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HomeMy WebLinkAboutagenda.council.worksession.20130520 CITY COUNCIL WORK SESSION May 20, 2013 5:00 PM, City Council Chambers MEETING AGENDA I. Yellow Brick Security II. Stream Flow Mitigation & Colo. Water Trust III. AREDAY Concert Funding Page 1 of 6 MEMORANDUM TO: Mayor and City Council FROM: Shirley Ritter, Director Kids First Security Review Committee (Nancy Nichols, Chip Seamans, Scott Miller, Jeff Pendarvis, & Courtney DeVito) THRU: R. Barry Crook, Assistant City Manager DATE OF MEMO: May 15, 2013 MEETING DATE: May 20, 2013 RE: Yellow Brick Building Security System REQUEST OF COUNCIL: This memo is to provide information about the proposed Yellow Brick Building Security System to Aspen City Council for future contract and funding approval. We are seeking direction to bring this contract to you for approval. PREVIOUS COUNCIL ACTION: In 2011 a smaller amount of funding ($10,000) was approved for new access control only. The cost ended up being higher and the project more complicated than first anticipated, so it was tabled at that time. BACKGROUND: The Yellow Brick Building is home away from home for 150 children and about 60 staff every day, Monday through Friday. Security and emergency preparedness is an ongoing issue and is discussed regularly. The building was last re-keyed over 10 years ago; there is no intercom system; no video surveillance; and no way to lock the many doors in an emergency. After recent shootings, including Sandy Hook Elementary School, childcare staff and parents asked to meet to talk about security at the Yellow Brick Building. Since January all exterior doors (21 on the main level) are locked on a schedule that allows access for families during high traffic times at the beginning and end of the day; and allows access for families other times of the day by signing in and out with a temporary staff person assigned to the door. Parents use only the main east (Garmisch Street) and west (1st Street) entrances. Staff use these doors, the south (playground side) playground doors and the south handicap access door. Staff on the lower level uses the south side entry doors to the lower level. We have held numerous parent and staff meetings to discuss the current situation, short term ideas, long term ideas, and overall emergency responsiveness. There was clear direction from parents to make the building more secure, and they have been very appreciative of the short term efforts and trainings in the past months. Our long-term goal is to make the Yellow Brick Building a safe place for children and staff. Page 1 of 26 P1 I. Page 2 of 6 The building is also unique in that it houses childcare on the main level; city offices and 2 non- profit offices on the lower level. Part of our goal is to more securely separate these uses while allowing normal business function to occur. The childcare programs hold fire drills at least monthly and have been trained in standard response protocol (SRP) used in schools nationwide by Tina Thompson – APD and Paul Hufnagle – Pitkin County Sheriff’s Department; both are School Resource Officers (SRO) at the Aspen School District. Linda Consuegra also provided expertise in the early stages of identifying our needs and providing expertise and resources. Kids First brought together experts to serve as a review committee for the RFP for increased security at the Yellow Brick Building in response to heightened requests from parents of children in the Yellow Brick childcare programs. We reviewed 6 proposals, asked for a second round of questions to clarify some of the differences in the proposals, and finally interviewed the top 2 choices. Thanks to Nancy Nichols-Yellow Brick Building Manager, Chip Seamans- Aspen Police Department, Scott Miller – Asset Manager, Jeff Pendarvis – Asset Property Manager, and Courtney DeVito – Risk Manager. This committee is recommending this proposal because it meets those needs using new technology in ways that will still allow the Yellow Brick Building to feel welcoming and friendly to children and families. The Kids First Advisory Board also recommends and is supportive of this security system proposal for the Yellow Brick Building. DISCUSSION: Our initial response to safety and security concerns was both to learn about and seek a long-term solution, and to do what we could in the short-term to increase security for children and staff in the Yellow Brick Building. Our long-term goal became that of providing as much safety and security as reasonably possible while still fitting in the environment of community expectations. The Aspen School District has two School Resource Officers. They are regular police and sheriff’s deputies, are armed, on site, and are the first call if there is an incident; they are then in charge of standard response protocol. The schools routinely close all interior doors after children are in the classrooms. They have video surveillance at the high school, and have budgeted for an upgrade there with the addition of cameras at the middle and elementary schools. All outside doors are locked except the main entrance door at each building; visitors sign in and wear a visitor nametag. They have budgeted for window blinds as a way to reduce the ability to see into the classrooms from the outside and the interior hallways. The schools also have posters and drills using the SRP. Generally public schools have most children arriving by bus and not so much parent traffic as childcare centers. Many childcare programs in our area and across the state have a coded access, but use a variety of methods including having just one universal code and changing it periodically. Some are connected to computer storage, most are not. Some programs have limited video surveillance. Most childcare programs have alarms and use a security company to provide monitoring. All local childcare programs have increased emergency drills for staff or staff and children using the same SRP. Page 2 of 26 P2 I. Page 3 of 6 What is being proposed? Components of the proposed security system include: 1. Access Control – biometric fingerprint readers for families, keypad code entry for staff. Individual codes are easily entered and deleted as people come and go. Index finger-print reader is the most secure, most convenient for families. a. Main doors on the east and west ends of the building will include both biometric and code readers; the double interior wooden doors on the end of the east hallway will be locked and will require biometric or codes for entry to further separate the childcare area from the office area. Biometrics are easy to set up, maintain and delete users and it is the safest way to ensure that the users are who they say they are. Plus, there are no issues with forgotten codes. Coded access to staff is very secure because it can also be easily maintained and each code is unique to each employee. Codes can be made to work on specific doors, for specific hours or times, and can be changed if access needs change. All staff can access any of the specified entrances using their 4-digit code. b. Classroom doors to the playground (west side) will be only code readers for staff. Teachers can easily use their code to go in and out as needed. c. Classroom doors on the Hallam Street (north) side of the building will not be used for access – only for fire egress. d. Doors will be locked and readers in use 24/7, but access may be restricted to specific days/hours. e. The interior doors from the basement level to the upper level will also be coded to allow separation of the office space from the childcare space. f. Alarms will sound if doors are opened without a code, or blocked open unless it is for fire egress. g. All exterior doors will have magnetic locks to keep them securely closed; in the event of emergency all exterior doors can be released or locked down at the same time. 2. Surveillance – digital cameras will be installed on the exterior perimeter of the building, in the basement entrances, east and west entrance areas, and in the main hallway. These will provide real-time viewing, day and night; and will allow for storage in order to review in the case of an incident. The cameras will also be able to be seen (with our permission) by the Proguard monitoring system and by the police department on a smart phone or iPad. They will be in protective housing to prevent damage and will have a back up battery in case of power outage. The equipment will be placed in the Kids First office and will be housed on a stand-alone PC. Kids First staff will be able to view video streams at any time, and will check periodically on entrances that cannot be seen from any office or if an alarm sounds that a door is opened without a code. Video and alarms will also be monitored by staff at Proguard. We anticipate a training period for staff to learn new methods to enter and exit the building. 3. Security / Panic buttons – placed throughout the building; will be silent when pressed and will alert police and Proguard at the same time. Panic buttons are commonly installed at a teacher’s desk, or in a location that can be easily reached by a teacher, but of course out of reach of children. They can also be worn like a watch or pendant by a teacher. They are intended to be inconspicuous yet placed so that they cannot be accidentally Page 3 of 26 P3 I. Page 4 of 6 activated. The panic buttons have a one-mile range so can also be used by teachers on the playground and on trips within that range – around town or ACES for example. 4. Intercom System –will allow communication between classrooms and the Kids First office in case of emergency. It will also allow Kids First staff to give entry to people who are authorized but do not have a code or biometric scan in the system (a onetime visiting grandparent for example). This system also has a backup battery for power outage, pre- programmed buttons for emergency alerts (lock down message for example) that would go to the entire building. Intercoms could be placed on a desk, or mounted on the wall. The intent here also being easy to use and reach for teachers, but out of reach of children so as not to be used as a toy or by accident. Control hardware will be in Kids First office. There will be wiring through the building installed in accordance with building codes. Proguard will test and monitor the system. The entire installation time will be 5 weeks, most will not involve the classrooms and Proguard will work evenings and weekends when needed to avoid disruption to the classrooms. There will be an annual inspection of the equipment. The interior double wooden doors will need to be updated with closers, and possible new hardware that can accommodate the new access system The Yellow Brick Building currently uses Aspen Patrol to check the security of the building after hours. This service can also be handled by Proguard so there would be no increase in cost for on- going monitoring. CONTEXT FOR COUNCIL DECISION: As Council considers these security improvements to the Yellow Brick building, it should also keep in mind the other facilities in which populations of young children or adults might be considered “at risk” and whether they want to make similar improvements in order to secure those locations as well. As we improve the security of the interior portions of the Yellow Brick complex, the outdoor play area will remain largely open to the public. Children at play in that location will not be secure in the same sense as the secure environment indoors in the classroom. There will be video surveillance but no real physical barriers. Across the street, the Red Brick recreation facilities will be open and far less secure. The programs and facilities at the Ice Garden and the ARC (Aspen Youth Center, ice rink, swimming pool, etc.) will be only as secure as our check-in procedures allow. Youth engaged in recreation at the field locations have no security provided. All of the special events – running events, biking events, ski races, etc – lack any special security. Government offices – City Hall, Annex, Rio Grande, County offices, the Library, the Courthouse – have limited or no security. The City of Aspen may want part of this security discussion to grow to consider these other city buildings and activities that may be served by access control or video observation. Note that security at some employee housing locations already exists or is planned. In the end, this higher level decision is about how you want to view the security situation at all of the government facilities; whether you want to make distinctions between those that serve certain age groups or not; how you assess the risk/cost equation in all venues that you are ultimately Page 4 of 26 P4 I. Page 5 of 6 responsible for; and what kind of atmosphere you wish to create given your answers to those questions. If the City of Aspen considers physical security at locations other than just the Yellow Brick, it should view the security system from the perspective of a network enterprise solution. Instead of having local access control and video storage at each facility, all security at all facilities could be managed by a single centralized server. This could save the City considerable money by not duplicating the same control and storage systems at each location. Having centralized management will allow for easier and less expensive facility expansion in the future. Storing video images centrally provides the added security of isolation from the local site. Because all system controls would be running on a fast network that connects each facility by fiber optics, management of any building’s system could be done either locally, or remotely by anyone authorized to do so from anywhere in the network. Multiple users at multiple facilities would be able to access their own systems at the same time. If the city chooses to go with a master server system that will manage security in all buildings, that cost would be: • $4,800 (one-time server purchase by IT) • $9,634 (one-time professional services from Proguard) • $8,000 (Additional software and control panel from Proguard) $22,434 • $3,500 (annual IT cost allocation/server) • $ 0 (annual software support fee from Proguard) $3,500 FINANCIAL/BUDGET IMPACTS: The cost for the system as proposed for the Yellow Brick Building is $ 90,651 or $ 83,357, depending on whether City Council chooses the master server or we go with a local server at the Yellow Brick Building. This amount will be funded from the childcare capital reserve fund. • $ 93,622 Proguard Proposal - $ 8,000 Additional software and control panel (included above) - $ 7,294 Deduct labor and equipment if City of Aspen chooses the master system + $ 5,029 IT hardware needed at the Yellow Brick Building $ 83,357 This is the amount of the Proguard proposal; if the City of Aspen does not go with the master server system the proposal for the Yellow Brick Building will be $90,651. If the city chooses to go with a server that will provide security in other buildings, that initial cost would be $ 22,434. ENVIRONMENTAL IMPACTS: There will be a slight increase in electrical use due to the equipment – cameras, desktop, locks, and intercom. This is expected to be a maximum of 592.8 Page 5 of 26 P5 I. Page 6 of 6 Kilowatts annually. This assumes using the system at its maximum capacity for 12 hours a day; this is a worst case scenario, we do not expect to have usage this high. RECOMMENDED ACTION: Future Action request will be for contract and funding approval to complete this project. Contract approval is scheduled for the consent agenda on May 28. ALTERNATIVES: If council does not want to move forward with this project, alternatives include: (1) continue with the interim security measures, (2) replacing elements of this proposal with other elements, (3) leaving doors unlocked providing no security at the Yellow Brick Building, or (4) another alternative altogether such as a full time security officer. These alternatives and more were discussed with the review committee but were not recommended because of concerns about on-going costs or too much/too little intrusion in the day to day functions at the Yellow Brick Building. CITY MANAGER COMMENTS: ATTACHMENTS: A. Proguard Proposal for Yellow Brick Building Security System – includes maps and visuals of the hardware. B. Budget documents from Proguard, including all options C. IT estimate of cost for hardware needed to support the security system in the Yellow Brick Building. Page 6 of 26 P6 I. SALES AND GUARD OFFICE 400 West Main St #14  PO Box 1793  Aspen, CO 81611 CORPORATE OFFICE  0076 Sunset Drive  PO Box 3409  Basalt, CO 81621 (970) 927-2026  Fax: (970) 927-2032  Toll Free: 1-866 – 42GUARD Commercial and Residential Fire and Security Systems  Design  Installation  Monitoring Secured Access  CCTV Design and Installation www.proguardprotection.com Date: 5/15/13 Revision-1.1 Thank you for the opportunity to present this proposal to you regarding the security needs for the “2013-016 Proposal for Yellow Brick Building Security System”. In accordance with your Request for Proposal document, we would like to submit the following: Section-1: Proguard is a family owned and operated company started in Aspen in 2001. We have a base of 16 employees, all of which live in the Roaring Fork Valley and our company has grown to over 1,300 accounts, of which over 80% are in the Aspen/Snowmass area. We currently employ 4 people with NICET technician certifications and are members of ACRA, Basalt Chamber of Commerce, NICET, NFPA (National Fire Protection Agency) & ISC (International Security Conference) organizations. We have industry specific certifications & dealerships from all of our major equipment lines. Of our 1,300 plus accounts in the Aspen/Snowmass area, we currently provide monitoring and or maintenance on the following systems: - All 4 AVFD Fire Stations - Burlingame Housing Development - Truscott Housing Development - Aspen Sanitation District - White River National Forest Headquarter Station - Aspen/Basalt Healthcare Center - The Elks Building - Sunnyside Retirement Center - Aspen Square - The Gant We have also provided security solutions including Access Control and CCTV surveillance for many clients including: - Ski-Co Data Center - Limelight Lodge - Ritz Carlton Highlands - Frias Properties Office - Hochfield, Pierre Famille, Kathryn Penn and Meridian Jewelers - All Boogies retail stores - Aspen Store and Cowen Center gas stations Page 7 of 26 P7 I. SALES AND GUARD OFFICE 400 West Main St #14  PO Box 1793  Aspen, CO 81611 CORPORATE OFFICE  0076 Sunset Drive  PO Box 3409  Basalt, CO 81621 (970) 927-2026  Fax: (970) 927-2032  Toll Free: 1-866 – 42GUARD Commercial and Residential Fire and Security Systems  Design  Installation  Monitoring Secured Access  CCTV Design and Installation www.proguardprotection.com Contacts: Frank Bauer, President (970) 379-9811- Cell frankb@proguardprotection.com Chris Bishop, General Manager (970) 319-6961-Cell chris@proguardprotection.com Company Hours & Dispatch Info: - Hours of Operation: M-F, 8am-5pm - Telephone Technical Support: 24/7 - On Site Technical Support: 24/7 - Average Technician Response Time: Under 60 minutes - Technical Response Parameters: We respond on any system malfunction - Emergency Dispatch Monitoring: 24/7 - Average Emergency Dispatch to Arrival time: Under 5 minutes - ** Proguard also offers Full Guard Response if you desire it. ** The following pages contain the Section 2, 3 & 4 requirements. Please feel free to call or email me anytime with any questions. Thank you for the opportunity to present this proposal to you, we look forward to working with you and welcome any design changes you feel necessary to meet both your budget and your expectations. Have a great day. Sincerely, Frank R. Bauer II President Proguard Protection Services Inc. Page 8 of 26 P8 I. SALES AND GUARD OFFICE 400 West Main St #14  PO Box 1793  Aspen, CO 81611 CORPORATE OFFICE  0076 Sunset Drive  PO Box 3409  Basalt, CO 81621 (970) 927-2026  Fax: (970) 927-2032  Toll Free: 1-866 – 42GUARD Commercial and Residential Fire and Security Systems  Design  Installation  Monitoring Secured Access  CCTV Design and Installation www.proguardprotection.com Section-2: System-1: Access Control Design Any good Access Control system starts with a hardware & software server with a competent and reliable, yet easy to set up and maintain platform. Our preferred choice for this project is Keyscan, Inc. They have systems that can start small and expand to any size. Currently, the Longmont school district, here in Colorado, has 54 buildings currently using the Keyscan access control platform. The great gift of this product line is the ability to add additional schools and other city buildings to the system platform easily and cost friendly. The software program will be loaded into a computer provided by Proguard. This computer will be located in the office close to the East entrance of the building. Once loaded, we will teach the proper staff how to enter data, monitor access & cameras and update users. The program is very straight forward and easy to use and even has smart phone applications that can be utilized while they are away from their desk. This computer station can allow access to the building from either door utilizing field of view for the East entrance and CCTV camera view from the West entrance. Page 9 of 26 P9 I. SALES AND GUARD OFFICE 400 West Main St #14  PO Box 1793  Aspen, CO 81611 CORPORATE OFFICE  0076 Sunset Drive  PO Box 3409  Basalt, CO 81621 (970) 927-2026  Fax: (970) 927-2032  Toll Free: 1-866 – 42GUARD Commercial and Residential Fire and Security Systems  Design  Installation  Monitoring Secured Access  CCTV Design and Installation www.proguardprotection.com System-1: Access Control Design (Cont.) This system incorporates access control capabilities utilizing both biometric finger print readers and keypad code entry tactics. Our recommendation for ease of set up and continuing maintenance is to use biometrics for all parents entering the building and the interior door that separates the school from the rest of the building and keypad code entries for all office employees, teachers and maintenance staff. This will allow you to easily update your employee records with codes while not forcing parents to learn and or forget a 4 digit code. Biometrics is easy to set up and each parent can be entered into the database prior to the system going online. Once online, each parent will put their finger on the scanner and their print will be scanned and saved into their profile. Easy to add and easy to delete, these biometric readers, provided by L-1 Identity Solutions, are used in many Washington, D.C. government buildings for controlling access. Keypad code entry is the preferred choice for all school staff and office personnel. Each employee will submit a 4 digit code to be entered into the system prior to activation. Each entry and exit is stored in the Access Control Panel provided by KeyScan. The keypads will look like this. All (16) daily use doors will have electronic magnetic locks to protect against unauthorized intrusion. These are 1500 pound magnetic locks concealed in a small an unobtrusive design. They will provide 24/7 protection for the daily use doors and are compliant with the Access Control and Intercom systems. One of these daily use doors will be an interior door providing separation between the school and office sections of the building. This will ensure maximum safety for the class rooms and stop unwarranted roaming of the building by individuals not authorized to be in certain sections. Page 10 of 26 P10 I. SALES AND GUARD OFFICE 400 West Main St #14  PO Box 1793  Aspen, CO 81611 CORPORATE OFFICE  0076 Sunset Drive  PO Box 3409  Basalt, CO 81621 (970) 927-2026  Fax: (970) 927-2032  Toll Free: 1-866 – 42GUARD Commercial and Residential Fire and Security Systems  Design  Installation  Monitoring Secured Access  CCTV Design and Installation www.proguardprotection.com System-2: CCTV Surveillance Design For the CCTV design, we have opted to use the Digital Watchdog IP based equipment line for this project. As a leader in IP technology, Digital Watchdog will allow us to create a surveillance system that is robust and yet easy to use. Same as the Access Control system, the software platform allows us to expand to other facilities, as long as we provide a NVR (Network Video Recorder) for each facility. Cameras will be displayed on the Proguard provided computer in the East office and can also be viewed from mobile devices such as smart phones and web tablets. The NVR has 6 terabytes of storage space and is a rack mount unit. Capable of running on multiple OS platforms, we will most likely use it in a Windows 7 platform unless otherwise specified. It is Linux capable in case that better suits your operating needs. Page 11 of 26 P11 I. SALES AND GUARD OFFICE 400 West Main St #14  PO Box 1793  Aspen, CO 81611 CORPORATE OFFICE  0076 Sunset Drive  PO Box 3409  Basalt, CO 81621 (970) 927-2026  Fax: (970) 927-2032  Toll Free: 1-866 – 42GUARD Commercial and Residential Fire and Security Systems  Design  Installation  Monitoring Secured Access  CCTV Design and Installation www.proguardprotection.com System-2: CCTV Surveillance Design (Cont.) Proguard will provide a Middle Atlantic racking system for the DVR and network equipment provided by the City of Aspen IT department. Pre-existing switch gear will also be moved into this rack system. This rack will be located in the lower mechanical room, exact location to be determined. The rack will include a ventilation system to keep the equipment cool and will include front and back lockable doors for security. For cameras, we have chosen both interior and exterior IP cameras. All cameras will be dome style vandal proof cameras. All cameras will have vari-focal capability which will allow us to set the perfect picture for each location. With 2.1 mega pixel technology, all of the cameras will deliver a crisp and colorful picture. All cameras also have IR technology for viewing at night or in low light. Exterior Interior This CCTV Surveillance Design also includes a UPS (undisturbed power supply) to provide backup power in the event of a loss of power. Page 12 of 26 P12 I. SALES AND GUARD OFFICE 400 West Main St #14  PO Box 1793  Aspen, CO 81611 CORPORATE OFFICE  0076 Sunset Drive  PO Box 3409  Basalt, CO 81621 (970) 927-2026  Fax: (970) 927-2032  Toll Free: 1-866 – 42GUARD Commercial and Residential Fire and Security Systems  Design  Installation  Monitoring Secured Access  CCTV Design and Installation www.proguardprotection.com System-3: Security & Burglar Alarm Design: For the security system, our concept is rather simple; protect the building from intrusion by all means of entry. In order to accomplish this, we have designed a dual partitioned alarm system that will allow certain areas to be unsecured while other areas will be completely secured at all times. Partition-A will consist of door contacts for the daily use doors outlined in the on-site walk. These will be armed at night and disarmed during the day, allowing staff and parents to enter during designated hours by using the Access Control System. Partition-B will consist of devices armed at all times. This partition will include of all classroom doors and other doors not in daily use. It will also consist of panic buttons in each classroom. Given the nature of the use of this building, it is important to have both reliable and instant notification from this system in the event of an alarm. Therefore we propose using dual and redundant forms of communication. We recommend using IP communication as a primary form and Land Line telephone communication as the secondary form of communication. IP is the fastest platform for communication available, sending alarm information in fractions of the time for land line or cellular communication formats. We recommend and propose using DMP for the security panel and equipment. DMP is made in the USA and has award winning customer support and warranty. Since running wires throughout the class rooms is limited, a system capable of wired and wireless devices will be the most cost friendly solution. DMP allows us to provide dual partition capability, dual communication formats and both wired and wireless platforms built in. Page 13 of 26 P13 I. SALES AND GUARD OFFICE 400 West Main St #14  PO Box 1793  Aspen, CO 81611 CORPORATE OFFICE  0076 Sunset Drive  PO Box 3409  Basalt, CO 81621 (970) 927-2026  Fax: (970) 927-2032  Toll Free: 1-866 – 42GUARD Commercial and Residential Fire and Security Systems  Design  Installation  Monitoring Secured Access  CCTV Design and Installation www.proguardprotection.com System-3: Security & Burglar Alarm Design (Cont.) Proguard will install (3) security keypads placed throughout the building will make it easy to arm the system and each keypad also has a built in panic button in case of emergency. Monitoring: Proguard uses CMS the most advanced central station in the industry. With (3) individual central stations placed throughout the US, they have the ability to switch accounts from one station to another in the event of a natural or manmade disaster. With CMS, your account will always be secured. Page 14 of 26 P14 I. SALES AND GUARD OFFICE 400 West Main St #14  PO Box 1793  Aspen, CO 81611 CORPORATE OFFICE  0076 Sunset Drive  PO Box 3409  Basalt, CO 81621 (970) 927-2026  Fax: (970) 927-2032  Toll Free: 1-866 – 42GUARD Commercial and Residential Fire and Security Systems  Design  Installation  Monitoring Secured Access  CCTV Design and Installation www.proguardprotection.com System-4: Intercom Design You have requested an intercom system to allow communication between the classrooms and the offices in the event of an emergency. Aiphone is the preferred choice by Proguard for this design. As a world leader in intercom communication, Aiphone has been providing communication systems in North America since 1970. Our recommendation is the have (1) base stations in the East entry office, (16) room stations, one for each class and (2) vandal & weatherproof door stations, one for each the East and West main entries. These door stations will allow visitors to ring the main offices stations to notify that someone is at the door. The door stations will also run through the electronic magnetic locks on each of these doors so that the office has the ability to buzz in the visitor either through the Access Control System or the Intercom Base Station. This redundancy is important in the event of a network issue. The system is very expandable, should you decide to add other areas to the design. It allows for communication from one set to another or for mass notification in the event of an emergency. There are also programmed messages that can be saved and broadcasted and it has a built in clock to allow for scheduled announcements. The CPU (central processing unit) is also available in rack or wall mount versions. This Intercom Design also includes a UPS (undisturbed power supply) to provide backup power in the event of a loss of power. Page 15 of 26 P15 I. SALES AND GUARD OFFICE 400 West Main St #14  PO Box 1793  Aspen, CO 81611 CORPORATE OFFICE  0076 Sunset Drive  PO Box 3409  Basalt, CO 81621 (970) 927-2026  Fax: (970) 927-2032  Toll Free: 1-866 – 42GUARD Commercial and Residential Fire and Security Systems  Design  Installation  Monitoring Secured Access  CCTV Design and Installation www.proguardprotection.com Training Time: We expect to train for each system individually since our students may differ from system to system. These systems are very easy to use since they are mostly Windows based, data entry systems. All of the systems with the exception of the security system will be computer based so the training will happen in the main East entry office. Training on all 4 systems should take less than a day. Training will be classroom style with training packets created for each system and handed out to each person training on each system. Installation Logistics: The (4) systems that we have proposed above will need the following levels of completion: 1. Final Design: One to several meetings to outline the system equipment & dynamics, discuss the locations for equipment and wiring paths for the infrastructure. 2. Wiring: 2-3 technicians to pull all of the necessary wiring, in accordance with local codes, throughout the building. 3. Installation: 2-3 technicians to install all of the equipment. 4. Programming & Testing: 1-2 technicians to program each system, integrate specific capabilities of each system together and test all operational functions of the system for integrity. 5. Training: 1 technician to educate chosen personnel on the operation of each system. We will also provide “cheat sheets” for each system outlining basic operation of each system along with upload functions for the Access Control system. This project will be managed by our general manager, Chris Bishop, from start to finish. Total Installation Time: 5 weeks Maintenance Schedule: Proguard recommends that an annual test and inspection of each system be performed. Proguard is a stocking dealer for each of the equipment lines we have specified for this proposal, therefore we will have additional equipment in stock to replace any item on the system that may have mechanical failure anytime during the installation or future maintenance. Page 16 of 26 P16 I. SALES AND GUARD OFFICE 400 West Main St #14  PO Box 1793  Aspen, CO 81611 CORPORATE OFFICE  0076 Sunset Drive  PO Box 3409  Basalt, CO 81621 (970) 927-2026  Fax: (970) 927-2032  Toll Free: 1-866 – 42GUARD Commercial and Residential Fire and Security Systems  Design  Installation  Monitoring Secured Access  CCTV Design and Installation www.proguardprotection.com Section 4 - References & Testimonials: “We are the fire department! When the alarm sounds, our citizens depend upon us to be there. Our equipment and apparatus must be ready to go as well. We depend upon Proguard Protective Services to monitor our stations security and maintenance systems so that we are ready when you need us most. Proguard is the choice of the fire department so that we are ready when you need us to be there.” - Willard Clapper, Chief, Aspen Volunteer Fire Department “Over the past several years, Proguard Protection Services has become our security provider of choice. They are professional, personal and responsive in their approach to our client’s security needs. We consider them a vital partner in our service of second home owners in the Aspen area.” - Blake Appleby, President, Cornerstone Property Management “Proguard Protection has been protecting my family for over 10 years. Their attention to detail and amazing customer support allows me to feel safe both when I am in Aspen and when I am away. As someone who has homes in different areas, I wish my other alarm companies offered the level of personal attention that Proguard does.” - Steven Esrick “ Proguard Protection Services have been monitoring my home for many years. Their professional team makes every interaction easy. I believe that great customer support and fast response time is crucial, and Proguard Protection Services delivers both. I feel safer knowing they are protecting my home and family.” - Craig Morris, Partner, Aspen Snowmass Sotheby’s International Realty Page 17 of 26 P17 I. SALES AND GUARD OFFICE 400 West Main St #14  PO Box 1793  Aspen, CO 81611 CORPORATE OFFICE  0076 Sunset Drive  PO Box 3409  Basalt, CO 81621 (970) 927-2026  Fax: (970) 927-2032  Toll Free: 1-866 – 42GUARD Commercial and Residential Fire and Security Systems  Design  Installation  Monitoring Secured Access  CCTV Design and Installation www.proguardprotection.com References & Testimonials (Cont.): “As a property manager, I deal with all of Aspen’s alarm companies on a regular basis. Progaurd is my favorite by far because they make my job easier. From Vicki, Bonnie, and the ladies in the office to all of the field techs, Progaurd’s employees are knowledgeable, friendly and helpful. In fact, I generally encourage my clients to switch to Progaurd if they are not already using them because the service is so much better.” - Josh Burnaman, Alpine Property Management “I used Proguard for both installation and have continued using their services since inception of our pub and restaurant. The knowledgeable staff and exemplary customer service are fantastic. I am glad to have a local business serving our security needs.” - Denis Finbarr O’Donovan, Finbarr’s Irish Pub & Kitchen “I have worked with Proguard for a number of years and wouldn’t think of using anyone else. They are prompt, professional and easy to work with. I would highly recommend Proguard for all your security needs.” - Michael Haisfield, The Aspen Store “The reason that 10th Mountain prefers using Proguard Protection Services is their organization and professionalism. The sales team, office staff, and service department are very responsive and pricing is competitive. Their technicians are proficient in the systems that they service and the monitoring services have been invaluable in protecting our customers’ properties.” - Jay Sills, 10th Mountain Home Services, Inc. Page 18 of 26 P18 I. SALES AND GUARD OFFICE 400 West Main St #14  PO Box 1793  Aspen, CO 81611 CORPORATE OFFICE  0076 Sunset Drive  PO Box 3409  Basalt, CO 81621 (970) 927-2026  Fax: (970) 927-2032  Toll Free: 1-866 – 42GUARD Commercial and Residential Fire and Security Systems  Design  Installation  Monitoring Secured Access  CCTV Design and Installation www.proguardprotection.com References & Testimonials (Cont.): “Love the quick response time, personal service and great team that Proguard offers. I've been a satisfied customer for 3 years.” - Katherine Penn, Katherine Penn Fine Jewelery “Over the past several years, Proguard Protection Services has become our security provider of choice. They are professional, personal and responsive in their approach to our client’s security needs. We consider them a vital partner in our service of second home owners in the Aspen area.” - Blake Appleby, President, Cornerstone Property Management “Proguard has been my security company for over 10 years. Their staff is always friendly, professional, and prompt. All of our needs have been met with a hands-on personal touch of a company that cares about their customer. I use them for both my art gallery and my home and I would highly recommend them.” - Mia Valley, Owner, Valley Fine Art “Proguard is the preferred security contractor for our company. They have provided security, fore and camera systems for many of our clients. With their high level of personal customer service, friendly office staff and competent technical team, I would highly recommend them.” - Matt Haag, Owner, Aspen Property Management Page 19 of 26 P19 I. Yellow Brick Building 219 North Garmisch Aspen, CO 81611 Access Control, CCTV, Security Intercom Section-3: 1of 2 DESCRIPTION / LOCATION MANUFACTURER/QUANTITY COST TOTAL Maglocks 16 $422.76 $6,764.16 Software and Control Panels 2 $8,000.00 $16,000.00 Keypads 13 $659.00 $8,567.00 Exit Buttons 16 $155.00 $2,480.00 Biometric Readers 3 $1,990.00 $5,970.00 Power Relay Modules 8 $45.00 $360.00 Power Supplies & Backup Batteries 6 $345.00 $2,070.00 Network Connection Card 1 $495.00 $495.00 Conduit/Raceway 1 $1,200.00 $1,200.00 Wiring Labor 40 $66.00 $2,640.00 Installation Labor 48 $86.00 $4,128.00 Total $50,674.16 IP Cameras 7 Exterior & 2 Interior Exterior Camera & Mount 7 $1,108.00 $7,756.00 Interior Dome Cameras 4 $890.00 $3,560.00 Camera Licensing 11 $135.00 $1,485.00 PC with Monitor 1 $2,200.00 $2,200.00 Network Video Recorder- 6 Terabyte 1 $6,950.00 $6,950.00 Software 1 $310.00 $310.00 System Rack with UPS and Ventilation 1 $7,494.85 $7,494.85 Conduit/Raceway 1 $750.00 $750.00 Wiring Labor 20 $66.00 $1,320.00 Installation Labor 30 $86.00 $2,580.00 Total $34,405.85 Security System Wireless Door Contacts 30 $63.80 $1,914.00 Panic Buttons 16 $84.20 $1,347.20 Keypads 3 $159.60 $478.80 Network Alarm Panel 1 $547.60 $547.60 Wireless Receivers 2 $180.00 $360.00 Wiring Labor 4 $60.00 $240.00 Installation Labor 42 $86.00 $3,612.00 Total $8,499.60 Intercom System Base Stations 1 $824.76 $824.76 Room Phone/Intercom 16 $258.86 $4,141.76 Exterior Intercom 2 $345.22 $690.44 Central Control Unit 1 $4,931.94 $4,931.94 Power Supplies & Relays 2 $925.34 $1,850.68 Conduit/Raceway 1 $1,200.00 $1,200.00 Wiring Labor 19 $60.00 $1,140.00 Installation Labor 18 $86.00 $1,548.00 Total $16,327.58 Access Control for 9 Doors Page 20 of 26 P20 I. Yellow Brick Building 219 North Garmisch Aspen, CO 81611 Access Control, CCTV, Security Intercom Section-3: 2of 2 SYSTEM INSTALLATION TOTALS $92,699.19 -$18,932.47 $73,766.72 $0.00 $17,208.00 $2,647.50 $93,622.22 Payment Schedule: 1. 50 percent due at signing $46,811.11 2. 25 percent due at completion of pre-wire $23,405.56 3. 25 percent due upon completion $23,405.56 Date:3/1/2013 NOTE: Prices valid for 30 days from proposal date. NOTE: This proposal is based upon utilizing exisitng network and assumes that adequate bandwidth and ports are availible. Assistance from the City of Aspen IT Department may be necessary for network setup. NOTE: Some wire runs may require raceway or conduit that will be exposed, and not painted. NOTE: Drawings are for representation purposes only and do not depict exact locations. Exact locations to be decided upon acceptance and design walk through. NOTE: Any pre-wire drops that are not "trimmed out" will be left outside the wall or curled up as deemed appropriate. If client wishes us to bury the wires or cap the wires it will be a time and material adjustment at current labor fees. Please advise at time of pre-wire. Equipment Cost: Tax Exempt Labor: Prewire: Total System Pre-wire and Trimout Discount on Equipment: Discounted Equipment Cost: Page 21 of 26 P21 I. SALES AND GUARD OFFICE 400 West Main St #14 PO Box 1793 Aspen, CO 81611 CORPORATE OFFICE 0074 Sunset Drive #A PO Box 3409 Basalt, CO 81621 (970) 927-2026 Fax: (970) 927-2032 Toll Free: 1-866 – 42GUARD Commercial and Residential Fire and Security Systems Design Installation Monitoring Secured Access CCTV Design and Installation www.proguardprotection.com 2013-016 Yellow Brick Building Security System Optional Change of NVR to City Building: You have the option of moving the NVR out of the Yellow Brick building and into the City of Aspen IT Department building. Exercising this option would have the following benefits: 1. It would allow the city to utilize one NVR for the recording of multiple locations versus having one NVR for each location. This would significantly cut down on the amount of NVR’s that would be added as more cameras are installed in the future. Each NVR will allow recording of up to 64 cameras so a single NVR could be utilized for several buildings. 2. This would also be a major savings in energy and energy costs as the city migrates to more and more IP based cameras. Since the city has a V-LAN infrastructure, we can add cameras in any location under this network. 3. The financial benefits would be great as well since we would need less NVR’s. We will need more storage space but the cost would still be pretty significant. Here is a breakdown of making this change in the design we have submitted: - Yellow Brick current proposal price (CCTV camera system): $34,405.85 - Deduct equipment and labor: $7,294.00 - Yellow Brick updated proposal price: $27,111.85 - City of Aspen proposal to put the NVR into the new Data Center: $9,634.26 Keep in mind that they will be able to add the cameras from Truscott, Marolt, etc. to this NVR without having to add new NVR’s to those locations. Please let us know if this satisfies your questions adequately. We are available should you have any other questions or concerns. Sincerely, Frank R. Bauer II President Proguard Protection Services, Inc. (970) 379-9811-Cell frankb@proguardprotection.com www.proguardprotection.com Page 22 of 26 P22 I. SALES AND GUARD OFFICE 400 West Main St #14 PO Box 1793 Aspen, CO 81611 CORPORATE OFFICE 0074 Sunset Drive #A PO Box 3409 Basalt, CO 81621 (970) 927-2026 Fax: (970) 927-2032 Toll Free: 1-866 – 42GUARD Page 23 of 26 P23 I. Confidential and Proprietary - Property of ISC, Inc. Q-00003451 Page 1 Quantity Item #Description Unit Price Line Total 1 WS-C3560X-24P-S Catalyst 3560X 24 Port PoE IP Base $3,085.50 $3,085.50 1 CON-SNTP-3560X2PS SMARTNET 24X7X4 Catalyst 3560X 24 Port PoE IP Base $396.90 $396.90 2 CAB-3KX-AC AC Power Cord for Catalyst 3K-X (North America) $0.00 1 C3KX-PWR-715WAC/2 Catalyst 3K-X 715W AC Secondary Power Supply $605.00 $605.00 1 C3KX-NM-1G Catalyst 3K-X 1G Network Module option PID $302.50 $302.50 1 S356XVK9T-12255SE CAT 3560X IOS UNIVERSAL WITH WEB BASED DEV MGR $0.00 1 C3KX-PWR-715WAC Catalyst 3K-X 715W AC Power Supply $0.00 2 GLC-SX-MMD=1000BASE-SX SFP transceiver module MMF 850nm DOM $302.50 $605.00 1 33029 3M FIBER OPTIC PATCH CABLE LC/LC 50/125 MMF DUPLEX PVC $34.19 $34.19 ISC Wyoming 401 E E St Casper, WY 82601 ISC Colorado 8680 Concord Center Dr Englewood, CO 80112 Quote #Q-00003451 Date:05/09/2013 Expires:06/08/2013 Sales Rep:Jeff Horning jhorning@isccorp.net (970) 945-5990 Customer Contact: (970) 429-1752 Description:3560 Yellow Brick Bill To: City of Aspen 130 S Galena St Aspen 81611-1902 US Ship To: City of Aspen 130 S Galena St Aspen, CO 81611-1902 SubTotal $5,029.09 Discount $0.00 Estimated Tax $0.00 Page 24 of 26 P24 I. Confidential and Proprietary - Property of ISC, Inc. Q-00003451 Page 2 Total $5,029.09 Page 25 of 26 P25 I. GENERAL SALES TERMS & CONDITIONS – ISC, INC. 1.General - These general sales terms and conditions apply to the contractual relationship of ISC, Inc. (“ISC”) with the party purchasing product from ISC (the “Buyer”). ISC reserves the right to contract out all or part of the work, goods or services to be delivered to Buyer hereunder. All sales are final. Shipments are C.O.D. unless an open account has been approved and terms established on cash prices. ISC accepts Master Card, Visa, American Express and Discover for amounts less than $5,000. All pricing is subject to change without notice. 2.Deliveries – ISC understands the importance of quick delivery for today's IT landscape and provides maximum delivery flexibility. ISC utilizes very large inventories from several vendor-partners, ensuring customers' uninterrupted supply and quick reaction to unanticipated requirements. ISC charges competitive shipping rates and uses Federal Express, Airborne Express and UPS as its primary shipping partners. Freight charges are prepaid and added to invoice, at Buyer’s expense, unless different terms are agreed upon prior to receipt and acceptance of purchase orders. Quoted delivery dates are approximate and subject to product availability at time of receipt of order. ISC will make all reasonable efforts to meet quoted delivery dates, but will not be liable for its failure to do so because of circumstances beyond its control. Packaging is at the discretion of ISC, at the cost of Buyer. Purchase of goods is deemed to occur as of the time the goods are placed in transit to Buyer, and Buyer shall assume all risk of loss and risk of damage to the goods once placed in transit. ISC reserves the right to replace the goods that are the object of this agreement with goods of equivalent specification on condition that this does not result in either an increase in the price or a change in quality for the Buyer. 3.Taxes – All prices hereunder are listed exclusive of tax, and any tax imposed by reason of this sale are the responsibility of the Buyer. Buyer agrees to furnish any written documentation necessary to support a claim of non-taxability, including but not limited to a wholesaler’s license or tax exemption certificate. Prices are subject to change to reflect tax changes regarding component costs to ISC or its suppliers. Buyer further agrees to promptly provide ISC written proof that any taxes imposed on the sale have been remitted and paid by Buyer once Buyer has paid same. 4.Warranties – ISC warrants that those products and goods that are manufactured by ISC, if any, will be as specified and will be free of defects in material and workmanship for a period of one year from the date of delivery. ISC does not warrant any products or goods sold hereunder that are not manufactured by ISC; but ISC will transfer to Buyer upon sale any and all manufacturer’s warranties held by ISC that are associated with such products and goods. ISC is available to assist with any warranty issues with specific manufacturers. Manufacturer’s warranties start from the date of distributor or manufacturer invoice to ISC. OTHER THAN THE WARRANTIES SET FORTH ABOVE, ALL PRODUCTS AND GOODS SOLD HEREUNDER ARE SOLD “AS IS” AND WITH NO OTHER WARRANTY WHATSOEVER. ISC HEREBY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER PURPOSE REQUESTED OR INDICATED BY BUYER. 5.Returns - All return requests are contingent upon ISC, and manufacturer/distributor approval. Returns are subject to restock fees based on condition of product, timeframe and reason for return. Return requests must be made within 30 days of ISC invoice date. Products must be unopened and in new condition to expedite return process. Opened and or used products are generally not eligible for return. If a return request involves opened or used product, return authorization is subject to restock fee if approved. All original packaging must be saved, as any returns must be returned packaged as close to new as possible with all original miscellaneous items such as cables, manuals, and padding included. If a return is necessary, please contact your ISC sales representative to initiate approval process for an Return Merchandise Authorization (RMA) Number and shipping instructions. Please do not write on outside of any packaging for returns; this will nullify the return approval. All return information must be placed upon the return-shipping label, including without limitation return address and RMA Number. All return shipments shall be paid for by Buyer, and made within 20 days of the issuance of an RMA Number. Claims for shortages or incorrect merchandise shipped must be made within 15 days of shipment. FOR MORE DETAILED INFORMATION REGARDING RETURNS, PLEASE CONSULT ISC’S WEBSITE, THE TERMS OF WHICH APPLY TO THIS ORDER AND AGREEMENT BETWEEN ISC AND BUYER, OR CALL ISC CUSTOMER ASSISTANCE AT 888-525-8933. 6.Damages and Limits Of Liability – ISC shall not be liable for any direct or indirect, special, incidental, consequential or punitive damages of any kind, whether based on contract, tort, or other legal theory or for any loss of revenue or profits, loss of data or loss of business, or other financial losses arising out of the sale, installation, service or use of products or provision of services, even if it has been advised of the possibility thereof. ISC does not authorize any other person to assume such liability on its behalf. Under no circumstances may ISC’s liability exceed, and in all cases ISC’s liability hereunder shall be limited to, the amount ISC has actually been paid by Buyer. 7.Confidentiality – ISC is the sole owner of the information collected through ISC or via www.isccorp.net, ISC only has access to/collects information that Buyer voluntarily gives ISC. ISC will not sell or rent this information to anyone. ISC will use your information to respond to you, regarding the reason you contacted us. ISC will not share your information with any third party outside of our organization, other than as necessary to fulfill your requestor process an order. Unless you ask us not to, ISC may contact you via email in the future to tell you about specials, new products, marketing events or services, or changes to this privacy policy.
You may opt out of any future contacts from us at any time, by contacting us via the email address or phone number provided on ISC’s website. ISC’s website contains links to other sites, and ISC is not responsible for the content or privacy practices of such other sites. ISC encourages users to be aware when they leave ISC’s website and to read privacy statements of any other sites prior to providing Buyers’ information to same. 8.Offsets – Buyer is not entitled to make any offset or retention hereunder, or withhold payments hereunder, and Buyer is prohibited to invoice or back- charge ISC for any amount not agreed to by ISC in writing. 9.Miscellaneous – This agreement is the exclusive statement of the parties with respect to the subject matter hereof, supersedes any prior or contemporaneous communications, shall be interpreted and enforced in accordance with laws of the State of Wyoming, and shall not be amended except in writing executed by Buyer and ISC. To the extent that any provision hereof is held illegal, invalid, or unenforceable in whole or in part, such provision or portion hereof will become ineffective, and will be deemed modified to the extent necessary to conform to applicable law so as to give maximum effect to such provision or portion hereof, and the balance hereof shall remain enforceable and binding between the parties. No waiver of the terms hereof (whether by course of dealing or otherwise) shall be effective unless in writing signed by the party to be charged with such waiver. Page 26 of 26 P26 I. Page 1 of 2 MEMORANDUM TO: Mayor and City Council FROM: Phil Overeynder, Utilities Engineer Special Projects THRU: Dave Hornbacher, Director Utilities and Environmental Initiatives DATE OF MEMO: May 16, 2013 MEETING DATE: May 20, 2013 RE: 2013 Streamflow Mitigation Program and Proposed Colorado Water Trust Agreement REQUEST OF COUNCIL: Council is asked to review the means by which it could manage its existing water rights during a program intended to increase streamflow levels in the Roaring Fork River as it flows through Aspen. This would be a single-year program designed to address low flow conditions which persist in the Aspen reach of the river where stream habitat degradation has been documented. The one-year pilot program would be implemented through a proposed agreement with the Colorado Water Trust. PREVIOUS COUNCIL ACTION: Council adopted Resolution 93-5. This resolution sets the City’s water policies and specifically directs staff to utilize the city’s water rights in a manner which seeks to improve instream flow conditions and support the Colorado Water Conservation Board’s program in this regard. BACKGROUND: Council has taken a number of major steps towards improving the habitat of the Roaring Fork River in this reach. This includes financial participation in regional studies to characterize stream health and habitat. The City has also established a Stormwater program which has resulted in a number of facilities to clean up pollution which degrades stream health. Finally the City participates in the Hunter Creek/Twin Lakes water exchange program designed to increase flows in this reach. DISCUSSION: This spring the Colorado Water Trust (CWT) approached the City of Aspen with a request to analyze which of its water rights could be used to improve instream flow values in the Roaring Fork River. It has also contacted other water rights holders which may participate in a similar exercise of their water rights for the same purpose. Staff identified a number of water rights, (see Exhibit C), which could be used for this purpose and has worked with CWT’s consultant team to identify means that river conditions could be improved through a pilot program. A draft contract with CWT as part o f this 2013 pilot program, (see Exhibit B), is available for review. If Council elects to proceed with such an agreement, time is limited. The P27 II. Page 2 of 2 agreement would be placed on the May 28th Council Agenda if Council elects to proceed and during the next month public input would be solicited on the program. FINANCIAL/BUDGET IMPACTS: Modifying the way that the City exercises its water right will entail nominal added costs. These could include overtime for staff to make necess ary adjustments in diversion rates, as well as additional power to run pumps for supplemental supplies. City Council has adopted a drought surcharge on its water rates. Funds generated from this surcharge are anticipated to cover these increased costs. ENVIRONMENTAL IMPACTS: The program is designed to improve the environment. However, the program may have some unintended consequences. One of the purposes of the public involvement anticipated in the draft agreement is to identify means to minimize impact s of these changes on other water users. RECOMMENDED ACTION: Staff recommends that Council proceed to consideration of entering into a contract with CWT as a one-year pilot program. CITY MANAGER COMMENTS: ATTACHMENTS: Exhibit A – CWT Augmentation Pilot – Council Presentation Exhibit B -- 2013 Wheeler Ditch Water Right Forbearance Agreement Exhibit C – Selected Aspen Roaring Fork Water Rights P28 II. GOAL: TO USE OUR WATER RIGHTS TO INCREASE FLOWS IN THE ASPEN REACH OF THE WHEELER DITCH STREAM AUGMENTATION PILOT PROGRAM OF THE ROARING FORK RIVERPILOT PROGRAM P2 9 II . A DEGRADED STREAM REACH P3 0 II . 1.Reduced Water Quality Action: StormwaterTreatment Program 2.Reduced Peak Flows THREE PRIMARY STRESSORS Action: Twin Lakes Exchange Administration 3.Reduced Low Flows Action: Colorado Water Trust (CWT) Agreement P3 1 II . Durant Mine P3 2 II . HYDROGRAPH –“NORMAL” YEAR P3 3 II . HYDROGRAPH –DRY YEAR P3 4 II . Reduce Wheeler Ditch diversions by 6-8 cfs Enter forbearance agreement with CWT Curtail interruptible contracts, lower STREAM AUGMENTATION PILOT PROGRAM priority rights, and unauthorized diversions Use Wells for supplemental supply Maintain key water features A Pilot program –Summer 2013 only P3 5 II . Durant Mine P3 6 II . Cindy Covell Water Rights Attorney at Alperstein and Covell, P.C. INTRODUCTIONS Amy Beatie Executive Director of the Colorado Water Trust (CWT) P3 7 II . Page 1 of 7 - 2013 WHEELER DITCH WATER RIGHT FORBEARANCE AGREEMENT 2013 WHEELER DITCH WATER RIGHT FORBEARANCE AGREEMENT This 2013 WHEELER DITCH WATER RIGHT FORBEARANCE AGREEMENT (the “Agreement”) is entered into this ____ day of ________________, 2013 by and between the CITY OF ASPEN, a Colorado home rule city (“Aspen”), and the COLORADO WATER TRUST (the “Trust”), a Colorado non-profit corporation (collectively, the “Parties”). R E C I T A L S A. Aspen owns the Wheeler Ditch, a water right more particularly described as follows (the “Water Right”): The Wheeler Ditch, decreed in Case No. 132, Garfield County District Court, on May 11, 1889, with Priority No. 44 for 10 cfs for irrigation of land and also for stock, street, and domestic purposes in the city of Aspen, with an appropriation date of September 1, 1882. The original appropriator was the Aspen Ice and Water Company. The Water Right diverts from the Roaring Fork River in the heart of Aspen and is customarily used for irrigation and municipal purposes. B. The Trust is a Colorado nonprofit dedicated to protecting and restoring streamflows in Colorado through voluntary, market-based efforts. The Trust uses all lawful tools to accomplish its mission, both in partnership with Colorado’s Instream Flow Program and, where appropriate, separate from that program. The Trust has over a decade of experience in managing streamflow restoration projects. It has been in discussions with Aspen to discuss possible measures for local streamflow restoration. This Agreement is the natural first step in implementation of the ideas generated in those discussions. C. The Parties recognize that aquatic habitat in the Aspen reach of the Roaring Fork River, both upstream and downstream of the Water Right’s point of diversion, is affected at certain times in average and dry years by streamflows that fall below the decreed instream flow of 32 cfs in that reach. Such streamflow shortages are the most significant during drought periods. The portion of the Roaring Fork River in the Aspen reach that is most significantly affected by such shortages is shown on Exhibit A, attached hereto and incorporated herein by this reference (the “Critical Reach”). The Critical Reach is defined as the section of the Roaring Fork River from downstream of the Salvation Ditch headgate to the confluence of the Roaring Fork River and Castle Creek. D. Both technical and biological analyses have determined that the Critical Reach can benefit from improved mid- to late-summer flows, and the Water Right is well-situated to provide most of the Critical Reach with a limited amount of water. Given that, Aspen desires to help restore flows to the Critical Reach this summer by entering into this Agreement. In the absence of this Agreement, the Water Right would be used by Aspen for its customary municipal purposes. E. Aspen desires to enter into this Agreement to set forth the terms and conditions of the Resolution adopted on May __, 2013 that provides that, subject to the terms and conditions set forth in P38 II. Page 2 of 7 - 2013 WHEELER DITCH WATER RIGHT FORBEARANCE AGREEMENT this Agreement, Aspen will forego diverting and/or using the Water Right in the amounts and under the conditions specified herein during the 2013 irrigation season. The Trust desires to enter into this Agreement, which supports the Trust’s mission to restore and protect streamflows using market-based and voluntary arrangements. A G R E E M E N T Now therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Term. This Agreement is effective when signed and will be in effect during the 2013 irrigation season. The Agreement terminates on October 31, 2013. 2. Trigger. Aspen will use the Water Right for its customary municipal purposes until the flow in the Roaring Fork River recorded at the USGS stream gage Roaring Fork Near Aspen, after subtracting the amount diverted by the Salvation Ditch, drops below 32 c.f.s. (“Trigger”). Beginning the day that streamflows, as measured by the Trust, their agents, or partners, fall below the Trigger, Aspen agrees to forego diversion of the Water Right in an amount commensurate to the shortage (the “Feathering Back”). For example, when the flow drops to 31 c.f.s., Aspen will cease to divert 1 c.f.s. of the Water Right. When it drops to 30 c.f.s., Aspen will cease to divert 2 c.f.s. of the Water Right. Thus, for each 1.0 c.f.s. the Trigger flow drops below 32 c.f.s, Aspen agrees to forego diverting and using a commensurate 1.0 c.f.s. of the Water Right for the remainder of the irrigation season (“Forbearance Period”). Aspen will continue the Feathering Back as needed to maintain the Trigger flow, until Aspen is diverting only 1.0 c.f.s. at the headgate for delivery down ditch. This amount will continue to be used by Aspen for its customary municipal purposes. The Parties recognize that once the Feathering Back has reached a point at which only 1.0 cfs is diverted into the Wheeler Ditch headgate, Aspen will make no further forbearance of diversions, although the streamflow may be less than the decreed instream flow of 32 cfs in the Critical Reach. 3. Payment. Aspen does not seek payment from the Trust for its forbearance pursuant to this Agreement. 4. Costs. The Trust shall pay all its own costs related to the implementation of the Agreement, including but not limited to attorney fees, engineering, and flow monitoring. Aspen shall pay its own costs related to implementation of the Agreement. 5. Public Meeting; Outreach. The Parties agree that prior to implementation of this Agreement, they will jointly hold at least one public meeting to provide information about this Agreement to the public, including how the Agreement will be operated, how it will be enforced, how it will benefit the Critical Reach, and other relevant matters pertaining to this Agreement. The Parties also agree that they will conduct outreach to other water users that maybe be interested in this Agreement. Because the operation of this Agreement will leave water in the river, the Parties do not anticipate any injury to other water users from its operation. 6. Aspen’s Representations and Warranties. Aspen represents and warrants that: P39 II. Page 3 of 7 - 2013 WHEELER DITCH WATER RIGHT FORBEARANCE AGREEMENT (a) The Water Right has been put to beneficial use during at least one of the last ten irrigation seasons immediately preceding the 2013 irrigation year and to the best of Aspen’s knowledge has not had any significant period of nonuse; (b) Aspen is lawfully seized and possessed of the Water Right; (c) There are no lien holders or other parties with an interest in the Water Right who are required to consent to use of the Water Right under the terms of this Agreement and no parties who may place any claim to use any portion of the Water Right this irrigation season; and (d) Aspen has the legal authority and City Council authorization to enter into this Agreement. 7. Grant of Irrevocable Limited License. Aspen hereby agrees to grant the Trust, its agents, and partners an irrevocable limited license to inspect the Water Right and associated infrastructure at reasonable times and with adequate prior notice in order to verify that that Aspen is in compliance with the terms of this Agreement. The Trust shall provide Aspen with at least twenty-four (24) hours’ notice before exercising the license rights granted under this section. During the term of this Agreement, the limited license for the Trust to access the property shall be irrevocable but upon termination of the Agreement, shall terminate completely. The purpose of the Trust’s access to the Property is for streamflow monitoring. This Agreement does not create any rights in the general public. 8. No Creation of a Formal Instream Flow Water Right; Trust to Enforce Terms of Agreement. This Agreement will not create an instream water right through the conversion of an existing water right. Thus, the requirements and limitations of Colorado’s instream flow laws do not apply. The Trust, however, will monitor and enforce this Agreement to ensure that when the Trigger flow is reached, Aspen begins the Feathering Back and continues to comply with this Agreement throughout the Forbearance Period. 9. Aspen’s Reservation of Use Rights. Aspen reserves the right to divert the Water Right during the term of this Agreement due to critical need, such need to be defined by Aspen in good faith and at Aspen’s sole discretion. To invoke this provision, Aspen shall provide the Trust with twenty-four hours’ notice. As soon as the critical need has passed, Aspen agrees to return the Water Right to the river at an amount to be determined by the Parties, such amount to be informed by the Feathering Back methodology specified in Paragraph 2, above. 10. No abandonment. This Agreement does not indicate any abandonment or intention to abandon any portion of the Water Right whatsoever. 11. Good Faith Discussions for Future Implementation. This Agreement, which will work outside of Colorado’s Instream Flow Program as a private agreement between Aspen and the Trust, is an initial experiment to help address instream flow shortages in the Critical Reach. If the 2013 implementation of the Agreement is successful, the Parties agree in good faith to continue to research, engineer, and conduct the technical analyses that will help them to assess the feasibility of more formal implementation of this Agreement, or another mechanism to help protect streamflows in the Critical Reach. P40 II. Page 4 of 7 - 2013 WHEELER DITCH WATER RIGHT FORBEARANCE AGREEMENT 12. Default. Aspen shall be in immediate default should it and/or its successors and assigns divert or use the Water Right in violation of this Agreement during the Forbearance Period. The failure of either party to comply with or fulfill any obligation under this Agreement within five (5) days after written notice by the other party specifying the nature of the failure to comply shall constitute a default. 13. Remedies. Specific performance shall be the sole remedy of this Agreement. 14. Attorney's Fees. If a suit, action, or alternative dispute resolution is instituted in connection with any controversy arising out of this Agreement or to enforce any rights hereunder, the Parties shall bear their own costs and fees associated with such proceeding. 15. Notices. Notices sent under this Agreement shall be in writing and sent by certified or registered mail, return receipt requested, postage prepaid to each party at: To the Trust: Amy Beatie, Executive Director Colorado Water Trust 1420 Ogden Street, Suite A2 Denver, Colorado 80218 To Aspen: David Hornbacher, Director of Utilities and Environmental Initiatives City of Aspen 130 S. Galena Street Aspen, CO 81611 Notices are deemed effective three (3) days after placement in the U.S. Mail. 16. Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. 17. Assignment. Neither party shall assign its rights and obligations under this Agreement without the other party's prior written consent. 18. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 19. Waiver. Failure of either party at any time to require performance of any provision of this Agreement shall not limit such party's right to enforce such provision, nor shall any waiver of any breach of any provision of this Agreement constitute a waiver of any succeeding breach of such provision or a waiver of such provision itself. 20. Amendment. This Agreement may not be modified or amended except by the written agreement of the Parties. This Agreement may not be modified or amended orally. P41 II. Page 5 of 7 - 2013 WHEELER DITCH WATER RIGHT FORBEARANCE AGREEMENT 21. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 22. Integration. This Agreement contains the entire agreement and understanding of the Parties and supersedes all prior and contemporaneous agreements between them. Executed as of the date first set forth above. City of Aspen A Colorado homerule city Date: __________________________________________ Name: Title: The Colorado Water Trust A Colorado non-profit corporation Date:______________________ __________________________________________ Amy W. Beatie Executive Director P42 II. Page 6 of 7 - 2013 WHEELER DITCH WATER RIGHT FORBEARANCE AGREEMENT NOTARIZATION STATE OF COLORADO ) ) ss. COUNTY OF ___________ ) The foregoing instrument was acknowledged before me on this ___ day of ________________ 2013, by [name] as [title] of the City of Aspen. Witness my hand and official seal. _________________________________________ Notary Public My commission expires: STATE OF COLORADO ) ) ss. COUNTY OF ___________ ) The foregoing instrument was acknowledged before me on this ___ day of ________________ 2013, by Amy W. Beatie as Executive Director of the Colorado Water Trust. Witness my hand and official seal. _________________________________________ Notary Public My commission expires: P43 II. Page 7 of 7 - 2013 WHEELER DITCH WATER RIGHT FORBEARANCE AGREEMENT EXHIBIT A (INSERT MAP FROM GRC MEMO) P44 II. SELECTED ASPEN WATER RIGHTS DIVERTING FROM THE ROARING FORK RIVER AND WELLS Name Appropriation date Adjudication date Case Number Amount and priority Decreed Use Wheeler Ditch September 1, 1882 May 11, 1889 Case No. 132 10 cfs, Priority #40 Irrigation of land and stock, street and domestic purposes in the city of Aspen Durant Mine August 18, 1965 November 5, 1971 CA 5884 2.0 cfs Priority 809 Irrigation, drainage, and storm sewer flushing Riverside Ditch* June 1, 1888 August 25, 1936 CA 3082 3.0 cfs Priority 287 Irrigation (and domestic per ditch claim statement Nellie Bird Ditch* June 9, 1885 August 25, 1936 CA 3082 3.94 cfs Priority 281 Irrigation Aspen Ditch and Water Right** January 2, 1886 June 28, 1958 CA 4613 3.0 cfs Priority 640 Domestic, piscatorial, irrigation Aspen Well No. 2 (Spring Street) August 18, 1960 January 3, 1975 W-2608 2.23 cfs Irrigation, domestic, municipal Aspen Well No. 3 (Mill Street) October 1, 1960 January 3, 1975 W-2607 2.23 cfs Irrigation, domestic, municipal and manufacturing Aspen Well No. 4 (Little Nell) February 8, 1961 July 12, 1972 W-1156 2.25 cfs abs. 1.06 cfs cond. Domestic and municipal * Aspen is only one of several owners of water rights decreed to the Riverside and Nellie Bird ditches. ** This water right is leased to Aspen by Ernst Kappeli pursuant to Water Lease dated April 25, 1994. P45 II. AREI, Inc., Po Box 7784, Aspen, Colorado, 81612, 970-948-9929 www.areday.net May 14, 2013 City of Aspen 130 S. Galena St Aspen, CO 81611 RE: 10th anniversary AREDAY Summit Dear City of Aspen, We would be honored to have your support for the 10th anniversary of the American Renewable Energy Day Summit (AREDAY) held in Aspen, Colorado, August 15-18, 2013. This year the AREDAY Summit will be held at the Aspen Meadows, Doer-Hosier Center and our free community music concert scheduled for Sunday, August 18, 2013 in partnership with the US Pro Tour. AREDAY Summit: The purpose of the AREDAY Summit is to create vibrant and powerful cross-sector dialogues, commitments, collaborations and investments that foster climate change solutions at the speed and scale necessary to usher in a rapid transition to a new, clean energy economy. The Summit attracts CEO’s and business leaders, elected officials, entrepreneurs and innovators, scientists, academics, and NGO representatives. Confirmed Speakers: We are pleased to announce that we have confirmed speakers Ted Turner, T. Boone Pickens, Edgar Bronfman, Tom Steyer, Dr. Sylvia Earle, Lester Brown, Larry Schweiger, Jigar Shah, and Amory Lovins. Please see our roster of speakers from the past year’s Summit’s at www.areday.net. Community Music Concert: Scheduled for Sunday August 18th, 2013 at Paepcke Park. An afternoon and evening of FREE music for the community of Aspen. The Band: Taj Mahal and the Phantom Blues Band & Rolling Stones piano player Chuck Leavell. • Rationale: The City of Aspen, ACRA, The US Pro Tour and AREDAY have the unprecedented opportunity to join together in supporting a ‘green’ agenda, sustainability, and renewable energy by joining together for a community concert in Aspen. NBC Sports will be covering the US Pro Tour. We are in process of securing MSNBC and other national media for the AREDAY Summit. P47 III. AREI, Inc., Po Box 7784, Aspen, Colorado, 81612, 970-948-9929 www.areday.net • Chuck Leavell: http://en.wikipedia.org/wiki/Chuck_Leavell • Taj Mahal: http://en.wikipedia.org/wiki/Taj_Mahal_(musician) This August 2013 represents a unique time in the history of our Aspen community. We not only have the official start of the 4th Annual US PRO Tour Bicycle Race but also the 10th Annual AREDAY Summit. Thank you for your thoughtful consideration to support the 10th anniversary AREDAY Summit. Sincerely, Chip Comins Sally Ranney Chairman and CEO President P48 III. 2013 AREDay Expo & Free Concert August 18, 2013 EVENT COMPONENTS/PROGRAM BUDGET**: •AREDay EXPO - August 18 - DOWNTOWN ASPEN - PEDESTRIAN MALLS (Hyman & Cooper). • FREE MUSIC STAGE - OPPORTUNITY TO PROGRAM PRO CHALLENGE STAGE @ PAEPCKE PARK -TAJ MAHAL & CHUCK LEAVELL SET - 3PM-5:00PM 2013 AREDay PROGRAM BUDGET NOTES Cost of Goods Sold 5000 · A. PRODUCTION/OPERATIONS 5300 · Staging & Location Costs 5303 · Backline 3,000.00 5316 · Sound & Lights 0.00 - covered by Pro Challenge 5318 · Staging 0.00 - covered by Pro Challenge 5319 · Tenting/Rentals- ExpoBooths 2,000.00 Total 5300 · Staging & Location Costs 5,000.00 Total 5000 · A. PRODUCTION/OPERATIONS 5,000.00 5400 · B. PROGRAMMING COSTS 5401 · Artist Fees 40,000.00 5402 · Artist/Misc Travel & Lodging & Stipends 0.00 - included in #5401 - "artist fees" Total 5400 · B. PROGRAMMING COSTS 40,000.00 5600 · D. MARKETING - EXPO Specific 5605 · Marketing & Advertising 5623 · Marketing Design Firm 5624 · PR/Marketing Misc. 5655 · Digital/ Print Advertising 2,500.00 5660 · Print Production 1,000.00 5665 · Radio Advertising 5675 · Video & Photo Production 5685 · Website 500.00 5690 · Soft Goods - Merchandise Total 5605 · Marketing & Advertising Total 5600 · D. MARKETING & ENVIRONMENT 4,000.00 Total COGS 49,000.00 ASK FOR 2013 CITY OF ASPEN UNDERWRITING IS: $15,000 P49 III. 2013 AREDAY Summit Estimated Budget Income Conference Attendance $150,000.00 Expo - booths & participants $6,000.00 AREday Sponsorships / Partners $100,000.00 Total Income $256,000.00 Expense Conference Venue for Summit (room use plus food & drink)$40,000.00 - Volunteer & staff $1,000.00 - Gala event & film festival $4,000.00 Production - Crew, filming & related $15,000.00 - Sound Systems (Summit, Expo, Gala)$22,000.00 - Concert (band, travel etc.)* see budget $49,000.00 Equipment rental (chairs/tables/tents/stage/av) - Summit & Gala $6,000.00 - Expo & Concert $10,000.00 - Film Festival $2,100.00 Marketing Collateral materials - Media consultant / Graphic Design $35,000.00 - Advertising & Promotion / Mailings $30,000.00 - Summit Programs/Gala,Expo,Film Fest Flyers/posters/Bags - Ads & Press packet Total Conference Expense $214,100.00 Office - General supplies & Support - Administrative Fees $20,000.00 - Meals & Entertainment / event promotion $1,200.00 - Website update & maintenance $13,000.00 - Office & storage unit @ AABC $1,000.00 - Telephone, computer & internet providers $1,000.00 - Postage/shipping/Mailings/mail list maintenance $1,000.00 - Office supplies, printing, stationtionary $1,200.00 - Legal & Insurance $1,000.00 - Licenses, fees & permits $2,000.00 - Dues & Subscriptions $1,000.00 - Conference, Seminars & Speaker $2,000.00 - Charitable Contributions $1,800.00 - Salaries, Subcontractors $100,000.00 - Equipment - repairs & maintence (office & auto)$500.00 $126,700.00 General Operating Expense $340,800.00 P50 III. OMB No. 1545-0047 Return of Organization Exempt From Income TaxForm 990 Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation) Department of the Treasury Internal Revenue Service The organization may have to use a copy of this return to satisfy state reporting requirements. Open to Public Inspection A For the 2011 calendar year, or tax year beginning , and ending B Check if applicable:C Name of organization AREI, INC D Employer identification number Address change Doing Business As 27-5216186 Name change Number and street (or P.O. box if mail is not delivered to street address)Room/suite E Telephone number X Initial return PO BOX 7784 (970) 948-9929 Terminated City or town, state or country, and ZIP + 4 Amended return ASPEN CO 81612 G Gross receipts $219,453 Application pending F Name and address of principal officer: H(a) Is this a group return for affiliates?Yes X No WALTER COMINS PO BOX 7784, ASPEN, CO 81612 H(b) Are all affiliates included?Yes No I Tax-exempt status:X 501(c)(3) 501(c)() (insert no.) 4947(a)(1) or 527 If "No," attach a list. (see instructions) J Website:www.areday.net H(c) Group exemption number K Form of organization:X Corporation Trust Association Other L Year of formation: M State of legal domicile:2011 CO Part I Summary 1 Briefly describe the organization's mission or most significant activities:To create vibrant and powerful cross-sector dialogue, commitments, collaborations and investments that foster climate change solutions at the speed and scale necessary to phase out fossil fuels, and usher in a rapid transition to a new, clean energy economy. 2 Check this box if the organization discontinued its operations or disposed of more than 25% of its net assets. 3 Number of voting members of the governing body (Part VI, line 1a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 11 4 Number of independent voting members of the governing body (Part VI, line 1b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 8 5 Total number of individuals employed in calendar year 2011 (Part V, line 2a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 0 6 Total number of volunteers (estimate if necessary) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 30 7a Total unrelated business revenue from Part VIII, column (C), line 12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7a 0 b Net unrelated business taxable income from Form 990-T, line 34 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7b 0 Prior Year Current Year 8 Contributions and grants (Part VIII, line 1h) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,770 9 Program service revenue (Part VIII, line 2g) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170,683 10 Investment income (Part VIII, column (A), lines 3, 4, and 7d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 12 Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 219,453 13 Grants and similar amounts paid (Part IX, column (A), lines 1–3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 641 14 Benefits paid to or for members (Part IX, column (A), line 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 16a Professional fundraising fees (Part IX, column (A), line 11e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 b Total fundraising expenses (Part IX, column (D), line 25)0 17 Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 205,630 18 Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 206,271 19 Revenue less expenses. Subtract line 18 from line 12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 13,182 Beginning of Current Year End of Year 20 Total assets (Part X, line 16) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 13,780 21 Total liabilities (Part X, line 26) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 598 22 Net assets or fund balances. Subtract line 21 from line 20 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 13,182 Part II Signature Block Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge. 5/15/2012 Signature of officer Date Sign Here WALTER COMINS CEO Type or print name and title Print/Type preparer's name Preparer's signature Date Check X if PTIN GARY SMITH 8/14/2012 self-employed P00545444 Firm's name Firm's EIN Paid Preparer Use Only Firm's address 210 VALLEJO ST, STE B, PETALUMA, CA 94952 Phone no.(707) 789-9685 May the IRS discuss this return with the preparer shown above? (see instructions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X Yes No For Paperwork Reduction Act Notice, see the separate instructions.Form 990 (2011) (HTA) Ac t i v i t i e s & G o v e r n a n c e Re v e n u e Ex p e n s e s Ne t A s s e t s o r Fu n d B a l a n c e s P51 III. Form 990 (2011)AREI, INC 27-521618627-5216186 Page 2 Part III Statement of Program Service Accomplishments Check if Schedule O contains a response to any question in this Part III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X 1 Briefly describe the organization's mission: To create vibrant and powerful cross-sector dialogue, commitments, collaborations and investments that foster climate change solutions at the speed and scale necessary to phase out fossil fuels, and usher in a rapid transition to a new, clean energy economy. 2 Did the organization undertake any significant program services during the year which were not listed on the prior Form 990 or 990-EZ? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes X No If "Yes," describe these new services on Schedule O. 3 Did the organization cease conducting, or make significant changes in how it conducts, any program services? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes X No If "Yes," describe these changes on Schedule O. 4 Describe the organization's program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations and section 4947(a)(1) trusts are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported. 4a (Code:) (Expenses $183,385 including grants of $0 ) (Revenue $170,683 ) AREDAY hosted a national four day summit about "Monetizing Carbon in the Global Economy." The key segments of the summit were about: Climate Investments- Energy Solutions- Governance and Policy- Climate Literacy Communication- Food, Water and Human Health on a Changing Planet- Natural Systems in Jeopardy. Several dozen educational workshops and lectures were hosted. These were presented by leading environmentalists, business people, scientists and politicians. The summit was attended by 175 people. Important ideas were not only exchanged at the summit but also through media outlets. 4b (Code:) (Expenses $0 including grants of $0 ) (Revenue $0 ) 4c (Code:) (Expenses $0 including grants of $0 ) (Revenue $0 ) 4d Other program services. (Describe in Schedule O.) (Expenses $0 including grants of $0 ) (Revenue $0 ) 4e Total program service expenses 183,385 Form 990 (2011) P52 III. Form 990 (2011)AREI, INC 27-521618627-5216186 Page 3 Part IV Checklist of Required Schedules Yes No 1 Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If "Yes," complete Schedule A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 X 2 Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 X 3 Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If "Yes," complete Schedule C, Part I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 X 4 Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If "Yes," complete Schedule C, Part II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 X 5 Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If "Yes," complete Schedule C, Part III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 X 6 Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If "Yes," complete Schedule D, Part I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 X 7 Did the organization receive or hold a conservation easement, including easements to preserve open space, the environment, historic land areas, or historic structures? If "Yes," complete Schedule D, Part II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 X 8 Did the organization maintain collections of works of art, historical treasures, or other similar assets? If "Yes," complete Schedule D, Part III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 X 9 Did the organization report an amount in Part X, line 21; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If "Yes," complete Schedule D, Part IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 X 10 Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If "Yes," complete Schedule D, Part V . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 X 11 If the organization's answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable. a Did the organization report an amount for land, buildings, and equipment in Part X, line 10? If "Yes," complete Schedule D, Part VI. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11a X b Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VII. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11b X c Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VIII. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11c X d Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part IX. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11d X e Did the organization report an amount for other liabilities in Part X, line 25? If "Yes," complete Schedule D, Part X. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11e X f Did the organization's separate or consolidated financial statements for the tax year include a footnote that addresses the organization's liability for uncertain tax positions under FIN 48 (ASC 740)? If "Yes," complete Schedule D, Part X . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11f X 12a Did the organization obtain separate, independent audited financial statements for the tax year? If "Yes," complete Schedule D, Parts XI, XII, and XIII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12a X b Was the organization included in consolidated, independent audited financial statements for the tax year? If "Yes," and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI, XII, and XIII is optional . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12b X 13 Is the organization a school described in section 170(b)(1)(A)(ii)? If "Yes," complete Schedule E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 X 14a Did the organization maintain an office, employees, or agents outside of the United States? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14a X b Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If "Yes," complete Schedule F, Parts I and IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14b X 15 Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the United States? If "Yes," complete Schedule F, Parts II and IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 X 16 Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the United States? If "Yes," complete Schedule F, Parts III and IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 X 17 Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If "Yes," complete Schedule G, Part I (see instructions). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 X 18 Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If "Yes," complete Schedule G, Part II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 X 19 Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If "Yes," complete Schedule G, Part III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 X 20a Did the organization operate one or more hospital facilities? If "Yes," complete Schedule H . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20a X b If "Yes" to line 20a, did the organization attach a copy of its audited financial statements to this return? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20b Form 990 (2011) P53 III. Form 990 (2011)AREI, INC 27-521618627-5216186 Page 4 Part IV Checklist of Required Schedules (continued) Yes No 21 Did the organization report more than $5,000 of grants and other assistance to any government or organization in the United States on Part IX, column (A), line 1? If "Yes," complete Schedule I, Parts I and II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 X 22 Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX, column (A), line 2? If "Yes," complete Schedule I, Parts I and III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 X 23 Did the organization answer "Yes" to Part VII, Section A, line 3, 4, or 5 about compensation of the organization's current and former officers, directors, trustees, key employees, and highest compensated employees? If "Yes," complete Schedule J . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 X 24a Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If "Yes," answer lines 24b through 24d and complete Schedule K. If "No," go to line 25 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24a X b Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24b X c Did the organization maintain an escrow account other than a refunding escrow at any time during the year to defease any tax-exempt bonds? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24c X d Did the organization act as an "on behalf of" issuer for bonds outstanding at any time during the year? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24d X 25a Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If "Yes," complete Schedule L, Part I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25a X b Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization's prior Forms 990 or 990-EZ? If "Yes," complete Schedule L, Part I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25b X 26 Was a loan to or by a current or former officer, director, trustee, key employee, highly compensated employee, or disqualified person outstanding as of the end of the organization's tax year? If "Yes," complete Schedule L, Part II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 X 27 Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If "Yes," complete Schedule L, Part III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 X 28 Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions): a A current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L, Part IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28a X b A family member of a current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L, Part IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28b X c An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If "Yes," complete Schedule L, Part IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28c X 29 Did the organization receive more than $25,000 in non-cash contributions? If "Yes," complete Schedule M . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 X 30 Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If "Yes," complete Schedule M . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 X 31 Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N, Part I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 X 32 Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If "Yes," complete Schedule N, Part II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 X 33 Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If "Yes," complete Schedule R, Part I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 X 34 Was the organization related to any tax-exempt or taxable entity? If "Yes," complete Schedule R, Parts II, III, IV, and V, line 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 X 35a Did the organization have a controlled entity within the meaning of section 512(b)(13)? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35a X b Did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If "Yes," complete Schedule R, Part V, line 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35b X 36 Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If "Yes," complete Schedule R, Part V, line 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 X 37 Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If "Yes," complete Schedule R, Part VI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 X 38 Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11 and 19? Note. All Form 990 filers are required to complete Schedule O. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 X Form 990 (2011) P54 III. Form 990 (2011)AREI, INC 27-521618627-5216186 Page 5 Part V Statements Regarding Other IRS Filings and Tax Compliance Check if Schedule O contains a response to any question in this Part V . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes No 1a Enter the number reported in Box 3 of Form 1096. Enter -0- if not applicable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1a 65,489 b Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1b c Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1c X 2a Enter the number of employees reported on Form W-3, Transmittal of Wage and Tax Statements, filed for the calendar year ending with or within the year covered by this return . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2a 0 b If at least one is reported on line 2a, did the organization file all required federal employment tax returns? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2b Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file. (see instructions) 3a Did the organization have unrelated business gross income of $1,000 or more during the year? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3a X b If "Yes," has it filed a Form 990-T for this year? If "No," provide an explanation in Schedule O . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3b 4a At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4a X b If "Yes," enter the name of the foreign country: See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts. 5a Was the organization a party to a prohibited tax shelter transaction at any time during the tax year? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5a X b Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5b X c If "Yes" to line 5a or 5b, did the organization file Form 8886-T? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5c X 6a Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6a X b If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6b 7 Organizations that may receive deductible contributions under section 170(c). a Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7a X b If "Yes," did the organization notify the donor of the value of the goods or services provided? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7b X c Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7c X d If "Yes," indicate the number of Forms 8282 filed during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7d e Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7e X f Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7f X g If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7g X h If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7h X 8 Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 X 9 Sponsoring organizations maintaining donor advised funds. a Did the organization make any taxable distributions under section 4966? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9a X b Did the organization make a distribution to a donor, donor advisor, or related person? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9b X 10 Section 501(c)(7) organizations. Enter: a Initiation fees and capital contributions included on Part VIII, line 12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10a b Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10b 11 Section 501(c)(12) organizations. Enter: a Gross income from members or shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11a b Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11b 12a Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12a b If "Yes," enter the amount of tax-exempt interest received or accrued during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12b 13 Section 501(c)(29) qualified nonprofit health insurance issuers. a Is the organization licensed to issue qualified health plans in more than one state? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13a Note. See the instructions for additional information the organization must report on Schedule O. b Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13b c Enter the amount of reserves on hand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13c 14a Did the organization receive any payments for indoor tanning services during the tax year? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14a X b If "Yes," has it filed a Form 720 to report these payments? If "No," provide an explanation in Schedule O . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14b Form 990 (2011) P55 III. Form 990 (2011)AREI, INC 27-521618627-5216186 Page 6 Part VI Governance, Management, and Disclosure For each "Yes" response to lines 2 through 7b below, and for a "No" response to line 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions. Check if Schedule O contains a response to any question in this Part VI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X Section A. Governing Body and Management Yes No 1a Enter the number of voting members of the governing body at the end of the tax year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1a 11 If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O. b Enter the number of voting members included in line 1a, above, who are independent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1b 8 2 Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 X 3 Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors, or trustees, or key employees to a management company or other person? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 X 4 Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 X 5 Did the organization become aware during the year of a significant diversion of the organization's assets? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 X 6 Did the organization have members or stockholders? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 X 7a Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7a X b Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7b X 8 Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following: a The governing body? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8a X b Each committee with authority to act on behalf of the governing body? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8b X 9 Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization's mailing address? If "Yes," provide the names and addresses in Schedule O . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 X Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.) Yes No 10a Did the organization have local chapters, branches, or affiliates? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10a X b If "Yes," did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10b 11a Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11a X b Describe in Schedule O the process, if any, used by the organization to review this Form 990. 12a Did the organization have a written conflict of interest policy? If "No," go to line 13 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12a X b Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts?12b X c Did the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes," describe in Schedule O how this was done . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12c X 13 Did the organization have a written whistleblower policy? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 X 14 Did the organization have a written document retention and destruction policy? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 X 15 Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision? a The organization's CEO, Executive Director, or top management official. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15a X b Other officers or key employees of the organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15b X If "Yes" to line 15a or 15b, describe the process in Schedule O (see instructions). 16a Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16a X b If "Yes," did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization's exempt status with respect to such arrangements? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16b X Section C. Disclosure 17 List the states with which a copy of this Form 990 is required to be filed CO 18 Section 6104 requires an organization to make its Forms 1023 (or 1024 if applicable), 990, and 990-T (Section 501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply. Own website Another's website X Upon request 19 Describe in Schedule O whether (and if so, how), the organization made its governing documents, conflict of interest policy, and financial statements available to the public. 20 State the name, physical address, and telephone number of the person who possesses the books and records of the organization:Name:MARTHA O'KEEFE Phone Number:(970) 379-6577 Physical Address:75 EASY STREET, CARBONDALE, CO 81623 Form 990 (2011) P56 III. Form 990 (2011)AREI, INC 27-521618627-5216186 Page 7 Part VII Compensation of Officers, Directors, Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors Check if Schedule O contains a response to any question in this Part VII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section A.Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees 1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization's tax year. List all of the organization's current officers, directors, trustees (whether individuals or organizations), regardless of amount of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid. List all of the organization's current key employees, if any. See instructions for definition of "key employee." List the organization's five current highest compensated employees (other than an officer, director, trustee, or key employee) who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the organization and any related organizations. List all of the organization's former officers, key employees, and highest compensated employees who received more than $100,000 of reportable compensation from the organization and any related organizations. List all of the organization's former directors or trustees that received, in the capacity as a former director or trustee of the organization, more than $10,000 of reportable compensation from the organization and any related organizations. List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest compensated employees; and former such persons. Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee. (C) Position (A)(B)(do not check more than one (D)(E)(F) Name and Title Average box, unless person is both an Reportable Reportable Estimated hours per officer and a director/trustee)compensation compensation amount of week from from related other (describe the organizations compensation hours for organization (W-2/1099-MISC)from the related (W-2/1099-MISC)organization organizations and related in Schedule organizations O) (1)WALTER M. COMINS CHAIRMAN/CEO 25.00 X X X X 27,000 0 0 (2)MICHAEL BOWMAN DIRECTOR 0.50 X 0 0 0 (3)SYLVIA A EARLE DIRECTOR 0.50 X 0 0 0 (4)DAVID W ORR DIRECTOR 0.50 X 0 0 0 (5)WESLEY K CLARK, SR. DIRECTOR 0.50 X 0 0 0 (6)JOEL SERFACE DIRECTOR 0.50 X 0 0 0 (7)BOB GOUGH DIRECTOR 0.50 X 0 0 0 (8)KEN SACK DIRECTOR 0.50 X 0 0 0 (9)ERIC RINGSBY TREASURER 0.50 X 0 0 0 (10)SALLY A RANNEY PRESIDENT 5.00 X 0 0 0 (11)ANDY QUIAT SECRETARY 1.00 X 0 0 0 (12) (13) (14) Form 990 (2011) Fo r m e r Hi g h e s t c o m p e n s a t e d em p l o y e e Ke y e m p l o y e e Of f i c e r In s t i t u t i o n a l t r u s t e e In d i v i d u a l t r u s t e e or d i r e c t o r P57 III. Form 990 (2011)AREI, INC 27-521618627-5216186 Page 8 Part VII Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued) (C) Position (A)(B)(do not check more than one (D)(E)(F) Name and title Average box, unless person is both an Reportable Reportable Estimated hours per officer and a director/trustee)compensation compensation amount of week from from related other (describe the organizations compensation hours for organization (W-2/1099-MISC)from the related (W-2/1099-MISC)organization organizations and related in Schedule organizations O) (15) (16) (17) (18) (19) (20) (21) (22) (23) (24) (25) 1b Sub-total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,000 0 0 c Total from continuation sheets to Part VII, Section A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 0 d Total (add lines 1b and 1c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,000 0 0 2 Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization 0 Yes No 3 Did the organization list any former officer, director, or trustee, key employee, or highest compensated employee on line 1a? If "Yes," complete Schedule J for such individual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 X 4 For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If "Yes," complete Schedule J for such individual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 X 5 Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If "Yes," complete Schedule J for such person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 X Section B. Independent Contractors 1 Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization's tax year. (A)(B)(C) Name and business address Description of services Compensation Name Address 0 Name Address 0 Name Address 0 Name Address 0 Name Address 0 2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 0 Form 990 (2011) Hi g h e s t c o m p e n s a t e d In s t i t u t i o n a l t r u s t e e In d i v i d u a l t r u s t e e Fo r m e r em p l o y e e Ke y e m p l o y e e Of f i c e r or d i r e c t o r P58 III. Form 990 (2011)AREI, INC 27-521618627-5216186 Page 9 Part VIII Statement of Revenue (A)(B)(C)(D) Total revenue Related or Unrelated Revenue exempt business excluded from function revenue tax under sections revenue 512, 513, or 514 1a Federated campaigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1a 0 b Membership dues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1b 0 c Fundraising events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1c 0 d Related organizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1d 0 e Government grants (contributions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1e 0 f All other contributions, gifts, grants, and similar amounts not included above . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1f 48,770 g Noncash contributions included in lines 1a-1f:$0 h Total. Add lines 1a–1f . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,770 Business Code 2a CONFERENCE REVENUE 170,683 b 0 c 0 d 0 e 0 f All other program service revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 g Total. Add lines 2a–2f . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170,683 3 Investment income (including dividends, interest, and other similar amounts) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 4 Income from investment of tax-exempt bond proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 5 Royalties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 (i) Real (ii) Personal 6a Gross rents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b Less: rental expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . c Rental income or (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 d Net rental income or (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 7a Gross amount from sales of (i) Securities (ii) Other assets other than inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 b Less: cost or other basis and sales expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 c Gain or (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 d Net gain or (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 8a Gross income from fundraising events (not including $0 of contributions reported on line 1c). See Part IV, line 18 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .a 0 b Less: direct expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .b 0 c Net income or (loss) from fundraising events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 9a Gross income from gaming activities. See Part IV, line 19. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .a 0 b Less: direct expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .b 0 c Net income or (loss) from gaming activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 10a Gross sales of inventory, less returns and allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .a 0 b Less: cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .b 0 c Net income or (loss) from sales of inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 Miscellaneous Revenue Business Code 11a 0 b 0 c 0 d All other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 e Total. Add lines 11a–11d . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 12 Total revenue. See instructions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 219,453 0 0 0 Form 990 (2011) Co n t r i b u t i o n s , G i f t s , G r a n t s an d O t h e r S i m i l a r A m o u n t s Pr o g r a m S e r v i c e R e v e n u e Ot h e r R e v e n u e P59 III. Form 990 (2011)AREI, INC 27-521618627-5216186 Page 10 Part IX Statement of Functional Expenses Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A) but are not required to complete columns (B), (C), and (D). Check if Schedule O contains a response to any question in this Part IX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X (A)(B)(C)(D) Total expenses Program service Management and Fundraising Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.expenses general expenses expenses 1 Grants and other assistance to governments and organizations in the United States. See Part IV, line 21 641 2 Grants and other assistance to individuals in the United States. See Part IV, line 22 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 3 Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 4 Benefits paid to or for members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 5 Compensation of current officers, directors, trustees, and key employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 6 Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 7 Other salaries and wages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 8 Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 9 Other employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 10 Payroll taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 11 Fees for services (non-employees): a Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 b Legal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 c Accounting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 d Lobbying . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 e Professional fundraising services. See Part IV, line 17 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 f Investment management fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 g Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,700 500 1,200 12 Advertising and promotion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,137 7,137 13 Office expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 952 532 420 14 Information technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,543 7,043 6,500 15 Royalties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 16 Occupancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,758 1,758 17 Travel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,822 6,822 18 Payments of travel or entertainment expenses for any federal, state, or local public officials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 19 Conferences, conventions, and meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,014 1,014 20 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 21 Payments to affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 22 Depreciation, depletion, and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 0 0 23 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 227 227 24 Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.) a AUTO EXPENSES 536 268 268 b BANKCARD FEES 3,114 3,114 c DUES, FEES, SUBSCRIPTIONS 1,078 1,078 d TELEPHONE 639 319 320 e All other expenses see schedule O 167,110 164,245 2,865 25 Total functional expenses. Add lines 1 through 24e . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206,271 183,385 22,245 0 26 Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Form 990 (2011) P60 III. Form 990 (2011)AREI, INC 27-521618627-5216186 Page 11 Part X Balance Sheet (A)(B) Beginning of year End of year 1 Cash—non-interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 13,780 2 Savings and temporary cash investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 3 Pledges and grants receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 3 0 4 Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 4 0 5 Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 6 Receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 7 Notes and loans receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 7 0 8 Inventories for sale or use . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 9 Prepaid expenses and deferred charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 10a Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D 10a 0 b Less: accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10b 0 0 10c 0 11 Investments—publicly traded securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 11 0 12 Investments—other securities. See Part IV, line 11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 12 0 13 Investments—program-related. See Part IV, line 11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 13 0 14 Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 14 0 15 Other assets. See Part IV, line 11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 15 0 16 Total assets. Add lines 1 through 15 (must equal line 34) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 16 13,780 17 Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 598 18 Grants payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 19 Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 20 Tax-exempt bond liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 21 Escrow or custodial account liability. Complete Part IV of Schedule D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 22 Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified persons. Complete Part II of Schedule L . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 23 Secured mortgages and notes payable to unrelated third parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 23 0 24 Unsecured notes and loans payable to unrelated third parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 24 0 25 Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 25 0 26 Total liabilities. Add lines 17 through 25 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 26 598 Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34. 27 Unrestricted net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 28 Temporarily restricted net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 29 Permanently restricted net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Organizations that do not follow SFAS 117, check here X and complete lines 30 through 34. 30 Capital stock or trust principal, or current funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 13,182 31 Paid-in or capital surplus, or land, building, or equipment fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 32 Retained earnings, endowment, accumulated income, or other funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 33 Total net assets or fund balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 33 13,182 34 Total liabilities and net assets/fund balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 34 13,780 Form 990 (2011) As s e t s Li a b i l i t i e s Ne t A s s e t s o r F u n d B a l a n c e s P61 III. Form 990 (2011)AREI, INC 27-521618627-5216186 Page 12 Part XI Reconciliation of Net Assets Check if Schedule O contains a response to any question in this Part XI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Total revenue (must equal Part VIII, column (A), line 12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 219,453 2 Total expenses (must equal Part IX, column (A), line 25) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 206,271 3 Revenue less expenses. Subtract line 2 from line 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 13,182 4 Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 0 5 Other changes in net assets or fund balances (explain in Schedule O) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 6 Net assets or fund balances at end of year. Combine lines 3, 4, and 5 (must equal Part X, line 33, column (B)) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 13,182 Part XII Financial Statements and Reporting Check if Schedule O contains a response to any question in this Part XII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes No 1 Accounting method used to prepare the Form 990: Cash X Accrual Other If the organization changed its method of accounting from a prior year or checked "Other," explain in Schedule O. 2a Were the organization's financial statements compiled or reviewed by an independent accountant? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2a X b Were the organization's financial statements audited by an independent accountant? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2b X c If "Yes" to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2c X If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O. d If "Yes" to line 2a or 2b, check a box below to indicate whether the financial statements for the year were issued on a separate basis, consolidated basis, or both: X Separate basis Consolidated basis Both consolidated and separate basis 3a As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3a X b If "Yes," did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits.3b Form 990 (2011) P62 III. SCHEDULE A OMB No. 1545-0047 (Form 990 or 990-EZ)Public Charity Status and Public Support Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust.Open to PublicDepartment of the Treasury Internal Revenue Service Attach to Form 990 or Form 990-EZ.See separate instructions.Inspection Name of the organization Employer identification number AREI, INC 27-5216186 Part I Reason for Public Charity Status (All organizations must complete this part.) See instructions. The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.) 1 A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i). 2 A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.) 3 A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii). 4 A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state: 5 An organization operated for the benefit of a college or university owned or operated by a governmental unit described in section 170(b)(1)(A)(iv). (Complete Part II.) 6 A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v). 7 An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.) 8 A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.) 9 X An organization that normally receives: (1) more than 33 1/3% of its support from contributions, membership fees, and gross receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 33 1/3% of its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.) 10 An organization organized and operated exclusively to test for public safety. See section 509(a)(4). 11 An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box that describes the type of supporting organization and complete lines 11e through 11h. a Type I b Type II c Type III–Functionally integrated d Type III–Other e By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). f If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . g Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons? (i)A person who directly or indirectly controls, either alone or together with persons described in (ii)Yes No and (iii) below, the governing body of the supported organization? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11g(i) (ii)A family member of a person described in (i) above? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11g(ii) (iii)A 35% controlled entity of a person described in (i) or (ii) above? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11g(iii) h Provide the following information about the supported organization(s). (i) Name of supported organization (ii) EIN (iii) Type of organization (described on lines 1–9 above or IRC section (see instructions)) (iv) Is the organization in col. (i) listed in your governing document? (v) Did you notify the organization in col. (i) of your support? (vi) Is the organization in col. (i) organized in the U.S.? (vii) Amount of support Yes No Yes No Yes No (A) 0 (B) 0 (C) 0 (D) 0 (E) 0 Total 0 For Paperwork Reduction Act Notice, see the Instructions for Schedule A (Form 990 or 990-EZ) 2011 Form 990 or 990-EZ. (HTA) P63 III. Schedule A (Form 990 or 990-EZ) 2011 AREI, INC 27-521618627-5216186 Page 2 Part II Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.) Section A. Public Support Calendar year (or fiscal year beginning in)(a) 2007 (b) 2008 (c) 2009 (d) 2010 (e) 2011 (f) Total 1 Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 2 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 3 The value of services or facilities furnished by a governmental unit to the organization without charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 4 Total. Add lines 1 through 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 0 0 0 0 5 The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Public support. Subtract line 5 from line 4.0 Section B. Total Support Calendar year (or fiscal year beginning in)(a) 2007 (b) 2008 (c) 2009 (d) 2010 (e) 2011 (f) Total 7 Amounts from line 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 0 0 0 0 8 Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 9 Net income from unrelated business activities, whether or not the business is regularly carried on . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 10 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 11 Total support. Add lines 7 through 10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 12 Gross receipts from related activities, etc. (see instructions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 13 First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section C. Computation of Public Support Percentage 14 Public support percentage for 2011 (line 6, column (f) divided by line 11, column (f)) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 0.00% 15 Public support percentage from 2010 Schedule A, Part II, line 14 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 0.00% 16a 33 1/3% support test—2011. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box and stop here. The organization qualifies as a publicly supported organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b 33 1/3% support test—2010. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this box and stop here. The organization qualifies as a publicly supported organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17a 10%-facts-and-circumstances test—2011. If the organization did not check a box on line 13, 16a, or 16b, and line 14 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b 10%-facts-and-circumstances test—2010. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line 15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see instructions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Schedule A (Form 990 or 990-EZ) 2011 P64 III. Schedule A (Form 990 or 990-EZ) 2011 AREI, INC 27-521618627-5216186 Page 3 Part III Support Schedule for Organizations Described in Section 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.) Section A. Public Support Calendar year (or fiscal year beginning in)(a) 2007 (b) 2008 (c) 2009 (d) 2010 (e) 2011 (f) Total 1 Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.")48,770 48,770 2 Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170,683 170,683 3 Gross receipts from activities that are not an unrelated trade or business under section 513 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 4 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 5 The value of services or facilities furnished by a governmental unit to the organization without charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 6 Total. Add lines 1 through 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 0 0 219,453 219,453 7a Amounts included on lines 1, 2, and 3 received from disqualified persons . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 b Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 c Add lines 7a and 7b . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 0 0 0 0 8 Public support (Subtract line 7c from line 6.) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 219,453 Section B. Total Support Calendar year (or fiscal year beginning in)(a) 2007 (b) 2008 (c) 2009 (d) 2010 (e) 2011 (f) Total 9 Amounts from line 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 0 0 219,453 219,453 10a Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources 0 b Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 c Add lines 10a and 10b . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 0 0 0 0 11 Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 12 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 13 Total support. (Add lines 9, 10c, 11, and 12.) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 0 0 219,453 219,453 14 First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X Section C. Computation of Public Support Percentage 15 Public support percentage for 2011 (line 8, column (f) divided by line 13, column (f)) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 0.00% 16 Public support percentage from 2010 Schedule A, Part III, line 15 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 0.00% Section D. Computation of Investment Income Percentage 17 Investment income percentage for 2011 (line 10c, column (f) divided by line 13, column (f)) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 0.00% 18 Investment income percentage from 2010 Schedule A, Part III, line 17 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 0.00% 19a 33 1/3% support tests—2011. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b 33 1/3% support tests—2010. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3%, and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Schedule A (Form 990 or 990-EZ) 2011 P65 III. Schedule A (Form 990 or 990-EZ) 2011 AREI, INC 27-521618627-5216186 Page 4 Part IV Supplemental Information. Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions). Schedule A (Form 990 or 990-EZ) 2011 P66 III. Schedule B OMB No. 1545-0047 (Form 990, 990-EZ,Schedule of Contributors or 990-PF) Department of the Treasury Internal Revenue Service Attach to Form 990, Form 990-EZ, or Form 990-PF. Name of the organization Employer identification number AREI, INC 27-5216186 Organization type (check one): Filers of:Section: Form 990 or 990-EZ X 501(c)(3 ) (enter number) organization 4947(a)(1) nonexempt charitable trust not treated as a private foundation 527 political organization Form 990-PF 501(c)(3) exempt private foundation 4947(a)(1) nonexempt charitable trust treated as a private foundation 501(c)(3) taxable private foundation Check if your organization is covered by the General Rule or a Special Rule. Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions. General Rule X For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or property) from any one contributor. Complete Parts I and II. Special Rules For a section 501(c)(3) organization filing Form 990 or 990-EZ that met the 33 1/3% support test of the regulations under sections 509(a)(1) and 170(b)(1)(A)(vi) and received from any one contributor, during the year, a contribution of the greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II. For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor, during the year, total contributions of more than $1,000 for use exclusively for religious, charitable, scientific, literary, or educational purposes, or the prevention of cruelty to children or animals. Complete Parts I, II, and III. For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor, during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did not total to more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990, 990-EZ, or 990-PF), but it must answer "No" on Part IV, line 2, of its Form 990; or check the box on line H of its Form 990-EZ or on Part I, line 2, of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990, 990-EZ, or 990-PF). For Paperwork Reduction Act Notice, see the Instructions for Form 990, 990-EZ, or 990-PF.Schedule B (Form 990, 990-EZ, or 990-PF) (2011) (HTA) P67 III. Schedule B (Form 990, 990-EZ, or 990-PF) (2011)Page 2 Name of organization Employer identification number AREI, INC 27-5216186 Part I Contributors (see instructions). Use duplicate copies of Part I if additional space is needed. (a)(b)(c)(d) No.Name, address, and ZIP + 4 Total contributions Type of contribution 1 TED TURNER FOUNDATION INC.Person X 133 LUCKIE STREET NW Payroll ATLANTA GA 30303 $15,000 Noncash Foreign State or Province: Foreign Country: (Complete Part II if there is a noncash contribution.) (a)(b)(c)(d) No.Name, address, and ZIP + 4 Total contributions Type of contribution 2 SOPRIS FOUNDATION Person X 303 E AIRPORT BUSINESS CENTER Payroll ASPEN CO 81611 $5,000 Noncash Foreign State or Province: Foreign Country: (Complete Part II if there is a noncash contribution.) (a)(b)(c)(d) No.Name, address, and ZIP + 4 Total contributions Type of contribution 3 TRICIA QUICK Person X 39 VINE ROAD Payroll MALIBU CA 90263 $10,000 Noncash Foreign State or Province: Foreign Country: (Complete Part II if there is a noncash contribution.) (a)(b)(c)(d) No.Name, address, and ZIP + 4 Total contributions Type of contribution 4 EARTH JUSTICE Person X 50 CALIFORNIA STREET SUITE 500 Payroll SAN FRANCISCO CA 94111 $10,000 Noncash Foreign State or Province: Foreign Country: (Complete Part II if there is a noncash contribution.) (a)(b)(c)(d) No.Name, address, and ZIP + 4 Total contributions Type of contribution 5 Person Payroll $0 Noncash Foreign State or Province: Foreign Country: (Complete Part II if there is a noncash contribution.) (a)(b)(c)(d) No.Name, address, and ZIP + 4 Total contributions Type of contribution 6 Person Payroll $0 Noncash Foreign State or Province: Foreign Country: (Complete Part II if there is a noncash contribution.) Schedule B (Form 990, 990-EZ, or 990-PF) (2011) P68 III. Schedule B (Form 990, 990-EZ, or 990-PF) (2011)Page 3 Name of organization Employer identification number AREI, INC 27-5216186 Part II Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed. (a) No.(c) from FMV (or estimate) Part I (b) Description of noncash property given (see instructions) (d) Date received $0 (a) No.(c) from FMV (or estimate) Part I (b) Description of noncash property given (see instructions) (d) Date received $0 (a) No.(c) from FMV (or estimate) Part I (b) Description of noncash property given (see instructions) (d) Date received $0 (a) No.(c) from FMV (or estimate) Part I (b) Description of noncash property given (see instructions) (d) Date received $0 (a) No.(c) from FMV (or estimate) Part I (b) Description of noncash property given (see instructions) (d) Date received $0 (a) No.(c) from FMV (or estimate) Part I (b) Description of noncash property given (see instructions) (d) Date received $0 Schedule B (Form 990, 990-EZ, or 990-PF) (2011) P69 III. Schedule B (Form 990, 990-EZ, or 990-PF) (2011)Page 4 Name of organization Employer identification number AREI, INC 27-5216186 Part III Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.)$0 Use duplicate copies of Part III if additional space is needed. (a) No. from Part I (b) Purpose of gift (c) Use of gift (d) Description of how gift is held (e) Transfer of gift Transferee's name, address, and ZIP + 4 Relationship of transferor to transferee For. Prov.Country (a) No. from Part I (b) Purpose of gift (c) Use of gift (d) Description of how gift is held (e) Transfer of gift Transferee's name, address, and ZIP + 4 Relationship of transferor to transferee For. Prov.Country (a) No. from Part I (b) Purpose of gift (c) Use of gift (d) Description of how gift is held (e) Transfer of gift Transferee's name, address, and ZIP + 4 Relationship of transferor to transferee For. Prov.Country (a) No. from Part I (b) Purpose of gift (c) Use of gift (d) Description of how gift is held (e) Transfer of gift Transferee's name, address, and ZIP + 4 Relationship of transferor to transferee For. Prov.Country Schedule B (Form 990, 990-EZ, or 990-PF) (2011) P70 III. SCHEDULE O OMB No. 1545-0047 (Form 990 or 990-EZ)Supplemental Information to Form 990 or 990-EZ Department of the Treasury Internal Revenue Service Complete to provide information for responses to specific questions on Form 990 or 990-EZ or to provide any additional information. Attach to Form 990 or 990-EZ. Open to Public Inspection Name of the organization Employer identification number AREI, INC 27-5216186 Form 990 Part VI Section C Line 19 INFORMATION AVAILABLE UPON REQUEST OTHER EXPENSES: TOTAL PROGRAM MANAGEMENT MEALS & ENTERTAINMENT $6315 $3450 $2865 MARKETING $1974 $1974 CONFERENCE - FOOD & DRINK $5199 $5199 CONFERENCE - LODGING $3063 $3063 CONFERENCE - PARTY RENTAL $3554 $3554 CONFERENCE - ROOM RENTAL $30132 $30132 CONFERENCE - SOUND SYSTEM $16935 $16935 CONFERENCE - SPEAKERS $1450 $1450 CONFERENCE - STAGE $3118 $3118 CONFERENCE EXPENSES $20362 $20362 FILM EXPENSE $2760 $2760 GRAPHIC DESIGN $2355 $2355 PUBLICITY $8850 $8850 PRODUCTION EXPENSE $27000 $27000 PROGRAMS & PRINTING $3998 $3998 SIGNAGE $1618 $1618 SUB CONTRACTED SERVICES $28427 $28427 PART VI, SECTION B, LINE 11b: RETURN SENT AS PDF TO MEMBERS VIA EMAIL. PART VI, SECTION C, LINE 19: INFO AVAILABLE UPON REQUEST. For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.Schedule O (Form 990 or 990-EZ) (2011) (HTA) P71 III. Schedule O (Form 990 or 990-EZ) (2011)Page 2 Name of the organization Employer identification number AREI, INC 27-5216186 Schedule O (Form 990 or 990-EZ) (2011) P72 III.