HomeMy WebLinkAbout2025-30 A Resolution Approving a Deed of Conservation Easement between the Town of Vail and the Eagle Valley Land TrustRESOLUTION NO.30
Series of 2025
A RESOLUTION APPROVING A DEED OF CONSERVATION EASEMENT BETWEEN
THE TOWN OF VAIL AND THE EAGLE VALLEY LAND TRUST
WHEREAS, the Town is the record title owner of a total of 146.872 acres of land in the
East Vail area of Vail which the Town desires to preserve as protected natural habitat for
bighorn sheep and scenic open space; and
WHEREAS, the Town wishes to grant to the Eagle Valley Land Trust a Deed of
Conservation Easement, in the form attached hereto as Exhibit A and incorporated
herein by this reference (the "Deed"), to accomplish the purposes stated above.
NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF VAIL, COLORADO THAT:
Section 1. The Town Council hereby approves the grant of the Deed in substantially
the same form as attached hereto as Exhibit A, and in a form approved by the Town
Attorney, and authorizes the Town Manager to execute the D e e d on behalf of the Town.
Section 2. This Resolution shall take effect immediately upon its passage.
INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town
Council of the Town of Vail held this 1st day of July 2025.
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ATTEST:
Steph nie Kauffman, Town Clerk
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After recording, please return to:
Eagle Valley Land Trust
Attn: Jessica Foulis
P.O. Box 3016
Edwards, CO 81632
DEED OF CONSERVATION EASEMENT
THIS DEED OF CONSERVATION EASEMENT ("Deed") is granted on this day
of , 2025, by the Town of Vail, a Colorado home rule municipality ("Grantor"),
whose address is 75 Frontage Road, Vail CO 81657, to EAGLE VALLEY LAND TRUST, a
Colorado non-profit corporation ("Grantee"), whose address is 33601 US Highway 6,
Edwards, CO 81632. (Grantor and Grantee are each referred to as a "Party" and
collectively referred to as the "Parties".)
RECITALS:
1. Description of Property. Grantor is the sole owner in fee simple of approximately
146.872 acres of real property located in Eagle County, Colorado, more particularly
described in Exhibit A and depicted in Exhibit B, both attached hereto and made a part
hereof (the "Property").
2. Qualified Organization. Grantee is a "qualified organization," as defined in I.R.C.
§170(h) and a charitable organization as required under C.R.S. § 38-30.5-104(2). Grantee
is certified by the State of Colorado's Division of Real Estate to hold conservation
easements for which a state tax credit is claimed. Grantee is also accredited by the Land
Trust Accreditation Commission, a national accreditation program sponsored by the Land
Trust Alliance. Grantee's primary purpose is to preserve and protect the natural, scenic,
agricultural, historical, and open space resources by assisting landowners who wish to
protect their land in perpetuity to preserve and conserve natural areas, environmentally
significant land, and working landscapes for ecological, scenic, aesthetic, scientific,
charitable and educational purposes.
3. Conservation Purposes. According to I.R.C. § 170(h)(4)(A) and Treas. Regs.
§ 1.170A-14(d), the conservation purposes of a qualified conservation contribution must
include one or more of the following: (1) to preserve land for outdoor recreation by or
education of the general public; (2) to protect relatively natural habitat of fish, wildlife or
plants; (3) to preserve open space; and (4) to preserve historically important land or
structures.
The conservation purposes of the conservation easement conveyed by this Deed are set
forth below in this Recital C and are collectively referred to hereafter in this Deed as the
"Conservation Values."
A. Relatively Natural Habitat: The Property encompasses the characteristics of
relatively natural habitat delineated at Treas. Reg. § 1.170A-14(d)(3). The habitat on
the Property features significant relatively natural habitat, consisting of intact and
high -quality examples of montane aspen woodlands and forests and mixed
mountain shrublands, across rolling to steep mountain terrain with significant ledge
rock and rock outcrops. These landcover types and features provide forage, cover,
breeding grounds, production areas, and migration corridors for many species of
wildlife, including seventeen Species of Greatest Conservation Need identified by
Colorado's State Wildlife Action Plan. Among these are the Gore -Eagles Nest herd
of Rocky Mountain bighorn sheep, one of Colorado's only remaining native (non -
reintroduced) bighorn sheep herds, for which the Property provides critical winter
range and a production (lambing) area. The Property also supports elk (summer
and winter range), mule deer (summer range), moose (summer range), black bear
(summer concentration areas), and mountain lion (overall range), as well as a
diversity of migratory songbirds, raptors, and small mammals. The Property's
adjacency to the White River National Forest/Eagles Nest Wilderness Area
enhances its importance to habitat integrity at both the local and landscape scales.
B. Open Space: The Property qualifies as open space delineated at Treas. Reg. §
1.170A-14(d)(4) because it is being preserved for the scenic enjoyment of the
general public pursuant to clearly delineated federal, state or local governmental
conservation policies, and will yield a significant public benefit. Situated in the
picturesque Vail Valley in the Gore Range of the Rocky Mountains, the Property
contributes to the scenic character of the region and the local natural landscape in
which it lies.
1. Scenic eniovment. The Property contains a harmonious variety of
shapes and textures in its montane forests, woodlands, shrublands, and rock
outcrops across dramatic mountain terrain, and provides a degree of
openness, contrast, and variety to the overall landscape. The Property is
highly visible to the public from U.S. Interstate 70 and other public surface
roads, and from adjoining and surrounding public lands of the White River
National Forest and Eagles Nest Wilderness Area. The Property is also
visually accessible from the Pitkin Trail, a U.S. Forest Service public trail
near the east Property boundary. This trail and surrounding White River
National Forest and Eagles Nest Wilderness Area are open to and utilized by
residents of Eagle County and the State of Colorado. The policies of the
State of Colorado, Eagle County, and the Town of Vail consider preservation
of scenic open space important to the future of the region. The preservation
of the Property's scenic open space will provide a significant public benefit
because there is a strong likelihood that subdivision and development of the
Property would lead to or contribute to degradation of the scenic and natural
character of the area and a diminishment of locally important and productive
wildlife habitat.
2. Clearly Delineated Government Conservation Policv. Protection of the
Property furthers the specific objectives of those clearly delineated
government conservation policies set forth in Recitals 4 and 5 below.
3. Sianificant public benefit. Preservation of the Property will continue to
provide an opportunity for the general public to appreciate its scenic values.
A perpetual conservation easement on the Property will ensure the Property
continues to provide wildlife habitat at the local and landscape scales, and for
the general public to appreciate its scenic values. The Property is adjacent to
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the White River National Forest public lands which creates contiguous
habitat and scenic buffer zones.
It should also be noted that the terms of the Easement (defined below) do not
permit any degree of intrusion or future development that would interfere with the
essential scenic quality of the Property.
These Conservation Values are of great importance to Grantor, Grantee, the residents of
Eagle County, the Town of Vail, and the State of Colorado.
4. State Policy Concerning Conservation Easements. C.R.S. § 33-1-101,
provides in relevant part that "it is the policy of the state of Colorado that the wildlife and
their environment are to be protected, preserved, enhanced, and managed for the use,
benefit, and enjoyment of the people of this state and its visitors." C.R.S. § 33-10-101
provides "It is the policy of the state of Colorado that the natural, scenic, scientific, and
outdoor recreation areas of this state are to be protected, preserved, enhanced, and
managed for the use, benefit, and enjoyment of the people of this state and visitors of this
state." C.R.S. § 35-3.5-101 states in part that "it is the declared policy of the state of
Colorado to conserve, protect, and encourage the development and improvement of its
agricultural land for the production of food and other agricultural products." C.R.S. § 38-
30.5-102 provides for the creation of conservation easements to maintain land "in a
natural, scenic, or open condition, or for wildlife habitat, or for agricultural, horticultural,
wetlands, recreational, forest or other use or condition consistent with the protection of
open land, environmental quality or life sustaining ecological diversity ..." The Colorado
Department of Transportation statutes (C.R.S. § 43-1-401, et seq.) provide that the
"preservation and enhancement of the natural and scenic beauty of this state" are of
substantial state interest.
5. Other Supporting Government Policy. Eagle County has the following goals,
policies, and agreements that support the protection of the Property:
A. Grantor, a public entity, confirms public support of the project by its
donation of the easement, and has entered into an Intergovernmental
Agreement with Eagle County, via Resolution No. 14, Series of 2025; a
Resolution approving an intergovernmental agreement between Eagle
County and Grantor for preservation of the East Vail Bighorn Sheep
Habitat Property. Pursuant to this agreement, the Eagle County
Commissioners have approved, dedicated and transferred a total of
$5,000,000 toward Grantor's preservation of the Property and securing
this Deed.
B. Eagle County Resolution No. 02-123 provides for the creation of an open
space mill levy for the purpose of acquiring, maintaining, or permanently
preserving open space to preserve wildlife habitat, protect working farms
and ranches, conserve scenic landscapes and vistas, protect wetlands
and floodplains, or provide public access points to rivers and streams.
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C. Eagle County Resolution No. 2016-064 establishes that it is the policy of
Eagle County to be dedicated to preserving wildlife habitat, protecting
working farms and ranches, conserving scenic landscapes and vistas,
and protecting wetlands and floodplains within and throughout Eagle
County.
D. Eagle County Comprehensive Plan effective as of January 18, 2006,
states that: "A variety of approaches should be utilized to preserve land
as open space" including conservation easements.
E. The establishment of a conservation easement on the Property is also
consistent with the following goals of the Eagle County Comprehensive
Plan:
i. The impacts of development in Eagle County are carefully
monitored, and future development occurs in a manner that
preserves a high quality of life, a diverse and sustainable
economy, the area's scenic beauty, a healthy natural
environment and a vibrant, well -designed community (3.2).
ii. Eagle County's infrastructure and community services support
all present and future community needs and encourage efficient travel,
healthy lifestyles, a stable economy and the preservation of
environmental quality (3.5).
iii. Preserve and/or enhance the quality of wildlife habitat,
and the vitality of wildlife populations in Eagle County (3.7).
iv. Development in Eagle County avoids or fully mitigates
impacts to sensitive lands. Open space is preserved to the
greatest degree possible, and scenic quality and cultural
resources are protected (3.8).
F. The establishment of a conservation easement on the Property is
consistent with policies and strategies set forth in the Eagle County
Comprehensive Plan, including the following:
i. Agricultural land uses should be retained to preserve
Eagle County's historical heritage and scenic quality for the
benefit of future generations (3.3.5.j).
ii. The integrity, quality and interconnected nature of critical
wildlife habitat in Eagle County should be preserved (3.7.2.a).
iii. The well-being of wildlife species of economic
importance should be actively monitored and protected
(3.7.2.b).
iv. The well-being of wildlife species of less economic
importance and those on the rare and endangered species list
should be actively monitored and protected (3.7.2.c).
V. Development in areas critical to the continued well-being
of Eagle County's wildlife populations should not be allowed
(3.7.3.d).
vi. Development and development patterns should preserve
landscapes that include visual, historic, and archeological value
(3.8.3.c).
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vii. A variety of approaches should be utilized to preserve
land as open space (3.8.4.e).
viii. Open space should be able to serve different needs in
different applications (3.8.4.f).
6. Baseline Documentation Report. Pursuant to Treas. Reg. § 1.170A-14(g)(5) and
in order to document the condition of the Property as of the Effective Date, a report has
been prepared by Rare Earth Science LLC and dated 16 July, 2025 (the "Baseline
Report"). The Baseline Report contains a natural resources inventory and also
documents the Conservation Values and the characteristics, current use, and status of
improvements on and development of the Property. The Baseline Report is acknowledged
by Grantor and Grantee as an accurate representation of the Property at the time of the
transfer. The Baseline Report has been provided to both Parties and will be used by
Grantee to assure that any future changes in the use of the Property will be consistent with
the terms of this Easement. However, the Baseline Report is not intended to preclude the
use of other evidence to establish the condition of the Property as of the Effective Date.
NOW, THEREFORE, in consideration of the recitals set forth above, incorporated
herein by this reference, and the mutual covenants, terms, conditions, and restrictions
contained herein, and pursuant to the laws of the State of Colorado, Grantor voluntarily
grants and conveys to Grantee and Grantee voluntarily accepts, a perpetual conservation
easement in gross ("Easement"), an immediately vested interest in real property defined
by C.R.S. §§ 38-30.5-101, et seq., and of the nature and character described in this Deed,
for the purpose of preserving and protecting the Conservation Values in perpetuity.
1. Purpose. The purpose of this Easement is to ensure that Grantor preserve
and protect in perpetuity the Conservation Values as they exist upon the Effective Date
(defined below) and as they may evolve in the future, in accordance with I.R.C. § 170(h),
Treas. Reg. § 1.170A-14, and C.R.S. § 38-30.5-101, et seq. ("Purpose"). To effectuate
the Purpose, the Parties agree: (i) to permit those uses of the Property that are expressly
permitted by the Easement, subject to any limitations or restrictions stated herein; and (ii)
to prevent any use of the Property that is expressly prohibited by the Easement. No use
shall be made of the Property and no activity thereon shall be permitted which is or is likely
to become inconsistent with the Purpose. Grantor and Grantee acknowledge that, in view
of the perpetual nature of the Easement, they are unable to foresee all potential future land
uses, future technologies and future evolution of the land and other natural resources, and
other future occurrences affecting the Purpose or the Property. Grantee, in its sole
discretion, shall have the right to determine whether uses or improvements not
contemplated by or addressed in the Easement are consistent with the Purpose. Nothing
in the Easement is intended to compel a specific use of the Property, such as agriculture,
other than the preservation and protection of the Conservation Values.
2. Rights of Grantee. To accomplish the Purpose of this Easement, this Deed
conveys the following rights to Grantee:
A. To preserve and protect the Conservation Values in perpetuity;
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B. To enter upon the Property at reasonable times to monitor Grantor's
compliance with and otherwise enforce the terms of this Easement; provided that,
prior to such entry, Grantee shall first provide reasonable notice to Grantor, and
Grantee shall not unreasonably interfere with Grantor's use of the Property;
C. To prevent any activity on or use of the Property that is inconsistent
with the Purpose or the express terms of this Easement and, except as limited by
Section 7, Grantee may require the restoration of such areas or features of the
Property that are damaged by an inconsistent activity or use;
D. To enforce the terms and provisions of this Easement;
E. All Development Rights as defined in Section 24 (Development
Rights), except as specifically reserved by Grantor herein; and
F. To place signs or small monuments made of natural materials, (rock
or wood), on the Property that identify the land as being protected by this
Easement, the size, number, and location of which signs are subject to Grantor's
reasonable approval.
Nothing in this Section shall preclude the right of Grantee to enforce the
preservation and protection of the Conservation Values or any other provisions of this
Easement.
3. Rights Retained by Grantor. Subject to the terms and provisions of the
Easement, Grantor reserves to Grantor, and to Grantor's personal representatives, heirs,
successors and assigns, all rights accruing from Grantor's 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 expressly permitted by the Easement, subject to any limitations or
restrictions stated herein, and those uses of the Property that are consistent with the
Purpose. Grantor may not, however, exercise the retained rights in a manner that is
expressly prohibited by the Easement. Grantor shall provide Grantee written notice as
described in Section 16 prior to the exercise of any rights retained by Grantor.
4. Management Plan. Grantor and Grantee will prepare and mutually agree to
a land management plan (the "Management Plan" or the "Plan"), that shall be prepared
not later than one year after the Effective Date. A copy of which will be kept on file in the
offices of Grantor and Grantee. The Property shall be operated and managed in
accordance with the Management Plan or as otherwise set forth in this Easement. Grantor
and Grantee shall review the Management Plan annually, and the Plan shall be amended
if determined necessary by either Party. If Grantor intends to undertake any activities not
expressly permitted by this Easement or addressed in a current Management Plan,
Grantor shall not undertake such activities unless and until Grantor has first prepared an
amended Management Plan. Any amendment to the Management Plan shall be reviewed
by Grantee, and shall not be effective unless and until approved by Grantee in accordance
with Sections 16 (Grantor's Notice) and 17 (Grantee's Approval).
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5. Property Improvements. Improvements existing as of the Effective Date
may be maintained, repaired and replaced in their current location. The installation,
placement or construction of any other improvement is prohibited unless expressly
permitted by this Section 5.
A. Existing Improvements. As of the Effective Date, there are no
improvements on the Property except for the existing rockfall berm depicted in the
Baseline Report.
B. Other Improvements.
i. Roads. For purposes of this Section, "Roads" shall mean any
permanent road that is graded, improved or maintained, including any
seasonal unimproved roads and two -track roads. Grantor may only maintain
Roads in the manner permitted below and only after providing notice to
Grantee in accordance with Section 16 (Grantor's Notice). Grantor shall not
maintain, construct or establish any new Roads except for those existing
Roads depicted in the Baseline Report. Grantor shall not pave or otherwise
surface any Road with impervious surfaces.
ii. Fences. Grantor may maintain, repair and replace existing
fences and construct replacement fences anywhere on the Property,
provided that the location and design of fences facilitate the movement of
wildlife across the Property and are otherwise consistent with the Purpose.
The location and design of any new fences shall be evaluated on a site -to -
site basis and is subject to Sections 16 (Grantor's Notice) and 17 (Grantee's
Approval). Grantee acknowledges that the need for any new fencing is
typically not a casual suggestion and is one that does come with a material
and maintenance cost.
iii. Earthen Berm. Grantor is in the process of constructing a
permanent earthen on the south boundary of Parcel 1, the location of which
is noted in the Baseline Documentation Report. The berm consists of fill
material (sand and soil) and will be vegetated upon completion. The purpose
of the berm is to provide a noise and visual barrier between U.S. Interstate
70 and the residential area at the west end of Bald Mountain Road (Vail
Village 13t" Filing). The limits of disturbance of this earthen berm and its
construction will be completed according to the Intergovernmental
Agreement between the Town of Vail and the Colorado Department of
Transportation (Exhibit C). Grantor shall provide notice to the Grantee in
accordance with Section 16 (Grantor's Notice) that shall mark the
completion of earthen berm's construction according to the contractual terms
of the current Intergovernmental Agreement.
iv. Utility Improvements. Energy generation or transmission
infrastructure and other utility improvements including but not limited to: (i)
natural gas distribution pipelines; (ii) electric power poles, transformers, and
lines; (iii) telephone and communications towers, poles, and lines; ("Utility
Improvements"), that currently exist on the Property may be repaired or
replaced or removed (Exhibit D) with an improvement of similar size and type
at their current locations on the Property without further permission from
Grantee; however, is subject to Section 16 (Grantor's Notice). Grantor shall
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not enlarge or construct any new Utility Improvements. Following the repair
or replacement of any Utility Improvements, Grantor shall promptly restore
any disturbed area to a condition consistent with the Purpose. Restoration
shall continue until conditions consistent with the Property baseline are
achieved. Any easement, right of way or other interest granted to a third
party or otherwise reserved, to be used for Utility Improvements is subject to
Section 7.0 (Easements, Rights of Way or Other Interests).
6. Resource Management. Grantor recognizes the importance of good
resource management and stewardship to preserve and protect the Conservation Values.
To accomplish the preservation and protection of the Conservation Values in perpetuity,
Grantor shall operate, manage and maintain the Property in a manner that promotes the
continued viability of the natural resources on the Property while maintaining any
permissible productive uses of the Property, subject to the provisions of Section 7.
Specifically, Grantor shall conduct the uses listed below in a manner consistent with the
Purpose as determined by Grantee pursuant to Sections 16 (Grantor's Notice) and 17
(Grantee's Approval). Grantee, in its sole discretion, shall have the right to determine
whether resource management addressed below is conducted in a manner consistent with
the Purpose.
If Grantee believes any resource management practice(s) are not consistent with the
Purpose, Grantee, in addition to all of its rights under this Deed, may request that the
Parties consult with a mutually agreed upon resource management professional. This
professional will provide written recommendations for said resource management
practice(s) and Grantor shall follow the resource management professional's reasonable
recommendations, only after Grantor and Grantee have jointly determined that said
recommendations are consistent with the Purpose. Grantor shall pay the costs for such
consultation, including any fees for the resource management professional. In the event
the Parties are unable to agree upon a resource management professional, either Party
may apply to a court having jurisdiction for the appointment of such resource management
professional. This professional will provide written recommendations for said resource
management practices consistent with the Purpose, which recommendations shall be
followed by both Parties.
A. Timber. Grantor may remove trees to control insects and disease, to
control invasive, non-native species, to prevent personal injury and property
damage, and for fire mitigation purposes including limited and localized tree and
vegetation thinning for the creation of defensible space only. No large scale
timbering operations shall be conducted on the Property.
B. Fire Mitigation. The proximity of the Property to the Wildland Urban
Interface (WUI) does mean that from time to time mitigation operations, via
mechanical or prescribed fire, maybe necessary to deploy as a means to abate
threats to person or property and maintain fire breaks to change on -the -ground fuel
load conditions, such operations can be conducted in a manner that promotes the
continued viability of the natural resources on the Property.
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C. Wildfire. In the event of a wildfire, any and all methods of
extinguishing the fire are permissible. Following a wildfire, the repair of any Property
Improvements or restoration of Resources shall be a priority. Grantor shall promptly
investigate all avenues to repair and restore any disturbed area to a condition
consistent with the Purpose. Repair and restoration shall continue until property
conditions approximating the Baseline Report are achieved.
D. Force Majeure. Grantor shall not be obligated to send any prior
notice to Grantee, and Grantee shall not be entitled to bring any action against
Grantor, with respect to any prudent, good faith activity undertaken by Grantor to
prevent, abate, or mitigate injury to the Property immediately before, during, or
immediately following fire, flood, storm, earth movement, acts of war, and similar
causes beyond the control of Grantor. Grantor will promptly inform Grantee of injury
to the Property caused by such events or actions.
E. Weed Control. Grantor has the responsibility to control noxious
weeds and invasive plant species. Grantor shall manage noxious weeds and
invasive plant species in a manner consistent with applicable federal, state and
local laws, rules and regulations, and subject to the following: (i) All control
techniques shall be consistent with the labeled instructions of the application
materials which constitute the reasonable minimum necessary to control and/or
eradicate the weeds, and which reasonably minimize impacts on the Conservation
Values of the Property; (ii) Aerial application of any control is prohibited with the
exception of aerial drones specifically designed for targeted weed control; (iii) Weed
control may be through cultural, mechanical, biological or chemical methods, as
appropriate for the target weed species. Grantee has no responsibility for the
management of noxious weeds and invasive plant species.
F. Relatively Natural Habitat. Grantor may conduct any activities to
create, maintain, restore, or enhance wildlife habitat and native biological
communities on the Property without Grantee's approval, provided that such
activities do not permanently have a material adverse effect on the Property. If
such activities do have a material adverse effect on the Conservation Values, every
effort shall be untaken by the Grantor to restore or regenerate the natural habitat
and shall continue until determined as final by the Grantee.
G. Predators. The Grantor may control predatory and problem animals
by the appropriate use of legal control techniques. Wherever possible, all measures
used for such control shall be limited in their application to specific animals which
have caused a threat to persons or property; provided, however, that if it is not
possible to identify a specific predatory or problem animal or when historic data
indicates that a sufficient threat exists, the Grantor may use appropriate preventive
control techniques in consultation with Colorado Parks and Wildlife.
H. Educational Programming. With permission from the Town, select
organizations may conduct limited educational visits for the purposes of the
demonstration of healthy habitat, wildlife, and open space program education.
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I. Minerals and Other Deposits. As of the Effective Date, Grantor owns
all the soil, sand, gravel, rock, coal, oil, gas, hydrocarbons, and other minerals (the
"Minerals") located on, under, or in the Property or otherwise associated with the
Property. This Easement expressly prohibits the mining or extraction of the
Minerals.
Water Rights. No water rights are encumbered by this Easement.
7. Restricted Practices. The following uses and practices on the Property shall
be prohibited, except as specifically provided in Paragraph 6:
A. Land and Ownership Division. Grantor shall not grant, sell,
exchange, devise, gift, transfer or otherwise convey the Property except in one
unified ownership only. The following are expressly prohibited: the legal or "de
facto" division or subdivision of the Property, which shall include, but shall not be
limited to, any subdivision, platting, testamentary division or other process by which
the Property is divided in ownership or in which legal or equitable title to different
portions of the Property are held by different owners. Grantor may not directly
divide any of the Property through the allocation of property rights among partners,
shareholders or members of any legal entity, creation of a horizontal property
regime, interval or time-share ownership, partitioning among tenants -in -common or
joint tenants, judicial partition or by any other means.
B. Surface Disturbance. Grantor shall not alter the surface of the land
in any way, including without limitation, the movement, excavation, extraction or
removal of soil, sand, gravel, rock, peat or sod, or any natural watercourse, riparian
area, or wetland, unless such alteration is associated with Property Improvements
or Resource Management uses of the Property and is consistent with the Purpose.
Grantor shall provide Grantee written notice as described in Section 16 (Grantor's
Notice) prior to commencement of any surface disturbance.
C. Retail, Commercial or Industrial Activity. Grantor shall not conduct
any retail, commercial or industrial activity on the Property.
D. Wildlife Disturbance or Harassment. Public snowmobiling or off -
road vehicle use is prohibited. Harassment of wildlife by people or domestic animals
is prohibited.
E. Non-native Species. Grantor shall not introduce any non-native plant
or animal species.
F. Signs and Billboards. Grantor shall not construct, maintain, or erect
any signs or billboards on the Property. Small signage, rocks, or other monuments
of natural material may be displayed as a naming feature or to state that the
Property is protected by a Conservation Easement.
G. Dumping. Trash, debris, ashes, sawdust, and any other non-
compostable refuse may not be dumped or otherwise disposed of on the Property.
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H. Raptor Nests. Grantor will not cut or disturb any trees or other
vegetation within 300 feet of any active raptor nest, except in accordance with
Section 6.A. Timber, and shall make every effort to conduct such activities during
the non -nesting season. For planned fire mitigation, Grantor will consult with
Colorado Parks and Wildlife and conduct a raptor survey, if necessary.
I. Hazardous Materials. The storage, dumping or other disposal of
toxic and/or hazardous materials or of non-compostable refuse on the Property is
prohibited.
J. Water Pollution. The material degradation or pollution of any surface
or sub -surface water on the Property is prohibited.
K. Agriculture. Grantor may not conduct any agricultural uses (including
the storage of agricultural equipment and supplies) on the Property.
L. Motorized Vehicles. Grantor shall not use vehicles on any part of the
Property except vehicles used only for construction, replacement or maintenance of
Property Improvements or for Resource Management purposes. Any portion of the
Property disturbed due to the use of motor vehicles shall be restored to a condition
as close to its original condition as reasonably practicable.
M. Recreation and Use. The primary purpose of this conservation
easement is for bighorn sheep, bighorn sheep habitat, and other wildlife habitat
protections. No activities shall occur on these properties that would be to the
detriment to the wildlife using these properties. This shall include impacts to their
habitat, movement, solitude, etc. General recreation, developed or dispersed, and
domestic animals, livestock or pets are prohibited. Grantor may not construct or
establish any trails on the Property. In the event of any illegal trail establishment,
Grantor shall remove trail(s) and restore vegetation. The Grantor and Grantee
recognize that a 20-foot section of the Pitkin Trail, an active U.S. Forest Service
public trail, does encroach over the eastern boundary of Parcel 4 and is noted in the
Baseline Documentation Report. This section of trail may be removed and restored
with the permission and cooperation of the U.S. Forest Service in the future.
O. Easements, Rights of Way or Other Interests. Except as allowed
under existing utility easements, or under any additional utility easements that may
be taken pursuant to an exercise of eminent domain, no new easements or rights of
way shall be constructed or allowed on the Property.
8. Responsibilities of Grantor and Grantee Not Affected. Other than as
specified herein, this Deed is not intended to impose any legal or other responsibility on
Grantee, or in any way to affect any existing obligations of Grantor as owner of the
Property. Additionally, unless otherwise specified below, nothing in this Deed shall require
Grantor to take any action to restore the condition of the Property after any Act of God or
other event over which Grantor had no control. Grantor shall continue to be solely
Page 11
responsible and Grantee shall have no obligation for the upkeep and maintenance of the
Property.
A. No Liability. To the extent permitted by applicable law, Grantee shall
not be liable for, and Grantor shall indemnify, defend, and hold Grantee and its
members, officers, directors, employees, agents, and contractors (collectively, the
"Indemnified Parties") harmless from and against, any and all injury or damages,
including reasonable attorneys' fees, occurring on, or arising from, the Property
unless due solely to the gross negligence or intentional acts of any Indemnified
Parties. Grantee shall indemnify, defend and hold Grantor and its assigns,
successors and heirs harmless from and against any and all loss, cost or expense,
including reasonable attorney's fees, arising from or in any way related to injury to
or death of any person occurring on or about or related to the Property arising out of
the Indemnified Parties' negligent or deliberate actions on the Property determined
to be the sole cause of injury or damage. Liability of Grantor, if any, shall not exceed
an amount equal to any limits set forth in the Colorado Governmental Immunity Act
now existing or as may hereafter be amended, nor confer any rights or benefits on
any person or activity not a party to this Agreement. Grantor does not waive or
intend to waive the limitations on liability which are provided to it under the Colorado
Governmental Immunity Act, C.R.S. § 24-10-101 et seq. Grantor agrees to obtain
and maintain, at all times, commercial general liability insurance consistent with the
limits set forth in the Governmental Immunity Act, naming Grantee as an additional
insured. Grantor shall provide proof of such insurance at any time requested by
Grantee.
9. Enforcement.
A. General Provisions. Grantee shall have the right to prevent and
correct or require correction of violations of the terms of this Deed. If Grantee finds
what it believes is a violation of the terms of this Easement, Grantee shall
immediately notify Grantor in writing of the nature of the alleged violation ("Notice
of Violation"). Upon receipt of the Notice of Violation, Grantor shall immediately
discontinue the activity or use that has caused the alleged violation. If after receipt
of the Notice of Violation, Grantor continues the activity or use that caused the
alleged violation or if a court with jurisdiction determines that a violation is imminent,
exists, or has occurred, Grantee may get an injunction to stop it, either temporarily
or permanently. Within thirty (30) days after Grantor's receipt of the Notice of
Violation, Grantor shall either (i) provide to Grantee a written plan for restoration
and remediation of the Property and, once approved by Grantee, restore and
remediate the Property in accordance with such approved plan ("Restoration
Plan"); or (b) provide a written explanation to Grantee the reason why the alleged
violation should be permitted. The Restoration Plan shall be approved or
disapproved by Grantee in writing within thirty (30) days after its submittal. If
Grantee fails to respond in writing within thirty (30) days after Grantor's submittal to
Grantee of a Restoration Plan, the Restoration Plan shall be deemed disapproved.
Grantor shall begin restoring the Property in accordance with the Restoration Plan
after it is approved by Grantee and diligently pursue such cure to completion in
compliance with the terms of the approved Restoration Plan. If the Restoration Plan
is disapproved or the condition described in clause (b) above occurs, both Parties
Page 12
agree to meet within thirty (30) days to resolve this difference. If the Parties are
unable to resolve the dispute at the meeting, Grantee may, at its sole discretion,
take appropriate legal action. Notwithstanding the foregoing, if Grantee determines
in its sole discretion that immediate entry is required to prevent, terminate, or
mitigate a violation of the terms of this Deed, Grantee shall use good faith efforts to
notify Grantor prior to entry but reserves the right to enter the Property without
advance notice. If such entry occurs, Grantee shall notify Grantor within a
reasonable time thereafter.
B. Costs of Enforcement. Grantor shall pay any costs incurred by
Grantee in enforcing the terms of this Easement against Grantor, including, without
limitation, costs and expenses of suit, and reasonable staff time, expenses, and
attorneys' fees, and all costs of restoration necessitated by Grantor's violation of the
terms of this Easement. If the deciding body determines that Grantor is the
prevailing party on all claims in any court action to enforce the terms of this
Easement, the Parties shall each be responsible for their own costs and attorney
fees. The foregoing two sentences are subject to the following qualification: If an
action is brought to enforce the final decision of the mediator that was agreed to by
the Parties, then the prevailing Party shall be entitled to payment from the non -
prevailing Party of its costs incurred in enforcing the terms of the final decision,
including, without limitation, its costs and expenses of suit, and attorneys' fees.
C. Grantee's Discretion. Grantee's remedies described in this Section
9 shall be cumulative and shall be in addition to all remedies now or hereafter
existing at law or in equity, including the right to recover any damages for loss of
Conservation Values as described in C.R.S. § 38-30.5-108. Enforcement of the
terms of this Easement shall be at the discretion of Grantee, and the failure of
Grantee to discover a violation or to take action shall not waive any of Grantee's
rights, claims or interests in pursuing any such action at a later date. Grantor hereby
agrees that the one-year statute of limitations provided under C.R.S. § 38-41-119
does not apply to the Easement, and Grantor waives any rights of Grantor pursuant
to such statute.
10. Transfer of Easement. Grantee shall have the right to transfer this
Easement to any public agency or private non-profit organization that, at the time of
transfer, is a "qualified organization" under I.R.C. § 170(h) and authorized to hold
conservation easements under C.R.S. §§ 38-30.5-101, et seq. and C.R.S. § 12-61-720,
and only if the agency or the organization expressly agrees to abide by the terms of this
Easement and to assume the responsibility imposed on Grantee by this Easement.
Grantee shall notify Grantor in advance of any proposed transfers. If Grantee ever ceases
to exist or no longer qualifies under federal or state law, a court with jurisdiction shall
transfer this Easement to another qualified organization having similar purposes and that
agrees to abide by the terms of this Easement and to assume the responsibility imposed
on Grantee by this Easement.
11. Condemnation. Grantor shall notify Grantee immediately of any
communication or notice received concerning any proposed taking or condemnation
affecting the Property, and Grantee shall have the right to participate in any proceedings
Page 13
as a real property interest holder. Grantee may pursue any remedies in law or in equity,
including opposition to the condemnation of the Property. If the Property or any part
thereof or interest therein is sold or conveyed to a condemning authority under threat of
condemnation or taken through condemnation or other involuntary conversion, Grantee
shall be entitled to compensation determined as provided in Section 13.
12. Termination or Extinguishment of Easement. Except as provided in
Section 11 (Condemnation), this Easement or any part hereof may only be terminated or
extinguished by judicial proceedings in a court of competent jurisdiction. The only ground
upon which this Easement can be terminated or extinguished is the total loss of all
Conservation Values. If termination or extinguishment occurs, Grantee shall be entitled to
compensation determined as provided in Section 13.
13. Compensation upon Condemnation, Termination, or Extinguishment.
A. The Parties acknowledge that an appraisal of the Property has been
completed that indicates that the fair market value of the Easement is $14,000,000,
or eighty percent (80%) of the full fair market value of the Property unrestricted by
this Easement ("Proportionate Value Percentage"), which percentage shall remain
constant and shall be applied pursuant to Treas. Reg. § 1.170A-14(g)(6)(ii).
B. If the Property is condemned, in whole or in part, as discussed in
Section 11, or if this Easement is terminated or extinguished pursuant to Section
12 (Termination or Extinguishment of Easement), Grantee shall be entitled to a
share of the proceeds of such action at least equal to the Proportionate Value
Percentage of the full fair market value of the Property unrestricted by this
Easement pursuant to Treas. Reg. § 1.170A-14(g)(6)(ii), excluding the value of any
improvements. Grantor shall not voluntarily accept proceeds equal to less than full
fair market value of the affected Property unrestricted by this Easement without the
approval of Grantee.
C. Grantee's use of its share of such proceeds shall comply with Treas.
Reg. § 1.170A-14(g)(6).
D. Grantee's remedies described in this Section shall be cumulative and
shall be in addition to any and all remedies now or hereafter existing at law or in
equity, including the right to recover any damages for loss of Conservation Values
as described in C.R.S. § 38-30.5-108.
14. Perpetual Duration. This Easement shall be a servitude running with the
land in perpetuity. The provisions of this Easement that apply 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 each 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 the Party's
entire interest in this Easement or the Property, except that liability of such transferring
Party for act or omissions occurring prior to such transfer shall survive the transfer.
Page 14
15. Change of Circumstance. The fact that any use of the Property that is
prohibited by this Easement, or any other use as determined by Grantee to be inconsistent
with the Purpose pursuant to Sections 16 (Grantor's Notice) and 17 (Grantee's Approval),
may become economically more valuable than permitted uses has been considered by
Grantor in granting this Easement. It is the intent of both Grantor and Grantee that such
circumstances shall not justify the termination or extinguishment of this Easement pursuant
to Section 12. In addition, the inability to carry on any or all of the permitted uses, or the
unprofitability of doing so, shall not impair the validity of this Easement or be considered
grounds for its termination or extinguishment pursuant to Section 12.
16. Grantor's Notice. Where Grantor's notice is required in this Deed, Grantor
shall notify Grantee in writing not less than sixty (60) calendar days prior to the date
Grantor intends to undertake the activity in question. The written notice shall describe the
proposed activity in sufficient detail (i.e. location, size, scope, design, nature) to allow
Grantee to evaluate the consistency of the proposed activity with the pertinent terms of this
Easement.
17. Grantee's Approval. For activities or uses that are expressly permitted by
the terms of the Easement only with Grantee's approval, Grantor's request for approval
shall be in writing and shall describe the nature, scope, design, location, timetable, and
any other material aspect of the proposed activity or use in sufficient detail to permit
Grantee to make an informed determination regarding approval or denial of the request. As
part of its review and determination, Grantee shall consider the proposed manner in which
the proposed activity will be conducted, whether it complies with the terms of the
Easement, and the likely impact on the Conservation Values. Grantee's approval may be
withheld if Grantee determines, in its sole discretion, that there is any risk that the activity
as proposed is inconsistent with the Purpose. If Grantee does not approve Grantor's
request, Grantee shall provide Grantor with a written explanation of such denial. Grantee's
failure to respond to such a request within sixty (60) day period shall be deemed a
constructive denial. Because a constructive denial is not a decision by Grantee based on
the merits of Grantor's request, it is not final or binding on Grantor, and Grantor can
resubmit the same or similar request to Grantee for approval. Grantor shall pay any and
all costs associated with the review and evaluation of the proposed use or activity,
including, but not limited to, staff time, supplies, legal fees, and resource specialist fees.
Grantor shall not engage in the proposed act or use until Grantor receives Grantee's
approval in writing and has paid Grantee's costs as described in this paragraph.
18. Notices. Any notice that either Party is required to give to the other in writing
shall be transmitted by (i) hand delivery, (ii) U.S. mail, (iii) overnight delivery service that
provides proof of delivery, or (iv) any other delivery service mutually agreed to by the
Parties in writing to the following addresses which addresses may change from time to
time by the Party giving written notice in the manner set forth above. Notice is effective
upon delivery, and in the instance of U.S. mail, three (3) days after mailing.
Grantor: Town of Vail
c/o Russ Forrest, Town Manager
75 S. Frontage Rd. W.
Page 15
Vail, CO 81657
Phone: 970-479-2105
e-mail: rforrest@vail.gov
Grantee: Eagle Valley Land Trust
33601 US Highway 6
Edwards, CO 81632
Phone: 970-748-7654
e-mail: exec@evlt.org
19. Liens on the Property. No provisions of this Easement should be construed
as impairing the ability of Grantor to use this Property as collateral for subsequent
borrowing. Any mortgage or lien arising from such a borrowing is subordinate to this
Deed.
20. No Merger, Abandonment, Release, or Adverse Possession. Should
Grantee in the future own all or a portion of the fee interest in the Property, Grantee as
successor in title to Grantor, shall observe and be bound by the obligations of Grantor and
the restrictions imposed on the Property by the Easement. In addition, the Easement shall
not merge with the fee title without the prior written approval of Grantor. The Easement
shall not be extinguished, in whole or in part, through the legal doctrine of merger in view
of the public interest in its enforcement. This Easement cannot be abandoned, released,
or affected by adverse possession.
21. Grantor's Representations and Warranties.
A. Grantor warrants that Grantor: (i) has good and sufficient title to the
Property, free from all liens and encumbrances securing monetary obligations
except ad valorem property taxes for the current year; (ii) has the right to grant
access to the Property to Grantee for the purposes described in this Easement and
has in fact granted said access to Grantee; and (iii) hereby promises to defend title
to the Property against all claims that may be made against it by any person
claiming by, through, or under Grantor.
B. Grantor represents and warrants that to the best of its knowledge:
No hazardous substance or toxic waste exists nor has been
generated, treated, stored, used, disposed of, deposited, or transported, in,
on, or across the Property, and that there are no underground storage tanks
located on the Property;
ii. Grantor and the Property are in compliance with all federal
state, and local laws, regulations, and requirements applicable to the
Property and its use;
iii. There is no pending or threatened litigation in any way
affecting, involving, or relating to the Property; and
Page 16
iv. No civil or criminal proceedings or investigations have been
instigated at any time or are now pending, and no notices, claims, demands,
or orders have been received, arising out of any violation or alleged violation
of, or failure to comply with, any federal, state, or local law, regulation, or
requirement applicable to the Property or its use.
22. Acceptance. Grantee hereby accepts without reservation the rights and
responsibilities conveyed by this Deed for which no goods or services were exchanged or
provided.
23. General Provisions:
A. Severability. If any provision of this Deed, or the application thereof
to any person or circumstance, is found to be invalid, the remainder of the
provisions of this Deed, or the application of such provision to persons or
circumstances other than those as to which it is found to be invalid, as the case may
be, shall not be affected thereby.
B. Captions and Recitals. 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. The Recitals are not
mere surplusage, are an integral part of the Deed, and are incorporated within the
body of the Deed.
C. Waiver of Defenses. Grantor hereby waives any defense of laches,
estoppel or prescription and acknowledges and agrees that the one-year statute of
limitation provided under C.R.S. § 38-41-119 does not apply to this Deed, and
Grantor waives any rights of Grantor pursuant to such statute.
D. Controlling Law and Liberal Construction. The provisions of the
Easement and this Deed are subject to the laws of the United States and the State
of Colorado as amended (or any successor provision then applicable), and the
applicable regulations promulgated thereunder. Any general rule of construction to
the contrary notwithstanding, the Easement shall be broadly construed in favor of
the Easement to effectuate the Purpose to preserve and protect the Conservation
Values as they exist in the Effective Date and as they may evolve in the future.
Nothing permitted by the Easement or approved by Grantee in accordance with the
Easement constitutes approval by any government or regulatory agency for
construction, development or land use; nor does any permit or approval granted by
a government or regulatory agency override the terms of the Easement. Grantor
retains responsibility for obtaining and complying with all necessary permits and
applicable laws before engaging in uses or activities permitted under the Deed.
E. Counterparts. The Parties may execute this instrument in two or
more counterparts which shall, in the aggregate, be signed by all Parties; each
counterpart shall be deemed an original instrument as against any Party who has
signed it; all counterparts, when taken together, shall constitute this instrument.
Page 17
F. Amendment. If circumstances arise under which an amendment to or
modification of this Deed or any of its exhibits would be appropriate, Grantor and
Grantee may jointly amend this Deed so long as the amendment: (i) is consistent
with the Purpose, and comply with § 170(h) of the Internal Revenue Code and any
regulations promulgated thereunder; (ii) does not affect the perpetual duration of the
restrictions contained in this Deed; (iii) does not confer a private benefit to Grantor
or any other individual greater than the benefit to the general public (see Treas.
Reg. § 1.170A 14(h)(3)) as determined by an appraisal prepared by an appraiser
chosen by Grantee; (iv) does not result in private inurement for a board member,
staff or contract employee of Grantee; (v) does not affect the qualifications of this
Deed under any applicable laws; and (vi) complies with Grantee's procedures and
standards for amendments (as such procedures and standards may be amended
from time to time). Grantee shall have the right to charge a fee to Grantor for costs,
including staff and consultant time and attorney's fees, associated with any
amendment. Any amendment must be in writing, signed by both Parties, and
recorded in the official records of Eagle County, Colorado. Amendment of the Deed
shall not affect the Deed's priority against any intervening liens, mortgages,
easements, or other encumbrances; however, in order to preserve the Deed's
priority, Grantee may require Grantor obtain subordinations of any liens, mortgages,
easements, or other encumbrances. Nothing in this Section 23Y shall be construed
as requiring Grantee to agree to any particular proposed amendment.
G. Entire Agreement. This Deed sets forth the entire agreement of the
Parties with respect to the terms of this Easement and supersedes all prior
discussions, negotiations, understandings, or agreements relating to the terms of
this Easement, all of which are merged herein.
24. Development Rights. For purposes of this Deed, "Development Rights" are
defined as all present or future rights to (i) construct, place, replace, enlarge, maintain or
repair any improvements on the Property; or (ii) receive credit for density for development
on or off the Property. By this Deed, Grantor conveys to Grantee all Development Rights
associated with the Property.
25. Recording. Grantor shall record this Deed in timely fashion in the official real
property records of Eagle County, Colorado, and Grantee may re-record it at any time as
may be required to preserve its rights in this Easement.
26. No Third Party Enforcement. This Deed is entered into by and between
Grantor and Grantee and does not create rights or responsibilities for the enforcement of
the terms of this Deed in any third parties except as expressly reserved herein.
27. Environmental Attributes. Grantor hereby reserves all Environmental
Attributes associated with the Property. "Environmental Attributes" shall mean any and all
tax or other credits, benefits, renewable energy certificates, emissions reductions, offsets,
and allowances (including but not limited to water, riparian, greenhouse gas, beneficial
use, and renewable energy), generated from or attributable to the conservation,
preservation and management of the Property in accordance with this Easement. Nothing
Page 18
in this Section 27 shall modify the restrictions imposed by this Easement or otherwise
impair the preservation and protection of the Conservation Values.
28. Tax Benefits. Grantor acknowledges that Grantor is responsible for
obtaining legal and accounting counsel to advise Grantor regarding the applicability of
federal or state tax benefits that might arise from the donation of the Easement. Grantee
makes no representation or warranty that Grantor will receive tax benefits for the donation
of the Easement.
29. Authority to Execute. Each Party represents to the other that such Party
has full power and authority to execute and deliver this Deed, and perform its obligations
under this Easement, that the individual executing this Deed on behalf of said Party is fully
empowered and authorized to do so, and that this Deed constitutes a valid and legally
binding obligation of said Party enforceable against said Party in accordance with its
terms.
30. Mediation of Disputes. If Grantee or Grantor has an enforcement dispute
as set forth in Section 9, or if Grantee denies a request by Grantor for approval pursuant
to Section 17, Grantor may appeal Grantee's decision by requesting mediation with
Grantee in a written notice to Grantee. Within ten (10) working days of the receipt of such
request, the Parties shall select a single, trained, and impartial mediator with experience in
conservation easements and other land preservation tools. Mediation shall then proceed
in accordance with the following guidelines:
A. Purpose. The purpose of the mediation is to: (i) promote discussion
between the Parties; (ii) assist the Parties to develop and exchange pertinent
information concerning the issues in dispute; and (iii) assist the Parties to develop
proposals which will enable them to arrive at a mutually acceptable resolution of the
controversy. The mediation is not intended to result in any express or de facto
modification or amendment of the terms, conditions, or restrictions of this
Easement.
B. Participation. The Parties agree that they will participate in the
mediation process in good faith and expeditiously, attending all sessions scheduled
by the mediator. Representatives of the Parties with settlement authority will attend
mediation sessions as required by the mediator.
C. Confidentiality. All information presented to the mediator shall be
deemed confidential and shall be disclosed by the mediator only with the consent of
the Parties or their respective counsel. The mediator shall not be subject to
subpoena by any Party. No statements made or documents prepared for mediation
sessions shall be disclosed in any subsequent proceedings or construed as an
admission of a Party in accordance with Colorado Rules of Evidence, Rule 408.
D. Time Period. Neither Party shall be obligated to continue the
mediation process beyond a period of sixty (60) days from the date of receipt of the
initial request or if the mediator concludes that there is no reasonable likelihood that
continuing mediation will result in a mutually agreeable resolution of the dispute.
Page 19
E. Costs of Mediation. Grantor shall pay all of Grantee's expenses
associated with the mediation, including attorneys' fees and consultant fees, except
that Grantor and Grantee shall share the cost of the mediator.
31. Annual Appropriation. To the extent that any financial obligation set forth in
this Deed is subject to the multiple fiscal year obligations as set forth in Article 10 of the
Colorado Constitution or C.R.S. § 29-1-110, such obligation may be subject to annual
appropriation by Grantor. The foregoing is not an agreement or an acknowledgement by
either Grantor or Grantee that any financial obligation which could arise pursuant to this
Deed would be subject to the requirement that funds for such financial obligation must be
appropriated by Grantor. Nothing in this Deed shall be deemed to be a waiver of any
rights that Grantee may have pursuant to C.R.S. § 30-25-104. Nothing in this Section 31
shall prevent Grantee from enforcing this Deed in accordance with its terms, despite a
failure by Grantor to appropriate funds.
32. Effective Date. The "Effective Date" of this Deed shall be the date of its
recording in the Eagle County Clerk and Recorder's Office following execution by both
parties.
33. Governmental Immunity. Grantor and its officers, attorneys and
employees, are relying on, and do not waive or intend to waive by any provision of this
Deed, the monetary limitations or any other rights, immunities, and protections provided by
the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as amended, or
otherwise available to Grantor and its officers, attorneys or employees.
TO HAVE AND TO HOLD, this Deed of Conservation Easement unto Grantee, its
successors and assigns, forever.
SIGNATURE PAGES TO FOLLOW.
Page 20
IN WITNESS WHEREOF, Grantor and Grantee, intending to legally bind
themselves, have set their hands on the date first written above.
ATTEST:
Stephanie Kauffman, Town Clerk
GRANTOR:
TOWN OF VAIL, COLORADO
Russell Forrest, Town Manager
Page 21
GRANTEE:
EAGLE VALLEY LAND TRUST,
a Colorado nonprofit corporation
Jessica Foulis, Executive Director
STATE OF COLORADO )
) ss.
COUNTY OF EAGLE )
The foregoing instrument was acknowledged before me this day of July,
2025, by Jessica Foulis as Executive Director of Eagle Valley Land Trust, a Colorado non-
profit corporation.
Witness my hand and official seal.
My commission expires:
Notary Public
Page 22
EXHIBIT A
Legal Description of the Property
EAST VAIL WORKFORCE HOUSING SUBDIVISION Lot: 1 (5.39 acres);
EAST VAIL WORKFORCE HOUSING SUBDIVISION Tract: A (17.91 acres);
VAIL VILLAGE FILING 13 TRACT C; (93.35 acres); and
VAIL VILLAGE FILING 12 TRACT A (30.21 acres)
Page 23
A
d
Q
O
L
a
O
Q
M
2
Legend
® Property Parcels
Interstate
Stream
1/28/2024 1:14,000
Label
Legal Description
Parcel 1
Vail Village Filing 13 Tract C
Parcel 2
Vail Village Filing 12 Tract A
Parcel 3
East Vail Workforce Housing Subdivision Lot 1,
Parcel 4
East Vail Workforce Housing Subdivision Tract A
Miles
PARCEL 2
0.5
PARCEL 1
I=70r IN
Gore Creek
A
PARCEL 3 PARCEL 4
EXHIBIT C
Page 25
EXHIBIT D
Page 26