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Home My WebLink Aboutbocc.con.431.2016 APPROVED ABY ORDINANCE RECEPTION# 635081, 12/30/2016 at 4y (13l/ OM) 10:28:47 AM. YF 1 OF 28. R $0,00 Doc Code DEED giet (wind-ind- HG 5'3/-3eir CONSERV Janice K. Vos Caudill, Pitkin County, CO Het Count) rear[.Bel return to Rtk'n in Count) Board of Cnnnt. Co nmisaoncrs 5301 ast Main Strait kp.n,Colorado 81611 DEED OF CONSERVATION EASEMENT FOR THE ST. JUDES RANCH ik THIS DEED OF CONSERVATION EASEMENT ("Deed") is granted effective as of the 2.9 day of 0 ete‘aie^ 2016, by ST. JUDE'S CO., whose address is 0132 Emma Road, Basalt, CO 81623 ("Grantor"), to the BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, a body corporate and politic, whose address is 123 Emma Road. Suite 106, Basalt, Colorado 81621 ("Pitkin County") ("Grantee"), for the purpose of forever conserv- ing the open space character, agricultural productivity. wildlife habitat, and scenic qualities of the subject property. WI I N ESS THAT: Grantor is the sole owner in fee simple of the ranch property ("the Property") which legal is specifically described on Exhibit A attached hereto and depicted on Exhibit B attached hereto, consisting of approximately 120 acres of land more or less, together with buildings, other im- provements and the Water Rights as defined herein, and all other appurtenances located in Pitkin County, State of Colorado. The Property is agriculturally productive and is an important part of the agricultural land- scape in Pitkin County. The Property consists primarily of irrigated hay meadows, dryland pas- ture and a remnant of the Cottonwood forest along the Roaring Fork River. Grantor utilizes the Property for cow-calf operations on a year-round basis and for hay production. Senior water rights enhance agricultural and biological productivity. In accordance with the United States Internal Revenue Code of 1986 ("IRC") and Treas- ury Regulation 1.170A-I4(d)(4) regarding preservation of open space. preservation of the Prop- erty will yield a significant public benefit, and will add to the scenic and open space character of Gr the landscape in Pitkin County. The agricultural uses of the Property permitted by this Deed are [� consistent with existing private conservation programs in the area The Property is of importance in preserving a local and regional working landscape. The Property is adjacent to and provides a buffer to property held by the Bureau of Land Management. Protection of the Property w ill pro- vide a significant public benefit. The Property is also adjacent to and provides a buffer to other lands and conservation easements owned by Pitkin County and the Aspen Valley Land Trust in- cluding the Grace Shehi Open Space. Grange Ranch Conservation Easement, and the Emma Open Space. In accordance with the IRC and Treasury Regulation 1.170A-14(d)(3) regarding the pro- tection of a natural environmental system or habitat, preservation of the Property will provide significant relatively natural habitat in which fish, wildlife, or plant communities, or similar eco- 2004257_9 co-20042579 1212812016 systems normally live. The Property is habitat for mule deer and elk, and bald eagles roost on the Property during the winter months. Other wildlife found on the property include voles, mountain lion, and black bear. Protection of the Property will help to ensure the biological integrity of oth- er public lands. In accordance with the IRC and Treasury Regulation 1.170A-141dg48ii) regarding sce- nic enjoyment, this Deed provides for the preservation of land for the scenic enjoyment of the public. Preservation of the Property is important to maintaining the scenic character of the local rural landscape. Development of the Property would destroy a compatible pattern of agricultural land uses that includes the Property and surrounding properties including lands administered by the Bureau of Land Management. The Property is visually accessible to the general public travel- ing along Colorado State Highway 82 and the Rio Grande Trail. The preceding four paragraphs concerning the agricultural productivity, open space char- acter, wildlife habitat, and scenic qualities of the Property collectively represent the "Conserva- tion Values" of the Property as such term is used throughout this Deed. These Conservation Val- ues are of great importance to the Grantor, the people of Pitkin County, and the people of the State of Colorado. The Conservation Values, agricultural, ecological and other characteristics of the Proper- ty. and its current use and state of improvement, are described in a Baseline Inventory Report (the "Baseline Report") dated lJ eCe0ocr ?n . 2016, and prepared by Paul Holsinger. Agriculture and Consenation Easement Administrator for Pitkin County Open Space and Trails Department with the cooperation of Grantee. The Baseline Report describes the present condi- tion of the Property, and has been approved by both Grantor and Grantee. The Baseline Report will be used by Grantee to assure that any future changes in the use of the Property ill be con- sistent with the terms of this Deed However, this report is not intended to preclude the use of other evidence to establish the present condition of the Property if there is a controversy over its use. The conservation purposes of this Deed are recognized by, and the grant of this Deed will serve, at least and without limitation, the following clearly delineated governmental conservation policies: • I'he Farmland Protection Policy Act, P.I.. 97-98, 7 U.S.C. §§4201, et .ceq. whose purpose is "to minimize the extent to which Federal programs contribute to the un- necessary and irreversible conversion of farmland to nonagricultural uses, and to assure that Federal programs are administered in a manner that, to the extent practicable, will be com- patible with State, unit of local government and private programs and policies to protect farmland." • Colorado Revised Statutes §35-3.5-101, which provides in part that "It is the declared policy of the state of Colorado to conserve, protect, and encourage the development and improvement of its agricultural land for the production of food and other agricultural products." • Colorado Revised Statutes §§38-30.5-101, 102, el .seq.. providing for the estab- 20(4425"! v 12 CNQO1n 2 lishment of conservation easements to maintain land "in a natural, scenic or open condition, or for wildlife habitat, or for agricultural ... or other use or condition consistent with the protec- tion of open land having wholesome environmental quality or life-sustaining ecological diver- sity, . . . " • The Colorado Wildlife and Parks and Outdoor Recreation statutes, Colorado Revised Statutes §33-1-101,et seq., which provide that "it is the policy of the state of Colorado that the wildlife and their environment are to be protected, preserved, enhanced, and managed for the use, benefit and enjoyment of the people of this state and its visitors." • The Pitkin County Land Use Code which states that the preservation of wildlife habitat, open space and agricultural operations conforms with Policies 2-120 (Scenic Quality), 2-160 (Wildlife Management) and 2-240 (Compatibility with Agricultural Lands and Opera- tions), 2-280 (Compatibility with Public Lands), 2-290 (Access to Public Lands) and 7-20-80 (protection of riparian and stream corridors). • The Colorado Department of Agriculture statutes, Colorado Revised Statutes §35-3-102(a), which provides, in part, that "the soil resources and fertility of the land, and the ... prosperity of the farming population . . . and the waters of the rivers . . are matters affected with a public interest." • The Colorado Department of Agriculture statutes, Colorado Revised Statutes §35-3-102(b), provides, in part, that the "welfare of this state has been impaired . . . by destruc- tion of its soil fertility, by uneconomic use and waste of its land, by exploitation and wasteful . . . use of its soil resources." • Colorado Revised Statutes §38-30.5-102, provides for the establishment of conserva- tion easements to maintain land "in a natural, scenic, or open condition,or for wildlife habitat, or for agricultural . . . or other use or condition consistent with the protection of open land, eny ronmental quality or life-sustaining ecological diversity." • The Colorado Wildlife and Parks and Outdoor Recreation statutes. Colorado Revised Statutes §33-1-101 and §33-10-101. which provide, respectively, that "it is the policy of the state of Colorado that the wildlife and their environment are to be protected, preserved, enhanced, and managed for the use, benefit, and enjoyment of the people of this state and its visitors" and that "it is the policy of the state of Colorado that the natural, scenic, scientific, and outdoor recreation areas of this state are to be protected, preserved, enhanced, and managed for the use, benefit, and enjoyment of the people of this state and visitors of this state." • The Colorado Department of Transportation statutes, Colorado Rev ised Statutes §43-1-401, e/ .req., provide that the "preservation and enhancement of the natural and scenic beauty of this state" is a substantial state interest. • The Western Governors' Association Policy Resolution 08-21 supports "voluntary in- centive based methods for preserving open space, maintaining land and water for agricultural and timber production, wildlife and other values." 2014257_4 1.2282114 3 • The voters of the State of Colorado by adoption of Article XXVII to the Constitution of the State of Colorado, the legislature of the State of Colorado by adoption of enabling legisla- tion, and the State Board of the Great Outdoors Colorado Trust Fund (the "Board"), by adopting and administering competitive grants application and rigorous due diligence review processes. have established that it is the policy of the State of Colorado and its people to preserve, protect, enhance and manage the state's wildlife,park, river, trail and open space heritage, to protect crit- ical wildlife habitats through the acquisition of lands, leases or easements, and to acquire and manage unique open space and natural areas of statewide significance. The Grantee is a "qualified conservation organization," as defined by the IRC. and accept the responsibility of enforcing the terms of this Deed and upholding its conservation purposes fore),er. Pitkin County desires to purchase this Deed. Grantor intends that the property interest conveyed by this Deed to Grantee be for the exclusive purpose of assuring that, under Grantee's perpetual stewardship, the Conservation Values of the Property will be conserved and main- tained forever, and that uses of the land that are inconsistent with these conservation purposes or that would substantially diminish or impair the Conservation Values will be prevented or cor- rected. The parties agree. however, that agricultural uses and improvements on the Property are consistent with the conservation purposes of this Deed. NOW, TIIEREFORE, for the reasons given, and in consideration for the purchase price of $2,000,000 paid by Pitkin County,as a combined payment for this Deed and of their mutual prom- ises and covenants, Grantor voluntarily grants and conveys to Grantee, and Grantee voluntarily accepts, a perpetual conservation easement, an immediately vested interest in real property de- fined by Colorado Revised Statutes §38-30.5-101, et seq., and of the nature and character de- scribed in this Deed, exclusively for the purpose of conserving and forever maintaining the Con- servation Values of the Property. Use of Property. It is the intention of Grantor to preserve and maintain the ability of the Property to be agriculturally productive, including continuing farming and ranching activi- ties, to engage in future ranching activities, and to preserve the Conservation Values of the Prop- erty in perpetuity. The Property may not be used for industrial activities but may be used for oth- er activities which are not prohibited by the terms of this Deed. Grantor and Grantee agree that the Property shall remain in agricultural production as further provided in Paragraph 4 below. 2. Rights of Grantee. To accomplish the purpose of this Deed the following rights are conveyed to Grantee by this Deed: A. To preserve and protect the Conservation Values of the Property; B. To enter upon the Property at reasonable times in order to monitor Gran- tor's compliance with the terms of this Deed; provided that such entry shall be upon prior reason- able notice to Grantor, which shall typically be no less than forty-eight (48) hours advance no- tice, and Grantee shall not unreasonably interfere with Grantor's use and quiet enjoyment of the Property; and 2(104257_9 CC8Cn16 4 C'. To prevent any activity on or use of the Property that is inconsistent with the purpose of this Deed and to require the restoration of such areas or features of the Property that may be damaged by any inconsistent activity or use. 3. Prohibited Acts. Grantor shall not perform, nor knowingly allow others to per- form, any act on or affecting the Property that is inconsistent with the covenants herein. Grantor hereby authorizes Grantee to enforce these covenants in the manner described below. However, unless otherwise specified, nothing in this Deed shall require Grantor to take any action to re- store the condition of the Property after any fire, change in climate, Act of God or other event over which Grantor had no control Grantor understands that nothing in this Deed relieves them of any obligation or restriction on the use of the Property imposed by law. 4. Mandatory Agriculture Provisions (a) Agricultural Use. Beyond the uses specifically permitted and prohibited. Grantor and Grantee agree that Grantor, directly or through an operator or operators responsible to Grantor, shall ensure that the Property remains in "Productive Agricultural Uses." defined as a level of agricultural uses appropriate to the agricultural capacity of the Property to maximize the produc- tion, processing, and sale of commercial animal products and/or agricultural crops and fully uti- lize all water rights appurtenant to the Property decreed for agricultural or irrigation purposes. (b.) Replacement of Grantor with an Operator. Should Grantor find that it cannot, or that it does not wish to. continue Productive Agricultural Uses of the Property and must cease, or wish- es to cease,to engage actively in Productive Agricultural Uses of the Property, then Grantor shall in good faith promptly seek and retain an agriculture production operator ("Operator") to main- tain Productive Agricultural Uses of the Property and the other terms of this Deed. Grantor shall promptly use all available means, including, without limitation, advertising, requests for pro- posals. and consultation with established Pitkin County and other nearby ranchers and organiza- tions to obtain a Qualified Operator, as defined below, who will actively engage in Productive Agricultural Uses of the Property. A "Qualified Operator" is a farmer or rancher with sufficient knowledge, experience, and financial resources to carry on successful Productive Agricultural Uses of the Property. Should Grantor be unsuccessful in obtaining a Qualified Operator within a reasonable period (not to exceed six [61 months), the Grantee shall have the right in accordance with Grantee's Agricultural Lease Policy then in effect to seek such an Operator subject to ap- proval by Grantor, which approval shall not be unreasonably w ithheld. (c) If it is necessary to retain a Qualified Operator as provided above. Grantor agrees to enter into an agriculture production lease ("Lease") with the selected Qualified Operator, subject to the terms of this Deed. The Operator/lessee shall be allowed such use of the Property. including, without limitation, all land previously used for Productive Agricultural Uses, improvements such as roads, fencing and corrals, agricultural equipment, facilities and structures previously used for Productive Agricultural Uses, and water and power resources, as may reasonably be required to conduct the required Productive Agricultural Uses of the Property. The Lease shall have a dura- tion sufficiently long, at least two years, to enable the Operator/lessee reasonably to make the financial commitments and investments needed for successful Productive Agricultural Uses of the Property and shall provide for a fair and reasonable rental consistent with then prevailing commercial practice in the Roaring Fork Valley. The Lease shall include provisions to this el- 2004257_9 l=2(042_574 1228201n 5 feet satisfactory to Grantee. Any Lease must bind the lessee to the terms of this Deed prior to executing any Lease. Grantor shall make a copy of the proposed execution version of the lease available to Grantee for its review and approval to ensure its consistency with the terms of this Deed. The commencement and implementation of Productive Agricultural Uses of the Property by the Operator/lessee shall occur as soon as practicable after approval of the Lease by Grantee and execution of the Lease. (d) The process for installing an Operator/lessee set forth above shall be carried out each time any Operator ceases for any reason to be carrying on Productive Agricultural Uses of the Property so that Grantor either itself or through an operator is diligently and continuously carry- ing on Productive Agricultural Uses of the Property in perpetuity. (e) Grantor recognizes that a material portion of the consideration paid by Grantee to original Grantors was based on the commitment of original Grantors that original Grantors and their per- sonal representatives, heirs, successors, and assigns would be legally bound to carry on Produc- tive Agricultural Uses(-Mandatory Agricultural Use-on the Property in perpetuity. Grantee's remedies at law for any material violation of Grantor's commitment to carry on Productive Agri- cultural Uses as required by this Deed are inadequate, and Grantee shall be entitled to specific performance of the commitment to carry on Productive Agricultural Uses as required by this Deed without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies. This right is in addition to the right to injunctive relief, both prohibitive and mandatory, and such other relief to which Grantee may be entitled. Grantee's remedies de- scribed in this section shall be cumulative and shall be in addition to all remedies now or hereaf- ter existing at law or in equity. 5. New Construction of Buildings and Other Structures. The construction of any building or other structure, except in accordance with subparagraphs A and B below, is prohibit- ed. Before undertaking any construction that requires advance permission. Grantor shall notify Grantee of such request. Structures in existence as of the date of this Deed may remain in place, provided that any expansion thereof shall be in accordance with subparagraphs A through B be- low. A. Fences.New and replacement fencing is permitted anywhere on the Prop- erty for agricultural purposes. When new fencing is constructed on the Property, it will be less than six feet in height except fencing around stackyards. B. Wind and Solar Energy Facilities. Hydro-electric facilities may also be lo- cated on the Property in conformance with Paragraph 19 with the mutual consent of Grantor and Grantee. A limited number of minor wind, solar and other energy generation facilities that are not connected to the utility grid and that are primarily for the generation of energy for use in con- junction with those agricultural actisities permitted by this Deed may be constructed anywhere on the Property. Such facilities shall he sited and constructed or placed so as not to substantially diminish or impair the Conservation Values. 2004257_4 I:n8?201n 6 6. Subdivision. A. Limitations on Subdivision. On the date of this Deed, Grantor acknowl- edges that the Property is comprised of one parcel as depicted on Exhibit B. The further division or subdivision of the Property, whether by physical or legal process, including but not limited to the partition of undivided interests, division, subdivision, partition, foreclosure on any portion of the Property, dissolution of any ownership interest which would divide the Property all through action of the Grantor or judicially at Grantor's request, into more than one ownership parcels is prohibited. 7. Development Rights. Grantor hereby grants to Grantee all development rights ex- cept as specifically reserved herein, and the parties agree that such rights are terminated and ex- tinguished, and may not be used on or transferred off of the Property to any other property adja- cent or otherwise. 8. Conservation Practices. Grantor recognizes the importance of good resource man- agement and stewardship to maintain the Conservation Values for present and future generations. To this end, all agricultural uses of the Property shall be conducted in a manner consistent with Grantor's historical use of the Property. Grantor shall comply with and have responsibility for compliance of the Property with the Colorado Noxious Weed Act and any other governmental noxious weed control regulations. 9. Five-Year Management Plan. A. The Property shall be operated and managed in accordance with a land management plan called "The Management Plan for St. Judes Ranch"("Management Plan") that is designed to protect the Conservation Values of the Property and has been dated and signed by Grantor and Grantee. The Management Plan is attached hereto as Exhibit C. The Management Plan shall be reviewed, and may be updated, modified or amended in writing by Grantor and Grantee, at least every five (5) years to address changing management concerns for the Conserva- tion Values and changing agricultural practices. All subsequent updates and/or amendments to the Management Plan shall he kept on file with Grantor and Grantee. Grantor and Grantee shall comply with the Management Plan 10. Timber Harvesting. Trees may he cut to control insects and disease, to prevent personal injury and property damage, and for firewood and other domestic uses, including con- struction of permitted buildings and fences on the Property. I I. Mining. The commercial mining or extraction of soil, sand, gravel, oil, natural gas, fuel, coal, or any other mineral substance owned by Grantor as of the date of this Deed or later acquired by Grantor, using any surface mining method is prohibited. 12. Paving and Road Construction. No portion of the Property shall be paved or oth- erwise be covered with concrete, asphalt, or any other paving material No additional road shall be constructed for access within the Property, for access to other adjacent properties, or for other purposes, except for any unpaved road necessary for agricultural production or to provide access to the buildings currently located on or permitted to hereafter be constructed on the Property or any road reasonably required for agricultural purposes. After reasonable notice to Grantee, any 200425721 12 28;2016 7 such road permitted by this paragraph shall be constructed in a manner that does not substantially diminish or impair the Conservation Values of the Property. Grantor may install utilities for serv- ing those uses permitted on the Property by the terms of this Deed for the Property. To the extent practicable, such utilities shall be installed within or adjacent to roadways permitted by this par- agraph. 13. Trash. The dumping or accumulation of any kind of trash or refuse on the Proper- ty, other than farm related trash and refuse produced on the Property, is strictly prohibited. How- ever, this shall not prevent the storage of agricultural products and by-products on the Property in accordance with all applicable government laws and regulations. Notwithstanding the foregoing, any storage of farm-related trash, refuse, agricultural products and by-products shall be in such a manner that does not diminish or impair the Conservation Values of the Property 14. Recreational Uses and Improvements. No recreational building, structure or im- provement shall be built on the Property, including but not limited to, athletic fields. golf courses or ranges, race tracks, airstrips, helicopter pads, or shooting ranges. Use of the Property for more than "de minimis" commercial recreation activity is prohibited. The term "de minimis" shall have the meaning as set forth in § 203 l(c)(8)(B) of the IRC and the Treasury Regulations adopted pursuant thereto. Non-motorized recreational uses are permitted only if they are (i) not commer- cial, except as permitted by Paragraph 18; (ii) for Grantor and Grantor's invitees only; and (iii) conducted in a manner that would not substantially diminish the Conservation Values. 15. Motorized Vehicles. Motorized vehicles may only be used in a manner that does not substantially diminish or impair the Conservation Values of the Property. There shall be no off-road vehicle courses for snowmobiles, all-terrain vehicles, motorcycles, or other motorized vehicles. Recreational use of motorized vehicles is prohibited. Nothing in this paragraph is in- tended to prohibit the use of motorized vehicles for any agricultural or other use permitted by this Deed. 16. Feed Lot. The establishment or maintenance of a commercial feed lot is prohibit- ed. For purposes of this Deed, "commercial feed lot" is defined as a permanently constructed confined area or facility within which the property is not grazed or cropped annually, and which is used and maintained for purposes of engaging in the commercial business of the reception and feeding of livestock. Nothing in this section shall prevent Grantor from seasonally confining Grantor's livestock into an area for any agricultural purposes, or from leasing pasture for the grazing of livestock owned by others. 17 Commercial Uses. No industrial uses shall be allowed on the Property. Commer- cial uses are allowed, as long as they are conducted in a manner that is consistent with § 170(h) of the IRC and the Treasury Regulations adopted pursuant thereto, are consistent with the pur- poses of this Deed, and do not substantially diminish or impair the Property's Conseryation Val- ues Without limiting other potential commercial uses that meet the foregoing criteria, the fol- lowing uses are allowed: processing or sale of farm or ranch products predominantly grown or raised on the Property; home occupations conducted by and in the home of a person residing on the Property; professional commercial activities including, but not limited to, real estate broker- age, insurance, financial planning, and the practice of law conducted by Grantor or related par- ties; and customary rural enterprises, such as hunting, fishing, farm machinery repair, bed and 204257_9 1228^0In 8 breakfasts, livestock veterinary services, and similar enterprises conducted by Grantor or by an- other person residing on the Property 18. Signage or Billboards. No commercial signs, billboards, awnings. or advertise- ments shall be displayed or placed on the Property, except for appropriate and customary ranch or pasture identification signs, "for sale" or "for lease" signs alerting the public to the availability of the Property for purchase or lease, "no trespassing" signs. signs regarding the private leasing of the Property for hunting, fishing or other low impact recreational uses, signs promoting agri- cultural products available or produced on the Property, temporary signs promoting special events on the Property so long as such special events do not substantially diminish or impair the Property's Conservation Values, temporary signs to promote political candidates and ballot is- sues, and signs informing the public of the status of ownership. No signs shall materially ad- versely affect the Conservation Values of the Property. 19. Water Rights The parties agree that it is reasonable that all water rights beneficial- ly used on the Property as described in Exhibit Il and all water rights not enumerated that are ap- purtenant to the Property are encumbered by this Deed. Grantor shall retain and reserve the right to use any and all water and water rights beneficially used on the Property and all ditches, head- gates, springs, reservoirs, water allotments, water shares and stock certificates, contracts, wells, easements and rights of way associated therewith for use in present agricultural production on the Property, alternative energy facilities as permitted in Paragraph 5(B), or for other lawful uses sufficient to maintain the Conservation Values of the Property. The parties agree that it is appro- priate to include the Water Rights in the Deed pursuant to Colorado Revised Statutes §38-30.5 - 102. Grantor shall retain and reserve the right to use the Water Rights or that portion sufficient to maintain and improve the Conservation Values of the Property and shall not transfer, lease, sell, abandon, or otherwise separate the Water Rights from title to the Property itself Grantor may, with Grantee's approval, transfer, lease for short term, or loan, such portion of the Water Rights which Grantor demonstrates to Grantee's reasonable satisfaction are not currently necessary for present agricultural production on the Property and that the Water Rights remaining on the Prop- erty are sufficient to maintain the Property's Conservation Values. Such approval will be given by Grantee conditioned upon the use of a statutorily recognized short term lease, agricultural loan or use of a trust agreement with the Colorado Water Conservation Board or any other entity which may be authorized to hold such lease, loan, or trust to augment minimum stream flows in the Roaring Fork River basin rivers and streams. All of these vehicles or any other proposed loan, lease, transfer or change must be capable of ultimately restoring the Water Rights to use on the Property. Grantee will assist Grantor with such permitted water leases, loans, transfers, or changes upon the request of the Grantor. 20. Rights Retained by Grantor. Subject to interpretation under Paragraph 32 titled "Interpretation," as owners of the Property, Grantor retains the right to perform any act not spe- cifically prohibited or limited by this Deed. These ownership rights include, but are not limited to. the right to exclude any member of the public from trespassing on the Property and the right to sell or otherwise transfer the Property to anyone they choose. 21. Notice of Intention to Undertake Certain Permitted Actions. The purpose of re- quiring Grantors to notify Grantee prior to undertaking certain permitted activities is to afford Grantee an opportunity to ensure that the activities in question are designed and carried out in a 2104257 9 12128Q016 9 manner consistent with the purpose of this Deed. Whenever notice is required. Grantors shall no- tify Grantee in writing not less than thirty (30) days prior to the date Grantors intend to undertake the activity in question. The notice shall describe the nature, scope, design, location, timetable, and any other material aspect of the proposed activity in sufficient detail to permit Grantee to make an informed judgment as to its consistency with the purpose of this Deed. 22. Grantee's Approval. Where Grantee's approval is required, Grantee shall grant or withhold its approval in writing within sixty (60) days of receipt of Grantor's written request therefor. Grantee's approval may be withheld only upon a reasonable determination by Grantee that the action as proposed would he inconsistent with the purpose of this Deed. Failure of Grantee to respond within the required sixty (60)days shall not be deemed approval by Grantee. 23. Responsibilities of Grantor and Grantee Not Affected. Other than as specified herein, this Deed is not intended to impose any legal or other responsibility on Grantee, or in any way to affect any existing obligation of Grantor as owner of the Property. Among other things, this shall apply to: A. Taxes. Grantor shall continue to be solely responsible for payment of all taxes and assessments before delinquency levied against the Property by competent authority (collectively "taxes"). If Grantee are ever required to pay any taxes or assessments on its interest in the Property, Grantor will reimburse Grantee for the same. B. Upkeep and Maintenance. Grantor shall continue to be solely responsible for the upkeep and maintenance of the Property, to the extent it may be required by law. Grantee shall have no obligation for the upkeep or maintenance of the Property. C. Liability and Indemnification. If Grantee are ever required to defend themselves from claims or are required by a court to pay damages resulting from personal injury or property damage that occurs on the Property, Grantor shall indemnify and reimburse Grantee for these payments, as well as for reasonable attorney's fees and other expenses of defending it- self, unless Grantee or any of their agents have committed a negligent or deliberate act that is determined by a court to be a cause of the injury or damage. In addition, Grantee may request Grantor to warrant that Grantee are and will continue to be an additional insured on Grantor's liability insurance policy covering the Property If so requested, Grantor shall provide certificates of such insurance to Grantee upon reasonable request on an annual basis. 24. Enforcement. Grantee shall have the right to prevent and correct or require correc- tion of violations of the terms of this Deed. With reasonable advance notice to Grantor(except in the case of any ongoing or imminent violation, in which case such notice is not required), Grant- ee may enter the Property for the purpose of inspecting for violations. If Grantee finds what it believes is a violation, Grantee may, at its discretion, take appropriate legal action. Upon discov- ery of any such violation, the Grantee shall immediately notify Grantor in writing of the alleged violation. The Grantee shall give Grantor sixty (60) days to correct the alleged violation before filing any legal action. When an ongoing or imminent violation is causing material damage to or could irreversibly diminish or impair the Conservation Values of the Property, Grantee may, at its discretion,take appropriate legal action. If the parties cannot resolve the violation themselves, the parties may mutually agree to an alternative method of dispute resolution, such as meditation. 2ie1-1257_9 I 2 i2Oln 10 If a court with jurisdiction determines that a violation may exist or has occurred. Grantee may obtain an injunction to stop it, temporarily or permanently, in addition to such other relief as the court deems appropriate. A court may also issue an injunction requiring Grantor to restore the Property to its condition prior to the violation. In any case where a court finds that a violation has occurred, Grantor shall reimburse Grantee for all its expenses incurred in stopping and correcting the violation, including but not limited to reasonable attorneys' fees. Any failure by Grantee to discover a violation or forbearance by the Grantee to exercise their rights under this Deed in the event of any breach of any term of this Deed by Grantor shall not be deemed or construed to be a waiver by Grantee of such term of any subsequent breach of the same or any other term of this Deed or of any of Grantee's rights under this Deed. No delay or omission by the Grantee in the exercise of any right or remedy upon any breach by the Gran- tor shall impair such right or remedy, or be construed as a waiver. The Grantor hereby waives any defense available to the Grantor pursuant to Colorado Revised Statutes §38-51-119, or the defense of laches, estoppel, or prescription. 25. Access. No right of access to the general public to any portion of the Property is conveyed by this Deed. nor shall such a right ever be construed to have been conveyed by this Deed. 26. Transfer of Easement; Requirement for Assignment or Enforcement. A. Transfer by Grantee. With the prior written consent of Grantor (which consent shall not be unreasonably withheld) Pitkin County shall have the right to transfer the easement created by this Deed and to assign its rights thereunder to any private nonprofit organi- zation that, at the time of transfer, is a qualified organization under § 170(h) of the IRC, and un- der Colorado Revised Statutes §38-30.5-101. et seq., (a "Qualified Organization'), expressly agrees to assume the responsibility imposed on Grantee by this Deed and agrees that the conser- vation purposes that this Deed is to advance continue to be carried out. Notwithstanding any- thing in this paragraph to the contrary, this Deed shall not be transferred by Grantee to any gov- ernmental entity or public agency without the consent of the Grantor, which consent shall be in Grantor's sole discretion. If Grantee desires to transfer this Deed to a Qualified Organization hav- ing similar purposes as Grantee, but Grantor refuses to approve the transfer, a court with jurisdic- tion shall transfer this Deed to another Qualified Organization having similar purposes and mis- sion as Grantee and that agrees to assume the responsibility of enforcing this Deed, provided that Grantor receive notice of and an opportunity to participate in the court proceeding. B. Transfer by Judicial Process. If the Grantee ever ceases to exist, is no longer a Qualified Organization, then the Deed shall be assigned to another Qualified Organiza- tion has ing similar purposes that agrees to assume the responsibility imposed on Grantee by this Deed. If the Grantee is no longer monitoring and enforcing the terms of this Deed to preserve and protect the Conservation Values of the Property, then the Grantor may apply to a court with jurisdiction for such court to transfer this Deed to another Qualified Organization hay ing similar purposes that agrees to assume the responsibility imposed on Grantee by this Deed, provided that Grantee and Grantor receive notice of and an opportunity to participate in the court proceeding. 2004257_9 12 28?2010 I I 27. Transfer of the Property. Any time the Property itself,or any interest in it, is trans- ferred by Grantor to any third party, Grantor shall pay a transfer fee of$200.00 to Grantee to he used by Grantee for purposes consistent with its mission. Grantor shall notify Grantee in writing at least forty-five (45) days prior to the transfer of the Property, and the document of conveyance shall expressly refer to this Deed. The transfer fee shall be waived if the Property is transferred to Grantor's heirs or beneficiaries. Grantee shall have the right to record a document in the real property records In Pitkin County to put such third parties on notice of the requirements of this paragraph, and of the requirements of Paragraph 39. Failure to provide notice pursuant to this paragraph or such recorded document shall not invalidate any transfer of the Property. 28. Amendment of Deed. This Deed may be amended only with the express prior written consent of Grantee and Grantor by an instrument duly executed by Grantor and Grantee recorded in the real property records of Pitkin County, Colorado. Any such amendment shall be consistent with the purposes of this Deed and shall comply with § 170(h) of the IRC, or any reg- ulations promulgated thereunder. Any such amendment shall also be consistent with Colorado Revised Statutes §38-30.5-101, el seq.. or any regulations promulgated thereunder. and shall not affect the perpetual duration of this Deed. 29. Real Property Interest. This Deed constitutes a real property interest immediately vested in Grantee. The parties stipulate that this easement has a fair market value equal to forty- five percent (45%) of the full fair market value of the Property, as unencumbered by the ease- ment, on the date this Deed is first recorded. 30 Proceeds. The values at the time of this easement shall be those values set forth in an appraisal by Nash and Associates, dated May 8, 2016, whether or not Grantor claims any de- duction for federal and state income tax purposes. For the purposes of this easement, the ratio of the value of the easement to the value of the Property as unencumbered by the easement shall remain constant. 31. Condemnation or Other Extinguishment. If this easement is taken, in whole or in part, by exercise of the power of eminent domain, or if circumstances arise in the future that ren- der the purpose of this easement impossible to accomplish, this Deed can only he terminated or extinguished, whether in whole or in part, by judicial proceedings in a court of competent juris- diction. Each party shall promptly notify the other party in writing when it first learns of such circumstances. Grantee as purchaser shall be entitled to compensation in accordance with appli- cable law, after the satisfaction of prior claims, from any sale, exchange, condemnation, or other involuntary or voluntary conversion of all or any portion of the Property subsequent to such ter- mination or extinguishment. Pitkin County's compensation shall be an amount equal to the ease- ment value percentage listed in the Real Property Interest paragraph above, multiplied by the amount of the full proceeds from any sale, exchange, condemnation, or other involuntary or vol- untary conversion of all or a portion of the Property, but not including the value of structural im- provements added subsequent to this Deed. Pitkin County shall use such proceeds in a manner consistent with the conservation purposes of this Deed. 32. Interpretation. This Deed shall he interpreted under the laws of the State of Colo- rado, resolving any ambiguities and questions of the validity of specific provisions so as to pre- serve the Conservation Values and give maximum effect to its conservation purposes 2004257_9 12C8201h 12 33. Perpetual Duration. The easement created by this Deed shall be a servitude run- ning with the land in perpetuity. Every provision of this Deed that applies to Grantor or Grantee shall also apply to their respective agents, heirs, executors, administrators, assigns, and all other successors as their interests may appear. A party's rights and obligations under this Deed termi- nate upon a permitted transfer of the party's interest in this Deed or the Property, except that lia- bility for acts or omissions occurring prior to transfer shall survive transfer. 34. Notices Any notices required by this Deed shall be in writing and shall be per- sonally delivered or sent by certified mail, return receipt requested. to Grantor, Grantee respec- tively at the following addresses, unless a party has been notified by the other of a change of ad- dress Electronic delivery of notices shall also be deemed sufficient and considered delivered upon receipt of confirmation of delivery on the part of the sender: To Grantor: St. Jude's Co. 0132 Emma Road Basalt CO 81623 To Grantee. Pitkin County 123 Emma Road #106 Basalt CO 81623 With Copies to: Pitkin County Attorney's Office 123 Emma Road, Suite 204 Basalt CO 81621 35. Grantor's Title Warranty. Grantor warrants that Grantor has good and sufficient ti- tle to the Property and hereby promises to defend the same against all claims from persons claim- ing by, through or under Grantor. 36. Grantor's Environmental Warranty and Indemnity. Grantor warrants that Grantor has no actual knowledge of a release or threatened release of hazardous substances or wastes on the Property and hereby promises to hold harmless, defend, and indemnify Grantee along with their respective members, directors, officers, employees, agents, contractors, successors, and as- signs against all litigation, claims, demands, penalties, and damages, including reasonable attor- ney s' fees, arising from or connected with any past, present or future presence or release of haz- ardous or toxic substances on, under, or about the Property. For the purposes hereof, "Hazardous Substances" does not mean any typical agricultural chemicals such as herbicides and pesti- cides utilized on properties of this type in Pitkin County. provided that all such chemicals are used in accordance with applicable laws and manufacturer's specifications. Without limiting the foregoing, nothing in this Deed shall be construed as giv ing rise to any right or ability in Grant- ee, nor shall Grantee have any right or ability, to exercise physical or managerial control over the day-to-day operations of the Property, or otherwise to become an operator with respect to the Property within the meaning of The Comprehensive Environmental Response, Compensation and Liability Act of 1980. as amended. 2004257.9 arzsnm" 13 37. Subsequent Liens on the Property. No provisions of this Deed should be construed as impairing the ability of Grantor to use this Property as collateral for subsequent borrowing, provided that any mortgage or lien arising from such a borrowing shall be subordinated to this Deed. 38 No Merger. No merger shall he deemed to have occurred hereunder or under any document executed in the future affecting this Deed, unless the parties expressly state that they intend a merger of estates or interests to occur. 39. Recordi . Grantee shall record this Deed in the official records of Pitkin County, and may re-record it at any time as may be required to preserve Grantee' rights hereunder. 40. Subsequent Transfers. Grantor shall incorporate the terms and conditions of this Deed in any deed or other legal instrument by which it divests itself of any interest in all or a portion of the Property, including, without limitation. conveyance of a leasehold interest to a third party. Grantor further agrees to give written notice to Grantee of the transfer of any interest at least twenty(20)days prior to the date of such transfer. The failure of Grantors to perform any act required by this paragraph shall not impair the validity of this Deed or limit its enforceability in any way. 41. Liberal Construction. Any general rule of construction to the contrary notwith- standing, this easement shall he liberally construed in favor of the grant to effect the purpose of this Deed and the policy arid purpose of Colorado Revised Statutes §38-30.5-10I, et seq. If any provision in this instrument is found to be ambiguous. an interpretation consistent with the pur- pose of this casement that would render the provision valid shall be favored over any interpreta- tion that would render it invalid. 42. Severability. If any provision of this Deed, or the application thereof to any per- son or circumstance, is found to be invalid, the remainder of the provisions of this Deed, or the application of such provision to persons or circumstances other than those as to which it is found to he invalid, as the case may be, shall not he affected thereby. 43. Entire Agreement. this instrument sets forth the entire agreement of the parties with respect to the easement and supersedes all prior discussions, negotiations, understandings, or agreements relating to the easement,all of which are merged herein. 44. No Forfeiture. Nothing contained herein will result in a forfeiture or reversion of Grantor's title in any respect. 45. Successors fee covenants, terms, conditions, and restrictions of this Deed shall be binding upon,and inure to the benefit of, the parties hereto and their respective personal rep- resentatives, heirs, successors, and assigns and shall continue as a servitude running in perpetuity with the Property. 46. 'termination of Rights and Obligations. A party's rights and obligations under this Deed terminate upon transfer of the party's interest in the easement or Property, except that lia- bility for acts or omissions occurring prior to transfer shall survive transfer, riabis7-a I.-28e2016 14 47. Captions. The captions in this instrument have been inserted solely for conven- ience of reference and are not a part of this instrument and shall have no effect upon construction or interpretation. 48. Third Party Beneficiaries. This Deed is entered into by and between Grantor and Grantee, and does not create enforcement rights or responsibilities in any other third parties, in- cluding the general public. 49. Acceptance. As attested by the signature of an authorized party affixed hereto, Grantee hereby accepts, without reservation, the rights and responsibilities conveyed by this Deed. Grantee acknowledge receipt and acceptance of this Deed encumbering the Property for which no goods or services were provided. 50. Change of Conditions. A change in the potential economic value of any use that is prohibited by or inconsistent with this easement, or a change in any current or future uses of neighboring properties, shall not constitute a change in conditions that makes it impossible or impractical for continued use of the Property for conservation purposes and shall not constitute grounds for terminating the Deed. 51. No land Use Approvals Imputed to Deed. The Grantor shall be solely responsible for compliance with applicable laws in regard to the exercise of rights reserved herein. and, noth- ing contained in this Deed is intended to represent a permit or land use approval by Pitkin Coun- ty. 2o14257_4 ❑118/3116 15 52. TO HAVE AND TO HOLD, this Deed unto Grantee, its successors and assigns, forever. IN WITNESS WHEREOF, Grantor and Grantee, intending to legally bind themsehes. have set their hands on the date first written above. GRANTOR: ST. JUDE'S CO. By: K-Firal, a teat `T/ ttcp7r' Q iae as 61 nit'.A PA ✓tn IL 4!S for St. Jude's CO. STATE OF C_O\L v"CL6L— ) )ss. COUNTY OF v-\ ) 'lt^ The foregoing instrument was acknowledged before me this a day of y-{( t ✓n 2.Z r 2016, by' Jtwo G.Q4tSe as &tin L \ for St. Jude's CO )hv1/4_x114r,CQst zz o_,�ntz! S WITNESS mkj hand andofficialseal. My commission expires. JOY s HIGENS N Mary Public 4 • NOTARY STATE OF COLORADO NOTARY IOU 13504004544 MISSION EXPIRES JULY 18 2018 X004257_1/ I2/2820I6 16 ATTEST- GRANTEE: BOARD OF COUNTY COMMISSIONERS '1 OF PITKIN COUNTY, COLORADO 1 / >J'(ttA 1ik7 By: baoci Al, ?Iiici: Jea%lette Jones Rachel E. Richards, Chair Deputy Clerk and corder DATE: 1 2. -27 - r 016 APPROVED AS TO FORM: MANAGER APPROVAL: J' o �,.... " RN • 1 7 4t\ 6 - Ion'eaco k 49441A-County Attorney County Manager RM, NDED FOR APP' ,V Ai✓' a_ "gale Will, Acquisitions Dir- ie Pitkin County Open Space and Trails STATE OF COLORADO 1 1 ss. COUNTY OF PITKIN 1 The foregoing instrument was acknowledged before me thi'day of ,,4 2016, by Jeanette Jones, as Deputy County Clerk of Pitkin County, Colorado WITNESS my hand and official seal. My commission expires- k 1 4 Al LISA MACDONALD t' 1 Ik !__i— Notary Public No WI/Pub :411011°111. II State of Colorado I Notery ID a 19920016269 MyCommlaamn Expires 11-1L2020 204429 9 11/22/2016 17 STATE OF COLORADO ss. COUNTY OF PITKIN The foregoing instrument was acknowledged before me this day of 2016, by , 1RjI as Oa f the Board of County Commissioners of akin County, Colorado.P �Y��1111 :Jb • V a`-x.l WITNESS my hand and official seal. My commission expires: �, LISA MACDONALD l:1 I11 • ball �� Notary Public eat. State of Colorado Not. • •ubllc Notary ID119924015259 MyCommission Expires 11-19-2020 2004257_4 11/22/2u16 18 EXHIBIT A PROPERTY DESCRIPTION - SOUTH PARCEL A PARCEL OF LAND SITUATED IN TRACTS 58, 60 AND 63, SECTION 17, 18, 19 AND 20 TOWNSHIP 8 SOUTH, RANGE 86 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF PITKIN, STATE OF COLORADO, SAID PARCEL BEING MORE PARTICU- LARLY DESCRIBED AS FOLLOWS: COMMENCING AT ANGLE POINT 6 TRACT 58, A 2 1/2" 1926 GLO BRASS CAP IN PLACE,THE POINT OF BEGINNING; "[HENCE S05°19'49"W ALONG THE EASTERLY BOUNDARY OF TRACT 63 A DISTANCE OF 200.75 FEET; TIIENCE LEAVING SAID EASTERLY BOUNDARY S38°17'47"W ALONG THE WESTERLY BOUNDARY OF THE ROARING FORK CLUB, BLOCK 2, LOT 3 ACCORDING TO THE PLAT RECORDED IN PLAT ROOK 56 PAGE 54 A DISTANCE OF 354.97 FEET; THENCE CONTINUING ALONG SAID WESTERLY BOUNDARY S58°29'09"W A DISI ANCE OF 501.53 FEET; THENCE CONTINUING ALONG SAID WESTERLY BOUNDARY S54°28'24"W A DIS- TANCE OF 532.95 FEET TO A POINT ON THE SOUTHERLY BOUNDARY OF SAID TRACT 63;THENCE LEAVING SAID WESTERLY BOUNDARY N88°52'39"W ALONG SAID SOUTHERLY BOUNDARY A DISTANCE OF 448.76 FEET TO ANGLE POINT 3 TRACT 63. A 2 1/2" 1926 GLO BRASS CAP IN PLACE; THENCE LEAVING SAID SOUTHERLY BOUNDARY NO3°45'I 5"E ALONG THE WESTERLY BOUNDARY OF SAID TRACT 63 A DISTANCE OF 1086.99 FEET TO ANGLE POINT 2 TRACT 63 A 2 1/2" 1926 GLO BRASS CAP IN PLACE; THENCE LEAVING SAID WESTERLY BOUNDARY N88°25'09"W ALONG THE SOUTHERLY BOUNDARY OF TRACT 60 A DISTANCE OF 2597 53 FEET TO ANGLE POINT 3 TRACT 60. A 2 1/2" 1926 GLO BRASS CAP IN PLACE; TIIENCE LEAVING SAID SOUTHERLY BOUNDARY N00°24149"E ALONG THE WEST- ERLY BOUNDARY OF SAID TRACT 60 A DISTANCE OF 1292.63 FEET TO ANGLE POINT 2 TRACT 60. A 2 1/2" 1926 GLO BRASS CAP IN PLACE;THENCE LEAVING SAID WESTERLY BOUNDARY S88°35'00"E ALONG THE NORTHERLY BOUNDARY OF SAID TRACT 60 A DISTANCE OF 1382.78 FEET TO ANGLE POINT 3 TRACT 58,A 2 1/2" 1926 GLO BRASS CAP IN PLACE; THENCE LEAVING SAID NORTHERLY BOUNDARY NOO°48'57"E ALONG THE WESTERLY BOUNDARY OF SAID TRACT 58 A DISTANCE OF 352.55 FEET TO A POINT ON THE SOUTHWESTERLY RIGHT-OF-WAY OF THE 100' DENVER AND RIO GRANDE RAIL ROAD; 1 HENCE LEAVING SAID WESTERLY BOUNDARY S57°19'24"E ALONG SAID SOUTHWESTERLY RIGHT-OF-WAY A DIS- TANCE OF 3180.84 FEET TO A POINT ON TI IE EASTERLY BOUNDARY OF SAID TRACT 58; THENCE LEAVING SAID SOUTHWESTERLY RIGHT-OF-WAY S00°54'54"W A DISTANCE OF 8.40 FEET TO THE POINT OF BEGINNING. SAID PARCEL CONTAIN- ING 119.661 ACRES MORE OR LESS. 2W4257 `O 12R8C016 I ' t '} 4A E� , E Ii 'alF 4jt4 5l t E_� • I 1. a 'v ^1 tY, .1 i Es: E itt E 31 �,i c. I Et , E=, i1 r A j11 ! alb �� ' Fa N._ 4[y} 11 t 6 „a lk, ! ' tr I at i iii -�-,., ..r i ;0 y. 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' i\'5\ ai ai ii t ; iiia a11[c.[3i 's a I s I33 iiia jn'i gala SIRS --- i tit[1 a 1 t _gym St. Jude's Co. / Cerise Ranch Management Plan December 21, 2016 On 2016 the St.Jude's Co. conservation easement was conveyed to Pitkin County, to be stewarded by the Open Space and Trails Department(OST), and recorded on , 2016, under reception # (the"Property"). 1 his management plan(the "Plan") dated December , 2016, has been prepared by Alan Cerise. Co-Owner/ Manager and the County to ensure compatible conservation practices and sound management. It has been approved by the OST director. Gary Tennenbaum. The Property possesses natural, scenic, open space, wildlife and wildlife habitat, agricultural, rural, aesthetic,visual, recreational, ecological and environmental values (the"Conservation Values"). The conservation easements specifically list the following Conservation Values; 1. Scenic Values. Preservation of the Property is important to maintaining the scenic character of the local rural landscape. Development of the Property would destroy a compatible pattern of agricultural land uses that includes the Property and surrounding properties including lands administered by the Bureau of Land Management. The Property is visually accessible to the public traveling along Colorado Highway 82 and the Rio Grande Trail. 2. Wildlife Habitat Values. The Property is habitat for mule deer and elk, and suitable for Bald Eagles during the winter months. Other wildlife found on the property include mountain lion and black bear. Protection of the Property will help to ensure the biological integrity of other public lands. 3. Open Space Values. The agricultural uses of the Property permitted by this Deed are consistent with existing private conservation programs in the area. The Property is of importance in preserving a local and regional working landscape. The Property is adjacent to and provides a buffer to property held by the Bureau of Land Management. Protection of the Property will provide a significant public benefit. The Property is also adjacent to and provides a buffer to other lands and conservation easements owned by Pitkin County and the Aspen Valley Land Trust including the Grace Shehi Open Space, Grange Ranch Conservation Easement, and the Emma Open Space Description of Property St. Jude's Co./Cerise Ranch is located in the mid-Roaring Fork Valley in west-central Colorado and more specifically in northern Pitkin County. In total, the Property encompasses approximately 115 acres. On December 29, 2016, the Cerise Family conveyed a conseryation easements to Pitkin County. The Cerise family has managed this ranch, along with other properties in this valley since the beginning of the last century. The St. Jude's Co. Ranch has been at the heart of the Emma agricultural community since the turn of the last century. Highly visible from both a State Highway and regional trail, it is a prominent agricultural parcel in the mid-valley and provides scenic enjoyment and historical agricultural context for the community. In addition, the property possesses important habitat for wildlife including elk and deer winter ranges and migration corridors. The ranch provides a buffer to public lands on the edge of Basalt's town boundary. Property Management Historically, the Property has been used for cattle grazing and to grow and harvest hay. Between 40 and 60 head of cattle graze on the ranch annually. Cattle arc moved to grazing lease areas on federal land from June to October and approximately 10 -20 yearlings arc kept on the ranch. However, the number of head of cattle that graze the ranch can be less than 40 and more than 60 in any given year due to weather and other variables. Between November and May, the cattle are pastured near the ranch headquarters. Nearly all the Property except the native Uplands south of the Grace-Shehi Ditch is irrigated. The St Jude's Co. retains the right to use the Property for agricultural production, or to permit others to use the Property for agricultural production (including agricultural leases),as provided herein Agricultural production has historically meant the production of crops, hay, livestock, and livestock products and pasturing and grazing of cattle, horses and/or other livestock. In the future, agricultural production can also mean the production of vegetables, fruits,whether grow n outside or in a greenhouse, and nursery products such as trees, ornamental shrubs, and decorative plants. Preserve Agricultural Productivity It is the intention of the St.Jude's Co. to preserve the ability of the Property to be agriculturally productive, including continuing agricultural activities,to engage in future agricultural activities,and to preserve the rural character, wildlife habitat, and scenic qualities of the Property. St Jude's Co. recognizes the importance of good resource management and stewardship to present and future generations. The current agricultural use of the Property and its current improvements(as recorded in the Baseline Inventory) arc consistent with the Conservation Purposes. Such uses may be reasonably expanded and improved, including the implementation of new management techniques. However, nothing in this. Easement shall be construed to require St. Jude's Co. to continue the current, or any other. agricultural use of the Property. Sound Management. All agricultural operations on the Property shall be conducted using sound management,and In a manner not wasteful of range and soil resources, or detrimental to water quality and conservation, stream banks, riparian habitat, or wildlife habitat. St Jude's Co. recognizes that riparian systems associated with both running and standing water are particularly important to the ecological health of the Property in so far as riparian egetation captures sediment, and provides forage habitat and bio-diversity. Water quality is improved or maintained. Stable soils store and release water slowly. Granter therefore will manage livestock grazing to ensure that stream banks and riparian vegetation are not degraded. Specifically. grazing will be limited in those areas as needed to ensure that native vegetation maintains adequate diversity, density, and cover. Grantee recognizes that unforeseen natural events, unanticipated personnel problems,etc..may result in temporary maintenance problems. Grantee will work with St. Jude's Co. to find mutually acceptable solutions when such unanticipated events occur. Notwithstanding the foregoing, the Grantee agrees that the current management of the Property for all current agricultural operations is acceptable and consistent with the Conservation Purposes. Erosion Control. St. Jude's Co. w ill undertake reasonable efforts on the Property to control erosion along trails,roads, irrigation ditches,cultivated fields, and other disturbed areas. Best Management Practices. lb insure livestock use can be maintained in a sustainable manner, grazing of livestock on the Property will be managed consistent with how the Property historically has been managed to allow plants to have adequate recovery and re-growth periods and opportunity for seed dissemination and seedling establishment using best management practices in St. Dudes' discretion. Future Management It is recognized that the current management of the Property is in compliance with the terms set forth in the deed of conservation easement. Future management or substantial changes to the current management of the Property must be in compliance with the terms set forth in the deed of conservation easement and this plan. If a substantial change n contemplated the owner and manager must contact OST to confirm that such activities are consistent with the terms of the conservation easements and to determine if this Plan should be amended. This Plan is effective immediately and shall be updated five (5) years from the effective date of this management plan. If no updates are necessary, the Plan is deemed to be automatically renewed for another five(5) ycars in its current form. Complete Agreement This Plan, which must be read with the terms of the Deed of Conservation Easement, is the full and complete agreement between parties and may not be modified except in writing signed by each party. Nothing in this Plan shall be interpreted as being inconsistent with the Easement. which shall remain the controlling document. Accepted: GRANTOR: St. Jude's Co. GRANTEE: Pitkin County Board of County Commissioners through the Pitkin County Open Space and Trails department Gary Tennenbaum, Director Pitkin County Open Space and Trails EXHIBIT D Water rights as described below including all water rights not enumerated that are appurtenant to the Property: 1/2 of the appurtenant water rights in the Grace and Shehi Ditch consisting of at least 4.55 C F.S and 1/2 of the appurtenant water rights of the Red Rock Bluff Ditch consisting of at least 2.5 C.F.S. 20414257_4 12,28/2016