HomeMy WebLinkAboutC17-235 Town of Eagle IGA - Horn Ranch TrailINTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN OF EAGLE AND EAGLE COUNTY, COLORADO CONCERNING THE TOWN OF EAGLE TO HORN RANCH TRAIL PROJECT THIS INTERGOVERNMENTAL AGREEMENT ("Agreement") is entered into by and between the Town of Eagle, a Colorado municipal corporation (hereinafter "Town") and Eagle County, Colorado a body corporate and politic, by and through its Board of County Commissioners (hereinafter "County"). Collectively the Town and County shall be referred to as the "Parties". This Agreement is effective on the 06/28/2017 RECITALS WHEREAS, C.R.S. 29-1-201 et. seq. encourages intergovernmental agreements through which local governments cooperate and participate in joint projects; and WHEREAS, the Parties each support the effort to complete the public recreation and transportation Eagle Valley Trail System through their participation in the Eagle County Regional Transportation Authority; and WHEREAS, as part of the effort to complete the Eagle Valley Trail System, the Town and County have been working cooperatively to plan, design and seek grant funding for construction of the trail section known as the Town of Eagle to Horn Ranch Open Space Trail (the "Project"); and WHEREAS, the County and Town have determined that the Project will serve its residents and visitors; and WHEREAS, the County and Town collaborated to apply for a two million dollar ($2,000,000) State of Colorado Great Outdoors Colorado ("GOCO") trail grant for the Project to be constructed in 2017 and 2018 and GOCO awarded said grant to the Parties; and WHEREAS, the Parties desire to enter into this Agreement to define their respective roles and responsibilities with regard to the Final planning, construction, costs, ownership and maintenance of the Project; and WHEREAS, this Agreement is entered into pursuant to, inter alis, C.R.S. §§ 29-1-201, et seq., and Article XIV, Section 18 of the Colorado Constitution. AGREEMENT C17-235 NOW THEREFORE, for and in consideration of the mutual rights and obligations of the Parties and other good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the Parties agree as follows: SECTION I DESCRIPTION OF THE PROJECT LOCATION 1. The Project is generally depicted on Exhibit A, attached hereto and incorporated herein by reference. The Project location is generally described as commencing at Nogal Gulch Open Space adjacent to the Eagle Public Works facility at 1050 Chambers Avenue within the Town boundaries and ending at the Eagle County Horn Ranch Open Space in unincorporated Eagle County, for a total length of 34,034 feet (6.44 miles), of which 5,410 feet (1.2 miles) will be located with the Town's boundaries. The remainder of the Project is located in unincorporated Eagle County. The Project will generally be located on public or private property on the north side of and parallel to the Union Pacific railroad corridor for the majority of the Project's length. SECTION II COMMITMENTS REGARDING TRAIL CONSTRUCTION 2. Town Obligations: A. The Town will contribute $200,000.00 to be specifically allocated towards the portion of the Project work planned to occur within the Town boundaries, as depicted in Exhibit A. The Town shall pay this amount upon request therefor by County in 2018 as a reimbursement request for Project work completed in the Town in 2017 or 2018. B. The Town will provide a Project contractor's staging area to be located at the Town Public Works property at 1050 Chambers Avenue in Eagle ("Staging Area") for the purpose of facilitating access to the west end of the Project, temporary storage of construction materials and equipment related to the Project. The location, dimension, and hours of access to the Staging Area and provisions for restoration to its original state shall be at the discretion of the Town. C. The Town will remove fencing and irrigation on the trail route on the southern property boundary of the Town Public Works property at Town's expense. Once the Project is complete, the Town will reset or replace the same as Town desires and at Town's expense in a location that does not impact trail access, maintenance or safety. D. The Town will contact all property owners on the trail route, within the Town boundaries in writing and by telephone to inform such property owners of the N planned construction commencement date, hours of construction and overall duration of Project construction. 3. County Obligations: A. The County will fund the survey and engineering design of the entire Project, including those portions located within the Town boundaries as depicted on Exhibit A, B. The County will provide project management services through its ECO Trails program, including oversight of the final design, permitting, and all construction phases of the Project, collaborating with Town Staff as necessary to facilitate satisfactory completion of the work located within the Town boundaries, as shown in the Final Construction Plans, attached hereto as Exhibit B and incorporated herein by reference. C. The County will procure a contractor for construction of the Project within the Town boundaries and in unincorporated Eagle County (the "Project Contractor"). The contract between the County and Project Contractor shall govern how all disputes, claims and actions concerning Project construction shall be resolved. D. The County will ensure, through its contract with the Project Contractor, that the Staging Area provided by the Town is restored to its original state and to the Town's reasonable satisfaction after the Staging Area is no longer needed by the Project Contractor, and the County will withhold final payment to the Project Contractor as necessary to ensure compliance. E. The County will perform as Grantee under the GOCO Grant Agreement and shall apply the $2,000,000.00 in grant funds to Project construction costs. The GOCO Grant Agreement is attached hereto as Exhibit C and incorporated herein by reference. F. The County will contribute $4,800,000.00 to the estimated $7,000,000.00 Project construction costs as shown in Exhibit C. G. The County will contact all property owners on the trail route in the unincorporated area of Eagle County, in writing and by telephone, and inform such property owners of the planned construction commencement date, hours of construction and overall duration of Project construction. 4. The Parties agree to meet regularly to finalize the Project construction schedule in advance of construction, conduct weekly construction management meetings upon commencement of the Project, and jointly inspect and accept the work on the Project within the Town to assure 3 compliance with the Final Construction Plans and terms of easements, permits or authorizations granted to the Project by property owners. SECTION III TRAIL MAINTENANCE OBLIGATION AND OWNERSHIP 5. The County will own, manage and maintain that portion of the trail starting from the common boundary of the Town and the County on the Town's eastern boundary to the terminus of the Project at Horn Ranch Open Space as shown in Exhibit A. This paragraph shall survive termination of this Agreement. 6. The Town will own, manage and maintain that portion of the trail starting from Nogal Gulch Open Space to the common boundary of the Town and County on the Town's eastern boundary, as shown on Exhibit A. This paragraph shall survive termination of this Agreement. SECTION IV ACCOUNTING AND REPORTING COST OF ASSETS 7. The Parties acknowledge that funds allocated to the Project are limited. The Parties will work together in good faith to fund and construct the Project, including the sections located in the Town and in unincorporated Eagle County near or adjacent to the Town limits, as shown on Exhibit A. The Parties shall further work together to evaluate construction bids and reduce costs as needed to maintain the mutual budget and meet the Town and County commitments made through the GOCO grant awarded to the Project. 8. Upon request for Town's contribution as set forth in Paragraph 2.A. of this Agreement, County shall provide invoices for the Project Contractor's work within the Town. The County's request for funds shall not exceed the Town funds for the Project as set forth in Paragraph 2.A. of this Agreement. The Town shall make payment on invoices within sixty (60) days of receipt of a proper and accurate invoice from County. 9. The Parties shall maintain for a minimum of seven years, adequate financial records for reporting to the other on the performance of responsibilities hereunder. Each Party shall be subject to audit by state, county or town auditors or their designees. Each Party authorizes the other to perform audits or to make inspections during normal business hours, upon 48 hours' notice. Each Party shall fully cooperate in the event of an audit or inspection. 10. Notwithstanding anything to the contrary contained in this Agreement, neither Party shall have any obligations under this Agreement after, nor shall any payments be made in respect of any period after December 31 of any year, without an appropriation therefor in accordance 4 with an adopted budget in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). SECTION V INSURANCE AND GOVERNMENTAL IMMUNITY 11. Insurance. The County and the Town shall each provide their own insurance coverage as each Party may deem adequate and necessary for any potential liability arising from this Agreement. 12. No Waiver of Governmental Immunity. Nothing in this Agreement shall be construed to waive, limit, or otherwise modify any governmental immunity that may be available by law to either Party, its officials, employees, or agents, or any other person acting on behalf of either Party and, in particular, governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes. SECTION VI TERM AND TERMINATION 13. This Agreement will be effective as of the day and year first set forth above and will terminate on December 31, 2018. This Agreement shall automatically renew for one additional year until December 31, 2019 unless earlier terminated as set forth herein. 14. In the event that warranty work for the Project is required within the Town Boundaries, pursuant to the contract between the County and the Project Contractor, the Town shall provide access to the County and Project Contractor to complete such work. This term shall survive termination of this Agreement. 15. If either Party fails to substantially perform the duties and obligations in accordance herewith, the other Party may terminate this Agreement upon seven (7) days written notice to that Party, unless that Party cures the breach within the seven (7) day remedy period or such other period as mutually agreed to by the Parties. Either Party may terminate this Agreement without cause upon thirty (30) days written notice. 5 SECTION VII NUSCELLANEOUS 16. Notices and Payments. All notices, bills and payments shall be made in writing and may be given by personal delivery or by mail. Notices, bilis, payments sent by mail should be addressed as follows: Eagle County Attn: Kevin Sharkey, ECO Trails Program Manager P.O. Box 1070 Gypsum, CO 81637 Hand deliver: 3289 Cooley Mesa Road, Gypsum Phone: 970-328-3523 Town of Eagle Attn: John Schneiger, Town Manager P.O. Box 609 Eagle, CO 81631 Hand deliver: 200 Broadway, Eagle Phone: 970-328-9628 17. Modification. This Agreement contains the entire agreement between the Parties. This Agreement may not be amended or supplemented, nor may any obligations hereunder be waived, except by agreement signed by both Parties. 18. Waiver. The waiver of any breach of a term, provision or requirement of this Agreement shall not be construed or deemed a waiver of any subsequent breach of such term, provision or requirement, or of any other term, provision or requirement. 19. No Third Party Beneficiaries. Nothing contained in this Agreement is intended to or shall create a contractual relationship with, cause of action in favor of, or claim for relief for, any third party, including any agent, sub -consultant or sub -contractor of Town or County. Absolutely no third party beneficiaries are intended by this Agreement. 20. No Assignment. Neither Party shall assign this Agreement. Either Party may terminate this Agreement if the other assigns this Agreement without the prior written consent of the other. 21. Jurisdiction and Venue. This Agreement shall be interpreted in accordance with the laws of the state of Colorado and the Parties agree to submit to the jurisdiction of the courts thereof. Venue shall be in the Eagle County District Court. 22. Severability. Should any one or more sections or provisions of this Agreement be judicially adjudged invalid or unenforceable, such judgment shall not affect, impair, or invalidate the 6 remaining provisions of this Agreement, the intention being that the various sections and provisions hereof are severable. 23. Compliance with Law. Each Party shall comply with all applicable federal, state and local rules, regulations and laws. 24. Time of Essence. Each Party agrees to perform its obligations hereunder in an expeditious manner, within the sound exercise of its judgment and professional standards. Time is of the essence with respect to this Agreement. 25. Town Approval. The foregoing Agreement is approved by the Town of Eagle at its regular meeting held on the �� �/�n�� 2o1-7 26. County Approval. The foregoing Agreement is approved by the Board of County Commissioners of Eagle County, Colorado at its regular meeting held on the 06/28/2017 IN WITNESS WHEREOF, each party, by signature below of its authorized representative, hereby acknowledges that it has read this Agreement, understands it and agrees to be bound by its terms and conditions. Attest: Regina O'Brien, Clerk to the Board COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS0Te66 m By: 7 Jillian H. Ryan, Chair Attest: By: t,�[JVV L-' %--- Jenny Rakow, Town Clerk r.,OQ.E ti; ,SEAL ' C'OL 0-- TOWN OF EAGLE By: Anne McKibbin, Mayor EXHIBITS TO ATTACH Exhibit A - Project Location map, consisting of 1 page Exhibit B - Final Construction Plans, consisting of 28 pages Exhibit C - GOCO Grant Agreement, consisting of 17 pages d ci gt C 14 Z 6 R CIZ US -0 11 _ � y c CD Ln E >• �° o u f� U V Ln = v1 i c z� a •� � m 2 � D -. ry ❑—al V : C)LJ N n a C) Lu o $ ' L.0 0 L N m �r U rm a g n� WP R a e a � �B .".7 w and Ll•/ LI S �a wvd ,?RP71W�'N' -SdV 7[60 SS 17--H lmow-I 7 rmbww-v FOS-S[ed Sled -1 � x s ry gN �g g153w ,� Fg n- gxpa -P o vo n ® O v SOI G � pp � n C m F rn a _ n a w � 111nnnn � .o•r�-E E U) 3M Qy ry] �L o� o �p d 9 +w,g A� - xd f [t Wlrl/i p.VJW RNO'MMV .rLjW-Sd. 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Docu&gn Envelope ID: 24F14756-B376-4AD4-A9F3-6625F1A8D272 EXHIBIT C GRANT AGREEMENT PROJECT: Project Title: Town of Eagle to Horn Ranch Open Space Trail Contract Number: 17806 Completion Date: October 7, 2019 PARTIES TO AGREEMENT: Board: The State Board of the Great Outdoors Colorado Trust Fund 303 East 17"' Avenue, Suite 1060 Denver, CO 80203 Grantee: Eagle County RECITALS A. The State Board of the Great Outdoors Colorado Trust bund (referred to herein as "LOCO" 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 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 for local government 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. D. The Board approved Grantee's Project Application on October 7, 2016, 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"). Docu5ign Envelope I0: 24F14756-B376-4AD4-A9F3-6625F1A8D272 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 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 governing body has authorized entering into this Agreement as evidenced by the resolution attached hereto as Exhibit B. C. Grantee warrants that it has good and sufficient title to the property or properties on which the Project is to be located (the "Property"). GOCO may require Grantee to provide evidence of its ownership of the Property and encumbrances against the Property satisfactory to GOCO in GOCO's discretion prior to funding.. 3. Grant and Proieet. Subject to the terms and conditions set forth in this Agreement, the Board hereby awards to Grantee a sum not to exceed $2,000,000.00 (the "Grant"). The Grant shall be used by Grantee solely to complete the Project, in substantial conformity with the final plans, specifications, designs and uses approved by the Board. 4. Project Scope. Grantee shall not materially modify the Projector 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 Proj ect. 6. Completion Date. Grantee shall complete the Project and submit its Final Report no later than October 7, 2419 (the "Completion Date") which is 36 months after the Board's approval of the Project. Grantee may request an extension of the Completion Date in compliance with GOCO's Overdue Grants Policy, a summary of which is attached as Exhibit D ("Overdue Grants Policy"). If Grantee determines with reasonable probability that the Project DocuSign Envelope ID: 24F14756-B376-4AD4-A9F3-6625F1A8D272 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. Matching 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 reasonable discretion. 8. Disbursement of Funds. a. Progress Payment: Grantee may opt to receive a portion of the Grant funds after starting but prior to completing work on the Project (a "Progress Payment"). Grantee shall provide LOCO 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, oc�o.org or by contacting GOCO). GOCO may, in its discretion, request additional documentation to support making a Progress Payment. A Progress Payment shall not exceed GOCO's percentage of expected overall costs (as determined by the LOCO -approved budget) applied to the value of documented eligible expenses or 50% of the Grant, whichever is less. A Progress Payment shall be considered a loan until the Project is complete and Final Payment (as defined below) has been made. b. 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 facilities, trails or other improvements included in the Project have been built and are ready for their intended use. The Final Report must be submitted using GOCO's Final Report form (available at www.goco.org or by contacting LOCO). LOCO 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 Payment"), 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 the cost of fixed assets, including construction of new facilities, and enlargement or renovation of existing facilities. The Grant and all matching funds may not be used to pay for maintenance costs, administrative costs (such as salaries associated with administering the Grant, office supplies, telephone, or travel expenses), non -fixed assets (such as athletic or maintenance equipment), or any other costs deemed to be ineligible by the Board, at the Board's sole discretion. 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.). GOCO may, in its discretion, depending on the nature of the Project, require documentation of mechanics lien waivers or waivers of claims to public project performance bonds as a precondition to any disbursement under this Agreement. QoauSign Envelope ID. 24F14756-B376-4AD4-A9F3-6625FlABD272 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 size or number of recreational development components to be constructed, changes to the nature of the recreational development components to be constructed, 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. 14. Waiver. The Executive Director or the Executive Director's designee may in such person's discretion, waive or agree to modify one or more of the obligations in sections 8, 9, and 16 of the Agreement, or may permit performance of one or more of such obligations subsequent to disbursement, 11. Payment 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 sufficient 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 commitments for other past, current and future grants, and past, current and future GOCO operating expenses and budgetary needs. 12. Proiect Operation and Maintenance. a. Subject to annual appropriations, Grantee shall operate, manage, and maintain the Project in a reasonable state of repair for the purposes specified and for the useful life of the Project in the Project Application, in accordance with product warranties and/or the generally accepted standards in the parks/recreation community, and provide and maintain access to the Project and to the Property, regardless of the Property's ownership. The Grantee has estimated a useful life of years in the project application. b. Failure to comply with the provisions of Paragraph 12.a. may be deemed a breach by Grantee under Paragraph 21, below. C. GOCO shall not be liable for any cost of maintenance, management or operation of the Project. d. Within 64 days of a reasonable request by the Board, Grantee will provide the Board with adequate records reflecting the operating and maintenance costs of the Project and provide the Board with such other information concerning the use of the Project by the public and the impact of the Project. e. The Grantee's administrative staff shall present to the Grantee during the Grantee's annual budget process a request for an appropriation sufficient to meet the financial obligations of the Grantee presented by this Agreement. The Grantee will use its best efforts to fully 4 DocuSign Envelope ID: 24F14756-8376-4AD4-ABF3-6625FlABD272 consider such appropriation and the Parties understand that Board is relying upon fair and full consideration of annual appropriation in its decision to extend its resources and the grant hereunder, and enter into this Agreement. In the event that the Grantee fails to appropriate sufficient funds to meet the obligations of this Agreement, the Grantee shall provide notice to the Board of the specific reason(s) for any decision not to appropriate funding. Grantee's administrative staff shall notify the Board of any recommendation not to fund or to partially fund the annual appropriation necessary to fulfill Grantee's obligations hereunder. 13. Public Access. Grantee agrees, for itself and its successors in interest, to allow reasonable public access to the Project for the term specified in Section 12. Grantee may temporarily close such public access for construction, maintenance, emergency situations, or other reasonable purposes. 14. Compliance withto _ Regulary_Reuuirements 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, permits, approvals, and other similar requirements. To the extent permitted by law, Grantee will indemnify and hold the Board harmless from any liability for any failure to comply with any such applicable requirements. 15. Nondiscrimination. During the performance of this Agreement, Grantee and its contractors, subcontractors and agents 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, or any other basis prohibited by local, state or federal law. Grantee and its contractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination. Further, during the performance of this Agreement, Grantee and anyone acting on behalf of Grantee shall not engage in any unlawful discrimination in permitting access and use of the Project. 16. Publicity and Proiect Information. a. Grantee shall erect and maintain a sign at a prominent location on the Project site acknowledging the assistance of Great Outdoors Colorado and the Colorado Lottery. GOCO will provide such signs at no cost to Grantee. Alternatively, GOCO will provide reproducible samples of its logo to Grantee for custom signs. i. LOCO shall approve in advance the design of any permanent sign materially varying from the signs provided by GOCO. To obtain such approval, Grantee shall submit to GOCO plans describing the number, design, placement, and wording of signs and placards. Plans shall be submitted to the Board for review and approval prior to completion of the Project. ii, The Board may withhold Final Payment pending evidence of placement of permanent signage. QocuSign Envelope I0: 24F14756-B376-4AD4-A9F3-6625F1A8D272 b. Grantee shall acknowledge Board funding in all publicity issued by it concerning the Proj ect. c. Grantee shall cooperate with the Board or the Board's designee in advance in preparing public information pieces related to the Project. d. Grantee shall give the Board the right and opportunity to use information gained from the Project. e. Grantee shall give the Board a minimum 30 days' notice of Project grand openings, dedications, or other events. f Grantee shall give timely notice of the Project, its inauguration, significance, and completion to the local members of the Colorado General Assembly, members of the board of county commissioners of the county or counties in which the Project is located, as well as to other appropriate public officials. g. Grantee shall provide quality digital photographs or printed photographs, if unable to provide digital photographs (collectively, "Photographs") of the completed Project with the Final Report. For the avoidance of doubt, all Photographs taken by Grantee of the Project constitutes 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 Photographs developed by Grantee in conjunction with the Project are further owned by GOCO and Grantee hereby forever and irrevocably assigns to LOCO, without further consideration, all right, title and interest in such copyrights and other proprietary rights. Grantee agrees that LOCO, its successors and assigns, shall have the exclusive right to file copyright applications in the United States and throughout the world to the Photographs, or any portion thereof, in the name of GOCO. Grantee hereby agrees that LOCO, 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. h. At no time shall Grantee represent in any manner to the public or to any party that it is affiliated with GOCO or acting on behalf of LOCO. 17. 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), indemnify, 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 DocuSign Envelope ID: 24F14756-8376-4AD4-A9F3-6625F1A8D272 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 Governmental 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. 18. 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 Grantee for not less than 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 Grantee, to audit the books and records of Grantee which pertain to the Project and to the use and disposition of the Grant. While Grantee is not required to use GAAP (Generally Accepted Accounting Principles), Grantee shall use reasonable and appropriate accounting systems in maintaining the required records hereunder. 19. Inspection. Throughout the term of this Agreement, GOCO shall have the right to inspect the Project to ascertain compliance with this Agreement. 20. Withdrawal of Board Funding; Termination of Agreement. 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 LOCO; C. any statement or representation made by Grantee in the Project Application, this Agreement, the Progress Report, the Final Report, or otherwise is untrue, inaccurate or incomplete in any material respect; Docu5ign Envelope I0: 24F14756-B376-4AD4-A9F3-6625F1ABD272 d. the results of GOCO's review of the Progress Report, or the Final Report are not acceptable to LOCO; 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. title to or encumbrances against the Property are or become such that Grantee is unable to complete the Project, or the Project and/or the Property are or become unavailable for public use. 21. 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: A. Withdraw the Grant and terminate this Agreement; and, B. Deny Grantee eligibility for participation in future Board grants, loans or prof ects. ii. After payment (partial or full) of Grant: projects; A. Deny Grantee eligibility for participation in future Board grants, loans or B. Seek specific performance of Grantee's 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. 22. 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. DocuSign Envelope ID: 24F14756-6376-4AD4-A9F3-6625F1A8D272 23. Assignment. 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 that, at a minimum, the assignee is eligible to receive grants from the Board and assumes Grantee's ongoing obligations under this Agreement. 24. Applicable Law. This Agreement shall be governed 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. 25. 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. 26. 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 frill force and effect. 27. Time is of the Essence. Time is of the essence in this Agreement. 28. 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. 29. 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 of this Agreement transmitted by telecopy or e-mail as if they were original signatures. 34. Third Party Beneficiary. The Board and Grantee hereby acknowledge and agree that this Agreement is intended only to cover the relative rights and obligations between the Board and Grantee, and that no third party beneficiaries are intended. 31. Construction. 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. 32. Waiver. The failure of either party to enforce a term hereof shall not be deemed a waiver of such term or right of enforcement as to that breach or any subsequent breach of the same, similar or different nature. No waiver shall be enforceable hereunder unless signed by the party against whom the waiver is sought to be enforced. 33. 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 to this Agreement shall be valid QocuSign Envelope IQ: 24F14756-B376-4Ad4-A9F3-6625F1A8a272 unless made as an amendment to this contract, approved by the Board, and signed by the parties. IN WITNESS WHEREOF, the parties by signature below of their authorized representatives execute this Agreement effective as of STATE BOARD OF THE GREAT OUTDOORS COLORADO TRUST FUND Jim Spaanstra Executive Director LOCO Program Staff Route Grant Agreement to Executive Director for signature: GRANTEE: Eagle County By: Title: *NOTE* Signee should be same individual authorized to sign grant agreement in attached resolution (EXHIBIT B) 10 Docu5lgn Envelope ID: 24F14756-8376-4AD4-A9F3-6625F1A8b272 EXHIBIT A Project Summary Rank: 1 Overall Score: 88.59 GGCO Staff Score: 90.5 Reviewer Average: 86.67 Applicant: Eagle County Project Title: Town of Eagle to Horn Ranch Open Space Trail County: Eagle Log #: 17806 Funding Summary: Proiect Description: Applicant Funding Partner(s) Funding GOCO Grant Amount Total Project Cost $2,000,000 $7,000,000 The Horn Ranch trail project proposes a seven mile segment of the Eagle Valley Trail that will connect downtown Eagle to Horn Ranch, a 287 -acre open space owned by Eagle County and acquired with GGCG open space funds. The Eagle Valley Trail is 19 miles from completion and this project will bring it 37% closer and position the county to provide a two mile link from Horn Ranch Open Space to the Town of Wolcott. Once the proposed section is complete there will be a contiguous trail from the Town of Gypsum through Eagle to Horn Ranch. Staff and Peer Reviewer Comments: DocuSign Envelope ID: 24F44756-B376-4AD4-A9F3-6625F1A8D272 EXHIBIT B RESOLUTION (REQUIRED) DccuSign Envelope U 24F14756-8376-4AR4-A9F3-6625F1A80272 EXHIBIT C BUDGET DfleuSign Envelope ID: 24F14756-B376-4A❑4-A9F3-6625F1A8D272 EXHIBIT D OVERDUE GRANTS POLICY DocuSign Envelope ID: 24F14756-B376-4AD4-A9F3-6625F1A8D272 1) 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. II) POLICY STATEMENT A grantee has two options to extend the project completion date in the Grant Agreement: a staff extension 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 if needed, 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 applying in future grant cycles. III) PROCEDURES A) Staff Extensions • The grantee must submit a request for a staff extension prior to the original project completion date via email or postal mail to LOCO 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 LOCO, if applicable. 9 A grantee may only request one staff extension. Policy: Overdue GREAT OUTDOORS COLORADO Grants WGOCO POLICIES & PROCEDURES GREAT OUTDOORS COLORADO MANUAL Approval Date: June 11, 2013 1) 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. II) POLICY STATEMENT A grantee has two options to extend the project completion date in the Grant Agreement: a staff extension 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 if needed, 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 applying in future grant cycles. III) PROCEDURES A) Staff Extensions • The grantee must submit a request for a staff extension prior to the original project completion date via email or postal mail to LOCO 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 LOCO, if applicable. 9 A grantee may only request one staff extension. DoouSign Envelope ID: 24F14756-B378-4AD4-A9F3-6825F1A8b272 ■ 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. Staff will notify the grantee via email of the decision to grant or deny the request for a staff extension. 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 notify 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. OocuSign Envelope I0: 24F14756-B376-4Ad4-A9F3-6625F1A8D272 EXHIBIT E INTERGOVERNMENTAL (or other) AGREEMENT (If applicable)