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resolution.council.043-09
RESOLUTION NO. ~~ Series of 2009 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A LONG TERM STEWARDSHIP LEASE AT THE COZY POINT RANCH AND OPEN SPACE, BETWEEN THE CITY OF ASPEN AND COZY POINT RANCH, LLC, AND AUTHORIZING THE MAYOR OR CITY MANAGER TO EXECUTE SAID LEASE ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a Lease Agreement for Cozy Point Ranch and Equestrian Center, between the City of Aspen and Cozy Point Ranch, LLC, a true and accurate copy of which is attached hereto as Exhibit "B"; NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ASPEN, COLORADO: That the City Council of the City of Aspen hereby approves that Long-Term Stewardship Lease, between the City of Aspen and Cozy Point Ranch, LLC, a copy of which is annexed hereto and incorporated herein, and does hereby authorize the Mayor or City Manager to execute said agreement on behalf of the City of Aspen. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the ~ day of~.2009. L U Michael .Ireland, May I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held on the day hereinabove stated. Kathryn S. K ,City Clerk G:\Open Space\COZY POINT\LEASE20I0\cozypoin[ IeaseRESOLUT10N.doc LONGTERM STEWARDSHIP LEASE AGREEMENT FOR THE COZY POINT RANCH AND EQUESTRIAN CENTER THIS LEASE AGREEMENT entered into at Aspen, Colorado, this day of 2009, by and between the CITY OF ASPEN, COLORADO, a municipal corporation and home-rule city ("City"), and COZY POINT RANCH, LLC, a Colorado limited liability company ("Tenant"). WITNESSETH: WHEREAS, the City is the owner of the Cozy Point Ranch and Equestrian Center in Pitkin County, Colorado, which property is described on the map attached hereto as Exhibit A (the "Premises"), and desires to lease to Tenant that portion of said Premises containing 93.5 acres described on Exhibit A as "Cozy Point Long-Term Stewardship Lease Area" on the terms and conditions set forth herein; and WHEREAS, Tenant has experience in ranch and equestrian center management and desires to lease the Premises from City on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions contained herein, the parties agree as follows: 1. Term. The term of this Lease is ten (10) years. This Lease shall be effective at noon, Mountain time, on April 15, 2010 and shall terminate at noon, Mountain time, on April 15, 2020. 2. Use. Tenant may use the Premises solely for the purpose of managing and operating a ranch and equestrian center and providing related services to third parties. Tenant shall not use the premises for any other purposes without City's written consent. Tenant's use and occupancy of the above-described Premises shall comply with the rules, regulations and ordinances of any governmental authority having jurisdiction over the Premises or the activities performed thereon. Additionally, Tenant shall not use the Premises in any manner that will create an increase in the rate of insurance or a cancellation of any insurance policy. Tenant shall not keep, use or sell anything prohibited by any policy of fire insurance covering the Premises. In the event that any change in law takes place that, in Tenant's reasonable discretion, would make it materially more difficult or more expensive for the Tenant to use the Premises as provided for hereunder, then Tenant may, upon not less than sixty (60 days prior written notice to City, terminate this Agreement; for purposes of this Agreement, the term "change in law" shall include, without limitation: (a) any change to the Pitkin County Land Use Code; (b) any change to the zoning underlying the Premises; (c) any laws, condemnation proceedings, ordinances and/or regulations of any kind or nature adopted by the government of Pitkin County or the City (or any of their respective agencies); or (d) any court ruling of any kind by a court of competent jurisdiction, which would negatively impact the water rights appurtenant to the Premises, condemn all or any portion of the Premises, or otherwise negatively impact the Premises, or remove any portion of the premises from potentially productive ranch, agricultural or equestrian uses. The premises to which this lease pertains are described as that portion of the City of Aspen's Cozy Point Ranch containing approximately 93.5 acres as described on the attached map (Exhibit A). 3. Time of Occupancy, Acceptance and Surrender of Premises. Tenant shall be entitled to manage, use and occupy the premises as set forth in Paragraph 1, above. Occupancy of the Premises by the Tenant shall be construed as recognition that the Premises are in their "as is" condition, but shall not be construed as a waiver by Tenant of any of the City's agreements to conduct certain repairs to the Premises. 4. Payment. Tenant agrees to pay as rent to the City for use and occupancy of the Premises an amount equal to seven and one-half percent (7.5%) of the total annual gross receipts up to $500,000 and ten percent (10%) of annual gross receipts over $500,000 of any business conducted by Tenant on the demised Premises through the term of this agreement. Said rent shall be payable quarterly in arrears. The Gross Receipts calculation, which is reported quarterly on the tenant's profit and loss statement, shall be adjusted annually and retroactively to reflect the actual Gross Receipts calculated by the Tenant's licensed Certified Public Accountant and reported on Tenant's IRS Corporate tax return for the previous fiscal year. "Gross receipts" as used in this Agreement shall include all money or things of value received or paid to Cozy Point Ranch, LLC (Tenant) or to others for Tenant's benefit. "Gross receipts" shall include, but not necessarily be limited to, the following: all sales of merchandise; receipts from rentals of stalls, runs, fields, or other boarding facilities; receipts of any payments from trainers or other third party users of the facility; receipts from reimbursements of expenditures made for others; receipts from any special events not dedicated to non-profit sponsors or beneficiaries; or other receipts from any commercial activity conducted on the Premises for which Cozy Point Ranch, LLC (Tenant) is compensated. "Gross receipts" shall not include direct taxes on the merchandise or services sold that are passed on to and paid by consumers, clients, or customers of such services or merchandise, or by Tenant as a tax, and shall also not include any receipts for expenses incurred by Tenant in connection with providing a venue for benefits or other fund raising activities for non-profit organizations. Gross receipts shall also not include the sale of any of Tenant's assets. A reconciliation shall accompany a copy of the Tenant's corporate tax return showing adjustments by month for items either included or excluded from the previously reported "Gross receipts" calculations for the period covered by the tax return. Within thirty (30) days after the end of each calendar quarter, Tenant shall furnish the 2 City of Aspen Finance Department with a statement to be certified as correct by Tenant or an employee of Tenant authorized so to certify, which shall set forth the Boss receipts for the quarter just concluded, and the authorized deductions, if any, from such amount. With each statement, Tenant shall pay to the City the amount of rent that is payable to the City as shown thereby. Tenant's accounting books and records, including supporting documentation, shall be open to the City during the term of this lease and for three years after the termination of the lease for the City's inspection, verification or audit. Such inspection, verification or audit shall be conducted either by City employees or independent contractors engaged by the City at City's expense. In the event that this lease agreement or any subsequent extension thereof is terminated, for any reason, by either party, then any rent balance due the City shall become due and payable within thirty (30) days of the date that either party presents to the other a statement indicating the balance owed, together with any supporting documents reasonably necessary to provide backup information regarding such statement items. City will fund capital improvements fully through the capital asset management process. No capital maintenance will be undertaken without budgetary approval from City Council on a per project basis. Repairs and/or maintenance will be the responsibility of the Tenant and may be effected by Cozy Point Ranch, LLC, Tenant, or by an entity that is affiliated with the Tenant. 5. Access to Premises. City shall be entitled to enter upon the Premises at all reasonable hours for the purpose of inspecting the same, preventing waste or loss, or enforcing any of City's rights hereunder. Tenant shall be responsible to insure that the facilities of the property covered under this lease ageement are open and safe for the enjoyment of the public. 6. Duties of Tenant Relative to Operation and Management of the Ranch and Equestrian Center. During the term of this Agreement the Tenant agrees to the following terms and conditions: a. Equestrian Center Tenant shall operate a public equestrian boazding, exercising and training facilitiy, accommodating both English and Western disciplines. Regular public office hours for the Tenant and Cozy Point Ranch staff will be 8:00 a.m. to 5:00 p.m., Monday through Friday, except for holidays. The equestrian facilities will be available for use by the boazders and the general public from 8:00 a.m. to 5:00 p.m., seven days per week, 52 weeks per year. Before and after hours use maybe arranged with Tenant by waiver and on an individual, case-by-case basis; however, Tenant shall not be obligated to provide any after-hours use, but such use shall not be arbitrarily limited. Boarders will be permitted twenty-four hour per day/seven days per week access to their horses for medical, health, or dietary purposes. Tenant reserves the right to restrict access to the indoor and outdoor arenas during special events, clinics, schools, or competitions. The facility shall be operated so as to accommodate without discrimination the exercising and training needs of the public, both boarders and non-boarders of all ages, subject to equitable barn rules and Fees. Tenant shall arrange to have instruction and training 3 available in both Western and English disciplines and to accommodate without discrimination, instruction and training provided by outside trainers, not directly employed by Tenant, to both boarders and non-boarders subject to equitable barn rules and fees. Tenant shall make the arenas, either indoor or outdoor depending upon the weather, available without charge for up to four (4) hours per week, on weekends during the school year, for charitable youth-oriented activities. The Tenant shall encourage the development of a riding school for children as well as promote various equestrian clinics and competitions. The public shall not be azbitrarily or unnecessarily excluded from the use of, or access to, the exercise and training facilities during such clinics, schools or competitions. Tenant shall manage and maintain buildings, improvements, and equipment "as is" and to make commercially reasonable efforts to make improvements as funds are available. Management and maintenance of the equestrian facility shall include grass cutting and snow removal, routine maintenance of the barns, houses, arenas and fencing, refuse disposal, purchase of needed supplies; and other work reasonably required to maintain and operate the property. Tenant shall develop and utilize suitable horse board agreements, release agreements, sublease agreements, incident reports and other grievance procedures documentation, and any other documents necessary and appropriate to protect the City and Tenant, and to collect all horse board, rents, deposits, fees and other income derived from the operations of the ranch and the equestrian center. Tenant shall provide a copy of all such documents to the City for its approval before their use in the management of the property. The City's review of such documents shall be conducted within seven (7) working days and approval shall not be unreasonably withheld. b. Capital Improvements Capital improvements, which aze recognized as an important element of the long- term viability of the leased premises, shall be accomplished through the City of Aspen Asset Management Plan Process. This process, which includes the recommendation, approval, and appropriation of funds for capital maintenance and improvements for facilities within the City of Aspen, will be the mechanism that the City of Aspen will follow to provide funding to the facility. Tenant shall be responsible to maintain a capital maintenance and improvement list which will be reviewed annually with City of Aspen staff. Staff will then prioritize specific items for inclusion in the Asset Management Plan Process contingent upon available funding. Tenant shall work with City in creating, for each calendar year, a schedule of capital improvement, repair and/or maintenance items that Tenant may effect. No such capital improvements, repairs and/or maintenance shall be conducted without the City's prior written consent. All capital improvements, repairs and/or maintenance, including any funded solely by Tenant, of a permanent and fixed nature shall become the property of the City upon termination of this Agreement; provided, however, that any portable, modular, and/or temporary structures paid for by Tenant shall remain the property of Tenant; provided, however, that portable, modular, and/or temporary structures are identified in writing as such before they are constructed or placed into service. c. Repair and Maintenance Tenant shall, at its expense, be required to do all general maintenance of the property, including, but not limited to, trash removal, cleaning of ditches, painting, clean up of storage areas, including snow storage areas, and any other reasonable maintenance to keep the property in avisually-pleasing condition while maintaining a fully functional and safe working environment. Tenant shall make commercially reasonable efforts to improve the condition of the pastures, fields, and fencing and to cooperate with City to ensure that the irrigation systems do not deteriorate from their current condition. This section includes normal day- to-day operations of a working ranch. Examples include, but are not limited to, field disking and seeding, fence repair and cross fencing, irrigation operations and repair, manure management, haying, minor building repairs and general land management. The parties hereto agree that Tenant's duties set forth in this subsection, and elsewhere in this Agreement, shall not require Tenant to repair or maintain any portion of the Premises, other than the pasture, fields or fencing, in a condition better than that which existed on the date of this Agreement or on the date an improvement is placed into service. Tenant also, at its sole expense, shall keep the premises, including roadway, outdoor walks and access ways, in a good, clean and safe condition and do all work and repair necessary to maintain same and to keep it from deteriorating; provided, however, that the parties hereto agree that Tenant's duties set forth in the preceding sentence shall not require Tenant to repair or maintain any portion of the Premises in a condition better than that which existed on the date of this Agreement, or on the date that an improvement is placed into service. All areas used to board horses shall be maintained in a safe, sanitary, and clean condition to properly ensure the health and safety of all animals boarded on the premises. The standards of health, safety, and welfare for the animals shall be those that are common and usual in the business of horse boarding and the operation of an equestrian center. Repairs and replacement of capital infrastructure shall be undertaken by the City 5 as needed and will be effected through the City of Aspen Asset Management Plan Process or on an emergency basis if required to protect the City's assets and/or the Tenant's property and safety. This will be done solely upon City Council's appropriation of necessary funds. d. Noxious Ve etg ation . Tenant shall be required to accomplish all noxious vegetation control work on all property contained within the lease boundaries. Tenant shall, at its expense, accomplish noxious vegetation control work that includes control of all listed noxious weeds on the Colorado Department of Agriculture Noxious Weed Lists A, B, and C. (Exhibit B ). Tenant will meet annually with the City of Aspen Parks and Recreation Department to outline annual noxious vegetation control efforts. The City of Aspen Parks and Recreation Department will provide specific technical assistance on Integrated Pest Management strategies for noxious vegetation control efforts to the Tenant. e. Conservation Values Tenant shall maintain the facilities and property in concert with the Aspen Valley Land Trust Deed of Conservation Easement in Gross as described in the attached Exhibit C. f Environmental Protection Tenant shall meet with the City's Environmental Health Department and will comply with all environmental protection recommendations and guidelines as set forth by the Environmental Health Department. Any and all activities and events on the ranch will address environmental considerations at every stage and will include environmental factors in every decision to purchase a product or contract a service, in accordance with the City's ZGreen event standards. Tenant will make efforts to minimize water and energy consumption, waste generation, and air pollution emissions. No magnesium chloride will be used in any area of Cozy Point Ranch properties. Within six months from the beginning of this lease period an action plan for the environmental initiative portion of this section will be completed by the City and the Tenant. Energy Use and Greenhouse Gas Reduction Requirements are as follows: Cozy Point Ranch is a City of Aspen facility and as such the day-to- day activities and capital improvements must be actively working towards the City's goal of the reduction of Green House Gases (GHG). It is the Tenant's responsibility to identify, upgrade, install, operate and manage the property toward achieving this goal. Tenant is responsible for meeting with The City of Aspen's Energy Efficiency Manager to develop short-term and long-term goals for accomplishing those goals set forth in the City's Canary Initiative. Tenant agrees to achieve these goals, as follows: Buildings: • Reduce greenhouse gas emissions by 20% below 20041evels in all City of Aspen facilities. • Require all new construction (commercial & residential) to be 50% more energy efficient than the International Energy Conservation Code. • Upgrade existing facilities with the most energy efficient systems, utilities and amenities. • Require al] remodel projects to exceed the International Energy Conservation Code by 15 % on retrofits. • Require Energy Star® or equivalent products, when available, for any new equipment that uses electricity or natural gas. Transportation: Increase the use of highly fuel-efficient and low emissions-fuel engines and machinery in on-road and off-road vehicles used in the day to day operations of the facility, when new equipment is purchased as needed. Electricity: Generate and/or purchase 45% of the facilities power from renewable sources. Waste Reduction & Recycling: • Increase the facilities and operations overall solid waste recycling rate by 20%. • Decrease the amount of solid waste generated at the site. Bear-Proof Trash Facilities will be installed and maintained according to the following: It is Tenant's responsibility to manage solid waste according to City of Aspen ordinances. All solid waste that falls under the guidelines of the Wildlife Protection Ordinance is required to be managed according to the guidelines of the ordinance. Tenant may choose a method of wildlife resistance that best suits the needs of the ranch and its operations. This is more fully described below. Wildlife-resistant refuse container means a fully enclosed container that can be constructed of pliable materials, but must be reinforced to deter access by wildlife. The container must employ a sturdy lid that has a latching mechanism preventing access to its contents by wildlife. Wildlife Resistant Containers must meet the standards of testing by the Living With Wildlife Foundation and approved by the Interagency Grizzly Bear Committee (IGBC) as bear resistant for 90 minutes or otherwise be approved by aCity-designated official. (Ord. No. 27- 2005, §1; Ord. No. 8-2008) Wildlife-resistant dumpster enclosure means an enclosed structure consisting of four (4) sides and a secure door or cover, which shall have a latching device of sufficient design and strength to prevent access by wildlife. The enclosure shall not be larger than necessary to enclose the trash receptacles, shall not be attached to an historic structure, shall not be located in a public right-of--way and shall be located adjacent to the alley where an alley borders the property. An enclosure of less than one hundred twenty (120) square feet shall not require a building permit or Community Development review; however, plans for the dumpster are required to be reviewed and approved by a City Community Safety Officer or an Environmental Ranger prior to the commencement of construction. An enclosure of one hundred twenty (120) square feet or larger requires a building permit. Facility Recycling Requirements are described below: It is Tenant's responsibility to manage solid waste according to City of Aspen ordinances. The facility will have to provide recycling for its own operations and for the operations of any of its tenants or subleases. Recyclable Materials means any materials that are designated by the City Manager in the "Recyclable Materials List" which may include, but are not limited to, newspaper, office paper, cardboard, glass containers, plastic containers, steel cans and aluminum cans. Yard Waste shall mean materials generated from the maintenance of the vegetation on a property that have been designated by the City Manager in the "Banned Yard Waste List" which may include, but are not limited to, grass clippings, leaves, weeds, holiday trees and other plant materials. All recyclables and yard waste accumulated on any premises shall be placed in a container separate from garbage, or in a suitable manner such as cardboard broken down and placed on a shelf. g. Riparian Area Protection Tenant shall be required, at its expense, to implement a Riparian Area Protection Zone adjacent to all riparian and wetland areas identified within the boundaries of the leased area. This Riparian Area Protection Zone will consist of a 100-foot setback protection zone from all riparian and wetland areas identified within the leased portions of the property. h. Agricultural Activities Tenant shall, at its expense, provide to the City of Aspen Parks and Recreation Department an annual report which outlines specific agricultural activities proposed for the leased property. This report will include specific infonnation related to all agricultural activities proposed for the facility. This report will also specify proposed improvements to the quality of the agricultural lands for review by the City of Aspen. Storage of Vehicles and Miscellaneous Items Tenant shall allow only those vehicles and other miscellaneous items that are associated with direct facility operations to be stored on the property described in this lease agreement. The facility shall not be operated as a storage facility for any vehicles or other miscellaneous items that are not directly related to equestrian facility operations or agricultural operations. Storage of horse trailers at the facility is allowable. EmerQencv Plans and Safetv Procedures In compliance with instructions from the Aspen Fire Protection District, Tenant shall create, submit and implement specific emergency plans to address the possibility of a fire or other emergency and shall post emergency evacuation plans and educate all employees and inform boarders of these procedures. Fire extinguishers and smoke detectors will be installed and kept in working order in compliance with Aspen Fire Protection District regulations, including in the residences on the property. In addition, an annual safety inspection and audit will be conducted by the Colorado Intergovernmental Risk Sharing Agency (CIRSA), and Tenant agrees to implement any and all recommendations for improvements that may arise from such audit, including but not limited to electrical, mechanicals, and any other utilities. The City may contribute to these improvements, based upon their cost and size. If an inspection uncovers a significant capital expenditure that is needed, the City of Aspen and Tenant shall work together to incorporate these necessary improvements into the City of Aspen Asset Management Process. k. Sienaee The City of Aspen and Tenant shall work together to implement a specific signage plan at the facility that clearly and specifically identifies that the leased property is owned by the City of Aspen. This signage plan shall be designed to provide information to the public about general directions, hours of operations, emergency contact information, recreational opportunities, and other specific information about the facility and property as is deemed appropriate. Tenant shall not place any signs upon the Premises or upon the buildings except of such design and construction as may be permitted by City. It is understood by the parties that placement of an identification sign or signs is important and necessary to Tenant's business, and' permission shall not be unreasonably withheld for the posting of a sign for Tenant's business provided that such sign complies with all applicable laws and regulations. Any sign permitted by City shall at all times comply with applicable ordinances, rules and regulations. Directional and all other signage within the ranch property shall be the responsibility and expense of Tenant upon review and approval by the City. The City of Aspen shall bear the responsibility for creating and installing adequate signage to identify Cozy Point Ranch as a City of Aspen Open Space facility. 1. Recreational and Educational Opportunities Increased public involvement on Cozy Point Ranch is important to the City of Aspen. Tenant shall contact the City of Aspen Recreation Department and the Special Events Department annually to identify additional opportunities which may exist for developing recreational programming and events at the ranch. Horse-riding experiences for non-horse owners are encouraged. In addition, non- horse related activities at the facility need to be expanded for children and young adults such as sporting activities, competitions, fund-raising events, hiking, biking, etc Tenant shall develop interpretive and educational outreach programs designed to embrace the community in areas not only relating to the equine experience, but opportunities for other entities to hold classes or create experiences for adults and children to learn the history of ranching in the valley and/or experience life on a operating ranch facility as it exists today. Guided hikes, summer camps, self- guided tours, etc., may be included in such efforts. A report of such activities will be sent annually to the City of Aspen Parks and Open Space Director. Tenant shall annually report on all newly created outreach educational and recreational activities on the ranch, specifically addressing non-equestrian activities. Tenant shall report on efforts to offer and advertise the ranch as a 10 public facility available for use by the general public and non-profit organizations alike. During the first year of the term of this lease, Tenant shall create a baseline record of all outreach activities which will be reported to the City of Aspen Parks and Open Space Director. Tenant shall document both the number of days and people served during each and every activity or event held on the ranch and shall report these annually to the City's Parks and Open Space Director. During all subsequent years of the term of this lease, Tenant will annually achieve a reasonable increase in these and other non-equestrian activities occurring at the ranch. Tenant's anticipated marketing plan for effecting these increases will be reviewed by the City's Parks and Open Space Director and will be revised as necessary by the Tenant. Tenant and the City shall annually assess the success of the educational and recreational outreach activities on the ranch and will make adjustments based upon the measured success of these activities. The level of success will be measured in many arenas including advertising efforts, marketing activities, percentage of increase in the use of the ranch, and increase in the diversity of users on the ranch. m. Financial Reporting Tenant shall submit quarterly financial reports including income and expense statements to the City of Aspen Finance Department and maintain normal books of account on all operations for review upon request by City officials or staff. n. Status Reports Tenant shall submit annual status reports to the City of Aspen Director of Parks and Open Space for distribution to City officials and staff in order to facilitate City monitoring of all activities of the Property. These reports include a narrative detailing the status of ranch land management activities, and equine facility management and business management updates, with an overview of specific plans in each area moving forward. o. Complaints and Incident Reports Any incidents of complaints and all issues requiring City action or decisions need to be submitted to the Director of Parks and Open Space. Further, City shall promptly notify Tenant of any complaints received by City regarding the operation of the facility. Tenant shall not discourage the reporting of complaints or issues directly to the City of Aspen which may arise from any source. p. Permits 11 Tenant shall secure such permits as may be required by Pitkin County, if any, for uses of and activities on the ranch and equestrian center property and notify the City Manager and other organizations and agencies (e.g., Sheriff, Brush Creek Homeowners Association, Snowmass Village, etc.), where appropriate, in advance of all special events on, or uses of, the Premises. q. Liability Insurance Tenant shall maintain such general liability insurance coverage for persons and animals under Tenant's care as shall be required by the City on all uses of and activities on the property and obtain signed Releases of Liability of both the City and the management entity from all boarders and all participants in all equestrian activities on the property, to be preserved for not less than three (3) years. Notwithstanding the foregoing, however, in the event that Tenant is unable to obtain and/or maintain insurance at a reasonable cost, then Tenant may, in its discretion, terminate this Agreement by providing City with not less than sixty (60) days prior written notice of termination. For purposes of this subsection, unreasonable cost shall mean either a 100% annual increase in the cost of premiums or a total cost of insurance premiums in excess of $10,000.00 in any single calendar yeaz. Annual Performance Measures Tenant shall be required to meet or exceed the Following annual performance measures as outlined below: Through an annual survey of Tenant's clients, the City shall acquire customer service data to assess the level of satisfaction with Tenant's staff, including dispute resolution process, and the overall general condition of facilities and services provided at Cozy Point Ranch. The City and Tenant shall agree on a survey instrument to be used for this purpose. The survey shall solicit responses that can be graded on a scale of 0 to 10. A successful "level of satisfaction" shall include a total average score of seven (7) or better. 2. The City shall annually engage an equine specialist to provide a professional inspection and assessment of the equine facilities at Cozy Point Ranch. The City and the Tenant shall mutually agree on the selection of the equine specialist. The specialist will certify that the operations are meeting the standazd of professionalism and safety as it relates to the overall equine operations. The specialist will inspect and report on the footing, fencing, safety and any other items that maybe deficient regarding the operations or genera] maintenance of the facility. Tenant shall act as project manager to remedy immediately any deficiencies that maybe uncovered. For any and all items that require a significant capital investment, Tenant shall prepare a summary of improvements, costs, and completion schedule to present to the 12 City to correct the deficiencies. If approved, funding will be effected through the City of Aspen Asset Management Plan Process at the discretion of City Council. 3. The Tenant in conjunction with the City shall meet annually with both the Aspen Valley Land Trust (AVLT) and Roaring Fork Conservancy (RFC) to craft an inventory and action plan of sustainable agricultural practices and environmental stewardship actions. AVLT and RFC shall certify that the environmental standards are being met and that Tenant is meeting the standards of good environmental stewardship on the property. Any deficiencies noted in AVLT's or RFC's reports shall be corrected by Tenant within a reasonable time. s. Business Plan Tenant's business plan as submitted during the Request For Proposals process is attached hereto as Exhibit D and made a part of this lease. Non-compliance with any goals or objectives set forth herein shall place Tenant on probation effective immediately for one (1) year, during which time Tenant shall cure any and all deficiencies. The City, at its sole discretion, may terminate this lease with ninety (90) days' notice, if Tenant fails to cure any terms and conditions set forth herein and above within the one (1) year probation period. The City shall use objective standards, when available or possible, to determine Tenant's compliance; however, the City shall be the sole judge of Tenant's compliance with the performance standards set forth above. 7. Duties of the City Relative to the Ranch and Equestrian Center. During the term of this Agreement the City agees to the following: a. City shall grant to Tenant the right of quiet enjoyment of the Premises, and to permit Tenant to use the Premises for Tenant's sole use and occupancy, and to manage the Premises, and conduct Tenant's equestrian business on the Premises, in a commercially reasonable manner as may be determined by Tenant in Tenant's sole discretion for so long as Tenant shall abide by the terms of this Agreement. b. In the event that City decides to sell the Premises during the term of this Agreement, then Tenant shall have a right of first refusal to purchase the Premises. Tenant's right shall run for a period of thirty (30) days from the date that City presents to Tenant an executed contract to purchase the Premises. Tenant may exercise such right within such time period by providing City with a written notice stating that Tenant desires to purchase the Premises on the same teens as set forth in said contract. Tenant's failure to send such a notice within the thirty (30) day time period shall constitute a waiver of Tenant's right. 13 c. In the event that Tenant has performed its obligations hereunder, and in the event that the term of this Agreement expires, then Tenant shall be given the opportunity to match any competing bids that City may receive to operate the Premises subsequent to the term hereof. Such right shall run for a period of thirty (30) days from the date that City presents to Tenant a document stating the terms upon which a competitor of Tenant desires to operate the Premises. Tenant may exercise such right within such time period by providing City with a written notice stating that Tenant desires to operate the Premises on the same terms as set forth in said contract. Tenant's failure to send such a notice within the thirty (30) day time period shall constitute a waiver of Tenant's right. 8. Utilities and Security System. Tenant shall, at its own expense, provide all water, heat and electric utilities, and telephone service for the buildings and ranch operation. 9. Personal Pronerty. All personal property and trade fixtures placed on the Premises shall be at Tenant's sole risk and City shall not be liable for damage to or loss of such personal property or trade fixtures arising from the acts or neglect of Tenant, its agents or employees. Any personal property or trade fixtures of Tenant or anyone claiming under Tenant, which shall remain on the Premises after the date upon which the Premises shall be surrendered, shall be deemed to have been abandoned and may be retained by City as its property or disposed of by City in such a manner as City sees fit. 10. Taxes. In the event any taxes are levied and assessed upon Tenant's leasehold interest in the Premises or upon the improvements, fixtures or personal property of the Tenant during the term of Tenant's occupancy of the Premises or arising therefrom, or upon the leasehold or possessory interests as created through this lease, Tenant shall be solely responsible to satisfy and pay all such taxes in a timely fashion. Tenant shall not allow any liens for taxes or assessments to exist with respect to the Premises, except that Tenant may permit such taxes or assessment to remain unpaid while pursuing any good faith contest or appeal of same. 11. Indemnification. Tenant agrees to indemnify and hold harmless the City, its officers and employees, from and against all liability, claims, and demands, on account of injury, loss, or damage, including, without limitation, claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other similar loss, which arise out of or are in any manner connected with this Agreement, if such injury, loss, or damage is caused in whole or in part by, the omission, error, or negligence of the Tenant, any subcontractor of the Tenant, or which arises out of any workmen's compensation claim of any employee of the Tenant or of any employee of any subcontractor of the Tenant. 12. Public Liability Insurance. Tenant agrees to furnish City with certificate(s) of insurance as proof that it has secured and paid for a policy of public liability insurance covering all public risks related to the leasing, use, occupancy, maintenance, operation or location of the Premises. 14 The insurance shall be procured from a company authorized to do business in the State of Colorado and be satisfactory to City. The amount of this insurance, without co-insurance clauses, shall not be less than the maximum liability that can be imposed upon the City of Aspen under the laws of the State of Colorado found at C.R.S. 24-10-101 et seg., as amended. At present, such amounts shall be as follows: $150,000.00 for any injury to one person in any single occurrence; $600,000.00 for any injury to two or more persons in any single occurrence. In no event shall such insurance amounts fall below those maximum liability limits as set forth at C.R.S. 24-10-114, as amended. City shall notify Tenant of any changes in the above referenced amounts. 13. Termination Due to Fire or Similar Catastrophe. If, absent negligence or fault on the part of Tenant, the Premises shall be damaged by fire or other catastrophe so as to render said Premises wholly untenable, and if such damage is so great that a competent licensed architect in good standing in Pitkin County, Colorado, as selected by both the City and Tenant, within fourteen (14) days from the date of loss, shall certify in writing to the City and Tenant that the Premises, with reasonable diligence, cannot be made fit for occupancy within ninety (90) days from the happening of the occurrence of the damage, then Tenant may elect in writing (no later than ten (10) days from the date of the architect's certificate) to either continue this Agreement or terminate this Agreement. If Tenant elects to continue this Ageement, then Tenant and City shall meet and attempt to negotiate in good faith a reduction in rent so as to compensate Tenant for the damage caused to the Premises; in the event that such negotiations fail, then Tenant may terminate this Agreement by providing to City a written termination notice. In the event that the Premises were damaged absent negligence or fault on the part of Tenant, then Tenant shall be released from Tenant's obligations set forth herein to return the Premises to City in the same condition (ordinary wear and tear excepted) as existed on the date hereof for those portions of the Premises damaged by fire. If, however, the damage is not such as to prevent reoccupation and use of the Premises within ninety (90) days, then repairs thereto shall be undertaken by Tenant (to be offset against rents otherwise due to City) with all reasonable speed to restore the Premises to its former condition and the Agreement shall remain in effect. Tenant's duties and obligations to provide services as herein set forth shall be suspended during those time periods wherein the Premises are unfit for normal business activities due to fire or other catastrophe, and/or repair activities associated therewith. 14. City to be Named a Co-Insured or Additional Insurance. Tenant shall name City as co- insured or additional insured on all insurance policies and such policies shall include a provision that written notice of any non-renewal, cancellation or material change in a policy by the insurer shall be delivered to City thirty (30) days in advance of the effective date. 15. Repairs and Alterations by Tenant. Tenant, upon city's written consent, may, at its own 15 expense, make reasonable and necessary alterations or improvements to the Premises. All alterations, additions and improvements shall be performed in a workmanlike manner, in accordance with all applicable building and safety codes, and shall not weaken or impair the structural strength or lessen the value of the Premises. All permanent, fixed alterations, additions and improvements made in or to the Premises shall be the property of City and remain and be surrendered with the Premises upon termination of this Agreement; provided, however, that any portable, modular, or temporary structures paid for by Tenant shall remain the property of Tenant; provided, however, that they are identified as such in writing prior to their construction or placement into service. Tenant agrees that prior to any construction or installation of alterations, additions or improvements, Tenant shall post on the Premises in a conspicuous place a notice ofnon-liability for mechanic's lien as specified at C.R.S. Section 38-22-105 on behalf of the City and shall notify City of such posting and the exact location of same. Perfection of a mechanic's lien against the Premises as a result of Tenant's acts or omissions maybe treated as a material breach of this Agreement. 16. Reyairs and Alterations by City. City reserves the right, from time to time, at its own expense and by its officials, employees and contractors, to make such alterations, renovations or repairs in and about the Premises. City shall provide reasonable notice to Tenant in advance of any intent to undertake alterations or repairs as authorized in this paragraph and all work shall be performed at such times as mutually agreed to between the parties so as to eliminate or minimize any disruption of Tenant's business and protect the health and safety of the animals. 17. Condemnation. If during the term of this Agreement, or any renewal of it, the whole or part of the Premises, or such portion as will make the Premises unusable for the purpose leased, or the leasehold interest, be condemned by public authority, for public use, then this Agreement shall cease as of the date of the vesting of title in the Premises in such condemning authority, or when possession is given to such authority, whichever event occurs first. Tenant shall be entitled to that part of any condemnation award for the value of the unexpired term of this Agreement or for any other estate or interest in the Premises. 18. Assignment of Agreement. Tenant shall not assign, pledge, sublease or otherwise dispose of or encumber this Agreement, or the Premises, without the prior written consent of the City. Notwithstanding the foregoing, however, Tenant may sublease portions of the Premises to third parties, from time to time; no such sublet shall relieve Tenant of its obligations hereunder. Tenant shall notify City of all subleases for portions of the Premises. 19. Breach a. Breach by Tenant: If Tenant shall fail to timely comply with any of the terms or conditions of this Agreement, including, but not limited to, maintaining the premises used by animals in a safe, healthy and sanitary condition, or any notice given under it, or shall become insolvent, or shall have or attempt to make an 16 assignment for the benefit of creditors, or if any of its property be attached and such attachment is not promptly released, or if an execution be issued against it, or, if a petition be filed by or against it, to have it adjudicated a bankrupt, or if a trustee or receiver shall be created or appointed to take charge of its assets, or if it shall abandon the Premises for a period of more than seventy-two (72) hours, then at any time afterwards City may treat such act or omission as a breach of this Agreement. In the event of any such breach, City shall send to Tenant a written notice stating the grounds of such breach. Tenant shall then have thirty (30) days within which to cure such breach. Failure to so cure any such breach shall constitute an "Event of Default" hereunder. b. Breach by City: If City shall fail to timely comply with any of the terms or conditions of this Agreement, or in any way disturbs Tenant's quiet enjoyment of the Premises, then Tenant may treat such act or omission as a breach of this Agreement. In the event of any such breach, Tenant shall send to City a written notice stating the grounds of such breach. City shall then have thirty (30) days within which to cure such breach. Failure to so cure any such breach shall constitute an "Event of Default" hereunder. 20. Remedies: a. City's Remedv for Event of Default: Any Event of Default by Tenant shall be cause for termination of the Agreement by City in the manner set forth in this paragraph. City shall deliver to Tenant three (3) business days' prior written notice of its intention to terminate this Agreement. City shall have the right to declare this Agreement terminated upon the end of such three (3) business day period, and all rights powers and privileges of Tenant as provided through the Agreement shall cease, and Tenant shall immediately vacate the entire Premises. In addition to the above stated remedy, if in the reasonable opinion of the City, Tenant has failed to maintain the premises in a safe, healthy and sanitary condition which threatens the well being of any animals boarded on the premises following notice of such condition(s) by the City and failure to cure by Tenant in a reasonable period of time, City shall have the right to terminate this Agreement upon seventy-two (72) hours written notice as provided above; and, at its option, enter into the Premises and remove all persons and take and retain possession thereof either with or without process of law. The City shall retain the services of a qualified veterinarian to assist the City in determining the safety and well being of any animals boarded at the facilities. b. Tenant's Remedv for Event of Default: Any Event of Default by City shall be cause for Tenant's recourse to the remedies set forth in this paragraph. Tenant may elect to either terminate this Agreement or continue this Agreement if any 17 Event of Default by the City shall occur. If Tenant desires to terminate this Agreement, then Tenant shall deliver to City three (3) business days' prior written notice of its intention to terminate this Agreement. Tenant shall have the right to declare this Agreement terminated upon the end of such three (3) business day period, and all obligations of Tenant as provided through the Agreement shall cease. Furthermore, notwithstanding any such termination, Tenant may seek to recover in a court of law any lost profits or any other costs and/or expenses incurred by Tenant as a result of the City's breach of this Agreement. If Tenant desires to continue this Agreement, then Tenant may send to City a written notice indicating that Tenant intends to continue this Agreement, but which notice shall also state any amounts of rent that Tenant intends to withhold for lost profits, or other costs, which Tenant may seek to recover in order to compensate Tenant for the damage caused to Tenant by City's breach of this Agreement. 21. Non-Waiver of Rights. Any failure by City or Tenant to so terminate this Ageement as herein provided after the breach, default or failure by Tenant or City, as the case may be, to adhere to the terms of the Agreement shall not be deemed or construed to be a waiver or continuing waiver by City or Tenant of any their respective rights to terminate the Agreement for any present or subsequent breach, default or failure. 22. Non-Discrimination. Tenant agrees to comply with all laws, ordinances, rules and regulations that may pertain or apply to the Premises and its use. In performing under the Agreement, job applicant, or any member of the public, because of race, color, creed, religion, ancestry, national origin, sex, age, marital status, physical handicap, affectional or sexual orientation, family responsibility or political affiliation, nor otherwise commit an unfair employment practice. 23. Independent Contractor Status. It is expressly acknowledged and understood by the parties that nothing contained in this Agreement shall result in, or be construed as establishing an employment relationship. To the extent that this Agreement may be construed as requiring Tenant to provide services to or on behalf of City, Tenant shall be, and shall perform as, an independent contractor who agrees to use his or her best efforts to provide the said services on behalf of the City. No agent, employee, or servant of Tenant shall be, or shall be deemed to be, the employee, agent or servant of the City. City is interested only in the results obtained under this Agreement. The manner and means of conducting the work aze under the sole control of Tenant. None of the benefits provided by City to its employees including, but not limited to, worker's compensation insurance and unemployment insurance, are available from City to the employees, agents or servants of Tenant. Tenant shall be solely and entirely responsible for its acts and for the acts of Tenant's agents, employees, servants and subcontractors during the term of this Agreement. Tenant shall not be, or shall be deemed to be, the employee, agent or servant of the City. City is interested only in the results obtained under this Agreement. The manner and means of conducting the work are under the sole control of Tenant. None of the benefits 18 provided by City to its employees including, but not limited to, worker's compensation insurance and unemployment insurance, are available from City to the employees, agents or servants of Tenant. Tenant shall indemnify City against all liability and loss in connection with, and shall assume full responsibility for, payment of all federal, state and local taxes or contributions imposed or required under unemployment insurance, social security and income tax law, with respect to Tenant and/or Tenant's employees engaged in the performance of the services agreed to herein. 24. Notice. Whenever this Agreement calls for or provides for notice and notice is not otherwise specified, the same shall be provided in writing and shall be served on the person(s) as designated by the parties below, either in person or by certified mail, postage prepaid and return receipt requested. For City: Aspen City Manager 130 South Galena Street Aspen, Colorado 81611 For Tenant: Monroe Summers COZY POINT RANCH, LLC 111K AABC Aspen, CO 81611 The parties may change or add such designated person(s) or addresses as may be necessary from time to time in writing. 25. Binding Effect. All of the terms and conditions as contained in this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. 26. Controlling Law. This Agreement shall be enforced and interpreted in accordance with the laws of the State of Colorado. Any action brought to enforce or interpret this Agreement shall be brought in the District Court in and for Pitkin County, Colorado. In the event of litigation between the parties concerning this Agreement or matters arising therefrom, the prevailing party shall be awarded its costs and reasonable attorney's fees. 27. Entire Agreement. This instrument constitutes the entire agreement by the parties concerning the Premises and shall supplant and supersede any previous agreements between the parties pertinent to the Premises. Any prior or contemporaneous oral or written agreement that purports to vary from the terms as set forth herein shall be void and of no effect. 28. Amendments. Except as otherwise provided herein, this Agreement and all of its terms and conditions may not be amended or modified absent a written agreement duly executed by the parties. 19 WHEREFORE, the parties, through their duly authorized representatives, have executed this Agreement upon the dates as set forth herein. ATTEST: LESSOR: THE CITY OF A PEN, CO~LORAD~O By: ~~/~,..,~ Name: Stephen Barwick Title: City Manager LESSEE (Ten t, COZY PO ~ CH, LLC By: Name: Monroe Summers Title: General Manager 20 t.~~'yW ~ ~~+~ ~ ~ .,~ ~'s~ ~ i t:.i i ( ° ~'S l'~ ~, .,R~ ~' d a r _ ~,,, i ~'~~ .4,^14}, ~,~ .. ~ ^'~ k r; ~ .-~~,~ ~ _ ~ ~, '~ 3:. -w~ ~, P ~ e i1 iK"1 ~ ~~`~ ~X f~ 4 ~' ~ °' ~ ~, t ,r ~ 9,~K'~" -~ _ a^fi t e ~~ ~,~' Y• ; ~~~ ' ~d,, ~r n ~, ~:Y 1 a '~ _ ~ ~' ° r 4 - ~ ,~ ,,A. ". ts"P .,. ~ _ ti r yi U -p X 6 r l~„ ~ ~ , ~,' fit. (y ~C N f :r 11 4w .+ _ ~ 3.' ~ r-~ ^ r~ C ~ M t r ~'~~ ~ ; ~ a 'r~ ? a ~ ~,,. _ t '~ :~~ 4 ,. . ,. ,, e~ ~ , k~ ~, `, ~ l ~ 3~ ~ ~, ~~ / ~,~; ~ .1 ~ ~N r1 ~j ~ M ,. j: ~ ~ dl ~ u ~ f ~ r-+~ ~1~ , ,,. l'~ `~ ~'S` F t ~ ~ ~~ ,~`r j~.,-.~~ y . 4A~ 4 ~ , .~ ~ c .. Yom, ~' L +~ F '~ } ~y; ~ S ~ V -~ k t n ! y,,. ~ ' ~ ~ t lit f 1 ~~. ~ ~~ ~ ~ a~ S ~-., y> ~ ~ ~ (p ~ (Q e ~ ~ \ ~ :~ 'i ~~... '1 .'tfP' t,J ~„ cn rr~ ~~~ °:~4~ n~.. ~\ ~ A~"fit ~ C~ ,4 t ~ U V EXHIBIT B Colorado Department of Agriculture Noxious Weed Lists A, B, and C Excerpt from: DEPARTMENT OF AGRICULTURE Plant Industry Division S CCR 1203-19 RULES PERTAINING TO THE ADMINISTRATION AND ENFORCEMENT OF THE COLORADO NOXIOUS WEED ACT (Title 35, Article 5.5) Part 3 List A Noxious Weed Species 3.1. List A of the Colorado noxious weed list comprises the following noxious weed species: African rue (Peganum harmala) Camelthorn (Alhagi pseudalhagi) Common crupina (Crupina vulgaris) Cypress spurge (Euphorbia cyparissias) Dyer's woad (Isatis tinctoria) Giant salvinia (Salvinia molesta) Hydrilla (Hydrilla verticillata) Meadow knapweed (Centaurea pratensis) Mediterranean sage (Salvia aethiopis) Medusahead (Taeniatherum Caput-medusae) Myrtle spurge (Euphorbia myrsinites) Orange hawkweed (Hieracium aurantiacum) Purple loosestrife (Lythrum salicaria) Rush skeletonweed (Chondrilla juncea) Sericea lespedeza (Lespedeza cuneata) Squarrose knapweed (Centaurea virgata) Tansy ragwort (Senecio jacobaea) Yellow starthistle (Centaurea solstitialis) 3.2. All populations of List A species in Colorado are designated by the Commissioner for eradication. 3.3. It is a violation of these rules to allow any plant of any population of any List A species to produce seed or develop other reproductive propagules. Part 4 List B Noxious Weed Species 4.1. List B of the Colorado noxious weed list comprises the following noxious weed species: Absinth wormwood (Artemisia absinthium) Black henbane (Hyoscyamus niger) Bouncingbet (Saponaria officinalis) Bull thistle (Cirsium vulgare) Canada thistle (Cirsium arvense) Chinese clematis (Clematis orientalis) Common tansy (Tanacetum vulgare) Common teasel (Dipsacus fullonum) Corn chamomile (Anthemis arvensis) Cutleaf teasel (Dipsacus laciniatus) Dalmatian toadflax, broad-leaved (Linaria dalmatica) Dalmatian toadflax, narrow-leaved (Linaria genistifolia) Dame's rocket (Hesperis matronalis) Diffuse knapweed (Centaurea diffusa) Eurasian watermilfoil (Myriophyllum spicatum) Hoary cress (Cardaria draba) Houndstongue (Cynoglossum officinale) Leafy spurge (Euphorbia esula) Mayweed chamomile (Anthemis cotula) Moth mullein (Verbascum blattaria) Musk thistle (Carduus nutans) Oxeye daisy (Chrysanthemum leucanthemum) Perennial pepperweed (Lepidium latifolium) Plumeless thistle (Carduus acanthoides) Quackgrass (Elytrigia repens) Redstem filaree (Erodium cicutarium) Russian knapweed (Acroptilon repens) Russian-olive (Elaeagnus angustifolia) Salt cedar (Tamarix chinensis, T.parviflora, and T. ramosissima) Scentless chamomile (Matricaria perforata) Scotch thistle (Onopordum acanthium) Scotch thistle (Onopordum tauricum) Spotted knapweed (Centaurea maculosa) Spurred anoda (Anoda cristata) Sulfur cinquefoil (Potentilla recta) Venice mallow (Hibiscus trionum) Wild caraway (Carum carvi) Yellow nutsedge (Cyperus esculentus) Yellow toadflax (Linaria vulgaris) 4.2. List B noxious weed species are species for which the Commissioner, in consultation with the state noxious weed advisory committee, local governments, and other interested parties, develops and implements state noxious weed management plans designed to stop the continued spread of these species. List B species must be managed in accordance with all the provisions of this Part 4, including any applicable state noxious weed management plans. Until a plan for a particular species is developed and implemented by rule, all persons are recommended to manage that species. Part 5 List C Noxious Weed Species 5.1. List C of the Colorado noxious weed list comprises the following noxious weed species: Chicory (Cichorium intybus) Common burdock (Arctium minus) Common mullein (Verbascum thapsus) Common St. Johnswort (Hypericum perforatum) Downy brome (Bromus tectorum) Field bindweed (Convolvulus arvensis) Halogeton (Halogeton glomeratus) Johnsongrass (Sorghum halepense) Jointed goatgrass (Aegilops cylindrica) Perennial sowthistle (Sonchus arvensis) Poison hemlock (Conium maculatum) Puncturevine (Tribulus terrestris) Velvetleaf (Abutilon theophrasti) Wild proso millet (Panicum miliaceum) 5.2. List C noxious weed species are species for which the Commissioner, in consultation with the state noxious weed advisory committee, local governments, and other interested parties, will develop and implement state noxious weed management plans designed to support the efforts of local governing bodies to facilitate more effective integrated weed management on private and public lands. The goal of such plans will not be to stop the continued spread of these species but to provide additional education, research, and biological control resources to jurisdictions that choose to require management of List C species. IE~Ilif«~`iJ' '+' 1111111 VIII IIIIII(VIIIIIII(VIIIIIIII 11111111 IIII IIII 06/~ 0 2003 12:52P 5ILVIR URVIS PITKIN COUNTY CO R 96.00 D 0.00 DEED OF CONSERVATION EASEMENT l1V GROSS Cozy Point Ranch, Aspen ~~G J~i~l.~." THIS DEED QF CONSERVATION EASEMENT is granted this _day of - ,-2003, by the CITY OF ASPEN ("Grantor"), to and for the benefit of ASPEN VALLEY LAND TRUST, a Colorado nonprofit.corporation, 320 Main Street, Suite 204, Cazbondale, Colorado 81623, (the "Trust")(collectively, the "Parties"). RECITALS WHEREAS, Grantor is the sole owner in fee simple of certain real property in Pitkin County, State of Colorado, more particularly described inExhibit A (the `Propert}~~. The Property is comprised of approximately 168 acres of land commonly known Cozy Point Ranch, and ~ WHEREAS, the Property possesses natural, scenic, open space, and recreational values v (collectively, "Conservation Values' of importance to the Trust, the people of Pitkin_County, ~--_. and the people ofthe.State of Colorado that aze worthy ofpreservation; and WHEREAS, in particulaz, the Property is a historic ranch established in 1890 and is currently a working equestrian center and ranch with open space, highly visible from Highway ~-- 82, and which also provides habitat for deer, elk, birds and other wildlife, and is bisected by ~ Brush Creek through the northern portion of the property; and WHEREAS, the City of Aspen has managed the property as a working equestrian ranch and has undertaken efforts to restore the creek-side habitat and elk and deer habitat in portions of the ranch; and WHEREAS, the specific Conservation Values of the Property are documented in an inventory of relevant features of the Property, on file at the office of the Trust, (which consists of _ reports, maps, photographs, and other documentation that the Parties agree provides, collectively, _ an accurate representation of the Property. at the time of this grant and which is intended to serve as an objective information baseline for monitoring compliance with the terms of this grant; and WHEREAS, Grantor intends that the Conservation Values of the Property be preserved and maintained by the continuation of land use patterns, including, withcut limitation, those relating to open space, wildlife habitat and recreational uses existing at the time of this grant, including the equestrian center and related employee housing, agricultural structures and equestrian facilities, which the Trust acknowledges and agrees do not significantly impair or interfere with those values; and WHI?REAS, Grantor intends, as owner of the Property, to convey to the Trust the right to preserve and protect the Conservation Values of the Property in perpetuity; and RETURN TO: 533153.1 AUTSIN PEIRCE AND SMITH ____ ..-.~i'. l.r I Illiil Illll 111111 VIII) III) 111111 11111 III VIII Illl IIII sia~i20~a{ ; ~ a?v~ SdLViq DRVIS PITKIN COUNTY CO R 96.00 D 0.00 WHEREt15, the Trust agrees by accepting this grant to honor the intentions of Csrantor stated herein and to preserve and protect in perpetuity the Conservation Values of the Properiy for the benefit of this generation and the generations to come; and W1=ICREAS, the Trust is a charitable organization as described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code") and is a publicly supported organization as described hi Section 170(b)(1)(A) of the Code whose primary purpose is to preserve and protect the nahrral, scenic, agricultural, historical, and open space resources of the Pitkin County and Roaring Fork Valley area, including the area in which the Property is located, by assisting landowners who wish to protect their land in perpetuity, and is a "qualified organization" to do so within the meaning of Section 170(h)(3) of the Code; and WHEREAS, the State of Colorado has recognized the importance of private efforts toward the preservation of natural systems in the State by the enactment of C.R.S. 38-30.5-101 et seq.; and WHEREAS, the Board of Directors of the Trust has duly adopted a resolution approving the Trust's execution and acceptance of Grantor's gift of this Conservation Easement. NOW, TFIEREFORE, in consideration of the above and the mutual covenants, terms, conditions, and restrictions contained herein, and pursuant to the laws of the State of Colomdo, and in particular C.R.S. 38-30.5-101 et seq., Grantor hereby voluntarily grants and conveys to the Trust, its successors and assigns, a Conservation Easement in Gross in perpetuity, consisting of the rights and restrictions enumerated herein, over and across the Property (the "Easement"). 1. Purposes. The purposes of this Easement are to assure that the Property will remain forever predominantly in its open space, natural habitat and agricultural condition subject to the uses of the Property permitted hereunder, and to prevent any use of the Properly that will significantly impair or interfere with the Conservation Values of the Property and, in the event of their degradation or destruction, to restore such Conservation Values of the Property. Grantor intends that this Easement will confine the use of the Property to such activities, including, without limitation, those involving agriculture, conservation education, and general conservation purposes, as aze consistent with the purposes of this Easement. Pursuant to the terms of C.R.S. 38-30.5-101 et seq., the Property preserved hereby may not be converted or directed to any uses other than those provided herein. 2. Baseline Documentation. The Parties acknowledge that Baseline Documentation of the Property will be prepazed by September 1, 2003, by a person familiar with Conservation Easements and the property familiar with the environs. The Baseline Documentation has been reviewed and approved by the Trust and the Grantor as an accurate representation of the biological and physical condition of the Property at the time of this grant. Grantor has retained a copy of the Baseline Documentation for its records and a copy of the Baseline Documentation is on file with the Trust. 3. Rights of Trust. To accomplish the purposes of this Easement, Grantor conveys the following rights to the Trust: 533153.1 2 . I IIIIII VIIIlIIIII IIIIII IIII IIIIII VIII III VIII IIII IIII ®0 Q 0 30 3r ©~~:S~F' SILVIR D 3.1. The 3ignr ro preseave and protect the Conservation Values of the Property in perpetuity; and 3.2. The right to enter upon the Property at reasonable times, to inspect the Property thoroughly, to monitor Grantor's compliance with and otherwise enforce the terni5 of this Easement; provided that such entry shall be upon twenty-four hour prior notice to Crrantor, and except that no such notice shall be required in the event the Trust reasonably believes that immediate entry upon the Properly is essential to prevent or mitigate a violation of this Easement. The Trust shall not unreasonably interfere with Grantor's use and quiet enjoyment of the Property; and 3.3. The right to prevent any activity on or use of the Property that is inconsistent with the purposes of this Easement, or which may have an adverse impact on the Conservation Values of the Property, and to require the restoration of such areas or features of the Property that are damaged by any inconsistent activity or use; and 3.4. Any other rights that the Parties may approve consistent with the purposes of this Easement and the Conservation Values. 4. Prohibited Uses. Any activity on or use of the Property inconsistent with the purposes of this Easement is prohibited. Without limiting the generality of the foregoing, the following activities and uses are expressly prohibited: A. The change, disturbance, alteration, or impairment of the agricultural values within and upon the Property, except as provided herein. B. The constnrction, placement, reconstruction or replacement of any buildings, structures, camping accommodations, mobile homes, boat ramps, or billboards, except as expressly provided herein. C. The conveyance of easements, rights-of--ways, the paving or grading of roadways or the construction of any roadways without the consent of the Trust, which consent shall be in the Trust's sole discretion. D. The removal, destruction, or cutting of native vegetation; _ E. The introduction of non-native plant or animal species except for commonly acceptable agricultural species; F. The use of pesticides or fertilizers other than for the control of noxious weeds andlor pests in a manner consistent with sound environmental conservation practices; G. The exploration for or extraction of minerals, oil, gas, or other hydrocarbons, soils, sands, gravel, rock, or other materials on or below the surface of the Property. Grantor shall not transfer, lease or otherwise separate the soil, sand, gravel, rock, oil, natural gas, fuel or any other mineral substance from the Property; 533153.1 3 iIIIIIIVIII IIIIII III~II III~III~I~IIIII III VIIIIIII III 08@+6/33~e p2000© q:~?P I-I. The division, subdivision, or de facto subdivision of the Property into two or more parcels of laud; I. The use of any motorized vehicles off roadways now existing or new roadways pernitted herein, except for agricultural uses; J. The establishment or maintenance of any commercial feed lot, which shall be defined for purposes of this Conservation Easement as a permanently constructed confined area or facility within which the land is not grazed or cropped annually; for purposes of engaging in the business of the reception and extended feeding and finishing of lazge numbers of livestock for hire; K. The accumulation, dumping or other disposal of trash, ashes, garbage, or other offensive or unsightly refuse on the Property; ' L. The manipulation, diversion, or other alteration of streams that degrades or destabilizes their natural banks or shorelines; M. The degradation, pollution, or drainage of any surface or sub-surface water; N. Any change in the topography of the Property through the placement therein of soil, land fill, dredging spoils, or other material, except as incidental and necessary to the activities permitted herein; O. Any commercial or industrial non-agricultural uses; P.. To transfer, encumber, lease, sell, or otherwise sepazate the Water Rights necessary or appropriate for use in present or future ranching, agricultural production, or the maintenance of wildlife habitat on the Property; Q. The erection, construction, installation, relocation or use of a communication facility, a telecommunication facility, a network element or any other telecommunication facilities, equipment or material that may be used for telecommunications or to provide such services; R. Utility lines or substations not necessary and duectly related to uses of the Property pemutted by this Easement; S. Wind-powered electric generators to produce electricity for off-site use; T. Hunting on the Property is expressly prohibited. U. External Lighting; to install any lighting which interferes with wildlife's use of the property or with landowners whose property is within sight of the subject property, or from vehicles driving along Highway 82. 533153.1 4 IIIIIIIVIIIIIIIIIIIIIIIIII IIIIII VIII IIIVIIIIIIIIIII®0fi%e0e20 30012.u2d 5. Consistent Uses of the Property. The following uses. and practices by Grantor, though not an exhaustive recital, are consistent with this Easement. Certain of these consistent uses and practices are identified as being subject to specified conditions, to the notice provision as described in paragraph 7, and/or to the requirement of and procedures for prior approval by the Trust as described in paragraph 8: A. Fences: Grantor may repair or replace existing fences and build new fences for purposes incidental and necessary to the management of livestock and wildlife in compliance with the Colorado Division of Wildlife specifications for fencing in wildlife migration azeas; B. Leasing of lands for agricultural purposes is permitted; C. Water rights: Grantor shall retain, reserve and preserve the right to use the Water Rights and such new water rights as may be developed as incidental and necessary to the maintenance and protection of the Agricultural chazacter, wildlife and riparian habitat, and open space and scenic qualities of the Property and to irrigate the Property. Grantor shall have the right to construct, maintain, and improve irrigation fixtures, water wells and other water systems on the Property consistent with the uses permitted hereunder; D. Underground utilities as needed for employee housing and agricultural facilities; E. Cutting and removal of dead, dying and diseased timber as may be reasonably necessary for fire protection or disease prevention purposes; F. The taking of such reasonable steps as are necessary to control erosion on the Property; G. Subject to the prior notice and approval provisions of Paragraphs 7 and 8, below, tree nurseries, row crops or cattle operations or other agricultural uses and related operations consistent with the uses pemritted herein; H. If the Grantor no longer desires to engage in equestrian and other agricultural uses or use the Property for agricultural purposes, the Property may revert to wildlife habitat. L' Revegetation and habitat restoration and enhancement projects as are consistent with the City of Aspen Resource Management Plan. J. Constnzction and maintenance of public trails consistent with the City of Aspen Resource Management Plan. 6. Reserved Rights. Grantor reserves to himself and to his personal representatives, heirs, successors, and assigns, all rights accruing from their ownership of the Property, including the right to engage in all uses of the Property that aze consistent with the purposes of this Easement. Grantor shall notify the Trust in writing, as described in paragraph 7, before exercising reserved rights that might have an adverse impact on the Conservation Values. Grantor has the burden to prove that the Grantor's uses aze consistent with this easement. 533153:1 IIIIIIIVIII~IIIIIIIII~IIIIIIIIIIIIIII~IIIIIII~II~IIIII0~6 30~2~0~039 G2i' SIL ~. To erect, maintain or replace one single-family home of up to 4,000 square feet, to erect, maintain or replace five Employee Dwelling Units of up to 1,000 squaa~e feet each and to maintain and redevelop an equestrian center, barns azid other accessory buildings for the operation of a horse ranch and equestrian facility, with all enclosed buildings (excluding horse pasture shelters) limited to a building envelope not to exceed ten acres, as shown in Exhibit A. B. To use the southern pasture for pazlcing at no more than three (3) special events per yeaz through 2008, provided the Grantor develops and implements a plan for restoring the pasture between uses. C. To preserve and restore the historic barn and cabins/homes on the homestead site. D. Use of up to 12 acres of the south pasture for a polo and/or soccer playing field, along with standazd field amenities such as pazking, spectator facilities and restrooms, but no lighting as are consistent with the City of Aspen Resource Management Plan, provided any permanent facilities aze located along the western side of the pasture to preserve a greenbelt azea along highway 82. E. Use of approximately 2 acres for the operation of an azchery range. 7. Notice of Intention to Undertake Certain Permitted Actions. The purpose of requiring Grantor to notify the Trust before undertaking certain permitted activities is to afford the Trust an opportunity to ensure that the activities in question aze designed and carried out in a manner consistent with the purposes of this Easement. Whenever notice is required, Grantor shall notify the Trust in writing not less than 60 days prior to the date Grantor intends to undertake the activity in question, unless a different time period for the giving of notice is provided as to the activity in question. The notice shall describe the nature, scope, design, location, timetable, and any other material aspect of the proposed activity in sufficient detail to permit the Trust to make an informed judgment as to its consistency with the purposes of this Easement and the Conservation Values. 8. The Trust's Approval. Whenever this Easement requites that Grantor obtain the Trust's approval of any activity on or use of the Properly, such approval shall not be unreasonably withheld or delayed. Where the Trust's approval is required, the Trust shall grant or withhold its approval in writing within 30 days of receipt of Grantor's written request therefore. The Trust's approval may be withheld only upon a reasonable determination by the Trust that the action as proposed would be inconsistent with the Conservation Values or the purposes or terms of this Easement; the reason(s) for such a determination shall be set forth with specificity by the Trust in a written notice to Grantor. Where a reasonable modification of the proposed use or activity by Grantor would render the same consistent with the purposes of this Easement and the Conservation Values, the Trust shall specify, in such written notice to Grantor, such required modifications. 9. Trust's Remedies: Enforcement. 9.1. Arbitration. If a dispute. arises between the parties concerning the consistency of any proposed use Cr 3CtlVlty V/ltll u'ie ^yiLyGSCo cf this Eaacnl6rtt, Grantor ag-idea iiGi io yrGeeod 533153.1 1 IIIIII VIII IIIIII IIIIII IIII VIII) VIII III VIII IIII IIII 0 ®~ 0p 0000 2.5~P with the disputed use or activity pending resolution of the dispute. Either party may refer the dispute to arbitration by request made in writing upon the other. Within thirty (30) days of the receipt of such a request, the parties shall select a single azbiri-ator to hear the matter. If the parties are unable to agree on the selection of a single arbitrator, then each party shall name one arbitrator and the two arbitrators thus selected shall select a third arbitrator who shall alone azbitrate the dispute; provided, however, if either party fails to select an arbitrator, or if the two arbitrators selected by the parties fail to select the third arbitrator then the azbitrator first selected by a party shall serve as arbitrator. A judgment on the azbitration award may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled, in addition to such other relief as may be granted, to a reasonable sum. for all its costs and expenses related to such arbitration, including, without limitation, the fees and expenses of the arbitrator(s) and attorneys' fees, which shall be determined by the arbitrator(s) and any court of competent jurisdiction that may be called upon to enforce or review the award. The azbitrator has the authority to issue an injunction to prevent the Grantor from undertaking a prohibited action on the property, and to require specific performance of the Grantor to remedy a prohibited action. If the Grantor is required by this agreement to seek approval for a proposed activity, the Grantor shall refrain from performing the activity for which approval is being sought until the Trust has decided to grant approval or until an arbitrator has been selected and has ruled on the proposed activity. Within 30 days after one party invokes arbitration, each party shall provide the other with a good faith estimate of the cost of reasonable attorney fees, expenses and costs resulting from the arbitration. 9.2. Notice of Violation: Corrective Action. If the Trust determines that a violation of the terms of this Easement has occurred or is threatened, the Trust, shall give written notice to Grantor of such violation and demand corrective action sufficient to cure the violation and, where the violation involves injury to the Property resulting from any use or activity inconsistent with the purposes of this Easement or the Conservation Values, to restore the portion of the Property so injured to its prior condition in accordance with a plan approved by The Trust. Grantor intends that if any prohibited activity is undertaken on the Property, the Trust shall have the right to cause restoration of that portion of the Property affected by the prohibited activity to the condition that existed before the prohibited activity commenced. Grantor shall beaz the costs of any such restoration. 9.3. Injunctive Relief. If Grantor fails to cure the violation within ten (10) days after __ receipt of notice of the violation from the Trust, or under circumstances where the violation cannot reasonably be cured within a ten (10) day period, fails to begin curing such violation within the ten (10) day period or fails to continue diligently to cure such violation until finally cured, the Trust may appoint an arbitrator to enforce the terms of this Easement, utilizing the procedures set forth in Pazagraph 9.1 above, to enjoin the violation, ex parte as necessary, by temporary or permanent injunction, and to require or cause the restoration of the Property to the condition that existed prior to any such injury. 9.4. Damages. The Trust shall be entitled to recover damages for violation of the terms of this Easement or injury to the Conservation Values, including, without limitation, damages for the loss of scenic, aesthetic, or environmental values, plus reasonable attorney's fees, expenses and costs. Without limiting Grantor's liability therefore, the Trust, in its sole 533153.1 IIIIII VIII IIIIII VIII) IIIIIIIIII VIII IIIIIIII IIII IIII 06/30/2003 :i8:5?I' SILV IR DRVIS PITK.IN COUNTY CO R 9fi.O0 D 0.00 discretion, may apply any damages recovered to the cost of undenalting any corrective action on the Property. 9.5. Emer>;ency Enforcement. If the Trust, reasonably believes an ongoing or threatened immanent activity violates the Easement, the Trust may, in its sole discretion, take immediate corrective action, including, without limitation, the control of noxious weeds, as set forth in this pazagraph 9 without prior notice to Grantor and without waiting for the period provided for cure to expire. 9.6. Costs of Enforcement. All reasonable costs incurred by the Trust in enforcing the terms of this Easement against Grantor including, without limitation, costs and expenses of suit and reasonable attorney's fees, and any costs of restoration necessitated by Grantor's violation of the terms of this Easement shall be borne by Grantor; provided, however, that if Grantor ultimately prevails in a judicial enforcement action each party shall beaz its own costs. (Note: These costs are not associated with on-going compliance monitoring performed by Grantee pursuant to pazagraph 3, above.) 9.7. The Trust's Discretion. Enforcement of the terms of this Easement shall be at the sole discretion of the Trust, and any forbeazance by the Trust to exercise its rights under this Easement in the event of any breach of any term of this Easement by Grantor shall not be " deemed or construed to be a waiver by the Trust of such term or any subsequent breach of the same or any other term of this Easement or of any of the Trust's rights under this Easement. No delay or omission by the Trust in the exercise of any right or remedy upon any breach by Grantor shall impair such right or remedy or be construed as a waiver. ' 9.8. Waiver of Certain Defenses. No action shall be commenced or maintained to enforce the terms of any building restriction described in this Easement, or to compel the removal of any building or improvement, unless said action is commenced within four (4) years from the date of the violation for which the action is sought to be brought or maintained. C.RS. Section 38-41-119, which provides aone-year statute of limitations, is specifically ovemdden by this paragraph. Grantor waives the defenses of lathes, estoppel and prescription with regazd to the enforcement of all other terms of this Easement. 9.9. Acts Bevond Grantor's Control. Nothing contained in this Easement shall be construed to entitle the Trust to bring any action against Grantor for any injury to or change in -- the Property resulting from causes beyond Grantor's control including; without limitation, fire, flood, storm, and earth movement, or from any prudent action taken by Grantor under emergency conditions to prevent, abate, or mitigate significant injury to the Property resulting from such causes. 10. Access. Nothing contained herein shall be construed as affording the public access to any portion of the Property, although the Grantor may permit public access to the Properly on such terms and conditions as it deems appropriate, provided that such access is consistent with the terms of this Easement. 533153.1 VIII) ~~~~~ ~~~~~~ ~~~~~~ ~~~~ ~~~~~~ ~~~~~ ~~~ ~~~~~ ~~~~ ~~~~.0g $~ ~ S 0019 :5[F. SILVIF URVIS PIT il. Costs, Liabilities, Taxes and Environmental Compliance. 11.1. Costs, Legal Requirements and Liabilities. Grantor retains all responsibilities and shall beaz all costs and liabilities of any kind related to the ownership, operation, upkeep, and maintenance of the Property, including the maintenance of adequate liability insurance coverage, which names the Trust as an additional insured. Grantor remains solely responsible for obtaining any applicable governmental permits and approvals for any constmction or other activity or use permitted by this Easement, and all such construction or other activity or use shall be undertaken in accordance with all applicable federal, state, and local laws, regulations and requirements. Grantor shall keep the Property free of any liens arising out of any work performed for, materials furnished to, or obligations incurred by Grantor. 11.2. Taxes. Grantor shall pay before delinquency all taxes, assessments, fees, and charges of whatever description levied on or assessed against the Property by competent authority (collectively "Taxes"), including any Taxes imposed upon, or incurred as a result of, this Easement, and shall furnish the Trust with satisfactory evidence of payment upon request: The Trust is authorized, but in no event obligated, to Ipake or advance any payment of Taxes, upon ten (10) days prior written notice to Grantor, in accordance with any bill, statement, or estimate procured from the appropriate authority, without inquiry into the validity of the Taxes or the accuracy of the bill, statement, or estimate, and the obligation created by such payment shall beaz interest until paid by Grantor to the Trust at the lesser of fifteen percent (15%) per annum, or the maximum rate allowed by law. 11.3. Renresentations and Warranties. Grantor represents and warrants that, after reasonable investigation and to the best of its knowledge: A. No substance defined, listed, or otherwise classified pursuant to any federal, state, or local law, regulation, or requirement as hazazdous, toxic, polluting, or otherwise contaminating to the air, water, or soil, or in any way harmful or threatening to human health or the environment exists or has been released, generated, treated, stored, used, disposed of, deposited, abandoned, or transported in, on, from, or across the Property, except for fuels, chemicals and pesticides customarily used or transported in connection with camping, wrangling, agricultural and constmction activities on the Property; B. There aze not now any underground storage tanks located on the Property, whether presently in service or closed, abandoned, or decommissioned, and no underground storage tanks have been removed from the Property in a manner not in compliance with applicable federal, state, and local laws, regulations, and requirements; C. Grantor and the Property are in compliance with all federal, state, and local laws, regulations, and requirements applicable to the Property and its use; D. But for potential eminent domain proceedings for the establishment of a public roadway across the Property, there is no .pending or threatened litigation in any way affecting, involving, or relating to the Properly; E. No civil or criminal proceedings or investigations have been instigated at any fiirla nr are n03u perlring and n~ nCt1CeS, clams, demanP.S, Or vrdeio ha JC been ri.Ceiti cd, Eu-iSiRg 533153.1 9 I IIIIII IIIII IIIIII IIIIII IIII IIIIII IIIII III IIIIII III IIII 06/~30/2003,~r2S52P S iLVIO DFlV15 PITKIN COUNTY CO R 98.00 D 0,00 olli of any violation or alleged violation of, or failure to comply with, any federal, 5rate, or local. law, regulation, or requirement applicable to the ProperTy or its use, nor do there exist any facts or circumstances that Grantor might reasonably expect to form the basis for any such proceedings, investigations, notices, claims, demands, or orders; and F. Grantor warrants that Grantor has good and sufficient title to the Property, that Grantors has good right, full power and lawful authority to grant and convey this Easement, that any mortgages or liens on the Property aze and shall remain subordinate to the terms of this Easement, and Grantor hereby promises to warrant and forever defend the title to the Easement against all and every person or persons lawfully claiming by, through or under Grantor, the whole or any part thereof, except for rights-of--way, easements, restrictions, covenants and mineral reservations of record, which are acceptable to the Trust at the time of execution of the Easement. 11.4. Remediation. If, at any time, there occurs, or has occurred, a release in, on, or about the Property of any substance now or hereafter defined, listed, or otherwise classified pursuant to any federal, state, or local law, regulation, or requirement as hazardous, toxic, polluting, or otherwise contaminating to the air, water, or soil, or in any way harmful or threatening to human health or the environment, Grantor agrees to take all steps necessary to assure its containment and remediation, including any cleanup that may be required, unless the release was caused by the Trust, in which case the Trust shall be responsible therefor. 11.5. Control. Nothing in this Grant shall be construed as giving rise, in the absence of a judicial decree, to any right or ability in The Trust to exercise physical or managerial control over the day-to-day operations of the Property, or any of Grantor's activities on the Property, or otherwise to become an operator with respect to the Property within the meaning of The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (ACERCLA@), and any Colorado state law counterpart. 11.6. Hold Harmless. Grantor shall hold harmless, indemnify, and defend the Trust and its members, directors, officers, employees, agents, and contractors and the heirs, personal representatives, successors, and assigns of each of them (collectively "Indemnified Parties@) from and against all liabilities, penalties, costs, losses, damages, expenses, cause of action, claims, demands, or judgments, including, without limitation, reasonable attorneys' fees, arising from or in any vray connected with: (1) injury to or the death of any person, or physical damage - to any property, resulting from any act, omission, condition, or other matter related to or occurring on or about the Property, regazdless of cause, unless due solely to the negligence of any of the Indemnified Parties; (2) the violation or alleged violation of, or other failure to comply with, any state, federal, or local law, regulation, or requirement, including, without limitation, CERCLA, by any person other than any of the Indemnified Parties, in any way affecting, involving, or relating to the Property; (3) the presence or release of hazardous or toxic substances in, on, from, under or about the Property at any time, of any substance now or hereafter defined, listed, or otherwise classified pursuant to any federal, state, or. local law, regulation, or requirement as hazazdous, toxic, polluting, or otherwise contaminating to the air, water, or soil, or in any way hamifiil or threatening to kruman health or the environment, unless caused solely by any of the Indemnified Parties; and (4) the obligations, covenants, representations, and warranties of paragraphs 11.1 through 11.5. 533153.1 10 111111 IIIII 111111111111 IIII 111111 IIIII III 111111 III Ilil.O 0 ~ e za0 ®~~~~P 12. Extinguishment and Condemnation. 12.1. Extinguishment. In granting this Easement, Grantor has considered the possibility that uses prohibited by the terms of this Easement may become more economically valuable than permitted uses and that neighboring properties may be used entirely for such prohibited uses in the future. It is the intent of the Grantor and the Trust that any such changes shall not be deemed circumstances justifying the termination or extinguishment of this Easement. In addition, the inability of Grantor, or the Grantor's heirs, successors or assigns, to conduct or implement any or all of the uses permitted under this Easement, or the unprofitability of doing so, shall not impair the validity of this Easement or be considered grounds for its temunation or extinguishment. If circumstances arise in the future that render the purposes of this Easement impossible to accomplish, this Easement can only be terminated or extinguished, whether in whole or in part, by judicial proceedings in a court of competent jurisdiction. Each party shall piomptly notify the other when it first leazns of such circumstances. The amount of the proceeds to which the Trust shall be entitled, after the satisfaction of prior claims, from any sale, exchange, or involuntary conversion of all or any portion of the Property subsequent to such terrination or extinguishment, shall be determined, unless otherwise provided by Colorado law at the time, in accordance with the Proceeds pazagraph, below. The Trust shall use all such proceeds in a manner consistent with the conservation purposes of this Easement. 12.2. Proceeds. This Easement constitutes a real property interest immediately vested in the Trust,, which the parties stipulate to have a fair market value determined by multiplying the fair mazket value of the Property unencumbered by this Easement (minus any increase in value after the date of this grant attributable solely to improvements which are allowed by this Easement) by the ratio of the value of this Easement at the time of this grant to the value of the Property, without deduction for the value of this Easement, at the time of this grant. The values at the time of this grant shall be those values used to calculate the deduction for federal income tax purposes allowable by reason of this grant, pursuant to Section .170(h) of the Internal Revenue Code of 1986, as amended. For the purposes of this paragraph, the ratio of the value of this Easement to the value of the Property unencumbered by this Easement shall remain constant. 12.3. Condemnation. If all or any part of the Property-is taken by exercise of the power of eminent domain or acquired by purchase in lieu of condemnation, whether by public, corporate, or other authority, so as to terminate this Easement, in whole or in part, Grantor and the Trust shall act jointly to recover the full value of the interests in the Property subject to the taking or in lieu purchase and all direct or incidental damages resulting therefrom. All expenses reasonably incurred by Grantor and the Trust in connection with the taking or in lieu purchase shall be paid out of the amount recovered. The Trusts shaze of the balance of the amount recovered shall be determined by multiplying that balance by the ratio set forth in section 12.2. 12.4. A~lication of Proceeds. The Trust shall use any proceeds received under the circumstances described in this section 12 in a manner consistent with its conservation purposes, which aze exemplified by this grant. 13. Assignment. This Easement is transferable, but the Trust may assign its rights and obligations under this Easement only to an organization that is (a) a qualified organization at 533153.1 11 I IIII~I I~III 111111 111111 IIII 111111 VIII III I~IIII III IIII OfiiSai4'aass{ I?9aa_r SI~VIp DpVI5 PITKIN COUNTY CO R 9fi .00 tl 0.00 the time of transfer under Section 17G(h) of the Internal Revenue Code of 1986, as amended (or any successor provision then applicable), and the applicable regulations promulgated thereunder;(b) authorized to acquire and hold conservation easements under Colorado law As a condition of such transfer, the Trust shall require the transferee to expressly agree, in writing, to carry out and uphold the purposes of this Easement and the Conservation Values and otherwise assume all of the obligations and liabilities of the Trust set forth herein or created hereby. After such transfer, the Trust shall have no further obligation or liability under this Easement. The Trust agrees to give written notice to Grantor of an assignment at least 60 days prior to the date of such assignment. The failure of the Trust to give such notice shall not affect the validity of such assignment nor shall it impair the validity of this Easement or limit its enforceability in any way. 14. Subsequent Transfers. Grantor agrees to incorporate the terms of this Easement in any deed or other legal instrument by which it divests itself of any interest in the Property, including, without limitation, a leasehold interest. Grantor further agrees to give written notice to the Trust of the transfer of any such interest at least 30 days prior to the date of such transfer. The failure of Grantor to perform any act required by this paragraph shall not impair the validity of this Easement or limit its enforceability in any way. 15. Estoppel Certificates. Upon request by Grantor, The Trust shall within 30 days execute and deliver to Grantor, or to any party designated by Grantor, any document, including an estoppel certificate, which .certifies, to the best bf the Trust's lmowledge, Grantor's compliance with any obligation of Crtantor contained in this Easement or otherwise evidences the status of this Easement. Such certification shall be limited to the condition of the Property as of the Trust's most recent inspection. If Grantor requests more current documentation, the Trust shall conduct an inspection, at Grantor's expense, within 60 days of receipt of Grantor's written request therefor. However, in the event that weather, or other circumstances outside of the Tmst's control, prevent the Trust from conducting an inspection within 60 days of receipt of Grantor's written request, the Trust shall conduct such inspection within a timely manner once such weather or circumstances which prevent the inspection no longer exist. 16. Notices. Any notice, demand, request, consent, approval, or communication that either party desires or is required to give to the other 'shall be in writing and either served personally or sent by first class mail, postage prepaid, addressed as follows or to such other address as either party from time to time shall designate by written notice to the other: To Grantor: The City of Aspen 130 South Galena Aspen, CO 81610 To the Trust: Aspen Valley land Trust 320 Main Street, Suite 204 Carbondale, CO 81623 533153.1 ~ l2 4'847~~ i~IIIII VIII IIIIIi VIII IIII (VIIIVIII III 111111 III illl 0a sia0p20e®ei2gs~a 17. Recordation. The Trust shall record this instnment in timely fashion in the official records of Pitkin County, Colorado, and may re-record it at any time as may be required to preserve its rights in this Easement. 18. Amendment. If circumstances arise under which an amendment to or modification of this Easement would be appropriate to promote the purposes of this Easement and the protection of the Conservation Values of the Property, Grantor and the Trust may jointly amend this Easement (in accordance with the Policies of the Trust.) However, the Trust is under no obligation to amend this Easement, and may decline to amend this Easement in its sole and exclusive judgment. No amendment shall be allowed that will affect the qualifications of this Easement under any applicable law. Any amendment must be consistent with the purposes of this Easement and the Conservation Values and may not affect the Easement's perpetual duration. Any amendment must be in writing, signed by both.parties, and recorded in the records of the Clerk and Recorder of Pitkin County, Colorado. 19. .Subordination. At the time of conveyance of this Easement, the Property is subject to a deed of trust, the holder of which has agreed to subordinate its rights in the Properly to the extent necessary to pem3it the Trust to enforce the purposes of this Easement in perpetuity and to prevent any modification or extinguishment of this Easement by the exercise of any rights of the deed of trust holder. 20. General Provisions. 20.1. The following Exhibits are attached to and incorporated by reference into this conservation easement deed, Exhibit A: Baseline Documentation, Exhibit B: a document attesting that the legal description of the property will be defined and recorded within thirty (30) days of the final approval of the Burlingame Housing Proj ect by the City of Aspen. 20.2. Definitions. The terms "Grantor" and the "Trust", wherever used'herein, and any pronouns used in place of those terms, shall be deemed to include, respectively, Grantor and its heirs, personal representatives, executors, administrators, successors and assigns, and the Trust, its successors and assigns. 20.3. Controlling I,aw. The interpretation and performance of this Easement shall be governed by the laws of the State of Colorado. 20.4. Liberal Construction. Any general rule of construction to the contrary notwithstanding, this Easement shall be liberally construed in favor of the grant to effect the purposes of this Easement and the policy and purpose of C.R.S. 38-30.5-101 et seq. If any provision in this instrument is found to be ambiguous, an interpretation consistent with the purposes of this Easement that would render the provision valid shall be favored over any interpretation that would render it invalid. The common law rules of disfavoring restrictions on the use of real property and construing restrictions in favor of the free and unrestricted use of real property shall not apply to interpretations of this Easement or to disputes between the Parties concerning the meaning of particular provisions of this Easement. 20.5. Severability. If any provision of this Easement, or the application thereof to any 'yerSi)n Qr GirCiLilStanCC, i5 fGiirid to be 'uaYahd, iiic reiiianider of iilc pro vi3iGli5 Of ttnS iaScliietli„ 533153.1 13 IIIIIIIIIII IIIIIIIIiIIIIIIIIIiIIIVIIIIIIIIIIIIIIIIIII 06/30 20031r12n52P SILVIA DAMS PITKIN COUNTY CO R 98.00 D 0.00 or the application of such provision to persons or circumstances other than those as to which it is foluld to be invalid, as the case may be, shai_1 be deemed severable and remain in fiill force and effect. 20.6. Entire Agreement. This instrument sets forth the entire agreement between the Parties with respect to this Easement and supersedes all prior discussions, negotiations, understandings, or agreements relating to this Easement, all of which aze merged herein. 20.7. No Forfeiture. Nothing contained herein will result in a forfeiture or reversion of Grantor's title in any respect. 20.8. Joint Obli ag tion. The obligations imposed by this Easement upon Grantor shall be joint and several (in the event that there is more than one Grantor). 20.9. Successors. The covenants, terms, conditions, and restrictions of this Easement shall be binding upon, and inure to the benefit of, the Parties hereto and their respective personal representatives, heirs, successors, and assigns and shall continue as a servitude r„nning in perpetuity with the Property. 20.10. TPmlinafion of Rights and Obligations. A parry's rights and obligations under this Easement terminate upon transfer of the party's interest in this Easement or the Property, except that liability for acts or omissions occurring prior to transfer shall survive transfer. 20.11. Captions. The captions in this instrument have been inserted solely for convenience of reference and are not a part of this instrument and shall have no effect upon constrction or interpretation. 20.12. Counterparts. The Parties may execute this instrument in two or more counterparts, which shall, in the aggregate, be signed by both parties; each counterpart shall be deemed an original instrument as against any party who has signed it. In the event of any disparity between the counterparts produced, the recorded counterpart shall be controlling. 533153.1 14, 1N WITNESS WHEREOF, Grantor and the Trust have executed this Deed of Consetvatiolt Easement as of the date first written above. GRANTOR I CG$472fi IIIIIIIIII~I IIIIIIIIIIII IIII IIIIIIIIIII III IIIIIIIII IIII 0®6 /30 %2 00 001 29 5 2P~ SILVIR DRV35 PITKIN CDUN CITY OF ASPEN aG By: TitL STE 1/ ss. COUNTY OF Y~' C- ~ ) The foregoing instrument ~.tir~ 200, by _ l~it6+..i.I >~ of ~.~ WITNESS my hand and official seal. [SEAL] - - ~• ~.. - _ ~~PVU~~~ ed before me this ~-h day of I("t in ~ 0_h~~ as ~nlnua~~, 6.n,~~~.r:MliaaesGrantor. tom!/.~~2/.E~ ~ - `err [~'yg^-~ Notary Public My commission expires: Brandi L. Jepson /Notary Public My Commission Expires 1 /22/2005 801 E. Hopkins Aspen, GO 81811 533153.1 15 ACCEPTEJ~: I IIIIII VIII IIIIII IIIIII IIII IIIIII VIII III IIIIII III IIII 604 2 0~3f 12~~.82P TRUST SILVIR DRVIS PIiKIN COUNTY CD R 96.00 0 0.00 ASPEN VALLEY LAND TRUST, a Colorado nonprofit corporation, By. ~/~~fiL~Zl Martha Cochran Its: Executive Director STATE OF _~~~ ss. COUNTY OF 1 ` ~ The foregoing instrument was aclmowledged before me this ~~3~ ~ day of `~i_xri,~.t _ 200', by ~(1GV~(~~~ ('pC(n/~r as Executive Director of ASPEN VALLEY LAND TRUST, a Colorado nonprofit corporation. WITNESS my hand and official seal. [SEAL] IlLLI i ~' ~~-@~'"~ Notary Public 1 ~"' My commission expires: Brandi L. Jepson /Notary Public My Commission Expires 112212005 601 E. Hopkins Aspen, CO 61611 1PW-06/1 Pointfi-17-03.doc 533153.1 16 T~index Morgan Rate fiicrease Before Public tTtilities Counnission Docket I~(o. 02A-524G, No. 02A-522G kinder 2 Page - 1 - 17. Staff of CPUC's Unopposed Motion for Extension of Time and Re nest for Waiver of Response Time - 5/12/03 1 S. Unopposed Motion of Kinder Morgan & Rocky Mtn. Nataral Gas for Extension of Time to File Stipulation to Reset Hearing Date and to Request Waiver of Response Time - 5/29/03 19. Interim ORDER Granting Unopposed Motion for Extension of Time 20. Interim ORDER -Hearing set 7/14/03 I IIIIII VIII IIIIII IIIIII IIII IIIIII VIII III IIIIII III IIII 0 058 0%2 ®0~3012952P IWIIW~gI1VIIlVllllld~m :::F--.. Exxl>3zm T. A parcel of land situated in Sections 16 and 2"i, Tovmship 9 Sau.th, Range 85 West of the 6th P.M. being a portion of the Cozy Point :Ranch as described in Book 690 at Page 5 of the Pitkin County records described as follows: Beginning at a point on the Westerly boundary of the Dedicated Open Space Parcel of the Cozy Point Ridge Subdivision recorded in Plat Book 22 at Page 26 of the Pitkin County records whence the Northwest corner of Section 16 (1913 Brass Cap) bears N 20°21'49" W 502.66 feet; thence N 69°23'59" E 674.16 feet to the Northwesterly right of way of Colorado State Highway No. 82; thence Southerly along the Westerly right of way of Colorado State Highway No. 82 as described in Book 157 at Pages 538, 539 & 540 and Book 575 at Page 976 as follows: S 41°33'37" E 395.21 feet; 591.57 feet along the arc of a curve to the right whose radius is 1,382.50 feet (chord bears S 29°18'07" E 587.07 feet); S 17°02'37" E 1,360.80 feet; 130.20 feet along the aro of a curve to the right whose radius is 2,815.00 feet (chord bears S 15°43'07" E 130.19 feet); S 14°23'37" E 2,435.30 feet; 131.14 feet .along an arc of a curve to the left whose radius is 5,780.00 feet (chord bears S 15°02'37" E 131.14 feet); S 15°40'45" E 912.95 feet; S 74°21' W 20.0 feet; S 02°47' W 63.2 feet; S 15°39' E 50.0 feet; S 64°28'14" E 53.22 feet; S 15°40'45" E 2,039.41 feet; S 15°41'37" E 2,084.63 feet to the Northerly right of way of Brush Creek County Road; thence Westerly along the Northerly right of way of Brush Creek County Road as follows: S 43°43'17" W 116.15 feet; S 73°32'00" W 145.71 feet; 404.44 feet along an arc of a curve to the left whose radius is 1,005.70 feet (chord bears S 62°00'46" W 401.72 feet; thence N 19°44' W 38.62 feet to the southeast corner of Brush Creek Village Subdivision Filing 2 as Platted; thence Northerly along the Easterly line of Brush Creek Village Subdivision Filing 2 as Platted as follows: N 19°44' W 390.00 feet; N 31°25' W 732.00 feet; N 24°00' W 1,831.29 feet; N 64°55' W 340.50 feet to the Easterly line of the Elay Parcel described in Book 228 at Page 599 of the Pitkin County Records; thence Northerly along the Easterly line of said Elay Parcel as follows: N 25°48'20" E 153.17 feet; 370.63 feet along an arc of a curve to the left whose radius is 531.9 feet (chord bears N O5°50'56" E 363.18 feet); 197.92 feet along an arc of a curve to the right whose radius is 63p_00 fact (rhnrrl, heaY_e N OS°06'40" W 197.1]. feet); N 03°53'20" E 576.86 feet; thence N 07°01'32" 61 1,942.73 feet to the Westerly line of the EXHIBIT A (Continued) Dedicated Open Space Easement of the Cozy Point Ridge Subdivision; thence N 20°21'49" W 3,989.84 feet along the Easterly line of said Open Space Easement to the point of beginning. COUNTY OF PITKIN, STZ~ITE OF COLORADO. 484726 I IIIIIIVIIIIIIIIIIIIIIIIIII IIIIIIVIII III IIIIII III IIII 09 6830D20000I2952P SILVIR DRVIS P Exhibit D B. Business Management Practices 1. Business Philosophy and Business Activities "Provide a quality service at a responsible price, keep a smile on your face and watch the pennies; the rest will take care of itself." Survival and prosperity, at least ui our businesses in this valley, do not require extensive advertising, expensive web sites or an endless round of business lunches and cocktail parties. We have been in the Property Management business for 36 years, 25 of those years in this valley. We have been in the Ranch and equestrian center business, as you know, for nine years. We started, built and maintain both businesses on our good reputation and credit alone. We do almost no advertising aside from the yellow pages, relying instead of referrals, word of mouth, and repeat business for our long term success. We feel that building relationships, networks, and good will are far more important than building a glossy portfolio. You need look no further than our letters of support contained herein for validation of this philosophy. 2. Five Year Business Plan (Please see Section 3) 3. Profit and Loss Statement, Cash Flow, Balance Sheet (Please see section 3) 4. Capital Improvement Plan Pr~ects corrtnleted April 15 2000 to present 1. We completely restored the original apartment in the main barn so that we could provide decent housing for single Ranch employees who would perform night checks, ousite care, and surveillance of livestock under our care 24 hours per day. 2. We built an office in an old storage room adjacent to the entrance corridor so that a member of our management staff could be close to the action and available to our boarders and clients 7 days per week during business hours. 3. We completely restored and refurbished the two bedroom manager's quarters behind the maintenance shed building. 4. We refiubished the two other existing cabins on the property and made them safe and habitable. We rebuilt the north walls of both buildings to add insulation and put a stop to frozen pipes. We rebuilt the water line entrances to both of these cabins for the same reason. 5. We completed remedial safety improvements to the red barn to render the flooring, doors, and windows safe for horses and people. 6.. We built two new bridges across Brush Creek so that we could access the employee housing area as well as the east fields of the Ranch for both riding and restoration. Both bridges were washed out and destroyed when we took over the Ranch. To the extent possible, we salvaged old logs and timbers used in the original bridge construction for use in building loafing sheds and new fencing for livestock. 7. We removed all of the old material and installed new footing in all three of the Ranch's riding arenas and the round pen. We screened and augmented the footing in the indoor arena again in 2006. 8. We replaced all of the substandard fencing in the turnout paddocks. 9. We built a series of quarantine pens and established a quarantine protocol for the Ranch to protect our livestock from transmissible disease brought in by new and visiting livestock. 10. We removed tons of garbage, debris and old trash/hay piles from the fields, riparian areas and woods adjacent to the Ranch. Included in the debris were two complete pig sties, many appliances, and an old Volvo which was submerged in Brush Creek. 11. We made arrangements with a local potato farmer and assisted him in removing 20 years worth of composted manure and shavings from the storage area on the north side of Juniper Hill Road. 12. We currently have an arrangement with a local earth moving company to take all of the last few years' accumulation of this material in stages to be used in making reclaimed top soil. 13. We re-graded and graveled all of the main interior roads and parking areas on the Ranch. 14. We completely refurbished, rebuilt or replaced all of the Ranch's jump and show equipment. 15. We also built a full additional set of jumps for the summer camp and children's practice sessions. 16. We completely rebuilt the domestic irrigation system and over the years have expanded irrigation and quadrupled the amount of landscaped area under irrigation. a. We completely re-vegetated the large yard in the employee housing area. b. We moved a huge pile of fill dirt which was "stored" in the north turnout pasture to a rock pile in the elbow of the main barn, graded it out and covered it with topsoil. This area was then grassed with pockets of trees, shrubs, and flowers so that we now have a combination area for use as both a quiet, shady, cool place to have lunch and chat with friends and a large park area set up to accommodate party tents for large gatherings, shows and benefits. a We re-vegetated, irrigated, and landscaped three areas of new lawn after the delivery of the three Cleveland street cabins in 2003. d. We developed another extensive park environment around the cabin adjacent to the red barn for the present and future use of our summer camp and 4-H club activities. This park required another huge infusion of fill, topsoil and plant material. e. We developed two smaller parks adjacent to both rear entry roads, one by the outdoor arena and the other opposite the main arena park. 17. We repaired and refurbished the huge field irrigation system consisting of several miles of 12 inch high pressure steel and PVC piping. The system, which had not been used in many years, had numerous breaks and problems associated with freezing, neglect, deterioration, and the widening of Highway 82. 18. We rebuilt the French reel gun system used to irrigate the large fields at the Ranch. Putting this gun back in service and assisting the water department with subsequent yearly usage reports to the State serves to perfect the City's valuable water rights which were in danger of being lost from disuse. 19. We rehabilitated all of the hay fields, reseeding 45 acres of irrigated hay meadow, and have been maintaining and upgrading the quality of the forage every year since 2002. 20. We built a large outdoor fenced hay stack yard to accommodate our developing haying operation. 21. We located and repaired a major underground leak in the domestic potable water system and refurbished the entire system. We also replaced the domestic well pump and pressures tanks. 22. We completed a very costly, but necessary, noxious weed control program over the entire Ranch in the first year. We have followed up every year thereafter with major weed control operations. 23. We opened up the facility for use seven days per week, 365 days per year. We refurbished the High Pressure Sodilun indoor lighting system so that the indoor arena could be used as originally intended, day and night. 24. We moved an old abandoned semi-trailer found on the property and converted it into a new feed room and expanded storage facility between the indoor stalls and outdoor paddocks. 25. The old feed room was converted to a vending machine area with heavy duty laundry facilities and snack machines. 26. We mowed, cleaned, leveled and developed several miles of bridal path around the perimeter of the entire south portion of the Ranch. These paths were intended and are now used to tie into the Pitkin County Open Space and Trails system. 27. We built an entire underground system of conduit and electrical wiring so that we could have a reliable source of electricity for tatilc heaters to ensure unfrozen water for the livestock throughout the winter. This also included replacing the service to and from the historic Red >3arn to all paddocks and pastures in the vicinity. 28. In the past seven years we have replaced all of the Ranch's aged and failing septic systems to Pitkin County standards. Indicative of the condition of the Ranch when we took over is the fact that the oldest housing unit on the property, which is still called the btuil~ house on old documents, was using a rotten buried steel boiler from the mining days as a septic tank. 29. We recently installed a sophisticated Voltage Inverter system on the Ranch field irrigation pump to reduce energy consumption. The purpose of tlus system is to sense demand and utilize only the minimum energy necessary to provide constant operating pressures on the u'rigation lines which irrigate the fields at Cozy Point Ranch and at the Cozy Point South open space parcel. This system is projected to save 30-50% on our energy consumption and also make possible future automated extensions to the system as we continue in our efforts to "green" up the balance of the Ranch and fully utilize all of our in-igation water rights. 30. With City Council approval and funding, we recently finalized bidding to refurbish two historic cabins moved to the property in 2003 in order to put them to beneficial use as a Ranch office and public restrooms with public meeting room and reception area adjacent to the old historic red ba.u'n. Approvals for this project required the drilling of a new well, expansion of the existing septic system, and extension of all utilities io accommodate the additional uses. Ranch Management, iu partnerslup with the City Parks Department iiutiated, supervised, and spearheaded the project through all phases of the design, permit and approval process. Our Goal is to begin consumction in March 2009. 4 Note: It is important to emphasize here that in accomplishing these projects, we have had an excellent partner iii the staff of the City of Aspen Parks Deparment. To the extent possible they have helped with funding within their budget limits. Outside of budgeted funds they have worked with us to authorize rent credits in lieu of cash for improvement projects undertaken by our parent company under the terms of our existing lease. They have provided landscape materials and naxious weed expertise and we are grateful for their support. 2009-Our Vision QoinQ forward We are of the opinion that the Ranch is a "gem" of an open space and recreational resource that is both under-appreciated and under-utilized by the both the equestrian community and the general public at lazge. To realize its potential, we feel that the Ranch needs to be ultimately transformed into a first class facility befitting its place n~ the public recreational fabric of a world class resort. In our minds eye, we see a future Ranch property so special, appealing, and welcoming that people instinctively turn off of the highway just to give it a closer look and to savor a taste of the past and inquire as to its history and ownership. In concert with the City Pazks Department, we have done a great deal to get the facility back on a functional, operational, and safe footing. We also have made a good start at the greening up of the property. I am convinced that we have dramatically improved the Ranch's reputation. However, our financial resources aze stretched to the limit and it is obvious that we will never generate sufficient funds from boarding and ancillary services to underwrite bringing this property up to that first class standard it deserves. It goes without saying that it does not make practical sense for any tenant to be investing large sums of personal or corporate funds on capital improvements. We are of the opinion that it is time for the body politic to realize and embrace the wisdom of the original purchase and appreciate the present and future value of this fantastic resource. Many of the recreational activities, which aze enjoyed by the citizens of this valley and funded by tax dollars, generate no revenue whatsoever. Cross Country Skiing, skateboarding, volleyball, soccer and other activities come to mind. Other activities are partially funded by user fees, such as Gol£ and the Recreation Center. But none could feasibly exist and flourish without the generous tax support they receive. We would submit ti-at Cozy Point Ranch and its wide variety of equestrian and youth-oriented recreational activities falls into this latter category. The Ranch needs significant funding for capital improvements and beautification projects. It has historically been allotted a $25,000 annual line item in the Pazks Department budget. For the most part these funds have been used to rehabilitate infrastructure and provide for small capital repair and replacement projects. We feel that the Ranch's future would be best assured by establishing a sepazate and distinct funding mechanism or source sufficient to realize what we hope will become our common vision for improvements. The Ranch, ni its current configuration was pieced together over the last 30 or so yeazs by several different private owners, most unschooled ni agriculture, each of whom had a different vision and never lived to see their visions brought to fruition. As a result, most of the facilities are usable but very inefficient and uncomfortable. We desperately need office space, public toilets, and heated meeting space. City Council graciously provided funding for this work after review of a presentation that we made in August 2007. We spent the balance of 2007 and all of 2008 getting azchitectural plans finalized and approved and walking the project through the many steps necessary to obtain building permit approval. Bids have been obtained, a contract awarded, and we expect to see it completed in the summer of 2009 (please see B.4.30 above) Proiects ofhiQhest priority 31. Covered hay, bedding and equipment storage space: One of the big drawbacks to nuuring the equestrian operation currently is the inability to store sufficient quantities of hay protected from the weather. We try and produce all of our yearly hay needs in a 90 day period between June 15th & September 15th. At current capacity, we can only store a 60-90 day supply of hay under adequate cover from the elements. Therefore, the hay for the remaining 9 months of the year is stored outside under tarps. Spoiled hay cannot be fed to horses and we have great losses from spoilage each year due to the weather. At peak times, we are boarding close to 100 animals and feeding 1.25 tons or more of hay per day or 456 tons per year During the slow months of the winter our boazd may drop to 65-70 animals. At this year's local hay prices of $8/bale, the value of our yearly usage, if we assume a conservative 1 ton/day, equals $87,600.00. A semi-truck load of stall bedding shavings costs us $1,650 delivered, down from $1,900 in late 2008, on a yeazly average of every six weeks for a total of $16,465.00. We cannot use wet stall shavings. As a result, in any given year we have over $100,000.00 worth of perishable fodder and bedding needing protection from the elements. This amounts to over 20% of our average annual gross income and 200-300% of our average annual net income based on recent tax returns. We also have approximately $200,000.00 worth of vehicles and mechanized farm equipment, most of which stay out in the weather year round. There is nothing like the experience of trying to start a diesel tractor at 6:00 AM, in the Pitch dazk, under a foot of new snow at 20 degrees below zero, in a howling ground blizzard; then loading the hay wagon from an outside storage site, sorting out the rotten frozen bales with a flashlight held between your teeth and frostbitten fingers, in order to feed the livestock, to clarify azid crystallize your tlvnking about efficient covered storage for forage, bedding and equipment. We have held talks with the Butler Building Company, who built the original hay storage barn and the azena. The existing building was made to be expanded by merely putting up more columns and attaching rafter extensions to the existing stringers at the eve sides of the building. 6 Installing sides on the south and west elevations of the building would keep out the blowing snow & rain thereby reducing the incidence of spoilage from moisture on the stored product. This could be the single most important improvement we could undertake to help insure the economic viability of the Ranch operation. 32. Irrigated grass turnout pastures: (Please see A.2 above) One thing we lack from the animals perspective is lush grass turnout pasture. Our boarders also are constantly lobbying for it. All of our animals boazded in stalls or small paddocks get a daily turnout of 3-4 hours for exercise and socialization. Our best locations for turnout aze adjacent to the main arena bane on either side of Juniper Hill Road. We have managed to resurrect and expand the irrigation systems on all of the hay fields and much of the improved ground around the buildings. However, these two historically irrigated Fields, which comprise approximately 12 acres, lack workable irrigation and hence won't support lush growth. Bringing water to and re-vegetating these two fields will dramatically improve the appearance of the main entrance to the Ranch, aid in the perfection of the Ranch's total water right, provide enjoyment to livestock and livestock owner alike, and supplement our feed needs in summer and shoulder seasons. We propose to utilize aiivestock-proof underground irrigation system similar to the one developed on the Kinder Property directly across from Aspen Village. This system is automatic, impervious to damage from stock, and is perfect for rotation of the stock between fields on alternating days. Rotation prevents the stock from tearing up wet, recently irrigated gromid and overgrazing the lush grass that we seek to nurture. We arranged for the Landscape Workshop in Carbondale to develop schemafic plans for this new system expansion and estimate costs since they were so successful with the Kinder Project. North of these two pastures we have an additional 20-plus acres that were historically irrigated. We have purchased another reel gun system with our own funds which could be put to use in this area with the extension of new infrastructure. (Please see A.2 above) 33. Domestic water storage and treatment facilities: Our domestic water system is a primitive "on-demand" type of system with a smal130 gallon pressure tank which requires the well to run almost continuously when there is water needed anywhere on the Ranch. The well has limited, but would have adequate capacity IF there was a large storage tank and auxiliary pumping facility. Livestock require a huge volume of water daily, not to mention the ordinary demands of a large Ranch with 4 families living on site and dozens of clients visiting daily. If we have a well failure, we have a very, very serious and immediate problem on our hands. We have had several meetings with Samuelson Pump Company regarding the future of the Ranch's water system. They strongly recommend that we install an underground storage tank of at least 2500-3000 gallon capacity and a small above ground pump house with chlorination capability and an auxiliary pump to deliver clean potable water from storage. This would allow the well to replenish the tank at its leisure during the night. It would also give us a reserve of several days duration in the event of well failure. We could also refill the tank from a tanker truck delivery if the well was incapacitated for an extended period of time. The recent drilling of a second well on the property will serve to add needed redundancy to the systern in case of emergency and would relieve the stress on the existing well if the systems were interconnected. 34. Trees and landscaping: (please see A.12 and B.4.16 a-e above) 35. Grading and drainage improvements: At some point, we need to address the parking lots, entry roads, and the overall drainage plan for the central core azea of the Ranch. Drainage comes first. If you have visited in February and Mazch you have seen what we affectionately call "Lake Cozy Point," which is about an acre in size and sits right in the middle of our main parking lot, threatening our hay storage facility and driving our boarders and guests crazy. The basic original drainage plan for the Ranch was workable, if not perfect, but the culverts and swales have all now been plugged and silted up. The water from snowmelt and big rains has nowhere to go but the pazking lot. We need to reestablish positive drainage azound the main barn and arena and down through all of the paddocks to Brush Creek with a sediment pond enroute to collect and filter the runoff before it returns to the watershed. Once this drainage issue is resolved, we need to bring in sufficient road base and gravel to build a good absorbent surface on the roads and parking areas so that they don't turn to marsh and gumbo slime every late winter and spring. 36. Additional Necessary Projects; Beyond these functional necessities, the Ranch badly needs a facelift. The main barn and arena need a paint job, inside and out, new stall mats, general stall repairs, and organized client locker and tack storage space. Portions of the interior arena rail need to be dug up and rebuilt. The historic Red Barn needs some structural repairs, such as new siding, paint, and roofing. The two existing employee housing units need refirrishing, staining and new roofing with some trim and siding replacement. The employee housing unit in the metal maintenance building needs roofing repairs, new exterior door, and window repairs or replacement. The old bunk house building has sagging rotten floors under the parts of the kitchen and bath. All of the public spaces need improved subtle night lighting for safety. All of our buildings need replacement windows. We need more metal loafing sheds for our paddock boazders. Over time we need to replace deteriorating paddock and perimeter fencing with indestructible and attractive materials that will add to the beauty, order, and fimctionality of the facility. We have a third log cabin which is not currently scheduled for renovation. We located it on the opposite side of the pazking area from our future office at the front of the Ranch. W e would propose doing nothing to this unit and using it for storage as we already are. At some point in the future, perhaps we can pursue permits for employee housing since this is always one of our most pressing needs. Its current configuration is two 280 sq. ft. studio apartments with efficiency kitchens and'/+ baths. It would be ideal for housing seasonal help, such as surnmer interns from Colorado State University or summer caznp senior counselors. Rent Paytnent Proposal Cozy Point Ranch, LLC offers, and wishes, to continue their lease and stewardship of the property under the same terms and conditions as the original lease executed March 13, 2000, as detailed on page 2, section 4. with the following adjustment: Sentence 1 to be re-written as follows: "Tenant agrees to pay as rent to the City for use and occupancy of the Premises an amount equal to five percent (5.0%) of all gross receipts up to $1,000,000.00 and 7.5% of all gross receipts over $1,000,000 of any business conducted by Tenant on the demised Premises through the term of this agreement". This change will allow us to adjust for the inflationary change in the value of a dollaz over the course of two lease terms and assist us to recoup some of our investment. Given the current economic uncertainty we also feel that it would be prudent during the lease negotiating process to hold discussions concerning worst case scenarios for Cozy Point Ranch and its lease holder. We are of the opinion that horse owners will make many sacrifices before they will give up their animals as part of their discretionary spending. That said, the possibility exists that the ewnomy could fall into a full blown depression and force hazd decisions on even the most dedicated equestrian. There is an income threshold below which any tenant will be forced to curtail rent payments and consider surrendering this lease. We would propose to the City of Aspen that we jointly attempt to identify that threshold. The theoretical questions for both parties upon falling below that threshold would become: Can the Lessee continue the stewazdship of this valuable open space in the face of mounting losses? Would it be in the best interest of the City of Aspen to suspend rent payments and possibly offer other incentives in an attempt to continue the uninterrupted stewardship of this property until such time as the economy and the income stream improve? 6. Fee Structures (Please see section 7) 7. Hours of Operation Cozy Point Ranch is open to the public 7 days per week, 365 days per yeaz. At least one English speaking employee is on duty from 8:OOAM to S:OOPM 7 days per week and the manager is on ca1124 hours per day. Ranch chores begin before daylight: rain, snow or shine; and typically run until dark. Ranch employees who live on site perform scheduled night checks of the property and livestock health and welfare checks. Boazders are given unlimited access to their anneals and the facility 24 hours per day, 365 days per year. There is always a Ranch employee living on site available to respond to e rovided free and night needs. Emergency numbers aze posted at the main barn aisle telephone, p of charge for the boarders and general public. Either Patti Watson or Monroe Summers are available 24 hours a day on our listed emergency cell phone numbers. Public Accessibility and Programs Activities & contntunitV services yrovided AUril 15 2000 to present 1. Our primary focus in undertaking the resurrection of the equestrian center was children. We felt that children were the future of the equestrian sports and the future of our business. Some previous operators had taken an opposite approach and actually discrhninated against kids. Time has proven us correct. We sought out and developed a partnership with a summer riding camp operator who was having a difficult time staying in business for lack of a suitable venue in which to operate her business. Joyce Witte founded a successful summer riding camp program 16 yeazs ago and was eager to utilize Cozy Point Ranch as a base of operation for the camp. Over the years, the camp, under Joyce Witte's direction, became an integral part of our operation, serving as a feeder for new kids in our year round programs. (Please see B.16 below) 2. With eight or more full time independent instructors working under the Cozy Point Ranch roof at any given time, graduates of our summer riding camp have a variety of opportunities for advancing and sharpening their equestrian skills indoors during the winter months. Weekdays after school hours, the arena and barn aisles are noisy and busy with children, parents, instructors, and horses practicing and preparing for competitions at the local, state, and national level. Weekend acfivities start early, as is the custom in horse barns, and end late. A wise old stable keeper once said to me "Barn Ratst don't get in trouble, because they're too busy during the day and too tired at night " Many of our students have gone on to make a name for themselves in competition or in the equine related industries. We are very proud of our small contribution in giving these children a healthy outlet for their adolescent and teenage energies. Of particulaz note: • Several of our students and horses compete in regional and national "A" Hunter/Jtunper competitions held annually in Tucson, AZ; Estes Pazk and Parker, CO; and Indio, CA. • Several of our students have won regional and national awards in Reining with the NRIIA (National Reining Horse Association). • One of our students placed in the Top 5 Open Half-Arabian Reining at the Arabian Nationals in 2006 in Albuquerque, NM. Samantha Belcher, pictured below in 2002 with her 4-H sheep, wou the NRHA Youth 14-18 division National Championship in Oklahoma City, OK in November 2008. • Several of our horses are nationally ranked in their disciplines. ' Baru Rat is a wuversal equestrian to most or all~of theirofi~ea time because they love the animals and euvironmeutl exchange for aiding and board, during We've got lots of Bam Rats. Patti and Monroe were both were Barn Rats in they teens. 10 We formed the "Four Leaf Clovers" 4-H club in conjunction with the Garfield County Extension Service with Patti Watson, our Ranch Manager, as its leader and its registered address as her home in Carbondale. Meetings and activities take place at the Ranch for the most art. We did this in order to rovide the w p p 4-H experience in Pitkin County once again for kids in our ' ' ~ `' area. 4-H Projects have included Veterinary Medicine, Dog 1~ '~' Obedience and Showmanship, Breeding goats, Wool sheep, and Horses. Over the years we have taken the club to the National Western Stock Show and 4-H sponsored Livestock Expos in Eagle and Kremmling. 'The kids have also competed at the Garfield County Fair in Rifle and at the Colorado State Fair in Pueblo. Our kids have taken home numerous ribbons at the County and State level including 3 time county champions in dog obedience and showmanship, county champion in breeding sheep, and reserve State Champion in dog obedience. One of our children also took County Champion in English horsemanship. 4. As a Cum Laude graduate of CSU, Patti is working on developing a recognized internship program at the Ranch during our summer season. We have already had several CSU students living and working on the Ranch in past summers. They gain valuable first hand experience applicable to an Agricultural major at CSU. 5. We make the facility available free of charge to charitable and philanthropic organizations. Fund raising events held on the Ranch include the annual Year End Horse Show for the benefit of the Colorado West Hunter/Jumper Association, the sanctioning agency for West Slope English Equestrian Competition. b. We established Beginner horsemanship classes through Colorado Mountain College (CMC) designed to acquaint interested students with the world of horses and help them to become more comfortable on them and in their presence. 7. We offer school tours for pre-schoolers, home schoolers, and grade K-12 as requested and give talks to the children on animal husbandry and horsemanship. 8. We provide one of the venues for the Aspen Art Museum for their summer art classes. Classes have been organized by Instructor, Amy Fulstone for kids and adults involving sketching and painting horses in portraiture and in motion. 9. We have become a post surgery and after-care facility for injured animals. Valley veterinarians routinely refer clients to us for long term rehabilitative care after serious injuries or colic surgeries. 10. We provide ambulance services for local large animal veterinarians, which are available every day of the year. 11 11. We provide pick up and delivery services at East Maroon Portal and overnight board for outfitters and uidividuals traversing the Ellc Mountain wilder•~iess on horseback from Crested Butte. 12. The Gentlemen of Aspen Rugby Club uses our indoor arena for their winter practice sessions in the evenings after the school children complete their lessons. 13. We average a horsemanslup clinic 6-$ times per year and sponsor three to four fully sanctioned and insured two-day horse shows on the property each summer. 14. We gift riding lessons to the annual Aspen Valley Land Trust (AVLT) fall silent auction and benefit dinner and at 4-H fund raiser auctions annually. We also sponsor a division each year for the Colorado West Hunter/Jumper Association. We have held numerous tack and bake sales to benefit 4-H. You may have seen some of our kids at the Gondola Plaza selling cookies on winter weekends in years past. 15. We offer and participate ui career day and work study days for interested kids in the Carbondale schools. 16. Patti is currently mentoring a student from Colorado Mountain College for a business class. This student is interested in pursuing a career in Equine Management. 17. Monroe will be mentoring one of our older 4-H girls, Taylor Van Zyl, in calving and bovine husbandry during the calving season this spring 2009. Taylor has been a participant in Ranch activities for the entire 9 years that we have been in business. Taylor competes in the Snowmass and Carbondale Rodeos each summer in Barrel Racing. She leaves us this fall for Colorado State University where she is enrolled in the College of Agriculture. 9. Horse Boarding Operations "Cozy Point Raraclz is a full service public equestrian boarding and training facility, open to all riders, trainers, and equine practitioners, young arzd old. YVe do not discriminate against any discipline, trainer, horse, veterinarian or philosophical approach as long as we consider them safe and humane. " This may seem to be an unnecessarily overblown statement but it is an almost unheard of concept in the horse world. Many equestrian centers are notoriously discriminatory, favoring or even insisting on this or that type of horse, discipline (style of riding), approved trainers, approved Veterinarians, adults only, etc. This peculiarity becomes easier to understand when you realise that most equestrian centers are privately owned and their policies evolve from the preferences of the owners. 12 Several of us who were boazders and veterinarians at the Ranch when the City purchased the property recognized these practices starting to manifest themselves in the new management. We approached City Staff, received a warm reception, and were invited to help draft language that would be placed in every future RFP and contract for the Ranch guaranteeing unlimited public access and freedom from discrimination for all potential users and equine practitioners. This was the beginning of the Cozy Point Task Force. I am very proud of our original role in developing this language. It is this philosophy of inclusion that turned this Ranch around and upon which we built this business. It is our self- imposed mandate from the taxpayers who own the facility. But most importantly, it really works. I'm prejudiced, of course, but I believe that we have the most successful equestrian facility on the Western Slope and I know for a fact that we have the happiest clients and equine practitioners in the State of Colorado. In concert with the policy of inclusion and no discrimination is our policy of no special deals. Everyone is treated fairly and alike, whether they have one geriatric mare or 10 world class priceless athletes. They all pay the same rates and receive the same quality care. The only exceptions are 4-H kids, who use the facility to board other small livestock, such as goats and sheep, for free. The Ranch sets and monitors standards for care, custody, and control of all of the animals boarding at the facility. Many facilities leave the oversight of the health of the animals to the individual owners. We assume that proactive role ourselves while keeping the owners constantly appraised of the welfare of their animals. Horses aze shod, trimmed, vaccinated, wormed, and quarantined as needed on a rigid schedule adopted for the health benefit of the individual animal and the herd as a whole. These standards were developed in cooperation with the local veterinary community. (Please see our "care, custody and control "forms developed exclusively for this equestrian center in section 7) 10. Specifics on Staffing and Positions For the most part our staffing remains the same as it was in 1999 when we answered the first RFP. Monroe Summers, General Manager; Patti Watson, Ranch Manager; K. C. Belcher, Bookkeeper; Mary Margaret Thomas, Assistant Ranch Manager/Western Trainer; Manuel Morales, Maintenance Foreman; and Maria Romero, Office Assistant and Housekeeping supervisor; are all members of our original management Team having been with the program in one form or another since its inception. Tony and Lupe, our shift foremen have been on staff and living on the property with their families since 2000 and 2003 respectively. Michelle Bonfils Thibeault, Assistant Ranch Manager/English Trainer has been with the company since 2006. Most of our management staff is bi-lingual, which is a critical necessity in the Western States horse world. 13 Tlus Lind of longevity and dedication iu today's workforce doesn't happen by accident. We have worlced hard, in a difficult envirotunent to recruit and keep quality employees who are dedicated to their vocation and take pride in their work. In addition to the individuals mentioned above, the Ranch maintains a staff of experienced Ranch hands and mauitenance individuals who divide their time between the Parent company and the Ranch, Uased on variations in seasonal work loads. Trainers are independent contractors. There are cut~rently eight working under our umbrella. (Please see section 4 an the dividers for individual resumes) 11. Emergency Planning and Management (Please see enaer-gencyphone lists, vet lists, etc in section 2.C.12) The Pitkin County Cotntnunications Center has our names and contact numbers on file. We have a very good working relationship with Rene Baker, the Animal Control officer. We attended a seminar itt Grand Junction several years ago with Rene for the purpose of becoming part of an emergency response and coordinated animal rescue program in our area. Our first use of this program and knowledge came last year during the "Catherine Store" fire when we were called on to assist emergency responders to move horses and cattle out of harms way. We provided two trucks and stock trailers and moved livestock and coordinated their temporary placement and return with various ranches in the area, including our own, for three days. We also were called upon in the Panoramic Fire iii 2003 to rescue a horse from a private house. This horse had strangles at the time and no other facility would accept lum. We went into the area, rescued the laorse, and stabled him at Monroe's house until it was safe to return. In the event of an electrical outage of long duration, we have dual plans for provisions of stock and employee housing water. Plan one involves utilizing the 100A 220V generator owned by our parent company to provide stand-by emergency power sufficient to run the wells intermittently. Plan two involves the use of a 350 gallon polystyrene water tank which we own and had mounted on our one-ton stake bed truck with an hydraulic lift. We also own a gasoline operated siphon pomp to draw water from the creek or irrigation pond to refill this tank if the outage is area wide. We can then merely drive to each watering site and quickly fill the tanks and buckets with the attached 1 % inch hose. We already use this system for stock water in remote pastures off of the Ranch. In case of fire in the main barn aisle, we can quickly release all stalled horses into the barn aisle and herd them to the arena from where they can directly access the 8 acre turn out pasture without being flee to travel to any roadway. We do not stall horses overnight in the old "wooden" red Uat~n. We have hosted and paid for basic first aid training for our etnplvyees and subcontractors every other year. (Certification is valid for 2 years). 14 12. Coiximunity Involvement and Interaction/Public Outreach (Please see B.c~ above) Patti and Monroe have both made efforts to extend the influence and reputation of the Ranch by reaching out to various elements of the cfmm iei hborsrand a tending the hand of oaperatio0n we made a point of getting to know all o g We even hosted an open house for the public in 2001. Patti serves as a 4-H volunteer leader and is on the Board of Directors for the Colorado West Hunter Jumper Association (CWHJA). Monroe Serves on the Boards of three different ditch companies. We are both involved in mentvring programs for youth. We have a made a standing invitation to the community to utilize the facility for their appropriate functions free of charge other than costs. This includes diverse groups such as Roaring Fork Holuids Pony Club, Dressage Club, Happy on a Horse, Aspen Valley Land Trust, Silver Lining Ranch, Sopris 'Therapy Services, Susan B. Komen, Local schools K-12 public or private, church and synagogue. rivate arises, et funerals, and parking for rock concerts and athletic We have hosted birthdays, p P P events. Many know that we are the unofficial large animal ambulance and intensive care recovery facility far the upper valley. Few realize, until they need us, that we are there to help them with the arrangements and internment for their large animal companions when life or the quality thereof is at an end. 'The volunteer fire department uses the Ranch for training exercises, Gentleman of Aspen Rugby club trains on winter nights in our arena, balloon companies have been given a license to take off and land. We also provide storage and staging for the providers of the Snowmass Village and Aspen seasonal fireworks displays. 13. Boarder Agreements, Trainer Agreements, Independent Contractor Agreements, Sublease Agreements, Release of Liability Agreements, all other Agreements and forms used in the conduct of our business (Please see section 7 in the dividers of this presentation for copies of all of the pertinent forms used in the conduct of our business.) 14. Grievance Procedures Accepting responsibility for care, custody, and contronot o il finaii sally invested in thews the assumption of great liability on our part. Owners are y animals but emotionally as well. We want the owneWe ~animdoal Ve1d~~g ~l~n reason tol earn have them and their animal's best interest at heart. and keep their trust and ensure the safety of their animal i h t said ~ t is o expectat on that facility plaint and funding available for improvements to they will reward that effort on our part by acting in our Uest interests as well. 15 Cozy Point Ranch,. LLC is a private, for profit business. In 2000, we signed aten-year lease on a broken, run down, and basically non-fiulctioning equestrian facility located on a beautiful piece of neglected and weed-infested open space. In the last tune years, we have made huge strides through back breaking work and sacrifice to turn this facility around. But, and I say this to anyone willing to listen, "it is still a work in progress." Many of the support letters enclosed underscore and embrace this reality. The facilities at Cozy Point Ranch may not appeal to everyone. We learned this the hard way after one unpleasant experience in 2001. For this reason, we insist that all interested boarders and professionals who may wish to utilize the facilities first take a guided tour with one of us and also read and sign our "acknowledgement" fornis in our presence. We encourage you to read them as well. (Copies are enclosed for your review in section 7.) They merely state, in the plainest language possible, that this facility "IS WHAT IT IS." T1iey ask each signatory to please look closely at everything from feed to fencing and determine beforehand if this facility meets their needs. The entire effort has but one objective: To keep people fiom later using a disingenuous excuse ("Well, if I had orily known ................ Iwould never have............") to malign us or the services we provide to our landlord, our satisfied clients or the press. Once they are in residence, the new boarder or trainer agrees that they will follow the rules and be cooperative team players. With the nwnber of users, children, and horses that we now have on the property, health and safety issues dictate that everyone is cooperatively in-synch. We not only feel that this acknowledgement on the part of all users of the facility is fair and reasonable; we feel it is imperative to our conduct of a safe and successful business. The vast majority of users of the facility over the past rune years agree with us. With many hunch•eds of happy users, we are happy to report that our• negative experiences amount to only three; far less than 1 percent. That said, we do understand Cozy Point Ranch is owned by a public entity and that the City of Aspen wishes to provide even the smallest minority every possible opportunity and avenue for the expression of dissent. Toward these ends we have held discussions with Aspen Dispute Resolution in an attempt to provide another layer in our grievance procedure. We would propose to add the following language to our agreements: "The parties acknowledge that disputes may arise under this agreement concerning the boarding and associated care and feeding of horses as well as the maintenance and management of the Property. In order to provide an informal, expedited, cost-effective, and confidential method for the resolution of all such disputes, Boarder (Trainer) agrees to report any complaint first to the Lessee and operator of the facility, Cozy Point Ranch, LLC and to make a good faith effort to resolve the dispute directly, and then if necessary through mediation, prior to taking the complauit or dispute to any 1liledia outlet, Client of the Lessee, Court of jurisdiction, or reporting it to the City of Aspen as owner of the Property and landlord. If mediation is required, the parties shall agree upon a neutral mediator with experience in tlae open°ation of horse boarding facilities within 7 days and shall mediate in good faith as soon as practicable, sharing equally the costs of such mediation." 16 15. Special Events or Other Uses of the Facility (Please see B.8 & B.12 above) We are always open to serving as a venue for any worthwhile community activity, public or private event that is allowable within the zone district and under the terms of our lease. 16. Other Procedures, Fees, Events, Uses not mentioned above. Going forward, it is our intention and desire to continue the summer riding camp program and traditions that Joyce Witte started in 1993 that we nurtured and supported from 2000 forward. We also intend to return to and expand on many of the well rounded activities that were such an integral part of her original concept. Starting in 2009, camp will be operated and managed by our corporation utilizing our excellent in house and subcontract staff of instructors. Our Ranch Manager, Patti Watson, will be Camp Director. She will be assisted by several of our 4-H and former camp alumni who will assist her in routine equestrian center activities during the summer months as well as act as senior counselors. Junior counselor positions have yet to be assigned. We have a list of experienced and capable young people ready and eager to work once the results of this RFP are announced. Four of the eight trainers currently working under our Ranch umbrella have past summer riding camp experience as both counselor and participant. Patti is a riding instructor certified by the Certified Horsemanship Association. Patti was the summer camp Riding Director for Flying G Ranch, a Girl Scout Camp near Deckers, CO from 1993-1995. (Please see experience resu»aes in section 4) Summer riding camp will provide children ages 8-17 with an opportunity to learn to ride as well as participate in every aspect of the horse's life and routine. In addition, our programs will enhance the skills of the more advanced young rider. Lead rope pony rides and abbreviated hourly programs will be provided for children less than 8 years of age. Barn chores included in the daily routine will foster a sense of responsibility and work ethic. Field trips, art and handicraft projects, cookouts, and guest presenters from veterinarians to farriers to rodeo clowns will round out the experience. Participation in local rodeo's and weekend horse shows will be the highlight of many young campers summer season. Summer riding camp is an environment where campers will interact on a social level as well as receive excellent horsemanship instructions. It is a place where local children will mix with visitors and lasting friendships are created. Scholarships will be provided for qualified students in need. Work-to-ride programs will be made available for young counselors. The camp will provide much needed summer employment for many young people from the valley. 17 The Cozy Point Ranch staff provided the teclvucal and logistical expertise to assist the original summer camp operation in finding seasonal employees, seasonal housing, as well as making arrangements for leased horses. It is therefore a given that we are prepared to add this responsibility to our existing programs. Eight distinct changes and additions that we intend to make to the program are as follows: • Beginning in 2010, all instructors and counselors will be certified by the Certified Horsemanship Association. • We will offer campers both English and Western riding instruction opportunities. • Beginning immediately, there will be proper adult supervision for all summer camp activities on site at all times during any day or hour that activities are scheduled and/or a camper is present. • All employees, who do not qualify as independent contractors, will be compensated through the company payroll system and issued a W-2 in order to insure that they pay their taxes and, more importantly, are covered for injury under our Workman's Compensation Insurance policy. • Our primary emphasis will be on beginner and intermediate riders. We will not place any summer camp emphasis on rising to "A" show competition status which is by definition highly exclusive and limited to a select few children. Children who are capable and able to reach this level will be referred to a private instructor on the ranch. Camp should be, and will remain, under our management, a starting place for children who may not otherwise have the opportunity to learn to ride and enjoy the horse and ranch experience. As the summer camp program develops: For the first time, young campers will have the opportunity to interact with and learn more about other traditional ranch animals such as cows, goats, sheep, rabbits and chickens. Campers will go on guided and supervised nature tours where they will learn more about the many wild animals that share the ranch with us, observing some of them in their native habitats, learning to identify them by their tracks, activities and scat as well as gaining a better understanding of their lifestyles and their role in the environment. Children who show an interest will be taken on "Young Rancher" guided and supervised tours where they will have an opportunity to observe and interact with ranch hands operating farm machinery, irrigating fields, harvesting hay and working with horses and cattle. 1~