HomeMy WebLinkAboutC16-175 Walking Mountains Science CenterAGREEMENT BETWEEN EAGLE COUNTY, COLORADO
AND
IVALKING MOUNTAINS d/b/a WALKING MOUNTAINS SCIENCE CENTER
PERTAINING TO
GREAT OUTDOORS COLORADO GRANT FOR TTIE
EAGLE RIVER OUTDOOR I\TOVEI\IENT COALITION PROJECT
This Agreement ("Agreement") is made ,nir*-Lf-day of /Vln1 ,2016 by and
behveen Eagle County, Colorado, a body corporate and politic (hereinafter "County'') and
Walking Mountains a Colorado nonprofit corporation doing business as Walking Mountains
Science Center ( hereinafter "WMSC").
RECITALS
WHEREAS, WMSC submitted a project application to Great Outdoors Colorado ("GOCO")
to complete the Eagle River Outdoor Movement Coalition Project; and
WHEREAS, The Eagle River Outdoor Movement Coalition Project ("Project") seeks to
provide increased outdoor educational opportunities for the Eagle County youth: and
WHEREAS, COCO approved WMSC's application on October 23,2A15. subject to the
execution of a detailed Grant Agreement (defined belor.v); and
WHEREAS, WMSC may receive GOCO funds if managed through a fiscal agent
relationship with an eligible entity; and
WIIEREAS, County is an eligible entity and may serve as fiscal agent under the Grant
Agreement on belral{'of WMSC as par-t of the Project: and
WHEREAS, County and WMSC desire to set forlh their relationslrip in connection rvith the
grant ltom COCO ft:r the Project.
AGRENMENT
NOW, TI"IEREFOIIS, lirr good and valuable consideration as set lirrth herein arrd in tlre
Recitals, the ltartics ilgree as fullows:
l. County has or rvill cnter into a Granl Agreenrcnt with GOCO in conrrectiorr rvitlr tlre
Prclject in thc funn attachcd ns Enlrilli!,A which is incorporatsd hercin by rclcrcncc
("Grant Agrecment"). WMSC $grccs to bc bourtd by and rvill perlbnn thc Project in
contpliance rvith thc Crnnt Agrcemcnt.
Eagle County Ccmmissioners' Office
C16-175
2.
aJ.
4.
County will act as fiscal agent and in that role will administer ftnds from GOCO in
accordance with the Grant Agreement on behalf of WMSC. The grant by GOCO is an
amount not to exceed $75,000 (the "Crant Funds") and shall be used by WMSC to
complete the Project in conformity with the Project application and the Grant Agreement.
GOCO bears sole responsibility for detennining if tenns and conditions of the grant
award and Grant Agreement have been met and if funds should be dispersed to WMSC.
ln the event funds are disbursed to WMSC in advance and County or GOCO determine
that the funds should not have been dispersed or have not been used in accordance with
the Crant Agreement, WMSC shall promptly reimburse County or GOCO as applicable.
The parties acknowledge that WMSC will timely and satisfactorily perform the Eagle
River Outdoor Movement Coalition Project as proposed to and approved by GOCO and
will timely and satisfactorily perform any other requirements imposed by GOCO all as
set forth in the Grant Agreement. Those obligations shall be solely the responsibility of
WMSC.
County will execute the Grant Agreement with GOCO as fiscal agent for WMSC and
WMSC assumes all responsibility associated with the Grant Agreement.
By executing this Agreement WMSC and County agree that no financial obligation is
established and that no County funds rvill be tendered or lent to WMSC as part of the
Eagle River Outdoor Movement Coalition Project.
By executing this Agreement County does not waive any immunity or limitation of
liability contained in the Colorado Governmental Immunity Act.
WUSC shall be responsible for obtaining any matching funds and in-kind contributions
and Eagle County shall have no responsibility therefor, The Grant Funds, matching funds
anC in-tind Contributions for the Project rl*ll ull'br used by wMSC'ioleiy foiitigitte '
expenses approved by GOCO. Disbursernent of the Grant Funds by GOCO shall be
made on the basis of costs actually incurred by WMSC and supported by written
documentation. In the event GOCO fails to ftnd or withdraws funding for the Project,
Eagle County shall have no responsibility therefor and WMSC shall be solely responsible
forprompt repayrnent of the same.
WMSC ihall beresponiiUtt for ana shatt inalmnify, AetenA'anA fr;fa n tess, Eagle'
County and GOCO, their officers, agents and employees from any and all liabilities,
claims, demands, damages or costs (including legal fees) resulting from, growing out of,
or in any way connected with or incident to the Project, this Agreement, and/or the Grant
f.
6.
n
9.
Agreement. WMSC liereby waives any and all rights to any type of express or implied
indemnity or right of contribution from the County or GOCO, the State of Colorado, its
members, officers, agents or employees, for any liability resulting from, grorving out of,
or in any way connected rvith or incident to the Project, this Agreement, andlor Crant
Agreement.
WMSC further agrees to indemnify and hold County harmless in the event a breach of
the Grant Agreement and agrees to take all steps necessary to remedy any breach or
alleged breach such that County is not adversely affected by any decision of GOCO in
connection rvith a breach or alleged breach by WMSC.
10. Notice. Any notice required by this Agreement shall be deemed properly delivered when
(i) personally delivered, or (ii) rvhen mailed in the United States mail, first class postage
prepaid, or (iii) rvhen delivered by FedEx or other comparable courier service, charges
prepaid, to the parties at their respective addresses listed below, or (iv) rvhen sent via
facsirnile so long as the sending party can provide facsimile machine or other
confirmation shorving the date, time and receiving facsimile number for the transmission,
or (r') r,vhen transmitted via e-mail rvith conhrmation of receipt. Either party may change
its address for purposes of this paragraph by giving five (5) days prior uritten notice of
such ehange to the otlrer party.
COUNTY:
Eagle Coungi, Colorado
Attention: Toby Spnurk, Open Space Director
500 Broadrvay
Post Oflice Box 850
Eagle, CO 81631
Telephone: 970-3 28-869 I
Facsimile: 970-328-7 I 85
E-M ail : Toby.Sprunk@eaglecounty.us
Witlr a capy to:
Eagle Courrty Attorney
500 Broadway
Post Ollice Box 850
Eaglc, Co 8163 l
Tclephone: 970-1 2tl-8685
f:acsimilc: 970-328-8699
E-Mai | : atty@caglccounty. us
WMSC:
Gina Ganett, Grants Program Manager
970-827-9725, x130
gina g@rvalki$gmountains.org
Markian Feduschak, President
970-306-0560
rnark i anf@W.qlki n gao.ltntai ns. ors
PO Box 81620
Avon, CO 81620
Fax: 970-827-9730
I l. Termin+tion. County may terminate this Agreement, in whole or in part, at any time and
for any reason, with or without cause, and without penalty therefor with thirty (30)
calendar days'prior written notice to the WMSC. :
12. Venpp.. JUrisdiction and Applicable Law. Any and all claims, disputes or controversies
related to this Agreement, or breach thereof, shall be litigated in the District Court for
Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation,
unless litigation is brought by GOCO in connection with the Grant Agreement., This
Agreement shall be construed and interpreted under and shall be govemed by the laws of
the State of Colorado. In the event of any litigation under the Grant Agreement, County
shall have the right, but not the obligation, to join WMSC in that litigation.
13. Exgggfion bv Countero-arts: Electronic Signatqfes, This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all of which
shall constitute one and the same instrument. The parties opproi" the use of electronic
signatures for execution of this Agreement. Only the following two forms of electronic
iignatures shittlUe permitted to bina the partiesito this Aereemeni: 1if ettctronii or
facsimile delivery of a fully executed copy of the signature page; (ii) the image of the
signature of an authorized signer inserted onto PDF format documents. All documents
must be properly notarized, if applicable. All use of electronic signatures shall be
governed by the Uniform Electronic Transactions Act, C.R.S .2+7L 3-101 to l2l.
14. Other Contract Requirements and WMSC Representations.
a, V/MSC has familiarized itself with the nature and extent of the Project and Grant
Agreement and requirements ofthis Agreement and with all local conditions, federal,
state and local laws, ordinances, rules and regulations that in any manner affect cost,
progress, or performance of the Project.
b. WMSC shall be responsible for the completeness and accuracy of the Project and
its compliance rvith the Grant Agreernent and shall correct, at its sole expense, all
signifieant errors and omissions in its performance. The fact that the County has
accepted the role of fiscal agent shall not relieve WMSC of any of its responsibilities.
WMSC shall perform the Project in a skillful, professional and competent manner and in
accordance rvitli the standard of care, skill and diligence applicable to WMSC. WMSC
represents and rvarrants that it has the expertise and personnel necessary to properly
perform the Project and shall comply with the highest standards of customer service to
the public. WMSC shall provide appropriate supervision to its employees to ensure the
Project is performed in accordance rvith this Agreement and the Grant Agreement or
other GOCO requirements. This paragraph shall survive termination of this Agreement.
c. WMSC agrees to rvork in an expeditious manner, within the sound exercise of its
judgment and professional standards, in the performance of this Agreement. Time is of
the essence rvith respect to this Agreement and the Grant Agreement. WMSC shall
complete tlie Project in a tirnely fasliion, in a good and rvorkmanlike manner, and
consistent with the Grant Agreement, this Agreement and any approvals from GOCO
related to the Project,
d. WMSC shall complete the Project no later than July 76,7017 or shall otherwise
comply with GOCO's Overdue Grants Policy.
e. This Agreement constitutes an agreement for performance of the Project by
WMSC as an independent contractclr and not as an employee of County. Nothing
contained in this Agreement shall be deemed to create a relationship ol'employer-
employee, master-servant, parinership, joint venture or any other relationship betwecn
County and WMSC and WMSC shall have no authority to bind County.
n WMSC represcnts and rvarrants that at all times in ths performance of the
Sen'ices. WMSC shall comply u,ith any and all applicable laws. codes, rules and
regulatiotts including tlrose relating to nondiscrirnination and regulatory requircments or
state or federal mandates irnposed under the law or through the 6rant. Agrcement. WMSC
flgrces tlrat it ancl its contractors shall not unlawfully cliscrirninate against any cnr;rloyce
or applicant ltrr eniployment becrause of race, religion, color, national origin, ancestry,
pltysical hanclicnp. medical cnnclition, marital slatus, oge, or scx.
g. This Agreenrent uncl tlre Crant Agrccmcnt contnin tlre entin: $grecmcnt betrvecn
thc par:tics rvitlt rcspect to thc sulrject mnttcr hcreol'nnd supcrscrlcs nll eithcr agrcemcnt.s
or unclerstanding bettvcctl thc ptrtics r.vitlr rcspect thcrcto.
h. WMSC shall not assign any portion of this Agreement without the prior written
consent of the County and in accordance with the Grant Agreement. Any attempt to
assign this Agreement without such consent shall be void.
i. This Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective permitted assigns and successors in interest. Enforcernent of
this Agreement and all rights and obligations hereunder are reserved solely for the
parties, and not to any third party except GOCO.
j. No failure or delay by either party in tlre exercise of any right hereunder shall
constitute a waiver thereof, No waiver of any breach shall be deemed a rvaiver of any
preceding or succeeding breach.
k. The invalidity, illegality or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision hereof.
l. The signatories to this Agreement aver to their knowledge no employee of the
County has any personal or beneficial interest rvhatsoever in the Project described in this
Agreement. The WMSC has no beneficial interest, direct or indirect, that would conflict
in any manner or degree with the performance of the Project and WMSC shall not'
employ any person having such known interests.
WMSC shall maintain appropriate insurance during the performance of its duties.
n. WMSC shall maintain standard financial accounts, documents, and records
relating to the use, management, and operation of the Project. The accounts, documents,
and records related to the Project shall be retained by WMSC for five (5) years following
the date of disbursement of funds under this Agreement. GOCO or County shall have the
right, upon reasonable notiCe to,WMSC, to audit ttre 6ooki and records of WMSC wtriifr
pertain to the Project and to the use and disposition of Grant funds.,
:
o. WMSC shall not materially modify the Project or Project budget rvithout prior
approval from GOCo and shall notifo County and GoCo in the event there is a
reasonable probability that the Project will not or cannot be completed as set forth
WMSC's Project Application.
p. WMSC will provide County with a complete copy of its Project Application
immediately upon request by Eagle County.
15.
q. ln the event of a breach of this Agreement. County shall have all remedies
available to it at law and in equit-v, including specific performance.
r. County is not funding any obligations under this Agreement or the Crant
Agreement and County is not entering into a loan agreement or multi-year fiscal
agreement rvith GOCO on behalf of WMSC. County shall have no obligations under this
Agreement after, nor shall any payments be made to WMSC in respect of any period after
December 31 of any year, without an appropriation therefor by County in accordance
rvith a budget adopted by the Board of County Commissioners in compliance rvith Article
25, title 30 of the Colorado Revised Statutes, the Local Govemment Budget Law (C.R.S.
29-l-101 et, seq,) and the TABOR Amendment (Colorado Constitution, Article X, Sec.
20).
s, Any provisions of this Agreement rvhich requires performance after the date of
cornpletion of the Project shall continue in full force and effect.
Prohibitions on Government Contracts.
As used in this Section 15. the tenn undocumented individual rvill refer to those
individuals liom foreign countries not legally within the United States as set forth in
C.R.S. 8-17.5-101, et. se(l.lf WMSC has any employees orsubcontractors, WMSC shall
comply rvith C.R.S. 8-17.5-101, et. seg., and this Agreement. By execution of this
Agreement, WMSC certities that it does not knowingly employ or contract rvitlr an
undocumented individual rvho rvill perform under this Agreement and that WMSC rvill
participate in the E-verify Program or other Department of Labor and Employrent
program ("Department Program") in ordcr to confirm the eligibility of all employees rvho
are newly hircd for employrnent to perfonn under this Agreement.
W]\'{SC shall not:
i. Knowingly ctnploy or contract with an undocumcnted individual to
perltrnn under tlris Agreerncnt; or
ii. Enter into a subcontract that lails to certify to WMSC that tlrc
subcontractor shall not knowingly cmploy or contract with nrr unclocumentccl individutl
tei perftrnn rvork unclcr the public ceintract.
b. WMSC has confirnrcd the cnrploynent cligibility ol'all cmployecs who arc newty
Itirccl lirr cmplctyncnt to pcrlirnn undcr thi.s Agrecment through participation in ilrc D-
Vcriiy Program or Dcpartntent Progrnnr, ls admini.rtcrecl by thc Unitecl States
Department of Homeland Security. Information on applying for the E-veri$ program
can be found at:
http://wwrv.dhs.qov/xprevprot/pro grarns/gc-l 1 8522 i 678 I 50.shtm.
c. WMSC shall not use either the E-verify program or other Department Program
procedures to undertake pre-ernployment screening of job applicants while the public
contract is being perfonned.
d. If WMSC obtains actual knowledge that a subcontractor performing work under
the public contract knowingly employs or contracts with an undocumented individual,
WMSC shall be required to:
i. Notiff the subcontractor and County within three (3) days that WMSC has
actual knowledge that the subcontractor is emplolng or contracting rvith an
undocurnented individual; and , :
ii. Terminate the subcontract with the subcontractor if within three days of
receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the
subcontractor does not stop ernploying or contracting with the undocumented individual;
exgept that WMSC stall not telminate the contract with the subcoptractor if during slch
three (3) days the subcontractor provides information to establish that the subcontractor
has not knowingly employed or contracted rvith an undocumented individual.
e. WMSC shall comply with any reasonable request by the Department of Labor and
Ernployment made in the course of an investigation that the departrnent is undertaking
pursuant to its authority established in C.R.S. 8-17.5-102(5).
t, If WMSC violates these prohibitions, County may terminate the Agreement for
breach of contract. If the Agreement is so terminated specifically for breach of this
provision of this Agreement, WMSC shall be liable for actual and consequential damages
to County as required by law.
g. County will notify the Colorado Secretary of State if WMSC violates this
provision of this Agreement and County terminates the Agreement for such breach.
[rest of page intentionally left blankJ
THIS AGREEMENT is effective as of the day and year first set forth above.
COLTNTY OF EAGLE, STATE OF COLORADO
By and Through lts BOARD OF COUNry
COMMISSIONERS
WALKINC MOUNTAINS dlbla Walking
Mountains Science Center
By:
Markian Feduschak. Director
Attest:
(9.
Teak J, Simonton, Clerk to tlre Board
EXHIBIT A
GRANT AGREEMENT
10
GRANT AGREEMENT
Project Name:
Contract Number:
Completion Date:
Eagle River Outdoor Movement Coalition
16490
July 26,2017
Board:
Address:
Grantee:
Address:
PARTIES TO AGREEMENT:
The State Board of the Great Outdoors Colorado Trust Fund
303 East 17th Avenue, Suite 1060
Denver, CO 80203
Eagle County, acting as fiscal agent for Walking Mountains
500 Broadway, Post Office Box 850
Eagle, CO 81631
CONTEXT OF AGREEMENT:
A. The State Board of the Great Outdoors Colorado Trust Fund (refened to herein as
"GOCO" or the "Board") is a political subdivision of the State of Colorado, created by Anicle
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 the Board and directs
the Board to invest those proceeds in the State's parks, wildlife, open space and recreational
resources.
B. In 1994, the Board created a statewide grant program, pursuant to which eligible
entities could apply for grants to plan for local goverrrment parks and outdoor recreation projects to
which Grantee responded with a detailed application (the "Project Application").
C. Grantee submitted a Project Application to the Board which contemplates the
execution of the project entitled and described above (the "Project"). The Project is briefly
described in the Project Summary attached hereto as Exhibit A. The parties acknowledge that they
have on file a complete copy of the Project Application, which is incorporated herein by reference.
D. The Board approved Grantee's Project Application on October 23,2015, subject to
the execution of a detailed grant agreement, and subject to the terms and conditions set forth herein.
The parties intend this agreement to be the detailed final grant agreement required by the Board
(the "Agreement").
EXHIBIT A
AGREEMENT
NOW, THEREFORE, in consideration of the parties' mutual covenants 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. Representations and Warranties of Grantee.
a. Grantee is a County, duly organized in accordance with the laws of Colorado and has full
and lawful authority to enter into, and comply with the terms of, this Agreement.
b. Grantee's goveming body has authorized entering into this Agreement as evidenced by the
resolution attached hereto as Exhibit B.
3. Grant and Projeet. Subject to the terms and conditions set forth in this Agreement, the
Board hereby awards to Grantee a sum not to exceed $75,000.00 (the "Grant"). The Grant shall be
used by Grantee solely to complete the Project, in substantial conformity with the Project
Application.
4. Project Scope. Grantee shall not materially modifu the Project or the Project budget
(attached hereto as Exhibit C, the "Budget") without the prior written approval of the Executive
Director of GOCO ("Executive Director") or the Executive Director's designee, such approval to
be in GOCO's sole discretion. Any material modification to the Project undertaken without
GOCO's prior written consent may be deemed a breach of this Agreement by GOCO, entitling
GOCO to all remedies available under this Agreement. If Grantee determines with reasonable
probability that the Project will not or cannot be completed as reflected in the Project Application,
Grantee will promptly so advise the Board, and cooperate in good faith to seek a resolution before
any further funds are advanced.
5, Grantee Efforts. Grantee shall complete the Project in a timely fashion, in a good and
workmanlike manner, and consistent with this Agreement and GOCO's approvals related to the
Project.
6, Completion Date. Grantee shall complete the Project and submit its Final Report no later
than July 26,2017 (the "Completion Date"). Grantee may request an extension of the Completion
Date in compliance with GOCO's Overdue Grants Policy, which is attached as Exhibit D
("Overdue Grants Policy"). If Grantee determines with reasonable probability that the Project will
not or cannot be completed by the Completion Date or any extended completion date, Grantee will
promptly so advise the Board, and cooperate in good faith to seek a resolution before any further
funds are advanced.
7. Matchine Funds. Grantee shall obtain the matching cash and in-kind contributions for the
Project as reflected in the Budget and as required by GOCO policy, and shall provide such
evidence of the same as GOCO may require in its discretion from time-to-time.
8. Disbursement of Funds.
a. Advance Payment: If Grantee opts to receive a portion of the Grant funds prior to beginning
work on the Project (an "Advance Payment"), Grantee shall provide GOCO with the
documentation and calculations described in GOCO's Advance Payment Request Form (available
at www.goco.org or by contacting GOCO). GOCO may, in its discretion, request additional
documentation to support making an Advance Payment. An Advance Payment shall not exceed
GOCO's percentage of expected overall costs (as determined by the GOCO-approved budget)
applied to the value of documented eligible expenses or 50Yo of the Grant, whichever is less.
Should this grant agreement be terminated, any advance payment distributed will have to be
retumed to GOCO. If Grantee opts to receive an Advance Payment, it may not receive a Progress
Payment (as defined below),
b. Progress Payment: If Grantee has opted to forego an Advance Payment and has opted to
receive a portion of the Grant funds after starting but prior to completing work on the Project (a
"Progress Payment"), Grantee shall provide GOCO with a progress report detailing expenditures
and progress made to date ("Progress Report"). The Progress Report must be submitted using
GOCO's Progress Report form (available at www.goco.ors orby contacting GOCO). GOCO may,
in its discretion, request additional documentation to support making a Progress Payment. A
Progress Payment shall not exceed 75Yo of the funds expended to date for the Project or 50% of the
Grant, whichever is less. Should this grant agreement be terminated, any advance payment
distributed will have to be retumed to GOCO. If Grantee received an Advance payment, it may not
receive a Progress Payment.
c. Final Payment: Once the Project is complete, Grantee shall submit a final report to GOCO
detailing the accomplishments of and expenditures related to the Project (the "Final Report"). The
Project is "complete" when all the tasks and final products contemplated in the Project Application
have been completed. The Final Report must be submitted using GOCO's Final Report form
(available at www.qoco.orq or by contacting GOCO). GOCO may, in its discretion, request
additional documentation before its approval of the contents of the Final Report. Upon GOCO's
review and approval of the Final Report, GOCO shall pay the outstanding balance on the Grant (the
"Final Palnnent"), subject to any reductions contemplated by any provision of this Agreement.
9' Conditions for Disbursement of Funds. Except as provided in Paragraph 10 below, the
Grant is subject to the following requirements and conditions.
a. The Grant and all matching funds shall be used only for eligible expenses approved bycoco.
b. Disbursement of Grant funds shall be made on the basis of costs actually incurred by
Grantee and supported by written documentation (receipts, bills, etc.).
c. Except as otherwise agreed to in advance by GOCO in accordance with the terms of this
Agreement, no material modifications may be made to the Project. Material modifications to the
Project to which GOCO has not agreed may result in a reduction in the Grant. "Material
modifications" may include, but are not necessarily limited to, a reduction in the total cost of the
Project, a reduction in the scope of the anticipated planning process (for example, elimination of an
element of a master plan), or any other variance from the Project as presented in the Project
Application. It is the sole responsibility of Grantee to inform GOCO of any such modifications to
the Project. GOCO strongly encourages Grantee to contact GOCO in writing when it becomes
aware of or wishes to make any such modifications, however seemingly minor, to the Project.
10. Waiver. The Executive Director or the Executive Director's designee may in such person's
discretion, waive or agree to modif,i one or more of the obligations in sections 8, 9, and l6 of the
Agreement, or may permit performance of one or more of such obligations subsequent to
disbursement.
I I . Palment of Grant Subject to Sufficient Net Lottery Proceeds. Payment of the Grant is
subject to GOCO's determination in its sole discretion that it has received and has available
suffrcient net lottery proceeds to fund the Grant. In determining the sufficiency of net lottery
proceeds, GOCO may consider all facts and circumstances as it deems necessary or desirable in its
discretion, including, but not limited to, adequate reserves, funding requirements and/or
commitrnents for other past, current and future grants, and past, current and fufure GOCO
operating expenses and budgetary needs.
12. Compliance with Rezulatory Requirements and Federal and State Mandates. The 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,
prefened vendor programs, equal employment opportunity, use of competitive bidding, and other
similar requirements To the extent permitted by law, the Grantee will indemnify the Board from
any liability or any failure to comply with any such applicable requirements.
13. Nondiscrimination. During the performance of this agreement, the 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. The Grantee and its contractors shall ensure that the evaluation and
treatment of their employees and applicants for employment are free of such discrimination.
14. Publicity and Project Information.
a. Grantee shall acknowledge Board funding in all publicity issued by it concerning the
Project.
b. Grantee shall cooperate with the Board in preparing public information pieces.
c. Grantee shall give the Board the right and opportunity to use information gained from the
Project.
d. If Grantee uses the Grant to create, maintain, or update its website or uses its website to
disseminate information about the Project, Grantee shall acknowledge Board funding on its
website.
e. If Grantee uses the Grant to create, publish, or update any written material or uses such
written material to disseminate information about the Project, Grantee shall acknowledge Board
funding in the written material.
f. If any events are planned in relationship to or as part of the Project, Grantee shall
acknowledge the Board as a contributor to the event and shall notifu the Board at least thirty (30)
days prior to the event.
15. Liability.
a. Grantee shall be responsible for, and to the extent permitted by law (including any
constitutional or statutory limitations on the ability of a governmental entity to provide
indemnification), indemnifr, defend and hold harmless the Board, its officers, agents and
employees from any and all liabilities, claims, demands, damages or costs (including reasonable
legal 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, the Board, 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. Grantee acknowledges that Grantee is the owner of
the Project and the Property upon which it is located, or has control of the Project and the Property,
and that GOCO neither possesses nor controls the Project, the Property, nor the operations of the
Project.
b. 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 the Board under the Colorado
Govemmental Immunity Act ("CGIA") 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). This provision may apply to Grantee if Grantee qualifies for protection
under the Colorado Governmental Immunity Act, C.R.S. $24-10-101 et seq. The Board and
Grantee understand and agree that liability for claims for injuries to persons or property arising out
of the negligence of the Board, 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 the Board, its members, officers, agents and employees.
16. Audits and Accounting. Grantee shall maintain standard financial accounts, documents,
and records relating to the use, management, and operation of the Project. The accounts,
documents, and records related to the Project shall be retained by the Grantee for five (5) years
following the date of disbursement of funds under this Agreement. The Board, or its designated
agent, shall have the right, upon reasonable notice to the Grantee, to audit the books and records of
Grantee which pertain to the Project and to the use and disposition of Board funds. The Grantee
may use any accounting systern which follows the guidelines of "Generally Accepted Accounting
Practices" published by the American Institute of Certified Public Accountants.
17. Withdrawal of Board Fundine. Anything else in this Agreement or otherwise to the
contrary notwithstanding, the Board may withdraw, in whole or in part, the Grant and/or terminate
this Agreement, and/or seek a refund of payments already made if the Board determines in its
discretion that:
a. facts have arisen or situations have occurred that fundamentally alter the expectations of
the parties or make the purposes for the Grant as contemplated infeasible or impractical;
b. any material modifications in the scope or nature of the Project have occurred from that
which was presented in the Project Application and such material modifications have not received
the prior written approval of GOCO;
c. any statement or representation made by Grantee in the Project Application, this
Agteement, the Advance Payment documentation, the Progress Report, the Final Report, or
otherwise is untrue, inaccurate or incomplete in any material respect;
d. the results of GOCO's review of the Advance Payment documentation, the Progress Report,
or the Final Report are not acceptable to GOCO;
e. the Project will not or cannot be completed by the Completion Date or any extensions
granted thereto or delays in the implementation of the Project have occurred which, in the Board's
judgment, make the Project impracticable;
f. the Project will not or cannot be completed within the Budget or any approved
modifications, or the total Project cost and/or Grantee's matching funding are reduced;
g. sufficient net lottery proceeds are not available to fund the Grant.
18. Breach.
a. In the event that Grantee breaches any of the terms, covenants, representations, or
conditions of this Agreement, the Board may elect to enforce any and all remedies available at law
or in equity, including without limitation, any of the following:
i. Prior to payment of Grant:
projects.
ii.
A. Withdraw the Grant and terminate this Agreement; and,
B. Deny Grantee eligibility for participation in future Board grants, loans or
After payment (partial or full) of Grant:
A. Deny Grantee eligibility for participation in future Board grants, loans or
projects;
B. Seek specific performance of Grantee obligations under this Agreement;
C. Receive reimbursement in full of disbursement made under the Grant.
b. The foregoing remedies are cumulative and may be exercised independently or in
combination and are not exclusive to one another or to any other remedies available at law or in
equity. In the event GOCO must pursue any remedy hereunder and is the substantially prevailing
party, GOCO shall be awarded its costs and reasonable legal fees, including costs of collection.
19. Good Faith. There is an obligation of good faith on the part of both parties, including the
obligation to make timely communication of information which may reasonably be believed to be
material to the other party.
20. Assisnment. Grantee may not assign its rights under this Agreement without the consent of
the Board, which consent shall be in the discretion of the Board. Any assignment shall require, at a
minimum, that the assignee is eligible to receive grants from the Board and assumes Grantee's
ongoing obligations under this Agreement.
21. Applicable Law. This Agreement shall be govemed by the laws of the State of Colorado
and venue for any dispute hereunder shall lie exclusively in the State Courts of the City and County
of Denver.
22. No Joint Venture. Nothing in this Agreement shall be construed to create a joint venture,
partnership, employer/employee or other relationship between the parties hereto other than
independent contracting parties. Except as permitted under the remedies provisions hereunder,
neither party shall have the express or implied right to act for, on behalf of, or in the name of the
other party.
23. Severability. If any provision of this Agreement, or the application thereof, is found to be
invalid, the remainder of the provisions of this Agreement, or the application of such provision,
other than those as to which it is found to be invalid, shall remain in full force and effect.
24. Time is of the Essence. Time is of the essence in this Agreement.
25. Survival. The terms and provisions of this Agreement and the parties' covenants hereunder
shall survive the funding of the Grant and the completion of the Project.
26. 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 agtee to recognize signatures of this Agreement transmitted by telecopy or
e-mail as if they were original signatures.
May 24
EXHIBIT A
Project Summary
k:18 OverallScore:12.25 GOCOStaffScore: l0 ReviewerAverage:14.5
Grantee: Eagle County
Project Title: Eagle River Outdoor Movement CoalitionCounty: Eagle
Log#: 16490
Fundine Summarv:$25,050Applicant Funding
Partner(s) Funding
GOCO Grant Amount
Total Project Cost
s75.000
$ 100.050
Proiect Description:
It will take a concerted, collaborative, community-wide effort to shift the tides of nature deficit disorder
across the state of Colorado. The Eagle Valley and its education and recreation partners are well positioned
to take a leadership role in developing a collaborative and replicable model to connect kids to nature across
the state.
Our strength in the Eagle Valley is two-fold: we have the striking natural surroundings critical to engaging
the entire community; and we have high-quality non-profit organizations with a shared vision that, through
collaboration, will provide a holistic approach to a child's well-being by addressing the intellectual, social,
emotional, spiritrnal, physical and mental facets of experiencing nature. With GOCO's support, we believe
our community will serve as a role-model for other communities throughout the State of Colorado and
beyond. GOCO's mission to inspire youth to engage in nature is synergistic with the mission of Walking
Mountains Science Center (WMSC): To awaken a sense of wonder and inspire environmental stewardship
& sustainability through natural science education. For close to 18 years, WMSC has reached thousands of
kids from K-12 through experiential, place based learning in nature that has led to deeper appreciation for
and connection to our natural surroundings. Given WMSC's longstanding relationships in the Eagle Valley
we are well poised to serve as the "hub" for this efFort in our region and bring together partner
organizations who are serving our community in complementary yet different ways. Together, we can
deliver on GOCO's Inspire Initiative in an impactful and sustainable way that will benefit generations to
come. This eflort is greater than one individual or organization, it is truly the Eagle Valley OUTDOOR
Movement. All coalition members share one vision and one ultimate goal. This "movement" will create a
network of allies that share talent, expertise, power and are committed to taking action.
Through this project, the Eagle Valley Outdoor Movement Coalition (EVOMC), will be created and
together will develop a master plan to provide opportunities for underserved youth to develop meaningful
connection to the outdoors. The proposed project will ensure all underserved youth experience the
outdoors by developing and implementing the following:
l. Youth Engagement and Empowerment through the establishment of a youth action goup focused on
identiffing and addressing the current challenges related to outdoor access within our underserved
communities.
2. Community Conneetions, building on existing trusted relationships with community based organizations
already serving families of underserved youth successfully. Through this project organizations will utilize
existing outreach eflorts to parents and actively involve them in the project activities.
3. Let's go Outside, K-12 Cuniculum plan that includes exposure to new outdoor leaming experiences and
service leaming through a collaborative program design effort, highlighting the many outdoor places
within our community.
Through this planning and implementation process connecting underserved youth to the outdoors will
become a priority for community leadership and be seen as vital for the well-being of individuals, our
community and the State of Colorado as a whole. A structure and system that aligns community resources
to effectively support underserved youth engagement in the outdoors will be established.
Staff and Peer Reviewer Comments:
StaffComments:
It is compelling to learn about the gap between affluent families and families of need in the Eagle Valley.
To make this proposal competitive, the application should identify the top one or two areas of greatest
need in the Eagle Valley and focus their efforts there.
The discussion of places is extremely limited and provides little insight into existing opportunity and
potential in the towns mentioned: Vail, Minturn, Eagle-Vail, Avon, Edwards, Eagle, Gypsum and Dotsero.
Does the coalition envision backyard places in each town? Are there certain neighborhoods or towns that
are in more need than others? what is their vision for improvements to places?
More information on how effective Walking Mountains Science Center is at reaching underserved
communities and their experience with working with underserved communities would be useful. Does
WMSC have the trusted relationships necessary to make an effort like this succeed?
Representation from a Latino focused organization appears to be missing from their coalition. While the
work InteGreat! is doing is commendable, it is unclear whether that collective is representative of the
underserved cornmunitv.
Reviewer Comments:
The coalition presents a compelling vision for K-12 programming that is also supported by additional
recreational activities.
The coalition recognizes there are barriers for the underserved community, but knows little about how to
specifically address them. Compared to other projects, this proposal was thin on specifics, metrics and
means to achieve them. The coalition has a strong foundation, they just need more time.
Recommendation and Feedback
Staffrecommends a level 2 planning grant to provide the coalition more time to:
' Identify the top one or two areas of greatest need and focus their efforts there.
. Engage the community to identi$, barriers to outdoor connections and drive solutions for backvard
places, programs and pathways.
' Diversify their coalition to include grassroots representation from the communities they choose to serve.
EXHIBIT B
RESOLUTION (REQUIRED)
Commissioner Cbi u1_,moved adoption
of the following Resolution:
BOARD OF COUNTY COMMISSIONERS
COUNTY OF EAGLE, STATE OF COLORADO
RESOLUTION NO 2016-
RESOLUTION SUPPORTING THE GRANT AGREEMENT BETWEEN EAGLE
COUNTY,ACTING AS FISCAL AGENT, ON BEHALF OF WALKING MOUNTAINS
SCIENCE CENTER AND THE STATE BOARD OF THE GREAT OUTDOORS
COLORADO TRUST FUND
WHEREAS, Eagle County cooperated with Walking Mountains Science Center
WMSC") in the submission of a grant application to Great Outdoors Colorado ("GOCO") to
increase outdoor education opportunities to the children of Eagle County through the Eagle River
Outdoor Movement Coalition Project("Project"); and
WHEREAS, GOCO selected WMSC's proposal for funding(the"Grant"); and
WHEREAS, Eagle County is an eligible recipient of GOCO funds and has been asked by
WMSC and GOCO to serve as a fiscal agent for the Grant; and
WHEREAS, Eagle County supports the goals of the Project and is willing to serve as
fiscal agent in support of WMSC; and
WHEREAS, Eagle County Board of County Commissioners ("Board") desires to
authorize the use of Eagle County staff time as necessary to act as fiscal agent under the Grant
and authorize any of its commissioners to execute a Grant agreement with GOCO in connection
with the Project.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
the County of Eagle, State of Colorado:
THAT, the Board authorizes Eagle County to act as fiscal agent for the benefit of the
WMSC in connection with the Grant.
THAT, the Board hereby authorizes the use of Eagle County staff time as necessary to act
as fiscal agent under the Grant and authorizes any commissioner to execute a Grant agreement
with GOCO.
APPROoi
D AS TO F RM
By: l,C .e/.Lri!`/ /
Eagle Linty Attorney s Office
By:
Eagle County Commissioners' Office
THAT,the Board finds, determines and declares that this Resolution is necessary for the
public health, safety and welfare of the residents of the County of Eagle, State of Colorado.
MOVED AND ADOPTED by the Board of County Commissioners of the County of
Eagle, State of Colorado, at its regular meeting held the 14 day of wt44`-t , 2016.
COUNTY OF EAGLE, STATE OF COLORADO,
By and Through Its BOARD OF COUNTY
COMMISSIONERS
ATTEST: di mate
s
I1444-1 . l IAA-A4._.,,
le By:
Clerk to the Board of 1/110
e McQueeney
County Commissioners
IF,`-+'•
Jillian . Ryan
Co , issio -
II1i.
Kathy C +.ler-Henry
Commissioner
Commissioner Vitd.Quk 4...ik„i seconded adoption of the foregoing resolution. The roll having
been called, the vote was as follows:
Commissioner McQueeney V1-44 M
Commissioner Ryan 4-1/7$(4.-1. j
Commissioner Chandler-Henry
Z
The Resolution passed by ' V vote of the Board of County Commissioners of the County of Eagle,
State of Colorado.
Eagle Valley Outdoor Movement Coalition
lliinGlihe
,i
o"t. s".oiuai-
'.i
t:'ifi
ii;r,
CASH
Great Outdoors Colorado Oct-15 $75,000 $75.000.00
EVOMC Oct-15 10,000.00 $ 10,000.00
IN:KIND .!
Walking Mountains Science Center Oct-15 3,500.0($3.500.00
Eagle County Schools Oct-15 1,500.0c s 1.500.00
EVOMC members Oct-I5 10,050.0c $ 10.050.00
''''ir'-.;:r::rrii -.
IOTALT SO['RCE. OF'FIIIIDS ,$..?5j050;00 " $10_0i0s9.,00
Personnel
Project P-acilitator Facilitates olannins orocess lodo6eizdl6;ldn2dii $30,000 $30-000.0(
Data Analvsl DeveloDs and implements evaluation plan October 201s-July 2017 $7,s00 $7.500.0(\ Ltatson Ocotober 201 5-Julv 201 $5,000 $s.000.0(
r-ead Coalition Members l-3 hours a week dodicated to planning Orctober 2011-Julv 201 $2 |,750 $2 | ,7s0.0(
Coalrtion l(ork proup St monthly meetinss. travel. etc.Ocotober 201&July 201 $6,000 $6.000.0(
Marketins
Print Mateials October 201i-July 2017 2,000.00 $2,000.0(
Newspaper ads October 2015-Julv 2017 2,250.00 $2.250.0(
Email campaisn uctober 2015-July 2017 250.00 s250.0(
Meetinss
uaterials/supplies iocus(4). student(7). coalition meetines( I 0)October 2015-July 201i $2.50(l,500.00 $4.000.0(
Professional Development
Coalition Meetine How to work with culturallv diverse Jan-l6 $7s($750.0c
Coalition Meetine Engaging youth in the outdoors Jun-l6 $75($750.0c
lnformal program evaluation Nov-l6 $7s($750.0c
Assett Maonins
hteGreat! ssset map rdd to this already established project Nov-l5 $4,000 $4,000.0c
USE OF FT.JI\DS . CASE SUBTOTAL :'S75:O0O]O0 $10.000:00 s85-000-00
UseofFunds ,,-il,
Lead Coalitlon Members Additional work to support proiect- estimated $30/hr x 200hrs.$6.000 $6.000.00
Coalition members Additionsl work to support proiect- estimated $30/hr. x l3Shrs $4.0s0 $4.050.00
wMsc/Ecs Meeting space- 4 focus grouD meetines $5.000 $5.000.00
7 student action group meetings, l0 coalition meetings
usE oF FUNDS IIN-KIIYD SUBTOTAL .;:$15.050.00
TOTAL PROJECT COST $75,000.00 $25.050:00 $100.0s0.00
wGoco
GREAT OUTDOORS COLORADO
GREAT OUTDOORS
COLORADO POLICIES &
PROCEDURES MANUAL
Policy:Overdue
Grants
Approval Date:June I l,2013
D
r)
PURPOSE
Great Outdoors Colorado (GOCO) understands that there are unforeseen circumstances that
may interfere with a grantee's ability to complete a project by the project completion date set
forth in the Grant Agreement. The Overdue Grants Policy outlines the options available to
grantees to extend a grant deadline and the procedures associated with submitting grant
extension requests.
POLICY STATEMENT
A grantee has two options to extend the project completion date in the Grant Agreement: a
staffextension or a Board extension. Staffcan grant an extension for at least 90 days and up
to the date of the next scheduled GOCO Board meeting beyond that 90 days. If the grantee
needs more time than that, the grantee must request a Board extension. GOCO expects the
grantee to request the appropriate amount of time needed to complete the project. A grantee
can request a second Board extension ifneeded, although this is not a favorable action.
Failure to complete a project by the original due date, or by any extended due dates
authorized by staff or Board, may result in the de-authorization of the grant by the Board and
a suspension from applyrng in future grant cycles.
PROCEDURES
A) StaffExtensions
The grantee must submit a request for a staffextension prior to the original project
completion date via email or postal mail to GOCO staff
Requests must include the following: a) grantee name b) project title c) contract
number from the grant agreement d) original project completion date e) percent of
project completion to date or due diligence items completed to date for land
acquisitions f) reason for delay g) estimated date of project completion or closing g)
estimated date of final report submission to GOCO, if applicable.
A grantee may only request one staff extension.
If the grantee needs an extension for longer than the time provided by a staff
extension, the grantee can forgo the staff extension and request a Board extension.
ilr)
EXHIBIT D
Overdue Grants Policv
ffiGOCO
GREAT OUTDOORS COLORADO
GREAT OUTDOORS
COLORADO POLICIES &
PROCEDURES MANUAL
Policy:Overdue
Grants
Approval Date:Iune I l, 2013
D
u)
PURPOSE
Great Outdoors Colorado (GOCO) understands that there are unforeseen circumstances that
may interfere with a grantee's ability to complete a project by the project completion date set
forth in the Grant Agreement. The Overdue Grants Policy outlines the options available to
grantees to extend a grant deadline and the procedures associated with submitting grant
extension requests.
POLICY STATEMENT
A grantee has two options to extend the project completion date in the Grant Agreement: a
staffextension or a Board extension. Staff can grant an extension for at least 90 days and up
to the date of the next scheduled GOCO Board meeting beyond that 90 days. If the grantee
needs more time than that, the grantee must request a Board extension. GOCO expects the
grantee to request the appropriate amount of time needed to complete the project. A grantee
can request a second Board extension ifneeded, although this is not a favorable action.
Failure to complete a project by the original due date, or by any extended due dates
authorized by staff or Board, may result in the de-authorization of the grant by the Board and
a suspension from applyrng in future grant cycles.
PROCEDURES
A) StaffExtensions
The grantee must submit a request for a staffextension prior to the original project
completion date via email or postal mail to GOCO staff.
Requests must include the following: a) grantee name b) project title c) contract
number from the grant agreement d) original project completion date e) percent of
project completion to date or due diligence items completed to date for land
acquisitions f) reason for delay g) estimated date of project completion or closing g)
estimated date of final report submission to GOCO, if applicable.
A grantee may only request one staff extension.
o If the grantee needs an extension for longer than the time provided by a staff
extension, the grantee can forgo the staff extension and request a Board extension.
|il)
Staffwill notifu the grantee via email of the decision to grant or deny the request for a
staffextension.
B) Board Extensions
The grantee must submit a request for a Board extension prior to the original or staff
extended project completion date via email or postal mail. Requests must be
addressed to the GOCO Board.
Requests must include the following: a) grantee name b) project title c) contract
number from the grant agreement d) original project completion date and if
applicable, staff extended project completion date e) percent of project completion to
date or due diligence items completed to date for land acquisitions f) reason for delay
g) estimated date of project completion or closing g) estimated date of final report
submission to GOCO, if applicable.
The Board will consider the request for Board extension at its next scheduled
meeting. Staff will notifu the grantee via email of the Board's decision to grant or
deny the request for a Board extension.
A grantee can request a second Board extension if additional time is needed beyond
that provided by the first Board extension. Requests for a second Board extension
will follow all of the procedures listed above.
