HomeMy WebLinkAboutbocc.ord.031.2016 AN ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN
COUNTY,COLORADO,AUTHORIZING ACQUISITION OF THE ST.JUDES RANCH
CONSERVATION EASEMENTS
ORDINANCE NO. d 5 r' -2016
RECITALS:
I. Pursuant to 30-35-301 C.R.S.,the Board of County Commissioners("BOCC")of Home
Rule Counties 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.
2. Pursuant to Section 2.81 of the Home Rule Charter,the BOCC is authorized to take
official action by Ordinance for certain matters where action is prescribed pursuant to the
Colorado Revised Statues as amended.
3. 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.
4. The Open Space and Trails Program is charged with protecting agriculture, open space,
habitat,scenic view planes,water rights and river access.
5. The St.Jude's Ranch of approximately 260 acres is owned by St.Jude's Co.("Ranch")Pitkin
County Assessor Parcel Number 246718400009,and described as attached in Exhibit A. St.
Jude's Co. desires to sell conservation easements protecting the significant scenic, natural,
wildlife,and agricultural values of the Ranch.
6. On December 6, 2016, the Pitkin County Open Space and Trails Board recommended this
acquisition to the BOCC.
7. The proposed agreement would divide the purchase of a conservation easement into two
phases,the"South"conservation easement of approximately 115 acres does not reserve any
residential development rights and can be acquired first. The"North"conservation easement
encompassing approximately 145 acres will reserve residential homesites and will be acquired
following the County Commissioner's subsequent approval of an Open Space Master Plan as
provided in section 2-40-170 of the Pitkin County Land Use Code.
8. The Board finds that adoption of this ordinance is necessary for the immediate
preservation of the public health,safety and welfare of the citizens of Pitkin County and
therefore declares this ordinance and legislation to be effective immediately upon
adoption.
RECEPTION#: 635043. 12/29/2016 at
11:51:24 AM.
1 OF 53, R $0.00 Doc Code ORDINANCE
Janice K. Vos Caudill. Pitkin County, CO
wromm
NOW THEREFORE, BE IT ORDAINED that the Board of County Commissioners of
Pitkin County, Colorado approves the acquisition of the St. Jude's Ranch conservation easements
and authorizes the chair to sign the ordinance on behalf of the county, and to execute any
additional documents, subject to the satisfaction of the county attorney, as necessary to finalize
this transaction.
1. The Board approves an expenditure of up to $5,200,000 for the St. Jades Ranch
conservation easements of protecting approximately 260 acres and transaction costs up
to $50,000.
2. Upon approval of the form by the Open Space Acquisition Director and County Attorney,
the Chair is authorized to execute the contract.
3. Upon approval of the form by the Open Space Acquisition Director and County Attorney,
the Chair is authorized to execute other documents needed to consummate this
transaction.
4. That adjustments be made to the year 2016 budget as follows:
OPEN SPACE AND TRAILS FUND
Previous Revised
Budget This ChangeProject Budget
St. Judes Ranch Conservation Easements Acquisition
Acquisition Cost $0 $5,200,000 $5,200,000
Estimated Transaction Costs $0 $50,000 $50,000
Total Expenditure $0 $5,250,000 $5,250,000
6. The Chair (or Chair's designee) shall be authorized to sign a Contract to purchase the
St. Jude's Ranch conservation easements and to execute such documents in
substantially the form approved by the County Attorney as necessary to complete this
transaction.
INTRODUCED AND FIRST READ ON THE 7th DAY OF DECEMBER, 2016 AND SET
F'1,,0 SECOND READING AND PUBLIC HEARING ON THE 414,1 DAY OF
/ E..e., f r 2016.
NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF TIDE
O „HlINANCE PUBLISHED IN THE ASPEN TIMES WEEKLY ON THE DAY
O VU te xtr , 2016.
NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE ORDINANCE POSTED
ON THEFICIAL PITKIN COUNTY WEBSITE(www.pitkincounty.com) ON THE q"'�'"
DAY OF 1-C. 2444):y 2016.
PTED AFTER FINAL READING AND PUBLIC HEARING ON THE 74f QDAY OF
/ ,LP . ✓ 2016.
PUBLISHED BY TITLE AND SHORT SUMMARY, AFTER ADOPTION, IN THE ASPEN
TIMES WEEKLY ON THE 2-4DAY OF t P..e4.4.1., - 2016.
POSTED BY TITLE AND SHORT SUMMARY ON THE OF CIAL PITKIN COUNTY
WEBSITE (www.pitkincounty.com) ON THE 'DAY O ,( ,2016.
ATTE • BOARD OF COUNTY COMMISSIONERS
0 . g le
By: lh{a(d 11301
Jean:,- Jones Rachel E. Richards, Chair
Dep County Clerk
Date: k 2 -2 1-20/G
APPROV. • • S TO FORM: MANAGER APPROVAL
Or
Il1a1/
s I 9 - • - Jon Peacock, County Manager
,otAttA
`02 ,„11-4-
Gary Tennenbaum, Dir
Open Space and Trails
EXHIBIT A
PROPERTY DESCRIPTION - SOUTH PARCEL
A PARCEL OF LAND SITUATED IN TRACTS 58, 60 AND 63, SECTION 17, 18, 19 AND 20
TOWNSHIP 8 SOUTH, RANGE 86 WEST OF THE SIXTH PRINCIPAL MERIDIAN,
COUNTY OF PITKIN, STATE OF COLORADO, SAID PARCEL BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT ANGLE POINT 6 TRACT 58,A 2 1/2" 1926 GLO BRASS CAP IN
PLACE, THE POINT OF BEGINNING; THENCE S05°19'49"W ALONG THE EASTERLY
BOUNDARY OF TRACT 63 A DISTANCE OF 200.75 FEET; THENCE LEAVING SAID
EASTERLY BOUNDARY S38°17'47"W ALONG THE WESTERLY BOUNDARY OF THE
ROARING FORK CLUB, BLOCK 2, LOT 3 ACCORDING TO THE PLAT RECORDED IN
PLAT BOOK 56 PAGE 54 A DISTANCE OF 354.97 FEET; THENCE CONTINUING
ALONG SAID WESTERLY BOUNDARY S58°29'09"W A DISTANCE OF 501.53 FEET;
THENCE CONTINUING ALONG SAID WESTERLY BOUNDARY S54°28'24"W A
DISTANCE OF 532.95 FEET TO A POINT ON THE SOUTHERLY BOUNDARY OF SAID
TRACT 63; THENCE LEAVING SAID WESTERLY BOUNDARY N88°52'39"W ALONG
SAID SOUTHERLY BOUNDARY A DISTANCE OF 448.76 FEET TO ANGLE POINT 3
TRACT 63, A 2 1/2" 1926 GLO BRASS CAP IN PLACE; THENCE LEAVING SAID
SOUTHERLY BOUNDARY NO3°45'15"E ALONG THE WESTERLY BOUNDARY OF SAID
TRACT 63 A DISTANCE OF 1086.99 FEET TO ANGLE POINT 2 TRACT 63. A 2 1/2" 1926
GLO BRASS CAP IN PLACE; THENCE LEAVING SAID WESTERLY BOUNDARY
N88°25'09"W ALONG THE SOUTHERLY BOUNDARY OF TRACT 60 A DISTANCE OF
2597.53 FEET TO ANGLE POINT 3 TRACT 60, A 2 1/2" 1926 GLO BRASS CAP IN PLACE;
THENCE LEAVING SAID SOUTHERLY BOUNDARY N00°24'49"E ALONG THE
WESTERLY BOUNDARY OF SAID TRACT 60 A DISTANCE OF 1292.63 FEET TO
ANGLE POINT 2 TRACT 60, A 2 1/2" 1926 GLO BRASS CAP IN PLACE; THENCE
LEAVING SAID WESTERLY BOUNDARY S88°35'00"E ALONG THE NORTHERLY
BOUNDARY OF SAID TRACT 60 A DISTANCE OF 1382.78 FEET TO ANGLE POINT 3
TRACT 58, A 2 1/2" 1926 GLO BRASS CAP IN PLACE; THENCE LEAVING SAID
NORTHERLY BOUNDARY N00°48'57"E ALONG THE WESTERLY BOUNDARY OF
SAID TRACT 58 A DISTANCE OF 352.55 FEET TO A POINT ON THE SOUTHWESTERLY
RIGHT-OF-WAY OF THE 100' DENVER AND RIO GRANDE RAIL ROAD; THENCE
LEAVING SAID WESTERLY BOUNDARY S57°19'24"E ALONG SAID
SOUTHWESTERLY RIGHT-OF-WAY A DISTANCE OF 3180.84 FEET TO A POINT ON
THE EASTERLY BOUNDARY OF SAID TRACT 58; THENCE LEAVING SAID
SOUTHWESTERLY RIGHT-OF-WAY S00°54'54"W A DISTANCE OF 8.40 FEET TO THE
POINT OF BEGINNING, SAID PARCEL CONTAINING 119.661 ACRES MORE OR LESS.
PROPERTY DESCRIPTION -NORTH PARCEL
A PARCEL OF LAND SITUATED IN TRACTS 56, 58, 60 AND 63, SECTION 17, 18, 19
AND 20 TOWNSHIP 8 SOUTH, RANGE 86 WEST OF THE SIXTH PRINCIPAL
MERIDIAN, COUNTY OF PITKIN, STATE OF COLORADO, SAID PARCEL BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT ANGLE POINT 8 TRACT 58, A 3 1/4"ALUMINUM CAP L.S. NO.
20632 IN PLACE; THENCE ALONG THE NORTHERLY BOUNDARY OF SAID TRACT 58
N86°11'00"W A DISTANCE OF 854.24 FEET TO A POINT ON EASTERLY BOUNDARY
OF PARCEL 1 AS DESCRIBED IN BOOK 279 AT PAGE 604 OF THE PITKIN COUNTY
CLERK AND RECORDER'S OFFICE, THE POINT OF BEGINNING; THENCE ALONG
SAID NORTHERLY BOUNDARY S86°11'00"E A DISTANCE OF 79.05 FEET TO A POINT
IN THE CENTERLINE OF THE ROARING FORK RIVER; THENCE LEAVING SAID
NORTHERLY BOUNDARY ALONG SAID CENTERLINE THE FOLLOWING SIX (6)
COURSES;
1.S46°25'51"E A DISTANCE OF 113.55 FEET
2.551°33'27"E A DISTANCE OF 173.27 FEET
3.S42°15'05"E A DISTANCE OF 292.61 FEET
4.S42°57'10"E A DISTANCE OF 257.90 FEET
5.S23°33'45"E A DISTANCE OF 196.47 FEET
6.S34°06'17"E A DISTANCE OF 253.74 FEET TO A POINT ON THE EASTERLY
BOUNDARY OF SAID TRACT 58; THENCE LEAVING SAID CENTERLINE S02°19'40"E
ALONG THE EASTERLY BOUNDARY OF SAID TRACT 58 A DISTANCE OF 396.29
FEET TO ANGLE POINT 7 TRACT 58, A 2 1/2" 1926 GLO BRASS CAP IN PLACE;
THENCE CONTINUING ALONG SAID EASTERLY BOUNDARY S00°54'54"W A
DISTANCE OF 1332.48 FEET TO A POINT ON THE SOUTHWESTERLY 100' RIGHT-OF-
WAY OF THE DENVER AND RIO GRANDE RAIL ROAD; THENCE LEAVING SAID
EASTERLY BOUNDARY N57°19'24"W ALONG SAID SOUTHWESTERLY RIGHT-OF-
WAY A DISTANCE OF 3180.84 FEET TO A POINT ON THE WESTERLY BOUNDARY OF
SAID TRACT 58; THENCE LEAVING SAID SOUTHWESTERLY RIGHT-OF-WAY
N00°48'57"E ALONG THE WESTERLY BOUNDARY OF SAID TRACT 58 A DISTANCE
OF 2406.46 FEET TO ANGLE POINT 2 TRACT 58, A 3 1/4" 1971 ALUMINUM CAP L.S.
NO. 3317 IN PLACE; THENCE LEAVING SAID WESTERLY BOUNDARY S88°03'09"E
ALONG THE NORTHERLY BOUNDARY OF SAID TRACT 58 A DISTANCE OF 813.00
FEET TO A POINT ON THE WESTERLY RIGHT-OF-WAY OF STATE HIGHWAY NO. 82;
THENCE LEAVING SAID NORTHERLY BOUNDARY S42°23'17"E ALONG SAID
WESTERLY RIGHT-OF-WAY A DISTANCE OF 398.51 FEET TO RIGHT-OF-WAY
MARKER NO. 809, A 3 1/4" ALUMINUM CAP IN PLACE; THENCE CONTINUING
ALONG SAID RIGHT-OF-WAY S44°49'13"E A DISTANCE OF 400.01 FEET TO RIGHT-
OF-WAY MARKER NO. 820, A 3 1/4" ALUMINUM CAP IN PLACE; THENCE
CONTINUING ALONG SAID RIGHT-OF-WAY S42°11°41"E A DISTANCE OF 440.05
FEET TO A POINT ON SAID EASTERLY BOUNDARY OF PARCEL 1 AS DESCRIBED IN
BOOK 279 AT PAGE 604; THENCE LEAVING SAID RIGHT-OF-WAY S 14°06'22"E
ALONG SAID EASTERLY BOUNDARY A DISTANCE OF 427.72 FEET; THENCE
CONTINUING ALONG SAID EASTERLY BOUNDARY SO4°23'38"W A DISTANCE OF
62.11 FEET TO THE POINT OF BEGINNING, SAID PARCEL CONTAINING 151.536
ACRES MORE OR LESS.
A■
w -
oc:3E3 c,:13a
syr • - o p; ,� , -,,t. o
0 0 ...... _ - h.it
1 .0 1
_t3 -•�o
...,„,,,„„..„,
.7 j V % ..:';,,Z., ' . ursa.-
Qat]P�+ofl . , %
A,Lat Fx\,t+
t isa'' V el ti ,a y
O .. ..., ,j . .,1\\�. • ',-. titW1: .�
�. O I `• \` -30 0 ,
�\ • 1ir
;
--S :{ n rev,^r, rttWi- m - r''\` / ..
:.. , , (NN„,\
M ' !!JEFF{{{
>o + c / •
/euacc
N\_:( ,, w saouSEMES1
w...-N,1%,.... t o 0 .
� nwa: // ` '\ O
v ‘,. ,
txtrrrarrpi. /
%:iT ;
, i 1r
swea\Judes Ranch d Acres: 237.280 —�. tt, ljhttpl/ ww.ptknassessor orgy % 444,1
o.......“....., I art u,a.
- --r'--Pr-
PoNnttal St.Jude's Ranch Future Land Uvea ♦mac w-n,. <a r -�: _
1 Afircu't,.re suopoiSt'ud..Ies to'resole(to not bested to)loaf ng sheds.ode Darns Sanaa lc ♦'r iru .. .
teenho,.ses,pump nooses.ex. ' ^ are anruucr`-
2 Pmulss req upas eon of egocr.aual masted p'otluct. $
3 S o-age IacaJas k+agncr.Fural prodi;chi.root caller, "r n ebur,Mc a*
4 Improve revwr.e'dror expand tenon;
0 AcAaal:u•e and routed prat-els
/7
6 Treexted resde tm oevelc meet ,
7. tamped 5.000 retia.ceveWpmert for owners.ranca mars;en,and staff a: O ^
- (4)4.500 SF Pantry Ranh Re be Re ' V)
- (1)4,300 SF ttanehrFam+y Member Res,dcrcos O
- (1)1 000 SF Caretaker°welbn()Urst '
Development,manterlance,and intpecvement cf roads and Ira:Is i
Natty to resold,rwnedet,and fames ex.sl.ng structures
10 egisxe feel of agnwlrura'Duidngs at sa.su .
11 AOitrty to extend utIOas
12. HydrealeWac plants on decree 4t.7a'
13 AA water ogres to rema.r on tt.r rant,
14. Development,mentenance.a-d improvement cf wells,water storage and vngabor ,♦vttF rosvt.t
16 Improvement of w,dbfe hab•ta: tucru.:acr
Range management mdud ng tree removal.Ismsh deartn5 ardor wood cclection SU�isattc.v
17 Huang try ye-ro ss on gm,-and o or by Owners
18 Fam ty ctaxVcotrotery thacsno IT,Pt♦rg:oumGIS,vappril Cita Ooested
Open Space Master Plan Study
PEA<S RkYM prao NOW 6-24ae �.)
St. Jude's Ranch Parcel #2467184000091'»»srtbddparntrOgnweban atM11543.16 real
=grass drat prepared 7/2fln6 by a*Land Sage,Inn.
132 Emma Road, Basalt I Pitkin County, Colorado Tt Amo
-__.---___B_
—r_
,//�i , _s - -- — ....:;:. 601
r ... . . ,
. 5'#,.(/:,..s//.
11,
__ 45,437135 SC(
/ 4 - -T-/,/ ,.. .-.....A„.7I.''.II-4I.,2.......a"n.'-"
halo Wi"tl.WI _�.
1 ` .._ --_ 3RYYi____ �
,/� _.ARCyL 1 - _
Potential SL Judea Ranch Futuro Land Uses
f NtKIN(7nt:rf�t I _
�1. Agriculture support structures to include(but not _ , i'-' --r. o.. °'� - �wY
limited to)loafing sheds.pole Dams.greenhouses. 4' ./111.1•• 'Y',• 'f1
pump houses.etc. 1 -��=� _
2. Processing capaD,hhes of agriculture)reated / f.ctwity d - ---- r`•�"� ,
products / `. _ y. y
//3. Storage fates for ayncultural products.root ! EL. velop r`�_ ..
cdiar,refn raton,etc s _�_ ` ` _
4. Improve,repair,and/or expand fencing \'� -
5. Aquaculture and related products �� 21,>5 Acres Shed- �'
Tree farm/orchard development ' may ,`
07. limited residential development for Dumais.ranch ` - v�
managers,and staff t' ST.nt _ 1F-�--�1' ,
(1)5.000 SF Primary Ranch Res dente H . r.PPYYtJt{s, __ ,•
(4)1.500 SF Ranch/Pamtly Member ' _'.L TShop and Shed (at ,A _ - _
Residences � ,,1
(1)1.000 SF Caretaker Dwel mg Unit 7��'e Hay Shed t'� _ _ i��
�j8. Development.maintenance,and improvement of JrF/0 S ed _ —
%/ roads and Vads ' �p/g/ _ ,�•
� Ability to rebuild.remodel.and remove existing ' ___ r��'
structures ` - ,� T` Storage_ `+
0. square feet of agricultural buildings �' Future .141—Sheds Sheds_-
11. Ability extend uthtes Equip.Shetl' A =(hay,sawdust%12. A0/t to exepantsonditches j g)
13. M water rights to remain on the ranch am, had ' Calving - i`?'Lb'fn
10. Development.maintenance,and improvement of Shed /1
/,,,wells.water storage and irrigation
R31H.`rQr.1"Il1!
016
Hay Shed FutureMilk!. RangemanagementncludingVeeremovalb ush BarnGaragef/,17. Hunting by permission given and monitored by /
i Granary, • cold - - --
II/
Owners
• Genera!or..
/18. Fain, chapel and cemetery Silo Storage .T
Room
7 ).- .... •
... ..„
• s -7..-_-.
. ......... .____,
_ __
- -___-._.
Futrr /Future i,, 4,r,mary� • �_.. :—
oraeBa�, ' Chapel' Ranch `~'� Machine ` ` / ?Sidence�� '
697
Future ` hed\/ Y�j///
1 Residential 1 v ti Chicken•i;
Recording requested by and return to:
Pitkin County Board of County Commissioners
530 East Main Street
Aspen,Colorado 81611
DEED OF CONSERVATION EASEMENT
FOR THE
ST. JUDES RANCH
THIS DEED OF CONSERVATION EASEMENT("Deed") is granted effective as of the
day of , 2016, by ST. JUDE'S CO., whose address is 0132 Emma Road,
Basalt, CO 81623 ("Grantor"), to the BOARD OF COUNTY COMMISSIONERS OF PITKIN
COUNTY, COLORADO, a body corporate and politic, whose address is 123 Emma Road, Suite
106, Basalt, Colorado 81621 ("Pitkin County") ("Grantee"), for the purpose of forever conserv-
ing the open space character, agricultural productivity, wildlife habitat, and scenic qualities of
the subject property.
WITNESS THAT:
Grantor is the sole owner in fee simple of the ranch property ("the Property") which legal
is specifically described on Exhibit A attached hereto and depicted on Exhibit B attached hereto,
consisting of approximately 120 acres of land more or less, together with buildings, other im-
provements and the Water Rights as defined herein, and all other appurtenances located in Pitkin
County, State of Colorado.
The Property is agriculturally productive and is an important part of the agricultural land-
scape in Pitkin County. The Property consists primarily of irrigated hay meadows, dryland pas-
ture and a remnant of the Cottonwood forest along the Roaring Fork River. Grantor utilizes the
Property for cow-calf operations on a year-round basis and for hay production. Senior water
rights enhance agricultural and biological productivity.
In accordance with the United States Internal Revenue Code of 1986 ("IRC") and Treas-
ury Regulation 1.170A-I4(d)(4) regarding preservation of open space, preservation of the Prop-
erty will yield a significant public benefit, and will add to the scenic and open space character of
the landscape in Pitkin County. The agricultural uses of the Property permitted by this Deed are
consistent with existing private conservation programs in the area. The Property is of importance
in preserving a local and regional working landscape. The Property is adjacent to and provides a
buffer to property held by the Bureau of Land Management. Protection of the Property will pro-
vide a significant public benefit. The Property is also adjacent to and provides a buffer to other
lands and conservation easements owned by Pitkin County and the Aspen Valley Land Trust in-
cluding the Grace Shehi Open Space, Grange Ranch Conservation Easement, and the Emma
Open Space.
In accordance with the IRC and Treasury Regulation 1.170A-14(d)(3) regarding the pro-
tection of a natural environmental system or habitat, preservation of the Property will provide
significant relatively natural habitat in which fish, wildlife, or plant communities, or similar eco-
2004257_9 12/28/2016
systems normally live. The Property is habitat for mule deer and elk, and bald eagles roost on the
Property during the winter months. Other wildlife found on the property include voles, mountain
lion, and black bear. Protection of the Property will help to ensure the biological integrity of oth-
er public lands.
In accordance with the IRC and Treasury Regulation 1.170A-14(d)(4)(ii) regarding sce-
nic enjoyment, this Deed provides for the preservation of land for the scenic enjoyment of the
public. Preservation of the Property is important to maintaining the scenic character of the local
rural landscape. Development of the Property would destroy a compatible pattern of agricultural
land uses that includes the Property and surrounding properties including lands administered by
the Bureau of Land Management. The Property is visually accessible to the general public travel-
ing along Colorado State Highway 82 and the Rio Grande Trail.
The preceding four paragraphs concerning the agricultural productivity, open space char-
acter, wildlife habitat, and scenic qualities of the Property collectively represent the "Conserva-
tion Values" of the Property as such term is used throughout this Deed. These Conservation Val-
ues are of great importance to the Grantor, the people of Pitkin County, and the people of the
State of Colorado.
The Conservation Values, agricultural, ecological and other characteristics of the Proper-
ty, and its current use and state of improvement, are described in a Baseline Inventory Report
(the "Baseline Report") dated , 2016, and prepared by Paul Holsinger,
Agriculture and Conservation Easement Administrator for Pitkin County Open Space and Trails
Department with the cooperation of Grantee. The Baseline Report describes the present condi-
tion of the Property, and has been approved by both Grantor and Grantee. The Baseline Report
will be used by Grantee to assure that any future changes in the use of the Property will be con-
sistent with the terms of this Deed. However, this report is not intended to preclude the use of
other evidence to establish the present condition of the Property if there is a controversy over its
use.
The conservation purposes of this Deed are recognized by, and the grant of this Deed will
serve, at least and without limitation,the following clearly delineated governmental conservation
policies:
• The Farmland Protection Policy Act., P.L. 97-98, 7 U.S.C. §§4201, et seq.,
whose purpose is "to minimize the extent to which Federal programs contribute to the un-
necessary and irreversible conversion of farmland to nonagricultural uses, and to assure that
Federal programs are administered in a manner that, to the extent practicable, will be com-
patible with State, unit of local government and private programs and policies to protect
farmland."
• Colorado Revised Statutes §35-3.5-101, which provides in part that "It is the
declared policy of the state of Colorado to conserve, protect, and encourage the development
and improvement of its agricultural land for the production of food and other agricultural
products."
• Colorado Revised Statutes §§38-30.5-101, 102, et seq., providing for the estab-
2004257_9 12/28/2016 2
amirim ormot
lishment of conservation easements to maintain land "in a natural, scenic or open condition, or
for wildlife habitat, or for agricultural ... or other use or condition consistent with the protec-
tion of open land having wholesome environmental quality or life-sustaining ecological diver-
sity, . . "
• The Colorado Wildlife and Parks and Outdoor Recreation statutes, Colorado
Revised Statutes §33-1-101,et seq.,which provide that "it is the policy of the state of Colorado
that the wildlife and their environment are to be protected, preserved, enhanced, and managed
for the use, benefit and enjoyment of the people of this state and its visitors."
• The Pitkin County Land Use Code which states that the preservation of wildlife
habitat, open space and agricultural operations conforms with Policies 2-120 (Scenic Quality),
2-160 (Wildlife Management) and 2-240 (Compatibility with Agricultural Lands and Opera-
tions), 2-280 (Compatibility with Public Lands), 2-290 (Access to Public Lands) and 7-20-80
(protection of riparian and stream corridors).
• The Colorado Department of Agriculture statutes, Colorado Revised Statutes
§35-3-102(a), which provides, in part, that "the soil resources and fertility of the land, and the ...
prosperity of the farming population . . . and the waters of the rivers . . . are matters affected with
a public interest."
• The Colorado Department of Agriculture statutes, Colorado Revised Statutes
§35-3-102(b), provides, in part, that the "welfare of this state has been impaired . . . by destruc-
tion of its soil fertility, by uneconomic use and waste of its land, by exploitation and wasteful . . .
use of its soil resources."
• Colorado Revised Statutes §38-30.5-102, provides for the establishment of conserva-
tion easements to maintain land "in a natural, scenic, or open condition, or for wildlife habitat,or
for agricultural . . . or other use or condition consistent with the protection of open land, envi-
ronmental quality or life-sustaining ecological diversity."
• The Colorado Wildlife and Parks and Outdoor Recreation statutes, Colorado Revised
Statutes §33-1-101 and §33-10-101, which provide, respectively, that "it is the policy of the state
of Colorado that the wildlife and their environment are to be protected,preserved, enhanced, and
managed for the use, benefit, and enjoyment of the people of this state and its visitors" and that
"it is the policy of the state of Colorado that the natural, scenic, scientific, and outdoor recreation
areas of this state are to be protected, preserved, enhanced, and managed for the use, benefit, and
enjoyment of the people of this state and visitors of this state."
• The Colorado Department of Transportation statutes, Colorado Revised Statutes
§43-1-401, et seq., provide that the "preservation and enhancement of the natural and scenic
beauty of this state" is a substantial state interest.
• The Western Governors' Association Policy Resolution 08-21 supports "voluntary in-
centive based methods for preserving open space, maintaining land and water for agricultural and
timber production,wildlife and other values."
2004257_9 1228/2016 3
Ada
■ The voters of the State of Colorado by adoption of Article XXVII to the Constitution
of the State of Colorado, the legislature of the State of Colorado by adoption of enabling legisla-
tion, and the State Board of the Great Outdoors Colorado Trust Fund (the "Board"), by adopting
and administering competitive grants application and rigorous due diligence review processes,
have established that it is the policy of the State of Colorado and its people to preserve, protect,
enhance and manage the state's wildlife, park, river,trail and open space heritage, to protect crit-
ical wildlife habitats through the acquisition of lands, leases or easements, and to acquire and
manage unique open space and natural areas of statewide significance.
The Grantee is a "qualified conservation organization," as defined by the IRC, and accept
the responsibility of enforcing the terms of this Deed and upholding its conservation purposes
forever.
Pitkin County desires to purchase this Deed. Grantor intends that the property interest
conveyed by this Deed to Grantee be for the exclusive purpose of assuring that, under Grantee's
perpetual stewardship, the Conservation Values of the Property will be conserved and main-
tained forever, and that uses of the land that are inconsistent with these conservation purposes or
that would substantially diminish or impair the Conservation Values will be prevented or cor-
rected. The parties agree, however, that agricultural uses and improvements on the Property are
consistent with the conservation purposes of this Deed.
NOW, THEREFORE, for the reasons given, and in consideration for the purchase price of
$2,000,000 paid by Pitkin County, as a combined payment for this Deed and of their mutual prom-
ises and covenants, Grantor voluntarily grants and conveys to Grantee, and Grantee voluntarily
accepts, a perpetual conservation easement, an immediately vested interest in real property de-
fined by Colorado Revised Statutes §38-30.5-101, et seq., and of the nature and character de-
scribed in this Deed, exclusively for the purpose of conserving and forever maintaining the Con-
servation Values of the Property.
1. Use of Property. It is the intention of Grantor to preserve and maintain the ability
of the Property to be agriculturally productive, including continuing farming and ranching activi-
ties, to engage in future ranching activities, and to preserve the Conservation Values of the Prop-
erty in perpetuity. The Property may not be used for industrial activities but may be used for oth-
er activities which are not prohibited by the terms of this Deed. Grantor and Grantee agree that
the Property shall remain in agricultural production as further provided in Paragraph 4 below.
2. Rights of Grantee. To accomplish the purpose of this Deed the following rights
are conveyed to Grantee by this Deed:
A. To preserve and protect the Conservation Values of the Property;
B. To enter upon the Property at reasonable times in order to monitor Gran-
tor's compliance with the terms of this Deed; provided that such entry shall be upon prior reason-
able notice to Grantor, which shall typically be no less than forty-eight (48) hours advance no-
tice, and Grantee shall not unreasonably interfere with Grantor's use and quiet enjoyment of the
Property; and
2004257_9 12/28/2016 4
C. To prevent any activity on or use of the Property that is inconsistent with
the purpose of this Deed and to require the restoration of such areas or features of the Property
that may be damaged by any inconsistent activity or use.
3. Prohibited Acts. Grantor shall not perform, nor knowingly allow others to per-
form, any act on or affecting the Property that is inconsistent with the covenants herein. Grantor
hereby authorizes Grantee to enforce these covenants in the manner described below. However,
unless otherwise specified, nothing in this Deed shall require Grantor to take any action to re-
store the condition of the Property after any fire, change in climate, Act of God or other event
over which Grantor had no control. Grantor understands that nothing in this Deed relieves them
of any obligation or restriction on the use of the Property imposed by law.
4. Mandatory Agriculture Provisions.
(a) Agricultural Use. Beyond the uses specifically permitted and prohibited, Grantor and
Grantee agree that Grantor, directly or through an operator or operators responsible to Grantor,
shall ensure that the Property remains in "Productive Agricultural Uses," defined as a level of
agricultural uses appropriate to the agricultural capacity of the Property to maximize the produc-
tion, processing, and sale of commercial animal products and/or agricultural crops and fully uti-
lize all water rights appurtenant to the Property decreed for agricultural or irrigation purposes.
(b.) Replacement of Grantor with an Operator. Should Grantor find that it cannot, or that it
does not wish to, continue Productive Agricultural Uses of the Property and must cease, or wish-
es to cease, to engage actively in Productive Agricultural Uses of the Property,then Grantor shall
in good faith promptly seek and retain an agriculture production operator ("Operator") to main-
tain Productive Agricultural Uses of the Property and the other terms of this Deed. Grantor shall
promptly use all available means, including, without limitation, advertising, requests for pro-
posals, and consultation with established Pitkin County and other nearby ranchers and organiza-
tions to obtain a Qualified Operator, as defined below, who will actively engage in Productive
Agricultural Uses of the Property. A "Qualified Operator" is a farmer or rancher with sufficient
knowledge, experience, and financial resources to carry on successful Productive Agricultural
Uses of the Property. Should Grantor be unsuccessful in obtaining a Qualified Operator within a
reasonable period (not to exceed six [6] months), the Grantee shall have the right in accordance
with Grantee's Agricultural Lease Policy then in effect to seek such an Operator subject to ap-
proval by Grantor, which approval shall not be unreasonably withheld.
(c) If it is necessary to retain a Qualified Operator as provided above, Grantor agrees to enter
into an agriculture production lease ("Lease") with the selected Qualified Operator, subject to the
terms of this Deed. The Operator/lessee shall be allowed such use of the Property, including,
without limitation, all land previously used for Productive Agricultural Uses, improvements such
as roads, fencing and corrals, agricultural equipment, facilities and structures previously used for
Productive Agricultural Uses, and water and power resources, as may reasonably be required to
conduct the required Productive Agricultural Uses of the Property. The Lease shall have a dura-
tion sufficiently long, at least two years, to enable the Operator/lessee reasonably to make the
financial commitments and investments needed for successful Productive Agricultural Uses of
the Property and shall provide for a fair and reasonable rental consistent with then prevailing
commercial practice in the Roaring Fork Valley. The Lease shall include provisions to this ef-
2004257_9 12/28/2016 5
fect satisfactory to Grantee. Any Lease must bind the lessee to the terms of this Deed prior to
executing any Lease, Grantor shall make a copy of the proposed execution version of the Lease
available to Grantee for its review and approval to ensure its consistency with the terms of this
Deed. The commencement and implementation of Productive Agricultural Uses of the Property
by the Operator/lessee shall occur as soon as practicable after approval of the Lease by Grantee
and execution of the Lease.
(d) The process for installing an Operator/lessee set forth above shall be carried out each
time any Operator ceases for any reason to be carrying on Productive Agricultural Uses of the
Property so that Grantor either itself or through an operator is diligently and continuously carry-
ing on Productive Agricultural Uses of the Property in perpetuity.
(e) Grantor recognizes that a material portion of the consideration paid by Grantee to original
Grantors was based on the commitment of original Grantors that original Grantors and their per-
sonal representatives, heirs, successors, and assigns would be legally bound to carry on Produc-
tive Agricultural Uses ("Mandatory Agricultural Use") on the Property in perpetuity. Grantee's
remedies at law for any material violation of Grantor's commitment to carry on Productive Agri-
cultural Uses as required by this Deed are inadequate, and Grantee shall be entitled to specific
performance of the commitment to carry on Productive Agricultural Uses as required by this
Deed without the necessity of proving either actual damages or the inadequacy of otherwise
available legal remedies. This right is in addition to the right to injunctive relief, both prohibitive
and mandatory, and such other relief to which Grantee may be entitled. Grantee's remedies de-
scribed in this section shall be cumulative and shall be in addition to all remedies now or hereaf-
ter existing at law or in equity.
5. New Construction of Buildings and Other Structures. The construction of any
building or other structure, except in accordance with subparagraphs A and B below, is prohibit-
ed. Before undertaking any construction that requires advance permission, Grantor shall notify
Grantee of such request. Structures in existence as of the date of this Deed may remain in place,
provided that any expansion thereof shall be in accordance with subparagraphs A through B be-
low.
A. Fences. New and replacement fencing is permitted anywhere on the Prop-
erty for agricultural purposes. When new fencing is constructed on the Property, it will be less
than six feet in height except fencing around stackyards.
B. Wind and Solar Energy Facilities. Hydro-electric facilities may also be lo-
cated on the Property in conformance with Paragraph 19 with the mutual consent of Grantor and
Grantee. A limited number of minor wind, solar and other energy generation facilities that are
not connected to the utility grid and that are primarily for the generation of energy for use in con-
junction with those agricultural activities permitted by this Deed may be constructed anywhere
on the Property. Such facilities shall be sited and constructed or placed so as not to substantially
diminish or impair the Conservation Values.
2004257_9 1228/2016 6
6. Subdivision.
A. Limitations on Subdivision. On the date of this Deed, Grantor acknowl-
edges that the Property is comprised of one parcel as depicted on Exhibit B. The further division
or subdivision of the Property, whether by physical or legal process, including but not limited to
the partition of undivided interests, division, subdivision, partition, foreclosure on any portion of
the Property, dissolution of any ownership interest which would divide the Property all through
action of the Grantor or judicially at Grantor's request, into more than one ownership parcels is
prohibited.
7. Development Rights. Grantor hereby grants to Grantee all development rights ex-
cept as specifically reserved herein, and the parties agree that such rights are terminated and ex-
tinguished, and may not be used on or transferred off of the Property to any other property adja-
cent or otherwise.
8. Conservation Practices. Grantor recognizes the importance of good resource man-
agement and stewardship to maintain the Conservation Values for present and future generations.
To this end, all agricultural uses of the Property shall be conducted in a manner consistent with
Grantor's historical use of the Property. Grantor shall comply with and have responsibility for
compliance of the Property with the Colorado Noxious Weed Act and any other governmental
noxious weed control regulations.
9. Five-Year Management Plan.
A. The Property shall be operated and managed in accordance with a land
management plan called "The Management Plan for St. Judes Ranch"("Management Plan") that
is designed to protect the Conservation Values of the Property and has been dated and signed by
Grantor and Grantee. The Management Plan is attached hereto as Exhibit C. The Management
Plan shall be reviewed, and may be updated, modified or amended in writing by Grantor and
Grantee, at least every five (5) years to address changing management concerns for the Conserva-
tion Values and changing agricultural practices. All subsequent updates and/or amendments to the
Management Plan shall be kept on file with Grantor and Grantee. Grantor and Grantee shall comply
with the Management Plan.
10. Timber Harvesting. Trees may be cut to control insects and disease, to prevent
personal injury and property damage, and for firewood and other domestic uses, including con-
struction of permitted buildings and fences on the Property.
11. Mining. The commercial mining or extraction of soil, sand, gravel, oil, natural
gas, fuel, coal, or any other mineral substance owned by Grantor as of the date of this Deed or
later acquired by Grantor, using any surface mining method is prohibited.
12. Paving and Road Construction. No portion of the Property shall be paved or oth-
erwise be covered with concrete, asphalt, or any other paving material. No additional road shall
be constructed for access within the Property, for access to other adjacent properties, or for other
purposes, except for any unpaved road necessary for agricultural production or to provide access
to the buildings currently located on or permitted to hereafter be constructed on the Property or
any road reasonably required for agricultural purposes. After reasonable notice to Grantee, any
2004257_9 12/28/2016 7
such road permitted by this paragraph shall be constructed in a manner that does not substantially
diminish or impair the Conservation Values of the Property. Grantor may install utilities for serv-
ing those uses permitted on the Property by the terms of this Deed for the Property. To the extent
practicable, such utilities shall be installed within or adjacent to roadways permitted by this par-
agraph.
13. Trash. The dumping or accumulation of any kind of trash or refuse on the Proper-
ty, other than farm related trash and refuse produced on the Property, is strictly prohibited. How-
ever, this shall not prevent the storage of agricultural products and by-products on the Property in
accordance with all applicable government laws and regulations. Notwithstanding the foregoing,
any storage of farm-related trash, refuse, agricultural products and by-products shall be in such a
manner that does not diminish or impair the Conservation Values of the Property.
14. Recreational Uses and Improvements. No recreational building, structure or im-
provement shall be built on the Property, including but not limited to, athletic fields, golf courses
or ranges, race tracks, airstrips, helicopter pads, or shooting ranges. Use of the Property for more
than "de minimis"commercial recreation activity is prohibited. The term "de minim is" shall have
the meaning as set forth in § 2031(c)(8)(B) of the IRC and the Treasury Regulations adopted
pursuant thereto. Non-motorized recreational uses are permitted only if they are (i) not commer-
cial, except as permitted by Paragraph 18; (ii) for Grantor and Grantor's invitees only; and (iii)
conducted in a manner that would not substantially diminish the Conservation Values.
15. Motorized Vehicles. Motorized vehicles may only be used in a manner that does
not substantially diminish or impair the Conservation Values of the Property. There shall be no
off-road vehicle courses for snowmobiles, all-terrain vehicles, motorcycles, or other motorized
vehicles. Recreational use of motorized vehicles is prohibited. Nothing in this paragraph is in-
tended to prohibit the use of motorized vehicles for any agricultural or other use permitted by
this Deed.
16. Feed Lot. The establishment or maintenance of a commercial feed lot is prohibit-
ed. For purposes of this Deed, "commercial feed lot" is defined as a permanently constructed
confined area or facility within which the property is not grazed or cropped annually, and which
is used and maintained for purposes of engaging in the commercial business of the reception and
feeding of livestock. Nothing in this section shall prevent Grantor from seasonally confining
Grantor's livestock into an area for any agricultural purposes, or from leasing pasture for the
grazing of livestock owned by others.
17. Commercial Uses. No industrial uses shall be allowed on the Property. Commer-
cial uses are allowed, as long as they are conducted in a manner that is consistent with § 170(h)
of the IRC and the Treasury Regulations adopted pursuant thereto, are consistent with the pur-
poses of this Deed, and do not substantially diminish or impair the Property's Conservation Val-
ues. Without limiting other potential commercial uses that meet the foregoing criteria, the fol-
lowing uses are allowed: processing or sale of farm or ranch products predominantly grown or
raised on the Property; home occupations conducted by and in the home of a person residing on
the Property; professional commercial activities including, but not limited to, real estate broker-
age, insurance, financial planning, and the practice of law conducted by Grantor or related par-
ties; and customary rural enterprises, such as hunting, fishing, farm machinery repair, bed and
2004257_9 12/28/2016 8
breakfasts, livestock veterinary services, and similar enterprises conducted by Grantor or by an-
other person residing on the Property.
18. Signage or Billboards. No commercial signs, billboards, awnings, or advertise-
ments shall be displayed or placed on the Property, except for appropriate and customary ranch
or pasture identification signs, "for sale" or "for lease" signs alerting the public to the availability
of the Property for purchase or lease, "no trespassing" signs, signs regarding the private leasing
of the Property for hunting, fishing or other low impact recreational uses, signs promoting agri-
cultural products available or produced on the Property, temporary signs promoting special
events on the Property so long as such special events do not substantially diminish or impair the
Property's Conservation Values, temporary signs to promote political candidates and ballot is-
sues, and signs informing the public of the status of ownership. No signs shall materially ad-
versely affect the Conservation Values of the Property.
19. Water Rights The parties agree that it is reasonable that all water rights beneficial-
ly used on the Property as described in Exhibit D and all water rights not enumerated that are ap-
purtenant to the Property are encumbered by this Deed. Grantor shall retain and reserve the right
to use any and all water and water rights beneficially used on the Property and all ditches, head-
gates, springs, reservoirs, water allotments, water shares and stock certificates, contracts, wells,
easements and rights of way associated therewith for use in present agricultural production on
the Property, alternative energy facilities as permitted in Paragraph 5(B), or for other lawful uses
sufficient to maintain the Conservation Values of the Property. The parties agree that it is appro-
priate to include the Water Rights in the Deed pursuant to Colorado Revised Statutes §38-30.5 -
102. Grantor shall retain and reserve the right to use the Water Rights or that portion sufficient to
maintain and improve the Conservation Values of the Property and shall not transfer, lease, sell,
abandon, or otherwise separate the Water Rights from title to the Property itself. Grantor may,
with Grantee's approval, transfer, lease for short term, or loan, such portion of the Water Rights
which Grantor demonstrates to Grantee's reasonable satisfaction are not currently necessary for
present agricultural production on the Property and that the Water Rights remaining on the Prop-
erty are sufficient to maintain the Property's Conservation Values. Such approval will be given
by Grantee conditioned upon the use of a statutorily recognized short term lease, agricultural
loan or use of a trust agreement with the Colorado Water Conservation Board or any other entity
which may be authorized to hold such lease, loan, or trust to augment minimum stream flows in
the Roaring Fork River basin rivers and streams. All of these vehicles or any other proposed
loan, lease, transfer or change must be capable of ultimately restoring the Water Rights to use on
the Property. Grantee will assist Grantor with such permitted water leases, loans, transfers, or
changes upon the request of the Grantor.
20. Rights Retained by Grantor. Subject to interpretation under Paragraph 32 titled
"Interpretation," as owners of the Property, Grantor retains the right to perform any act not spe-
cifically prohibited or limited by this Deed. These ownership rights include, but are not limited
to, the right to exclude any member of the public from trespassing on the Property and the right
to sell or otherwise transfer the Property to anyone they choose.
21. Notice of Intention to Undertake Certain Permitted Actions. The purpose of re-
quiring Grantors to notify Grantee prior to undertaking certain permitted activities is to afford
Grantee an opportunity to ensure that the activities in question are designed and carried out in a
2004257_9 12/28/2016 9
manner consistent with the purpose of this Deed. Whenever notice is required, Grantors shall no-
tify Grantee in writing not less than thirty (30)days prior to the date Grantors intend to undertake
the activity in question. The notice shall describe the nature, scope, design, location, timetable,
and any other material aspect of the proposed activity in sufficient detail to permit Grantee to
make an informed judgment as to its consistency with the purpose of this Deed.
22. Grantee's Approval. Where Grantee's approval is required, Grantee shall grant or
withhold its approval in writing within sixty (60) days of receipt of Grantor's written request
therefor. Grantee's approval may be withheld only upon a reasonable determination by Grantee
that the action as proposed would 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.
23. Responsibilities of Grantor and Grantee Not Affected. Other than as specified
herein, this Deed is not intended to impose any legal or other responsibility on Grantee, or in any
way to affect any existing obligation of Grantor as owner of the Property. Among other things,
this shall apply to:
A. Taxes. Grantor shall continue to be solely responsible for payment of all
taxes and assessments before delinquency levied against the Property by competent authority
(collectively "taxes"). If Grantee are ever required to pay any taxes or assessments on its interest
in the Property,Grantor will reimburse Grantee for the same.
B. Upkeep and Maintenance. Grantor shall continue to be solely responsible
for the upkeep and maintenance of the Property, to the extent it may be required by law. Grantee
shall have no obligation for the upkeep or maintenance of the Property.
C. Liability and Indemnification. If Grantee are ever required to defend
themselves from claims or are required by a court to pay damages resulting from personal injury
or property damage that occurs on the Property, Grantor shall indemnify and reimburse Grantee
for these payments, as well as for reasonable attorney's fees and other expenses of defending it-
self, unless Grantee or any of their agents have committed a negligent or deliberate act that is
determined by a court to be a cause of the injury or damage. In addition, Grantee may request
Grantor to warrant that Grantee are and will continue to be an additional insured on Grantor's
liability insurance policy covering the Property. If so requested, Grantor shall provide certificates
of such insurance to Grantee upon reasonable request on an annual basis.
24. Enforcement. Grantee shall have the right to prevent and correct or require correc-
tion of violations of the terms of this Deed. With reasonable advance notice to Grantor(except in
the case of any ongoing or imminent violation, in which case such notice is not required), Grant-
ee may enter the Property for the purpose of inspecting for violations. If Grantee finds what it
believes is a violation, Grantee may, at its discretion, take appropriate legal action. Upon discov-
ery of any such violation, the Grantee shall immediately notify Grantor in writing of the alleged
violation. The Grantee shall give Grantor sixty (60) days to correct the alleged violation before
filing any legal action. When an ongoing or imminent violation is causing material damage to or
could irreversibly diminish or impair the Conservation Values of the Property, Grantee may, at
its discretion, take appropriate legal action. If the parties cannot resolve the violation themselves,
the parties may mutually agree to an alternative method of dispute resolution, such as meditation.
2004257_9 12/28/2016 10
If a court with jurisdiction determines that a violation may exist or has occurred, Grantee may
obtain an injunction to stop it, temporarily or permanently, in addition to such other relief as the
court deems appropriate. A court may also issue an injunction requiring Grantor to restore the
Property to its condition prior to the violation. In any case where a court finds that a violation has
occurred, Grantor shall reimburse Grantee for all its expenses incurred in stopping and correcting
the violation, including but not limited to reasonable attorneys' fees.
Any failure by Grantee to discover a violation or forbearance by the Grantee to exercise
their rights under this Deed in the event of any breach of any term of this Deed by Grantor shall
not be deemed or construed to be a waiver by Grantee of such term of any subsequent breach of
the same or any other term of this Deed or of any of Grantee's rights under this Deed. No delay
or omission by the Grantee in the exercise of any right or remedy upon any breach by the Gran-
tor shall impair such right or remedy, or be construed as a waiver. The Grantor hereby waives
any defense available to the Grantor pursuant to Colorado Revised Statutes §38-41-119, or the
defense of laches,estoppel, or prescription.
25. Access.No right of access to the general public to any portion of the Property is
conveyed by this Deed, nor shall such a right ever be construed to have been conveyed by this
Deed.
26. Transfer of Easement; Requirement for Assignment or Enforcement.
A. Transfer by Grantee. With the prior written consent of Grantor (which
consent shall not be unreasonably withheld) Pitkin County shall have the right to transfer the
easement created by this Deed and to assign its rights thereunder to any private nonprofit organi-
zation that, at the time of transfer, is a qualified organization under § 170(h) of the IRC, and un-
der Colorado Revised Statutes §38-30.5-101, et seq., (a "Qualified Organization"), expressly
agrees to assume the responsibility imposed on Grantee by this Deed and agrees that the conser-
vation purposes that this Deed is to advance continue to be carried out. Notwithstanding any-
thing in this paragraph to the contrary, this Deed shall not be transferred by Grantee to any gov-
ernmental entity or public agency without the consent of the Grantor, which consent shall be in
Grantor's sole discretion. If Grantee desires to transfer this Deed to a Qualified Organization hav-
ing similar purposes as Grantee, but Grantor refuses to approve the transfer, a court with jurisdic-
tion shall transfer this Deed to another Qualified Organization having similar purposes and mis-
sion as Grantee and that agrees to assume the responsibility of enforcing this Deed, provided that
Grantor receive notice of and an opportunity to participate in the court proceeding.
B. Transfer by Judicial Process. If the Grantee ever ceases to exist, is no
longer a Qualified Organization, then the Deed shall be assigned to another Qualified Organiza-
tion 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.
2004257_9 12/28/2016 11
27. Transfer of the Property. Any time the Property itself, or any interest in it, is trans-
ferred by Grantor to any third party, Grantor shall pay a transfer fee of$200.00 to Grantee to be
used by Grantee for purposes consistent with its mission. Grantor shall notify Grantee in writing
at least forty-five (45) days prior to the transfer of the Property, and the document of conveyance
shall expressly refer to this Deed. The transfer fee shall be waived if the Property is transferred to
Grantor's heirs or beneficiaries. Grantee shall have the right to record a document in the real
property records in Pitkin County to put such third parties on notice of the requirements of this
paragraph, and of the requirements of Paragraph 39. Failure to provide notice pursuant to this
paragraph or such recorded document shall not invalidate any transfer of the Property.
28. Amendment of Deed. This Deed may be amended only with the express prior
written consent of Grantee and Grantor by an instrument duly executed by Grantor and Grantee
recorded in the real property records of Pitkin County, Colorado. Any such amendment shall be
consistent with the purposes of this Deed and shall comply with § 170(h)of the IRC, or any reg-
ulations promulgated thereunder. Any such amendment shall also be consistent with Colorado
Revised Statutes §38-30.5-101, et seq., or any regulations promulgated thereunder, and shall not
affect the perpetual duration of this Deed.
29. Real Property Interest. This Deed constitutes a real property interest immediately
vested in Grantee. The parties stipulate that this easement has a fair market value equal to forty-
five percent (45%) of the full fair market value of the Property, as unencumbered by the ease-
ment, on the date this Deed is first recorded.
30. Proceeds. The values at the time of this easement shall be those values set forth in
an appraisal by Nash and Associates, dated May 8, 2016, whether or not Grantor claims any de-
duction for federal and state income tax purposes. For the purposes of this easement, the ratio of
the value of the easement to the value of the Property as unencumbered by the easement shall
remain constant.
31. Condemnation or Other Extinguishment. If this easement is taken, in wholeor in
part, by exercise of the power of eminent domain, or if circumstances arise in the future that ren-
der the purpose of this easement impossible to accomplish, this Deed can only be terminated or
extinguished, whether in whole or in part, by judicial proceedings in a court of competent juris-
diction. Each party shall promptly notify the other party in writing when it first learns of such
circumstances. Grantee as purchaser shall be entitled to compensation in accordance with appli-
cable law, after the satisfaction of prior claims, from any sale, exchange, condemnation, or other
involuntary or voluntary conversion of all or any portion of the Property subsequent to such ter-
mination or extinguishment. Pitkin County's compensation shall be an amount equal to the ease-
ment value percentage listed in the Real Property Interest paragraph above, multiplied by the
amount of the full proceeds from any sale, exchange, condemnation, or other involuntary or vol-
untary conversion of all or a portion of the Property, but not including the value of structural im-
provements added subsequent to this Deed. Pitkin County shall use such proceeds in a manner
consistent with the conservation purposes of this Deed.
32. Interpretation. This Deed shall be interpreted under the laws of the State of Colo-
rado, resolving any ambiguities and questions of the validity of specific provisions so as to pre-
serve the Conservation Values and give maximum effect to its conservation purposes.
2004257_9 12/28/2016 12
33. Perpetual Duration. The easement created by this Deed shall be a servitude run-
ning with the land in perpetuity. Every provision of this Deed that applies to Grantor or Grantee
shall also apply to their respective agents, heirs, executors, administrators, assigns, and all other
successors as their interests may appear. A party's rights and obligations under this Deed termi-
nate upon a permitted transfer of the party's interest in this Deed or the Property, except that lia-
bility for acts or omissions occurring prior to transfer shall survive transfer.
34. Notices. Any notices required by this Deed shall be in writing and shall be per-
sonally delivered or sent by certified mail, return receipt requested, to Grantor, Grantee respec-
tively at the following addresses, unless a party has been notified by the other of a change of ad-
• dress. Electronic delivery of notices shall also be deemed sufficient and considered delivered
upon receipt of confirmation of delivery on the part of the sender:
To Grantor:
St. Jude's Co.
0132 Emma Road
Basalt CO 81623
To Grantee:
Pitkin County
123 Emma Road#106
Basalt CO 81623
With Copies to:
Pitkin County Attorney's Office
123 Emma Road, Suite 204
Basalt CO 81621
35. Grantor's Title Warranty. Grantor warrants that Grantor has good and sufficient ti-
tle to the Property and hereby promises to defend the same against all claims from persons claim-
ing by,through or under Grantor.
36. Grantor's Environmental Warranty and Indemnity. Grantor warrants that Grantor
has no actual knowledge of a release or threatened release of hazardous substances or wastes on
the Property and hereby promises to hold harmless, defend, and indemnify Grantee along with
their respective members, directors, officers, employees, agents, contractors, successors, and as-
signs against all litigation, claims, demands, penalties, and damages, including reasonable attor-
neys' fees, arising from or connected with any past, present or future presence or release of haz-
ardous or toxic substances on, under, or about the Property. For the purposes hereof, "Hazardous
Substances" does not mean any typical agricultural chemicals such as herbicides and pesti-
cides utilized on properties of this type in Pitkin County, provided that all such chemicals are
used in accordance with applicable laws and manufacturer's specifications. Without limiting the
foregoing, nothing in this Deed shall be construed as giving rise to any right or ability in Grant-
ee, nor shall Grantee have any right or ability, to exercise physical or managerial control over the
day-to-day operations of the Property, or otherwise to become an operator with respect to the
Property within the meaning of The Comprehensive Environmental Response, Compensation
and Liability Act of 1980,as amended.
2004257_9 12/28/2016 13
37. Subsequent Liens on the Property.No provisions of this Deed should be construed
as impairing the ability of Grantor to use this Property as collateral for subsequent borrowing,
provided that any mortgage or lien arising from such a borrowing shall be subordinated to this
Deed.
38. No Merger. No merger shall be deemed to have occurred hereunder or under any
document executed in the future affecting this Deed, unless the parties expressly state that they
intend a merger of estates or interests to occur.
39. Recording. Grantee shall record this Deed in the official records of Pitkin County,
and may re-record it at any time as may be required to preserve Grantee' rights hereunder.
40. Subsequent Transfers. Grantor shall incorporate the terms and conditions of this
Deed in any deed or other legal instrument by which it divests itself of any interest in all or a
portion of the Property, including, without limitation, conveyance of a leasehold interest to a
third party. Grantor further agrees to give written notice to Grantee of the transfer of any interest
at least twenty(20)days prior to the date of such transfer. The failure of Grantors to perform any
act required by this paragraph shall not impair the validity of this Deed or limit its enforceability
in any way.
41. Liberal Construction. Any general rule of construction to the contrary notwith-
standing, this easement shall 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 pur-
pose of this easement that would render the provision valid shall be favored over any interpreta-
tion that would render it invalid.
42. Severability. If any provision of this Deed, or the application thereof to any per-
son or circumstance, is found to be invalid, the remainder of the provisions of this Deed, or the
application of such provision to persons or circumstances other than those as to which it is found
to be invalid,as the case may be, shall not be affected thereby.
43. Entire Agreement. This instrument sets forth the entire agreement of the parties
with respect to the easement and supersedes all prior discussions, negotiations, understandings,
or agreements relating to the easement, all of which are merged herein.
44. No Forfeiture. Nothing contained herein will result in a forfeiture or reversion of
Grantor's title in any respect.
45. Successors. 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 rep-
resentatives, heirs, successors, and assigns and shall continue as a servitude running in perpetuity
with the Property.
46. Termination of Rights and Obligations. A party's rights and obligations under this
Deed terminate upon transfer of the party's interest in the easement or Property, except that lia-
bility for acts or omissions occurring prior to transfer shall survive transfer.
2004257_9 12/28t2016 14
47. Captions. The captions in this instrument have been inserted solely for conven-
ience of reference and are not a part of this instrument and shall have no effect upon construction
or interpretation.
48. Third Party Beneficiaries. This Deed is entered into by and between Grantor and
Grantee, and does not create enforcement rights or responsibilities in any other third parties, in-
cluding the general public.
49. Acceptance. As attested by the signature of an authorized party affixed hereto,
Grantee hereby accepts, without reservation, the rights and responsibilities conveyed by this
Deed. Grantee acknowledge receipt and acceptance of this Deed encumbering the Property for
which no goods or services were provided.
50. Change of Conditions. A change in the potential economic value of any use that is
prohibited by or inconsistent with this easement, or a change in any current or future uses of
neighboring properties, shall not constitute a change in conditions that makes it impossible or
impractical for continued use of the Property for conservation purposes and shall not constitute
grounds for terminating the Deed.
51. No Land Use Approvals Imputed to Deed. The Grantor shall be solely responsible
for compliance with applicable laws in regard to the exercise of rights reserved herein, and, noth-
ing contained in this Deed is intended to represent a permit or land use approval by Pitkin Coun-
ty.
2004257_9 12/28/2016 15
w
52.
TO HAVE AND TO HOLD,this Deed unto Grantee, its successors and assigns,forever.
IN WITNESS WHEREOF, Grantor and Grantee, intending to legally bind themselves,
have set their hands on the date first written above.
GRANTOR:
ST. JUDE'S CO.
By:
as
for St. Jude's CO.
STATE OF )
) ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
2016, by as for St. Jude's CO.
WITNESS my hand and official seal.
My commission expires:
Notary Public
2004257_9 12128/2016 16
ATTEST: GRANTEE:
--) BOARD OF COUNTY COMMISSIONERS
OF PITKIN COUNTY, COLORADO
// / 4, L__),/ ceo By: AAY1/4 pi (1; i
Jea ette Jones Rachel E. Richards, Chair
D- Duty Clerk and ' -corder DATE: ' Z —t z, - .,:z,/,5'
APPROVED AS TO FORM: MANAGER APPROVAL:
ill •
Ili
i* • , ) y, 4 Jon'�eacock
County Attorney County Manager
R:►OM NDED FO' •'PP' iV•
i L_
ale* ill, Acquisitions Dire
Pitkin County Open Space and Trails
STATE OF COLORADO )
) ss.
COUNTY OF PITKIN )
The foregoing instrument was acknowledged before me thi eday of t• Ci,1 111 ,
2016, by Jeanette Jones, as Deputy County Clerk of Pitkin County, Colorado.
WITNESS my hand and official seal.
My commission expires: 1,1,,R4,,,v1 , ,
LISA MACDONALD
ri,.. ,._
�. "1711
Notary Public No Pub /��`�
State of Colorado
Notary ID#19924015269
My Commission Expires 11-18-2020
2004257_9 11/22/2016 17
STATE OF COLORADO )
) ss.
COUNTY OF PITKIN )
The foregoing instrument was acknowledged before me this day of 7 .. *,�i !II
2016, by , as Chair the Board of County Commissioners of 'itkin County,
Colorado. I.
Vt
WITNESS my hand and official seal.
My commission expires: \\ ' szato
.....
LISA MACDONALD ��\ III b;is 'i
Notary Public ��"- — ��—
State of Colorado Not. ' 'ublic
Notary ID#19924015259
My Commission Expires 11-18-2020
20042579 11/22/2016 18
List of Exhibits
A Property legal description
B Map of the Property
C Management Plan
D Water Rights
2004257_9 1228/2016 19
EXHIBIT A
PROPERTY DESCRIPTION- SOUTH PARCEL
A PARCEL OF LAND SITUATED IN TRACTS 58,60 AND 63, SECTION 17, 18, 19 AND 20
TOWNSHIP 8 SOUTH, RANGE 86 WEST OF THE SIXTH PRINCIPAL MERIDIAN,
COUNTY OF PITKIN, STATE OF COLORADO, SAID PARCEL BEING MORE PARTICU-
LARLY DESCRIBED AS FOLLOWS:
COMMENCING AT ANGLE POINT 6 TRACT 58,A 2 1/2" 1926 GLO BRASS CAP IN
PLACE,THE POINT OF BEGINNING; THENCE S05°19'49"W ALONG THE EASTERLY
BOUNDARY OF TRACT 63 A DISTANCE OF 200.75 FEET; THENCE LEAVING SAID
EASTERLY BOUNDARY S38°17'47"W ALONG THE WESTERLY BOUNDARY OF THE
ROARING FORK CLUB, BLOCK 2, LOT 3 ACCORDING TO THE PLAT RECORDED IN
PLAT BOOK 56 PAGE 54 A DISTANCE OF 354.97 FEET; THENCE CONTINUING
ALONG SAID WESTERLY BOUNDARY S58°29'09"W A DISTANCE OF 501.53 FEET;
THENCE CONTINUING ALONG SAID WESTERLY BOUNDARY S54°28'24"W A DIS-
TANCE OF 532.95 FEET TO A POINT ON THE SOUTHERLY BOUNDARY OF SAID
TRACT 63; THENCE LEAVING SAID WESTERLY BOUNDARY N88°52'39"W ALONG
SAID SOUTHERLY BOUNDARY A DISTANCE OF 448.76 FEET TO ANGLE POINT 3
TRACT 63,A 2 1/2" 1926 GLO BRASS CAP IN PLACE; THENCE LEAVING SAID
SOUTHERLY BOUNDARY NO3°45'15"E ALONG THE WESTERLY BOUNDARY OF SAID
TRACT 63 A DISTANCE OF 1086.99 FEET TO ANGLE POINT 2 TRACT 63. A 2 1/2" 1926
GLO BRASS CAP IN PLACE; THENCE LEAVING SAID WESTERLY BOUNDARY
N88°25'09"W ALONG THE SOUTHERLY BOUNDARY OF TRACT 60 A DISTANCE OF
2597.53 FEET TO ANGLE POINT 3 TRACT 60,A 2 1/2" 1926 GLO BRASS CAP IN PLACE;
THENCE LEAVING SAID SOUTHERLY BOUNDARY N00°24'49"E ALONG THE WEST-
ERLY BOUNDARY OF SAID TRACT 60 A DISTANCE OF 1292.63 FEET TO ANGLE
POINT 2 TRACT 60, A 2 1/2" 1926 GLO BRASS CAP IN PLACE; THENCE LEAVING
SAID WESTERLY BOUNDARY S88°35'00"E ALONG THE NORTHERLY BOUNDARY OF
SAID TRACT 60 A DISTANCE OF 1382.78 FEET TO ANGLE POINT 3 TRACT 58, A 2 1/2"
1926 GLO BRASS CAP IN PLACE; THENCE LEAVING SAID NORTHERLY BOUNDARY
N00°48'57"E ALONG THE WESTERLY BOUNDARY OF SAID TRACT 58 A DISTANCE
OF 352.55 FEET TO A POINT ON THE SOUTHWESTERLY RIGHT-OF-WAY OF THE 100'
DENVER AND RIO GRANDE RAIL ROAD; THENCE LEAVING SAID WESTERLY
BOUNDARY S57°19'24"E ALONG SAID SOUTHWESTERLY RIGHT-OF-WAY A DIS-
TANCE OF 3180.84 FEET TO A POINT ON THE EASTERLY BOUNDARY OF SAID
TRACT 58; THENCE LEAVING SAID SOUTHWESTERLY RIGHT-OF-WAY S00°54'54"W
A DISTANCE OF 8.40 FEET TO THE POINT OF BEGINNING, SAID PARCEL CONTAIN-
ING 119.661 ACRES MORE OR LESS.
2004257_9 12/28t2016
EXHIBIT B
Map of the Property
2004257_9 12/28/2016
I 111
\l``•; \ 1,`,
li9ii 4-1•�\\ '
ilii \%' ti ��'' ``.
tii :
sit ti ..
itis 1 .‘��\. :�.-- `;
Pi
\
17
f �`` 1 g a i //ftp / / 7 . Q3 fi r �i
/1 i
,� t• � :I 5
IC 4
i I / IP // / ? / Gal J 12 /;4„1,,-;
/i ;
t. 12>,;;;22-1, .•-•:. 'I/ 1!( E --,----.:7--2." ---•;/".44' `. 6
•, I S•� i 61: \-ij _:y „}JM-
Iia i' i 1 = ____L------,- .'-•% 6s >
F 'a i;\' �6 / ggi �I1 iE i / f t,, ./ 11 .:- 1 fps.• rr{ a Ri: 1 ro
N ' %..:1;7"--c emI • i, // E } 3i
.... <11.1* /if- t eii - --',.> .
cf: ! ..0._.
,,,,.. ..\....,,...\\...„... 0 , ,.. 0 i ,- ... _ . &. ..,../ 1. -
r .... r,!\I\11
' ...a a 0
0F , ............. v / /..."e;',.v. , i• 11_____
: H
dtri
ccc.2.22 1 !! yy
r II
Ii
11(1
Ii
ttIiU1
1 !i
�I � c 11'
P tri
3i � s !ii!iI
y i w G7
SSi i-'1 1p9 42g €1€a fa li i ! !ri -: P`at a 0. v. V]
naa1ia.44 ii a s i ."! i1 ,° E lIuiI'I'IH
IEql�g � 7 A� n c3 tri i
i 7i ..°
r '�
: h'i aa 9 Oil
sl/t 11` poi I' 6 ! Al a °. . ° vt Eb.,
3 ;Mill i i 11 It i I ! i iii 5a€ • o a n y
�ta i ; ` 6 111 ° : >
�.i IRO a 1 ii ! -1 ..ti
p
to
�= ¢Ei; EE 6 6§ 9 ; $ a ; IiE=�� �� � i ' �i IiE§1 I ;�1 ni "
! :iiiT il@le iiia Iii° Its IEiiiil d•ibli.i fill 1101111lir, re
i 1 i a a' 4;4 a s gig Egg iFiligig r: i- aai3i 2 oleo ap-
i 1 I941144W ! —11iiF: i.1111Ei11.Eiiiiii €1 ,tilp ts� o
b 6 6. ,!'i fI$i Ii; ii i > ��� 1 i� t.:�i' aliiiiii �oaie � R.
E h 11 a 1 i a i Ea E6 !E' a i
E; E E 3 $ E . . 9 Erottttt i
is i i I i l II 5 11 1111/ 1/1ill'hi Iln 11111'1Iiig Eii 'e i i-= �� ii EE'
x - Iii i' 101 111IIiil111 IE'1'; 4 le 1 11111"4111111111N14114Eiigl°1I �::
11 i i$ 51 1114EI 1;It1I1 11410 g11 ii;01111.014gll iiEI MIN i� li1i
a I Eilipgriphititi..-11rgt I 2.111.1Iag1� IFliI6n =ii 4i i 5 IIIII n i 1 Ii• .8 1= i'1! a 1 ; °gqifi is - i'; €E 9'I $I9�1 $1 i b `. i .S.eiE�i,�3:i E i - 'i =
' a 0 . iiil'g go iiiPl'A P 1011'41 i SIO 1.'0g
i 1 a SE i€€ r 1= sei i i i;6 a i i 'a t
a iliiiii gl �'g i* �� �s�5€! 1111:11!11,114 ���� �iA i � a - y ' tr I?iiis 1-4
;•
5 1y i� � iaid s ii, �41n . 11-';r5 1, ``jiat '''''''V-"", 0
-01 4....�. Lail i 1 I Iii 14 1g51'5 16 � 5 iii0 i / ° f. -!
E ! V i 1341,1 I �1!T t i : 111E Ii iia E i c, - a
El 1S 11p111 i� �i° i� " I� � p . i. iii ` _ ,� t�
7 ! ! i „, i i o ` WO'61; 1 s ry�i\ / t r F.�q
3
P ga li i s !a 1 IIi1Iaililii.&i 111411!4111;
41 :51[ 11- \/ ,.,-, /,..:71t6 1 S ! 17117.2151751 l:.i -;! e ii ..\,..,....,.....4.0.:,,,i
5 �i z @sy 6� $ :iY.`b'§9i 111 i �:•' rj ,
Iii 5 E 1- i1 ! i fi.
yy 1111/41111i51111
z a a 1111 ii s i �\ .. i t•,
Eili 661Di� 115 5 $a 1� iii; ai8 '!l 0 yir.\'.. ! , . jI:.
� 1 # !I. I ill ;I:� I I
I.
pp . s-
ti 111416111 ii ti i E cipQ 6 t1i E OP! E i'
II - Ii �1 �i' 11 E IE 3 ii ,5.3LE 10;144444�/ E.i1 9 c s< .'
li 5 iiia it E Iii' iilit =`silo Ig11I if 5
S
6 ai� i 1 i7a a' 1,1611i.. iii i1A Iia _.,.f .
1 r
EXHIBIT C
Management Plan
2004257_9 12/28/2016
St. Jude's Co. / Cerise Ranch Management Plan
December 21,2016
On ,2016 the St. Jude's Co. conservation easement was
conveyed to Pitkin County,to be stewarded by the Open Space and Trails Department(OST),
and recorded on , 2016,under reception# (the"Property").
This management plan(the"Plan")dated December ,2016, has been prepared by Alan
Cerise, Co-Owner/Manager and the County to ensure compatible conservation practices and
sound management. It has been approved by the OST director, Gary Tennenbaum.
The Property possesses natural, scenic,open space,wildlife and wildlife habitat, agricultural,
rural, aesthetic,visual,recreational, ecological and environmental values(the"Conservation
Values"). The conservation easements specifically list the following Conservation Values;
1. Scenic Values. Preservation of the Property is important to maintaining the scenic
character of the local rural landscape. Development of the Property would destroy a
compatible pattern of agricultural land uses that includes the Property and surrounding
properties including lands administered by the Bureau of Land Management. The
Property is visually accessible to the public traveling along Colorado Highway 82 and the
Rio Grande Trail.
2. Wildlife Habitat Values. The Property is habitat for mule deer and elk,and suitable for
Bald Eagles during the winter months. Other wildlife found on the property include
mountain lion and black bear. Protection of the Property will help to ensure the biological
integrity of other public lands.
3. Open Space Values. The agricultural uses of the Property permitted by this Deed are
consistent with existing private conservation programs in the area. The Property is of
importance in preserving a local and regional working landscape. The Property is
adjacent to and provides a buffer to property held by the Bureau of Land Management.
Protection of the Property will provide a significant public benefit. The Property is also
adjacent to and provides a buffer to other lands and conservation easements owned by
Pitkin County and the Aspen Valley Land Trust including the Grace Shehi Open Space,
Grange Ranch Conservation Easement, and the Emma Open Space.
Description of Property
St. Jude's Co. /Cerise Ranch is located in the mid-Roaring Fork Valley in west-central Colorado
and more specifically in northern Pitkin County. In total, the Property encompasses
approximately 115 acres. On December 29,2016,the Cerise Family conveyed a conservation
easements to Pitkin County.
The Cerise family has managed this ranch, along with other properties in this valley since the
beginning of the last century. The St. Jude's Co. Ranch has been at the heart of the Emma
agricultural community since the turn of the last century. Highly visible from both a State
Highway and regional trail, it is a prominent agricultural parcel in the mid-valley and provides
scenic enjoyment and historical agricultural context for the community. In addition,the property
possesses important habitat for wildlife including elk and deer winter ranges and migration
corridors. The ranch provides a buffer to public lands on the edge of Basalt's town boundary.
Property Management
111
Historically,the Property has been used for cattle grazing and to grow and harvest hay. Between
40 and 60 head of cattle graze on the ranch annually. Cattle are moved to grazing lease areas on
federal land from June to October and approximately 10 -20 yearlings are kept on the ranch.
However,the number of head of cattle that graze the ranch can be less than 40 and more than 60
in any given year due to weather and other variables. Between November and May,the cattle
are pastured near the ranch headquarters. Nearly all the Property except the native Uplands
south of the Grace-Shehi Ditch is irrigated.
The St. Jude's Co. retains the right to use the Property for agricultural production, or to permit
others to use the Property for agricultural production (including agricultural leases), as provided
herein. Agricultural production has historically meant the production of crops,hay, livestock,
and livestock products and pasturing and grazing of cattle, horses and/or other livestock. In the
future,agricultural production can also mean the production of vegetables, fruits, whether grown
outside or in a greenhouse, and nursery products such as trees, ornamental shrubs, and decorative
plants.
Preserve Agricultural Productivity. It is the intention of the St. Jude's Co.to preserve the ability
of the Property to be agriculturally productive, including continuing agricultural activities,to
engage in future agricultural activities,and to preserve the rural character, wildlife habitat, and
scenic qualities of the Property. St.Jude's Co. recognizes the importance of good resource
management and stewardship to present and future generations. The current agricultural use of
the Property and its current improvements(as recorded in the Baseline Inventory) are consistent
with the Conservation Purposes. Such uses may be reasonably expanded and improved,
including the• implementation of new management techniques. However, nothing in this.
Easement shall be construed to require St. Jude's Co. to continue the current,or any other,
agricultural use of the Property.
Sound Management. All agricultural operations on the Property shall be conducted using sound
management, and in a manner not wasteful of range and soil resources, or detrimental to water
quality and conservation, stream banks,riparian habitat, or wildlife habitat. St. Jude's Co.
recognizes that riparian systems associated with both running and standing water are particularly
important to the ecological health of the Property in so far as riparian vegetation captures
sediment, and provides forage habitat and bio-diversity. Water quality is improved or
maintained. Stable soils store and release water slowly. Granter therefore will manage livestock
grazing to ensure that stream banks and riparian vegetation are not degraded. Specifically,
grazing will be limited in those areas as needed to ensure that native vegetation maintains
adequate diversity, density, and cover. Grantee recognizes that unforeseen natural events,
unanticipated personnel problems, etc.,may result in temporary maintenance problems. Grantee
will work with St. Jude's Co.to find mutually acceptable solutions when such unanticipated
events occur. Notwithstanding the foregoing,the Grantee agrees that the current management of
the Property for all current agricultural operations is acceptable and consistent with the
Conservation Purposes.
Erosion Control. St.Jude's Co. will undertake reasonable efforts on the Property to control
erosion along trails,roads, irrigation ditches, cultivated fields,and other disturbed areas.
Best Management Practices. To insure livestock use can be maintained in a sustainable manner,
grazing of livestock on the Property will be managed consistent with how the Property
historically has been managed to allow plants to have adequate recovery and re-growth periods
and opportunity for seed dissemination and seedling establishment using best management
practices in St. Judes' discretion.
Future Management
It is recognized that the current management of the Property is in compliance with the terms set
forth in the deed of conservation easement. Future management or substantial changes to the
current management of the Property must be in compliance with the terms set forth in the deed of
conservation easement and this plan. If a substantial change is contemplated the owner and
manager must contact OST to confirm that such activities are consistent with the terms of the
conservation easements and to determine if this Plan should be amended. This Plan is effective
immediately and shall be updated five (5) years from the effective date of this management plan.
If no updates are necessary,the Plan is deemed to be automatically renewed for another five (5)
years in its current form.
Complete Agreement
This Plan,which must be read with the terms of the Deed of Conservation Easement, is the full
and complete agreement between parties and may not be modified except in writing signed by
each party. Nothing in this Plan shall be interpreted as being inconsistent with the Easement,
which shall remain the controlling document.
Accepted:
GRANTOR: St.Jude's Co.
GRANTEE: Pitkin County Board of County Commissioners through the Pitkin County Open
Space and Trails department
Gary Tennenbaum, Director
al Pitkin County Open Space and Trails
I
I
I
I
I
EXHIBIT D
Water rights as described below including all water rights not enumerated that are appurtenant to
the Property:
1/2 of the appurtenant water rights in the Grace and Shehi Ditch consisting of at least 4.55 C.F.S.
and1/2 of the appurtenant water rights of the Red Rock Bluff Ditch consisting of at least 2.5
C.F.S.
2004257_9 12/28n016
CONTRACT FOR SALE OF CONSERVATION
EASEMENTS
(St.Jude's— Pitkin County)
THIS CONTRACT FOR SALE W' CONS RVATION EASEMENTS
(the "Agreement") is entered into this c � ' day ofx,%�''A%-;2016, by and between
St. Jude's Co. a general partnership owned by Reno and Marilyn Cerise as partners and
individually (collectively, the"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 Land
Exhibit B - Map of Land
Exhibit C- Water Rights
Exhibit D- South Conservation Easement
Exhibit E- North Conservation Easement
RECITALS:
A. Seller is the owner of real property commonly known as St. Jude's (the "Land"),
comprising approximately 260 acres which is located in an unincorporated area in Pitkin
County. Seller is the sole owner in fee simple of the ranch property, Pitkin County
Assessor Parcel Number 246718400009, attached as Exhibit A and as will be more
specifically defined upon the completion of an improvement survey plat to be completed
in the near future.
B. Seller desires to grant Conservation Easements on the Land in the form set forth in
Exhibit D and E ("Conservation Easements") as described below, and generally shown
on Exhibit B, including the water rights described in Exhibit C, attached hereto (the
"Water Rights").
C. Seller desires to convey the Conservation Easements in two phases, the first phase that
will eliminate all development on the portion of said Land lying southwest of the Denver
and Rio Grande Railroad Right of Way("South Conservation Easement")and the second
phase that will restrict the portion of said Land lying northeast of the Denver and Rio
Grande Railroad Right of Way ("North Conservation Easement") to agricultural uses
while allowing development specified in the Conservation Easement within the Ranch
Activity Envelope described on Exhibits B and E.
D. Buyer agrees to the phased conveyance of the Conservation Easements as an
accommodation to Seller to assist Seller with short term financial needs while allowing
adequate time for certain land use approvals affecting the North Conservation Parcel,
provided however that the Buyer and Seller intend the entirety of the Land to be conserved
pursuant to the terms set out in this contract.
1
E. Buyer desires to acquire the Easements for a purchase price of $5,200,000.00, which
purchase price shall be allocated $2,000,000.00 to the Conservation Easement on the
South Conservation Parcel,and$3,200,000.00 for the conservation easement on the North
Conservation Parcel.
AGREEMENT
1. CONVEYANCE OF CONSERVATION EASEMENTS.
The Conservation Easements shall be in substantially the same form attached as
Exhibit D and E.
2. PURCHASE PRICE. The purchase price for the Conservation Easements, including
earnest money, shall be Five Million Two Hundred Thousand and no/100s Dollars
($5,200,000.00) (the Purchase Price"). $2,000,000 of the Purchase Price shall be
allocated to the Conservation Easement restricting the South Conservation Parcel, and
$3,200,000 of the Purchase Price shall be allocated to the North Conservation Parcel.
The Purchase Price shall be paid by Buyer to Seller as follows:
A. EARNEST MONEY. Buyer shall tender to Pitkin Title Company (the "Title
Company") earnest money in the amount of$40,000.00 at the time it delivers a fully
signed copy of this Agreement to Seller. Any and all monies paid by Buyer prior to
Closings 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. At the closings contemplated herein, $2,000,000.00 shall
be paid for the South Conservation Easement and the balance of the Purchase Price shall
be paid for the North Conservation easement to Seller in cash, certified funds, by wire
transfer or other immediately available funds.
3. CLOSING DATES. The closing of the transaction contemplated hereunder for the
South Conservation Parcel(the "South Conservation Easement Closing")shall be held
at the office of the Title Company on or before December 29, 2016, unless this date is
extended by mutual consent.The closing of the transaction contemplated hereunder for
the North Conservation Parcel(the "North Conservation Easement Closing") shall be
held at the office of the Title Company within 60 days of the Pitkin County Open
Space Master Plan approval described in Paragraph 15,unless this date is extended by
mutual consent.
2
4. INSPECTION AND REVIEW.
A. EVIDENCE OF TITLE.
a. Title Commitment. Seller shall cause to be furnished to Buyer, at Buyer's
expense, a current commitment for owner's title insurance policy ("Title
Commitment") in an amount equal to the Purchase Price no later than
December 7, 2016 and within 15 days of the Open Space Master Plan approval
as described in Paragraph 15 herein for the North Conservation Easement. At
Buyer's expense, Seller shall cause the title insurance policy to be issued
and delivered to Buyer as soon as practicable at or after Closings. If a Title
Commitment is furnished, it 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 Closings.
Any additional premium expense to obtain this additional coverage shall be
paid by Buyer.
b. Copies of Exceptions. Seller, at Buyer's expense, shall furnish to Buyer:
(1) a copy of any Plat, declarations, covenants, conditions and restrictions
burdening the Land
(2) a copy of all documents listed in the schedule of exception. 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 (Title Documents).
c. Survey. Seller shall provide Buyer and the Title Company, a current
Improvement Survey Plat. The cost for the Survey shall be paid by Seller. The
requirement for a Survey shall be waived if the Title Company agrees, in
writing, to delete from Schedule B of its To Be Issued Title Policy, the standard
printed exceptions number 1 through 5 at no cost to Buyer.
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
3
Documents shall be signed by or on behalf of Buyer and given to Seller on or before
December 21, 2016 for the South Conservation Easement and within 30 days of the
Open Space Master Plan approval as described in Paragraph 15 herein for the North
Conservation Easement, or within five (5) calendar 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,
by December 7, 2016, true copies of all leases and surveys in Seller's
possession pertaining to the Land and shall disclose to Buyer all easements,
liens (including, without limitation, governmental improvements approved, but
not yet installed) 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 for the South Conservation Easement and within 30 days
of the Open Space Master Plan approval as described in Paragraph 15 herein for
the North Conservation Easement. Buyer shall have the right to inspect the
Land to determine if any third party has any right in the Land 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 on or before December 21st, 2016 for the South
Conservation Easement, and within 21 days of Buyer's receipt of off record
matters regarding the North Conservation Easement. 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 and Plat Review. Buyer shall have the right to inspect the
Improvement Survey Plat. No later than December 7, 2016 for the South
Conservation Easement and within 30 days of the Open Space Master Plan
approval as described in Paragraph 15 herein for the North Conservation
Easement, Seller shall deliver to Buyer (i) a current Improvement Survey of the
Land 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 Land, utility lines and utility installations, and
restrictions of record. Cost of the Survey shall be borne by Seller. The
Improvement Survey Plat shall be in a form and content sufficient to cause the
title company to issue an endorsement to its 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 Improvement Survey Plat. Buyer has the Right to Terminate under
subparagraph (e) if the Improvement Survey Plat are not timely received by
Buyer. In the event the Improvement Survey Plat discloses matters which in
4
the Buyer's opinion constitute defects in the merchantability of Seller's title,
Buyer must give Seller written notice of such unsatisfactory title condition(s) no
later than December 21, 2016 for the South Conservation Easement, and within
21 days of delivery of the Improvement Survey Plat for the North Conservation
Easement. If Buyer in fact gives such notice to Seller in a timely manner, the
provisions of subparagraph (e) of the Contract shall apply thereto. If no such
notice is timely given, Buyer shall be deemed to have waived any objections to
matters shown on the Improvement Survey Plat. If written notice by or on behalf
of Buyer of any unsatisfactory condition shown by Improvement Survey Plat
is received by Seller on or before December 21,2016 for the South Conservation
Easement, and within 21 days of the delivery of the Improvement Survey Plat for
the North Conservation Easement, then such objection shall be deemed an
unsatisfactory title condition. If Seller does not receive Buyer's notice by
December 21 , 2016 for the South Conservation Easement, and within 21 days
of delivery of the Improvement Survey Plat for the North Conservation Easement,
Buyer accepts Improvement Survey Plat as satisfactory.
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
CIRCUMSTANCES ARISE RESULTING IN THE 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 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 nominal expense to correct the same prior to
Closings. If such unsatisfactory title,survey or Special Taxing District condition
is not corrected in Buyer's sole subjective discretion on or before Closings,this
Contract shall then terminate; provided,however, Buyer may,by written notice
received by Seller on or before Closings, waive objection to such items.
f. Title Advisory. The Title Documents affect the title, ownership and
use of the Land and should be reviewed carefully. Additionally, other matters
not reflected in the Title Documents may affect the title, ownership and use
5
of the Land, 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 land use, development and environmental matters.
C. PROPERTY DISCLOSURE, INSPECTION AND INSURABILITY;
BUYER DISCLOSURE. Seller agrees to provide Buyer with a Seller's Property
Disclosure(Vacant Land) 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 Land. If the physical condition of
the Land is unsatisfactory in Buyer's sole subjective discretion, Buyer shall, on
or before December 21, 2016 for the South Conservation Easement, and within
30 days of the Open Space Master Plan approval described in Paragraph 15 herein
for the North Conservation Easement.
(1) notify Seller in writing that this Contract is terminated, or
(2) provide Seller with a written description of any unsatisfactory physical
condition which Buyer requires Seller to correct ("Notice to Correct").
If written notice is not received by Seller on or before December 21, 2016 for the
South Conservation Easement,and within 30 days of the Open Space Master Plan
approval described in Paragraph 15 herein for the North Conservation Easement,
the physical condition of the Land 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 within
twenty (5) days of such Notice to Correct, this Contract shall terminate one
calendar day following the resolution deadline set forth above, unless before
such termination Seller receives Buyer's written withdrawal of the Notice to
Correct.
c. Insurability. This Contract is conditioned upon Buyer's satisfaction, in
Buyer's subjective discretion, with the availability, terms, conditions and
premium for property insurance. This contract shall terminate upon Seller's
receipt, on or before December 21 , 2016 for the South Conservation
Easement,and within 30 days of the Open Space Master Plan approval described
in Paragraph 15 herein for the North Conservation Easement, of Buyer's Written
Notice that such insurance was not satisfactory to Buyer. If said Notice is not
timely received, Buyer shall have waived any right to terminate under this
provision.
d. Damage, Liens and Indemnity. Buyer is responsible for payment for all
inspections, surveys, and engineering reports or for any other work performed
at Buyer's request and shall pay for any damage which occurs to the Land as a
6
result of such activities. Buyer shall not permit claims or liens of any kind
against the Land for inspections, surveys, engineering reports and for any other
work performed on the Land 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 subsection, including Seller's reasonable
attorney and legal fees. The provisions of this subsection shall survive the
termination of this contract.
5. SOUTH AND NORTH CONSERVATION EASEMENT CLOSINGS. At the
Closings, Seller shall execute and deliver to Buyer or its assigns the South Conservation
Easement, and North Conservation Easement, respectively. The Land shall be free and
clear of all liens, encumbrances and other exceptions, except such easements,
restrictions and other exceptions as are of record and are approved by Buyer during the
Inspection Period. The South Conservation Easement closing shall be on or before
December 29, 2016, unless this date is changed by mutual agreement. The North
Conservation Easement closing shall be within 60 days of Pitkin County's approval of the
Open Space Master Plan as provided in Paragraph 15,below.
6. CONDITION OF THE PROPERTY AND THE LAND, REPRESENTATIONS.
As of the date of this Agreement and the date of Closings, Seller warrants and
represents the following:
A. Seller is the record owner of the Land.
B. Besides certain litigation of public record between Seller and the Roaring Fork
Club, there are no actions, suits, proceedings or investigations pending or, to
Seller's knowledge threatened, against or affecting the Land, or arising out of
Seller's conduct on the Land. In addition,Seller discloses herein that the Town of
Basalt (Basalt) has requested Seller to allow the construction of certain berms on
the Property,which Seller has declined to allow. Seller is unaware whether Basalt
may make such request in the future.
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 Land in those cases where
noncompliance would have a material adverse effect on the Land.
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 Land or holds an option or right of first refusal or a right of
access across the Land other than as disclosed in the exceptions noted on
Schedule B-2 of the Title Commitment.
7
E. The Land, 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 Land, 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 Land or transported
to or from the Land any Hazardous Materials nor does Seller intend to use the
Land 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 Eagle and Pitkin Counties, 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","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 Land. Seller hereby
discloses the presence of two underground gas tanks that have not been used since
the mid 1970's. The tanks are either 250 or 500 gallons each. One tank was used
for diesel gas and the other for regular gas.
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 Land prior to Closings to verify that
the physical condition of the Land complies with this contract.
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
7. CONDITION OF LAND, LIABILITY. Seller has made certain representations and
warranties concerning the Land and its condition. During the Inspection Period the
Buyer has the right to inspect the condition of the Land. 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 Land.
8. TAXES. Seller shall pay all general taxes and assessments and all sale, excise, transfer
and deferred and recapture taxes of any type, for the Land for the current year and all
years prior to Closings. Seller shall remain responsible for payment of taxes for the Land
encumbered by the Conservation s.
9. PRESERVATION OF LAND; RISK OF LOSS. Except as otherwise set forth herein,
Seller agrees that the Land shall remain as it now is until Closings, and that Seller agrees
that it shall neither use nor consent to any use of the Land for any purpose or in any
manner which would adversely affect Buyer's intended acquisition of the Easements.
This covenant expressly precludes any mining of any type on the Land. In the event
that Seller shall use or consent to such use of the Land, Buyer may, without liability,
refuse to accept the conveyance of the Easements, in which event the earnest money
plus all accrued interest shall be refunded.
10. COSTS AND FEES. Closings fees shall be paid by the Buyer. The premium for the
title insurance policy described above shall be paid by Buyer.
11. 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 performance
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
9
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)
To 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.
C. COSTS AND EXPENSES. In the event of any arbitration or litigation
relating to this contract, the arbitrator or court shall award to the substantially
prevailing party all reasonable costs and expenses, including attorney and legal
fees.
12. 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:
St. Jude's Company
PO Box 885 Basalt
Colorado 81621
Phone 970-927-3843
Fax 970-
Email:
bvroom@innovativelubrications.com
With copy to:
Preston Fox, Esq
205 S. Mill St., Ste. 301A
Aspen, CO 81611
Phone: 970-920-0105
Fax: 970-920-0106
Email: preston(cdfoxpc.net
(Counsel)
If to Buyer:
Pitkin County Board of County Commissioners Attn.
Dale Will, Director,
Pitkin County Open Space and Trails
10
806 West Hallam St.
Aspen, CO 81611
Phone 970-920-5203
Fax: 970 920-5198
Email: Dale.Will@pitkincounty.com with a copy to:
John Ely, Pitkin County Attorney
123 Emma Road, Ste. 204
Basalt, CO 81621
Phone 970-920-5190
Fax: 970 920-5198
Email: John.Ely@pitkincounty.com
13. MISCELLANEOUS.
A. BROKER'S COMMISSION. Seller and Buyer each represents to the other
that they have not contracted 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 purposed of this
Agreement provided that such other 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.
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.
11
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.
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 to Contract
for Sale of convey the Land 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 Contract shall be the District Court
for 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 Closings an
affidavit, on a form acceptable to Buyer, signed by Seller that no labor or
materials have been furnished to the Land within the statutory period for the
filing of mechanics' or materialmen's liens against the Land, 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#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 Land.
O. ATTORNEYS' FEES. In the event of any action for breach of, to enforce the
provisions of, or otherwise involving this Agreement, the court in such action
shall award a reasonable sum as attorneys' fees to the party who, in light of the
issues litigated and the court's decision on those issues, was the substantially
prevailing party in the action. If a party voluntarily dismisses an action, a
12
reasonable sum as attorneys' fees shall be awarded to the other party.
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 Contract 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 17 above.
S. MEDIATION. If a dispute arises relating to this contract, 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 contract, 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 contract 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 Contract is terminated, all payments and
13
things of value received hereunder shall be returned and the parties shall be
relieved of all obligations hereunder.
14. BUYER'S CONTINGENCY; FORMAL COUNTY APPROVAL. Notwithstanding
the signature hereto by the Open Space and Trails Acquisitions Director recommending
approval, the obligation of Buyer to perform hereunder is expressly conditioned upon
the adoption by the Pitkin County Board of County Commissioners of an ordinance
authorizing the acquisition of the Property by Buyer under terms substantially the same
as set forth in this Agreement. In the event such ordinance is not duly adopted on or
before December 21,2016 or any extension thereof as the parties may, in writing, agree,
either Seller or Buyer may, upon written notice to the other, terminate the offer to
contract whereupon Buyer shall be entitled to a prompt return of all Earnest Money paid.
In the event such ordinance is timely adopted, Buyer shall, at the request of Seller, re-
execute this Contract by signature of the Chair of the Pitkin County Board of County
Commissioners or the Chair's designee. In the event the terms of the ordinance are
different from this Contract, the terms of the ordinance shall control and become
incorporated into this Contract.
15. CONTINGENCY REGARDING OPEN SPACE MASTER PLAN APPROVAL. In
connection with Buyer's proposed purchase of the North Conservation Easement as provided
for herein, Seller will pursue Pitkin County's approval of a an Open Space Master Plan as
provided in Section 20-40-170 of the Pitkin County Land Use Code reserving vested approvals
to the Seller as outlined on Exhibits B and E. The Parties agree that the North Parcel
Conservation Easement Closing contemplated herein is contingent on the Open Space Master
Plan Approval by the Board of County Commissioners. In the event that Pitkin County fails to
grant the Open Space Master Plan Approval in a form acceptable by Seller on or before
December 1, 2017, and this condition is not otherwise waived by the Seller and Buyer,then the
contract provisions related to the North Conservation Easement shall automatically terminate as
of such date, and Buyer shall receive the prompt refund of Buyer's earnest money hereunder.
16. SURVIVAL,All of the warranties and representations contained in this Contract of an
ongoing nature or intended to survive shall survive the actual closing of the transaction
contemplated thereby.
17. EFFECTIVE DATE. The Effective Date of this Agreement shall be the last date signed
by either party.
18. NOTICE OF ACCEPTANCE, COUNTERPARTS. 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 on or before November 2 9, 2016. If Seller
receives a signed counterpart within said time period, this document shall become a contract
between Seller and Buyer.
[This Space Intentionally Left Blank. Signatures on the Following Page.]
14
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date
first above written.
SELLER:
St. Jude's Co.
J
By: �_. .0 A F�c� Date: //-J -I
BY d' JCL�cr,� / l�il���� Date://-
BUYER:
PITKIN COUNTY BOARD OF COUNTY COMMISSIONERS
Rachel E. Richards, Chair Jeanette Jones, Deputy County'Clerk
Pitkin County Board of County Commissioners
Date: Date:
RECOMMENDED FOR APPROVAL:
))
Dale Will, Acquisition Dir ctoY
Open Space and Trails Program
15
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date
first above written.
SELLER:
St. Jude's Co..
By: >� dileDate:
BUYER:
PITKIN COUNTY BOARD OF COUNTY COMMIS S ERS
14/0/yeutA / f,
_ _
Rachel E. Ric erds, Chair Je. tte Jones, Deput County Clerk
Pitkin County Board of County Commissioners
Date: 76 Date: 0/(�
RE O ,varNDED 4I A RO AL:
• 1
n /
Dale Will, Acquis ionDirector
Open Space and Trails Program
15
EXHIBIT A
PROPERTY DESCRIPTION - SOUTH PARCEL
A PARCEL OF LAND SITUATED IN TRACTS 58, 60 AND 63, SECTION 17, 18, 19 AND 20
TOWNSHIP 8 SOUTH, RANGE 86 WEST OF THE SIXTH PRINCIPAL MERIDIAN,
COUNTY OF PITKIN, STATE OF COLORADO, SAID PARCEL BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT ANGLE POINT 6 TRACT 58, A 2 1/2" 1926 GLO BRASS CAP IN
PLACE, THE POINT OF BEGINNING; THENCE S05°19'49"W ALONG THE EASTERLY
BOUNDARY OF TRACT 63 A DISTANCE OF 200.75 FEET; THENCE LEAVING SAID
EASTERLY BOUNDARY S38°17'47"W ALONG THE WESTERLY BOUNDARY OF THE
ROARING FORK CLUB, BLOCK 2, LOT 3 ACCORDING TO THE PLAT RECORDED IN
PLAT BOOK 56 PAGE 54 A DISTANCE OF 354.97 FEET; THENCE CONTINUING
ALONG SAID WESTERLY BOUNDARY S58°29'09"W A DISTANCE OF 501.53 FEET;
THENCE CONTINUING ALONG SAID WESTERLY BOUNDARY S54°28'24"W A
DISTANCE OF 532.95 FEET TO A POINT ON THE SOUTHERLY BOUNDARY OF SAID
TRACT 63; THENCE LEAVING SAID WESTERLY BOUNDARY N88°52'39"W ALONG
SAID SOUTHERLY BOUNDARY A DISTANCE OF 448.76 FEET TO ANGLE POINT 3
TRACT 63, A 2 1/2" 1926 GLO BRASS CAP IN PLACE; THENCE LEAVING SAID
SOUTHERLY BOUNDARY NO3°45'15"E ALONG THE WESTERLY BOUNDARY OF SAID
TRACT 63 A DISTANCE OF 1086.99 FEET TO ANGLE POINT 2 TRACT 63. A 2 1/2" 1926
GLO BRASS CAP IN PLACE; THENCE LEAVING SAID WESTERLY BOUNDARY
N88°25'09"W ALONG THE SOUTHERLY BOUNDARY OF TRACT 60 A DISTANCE OF
2597.53 FEET TO ANGLE POINT 3 TRACT 60, A 2 1/2" 1926 GLO BRASS CAP IN PLACE;
THENCE LEAVING SAID SOUTHERLY BOUNDARY N00°24'49"E ALONG THE
WESTERLY BOUNDARY OF SAID TRACT 60 A DISTANCE OF 1292.63 FEET TO
ANGLE POINT 2 TRACT 60, A 2 1/2" 1926 GLO BRASS CAP IN PLACE; THENCE
LEAVING SAID WESTERLY BOUNDARY S88°35'00"E ALONG THE NORTHERLY
BOUNDARY OF SAID TRACT 60 A DISTANCE OF 1382.78 FEET TO ANGLE POINT 3
TRACT 58, A 2 1/2" 1926 GLO BRASS CAP IN PLACE; THENCE LEAVING SAID
NORTHERLY BOUNDARY N00°48'57"E ALONG THE WESTERLY BOUNDARY OF
SAID TRACT 58 A DISTANCE OF 352.55 FEET TO A POINT ON THE SOUTHWESTERLY
RIGHT-OF-WAY OF THE 100' DENVER AND RIO GRANDE RAIL ROAD;THENCE
LEAVING SAID WESTERLY BOUNDARY S57°19'24"E ALONG SAID
SOUTHWESTERLY RIGHT-OF-WAY A DISTANCE OF 3180.84 FEET TO A POINT ON
THE EASTERLY BOUNDARY OF SAID TRACT 58; THENCE LEAVING SAID
SOUTHWESTERLY RIGHT-OF-WAY S00°54'54"W A DISTANCE OF 8.40 FEET TO THE
POINT OF BEGINNING, SAID PARCEL CONTAINING 119.661 ACRES MORE OR LESS.
PROPERTY DESCRIPTION-NORTH PARCEL
A PARCEL OF LAND SITUATED IN TRACTS 56, 58, 60 AND 63, SECTION 17, 18, 19
AND 20 TOWNSHIP 8 SOUTH, RANGE 86 WEST OF THE SIXTH PRINCIPAL
MERIDIAN, COUNTY OF PITKIN, STATE OF COLORADO, SAID PARCEL BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT ANGLE POINT 8 TRACT 58, A 3 1/4" ALUMINUM CAP L.S. NO.
20632 IN PLACE; THENCE ALONG THE NORTHERLY BOUNDARY OF SAID TRACT 58
N86°11'00"W A DISTANCE OF 854.24 FEET TO A POINT ON EASTERLY BOUNDARY
OF PARCEL 1 AS DESCRIBED IN BOOK 279 AT PAGE 604 OF THE PITKIN COUNTY
CLERK AND RECORDER'S OFFICE, THE POINT OF BEGINNING; THENCE ALONG
SAID NORTHERLY BOUNDARY S86°11'00"E A DISTANCE OF 79.05 FEET TO A POINT
IN THE CENTERLINE OF THE ROARING FORK RIVER;THENCE LEAVING SAID
NORTHERLY BOUNDARY ALONG SAID CENTERLINE THE FOLLOWING SIX (6)
COURSES;
1.S46°25'51"E A DISTANCE OF 113.55 FEET
2.S51°33'27"E A DISTANCE OF 173.27 FEET
3.S42°15'05"E A DISTANCE OF 292.61 FEET
4.S42°57'10"E A DISTANCE OF 257.90 FEET
5.S23°33'45"E A DISTANCE OF 196.47 FEET
6.S34°06'17"E A DISTANCE OF 253.74 FEET TO A POINT ON THE EASTERLY
BOUNDARY OF SAID TRACT 58; THENCE LEAVING SAID CENTERLINE S02°19'40"E
ALONG THE EASTERLY BOUNDARY OF SAID TRACT 58 A DISTANCE OF 396.29
FEET TO ANGLE POINT 7 TRACT 58, A 2 1/2" 1926 GLO BRASS CAP IN PLACE;
THENCE CONTINUING ALONG SAID EASTERLY BOUNDARY S00°54'54"W A
DISTANCE OF 1332.48 FEET TO A POINT ON THE SOUTHWESTERLY 100'RIGHT-OF-
WAY OF THE DENVER AND RIO GRANDE RAIL ROAD; THENCE LEAVING SAID
EASTERLY BOUNDARY N57°19'24"W ALONG SAID SOUTHWESTERLY RIGHT-OF-
WAY A DISTANCE OF 3180.84 FEET TO A POINT ON THE WESTERLY BOUNDARY OF
SAID TRACT 58;THENCE LEAVING SAID SOUTHWESTERLY RIGHT-OF-WAY
N00°48'57"E ALONG THE WESTERLY BOUNDARY OF SAID TRACT 58 A DISTANCE
OF 2406.46 FEET TO ANGLE POINT 2 TRACT 58, A 3 1/4" 1971 ALUMINUM CAP L.S.
NO. 3317 IN PLACE; THENCE LEAVING SAID WESTERLY BOUNDARY S88°03'09"E
ALONG THE NORTHERLY BOUNDARY OF SAID TRACT 58 A DISTANCE OF 813.00
FEET TO A POINT ON THE WESTERLY RIGHT-OF-WAY OF STATE HIGHWAY NO. 82;
THENCE LEAVING SAID NORTHERLY BOUNDARY S42°23'17"E ALONG SAID
WESTERLY RIGHT-OF-WAY A DISTANCE OF 398.51 FEET TO RIGHT-OF-WAY
MARKER NO. 809, A 3 1/4" ALUMINUM CAP IN PLACE; THENCE CONTINUING
ALONG SAID RIGHT-OF-WAY S44°49'13"E A DISTANCE OF 400.01 FEET TO RIGHT-
OF-WAY MARKER NO. 820, A 3 1/4" ALUMINUM CAP IN PLACE; THENCE
CONTINUING ALONG SAID RIGHT-OF-WAY S42°11°41"E A DISTANCE OF 440.05
FEET TO A POINT ON SAID EASTERLY BOUNDARY OF PARCEL 1 AS DESCRIBED IN
BOOK 279 AT PAGE 604; THENCE LEAVING SAID RIGHT-OF-WAY S14°06'22"E
ALONG SAID EASTERLY BOUNDARY A DISTANCE OF 427.72 FEET; THENCE
CONTINUING ALONG SAID EASTERLY BOUNDARY SO4°23'38"W A DISTANCE OF
62.11 FEET TO THE POINT OF BEGINNING, SAID PARCEL CONTAINING 151.536
ACRES MORE OR LESS.
EXHIBIT B
MAP OF PROPERTY
;,1 ii-U = 4 1 .' i 11ir- ';': III
I, -ME; gi i ii g i Pi ill'I IP -: :. .- 0411; t igl 1 Oil ; 1 ii:
; 1 1 i•;: 4! 1 43; 7! ; 4 qa ; id 4, 4,, \ Isilfifi 5 iii I iii ti! r . • 1
1 t 1 E 10:P k 1 161 tfl I Ili EV ._siliiN I' 1 i 1 . ntl IL IP ,
1 : 1 h7. I 0 1 ' gs-511 I IP 4V.;;:t $iRIIKS- - ; ; i ; iii;" li a'i . r
>4 lip 9 .,. I 1 ar ir = 'i
, 1 i In,? ilifil.f. 1 ;i ,i I iv - -- -0 ,p5 1 1 1. ' : . , 1.- ' -° :=------- • / ./
Iii f il 0 !PI ii afi ; 40 d ' se :: ° Cr, Fl 4 illi .i /
t'F“:. 0, 5 1, i r r s -RR 1 1 Ilkx11:2 i ad! I-1 IF, 0 ' '1.- '11!' 4i1V / ..H .•
et,- '1. / I -.1 0 a ;JR ! ; lipolq I ,"Rt I ji l' ' il Elg 1 ' /q* ., ,.
0 II!1 ' i 1 11 i; 1?-1 t 114P1L, OA II/ r g gill
_,,,,- Ala ji
I 11111 I'l r.' : r,t------,-..,, - i • i'
1 ji!. 1 ! e il ill !' ..6811
1 ii4.0. i pi 41 ; .....-,,i / -E
F id i 11 4 ! !:11
k
! J/lill i 111: )1,-"40,,,,,
iseie>
11 'I" 1 0 li Pi i 111 iiiiiii
g8s
1 I 0 1 .r . \ /11,:::'-, Y l'.. -'
4,...„:„4 il ‘,. /
i
4 kl i . I g ii i PI ,i
1 .1.. is
• ,9 1 ; i q e: 1 i Xi .2"\, • Ili il „.;
ill•c// ., 1 pg ,40, r
!:
iii
. -
•
I
6 . Igo VA,
11 '
. : 1 F •-•-•'e---00041? - .1/4) .„...-!"--,--- .------ • --:;•----le."+ .. q
. . 4
41.- id ./ • pi- i1 hell vi -Mg Ei
id. Ail •C',1:' ,/
•H'i
, Ititilrngilt . ' ' ii -i 4'4.-
JJA3015135 ! .
•
i
/ j
, / \ ,,
.194;trirli;;;1 1 ,
,--"`
/ ......m•
Iv;
1111111111111: ir s9
1 .4",,igai /,,,V.
, ti nl../4:!.;,•/ t. -31 --/. 1
la:.=I A Ni / ' ,..,„;;-:r) cii
/e '24/141 r 4
-, 4/,;,// l'' \
1 / 3) '; '
f.!,Si
ill
/
1
IN illt 1 4/ 3, .7!! '7=
e.! '--:
ql 1 ri 7///1
eh
41 ---nt-
1 if/ > ---N\ 1:i e %/ s' .0 2.1 -7..' K. ,..'/ cil•1.„
i a,
.. i,,,
',!!! h;:• !. pi i-- g "r; ,,' - /-a ! 711 ‘,..t :::.!
. 0'.77 '' fl ,..y i
I 11 11/ / / n Nyi_;,,!,,,-.'.1 • AK.
sal 0 - ••/'
f. _ , , '. '-:.-- '. 't;
111 i'l'' '- • .
' w it .,i 0
/ , -, , 7 ,-/' pi ' iti 0 =1 F.
,., 1 0 / ,,„
hi -,, ...- y ,..i.
pg.,S5 .11‘. 1/ €F:
- 8 21•-: '
I
m(g, y i • • /,1F1 . ....- rii '
•
oi ,i // , ill ,,- _. ,.. 10..• ' Iiil 0,
1 i
/ / --4T., ••• -- - ,.. C' I.• I
ill rg Itl' "'- 'ri./.../, o/,, ''' / ,...//,,I•is \ ....''',7 .'".
: i t ' -Ai va El i 5 ivi FP' NiflPiii iiri Z
._ NEpaill ANifiiiiiiii pi ; ill Plifilliiii1WINIIII1141,41/1,11110.111111,111...11 ,1.1 ,
' 11111111100111111111111111iiiiv!'lii; .111 ' ' ; il 41.4.iiViiiiii100110i.0.1i!i11.45 .1111.11. Ili'
1 i''l "Jiqgq!"3- 2 1-* 211211111i''' ri '•1 1 11111iii"%iiiPilliGi110114111";f11111iiiii11211181i kl!i 6 ;
i f ilsigsiris.1 P10111111E0 y.fir4 1 416 114 7. 111 1„, .41ilig 1110 Ali 1---1 v 014E-,111111011-1 K 131/
l'ill11111111°111111111511 igliAlli; III illii iiiiiiiiii11011391$ 111111111111°114111111Prillillil ilil '
' 111!IpTlitibinaill14:-'1101111iii iii 1101 11.1e4i'll'ulilii#1111-%T-14 silik4liii WWII I"! -
111111i41111411411114"461"1:111 II' 116i 1i111110;141011111011411111411111;l111 - - Pilii0 illi -
11& s !
IR!! Ifilif 0.81 WI OM Ili la iill' iiiiiillh11111.111111;q111.11111011°I; Ili !IV ;II 7;
7 :411 15401411 1. - 1 ill il / 1 ,11.1 41i. el 1.1 ° 1-1 !.,11 .1. .I1
1 611i 11!.1/0411 iiii11111 : 1 i , '01i. 1.101'1 011111P11 IVE1.4 41!!141i 1 I./ Ili I/6
LW pilpilii /a ..12 ,I
0111411 1p /1/ ii. 1 J141.161l1141;110.64111111011014N41 wi. 1 , 1
, v 1111!'Is Tr ri I ill Hi I I qiiinlinili I Win% 0 ON 15. F , .4;. -.7, ,- -,--
a a 1 :Ilia r; E lil
! 1 i RI r htil ! i 114 t 1 1 1 Hillr411 3111011.4111 rlqi li '. !. ;.7.-.7-"-i) ''':'•.;114 1
i eilliP° 11!
1 I-a- Ile i I fi f- '.. 1:-• IniRigi;#11- No li !;E'' ),/-L 5w/,e"1 •-r• ,
iP g
::,- .1 11 ! r , • !.'i
.hg
• 0
E , 1 li. *Oilteq gir":1i1P ii,A! 1 :; --").- 1,.:',* ''''-•----L'el .
i 2 inhailvid. ii ,1.0.1,Eet gog, II 'a :f3 • ) f i s• ' -.1.: .;t1 '
° I .19°Lvi -1:l vLiaa5PY3 WO' 3. lag b i?-;
7.
i'l i i .:1 ! „ 8 " i ir _ . .' r‘.• • ," 1.
11 I
I ri, ill hil 1 ;I
we 0 ii
i I i 11.1Bppi:hi imIldliihe 17.19 5: pi , : ''',-', \\ 10.'-1 I • ..0•I
11 8 P 4 sai i $114 1st!. .. 'dill xsil al 1? .1
1 1 gl
41: ! ; 1 110 1ha
- /11[911'''
. -,I- •
, I 1
1 gi -2i'is Iry 1# 11
I ;I° gliiiiin i ihP:1/1 '''I -* i • ' - ..4`,•-•---. 1:
i 1
' •:: --;"-",' .,-,--'
• i 110
.i3,-;:;'• ...(
1 1%11;1111;U iii li:F0'; "1g i '
31 ,,:!•,..c-F,. 1-":4/. (-'-'1,---. .,f
= 1 i
gli it ilhell"' Igili:V; 1 ii ;
- g -
_ i a
EXHIBIT C
All appurtenant water rights including but not limited to the following:
Grace and Shehi 9.1 CFS
Home Supply 2.04 CFS
John Cerise 3.20 CFS
Red Rock Bluff 5.00 CFS
Cerise and Arbany 5.00 CFS
U RECEPTION#: 635081, 12/30/2016 at
10:28:47 AM,
1 OF 28, R $0.00 Doc Code DEED
CONSERV
Janice K.Vos Caudill, Pitkin County. CO
Recording requested by and return to
Pitkin County Board of County Commissioners
530 East Main Street
Aspen,Colorado 81611
DEED OF CONSERVATION EASEMENT
FOR THE
ST.JUDES RANCH
Al: THIS DEED OF CONSERVATION EASEMENT ("Deed") is granted effective as of the
fj day of 0 CC eva:,p", 2016, by ST. JUDE'S CO., whose address is 0132 Emma Road,
Basalt, CO 81623 ("Grantor"), to the BOARD OF COUNTY COMMISSIONERS OF PITKIN
COUNTY,COLORADO, a body corporate and politic, whose address is 123 Emma Road, Suite
106, Basalt, Colorado 81621 ("Pitkin County") ("Grantee"), for the purpose of forever conserv-
ing the open space character, agricultural productivity, wildlife habitat, and scenic qualities of
the subject property.
WITNESS THAT:
Grantor is the sole owner in fee simple of the ranch property("the Property")which legal
is specifically described on Exhibit A attached hereto and depicted on Exhibit B attached hereto,
consisting of approximately 120 acres of land more or less, together with buildings, other im-
provements and the Water Rights as defined herein, and all other appurtenances located in Pitkin
County, State of Colorado.
The Property is agriculturally productive and is an important part of the agricultural land-
scape in Pitkin County. The Property consists primarily of irrigated hay meadows, dryland pas-
ture and a remnant of the Cottonwood forest along the Roaring Fork River. Grantor utilizes the
Property for cow-calf operations on a year-round basis and for hay production. Senior water
rights enhance agricultural and biological productivity.
In accordance with the United States Internal Revenue Code of 1986 ("IRC") and Treas-
ury Regulation 1.170A-14(d)(4) regarding preservation of open space, preservation of the Prop-
erty will yield a significant public benefit,and will add to the scenic and open space character of
the landscape in Pitkin County. The agricultural uses of the Property permitted by this Deed are
consistent with existing private conservation programs in the area. The Property is of importance
in preserving a local and regional working landscape. The Property is adjacent to and provides a
1- buffer to property held by the Bureau of Land Management. Protection of the Property will pro-
vide a significant public benefit. The Property is also adjacent to and provides a buffer to other
lands and conservation easements owned by Pitkin County and the Aspen Valley Land Trust in-
cluding the Grace Shehi Open Space, Grange Ranch Conservation Easement, and the Emma
(((���� Open Space.
Y In accordance with the IRC and Treasury Regulation 1.170A-14(d)(3) regarding the pro-
tection of a natural environmental system or habitat, preservation of the Property will provide
significant relatively natural habitat in which fish, wildlife, or plant communities,or similar eco-
2004257_9
co-20042579 12,18/2016
systems normally live. The Property is habitat for mule deer and elk,and bald eagles roost on the
Property during the winter months. Other wildlife found on the property include voles,mountain
lion,and black bear.Protection of the Property will help to ensure the biological integrity of oth-
er public lands.
In accordance with the IRC and Treasury Regulation 1.170A-14(d)(4)(ii) regarding sce-
nic enjoyment, this Deed provides for the preservation of land for the scenic enjoyment of the
public. Preservation of the Property is important to maintaining the scenic character of the local
rural landscape. Development of the Property would destroy a compatible pattern of agricultural
land uses that includes the Property and surrounding properties including lands administered by
the Bureau of Land Management.The Property is visually accessible to the general public travel-
ing along Colorado State Highway 82 and the Rio Grande Trail.
The preceding four paragraphs concerning the agricultural productivity, open space char-
acter, wildlife habitat, and scenic qualities of the Property collectively represent the "Conserva-
tion Values"of the Property as such tens is used throughout this Deed.These Conservation Val-
ues are of great importance to the Grantor, the people of Pitkin County, and the people of the
State of Colorado.
The Conservation Values, agricultural,ecological and other characteristics of the Proper-
ty, and its current use and state of improvement. are described in a Baseline Inventory Report
(the "Baseline Report")dated UCCeuv'bes- 7d . 2016,and prepared by Paul Holsinger,
Agriculture and Conservation Easement Administrator for Pitkin County Open Space and Trails
Department with the cooperation of Grantee. The Baseline Report describes the present condi-
tion of the Property, and has been approved by both Grantor and Grantee. The Baseline Report
will be used by Grantee to assure that any Inure changes in the use of the Property will be con-
sistent with the terms of this Deed. However, this report is not intended to preclude the use of
other evidence to establish the present condition of the Property if there is a controversy over its
use.
The conservation purposes of this Deed are recognized by,and the grant of this Deed will
serve,at least and without limitation,the following clearly delineated governmental conservation
policies:
• The Farmland Protection Policy Act., P.L. 97-98, 7 U.S.C. §§4201, et .seq.,
whose purpose is "to minimize the extent to which Federal programs contribute to the un-
necessary and irreversible conversion of farmland to nonagricultural uses, and to assure that
Federal programs are administered in a manner that, to the extent practicable, will be com-
patible with State, unit of local government and private programs and policies to protect
farmland."
• Colorado Revised Statutes §35-3.5-10I, which provides in part that "It is the
declared policy of the state of Colorado to conserve, protect, and encourage the development
and improvement of its agricultural land for the production of food and other agricultural
products."
• Colorado Revised Statutes §§38-30.5-101. 102, et seq., providing for the estab-
2061251 9 12282016 2
lishment of conservation easements to maintain land "in a natural, scenic or open condition, or
for wildlife habitat, or for agricultural ... or other use or condition consistent with the protec-
tion of open land having wholesome environmental quality or life-sustaining ecological diver-
sity, . . . "
• The Colorado Wildlife and Parks and Outdoor Recreation statutes, Colorado
Revised Statutes §33-I-101,et seq.,which provide that"it is the policy of the state of Colorado
that the wildlife and their environment are to be protected, preserved, enhanced, and managed
for the use, benefit and enjoyment of the people of this state and its visitors."
• The Pitkin County Land Use Code which states that the preservation of wildlife
habitat, open space and agricultural operations conforms with Policies 2-120 (Scenic Quality),
2-160 (Wildlife Management) and 2-240 (Compatibility with Agricultural Lands and Opera-
tions), 2-280 (Compatibility with Public Lands), 2-290 (Access to Public lands) and 7-20-80
(protection of riparian and stream corridors).
• The Colorado Department of Agriculture statutes, Colorado Revised Statutes
§35-3-102(a), which provides, in part,that "the soil resources and fertility of the land, and the ...
prosperity of the farming population . . .and the waters of the rivers . . . are matters affected with
a public interest."
• The Colorado Department of Agriculture statutes, Colorado Revised Statutes
§35-3-102(b), provides, in part, that the "welfare of this state has been impaired . . . by destruc-
tion of its soil fertility, by uneconomic use and waste of its land, by exploitation and wasteful . . .
use of its soil resources."
• Colorado Revised Statutes §38-30.5-102, provides for the establishment of conserva-
tion easements to maintain land "in a natural, scenic,or open condition, or for wildlife habitat, or
for agricultural . . . or other use or condition consistent with the protection of open land, envi-
ronmental quality or life-sustaining ecological diversity."
• The Colorado Wildlife and Parks and Outdoor Recreation statutes, Colorado Revised
Statutes §33-I-101 and §33-10-101, which provide, respectively,that "it is the policy of the state
of Colorado that the wildlife and their environment are to be protected, preserved, enhanced,and
managed for the use, benefit, and enjoyment of the people of this state and its visitors" and that
"it is the policy of the state of Colorado that the natural, scenic, scientific, and outdoor recreation
areas of this state are to be protected, preserved,enhanced, and managed for the use,benefit, and
enjoyment of the people of this state and visitors of this state."
• The Colorado Department of Transportation statutes, Colorado Revised Statutes
§43-1401, et seq., provide that the "preservation and enhancement of the natural and scenic
beauty of this state" is a substantial state interest.
• The Western Governors' Association Policy Resolution 08-21 supports "voluntary in-
centive based methods for preserving open space,maintaining land and water for agricultural and
timber production,wildlife and other values."
•
2004257_9 12r28,2016 3
• The voters of the State of Colorado by adoption of Article XXVII to the Constitution
of the State of Colorado,the legislature of the State of Colorado by adoption of enabling legisla-
tion, and the State Board of the Great Outdoors Colorado Trust Fund (the "Board"), by adopting
and administering competitive grants application and rigorous due diligence review processes,
have established that it is the policy of the State of Colorado and its people to preserve, protect,
enhance and manage the state's wildlife,park,river,trail and open space heritage,to protect crit-
ical wildlife habitats through the acquisition of lands, leases or easements, and to acquire and
manage unique open space and natural areas of statewide significance.
The Grantee is a "qualified conservation organization," as defined by the IRC, and accept
the responsibility of enforcing the terms of this Deed and upholding its conservation purposes
forever.
Pitkin County desires to purchase this Deed. Grantor intends that the property interest
conveyed by this Decd to Grantee be for the exclusive purpose of assuring that,under Grantee's
perpetual stewardship, the Conservation Values of the Property will be conserved and main-
tained forever,and that uses of the land that are inconsistent with these conservation purposes or
that would substantially diminish or impair the Conservation Values will be prevented or cor-
rected. The parties agree, however, that agricultural uses and improvements on the Property are
consistent with the conservation purposes of this Deed.
NOW, THEREFORE, for the reasons given,and in consideration for the purchase price of
$2,000,000 paid by Pitkin County,as a combined payment for this Deed and of their mutual prom-
ises and covenants, Grantor voluntarily grants and conveys to Grantee, and Grantee voluntarily
accepts, a perpetual conservation easement, an immediately vested interest in real property de-
fined by Colorado Revised Statutes §38-30.5-101, et seq., and of the nature and character de-
scribed in this Deed, exclusively for the purpose of conserving and forever maintaining the Con-
servation Values of the Property.
I. Use of Proper. It is the intention of Grantor to preserve and maintain the ability
of the Property to be agriculturally productive, including continuing farming and ranching activi-
ties,to engage in future ranching activities, and to preserve the Conservation Values of the Prop-
erty in perpetuity.The Property may not be used for industrial activities but may be used for oth-
er activities which are not prohibited by the terms of this Deed. Grantor and Grantee agree that
the Property shall remain in agricultural production as further provided in Paragraph 4 below.
2. Rights of Grantee. To accomplish the purpose of this Deed the following rights
are conveyed to Grantee by this Deed:
A. To preserve and protect the Conservation Values of the Property;
B. To enter upon the Property at reasonable times in order to monitor Gran-
tor's compliance with the terms of this Deed;provided that such entry shall be upon prior reason-
able notice to Grantor, which shall typically be no less than forty-eight (48) hours advance no-
tice, and Grantee shall not unreasonably interfere with Grantor's use and quiet enjoyment of the
Property;and
2004257_9 ]242812016 4
C. To prevent any activity on or use of the Property that is inconsistent with
the purpose of this Deed and to require the restoration of such areas or features of the Property
that may be damaged by any inconsistent activity or use.
3. Prohibited Acts. Grantor shall not perform, nor knowingly allow others to per-
form, any act on or affecting the Property that is inconsistent with the covenants herein. Grantor
hereby authorizes Grantee to enforce these covenants in the manner described below. However,
unless otherwise specified, nothing in this Deed shall require Grantor to take any action to re-
store the condition of the Property after any fire, change in climate, Act of God or other event
over which Grantor had no control. Grantor understands that nothing in this Deed relieves them
of any obligation or restriction on the use of the Property imposed by law.
4. Mandatory Agriculture Provisions.
(a) Agricultural Use. Beyond the uses specifically permitted and prohibited, Grantor and
Grantee agree that Grantor, directly or through an operator or operators responsible to Grantor,
shall ensure that the Property remains in `Productive Agricultural Uses," defined as a level of
agricultural uses appropriate to the agricultural capacity of the Property to maximize the produc-
tion, processing, and sale of commercial animal products and/or agricultural crops and fully uti-
lize all water rights appurtenant to the Property decreed for agricultural or irrigation purposes.
(b.) Replacement of Grantor with an Operator. Should Grantor find that it cannot, or that it
does not wish to,continue Productive Agricultural Uses of the Property and must cease, or wish-
es to cease,to engage actively in Productive Agricultural Uses of the Property,then Grantor shall
in good faith promptly seek and retain an agriculture production operator (`Operator") to main-
tain Productive Agricultural Uses of the Property and the other terms of this Deed. Grantor shall
promptly use all available means, including, without limitation, advertising, requests for pro-
posals, and consultation with established Pitkin County and other nearby ranchers and organiza-
tions to obtain a Qualified Operator, as defined below, who will actively engage in Productive
Agricultural Uses of the Property. A "Qualified Operator" is a farmer or rancher with sufficient
knowledge, experience, and financial resources to carry on successful Productive Agricultural
Uses of the Property. Should Grantor be unsuccessful in obtaining a Qualified Operator within a
reasonable period (not to exceed six 161 months), the Grantee shall have the right in accordance
with Grantee's Agricultural Lease Policy then in effect to seek such an Operator subject to ap-
proval by Grantor,which approval shall not be unreasonably withheld.
(c) If it is necessary to retain a Qualified Operator as provided above, Grantor agrees to enter
into an agriculture production lease("Lease")with the selected Qualified Operator,subject to the
terms of this Deed. The Operator/lessee shall be allowed such use of the Property, including,
without limitation, all land previously used for Productive Agricultural Uses, improvements such
as roads, fencing and corals,agricultural equipment, facilities and structures previously used for
Productive Agricultural Uses, and water and power resources, as may reasonably be required to
conduct the required Productive Agricultural Uses of the Property. The Lease shall have a dura-
tion sufficiently long, at least two years, to enable the Operator/lessee reasonably to make the
financial commitments and investments needed for successful Productive Agricultural Uses of
the Property and shall provide for a fair and reasonable rental consistent with then prevailing
commercial practice in the Roaring Fork Valley. The Lease shall include provisions to this ef-
2004257.9 14,28,2016 5
feet satisfactory to Grantee. Any Lease must bind the lessee to the terms of this Deed prior to
executing any Lease, Grantor shall make a copy of the proposed execution version of the Lease
available to Grantee for its review and approval to ensure its consistency with the terms of this
Deed. The commencement and implementation of Productive Agricultural Uses of the Property
by the Operator/lessee shall occur as soon as practicable after approval of the Lease by Grantee
and execution of the Lease.
(d) The process for installing an Operator/lessee set forth above shall be carried out each
time any Operator ceases for any reason to be carrying on Productive Agricultural Uses of the
Property so that Grantor either itself or through an operator is diligently and continuously carry-
ing on Productive Agricultural Uses of the Property in perpetuity.
(e) Grantor recognizes that a material portion of the consideration paid by Grantee to original
Grantors was based on the commitment of original Grantors that original Grantors and their per-
sonal representatives, heirs, successors, and assigns would be legally bound to carry on Produc-
tive Agricultural Uses("Mandatory Agricultural Use")on the Property in perpetuity. Grantee's
remedies at law for any material violation of Grantor's commitment to carry on Productive Agri-
cultural Uses as required by this Deed are inadequate, and Grantee shall be entitled to specific
performance of the commitment to carry on Productive Agricultural Uses as required by this
Deed without the necessity of proving either actual damages or the inadequacy of otherwise
available legal remedies. This right is in addition to the right to injunctive relief,both prohibitive
and mandatory, and such other relief to which Grantee may be entitled. Grantee's remedies de-
scribed in this section shall be cumulative and shall be in addition to all remedies now or hereaf-
ter existing at law or in equity.
5. New Construction of Buildings and Other Structures. The construction of any
building or other structure, except in accordance with subparagraphs A and B below, is prohibit-
ed. Before undertaking any construction that requires advance permission, Grantor shall notify
Grantee of such request. Structures in existence as of the date of this Deed may remain in place,
provided that any expansion thereof shall be in accordance with subparagraphs A through B be-
low.
A. Fences.New and replacement fencing is permitted anywhere on the Prop-
erty for agricultural purposes. When new fencing is constructed on the Property, it will be less
than six feet in height except fencing around stackyards.
B. Wind and Solar Energy Facilities. Hydro-electric facilities may also be lo-
cated on the Property in conformance with Paragraph 19 with the mutual consent of Grantor and
Grantee. A limited number of minor wind, solar and other energy generation facilities that are
not connected to the utility grid and that are primarily for the generation of energy for use in con-
junction with those agricultural activities permitted by this Deed may be constructed anywhere
on the Property. Such facilities shall be sited and constructed or placed so as not to substantially
diminish or impair the Conservation Values.
2004257_9 12282016
6. Subdivision.
A. Limitations on Subdivision. On the date of this Deed, Grantor acknowl-
edges that the Property is comprised of one parcel as depicted on Exhibit B. The further division
or subdivision of the Property, whether by physical or legal process, including but not limited to
the partition of undivided interests, division, subdivision, partition,foreclosure on any portion of
the Property, dissolution of any ownership interest which would divide the Property all through
action of the Grantor or judicially at Grantor's request, into more than one ownership parcels is
prohibited.
7. Development Rights. Grantor hereby grants to Grantee all development rights ex-
cept as specifically reserved herein, and the parties agree that such rights are terminated and ex-
tinguished, and may not be used on or transferred off of the Property to any other property adja-
cent or otherwise.
8. Conservation Practices. Grantor recognizes the importance of good resource man-
agement and stewardship to maintain the Conservation Values for present and future generations.
To this end, all agricultural uses of the Property shall be conducted in a manner consistent with
Grantor's historical use of the Property. Grantor shall comply with and have responsibility for
compliance of the Property with the Colorado Noxious Weed Act and any other governmental
noxious weed control regulations.
9. Five-Year Management Plan.
A. The Property shall be operated and managed in accordance with a land
management plan called "The Management Plan for St. ]odes Ranch"("Management Plan") that
is designed to protect the Conservation Values of the Property and has been dated and signed by
Grantor and Grantee. The Management Plan is attached hereto as Exhibit C. The Management
Plan shall be reviewed, and may be updated, modified or amended in writing by Grantor and
Grantee, at least every five (5) years to address changing management concerns for the Conserva-
tion Values and changing agricultural practices. All subsequent updates and/or amendments to the
Management Plan shall be kept on file with Grantor and Grantee.Grantor and Grantee shall comply
with the Management Plan.
10. Timber Harvesting. Trees may be cut to control insects and disease, to prevent
personal injury and property damage, and for firewood and other domestic uses, including con-
struction of permitted buildings and fences on the Property.
I I. Mining. The commercial mining or extraction of soil, sand, gravel, oil, natural
gas, fuel, coal, or any other mineral substance owned by Grantor as of the date of this Deed or
later acquired by Grantor, using any surface mining method is prohibited.
12. Paving and Road Construction. No portion of the Property shall be paved or oth-
erwise be covered with concrete, asphalt, or any other paving material. No additional mad shall
be constructed for access within the Property,for access to other adjacent properties,or for other
purposes,except for any unpaved road necessary for agricultural production or to provide access
to the buildings currently located on or permitted to hereafter be constructed on the Property or
any road reasonably required for agricultural purposes. After reasonable notice to Grantee, any
2004257 9 1228.2016 7
such road permitted by this paragraph shall be constructed in a manner that does not substantially
diminish or impair the Conservation Values of the Property. Grantor may install utilities for serv-
ing those uses permitted on the Property by the terms of this Deed for the Property.To the extent
practicable, such utilities shall be installed within or adjacent to roadways permitted by this par-
agraph.
13. Trash. The dumping or accumulation of any kind of trash or refuse on the Proper-
ty,other than farm related trash and refuse produced on the Property, is strictly prohibited. Flow-
ever,this shall not prevent the storage of agricultural products and by-products on the Property in
accordance with all applicable government laws and regulations. Notwithstanding the foregoing,
any storage of farm-related trash, refuse, agricultural products and by-products shall be in such a
manner that does not diminish or impair the Conservation Values of the Property.
14. Recreational Uses and Improvements. No recreational building, structure or im-
provement shall be built on the Property, including but not limited to, athletic fields,golf courses
or ranges. race tracks, airstrips, helicopter pads. or shooting ranges. Use of the Property for more
than "de minimis" commercial recreation activity is prohibited. The term "de minimis"shall have
the meaning as set forth in §203I(c)(8)(B) of the IRC and the Treasury Regulations adopted
pursuant thereto. Non-motorized recreational uses are permitted only if they are (i) not commer-
cial, except as permitted by Paragraph 18; (ii) for Grantor and Grantor's invitees only; and (iii)
conducted in a manner that would not substantially diminish the Conservation Values.
15. Motorized Vehicles. Motorized vehicles may only be used in a manner that does
not substantially diminish or impair the Conservation Values of the Property. There shall be no
off-road vehicle courses for snowmobiles, all-terrain vehicles, motorcycles, or other motorized
vehicles. Recreational use of motorized vehicles is prohibited. Nothing in this paragraph is in-
tended to prohibit the use of motorized vehicles for any agricultural or other use permitted by
this Deed.
16. Feed Lot. The establishment or maintenance of a commercial feed lot is prohibit-
ed. For purposes of this Deed, "commercial feed lot' is defined as a permanently constructed
confined area or facility within which the property is not grazed or cropped annually, and which
is used and maintained for purposes of engaging in the commercial business of the reception and
feeding of livestock. Nothing in this section shall prevent Grantor from seasonally confining
Grantor's livestock into an area for any agricultural purposes, or from leasing pasture for the
grazing of livestock owned by others.
17. Commercial Uses. No industrial uses shall be allowed on the Property. Commer-
cial uses are allowed, as long as they are conducted in a manner that is consistent with § 170(h)
of the IRC and the Treasury Regulations adopted pursuant thereto, are consistent with the pur-
poses of this Deed, and do not substantially diminish or impair the Property's Conservation Val-
ues. Without limiting other potential commercial uses that meet the foregoing criteria, the fol-
lowing uses are allowed: processing or sale of farm or ranch products predominantly grown or
raised on the Property; home occupations conducted by and in the home of a person residing on
the Property; professional commercial activities including, but not limited to, real estate broker-
age, insurance, financial planning, and the practice of law conducted by Grantor or related par-
ties; and customary rural enterprises, such as hunting, fishing. faro machinery repair, bed and
2004257_9 12,28,2016 8
breakfasts, livestock veterinary services, and similar enterprises conducted by Grantor or by an-
other person residing on the Property.
IS. Signage or Billboards. No commercial signs, billboards, awnings, or advertise-
ments shall be displayed or placed on the Property, except for appropriate and customary ranch
or pasture identification signs, "for sale" or"for lease" signs alerting the public to the availability
of the Property for purchase or lease, "no trespassing" signs, signs regarding the private leasing
of the Property for hunting, fishing or other low impact recreational uses, signs promoting agri-
cultural products available or produced on the Property, temporary signs promoting special
events on the Property so long as such special events do not substantially diminish or impair the
Property's Conservation Values, temporary signs to promote political candidates and ballot is-
sues, and signs informing the public of the status of ownership. No sibms shall materially ad-
versely affect the Conservation Values of the Property.
19. Water Rights The parties agree that it is reasonable that all water rights beneficial-
ly used on the Property as described in Exhibit D and all water rights not enumerated that arc ap-
purtenant to the Property are encumbered by this Deed. Grantor shall retain and reserve the right
to use any and all water and water rights beneficially used on the Property and all ditches, head-
gates, springs, reservoirs, water allotments, water shares and stock certificates, contracts, wells,
easements and rights of way associated therewith for use in present agricultural production on
the Property, alternative energy facilities as permitted in Paragraph 5(B), or for other lawful uses
sufficient to maintain the Conservation Values of the Property. The parties agree that it is appro-
priate to include the Water Rights in the Deed pursuant to Colorado Revised Statutes §38-30.5 -
102. Grantor shall retain and reserve the right to use the Water Rights or that portion sufficient to
maintain and improve the Conservation Values of the Property and shall not transfer, lease, sell,
abandon, or otherwise separate the Water Rights from title to the Property itself. Grantor may,
with Grantee's approval, transfer, lease for short term, or loan, such portion of the Water Rights
which Grantor demonstrates to Grantee's reasonable satisfaction are not currently necessary for
present agricultural production on the Property and that the Water Rights remaining on the Prop-
erty are sufficient to maintain the Property's Conservation Values. Such approval will be given
by Grantee conditioned upon the use of a statutorily recognized short term lease, agricultural
loan or use of a trust agreement with the Colorado Water Conservation Board or any other entity
which may be authorized to hold such lease, loan, or trust to augment minimum stream flows in
the Roaring Fork River basin rivers and streams. All of these vehicles or any other proposed
loan, lease,transfer or change must be capable of ultimately restoring the Water Rights to use on
the Property. Grantee will assist Grantor with such permitted water leases, loans, transfers, or
changes upon the request of the Grantor.
20. Rights Retained bt Grantor. Subject to interpretation under Paragraph 32 titled
"Interpretation," as owners of the Property, Grantor retains the right to perform any act not spe-
cifically prohibited or limited by this Deed. These ownership rights include, but are not limited
to, the right to exclude any member of the public from trespassing on the Property and the right
to sell or otherwise transfer the Property to anyone they choose.
21. Notice of Intention to Undertake Certain Permitted Actions. The purpose of re-
quiring Grantors to notify Grantee prior to undertaking certain permitted activities is to afford
Grantee an opportunity to ensure that the activities in question are designed and carried out in a
2004257_9 12282016 9
manner consistent with the purpose of this Deed. Whenever notice is required, Grantors shall no-
tify Grantee in writing not less than thirty(30)days prior to the date Grantors intend to undertake
the activity in question. The notice shall describe the nature, scope, design, location, timetable,
and any other material aspect of the proposed activity in sufficient detail to permit Grantee to
make an informed judgment as to its consistency with the purpose of this Deed.
22. Grantee's Approval. Where Grantee's approval is required, Grantee shall grant or
withhold its approval in writing within sixty (60) days of receipt of Grantor's written request
therefor. Grantee's approval may be withheld only upon a reasonable determination by Grantee
that the action as proposed would 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.
23. Responsibilities of Grantor and Grantee Not Affected. Other than as specified
herein, this Deed is not intended to impose any legal or other responsibility on Grantee,or in any
way to affect any existing obligation of Grantor as owner of the Property. Among other things,
this shall apply to:
A. Taxes. Grantor shall continue to be solely responsible for payment of all
taxes and assessments before delinquency levied against the Property by competent authority
(collectively "taxes"). If Grantee are ever required to pay any taxes or assessments on its interest
in the Property, Grantor will reimburse Grantee for the same.
B. Upkeep and Maintenance. Grantor shall continue to be solely responsible
for the upkeep and maintenance of the Property, to the extent it may be required by law. Grantee
shall have no obligation for the upkeep or maintenance of the Property.
C. Liability and Indemnification. If Grantee are ever required to defend
themselves from claims or are required by a court to pay damages resulting from personal injury
or property damage that occurs on the Property, Grantor shall indemnify and reimburse Grantee
for these payments, as well as for reasonable attorney's fees and other expenses of defending it-
self, unless Grantee or any of their agents have committed a negligent or deliberate act that is
determined by a court to be a cause of the injury or damage. In addition, Grantee may request
Grantor to warrant that Grantee are and will continue to be an additional insured on Grantor's
liability insurance policy covering the Property. If so requested, Grantor shall provide certificates
of such insurance to Grantee upon reasonable request on an annual basis.
24. Enforcement. Grantee shall have the right to prevent and correct or require correc-
tion of violations of the terms of this Deed. With reasonable advance notice to Grantor(except in
the case of any ongoing or imminent violation, in which case such notice is not required), Grant-
ee may enter the Property for the purpose of inspecting for violations. If Grantee finds what it
believes is a violation, Grantee may,at its discretion,take appropriate legal action. Upon discov-
ery of any such violation, the Grantee shall immediately notify Grantor in writing of the alleged
violation. The Grantee shall give Grantor sixty (60) days to correct the alleged violation before
filing any legal action. When an ongoing or imminent violation is causing material damage to or
could irreversibly diminish or impair the Conservation Values of the Property, Grantee may, at
its discretion,take appropriate legal action. If the parties cannot resolve the violation themselves,
the parties may mutually agree to an alternative method of dispute resolution, such as meditation.
2004257_9 12280016 10
If a court with jurisdiction determines that a violation may exist or has occurred, Grantee may
obtain an injunction to stop it, temporarily or permanently, in addition to such other relief as the
court deems appropriate. A court may also issue an injunction requiring Grantor to restore the
Property to its condition prior to the violation. In any case where a court finds that a violation has
occurred, Grantor shall reimburse Grantee for all its expenses incurred in stopping and correcting
the violation, including but not limited to reasonable attorneys'fees.
Any failure by Grantee to discover a violation or forbearance by the Grantee to exercise
their rights under this Deed in the event of any breach of any term of this Deed by Grantor shall
not be deemed or construed to be a waiver by Grantee of such term of any subsequent breach of
the same or any other term of this Decd or of any of Grantee's rights under this Deed. No delay
or omission by the Grantee in the exercise of any right or remedy upon any breach by the Gran-
tor shall impair such right or remedy, or be construed as a waiver. The Grantor hereby waives
any defense available to the Grantor pursuant to Colorado Revised Statutes §38-4I-119, or the
defense of laches,estoppel,or prescription.
25. Access.No right of access to the general public to any portion of the Property is
conveyed by this Deed, nor shall such a right ever be construed to have been conveyed by this
Deed.
26. 7 ransfer of Easement: Requirement for Assignment or Enforcement.
A. Transfer by Grantee. With the prior written consent of Grantor (which
consent shall not be unreasonably withheld) Pitkin County shall have the right to transfer the
easement created by this Deed and to assign its rights thereunder to any private nonprofit organi-
zation that, at the time of transfer, is a qualified organization under § 170(h) of the IRC,and un-
der Colorado Revised Statutes §38-30.5-101, et seq., (a "Qualified Organization"), expressly
agrees to assume the responsibility imposed on Grantee by this Deed and agrees that the conser-
vation purposes that this Deed is to advance continue to be carried out. Notwithstanding any-
thing in this paragraph to the contrary, this Deed shall not be transferred by Grantee to any gov-
ernmental entity or public agency without the consent of the Grantor, which consent shall be in
Grantor's sole discretion. If Grantee desires to transfer this Deed to a Qualified Organization hav-
ing similar purposes as Grantee,but Grantor refuses to approve the transfer,a court with jurisdic-
tion shall transfer this Deed to another Qualified Organization having similar purposes and mis-
sion as Grantee and that agrees to assume the responsibility of enforcing this Deed, provided that
Grantor receive notice of and an opportunity to participate in the court proceeding.
B. Transfer by Judicial Process. If the Grantee ever ceases to exist, is no
longer a Qualified Organization, then the Deed shall be assigned to another Qualified Organiza-
tion 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.
2004257_9 12252016 11
27. Transfer of the Property. Any time the Property itself,or any interest in it,is trans-
ferred by Grantor to any third party, Grantor shall pay a transfer fee of$200.00 to Grantee to be
used by Grantee for purposes consistent with its mission. Grantor shall notify Grantee in writing
at least forty-five(45)days prior to the transfer of the Property,and the document of conveyance
shall expressly refer to this Deed.The transfer fee shall be waived if the Property is transferred to
Grantor's heirs or beneficiaries. Grantee shall have the right to record a document in the real
property records in Pitkin County to put such third parties on notice of the requirements of this
paragraph, and of the requirements of Paragraph 39. Failure to provide notice pursuant to this
paragraph or such recorded document shall not invalidate any transfer of the Property.
28. Amendment of Deed. This Deed may be amended only with the express prior
written consent of Grantee and Grantor by an instrument duly executed by Grantor and Grantee
recorded in the real property records of Pitkin County, Colorado. Any such amendment shall be
consistent with the purposes of this Deed and shall comply with § 170(h)of the IRC, or any reg-
ulations promulgated thereunder. Any such amendment shall also be consistent with Colorado
Revised Statutes §38-30.5-101,el seq., or any regulations promulgated thereunder, and shall not
affect the perpetual duration of this Deed.
29. Real Property Interest. This Deed constitutes a real property interest immediately
vested in Grantee. The parties stipulate that this easement has a fair market value equal to forty-
five percent (45%) of the full fair market value of the Property, as unencumbered by the ease-
ment,on the date this Deed is first recorded.
30. Proceeds. The values at the time of this easement shall be those values set forth in
an appraisal by Nash and Associates, dated May 8, 2016,whether or not Grantor claims any de-
duction for federal and state income tax purposes. For the purposes of this easement,the ratio of
the value of the easement to the value of the Property as unencumbered by the easement shall
remain constant.
31. Condemnation or Other Extinguishment. If this easement is taken, in whole or in
part, by exercise of the power of eminent domain, or if circumstances arise in the future that ren-
der the purpose of this casement 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 juris-
diction. Each party shall promptly notify the other party in writing when it first learns of such
circumstances. Grantee as purchaser shall be entitled to compensation in accordance with appli-
cable law, after the satisfaction of prior claims, from any sale, exchange, condemnation, or other
involuntary or voluntary conversion of all or any portion of the Property subsequent to such ter-
mination or extinguishment. Pitkin County's compensation shall be an amount equal to the ease-
ment value percentage listed in the Real Property Interest paragraph above, multiplied by the
amount of the full proceeds from any sale, exchange, condemnation, or other involuntary or vol-
untary conversion of all or a portion of the Property,but not including the value of structural im-
provements added subsequent to this Deed. Pitkin County shall use such proceeds in a manner
consistent with the conservation purposes of this Deed.
32. Interpretation. This Deed shall be interpreted under the laws of the State of Colo-
rado, resolving any ambiguities and questions of the validity of specific provisions so as to pre-
serve the Conservation Values and give maximum effect to its conservation purposes.
2004257) 1228.2016 12
33. Perpetual Duration. The easement created by this Deed shall be a servitude run-
ning with the land in perpetuity. Every provision of this Deed that applies to Grantor or Grantee
shall also apply to their respective agents, heirs, executors, administrators, assigns, and all other
successors as their interests may appear. A party's rights and obligations under this Deed termi-
nate upon a permitted transfer of the party's interest in this Deed or the Property, except that lia-
bility for acts or omissions occurring prior to transfer shall survive transfer.
34. Notices. Any notices required by this Deed shall be in writing and shall be per-
sonally delivered or sent by certified mail, return receipt requested, to Grantor, Grantee respec-
tively at the following addresses, unless a party has been notified by the other of a change of ad-
dress. Electronic delivery of notices shall also be deemed sufficient and considered delivered
upon receipt of confirmation of delivery on the part of the sender:
To Grantor:
St.Jude's Co.
0132 Emma Road
Basalt CO 81623
To Grantee:
Pitkin County
123 Emma Road#106
Basalt CO 81623
With Copies to:
Pitkin County Attorney's Office
123 Emma Road, Suite 204
Basalt CO 81621
35. Grantor's Title Warranty. Grantor warrants that Grantor has good and sufficient ti-
tle to the Property and hereby promises to defend the same against all claims from persons claim-
ing by, through or under Grantor.
36. Grantor's Environmental Warrant and Indemnity. Grantor warrants that Grantor
has no actual knowledge of a release or threatened release of hazardous substances or wastes on
the Property and hereby promises to hold harmless, defend, and indemnify Grantee along with
their respective members, directors, officers, employees, agents, contractors, successors, and as-
signs against all litigation, claims, demands, penalties, and damages, including reasonable attor-
neys' fees, arising from or connected with any past, present or future presence or release of haz-
ardous or toxic substances on, under, or about the Property. For the purposes hereof, "llazardous
Substances" does not mean any typical agricultural chemicals such as herbicides and pesti-
cides utilized on properties of this type in Pitkin County, provided that all such chemicals are
used in accordance with applicable laws and manufacturer's specifications. Without limiting the
foregoing, nothing in this Deed shall be construed as giving rise to any right or ability in Grant-
ee, nor shall Grantee have any right or ability, to exercise physical or managerial control over the
day-to-day operations of the Property, or otherwise to become an operator with respect to the
Property within the meaning of The Comprehensive Environmental Response, Compensation
and Liability Act of 1980,as amended.
2004257_9 12/28,2016 13
37. Subsequent Liens on the Property.No provisions of this Deed should be construed
as impairing the ability of Grantor to use this Property as collateral for subsequent borrowing,
provided that any mortgage or lien arising from such a borrowing shall be subordinated to this
Deed.
38. No Merger. No merger shall be deemed to have occurred hereunder or under any
document executed in the future affecting this Deed, unless the parties expressly state that they
intend a merger of estates or interests to occur.
39. Recording. Grantee shall record this Deed in the official records of Pitkin County,
and may re-record it at any time as may be required to preserve Grantee'rights hereunder.
40. Subsequent Transfers. Grantor shall incorporate the terms and conditions of this
Deed in any deed or other legal instrument by which it divests itself of any interest in all or a
portion of the Property, including, without limitation, conveyance of a leasehold interest to a
third party. Grantor further agrees to give written notice to Grantee of the transfer of any interest
at least twenty(20) days prior to the date of such transfer. The failure of Grantors to perform any
act required by this paragraph shall not impair the validity of this Deed or limit its enforceability
in any way.
41. Liberal Construction. Any general rule of construction to the contrary notwith-
standing,this easement shall 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 pur-
pose of this easement that would render the provision valid shall be favored over any interpreta-
tion that would render it invalid.
42. Severability. If any provision of this Deed, or the application thereof to any per-
son or circumstance, is found to be invalid, the remainder of the provisions of this Deed, or the
application of such provision to persons or circumstances other than those as to which it is found
to be invalid,as the case may be,shall not be affected thereby.
43. Entire Agreement. This instrument sets forth the entire agreement of the parties
with respect to the easement and supersedes all prior discussions, negotiations, understandings,
or agreements relating to the easement,all of which are merged herein.
44. No Forfeiture. Nothing contained herein will result in a forfeiture or reversion of
Grantor's title in any respect.
45. Successors. 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 rep-
resentatives,heirs, successors,and assigns and shall continue as a servitude running in perpetuity
with the Property.
46. Termination of Rights and Obligations. A party's rights and obligations under this
Deed terminate upon transfer of the party's interest in the easement or Property, except that lia-
bility for acts or omissions occurring prior to transfer shall survive transfer.
2004257.9 11/200]6 14
47. Captions. The captions in this instrument have been inserted solely for conven-
ience of reference and are not a part of this instrument and shall have no effect upon construction
or interpretation.
48. Third Party Beneficiaries. This Deed is entered into by and between Grantor and
Grantee, and does not create enforcement rights or responsibilities in any other third parties, in-
cluding the general public.
49. Acceptance. As attested by the signature of an authorized party affixed hereto,
Grantee hereby accepts, without reservation, the rights and responsibilities conveyed by this
Deed. Grantee acknowledge receipt and acceptance of this Deed encumbering the Property for
which no goods or services were provided.
50. Change of Conditions.A change in the potential economic value of any use that is
prohibited by or inconsistent with this easement. or a change in any current or future uses of
neighboring properties, shall not constitute a change in conditions that makes it impossible or
impractical for continued use of the Property for conservation purposes and shall not constitute
grounds for terminating the Deed.
51. No Land Use Approvals Imputed to Deed. The Grantor shall be solely responsible
for compliance with applicable laws in regard to the exercise of rights reserved herein,and,noth-
ing contained in this Deed is intended to represent a permit or land use approval by Pitkin Coun-
ty.
20042S7 9 122812016 15
52.
TO HAVE AND TO HOLD,this Deed unto Grantee, its successors and assigns,forever.
IN WITNESS WHEREOF, Grantor and Grantee, intending to legally bind themselves,
have set their hands on the date first written above.
GRANTOR:
ST.JUDE'S CO.
By: /- >:<e '<a h/ 1 hitcnl Lt'--c2e
as&'yrlty a,\ c- y±nz cS
for St. Jude's CO.
STATE OF V GIC V`C!a-C+)
r )ss.
COUNTY OF I`�I44-co Y\ AI Cr
The foregoing instrument was acknowledged before me this..;.`1 day of"D? p rn r
2016, by hRz.-c e.Q.05Q as GYZytg,yt5 \ for St.Jude's CO.
9\221 10 rail -1 _ 1,-1 nur 5
WITNESS and hand and-ofcial seal.
My commission expires:
lir. .7,
JOY S HIGENS NItary Public
NOTARY PUBLIC
STATE A
COLORADO
NOTARY 1D/ 199440045x4
v "CM:SS1ON EXPIRES JULY 102018
2004257_9 12282016 16
ATTEST: GRANTEE:
BOARD OF COUNTY COMMISSIONERS
OF PITICIN//COUNTY, COLORADO
By: AM((f /
Jeanette JonesJ Rachel E. Richards,Chair
Deputy Clerk and Rhcorder DATE: 1 2 —2 7 - z of 6 _
APPROVED AS TO FORM: MANAGER APPROVAL:
I n.
a !r - wow) 7 �eA Jon 'eacock
Ater County Attorney County Manager
RPt OMMF.NDED FOR APP'
I
A
gale Will.Acquisitions Dir r.
Pitkin County Open Space and Trails
STATE OF COLORADO
)ss.
COUNTY OF PITKIN
The foregoing instrument was acknowledged before me [hi day o't
2016,by Jeanette Jones,as Deputy County Clerk of Pitkin County,Colorado.
WITNESS my hand and official seal.
My commission expires: \ 1 /1 I
��
LISA MACDONALD Public O -- a`ai s--
oskt
Notary Colorado NoWit-Pub ',�—
SryI!of 992 016
NoterylDn xpiresll-18
MyCommiaalon Expires11-18.2020
7-1&2020
2004257_9 11/22/2016 17
STATE OF COLORADO
) ss.
COUNTY OF PIT KW
I r ht
:to.The foregoing instrument was acknowledged before me this day of . . win
2016, by as,Chair the Boardt� of County Commissioners of •itkin County,
Colorado.. oat Ye--
WPCNESS my hand and official seal. ��
My commission expires: 1\ x V V r`—•/lI
LISA MACDONALD 1.11.:‘ kik _ ��v7I!"
Notary Public NO['Dhh
State of Colorado
Notary IDI 19929015259
My Commission Expires 1149-2020
2004251.9 11/222016 18
EXHIBIT A
PROPERTY DESCRIPTION-SOUTII PARCEL
A PARCEL OF LAND SITUATED IN TRACTS 58, 60 AND 63, SECTION 17, IS, 19 AND 20
TOWNSHIP 8 SOUTH, RANGE 86 WEST OF THE SIXTH PRINCIPAL MERIDIAN,
COUNTY OF PITKIN,STATE OF COLORADO,SAID PARCEL BEING MORE PARTICU-
LARLY DESCRIBED AS FOLLOWS:
COMMENCING AT ANGLE POINT 6 TRACT 58,A 2 1/2" 1926 GLO BRASS CAP IN
PLACE, TILE POINT OF BEGINNING;THENCE S05°19'49"W ALONG THE EASTERLY
BOUNDARY OF TRACT 63 A DISTANCE OF 200.75 FEET; THENCE LEAVING SAID
EASTERLY BOUNDARY S38'17'47"W ALONG THE WESTERLY BOUNDARY OF THE
ROARING FORK CLUB, BLOCK 2, LOT 3 ACCORDING TO THE PLAT RECORDED IN
PLAT BOOK 56 PAGE 54 A DISTANCE OF 354.97 FEET; THENCE CONTINUING
ALONG SAID WESTERLY BOUNDARY S58°29'09"W A DISTANCE OF 501.53 FEET;
THENCE CONTINUING ALONG SAID WESTERLY BOUNDARY S54°28'24"W A DIS-
TANCE OF 532.95 FEET TO A POINT ON THE SOUTHERLY BOUNDARY OF SAID
TRACT 63;THENCE LEAVING SAID WESTERLY BOUNDARY N88°52'39"W ALONG
SAID SOUTHERLY BOUNDARY A DISTANCE OF 448.76 FEET TO ANGLE POINT 3
TRACT 63,A 2 1/2" 1926 GLO BRASS CAP IN PLACE; THENCE LEAVING SAID
SOUTHERLY BOUNDARY NO3°45'15"E ALONG THE W ES IERLY BOUNDARY OF SAID
TRACT 63 A DISTANCE OF 1086.99 FEET TO ANGLE POINT 2 TRACT 63. A 2 1/2" 1926
GLO BRASS CAP IN PLACE; THENCE LEAVING SAID WESTERLY BOUNDARY
N88°25'09"W ALONG T I IE SOUTHERLY BOUNDARY OF TRACT 60 A DISTANCE OF
2597.53 FEET TO ANGLE POINT 3 TRACT 60,A 2 1/2" 1926 GLO BRASS CAP IN PLACE;
THENCE LEAVING SAID SOUTHERLY BOUNDARY N00°24'49"E ALONG THE WEST-
ERLY BOUNDARY OF SAID TRACT 60 A DISTANCE OF 1292.63 FEET TO ANGLE
POINT 2 TRACT 60,A 2 1/2" 1926 GLO BRASS CAP IN PLACE; THENCE LEAVING
SAID WESTERLY BOUNDARY S88°35'00"E ALONG THE NORTHERLY BOUNDARY OF
SAID TRACT 60 A DISTANCE OF 1382.78 FEET TO ANGLE POINT 3 TRACT 58,A 2 1/2"
1926 GLO BRASS CAP EN PLACE; THENCE LEAVING SAID NORTHERLY BOUNDARY
N00°48'57"E ALONG THE WESTERLY BOUNDARY OF SAID TRACT 58 A DISTANCE
OF 352.55 FEET TO A POINT ON THE SOUTHWESTERLY RIGHT-OF-WAY OF THE 100'
DENVER AND RIO GRANDE RAIL ROAD; THENCE LEAVING SAID WESTERLY
BOUNDARY S57°19'24"E ALONG SAID SOUTHWESTERLY RIGHT-OF-WAY A DIS-
TANCE OF 3180.84 FEET TO A POINT ON T ITE EASTERLY BOUNDARY OF SAID
TRACT 58; THENCE LEAVING SAID SOUTHWESTERLY RIGHT-OF-WAY S00°54'54"W
A DISTANCE OF 8.40 FEET TO THF POINT OF BEGINNING, SAID PARCEL CONTAIN-
ING 119.661 ACRES MORE OR LESS.
2004251 9 12/282016
_ r 5 •i Y E a
I / ! E 1;41'4E14 -N Et6 ` r fy ' i
eF i v
a s Y I 1 [ Eikl1 €E 1;1,1,:11.1:::1!E illi '
!.. Ei r I i , li Yt 11 E Ii ! I . 11 I E
11111 1411 f i i ii I ,IP 1 IY 1 Y Y ii4
E i o Ylip i i 6 + 1311.014 3 el i' 1Yi11 �g
L.
��A S F. tii4 fii i1� ci IE- 1111E i1Siii i .i �1 t ,, t8 t
p 7 gg
( •i E i ;;• 135 1tiil i Ss.-1134EYIEklY I 1 POO 3 as$
i e �� ! EYE si91 131111 {iYi111111i1gkY �IviI 1111;134 41. a �_
tI i 1111 ISE ` {E Ef9i lii;rliSEli °!:s Illi
.wk,.._ i 311 I 411!;; kYll hil. Ii f !11 IIIA 1!111
�' t 1 .7 0;iISE ;.iY 4i ori;;;;;;;;;;Is e i 1, e a l: r
E1 ii4,ik% 0 IiEi Y f j C ;! Ii t Y3 q 1$4( _ I
1 iY 1111 lii .i E 19 I a I t i I li,ell'E I ci i it
I.i n14 -1,4glirlfi io iii iii € l 3j1 Ir1;E lii.al lhi li PI ¢ 1 !III
ti F51Y 1 9i° iY 1 1 1 Yi .-' v Ii 1 1 1 Y3I II4 n 1 E II Ili
:1,1.1.15.:::111:
E i aE'E 14 :ii15F1412:iIII‘IIIIIiill°11:1;1;41:11. ;:.!1 :
r,1 1 it a1E !El 3 . i 0 3 tri1o [i iE 1E E €€ _� 1 11 eEl-�$i iII is f s EisP0 14Ft [ 3Ea 4r El IY Iihn F.I:I rii:10 Ii {1CP
�ii1.1! ;I {yd :,1;1111:‘:!
1111 i{ I ;9;55i1;4255215222229555;99 E 1440 ! s 3
n �
9 3, II-.Ii YEI !III41 3 1; i ; dH06tIY 5O .45 Y II ' i a4 I0IE '
2..1" ,(1'. ; I IYl aYE ' 4411 %
00
Y E r �. r e1E 71 e 3 1
: ° a oil Ia1E 1421 l ; ;;Aii P ii
AC
Hirvy . , Ili, 9f3Iliai EE is ,IIY_ sio 1 �'
Z OZZ � Y -i ¢¢ Ii !j It IUI
14 r la 1 i1, Ui 11 31 !i it it-1 ; Yl 1.l
Sza 1' 1!
? foo � 1 yi. I%rk 1 -- -i
Oam d
w y o 11 'k i✓� E ! I .'r 1
• o V I r I r 'Id
.. it .. el- .ii 1 I = 6 311 , ,
� � I: •// ®f .n )sill 3 I• f ki
oF 1;1 pp ( a
LO il
3-7 IA 2-25` _-ii"t tl`�I " 3 C1 r Ili i II i j 1.
-C AI. . S III '-'9 fY i ; - Yt Y
111111 i E ' 9 . !1 T 1"
EI ✓k i ,/" 1 i ii.
1' s
iiY 1I 1' . I , 1
I it
r 1 _ A 1; Ii7 E_
•=-.....r1. .. kt _1. . ..._. 3
i 1;
l
In
1 111
5 1; it E.' Ifl'
i
E hi
,Il
ii
St.Jude's Co. /Cerise Ranch Management Plan
December 21,2016
On . 2016 the St. Jude's Co.conservation easement was
conveyed to Pitkin County,to be stewarded by the Open Space and Trails Department(OST),
and recorded on .2016, under reception# (the"Property").
This management plan (the"Plan")dated December , 2016, has been prepared by Alan
Cerise,Co-Owner/Manager and the County to ensure compatible conservation practices and
sound management. It has been approved by the OST director,Gary Tennenbaum.
The Property possesses natural, scenic,open space,wildlife and wildlife habitat,agricultural,
rural,aesthetic,visual,recreational,ecological and environmental values(the"Conservation
Values"). The conservation easements specifically list the following Conservation Values;
1. Scenic Values. Preservation of the Property is important to maintaining the scenic
character of the local rural landscape. Development of the Property would destroy a
compatible pattern of agricultural land uses that includes the Property and surrounding
properties including lands administered by the Bureau of Land Management.The
Property is visually accessible to the public traveling along Colorado Highway 82 and the
Rio Grande'Frail.
2. Wildlife Habitat Values. The Property is habitat for mule deer and elk,and suitable for
Bald Eagles during the winter months.Other wildlife found on the property include
mountain lion and black bear.Protection of the Property will help to ensure the biological
integrity of other public lands.
3. Open Space Values. The agricultural uses of the Property permitted by this Deed are
consistent with existing private conservation programs in the area. The Property is of
importance in preserving a local and regional working landscape. The Property is
adjacent to and provides a buffer to property held by the Bureau of Land Management.
Protection of the Property will provide a significant public benefit. The Property is also
adjacent to and provides a buffer to other lands and conservation easements owned by
Pitkin County and the Aspen Valley Land Trust including the Grace Shehi Open Space,
Grange Ranch Conservation Easement,and the Emma Open Space.
Description of Property
St.Jude's Co./Cerise Ranch is located in the mid-Roaring Fork Valley in west-central Colorado
and more specifically in northern Pitkin County. In total,the Property encompasses
approximately 115 acres.On December 29,2016, the Cerise Family conveyed a conservation
easements to Pitkin County.
The Cerise family has managed this ranch,along with other properties in this valley since the
beginning of the last century. The St.Jude's Co.Ranch has been at the heart of the Emma
agricultural community since the turn of the last century. Highly visible from both a State
Highway and regional trail, it is a prominent agricultural parcel in the mid-valley and provides
scenic enjoyment and historical agricultural context for the community. In addition,the property
possesses important habitat for wildlife including elk and deer winter ranges and migration
corridors. The ranch provides a buffer to public lands on the edge of Basalt's town boundary.
Property Management
Historically,the Property has been used for cattle grazing and to grow and harvest hay. Between
40 and 60 head of cattle graze on the ranch annually. Cattle are moved to grazing lease areas on
federal land from June to October and approximately 10-20 yearlings are kept on the ranch.
However,the number of head of cattle that graze the ranch can be less than 40 and more than 60
in any given year due to weather and other variables. Between November and May,the cattle
are pastured near the ranch headquarters. Nearly all the Property except the native Uplands
south of the Grace-Shehi Ditch is irrigated.
The St. Jude's Co.retains the right to use the Property for agricultural production,or to permit
others to use the Property for agricultural production(including agricultural leases),as provided
herein.Agricultural production has historically meant the production of crops,hay, livestock,
and livestock products and pasturing and grazing of cattle,horses and/or other livestock. In the
future,agricultural production can also mean the production of vegetables, fruits,whether grown
outside or in a greenhouse,and nursery products such as trees,ornamental shrubs,and decorative
plants.
Preserve Agricultural Productivity. It is the intention of the St.Jude's Co.to preserve the ability
of the Property to be agriculturally productive, including continuing agricultural activities,to
engage in future agricultural activities, and to preserve the rural character,wildlife habitat, and
scenic qualities of the Property. St.Jude's Co. recognizes the importance of good resource
management and stewardship to present and future generations. The current agricultural use of
the Property and its current improvements(as recorded in the Baseline Inventory)are consistent
with the Conservation Purposes. Such uses may be reasonably expanded and improved,
including the• implementation of new management techniques. However,nothing in this.
Easement shall be construed to require St.Jude's Co.to continue the current,or any other,
agricultural use of the Property.
Sound Management. All agricultural operations on the Property shall be conducted using sound
management,and in a manner not wasteful of range and soil resources,or detrimental to water
quality and conservation,stream banks,riparian habitat,or wildlife habitat. St.Jude's Co.
recognizes that riparian systems associated with both running and standing water are particularly
important to the ecological health of the Property in so far as riparian vegetation captures
sediment,and provides forage habitat and bio-diversity. Water quality is improved or
maintained. Stable soils store and release water slowly. Granter therefore will manage livestock
grazing to ensure that stream banks and riparian vegetation are not degraded. Specifically,
grazing will be limited in those areas as needed to ensure that native vegetation maintains
adequate diversity, density, and cover. Grantee recognizes that unforeseen natural events,
unanticipated personnel problems, etc., may result in temporary maintenance problems.Grantee
will work with St.Jude's Co.to find mutually acceptable solutions when such unanticipated
events occur. Notwithstanding the foregoing, the Grantee agrees that the current management of
the Property for all current agricultural operations is acceptable and consistent with the
Conservation Purposes.
Erosion Control. St.Jude's Co.will undertake reasonable efforts on the Property to control
erosion along trails,roads, irrigation ditches,cultivated fields,and other disturbed areas.
Best Management Practices.To insure livestock use can be maintained in a sustainable manner,
grazing of livestock on the Property will be managed consistent with how the Property
historically has been managed to allow plants to have adequate recovery and re-growth periods
and opportunity for seed dissemination and seedling establishment using best management
practices in St.Judes' discretion.
Future Management
It is recognized that the current management of the Property is in compliance with the terms set
forth in the deed of conservation easement. Future management or substantial changes to the
current management of the Property must be in compliance with the terms set forth in the deed of
conservation easement and this plan. If a substantial change is contemplated the owner and
manager must contact OST to confirm that such activities are consistent with the terms of the
conservation easements and to determine if this Plan should be amended. This Plan is effective
immediately and shall be updated five (5) years from the effective date of this management plan.
If no updates are necessary,the Plan is deemed to be automatically renewed for another five(5)
years in its current form.
Complete Agreement
This Plan,which must be read with the terms of the Deed of Conservation Easement, is the full
and complete agreement between parties and may not be modified except in writing signed by
each party. Nothing in this Plan shall be interpreted as being inconsistent with the Easement,
which shall remain the controlling document.
Accepted:
GRANTOR: St.Jude's Co.
GRANTEE:Pitkin County Board of County Commissioners through the Pitkin County Open
Space and Trails department
Gary Tennenbaum,Director
Pitkin County Open Space and Trails
EXHIBIT D
Water rights as described below including all water rights not enumerated that are appurtenant to
the Property:
1/2 of the appurtenant water rights in the Grace and Shehi Ditch consisting of at least 4.55 C.F.S.
andl/2 of the appurtenant water rights of the Red Rock Bluff Ditch consisting of at least 2.5
C.P.S.
2004257_9 12/28/2016
St. Jude's Co./ Cerise Ranch Management Plan
December 21, 2016
On December 29, 2016 the St. Jude's Co. conservation easement was conveyed to Pitkin
County, to be stewarded by the Open Space and Trails Department (OST), and recorded on
December 30, 2016, under reception #635081 (the"Property").
This management plan (the"Plan")dated December 29, 2016, has been prepared by Alan Cerise,
Co-Owner/Manager and the County to ensure compatible conservation practices and sound
management. It has been approved by the OST director, Gary Tennenbaum.
The Property possesses natural, scenic, open space, wildlife and wildlife habitat, agricultural,
rural, aesthetic, visual, recreational,ecological and environmental values (the "Conservation
Values"). The conservation easements specifically list the following Conservation Values;
1. Scenic Values. Preservation of the Property is important to maintaining the scenic
character of the local rural landscape. Development of the Property would destroy a
compatible pattern of agricultural land uses that includes the Property and surrounding
properties including lands administered by the Bureau of Land Management.The
Property is visually accessible to the public traveling along Colorado Highway 82 and the
Rio Grande Trail.
2. Wildlife Habitat Values. The Property is habitat for mule deer and elk, and suitable for
Bald Eagles during the winter months. Other wildlife found on the property include
mountain lion and black bear. Protection of the Property will help to ensure the biological
integrity of other public lands.
3. Open Space Values. The agricultural uses of the Property permitted by this Deed are
consistent with existing private conservation programs in the area. The Property is of
importance in preserving a local and regional working landscape. The Property is
adjacent to and provides a buffer to property held by the Bureau of Land Management.
Protection of the Property will provide a significant public benefit. The Property is also
adjacent to and provides a buffer to other lands and conservation easements owned by
Pitkin County and the Aspen Valley Land Trust including the Grace Shehi Open Space,
Grange Ranch Conservation Easement, and the Emma Open Space.
Description of Property
St.Jude's Co./Cerise Ranch is located in the mid-Roaring Fork Valley in west-central Colorado
and more specifically in northern Pitkin County. In total, the Property encompasses
approximately 115 acres. On December 29, 2016, the Cerise Family conveyed a conservation
easements to Pitkin County.
The Cerise family has managed this ranch, along with other properties in this valley since the
beginning of the last century. The St. Jude's Co. Ranch has been at the heart of the Emma
agricultural community since the turn of the last century. Highly visible from both a State
Highway and regional trail,it is a prominent agricultural parcel in the mid-valley and provides
scenic enjoyment and historical agricultural context for the community. In addition, the property
possesses important habitat for wildlife including elk and deer winter ranges and migration
corridors.The ranch provides a buffer to public lands on the edge of Basalt's town boundary.
Property Management
Historically, the Property has been used for cattle grazing and to grow and harvest hay. Between
40 and 60 head of cattle graze on the ranch annually. Cattle are moved to grazing lease areas on
federal land from June to October and approximately 10-20 yearlings are kept on the ranch.
However, the number of head of cattle that graze the ranch can be less than 40 and more than 60
in any given year due to weather and other variables. Between November and May, the cattle
are pastured near the ranch headquarters. Nearly all the Property except the native Uplands
south of the Grace-Shehi Ditch is irrigated.
The St. Jude's Co. retains the right to use the Property for agricultural production, or to permit
others to use the Property for agricultural production (including agricultural leases), as provided
herein. Agricultural production has historically meant the production of crops, hay, livestock,
and livestock products and pasturing and grazing of cattle, horses and/or other livestock. In the
future, agricultural production can also mean the production of vegetables, fruits, whether grown
outside or in a greenhouse, and nursery products such as trees, ornamental shrubs, and decorative
plants.
Preserve Agricultural Productivity. It is the intention of the St. Jude's Co. to preserve the ability
of the Property to be agriculturally productive, including continuing agricultural activities, to
engage in future agricultural activities, and to preserve the rural character, wildlife habitat, and
scenic qualities of the Property. St. Jude's Co. recognizes the importance of good resource
management and stewardship to present and future generations. The current agricultural use of
the Property and its current improvements (as recorded in the Baseline Inventory) are consistent
with the Conservation Purposes. Such uses may be reasonably expanded and improved,
including the. implementation of new management techniques. However, nothing in this.
Easement shall be construed to require St. Jude's Co. to continue the current, or any other,
agricultural use of the Property.
Sound Management. All agricultural operations on the Property shall be conducted using sound
management, and in a manner not wasteful of range and soil resources,or detrimental to water
quality and conservation, stream banks,riparian habitat,or wildlife habitat. St. Jude's Co.
recognizes that riparian systems associated with both running and standing water are particularly
important to the ecological health of the Property in so far as riparian vegetation captures
sediment, and provides forage habitat and bio-diversity. Water quality is improved or
maintained. Stable soils store and release water slowly. Granter therefore will manage livestock
grazing to ensure that stream banks and riparian vegetation are not degraded. Specifically,
grazing will be limited in those areas as needed to ensure that native vegetation maintains
adequate diversity, density, and cover. Grantee recognizes that unforeseen natural events,
unanticipated personnel problems,etc., may result in temporary maintenance problems. Grantee
will work with St.Jude's Co. to find mutually acceptable solutions when such unanticipated
events occur. Notwithstanding the foregoing, the Grantee agrees that the current management of
the Property for all current agricultural operations is acceptable and consistent with the
Conservation Purposes.
Erosion Control. St.Jude's Co. will undertake reasonable efforts on the Property to control
erosion along trails, roads, irrigation ditches,cultivated fields, and other disturbed areas.
Best Management Practices. To insure livestock use can be maintained in a sustainable manner,
grazing of livestock on the Property will be managed consistent with how the Property
historically has been managed to allow plants to have adequate recovery and re-growth periods
and opportunity for seed dissemination and seedling establishment using best management
practices in St. Judes' discretion.
Future Management
It is recognized that the current management of the Property is in compliance with the terms set
forth in the deed of conservation easement. Future management or substantial changes to the
current management of the Property must be in compliance with the terms set forth in the deed of
conservation easement and this plan. If a substantial change is contemplated the owner and
manager must contact OST to confirm that such activities are consistent with the terms of the
conservation easements and to determine if this Plan should be amended. This Plan is effective
immediately and shall be updated five(5) years from the effective date of this management plan.
If no updates are necessary,the Plan is deemed to be automatically renewed for another five (5)
years in its current form.
Complete Agreement
This Plan, which must be read with the terms of the Deed of Conservation Easement,is the full
and complete agreement between parties and may not be modified except in writing signed by
each party. Nothing in this Plan shall be interpreted as being inconsistent with the Easement,
which shall remain the controlling document.
Accepted:
GRANTOR: St.Jude's Co.
GRANTEE: Pitkin County Board of County Commissioners through the Pitkin County Open
Space and Trails department
Gary Tennenbaum, Director
Pitkin County Open Space and Trails