HomeMy WebLinkAboutbocc.ord.002.2017 `p, a011111111111111111111111111111111111111111111111IE1lImIII11
CONTRACT*OI1M �
C4444 / DOC CODE:ORDINANCEPg 1 of 13,02116/2017 at 09:308 AM
Janice K.Vos Caudill, Plain County.CO
AN ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN
COUNTY,COLORADO,AUTHORIZING AN AGRICULTURAL LEASE OF THE
LAZY GLEN OPEN SPACE
ORDINANCE NO. Oaf- X6/1
RECITALS:
1. Pursuant to 30-35-301 C.R.S.,the Board of County Commissioners("BOCC")of Home
Rule Counties is authorized to make and publish ordinances for carrying into effect or
discharging the powers and duties conferred upon such counties by law and as seems
necessary.
2. Pursuant to Section 2.8.1 of the Home Rule Charter("HRC"),the BOCC is authorized to
take official action by Ordinance for certain matters where action is prescribed pursuant
to the Colorado Revised Statues as amended.
3. The Voters of Pitkin County and the Board of County Commissioners of Pitkin County
(BOCC)established an Open Space and Trails Fund for the purposes of acquiring,
preserving,managing,and maintaining open space and trails assets and resources,and
established an Open Space and Trails Board of Trustees(OSTB)to guide the expenditure
of those funds.
4. The Open Space and Trails Program(OST)is charged with protecting agriculture,open
space,habitat,scenic view planes,water rights and river access.
5. An Agricultural Lease Bid Process was adopted by the OSTB on October 7,2014 to
implement the County's Procurement Code and guide OST staff in selecting appropriate
tenants to manage and lease OST agricultural properties.
6. The original purchase of Lazy Glen Open Space is comprised of 40.1 acres located in the
Snowmass Canyon area of the Roaring Fork Valley and acquired by Pitkin County on
March 27,2015,and recorded at reception number 618508.
7. The Procurement Code requires BOCC approval pursuant to an Ordinance for the leasing
of any Pitkin County property for more than one year.
8. The Lazy Glen Open Space Management Plan was adopted March 5,2016 and identifies
10 irrigated acres,barn,and residential apartment to be made available for leasing by an
agricultural producer.
9. A procurement selection team comprised of Open Space Department staff have
determined that a multi-year lease will best encourage wise stewardship of these
agricultural lands.
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10.On December 6,2016,the OSTB recommended that the BOCC approve the proposed
lessee for the Lazy Glen Open Space agricultural lease area.
11.The BOCC finds that adoption of this ordinance is in the best interest of the citizens of
Pitkin County.
NOW,THEREFORE,BE IT ORDAINED by the Board of County Commissioners of Pitkin
County,Colorado that it hereby adopts an ordinance of the Board of County Commissioners of
Pitkin County,Colorado,authorizing an agricultural lease of the Lazy Glen Open Space to
Shining Mountain Farms, LLC,and authorizes the Chair to sign the Ordinance and upon the
satisfaction of die County Attorney as to form,execute any other associated documents
necessary to complete this made.
INTRODUCED AND FIRST READ ON THE 21"DAY OF DECEMBER,2016 AND SET
FOR SECOND READING AND PUBLIC HEARING ON THE I ITh DAY OF JANUARY,
2017.
NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE
ORDINANCE PUBLISHED IN THE ASPEN TIMES WEEKLY ON THE 29Th DAY OF
DECEMBER,2016.
NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE ORDINANCE POSTED
ON THE OFFICIAL PITKIN COUNTY WEBSITE(www.pitktncountv.com)ON THE 29T11
DAY OF DECEMBER,2016.
ADOPTED AFTER FINAL READING AND PUBLIC HEARING ON THE 11Th DAY OF
JANUARY,2017.
PUBLISHED BY TITLE AND SHORT SUMMARY,AFTER ADOPTION,IN THE ASPEN
TIMES WEEKLY ON THE 19Th DAY OF JANUARY,2017.
POSTED BY TITLE AND SHORT SUMMARY ON THE OFFICIAL PITKIN COUNTY
WEBSITE(www.oitkncountv.com) ON THE 13Th DAY OF JANUARY,2017.
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ATTEST: BOARD�� / OF COUNTY COMMISSIONERS
By 0 1/, . I tj, By✓ V�
kit ';a Jones George N an,4fstp:•::•-•r .1 Coun Clerk / 9ty Date. //13119
APPROVED AS TO FORM: MANAGER APPROVAL
o
J ly,Coun omey 'Ion Peacock, ty Manager
Gary Tannenbaum,Director
Open Space and Trails
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ATTEST: BOARRDD OF COUNTY COMMISSIONERS
BYn 1J. .d ...0.c$ By: ' ).' Au '
J. •l,, Jones ( GeorgeN an, so,
P - County
Mac it ii 9
APPROVED AS TO FORM' MANAGER APPROVAL
p... a ., .. (on P tyManager
1
Gary Tanenbaum,Director
Open Spate end Trails
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CONTRACT NCNB ��r
AGRICULTURAL LAND LEASE
This lease is entered into this 2e° day of February, 2017 by and between the Board of
County Commissioners of Pitkin County, Colorado, hereinafter "Landlord" or "County", and
Shining Mountains Farm, LLC, 189 Meadowood Dr., Aspen, Colorado 81611, hereinafter
"Tenant".
Now therefore,in consideration of the mutual covenants and promises contained herein,
the parties agree as follows:
I. Purpose and Intent. Landlord and Tenant intend that the property, all
appurtenances, water rights, easements and improvements be used for active agricultural
production. Agricultural production shall continue during the entire term of the lease without
intermption,consistent with accepted agricultural practices and the agriculture production plan for
the property proposed by Tenant and accepted by Landlord,in writing,and made pan of this lease.
2. Leased Property. Landlord in consideration of the terms contained herein leases to
the Tenant,pursuant to the attached Annual Operating Plan,the following described real property:
Lazy Glen Open Space, together with all appurtenant water rights, consisting of the following:
50% of the water rights decreed, easements and improvements ("Property"). Details regarding
water rights use will be included in the Annual Operating Plan.
3. Lease Term. Unless earlier terminated by operation of this lease, the lease term
shall be in effect as of the date the lease is entered above,to December 31, 2027. This lease shall
not be renewed or extended except through express written amendment to this lease. Tenant is
expressly prohibited from holding over beyond the expiration of the lease term without express
written permission of Landlord.
4. Rent. Tenant agrees to pay Landlord rent at the rate of$200.00 for each calendar
year or any portion of a calendar year that this lease is in effect. This amount shall be the annual
rent for the Property. The annual rent shall be due in full to the Landlord on April I each year or
portion of a year that the lease is in effect. Failure to pay rent by this dale constitutes a breach of
this lease.
AGRICULTURAL PROVISIONS
I. Soil Testinv. Except as modified by the Annual Operating Plan, it shall be the
responsibility of the Tenant to test the soil of the Property twice a year. Soil samples shall be
gathered from a representative portion of the leased property. Soil samples will be gathered during
the month of May and during the month of September. Soil samples will be tested through the
Colorado State University extension office.
2. Weed Control. Tenant is responsible for the removal of all noxious weeds as
defined in the Colorado Noxious Weed Act. Removal of noxious weeds shall be before individual
plants go to seed. The use of any herbicide shall be particularly approved by the County as part
of the Annual Operating Plan for the Property.
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AGRICULTURAL LAND LEASE
FAGE20F9
3. Pest Control. Tenant may engage in control,removal,ora ratification of any pests
or predators only with the express approval of the County. Methods for pest control shall be
contained in the Annual Operating Plan,
4. Fertilizers. The application of any and all fertilizer agents shall be based upon
the results of the soil tests and with the recommendation of Colorado State University. The intent
of the application of any fertilizer will be to restore or improve soil conditions. The type of
fertilizer to be used as well as its application schedule and application method shall be contained
within the Annual Operating Plan for the Property.
5. Livestock. Livestock may be maintained on the Property consistent with the
Annual Operating Plan. Livestock shall be penned or pastured so as not to cause the destruction
of pasture grasses,soil depressions or swales,or in any way that would negatively affect irrigation
practices. Watering of livestock shall be conducted in approved areas consistent with the Annual
Operating Plan.
a. Processing. Processing of agricultural products on the Property is limited to
products grown or raised on site and must comply with federal, state, and local
regulations. Processing must be conducted in approved areas and using best
standards and practices consistent with the Annual Operating Plan.
6. Vehicle and Machinery Storage. The storage of vehicles or machinery not actively
used as part of the agricultural operation in the irrigated meadows is prohibited. The maintenance
of vehicles and machinery used in agricultural operations may be conducted only in designated
areas. My spill or loss of any fluid associated with vehicles or agricultural machinery must be
collected and disposed of off the Property consistent with applicable law.
7. Existing Vegetation. Existing hedgerows and brush areas shall not be disturbed
except as specifically allowed in writing by the County or as incorporated into the Annual
Operating Plan.
S. Emblements. Tenant shall be entitled to all emblements if the termination of the
lease is not a result of Tenant's breach and shall retain harvest rights through the end of the growing
season. If the lease is terminated or canceled as a result of Tenant's default and failure to cure in
accordance with the teens of this lease, all agricultural products shall be harvested or otherwise
gathered and sold, if possible and reasonably practical. with the proceeds of such sale going to
Landlord to cover its costs and the remainder shared between Landlord and Tenant based on the
percentage of the growing season each was in possession of the Property. The Landlord will not
possess a security interest in the emblements.
9. Fences. Tenant shall be responsible for maintaining all fences and gates in working
condition as necessary for the Tenant's proposed use,normal wear and tear excepted. Removal of
fencing is permitted with Landlord's approval and must be reinstalled upon termination of this
lease if Tenant does not obtain a concurrent lease on the Property.
10. Water Rights. Tenant shall utilize all water rights associated with the Property.
Landlord may enter the property to maintain a record of diversion or delivery amounts and the
areas of the Property watered. Tenant shall not make any improvements or changes in the
irrigation infrastructure without written permission of the Landlord. All irrigation improvements
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AGRICULTURAL LAND LEASE
PAGE 3 OF 9
become the property of the Landlord at the end of the lease. Tenant shall maintain all ditches,
laterals,tail runs,pipes,splitter boxes,and all other infrastructure associated with the use of water
on the Property. Maintenance shall include but not be limited to burning,cleaning and dredging
ditch courses,clearing pipelines,keeping headgates and diversion structures in workable order.
I I. Frosion. Tenant shall not engage in any activity which results in the loss of soil or
changes the topography or grade of the Property. All soil disking and tilling must be approved in
the Annual Operating Plan. Irrigation activity must be temporarily halted if any ditch, lateral,
pipeline or other irrigation infrastructure becomes damaged or inoperable.
12. Access. Access to the agricultural operation will be limited to Shining Mountain
Farms LLC. Additional access may be granted with written approval from OST staff for
individuals associated with production.
13. Annual Operating Plan. An Annual Operating Plan shall be developed for the
County by the Open Space and Trails Department,with the Tenant's input,within two months of
the Tenant entering into this lease and will be reviewed and amended,if necessary,at least annually
(the"Annual Operating Plan")and incorporated into this lease. Landlord may terminate this lease
if Tenant fails to comply with any of the material provisions of the Annual Operating Plan. All
Annual Operating Plans shall include the type of agricultural activity to be conducted on the
Property and describe the areas of the Property that will be used for specific agricultural activities.
The plan will propose the anticipated water use and whether any changes are needed to the existing
irrigation infrastructure. The plan shall address any herbicide or pesticide applications to be used
on the Property and whether or not there are pests or predators to be removed or eradicated from
the Property. The plan shall include the anticipated season dates for the actual agricultural activity
as well as the winter cover for the areas of the Property on which agricultural activities were
conducted. The plan shall include the types,method of application and timing for the application
of any fertilizer to be used. Amendments to the plan may be executed by the Open Space and
Trails Department.
GENERAL PROVISIONS
L Insurance. Tenant shall procure and maintain for the term of the lease, insurance
against claims for injury to persons or damage to Property which may arise from or in
connection with occupancy and use of the Property.
The insurance requirements herein are minimum requirements for this lease and in no way limit
the indemnity covenants contained in this lease. Tenant's insurance shall be primary and non-
contributory with any insurance or self-insurance purchased by the Landlord. The insurance
companies issuing the policy or policies hereunder shall have no recourse against the County
of Pitkin for payment of any premiums or for assessments under any form of policy. Any and all
deductibles or self-insured retentions in the above-described insurance policies shall be assumed
by and be for the amount of, and at the sole expense of the Tenant.
Tenant shall assess its own risks and if it deems appropriate and/or pendent, maintain higher
limits and/or broader coverages. Tenant is not relieved of any liability or other obligations
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AGRICULTURAL LAND LEASE
PAGE40F9
assumed or pursuant to the lease by reason of its failure to obtain or maintain insurance
in sufficient amounts,duration,or types.
A. Coverage and Limits of Insurance: Tenant shall provide coverage with
limits of liability not less than those stated below. An umbrella and/or excess
liability policy may be used to meet the minimum liability requirements provided
that the coverage is written on a"following form"basis.
1. Statutory Workers'Compensation:Colorado statutory minimums
a. Policy shall contain a waiver of subrogation against the County.
b. This requirement shall not apply when Tenant, contractor or
employee is exempt under Colorado Workers' Compensation Act., AND
when such contractor or subcontractor executes the appropriate sole
proprietor waiver form.
Minimum Limits:
Coverage A(Workers'Compensation) $ Statutory
Coverage B(Employers Liability) $ 500,000
2. Commercial General Liability—ISO ICO 0001 form or equivalent
(With County named additional insured)
Minimum Limits:
General Aggregate $ 500000
Products/Completed Operations Aggregate $ 500,000
Each Occurrence Limit $ 500,000
Personal/Advertisinglnjury $ 500,000
Fire Damage(Any One Fire) Replacement Value of
any Structures
Medical Payments(Any One Person) $ 5,030
Coverage to include:
• Premises and Operations
• Personal/Advertising Injury
• Products/Completed Operations
• Liability assumed under art Insured Contract (including defense costs
assumed under contract)
• Independent Contractors
• Additional Insured—Owners, Lessees or Contractors Endorsement,
ISO Form 2010(2004 Edition or equivalent)
• Additional Insured—Owners, Lessees or Contractors Endorsement,
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AGRICULTURAL LAND LEASE
PAGE 5 OF 9
ISO CG 2037(2004 Edition or equivalent)
• The policy shall be endorsed to include the following additional insured
language on the Additional Insured Endorsements specified above:
"County, its subsidiary, parent, associated and/or affiliated entities,
successors, or assigns, its elected officials,trustees, employees, agents,
and volunteers named as an additional insured with respect to liability
and defense of suits arising out of the activities performed by,or on behalf
of the Contractor,including completed operations."
B. Proof of Insurance:
1. Each insurance policy required by the insurance provisions of this lease
shall provide the required coverage and shall not be suspended, voided or
canceled except after thirty(30)days prior written notice has been given to the
County, except when cancellation is for non-payment of premium, then ten
(10)days prior notice maybe given.Such notice shall be sent directly to Pitkin
County Open Space and Trails Department, 530 E. Main Street, 3'd Floor,
Aspen,Colorado,81611. If the insurance carrier will not provide the required
notice, the Consultant/Contractor and or its insurance broker shall notify the
County of any cancellation,or reduction in coverage or limits of any insurance
within seven(7)days of receipt of insurers' notification to that effect.
2. Landlord reserves the right to request and receive a copy of any
policy and any policy endorsement at any time during the term of this lease.
2. Indemnity.
A. Tenant agrees to indemnify,hold harmless and,not excluding the County's right to
participate, defend the County, its subsidiary, parent, associated and/or affiliated
entities, successors, or assigns, its elected officials, trustees, employees, agents,
volunteers,and any jurisdiction or agency issuing permits for any work included in
the performance of this lease,hereinafter referred to as indemnitee,from all suits and
claims,including attorneys fees and cost of litigation actions,loss,damage,expense,
cost or claims of any character or any nature arising out of the work done in
fulfillment of the terms of this lease or on account of any act,claim or amount arising
or recovered under workers'compensation law or arising out of the failure of Tenant
to conform to any statutes,ordinances,regulation, law or court decree. It is agreed
that Tenant will be responsible for primary loss investigation,defense and judgment
costs where this contract of indemnity applies. Pitkin County and its elected
Board shall be named as an additional insured with respect to any liability
arising out of the activities performed by, or on behalf of the Tenants on the
Leased Property.
B. Tenant further shall investigate,process,respond to, adjust,provide defense
for and defend,pay or settle all claims,demands,or lawsuits related hereto at its sole
expense and shall bear all other costs and expenses related thereto,even if the claim,
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AGRICULTURAL LAND LEASE
PAGE 6 OF 9
demand or lawsuit is groundless,false or fraudulent.
3. Assignability. Tenant agrees not to assign or sublease any part of the Property
without the written consent of the Landlord.
4. finding Arbitration. Any disputes arising out of this lease shall be subject to
binding arbitration. The parties agree that any disputes concerning the terms and conditions
of this lease shall be submitted and finally settled by arbitration. Arbitration shall be
conducted pursuant to the rules of the American Arbitration Association and shall be presided
aver by the Pitkin County Hearing Officer appointed to arbitrate Pitkin County contract
disputes. Costs of the arbitration shall be awarded to the substantially prevailing party.
5. Severability. In the event that any provision of this lease shall be held to be
invalid or unenforceable,the remaining provisions of this lease shall remain valid and binding
upon the parties hereto.
6. Integration and Modification. This lease represents the entire and integrated
lease between the County and Tenant and supersedes all prior negotiations,representations,or
contract,either written or oral.This lease may be amended only by written contract signed by
both the County and Tenant.
7. Records. Tenant shall maintain comprehensive, complete and accurate books,
records,and documents concerning its performance relating to this lease for a period of three(3)
years after final payment under the lease and the County shall have the tight within the three(3)
year period to inspect and audit these books, records and documents, upon demand, in a
reasonable manner and at reasonable times, for the purpose of determining, by accepted
accounting and auditing standards, compliance with all provisions of the lease and applicable
law.
8. Lease Made in Colorado.The parties agree that this lease was made in accordance
with the laws of the State of Colorado and shall be so construed. Venue is agreed to be
exclusively in the courts of Pitkin County,Colorado.
9. Attorney's Fees. In the event that legal action is necessary to enforce any of the
provisions of this lease beyond the arbitration described in Paragraph 4 above, the substantially
prevailing party,whether by final judgment or out of court settlement,shall recover from the other
party all costs and expenses of such action or suit including reasonable attorney's fees.
10. Waiver. Failure of the County to exercise any right or remedy granted under this
lease shall not have the effect of waiving or limiting the exercise of the County, or of any other
right or remedy or the indication of such right or remedy at any future time.
It. Governmental Immunity. Tenant agrees and understands that Pitkin County is
relying on and does not waive, by any provision of this lease, the monetary limitations or
terms or any other rights, immunities,and protections provided by the Colorado Governmental
Immunity Act,§24-10-101,et seq.,C.R.S.,as from time to time amended,or otherwise available
to Pitkin County or any of its officers,agents or employees.Further,nothing in this lease shall be
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AGRICULTURAL LAND LEASE
PAGE 7 OF 9
construed or interpreted to require or provide for indemnification of Tenant by the County for any
injury to any person or any property damage whatsoever which is caused by the negligence or other
misconduct of the County or its agent or employees.
12. Notice. Any written notice required by this lease shall be deemed delivered
• through any of the following:(I)hand delivery to the person at the address below;(2)electronic,
internet or facsimile delivery with confirmation of receipt to the e-mail address or fax number
below;or(3)within three(3)days of being sent certified first class mail,postage prepaid,return
receipt requested addressed as follows below. Notice by facsimile,e-mail or interne[delivery
shall be deemed given upon receipt of a confirmation by sender and notice by personal delivery
shall be deemed given when received.
To: Pitkin County Open Space&Trails
Atm: Paul Holsinger
530 E.Main Street,3s Floor
Aspen,Colorado 81611
Fax:(970)920-5198
E-Mail Address:Paul.Holsinger@Pitkiocounty.com
With Copies
To: Pitkin County Attorney's Office
530 E.Main Street,#302
Aspen,Colorado 81611
Fax: (970)920-5198
E-Mail:John.Ely@pitkincouuty.com
To: Shining Mountains Farm LLC
Attn: Cooper Means
189 Meadowood Drive
Aspen,Colorado 81611
E-Mail: cooperrneaos@hotmail.com
13. Default/Violation of Lease Terms. Every clause herein contained is hereby made
a condition of this lease. If Tenant fails to comply with any of the material provisions of this lease,
or of any present rules and regulations or any that may be hereafter prescribed by Landlord, or
materially fails to comply with any duties imposed on Tenant by statute within seven(7)days after
delivery of written notice by Landlord specifying the non-compliance and indicating the intention
of Landlord to terminate the lease by reason thereof, Landlord may terminate this lease. At the
time of default or violation, Landlord may declare all unpaid rent for the remaining term of the
lease to be immediately due and payable within thirty(30)days notice to Tenant. Tenant shall be
responsible to Landlord for the cost of repairs,legal fees,advertising and any other costs incurred
in preparing the Property for re-renting. Tenant agrees not to return to the premises after legal
removal.
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AGRICULTURAL LAND LEASE
PAGE8 OF9
14. Section Headings. Paragraph or section headings within this lease are inserted
solely for convenience of reference, and are not intended to,and shall not govern, limit or aid in
the construction of any terms or provisions contained herein.
MICELLANEOUS
1. Landlord reserves the right for itself,its agents,and employees to enter the Property
at any reasonable time to inspect the Property and to work and make improvements as the Landlord
shall deem necessary. Except in exigent or emergency circumstances,Landlord shall give Tenant
forty-eight(48)hours notice before entering Property.
2. Landlord makes no guarantee of the productivity of the Property and assumes no
liability of any condition,visible or not,which may affect agricultural productivity of the Property.
Tenant agrees to accept the Property in an as is condition.
3. Tenant shall perform all routine maintenance on the improvements on the Property.
Tenant shall repair any damage to the improvements on the Property that are the result of acts of
third parties.
4. Tenant shall not place store or use on the Property substances that are hazardous
toxic dangerous or harmful or which are defined as hazardous substances by the Comprehensive
Environmental Response Compensation and Liability Act(CERCLA),42 USC§9601.
5. Tenant shall not pledge mortgage or cause any lien to be recorded against the
Property during the term of this lease.
6. Tenant shall not construct any building or improvement on the Property without
Landlord's written consent.
7. Tenant shall not dispose of trash garbage rubbish or refuse on the Property.
8. Tenant shall not permit any commercial activity on the Property apart from those
activities described in the agricultural plan.
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AGRICULTURAL LAND LEASE
PAGE9OF9
IN WITNESS WHEREOF,the Landlord and Tenant have duly executed this lease on the
day and year first above written.
Landlord: Tenant:
Board of County Commissioners of Shining Mountains Farn LLC
Pitkin County,Colorado
•
• z 2/17
George e Chair Date Cooper Means Date
APPROVED AS TO FORM: ATTESTATION:
rJohnDate ,1". . tic Jones Date
11111111111111111111111111111111111111111111111 30��
RECEPTIONS:636189,R:$0.00,D: $0.00
GIT 2011
Pg 1C
at 9.02/1612000DE: LEA817 at 09:34:39 AM CONTRACT,
Janie*K.Von Caudill, Pitkin County,CO
AGRICULTURAL LAND LEASE
This lease is entered into this 2"d day of February, 2017 by and between the Board of
County Commissioners of Pitkin County, Colorado, hereinafter "Landlord" or "County", and
Shining Mountains Farm, LLC, 189 Meadowood Dr., Aspen, Colorado 81611, hereinafter
"Tenant".
Now therefore, in consideration of the mutual covenants and promises contained herein,
the parties agree as follows:
I. Purpose and Intent. Landlord and Tenant intend that the property, all
appurtenances, water rights, easements and improvements be used for active agricultural
production. Agricultural production shall continue during the entire term of the lease without
interruption,consistent with accepted agricultural practices and the agriculture production plan for
the property proposed by Tenant and accepted by Landlord,in writing.and made part of this lease.
2. Leased Property. Landlord in consideration of the terms contained herein leases to
the Tenant,pursuant to the attached Annual Operating Plan,the following described real property:
Lazy Glen Open Space, together with all appurtenant water rights, consisting of the following:
50% of the water rights decreed, easements and improvements ("Property"). Details regarding
water rights use will be included in the Annual Operating Plan.
3. Lease Term. Unless earlier terminated by operation of this lease, the lease term
shall be in effect as of the date the lease is entered above,to December 31, 2027. This lease shall
not be renewed or extended except through express written amendment to this lease. Tenant is
expressly prohibited from holding over beyond the expiration of the lease term without express
written permission of Landlord.
4. Ren(. Tenant agrees to pay Landlord rent at the rate of$200.00 for each calendar
year or any portion of a calendar year that this lease is in effect. This amount shall be the annual
rent for the Property. The annual rent shall be due in full to the Landlord on April I each year or
portion of a year that the lease is in effect. Failure to pay rent by this date constitutes a breach of
this lease.
AGRICULTURAL PROVISIONS
1. Soil Testing Except as modified by the Annual Operating Plan, it shall be the
responsibility of the Tenant to test the soil of the Property twice a year. Soil samples shall be
gathered from a representative portion of the leased property. Soil samples will be gathered during
the month of May and during the month of September. Soil samples will be tested through the
Colorado State University extension office.
2. Weed Control. Tenant is responsible for the removal of all noxious weeds as
defined in the Colorado Noxious Weed Act. Removal of noxious weeds shall be before individual
plants go to seed. The use of any herbicide shall be particularly approved by the County as pan
of the Annual Operating Plan for the Properly.
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AGRICULTURAL LAND LEASE
PAGE 2OF9
3. Pest Control. Tenant may engage in control,removal.or a ratification of any pests
or predators only with the express approval of the County, Methods for pest control shall be
contained in the Annual Operating Plan.
4. Fertilizers. The application of any and all fertilizer agents shall be based upon
the results of the soil tests and with the recommendation of Colorado State University. The intent
of the application of any fertilizer will be to restore or improve soil conditions. The type of
fertilizer to be used as well as its application schedule and application method shall be contained
within the Annual Operating Plan for the Property.
5. Livestock. Livestock may be maintained on the Property consistent with the
Annual Operating Plan. Livestock shall be penned or pastured so as not to cause the destruction
of pasture grasses,soil depressions or swales,or in any way that would negatively affect irrigation
practices. Watering of livestock shall be conducted in approved areas consistent with the Annual
Operating Plan.
a. Processing. Processing of agricultural products on the Propeny is limited to
products grown or raised on site and must comply with federal, state, and local
regulations. Processing must be conducted in approved areas and using best
standards and practices consistent with the Annual Operating Plan.
6. Vehicle and Machinery Storage. The storage of vehicles or machinery not actively
used as pan of the agricultural operation in the irrigated meadows is prohibited. The maintenance
of vehicles and machinery used in agricultural operations may be conducted only in designated
areas. Any spill or loss of any fluid associated with vehicles or agricultural machinery must be
collected and disposed of off the Property consistent with applicable law.
7. Existing Vegetation. Existing hedgerows and brush areas shall not be disturbed
except as specifically allowed in writing by the County or as incorporated into the Annual
Operating Plan.
S. Emblements. Tenant shall be entitled to all emblements if the termination of the
lease is not a result of Tenant's breach and shall retain harvest rights through the end of the growing
season. If the lease is terminated or canceled as a result of Tenant's default and failure to cure in
accordance with the terms of this lease, all agricultural products shall be harvested or otherwise
gathered and sold, if possible and reasonably practical, with the proceeds of such sale going to
Landlord to cover its costs and the remainder shared between Landlord and Tenant based on the
percentage of the growing season each was in possession of the Property. The Landlord will not
possess a security interest in the emblements.
9. Fences. Tenant shall be responsible for maintaining all fences and gates in working
condition as necessary for the Tenant's proposed use,normal wear and tear excepted. Removal of
fencing is permitted with Landlord's approval and nuts( be reinstalled upon termination of this
lease if Tenant does not obtain a concurrent lease on the Property.
10. Water Rights. Tenant shall utilize all water rights associated with the Property.
Landlord may enter the property to maintain a record of diversion or delivery amounts and the
areas of the Properly watered. Tenant shall not make any improvements or changes in the
irrigation infrastructure without written permission of the Landlord. All irrigation improvements
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AGRICULTURAL LAND LEASE
PAGE 3OP 9
become the property of the Landlord at the end of the lease. Tenant shall maintain all ditches,
laterals,tail runs,pipes,splitter boxes,and all other infrastructure associated with the use of water
on the Property. Maintenance shall include but not be limited to burning,cleaning and dredging
ditch courses,clearing pipelines,keeping hcadgates and diversion structures in workable order.
1 I. Erosion. Tenant shall not engage in any activity which results in the loss of soil or
changes the topography or grade of the Property. All soil disking and filling must be approved in
the Annual Operating Plan. Irrigation activity must be temporarily halted if any ditch. lateral,
pipeline or other irrigation infrastructure becomes damaged or inoperable.
12. Access. Access to the agricultural operation will be limited to Shining Mountain
Farms LLC. Additional access may be granted with written approval from OST staff for
individuals associated with production.
13. Annual Operating Plan. An Annual Operating Plan shall be developed for the
County by the Open Space and Trails Department,with the Tenant's input,within two months of
the Tenant entering into this lease and will be reviewed and amended,if necessary,at least annually
(the"Annual Operating Plan")and incorporated into this lease. Landlord may terminate this lease
if Tenant fails to comply with any of the material provisions of the Annual Operating Plan. All
Annual Operating Plans shall include the type of agricultural activity to be conducted on the
Property and describe the areas of the Property that will be used for specific agricultural activities.
The plan will propose the anticipated water use and whether any changes are needed to the existing
irrigation infrastructure. The plan shall address any herbicide or pesticide applications to be used
on the Property and whether or not there arc pests or predators to be removed or eradicated from
the Property. The plan shall include the anticipated season dates for the actual agricultural activity
as well as the winter cover for the areas of the Property on which agricultural activities were
conducted. The plan shall include the types,method of application and timing for the application
of any fertilizer to be used. Amendments to the plan may be executed by the Open Space and
Trails Department.
GENERAL PROVISIONS
1. Insurance. Tenant shall procure and maintain for the term of the lease, insurance
against dairm for injury to persons or damage to Property which may arise from or in
connection with occupancy and use of the Property.
The insurance requirements herein are minimum requirements for this lease and in no way limit
the indemnity covenants contained in this lease. Tenant's insurance shall be primary and non-
contributory with any insurance or self-insurance purchased by the Landlord. The insurance
companies issuing the policy or policies hereunder shall have no recourse against the County
of Pitkin for payment of any premiums or for assessments under any loan of policy.Any and all
deductibles or self-insured retentions in the above-described insurance policies shall be assumed
by and be for the amount of, and at the sole expense of the Tenant.
Tenant shall assess its own risks and if it deems appropriate and/or prudent, maintain higher
limits and/or broader coverages. Tenant is not relieved of any liability or other obligations
RECEPTION/636189,0 211 612 01 7 at 09:34:39 AM,Pgs 4 of 9,Janice K.Vos Caudill,Pitkin County,CO
AGRICOI]11RAL LAND LEASE
PAGE 4089
assumed or pursuant to the lease by reason of its failure to obtain or maintain insurance
in sufficient amounts,duration,or types.
A. Coverage and Limits of Insurance: Tenant shall provide coverage with
limits of liability not Icss than those stated below. An umbrella and/or excess
liability policy may be used to meet the minimum liability requirements provided
that the coverage is written on a"following form"basis.
1. Statutory Workers' Compensation:Colorado statutory minimums
a. Policy shall contain a waiver of subrogation against the County.
b. This requirement shall not apply when Tenant, contractor or
etnployee is exempt under Colorado Workers' Compensation Act., AND
when .such contractor or subcontractor executes the appropriate sole
proprietor waiver form.
Minimum Limits:
Coverage A(Workers'Compensation) $ Statutory
Coverage B(Employers Liability) $ 500,000
2. Commercial General Liability—ISO ICG 0001 form or equivalent
(With County named additional insured)
Minimum Limits:
General Aggregate $ 500,000
Products/Completed Operations Aggregate $ 500,000
Each Occurrence Limit $ 500,000
Personal/Advertising Injury $ 500.000
Fire Damage(Any One Fire) Replacement Value of
any Structures
Medical Payments(Any One Person) $ 5,000
Coverage to include:
• Premises and Operations
• Personal/Advertising Injury
• Products/Completed Operations
• Liability assumed under an Insured Contract (including defense costs
assumed under contract)
• Independent Contractors
• Additional Insured—Owners, Lessees or Contractors Endorsement,
ISO Form 2010(2004 Edition or equivalent)
• Additional Insured—Owners, Lessees or Contractors Endorsement,
RECEPTION#636189,02/16/2017 at 09:34:39 AM,Pgs 5 of 9,Janice K.Vos Caudill, Pitkin County,CO
AGkICULTURAL LAND LEASE
PAGE 5 OF 9
ISO CG 2037 (2004 Edition or equivalent)
• The policy shall be endorsed to include the following additional insured
language on the Additional Insured Endorsements specified above:
"County, its subsidiary, parent, associated and/or affiliated entities,
successors, or assigns, its elected officials,trustees, employees, agents,
and volunteers named as an additional insured with respect to liability
and defense of suits arising out of the activities performed by,or on behalf
of the Contractor, including completed operations."
B. Proof of Insurance:
1. Each insurance policy required by the insurance provisions of this lease
shall provide the required coverage and shall not be suspended, voided or
canceled except after thirty(30)days prior written notice has ban given to the
County, except when cancellation is for non-payment of premium, then ten
(10)days prior notice may be given.Such notice shall be sent directly to Pitkin
County Open Space and Trails Department, 530 E. Main Street, 34 Floor,
Aspen,Colorado,81611. If the insurance carrier will not provide the required
notice, the Consultant/Contractor and or its insurance broker shall notify the
County of any cancellation,or reduction in coverage or limits of any insurance
within seven(7)days of receipt of insurers' notification to that effect.
2. Landlord reserves the right to request and receive a copy of any
policy and any policy endorsement at any time during the term of this lease.
2. Indemnity.
A. Tenant agrees to indemnify, hold harmless and, not excluding the County's right to
participate, defend the County, its subsidiary, parent, associated and/or affiliated
entities, successors, or assigns, its elected officials, trustees, employees, agents.
volunteers,and any jurisdiction or agency issuing permits for any work included in
the performance of this lease,hereinafter referred to as indernnitee,from all suits rind
claims,including attorneys fees and cost of litigation,actions,loss,damage,expense,
cost or claims of any character or any nature arising out of the work done in
fulfillment of the terms of this lease or on account of any act,claim or amount arising
or recovered under workers'compensation law or arising out of the failure of Tenant
to conform to any statutes, ordinances, regulation, law or court decree. It is agreed
that Tenant will be responsible for primary loss investigation,defense and judgment
costs where this contract of indemnity applies. Pitkin County and its elected
Board shall be named as an additional insured with respect to any liability
arising out of the activities performed by, or on behalf of the Tenants on the
Leased Property.
B. Tenant further shall investigate, process,respond to, adjust,provide defense
for and defend,pay or settle all claims,demands,or lawsuits related hereto at its sole
expense and shall bear all other costs and expenses related thereto,even if the claim,
RECEPTION&636189,02/16/2017 at 09:34:39 AM, Pgs 6 of 9,Janice K.Vos Caudill,Pitkin County,CO
AGRICULTURAL LAND LEASE
PAGE 6 or
demand or lawsuit is groundless,false or fraudulent.
3. Assignability. Tenant agrees not to assign or sublease any pan of the Property
without the written consent of the Landlord
4. Binding Arbitration. Any disputes arising out of this lease shall be subject to
binding arbitration. The parties agree that any disputes concerning the terms and conditions
of this lease shall be submitted and finally settled by arbitration. Arbitration shall be
conducted pursuant to the rules of the American Arbitration Association and shall be presided
over by the Pitkin County Hearing Officer appointed to arbitrate Pitkin County contract
disputes. Costs of the arbitration shall be awarded to the substantially prevailing party.
5. Severability. In the event that any provision of this Icasc shall be held to be
invalid or unenforceable,the remaining provisions of this lease shall remain valid and binding
upon the parties hereto.
6. Integration and Modification. This lease represents the entire and integrated
lease between the County and Tenant and supersedes all prior negotiations,representations.or
contract,either written or oral.This lease may be amended only by written contract signed by
both the County and Tenant.
7. Records. Tenant shall maintain comprehensive, complete and accurate books,
records,and documents concerning its performance relating to this lease for a period of three(3)
years after final payment under the lease and the County shall have the right within the thmc(3)
year period to inspect and audit these books, records and documents, upon demand, in a
reasonable manner and at reasonable times, for the purpose of determining, by accepted
accounting and auditing standards, compliance with all provisions of the lease and applicable
law.
g. Lease Made in Colorado.The parties agree that this lease was made in accordance
with the laws of the State of Colorado and shall be so construed. Venue is agreed to be
exclusively in the courts of Pitkin County,Colorado.
9. Attorney's Fees. In the event that legal action is necessary to enforce any of the
provisions of this lease beyond the arbitration described in Paragraph 4 above, the substantially
prevailing party,whether by final judgment or out of court settlement,shall recover from the other
party all costs and expenses of such action or suit including reasonable attorney's fees.
10. Waiver. Failure of the County to exercise any right or remedy granted under this
lease shall not have the effect of waiving or limiting the exercise of the County,or of any other
right or remedy or the indication of such right or remedy at any future time.
I1. Governmental Immunity. Tenant agrees and understands that Pickin County is
relying on and does not waive, by any provision of this lease, the monetary limitations or
terms or any other rights, immunities,and protections provided by the Colorado Governmental
Immunity Act,It 24 10 101,el seq..C.R.S.,as from time to time amended,or otherwise available
to Pitkin County or any of its officers,agents or employees.Further,nothing in this lease shall be
RECEPTIONtk 636189,02/16/2017 at 09:34:39 AM, Pgs 7 of 9,Janice K.Vos Caudill,Pitkin County,CO
AGRICULTURAL LAND LEASE
PAGE 7 OF 9
construed or interpreted to require or provide for indemnification of Tenant by the County fur any
injury to any person or any property damage whatsoever which is caused by the negligence or other
misconduct of the County or its agent or employees.
12. Notice. Any written notice required by this lease shall be deemed delivered
through any of the following:(I)hand delivery to the person at the address below;(2)electronic,
intern&or facsimile delivery with confirmation of receipt to the e-mail address or fax number
below;or(3)within three(3)days of being sent certified first class mail,postage prepaid,return
receipt requested addressed as follows below. Notice by facsimile,e-mail or Internet delivery
shall be deemed given upon receipt of a confirmation by sender and notice by personal delivery
shall be deemed given when received.
To: Pitkin County Open Space&Trails
Ann: Paul Holsinger
530 E.Main Street,3'd Floor
Aspen,Colorado 81611
Fax: (970)920-5198
E-Mail Address: Paul.Holsinger@ Pirkincounty.com
With Copies
To: Pitkin County Attorney's Office
530 E.Main Street,#302
Aspen,Colorado 81611
Fax: (970)920-5198
E-Mail: John.Ely@pitkincounty.com
L Shining Mountains Farni LLC
Attn: Cooper Means
189 Meadowood Drive
Aspen,Colorado 81611
E-Mail:coopermeans@hotmail.com
13. Default/Violation of Lease Terms. Every clause herein contained is bereby made
a condition of this lease. If Tenant fails to comply with any of the material provisions of this lease,
or of any present rules and regulations or any that may be hereafter prescribed by Landlord, or
materially fails to comply with any duties imposed on Tenant by statute within seven(7)days after
delivery of written notice by Landlord specifying the noncompliance and indicating the intention
of Landlord to terminate the lease by reason thereof, Landlord may terminate this lease. At the
time of default or violation, Landlord may declare all unpaid rent for the remaining term of the
lease to be immediately due and payable within thirty(30)days notice to Tenant. Tenant shall be
responsible to Landlord for the cost of repairs, legal fees,advertising and any other costs incurred
in preparing the Property for re-renting. Tenant agrees not to return to the premises after legal
removal.
RECEPTION#636189,02/16/2017 at 09:34:39 AM,Pgs 8 of 9,Janice K.Vos Caudill, Pitkin County,CO
AGRICULTURAL LAND LEASH
PAGE H OF 9
14. Section Headings. Paragraph or section headings within this lease are inserted
solely for convenience of reference, and are not intended to,and shall not govern, limit or aid in
the constniction of any terms or provisions contained herein.
MICELLANEOUS
1. Landlord reserves the right for itself,its agents,and employees to enter the Property
at any reasonable time to inspect the Property and to work and make improvements as the Landlord
shall deem necessary. Except in exigent or emergency circumstances, Landlord shall give Tenant
forty-eight(48)hours notice before entering Property.
2. Landlord makes no guarantee of the productivity of the Property and assumes no
liability of any condition,visible or not,which may affect agricultural productivity of the Property.
Tenant agrees to accept the Property in an as is condition.
3. Tenant shall perform all routine maintenance on the improvements on the Property.
Tenant shall repair any damage to the improvements on the Property that are the result of acts of
third parties.
4. Tenant shall not place store or use on the Property substances that are hazardous
toxic dangerous or harmful or which are defined as hazardous substances by the Comprehensive
Environmental Response Compensation and Liability Act(CERCLA),42 USC§9601.
5. Tenant shall not pledge mongagc or cause any lien to be recorded against the
Property during the term of this lease.
6. Tenant shall not constnict any building or improvement on the Property without
Landlord's written consent.
7. Tenant shall nut dispose of trash garbage rubbish or refuse on the Property.
8. Tenant shall not permit any commercial activity on the Property apart from those
activities described in the agricultural plan.
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AGRICULTURAL LAND LEASE
PAGE 9 OF 9
IN WITNESS WHEREOF, the Landlord and Tcmnt have duly executed this lease on the
day and year first above written.
Landlord: Tenant:
Board of County Commissioners of Shining Mountains Farm LLC
Pitkin County,Colorado
George ew a/gs/a z 2 7
Geer c etyma Chair Date Cooper Means Date
APPROVED AS TO FORM: ATTESTATION:
i
John a Date 1,41! ane Jones Date
''t in County Attorney
AN ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN
COUNTY, COLORADO,AUTHORIZING AN AGRICULTURAL LEASE OF THE
LAZY GLEN OPEN SPACE
ORDINANCE NO. - 9.G/T
RECITALS:
1. Pursuant to 30-35-301 C.R.S.,the Board of County Commissioners("BOCC")of Home
Rule Counties is authorized to make and publish ordinances for carrying into effect or
discharging the powers and duties conferred upon such counties by law and as seems
necessary.
2. Pursuant to Section 2.8.1 of the Home Rule Charter("HRC"),the BOCC is authorized to
take official action by Ordinance for certain matters where action is prescribed pursuant
to the Colorado Revised Statues as amended.
3. The Voters of Pitkin County and the Board of County Commissioners of Pitkin County
(BOCC)established an Open Space and Trails Fund for the purposes of acquiring,
preserving, managing, and maintaining open space and trails assets and resources, and
established an Open Space and Trails Board of Trustees (OSTB)to guide the expenditure
of those funds.
4. The Open Space and Trails Program(OST) is charged with protecting agriculture,open
space,habitat, scenic view planes,water rights and river access.
5. An Agricultural Lease Bid Process was adopted by the OSTB on October 7,2014 to
implement the County's Procurement Code and guide OST staff in selecting appropriate
tenants to manage and lease OST agricultural properties.
6. The original purchase of Lazy Glen Open Space is comprised of 40.1 acres located in the
Snowmass Canyon area of the Roaring Fork Valley and acquired by Pitkin County on
March 27, 2015,and recorded at reception number 618508.
7. The Procurement Code requires BOCC approval pursuant to an Ordinance for the leasing
of any Pitkin County property for more than one year.
8. The Lazy Glen Open Space Management Plan was adopted March 5, 2016 and identifies
10 irrigated acres,barn, and residential apartment to be made available for leasing by an
agricultural producer.
9. A procurement selection team comprised of Open Space Department staff have
determined that a multi-year lease will best encourage wise stewardship of these
agricultural lands.
10. On December 6, 2016, the OSTB recommended that the BOCC approve the proposed
lessee for the Lazy Glen Open Space agricultural lease area.
11. The BOCC finds that adoption of this ordinance is in the best interest of the citizens of
Pitkin County.
NOW,THEREFORE,BE IT ORDAINED by the Board of County Commissioners of Pitkin
County, Colorado that it hereby adopts an ordinance of the Board of County Commissioners of
Pitkin County, Colorado, authorizing an agricultural lease of the Lazy Glen Open Space to
Shining Mountain Farms, LLC, and authorizes the Chair to sign the Ordinance and upon the
satisfaction of the County Attorney as to form, execute any other associated documents
necessary to complete this matter.
INTRODUCED AND FIRST READ ON THE 21s`DAY OF DECEMBER, 2016 AND SET
FOR SECOND READING AND PUBLIC HEARING ON THE I1TH DAY OF JANUARY,
2017.
NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE
ORDINANCE PUBLISHED IN THE ASPEN TIMES WEEKLY ON THE 29TH DAY OF
DECEMBER, 2016.
NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE ORDINANCE POSTED
ON THE OFFICIAL PITKIN COUNTY WEBSITE( www.pitkincounty.com) ON THE 29TH
DAY OF DECEMBER, 2016.
ADOPTED AFTER FINAL READING AND PUBLIC HEARING ON THE 11TH DAY OF
JANUARY, 2017.
PUBLISHED BY TITLE AND SHORT SUMMARY, AFTER ADOPTION, IN THE ASPEN
TIMES WEEKLY ON THE 19TH DAY OF JANUARY, 2017.
POSTED BY TITLE AND SHORT SUMMARY ON THE OFFICIAL PITKIN COUNTY
WEBSITE (www.pitkincounty.com) ON THE 13TH DAY OF JANUARY,2017.
ATTEST: BOARD
OF COUNTY COMMISSIONERS
ByJ to Jones • By/ V ' / Oto `W CIL -'
George Ne I an, C it
De. Ty County Clerk. //)
Date: `/1 J/ 17
APPROVED AS TO FORM: MANAGER APPROVAL
I.
Joint-Ely, Count • omey Jon Peacock, my Manager
---
Gary
Gary Tennenbaum, Director
Open Space and Trails
ATTEST: BOARD OF COUNTY COMMISSIONERS
BY _ /_i.J. .'•
us By./ V ' ' )' �Iss. G/ `"
Jea,,to Jones George Ne I an,C•-it
DeI tyCounty Clerk �]
Date: i����t y
APPROVED AS TO FORM: MANAGER APPROVAL
Jo•.4 ly,Court • omey 'Ion Peacock, ty er
lic
Gary Tennenbaum,Director
Open Space and Trails
AGRICULTURAL LAND LEASE
This lease is entered into this 2nd day of February, 2017 by and between the Board of
County Commissioners of Pitkin County, Colorado, hereinafter "Landlord" or "County", and
Shining Mountains Farm, LLC, 189 Meadowood Dr., Aspen, Colorado 81611, hereinafter
"Tenant".
Now therefore, in consideration of the mutual covenants and promises contained herein,
the parties agree as follows:
1. Purpose and Intent. Landlord and Tenant intend that the property, all
appurtenances, water rights, easements and improvements be used for active agricultural
production. Agricultural production shall continue during the entire term of the lease without
interruption,consistent with accepted agricultural practices and the agriculture production plan for
the property proposed by Tenant and accepted by Landlord,in writing,and made part of this lease.
2. Leased Property. Landlord in consideration of the terms contained herein leases to
the Tenant,pursuant to the attached Annual Operating Plan,the following described real property:
Lazy Glen Open Space, together with all appurtenant water rights, consisting of the following:
50% of the water rights decreed, easements and improvements (`Property"). Details regarding
water rights use will be included in the Annual Operating Plan.
3. Lease Term. Unless earlier terminated by operation of this lease, the lease term
shall be in effect as of the date the lease is entered above,to December 31, 2027. This lease shall
not be renewed or extended except through express written amendment to this lease. Tenant is
expressly prohibited from holding over beyond the expiration of the lease term without express
written permission of Landlord.
4. Rent. Tenant agrees to pay Landlord rent at the rate of$200.00 for each calendar
year or any portion of a calendar year that this lease is in effect. This amount shall be the annual
rent for the Property. The annual rent shall be due in full to the Landlord on April 1 each year or
portion of a year that the lease is in effect. Failure to pay rent by this date constitutes a breach of
this lease.
AGRICULTURAL PROVISIONS
1. Soil Testing. Except as modified by the Annual Operating Plan, it shall be the
responsibility of the Tenant to test the soil of the Property twice a year. Soil samples shall be
gathered from a representative portion of the leased property. Soil samples will be gathered during
the month of May and during the month of September. Soil samples will be tested through the
Colorado State University extension office.
2. Weed Control. Tenant is responsible for the removal of all noxious weeds as
defined in the Colorado Noxious Weed Act. Removal of noxious weeds shall be before individual
plants go to seed. The use of any herbicide shall be particularly approved by the County as part
of the Annual Operating Plan for the Property.
AGRICULTURAL LAND LEASE
PAGE 2 OF 9
3. Pest Control. Tenant may engage in control, removal, or a ratification of any pests
or predators only with the express approval of the County. Methods for pest control shall be
contained in the Annual Operating Plan.
4. Fertilizers. The application of any and all fertilizer agents shall be based upon
the results of the soil tests and with the recommendation of Colorado State University. The intent
of the application of any fertilizer will be to restore or improve soil conditions. The type of
fertilizer to be used as well as its application schedule and application method shall be contained
within the Annual Operating Plan for the Property.
5. Livestock. Livestock may be maintained on the Property consistent with the
Annual Operating Plan. Livestock shall be penned or pastured so as not to cause the destruction
of pasture grasses, soil depressions or swales,or in any way that would negatively affect irrigation
practices. Watering of livestock shall be conducted in approved areas consistent with the Annual
Operating Plan.
a. Processing. Processing of agricultural products on the Property is limited to
products grown or raised on site and must comply with federal, state, and local
regulations. Processing must be conducted in approved areas and using best
standards and practices consistent with the Annual Operating Plan.
6. Vehicle and Machinery Storage. The storage of vehicles or machinery not actively
used as part of the agricultural operation in the irrigated meadows is prohibited. The maintenance
of vehicles and machinery used in agricultural operations may be conducted only in designated
areas. Any spill or loss of any fluid associated with vehicles or agricultural machinery must be
collected and disposed of off the Property consistent with applicable law.
7. Existing Vegetation. Existing hedgerows and brush areas shall not be disturbed
except as specifically allowed in writing by the County or as incorporated into the Annual
Operating Plan.
8. Emblements. Tenant shall be entitled to all emblements if the termination of the
lease is not a result of Tenant's breach and shall retain harvest rights through the end of the growing
season. if the lease is terminated or canceled as a result of Tenant's default and failure to cure in
accordance with the terms of this lease, all agricultural products shall be harvested or otherwise
gathered and sold, if possible and reasonably practical, with the proceeds of such sale going to
Landlord to cover its costs and the remainder shared between Landlord and Tenant based on the
percentage of the growing season each was in possession of the Property. The Landlord will not
possess a security interest in the emblements.
9. Fences. Tenant shall be responsible for maintaining all fences and gates in working
condition as necessary for the Tenant's proposed use, normal wear and tear excepted. Removal of
fencing is permitted with Landlord's approval and must be reinstalled upon termination of this
lease if Tenant does not obtain a concurrent lease on the Property.
10. Water Rights. Tenant shall utilize all water rights associated with the Property.
Landlord may enter the property to maintain a record of diversion or delivery amounts and the
areas of the Property watered. Tenant shall not make any improvements or changes in the
irrigation infrastructure without written permission of the Landlord. All irrigation improvements
AGRICULTURAL LAND LEASE
PAGE 3 OF 9
become the property of the Landlord at the end of the lease. Tenant shall maintain all ditches,
laterals,tail runs,pipes,splitter boxes, and all other infrastructure associated with the use of water
on the Property. Maintenance shall include but not be limited to burning, cleaning and dredging
ditch courses, clearing pipelines, keeping headgates and diversion structures in workable order.
11. Erosion. Tenant shall not engage in any activity which results in the loss of soil or
changes the topography or grade of the Property. All soil disking and tilling must be approved in
the Annual Operating Plan. Irrigation activity must be temporarily halted if any ditch, lateral,
pipeline or other irrigation infrastructure becomes damaged or inoperable.
12. Access. Access to the agricultural operation will be limited to Shining Mountain
Farms LLC. Additional access may be granted with written approval from OST staff for
individuals associated with production.
13. Annual Operating Plan. An Annual Operating Plan shall be developed for the
County by the Open Space and Trails Department, with the Tenant's input,within two months of
the Tenant entering into this lease and will be reviewed and amended,if necessary,at least annually
(the "Annual Operating Plan")and incorporated into this lease. Landlord may terminate this lease
if Tenant fails to comply with any of the material provisions of the Annual Operating Plan. All
Annual Operating Plans shall include the type of agricultural activity to be conducted on the
Property and describe the areas of the Property that will be used for specific agricultural activities.
The plan will propose the anticipated water use and whether any changes are needed to the existing
irrigation infrastructure. The plan shall address any herbicide or pesticide applications to be used
on the Property and whether or not there are pests or predators to be removed or eradicated from
the Property. The plan shall include the anticipated season dates for the actual agricultural activity
as well as the winter cover for the areas of the Property on which agricultural activities were
conducted. The plan shall include the types, method of application and timing for the application
of any fertilizer to be used. Amendments to the plan may be executed by the Open Space and
Trails Department.
GENERAL PROVISIONS
1. Insurance. Tenant shall procure and maintain for the term of the lease, insurance
against claims for injury to persons or damage to Property which may arise from or in
connection with occupancy and use of the Property.
The insurance requirements herein are minimum requirements for this lease and in no way limit
the indemnity covenants contained in this lease. Tenant's insurance shall be primary and non-
contributory with any insurance or self-insurance purchased by the Landlord. The insurance
companies issuing the policy or policies hereunder shall have no recourse against the County
of Pitkin for payment of any premiums or for assessments under any form of policy. Any and all
deductibles or self-insured retentions in the above-described insurance policies shall be assumed
by and be for the amount of, and at the sole expense of the Tenant.
Tenant shall assess its own risks and if it deems appropriate and/or prudent, maintain higher
limits and/or broader coverages. Tenant is not relieved of any liability or other obligations
AGRICULTURAL LAND LEASE
PAGE 4 OF 9
assumed or pursuant to the lease by reason of its failure to obtain or maintain insurance
in sufficient amounts,duration, or types.
A. Coverage and Limits of Insurance: Tenant shall provide coverage with
limits of liability not less than those stated below. An umbrella and/or excess
liability policy may be used to meet the minimum liability requirements provided
that the coverage is written on a"following form" basis.
1. Statutory Workers' Compensation: Colorado statutory minimums
a. Policy shall contain a waiver of subrogation against the County.
b. This requirement shall not apply when Tenant, contractor or
employee is exempt under Colorado Workers' Compensation Act., AND
when such contractor or subcontractor executes the appropriate sole
proprietor waiver form.
Minimum Limits:
Coverage A(Workers' Compensation) $ Statutory
Coverage B (Employers Liability) $ 500,000
2. Commercial General Liability—ISO ICG 0001 form or equivalent
(With County named additional insured)
Minimum Limits:
General Aggregate $ 500,000
Products/Completed Operations Aggregate $ 500,000
Each Occurrence Limit $ 500,000
Personal/Advertising Injury $ 500,000
Fire Damage(Any One Fire) Replacement Value of
any Structures
Medical Payments(Any One Person) $ 5,000
Coverage to include:
• Premises and Operations
• Personal/Advertising Injury
• Products/Completed Operations
• Liability assumed under an Insured Contract (including defense costs
assumed under contract)
• Independent Contractors
• Additional Insured—Owners, Lessees or Contractors Endorsement,
ISO Form 2010(2004 Edition or equivalent)
• Additional Insured—Owners, Lessees or Contractors Endorsement,
AGRICULTURAL LAND LEASE
PAGE 5 OF 9
ISO CG 2037 (2004 Edition or equivalent)
• The policy shall be endorsed to include the following additional insured
language on the Additional Insured Endorsements specified above:
"County, its subsidiary, parent, associated and/or affiliated entities,
successors, or assigns, its elected officials, trustees, employees, agents,
and volunteers named as an additional insured with respect to liability
and defense of suits arising out of the activities performed by, or on behalf
of the Contractor, including completed operations."
B. Proof of Insurance:
1. Each insurance policy required by the insurance provisions of this lease
shall provide the required coverage and shall not be suspended, voided or
canceled except after thirty(30)days prior written notice has been given to the
County, except when cancellation is for non-payment of premium, then ten
(10) days prior notice may be given. Such notice shall be sent directly to Pitkin
County Open Space and Trails Department, 530 E. Main Street, 3`a Floor,
Aspen,Colorado,81611. If the insurance carrier will not provide the required
notice, the Consultant/Contractor and or its insurance broker shall notify the
County of any cancellation,or reduction in coverage or limits of any insurance
within seven(7)days of receipt of insurers' notification to that effect.
2. Landlord reserves the right to request and receive a copy of any
policy and any policy endorsement at any time during the term of this lease.
2. Indemnity.
A. Tenant agrees to indemnify, hold harmless and, not excluding the County's right to
participate, defend the County, its subsidiary, parent, associated and/or affiliated
entities, successors, or assigns, its elected officials, trustees, employees, agents,
volunteers, and any jurisdiction or agency issuing permits for any work included in
the performance of this lease,hereinafter referred to as indemnitee,from all suits and
claims,including attorney's fees and cost of litigation,actions,loss,damage,expense,
cost or claims of any character or any nature arising out of the work done in
fulfillment of the terms of this lease or on account of any act,claim or amount arising
or recovered under workers'compensation law or arising out of the failure of Tenant
to conform to any statutes, ordinances, regulation, law or court decree. It is agreed
that Tenant will be responsible for primary loss investigation, defense and judgment
costs where this contract of indemnity applies. Pitkin County and its elected
Board shall be named as an additional insured with respect to any liability
arising out of the activities performed by, or on behalf of the Tenants on the
Leased Property.
B. Tenant further shall investigate, process, respond to, adjust, provide defense
for and defend,pay or settle all claims,demands, or lawsuits related hereto at its sole
expense and shall bear all other costs and expenses related thereto,even if the claim,
AGRICULTURAL LAND LEASE
PAGE 6 OF 9
demand or lawsuit is groundless, false or fraudulent.
3. Assignability. Tenant agrees not to assign or sublease any part of the Property
without the written consent of the Landlord.
4. Binding Arbitration. Any disputes arising out of this lease shall be subject to
binding arbitration. The parties agree that any disputes concerning the terms and conditions
of this lease shall be submitted and finally settled by arbitration. Arbitration shall be
conducted pursuant to the rules of the American Arbitration Association and shall be presided
over by the Pitkin County Hearing Officer appointed to arbitrate Pitkin County contract
disputes. Costs of the arbitration shall be awarded to the substantially prevailing party.
5. Severability. In the event that any provision of this lease shall be held to be
invalid or unenforceable, the remaining provisions of this lease shall remain valid and binding
upon the parties hereto.
6. Integration and Modification. This lease represents the entire and integrated
lease between the County and Tenant and supersedes all prior negotiations,representations,or
contract, either written or oral. This lease may be amended only by written contract signed by
both the County and Tenant.
7. Records. Tenant shall maintain comprehensive, complete and accurate books,
records, and documents concerning its performance relating to this lease for a period of three(3)
years after final payment under the lease and the County shall have the right within the three(3)
year period to inspect and audit these books, records and documents, upon demand, in a
reasonable manner and at reasonable times, for the purpose of determining, by accepted
accounting and auditing standards, compliance with all provisions of the lease and applicable
law.
8. Lease Made in Colorado.The parties agree that this lease was made in accordance
with the laws of the State of Colorado and shall be so construed. Venue is agreed to be
exclusively in the courts of Pitkin County, Colorado.
9. Attorney's Fees. In the event that legal action is necessary to enforce any of the
provisions of this lease beyond the arbitration described in Paragraph 4 above, the substantially
prevailing party,whether by final judgment or out of court settlement, shall recover from the other
party all costs and expenses of such action or suit including reasonable attorney's fees.
10. Waiver. Failure of the County to exercise any right or remedy granted under this
lease shall not have the effect of waiving or limiting the exercise of the County, or of any other
right or remedy or the indication of such right or remedy at any future time.
11. Governmental Immunity. Tenant agrees and understands that Pitkin County is
relying on and does not waive, by any provision of this lease, the monetary limitations or
terms or any other rights, immunities, and protections provided by the Colorado Governmental
Immunity Act, § 24-10-101, a seq.,C.R.S.,as from time to time amended, or otherwise available
to Pitkin County or any of its officers, agents or employees. Further, nothing in this lease shall be
AGRICULTURAL LAND LEASE
PAGE 7 OF 9
construed or interpreted to require or provide for indemnification of Tenant by the County for any
injury to any person or any property damage whatsoever which is caused by the negligence or other
misconduct of the County or its agent or employees.
12. Notice. Any written notice required by this lease shall be deemed delivered
through any of the following: (1)hand delivery to the person at the address below; (2)electronic,
intemet or facsimile delivery with confirmation of receipt to the e-mail address or fax number
below; or(3) within three (3) days of being sent certified first class mail,postage prepaid,return
receipt requested addressed as follows below. Notice by facsimile, e-mail or internet delivery
shall be deemed given upon receipt of a confirmation by sender and notice by personal delivery
shall be deemed given when received.
To: Pitkin County Open Space &Trails
Attn: Paul Holsinger
530 E. Main Street, 3`d Floor
Aspen, Colorado 81611
Fax: (970) 920-5198
E-Mail Address: Paul.Holsinger@Pitkincounty.com
With Copies
To: Pitkin County Attorney's Office
530 E. Main Street,#302
Aspen, Colorado 81611
Fax: (970) 920-5198
E-Mail: John.Ely@pitkincounty.com
To: Shining Mountains Farm LLC
Attn: Cooper Means
189 Meadowood Drive
Aspen, Colorado 81611
E-Mail: coopermeans@hotmail.com
13. Default/Violation of Lease Terms. Every clause herein contained is hereby made
a condition of this lease. If Tenant fails to comply with any of the material provisions of this lease,
or of any present rules and regulations or any that may be hereafter prescribed by Landlord, or
materially fails to comply with any duties imposed on Tenant by statute within seven(7)days after
delivery of written notice by Landlord specifying the non-compliance and indicating the intention
of Landlord to terminate the lease by reason thereof, Landlord may terminate this lease. At the
time of default or violation, Landlord may declare all unpaid rent for the remaining term of the
lease to be immediately due and payable within thirty (30) days notice to Tenant. Tenant shall be
responsible to Landlord for the cost of repairs, legal fees, advertising and any other costs incurred
in preparing the Property for re-renting. Tenant agrees not to return to the premises after legal
removal.
AGRICULTURAL LAND LEASE
PAGE 8 OF 9
14. Section Headings. Paragraph or section headings within this lease are inserted
solely for convenience of reference, and are not intended to, and shall not govern, limit or aid in
the construction of any terms or provisions contained herein.
MICELLANEOUS
1. Landlord reserves the right for itself,its agents,and employees to enter the Property
at any reasonable time to inspect the Property and to work and make improvements as the Landlord
shall deem necessary. Except in exigent or emergency circumstances, Landlord shall give Tenant
forty-eight(48) hours notice before entering Property.
2. Landlord makes no guarantee of the productivity of the Property and assumes no
liability of any condition,visible or not,which may affect agricultural productivity of the Property.
Tenant agrees to accept the Property in an as is condition.
3. Tenant shall perform all routine maintenance on the improvements on the Property.
Tenant shall repair any damage to the improvements on the Property that are the result of acts of
third parties.
4. Tenant shall not place store or use on the Property substances that are hazardous
toxic dangerous or harmful or which are defined as hazardous substances by the Comprehensive
Environmental Response Compensation and Liability Act (CERCLA), 42 USC § 9601.
5. Tenant shall not pledge mortgage or cause any lien to be recorded against the
Property during the term of this lease.
6. Tenant shall not construct any building or improvement on the Property without
Landlord's written consent.
7. Tenant shall not dispose of trash garbage rubbish or refuse on the Property.
8. Tenant shall not permit any commercial activity on the Property apart from those
activities described in the agricultural plan.
AGRICULTURAL LAND LEASE
PAGE 9 OF 9
IN WITNESS WHEREOF, the Landlord and Tenant have duly executed this lease on the
day and year first above written.
Landlord: Tenant:
Board of County Commissioners of Shining Mountains Farm LLC
Pitkin County, Colorado
Gem 210-7 0/7_/17
George ewm. Chair Date Cooper Means Date
APPROVED AS TO FORM: ATTESTATION:
9
John I� - 0sor Date JJ ette Jones Date
0.9 ounty Attorney
CpNTRACTIOW 0 7
AGRICULTURAL LAND LEASE
This lease is entered into this 2nd day of February, 2017 by and between the Board of
County Commissioners of Pitkin County, Colorado, hereinafter "Landlord" or "County", and
Shining Mountains Farm, LLC, 189 Mcadowood Dr., Aspen, Colorado 81611, hereinafter
"Tenant".
Now therefore, in consideration of the mutual covenants and promises contained herein,
the parties agree as follows:
1. Purpose and Intent. Landlord and Tenant intend that the properly, all
appurtenances, water rights, easements and improvements be used for active agricultural
production. Agricultural production shall continue during the entire term of the lease without
interruption,consistent with accepted agricultural practices and the agriculture production plan for
the property proposed by Tenant and accepted by Landlord,in writing, and made part of this lease.
2. Leased Property. Landlord in consideration of the terms contained herein leases to
the Tenant,pursuant to the attached Annual Operating Plan,the following described real property:
Lazy Glen Open Space, together with all appurtenant water rights, consisting of the following:
50% of the water rights decreed, easements and improvements (`Property"). Details regarding
water rights use will be included in the Annual Operating Plan.
3. Lease Term. Unless earlier terminated by operation of this lease, the lease term
shall be in effect as of the date the lease is entered above, to December 31, 2027. This lease shall
not be renewed or extended except through express written amendment to this lease. Tenant is
expressly prohibited from holding over beyond the expiration of the lease term without express
written permission of Landlord.
4. Rent. Tenant agrees to pay Landlord rent at the rate of$200.00 for each calendar
year or any portion of a calendar year that this lease is in effect. This amount shall be the annual
rent for the Property. The annual rent shall be due in full to the Landlord on April 1 each year or
portion of a year that the lease is in effect. Failure to pay rent by this date constitutes a breach of
this lease.
AGRICULTURAL PROVISIONS
1. Soil Testing. Except as modified by the Annual Operating Plan, it shall be the
responsibility of the Tenant to test the soil of the Property twice a year. Soil samples shall be
gathered from a representative portion of the leased property. Soil samples will be gathered during
the month of May and during the month of September. Soil samples will be tested through the
Colorado State University extension office.
2. Weed Control. Tenant is responsible for the removal of all noxious weeds as
defined in the Colorado Noxious Weed Act. Removal of noxious weeds shall be before individual
plants go to seed. The use of any herbicide shall be particularly approved by the County as part
of the Annual Operating Plan for the Property.
AGRICULTURAL LAND LEASE
PAGE 2 OF 9
3. Pest Control. Tenant may engage in control, removal, or a ratification of any pests
or predators only with the express approval of the County. Methods for pest control shall be
contained in the Annual Operating Plan.
4. Fertilizers. The application of any and all fertilizer agents shall be based upon
the results of the soil tests and with the recommendation of Colorado State University. The intent
of the application of any fertilizer will be to restore or improve soil conditions. The type of
fertilizer to be used as well as its application schedule and application method shall be contained
within the Annual Operating Plan for the Property.
5. Livestock. Livestock may be maintained on the Property consistent with the
Annual Operating Plan. Livestock shall be penned or pastured so as not to cause the destruction
of pasture grasses, soil depressions or swales, or in any way that would negatively affect irrigation
practices. Watering of livestock shall be conducted in approved areas consistent with the Annual
Operating Plan.
a. Processing. Processing of agricultural products on the Property is limited to
products grown or raised on site and must comply with federal, state, and local
regulations. Processing must be conducted in approved areas and using best
standards and practices consistent with the Annual Operating Plan.
6. Vehicle and Machinery Storage. The storage of vehicles or machinery not actively
used as part of the agricultural operation in the irrigated meadows is prohibited. The maintenance
of vehicles and machinery used in agricultural operations may be conducted only in designated
areas. Any spill or loss of any fluid associated with vehicles or agricultural machinery must be
collected and disposed of off the Property consistent with applicable law.
7. Existing Vegetation. Existing hedgerows and brush areas shall not be disturbed
except as specifically allowed in writing by the County or as incorporated into the Annual
Operating Plan.
8. Emblements. Tenant shall be entitled to all emblements if the termination of the
lease is not a result of Tenant's breach and shall retain harvest rights through the end of the growing
season. If the lease is terminated or canceled as a result of Tenant's default and failure to cure in
accordance with the terms of this lease, all agricultural products shall be harvested or otherwise
gathered and sold, if possible and reasonably practical, with the proceeds of such sale going to
Landlord to cover its costs and the remainder shared between Landlord and Tenant based on the
percentage of the growing season each was in possession of the Property. The Landlord will not
possess a security interest in the emblements.
9. Fences. Tenant shall be responsible for maintaining all fences and gates in working
condition as necessary for the Tenant's proposed use, normal wear and tear excepted. Removal of
fencing is permitted with Landlord's approval and must be reinstalled upon termination of this
lease if Tenant does not obtain a concurrent lease on the Property.
10. Water Rights. Tenant shall utilize all water rights associated with the Property.
Landlord may enter the property to maintain a record of diversion or delivery amounts and the
areas of the Property watered. Tenant shall not make any improvements or changes in the
irrigation infrastructure without written permission of the Landlord. All irrigation improvements
AGRICULTURAL LAND LEASE
PAGE 3 OF 9
become the property of the Landlord at the end of the lease. Tenant shall maintain all ditches,
laterals, tail runs,pipes, splitter boxes, and all other infrastructure associated with the use of water
on the Property. Maintenance shall include but not be limited to burning, cleaning and dredging
ditch courses,clearing pipelines, keeping headgates and diversion structures in workable order.
11. Erosion. Tenant shall not engage in any activity which results in the loss of soil or
changes the topography or grade of the Property. All soil disking and tilling must be approved in
the Annual Operating Plan. Irrigation activity must be temporarily halted if any ditch, lateral,
pipeline or other irrigation infrastructure becomes damaged or inoperable.
12. Access. Access to the agricultural operation will be limited to Shining Mountain
Farms LLC. Additional access may be granted with written approval from OST staff for
individuals associated with production.
13. Annual Operating Plan. An Annual Operating Plan shall be developed for the
County by the Open Space and Trails Department, with the Tenant's input, within two months of
the Tenant entering into this lease and will be reviewed and amended,if necessary,at least annually
(the"Annual Operating Plan") and incorporated into this lease. Landlord may terminate this lease
if Tenant fails to comply with any of the material provisions of the Annual Operating Plan. All
Annual Operating Plans shall include the type of agricultural activity to be conducted on the
Property and describe the areas of the Property that will be used for specific agricultural activities.
The plan will propose the anticipated water use and whether any changes are needed to the existing
irrigation infrastructure. The plan shall address any herbicide or pesticide applications to be used
on the Property and whether or not there are pests or predators to be removed or eradicated from
the Property. The plan shall include the anticipated season dates for the actual agricultural activity
as well as the winter cover for the areas of the Property on which agricultural activities were
conducted. The plan shall include the types, method of application and timing for the application
of any fertilizer to be used. Amendments to the plan may be executed by the Open Space and
Trails Department.
GENERAL PROVISIONS
1. Insurance. Tenant shall procure and maintain for the term of the lease, insurance
against claims for injury to persons or damage to Property which may arise from or in
connection with occupancy and use of the Property.
The insurance requirements herein are minimum requirements for this lease and in no way limit
the indemnity covenants contained in this lease. Tenant's insurance shall be primary and non-
contributory with any insurance or self-insurance purchased by the Landlord. The insurance
companies issuing the policy or policies hereunder shall have no recourse against the County
of Pitkin for payment of any premiums or for assessments under any form of policy. Any and all
deductibles or self-insured retentions in the above-described insurance policies shall be assumed
by and be for the amount of, and at the sole expense of the Tenant.
Tenant shall assess its own risks and if it deems appropriate and/or prudent, maintain higher
limits and/or broader coverages. Tenant is not relieved of any liability or other obligations
AGRICULTURAL LAND LEASE
PAGE 4 OF 9
assumed or pursuant to the lease by reason of its failure to obtain or maintain insurance
in sufficient amounts, duration, or types.
A. Coverage and Limits of Insurance: Tenant shall provide coverage with
limits of liability not less than those stated below. An umbrella and/or excess
liability policy may be used to meet the minimum liability requirements provided
that the coverage is written on a "following form" basis.
1. Statutory Workers' Compensation: Colorado statutory minimums
a. Policy shall contain a waiver of subrogation against the County.
b. This requirement shall not apply when Tenant, contractor or
employee is exempt under Colorado Workers' Compensation Act., AND
when such contractor or subcontractor executes the appropriate sole
proprietor waiver form.
Minimum Limits:
Coverage A (Workers' Compensation) $ Statutory
Coverage B (Employers Liability) $ 500,000
2. Commercial General Liability–ISO 1CG 0001 form or equivalent
(With County named additional insured)
Minimum Limits:
General Aggregate $ 500,000
Products/Completed Operations Aggregate $ 500,000
Each Occurrence Limit $ 500,000
Personal/Advertising Injury $ 500,000
Fire Damage (Any One Fire) Replacement Value of
any Structures
Medical Payments(Any One Person) $ 5,000
Coverage to include:
• Premises and Operations
• Personal /Advertising Injury
• Products /Completed Operations
• Liability assumed under an Insured Contract (including defense costs
assumed under contract)
• Independent Contractors
• Additional Insured- Owners, Lessees or Contractors Endorsement,
ISO Form 2010 (2004 Edition or equivalent)
• Additional Insured—Owners, Lessees or Contractors Endorsement,
AGRICULTURAL LAND LEASE
PAGE 5 OF 9
ISO CG 2037 (2004 Edition or equivalent)
• The policy shall be endorsed to include the following additional insured
language on the Additional Insured Endorsements specified above:
"County, its subsidiary, parent, associated and/or affiliated entities,
successors, or assigns, its elected officials,trustees, employees, agents,
and volunteers named as an additional insured with respect to liability
and defense of suits arising out of the activities performed by, or on behalf
of the Contractor, including completed operations."
B. Proof of Insurance:
Each insurance policy required by the insurance provisions of this lease
shall provide the required coverage and shall not be suspended, voided or
canceled except after thirty(30)days prior written notice has been given to the
County, except when cancellation is for non-payment of premium, then ten
(10)days prior notice may be given.Such notice shall be sent directly to Pitkin
County Open Space and Trails Department, 530 E. Main Street, 3b Floor,
Aspen,Colorado,81611. If the insurance carrier will not provide the required
notice, the Consultant/Contractor and or its insurance broker shall notify the
County of any cancellation,or reduction in coverage or limits of any insurance
within seven(7) days of receipt of insurers' notification to that effect.
2. Landlord reserves the right to request and receive a copy of any
policy and any policy endorsement at any time during the term of this lease.
2. Indemnity.
A. Tenant agrees to indemnify, hold harmless and, not excluding the County's right to
participate, defend the County, its subsidiary, parent, associated and/or affiliated
entities, successors, or assigns, its elected officials, trustees, employees, agents,
volunteers, and any jurisdiction or agency issuing permits for any work included in
the performance of this lease,hereinafter referred to as indemnitee, from all suits and
claims,including attorneys fees and cost of litigation,actions,loss,damage,expense,
cost or claims of any character or any nature arising out of the work done in
fulfillment of the terms of this lease or on account of any act,claim or amount arising
or recovered under workers'compensation law or arising out of the failure of Tenant
to conform to any statutes, ordinances, regulation, law or court decree. It is agreed
that Tenant will be responsible for primary loss investigation, defense and judgment
costs where this contract of indemnity applies. Pitkin County and its elected
Board shall be named as an additional insured with respect to any liability
arising out of the activities performed by, or on behalf of the Tenants on the
Leased Property.
B. Tenant further shall investigate, process, respond to, adjust, provide defense
for and defend,pay or settle all claims,demands,or lawsuits related hereto at its sole
expense and shall hear all other costs and expenses related thereto,even if the claim,
AGRICULTURAL LAND LEASE
PAGE 6 OF 9
demand or lawsuit is groundless, false or fraudulent.
3. Assignability. Tenant agrees not to assign or sublease any part of the Property
without the written consent of the Landlord.
4. Binding Arbitration. Any disputes arising out of this lease shall be subject to
binding arbitration. The parties agree that any disputes concerning the terms and conditions
of this lease shall be submitted and finally settled by arbitration. Arbitration shall be
conducted pursuant to the rules of the American Arbitration Association and shall be presided
over by the Pitkin County Hearing Officer appointed to arbitrate Pitkin County contract
disputes. Costs of the arbitration shall be awarded to the substantially prevailing party.
5. Severability. In the event that any provision of this lease shall be held to be
invalid or unenforceable, the remaining provisions of this lease shall remain valid and binding
upon the parties hereto.
6. Integration and Modification. This lease represents the entire and integrated
lease between the County and Tenant and supersedes all prior negotiations,representations, or
contract, either written or oral. This lease may be amended only by written contract signed by
both the County and Tenant.
7. Records. Tenant shall maintain comprehensive, complete and accurate books,
records, and documents concerning its performance relating to this lease for a period of three(3)
years after final payment under the lease and the County shall have the right within the three(3)
year period to inspect and audit these hooks, records and documents, upon demand, in a
reasonable manner and at reasonable times, for the purpose of determining, by accepted
accounting and auditing standards, compliance with all provisions of the lease and applicable
law.
8. Lease Made in Colorado.The parties agree that this lease was made in accordance
with the laws of the State of Colorado and shall be so construed. Venue is agreed to be
exclusively in the courts of Pitkin County, Colorado.
9. Attorney's Fees. In the event that legal action is necessary to enforce any of the
provisions of this lease beyond the arbitration described in Paragraph 4 above, the substantially
prevailing party, whether by final judgment or out of court settlement, shall recover from the other
party all costs and expenses of such action or suit including reasonable attorney's fees.
10. Waiver. Failure of the County to exercise any right or remedy granted under this
lease shall not have the effect of waiving or limiting the exercise of the County, or of any other
right or remedy or the indication of such right or remedy at any future time.
11. Governmental Immunity. Tenant agrees and understands that Pitkin County is
relying on and does not waive, by any provision of this lease, the monetary limitations or
terms or any other rights, immunities, and protections provided by the Colorado Governmental
Immunity Act, § 24-10-101, a seq.,C.R.S., as from time to time amended,or otherwise available
to Pitkin County or any of its officers, agents or employees. Further, nothing in this lease shall be
AGRICULTURAL LAND LEASE
PAGE 7 OF 9
construed or interpreted to require or provide for indemnification of Tenant by the County for any
injury to any person or any property damage whatsoever which is caused by the negligence or other
misconduct of the County or its agent or employees.
12. Notice. Any written notice required by this lease shall be deemed delivered
through any of the following: (1)hand delivery to the person at the address below;(2)electronic,
internet or facsimile delivery with confirmation of receipt to the e-mail address or fax number
below; or(3)within three (3) days of being sent certified first class mail, postage prepaid, return
receipt requested addressed as follows below. Notice by facsimile, e-mail or interne[ delivery
shall be deemed given upon receipt of a confirmation by sender and notice by personal delivery
shall be deemed given when received.
To: Pitkin County Open Space &Trails
Attn: Paul Holsinger
530 E. Main Street, 3`d Floor
Aspen, Colorado 81611
Fax: (970) 920-5198
E-Mail Address: Paul.Holsinger@Pitkincounty.com
With Copies
To: Pitkin County Attorney's Office
530 E. Main Street,#302
Aspen, Colorado 81611
Fax: (970)920-5198
E-Mail: John.Ely@pitkincounty.com
To: Shining Mountains Farm LLC
Attn: Cooper Means
189 Meadowood Drive
Aspen, Colorado 81611
E-Mail: coopermeans@hotmail.com
13. Default/Violation of Lease Terms. Every clause herein contained is hereby made
a condition of this lease. If Tenant fails to comply with any of the material provisions of this lease,
or of any present rules and regulations or any that may be hereafter prescribed by Landlord, or
materially fails to comply with any duties imposed on Tenant by statute within seven(7)days after
delivery of written notice by Landlord specifying the non-compliance and indicating the intention
of Landlord to terminate the lease by reason thereof, Landlord may terminate this lease. At the
time of default or violation, Landlord may declare all unpaid rent for the remaining term of the
lease to be immediately due and payable within thirty (30) days notice to Tenant. Tenant shall be
responsible to Landlord for the cost of repairs, legal fees, advertising and any other costs incurred
in preparing the Property for re-renting. Tenant agrees not to return to the premises after legal
removal.
AGRICULTURAL LAND LEASE
PAGE 8 OF 9
14. Section Headings. Paragraph or section headings within this lease are inserted
solely for convenience of reference, and are not intended to, and shall not govern, limit or aid in
the construction of any terms or provisions contained herein.
MICELLANEOUS
1. Landlord reserves the right for itself,its agents,and employees to enter the Property
at any reasonable time to inspect the Property and to work and make improvements as the Landlord
shall deem necessary. Except in exigent or emergency circumstances, Landlord shall give Tenant
forty-eight(48) hours notice before entering Property.
2. Landlord makes no guarantee of the productivity of the Property and assumes no
liability of any condition, visible or not, which may affect agricultural productivity of the Property.
Tenant agrees to accept the Property in an as is condition.
3. Tenant shall perform all routine maintenance on the improvements on the Property.
Tenant shall repair any damage to the improvements on the Property that are the result of acts of
third parties.
4. Tenant shall not place store or use on the Property substances that are hazardous
toxic dangerous or harmful or which are defined as hazardous substances by the Comprehensive
Environmental Response Compensation and Liability Act(CERCLA),42 USC § 9601.
5. Tenant shall not pledge mortgage or cause any lien to be recorded against the
Property during the term of this lease.
6. Tenant shall not construct any building or improvement on the Property without
Landlord's written consent.
7. Tenant shall not dispose of trash garbage rubbish or refuse on the Property.
8. Tenant shall not permit any commercial activity on the Property apart from those
activities described in the agricultural plan.
AGRICULTURAL LAND LEASE
PAGE 9 OF 9
IN WITNESS WHEREOF, the Landlord and Tenant have duly executed this lease on the
day and year first above written.
Landlord: Tenant:
Board of County Commissioners of Shining Mountains Farm LLC
Pitkin County, Colorado
GX10 z zi)7
George e etyma Chair Date Cooper Means Date
APPROVED AS TO FORM: ATTESTATION:
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John . " 01111" Date J:. ette Jones Date
County Attorney