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HomeMy WebLinkAboutRFP - P992 SOAPSTONE GRAZING LEASEAdministrative Services Purchasing Divison 215 North Mason Street y 2nd Floor y P.O. Box 580 y Fort Collins, CO 80522-0580 y (970) 221-6775 y Fax (970) 221-6707 www.fcgov.com ADDENDUM No. 1 SPECIFICATIONS AND CONTRACT DOCUMENTS Description of RFP: P992 Soapstone Grazing Lease OPENING DATE: 3:00 P.M. (Our Clock) July 8, 2005 To all prospective bidders under the specifications and contract documents described above, the following changes are hereby made. Please find attached: Pre-Proposal Attendance Sheet HQ Pasture Detail Map Note: Full sized copies of the Soapstone Prairie Natural Area Map are available by calling 970-221-6775. CHANGES AND CLARIFICATION: • Grazing Lease Agreement Article XXV is omitted. • Rotation of pastures to control larkspur is the responsibility of the lessee and should be addressed in your response to the request for proposal. • Ranch improvements and changes to the Canyon pasture for better access to water should be addressed in your response to the request for proposal. • Rest phase – addressed by reducing AUM’s or fencing. • AUM Defined: o A yearlings weighing 1000lb. shall constitute one (1) animal unit. (Other yearlings will be addressed on a sliding scale with 1000lb. equaling 1 unit, 900lbs equal .9 unit, etc.) o Animal units are defined in the RFP. To calculate AUM’s divide the allowable AU by the number of months you plan to have cattle in the grazing unit. For example, L&R is 1000 AU’s; if you plan to graze 3 months, stocking rate will be 333 animal units. • You should respond to the request for proposal as written and then provide alternative options. • Daily log should be maintained including rain gauge readings showing amount and distribution of precipitation on the ranch. • Fence repair should be done to adequately hold the livestock proposed for the grazing lease. • County road 15 access the City is trying to improve. • Multiple ranchers can combine to respond to the request for proposal. There must be a lead person and entity to enter into the contract with the City. RECEIPT OF THIS ADDENDUM MUST BE ACKNOWLEDGED BY A WRITTEN STATEMENT ENCLOSED WITH THE BID/QUOTE STATING THAT THIS ADDENDUM HAS BEEN RECEIVED. Administrative Services Purchasing Divison 215 North Mason Street y 2nd Floor y P.O. Box 580 y Fort Collins, CO 80522-0580 y (970) 221-6775 y Fax (970) 221- 6707 www.fcgov.com REQUEST FOR PROPOSAL P992 Soapstone Grazing Lease Written proposals, five (5) will be received at the City of Fort Collins' Purchasing Division, 215 North Mason St., 2nd floor, Fort Collins, Colorado 80524. Proposals will be received before 3:00 p.m. (our clock), July 8, 2005. Proposal No. P992. If delivered, they are to be sent to 215 North Mason Street, 2nd Floor, Fort Collins, Colorado 80524. If mailed, the address is P.O. Box 580, Fort Collins, 80522-0580. A pre-proposal meeting will be held at 8:30 A.M. on June 20, 2005 in conference room 2A with a tour of the site to following the meeting. Questions concerning the scope of the project should be directed to Project Manager Daylan Griggs 970-416-2814. Questions regarding proposals submittal or process should be directed to James B. O’Neill, II, CPPO, FNIGP (970) 221-6775. A copy of the Proposal may be obtained as follows: 1. Call the Purchasing Fax-line, 970-416-2033 and follow the verbal instruction to request document #30992. 2. Download the Proposal/Bid from the BuySpeed Webpage, https://secure2.fcgov.com/bso/login.jsp 3. Come by Purchasing at 215 North Mason St., 2nd floor, Fort Collins, and request a copy of the Bid. Sales Prohibited/Conflict of Interest: No officer, employee, or member of City Council, shall have a financial interest in the sale to the City of any real or personal property, equipment, material, supplies or services where such officer or employee exercises directly or indirectly any decision-making authority concerning such sale or any supervisory authority over the services to be rendered. This rule also applies to subcontracts with the City. Soliciting or accepting any gift, gratuity favor, entertainment, kickback or any items of monetary value from any person who has or is seeking to do business with the City of Fort Collins is prohibited. Collusive or sham proposals: Any proposal deemed to be collusive or a sham proposal will be rejected and reported to authorities as such. Your authorized signature of this proposal assures that such proposal is genuine and is not a collusive or sham proposal. The City of Fort Collins reserves the right to reject any and all proposals and to waive any irregularities or informalities. Sincerely, James B. O'Neill II, CPPO, FNIGP Director of Purchasing & Risk Management Administrative Services Purchasing Divison 215 North Mason Street y 2nd Floor y P.O. Box 580 y Fort Collins, CO 80522-0580 y (970) 221-6775 y Fax (970) 221- 6707 www.fcgov.com REQUEST FOR PROPOSAL P992 Soapstone Grazing Lease Written proposals, five (5) will be received at the City of Fort Collins' Purchasing Division, 215 North Mason St., 2nd floor, Fort Collins, Colorado 80524. Proposals will be received before 3:00 p.m. (our clock), July 8, 2005. Proposal No. P992. If delivered, they are to be sent to 215 North Mason Street, 2nd Floor, Fort Collins, Colorado 80524. If mailed, the address is P.O. Box 580, Fort Collins, 80522-0580. A pre-proposal meeting will be held at 8:30 A.M. on June 21, 2005 in conference room 2A with a tour of the site to following the meeting. Questions concerning the scope of the project should be directed to Project Manager Daylan Figgs 970-416-2814. Questions regarding proposals submittal or process should be directed to James B. O’Neill, II, CPPO, FNIGP (970) 221-6775. A copy of the Proposal may be obtained as follows: 1. Call the Purchasing Fax-line, 970-416-2033 and follow the verbal instruction to request document #30992. 2. Download the Proposal/Bid from the BuySpeed Webpage, https://secure2.fcgov.com/bso/login.jsp 3. Come by Purchasing at 215 North Mason St., 2nd floor, Fort Collins, and request a copy of the Bid. Sales Prohibited/Conflict of Interest: No officer, employee, or member of City Council, shall have a financial interest in the sale to the City of any real or personal property, equipment, material, supplies or services where such officer or employee exercises directly or indirectly any decision-making authority concerning such sale or any supervisory authority over the services to be rendered. This rule also applies to subcontracts with the City. Soliciting or accepting any gift, gratuity favor, entertainment, kickback or any items of monetary value from any person who has or is seeking to do business with the City of Fort Collins is prohibited. Collusive or sham proposals: Any proposal deemed to be collusive or a sham proposal will be rejected and reported to authorities as such. Your authorized signature of this proposal assures that such proposal is genuine and is not a collusive or sham proposal. The City of Fort Collins reserves the right to reject any and all proposals and to waive any irregularities or informalities. Sincerely, James B. O'Neill II, CPPO, FNIGP Director of Purchasing & Risk Management P992 Soapstone Grazing Lease SCOPE A. Project Description Soapstone Prairie Natural Area is located in northern Larimer County, just south of the Colorado/Wyoming border and approximately five miles west of I-25. The portion of Soapstone Prairie Natural Area included for the purpose of this Request for Proposals consists of approximately 16,450 acres divided into 8 pastures and includes a ranch house located in the northeast portion of the property. Please refer to Attachment A for location of pastures, water tanks, and ranch buildings. B. Project Specifics The City of Fort Collins is soliciting proposals for the purpose of leasing Soapstone Prairie Natural Area for seasonal livestock grazing for a period of 3 years beginning in May 2006 and ending in October 2008. Annual grazing season dates are detailed below. The City of Fort Collins currently is preparing a management plan for Soapstone Prairie Natural Area with an expected completion date in 2009. A second RFP for seasonal grazing may be advertised in June 2008 for a longer period of time beginning in May 2009. Grazing may begin May 15 and end Oct 15 unless moisture conditions and forage availability requires modification of time, dates, or stocking rates. If modification is necessary, the City of Fort Collins, in consultation with the lessee, will determine modified grazing dates and stocking rates. The City of Fort Collins reserves the right to make the final decision. The City of Fort Collins 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. A short and long-term monitoring program will be initiated in 2005 to document change in plant cover, plant species diversity, residual cover, biomass removal, and soil stability in grazed and ungrazed conditions. Ungrazed condition may be represented by grazing exclosures placed within each grazing unit. Grazed condition will be represented within each grazing unit outside of the grazing exclosures. The total acres in each pasture shall be reduced by 10 acres to accommodate grazing exclosures. City of Fort Collins staff will be responsible for placement of exclosures and data collection. The lessee will be required to conduct in cooperation with City of Fort Collins staff, a short term monitoring program as outlined in Herrick etal. 2005. Monitoring manual for grassland, shrubland, and savanna ecosystems. Vol 1. USDA-ARS Jornada Experimental Range (see Attachment B). Data are to be gathered on a weekly basis for all pastures (grazed and ungrazed). Grazing units and AUM/unit will be estimated one year in advance and adjustments made prior to the start of the grazing season. These adjustments may increase or decrease allowable AU’s and will be based on precipitation, information from previous years monitoring programs, and anticipated forage production. In no case shall the lessee be allowed to remove more than 50% of annual biomass in any given pasture in any grazing season. The property is divided into 8 grazing units, as shown on Attachment A; acres are approximate: Brannigan 3758 ac L&R 4716 ac Jack Springs 3204 ac East Canyon 1162 ac West Canyon 1395 ac Meadow 707 ac HQ 241 ac State Line 751 ac The total number of animal units (AU) allowed within each pasture along with a general grazing season structure are listed below. Pastures can be divided or combined for the purpose of developing a grazing rotation. However, a detailed explanation for combining or dividing pastures must be provided along with a determination that adequate water supplies and fences exist. Lessee is responsible for the construction and maintenance of any temporary fence necessary to exclude cattle from an area or to facilitate rotational grazing. Brannigan, L&R, Jack Springs Pastures L&R 1000 AU Jack Springs 825 AU Brannigan 900 AU Grazing may be initiated in one (1) pasture May 15 and may continue until August 1. Grazing in the remaining two (2) pastures may be initiated June 1 and shall not be grazed more than three (3) months during the time period of June 1 to October 15. No pasture shall be selected for a May 15 start for consecutive years. East Canyon, West Canyon, Meadow, HQ, State Line East Canyon 270 AU West Canyon 325 AU Meadow 175 AU State Line 210 AU HQ 60 AU Grazing may be initiated in two (2) pastures June 1. Grazing in the remaining three (3) pastures may be initiated August 15. No pasture shall be selected for a June 1 start for consecutive years. No pasture shall be grazed more than three (3) months during the time frame of June 1 to October 15. Grazing in all pastures shall end on or before October 15. Rest Phase Approximately five percent (5%) of the total area available for grazing shall be rested each grazing season. This 5% (approximately 800 acres) shall be in one contiguous block and shall be selected annually in consultation with the Lessor. Adjustments to animal units will be based on the range type(s) within the rested area. The parties may be written agreement on an annual basis choose instead to reduce grazing in any one pasture by 5% of the total available animal units or approximately 185 AU. Dalmatian Toadflax Provide a plan to control the spread of Dalmatian toadflax. This can include the use of sheep and goats, grazing intensity and timing, and other control efforts. If necessary, please provide a detailed budget (materials and labor) for the control effort. Also include the monitoring technique you will use to document control. AUM Defined For the purpose of this RFP an animal unit is defined as: 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 shall constitute one (1) animal unit. 6. A bison cow constitutes one (1) animal unit 7. A bison bull constitutes one and one-half (1.5) animal units. Requested Proposal Using the conditions outlined above, propose a detailed grazing rotation and timing plan in response to the RFP. This plan shall include initial stocking rates, anticipated grazing dates (start and end), pasture rotations, rest phase option and location, and placement of any temporary fencing. Also, as stated above, if pastures are combined or divided, a detailed explanation for this action is required. This must include an analysis of water availability in terms of distribution of water sources as well as adequate quantities of water. The proposal shall also include a description of how Soapstone Prairie Natural Area will be incorporated into your overall ranching operation. Other Conditions Describe what resources you have available to meet the conditions below: 1. Applicants submitting proposals must have extensive experience in managing seasonal livestock grazing operations of at least 400 animal units. Please provide a description of your experience. 2. The lessee or an employee of the lessee must serve as the ranch manager and occupy the house provided at Soapstone Prairie Natural Area. Occupation must be for the entire term of the lease. Utilities will be paid by lessee. Please provide the name of the occupant and their responsibilities related to the grazing lease. 3. The ranch manager is responsible for site security that includes closing gates, reporting trespass or other violations to the City of Fort Collins, Natural Areas Program – Land Manager, and in certain instances, the Larimer County Sheriff. 4. The lessee or employee of the lessee will participate in 6 public tours each year. The lessee’s participation will include describing ranching operations on Soapstone Prairie Natural Area as well as the history of ranching in the area. Please provide the name(s) of the person participating in the public tours and their knowledge of ranching operations in the area. 5. Lessee is responsible for maintenance of all boundary and interior fences, gates, and all aspects of livestock watering facilities including but not limited to windmills, buried water pipe, pumps, and stock tanks. This includes filling tanks prior to grazing as well as draining the tanks and water delivery systems in the fall. Describe your experience in performing these tasks in general and specific to Soapstone Prairie Natural Area. Also propose a budget for anticipated expenses that includes a description of the financial responsibility of each party. 6. Lessee is responsible for the construction and maintenance of any temporary fence necessary to exclude cattle from an area or to facilitate rotational grazing. This does not include the construction of grazing exclosure used for monitoring purposes. 7. Lessee is responsible for maintaining a daily log of all weather events to include precipitation amounts, and daily high and low temperature. 8. Lessee is responsible for recording number of animal units per day in each pasture. This includes the date entered and removed from the pasture. 9. Lessee is to identify any necessary ranch improvements along with a proposal to accomplish the improvement. This will include an estimate for material and labor as well as who will be responsible for project management. Also propose a budget describing the financial responsibility of each party. 10. 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. Respondent must identify how they will follow all pertinent regulations. 11. Lessee is responsible for short term monitoring program as outlined in Herrick etal. 2005. Monitoring manual for grassland, shrubland, and savanna ecosystems. Vol 1. USDA-ARS Jornada Experimental Range. Please provide the name of the person responsible for this activity. Selection Criteria 1. The number of ranching or farming acres within Colorado owned by the respondent, listed by county, or if a grazing association, the number of acres of each association member listed by county. (1-15) 2. Adequate resources to meet the terms of the lease (1-15). 3. Ability to adhere to an adaptive grazing management program. Can you be flexible in grazing dates, and stocking rates with some advanced notice? Are there other pastures that you can take cattle to if necessary? (1-20) 4. Is the response innovative in developing grazing rotations, Dalmatian toadflax control, ranch improvements etc. (1-20) 5. Respondent’s familiarity with Soapstone Prairie Natural Area. (1-15) 6. Proposed compensation ($/AUM) to the City of Fort Collins. (1-15) Additional Information • Attachment A. Soapstone Prairie Natural Area Map -pasture areas -water sources -house and ranch buildings -fences and gates • Attachment B. Herrick etal. 2005. Monitoring Manual for Grassland, Shrubland, and Savanna Ecosystems. Vol 1. USDA-ARS Jornada Experimental Range. The following additional information is available on the web at: http://usda-ars.nmsu.edu/JER/Monit_Assess/monitoring_main.php SOAPSTONE PRAIRIE NATURAL AREA GRAZING LEASE AGREEMENT THIS AGREEMENT, made and entered into this _____ day of _________, 2005, by and between THE CITY OF FORT COLLINS, COLORADO, a municipal corporation (hereinafter referred to as "the Lessor"), and _______________________________________, (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, State of Colorado, consisting of approximately 12,588 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 "the Property"); and WHEREAS, the Lessor currently leases from the State of Colorado approximately 3,862 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 Colorado Lease Lands"); and WHEREAS, the Property and the Colorado Lease Lands 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 must employ a ranch manager to occupy and use the ranch headquarters residence on a year round basis. 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 ask the trespasser to leave the property immediately and if necessary notify the Larimer County Sheriff's Department and notify the Lessor. It shall be the responsibility and obligation of the Lessee to ensure that its employee residing on the Property, 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 Property. 1.3 The Lessor does hereby sublease unto the Lessee, and the Lessee does hereby sublet from the Lessor the Colorado Lease Lands. Article II. Term. 2.1 The term of this Lease shall be for a period of two (2) years and six (6) months, commencing as of 12 noon on the 1st day of January, 2006, and continuing until 12 noon on the 31st day of December, 2008, unless sooner terminated by operation of law or as otherwise provided in this Lease Agreement. 2.2 Grazing may begin with certain restrictions May 15 and end Oct 15 unless moisture conditions and forage availability requires modification of time, dates, or stocking rates (See Additional Provisions, Article XXVII). If modification is necessary, the City of Fort Collins, in consultation with the lessee, will determine modified grazing dates and stocking rates. The City of Fort Collins reserves the right to make the final decision. The City of Fort Collins 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 (See Additional Provisions, Article XXVII). 2.3 Initial stocking rates, grazing initiation and ending dates, animal unit months for each pasture, and grazing rotation plans are identified in the agreed to Grazing Plan (see Appendix A). Conditions under which modifications to this plan can be made are outlined in Additional Provisions, Article XXVII, 27.3 Article III. Rent. 3.1 Except as otherwise provided in this Lease, the Lessee shall pay to the Lessor, during the entire 30 month term of this Lease, a total rental in the total amount of __________ Dollars ($______). The amount of such rent shall be calculated based upon the formula of ______ Dollars ($____) per month for each animal (animal unity month or AUM) unit grazed upon the Leased Premises for a minimum total of _______________ (#,###) animal unit months per year. For purposes of this Lease, an animal unit (AU) shall be defined as follows: 1. A cow and unweaned calf pair shall constitute one (1) animal unit. 2. A mature bull shall constitute one and one-half (1.5) animal units. 3. A yearling shall constitute one (1) animal unit. 4. A horse shall constitute one and one-half (1.5) animal units. 5. Five (5) sheep shall constitute one (1) animal unit. 6. A bison cow shall constitute one 1.0 animal unit. 7. A bison bull shall constitute one and one-half (1.5) animal units. 3.2 The annual rental for the term of this Lease shall be payable, without demand or notice as follows: (1) the sum of _______________ Thousand Dollars ($##,###) shall be due and payable by the Lessee to the Lessor on ___________, 2006 and on _________ of each subsequent year of the term of the Lease; $_____________ shall be due and payable 30% on May 15 and 70% on October 15 of each year. 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 Natural Resources Department, P.O. 580 or 281 North College Avenue, Fort Collins, Colorado 80522, 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 Lessor determines that the grazing conditions of the Leased Premises warrant it, whether such conditions are drought, pestilence, insect infestation or any other similar calamity, the Lessor may reduce the required maximum number of animal unit months from _____________ per year to that which is appropriate under the then existing grazing conditions. 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. 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 cats which may roam freely around the ranch headquarters to control mice. Only licensed vehicles involved in ranching activities are allowed beyond the ranch headquarters and are to remain on existing established roads. Unlicensed vehicles are prohibited except that ATV’s used for ranching activities may be used on or off established roads. Off road use by ATV’s shall be kept to an absolute minimum. 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. 4.22 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. 4.3. The Lessee shall not permit or suffer the use of or presence on the Property by the general public or by any persons other than Lessee’s employees or agents, who shall be permitted to occupy or use the Property only to the extent required to carry out the purposes of the Lease. Lessee’s employee residing in the ranch headquarters residence may have personal invitees in the residence, but any other presence on, or use of, the Property by said invitees is expressly prohibited. 4.4 The lessee shall be responsible for security of the Leased Premises, including by not limited to closing gates, reporting trespass or other violations to the Larimer County Sheriff, Colorado Division of Wildlife or other appropriate jurisdiction. The Lessee shall have at all times designated an appropriately trained and qualified person to take primary responsibility for the Lessee in carrying out the requirements of this paragraph. 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 (See Additional Provisions in Article VI. Alterations and Improvements). 5.1.1 The lessee or an employee of the lessee must serve as the ranch manager and occupy the house provided at Soapstone Prairie Natural Area. Occupation must be for the entire term of the lease. Utilities serving said house shall be the responsibility of Lessee. Lessee shall be responsible for notifying Lessor of any condition in said house that render the same not suitable for human habitation.. 5.2 Lessee shall be responsible for notifying Lessor of maintenance and repairs to the Leased Premises that are needed and are extraordinary and major in nature. The Lessor shall be responsible for such maintenance and repairs (See Additional Provisions in Article VI. Alterations and Improvements). 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 and State of Colorado. 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 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 attorney’s fees that may result from the Lessee's use, application, and storage of such herbicides and other materials. 5.5.1 Dalmatian Toadflax. Lessee shall be responsible for implementing the agreed upon plan to control the spread of Dalmatian toadflax (See Appendix B). 5.6. In addition to the Lessee’s maintenance obligations as otherwise set forth herein, the Lessee shall be responsible for maintenance of boundary and interior fences and gates, and maintenance of all livestock watering facilities, including but not limited to windmills, buried water pipes, pumps and stock tanks, which stock tanks shall be filled prior to grazing activities and drained along with other water system infrastructure upon completion of the grazing season. 5.7 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. 6.1.1 Lessee is responsible to complete ranch improvements as agreed upon and detailed in Appendix C. 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 shall be responsible for construction (and maintenance) or any temporary fencing necessary to exclude cattle from an area or to facilitate rotational grazing. Such temporary fencing shall be the property of the Lessee, except as other wise agreed by the parties in writing. ARTICLE VII. Covenant of Title and Quiet Enjoyment 7.1 The Lessor covenants that it is well seized of and has good title to lease the Property and to sublease the Colorado Lease Lands, and does warrant and will defend the title thereto and 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 Colorado Lease Lands existing prior to the date hereof, 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 d. All oil, gas or other mineral reservations or exceptions of record. 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 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 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 shall include, without limitation, the insured’s' 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 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 subleases of the Lessee. 8.4 No policy of insurance required by this Article VIII shall 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 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 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 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. 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 Lessor. 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 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 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 at all 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. 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 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 Over. 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, 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 ten (10) 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 thirty (30) 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 thirty (30) day period, provided that the foundation shall have commenced to effect such a cure within said thirty (30) 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; or (d) The Lessee shall neglect or fail to perform or observe any of the covenants herein contained on the Lessee’s part to be performed or observed 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 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. 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 attorney’s fees. ARTICLE XVII. Attorneys Fees. 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. 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 seq.) and to any other defenses, immunities, and limitations to liability available to the Lessor, and its officers and employees, under the law. ARTICLE XIX. Notices. 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: Natural Areas - Natural Resources Department City of Fort Collins Attn: John Stokes P.O. Box 580 Fort Collins, CO 80522 With a copy to: City Attorney's Office City of Fort Collins 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 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 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 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. ARTICLE XXI. Time of the Essence. 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. 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. ARTICLE XXIII. . Education 23.1 The lessee or appropriate employee of the lessee shall participate in 6 public tours of the Leased Premises each year. The lessee’s participation will include describing ranching operations on Soapstone Prairie Natural Area as well as the history of ranching in the area. The Lessor may conduct any other tours, whether public or private, as Lessor deems reasonable and not inconsistent with Lessee’s grazing activities hereunder. 23.2 Lessee is responsible for short term monitoring program as outlined in Herrick etal. 2005. Monitoring manual for grassland, shrubland, and savanna ecosystems. Vol 1. USDA- ARS Jornada Experimental Range. ARTICLE XXIV. "AS-IS" Nature of Leased Premises. 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 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. ARTICLE XXVI. General Provisions. 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 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 of lessor 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 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, condition, 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. 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. 26.18 This Lease Agreement shall not be recorded. However, 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. 26.19 The obligations of the Lessor to commit or expend funds after calendar year 2006 are subject to and conditioned upon the annual appropriation of funds sufficient and intended to carry out said obligations by the City Council and the City of Fort Collins, in its sole discretion. In the event of nonappropriation by the Lessor of funds necessary to carry out any such obligations, resulting in a material impairment of Lessee’s right hereunder, the Lessee shall be entitled to terminate the lease with no further recourse against the Lessor, upon provision of thirty (30) days written notice to Lessor within sixty (60) days of said nonappropriation by Lessor. ARTICLE XXVII. Additional Provisions. 27.1 Lessor has initiated a short and long-term monitoring program to document change in plant cover, plant species diversity, residual cover, biomass removal, and soil stability in grazed and ungrazed conditions. The ungrazed condition may be represented by grazing exclosures placed within each grazing unit. Grazed condition will be represented within each grazing unit outside of the grazing exclosures. The total acres in each pasture shall be reduced by 10 acres to accommodate grazing exclosures. Lessor shall be responsible for placement of exclosures and data collection in connection with the monitoring program. 27.2 The lessee shall conduct in cooperation with City of Fort Collins staff, a short term monitoring program as outlined in Herrick etal. 2005. Monitoring manual for grassland, shrubland, and savanna ecosystems. Vol 1. USDA-ARS Jornada Experimental Range (see attached). The Lessee shall gather data for all pastures (grazed and ungrazed) consistent with the parameters and data points determined by the Lessor. 27.3 Grazing units and AUM/unit will be estimated one year in advance and adjustments made to AUM and grazing dates prior to the start of the grazing season. The adjustments will be based on precipitation, information from previous years monitoring programs, and anticipated forage production. In no case shall the Lessee remove more than 50% of annual biomass in any given pasture in any grazing season. 27.4 The property is divided into 8 grazing units; as shown on Attachment A attached hereto and incorporated herein by this reference (acres stated are approximate): Brannigan 3758 ac L&R 4716 ac Jack Springs 3204 ac East Canyon 1162 ac West Canyon 1395 ac Meadow 707 ac HQ 241 ac State Line 751 ac The total number of animal units (AU’s) allowed within each pasture along with a general grazing season structure are listed below. Pastures can be divided or combined for the purpose of developing a grazing rotation. However, a detailed explanation for combining or dividing pastures must be provided along with a determination that adequate water supplies and fences exist. Lessee shall be responsible for the construction and maintenance of any temporary fence necessary to exclude cattle from an area or to facilitate rotational grazing. Brannigan, L&R, Jack Springs Pastures L&R 1,000 AU Jack Springs 825 AU Brannigan 900 AU Grazing may be initiated in one (1) pasture May 15 and may continue until August 1. Grazing in the remaining two (2) pastures may be initiated June 1 and shall not be grazed more than three (3) months during the time period of June 1 to October 15. No pasture shall be selected for a May 15 start for consecutive years. East Canyon, West Canyon, Meadow, HQ, State Line East Canyon 270 AU West Canyon 325 AU Meadow 175 AU State Line 210 AU HQ 60 AU Grazing may be initiated in two (2) pastures June 1. Grazing in the remaining three (3) pastures may be initiated August 15. No pasture shall be selected for a June 1 start for consecutive years. No pasture shall be grazed more than three (3) months during the time frame of June 1 to October 15. Grazing in all pastures shall end on or before October 15. Rest Phase Approximately five percent (5%) of the total area available for grazing shall be rested each grazing season. This 5% (approximately 800 acres) shall be in one contiguous block and shall be selected annually in consultation with the Lessor. Adjustments to animal units will be based on the range type in the rested area and the relative percentage of the rested area to the grazing pasture where it is located. The parties may by written agreement on an annual basis chose instead, to reduce grazing in any one pasture by 5% of the total available animal units or approximately 185 AU. 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, COLORADO, A Municipal Corporation By:____________________________________ City Manager ATTEST: _________________________ City Clerk APPROVED AS TO FORM: _________________________Assistant City Attorney LESSEE: _________________________________ a Colorado Corporation By:____________________________________ _________________________________ ATTEST: _________________________ _________________, Secretary Attachment A. Soapstone Prairie Natural Area Map