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HomeMy WebLinkAbout14_CONSERVATION_EASEMENT_INSTRUMENTS14.1Conservation Easement Instruments conservation easement instruments section 14 14.2 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission Introduction In the preannexation agreement, the City and Bar/X Ranch agreed on mutual conservation easements to protect the majority of the acre- age of both the Bar/X Ranch and the Burlingame Ranch. This Section 14 contains the instruments that will effectuate the Bar/X Ranch easements. The following Section 15 contains the baseline conservation study on which these easements are referenced. These are not, however, the first conservation easements to be placed on the ranch. In the 1980s Joe Zoline placed four easements on portions of the meadow running south from Stage Road to- wards State Highway 82. The plansheet opposite shows the boundaries of these four easements, and the full text of them (including a Pitkin County ordinance addressing errors in the original record- ing of two of these easements) is included here in the appendices commencing on page 14.45. These four conservation easements were among the first in Colorado. They are not being replaced by the new agricultural conservation easement, which is more restrictive, and they will be left in place, overlaid by the new easement. Index Agricultural Lands Conservation Easement................................14.5 Maroon Creek Canyon Conservation Easement .............................14.25 14.3Conservation Easement InstrumentsCONSERVATION EASEMENT #4CONSERVATION EASEMENT #3CONSERVATION EASEMENT #2CONSERVATION EASEMENT #1 Jebby’s Rock Existing Harvey Road Road Existing Ranch Fathering Parcel Lot 3 6.0 acres Lot 6 17.1 acres Lot 5 9.6 acres Lot 4 9.5 acres 7845783578307840782078 2 5 7830 781578207840783578357835784078307840783 57835783078257840 78257830 7845Existing Conservation Easements; see appendices, page 14.45 14.4 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission This page intentionally left blank 14.5Conservation Easement Instruments 1 RECORDING REQUESTED BY: WHEN RECORDED RETURN TO: Herbert S. Klein, Esq. Herbert S. Klein & Associates, P.C. 201 North Mill Street, Suite 203 Aspen, Colorado 81611 AGRICULTURAL LANDS CONSERVATION EASEMENT THIS AGRICULTURAL LANDS CONSERVATION EASEMENT is granted this _____ day of _______________, 2004, by Bar/X LLC, a Colorado Limited Liability Company, whose address is C/O Gary Finkel, Gumbiner Savett, Inc.,1723 Cloverfield Blvd, Santa Monica, CA 90404 ("Grantor"), to the City of Aspen, a Colorado home rule municipal corporation, whose address is 130 South Galena Street, Aspen, Colorado 81611 ("Grantee), for the purpose of forever conserving the open space character, scenic qualities and agricultural productivity of the subject property. RECITALS: A Grantor is the sole owner in fee simple of the real property (the "Property") legally described in Exhibit A attached to and made a part of this Easement and depicted on Exhibit B attached hereto which consists of _____ acres of land, located in Pitkin County, State of Colorado. B The Property possesses agricultural, recreational, equestrian, natural, scenic and open space values (collectively, the "Conservation Values") of great importance to Grantor, the people of Pitkin County, Colorado, and the people of the State of Colorado which are worthy of protection. C The specific Conservation Values of the Property are documented in a study titled: Bar/X Ranch: Documentation of Present Conditions, prepared by Land Stewardship Consulting, Inc. of Boulder, Colorado, November 2003, which is intended to serve as an objective information baseline for monitoring compliance with the terms of this easement. A copy of said study is attached hereto at Exhibit C. This Agricultural Lands Conservation Easement refers specifically to the conservation values of the irrigated meadows of the Bar/X Ranch and not to the conservation values attached to Maroon Creek Canyon, as described in the above report, which are the subj ect of a separate conservation easement. D Grantor intends to make Grantee a beneficiary of the restrictions, terms and conditions this Easement for the exclusive purpose of assuring that the Conservation Values of the Property will be conserved and maintained and that uses of the Property that are 14.6 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission 2 inconsistent with the Conservation Values will be prevented or corrected. E Grantor further intends, as owner of the Property, to grant Grantee, subject to the provisions of this Easement, the right to preserve and protect the Conservation Values of the Property in perpetuity. F Grantee agrees by accepting this grant to honor the intentions of Grantor stated herein and to preserve and protect in perpetuity the Conservation Values of the Property for the benefit of this and for future generations. G This Easement is executed in connection with the creation of the Stage Road Subdivision/ PUD, as described on that certain plat map recorded in Book ___, Page ____, Reception No. ________, of the real property records of Pitkin County, Colorado. According to the terms of the Pre-annexation Agreement, between Grantor and the City of Aspen (“City”), this Easement is being granted as a condition of a developmental approval. NOW, THEREFORE, for the reasons given, and in consideration of the mutual promises and covenants contained herein, Grantor voluntarily grants and conveys to Grantee, and Grantee voluntarily accepts, a perpetual Conservation Easement in gross, an immediately vested interest in real property defined by Colorado Revised Statutes Section 38-30.5-101, et seq., of the nature and character and to the extent hereinafter set forth (the "Easement"). 1 Purpose The purpose of this Easement is to preserve and protect in perpetuity the Conservation Values of the Property and to prevent any use of the Property that will materially impair or interfere with those Conservation Values. It is also the purpose of this Easement to permit other uses of the Property, which uses are described herein, that are consistent with the foregoing goals. 2 Rights of Grantee To accomplish the purpose of this Easement, the following rights are hereby conveyed to Grantee by this Easement: 2.1 Protection of Conservation Values To preserve and protect the Conservation Values of the Property. 2.2 Compliance Monitoring To enter upon the Property at reasonable times, after first giving Grantor not less than seventy-two (72) hours advance notice, in order to monitor Grantor's compliance with and otherwise enforce the terms of this Easement; provided that, except in cases where Grantee determines that immediate entry is required to prevent, terminate, or mitigate a violation of this Easement, such entry shall be upon prior reasonable notice to Grantor, and Grantee shall not unreasonably interfere with Grantor's use and quiet enjoyment of the Property. 14.7Conservation Easement Instruments 3 2.3 Prevention of Inconsistent Use To prevent any activity on or use of the Property that is inconsistent with the purpose of this Easement and to require the restoration of such areas or features of the Property that may be damaged by any inconsistent activity or use. 3 Prohibited Uses Any activity or use of the Property that is inconsistent with the purpose of this Easement is expressly prohibited. Without limiting the generality of the foregoing, Grantor and Grantee hereby acknowledge and agree that the following activities and uses are expressly prohibited: . 3.1 Construction of Buildings and Other Structures The construction or reconstruction of any building or other structure, which is not associated with the uses permitted on the Property is prohibited, except if such buildings or structures are existing on the date of this Easement. 3.2 Timber Harvesting Except in the course of ordinary ranching activities or with respect to a tree farm or nursery, commercial timber harvesting on the Property shall be prohibited. In addition, trees may be cut to control insects and disease, to control invasive non-native species, and to prevent personal injury and property damage. Dead trees may also be cut for firewood and other uses on the Property. Tree thinning activities may take place to enhance views from authorized building areas, to maintain the character and nature of the habitat, and to preserve its value as winter range for deer, elk and other wildlife. 3.3 Mining The commercial mining or extraction of soil, sand, gravel, rock, oil, natural gas, fuel, or any other mineral substance is prohibited. Nothing herein shall prohibit excavation or extraction activities associated with ranching or the development of the Stage Road Subdivision/ PUD, including, without limitation, construction of roads within the Stage Road Subdivision/ PUD, ditches, utility installations or septic systems. 3.4 Trash The dumping or uncontained accumulation of any kind of trash or refuse on the Property is prohibited. 3.5 Water Rights Except as may be required for the development of the Stage Road Subdivision/ PUD, including, without limitation, creation of a potable water supply and construction of ponds, Grantor shall not sell, transfer, lease, encumber or otherwise separate water rights which have been historically used to maintain the agricultural productivity, open space, wildlife habitat, and scenic qualities of the Property, from title to the Property itself. 14.8 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission 4 3.6 Commercial or Industrial Activity No non-agricultural commercial or industrial uses shall be allowed on the Property, other than normal ranching activities. Notwithstanding the foregoing, subject to paragraph 4.3,special events, picnics, rodeo’s, equestrian activities, educational or cultural activities and similar uses may be undertaken on the Property for charitable purposes or for profit. 3.7 Hazardous Materials The storage, dumping, or other disposal of toxic and/or hazardous materials on the Property is prohibited. For the purpose of this paragraph, hazardous or toxic substances shall mean any hazardous or toxic substance which is regulated under any federal, state, or local law, excluding, however, fertilizers, herbicides and insecticides necessary for agricultural operations, weed control and dust control. 3.8 Paving and Road and Trail Construction With the exception of the portions of the Property located within existing building areas, and roads existing at the time this Easement is recorded or roads, trails and driveways necessary for the development of the Stage Road Subdivision/PUD, no portion of the Property shall be paved or otherwise covered with concrete, asphalt, or any other paving material, without the advance written permission of Grantee. Grantee shall give such permission within fifteen (15) days of a request therefore unless Grantee determines that the proposed paving or covering of the soil will substantially diminish or impair the Conservation Values of the Property or is otherwise inconsistent with this Easement, and such permission shall not be unreasonably withheld. The failure of Grantee to respond within the fifteen day period shall be deemed an approval. Nothing herein shall limit Grantor’s right to maintain and repair existing roads, and to relocate said roads if they are damaged from the effects of erosion or other natural causes. 4 Reserved Rights and Permitted Uses Grantor retains the right to perform any act and conduct any uses not specifically prohibited or limited by this Easement (“Permitted Uses.”). Grantor reserves to itself and to its administrators, successors, and assigns, all rights accruing from its ownership of the Property, including the right to engage in, or permit or invite others to engage in, all uses of the Property that are not expressly prohibited herein and are not materially detrimental to the conservation values and the purpose of this Easement. Grantor retains the right to privacy and the right to exclude any member of the public from trespassing on the Property. Without limiting the generality of the foregoing, and subject to the terms of Paragraph 3, the following rights are expressly reserved: 4.1 Residential Uses and Utilities The Grantor may construct, improve, alter, maintain and repair or replace any residential buildings, necessary to the agricultural operation of the Property, such as, without limitation a bunkhouse and other residential structures, provided they are occupied by employees who work in agricultural endeavors on the Property and may 14.9Conservation Easement Instruments 5 also create residential building envelopes and enjoy residential uses for free market development if approved as an Alternative Plan as referred to in paragraph 4.5 below. Grantor shall also have the right to construct and maintain utilities which serve the improvements and uses located or to be located on the Property and/or the Stage Road Subdivision/PUD. 4.2 Fences Grantor may repair, replace, move, or remove existing fences and gates, and new fences and gates may be built for purposes of reasonable and customary ranching uses, including management of livestock and wildlife. Grantor may install gates at various locations in new or existing fences. Gates and fences may incorporate the use of cattle guards as and where deemed necessary by Grantor. 4.3 Recreational Use Grantor may engage in and permit others to engage in recreational uses of the Property, including, without limitation, equestrian activities and other non-motorized recreational activities. 4.4 Agricultural Use To engage in any and all agricultural uses of the Property in accordance with sound, generally accepted agricultural and ranching practices. For the purposes of this Easement, "agricultural uses" shall include the uses defined below and the construction of any structures and improvements associated with said uses, which are defined as: transporting, breeding, raising, pasturing, and grazing livestock of every nature and description; equestrian activities of all kinds; breeding and raising bees, fish, poultry, and other fowl; planting, raising, harvesting, and producing agricultural, aquacultural, horticultural, and forestry crops and products of every nature and description; and the primary processing, storage, and sale, including direct retail sale to the public, of crops and products harvested and produced principally on the Property. Livestock shall include, without limitation, the animals included in the definition of Livestock found at C.R.S. 35-1-102 in effect on the date of recording this Easement. 4.5 Alternative Development Plan Grantor shall have the right, at any time before the sale of an individual lot in the Stage Road Subdivision/PUD, to amend the approved free market development plan in a manner which reduces the number of free market lots from the number approved in the Plat, with a lot configuration that may, but does not have to, include a fathering parcel of a different size than that approved in the Plat (the “Alternative Plan”). This Easement is subject to building envelopes and residential uses for residential development that may be placed within its boundaries in order to accommodate the reconfiguration of lots involved in any Alternative Plan. 4.6 Conservation Practices The Property shall be managed in accordance with good conservation practices to 14.10 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission 6 prevent the following: (i) soil erosion; (ii) noxious weeds to the extent reasonably possible; and (iii) overgrazing by livestock. Grantor and Grantee may consult with a qualified professional mutually agreed on who will provide written suggestions regarding good conservation practices for erosion control, weed control and grazing management. 5 Notice of Intention to Undertake Certain Permitted Actions If any activities referred to in this Easement require Grantor to notify Grantee prior to undertaking them, such notice is intended to afford Grantee an adequate opportunity to monitor the activities in question to ensure that they are designed and carried out in a manner that is not inconsistent with the purpose of this Easement. Whenever notice is required Grantor shall notify Grantee in writing not less than fifteen (15) days prior to the date Grantor intends to undertake the activity in question. The notice shall describe the nature, scope, design, location, timetable, and any other material aspect of the proposed activity in sufficient detail to permit Grantee to make an informed judgment as to its consistency with the purpose of this Easement. 5.1 Grantee's Approval Where Grantee's approval is required, Grantee shall grant or withhold its approval in writing within fifteen (15) days of receipt of Grantor's written request therefor. Grantee's approval may be withheld only upon a reasonable determination by Grantee that the action as proposed would be inconsistent with the purpose of this Easement. 5.2 City Approval In the event that Grantee assigns its rights in this Easement as permitted by paragraph 16 below, City’s consent shall be required for any amendment to this Easement which changes the allowed use of the areas within this Easement. City is intended to be a beneficiary of this Easement in order to exercise such rights. City shall not have the right to assign this right of consent to such amendment and any such assignment shall be null and void. 6 Enforcement Grantee shall have the right to prevent and correct or require correction of violations of the terms and purposes of this Easement. Subject to paragraph 2.2, Grantee may enter the Property for the purpose of inspecting for violations. 6.1 Notice of Violation; Corrective Action If Grantee finds what it believes is a violation, Grantee shall immediately notify Grantor in writing of the nature of the alleged violation. Upon receipt of this written notice, Grantor shall either (a) restore the Property to its condition prior to the violation or (b) provide a written explanation to Grantee of the reason why the alleged violation should be permitted. If the condition described in (b) above occurs, both parties agree to meet either in person, by telephone or through their authorized representatives, within fifteen (15) days of said notice to resolve this difference. If a 14.11Conservation Easement Instruments 7 resolution of this difference cannot be achieved at the meeting, both parties agree to meet with a mutually acceptable mediator to attempt to resolve the dispute within fifteen (15) days after the meeting described in the previous sentence. When, in Grantee's opinion, an ongoing or imminent violation could irreversibly diminish or impair the Conservation Values of the Property, Grantee may, at its discretion, take appropriate legal action. Grantor shall discontinue any activity which could increase or expand the alleged violation during the mediation process. Should mediation fail to resolve the dispute, Grantee may, at its discretion, take appropriate legal action. If a court with jurisdiction determines that a violation is imminent, exists, or has occurred, Grantee may get an injunction to stop it, temporarily or permanently. A court may also issue an injunction to require Grantor to restore the Property to its condition prior to the violation. 6.2 Attorney Fees In any litigation to enforce the terms of this Easement, the court shall determine who is the prevailing party and shall award such party its reasonable costs and attorney fees incurred in such litigation, in addition to any other relief granted by the court.. 6.3 Emergency Enforcement If Grantee, reasonably determines that circumstances require immediate action to prevent or mitigate significant damage to the Conservation Values of the Property, Grantee may pursue its remedies under this Paragraph 6 without prior notice to Grantor or without waiting for the period provided for cure to expire. 6.4 Grantee's Discretion Enforcement of the terms of this Easement shall be at the discretion of Grantee, and any forbearance by Grantee to exercise its rights under this Easement in the event of any breach of any term of this Easement by Grantor shall not be deemed or construed to be a waiver by Grantee of such term or of any subsequent breach of the same or any other term of this Easement or of any of Grantee's rights under this Easement. No delay or omission by Grantee in the exercise of any right or remedy upon any breach by Grantor shall impair such right or remedy or be construed as a waiver. 6.5 Waiver of Certain Defenses Grantor hereby waives any defense of laches, estoppel, or prescription. 6.6 Acts Beyond Grantor's Control Nothing contained in this Easement shall be construed to entitle Grantee to bring any action against Grantor for any injury to or change in the Property resulting from causes beyond Grantor's control, including, without limitation, fire, flood, storm, and earth movement, or from any prudent action taken by grantor under emergency conditions to prevent, abate, or mitigate significant injury to the Property resulting from such causes. 14.12 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission 8 7 Access No right of access by the general public to any portion of the Property is conveyed by this Easement. 8 Costs, Legal Requirements, and Liabilities Grantor retains all responsibilities and shall bear all costs and liabilities of any kind related to the ownership, operation, upkeep, and maintenance of the Property, including, at Grantor’s option, the maintenance of comprehensive general liability insurance coverage in coverages and amounts determined by Grantor, in its sole discretion. Grantor remains solely responsible for obtaining any applicable governmental permits and approvals for any construction or other activity or use permitted by this Easement, and all such construction or other activity or use shall be undertaken in accordance with all applicable federal, state, and local laws, regulations, and requirements. Grantor shall keep the Property free of any liens arising out of any work performed for, materials furnished to, or obligations incurred by Grantor, except that nothing herein shall prohibit Grantor from placing liens on the Property which are subordinated to this Easement or otherwise junior in priority to this Easement. 9 Taxes Grantor shall pay before delinquency all taxes, assessments, fees, and charges of whatever description levied on or assessed against the Property by competent authority (collectively "taxes"), including any taxes imposed upon, or incurred as a result of, this Easement, and shall furnish Grantee with satisfactory evidence of payment upon request. 10 Control Nothing in this Easement shall be construed as giving rise, in the absence of a judicial decree, to any right or ability in Grantee to exercise physical or managerial control over the day-to-day operations of the Property, or any of Grantor's activities on 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 ("CERCLA"). 11 Hold Harmless Grantor hereby releases any claims it may now or hereafter have against Grantee and its members, directors, officers, employees, agents, and contractors and the heirs, personal representatives, successors, and assigns of each of them (collectively "Released Parties") for any and all liabilities, penalties, fines, charges, costs, losses, damages, expenses, causes of action, claims, demands, orders, judgments, or administrative actions, including, without limitation, reasonable attorneys' fees, arising from or in any way connected with: (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, except to the extent caused by the negligence or wilful act of any of the Indemnified Parties; and hereby indemnifies Grantee against any claims arising from (a) the violation or alleged violation of, or other failure to comply by Grantor with, any state, federal, or local law, regulation, or requirement, including, without limitation, CERCLA, in any way affecting, involving, or relating to the Property; and (b) the presence or release in, 14.13Conservation Easement Instruments 9 on, from, or about the Property, at any time, of any substance now or hereafter defined, listed, or otherwise classified pursuant to any federal, state, or local law, regulation, or requirement as hazardous, toxic, polluting, or otherwise contaminating to the air, water, or soil, or in any way harmful or threatening to human health or the environment, unless caused by any of the Released Parties. 12 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 in whole or in part, either by the mutual consent of the Grantor, the Grantee and the City, or by judicial proceedings in a court of competent jurisdiction. Each party shall promptly notify the other when it first learns of such circumstances. Grantee shall not be entitled to any compensation in the event of such termination. 13 Condemnation If all or any part of the Property is taken by exercise of the power of eminent domain or acquired by purchase in lieu of condemnation, whether by public, corporate, or other authority, so as to terminate this Easement, in whole or in part, Grantor and Grantee shall act jointly to recover the full value of the interests in the Property subject to the taking or in lieu purchase and all direct or incidental damages resulting therefrom. All expenses reasonably incurred by Grantor and Grantee in connection with the taking or in lieu purchase shall be paid out of the amount recovered. Grantee's share of the balance of the amount recovered shall be one tenth (1/10th) of the amount recovered, less all expenses and fees, including, without limitation, reasonable attorney fees and appraiser and expert witness fees, incurred by Grantor in connection with such condemnation. 14 Intentionally Left Blank 15 Application of Proceeds Grantee shall use any proceeds received under the circumstances described in Paragraph13 in a manner consistent with its conservation purposes, which are exemplified by this grant. 16 Assignment. 16.1 By Grantee: This Easement is transferable by Grantee only as follows: Grantee may assign its rights and obligations under this Easement only to an organization which is approved in advance by Grantor, which approval Grantor may deny in its sole and unfettered discretion, and only if the agency or organization expressly agrees to assume the responsibility imposed on Grantee by this Easement. If Grantee ever ceases to exist, a court with jurisdiction shall transfer this Easement to another organization having similar purposes that is designated by the then owner of the Property and that agrees to assume the responsibility. 16.2 By Grantor: Grantor shall have the right to designate a successor grantee and 14.14 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission 10 beneficiary (“Successor Grantee”) of the City’s interests in this Easement. Grantor shall provide to the City, for its review and approval, a form of assignment of the City’s interest in this Easement together with all relevant information about the Successor Grantee. Provided that such Successor Grantee is a recognized conservation, agricultural or preservation organization which has a demonstrated capability to administer this Easement, City’s approval and execution of the assignment shall not be unreasonably withheld or delayed. 17 Subsequent Transfers Grantor agrees to incorporate the terms of this Easement by reference in any deed or other legal instrument by which they divest themselves of any interest in all or a portion of the Property, including, without limitation, a leasehold interest. Grantor further agrees to give written notice to Grantee of the transfer of any interest at least twenty (20) days prior to the date of such transfer. The failure of Grantor to perform any act required by this paragraph shall not impair the validity of this Easement or limit its enforceability in any way. 18 Perpetual Duration This Easement shall be a servitude running with the land in perpetuity. Every provision of this Easement that applies to Grantor or Grantee shall also apply to their respective agents, heirs, executors, administrators, assigns, and all other successors as their interests may appear; provided, however, that either party's rights and obligations under this Easement shall terminate (as to such party, but not as to such party's successor, who shall be bound as provided herein) upon a transfer of such party's entire interest in this Easement or the Property, except that liability of such transferring party for acts or omissions occurring prior to such transfer shall survive the transfer. 19 Notices Any notice provided or permitted to be given under this Easement must be in writing and may be given and shall be deemed to have been given (i) by depositing the same in the United States mail, addressed to the party notified, postage prepaid and registered or certified with return receipt requested; (ii) by delivering the same in person to such party; or (iii) by depositing the same into the custody of a nationally recognized overnight delivery service such as, but not limited to Federal Express Corporation, addressed to the party to be notified; or (iv) by facsimile. For purposes of notice, the addresses of the parties shall be as set forth below. From time to time either party may designate another address for all purposes of this Easement by giving the other party no less than ten (10) days' advance notice of such change of address in accordance with the provisions hereof. Grantor: Bar/X Ranch, LLC C/O Gary Finkel Gumbiner Savett, Inc. 1723 Cloverfield Blvd Santa Monica, CA 90404 Phone: (310) 828-9798 Facsimile: (310) 829-7853 14.15Conservation Easement Instruments 11 Copy to: Herbert S. Klein, Esq. Herbert S. Klein & Associates, Professional Corporation 201 N. Mill St. #203 Aspen, Co. 81611 Phone: 970-925-8700 Facsimile: 970-925-3977 Grantee: City of Aspen Attn: City Attorney 130 S. Galena St. Aspen, Co. 81611 Phone: 970-920-5055 Facsimile: 970-920-5119 20 Recordation Grantee shall record this instrument in timely fashion in the official records of each county in which the Property is situated, and may re-record it at any time as may be required to preserve its rights in this Easement. 20 Controlling Law The interpretation and performance of this Easement shall be governed by the laws of the State of Colorado. 22 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 Easement. 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. 23 Severability If any provision of this Easement, or the application thereof to any person or circumstance, is found to be invalid, the remainder of the provisions of this Easement, or the application of such provision to persons or circumstances other than those as to which it is found to be invalid, as the case may be, shall not be affected thereby. 24 No Forfeiture Nothing contained herein will result in a forfeiture or reversion of Grantor's title in any respect. 25 Joint Obligation The obligations imposed by this Easement upon Grantors shall be joint and several. 14.16 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission 12 26 Captions The captions in this instrument have been inserted solely for convenience of reference and are not a part of this instrument and shall have no effect upon construction or interpretation. 27 Amendment If the circumstances arise under which an amendment to, or modification of, this Easement would be appropriate, Grantor and Grantee are free to jointly amend this Easement, provided that no amendment shall be allowed that will affect the qualifications of this Easement under any applicable laws. Any amendment must be consistent with the conservation purposes of this Easement and may not affect its perpetual duration. Any amendment must be in writing, signed by both parties, and recorded in the official records of Pitkin County, Colorado. Any amendment which results in lesser restrictions on uses prohibited or limited hereby, shall also be approved by the City. 28 Effective Date Grantor and Grantee intend that this Easement shall take effect on the date it is recorded in the records of the Clerk and Recorder of Pitkin County, Colorado, after the signatures of Grantor and Grantee have been affixed hereto, and until this Easement has been signed and recorded, it shall not be effective. TO HAVE AND TO HOLD, this Easement unto Grantee, its successors and assigns, forever. IN WITNESS WHEREOF, Grantor and Grantee, intending to legally bind themselves, have set their hands on the date first written above. SIGNATURES ON NEXT PAGES 14.17Conservation Easement Instruments 13 GRANTOR: Bar/X LLC, a Colorado Limited Liability Company _________________________________ By: Gary Finkel, Trustee of the Survivors Trust Under the Zoline Family 1982 Trust. STATE OF COLORADO ) ) ss. COUNTY OF Pitkin ) The foregoing instrument was acknowledged before me this ____ day of ____________, by Gary Finkel. Witness my hand and official seal. My commission expires: __________________ ____________________ Notary Public 14.18 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission 14 GRANTEE: City of Aspen, a Colorado municipal corporation By:______________________________ Mayor ATTEST: _________________________________ Kathryn S. Koch, City Clerk APPROVED AS TO FORM: _________________________________ John Worcester, City Attorney STATE OF COLORADO ) ) ss COUNTY OF PITKIN ) The above and foregoing document was acknowledged before me this __________ day of ____________________, 2004, by _____________________________________ as Mayor and Kathryn S. Koch as City Clerk of the City of Aspen, Colorado, a Colorado municipal corporation. Witness my hand and official My commission expires: _______________________. _____________________________ Notary Public N:\ZOLINE\finalplat\documents\finaldocs\Agricultural conservation easement-hkclean-final(020604).wpd 14.19Conservation Easement Instruments Exhibit A Agricultural Conservation Easement: Property Description A parcel of land situated in Section 2, Township 10 South, Range 85 West of the 6th Principal Meridian, County of Pitkin, State of Colorado, Said parcel of land being more particularly described as follows: Beginning at a point on the boundary line of Golf Course Parcel A, as shown on the Final Plat and P.U.D. of Maroon Creek Club, recorded in Plat Book 33, Pages 4 through 15 of the Pitkin County Records; whence the S1/4 corner of said Section 2, a found 1954 BLM Brass Cap in place bears S.18°56'44"E., a distance of 1,746.14 feet; Thence along the boundary of said Golf Course Parcel A the following six (6) courses: 1) S.88°59'33"W., a distance of 228.21 feet; 2) S.89°08'18"W., a distance of 156.94 feet; 3) S.88°56'55"W., a distance of 144.94 feet; 4) S.88°41'56"W., a distance of 136.14 feet; 5) S.89°42'25"W., a distance of 189.99 feet; 6) N.87°18'47"W., a distance of 5.97 feet to a point on an existing fence line and fence line extended; Thence following along said fence line and fence line extended the following five (5) courses: 1) N.01°01'58"E., a distance of 203.59 feet; 2) N.02°02'27"E., a distance of 109.93 feet; 3) N.00°19'27"E., a distance of 298.14 feet; 4) N.00°41'53"W., a distance of 62.14 feet; 5) N.02°29'43"E., a distance of 13.40 feet to a point on the northerly boundary of that property described in Book 181 at Page 320 of the Pitkin County Records; Thence leaving said fence line and fence line extended N.02°29'43"E., a distance of 163.25 feet; Thence N.00°11'54"W., a distance of 143.37 feet; Thence N.12°45'55"E., a distance of 382.13 feet; Thence S.90°00’00”E., a distance of 360.66 feet; Thence N.41°28'13"E., a distance of 71.83 feet; Thence S.35°00'55"E., a distance of 43.92 feet; Thence S.12°35'22"W., a distance of 163.15 feet; Thence S.23°28'36"W., a distance of 34.09 feet; Thence S.89°51'08"W., a distance of 116.21 feet; Thence S.00°00’00” W., a distance of 84.49 feet; Thence S.89°59'41"E., a distance of 108.42 feet; Thence N.17°58'36"E., a distance of 74.83 feet; Thence N.25°48'06"E., a distance of 57.61 feet; Thence N.12°53'25"E., a distance of 160.70 feet; Thence N.35°55'44"W., a distance of 61.57 feet; Thence N.41°28'13"E., a distance of 123.39 feet; Thence N.07°15'46"E., a distance of 301.55 feet; Thence N.13°46'24"W., a distance of 245.10 feet; Thence N.00°10'38"W., a distance of 286.12 feet to a point on the northerly boundary line of Government Lot 7, of said Section 2; Thence S.60°10'46"E., a distance of 271.19 feet; Thence S.10°18'23"E., a distance of 288.67 feet; Thence N.26°12'43"E., a distance of 96.01 feet; Thence S.48°12'16"E., a distance of 96.69 feet; Thence S.32°21'28"E., a distance of 381.97 feet; Thence S.33°26'43"E., a distance of 293.29 feet; Thence S.22°05'43"E., a distance of 157.54 feet; Thence S.30°32'13"E., a distance of 77.83 feet; Thence S.43°05'50"E., a distance of 384.93 feet; Thence S.39°56'08"E., a distance of 123.96 feet; Thence S.04°59'24"W., a distance of 105.08 feet; Thence S.02°28'05"E., a distance of 109.38 feet; Thence S.32°51'59"W., a distance of 152.65 feet; Thence S.09°02'17"W., a distance of 154.05 feet; Thence N.48°25'28"W., a distance of 73.51 feet; Thence N.18°26'45"W., a distance of 73.71 feet; Thence N.31°00'47"W., a distance of 290.06 feet; Thence S.89°48'03"W., a distance of 255.82 feet; Thence N.44°55'44"W., a distance of 87.48 feet; Thence N.46°47'50"W., a distance of 221.10 feet; Thence N.27°22'06"W., a distance of 103.74 feet; Thence N.47°20'30"W., a distance of 42.49 feet; Thence N.02°08'25"E., a distance of 57.71 feet; Thence West, a distance of 71.54 feet; Thence N.71°33'29"W., a distance of 28.60 feet; Thence N.56°17'57"W., a distance of 17.79 feet; Thence S.29°38'24"W., a distance of 61.52 feet; Thence S.29°07'28"W., a distance of 114.88 feet; Thence S.02°48'52"E., a 14.20 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission distance of 100.48 feet; Thence S.83°54'01"E., a distance of 210.25 feet; Thence S.86°00'27"E., a distance of 35.44 feet; Thence S.42°59'57"E., a distance of 243.15 feet; Thence S.73°14'13"W., a distance of 90.75 feet; Thence S.50°48'04"W., a distance of 97.62 feet; Thence S.33°20'47"E., a distance of 215.60 feet; Thence S.54°54'36"W., a distance of 212.70 feet; Thence N.11°55'14"W., a distance of 393.11 feet; Thence N.89°56'56"W., a distance of 114.77 feet; Thence S.04°17'35"E., a distance of 352.21 feet; Thence S.23°33'05"E., a distance of 83.25 feet; Thence S.06°37'24"E., a distance of 125.65 feet; Thence N.88°17'50"E., a distance of 156.16 feet; Thence N.89°22'18"E., a distance of 196.66 feet; Thence N.00°15'35"W., a distance of 211.09 feet; Thence N.89°56'03"E., a distance of 314.75 feet; Thence S.02°32'35"W., a distance of 210.64 feet; Thence S.88°37'23"E., a distance of 283.10 feet; Thence a distance of 96.35 feet along the arc of curve to the left having a radius of 110.29 feet and a central angle of 50°03'23" (chord bears N.66°20'56"E. 93.32 feet); Thence S.03°07'07"E., a distance of 79.93 feet to a point on the perimeter of a strip of land described in Book 166 at Page 481 of the Pitkin County Records the following three (3) courses: 1) S.01°14'15"W., a distance of 176.82 feet; 2) S.07°28'45"E., a distance of 152.60 feet; 3) S.06°23'45"E., a distance of 216.79 feet; Thence leaving the perimeter of said strip of land S.07°34'37"W., a distance of 266.12 feet to a point on the northerly line of a parcel of land recorded in Book 228 at Page 590 of the Pitkin County Records; Thence along the northerly and westerly line of said parcel of land the following three (3) courses: 1) N.89°07'44"W., a distance of 126.31 feet; 2) S.06°13'16"W., a distance of 267.36 feet; 3) S.14°07'16"W., a distance of 103.88 feet; Thence leaving said northerly and westerly line N.87°46'19"W., a distance of 93.37 feet; Thence S.45°52'51"W., a distance of 103.69 feet; Thence S.81°18'19"W., a distance of 81.79 feet; Thence S.67°50'31"W., a distance of 62.83 feet; Thence S.33°09'57"W., a distance of 114.91 feet; Thence a distance of 73.58 feet along the arc of a non-tangent curve to the right having a radius of 745.24 feet and a central angle of 05°39'24" (chord bears S.34°39'15"W. 73.55 feet); Thence a distance of 24.21 feet along the arc of a compound curve to the right having a radius of 25.00 feet and a central angle of 55°28'39" (chord bears S.65°13'17"W. 23.27 feet); Thence N.02°57'36"E., a distance of 53.43 feet; Thence a distance of 71.94 feet along the arc of curve to the left having a radius of 106.00 feet and a central angle of 38°53'07" (chord bears N.16°28'57"W. 70.57 feet); Thence N.35°55'31"W., a distance of 645.57 feet; Thence a distance of 81.46 feet along the arc of curve to the right having a radius of 106.00 feet and a central angle of 44°01'55" (chord bears N.13°54'33"W. 79.47 feet); Thence N.08°06'25"E., a distance of 299.47 feet; Thence N.64°05'13"E., a distance of 77.63 feet; Thence N.45°31'04"E., a distance of 76.85 feet; Thence N.28°21'08"E., a distance of 105.40 feet; Thence N.83°01'54"E., a distance of 166.24 feet; Thence N.37°01'05"E., a distance of 62.83 feet; Thence N.18°09'09"W., a distance of 176.97 feet; Thence S.89°20'28"W., a distance of 157.71 feet; Thence S.87°15'08"W., a distance of 126.50 feet to a point on the boundary line of said Golf Course Parcel A, the POINT OF BEGINNING. Said parcel of land containing 3,178,148 square feet or 72.960 acres, more or less 14.23Conservation Easement Instruments 17 EXHIBIT C Bar/X Ranch: Documentation of Present Conditions prepared by Land Stewardship Consulting, Inc. of Boulder, Colorado, November 2003 See Section 15 of Submission 14.24 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission This page intentionally left blank 14.25Conservation Easement Instruments 1 RECORDING REQUESTED BY: WHEN RECORDED RETURN TO: Herbert S. Klein, Esq. Herbert S. Klein & Associates, P.C. 201 North Mill Street, Suite 203 Aspen, Colorado 81611 MAROON CREEK CANYON CONSERVATION EASEMENT THIS CONSERVATION EASEMENT is granted this _____ day of _______________, 2004, by Bar/X LLC, a Colorado Limited Liability Company, whose address is C/O Gary Finkel, Gumbiner Savett, Inc.,1723 Cloverfield Blvd, Santa Monica, CA 90404 ("Grantor"), to the City of Aspen, a Colorado home rule municipal corporation, whose address is 130 South Galena Street, Aspen, Colorado 81611 (“Grantee”) for the purpose of forever conserving the open space character, wildlife habitat, scenic qualities and agricultural productivity of the subject property. RECITALS A Grantor is the sole owner in fee simple of the real property (the "Property") legally described in Exhibit A attached to and made a part of this Conservation Easement and depicted on Exhibit B attached hereto which consists of _____ acres of land, located in Pitkin County, State of Colorado, which includes a portion of what is commonly known as the Maroon Creek Canyon. Grantor also owns adjacent land known as the Bar/X Ranch (the “Ranch”), upon which certain ranching, recreational, cultural and residential uses are conducted and certain of which have historically been undertaken within the Maroon Creek Canyon. The boundaries of the Ranch and the location of this Conservation Easement are graphically depicted on Exhibit B. B The floor of Maroon Creek Canyon has very high ecological values and contains numerous wetlands and areas of riparian vegetation. Certain of these wetland systems developed over the past 120 years as a result of the ranching activities on the Ranch land above the canyon. The Property also possesses other recreational, equestrian, natural, scenic and open space values (collectively, the "Conservation Values") of great importance to Grantor, the people of Pitkin County, Colorado, and the people of the State of Colorado which are worthy of protection. C The specific Conservation Values of the Property are documented in a study titled: Bar/X Ranch: Documentation of Present Conditions, prepared by Land Stewardship Consulting, Inc. of Boulder, Colorado, November 2003, which is intended to serve as an objective information baseline for monitoring compliance with the terms of this easement. A copy of said study is attached hereto at Exhibit C. This Maroon Creek Canyon Conservation 14.26 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission 2 Easement refers specifically to the Conservation Values attached to Maroon Creek Canyon, as described in the above report, and not to the agricultural Conservation Values of the irrigated meadows of the Bar/X Ranch, which are the subject of a separate conservation easement. D Grantor intends to make Grantee a beneficiary of the restrictions, terms and conditions this Conservation Easement for the exclusive purpose of assuring that, the Conservation Values of the Property will be conserved and maintained, and that uses of the Property that are inconsistent with the Conservation Values will be prevented or corrected. E Grantor further intends, as owner of the Property, to grant Grantee, subject to the provisions of this Conservation Easement, the right to preserve and protect the Conservation Values of the Property in perpetuity. F Grantee agrees by accepting this grant to honor the intentions of Grantor stated herein and to preserve and protect in perpetuity the Conservation Values of the Property for the benefit of this and for future generations. G This Agreement is executed in connection with the creation of the Stage Road Subdivision/ PUD, as described on that certain plat map (the “Plat”) recorded in Book ___, Page ____, Reception No. ________, of the real property records of Pitkin County, Colorado. According to the terms of the Pre-annexation Agreement, between Grantor and the City of Aspen (“City”), this Conservation Easement is being granted as a condition of a developmental approval. NOW, THEREFORE, for the reasons given, and in consideration of the mutual promises and covenants contained herein, Grantor voluntarily grants and conveys to Grantee, and Grantee voluntarily accepts, a perpetual Conservation Easement in gross, an immediately vested interest in real property defined by Colorado Revised Statutes Section 38-30.5-101, et seq., of the nature and character and to the extent hereinafter set forth ("Easement"). 1 Purpose The purpose of this Easement is to preserve and protect in perpetuity the Conservation Values of the Property and to prevent any use of the Property that will materially impair or interfere with those Conservation Values. It is also the purpose of this Easement to permit other uses of the Property, which uses are described herein, that are consistent with the foregoing goals. 2 Rights of Grantee To accomplish the purpose of this Easement, the following rights are hereby conveyed to Grantee by this Easement: 2.1 Protection of Conservation Values To preserve and protect the Conservation Values of the Property. 14.27Conservation Easement Instruments 3 2.2 Compliance Monitoring To enter upon the Property at reasonable times, after first giving Grantor not less than seventy-two (72) hours advance notice, in order to monitor Grantor's compliance with and otherwise enforce the terms of this Easement; provided that, except in cases where Grantee determines that immediate entry is required to prevent, terminate, or mitigate a violation of this Easement, such entry shall be upon prior reasonable notice to Grantor, and Grantee shall not unreasonably interfere with Grantor's use and quiet enjoyment of the Property. 2.3 Prevention of Inconsistent Use To prevent any activity on or use of the Property that is inconsistent with the purpose of this Easement and to require the restoration of such areas or features of the Property that may be damaged by any inconsistent activity or use. 3 Prohibited Uses Any activity or use of the Property that is inconsistent with the purpose of this Easement is expressly prohibited. Without limiting the generality of the foregoing, Grantor and Grantee hereby acknowledge and agree that the following activities and uses are expressly prohibited: . 3.1 Construction of Buildings and Other Structures The construction or reconstruction of any building or other structure, which is not associated with the uses permitted on the Property is prohibited, except if such buildings or structures are existing on the date of recording this Easement. 3.2 Timber Harvesting Commercial timber harvesting on the Property shall be prohibited. Trees may be cut to control insects and disease, to control invasive non-native species, and to prevent personal injury and property damage. Dead trees may also be cut for firewood and other uses on the Property. Tree thinning activities may take place to enhance views from authorized building areas, to maintain the character and nature of the habitat, and to preserve its value as winter range for deer, elk and other wildlife. 3.3 Mining The commercial mining or extraction of soil, sand, gravel, rock, oil, natural gas, fuel, or any other mineral substance is prohibited. 3.4 Trash The dumping or uncontained accumulation of any kind of trash or refuse on the Property is prohibited. 3.5 Water Rights Except as may be required for the development of the Stage Road Subdivision/ PUD, including, without limitation, creation of a potable water supply, including, 14.28 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission 4 without limitation the development of one or more wells, and construction of ponds, Grantor shall not sell, transfer, lease, encumber or otherwise separate water rights which have been historically used to maintain the agricultural productivity, open space, wildlife habitat, and scenic qualities of the Property, from title to the Property itself. 3.6 Commercial or Industrial Activity and Utilities No non-agricultural commercial or industrial uses shall be allowed on the Property, other than normal ranching activities. Notwithstanding the foregoing, subject to paragraph 4.3,special events, picnics, rodeo’s, equestrian activities, educational or cultural activities and similar uses may be undertaken on the Property for charitable purposes or for profit. Utility easements existing as of the date of recording hereof and or which may be necessary in the future to serve the Stage Road Subdivision/PUD, and the lines, facilities and equipment related thereto as presently installed or as may be installed in the future, along with maintenance and repair activities associated therewith, are expressly permitted and nothing herein shall diminish or restrict the exercise of rights under said easements. 3.7 Hazardous Materials The storage, dumping, or other disposal of toxic and/or hazardous materials on the Property is prohibited. For the purpose of this paragraph, hazardous or toxic substances shall mean any hazardous or toxic substance which is regulated under any federal, state, or local law, excluding, however, fertilizers, herbicides and insecticides necessary for agricultural operations, weed control and dust control. 3.8 Paving and Road and Trail Construction With the exception of the portions of the Property located within the Cabin Site shown on the Plat (the “Cabin Site”) and any roads, trails or devices, such as, without limitation, stairways or funiculars necessary for access to the Cabin Site, and roads existing at the time this Easement is recorded, no portion of the Property shall be paved or otherwise covered with concrete, asphalt, or any other paving material, without the advance written permission of Grantee. Grantee shall give such permission within fifteen (15) days of a request therefore unless Grantee determines that the proposed paving or covering of the soil, will substantially diminish or impair the Conservation Values of the Property or is otherwise inconsistent with this Easement, and such permission shall not be unreasonably withheld. The failure of Grantee to respond within the fifteen day period shall be deemed an approval. Nothing herein shall limit Grantor’s right to maintain and repair existing roads, and to relocate said roads if they are damaged from the effects of erosion or other natural causes. 4 Reserved Rights and Permitted Uses Grantor retains the right to perform any act and conduct any uses not specifically prohibited or limited by this Easement (“Permitted Uses.”). Grantor reserves to itself and to its administrators, successors, and assigns, all rights accruing from its ownership of the 14.29Conservation Easement Instruments 5 Property, including the right to engage in, or permit or invite others to engage in, all uses of the Property that are not expressly prohibited herein and are not materially detrimental to the conservation values and the purpose of this Easement. Grantor retains the right to privacy and the right to exclude any member of the public from trespassing on the Property. Without limiting the generality of the foregoing, and subject to the terms of Paragraph 3, the following rights are expressly reserved: 4.1 Residential Uses and Utilities The Grantor may construct, improve, alter, maintain and repair or replace any buildings, permitted by the City of Aspen regulations and/or the Stage Road PUD and as the same may be amended, provided such structures are located within the Cabin Site. Other than the foregoing, no other buildings are permitted on the Property. Grantor shall also have the right to construct and maintain utilities, wells, sewer lines and/or septic facilities and access roads, trails and devices (as described in paragraphs 3.6 and 3.8 above) which serve the improvements and uses located or to be located on the Property and/or the Stage Road Subdivision/PUD. 4.2 Subdivision or Parceling Subdivision of the Property shall not be permitted, except that Grantor may subdivide and/or separately convey the Cabin Site, if approved by the City. 4.3 Fences Grantor may repair, replace, move, or remove existing fences and gates, and new fences and gates may be built for purposes of reasonable and customary ranching uses, including management of livestock and wildlife. Grantor may install gates at various locations in new or existing fences. 4.4 Recreational Use To engage in and permit others to engage in recreational uses of the Property, including, without limitation, hiking, bicycle riding, hunting, horseback riding, fishing and other non-motorized recreational uses; provided, however, that this Deed prohibits more than a de minimis use for a commercial recreational activity. 4.5 Alternative Development Plan Grantor shall have the right, at any time before the sale of an individual lot in the Stage Road Subdivision/PUD, to amend the approved free market development plan in a manner which reduces the number of free market lots from the number approved in the Plat, with a lot configuration that may, but does not have to, include a fathering parcel of a different size than that approved in the Plat (the “Alternative Plan”). Although this Easement shall not be terminated by reason of such Alternative Plan, the acreage within this Easement shall be included in the density calculations for such development, however, except for the Cabin Site, no new residential building sites shall be located within this Easement. 14.30 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission 6 4.6 Agricultural Use To engage in any and all agricultural uses of the Property in accordance with sound, generally accepted agricultural and ranching practices and in a manner consistent with the historic uses of the Property, which include breeding, raising, pasturing, and grazing of cattle, sheep and horses. It is expressly recognized that Grantor has title to a stock watering easement along the banks of Maroon Creek and Grantor’s use of this easement shall not be impaired or diminished in any way by the terms and conditions of this Easement. 4.7 Permitted Uses To conduct the Permitted Uses on the Property. 4.8 Conservation Practices The Property shall be managed in accordance with good conservation practices to prevent the following: (i) soil erosion; (ii) noxious weeds to the extent reasonably possible; and (iii) overgrazing by livestock. Grantor and Grantee may consult with a qualified professional mutually agreed on who will provide written suggestions regarding good conservation practices for erosion control, weed control and grazing management. 5 Notice of Intention to Undertake Certain Permitted Actions If any activities referred to in this Easement require Grantor to notify Grantee prior to undertaking them, such notice is intended to afford Grantee an adequate opportunity to monitor the activities in question to ensure that they are designed and carried out in a manner that is not inconsistent with the purpose of this Easement. Whenever notice is required Grantor shall notify Grantee in writing not less than fifteen (15) days prior to the date Grantor intends to undertake the activity in question. The notice shall describe the nature, scope, design, location, timetable, and any other material aspect of the proposed activity in sufficient detail to permit Grantee to make an informed judgment as to its consistency with the purpose of this Easement. 5.1 Grantee's Approval Where Grantee's approval is required, Grantee shall grant or withhold its approval in writing within fifteen (15) days of receipt of Grantor's written request therefor. Grantee's approval may be withheld only upon a reasonable determination by Grantee that the action as proposed would be inconsistent with the purpose of this Easement. 5.2 City Approval In the event that Grantee assigns its rights in this Easement as permitted by paragraph 16 below, City’s consent shall be required for any amendment to this Easement which changes the allowed use of the areas within this Easement. City is intended to be a beneficiary of this Easement in order to exercise such rights. City shall not have the right to assign this right of consent to such amendment and any such assignment shall be null and void. 14.31Conservation Easement Instruments 7 6 Enforcement Grantee shall have the right to prevent and correct or require correction of violations of the terms and purposes of this Easement. Subject to paragraph 2.2, Grantee may enter the Property for the purpose of inspecting for violations. 6.1 Notice of Violation; Corrective Action If Grantee finds what it believes is a violation, Grantee shall immediately notify Grantor in writing of the nature of the alleged violation. Upon receipt of this written notice, Grantor shall either (a) restore the Property to its condition prior to the violation or (b) provide a written explanation to Grantee of the reason why the alleged violation should be permitted. If the condition described in (b) above occurs, both parties agree to meet either in person, by telephone or through their authorized representatives, within fifteen (15) days of said notice to resolve this difference. If a resolution of this difference cannot be achieved at the meeting, both parties agree to meet with a mutually acceptable mediator to attempt to resolve the dispute within fifteen (15) days after the meeting described in the previous sentence. When, in Grantee's opinion, an ongoing or imminent violation could irreversibly diminish or impair the Conservation Values of the Property, Grantee may, at its discretion, take appropriate legal action. Grantor shall discontinue any activity which could increase or expand the alleged violation during the mediation process. Should mediation fail to resolve the dispute, Grantee may, at its discretion, take appropriate legal action. If a court with jurisdiction determines that a violation is imminent, exists, or has occurred, Grantee may get an injunction to stop it, temporarily or permanently. A court may also issue an injunction to require Grantor to restore the Property to its condition prior to the violation. 6.2 Attorney Fees In any litigation to enforce the terms of this Easement, the court shall determine who is the prevailing party and shall award such party its reasonable costs and attorney fees incurred in such litigation, in addition to any other relief granted by the court.. 6.3 Emergency Enforcement If Grantee, reasonably determines that circumstances require immediate action to prevent or mitigate significant damage to the Conservation Values of the Property, Grantee may pursue its remedies under this Section 6 without prior notice to Grantor or without waiting for the period provided for cure to expire. 6.4 Grantee's Discretion Enforcement of the terms of this Easement shall be at the discretion of Grantee, and any forbearance by Grantee to exercise its rights under this Easement in the event of any breach of any term of this Easement by Grantor shall not be deemed or construed to be a waiver by Grantee of such term or of any subsequent breach of the same or any other term of this Easement or of any of Grantee's rights under this Easement. No delay or omission by Grantee in the exercise of any right or remedy 14.32 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission 8 upon any breach by Grantor shall impair such right or remedy or be construed as a waiver. 6.5 Waiver of Certain Defenses Grantor hereby waives any defense of laches, estoppel, or prescription. 6.6 Acts Beyond Grantor's Control Nothing contained in this Easement shall be construed to entitle Grantee to bring any action against Grantor for any injury to or change in the Property resulting from causes beyond Grantor's control, including, without limitation, fire, flood, storm, and earth movement, or from any prudent action taken by grantor under emergency conditions to prevent, abate, or mitigate significant injury to the Property resulting from such causes. 7 Access No right of access by the general public to any portion of the Property is conveyed by this Easement. 8 Costs, Legal Requirements, and Liabilities Grantor retains all responsibilities and shall bear all costs and liabilities of any kind related to the ownership, operation, upkeep, and maintenance of the Property, including, at Grantor’s option, the maintenance of comprehensive general liability insurance coverage in coverages and amounts determined by Grantor, in its sole discretion. Grantor remains solely responsible for obtaining any applicable governmental permits and approvals for any construction or other activity or use permitted by this Easement, and all such construction or other activity or use shall be undertaken in accordance with all applicable federal, state, and local laws, regulations, and requirements. Grantor shall keep the Property free of any liens arising out of any work performed for, materials furnished to, or obligations incurred by Grantor, except that nothing herein shall prohibit Grantor from placing liens on the Property which are subordinated to this Easement or otherwise junior in priority to this Easement. 9 Taxes Grantor shall pay before delinquency all taxes, assessments, fees, and charges of whatever description levied on or assessed against the Property by competent authority (collectively "taxes"), including any taxes imposed upon, or incurred as a result of, this Easement, and shall furnish Grantee with satisfactory evidence of payment upon request. 10 Control Nothing in this Easement shall be construed as giving rise, in the absence of a judicial decree, to any right or ability in Grantee to exercise physical or managerial control over the day-to-day operations of the Property, or any of Grantor's activities on 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 ("CERCLA"). 14.33Conservation Easement Instruments 9 11 Hold Harmless Grantor hereby releases any claims it may now or hereafter have against Grantee and its members, directors, officers, employees, agents, and contractors and the heirs, personal representatives, successors, and assigns of each of them (collectively "Released Parties") for any and all liabilities, penalties, fines, charges, costs, losses, damages, expenses, causes of action, claims, demands, orders, judgments, or administrative actions, including, without limitation, reasonable attorneys' fees, arising from or in any way connected with: (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, except to the extent caused by the negligence or willful act of any of the Indemnified Parties; and hereby indemnifies Grantee against any claims arising from (a) the violation or alleged violation of, or other failure to comply by Grantor with, any state, federal, or local law, regulation, or requirement, including, without limitation, CERCLA, in any way affecting, involving, or relating to the Property; and (b) the presence or release in, on, from, or about the Property, at any time, of any substance now or hereafter defined, listed, or otherwise classified pursuant to any federal, state, or local law, regulation, or requirement as hazardous, toxic, polluting, or otherwise contaminating to the air, water, or soil, or in any way harmful or threatening to human health or the environment, unless caused by any of the Released Parties. 12 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 in whole or in part, either by the mutual consent of the Grantor, the Grantee and the City, or by judicial proceedings in a court of competent jurisdiction. Each party shall promptly notify the other when it first learns of such circumstances. Grantee shall not be entitled to any compensation in the event of such termination. 13 Condemnation If all or any part of the Property is taken by exercise of the power of eminent domain or acquired by purchase in lieu of condemnation, whether by public, corporate, or other authority, so as to terminate this Easement, in whole or in part, Grantor and Grantee shall act jointly to recover the full value of the interests in the Property subject to the taking or in lieu purchase and all direct or incidental damages resulting therefrom. All expenses reasonably incurred by Grantor and Grantee in connection with the taking or in lieu purchase shall be paid out of the amount recovered. Grantee's share of the balance of the amount recovered shall be one-tenth (1/10th) of the amount recovered, less all expenses and fees, including, without limitation, reasonable attorney fees and appraiser and expert witness fees, incurred by Grantor in connection with such condemnation. 14 Intentionally Left Blank 15 Application of Proceeds Grantee shall use any proceeds received under the circumstances described in Paragraph 14.34 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission 10 13 in a manner consistent with its conservation purposes, which are exemplified by this grant. 16 Assignment 16.1 By Grantee: This Easement is transferable by Grantee only as follows: Grantee may assign its rights and obligations under this Easement only to an organization which is approved in advance by Grantor, which approval Grantor may deny in its sole and unfettered discretion, and only if the agency or organization expressly agrees to assume the responsibility imposed on Grantee by this Easement. If Grantee ever ceases to exist, a court with jurisdiction shall transfer this Easement to another organization having similar purposes that is designated by the then owner of the Property and that agrees to assume the responsibility. 16.2 By Grantor: Grantor shall have the right to designate a successor grantee and beneficiary (“Successor Grantee”) of the City’s interests in this Easement. Grantor shall provide to the City, for its review and approval, a form of assignment of the City’s interest in this Easement together with all relevant information about the Successor Grantee. Provided that such Successor Grantee is a recognized conservation, agricultural or preservation organization which has a demonstrated capability to administer this Easement, City’s approval and execution of the assignment shall not be unreasonably withheld or delayed. 17 Subsequent Transfers Grantor agrees to incorporate the terms of this Easement by reference in any deed or other legal instrument by which they divest themselves of any interest in all or a portion of the Property, including, without limitation, a leasehold interest. Grantor further agrees to give written notice to Grantee of the transfer of any interest at least twenty (20) days prior to the date of such transfer. The failure of Grantor to perform any act required by this paragraph shall not impair the validity of this Easement or limit its enforceability in any way. 18 Perpetual Duration This Easement shall be a servitude running with the land in perpetuity. Every provision of this Easement that applies to Grantor or Grantee shall also apply to their respective agents, heirs, executors, administrators, assigns, and all other successors as their interests may appear; provided, however, that either party's rights and obligations under this Easement shall terminate (as to such party, but not as to such party's successor, who shall be bound as provided herein) upon a transfer of such party's entire interest in this Easement or the Property, except that liability of such transferring party for acts or omissions occurring prior to such transfer shall survive the transfer. 19 Notices Any notice provided or permitted to be given under this Easement must be in writing and may be given and shall be deemed to have been given (i) by depositing the same in the United States mail, addressed to the party notified, postage prepaid and registered or 14.35Conservation Easement Instruments 11 certified with return receipt requested; (ii) by delivering the same in person to such party; or (iii) by depositing the same into the custody of a nationally recognized overnight delivery service such as, but not limited to Federal Express Corporation, addressed to the party to be notified; or (iv) by facsimile. For purposes of notice, the addresses of the parties shall be as set forth below. From time to time either party may designate another address for all purposes of this Easement by giving the other party no less than ten (10) days' advance notice of such change of address in accordance with the provisions hereof. Grantor: Bar/X Ranch, LLC C/O Gary Finkel Gumbiner Savett, Inc. 1723 Cloverfield Blvd Santa Monica, CA 90404 Phone: (310) 828-9798 Facsimile: (310) 829-7853 Copy to: Herbert S. Klein, Esq. Herbert S. Klein & Associates, Professional Corporation 201 N. Mill St. #203 Aspen, Co. 81611 Phone: 970-925-8700 Facsimile: 970-925-3977 Grantee: City of Aspen Attn: City Attorney 130 S. Galena St. Aspen, Co. 81611 Phone: 970-920-5055 Facsimile: 970-920-5119 20 Recordation Grantee shall record this instrument in timely fashion in the official records of each county in which the Property is situated, and may re-record it at any time as may be required to preserve its rights in this Easement. 21 Controlling Law The interpretation and performance of this Easement shall be governed by the laws of the State of Colorado. 22 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 Easement. If any provision in this instrument is found to be ambiguous, an interpretation consistent with the 14.36 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission 12 purpose of this Easement that would render the provision valid shall be favored over any interpretation that would render it invalid. 23 Severability If any provision of this Easement, or the application thereof to any person or circumstance, is found to be invalid, the remainder of the provisions of this Easement, or the application of such provision to persons or circumstances other than those as to which it is found to be invalid, as the case may be, shall not be affected thereby. 24 No Forfeiture Nothing contained herein will result in a forfeiture or reversion of Grantor's title in any respect. 25 Joint Obligation The obligations imposed by this Easement upon Grantors shall be joint and several. 26 Captions The captions in this instrument have been inserted solely for convenience of reference and are not a part of this instrument and shall have no effect upon construction or interpretation. 27 Amendment If the circumstances arise under which an amendment to, or modification of, this Easement would be appropriate, Grantor and Grantee are free to jointly amend this Easement, provided that no amendment shall be allowed that will affect the qualifications of this Easement under any applicable laws. Any amendment must be consistent with the conservation purposes of this Easement and may not affect its perpetual duration. Any amendment must be in writing, signed by both parties, and recorded in the official records of Pitkin County, Colorado. Any amendment must be in writing, signed by both parties, and recorded in the official records of Pitkin County, Colorado. Any amendment which results in lesser restrictions on uses prohibited or limited hereby, shall also be approved by the City. 28 Effective Date Grantor and Grantee intend that this Easement shall take effect on the date it is recorded in the records of the Clerk and Recorder of Pitkin County, Colorado, after the signatures of Grantor and Grantee have been affixed hereto, and until this Easement has been signed and recorded, it shall not be effective. TO HAVE AND TO HOLD, this Easement unto Grantee, its successors and assigns, forever. IN WITNESS WHEREOF, Grantor and Grantee, intending to legally bind themselves, have set their hands on the date first written above. SIGNATURES ON NEXT PAGES 14.37Conservation Easement Instruments 13 GRANTOR: Bar/X LLC, a Colorado Limited Liability Company _____________________________________________ By: Gary Finkel, Trustee of the Survivors Trust Under the Zoline Family 1982 Trust. STATE OF COLORADO ) ) ss. COUNTY OF Pitkin ) The foregoing instrument was acknowledged before me this ____ day of ____________, by Gary Finkel. Witness my hand and official seal. My commission expires: __________________ ___________________________ Notary Public 14.38 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission 14 GRANTEE: City of Aspen, a Colorado municipal corporation By:______________________________ Mayor ATTEST: _________________________________ Kathryn S. Koch, City Clerk APPROVED AS TO FORM: _________________________________ John Worcester, City Attorney STATE OF COLORADO ) ) ss COUNTY OF PITKIN ) The above and foregoing document was acknowledged before me this __________ day of ____________________, 2004, by _____________________________________ as Mayor and Kathryn S. Koch as City Clerk of the City of Aspen, Colorado, a Colorado municipal corporation. Witness my hand and official My commission expires: _______________________. _____________________________ Notary Public N:\ZOLINE\finalplat\documents\finaldocs\MAROON creek conservation easement - final(020604).wpd 14.39Conservation Easement Instruments Exhibit A Maroon Creek Canyon Conservation Easement: Property Description A parcel of land situated in Section 2, Township 10 South, Range 85 West of the 6th Principal Meridian, County of Pitkin, State of Colorado, Said parcel of land being more particularly described as follows: Beginning at a point on the perimeter of a strip of land described in Book 166 at Page 481 of the Pitkin County Records; whence the S1/4 corner of said Section 2, a found 1954 BLM Brass Cap in place bears S.16°07'28"W. a distance of 1,479.95 feet; Thence N.03°06'15"E., a distance of 105.15 feet; Thence N.06°43'55"E., a distance of 142.68 feet; Thence N.11°57'56"E., a distance of 399.67 feet; Thence N.06°22'11"E., a distance of 14.94 feet; Thence S.80°46'24"E., a distance of 16.63 feet; Thence N.20°26'37"E., a distance of 126.80 feet; Thence N.10°24'30"W., a distance of 58.30 feet; Thence N.20°19'30"W., a distance of 108.17 feet; Thence N.26°16'00"E., a distance of 134.00 feet; Thence N.05°33'54"E., a distance of 79.26 feet; Thence N.04°20'31"W., a distance of 87.17 feet; Thence N.23°51'33"W., a distance of 227.31 feet; Thence N.21°52'37"W., a distance of 118.70 feet; Thence N.48°27'21"W., a distance of 182.29 feet; Thence N.27°53'13"W., a distance of 209.16 feet; Thence N.43°42'13"W., a distance of 611.76 feet; Thence N.45°16'05"W., a distance of 97.24 feet; Thence N.75°19'37"W., a distance of 348.69 feet; Thence N.60°10'46"W., a distance of 271.19 feet to a point on the northerly line of Government Lot 7 of said Section 2; Thence S.88°15'48"E., along the northerly line of said Government Lot 7 a distance of 431.62 feet; Thence leaving said northerly line of Government Lot 7 S.62°34'59"E., a distance of 25.61 feet; Thence S.72°20'36"E., a distance of 19.37 feet; Thence S.85°21'46"E., a distance of 15.57 feet; Thence East, a distance of 19.71 feet; Thence S.81°31'32"E., a distance of 19.93 feet; Thence S.88°59'40"E., a distance of 23.91 feet; Thence N.88°03'28"E., a distance of 24.76 feet; Thence N.81°52'00"E., a distance of 26.69 feet; Thence N.76°51'39"E., a distance of 25.84 feet; Thence N.82°33'56"E., a distance of 19.46 feet; Thence N.67°36'42"E., a distance of 6.69 feet to a point on said northerly line of Government Lot 7; Thence S.88°15'48"E., along said northerly line of Government Lot 7 a distance of 133.94 feet to a point on the West Bank of Maroon Creek as referenced in the deed recorded in said Book 166 at Page 481 of the Pitkin County Records; Thence leaving said northerly line of Government Lot 7 along said deed described above and being 25.00 feet westerly of and parallel to the West Bank of Maroon Creek the following (6) courses: 1) S.47°16'56"E., a distance of 93.51 feet; 2) S.40°44'00"E., a distance of 99.92 feet; 3) S.43°12'00"E., a distance of 75.48 feet; 4) S.26°40'59"E., a distance of 51.42 feet; 5) S.29°29'19"E., a distance of 82.66 feet; 6) S.44°11'50"E., a distance of 78.16 feet; Thence leaving said line 25.00 feet westerly of and parallel to the West Bank of Maroon Creek, S.54°54'23"W., a distance of 89.74 feet; Thence S.32°41'22"E., a distance of 154.84 feet; Thence N.58°15'43"E., a distance of 59.96 feet to a point on said line 25.00 feet westerly of and parallel to the West Bank of Maroon Creek and being further described in the deed recorded in Book 166 at Page 481 of the Pitkin County Records; Thence along said line the following fifty (50) courses: 1) S.00°46'52"W., a distance of 118.50 feet; 2) S.24°51'14"E., a distance of 92.53 feet; 3) S.07°32'08"E., a distance of 36.99 feet; 4) S.52°15'52"E., a distance of 34.18 feet; 5) S.11°19'08"E., a distance of 79.45 feet; 6) S.40°07'51"E., a distance of 160.49 feet; 7) N.82°30'12"E., a distance of 92.23 feet; 8) N.66°41'51"E., a distance of 24.39 feet; 9) S.12°48'00"E., a distance of 170.52 feet; 14.40 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission 10) S.06°11'13"W., a distance of 83.10 feet; 11) S.07°05'08"E., a distance of 34.83 feet; 12) S.00°01'32"W., a distance of 45.24 feet; 13) S.18°54'49"E., a distance of 72.69 feet; 14) S.10°58'43"E., a distance of 75.11 feet; 15) S.13°40'31"W., a distance of 47.18 feet; 16) S.04°17'31"E., a distance of 66.15 feet; 17) S.08°20'24"E., a distance of 136.42 feet; 18) S.04°29'56"W., a distance of 65.63 feet; 19) S.05°54'39"E., a distance of 34.46 feet; 20) S.20°50'18"W., a distance of 88.41 feet; 21) S.02°09'35"W., a distance of 28.08 feet; 22) S.53°23'59"W., a distance of 34.41 feet; 23) S.12°35'25"W., a distance of 60.60 feet; 24) S.15°11'24"W., a distance of 30.24 feet; 25) S.14°51'24"E., a distance of 30.10 feet; 26) S.30°36'56"E., a distance of 49.45 feet; 27) S.33°44'33"E., a distance of 31.40 feet; 28) S.25°57'56"E., a distance of 65.95 feet; 29) S.15°52'18"E., a distance of 72.55 feet; 30) S.07°20'49"W., a distance of 27.44 feet; 31) S.45°10'43"W., a distance of 20.69 feet; 32) S.32°45'51"W., a distance of 51.58 feet; 33) S.02°19'30"E., a distance of 36.47 feet; 34) S.08°50'53"W., a distance of 19.54 feet; 35) S.08°15'44"E., a distance of 25.11 feet; 36) S.13°20'02"E., a distance of 27.03 feet; 37) S.31°23'52"E., a distance of 113.34 feet; 38) S.00°17'56"E., a distance of 19.09 feet; 39) S.14°06'53"W., a distance of 60.96 feet; 40) S.11°55'16"E., a distance of 57.16 feet; 41) S.08°07'37"W., a distance of 5.56 feet; 42) N.39°20'13"W., a distance of 21.47 feet; 43) N.86°08'02"W., a distance of 47.08 feet; 44) S.53°19'46"W., a distance of 28.16 feet; 45) S.76°07'57"W., a distance of 36.92 feet; 46) S.12°43'14"W., a distance of 40.76 feet; 47) S.32°41'52"W., a distance of 99.52 feet; 48) S.01°29'59"E., a distance of 44.65 feet; 49) 233.57 feet along the arc of a non-tangent curve to the left having a radius of 400.00 feet and a central angle of 33°27'25" (chord bears S.03°31'23"E. 230.27 feet); 50) S.20°15'05"E., a distance of 63.49 feet to a point on the northerly line of a parcel of land recorded in Book 228 at Page 590 of the Pitkin County Records; Thence leaving said line 25.00 feet westerly of and parallel to the West Bank of Maroon Creek N.89°07'44"W., along the northerly line of said parcel of land recorded in Book 228 at Page 590 a distance of 156.24 feet; Thence leaving said northerly line of a parcel of land recorded in Book 228 at Page 590, along the perimeter of said strip of land described in Book 166 at Page 481 the following three (3) courses: 1) N.05°18'15"E.a distance of 234.07 feet; 2) N.06°23'45"W., a distance of 252.08 feet; 3) N.07°28'45"W., a distance of 80.92 feet to the POINT OF BEGINNING. Said parcel of land containing 628,304 square feet or 14.424 acres, more or less. 14.43Conservation Easement Instruments 17 EXHIBIT C Bar/X Ranch: Documentation of Present Conditions prepared by Land Stewardship Consulting, Inc. of Boulder, Colorado, November 2003 See Section 15 of Submission 14.44 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission This page intentionally left blank 14.45Conservation Easement Instruments Appendices Appendix A: Pitkin County Ordinance OR-30, April 13, 1987 ..............................................14.47 Appendix B: Conservation Easement #1, November 18, 1986 .......................................14.49 Appendix C: Conservation Easement #2, November 18, 1986 ........................................14.53 Appendix D: Conservation Easement #3, August 10, 1987 ..............................................14.57 Appendix E: Conservation Easement #4, August 10, 1987 ..............................................14.60 14.46 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission This page intentionally left blank 14.47Conservation Easement Instruments Appendix A 14.48 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission 14.49Conservation Easement Instruments Appendix B 14.50 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission 14.51Conservation Easement Instruments 14.52 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission 14.53Conservation Easement Instruments Appendix C 14.54 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission 14.55Conservation Easement Instruments 14.56 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission 14.57Conservation Easement Instruments Appendix D 14.58 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission 14.59Conservation Easement Instruments 14.60 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission Appendix D 14.61Conservation Easement Instruments 14.62 Bar Slash X Ranch LLC - Annexation and Stage Road PUD/Subdivision: Final Submission