HomeMy WebLinkAboutbocc.ord.016.2021 Contract No. 204.2021 Attached
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DOC CODE: ORDINANCE DOC CODE: ORDINANCE
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Janice K.Vos Caudill, Pitkin County,CO Janice K.Vos Caudill,Pitkin County,CO
AN ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN
COUNTY, COLORADO, AUTHORIZING ACQUISITION OF THE COFFMAN RANCH
CONSERVATION EASEMENT
ORDINANCE NO. 016-2021
RECITALS
WHEREAS, Pursuant to 30-35-301 C.R.S.,the Board of County Commissioners("BOCC")of
Pitkin County, Colorado a Home Rule County is authorized to make and publish ordinances for
carrying into effect or discharging the powers and duties conferred upon such counties by law
and as seems necessary,and
WHEREAS, Pursuant to Section 2.8.1 of the Home Rule Charter("HRC"), the BOCC is
authorized to take official action by Ordinance for certain matters where action is prescribed
pursuant to the Colorado Revised Statutes as amended, and
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WHEREAS,The Voters of Pitkin County and the Pitkin County Commissioners established an Open
Space and Trails Fund for the purposes of preserving and providing open space and trails resources,
and established an Open Space and Trails Board of Trustees to guide the expenditure of those funds,
and
WHEREAS,The Open Space and Trails Program is charged with preserving open space lands, and
WHEREAS, The 141 acre Coffman Ranch possesses habitat, agricultural resources, scenic and
recreational values, and the Aspen Valley Land Trust intends to purchase the ranch and then sell a
conservation easement on the property for$2,000,000,and
WHEREAS, the Pitkin County Open Space and Trails Board unanimously recommends this
acquisition,and
WHEREAS, The BOCC 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 and legislation to be effective immediately upon adoption,and
WHEREAS, The BOCC finds that adoption of this ordinance is in the best interest of the citizens
of Pitkin County.
NOW, THEREFORE,BE IT ORDAINED by the Board of County Commissioners of Pitkin
County, Colorado that it hereby adopts an Ordinance Authorizing the Purchase of the Property
and authorizes the Chair or the Chair's designee to sign the Ordinance and upon the satisfaction
of the County Attorney as to form, execute any other associated documents necessary to
complete this matter. Further,that the Chair or the Chair's designee shall be authorized to:
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1. Approve an expenditure of up to $2,000,000 for the Property and transaction costs up
to $10,000.
2. Execute a purchase contract and other documents as necessary to complete the
transaction upon approval of the form by the County Attorney.
3. That adjustments be made to the year 2021 budget as follows:
OPEN SPACE AND TRAILS FUND
Previous This Revised Project
Budget Change Budget
Acquisition Cost $0 $2,000,000.00 $2,000,000.00
Estimated Transaction Costs $0 $ 10,000.00 $ 10,000.00
Total Expenditure $0 S2,010,000.00 $2,010,000.00
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INTRODUCED AND FIRST READ ON THE 10th DAY OF MARCH, 2021 AND SET FOR
SECOND READING AND PUBLIC HEARING ON THE 24th DAY OF MARCH 2021.
NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE
ORDINANCE PUBLISHED IN THE ASPEN TIMES WEEKLY ON THE 11'h DAY OF
MARCH, 2021.
NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE ORDINANCE POSTED
ON THE OFFICIAL PITKIN COUNTY WEBSITE(www.pitkincounty.com )ON THE 1
DAY OF MARCH 2021.
ADOPTED AFTER FINAL READING AND PUBLIC HEARING ON THE 24'h DAY OF
MARCH 2021.
PUBLISHED BY TITLE AND SHORT SUMMARY, AFTER ADOPTION, IN THE ASPEN
TIMES WEEKLY ON THE IS'DAY OF APRIL, 2021.
POSTED BY TITLE AND SHORT SUMMARY ON THE OFFICIAL PITKIN COUNTY
WEBSITE(www.pitkincounty.com )ON THE 25'h DAY OF MARCH, 2021.
ATTEST: BOARD OF COUNTY COMMISSIONERS
By , ta- jotk.1-5 By:
Jeanette Jones Kelly McNicholas Kury,Chair
Deputy County Clerk Apr-13-2021
Date:
APPROVED AS TO FORM: MANAGER APPROVAL
John Ely,County Attorney Phylis Mattice for Jon Peacock, County Manager
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AGREEMENT
FOR SALE OF CONSERVATION EASEMENT
(Coffman Ranch—Garfield County)
THIS AGREEMENT FOR SALE OF CONSERVATION EASEMENT (the"Agreement") is
entered into this.f-tk'day of l I 2021, by and between the ASPEN VALLEY LAND TRUST
("Seller") and the BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO
(the"Buyer"). The following exhibits are attached to this Agreement:
Exhibit A: Description of the Property;
Exhibit B: Description of Water Rights Appurtenant to the Property;
Exhibit C: December 7, 2020 amended contract for AVLT's purchase of the Property from
Coffman;
RECITALS:
A. Seller has entered into a contract dated October 7, 2020 and amended December 2, 2020
to purchase approximately 140 acres of Property located in unincorporated Garfield
County, Colorado commonly known as Coffman Ranch (the "Property"), as more
particularly described on attached Exhibit A. Appurtenant to the Property are certain water
rights(the"Water Rights")described on Exhibit B attached hereto.
B. Seller's ability to consummate the purchase of the Property is contingent on Buyer's
contemporaneous purchase of a conservation easement from Seller.
C. Concurrent with its purchase of the Property, Seller, therefore, desires to grant a
conservation easement (the "Conservation Easement") on the Property and the Water •
Rights. In addition to the Property,the Conservation Easement shall include approximately
thirty-eight(38)acres of property that is currently encumbered by a conservation easement
held by AVLT; twenty-nine(29)acres of which are part of the Property and nine(9)acres
of which are owned by the adjacent property owner.
D. Buyer desires to acquire the Conservation Easement for a purchase price of Two Million
and No/100 Dollars($2,000,000.00).
AGREEMENT
1. CONVEYANCE OF CONSERVATION EASEMENT.
The Conservation Easement shall be in form mutually agreed upon by the Parties.
2. PURCHASE PRICE.
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The purchase price for the Conservation Easement, including earnest money,shall be Two Million
and No/100s Dollars($2,000,000.00)(the"Purchase Price"). The Purchase Price shall be paid by Buyer
to Seller as follows:
A, EARNEST MONEY. Buyer shall tender to Land Title Guaranty Company (the "Title
Company")earnest money in the amount of Five Thousand and No/100 Dollars($5,000.00)within seven
(7)days of delivery of a fully signed copy of this Agreement to Seller. Any and all monies paid by Buyer
prior to Closing shall be placed in an insured, interest bearing money market-type account with a local
commercial bank with all interest thereon to accrue for the benefit of Buyer. If Buyer shall ever be in
default under this Agreement resulting in a forfeiture of its earnest money, Seller shall be entitled, as its
sole and separate property, all interest earned on said earnest money.
B, CLOSING FUNDS.On the Closing date set forth below, the balance of the Purchase Price
shall be paid to Seller in cash, certified funds, by wire transfer or other immediately available funds.
3. CLOSING DATE.The Closing Date shall be on the date specified in the Schedule of Events in
Paragraph 4 below.
4. SCHEDULE OF EVENTS.
Event Date
Alternative Earnest Money Deadline 7 days from Mutually Executed Contract(MEC)
Record Title Deadline 14 days from MEC
Record Title Objection Deadline 21 days from MEC
Off-record Title Deadline 14 days from MEC
Title Resolution Deadline 28 days from MEC
Seller's Property Disclosure Deadline 14 days from MEC
Appraisal Deadline N/A
Appraisal Objection Deadline N/A
Appraisal Resolution Deadline N/A
New ILC or New Survey Deadline 14 days from MEC
New ILC or New Survey Objection Deadline 21 days from MEC
New ILC or New Survey Resolution Deadline 28 days from MEC
Inspection Objection Deadline 21 days from MEC
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Inspection Resolution Deadline 28 days from MEC
Property Insurance Objection Deadline 21 days from MEC
Due Diligence Documents Delivery Deadline 14 days from MEC
Due Diligence Documents Objection Deadline 21 days from MEC
Due Diligence Documents Resolution Deadline 28 days from MEC
Closing Date August 31,2021
Acceptance Deadline July 2 ,2021
The closing of the transaction contemplated hereunder(the "Closing")shall be held at the office
of the Title Company on August 31,2021 unless this date is changed by mutual consent.
5. INSPECTION AND REVIEW.
A. EVIDENCE OF TITLE.
a. Title Commitment. Seller shall cause to be furnished to Buyer a current
commitment for owner's title insurance policy("Title Commitment")in an amount equal to the Purchase
Price in accord with the Schedule of Events set forth above. All costs associated with obtaining the title
commitment shall be borne by Seller at Seller's expense. Seller shall cause the title insurance policy to be
issued and delivered to Buyer as soon as practicable at or after Closing. The Title Commitment shall
commit to delete or insure over the standard exceptions which relate to:
(1) parties in possession,
(2) unrecorded easements,
(3) survey matters,
(4) any unrecorded mechanic's liens,
(5) gap period(effective date of commitment to date deed is recorded),
(6) unpaid taxes, assessments and unredeemed tax sales prior to the year of
Closing.
Any additional premium expense to obtain this additional coverage shall be paid by Seller.
b. Copies of Exceptions to Title. Seller,at Seller's expense,shall furnish to Buyer:
(1) copies of any plats, declarations, covenants, conditions and restrictions
burdening the Property;and
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(2) copies of all documents listed on Schedule B-2 of the Title Commitment.
This requirement shall pertain only to documents as shown of record in the offices of the clerk and
recorder. The Title Commitment, together with any copies or summaries of such documents furnished
pursuant to this section, constitute the title documents (the"Title Documents").
c. Survey. Seller shall provide Buyer and the Title Company, a current Boundary
Survey of the Property (the"Survey"). The cost for the Survey shall be paid by Seller.
B. TITLE AND SURVEY REVIEW.
a. Title Review. Buyer shall have the right to inspect the Title Documents. Written
notice by Buyer of unmerchantability of title, form or content of Title Commitment or of any other
unsatisfactory title condition shown by the Title Documents shall be signed by or on behalf of Buyer and
given to Seller in accord with the Schedule of Events set forth above or within seven(7)days after receipt
by Buyer of any change to the Title Documents or endorsement to the Title Commitment together with a
copy of the document adding any new exception to title. If Seller does not receive Buyer's notice by the
date specified above, Buyer accepts the condition of title as disclosed by the Title Documents as
satisfactory.
b. Matters not Shown by the Public Records. Seller shall deliver to Buyer, in accord
with the Schedule of Events set forth above, true copies of all leases and surveys in Seller's possession
pertaining to the Property and shall disclose to Buyer all easements, liens or other title matters(including,
without limitation,rights of first refusal, and options) not shown by the public records of which Seller has
actual knowledge. Buyer shall have the right to inspect the Property to determine if any third party has
any right in the Property not shown by the public records (such as an unrecorded easement, unrecorded
lease,or boundary line discrepancy). Written notice of any unsatisfactory condition disclosed by Seller or
revealed by such inspection shall be signed by or on behalf of Buyer and given to Seller in accord with
the Schedule of Events set forth above. If Seller does not receive Buyer's notice by said date,Buyer accepts
title subject to such rights, if any,of third parties of which Buyer has actual knowledge.
c. Survey Review.Buyer shall have the right to inspect the Survey. In accord with the
Schedule of Events set forth above, Seller shall deliver to Buyer (i) a current Survey of the Property
certified by a licensed Colorado surveyor for the express benefit of Seller,Buyer,and the Title Company,
depicting all property corners, improvements, easements and rights of way, driveways, parking areas,
walls, fences,encroachments on or off the Property, utility lines and utility installations, and restrictions
of record.Cost of the Survey shall be borne by Seller.The Survey shall be in a form and content sufficient
to cause the Title Company to issue an endorsement to the Title Commitment agreeing to delete from
Schedule B (Section 2) of its to-be-issued title policy standard printed exception Nos. 1-5 at no cost to
Buyer. Buyer has the right to review and object to the Survey. In the event the Survey discloses matters
that in the Buyer's opinion constitute defects in Seller's title,Buyer shall give Seller written notice of such
unsatisfactory title condition(s)in accord with the Schedule of Events set forth above. If no such notice is
timely given,Buyer shall be deemed to have waived any objections to matters shown on the Survey.
d. Special Taxing Districts. Special taxing Districts may be subject to general
obligation indebtedness that is paid by revenues produced from annual tax levies on the taxable property
within such districts.Property owners in such Districts may be placed at risk for increased mill levies and
excessive tax burdens to support the servicing of such debt where circumstance arise resulting in the
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inability of such a District to discharge such indebtedness without such an increase in mill levies. Buyer
should investigate the debt financing requirements of the authorized general obligation indebtedness of
such Districts, existing mill levies of such District servicing such indebtedness, and the potential for an
increase in such mill levies.
e. Right to Object,Cure. If Seller receives notice of unmerchantability of title or any
other unsatisfactory title condition (whether or not shown by the public records) or Title Commitment
terms, Survey or Special Taxing Districts,as provided in subsections a, b, c and d above, Seller may use
reasonable efforts to correct said items and bear any expense to correct the same prior to Closing. If such
unsatisfactory condition is not corrected on or before Closings or Seller fails to meet any Deadline as set
forth in the Schedule of Events above, Buyer, in Buyer's sole subjective discretion, may terminate this
Agreement; provided, however, Buyer may, by written notice received by Seller on or before Closings,
waive objection to such unsatisfactory condition.
f. Title Advisory. The Title Documents affect the title, ownership and use of the
Property and should be reviewed carefully. Additionally, other matters not reflected in the Title
Documents may affect the title,ownership and use of the Property,including without limitation boundary
lines and encroachments, area, zoning, unrecorded easements and claims of easements, leases and other
unrecorded agreements, and various laws and governmental regulations concerning Property use,
development and environmental matters.
C. PROPERTY DISCLOSURE, INSPECTION AND INSURABILITY; BUYER
DISCLOSURE. Seller agrees to provide Buyer with a Seller's Property Disclosure form completed by
Seller to the best of Seller's current actual knowledge.
a. Inspection Objection Deadline.Buyer shall have the right to have inspections of the
physical condition of the Property. if the physical condition of the Property is unsatisfactory in Buyer's
sole subjective discretion,Buyer shall,in accord with the Schedule of Events,provide Seller with a written
objection of any unsatisfactory physical condition which Buyer requires Seller to correct.
If written notice is not received by Seller, in accord with the Schedule of Events set forth above,
the physical condition of the Property shall be deemed to be satisfactory to Buyer.
b. Resolution Deadline. If a Notice to Correct is received by Seller and if Buyer and
Seller have not agreed in writing to a settlement thereof before the Inspection Objection Resolution
Deadline, this Agreement shall terminate, unless before such termination Seller receives Buyer's written
withdrawal of its objection.
c. Damage,Liens and indemnity.Buyer is responsible for payment for all inspections,
surveys (except for the survey provided by Seller as set for in Paragraph 5.A.c above), and engineering
reports or for any other work performed at Buyer's request and shall pay for any damage which occurs to
the Property as a result of such activities. Buyer shall not permit claims or liens of any kind against the
Property for inspections, surveys,engineering reports and for any other work performed on the Property
at Buyer's request. Buyer agrees to indemnify, protect and hold Seller harmless from and against any
liability,damage,cost or expense incurred by Seller in connection with any such inspection,claim,or lien.
This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to enforce this
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subsection, including Seller's reasonable attorney and legal fees. The provisions of this subsection shall
survive the termination of this Agreement.
6. CONSERVATION EASEMENT CLOSING.
At the Closing,Seller shall execute and deliver to Buyer or its assigns the Conservation Easement.
The Property shall be free and clear of all liens, encumbrances, and other exceptions, including but not
limited to any rights retained by the Coffman Northside Ranch LLLP as otherwise described in Exhibit C
including any amendments thereto, except such easements, restrictions and other exceptions as are of
record and are approved by Buyer during the due diligence period set forth in the Schedule of Events.
Notwithstanding the foregoing, in the event that,at the time of Closing,Coffman Northside Ranch LLLP
retains a security interest in the Property as specifically contemplated in Exhibit C, Buyer and Seller shall
perform hereunder provided that any such security interest is subordinate to the Deed of Conservation
Easement contemplated by this Agreement.
7. CONDITION OF THE PROPERTY AND THE PROPERTY,REPRESENTATIONS.
As of the date of this Agreement and the date of Closing, Seller warrants and represents the
following:
A. Seller is the record owner of the Property.
B. There are no actions,suits,proceedings or investigations pending or,to Seller's knowledge
threatened, against or affecting the Property, or arising out of Seller's conduct on the Property.
C. To Seller's actual knowledge, Seller is in substantial compliance with the laws,orders,and
regulations of each governmental department, commission, board, or agency having jurisdiction over the
Property in those cases where noncompliance would have a material adverse effect on the Property.
D. Other than this Agreement or as otherwise disclosed in writing to Buyer at or before the
termination of the Inspection Period,no person has a right to possession of the Property or holds an option
or right of first refusal or a right of access across the Property other than as disclosed in the exceptions
noted on Schedule B-2 of the Title Commitment.
E. The Property, to the best of Seller's actual knowledge, is not in violation of any federal,
state or local law, ordinance or regulation relating to environmental conditions on, under or about the
Property, including, but not limited to,soil and groundwater conditions. Neither Seller, nor to the best of
Seller's actual knowledge any third party, has used, generated, manufactured, refined, produced,
processed, stored or disposed of on, or under the Property or transported to or from the Property any
Hazardous Materials nor does Seller intend to use the Property prior to Closings date for the purpose of
generating manufacturing, refining,producing, storing,handling, transferring, processing or transporting
Hazardous Materials. For the purposes hereof, "Hazardous Materials" does not mean any typical
agricultural chemicals such as herbicides and pesticides 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; but shall mean any flammable explosives, radioactive materials, asbestos, , organic
compounds known as polychlorinated biphenyls, chemicals known to cause cancer or reproductive
toxicity, pollutants, contaminants, hazardous wastes, toxic substances or related materials, including,
without limitation, any substances defined as or included in the definition of"hazardous substances",
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"hazardous material" or "toxic substances" in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sec. 9601, et seq., the Hazardous
Materials Transportation Act,49 U.S.C. Sec. 1801,et seq.,the Resource Conservation and Recovery Act,
42 U.S.C. Sec. 6901 et seq., or any other federal, state or local statute, law, ordinance, code, rule,
regulation, order, decree or other requirement of governmental authority regulating, relating to or
imposing liability or standard of conduct concerning any hazardous, toxic or dangerous substance or
material, as now or at any time hereafter in effect, and in the regulations adopted, published and/or
promulgated pursuant to said laws.To the best of Seller's actual knowledge and except as disclosed herein,
there are no other underground storage tanks situated in the Property. Seller hereby discloses the presence
of two (2) above ground fuel storage tanks on the Property. Both above ground fuel storage tanks are in
current operation and are located near the Ranch Foreman's residence. Seller also discloses the existence
of a former household refuse/trash burn area containing approximately 30 yards of household trash which
is located approximately 1,500 southwest of the main residence on the Property.
F. No representation,warranty,or statement made herein by Seller contains any known untrue
statement of any material fact or omits to state any material fact necessary in order to make such
representation,warranty, or statement not misleading.
G. Walk-Through and Verification of Condition. Buyer, upon reasonable notice, shall have
the right to walk through the Property prior to Closing to verify that the physical condition of the Property
complies with this Agreement.
H. Seller is duly authorized and has taken all necessary actions to execute and perform this
Agreement and this Agreement is enforceable against Seller in accordance with its terms.
8. CONDITION OF PROPERTY, LIABILITY.
Seller has made certain representations and warranties concerning the Property and its condition.
During the Inspection Period the Buyer has the right to inspect the condition of the Property. However,
without regard to any inspections made by the Buyer, nothing in this Agreement shall relieve either party
of liability for misrepresentation, breach of warranty or failure to reasonably inspect the condition of the
Property.
9. TAXES.
Seller shall pay all general taxes and assessments and all sale, excise, transfer and deferred and
recapture taxes of any type,for the Property for the current year and all years prior to Closing. Seller shall
remain responsible for payment of taxes for the Property encumbered by the Conservation s.
10. PRESERVATION OF PROPERTY; RISK OF LOSS.
Except as otherwise set forth herein, Seller agrees that the Property shall remain as it now is until
Closing, and that Seller agrees that it shall neither use nor consent to any use of the Property for any
purpose or in any manner which would adversely affect Buyer's intended acquisition of the Conservation
Easement. This covenant expressly precludes any mining of any type on the Property. In the event that
Seller shall use or consent to such use of the Property, Buyer may, without liability, refuse to accept the
conveyance of the Conservation Easement, in which event the earnest money plus all accrued interest
shall be refunded.
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11. COSTS AND FEES.
Closing fees shall be paid by the Buyer and Seller equally. The premium for the title insurance
policy described above shall be paid by Seller.
12. LIQUIDATED DAMAGES; DEFAULT.
A. SELLER'S REMEDIES. In the event that(a)all of the conditions to this Agreement for
the benefit of Buyer shall have been satisfied,or waived by Buyer, (b) Seller shall have fully performed
or tendered performance of its obligations under this Agreement, and (c) Buyer shall be unable or shall
fail to perform its obligations under this Agreement,then the entire amount of the earnest money plus all
accrued interest thereon shall be retained by Seller as liquidated damages under this Agreement,and Buyer
shall have no further liability to Seller. Buyer and Seller hereby acknowledge and agree that Seller's
damages would be difficult or impossible to determine and that the amount of earnest money is the parties'
best and most accurate estimate of the damages Seller would suffer in the event the transaction provided
for in this Agreement fails to close and is reasonable under the circumstances existing as of the date of
this Agreement. Seller expressly waives the remedies of specific perfonnance and additional damages.
Buyer and Seller agree that Seller's right to retain the earnest money shall be the sole remedy of Seller in
the event of a breach of this Agreement by Buyer.
B. BUYER'S REMEDIES. If Seller shall fail to consummate the transaction contemplated
hereunder for any reason, or if such transaction shall fail to close for any reason other than default by
Buyer,Buyer may elect, at Buyer's sole option: (i)To terminate this Agreement and be released from its
obligations hereunder, in which event the earnest money shall be returned to Buyer; or (ii) o proceed
against Seller for specific performance of this Agreement. In the event the transaction contemplated by
this Agreement fails to close as a result of Seller's default in the performance of its obligations established
in this Agreement,the above remedies shall be the sole remedies of Buyer.
13. NOTICES.
Any notice required or permitted under this Agreement shall be in writing and shall be hand-
delivered or sent by registered or certified regular mail,postage pre-paid to the addresses of the parties as
follows. Each party by notice sent under this paragraph may change the address to which future notices
should be sent. Electronic delivery of notices shall also be deemed sufficient and considered delivered
upon receipt of confirmation of delivery on the part of the sender.
If to Seller:
A VLT
Attention: Suzanne Stephens
320 Main St#204
Carbondale, Colorado 81623
Phone 970-963-8440
Email: suzanneeavIt.org
With copy to:
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Jessica E. Jay, Attorney at Law
Conservation Law, P.C.
52 Meadowlark Drive
Evergreen,CO 80439
Phone303-674-3709
Fax303-674-3715
Email conservationlaw@msn.com
(Legal Counsel)
If to Buyer:
Pitkin County Board of County Commissioners
Attention: Dale Will
Pitkin County Open Space and Trails
806 West Hallam St.
Aspen,CO 81611
Phone 970-920-5203
Fax:970 920-5198
Email: Dale.Will@oitkincounty.com
with a copy to: •
Pitkin County Attorney
530 East Main St. Suite 301
Aspen, CO 81611
Phone 970-920-5190
Fax: 970 920-5198
Email: attorneyrpitkincountv.com
14. MISCELLANEOUS.
A. BROKER'S COMMISSION. Seller and Buyer each represents to the other that
they have no Agreement with any broker or finder with regard to this transaction.
B. CERTIFICATE. Seller hereby declares and represents to Buyer that it is not a "foreign
person"for purposes of withholding of federal tax as described in such Certificate.At or prior to Closings,
Seller shall furnish to Buyer a duly executed Certificate of Non-Foreign Status.
C. ASSIGNS. Buyer may assign this Agreement and its rights as Buyer hereunder, to other
assignees consistent with the conservation purposes of the Conservation Easement provided that such
assignments are approved by the Seller.
D. BINDING EFFECT. The terms and conditions of this Agreement shall be binding upon
and shall inure to the benefit of the parties' heirs, executors,administrators, successors and assigns.
E. EXHIBITS. The exhibits hereto constitute an integral part of this Agreement and are
hereby incorporated herein.
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F. COUNTERPARTS;FACSIMILE SIGNATURES.This Agreement may be executed in
counterparts, all of which shall constitute one agreement which shall be binding on all of the parties,
notwithstanding that all of the parties are not signatories to the original or the same counterpart.Signatures
may be evidenced by facsimile transmission and at the request of any party documents with original
signatures shall be provided to the other party.
G. SEVERABILITY. Provided each party receives the substantial benefit of the bargain
memorialized in this Agreement, if any provision of this Agreement shall be held invalid, the other
provisions hereof shall not be affected thereby and shall remain in full force and effect.
H. ENTIRE AGREEMENT. This Agreement represents the entire agreement of the parties
and may not be amended except by a writing signed by each party thereto.
1. AUTHORITY. Each party to this Agreement warrants to the other that the respective
signatories have full right and authority to enter into and consummate this Agreement and all related
documents.
J. MERGER.The obligations,covenants,representations, warranties and remedies set forth
in this Agreement shall not merge with transfer of title but shall remain in effect after the Date of Closings.
K. FURTHER ACTIONS. Each party shall execute and deliver or cause to be executed and
delivered any and all instruments reasonably required for this Agreement of Sale of Conservation
Easement. to convey the Conservation Easement to Buyer and to vest in each party all rights, interests
and benefits intended to be conferred by this Agreement.
L. GOVERNING LAW. This Agreement shall be governed by and construed in accordance
with the laws of the State of Colorado. The parties hereto agree and intend that the proper and exclusive
forum for any litigation of any disputes or controversies arising out of or related to this Agreement shall
be the District Court for Garfield or Pitkin County, Colorado. For purposes of any litigation, the parties
consent to the chosen forum for purposes of jurisdiction and venue.
M. OFFER.When signed and delivered to the Seller by Buyer,this Agreement will constitute
an offer to the Seller that can be accepted only by the Seller signing and delivering to Buyer an executed
original of this Agreement. Buyer may withdraw such offer in writing at any time prior to its acceptance.
N. LABOR AND MATERIAL. Seller shall deliver to Buyer at Closing an affidavit, on a
form acceptable to Buyer,signed by Seller that no labor or materials have been furnished to the Property
within the statutory period for the filing of mechanics' or materialmen's liens against the Property,or, if
labor or materials have been furnished during the statutory period, Seller shall deliver to Buyer and Title
Company, such material(s) as may be required for the deletion of Schedule B standard title exceptions
paragraph number 4 (any lien, or right to a lien, for services, labor or material heretofore or hereafter
furnished, imposed by law and not shown by the public records)related to work done on the Property.
0. ATTORNEY FEES, In the event of any action for breach of,to enforce the provisions of,
or otherwise involving this Agreement, the parties shall bear the their own attorney fees. Costs shall be
awarded to the prevailing party in accord with applicable law.
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P. SATURDAYS,SUNDAYS,HOLIDAYS.If the final date of any time period of limitation
set out in any provision of this agreement falls on a Saturday, Sunday or a legal holiday under the laws of
the State of Colorado, then the time of such period shall be extended to the next day which is not a
Saturday, Sunday or legal holiday.
Q. INDEMNIFICATION. Buyer shall indemnify and hold Seller harmless from and against
any and all liens, claims, causes of action, damages, liabilities and expenses (including reasonable
attorneys' fees) arising out of Buyer's inspections or tests permitted under this Agreement, provided,
however, the indemnity shall not extend to protect Seller from any pre-existing liabilities for matters
merely discovered by Buyer (i.e., latent environmental contamination) so long as Buyer's actions do not
aggravate any pre-existing liability of Seller. Buyer's obligations under this Agreement Subsection Q
shall survive the termination of this Agreement and shall survive the Closings.
R. TIME OF ESSENCE,DEFAULT AND REMEDIES.Time is of the essence hereof. If
any note or check received as earnest money hereunder or any other payment due hereunder is not paid,
honored or tendered when due,or if any other obligation hereunder is not performed or waived as herein
provided, remedies shall be limited to those described in Section 12 above.
S. MEDIATION.If a dispute arises relating to this Agreement,prior to or after Closings,and
is not resolved, the parties shall first proceed in good faith to submit the matter to mediation. Mediation
is a process in which the parties meet with an impartial person who helps to resolve the dispute informally
and confidentially. Mediators cannot impose binding decisions. The parties to the dispute must agree
before any settlement is binding. The parties will jointly appoint an acceptable mediator and will share
equally in the cost of such mediation,The mediation,unless otherwise agreed, shall terminate in the event
the entire dispute is not resolved within 30 calendar days of the date written notice requesting mediation
is sent by one party to the other at the party's last known address. This section shall not alter any date in
this Agreement, unless otherwise agreed.
T. EARNEST MONEY DISPUTE. In the event of any controversy regarding the earnest
money and things of value (notwithstanding any termination of this Agreement or mutual written
instructions), Earnest Money Holder shall not be required to take any action. Earnest Money Holder may
await any proceeding,or at its option and sole discretion, interplead all parties and deposit any money or
things of value into a court of competent jurisdiction and shall recover court costs and reasonable attorney
and legal fees.
U. TERMINATION. In the event this Agreement is terminated, all payments and things of
value received hereunder shall be returned and the parties shall be relieved of all obligations hereunder.
15. SURVIVAL
All of the warranties and representations contained in this Agreement of an ongoing nature or
intended to survive shall survive the actual closing of the transaction contemplated thereby.
16. EFFECTIVE DATE.
The Effective Date of this Agreement shall he the last date signed by either party.
1 NOTICE OF ACCEPTANCE,COUNTERPARTS.
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This proposal shall expire unless accepted in writing, by Buyer and Seller, as evidenced by their
signatures below, and the Seller receives a signed counterpart of this Agreement in accord with the
Schedule of Events set forth above. If Seller receives a signed counterpart within said time period, this
document shall become an Agreement between Seller and Buyer.
18. SELLER'S CONTINGENCY REGARDING THE PURCHASE OF THE PROPERTY
FROM COFFMAN NORTHSTDE RANCH L.L.L.C..
Seller's obligation to perform hereunder is expressly conditioned upon its acquisition of the
Property pursuant to the contract attached as Exhibit C,as it may be amended. In the event this underlying
purchase is not consummated by December 31, 2021 this Agreement shall terminate and Buyer shall be
entitled to a prompt return of all Earnest Money paid.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.
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SELLER:
Aspen Valley Land Trust
c2.4....Q. L � _
David Chase
ltidcnt.AVL'�Board of D' ctiu tors
Pate:ZoNI 271201.1
BUYER:
PITKIN COUNTY BOARD OF COUNTY
COMMISSIONERS
Chair Jeanette Jones, Deputy County Clerk
Pitkin County Board of County Commissioners
Date; Date:._
RECOMMENDED FOR APPROVAL
Dale Will,Acquisitions Director
Open Space and Trails Program
13
RECEPTION#: 681315, 10/07/2021 at 02:46:24 PM, Pgs 17 of 64,Janice K.Vos Caudill, Pitkin County,CO ,
SELLER:
Aspen Valley Land Trust
David Chase
President,AVLT Board of Directors
Date:
BUYER:
PITKIN COUNTY BOARD OF COUNTY
COMMISSIONERS
Chair —Jeanette done,beputy County Clerk
Pitkin County Board of County Commissioners
Date: Jul-07-2021 -Date: •
RECOMMENDED FOR APPROVAL: APPROVED TO FORM:
NU, Oa By:
Dale Will,Acquisitions Director Richard .Neiley III,Assistant
Open Space and Trails Program County Attorney
13
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EXHIBIT A
Legal Description of the Property
LOT 1,DOUG COFFMAN SUBDIVISION,AS MORE PARTICULARLY DESCRIBED ON THE DOUG COFFMAN
SUBDIVISION FINAL PLAT RECORDED APRIL 26,2010 AT RECEPTION NO.785072 IN THE RECORDS OF
THE GARFIELD COUNTY CLERK AND RECORDER'S OFFICE,COUNTY OF GARFIELD,STATE OF
COLORADO.
BEING A REPLATOF THE FOLLOWING PROPERTIES:
PARCEL A:
LOT 4(REMAINDER PARCEL)
A PARCEL OF LAND SITUATED IN GOVERNMENT LOTS 12 AND 13,AND PORTIONS OF GOVERNMENT
LOTS 15,16,AND 17 OF SECTION 36,TOWNSHIP 7 SOUTH, RANGE 88 WEST OF THE SIXTH PRINCIPAL
MERIDIAN;ALSO A PORTION OF GOVERNMENT LOT 14 OF SECTION 31,TOWNSHIP 7 SOUTH,RANGE
87 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF GARFIELD,STATE OF COLORADO BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHWEST CORNER OF SAID LOT 13(WHENCE THE WITNESS CORNER BEING
A FOUND#6 REBAR AND ALUMINUM CAP L.S.#26950 BEARS SOUTH 00°10'33"EAST, 10.00 FEET;
THENCE NORTH 89°03'22"EAST 885.38 FEET ALONG THE NORTHERLY LINE OF SAID LOT 13 TO THE
NORTHWEST CORNER OF SAID LOT 12;
THENCE NORTH 89°12'48"EAST 494.20 FEET ALONG THE NORTHERLY LINE OF SAID LOT 12 TO THE
NORTHEAST CORNER OF SAID LOT 12;
THENCE SOUTH 00.45'20" EAST 697.53 FEET ALONG THE EASTERLY LINE OF SAID LOT 12,TO THE
SOUTHEAST CORNER OF SAID LOT 12;
THENCE SOUTH 00'326'40" EAST 602.39 FEET ALONG THE EASTERLY LINE OF LOT 17 TO AN ANGLE
POINT ON THE NORTHERLY LINE OF SAID LOT 17;
THENCE NORTH 88°31'40"EAST 1216.62 FEET ALONG THE NORTHERLY LINE OF SAID LOT 17;
THENCE LEAVING SAID NORTHERLY LINE SOUTH 00°34'37" EAST 393.41 FEET;
THENCE SOUTH 42°29'00 EAST, 314.67 FEET;
THENCE SOUTH 60°16'32" EAST,46.49 FEET;
THENCE SOUTH 89'58'11" EAST,63.14 FEET;
THENCE NORTH 80°02'27"EAST, 267.98 FEET;
THENCE NORTH 63°08'55"EAST, 181.90 FEET;
THENCE NORTH 87°09'51"EAST, 165.34 FEET;
THENCE NORTH 00°12'09"WEST, 535.23 FEET TO A POINT ON THE NORTHERLY LINE OF SAID LOT 17;
THENCE NORTH 88°31'40"EAST 57.60 FEET ALONG SAID NORTHERLY LINE TO THE NORTHWEST
CORNER OF SAID LOT 14;
THENCE NORTH 88°31'40"EAST 499.88 FEET ALONG THE NORTHERLY LINE OF SAID LOT 14 TO THE
NORTHEAST CORNER OF SAID LOT 14;
THENCE SOUTH 00°30'00" EAST 721.07 FEET ALONG THE EAST LINE OF SAID LOT 14 TO A POINT ON
AN EXISTING FENCE,ALSO BEING ON THE NORTHERLY RIGHT OF WAY LINE OF COUNTY ROAD 100;
THENCE ALONG SAID FENCE AND THE NORTHERLY RIGHT OF WAY LINE OF SAID COUNTY ROAD THE
FOLLOWING FOURTEEN(14)COURSES:
1.SOUTH 79°49'23"WEST,A DISTANCE OF 47.58 FEET;
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2.SOUTH 73°31'13"WEST,A DISTANCE OF 120.98 FEET;
3.SOUTH 69°43'21"WEST,A DISTANCE OF 189.48 FEET;
4. SOUTH 74°47'25" WEST,A DISTANCE OF 129.37 FEET;
5.SOUTH 81°33'50"WEST,A DISTANCE OF 622.29 FEET;
6,SOUTH 81'11'21"WEST,A DISTANCE OF 701.96 FEET;
7.SOUTH 81°30'50" WEST,A DISTANCE OF 984.74 FEET;
8.SOUTH 83'53'04"WEST,A DISTANCE OF 314.48 FEET;
9.SOUTH 86°24'26" WEST,A DISTANCE OF 159.69 FEET;
10.SOUTH 87°37'15"WEST,A DISTANCE OF 112.30 FEET;
11.SOUTH 89°05'08"WEST,A DISTANCE OF 423.29 FEET;
12. SOUTH 88°16'36"WEST,A DISTANCE OF 122.16 FEET;
13, NORTH 88°14112"WEST,A DISTANCE OF 146.07 FEET;
14. NORTH 83°44'01"WEST,61.10 FEET TO THE SOUTHEAST CORNER OF A TRACT OF LAND AS
DESCRIBED IN DEED RECORDED SEPTEMBER 25, 1989 IN BOOK 763 AT PAGE 727;
THENCE CONTINUING ALONG SAID FENCE LINE AND THE NORTHERLY RIGHT OF WAY LINE OF SAID
COUNTY ROAD THE FOLLOWING FIVE(5)COURSES:
1. NORTH 88°09'40"WEST,A DISTANCE OF 178.03 FEET;
2.SOUTH 89°41'20"WEST,A DISTANCE OF 149.39 FEET;
3.SOUTH 89°04'10" WEST,A DISTANCE OF 283.80 FEET;
4.SOUTH 88°44'28" WEST,30.21 FEET TO THE SOUTHEAST CORNER OF A PARCEL OF LAND
DESCRIBED IN DEED RECORDED OCTOBER 30, 1989 IN BOOK 765 AT PAGE 933;
5.SOUTH 88°44'33"WEST,511.81 FEET TO THE SOUTHWEST CORNER OF A TRACT OF LAND AS
DESCRIBED IN BOOK 765 AT PAGE 933;
THENCE LEAVING SAID FENCE AND NORTHERLY RIGHT OF WAY LINE NORTH 15'30'44" EAST,192.83
FEET TO THE NORTHWEST CORNER OF SAID BOOK AND PAGE;
THENCE SOUTH 87°21'45" EAST,227.54 FEET;
THENCE NORTH 79°07'46" EAST, 120.81 FEET;
THENCE SOUTH 84°37'27" EAST, 114.68 FEET TO THE NORTHEAST CORNER OF A TRACT OF LAND AS
DESCRIBED IN BOOK 765 AT PAGE 727;
THENCE SOUTH 83'21'34" EAST, 156.50 FEET;
THENCE NORTH 82'04'26" EAST,266.62 FEET;
THENCE NORTH 79'04'46"EAST,220.50 FEET;
THENCE NORTH 02'44'09"EAST, 115.26 FEET;
THENCE NORTH 22°09'Sl"EAST 22.72 FEET TO A POINT ON THE WESTERLY LINE OF SAID LOT 16;
THENCE NORTH 00°10'33"WEST, 1411.61 FEET ALONG THE WESTERLY LINE OF SAID LOT 16 TO THE
SOUTHWEST CORNER OF SAID LOT 13;
THENCE NORTH 00°10'33"WEST,680.44 FEET ALONG THE WESTERLY LINE OF SAID LOT 13 TO THE
NORTHEAST CORNER OF SAID LOT 13,SAID POINT ALSO BEING THE POINT OF BEGINNING.
EXCEPT THAT PART DESCRIBED IN GENERAL WARRANTY DEED RECORDED MAY 28, 2008 AT
RECEPTION NO. 749269,GARFIELD COUNTY RECORDS.
ALSO KNOWN AS:
LOT 4(REMAINDER PARCEL)OF THE COFFMAN RANCH SUBDIVISION EXEMPTION NORTH PARCEL
PLAT RECORDED NOVEMBER 9,2004 AT RECEPTION NO. 663142.COUNTY OF GARFIELD,STATE OF
COLORADO.
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EXCEPT THAT PART DESCRIBED IN GENERAL WARRANTY DEED RECORDED MAY 28, 2008 AT
RECEPTION NO.749269,GARFIELD COUNTY RECORDS,
PARCEL B;
A PARCEL OF LAND BEING A PORTION OF THAT PROPERTY DESCRIBED AS COMMON RECREATION
RESERVE AREA,ACCORDING TO THE SECOND PARTIAL AMENDED AND BOUNDARY CORRECTION
PLAT RANCH AT ROARING FORK PHASE III COMMON RECREATIONAL RESERVE AND HOMESTEAD
RESERVE RECORDED DECEMBER 5,2001 AT RECEPTION NO. 593079 OF THE GARFIELD COUNTY
RECORDS,SAID PARCEL OF LAND BEING SITUATED IN SECTION 36,TOWNSHIP 7 SOUTH,RANGE 88
WEST OF THE SIXTH PRINCIPAL MERIDIAN,COUNTY OF GARFIELD,STATE OF COLORADO AND IS
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF GOVERNMENT LOT 17 OF SAID SECTION 36,A FOUND
BRASS CAP IN PLACE;
THENCE NORTH 71°07'51"WEST,A DISTANCE OF 3,779.66 FEET TO A POINT ON THE SOUTHERLY
BOUNDARY OF SAID COMMON RECREATION RESERVE AREA,SAID POINT BEING THE TRUE POINT OF
BEGINNING;
THENCE LEAVING SAID SOUTHERLY BOUNDARY NORTH 00°10'33"WEST,A DISTANCE OF 111.96 FEET,
MORE OR LESS TO THE CENTERLINE OF THE ROARING FORK RIVER;
THENCE THE FOLLOWING THREE (3)COURSES ALONG THE CENTERLINE OF SAID ROARING FORK
RIVER:
1. NORTH 62°00'00" EAST,A DISTANCE OF 331.78 FEET;
2.A DISTANCE OF 307.18 FEET ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF
220.00 FEET AND A CENTRAL ANGLE OF 80'00'00"CHORD BEARS SOUTH 78'00'00" EAST,A DISTANCE
OF 282.83 FEET;
3.SOUTH 38'00'00" EAST,A DISTANCE OF 250.00 FEET TO A POINT ON THE SOUTHERLY BOUNDARY
OF SAID COMMON RECREATION RESERVE AREA;
THENCE SOUTH 89'03'22"WEST ALONG SAID SOUTHERLY BOUNDARY,A DISTANCE OF 723.26 FEET
TO THE POINT OF BEGINNING.
COUNTY OF GARFIELD,STATE OF COLORADO.
TOGETHER WITH:
A PARCEL OF LAND BEING A PORTION OF THAT PROPERTY DESCRIBED AS COMMON RECREATION
RESERVE AREA,ACCORDING TO THE SECOND PARTIAL AMENDED AND BOUNDARY CORRECTION
PLAT RANCH AT ROARING FORK PHASE III COMMON RECREATIONAL RESERVE AND HOMESTEAD
RESERVE RECORDED DECEMBER 5,2001 AT RECEPTION NO. 593079 OF THE GARFIELD COUNTY
RECORDS,SAID PARCEL OF LAND BEING SITUATED IN SECTION 36,TOWNSHIP 7 SOUTH, RANGE 88
WEST OF THE SIXTH PRINCIPAL MERIDIAN,COUNTY OF GARFIELD,STATE OF COLORADO AND MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF GOVERNMENT LOT 17 OF SAID SECTION 36,A FOUND
BRASS CAP IN PLACE;
THENCE NORTH 67'36'59"WEST,A DISTANCE OF 2,371.30 FEET TO A POINT BEING THE
INTERSECTION OF THE SOUTHERLY BOUNDARY OF SAID COMMON RECREATION RESERVE AREA AND
16
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TILE CENTERLINE OF THE ROARING FORK RIVER,SAID POINT BEING THE POINT OF BEGINNING;
THENCE THE FOLLOWING ELEVEN (11)COURSES ALONG THE CENTERLINE OF SAID ROARING FORK
RIVER:
1.A DISTANCE OF 208.93 FEET ALONG THE ARC OF A NON-TANGENT CURVE TO THE RIGHT HAVING A
RADIUS OF 300.00 FEET AND A CENTRAL ANGLE OF 39°54'12",CHORD BEARS SOUTH 79°57'06" EAST,
A DISTANCE OF 204.74 FEET;
2.SOUTH 60°00'00" EAST,A DISTANCE OF 230.00 FEET;
3.SOUTH 48°00'00" EAST,A DISTANCE OF 300.00 FEET;
4.SOUTH 60°00'00" EAST,A DISTANCE OF 285.00 FEET;
5.SOUTH 33°00'00" EAST,A DISTANCE OF 180.00 FEET'
6.SOUTH 60°00'00" EAST,A DISTANCE OF 101.21 FEET;
7.A DISTANCE OF 69.81 FEET ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 100.00
FEET AND A CENTRAL ANGLE OF 40°00'00",CHORD BEARS SOUTH 80°00'00"EAST,A DISTANCE OF
68.40 FEET;
8. NORTH 80°00'00 EAST,A DISTANCE OF 85.00 FEET;
9. NORTH 60°00'00" EAST,A DISTANCE OF 220.00 FEET;
10.A DISTANCE OF 247.84 FEET ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF
400.00 FEET AND A CENTRAL ANGLE OF 35°30'00",CHORD BEARS NORTH 77'45'00"EAST,A DISTANCE
OF 243.89 FEET;
11.SOUTH 84°30'00" EAST,A DISTANCE OF 175.26 FEET,TO A POINT ON THE SOUTHERLY BOUNDARY
OF SAID COMMON RECREATION RESERVE AREA;
THENCE ALONG SAID SOUTHERLY BOUNDARY THE FOLLOWING FOUR(4)COURSES:
1.SOUTH 00°29'14"EAST,A DISTANCE OF 365,07 FEET;
2.SOUTH 88°31'40"WEST,A DISTANCE OF 1804.94 FEET;
3. NORTH 00°26'40"WEST,A DISTANCE OF 602.39 FEET;
4. NORTH 00'45'20"WEST,A DISTANCE OF 356.78 FEET TO THE POINT OF BEGINNING.
COUNTY OF GARFIELD,STATE OF COLORADO.
17
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•
EXHIBIT B
Description of the Water Rights Appurtenant to the Property
• 22%of the Slough Ditch's 49.26 cfs
• 35%of the Union Ditch's 31 cfs
;,o. 4 TH3 3LOU B DITCH AND BANNINS LATERAL
Mo. 193.
,o.dl28289
Said ditch is numbered 1, .
Under former decrees of-the Court it bes been awarded
Priority No. 8/4 for 0.58 cubic feet of water per aeoond of
time relating book to and dating from the 31st day of May,
A.D. 1884 under end by virtue of original 'oonstruotion.
Said ditch is under this decree entitled to Priority Ho.
309 for 48.68 oubio feet of water per second of. time relating
back to end dating from the Slat day of Ray A.D. 1890 under and
by virtue of the First ::nlergement,
The claimants of said ditch are Tl. I. Gardner, Catherine I.
Gardner, Daniel Flynn, estate of Margaret Flynn deceased,
Arthur B. Dudley, Alex Cues, Arthur Bon, Jr. end Mars 34rbaz.
Said ditch is used for irrigation purpdees end takes.its supply
of water frog the Roaring Fork River in Garfield County,0olorado.
the headgats is located on the South bank of said river at a
point from which the Southeast corner of Section db Township
9 8., R. 88 u. 6th f.L. beers south E030'18" Last 1545 feet.
The testimony in this vase establishes that the water and
priority rights end volume of water awarded said ditch under
said prior decrees have at ell times been beneficially used
end applied in accordance with the terms of the decree establish.
ins the ease, end said decrees end the priority rights thereby
awarded are hereby ratified and confirmed.
IT I8 Pt1BTf_.;i Ci1DLitr:D ADJUDGED :.ND DECREED That there be allowed
to !low into said ditch from said Roaring Pork River for the
use aforesaid end for the benefit of the parties entitled
thereto under end by virtue of the appropriation by First
llailpr ement iriority No. 309 for 42.68 cubic feet of water Ter
second of time relating beck to and dating from the 31st day of
May, A.D. 1890.
IT IS FURTHER VADERED, ADJUDGED AND DECRis:;D That said
priority No. 309 awarded to the extent of 48.68 oubio feet
of water per second of time is hereby wade absolute end uncou-
ditional.
IT IS ?URTK R ORDZRED, ADJUDGED AND DisCREID BY THE OO1iRi,that
the total amount of water to which said ditch is at present
entitled is computed at 49�•s ubic feet of water per second of
time.
Certified to on May 3, 193? as a true copy by N.D. Smith,
Clerk of the District Court of Garfield County,Co1oredo.
Done in open Court,
By the Court:
'Doha T. Shumate, Judge.
Filed for record June 5, 1937 at 9:47 o'clock A.M., end
reoorded in book 189 at page 140 thereof.
•
•
18
RECEPTION#: 681315, 10/07/2021 at 02:46:24 PM, Pgs 23 of 64, Janice K.Vos Caudill, Pitkin County, CO
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RECEPTION#: 681315, 10/07/2021 at 02:46:24 PM, Pgs 24 of 64, Janice K.Vos Caudill, Pitkin County, CO
EXHIBIT C
December 2,2020 Contract for AVLT's purchase of the Property from Coffman
AMENDMENT TO CONTRACT FOR SALE OF LAND
Coffman Ranch
THIS AMENDMENT TO NTRACT FOR SALE OF LAND(the"Amendment") is entered
into this I aft day of • 2020, by and between Coffman Northside Ranch LLLP, a
Colorado limited liability limited partnership, and its successors and assigns(the"Seller"),and
Aspen Valley Land Trust, a Colorado nonprofit corporation ("AVLT," or the "Buyer")
(collectively the"Parties").This Amendment is to the Contract for Sale of Land that was entered
into by the Parties on October 7, 2020 ("Contract"). This Amendment only amends those
sections of the Contract specifically referenced herein;any section not referenced herein remains
unchanged.
AMENDMENT TO CONTRACT
1. The second Recital of the Contract:Is hereby replaced with the following:
Whereas, Seller desires to sell the fee simple estate in the entirety of its 141-acre real
property, more or less, as legally described in Exhibit A and depicted in Exhibit B,
attached hereto (the "Ranch"), and including all personal property and equipment
mutually agreed to by the parties and listed on an Exhibit to be prepared by the parties
together on or before April 30, 2021, and then incorporated herein by reference (the
"Inclusions"),and all appurtenant water rights as described in Exhibit C,attached hereto
(the"Water Rights"),to Buyer.The Ranch,Inclusions,and Water Rights to be sold may
be referred to herein individually,and shall be referred to collectively as the"Property."
2. Section 1 of the Contract: Is hereby replaced with the following:
DUE DATE ACTION
October 5,2020 Contract Offer Expiration Date
Upon signing Contract $75,000 Earnest Money paid to Seller
October 15,2020 Title Deadline
October 22,2020 Loan Documents Delivery Deadline
October 29,2020 Survey Objection Deadline
November 15,2020 Survey Objection Resolution Deadline
November 30,2020 Title Objection Deadline
November 30,2020 Inspection Objection Deadline
December 30,2020 Retained Water Identification Deadline
December 30,2020 Inspection Objection Resolution Deadline
AVLTAmendment to Purchase Contract for Coffman Ranch
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December 30,2020 Title Objection Resolution Deadline
March 1,2021 Appraisal Objection Deadline
May 1,2021 Buyer's Funding Contingency Deadline
July 1,2021 Insurance Objection Deadline
August 31,2021 Closing Date(payment of$4,425,000 to Seller)
August 31,2022 Remainder Payment Date(S2,000,000 due to Seller)
Lifetime of Sellers Lifelong periodic tenancy for Rex and JoAnn Coffman,
and Carol Walsh during Rex and JoAnn's lifetime
3. Section 1.E of the Contract: Is hereby deleted and replaced with the following:
I.E. CONVEYANCE OF WATER RIGHTS. All water rights appurtenant to the
Ranch shall be conveyed to Buyer as part of the Property included in the Purchase Price.
Such water rights are described in Exhibit C, attached hereto(the"Water Rights"). The
Water Rights and related facilities shall be conveyed at Closing by bill of sale and
Bargain and Sale deed, without any warranty of title. Seller will reserve a sufficient
interest in the Union Ditch water rights to irrigate historically irrigated land on other
property and up to five (5) acres of newly irrigated land. Seller's water rights are
described in Exhibit C,attached hereto(the"Water Rights"),with such reservation being
made prior to the Retained Water Identification Deadline. The exact amounts to be
retained by Seller will be quantified as a percentage compared to Seller's overall historic
irrigation acreage under the Union Ditch.However,Seller agrees to not claim"dry-up"of
any portion of the land or water rights conveyed to Buyer in order to make water
available for new irrigation under the Union Ditch; and this shall be a covenant running
with Seller's retained Union Ditch interest surviving closing and contained in the deed.
4. Section 1.F of the Contract: is hereby created as a new subsection with the following:
1.F. CONVEYANCE OF PERSONAL PROPERTY AS INCLUSIONS. The
parties shall meet on or before April 30,2021,and prepare a list of the personal property
to be conveyed to Buyer at closing and included as part of the Property included in the
Purchase Price, which list shall become an Exhibit to the Agreement and incorporated
herein
5. Section 2 of the Contract: Is hereby replaced with the following:
2. PURCHASE PRICE. The purchase price for the Property, including earnest money,
shall be SIX MILLION FIVE HUNDRED THOUSAND DOLLARS ($6,500,000.00)
(the "Purchase Price"). The Purchase Price shall be paid as follows, subject to the
2
AVLT Amendment to Purchase Contract for Coffman Ranch
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terminable contingencies set forth in paragraphs 14, 15, and 16 herein, which schedule
and terms may be amended upon mutual agreement of the Parties or renegotiation of this
Contract:
2.A. EARNEST MONEY. Buyer shall tender to Land Title Guarantee
Company ("the Title Company") earnest money in the amount of SEVENTY-FIVE
THOUSAND DOLLARS (575,000.00)at the time it delivers a fully signed copy of this
Agreement to Seller.Any and all monies paid by Buyer prior to closing shall be placed in
an insured, interest bearing money market-type account with a local commercial bank
with all interest thereon to accrue for the benefit of Buyer. Whether or not Buyer shall
ever be in default under this Agreement resulting in a forfeiture of its earnest money,
Buyer shall nevertheless be entitled to retain,as its sole and separate property,all interest
earned on said earnest money.
2.B. CLOSING FUNDS. At Closing, FOUR MILLION, FOUR HUNDRED
TWENTY-FIVE THOUSAND DOLLARS (54,425,000.00) shall be paid to Seller in
cash,certified funds,by wire transfer or other immediately available funds.
2.C. REMAINDER PAYMENT.AVLT shall pay or cause to be paid to Seller
the remaining TWO MILLION DOLLARS(52,000,000.00)("Remainder Payment")no
later than August 31, 2022 ("Remainder Payment Date"), unless otherwise mutually
agreed in writing by the Parties.The owner agrees to finance the Remainder Payment for
the period between the Closing Date and Remainder Payment Date at an interest rate not
to exceed 0.2%.
6. Section 3 of the Contract: Is hereby replaced with the following:
3. CLOSING DATE. The closing of the transaction contemplated hereunder (the
"Closing")shall be held at the office of the Title Company on or before August 31,2021,
the Closing Date unless otherwise approved in writing by the Parties.
7. Section 4.C.of the Contract: Is hereby replaced with the following:
4.C.Seller agrees to provide Buyer with a Seller's Property Disclosure(Residential)form
completed by Seller to the best of Seller's current actual knowledge.
8. Sections 14, 15, and 16 of the Contract: Are hereby deleted and replaced in their
entirety with the following:
14.BUYER'S PITIQN COUNTY CONTINGENCY.Buyer has received a preliminary
commitment from Pitkin County Board of County Commissioners to contribute
$2,000,000 toward this purchase. The obligations of Pitkin County hereunder are
specifically contingent upon the valid adoption of an Ordinance authorizing the purchase
•
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of the Property by the Board of County Commissioners of Pitkin County under terms
substantially the same as set forth in this Contract on or before Buyer's Funding
Contingency Deadline.If Buyer provides Seller with written notice that Pitkin County is
not going to contribute$2,000,000 toward the Property's purchase on or before Buyer's
Funding Contingency Deadline, this Contract shall be deemed null and of no further
effect, and all things of value tendered by Buyer including the Earnest Money deposit
shall promptly be returned to the Buyer.
15. BUYER'S GOCO CONTINGENCY. Buyer has received a grant from Great
Outdoors Colorado("GOCO"), which will fund$2,500,000 of the Purchase Price. Seller
agrees to cooperate with Buyer in satisfying GOCO's requirements under this grant,such
as submission of a qualified appraisal, a survey, an environmental assessment, title
insurance commitment, a geologist's remoteness letter, a stewardship monitoring and
land management plan,and placement of a sign visible from a public right of way which
recognizes the role of GOCO in assisting to preserve the Property. Seller agrees to
cooperate in regard to Buyer's fulfillment of these grant requirements. Seller further
agrees that if Buyer provides Seller with written notice that GOCO is not going to
contribute $2,500,000 toward the Property's purchase on or before Buyer's Funding
Contingency Deadline,this Contract shall be deemed null and of no further effect, and
all things of value tendered by Buyer including the Earnest Money deposit shall promptly
be returned to the Buyer.
16. BUYER'S FUNDING CONTINGENCY.Buyer's ability to purchase the Property
is completely contingent upon GOCO and Pitkin County contributing the funds described
above, and in AVLT's ability to raise the remaining$2,000,000,or obtain commitments
therefore, on or before Buyer's Funding Contingency Deadline. If Buyer provides
Seller with written notice that Buyer has not been able to raise or obtain commitments for
$2,000,000 toward the Property's purchase on or before Buyer's Funding Contingency
Deadline, this Contract shall be deemed null and of no further effect, and all things of
value tendered by Buyer including the Earnest Money deposit shall promptly be returned
to the Buyer.
9. Exhibit C to the Contract: Is hereby amended to delete the following sentence:
"Grantor's interests in the Slough Ditch and Union Ditch as described above shall
include a warranty of title with respect to any third party claiming by or through
Grantor;all other Water Rights are conveyed without warranty of title."
10. COUNTERPARTS and ELECTRONIC SIGNATURES.This Amendment may be
executed in counterparts and by electronic signatures which shall be considered the
same as originals.
IN WITNESS WHEREOF,the parties hereto have executed this Amendment as of the date first
above written.
4
AVLT Amendment to Purchase Contract for Cotfman Ranch
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SELLER:.
COFFMAN NORTHSIDB RANCH;LLLP
04:41-14104P-- Date: < (_ A
Rex Coffman
Manager
Jo Coffman
Date: !I.21�.20_
Manager
BUYER:
ASPEN VALLEY LAND TRUST
p D. 4 Z V
Gary Knaus
President
AVLT Amendment to Purchase Contact for Coffman Ranch 5
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Jean Alberico, Garfield County, Colorado
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Recording requested by and return to:
PITKIN COUNTY OPEN SPACE&TRAILS
530 East Main Street,Suite 300
Aspen,CO 81611
DEED OF CONSERVATION EASEMENT
FOR COFFMAN RANCH
THIS DEED OF CONSERVATION EA,§EMENT (the "Deed" or "Conservation
Easement")is made and entered into this day of 63 2021 between AVLT COFFMAN
RANCH, LLC, a Colorado limited liability company, having an address of 320 Main Street, Suite
204, Carbondale, Colorado 81623 ("AVLT" or "Grantor"), and the BOARD OF COUNTY
COMMISSIONERS OF PITKIN COUNTY, COLORADO,a body corporate and politic,having its
address at 530 Fast Main Street, Suite 302,Aspen, Colorado 81611 ("Pitkin County" or"Grantee").
Pitkin County and AVLT may be collectively referred to herein as the"Parties."
The following exhibits are attached hereto:
Exhibit A: Legal Description of the Property
Exhibit B: Improvement Location Certificate Plat dated July 22,2021
Exhibit C: Water Rights
Exhibit D: Baseline Report Acknowledgement
Exhibit E: Map of Property
RECITALS:
A. AVLT is the record owner of that certain real property in Garfield County, Colorado,
consisting of approximately 140.636 acres, generally known as the "Coffman Ranch" (the
Property"), which is more particularly described Exhibit A, which is attached hereto and made a
part hereof by this reference;
B. The Property possess natural,scenic,open space,wildlife,historical,educational,and
recreational values(collectively referred to as the"Conservation Values")of importance to Grantor,
the Grantee, the people of Garfield County, Pitkin County, and the people of the State of Colorado
that are worthy of preservation;
C. A portion of the Property, approximately twenty-nine (29) acres, is burdened by an
existing conservation easement granted by Rex A. Coffman and Joann G. Coffman to AVLT on
December 18, 2003 and recorded in the real property records of the Garfield County Clerk and
Recorder's Office at Reception No.643445.The conservation easement has since been amended,first
on December 16,2004,which amendment is recorded in the real property records of Garfield County,
Colorado at Reception No. 665189, and again on June 3,2009 under Reception No. 768988. For the
purpose of this Deed,the existing conservation easement on the Property,along with its amendments,
shall be referred to herein as the"Coffman Conservation Easement."
D. This Deed encumbers, burdens, and shall run with the entire Property described in
Exhibit A, including that twenty-nine (29) acre portion of the Property burdened by the Coffman
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Jean Alberico, Garfield County, Colorado
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•
Conservation Easement. This Deed supersedes and replaces the Coffman Conservation Easement as
to the twenty-nine(29)acres of the Property encumbered by this Deed.The nine(9) acres owned by
Douglas Coffman separately burdened by the Coffman Conservation Easement are not included with
the Property,are not encumbered by this Deed,and are not affected by this grant.
E. The Conservation Values of the Property are more particularly described in the
Baseline Documentation, described in Section 2 herein, and include the following conservation
purposes, the protection of which are recognized for qualified conservation contributions under
Section 170(h)(4)(A)of the Internal Revenue Code of 1986,as amended("IRC"), and under Section
1.170A-14(d)of the Treasury regulations:
• Recreation or Education [§1.170A-14(d)(2)]:
The parties agree and acknowledge that the preservation of the Property will yield outdoor
recreation for the general public and for the education of the general public. The Property
qualifies under this section because the Property will be made available to the general public
for non-motorized seasonal recreational use along designated trails and potentially for
occasional educational programs for the benefit of the public and in support of the natural
resource conservation values on the Property.All recreational use and its management will be
subject to a Resource Management Plan mutually agreed upon by the Parties, which will
provide substantial and regular use of the Property for the general public.
• Relatively Natural Habitat[§1.170A-14(d)(3)]:
The Property contains irrigated pastures or hayfields and diverse native plant communities
including high quality riparian woodland/shrubland and wetland areas.The riparian woodland
and wetland areas are designated as rare and/or imperiled by Colorado Natural Heritage
Program (CNHP). The Property (and surrounding area between Highway 82 and CR 100)
was designated as a Proposed Conservation Area (PCA) by CNHP in the Roaring Fork
Watershed Biological Inventory of 1997-1999.The PCA is one of the more ecologically intact
in the area, and boasts one of the largest good condition riparian areas observed in the lower
Roaring Fork Valley.In April 2001,the CNHP also listed this PCA as a moderately significant
Wetland and Riparian PCA in CNHP Wetland and Riparian Potential Conservation Areas in
Garfield County. The riparian wetland areas provide fish and wildlife habitat, and nesting
sites for birds (including insect-eating birds that protect pastures and crops from damage).
Serve as a corridor for wildlife between uplands and lowlands that allow seasonal movement
of wildlife species. Provide refuge for animals during drought or fire. The Property offers
habitat connectivity between existing conservation areas and federal lands and also mapped
significant habitat for mule deer,Bald eagles,and Canada geese.
• Open Space [§1.170A-14(d)(4)]:
The parties agree and acknowledge that the preservation of the Property will yield a
significant public benefit and will add to the scenic and open space character of the
landscape in Garfield County. The Property qualifies as open space because it will be
preserved for the scenic enjoyment of the general public and is preserved pursuant to a
clearly delineated governmental conservation policy. Conservation of the Property will
further yield a significant public benefit.
Scenic Enjoyment — The Property is located along the Roaring Fork River near the east
2 ,\
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Jean Alberico, Garfield County, Colorado
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entrance to Carbondale on scenic CR 100,which passes through mostly rural land.The ranch
is located within a"visual corridor"worthy of preservation, due to its proximity to both the
river and roads. The Property is the highly visible and scenic, offering undisturbed views of
open pastures and natural riparian habitat.
Agriculture-The Property is currently used for agricultural purposes including irrigated crop
production and livestock grazing. This use is compatible with other land use in the vicinity.
The Property is irrigated by senior water rights described in Exhibit C.
Significant Public Benefit - The Property's unique habitat connectivity is important to the
local and regional landscape and provides wildlife habitat resources that attract tourism and
commerce to the area.It is located in a rural,agricultural,mountainous area of Pitkin County,
where there is a foreseeable trend of intense development in the vicinity of the Property.There
is a strong likelihood that development of the Property would contribute to degradation of the
scenic and natural character of the area. Preservation of the Property will continue to provide
an opportunity for the general public to appreciate its scenic values.
Governmental Policies-Conservation of the Property is promoted by the following local and
state governmental policies.The laws and regulations of the State of Colorado and the United
States also support conservation of the Property relative to its scenic, wildlife habitat,
agricultural heritage, educational and natural area values:
• Colorado Revised Statutes § 38-30.5-102 provides for the establishment 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
protection of open land, environmental quality or life-sustaining ecological
diversity." The Property's protection will further this policy by protecting the land as
scenic, open, supporting wildlife habitat,and agricultural.
• The Colorado Wildlife and Parks and Outdoor Recreation statutes,Colorado Revised
Statutes §§ 33-1-101 and 33-10-101, 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." This Property's protection will
further this policy by providing for the preservation and protection of wildlife habitat
and public access, education, and recreation.
• The Western Governors' Association Policy Resolution 08-21 supports "voluntary
incentive-based methods for preserving open space, maintaining land and water for
agricultural and timber production, wildlife and other values." This declaration of
support for tax incentives is furthered by this Property's protection with a perpetual
conservation easement in gross, the voluntary grant of which qualified Grantor for
state and federal tax benefits and incentives.
• Pitkin County addresses the need for protecting open space in its Home Rule Charter,
which contains the Open Space and Trails Program's enabling legislation under
3 `0
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Jean Alberico, Garfield County, Colorado
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Article XIII. Criteria for open space acquisitions include: (1) Areas within public
scenic viewplanes; (2) Incorporating or protecting significant wildlife habitat; (3)
Protecting riparian or wetlands areas; (4) Protecting other public lands from the
impacts of development. This Property's protection meets the policy need expressed
by the Home Rule Charter by providing public scenic viewplanes, protecting
significant wildlife habitat,protecting riparian areas, and protecting lands for public
access and from development.
• The Pitkin County Land Use Code 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 Operations),2-280 (Compatibility with Public Lands), and 2-290(Access
to Public Lands). The portions of the Land Use Code conforming the preservation
of wildlife habitat, open space and agricultural operations with its policy objectives
for scenic quality, wildlife management, and compatibility with agricultural lands
and operations and public lands are met by this Property's protection, despite being
outside of the County, which affords wildlife habitat protection, scenic open space
protection,agricultural land and operation furtherance,and public access through this
Deed's provisions.
• The Pitkin County Strategic Plan supports conserving the natural environment within
the Community Vision which is supported by Core Focus Areas including: (1)
Flourishing Natural and Built Environment which states "Conserved natural
resources and environment" as a Success Factor; and (2) Livable and Supportive
Community which states "Access to recreation..." as a Success Factor. The
Property's conservation furthers the policy objectives of Pitkin County's Strategic
Plan by conserving the natural resources and environment of the Coffman Ranch and
thereby accomplishing this Success Factor, as well as providing through its
conservation public recreational access to accomplish this Success Factor.
• The people of Garfield County and the Town of Carbondale have expressed the
importance of protecting and conserving agricultural land, open space, and scenic
vistas through passage of a Garfield County Comprehensive Plan of 2000 and a Town
of Carbondale Three Mile Area Plan of 2000. The protection of the Property with a
perpetual conservation easement for the public's benefit meets the expressed
agricultural land, open space, and scenic vista policy objectives of the Garfield
County Comprehensive Plan and Town of Carbondale Three Mile Area Plan by
protecting agricultural land, open space, and scenic vistas of the Coffman Ranch.
AGREEMENT:
NOW, THEREFORE, in consideration of the recitals above and the mutual covenants,
terms, conditions, and restrictions contained herein and pursuant to the laws of the State of
Colorado,and in particular C.R.S. §38-30.5-101 et seq.,as a voluntary bargain-sale donation with
a portion of the Property's conservation value being purchased in the amount of TWO MILLION
and 00/100 DOLLARS ($2,000,000.00) and the remainder value being donated, Grantor hereby
voluntarily grants and conveys to Grantee a conservation easement in gross in perpetuity over the
Property, of the nature and character and to the extent hereinafter set forth.
6`
4 <�
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Jean Alberico, Garfield County, Colorado
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1. Purpose. It is the essential purpose of this Deed to preserve and protect, in perpetuity,the
natural, ecological, open space, recreational, and scenic values of the Property. To achieve this
Purpose, Grantor intends to convey this Deed to Grantee to ensure that the Conservation Values
• of Property will be preserved and protected forever. Subject to the purpose of this Deed, Grantor
and Grantee intend to permit only uses of the Property which do not substantially diminish or
impair the Property's Conservation Values and to prevent any use of the Property that will
substantially impair or interfere with protecting the Property's Conservation Values. It is the
intent of the Grantor to preserve the Property in its scenic, natural, historic and open space
condition to preserve the open space character, wildlife habitat,recreational, and scenic qualities
of the Property.
2. Baseline Documentation Report. The parties acknowledge that a written report has been
prepared,reviewed, and approved by all parties which documents the Property's condition as of
the conveyance date of this Deed(the`Baseline Report") authored by DHM and dated August
23, 2021. A copy of the Baseline Report shall be kept on file with all parties and by this
reference made a part hereof. The parties acknowledge that the Baseline Report is intended to
establish the condition of the Property as of the conveyance date of this Deed,and all parties
have acknowledged the same in a signed statement, a copy of which is attached hereto as Exhibit
D. The parties further agree that the existence of the Baseline Report shall in no way limit the
parties' ability to use other pertinent information in resolving any controversy that may arise
with respect to the condition of the Property as of the conveyance date of this Deed.
3. 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 Grantor's
compliance with the terms of this Deed;provided that such entry shall be upon prior
reasonable notice to Grantor, which shall typically be no less than forty-eight(48)
hours advance notice, and Grantee shall not unreasonably interfere with Grantor's
use and quiet enjoyment of the Property;
C. To prevent any activity on or use of the Property that is inconsistent with the
purpose of this Deed and to require the restoration of such areas or features of the
Property that may be damaged by any inconsistent activity or use;
D. To place and maintain on the Property a sign or signs indicating that a conservation
easement is held by Grantee on the Property. The size of the sign and the location,
design and content of such signs shall be mutually agreed to by Grantee and Grantor
in accordance with applicable signage regulations and the terms of this Deed.
Grantee shall be responsible for the maintenance of any such signs. Furthermore,
Grantee may erect one or more signs visible from the nearest public roadway, or
from an alternative location approved by Grantor, identifying Grantee's Grant and
investment in this Property to the public;
5
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Jean Alberico, Garfield County, Colorado
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E. The right,as an interest owner in the Property,to receive notification from and join
Grantor as a party to any condemnation or eminent domain proceedings affecting
the Property(as described in Section 16), or to any leases, surface use agreements,
damage agreements or rights-of-way that may be proposed, granted or required
hereafter as a result of mineral development(as described in Section 4.C.7)or other
activities with the potential to impact the surface of the Property or its Conservation
Values; and
F. Any other rights that the Parties may mutually agree upon that are consistent with
the Purposes of the Deed, including adding additional purposes or defining
additional Conservation Values.
4. Retained and Reserved Rights of Grantor. Subject to the terms of this Deed, Grantor
reserves to Grantor and to Grantor's successors and assigns, all rights accruing from Grantor's
ownership of the Property, including the right:
A. To perform any act not specifically prohibited or limited by this Deed.
B. To convey, sell, or transfer the Property to anyone Grantor may choose subject to
the restrictions imposed herein including but not limited to those contained in
Section 13 of this Deed;
C. To engage in or permit or invite others to engage in all uses of the Property that are
permitted by this Deed, subject to any limitations or restrictions stated in this Deed,
and those uses of the Property that do not materially adversely affect the
Conservation Values;
D. To exclude any member of the public from the Property, with acknowledgment of
the guarantee for public access and timeframes provided in Paragraph 6 below;and
E. To retain the economic viability of the Property and retain income derived from the
Property from all sources,unless otherwise provided herein,that are not prohibited
by or inconsistent with the terms of or this Deed and that do not materially adversely
affect the Conservation Values, including but not limited to the right to sell or
transfer for additional value or credit environmental attributes including carbon
rights,intact roots-down grassland rights,or any other similar or not yet anticipated
future commodities all of which remain subject to the restriction against further
subdivision as provided in Paragraph S.A.
5. Permitted and Prohibited Uses. Grantor shall not perform, nor knowingly allow others to
perform,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 restore
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.
6
y� y
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Jean Alberico, Garfield County, Colorado
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A. Subdivision. Grantor may subdivide the property one time, into a total of two
parcels, subject to the restrictions contained herein, and provided that no
development of any kind, including but not limited to agricultural or residential
structures,will be allowed on that resulting portion of the Property that is no longer
on the same parcel of land as the Ranch Activity Envelope described in Section
5.B. pursuant to such division on the Property. Any land subdivided from the
Property shall remain subject to this Deed. Except as provided in this paragraph,
the Parties agree that any further division, subdivision, de facto subdivision or
partition in kind of the Property, whether by legal or physical process, into
additional parcels of land or partial or separate interests (including but not limited
to condominium interests, common ownership interests, or the partition of
undivided interests)is prohibited.
B. Structures and Improvements. The construction, location, relocation or expansion
of any structures or improvements (defined as permanent or temporary structures
or other physical, human-introduced development of or on the Property) is
prohibited on the Property, except as follows in this Section 5.B:
1. Ranch Activity Envelope. There shall be a ten (10) acre building and
disturbance activity envelope (the "Ranch Activity Envelope"), in the
approximate location depicted on Exhibit E. There shall be no more than
twenty thousand (20,000) square feet of structures and/or improvements
total within the Ranch Activity Envelope, excluding agricultural buildings.
Within the Ranch Activity Envelope, the Grantor may engage in non-
industrial uses as follows:
a) Residential Structures. There are three(3)existing residences inside
the Ranch Activity Envelope: shown on Exhibit B (hereinafter
referred to the"Residential Structures").Grantor reserves the right
to rebuild, remodel, maintain, relocate, enlarge, construct new, and
repurpose up to three Residential Structures inside the Ranch
Activity Envelope, which structures may contain more than one
residential dwelling unit. The total floor area of all residential
structures may not exceed ten thousand (10,000) square feet and no
single,residential structure may exceed five thousand(5,000)square
feet.
b) Leasing of Residential Dwelling Units in Ranch Activity Envelope.
Notwithstanding the foregoing restriction on subdividing the
Property, Grantor may lease one or all of the residential dwelling
units on the Property to individuals or entities for the purpose of
providing on-site housing for AVLT and other nonprofit staff and
ranchers, farmers,interns,students, and scientists either working on
the Property or supporting or otherwise affiliated with land
conservation and/or Grantor's mission. No lease shall have the
effect of creating a de facto subdivision of the Property. In the event
the Property should be owed by a private party or any other entity
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but a non-profit entity in the future, a maximum of two (2)
residential units may be leased,and a maximum of three(3)families
may occupy the Property.
c) Agricultural Use and Accessory Buildings and Structures Necessary
to Agricultural Operation. Agricultural use is permitted on the
Property and in the Ranch Activity Envelope. Accessory buildings
and structures that are used to support agricultural use, including
barns, greenhouses, chicken coops, and storage sheds for
agricultural equipment are permitted in the Ranch Activity Envelope
and shall not count towards the permitted residential square footage
allowance.
d) Public Facilities, and Educational Use. Nonprofit space and
facilities for public and educational uses are permitted inside the
Ranch Activity Envelope as follows. Grantor may construct,
convert, or repurpose new and existing structures to provide offices
and educational and other community service facilities in order to
provide events and programs for the public on the Property in
support of the Purpose of this Deed. Community service and
educational buildings may include but are not limited to classrooms,
learning centers, public gathering spaces for events and fundraisers
supporting non-profit organizations, including AVLT, bathrooms,
and facilities to support visits from other education institutions such
as schools and day camps based off the Property. Construction of
nonprofit offices and public and educational buildings shall not be
counted toward the total residential square footage permitted on the
Property but there shall be no more than a total of twenty thousand
(20,000)square feet of structures or improvements within the Ranch
Activity Envelope, excluding agricultural buildings.
e) Offices Use for Non-Profit Entities.Office use for non-profit entities
carried on as an accessory use to the other permitted uses of the
Property and in support of the Purposes of Deed is permitted in the
Ranch Activity Envelope.Office use shall not create the appearance
or impact of a commercial activity.Notwithstanding the foregoing,
Grantor may locate offices in the Ranch Activity Envelope to
support all aspects of its land conservation activities even if those
activities are not directly related to the other principle uses on the
Property.
f) Accessory Structures and Uses.Accessory structures and uses(such
as fences, hedges,walls,roads,paths,non-utility scale solar panels,
shade structures, garages, sheds, and parking areas), the use of
which is incidental to a principal use (residential, agricultural,
public, educational, and office use for nonprofit entities) are
permitted in the Ranch Activity Envelope.
c ,
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g) Other Development or Use in the Ranch Activity Envelope. If
Grantor desires to engage in any other use of the Ranch Activity
Envelope beyond those uses set forth in this Deed, Grantor may seek
consent from Grantee to engage in such use. Grantee may only
approve additional uses of the Ranch Activity Envelop if such use
does not negatively impact the Conservation Values or degrade the
Purpose of this Deed. Grantee has the sole discretion to determine
whether a proposed use negatively impacts the Conservation Values
or degrades the Purpose of this Deed.
2. Agricultural Structures Outside of Ranch Activity Envelope. Grantor may
construct, replace, enlarge, relocate and maintain existing and additional
minor, off-grid structures (as defined in Section 27 herein) for agricultural
purposes outside of the Ranch Activity Envelopes (such as hay sheds,
greenhouses, machine sheds, loafing sheds, or pump houses),provided the
total gross covered ground area of all buildings does not exceed 4,000
square feet.Minor,off-grid structures are defined as being unenclosed(i.e.,
possessing three or fewer walls), not connected to utility lines, and not
having excavated, raised or slab foundations. In addition, low-impact (as
defined in Section 27)temporary structures may be permitted for seasonal,
agricultural use of the Property.
3. Recreational and Educational Structures Outside of Ranch Activity
Envelope. Low-impact recreational and educational structures, including
but not limited to, benches,picnic tables, open-sided shade or rain shelters,
public restrooms, wildlife viewing platforms, natural playgrounds, tents,
tipis, yurt, together with interpretive signage for public use, enjoyment or
education are permitted outside of the Ranch Activity Envelope in a location
and manner consistent with the Purpose of the Deed. All recreational
structures will be constructed in accordance with the Resource Management
Plan and will be consistent with the Purpose and terms of this Deed.
Recreational and Educational Structures may include facilities and designs
to accommodate handicap access to the same. Sod athletic fields, golf
courses or driving ranges,race tracks,airstrips,helicopter pads, and firearm
shooting ranges are prohibited.
4. Fences.Grantor may,but shall not be obligated to replace,repair or improve
existing fences on the Property and erect new fencing provided such new or
replaced fencing is consistent with then-current Colorado Parks and
Wildlife ("CPW") guidelines for fencing in a wildlife migration area and
any applicable county regulations, so as to permit the movement of wildlife
across the Property. Any soil disturbance to the Property that results from
such fence maintenance or construction shall be reseeded and restored to as
close to its prior condition as possible. Corrals, livestock holding pens and
other enclosures(defined as being two acres in size or less)that do not meet
the above CPW guidelines are permitted only within the Ranch Activity
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Envelope and surrounding any farming area of up to ten (10) acres
designated in the future and guided by the Property's Resource
Management Plan.
5. Trails Outside of Ranch Activity Envelope. The development and use of
unpaved recreational trails and boardwalks not to exceed four (4) feet in
width for non-motorized recreational uses including hiking, horseback
riding,cross country skiing,wheelchairs,snowshoeing,guided tours,outdoor
or agricultural education programs, and other public uses specified in the
Resource Management Plan are permitted outside of the Ranch Activity
Envelope in a low-impact manner and location that minimizes erosion and
disturbance to the Property's wildlife and scenic values. Paved trails are
limited to the Ranch Activity Envelope, except, where necessary, it is
permissible to construct a paved or concrete surface, including but not
limited to a ramp or platform, to provide handicap access to a recreational
or educational structure or use outside the Ranch Activity Envelope.
Recreational courses or tracks for motorized vehicles are prohibited on the
Property. Grantor and Grantee agree that prior to the development of any
trail pursuant to this paragraph Grantor will complete a Resource
Management Plan, which will guide the location and seasonality of the
trails.
6. Ponds.The installation,maintenance and improvement of water catchments
for agricultural and educational purposes or the enhancement of wildlife
habitat, such as stock ponds (as defined in Section 27), wildlife guzzlers
(which collect rain, snow and runoff to provide a water source for wildlife),
wetlands, and other agricultural or wildlife-friendly water features, each
under one acre in size, are permitted in a manner consistent with the
Purposes of this Deed and all Applicable Laws.
7. Utilities. Grantor is permitted to establish underground utilities to serve the
Ranch Activity Envelope, provided that such utilities shall be located either
along an existing road or in a location approved by the Grantee with
consideration of upholding the Conservation Values or as permitted by
easements or rights-of-way existing prior to the grant of this Deed, and as
follows:
a) Water Wells. Water wells, pumps, and low-impact (defined in
Section 27)water storage tanks,and maintenance and repair thereof,
are permitted as necessary for permitted residential, agricultural,
educational,and wildlife uses of the Property in accordance with all
Applicable Laws and Section 4.C.8, Water Rights, provided that
wells and water lines for domestic use shall be located within the
Activity Envelope if practically possible;
b) Renewable Energy Technology. Low-impact, renewable energy-
generating or storing structures(terms defined in Section 27 herein)
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are permitted inside and outside of the Ranch Activity Envelope as
necessary to facilitate the Purposes of this Deed, such as roof-
mounted solar panels, solar- or wind-powered pumps or solar-
powered electric fences. Commercial and/or utility-scale production
of energy on the Property is prohibited. However, Grantor may
install solar arrays within the Ranch Activity Envelope in an area
not to exceed one (1) acre for the primary purpose of generating
electricity for use on the Property.Alternative energy improvements
shall be subject to the requirements of the Garfield County Land Use
Codes. Grantor may connect renewable energy-generating
structures to the power grid and, in so doing, receive payments,
credits, or incentives for the sale or conveyance of any energy
produced in excess of Grantor's consumption to a provider of retail
service to the extent permitted by Colorado law. An installation of
alternative energy improvements shall be designed and located so as
to minimize impacts to the Conservation Values of the Property.
c) Extension of Electric Power to Facilitate Handicap Access outside
of Ranch Activity Envelope. Where necessary and after first
obtaining all necessary permits, Grantor may extend electric utility
service beyond the Ranch Activity Envelope as necessary to provide
access to, or facilitate the use of, Educational and Recreational
Structures for individuals with disabilities.
8. Revegetation and Restoration After Disturbance. Grantor shall promptly
reseed and restore any surface impacts that result from the installation or
maintenance of any above-described improvements to as close to the
Property's original condition as possible within three months, season
permitting, or as otherwise approved by the Grantee.
C. Natural Resource Management Land Use. Grantor recognizes the importance of
good resource management and stewardship to preserve and protect the
Conservation Values. To this end, the Property shall be operated and managed in
accordance with a land management plan ("Resource Management Plan")
prepared by Grantor or a competent expert at Grantor's expense, and approved by
Grantee, which approval shall not be unreasonably withheld, conditioned, or
delayed provided the Resource Management Plan is designed to maintain or
enhance the Conservation Values and general ecosystem health of the Property,and
is consistent with the terms and Purposes of this Deed. To that end, the Resource
Management Plan shall be based upon then-current Best Management Practices for
protecting water quality and sensitive wildlife species and habitat and, where
relevant, the Grantee may consult the CPW, Natural Resources Conservation
Service ("NRCS"), or other outside agency for guidance on the Plan, land uses in
question, or both. The Plan may be updated periodically, with Grantee's approval
as described above, to address different uses of the Property as well as changing
conditions that may occur on the Property. Grantor shall provide a copy of the
Resource Management Plan and subsequent updates to the Grantee. Grantor
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recognizes the importance of good resource management and stewardship to
preserve and protect the Conservation Values. Accordingly, Grantor agrees not to
alter the topography of the Property outside of the Activity Envelope through
placement or removal of soil, gravel, land fill, or other materials nor to impair or
disturb the relatively natural habitat for native plants,wildlife,or ecosystems on the
Property, except: (a) as necessary in emergencies including wildfire, flood and
landslide; (b) as approved by Grantee and any required permitting agencies for
habitat enhancement or restoration purposes, or pursuant to the Resource
Management Plan; (c) as necessary for improvements described in Section 5.B
above; (d) as necessary for uses described in this Section 5.C, below. No surface
alterations may be made that damage the Conservation Values, including the
Property's use for agriculture.
1. Livestock Grazing and Agriculture. Grazing of livestock(including but not
limited to cattle, horses, llamas, alpacas, sheep, goats, and bison) and
leasing of grazing rights, together with other customary agricultural
activities incidental or necessary to use of the Property for grazing(such as
maintenance and improvement of existing pasturelands), are permitted on
the Property in a manner consistent with protection of the long-term
ecological viability of the land and specifically in a manner consistent with
sound range management practices so as not to cause significant soil erosion
or low soil quality as then-determined by the Natural Resources
Conservation Service or its successor organization("NRCS"). In addition,
the Property may be used for sustainable farming, gardening, and row
cropping in a manner that supports the Purposes of this Deed and in areas
that will not diminish important native wildlife habitat.
The following agricultural practices are considered inconsistent with the
Purposes of this Deed, and are therefore prohibited on the Property: (1)
intensive growth livestock farms, Concentrated Animal Feeding
Operations, or commercial feed lots (defined as confined areas or facilities
for animals,within which the Property is not vegetated or is not grazed or
cropped annually, for purposes of extended feeding and finishing of large
numbers of livestock for commercial hire); (2) large-scale meat or poultry
processing facilities; (3) sawmills or logging operations or facilities; (4)
commercial tree farms or sod farms located outside of the Activity
Envelope.
2. Forest and Vegetation Management. Commercial timber harvesting is
prohibited. Trees may be cut to control insects and disease, to control
invasive non-native species, and to prevent personal injury and property
damage.
3. Weed Control. Grantor agrees to control noxious weeds and invasive plant
species on the Property in accordance with the Colorado Noxious Weed Act
(January 23, 2006), as amended, and other Applicable Laws, and shall not
intentionally introduce noxious weeds or invasive species to the Property.
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4. Off-Road Use of Vehicles. Off-road use of motor vehicles including
snowmobiles, is permitted only as necessary for property maintenance,
agriculture, hunting, and range management, in a manner that does not
result in rutting, erosion, harassment of wildlife, or damage to the natural
ecosystems or scenic values of the Property and in emergency situations.
Motorized vehicles shall not be parked (except in emergencies and as
necessary for Property management)or stored on the Property except within
the Ranch Activity Envelope.
5. Hunting. Hunting, fishing and the leasing of hunting rights on the Property
may be permitted or prohibited at Grantor's discretion and in accordance
with all CPW regulations and other Applicable Laws.
6. Trash and Dumping. Grantor shall not dump or permanently accumulate
trash, garbage, or other refuse on the Property, except for agricultural by-
products and compostable matter produced or used on the Property.Grantor
completed an Environmental Site Assessment prior to granting this Deed to
Grantee, which identified pre-existing dump sites. Those locations are
identified in the Baseline Report, and Grantor shall not continue the use of
those locations for dumping.
7. Mining and Minerals. There is no current or past history of mineral
development or mining on the Property.Mining,quarrying,drilling,boring,
or exploring for or removing oil,gas,minerals,rocks,stones,gravel or earth
(collectively hereafter "minerals") on or below the Property is prohibited,
except by third party mineral rights holders having the pre-existing right to
this grant of Deed to explore for,extract or develop minerals associated with
the Property. Grantor shall not sell, lease, transfer or separate from the
Property any mineral rights owned or controlled by Grantor as of the date
of this Deed grant, but should a third party mineral rights holder require
surface or sub-surface access to minerals on or below the Property, Grantor
agrees to notify the Grantee and include Grantee as a party to any
negotiations regarding mineral leases, surface use agreements, damage
agreements, or other related mineral agreements (collectively hereafter
"Mineral Agreements") that may affect the surface of the Property or its
Conservation Values(including ground and surface water resources)for the
purpose of protecting and preserving to the extent possible,and if necessary,
restoring and remediating, the Conservation Values. The Grantee shall
claim no rights to proceeds or royalties from any permitted mineral
development and Grantor shall retain sole execution authority for all
permitted Mineral Agreements, provided the Grantee has been properly
notified and provided the opportunity to participate in negotiations for such
Mineral Agreements.
a) Future Non-Surface Mineral Development. In accordance with
Section 3.E, Grantor shall notify and obtain the consent of the
Grantee prior to engaging in or entering into any permitted non-
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surface occupancy mineral development, units, pools, leases, or
agreements affecting the Property or underlying minerals, which
documents, leases, and agreements (the "Mineral Agreement" or
"Mineral Agreements") shall be subordinate to this Deed, shall
reference this Deed,and shall incorporate the restrictions of Section
4.C.7,and summarize the restrictions of this paragraph.The Grantee
shall claim no rights to proceeds or royalties from any permitted
mineral development, except that the Grantee shall have the right to
charge a fee to cover its time and expenses for reviewing any
proposed Mineral Agreement. Grantor retains sole execution
authority for all permitted Mineral Agreements, excluding surface
use agreements, for which the Grantee retains the right to execute
together with Grantor, provided the Grantee has been properly
notified and has had the opportunity to review the Mineral
Agreement as required herein.
b) Current Mineral Leases and Development. There are no active oil
and gas or other mineral leases or agreements on or affecting the
Property as of the date of this Deed grant.
8. Water Rights.The water rights are more particularly described in Exhibit C
attached to and made part of this Deed. The water rights will be dedicated
and restricted to maintain, support, enhance and further the Conservation
Values of the Property as defined herein, and the permitted uses, including
the continuation of the historic use of the water rights on the Property.
a) Water Rights Included. Grantor agrees to include all water rights
beneficially used on the Property in this Deed pursuant to C.R.S.
§38-30.5-102(the"Water Rights"). The Water Rights consist of all
of Grantor's rights,title, and interests in and to the water and water
rights described in Exhibit C herein, which include all associated
canals,ditches,laterals,head gates,springs,wells,ponds,reservoirs,
water shares and stock certificates, water allotments, contracts,
units, permits, easements and rights of way, and irrigation
equipment;
b) Permitted Water Uses. Grantor shall have the right and
. responsibility to continue recent historic use of the Water Rights on
the Property for irrigation, agricultural purposes, and protection and
preservation of the Conservation Values;
c) Restrictions on Water Rights.The parties agree that the Grantor may
not (i) permanently change the Water Rights to or use the Water
Rights for municipal, industrial, commercial or any other new uses,
(ii) permanently change the Water Rights for use other than on the
Property, (iii) sell or lease the Water Rights or encumber them
separately from the Property or otherwise legally separate them
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from the Property or (iv) change the points of diversion or the type
or the place of use within or without the Property, except after
Grantor's receipt of a written determination by the Grantee that such
changes are not inconsistent with the Permitted Water Uses and will
not impair the Conservation Values of the Property. Grantor shall
not construct or permit others to construct any new diversion,
storage or other water structures upon the Property, shall not
develop any additional water rights for use on the Property and shall
not otherwise undertake any new development of water resources
for use on the Property without the prior written approval of the
Grantee, which approval shall not be unreasonably withheld.
d) Change of Conditions. Grantor expressly waives any claim to use,
change or transfer all or any part of the Water Rights other than as
provided in this Conservation Easement, regardless of any future
change in circumstances, change in values or other reasons, based
on any theory of reasonable accommodation or other theory that
would release any or all of the Water Rights from the provisions of
this Deed, without Grantee's express written consent, which can be
granted, withheld or conditioned in Grantee's sole discretion.
e) Protection of Water Rights. If Grantor fails to continue the recent
historical use of the Water Rights on the Property in such a way that
the Water Rights should become subject to a threat of abandonment,
by action or inaction, Grantor shall provide the Grantee a copy of
any written notice received from any state water official concerning
the use, or possible abandonment, of the Water Rights. If the
Grantee discovers that the Water Rights are subject to a threat of
abandonment, the Grantee shall give Grantor written notice of such
threat.If,and only if,Grantor fails to cure the threat of abandonment
within 90 days of receiving such notice from the Grantee or state,
the Grantee shall, in addition to any other remedies available to the
Grantee under this Deed or law, have the right, but not the
obligation,to: (1)enter upon the Property and undertake any and all
actions reasonably necessary to continue the historical use of the
Water Rights; (2) seek removal of the Water Rights from the
decennial abandonment list; (3) seek to change the Water Rights to
another use consistent with the Purposes of this Deed; and (4) sell,
lease or otherwise convey all or part of such Water Rights to the
Colorado Water Conservation Board or other then-qualified entity
for the specific conservation purpose of protecting or enhancing
instream flows or water levels in streams, rivers, lakes and/or
reservoirs. Grantor agrees to cooperate in any manner necessary to
accomplish the Grantee's election, which may include authorizing
the Grantee to file for and obtain any administrative or judicial
approvals;
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Assessments.In the event such Water Rights are represented
by water shares, stock certificates, water allotments,
contracts, units or interests in a joint ditch, ditch and/or
reservoir company,water users association or similar entity,
the Grantor shall promptly pay all assessments and shall not
allow the Water Rights or shares to be forfeited, sold or
otherwise impaired as a result of nonpayment. If the Grantor
shall fail to pay any assessment of any joint ditch, ditch
and/or reservoir company, water user association or other
similar entity and the Water Rights become subject to
forfeiture, sale or other impairment as a result of such
delinquency, the Grantee shall, in addition to any other
remedies available to the Grantee under this Conservation
Deed or law, have the right to pay such assessment. In such
event, the Grantor shall reimburse the Grantee for all its
expenses incurred in paying such assessment and preventing
the forfeiture, sale or impairment of the Water Rights,
including,but not limited to,reasonable attorneys' fees. The
Grantee shall thereafter have a lien upon the Water Rights
that are the subject matter of this Conservation Easement for
such expenses and shall have the right to foreclose upon that
lien if not reimbursed within six months.
Abandonment and Forfeiture. If the Water Rights become
subject to any abandonment or forfeiture proceeding or the
Grantee determines that the Water Rights are otherwise
subject to a threat of abandonment or forfeiture,the Grantee
shall give the Grantor written notice of such threat of
abandonment or forfeiture and consult with the Grantor to
discuss the matter. If, and only if, Grantor fails to cure the
threat of abandonment or forfeiture within six months of
receiving such notice from the Grantee,the Grantee shall, in
addition to any other remedies available to the Grantee under
this Conservation Easement or law,have the right to(i)enter
upon the Property and undertake any and all actions
reasonably necessary to continue the historical use of the
Water Rights, if desired by the Grantee; and (ii) defend the
Water Rights in any abandonment or forfeiture proceeding.
If the Water Rights remain subject to abandonment or
forfeiture, the Grantee may, after consultation with the
Grantor, seek to change the Water Rights to another
Permitted Water Use, including, but not limited to, use for
instream flows and/or maintenance of water levels in lakes
and reservoirs. The Grantor agrees to cooperate in any
manner necessary to accomplish the Grantee's election and
authorizes and appoints the Grantee as its agent and
`�
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attorney-in-fact to file for and obtain any administrative or
judicial approvals required to effectuate such changes.
f) Effect of Loss. No loss of Water Rights through injury or
abandonment, or conversion of the Water Rights as set forth above,
shall be considered a severance of the title to the Water Rights from
the Property or as basis for extinguishment of this Deed;
g) Ditch or Reservoir Company. C.R.S. §38-30.5-104(5)requires that,
when a conservation easement encumbers a water right represented
by shares in a mutual ditch or reservoir company, 60 days' notice
shall be given to said company before the conservation easement
may be conveyed. The Parties acknowledge there is no ditch
company associated with this property at this time; and
h) Temporary Instream Flow Use of Water Rights. The parties
recognize that adverse environmental conditions, such as drought,
occur from time-to-time and that such conditions may pose a more
significant threat to the natural environment and life-sustaining
ecological diversity of streams, rivers, lakes and reservoirs than to
the Conservation Values of the Property. Therefore, the parties
agree that the Grantor may enter into legally enforceable water
leases, contracts, emergency water loans or similar agreements for
conservation purposes to temporarily increase instream flows and/or
water levels in streams, rivers, lakes and/or reservoirs to preserve
the natural environment of such water body(s),provided that(i)the
Grantee has given its prior written consent to such arrangements,(ii)
the Water Rights shall not be used for such uses more than three out
of every ten years without a written determination by the Grantee
that such use would not jeopardize the long-term Conservation
Values of the Property,and(iii)that such arrangements comply with
current law,.
9. Commercial and Industrial Activities. No industrial uses shall be allowed
on the Property.Commercial uses are allowed,as long as they are conducted
in a manner that is consistent with I.R.C. § 170(h) and the terms and
Purposes of this Deed.
10. Signage or Billboards. No commercial signs, billboards, awnings, or
advertisements 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,
and signs informing the public of the status of ownership and conservation
as described in Section 3.D.,directional signs,trail signs,educational signs,
parking signs, boating signs, fishing area signs, permitted and prohibited
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use signs, and maps for recreational and educational use. Any such signs
shall be located and designed in a manner consistent with the Purpose of
this Deed.
11. Recreation. Low-impact (as defined below in Section 27), non-motorized
recreational uses such as hiking, horseback riding, cross-country skiing,
hunting, fishing and camping are permitted on the Property in a non-
intensive manner and with little to no impact to or on protected
Conservation Values, consistent with the terms and Purposes of this Deed.
Motorized recreational use is prohibited except that motorized vehicles may
be used as incidental to permitted hunting and agricultural activities, and
except for occasional, private, non-commercial use that does not result in
rutting, erosion, harassment of wildlife, or other damage to the
Conservation Values. Recreational tracks or courses for dirt bikes or
motorcycles are prohibited. Public or commercial shooting ranges are also
prohibited.
6. Coffman Conservation Easement.The Coffman Conservation Easement currently burdens
and encumbers twenty-nine (29) acres of the Property. The Coffman Conservation Easement also
burdens an additional nine (9) acres on an adjacent parcel (a portion of Lot 2, Doug Coffman
Subdivision, as depicted on the Plat recorded April 26, 2010 at Reception No. 785072 in the real
property records of Garfield County, Colorado) as described in the Coffman Conservation
Easement. The Parties agree and acknowledge that this Deed encumbers,burdens,and shall run with
the entire Property described in Exhibit A,including that twenty-nine(29)acre portion of the Property
burdened by the Coffman Conservation Easement.The Parties agree and acknowledge that this Deed
hereby supersedes and replaces the Coffman Conservation Easement as to the twenty-nine(29)acres
of the Property encumbered by this Deed.The nine(9)acres owned by Douglas Coffman separately
burdened by the Coffman Conservation Easement are not included with the Property, are not
encumbered by this Deed,and are not affected by this grant.The Parties agree and acknowledge that
this Deed shall have no effect on that property burdened by the Coffman Conservation Easement
that is not a portion of the Property subject to this Deed.
7. Public Access and Parking. Within four years of the conveyance date of this Deed, the
Property will be made available to the general public for non-motorized recreational use at specific
locations and timing as determined by the Resource Management Plan, which shall be approved
by the mutual consent of the Parties. In the event no such access is provided within four years of
the effective date of this Deed or the Parties are unable to reach mutual consent as to the location
of the public access trail, such access shall be along the public trail route depicted on Exhibit E.
Public access in all cases shall continue in perpetuity and shall be managed in a way as to
minimally impair the wildlife and agricultural Conservation Values of the Property in accordance
with the most current Resource Management Plan. Public access may be temporarily adjusted or
suspended by Grantor at any time in the event of emergencies, to protect public safety, and/or to
fix or maintain trails and infrastructure or all of the foregoing. All temporary adjustments or
suspensions of or to public access are subject to Grantee prior approval,which shall be sought by
Grantor in writing and approved by Grantee in writing prior to the adjustment or suspension going
into effect. Written approval shall not be required in the event of emergencies or to protect public
safety from imminent danger or unsafe conditions. Where approval is not required, Grantor will
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notice Grantee in writing of the temporary closure and conditions of concern,and closure of public
access to the Property shall not extend longer than necessary to address the stated purpose of the
closure.
Public access shall include parking space area adequate for no less than three (3) vehicles
in a location depicted in the Resource Management Plan. Grantor's obligation to provide parking
for public access to the Property shall be contingent upon Grantor obtaining all permits from
Garfield County, if necessary, to install a parking lot or driveway in the County right-of-way for
County Road 100 (if that is the agreed upon location for public parking) as well as adequate
fundraising to install parking spaces and a driveway (if necessary) for public access. If Grantor is
unable to provide parking for public access to the Property as set forth herein within four(4)years
or the Property is sold to another owner not capable of providing or managing such access,Grantee
shall have the right,but not the obligation,to obtain permitting for and install parking in a location
that best serves public access to the Property given the location of the public access trail
contemplated above and depicted on Exhibit E and in accordance with the Property's most recent
Resource Management Plan. In no circumstance will the lack of parking spaces to facilitate public
access limit public access on the property. For the sake of clarity, in the event that parking spaces
are not constructed by the Parties, the public may still access the property utilizing the public
access trail described in the preceding paragraph. Three parking spaces may be developed outside
of the Ranch Activity Envelope for the purpose of creating public parking.
The parties expressly acknowledge that the public access is granted for a "recreational
purpose" under C.R.S. Section 33-41-101, et seq., and that Grantor is entitled to pursue the
benefits, protections and limitations on liability afforded by Colorado law governing recreational
easements, including without limitation said Section 33-41-101, et seq. The timing and scope of
public access may be further limited by mutual consent of Grantor and Grantee to protect the
Conservation Values. Grantor may provide additional public access, including the granting of
additional perpetual public access easements, in accordance with the Resource Management Plan
and consistent with the Conservation Values.
Nothing in this Deed shall be construed to entitle Grantee to bring any action against
Grantor for any injury to or change in the Property resulting from the general public accessing the
Property in accord with the grant of public access in this Deed.
8. Continuing Agriculture Use. Grantor and Grantee expressly recognize the public benefit
in local food production and agree that the continuation of Productive Agricultural Use of the
Property furthermore benefits the Conservation Values and ensures the maintenance of Water
Rights as further provided in Section 9."Productive Agricultural Use"is defined as an ecologically
sustainable level of use of land for agriculture including the raising,producing,or keeping of plants
or livestock,or cultivation and management of other crops of farm products. Grantor shall make
good faith efforts to ensure that lands on the Property historically used for agriculture as further
identified in the Baseline Report remain in Productive Agricultural Use unless a conversion to
other conservation purposes is specifically authorized by the Resource Management Plan and the
Water Rights are otherwise protected in accordance with Section 9. Grantor agrees to consult with
Grantor before discontinuing Productive Agricultural Use, unless such discontinuation is
prescribed by the then-current Resource Management Plan, in order to provide Grantee the
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opportunity to find a replacement agricultural operator or lessee acceptable to Grantee who may
continue Productive Agricultural Use of the Property in accordance with the Resource
Management Plan.
9. Representations and Warranties. Grantor represents and warrants that, after reasonable
investigation and to the best of its knowledge:
A. Except for fuels customarily used or transported in connection with
agricultural and construction activities or otherwise identified in the Property's
Hazards Assessment Report; no substance defined, listed, or otherwise classified
pursuant to any federal, state, or local law or regulation as hazardous, toxic,
polluting,or otherwise or threatening to human health or the environment exists or
has been used or released on the Property;
B. There are not now any underground storage tanks located on the Property,
and no underground storage tanks have been removed from the Property in a
manner not in compliance with Applicable Laws;
C. Grantor and the Property are in compliance with all federal, state, and local
laws and regulations applicable to the Property and there is no existing,pending or
threatened litigation affecting or relating to the Property;
D. Grantor has good and sufficient title to the Property and has lawful authority
to grant and convey the Deed, that any mortgages or liens on the Property are
subordinate to the terms of this Deed, and that Grantor shall warrant and forever
defend the title to the Deed against all and every person or persons lawfully
claiming by, through or under Grantor, the whole or any part thereof, except for
rights-of-way, Deeds, restrictions,covenants and mineral reservations of record.
10. Notice of Intention to Undertake Certain Permitted Actions. The purpose of requiring
Grantor 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 manner
consistent with the purpose of this Deed.Whenever notice is required,Grantor shall notify Grantee
in writing not less than thirty(30)days prior to the date Grantor 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.
11. 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 be 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.
12. 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
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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 is 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.
13. Enforcement. Grantee shall have the right to prevent and correct, or require correction of
violations of this Easement. Grantee is not responsible for monitoring for or enforcing violations
of any Applicable Laws, permits, or third party contracts affecting the Property now or in the
future, except to the degree that any violations of Applicable Laws also violate this Easement,
damage the Conservation Values, or be otherwise inconsistent with the Purposes or terms of this
• Easement.
If the Grantee finds what it believes is a violation,or a threat of a violation of this Easement,
the Grantee shall notify Grantor of the nature of the alleged violation. Upon receipt of this notice,
Grantor shall immediately discontinue any activity, or assist to discontinue any third party's
activity,that could increase or expand the alleged violation and shall either:(a)restore the Property
within 60 days as is best possible to its condition prior to the violation,or if immediate restoration
is not possible,Grantor shall submit a restoration plan to the Grantee within 60 days;or(b)provide
a written explanation to the Grantee of the reason why the alleged violation should be permitted.
If the Grantee is not satisfied with Grantor's written explanation or restoration actions,the Parties
agree to meet as soon as possible to resolve their difference. If a resolution cannot be achieved at
the meeting, the Parties agree to attempt to resolve the dispute through mediation as provided
below.
At any time,including if Grantor does not immediately discontinue any activity that could
increase or expand the alleged violation, or if the Grantee believes an ongoing, imminent, or
threatened activity violates the Easement,the Grantee may take immediate legal action to stop the
activity without prior notice to Grantor,without waiting for the period provided for cure to expire,
and without waiting for the 60-day mediation period to expire. The Grantee may bring an action
at law or in equity, ex parte as necessary, in a court of jurisdiction to enforce the terms of this
Easement and to enjoin a violation by temporary or permanent injunction, which may require
restoration of the Property to the condition that existed prior to the violation. The Grantee's
remedies described here shall be in addition to all remedies now or hereafter existing at law or
inequity, and shall include, without limitation, the right to recover damages for violation of the
terms of this Easement or injury to the Conservation Values, including damages for the loss of
scenic, aesthetic, or environmental values, and the right to other remedies designed to deter bad
acts, including restitution of tax benefits or payments for the Easement, disgorgement of profits,
and liquidated and punitive damages. The Grantee,may apply any damages recovered to the cost
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of undertaking restorative,remedial or corrective action on the Property without limiting Grantor's
liability for such damages or corrective action.
Enforcement of the terms of this Easement shall be at the sole discretion of the Grantee,
and any forbearance by the Grantee to exercise its rights under this Easement shall not be construed
to be a waiver by the Grantee of its rights, or of any term(s) of the Easement, including any
subsequent breach of the same or other term(s) of this Easement. No delay or omission by the
Grantee in the exercise of any right or remedy shall impair such right or remedy or be construed
as a waiver. The failure of the Grantee to discover a violation or to take immediate legal action
shall not bar the Grantee from doing so at any time after the date upon which the violation is
discovered. All reasonable costs incurred by the Grantee in enforcing the terms of this Easement
by legal or other means,including but not limited to expert fees,staff time,legal fees, and costs of
pursuing legal or other action, and costs of restoration necessitated by Grantor's violation of the
terms of this Easement, shall be borne by Grantor, unless Grantor ultimately prevails in a judicial
enforcement action, in which case each Party shall bear its own costs,unless the Grantee is found
by a final court of competent jurisdiction to have acted in bad faith. If the Grantee prevails in part,
then Grantor shall be responsible for all fees and costs of both Parties as set forth above. If the
Parties agree to mediation,the Parties will equally share the cost of the mediator's fee.
14. Natural Events Beyond Grantor's Control.Unless otherwise specified,nothing in this Deed
shall require Grantor to take any action to restore the condition of the Property after any fire, act
of God or other natural event over which Grantor had no control. Grantee may not bring an action
against Grantor to enforce against violations of this Deed resulting from any fire, act of God, or
other natural event over which Grantor had no control, or from any reasonable and prudent action
taken by Grantor under emergency conditions to prevent, abate, or mitigate significant injury or
damage to the Property from such causes. For purposes of this Deed, "natural event" or "events
over which Grantor has no control"shall not include acts of third parties.
15. Right to Proceed Against Third Parties. The Grantee has the right to proceed against any
third party or parties whose actions threaten or damage the Conservation Values, including the
right to pursue all remedies and damages provided in this paragraph 15. The Grantor shall
cooperate and join with the Grantee in such proceeding and shall bear equal responsibility for costs
incurred in doing so, including reasonable attorney fees, except and unless Grantor requests that
Grantor assign trespass claims as provided in paragraph 15_A.
A. Right to Require Assignment of Trespass Claims. If requested by the
Grantee,the Grantor shall assign to the Grantee any cause of action for trespass resulting in damage
to the Conservation Values that may be available to such Grantor.The Grantor may condition such
assignment to provide for the (i) diligent prosecution of any such action by the Grantee and (ii)
division according to the equal values below, between the Grantee and such Grantor of any
recovery, over and above the Grantee's attorney's fees and expenses incurred, and costs of
restoration of the Property,resulting from such action.
B. Right to Recover Damages. In the event of a violation of the terms of this
Easement,in addition to the other remedies provided for in this paragraph,and any other remedies
available in law or equity, the Grantee shall also be entitled to recover all damages necessary to
place the Grantee in the same position that it would have been in but for the violation,considering
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all relevant circumstances surrounding the violation and future measures necessary to correct the
same.
16. Transfer of Deed;Requirement for Assignment or Enforcement.
A. Transfer by Grantee. With the prior written consent of Grantor (which
consent shall not be unreasonably withheld), Grantee shall have the right to transfer
all (and not less than all) of the rights and obligations created by this Deed and to
assign its rights and obligations hereunder to any private nonprofit organization
that, at the time of transfer, is a qualified organization under § 170(h) of the IRC,
and under C.R.S. Section 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 conservation purposes that this Deed is to advance continue to be
carried out. Notwithstanding anything in this paragraph to the contrary, this Deed
shall not be transferred by Grantee to any governmental 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
having similar purposes as Grantee, but Grantor refuses to approve the transfer, a
court with jurisdiction shall transfer this Deed to another Qualified Organization
having similar purposes and mission 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, or is no
longer a Qualified Organization, then the Deed shall be assigned to another
Qualified Organization having 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
having 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.
17. Transfer of the Property. 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. Grantee shall have the right to record a document in the real property records in Pitkin
County and Garfield County to put such third parties on notice of the requirements of this
paragraph. Failure to provide notice pursuant to this paragraph or such recorded document shall
not invalidate any transfer of the Property.
18. 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 regulations
promulgated thereunder. Any such amendment shall also be consistent with Colorado Revised
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Statutes §38-30.5-101, et seq., or any regulations promulgated thereunder, and shall not affect the
perpetual duration of this Deed.
19. Real Property Interest.The conservation easement interest created by this Deed constitutes
a real property interest immediately vested in Grantee. The Parties stipulate that, based on a
qualified appraisal, this conservation easement interest (which includes the value of Grantee's
Development Rights) has a fair market value equal to forty-five percent (45%) of the full
unencumbered fair market value of the Property(the"Easement Value Percentage"). The values
at the time of this Deed shall be those values used to calculate the deduction for federal income
tax purposes allowable by reason of this grant,pursuant to I.R.C. § 170(h),whether or not Grantor
claims any deduction for federal income tax purposes. The Easement Value Percentage shall
remain constant.
20. Condemnation or Other Extinguishment. If this Deed is taken, in whole or in part, by
exercise of the power of eminent domain ("Condemnation"), or if circumstances arise in the
future that render the Purpose impossible to accomplish, this Deed can only be terminated or
extinguished, whether in whole or in part, by judicial proceedings in a court of competent
jurisdiction pursuant to C.R.S. Section 38-30.5-107. Grantee agrees to not condemn the Deed of
Conservation Easement interest itself. 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 applicable law, after the satisfaction of prior claims, from any sale, exchange,
condemnation, or other involuntary or voluntary conversion of all or a portion of the Property
subject to such termination or extinguishment. Grantee's compensation shall be an amount equal
to the Easement Value Percentage multiplied by the amount of the full proceeds from any such
sale, exchange condemnation or other involuntary or voluntary conversion of all or a portion of
the Property. Grantor shall not voluntarily accept proceeds equal to less than the full fair market
value of the affected Property unrestricted by this Deed without the approval of Grantee. Grantee
shall use its proceeds in a manner consistent with the conservation purposes of this Deed.
21. Interpretation. This Deed shall be interpreted under the laws of the State of Colorado,
resolving any ambiguities and questions of the validity of specific provisions so as to preserve the
Conservation Values and give maximum effect to its conservation purposes.
22. Perpetual Duration. The conservation easement created by this Deed shall be a servitude
running 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
terminate upon a permitted transfer of the party's interest in this Deed or the Property,except that
liability for acts or omissions occurring prior to transfer shall survive transfer.
23. Notices. Any notice required or permitted under this Agreement shall be in writing and
shall be provided by electronic delivery to the e-mail addresses set forth below and by one of the
following methods 1) hand-delivery or 2) registered or certified mail, postage pre-paid to the
mailing addresses set forth below. Each party by notice sent under this paragraph may change the
address to which future notices should be sent. Electronic delivery of notices shall be considered
delivered upon receipt of confirmation of delivery on the part of the sender. Nothing contained
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herein shall be construed to preclude personal service of any notice in the manner prescribed for
personal service of a summons or other legal process:
To Grantor:
AVLT Coffman Ranch LLC
320 Main Street, Suite 204
Carbondale, CO 81623
970-963-8440
avlt@avlt.org
To Grantee:
Board of County Commissioners of Pitkin County, Colorado
c/o Open Space and Trails and Pitkin County Attorney's Office
530 East Main Street,
Aspen, Colorado 81611
attorney@pitkincounty.com
24. Grantor's Title Warranty. Grantor warrants that Grantor has good and sufficient title to the
Property and hereby promises to defend the same against all claims from persons claiming by,
through or under Grantor.
25. Grantor's Environmental Warranty and Indemnity. Grantor warrants that Grantor, without
duty of inquiry, has no actual knowledge of a release or threatened release of Hazardous
Substances or wastes on the Property. For the purposes hereof, "Hazardous Substances" does not
mean any typical agricultural chemicals such as herbicides and pesticides 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 giving rise to any right or ability in Grantee,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.
26. Subsequent Liens on the Property. No provisions of this Deed shall be construed as
impairing the ability of Grantor to use the Property as collateral for subsequent borrowing,
provided that any mortgage or lien arising from such a borrowing shall be subordinated to this
Deed.
27. Recording. Grantee shall record this Deed in the official records of Pitkin County and
Garfield County and may re-record it at any time as may be required to preserve Grantee's rights
hereunder.
28. Amendment. If circumstances arise under which an amendment to this Deed would be
appropriate to promote the Purposes of the Deed, Grantor and Grantee may jointly amend this
Deed. However, Grantee is under no obligation to amend this Deed, and may decline any
amendment in its sole discretion. Any amendment shall be consistent with the Purposes of the
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Deed and may not affect the Deed's perpetual duration.Any amendment shall be in writing,signed
by all the Parties,and recorded in the records of the Clerk and Recorder of the appropriate Colorado
County. Corrections to correct factual mistakes or typographical or clerical errors shall be made
by written agreement of the Parties. Any correction shall be recorded in the records of the Clerk
and Recorder of Pitkin County. No amendment shall be allowed that affects the qualification of
this Deed or the status of Grantee under any Applicable Laws, including C.R.S. §§38-30.5-101 et
seq., or IRC §170(h), or § 501(c)(3), or any regulations promulgated thereunder. No amendment
shall be permitted that will confer impermissible private benefit to Grantor or to any other
individual or entity(see Treas. Reg. 1.170A-14(h)(3)(i)),or that will result in private inurement to
staff or contract employee of Grantee (see Treas. Reg. 1.501(c)(3)-1(c)(2)). Amendments may be
subject to a fee set by the Grantee according to Grantee policies to cover its staff time, legal and
other costs. Amendments shall comply with the Grantee's procedures and standards for
amendments(as such procedures and standards may be amended from time to time).Amendments
shall not affect the Deed's priority against any intervening liens, mortgages, easements, or other
encumbrances.
29. Definitions. For the purposes of this Deed,the following words and phrases are defined as
follows:
A. Deed. The terms "Deed," "conservation easement," "Deed of Conservation
Easement," and "Deed of Conservation Easement in gross" refer to this legal
document and to the immediately vested interest in real property defined by
Colorado Revised Statutes §§38-30.5-101 et seq.
B. Applicable Laws. The term"Applicable Laws"refers to all relevant federal, state,
and local statutes, ordinances, judicial decisions, executive orders, codes or
regulations having the force and effect of law that have bearing on or may control
certain uses allowed by the Deed.
C. Low-Impact. The term "Low-Impact" refers to activities or improvements whose
location,use and construction have negligible or no surface impact on the Property
and do not damage the Conservation Values (meaning, they have no scenic impact
from public rights-of-way;do not result in harassment of wildlife,increased erosion
or compaction of soils; earthmoving or re-contouring of land; construction of roads
or installation of utility lines; nor damage to relatively natural habitat including
rivers,wetlands,riparian areas or other water resources).
D. Off-Grid. The term "off-grid" refers to structures or improvements that do not
require utilities such as electricity or water, or that are not connected to the local or
national power grid.Instead,power or water may be provided by attached,built-in,
or adjacent energy sources or wells,respectively.
E. Renewable Energy Resource. The Term "renewable energy resource" refers to an
energy source that is replaced rapidly by natural processes,such as biomass,hydro,
geothermal, solar or wind.
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F. Renewable Energy Generating Structures. The term"renewable energy generating
structures" refers to structures used to collect renewable energy resources that are
replaced rapidly by natural processes,such as biomass, hydro, geothermal, solar or
wind.
G. Stock Ponds. Stock ponds, also known as livestock water tanks, are defined in
C.R.S. § 35-49-103 and for the purpose of this Deed as including "all reservoirs
created by dams constructed after April 17, 1941, on watercourses,the channels of
which are normally dry as determined by the state engineer, having a capacity not
exceeding ten acre feet and a vertical height not exceeding fifteen feet from the
bottom of the channel to the bottom of the spillway to be used for stock watering
purposes."
30. Subsequent Transfers. Grantor shall incorporate the terms and conditions of this Deed in
any easement 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 in the
Property at least twenty (20) days prior to the date of such transfer. The failure of Grantor to
perform any act required by this paragraph shall not impair the validity of this Deed or limit its
enforceability in any way.
31. Liberal Construction.Any general rule of construction to the contrary notwithstanding,this
Deed shall be liberally construed in favor of the grant to effect the purpose of this Deed and the
policy and purpose of Colorado Revised Statutes §38-30.5-101, et seq. If any provision in this
instrument is found to be ambiguous, an interpretation consistent with the purpose of this Deed
that would render the provision valid shall be favored over any interpretation that would render it
invalid.
32. Severability. If any provision of this Deed, or the application thereof to any person or
circumstance,is found to be invalid,the remainder of the provisions of this Deed,or the application
of such provision to persons or circumstances other than those as to which it is found to be invalid,
as the case may be, shall not be affected thereby.
33. Entire Agreement. This instrument sets forth the entire agreement of the Parties with
respect to the Deed and supersedes all prior discussions, negotiations, understandings, or
agreements relating to the Deed, all of which are merged herein.
34. No Forfeiture.Nothing contained herein will result in a forfeiture or reversion of Grantor's
title in any respect.
35. Successors.The 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 representatives,
heirs, successors, and assigns and shall continue as a servitude running in perpetuity with the
Property.
36. Termination of Rights and Obligations. A party's rights and obligations under this Deed
terminate upon transfer of the party's interest in the Deed or Property, except that liability for acts
or omissions occurring prior to transfer shall survive transfer.
27 Pt°
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37. Captions. The captions in this instrument have been inserted solely for convenience of
reference and are not a part of this instrument and shall have no effect upon construction or
interpretation.
38. Third Party Enforcement. This Deed is voluntarily entered into by and between Grantor
and Grantee and does not create enforcement rights or responsibilities in any other third parties,
including the general public.
39. 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
acknowledges receipt and acceptance of this Deed encumbering the Property for which monetary
consideration was provided,but no goods or services were provided.
40. Change of Conditions. A change in the potential economic value of any use that is
prohibited by or inconsistent with this Deed, 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.
41. 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 nothing
contained in this Deed is intended to represent a permit or land use approval.
42. Non-Merger. A merger of this Deed and the fee title to the Property cannot and shall not
occur by operation of law under CRS § 38-30.5-107.
43. Hold Harmless. Grantor shall hold harmless, indemnify and defend Grantee and its
directors, officers, employees, agents, and contractors and the heirs, personal representatives,
successors, and assigns of each of them (collectively, the "Grantee Parties") from and against all
liabilities,including,without limitation,court awarded third-party attorney fees,arising from or in
any way connected with: (a) the injury to or the death of any person, or damage to property,
occurring on or about or related to the Property, unless and to the extent such injury, death, or
damage was caused by the willful and wanton act (as defined by C.R.S. §13-21-102(1)(b)) or
omission of any of the Grantee Parties; (b)the violation or alleged violation of, or other failure to
comply with, any state, federal, or local law, regulation, or requirement, including, without
limitation, CERCLA, by any person other than any of the Grantee Parties, in any way affecting,
involving,or relating to the Property; (c)the presence or release of hazardous or toxic substances
in, on, from, or under the Property at any time, of any substance now or hereafter defined, listed,
or otherwise classified pursuant to any federal, state, or local law, regulation, or requirement as
ha ardous, toxic, polluting, or otherwise contaminating to the air, water, or soil, or in any way
harmful or threatening to human health or the environment,unless and to the extent caused by any
of the Grantee Parties; (d) payment of taxes imposed upon or incurred by the Property as a result
of this Deed,including property taxes and the sale of income tax credits acquired as a result of this
Deed; (e)tax benefits or consequences of any kind which result or do not result from entering into
this Deed; and (f)the obligations, covenants,representations, and warranties described herein.
28 ��NV'
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44. Controlling Law. The interpretation and performance of this Deed shall be governed by the
laws of the State of Colorado. Venue for any dispute regarding the interpretation or enforcement of
this Deed or its various provisions shall be the District Court, Garfield County,Colorado.
45. Authority to Execute. Each Party represents to the other that such Party has full power and
authority to execute, deliver, and perform this Deed, that the individual executing this Deed on
behalf of each Party is fully empowered and authorized to do so, and that this Deed constitutes a
valid and legally binding obligation of each Party enforceable against each Party in accordance
with its terms.
IN WITNESS WHEREOF,Grantor and Grantee have executed this Deed as of the day and
year first above written.
<<SIGNATURE PAGES AND ACKNOWLEDGMENTS TO FOLLOW>>
29 ����
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GRANTOR:
AVLT COFFMAN RANCH LLC,
a Colorado limited liability company,
4.
l
Suzann tephens,Manager
STATE OF COLORADO )
ss.
COUNTY OF qtubtut )
A The foregoing instrument was acknowledged before me this 3(S4 day of
2021 by Suzanne Stephens as Manager of AVLT COFFMAN RANCH LLC,
a Colordo limited liability corporation.
WITNESS my hand and official seal.
JESSICA REED
[SEAL] NOTARY PUBLIC
STATE OF COLORADO of Public /
NOTARY ID 19994021384 commission expires: // //�Z r
My Commission Expires:September 08,2024 (lG
30
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GRANTEE:
BOARD OF COUNTY COMMISSIONERS OF P1TKIN COUNTY, COLORADO
f
By: A',60:j,1 Z.,2/4.,,` "��( �.._
Chair of theBoard of County Commissioners of Pitkin County
STATE OF COLORADO )
)ss.
COUNTY OF PITKIN )
The foregoing document was acknowledged before me on by
Kelly McNicholas Kury,Chair of the BOARD OF COUNTY COMMISSIONERS OF PITKIN
COUNTY,COLORADO
WITNESS my hand and official seal.
[SEAL] L..i C.ci 1' !rZ
Notary Public
PATRICIA NADON My commission expires: / r` .' i'. 3
• NOTARY PUBLIC •
STATE OF COLORADO
NOTARY ID 2016403256s
MY COMMISSION EXPIRES AUGUST 17,2023
31 •�,�.
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EXHIBIT A
Legal Description of the Property— 141 acres
LOT 1, DOUG COFFMAN SUBDIVISION, RECORDED APRIL 26, 2010 AT RECEPTION
NO. 785072, IN THE RECORDS OF THE GARFIELD COUNTY CLERK AND
RECORDER'S OFFICE, COUNTY OF GARFIELD, STATE OF COLORADO.
32 ��L
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EXHIBIT C
Water Rights
The "Water Rights" include all of Grantor's right, title and interests in all water and water rights
beneficially used on the Property,surface water rights and groundwater rights,whether tributary or
non-tributary, decreed or un-decreed, and all canals, ditches, laterals, head gates, springs, ponds,
reservoirs, water allotments, contracts, units, wells, easements and rights of way, and irrigation
equipment associated therewith. The Water Rights include but are not limited to the following
described rights and interests:
• 22.0%of the Slough Ditch's 49.26 c.f.s.= 10.8 c.f s.
o Priority No 274 for 6.58 c.f.s. Priority relating to and dated from the 31st day of May
1884 under and by virtue of original construction;and
o Priority No 309 for 42.68 c.f.s. relating back to and dating from 31st day of May 1890
under and by virtue of the First Enlargement.
• 40.34%of the Union Ditch's 31.0 c.f.s.= 12.5 c.f s.
o •Priority No 565-A for 9.44 c.f.s.by virtue of the original construction with priority dates
as of April 20, 1884; and
o Priority No 30 I for 21.56 c.f.s.by virtue of the first enlargement with a priority date as
of April 20, 1890.
Except that the approximate equivalent of 1.0 c.f s.of interest in the Union Ditch reserved by Coffman
Northside Ranch LLLP in the Bargain and Sale Deed recorded in the real property records of the
Garfield County Clerk and Recorder's Office on P}uq,�#- 3� , 2021 at Reception No.
`119Z -17�-k • d
34 \\)
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EXHIBIT D
Baseline Report Acknowledgement
Grantor and Grantee acknowledge that each has read the"Coffman Ranch Conservation
Easement Baseline Documentation Report,"prepared by DHM on August 23,2021, and that the
report accurately reflects the condition of the Property subject to the Deed as of the date of
conveyance of the Deed.
AVLT Coffman Ranch LLC, PITKIN COUNTY
a Colorado limited liability company
l 3Q Lar-/
g2 —q /a(
Date Date
Suzanne Stephens By: Paul Holsinger
Manager Agriculture and Conservation Easement
AVLT Coffman Ranch LLC Administrator
Pitkin County Open Space and Trails
35
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EXHIBIT E
Map of the Property
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962433 08/31/2021 02:44:27 PM Page 1 of 36 Contract No. 204.2021
Jean co, Garfield County, Colorado IIIIIIIIIIIIIIIIIIIIIIIIIN�IIIIIIIIIIIIIIIIIIIIIII IIIIIIIIIIIIIIIIII
Rec Fee:ee: $188.00 Doc Fee: $0.00 eRecorded
RECEPTION#: 681316, R: $0.00,D: $0.00
DOC CODE: DEED CONSERV
Recording requested by and return to: Pg 1 of 36, 10/07/2021 at 02:46:25 PM
PITKIN COUNTY OPEN SPACE&TRAILS Janice K.Vos Caudill, Pitkin County, CO
530 East Main Street,Suite 300
Aspen,CO 81611
DEED OF CONSERVATION EASEMENT
FOR COFFMAN RANCH
THIS DEED OF CONSERVATION EA§EMENT (the "Deed" or "Conservation
Easement")is made and entered into this IASI' day oft). 2021 between AVLT COFFMAN
RANCH, LLC, a Colorado limited liability company, having an address of 320 Main Street, Suite
204, Carbondale, Colorado 81623 ("AVLT" or "Grantor"), and the BOARD OF COUNTY
COMMISSIONERS OF PITKIN COUNTY, COLORADO,a body corporate and politic,having its
address at 530 East Main Street, Suite 302,Aspen, Colorado 81611 ("Pitkin County" or"Grantee").
Pitkin County and AVLT may be collectively referred to herein as the"Parties."
The following exhibits are attached hereto:
Exhibit A: Legal Description of the Property
Exhibit B: Improvement Location Certificate Plat dated July 22,2021
Exhibit C: Water Rights
Exhibit D: Baseline Report Acknowledgement
Exhibit E: Map of Property
RECITALS:
A. AVLT is the record owner of that certain real property in Garfield County, Colorado,
consisting of approximately 140.636 acres, generally known as the "Coffman Ranch" (the
Property"), which is more particularly described Exhibit A, which is attached hereto and made a
part hereof by this reference;
B. The Property possess natural,scenic,open space,wildlife,historical,educational,and
recreational values(collectively referred to as the"Conservation Values")of importance to Grantor,
the Grantee, the people of Garfield County, Pitkin County, and the people of the State of Colorado
that are worthy of preservation;
C. A portion of the Property, approximately twenty-nine (29) acres, is burdened by an
existing conservation easement granted by Rex A. Coffman and Joann G. Coffman to AVLT on
December 18, 2003 and recorded in the real property records of the Garfield County Clerk and
Recorder's Office at Reception No.643445.The conservation easement has since been amended,first
on December 16,2004,which amendment is recorded in the real property records of Garfield County,
Colorado at Reception No. 665189, and again on June 3,2009 under Reception No. 768988. For the
purpose of this Deed,the existing conservation easement on the Property,along with its amendments,
shall be referred to herein as the"Coffman Conservation Easement."
D. This Deed encumbers, burdens, and shall run with the entire Property described in
Exhibit A, including that twenty-nine (29) acre portion of the Property burdened by the Coffman
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•
Conservation Easement. This Deed supersedes and replaces the Coffman Conservation Easement as
to the twenty-nine(29)acres of the Property encumbered by this Deed.The nine(9)acres owned by
Douglas Coffman separately burdened by the Coffman Conservation Easement are not included with
the Property,are not encumbered by this Deed,and are not affected by this grant.
E. The Conservation Values of the Property are more particularly described in the
Baseline Documentation, described in Section 2 herein, and include the following conservation
purposes, the protection of which are recognized for qualified conservation contributions under
Section 170(h)(4)(A)of the Internal Revenue Code of 1986,as amended("IRC"), and under Section
1.170A-14(d)of the Treasury regulations:
• Recreation or Education [§1.170A-14(d)(2)]:
The parties agree and acknowledge that the preservation of the Property will yield outdoor
recreation for the general public and for the education of the general public. The Property
qualifies under this section because the Property will be made available to the general public
for non-motorized seasonal recreational use along designated trails and potentially for
occasional educational programs for the benefit of the public and in support of the natural
resource conservation values on the Property.All recreational use and its management will be
subject to a Resource Management Plan mutually agreed upon by the Parties, which will
provide substantial and regular use of the Property for the general public.
• Relatively Natural Habitat[§1.170A-14(d)(3)]:
The Property contains irrigated pastures or hayfields and diverse native plant communities
including high quality riparian woodland/shrubland and wetland areas.The riparian woodland
and wetland areas are designated as rare and/or imperiled by Colorado Natural Heritage
Program (CNHP). The Property (and surrounding area between Highway 82 and CR 100)
was designated as a Proposed Conservation Area (PCA) by CNHP in the Roaring Fork
Watershed Biological Inventory of 1997-1999.The PCA is one of the more ecologically intact
in the area, and boasts one of the largest good condition riparian areas observed in the lower
Roaring Fork Valley.In April 2001,the CNHP also listed this PCA as a moderately significant
Wetland and Riparian PCA in CNHP Wetland and Riparian Potential Conservation Areas in
Garfield County. The riparian wetland areas provide fish and wildlife habitat, and nesting
sites for birds (including insect-eating birds that protect pastures and crops from damage).
Serve as a corridor for wildlife between uplands and lowlands that allow seasonal movement
of wildlife species. Provide refuge for animals during drought or fire. The Property offers
habitat connectivity between existing conservation areas and federal lands and also mapped
significant habitat for mule deer,Bald eagles,and Canada geese.
• Open Space [§1.170A-14(d)(4)]:
The parties agree and acknowledge that the preservation of the Property will yield a
significant public benefit and will add to the scenic and open space character of the
landscape in Garfield County. The Property qualifies as open space because it will be
preserved for the scenic enjoyment of the general public and is preserved pursuant to a
clearly delineated governmental conservation policy. Conservation of the Property will
further yield a significant public benefit.
Scenic Enjoyment — The Property is located along the Roaring Fork River near the east
2 `0.>y
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entrance to Carbondale on scenic CR 100,which passes through mostly rural land.The ranch
is located within a"visual corridor" worthy of preservation, due to its proximity to both the
river and roads. The Property is the highly visible and scenic, offering undisturbed views of
open pastures and natural riparian habitat.
Agriculture-The Property is currently used for agricultural purposes including irrigated crop
production and livestock grazing. This use is compatible with other land use in the vicinity.
The Property is irrigated by senior water rights described in Exhibit C.
Significant Public Benefit - The Property's unique habitat connectivity is important to the
local and regional landscape and provides wildlife habitat resources that attract tourism and
commerce to the area.It is located in a rural,agricultural,mountainous area of Pitkin County,
where there is a foreseeable trend of intense development in the vicinity of the Property.There
is a strong likelihood that development of the Property would contribute to degradation of the
scenic and natural character of the area. Preservation of the Property will continue to provide
an opportunity for the general public to appreciate its scenic values.
Governmental Policies-Conservation of the Property is promoted by the following local and
state governmental policies. The laws and regulations of the State of Colorado and the United
States also support conservation of the Property relative to its scenic, wildlife habitat,
agricultural heritage,educational and natural area values:
• Colorado Revised Statutes § 38-30.5-102 provides for the establishment 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
protection of open land, environmental quality or life-sustaining ecological
diversity." The Property's protection will further this policy by protecting the land as
scenic, open, supporting wildlife habitat, and agricultural.
• The Colorado Wildlife and Parks and Outdoor Recreation statutes,Colorado Revised
Statutes §§ 33-1-101 and 33-10-101, 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." This Property's protection will
further this policy by providing for the preservation and protection of wildlife habitat
and public access, education, and recreation.
• The Western Governors' Association Policy Resolution 08-21 supports "voluntary
incentive-based methods for preserving open space, maintaining land and water for
agricultural and timber production, wildlife and other values." This declaration of
support for tax incentives is furthered by this Property's protection with a perpetual
conservation easement in gross, the voluntary grant of which qualified Grantor for
state and federal tax benefits and incentives.
• Pitkin County addresses the need for protecting open space in its Home Rule Charter,
which contains the Open Space and Trails Program's enabling legislation under
3
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Article XIII. Criteria for open space acquisitions include: (1) Areas within public
scenic viewplanes; (2) Incorporating or protecting significant wildlife habitat; (3)
Protecting riparian or wetlands areas; (4) Protecting other public lands from the
impacts of development. This Property's protection meets the policy need expressed
by the Home Rule Charter by providing public scenic viewplanes, protecting
significant wildlife habitat,protecting riparian areas, and protecting lands for public
access and from development.
• The Pitkin County Land Use Code 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 Operations),2-280 (Compatibility with Public Lands),and 2-290(Access
to Public Lands). The portions of the Land Use Code conforming the preservation
of wildlife habitat, open space and agricultural operations with its policy objectives
for scenic quality, wildlife management, and compatibility with agricultural lands
and operations and public lands are met by this Property's protection, despite being
outside of the County, which affords wildlife habitat protection, scenic open space
protection,agricultural land and operation furtherance,and public access through this
Deed's provisions.
• The Pitkin County Strategic Plan supports conserving the natural environment within
the Community Vision which is supported by Core Focus Areas including: (1)
Flourishing Natural and Built Environment which states "Conserved natural
resources and environment" as a Success Factor; and (2) Livable and Supportive
Community which states "Access to recreation..." as a Success Factor. The
Property's conservation furthers the policy objectives of Pitkin County's Strategic
Plan by conserving the natural resources and environment of the Coffman Ranch and
thereby accomplishing this Success Factor, as well as providing through its
conservation public recreational access to accomplish this Success Factor.
• The people of Garfield County and the Town of Carbondale have expressed the
importance of protecting and conserving agricultural land, open space, and scenic
vistas through passage of a Garfield County Comprehensive Plan of 2000 and a Town
of Carbondale Three Mile Area Plan of 2000. The protection of the Property with a
perpetual conservation easement for the public's benefit meets the expressed
agricultural land, open space, and scenic vista policy objectives of the Garfield
County Comprehensive Plan and Town of Carbondale Three Mile Area Plan by
protecting agricultural land, open space, and scenic vistas of the Coffman Ranch.
AGREEMENT:
NOW, THEREFORE, in consideration of the recitals above and the mutual covenants,
terms, conditions, and restrictions contained herein and pursuant to the laws of the State of
Colorado,and in particular C.R.S. §38-30.5-101 et seq.,as a voluntary bargain-sale donation with
a portion of the Property's conservation value being purchased in the amount of TWO MILLION
and 00/100 DOLLARS ($2,000,000.00) and the remainder value being donated, Grantor hereby
voluntarily grants and conveys to Grantee a conservation easement in gross in perpetuity over the
Property, of the nature and character and to the extent hereinafter set forth.
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1. Purpose. It is the essential purpose of this Deed to preserve and protect, in perpetuity, the
natural, ecological, open space, recreational, and scenic values of the Property. To achieve this
Purpose, Grantor intends to convey this Deed to Grantee to ensure that the Conservation Values
of Property will be preserved and protected forever. Subject to the purpose of this Deed, Grantor
and Grantee intend to permit only uses of the Property which do not substantially diminish or
impair the Property's Conservation Values and to prevent any use of the Property that will
substantially impair or interfere with protecting the Property's Conservation Values. It is the
intent of the Grantor to preserve the Property in its scenic, natural, historic and open space
condition to preserve the open space character, wildlife habitat, recreational, and scenic qualities
of the Property.
2. Baseline Documentation Report. The parties acknowledge that a written report has been
prepared,reviewed, and approved by all parties which documents the Property's condition as of
the conveyance date of this Deed(the"Baseline Report") authored by DHM and dated August
23, 2021. A copy of the Baseline Report shall be kept on file with all parties and by this
reference made a part hereof The parties acknowledge that the Baseline Report is intended to
establish the condition of the Property as of the conveyance date of this Deed,and all parties
have acknowledged the same in a signed statement, a copy of which is attached hereto as Exhibit
D. The parties further agree that the existence of the Baseline Report shall in no way limit the
parties' ability to use other pertinent information in resolving any controversy that may arise
with respect to the condition of the Property as of the conveyance date of this Deed.
3. 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 Grantor's
compliance with the terms of this Deed;provided that such entry shall be upon prior
reasonable notice to Grantor, which shall typically be no less than forty-eight (48)
hours advance notice, and Grantee shall not unreasonably interfere with Grantor's
use and quiet enjoyment of the Property;
C. To prevent any activity on or use of the Property that is inconsistent with the
purpose of this Deed and to require the restoration of such areas or features of the
Property that may be damaged by any inconsistent activity or use;
D. To place and maintain on the Property a sign or signs indicating that a conservation
easement is held by Grantee on the Property. The size of the sign and the location,
design and content of such signs shall be mutually agreed to by Grantee and Grantor
in accordance with applicable signage regulations and the terms of this Deed.
Grantee shall be responsible for the maintenance of any such signs. Furthermore,
Grantee may erect one or more signs visible from the nearest public roadway, or
from an alternative location approved by Grantor, identifying Grantee's Grant and
investment in this Property to the public;
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E. The right,as an interest owner in the Property,to receive notification from and join
Grantor as a party to any condemnation or eminent domain proceedings affecting
the Property(as described in Section 16),or to any leases, surface use agreements,
damage agreements or rights-of-way that may be proposed, granted or required
hereafter as a result of mineral development(as described in Section 4.C.7)or other
activities with the potential to impact the surface of the Property or its Conservation
Values; and
F. Any other rights that the Parties may mutually agree upon that are consistent with
the Purposes of the Deed, including adding additional purposes or defining
additional Conservation Values.
4. Retained and Reserved Rights of Grantor. Subject to the terms of this Deed, Grantor
reserves to Grantor and to Grantor's successors and assigns, all rights accruing from Grantor's
ownership of the Property, including the right:
A. To perform any act not specifically prohibited or limited by this Deed.
B. To convey, sell, or transfer the Property to anyone Grantor may choose subject to
the restrictions imposed herein including but not limited to those contained in
Section 13 of this Deed;
C. To engage in or permit or invite others to engage in all uses of the Property that are
permitted by this Deed, subject to any limitations or restrictions stated in this Deed,
and those uses of the Property that do not materially adversely affect the
Conservation Values;
D. To exclude any member of the public from the Property, with acknowledgment of
the guarantee for public access and timeframes provided in Paragraph 6 below;and
E. To retain the economic viability of the Property and retain income derived from the
Property from all sources,unless otherwise provided herein,that are not prohibited
by or inconsistent with the terms of or this Deed and that do not materially adversely
affect the Conservation Values, including but not limited to the right to sell or
transfer for additional value or credit environmental attributes including carbon
rights,intact roots-down grassland rights,or any other similar or not yet anticipated
future commodities all of which remain subject to the restriction against further
subdivision as provided in Paragraph 5.A.
5. Permitted and Prohibited Uses. Grantor shall not perform, nor knowingly allow others to
perform,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 restore
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.
6
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A. Subdivision. Grantor may subdivide the property one time, into a total of two
parcels, subject to the restrictions contained herein, and provided that no
development of any kind, including but not limited to agricultural or residential
structures,will be allowed on that resulting portion of the Property that is no longer
on the same parcel of land as the Ranch Activity Envelope described in Section
5.B. pursuant to such division on the Property. Any land subdivided from the
Property shall remain subject to this Deed. Except as provided in this paragraph,
the Parties agree that any further division, subdivision, de facto subdivision or
partition in kind of the Property, whether by legal or physical process, into
additional parcels of land or partial or separate interests(including but not limited
to condominium interests, common ownership interests, or the partition of
undivided interests)is prohibited.
B. Structures and Improvements. The construction, location, relocation or expansion
of any structures or improvements (defined as permanent or temporary structures
or other physical, human-introduced development of or on the Property) is
prohibited on the Property, except as follows in this Section 5.B:
1. Ranch Activity Envelope. There shall be a ten (10) acre building and
disturbance activity envelope (the "Ranch Activity Envelope"), in the
approximate location depicted on Exhibit E. There shall be no more than
twenty thousand (20,000) square feet of structures and/or improvements
total within the Ranch Activity Envelope, excluding agricultural buildings.
Within the Ranch Activity Envelope, the Grantor may engage in non-
industrial uses as follows:
a) Residential Structures.There are three(3)existing residences inside
the Ranch Activity Envelope: shown on Exhibit B (hereinafter
referred to the"Residential Structures"). Grantor reserves the right
to rebuild, remodel, maintain, relocate, enlarge, construct new, and
repurpose up to three Residential Structures inside the Ranch
Activity Envelope, which structures may contain more than one
residential dwelling unit. The total floor area of all residential
structures may not exceed ten thousand (10,000) square feet and no
single,residential structure may exceed five thousand(5,000)square
feet.
b) Leasing of Residential Dwelling Units in Ranch Activity Envelope.
Notwithstanding the foregoing restriction on subdividing the
Property, Grantor may lease one or all of the residential dwelling
units on the Property to individuals or entities for the purpose of
providing on-site housing for AVLT and other nonprofit staff and
ranchers,farmers,interns,students, and scientists either working on
the Property or supporting or otherwise affiliated with land
conservation and/or Grantor's mission. No lease shall have the
effect of creating a de facto subdivision of the Property. In the event
the Property should be owed by a private party or any other entity
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but a non-profit entity in the future, a maximum of two (2)
residential units may be leased,and a maximum of three(3)families
may occupy the Property.
c) Agricultural Use and Accessory Buildings and Structures Necessary
to Agricultural Operation. Agricultural use is permitted on the
Property and in the Ranch Activity Envelope. Accessory buildings
and structures that are used to support agricultural use, including
barns, greenhouses, chicken coops, and storage sheds for
agricultural equipment are permitted in the Ranch Activity Envelope
and shall not count towards the permitted residential square footage
allowance.
d) Public Facilities, and Educational Use. Nonprofit space and
facilities for public and educational uses are permitted inside the
Ranch Activity Envelope as follows. Grantor may construct,
convert, or repurpose new and existing structures to provide offices
and educational and other community service facilities in order to
provide events and programs for the public on the Property in
support of the Purpose of this Deed. Community service and
educational buildings may include but are not limited to classrooms,
learning centers, public gathering spaces for events and fundraisers
supporting non-profit organizations, including AVLT, bathrooms,
and facilities to support visits from other education institutions such
as schools and day camps based off the Property. Construction of
nonprofit offices and public and educational buildings shall not be
counted toward the total residential square footage permitted on the
Property but there shall be no more than a total of twenty thousand
(20,000)square feet of structures or improvements within the Ranch
Activity Envelope, excluding agricultural buildings.
e) Offices Use for Non-Profit Entities.Office use for non-profit entities
carried on as an accessory use to the other permitted uses of the
Property and in support of the Purposes of Deed is permitted in the
Ranch Activity Envelope. Office use shall not create the appearance
or impact of a commercial activity.Notwithstanding the foregoing,
Grantor may locate offices in the Ranch Activity Envelope to
support all aspects of its land conservation activities even if those
activities are not directly related to the other principle uses on the
Property.
Accessory Structures and Uses.Accessory structures and uses(such
as fences, hedges,walls,roads,paths,non-utility scale solar panels,
shade structures, garages, sheds, and parking areas), the use of
which is incidental to a principal use (residential, agricultural,
public, educational, and office use for nonprofit entities) are
permitted in the Ranch Activity Envelope.
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g) Other Development or Use in the Ranch Activity Envelope. If
Grantor desires to engage in any other use of the Ranch Activity
Envelope beyond those uses set forth in this Deed, Grantor may seek
consent from Grantee to engage in such use. Grantee may only
approve additional uses of the Ranch Activity Envelop if such use
does not negatively impact the Conservation Values or degrade the
Purpose of this Deed. Grantee has the sole discretion to determine
whether a proposed use negatively impacts the Conservation Values
or degrades the Purpose of this Deed.
2. Agricultural Structures Outside of Ranch Activity Envelope. Grantor may
construct, replace, enlarge, relocate and maintain existing and additional
minor, off-grid structures (as defined in Section 27 herein) for agricultural
purposes outside of the Ranch Activity Envelopes (such as hay sheds,
greenhouses, machine sheds, loafing sheds, or pump houses), provided the
total gross covered ground area of all buildings does not exceed 4,000
square feet. Minor,off-grid structures are defined as being unenclosed(i.e.,
possessing three or fewer walls), not connected to utility lines, and not
having excavated, raised or slab foundations. In addition, low-impact (as
defined in Section 27) temporary structures may be permitted for seasonal,
agricultural use of the Property.
3. Recreational and Educational Structures Outside of Ranch Activity
Envelope. Low-impact recreational and educational structures, including
but not limited to, benches, picnic tables, open-sided shade or rain shelters,
public restrooms, wildlife viewing platforms, natural playgrounds, tents,
tipis, yurt, together with interpretive signage for public use, enjoyment or
education are permitted outside of the Ranch Activity Envelope in a location
and manner consistent with the Purpose of the Deed. All recreational
structures will be constructed in accordance with the Resource Management
Plan and will be consistent with the Purpose and terms of this Deed.
Recreational and Educational Structures may include facilities and designs
to accommodate handicap access to the same. Sod athletic fields, golf
courses or driving ranges,race tracks,airstrips,helicopter pads,and firearm
shooting ranges are prohibited.
4. Fences.Grantor may,but shall not be obligated to replace,repair or improve
existing fences on the Property and erect new fencing provided such new or
replaced fencing is consistent with then-current Colorado Parks and
Wildlife ("CPW") guidelines for fencing in a wildlife migration area and
any applicable county regulations,so as to permit the movement of wildlife
across the Property. Any soil disturbance to the Property that results from
such fence maintenance or construction shall be reseeded and restored to as
close to its prior condition as possible. Corrals, livestock holding pens and
other enclosures(defined as being two acres in size or less)that do not meet
the above CPW guidelines are permitted only within the Ranch Activity
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• Envelope and surrounding any farming area of up to ten (10) acres
designated in the future and guided by the Property's Resource
Management Plan.
5. Trails Outside of Ranch Activity Envelope. The development and use of
unpaved recreational trails and boardwalks not to exceed four (4) feet in
width for non-motorized recreational uses including hiking, horseback
riding,cross country skiing,wheelchairs, snowshoeing,guided tours,outdoor
or agricultural education programs, and other public uses specified in the
Resource Management Plan are permitted outside of the Ranch Activity
Envelope in a low-impact manner and location that minimizes erosion and
disturbance to the Property's wildlife and scenic values. Paved trails are
limited to the Ranch Activity Envelope, except, where necessary, it is
permissible to construct a paved or concrete surface, including but not
limited to a ramp or platform, to provide handicap access to a recreational
or educational structure or use outside the Ranch Activity Envelope.
Recreational courses or tracks for motorized vehicles are prohibited on the
Property. Grantor and Grantee agree that prior to the development of any
trail pursuant to this paragraph Grantor will complete a Resource
Management Plan, which will guide the location and seasonality of the
trails.
6. Ponds.The installation,maintenance and improvement of water catchments
for agricultural and educational purposes or the enhancement of wildlife
habitat, such as stock ponds (as defined in Section 27), wildlife guzzlers
(which collect rain,snow and runoff to provide a water source for wildlife),
wetlands, and other agricultural or wildlife-friendly water features, each
under one acre in size, are permitted in a manner consistent with the
Purposes of this Deed and all Applicable Laws.
7. Utilities. Grantor is permitted to establish underground utilities to serve the
Ranch Activity Envelope, provided that such utilities shall be located either
along an existing road or in a location approved by the Grantee with
consideration of upholding the Conservation Values or as permitted by
easements or rights-of-way existing prior to the grant of this Deed, and as
follows:
a) Water Wells. Water wells, pumps, and low-impact (defined in
Section 27)water storage tanks,and maintenance and repair thereof,
are permitted as necessary for permitted residential, agricultural,
educational,and wildlife uses of the Property in accordance with all
Applicable Laws and Section 4.C.8, Water Rights, provided that
wells and water lines for domestic use shall be located within the
Activity Envelope if practically possible;
b) Renewable Energy Technology. Low-impact, renewable energy-
generating or storing structures(terms defined in Section 27 herein)
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are permitted inside and outside of the Ranch Activity Envelope as
necessary to facilitate the Purposes of this Deed, such as roof-
mounted solar panels, solar- or wind-powered pumps or solar-
powered electric fences. Commercial and/or utility-scale production
of energy on the Property is prohibited. However, Grantor may
install solar arrays within the Ranch Activity Envelope in an area
not to exceed one (1) acre for the primary purpose of generating
electricity for use on the Property.Alternative energy improvements
shall be subject to the requirements of the Garfield County Land Use
Codes. Grantor may connect renewable energy-generating
structures to the power grid and, in so doing, receive payments,
credits, or incentives for the sale or conveyance of any energy
produced in excess of Grantor's consumption to a provider of retail
service to the extent permitted by Colorado law. An installation of
alternative energy improvements shall be designed and located so as
to minimize impacts to the Conservation Values of the Property.
c) Extension of Electric Power to Facilitate Handicap Access outside
of Ranch Activity Envelope. Where necessary and after first
obtaining all necessary permits, Grantor may extend electric utility
service beyond the Ranch Activity Envelope as necessary to provide
access to, or facilitate the use of, Educational and Recreational
Structures for individuals with disabilities.
8. Revegetation and Restoration After Disturbance. Grantor shall promptly
reseed and restore any surface impacts that result from the installation or
maintenance of any above-described improvements to as close to the
Property's original condition as possible within three months, season
permitting, or as otherwise approved by the Grantee.
C. Natural Resource Management Land Use. Grantor recognizes the importance of
good resource management and stewardship to preserve and protect the
Conservation Values. To this end, the Property shall be operated and managed in
accordance with a land management plan ("Resource Management Plan")
prepared by Grantor or a competent expert at Grantor's expense, and approved by
Grantee, which approval shall not be unreasonably withheld, conditioned, or
delayed provided the Resource Management Plan is designed to maintain or
enhance the Conservation Values and general ecosystem health of the Property,and
is consistent with the terms and Purposes of this Deed. To that end, the Resource
Management Plan shall be based upon then-current Best Management Practices for
protecting water quality and sensitive wildlife species and habitat and, where
relevant, the Grantee may consult the CPW, Natural Resources Conservation
Service ("NRCS"), or other outside agency for guidance on the Plan, land uses in
question, or both. The Plan may be updated periodically, with Grantee's approval
as described above, to address different uses of the Property as well as changing
conditions that may occur on the Property. Grantor shall provide a copy of the
Resource Management Plan and subsequent updates to the Grantee. Grantor
11 ,V\\)
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recognizes the importance of good resource management and stewardship to
preserve and protect the Conservation Values. Accordingly, Grantor agrees not to
alter the topography of the Property outside of the Activity Envelope through
placement or removal of soil, gravel, land fill, or other materials nor to impair or
disturb the relatively natural habitat for native plants,wildlife,or ecosystems on the
Property, except: (a) as necessary in emergencies including wildfire, flood and
landslide; (b) as approved by Grantee and any required permitting agencies for
habitat enhancement or restoration purposes, or pursuant to the Resource
Management Plan; (c) as necessary for improvements described in Section 5.B
above; (d) as necessary for uses described in this Section 5.C, below. No surface
alterations may be made that damage the Conservation Values, including the
Property's use for agriculture.
1. Livestock Grazing and Agriculture.Grazing of livestock(including but not
limited to cattle, horses, llamas, alpacas, sheep, goats, and bison) and
leasing of grazing rights, together with other customary agricultural
activities incidental or necessary to use of the Property for grazing (such as
maintenance and improvement of existing pasturelands), are permitted on
the Property in a manner consistent with protection of the long-term
ecological viability of the land and specifically in a manner consistent with
sound range management practices so as not to cause significant soil erosion
or low soil quality as then-determined by the Natural Resources
Conservation Service or its successor organization("NRCS"). In addition,
the Property may be used for sustainable farming, gardening, and row
cropping in a manner that supports the Purposes of this Deed and in areas
that will not diminish important native wildlife habitat.
The following agricultural practices are considered inconsistent with the
Purposes of this Deed, and are therefore prohibited on the Property: (1)
intensive growth livestock farms, Concentrated Animal Feeding
Operations, or commercial feed lots (defined as confined areas or facilities
for animals, within which the Property is not vegetated or is not grazed or
cropped annually, for purposes of extended feeding and finishing of large
numbers of livestock for commercial hire); (2) large-scale meat or poultry
processing facilities; (3) sawmills or logging operations or facilities; (4)
commercial tree farms or sod farms located outside of the Activity
Envelope.
2. Forest and Vegetation Management. Commercial timber harvesting is
prohibited. Trees may be cut to control insects and disease, to control
invasive non-native species, and to prevent personal injury and property
damage.
3. Weed Control. Grantor agrees to control noxious weeds and invasive plant
species on the Property in accordance with the Colorado Noxious Weed Act
(January 23, 2006), as amended, and other Applicable Laws, and shall not
intentionally introduce noxious weeds or invasive species to the Property.
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4. Off-Road Use of Vehicles. Off-road use of motor vehicles including
snowmobiles, is permitted only as necessary for property maintenance,
agriculture, hunting, and range management, in a manner that does not
result in rutting, erosion, harassment of wildlife, or damage to the natural
ecosystems or scenic values of the Property and in emergency situations.
Motorized vehicles shall not be parked (except in emergencies and as
necessary for Property management)or stored on the Property except within
the Ranch Activity Envelope.
5. Hunting. Hunting, fishing and the leasing of hunting rights on the Property
may be permitted or prohibited at Grantor's discretion and in accordance
with all CPW regulations and other Applicable Laws.
6. Trash and Dumping. Grantor shall not dump or permanently accumulate
trash, garbage, or other refuse on the Property, except for agricultural by-
products and compostable matter produced or used on the Property.Grantor
completed an Environmental Site Assessment prior to granting this Deed to
Grantee, which identified pre-existing dump sites. Those locations are
identified in the Baseline Report, and Grantor shall not continue the use of
those locations for dumping.
7. Mining and Minerals. There is no current or past history of mineral
development or mining on the Property.Mining,quarrying,drilling,boring,
or exploring for or removing oil,gas,minerals,rocks,stones,gravel or earth
(collectively hereafter "minerals") on or below the Property is prohibited,
except by third party mineral rights holders having the pre-existing right to
this grant of Deed to explore for,extract or develop minerals associated with
the Property. Grantor shall not sell, lease, transfer or separate from the
Property any mineral rights owned or controlled by Grantor as of the date
of this Deed grant, but should a third party mineral rights holder require
surface or sub-surface access to minerals on or below the Property,Grantor
agrees to notify the Grantee and include Grantee as a party to any
negotiations regarding mineral leases, surface use agreements, damage
agreements, or other related mineral agreements (collectively hereafter
"Mineral Agreements") that may affect the surface of the Property or its
Conservation Values(including ground and surface water resources)for the
purpose of protecting and preserving to the extent possible,and if necessary,
restoring and remediating, the Conservation Values. The Grantee shall
claim no rights to proceeds or royalties from any permitted mineral
development and Grantor shall retain sole execution authority for all
permitted Mineral Agreements, provided the Grantee has been properly
notified and provided the opportunity to participate in negotiations for such
Mineral Agreements.
a) Future Non-Surface Mineral Development. In accordance with
Section 3.E, Grantor shall notify and obtain the consent of the
Grantee prior to engaging in or entering into any permitted non-
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surface occupancy mineral development, units, pools, leases, or
agreements affecting the Property or underlying minerals, which
documents, leases, and agreements (the "Mineral Agreement" or
"Mineral Agreements") shall be subordinate to this Deed, shall
reference this Deed, and shall incorporate the restrictions of Section
4.C.7,and summarize the restrictions of this paragraph.The Grantee
shall claim no rights to proceeds or royalties from any permitted
mineral development, except that the Grantee shall have the right to
charge a fee to cover its time and expenses for reviewing any
proposed Mineral Agreement. Grantor retains sole execution
authority for all permitted Mineral Agreements, excluding surface
use agreements, for which the Grantee retains the right to execute
together with Grantor, provided the Grantee has been properly
notified and has had the opportunity to review the Mineral
Agreement as required herein.
b) Current Mineral Leases and Development. There are no active oil
and gas or other mineral leases or agreements on or affecting the
Property as of the date of this Deed grant.
8. Water Rights. The water rights are more particularly described in Exhibit C
attached to and made part of this Deed. The water rights will be dedicated
and restricted to maintain, support, enhance and further the Conservation
Values of the Property as defined herein, and the permitted uses, including
the continuation of the historic use of the water rights on the Property.
a) Water Rights Included. Grantor agrees to include all water rights
beneficially used on the Property in this Deed pursuant to C.R.S.
§38-30.5-102(the"Water Rights"). The Water Rights consist of all
of Grantor's rights,title, and interests in and to the water and water
rights described in Exhibit C herein, which include all associated
canals,ditches,laterals,head gates,springs,wells,ponds,reservoirs,
water shares and stock certificates, water allotments, contracts,
units, permits, easements and rights of way, and irrigation
equipment;
b) Permitted Water Uses. Grantor shall have the right and
responsibility to continue recent historic use of the Water Rights on
the Property for irrigation,agricultural purposes,and protection and
preservation of the Conservation Values;
c) Restrictions on Water Rights.The parties agree that the Grantor may
not (i) permanently change the Water Rights to or use the Water
Rights for municipal,industrial,commercial or any other new uses,
(ii) permanently change the Water Rights for use other than on the
Property, (iii) sell or lease the Water Rights or encumber them
separately from the Property or otherwise legally separate them
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from the Property or(iv) change the points of diversion or the type
or the place of use within or without the Property, except after
Grantor's receipt of a written determination by the Grantee that such
changes are not inconsistent with the Permitted Water Uses and will
not impair the Conservation Values of the Property. Grantor shall
not construct or permit others to construct any new diversion,
storage or other water structures upon the Property, shall not
develop any additional water rights for use on the Property and shall
not otherwise undertake any new development of water resources
for use on the Property without the prior written approval of the
Grantee, which approval shall not be unreasonably withheld.
d) Change of Conditions. Grantor expressly waives any claim to use,
change or transfer all or any part of the Water Rights other than as
provided in this Conservation Easement, regardless of any future
change in circumstances, change in values or other reasons, based
on any theory of reasonable accommodation or other theory that
would release any or all of the Water Rights from the provisions of
this Deed, without Grantee's express written consent, which can be
granted,withheld or conditioned in Grantee's sole discretion.
e) Protection of Water Rights. If Grantor fails to continue the recent
historical use of the Water Rights on the Property in such a way that
the Water Rights should become subject to a threat of abandonment,
by action or inaction, Grantor shall provide the Grantee a copy of
any written notice received from any state water official concerning
the use, or possible abandonment, of the Water Rights. If the
Grantee discovers that the Water Rights are subject to a threat of
abandonment, the Grantee shall give Grantor written notice of such
threat.If,and only if,Grantor fails to cure the threat of abandonment
within 90 days of receiving such notice from the Grantee or state,
the Grantee shall, in addition to any other remedies available to the
Grantee under this Deed or law, have the right, but not the
obligation,to: (1)enter upon the Property and undertake any and all
actions reasonably necessary to continue the historical use of the
Water Rights; (2) seek removal of the Water Rights from the
decennial abandonment list; (3) seek to change the Water Rights to
another use consistent with the Purposes of this Deed; and (4) sell,
lease or otherwise convey all or part of such Water Rights to the
Colorado Water Conservation Board or other then-qualified entity
for the specific conservation purpose of protecting or enhancing
instream flows or water levels in streams, rivers, lakes and/or
reservoirs. Grantor agrees to cooperate in any manner necessary to
accomplish the Grantee's election, which may include authorizing
the Grantee to file for and obtain any administrative or judicial
approvals;
49,_\0
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Assessments.In the event such Water Rights are represented
by water shares, stock certificates, water allotments,
contracts, units or interests in a joint ditch, ditch and/or
reservoir company,water users association or similar entity,
the Grantor shall promptly pay all assessments and shall not
allow the Water Rights or shares to be forfeited, sold or
otherwise impaired as a result of nonpayment. If the Grantor
shall fail to pay any assessment of any joint ditch, ditch
and/or reservoir company, water user association or other
similar entity and the Water Rights become subject to
forfeiture, sale or other impairment as a result of such
delinquency, the Grantee shall, in addition to any other
remedies available to the Grantee under this Conservation
Deed or law, have the right to pay such assessment. In such
event, the Grantor shall reimburse the Grantee for all its
expenses incurred in paying such assessment and preventing
the forfeiture, sale or impairment of the Water Rights,
including,but not limited to,reasonable attorneys' fees.The
Grantee shall thereafter have a lien upon the Water Rights
that are the subject matter of this Conservation Easement for
such expenses and shall have the right to foreclose upon that
lien if not reimbursed within six months.
Abandonment and Forfeiture. If the Water Rights become
subject to any abandonment or forfeiture proceeding or the
Grantee determines that the Water Rights are otherwise
subject to a threat of abandonment or forfeiture, the Grantee
shall give the Grantor written notice of such threat of
abandonment or forfeiture and consult with the Grantor to
discuss the matter. If, and only if, Grantor fails to cure the
threat of abandonment or forfeiture within six months of
receiving such notice from the Grantee,the Grantee shall, in
addition to any other remedies available to the Grantee under
this Conservation Easement or law,have the right to(i)enter
upon the Property and undertake any and all actions
reasonably necessary to continue the historical use of the
Water Rights, if desired by the Grantee; and (ii) defend the
Water Rights in any abandonment or forfeiture proceeding.
If the Water Rights remain subject to abandonment or
forfeiture, the Grantee may, after consultation with the
Grantor, seek to change the Water Rights to another
Permitted Water Use, including, but not limited to, use for
instream flows and/or maintenance of water levels in lakes
and reservoirs. The Grantor agrees to cooperate in any
manner necessary to accomplish the Grantee's election and
authorizes and appoints the Grantee as its agent and
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attorney-in-fact to file for and obtain any administrative or
judicial approvals required to effectuate such changes.
Effect of Loss. No loss of Water Rights through injury or
abandonment, or conversion of the Water Rights as set forth above,
shall be considered a severance of the title to the Water Rights from
the Property or as basis for extinguishment of this Deed;
g) Ditch or Reservoir Company. C.R.S. §38-30.5-104(5)requires that,
when a conservation easement encumbers a water right represented
by shares in a mutual ditch or reservoir company, 60 days' notice
shall be given to said company before the conservation easement
may be conveyed. The Parties acknowledge there is no ditch
company associated with this property at this time; and
h) Temporary Instream Flow Use of Water Rights. The parties
recognise that adverse environmental conditions, such as drought,
occur from time-to-time and that such conditions may pose a more
significant threat to the natural environment and life-sustaining
ecological diversity of streams, rivers, lakes and reservoirs than to
the Conservation Values of the Property. Therefore, the parties
agree that the Grantor may enter into legally enforceable water
leases, contracts, emergency water loans or similar agreements for
conservation purposes to temporarily increase instream flows and/or
water levels in streams, rivers, lakes and/or reservoirs to preserve
the natural environment of such water body(s),provided that(i)the
Grantee has given its prior written consent to such arrangements,(ii)
the Water Rights shall not be used for such uses more than three out
of every ten years without a written determination by the Grantee
that such use would not jeopardize the long-term Conservation •
Values of the Property,and(iii)that such arrangements comply with
current law,.
9. Commercial and Industrial Activities. No industrial uses shall be allowed
on the Property.Commercial uses are allowed,as long as they are conducted
in a manner that is consistent with I.R.C. § 170(h) and the terms and
Purposes of this Deed.
10. Signage or Billboards. No commercial signs, billboards, awnings, or
advertisements 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,
and signs informing the public of the status of ownership and conservation
as described in Section 3.D.,directional signs,trail signs,educational signs,
parking signs, boating signs, fishing area signs, permitted and prohibited
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use signs, and maps for recreational and educational use. Any such signs
shall be located and designed in a manner consistent with the Purpose of
this Deed.
11. Recreation. Low-impact (as defined below in Section 27), non-motorized
recreational uses such as hiking, horseback riding, cross-country skiing,
hunting, fishing and camping are permitted on the Property in a non-
intensive manner and with little to no impact to or on protected
Conservation Values, consistent with the terms and Purposes of this Deed.
Motorized recreational use is prohibited except that motorized vehicles may
be used as incidental to permitted hunting and agricultural activities, and
except for occasional, private, non-commercial use that does not result in
rutting, erosion, harassment of wildlife, or other damage to the
Conservation Values. Recreational tracks or courses for dirt bikes or
motorcycles are prohibited. Public or commercial shooting ranges are also
prohibited.
6. Coffman Conservation Easement.The Coffman Conservation Easement currently burdens
and encumbers twenty-nine (29) acres of the Property. The Coffman Conservation Easement also
burdens an additional nine (9) acres on an adjacent parcel (a portion of Lot 2, Doug Coffman
Subdivision, as depicted on the Plat recorded April 26, 2010 at Reception No. 785072 in the real
property records of Garfield County, Colorado) as described in the Coffman Conservation
Easement. The Parties agree and acknowledge that this Deed encumbers,burdens,and shall run with
the entire Property described in Exhibit A,including that twenty-nine(29)acre portion of the Property
burdened by the Coffman Conservation Easement.The Parties agree and acknowledge that this Deed
hereby supersedes and replaces the Coffman Conservation Easement as to the twenty-nine(29)acres
of the Property encumbered by this Deed.The nine(9)acres owned by Douglas Coffman separately
burdened by the Coffman Conservation Easement are not included with the Property, are not
encumbered by this Deed,and are not affected by this grant.The Parties agree and acknowledge that
this Deed shall have no effect on that property burdened by the Coffman Conservation Easement
that is not a portion of the Property subject to this Deed.
7. Public Access and Parking. Within four years of the conveyance date of this Deed, the
Property will be made available to the general public for non-motorized recreational use at specific
locations and timing as determined by the Resource Management Plan, which shall be approved
by the mutual consent of the Parties. In the event no such access is provided within four years of
the effective date of this Deed or the Parties are unable to reach mutual consent as to the location
of the public access trail, such access shall be along the public trail route depicted on Exhibit E.
Public access in all cases shall continue in perpetuity and shall be managed in a way as to
minimally impair the wildlife and agricultural Conservation Values of the Property in accordance
with the most current Resource Management Plan. Public access may be temporarily adjusted or
suspended by Grantor at any time in the event of emergencies, to protect public safety, and/or to
fix or maintain trails and infrastructure or all of the foregoing. All temporary adjustments or
suspensions of or to public access are subject to Grantee prior approval,which shall be sought by
Grantor in writing and approved by Grantee in writing prior to the adjustment or suspension going
into effect. Written approval shall not be required in the event of emergencies or to protect public
safety from imminent danger or unsafe conditions. Where approval is not required, Grantor will
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notice Grantee in writing of the temporary closure and conditions of concern,and closure of public
access to the Property shall not extend longer than necessary to address the stated purpose of the
closure.
Public access shall include parking space area adequate for no less than three (3)vehicles
in a location depicted in the Resource Management Plan. Grantor's obligation to provide parking
for public access to the Property shall be contingent upon Grantor obtaining all permits from
Garfield County, if necessary, to install a parking lot or driveway in the County right-of-way for
County Road 100 (if that is the agreed upon location for public parking) as well as adequate
fundraising to install parking spaces and a driveway(if necessary) for public access. If Grantor is
unable to provide parking for public access to the Property as set forth herein within four(4)years
or the Property is sold to another owner not capable of providing or managing such access,Grantee
shall have the right,but not the obligation,to obtain permitting for and install parking in a location
that best serves public access to the Property given the location of the public access trail
contemplated above and depicted on Exhibit E and in accordance with the Property's most recent
Resource Management Plan. In no circumstance will the lack of parking spaces to facilitate public
access limit public access on the property. For the sake of clarity, in the event that parking spaces
are not constructed by the Parties, the public may still access the property utilizing the public
access trail described in the preceding paragraph. Three parking spaces may be developed outside
of the Ranch Activity Envelope for the purpose of creating public parking.
The parties expressly acknowledge that the public access is granted for a "recreational
purpose" under C.R.S. Section 33-41-101, et seq., and that Grantor is entitled to pursue the
benefits,protections and limitations on liability afforded by Colorado law governing recreational
easements, including without limitation said Section 33-41-101, et seq. The timing and scope of
public access may be further limited by mutual consent of Grantor and Grantee to protect the
Conservation Values. Grantor may provide additional public access, including the granting of
additional perpetual public access easements, in accordance with the Resource Management Plan
and consistent with the Conservation Values.
Nothing in this Deed shall be construed to entitle Grantee to bring any action against
Grantor for any injury to or change in the Property resulting from the general public accessing the
Property in accord with the grant of public access in this Deed.
8. Continuing Agriculture Use. Grantor and Grantee expressly recognize the public benefit
in local food production and agree that the continuation of Productive Agricultural Use of the
Property furthermore benefits the Conservation Values and ensures the maintenance of Water
Rights as further provided in Section 9."Productive Agricultural Use"is defined as an ecologically
sustainable level of use of land for agriculture including the raising,producing,or keeping of plants
or livestock,or cultivation and management of other crops of farm products. Grantor shall make
good faith efforts to ensure that lands on the Property historically used for agriculture as further
identified in the Baseline Report remain in Productive Agricultural Use unless a conversion to
other conservation purposes is specifically authorized by the Resource Management Plan and the
Water Rights are otherwise protected in accordance with Section 9.Grantor agrees to consult with
Grantor before discontinuing Productive Agricultural Use, unless such discontinuation is
prescribed by the then-current Resource Management Plan, in order to provide Grantee the
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opportunity to find a replacement agricultural operator or lessee acceptable to Grantee who may
continue Productive Agricultural Use of the Property in accordance with the Resource
Management Plan.
9. Representations and Warranties. Grantor represents and warrants that, after reasonable
investigation and to the best of its knowledge:
A. Except for fuels customarily used or transported in connection with
agricultural and construction activities or otherwise identified in the Property's
Hazards Assessment Report; no substance defined, listed, or otherwise classified
pursuant to any federal, state, or local law or regulation as hazardous, toxic,
polluting,or otherwise or threatening to human health or the environment exists or
has been used or released on the Property;
B. There are not now any underground storage tanks located on the Property,
and no underground storage tanks have been removed from the Property in a
manner not in compliance with Applicable Laws;
C. Grantor and the Property are in compliance with all federal, state, and local
laws and regulations applicable to the Property and there is no existing,pending or
threatened litigation affecting or relating to the Property;
D. Grantor has good and sufficient title to the Property and has lawful authority
to grant and convey the Deed, that any mortgages or liens on the Property are
subordinate to the terms of this Deed, and that Grantor shall warrant and forever
defend the title to the Deed against all and every person or persons lawfully
claiming by, through or under Grantor, the whole or any part thereof, except for
rights-of-way, Deeds, restrictions,covenants and mineral reservations of record.
10. Notice of Intention to Undertake Certain Permitted Actions. The purpose of requiring
Grantor 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 manner
consistent with the purpose of this Deed.Whenever notice is required,Grantor shall notify Grantee
in writing not less than thirty(30) days prior to the date Grantor 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.
11. 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 be 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.
12. 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
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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 is 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.
13. Enforcement. Grantee shall have the right to prevent and correct, or require correction of
violations of this Easement. Grantee is not responsible for monitoring for or enforcing violations
of any Applicable Laws, permits, or third party contracts affecting the Property now or in the
future, except to the degree that any violations of Applicable Laws also violate this Easement,
damage the Conservation Values, or be otherwise inconsistent with the Purposes or terms of this
Easement.
If the Grantee finds what it believes is a violation,or a threat of a violation of this Easement,
the Grantee shall notify Grantor of the nature of the alleged violation. Upon receipt of this notice,
Grantor shall immediately discontinue any activity, or assist to discontinue any third party's
activity,that could increase or expand the alleged violation and shall either:(a)restore the Property
within 60 days as is best possible to its condition prior to the violation,or if immediate restoration
is not possible,Grantor shall submit a restoration plan to the Grantee within 60 days;or(b)provide
a written explanation to the Grantee of the reason why the alleged violation should be permitted.
If the Grantee is not satisfied with Grantor's written explanation or restoration actions, the Parties
agree to meet as soon as possible to resolve their difference. If a resolution cannot be achieved at
the meeting, the Parties agree to attempt to resolve the dispute through mediation as provided
below.
At any time,including if Grantor does not immediately discontinue any activity that could
increase or expand the alleged violation, or if the Grantee believes an ongoing, imminent, or
threatened activity violates the Easement,the Grantee may take immediate legal action to stop the
activity without prior notice to Grantor,without waiting for the period provided for cure to expire,
and without waiting for the 60-day mediation period to expire. The Grantee may bring an action
at law or in equity, ex parte as necessary, in a court of jurisdiction to enforce the terms of this
Easement and to enjoin a violation by temporary or permanent injunction, which may require
restoration of the Property to the condition that existed prior to the violation. The Grantee's
remedies described here shall be in addition to all remedies now or hereafter existing at law or
inequity, and shall include, without limitation, the right to recover damages for violation of the
terms of this Easement or injury to the Conservation Values, including damages for the loss of
scenic, aesthetic, or environmental values, and the right to other remedies designed to deter bad
acts, including restitution of tax benefits or payments for the Easement, disgorgement of profits,
and liquidated and punitive damages. The Grantee, may apply any damages recovered to the cost
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of undertaking restorative,remedial or corrective action on the Property without limiting Grantor's
liability for such damages or corrective action.
Enforcement of the terms of this Easement shall be at the sole discretion of the Grantee,
and any forbearance by the Grantee to exercise its rights under this Easement shall not be construed
to be a waiver by the Grantee of its rights, or of any term(s) of the Easement, including any
subsequent breach of the same or other term(s) of this Easement. No delay or omission by the
Grantee in the exercise of any right or remedy shall impair such right or remedy or be construed
as a waiver. The failure of the Grantee to discover a violation or to take immediate legal action
shall not bar the Grantee from doing so at any time after the date upon which the violation is
discovered. All reasonable costs incurred by the Grantee in enforcing the terms of this Easement
by legal or other means,including but not limited to expert fees, staff time,legal fees, and costs of
pursuing legal or other action, and costs of restoration necessitated by Grantor's violation of the
terms of this Easement, shall be borne by Grantor, unless Grantor ultimately prevails in a judicial
enforcement action, in which case each Party shall bear its own costs,unless the Grantee is found
by a final court of competent jurisdiction to have acted in bad faith. If the Grantee prevails in part,
then Grantor shall be responsible for all fees and costs of both Parties as set forth above. If the
Parties agree to mediation,the Parties will equally share the cost of the mediator's fee.
14. Natural Events Beyond Grantor's Control.Unless otherwise specified,nothing in this Deed
shall require Grantor to take any action to restore the condition of the Property after any fire, act
of God or other natural event over which Grantor had no control. Grantee may not bring an action
against Grantor to enforce against violations of this Deed resulting from any fire, act of God, or
other natural event over which Grantor had no control, or from any reasonable and prudent action
taken by Grantor under emergency conditions to prevent, abate, or mitigate significant injury or
damage to the Property from such causes. For purposes of this Deed, "natural event" or "events
over which Grantor has no control" shall not include acts of third parties.
15. Right to Proceed Against Third Parties. The Grantee has the right to proceed against any
third party or parties whose actions threaten or damage the Conservation Values, including the
right to pursue all remedies and damages provided in this paragraph 15. The Grantor shall
cooperate and join with the Grantee in such proceeding and shall bear equal responsibility for costs
incurred in doing so, including reasonable attorney fees, except and unless Grantor requests that
Grantor assign trespass claims as provided in paragraph 15.A.
A. Right to Require Assignment of Trespass Claims. If requested by the
Grantee,the Grantor shall assign to the Grantee any cause of action for trespass resulting in damage
to the Conservation Values that may be available to such Grantor.The Grantor may condition such
assignment to provide for the (i) diligent prosecution of any such action by the Grantee and (ii)
division according to the equal values below, between the Grantee and such Grantor of any
recovery, over and above the Grantee's attorney's fees and expenses incurred, and costs of
restoration of the Property,resulting from such action.
B. Right to Recover Damages. In the event of a violation of the terms of this
Easement,in addition to the other remedies provided for in this paragraph,and any other remedies
available in law or equity, the Grantee shall also be entitled to recover all damages necessary to
place the Grantee in the same position that it would have been in but for the violation,considering
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all relevant circumstances surrounding the violation and future measures necessary to correct the
same.
16. Transfer of Dee& Requirement for Assignment or Enforcement.
A. Transfer by Grantee. With the prior written consent of Grantor (which
consent shall not be unreasonably withheld), Grantee shall have the right to transfer
all (and not less than all) of the rights and obligations created by this Deed and to
assign its rights and obligations hereunder to any private nonprofit organization
that, at the time of transfer, is a qualified organization under § 170(h) of the IRC,
and under C.R.S. Section 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 conservation purposes that this Deed is to advance continue to be
carried out. Notwithstanding anything in this paragraph to the contrary, this Deed
shall not be transferred by Grantee to any governmental 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
having similar purposes as Grantee, but Grantor refuses to approve the transfer, a
court with jurisdiction shall transfer this Deed to another Qualified Organization
having similar purposes and mission 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, or is no
longer a Qualified Organization, then the Deed shall be assigned to another
Qualified Organization having 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
having 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.
17. Transfer of the Property. 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. Grantee shall have the right to record a document in the real property records in Pitkin
County and Garfield County to put such third parties on notice of the requirements of this
paragraph. Failure to provide notice pursuant to this paragraph or such recorded document shall
not invalidate any transfer of the Property.
18. 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 regulations
promulgated thereunder. Any such amendment shall also be consistent with Colorado Revised
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Statutes §38-30.5-101,et seq., or any regulations promulgated thereunder, and shall not affect the
perpetual duration of this Deed.
19. Real Property Interest.The conservation easement interest created by this Deed constitutes
a real property interest immediately vested in Grantee. The Parties stipulate that, based on a
qualified appraisal, this conservation easement interest (which includes the value of Grantee's
Development Rights) has a fair market value equal to forty-five percent (45%) of the full
unencumbered fair market value of the Property(the"Easement Value Percentage"). The values
at the time of this Deed shall be those values used to calculate the deduction for federal income
tax purposes allowable by reason of this grant,pursuant to I.R.C. § 170(h),whether or not Grantor
claims any deduction for federal income tax purposes. The Easement Value Percentage shall
remain constant.
20. Condemnation or Other Extinguishment. If this Deed is taken, in whole or in part, by
exercise of the power of eminent domain ("Condemnation"), or if circumstances arise in the
future that render the Purpose impossible to accomplish, this Deed can only be terminated or
extinguished, whether in whole or in part, by judicial proceedings in a court of competent
jurisdiction pursuant to C.R.S. Section 38-30.5-107. Grantee agrees to not condemn the Deed of
Conservation Easement interest itself. 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 applicable law, after the satisfaction of prior claims, from any sale, exchange,
condemnation, or other involuntary or voluntary conversion of all or a portion of the Property
subject to such termination or extinguishment. Grantee's compensation shall be an amount equal
to the Easement Value Percentage multiplied by the amount of the full proceeds from any such
sale, exchange condemnation or other involuntary or voluntary conversion of all or a portion of
the Property. Grantor shall not voluntarily accept proceeds equal to less than the full fair market
value of the affected Property unrestricted by this Deed without the approval of Grantee. Grantee
shall use its proceeds in a manner consistent with the conservation purposes of this Deed.
21. Interpretation. This Deed shall be interpreted under the laws of the State of Colorado,
resolving any ambiguities and questions of the validity of specific provisions so as to preserve the
Conservation Values and give maximum effect to its conservation purposes.
22. Perpetual Duration. The conservation easement created by this Deed shall be a servitude
running 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
terminate upon a permitted transfer of the party's interest in this Deed or the Property, except that
liability for acts or omissions occurring prior to transfer shall survive transfer.
23. Notices. Any notice required or permitted under this Agreement shall be in writing and
shall be provided by electronic delivery to the e-mail addresses set forth below and by one of the
following methods 1) hand-delivery or 2) registered or certified mail, postage pre-paid to the
mailing addresses set forth below. Each party by notice sent under this paragraph may change the
address to which future notices should be sent. Electronic delivery of notices shall be considered
delivered upon receipt of confirmation of delivery on the part of the sender. Nothing contained
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Jean Alberico, Garfield County, Colorado
Rec Fee: $188.00 Doc Fee: $0.00 eRecorded
herein shall be construed to preclude personal service of any notice in the manner prescribed for
personal service of a summons or other legal process:
To Grantor:
AVLT Coffman Ranch LLC
320 Main Street, Suite 204
Carbondale, CO 81623
970-963-8440
avlt@avlt.org
To Grantee:
Board of County Commissioners of Pitkin County, Colorado
do Open Space and Trails and Pitkin County Attorney's Office
530 East Main Street,
Aspen, Colorado 81611
attorney@pitkincounty.com
24. Grantor's Title Warranty. Grantor warrants that Grantor has good and sufficient title to the
Property and hereby promises to defend the same against all claims from persons claiming by,
through or under Grantor.
25. Grantor's Environmental Warranty and Indemnity. Grantor warrants that Grantor, without
duty of inquiry, has no actual knowledge of a release or threatened release of Hazardous
Substances or wastes on the Property. For the purposes hereof, "Hazardous Substances" does not
mean any typical agricultural chemicals such as herbicides and pesticides 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 giving rise to any right or ability in Grantee,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.
26. Subsequent Liens on the Property. No provisions of this Deed shall be construed as
impairing the ability of Grantor to use the Property as collateral for subsequent borrowing,
provided that any mortgage or lien arising from such a borrowing shall be subordinated to this
Deed.
27. Recording. Grantee shall record this Deed in the official records of Pitkin County and
Garfield County and may re-record it at any time as may be required to preserve Grantee's rights
hereunder.
28. Amendment. If circumstances arise under which an amendment to this Deed would be
appropriate to promote the Purposes of the Deed, Grantor and Grantee may jointly amend this
Deed. However, Grantee is under no obligation to amend this Deed, and may decline any
amendment in its sole discretion. Any amendment shall be consistent with the Purposes of the
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Deed and may not affect the Deed's perpetual duration.Any amendment shall be in writing,signed
by all the Parties,and recorded in the records of the Clerk and Recorder of the appropriate Colorado
County. Corrections to correct factual mistakes or typographical or clerical errors shall be made
by written agreement of the Parties. Any correction shall be recorded in the records of the Clerk
and Recorder of Pitkin County. No amendment shall be allowed that affects the qualification of
this Deed or the status of Grantee under any Applicable Laws, including C.R.S. §§38-30.5-101 et
seq., or IRC §170(h), or § 501(c)(3), or any regulations promulgated thereunder. No amendment
shall be permitted that will confer impermissible private benefit to Grantor or to any other
individual or entity(see Treas. Reg. 1.170A-14(h)(3)(i)),or that will result in private inurement to
staff or contract employee of Grantee(see Treas. Reg. 1.501(c)(3)-1(c)(2)). Amendments may be
subject to a fee set by the Grantee according to Grantee policies to cover its staff time, legal and
other costs. Amendments shall comply with the Grantee's procedures and standards for
amendments(as such procedures and standards may be amended from time to time).Amendments
shall not affect the Deed's priority against any intervening liens, mortgages, easements, or other
encumbrances.
29. Definitions. For the purposes of this Deed,the following words and phrases are defined as
follows:
A. Deed. The terms "Deed," "conservation easement," "Deed of Conservation
Easement," and "Deed of Conservation Easement in gross" refer to this legal
document and to the immediately vested interest in real property defined by
Colorado Revised Statutes §§38-30.5-101 et seq.
B. Applicable Laws. The term"Applicable Laws"refers to all relevant federal, state,
and local statutes, ordinances, judicial decisions, executive orders, codes or
regulations having the force and effect of law that have bearing on or may control
certain uses allowed by the Deed.
C. Low-Impact. The term"Low-Impact" refers to activities or improvements whose
location,use and construction have negligible or no surface impact on the Property
and do not damage the Conservation Values (meaning, they have no scenic impact
from public rights-of-way;do not result in harassment of wildlife,increased erosion
or compaction of soils;earthmoving or re-contouring of land; construction of roads
or installation of utility lines; nor damage to relatively natural habitat including
rivers,wetlands,riparian areas or other water resources).
D. Off-Grid. The term "off-grid" refers to structures or improvements that do not
require utilities such as electricity or water,or that are not connected to the local or
national power grid. Instead,power or water may be provided by attached,built-in,
or adjacent energy sources or wells,respectively.
E. Renewable Energy Resource. The Term "renewable energy resource" refers to an
energy source that is replaced rapidly by natural processes,such as biomass,hydro,
geothermal,solar or wind.
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F. Renewable Energy Generating Structures. The term"renewable energy generating
structures" refers to structures used to collect renewable energy resources that are
replaced rapidly by natural processes, such as biomass, hydro, geothermal, solar or
wind.
G. Stock Ponds. Stock ponds, also known as livestock water tanks, are defined in
C.R.S. § 35-49-103 and for the purpose of this Deed as including "all reservoirs
created by dams constructed after April 17, 1941, on watercourses,the channels of
which are normally dry as determined by the state engineer, having a capacity not
exceeding ten acre feet and a vertical height not exceeding fifteen feet from the
bottom of the channel to the bottom of the spillway to be used for stock watering
purposes."
30. Subsequent Transfers. Grantor shall incorporate the terms and conditions of this Deed in
any easement 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 in the
Property at least twenty (20) days prior to the date of such transfer. The failure of Grantor to
perform any act required by this paragraph shall not impair the validity of this Deed or limit its
enforceability in any way.
31. Liberal Construction.Any general rule of construction to the contrary notwithstanding,this
Deed shall be liberally construed in favor of the grant to effect the purpose of this Deed and the
policy and purpose of Colorado Revised Statutes §38-30.5-101, et seq. If any provision in this
instrument is found to be ambiguous, an interpretation consistent with the purpose of this Deed
that would render the provision valid shall be favored over any interpretation that would render it
invalid.
32. Severability. If any provision of this Deed, or the application thereof to any person or
circumstance,is found to be invalid,the remainder of the provisions of this Deed,or the application
of such provision to persons or circumstances other than those as to which it is found to be invalid,
as the case may be, shall not be affected thereby.
33. Entire Agreement. This instrument sets forth the entire agreement of the Parties with
respect to the Deed and supersedes all prior discussions, negotiations, understandings, or
agreements relating to the Deed, all of which are merged herein.
34. No Forfeiture.Nothing contained herein will result in a forfeiture or reversion of Grantor's
title in any respect.
35. Successors.The 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 representatives,
heirs, successors, and assigns and shall continue as a servitude running in perpetuity with the
Property.
36. Termination of Rights and Obligations. A party's rights and obligations under this Deed
terminate upon transfer of the party's interest in the Deed or Property, except that liability for acts
or omissions occurring prior to transfer shall survive transfer.
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37. Captions. The captions in this instrument have been inserted solely for convenience of
reference and are not a part of this instrument and shall have no effect upon construction or
interpretation.
38. Third Party Enforcement. This Deed is voluntarily entered into by and between Grantor
and Grantee and does not create enforcement rights or responsibilities in any other third parties,
including the general public.
39. 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
acknowledges receipt and acceptance of this Deed encumbering the Property for which monetary
consideration was provided, but no goods or services were provided.
40. Change of Conditions. A change in the potential economic value of any use that is
prohibited by or inconsistent with this Deed, 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.
41. 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 nothing
contained in this Deed is intended to represent a permit or land use approval.
42. Non-Merger. A merger of this Deed and the fee title to the Property cannot and shall not
occur by operation of law under CRS § 38-30.5-107.
43. Hold Harmless. Grantor shall hold harmless, indemnify and defend Grantee and its
directors, officers, employees, agents, and contractors and the heirs, personal representatives,
successors, and assigns of each of them (collectively, the "Grantee Parties") from and against all
liabilities, including,without limitation,court awarded third-party attorney fees,arising from or in
any way connected with: (a) the injury to or the death of any person, or damage to property,
occurring on or about or related to the Property, unless and to the extent such injury, death, or
damage was caused by the willful and wanton act (as defined by C.R.S. §13-21-102(1)(b)) or
omission of any of the Grantee Parties; (b)the violation or alleged violation of,or other failure to
comply with, any state, federal, or local law, regulation, or requirement, including, without
limitation, CERCLA, by any person other than any of the Grantee Parties, in any way affecting,
involving, or relating to the Property; (c)the presence or release of hazardous or toxic substances
in, on, from, or under the Property at any time, of any substance now or hereafter defined, listed,
or otherwise classified pursuant to any federal, state, or local law, regulation, or requirement as
hazardous, toxic, polluting, or otherwise contaminating to the air, water, or soil, or in any way
harmful or threatening to human health or the environment,unless and to the extent caused by any
of the Grantee Parties; (d)payment of taxes imposed upon or incurred by the Property as a result
of this Deed,including property taxes and the sale of income tax credits acquired as a result of this
Deed; (e)tax benefits or consequences of any kind which result or do not result from entering into
this Deed; and(f)the obligations,covenants,representations, and warranties described herein.
28 ��NV'
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44. Controlling Law. The interpretation and performance of this Deed shall be governed by the
laws of the State of Colorado. Venue for any dispute regarding the interpretation or enforcement of
this Deed or its various provisions shall be the District Court, Garfield County,Colorado.
45. Authority to Execute. Each Party represents to the other that such Party has full power and
authority to execute, deliver, and perform this Deed, that the individual executing this Deed on
behalf of each Party is fully empowered and authorized to do so, and that this Deed constitutes a
valid and legally binding obligation of each Party enforceable against each Party in accordance
with its terms.
IN WITNESS WHEREOF,Grantor and Grantee have executed this Deed as of the day and
year first above written.
<<SIGNATURE PAGES AND ACKNOWLEDGMENTS TO FOLLOW>>
29 a 0-
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GRANTOR:
AVLT COFFMAN RANCH LLC,
a Colorado limited liability company,
Suzanne tephens,Manager
STATE OF COLORADO )
• ss.
COUNTY OF 6/Qtf FtfA.�d )
iA The foregoing instrument was acknowledged before me this 3(0 day of
2021 by Suzanne Stephens as Manager of AVLT COFFMAN RANCH LLC,
a Color2do limited liability corporation.
WITNESS my hand and official seal.
JESSICA REED
[SEAL] NOTARY PUBLIC
STATE OF COLORADO of Public
NOTARY ID 19994021384 commission expires: 9l PrZO z
My Commission Expires:September 08,2024
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Rec Fee: $188.00 Doc Fee: $0.00 eRecorded
GRANTEE:
BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY,COLORADO
By: / .0- ) �_ � jt't...r
cc 'cNewcc./'lc A't,, �j.
Chair of the Board of County Commissioners of Pitkin County
STATE OF COLORADO )
)ss.
COUNTY OF PITKIN ) J
The foregoing document was acknowledged before me on r '/•3C ^` { by
Kelly McNicholas Kury, Chair of the BOARD OF COUNTY COMMISSIONERS OF PITKIN
COUNTY,COLORADO
WITNESS my hand and official seal.
[SEAL] 1 ,-1 i c' 'CO (
Notary Public
PATRICIA NADON My commission expires: % il Z )
• NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 20164032566
MY COMMISSION EXPIRES AUGUST 17,2023
31 .°, .
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Jean Alberico, Garfield County, Colorado
Rec Fee: $188.00 Doc Fee: $0.00 eRecorded
EXHIBIT A
Legal Description of the Property— 141 acres
LOT 1, DOUG COFFMAN SUBDIVISION, RECORDED APRIL 26, 2010 AT RECEPTION
NO. 785072, IN THE RECORDS OF THE GARFIELD COUNTY CLERK AND
RECORDER'S OFFICE, COUNTY OF GARFIELD, STATE OF COLORADO.
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Jean Alberico, Garfield County, Colorado
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EXHIBIT C
Water Rights
The "Water Rights" include all of Grantor's right, title and interests in all water and water rights
beneficially used on the Property,surface water rights and groundwater rights,whether tributary or
non-tributary, decreed or un-decreed, and all canals, ditches, laterals, head gates, springs, ponds,
reservoirs, water allotments, contracts, units, wells, easements and rights of way, and irrigation
equipment associated therewith. The Water Rights include but are not limited to the following
described rights and interests:
• 22.0%of the Slough Ditch's 49.26 c.f.s.= 10.8 c.f.s.
o Priority No 274 for 6.58 c.f.s. Priority relating to and dated from the 31st day of May
1884 under and by virtue of original construction; and
o Priority No 309 for 42.68 c.f.s. relating back to and dating from 31st day of May 1890
under and by virtue of the First Enlargement.
• 40.34%of the Union Ditch's 31.0 c.f.s.= 12.5 c.f.s.
o Priority No 565-A for 9.44 c.f.s.by virtue of the original construction with priority dates
as of April 20, 1884; and
o Priority No 30 I for 21.56 c.f.s.by virtue of the first enlargement with a priority date as
of April20, 1890.
Except that the approximate equivalent of 1.0 c.f.s.of interest in the Union Ditch reserved by Cofinan
Northside Ranch LLLP in the Bargain and Sale Deed recorded in the real property records of the
Garfield County Clerk and Recorder's Office on /A-„�u , 2021 at Reception No.
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EXHIBIT D
Baseline Report Acknowledgement
Grantor and Grantee acknowledge that each has read the"Coffman Ranch Conservation
Easement Baseline Documentation Report,"prepared by DIEM on August 23,2021, and that the
report accurately reflects the condition of the Property subject to the Deed as of the date of
conveyance of the Deed.
AVLT Coffman Ranch LLC, PITKIN COUNTY
a Colorado limited liability company
� 3Q tar-/
//24 Date Date
Suzanne Stephens By:Paul Holsinger
Manager Agriculture and Conservation Easement
AVLT Coffman Ranch LLC Administrator
Pitkin County Open Space and Trails
35 ��J�
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