land Trust Alliance and certified by the State of Colorado's Division of Real Estate pursuant to C.R.S. § 12-61-720, and Rule A-1 of the Code of Colorado Regulations, Qualifications for Certification to Hold Conservation Easements, (4 C.C.R. 725-4, Rule A-1), as amended. This Deed sets forth certain uses and activities that are expressly permitted and consistent with the Purpose,but subject to specified qualifications, conditions, and requirements of, and procedures for,prior notice to or approval of Grantee. Nothing in this Deed is intended to compel a specific act or use of the Property other than the preservation and protection of the Conservation Values. 2. Rights of Grantee. To accomplish the Purpose of this Easement,this Deed conveys the following rights to Grantee, its employees and its representatives: a. To preserve and protect the Conservation Values; b. To enter upon the Property at reasonable times to monitor Grantor's compliance with and otherwise enforce the terms of this Easement;provided that,prior to such entry, Grantee shall first provide reasonable notice to Grantor, and Grantee shall not unreasonably interfere with Grantor's use and quiet enjoyment of the Property; c. To prevent any activity on or use of the Property that is inconsistent with the Purpose of this Easement, Grantee may require the restoration of such areas or features of the Property that are damaged by an inconsistent activity or use, all as more fully set forth herein; 5 d. To enforce the terms and provisions of this Deed; and e. To place signs on the Property that identify the land as being protected by this Easement, the size, number, and location of which signs are subject to Grantor's reasonable approval. Nothing in this Section 2 shall preclude the right of Grantee to enforce the preservation and protection of the Conservation Values of the Property, or any other provision of this Easement. 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. Management Plan. Grantor and Grantee have prepared and mutually agreed to a land management plan (the "Management Plan" or the"Plan"), a copy of which will be kept on file in the offices of Grantor and Grantee. The Property shall be operated and managed in accordance with the Management Plan or as otherwise set forth in this Deed. Grantor and Grantee shall review the Management Plan annually at the time of Grantee's monitoring of the Property, and the Plan shall be amended if determined necessary by either Party. If Grantor intends to undertake any activities not expressly permitted by this Deed or addressed in a current Management Plan, Grantor shall not undertake such activities unless and until Grantor has first prepared, and Grantee has approved, an amendment to the Management Plan. Any amendment to the Management Plan shall be reviewed by Grantee, and shall not be effective unless and until approved by Grantee in accordance with Sections 17 (Grantor's Notice) and 18 (Grantee's Approval)of this Deed. 5. Property Improvements. Improvements existing as of the date of this Deed are permitted. The installation,placement or construction of any other improvement is prohibited unless expressly permitted by this Section 5. a. Existing Improvements. At the time of granting of this Deed,there are no improvements on the Property except for trails, a trailside bench, a buried irrigation pipe, irrigation access dirt roads, limited perimeter and interior fencing and small directional trail signs as depicted on Exhibit C attached hereto and made a part hereof. 6 b. New Improvements. The following shall be referred to herein as"New Improvements:" 1. Grantor may place, install, construct, maintain,repair and replace the following new improvements within the one(1) acre area depicted on Exhibit D attached hereto and made a part hereof(the"Trailhead Envelope"): (i) a parking area, which Grantor may grade or surface with pavement, gravel or similar road base type material, install drainage, erosion control measures or other improvements necessary for the safe operation of the parking area; (ii) interpretive and directional signage; (iii) wildlife resistant trash collection containers; (iv)post and rail or other wildlife friendly fencing; (v)picnic tables; (vi)landscaping and landscape berms; and(vii) security cameras. 2. Prior to the location, construction,replacement or enlargement of any New Improvement as permitted in this Section 5, Grantor shall notify Grantee in accordance with Section 17 (Grantor's Notice) of this Deed. c. Road Construction and Paving. For purposes of this Section 5.c., "Roads" shall mean any permanent road that is graded, improved or maintained, including any seasonal unimproved roads. Grantor shall not construct or establish new Roads except for a Road to access the Trailhead Envelope,unless approved by Grantee pursuant to Sections 17 (Grantor's Notice) and 18 (Grantee's Approval) of this Deed. Grantor shall not pave or otherwise surface any Road without Grantee's approval pursuant to Sections 17 (Grantor's Notice) and 18 (Grantee's Approval) of this Deed. Grantor may gate the Road used to access the Trailhead Envelope. Subject to the foregoing, Grantor may maintain and repair Roads without Grantee's permission,but Grantor may not widen or otherwise improve any Road unless approved by Grantee in in accordance with Sections 17 (Grantor's Notice) and 18 (Grantee's Approval) of this Deed. d. Fences. Grantor may maintain, repair, replace or remove existing fences. Grantor may construct,maintain,repair and replace new fences anywhere on the Property,provided the location and design of such fences are wildlife friendly and are set forth in the Management Plan. e. Utility Improvements. Grantor's existing utility improvements, if any, including but not limited to: (i)transformers and power lines; and(ii)telephone lines ("Utility Improvements"),may be maintained, repaired or replaced with an improvement of similar size and type at their current locations on the Property 7 without further permission of Grantee. The construction, maintenance, repair and replacement of renewable energy generating systems including,but not limited to, wind, solar,geothermal or hydroelectric, solely for uses permitted on the Property is permitted provided that such activity is consistent with the Purpose (also, "Utility Improvements"). Grantor may install Utility Improvements within the Roads provided such Utility Improvements are needed to serve permitted improvements and uses within the Trailhead Envelope. Except as provided in the foregoing sentences, Grantor shall not install,place, construct, or enlarge any other new Utility Improvements without Grantee's approval pursuant to Sections 17 (Grantor Notice) and 18 (Grantee's Approval) of this Deed. Following the maintenance, repair, replacement, enlargement or construction of any Utility Improvements by Grantor, Grantor shall promptly restore and re-vegetate any disturbed area to a condition consistent with the Purpose. Any easement, right of way or other interest granted to a third party by Grantor or otherwise reserved by Grantor to be used for Utility Improvements is subject to Section 7.g(Easements, Rights of Way or Other Interests) of this Deed. f. Signs. Grantor may place and maintain the following signs on the Property: a trailhead sign within the Trailhead Envelope and directional signs,provided that the trailhead sign does not exceed twelve(12) square feet, and directional trail signs do not exceed four(4) square feet. Grantor may place larger signs on the Property with Grantee's approval pursuant to Sections 17 (Grantor's Notice)and 18 (Grantee's Approval) of this Deed. g. Recreational Trails. Except as set forth in Section 6.i of this Deed,use of the Property for the recreational purposes set forth in Section 6.d of this Deed is limited to the existing trails depicted on Exhibit C or on new trails ("Trails") approved as part of the Management Plan or otherwise approved by Grantee pursuant to Sections 17 (Grantor's Notice) and 18 (Grantee's Approval) of this Deed. The Management Plan shall set forth general guidelines for the use and maintenance of the Trails. The surface of the Trails shall be dirt, gravel,rock, or other natural surface,the width of any Trails shall not exceed six(6) feet, and the Trails may include railings and steps. Grantor reserves the right to make improvements to the Trails and allow use of the Trails as may be required under the law to comply with 42 U.S.C. §§12101 et seq. h. Motor Vehicles. Grantor, and any other entity or person Grantor authorizes,may use motorized vehicles, including without limitation all-terrain vehicles and agricultural and construction vehicles(i) on any Roads, (ii)within the Trailhead Envelope, and(iii) on any portion of the Property that is not a Road,provided that 8 such vehicles shall be used only for construction of the New Improvements or for agricultural or property management purposes including,but not limited to, maintenance of the Trails,weed control, and habitat restoration. Notwithstanding the foregoing, Grantor shall have the right to permit motorized access on the Trails in order to comply with 42 U.S.C. §§ 12101 et seq. Any portion of the Property disturbed due to the use of motor vehicles shall be restored to a condition as close to its original condition as reasonably practicable. 6. Resource Management. Grantor recognizes the importance of good resource management and stewardship to preserve and protect the Conservation Values. To this end, Grantor shall conduct the following uses of the Property in accordance with the provisions below. If Grantee believes any resource management practice(s) are not consistent with the Purpose, Grantee, in addition to all of its rights under this Deed, may request that the Parties consult with a mutually agreed upon resource management professional with a mutually agreed upon fee for services. This professional will provide written recommendations for said resource management practice(s) and Grantor shall follow the resource management professional's reasonable recommendations, only after Grantor and Grantee have jointly determined that said recommendations are consistent with the Purpose. Grantor shall pay the costs for such consultation, including any fees for the resource management professional. a. Relatively Natural Habitat. Grantor may conduct major habitat management activities such as chaining juniper or sagebrush, restoring habitat, and conducting prescribed burns in accordance with the Management Plan. b. Mineral Extraction. As of the date of this Deed, Grantor owns all of the coal, oil, gas hydrocarbons and other minerals (the "Minerals") located on,under, or in the Property or otherwise associated with the Property. This Easement expressly prohibits the mining or extraction of Minerals using any surface mining method. Grantor may permit subsurface access to Minerals from locations off the Property, provided that Grantor shall not permit such subsurface access to disturb the subjacent and lateral support of the Property. c. Timber. On a limited and localized basis, Grantor may cut or prune trees, shrubs and other vegetation on the Property 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. Grantor may conduct tree thinning activities to mitigate forest fires, and to maintain a healthy ecosystem on the Property in accordance with the Management Plan. Commercial logging is prohibited. Large-scale alteration or 9 removal of native trees, shrubs and other vegetation from the Property may only occur upon agreement of the Parties. Re-vegetation of the Property including planting of shrubs and trees is permitted in a manner consistent with the Purpose. d. Recreation. Grantor may undertake, or permit members of the public to undertake passive,non-motorized recreation on the Property, including,but not limited to, wildlife watching,hiking,biking, and hunting in accordance with the regulations as set forth by the Colorado Division of Parks and Wildlife, and snowshoeing and cross-country skiing,provided they are undertaken in accordance with the Management Plan. Notwithstanding the foregoing, Grantor may allow motorized access in the manner otherwise permitted in Section 5 and Section 6.i of this Deed. e. 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 accordance with the Management Plan. Grantee has no responsibility for the management of noxious weeds and invasive plant species. f. Water Rights. No water rights are encumbered by this Easement. g. Irrigation Ditches. The Parties acknowledge the existence of irrigation ditches on the Property in the general locations shown on Exhibit C, attached hereto and made a part hereof(the "Irrigation Ditches"). Notwithstanding anything in this Deed to the contrary,the Parties acknowledge that third parties or the United States, may have rights to access, construct, maintain, repair and replace the Irrigation Ditches in accordance with Third-Party Rights, and to the extent permitted by federal or state law, such Third-Party Rights may include the right to access, construct,maintain, repair and replace roads and fences associated with the Irrigation Ditches, and to use motor vehicles for such purposes. Grantor agrees that any agreement Grantor enters into with third parties or the United States regarding the Third-Party Rights that permits disturbance of the Property, shall also require restoration of the Property to a condition as close to its original condition as reasonably practicable. h. Special Events. Grantor also reserves the right to conduct special events on the Property,provided such special events are approved by Grantee as part of the Management Plan or are otherwise approved by Grantee pursuant to Sections 17 (Grantor's Notice) and 18 (Grantee's Approval)of this Deed, and provided Grantor conducts such special events in a manner that minimizes damage to the 10 Conservation Values and promptly and diligently re-vegetates any disturbed areas with native seed and/or vegetation. Public Access. Nothing contained herein shall be construed as affording the public access to any portion of the Property. The Parties acknowledge that Grantor reserves the right to permit public access to the Property, in accordance with the Management Plan, for use by the public for purposes permitted by this Deed,which right shall include the right to permit access to the Trailhead Envelope by motor vehicle on a Road permitted by Section 5.c of this Deed. 7. Restricted Practices. a. Subdivision. Grantor and Grantee agree that the division, subdivision or de facto subdivision of the entire Property, whether by legal or physical process, into two or more parcels of land or partial or separate interests (including,but not limited to, condominium interests or the partition of undivided interests) is prohibited. At all times Grantor shall own and convey the Property as a single parcel which shall be subject to the terms and conditions of this Easement. Grantor may own the Property by joint tenancy or tenancy in common; provided,however, that Grantor shall not undertake any legal proceeding to partition, subdivide or divide in any manner such undivided interests in the Property. b. Surface Disturbance. Except as otherwise permitted by this Deed, Grantor shall not alter the surface of the land, including without limitation, moving, excavating or removing soil, sand, gravel, rock,peat or sod,unless such alteration is associated with permitted acts on and uses of the Property and is consistent with the Purpose. c. Commercial or Industrial Activity. Grantor shall not conduct industrial uses of the Property. Grantor may conduct commercial uses on the Property with Grantee's approval pursuant to Sections 17 (Grantor's Notice)and 18 (Grantee's Approval) of this Deed. d. Feed Lot. Grantor shall not establish or maintain a feed lot. For purposes of this Deed, "feed lot"means a permanently constructed confined area or facility which is used and maintained continuously and exclusively for purposes of warm-up or fattening large numbers of livestock for market. Nothing in this Section 7.d shall prevent Grantor from seasonally confining livestock into an area, corral or other facility for warm-up or feeding, or from leasing pasture for the grazing of livestock owned by others. 11 e. Trash. Grantor may not dump or accumulate any kind of trash, sludge, or refuse on the Property, except for trash contained within wildlife resistant trash containers. f. Hazardous Materials. Grantor may use agri-chemicals on the Property in accordance with all applicable federal, state or local laws. Otherwise, the treatment,permanent storage, disposal or release of hazardous materials on, from or under the Property is prohibited. For the purpose of this Deed,hazardous materials shall mean any hazardous or toxic material or waste that is subject to any federal, state, or local law or regulation. Notwithstanding anything in this Deed to the contrary,this prohibition does not impose any liability on Grantee for hazardous materials,nor does it make Grantee an owner of the Property,nor does it permit or require Grantee to control any use of the Property that may result in the treatment, storage, disposal or release of hazardous materials within the meaning of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended ("CERCLA"). g. Easements,Rights of Way or Other Interests. Except as otherwise permitted in this Deed, the conveyance or modification of an easement, right of way, or other similar interest is prohibited without Grantee's approval pursuant to Sections 17 (Grantor Notice) and 18 (Grantee's Approval)of this Deed. h. Other Restricted Uses. Grantor shall not construct or establish golf courses, sod farms, helicopter pads, and airstrips. Telecommunications Facilities. Grantor shall not erect, construct, install, relocate, or use a communication facility, telecommunication facility,network element,telecommunication equipment, or any other equipment or material that may be used for telecommunications or to provide telecommunication services(as such terms are defined in The Federal Telecommunications Act of 1996), without Grantee's approval pursuant to Sections 17 (Grantor Notice) and 18 (Grantee's Approval) of this Deed. j. Wildfire. In the event of a wildfire, any and all methods of extinguishing the fire are permissible.Also, in the event of a wildfire, the Property is available for staging of fire activities and camping for firefighters depending on the severity of an event. 12 8. Responsibilities of Grantor and Grantee Not Affected. Other than as specified herein, this Deed is not intended to impose any legal or other responsibility on Grantee, or in any way to affect any existing rights or 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 control,provided,however,that Grantee shall have the right to bring an action at law or in equity for trespass or any other appropriate cause of action against any third party who violates the terms of this Easement. Grantor shall continue to be solely responsible and Grantee shall have no obligation for the upkeep and maintenance of the Property and Grantor understands that nothing in this Deed relieves Grantor of any obligation or restriction on the use of the Property imposed by law. Among other things, this shall apply to: a. Taxes. Grantor is a tax-exempt entity. However, if Grantor or the Property ever become subject to real or personal property taxes or assessments levied against the Property, Grantor shall be solely responsible for payment of all taxes and assessments levied against the Property. If Grantee is ever required to pay any taxes or assessments on its interest in the Property, Grantor will reimburse Grantee for the same. If for any reason Grantor fails to pay any taxes, assessments or similar requisite charges, Grantee may pay such taxes, assessments or similar requisite charges, and may bring an action against Grantor to recover all such taxes, assessments and similar charges plus interest thereon at the rate charged delinquent Property taxes by the county treasurer's office in which the Property is located. b. No Liability. Grantee shall not be liable for injury or damages occurring on, or arising from, the Property unless due solely to the gross negligence or intentional acts of the Grantee. Liability of Grantor, if any, shall not exceed an amount equal to any limits set forth in the Colorado Governmental Immunity Act now existing or as may hereafter be amended,nor confer any rights or benefits on any person or activity not a party to this Agreement. Grantor does not waive or intend to waive the limitations on liability which are provided to it under the Colorado Governmental Immunity Act, C.R.S. § 24-10-101 et seq. Grantor agrees to obtain and maintain at all times, commercial general liability insurance consistent with the limits set forth in the Governmental Immunity Act, naming Grantee as an additional insured. Grantor shall provide proof of such insurance at any time requested by Grantee. 13 9. Enforcement. a. 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,of the nature of the alleged violation in writing. Upon receipt of said notice, Grantor shall immediately cease the alleged violation and within thirty(30)days either(i) if necessary,provide a written plan for restoration and remediation of the Property and, once approved by Grantee, restore or remediate the Property in accordance with the plan; or(ii)provide written documentation demonstrating that the activity is permitted and is not a violation. Grantee's acceptance of Grantor's actions under(i) or(ii) above shall be in Grantee's sole discretion, and shall be confirmed by Grantee in writing. If Grantor is unable or unwilling to immediately cease the alleged violation, and comply with(i) or(ii) above, the Parties agree to resolve the dispute through mediation as set in forth in Section 32 or judicial process. At any point in time, Grantee may take appropriate legal action, including seeking an injunction, to stop the alleged violation. b. Costs of Enforcement. Any costs incurred by Grantee in enforcing the terms of this Deed against Grantor, including, without limitation, costs and expenses of suit, and attorneys' fees necessitated by Grantor's violation of the terms of this Deed, shall be borne by Grantor. If the deciding body determines that Grantor is the prevailing party on all claims in any court action to enforce the terms of this Deed,the Parties shall each be responsible for their own costs and attorney fees. The foregoing two sentences are subject to the following: Any costs of restoration necessitated by Grantor's violation of the terms of this Deed, shall be borne by Grantor. ii. 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. c. Grantee's Discretion. Grantee's remedies described in this Section 9.c shall be cumulative and shall be in addition to all remedies now or hereafter existing at 14 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. Transfer of Easement. a. Grantee shall have the right to transfer this Easement to any public agency or private non-profit organization that, at the time of transfer: (i)is a"qualified organization" under I.R.C. § 170(h); (ii) is authorized to hold conservation easements under C.R.S. §§38-30.5-101, et seq. and C.R.S. §12-61-720, (iii) expressly agrees in writing to abide by the terms of this Easement and to assume the responsibility imposed on Grantee by this Easement; and(iv) is approved in writing by Grantor(and by Eagle County if Eagle County no longer owns the Property), such approval not to be unreasonably withheld. Grantee shall provide Grantor with a written request to assign this Deed at least forty-five(45) days prior to the date proposed for the assignment transaction. b. If Grantee ever ceases to exist or no longer qualifies under federal and state law to hold conservation easement interests, or if Grantee desires to transfer this Deed to a qualified organization having similar purposes as Grantee,but Grantor has refused to approve the transfer, a court with jurisdiction shall transfer this Deed to another qualified organization having similar purposes and that agrees to abide by the terms of this Easement and to assume the responsibility imposed on Grantee by this Easement,provided that Grantor shall have adequate notice of and an opportunity to participate in the court proceeding leading to the court's decision on the matter. c. Upon compliance with the applicable portions of this Section 10,the parties shall record an instrument completing the assignment in the Eagle County Clerk and Recorder's Office. Assignment of this Easement shall not be construed as affecting this Easement's perpetual duration and shall not affect this Easement's priority against any intervening liens,mortgages, easements, or other encumbrances. 11. Transfer of Property. Any time the Property or a portion thereof is transferred by Grantor to any third party, Grantor shall pay a transfer fee of$500 to Grantee to be used for purposes consistent with Grantee's mission, except that such transfer fee shall not apply to any transfer by the original Grantor to a successor. Grantor agrees to incorporate the terms of this Deed by reference in any deed or other legal instrument by which it 15 divests itself of any interest in all or a portion of the Property, including, without limitation, a leasehold interest. Grantor shall notify Grantee (and Eagle County if Eagle County no longer owns the Property)in writing within(5)business days after closing using the form in Exhibit E attached hereto and made a part of this Deed, and shall attach to the form a copy of the new ownership deed. Grantee reserves the right to record a notice of transfer fee in the official real property records of Eagle County, Colorado. Notwithstanding the notice identified above in this Section 11, in the event any owner of the Property other than Eagle County intends to convey or receives an offer to purchase the Property,then Eagle County shall have the first right to reacquire the Property upon the same terms and conditions of its first transfer of the Property and to protect the Conservation Values. Written notice shall be given to Eagle County and Eagle County shall have thirty(30) days to respond that it intends to exercise its right to reacquire the Property. If Eagle County fails to respond or declines the right to reacquire, then the sale or conveyance may be made to a third party subject to the terms of this Deed. This right to reacquire shall apply to all third party transfers of the Property. 12. Real Property Interest. The granting of this Deed immediately vests Grantee with a property interest. Grantor and Grantee agree that this property interest is thirty percent (30%)of the full fair market value of the Property(the"Proceeds Percentage"). Pursuant to Treasury Regulation§ 1.170A-14(g)(6)(ii), Grantor and Grantee further agree that this percentage shall remain constant. 13. Termination of Easement. This Easement may only be terminated or extinguished by judicial proceedings by a court of competent jurisdiction. The total loss of all the Conservation Values on the Property is the only grounds under which this Easement can be terminated. If this Easement is extinguished or terminated, whether in whole or in part, Grantee shall be paid proceeds equal to the Proceeds Percentage multiplied by the fair market value of the Property. Grantee's use of the proceeds shall be used in a manner consistent with its conservation purpose and in compliance with Treas. Reg. § 1.170A-14(g)(6)(i). 14. Eminent Domain. Grantor shall notify Grantee immediately of any communication or notice received concerning any proposed taking under the power of eminent domain by public, corporate, quasi-governmental or other authority, or acquisition by such authority through purchase in lieu of the exercise of eminent domain ("Condemnation") affecting the Property, and Grantee shall have the right to participate in any proceedings as a real property interest holder. Grantee may pursue any remedies in law or equity, including opposition to the Condemnation of the Property. If all or any part of the Property is taken by Condemnation, Grantee shall receive proceeds directly from the authority for any such 16 Condemnation equal to the Proceeds Percentage multiplied by the total proceeds received by Grantor. 15. Perpetual Duration. This Easement shall be a servitude running with the land in perpetuity. The provisions of this Deed that apply to Grantor or Grantee shall also apply to their respective agents, heirs, executors, administrators, assigns, and all other successors as their interests may appear;provided, however,that each party's rights and obligations under this Easement shall terminate(as to such party, but not as to such party's successor, who shall be bound as provided herein)upon a transfer of the party's entire interest in this Easement or the Property, except that liability of such transferring party for acts or omissions occurring prior to such transfer shall survive the transfer. 16. Change of Circumstance. Grantor has considered that acts or uses restricted or prohibited by this Deed may become more economically valuable than the permitted uses and acts. It is the intent of both Grantor and Grantee that such circumstances shall not justify the termination or extinguishment of this Easement pursuant to Section 13. In addition, the inability to carry on any or all of the permitted 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 13. 17. Grantor's Notice. Where Grantor's notice is required in this Deed, Grantor shall notify Grantee in writing not less than thirty(30) calendar days prior to the date Grantor intends to undertake the activity in question. The written notice shall describe the proposed activity in sufficient detail (i.e. location, size, scope, design, nature)to allow Grantee to evaluate the consistency of the proposed activity with the pertinent terms of this Easement. 18. Grantee's Approval. Where Grantee's approval is required in this Deed, Grantee shall grant or withhold its approval in writing within thirty(30) calendar days of receipt of Grantor's written notice thereof which must comply with Section 17. As part of its determination, Grantee shall consider the proposed manner in which the proposed activity will be conducted, whether it complies with the terms of this Easement, and the likely impact on the Conservation Values. Grantee's approval may be withheld only if Grantee reasonably determines that there is a significant risk that the activity as proposed is not consistent with the Purpose. Grantee may condition its approval on Grantor's acceptance of modifications, which Grantee reasonably determines makes the proposed activity consistent with the Purpose. Grantee may request additional information from Grantor during the thirty(30) day period, and Grantee shall then have an additional thirty(30) days from the receipt of such additional information to approve or deny Grantor's request in writing. If Grantee does not respond to Grantor's written request within thirty(30) 17 calendar days of receipt, the request shall be deemed denied,provided however,that if after expiration of the 30-day period, Grantor submits a second written request, and Grantee does not respond within thirty(30)calendar days of receipt of Grantor's second request, Grantor's request shall be deemed approved. Grantor shall not engage in the proposed act or use until Grantor receives Grantee's approval in writing(or unless Grantee fails to respond within thirty(30) calendar days after receipt of Grantor's second request). If Grantor disagrees with the decision of Grantee, Grantor may appeal the decision through the mediation process set forth in Section 32. 19. Notices. Any notice that either party is required to give to the other in writing shall be transmitted via(i) hand delivery, (ii)U.S. mail, (iii) overnight delivery service that provides proof of delivery, or(iv) any other delivery service mutually agreed to by the Parties in writing, to the following addresses, which addresses may change from time to time by a party giving written notice in the manner set forth above: Grantor: The Board of County Commissioners of Eagle County P.O. Box 850 500 Broadway Eagle, Colorado 81631 Phone: 970-328-8605 Fax: 970-328-8629 With a copy to: Eagle County Open Space P.O. Box 179 500 Broadway Eagle, Colorado 81631 Phone: 970-328-8698 Fax: 970-328-7185 Eagle County Attorney P.O. Box 850 500 Broadway Eagle, Colorado 81631 Phone: 970-328-8685 Fax: 970-328-8699 18 Grantee: Eagle Valley Land Trust P.O. Box 3016 Edwards, Colorado 81632 Phone: 970-748-7654 Fax: 970-949-1357 20. Liens on the Property. No provisions of this Deed should be construed as impairing the ability of Grantor to use this Property as collateral for subsequent borrowing. Any mortgage or lien arising from such a borrowing is subordinate to this Easement. 21. No Merger. Unless the Parties expressly state that they intend a merger of estates or interests to occur, then no merger shall be deemed to have occurred hereunder or under any document executed in the future affecting this Easement. 22. Grantor's Representations and Warranties. a. Grantor warrants that Grantor has good and sufficient title to the Property, free from all liens and encumbrances except ad valorem property taxes for the current year, Third-Party Rights and other interests of record. b. Grantor represents that upon information and belief: i. At the time of executing this Deed, no hazardous substance or toxic waste is currently being treated, stored,used, disposed of, deposited, or transported, in, on, or across the Property by Grantor, and Grantor is not aware of any underground storage tanks located on the Property; ii. At the time of executing this Deed,the Property is in compliance with all state, and local laws,regulations, and requirements applicable to the Property and its proposed use as open space; iii. At the time of executing this Deed, there is no pending or threatened litigation relating to the Property of which Grantor is aware; and iv. At the time of executing this Deed,no investigations or proceedings 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 of which Grantor is aware. 19 23. Acceptance. Grantee hereby accepts without reservation the rights and responsibilities conveyed by this Deed. 24. General Provisions: a. 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. b. Captions. The captions in this instrument have been inserted solely for convenience of reference and are not a part of this instrument and shall have no effect upon construction or interpretation. c. 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. d. Controlling Law and Interpretation. This Easement shall be performed and broadly interpreted under the laws of State of Colorado,resolving any ambiguities and questions of the validity of specific provisions in favor of maintaining the Purpose of this Easement. Any decisions resolving such ambiguities shall be documented in writing. e. Counterparts. The parties may execute this instrument in two or more counterparts which shall, in the aggregate,be signed by all Parties; each counterpart shall be deemed an original instrument as against any party who has signed it; all counterparts, when taken together, shall constitute this instrument. f. Amendment. If circumstances arise under which an amendment to or modification of this Easement would be appropriate, Grantor and Grantee are free to jointly amend this Easement;provided that no amendment shall be allowed that will confer a private benefit to Grantor or any other individual greater than the benefit to the general public(see Treas. Reg. § 1.170A-14(h)(3)(i)) or result in private inurement for a Board member, staff or contract employee of Grantee(see Treas. Reg. § 1.501(c)(3)-1(c)(2)), or affect the qualifications of this Easement under any applicable laws. Any amendment shall be consistent with Grantee's 20 policies, must have neutral or beneficial effect on the Property's Conservation Values, as determined by Grantee in its sole discretion,must be consistent with the Purpose, shall not affect the perpetual duration of this Easement, and shall be approved by Eagle County(if Grantor is not Eagle County). Grantor shall pay any and all costs, including staff time and attorney's fees associated with any amendment proposed by Grantor;provided that Grantee first provides Grantor with an estimate of such fee. Any amendment must be in writing, signed by both Parties, and recorded in the official records of Eagle County, Colorado. g. Entire Agreement. This instrument sets forth the entire agreement of the Parties with respect to the terms of this Easement and supersedes all prior discussions, negotiations,understandings, or agreements relating to the terms of this Easement, all of which are merged herein. 25. Development Rights. Grantor herby grants to Grantee all development rights except as specifically reserved herein, and the Parties agree that such rights are terminated and extinguished unless reserved herein. 26. Recording. Grantor shall record this Deed in a timely fashion in the official real Property records of Eagle County, Colorado, and Grantee may re-record it at any time as may be required to preserve its rights in this Easement. 27. No Third Party Enforcement. This Deed is entered into by and between Grantor and Grantee and does not create rights or responsibilities for the enforcement of the terms of this Deed in any third parties except as expressly reserved herein. 28. Joint and Several Liability. If Grantor at any time owns the Property in joint tenancy or tenancy in common, Grantor shall be jointly and severally liable for all obligations set forth in this Deed. 29. Ownership by Single Entity Consisting of Multiple Parties. If Grantor at any time is an entity which consists of shareholders,partners or members, such Grantor entity is required to include in its operating agreement,bylaws or other documents setting forth the rights and responsibilities of the entity, the right to assess or to otherwise collect payment from such shareholders,partners or members for any monetary or other obligations set forth in this Easement. Grantor shall provide a copy of such documentation at any time upon Grantee's request. 30. Environmental Attributes. Grantor hereby reserves all Environmental Attributes associated with the Property. "Environmental Attributes" shall mean any and all tax or 21 other credits, benefits,renewable energy certificates, emissions reductions, offsets, and allowances (including but not limited to water,riparian, greenhouse gas, beneficial use, and renewable energy), generated from or attributable to the conservation,preservation and management of the Property in accordance with this Easement.Nothing in this Section 30 shall modify the restrictions imposed by this Deed or otherwise impair the preservation and protection of the Conservation Values. 31. Annual Appropriation. To the extent that any financial obligation of this Deed is subject to the multiple fiscal year obligations as set forth in Article 10 of the Colorado Constitution or C.R.S. § 29-1-110, such obligation may be subject to annual appropriation by Grantor. The foregoing is not an agreement or an acknowledgement by either Grantor or Grantee that any financial obligation which could arise pursuant to this Deed would be subject to the requirement that funds for such financial obligation must be appropriated by Grantor. Nothing in this Deed shall be deemed to be a waiver of any rights that Grantee may have pursuant to C.R.S. § 30-25-104. Nothing in this Section 31 shall prevent Grantee from enforcing this Deed in accordance with its terms, despite a failure by Grantor to appropriate funds. 32. Mediation of Disputes. If Grantee or Grantor has an enforcement dispute as set forth in Section 9 of this Deed, or if Grantee denies a request by Grantor for approval pursuant to Section 18 of this Deed, Grantor may appeal Grantee's decision by requesting mediation with Grantee in a written notice to Grantee. Within ten(10)working days of the receipt of such request, the Parties shall select a single,trained, and impartial mediator with experience in conservation easements and other land preservation tools. Mediation shall then proceed in accordance with the following guidelines: a. Purpose. The purpose of the mediation is to: (i)promote discussion between the Parties; (ii) assist the Parties to develop and exchange pertinent information concerning the issues in dispute; and(iii) assist the Parties to develop proposals which will enable them to arrive at a mutually acceptable resolution of the controversy. The mediation is not intended to result in any express or de facto modification or amendment of the terms, conditions, or restrictions of this Easement. b. Participation. The Parties agree that they will participate in the mediation process in good faith and expeditiously, attending all sessions scheduled by the mediator. Representatives of the Parties with settlement authority will attend mediation sessions as required by the mediator. 22 c. Confidentiality. All information presented to the mediator shall be deemed confidential and shall be disclosed by the mediator only with the consent of the Parties or their respective counsel. The mediator shall not be subject to subpoena by any Party. No statements made or documents prepared for mediation sessions shall be disclosed in any subsequent proceedings or construed as an admission of a Party in accordance with Colorado Rules of Evidence,Rule 408. d. Time Period. Neither Party shall be obligated to continue the mediation process beyond a period of sixty(60) days from the date of receipt of the initial request or if the mediator concludes that there is no reasonable likelihood that continuing mediation will result in a mutually agreeable resolution of the dispute. e. Costs of Mediation. Grantor shall pay all of Grantee's expenses associated with the mediation, including attorneys' fees and consultant fees, except that Grantor and Grantee shall share the cost of the mediator. 33. Force Majeure. Grantor shall not be obligated to send any prior notice to Grantee, and Grantee shall not be entitled to bring any action against Grantor, with respect to any prudent, good faith activity undertaken by Grantor to prevent, abate, or mitigate injury to the Property immediately before, during, or immediately following fire, flood, storm, earth movement, acts of war, and similar causes beyond the control of Grantor. Grantor will promptly inform Grantee of injury to the Property caused by such events or actions. TO HAVE AND TO HOLD, this Deed of Conservation Easement unto Grantee,its successors and assigns, forever. [SIGNATURE PAGES TO FOLLOW] 23 IN WITNESS WHEREOF, Grantor and Grantee, intending to legally bind themselves, have set their hands on the date first written above. GRANTOR: COUNTY OF EAGLE, STATE OF COLORADO by and through its Board of County Commissioners By: Kathy Chandler-Henry, Chair STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this day of , 2015,by Kathy Chandler-Henry as Chair 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 24 GRANTEE: EAGLE VALLEY LAND TRUST, a Colorado non-profit corporation By: Jim Daus, Executive Director STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this day of , 2015,by Jim Daus, Executive Director of the Eagle Valley Land Trust, a Colorado non-profit corporation. Witness my hand and official seal. My commission expires: Notary Public 25 EXHIBIT A Legal Description of the Property Lots 1, 2 and 3 and NE1/4SW1/4 of Section 7, Township 5 South, Range 82 West of the 6th Principal Meridian, County of Eagle, State of Colorado. 26 EXHIBIT B Map of the Property 33� F°'T�` \�Cordillera Ridge Parcel pU EtOERBERRY �+ [ ._'8.1/4$1,•a DOG om °moo'°+ M Sublets Property I {Parcel Boundary MURRAV RD-�.i '��Ra FIB? _ ` _� to S 3�, /.f`� \ 0 IMO F.A 960 700 ='�..°�,� w IN 1 `-i i r!�I t 4 4e c / S, :. 9 I ~ r O ,� , R,A d.• roi. /i \ 3P �/g r t, ., ,i___ i P-di- 1 i Er . ),-,,i IF A / .,_ ._ 1 I,,,,, : IN IL ,, 6 Ai x ,s , Mr, // it r4A anT'/ 9c FAVOR Ey 1 / t�� Exhibit B 27 EXHIBIT C Map of Existing Improvements .. Cordillera Ridge. ParcelL + Existing improvements F-1 Cordillera Ridge Parcel 0y —Cordillera"Maintained Trail" 016.• I—I Parcel Boundary Burried Irrigation Pipe r y 0 et-4-9- Irrigation Ditch X X X Fence saw Road 1-1-4-4-Social Trail rf- Bench ® Social Trail Blocked • Cordillera Trail Sign * ,• A Old Rock Formation — * Cordillera Trailhead Scrap Pipe Pile 0 aaocer t. f i Lkk' k X � , Exhibit C 28 EXHIBIT D Map of the Trailhead Envelope Cordillera Ridge: �� �,x Tralhead Envelope :s,x,� Cordillera Ridge Parcel Trailhead Envelope 47s'4e' 4 r Parcel Boundary • aao. 01♦ 195 310 • .� Q 6*s�I 1011g C L ;`: f � v � � r. f 4.; as Y $ rf. z r ✓ ,^ rte � y 4 � � � x J '7 1 Exhibit D 29 EXHIBIT E Sample Notice of Transfer of Property To: Eagle Valley Land Trust ("Grantee") From: [Insert name of fee owner] ("Grantor") Pursuant to Section 11 of the Deed of Conservation Easement recorded (date) under reception number , Grantee is hereby notified by Grantor of the transfer of the fee simple interest in the subject Property legally described in Exhibit A attached hereto effective [insert date of closing] to [insert name of new Grantor], who can be reached at [insert name, legal address,phone and fax number]. Also pursuant to Section 11 of the aforementioned Deed of Conservation Easement, a copy of the new ownership deed is attached. GRANTOR: By: Title: STATE OF COLORADO ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 20 ,by as of Witness my hand and official seal. My commission expires: Notary Public Date: 30 �$6 1441 t5 MANAGEMENT PLAN FOR CORDILLERA RIDGE OPEN SPACE Eagle County is the current owner of the Cordillera Ridge property (the "Property") legally described in and subject to that certain Deed of Conservation Easement granted to the Eagle Valley Land Trust on and recorded at Reception No. ("Conservation Easement") in the real estate records of Eagle County, Colorado. Under the terms of the Land Exchange Agreement, Eagle County agreed to encumber the Property with the Conservation Easement. The Eagle Valley Land Trust has been selected to accept,hold,administer,monitor and enforce the Conservation Easement. The purpose of the Conservation Easement is to preserve and protect the Conservation Values as that term is defined in the Conservation Easement. Conservation Values generally include the preservation of open space (scenic enjoyment of the general public), and relatively natural habitat of wildlife and plants. This management plan (the "Plan") has been created to outline specific strategies to further protect and maintain the Conservation Values. Eagle County intends to employ sound management and land conservation practices to protect its wildlife habitat and to preserve the Property in a natural, scenic, and open condition. Eagle County also intends to take the following actions, which are consistent with the terms and conditions of the Conservation Easement: Overall Management • Periodically walk the Property to notice any changes, pick up any found inorganic debris, and take reasonable steps to address any changes that are noticed that adversely impact the Property's Conservation Values and natural condition. • Manage the Property for the uses permitted under the Conservation Easement. Land Management: • Unless specific natural resource problems arise, Eagle County intends to allow natural processes to take place unimpeded. Biological patterns of disturbance and succession, wildlife use and migration, and natural hydrology will be protected. According to data from Colorado Parks &Wildlife, the Property provides habitat for numerous species. A primary goal of management is to protect this habitat. Hunting is prohibited by this Plan, though it is not specifically prohibited by the Conservation Easement. • Control weeds on the Property,including but not limited to,those weeds required to be controlled in accordance with the State of Colorado's noxious weed lists and 1 Eagle County's Weed Management Plan. Weed control may be through cultural, mechanical, biological or chemical methods, as appropriate for the target weed species. If pesticides or herbicides are applied, Eagle County will only use chemicals approved for the intended application, and will use them in accordance with the specific labeling instructions to comply with state law. Eagle County will monitor the Property to ensure that weed control efforts, if necessary, are successful and that new populations do not become established. • Maintain internal trails through the Property in their current condition or as otherwise allowed under the Conservation Easement, with the goal of preventing additional areas on the Property from being impacted by vehicle activities and social trail development. Forestry: The Property contains mixed stands of aspen and coniferous forest. These forests provide important habitat and will not be actively managed, except to protect them from insects or disease. Dead trees will be allowed to remain standing unless they pose a safety threat to recreational users. In the event that forest health deteriorates, Eagle County may consult with the U.S. Forest Service or the Colorado State Forest Service to create a management plan. Tree thinning to mitigate forest fires and maintain a healthy ecosystem is permitted in accordance with an approved amendment to the Plan. Fencing: If deemed by Eagle County staff as unnecessary, fences will be removed. If additional fencing is required for management purposes, Eagle County is allowed to construct new fences. Eagle County will insure that the fences meet standards established by Colorado Parks and Wildlife designed to reduce wildlife entanglement risk. All fences on the Property will be monitored annually to determine if they are meeting a management objective,raising safety concerns,or posing an unnecessary threat to wildlife. Agriculture: Eagle County has no plans to lease the Property for livestock grazing or any other form of agriculture. Habitat Restoration: Eagle County will study the Property to determine if any habitat restoration projects are desirable and feasible. Prior to undertaking any habitat restoration or habitat management activities, Eagle County shall obtain an approved amendment to the Plan that describes the activities Eagle County may undertake. Access: 2 The primary access point is off El Mirador Drive. • A network of passive recreational trails exists on the northwestern corner of the Property, which are depicted in the Baseline Report. Eagle County intends to continue to allow recreational access via this trail network and no changes are planned. These trails are mainly used by Cordillera residents for hiking. Eagle County has or will formalize an agreement with Cordillera Metropolitan District for maintenance of trails on the Property whereby Cordillera Metropolitan District will maintain the trails (the"Metro District Maintenance Agreement"). • The Metro District Maintenance Agreement shall specifically require compliance with the terms of the Conservation Easement and this Plan,and shall limit use of the trails to non-motorized,passive,low impact recreational purposes, including but not limited to, pedestrian use, bicycle use, wildlife/bird watching, hiking, cross-country skiing and snow shoeing. • Any new trails may be located, constructed, maintained and repaired pursuant to the terms of an approved amendment to this Plan. • Develop and maintain, as appropriate, working relationships with all utilities (water, electricity, sewer, etc.) having rights to use the Property, and notify the Eagle Valley Land Trust when learning of any planned or actual activities that impact the Property,even if the impact is just temporary. Trailhead: No trailhead facilities are planned. Trash: No trash services will be provided. Rules and Regulations for the Use of the Cordillera Ridge Open Space are as follows: • No fires or fireworks • No camping • No motorized use except for property management purposes as set forth in the Conservation Easement • No hunting, discharge of weapons,or harassing wildlife • No dumping or littering • No collecting of plants,animals or artifacts • Dogs must be on a leash Patrol: 3 Eagle County Open Space will periodically visit the Property, and is working to reach an agreement with the Cordillera Metropolitan District for them to monitor the Property. Long Term Considerations: Eagle County Open Space typically seeks a local partner to manage open space lands. Cordillera Metropolitan District owns open space lands to the north and south of the Property. Eagle County may determine, in its sole discretion, to convey title of the Property to the Cordillera Metropolitan District or may negotiate and implement an agreement regarding specific management issues such as trails. [Rest of page intentionally left blank] 4 Adopted this day of , 2015 COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By: Kathy Chandler-Henry, Chair Eagle Valley Land Trust By: Jim Daus, Executive Director 5 &t< (AA'Pat : ACCESS EASEMENT BETWEEN EAGLE COUNTY, COLORADO AND CORDILLERA METROPOLITAN DISTRICT THIS ACCESS EASEMENT AGREEMENT (this "Agreement") is granted on this day of , 2015, by CORDILLERA METROPOLITAN DISTRICT, a Colorado special district, whose address is 0408 Carterville Road, Cordillera, CO 81632 ("Grantor" or "District"), to the COUNTY OF EAGLE, STATE OF COLORADO, whose address is P.O. Box 850, Eagle CO 81631 ("Grantee" or"County"), collectively, the "Parties," individually, a"Party." RECITALS: WHEREAS, Grantor is the owner of real property located in Eagle County, State of Colorado, more particularly described on Exhibit A attached hereto and incorporated herein by this reference(the"District Property"). WHEREAS, Grantee is the owner of real property located immediately adjacent to the District Property in Eagle County, State of Colorado, more particularly described on Exhibit B attached hereto and incorporated herein by this reference (the"County Property"). The County intends to grant a conservation easement on the County Property, to be held by the Eagle Valley Land Trust(the"Conservation Easement"). WHEREAS, Grantor desires to provide an access easement located on the District Property for use by Grantee to access the County Property for routine maintenance and management purposes all in a manner consistent with the Conservation Easement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, Grantor and Grantee mutually agree as follows: 1. Grant of Access Easement. Grantor hereby grants and conveys to Grantee a non- exclusive, perpetual and irrevocable easement and right of use over, upon and across the District Property, in the location identified on Exhibit C attached hereto and incorporated herein by this reference (the "Access Easement"). The Access Easement shall not exceed ten (10') feet in width and the center of the Access Easement is an existing single-track soft surface trail approximately two (2) feet wide (the "Trail"). The Access Easement shall be made available to and for the benefit of Grantee for pedestrian and vehicular ingress and egress and for access to the County Property for routine maintenance and management of the County Property, all in a manner consistent with the Conservation Easement. Motorized vehicles shall not be permitted within the Access Easement, except as may be necessary for County personnel and County contractors and consultants to access the County Property for maintenance and management purposes, for emergency purposes or as may be required by law. 2. Maintenance. Repair and maintenance of the Trail and Access Easement shall be performed by the District, subject to its internal maintenance standards and subject to Grantee's use of the Access Easement as set forth herein. 3. Rights of Grantee. This Agreement conveys the following rights to Grantee: a. Grantee may enter the Access Easement at any time and may,but is not obligated, to perform routine maintenance on the Trail. Grantee shall be obligated to repair any portion of the Trail located on the District Property, which is damaged as a result of Grantee's use of the Access Easement. Repair and maintenance of the Trail may include the addition to or removal of soil from the Trail, removal of rock or vegetation, weed control, and mowing or cutting of vegetation on or adjacent to the Trail. b. Grantee may install signs within the Access Easement to mark the Trail and to identify the District Property as being subject to this Agreement. The size, number and location of such signs shall be subject to Grantor's prior reasonable approval. c. Grantee shall not place any improvements upon or within the Access Easement, including without limitation, fences, benches, picnic areas or tables, wastebaskets, bike racks, informational kiosks or other structures, without the prior written consent of Grantor. In the event Grantee installs any such improvements in the Access Easement without Grantor's prior written consent, Grantor may remove such improvements at the sole expense of Grantee. d. Grantor and Grantee acknowledge and agree that Grantee will use Cordillera Way, Granada Hill Road, and El Mirador Road within the Cordillera subdivision to reach the Access Easement for the purposes set forth herein. 4. Rights of Grantor. Grantor shall have the rights accorded to the Grantee to use the Access Easement in any manner that does not unreasonably interfere with the Grantee's exercise of the rights granted to it by this Agreement. Grantor reserves the right, but is not obligated to, remove or exclude from the District Property and/or the Trail or Access Easement, any persons who are in locations other than the Trail. 5. No Charge for Access. Grantor shall not charge Grantee a fee for access to or use of the Access Easement or the Trail for the purposes set forth herein, in recognition and consideration of the benefits to Grantor of the Conservation Easement Grantee intends to convey on the County Property. 6. Insurance. Grantee agrees to maintain commercial general liability insurance ("CGL"), which policy shall provide for insurance coverage consistent with the limits of liability under the Colorado Governmental Immunity Act. The CGL policy shall name Grantor as an additional insured. Grantee shall provide Grantor with evidence of such insurance upon any request therefor by Grantor. 7. No Liability. Each Party shall have all of the protections available to it under Colorado law and neither Party intends to waive, in whole or in part, any of the limitations on liability or other protections which are provided to each Party pursuant to the Colorado Governmental Immunity Act, C.R.S. 24-10-101 et. seq. 2 8. Recording. This Agreement shall be recorded in the records of the Eagle County Clerk and Recorder's Office. 9. Governing Law. 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. 10. Annual Appropriations. All financial obligations of Grantor and Grantee set forth in this Agreement are subject to annual appropriation pursuant to C.R.S. § 29-1-110, as amended. 11. 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 Attn: Director of Open Space 500 Broadway Post Office Box 179 Eagle, CO 81631 Telephone: 970-328-8698 Facsimile: 970-328-7185 And a copy to: Eagle County Attorney 500 Broadway PO Box 850 Eagle, CO 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 CORDILLERA METROPOLITAN DISTRICT c/o Bart Sigler 0408 Carterville Road Cordillera, CO 81632 Telephone: 970-926-1923 Facsimile: 970-926-5577 3 And a copy to: Alan Pogue Icenogle Seaver Pogue, P.C. 4725 S. Monaco Street, Suite 225 Denver, CO 80237 Telephone: 303-867-3006 Facsimile: 303-292-9101 12. Entire Agreement. This Agreement sets forth the entire agreement of the Parties with respect to the Access Easement and supersedes all prior discussions, negotiations, understandings, or agreements relating to the Access Easement, all of which are merged herein. 13. Captions. The captions in this Agreement have been inserted solely for convenience of reference and are not a part of this Access Easement and shall have no effect upon construction or interpretation. 14. Assignment and Successors. 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. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. 15. Warranty of Title. Grantor represents that it is the record owner of the District Property upon which the Access Easement is located and that it has full power and authority to execute this Agreement. 16. 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. 17. 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. 18. No Third Party Beneficiaries. This Agreement is entered into by and between Grantor and Grantee, and is solely for the benefit of Grantor, Grantee, 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 and Grantee. (SIGNATURE PAGES TO FOLLOW) 4 IN WITNESS WHEREOF, Grantor and Grantee,intending to legally bind themselves, have set their hands on the date first written above. GRANTOR: Cordillera Metropolitan District By: Nancy Alexander,President STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this_day of 2015,by Nancy Alexander as President of the Cordillera Metropolitan District. Witness my hand and official seal. My commission expires: Notary Public 5 GRANTEE: EAGLE COUNTY, STATE OF COLORADO By and through its Board of County Commissioners By: Kathy Chandler-Henry, Chair STATE OF COLORADO ) ss. COUNTY OF EAGLE ) The foregoing document was acknowledged before me this day of 2015, by Kathy Chandler-Henry, Chair of the Eagle County Board of County Commissioners. Witness my hand and official seal. My commission expires: Notary Public 6 EXHIBIT A Legal Description of the District Property Tract A as shown on the Final Plat, Cordillera Subdivision, Filing No. 32 recorded in Eagle County, Colorado at Reception Number 665487. 7 EXHIBIT B Legal Description of the County Property Lots 1, 2 and 3 and NE1/4SW1/4 of Section 7, Township 5 South, Range 82 West of the 6th Principal Meridian, County of Eagle, State of Colorado. 8 EXHIBIT C Depiction of Access Easement on District Property 9 o i tf tdE � a r r.... .... „„1„.„,m,,, 4 �6 A 1111 / g It Cordillera 41111 w Metropolitan District • : 4* :4 * - Cordillera Ridge .. . .. . Open Space i A 1 1 Cordillera. Metropolitan I District I I Overview Map iw;* i Al wiliiiials t i rimer r A Open Space Wittiyir moblitilimor 04,2= Exhibit t C to `(41 AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND THE CORDILLERA METROPOLITAN DISTRICT FOR MAINTENANCE OF TRAILS ON THE CORDILLERA RIDGE OPEN SPACE PROPERTY This Agreement dated this day of , 2015 ("Agreement") is entered into by and between Eagle County, Colorado, a body corporate and politic,by and through its Board of County Commissioners (the"County"), and the Cordillera Metropolitan District, a Colorado special district and political subdivision of the State of Colorado,by and through its Board of Directors(the"District"). The County and the District shall collectively be referred to as the "Parties".or individually as a"Party". RECITALS WHEREAS, County was a party to the Eagle Valley Land Exchange which resulted in the exchange of several properties among the U.S. Forest Service, County and local municipalities; and WHEREAS, as part of the Eagle Valley Land Exchange the County has acquired approximately 167 acres of land in Eagle County, Colorado more particularly described as Lots 1, 2 and 3 and NE1/4SW1/4 of Section 7,Township 5 South, Range 82 West of the 6th Principal Meridian (hereinafter the"Property"); and WHEREAS, the Property is adjacent to the Cordillera subdivision and acquisition of the Property for open space purposes was a priority for the public and a benefit to the residents of the District; and WHEREAS,the Property will be or has been permanently conserved as open space through the grant of a conservation easement("Conservation Easement")by County to Eagle Valley Land Trust, a Colorado non-profit corporation("EVLT"); and WHEREAS, as part of the conservation effort, County and EVLT have or will enter into a management plan("Management Plan") concerning the Property; and WHEREAS, the District maintains recreational amenities within the Cordillera subdivision and has historically maintained the Trails(as defined herein below)that are located on the Property. County desires to have District continue to maintain the Trails subject to the terms and conditions set forth herein; and WHEREAS, cooperation and coordination between local governments is supported by C.R.S. 29-1-201; and WHEREAS,the Parties have agreed to enter into this Agreement to set forth the Parties respective obligations with respect to maintenance of the Trails on the Property. AGREEMENT Now therefore, for good and valuable consideration, as set forth in the recitals and including the promises set forth herein, the Parties agree as follows: 1. Identification of Trails. The Trails and improvements currently located on the Property are identified on Exhibit A(collectively the"Trails")which is attached hereto and incorporated herein by reference. District may not create any new or other trails or improvements on the Property without prior written approval of County. 2. Trail Maintenance. District shall perform or cause to be performed on a periodic and as- needed basis, and in a manner consistent with the District's historical maintenance of the Trails: i. Weed control and spraying along the Trails; ii. Trail maintenance; and iii. Litter removal on and immediately abutting the Trails. 3. Signage for the Property. District shall be responsible for locating and maintaining regulatory and directional signage on the Property, consistent with the District's historical maintenance and location of signage on the Property. Notwithstanding the foregoing,no sign shall be located, modified or removed without mutual agreement of the Parties. The location and content of any and all signs placed on the Property shall comply with this Agreement, the Conservation Easement and Management Plan. 4. Annual Inspections. Annual inspections of the condition of the Trails, signage and improvements,will be conducted by staff from County and District. If repairs are identified, the Parties will work cooperatively on the scope,need, and costs of identified repairs, with the goal that District will coordinate and complete repairs in a manner that is consistent with the Conservation Easement and Management Plan, with the sharing of the costs of such repairs being subject to further agreement of the Parties, consistent with each Party's adopted budget. 5. Term. The initial term of this Agreement shall commence upon execution by the Parties and shall continue to December 31, 2015. This Agreement shall thereafter automatically 2 renew for additional one (1) year terms commencing January 1 of each consecutive year unless earlier terminated as set forth herein. 6. Compliance with Conservation Easement and Management Plan. The Trails on the Property shall be maintained in accordance with the Conservation Easement and Management Plan with the goal of preventing additional areas on the Property from being impacted by vehicle activities and social trail development. The Parties acknowledge that use of Trails is limited to non-motorized,passive, low impact recreational purposes, including but not limited to,pedestrian use, bicycle use, wildlife/birdwatching, hiking, cross-country skiing and snowshoeing. No new Trails may be located on the Property until County has ensured compliance with the Conservation Easement and Management Plan. 7. TABOR. County and District are governmental entities and all obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. Notwithstanding anything to the contrary contained in this Agreement, no payment shall be made for any maintenance services provided after December 31 of any year without prior approval of a budget adopted in accordance with the provisions of Article 25 of Title 30 of the Colorado Revised Statutes and Local Government Budget Law(C.R.S. 29-1-101 et. seq.) 8. Project Managers. The Parties acknowledge that on-going coordination and communication will be required. As a result, each Party shall have designated a project manager to coordinate performance and communication under this Agreement. The District's project manager shall be Rachel Oys, the District's General Manager or her appointee; and,the County's project manager shall be Toby Sprunk, Eagle County Open Space Director or his appointee. Any and all correspondence between the Parties regarding this Agreement shall be between and among the project managers. Any Party may designate a different project manager by notice in writing to the other. 9. Termination. Any Party may terminate this Agreement without cause and without penalty therefor upon thirty(30) days advance written notice to the other Party. 10.Notice. Any notice and all written communications required under this Agreement shall be given in writing by personal delivery, fax or mail to the appropriate Party at the following addresses: 3 District: Cordillera Metropolitan District Rachel Oys, General Manager 408 Carterville Rd Cordillera, CO 81632 Telephone: (970) 926-1923 Facsimile: (970) 926-5577 With Copy to: Alan D. Pogue Icenogle Seaver Pogue 4725 South Monaco Street, Suite 225 Denver, CO 80237 Telephone: (303) 867-3006 Facsimile: (303)292-9101 County: Toby Sprunk, Director of Open Space Eagle County Post Office Box 179 500 Broadway Eagle, CO 81631 Telephone: (970) 328-8698 Facsimile: (970) 328-7185 With a copy to: Eagle County Attorney's Office Post Office Box 850 500 Broadway Eagle, CO 81631 Telephone: (970) 328-8685 Facsimile: (970) 328-8699 Notices shall be deemed given on the date of delivery if delivered in person or by a service like Federal Express or United Parcel Service, or three days after the date of deposit, first class postage prepaid, in an official depository of the U.S. Postal Service. When sent via facsimile, on the date of delivery, so long as the sending Party can provide a facsimile machine confirmation showing the date,time and receiving facsimile number for the transmission. 11. Assignment. The rights and obligations of each Party may be assigned only with prior written consent of the other Party which shall not be unreasonably withheld. 4 12. Insurance-Governmental Immunity. At all times during the term of the Agreement each Party shall maintain adequate general liability insurance. County and District shall maintain insurance consistent with the limits established by the Colorado Governmental Immunity Act. By entering into this Agreement, neither party waives, in whole or in part, any of the rights,privileges,protections, or liability caps afforded each Party pursuant to the Colorado Governmental Immunity Act, Section 24-10-101, et seq., C.R.S. 13. Entire Understanding. This Agreement embodies the entire understanding and agreement of the Parties, and there are no further or other agreements or understandings, written or oral, in effect between them relating to the subject matter hereof. 14. Amendments. This Agreement may not be amended except by a written document executed by the Parties hereto. 15. Independent Contractor. It is expressly acknowledged and understood by the Parties hereto that nothing contained in this Agreement shall result in, or be construed as establishing an employment relationship, master-servant,partnership,joint venture or other relationship between the Parties. 16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. The Parties agree that venue in any action to enforce or interpret this Agreement shall be in the Eagle County District Court. 17. No Third Party Rights. This Agreement does not and shall not be deemed to confer upon or grant to any third party any right enforceable at law or equity arising out of any term, covenant or condition herein or a breach thereof. [Rest of Page Intentionally Left Blank] 5 IN WITNESS WHEREOF, the Parties have hereunto set their hands, by their duly authorized representatives. EAGLE COUNTY, COLORADO By and through its Board of County Commissioners By: Kathy Chandler-Henry Chair CORDILLERA METROPOLITAN DISTRICT By: Nancy Alexander, President 6 Exhibit A Trails and Improvements (Collectively the"Trails") 7 r.. f� i.. ill , • "� �II tls ,. ,.m r u � . : +. _. r� .,.z,`` r,,,fin" 4 11� 111 ti,c4-'44 $Z iii T � rr 4X a a 4_IIIMIlle Iftf:44,1:11C1. 1- aq� a. kah....i. -4°1 It''''''_, t-It71--t.-14.;:' k':;:it..,;4.i 'd 4 i II y [; 3} 5 1 Z • i 7 i i . ., a Y min Exhibit A 8