HomeMy WebLinkAboutbocc.ord.010-A.2000 AN EMERGENCY ORDINANCE OF
THE BOARD OF COUNTY COMMISSIONERS
OF PITKIN COUNTY, COLORADO
APPROVING COUNTY FINANCING OF ASPEN VALLEY LAND TRUST ACQUISITION
OF A PORTION OF THE RYAN PROPERTY
ORDINANCE #00-010A
REVISED EMERGENCY ORDINANCE OF THE BOARD OF COUNTY
COMMISSIONERS OF PITKIN COUNTY, COLORADO APPROVING COUNTY
FINANCING OF ASPEN VALLEY LAND TRUST ACQUISITION OF A PORTION OF THE
RYAN PROPERTY AND BUDGETING FOR THE ENTIRE ACQUISITION
RECITALS
1. The Pitkin County Open Space and Trails Board of Trustees is charged with the
responsibility of acquiring open space properties within Pitkin County, and;
1 The Pitkin County Open Space and Trails Board of Trustees has designated
certain types of properties as priority acquisitions, with inholdings surrounded by public
lands as one of the priorities.
3. The Ryan parcel is an inholding within the White River National Forest and is
possessed of outstanding scenic values.
4. The parcel is adjacent to the Cathedral Lake Trailhead and upper Castle Creek
road which is not plowed in winter and is a very popular nordic skiing access to the
Pearl Pass area of the White River National Forest.
5. Because of the parcel's proximity to the historic mining town of Ascroft and
Toklat, which just celebrated its 50' year as a local landmark, and its inclusion of
historic sites used by the 10' Mountain Division during World War Two, the Ryan
parcel is important to the cultural heritage of Pitkin County.
6. Joint acquisition by the Pitkin County Open Space and Trails Program and the
Aspen Valley Land Trust ("AVLT") will facilitate a land swap with the federal
government and will therefore enable permanent protection of the Ryan Parcel.
7. On September 16, 1999 the Board of Open Space Trustees passed resolution 99-
04 recommending an expenditure of up to $1,250,000.00 for the purchase of an interest
in the Ryan Parcel, which combined with an interest in the parcel to be acquired by the
AVLT, will vest the entire ownership in the buyers. The Federal Government is
prepared to initiate a swap with Pitkin County whereby the County's $1.25m interest in
F 1
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the Ryan parcel would be exchanged for BLM parcel #79, a 40 acre isolate on the
Crystal River with outstanding open space qualities.
8. On October 7, 1999, the Board of County Commissioners adopted Ordinance
99-42 which authorized the execution of a joint purchase contract for the Ryan Parcel.
The resulting contract was signed by the Board Chair on October 13, 1999.
9. AVLT must borrow funds needed to finance the acquisition of its $1.815m
interest in the Ryan parcel, and must carry this loan until its costs are recouped through
sale of the Devaney Parcel, which the USFS intends to trade for AVLT's Ryan interest.
This swap is projected to take two years to complete. AVLT has a limited ability to
finance this acquisition through a commercial lender. At a minimum, such financing
would require a divided interest in the Ryan Parcel prior to the issuance of the loan, and
would require AVLT to pursue maximum possible development on the Devaney Parcel
to recoup its costs at a commercial lending rate. Commercial financing of AVLT's
Ryan acquisition is problematic also because time is of the essence to the current
landowner to make complete this sale as soon as possible, which limits the County's
ability to consider a Ryan parcel split and Devaney approvals in a thorough manner.
10. The Pitkin County Attorney's Office has determined that Article XIH of the
County's Home Rule Charter authorizes the County to loan funds from the Open Space
Fund to facilitate the protection of Open Space of significant public value, based on the
acquisition of a security interest and contingent conservation easement over AVLT's
interest in the Ryan parcel.
11. The acquisition of the Ryan parcel and loan to AVLT were not anticipated during the
preparation of the year 2000 budget so a supplemental budget appropriation is required
for these transactions and for the anticipated funding reimbursement from a future
issuance of general obligation bonds by the County.
12. Upon due and proper notice, published in accordance with the law, said supplemental
budget will be open for inspection by the public at a designated place, a public hearing will
be held thereon, and interested taxpayers will be given an opportunity to file or register any
objections to said supplemental budget.
13. This Ordinance revises and supercedes the emergency Ordinance adopted by the Board of
County Commissioners on January 26, 2000,
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NOW THEREFORE BE IT ORDAINED BY COUNTY COMMISSIONERS OF PITKIN
COUNTY, COLORADO, AS FOLLOWS:
That the Board of County Commissioners approves a loan of $1.815 million to the Aspen
Valley Land Trust for the purchase of a part interest in the Ryan parcel pursuant to the existing
purchase contract, pursuant to the following terms and conditions.
1. The County will loan such funds at the same government interest rate by which the
funds would be available to the County.
2. The loan agreement will provide that in the event that AVLT is unable to complete
an exchange of its Ryan interest for the Devaney Parcel, or otherwise elects to sell such
interest to any party other than the United State Forest Service, at the County's option and
subject to a recommendation from the Open Space Board of Trustees, AVLT will either
convey a conservation easement over its portion of the Ryan parcel which restricts winter
access to over the snow means, or shall convey it's portion of the Ryan parcel to Pitkin
County in return for elimination of the loan. A conservation easement deed and a deed of
AVLT's interest in the Ryan parcel from AVLT to Pitkin County shall be deposited in
escrow at the loan closing.
3. In the event the federal land trade is successful and AVLT takes title to the Devaney
Parcel, AVLT shall agree that at the County's option, subject to a recommendation of the
Open Space Board of Trustees, AVLT will either
a. seek to sell the Devaney Parcel subject to restrictions on its development which
allows no greater level of development than is necessary to repay the loan plus AVLT's
actual costs, which includes the following; out of pocket expenses incurred in the
ownership, sale, and acquisition of land use approvals for the Devaney Parcel; including,
but not limited to: interest expense, real estate brokerage fees, planning fees and expenses,
legal expenses and insurance, and an administrative fee of$100,000, or
b. shall further restrict development of the Devaney Parcel through a conservation
easement in return for whole or partial forgiveness of the then outstanding balance of the
loan, and whole or partial repayment for AVLT actual costs.
C. assign its ownership of the Devaney parcel to Pitkin County in return for
forgiveness of the loan and repayment of AVLT's actual costs.
4. The agreement period shall not exceed four years from the date of execution. At the end of
this agreement, AVLT, at its sole discretion shall deed to Pitkin County, and Pitkin County
shall accept, all rights in the Ryan Parcel and/or the Devaney Parcel that it owns as of that date
and shall be forgiven for the then outstanding balance of the loan including interest. Pitkin
County and AVLT may extend the terms of the loan for additional time periods by mutual
consent.
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That the Chair is authorized to execute a Loan Agreement, Promissory Note and Deed of
Trust between the County and AVLT following approval of the form of those documents by
the County Attorney's office, and is authorized to execute such other documents as may be
necessary to finalize this transaction.
That the Board of County Commissioners hereby declares its official intent to reimburse
current expenditures from a future issuance of Pitkin County general obligation bonds. The
current expenditures to be reimbursed include the purchase price, loan and other acquisition
costs for the Ryan parcel, and the maximum amount of bonds expected to be issued for this
project is $3,500,000.
That adjustments be made to the year 2000 budget as follows:
OPEN SPACE AND TRAILS FUND 7-771
Previous Revised
Budget This Change Proj Budget
$ $ $
Ryan Parcel Acquisition
Acquisition costs for the Ryan parcel will be reimbursed from a future issuance of county general
obligation bonds:
Bond proceeds 0 3,150,000 3,150,000
Bond issuance costs 0 84,000 85,000
Ryan parcel acquisition and closing costs 0 1,251,000 1,250,000
Loan to AVLT for Ryan parcel acquisition 0 1,815,000 1,815,000
3,150,000
OPEN SPACE AND TRAILS FUND TOTAL
NET REVENUE (EXPENDITURES) CHANGE 0
That because the closing date in the purchase contract has been repeatedly extended and the
landowner is very anxious to avoid additional carrying costs, the purchase must be completed
as soon as possible, this ordinance shall become effective immediately upon adoption at first
reading.
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INTRODUCED, AND ADOPTED ON THE 26 DAY OF JANUARY 2000 AND
SET FOR CONFIRMATION AND PUBLIC HEARING FEBRUARY 23 2000.
NOTICE OF CONFIRMATION AND PUBLIC HEARING IN THE WEEKEND
EDITION OF THE ASPEN TIMES ON THE 8 DAY OF FEBRUARY 2000.
PUBLISHED AFTER ADOPTION IN THE WEEKEND EDITION OF THE ASPEN
TIMES ON THE % DAY OF AtPXtf, 2000.
EFFECTIVE JANUARY 26, 2000, FIRST REVISION EFFECTIVE FEBRUARY 8, 2000.
ATTEST: BOARD OF COUNTY
COMMISSIONERS
OF PITKIN COUNTY, COLORADO
Jea tte Jones Shellie Roy Harpeld
De ty Clerk Chair
APPROVED AS TO FORM:
Deborah Quinn Suz a Konc an
Assistant County Attor ey Couhty Manager
-n. , . I
Dal i , Director
Open Space and Trails Program
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J..,<1413 it to
LOAN AGREEMENT
THIS LOAN AGREEMENT (the "Agreement") is made and entered into this 9
day of February, 2000 between the Aspen Valley Land. a Colorado non profit corporation,
the Board of County Commissioners of Pitkin County. Colorado. a body corporate and
politic.
RECITALS
WHEREAS the Ryan parcel is an inholding within the White River National Forest and
is possessed of outstanding scenic values.
WHEREAS the parcel is adjacent to the Cathedral Lake Trailhead and upper Castle
Creek road which is not plowed in winter and is a very popular nordic skiing access to
the Pearl Pass area of the White River National Forest.
WHEREAS joint acquisition by the Pitkin County Open Space and Trails Program and
the Aspen Valley Land Trust ("AVLT") will facilitate a land swap with the federal
government and will therefore enable permanent protection of the Ryan Parcel.
WHEREAS AVLT must borrow funds needed to finance the acquisition of its $1.815m
interest in the Ryan parcel, and must carry this loan until its costs are recouped through
sale of the Devaney Parcel, which the USFS intends to trade for AVLT's Ryan interest
("Ryan/AVLT tract"). This swap is projected to take two years to complete. Absent this
agreement, AVLT has to finance this acquisition through a commercial lender. At a
minimum, such financing would require a divided interest in the Ryan Parcel prior to the
issuance of the loan, and would require AVLT to pursue maximum possible development
on the Devaney Parcel to recoup its costs at a commercial lending rate. Commercial
financing of AVLT's Ryan acquisition is problematic also because time is of the essence
to the current landowner to make complete this sale as soon as possible, which limits the
County's ability to consider a Ryan parcel split and Devaney approvals in a thorough
manner.
WHEREAS AVLT has obtained $165,000 in donations toward the purchase of the Ryan
Parcel based on a reciprocal pledge that if sufficient funds are raised through the sale of
the Devaney Parcel these funds will be reimbursed without interest on a pro-rats basis.
WHEREAS the Pitkin County Attorney's Office has determined that Article XIII of the
County's Home Rule Charter authorizes the County to loan funds from the Open Space
Fund to facilitate the protection of Open Space of significant public value, based on the
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acquisition of a security interest and contingent conservation easement over AVLT's
interest in the Ryan parcel.
In consideration of the mutual promises set forth herein, the parties agree as follows:
1. Pitkin County will loan $1,815,000 in Pitkin County Open Space and Trails Funds to
AVLT, pursuant to the following terms and conditions.
2. The County will loan such funds at a rate equivalent to the all-in true interest cost on
Pitkin County's general obligation bonds issued for the purpose of:::::ding the Ryan
property acquisition. The interest is payable in arrears, at the mature-y of the note, at the
stated rate, compounded semiannually.
3. AVLT shall be responsible for payment of the property taxes due on its portion of the
Ryan Parcel for the period between 1/1/00 and 2/9/00.
4. AVLT acknowledges that Pitkin County has received assignment of a lease on the
property and Pitkin County will apply rents received first to its costs in accepting the
assignment, and after that, toward AVLT's interest. All other payments or donations
received by AVLT from Ashcroft Ski Touring and others specifically for the purpose of
retiring interest costs shall be due to Pitkin County for deposit in the Open Space and
Trails Fund to be credited against interest.
5. The parties agree to cooperate in actions needed to perfect a legal subdivision of the
Ryan parcel into parcels "A" and `B" as described in the attached Exhibit C. Further,
the parties agree to cooperate in the diligent pursuit of the federal land exchange of the
entire Ryan parcel.
6. AVLT agrees that in the event AVLT is unable to complete an exchange of its Ryan
interest for the Devaney Parcel, or otherwise elects to sell such interest to any parry other
than the United States Forest Service, it shall provide at least 60 days written notice to
the County. At the County's option and subject to a recommendation from the Open
Space Board of Trustees, AVLT will either convey a conservation easement, in the
substantially the form as the attached Exhibit A, over its portion of the Ryan parcel, or
shall convey its portion of the Ryan parcel to Pitkin County in return for elimination of
the loan pursuant to the General Warrantee Deed in substantially the form as the attached
Exhibit B. Exhibits A and B shall be placed in escrow at the loan closing. AVLT agrees
that during its ownership of the Ryan parcel, it will not take any action inconsistent with
the terms of the Conservation Easement attached as Exhibit A.
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7. AVLT shall retain all responsibilities and shall bear all costs and liabilities of any kind
related to the ownership, operation, upkeep, and maintenance of the RyarvAVLT tract,
including the maintenance of adequate comprehensive general liability insurance coverage
in an amount at least equal to S 1,815.000.
8. AVLT agrees to pay before delinquency any and all real property taxes, fees,
assessments and charges of whatever description assessed or levied on the Ryan/AVLT
tract, and does indemnify the County therefore. AVLT shall furnish the County with
satisfactory evidence of payment, upon request. Should AVLT fail to pay any such real
property taxes, charges, fees or assessments on the Ryan/AVLT tract, the County may, at its
sole discretion and without obligation, pay such taxes, fees, charges or assessments in
accordance with any bill, statement or estimate procured from the appropriate authority,
without inquiry into the validity of the taxes or the accuracy of the bill, statement or
estimate, and the obligation created by such payment shall bear interest until paid by AVLT
to the County at the rate of change interest rate of 18% to be consistent with note and deed
of trust.
9. AVLT shall keep the Ryan/AVLT Tract free of any liens arising out of any work
performed for,materials furnished to, or obligations incurred by AVLT.
10. In the event the federal land trade is successful and AVLT takes title to the Devaney
Parcel, as described in Exhibit C, AVLT agrees that at the County's option, subject to a
recommendation of the Open Space Board of Trustees, AVLT will either
a. seek to sell the Devaney Parcel subject to restrictions on its development
which allows no greater level of development than is necessary to repay the loan plus
AVLT's actual costs, which includes the following; out of pocket expenses incurred
in the ownership, sale, and acquisition of land use approvals for the Devaney Parcel;
including, but not limited to: interest expense, taxes, real estate brokerage fees,
planning fees and expenses, legal expenses and insurance, and an administrative fee
of$100,000, or
b. shall further restrict development of the Devaney Parcel through a
conservation easement in return for whole or partial forgiveness of the then
outstanding balance of the loan, and whole or partial repayment for AVLT actual
costs.
C. assign its ownership of the Devaney parcel to Pitkin County in return for
forgiveness of the loan and repayment of AVLT's actual costs.
11. AVLT agrees to diligently pursue land use applications related to its sale of the
Devaney parcel, and shall be responsible for related costs.
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12. The parties recognize that AVLT accepted donations from individuals and
foundations in an effort to reduce the cost of the Ryan parcel to the parties to this
agreement. In the event that the Devaney parcel is sold for an amount somewhat greater
than the total of the then outstanding balance of the loan, and repayment of AVLT actual
costs, AVLT can apply any excess funds to repay, in whole or in part. donors to this
project. Donations to this project eligible for repayment do not exceed $160,000.00, and
constitute less than 7% of the anticipated maximum costs of the Devaney portion of the
project. In the event that the Devaney parcel is sold for an amount greater than that
needed for repayment of such individuals and foundations electing repayment pursuant to
this paragraph, retraining funds will be used by AVLT solely in concert with the County
Open Space and Trails Program for a conservation land acquisition within Pitkin County.
13. It is the intent of the parties to minimize necessary development on the Devaney
parcel, while making AVLT financially whole at the conclusion of the exchange and sale
process, whether the buyer be Pitkin County or any other purchaser, and whether the
parcel sold be the Devaney parcel or the Ryan parcel.
14. This agreement period shall not exceed four years from the date of execution. At
the end of this agreement, AVLT, at its sole discretion shall deed to Pitkin County, and
Pitkin County shall accept, all rights in the Ryan Parcel and/or the Devaney Parcel that it
owns as of that date and shall be forgiven for the then outstanding balance of the loan
including interest. Pitkin County and AVLT may extend the terms of the loan for
additional time periods by mutual consent.
15. This agreement may be modified or amended by the mutual consent of the parties.
ATTEST: BOARD OF COUNTY
COMMISSIONERS
OF PITKIN •COUNTY, COLORADO
Jeafiette Jones— i2el—lif-Wr
D6puty Clerk Chair
� .C7 , � .�
Reid Haughey
Aspen Valley Land Trust
APPROVED AS TO FORM:
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Deborah Quinn S ne Ko than
Assistant County Attorney County Manager
Dale Will, irector
Open Space and Trails Program
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EXhibitA to Pitkin County/AVLT Loan Agreement
DEED OF CONSERVATION EASEMENT
THIS DEED OF CONSERVATION EASEMENT (the "Conservation Easement") is
made and entered into this_ day of . 20_ between the Aspen Valley Land Trust, a Colorado
non-profit corporation, ("Grantor") and the Aspen Valley Land Trust ("AVLT") and the Board of
County Commissioners of Pitkin County, Colorado, a body corporate and politic, as co-grantees
(collectively, the "Grantee").
RECITALS
WHEREAS, Grantor is the record owner of that certain real property in Pitkin County,
Colorado, consisting of approximately 20 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
"Ryan/AVLT Tract"; and
WHEREAS, the Ryan/AVLT Tract contains wildlife habitat, riparian areas, open space,
scenic, historic and ecological features and values important to the Grantor. the residents of Pitkin
County, Colorado, and the people of the State of Colorado (the "Conservation Values"); and
WHEREAS, preservation of critical wildlife habitat, and open space conforms with
Policies 2-120 (Scenic Quality), 2-160 (Wildlife Management) and 2-240 (Compatibility with
Agricultural Lands and Operations) of the Pitkin County Land Use Code; and 2-250 (Compatibility
with Historical and Archaeological Resources).
WHEREAS, the Ryan/AVLT Tract lies along upper Castle Creek Road which is subject to
winter closures pursuant to the Pitkin County Road Management Plan for the benefit of non-
motorized recreation in the upper Castle Creek Valley; restriction of winter access to the property
will protect significant scenic and recreational values.
WHEREAS, preservation of these natural features and values will yield substantial public
benefit; and
WHEREAS, the undeveloped portion of the Ryan/AVLT Tract. consisting of
approximately _ acres (referred to herein as the "Conservation Area") exclusive of the two
building envelopes permitted by this Conservation Easement and as more fully defined below,
contains approximately_acres which remains in a substantially undisturbed and natural state to be
documented in an inventory of the land's Conservation Values to be prepared as soon as weather
and conditions permit following the conveyance of this Deed, which inventory will be kept on file
at the offices of the Grantee; and
WHEREAS, Grantor desires and intends to enhance, preserve and maintain the ecologic
health, the wildlife habitat, open space character, and scenic and historic qualities and values within
and upon the Ryan/AVLT Tract, and specifically within and upon the Conservation Area, by
encumbering the Ryan/AVLT Tract in its entirety with a Conservation Easement for the use and
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benefit of Grantee, pursuant to the provisions of Section 38-30.5-101. et seq.. Colorado Revised
Statutes, which provides for maintenance of these values by the continuation of land use patterns,
including, without limitation, those relating to limited residential uses, farming and passive
recreational uses which do not significantly impair or interfere with those values: and
WHEREAS, Grantor wishes to reserve the right to apply to Pitkin County for approval for
two (2) building envelopes of approximately _ acres each (referred to herein collectively as the
"Building Envelopes" and individually as Building Envelope 1 or 2, as depicted on the attached
map of the Ryan/AVLT Tract labeled Exhibit "B" and as more fully defined below), in which
certain residential development may occur as specified, defined and limited by the terms of this
Conservation Easement; and
WHEREAS, Grantee is a "qualified conservation organization" as defined by the Internal
Revenue Code; and
WHEREAS, Grantor, as owner of the Ryan/AVLT Tract, owns the affirmative rights to
identify, preserve and protect in perpetuity its open sou_: r any significant relatively
natural features and values and further intends, as owner ,.: talc Ryan! .VLT Tract, to convey to
Grantee the right to preserve and protect the Conservation VW'aes or the Ryan/AVLT Tract in
perpetuity; and
WHEREAS, by acceptance of this Conservation Easement, Grantee acknowledges its
commitment to honor the intentions of Grantor as expressed herein to preserve and protect in
perpetuity the Conservation Values of the Ryan/AVLT Tract for the benefit of this and future
generations;
CONVEYANCE
NOW,THEREFORE, for and in consideration of the facts recited above and of the mutual
covenants contained herein. and for other good and valuable consideration, the receipt and
sufficiency of which is hereby confessed and acknowledged, Grantor hereby grants and conveys to
Grantee, and its assigns, a perpetual, irrevocable, conservation easement in gross, pursuant to
Section 38-30.5-101, et seq., Colorado Revised Statutes (the "Conservation Easement"), over,
across and upon the Ryan/AVLT Tract as legally described on Exhibit "A", and further depicted as
"Tract B" on Exhibit B. subject to the terms and conditions hereinafter set forth. Grantee hereby
acknowledges, accepts without reservation and agrees to be bound by the terms and conditions of
this Conservation Easement.
1. Pu ose. It is the essential purpose of this Conservation Easement to preserve and
protect, in perpetuity, the natural, ecological, wildlife habitat, scenic, historic, open space, and
aesthetic features and values of the Ryan/AVLT Tract, and in particular, the Conservation Area,
and to restrict winter access to the Ryan/AVLT Tract to those over the snow means which avoid
snow plowing with the associate disruption of the scenic and recreational values of the area. In
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furtherance of the foregoing objective. this Conservation Easement is intended to establish
permitted uses of the Conservation Area. which are consistent with the purposes of the
Conservation Easement, and to restrict the level of development and human activity on the
Conservation Area in perpetuity.
2. Grantee's Affirmative Rights. To accomplish the purposes of this Conservation
Easement, the following affirmative rights are hereby granted to Grantee. Grantees can exercise
these rights by mutual consent:
(A) To identify, preserve and protect in perpetuity, and in the event of their
degradation or destruction, to compel the restoration of, the natural, ecological,
wildlife, open space, historic and scenic features and values of the Conservation
Area. In the event such restoration is required, the standard of such restoration shall
be to restore, to the greatest extent possible, the features to the same condition in
which they existed prior to their degradation or destruction.
(B) To enter upon the Ryan/AVLT Tract as necessary to exercise the rights herein
granted and to enforce the terms hereof and at a minimum. on an annual basis to
monitor the terms of this Conservation Easement. Grantee shall provide Grantor at
least 24 hours advance notice prior to each visit to the Ryan/AVLT Tract by
Grantee. Grantee's activities hereunder shall not unreasonably interfere with the
uses being made of the Ryan/AVLT Tract, consistent with this Conservation
Easement, at the time of such entry. The Grantee shall also have the right of
immediate entry to the Conservation Area, if, in its sole judgment, such entry is
necessary to prevent damage to or the destruction of the Conservation Values
protected by this Conservation Easement.
(C) To enjoin any activity on, or use of, the Ryan/AVLT Tract which is
inconsistent with the terms and intent of this Conservation Easement and to enforce
and compel the restoration of such areas or features of the Conservation Area as
may be damaged by such activities, as set forth in paragraph 18 of this document.
(D) To recommend enhancement measures for the Conservation Area. or measures
which would enhance the habitat, stream, wetlands or riparian viability or other
natural features of the Conservation Area and to enter upon the property with
Grantor's permission to perform such restoration at its own expense or that of the
Grantor, at times which will not unreasonably interfere with the uses being made of
the Ryan/AVLT Tract.
(E) To place one (1) sign, at Grantee's expense, visible to the public, upon the
Ryan/AVLT Tract, identifying the role Grantee plays in conserving the Ryan/AVLT
Tract, in addition to such signs as may be agreed upon by the parties to identify and
regulate the public access created by the terms of this Conservation Easement. Such
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signs shall be presented to Grantor for approval of their design. size and location,
which approval shall not be unreasonably delayed or withheld.
3. Easement Documentation. A collection of baseline data on the Conservation Area and
its resources (the "Baseline Documentation") shall be prepared as soon as practicable following
convevance of this Conservation Easement to Grantee. The Baseline Documentation shall be the
property of and shall be deemed owned by the Grantee. The Grantor hereby grants Grantee or
Grantee's agent(s) access to the portions of the Rvan/AVLT Tract necessary in order to prepare the
Baseline Documentation. The data and explanatory text. photographs and maps to be assembled in
the Baseline Documentation is agreed by the parties hereto to provide an accurate representation of
the Conservation Area at the time of this grant, notwithstanding the fact that the Baseline
Documentation will be prepared after the effective date of this grant, and the parties acknowledge
that the Baseline Documentation will serve as an objective information baseline for monitoring
compliance with the terms of this Conservation Easement. If Grantee employs a wildlife biologist
at the time the Baseline Documentation is prepared, such biologist shall prepare the study at
Grantee's expense, however, should Grantee not have such an employee. Grantor shall bear the
expense of the preparation of the Baseline Documentation.
The parties agree that, in the event a controversy arises with respect to the nature and extent
of the biological or physical condition of the Conservation Area. the parties shall not be foreclosed
from utilizing all other relevant or material documents, surveys, reports, and other information to
assist in the resolution of the controversy.
4. Reservation of Building Envelopes; Identification of Conservation Area and
Development of Building Envelopes. One (1) single family residential building envelope, and
one caretaker residence building envelope, of approximately _acres are reserved by Grantor in
the locations shown on the attached Exhibit "B", identified as Building Envelope 1 and Building
Envelope 2. The combined square footage of the single family residence and caretaker residence
shall not exceed 7500 square feet of floor area as defined in the Pitkin Countv Land Use Code as
adopted at the time this agreement is made and attached as Exhibit C. Access to the building
envelopes shall be taken off Cathedral Lake Road onto the 10' Mountain Trail to the building
envelopes, as shown on the attached Exhibit `B." Winter vehicular access to the building
envelopes shall be restricted to tracked, over the snow, vehicles such as snowmobiles or snowcats
during the annual period when upper Castle Creek Road is closed to use by wheeled vehicles.
Minor modifications to the shape, location and size of these building envelopes may be requested
of Grantee and may be approved by Grantee, so long as Grantee determines in its sole discretion
that such modifications will not adversely impact the Conservation Values. The remainder of the
Ryan/AVLT Tract located outside the two building envelopes is referred to herein as the
"Conservation Area."
Any development or change in use from the development and uses existing as of the date of
this Conservation Easement within Building Envelopes i and 2, shall be consistent with the
Conservation Values of the Conservation Area and with this Conservation Easement. The
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construction of a corral and the structures and uses currently existing within the Building Envelopes
are hereby declared to be consistent development within the Building Envelopes; the expansion,
repair or reconstruction of the structures located within Building Envelope 2. and the construction
or development of other typical single family home related appurtenances such as fences, and
,jardens are also acknowledged to be consistent uses.
Any further proposed development or construction of any additional structures within the
Building Envelopes shall be submitted to Grantee for its review and approval under the terms of
this Conservation Easement sufficiently in advance of any planned construction to allow Grantee
reasonable time to evaluate such proposal. If Grantee incurs any costs in evaluating any such
proposal. such as, for example, the costs of engaging a wildlife biologist or other expert to evaluate
the impacts, if any,that the proposed development might have upon the wildlife and wildlife habitat
and other Conservation Values protected by this Conservation Easement, Grantor shall reimburse
such reasonable costs to Grantee. Should Grantee determine that the proposed development or
construction activity would have adverse impacts upon the Conservation Values of the
Conservation Area, Grantor shall either revise its proposal to address such impacts or shall
withdraw its proposal entirely. Grantee's right to refuse approval for any proposed development as
inconsistent with the Conservation Values protected by the terms of this Conservation Easement
shall not be limited to the provisions of the Pitkin County Land Use Code.
The agreement by Grantee that the foregoing uses or any further proposed development are
consistent with the terms of this Conservation Easement shall not be interpreted as the granting of
any approvals required to be obtained by Grantor from Pitkin County for such uses, and Grantor
acknowledges that Grantor must still comply with the provisions of the Pitkin County Land Use
Code and any other similar laws in effect at the time any such development is proposed.
5. Consistent Uses. The following uses and practices, though not an exhaustive recital of
consistent uses and practices, are consistent with this Conservation Easement when carried out in
the Conservation Area, and these uses and practices shall in no way be precluded by this
Conservation Easement,to wit:
(A) The installation. repair and maintenance of water wells, and irrigation systems.
(B) The installation, repair and maintenance of fencing consistent in height and
type of construction with Colorado Division of Wildlife standards designed to
prevent interference with wildlife.
(C) Such cutting and removal of dead, dying or diseased timber or brush as may be
reasonably necessary for fire protection or disease prevention purposes, however,
Grantor is encouraged to leave standing dead timber for habitat purposes to the
extent such dead timber does not pose a danger. Except in emergency
circumstances, Grantor shall obtain the prior consent of Grantee for any substantial
level of such activity, which consent will not be unreasonably withheld.
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(D) The pasturing, grazing, feeding and care of up to three horses.
(F) Passive, non-motorized (except as provided herein), non-commercial (except as
provided herein) uses, including hiking, horseback riding, and cross-country skiing,
all in accordance with standards intended to assure non-interference with the critical
wildlife, riparian, wetland and river habitat. and including development of new trails
for such uses by Grantor (subject to the prior written approval of the Grantee. such
approval to be based upon a determination by Grantee that the location of any trail
will not substantially diminish or impair the Conservation Values of the
Conservation Area, or is otherwise consistent with this Conservation Easement, and
such approval shall not be unreasonably withheld).
(G) Performance of any restoration or improvement measures for the habitat or
natural features of the Conservation Area as recommended and/or approved by
Grantee.
7. Prohibited Uses. The following uses and practices by Grantor, though not an
exhaustive recital of inconsistent uses and practices, are inconsistent with the purposes of this
Conservation Easement and shall be prohibited:
(A) The material change, disturbance, alteration or impairment of the natural,
ecological, historic, wildlife, open space or scenic features or values of the
Conservation Area, except as otherwise permitted in this Conservation Easement.
(B) The Development of any Structures or roads on the Conservation Area (as such
terms are defined in the Pitkin County Land Use Code as adopted at the time this
agreement is made and attached as Exhibit C), except as permitted in this
Conservation Easement or as requested by Grantor (subject to the prior written
approval of the Grantee, such approval to be based upon a determination by Grantee
that the construction of and proposed location of any Structure or road will not
diminish or impair the Conservation Values of the Conservation Area. or is
otherwise consistent with this Conservation Easement, and such approval shall not
be unreasonably withheld). No such approval shall be granted for other than a bona
fide agricultural outbuilding that does not contain a dwelling unit, such as a
livestock or hay bam or shed. The prohibition set forth in this subparagraph shall
continue even if the Pitkin County Land Use Code is revised to amend or eliminate
such definitions or if the Ryan/AVLT Tract, or any portion of the Ryan/AVLT
Tract, is annexed into a municipality which does not adopt the same definitions of
"Development" and "Structure" as exists in the Pitkin County Land Use Code.
(C) The removal, destruction, spraying or cutting of native vegetation or timber,
except as permitted in this Conservation Easement.
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(D) The introduction of non-native plant or animal species to the Ryan/AVLT
Tract, except as permitted in this Conservation Easement. Residential gardens may
not include any species found on the County list of noxious or invasive weeds.
(E) The exploration for or extraction of minerals, oil, gas, or other hydrocarbons,
soils, sands, gravel, or other materials (but not including water) on or below the
surface of the Ryan/AVLT Tract.
(F) The dumping or other disposal of refuse, garbage, or other unsightly or
offensive material. Notwithstanding anything in this Conservation Easement to the
contrary, this prohibition does not make the Grantee an owner of the Ryan/AVLT
Tract nor does it permit the Grantee to control the use of the Ryan/AVLT Tract by
the Grantor, which may result in the storage, damping or disposal of hazardous or
toxic materials; provided, however, that the Grantee may bring an action to protect
the Conservation Values of the Conservation Area, as described in this
Conservation Easement. This prohibition does not impose liability on the Grantee.
nor shall the Grantee be construed as having liability as a "responsible party" under
CERCLA or similar federal or state statutes.
(G) The commercial use of any motorized vehicles except for the occasional use as
may be necessary in conjunction with ranching or land management consistent with
the permitted uses or emergency vehicles.
(I) The operation of a commercial feed lot.
(I) The transfer of development rights which were, are or may be appurtenant to the
Conservation Area. The parties hereto acknowledge and agree that all development
rights appurtenant to the Conservation Area are forever extinguished by virtue of the
grant of this Conservation Easement, with the exception of the limited development
allowed by the terms of this Conservation Easement.
(,l) Subdivision of any portion of the Ryan/AVLT Tract.
(K) Winter vehicular access to the Ryan/AVLT Tract including the building
envelopes except by tracked, over the snow, vehicles such as snowmobiles or
snowcats during the annual period when upper Castle Creek Road is closed to
use by wheeled vehicles.
7. Grantee Approval of Unlisted but Consistent Uses and Practices; Notice. In the
event Grantor wishes to engage in a use or practice on the Conservation Area which is not listed
above as a "Consistent Use" or as a "Prohibited Use", Grantor shall send Grantee written notice of
Grantor's intention to commence or undertake such activity, which notice shall describe all material
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aspects of the proposed activity. Said notice (and any other notice required or permitted hereunder)
shall be sent by registered or certified mail, return receipt requested. to the following address or to
such other address as Grantor may from time to time be informed of in writing by Grantee:
Pitkin County Board of County Commissioners.
Pitkin County Open Space and Trails Board of
Trustees and Pitkin County Attorney_
530 East Main Street
Third Floor
Aspen. Colorado 81611
Aspen Valley Land Trust
P.O. Box 940
Aspen, Colorado 81612
Grantee shall have thirty (30) days from the receipt of such notice, as indicated by the
registered or certified return receipt. to review the proposed activity and to notify Grantor of its
objections thereto. Such objections, if any, shall be based upon Grantee's considered opinion that
the proposed activity is inconsistent with this Conservation Easement. If at all possible. said notice
shall inform Grantor of the manner in which the proposed activity can be modified to be consistent
with this Conservation Easement.
Grantee's response to Grantor's notice, and any other notice that may be required or
permitted of Grantee hereunder, shall be sent by registered or certified mail, return receipt
requested,to Grantor at the following address, or to such other address as Grantee from time to time
may be informed of in writing by Grantor:
Copy to:
Should Grantee fail to post its response to Grantor's notice within thirty (30) days of the
posting of said notice, the proposed activity shall automatically be deemed consistent with the
tetras of this Conservation Easement, and Grantee shall have no further right to object to the
activity identified by such notice.
Grantor shall be under no liability or obligation for any failure in the giving of notice as
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required above with regard to anv activity undertaken by Grantor necessitated by virtue of fire.
flood. act of God. or other element or cause beyond the control of Grantor.
In the event Grantor and Grantee disagree as to whether a particular use or practice is a
"Consistent Use" or a "Prohibited Use", as defined herein, or if Grantor disagrees with a
determination by Grantee that a proposed activity is inconsistent with this Conservation Easement,
either Grantor or Grantee may submit the dispute to such form of mediation, arbitration, or conflict
resolution as may be mutually acceptable to Grantor and Grantee. In the event of arbitration, the
parties agree that the decision of the arbitrator(s) shall be final and binding upon the parties, and
that the non-prevailing party shall bear the cost of the conflict resolution procedure. However, each
party shall pay its own attorney's fees, if any, regardless of outcome.
8. Costs and Liabilities. Grantor, Grantor's heirs, successors, representatives and assigns,
retain all responsibilities and shall bear all costs and liabilities of any kind related to the ownership,
operation, upkeep, and maintenance of the Ryan/AVLT Tract, and in particular, the Conservation
Area, including the maintenance of adequate comprehensive general liability insurance coverage.
Grantor shall add Grantee as an additional insured to such insurance coverage, and shall deliver
proof of such coverage to Grantee at closing. Grantor shall keep the Ryan/AVLT Tract free of any
liens arising out of any work performed for, materials furnished to, or obligations incurred by
Grantor.
9. Taxes and Assessments. Grantor understands that nothing in this Conservation
Easement relieves Grantor of any obligation or restriction imposed by law with respect to the
Ryan/AVLT Tract, including the obligation to pay such real estate taxes as may be assessed from
time to time on the Ryan/AVLT Tract or on this Conservation Easement. Grantor agrees to pay
before delinquency any and all real property taxes, fees, assessments and charges of whatever
description assessed or levied on the Ryan/AVLT Tract, including any tax or assessment on the
Conservation Easement granted by this document, and does indemnify the Grantee therefore.
Grantor shall furnish Grantee with satisfactory evidence of payment, upon request. Should Grantor,
Grantor's heirs, successors or assigns, fail to pay any such real property taxes, charges, fees or
assessments on the Ryan/AVLT Tract, Grantee may, at its sole discretion and without obligation,
pay such taxes, fees, charges or assessments in accordance with any bill, statement or estimate
procured from the appropriate authority, without inquiry into the validity of the taxes or the
accuracy of the bill, statement or estimate, and the obligation created by such payment shall bear
interest until paid by Grantor to Grantee at the rate of two (2) percentage points over the prime rate
of interest from time to time charged by Norwest Bank of Denver or the maximum rate allowed by
law.
10. Water Rights. Grantor shall retain and reserve the right to use water rights sufficient
to maintain and improve the Conservation Values of the Conservation Area, and shall not transfer,
encumber, lease, sell or otherwise separate water rights sufficient to maintain the Conservation
Values of the Conservation Area from title to the Ryan/AVLT Tract itself, without the prior
approval of Grantee: and should Grantee determine that any such transfer will not substantially
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diminish or impair the Conservation Values of the Conservation Area, or is otherwise consistent
with this Conservation Easement. such approval shall not be unreasonably withheld.
11. Residual Estate. As expressly provided in Section 38-30.5-105 of the Colorado
Revised Statutes, all interests and rights of ownership not transferred and conveyed to Grantee by
this Conservation Easement shall remain in Grantor, including the right to engage in all uses of the
Ryan/AVLT Tract which are not inconsistent with the Conservation Easement or prohibited by the
Conservation Easement or by law.
12. Subsequent Sale, Exchange, Condemnation or Involuntary Conversion. Grantor
and Grantee agree that the granting of this Easement immediately vests the Grantee with a property
right, and the fair market value of this property right as compared to the fair market value of the
entire Ryan/AVLT Tract is impossible to calculate at present without benefit of an appraisal of the
value of the Conservation Easement relative to the value of the Ryan/AVLT Tract as a whole.
Therefore, the parties hereto agree that in the event of a request to extinguish this Conservation
Easement, the initiation of an involuntary conversion or condemnation action, or any other action
which results in the termination of all or a portion of the Conservation Easement on the Subject
Tract, Grantor and Grantee shall commission and jointly pay for the cost of an appraisal which shall
determine the value of the Ryan/AVLT Tract encumbered by the Conservation Easement and the
value of the Ryan/AVLT Tract unencumbered by the Conservation Easement (appraised at the
property's highest and best use as unencumbered). The difference between these two numbers shall
represent the ratio of ownership interest owned in the Ryan/AVLT Tract by Grantor and Grantee.
Grantor and Grantee further agree that the above ratio shall remain constant, so that should
this Conservation Easement be extinguished by a change in conditions, or for any other reason, the
Grantee shall be entitled to a portion of the proceeds from any subsequent sale, exchange or
involuntary conversion; provided, however, if Grantee's actions are the cause of the
extinguishment, the provisions of this paragraph shall not apply. The Grantee may be compensated
for the value of this property right only in the event of a change in conditions resulting in the
extinguishment of the Conservation Easement (as provided in Treas. Reg. Section 1.170A-
14(g)(6)(i)). Grantee shall apply its share of the proceeds in a manner consistent with the
conservation purposes of the Conservation Easement or for the protection of a "relatively natural
habitat of fish, wildlife, or plants or similar ecosystem" as that phrase is used in the Internal
Revenue Code. If the Conservation Easement is taken, in whole or in part, by exercise of the power
of eminent domain, Grantee shall be entitled to compensation in accordance with applicable law in
an amount as determined by the values established by this paragraph.
13. Subsequent Transfers. Grantor agrees to incorporate the terms of this Conservation
Easement in any deed or other legal instrument by which it divests itself of any interest in all or a
portion of the Ryan/AVLT Tract, including, without limitation, a leasehold interest. Grantor
further agrees to give Grantee written notice of the transfer of any interest at least twenty (20) days
prior to the date of such transfer, including the transferee's name, address and telephone number.
The failure of Grantor to perform any act required by this paragraph shall not impair the validity of
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this Conservation Easement or limit its enforceability in anv way.
14. Hold Harmless. Grantor shall hold harmless. indemnify and defend Grantee.
volunteer citizen board members. employees, agents and the heirs, personal 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: (1) injury to or the death or 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
Ryan/AVLT Tract, regardless of cause, unless due solely or in part to the negligence of any of the
Indemnified Parties; (2) the presence or release of hazardous or toxic substances on, under or about
the Ryan/AVLT Tract, unless such release was caused by an Indemnified Party. For the purpose of
this paragraph, hazardous or toxic substances shall meari any hazardous or toxic substance which is
regulated under any federal, state or local law.
15. Amendment. The fact that any use of the Ryan/AVLT Tract that is expressly
prohibited by this Conservation Easement, or any other use as determined to be inconsistent with
the purpose of this Easement may become greatly more economically valuable than consistent uses
allowed by this Conservation Easement, or that neighboring properties may in the future be put
entirely to uses that are not permitted hereunder, has been considered by the Grantor in granting this
Conservation Easement. It is Grantor's belief that any such changes will increase the benefit to the
public of the continuation of this Conservation Easement, and it is the intent of both Grantor and
Grantee that any such changes should not be assumed to be circumstances justifying the
termination, extinguishment or automatic amendment of this Conservation Easement. In addition,
the inability to carry on any or all of the Consistent Uses, or the unprofitability of doing so, shall
not impair the validity of this Conservation Easement or be considered grounds for its termination,
extinguishment or automatic amendment.
Notwithstanding the foregoing, however. Grantor and Grantee recognize that circumstances
may arise under which an amendment to or modification of this Conservation Easement would be
appropriate. Accordingly, Grantor and Grantee may jointly amend this Conservation Easement,
provided that no amendment shall be allowed that will affect the qualification of this Conservation
Easement under Section 38-30.5-101, et seq., Colorado Revised Statutes. nor its qualification as a
conservation easement for purposes of the Internal Revenue Code, and any amendment shall be
consistent with the conservation purposes of this Conservation Easement. and shall not affect its
perpetual duration. Any such amendment shall be recorded in the official records of Pitkin County,
Colorado. Although this paragraph recognizes that an amendment to this Conservation Easement
may be appropriate in certain circumstances, the terms of this paragraph do not create an obligation
on the part of either Grantor or Grantee to agree to an amendment requested by the other party.
16. Extinguishment. If circumstances arise in the future that render the purpose of this
Easement impossible to accomplish, this Easement can only be terminated or extinguished, whether
with respect to all or part of the Ryan/AVLT Tract, by judicial proceeding in a court of competent
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jurisdiction.
17. Enforcement and Waiver. Enforcement of the terms and provisions of this
Conservation Easement shall be at the discretion of Grantee. Any forbearance on behalf of Grantee
to exercise its rights hereunder in the event of any breach by Grantor shall not be deemed or
construed to be a waiver of Grantee's rights hereunder in the event of any subsequent breach.
Grantor hereby waives any defense of laches, estoppel or prescription.
18. Enforcement of Rights.
(A) In the event of a violation by Grantor or a third parry of any term, condition,
covenant, or restriction contained in this Conservation Easement, Grantee shall give the
Grantor written notice of such violation, describing the violation and making demand that
the violation cease and be remedied. If, after ten (10) days following receipt of such notice
(as indicated by the registered or certified mail return receipt), the violation has not been
corrected or the prohibited use terminated, and any damage to the Conservation Area
remedied and the Conservation Area restored, or steps taken to ensure the swift restoration
of the property; or, alternatively, if a written explanation to Grantee of the reason why the
alleged violation should be permitted is not delivered to Grantee within such ten (10) day
period, the Grantee may enjoin by temporary or permanent injunction such violation and/or
institute a suit for damages for breach of covenant, or may take such other action as it
deems necessary to insure compliance with the terms, conditions, covenants, and purposes
of this Conservation Easement; provided, however, that any failure to so act by the Grantee
shall not be deemed to be a waiver or a forfeiture of the right to enforce any term, condition,
covenant, or purpose of this Conservation Easement in the future. Should the breach of this
Conservation Easement be an impermissible conveyance of water rights in violation of
paragraph 10 above, such conveyance shall constitute a fraudulent land transaction and shall
be grounds for the Grantee to void the transfer or sale.
(B) Grantor further intends that should any Prohibited Use be undertaken on the
Conservation Area, the Grantee shall have the right to cause the restoration of that portion
of the Conservation Area affected by such activity to the condition that existed prior to the
undertaking of such prohibited activity. In such case, the cost of such restoration shall be
borne by Grantor. Grantor's successors or assigns. Nothing contained herein shall be
construed to preclude Grantor from exhausting legal remedies in determining whether the
proposed activity to which the Grantee has objected is consistent with this Conservation
Easement.
(C) Any costs incurred by Grantee in enforcing the terms of this Conservation
Easement against Grantor, including, without limitation, costs of suit and reasonable
attorneys' fees (even in the event that the Grantee secures redress without a completed
judicial proceeding), and any costs of restoration necessitated by violation of the terms of
this Conservation Easement, shall be repaid immediately to Grantee by Grantor. If Grantor
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prevails in any action to enforce the terms of this Conservation Easement, the-costs of suit,
including, without limitation, reasonable attorneys' fees .of Grantor, shall be paid by
Grantee.
(D) Nothing contained in this Conservation Easement shall be construed to entitle
Grantee to bring any action against Grantor for any injury to or change in the Conservation
Area resulting from causes beyond the control of Grantor, including, without limitation,
fire, flood, storm, and earth movement, or from any prudent or good faith action taken by
Grantor under emergency conditions to prevent. abate, or mitigate significant injury to the
Conservation Area and/or the Ryan/AVLT Tract resulting from such causes.
(E) Notwithstanding any other provision-hereof to the contrary, upon a transfer to a
third party of Grantor's interest in the Ryan/AVLT Tract, Grantor's rights and obligations
under this Conservation Easement shall automatically pass to said third party, and Grantor
shall have no further rights or responsibilities hereunder, except that liability for acts or
omissions occurring prior to transfer shall survive transfer.
19. Assignment. Grantee may assign this Conservation Easement to any charitable
organization exempt under Section 501(c) (3) of the Internal Revenue Code of 1954, as amended,
which organization was created at least two (2) years prior to receipt by it of the Conservation
Easement, provided that (a) in the judgment of Grantee, the assignee organization has the ability,
experience, interest and resources to carry out the conservation objectives expressed in this
Conservation Easement, and(b)the assignee organization agrees in writing to abide by and to carry
out the intentions of Grantor and Grantee as expressed in this Conservation Easement.
20. Binding Effect; Rule Against Perpetuities; Severability. This Conservation
Easement shall run with the title to the Ryan/AVLT Tract and shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, personal representatives, successors and
assigns in perpetuity. If any term or provision of this Conservation Easement would otherwise
violate the rule against perpetuities or the rule restricting restraints on alienation, such term or
provision shall automatically expire and be of no further force or effect twenty (20) years following
the death of the last to die of Deborah Quinn, Dale L. Will, and David Middleton, and their now
living children. If any provision of this Conservation Easement or the application thereof to any
person or circumstance is found to be invalid, the remainder of the provisions hereof and the
application of such provision to persons or circumstances other than those to which it is found to be
invalid, shall not be affected thereby.
23. Joint Obligation; Successors. The obligations imposed by this Conservation
Easement upon the Grantor shall be joint and several. The covenants, terms, conditions, and
restrictions of this Conservation Easement 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 title to the Ryan/AVLT Tract.
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24. Interpretation. The provisions of this Conservation Easement shall be liberally
construed to effectuate their purpose of preserving and protecting the Conservation Values of the
Conservation Area. No remedy or election given by any provision in this Conservation Easement
shall be deemed exclusive unless so indicated, but it shall, wherever possible, be cumulative with
all other remedies at law or in equity. The parties acknowledge that each party and its counsel have
reviewed and revised this Conservation Easement and that no rule of construction that ambiguities
are to be resolved against the drafting party shall be employed in the interpretation of this
Conservation Easement. In the event of anv conflict between the provisions of this Conservation
Easement and the provisions of any use and zoning restrictions of the State of Colorado, Pitkin
County or any other governmental entity with jurisdiction, the more restrictive provisions shall
apply. This Easement shall be interpreted in accordance with the laws of the State of Colorado.
IN WITNESS WHEREOF. Grantor and Grantee have P�•ecuted this Conservation
Easement as of the day and year first above written.
ATTEST: GRANTEE:
BOARD OF COUNTY COMMISSIONERS
OF PITKIN COUNTY, COLORADO
By:
Jeanette Jones . Chair
Deputy Clerk and Recorder DATE:
APPROVED AS TO FORM: MANAGER APPROVAL:
f
County Attorney County Manager
RECOMMENDED F APPROVAL:
Dale L. Will, Director
Open Space and Trails
APPROVED AS TO CONTENT
Chair,
Open Space and Trails Board of Trustees
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GRANTEE:
ASPEN VALLEY LAND TRUST, Inc.
By:
Executive Director
GRANTOR:
By:
ASPEN VALLEY LAND TRUST, Inc.
STATE OF )
) ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
, 20_by
Witness my hand and official seal.
My commission expires:
Notary Public
STATE OF )
ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
, 20_by
Witness my hand and official seal.
My commission expires:
Notary Public
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PROPERTY DESCRIPTION
PARCEL B
A PARCEL OF LAND SITUATED IN H.E.S. NO. 93 AND U.S .M.S. NO.
2016, TOWNSHIP 11 SOUTH, RANGE 84 WEST OF THE SIXTH
PRINCIPAL MERIDIAN, COUNTY OF PITKIN, STATE OF COI,ORADO;
SAID PARCEL BEING MORE: PARTICULARLY DESCRIBED AS FOLLOWS :
(ALT, BEARINGS CONTAINED HEREIN ARE. 'RASED ON A SEARING OF
N 89025100" E BETWEEN CORNER NO. 9 H.E.S. 93 , A STONE FOUND
TN PLACE. AND .THE CORNER NO. 6 U.S.M.S. 2016, A STONE FOUND
IN PLACE)
COMMENCING AT CORNER NO, 9 OF II.E.S . 93, A STONE FOUND IN
PLACE:; THENCE S 050581081 , W 212 .33 FEET TO THE POINT OF
SFCSTNNING, THENCE N 39°24 ' 24 ' ' E 530 . 98 FEET; THENCE
N 87°22 ' 19" F 556 . 55 FRET; THENCE S 0203710011 E 913 . 64
FEET; THENCE S 80°30 ' 09 ' ' W 386.42 FEET; THENCE
S 0601.6148' ' W 349 . 17 FEET TO A POINT ON THE NORTHERLY
RIGTIT-OF-WAY OF CATIIEDRAL LAKE ROAD; THENCE THE FOLLOWING
EICIHT (8) COURSES ALONG SAID NORTHERLY RIGHT-OF-WAY:
1 . N 26016 , 201 , W 31 .46 FEET
2. N 47033156 /1 W 95 . 96 FEET
3. N 55056' 46 1 ' W 120.30 P22T
-1. N 50011' 31 " W 68.45 FEET
5. N 5300612111 W 65 .31 FEET
6. N 5601910011 W 52 .91 FEET
7. N 5705113311 W 86 .48 FEET
3. N 56022117 ' ' W 188 .92 FEET; THENCE LEAVING SAID
RIGHT-OF-WAY N 0505810811 E 466 .92 FEET TO POINT OF
BEGINNING; SAID PARCEL CONTAINING 20.300.ACRRS, MORE OR
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(:hrnawwl 4,Iriage,CO 81601 P.nglewood,Co 80111
phone 070 94."676•fifx Y74 9454555 phone 301 915.0.44•fax 3019:5.0507
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WARRANTY DEED
THIS DEED, made this day of 2000,
between ASPEN VALLEY LAND TRUST, a Colorado non-profit corporation, Grantors, and
whose legal address P.O. Box 940, Aspen, Colorado 81612 and the BOARD OF COUNTY
COMMISSIONERS OF THE COUNTY OF PITKIN, COLORADO, a political subdivision
whose legal address is 530 East Main Street, Aspen, Colorado 81611 of the County of Pitkin,
State of Colorado, Grantee:
WITNESSETH, that the Grantor for and in consideration of the sum of Ten and No/100
Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents does
grant, bargain, sell, convey and confirm, unto the Grantee its successors and assigns forever, all
the real property, together with improvements, if any, situate, lying and being in the County of
Pitkin, State of Colorado, described as follows:
See Exhibit"A" attached hereto and incorporated herein.
also known by street and number as:
Subject to the following exception(s):
Those matters shown on Exhibit "B" attached hereto and
incorporated herein.
TOGETHER with all and singular the hereditaments and appurtenances thereto
belonging, or in anywise appertaining, and the reversion and reversions, rcmainders, rents,
issues, and profits thereof; and all the estate, right, title, interest, claim and demand whatsoever
of the Grantor, either in law of equity, of, in and to the above bargained premises, with the
hereditaments and appurtenances.
TO HAVE AND TO HOLD the said premises above bargained and described with the
appurtenances, unto the Grantee, its successors assigns forever. The Grantor for itself, its
successors, does covenant and agree that it shall and will WARRANT AND FOREVER
DEFEND the above-bargained premises in the quiet and peaceable possession of the Grantee, its
successors and assigns, against all and every person or persons claiming the whole of any part
thereof, by, through or under the Grantor.
111111111111111111111111 IN IIIIII IIIII III IIIIIII II illl
447099 09/18/2000 10:37A ORDINANC DAVIS SILVI
28 of 37 R 0.00 D 0.00 N 0.00 PITKIN COUNTY CO 1
IN WITNESS WHEREOF, the Grantor has executed this deed on the date set forth
above.
GRANTOR:
ASPEN VALLEY LAND TRUST, a
Colorado non-profit corporation
By:
Name:
Title:
STATE OF COLORADO )
) ss.
COUNTY OF PITKIN )
The foregoing was acknowledged before me this day of , 2000
by , as of Aspen Valley
Land Trust, a Colorado non-profit corporation.
Witness my hand and official seal.
My commission expires:
Notary Public
ACCEPTED:
Board of County Commissioners of ATTEST:
Pitkin County, Colorado
By:
Shellie Roy Harper, Chair Jeanette Jones, Deputy County Clerk
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447099 09/18/2000 10:37A ORDINANC DAVIS SILVI
29 of 37 R 0.00 D 0.00 N 0.00 PITKIN COUNTY CO 2
STATE OF )
ss.
COUNTY OF )
Acknowledged before me this day of 200o,
by David Middleton.
Witness my hand and official seal.
My Commission expires:
Notary Public
c:Vgm%vickiv\debbic�os b�avltgcd.doc
Will Hill 11111111111111111111111111111 fill 111111111
447099 09/18/2000 10:37A ORDINANC DAVIS SILVI
30 of 37 R 0.00 D 0.00 N 0.00 PITKIN COUNTY CO
2
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PROPERTY DESCRIPTION
PARCEL B
A PARCEL OF LAND SITUATED IN H.E.S. NO. 93 AND U.S .M.S. NO.
201.6, TOWNSHIP 11 SOUTH, RANGE 84 WEST OF THE SIXTH
PRINCIPAL MERIDIAN, COUNTY OF PITKIN, STATE OF COLORADO;
2AID ! ARC:RL BEING MORE IARTICULARLY DESCRIBED AS FOLLOWS :
(ALL BEARINGS CONTAINED HEREIN ARE' BASED ON A BEARING OF
N 89025100" E BETWEEN CORNER NO. 9 H.E.S. 93 , A STONE FOUND
TN PLACE AND TIIE CORNER NO. 6 U.S.M.S. 2016, A STONE FOUND
IN PLACE)
COMMFNC'ING AT CORNER NO. 9 OF II.E.S. 93, A STONE FOUND IN
PLACE; THENCE S 05058108 /, W 212 .33 FEET TO THE POINT OP
RF.G.TNIJINa; THENCE N 39024 ' 24 " E 530 . 98 FEET; THENCE
N 67022' 19 " F 556 , 55 FEET; TIIENCE S 02037 ' 00 " E 913 . 64
FEET; THENCE S 80030 ' 0911 W 386.42 PEET; THENCE
S 0601.6 ' 48 " W 349 . 17 FEET TO A POINT ON THE NORTHERLY
RIGTIT-OF-WAY OF CAT7IEDRAL LAKE ROAD; THENCE THE FOLLOWING
LIGHT (8) COURSES ALONG SAID NORTHERLY RIGHT-OF-WAY:
I. N 26016120 /1 W 31 .46 FEET
I. N 4703315611 W 95. 96 FEET
3. N 55056' 46 " W 120 .30 F'82T
4. N 50011 ' 31 " W 68 .45 FEET
5. N 5300612111 W 65 . 31 FEET
6. N 5GO19 ' 0011 W 52 .91 FEET
7. N 57051 ' 33 " W 86 .48 FEET
`;. N 560221 :17 ' ' W 1,98 .92 FEET; THENCE LEAVING SAID
RJUNT-OF-WAY N 05058108 " E 466 . 92 FEET TO TEE POINT OF
BEGINNING; SAID PARCEL CONTAINING 20.300 ACI:ES, MORE OR
7.rSS.
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7099 0 INANC
31 of 37 R 0.00 D 0.00 N 0.00 PITKIN COUNTY CO
91.t(ouJw r Avenue 14 larerness Drive Fad,Me U-l"
Cleop-val Alwinge,11)AJ601 P.nglewol'A co 80112
phone 070 945-8676•foe Y70 945.1555 phone 30J Y:5.4S44•fax JUJ 925-0547
EXHIBIT "B"
1. Taxes for the current year not yet due or payable.
2. Right of the proprietor of a vein or lode to extract and remove his ore therefrom, should
the same be found to penetrate or intersect the premises hereby granted and right of way
for ditches or canals constructed by the authority of the United States Patent as reserved
in United States Patent recorded October 27, 1920 in Book 55 at Page 562.
3. The premises hereby granted, with the exception of the surface, may be entered by the
proprietor of any other vein, lode or ledge, the top or apex of which lies outside of the
boundary of said granted premises, should the same in its dip be found to penetrate or
intersect or extend into said premises for the purpose of extracting and removing the ore
from such other vein, lode or ledge; and right of way for ditches or canals constructed by
the authority of the United States as reserved in United States Patent recorded November
26, 1937 in Book 39 at Page 148 and recorded May 15, 1978 in Book 347 at Page 858.
4. Easement and right of way for roadway purposes as set forth in Right-of-Way Decd
recorded July 18, 1967 in Book 228 at Page 98.
5. Right of Way for Castle Creek Road and Cathedral Lake Road.
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1111111111111111111111111111111111111111111111 IN IN
447099 09/18/2000 10:37R ORDINANC DAVIS SILVI
32 of 37 R 0.00 0 0.00 N 0.00 PITKIN COUNTY CO
FEB-08-00 TUE 02:44 PH HIGH COUNTRY ENGINEERING FAX NO. 970 945 2555 P. 03/05
akazi -irC. To I DAB
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PROPFRTY DESCRIPTION
PARCEL 8
A PARCEL OF LAND SITUATED IN H.E.S. NO. 93 AND U.S.M.S. NO.
2016, TOWNSHIP 11 SOUTH, RANGE 84 WEST OF THE SIXTH
PkINC1PAT, AFRIDIAN, COUNTY OF PITKIN, STATE OF COLORADO;
2AID PARCEL BEING MORE, PARTICULARLY DESCRIBED AS FOLLOWS :
iAT,T, BEARING; CONTAINED HEREIN ARE. AASRD ON A BEARING OF
1; 69025100'' 2 BETWEEN CORNER NO. 9 H.E.S. 93 , A STONE FOUND
TN PLACE AND TI1E CORNER NO. 6 U.S.M.S. 2016, A STONE FOUND
N PLACE)
COMMENCING AT CORNER NO. 9 OF II.E.S. 93, A STONE FOUND IN
LILACL; 'I TENCL S 05058 ' 08 ' ' W 212 .33 FEET TO THE POINT OF
PEGTNIIING; THENCE N 39024 ' 24 " E 530 . 98 FEET; THENCE
N 87°22 ' 19 " F. 556 . 55 FRET; THENCE, S 02037100 " E 913 .64
FEET; TIILNCE S 80030 ' 09" W 386 . 42 FEET; THENCE
0601.614811 W 349.17 FEET TO A POINT ON THE NORTHERLY
RIGTIT-OF-WAY OF CATHEDRAL LAKE ROAD; TIIENCE THE FOLLOWING
EIGHT (8) COURSES ALONG SAID NORTHERLY RIGHT-OF-WAY:
1 . N 26016 ' 20 " W 31 .46 FEET
2. N 47033 ' 56 " W 95 . 96 FEET
3. N 55056' 46 " W 120 -SO FEET
N 5001 1 ' 31 " W 68 .45 FEET
5. N 53006121 " W 65 . 31 FEET
6. N 56019100 " W 52 .91 FEET
7. N 57051 ' 33 " W 86 .48 FEET
R. N 56022 "1-7" W 188 .92 FEET; THENCE LEAVING SAID
RIGHT-OF-WAY N C5058 ' 08 " E 466 . 92 FEET TO TEE POINT OF
BEGINNING; SAID PARCEL CONTAINING 20 .300 ACRES, MORE OR
J,PSS .
,�,s+;ut!rn+lrryr
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447099 09/18/2000 10:37A ORDINANC DAVIS SILVI
33 of 37 R 0.00 D 0.00 N 0.00 PITKIN COUNTY CO
913 Coo1wr Avenue 14 lnrereess lWve Fact,Me B-144
Gkow w I Springs,CO 81601 F.nglew,wA to 86112
rhaur 970 945.8676•fire 970 945-I555 phone 303 9254S44•/a:303 D25-M7
3-08-00 TUE 02:43 PM HIGH UUUNI'KY tNUINttKINU rhx Nu, a(u ago c000 r. uciuu
�c N i r�fi c LCAA
PROPERTY DESCRIPTION
PARCEL, A
A PARC:L;i, OF LAND SITUATED IN H.E.S. NO. 93 AND U.S .M. S . NO.
2016r 'TOWNSHIP 11 SOUTHr RANGE 84 WEST OF THE. SIXTH
I'RINCIPAL MERIDIAN, COUNTY OF PITKIN, STATE OF COLORADO;
SAID PARCEI, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
(ALL 13EARINGS CONTAINED HEREIN ARE BASED ON A BEARING OF
N 69017.5100" E .RRTWBRN CORNER NO. 9 H.S.S. 93 , A STONE FOUND
?N PLACE AND THE CORNER SO. 6 U.S.M.S , 2016, A STONE FOUND
IN PLACE)
COMMENCING AT CORNER NO, 9 OF H.E.S. 93, A STONE FOUND IN
PLACE, TIIE, PQIN`P..-Or BEGINNING; THENCE N 12°50 ' 5')" E 4aS . 11
FFP:'1'; THENCk N 87°77 ' 19 " E 11.62 . 80 FEET TO A POINT ON THE
WESTERLY RIGHT-OF-WAY OF CASTLE CREEK ROAD; THENCE THE
FOT,LOWING FIVE (5) COURSES ALONG SAID WESTERLY RIGHT-OF-WAY:
1. ALONG THE ARC OF A CURVE TO 'T14H LEFT HAVING A
RADIUS OF 746 .30 FEET AND A CENTRAL ANGLE OF
23036 '28 ' ' , A DISTANCE, OF 307.50 FEET (CHORD BEARS
S 11050'44 " W 305 .33 FEET)
2. S 00002'30" W 227.20 FELT
3. S 02*12'20"W 54.98 FI T
4, S 01001'31"E 375.29 FLEET
5. S 02029'59" E 206.91 11i11T; I'llENCE,LEAVING SAID WESTLRLY
RIGI IT-Or- WAY S 80030'09" W 311.83 FEIET; TIICNCE N 02°37'00"W 913.64
FFE.T;TIIFNCF.S 87°22'19"W 556.55 FEET;1'I ICNCE S 39024124"W 530.98 FLEET;
TI 11iNCI:N 05059'OS" H 212.33 F1iRT TO THE,POINT OF A17,01NNING; SAID
PARCEL CONTAINING 15.334 ACRES, MORE OR LESS.
1,0valary M.Nx")
(tu F."761 u 11
!IVA�
I IIIIII (IIII IIIIII IIIIII IIII IIIIII IIIII III IIIII IIII IIII 1'nnuuJuuttttt
447099 09/18/2000 10:37A ORDINANC DAVIS SILVI
34 of 37 R 0.00 D 0.00 N 0.00 PITKIN COUNTY CO
91)Cooper Arrnoe 14 Ineernas/Nice Earf,Sfe B-144
(;knwoad Springs,Co $1601 Englw&P4 CO 50112
phane 97()94. 5676•Jar 919 943-2S.15 plwne JO!9154544 a/as 303 915.0,917
a .
PROMISSORY NOTE
$ 1,815,000.00 February 9,2000
FOR VALUE RECEIVED, the undersigned, Aspen Valley Land Trust, a Colorado non-profit
corporation("AVLT"), promises to pay to the order of the Pitkin County Board of County
Commissioners(Pitkin County), the principal sum of One Million Eight Hundred Fifteen Thousand and
00/100 DOLLARS ($1,815,000.00),together with interest at the rate of the all-in true interest cost on
Pitkin County's general obligation bonds issued for the purpose of funding the Ryan property
acquisition, compounded semiannually. Principal and interest shall be payable in the following
manner: In full upon the transfer of the real property acquired by AVLT from David Middleton, as
described in that deed of trust from AVLT for the benefit of Pitkin County, which secures repayment of
this note, or February 9, 2004,whichever first occurs.
The maker shall have the right to make prepayments in any amount at any time.
Failure to pay when due any installation of principal or interest, or any part thereof, shall cause
this entire note to become due and collectible at once at the option of the holder and after the date of such
default, bear interest at 18%per annum. In the event this note shall be collected by an attorney, by suit or
otherwise, maker agrees to pay a reasonable attorney's fee.
The makers, endorsers, sureties and guarantors of this note severally waive presentment for
payment,notice of non-payment,protest, and notice of protest.
The deed of trust securing this Note grants certain real estate described in Exhibit "A"
attached hereto in Pitkin County, Colorado, to the Public Trustee of said county, together with all
the privileges, improvements and appurtenances thereto. The terms of said deed of trust are by
this reference made a part hereof to the extent and with the same force and effect as if fully set
forth herein. There is also a loan agreement of the same date between the parties, the terms of
which are by this reference made a part hereof to the extent and with the same force and effect as
if fully set forth herein.
IN WITNESS WHEREOF, this note is executed and delivered the day and year first written
above.
Aspen ey and Trust l
By: of-q 100
Reid Haughey, cutive Director
Address of Maker:
PO Box 940
Aspen, CO 81612
IIIIII IIIII IIIIII IIIIII IIII IIIIII IIIII III IIIII IIII IIII
447099 09/18/2000 10:37A ORDINANC DAVIS SILVI
35 of 37 R 0.00 D 0.00 N 0.00 PITKIN COUNTY CO
STATE OF COLORADO )
ss.
COUNTY OF PITKIN )
The,.forgoing instrument was acknowledged before me this day of
2000,by � rc� tt<ic � i �Cecu1Z2 (—)( c c 4z:,�
Witnessed my hand and official seal.
My commission expires: ( 3
NotafyLPublic
(IN A `�9L
U2Q.•'0?A,SeBV-
n
OF.CO��Q.Q
My Commissbn Expires 111000
IIIIII IN IIIIII IIIII III IIIII IIII IN
447099 09/18/2000 10:37R ORDINRNC ORVIS SILVI
36 of 37 R 0.00 0 0.00 N 0.00 PITKIN COUNTY CO
EXHIBIT "A"
LEGAL DESCRIPTION
A parcel of land situated in H.E.S. No. 93 and U.S.M.S. No. 2016, Township 11 South, Range 84 West of teh Sixth
Principal Meridian, County of Pitkin, State of Colorado; said parcel being more particularly described as follows:
(All bearings contained herein are based on a bearing of N 89°25'00" E between Corner No. 9 H.E.S. 93, a stone found in
place and the Corner No. 6 U.S.M.S. 2016, a stone found in place;
Commencing at Corner No. 9 H.E.S. 93, a stone found in place;
thence S 05058'08"W 212.33 feet to THE POINT OF BEGINNING;
thence N 39°24'24" E 530.98 feet;
thence N 87°22'19" E 556.55 feet;
thence S 02037'00" E 913.64 feet;
thence S 80030'09"W 386.42 feet;
thence S O6018'48"W 349.17 feet to a point on the Northerly right-of-way of Cathedral Lake Road;
thence the following eight(8) courses along said Northerly right-of-way:
1. N 26016'20"W 31.46 feet
2. N 47033'56"W 95.96 feet
3. N 55°56'46"W 120.30 feet
4. N 50°11'31"W 68.45 feet
5. N 5300621"W 65.31 feet
6. N 56019'00"W 52.91 feet
7. N 57"51'33"W 86.48 feet
8. N 56022'17"W 188.92 feet ;
thence leaving said right-of-way N 05058'08" E 466.92 feet to THE POINT OF BEGINNING.
Ij
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