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HomeMy WebLinkAboutC13-288 Great Outdoors Colorado Trust Fund Grant Agreement GRANT AGREEMENT Project Name: Horn Ranch Conservation and Recreation Project Project Completion Date: December 11, 2014 Great Outdoors Colorado Contract No.: 13440 PARTIES TO AGREEMENT Board/GOCO: The State Board of the Great Outdoors Colorado Trust Fund Address: 303 E. 17th Ave., Suite 1060 Denver, CO 80203 Telephone: (303) 226-4522 Fax: (303) 863-7517 Contact name: Josh Tenneson Grantee: Eagle County Address: 500 Broadway P.O. Box 850 Eagle, CO 81631 Telephone: (970) 328-8600 Fax: (970) 328-8629 Contact name: Toby Sprunk Date: June 11, 2013 EXHIBITS Exhibit A Project Summary Exhibit B Approved Budget Exhibit C Due Diligence Checklist for a Great Outdoors Colorado Open Space Acquisition Project RECITALS A. The State Board of the Great Outdoors Colorado Trust Fund(referred to herein as "GOCO" or the"Board") is a political subdivision of the State of Colorado, created by Article XXVII of the Colorado Constitution, adopted at the November, 1992 General Election, which article appropriates a portion of the net proceeds of the Colorado Lottery to GOCO and directs GOCO to invest those proceeds in the State's parks, wildlife, open space and recreational resources. B. In 1994, OCO created a statewide tatewide g grant program, pursuant t o w w h ich eligible ible entities could apply for land conservation project grants. Grantee listed above (the "Grantee") submitted a detailed project application(the "Project Application") which contemplates the acquisition of full fee title or partial real property interest(s) in that certain real property (the "Property"), as such interest to be acquired in such real property is described in the Project Application (the "Property Interest"). GOCO approved Grantee's Project Application on June 11, 2013, as described in GOCO's project summary (the "Project Summary"), attached hereto as Exhibit A, both of which are incorporated herein by reference (the "Project"), subject to the execution of a detailed grant agreement, and subject to the terms and conditions set forth herein. GOCO and Grantee each have on file a copy of the Project Application. C. The Great Outdoors Colorado Use Restriction(as hereafter defined) is in furtherance of the policy adopted by GOCO, and the acquisition of the Property is consistent with the long-range strategic plan of GOCO, which is to ensure that the Property shall be held and managed in a manner designed to protect the Property's natural resources and other open space values,to prevent development that would adversely affect such resources and values, and where necessary and appropriate to ensure appropriate public access. D. Grantee shall obtain the matching cash and in-kind contributions for the Project as described in the Project Application, Project Summary, and as required by GOCO policy. E. The parties intend this agreement to be the detailed grant agreement required by GOCO (the "Agreement"). AGREEMENT SECTION 1 —PROJECT SCOPE NOW, THEREFORE, in consideration of the premises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereto agree as follows: 1. Incorporation of Recitals. The Recitals set forth above are hereby incorporated into the terms and conditions of this Agreement. 2. Grant and Project. GOCO hereby awards to Grantee a grant in the amount not to exceed $600,000.00 (the "Grant"), subject to the terms and conditions set forth in this Agreement and subject to the following specific condition(s) for this project: The final amount of funding for this project that will be available to Grantee at closing or reimbursement will be dependent upon the overall project being completed with no material changes. The Grant will not be increased, but GOCO may reduce the Grant if the project changes in any way that GOCO deems material. For example, a reduction in acreage,purchase price, or fair market value may cause a reduction in the Grant, unless GOCO approves adding or substituting project elements to the overall project. Similarly, GOCO will release grant funds in portions if the project is completed in phases (i.e., more than one transaction), according to GOCO's determination of how the proportionate acreage,project cost, and value relates to the overall project and Grant. The Grantee and partners must meet GOCO's reporting requirements before any funds are released. The project must also comply with all of GOCO's policies and practices and must meet any special Board conditions as listed in the attached Project Summary. If this project anticipates future phases to accomplish additional work, the Grantee may apply for future GOCO funding; however, no additional GOCO funding is either implied or guaranteed. The Grant shall be used by Grantee solely to complete the Project as approved by GOCO. Grantee has provided GOCO with a resolution adopted by Grantee's governing body authorizing Grantee's acceptance of the Grant, subject to the terms and conditions of this Agreement, and designating an appropriate official to sign this Agreement on Grantee's behalf Grantee hereby agrees to use its best efforts to complete the Project. 3. Project Scope. The Project will not be materially modified by Grantee without the written approval of the Executive Director of GOCO ("Executive Director"). Any material change to the Project, whether or not such change is approved in writing by GOCO may result in a reduction of GOCO's funding award or requirement of a refund to GOCO from Grantee, pursuant to Paragraph 9 of this Agreement. In addition, any material change to the Project that is not approved in writing by GOCO may result in termination of the Grant. 4. Approved Budget. Grantee has completed a detailed budget that reflects all anticipated sources and uses of funds for the Project, including a detailed accounting of Grantee's anticipated direct costs associated with the Project, a copy of which is attached hereto as Exhibit B and incorporated herein by reference ("Budget"). Eligible costs are described in Paragraph 7 of this Agreement. The Project Application contains a budget that may not match the approved version attached as Exhibit B and which, therefore, shall not be relied upon by GOCO or Grantee. Where discrepancies exist,the approved Budget in Exhibit B shall control until such time as GOCO approves the final version. 5. Waiver. Prior to the disbursement of funds,the Executive Director in his or her discretion may waive certain conditions set forth in this Agreement. Anything else to the contrary notwithstanding, no exercise by GOCO staff(the "Staff'), the Executive Director or GOCO of any right or discretion reserved by them hereunder shall be deemed an election, and no waiver by them of any action or requirement of Grantee, including any waiver of the foregoing conditions, shall constitute a waiver of any other requirements, actions or conditions,nor shall any waiver granted be deemed a continuing waiver. No waiver by the Staff,the Executive Director or GOCO shall be effective unless in writing executed by them. Additionally, any failure by the Staff, the Executive Director or GOCO to take any actions as set forth above shall have no legal effect on the contractual duties of the Grantee under this Agreement. Further, no waiver with respect to this Project, Grant, or Agreement shall constitute a waiver in any other GOCO-funded project. 6. Future Funding. This Agreement and the Grant contemplated hereunder only apply to the purchase of the Property and Other Interests specifically described in this Agreement. GOCO makes no representations regarding future funding for future phases of the Project or any other properties, whether or not described in the Project Application, Project Summary, or otherwise. SECTION 2—GRANT PAYMENT 7. Eligible Costs. The following costs are eligible for reimbursement under the terms and conditions of this Agreement: A. Interest in Land. The purchase price of any interest in real property described in the Project Application and Project Summary, which may not exceed the fair market value as established by appraisal. B. Direct Costs. Costs directly associated with producing due diligence documents needed for closing the transaction on the Project, including but not limited to expenses for a title policy (including endorsements and other title company charges); an appraisal; Grantee's contract or"outside" attorneys' fees; an environmental hazards assessment; development of a management plan and baseline documentation; a survey, if needed; a geologist's mineral assessment, if needed; maps; and.50% of stewardship endowment costs, up to GOCO policy maximum of$7,500 for each property. 8. Payment of Grant. Payment of the Grant is subject to GOCO's determination in its sole discretion that it has received and has available sufficient net lottery proceeds to fund the Grant and that Grantee has complied with the terms and conditions of this Agreement, including Grantee's fulfillment of all conditions precedent to funding as set forth in Section 3 herein. In determining the sufficiency of net lottery proceeds, GOCO may consider all facts and circumstances as it deems necessary or desirable, including, but not limited to, adequate reserves, funding requirements and/or commitments for other past, current and future grants, and past, current and future GOCO operating expenses and budgetary needs. 9. Withdrawal of GOCO Funding; Termination of Agreement. Anything in this Agreement to the contrary notwithstanding, with prior notice to Grantee, GOCO reserves the right to withhold or withdraw all or a portion of the Grant, to require a refund of the Grant, and/or terminate this Agreement if GOCO determines in its sole discretion that: A. Altered Expectations. Facts have arisen or situations have occurred that fundamentally alter the expectations of the parties or make the purposes for the Project or the Grant as approved by GOCO infeasible or impractical; B. Material Project Changes. Material changes in the scope or nature of the Project have occurred from how the Project was presented in the Project Application, approved by GOCO and reflected in the Project Summary,and all such material changes have not otherwise received prior written approval of the Executive Director; C. Inaccuracies. Any statement or representation made or information provided by the Grantee in the Project Application, this Agreement or the due diligence materials is untrue, inaccurate or incomplete in any material respect; D. Conditions Precedent Not Fulfilled or Unsatisfactory. Any of the conditions precedent to funding listed in Section 3 below is not fulfilled by Grantee or is unsatisfactory to GOCO, in its sole discretion; or E. Termination of Use Restriction, Disposal of Property. The Use Restriction is terminated or if Other Interests purchased with the Grant are disposed of, in which event Grantee shall make a proportionate refund to GOCO. The Use Restriction shall contain provisions for calculating any such refund. SECTION 3—CONDITIONS PRECEDENT 10. Completion Date. Grantee shall complete acquisition of the real property interest no later than December 11, 2014, which is eighteen months after the date of GOCO's approval of the Project (the "Completion Date"). If applicable, Grantee may request an extension of the Completion Date in compliance with GOCO's Overdue Grant Policy, which Grantee hereby acknowledges that it has received, or otherwise has access to the document in connection with this Agreement and is familiar with its requirements, and as may be amended from time to time by GOCO in its sole discretion ("Overdue Grant Policy"). In addition to other rights set forth in this Agreement, GOCO may elect to terminate this Agreement and deauthorize the Project in the event this Completion Date is not met and/or Grantee fails to comply with the Overdue Grant Policy. 11. Grantee's Inability to Complete Project. If Grantee determines with reasonable probability that the Project will not or cannot be completed as approved by GOCO, Grantee will promptly so advise GOCO in writing. Upon written request by Grantee, as a possible alternative to termination of the Grant, GOCO may consider funding one or more alternative projects. Any such alternative projects must meet GOCO eligibility requirements then in effect and must be approved by GOCO in writing, and shall be subject to the terms and conditions of this Agreement, including, but not limited to,the due diligence requirements described in this Section 3 —Conditions Precedent. Grantee's written request for consideration of alternative projects shall set forth in a level of detail similar to that included in the Project Application: A. Legal Description. A legal description for the proposed property, including the number of acres to be acquired (which shall be substantially equal to the number of acres attributable to the Property); B. Appraisal. A qualified real estate appraisal or other information initially acceptable to GOCO substantiating that the proposed property is equal to or greater in value than the fair market value of the Property; C. Open Space Values. Information substantiating that the open space values in the region where the proposed property is located are as good or better than the open space values of the Property; D. Public Purpose. Information substantiating that the project proposed as an alternative to the Project will serve a public purpose (identifying what purpose would be served) and not benefit a private development; E. Additional Information. Any additional documents or information (including, but not limited to, maps,title commitments, letters of support, and letters of intent) GOCO determines, in its sole discretion, will assist it in considering the alternative property. 12. Conditions Precedent to Funding. Grantee acknowledges that any acquisition of the Property prior to fulfillment of the terms and conditions of this Agreement and the disbursement of funds by GOCO is undertaken at Grantee's sole risk and may cause a forfeiture of the Grant. Anything else in this Agreement or otherwise to the contrary notwithstanding,the Grant is expressly conditioned upon Grantee's fulfillment of all terms and conditions of this Agreement to GOCO's satisfaction in its sole discretion, including, but not limited to,the following: A. Matching Funds. Matching funds in the minimum amount set forth in the Project Application and Project Summary must have been received by Grantee, or the status of efforts to secure matching funding were disclosed to GOCO staff and have been deemed satisfactory by GOCO. B. Due Diligence. The Staff shall conduct a due diligence review of the Project, the results of which must be satisfactory to GOCO in its sole discretion. Grantee shall assist and cooperate with the Staff in conducting such due diligence review, and in connection therewith shall provide the Staff with the information or documentation specified in the Due Diligence Checklist for a Great Outdoors Colorado Open Space Acquisition Project, as well as such other documentation and/or information as the Staff shall reasonably request. Grantee shall have the duty to update all such documentation and information as necessary to reflect material changes from the date such information is originally provided to GOCO. GOCO may in its sole discretion terminate this Agreement and deauthorize the Grant if Grantee fails to provide any information or documentation promptly when requested by Staff or as outlined in the Due Diligence Checklist for a Great Outdoors Colorado Open Space Acquisition Project, attached as Exhibit C and incorporated herein by reference, as may be amended from time-to-time by GOCO in its sole discretion("Due Diligence Checklist") and further detailed in the Great Outdoors Colorado's Instructions for GOCO's Open Space Application Form and Technical Supplement to Land Acquisition Grants, which are hereby incorporated by reference as may be amended from time-to-time by GOCO in its sole discretion("Technical Supplement"). Grantee hereby acknowledges that it has received a copy of the Technical Supplement, or otherwise has access to the document in connection with this Agreement and is familiar with its requirements. In addition, Grantee must submit, where necessary, written evidence that all permits and approvals required for Project completion under applicable local, state and federal laws and regulations have been obtained, as well as any and all material revisions to the Budget, as required in Paragraph 4 above. C. Other Property Interests. Grantee may use the Grant or other Project funds to acquire any rights other than the Use Restriction defined below as described in the Project Application, including but not limited to, fee title,water rights, or any other partial real estate interest(collectively, "Other Interests"). If Grantee or the holder of the Use Restriction ("Holder") intends to acquire fee title to the property, Grantee or Holder must first transfer the Use Restriction to a qualified organization as designated in the Assignment section of the Use Restriction and approved by the Board. If Grantee acquires any other interest in the property, no merger shall be deemed to have occurred. Grantee or Holder shall provide GOCO with written notice of any proposed sale, transfer or other conveyance of any of the Other Interests at least forty-five (45) days prior to the date of such sale, transfer or other conveyance. Grantee or Holder shall further incorporate the terms of the Use Restriction in any deed or other legal instrument by which they divest themselves individually or collectively of any of the Other Interests, including without limitation, conveyance of a leasehold interest to a third party. D. Great Outdoors Colorado Use Restriction. Property acquired with GOCO funds, whether through the acquisition of fee title, conservation easement, or any other technique, shall be held and managed in a manner designed to protect the Property's natural resources, open space and other conservation values, to prevent any development that would adversely affect such resources and values, and where necessary and appropriate,to ensure appropriate public access. This GOCO policy shall be implemented by inclusion of specific language in a conservation easement sufficient to implement the terms and conditions contained in GOCO's form Deed of Conservation Easement, as may be amended from time-to-time by GOCO in its sole discretion(the "Use Restriction"), or to the extent approved by the Executive Director in his or her sole discretion, by covenant. Grantee hereby acknowledges that it has received a copy of GOCO's form Use Restriction, or otherwise has access to the document in connection with this Agreement and is familiar with its requirements. Each Use Restriction shall be acceptable to GOCO in form and content, and shall identify Grantee or a third party acceptable to GOCO as the Holder. In accordance with this requirement, Grantee hereby covenants and agrees as follows: (1) Conservation Easement Form. Grantee shall use GOCO's Use Restriction form, or shall incorporate the terms and conditions that are contained in GOCO's Use Restriction form in substantially the same language into Grantee's conservation easement form and shall obtain GOCO approval of the proposed Use Restriction in writing. Grantee acknowledges that GOCO recommends obtaining GOCO approval of the proposed Use Restriction document well in advance of closing. (2) Subordination to Use Restriction. All liens, encumbrances or other use restrictions and interests of record that, in GOCO's opinion, are inconsistent with the Use Restriction, must be discharged, released or subordinated to the Use Restriction. SECTION 4—OTHER PROVISIONS 13. Publicity and Project Information. GOCO has the right and must be provided the opportunity to use information gained from the Project; therefore, Grantee shall acknowledge GOCO funding in all news releases and other publicity issued by Grantee concerning the Project. If any events are planned in relationship to the Project, GOCO shall be acknowledged as a contributor in the invitation for the event. GOCO shall be notified of any such events thirty(30) days prior to their scheduled occurrences. . Grantee shall cooperate with GOCO in preparing public information pieces, providing slides and photos of the Project from time to time (collectively, "Project Materials"), and providing access to the Property for publicity purposes to the extent allowed by the landowner. For the avoidance of doubt, all Project Materials generated by Grantee of the Project constitute a"work made for hire"pursuant to the U.S. copyright law (17 U.S.C. Section 201(b)) Grantee agrees that all copyrights and other property rights, in the Project Materials developed by Grantee in conjunction with the Project are further owned by GOCO and Grantee hereby forever and irrevocably assigns to GOCO, without further consideration, all right, title and interest in such copyrights and other proprietary rights. Grantee agrees that GOCO, its successors and assigns, shall have the exclusive right to file copyright applications in the United States and throughout the world to the Project Materials, or any portion thereof, in the name of GOCO. Grantee hereby agrees that GOCO, its successors and assigns may act as attorney-in-fact to execute any documents that GOCO deems necessary to record this grant with the United States Copyright Office or elsewhere. Grantee agrees to execute any and all documents reasonably requested by GOCO to enforce its rights under this provision. 14. Signage. Grantee shall erect one or more signs visible from the nearest public roadway, or from an alternative location approved by GOCO, identifying the Project to the public. Such signage shall be erected unless GOCO grants express written permission not to erect such signs. The number, design, wording, and placement of signs shall be submitted to GOCO for review and written approval prior to their placement. GOCO will provide reproducible samples of its logo to the Grantee for such signs and requires they be incorporated into the signs. Grantee shall erect signage either within ten (10) days of closing or prior to payment of the Grant, if GOCO funds are not used at closing, or within an alternative time period approved in advance by the Executive Director. 15. Liability. A. Indemnity. To the extent allowed by law, Grantee shall be responsible for, indemnify, defend and hold harmless GOCO, its officers, agents and employees from any and all liabilities, claims, demands, damages or costs (including reasonable attorneys' fees) resulting from, growing out of, or in any way connected with or incident to Grantee's performance of this Agreement. Grantee hereby waives any and all rights to any type of express or implied indemnity or right of contribution from the State of Colorado, GOCO, its members, officers, agents or employees, for any liability resulting from, growing out of, or in any way connected with or incident to this Agreement. B. No CGIA Waiver. Anything else in this Agreement to the contrary notwithstanding, no term or condition of this Agreement shall be construed or interpreted as a waiver, either express or implied, of any of the immunities, rights, benefits or protection provided to GOCO under the Colorado Governmental Immunity Act as amended or as may be amended in the future (including, without limitation, any amendments to such statute, or under any similar statute which is subsequently enacted) ("CGIA"). This provision may apply to the Grantee if the Grantee qualifies for protection under the Colorado Governmental Immunity Act, C.R.S. §24-10-101, et seq. GOCO and Grantee understand and agree that liability for claims for injuries to persons or property arising out of the negligence of GOCO, its members, officials, agents and employees may be controlled and/or limited by the provisions of the CGIA. The parties agree that no provision of this Agreement shall be construed in such a manner as to reduce the extent to which the CGIA limits the liability of GOCO, its members, officers, agents and employees. C. Compliance with Regulatory Requirements and Federal and State Mandates. Grantee hereby assumes responsibility for compliance with all regulatory requirements in all applicable areas, including but not limited to nondiscrimination, worker safety, local labor preferences, preferred vendor programs, equal employment opportunity,use of competitive bidding, and other similar requirements. To the maximum extent permitted by law, Grantee hereby agrees to indemnify, defend and hold harmless GOCO, Executive Director and Staff from any cost, expense or liability for any failure to comply with any such applicable requirements. D. Nondiscrimination. During the performance of this Agreement, Grantee and its contractors shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, medical condition, marital status, age or sex, and shall comply with any other applicable laws prohibiting discrimination. Grantee and its contractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination. 16. Audits and Accounting Records. Grantee shall maintain standard financial accounts, documents, and records relating to the acquisition, use, management, operation and maintenance of the real property interest. The accounts, documents, and records related to acquisition of the real property interest shall be retained by Grantee for five (5) years following the date of disbursement by GOCO of the Grant funds under this Agreement, and shall be subject to examination and audit by GOCO or its designated agent during this period. All accounts, documents, and records described in this paragraph shall be kept in accordance with generally accepted accounting principles. 17. Post-Completion Requirements. A. Stewardship. Grantee shall comply with the obligations of GOCO's stewardship policy, as may be amended from time to time by GOCO in its sole discretion(the "Stewardship Policy"). Grantee hereby acknowledges that it has received a copy of the Stewardship Policy, or otherwise has access to the document in connection with this Agreement and is familiar with its requirements. B. Change of Use. If Grantee, in its reasonable discretion, determines a need for a change in use of the Property or Other Interests acquired with the Grant, Grantee shall notify GOCO in writing of its determination and request a change of use review("Change of Use Notice and Request"). GOCO will review the Change of Use Notice and Request in accordance with GOCO's Change of Use Policy and Substitution Policy, as may be amended from time to time by GOCO in its sole discretion(the "Change of Use and Substitution Policies"). Grantee hereby acknowledges that it has received a copy of the Change of Use and Substitution Policies or otherwise has access to the document in connection with this Agreement and is familiar with its requirements. Within sixty (60) days after submitting the Change of Use Notice and Request, Grantee shall submit to GOCO all documentation required under the Change of Use and Substitution Policies, and any additional documentation requested by GOCO as a result of its receipt and review of the Change of Use Notice and Request(collectively, the "Change of Use Documentation"). GOCO will review the Change of Use Documentation in good faith to determine whether or not the need for a change in use is a Compelling Public Need, as defined in the Change of Use and Substitution Policies. GOCO in its sole discretion will determine whether to grant, deny, condition GOCO's approval, or delay a decision on the Change of Use Notice and Request. 18. Breach. In addition to such other remedies as shall be available at law or in equity, in the event that Grantee breaches any of the terms or conditions of this Agreement, GOCO shall have the following non-exclusive remedies: A. Prior to Payment of Grant. GOCO reserves the right to withdraw funding and/or terminate this Agreement. B. After Payment of Grant. GOCO reserves the right to seek equitable relief and/or all other remedies as available to it under applicable law, including but not limited to, return of all or a portion of the Grant as provided herein. Further, GOCO reserves the right to deem Grantee ineligible for participation in future GOCO grants, loans or projects. C. In addition to the remedies set forth above, the Board shall be entitled to pursue any other remedy available at law or in equity. 19. Miscellaneous Provisions. A. Good Faith. Both parties have an obligation of good faith, including the obligation to make timely communication of information that may reasonably be believed to be of interest to the other party. B. Assignment. Grantee may not assign its rights or delegate its obligations under this Agreement without the express written consent of the Executive Director. Consent to assign this Agreement may be withheld in the sole discretion of the Executive Director. C. Applicable Law. Colorado law applies to the interpretation and enforcement of this Agreement. D. Status of Grantee. The parties acknowledge that GOCO lacks the power and right to direct the actions of Grantee. Grantee acts in its separate capacity and not as an officer, employee or agent of GOCO or the State of Colorado. E. Time is of the Essence. Time is of the essence in this Agreement. F. Survival. The terms and provisions of this Agreement and Grantee's obligations hereunder shall survive the funding of the Grant and the acquisition of, and any future conveyance of, the real property interest by Grantee. G. Fax and Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which when taken together shall constitute one agreement. In addition, the parties agree to recognize signatures to this Agreement transmitted by facsimile as if they were original signatures. H. Third Party Beneficiary. GOCO and Grantee hereby acknowledge and agree that this Agreement is intended only to cover the relative rights and obligations between GOCO and Grantee, and that no third party beneficiaries are intended. Notwithstanding the preceding statement, GOCO and Grantee hereby acknowledge that GOCO is intended to be and is a third party beneficiary of the covenants and terms of the Use Restriction and Grantee's real property interest therein. I. Notice. Any notice, demand, request, consent, approval or communication that either party desires or is required to give the other shall be in writing and either served personally or sent by first class mail, postage prepaid, to the addresses shown on Page 1 of this Agreement. J. Construction; Severability. Each party hereto has reviewed and revised (or requested revisions of) this Agreement, and therefore, any usual rules of construction requiring that ambiguities are to be resolved against a particular party shall not be applicable in the construction and interpretation of this Agreement. If any provision in this Agreement is found to be ambiguous, an interpretation consistent with the purpose of this Agreement that would render the provision valid shall be favored over any interpretation that would render it invalid. If any provision of this Agreement is declared void or unenforceable, such provision shall be deemed severed from this Agreement, and the balance of this Agreement shall otherwise remain in full force and effect. At any time when this Agreement refers to a party's ability to act or make determinations or decisions with discretion, this Agreement shall be construed to permit such party to act and to make such determinations and/or decisions in its sole discretion. K. Entire Agreement. Except as expressly provided herein,this Agreement constitutes the entire agreement of the parties. No oral understanding or agreement not incorporated in this Agreement shall be binding upon the parties.No changes in this Agreement shall be valid unless made in writing and signed by the parties to this Agreement. L. Termination of the Board. If Article XXVII of the Colorado Constitution, which established GOCO, is amended or repealed to terminate GOCO or merge GOCO into another entity, the rights and obligations of GOCO hereunder shall be assigned to and assumed by such other entity as provided by law, but in the absence of such direction, by the Colorado Department of Natural Resources or its successor. IN WITNESS WHEREOF, the parties by si nature below of their authorized representatives execute this Agreement effective as of the J day of � , 20 j STATE BOARD OF THE GREAT GRANTEE: OUTDOORS COLORADO TRUST FUND By: �� By: 9 Th — Lis- 4 . ►gee brug Executive Director Title: NINA(r)1 y EXHIBIT A Project Summary Score Summary REAT • Rank: 04 " OUTDOORS Overall Score: 88.17 COLORADO GOCO Staff Score: 89.00 Reviewer Average: 87.33 Project Summary Applicant: Eagle County County: Eagle Log Number: 13440 Project Title: Horn Ranch Conservation and Recreation Project Strategic Plan Goal: Integrate Land and Water Conservation Strategies Protect Priority Landscapes for Open Space and Wildlife Build Trail Linkages Funding Summary: Applicant Funding $3,090,000.00 Partner(s) Funding $0.00 GOCO Grant Amount $600,000.00 Total Project Cost $3,690,000.00 Project Description: Eagle County Open Space will acquire approximately 342 acres in fee simple and a conservation easement over approximately 106 additional acres of the Horn Ranch, which straddles I-70 between Wolcott and the Town of Eagle in Eagle County. Eagle Valley Land Trust will hold conservation easements on both parcels. The property is bisected by the interstate and 1.5 miles of the Eagle River and, once the County owns it, will be open for public access for fishing, hiking, rafting, and kayaking. The County will construct a missing link to the Eagle Valley Trail through the acquisition parcel as well. The conservation easement portion of this project will remain in private ownership and contains the ranch headquarters for the sheep operation, as well as extremely scenic views for I-70 travelers, wildlife habitat, and irrigated hay meadows. An estimated 9 million vehicles travel this stretch of I-70 every year. On the easement parcel, the landowners are reserving a 10-acre building envelope, as well as the right to establish a 10-acre tree farm. Eagle County will provide the matching funds. Project Evaluation Staff Comments: Acquisition of the property and conservation easement really hits all aspects of GOCO's strategic plan. There is incredibly strong development pressure squeezing in on this area from Wolcott to the east and Eagle to the west. The property will serve as a critical community buffer. Good public access for numerous recreational activities. Some concern about the property not being under contract and potential for slight changes in the deal structure until the property is under contract. GOCO is being asked to participate in this transaction because the County has exhausted the balance of its open space fund. Reviewer Comments: Very strong conservation values, especially scenic and public access. High level of cash match - great leveraging; no landowner donation, however. Would like to see at least one more funding partner. Eagle County recently proved it can successfully accomplish large-scale, complex land acquisitions. Interesting balance between fee title and conservation easement acquisition. EXHIBIT B Approved Budget y cr 4rmrri nto r N 3 3 e° b 0 1 m c° ° P '° ° $0 as <D 0 o PO qi N c o 0 K3 0 O p cm cu � Pr m °° n o a ,, w o c o I ' jI ' [ 5• cn 4 c- ot 1 1Hi : ,,,,› a ci,° ,_"° > 5 5 O co co N y� x K O EL S' 0 n [111flhIIIIIIIIIII o, n n o 0 O = n c° O O on rrj • b. • � 1 b• 4 cn f _ O O b C w p n ? N N w w s.o Co O _ .p o 0 0 0 0 00 0 o Cll v '61.3: -?3: '''' ! ..• ........ .-.:::. il O O x y O O O O O O 0 0 0 0 n Q0 1 IIHIHHHHIOIILq 1 •J t :. 9 W W I. W C, O, 1. 1 - In N - N �-- N N r0 so - to lli O O .-- N W W Lo O O, O, € " - O O O O ? O oo O O O O ... O O � O O O O O O O O O O O O O O O . a EXHIBIT C Due Diligence Checklist for a Great Outdoors Colorado Open Space Acquisition Project DUE DILIGENCE CHECKLIST FOR A GREAT PROJECT— a UT GOCO LAND ACQUISITION COLORADO CLOSING This document applies to projects that will close using GOCO funds. This document does not apply to land donations where GOCO funds are used only for transaction costs. Please see Great Outdoors Colorado's current Instructions for GOCO's Open Space Application Form and Technical Supplement to Land Acquisition Grants for a detailed description of these documents and why GOCO requires them. These documents are required prior to closing and the disbursement of GOCO's funds: Within 60 days after grant award: 1) Signed Grant Agreement(including Appraisal Guidelines and Flowchart signed by Grantee and appraiser and Signage Form signed by Grantee) 2) Resolution of Corporate Authority At least 90 days before closing: 3) Signed Purchase or Option Agreement 4) Title Commitment and related documents 5) Water rights due diligence demonstration At least 60 days before closing: 6) Draft Conservation Easement 7) Survey(if necessary) 8) Environmental Site Assessment 9) Geologist's Mineral Assessment At least 7 days before closing: 10) Organizational Stewardship Report(if an update is necessary) 11) Final Appraisal(must have received a positive review from GOCO's reviewer and has no outstanding issues) 12) Final Budget 13) Wire Transfer Instructions, Draft Buyer's Settlement Statement, and Closing Documents 14) Resolution or Proof of Corporate Authority to Accept Property Interest 15) Baseline Documentation Report(provide to GOCO within 6 months after closing for winter closings or extenuating circumstances) This document may be submitted after closing: 16) Land Management Plan, if necessary(provide to GOCO within 1 year) NOTE: If you provide these documents in a timely fashion, GOCO will make every effort to meet your anticipated closing date. Please recognize that GOCO must approve all due diligence for your project at least two days prior to closing, because GOCO has to request the wire transfer from the state treasurer's office the day before closing. We are also reviewing due diligence for other grants, so delays in providing this information to GOCO may prevent GOCO from approving the due diligence in time to present GOCO funds at closing.