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HomeMy WebLinkAbout1994-066-04/19/1994-LIVESTOCK GRAZING LEASE MEADOW SPRINGS RANCH NATURAL FORT GRAZING LTD r RESOLUTION 94-66 OF THE COUNCIL OF THE CITY OF FORT COLLINS AUTHORIZING AN EIGHT-MONTH LIVESTOCK GRAZING LEASE FOR THE MEADOW SPRINGS RANCH TO NATURAL FORT GRAZING, LTD. WHEREAS, the City of Fort Collins ("the City"), is the owner of that certain real property commonly known as the Meadow Springs Ranch ("the Property") ; and WHEREAS, Natural Fort Grazing, Ltd. ("NFG") owns a first right of refusal to lease the property from the City for livestock grazing purposes; and WHEREAS, NFG is currently leasing the Property from the City for livestock under a two-year lease, which expires on May 1, 1994; and WHEREAS, City staff and NFG have negotiated a new Grazing Lease Agreement, a copy of which is attached hereto as Exhibit "A" and incorporated herein by reference ("the Lease") ; and WHEREAS, the term of the Lease is for eight months from May 1, 1994, to December 31, 1994; and WHEREAS, Section 23-114 of the Code of the City of Fort Collins authorizes the City Council to lease, for a definite term of two years or less, any and all interests in real property owned in the name of the City, provided the City Council first finds, by resolution, that the lease is in the best interests of the City. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FORT COLLINS as follows: Section 1. That the lease of the Property to NFG for livestock grazing purposes is in the best interests of the City. Section 2. That the Lease and its terms are hereby approved. Section 3. That the Mayor be, and hereby is, authorized to execute the Lease and any and all other legal instruments as are necessary for the City to lease the Property to NFG for livestock grazing purposes. Passed and adopted at a regular meeting of the Council of the City of Fort Collins held this 19th day of April , A.D. 1994. ATTEST: yor 1 City Clerk � Exhibit A GRAZING LEASE AGREEMENT , THIS LEASE AGREEMENT, made and entered into this day of , 1994 , by and between THE CITY OF FORT COLLINS, COLORADO, a municipal corporation (hereinafter referred to as "the Lessor") , and NATURAL FORT GRAZING, LTD. , a Colorado corporation, (hereinafter referred to as "the Lessee") . W I T N E S S E T H WHEREAS, the Lessor is the owner of that certain real property, together with any improvements located thereon, situated in the County of Larimer and County of Weld, State of Colorado, consisting of approximately 25, 680 acres of land, commonly known as the Meadow Springs Ranch, the legal description of which is set forth in Exhibit "A" attached hereto and incorporated herein by reference (hereinafter referred to as "the Property") ; and WHEREAS, the Lessor currently leases from the Platte River Power Authority approximately 136 acres of land, together with any improvements located thereon, which land is situated in the County of Larimer, State of Colorado, the legal description of which is set forth on Exhibit "B" attached hereto and incorporated herein by reference (hereinafter referred to as "the PRPA Property") ; and WHEREAS, the Property and the PRPA Property shall be hereinafter referred to collectively as "the Leased Premises" ; and WHEREAS, the Lessor desires to lease the Leased Premises to the Lessee for livestock grazing purposes only, and the Lessee desires to lease the Leased Premises from the Lessor for livestock grazing purposes only. NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties do hereby covenant, promise, and agree to and with each other as follows: Article I. Lease of the Leased Premises 1. 1 The Lessor does hereby lease, demise, and let unto the Lessee, and the Lessee does hereby hire and take from the Lessor the Property. 1. 2 The lease of the Property to the Lessee as provided in paragraph 1. 1 above, shall include all the improvements located upon the Property including, but not limited to, the ranch headquarters facilities. However, the Lessee shall be entitled to occupy and use the ranch headquarters facilities only so long as an employee of the Lessee resides in the ranch headquarters residence. This employee shall be responsible for generally providing security and surveillance of the Property to prevent persons from trespassing upon it. If the employee encounters or observes trespassers upon the Property, the employee shall notify the Larimer County or the Weld County Sheriff's Department and notify the Lessor. 1. 3 The Lessor does hereby sublease unto the Lessee, and the Lessee does hereby sublet from the Lessor the PRPA Property. Article II . Term. 2 . 1 The term of this Lease shall be for a period of eight (8) months, commencing as of 12 noon on the 1st day of May, 1994 , and continuing until 12 noon on the 31st day of December, 1994 , unless sooner terminated by operation of law or as otherwise provided in this Lease Agreement. 2 . 2 This Lease Agreement shall not be recorded; but, at the request of the Lessee, the Lessor and the Lessee shall execute a memorandum of lease for recording, containing the names of the parties, the legal description of the Leased Premises, the term of the Lease and such other information as the parties shall mutually agree upon. Article III . Rent. 3 . 1 Except as otherwise provided in this Lease, the Lessee shall pay to the Lessor, during the term of this Lease, an annual aggregate rental in the total amount of Seventy-two Thousand Six Hundred Dollars ($72 , 600. 00) . The amount of such rent shall be calculated based upon the formula of Eleven Dollars ($11. 00) per month for each animal unit grazed upon the Leased Premises for a minimum. total of Six Thousand Six Hundred (6, 600) animal unit months per year. For purposes of this Lease, an animal unit shall be defined as follows: 1. A cow and unweaned calf pair shall constitute one animal unit. 2 . A mature bull shall constitute 1. 5 animal units. A 1, 300-pound yearling shall constitute one animal unit but if the yearling weighs less than 1, 000 pounds, then the animal unit value assigned to that yearling shall be based upon the percentage that the yearling's weight is to a 1, 000-pounds weight. (For example, if the yearling weighs 600 pounds, then it shall constitute a . 6 animal unit) . The weights for yearlings shall be confirmed by certified scale receipts at the time of delivery of the animal upon the Leased Premises, or by any technique mutually agreeable to the Lessor and the Lessee. 2 of 20 - 4 . A horse shall constitute 1. 5 animal units. 5. Five (5) sheep shall constitute one animal unit. 3 . 2 The annual aggregate rental for the term of this Lease shall be payable, without demand or notice, as follows: (1) The sum of Twenty Thousand Dollars ($20, 000. 00) shall be due and payable by the Lessee to the Lessor on May 1, 1994 ; and (2) The remaining sum of Fifty-two Thousand Six Hundred Dollars ($52, 600. 00) shall be due and payable by the Lessee to the Lessor on December 1, 1994. 3 . 3 All payments of rent shall be made by the Lessee to the Lessor at such place as the Lessor may, from time to time, designate in writing. For the present, the Lessor designates City of Fort Collins Water/Wastewater Utility, c/o Mike Smith, 700 Wood Street, Fort Collins, Colorado 80521, as the place for the making of rental payments. All such rent shall be payable in current legal tender of the United States as the same is then by law constituted. Extensions of time for the payment of any installment of rent or the acceptance by the Lessor of any money other than of the kind herein specified shall not be a waiver of the right of the Lessor to insist on having all other payments of rent made in the manner and at the time herein specified. 3 .4 Notwithstanding the foregoing provisions of this Article III, the Lessee agrees that if the grazing conditions of the Leased Premises warrant it, the Lessor may reduce the required minimum number of animal unit months from Six Thousand Six Hundred (6, 600) per year to that which is appropriate under the then existing grazing conditions. When such a reduction occurs, the Lessee's annual aggregate rental shall be adjusted accordingly. However, the $20, 000. 00 rental payment due on May 1, 1994 , shall not change nor shall any part of it be refunded. 3 . 5 In the event that the Lessee shall fail to pay when due any rental payment required under this Lease, the unpaid rental amount shall accrue interest at the rate of eighteen percent (18%) per annum from the due date until paid. Article IV. Use of Leased Premises. 4 . 1 The Lessee shall use the Leased Premises for livestock grazing purposes only, except as otherwise provided in this Lease. 4 . 2 The Lessee shall not use the Leased Premises in such a manner so as to violate any applicable law, statute, ordinance, rule, or regulation of any governmental entity or body. 4 . 3 The Lessee acknowledges that concurrent with its use of the Leased Premises for livestock grazing purposes, that the - 3 of 20 - Lessor will be using the Leased Premises for municipal sludge storage and application purposes, as well as related activities. Accordingly, the Lessee agrees not to use the Leased Premises in such a manner so as to interfere with the Lessor's use of the Leased Premises for municipal sludge storage and application purposes, and related activities. 4 .4 The Lessee shall not place any livestock upon the Leased Premises without giving prior written notification to the Lessor and after having obtained from the Lessor prior written approval. The Lessee shall graze only such numbers and types of livestock, and in such locations on the Leased Premises, as have been previously authorized in writing by the Lessor. ARTICLE V. Maintenance and Repairs. 5. 1 The Lessee covenants and agrees at all times during the term of this Lease, to maintain and keep in orderly condition and in a good state of repair, all of the Leased Premises and the improvements located thereon, including, but not by way of limitation, fencing and the buildings constituting the ranch headquarters. The Lessee, however, shall only be responsible for such maintenance and repairs that are ordinary and routine in nature. Further, the Lessee shall only be responsible for paying the costs of labor for such maintenance and repairs. The Lessor shall be responsible for the costs of any materials needed for such maintenance and repairs. 5. 2 With respect to maintenance and repairs of the Leased Premises that are extraordinary and major in nature, the Lessor shall be responsible for such maintenance and repairs. 5 . 3 All maintenance and repairs to the Leased Premises required of the Lessee shall be made promptly and when necessary. In addition, all such maintenance and repairs shall be done in a good and workmanlike manner and in compliance with all applicable laws, statutes, ordinances, rules, orders, regulations, and requirements of all federal, state, and county governments and the appropriate departments, commissions, boards, and officers thereof. 5. 4 The Lessee shall keep the Leased Premises clean and in good sanitary condition, as required by the statutes, ordinances, resolutions, and health, sanitary, and police regulations of the County of Larimer, County of Weld, and State of Colorado, except the Lessee shall not be responsible for so maintaining the Leased Premises with respect to the Lessor's use of the Leased Premises for municipal sludge storage and application, and related activities. The Lessee shall neither permit nor suffer a disorderly noise or nuisance whatsoever about the Leased Premises having any tendency to annoy or disturb any persons occupying adjacent land. The Lessee shall neither hold nor attempt to hold the Lessor liable for any injury or damage, either approximate or - 4 of 20 - remote, occasioned through or caused by any maintenance, alterations, or repairs made by the Lessee upon or to the Leased Premises or the improvements located thereon. 5. 5 The Lessee shall be responsible for controlling noxious and toxic plants found upon the Leased Premises. The cost of labor to control such plants shall be the sole responsibility of the Lessee. The Lessor, however, shall be responsible for the cost of any herbicides or other materials necessary to control such plants. In using any herbicides or other materials to control noxious and toxic plants on the Leased Premises, the Lessee shall comply with all applicable federal, state, and local laws, rules, and regulations controlling the application and storage of such herbicides and materials. In addition, the Lessee shall indemnify and hold the Lessor, and its officers and employees, harmless from any and all claims, judgments, penalties, fines, costs, and attorneys fees that may result from the Lessee's use, application, and storage of such herbicides and other materials. 5. 6 If the Lessee fails to perform any maintenance or make any repairs required of it to be made under this Lease, the Lessor may, but shall not be required to, make such maintenance and repairs on the Lessee's account, and the Lessor may add its costs and expenses for such repairs or replacements as additional rent due to the Lessor under this Lease. Such amount shall then be paid to the Lessor by the Lessee within thirty (30) days after receiving written notice from the Lessor of the costs and expenses paid by the Lessor for such maintenance and repairs. ARTICLE VI. Alterations and Improvements. 6. 1 The Lessee shall make no alterations, additions, improvements, or changes to the Leased Premises or the improvements located thereon without the prior written approval of the Lessor. Any such alterations, additions, improvements, or changes approved by the Lessor shall be done by the Lessee in a good and workmanlike manner and shall be in compliance with all applicable building and zoning laws, and with all other applicable laws, statutes, ordinances, orders, rules, regulations, and requirements of all federal, state, and county governments and the appropriate departments, commissions, boards, and officers thereof. 6. 2 The Lessee hereby indemnifies and agrees to hold the Lessor harmless from all liens, claims, or charges on account of any alterations, additions, improvements, or changes made to the Leased Premises or the improvements located thereon by the Lessee. ARTICLE VII. Covenant of Title and Ouiet Enjoyment 7 . 1 The Lessor covenants that it is well seized of and has good title to lease the Property and to sublease the PRPA Property, and does warrant and will defend the title thereto and - 5 of 20 - will indemnify the Lessee against any damage or expense which the Lessee may suffer by reason of any lien, encumbrance, restriction, or defect in the title or description herein of the Property and the PRPA- Property existing- prior to the date hereof,- except- anti subject to the following: a. All easements, covenants, reservations, restrictions, and rights-of-way in place or of record; b. Any restrictions, reservations, or exceptions contained in any United States or State of Colorado patents of record; C. All zoning and other governmental rules and regulations; d. All oil, gas or other mineral reservations or exceptions of record; and e. That certain Lease Agreement by and between Meadow Springs Grazing Association, as Lessor, and Western Gas Supply Company, as Lessee, dated February 22 , 1989, and recorded March 7, 1989, at Reception No. 02172714 of the Larimer County, Colorado records. ARTICLE VIII. Insurance. 8. 1 The Lessee, at its sole cost and expense, shall, during the term of this Lease, procure, pay for, and keep in full force and effect workers compensation insurance, in an amount not less than Four Hundred Thousand Dollars ($400, 000. 00) for each occurrence, for all of its employees to be engaged in work on the Leased Premises under this Lease. 8 .2 The Lessee, at its sole cost and expense, shall, during the term of this Lease, procure, pay for, and keep in full force and effect a comprehensive policy of general liability insurance covering the Leased Premises and insuring the Lessee in an amount not less than Six Hundred Thousand Dollars ($600, 000. 00) covering bodily injury, including death to persons, personal injury, and property damage liability arising out of a single occurrence. Such coverage shall include, without limitation, the. insureds, liability for property damage, bodily injuries, and death of persons in connection with the operation, maintenance, or use of the Leased Premises (including acts or omissions of the Lessee or of its officers, employees, or agents) , liability arising out of lawsuits related to employment contracts of the Lessee, and protection against liability for non-owned and hired automobiles. Such coverage shall also include comprehensive automobile liability insurance and coverage for such other risks as shall customarily be required by private institutional mortgage lenders with regard to - 6 of 20 - property similar in construction, location, and use as the Leased Premises under this Lease Agreement. 8 . 3 All policies of insurance carried by the Lessee shall name the Lessee as an insured and shall name the Lessor as an additional insured on the policy. The policy or policies shall contain a provision that the policy or policies cannot be canceled or materially altered either by the insured or the insurance company until fifteen (15) days prior written notice thereof is given to the Lessor. Upon issuance or renewal of any such insurance policy, the Lessee shall furnish a certified copy or duplicate original of such policy or renewal thereof with proof of premium payment to the City. Any such policy shall contain waivers of subrogation and waivers of any defense based on invalidity arising from any act or omission of any assignees or sublessees of the Lessee. 8 .4 No policy of insurance required by this Article VIII shall include a deductible clause in an amount greater than One Thousand Dollars ($1, 000. 00) . Any insurance policy purchased by the Lessee must be written by an insurance carrier which has a current rating by Best's Insurance Reports of "A" (Excellent) or better and a financial rating of "X" or better or such equivalent classification as may hereinafter be required customarily for properties similarly situated and it must be approved by the Lessee and the insurance carrier must be authorized by law to do business in the State of Colorado. The Lessee shall not obtain any policy which, under the terms of the carrier's charter, by-laws, or policy, loss payments are contingent upon action by the carrier's board of directors, policy holders, or members. All insurance policies carried by the Lessee may be reviewed at least annually by the Lessor to ascertain that the coverage provided by such policy adequately covers those risks required by this Article VIII to be insured by the Lessee. 8. 5 Ln case of the breach of any provision of this Article VIII, the Lessor, at its option, may take out and maintain, at the expense of the Lessee, such insurance as the Lessor may deem proper and may bill the costs for such insurance directly to the Lessee. When so billed, the Lessee shall reimburse the Lessor for the costs of such insurance within thirty (30) days of being billed. ARTICLE IX-. Utilities. 9. 1 The Lessee agrees to pay all charges for water and sewer service, gas, electricity, light, heat, power, trash removal, telephone, and other communication services used, rendered, or supplied upon or in the Leased Premises and the improvements located thereon, and to indemnify the Lessor against any liability or damage on such account. All such utility charges shall be paid by the Lessee before the date the same become delinquent. 7 of 20 - ARTICLE X. Signs. 10. 1 The Lessee shall not affix, erect, or maintain on the Leased Premises any sign or placard without first obtaining the Lessor's prior written approval. The costs of erection and maintenance of such sign or placard shall be the sole responsibility of the Lessee. In addition, any sign or placard approved by the Lessor shall comply with all state and county laws, rules, and regulations. ARTICLE XI. Subletting and Assignment. 11. 1 The Lessee covenants and agrees that it will not assign_ this Lease._ any interest or a part thereof._ any right or privilege appurtenant thereto, nor mortgage or hypothecate the leasehold without the prior written consent of the Lessee. A consent to one assignment or hypothecation shall not be construed as a consent to any subsequent assignment or hypothecation; and it is hereby mutually covenanted and agreed that, unless such written consent has been obtained, any assignment or transfer or attempted assignment or transfer of this Lease or any interest therein or hypothecation either by the voluntary or the involuntary act of the Lessee or by operation of law or otherwise, shall, at the option of the Lessor, terminate this Lease; and any such purported assignment or transfer without such consent shall be null and void. The Lessor's consent to any such assignment shall not relieve the Lessee from any obligation under this Lease unless the Lessor expressly agrees in writing to relieve the Lessee from such obligation. 11. 2 If this Lease shall be assigned, or if the Leased Premises or any part thereof shall be sublet or occupied by anyone other than the Lessee, without the prior written consent of the Lessor as required in paragraph 11. 1 above, the Lessor may collect rent from the assignee, subtenant, or occupant, and employ the net amount collected to the rent herein reserved; and no such collection shall be deemed a release of the Lessee from the complete performance of the covenants herein contained on the part of the Lessee to be performed. ARTICLE XII. Mechanic's Lien. 12 . 1 The Lessee agrees to pay or cause to be paid promptly all bills and charges for material, labor, or otherwise in connection with or arising out of any alterations, additions, maintenance, repairs, or changes made by the Lessee or its agents or subtenants to the Leased Premises; and the Lessee agrees to hold the Lessor free and harmless against all liens and claims of liens for such labor and materials, or either of them, filed against the Leased Premises or any part thereof and from and against any expense and liability in connection therewith. The Lessee further agrees to discharge (either by payment or by filing the necessary - 8 of 20 - bond) any mechanic's, materialman's, or other liens against the Leased Premises arising out of any payment due or alleged to be due for any work, labor, services, materials, or supplies claimed to have been furnished at the Lessee's request in, on, or about the Leased Premises and to indemnify the Lessor against any lien or claim of lien attached to or upon the Leased Premises or any part thereof by reason of any act or omission on the Lessee's part. The Lessee shall, however, have the right to contest any mechanic's lien or claims filed against the Leased Premises, provided the Lessee shall diligently prosecute- any such contest and atall times effectively stay or prevent any sale of the Leased Premises under execution or otherwise and pay or otherwise satisfy any final judgment adjudging or enforcing such contested liens and thereafter procure record satisfaction of the release thereof. The Lessee also agrees in any such contest, at the Lessee's cost and expense, to defend the same on behalf of the Lessor. ARTICLE XIII . Condemnation. 13 . 1 If, during the term of this Agreement: (a) the title to the whole or substantially all of the Leased Premises shall be taken; or (b) if the Leased Premises shall be deprived of adequate ingress or egress to or from all public streets and highways abutting the Leased Premises, and the Lessee cannot reasonably operate upon the remainder of the Leased Premises at the time of such taking as the result of the exercise of the power of eminent domain (hereinafter referred to as "Proceedings") , then this Lease shall terminate as of the date of such taking pursuant to such Proceedings. For the purpose of construing the provisions of this Article, "Proceedings" shall include any negotiated settlement of any matter involved in a condemnation; and a "taking" shall be deemed to occur when title to the Leased Premises or possession thereof is acquired by another governmental authority, whichever first occurs. A 13 . 2 If, during the term of this Lease, title to less than the whole or title to less than substantially all of the Leased Premises shall be taken in any such Proceedings and, the Lessee can reasonably operate on the remainder of the Leased Premises at the time of such taking, this Lease shall not terminate. The Lessee's obligation to pay rent as provided in Article III . above, however, shall be adjusted accordingly. 13 . 3 All damages awarded for any taking described in this Article shall belong to and be the property of the Lessor. ARTICLE XIV. Total or Partial Destruction. 14 . 1 In case, during the term of this Lease, the Leased Premises or a substantial part thereof shall be destroyed or shall be so damaged by fire or other casualties so as to become unusable for livestock grazing purposes, then, in such event, at the option - 9 of 20 - of the Lessee, the term hereby created shall cease; and this Lease shall become null and void from the date of such damage or destruction; and the Lessee shall immediately surrender the Leased Premises and its interest therein to the Lessor. Provided, however, that the Lessee shall exercise such option to so terminate this Lease by notice in writing delivered to the Lessor within thirty (30) days after such damage or destruction. In addition, the Lessee shall continue to be liable to the Lessor for such rent that will have accrued up to the date of termination of this Lease. In the event the Lessor shall not so elect to terminate this Lease, this Lease shall continue in full force and effect. 14 . 2 If the Leased Premises shall be only slightly injured by fire or the elements so as not to render the same unusable for livestock grazing purposes, then the Lessor shall repair the same with all reasonable speed. No compensation, off- set, or claim shall be made by or allowed to the Lessee by reason of any inconvenience or annoyance arising from the necessity of repairing any portion of the Leased Premises, however the necessity may occur. ARTICLE XV. Holding aver. 15. 1 Any holding over after the expiration of the term of this Lease Agreement or any extended term thereof, with the consent of the Lessor, shall be construed to be a tenancy from month-to- month on the same- terms- and conditions- herein- specified- at the- same- rental provided for herein. ARTICLE XVI. Default of Lessee. 16. 1 This Lease Agreement is made on the condition also that if any one or more of the following events (hereinafter referred to as "an event of default") shall happen: (a) The Lessee shall default in the due and punctual payment of the rent or any other amounts required to be paid hereunder and such default shall continue for three (3) days after the receipt of written notice from the Lessor; or (b) The Lessee shall neglect or fail to perform or observe any of the other covenants herein contained on the Lessee's part to be performed or observed, and the Lessee shall fail to remedy the same within fifteen (15) days after the Lessee shall have received from the Lessor written notice specifying such neglect or failure (or within such period, if any, as may be reasonably required to cure such default if it is of such a nature that it cannot be cured within said fifteen (15) day period, provided that the foundation shall have commenced to effect - 10 of 20 - such a cure within said fifteen (15) days and shall proceed with due diligence to complete said cure) ; or (c) The Lessee shall: (i) be adjudicated as bankrupt or insolvent; (ii) file a petition in bankruptcy or for reorganization or for the adoption of an arrangement under the- Bankruptcy Act (-as- now- constituted or in the future amended) ; or (iii) make an assignment of its property for the benefit of its creditors. Then, and in any one or more such events of default, the Lessor shall have the right, at its election and while any such event of default shall continue, to give the Lessee written notice of its intention to terminate this Lease on the date of such given notice or any later date specified therein; and on such specified date, the Lessee's right to possession of the Leased Premises shall cease; and this Lease shall thereupon be terminated. The Lessor may then re-enter and take exclusive possession of the Leased Premises or any part thereof and repossess the same as the Lessor's former estate and expel the Lessee and those claiming through or under the Lessee and remove the effects of both or either (forcibly, if necessary) without being deemed guilty of any manner of trespass and without prejudice to any remedies for arrearages of rent or preceding breaches of covenants. 16. 2 Alternatively, the Lessor may elect if an event of default occurs not to terminate this Lease, but the Lessor shall still have the right to elect to retake exclusive possession of the Leased Premises by evicting the Lessee if the Lessee has not otherwise abandoned the Leased Premises. In the event the Lessor elects to so take exclusive possession, the Lessee shall not be relieved of its obligations and liabilities under the Lease, all of which shall survive such repossession. In the. event of such repossession, the Lessee shall pay to the Lessor as current liquidated damages: A. The then value of the rent and other sums as herein provided which would be payable if such repossession had not occurred; less B. The net proceeds, if any, of any reletting of the Leased Premises after deducting all of the Lessor's expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys fees, expenses of employees, and necessary alteration costs and expenses in preparation of such reletting. - 11 of 20 - The Lessee shall pay such damages to the Lessor within thirty (30) days after receiving written notice from the Lessor of such damages. If the Lessor shall be required to commence any action or proceeding to collect the foregoing amounts, or to enforce any other obligation of the Lessee under this Lease, the Lessor shall be entitled to reimbursement for all costs and expenses incurred in said matter, including reasonable attorneys fees. ARTICLE XVII. Attorneys Fees. 17 . 1 The Lessee shall pay and indemnify the Lessor against all legal costs and charges, including attorneys fees, lawfully and reasonably incurred in obtaining possession of the Leased Premises after default of the Lessee or termination of this Lease, incurred in enforcing any covenant of the Lessee herein contained or any right granted to the Lessor, and incurred in collecting any rent, monies, or other damages owed by the Lessee to the Lessor under this Lease. ARTICLE XVIII. Lessee to Save Lessor Harmless. 18 . 1 The Lessee covenants that it will indemnify and hold the Lessor, and its officers and employees, harmless from all claims, demands, judgments, costs, and expenses, including attorneys fees, arising out of any accident or occurrence causing injury to any person or property whomsoever or whatsoever due directly or indirectly to the use or neglect of the Leased Premises or any part thereof by the Lessee and its- officers, agents, employees, licensees, and invitees or any entity or person (and their officers, agents, employees, licensees, and invitees) holding under the Lessee, unless such accident or occurrence results solely from the tortious misconduct or negligent act or omission on the part of the Lessor, or its officers and employees; and the Lessee will indemnify and hold harmless the Lessor, and its officers and employees, from all damages and all penalties arising out of any failure of the Lessee, in any respect, to comply with all of the requirements and provisions of this Lease Agreement; and the Lessee covenants that the Lessee shall keep and save the Lessor, and its officers and employees, and the Lessor's interest in and unto the Leased Premises forever harmless from any penalty, damage, or charge imposed by any violation of any laws, whether occasioned by an act or omission of the Lessee, or by another or others, in the Leased Premises holding under or through the Lessee. In addition, the Lessor, and its officers and employees, shall not be liable to the Lessee for any livestock injuries or deaths, regardless of cause, incurred in connection with such livestock grazing upon the Leased Premises under this Lease Agreement, unless such injuries or deaths result from a negligent act or omission of the Lessor. However, any liability of the Lessor, or of its officers and employees, to the Lessee shall be subject to all the defenses, immunities, and limitations of the Colorado Governmental Immunity Act (Section 24-10-101, et sea. ) and to any other defenses, - 12 of 20 - immunities, and limitations to liability available to the Lessor, and its officers and employees, under the law. ARTICLE XIX. Notices. 19 . 1 Any notice or other communication given by either party hereto to the other relating to this Lease Agreement shall be hand-delivered or sent by registered or certified mail, return receipt requested, addressed to such other party at its respective addresses set forth below; and such notice or other communication shall be deemed .given when so hand-delivered or three (3) business days after so mailed: If to the Lessor: Mike Smith, Water/Wastewater Utility Director P.O. Box 580 Fort Collins, CO 80522 With a copy to: John R. Duval, Assistant City Attorney City Attorney's Office P.O. Box 580 Fort Collins, CO 80522 If to the Lessee: With a copy to: ARTICLE XX. Hazardous Material. 20. 1 As used herein, the term "Hazardous Material" means any hazardous or toxic substance, material, or waste which is or becomes regulated by any local governmental authority, the State of Colorado or the United States Government. The term "Hazardous Material" includes, without limitation, any material or substance that is: (i) defined as a "hazardous substance" under applicable state law provisions; (ii) petroleum; (iii) asbestos; (iv) designated as "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. Section 1321) ; (v) defined as "hazardous waste" pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act (42 U. S.C. Section - 13 of 20 - 6903) ; (vi) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U. S.C. Section 9601) ; or (vii) defined as a "regulated substance" pursuant to Subchapter IX, Solid Waste Disposal Act (Regulation of Underground Storage Tanks) (42 U.S.C. Section 6991) . 20. 2 The Lessee shall not cause or permit any Hazardous Materials to be brought upon, kept, or used in or about the Leased Premises by the Lessee, its officers, agents, employees, contractors, licensees, or invitees, without the prior written consent of the Lessor (which the Lessor shall not unreasonably withhold as long as the Lessee demonstrates to the Lessor's reasonable satisfaction that such Hazardous Material is necessary or useful to the Lessee's operation; that it will be used, kept, and stored in the manner which complies with all laws regulating any such Hazardous Material; and that the Hazardous Material will not materially interfere with the Lessor's use of the Leased Premises. ) If the Lessee breaches the obligation stated in the preceding sentence, or if the presence of Hazardous Material on the Leased Premises caused or permitted by the Lessee results in contamination of the Leased Premises or if contamination of the Leased Premises by Hazardous Material otherwise occurs for which the Lessee is legally liable to the Lessor for damage resulting therefrom, then the Lessee shall indemnify, defend, and hold the Lessor, and its officers and employees, harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities, or losses (including, without limitation, diminution in value of the Leased Premises, damages for the loss or restriction on use of the Leased Premises, and . sums paid in settlement of claims, attorneys fees, consulting fees, and expert fees) which arise during or after the Lease term as a result of such contamination. This indemnification of the Lessor by the Lessee includes, without limitation, any costs incurred in connection with any investigation of site conditions or any clean-up, remedial, removal, or restoration work required by any federal, state, or local governmental agency or political subdivision because of Hazardous Material present in the soil or ground water on or under the Leased Premises. Without limiting the foregoing, if the presence of any Hazardous Material on the Leased Premises caused or permitted by the Lessee results in any contamination of the Leased Premises, the Lessee shall promptly take all actions at its sole expense as are necessary to return to the Leased Premises to the condition existing prior to the introduction of any such Hazardous Material to the Leased Premises; provided that the Lessor's written approval of such action shall first be obtained, which approval shall not be unreasonably withheld so long as such action would not potentially have any material adverse effect on the Leased Premises or the Lessor's use of the Leased Premises. - 14 of 20 - ARTICLE XXI. Time of the Essence. 21. 1 It is agreed that time shall be of the essence of this Lease Agreement and each and every provision hereof. ARTICLE XXII. Access and Use By Lessor. 22 . 1 It is expressly acknowledged and agreed that the Lessor, and its officers, employees, and any other person properly authorized by the Lessor, shall at all times retain the right to enter upon and use the Leased Premises for any purpose, including municipal sludge storage and disposal. ARTICLE XXIII . Research Program. 23 . 1 The Lessee agrees to complete a detailed and specific research program during the term of this Lease Agreement. This research program shall be that program described in Exhibit "C" attached hereto and incorporated herein by reference (hereinafter referred to as "the Research Program") . The Research Program shall encompass studies evaluating alternate grazing patterns. The purpose of the Research Program shall be to evaluate range management techniques that enhance economic returns while concurrently improving environmental conditions on the Leased Premises. 23 . 2 Prior to placing any livestock upon the Leased Premises, the Lessee shall deliver to the Lessor a detailed, written research protocol for the Research Program, which protocol shall contain a timetable for commencing and completing all research components of the Research Program. The Lessor must then approve in writing the said written research protocol before the Lessee can place any livestock upon the Leased Premises. 23 . 3 To supervise all aspects of the Research Program, the Lessee shall hire, at the Lessee's sole cost, a range management expert who must first be approved in writing by the Lessor. In addition, the Lessee shall be responsible for hiring and paying any and all other experts that may be needed to complete the Research Program, all of which must also first be approved in writing by the Lessor. 23 . 4 All costs associated with the completion of the Research Program shall be the responsibility of the Lessee, except that the Lessor shall pay the costs of materials for construction of any fencing or water improvements that may be required in the Research Program and the Lessor shall be responsible for all costs of labor and material to construct any permanent facilities or improvements required to complete the Research Program. 23 . 5 Prior to commencing each component of the Research Program, the Lessee shall first obtain the prior written consent of - 15 of 20 - the Lessor. The Lessor shall have the right, prior to the commencement of any component of the Research Program, to limit, delay, or cancel any component of the Research Program if deemed necessary by the Lessor for any reason. 23 . 6 Prior to commencing livestock grazing on the Leased Premises, the Lessee's range management expert shall submit a written report to the Lessor evaluating current range conditions and recommending a date to initiate livestock grazing. Further written evaluations to the Lessor from said expert shall be due on July 15, 1994, and September 15, 1994 . The final evaluation shall include a recommended date for the cessation of livestock grazing for the 1994 grazing season. 23 . 7 On or before December 31, 1994 , the Lessee shall submit a preliminary report to the Lessor on the outcomes and results of the Research Program. The final report of all such research completed during the 1994 grazing season shall be due to the Lessor no later than March 1, 1995. ARTICLE XXIV. Contingencies. 24 . 1 This Lease Agreement is hereby made expressly contingent upon the City Council of the City of Fort Collins (hereinafter referred to as "the Council") approving this Lease Agreement by resolution, as required by Section 23-114 of the Code of the City of Fort Collins, which resolution must be passed by the Council on or before April 19, 1994 . If the Council does not pass such a resolution on or before April 19, 1994 , then this Agreement shall be automatically terminated and all parties shall be released from all obligations hereunder and any monies theretofore paid to the Lessor by the Lessee shall be refunded in full to the Lessee. ARTICLE XXV. "AS-IS" Nature of Leased Premises. 25. 3 Tha Less -p acknowledges and agrees that the- Lessor has not made, does not make, and specifically negates and disclaims any representations, warranties, promises, covenants, agreements, or guarantees of any kind or character whatsoever, whether expressed or implied, oral or written, past, present, or future, of, as to, concerning or with respect to the Leased Premises and; (a) the value, nature, quality, or condition of the Leased Premises, including, without limitation, the water, soil, and geology of the Leased Premises; (b) the income to be derived from the Leased Premises; (c) the suitability of the Leased Premises for any and all activities and uses which the Lessee may conduct thereon including the grazing of livestock; (d) the compliance of or by the Leased Premises or its operation with any laws, rules, ordinances, regulations of any applicable governmental authority or body; (e) the habitability, merchantability, marketability, profitability, or fit f particular t Leased - ne�:r for 3- pa<= .^.0 -��i- Pl3rpGu� of i3� - Premises; (f) the manner or quality of the construction or - 16 of 20 - materials, if any, incorporated into the improvements located on the Leased Premises; (g) the manner, quality, state of repair or lack of repair of the improvements located on the Leased Premises; or (h) any other matter with respect to the Leased Premises and the improvements located thereon, and specifically, that the Lessor has not made, does not make and specifically disclaims any representations regarding compliance with any environmental protection, pollution, or land use laws, rules, regulations, orders, or requirements, including solid waste, as defined by the U.S. Environmental Protection Agency regulated at 40 C.F.R. , Part 261, or the disposal or existence, in or on the Leased Premises, of any hazardous substance, as defined by the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, and regulations promulgated thereunder. The Lessee further acknowledges and agrees that having been given the opportunity to inspect the Leased Premises, and the improvements located thereon, the Lessee is relying solely on its own investigation of the Leased Premises and not on any information provided or to be provided by the Lessor. The Lessee further acknowledges and agrees that any information provided or to be provided with respect to the Leased Premises was obtained from a variety of sources and that the Lessor has not made any independent investigation or verification of such information and makes no representations as to the accuracy or completeness of such information. The Lessee agrees that the Lessor is not liable or bound in any manner by any verbal or written statements or representations, or information pertaining to the Leased Premises, or the improvements located thereon, or the operation thereof, furnished by any real estate broker, agent, employee, servant, or other person. The Lessee further acknowledges and agrees that to the maximum extent permitted by law, the lease of the Leased Premises as provided herein is made on an "AS-IS" condition and basis with all faults. It is understood and agreed that the rent provided for under this Lease Agreement and any other consideration provided by the Lessee under this Lease Agreement has been adjusted and taken into consideration by the Lessee to reflect that all of the Leased Premises is being leased by the Lessee from the Lessor subject to the foregoing. However, notwithstanding the foregoing, the Lessor agrees to ensure that all wells and other water delivery, conveyance, and storage devices are in good and proper working order prior to May 1, 1994. ARTICLE XXVI. Miscellaneous. 26. 1 Words of the masculine gender shall include the feminine and neuter gender; and when the sentence so indicates, words of the neuter gender shall refer to any gender. Words in the singular shall include the plural and vice versa. 26 . 2 This Lease Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto and shall be deemed to be and contain the entire understanding and - 17 of 20 - agreement between the parties hereto. There shall be deemed to be no other terms, conditions, promises, understandings, statements, or representations, expressed or implied, concerning this Lease Agreement unless set forth in writing and signed by both of the parties hereto. 26. 3 The Article headings used herein are for convenience of reference only and in no way shall define or limit the scope or intent of any provision under this Lease Agreement. 26. 4 Subject to the provisions hereof, the benefits of this Lease Agreement and the burdens hereunder shall inure to and be binding upon the parties hereto and their respective heirs,_ administrators, successors, and permitted assigns. 26. 5 The parties hereto agree that this Lease shall be governed by and its terms construed under the laws of the State of Colorado. The parties further agree that any judicial proceedings commenced by either of them to enforce any of the obligations, covenants, and agreements contained herein, shall be commenced in the Larimer County District or County Courts. 26. 6 Nothing contained herein shall be deemed or construed by the parties hereto nor by any third party as creating the relationship of principle and agent or a partnership or a joint venture between the parties hereto, it being agreed that none of the provisions set forth herein nor any acts of the parties herein shall be deemed to create a relationship between the parties hereto other- than- the- relationship oflessor and- lessee. - 26 . 7 Failure of the Lessor to exercise any right or rights accruing to it by virtue of the Lessee's breach of any covenant, condition, or agreement herein shall not operate as a waiver of the exercise of such right or rights in the event of any subsequent breach by the Lessee, nor shall the Lessee be relieved thereby from its obligations under the terms of this Lease Agreement. 26. 8 This Lease Agreement is made for the sole and exclusive benefit of the Lessor and the Lessee, their successors and assigns, and it is not made for the benefit of any third party. 26.9 The remedies of the Lessor under this Lease shall be cumulative, no one of them shall be construed as exclusive of any other or of any other remedy provided by law. 26. 10 The Lessor reserves the right to grant to any third party such easements and rights-of-way as it desires over, across, and under portions of the Leased Premises and to lease all or any portion of the Leased Premises to any. other third party so long as such easements, rights-of-way, and leases do not unreasonably - 18 of 20 - interfere with the Lessee's continuing use of the Leased Premises as provided in this Lease Agreement. 26 . 11 No act or thing done by the Lessor or the Lessor's officers or employees during the term hereof shall be considered as an acceptance of the surrender of the Leased Premises, and no agreement to accept such surrender shall be valid unless in writing signed by the Lessor. 26. 12 The Lessee, upon the expiration or termination of this Lease, either by lapse of term or otherwise, agrees to peacefully surrender to the Lessor the Leased Premises, including the improvements located thereon together with any alterations, additions, and changes made to such improvements by the Lessee during the term of this Lease Agreement, in good repair, as hereinabove provided, and except for acts of God, ordinary wear, and damage by fire or other casualty not caused by the negligence of the Lessee or anyone under the Lessee's control. 26. 13 The Lessee acknowledges and agrees that the Lessee has not relied upon any statements, representations, agreements, or warranties except such as they are expressed herein. 26. 14 In the event any covenant, condition, or provision of this Lease Agreement is held to be invalid by final judgment of any court of competent jurisdiction, the invalidity of such a covenant, condit'iogr, or- provision shall not in any way affect any of the other covenants, conditions, or provisions of this Agreement, provided that the invalidity of any such covenant, condition, or provision does not materially prejudice either the Lessee or the Lessor in their respective rights and obligations under the valid covenants, conditions, and provisions of this Lease Agreement. 26. 15 To the extent necessary to carry out all of the terms and provisions hereof,_ the said terms,_ obligations;_ and- rights set forth herein shall survive and shall not be affected by the expiration or termination of this Lease Agreement. 26. 16 The parties hereto acknowledge that certain items of personal property may now be located on the Leased Premises. The Lessor makes no representations or warranties regarding its ownership of any such items of personal property or regarding the condition of such items. The parties hereto acknowledge that the said items of personal property located on the Leased Premises and within the improvements located on the Leased Premises may belong to third parties. The Lessee agrees to indemnify and hold harmless the Lessor, and its officers and employees, from and against any liability for any improper use or disposition by the Lessee of any items of personal property belonging to third parties. - 19 of 20 26. 17 Neither the Lessor nor the Lessee shall be deemed in violation of this Lease Agreement if prevented from performing any of their respective obligations hereunder by reason of strikes, boycotts, labor disputes, embargoes, shortage of energy or materials, acts of God, acts of public enemies, acts of superior governmental authorities, weather conditions, rights, rebellions, sabotage, or any other circumstances for which they are not responsible or that are not within their control. IN WITNESS WHEREOF the parties hereto have caused this Lease Agreement to be executed the day and year first above written. THE CITY OF FORT COLLINS,_ COLORApQ;_ A Municipal Corporation By: City Manager ATTEST: City Clerk APPROVED AS TO FORM: Assistant City Attorney NATURAL FORT GRAZING, LTD. , A Colorado Corporation By: President ATTEST: Secretary 20 of 20 - EXHIBIT A LEGAL- DESCRIPTION- Deeded Land MEADOW SPRINGS WELD COUNTY, COLORADO LEGAL DESCRIPTION: TOWNSHIP 10 NORTH, RANGE 67 WEST OF THE 6TH P.M. Section 6: N1/2 and SW1/4 Section 7: All TOWNSHIP 11 NORTH, RANGE 67 WEST OF THE 6TH P.M. Section 5: All West of Interstate Highway No. 25 described in Book 1619 at page 614 and in Book 1644 at page 477. Section 6: W1/2, and W1/2 E1/2, EXCEPT that part conveyed to The Colorado Railroad Company described in Deed recorded in Book 335 at page 505, and EXCEPT that part conveyed to State of Colorado for highway in Deed recorded in Book 1000 at page 309 . Section 7: All West of Interstate Highway No. 25 described in Book 1619 at page 614 . Section 18 : All that part lying West of Interstate Highway No. 25. Section 19 : All, EXCEPT that part of said Section 19 described as follows: Beginning at the point of intersection of the the East line of said Section and the NOitTr line- o-f the County- Road described in Book 999 at page 193; thence Westerly along the Northerly line of said County Road to the intersection with the Easterly line of Interstate Highway No. 25 described in Book 1619 at page 614; thence Northeasterly along the Easterly line of said Highway No. 25 to the North line of said Section; thence East to the Northeast corner of said Section; thence South to the point of beginning; EXCEPT that part of said Section conveyed to Weld County for highway described in Book 999 at page 193; and EXCEPT that part conveyed to State Highway Department described in Book 1619 at page 614 . Section 29: All Section 30: All Section 32 : All -2- TOWNSHIP 12 NORTH, RANGE 67 WEST OF THE 6TH P.M. Section 20: S1/2 S1/2 lying South and East of the right of way of the Colorado & Southern Railway Company_ described in Deed to The Colorado Railroad Company recorded in Book 335 at page 505, and lying Westerly of the right of way of Interstate Highway No. 25 described in Book 1619 at page 614, and all that part of Lot 1 and S1/2 NE1/4, NW1/4 SE1/4, NE1/4 SW1/4, and SW1/4 SW1/4 lying Southeasterly of the Railroad right of way, EXCEPT a strip 150 feet in width lying in the SE1/4 SW1/4 conveyed to State of Colorado for highway described in Book 1000 at page 309 . Section 29: All West of Interstate Highway No. 25 described in Book 1619 at page 614, EXCEPT a strip of land 200 feet wide through the NW1/4 of said Section conveyed to The Colorado Railroad Company by Deed recorded in Book 335 at page 505, and EXCEPT that part conveyed to State of Colorado for highway through the W1/2 of said Section described in Book 1000 at page 309. Section 30: All, EXCEPT a strip of land 200 feet wide through E1/2 thereof conveyed to The Colorado Railroad Company by Deed recorded in Book 335 at page 505, EXCEPT that part conveyed to State of Colorado For highway described in Book 1000 at page 309. Section 31: All, EXCEPT a strip of land 200 feet wide conveyed to The Colorado Railroad Company by deed recorded- in Book- 335 at page 505, and EXCEPT that part conveyed to State of Colorado described in Book 1000 at page 309. All of Parcel B in the County of Weld, State of Colorado. -3- LARIMER COUNTY, COLORADO TOWNSHIP 10 NORTH, RANGE 68 WEST OF THE 6TH P.M. Section 1: All, EXCEPT that part conveyed to State Highway Department for highway described in Book 912 at page 491, and EXCEPT that part conveyed to Department of Highways for highway described in Book 1178 at page 454. Section 2 : All, EXCEPT those parts conveyed to The Colorado Railroad Company described in Book 285 at pages 169 and 170, EXCEPT those parts conveyed to County of Larimer for highway described irr Book 654 at pages 546 and 560, EXCEPT that part conveyed to State of Colorado for highway described in Book 912 at pages 4-90 and EXCEPT that part conveyed- to Departmentof Highways for highway described in Book 1178 at page 454, and EXCEPT that part conveyed to the Platte River Power Authority as described in Book 2100 at page 886. Section 3 : All, EXCEPT that portion as conveyed to the Platte River Power Authority in Book 2100 at pge 886. Section 11: All, EXCEPT those parts conveyed to County of Larimer for highway described in Book 907 at page 416 and in Book 1178 at page 462, EXCEPT the par-t conveyed_ to- State of Colorado- for highway described in Book 912 at page 487, EXCEPT that part conveyed to Department of Highways for highway described in Book 1178 at page 454, EXCEPT that part conveyed to The Colorado Railroad Company described in Book 290 at page 361, EXCEPT that part of the SE1/4 described as follows: Beginning at the Southeast corner of said Section; thence North 89045/30/1 West along the South line of said Section a distance of 774.4 feet to the East line of Interstate Highway No. 25; thence along said Highway as follows: North 0014/30/1 East 118. 6 feet; thence North 89045/30/1 West 61.8 feet; thence North 4004' East 863. 1 feet; thence North 14004/30/1 East 792 feet; thence leaving said highway on a line East and parallel with South line of said Section a distance of 582 . 39 feet, more or less, to the East line of said Section; thence South along said East line 1747.74 feet to the point of beginning; and EXCEPT that part of the SE1/4 described as follows: Beginning on the West line of said SE1/4 80 feet North of the Southwest corner of said SE1/4; thence North -4- along said West line 716.99 feet; thence on an angle to the right of 900 a distance of 1361. 68 feet, more or less, to the Westerly line of Interstate Highway No. 25; thence South 21012' West along said Highway 746.52 feet to the North line of County Road described in Book 1178 at page 462; thence South 88*55' West 1110.2 feet along said North line to the point of beginning. Section 12 : N1/2, EXCEPT that part conveyed to State of Colorado for highway described in Book 912 at page 489, and EXCEPT that part conveyed to Department of Highways for highway described in Book 1178 at page 454 . TOWNSHIP 11 NORTH, RANGE 68 WEST OF THE 6TH P.M. Section 1: All, EXCEPT a strip of land 200 feet wide in SE1/4 and SE1/4 NE1/4 conveyed to Colorado Railroad Company by Deed recorded May 12, 1911, in Book 290 at page 589 . Section 2: All Section 3: All Section 7 : E1/2 E1/2 Aection 8 : All Section 9: All Aection 10: W1/2 Section 11: All Section 12: All Section 13 : N1/2, EXCEPT that part conveyed to County of Larimer for highway described in Book 665 at page 257. Section 15: S1/2 and NW1/4 Section 16: All Section 17: W1/2 NW1/4 and SE1/4 and S1/2 SW1/4 Section 18: All Section 22: All Section 23 : All, EXCEPT a strip of land 200 feet wide in NE1/4 and SE1/4 conveyed to The Colorado Railroad Company by Deed recorded in Book 290 at page 589, and EXCEPT the North 40 feet of that part of the NE1/4 lying East of the right of way of Colorado & Southern Railway Company conveyed to Larimer County by Deed recorded in Book 426 at page 428; That part of the E1/2 SW1/4 lying Easterly of the Colorado and Southern Railway right of way as said right of way is described in Book 304 at page 463, and EXCEPT that portion lying East of the Colorado Railroad Company right of way as evidenced by deed to ' Meadow Springs Grazing Association, recorded August 15, 1956, in Book 1337 at page -5- 589 . Section 24 : SW1/4 , SE1/4, EXCEPT that part conveyed to State Highway Department for highway described in Book 912 at page 500, and EXCEPT that part conveyed to Department of Highways for highway described in Book 1178 at page 454. Section 25: All, EXCEPT that portion of NW1/4 NW1/4 lying Westerly of the Southeasterly line of Highway No. 87 described in Deed to Larimer County recorded in Book 665 at page 257, EXCEPT that part conveyed to State Highway Department for highway described in Book 912 at page 497, and EXCEPT that part conveyed to Department of Highways for highway described in Book 1178 at page 454 . Section 26: That part of SE1/4 NE1/4 and NE1/4 SE1/4 lying Easterly of Highway No. 87 as described in Deed to County of Larimer recorded in Book 665 at page 257; S1/2 SE1/4, EXCEPT that part of said S1/2 SE1/4 conveyed to County of Larimer for highway described in Book 665 at page 257; NW1/4 SW1/4, EXCEPT a strip of land 200 feet wide in said NW1/4 SW1/4 conveyed to The Colorado Railroad Company by Deed recorded in Book 304 at page 48. Section 27 : All, EXCEPT SE1/4 NE1/4 thereof Section 28 : All Section 33 : All Section 34 : All Section 36: All, EXCEPT that part conveyed to State Highway Department for highway described in Book 912 at page 494, and EXCEPT that part conveyed to Department of Highways for highway described in Book 1178 at page 454 . TOWNSHIP 12 NORTH, RANGE 68 WEST OF THE 6TH P.M. Section 25: All Section 26: All Section 27: All Section 35: All Section 36: All All of Parcel A in the County of Larimer, State of Colorado. Containing 25, 680 acres, more or less. EXHIBIT B Platte River Power Authority Lease: Township 10 North - Rance 68 West Larimer, County The NE 1/4 of Section 4 in Township 10 North, Range 68 West of the 6th P.M. , excepting therefrom a tract of land situate in the NE 1/4 of said Sec. 4 being more particularly described as follows: Begin at the North 1/4 corner of said Sec. 4 and run thence along the North line of the NE 1/4 of said Sec. 4, N 89043/45/1 E 2427 .49 feet; thence East 209.92 feet to the East line of the NE 1/4 of said Sec. 4; thence along said East line, S 02032 /14/1 E 400. 39 feet; thence West 2645. 23 feet to the West line of the NE 1/4 of said Sec. 4; thence along said West line, N 01027/20/1 W 388. 64 feet to the point of the beginning, containing 23 .9357 acres more or less. EXHIBIT C MEADOW SPRINGS RANCH RESEARCH PROGRAM . MAY 1, 1994 - DECEMBER 31, 1994 INTRODUCTION: The purpose of this research program is to evaluate alternative management practices that may improve revenues while concurrently improving the environmental conditions on Meadow Springs Ranch. The research program components will accomplish this goal by evaluating alternative livestock grazing practices. A report summarizing the research results will be submitted to the City of Fort Collins no later than March 1, 1995. RESEARCH COMPONENT: In traditional beef cattle grazing systems, animals are allowed access to acreage at an historically derived stocking rate consistent with the land's ability to support growth during the pasture season. Animals graze over the entire area throughout the season and exhibit selective eating habits due to the initial abundance of forage, and the animal's preference for specific species of plants. Selective eating can change the plant species composition of the range and disrupt top soil unless proper grazing management techniques are used. Modified or rotational grazing is conducted by allowing access of cattle to pasture at a higher stocking rate for shorter periods of time, thus forcing more grazing of the available forage, and less selective eating habits. Advantages of rotational grazing are (A) allows different sections of the pasture to regrow during periods of non-grazing; (B) may lead to greater body weight gains of beef cattle; (C) may lead to better distribution of forage and non-forage species; and, (D) may reduce negative impacts on top soil. Native range and pasture lands used for cattle grazing must be managed properly to preserve the long term integrity and production capability of the land. A commitment to land preservation and knowledge of scientific findings can both be used to develop a plan for improvement of the land while improving cattle production. The objective of this research program will be to compare the effects of different grazing patterns on the productivity of grazed land at the study site, while concurrently monitoring the effects of these grazing patterns on the soil and vegetation. Two grazing patterns will be studied: traditional and modified rotational. In traditional grazing, cattle are allowed access to native pasture for an entire grazing season (approximately mid-May through mid-November). Cattle are allowed to graze at will over the entire pasture area. Since this is the type of grazing practiced on Meadow Springs Ranch in the past, it will be considered the control group. A modified rotational grazing pattern allows access of cattle to sections of a pasture for specified periods of time. These sections are created by use of temporary electric fencing. Cattle are rotated among the sections at predetermined time intervals throughout the grazing season. These time intervals are variable depending on range conditions. Careful monitoring of range conditions is necessary to avoid damage to soil and/or vegetation. Pastures similar in quality and quantity of forage will be used. The mix of cattle numbers and types will be similar, and randomly assigned to each of the two treatment groups. Pastures will be grazed from May/June to October/November (depending on weather and range conditions) in order to examine the effect of grazing pattern over time. The experiment will utilize a completely randomized design repeated in time. Specific stocking rates, rotational schedules and numbers of animals to be used will be determined by the range consultant. The range consultant will have specialized expertise in livestock grazing practices, including rotational grazing, and be a recognized expert in the field. The rotational schedule will be determined with consideration of forage type and quantity available in the pastures, and of historical stocking rates at the study site. Cattle will typically be rotated from pasture to pasture periodically throughout the grazing season, in consultation with the range consultant. Experimental animals will be individually identified using ear tags, and will be individually weighed repeatedly throughout the grazing season. Specific weigh days will be developed in consultation with the range consultant. The City of Fort Collins will be notified of all weigh days and locations, and have the right to witness these and all other activities associated with the experiments. Body weight gains resulting from the two pastures, and among the individual rotational cells within the experimental pasture will be determined. Additionally, the following data will be collected from both pastures: (1) Sampling of available forage will be conducted in consultation with the range consultant, by clipping of multiple fenced and non-fenced test plots. Samples will be analyzed for species identification and relative predominance, and weighed and analyzed for proximate analysis components, acid and neutral detergent fibers, macro minerals, and trace elements. Water will be analyzed for possible contaminants. Estimates of total forage availability and quality will be made based on analytical results. (2) Records of weather observations will be kept on a daily basis throughout the grazing season to allow the impact of factors such as temperature, wind and precipitation to be used in the interpretation of results. 2