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HomeMy WebLinkAboutbocc.ord.027.2023AN ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, AUTHORIZING PURCHASE OF A CONSERVATION EASEMENT FROM THE ASPEN VALLEY LAND TRUST FOR THE COLORADO OUTWARD BOUND PROPERTY ORDINANCE NO. 027-2023 RECITALS WHEREAS, Pursuant to 30-35-301 C.R.S., the Board of County Commissioners ("BOCC") of Pitkin County, Colorado a Home Rule County is authorized to make and publish ordinances for carrying into effect or discharging the powers and duties conferred upon such counties by law and as seems necessary, and; WHEREAS, Pursuant to Section 2.8.1 of the Home Rule Charter ("HRC"), the BOCC is authorized to take official action by Ordinance for certain matters where action is prescribed pursuant to the Colorado Revised Statutes as amended, and; WHEREAS, The Voters of Pitkin County and the Pitkin County Commissioners established an Open Space and Trails Fund for the purposes of preserving and providing open space and trails resources, and established an Open Space and Trails Board of Trustees to guide the expenditure of those funds, and WHEREAS, The Open Space and Trails Program is charged with preserving open space lands and providing outdoor educational opportunities, and WHEREAS, acquisition by AVLT of the Colorado Outward Bound Campus and preservation of the same pursuant to a conservation easement acquired by the Open Space and Trails Program will protect important habitat, scenic, educational and historic values, and WHEREAS, AVLT is set to acquire the COBS property and has agreed to sell a conservation easement on the same to Pitkin County as Open Space for $500,000, and WHEREAS, the Pitkin County Open Space and Trails Board unanimously recommends this acquisition, and WHEREAS, The BOCC finds that adoption of this ordinance is in the best interest of the citizens of Pitkin County. NOW, THEREFORE, BE IT ORDAINED by the Board of County Commissioners of Pitkin County, Colorado that it hereby adopts an ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, AUTHORIZING PURCHASE OF A CONSERVATION EASEMENT FROM THE ASPEN VALLEY LAND TRUST FOR THE COLORADO OUTWARD BOUND PROPERTY and authorizes the Chair or the Chair's designee to sign the Ordinance and upon the satisfaction of the County Attorney as to form, execute any other associated documents necessary to complete this matter, including a i111111uu111ui111111uiu111r111111iHmiruoW11111ii111111 RECEPT1ON#: 699769, R: $0.00, D: $0 00 DOC CODE: ORDINANCE Pg 1 of 34, 01/04/2024 at 02:10:40 PM Ingrid K. Grueter, Pitkin County, CO conservation easement deed and purchase agreement with AVLT. Further, that the Chair or the Chair's designee shall be authorized to: 1. Approve an expenditure of up to $500,000.00 for the Property and transaction costs up to $10,000. 2. Execute a purchase agreement, conservation easement and other documents as necessary to complete the transaction upon approval of the form by the County Attorney. 3. That adjustments be made to the year 2023 budget as follows: OPEN SPACE AND TRAILS FUND Acquisition Cost Estimated Transaction Costs Total Expenditure Previous Budget This Change Revised Project Budget $0 $500,000.00 $500,000.00 $0 $ 10,000.00 $ 10,000.00 $0 $510,000.00 $510,000.00 INTRODUCED AND FIRST READ ON THE 9TH DAY OF AUGUST, 2023 AND SET FOR SECOND READING AND PUBLIC HEARING ON THE 23RD DAY OF AUGUST 2023. NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE ORDINANCE PUBLISHED IN THE ASPEN DAILY NEWS ON THE IOTH DAY OF AUGUST, 2023. NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE ORDINANCE POSTED ON THE OFFICIAL PITKIN COUNTY WEBSITE (www.pitkincounty.com ) ON THE 1 1TH DAY OF AUGUST 2023. ADOPTED AFTER FINAL READING AND PUBLIC HEARING ON THE 23RD DAY OF AUGUST 2023. POSTED BY TITLE AND SHORT SUMMARY ON THE OFFICIAL PITKIN COUNTY WEBSITE (www.pitkincounty.com ) ON THE 24TH DAY OF AUGUST, 2023. PUBLISHED BY TITLE AND SHORT SUMMARY, AFTER ADOPTION, IN THE ASPEN DAILY NEWS ON THE 31 ST DAY OF AUGUST, 2023. ATTEST: BOARD OF COUNTY COMMISSIONERS Sam Engen Deputy County Clerk APPROVED AS TO FORM: John Ely, County Attorney Form Revised 01-01-2023 By: Frarn,tiG i014kr Francie Jacober, Chair Date: Aug 30 2023 MANAGER APPROVAL Jon Peacock, County Manager Recording requested by and return lo: PITKLN COUNTY OPEN SPACE & TRAILS 530 East Main Street, Suite 300 Aspen, Co 81611 DEED OF CONSERVATION EASEMENT FOR AVLT BASECAMP WEST NOTICE: THIS PROPERTY INTEREST HAS BEEN ACQUIRED IN PART WITH GRANT #23106 ("GRANT") FROM THE STATE BOARD OF THE GREAT OUTDOORS COLORADO TRUST FUND ("BOARD"). THIS DEED OF CONSERVATION EASEMENT CONTAINS RESTRICTIONS ON THE USE AND DEVELOPMENT OF THE PROPERTY, WHICH ARE INTENDED TO PROTECT ITS OPEN SPACE AND OTHER CONSERVATION VALUES. THE BOARD HAS FOUND THAT THIS DEED OF CONSERVATION EASEMENT PROVIDES BENEFITS THAT ARE IN THE PUBLIC INTEREST. THIS DEED OF CONSERVATION EASEMENT (the "Deed") is made and entered into this ( day of October, 2023 between the AVLT Special Projects, LLC, a Colorado limited liability company, having offices at 320 Main Street, Suite 204, Carbondale, Colorado 81623 (the "Grantor"), and the CRESTED BUTTE LAND TRUST ("CBLT"), a Colorado nonprofit corporation, having an address at 308 Third Street, P.O. Box 2224, Crested Butte, Colorado 81224 and the BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY ("Pitkin County"), Colorado, a body corporate and politic, having its address at 530 East Main Street, Suite 301, Aspen, Colorado 81611 (individually refen-ed to as a "Grantee" and collectively referred to as the "Grantees"). The Grantor and the Grantees are collectively referred to herein as the "Parties". The following exhibits are attached hereto: Exhibit A: Legal Description of the Property Exhibit BI: Map of the Property Exhibit B2: Survey of the Property Exhibit C: Baseline Report Attestation Exhibit D: Disclosure of Perpetuity RECITALS: A. Grantor is the record owner of that certain real property in Gunnison County, Colorado, consisting of approximately 42 acres, which is more particularly described on Exhibit "A" attached hereto and made a part hereof by this reference, and which is referred to herein as the "Property"; B. The Property possess natural, scenic, open space, wildlife, historical, and educational values (collectively referred to as the "Conservation Values") of importance to Grantor, the Grantees, the people of Pitkin and Gunnison Counties, and the people of the State of Colorado that are worthy of preservation; C. The Conservation Values of the Property are more particularly described in the riqo05z-g2 mos Z Baseline Documentation, described in Section 2 herein, and include the following conservation purposes, the protection of which are recognized for qualified conservation contributions under Section 170(h)(4)(A) of the Internal Revenue Code of 1986, as amended ("IRC"), and under Section I.170A-14(d) of the Treasury regulations: • Public Recreation or Education [§1.170A-14(d)(2)]: The following Conservation Purpose, in accordance with Treasury Regulations § 1.170A- 14(d)(2) is furthered by this Deed: "The preservation of land areas for outdoor recreation by, or the education of, the general public". This Conservation Purpose includes at least the following "Public Recreation and Education" Conservation Values: o The Landowner (AVLT Special Projects, LLC), and the conservation easement holders Pitkin County and CBLT, acknowledge that the conservation purposes of this Property include environmental education. The Property has historically been used for environmental education since it opened as the first Outward Bound campus in the United States in 1961. AVLT Special Projects, LLC intends to use the Property to protect and broaden the property's educational use while also protecting the property's wildlife habitat and native plant species. o The Grantor may allow additional public access provided such access is consistent with preservation of the Conservation Values, as provided herein. • Relatively Natural Habitat [§1.170A-14(d)(3)1: The following Conservation Purpose, in accordance with Treasury Regulations § 1.170A- 14(d)(3) is furthered by this Deed: "To protect significant relatively natural habitat in which a fish, wildlife, or plant community, or similar ecosystem normally Iives." This Conservation Purpose includes at least the following "Relatively Natural Habitat" Conservation Values: o The Property features significant relatively natural habitat, consistent with Treasury Regulation §§1.170A-14(d)(3). The habitat on the Property includes substantial acreage of intact quaking aspen forest as well as riparian woodland, in an area recognized by the Colorado Natural Heritage Program as the Crystal River Potential Conservation Area. This habitat provides forage, cover, breeding grounds, production areas, migration corridors, severe winter range, winter concentration areas, and winter range for diverse wildlife, including a variety of migratory songbirds and raptors, waterfowl and wading birds, and big game species such as elk, mule deer, black bears, moose, and mountain lions. The property also provides habitat for Colorado species of concern such as northern goshawks, olive -sided flycatcher, and flammulated owls. The property's habitat value is enhanced on a landscape scale by its adjacency and proximity to large tracts of public lands that sustain wildlife habitat for numerous species. :.) The Property is within an area designated by the Colorado Natural Ileritage Program as the Lost Trail Creek Potential Conservation Area by reason of its rare native habitat and important range for both big game and nongame species. The Property features montane riparian forest and high quality montane willow cars. A healthy community of aspens thrives on the Property. In addition, the Property is one of only 37 known locations worldwide where the rare Grand Mesa penstemon occurs. This native vegetation provides significant habitat for a variety of animals, including elk, which use the Property for critical winter range as well as summer and overall range, moose and mule deer which use the Property as summer and overall range and mountain lion, black bear and garter snake which use the Property as overall range. The area has been identified as potential lynx habitat, and in 2005 a lynx sighting was confirmed by Colorado Parks and Wildlife on the nearby Darien Ranch. o As described herein, the Property is adjacent to public lands that have been protected to preserve wildlife habitat, open space, and scenic vistas. The protection of the Property will allow for this area to continue in a relatively natural and uninterrupted condition. o Preservation of the Property also complements the policy of "Colorado's Comprehensive Wildlife Conservation Strategy" ("CWCS"). This strategy was developed in 2006, based on the collective judgment of many Colorado scientists, who accounted for the interest of citizens concerned about Colorado wildlife conservation. The CWCS identifies the conservation of wildlife habitat as important to the state. The Property supports several of CWCS's strategic directives to: conserve wildlife habitat, maintain habitat and landscape connectivity, and provide public education opportunities to benefit wildlife. o The Relatively Natural Habitat Conservation Values are further detailed in the Baseline Report described herein. * Open Space [§1.170A-14(d)(4)]: The following Conservation Purpose, in accordance with Treasury Regulations §1.170A-14(d)(4) is furthered by this Deed: "To preserve open space (including farmland and forest land ... if such preservation is (A) Pursuant to a clearly delineated federal, state or local governmental policy and will yield a significant public benefit, or (B) For the scenic enjoyment of the general public and will yield a significant public benefit. This Conservation Purpose includes at least the following "Open Space" Conservation Values: Scenic Enjoyment - The Property is visible from the surrounding high country and public land and partially visible from Forest Service Road No. 315 and the Forest Service's North Lost Trail No. 1967, which has been used by the public for decades and will continue to be an entryway to the Maroon Bells-Snowmass Wilderness. Significant Public Benefit - Preservation of the Property will provide an important open space, scenic vista and will buffer this area from surrounding growth. The Property, which is an inholding in the White River National Forest, sits at approximately 9,000 feet above sea level and is located within an area between the Maroon Bells-Snowmass Wilderness A and the Raggeds Wilderness known as the High Elk Corridor. Made up of aspen forests, floral undcrstories, clear streams and having views of the surrounding wilderness areas as well as the Sheep, Hat and Elk Mountains, the Property is an ideal representation of Colorado high country. The Property includes significant wildlife and bird habitat, and is in an area which is experiencing an increase in the purchase of private lands for the development of cabins and vacation homes which has caused a reduction in open and scenic vistas available to the public; preservation of the Property is consistent with federal, state and local public conservation programs and with conservation efforts underway on adjoining or nearby properties; development of the Property would contribute to the degradation of the scenic vistas available to the public and to wildlife habitat, resulting in a loss of tourism and commerce to the area. Governmental Policies - Conservation of the Property is promoted by the following local and state governmental policies. The laws and regulations of the State of Colorado and the United States also support conservation of the Property relative to its scenic, wildlife habitat, agricultural heritage, educational and natural area values: • Colorado Revised Statutes § 38-30.5-102 provides for the establishment of conservation easements to maintain land "in a natural, scenic, or open condition, or for wildlife habitat, or for agricultural...or other use or condition consistent with the protection of open land, environmental quality or life -sustaining ecological diversity." The Property's protection will further this policy by protecting the land as scenic, open, and supporting wildlife habitat. • The Colorado Wildlife and Parks and Outdoor Recreation statutes, Colorado Revised Statutes §§ 33-1-101 and 33-L0-101, provide, respectively, that "it is the policy of the state of Colorado that the wildlife and their environment are to be protected, preserved, enhanced, and managed for the use, benefit, and enjoyment of the people of this state and its visitors" and that "it is the policy of the state of Colorado that the natural, scenic, scientific, and outdoor recreation areas of this state are to be protected, preserved, enhanced, and managed for the use, benefit, and enjoyment of the people of this state and visitors of this state." This Property's protection will further this policy by providing for the preservation and protection of wildlife habitat and public access, education, and recreation. • The Western Governors' Association Policy Resolution 08-21 supports "voluntary incentive -based methods for preserving open space, maintaining land and water for agricultural and timber production, wildlife and other values." This declaration of support for tax incentives is furthered by this Property's protection with a perpetual conservation easement in gross, the voluntary grant of which qualifies Grantor for state and federal tax benefits and incentives. • Gunnison County Land Use Regulation, Section I-103D.3., seeks "to protect and preserve lands from land use activities and patterns of development that would cause 5 significant adverse net impacts to sensitive wildlife habitat...." The Property's protection with this Easement furthers this policy by preserving lands from preventing development that would cause significant adverse impacts to sensitive wildlife habitat. Pitkin County addresses the need for protecting open space in its Home Rule Charter which contains the Open Space and Trails Program's enabling legislation under Article XIII. Criteria for open space acquisitions include: (1) Areas within public scenic viewplanes; (2) Incorporating or protecting significant wildlife habitat; (3) Protecting riparian or wetlands areas; (4) Protecting other public lands from the impacts of development. This Property's protection meets the policy need expressed by the Home Rule Charter by providing public scenic viewplanes, protecting significant wildlife habitat, protecting riparian areas, and protecting lands for public access and from development. • The 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 legislation, and 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 critical 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 Board's dedication of resources towards the purchase of this Property knowing it is intended for perpetual protection promotes the purposes of GoCo's enabling legislation. D. Grantor intends that the Conservation Values be preserved and protected in perpetuity, and that the Deed prohibit any uses that would materially adversely affect the Conservation Values or that otherwise would be inconsistent with the Purpose (defined below). The Parties acknowledge and agree that uses expressly permitted by this Deed and Grantor's land use patterns existing on the Property, including without limitation those relating to Relatively Natural Ilabitat, Open Space, and Education, do not materially adversely affect the Conservation Values and are consistent with the Purpose. E. By granting this Deed, Grantor further intends to create a conservation easement interest that binds Grantor and future owners of the Property and to convey to Grantees the right to preserve and protect the Conservation Values in perpetuity. F. CBLT is a publicly supported, tax-exempt nonprofit organization under I.R.C. § 501(c)(3) and a "qualified organization" under I.R.C. § 170(h) and Treas. Reg. § 1.170A- 14(c), with the resources to enforce and the commitment to protect the restrictions in this Easement in perpetuity, and whose primary purpose is to "Forever protect and steward open lands for vistas, wildlife, recreation and ranching, thus contributing to Gunnison County's unique heritage and quality of life". G. CBLT is also a charitable organization as required under C.R.S. § 38-30.5-101, et seq., which provides for conservation easements to maintain land and water in a natural, scenic or open condition, for wildlife habitat, or for agricultural and other uses or conditions consistent with the protection of open land in Colorado. H. CBLT is certified as license number CE006 and Pitkin County is certified as license number CE0039 by the State of Colorado's Division of Conservation pursuant to C.R.S. § 12-15-104 and 4 C.C.R. 752-1, Rule 2.1, to hold conservation easements for which a tax credit is claimed. I. Funding for the acquisition of the land subject to this Deed/Easement has been provided in part by the Board. 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 legislation, and the Board, by adopting and administering competitive grant programs 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 critical wildlife habitats through the acquisition of lands, leases or casements, and to acquire and manage unique open space and natural areas of statewide significance. J. Grantees agree by accepting this Easement/Deed to preserve and protect in perpetuity the Conservation Values for the benefit of this and future generations. NOW, TIIEREFORE, in consideration of the recitals above (incorporated herein by this reference) and the mutual covenants, terms, conditions, and restrictions contained herein, and pursuant to the laws of the State of Colorado, and in particular C.R.S. § 38-30.5-101 et seq., ., as a voluntary bargain -sale donation with a portion of the Property's conservation value being purchased in the amount of FIVE HUNDRED THOUSAND and 00/100 DOLLARS (S500,000.00) and the remainder value being donated, Grantor hereby voluntarily grants and conveys to Grantees a conservation easement in gross in perpetuity over the Property, of the nature and character and to the extent hereinafter set forth. 1. Purpose. It is the essential purpose of this Deed to preserve and protect, in perpetuity, the natural, ecological, open space, and educational values of the Property (the "Purpose"). To achieve this Purpose. Grantor intends to convey this Deed to Grantees to ensure that the Conservation Values of Property will be preserved and protected forever. Subject to the purpose of this Deed, Grantor and Grantees intend to permit only uses of the Property which do not substantially diminish or impair the Property's Conservation Values and to prevent any use of the Property that will substantially impair or interfere with protecting the Property's Conservation r Values. It is the intent of the Grantor to preserve the Property in its scenic, natural, historic and open space condition to preserve the open space character, wildlife habitat, and scenic qualities of the Property. 2. Baseline Documentation Report. The parties acknowledge that a written report has been prepared, reviewed, and approved by all parties which documents the Property's condition as of the conveyance date of this Deed (the "Baseline Report") authored by Colorado Wildlife Sciences. A copy of the Baseline Report shall be kept on file with all parties and by this reference made a part hereof. The parties acknowledge that the Baseline Report is intended to establish the condition of the Property as of the conveyance date of this Deed, and all parties have acknowledged the same in a signed statement, a copy of which is attached hereto as Exhibit C. The parries further agree that the existence of the Baseline Report shall in no way limit the parties' ability to use other pertinent information in resolving any controversy that may arise with respect to the condition of the Property as of the conveyance date of this Deed. 3. Rights of Grantees. To accomplish the purpose of this Deed, the following rights are conveyed to Grantees by this Deed: A. To preserve and protect the Conservation Values of the Property; B. To enter upon the Property at rcasonablc times in order to monitor Grantor's compliance with the terms of this Deed; provided that such entry shall be upon prior reasonable notice to Grantor, which shall typically be no less than forty-eight (48) hours advance notice, and Grantees shall not unreasonably interfere with Grantor's use and quiet enjoyment of the Property; C. To prevent any activity on or use of the Property that is inconsistent with the purpose of this Deed and to require the restoration of such areas or features of the Property that may be damaged by any inconsistent activity or use; D. The right, as an interest owner in the Property, to receive notification from and join Grantor as a party to any condemnation or eminent domain proceedings affecting the Property (as described in Section 16), or to any leases, surface use agreements, damage agreements or rights -of -way that may be proposed, granted or required hereafter as a result of mineral development (as described in Section 4.C.7) or other activities with the potential to impact the surface of the Property or its Conservation Values; and E. Any other rights that the Parties may mutually agree upon that are consistent with the Purposes of the Deed, including adding additional purposes or defining additional Conservation Values, 4. Permitted and Prohibited Uses. Grantor shall not perform, nor knowingly allow others to perform, any act on or affecting the Property that is inconsistent with the covenants herein. Grantor hereby authorizes Grantees to enforce these covenants in the manner described below. I towever, unless otherwise specified, nothing in this Deed shall require Grantor to take any action to restore the condition of the Property after any fire. change in climate, Act of God, or other event over which Grantor had no control. Grantor understands that nothing in this Deed relieves them of any obligation or restriction on the use of the Property imposed by law. A. Structures and Improvements. The construction, location, relocation or expansion of any structures or improvements (defined as permanent or temporary structures or other physical, human -introduced development of or on the Property) is prohibited on the Property, except as follows in this Section 4.A: I. Existing Structures. Several existing structures are located on the Property including; a lodge, administrative building, bathhouse, seven (7) cabins, a shop, high - ropes course, and additional infrastructure, depicted on Exhibit B2. Grantor retains the right to construct, replace, relocate, maintain, and reasonably enlarge existing structures so long as the aggregate square footage does not exceed that on the Property today by more than two thousand (2,000) square feet. 2. Road Construction and Maintenance. Except as provided in this subparagraph, no portion of the Property shall be paved with an impervious surface or otherwise be covered with any impervious surface. Notwithstanding the foregoing, Grantor may line ditches and ponds, place pads for utilities or ropes course structural integrity, and build stream crossings, provided that Grantor provides prior written notice of planned activities for Grantees' written approval, which shall not be unreasonably withheld. Consistent with the requirements of this subparagraph, existing roads and trails may be maintained, repaired, and replaced as necessary, or rerouted to better fit the existing topography, without Grantees' approval, as long as such reroute is minor in nature and does not negatively impact the Conservation Values. Roads and trails may also be graded, widened and lined with pervious surfacing to prevent erosion as well as to decrease dust. No road shall be constructed for access within the Property, for access to other adjacent properties, or for other purposes except, after reasonable notice to Grantees, for (1) any road permitted under a separately executed and existing, as of the date of this Deed, legal access agreement which is of record before the recording of this Deed; (2) any unpaved road necessary to provide access to any buildings which are currently located on or may be permitted to hereafter he constructed on the Property; (3) any road reasonably required for agricultural operations; (4) any temporary road reasonably required to conduct the activities permitted to occur on the Property by this Deed; and, (5) any roads reasonably required to access adjacent land leased or owned by Grantor educational purposes permitted by this Deed. The use of any temporary road shall be limited in duration and scale and shall be reclaimed in accordance with a .management plan accepted by both Grantor and Grantees in writing. Any such road permitted by this subparagraph shall be constructed in a manner that does not substantially diminish or impair the Conservation Values 3. Fences. Grantor may, but shall not be obligated to replace, repair or improve existing fences on the Property and erect new fencing provided such new or replaced fencing is consistent with then -current Colorado Parks and Wildlife ("CPW") guidelines for fencing in a wildlife migration area and any applicable county regulations, so as to permit the movement of wildlife across the Property. Any disturbance to the Property that results from such fence maintenance or construction shall be reseeded and restored 9 to as close to its prior condition as possible. 4, Trails. The development and use of unpaved trails and boardwalks not to exceed four (4) feet in width for non -motorized outdoor educational uses including hiking. horseback riding, cross country skiing, wheelchairs, snowshoeing, guided tours, outdoor or agricultural education programs, and other public uses specified in the Resource Management Plan are permitted anywhere on the Property in a low -impact manner and location that minimizes erosion and disturbance to the Property's wildlife and scenic values. Motorized wheelchairs are permitted. Wider and more improved trails are permitted as specified and approved in the Resource Management Plan and to comply with the Americans with Disabilities Act ("ADA"), including but not limited to a ramp, boardwalk, or platform, to provide handicap access to improvements on the Property. Comes or tracks for motorized vehicles arc prohibited on the Property other than those used for access and Property maintenance. Grantor and Grantees agree that prior to the development of any trail pursuant to this paragraph Grantor will complete a Resource Management Plan, which will guide the location and seasonality of the trails. 5. Educational Structures. Low -impact education structures, including but not limited to, benches, picnic tables, open -sided shade or rain shelters, restrooms or port -a - pots, and interpretive signagc for public use, enjoyment or education are permitted on the Property in a location and manner consistent with the Puipose of the Deed. All structures will be constructed in accordance with the Resource Management Plan and will be consistent with the Purpose and terns of this Deed. Athletic fields, golf courses or ranges, race tracks, airstrips, helicopter pads, and firearm shooting ranges are prohibited 6. Ponds. The installation, maintenance and improvement of water catchments for Property maintenance purposes or the enhancement of wildlife habitat, such as stock ponds (as defined in Section 25), wildlife guzzlers (which collect rain, snow and runoff to provide a water source for wildlife), wetlands, and other agricultural or wildlife - friendly water features, each under one acre in size, are permitted in a manner consistent with the Purposes of this Deed and all Applicable Laws in accordance with the Resource Management Plan. 7. Utilities. Grantor is permitted to establish underground utilities to serve the structures, provided that such utilities shall be located either along an existing road or in a location approved by the Grantees with consideration of upholding the Conservation Values or as permitted by easements or rights -of -way existing prior to the grant of this Deed, and as follows: a) Water Wells. Water wells, pumps. and low -impact (defined in Section 21.1) water storage tanks, and maintenance and repair thereof, are permitted as necessary for permitted residential, agricultural, and wildlife uses of the Property in accordance with all Applicable Laws; b) Renewable Energy Technology. Low -impact. renewable energy - generating or -storing structures (terms defined in Section 25 herein) are permitted 10 as necessary to facilitate the Puiposes of this Deed, such as roof -mounted solar panels, solar- or wind -powered pumps or solar -powered electric fences. Commercial production of energy or the connection of renewable energy - generating structures to the power grid requires the Grantees' prior approval. The term "low -impact" is defined for the purpose of this Deed in Section 25. Any energy in excess of Grantor's consumption may be sold, conveyed. or credited to a provider of retail service to the extent permitted by Colorado law. An installation of alternative energy improvements shall be designed and located so as to minimize impacts to the Conservation Values of the Property. Grantor shall promptly reseed and restore any surface impacts that result from the installation or maintenance of any above -described improvements to as close to the Property's original condition as possible within three months, season permitting, or as otherwise approved by the Grantees. 8. No Subdivision. The division, subdivision, or de facto subdivision of the Property by legal or physical process (including, but not limited to, platting, testamentary division, or other process by which the Property is divided in ownership or in which legal or equitable title to different portions of the Property are held by different owners), into more than one parcel of land is prohibited. B. Natural Resource Management Land Use. Grantor recognizes the importance of good resource management and stewardship to preserve and protect the Conservation Values. To facilitate periodic communication between Grantor and Grantees about management issues that may impact the Conservation Values, the Property shall be operated and managed in accordance with a "Resource Management Plan" jointly prepared and agreed upon by Grantor and Grantees within one year of the Effective Date. Grantees shall provide the Resource Management Plan to the Board. The Parties shall review the Management Plan at least every five years and update it if either Party determines an update is necessary. The Resource Management Plan is designed to maintain or enhance the Conservation Values and general ecosystem health of the Property, and is consistent with the terms and Purposes of this Deed. To that end, the Resource Management Plan shall be based upon then -current Best Management Practices for protecting water quality and sensitive wildlife species and habitat, and where relevant the Grantees may consult the CPW, Natural Resources Conservation Service ("NRCS"), or other outside agency for guidance on the Resource Management Plan, land uses in question, or both. Grantor recognizes the importance of good resource management and stewardship to preserve and protect the Conservation Values. Accordingly, Grantor agrees not to alter the topography of the Property through placement or removal of soil, gravel, land fill, or other materials nor to impair or disturb the relatively natural habitat for native plants, wildlife, or ecosystems on the Property, except: (a) as necessary in emergencies including wildfire, flood and landslide; (b) as approved by the Grantees and any required permitting agencies for habitat enhancement or restoration purposes, or pursuant to the Resource Management Plan; (c) as necessary for improvements described in Section 4.B above; (d) as necessary for uses described in this Section 4.C, below. No surface alterations may be made that damage the Conservation Values, including the Ti Property's use for agriculture. 1. Forest and Vegetation Management. Commercial timber harvesting is prohibited. Selective cutting and thinning of trees, shrubs and vegetation on the Property is permitted in a low -impact manner (as defined in Section 25, Definitions) or as otherwise permitted in the Resource Management Plan in order to control fire danger, insects, weeds, and disease; to prevent personal injury and property damage; or to otherwise maintain the health of the wildlife habitat or ecosystem. Grantees' approval is required for removal of native trees or shntbs within 100 feet of streambanks or wetland areas, except as necessary to maintain and protect public and personal safety along the Trail; or for any vegetation management activities that exceed the definition of low - impact. 2. Weed Control. Grantor agrees to control noxious weeds and invasive plant species on the Property in accordance with the Colorado Noxious Weed Act (January 23, 2006), as amended, and other Applicable Laws, and shall not intentionally introduce noxious weeds or invasive species to the Property. 3. Off -Road Use of Vehicles. Off -road use of motor vehicles including snowmobiles is permitted only as necessary for property maintenance, agriculture, hunting, and range management, in a manner that does not result in rutting, erosion, harassment of wildlife, or damage to the natural ecosystems or scenic values of the Property and in emergency situations. 4. Hunting. Hunting, fishing and the leasing of hunting rights on the Property may be permitted or prohibited at Grantor's discretion and in accordance with all CPW regulations and other Applicable Laws. 5. Trash and Dumping. Grantor shall not dump or permanently accumulate trash, garbage, or other refuse on the Property, except for agricultural by-products and compostablc matter produced or used on the Property. 6. Mining and Minerals. There is no current or past history of mineral development or mining on the Property. Mining, quarrying, drilling, boring, or exploring for or removing oil, gas, minerals, rocks, stones, gravel or earth (collectively hereafter "minerals") on or below the Property is prohibited, except by third party mineral rights holders having the pre-existing right to this grant of Deed to explore for, extract or develop minerals associated with the Property. Grantor shall not sell, lease, transfer or separate from the Property any mineral rights owned or controlled by Grantor as of the date of this Dccd grant. a) Current Mineral Leases and Development. There are no active oil and gas or other mineral leases or agreements on or affecting the Property as of the date of this Deed grant. 7. Commercial and industrial Activities. No industrial uses shall be allowed on the Property. Commercial uses arc allowed, as long as they are conducted in a manner that is consistent with I.R.C. § 170(h) and the terms and Purposes of this Deed. 8. Signage or Billboards. No commercial signs, billboards, awnings, or advertisements shall be displayed or placed on the Property, except for appropriate and customary ecological and programming 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 educational uses. Any such signs shall be located and designed in a mariner consistent with the Purpose. Grantees shall erect one or more signs visible from the nearest public roadway, or from an alternative location approved by the Board, identifying the Board's Grant and investment in this Property to the public. 9. Educational Programming. Low -Impact (as defined below in Section 25), non -motorized recreational uses such as hiking, horseback riding, biking, cross-country skiing, hunting, fishing and camping are permitted on the Property in a non -intensive manner and with little to no impact to or on protected Conservation Values, consistent with the teens and Purposes of this Deed. Motorized recreational use is prohibited except as incidental to permitted activities identified in the Resource Management Pan and in a manner that does not result in rutting, erosion, harassment of wildlife, or other damage to the Conservation Values. Tracks or courses for dirt bikes, snowmobiles, or motorcycles are prohibited. Public or commercial shooting ranges are also prohibited. Trails are permitted only in accordance with Section 4.A.4, Trails, of this Deed. 10. Rights Retained by Grantor. Subject to interpretation under Section 17 titled "Interpretation," as owners of the Property, Grantor retains the right to perform any act not specifically 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. 11. Public Access. Nothing herein contained shall be construed as affording the public other than visual or discrete educational access to the Property. 5. Representations and Warranties. Grantor represents and warrants that, after reasonable investigation and to the best of its knowledge: A. Except for fuels customarily used or transported in connection with agricultural and construction activities; no substance defined, listed, or otherwise classified pursuant to any federal, state, or local law or regulation as hazardous, toxic, polluting, or otherwise or threatening to human health or the environment exists or has been used or released on the Property; B. There are not now any underground storage tanks located on the Property, and no underground storage tanks have been removed from the Property in a manner not in compliance with Applicable Laws; }g C. Grantor and the Property are in compliance with all federal, state, and local laws and regulations applicable to the Property and there is no existing, pending or threatened litigation affecting or relating to the Property; D. Grantor has good and sufficient title to the Properly and has lawful authority to grant and convey the Deed, that any mortgages or liens on the Property are subordinate to the terms of this Deed, and that Grantor shall warrant and forever defend the title to the Deed against all and every person or persons lawfully claiming by, through or under Grantor, the whole or any part thereof, except for rights -of -way, easements, restrictions, covenants and mineral reservations of record. 6. Notice of Intention to Undertake Certain Permitted Actions. The purpose of requiring Grantor to notify Grantees prior to undertaking certain permitted activities is to afford Grantees an opportunity to ensure that the activities in question are designed and carried out in a manner consistent with the purpose of this Deed. Whenever notice is required, Grantor shall notify Grantees in writing not Icss than thirty (30) days prior to the date Grantor intend to undertake the activity in question. The notice shall describe the nature, scope, design, location, timetable, and any other material aspect of the proposed activity in sufficient detail to permit Grantees to make an infonned judgment as to its consistency with the purpose of this Deed. 7. Grantees' Approval. Where Grantees' approval is required, Grantees shall grant or withhold its approval in writing within sixty (60) days of receipt of Grantor's written request therefor. Grantees' approval may be withheld only upon a reasonable detertnination by Grantees that the action as proposed would be inconsistent with the purpose of this Deed. Failure ofGrantees to respond within the required sixty (60) days shall not be deemed approval by Grantees. 8. Responsibilities of Grantor and Grantees Not Affected. Other than as specified herein, this Deed is not intended to impose any legal or other responsibility on Grantees, 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 Grantees arc ever required to pay any taxes or assessments on its interest in the Property, Grantor will reimburse Grantees 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. Grantees shall have no obligation for the upkeep or maintenance of the Property. C. Liability and lndeinnification. Grantor shall hold harmless, indemnify, and defend Grantees and the Board and the members, directors, officers, employees, agents, and contractors and the heirs, representatives, successors, and assigns of each of them (collectively "Indemnified Parties") from and against all liabilities, penalties, costs, losses, damages, expenses, causes of action, claims, demands. or judgments, including without limitation reasonable attorneys' fees, arising from or in any way connected with: 14 (1) injury to or the death of any person, or physical damage to any property, resulting from any act, omission, condition, or other matter related to or occurring on or about the Property, regardless of cause, unless due solely to the negligence of any of the Indemnified Parties; (2) the obligations specified in Section 10; and (3) the presence or release of hazardous or toxic substances on, under or about the Property. For the purpose of this Section 9, hazardous or toxic substances shall mean any hazardous or toxic substance that is regulated under any federal, state or local law. Without limiting the foregoing, nothing in this Deed shall be construed as giving rise to any right or ability in Grantee or the Board, nor shall Grantees or the Board 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, or any similar law or regulation. 1. Limitation on Liability. Nothing in this Deed shall be deemed to alter protections provided to the Grantor or Grantees under Colorado's recreational use statute C.R.S §33-41-103, or any subsequent legislation. Grantor and Grantees specifically agree that Grantor is both the owner and the manager of the Property, and Grantees shall not be held liable for Grantor's management of the Property. Grantor shall ensure that any public access is consistent with Colorado's recreational use statute C.R.S. § 33-41- l01 et seq. and the Parties are each responsible for determining independently if the recreational use statute provides immunity to such Party for the public's access to and use of the Property. Nothing in this Deed shall be deemed to alter protections provided to Grantees and Grantor under C.R.S §33-41-103, or any subsequent legislation. 9. Enforcement. Grantees shall have the right to prevent and correct, or require correction of violations of this Deed. Grantees are not responsible for monitoring for or enforcing violations of any Applicable Laws, permits, or third party contracts affecting the Property now or in the future, except to the degree that any violations of Applicable Laws also violates this Deed, damage the Conservation Values, or be otherwise inconsistent with the Purposes or terms of this Deed. If the Grantees find what they believe is a violation, or a threat of a violation of this Deed, the Grantees shall notify Grantor and the Board in writing of the nature of the alleged violation. Upon receipt of this notice, Grantor shall immediately discontinue any activity associated with the alleged violation or, in the case ofa third -party violating the Deed, shall take any reasonable steps necessary to discontinue such third party's activity. After receipt of a notice of violation, Grantor shall do the following: (a) restore the Property within 60 days as is best possible to its condition prior to the violation, or if immediate restoration is not possible, Grantor shall submit a restoration plan to the Grantees within 60 days; or (b) provide a written explanation to the Grantees of the reason why the alleged violation should be permitted. If the Grantees are not satisfied with Grantor's written explanation or restoration actions, the Parties agree to meet as soon as possible to resolve their difference. If a resolution cannot be achieved at the meeting, the Parties agree to attempt to resolve the dispute through mediation as provided below. The Board shall in no event be required to participate in any mediation. 15 At any time, including if Grantor does not immediately discontinue any activity that could increase or expand the alleged violation, or if the Grantees believes an ongoing, imminent, or threatened activity violates the Deed, the Grantees may take immediate legal action to stop the activity without prior notice to Grantor, without waiting for the period provided for cure to expire, and without waiting for the 60-day mediation period to expire. The Grantees may bring an action at law or in equity, ex par to as necessary, in a court of jurisdiction to enforce the terms of this Deed and to enjoin a violation by temporary or permanent injunction, which may require restoration of the Property to the condition that existed prior 10 the violation. The Grantees' remedies described here shall be in addition to all remedies now or hereafter existing at law or inequity, and shall include, without limitation, the right to recover damages for violation of the terms of this Deed or injury to the Conservation Values, including damages for the loss of scenic, aesthetic, or environmental values, and the right to other- remedies designed to deter bad acts, including restitution of tax benefits or payments for the Deed, disgorgement of profits, and liquidated and punitive damages. The Grantees, may apply any damages recovered to the cost of undertaking restorative, remedial or corrective action on the Property without limiting Grantor's liability for such damages or corrective action. Enforcement of the terms of this Deed shall be at the sole discretion of the Grantees, and any forbearance by the Grantees to exercise its rights under this Deed shall not be construed to be a waiver by the Grantees of its rights, or of any term(s) of the Deed, including any subsequent breach of the same or other tenn(s) of this Deed. No delay or omission by the Grantees in the exercise of any right or remedy shall impair such right or remedy or be construed as a waiver. The failure of the Grantees to discover a violation or to take immediate legal action shall not bar the Grantees from doing so at any time after the date upon which the violation is discovered. All reasonable costs incurred by the Grantees in enforcing the terms of this Deed by legal or other means, including but not limited to expert fees, staff time, legal fees, and costs of pursuing legal or other action, and costs of restoration necessitated by Grantor's violation of the terms of this Deed, shall be borne by Grantor, unless Grantor ultimately prevails in a judicial enforcement action, in which case each Party shall bear its own costs, unless Grantees or Grantee is found by a final court of competent jurisdiction to have actcd in bad faith. If Grantees or Grantee prevails in part, then Grantor shall be responsible for all fees and costs of that Grantee as set forth above. If the Parties agree to mediation, the Parties will equally share the cost of the mediator's fee. 10. Natural Events Beyond Grantor's Control. Unless otherwise specified, nothing in this Deed shall require Grantor to take any action to restore the condition of the Property after any fire, act of God or other natural event over which Grantor had no control. Grantee may not bring an action against Grantor to enforce against violations of this Deed resulting from any tire, act of God, or other natural event over which Grantor had no control, or from any reasonable and prudent action taken by Grantor under emergency conditions to prevent, abate, or mitigate significant injury or damage to the Property from such causes. For purposes of this Deed, "natural event" or "events over which Grantor has no control" shall not include acts of third parties. 1 1. Transfer of Deed; Requirement for Assignment or Enforcement. Each Grantee, with the approval of the other Grantee in its sole discretion, shall have the right to transfer all (and not less than all) of its rights and obligations created by this Deed and to assign its rights and obligations hereunder to any private nonprofit organization that, at the time of transfer, (i) is a t5 qualified organization under § 170(h) of the IRC, and under C.R.S. Section 38-30.5-101, et seq., (a "Qualified Organization"), (2) expressly agrees to assume the responsibility imposed on such Grantee by this Deed and (3) agrees that the conservation purposes that this Deed is to advance continue to be carried out. A. The Board shall have the right to require Grantee to assign its rights and obligations under this Deed to a different organization if Grantee ceases to exist; is unwilling, unable, or unqualified to enforce the terms and provisions of this Deed; or is unwilling or unable to effectively monitor the Property for compliance with this Deed at least once every calendar year. Prior to any assignment under this Section 11.A, the Board shall consult with Grantee and provide Grantee an opportunity to address the Board's concerns. If the Board's concerns are not addressed to the satisfaction, the Board may require that Grantee assign this Deed to an organization designated by the Board that complies with Section 11(1), (2), and (3) above. 12. Transfer of the Property. Grantor shall notify Grantees and Board 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. Grantees shall have the right to record a document in the real property records in Pitkin and Gunnison County to put such third parties on notice of the requirements of this paragraph. Failure to provide notice pursuant to this paragraph or such recorded document shall not invalidate any transfer of the Property. 13. Amendment of Deed. This Deed may be amended only with the express prior written consent of Grantees, Board, and Grantor by an instrument duly executed by Grantor and Grantees recorded in the real property records of Gunnison County, Colorado. Any such amendment shall be consistent with the purposes of this Deed and shall comply with § 170(h) of the IRC, or any regulations promulgated thereunder. Any such amendment shall also be consistent with Colorado Revised Statutes §38-30.5-101, et seq., or any regulations promulgated thereunder, and shall not affect the perpetual duration of this Deed. 14. Real Property Interest. Grantor and Grantees stipulate that as of the date of this Easement, they are each vested with a real property interest in the Property. The Parties further stipulate that the Grantee's interest in the Easement has a value that shall be determined by a qualified conservation easement real estate appraisal at the time of extinguishment, condemnation, or any other event terminating part or all of the Easement on the property, should any such event occur in the future. This value shall be represented as a percentage of the fair market value of the Property that is at least equal to the proportionate value that the Easement bears to the value of the Property as a whole at the time of the Easement's grant, which percentage shall remain constant in relation to any future fair market value of the Property. Such percentage shall be used for determining the Grantees' proportion of proceeds from any payment of damages or action resulting from circumstances described in the Extinguishment and Condemnation paragraphs below and including other events of partial or complete termination of the Easement. The Grantees' right to proceeds and the rights shall survive any termination of the Easement. 15. Condemnation or Other Extinguishment. If this Deed is taken, in whole or in part, by exercise of the power of eminent domain ("Condemnation"), or if circumstances arise in the tit future that render the Purpose impossible to accomplish, this Deed can only be terminated, whether in whole or in part, by judicial proceedings in a court of competent jurisdiction. Each Party shall promptly notify the other Party and the Board in writing when it first learns of such circumstances. Grantees shall be entitled to full compensation for its interest in any portion of this Deed that is terminated as a result of Condemnation or other proceedings. Grantees' proceeds shall be an amount at least equal to the Easetnent Value Percentage multiplied by the value of the unencumbered fee simple interest in the portion of the Property that will no Ionger be encumbered by this Decd as a result of Condemnation or termination. Grantor shall not voluntarily accept proceeds equal to less than the full fair market value of the affected Property unrestricted by this Decd without the approval of Grantees and the Board. The Board shall be entitled to receive fifty- four percent (54%) of Grantee's proceeds, Pitkin County shall be entitled to receive twenty-seven percent (27%) of Grantee's proceeds, and CBLT shall be entitled to receive nineteen percent (19.0%) of Grantee's share of proceeds. Grantee shall use its proceeds in a manner consistent with the conservation purposes of this Deed. Grantee's remedies described in this Section 15 shall be cumulative and shall be in addition to any and all remedies now or hereafter existing at law or in equity, including the right to recover any damages for loss of Conservation Values as described in C.R.S. § 38-30.5-108. 1 6. Additional Board Refund. The Board's Grant has provided partial consideration for Grantor's acquisition of fee title to the Property above and beyond this Deed; therefore, any voluntary sale, conveyance, transfer, or other disposal of all or any portion of Grantor's interest in the Property or associated water rights ("Salt"), excluding any lease of the Property or the water rights to a third party in the ordinary course of using the Property for permitted purposes, shall constitute a material change to the Grant that shall require prior written Board approval and may require a separate refund to the Board of an amount to compensate the Board for use of the Board's Grant, plus administrative costs (the "Additional Board Refund"). In the event of any condemnation of the fee title, the requirements of this section shall continue to apply with the exception of the need for prior written Board approval. A. Amount. The amount of the Additional Board Refund shall be based upon a percentage of Grantor's net proceeds from the Sale or condemnation of the fee title (which shall be defined as the fair market value of the property being sold in the Sale or condemnation of the fee title, minus direct transaction costs) ("Net Proceeds"). The Additional Board Refund shall be determined by: a) first dividing the portion of the Board's Grant amount attributed to the original purchase price by the original purchase price for fee title to the Property; b) then by multiplying the resulting ratio by the Net Proceeds; and c) adding interest figured from the Grant payment date at the Prime Rate listed by the Federal Reserve Bank of Kansas City, Missouri that is most current on the effective date of the Sale or condemnation of the fee title. The Board may, in its sole discretion, waive the requirement for payment of interest or reduce the amount of interest due at the time of the Sale or condemnation of the fee title. The Additional Board Refund shall be paid to the Board in cash or certified funds on or before the effective date of the Sale or condemnation of the fee title. B. Possible Exception to Refund Requirement. If a Sale or condemnation of the fee title occurs to a third party that is eligible to receive open space funding from the Board, and the Board has provided written confirmation of the third party's eligibility, Grantor - shall not be required to pay the Board an Additional Board Refund, unless the Board determines in its sole discretion that one or more aspects of the Grant have changed that reduce the Grant project's scope from that of the original Grant as approved by the Board. 17. interpretation. This Deed shall be interpreted under the laws of the State of Colorado, resolving any ambiguities and questions of the validity of specific provisions so as to preserve the Conservation Values and give maximum effect to its conservation purposes. 18. Perpetual Duration. The easement created by this Deed shall be a servitude running with the Iand in perpetuity. Every provision of this Deed that applies to Grantor or Grantees shall also apply to their respective agents, heirs, executors, administrators, assigns, and all other successors as their interests may appear. A party's rights and obligations under this Deed terminate upon a permitted transfer of the party's interest in this Deed or the Property, except that liability for acts or omissions occurring prior to transfer shall survive transfer. 19. Notices. Any notices required by this Deed shall be in writing and shall be personally delivered or sent by certified mail, return receipt requested, to Grantor, Grantees, and Board respectively at the following addresses, unless a party has been notified by the other of a change of address. 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: AVLT Special Projects, LLC 320 Main Street, Suite 204 Carbondale, Colorado 81623 To Grantees: Board of County Comrnissioners of Pitkin County, Colorado c/o Open Space and Trails 530 East Main Street, Suite 202 Aspcn, Colorado 81611 Crested Butte Land Trust 308 Third Street P.O. Box 2224 Crested Butte, Colorado 81224 To the Board: Executive Director Statc Board of the Great Outdoors Colorado Trust fund 1900 Grant Street, Suite 725 Denver, CO 80203 or to such other address as either Party or the Board from time to time shall designate by written ra notice to the other. 20. Grantor's Title Warranty. Grantor warrants that Grantor has good and sufficient title to the Property and hereby promises to defend the same against all claims from persons claiming by, through or under Grantor. 2I . Grantor's Environmental Watxantyf and Indemnity. Grantor warrants that Grantor, without duty of inquiry, has no actual knowledge of a release or threatened release of Hazardous Substances or wastes on the Property. For the purposes hereof, "Hazardous Substances" does not mean any typical agricultural chemicals such as herbicides and pesticides utilized on properties of this type in Gunnison 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 Grantees, nor shall Grantees 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. 22. Subsequent Liens on the Property. No provisions of this Deed shall be construed as impairing the ability of Grantor to use the Property as collateral for subsequent borrowing, provided that any mortgage or lien arising from such a borrowing shall be subordinated to this Deed. 23. Non -Merger. A merger of this Deed and the fee title to the Property cannot occur by operation of law because, in addition to Grantees' rights and interest under this Deed, the Board has rights under this Decd. Under Colorado law, the existence of these rights precludes unity of title. If the Grantee wishes to acquire fee title to the Property or any additional interest in the Property (such as a leasehold), Grantee must first obtain the written approval of the Board. As a condition of such approval, the Board may require that Grantee first transfer the Deed to another qualified organization consistent with Section 18 above. In the event Grantee acquires fee title interest or any other interest in the Property without Grantee's prior knowledge (e.g., receiving real property by will), Grantee must immediately provide notice of its acquisition to the Board, and the Board may require that Grantee transfer this Deed to another qualified organization consistent with Section 18 above. 24. Recording. Grantees shall record this Deed in the official records of Gunnison County, and may re-record it at any time as may be required to preserve Grantees' rights hereunder. 25. Amendment. If circumstances arise under which an amendment to or modification of this Deed or any of its exhibits would be appropriate, Grantor and Grantees may jointly amend this Deed so long as the amendment (i) is consistent with the Conservation Values and Purpose of this Deed, (ii) does not affect the perpetual duration of the restrictions contained in this Deed, (iii) does not affect the qualifications of this Deed under any applicable laws, (iv) complies with Grantees' and the Board's procedures and standards for amendments (as such procedures and standards may be amended from time to time), and (v) receives the Board's prior written approval. Any amendment must be in writing, signed by the Parties, and recorded in the records of the Clerk 20 and Recorder of the county or counties in which the Property is located. A copy of the recorded amendment shall be provided to the Board. Amendment of the Deed shall not affect the Deed's priority against any intervening liens, mortgages, easements, or other encumbrances. In order to preserve the Deed's priority, the Board may require that Grantees obtain subordinations of any liens, mortgages, easements, or other encumbrances, and the Board may require a new title policy. For the purposes of the Board's approval under item (v) above, the tern "amendment" means any instrument that purports to alter in any way any provision of or exhibit to this Deed. Nothing in this Section 24 shall be construed as requiring Grantees or the Board to agree to any particular proposed amendment. 26. Definitions. For the purposes of this Deed, the following words and phrases are defined as follows: A. Deed. The terns "Deed," "conservation easement," "Deed of Conservation Easement," and "Deed of Conservation Easement in gross" refer to this legal document and to the immediately vested interest in real property defined by Colorado Revised Statutes §§38-30.5-101 et seq. B. Applicable Laws. The teen "Applicable Laws" refers to all relevant federal, state, and local statutes, ordinances, judicial decisions, executive orders, codes or regulations having the force and effect of law that have bearing on or may control certain uses allowed by the Decd. C. Low -Impact. The terrn "Low -Impact" refers to activities or improvements whose location, use and construction have negligible or no surface impact on the Property and do not damage the Conservation Values (meaning, they have no scenic impact from public rights -of -way; do not result in harassment of wildlife, increased erosion or compaction of soils; earthmoving or re -contouring of land; construction of roads or installation of utility lines; nor damage to relatively natural habitat including rivers, wetlands, riparian areas or other water resources). D. Off -Grid. The tern "off -grid" refers to structures or improvements that do not require utilities such as electricity or water, or that are not connected to the local or national power grid. Instead, power or water may be provided by attached, built-in, or adjacent energy sources or wells, respectively. E. Renewable Energy Resource. The Term "renewable energy resource" refers to an energy source that is replaced rapidly by natural processes, such as biomass, hydro, geothermal, solar or wind. F. Renewable Energy Generating Structures. The term "renewable energy generating structures" refers to structures used to collect renewable energy resources that are replaced rapidly by natural processes, such as biomass, hydro, geothermal, solar or wind. G. Stock Ponds. Stock ponds, also known as livestock water tanks, are defined in C.R.S. § 35-49-103 and for the purpose of this Deed as including "all reservoirs created by dams constructed after April 17, 1941, on watercourses, the channels of which are normally 21 dry as determined by the state engineer, having a capacity not exceeding ten acre feet and a vertical height not exceeding fi ftcen feet from the bottom of the channel to the bottom of the spillway to be used for stock watering purposes." 27. 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 Grantees of the transfer of any interest in the Properly at least twenty (20) days prior to the date of such transfer. The failure of Grantor to perform any act required by this paragraph shall not impair the validity of this Deed or limit its enforceability in any way. 28. Liberal Construction. Any general rule of construction to the contrary notwithstanding, 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 purpose of this easement that would render the provision valid shall be favored over any interpretation that would render it invalid. 29. Deed Correction. The Parties shall cooperate to correct mutually acknowledged errors in this Deed (and exhibits), including typographical, spelling, or clerical errors. The Parties shall make such corrections by written agreement, which the Board must first approve in writing. Any corrections shall be recorded in the records of the Clerk and Recorder of the county or counties in which the Property is located. 30. Severability. If any provision of this Deed, or the application thereof to any person or circumstance, is found to be invalid, the remainder of the provisions of this Deed, or the application of such provision to persons or circumstances othcr than those as 10 which it is found to be invalid, as the case may be, shall not be affected thereby. 3I. 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 casement, all of which arc merged herein. 32. No Forfeiture. Nothing contained herein will result in a forfeiture or reversion of Grantor's title in any respect. 33. Successors. The covenants, terms, conditions, and restrictions of this Deed shall be binding upon, and inure to the benefit of, the parties hereto and their respective personal representatives, heirs, successors, and assigns and shall continue as a servitude running in perpetuity with the Property. 34. Termination of Rights and Obligations. A party's rights and obligations under this Deed terminate upon transfer of the party's interest in the Deed or Property, except that liability for acts or omissions occurring prior to transfer shall survive transfer. 35. Captions. The captions in this instrument have been inserted solely for convenience 72 of reference and are not a part of this instrument and shall have no effect upon construction or interpretation. 36. Third Party Enforcement. This Deed is voluntarily entered into by and between Grantor and Grantees and does not create enforcement rights or responsibilities in any other third parties, including the general public. 37. Acceptance. As attested by the signature of an authorized party affixed hereto, Grantees hereby accept, without reservation, the rights and responsibilities conveyed by this Deed. Grantees acknowledge receipt and acceptance of this Deed encumbering the Property for which monetary consideration was provided, but no goods or services were provided. 38. Change of Conditions. A change in the potential economic value of any use that is prohibited by or inconsistent with this Decd, or a change in any current or future uses of neighboring properties, shall not constitute a change in conditions or circumstances that make it impossible for continued use of the Property, or any portion thereof, for conservation purposes and shall not constitute grounds for terminating the Deed in whole or in part. In conveying this Deed, the Parties have considered the possibility that uses prohibited or restricted by the terns of this Deed may become more economically valuable than permitted uses, and that neighboring or nearby properties may in the future be put entirely to such prohibited or restricted uses. It is the intent of Grantor, Grantees and the Board that any such changes shall not be deemed to be circumstances justifying the termination or extinguishment of this Deed, in whole or in part. In addition, the inability of Grantor, or Grantor's heirs, successors, or assigns, to conduct or implement any or all of the uses permitted under the terns of this Decd, or the unprofitability of doing so, shall not impair the validity of this Deed or be considered grounds for its termination or extinguishment, in whole or in part. 39. Authority to Execute. Each Party represents to the other that such Party has full power and authority to execute, deliver, and perform this Deed, that the individual executing this Deed on behalf of each Party is fully empowered and authorized to do so, and that this Deed constitutes a valid and legally binding obligation of each Party enforceable against each Party in accordance with its terms. 40. No Land Use Approvals Imputed to Deed. Grantor shall be solely responsible for compliance with applicable laws in regard to the exercise of rights reserved herein, and nothing contained in this Deed is intended to represent a permit or land use approval. IN WITNESS WHEREOF, Grantor and Grantees have executed this Deed as of the day and year first above written. «SIGNATURE PAGES AND ACKNOWLEDGMENTS TO FOLLOW» GRANTOR: AVLT Special Projects, LLC, a Colorado limited liability company Suzanne phens, MA1ra.q- AVLT Special Projects, LLC STATE OF C Otorc c O ss. COUNTY OF _qiGl t eld . ) 1/1.41 r•� ,- Acknowledged before me this D day of oC1}0b.r, 2023, by Suzanne Stephens as r of AVLT Special Projects, LLC, a Colorado limited liability company. Witness my hand and official seal. My commission expires: Feb 13 zozl KEYLA LIZETH FIGUEROA FLARES NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20234005930 MY COMMISSION EXPIRES FEB 13, 2027 GRANTEE: BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO Chair Pic-tviitt STATE OF COLORADO } )ss. COUNTY OF PITKIN } The foregoing document was acknowledged before me on this 514 day of a^ N , 2023 by , Chair of the BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLO ' O Witness my hand and official seal. My commission expires: Public Richard Young NeNsy III NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20474026591 IfY COMMISSION EXPIRES Februery4. 2028 GRANTEE: CRESTED BUTTE LAND TRUST, a Colorado nonprofit corporation. Jake Jones, E Crested Butt 'e Dire Trust STATE OF COLORADO )ss. COUNTY OF GUNNISON r foregoing document was acknowledged before me on this _ day of C'b�' , 2023 by Jake Jones, Executive Director of CRESTED BUTTE LAND TRUST, a Colorado nonprofit corporation. Witness my hand and official seal. My commission expires: /p-o. (47 ERIN LJEFFERY NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20134036773 Mr COMMISSION COWS Mien 26 EXHIBIT A Legal Description A PARCEL OF LAND SITUATED IN THE GREENSBORO PLACER UNITED STATES SURVEY NO. 12204, AND VALLEY LODE UNITED STATES SURVEY NO. 3388, TOWNSHIP 1 l SOUTH RANGE 87 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF GUNNISON, STATE OF COLORADO; SAID PARCEL OF LAND ALSO BEING DESCRIBED AS TIIE OUTWARD BOUND WILDERNESS, INC. PARCEL ON THAT BOUNDARY LINE ADJUSTMENT PLAT RECORDED AUGUST 5, 2003 UNDER RECEPTION NO, 533356; SAID PARCEL OF LAND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT CORNER NO. 1 OF SAID GREENSBORO PLACER, A 3 1/4 ALUMINUM CAP, LS NO. 19598 FOUND IN PLACE (WITH ALL BEARINGS HEREIN BEING RELATIVE TO A BEARING OF SOUTH 84°47' 10" EAST BETWEEN CORNER NO. 6 AND CORNER NO. 7 OF SAID GREENSBORO PLACER, MONUMENTED WITH FOUND STONES); SAID CORNER ALSO BEING CORNER NO. l OF THE LACY PLACER (USMS 8260) THENCE SOUTH 89°05'56" EAST ALONG THE 1-2 LINE OF SAID GREENSBORO PLACER 110.57 FEET, MORE OR LESS, TO CORNER NO. 2 OF SAID GREENSBORO PLACER, A POINT ON THE 6-7 LINE OF GUILFORD LODE (USMS 6361) WHENCE A 3 1/4" ALUMINUM CAP, LS NO. 19598 FOUND IN PLACE BEARS NORTH 89°05'56" WEST 12.56 FEET; THENCE LEAVING SAID 1-2 LINE NORTH 63°52'02" EAST ALONG THE COMMON LINE BETWEEN SAID GREENSBORO PLACER AND SAID GUILFORD LODE 181.50 FEET TO CORNER NO. 3 OF SAID GREENSBORO PLACER, A 3 1/4" ALUMINUM CAP, LS NO. 19598 FOUND IN PLACE (SAID POINT ALSO BEING CORNER NO. 7 OF SAID GUILFORD LODE); THENCE CONTINUING ALONG SAID COMMON LINE SOUTH 26°09'38" EAST ALONG TIIE 3-4 LINE OF SAID GREENSBORO PLACER 300.00 FEET TO CORNER NO. 4 OF SAID GREENSBORO PLACER, A 3 1/4 ALUMINUM CAP, LS NO. 19598 FOUND IN PLACE (SAIL] POINT ALSO BEING CORNER NO. 8 OF SAID GUILFORD LODE); THENCE CONTINUING ALONG SAID COMMON LINE SOUTH 63°52'02" WEST ALONG THE 4-5 LINE OF SAID GREENSBORO PLACER 134.95, MORE OR LESS, FEET TO CORNER NO. 5 OF SAID GREENSBORO PLACER, SAID POINT BEING A POINT ON SAID 8-5 LINE OF SAID GUILFORD LODE (WI IENCE A REBAR AND CAP, LS NO. 19598 FOUND IN PLACE BEARS SOUTH 4°05'44" EAST 2.55 FEET); THENCE LEAVING SAID COMMON LINE SOUTH 04°05'44" EAST ALONG TIIE 5-6 LINE OF SAID GREENSBORO PLACER 189.25 FEET TO CORNER NO. 6 OF SAID GREENSBORO PLACER, A STONE IN PLACE; TIIENCE LEAVING SAID 5-6 LINE SOUTII 84°47'10" EAST ALONG TIIE 6-7 LINE OF SAID GREENSBORO PLACER 400.64 FEET TO A REBAR AND CAP, LS NO. 19598 FOUND IN PLACE, SAID POINT ALSO BEING A POINT ON TIIE SOUTJ IERLY BOUNDARY LINE OF SAID OUTWARD BOUND WILDERNESS INC. PARCEL, ACCORDING TO THE OUTWARD BOUND WILDERNESS, INC.BRIDGE/PLACEK BOUNDARY LINE ADJUSTMENT PLAT RECORDED AUGUST 1, 2003 AS RECEPTION NO. 533356; THENCE LEAVING SAID 6-7 LINE ALONG SAID SOUTIIERLY BOUNDARY LINE TIIE FOLLOWING SDC (6) COURSES: 27 1) NORTH 45° 16'25" EAST 479.05 FEET TO A REBAR AND CAP, LS NO. 19598 FOUND IN PLACE; 2) SOUTH 74°05'20" EAST 189.33 FEET TO A REBAR AND CAP, LS NO. 19598 FOUND IN PLACE; 3) SOUTH 67°56'14" EAST 35.16 FEET TO A REBAR AND CAP, LS NO. 19598 FOUND IN PLACE; 4) SOUTH 57°59'06" EAST 25.77 FEET TO A REBAR AND CAP, LS NO. 19598 FOUND IN PLACE; 5) SOUTH 57°28'08" EAST 119.35 FEET TO A REBAR AND CAP, LS NO. 19598 FOUND IN PLACE; 6) SOUTH 67° 18' 19" EAST 99.58 FEET TO A REBAR AND CAP, LS NO. 19598 FOUND IN PLACE, SAID POING BEING ON THE COMMON LINE BETWEEN SAID GREENSBORO PLACER AND THE VALLEY LODE (USMS 3388), SAID LINE ALSO BEING THE 10-11 LINE OF SAID GREENSBORO PLACER; THENCE LEAVING SAID SOUTHERLY BOUNDARY LINE SOUTH 44°43'57" EAST ALONG SAID 10-11 LINE 75.28 FEET TO CORNER NO. 11 OF SAID GREENSBORO PLACER, A REBAR AND CAP, LS NO. 19598 FOUND IN PLACE, THENCE LEAVING SAID 10-11 LINE NORTH 78°29'55" EAST 55.09 FEET ALONG THE 11-12 LINE TO CORNER NO. 12 OF SAID GREENSBORO PLACER, A REBAR AND CAP, LS NO. 19598 FOUND IN PLACE; THENCE LEAVING SAID I I-12 LINE NORTH 00°00'47" WEST ALONG THE 12-13 LINE 1302.67 FEET TO CORNER NO. 13 OF SAID GREENSBORO PLACER, A REBAR AND CAP LS NO. 19598 FOUND IN PLACE; THENCE LEAVING SAID 12-13 LINE SOUTH 88°31'34" WEST ALONG THE 13-14 LINE OF SAID GREENSBORO PLACER 1564.78 FEET TO CORNER NO. 14 OF SAID GREENSBORO PLACER, WHENCE A REBAR AND CAP. LS NO. 19598 FOUND IN PLACE STAMPED AS 6' WITNESS CORNER BEARS NORTII 88°31'34" EAST 6 FEET, SAID CORNER NO. 14 ALSO BEING A POINT ON THE COMMON LINE BETWEEN SAID LACY PLACER AND SAID GREENSBORO PLACER; TIIENCE LEAVING SAID 13-14 LINE SOUTH 00°33'55" WEST ALONG SAID COMMON LINE 900.03 FEET, MORE OR LESS, TO TIIE POINT OF BEGINNING, CONTAINING 42.277 ACRES, MORE OR LESS ROCK CREEK MINING DISTRICT COUNTY OF GUNNISON STATE OF COLORADO DESCRIPTION PREPARED BY: SOPRIS ENGINEERING, LLC 502 MAIN STREET SUITE A-3 CARBONDALE, CO 81623 DATED: SEPTEMBER 1, 2023 28 Cu EXHIBIT B-1 Map of Pro ert is 1 r(ger- taig y `FtS 13 S�'pti:y� "7f frle rdr NO: .t. �r 29 EXHIBIT B-2 Survey of Property EXHIBIT C Baseline Attestation Grantor and Grantees acknowledge that each has read the "AVLT Basecamp West Conservation Easement Baseline Documentation Report," prepared by Colorado Wildlife Sciences on September 15, 2023, and that the report accurately reflects the condition of the Property subject to the Easement as of the date of conveyance of the Easement. Grantor: Suzanne Athens, Manager AVLT Special Projects, LLC a Colorado limited liability company Grantees: Fr e Jacober, Chair Karim./ y vai, a, th f _ 6;79, /644/ ,r1 Board of County Commissioners of Pitkin County, Colorado COUNTERSIGNED Jake Jones, Executive Director Crested Butte Land Trust, a Colorado nonprofit corporation EXHIBIT C Baseline Attestation Grantor and Grantees acknowledge that each has read the "AVLT Basecamp West Conservation Easement Baseline Documentation Report," prepared by Colorado Wildlife Sciences on September 15, 2023, and that the report accurately reflects the condition of the Property subject to the Easement as of the date of conveyance of the Easement. Grantor: COUNTERSIGNED Suzanne Stephens, Manager AVLT Special Projects, LLC a Colorado limited liability company Grantees: COUNTERSIGNED Francie Jacober, Chair Board of County Commissioners of Pitkin County, Colorado Jake Jon ecu ector Crested Butte Land Trust, a Colorado nonprofit corporation