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HomeMy WebLinkAbout350667 FOLSOM GRAZING ASSOCIATION INC - CONTRACT - RFP - 7083 SOAPSTONE PRAIRIE NATURAL AREA GRAZING LEASESOAPSTONE PRAIRIE NATURAL AREA GRAZING LEASE AGREEMENT THIS GRAZING LEASE AGREEMENT ("Lease"), is made and entered into this � A day of b ece o,h",,r , 2010, by and between THE CITY OF FORT COLLINS, COLORADO, a municipal corporation (hereinafter referred to as "the Lessor"), and FOLSOM GRAZING ASSOCIATION, INC. , a Colorado corporation (hereinafter referred to as "the Lessee"). WITNESSETH: WHEREAS, the Lessor is the owner of that certain real property, together with any improvements located thereon, situated in the County of Larimer, State of Colorado, consisting of approximately 21,900 acres of land, commonly known as the Soapstone Prairie Natural Area, the legal description of which is set forth in Exhibit "A" attached hereto and incorporated herein by reference (hereinafter referred to as "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 Leased Premises. 1.2 This Lease includes all the grazing -related improvements located upon the Leased Premises including, but not limited to, the ranch headquarters facilities. Lessee must ensure that its officers and employee(s) working or residing on the Leased Premises, their dependents, and any guests, strictly comply with the requirements and restrictions set forth in this Lease Agreement, and with all applicable laws, regulations and other legal requirements, in connection with the use or occupation of the Leased Premises. 1.3 Lessee may, but is not required to, authorize an employee of Lessee who is assigned to work on the Leased Premises to occupy of the ranch headquarters residence ("Residence") at no additional rent, subject to the Residence Lease terms listed in Exhibit `B", attached hereto and incorporated herein by reference. Sublease or Contract must require the Grazing Contractor to comply with and be bound by the following provisions of this Lease: • Sections 4.1, 4.5, 4.6, 4.7 and 4.8 regarding use of the Leased Premises; • Section 5.5 regarding maintenance of the premises; • Sections 6.1, 6.2, and 6.4 regarding alterations and improvements; • Article VIII regarding insurance; • Article X regarding signs; • Article XII regarding mechanics liens; • Article XIV regarding total or partial destruction; • Article XVIII regarding holding the Lessor harmless; • Article XX regarding Hazardous Materials; • Article XXII regarding access and use by Lessor; • Article XXIV regarding the "as -is" nature of the Leased Premises. 11.3.1 The Grazing Contractor must graze a minimum of 100 AUs but no more than 200 AUs unless otherwise agreed by the Lessor. The AUs grazed by the Grazing Contractor will not count towards the Lessee's AUs. The Lessee will not charge rent for sheep or goat grazing pursuant to the Sublease or Contract unless otherwise directed or agreed to by the Lessor. The "Grazing Plan" outlined in paragraph 4.3 above will include objectives and requirements for the Grazing Contractor. ARTICLE XII. Mechanic's Liens. 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 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 does, however, have the right to contest any mechanic's lien or claims filed against the Leased Premises, provided the Lessee diligently prosecutes any such contest and at all times effectively stays or prevents any sale of the Leased Premises under execution or otherwise and pays or otherwise satisfies any final judgment adjudging or enforcing such contested liens and thereafter procures 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. 10 ARTICLE XIII. Condemnation I` 13.1 If, as a result of any exercise of the power of eminent domain (hereinafter referred to as "proceedings"), either of the following happen: (a) the title to the whole or substantially all of the Leased Premises is taken; or (b) the Leased Premises are 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, then this Lease will terminate as of the date of such taking pursuant to such Proceedings. For the purpose of construing the provisions of this Article, "Proceedings" includes any negotiated settlement of any matter involved in a condemnation; and a "taking" is deemed to occur when title to the Leased Premises or possession thereof is acquired by another governmental authority, whichever first occurs. 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 is 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 will not terminate. However, the Lessee's obligation to pay rent as provided in Article III. above, will be adjusted accordingly. 13.3 All damages awarded for any taking described in this Article are the property of the Lessor. ARTICLE XIV. Total or Partial Destruction. 14.1 If, during the term of this Lease, the Leased Premises or a substantial part thereof is destroyed or so damaged by fire or other casualties so as to become unusable for livestock grazing purposes, then, at Lessee's option, the term hereby created will cease; and this Lease will become null and void from the date of such damage or destruction; and the Lessee must immediately surrender the Leased Premises and its interest therein to the Lessor. The Lessee must exercise such option to terminate this Lease by notice in writing delivered to the Lessor within thirty (30) days after such damage or destruction. The Lessee will continue to be liable to the Lessor for all rent accruing up to the date of termination of this Lease. If the Lessee does not elect to terminate this Lease, this Lease will continue in full force and effect. 14.2 If the Leased Premises are only slightly injured by fire or the elements so as not to render the same unusable for livestock grazing purposes, then the Lessor will repair the same with all reasonable speed. Lessee is not entitled to any compensation or off -set from or claim against the Lessor for any inconvenience or annoyance arising from the necessity of repairing any portion of the Leased Premises, however the necessity may occur. ARTICLE XV. Holding Over. 15.1 Any holding over after the expiration of the term of this Lease Agreement or any extended term thereof, with the written consent of the Lessor, will be construed as a tenancy from month -to -month on the same terms and conditions herein specified and at the same rental provided for herein. 11 ARTICLE XVI. Default of Lessee. 16.1 If any one or more of the following events (hereinafter referred to as "an event of default") happens: (a) The Lessee defaults in the due and punctual payment of the rent or any other amounts required to be paid hereunder and such default continues for three (3) business days after the receipt of written notice from the Lessor; or (b) The Lessee neglects or fails to perform or observe any of Lessee's obligations hereunder and the Lessee fails to remedy the same within five (5) business days after the Lessee receives written notice from the Lessor specifying such neglect or failure (or Lessee fails to begin such cure within said five (5) days and proceed with due diligence to complete said cure when the default if it is of such a nature that it cannot be cured within said five (5) day period); or (c) The Lessee: (i) is adjudicated as bankrupt or insolvent; (ii) files 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) makes an assignment of its property for the benefit of its creditors; or (d) The Lessee neglects or fails to perform or observe any of Lessee's obligations under this Lease within one hundred and eighty (180) days after prior notice of any such neglect or failure, whether or not such prior neglect or failure was remedied within the time period provided in subparagraph (a) or (b), above. Then, and in any one or more such events of default, the Lessor has the right, at its election and while any such event of default continues, 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 will cease; and this Lease will 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 property and 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 will 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 will not be relieved of its obligations and liabilities under the Lease, all of which will survive such repossession. In the event of such repossession, the Lessee must pay to the Lessor as current liquidated damages: 12 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. The Lessee must pay such damages to the Lessor within thirty (30) days after receiving written notice from the Lessor of such damages. If the Lessor must commence any action or proceeding to collect the foregoing amounts, or to enforce any other obligation of the Lessee under this Lease, the Lessor will be entitled to reimbursement for all costs and expenses and legal fees incurred in said matter, including reasonable attorney's fees. ARTICLE XVII. Attorneys Fees. 17.1 The Lessee agrees to 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, release 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 will 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, will 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 is subject to all the defenses, immunities, and limitations of the Colorado Governmental Immunity Act (Section 24-10-101, et seq.) and to 13 any other defenses, 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 to the other relating to this Lease Agreement must be hand -delivered or sent by registered or certified mail, return receipt requested, or by overnight commercial courier, addressed to, such other party at its respective addresses set forth below; and such notice or other communication will be deemed given when so hand -delivered or three (3) business days after so mailed, or the next business day after being deposited with an overnight commercial courier: If to the Lessor:. Natural Areas - Natural Resources Department City of Fort Collins Attn: Natural Resources Director P.O. Box 580 Fort Collins, CO 80522 With a copy to: City Attomey's Office City of Fort Collins P.O. Box 580 Fort Collins, CO 80522 If to the Lessee: Folsom Grazing Association, Inc. 570 E. County Rd. 64 Fort Collins, CO 80524 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 14 "hazardous substance" pursuantto Section 311 of the Federal Water Pollution Control Act (33 U.S.C. Section 1321); (v) .define.d as "hazardous waste" pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act (42 U.S.C. Section 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 must 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 will 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 a manner that complies with all laws regulating any such Hazardous Material and will protect and preserve the Leased Premises and any other property in a safe and environmentally sound condition; and that the Hazardous Material will not materially interfere with the Lessor's use of the Leased Premises or cause damage to said 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 will indemnify, defend, and hold the Lessor, and its officers and employee's, 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. Lessee's indemnification of the Lessor 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 must 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 Lessee will first obtain the Lessor's written approval of such action, which approval will 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. hereof. ARTICLE XXI. Time of the Essence. 21.1 Time is of the essence of this Lease Agreement and each and every provision 15 ARTICLE XXII. Access and Use By Lessor. 9 22.1 The Lessor, and its officers, employees, and any other person properly authorized by the Lessor, including members of the public, shall- at all times retain the right to enter upon and use the Leased Premises for any purpose. Lessee understands and agrees that Lessor is pursuing a partnership in which genetically pure and brucellosis -free bison may in the future be located on a portion of the Leased Premises. Lessor would coordinate such bison -grazing activity with Lessee through development of the Grazing Plan, and Lessee would have no responsibility or liability for activities or costs associated with such bison grazing unless otherwise agreed to by the parties. ARTICLE XXIII. Education. 23.1 The Lessee or appropriate employee of the Lessee will participate in education and outreach programs on an annual basis as outlined in Exhibit "C". The Lessee's participation will include discussions of ranching heritage, ranch management, and ecological services provided by ranches and livestock. ARTICLE XXIV. "AS -IS" Nature of Leased Premises. 24.1 The Lessee 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 fitness for a particular purpose of the Leased Premises; (f) the manner or quality of the construction or 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 16 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 alT 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. ARTICLE XXV. General Provisions. 25.1 Words of the masculine gender include the feminine and neuter gender; and when the sentence so indicates, words of the neuter gender refer to any gender. Words in the singular include the plural and vice versa. 25.2 This Lease Agreement is to be construed according to its fair meaning and as if prepared by both parties hereto and is deemed to be and contain the entire understanding and 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. 25.3 The Article headings used herein are for convenience of reference only and in no way define or limit the scope or intent of any provision under this Lease Agreement. 25.4 Subject to the provisions hereof, the benefits of this Lease Agreement and the burdens hereunder inure to and are binding upon the parties hereto and their respective heirs, administrators, successors, agents and permitted assigns. 25.5 This Lease will be governed by and its terms construed under the laws of the State of Colorado. Any judicial proceedings commenced by either party to enforce any of the obligations, covenants, and agreements contained herein, must be commenced in the Larimer County District or County Courts. 25.6 Nothing contained herein is deemed or should be construed by the parties nor by any third party as creating the relationship of principle and agent, a partnership or a joint venture between the parties, or an employment relationship between the parties, it being agreed that none of the provisions set forth herein nor any acts of the parties will be deemed to create a relationship between the parties other than the relationship of lessor and lessee. 25.7 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 does not operate as a waiver of 17 the exercise of such right or rights in the event of any subsequent breach by the Lessee, nor will the Lessee be relieved thereby from its obligations under the terms of this Lease Agreement. 25.8 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. 25.9 The remedies of the Lessor under this Lease are cumulative; no one of them should be construed as exclusive of any other or of any other remedy provided by law. 25.10 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 interfere with the Lessee's continuing use of the Leased Premises as provided in this Lease Agreement. 25.11 No act or thing done by the Lessor or the Lessor's officers or employees during the term hereof will be considered as an acceptance of the surrender of the Leased Premises, and no agreement to accept such surrender will be valid unless in writing signed by the Lessor. 25.12 .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, 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. 25.13 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. 25.14 If 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, condition, or provision will 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. 25.15 To the extent necessary to carry out all of the terms and provisions hereof, the said terms, obligations, and rights set forth herein survive and will not be affected by the expiration or termination of this Lease Agreement. 25.16 The parties 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. 25.17 Neither the Lessor nor the Lessee will 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. 25.18 This Lease Agreement will not be recorded. However, at the request of the Lessee, the Lessor and the Lessee will 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 mutually agree upon. 25.19 The obligations of the Lessor to commit or expend funds after calendar year 2010 are subject to and conditioned upon the annual appropriation of funds sufficient and intended to carry out said obligations by Lessor's City Council, in its sole discretion. If the City Council does not appropriate funds necessary to carry out any such obligations, the Lessor will notify the Lessee promptly of such non -appropriation. If such non -appropriation results in a material impairment of Lessee's right hereunder, the Lessee may terminate the lease, with no further recourse against the Lessor, by providing thirty (30) days written notice to Lessor. If Lessee does not exercise this termination right within sixty (60) days of receiving Lessor's notice of said non -appropriation, then Lessee waives its right to terminate the Lease pursuant to this section. 19 1.3.1 Lessee will notify Lessor at the commencement of this Lease whether Lessee intends to allow an employee to occupy the Residence and who that employee will be, and must notify the Lessor promptly any time an approved employee moves into or out of the Residence. 1.3.2 Lessor reserves the right to reject Lessee's proposed employee occupant of the Residence if the Lessor, in its sole discretion believes the employee will not be a suitable occupant. Any proposed occupant of the Residence must be willing to consent to a criminal background check. 1.3.3 If at any time Lessee has not designated an employee to live in the Residence, Lessor reserves the right to lease the Residence, for a time period in Lessor's discretion, to another tenant suitable to Lessor, which tenant will have access to the Residence on and across the Leased Premises via a route designated by Lessor. Lessor will notify Lessee of any such lease of the Residence. Article II. Term. 2.1 The term of this Lease is for a period of one (1) year, commencing as of 12 noon on the 1st day of January, 2011. The term of the Lease shall automatically renew each year for each of nine (9) additional successive years continuing until 12 noon on the 31 st day of December, 2020, unless terminated by operation of law or as otherwise provided in this Lease Agreement. Either party may cancel this Lease at any time upon one hundred eighty (180) days advanced written notice to the other. Article III. Rent. 3.1 Except as otherwise provided in this Lease, the Lessee will pay to the Lessor rent calculated each year based upon the formula of a pre -determined dollar amount for each animal unit grazed each month upon the Leased Premises (animal unit month or AUM) per year. The dollar amount for each AUM will be based on the total number of animal units (AUs) grazed on the property, as defined in Section 3.2, below. The AUM fee will be adjusted upward as the total number of AUs increases. For the first one-year term of this Lease, the amount of rent will be as follows: • Seven dollars and fifty cents ($7.50) per AUM for up to six hundred (600) AUs; • Nine dollars ($9.00) per AUM for each addition AU from six hundred and one (601) to seven hundred (700) AUs; • Ten dollars and sixty eight cents ($10.68) per AUM for each additional AU over seven hundred (700) AUs. As an example, if Lessee grazes 800 AUs for four months, rent would be calculated as follows: (600 x 4 x 7.50) + (100 x 4 x 9.00) + (100 x 4 x 10.68) = $25,872. In addition, upon each annual renewal of this Lease, the Lessor may, in its discretion, increase the dollar amounts per AUM by an amount not to exceed the Denver Boulder Greeley CPIU. The allowable length of time to graze the property will be determined annually as outlined in 2 IN WITNESS WHEREOF the parties hereto have caused this Lease Agreement to be executed the day and year first above written. LESSOR: THE CITY OF FORT COLLINS, COLORADO, A Municipal Corporation COL _ •. u► A. Atte erry, iUM ST: O . City Clerk APPRO Q�G7 ` CCU- `�'. Assista City Attorney LESSEE: FOLSOM GRAZING ASSOCIATION, INC. A Colorado corporation sy: President ATTE Corporate Secretary 20. EXHIBIT "A" Legal Description of Leased Premises on Soapstone Prairie Natural Area Township I 1 North, Range 68 West of the 6th P.M., Larimer County, CO Section 4: ALL Section 5: ALL Section 6: ALL Section 19: ALL Township 12 North, Range 68 West of the 6th P.M., Larimer County, CO Section 19: All in State of Colorado Section 20: All in State of Colorado Section 21: All in State of Colorado Section 28: ALL Section 29: ALL Section 30: ALL Section 31: ALL Section 32: ALL Section 33: ALL Township 11 North, Range 69 West of the 6th P.M., Larimer County, CO Section 1: ALL Section 2: ALL Section 3: ALL Section 4: SW4 ofNW4 and S2, NE 1/4 Section 10: ALL Section 11: SW '/, North ''/z of SE '/, south ''/z of NW %, West %2 of NE `/ , A PORTION OF THE E 1/2 OF THE NE 1/4 BEING MORE PARTICULARLY DESCRIBED AS: BEGINNING AT THE SE CORNER OF THE E 1/2 OF THE NE 1/4 OF SAID SECTION 11; THENCE N 010 13' 41" W, ALONG THE EAST LINE OF SECTION 11, A DISTANCE OF 485.68 FEET TO A POINT; THENCE N 54' 15' 46" W, A DISTANCE OF 211.52 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT, THE RADIUS OF SAID CURVE BEING 470.00 FEET, THE CENTRAL ANGLE OF SAID CURVE BEING 22° 06' 28", THE CHORD OF SAID CURVE BEARS N 43° 12' 32" W, A DISTANCE OF 180.23 FEET, THENCE ALONG THE ARC OF SAID CURVE A DISTANCE OF 181.35 FEET TO A POINT; THENCE N 320 09' 18" W, A DISTANCE OF 262.96 FEET TO THE BEGINNING OF A CURVE TO THE LEFT, THE RADIUS OF SAID CURVE BEING 530.00 FEET, THE CENTRAL ANGLE OF SAID CURVE. BEING 120 44' 34", THE CHORD OF SAID CURVE BEARS N 380 31' 35" W A DISTANCE OF 117.63 FEET, THENCE ALONG THE ARC OF SAID CURVE A DISTANCE OF 117.87 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; THE RADIUS OF SAID CURVE BEING 470.00 FEET, THE CENTRAL ANGLE OF SAID CURVE BEING 43° 30' 56", THE CHORD OF SAID CURVE BEARS N 23° 08' 24" W, A DISTANCE OF 348.44 FEET, THENCE ALONG THE ARC OF SAID CURVE A DISTANCE OF 356.96 FEET TO A POINT; THENCE N 01 ° 22' 56" W, A DISTANCE OF 891.51 FEET TO THE BEGINNING OF A CURVE TO THE LEFT, THE RADIUS OF SAID 21 CURVE, BEING 530.00 FEET, THE CENTRAL ANGLE OF SAID CURVE BEING 11° 05' 14", THE CHORD OF SAID CURVE BEARS N 06° 55' 33" W A DISTANCE OF 102.40 FEET, THENCE ALONG THE ARC OF SAID CURVE A DISTANCE OF 102.56 FEET TO A POINT; THENCE N 12' 28' 10" W, A DISANCE OF 270.73 FEET TO THE BEGINNING OF A CURVE TO THE LEFT, THE RADIUS OF SAID CURVE BEING 530.00 FEET, THE CENTRAL ANGLE OF SAID CURVE BEING 040 44' 56", THE CHORD OF SAID CURVE BEARS N 140 50' 38" W A DISTANCE OF 43.92 FEET, THENCE ALONG THE ARC OF SAID -CURVE A DISTANCE OF 43.93 FEET TO A POINT ON THE NORTH LINE OF THE E 1/2 OF THE NE 1/4 OF SECTION 11; THENCE WESTERLY ALONG SAID NORTH LINE 618 FEET, MORE OR LESS, TO THE NW CORNER OF THE E 1/2 OF THE NE 1/4 OF SAID SECTION 11; THENCE SOUTHERLY ALONG THE WEST LINE OF THE E 1/2 OF THE NE 1/4 OF SAID SECTION 11, 2676 FEET, MORE OR LESS, TO THE SW CORNER OF THE E 1/2 OF THE NE 1/4 OF SAID SECTION 11; THENCE EASTERLY ALONG THE SOUTH LINE OF THE E 1/2 OF THE NE 1/4 OF SAID SECTION 11, 1320 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING. Section 13: NE `/, SE '/, SW '/, West ''/z of NW Section 14: NW '/. NE '/, SE '/ Section 15: NE '/, North'/ of NW '/ Section 24: East 'h of NW 1/4, West''/2 of NE '/ Township 12 North Range 69 West of the 6th P.M. Larimer County, CO Section 20: All in State of Colorado Section 21: All in State of .Colorado Section 22: All in State of Colorado Section 23: All in State of Colorado Section 24: All in State of Colorado Section 25: ALL Section 26: ALL Section 27: ALL Section 28: ALL Section 29: ALL Section 32: ALL Section 33: ALL Section 34: ALL Section 35: ALL Section 36: ALL 22 (c) The Lessee must, upon termination of any occupancy by an Occupant, restore the Residence to as good or better condition as it was in at the time the Occupant first occupied the Residence. 6. Conduct. (a) Pets: Occupant is allowed to keep the following pets. Dogs: Occupant is allowed to keep up to four (4) dogs at the Residence, so long as those dogs are working animals that assist Occupant in his work for Lessee, and are not allowed to roam at -large on the surrounding Soapstone Prairie Natural Area. Cats: No more than two (2) cats may be kept as barn cats, which must be spayed or neutered. Horses: Occupant may keep up to four (4) horses in the corrals adjacent to the Residence, provided such horses are working animals used in Lessee's work on the Leased Premises. Cows: up to six (6) pairs. Any additional pets require the prior written consent of the Lessor. Since these pets are kept in conjunction with the Occupant's responsibilities as an employee of the Lessee, Lessee may determine the extent to which the Occupant may make use of facilities (barns, outbuildings, corrals, etc) on the Leased Premises that are not part of the Residence for fiousing such pets. Animals not belonging to Lessee or Occupant may not be kept or boarded at the Residence. Dogs, cats and horses may not be bred on the Leased Premises. If hay is to be fed to animals, Occupant must feed certified weed free hay. (b) Smoking: The Residence is rented as smoke -free and Lessee agrees not to permit smoking in or near the Residence and to insure that Occupant's guests adhere to the non- smoking policy. 7. Utilities. The Lessee is responsible for ensuring the payment of all utilities, including, but not limited to, electricity, water, sewer, trash services, cable services and phone services occasioned by Occupant's use of the Residence. Under no circumstances may anyone burn of trash on the Premises. 8. Right of Inspection. The Lessor has the right at all reasonable times to enter the Residence for the purpose of inspecting the Residence and all buildings, grounds and improvements thereof. The Lessor will notify the Lessee orally or in writing in any reasonable manner at least twenty-four (24) hours prior to such visit. This notice requirement does not apply in the event of an emergency reasonably requiring Lessor access to the Residence. 9. Total or Partial Destruction. If the Residence or any part thereof is destroyed or so damaged by fire or other casualty as to become untenantable, then, at the option of the Lessor, Lessee's right to use the Residence will cease; and the Lessee must immediately surrender the Residence and its interest therein to the Lessor; provided, however, that the Lessor must exercise 24 such option to so terminate Lessee's right to use the Residence by notice in writing delivered to the Lessee within thirty (30) days after such damage or destruction. Or, the Lessor may elect to repair the Residence, in which case Lessor will do so with all reasonable speed, placing the same in as good a condition as it was at the time of the damage or destruction and for that purpose may enter upon the Residence. In either event, the Lessee must remove all rubbish, debris, furniture, furnishings, equipment and other items of personal property within five (5) days after request being made by the;Lessor. If the Residence is only slightly injured by fire or the elements so as to not. render the, same untenantable and unfit for occupancy, then the Lessor will repair the same with all reasonable speed. The Lessee and any Occupant occupying the Residence through Lessee will have no claim for compensation or otherwise against the Lessor because of any inconvenience or annoyance arising from the necessity of repairing any portion of the Residence, however the necessity may occur. 10. Insurance. Lessee may provide or ensure that any Occupant of the Residence procures, pays for and keeps in full force and effect a policy of renter's property insurance covering all of the Lessee's and Occupant's equipment, appliances, furniture, furnishings and personal property from time to time in, on or at the Residence. If neither Lessee nor Occupant procures renter's insurance as described above, the City will not be responsible for any uninsured loss of property belonging to Lessee or Occupant and kept at the residence, and Lessee will indemnify and hold the City harmless against any claims for such loss. 11. Indemnification. Lessee agrees to indemnify and hold harmless the Lessor against all damages, claims, liabilities for injury or damage to person, property or whenever and by whomever brought and causes of action arising from or in anyway relating to the Occupant's possession or use of the Residence. Attachments: 1. Residence 2. Lead -Based Paint Disclosure 25 E§ Ar F5N'R ,a r; � e € Cp Y ! gy xg 6 yt'�r .. 1.of a,, �1; I 5 I S a r 6q i� �u� I `R _ a K i H X1. L '1. „W E "'-$' P i - [ 7 I i s?F�4ml p P : I a 1. ��y-Al ]ad @,` �ti f- C 4 � �� P EWefl�r "€§ >Ir a t a L 3 f'7j4 E- A � 7� I s � . � #ii c � S u All =t t s m - i s 4�'t� S r� L P o- .Y1. R , ,, r�f'a�G uI.,,g € �I�xa tl.€ 12— .. qF k �� efa SK C rz5 4 E R , '� _� - Y F �. aas �>. ra�f� d a�i' C } ! �j,r I a a E� `� a f [r f 1f/�f� fl '" u'�CI 5° � — •. a F� r i. y l fle' L: ISiRi T,�6 FI. - - l tt 2µ #I €tip. RR p: K i tZ �d'.fn ..i f I vAzKg'6 h S yl ,� t r ii _I E I �6J''rag. �" e €*a a,'.' yl ,S I: • ll d.. 51 � It � f ,� 4E_ h {J r a c I ,a t e .. 6 ❑ I r # .� [ 4, ! 1 .r A r r ,€ `j Sri . R[ Sna>..3� _ � a i- + " [*may - •w`W. h.?` u.t� . �'' ••-r �! fr ,.; I. { I r {. .� h �, M 1 i 31! •A 1 {{ .^ [ ? F f 37[ �r - E� Rt ', pry +: �al E t''1 d I °I r al b t d FYI I. 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L.. ,.tl , .. - �) E _ Disclosure of Information on Lead -Based Paint and/or Lead -Based Paint Hazards Lead Warning Statement Housing built before 1978 may contain lead -based paint Lead from paint paint chips, and dust can pose health hazards If not managed properly. Lead exposure is espedalty harmful to young children and pregnant women. Before renting pre-1978 houslng� lessors must disclose the presence of known lead -based paint and/or lead -based paint hazards In the dwelling. Lessees must also receive a federally approved pamphlet on lead poisoning prevention. _ Lessor's Disclosure (a) Presence of lead -based paint and/or lead -based paint hazards (check (1) or (ii) below): Q) Known lead -based paint and/or lead -based paint hazards are present in the housing (explain). (11) X Lessor has no knowledge of lead -based paint and/or lead -based paint hazards in the housing (b) Records and reports available to the lessor (check (i) or (il) below): (i) Lessor has provided the lessee with all available records and reports pertaining to lead -based paint and/or lead -based paint hazards in the housing (list documents below). (ii) _�L Lessor has no reports or records pertaining to lead -based paint and/or lead -based paint hazards in the housing. Lessee's Acknowledgment (initial) (C) Lessee has received copies of all information fisted above. (d)_ Lessee has received the pamphlet Protect Your Family from Lead in Your Home Agent's Acknowledgment (initial) (e) Agent has Informed the lessor of the lessors obligations under 42 LIS.0 4852d and is aware of his/her responsibility to ensure compliance. Certification of Accuracy The following parties have reviewed the information above and certify, to the best of their knowledge, that the information they have provided is true and accurate_ THE CITY OF FORT COLLINS, COLORA 0, A MUNICIPAL CORPORATION Bv- ., I , Lessor Date Date Agent IDate Agent Date Article IV. The parties will determine the number of AUMs and the amount of rent for each one year term of the lease as part of the development of the Grazing Plan described in Section 4.3, below. Lessee will pay the total annual rental for each one year term of this Lease, without demand or notice, as follows: thirty percent (30%) of the total due and payable on May 15 and severity percent (70%) on December 1 of each year. 3.2 For°purposes of this Lease, an animal unit (AU) shall be defined as follows: 1. A cow and unweaned calf pair shall constitute one (1) animal unit. 2. A mature bull shall constitute one and one-half (1.5) animal units. 3. A yearling shall constitute one (1) animal unit. 4. A horse shall constitute one and one-half (1.5) animal units. 5. Five (5) sheep or goats shall constitute one (1) animal unit. 6. A bison cow shall constitute one (1) animal unit. 7. A bison bull shall constitute one and one-half (1.5) animal units. 8. AU equivalent for any other animal type will be determined by Lessor. 3.3 Lessee will make all payments of rent at such place as the Lessor may, from time to time, designate in writing. For the present, the Lessor designates City of Fort Collins Natural Resources Department, Attn: Natural Areas Financial Coordinator, 215 North Mason Street, P.O. Box 580, Fort Collins, Colorado 80522, as the place for the making of rental payments. All such rent must be paid in current legal tender of the United States as the same is then by law constituted. If Lessor extends the time for the payment of any installment of rent or accepts any money other than of the kind herein specified, Lessor by doing so does not waive its right 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 Lessor determines that the grazing conditions of the Leased Premises warrant it, whether such conditions are caused by drought, pestilence, insect infestation or any other circumstance beyond Lessor's control, the Lessor may reduce the agreed -upon number of AUMs per year to that number that Lessor determines is appropriate under the then -existing grazing conditions. In such event, Lessor agrees that Lessee's rental payment due in May or December shall be reduced in proportion to the reduction in AUMs per year. If favorable grazing conditions exist, and the Lessor determines that conservation objectives will not be negatively impacted by additional grazing, the Lessor may increase the numbers of AUMs per year . to a number that Lessor determines is appropriate under the then -existing grazing conditions. In such event, Lessee agrees that Lessee's rental payment due in May or December shall be increased in proportion to the increase in AUMs per year. 3.5 If Lessee fails 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 may use the Leased Premises for livestock grazing purposes only, as outlined in Exhibit "C" attached hereto and incorporated herein by reference (hereinafter referred to as "Scope of Work"); except as otherwise provided in this Lease. The lease does not allow for feeding of livestock outside of the corrals, private or commercial recreational rights, hunting, shooting, trapping or poisoning of wildlife of any kind, or control of prairie dogs. All pets must be on a leash, caged or fenced, with the exception of two spayed cats, which may roam freely around the ranch headquarters to control mice, and dogs owned or controlled by the Lessee and used for ranching activities such as the herding of livestock. Only licensed vehicles involved in ranching activities are allowed beyond the ranch headquarters and are to remain on existing established roads . identified by the Lessor as open for grazing -related access. Unlicensed vehicles are prohibited except that ATVs used for ranching activities may be used on or off established roads, but only with Lessor's express written permission. Even with such permission, Lessee must keep off road ATV use to an absolute minimum. Lessor will provide to Lessee on an annual basis maps and documents identifying the acceptable roads and routes that Lessee may use for travel with vehicles and ATVs. Lessor may update these maps and documents from time to time at Lessor's sole discretion, and any such updates shall be effective when delivered to the Lessee's President and/or the Ranch Manager in the manner described in Article XIX. 4.2 Grazing may begin with certain restrictions on June 1 of each year; and must end by November 15, unless moisture conditions and forage availability allow or require modification of time, dates, or stocking rates. If Lessor believes modification is necessary, the Lessor, in consultation with the Lessee, will determine modified grazing dates and stocking rates. The Lessor reserves the right to make the final decision in accordance with the terms of this Agreement. 4.3 Lessee and Lessor will annually work together in a collaborative effort to develop a "Grazing Plan" for the Leased Premise, which plan includes stocking rates, grazing initiation and ending dates, animal unit months for each pasture, and grazing rotation plans. If the parties have not developed a Grazing Plan for each year's grazing season by May 1 of that year, Lessor will determine the Grazing Plan for that year, and Lessee agrees to comply with it. 4.4 Lessee and Lessor will work in a collaborative effort to develop grant proposals to implement the grazing plan. Grant efforts may include payment or reimbursement for infrastructure costs, marketing programs, ecosystem service studies and/or other grazing related management activities. 4.5 The Lessor reserves the right to perform management activities at any time during the year including the grazing season. Any management activity that has the potential to influence stocking rates or grazing dates will be coordinated with the Lessee. 4.6 Lessee acknowledges that the Leased Premises is a City of Fort Collins Natural Area that is open to the public annually from March 1 through November 30. The Lessor reserves the right to open or close any portion of the Leased Premises to public use at any time during this Lease. Lessor will coordinate any modification to stocking rates, grazing dates, and grazing rotations with the Lessee. 4.7 The Lessee must not use the Leased Premises in any way that violates any applicable law, statute, ordinance, rule, or.regulation of any governmental entity or body. 0 4.7.1 All cattle moved into Colorado from any other state or country must strictly adhere to all Colorado Department of Agriculture and U.S. Department of Agriculture regulations for animal movement into and within Colorado. 4.8. The Lessee must not permit or suffer the use of, or presence on, the Leased Premises by: (1) the general public, except for members of the public using the Soapstone Prairie Natural Area in accordance with the City of Fort Collins Code and Natural Areas regulations and policies, or by (2) any persons other than Lessee's employees or agents, who are permitted to occupy or use the Leased Premises only to the extent required to carry out the purposes of the Lease. 4.9 The Lessee is responsible for security activities on the Leased Premises, including but not limited to the following: • Answer visitors' questions about the natural area and natural areas rules and regulations if Lessee's employees are approached on Soapstone Prairie Natural Area. • Call for emergency response when necessary. • Inspect fencing, gates, Roman House, Gate Station and other structures or areas prone to security breeches. • Report suspicious activity including suspicious vehicles, persons or activities on site, in prohibited areas or in close proximity to site boundary (e.g., access roads). • If Lessee has an employee living in the Ranch Residence on the Leased Premises, provide after-hours contact and response to Fort Collins dispatch and emergency personnel. • If Lessee has an employee living in the Ranch Residence on the Leased Premises, provide surveillance of site including parking lots, gate security after hours on an occasional basis or as requested by staff. • Communicate promptly with appropriate authorities to request assistance or to report an incident when suspicious and/or illegal activity or security breech has occurred. This may include Natural Areas Rangers or other Natural Areas personnel, Larimer County Sheriff, Colorado Division of Wildlife or other appropriate authorities. Lessee's employees or agents may be required to complete a written statement. • Perform other related duties as requested on an occasional basis. ARTICLE V. Maintenance and Repairs. 5.1 The Lessee must maintain and keep, in orderly condition and in a good state of repair all of the Leased Premises and all grazing -related improvements located thereon, whether existing as of the date of this Lease or added thereafter, including, but not limited to: boundary and interior fences and gates; all livestock watering facilities including but not limited to windmills, stock tanks, corrals; and any buildings Lessee uses constituting part of the ranch headquarters. Maintenance of watering facilities includes filling stock tanks prior to grazing activities and draining them, along with other water system infrastructure, upon completion of the grazing season. Lessee and Lessor will share maintenance responsibilities for buried water pipes and pumps. The Lessee is not responsible for maintenance or repair of public Natural Areas facilities. x, 5.2 The Lessee is only responsible for maintenance and repairs that are ordinary and. routine in nature. Lessee will promptly notify Lessor of needed maintenance and repairs to the Leased premises that are extraordinary or major in nature. (see also Article VI. Alterations and Improvements). 5.3 The Lessor is responsible for the reasonable cost of all materials necessary for both routine and extraordinary maintenance and repairs. Lessee is responsible for the costs of all labor for ordinary and routine maintenance and repairs. For maintenance and repairs to the Leased Premises that are necessary and are extraordinary or major in nature, the Lessee is responsible for up to One Thousand Dollars ($1,000.00) in labor. Any additional labor is the Lessor's responsibility. 5.4 All maintenance and repairs to the Leased Premises required of the Lessee must be made promptly and when necessary. In addition, all such maintenance and repairs must 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. 5.5 The Lessee must 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 and State of Colorado. Any equipment, materials or supplies that Lessee brings onto the Leased Premises must be kept under cover (except large equipment such as vehicles and trailers) in a location acceptable to the Lessor and removed from the Leased Premises when no longer needed. Any trash, junked equipment or waste materials generated from Lessee's maintenance and repair activities on the Leased Premises must be stored under cover or removed promptly from the Leased Premises. The Lessee must 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 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. 5.6 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 is not 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. Lessee will then pay such amount to the Lessor 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 must not make alterations, additions, improvements or changes to the Leased Premises, or the improvements located thereon, without the prior written approval of the 0 Lessor. Any such alterations, additions, improvements, or changes approved by the Lessor must be done by the Lessee in a good`and workmanlike manner and in compliance with all applicable building and zoning laws, and 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. If the Lessee wishes to make additions or improvements to the Leased Premises beyond what is required for maintenance and repair as described in Article V, the Lessee will be responsible for the cost of such additions and improvements unless the parties agree to a cost -sharing arrangement. 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. 6.3 The Lessee is responsible for construction and maintenance of any temporary fencing necessary to exclude livestock from an area to facilitate rotational grazing. Unless otherwise agreed by the parties in writing, Lessor will provide all materials necessary for the construction and maintenance of grazing exclosures, and such exclosures will be Lessor's property. Responsibility for the costs of constructing and maintaining temporary fencing for rotational grazing, and ownership of such fencing, will be determined between the parties on a case -by -case basis. 6.4 The Lessor reserves the right, from time to time (without invalidating or modifying this Lease)'to make alterations, changes and additions to the land and improvements that constitute the Leased Premises. 6.5 At the end of the term of this Lease, all fixtures, equipment, additions and alterations will remain the property of the Lessor, except as otherwise provided under the terms of this Lease. However, the Lessor may require the Lessee to remove any or all such fixtures, equipment, additions and alterations and restore the Leased Premises to the condition that existed immediately prior to such change and installation, normal wear and tear excepted, all at the Lessee's cost and expense. All such work must be done in a good and workmanlike manner and consist of new materials unless otherwise agreed to by the Lessor. ARTICLE VII. Covenant of Title and Quiet Enjoyment A 7.1 The Lessor covenants that it is well seized of and has good title to lease the Leased Premises and does warrant the title thereto except and subject to the following: a. All easements, covenants, reservations, restrictions, rights -of -way, and prescriptive or adverse rights, 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; and 7 d. All oil, gas or other mineral reservations or exceptions of record. k> ARTICLE VIII. Insurance. 8.1 The Lessee, at its sole cost and expense, must procure, pay for, and keep in full force and effect workers compensation insurance 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, must 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 One Million Dollars ($1,000,000.00) covering bodily injury, including death to persons, personal injury, and property damage liability arising out of a single occurrence. Such coverage must 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 must also include comprehensive automobile liability insurance and coverage for such other risks as are customarily required by private institutional mortgage lenders with regard to 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 must name the Lessee as an insured and name the Lessor as an additional insured on the policy. The policy or policies must 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 must furnish a certified copy or duplicate original of such policy or renewal thereof with proof of premium payment to the Lessor. Any such policy must contain waivers of subrogation and waivers of any defense based on invalidity arising from any act or omission of any assignees or subleases of the Lessee. 8.4 No policy of insurance required by this Article VIII can include a deductible clause in an amount greater than Ten Thousand Dollars ($10,000.00). 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 must 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 In 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 must reimburse the Lessor for the costs of such insurance within thirty (30) days of being billed. ARTICLE IX. Utilities. I [This Article intentionally'omitted.] ARTICLE X. Signs. 10.1 The Lessee must not affix, erect, or maintain on the Leased Premises any sign or placard without obtaining the Lessor's prior written approval. The costs of erection and maintenance of such sign or placard are the sole responsibility of the Lessee. In addition, any sign or placard approved by the Lessor must comply with all state and county laws, rules, and regulations. ARTICLE XI. Subletting and Assignment. 11.1 The Lessee may 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 Lessor. Lessor's 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 will be null and void. The Lessor's consent to any such assignment does 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 Lessee assigns this Lease or sublets or allows anyone other than the Lessee to occupy the Leased Premises or any part thereof without the prior written consent of the Lessor as required in paragraph 11.1 above, the Lessor may terminate this Lease, or 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 its obligations under this Lease. 11.3 The above notwithstanding, Lessee is responsible for arranging either a grazing sublease or grazing services contract with a firm acceptable to Lessor that is capable of providing sheep and/or goat grazing on the Leased Premises (the'.' Grazing Contractor"). 11.3.1 The Lessee and Grazing Contractor will enter into a sublease agreement or services contract in a form acceptable to the Lessor (the "Sublease or Contract"). The 0