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HomeMy WebLinkAboutRFP - 9064 MEADOW SPRINGS RANCH GRAZING LEASEREQUEST FOR PROPOSAL 9064 MEADOW SPRINGS RANCH GRAZING LEASE The City of Fort Collins is requesting proposals from qualified Vendors to lease the Meadow Springs Ranch site for seasonal livestock grazing for a period of up to 10 years beginning on January 1, 2021. This site consists of approximately 26,582 acres of land owned by the City. The ranch is located in northern Larimer and Weld counties. As part of the City’s commitment to Sustainable Purchasing, proposals submission via email is preferred. Proposals shall be submitted in a single Microsoft Word or PDF file under 20MB and e-mailed to: purchasing@fcgov.com. If electing to submit a hard copy proposal we require one (1) hard copy and one (1) electronic copy on a jump drive to be received at the City of Fort Collins' Purchasing Division, 215 North Mason St., 2nd floor, Fort Collins, Colorado 80524. Proposals must be received before 3:00 p.m. (our clock) on January 17, 2020 and referenced as Proposal No. 9042. 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. Please note, additional time is required for bids mailed to the PO Box to be received at the Purchasing Office. The City encourages all Disadvantaged Business Enterprises (DBEs) to submit proposals in response to all requests for proposals. No individual or business will be discriminated against on the grounds of race, color, sex, or national origin. It is the City’s policy to create a level playing field on which DBEs can compete fairly and to ensure nondiscrimination in the award and administration of all contracts. A pre-proposal conference and site visit with representatives of prospective Vendors will be held at 1:00 PM MST, on January 6, 2020, at the City’s Wastewater Treatment Plan, 3036 Environmental Drive, Fort Collins. All parties will meet at the front entrance. Maps and details for the site visit portion will be provided at the meeting. Vendors are encouraged to bring questions to this conference. All questions should be submitted, in writing via email, to Beth Diven, Buyer at bdiven@fcgov.com, with a copy to Project Manager, Jennifer Ward at jward@fcgov.com, no later than 5:00 PM MST (our clock) on January 8, 2020. Please format your e-mail to include: RFP 9064 Meadow Springs Ranch Grazing Lease in the subject line. Questions received after this deadline may not be answered. Responses to all questions submitted before the deadline will be addressed in an addendum and posted on the Rocky Mountain E-Purchasing System webpage. Rocky Mountain E-Purchasing System hosted by Bidnet A copy of the RFP may be obtained at http://www.bidnetdirect.com/colorado/city-of-fort-collins. This RFP has been posted utilizing the following Commodity Code(s): 944-19 Animal Farming and Ranching Services 944-54 Miscellaneous Farming Services 944-71 Ranching Services (not otherwise classified) Financial Services Purchasing Division 215 N. Mason St. 2nd Floor PO Box 580 Fort Collins, CO 80522 970.221.6775 970.221.6707 fcgov.com/purchasing RFP 9064 Meadow Springs Ranch Grazing Lease Page 1 of 32 958-38 Farm Management Services (including dairy, pasture and range management) Public Viewing Copy: The City is a governmental entity subject to the Colorado Open Records Act, C.R.S. §§ 24-72-200.1 et seq. (“CORA”). Any proposals submitted hereunder are subject to public disclosure by the City pursuant to CORA and City ordinances. Vendors may submit one (1) additional complete proposal clearly marked “FOR PUBLIC VIEWING.” In this version of the proposal, the Vendor may redact text and/or data that it deems confidential or proprietary pursuant to CORA. Such statement does not necessarily exempt such documentation from public disclosure if required by CORA, by order of a court of appropriate jurisdiction, or other applicable law. Generally, under CORA trade secrets, confidential commercial and financial data information is not required to be disclosed by the City. Proposals may not be marked “Confidential” or ‘Proprietary’ in their entirety. All provisions of any contract resulting from this request for proposal will be public information. New Vendors: The City requires new Vendors receiving awards from the City to fill out and submit an IRS form W-9 and to register for Direct Deposit (Electronic) payment. If needed, the W-9 form and the Vendor Direct Deposit Authorization Form can be found on the City’s Purchasing website at www.fcgov.com/purchasing under Vendor Reference Documents. Please do not submit with your proposal. 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. Utilization of Award by Other Agencies: The City of Fort Collins reserves the right to allow other state and local governmental agencies, political subdivisions, and/or school districts to utilize the resulting award under all terms and conditions specified and upon agreement by all parties. Usage by any other entity shall not have a negative impact on the City of Fort Collins in the current term or in any future terms. The selected Vendor shall be expected to sign the City’s standard Agreement prior to commencing Services (see sample attached to this Proposal). Sincerely, Gerry Paul Purchasing Director RFP 9064 Meadow Springs Ranch Grazing Lease Page 2 of 32 I. BACKGROUND & OBJECTIVE / OVERVIEW A. Objective The City of Fort Collins is requesting proposals from qualified Vendors to lease the Meadow Springs Ranch site for seasonal livestock grazing for a period of up to 10 years beginning on January 1, 2021. B. Background This site consists of approximately 26,582 acres of land owned by the City. The ranch is located in northern Larimer and Weld counties. It is cross fenced into 17 major pastures, subdivided into a total of 32 pastures, each with its own supply of water. Support facilities are available. The Meadow Springs Ranch lease document is an attachment to this request for proposals and included the legal description. The primary purpose the City of Fort Collins purchased this property in 1990 was for the intent to develop a long-range site for Biosolids Management. Biosolids are a by-product in the treatment of wastewater. Biosolids are nutrient rich that in the short-term acts as vegetation fertilizer and long term is a soil amendment. The City of Fort Collins monitors the nutrient and metals in the biosolids and the soil. In 2019 the City developed and implemented a year-round land application program. This new schedule makes it imperative to work closely with the grazing association on cattle rotation to stay in compliance with state regulations. One of the criteria is no grazing on the permitted area for 30 days after a biosolids application. The ranch is currently approved for 900 animal units for a six-month summer grazing season. Respondents should be aware that stocking rates may be adjusted depending on seasonal conditions, etc. Paragraph 3.4 of the lease document provides mechanisms for reducing lease payments under these conditions. Respondents should also be aware that in response to environmental conditions, regulations, or other reason(s), grazing may be restricted on any portion of the leased premises according to the provisions of lease. The City is interested in innovative proposals that balance environmental as well as economic issues related to a large-scale livestock grazing operation. Thus, proposals will be evaluated on the basis of environmental protection/enhancement considerations, as well as proposed animal unit month leasing payments. II. SCOPE OF PROPOSAL A. Scope of Work • The City’s primary reason for grazing is to achieve ecological objectives. The tenant must be focused on helping achieve those objectives. Grazing tenant should expect continuous interactions with City staff. Grazing tenant should expect to be involved in on-going monitoring of vegetation conditions. Rotations and movement of livestock will be based on vegetation conditions, and tenant should allow flexibility to move animals at appropriate times. • Tenant should maintain records of number of animal units per day in each pasture. • Tenant is responsible for routine maintenance of grazing infrastructure, including but not limited to fences, windmills, stock tanks, buried water pipe, pumps, corrals, etc. RFP 9064 Meadow Springs Ranch Grazing Lease Page 3 of 32 This includes filling tanks prior to grazing as well as draining tanks and water delivery systems in the fall. Depending on the nature of a maintenance issue, the City may, at its sole discretion, pay for improvements and repairs, cost-share with tenant, etc. • For the purposes of this lease, an animal unit (AU) shall be defined as follows: 1. A cow and un-weaned 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 City staff. B. Lease Term The lease will begin on January 1, 2021 for an initial term of one year, renewable annually for up to nine additional years at the mutual consent of both parties and ending on December 31, 2031. Due to a contractual requirement granting first right of refusal to the previous property owners, the final lease contract will be presented to the previous owners for their consideration. If the previous owners choose to exercise their first right of refusal, the City will be obligated to proceed with Council consideration of the lease with the previous owners. If the previous owners choose not to exercise their first right of refusal, the City will present the lease with the selected applicant to Council for their consideration. C. Minimum Qualifications Multiple entities may cooperatively submit a proposal. However, one individual and/or entity must be designated as the primary point of contact and be the responsible party. This entity must have the ability to enter into a lease agreement with the City of Fort Collins. Vendors must have a demonstrated experience managing seasonal livestock grazing operations of at least 400 animal units. D. Anticipated Schedule The following represents the City’s target schedule for the RFP. The City reserves the right to amend the target schedule at any time. • RFP issuance: • Pre-Proposal Meeting: • Question deadline: • Proposal due date: • Interviews (tentative): December 18, 2019 1:00 PM MST on January 6, 2020 5:00 PM MST on January 8, 2020 3:00 MST (our clock) on January 17, 2020 Week of February 3, 2020 RFP 9064 Meadow Springs Ranch Grazing Lease Page 4 of 32 • Award of Contract (tentative): End of February 2020 • Start of Contract: January 1, 2021 E. Interviews In addition to submitting a written proposal, the top-rated Vendors may be interviewed by the RFP assessment team and asked to participate in an oral presentation to provide an overview of the company, approach to the project and to address questions. The evaluation criteria for the oral interviews will be the same as the criteria for the written evaluations and is included in Section IV. F. Subcontractors Vendors will be responsible for identifying any subcontractors in their proposal. Please note that the City will contract solely with the awarded Vendor; therefore subcontractors will be the responsibility of the Vendor. G. Proposal Format Please limit the total length of your proposal to a maximum of twenty-five (25) double sided or fifty (50) single sided 8 ½ x 11” pages (excluding cover pages, table of contents, dividers and Vendor Statement form). Font shall be a minimum of 10 Arial and margins are limited to no less than .5” for sides and top/bottom. Extended page sizes, such as 11” x 17”, count as a single page. Please, no embedded documents. Proposals that do not conform to these requirements may be rejected. H. Laws and Regulations The Vendor agrees to comply fully with all applicable local, State of Colorado and Federal laws and regulations and municipal ordinances. III. PROPOSAL SUBMITTAL For this section, Vendors are required to provide detailed written responses to the following items in the order outlined below. The responses shall be considered technical offers of what Vendors propose to provide and shall be incorporated in the contract award as deemed appropriate by the City. A proposal that does not include all the information required may be deemed non-responsive and subject to rejection. Responses must include all the items in the order listed below. It is suggested that the Vendors include each of the City’s questions with their response immediately following the question. The City of Fort Collins shall not reimburse any firm for costs incurred in the preparation and presentation of their proposal. A. Cover Letter / Executive Summary The Executive Summary should highlight the content of the proposal and features of the grazing program offered, including a general description and any unique aspects or benefits provided by your firm. Indicate your availability to participate in the interviews/demonstrations on the proposed dates as stated in the Schedule section. RFP 9064 Meadow Springs Ranch Grazing Lease Page 5 of 32 B. Vendor Information 1. Describe the Vendor’s business and background 2. Number of years in the business 3. Details about ownership 4. An overview of services offered and qualifications 5. Size of the firm 6. Primary contact information for the company including contact name(s) and title(s), mailing address(s), phone number(s), and email address(s). Complete Section V, Vendor Statement. C. Vendor Qualifications & Resources Provide relevant information regarding previous experience related to this project, to include the following: 1. Describe the knowledge and experience you have in range management and/or livestock management. 2. Describe your operation and the resources you have available for grazing management (e.g., livestock – please be specific on animal type and number, personnel, equipment, etc). 3. Describe your financial resources: Do you have the financial resources to successfully continue or launch a grazing enterprise at Meadow Springs Ranch? If you do not currently have all necessary personnel, livestock, equipment, etc, what capital investments will be needed? Where will the capital come from? Before final selection, proposers will be expected to supply proof that they have the financial capability to execute the proposal. 4. References (current contact name, current telephone number and email address) from at least two grazing projects. Provide a description of the work performed. The Vendor authorizes City to verify any and all information contained in the Vendor’s submittal from references contained herein and hereby releases all those concerned providing information as a reference from any liability in connection with any information they give. D. Scope of Proposal 1. Please explain your range management philosophy. What are your goals for grazing the property? How do you feel your management would help the City achieve its goals at the property? 2. Provide an explanation of how you propose to manage livestock on the property. Include the number of animal units, how they will be distributed, and the approximate dates you plan to graze. Include a proposed rotation schedule for the first grazing season. If you plan to combine or split pastures, note that as well. You can provide attachments, drawings, maps, etc. to your proposal to help explain intended plans if you wish. What services, changes in infrastructure, funds, and/or resources would you provide? What services, changes in infrastructure, funds, and/or resources would you expect the City to provide? 3. Describe the interactions you anticipate having with City staff. RFP 9064 Meadow Springs Ranch Grazing Lease Page 6 of 32 4. Are there additional services you anticipate providing or ways that your proposed operation benefits the City that you would like the selection committee to consider? E. Grazing Fee 1. Please provide your proposed grazing fee (you should break out the fee in terms of dollars per AUM) based on an assumed 900 animal units for a six-month grazing season. F. Additional Information Provide any information that distinguishes Vendor from its competition and any additional information applicable to this RFP that might be valuable in assessing Vendor’s proposal. Explain any concerns Vendor may have in maintaining objectivity in recommending the best solution. All potential conflicts of interest must be disclosed. Exceptions to the Scope of Services and City Agreement (a sample of which is attached in Section VI) shall be documented. IV. REVIEW AND ASSESSMENT CRITERIA A. Proposal and Interview Criteria Vendors will be evaluated on the following criteria. These criteria will be the basis for review and assessment of the written proposals and optional interview session. At the discretion of the City, interviews of the top-rated Vendors may be conducted. The rating scale shall be from 1 to 5, with 1 being a poor rating, 3 being an average rating, and 5 being an outstanding rating. WEIGHTING FACTOR QUALIFICATION STANDARD 3.0 Scope of Proposal Does the proposal show an understanding of the Meadow Springs Ranch management objectives? Does the proposal demonstrate that the respondent can produce the results that are desired from the project? 2.0 Qualifications & Resources Does the respondent have the knowledge and experience to fulfill the proposal and terms of the lease agreement? Do the persons who will be working on the project have the necessary skills? Are sufficient people of the requisite skills assigned to the project? Does the respondent have adequate resources to fulfill the proposal? 2.0 Assigned Personnel Do the persons who will be working on the project have the necessary skills and qualifications? Are sufficient people of the requisite skills and qualifications assigned to the project? 3.0 Grazing Fee Does the proposed fee compare favorably with historical data and current market conditions? RFP 9064 Meadow Springs Ranch Grazing Lease Page 7 of 32 B. Reference Evaluation Criteria Prior to award, the Project Manager will check references using the following criteria. Negative responses from references may impact the award determination. CRITERIA STANDARD QUESTIONS Overall Performance Would you hire this Vendor again? Did they show the skills and resources required by this project? Timetable Was the Vendor timely in stocking, or destocking pastures as planned? Completeness Was the Vendor responsive to client needs; did the Vendor anticipate problems? Were problems solved quickly and effectively? Job Knowledge Was the Vendor knowledgeable and did they demonstrate a cooperative ability in meeting defined goals? RFP 9064 Meadow Springs Ranch Grazing Lease Page 8 of 32 V. VENDOR STATEMENT Vendor hereby acknowledges receipt of the City of Fort Collins Request for Proposal and acknowledges that it has read and agrees to be fully bound by all of the terms, conditions and other provisions set forth in the RFP. Additionally, Vendor hereby makes the following representations to City: a. All of the statements and representations made in this proposal are true to the best of the Vendor’s knowledge and belief. b. Vendor commits that it is able to meet the terms provided in this proposal. c. This proposal is a firm and binding offer, for a period of 90 days from the date hereof. d. Vendor further agrees that the method of award is acceptable. e. Vendor also agrees to complete the proposed Agreement with the City of Fort Collins within 30 days of notice of award. If contract is not completed and signed within 30 days, City reserves the right to cancel and award to the next highest rated firm. f. Vendor acknowledge receipt of addenda. Legal Firm Name: Physical Address: Remit to Address: Phone: Name of Authorized Agent of Firm: Signature of Authorized Agent: Primary Contact for Project: Title: Email Address: Phone: Cell Phone: NOTE: VENDOR STATEMENT IS TO BE SIGNED & RETURNED WITH YOUR PROPOSAL. RFP 9064 Meadow Springs Ranch Grazing Lease Page 9 of 32 VI. SAMPLE AGREEMENT (FOR REFERENCE ONLY – DO NOT SIGN ) MEADOW SPRINGS RANCH GRAZING LEASE AGREEMENT THIS GRAZING LEASE AGREEMENT (“Lease”), is made and entered into this day of ,2020, 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”). WITNESSETH: WHEREAS, the Lessor is the owner of that certain real property, together with any improvements located thereon, situated in the Counties of Larimer and Weld, State of Colorado, consisting of approximately 26,582 acres of land, commonly known as Meadow Springs Ranch, the legal description of which is set forth in Exhibit “A” attached and incorporated herein by reference (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 Leased Premises, for use for grazing purposes and related uses as more specifically described herein. 1.2 This Lease includes all the grazing-related improvements located upon the Leased Premises including, but not limited to, the “Ranch Headquarters” corrals and outbuildings, located as shown on Exhibit B. Lessee will have first option to lease the house, see attached rental lease, and 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 the house rental 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 This Lease does not include the right to use or occupy the following facilities unless discussed and approved by Lessor: RFP 9064 Meadow Springs Ranch Grazing Lease Page 10 of 32 • Doc Rogers pasture / property; • Jordan property; • Biosolids Headquarters. • Solomon property 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 2021.The term of the Lease shall automatically renew each year for each of four (9) additional successive years continuing until 12 noon on the 31st day of December 2031, 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 based upon the formula of a fixed dollar amount for each animal unit grazed each month upon the Leased Premises (animal unit month or AUM) per year. For the first one-year term of this Lease, the amount of rent will be Dollars ($ ) per AUM for AUMs, for a total annual rent in the amount of Dollars ($ ). This rate was determined based on a combination of Animal Unit and Cow-Calf Fees listed on United States Department of Agriculture (USDA) website. The dollar amount per AUM will remain the same for the second through fifth terms of this Lease. The parties will determine the number of AUMs 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 seventy 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 1,000-pound yearling shall constitute one (1) animal unit, but if the yearling weighs less than 1,000 pounds, then the animal unit value assigned to that yearling shall be based upon the percentage that the yearling's weight is to a 1,000 pounds weight. (For example, if the yearling weighs 600 pounds, then it shall constitute .6 of an animal unit.) The weights for yearlings shall be confirmed by certified scale receipts at the time of delivery of the animal upon the Leased Premises, or by any technique mutually agreeable to the Lessor and the Lessee. RFP 9064 Meadow Springs Ranch Grazing Lease Page 11 of 32 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 Water/Wastewater Utility, Attn: Director of Plant Operations Water Reclamation and Biosolids Manager, 3036 Environmental Drive, Fort Collins, Colorado 80525, 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. 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, 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 lethal control of prairie dogs. Lessee may lease the Ranch Headquarters house for residential housing for a ranch manager, who is an officer or employee of Lessee, and his or her immediate family, and for no other purpose unless Lessor agrees in writing. For security and management purpose, Lessee will ensure that a ranch manager occupies the Ranch Headquarters house year-round. The Ranch Headquarters house may not be sublet. Lessee may not use any facilities on the Leased Premises other than the Ranch Headquarters house for residential housing. 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, and dogs owned or controlled by the RFP 9064 Meadow Springs Ranch Grazing Lease Page 12 of 32 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 ATV’s 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. 4.2 Grazing may begin with certain restrictions on May 15 of each year, and must end by November 15, unless moisture conditions and forage availability 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 in any year the parties are unable to agree on a Grazing Plan through the processes described in this Lease Agreement, Lessor will make the final decision on the Grazing Plan for that year. 4.4 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. 4.5 Lessee acknowledges and agrees that concurrently with Lessee’s use of the Leased Premises for livestock grazing purposes, Lessor will use the Leased Premises for municipal sludge storage and application purposes, as well as for other activities related thereto. Accordingly, Lessee agrees not to use the Leased Premises in a manner that will in any way interfere with said use by Lessor. 4.6 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. 4.6.1 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. 4.7. The Lessee must not permit or suffer the use of, or presence on, the Leased Premises by: (1) the general public, 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. Lessee’s employee residing in the Ranch Headquarters house may have personal invitees in the residence, but any other presence on, or use of, the Leased Premises by said invitees is expressly prohibited. RFP 9064 Meadow Springs Ranch Grazing Lease Page 13 of 32 4.8 The Lessee is responsible for security of the Leased Premises, including but not limited to closing gates and reporting trespass or other violations to the Lessor. Lessor will provide Lessee with emergency contact numbers that may be used to report trespasses or other violations at any time. The Lessee must at all times have a designated and appropriately trained and qualified person who will take primary responsibility for the Lessee in carrying out the requirements of this paragraph. 4.9 If the Lessor, in its sole discretion, deems it necessary for any reason, Lessor may restrict grazing under this Lease on any portion of the Leased Premises. In the event of any such restriction, Lessor may modify the number of AUs allowed to graze hereunder or on any particular portion of the Leased Premises accordingly. 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, not including the facilities listed in paragraph 1.3 above, whether existing as of the date of this Lease or added thereafter, including, but not limited to: corrals and any buildings Lessee uses constituting part of the Ranch Headquarters. The Lessor will keep and maintain the boundary and interior fences and gates; all livestock watering facilities including but not limited to solar pumps, windmills, stock tanks, buried water lines, pipes and pumps. The Lessor is responsible for Ranch Headquarters house, including without limitation, the structural support, roof, plumbing/electrical, heating system, kitchen range, refrigerator, windows, and exterior walls in good condition, working order and repair per separate Ranch House lease agreement. Any repairs, other than normal wear and tear, required because of damage caused by the Lessee will be the responsibility of the Lessee and could justify termination of lease agreement. Maintenance of watering facilities including filling stock tanks prior to grazing activities and draining them, along with other water system infrastructure, upon completion of the grazing season is the responsibility of the Lessor. 5.2 The Lessee is responsible for maintenance and repairs that are ordinary and routine in nature and the reasonable associated labor costs. 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 Unless due to misuse or neglect by the Lessee, the Lessor is responsible for the reasonable cost of all materials necessary for both routine and extraordinary maintenance and repairs and the cost of all labor for extraordinary maintenance and repairs. In circumstances of misuse or neglect by Lessee, Lessee is responsible for all material and labor costs (whether ordinary or extraordinary). 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 RFP 9064 Meadow Springs Ranch Grazing Lease Page 14 of 32 county governments and the appropriate departments, commissions, boards, and officers thereof. All work by or for Lessee must be carried out in a manner consistent with the terms of the Conservation Agreement. 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 Counties of Larimer and Weld and State of Colorado, except that Lessor is responsible for controlling noxious weeds or toxic plants. 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. 5.7 Upon termination of this Lease Lessee must restore the Ranch Headquarters house to the condition it was in as of the beginning of this Lease, reasonable wear and tear and Lessor- approved alterations excepted. 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 30-day request and written approval of the 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. RFP 9064 Meadow Springs Ranch Grazing Lease Page 15 of 32 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 for monitoring purposes (grazing exclosures) or 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 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 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, must procure, pay for, and keep in full force and effect workers compensation insurance for all its employees to be engaged in work on the Leased Premises under this Lease. RFP 9064 Meadow Springs Ranch Grazing Lease Page 16 of 32 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) 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 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 must also include comprehensive automobile liability insurance and coverage for such other risks as are customarily required by private institutional mortgage lenders regarding 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 ”A” 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. RFP 9064 Meadow Springs Ranch Grazing Lease Page 17 of 32 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 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, in Lessor’s sole discretion. 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. 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 RFP 9064 Meadow Springs Ranch Grazing Lease Page 18 of 32 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. ARTICLE XIII. Condemnation 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 RFP 9064 Meadow Springs Ranch Grazing Lease Page 19 of 32 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. 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 ten (10) 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 thirty (30) days after the Lessee receives written notice from the Lessor specifying such neglect or failure (or Lessee fails to begin such cure within said thirty (30) 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 thirty (30) 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 RFP 9064 Meadow Springs Ranch Grazing Lease Page 20 of 32 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: 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 RFP 9064 Meadow Springs Ranch Grazing Lease Page 21 of 32 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 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: Director of Plant Operations Water Reclamation and Biosolids Manager Attn: Jason Graham 3036 Environmental DR Fort Collins, CO 80525 With a copy to: City of Fort Collins Real Estate Services 300 LaPorte Ave. P.O. Box 580 Fort Collins, CO 80522 RFP 9064 Meadow Springs Ranch Grazing Lease Page 22 of 32 If to the Lessee: Attn: With a copy to: Attn: 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 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 RFP 9064 Meadow Springs Ranch Grazing Lease Page 23 of 32 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. 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. ARTICLE XXI. Time of the Essence. 21.1 Time is of the essence of this Lease Agreement and each and every provision hereof. ARTICLE XXII. Access and Use By Lessor. 22.1 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. Range Management and Conservation Programs. 23.1 The Lessor and the Lessee agree to establish and operate a Range Management Advisory Committee (hereinafter referred to as “the Committee”) for the purpose of enhancing communications between the Lessor and the Lessee in connection with their respective performance under this Lease Agreement and to provide assistance and recommendations concerning matters arising under this Lease Agreement. The Committee will review and make recommendations regarding range management and conservation matters, including, but not be limited to: (a) recommendations to Lessor on grazing related issues; (b) assistance in creating a ranch improvement plan and schedule to help the Lessor address long-range planning issues; (c) assistance in development of land management practices in the areas of vegetative diversity, conservation of threatened and endangered species and noxious plant management; and (d) working with the Colorado Division of Wildlife to help maintain wildlife populations at sustainable levels to match existing forage conditions, and other conservation plans and programs. RFP 9064 Meadow Springs Ranch Grazing Lease Page 24 of 32 24.1 The Lessor reserves the right to identify additional conservation values that warrant additional management actions, e.g. using fence to control access to riparian areas, exclusion of or controlled access to areas of unique vegetation, or the permittance of prairie dog colonies to expand. Impacts of such management actions on the AUMs available to the Lessee will be identified via the Committee 24.2 The Lessee agrees to cooperate with the Lessor in connection with the development of the Grazing Plan for the Leased Premises, as described in Section 4.3, for research programming and evaluation related to range management and restoration and conservation of plant and animal species and resource protection, during the term of this Lease Agreement. 23.3 To support range management evaluation and research efforts, and to provide consulting expertise to Lessee in connection with Lessee’s development of the Grazing Plan, monitoring and management of range conditions and the time and pattern of grazing rotations based on range and weather conditions, the Lessee may hire, at the Lessee's cost, a range management expert. 23.4 To support MSR range management and conservation efforts, the Lessor will hire at the Lessor’s cost a range management specialist. The Lessor reserves the right to have final say on amount of AU’s permitted on MSR and length of grazing season annually. 23.5 Prior to commencing livestock grazing on the Leased Premises, the Lessor’s range management expert shall submit a written report to the Lessee evaluating current range conditions and recommending a date to initiate livestock grazing (but not before May 15), and a draft Grazing Plan for Lessee’s review. Further written evaluations to the Lessee from said expert shall be due on July 15 and September 15 of each year of the term of this Lease. The September 15 evaluation shall include a recommended date for the cessation of livestock grazing for that grazing season. 23.6 On or before December 31 of each year of the term of this Lease, the Lessor shall submit a preliminary report to the Lessee on the outcomes and results of the recommended Grazing Plan and the condition of grazing range, and other property conditions that have resulted from the implementation of the Grazing Plan during the annual term of the Lease (a “Range Report”). The final Range Report regarding each grazing season under this Lease Agreement shall be due to the Lessee no later than March 1 of the succeeding year. 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, RFP 9064 Meadow Springs Ranch Grazing Lease Page 25 of 32 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 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, RFP 9064 Meadow Springs Ranch Grazing Lease Page 26 of 32 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 or a partnership or a joint venture 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 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 RFP 9064 Meadow Springs Ranch Grazing Lease Page 27 of 32 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 RFP 9064 Meadow Springs Ranch Grazing Lease Page 28 of 32 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. ARTICLE XXVI. Additional Provisions. 26.1 [Optional.] Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit , consisting of ( ) pages, attached hereto and incorporated herein by this reference. 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:_____________________________ Darin A. Atteberry, City Manager ATTEST: _________________________ APPROVED AS TO FORM: _________________________ LESSEE: By:____________________________________ Printed: Title: RFP 9064 Meadow Springs Ranch Grazing Lease Page 29 of 32 EXHIBIT A Legal Description and Depiction of Leased Premises The City of Fort Collins is the owner of certain real property located in (Sections 6, 19, 29, 30 and 32 in Township 10 North, Range 67 West; Sections 6, 18, 30, 32 in Township 11 North, Range 67 West; Sections 20, 29, 30 and 31 in Township 12 North, Range 67 West; Sections 1, 2, 3, 11 and 12 in Township 10 North, Range 68 West; Sections 1, 2, 8, 10, 12, 13, 16, 18, 22, 23, 24, 25, 26, 27, 28, 33, 34, 35 and 36 in Township 11 North, Range 68 West; Sections 25, 26, 27, 34, 35 and 36 in Township 12 North, Range 68 West;) in Larimer and Weld Counties, State of Colorado and referenced in the following documents: Reception No. 19900057985 recorded December 17, 1990 in the records of the Larimer County Clerk and Recorder and re-recorded to correct the legal description at Reception No. 1991006161 in the records of the Larimer County Clerk and Recorder; and Reception No. 19930091867 recorded December 3, 1993 in the records of the Larimer County Clerk and Recorder; and Reception No. 02362991 recorded December 7, 1993 in the records of the Weld County Clerk and Recorder; and Reception No. 20030026430 recorded March 4, 2003 in the records of the Larimer County Clerk and Recorder; and Reception No. 20030057523 recorded May 12, 2003 in the records of the Larimer County Clerk and Recorder; and Reception No. 20060053555 recorded July 18, 2006 in the records of the Larimer County Clerk and Recorder; and Reception No. 20070034998 recorded May 9, 2007 in the records of the Larimer County Clerk and Recorder EXCEPT those portions of property conveyed in the following documents: Reception No. 3317455 Recorded August 29, 2005 in the records of the Weld County Clerk and Recorder; and Reception No. 2001054605 recorded July 5, 2001 in the records of the Larimer County Clerk and Recorder. RFP 9064 Meadow Springs Ranch Grazing Lease Page 30 of 32 EXHIBIT A continued Depiction of Leased Premises RFP 9064 Meadow Springs Ranch Grazing Lease Page 31 of 32 !"`$ !"`$ Jordan in grazing House, lease not included HeadquarBteiorss,olids not included in grazing lease Ranch in grazing House, lease not included W yoming State Line Colorado State Line Copyright: © 2013 National Geographic Society Meadow Springs Ranch CITY GEOGRAPHIC These and were map OF not products FORT designed and INFORMATION COLLINS or all intended underlying for general data SYSTEM are use developed by members MAP for use PRODUCTS of the by the public. City The of Fort City Collins makes for no its representation internal purposes or only, warranty dimensions, as to contours, its accuracy, property timeliness, boundaries, or completeness, or placement and of location in particular, of any its map accuracy features in thereon. labeling or THE displaying CITY OF FORT COLLINS PARTICULAR MAKES PURPOSE, NO WARRANTY EXPRESSED OF MERCHANTABILITY OR IMPLIED, WITH OR RESPECT WARRANTY TO THESE FOR FITNESS MAP PRODUCTS OF USE FOR OR THE UNDERLYING FAULTS, and assumes DATA. Any all responsibility users of these of map the use products, thereof, map and applications, further covenants or data, and accepts agrees them to hold AS the IS, City WITH harmless ALL from made and this against information all damage, available. loss, Independent or liability arising verification from any of all use data of contained this map product, herein should in consideration be obtained of by the any City's users having of these liability, products, whether or direct, underlying indirect, data. or consequential, The City disclaims, which and arises shall or not may be arise held from liable these for any map and products all damage, or the loss, use thereof or by any person or entity. Printed: December 04, 2019 © Privately Owned Land Non Leased Area 0 0.5 1 2 3 Miles EXHIBIT "B" RFP 9064 Meadow Springs Ranch Grazing Lease Page 32 of 32