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HomeMy WebLinkAboutR16-088 Open Space Funds Dewey Park Property Commissioner ft ia-0-4,- moved adoption of the following Resolution: I BOARD OF COUNTY COMMISSIONERS COUNTY OF EAGLE, STATE OF COLORADO RESOLUTION NO.2016-0 tt RESOLUTION APPROVING THE CONTRIBUTION OF OPEN SPACE FUNDS TOWARD EAGLE VALLEY LAND TRUST'S PURCHASE OF A CONSERVATION EASEMENT ON THE DEWEY PARK PROPERTY WHEREAS,on or about September 16,2016, Eagle Valley Land Trust(hereinafter"EVLT") entered into an Option Agreement to purchase a perpetualcosaervtion easement on approximately 38 acres of land located in Eagle County,Colorado along th e ColorOld River known as the Dewey Park property(hereinafter the"Property"); and -, - 1:, i WHEREAS,the Property is depicted on ExhiN A whleh iyttached hereto and incorporated herein by reference; and -....,-, WHEREAS,through Eagle County Resolution No. 2016-064,Eagle County established its Open Space Program which permits the acquisition and/or permanent preservation of Open Space by Eagle County or the County in partnership with other public or private entities; and WHEREAS, EVLT desires to purchase a conservation easement on the Property in order to preserve wildlife habitat and scenic qualities; and WHEREAS,the purchase price for the conservation easement is One Hundred Ninety Thousand Dollars($190,000). An additional amount not to exceed Sixty Thousand Dollars($60,000)is required to cover transaction costs,including but not limited to,baseline report, stewardship endowment,project fee, legal defense, mineral and environmental analysis,title insurance, closing costs,and the like(collectively "Transaction Costs"); and WHEREAS, at its May 9, 2016 meeting,the Eagle County Open Space Advisory Committee based on its findings,recommended approval of the use of One Hundred Ninety Thousand Dollars ($190,000)to purchase a conservation easement on the Property and up to Sixty Thousand Dollars ($60,000)toward Transaction Costs for the project; and WHEREAS,at its regular meeting on October 25,2016, Eagle County Board of County Commissioners considered the funding request,a presentation from staff,and the recommendation of the Open Space Advisory Committee. NOV,THEREFORE BE IT RESOLVED by the Board of County Commissioners of the County of Eagle, State of Colorado: THAT,the Board of County Commissioners hereby specifically authorizes the expenditure of up to One Hundred Ninety Thousand Dollars($190,000)from the Open Space '":"'Et, .4'.4E0.'',1_ .: a.".1 E.. By: '7 AWL 1, i ..'4146. ,nty A ,orn y's ffiCt.'. Eve ounty Commusioners Office conservation easement on the Property and an additional amount of up to Sixty Thousand Dollars ($60,000)from the Open Space Fund for Transaction Costs; and THAT,such expenditure of Open Space Funds shall be subject to County's satisfactory due diligence review and approval of the form conservation easement, substantially similar to that attached hereto as Exhibit B,as well as inclusion of the expenditure in a supplemental budget to be separately considered by the Board of County Commissioners; 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 Eagle County, State of Colorado. MOVED,READ AND ADOPTED by the Board of_Countx Commissioners of the County of Eagle, State of Colorado, at its regular meeting held the 00.4• 1,114* ,2016. COUNTY OF EAGLE, STATE OF 1612 coy COLORADO,By and Through Its ti 1OARD OF COUNTY COMMISSIONERS a � ATTEST: * ' ao . ootoRe' UC f Clerk to the4bard of J nne cQuee et / County Commissioners air •Atif.A.A Mid Kathy Cht•ler-Henry Commi sinner 110/ A J j'4 H. Ryan ommissioner Commissioners ,,..iDuL - "'ss'conded adoption of the foregoing resolution. The roll having been called, the vote was as follows: Commissioner McQueeney Commissioner Chandler-Henry 14-,• Commissioner Ryan This resolution passed by I) vote of the Board of County Commissioners of the County of Eagle, State of Colorado • III EXHIBIT A LEG.AL DESCRIPTION PArial ...)6,4 '7/4Itg. 5 0 v t4 11-1A1 P014T1CA Of TRACT 49 144 SECTION 31 AND St.Citc)N 32 III Ii77t49291, 4 SOU11.1, RANGE 86 WEST CE D'11 Ofli ('FANCiPAL ME.PiDrAN, FACIE COutt1r. COLC1R.k.O0. ACCORDINO TO THE INOEPENOENT Pcsunre..y 'PROVED Re TIIE US SORVEvOR • cENERACS CITICE JuNE. 20, 1922 AND ACCEPTED NOvai0Er 20, 1922, ectus mon& PAorcuLARLv OESCPISCO AS CCA,../.0w5 AT A I,Cut41) 19 LC) BRASS CAP IN PI.AU fOR krL 2,(1110ri CL94118 • COL11301,4 TO SECTIONS 31 ANC 32 rir sr4t) TO9NStil0 4 S0UTii,RANGE 99 WEST t.r4E; SECTIONS 5 AM) 9 C4' SAL) TO(INS:PP S snnni. nAtvY. • nictict. ALON6 Lilt. Or 11044 .32 N f30'5 71,5" E 923w AC 10 A r-Outv) 0.1.0 BRASS CAP tr, PLACE FOP A. CLOSING CORNER A: TrIE: ottE.14S2CI104; THE WEST E30.1..INOAPe OE 5:10 1ThIj....1 49 AND SAC SOUTH UNE Or SAID Si:C(10N 32. • DIENCE C04411150r4C ALONG Mi. SC'jNi 1.1141: (If 9141 SEE;(10N 32 EASt. 239S0 Hi.T • (TNE. BASIS OF NEAR.NOS) IC, A 11411I0 C.L0 enAss 01.0 IN PLACE FOCI' A CL0 11449 0001.001 A THE INTERS:CNN; Of THE f As; seuN0Ar11. sA,0 T2•9; 49 AND THE S{'4.181 LINE 0' FI0E014 39; tt•ENCE ALONG TiiF EA•5113kr 60,..1504(ry Of SAO 49,7,0 45 N 2 3'41'L,2 13; 66.322 FEET IC A room) G L.0 95495 CAP 111 PLACE 105 4:135NEP 119 0 Of- 5A10 TRAcT 49; THEkice, CON 11551119 A.L014;; SAtt., CASI1:111..Y riCAINEAR e 1, 13'4:;410" 0; 1114 29 ICI A 01131/1 ANO Ait535101,1 CAF L10,22510 TN PLACE 100 CCATtir r 149 19 Or stt) rpAcT 40, PIE TPA' 00111T OF iri3.1Eillet:l; IHENCti CON 111491143 ALONG SA,E1 f.A••SITE(.4- SCAINDARY 74011111. 813 20 F AL 7 (9 A I-00N0 01 0. 90ASS CAP IN PLAC€ 9014 C.914441,,P 140 1 MACT 49 AND CORNER NO.4 TIIA:C; 51; 15E571 /.L 0'1C Tlif. t(911.1N 1401.,(NCAR'r OF 5Aft", IPAG 49 N F, L51 .1.f, ILE To A route) t 3 E,R45s rf:44 C0r,440 G IP Acr 4S. CORN, NO 3 ((MC i 51 A•Nr) rHE 1401401 1041 fir SA.10 174101 49, IliCCICI 99448NONC, A70049 171;0 11051ff 0C1014DA0 9 89,45'31 y,,• 1243.6; I LET TO A 100141) GI,0 807.11 CAP 114 PL ACE FUR A AO-ZANE/ER CCIWICA ANC: c•CONEr1 NO et SOD MAC; 45: 1411N7e: t0;53 lilt tKiITH 11001 if)&f::r 01 5.410 if:AcT 49 5 8j.20i.,31.. Vi :LI.a:2 A Pi9;141 CU DIE CASINO,.?MEAN 1071-; WATER LINE 01' C0.00/ETC.PlyE0 09.1t0r444E0 OEC4F,IRFF1 ill, 1502 fir NEI SNINE A • .0119N0 SAO 0119117111...r /A AN MICH 0A1II1 NNE TIE 104 T4,17414r,', 7.! {:eAjft It S 04122'54' W 104.73 FEU: 2) S 26-26'13" F 6344 tAil, 0'; S 480449- 1 101 59 FEET, • 5 603021' E 319.05 EETT: S 21'05'26' 1 406 72 FEET, 61 S 4510'08' F 75392 Fat 7) S 1,5's 0.02` E 15453 TEE t a) S 70-39.2.r E 20726 rat wi-0,:j• A 0EllAR AEI) CAE` St i 1--7.,44 A IA ANGER AND conrtEr 710,3 Of 50417 TRACT 49 11EARS N 04'01'30- W 26 32 TUT S 80'30'50' E 150 1,4 FEEL 10; 9 80'fall'far E 304.00 1EE11 It) II 8299•113 E 19 7 19 1814, 13) N 05'5310' ( 1,0115 rat: 73) N 80'4901" 6 249.55 TEO. tHtrick N 61-59',51" t: 33091 11 E.1 10 1141 114ut: 001:11 1411 0/.107418E0 PARCEL CONTAINS 0.083 ACRES f/OP) 00 1,,E0% lilt ABOVE OE57Ri9E0 PARCEL SueJE.Ot 10 i) A STEW Cr LAND EtXt Oil 017141: AND 1010 ClIANOL C.:94L8r4 ftAuszoAD comnAr.te CONT/ANI:(13 6 002 ACRES 1,1006 CR 1.1 95. SA10 STRIP Or 1731))KING A P041101( Cil, EIENVE.13 ANT; SALT LAre,07,5340A9 PARCei DESCRO3E0 r 0420K 110 A PAGE I.47 111 TitE Or TIFF CAGLE COTTI4TT Ct.E0;4 A119 PE-CO=10M • 11,415 LE 0 Al. 0PSCRiPT10;; Yin/nErovEn ',pat A SIVCIAL V7AftRANiY rus) RccorT,ri, AS RECEP NON NUMFIER ri31394 OA;5'1) DECE/ERER I IN 1141 to 1,('i (.37 THE IASI I COUNTY CLER11 ANO REC0.90ER AN9 I,NOT THE REL.:JO 0E- A rrELE? 101,0717 0101 007,110 6W ISIS 1)414 Off AREA FOR PANCEI ()NI, If SS XC'EPIteN, IS 41 0S1 Nok Cig 1,E9 s `;t PACi. 1 Ci" ii 1 C. 11 f'04 ii)'S C•1 ' af.0 zn1-•'54 PC 1/61 1594 993, Eagle Park 1731 Drat, E1.0.CO 81621 (0901325-720H • LEGAL DESCRIPTION PARCEL TWO DEW El PAR,K. 140K114 • A pAncEL OF LAND SITUATED IN TRACT 48 AND TRACI 50, SECTTONS 31 AND 32. TOwNSHIP 4 SODDL, RANCE 85 WEST CF THE 611i P.1.; 6EiNG NOSE PARTICULARLY' DESCRIDED AS FOLLOWS' • DEOWNWO Al CORNER. NOG OF SAO TRACT AS 8E1NG A GE.0 GRASS CAP FOUND in PLACE AND PROPERLY MARKED, THENCE ALONE: 1HE. SOUTHERLY LINE OF SAID TRACT 45 S 09'Sr 23" W A DISTANCE Or 1436.50 Far TO A POINT On THE APPROMMATE • CENTERLINE OF THE COLORADO RIFER AND THE EASTERLY LINE a A PARCEL 01SCRIBED lii DOE* 217 Al PACE 754 CE Mt; EAGLE COUNTY RECOE3315. THENcE. At.ono ceNTEPuNE ANO E.AsIFITE‘i LINE TILL YoLLoyArg.-; SEVEN 1;7) COURsis., N 0420'12" E/ A DISTANCE OF 140.3 FEET; N 51735'42 E A 1)!STANCE, CC 146:5 FE:El. • 3 N 30'26'50 R A (ASKANCE OF 5740 FEET; N 1r3544" 1 A DISTANCE Cr 104.03 FEET; 5 FT 124421° EA 0:STANCE Or 550 03 FEET, 6 N 03'29'33' E A DISTANCE OF 9031 FEET. 7 N 13'0'32" Yt OtSFANCE OF 205.18 FEET: • THENCE L.EA'ONCi SAID CENTERLINE ANC, CASTEN r EWA. AND ALONG 1:11. NORTHERLy LINE 01 S5:0 PARCEL DESCRIBED IN 0001-r. 21" A.1 PACE 254 Cr NEE LADLI. COLIN1 • NECOROS A T1(0' IN A DISTANCE OF 101.32 FEET, THENCE At ENG THE EASTERE I HICK:1 .• 't 01 CACTI CCuti Ty POND 301 rrir rairworc sr.EN (7) COURSES 1 11 15'54'2 W A DISTANCE Cr .3034! 1rc.1. N 72'3502 W A DISTANCE 0: 2.34.?5 IFFT, .5 All' A CURVE TO IKE RIGH1 WITH AN ARC LENGTH tY, 370.06 WM A RADiUS Or 315 OD FLIT, vATI•4 A CHIRC: 13E.AittriG OP 1. 08'08'13' C ATTE! mill A CHORD LENOT:1 Of 352.50 FEEL 4 N 3651'32" 1 A DISTANCE Of I';!6 32 (EEL :ALONG A CURVE TO 'Re RICHT 'MTH AN ARC LEHOTII Or 155.75 FEET, 14111 5 RADIUS Or 517'GO FEET, 1,10; A C.1LORD sEADIK, f1 47'29.28" 1 AND %lilt A cH0p0 LENGTH OF 11116 FEET; 6 N 56'05'23 F A DISTANCE 0+ 101 68 FEET, N 40 E A OISTMiCE OF 338 18 III T 11, A PT",:in I Of, INE NORIHM.Y UNL SAID TRACT 43 NiEtTa LEAVING st.lr, pots,or- AN!, AL01S0 TT1E NopiTIT:Ni„T• LINE Of SAID TRACT 48 N f:9'511'4"" F A DIST MCI Or IT 75 FEET; • THENCE ALONG THE SOA1111V,ESTERE.v LINE OF A PARCEL. DESCRI6E0 IN 8004' 210 AT PACE 34 OF fill EAcl.f. COUNTY RECORDS S 38"54'3:r 1 A DISTARCEI 05.00 FEEL • THENCE ALESIS THE SOU11:EASTERLA LINE 01 SAW. PARCEL DESZRIDFO IN DOOK 219 AT PACE 34 OF THE EACLE COUNTY RECOPOS II 4312'SCr E A olsrAprcr: or 259? rat To A p0341 ON scoD NORDTERLY TINE or TRACT 4A. THENCE AEONC 5510 NORTHEREr LWE ti 89'5817' E A ()IS;AIVE oF 4350,37 FEET Ti) A POWT ON THE cAsitri, UHF 01 SAO TRACT 46 IMENCE ALFWG SAID LAME8Lt LiNi !Ht. tOCE.OWINC TwO(2) COiJITSES 1 5 /30'02'21- V,' it DISTANCE OF 1316 36 FEET 10 CORNER 110 7 OF trfAC,T 51 SECTION 32. TOKNSHIP 4 SOUTM. RANGE Fi6 V.IIST ci ME III F TI 611:10 A GL.O. ERAS' cm) rooTTO Itt PLACE AND PROPERLY LA ARNEO, 2 S oTon20:' E A OISTANCE: t 131 7 21 FEET 13 1HE PFIJITT 0 WC:INT:WO. INT LIT PARCEL CONTAINS 86069 ACRi'S MORE 011 LESS DxccpyiND THE RIGHT-01-WAY rOR THE flEMFET AND F/, LAKE VA:STERN RAWROAF COLiPANY t_ "c IN 8001-C 116 AT PACT. 118 IN TtiE P1.0 C Air FA'3E1 COL:ti I Y CLEW: A1411 RE:AAriri. MITAINENT; El 830 ACTTIS LiOrtE OR LESS • THE TOTAL APEA FOP PARCEL IWO. LESS THE EXCEPTION. IS 20.150 ACRES MODE CR LESS. NT LEGAL OFSGMPTION FOR PARCrt. TWO IS MOT,' Al. At TA\Acsm LAND TITLE ztevcy PREPARED DY EON DACENT, ItS. 269EG, DATED MAY 24. 2001 OM THE PENAL% Of SC/PROW A WALKER INC ANTI 1111.EN A PORTION OF TRACT 48. SECTIONS 31 & 32, AND TRACT 50, SECTON 31. TOWNSHIP 4 SOUTH. RANC,F 86 WEST OF THE 611 P LE. FACIE COUTin, CC:LORA:30: AND IS NOT THE R1SUL I CE A FIELD S'OPWY P111 071110 ON THIS DATE • 11-iE; cottel.a•D Al1EA FOR pARca.ri ONE ATTO TWO, LESS TIE ExCEPTiONs IS 121.231 ACRES 1,18117 Op 11.55 DATE: MAY 2. 2011 piCHARO F. 13:701,Tti • P S • • . PAC1 2 Cr' 2 • t a r I.! k JEW r 20?-54 • • P.0 Tiox 11:,34 0031 E:Agit 11:14 Eut Drive, CaMt, CO MOM (970)21:11-72119 . . . . . . . . . . . . • • • t c"i o e s t...4 E. < o 0 1 4 LEGAL DESCRIPTION (ii AT PJR'11021 D.i CA....E 44 Ili SZS.Ti1'i 32 Si T!{,Ti:lr!:I' t Stir iH:•l4I?It, 0,7941:24 J IL 13,-is-t> C 5044724. 31:11irlt 116 WISE CF Tt4L ITH c,'c) OPAI N fi:Ctrt., ACCCh'+i"e; Cr) Cl, '4G$'.0—1r RC SurlAtc APPRIC,S'(D/ 11u u S SuRct.":2) G0.1:0PtL'S 47,1 171 201,0 20. 1422 A113 ACC%"1L:D li{ztcl•F$FR 20. 1533. AND OPIC.iAC•LY 0 :41,0(0 A5 i.,) 131 2 Cir 5'C4471 32 AM)ALL PAR: Of LOT 5 OF `•0011 N 3 1,2v.w2441T 4 5:1.[111. RATCC A6 WEST OF INC ETN PRi'i34F'At I,1:P7.41AN IAC'.E.00/4i I Y. PANTICUi.Afit.y 11E5''I8E0 AS i C4.i OWS! c,02rNENCINE.I ,1 A Fi,wi>U S C A') 11)/,>CA"'1i 01,4CE rOa 1!1! Ii,.',COFIE 0 r 0!Jl.0si IC SECI,U 5 31 AND 32 04 SAID TOArI52!E' 4 SrAJG,. NANC:. 04 Y.991 AN) '3CC72&11.., !:. 1,'47 C Of SAP) tOW954 4iR 5'30-1,-i 11,2401 410 W I, !ii"4C A.t.Qliv 14.1 ti)L,I LA'L 0i- S/_CT!'N 32 ti 0+5/I55' 1i 523.07 r11:i 10 A ft%1Nt.>Ct.0 MASS(:AP IN PLACE 4201 A Ctuiit,o Cr3PUEP As nit: ItarilSLC1t(Ati C::iAiO PA or ■1!0 TRACT 49 AND 5:'4. ,.:il!Litt fF' SM 5"..Cl'C'r 37. 1i'.cN�'4 CON TNU".;PLCI0.7, Ii;E;30LIE11 111:£ C4 34 )t Cl')', 53 C4?,i" 2.550 O ft:I:l lF}'( P: l'lliC4} 13 A Ci;t!N(1 iitAv EtiiA'P,CM-Ai 1,44( 1-i1'I A 0405214 !'OAiiU'(Ai nit: ,t"1CRS fC113• C( THE E7'11 ,':)ARY 0V '7,2,p F.1 I'A,1 41 AM.:, UNl 3?. 11,E ➢i1 I'"2 f'1[11 U Ef.Ca!t>:•ri.. 40/,',•F 1' A.t, ;> III CAS 1E0i.I'(; i111 APY Or SAi" MACE 49 ti ,7,11.52' '5 462:32 i'U r 1, .r, I(lUtiO C I.C'! 1111.51 CAP Ft 14 A£;. Fix!c;, 1i00 IA i 04 5 00 L'-A';1 41; ':Y,1114(111i;,'.t 0"u;SA30 L:f:Sii;!i,Y f30,2S0,).1i Ti i3'46L)' 2 104.3)FEEL TO A 00*'' AND A0.41/111..1J ('Al'1,47.■5130 1'1 F' .r S'C'10:1,.11,:C i'?OE an,!": 1'':' 6I'!i70.I1' '4 2A0 4 V I IO 0:i 112[ ,,A',FE1?i, NE AN tcC11 YlAFE.it R, (ii. LCY 0E4,400 I15f R AS (l:U, 1.1i,:. firrt:/t>IFP 1'. I9'(, CALE,9,114'4 Y. 11:21:: Al):1'; 144. ;5A;:'4 ,14 Ri GL Ali 1'13' vrATEP III, NiF t4_r.,i';') i Six (E.i 44,,)'79'10"I •■t:6 F(I 1. :)5 39'41'2 I" 19'::'2)FEET: 11 S 1T724',73'F SBA2 1'<4 I, 44, lr•.1S4"v(3 5'0E01. q 7...17,2..„ 9• r ,,r S .i :^:315 Ff..[ IC A}:Citi! M i., (:Epff la!:'i F. (it T1,`:. sC.;,i!;A'I11 ,t F.i,C! OF AN OA Ei A3AI,411:LVC(1 4,ibt 07E00£.. Ali:.,'il A Ulir: C'.t<ii'C'IL, 11(4410£(4 A A_/iT ,1A1 Ii' 11.,111 Ii'A 1F 21111,') .l:,U.ii 2,/11.1;{1 TO SC(:110ii ,1! ,St' ARl 10,411/'3!14. .Oil!' t A' ��' F, V.r S! ? .. t-:e+t 5 or SAIG °C>YR'SttP S' i'c NATiCi 921 l (Skin - :atti-. 1:4 •,0 f,if:iNC Pit AtiTL! 111111 CN ENE ri 71ii LIII1 f'i iii/,T 441 •71"P1122112A: FI.AT'.; AND 2111.111,012'1 04- SA401,,ri:."141)7..41I 9E54P1V,_.1 CE 4,22,1s riiiI' 4 SC41111 t•l1) T07,^15111P 5 SG.11,4. wit'.1'O°dilOtt vi 't 1121 1.''i', 4EAr,,141(T,t;Jdt Y 1(Fi(RL!Bit..D) Ci 216'42°A'4 li 44)'12 1(72 2,1 A f.":!':i 5' iiir ti'A r L!1.. ., Ss2 ENACT 4S, .2111 :,A'0 L.ASCtlitr cPA It u'" E 444 53 EAF.l ,... A!1;:11!:;Ca.,. ,• , :-.A2 44 1,ACE 1,91 (0f,tt t?t:•?A<lf 51.13 MACE 42, Ill Yt,E LV:'- SA,E4 F AS IA AT 20247 AI 3:N0.0 Ai (.ri?.. FEE.1 f< Tr.6 12,1 P,=Cl ., FIF"..aat',CC[li'Y'Cif IFOAl, e'A IV: (t' C.h.l?AD!/ At': s.....F-if:i PWC.ei C Cl:1 _ . _13;1' Al,,': ,ip' C:?LESS IMitt lilt AL'),) ors- i At1iS FOP ii1'. Otintr> A.i,! ,< ViAS. 11x f:AC 1?(A t IF1' (£121, A F(t 4(34(f lot tiO4.74 (='.11':�.ti• A',',SAI1 ,.'fE R?;:.I1,Id:: • (.''.5,1,1) �,0GC:< ,lc. AT P/:`E 14'0: 1',2. t4-('llC°; T'iF 1:'53 3.U.40!t ;...:i A%1 E0.7(:74,7420,4 .1%, CON1,24lINI 4'3 %:(. 2: 14.0P.7, !C IFic:. j} 4A,:3z4 t LAUD 1!-49!4:3_!:!c': CA4'f•.CC.GF^./1'.I/A' I 1951 IN 12I.)E4A 13' I•I F ni:G•945 A14% iti DA;'YJNF.tNF 11010111'.19 (k' THE RE CCIRDS Ci '1ii. EAt:f' COUNT, C1103'. AND Et'3'41%(IFT,C`T, C0>trA:'i'.(, 2.575 A:7CS tort' 0'LI ,. • e.011/'i C'. LAND 0411 TILES IENDA i AS CC11Ct4 1 ANI C "l 10!4(, .4'0 ,,':F ACIF 002,140.4. 1110503-, 0.4,ll10E.Ai' CUD Pie 'CCO;ti`11 1,5<: '_'3 Al ▪ 30 C31 it,t:i.;.A -'4,(S C4 LAO T 1.5.3411. C_-v<27i1'A '"1' lirRoucoi t:a C£IC; Ii te I.iN 070r 101 t• i n:£. , fliee "10111. >Cr Ti,l 17.,:;:.0 A1iL'"(11924.01, CCtOtt.`.)5 Frti.L,4.t,L ^"S;;RIPT:iai WAS GC1'1i:2)Fi403/ A 5"L:,ra.0,+,r.!(•U'I CE: O 4112111,,'4. t:'1l.'E;C14 300'!47 04 E0 GE':CO20f1: Ii 14 A5 R:' 31:0 di: CAF1C4 L1 1111 Et.C,' .;;rtT1 CL 14 AND tit:CE)43VP 2710 WAS LIII Tut El:S.!:.1 II A.F:EAP 'U'"c'ET Peeineielif n 7X1 It■;.nnlA it rE 171,At. AREA;0:4 195 P,4FCt3., L E..IS I" L-:Ea'T231s5 1S 220 03 R/04( Ck, 1.1.04; n IL IAA;a. 23!• 61011,IC L (75.'AL" 21:10';4 ! LL O .to> P U 1101; I41i1 003E. F;igie 1'Jrl F:sat firer Foyle.CO 114034 (1,1(129 711' • EXHIBIT B FORM OF CONSERVATION EASEMENT • III After recording,please return to: Eagle Valley Land Trust Attn: Jim Daus P.O.Box 3016 Edwards,CO 81632 Any time the Property is transferred by Grantor to any third party, Grantor shall pay a transfer fee of 0.5%to Grantee and notify Grantee pursuant to the requirements of Section 11. DEED OF CONSERVATION EASEMENT Dewey Park THIS DEED OF CONSERVATION EASEMENT ("Deed")is granted on this day of , 2016,by COYOTE RIVER RANCH, LLC, a Colorado limited liability company, whose address is P.O. Box 88, Wolcott, CO 81655 ("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 42 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 1.R.C. § 501(c)(3), as required under C.R.S. § 38-30.5-104(2). Grantee is certified by the State of Colorado's Division of Real Estate to hold conservation easements for which a state tax credit is claimed. Grantee is also accredited by the Land Trust Accreditation Commission, a national accreditation program sponsored by the Land Trust Alliance. Grantee's primary purpose is to preserve and protect the natural,scenic, agricultural, historical, and open space resources 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. eg. 1.170A-14(d), the conservation purposes of a qualified conservation co o / M , t i c in e its E.. le Cou,m y Attorney's Office {{'`�� Eagle r'ourty Coinmi sioners` Office 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 [TO BE UPDATED UPON RECEIPT OF THE BASELINE REPORT]: 1) Relatively Natural Habitat. [Treas. Reg. §1.170A-14(d)(3)]. The Property supports native 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 contains approximately 6,000 linear feet of river frontage along the Colorado River and its riparian corridor. The Property's habitat is"significant"as defined by Treas. Reg. § 1.170A-14(d),because it provides or potentially provides habitat for species considered rare, threatened, endangered, or of special concern—namely . The Property features . These big game species contribute significantly to the biodiversity of the region and to the economy of Eagle County and the State of Colorado. 2) 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. As such, the Property adds to the scenic character, openness, and variety of the local rural landscape. The Property is visually accessible to the public from Colorado River Road,which bisects the northern portion of the Property, and the Colorado River,which is heavily used by boaters and other river recreation enthusiasts, and from Colorado River Road, a county road frequently traveled by the residents of Eagle County and visitors to Eagle County. b. Agriculture. The Property is currently used for agricultural purposes including cattle grazing and irrigated hay production. This use is compatible with other land use in the vicinity, as adjacent properties are also used for agricultural production. 2 c. 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 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. 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 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) 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." 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 3 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. 2016-064 establishes that it is the olic of p Y Eagle County to be dedicated to apreserving wildlife habitat,protecting working farms and ranches, conserving scenic landscapes and vistas, and protecting wetlands and floodplains2 within and throughout Eagle County. 3) 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 Effective Date, a report has been prepared by Rare Earth Science, LLC and dated ,2016 (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 Easement 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 Easement. However, the Baseline Report is not intended to preclude the use of other evidence to establish the condition of the Property as of the Effective Date. G. County Funding. Grantee's purchase of this Easement was funded by the Eagle County Open Space Program(the"County"). NOW, THEREFORE, in consideration of the payment of funds by the County, the receipt and sufficiency of which are hereby acknowledged, the recitals set forth above, incorporated herein by reference, and the mutual covenants,terms, conditions, and restrictions contained herein, and pursuant to the laws of the State of Colorado,Grantor voluntarily grants and conveys to Grantee and Grantee voluntarily accepts, a perpetual conservation easement in gross ("Easement"), an immediately vested interest in real property defined by C.R.S. §§ 38-30.5-101, et seq.,and of the nature and character described in this Deed, for the purpose of preserving and protecting the Conservation Values in perpetuity, 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"). 4 • 1. Purpose. The purpose of this Easement is to ensure that Grantor preserve and protect in perpetuity the Conservation Values as they exist upon the Effective Date(defined below) and as they may evolve in the future, in accordance with I.R.C. § 170(h),Treas. Reg. § 1.170A-14,and C.R.S. § 38-30.5-101, et seq. ("Purpose"). To effectuate the Purpose of this Easement,the Parties agree: (i)to permit those uses of the Property that are expressly permitted by this Easement, subject to any limitations or restrictions stated herein,and those uses of the Property that do not materially adversely affect the Conservation Values; and (ii)to prevent any use of the Property that is expressly prohibited by this Easement or will materially adversely affect the Conservation Values. Nothing in this Easement is intended to compel a specific 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: a. To preserve and protect the Conservation Values in perpetuity; 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; d. To enforce the terms and provisions of this Easement; 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; and f. All Development Rights as defined in Section 24 (Development Rights), except as specifically reserved by Grantor herein. 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. 5 3. Rights Retained by Grantor. Subject to the terms and provisions of this Easement, Grantor reserves to Grantor, and to Grantor's personal representatives,heirs,successors and assigns, all rights accruing from Grantor's ownership of the Property, including: (i) the right to engage in or permit or invite others to engage in all uses of the Property that are expressly permitted by this Easement, subject to any limitations or restrictions stated herein, and those uses of the Property that do not materially adversely affect the Conservation Values; and (ii)to retain the economic viability of the Property and to retain income derived from the Property from all sources. Grantor may not,however, exercise these retained rights in a manner that is expressly prohibited by this Easement or that materially adversely affects the Conservation Values. 4. Property Improvements. Improvements existing as of the Effective Date are permitted. The installation,placement or construction of any other improvement is prohibited unless expressly permitted by this Section 4. a. Existing Improvements. At the time of granting of this Easement, the Property contains one(1) small agricultural structure consisting of approximately 375 square feet(the"Ag Structure"),and no other improvements except for ditches, irrigation pipelines,including a pipeline crossing over the Colorado River and improvements and structures associated with such pipeline crossing, an unpaved Road (defined below), fences, and miscellaneous Utility Improvements (defined, below)(the"Existing Improvements"). The Existing Improvements may be maintained, repaired and replaced in their current location without Grantee's approval,provided,however, that the Ag Structure shall not exceed sixteen(16) feet in height. b. New Improvements. The following shall be referred to herein as"New Improvements:" i. Grantor may place,install, construct,maintain,repair and replace the following new improvements on the Property: (i) one(1)open-sided hay', storage structure not to exceed 1,400 square feet in size and sixteen(16) feet in height which must be located adjacent to the Ag Structure and may only be used to store hay and operational agricultural equipment; (ii) stock watering tanks; and(iii)reinforcement of the banks of the Colorado River using natural materials, such as rock and vegetation,without Grantee's consent, but in no event using man-made structures or materials, such as concrete or steel, without Grantee's approval pursuant to Sections 16 (Grantor Notice) and 17(Grantee's Approval). 6 ii. Prior to the location, construction, replacement or enlargement of any New Improvement as permitted in this Section 4, Grantor shall notify Grantee in accordance with Section 16 (Grantor's Notice). c. Roads and Trails. For purposes of this Section, "Roads"shall mean any permanent road that is graded, improved or maintained, including any seasonal unimproved roads and two-track roads. "Trails"shall mean any unimproved or improved path, or paved or unpaved trail constructed or established by human use,but shall not include trails established by wildlife or livestock. Roads. Grantor shall not construct or establish new Roads, unless approved by Grantee pursuant to Sections 16 (Grantor's Notice) and 17 (Grantee's Approval). Subject to the foregoing, Grantor may maintain, including grading and the repair or replacement of culverts, and repair Roads without Grantee's permission,but Grantor may not widen or otherwise improve any Road unless approved by Grantee in accordance with Sections 16 (Grantor's Notice) and 17(Grantee's Approval). ii. Trails. Grantor may maintain and repair any Trail existing on the Property as of the Effective Date. Grantor may not construct or establish any new Trail on the Property unless approved by Grantee pursuant to Sections 16 (Grantor's Notice) and 17(Grantee's Approval). 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. 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 do not unreasonably interfere with or restrict the movement of wildlife on the Property. e. Utility Improvements. Existing utility improvements, if any, including but not limited to: (i) transformers and power lines; (ii)telecommunication lines; (iii) domestic water pipelines; (iv) septic systems or sewer pipelines; and(v) storm water drainage pipelines("Utility Improvements"),may be maintained, repaired or replaced with an improvement of similar size and type at their current locations on the Property without further permission of Grantee. The construction, maintenance, repair and replacement of renewable energy generating systems including,but not limited to,wind, solar, geothennal or hydroelectric, solely for 7 uses permitted on the Property is permitted provided that such activity is consistent with the Purpose(also, "Utility Improvements"). Grantor may install • new Utility Improvements solely to provide utility services to the improvements permitted by this Easement provided such Utility Improvements are installed underground. 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 16 (Grantor Notice) and 17(Grantee's Approval). 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 6.g(Easements, Rights of Way or Other Interests). Notwithstanding the foregoing,holders of Third-Party Rights may have rights to access, construct,maintain, repair and replace Utility Improvements in accordance with Third-Party Rights, and Grantor agrees that any agreement Grantor enters into with holders of 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. f. Signs. Grantor may place and maintain signs provided such signs do not exceed four(4) square feet. Grantor may place larger signs on the Property with Grantee's approval pursuant to Sections 16(Grantor's Notice) and 17(Grantee's Approval). g. 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, and (ii) on any portion of the Property that is not a Road,provided that such vehicles shall be used only for property management purposes including,but not limited to,maintenance of the, Roads and Trails,weed control, agricultural production, and habitat restoration. ', 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. 5. 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. 8 • a. Agriculture. The Property is currently used for cattle grazing and hay crop production which uses are consistent with the Purpose provided they are undertaken in accordance with the terms and provisions of this Easement. All agricultural uses shall be conducted using stewardship and management methods that preserve the natural resources upon which agriculture is based. Long term stewardship and management goals include preserving soil productivity, maintaining natural stream channels,preventing soil erosion,minimizing invasive species, avoiding unsustainable livestock grazing practices, and minimizing loss of vegetative cover. Livestock watering tanks shall be located at least 100 feet from the Colorado River, and livestock fencing shall be installed in locations intended to minimize damage from livestock to riverside vegetation by providing limited openings to the Colorado River, unless otherwise approved in writing by Grantee. If agricultural acts or uses are no longer practiced on the Property, either Party may request that the Parties develop a mutually acceptable plan to ensure appropriate land cover that is consistent with the Purpose. The expense of developing and implementing said plan shall be borne by Grantor. b. Relatively Natural Habitat Grantor may conduct any activities to create, maintain, restore, or enhance wildlife habitat and native biological communities on the Property,provided that such activities do not temporarily or permanently have a material adverse effect on the Conservation Values. If such activities could in any manner temporarily or permanently have a material adverse effect on the Conservation Values, Grantor must first notify Grantee and obtain Grantee's consent pursuant to Sections 16 (Grantor's Notice) and 17(Grantee's Approval). c. Mineral Extraction. As of the Effective Date, Grantor owns all of the coal, oil, gas hydrocarbons and other minerals (the"Minerals") located on,under, or in the Property or otherwise associated with the Property. This Easement expressly prohibits the mining or extraction of Minerals using any surface mining method. 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. d. Timber and Vegetation. 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 allow for the cultivation of alfalfa, grass or other agricultural crops, to permit recreational access to the Colorado River, and to prevent personal injury and Property damage. Grantor may conduct tree thinning activities to mitigate forest fires, and to maintain a healthy ecosystem on the Property in a manner consistent with the Purpose. 9 Commercial logging is prohibited. Large-scale alteration or removal of native trees, shrubs and other vegetation from the Property may only occur with Grantee's consent pursuant to Sections 16 (Grantor's Notice) and 17(Grantee's, • Approval). Re-vegetation of the Property including planting of shrubs and trees'''is permitted in a manner consistent with the Purpose. e. Recreation. Grantor may undertake, or permit others to undertake passive, non- motorized recreation on the Property, including,but not limited to, wildlife watching,hiking, fishing,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 a manner consistent with the Purpose. f. Weeds. The Parties recognize the potential negative impact of noxious weeds and invasive plant species on the Conservation Values. Grantor shall manage noxious weeds and invasive plant species in a manner consistent with the Purpose. Grantee has no responsibility for the management of noxious weeds and invasive plant species. g. Water Rights. The Parties agree that it is appropriate to encumber certain water rights beneficially used on the Property with this Easement pursuant to C.R.S. § 35-30.5-102, including all of Grantor's right, title, and interest in and to the water and water rights described in Exhibit C attached hereto and made a part hereof, together with all associated canals, ditches, laterals,headgates, springs,wells, ponds, reservoirs,water shares and stock certificates, water allotments, contracts, units,permits, easements and rights of way, and irrigation equipment affixed to the land (collectively,the"Water Rights"). i. Permitted Water Uses.The Parties agree that the Water Rights will be used according to their decreed terms.The Parties further agree that the Water Rights are hereby dedicated and restricted exclusively for conservation purposes, including,but not limited to, the Conservation Values of the Property, agricultural,wildlife habitat, horticultural, wetlands, recreational, forest, or other uses consistent with the protection and restoration of open land, environmental quality,or life-sustaining ecological diversity(the"Permitted Water Uses"). The Permitted Water Uses specifically include: (1) Historical Use. The Parties agree that Grantor shall have the paramount right to use and enjoy the Water Rights on the Property 10 consistent with recent historical practices, including continued irrigation or other historical use of the Water Rights; (2) Instream Flow Use. The Parties agree that Grantor may enter into temporary legally enforceable water leases, contracts, emergency water loans, or similar agreements for conservation purposes, not to exceed three (3) consecutive years or five(5) out of every ten (10) years, to increase instream flows and/or water levels in streams,rivers, lakes, and reservoirs to preserve or improve the natural environment of such water body(s),provided that: (1) Grantee has given its prior written consent to such arrangements; (2)that such use,in the opinion of Grantee, would not jeopardize the long-tenn Conservation Values of the Property; (3)that such arrangements do not permanently separate the Water Rights from the Property; and (4)that such arrangements comply with current law; and (3) Restoration/Enhancement Use. Grantor may propose projects on the Property, including the riverbed of the Property, that prevent the degradation of,restore, and/or enhance and improve the quality of the watershed,wildlife habitat, and ecological health of the Property. These may include a change of Water Rights pursuant to C.R.S. § 37-92-302 or any successor statute(a"Change") or water infrastructure construction. Such Change or construction shall be undertaken only after creation of a site specific plan for restoration/enhancement, which has been submitted to and approved by Grantee pursuant to Sections 16 (Grantor's Notice) and 17 (Grantee's Approval). Grantor shall have the paramount right to use and enjoy the Water Rights on the Property consistent with recent historical practices pursuant to Section 5.g.i(1)to use the Water Rights to benefit instream flows pursuant to Section 5.g.i(2), and to use the Water Rights for restoration or enhancement according to the terms and conditions of an approved restoration or enhancement plan pursuant to Section 5.g.i(3). fn the event that Grantor can no longer use the Water Rights in accordance with recent historical practices,the Water Rights shall be used for other Permitted Water Uses. Grantor shall have the right to install, construct,maintain, repair, and if destroyed, reconstruct any facilities related to the Water Rights (such as gages, ditches,wells,reservoirs, irrigation equipment, 11 irrigation holding ponds,recharge ponds, stock ponds, etc.),unless the Conservation Values of the Property would be unreasonably damaged thereby, as determined by Grantee in its reasonable discretion. ii. Restrictions on Water Rights. Except as permitted by Section 5.g.i,the Parties agree that Grantor may not: (i)Change the Water Rights to or use the Water Rights for municipal, industrial, commercial, or any other new+ uses; (ii) Change the Water Rights for use other than on the Property; (iii) sell or lease the Water Rights, or encumber them separately from the Property or otherwise legally separate them from the Property; or(iv)have the points of diversion, or the type or the place of use within or without the Property changed, except after Grantor's receipt of a written determination by Grantee that such changes are consistent with the Permitted Uses or ,, will not materially impair the Conservation Values of the Property. Except as permitted by Section 5.g.i(3) above, Grantor shall not, without the prior written approval from Grantee, which approval shall not be unreasonably withheld, construct,or permit others to construct, any new diversion, storage, or other water structures upon the Property; develop any conditional water rights for use on the Property; or otherwise undertake any new development of water resources for use on the Property. iii. Change of Conditions. Grantor expressly waives any claim to use, Change or transfer all or any part of the Water Rights other than as provided in this Easement,regardless of any future change in circumstances, change in values, or other reasons,based on any theory of reasonable accommodation or other theory that would release any or all of the Water Rights from the provisions of this Easement without Grantee's express written consent,which can be granted,withheld, or conditioned by it in its sole discretion. iv. Protection of Water Rights. In order to preserve and protect the Conservation Values of the Property,Grantor shall not abandon or allow abandonment of any of the Water Rights,by action or inaction. Grantor shall annually report to Grantee the nature and extent of use of the Water Rights during the prior year, which report need not be in writing, but shall include copies of any reports submitted to the State or Division '. Engineer or Water Commissioner by Grantor. Grantor shall provide Grantee a copy of any written notice received by Grantor from any state 12 water official concerning the use, or possible abandonment,of the Water Rights. If the Water Rights appear on the decennial abandonment list as provided by C.R.S. § 37-92-401 or any successor statute or Grantee determines that the Water Rights are otherwise subject to a threat of abandonment, Grantee shall give Grantor written notice of such threat of abandonment and shall meet with Grantor to discuss the matter. If, and only if, Grantor fails to cure the threat of abandonment within 90 days of receiving such notice from Grantee, Grantee shall, in addition to any other remedies available to Grantee under this Easement or law, have the right to (1) enter the Property and undertake any and all actions reasonably necessary to continue the historical use of the Water Rights, if desired by Grantee; and (2) seek removal of the Water Rights from the decennial abandonment list. If the Water Rights remain subject to abandonment, Grantee may, after consultation with Grantor, seek to Change the Water Rights to another Permitted Water Use. Grantor agrees to cooperate in any manner necessary to accomplish such changes, and authorizes and appoints Grantee as its agent and attorney-in-fact to file for and obtain any administrative or judicial approvals required to effectuate such changes. v. Recording Encumbrance on Stock Certificates. If the Water Rights • include any shares in ditch or reservoir companies, Grantor shall promptly submit the related stock certificate(s)to the appropriate ditch or reservoir company for inclusion of the following notation thereon: "These shares are subject to the terms and restrictions set forth in the Deed of Conservation Easement from to recorded in the Real Property Records of County, Colorado on 20_at Reception No. ."A copy of the reissued stock certificate(s)shall be promptly provided by Grantor to Grantee. h. Public Access. Nothing contained herein shall be construed as affording the public access to any portion of the Property. Notwithstanding the foregoing,the Parties acknowledge that the public traveling along Colorado River Road might park cars on the Property along the roadway and travel on foot to the Colorado River. Grantor and Grantee agree to work together to manage this potential use of the Property by permitting minimal disturbance in this area along Colorado River Road,including the establishment through use of Trails to the Colorado River and the disturbance of vegetation along the roadway and the edge of the River. 13 Special Events. Grantor also reserves the right to conduct, or to permit others to conduct,weddings,picnics, fishing tournaments, and other similar low-impact special events on a limited basis,provided that: (a) such special events shall be limited to no more than twelve(12) events in any calendar year; and (b) Grantor conducts such special events in a manner that minimizes damage to the Conservation Values and promptly and diligently re-vegetates any disturbed areas with native seed and vegetation until re-vegetation is established and sustainable. j. Irrigation Ditches. The Parties acknowledge that there may be irrigation ditches or pipelines on a portion of the Property(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. 6. 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. Notwithstanding the foregoing and subject to the requirements of Section 10 regarding transfer, and only with the prior written approval of Grantee,which Grantee may withhold in its sole discretion, Grantor may sell a portion of the Property to Eagle County(the"Permitted Subdivision Parcel") and retain ownership of the remainder of the Property(the"Remainder Parcel"). No other division shall be permitted. At the time of any such permitted subdivision, the deed conveying the Permitted Subdivision Parcel or the Remainder Parcel, as 14 applicable, shall allocate the Water Rights and any other reserved rights not yet exercised by Grantor between the Permitted Subdivision Parcel and the Remainder Parcel. If no allocation is made between the two parcels,the Water Rights or other applicable reserved rights shall be deemed conclusively to be conveyed to, or reserved to, as applicable,the owner of the Remainder Parcel, and the owner of the Permitted Subdivision Parcel shall thereafter have no claim whatsoever to the Water Rights or other applicable reserved rights. As part of any subdivision permitted by this Section 6.a,Grantor shall ensure that any subsequent owners and Grantee have legal access to both the Permitted Subdivision Parcel and the Remainder Parcel, and Grantor shall convey any necessary access easement to document such legal access,which easement shall be recorded in the Eagle County Clerk and Recorder's Office. If a permitted division of the Property has occurred: (i)the term"Grantor"in this Deed shall refer thereafter to the then current owners of the portion of the Property each separate owner owns and their respective heirs,personal representatives, executors, successors, and assigns; (ii) each separate owner of such a portion of the Property shall not be considered Grantor for the other portion of the Property; provided, however, that any violation of the terms of this Deed by the then Grantor which existed at the time of the transfer may, at the discretion of Grantee,be enforced against any or all of the Property owners responsible for the violation including the transferring Grantor and the owners after the transfer; (iii) each owner of a portion of the Property shall be regarded as a third party as to the Easement on the other portion of the Property; (iv) if amendment of this Deed is made pursuant to Section 23.f, only Grantee and the owner of the portion of the Property subject to the amendment shall be required to consent to and execute documents evidencing such amendment; (v) each Grantor shall allow Grantee all required or convenient access for monitoring pursuant to Section 2.b across Grantor's portion of the Property for the purposes of monitoring that portion or any other portion of the Property. This Deed shall, both before and after any such permitted division of ownership,be construed as creating one easement encumbering the entire Property. b. Surface Disturbance. Except as otherwise permitted for the exercise of Grantor's rights in Sections 4.a and 4.b, Grantor shall not alter the surface of the land, including without limitation, depositing, moving, excavating or removing soil, sand, gravel, rock,peat or sod,unless approved by Grantee pursuant to Sections 16 (Grantor's Notice)and 17 (Grantee's Approval). 15 c. Commercial or Industrial Activity. Grantor shall not conduct industrial uses of the Property. Grantor may conduct those commercial uses permitted by this Deed without Grantee's approval; provided.that the scope, duration and intensity of such uses are consistent with the Purpose.Otherwise, commercial uses shall only be permitted with Grantee's approval pursuant to Sections 16 (Grantor's Notice) and 17 (Grantee's Approval). d. Feed Lot. Grantor shall not establish or maintain a feed lot on the Property. For purposes of this Easement, "feed lot"means a permanently constructed confined area or facility which is used and maintained continuously and exclusively for purposes of warm-up or fattening large numbers of livestock for market. 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 Easement,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 or County for hazardous materials, nor does it make Grantee or County an owner of the Property, nor does it permit or require Grantee or County 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 Iin this Deed,the conveyance or modification of an easement,right of way, or othetl similar interest is prohibited without Grantee's approval pursuant to Sections 16'' (Grantor Notice) and 17 (Grantee's Approval). 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 16 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 16 (Grantor Notice) and 17(Grantee's Approval). 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. 7. Responsibilities of Grantor and Grantee Not Affected. Other than as specified herein, this Easement is not intended to impose any legal or other responsibility on Grantee, or in any way to affect any existing rights or obligations of Grantor as owner of the Property. Additionally,unless otherwise specified below, nothing in this Easement shall require Grantor to take any action to restore the condition of the Property after any Act of God or other event over which Grantor had no control including acts by those with Third-Party Rights,in accordance with those Third-Party Rights, 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 reserves the right to take prudent actions during natural disasters, including to prevent a sudden movement of the Colorado River, to prevent or mitigate significant injury to the Property. Grantor shall notify Grantee of any such actions as soon as practicable and shall, to the extent reasonably practicable under the circumstances as they exist during such natural disaster, act in a manner that minimizes impact to the Conservation Values. Grantor shall continue to be solely responsible and Grantee shall have no obligation for the upkeep and maintenance of the Property and Grantor understands that nothing in this Easement relieves Grantor of any obligation or restriction on the use of the Property imposed by law. Among other things, this shall apply to: a. Taxes. 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. 17 b. Liability. Grantor shall indemnify,defend, and hold Grantee and its members, officers, directors, employees, agents, and contractors(collectively, the "Indemnified Parties")harmless from and against any and all loss, damage, co$t, or expense, including reasonable attorneys'fees, arising from or in any way related to: (i)injury to or the death of any person, or damage to property, occurring on or about or related to the Property,unless due solely to the act or omission of the Indemnified Parties;(ii) the obligations under this Easement; (iii)• the presence or release of hazardous materials on,under, or about the Property; (iv) the existence of any underground storage tanks on the Property; or(v)the violation or alleged violation of, or other failure to comply with any state, federal, or local law,regulation, or requirement, including,without limitation, CERCLA and state hazardous waste statutes,by any person other than any of the Indemnified Parties, in any way affecting, involving, or relating to the Property.' Grantee shall indemnify, defend and hold Grantor and its assigns, successors anti heirs harmless from and against any and all loss, cost or expense, including reasonable attorney's fees, arising from or in any way related to injury to or death of any person occurring on or about or related to the Property arising out of the Indemnified Parties' actions on the Property. Nothing herein shall create liability for County as a result of its contribution to this Easement. 8. Enforcement. a. General Provisions. Grantee shall have the right to prevent and correct or require correction of violations of the terms of this Easement. If Grantee determines that immediate entry is required to inspect for,prevent,terminate, or mitigate a violation of the terms of this Easement, 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 and County, of the nature of the alleged violation it 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 plafr for restoration and remediation of the Property and,once approved by Grantee and County, 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 301 or judicial process. At any point in time, Grantee may take appropriate legal action, including seeking an injunction, to stop the alleged violation. County shall have no obligation to 18 enforce the terms of this Easement or to participate in any mediation pursuant to Section 30. b. Costs of Enforcement. Any costs incurred by Grantee in enforcing the terms of this Easement against Grantor, including,without limitation, costs and expenses of suit, and attorneys'fees necessitated by Grantor's violation of the terms of this Easement,shall be borne by Grantor. If the deciding body detennines that Grantor is the prevailing party on all claims in any court action to enforce the terms of this Easement,the Parties shall each be responsible for their own costs and attorney fees. Any costs of restoration necessitated by Grantor's violation of the terms of this Easement, shall be borne by Grantor. c. Grantee's Discretion. Grantee's remedies described in this Section 8.c shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity, including the right to recover any damages for loss of Conservation Values as described in C.R.S. § 38-30.5-108. The failure of Grantee to discover a violation or to take action shall not waive any of Grantee's rights, claims or interests in pursuing any such action at a later date. 9. Transfer of Easement a. Grantee shall have the right to transfer this Deed 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 County, such approval not to be unreasonably withheld, conditioned or delayed. Grantee shall provide Grantor and County 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 19 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 9, the parties shall record an instrument completing the assignment in the Eagle County Clerk and Recorder's Office. Assignment of this Deed 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. 10. Transfer of Property. Any time the Property or a portion thereof is transferred by Grantor to any third party, Grantor shall pay a transfer fee of 0.5% of the current fair market value of the Property to Grantee to be used for purposes consistent with Grantee's mission. Grantor agrees to incorporate the terms of this Easement by reference in any deed or other legal instrument by which it divests itself of any interest in all or a portion of the Property, including,without limitation, a leasehold interest. Grantor shall notify Grantee and County in writing within five(5)business days prior to the transfer of the Property,using the form in Exhibit D attached hereto and made a part hereof. Within five(5)business days after the transfer of the Property, Grantor shall provide Grantee with 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. This provision is intended to run with the land for perpetuity, and to touch and concern the Property burdened by this easement by providing Grantee a contribution toward its stewardship, enforcement and defense of this Easement. If a fee is attributable to a transfer of property classified as "residential real property," as defined in C.R.S. § 38-35- 127(2)(e), then the Grantee covenants and agrees that the fee shall be used for the purposes specified in C.R.S. § 38-35-127(2)(b)(V)in a manner consistent with the Grantee's mission. 11. Condemnation. Grantor shall notify Grantee and County immediately of any communication or notice received concerning any proposed taking or condemnation affecting the Property, and Grantee and County shall have the right,but not the obligation, to participate in any proceedings. Grantee and County may pursue any remedies in law or in equity, including opposition to the condemnation of the Property. If the Property or any part thereof or interest therein is sold or conveyed to a condemning authority under threat of condemnation or taken through condemnation or other involuntary conversion, Grantee and County shall be entitled to compensation determined as provided in Section 13. 12. Termination or Extinguishment of Easement. Except as provided in Section 11 (Condemnation),this Easement or any part hereof may only be terminated or 20 extinguished by judicial proceedings in a court of competent jurisdiction. The only ground upon which this Easement can be terminated or extinguished is the total loss of all Conservation Values. If termination or extinguishment occurs, Grantee and County shall be entitled to compensation determined as provided in Section 13. 13. Compensation upon Condemnation, Termination, or Extinguishment. a. The Parties acknowledge that an appraisal of the Property has been completed that indicates that the fair market value of the Easement is Twenty-Nine and Six Tenths percent(29.6%) of the full fair market value of the Property unrestricted by this Easement ("Proportionate Value Percentage"),which percentage shall remain constant and shall be applied pursuant to Treas. Reg. § 1.170A- 14(g)(6)(ii). b. If the Property is condemned, in whole or in part, as discussed in Section 11,or if this Easement is terminated or extinguished pursuant to Section 12 (Termination or Extinguishment of Easement), Grantee shall be entitled to a share of the proceeds of such action at least equal to the Proportionate Value Percentage of the full fair market value of the Property unrestricted by this Easement pursuant to Treas. Reg. § 1.170A-14(g)(6)(ii), excluding the value of any improvements ("Grantee's Proceeds"). Upon Grantee's receipt of Grantee's Proceeds,Grantee shall remit to County, an amount equal to SEVENTY percent(70%) of Grantee's Proceeds. Grantor shall not voluntarily accept proceeds equal to less than full fair market value of the affected Property unrestricted by this Easement without the approval of Grantee and County. c. Grantee's use of its share of such proceeds shall comply with Treas. Reg. § 1.170A-14(g)(6). d. Grantee's remedies described in this Section shall be cumulative and shall be in addition to any and all remedies now or hereafter existing at law or in equity, including the right to recover any damages for loss of Conservation Values as described in C.R.S. § 38-30.5-108. 14. Perpetual Duration. This Easement shall be a servitude running with the land in perpetuity. The provisions of this Easement that apply to Grantor or Grantee shall also apply to their respective agents,heirs, executors, administrators, assigns, and all other successors as their interests may appear; provided, however,that each party's rights and obligations under this Easement shall tenninate(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 21 • 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. 15. 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 12. 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 12. 16. Grantor's Notice. Where Grantor's notice is required in this Deed, Grantor shall notify Grantee and County 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. 17. Grantee's Approval. Where Grantee's approval is required in this Deed, Grantee shall grant or withhold its approval in writing within thirty(30) calendar days of receipt of Grantor's written notice thereof. Grantee's decision may be withheld if Grantee is unable to immediately evaluate the proposed action. If Grantee does not respond to Grantor's written request within thirty(30) 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. Any response provided by Grantor in accordance with this Section 17 shall be in writing and shall either approve or deny Grantor's request,including a written explanation of approval or denial. 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). As part of its determination, Grantee shall consider the proposed manner in which the proposed activity will be conducted,whether it complies with the terms of this Easement, and the likely impact on the Conservation Values. Grantee's approval may be withheld if Grantee reasonably determines that there is any risk that the activity as proposed is not consistent with the Purpose. Grantor shall pay any and all costs associated with the evaluation of the proposed use or activity, including,but not limited to, staff time, legal fees, and resource specialist fees. 22 •