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HomeMy WebLinkAboutbocc.ord.036.2015 `s�' 3, / �/ ( D 5 RECEPTION#: 628068, 03/25/2016 at CONTRACT#�_ 01:57:04 PM, a ) , o/6 1 OF 29, R $0.00 Doc Code ORDINANCE L /� 6- Janice K. Vos Caudill, Pitkin County, CO AN ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO AUTHORIZING THE CHAIR TO EXECUTE AN AMENDED AND RESTATED AGREEMENT FOR GRANT AND ACCEPTANCE OF A TRAIL EASEMENT FROM AVR All,LLC Ordinance No.t) , -2015 Recitals 1. AVR AH, LLC ("AVR") is the owner in fee simple of certain real property specifically described in Exhibit A attached hereto ("Aspen Valley Ranch Property"). AVR is the successor in interest to Aspen Valley Ranch, LLC. 2. Aspen Valley Ranch, LLC and the BOCC entered into a certain Settlement Agreement dated February 9,2011 (Reception No. 583884)to resolve disputes and differences between the parties concerning public access across the Aspen Valley Ranch Property. 3. Pursuant to the terms of the Settlement Agreement, Aspen Valley Ranch, LLC agreed to dedicate, grant and convey unto the BOCC certain non-exclusive easements for the benefit of the public, and the BOCC agreed to accept such dedication, grant and conveyance. The agreement was memorialized in the Agreement for Grant and Acceptance of Trail Easement dated February 9,2011 (Reception No. 583885) (the"2011 Trail Easement"). 4. By Resolution No. 69-2014,the BOCC granted Aspen Valley Ranch, LLC's application to amend prior approvals including an amendment to the 2011 Trail Easement. 5. The Amended and Restated Agreement for Grant and Acceptance of Trail Easement("Agreement") is proosed to amend,replace and restate the 2011 Trail Easement. © 6. The approvals granted by Resolution No. 69-2014 are conditioned upon L) the recording of this Agreement and completion of the construction of the trail to the satisfaction of Pitkin County Open and Space and Trails (Requirement#6, Resolution 69- 2014). A Trail Management Plan has been reviewed and approved by the Open Space and Trails Board. 7. Upon the execution and recording of this Agreement, the 2011 Grant and Acceptance of Trail Easement shall automatically terminate. Furthermore, this Agreement replaces the previous Trail Easement between SGS-Ranch, LLC and the BOCC dated October 12, 2005 recorded in the real property records of Pitkin County at Reception No. 516271. 8. The terms of this Agreement are set forth, and the Chair(or Chair's designee)shall be authorized to execute an Amended and Restated Agreement for Grant RECEPTION#: 628169, 03/29/2016 at 11:41:29 AM, 1 OF 25, R $0.00 Doc Code ORDINANCE Janice K. Vos Caudill, Pitkin County, CO Ordinance Noi%-2015 Page 2 and Acceptance of Trail Easement, in a form similar to that attached hereto as Exhibit B approved by the County Attorney. 9. The Board finds that adoption of this ordinance is necessary for the immediate preservation of the public health, safety and welfare of the citizens of Pitkin County and therefore declares this ordinance to be effective immediately upon adoption. NOW THEREFORE,BE IT ORDAINED,that the Board of County Commissioners of Pitkin County, Colorado authorizes the Chair(or Chair's designee)to execute an Amended and Restated Agreement for Grant and Acceptance of Trail Easement in a form similar to that attached hereto as Exhibit B approved by the County Attorney. INTRODUCED AND FIRST READ ON OCTOBER 14, 2015 AND SET FOR SECOND READING AND PUBLIC HEARING ON OCTOBER 28, 2015. SECOND READING AND PUBLIC HEARING CONTINUED TO NOVEMBER 18, 2015. SECOND READING AND PUBLIC HEARING CONTINUED TO DECEMBER 2, 2015. SECOND READING AND PUBLIC HEARING CONTINUED TO DECEMBER 16, 2015. NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE ORD NCE PUBLISHED IN THE ASPEN TIMES WEEKLY ON O Ohttr /5' ,2015. NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE ORDINANCE POST DON THE OFFICIAL PITKIN COUNTY WEBSITE (www.aspenpitkin.com ) ON aJo ''.cr /6 2015. ADOPTED AFTER FINAL READING AND PUBLIC HEARING ON DECEMBER 16, 2015. PUBLISHED BY TITLE AND SHORT SUMMARY, AFTER ADOPTION, IN THE ASPEN TIMES WEEKLY ON %§- 7-9 2015. POSTED ON T OFFICI¢[ PITKIN COUNTY WEBSITE (www.aspenpitkin.com) ON THE jezrPik el, 4 )fu, x , 2015. THIS ORDINANCE IS EFFECTIVE ON DECEMBER 16, 2015. Ordinance No.6567-2015 Page 3 ATTEST: BOARD OF COUNTY COMMISSIONERS +rP I /, BY kLiu. i t , vl f By: cC - - t� Jeane Jones / Steven F. Child, Chair Depu County Clerk Date: 3i(E t t ! 6 APPROVED AS TO FORM: MANAGER APPROVAL John El . un. • . ey Jon Pe ock, County Manager EXHIBIT A (Legal description of AVR Property) PARCEL A: HOMESTEADS 1 THRU 9, AH, AGRICULTURAL FACILITIES PARCEL AND PARCELS I THRU VII, RURAL AND REMOTE PARCELS, according to the Subdivision Exemption Plat ASPEN VALLEY RANCH, recorded October 14, 2005 in Plat Book 76 at Pages 1 thru 18, inclusive, as Reception No. 516274 and Corrected Sheet 1, recorded May 4, 2006 in Plat Book 79 at Page 31 as Reception No, 523731. PARCEL B: A tract of land situated in Lot 1, Section 4, and Lot 1, Section 5, Township 9 South, Range 85 West of the 6th P.M.,more fhlly described as follows: Beginning at a point on the West line of Said Lot 1, Section 5 whence the Northwest corner of said Lot 1,Section 5 bears N 00°06'08"W 628.22 feet; thence N 00°06'08"W 628.22 feet to the Northwest corner of said Lot 1, Section 5; thence N 89°59'59"E 992.08 feet along the North line of said Lot 1, Section 5 and Lot 1, Section 4; thence S 00°00'00"W 823.12 feet to the center of Dry Woody Creek; thence S 45°11'00"W 23.22 feet along the center of Dry Woody Creek; thence S 52°12'00"W 195.35 feet along the center of Dry Woody Creek; thence S 79°41'00"W 263,65 feet along the center of Dry Woody Creek; thence N 56°00'00"W 676.38 feet to the point of beginning. BEING HISTORICALLY DESCRIBED AS FOLLOWS: A tract of land situated in Lot 1, Section 4, and Lot 1, Section 5, Township 9 South, Range 85 West of the 6th P.M.,more filly described as follows: Beginning at a point on the West line of Said Lot 1, Section 5 whence the witness corner to the Southeast corner of said Section 5 bears S 04°33' E 2572.12 feet; thence N 626.37 feet,to the Northwest corner of said Lot 1; , thence East 989.82 feet along the North line of said Lot 1, Section 5 and Lot 1,Section 4; thence South 823.52 feet to the center of Dry Woody Creek; thence S 45°11' W 2122 feet along the center of Dry Woody Creek; thence 79°41' W 263.65 feet along the center of Dry Woody Creek'; thence N. 56°W 674.97 feet to the West line of said Lot 1, Section 5,the point of beginning. 1911011 1 MAACD ovsaio a 34 AM A.1 Ckti2/ AMENDED AND RESTATED AGREEMENT FOR GRANT AND ACCEPTANCE OF TRAIL EASEMENT THIS AMENDED AND RESTATED AGREEMENT FOR GRANT AND A PTANCE OF TRAIL EASEMENT (this "Agreement") is dated as of the 'day of Y , 2016, by and between AVR AH, LLC, a Colorado limited liability company ("AVR") d the BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, a political subdivision of the State of Colorado (the`BOCC"). Recitals A. AVR is the owner in fee simple of that certain real property which is legally described in Exhibit A attached hereto (the"AVR Property"). B. The BOCC is the governing body of Pitkin County, Colorado, a political subdivision of the State of Colorado (the "County"), and has certain authority both with respect to land use within the County and with respect to public rights-of-way. C. AVR' predecessor in interest and the BOCC have agreed in that certain Settlement Agreement dated February 9, 2011 that AVR's predecessor in interest was to dedicate, grant and convey unto the BOCC certain non-exclusive easements for the benefit of the public, and the BOCC shall accept such dedication, grant and conveyance. That Agreement was memorialized in the Agreement for Grant and Acceptance of Trail Easement dated February 9, 2011 (Reception 583885) which is referred to herein as the"2011 Trail Easement." D. The parties desire to amend and restate the terms and conditions of the 2011 Trail Easement as set forth herein, and to repeal and replace the 2011 Trail Easement with this document. Agreement NOW THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the BOCC and AVR hereby agree as follows: 1. Recitals. The Recitals set forth above are incorporated into and made a part of this Agreement. 2. 2011 Trail Easement Terminated. The 2011 Trail Easement shall automatically terminate upon the execution and recording of this Agreement and shall thereafter be of no further force or effect. 3. Definitions. In this Agreement, the following terms have the meanings set forth below: (a) "AVR Permittees" means AVR and any current or future owner of any portion of the AVR Property, and their respective successors, assigns, grantees and mortgagees, together with such parties' respective agents, guests, employees, licensees, invitees, contractors, tenants and subtenants, and all persons who now or hereafter own or hold any possessory interest in any portion of the AVR Property, and together with the respective agents, guests, employees, licensees, invitees and contractors of any of the foregoing. (b) "BLM Property" means the property owned by the Bureau of Land Management adjacent to the AVR Property on the north. (c) `BOCC Permittees" means the BOCC, together with its respective agents, employees, licensees, and contractors, and together with the respective agents, employees, licensees, invitees and contractors of any of the foregoing. (d) "Emergency" means an event posing a bona-fide threat to life, health or safety. (e) "Maintenance Easement" has the meaning set forth in Paragraph 6 of this Agreement. (f) "Parking Easement" has the meaning set forth in Paragraph 5 of this Agreement. (g) "Parking Lots" means the parking lots to be constructed and dedicated pursuant to the Parking Easement, the locations of which are depicted upon Exhibit B attached hereto and incorporated herein. (h) "Party" means AVR and the BOCC, and their respective successors and assigns. (i) "Records" means the records of the Clerk and Recorder of Pitkin County, Colorado. (j) "Responsible Party" means the party responsible for the payment or performance of any obligations hereunder, as indicated by the context in which such term is used. (k) "Trail Easement" has the meaning set forth in Paragraph 4 of this Agreement and includes the Trail Segments. (1) "Trail Management Plan" means the supplemental plan for operation and management of the Trail Easement as set forth in Exhibit C. (m) "Trail Segment" or "Trail Segments" mean those segments of the Trail Easement as described in Paragraph 4 of this Agreement and on Exhibit B. 4. Grant of Trail Easement. (a) AVR hereby grants and conveys to the BOCC, for the exclusive use and benefit of the public (which shall include AVR Permittees), an irrevocable and perpetual trail easement over that portion of the AVR Property depicted on Exhibit B. Trail Segment A shall, among other things, provide access to public lands located in Red Canyon and, in the case of the Trail Segment C, Triangle Peak. The Trail Easement shall be an easement appurtenant to and burdening the ownership of the AVR Property. The Trail Easement includes the following Trail Segments: -2- (i) Segment A—Parking Lot to connection with Red Canyon Trail. (Multiple Use). (ii) Segment B—Segment A to Aspen Valley Ranch Road. (Future possible relocation of a portion of the physically challenged trail easement as described in Paragraph 19). (iii) Segment C -Parking Lot to Triangle Peak Road. (iv) Physically Challenged Trail Easement—Aspen Valley Ranch entrance gate to Red Canyon Trail. (b) All Trail Segments shall be constructed in accordance with the specifications set forth in the Trail Management Plan (Exhibit C). Trail Segments A and C may be used and enjoyed by all members of the public for hiking, biking and horseback riding, subject to the Trail Management Plan. The Physically Challenged Trail Easement will be restricted to use only by Physically Challenged individuals as defined in Paragraph 19 below. 5. Grant of Parking Easement. AVR hereby grants and conveys to the BOCC, for the exclusive use and benefit of the public (which shall include AVR Permittees), an irrevocable and perpetual parking easement (the "Parking Easement") over the Parking Lots for the purpose of providing parking to members of the public. The Parking Easement shall be an easement appurtenant to and burdening the ownership of the AVR Property. The Parking Easement may be used and enjoyed by members of the public, subject to such reasonable regulations as the BOCC may enact. Use of the Parking Lots shall be limited to recreationalists and BOCC Permittees engaged in maintenance of the Parking Lots or trails. Overnight parking may be allowed at the discretion of the BOCC, but camping in the Parking Lots shall be prohibited. The BOCC shall have the obligation to erect within the Parking Easement signage concerning usage of the Parking Lots, Trail Easements and surrounding areas. 6. Grant of Maintenance Easement. AVR hereby grants and conveys to the BOCC, for the use and benefit of the BOCC Permittees, an irrevocable and perpetual maintenance easement (the "Maintenance Easement") over the Parking Lots, Trail Easement and such portions of the AVR Property adjoining the Parking Lots or Trail Easement as may be reasonably necessary after the trails are constructed in order to facilitate the BOCC Permittees' obligations pursuant to the Trail Management Plan and to allow BOCC Permittees to perform trail maintenance if AVR does not, as provided in the Trail Management Plan (Exhibit C). The Maintenance Easement shall be non-exclusive in all respects, and AVR reserves all rights to use and enjoy the Maintenance Easement for any purposes which do not materially and unreasonably interfere with the BOCC's rights as set forth in the Trail Management Plan to perform maintenance upon the trails subject to the Trail Easement or the Parking Lots. 7. AVR Construction Obligations. AVR agrees to construct, at its sole cost, The Parking Lots and Trail Segments subject to the Trail Easement in accordance with the Trail Management Plan(Exhibit C). Following completion of Trail Segment A, AVR shall obtain, at its expense,an as built survey of the centerline of the Trail. The Parties shall then execute and record a supplement to this Easement which provides that the surveyed description of Trail Segment A shall replace the general description contained on Exhibit B. 8. Default. If a Responsible Party fails to discharge its obligations hereunder, the other Party may give written notice thereof to the Responsible Party. If the Responsible Party does not cure such failure within sixty (60) days after its receipt of such notice, then the non-defaulting Party shall have the right, but not the obligation, to cure such failure. If a Party elects to cure the other Party's failure under this paragraph, then the defaulting Party shall, within ten (10) days after written demand by the other Party (accompanied by invoices setting forth in reasonable detail the costs incurred by such Party), reimburse it for the reasonable costs and expenses incurred in connection therewith, together with interest thereon from the date of such demand until paid at the rate of 8% per annum. Nothing herein shall be construed to grant AVR the power to enforce the Pitkin County Code. 9. Mechanics' Liens. If, by virtue of any work undertaken by, through or under a Party pursuant to this Agreement, any mechanics' lien claim is recorded in the Records against any real property interest of the other Party (the "Liened Party"), then the Party responsible for the payment of the work giving rise to such lien claim shall cause such lien claim to be released and discharged of Record (by payment, bonding or other available process) within sixty (60) days after recordation of the claim, provided that in any case such release and discharge must be secured prior to any foreclosure of such lien or any conveyance or disposition of the encumbered property interest pursuant to such lien. If such release and discharge is not timely secured, then the Liened Party, at its election and without obligation to do so, may secure the release and discharge of the lien claim through its own efforts, whether by payment, bonding or otherwise, and the Liened Party shall be entitled to recover from the Responsible Party all costs and expenses, including reasonable attorneys' fees, that the Liened Party may incur in connection therewith within thirty (30) days after written demand therefor (accompanied by invoices setting forth in reasonable detail the costs incurred by such Party), together with interest thereon from the date of such demand until paid at the rate of 8%per annum. 10. Insurance. The Parties acknowledge and agree that this Agreement creates an easement for Recreational Purposes as defined in C.R.S. Section 33-41-101, et seq., and the easements created herein are subject to the limitations of liability set forth therein. 11. Rio Grande Trail Easement. AVR hereby agrees to grant an easement, in an alignment to be determined by the County within the portion of the AVR Property no more than twelve (12) feet in width as shown on Exhibit B that will allow non-motorized access to the Rio Grande Trail by hikers, bikers and horseback riders. The County will be responsible for the preparation of such documents and legal descriptions as may reasonably be required to establish and describe the easement and shall be responsible for the construction, maintenance and repair of a trail to be located within the easement. 12. Remedies Cumulative. The Parties' rights hereunder shall be cumulative with and in addition to, and not exclusive of, any other remedies available to the parties at law or equity for any breach or default of their respective obligations hereunder. Notwithstanding the foregoing, no breach of this Agreement shall entitle either Party to cancel, rescind or otherwise terminate this Agreement. 13. Covenants Running With the Land. The BOCC and AVR hereby agree that the covenants and agreements set forth herein shall be binding upon and inure to the benefit of their respective successors and assigns, and shall run with the land. This Agreement shall be recorded in the Records, and shall serve as notice to and shall be binding upon and inure to the benefit of the Parties and upon the successive owners of the AVR Property. -4- 14. Subordination. It is AVR's intent that all deeds of trust, mortgages and other financing instruments encumbering the AVR Property (collectively, "Mortgages") shall be junior and subordinate to the Easements and other rights created by this Agreement. In furtherance of such intent, AVR shall cause the holders of any and all Mortgages encumbering the AVR Property to consent to this Agreement and to acknowledge that its Mortgage is subordinate to this Agreement. 15. Estoppel. Each Party, upon the request of the other Party, will certify to any person or entity designated by the requesting Party as to the existence or absence of any breaches of this Agreement. 16. Notices. Any notice or demand under this Agreement shall be in writing and shall be deemed given, received and served (a) upon personal delivery or upon verified transmission by telecopier or similar facsimile transmission device, (b) on the third business day after mailing, postage prepaid, by registered or certified mail, return receipt requested, or (c) on the first business day after receipted delivery to a nationally recognized courier service which guarantees next-business-day delivery, delivery charges prepaid, in each case addressed as follows: If to the BOCC: Pitkin County Attorney's Office 530 E. Main St., Suite 302 Aspen, CO 81611 Attn: Facsimile: (970) 920-5198 If to AVR: AVR AH, LLC Attention: Brooke A. Peterson 514 East Hyman Avenue Aspen Colorado 81611 With a copy to: David J. Myler The Myler Law Firm, P.C. 211 Midland Avenue, Suite 201 Basalt, CO 81621 17. Aspen Valley Downs Homeowners' Association. The parties acknowledge and agree that the provisions of the Trail Management Plan (Exhibit C) entitled "Trail Management Practices" benefit and shall be enforceable by the Aspen Valley Homeowners Association, Inc. The Association shall have no right to enforce any other provisions of this Agreement. 18. Replacement of 2005 Trail Easement. In addition to amending and restating the terms and conditions• of the 2011 Trail Easement, this easement replaces the previous Trail Easement by and between SGS-Ranch, LLC and the BOCC dated October 12, 2005 (Reception No. 516271). -5- 19. Physically Challenged Trail. The intent of the Physically Challenged Trail is to provide safe, easy access for physically challenge individuals and their companions. As required under the Pitkin County Board of Commissioners Resolution #069- 2014, a public trail easement restricted to use by individuals who are physically challenged is provided under this easement and shown on Exhibit B. For the purpose of this restriction, an individual will be considered physically challenged if he or she is unable to utilize Trail Segment A, as constructed, due to a disability that is physical, cognitive, sensory, emotional, developmental, or some combination thereof Such disability may be present from birth or occurring during a person's lifetime. For the purpose of this definition, a disability includes impairment and activity limitations. An"impairment"is a problem in body function or structure, and an "activity limitation" is a difficulty encountered by an individual in the execution of a task or action. Physically challenged individuals may be accompanied in the use of the Physically Challenged Trail by a reasonable number of friends, family members and/or health providers. Use of this Easement for access by physically challenged individuals will be managed by the Pitkin County Open Space and Trails Board ("OSTB"). AVR will not obstruct or otherwise close access to the physically challenged trail with any man-made impediment or device outside of the closure periods described in the Trail Management Plan(Exhibit C). AVR acknowledges that OSTB has sole enforcement authority regarding use of the Easement. The "Physically Challenged Trail Segment" begins at the ranch entrance gate and ends at the north property boundary at the Red Canyon Trail as per Pitkin County Board of Commissioners Resolution#069-2104. AVR is allowed to construct a separate trail adjacent to the roadways that the easement follows. In addition, AVR may relocate a section of the Physically Challenged Trail along Segment B (see Exhibit B) from Segment A to Aspen Valley Ranch Road upon acceptance of this route by the County. Segment B, if accepted, will replace that portion of the Physically Challenged Trail Easement between the entry gate to Aspen Valley Ranch and a point east of the property line between Homestead 1 and Homestead 2 of Aspen Valley Ranch along Aspen Valley Ranch Road. (See Exhibit B). Upon the acceptance of Segment B, the parties shall execute an amendment to this Agreement terminating the easement upon that portion of the Physically Challenged Trail Easement between the entry gate to Aspen Valley Ranch and a point east of the property line between Homestead 1 and Homestead 2 of Aspen Valley Ranch along Aspen Valley Ranch Road. AVR shall be entitled, at its election, to install a telephone at the entrance to the Physically Challenged Trail Segment together with signage requesting that trail users, on a voluntary basis, call AVR personnel to alert them that such users will be on the trail. In addition, AVR shall be entitled, at its election, to place a log book at the entrance to the Physically Challenged Trail Segment together with signage requesting that users of that Trail Segment,on a voluntary basis, sign in before using the Trail Segment by providing their name and the date and time of Trail Segment use. Wording on the signage at the log and phone location shall be agreed to by both parties. 20. Entire Agreement. Each Party acknowledges that this Agreement sets forth the entire agreement and understanding of the Parties with respect to this Agreement and that no oral or other agreements, understandings, representations, or warranties, other than those set forth in this Agreement, exist with respect to the subject matter hereof. -6- 21. No Waiver. In no event shall any failure by either Party to enforce any covenant or restriction contained in this Agreement be deemed a waiver of the right to enforce such covenant or restriction thereafter. 22. Governing Law. The terms and provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of Colorado. Venue for any and all disputes shall be in Pitkin County District Court. 23. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed a duplicate original. [This Space Intentionally Left Blank. Signatures and Notaries on the Following Pages.] -7- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. THE BOCC: THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, a political subdivision of the State .f erado By: / (Mk 42 2<at4,,e5 / '`►S �-� R - e'Ve 5140,;),(fe, STATE OFethfr Ij ) ) ss. COUNTY OF 4/t((/4( ) The foregoing instrume }y'g�as ack�owledged before me this qllR day of Cc rtiorua.k. , 2016, by tk�� 11"5 titLrce , as Chair of the Board of County Commissioned of Pitkin County, Colorado, a political subdivision of the State of Colorado. 4 iXsaaef 111- �/ r�el Ere %&,v Witness my hand and official seal. My commission expires: 7-/5 as/-, . UNDD�AC' STAFSON Mary Public NOTARY ID COLORADO MY COMMONER RN 00 6,2018 -8- AVR: AVR A- 1 , : Color..o limited liability come. dk \ nn,^, Briok. A. Pe erson, is 'anager W STATE OF () 93 ) ) ss. COUNTY OF pole,'„) ) The foregoing instrument was acknowledged before me this 9 day of 'RbryA-(2 , 2016,by Brooke A. Peterson, as Manager of AVR AH, LLC. Witness my hand and official seal. My commission expires: (p -C- ZQ 1 kV I . Aktti-\, JOANN LEDINGHAM �•tary Public NOTARY PUBLIC STATE OF COLORADO NOTARY IO A 20064022471 MY COMMISSION EXPIRES JUNE 09,201e I -9- EXHIBIT A to EASEMENT AGREEMENT (Legal description of AVR Property) PARCEL A: HOMESTEADS 1 THRU 9, AH, AGRICULTURAL FACILITIES PARCEL AND PARCELS I THRU VII, RURAL AND REMOTE PARCELS, according to the Subdivision Exemption Plat ASPEN VALLEY RANCH, recorded October 14, 2005 in Plat Book 76 at Pages 1 thru 18, inclusive, as Reception No. 516274, Corrected Sheet 1, recorded May 4, 2006 in Plat Book 79 at Page 31 as Reception No. 523731, the Second Amended Subdivision Exemption Plat recorded October 28, 2011 in Plat Book 78 at Page 49 as Reception No. 853892 and the Third Amendment to the Subdivision Exemption Plat regarding Homestead 8 and the Agricultural Facilities Parcel recorded August 22, 2014 in Plat Book 107 at Page 83,Reception No. 612808. PARCEL B: A tract of land situated in Lot 1, Section 4, and Lot 1, Section 5, Township 9 South, Range 85 West of the 6th P.M., more fully described as follows: Beginning at a point on the West line of Said Lot 1, Section 5 whence the Northwest corner of said Lot 1, Section 5 bears N 00°06'08" W 628.22 feet; thence N 00°06'08" W 628.22 feet to the Northwest corner of said Lot 1, Section 5; thence N 89°59'59"E 992.08 feet along the North line of said Lot 1, Section 5 and Lot 1, Section 4; thence S 00°00'00" W 823.12 feet to the center of Dry Woody Creek; thence S 45°11'00" W 23.22 feet along the center of Dry Woody Creek; thence S 52°12'00" W 195.35 feet along the center of Dry Woody Creek; thence S 79°41'00" W 263.65 feet along the center of Dry Woody Creek; thence N 56°00'00" W 676.38 feet to the point of beginning. BEING HISTORICALLY DESCRIBED AS FOLLOWS: A tract of land situated in Lot 1, Section 4, and Lot 1, Section 5, Township 9 South, Range 85 West of the 6th P.M., more fully described as follows: Beginning at a point on the West line of Said Lot 1, Section 5 whence the witness corner to the Southeast corner of said Section 5 bears S 04°33' E 2572.12 feet; thence N 626.37 feet to the Northwest corner of said Lot 1; thence East 989.82 feet along the North line of said Lot 1, Section 5 and Lot 1, Section 4; thence South 823.52 feet to the center of Dry Woody Creek; thence S 45°11' W 23.22 feet along the center of Dry Woody Creek; thence 79°41' W 263.65 feet along the center of Dry Woody Creek'; thence N. 56°W 674.97 feet to the West line of said Lot 1, Section 5,the point of beginning. 02/9/16 1 19 PM r -.32P").. r ' ►_ �.o fi 1_ i EXHIBIT B �_; ° . -71/TA.,ii� ,,,r v' ASPEN VALLEY RANCH ir • f ;•. . c Trail Easements, Trail Segments, F:s'' „' ( 1431-11- ...,'-51,4...1,-led ,1'• w Parking Lots and Parkin Easements ' s ' `, ' i, ' '� ' � 1.0. i ''3jjc j 4• 1011.• .., .r�r L .t,!rt. te• • y� yT' �° • „.4 '+' x 5 * `; to$ • : d . ,[4s 1 • f% e, �'' . ,r73...i . 1-,,°� • (! � ,.... trail Segment A '• ,", ... . 'q a» ' , , ,ri4»r?+A l '.th y wj E: • ` t, r•",! r. ,! r.,.a.<`'• 3. ,�"•.. r.„ ��[[ r 4 '' .`° S., j .44,1 •` q t r 0•� �f r• . .p•om Yr � � y� t ° •� r ~' �I ',-,4) r : • se 0 . :Y ,.....:4, d . 1 i• Ai ..:‘,11.. .' a;'` .•;47.4 1'.►Y • 4r ,t , £.] �� ,,,�..�4.:2'Vst 6A »i T fA•Y/ • '...4„,%•?'' if i^ .."" mac 4• r .'.• "tt 44,.....• V 64 I'1>- 4 is '"°..,40.;.., 4.; ,„*,,, ,..7.1; ir . "..Atf* "",. 1 Trail Segment C ' ,'+ --.14 9 '7-r,` x:T• " 411 I + ` .., $�° X 1 .1 s to Parkins Lots �`�' ° qa '" ';' '"; • 1; �.-3 i s. Y,. t ;. <, . b7 A-\ �; s i ik, Q 441-**1 ...---‘,. \ } C• +?.f9-911"1. .• - _, �+ ''''tJ1 OW af MKS ACI NW 41, 1 ••s. `\N.\,, Trail Segment B It i t `� e• " `• 0. I Physically :h_____ `-Challenged "'` •••• I Trail • _J Kt•., N..,.,, 0.. � /Mira Ive- �,. ss.`t*41 1116/ tr, ',N \�\ air cN. 1 ~ ` ' "'k `fit- FF \1\\\ - 1 EXHIBIT C ASPEN VALLEY RANCH TRAIL MANAGEMENT PLAN PURPOSE/OBJECTIVES The purpose of this Trail Management Plan (the"Plan") is to guide the parties in the implementation and administration of the terms and conditions of the Trail Easement and the trailhead parking for a trail generally known as the Red Canyon Trail, having been established within Aspen Valley Ranch pursuant to the Amended and Restated Agreement for Grant and Acceptance of Trail Easement. More specifically, the objectives of the Plan are as follows: 1. To make sure that Trail Segment A is constructed as described in the Trail Easement in compliance with the specifications attached as Exhibit 1; 2. To provide for winter closure of the Trail Segments (with the exception of Trail Segment C); 3. To provide access for physically challenged individuals through AVR on the Physically Challenged Trail as described in the Trail Easement; 4. If approved by the County, to allow for the construction of a replacement route for the Physically Challenged Trail along Segment B and the portion of Trail Segment A between Segment B and the Parking Lot. This trail, if constructed, will conform to the standards as described in Exhibit 1; After acceptance, this trail segment will replace the Physically Challenged Trail between the AVR entrance gate and the property line between Homesteads 1 and 2 of AVR (see Exhibit B of trail easement). TRAIL ALIGNMENT AND CONSTRUCTION AVR and Pitkin County, through its Open Space and Trails Board ("OSTB"), have mutually determined the alignment of the Trail Segments. AVR will then construct the Trail Segments to the specifications included within Exhibit 1. at its own cost using a trail contractor suitable to the County. Additional components of the trail construction and operation include the following: 1. An interpretive sign or plaque will be placed by AVR on the Main Trail above the Bourg Homestead and Barn to inform trail users about the history of the property and the buildings. AVR will coordinate with OSTB regarding the location and design of the sign or plaque prior to installation. 2. OSTB shall erect signage concerning usage of the Parking Lots, Trail Segments and surrounding areas. 3. AVR will improve wildlife habitat as recommended by the Colorado Department of Parks and Wildlife (CDPW) Upon completion of a Trail Segment(A or B), as described in the Trail Easement, AVR shall notify OSTB that the Trail Segment is ready for acceptance and that the Trail Segment has been constructed and completed in accordance with Exhibit 1. Upon satisfaction of this requirement, the OSTB or designated consultants shall promptly inspect the Trail Segment and shall, within five (5)days following the inspection, notify AVR in writing of non-acceptance or acceptance of the Trail Segments. If the Trail Segment is not accepted, the reasons for non-acceptance shall be stated and reasonable corrective measures shall be outlined. If the OSTB fails to provide any notice of non-acceptance within the five(5) day period, the Trail Segment shall be deemed to be accepted as complete. If any corrective measures are required, AVR shall notify OSTB upon completion of such corrective measures, and the same procedures shall apply to the OSTB's review and inspection of the corrective measures until such time as the Trail Segment are ready for final acceptance. Within a reasonable time after acceptance of the Trail Segment, AVR shall retain a surveyor to prepare a center line description of each Trail Segment as built. The parties shall execute and record an amendment to the Trail Agreement which replaces or supplements Exhibit B with a new map which includes the surveyed center line descriptions. 898015 1 JTMACD 02/9/16 1 19 PM Following final acceptance of the Trail Segment by the BOCC, AVR and its successors in interest shall have a continuing obligation to maintain all Trail Segments to the standards set forth in Exhibit 1. Should AVR fail in its obligation to maintain a Trail Segment, the BOCC shall have the right, but not the obligation, to do so on AVR's behalf ten (10) calendar days after the provision of notice to AVR. Should the BOCC elect to maintain the Trail Segments on AVR's behalf as provided in this subparagraph, it shall provide AVR with a bill for maintenance expenses within thirty (30) days following the completion of the maintenance activities for which the BOCC seeks reimbursement. Should AVR fail to remit payment to the BOCC within thirty (30) days of the date of the bill for maintenance expenses, the BOCC shall be authorized to assess the unpaid amount against the AVR property. The amount so assessed shall be a lien against the AVR property until paid and shall have priority over all other liens except general taxes and prior special assessments. The assessment may be certified to the Pitkin County Treasurer and collected and paid over in the same manner as provided for the collection of taxes. The BOCC shall maintain the Parking Lots. TRAIL MANAGEMENT PRACTICES It is recognized that the day-to-day operations of the completed Trail Segments A and C will be the responsibility of OSTB. OSTB will also provide the following additional Trail Management Practices: Winter Closure. A winter closure of Trail Segment A and the Physically Challenged Trail will be in place from December 1st through April 30th of each winter season. The affected Trail Segments will be closed to all users, including the public, property owners within the Aspen Valley Ranch, their employees and guests except that property owners within Aspen Valley Ranch, their invitees and ranch employees may utilize AVR Lane (defined below) without restriction. Gates and signage will be placed at the parking area trailhead, at the entrance to the Physically Challenged Trail, and at the boundary with federal lands. These gates will be locked during the winter closure period. Appropriate signage will explain the winter closure and may provide other pertinent information about the Trail Segments. Access for the Physically Challenged. AVR has committed to provide access for physically challenged individuals and parties accompanying physically challenged individual(s) from the AVR ranch entrance on Upper River Road over the AVR ranch roads to the Red Canyon Trail above the Werk-Cook parcel. An individual is physically challenged if they meet the definition in the Trail Easement. A handicapped parking spot will be designated at the parking area on Upper River Road. AVR may, at its election, construct a separate trail parallel to West Pasture Lane and Aspen Valley Ranch Road for the Physically Challenged Trail. The Physically Challenged trail shall only be open to trail users who are physically challenged as defined in Paragraph 18 of the Trail Easement together with individuals accompanying or assisting such a physically challenged trail user. Use and misuse of the Physically Challenged Trail will be managed solely by OSTB. Individuals who fit the definition of physically challenged set forth in the Trail. Access to the Physically Challenged Trail Easement will be open and unhindered by gates or other physical barriers outside of the closure periods. AVR acknowledges that OSTB has sole enforcement authority regarding use of the Easement. • 1) Restrictions on Use of the Trail Segments and Parking Lots: (a) No motorized vehicles, except for the mobility devices of physically challenged trail users, shall be allowed on any Trail Segment with the exception of Trail Segment C, except in case of emergencies. 898015.1 JTMACD 03/28/16 11:20 AM (b) Dogs are allowed on all Trail Segments if kept on a leash and under control. (c) No horses or bicycles, other than those owned or utilized by AVR Permittees as defined in the Trail Easement, shall be allowed on the Physically Challenged Trail, except in case of emergencies. (d) Hunters, including commercial outfitters, shall be entitled to utilize the Parking Lots described in Section 4, below, and both Segments A and C during the annual hunting seasons designated by the Colorado Division of Parks and Wildlife each year that do not conflict with the winter trail closure from December 1 to April 30. Hunters shall not be entitled to use the Physically Challenged Trail at any time. Use of the Parking Lots and Trail Segments by hunters are subject to the following requirements and restrictions: i. All hunters, including commercial outfitters, must obtain a reservation in order to use the Parking Lots and Trail Segments at least seven (7) days prior to the date on which the hunting party departs from the Parking Lots. No reservation shall be required to return to the Parking Lots. A reservation shall be made with the AVR Ranch Manager(or such other person or entity as the OSTB may designate) by telephone or email. AVR shall provide and update the name, phone number and email address of the Ranch Manager and shall provide such information to the OSTB. The hunting party shall be required to provide copies of hunting licenses for any individual carrying a weapon. ii. The number of hunter reservations shall be limited to one hundred (100) individuals, including guides, per calendar year and shall be confirmed on a first come, first served basis. Reservations will not be accepted before June 1 of the year in which a hunting party will use the Parking Lots and the Trail Segments. iii. All commercial outfitters shall be licensed as such by the State of Colorado. iv. When hunters are using the Parking Lots and Trail Segments, all weapons shall be unloaded. v. The Parking Lots shall not be used to clean or dress animals killed by hunters. vi. AVR shall prepare and provide information regarding the hunter reservation system to OSTB for dissemination to hunters and outfitters. Such information shall include the telephone number or email address to be utilized in making reservations. (e) Use of all Segments of the Trail Easement with the exception of Trail Segment C shall be limited to daylight hours, except in case of emergencies. For the purpose of this restriction, daylight hours will be deemed to include one hour before sunrise and one hour after sunset. As mentioned above under "Winter Closure", gates and signage will be placed at the parking area trailhead, at the entrance to the Physically Challenged Trail, and at the boundary with federal lands. These gates can be closed during the night-time closure period. Appropriate signage will explain the night-time closure and may provide other pertinent information about the Trail Segments. (f) No portion of Trail Section A shall be available for use by the public until the Trail Segments have been accepted by the BOCC pursuant to this Plan, the BOCC has provided proof of insurance pursuant to Paragraph 10 of the Trail Easement, and construction has been completed pursuant this Plan. 898015 1 JTMACD 02/9/16 1 19 PM Physically Challenged Trail (and Trail Segment A from parking lot to Segment B, and Trail Segment B): Tread width: 48"—60" Maximum Grade: 5% in general, with no more than 30% of the total length exceeding 8.3%, under the following parameters: - Maximum Running Slope of 8.3% for no more than 200-feet; - Maximum Running Slope of 10% for no more than 30-feet, and: - Maximum Running slope of 12.5% for 10-feet. Trail out-slope or in-slope must be a minimum of 2% and maximum 4%. No switchbacks or climbing turns allowed; Remove topsoil to a depth adequate to provide a solid platform for the base; Use only culverts or pipes for drainage; Typical trail cross-section is as follows: 5'WIDTH 2" COMPACTED CRUSHED FINES TOPSOIL BACKFILL 2X (1W') unir PROOF ROLLED AND 4" COMPACTED ROAD COMPACTED SUBGRADE SECTION (NO SLOPE) BASE MATERIAL 5'WIDTH 2" COMPACTED CRUSHED FINES TOPSOIL 2X BACKFILL 2x (Tr.) tik.111 /./I /I 4111 PROOF ROLLED AND +" COMPACTED ROAD COMPACTED SUBGRADE BASE MATERIAL SECTION (SIDE SLOPE) NOTE: 1. NO PORTION OF THE TRAIL SHALL EXCEED 5X GRADE TO CONFORM TO AMERICANS WITH DISABIUTIES ACT STANDARDS 5 WIDE PHYSICALLY CHALLENGED TRAIL (SEGMENT B) N.T.S e 898015 I JTMACD 02/9/16 1 19 PM dfiyK� A.4). h�/ - hov�i K�{int 1 ...e e m AzC o rcf� 5rz 'a-1M SUBORDINATION AGREEMENT THIS AGREEMENT is made on this -17 day of September, 2015 by and between AVR AH, LLC, a Colorado Limited Liability Company, (the "Owner") of the Real Property hereinafter described (the "Property") and ALPINE BANK, present holder of the Deeds of Trust and Notes hereinafter described (the "Beneficiary"); WITNESSETH WHEREAS, AVR AH LLC, LLC, a Colorado Limited Liability Company, executed a Deed of Trust dated August 30, 2013, to the Public Trustee of Pitkin County, Colorado, for the benefit of Beneficiary and which encumbers the following described Property, to wit: See Exhibit A attached hereto and incorporated herein by this reference to secure a Note dated August 30, 2013, in the sum of Twenty One Million Six Hundred Thousand and 00/100 Dollars ($21,600,000.00) in favor of Alpine Bank, which Deed of Trust was recorded September 3, 2013 as Reception No. 603053 in the official records of said County; and WHEREAS, AVR AH LLC, LLC, a Colorado Limited Liability Company, executed a Deed of Trust dated September 3, 2015, to the Public Trustee of Pitkin County, Colorado, for the benefit of Beneficiary and which encumbers the following described Property, to wit: See Exhibit A attached hereto and incorporated herein by this reference to secure a Note dated September 3, 2015, in the sum of Four Million Five Hundred Thousand and 00/100 Dollars ($4,500,000.00) in favor of Alpine Bank, which Deed of Trust was recorded September 16, 2015 as Reception No. 623277 in the official records of said County; and WHEREAS, Owner will execute a document entitled Amended and Restated Agreement For Grant and Acceptance of Trail Easement (the "Amended and Restated Trail Agreement") for the benefit of Pitkin County which will also encumber the Property; and WHEREAS, it is a requirement of the Amended and Restated Trail Agreement that it shall unconditionally be and remain at all times a lien or charge upon the Property prior and superior to the lien or charge of the Deed of Trusts held by Beneficiary first above mentioned; and WHEREAS, it is the mutual benefit of the parties hereto that Amended and Restated Trail Agreement be executed by the Owner and Beneficiary is willing that the Amended and Restated Trail Agreement shall constitute a lien or charge upon the Property which is unconditionally prior and superior to the lien or charge of the Deed of Trusts in favor of the Beneficiary, NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is hereby declared, understood and agreed as follows: 1. That the Beneficiary consents to and approves all provisions of the Amended and Restated Trail Agreement. 2 That said Amended and Restated Trail Agreement shall unconditionally be and remain at all times a lien or charge on the Property therein described, prior and superior to the liens or charges of the Deed of Trusts in favor of the Beneficiary. 3 That this Agreement shall be the whole and only Agreement with regard to the subordination of the lien or charge of the Deed of Trusts in favor of the Beneficiary to the lien or charges of the Amended and Restated Trail Agreement above referred, OWNER: AVR AH, LLC, a gra.o Lir : es Lia. it ompany :mike A. Peterson M. r ger BENEFICIARY: ALPINE BANK By: Name: 8;/7 \ ifs Title: Pr-sr (Notaries on next page) 2 EXHIBIT A to SUBORDINATION AGREEMENT (Legal description of AVR Property) PARCEL A: HOMESTEADS 1 THRU 9, AH, AGRICULTURAL FACILITIES PARCEL AND PARCELS I THRU VII, RURAL AND REMOTE PARCELS, according to the Subdivision Exemption Plat ASPEN VALLEY RANCH, recorded October 14, 2005 in Plat Book 76 at Pages 1 flint 18, inclusive, as Reception No. 516274, Corrected Sheet 1, recorded May 4, 2006 in Plat Book 79 at Page 31 as Reception No. 523731, the Second Amended Subdivision Exemption Plat recorded October 28, 2011 in Plat Book 78 at Page 49 as Reception No. 853892 and the Third Amendment to the Subdivision Exemption Plat regarding Homestead 8 and the Agricultural Facilities Parcel recorded August 22, 2014 in Plat Book 107 at Page 83, Reception No. 612808. PARCEL B: A tract of land situated in Lot 1, Section 4, and Lot 1, Section 5, Township 9 South, Range 85 West of the 6'1' P.M., more fully described as follows: Beginning at a point on the West line of Said Lot 1, Section 5 whence the Northwest corner of said Lot 1, Section 5 bears N 00°06'08" W 628.22 feet; thence N 00°06'08" W 628.22 feet to the Northwest corner of said Lot 1, Section 5; thence N 89°59'59" E 992.08 feet along the North line of said Lot 1, Section 5 and Lot 1, Section 4; thence S 00°00'00" W 823.12 feet to the center of Dry Woody Creek; thence S 45°1.1'00" W 23.22 feet along the center of Dry Woody Creek; thence S 52°12'00" W 195.35 feet along the center of Dry Woody Creek; thence S 79°41'00" W 263.65 feet along the center of Dry Woody Creek; thence N 56°00'00" W 676.38 feet to the point of beginning. BEING HISTORICALLY DESCRIBED AS FOLLOWS: A tract of land situated in Lot 1, Section 4, and Lot 1, Section 5, Township 9 South, Range 85 West of the 6t'P.M., more fully described as follows: Beginning at a point on the West line of Said Lot 1, Section 5 whence the witness corner to the Southeast corner of said Section 5 bears S 04°33' E 2572.12 feet; thence N 626.37 feet to the Northwest corner of said Lot 1; thence East 989.82 feet along the North line of said Lot 1, Section 5 and Lot 1, Section 4; thence South 823.52 feet to the center of Dry Woody Creek; thence S 45°11' W 23.22 feet along the center of Dry Woody Creek; thence 79°41' W 263.65 feet along the center of Dry Woody Creek'; thence N. 56°W 674.97 feet to the West line of said Lot 1, Section 5, the point of beginning. RECEPTION#: 628068, 03/25/2016 at ��� ��'�' `tel li 01:57:04 PM, JJ�GIo& ) po 16 1 OF 29. R $0.00 Doc Code ORDER f Janice K. Vos Caudill, Pitkin County, CO AN ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO AUTHORIZING THE CHAIR TO EXECUTE AN AMENDED AND RESTATED AGREEMENT FOR GRANT AND ACCEPTANCE OF A TRAIL EASEM NT FROM AVR AH,LLC Ordinance No.O36 -2015 Recitals 1. AVR AH, LLC ("AVR") is the owner in fee simple of certain real property specifically described in Exhibit A attached hereto ("Aspen Valley Ranch Property"). AVR is the successor in interest to Aspen Valley Ranch, LLC. 2. Aspen Valley Ranch,LLC and the BOCC entered into a certain Settlement Agreement dated February 9,2011 (Reception No. 583884)to resolve disputes and differences between the parties concerning public access across the Aspen Valley Ranch Property. 3. Pursuant to the terms of the Settlement Agreement,Aspen Valley Ranch, LLC agreed to dedicate, grant and convey unto the BOCC certain non-exclusive easements for the benefit of the public, and the BOCC agreed to accept such dedication, grant and conveyance. The agreement was memorialized in the Agreement for Grant and Acceptance of Trail Easement dated February 9,2011 (Reception No. 583885) (the"2011 Trail Easement"). 4. By Resolution No. 69-2014,the BOCC granted Aspen Valley Ranch, LLC's application to amend prior approvals including an amendment to the 2011 Trail Easement. 5. The Amended and Restated Agreement for Grant and Acceptance of Trail Easement("Agreement") is proposed to amend, replace and restate the 2011 Trail Easement. 6. The approvals granted by Resolution No. 69-2014 are conditioned upon the recording of this Agreement and completion of the construction of the trail to the satisfaction of Pitkin County Open and Space and Trails (Requirement#6, Resolution 69- 2014). A Trail Management Plan has been reviewed and approved by the Open Space and Trails Board. 7. Upon the execution and recording of this Agreement, the 2011 Grant and Acceptance of Trail Easement shall automatically terminate. Furthermore, this Agreement replaces the previous Trail Easement between SGS-Ranch, LLC and the BOCC dated October 12, 2005 recorded in the real property records of Pitkin County at Reception No. 516271. 8. The terms of this Agreement are set forth,and the Chair(or Chair's designee) shall be authorized to execute an Amended and Restated Agreement for Grant Ordinance No.v/(r%'-2015 Page 2 and Acceptance of Trail Easement, in a form similar to that attached hereto as Exhibit B approved by the County Attorney. 9. The Board finds that adoption of this ordinance is necessary for the immediate preservation of the public health, safety and welfare of the citizens of Pitkin County and therefore declares this ordinance to be effective immediately upon adoption. NOW THEREFORE,BE IT ORDAINED,that the Board of County Commissioners of Pitkin County, Colorado authorizes the Chair(or Chair's designee)to execute an Amended and Restated Agreement for Grant and Acceptance of Trail Easement in a form similar to that attached hereto as Exhibit B approved by the County Attorney. INTRODUCED AND FIRST READ ON OCTOBER 14, 2015 AND SET FOR SECOND READING AND PUBLIC HEARING ON OCTOBER 28,2015. SECOND READING AND PUBLIC HEARING CONTINUED TO NOVEMBER 18, 2015. SECOND READING AND PUBLIC HEARING CONTINUED TO DECEMBER 2, 2015. SECOND READING AND PUBLIC HEARING CONTINUED TO DECEMBER 16, 2015. NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE ORDI ONCE PUBLISHED IN THE ASPEN TIMES WEEKLY ON O tf OhLir /5- , 2015. NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE ORDINANCE POSTED/ON THE OFFICIAL PITKIN COUNTY WEBSITE(www.aspenpitkin.com) ON ,e r /6 2015. ADOPTED AFTER FINAL READING AND PUBLIC HEARING ON DECEMBER 16, 2015. PUBLISHED BY TITLE AND SHORT SUMMARY,AFTER ADOPTION, IN THE ASPEN TIMES WEEKLY ON / 2015. POSTED ON TIV OFFICI ,PITKIN COUNTY WEBSITE ( www.aspenpitkin.com ) ON THE / f Cf )ce be r ,2015. THIS ORDINANCE IS EFFECTIVE ON DECEMBER 16, 2015. Ordinance No.056-2015 Page 3 ATTEST: BOARD OF COUNTY COMMISSIONERS Byi Lill i \/, o By: cktit.iii i-7- Calf Jeane f Jones / Steven F. Child, Chair Deput I County Clerk Date: 3)1E /2_ C ( 6 APPROVED AS TO FORM: MANAGER APPROVAL -- _--- _,,,,/ driolir" J n El_ ui-e erney Jon Pe. ock, County Manager EXHIBIT A (Legal description of AVR Property) PARCEL A: HOMESTEADS 1 THRU 9, AH, AGRICULTURAL FACILITIES PARCEL AND PARCELS I THRU VII, RURAL AND REMOTE PARCELS, according to the Subdivision Exemption Plat ASPEN VALLEY RANCH, recorded October 14, 2005 in Plat Book 76 at Pages 1 thru 18, inclusive, as Reception No. 516274 and Corrected Sheet 1, recorded May 4, 2006 in Plat Book 79 at Page 31 as Reception No. 523731. PARCEL B: A tract of land situated in Lot 1, Section 4, and Lot 1, Section 5, Township 9 South, Range 85 West of the 6th P.M., more fully described as follows: Beginning at a point on the West line of Said Lot 1, Section 5 whence the Northwest corner of said Lot 1, Section 5 bears N 00°06'08" W 628.22 feet; thence N 00°06'08"W 628.22 feet to the Northwest corner of said Lot 1, Section 5; thence N 89°59'59"E 992.08 feet along the North line of said Lot 1, Section 5 and Lot 1, Section 4; thence S 00°00'00" W 823.12 feet to the center of Dry Woody Creek; thence S 45°11'00" W 23.22 feet along the center of Dry Woody Creek; thence S 52°12'00" W 195.35 feet along the center of Dry Woody Creek; thence S 79°41'00" W 263,65 feet along the center of Dry Woody Creek; thence N 56°00'00" W 676.38 feet to the point of beginning. BEING HISTORICALLY DESCRIBED AS FOLLOWS; A tract of land situated in Lot 1, Section 4, and Lot 1, Section 5, Township 9 South, Range 85 West of the 6th P.M., more fully described as follows: Beginning at a point on the West line of Said Lot 1, Section 5 whence the witness corner to the Southeast corner of said Section 5 bears S 04°33' E 2572.12 feet; thence N 626.37 feet,to the Northwest corner of said Lot 1; thence East 989.82 feet along the North line of said Lot 1, Section 5 and Lot 1, Section 4; thence South 823.52 feet to the center of Dry Woody Creek; thence S 45°11' W 23.22 feet along the center of Dry Woody Creek; thence 79°41' W 263.65 feet along the center of Dry Woody Creek'; thence N. 56°W 674.97 feet to the West line of said Lot 1, Section 5, the point of beginning. pools I rrMAC OInwio a 34AM A-1 `i-c i7 r k5) AMENDED AND RESTATED AGREEMENT FOR GRANT AND ACCEPTANCE OF TRAIL EASEMENT THIS AMENDED AND RESTATED AGREEMENT FOR GRANT AND A PTANCE OF TRAIL EASEMENT (this "Agreement") is dated as of the We-'day of _ , 2016, by and between AVR AH, LLC, a Colorado limited liability company ("AVR") ..id the BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, a political subdivision of the State of Colorado(the"BOCC"). Recitals A. AVR is the owner in fee simple of that certain real property which is legally described in Exhibit A attached hereto (the"AVR Property"). B. The BOCC is the governing body of Pitkin County, Colorado, a political subdivision of the State of Colorado (the "County"), and has certain authority both with respect to land use within the County and with respect to public rights-of-way. �. C. AVR' predecessor in interest and the BOCC have agreed in that certain Settlement Agreement dated February 9, 2011 that AVR's predecessor in interest was to dedicate, grant and convey unto the BOCC certain non-exclusive easements for the benefit of the public, and the BOCC shall accept such dedication, grant and conveyance. That Agreement was memorialized in the Agreement for Grant and Acceptance of Trail Easement dated February 9, 2011 (Reception 583885) which is referred to herein as the"2011 Trail Easement." D. The parties desire to amend and restate the terms and conditions of the 2011 Trail Easement as set forth herein, and to repeal and replace the 2011 Trail Easement with this document. Agreement NOW THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the BOCC and AVR hereby agree as follows: 1. Recitals. The Recitals set forth above are incorporated into and made a part of this Agreement. 2. 2011 Trail Easement Terminated. The 2011 Trail Easement shall automatically terminate upon the execution and recording of this Agreement and shall thereafter be of no further force or effect. 3. Definitions. In this Agreement, the following terms have the meanings set forth below: (a) "AVR Permittees" means AVR and any current or future owner of any portion of the AVR Property, and their respective successors, assigns, grantees and mortgagees, together with such parties' respective agents, guests, employees, licensees, invitees, contractors, tenants and subtenants, and all persons who now or hereafter own or hold any possessory interest in any portion of the AVR Property, and together with the respective agents, guests, employees, licensees, invitees and contractors of any of the foregoing. (b) "BLM Property" means the property owned by the Bureau of Land Management adjacent to the AVR Property on the north. (c) `BOCC Permittees" means the BOCC, together with its respective agents, employees, licensees, and contractors, and together with the respective agents, employees, licensees, invitees and contractors of any of the foregoing. (d) "Emergency" means an event posing a bona-fide threat to life, health or safety. (e) "Maintenance Easement" has the meaning set forth in Paragraph 6 of this Agreement. (f) "Parking Easement" has the meaning set forth in Paragraph 5 of this Agreement. (g) "Parking Lots" means the parking lots to be constructed and dedicated pursuant to the Parking Easement, the locations of which are depicted upon Exhibit B attached hereto and incorporated herein. (h) "Party" means AVR and the BOCC, and their respective successors and assigns. (i) "Records" means the records of the Clerk and Recorder of Pitkin County, Colorado. (j) "Responsible Party" means the party responsible for the payment or performance of any obligations hereunder, as indicated by the context in which such term is used. (k) "Trail Easement" has the meaning set forth in Paragraph 4 of this Agreement and includes the Trail Segments. (1) "Trail Management Plan" means the supplemental plan for operation and management of the Trail Easement as set forth in Exhibit C. (m) "Trail Segment" or "Trail Segments" mean those segments of the Trail Easement as described in Paragraph 4 of this Agreement and on Exhibit B. 4. Grant of Trail Easement. (a) AVR hereby grants and conveys to the BOCC, for the exclusive use and benefit of the public (which shall include AVR Permittees), an irrevocable and perpetual trail easement over that portion of the AVR Property depicted on Exhibit B. Trail Segment A shall, among other things, provide access to public lands located in Red Canyon and, in the case of the Trail Segment C, Triangle Peak. The Trail Easement shall be an easement appurtenant to and burdening the ownership of the AVR Property. The Trail Easement includes the following Trail Segments: -2- (i) Segment A—Parking Lot to connection with Red Canyon Trail. (Multiple Use). (ii) Segment B—Segment A to Aspen Valley Ranch Road. (Future possible relocation of a portion of the physically challenged trail easement as described in Paragraph 19). (iii) Segment C -Parking Lot to Triangle Peak Road. (iv) Physically Challenged Trail Easement—Aspen Valley Ranch entrance gate to Red Canyon Trail. (b) All Trail Segments shall be constructed in accordance with the specifications set forth in the Trail Management Plan (Exhibit C). Trail Segments A and C may be used and enjoyed by all members of the public for hiking, biking and horseback riding, subject to the Trail Management Plan. The Physically Challenged Trail Easement will be restricted to use only by Physically Challenged individuals as defined in Paragraph 19 below. 5. Grant of Parking Easement. AVR hereby grants and conveys to the BOCC, for the exclusive use and benefit of the public (which shall include AVR Permittees), an irrevocable and perpetual parking easement (the "Parking Easement") over the Parking Lots for the purpose of providing parking to members of the public. The Parking Easement shall be an easement appurtenant to and burdening the ownership of the AVR Property. The Parking Easement may be used and enjoyed by members of the public, subject to such reasonable regulations as the BOCC may enact. Use of the Parking Lots shall be limited to recreationalists and BOCC Permittees engaged in maintenance of the Parking Lots or trails. Overnight parking may be allowed at the discretion of the BOCC, but camping in the Parking Lots shall be prohibited. The BOCC shall have the obligation to erect within the Parking Easement signage concerning usage of the Parking Lots, Trail Easements and surrounding areas. 6. Grant of Maintenance Easement. AVR hereby grants and conveys to the BOCC, for the use and benefit of the BOCC Permittees, an irrevocable and perpetual maintenance easement (the "Maintenance Easement") over the Parking Lots, Trail Easement and such portions of the AVR Property adjoining the Parking Lots or Trail Easement as may be reasonably necessary after the trails are constructed in order to facilitate the BOCC Permittees' obligations pursuant to the Trail Management Plan and to allow BOCC Permittees to perform trail maintenance if AVR does not, as provided in the Trail Management Plan (Exhibit C). The Maintenance Easement shall be non-exclusive in all respects, and AVR reserves all rights to use and enjoy the Maintenance Easement for any purposes which do not materially and unreasonably interfere with the BOCC's rights as set forth in the Trail Management Plan to perform maintenance upon the trails subject to the Trail Easement or the Parking Lots. 7. AVR Construction Obligations. AVR agrees to construct, at its sole cost, The Parking Lots and Trail Segments subject to the Trail Easement in accordance with the Trail Management Plan(Exhibit C). Following completion of Trail Segment A,AVR shall obtain, at its expense, an as built survey of the centerline of the Trail. The Parties shall then execute and record a supplement to this Easement which provides that the surveyed description of Trail Segment A shall replace the general description contained on Exhibit B. -3- 8. Default. If a Responsible Party fails to discharge its obligations hereunder, the other Party may give written notice thereof to the Responsible Party. If the Responsible Party does not cure such failure within sixty (60) days after its receipt of such notice, then the non-defaulting Party shall have the right, but not the obligation, to cure such failure. If a Party elects to cure the other Party's failure under this paragraph, then the defaulting Party shall, within ten (10) days after written demand by the other Party (accompanied by invoices setting forth in reasonable detail the costs incurred by such Party), reimburse it for the reasonable costs and expenses incurred in connection therewith, together with interest thereon from the date of such demand until paid at the rate of 8% per annum. Nothing herein shall be construed to grant AVR the power to enforce the Pitkin County Code. 9. Mechanics' Liens. If, by virtue of any work undertaken by, through or under a Party pursuant to this Agreement, any mechanics' lien claim is recorded in the Records against any real property interest of the other Party (the "Liened Party"), then the Party responsible for the payment of the work giving rise to such lien claim shall cause such lien claim to be released and discharged of Record (by payment, bonding or other available process) within sixty (60) days after recordation of the claim, provided that in any case such release and discharge must be secured prior to any foreclosure of such lien or any conveyance or disposition of the encumbered property interest pursuant to such lien. If such release and discharge is not timely secured, then the Liened Party, at its election and without obligation to do so, may secure the release and discharge of the lien claim through its own efforts, whether by payment, bonding or otherwise, and the Liened Party shall be entitled to recover from the Responsible Party all costs and expenses, including reasonable attorneys' fees, that the Liened Party may incur in connection therewith within thirty (30) days after written demand therefor (accompanied by invoices setting forth in reasonable detail the costs incurred by such Party), together with interest thereon from the date of such demand until paid at the rate of 8%per annum. 10. Insurance. The Parties acknowledge and agree that this Agreement creates an easement for Recreational Purposes as defined in C.R.S. Section 33-41-101, et seq., and the easements created herein are subject to the limitations of liability set forth therein. 11. Rio Grande Trail Easement. AVR hereby agrees to grant an easement, in an alignment to be determined by the County within the portion of the AVR Property no more than twelve (12) feet in width as shown on Exhibit B that will allow non-motorized access to the Rio Grande Trail by hikers, bikers and horseback riders. The County will be responsible for the preparation of such documents and legal descriptions as may reasonably be required to establish and describe the easement and shall be responsible for the construction, maintenance and repair of a trail to be located within the easement. 12. Remedies Cumulative. The Parties' rights hereunder shall be cumulative with and in addition to, and not exclusive of, any other remedies available to the parties at law or equity for any breach or default of their respective obligations hereunder. Notwithstanding the foregoing, no breach of this Agreement shall entitle either Party to cancel, rescind or otherwise terminate this Agreement. 13. Covenants Running With the Land. The BOCC and AVR hereby agree that the covenants and agreements set forth herein shall be binding upon and inure to the benefit of their respective successors and assigns, and shall run with the land. This Agreement shall be recorded in the Records, and shall serve as notice to and shall be binding upon and inure to the benefit of the Parties and upon the successive owners of the AVR Property. -4- 14. Subordination. It is AVR's intent that all deeds of trust, mortgages and other financing instruments encumbering the AVR Property (collectively, "Mortgages") shall be junior and subordinate to the Easements and other rights created by this Agreement. In furtherance of such intent, AVR shall cause the holders of any and all Mortgages encumbering the AVR Property to consent to this Agreement and to acknowledge that its Mortgage is subordinate to this Agreement. 15. Estoppel. Each Party, upon the request of the other Party, will certify to any person or entity designated by the requesting Party as to the existence or absence of any breaches of this Agreement. 16. Notices. Any notice or demand under this Agreement shall be in writing and shall be deemed given, received and served (a) upon personal delivery or upon verified transmission by telecopier or similar facsimile transmission device, (b) on the third business day after mailing, postage prepaid, by registered or certified mail, return receipt requested, or (c) on the first business day after receipted delivery to a nationally recognized courier service which guarantees next-business-day delivery, delivery charges prepaid, in each case addressed as follows: If to the BOCC: Pitkin County Attorney's Office 530 E. Main St., Suite 302 Aspen, CO 81611 Attn: Facsimile: (970) 920-5198 If to AVR: AVR AH, LLC Attention: Brooke A. Peterson 514 East Hyman Avenue Aspen Colorado 81611 With a copy to: David J. Myler The Myler Law Finn, P.C. 211 Midland Avenue, Suite 201 Basalt, CO 81621 17. Aspen Valley Downs Homeowners' Association. The parties acknowledge and agree that the provisions of the Trail Management Plan (Exhibit C) entitled "Trail Management Practices" benefit and shall be enforceable by the Aspen Valley Homeowners Association, Inc. The Association shall have no right to enforce any other provisions of this Agreement. 18. Replacement of 2005 Trail Easement. In addition to amending and restating the terms and conditions-of the 2011 Trail Easement, this easement replaces the previous Trail Easement by and between SGS-Ranch, LLC and the BOCC dated October 12, 2005 (Reception No. 516271). -5- 19. Physically Challenged Trail. The intent of the Physically Challenged Trail is to provide safe, easy access for physically challenge individuals and their companions. As required under the Pitkin County Board of Commissioners Resolution #069- 2014, a public trail easement restricted to use by individuals who are physically challenged is provided under this easement and shown on Exhibit B. For the purpose of this restriction, an individual will be considered physically challenged if he or she is unable to utilize Trail Segment A, as constructed, due to a disability that is physical, cognitive, sensory, emotional, developmental, or some combination thereof. Such disability may be present from birth or occurring during a person's lifetime. For the purpose of this definition, a disability includes impairment and activity limitations. An"impairment"is a problem in body function or structure, and an"activity limitation" is a difficulty encountered by an individual in the execution of a task or action. Physically challenged individuals may be accompanied in the use of the Physically Challenged Trail by a reasonable number of friends,family members and/or health providers. Use of this Easement for access by physically challenged individuals will be managed by the Pitkin County Open Space and Trails Board ("OSTB"). AVR will not obstruct or otherwise close access to the physically challenged trail with any man-made impediment or device outside of the closure periods described in the Trail Management Plan (Exhibit C). AVR acknowledges that OSTB has sole enforcement authority regarding use of the Easement. The "Physically Challenged Trail Segment" begins at the ranch entrance gate and ends at the north property boundary at the Red Canyon Trail as per Pitkin County Board of Commissioners Resolution #069-2104. AVR is allowed to construct a separate trail adjacent to the roadways that the easement follows. In addition, AVR may relocate a section of the Physically Challenged Trail along Segment B (see Exhibit B) from Segment A to Aspen Valley Ranch Road upon acceptance of this route by the County. Segment B, if accepted, will replace that portion of the Physically Challenged Trail Easement between the entry gate to Aspen Valley Ranch and a point east of the property line between Homestead 1 and Homestead 2 of Aspen Valley Ranch along Aspen Valley Ranch Road. (See Exhibit B). Upon the acceptance of Segment B, the parties shall execute an amendment to this Agreement terminating the easement upon that portion of the Physically Challenged Trail Easement between the entry gate to Aspen Valley Ranch and a point east of the property line between Homestead 1 and Homestead 2 of Aspen Valley Ranch along Aspen Valley Ranch Road. AVR shall be entitled, at its election, to install a telephone at the entrance to the Physically Challenged Trail Segment together with signage requesting that trail users, on a voluntary basis, call AVR personnel to alert them that such users will be on the trail. In addition, AVR shall be entitled, at its election, to place a log book at the entrance to the Physically Challenged Trail Segment together with signage requesting that users of that Trail Segment, on a voluntary basis, sign in before using the Trail Segment by providing their name and the date and time of Trail Segment use. Wording on the signage at the log and phone location shall be agreed to by both parties. 20. Entire Agreement. Each Party acknowledges that this Agreement sets forth the entire agreement and understanding of the Parties with respect to this Agreement and that no oral or other agreements, understandings, representations, or warranties, other than those set forth in this Agreement, exist with respect to the subject matter hereof. -6- 21. No Waiver. In no event shall any failure by either Party to enforce any covenant or restriction contained in this Agreement be deemed a waiver of the right to enforce such covenant or restriction thereafter. 22. Governing Law. The terms and provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of Colorado. Venue for any and all disputes shall be in Pitkin County District Court. 23. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed a duplicate original. [This Space Intentionally Left Blank. Signatures and Notaries on the Following Pages.] -7- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. THE BOCC: THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, a political • subdivisionII of the State I f .: s rado By: / " 4 C I-e 1,144...cc - 1141111firai 'Ter- R ° . -NscA&11t{- eDV(445(10 STATE OFA' ,6/y ) ) ss. COUNTY OF 1/ff(f' ) The foregoing instrume as c owledged before me this s'cl1 day of re/tot/Oa-P. , 2016, by elid L /1 eCIitt.,4 , as Chair of the Board of County Commissioned of Pitkin County, Colorado, a political subdivision of the State of Colorado. q t dta ei m- Oat f 6 O e'e e' a,r Witness my hand and official seal. My commission expires: 7-45 -do . LINDA GUSTAFSON tary Public NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20084023866 MY COMMISSION EXPIRES JULY 15,2016 -8- AVR: AVR A- i , : Colo . ,o limited liability corn:. CO ,,�, Br•ok. A. Pe erson, is 'anager STATE OF W Le rierpo ) ) ss. COUNTY OF Pi-11611J ) The foregoing instrument was acknowledged before me this 9 day of f-brUAfL_y ,2016,by Brooke A. Peterson, as Manager of AVR AH, LLC. Witness my hand and official seal. My commission expires: Co -ct- z.0 1 -e, . kV I # A ka."-A, JOANN LEDINGHAM tart'Public NOTARY PUBLIC STATE OF COLORADO NOTARY ID#20084022471 MY COMMISSION EXPIRES JUNE 09,2018 -9- EXHIBIT A to EASEMENT AGREEMENT (Legal description of AVR Property) PARCEL A: HOMESTEADS 1 THRU 9, AH, AGRICULTURAL FACILITIES PARCEL AND PARCELS I THRU VII, RURAL AND REMOTE PARCELS, according to the Subdivision Exemption Plat ASPEN VALLEY RANCH, recorded October 14, 2005 in Plat Book 76 at Pages 1 thru 18, inclusive, as Reception No. 516274, Corrected Sheet 1, recorded May 4, 2006 in Plat Book 79 at Page 31 as Reception No. 523731, the Second Amended Subdivision Exemption Plat recorded October 28, 2011 in Plat Book 78 at Page 49 as Reception No. 853892 and the Third Amendment to the Subdivision Exemption Plat regarding Homestead 8 and the Agricultural Facilities Parcel recorded August 22, 2014 in Plat Book 107 at Page 83,Reception No. 612808. PARCEL B: A tract of land situated in Lot 1, Section 4, and Lot 1, Section 5, Township 9 South, Range 85 West of the 6th P.M.,more fully described as follows: Beginning at a point on the West line of Said Lot 1, Section 5 whence the Northwest corner of said Lot 1, Section 5 bears N 00°06'08" W 628.22 feet; thence N 00°06'08" W 628.22 feet to the Northwest corner of said Lot 1, Section 5; thence N 89°59'59"E 992.08 feet along the North line of said Lot 1, Section 5 and Lot 1,Section 4; thence S 00°00'00"W 823.12 feet to the center of Dry Woody Creek; thence S 45°11'00"W 23.22 feet along the center of Dry Woody Creek; thence S 52°12'00"W 195.35 feet along the center of Dry Woody Creek; thence S 79°41'00" W 263.65 feet along the center of Dry Woody Creek; thence N 56°00'00"W 676.38 feet to the point of beginning. BEING HISTORICALLY DESCRIBED AS FOLLOWS: A tract of land situated in Lot 1, Section 4, and Lot 1, Section 5, Township 9 South, Range 85 West of the 6th P.M.,more fully described as follows: Beginning at a point on the West line of Said Lot 1, Section 5 whence the witness corner to the Southeast corner of said Section 5 bears S 04°33' E 2572.12 feet; thence N 626.37 feet to the Northwest corner of said Lot 1; thence East 989.82 feet along the North line of said Lot 1, Section 5 and Lot 1, Section 4; thence South 823.52 feet to the center of Dry Woody Creek; thence S 45°11' W 23.22 feet along the center of Dry Woody Creek; thence 79°41' W 263.65 feet along the center of Dry Woody Creek'; thence N. 56°W 674.97 feet to the West line of said Lot 1, Section 5,the point of beginning. 02/9/16 1:19 PM EXHIBIT B -w y4,4, k ;`; ASPEN VALLEY RANCH ' "' ': ` . wy ,.: , '' " ' �, 4` . Trail Easements, Trail Segments, ry 'x ` r `y. � . `' } .` "� : Parking Lots and Parking Easements ,-.,4%-..L.,,,..:,;..,„-,4.-} 4., . ` ' '� � A_ .......7,—..,..;,1,. yr.4 f 4 gy'y,r ' I y .-,-2, /,,,,,,,„:,,I, ,� t 4's Yi. "p .. M Jr+• '' � I. . ,''pp-a - y i' ° '�r a+ ' • .'...1.*:.,,'.' t I i qi.; - ., 7eM�.; a `"":,''',..-='mak . 'r .<r i ,4•s t A t b l_ r t :,,,,,,.,,-,-i".:,,. I , s yL, j i Te t' >'t.' .4-0'"..,7::1 'c °`r' e.F'+d x,. .T- •a+` f 2 V.• ..+: f . rf X i.e t`t;-t lw -: n'"A .a. -e-7-'-- ,!M .7 ,-1,-. ��+["t } .K •X D,y'� � �r ,fir*•r kM',sX� t'..,,. `...‘4.-..7,'..,..-,;.4n.';'.'.,:../.. y^ } 4 •� /, �,\ y' 9 r' ak .., f , ,,-4i"ay°:13_ 4-�a^w ,. "� -+� ?rr' -A''-ilk's.- ,yy9t' Jam, s • 0,..',..41 '�`'S r' �,� r �`�a,,,,, ,? ,. ,.,;fv r ! '.rR(' '�` 'L rr.a g .t a L' -�••. ( _ .err r' .[T•"`c 4w�. t1 .L.7.11,-,-, f ,;T fw e�- f„ '.,y M1..,4r. ? --:,.-?...i..-.4.:4: a • Y - _�' rovik�:^F 2f'*+4•lt`44 . - , ,•,,, .°` , 1 a +, ,., �� ;+',':,�.� ., ,` �` Trail Segment f�~,., .. • • t I ,it'-i. Ky a b ne+C..fI4 -.1 rl } d F °a, rt ^t'- ..'1—,:,704 t: Xyr�p,� '4./. • 'q, i . ..t. n -l'v 7'4',l xI .0.,,..1,f--1.; ' t M r1.�,,ia.. .e '.Pt.-`• - i >� p�^ ,` ..1/. j fir. 111.4 'k c 441 ; : 4"g" f F„:,' `° ° / y,5, .i k`r ti . t fly i-a' "-ik.:,-T +4�t.:•).�{'° l •': - r- } aq' • L `s s' ,'� ,s` { OP i� -.,i� rF, "L y,4rjJ...�f W,Z_,°: E#, �k -r;"E A a - . r- � � "�• x�� ' t�..:t' YJR� :.*,.IICY� a',dy,�,� il'n T:. `* Irk a I a �y'i,F <` * i" �'• • "' �•-- G 1 . :'rJ'.' :'lliffc4,,,,,� ,l1 L'1'' s ••—,7,-,,,0. 1-Y -- — — - ---- _ .*ar >* Trail Segment C ,« ;. '.ifltaifi3• ' ' `I a.."*".:tor IW f'ar?`" 'a Akhi' 4, ice'+; + I°'�, }Al ,fir e > -` �� }*tet" i 'r s y d q -PLV +� fifa',L.-?•r 5 )n l ` v Parkrng Lots ''41. 0. ' '... ;" `A �'µ t!q' y ''�4 Jori,,,,,--, ®" �aA ..tike' w' `' b c7! IY1hPLfI r, .3 t ,,,,,,,t.'".,1;,..•,"--","‘ «fn i A,+ /'� �1' mat £ / � n '", - ' t f '+ti '� \;` .-/w " i '`.,.�,..__� " I rvnra'rr n, " B81lWf16 J '—'�' '"•,. ;1;15 r1 .x • i•'`•` ter, k. 9 M,Yb al , -"�• , � ... Trail Segment B� w• .'` .; 4 ;ti` w,�»S Physically r �— ..^ �;A �, ,.,,w.f Challenged ""K ��`.,`�; .:. > r,e aICIISTen., Trail a +ys tl ;'may ' A(� • • 1 f `',0, s a AS' APLAT BOCK I:11 'r,.�y 't'. ( \ 11/S+AGS ,ti F•Y 'f7,. 1YJ, �,.+� t�l� 4:41°4 � ,, \,\ 33(77 AC,2 M'Y - // , \.\ '7,X , 9W ',a.r i �, - ! ,„,a.m.Yr.,..JM •,,e', "+ChSF'. c.Y6!ii+l6fu,r"niu.c+Jri..unla,tlYi�N "'"'-'r EXHIBIT C ASPEN VALLEY RANCH TRAIL MANAGEMENT PLAN PURPOSE/OBJECTIVES The purpose of this Trail Management Plan (the"Plan") is to guide the parties in the implementation and administration of the terms and conditions of the Trail Easement and the trailhead parking for a trail generally known as the Red Canyon Trail, having been established within Aspen Valley Ranch pursuant to the Amended and Restated Agreement for Grant and Acceptance of Trail Easement. More specifically, the objectives of the Plan are as follows: 1. To make sure that Trail Segment A is constructed as described in the Trail Easement in compliance with the specifications attached as Exhibit 1; 2. To provide for winter closure of the Trail Segments (with the exception of Trail Segment C); 3. To provide access for physically challenged individuals through AVR on the Physically Challenged Trail as described in the Trail Easement; 4. If approved by the County, to allow for the construction of a replacement route for the Physically Challenged Trail along Segment B and the portion of Trail Segment A between Segment B and the Parking Lot. This trail, if constructed, will conform to the standards as described in Exhibit 1; After acceptance, this trail segment will replace the Physically Challenged Trail between the AVR entrance gate and the property line between Homesteads 1 and 2 of AVR (see Exhibit B of trail easement). TRAIL ALIGNMENT AND CONSTRUCTION AVR and Pitkin County, through its Open Space and Trails Board ("OSTB"), have mutually determined the alignment of the Trail Segments. AVR will then construct the Trail Segments to the specifications included within Exhibit 1. at its own cost using a trail contractor suitable to the County. Additional components of the trail construction and operation include the following: 1. An interpretive sign or plaque will be placed by AVR on the Main Trail above the Bourg Homestead and Barn to inform trail users about the history of the property and the buildings. AVR will coordinate with OSTB regarding the location and design of the sign or plaque prior to installation. 2. OSTB shall erect signage concerning usage of the Parking Lots, Trail Segments and surrounding areas. 3. AVR will improve wildlife habitat as recommended by the Colorado Department of Parks and Wildlife (CDPW) Upon completion of a Trail Segment(A or B), as described in the Trail Easement, AVR shall notify OSTB that the Trail Segment is ready for acceptance and that the Trail Segment has been constructed and completed in accordance with Exhibit 1. Upon satisfaction of this requirement, the OSTB or designated consultants shall promptly inspect the Trail Segment and shall, within five (5) days following the inspection, notify AVR in writing of non-acceptance or acceptance of the Trail Segments. If the Trail Segment is not accepted, the reasons for non-acceptance shall be stated and reasonable corrective measures shall be outlined. If the OSTB fails to provide any notice of non-acceptance within the five (5) day period, the Trail Segment shall be deemed to be accepted as complete. If any corrective measures are required, AVR shall notify OSTB upon completion of such corrective measures, and the same procedures shall apply to the OSTB's review and inspection of the corrective measures until such time as the Trail Segment are ready for final acceptance. Within a reasonable time after acceptance of the Trail Segment, AVR shall retain a surveyor to prepare a center line description of each Trail Segment as built. The parties shall execute and record an amendment to the Trail Agreement which replaces or supplements Exhibit B with a new map which includes the surveyed center line descriptions. 898015.1 JTMACD 02/9/16 1:19 PM Following final acceptance of the Trail Segment by the BOCC, AVR and its successors in interest shall have a continuing obligation to maintain all Trail Segments to the standards set forth in Exhibit 1. Should AVR fail in its obligation to maintain a Trail Segment, the BOCC shall have the right, but not the obligation, to do so on AVR's behalf ten (10) calendar days after the provision of notice to AVR. Should the BOCC elect to maintain the Trail Segments on AVR's behalf as provided in this subparagraph, it shall provide AVR with a bill for maintenance expenses within thirty (30) days following the completion of the maintenance activities for which the BOCC seeks reimbursement. Should AVR fail to remit payment to the BOCC within thirty (30) days of the date of the bill for maintenance expenses, the BOCC shall be authorized to assess the unpaid amount against the AVR property. The amount so assessed shall be a lien against the AVR property until paid and shall have priority over all other liens except general taxes and prior special assessments. The assessment may be certified to the Pitkin County Treasurer and collected and paid over in the same manner as provided for the collection of taxes. The BOCC shall maintain the Parking Lots. TRAIL MANAGEMENT PRACTICES It is recognized that the day-to-day operations of the completed Trail Segments A and C will be the responsibility of OSTB. OSTB will also provide the following additional Trail Management Practices: Winter Closure. A winter closure of Trail Segment A and the Physically Challenged Trail will be in place from December 1st through April 30th of each winter season. The affected Trail Segments will be closed to all users, including the public, property owners within the Aspen Valley Ranch, their employees and guests except that property owners within Aspen Valley Ranch, their invitees and ranch employees may utilize AVR Lane (defined below) without restriction. Gates and signage will be placed at the parking area trailhead, at the entrance to the Physically Challenged Trail, and at the boundary with federal lands. These gates will be locked during the winter closure period. Appropriate signage will explain the winter closure and may provide other pertinent information about the Trail Segments. Access for the Physically Challenged. AVR has committed to provide access for physically challenged individuals and parties accompanying physically challenged individual(s) from the AVR ranch entrance on Upper River Road over the AVR ranch roads to the Red Canyon Trail above the Werk-Cook parcel. An individual is physically challenged if they meet the definition in the Trail Easement. A handicapped parking spot will be designated at the parking area on Upper River Road. AVR may, at its election, construct a separate trail parallel to West Pasture Lane and Aspen Valley Ranch Road for the Physically Challenged Trail. The Physically Challenged trail shall only be open to trail users who are physically challenged as defined in Paragraph 18 of the Trail Easement together with individuals accompanying or assisting such a physically challenged trail user. Use and misuse of the Physically Challenged Trail will be managed solely by OSTB Individuals who fit the definition of physically challenged set forth in the Trail Easement and who wish to use Physically Challenged Trail will first obtain a trail permit from OSTB prior to their use of the Easement. Access to the Physically Challenged Trail Easement will be open and unhindered by gates or other physical barriers outside of the closure periods. . AVR acknowledges that OSTB has sole enforcement authority regarding use of the Easement. 1) Restrictions on Use of the Trail Segments and Parking Lots: (a) No motorized vehicles, except for the mobility devices of physically challenged trail users, shall be allowed on any Trail Segment with the exception of Trail Segment C, except in case of emergencies. 898015.1 JTMACD 02/9/16 1:19 PDA (b) Dogs are allowed on all Trail Segments if kept on a leash and under control. (c) No horses or bicycles, other than those owned or utilized by AVR Permittees as defined in the Trail Easement, shall be allowed on the Physically Challenged Trail, except in case of emergencies. (d) Hunters, including commercial outfitters, shall be entitled to utilize the Parking Lots described in Section 4, below, and both Segments A and C during the annual hunting seasons designated by the Colorado Division of Parks and Wildlife each year that do not conflict with the winter trail closure from December 1 to April 30. Hunters shall not be entitled to use the Physically Challenged Trail at any time. Use of the Parking Lots and Trail Segments by hunters are subject to the following requirements and restrictions: i. All hunters, including commercial outfitters, must obtain a reservation in order to use the Parking Lots and Trail Segments at least seven (7) days prior to the date on which the hunting party departs from the Parking Lots. No reservation shall be required to return to the Parking Lots. A reservation shall be made with the AVR Ranch Manager(or such other person or entity as the OSTB may designate) by telephone or email. AVR shall provide and update the name, phone number and email address of the Ranch Manager and shall provide such information to the OSTB. The hunting party shall be required to provide copies of hunting licenses for any individual carrying a weapon. ii. The number of hunter reservations shall be limited to one hundred (100) individuals, including guides, per calendar year and shall be confirmed on a first come, first served basis. Reservations will not be accepted before June 1 of the year in which a hunting party will use the Parking Lots and the Trail Segments. iii. All commercial outfitters shall be licensed as such by the State of Colorado. iv. When hunters are using the Parking Lots and Trail Segments, all weapons shall be unloaded. v. The Parking Lots shall not be used to clean or dress animals killed by hunters. vi. AVR shall prepare and provide information regarding the hunter reservation system to OSTB for dissemination to hunters and outfitters. Such information shall include the telephone number or email address to be utilized in making reservations. (e) Use of all Segments of the Trail Easement with the exception of Trail Segment C shall be limited to daylight hours, except in case of emergencies. For the purpose of this restriction, daylight hours will be deemed to include one hour before sunrise and one hour after sunset. As mentioned above under "Winter Closure", gates and signage will be placed at the parking area trailhead, at the entrance to the Physically Challenged Trail, and at the boundary with federal lands. These gates can be closed during the night-time closure period. Appropriate signage will explain the night-time closure and may provide other pertinent information about the Trail Segments. (f) No portion of Trail Section A shall be available for use by the public until the Trail Segments have been accepted by the BOCC pursuant to this Plan, the BOCC has provided proof of insurance pursuant to Paragraph 10 of the Trail Easement, and construction has been completed pursuant this Plan. 898015 JTMACD 02/9/16 1:19 PM . EXHIBIT 1 To The TRAIL MANAGEMENT PLAN (Specifications for Trail Segments) Trail Segment A: Tread width 36" Maximum grade 12% for a maximum length of 50 feet. Trail out-slope or in-slope must be a minimum of 2% and maximum 4% No switchbacks, only climbing turns to allow bike travel. Remove all topsoil to the mineral soil layer. Only use rock water-bars, rolling or grade dips to provide drainage. Typical Trail Cross Section, Talus and Rubble Rock Section and Out-sloped Climbing Turn details are as follows: TYPICAL TRAIL CROS; $ECTION„$ «or to scare 131 Crab®d W dfh { dr'^aw:t L!Ly,tA uo<nns.':t%d .iyq{ppy .4stiiCg4 1,11bed 6"^' rr4.10W La4360‘ kl, mn? SiW*rcvaeng i*. ca +•Rm Molar •111110111101 S L a3aw sax 111111 1111111111111111111111 cans er+ J f 1 j i SSitt toanang n , 1 ..,„,„w/Jw..t... {II -4' I 30%to WS -'1./... SdY VT `��"� Sie trent r`,, y—iffi g3R< '''`I- 1Sap*'a.,*'g>. i 10%a 30% _ I 3 Ili scar SiCtkaet -+i .r I '//•✓ 1 t h ;tar , I i — ro% uta% _ /ia l 912.1 . 898015.1 JTMACD 02/9/16 1:19 PM TAWS AND RUBBLE _fQCK SECTION +m,Tc tt,u -, 0,4,4 4u...trA t ,...--, Cap%W., } 7t6I AC i) VAMN"t w.—AT cave, w.. t k y b1 A.pb1 tftarVtar. 1 1 by...ma11rd. 1 .,r. ._- I a y . f 4 ` 2 VY steetw titan y x N .ast piece Ota :st..*.tr rat«s. puTsIgPtp CLIMBING TURN cOT TO StatC r`-A ///,/#70/!", i5�.—P••t::cati;a. . d "64ts ba;. >+, O yt I," �%! Y.r!.n t66sia.M+2N. .----7." ) S..ctwrt fY 1,..8.4.Surf+ 6.46Sa 6,s.rw- JI s' i t %� 1 I t= //5;°// ,,,,/,'5,/,6(fS U9'•a• -� I /F //�p�/t1, f/,,,,,/, —'s+-A um.....a1 aw•b nq kr.. .e i.it uff..ET3 o sum to tot Clc.060 p1.AN VIEW Snr6.r GM Vs ^} �v ) 60,12,14 iw*q j i M 898015.1 JTMACD 02/9/16 1:19 PM Physically Challenged Trail (and Trail Segment A from parking lot to Segment B, and Trail Segment B): Tread width: 48" —60" Maximum Grade: 5% in general, with no more than 30% of the total length exceeding 8.3%, under the following parameters: - Maximum Running Slope of 8.3% for no more than 200-feet; - Maximum Running Slope of 10% for no more than 30-feet, and: - Maximum Running slope of 12.5% for 10-feet. Trail out-slope or in-slope must be a minimum of 2% and maximum 4%. No switchbacks or climbing turns allowed; Remove topsoil to a depth adequate to provide a solid platform for the base; Use only culverts or pipes for drainage; Typical trail cross-section is as follows: 5'WIDTH 2" COMPACTED CRUSHED FINES TOPSOIL BACKFILL 2% 2% (TYP.) 1 ,.(SII Eitli-1111 PROOF ROLLED AND 4" COMPACTED ROAD COMPACTED SUBGRADE SECTION (NO SLOPE) BASE MATERIAL 5'WIDTH 2" COMPACTED CRUSHED FINES TOPSOIL BACKFILL 2% 2% MT.) I ) I 1 4" COMPACTED ROAD PROOF ROLLED AND COMPACTED SUBGRADE BASE MATERIAL SECTION (SIDE SLOPE) NOTE: 1. NO PORTION OF THE TRAIL SHALL EXCEED 5% GRADE TO CONFORM TO AMERICANS WITH DISABILITIES ACT STANDARDS 5 WIDE PHYSICALLY CHALLENGED TRAIL (SEGMENT B) N.T.S e 898015.1 JTMACD 02/9/16 1:19 PM ZNT - 5hoPdi fi-490-r-c rete 5,0rad-elf SUBORDINATION AGREEMENT • Qi THIS AGREEMENT is made on this J7 day of September, 2015 by and between AVR AH, LLC, a Colorado Limited Liability Company, (the "Owner") of the Real Property hereinafter described (the "Property") and ALPINE BANK, present holder of the Deeds of Trust and Notes hereinafter described (the "Beneficiary"); WITNESSETH WHEREAS, AVR AH LLC, LLC, a Colorado Limited Liability Company, executed a Deed of Trust dated August 30, 2013, to the Public Trustee of Pitkin County, Colorado, for the benefit of Beneficiary and which encumbers the following described Property, to wit: See Exhibit A attached hereto and incorporated herein by this reference to secure a Note dated August 30, 2013, in the sum of Twenty One Million Six Hundred Thousand and 00/100 Dollars ($21,600,000.00) in favor of Alpine Bank, which Deed of Trust was recorded September 3, 2013 as Reception No. 603053 in the official records of said County; and WHEREAS, AVR AH LLC, LLC, a Colorado Limited Liability Company, executed a Deed of Trust dated September 3, 2015, to the Public Trustee of Pitkin County, Colorado, for the benefit of Beneficiary and which encumbers the following described Property, to wit: See Exhibit A attached hereto and incorporated herein by this reference to secure a Note dated September 3, 2015, in the sum of Four Million Five Hundred Thousand and 00/100 Dollars ($4,500,000.00) in favor of Alpine Bank, which Deed of Trust was recorded September 16, 2015 as Reception No. 623277 in the official records of said County; and WHEREAS, Owner will execute a document entitled Amended and Restated Agreement For Grant and Acceptance of Trail Easement (the "Amended and Restated Trail Agreement") for the benefit of Pitkin County which will also encumber the Property;and WHEREAS, it is a requirement of the Amended and Restated Trail Agreement that it shall unconditionally be and remain at all times a lien or charge upon the Property prior and superior to the lien or charge of the Deed of Trusts held by Beneficiary first above mentioned; and WHEREAS, it is the mutual benefit of the parties hereto that Amended and Restated Trail Agreement be executed by the Owner and Beneficiary is willing that the Amended and Restated Trail Agreement shall constitute a :lien or charge upon the Property which is unconditionally priorand superior to the lien or charge of the Deed of Trusts in favor of the Beneficiary, NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is hereby declared, understood and agreed as follows: 1. That the Beneficiary consents to and approves all provisions of the Amended and Restated Trail Agreement. 2 That said Amended and Restated Trail Agreement shall unconditionally be and remain at all times a lien or charge on the Property therein described, prior and superior to the liens or charges of the Deed of Trusts in favor of the Beneficiary. 3 That this Agreement shall be the whole and only Agreement with regard to the subordination of the lien or charge of the Deed of Trusts in favor of the Beneficiary to the lien or charges of the Amended and Restated Trail Agreement above referred. OWNER: AVR AH, LLC, a oitau o e• Lia. it ompany By: .fll:I ro,ke A. Peterson M. is ger BENEFICIARY: ALPINE BANK By: Name: 87/ tA//3 rt Title: Pr- - ;cr-c; (Notaries on next page) 2 STATE OF COLORADO ) ) ss. COUNTY OF PITKIN The foregoing instrument was acknowledged before me this 11 day of September 2015, by Brooke A. Peterson Manager of AVR AH LLC, a Colorado Limited Liability Company WITNESS my hand and official seal. My commission expires:(p -9- 2,01e JOANN LEDINOHAM NOTARY PUBLIC � I IIS L /_ O' STATE OF COLORADO NOTARY ID#20084022471 ,4otary Public MY COMMISSION EXPIRES JUNE 09,2018 r ' STATE OF COLORADO ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this if day of September 2015, by U2 u-1 roe m (-4)!I,TF as AnrrAoco.zvp Yi burfragi of Alpine Bank. WITNESS my hand and official seal. My commission expires: Oilit• 712019 / 41 BROOKE A. PETERSON • NOTARY PUBLIC N• ary Public STATE OF COLORADO NOTARY ID# 19874157701 MY COMMISSION EXPIRES APRIL 21.2017_ 3 EXHIBIT A to SUBORDINATION AGREEMENT (Legal description of AVR Property) PARCEL A: HOMESTEADS 1 THRU 9, AH, AGRICULTURAL FACILITIES PARCEL AND PARCELS I THRU VII, RURAL AND REMOTE PARCELS, according to the Subdivision Exemption Plat ASPEN VALLEY RANCH, recorded October 14, 2005 in Plat Book 76 at Pages 1 thru 18, inclusive, as Reception No. 516274, Corrected Sheet 1, recorded May 4, 2006 in Plat Book 79 at Page 31 as Reception No. 523731, the Second Amended Subdivision Exemption Plat recorded October 28, 2011 in Plat Book 78 at Page 49 as Reception No. 853892 and the Third Amendment to the Subdivision Exemption Plat regarding Homestead 8 and the Agricultural Facilities Parcel recorded August 22, 2014 in Plat Book 107 at Page 83, Reception No. 612808. PARCEL B: A tract of land situated in Lot 1, Section 4, and Lot 1, Section 5, Township 9 South, Range 85 West of the 6th P.M., more fully described as follows: Beginning at a point on the West line of Said Lot 1, Section 5 whence the Northwest corner of said Lot 1, Section 5 bears N 00°06'08"W 628.22 feet; thence N 00°06'08" W 628.22 feet to the Northwest corner of said Lot 1, Section 5; thence N 89°59'59" E 992.08 feet along the North line of said Lot 1, Section 5 and Lot 1, Section 4; thence S 00°00'00" W 823.12 feet to the center of Dry Woody Creek; thence S 45°1.1'00" W 23.22 feet along the center of Dry Woody Creek; thence S 52°12'00" W 195.35 feet along the center of Dry Woody Creek; thence S 79°41'00" W 263.65 feet along the center of Dry Woody Creek; thence N 56°00'00" W 676.38 feet to the point of beginning. BEING HISTORICALLY DESCRIBED AS FOLLOWS: A tract of land situated in Lot 1, Section 4, and Lot 1, Section 5, Township 9 South, Range 85 West of the 6(i' P.M., more filly described as follows: Beginning at a point on the West line of Said Lot 1, Section 5 whence the witness corner to the Southeast corner of said Section 5 bears S 04°33' E 2572.12 feet; thence N 626.37 feet to the Northwest corner of said Lot 1; thence East 989.82 feet along the North line of said Lot 1, Section 5 and Lot 1, Section 4; thence South 823.52 feet to the center of Dry Woody Creek; thence S 45°11' W 23.22 feet along the center of Dry Woody Creek; thence 79°41' W 263.65 feet along the center of Dry Woody Creek'; thence N. 56°W 674.97 feet to the West line of said Lot 1, Section 5, the point of beginning. SUBORDINATION AGREEMENT THIS AGREEMENT is made on this Jr day of September, 2015 by and between AVR AH, LLC, a Colorado Limited Liability Company, (the "Owner") of the Real Property hereinafter described (the "Property") and ALPINE BANK, present holder of the Deeds of Trust and Notes hereinafter described (the "Beneficiary"); WITNESSETH WHEREAS, AVR AH LLC, LLC, a Colorado Limited Liability Company, executed a Deed of Trust dated August 30, 2013, to the Public Trustee of Pitkin County, Colorado, for the benefit of Beneficiary and which encumbers the following described Property, to wit: See Exhibit A attached hereto and incorporated herein by this reference to secure a Note dated August 30, 2013, in the sum of Twenty One Million Six Hundred Thousand and 00/100 Dollars ($21,600,000.00) in favor of Alpine Bank, which Deed of Trust was recorded September 3, 2013 as Reception No. 603053 in the official records of said County; and WHEREAS, AVR AH LLC, LLC, a Colorado Limited Liability Company, executed a Deed of Trust dated September 3, 2015, to the Public Trustee of Pitkin County, Colorado, for the benefit of Beneficiary and which encumbers the following described Property, to wit: See Exhibit A attached hereto and incorporated herein by this reference to secure a Note dated September 3, 2015, in the sum of Four Million Five Hundred Thousand and 00/100 Dollars ($4,500,000.00) in favor of Alpine Bank, which Deed of Trust was recorded September 16, 2015 as Reception No. 623277 in the official records of said County; and WHEREAS, Owner will execute a document entitled Amended and Restated Agreement For Grant and Acceptance of Trail Easement (the "Amended and Restated Trail Agreement") for the benefit of Pitkin County which will also encumber the Property; and WHEREAS, it is a requirement of the Amended and Restated Trail Agreement that it shall unconditionally be and remain at all times a lien or charge upon the Property prior and superior to the lien or charge of the Deed of Trusts held by Beneficiary first above mentioned; and WHEREAS, it is the mutual benefit of the parties hereto that Amended and Restated Trail Agreement be executed by the Owner and Beneficiary is willing that the Amended and Restated Trail Agreement shall constitute a lien or charge upon the Property which is unconditionally prior and superior to the lien or charge of the Deed of Trusts in favor of the Beneficiary; NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is hereby declared, understood and agreed as follows: 1. That the Beneficiary consents to and approves all provisions of the Amended and Restated Trail Agreement. 2 That said Amended and Restated Trail Agreement shall unconditionally be and remain at all times a lien or charge on the Property therein described, prior and superior to the liens or charges of the Deed of Trusts in favor of the Beneficiaty. 3 That this Agreement shall be the whole and only Agreement with regard to the subordination of the lien or charge of the Deed of Trusts in favor of the Beneficiary to the lien or charges of the Amended and Restated Trail Agreement above referred. OWNER: AVRAH, LLC, a e e •• Lir ' es Lia. it ompany By: 41' • c i ro•ke A. Peterson M 1.ger BENEFICIARY: ALPINE BANK By: Name: 87/ i7-c?. Title: ci (Notaries on next page) • • 2 STATE OF COLORADO ) ) ss. COUNTY OF PITKIN ) The foregoing instrument was acknowledged before me this 1 day of September 2015, by Brooke A. Peterson Manager of AVR AH LLC, a Colorado Limited Liability Company WITNESS my hand and official seal. My commission expires:0 -n- Zo i r JOANN LY CM19.6148 NOTARY PUBLIC ��F,!� /� PUBLIC STATE OF COLORADO NOTARY ID#20084022471 fotary Public MY COMMISSION EXPIRES JUNE 09,2018 STATE OF COLORADO ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of September 2015, by IAD1 ..l ri m U.),/,TE as Awmoitylvt, 536,./rfrauif of Alpine Bank. WITNESS my hand and official seal. My commission expires: APR' . 21 -2.1477 / BROOKE A. PETERSON NOTARY PUBLIC N. ary Public STATE OF COLORADO NOTARY ID# 19874157701 MY COMMISSION EXPIRES APRIL 21.2017 3 EXHIBIT A to SUBORDINATION AGREEMENT (Legal description of AVR Property) PARCEL A: HOMESTEADS 1 THRU 9, AH, AGRICULTURAL FACILITIES PARCEL AND PARCELS I THRU VII, RURAL AND REMOTE PARCELS, according to the Subdivision Exemption Plat ASPEN VALLEY RANCH, recorded October 14, 2005 in Plat Book 76 at Pages 1 tlru 18, inclusive, as Reception No. 516274, Corrected Sheet 1, recorded May 4, 2006 in Plat Book 79 at Page 31 as Reception No. 523731, the Second Amended Subdivision Exemption Plat recorded October 28, 2011 in Plat Book 78 at Page 49 as Reception No. 853892 and the Third Amendment to the Subdivision Exemption Plat regarding Homestead 8 and the Agricultural Facilities Parcel recorded August 22, 2014 in Plat Book 107 at Page 83, Reception No. 612808. PARCEL B: A tract of land situated in Lot 1, Section 4, and Lot 1, Section 5, Township 9 South, Range 85 West of the 6th P.M., more fully described as follows: Beginning at a point on the West line of Said Lot 1, Section 5 whence the Northwest corner of said Lot 1, Section 5 bears N 00°06'08"W 628.22 feet; thence N 00°06'08" W 628.22 feet to the Northwest corner of said Lot 1, Section 5; thence N 89°59'59" E 992.08 feet along the North line of said Lot 1, Section 5 and Lot 1, Section 4; thence S 00°00'00" W 823.12 feet to the center of Dry Woody Creek; thence S 45°l 1'00" W 23.22 feet along the center of Dry Woody Creek; thence S 52°12'00" W 195.35 feet along the center of Dry Woody Creek; thence S 79°41'00" W 263.65 feet along the center of Dry Woody Creek; thence N 56°00'00" W 676.38 feet to the point of beginning. BEING HISTORICALLY DESCRIBED AS FOLLOWS: A tract of land situated in Lot 1, Section 4, and Lot 1, Section 5, Township 9 South, Range 85 West of the 6th P.M., more fully described as follows: Beginning at a point on the West line of Said Lot 1, Section 5 whence the witness corner to the Southeast corner of said Section 5 bears S 04°33' E 2572.12 feet; thence N 626.37 feet to the Northwest corner of said Lot 1; thence East 989.82 feet along the North line of said Lot 1, Section 5 and Lot 1, Section 4; thence South 823.52 feet to the center of Dry Woody Creek; thence S 45°11' W 23.22 feet along the center of Dry Woody Creek; thence 79°41' W 263.65 feet along the center of Dry Woody Creek'; thence N. 56°W 674.97 feet to the West line of said Lot 1, Section 5, the point of beginning. RECEPTION#: 628170, UJ!ZU/GU10 at 11:41:30 AM, /lo RECEPTION#: 628069, 03/25/2016 at i of 17, R $0.00 Doc Code EASEMENT e ( NTRACT# 01:5705 PM, Janice K.Vos Caudill, Pitkin County, CC 1 OF 17, R $0.00 Doc Code EASEMENT AMENDED AND RESTATED Janice K. Vos Caudill, Pitkin County, CO AGREEMENT FOR GRANT AND ACCEPTANCE OF TRAIL EASEMENT THIS AMENDED AND RESTATED AGREEMENT FOR GRANT AND Ac'EPTANCE OF TRAIL EASEMENT (this "Agreement") is dated as of the j.q1 'day of YG4I , 2016, by and between AVR AH, LLC, a Colorado limited liability company ("AVR") add the BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, CO COLORADO, a political subdivision of the State of Colorado (the "BOCC"). Recitals A. AVR is the owner in fee simple of that certain real property which is ' ^ legally described in Exhibit A attached hereto (the "AVR Property"). J 6 B. The BOCC is the governing body of Pitkin County, Colorado, a political �, subdivision of the State of Colorado (the "County"), and has certain authority both with respect to land use within the County and with respect to public rights-of-way. C. AVR' predecessor in interest and the BOCC have agreed in that certain Settlement Agreement dated February 9, 2011 that AVR's predecessor in interest was to dedicate, grant and convey unto the BOCC certain non-exclusive easements for the benefit of the public, and the BOCC shall accept such dedication, grant and conveyance. That Agreement was memorialized in the Agreement for Grant and Acceptance of Trail Easement dated February 9, 2011 (Reception 583885) which is referred to herein as the"2011 Trail Easement." `V D. Thearties desire to amend and ret the restate t e terms and conditions of the -.6 2011 Trail Easement as set forth herein, and to repeal and replace the 2011 Trail Easement with O this document. Agreement 3 U NOW THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby `- acknowledged, the BOCC and AVR hereby agree as follows: t 1. Recitals. The Recitals set forth above are incorporated into and made a part of this Agreement. 2. 2011 Trail Easement Terminated. The 2011 Trail Easement shall automatically terminate upon the execution and recording of this Agreement and shall thereafter be of no further force or effect. 3. Definitions. In this Agreement, the following terms have the meanings set forth below: (a) "AVR Permittees"means AVR and any current or future owner of any portion of the AVR Property, and their respective successors, assigns, grantees and mortgagees, together with such parties' respective agents, guests. employees, licensees, invitees. contractors, tenants and subtenants, and all persons who now or hereafter own or hold any possessory interest in any portion of the AVR Property, and together with the respective agents, guests, employees, licensees, invitees and contractors of any of the foregoing. (b) "BLM Property" means the property owned by the Bureau of Land Management adjacent to the AVR Property on the north. (c) "BOCC Permittees" means the BOCC, together with its respective agents, employees, licensees, and contractors, and together with the respective agents, employees, licensees, invitees and contractors of any of the foregoing. (d) "Emergency" means an event posing a bona-fide threat to life, health or safety. (e) "Maintenance Easement" has the meaning set forth in Paragraph 6 of this Agreement. (f) "Parking Easement" has the meaning set forth in Paragraph 5 of this Agreement. (g) "Parking Lots" means the parking lots to be constructed and dedicated pursuant to the Parking Easement, the locations of which are depicted upon Exhibit B attached hereto and incorporated herein. (h) "Party" means AVR and the BOCC, and their respective successors and assigns. (i) "Records" means the records of the Clerk and Recorder of Pitkin County, Colorado. (j) "Responsible Party" means the party responsible for the payment or performance of any obligations hereunder, as indicated by the context in which such term is used. (k) "Trail Easement" has the meaning set forth in Paragraph 4 of this Agreement and includes the Trail Segments. (1) "Trail Management Plan" means the supplemental plan for operation and management of the Trail Easement as set forth in Exhibit C. (m) "Trail Segment" or "Trail Segments" mean those segments of the Trail Easement as described in Paragraph 4 of this Agreement and on Exhibit B. 4. Grant of Trail Easement. (a) AVR hereby grants and conveys to the BOCC, for the exclusive use and benefit of the public (which shall include AVR Permittees), an irrevocable and perpetual trail easement over that portion of the AVR Property depicted on Exhibit B. Trail Segment A shall, among other things, provide access to public lands located in Red Canyon and, in the case of the Trail Segment C, Triangle Peak. The Trail Easement shall be an easement appurtenant to and burdening the ownership of the AVR Property. The Trail Easement includes the following Trail Segments: (i) Segment A—Parking Lot to connection with Red Canyon Trail. (Multiple Use). (ii) Segment B—Segment A to Aspen Valley Ranch Road. (Future possible relocation of a portion of the physically challenged trail easement as described in Paragraph 19). (iii) Segment C - Parking Lot to Triangle Peak Road. (iv) Physically Challenged Trail Easement—Aspen Valley Ranch entrance gate to Red Canyon Trail. (b) All Trail Segments shall be constructed in accordance with the specifications set forth in the Trail Management Plan (Exhibit C). Trail Segments A and C may be used and enjoyed by all members of the public for hiking, biking and horseback riding, subject to the Trail Management Plan. The Physically Challenged Trail Easement will be restricted to use only by Physically Challenged individuals as defined in Paragraph 19 below. 5. Grant of Parking Easement. AVR hereby grants and conveys to the BOCC, for the exclusive use and benefit of the public (which shall include AVR Permittees), an irrevocable and perpetual parking easement (the "Parking Easement") over the Parking Lots for the purpose of providing parking to members of the public. The Parking Easement shall be an easement appurtenant to and burdening the ownership of the AVR Property. The Parking Easement may be used and enjoyed by members of the public, subject to such reasonable regulations as the BOCC may enact. Use of the Parking Lots shall be limited to recreationalists and BOCC Permittees engaged in maintenance of the Parking Lots or trails. Overnight parking may be allowed at the discretion of the BOCC, but camping in the Parking Lots shall be prohibited. The BOCC shall have the obligation to erect within the Parking Easement signage concerning usage of the Parking Lots, Trail Easements and surrounding areas. 6. Grant of Maintenance Easement. AVR hereby grants and conveys to the BOCC, for the use and benefit of the BOCC Permittees, an irrevocable and perpetual maintenance easement (the "Maintenance Easement") over the Parking Lots, Trail Easement and such portions of the AVR Property adjoining the Parking Lots or Trail Easement as may be reasonably necessary after the trails are constructed in order to facilitate the BOCC Permittees' obligations pursuant to the Trail Management Plan and to allow BOCC Permittees to perform trail maintenance if AVR does not, as provided in the Trail Management Plan (Exhibit C). The Maintenance Easement shall be non-exclusive in all respects, and AVR reserves all rights to use and enjoy the Maintenance Easement for any purposes which do not materially and unreasonably interfere with the BOCC's rights as set forth in the Trail Management Plan to perform maintenance upon the trails subject to the Trail Easement or the Parking Lots. 7. AVR Construction Obligations. AVR agrees to construct, at its sole cost, The Parking Lots and Trail Segments subject to the Trail Easement in accordance with the Trail Management Plan (Exhibit C). Following completion of Trail Segment A, AVR shall obtain, at its expense, an as built survey of the centerline of the Trail. The Parties shall then execute and record a supplement to this Easement which provides that the surveyed description of Trail Segment A shall replace the general description contained on Exhibit B. 8. Default. If a Responsible Party fails to discharge its obligations hereunder, the other Party may give written notice thereof to the Responsible Party. If the Responsible Party does not cure such failure within sixty (60) days after its receipt of such notice, then the non-defaulting Party shall have the right, but not the obligation, to cure such failure. If a Party elects to cure the other Party's failure under this paragraph, then the defaulting Party shall, within ten (10) days after written demand by the other Party (accompanied by invoices setting forth in reasonable detail the costs incurred by such Party), reimburse it for the reasonable costs and expenses incurred in connection therewith, together with interest thereon from the date of such demand until paid at the rate of 8% per annum. Nothing herein shall be construed to grant AVR the power to enforce the Pitkin County Code. 9. Mechanics' Liens. If, by virtue of any work undertaken by, through or under a Party pursuant to this Agreement, any mechanics' lien claim is recorded in the Records against any real property interest of the other Party (the "Liened Party"), then the Party responsible for the payment of the work giving rise to such lien claim shall cause such lien claim to be released and discharged of Record (by payment, bonding or other available process) within sixty (60) days after recordation of the claim, provided that in any case such release and discharge must be secured prior to any foreclosure of such lien or any conveyance or disposition of the encumbered property interest pursuant to such lien. If such release and discharge is not timely secured, then the Liened Party, at its election and without obligation to do so, may secure the release and discharge of the lien claim through its own efforts, whether by payment, bonding or otherwise, and the Liened Party shall be entitled to recover from the Responsible Party all costs and expenses, including reasonable attorneys' fees, that the Liened Party may incur in connection therewith within thirty (30) days after written demand therefor (accompanied by invoices setting forth in reasonable detail the costs incurred by such Party), together with interest thereon from the date of such demand until paid at the rate of 8% per annum. 10. Insurance. The Parties acknowledge and agree that this Agreement creates an easement for Recreational Purposes as defined in C.R.S. Section 33-41-101, et seq., and the easements created herein are subject to the limitations of liability set forth therein. 11. Rio Grande Trail Easement. AVR hereby agrees to grant an easement, in an alignment to be determined by the County within the portion of the AVR Property no more than twelve (12) feet in width as shown on Exhibit B that will allow non-motorized access to the Rio Grande Trail by hikers, bikers and horseback riders. The County will be responsible for the preparation of such documents and legal descriptions as may reasonably be required to establish and describe the easement and shall be responsible for the construction, maintenance and repair of a trail to be located within the easement. 12. Remedies Cumulative. The Parties' rights hereunder shall be cumulative with and in addition to, and not exclusive of, any other remedies available to the parties at law or equity for any breach or default of their respective obligations hereunder. Notwithstanding the foregoing, no breach of this Agreement shall entitle either Party to cancel, rescind or otherwise terminate this Agreement. 13. Covenants Running With the Land. The BOCC and AVR hereby agree that the covenants and agreements set forth herein shall be binding upon and inure to the benefit of their respective successors and assigns, and shall run with the land. This Agreement shall be recorded in the Records, and shall serve as notice to and shall be binding upon and inure to the benefit of the Parties and upon the successive owners of the AVR Property. -4- 14. Subordination. It is AVR's intent that all deeds of trust, mortgages and other financing instruments encumbering the AVR Property (collectively, "Mortgages") shall be junior and subordinate to the Easements and other rights created by this Agreement. In furtherance of such intent, AVR shall cause the holders of any and all Mortgages encumbering the AVR Property to consent to this Agreement and to acknowledge that its Mortgage is subordinate to this Agreement. 15. Estoppel. Each Party, upon the request of the other Party, will certify to any person or entity designated by the requesting Party as to the existence or absence of any breaches of this Agreement. 16. Notices. Any notice or demand under this Agreement shall be in writing and shall be deemed given, received and served (a) upon personal delivery or upon verified transmission by telecopier or similar facsimile transmission device, (b) on the third business day after mailing, postage prepaid, by registered or certified mail, return receipt requested, or (c) on the first business day after receipted delivery to a nationally recognized courier service which guarantees next-business-day delivery, delivery charges prepaid, in each case addressed as follows: If to the BOCC: Pitkin County Attorney's Office 530 E. Main St., Suite 302 Aspen, CO 81611 Attn: Facsimile: (970) 920-5198 If to AVR: AVR AH, LLC Attention: Brooke A. Peterson 514 East Hyman Avenue Aspen Colorado 81611 With a copy to: David J. Myler The Myler Law Firm, P.C. 211 Midland Avenue, Suite 201 Basalt, CO 81621 17. Aspen Valley Downs Homeowners' Association. The parties acknowledge and agree that the provisions of the Trail Management Plan (Exhibit C) entitled "Trail Management Practices" benefit and shall be enforceable by the Aspen Valley Homeowners Association, Inc. The Association shall have no right to enforce any other provisions of this Agreement. 18. Replacement of 2005 Trail Easement. In addition to amending and restating the terms and conditions of the 2011 Trail Easement, this easement replaces the previous Trail Easement by and between SGS-Ranch, LLC and the BOCC dated October 12, 2005 (Reception No. 516271). -5- 19. Physically Challenged Trail. The intent of the Physically Challenged Trail is to provide safe, easy access for physically challenge individuals and their companions. As required under the Pitkin County Board of Commissioners Resolution #069- 2014, a public trail easement restricted to use by individuals who are physically challenged is provided under this easement and shown on Exhibit B. For the purpose of this restriction, an individual will be considered physically challenged if he or she is unable to utilize Trail Segment A, as constructed, due to a disability that is physical, cognitive, sensory, emotional, developmental, or some combination thereof. Such disability may be present from birth or occurring during a person's lifetime. For the purpose of this definition, a disability includes impairment and activity limitations. An "impairment" is a problem in body function or structure, and an "activity limitation" is a difficulty encountered by an individual in the execution of a task or action. Physically challenged individuals may be accompanied in the use of the Physically Challenged Trail by a reasonable number of friends, family members and/or health providers. Use of this Easement for access by physically challenged individuals will be managed by the Pitkin County Open Space and Trails Board ("OSTB"). AVR will not obstruct or otherwise close access to the physically challenged trail with any man-made impediment or device outside of the closure periods described in the Trail Management Plan (Exhibit C). AVR acknowledges that OSTB has sole enforcement authority regarding use of the Easement. The "Physically Challenged Trail Segment" begins at the ranch entrance gate and ends at the north property boundary at the Red Canyon Trail as per Pitkin County Board of Commissioners Resolution #069-2104. AVR is allowed to construct a separate trail adjacent to the roadways that the easement follows. In addition, AVR may relocate a section of the Physically Challenged Trail along Segment B (see Exhibit B) from Segment A to Aspen Valley Ranch Road upon acceptance of this route by the County. Segment B, if accepted, will replace that portion of the Physically Challenged Trail Easement between the entry gate to Aspen Valley Ranch and a point east of the property line between Homestead 1 and Homestead 2 of Aspen Valley Ranch along Aspen Valley Ranch Road. (See Exhibit B). Upon the acceptance of Segment B, the parties shall execute an amendment to this Agreement terminating the easement upon that portion of the Physically Challenged Trail Easement between the entry gate to Aspen Valley Ranch and a point east of the property line between Homestead 1 and Homestead 2 of Aspen Valley Ranch along Aspen Valley Ranch Road. AVR shall be entitled, at its election, to install a telephone at the entrance to the Physically Challenged Trail Segment together with signage requesting that trail users, on a voluntary basis, call AVR personnel to alert them that such users will be on the trail. In addition, AVR shall be entitled, at its election, to place a log book at the entrance to the Physically Challenged Trail Segment together with signage requesting that users of that Trail Segment,on a voluntary basis, sign in before using the Trail Segment by providing their name and the date and time of Trail Segment use. Wording on the signage at the log and phone location shall be agreed to by both parties. 20. Entire Agreement. Each Party acknowledges that this Agreement sets forth the entire agreement and understanding of the Parties with respect to this Agreement and that no oral or other agreements, understandings, representations, or warranties, other than those set forth in this Agreement, exist with respect to the subject matter hereof. -6- 21. No Waiver. In no event shall any failure by either Party to enforce any covenant or restriction contained in this Agreement be deemed a waiver of the right to enforce such covenant or restriction thereafter. 22. Governing Law. The terms and provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of Colorado. Venue for any and all disputes shall be in Pitkin County District Court. 23. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed a duplicate original. [This Space Intentionally Left Blank. Signatures and Notaries on the Following Pages.] -7- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. THE BOCC: THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, a political subdivision of the State •f •rado Oga9-415(f• STATE OFF/1e /6 ) ) ss. COUNTY OF it/4/4( ) The foregoing instrume asck owledged before me this �� day of r /04, 2016, by e/ £ flah.A.r4 , as Chair of the Board of County Commissioned of Pitkin County, Colorado, a political subdivision of the State of Colorado. q 171 %aeJ 111 ae&shy //let. e46,1,- Witness la.'rWitness my hand and official seal. My commission expires: 7-/5 do be, . __NOTARY PUBLIC N tary Public MY 00 69IODlsd II.2011 -8- AVR: F , : Colo . •o limited liability nn,,,,II ,, A. Pe erson, is 'anager STATE OF Cah ) ss. COUNTY OF Ptk1 .ii.)_ ) The foregoing instrument was acknowledged before me this 9 day of ' 1')f 1Z_`' , 2016, by Brooke A. Peterson, as Manager of AVR AH, LLC. Witness my hand and official seal. My commission expires: (o - Z-0112) VL JOANN LEDINOHAM tart' Public NOTARY PUBLIC STATE OF COLORADO NOTARY ID•20064022471 MY COMMISSION EXPIRES JUNE 09.2016 -9- EXHIBIT A to EASEMENT AGREEMENT (Legal description of AVR Property) PARCEL A: HOMESTEADS 1 THRU 9, AH, AGRICULTURAL FACILITIES PARCEL AND PARCELS I THRU VII, RURAL AND REMOTE PARCELS, according to the Subdivision Exemption Plat ASPEN VALLEY RANCH, recorded October 14, 2005 in Plat Book 76 at Pages 1 thru 18, inclusive, as Reception No. 516274, Corrected Sheet 1, recorded May 4, 2006 in Plat Book 79 at Page 31 as Reception No. 523731, the Second Amended Subdivision Exemption Plat recorded October 28, 2011 in Plat Book 78 at Page 49 as Reception No. 853892 and the Third Amendment to the Subdivision Exemption Plat regarding Homestead 8 and the Agricultural Facilities Parcel recorded August 22, 2014 in Plat Book 107 at Page 83, Reception No. 612808. PARCEL B: A tract of land situated in Lot 1, Section 4, and Lot 1, Section 5, Township 9 South, Range 85 West of the 6th P.M., more fully described as follows: Beginning at a point on the West line of Said Lot 1, Section 5 whence the Northwest corner of said Lot 1, Section 5 bears N 00°06'08" W 628.22 feet; thence N 00°06'08" W 628.22 feet to the Northwest corner of said Lot 1, Section 5; thence N 89°59'59" E 992.08 feet along the North line of said Lot 1, Section 5 and Lot 1, Section 4; thence S 00°00'00" W 823.12 feet to the center of Dry Woody Creek; thence S 45°11'00" W 23.22 feet along the center of Dry Woody Creek; thence S 52°12'00" W 195.35 feet along the center of Dry Woody Creek; thence S 79°41'00" W 263.65 feet along the center of Dry Woody Creek; thence N 56°00'00" W 676.38 feet to the point of beginning. BEING HISTORICALLY DESCRIBED AS FOLLOWS: A tract of land situated in Lot 1, Section 4, and Lot I, Section 5, Township 9 South, Range 85 West of the 6th P.M., more fully described as follows: Beginning at a point on the West line of Said Lot 1, Section 5 whence the witness corner to the Southeast corner of said Section 5 bears S 04°33' E 2572.12 feet; thence N 626.37 feet to the Northwest corner of said Lot 1; thence East 989.82 feet along the North line of said Lot 1, Section 5 and Lot 1, Section 4; thence South 823.52 feet to the center of Dry Woody Creek; thence S 45°11' W 23.22 feet along the center of Dry Woody Creek; thence 79°41' W 263.65 feet along the center of Dry Woody Creek'; thence N. 56° W 674.97 feet to the West line of said Lot 1, Section 5, the point of beginning. 02/9/16 1 19 Pit EXHIBIT B :• �•. rt. • Ig 3._,44,- -,, , . ASPEN VALLEY RANCH ; '`, • r,: s• .,, Y .��• t y ly .c•,' {• {k^• * A r ,''' ♦ .. Trail Easements, Trail Segments, �,d' t 7 „k•••••.' - �{$4 = ► :;�.,v I Parking Lots and Parkin Easements 11 �' ' '�` ` �” s` r,�� . • w•' i " + i ,rf t.Ace ! tC, 0 ‘�•.`.j air . •. ri'j,.;. .« 41,- .. r !'� �r • P • 7.. , , + of f't�i r`'_,; + ' r' 11. " i ,� �' '7 •13, 4 ;�„ •r' 4' •,S.r •r• ..4- S }.'• '•;•t• X...y •+ y, �M' •• ,+r�l, 'L a.+pa 1':,,j{ R r.1`'��+i�" �i�! 'N `� j s��"�* l l�i� 0. �< 'fti Trail Segment A .y �.��.. M1r�`� ,l ! •Sii L r;qt •• % 4' y¢jy •�Sy{h �!'- ,.rr a<.. w'• f F f , Z_• .1 •0'C. `u •. 1••t.i .' �,-A4�R i<'• $ e ,,,,:jv.{i,,1 i�•.1., ' ' •4,,, •% i••5 i rY_.. :+•: �. ,, .. ,4,.^�., 'r 1 tiff 4 ;i;4. s'' .7, _ `.,r ,t' J _ - "= •y• _ •, ' . . r, ; / 16 # Trail Segment C J . . . ' f•,7, ,.. .. • a ••-at tom` ,• __ "•.1 -•r., t. •�• lei _•_•_••• }'4.V:, . Y`� ' 1R 't Y ly�, ,�1' 1". l r^F xt ir�•Ft• SV f . ►+�. ` " air • If 1.14, Pte•: j: 'W.t W • F��• . Parkin. Lots a• - ^ r „ • ti ., tz 7 Ir. .f� +f es. wa „ at , `y .¢ a: 7 elailit 4 4147".4 1 ' _'� �.� \` i� 00...'"..1% iati 45.Mewl "••• �1' t . • ♦• I Mr El •• �M AIM Cat \ L� a `\\ Trail Segment B "- •: \`.. Physically ,. . . Challenged ` \ Trail dr;t ' *.r. -.*.. al " N'.p MO MMM ` IXC \ A .'L'i % 44411416 SINIMMIS 11 - \ \ / ' —7 it lik, \ \ `+fes 4x ... 041 I, - -+ -;y, 4 IllMit e qatg t/ ikt -4. ♦ . t1a EXHIBIT C ASPEN VALLEY RANCH TRAIL MANAGEMENT PLAN PURPOSE/OBJECTIVES The purpose of this Trail Management Plan (the"Plan") is to guide the parties in the implementation and administration of the terms and conditions of the Trail Easement and the trailhead parking for a trail generally known as the Red Canyon Trail, having been established within Aspen Valley Ranch pursuant to the Amended and Restated Agreement for Grant and Acceptance of Trail Easement. More specifically, the objectives of the Plan are as follows: 1. To make sure that Trail Segment A is constructed as described in the Trail Easement in compliance with the specifications attached as Exhibit 1; 2. To provide for winter closure of the Trail Segments (with the exception of Trail Segment C); 3. To provide access for physically challenged individuals through AVR on the Physically Challenged Trail as described in the Trail Easement; 4. If approved by the County, to allow for the construction of a replacement route for the Physically Challenged Trail along Segment B and the portion of Trail Segment A between Segment B and the Parking Lot. This trail, if constructed, will conform to the standards as described in Exhibit 1; After acceptance, this trail segment will replace the Physically Challenged Trail between the AVR entrance gate and the property line between Homesteads 1 and 2 of AVR (see Exhibit B of trail easement). TRAIL ALIGNMENT AND CONSTRUCTION AVR and Pitkin County, through its Open Space and Trails Board ("OSTB"), have mutually determined the alignment of the Trail Segments. AVR will then construct the Trail Segments to the specifications included within Exhibit 1. at its own cost using a trail contractor suitable to the County. Additional components of the trail construction and operation include the following: 1. An interpretive sign or plaque will be placed by AVR on the Main Trail above the Bourg Homestead and Barn to inform trail users about the history of the property and the buildings. AVR will coordinate with OSTB regarding the location and design of the sign or plaque prior to installation. 2. OSTB shall erect signage concerning usage of the Parking Lots, Trail Segments and surrounding areas. 3. AVR will improve wildlife habitat as recommended by the Colorado Department of Parks and Wildlife (CDPW) Upon completion of a Trail Segment(A or B), as described in the Trail Easement, AVR shall notify OSTB that the Trail Segment is ready for acceptance and that the Trail Segment has been constructed and completed in accordance with Exhibit 1. Upon satisfaction of this requirement, the OSTB or designated consultants shall promptly inspect the Trail Segment and shall, within five (5) days following the inspection, notify AVR in writing of non-acceptance or acceptance of the Trail Segments. If the Trail Segment is not accepted, the reasons for non-acceptance shall be stated and reasonable corrective measures shall be outlined. If the OSTB fails to provide any notice of non-acceptance within the five (5) day period, the Trail Segment shall be deemed to be accepted as complete. If any corrective measures are required, AVR shall notify OSTB upon completion of such corrective measures, and the same procedures shall apply to the OSTB's review and inspection of the corrective measures until such time as the Trail Segment are ready for final acceptance. Within a reasonable time after acceptance of the Trail Segment, AVR shall retain a surveyor to prepare a center line description of each Trail Segment as built. The parties shall execute and record an amendment to the Trail Agreement which replaces or supplements Exhibit B with a new map which includes the surveyed center line descriptions. 898015 1 JTMACD 02/9/16 1 19 PM Following final acceptance of the Trail Segment by the BOCC, AVR and its successors in interest shall have a continuing obligation to maintain all Trail Segments to the standards set forth in Exhibit 1. Should AVR fail in its obligation to maintain a Trail Segment, the BOCC shall have the right, but not the obligation, to do so on AVR's behalf ten (10) calendar days after the provision of notice to AVR. Should the BOCC elect to maintain the Trail Segments on AVR's behalf as provided in this subparagraph, it shall provide AVR with a bill for maintenance expenses within thirty (30) days following the completion of the maintenance activities for which the BOCC seeks reimbursement. Should AVR fail to remit payment to the BOCC within thirty (30) days of the date of the bill for maintenance expenses, the BOCC shall be authorized to assess the unpaid amount against the AVR property. The amount so assessed shall be a lien against the AVR property until paid and shall have priority over all other liens except general taxes and prior special assessments. The assessment may be certified to the Pitkin County Treasurer and collected and paid over in the same manner as provided for the collection of taxes. The BOCC shall maintain the Parking Lots. TRAIL MANAGEMENT PRACTICES It is recognized that the day-to-day operations of the completed Trail Segments A and C will be the responsibility of OSTB. OSTB will also provide the following additional Trail Management Practices: Winter Closure. A winter closure of Trail Segment A and the Physically Challenged Trail will be in place from December 1st through April 30th of each winter season. The affected Trail Segments will be closed to all users, including the public, property owners within the Aspen Valley Ranch, their employees and guests except that property owners within Aspen Valley Ranch, their invitees and ranch employees may utilize AVR Lane (defined below) without restriction. Gates and signage will be placed at the parking area trailhead, at the entrance to the Physically Challenged Trail, and at the boundary with federal lands. These gates will be locked during the winter closure period. Appropriate signage will explain the winter closure and may provide other pertinent information about the Trail Segments. Access for the Physically Challenged. AVR has committed to provide access for physically challenged individuals and parties accompanying physically challenged individual(s)from the AVR ranch entrance on Upper River Road over the AVR ranch roads to the Red Canyon Trail above the Werk-Cook parcel. An individual is physically challenged if they meet the definition in the Trail Easement. A handicapped parking spot will be designated at the parking area on Upper River Road. AVR may, at its election, construct a separate trail parallel to West Pasture Lane and Aspen Valley Ranch Road for the Physically Challenged Trail. The Physically Challenged trail shall only be open to trail users who are physically challenged as defined in Paragraph 18 of the Trail Easement together with individuals accompanying or assisting such a physically challenged trail user. Use and misuse of the Physically Challenged Trail will be managed solely by OSTB. Individuals who fit the definition of physically challenged set forth in the Trail. Access to the Physically Challenged Trail Easement will be open and unhindered by gates or other physical barriers outside of the closure periods. AVR acknowledges that OSTB has sole enforcement authority regarding use of the Easement. 1) Restrictions on Use of the Trail Segments and Parking Lots: (a) No motorized vehicles, except for the mobility devices of physically challenged trail users, shall be allowed on any Trail Segment with the exception of Trail Segment C, except in case of emergencies. 898015.1 JTMACD 03/28/16 1 I:20 AM (b) Dogs are allowed on all Trail Segments if kept on a leash and under control. (c) No horses or bicycles, other than those owned or utilized by AVR Permittees as defined in the Trail Easement, shall be allowed on the Physically Challenged Trail, except in case of emergencies. (d) Hunters, including commercial outfitters, shall be entitled to utilize the Parking Lots described in Section 4, below, and both Segments A and C during the annual hunting seasons designated by the Colorado Division of Parks and Wildlife each year that do not conflict with the winter trail closure from December 1 to April 30. Hunters shall not be entitled to use the Physically Challenged Trail at any time. Use of the Parking Lots and Trail Segments by hunters are subject to the following requirements and restrictions: i. All hunters, including commercial outfitters, must obtain a reservation in order to use the Parking Lots and Trail Segments at least seven (7) days prior to the date on which the hunting party departs from the Parking Lots. No reservation shall be required to return to the Parking Lots. A reservation shall be made with the AVR Ranch Manager(or such other person or entity as the OSTB may designate) by telephone or email. AVR shall provide and update the name, phone number and email address of the Ranch Manager and shall provide such information to the OSTB. The hunting party shall be required to provide copies of hunting licenses for any individual carrying a weapon. ii. The number of hunter reservations shall be limited to one hundred (100) individuals, including guides, per calendar year and shall be confirmed on a first come, first served basis. Reservations will not be accepted before June 1 of the year in which a hunting party will use the Parking Lots and the Trail Segments. iii. All commercial outfitters shall be licensed as such by the State of Colorado. iv. When hunters are using the Parking Lots and Trail Segments, all weapons shall be unloaded. v. The Parking Lots shall not be used to clean or dress animals killed by hunters. vi. AVR shall prepare and provide information regarding the hunter reservation system to OSTB for dissemination to hunters and outfitters. Such information shall include the telephone number or email address to be utilized in making reservations. (e) Use of all Segments of the Trail Easement with the exception of Trail Segment C shall be limited to daylight hours, except in case of emergencies. For the purpose of this restriction, daylight hours will be deemed to include one hour before sunrise and one hour after sunset. As mentioned above under "Winter Closure", gates and signage will be placed at the parking area trailhead, at the entrance to the Physically Challenged Trail, and at the boundary with federal lands. These gates can be closed during the night-time closure period. Appropriate signage will explain the night-time closure and may provide other pertinent information about the Trail Segments. (f) No portion of Trail Section A shall be available for use by the public until the Trail Segments have been accepted by the BOCC pursuant to this Plan, the BOCC has provided proof of insurance pursuant to Paragraph 10 of the Trail Easement, and construction has been completed pursuant this Plan. 898015,1 JTMACO 0:/9/16 119 PSI EXHIBIT 1 To The TRAIL MANAGEMENT PLAN (Specifications for Trail Segments) Trail Segment A: Tread width 36" Maximum grade 12% for a maximum length of 50 feet. Trail out-slope or in-slope must be a minimum of 2% and maximum 4% No switchbacks, only climbing turns to allow bike travel. Remove all topsoil to the mineral soil layer. Only use rock water-bars, rolling or grade dips to provide drainage. Typical Trail Cross Section, Talus and Rubble Rock Section and Out-sloped Climbing Turn details are as follows: TYPICAL TRAIL CROSS SECTION] “OT TO SC4C .++w.,1 m saah w...In yIbOY i u T/011bfd Width i Tq.p . amIcoI .d 6-+ I Trd+bfd :KIrcn M6lh CM"! I TOladl ";4\ I I fun�.•<r I • i + , 4N.""'oxnqalo r 7\ 1 i [annen I I I 171 r T`_ 3/.ea,cn N I I y- i sone COMCFT Sm.ro.l•.T•Q n I 4_` Osonced 1 IGS w]Mt . tit .o.eo. ,�t y�U�y�"Y'✓ i :ro.Okd i ( .xsaae vw 1912-1 898015 1 JTMACD 0219/16 119 PM TALUS ANp RILBBLE.BOCK SECTION .01 ro uut 3..-4 S...,..— ,--- Cr,-sm ♦, a /i Os.Os ;..r.�v+_AIM caw. .� x,� ` ilArs , i 1',IW"..OaNrm. % ` b,-- rd al e•:1. ty,4. \'`• iJJ / • el7Itlert'�� .. �71 0314f n.1an 'NW Y IiiIV rs. ;1 r .1.._ • r •♦1 ..I.r•O.. OUTSLOPEPCLIMBING TURN .01 10 SM.( _.._ A 1 .ii• Whae.Ifte•Lo^stpell ran. 1 SKI.. 1�• 11/4 ,../Al; wry ' /////1' /fj�%j j/% �,, ///- A. C.071•Ar. pn5 1 .A p.CIaCG(G✓51.1+CL CO NC OaOUQ PLAN VIVI ,b,_ c -- :�{Q�*JjQ ' mOnl 1,-,teC T \.-,41 -i 4;C ��YY�. ,. ♦ + SECI1414 A�.A 898015 1 JTMACD 02/9/16 1'19 PM Physically Challenged Trail (and Trail Segment A from parking lot to Segment B, and Trail Segment B): Tread width: 48" –60" Maximum Grade: 5% in general, with no more than 30% of the total length exceeding 8.3%, under the following parameters: - Maximum Running Slope of 8.3% for no more than 200-feet; - Maximum Running Slope of 10% for no more than 30-feet, and: - Maximum Running slope of 12.5% for 10-feet. Trail out-slope or in-slope must be a minimum of 2% and maximum 4%. No switchbacks or climbing turns allowed; Remove topsoil to a depth adequate to provide a solid platform for the base; Use only culverts or pipes for drainage; Typical trail cross-section is as follows: 5 WIDTH 2 COMPACTED CRUSHED FINES TOPSOIL BACKFILL 2% 27G (TYP.) hili__ svArAm'�f— IMMI 1 11 11 A 11 IIPROOF ROLLED AND 4"II COMPACTED S BU GRADE SCT10N (NO SLOPE) BASEaMAATERIAL CTED ROAD c 5 WIDTH 2" COMPACTED CRUSHED FINES TOPSOIL 2% BACKFlLI �I I %#+.:: :.:. 27C (TYP.) I'u. u ■ —■■ iii .lii 1 1 'DPW F "— I 11�11t. ilh UI — I PROOF ROLLED AND 4" COMPACTED ROAD COMPACTED SUBGRADE BASE MATERIAL SECTION (SIDE SLOPE) NOTE: 1. NO PORTION OF THE TRAIL SHALL EXCEED 5% GRADE TO CONFORM TO AMERICANS MTH DISABILITIES ACT STANDARDS 5 WIDE PHYSICALLY CHALLENGED TRAIL (SEGMENT B) N.T.S e 898015 1 JTMACD 02/9/16 119 PM � RECEPTION#: 628069, 03/25/2016 at •,ra��i-r# i'V Eg 01:57:05 PM, 6(61 1 OF 17, R $0.00 Doc Code EASEMENT pAMENDED AND RESTATED Janice K.Vos Caudill, Pitkin County, CO AGREEMENT FOR GRANT AND ACCkPTANCE OF TRAIL EASEMENT THIS AMENDED AND RESTATED AGREEMENT FOR GRANT AND A PTANCE OF TRAIL EASEMENT (this "Agreement") is dated-as of the 3-q 'day of Y(/ , 2016, by and between AVR AH, LLC, a Colorado limited liability company ("AVR") d the BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, a political subdivision of the State of Colorado (the `BOCC"). Recitals A. AVR is the owner in fee simple of that certain real property which is legally described in Exhibit A attached hereto (the "AVR Property"). B. The BOCC is the governing body of Pitkin County, Colorado, a political subdivision of the State of Colorado (the "County"), and has certain authority both with respect to land use within the County and with respect to public rights-of-way. C. AVR' predecessor in interest and the BOCC have agreed in that certain Settlement Agreement dated February 9, 2011 that AVR's predecessor in interest was to dedicate, grant and convey unto the BOCC certain non-exclusive easements for the benefit of the public, and the BOCC shall accept such dedication, grant and conveyance. That Agreement was memorialized in the Agreement for Grant and Acceptance of Trail Easement dated February 9, 2011 (Reception 583885)which is referred to herein as the"2011 Trail Easement." D. The parties desire to amend and restate the terms and conditions of the 2011 Trail Easement as set forth herein, and to repeal and replace the 2011 Trail Easement with this document. Agreement NOW THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the BOCC and AVR hereby agree as follows: 1. Recitals. The Recitals set forth above are incorporated into and made a part of this Agreement. 2. 2011 Trail Easement Terminated. The 2011 Trail Easement shall automatically terminate upon the execution and recording of this Agreement and shall thereafter be of no further force or effect. 3. Definitions. In this Agreement, the following terms have the meanings set forth below: (a) "AVR Permittees" means AVR and any current or future owner of any portion of the AVR Property, and their respective successors, assigns, grantees and mortgagees, together with such parties' respective agents, guests, employees, licensees, invitees, contractors, tenants and subtenants, and all persons who now or hereafter own or hold any possessory interest in any portion of the AVR Property, and together with the respective agents, guests, employees, licensees, invitees and contractors of any of the foregoing. (b) "BLM Property" means the property owned by the Bureau of Land Management adjacent to the AVR Property on the north. (c) `BOCC Permittees" means the BOCC, together with its respective agents, employees, licensees, and contractors, and together with the respective agents, employees, licensees, invitees and contractors of any of the foregoing. (d) "Emergency" means an event posing a bona-fide threat to life, health or safety. (e) "Maintenance Easement" has the meaning set forth in Paragraph 6 of this Agreement. (f) "Parking Easement" has the meaning set forth in Paragraph 5 of this Agreement. (g) "Parking Lots" means the parking lots to be constructed and dedicated pursuant to the Parking Easement, the locations of which are depicted upon Exhibit B attached hereto and incorporated herein. (h) "Party" means AVR and the BOCC, and their respective successors and assigns. (i) "Records" means the records of the Clerk and Recorder of Pitkin County, Colorado. (j) "Responsible Party" means the party responsible for the payment or performance of any obligations hereunder, as indicated by the context in which such term is used. (k) "Trail Easement" has the meaning set forth in Paragraph 4 of this Agreement and includes the Trail Segments. (1) "Trail Management Plan" means the supplemental plan for operation and management of the Trail Easement as set forth in Exhibit C. (m) "Trail Segment" or "Trail Segments" mean those segments of the Trail Easement as described in Paragraph 4 of this Agreement and on Exhibit B. 4. Grant of Trail Easement. (a) AVR hereby grants and conveys to the BOCC, for the exclusive use and benefit of the public (which shall include AVR Permittees), an irrevocable and perpetual trail easement over that portion of the AVR Property depicted on Exhibit B. Trail Segment A shall, among other things, provide access to public lands located in Red Canyon and, in the case of the Trail Segment C, Triangle Peak. The Trail Easement shall be an easement appurtenant to and burdening the ownership of the AVR Property. The Trail Easement includes the following Trail Segments: -2- (i) Segment A—Parking Lot to connection with Red Canyon Trail. (Multiple Use). (ii) Segment B—Segment A to Aspen Valley Ranch Road. (Future possible relocation of a portion of the physically challenged trail easement as described in Paragraph 19). (iii) Segment C - Parking Lot to Triangle Peak Road. (iv) Physically Challenged Trail Easement—Aspen Valley Ranch entrance gate to Red Canyon Trail. (b) All Trail Segments shall be constructed in accordance with the specifications set forth in the Trail Management Plan (Exhibit C). Trail Segments A and C may be used and enjoyed by all members of the public for hiking, biking and horseback riding, subject to the Trail Management Plan. The Physically Challenged Trail Easement will be restricted to use only by Physically Challenged individuals as defined in Paragraph 19 below. 5. Grant of Parking Easement. AVR hereby grants and conveys to the BOCC, for the exclusive use and benefit of the public (which shall include AVR Permittees), an irrevocable and perpetual parking easement (the "Parking Easement") over the Parking Lots for the purpose of providing parking to members of the public. The Parking Easement shall be an easement appurtenant to and burdening the ownership of the AVR Property. The Parking Easement may be used and enjoyed by members of the public, subject to such reasonable regulations as the BOCC may enact. Use of the Parking Lots shall be limited to recreationalists and BOCC Permittees engaged in maintenance of the Parking Lots or trails. Overnight parking may be allowed at the discretion of the BOCC, but camping in the Parking Lots shall be prohibited. The BOCC shall have the obligation to erect within the Parking Easement signage concerning usage of the Parking Lots, Trail Easements and surrounding areas. 6. Grant of Maintenance Easement. AVR hereby grants and conveys to the BOCC, for the use and benefit of the BOCC Permittees, an irrevocable and perpetual maintenance easement (the "Maintenance Easement") over the Parking Lots, Trail Easement and such portions of the AVR Property adjoining the Parking Lots or Trail Easement as may be reasonably necessary after the trails are constructed in order to facilitate the BOCC Permittees' obligations pursuant to the Trail Management Plan and to allow BOCC Permittees to perform trail maintenance if AVR does not, as provided in the Trail Management Plan (Exhibit C). The Maintenance Easement shall be non-exclusive in all respects, and AVR reserves all rights to use and enjoy the Maintenance Easement for any purposes which do not materially and unreasonably interfere with the BOCC's rights as set forth in the Trail Management Plan to perform maintenance upon the trails subject to the Trail Easement or the Parking Lots. 7. AVR Construction Obligations. AVR agrees to construct, at its sole cost, The Parking Lots and Trail Segments subject to the Trail Easement in accordance with the Trail Management Plan(Exhibit C). Following completion of Trail Segment A, AVR shall obtain, at its expense, an as built survey of the centerline of the Trail. The Parties shall then execute and record a supplement to this Easement which provides that the surveyed description of Trail Segment A shall replace the general description contained on Exhibit B. -3- 8. Default. If a Responsible Party fails to discharge its obligations hereunder, the other Party may give written notice thereof to the Responsible Party. If the Responsible Party does not cure such failure within sixty (60) days after its receipt of such notice, then the non-defaulting Party shall have the right, but not the obligation, to cure such failure. If a Party elects to cure the other Party's failure under this paragraph, then the defaulting Party shall, within ten (10) days after written demand by the other Party (accompanied by invoices setting forth in reasonable detail the costs incurred by such Party), reimburse it for the reasonable costs and expenses incurred in connection therewith, together with interest thereon from the date of such demand until paid at the rate of 8% per annum. Nothing herein shall be construed to grant AVR the power to enforce the Pitkin County Code. 9. Mechanics' Liens. If, by virtue of any work undertaken by, through or under a Party pursuant to this Agreement, any mechanics' lien claim is recorded in the Records against any real property interest of the other Party (the "Liened Party"), then the Party responsible for the payment of the work giving rise to such lien claim shall cause such lien claim to be released and discharged of Record (by payment, bonding or other available process) within sixty (60) days after recordation of the claim, provided that in any case such release and discharge must be secured prior to any foreclosure of such lien or any conveyance or disposition of the encumbered property interest pursuant to such lien. If such release and discharge is not timely secured, then the Liened Party, at its election and without obligation to do so, may secure the release and discharge of the lien claim through its own efforts, whether by payment, bonding or otherwise, and the Liened Party shall be entitled to recover from the Responsible Party all costs and expenses, including reasonable attorneys' fees, that the Liened Party may incur in connection therewith within thirty (30) days after written demand therefor (accompanied by invoices setting forth in reasonable detail the costs incurred by such Party), together with interest thereon from the date of such demand until paid at the rate of 8%per annum. 10. Insurance. The Parties acknowledge and agree that this Agreement creates an easement for Recreational Purposes as defined in C.R.S. Section 33-41-101, et seq., and the easements created herein are subject to the limitations of liability set forth therein. 11. Rio Grande Trail Easement. AVR hereby agrees to grant an easement, in an alignment to be determined by the County within the portion of the AVR Property no more than twelve (12) feet in width as shown on Exhibit B that will allow non-motorized access to the Rio Grande Trail by hikers, bikers and horseback riders. The County will be responsible for the preparation of such documents and legal descriptions as may reasonably be required to establish and describe the easement and shall be responsible for the construction, maintenance and repair of a trail to be located within the easement. 12. Remedies Cumulative. The Parties' rights hereunder shall be cumulative with and in addition to, and not exclusive of, any other remedies available to the parties at law or equity for any breach or default of their respective obligations hereunder. Notwithstanding the foregoing, no breach of this Agreement shall entitle either Party to cancel, rescind or otherwise terminate this Agreement. 13. Covenants Running With the Land. The BOCC and AVR hereby agree that the covenants and agreements set forth herein shall be binding upon and inure to the benefit of their respective successors and assigns, and shall run with the land. This Agreement shall be recorded in the Records, and shall serve as notice to and shall be binding upon and inure to the benefit of the Parties and upon the successive owners of the AVR Property. -4- 14. Subordination. It is AVR's intent that all deeds of trust, mortgages and other financing instruments encumbering the AVR Property (collectively, "Mortgages") shall be junior and subordinate to the Easements and other rights created by this Agreement. In furtherance of such intent, AVR shall cause the holders of any and all Mortgages encumbering the AVR Property to consent to this Agreement and to acknowledge that its Mortgage is subordinate to this Agreement. 15. Estoppel. Each Party, upon the request of the other Party, will certify to any person or entity designated by the requesting Party as to the existence or absence of any breaches of this Agreement. 16. Notices. Any notice or demand under this Agreement shall be in writing and shall be deemed given, received and served (a) upon personal delivery or upon verified transmission by telecopier or similar facsimile transmission device, (b) on the third business day after mailing, postage prepaid, by registered or certified mail, return receipt requested, or (c) on the first business day after receipted delivery to a nationally recognized courier service which guarantees next-business-day delivery, delivery charges prepaid, in each case addressed as follows: If to the BOCC: Pitkin County Attorney's Office 530 E. Main St., Suite 302 Aspen, CO 81611 Attn: Facsimile: (970) 920-5198 If to AVR: AVR AH, LLC Attention: Brooke A. Peterson 514 East Hyman Avenue Aspen Colorado 81611 With a copy to: David J. Myler The Myler Law Firm, P.C. 211 Midland Avenue, Suite 201 Basalt, CO 81621 17. Aspen Valley Downs Homeowners' Association. The parties acknowledge and agree that the provisions of the Trail Management Plan (Exhibit C) entitled "Trail Management Practices" benefit and shall be enforceable by the Aspen Valley Homeowners Association, Inc. The Association shall have no right to enforce any other provisions of this Agreement. 18. Replacement of 2005 Trail Easement. In addition to amending and restating the terms and conditions of the 2011 Trail Easement, this easement replaces the previous Trail Easement by and between SGS-Ranch, LLC and the BOCC dated October 12, 2005 (Reception No. 516271). -5- 19. Physically Challenged Trail. The intent of the Physically Challenged Trail is to provide safe, easy access for physically challenge individuals and their companions. As required under the Pitkin County Board of Commissioners Resolution #069- 2014, a public trail easement restricted to use by individuals who are physically challenged is provided under this easement and shown on Exhibit B. For the purpose of this restriction, an individual will be considered physically challenged if he or she is unable to utilize Trail Segment A, as constructed, due to a disability that is physical, cognitive, sensory, emotional, developmental, or some combination thereof. Such disability may be present from birth or occurring during a person's lifetime. For the purpose of this definition, a disability includes impairment and activity limitations. An"impairment" is a problem in body function or structure, and an "activity limitation" is a difficulty encountered by an individual in the execution of a task or action. Physically challenged individuals may be accompanied in the use of the Physically Challenged Trail by a reasonable number of friends, family members and/or health providers. Use of this Easement for access by physically challenged individuals will be managed by the Pitkin County Open Space and Trails Board ("OSTB"). AVR will not obstruct or otherwise close access to the physically challenged trail with any man-made impediment or device outside of the closure periods described in the Trail Management Plan (Exhibit C). AVR acknowledges that OSTB has sole enforcement authority regarding use of the Easement. The "Physically Challenged Trail Segment" begins at the ranch entrance gate and ends at the north property boundary at the Red Canyon Trail as per Pitkin County Board of Commissioners Resolution #069-2104. AVR is allowed to construct a separate trail adjacent to the roadways that the easement follows. In addition, AVR may relocate a section of the Physically Challenged Trail along Segment B (see Exhibit B) from Segment A to Aspen Valley Ranch Road upon acceptance of this route by the County. Segment B, if accepted, will replace that portion of the Physically Challenged Trail Easement between the entry gate to Aspen Valley Ranch and a point east of the property line between Homestead 1 and Homestead 2 of Aspen Valley Ranch along Aspen Valley Ranch Road. (See Exhibit B). Upon the acceptance of Segment B, the parties shall execute an amendment to this Agreement terminating the easement upon that portion of the Physically Challenged Trail Easement between the entry gate to Aspen Valley Ranch and a point east of the property line between Homestead 1 and Homestead 2 of Aspen Valley Ranch along Aspen Valley Ranch Road. AVR shall be entitled, at its election, to install a telephone at the entrance to the Physically Challenged Trail Segment together with signage requesting that trail users, on a voluntary basis, call AVR personnel to alert them that such users will be on the trail. In addition, AVR shall be entitled, at its election, to place a log book at the entrance to the Physically Challenged Trail Segment together with signage requesting that users of that Trail Segment, on a voluntary basis, sign in before using the Trail Segment by providing their name and the date and time of Trail Segment use. Wording on the signage at the log and phone location shall be agreed to by both parties. 20. Entire Agreement. Each Party acknowledges that this Agreement sets forth the entire agreement and understanding of the Parties with respect to this Agreement and that no oral or other agreements, understandings, representations, or warranties, other than those set forth in this Agreement, exist with respect to the subject matter hereof. -6- 21. No Waiver. In no event shall any failure by either Party to enforce any covenant or restriction contained in this Agreement be deemed a waiver of the right to enforce such covenant or restriction thereafter. 22. Governing Law. The terms and provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of Colorado. Venue for any and all disputes shall be in Pitkin County District Court. 23. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed a duplicate original. [This Space Intentionally Left Blank. Signatures and Notaries on the Following Pages.] -7- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. THE BOCC: THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, a political subdivision of the State •f .; •r•rado By: / �, L „ �, • t C r 5 . .`cciAlkis-*. oak944/0 STATE OF(/G`!2ih ) ) ss. COUNTY OF ) rThe foregoing instrume as c owledged before me this �'q day of egi vUw , 2016, by d / i Ghicre4 , as Chair of the Board of County Commissioned of Pitkin County, Colorado, a political subdivision of the State of Colorado. q Ill i64.ael /79- Duekaf t4ece °e&a.tr Witness my hand and official seal. My commission expires: 7-/5 —/- - LINDA Gl1STAFSON Mary Public NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20054023866 MY COMMISSION MIRES JULY 16,2016 -8- AVR: AVR A- 1 , : Color.,o limited liability corn;. ii \ ...._, CO �U7"" Brook; A. Pe erson, is 'anager W STATE OF '03 ) ) ss. COUNTY OF po1►-J ) The foregoing instrument was acknowledged before me this 9 day of ' rUIk(L1 , 2016, by Brooke A. Peterson, as Manager of AVR AH, LLC. Witness my hand and official seal. My commission expires: G -q- lot $ kV ii A (41.0—\, JOANN LEDINGHAM .. et tary Public NOTARY PUBLIC STATE OF COLORADO NOTARY ID#20064022471 MY COMMISSION EXPIRES JUNE 09,2016 -9- M.g..w ,., .,�.• ,,.....a.�.,...,. _ t'Y r i s .a FSGjF r: t. Cit V !- -:.1 i i4t!{rF')'.t 'h EXHIBIT A to EASEMENT AGREEMENT (Legal description of AVR Property) PARCEL A: HOMESTEADS 1 THRU 9, AH, AGRICULTURAL FACILITIES PARCEL AND PARCELS I THRU VII, RURAL AND REMOTE PARCELS, according to the Subdivision Exemption Plat ASPEN VALLEY RANCH, recorded October 14, 2005 in Plat Book 76 at Pages 1 thru 18, inclusive, as Reception No. 516274, Corrected Sheet 1, recorded May 4, 2006 in Plat Book 79 at Page 31 as Reception No. 523731, the Second Amended Subdivision Exemption Plat recorded October 28, 2011 in Plat Book 78 at Page 49 as Reception No. 853892 and the Third Amendment to the Subdivision Exemption Plat regarding Homestead 8 and the Agricultural Facilities Parcel recorded August 22, 2014 in Plat Book 107 at Page 83, Reception No. 612808. PARCEL B: A tract of land situated in Lot 1, Section 4, and Lot 1, Section 5, Township 9 South, Range 85 West of the 6th P.M., more fully described as follows: Beginning at a point on the West line of Said Lot 1, Section 5 whence the Northwest corner of said Lot 1, Section 5 bears N 00°06'08" W 628.22 feet; thence N 00°06'08"W 628.22 feet to the Northwest corner of said Lot 1, Section 5; thence N 89°59'59" E 992.08 feet along the North line of said Lot 1, Section 5 and Lot 1, Section 4; thence S 00°00'00" W 823.12 feet to the center of Dry Woody Creek; thence S 45°11'00" W 23.22 feet along the center of Dry Woody Creek; thence S 52°12'00" W 195.35 feet along the center of Dry Woody Creek; thence S 79°41'00" W 263.65 feet along the center of Dry Woody Creek; thence N 56°00'00" W 676.38 feet to the point of beginning. BEING HISTORICALLY DESCRIBED AS FOLLOWS: A tract of land situated in Lot 1, Section 4, and Lot 1, Section 5, Township 9 South, Range 85 West of the 6th P.M.,more fully described as follows: Beginning at a point on the West line of Said Lot 1, Section 5 whence the witness corner to the Southeast corner of said Section 5 bears S 04°33' E 2572.12 feet; thence N 626.37 feet to the Northwest corner of said Lot 1; thence East 989.82 feet along the North line of said Lot 1, Section 5 and Lot 1, Section 4; thence South 823.52 feet to the center of Dry Woody Creek; thence S 45°11' W 23.22 feet along the center of Dry Woody Creek; thence 79°41' W 263.65 feet along the center of Dry Woody Creek'; thence N. 56°W 674.97 feet to the West line of said Lot 1, Section 5, the point of beginning. 02/9/16 1:19 PM 411 - EXHIBIT B ASPEN VALLEY RANCH - ..fir Trail Easements, Trail Segments, = - - 4t„ Parking Lots and Parking Easements ' ` �`4.114 lir 1. r• �. . ` i ~ ms`s ?IX ~` -{-t Trail Segment A --- NK ,I1 •- r _ — - ' Trail Segment C y ..•..-.. _ ICFRTkRRIL llfII/f1lf.T PiM"LC ...•/s.•' . K 3 .• w ti * ' `�,'r •. — Parking Lotst _ i v ., ersr: �.,, �, We ST r74�/17-, A. v"Mx `a� \ Y .__\ Via':5 ,,_ ~' 'YS� amraul ._ Py1I aax 9d 4 / L. A}IOIAC f { : ( Trail Segment B •—•—•—• \ �-N\\ Physically `` .,,�y. • \`� Challenged • Trail awmTrsn s ♦A �: .15./51 IC - - S. amens a +# EXHIBIT C ASPEN VALLEY RANCH TRAIL MANAGEMENT PLAN PURPOSE/OBJECTIVES The purpose of this Trail Management Plan (the"Plan") is to guide the parties in the implementation and administration of the terms and conditions of the Trail Easement and the trailhead parking for a trail generally known as the Red Canyon Trail, having been established within Aspen Valley Ranch pursuant to the Amended and Restated Agreement for Grant and Acceptance of Trail Easement. More specifically, the objectives of the Plan are as follows: 1. To make sure that Trail Segment A is constructed as described in the Trail Easement in compliance with the specifications attached as Exhibit 1; 2. To provide for winter closure of the Trail Segments (with the exception of Trail Segment C); 3. To provide access for physically challenged individuals through AVR on the Physically Challenged Trail as described in the Trail Easement; 4. If approved by the County, to allow for the construction of a replacement route for the Physically Challenged Trail along Segment B and the portion of Trail Segment A between Segment B and the Parking Lot. This trail, if constructed, will conform to the standards as described in Exhibit 1; After acceptance, this trail segment will replace the Physically Challenged Trail between the AVR entrance gate and the property line between Homesteads 1 and 2 of AVR (see Exhibit B of trail easement). TRAIL ALIGNMENT AND CONSTRUCTION AVR and Pitkin County, through its Open Space and Trails Board ("OSTB"), have mutually determined the alignment of the Trail Segments. AVR will then construct the Trail Segments to the specifications included within Exhibit 1. at its own cost using a trail contractor suitable to the County. Additional components of the trail construction and operation include the following: 1. An interpretive sign or plaque will be placed by AVR on the Main Trail above the Bourg Homestead and Barn to inform trail users about the history of the property and the buildings. AVR will coordinate with OSTB regarding the location and design of the sign or plaque prior to installation. 2. OSTB shall erect signage concerning usage of the Parking Lots, Trail Segments and surrounding areas. 3. AVR will improve wildlife habitat as recommended by the Colorado Department of Parks and Wildlife (CDPW) Upon completion of a Trail Segment(A or B), as described in the Trail Easement, AVR shall notify OSTB that the Trail Segment is ready for acceptance and that the Trail Segment has been constructed and completed in accordance with Exhibit 1. Upon satisfaction of this requirement, the OSTB or designated consultants shall promptly inspect the Trail Segment and shall, within five (5) days following the inspection, notify AVR in writing of non-acceptance or acceptance of the Trail Segments. If the Trail Segment is not accepted, the reasons for non-acceptance shall be stated and reasonable corrective measures shall be outlined. If the OSTB fails to provide any notice of non-acceptance within the five (5) day period, the Trail Segment shall be deemed to be accepted as complete. If any corrective measures are required, AVR shall notify OSTB upon completion of such corrective measures, and the same procedures shall apply to the OSTB's review and inspection of the corrective measures until such time as the Trail Segment are ready for final acceptance. Within a reasonable time after acceptance of the Trail Segment, AVR shall retain a surveyor to prepare a center line description of each Trail Segment as built. The parties shall execute and record an amendment to the Trail Agreement which replaces or supplements Exhibit B with a new map which includes the surveyed center line descriptions. 893015 1 .I1 11 ACD O29/16 1 19 I'll Physically Challenged Trail (and Trail Segment A from parking lot to Segment B, and Trail Segment B): Tread width: 48" —60" Maximum Grade: 5% in general, with no more than 30% of the total length exceeding 8.3%, under the following parameters: - Maximum Running Slope of 8.3% for no more than 200-feet; - Maximum Running Slope of 10% for no more than 30-feet, and: - Maximum Running slope of 12.5% for 10-feet. Trail out-slope or in-slope must be a minimum of 2% and maximum 4%. No switchbacks or climbing turns allowed; Remove topsoil to a depth adequate to provide a solid platform for the base; Use only culverts or pipes for drainage; Typical trail cross-section is as follows: 5'WIDTH 2" COMPACTED CRUSHED FINES TOPSOIL BACKFILL 2% 2% ( .) 1.4 IVAIr 41.21W/IIPAPINIAIWII.OWAVII 177 PROOF ROLLED AND 4" COMPACTED ROAD COMPACTED SUBGRADE SECTION (NO SLOPE) BASE MATERIAL 5'WIDTH 2" COMPACTED CRUSHED FINES TOPCKFIS BAOIL LL 2% 2% (T113.) 'irA I rill rid 02 I Or4 I r4d FLA ral grardri Kag rAll r lid I I PROOF ROLLED AND 4" COMPACTED ROAD COMPACTED SUBGRADE BASE MATERIAL SECTION (SIDE SLOPE) NOTE: 1. NO PORTION OF THE TRAIL SHALL EXCEED 5% GRADE TO CONFORM TO AMERICANS WITH DISABILITIES ACT STANDARDS 5 WIDE PHYSICALLY CHALLENGED TRAIL (SEGMENT B) N.T.S e 898015.1 JTMACD 02/9/16 1:19 PM RECEPTION#: 628070, 03/25/2016 at RECEPTION#: 628070, 03/25/2016 at 01:57:06 PM, 01:57:06 PM, 1 OF 8, R $0.00 Doc Code SUBORD 1 OF 8, R $0.00 Doc Code SUB AGREE AGREE Janice K. Vos Caudill, Pitkin County, CO Janice K. Vos Caudill, Pitkin County, CO SUBORDINATION AGREEMENT CONTRACT# THIS AGREEMENT is made on this day of September, 2015 by and between AVR AH, LLC, a Colorado Limited Liability Company, (the "Owner") of the Real Property hereinafter described (the "Property") and ALPINE BANK, present holder of the Deeds of Trust and Notes hereinafter described (the "Beneficiary"); WITNESSETH WHEREAS, AVR AH LLC, LLC, a Colorado Limited Liability Company, executed a Deed of Trust dated August 30, 2013, to the Public Trustee of Pitkin County, Colorado, for the benefit of Beneficiary and which encumbers the following described Property, to wit: See Exhibit A attached hereto and incorporated herein by this reference to secure a Note dated August 30, 2013, in the sum of Twenty One Million Six Hundred Thousand and 00/100 Dollars ($21,600,000.00) in favor of Alpine Bank, which Deed of Trust was recorded September 3, 2013 as Reception No. 603053 in the official records of said County; and WHEREAS, AVR AH LLC, LLC, a Colorado Limited Liability Company, executed a Deed of Trust dated September 3, 2015, to the Public Trustee of Pitkin County, Colorado, for the benefit of Beneficiary and which encumbers the following described Property, to wit: See Exhibit A attached hereto and incorporated herein by this reference to secure a Note dated September 3, 2015, in the sum of Four Million Five Hundred Thousand and 00/100 Dollars ($4,500,000.00) in favor of Alpine Bank, which Deed of Trust was recorded September 16, 2015 as Reception No. 623277 in the official records of said County; and WHEREAS, Owner will execute a document entitled Amended and Restated Agreement For Grant and Acceptance of Trail Easement (the "Amended and Restated Trail Agreement") for the benefit of Pitkin County which will also encumber the Property; and WHEREAS, it is a requirement of the Amended and Restated Trail Agreement that it shall unconditionally be and remain at all times a lien or charge upon the Property prior and . superior to the lien or charge of the Deed of Trusts held by Beneficiary first above mentioned; and WHEREAS, it is the mutual benefit of the parties hereto that Amended and Restated Trail Agreement be executed by the Owner and Beneficiary is willing that the Amended and Restated Trail Agreement shall constitute a ,lien or charge upon the Property which is unconditionally prior and superior to the lien or charge of the Deed of Trusts in favor of the Beneficiary, NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is hereby declared, understood and agreed as follows: 1. That the Beneficiary consents to and approves all provisions of the Amended and Restated Trail Agreement. 2 That said Amended and Restated Trail Agreement shall unconditionally be and remain at all times a lien or charge on the Property therein described, prior and superior to the liens or charges of the Deed of Trusts in favor of the Beneficiary. 3 That this Agreement shall be the whole and only Agreement with regard to the subordination of the lien or charge of the Deed of Trusts in favor of the Beneficiary to the lien or charges of the Amended and Restated Trail Agreement above referred. OWNER: AVR AH, LLC, a e• s o Lit • el Lia I it ompany 11 By: 41 c :pa eke A. Peterson M. i,ger BENEFICIARY: ALPINE BANK By: Name: 87/ t'//j rf� Title: (Notaries on next page) 2 STATE OF COLORADO ) ) ss. COUNTY OF PITKIN ) The foregoing instrument was acknowledged before me this 11 day of September 2015, by Brooke A. Peterson Manager of AVR AH LLC, a Colorado Limited Liability Company WITNESS my hand and official seal. My commission expires:(p Zo l e JOANN LIP-1/148 ka--tt-d r NOTARYY PUBLIC j " STATE OF COLORADO NOTARY ID N 20064022471 votary Public MY COMMISSION EXPIRES JUNE 09,2010 STATE OF COLORADO ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this t-1" day of September 2015, by La 1.44 r;vii W iI►TF as orvzTop bivirpgi of Alpine Bank. WITNESS my hand and official seal. My commission expires: APRm. ; 2619 BROOKE A. PETERSON NOTARY PUBLIC N• ary Public STATE OF COLORADO NOTARY ID# 19874157701 MY COMMISSION EXPIRES APRIL 21,2017 3 EXHIBIT A to SUBORDINATION AGREEMENT (Legal description of AVR Property) PARCEL A: HOMESTEADS 1 THRU 9, AH, AGRICULTURAL FACILITIES PARCEL AND PARCELS I THRU VII, RURAL AND REMOTE PARCELS, according to the Subdivision Exemption Plat ASPEN VALLEY RANCH, recorded October 14, 2005 in Plat Book 76 at Pages 1 thru 18, inclusive, as Reception No. 516274, Corrected Sheet 1, recorded May 4, 2006 in Plat Book 79 at Page 31 as Reception No. 523731, the Second Amended Subdivision Exemption Plat recorded October 28, 2011 in Plat Book 78 at Page 49 as Reception No. 853892 and the Third Amendment to the Subdivision Exemption Plat regarding Homestead 8 and the Agricultural Facilities Parcel recorded August 22, 2014 in Plat Book 107 at Page 83, Reception No. 612808. PARCEL B: A tract of land situated in Lot 1, Section 4, and Lot 1, Section 5, Township 9 South, Range 85 West of the e' P.M., more fully described as follows: Beginning at a point on the West line of Said Lot 1, Section 5 whence the Northwest corner of said Lot 1, Section 5 bears N 00°06'08" W 628.22 feet; thence N 00°06'08" W 628.22 feet to the Northwest corner of said Lot 1, Section 5; thence N 89°59'59" E 992.08 feet along the North line of said Lot 1, Section 5 and Lot 1, Section 4; thence S 00°00'00" W 823.12 feet to the center of Dry Woody Creek; thence S 45°1.1'00" W 23.22 feet along the center of Dry Woody Creek; thence S 52°12'00" W 195.35 feet along the center of Dry Woody Creek; thence S 79°41'00" W 263.65 feet along the center of Dry Woody Creek; thence N 56°00'00" W 676.38 feet to the point of beginning. BEING HISTORICALLY DESCRIBED AS FOLLOWS: A tract of land situated in Lot 1, Section 4, and Lot 1, Section 5, Township 9 South, Range 85 West of the 6th P.M., more fully described as follows: Beginning at a point on the West line of Said Lot 1, Section 5 whence the witness corner to the Southeast corner of said Section 5 bears S 04°33' E 2572.12 feet; thence N 626.37 feet to the Northwest corner of said Lot 1; thence East 989.82 feet along the North line of said Lot 1, Section 5 and Lot 1, Section 4; thence South 823.52 feet to the center of Dry Woody Creek; thence S 45°11' W 23.22 feet along the center of Dry Woody Creek; thence 79°41' W 263.65 feet along the center of Dry Woody Creek'; thence N. 56°W 674.97 feet to the West line of said Lot 1, Section 5, the point of beginning. SUBORDINATION AGREEMENT THIS AGREEMENT is made on this it day of September, 2015 by and between AVR AH, LLC, a Colorado Limited Liability Company, (the "Owner") of the Real Property hereinafter described (the "Property") and ALPINE BANK, present holder of the Deeds of Trust and Notes hereinafter described (the "Beneficiary"); WITNESSETH WHEREAS, AVR AH LLC, LLC, a Colorado Limited Liability Company, executed a Deed of Trust dated August 30, 2013, to the Public Trustee of Pitkin County, Colorado, for the benefit of Beneficiary and which encumbers the following described Property, to wit: See Exhibit A attached hereto and incorporated herein by this reference to secure a Note dated August 30, 2013, in the sum of Twenty One Million Six Hundred Thousand and 00/100 Dollars ($21,600,000.00) in favor of Alpine Bank, which Deed of Trust was recorded September 3, 2013 as Reception No. 603053 in the official records of said County; and WHEREAS, AVR AH LLC, LLC, a Colorado Limited Liability Company, executed a Deed of Trust dated September 3, 2015, to the Public Trustee of Pitkin County, Colorado, for the benefit of Beneficiary and which encumbers the following described Property, to wit: See Exhibit A attached hereto and incorporated herein by this reference to secure a Note dated September 3, 2015, in the sum of Four Million Five Hundred Thousand and 00/100 Dollars ($4,500,000.00) in favor of Alpine Bank, which Deed of Trust was recorded September 16, 2015 as Reception No. 623277 in the official records of said County; and WHEREAS, Owner will execute a document entitled Amended and Restated Agreement For Grant and Acceptance of Trail Easement (the "Amended and Restated Trail Agreement") for the benefit of Pitkin County which will also encumber the Property; and WHEREAS, it is a requirement of the Amended and Restated Trail Agreement that it shall unconditionally be and remain at all times a lien or charge upon the Property prior and superior to the lien or charge of the Deed of Trusts held by Beneficiary first above mentioned; and WHEREAS, it is the mutual benefit of the parties hereto that Amended and Restated Trail Agreement be executed by the Owner and Beneficiary is willing that the Amended and Restated Trail Agreement shall constitute a lien or charge upon the Property which is unconditionally prior and superior to the lien or charge of the Deed of Trusts in favor of the Beneficiary. NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is hereby declared, understood and agreed as follows: 1. That the Beneficiary consents to and approves all provisions of the Amended and Restated Trail Agreement. 2 That said Amended and Restated Trail Agreement shall unconditionally be and remain at all times a lien or charge on the Property therein described, prior and superior to the liens or charges of the Deed of Trusts in favor of the Beneficiary. 3 That this Agreement shall be the whole and only Agreement with regard to the subordination of the lien or charge of the Deed of Trusts in favor of the Beneficiary to the lien or charges of the Amended and Restated Trail Agreement above referred. OWNER: AVR AH, LLC, a , e •• o Li► ' c. Lia, it k ompany By: .I/�/ 4 :mg ke A. Peterson M i ger BENEFICIARY: ALPINE BANK By: Name: 87/ tA//rf Title: ^s, (Notaries on next page) 2 STATE OF COLORADO ) ) ss. COUNTY OF PITKIN ) The foregoing instrument was acknowledged before me this ll day of September 2015, by Brooke A. Peterson Manager of AVR AH LLC, a Colorado Limited Liability Company WITNESS my hand and official seal. My commission expires:& --61- Zo l e JOANN LY PUBLICCM NOTARY 9,1„,,,u,k,,,,, STATE OF COLORADO NOTARY 10#�20084022471 otary Public MY COMMISSION EXPIRES JUNE 09,2018 STATE OF COLORADO ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this if day of September 2015, by U)i i..4.1,14 ein L42? i rE as won‘a.ft 536.4mregal of Alpine Bank. WITNESS my hand and official seal. My commission expires: APR►L 7t12a9 / 1 BROOKE A. PETERSON ���y� ` �� NOTARY PUBLIC N N. ary Public STATE OF COLORADO NOTARY IDN 19874167701 MY COMMISSION EXPIRES APRIL 21,2017 3 EXHIBIT A to SUBORDINATION AGREEMENT (Legal description of AVR Property) PARCEL A: HOMESTEADS 1 THRU 9, AH, AGRICULTURAL FACILITIES PARCEL AND PARCELS I THRU VII, RURAL AND REMOTE PARCELS, according to the Subdivision Exemption Plat ASPEN VALLEY RANCH, recorded October 14, 2005 in Plat Book 76 at Pages 1 tliru 18, inclusive, as Reception No. 516274, Corrected Sheet 1, recorded May 4, 2006 in Plat Book 79 at Page 31 as Reception No. 523731, the Second Amended Subdivision Exemption Plat recorded October 28, 2011 in Plat Book 78 at Page 49 as Reception No. 853892 and the Third Amendment to the Subdivision Exemption Plat regarding Homestead 8 and the Agricultural Facilities Parcel recorded August 22, 2014 in Plat Book 107 at Page 83, Reception No. 612808. PARCEL B: A tract of land situated in Lot 1, Section 4, and Lot 1, Section 5, Township 9 South, Range 85 West of the 6th P.M., more fully described as follows: Beginning at a point on the West line of Said Lot 1, Section 5 whence the Northwest corner of said Lot 1, Section 5 bears N 00°06'08" W 628.22 feet; thence N 00°06'08" W 628.22 feet to the Northwest corner of said Lot 1, Section 5; thence N 89°59'59" E 992.08 feet along the North line of said Lot 1, Section 5 and Lot 1, Section 4; thence S 00°00'00" W 823.12 feet to the center of Dry Woody Creek; thence S 45°11'00" W 23.22 feet along the center of Dry Woody Creek; thence S 52°12'00" W 195.35 feet along the center of Dry Woody Creek; thence S 79°41'00" W 263.65 feet along the center of Dry Woody Creek; thence N 56°00'00" W 676.38 feet to the point of beginning. BEING HISTORICALLY DESCRIBED AS FOLLOWS: A tract of land situated in Lot 1, Section 4, and Lot 1, Section 5, Township 9 South, Range 85 West of the 6th P.M., more fully described as follows: Beginning at a point on the West line of Said Lot 1, Section 5 whence the witness corner to the Southeast corner of said Section 5 bears S 04°33' E 2572.12 feet; thence N 626.37 feet to the Northwest corner of said Lot 1; thence East 989.82 feet along the North line of said Lot 1, Section 5 and Lot 1, Section 4; thence South 823.52 feet to the center of Dry Woody Creek; thence S 45°11' W 23.22 feet along the center of Dry Woody Creek; thence 79°41' W 263.65 feet along the center of Dry Woody Creek'; thence N. 56° W 674.97 feet to the West line of said Lot 1, Section 5, the point of beginning.