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Home My WebLink Aboutbocc.res.057.2012 RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO EXECUTING A CO-HOLDER AGREEMENT FOR JEROME PARK RANCH CONSERVATION EASEMENT RESOLUTION NO. 57 -2012 RECITALS A. North Thompson Four Mile Mineral and Land ("Grantor") conveyed a conservation easement on the Jerome Park Ranch to the Board of County Commissioners of Pitkin County and Colorado Cattlemen's Agricultural Land Trust ("Grantees") recorded on 8/15/2007 in the land records of Pitkin County and on 8/22/2007 in the land records of Garfield County, which encumbered 4,773 acres in Garfield and Pitkin Counties ("Conservation Easement"). B. A Grantee co-holder agreement was never executed between the Grantees to address the obligations of the co-holders regarding the stewardship of the easement including monitoring, enforcement, approvals, legal action, conflict resolution, and public access. C. On 5/3/2012, the Open Space & Trails Board recommended the execution of the co-holder agreement for the Jerome Park Conservation Easement. On 4/4/2012 the Colorado Cattlemen's Agricultural Land Trust Board accepted and signed the co-holder agreement, as co-grantee to the conservation easement. NOW, THEREFORE,BE IT RESOLVED by the Board of County Commissioners of Pitkin County, Colorado execute a co-holder agreement with the Colorado Cattlemen's Agricultural Land Trust regarding the Jerome Park Conservation Easement. INTRODUCED,FIRST READ,AND SET FOR PUBLIC HEARING ON THE.03`" DAY OF r4 2012. NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE RESOLUTION PUBLISHED IN THE ASPEN TIMES WEEKLY ON S- 3 / , 2012. NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE RESOLUTION POSTED ON THE OFFICIAL PITKIN COUNTY WEBSITE (www.aspenpitkin.com ) ON THE /Al DAY OF Mt- 2012. ADOPTED A TER FINAL READING AND PUBLIC HEARING ON THE /$ DAY OFU y�,� 2012. RECEPTION#: 590284, 06/29/2012 at 02:36:27 PM, 1 OF 8, R $0.00 Doc Code RESOLUTION 1 Janice K.Vos Caudill, Pitkin County, CO PUBLISHED BY TITLE AND SHORT SUMMARY,AFTER ADOPTION,IN THE ASPEN TIMES WEEKLY ON THE R i-a' DAY OF dv h.R... 2012. ATTEST: BOARD OF COUNTY COMMISSIONERS i ) By i �l By: U Jeane a Jones ichael M. b wsley, Chairman Depu; County Clerk, W Date: a- 7-,96'6' APPROVED AS TO FORM: MANAGER APPROVAL Ae 1- 1--k(A aoth John El, , -ounty A. •mey Jon Pea•ock, County Manager C 2 JEROME PARK RANCH CO-HOLDER AGREEMENT THIS CO-HOLDER AGREEMENT is made and entered into this f day of d(/if L , 2012 by and between Colorado Cattlemen's Agricultural Land Trust, a Colorado nonprofit corporation("CCALT") and the Board of County Commissioners of Pitkin County, Colorado, a body corporate and politic ("County"). CCALT and the County are sometimes referred to herein collectively as "the parties" or individually as "the party." RECITALS A. CCALT and the County accepted a grant, as co-grantees, of the Deed of Conservation Easement ("Conservation Easement") attached hereto as Exhibit A dated 8/15/2007 and recorded at reception number 541011 in the land records of Pitkin County, Colorado and on 8/22/2007 at reception number 731420 in the land records of Garfield County, Colorado pertaining to 4,773 acres of real property located in Pitkin County and Garfield County; B. An amendment to the Conservation Easement dated 11/2/2011 corrected the legal description of the Conservation Easement is attached hereto as Exhibit B and is recorded at Reception No. 584791 in the land records of Pitkin County, Colorado and at reception number 811516 in the land records of Garfield County, Colorado. C. The Conservation Easement creates certain rights and obligations in CCALT and the County; and D. CCALT and the County desire to set forth herein the procedures the parties will follow in fulfillment of their collective obligations as co-grantees under the Conservation Easement. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises and covenants herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties' execution of this Agreement, the parties agree as follows: 1. MONITORING. Each party is fully responsible for monitoring the Property for compliance with the terms of the Conservation Easement. The parties shall notify each other prior to visiting the Property for monitoring purposes, or any other purpose permitted by the Conservation Easement, so that, to the extent reasonably practicable, the parties may coordinate their visits to the Property. Each party is responsible for paying its monitoring costs. 2. ENFORCEMENT. Each party is fully responsible for enforcing the terms of the Conservation Easement. If one party discovers what it believes is a violation of the Conservation Easement, prior to notifying Grantor, it shall immediately notify the other party of the alleged violation so that the noticed party may elect, in its sole discretion, to either participate in the enforcement action or decline to participate in the enforcement action. The noticed party shall respond to the notice of the alleged violation in accordance with Section 3 (Grantees' Approval) below. Each party has the right to enforce the terms of the Conservation Easement, regardless of whether the other party participates in said enforcement, provided that notice has been given to the non-participating party prior to commencement of the enforcement action in accordance with this section. In the event that only one party undertakes an enforcement action and the other party elects not to participate in the enforcement action, the enforcing party shall bear all of the costs and expenses of the enforcement action and the non-enforcing party shall not participate in any way in the enforcement action. In the event that the parties undertake a joint enforcement action, the costs and expenses of said action shall be split equally between the parties, unless otherwise agreed, and the parties shall consult and cooperate with each other throughout the enforcement action. 3. GRANTEES' APPROVAL. When a provision of the Conservation Easement requires the consent, approval, or other response from Grantees, the parties shall consult with each other within fifteen (15) business days of receiving notice from the Grantor. If the parties agree on a response, the parties shall forward a joint response to Grantor within the time frame provided in paragraph 8 of the Conservation Easement. If the parties disagree regarding a response, they shall jointly notify Grantor that the consent or approval is denied within the time frame provided in paragraph 8 of the Conservation Easement and the parties shall proceed in accordance with Section 5 (Conflict Resolution)below. 4. LEGAL ACTION BY GRANTOR. a. If Grantor commences legal action for withholding an approval requested under the Conservation Easement, then the party that withheld the requested approval shall bear all of the costs and expenses of defending the legal action. If both parties withheld said approval, then the costs and expenses of defending the legal action shall be split equally between the parties, unless otherwise agreed, and the parties shall consult and cooperate with each other throughout the legal action. b. If Grantor commences legal action for any reason other than withholding an approval requested under the Conservation Easement, then the costs and expenses of defending said action shall be split equally between the parties, unless otherwise agreed, and the parties shall consult and cooperate with each other throughout the legal action; provided, however, that if Grantor commences legal action based on the acts or omissions of one party, the party whose actions or omissions are at issue shall bear all of the costs and expenses of the enforcement action, regardless of whether Grantor brings said action against one or both parties. 5. CONFLICT RESOLUTION. In the event of any disagreement, conflict or other dispute between CCALT and the County regarding monitoring, enforcement, Grantee approval or any other Grantee responsibility set forth in the Conservation Easement, CCALT and the County shall immediately identify a third party, acceptable to both CCALT and the County, who shall attempt to mediate the differences between the parties by recommending a decision based upon such third party's experience in such matters. Any third party chosen by the County and CCALT shall be qualified to render a decision regarding the disputed matter; for instance, if the difference of opinion between the County and CCALT is whether a new use proposed by the underlying fee owner of the Property is compatible with the wildlife habitat protected by the Conservation Easement, the third party must have qualifications sufficient to analyze the impacts of the proposed use on the habitat(such as a wildlife biologist or naturalist). In the event that the third party is unable to mediate the differences between CCALT and the County, each party may independently pursue its own litigation, denial of a request, or other course of action at its sole cost and expense. 6. PUBLIC ACCESS. Unless caused by the negligent act of CCALT, any and all liability related to public access shall be the responsibility of the County as described in paragraph 12 of the Conservation Easement. 7. NOTICE. All notices required or permitted hereunder will be deemed to have been delivered upon the sending of such notice and shall be given by hand delivery, or sent by telecopy, Federal Express, or other carrier that offers overnight delivery, by electronic mail, or by overnight mail, addressed to the addresses set forth below or such other addresses as may be delivered in the same manner as any other notice herein: To CCALT: Colorado Cattlemen's Agricultural Land Trust 8833 Ralston Road Arvada, Colorado 80002 E-mail: cwest @ccalt.org To the County: Pitkin County 530 East Main Street, Suite 300 Aspen, Colorado 81611 E-mail: Dale.Will @co.pitkin.co.us 8. GENERAL PROVISIONS a. This Agreement shall not be transferred or assigned without the written acceptance of the terms of this Agreement by the transferee or assignee. b. Each party shall have the right to commence any legal action against the other to enforce the terms of this Agreement. In such event, the successful or prevailing party, whether by final judgment or out of court settlement, shall be entitled to recover from the non- prevailing party all costs and expenses incurred therein, including reasonable attorney's fees and expenses and court costs. c. This Agreement shall be interpreted in accordance with the laws of the State of Colorado. d. In the event any clause, sentence or any portion of the terms, conditions, covenants and provisions of this Agreement are deemed illegal, null or void for any reason, or are held by any court of competent jurisdiction to be so, the remaining portions of this Agreement shall remain in full force and effect. e. This Agreement may only be amended by written instrument executed by CCALT and the County. f. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. Facsimile and electronically scanned signatures on this Agreement shall constitute original signatures of the parties. g. This Agreement shall not be recorded by either party without the written consent of the other party. [Signature Page Follows] SIGNATURE PAGE TO CO-HOLDER AGREEMENT CCALT COLORADO CATTLEMEN'S AGRICULTURAL LAND TRUST, a Colorado nonprofit corporation By c - ® - --- Name: 1-1• J ;�' )� � Title: Scc re 4-rrr� COUNTY BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO �fit LAM) BY: I \ILL /i • Jenette Jones Michael M. Owsley, C :it Dputy Clerk and Recorder DATE: �� - 2 7- !Jr 2 APPROVED AS TO FORM: MANAGER APPROVAL: a Liam , John Jon Pe coc 'ou orney CotintY Manager ' COI E 1/• ' 'PROVAL: I Dale Will, Director Pitkin County Open Space and Trails JEROME PARK RANCH CO-HOLDER AGREEMENT Referenced Exhibit A and Exhibit B EXHIBIT A Deed of Conservation Easement (Jerome Park Ranch) Pitkin County Reception #: 541011, 08/15/2007 EXHIBIT B Amendment to Deed of Conservation Easement for Jerome Park Ranch Pitkin County Reception #: 584791, 12/02/2011 Garfield County Reception # 811516, 12/02/2011