HomeMy WebLinkAboutC15-025 The Colorado Trust Grant • T H E
COLORADO 1600 SHERMAN STREET PHONE 303-837-1200
\ T R U S T DENVER, CO 80203-1604 TOLL FREE 888-847 9140
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DEDICATED TO ACHIEVING HEALTH EQUITY FOR ALL COLORADANS
GRANT CONTRACT
Grantor Grantee
THE COLORADO TRUST(THE TRUST) EAGLE COUNTY PUBLIC HEALTH AND
ENVIRONMENT
1600 Sherman Street P.O.Box 660
Denver,CO 80203-1604 551 Broadway
Eagle,CO 81631
Date: January 8,2015
Grant Number: 2014480
Title(Program): Health Equity Learning Series Viewing Parties Phase II.02
Project Lead: Ms.Karen Koenemann
Phone Number: (970) 328-2610
Email Address: karen.koenemann @eaglecounty.us
Period: January 1, 2015 -December 31,2015
Amount of Grant: $5,000.00
Requirements:
• Participate in an orientation call prior to the initiation of the Health Equity Learning Series to
learn more about the strategy and next steps.
• Organize viewing parties for each of the Health Equity Learning Series Events (via live
streaming or viewing the recorded event): Feb.5,May 14,July 23 and Sept. 17.
• Serve as the primary lead for organizing local venues to host"viewing parties,"advertising and
recruiting participants,assuring there is adequate technology(Internet access,computers,
projectors,etc.) for each event,making arrangements for food and beverages and any follow-up
activities as needed.
• Assist Trust staff in distributing and collecting surveys (surveys must be returned either by US
mail or email within 7 business days),completing"event debriefs"and participating in an end-
of-year telephone interview.
• Attend (or send at least one staff person to attend)a day-long health equity meeting(date to-
be-determined).
Payment Schedule:
Full payment on the grant will be released upon receipt of the signed contract.
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This Grant Contract (the "Contract") includes: this Title Page and the General Conditions. In
addition the Application,which describes the work to be done in detail,the Grantee Guidelines,and
all amendments, supplements and extensions to any of the foregoing when approved in writing by
The Triist and Grantee are incorporated by reference and made a part of this contract. Capitalized
terms Used in this Contract are defined in the General Conditions.
The terms and conditions of this Contract are hereby accepted and agreed to by The Trust and
Grantee to be effective upon execution below by both parties.
IN WITiNESS WHEREOF,the parties have executed this Contract.
THE COLORADO TRUST, EAGLE COUNTY PUBLIC HEALTH AND
ENVIRONMENT,
As Grantor As Gr
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Date of signing by Grantee: a a v%. Z. 5, 201 S
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EFFECTIVE DATE:
(Date of signing by Grantor)
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GENERAL CONDITIONS:
1. DEFINITIONS. When used in this Contract, the following capitalized terms shall have the
following meanings:
"Application" means the written application submitted by Grantee and accepted by The Trust
as the basis for its undertaking set forth in this Contract,including all modifications accepted in
writing by The Trust,all representations therein made by Grantee,and all supporting
documentation,all of which matters are on file with The Trust.
"Code"means the Internal Revenue Code of 1986,as amended from time to time,and the rules,
regulations and judicial decisions pertaining thereto.
"Grant"means the funds specified on the Title Page to be disbursed under the terms of this
Contract.
"Grantee"means the entity identified as Grantee on the Title Page.
"Grantee Guidelines"or"Guidelines"means the written document by that name provided to
Grantee,which includes rules and regulations Grantee is obliged to comply with during the
course of this Contract.
"Period"means the Period specified on the Title Page.
2. PURPOSE AND ADMINISTRATION. The Grant will be used exclusively for the purposes
specified in the Application. Grantee will directly administer the program being supported by
the Grant and agrees that Grant funds will not be disbursed to any person or entity other than
as specifically set forth in the Application nor disbursed for any purpose that is not specified in
Section 170(c)(2)(B) of the Code.
In carrying out this Contract, Grantee may represent itself only as a grantee of The Trust and
not as an"employee"or"agent"of The Trust.
3. UNAUTHORIZED USE OF GRANT. No part of the Grant may be used (i) to intervene in any
election or support or oppose any candidate for political party or office, or engage in any
lobbying not permitted by § 501(c)(3) or, if applicable, §§ 501(h) and 4911; (ii) to carry on,
directly or indirectly, any voter registration drive within the meaning of Section 4945(d)(2) of
the Code; or(iii) to make payment to any other entity or person that is not itself a public charity
except for compensation or expense reimbursement to employees of, or consultants to, Grantee
within the scope of their employment or engagement.
No part of the Grant maybe used,charged or expended for indirect cost recovery.
4. ACCOUNTING AND AUDIT. Grantee must: (i) keep an accurate record on a fund accounting
basis of the receipt and disbursement of funds and expenditures incurred under the terms of
this Contract; (ii) retain all books and records relating to this Contract(including bills,invoices,
canceled checks, receipts, etc.) for at least four (4)years after expiration of the Period; and (iii)
comply with all requests by The Trust to inspect or receive copies of such books and records.
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At he Trust's expense, it may audit the books and records of Grantee relating to this Contract,
an Grantee will provide assistance as requested in connection with the audit.
5. GRANTEE TAX STATUS. Grantee represents that it has furnished The Trust full and complete
information regarding its tax status. It is expressly agreed that if there is a change or challenge
in Grantee's tax status it is Grantee's responsibility to immediately notify The Trust in writing.
6. CHARITABLE SOLICITATIONS ACT. Grantee represents that it is aware of and in compliance
with the Colorado Charitable Solicitations Act governing fundraising in Colorado.
7. TERMINATION OF THE TRUST'S OBLIGATIONS UNDER THE CONTRACT. The Trust, at its
sole option, may terminate its obligations under this Contract at any time if in The Trust's
judgment: (i) Grantee becomes unable to carry out the purposes of the grant, ceases to be an
appropriate means of accomplishing the purposes of the Grant, or fails to comply with any of
the terms or conditions of this Contract; or (ii) performance of its obligations could subject The
Trust to taxes or other payments under Chapter 42 of the Code or to penalties or fines of any
kind, or could jeopardize The Trust's tax exempt status or benefits under federal or state law.
Grajntee shall return to The Trust any Grant funds spent in breach of this Contract.
The obligations of the parties under Paragraphs 4,5, 10, 11,and 14 (c) shall survive termination
of this Contract.
8. RETURN OF UNEXPENDED FUNDS.Any portion of the Grant unexpended at the completion of
the Period, or upon the completion of the activities for which the Grant was intended, or upon
termination by The Trust of its obligations under this Contract must be repaid to The Trust by
Grantee within 30 days of such completion or termination and accompanied by a full and
conplete accounting. If The Trust's obligations under this Contract have been terminated prior
to the end of the Period, The Trust, at its option, may require Grantee to pay interest at 6% on
any unexpended Grant funds not returned within 30 days and return all equipment purchased
with Grant funds.
9. CONFIDENTIALITY.Grantee acknowledges that in the performance of this Agreement, Grantee
may have access to information that is private or confidential to, or a trade secret of,The Trust.
Except as may be required by the provisions of the Colorado Open Records Act or order of a
court of competent jurisdiction, Grantee agrees not to disclose any such information (the
"Confidential Information") to any third party without the specific written authorization of The
Trust,regardless of the form or format in which, or means by which, Grantee becomes aware of
such information. For the purposes of this Agreement, Confidential Information shall not
include information that is in the public domain unrelated to actions by Grantee or information
that Grantee has obtained in good faith from legal sources other than The Trust. Grantee agrees
to take whatever measures are reasonably necessary to ensure that the employees,
independent contractors and agents of Grantee are personally bound to maintain the
Confidential Information in the same manner as Grantee.
10.OWNERSHIP OF INTELLECTUAL PROPERTY
a. 'Grantee represents and warrants that it owns or has the right to use all intellectual property
that will be employed by Grantee or its agents in the performance of this Agreement,
including without limitation, Grantee's obligations under subsection (c) below. Grantee
shall indemnify and hold the Trust, its directors, trustees, officers, employees, and agents
harmless from all damages, costs, fines, attorneys' fees, or liabilities of any kind or nature
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arising from any claims, demands or suits resulting from Grantee's infringement of any
third-party intellectual property rights.
b. All works and matters created or discovered through the performance of this Contract (the
"Work"), are owned by the Grantee provided, however, that the Work may be used by
Grantee only to fulfill its charitable mission (i.e., activities recognized by the IRS as
charitable and not resulting in "unrelated business taxable income" as defined in Section
512 of the Code),unless otherwise agreed in writing by The Trust.
c. Grantee hereby grants to The Trust a nonexclusive, irrevocable, perpetual,worldwide, fully
transferable, royalty-free license to (i) the Work, to make, use, sell, license to others,
reproduce, create derivative works of, publish, republish, distribute, perform and display
the Work in any current or future form and for any purpose in furtherance of its charitable
mission, and (ii) any other intellectual property incorporated into or used in connection
with the Work to the extent reasonably necessary to enable The Trust to use and practice
the licensed Work. The license herein granted to The Trust shall vest without any further
action on the part of Grantee. Without the prior written consent of The Trust, Grantee will
not enter into any agreement with a third party that would restrict Grantee's ability to
perform its obligations under this subsection(c).
11.RESEARCH, EVALUATION AND MONITORING. The Trust may actively evaluate and monitor
the Grant through periodic reporting requirements and site visits. In addition, from time to
time The Trust may engage independent consultants or firms to conduct specific evaluation,
monitoring or research. Grantee agrees to participate in any research activities requested by
The Trust.
12.APPROVAL OF MAJOR SUBCONTRACTORS.Any subcontracts or other agreements for
performance of this work by Grantee with another person or entity for more than$10,000 in
the aggregate must be approved in writing by The Trust prior to execution.Such approval by
The Trust shall not relieve Grantee of any of its obligations under this Agreement,including the
obligation to ensure that such person or entity complies with the terms of this Agreement,and
all acts of such person or entity shall be deemed the acts of Grantee.Grantee must furnish a
copy of each executed subcontract or agreement to The Trust.
13.NO OBLIGATION TO THIRD PARTIES; NO ASSIGNMENT. The Trust expressly disclaims any
obligation to employees or independent contractors hired or engaged by Grantee to assist
Grantee in carrying out its obligations under this Contract. Employment or engagement of such
third parties is referred to in this paragraph as"engagement."
If Grantee elects to engage third parties for such purpose, Grantee will: (i) notify third parties
that their engagement is subject to the terms and conditions of this Contract, particularly the
right of The Trust to terminate its obligations under this Contract and discontinue funding; (ii)
include the following language in any written agreement between Grantee and any third party:
"[third party] hereby acknowledges that [Grantee]'s rights under this agreement are subject
to all the terms and conditions of a Grant Contract with The Colorado Trust ("The Trust").
[Third party] particularly understands that The Trust has the right to terminate its
obligations under the Grant Contract and discontinue funding. [Third party] agrees that The
Trust has no obligation whatsoever to [third party] for any monies payable to [Grantee] under
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the Grant Contract and [third party] agrees to look solely to [Grantee] for payment of any
claims [third party] may have.";
and (iii) hold The Trust harmless from any and all claims of third parties arising from or
relating to the Grant,this Contract or Grantee's agreement with any third party.
Th@ Trust and Grantee agree that they are the sole parties to this Contract and no third party
shall become a third party beneficiary of this Contract. Grantee may not assign this Contract
without the prior written consent of The Trust.
14.REPRESENTATIONS OF GRANTEE; COMPLIANCE WITH LAWS, RULES AND REGULATIONS;
INSURANCE;GOVERNING LAW.By signing this Contract,Grantee represents that
a) Grantee is in compliance with and, at all times will continue to be in compliance with, all
laws, rules, and regulations of the United States and of the State of Colorado that are
applicable to Grantee, including but not limited to: (i) the Code; (ii) Title VI of the Civil
Rights Act of 1964; (iii) Title IX of the Education Amendments Act of 1972; (iv) Section 504
of the Rehabilitation Act of 1973; 9v) the Age Discrimination Act of 1975; and (vi) the
Americans With Disabilities Act of 1990; [Grantee may explain in a separate written
document the reason(s) it believes it is exempt from compliance with any of these laws
and the written explanation will be included as a Special Condition applicable to the
Grant]
b) 1 Grantee is knowledgeable about the Executive Order 13224 and the USA Patriot Act of 2001
and agrees that no part of the Grant will be expended or re-granted so as to benefit any
person or organization with ties to terrorists.In order to serve the due diligence obligations
of The Trust, Grantee shall provide a list of proposed recipients of re-granted funds for The
Trust's prior approval. When requested, Grantee will provide current information
concerning its activities and that of the recipients of any re-granted funds;and
c) At all times, Grantee will maintain adequate liability insurance covering all of its activities
relating to the Grant.
d) Grantee's representations are true and may be relied upon by The Trust. Grantee will
immediately notify The Trust in writing if Grantee fails to comply with any provision of this
Contract or if any representation of Grantee is no longer true.
This Contract shall be construed and enforced according to the laws of the State of Colorado.
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