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HomeMy WebLinkAboutC18-270 Great Outdoors Colorado - Eagle Valley Outdoor Movement GRANT AGREEMENT__________________ Project Name: Eagle Valley Outdoor Movement Project Completion Date: June 30, 2021 Great Outdoors Colorado Contract No.: 18894 PARTIES TO AGREEMENT Board/GOCO: The State Board of the Great Outdoors Colorado Trust Fund Address: 1900 Grant St., Suite 725 Denver, CO 80203 Telephone: (303) 226-4524 Contact name: Jackie Miller Grantee: Eagle County Address: PO Box 850, Eagle, CO 81631 Eagle County Contact: Adam Palmer 970-328-8734 Primary Contact: Gina Van Hekken Organization: Walking Mountains Science Center Address: 318 Walking Mountains Lane, Avon, CO 81620 Date: February 12, 2018 EXHIBITS Exhibit A Approved Budget Exhibit B Project Application Exhibit C Governing Agreement between Grantee and Third Party Beneficiary, Walking Mountain Science Center Exhibit D Resolution from Grantee Governing Body RECITALS A. The State Board of the Great Outdoors Colorado Trust Fund (“GOCO” or the “Board”) is a political subdivision of the State of Colorado, created by Article XXVII of the Colorado Constitution, adopted at the November 1992 General Election, which article appropriates a portion of the net proceeds of the Colorado Lottery to GOCO and directs GOCO to invest those proceeds in the state’s parks, wildlife, open space and recreational resources. B. In 2015, GOCO created a statewide grant program, pursuant to which eligible entities could apply for grants to connect communities to the outdoors. Grantee listed above (“Grantee”) submitted a detailed project application (“Project Application”) that contemplates building parks and trails and executing outdoor programs for youth and families. Attached and incorporated herein at Exhibit B. GOCO approved Grantee’s Project Application, which is incorporated into this Agreement by reference, on December 15, 2017, subject to the execution of a detailed grant agreement. GOCO and Grantee each have on file a DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC copy of the Project Application. The project described in the Project Application is referred to as the “Project.” C. Grantee shall obtain the matching cash and in-kind contributions for the Project as described in the Project Application and as required by GOCO policy. D. The parties intend this agreement to be the detailed grant agreement required by GOCO (“Agreement”). AGREEMENT SECTION 1 – PROJECT SCOPE NOW, THEREFORE, in consideration of the premises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. Incorporation of Recitals. The Recitals set forth above are incorporated into this Agreement. 2. Grant and Project. GOCO awards to Grantee a grant in the amount not to exceed $1,412,710.00 (“Grant”), subject to the terms and conditions set forth in this Agreement. The Grant shall be used by Grantee solely to complete the Project as approved by GOCO and detailed in the Project Application. In the event of a conflict between the Project Application and the scope of work actually completed, the parties shall resolve the conflict by mutual agreement. Grantee has provided GOCO with a resolution adopted by Grantee’s governing body authorizing Grantee’s acceptance of the Grant, subject to this Agreement, and designating an appropriate official to sign this Agreement on Grantee’s behalf. The resolution is attached as Exhibit D. Grantee agrees to use its best efforts to complete the Project. 3. Project Modification. Grantee will not materially modify the Project without the written approval of the Executive Director of GOCO (“Executive Director”). Any material change to the Project, whether or not such change is approved in writing by GOCO, may result in a reduction of the Grant or may require a refund to GOCO from Grantee, pursuant to Paragraph 10of this Agreement. In addition, any material change to the Project that is not approved in writing by GOCO may result in termination of the Grant. 4. Approved Budget. Grantee has completed a detailed budget that reflects all anticipated sources and uses of funds for the Project, including a detailed accounting of Grantee’s anticipated direct costs associated with the Project, a copy of which is attached and incorporated as Exhibit A (“Budget”). The Project Application contains a budget that may not match the approved version attached as Exhibit A and which, therefore, shall not be relied upon by GOCO or Grantee. Where discrepancies exist, the Budget in Exhibit A shall control until such time as GOCO approves the final version. 5. Waiver. Prior to the disbursement of funds, the Executive Director in his or her discretion may waive certain conditions set forth in this Agreement. Anything else to the contrary notwithstanding, the exercise by GOCO staff (“Staff”), the Executive Director or GOCO of any right or discretion reserved to them under this Agreement shall not be deemed a waiver. DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC Furthermore, no waiver by them under this Agreement shall constitute a waiver of any other requirements, actions or conditions, nor shall any waiver granted be deemed a continuing waiver. No waiver by the Staff, the Executive Director or GOCO shall be effective unless in writing executed by them. Additionally, any failure by the Staff, the Executive Director or GOCO to take any actions as set forth in this Agreement shall have no legal effect on the contractual duties of the Grantee. Further, no waiver with respect to this Project, Grant, or Agreement shall constitute a waiver in any other GOCO-funded project. 6. Future Funding. This Agreement and the Grant only apply to the Project specifically described in this Agreement. GOCO makes no representations regarding future funding for future phases of the Project, whether or not described in the Project Application or otherwise. SECTION 2 – GRANT PAYMENT 7. Payment of Grant. Payment of the Grant is subject to GOCO’s determination in its sole discretion that it has received and has available sufficient net lottery proceeds to fund the Grant and that Grantee has complied with this Agreement, including Grantee’s fulfillment of all conditions precedent to funding as set forth in Section 3. In determining the sufficiency of net lottery proceeds, GOCO may consider all facts and circumstances as it deems necessary or desirable, including but not limited to adequate reserves, funding requirements and/or commitments for other past, current and future grants, and past, current and future GOCO operating expenses and budgetary needs. 8. Payment Options. A. Grantee is required to supply documentation of committed funds and Project expenditures prior to requesting payment from GOCO. GOCO offers three payment options for funding of each capital construction project included in this grant: • Advanced and Final Payment. The Grantee may request one advance payment prior to beginning work on a project. The Grantee may request up to 50% of the grant amount or up to 75% of the funds committed to date for each project, whichever is less. Funds to be paid in advance must be committed via executed contracts, purchase orders, or other documentation. The remainder is payable upon grantee’s submission and GOCO’s approval of a final report. • Progress and Final Payment. The Grantee may request one progress payment once work has started on a project yet prior to project completion of such project. The Grantee may request up to 50% of the grant amount or up to 75% of funds expended to date for that project, whichever is less. The remainder is payable upon grantee’s submission and GOCO’s approval of a final report. DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC • Final Payment. The Grantee may request one final payment of the entire grant amount for the project for actual expenditures made, upon GOCO’s approval of a final report. B. GOCO offers a payment option for youth programming and capacity components. • Advanced Payment. The Grantee may request one advanced payment prior to beginning work on the project. The Grantee may request 100% of the grant amount for that project. Funds to be paid in advanced must be committed via executed contracts or other documentation. C. Annually, GOCO may conduct a review on a sampling basis of any billing statements, supporting documentation, or other materials relating to the receipt and use of GOCO Funds by Grantee or third party beneficiaries. The Grantee agrees to provide GOCO materials requested as part of any such review. GOCO shall provide the parties written notification if such review indicates deficiencies, errors, or other issues with money previously advanced. The parties agree to confer in good faith within thirty (30) days of receipt of any notifications to achieve a resolution, as appropriate. 9. Payment Schedule. Grant payments will follow the Grantee’s 3 ½ year implementation schedule. Upon execution of this Agreement, the Grantee is authorized to request payments for the first year of implementation. The Grantee must expend or be under contract for at least 50% of the first year’s budget to request payments for the second year of implementation. Likewise, the Grantee must expend or be under contract for at least 50% of the second year’s budget to request payments for the third year of implementation. To request the second and third installments of funding, the Grantee and its partners will go before the Board to present on progress to date and scope of work for the next installment of funding. The Board, at its discretion, will authorize release of the next installment of grant funding. Funding for capital improvement projects will be requested once during the year in which construction is to be started. 10. Withdrawal of GOCO Funding; Termination of Agreement. Anything in this Agreement to the contrary notwithstanding, with prior notice to Grantee, GOCO reserves the right to withhold or withdraw all or a portion of the Grant, to require a full or partial refund of the Grant, and/or to terminate this Agreement if GOCO determines in its sole discretion that there are: A. Altered Expectations. Facts have arisen or situations have occurred that fundamentally alter the expectations of the parties or make the purposes for the Project or the Grant as approved by GOCO infeasible or impractical; B. Material Project Changes. Material changes in the scope or nature of the Project have occurred from how the Project was presented in the Project Application, approved by GOCO without prior written approval of the Executive Director; C. Inaccuracies. Any statement or representation made or information provided by the Grantee in the Project Application or this Agreement is untrue, inaccurate or incomplete in any material respect; or DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC D. Conditions Precedent Not Fulfilled or Unsatisfactory. Any of the conditions precedent to funding listed in Section 3 below is not fulfilled by Grantee or is unsatisfactory to GOCO, in its sole discretion. SECTION 3 – CONDITIONS PRECEDENT 11. Completion Date. Grantee shall complete the Project no later than June 30, 2021 (the “Completion Date”). Grantee may request an extension of the Completion Date in compliance with GOCO’s Overdue Grants Procedure, as may be amended from time to time by GOCO in its sole discretion. GOCO may elect to terminate this Agreement and deauthorize the Grant in the event this Completion Date is not met and/or Grantee fails to comply with the Overdue Grants Policy. 12. Grantee’s Inability to Complete Project. If Grantee determines with reasonable probability that the Project will not or cannot be completed as approved by GOCO, Grantee will promptly advise GOCO in writing. 13. Third Party Beneficiaries. The Grantee is responsible for contracting with all third-party beneficiaries of the Grant to bind those beneficiaries to the terms and obligations set forth in this Agreement. Payments will not be released to any third-party beneficiary until a contract is in place. All contracts are to be attached as Exhibit C as executed. 14. Property ownership. The Grantee must own or control (through a contract such as a lease) the property on which any park, trail, and/or outdoor education facility is to be constructed for the useful life of the project. If the property is owned by a third party that is not eligible under Article XXVII, Section 5(1)(a)(IV) of the Colorado Constitution (e.g., a school district), a use agreement, intergovernmental agreement, or other contract between the Grantee and the property owner must be in effect prior to commencement of any capital project. 15. Matching Funds. Matching funds in the minimum amount set forth in the Project Application must have been received by Grantee, or the status of efforts to secure matching funding was disclosed and has been deemed satisfactory by staff by project completion. 16. Public Access. Grantee and its partners agree, for themselves and their successors in interest, to allow reasonable public access to funded parks, trails and outdoor education facilities. Grantee and its partners may temporarily close such public access for construction, maintenance, emergency situations, or other reasonable purposes. 17. Operation and Maintenance. Subject to annual appropriations, Grantee and its partners shall operate, manage, and maintain funded parks, trails and outdoor education facilities in a reasonable state of repair for the purposes specified and for their useful life 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 for the funded parks, trails and outdoor educational facilities, regardless of the property’s ownership. GOCO shall not be liable for any cost of maintenance, management or operation of the Project. SECTION 4 – OTHER PROVISIONS 18. Publicity and Project Information. GOCO has the right and must be provided the opportunity to use information gained from the Project; therefore, Grantee shall acknowledge DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC GOCO funding in all news releases and other publicity issued by Grantee concerning the Project. If any events are planned in relationship to the Project, GOCO shall be acknowledged as a contributor in the invitation for the event. GOCO shall be notified of any such events 30 days in advance. 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. Grantee shall cooperate with GOCO in preparing public information pieces, providing slides and photos of the Project (collectively, “Project Materials”) from time to time, and providing access to the Project for publicity purposes. For the avoidance of doubt, all Project Materials generated by Grantee of the Project constitute a “work made for hire” pursuant to the U.S. copyright law (17 U.S.C. Section 201(b)). Grantee agrees that all copyrights and other property rights in the Project Materials developed by Grantee in conjunction with the Project are further owned by GOCO. Grantee forever and irrevocably assigns to GOCO, without further consideration, all right, title and interest in such copyrights and other proprietary rights. Grantee agrees that GOCO, its successors and assigns shall have the exclusive right to file copyright applications in the United States and throughout the world to the Project Materials or any portion of them in the name of GOCO. Grantee agrees that GOCO, its successors and assigns may act as attorney-in-fact to execute any documents that GOCO deems necessary to record this Agreement with the United States Copyright Office or elsewhere. Grantee agrees to execute any and all documents reasonably requested by GOCO to enforce GOCO’s rights under this provision. 19. Signage. Grantee shall erect one or more signs in prominent locations in funded parks, trails and outdoor education centers acknowledging the assistance of Great Outdoors Colorado and the Colorado Lottery. GOCO will provide such signs at no cost to the Grantee. The number and placement of the signs, as well as any requests for different design or wording, shall be submitted to GOCO for review and written approval prior to their placement. For approved custom signs, GOCO will provide reproducible samples of its logo to the Grantee for such signs and requires they be incorporated into the signs. The Board may withhold final grant payment pending evidence of placement of permanent signage. 20. Reporting Data. Evaluation reporting must adhere to timelines, templates, and/or guidelines established by a GOCO contract evaluator. Grantee will be required to plan and implement an evaluation of all programs, pathways and places activities and report evaluation progress and results quarterly through GOCO’s web-based system, with technical assistance from the GOCO contract evaluator. Evaluation activities will include tracking program and pathway implementation (e.g., number of youth participating in each session), implementing youth surveys before and after select program and pathway opportunities, measuring activation of places, and tracking youth advisory council activities. 21. Liability. A. Indemnity. To the extent permitted by law, Grantee shall be responsible for and shall indemnify, defend and hold harmless GOCO, its officers, agents and employees from any and all liabilities, claims, demands, damages or costs (including reasonable attorneys’ fees) resulting from, growing out of, or in any way connected with or incident to Grantee’s performance of this Agreement. Grantee waives any and all rights to any type of express or implied indemnity or right of contribution from the State of Colorado, GOCO, its members, DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC officers, agents or employees for any liability resulting from, growing out of, or in any way connected with or incident to this Agreement. B. No CGIA Waiver. 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 protections provided to GOCO under the Colorado Governmental Immunity Act as amended or as may be amended in the future (including without limitation any amendments to such statute, or under any similar statute that is subsequently enacted) (“CGIA”). This provision may apply to the Grantee if the Grantee qualifies for protection under the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq. GOCO and Grantee understand and agree that liability for claims for injuries to persons or property arising out of the negligence of GOCO, its members, officials, agents and employees may be controlled and/or limited by the provisions of the CGIA. The parties agree that no provision of this Agreement shall be construed in such a manner as to reduce the extent to which the CGIA limits the liability of GOCO, its members, officers, agents and employees. C. Compliance with Regulatory Requirements and Federal and State Mandates. Grantee assumes responsibility for compliance with all regulatory requirements in all applicable areas, including but not limited to nondiscrimination, worker safety, local labor preferences, preferred vendor programs, equal employment opportunity, use of competitive bidding, and other similar requirements. To the extent permitted by law, Grantee agrees to indemnify, defend and hold harmless GOCO, Executive Director and Staff from any cost, expense or liability for any failure to comply with any such applicable requirements. D. Nondiscrimination. During the performance of this Agreement, Grantee and its contractors shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, medical condition, marital status, age or sex, and shall comply with any other applicable laws prohibiting discrimination. Grantee and its contractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination. 22. Audits and Accounting Records. Grantee shall maintain standard financial accounts, documents, and records relating to the acquisition, use, management, operation and maintenance of the Project. Grantee shall retain the accounts, documents, and records related to the Project for five years following the date of disbursement by GOCO of the Grant funds, and they shall be subject to examination and audit by GOCO or its designated agent during this period. All accounts, documents, and records described in this paragraph shall be kept in accordance with generally accepted accounting principles. 23. Breach. In addition to other remedies available at law or in equity, in the event that Grantee breaches any of the terms or conditions of this Agreement, GOCO shall have the following non-exclusive remedies: A. Prior to Payment of Grant. GOCO reserves the right to withdraw funding and/or terminate this Agreement. B. After Payment of Grant. GOCO reserves the right to seek equitable relief and/or all other remedies as available to it under applicable law, including but not limited to return of all or a portion of the Grant. Further, GOCO reserves the right to deem Grantee ineligible for participation in future GOCO grants, loans or projects. DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC 24. GOCO Policies. With regard to all named GOCO policies referenced in this Agreement, Grantee acknowledges it has received a copy of the policies or otherwise has access to the documents in connection with this Agreement and is familiar with their requirements. 25. Miscellaneous Provisions. A. Good Faith. Both parties have an obligation of good faith, including the obligation to make timely communication of information that may reasonably be believed to be of interest to the other party. B. Assignment. Grantee may not assign its rights or delegate its obligations under this Agreement without the express written consent of the Executive Director, who has the sole discretion to withhold consent to assign. C. Applicable Law. Colorado law applies to the interpretation and enforcement of this Agreement. D. Status of Grantee. The parties acknowledge that GOCO lacks the power and right to direct the actions of Grantee. Grantee acts in its separate capacity and not as an officer, employee or agent of GOCO or the State of Colorado. E. Time is of the Essence. Time is of the essence in this Agreement. F. Survival. The terms and conditions of this Agreement, including but not limited to Grantee’s obligations, shall survive the funding of the Grant and the Project. G. Fax and Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which when taken together shall constitute one agreement. In addition, the parties agree to recognize signatures to this Agreement made electronically and transmitted electronically or by facsimile as if they were original signatures. H. Notice. Any notice, demand, request, consent, approval or communication that either party desires or is required to give the other shall be in writing and either served personally or sent by first class mail, postage prepaid, to the addresses shown on Page 1 of this Agreement. I. Construction; Severability. Each party has reviewed and revised (or requested revisions of) this Agreement, and therefore any rules of construction requiring that ambiguities be resolved against a particular party shall not be applicable in the construction and interpretation of this Agreement. If any provision in this Agreement is found to be ambiguous, an interpretation consistent with the purpose of this Agreement that would render the provision valid shall be favored over any interpretation that would render it invalid. If any provision of this Agreement is declared void or unenforceable, it shall be deemed severed from this Agreement, and the balance of this Agreement shall otherwise remain in full force and effect. J. Entire Agreement. Except as expressly provided, this Agreement constitutes the entire agreement of the parties. No oral understanding or agreement not incorporated in this Agreement shall be binding upon the parties. No changes in this Agreement shall be valid unless made in writing and signed by the parties to this Agreement. DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC K. Termination of the Board. If Article XXVII of the Colorado Constitution, which established GOCO, is amended or repealed to terminate GOCO or merge GOCO into another entity, the rights and obligations of GOCO under this Agreement shall be assigned to and assumed by such other entity as provided by law, but in the absence of such direction, by the Colorado Department of Natural Resources or its successor. IN WITNESS WHEREOF, the parties execute this Agreement effective as of . STATE BOARD OF THE GREAT GRANTEE: OUTDOORS COLORADO TRUST FUND By: Chris Castilian, Executive Director COUNTY OF EAGLE, STATE OF COLORADO By and Through Its BOARD OF COUNTY COMMISSIONERS By: ______________________________ Kathy Chander-Henry, Chair Attest: _______________________________ Regina O’Brien, Clerk to the Board DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC 9/13/2018 EXHIBIT A Approved Budgets DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC 1 Project Name PLACES, PROGRAMS PATHWAYS or CAPACITY Implementation Year GOCO Funds Partner Cash Match Partner In-Kind Match Total Funding ($) Eagle Valley Outdoor Movement Coordination Capacity 2018-2020 $325,000.00 $69,000.00 $46,500.00 $440,500.00 Lake Creek Village Places 2019 $39,915.00 $836,446 $0.00 $876,361.00 Eagle River Village Mobile Home Park Places 2019 $460,000.00 $0.00 $0.00 $460,000.00 Maloit Park Improvements Places 2018 $20,000.00 $0.00 $0.00 $20,000.00 Walking Mountains Field Science- School Year Programs 2018-2020 $100,000.00 $30,325.00 $17,895.00 $148,220.00 SOS Monument Trip- School Year Programs 2018-2020 $27,500.00 $31,637.00 $0.00 $59,137.00 SOS Teams Course- School Year Programs 2018-2020 $19,125.00 $13,500.00 $0.00 $32,625.00 YouthPower 365 PwrHrs- School Year Programs 2018-2020 $30,590.00 $25,250.00 $0.00 $55,840.00 Eagle River Watershed Council Water Festival- School Year Programs 2018-2020 $20,105.00 $25,812.00 $11,693.00 $57,610.00 Betty Ford Alpine Garden Butterfly Launch- School Year Programs 2018-2020 $1,057.00 $105.00 $158.00 $1,320.00 Vail Resorts Epic Discovery- School Year Programs 2018-2020 $0.00 $22,800.00 $23,400.00 $46,200.00 Eagle Valley Land Trust- Future Conservationists- School Year Programs 2018-2020 $5,000.00 $1,750.00 $4,250.00 $11,000.00 Colorado Parks and Wildlife- 7th grade Winter Survival- School Year Programs 2018-2020 $1,800.00 $360.00 $750.00 $2,910.00Eagle County Schools Outdoor Rec./8th Grade Camping- School Year Programs 2018-2020 $7,150.00 $9,500.00 $1,350.00 $18,000.00 YouthPower 365 PwrHrs- Summer Programs 2018-2020 $60,590.00 $25,250.00 $0.00 $85,840.00 SOS- Summer Programs 2018-2020 $30,000.00 $46,635.00 $0.00 $76,635.00Walking Mountains- Family (includes family camping experiences)Programs 2018-2020 $79,500.00 $13,500.00 $16,500.00 $109,500.00 Colorado Parks and Wildlife-Family Programs 2018-2020 $1,800.00 $360.00 $750.00 $2,910.00 Betty Ford Alpine Garden-Family Programs 2018-2020 $5,028.00 $670.50 $1,005.75 $6,704.25 Eagle Valley Land Trust-Family Programs 2018-2020 $20,000.00 $10,000.00 $25,390.00 $55,390.00 Eagle River Watershed Council-Family Programs 2018-2020 $16,650.00 $2,529.00 $6,085.96 $25,264.96 The Cycle Effect- Pathways Mentorship Pathways 2018-2020 $30,000.00 $250,400.00 $42,600.00 $323,000.00 SOS- Pathways Mentorship Pathways 2018-2020 $58,500.00 $214,788.00 $360,000.00 $633,288.00EVOM- Environmental Leadership/ Internship Program (7 partners involved)Pathways 2018-2020 $57,000.00 $12,000.00 $7,725.00 $76,725.00 $1,416,310.00 $1,642,617.50 $566,052.71 $3,624,980.21 Item Explanation Requirement Minimum Match 25%/Total Costs $906,245.05 Minimum Cash Match 10%/Total Costs $362,498.02 SUMMARY OF IMPACT Number of kids served:16,203 (3yrs) Age range of kids served:3-18 years old Grant request for PLACES:$561,396.00 Percent of grant to be spent on PLACES:39% Grant request for PROGRAMS:$425,895 Percent of grant to be spent on PROGRAMS:29% Grant request for PATHWAYS:$145,500 Percent of grant to be spent on PATHWAYS:10% Grant request for CAPACITY:$325,000 Percent of grant to be spent on CAPACITY:22% Number of youth jobs to be created:36 Number of community jobs to be created:12 $1,457,791.00 EVOM Inspire Vision 50% Budget CALCULATION OF MATCH REQUIREMENTS DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC EXHIBIT B Project Application DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign 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DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: 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ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign 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DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: 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ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: 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ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: 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ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: 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ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC EXHIBIT C Governing Agreement between Grantee and Third Party Beneficiary, Walking Mountains Science Center DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND WALKING MOUNTAINS d/b/a WALKING MOUNTAINS SCIENCE CENTER PERTAINING TO THE GREAT OUTDOORS COLORADO GRANT FOR THE EAGLE VALLEY OUTDOOR MOVEMENT COALITION PROJECT This Agreement (“Agreement”) is made this____________________, by and between 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 the State Board of the Great Outdoors Colorado Trust Fund (“GOCO”) to complete the Eagle Valley Outdoor Movement Project; and WHEREAS, the Eagle Valley Outdoor Movement Project (“Project”) seeks to provide increased outdoor educational opportunities for the Eagle County youth and families; and WHEREAS, WMSC submitted a detailed project application (“Project Application”) setting forth the specifics for the Project; and WHEREAS, GOCO approved the Project Application on December 15, 2017 subject to execution of a detailed Grant Agreement (defined below); and WHEREAS, WMSC may receive GOCO grant funds for the Project if managed through an eligible entity that is a fiscal agent for WMSC; and WHEREAS, the County is an eligible entity and has agreed to serve as the fiscal agent under the Grant Agreement on behalf of WMSC as part of the Project; and WHEREAS, the County and WMSC desire to set forth their relationship in connection with GOCO grant funds for the Project. AGREEMENT NOW, THEREFORE, for good and valuable consideration as set forth herein and in the Recitals, the Parties agree as follows: 1. County will enter into a Grant Agreement with GOCO for the Project in the form attached as Exhibit A which is incorporated herein by reference (“Grant Agreement”). WMSC agrees to be bound by and will perform the Project in compliance with the Grant DocuSign Envelope ID: 073B092E-1B4D-4B23-9552-AB4B4BA88FCF 8/30/2018 C18-249 DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC 2 Agreement. WMSC agrees to perform the Project as applied for in the Project Application, as approved by GOCO, such application is incorporated herein as Exhibit B. 2. County will act as fiscal agent and in that role will administer funds from GOCO in accordance with the Grant Agreement on behalf of WMSC. The GOCO grant is an amount not to exceed $1,412,710.00 (the “Grant Funds”) and shall be used by WMSC to complete the Project in conformity with the Project Application and the Grant Agreement. 3. GOCO bears sole responsibility for determining if terms and conditions of the grant award and Grant Agreement have been met and if funds should be dispersed to WMSC. In 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 Grant Agreement, WMSC shall promptly reimburse County or GOCO as applicable to the extent required by the Grant Agreement. 4. The parties acknowledge that WMSC will timely and satisfactorily perform the 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, subject to this Agreement and the Memorandum of Understanding between WMSC and the County. See Exhibit B- Project Application. WMSC shall comply with reporting data requirements in paragraph 20 of the Grant Agreement. Documentation of compliance with these requirements shall be provided to the County prior to payments issued to WMSC in accordance with the Grant. 5. WMSC is the third party beneficiary as designated in the Grant Agreement. County will execute the Grant Agreement with GOCO as fiscal agent for WMSC and WMSC assumes all responsibility associated with the Grant Agreement, subject to this Agreement and the Memorandum of Understanding between WMSC and the County. 6. WMSC shall assist in facilitating executing agreements between landowners and County for use of the property on which any park, trail, and/or outdoor education facility is to be constructed for the useful life of the project as dictated by paragraph 14 of the Grant Agreement. These agreements must be in place prior to commencing work for these projects. 7. Specifically, WMSC is responsible for operation and maintenance of funded parks, trails and outdoor educational facilities as dictated by paragraph 17 of the Grant Agreement, subject to the Memorandum of Understanding between WMSC and the County and the Memorandum of Understanding between Eagle Valley Outdoor Movement and Ascentia. DocuSign Envelope ID: 073B092E-1B4D-4B23-9552-AB4B4BA88FCFDocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC 3 The improvements made to Lake Creek Village Apartments, located on Tracts X-1 and X-2 Cottonwood Filing No. 1, will be maintained by the property owner. 8. By executing this Agreement, WMSC and County agree that no financial obligation is established and that no County funds will be tendered or lent to WMSC as part of the Eagle Valley Outdoor Movement Project. 9. By executing this Agreement County does not waive any immunity or limitation of liability contained in the Colorado Governmental Immunity Act. 10. WMSC shall be responsible for obtaining any matching funds and in-kind contributions that WMSC deems appropriate and represented in the Grant Application and Eagle County shall have no responsibility therefor. The Grant Funds, matching funds and in- kind contributions for the Project shall all be used by WMSC solely for eligible expenses approved by GOCO. Disbursement of the Grant Funds by GOCO shall be made on the basis of costs actually incurred by WMSC and supported by written documentation and as detailed in Section 2 of the Grant Agreement. In the event GOCO fails to fund or withdraws funding for the Project, Eagle County shall have no responsibility therefor and WMSC shall be solely responsible for prompt repayment of the same to the extent required by the Grant Agreement. 11. Insurance. WMSC agrees to provide and maintain at WMSC’s sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers’ Compensation insurance as required by law. ii. Automobile coverage to be carried by WMSC or its sub-consultants, as applicable, if operating a motor vehicle during the performance of the Services. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $2,000,000 aggregate limits. b. Other Requirements. i. The commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. A certificate DocuSign Envelope ID: 073B092E-1B4D-4B23-9552-AB4B4BA88FCFDocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC 4 of insurance reflecting the commercial general liability coverage and foregoing requirement is attached hereto as Exhibit C. ii. WMSC’s certificates of insurance shall include sub-consultants as additional insureds under its policies or WMSC shall furnish to County separate certificates and endorsements for each sub-consultant. All coverage(s) for sub- consultants shall be subject to the same minimum requirements identified above. WMSC and sub-consultants, if any, shall maintain the foregoing coverage in effect until this agreement is completed. In addition, all such policies shall be kept in force by WMSC and its sub-consultants until the applicable statute of limitations for the agreement has expired provided that the coverage is commercially available at a reasonable premium. iii. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an “A.M. Best” rating of not less than A-VII. iv. If WMSC fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County, County shall be entitled to immediately terminate this Agreement. v. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. vi. WMSC is not entitled to workers’ compensation benefits except as provided by the WMSC, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by WMSC or some other entity. The WMSC is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 12. Indemnification. WMSC shall be responsible for and shall indemnify, defend and hold harmless, Eagle County and GOCO, their officers, agents and employees from any and all liabilities, losses, 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 Agreement. WMSC shall reimburse Eagle County for reasonable attorney fees and costs, legal and other expenses incurred by Eagle County in connection with investigating or defending any such loss, claim, damage, liability or action. WMSC hereby waives any and all rights to any type of express or implied DocuSign Envelope ID: 073B092E-1B4D-4B23-9552-AB4B4BA88FCFDocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC 5 indemnity or right of contribution from Eagle County or GOCO, the State of Colorado, its members, officers, agents or employees, for any liability resulting from, growing out of, or in any way connected with or incident to the Project, this Agreement, and/or the Grant 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 with a breach or alleged breach by WMSC. 13. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date, time and receiving facsimile number for the transmission, or (v) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. COUNTY: Eagle County, Colorado Attention: Adam Palmer, Sustainable Communities Director 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8698 Facsimile: 970-328-7185 E-Mail: adam.palmer@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E-Mail: atty@eaglecounty.us WMSC: Gina Van Hekken, Director of Grants and Strategic Initiatives DocuSign Envelope ID: 073B092E-1B4D-4B23-9552-AB4B4BA88FCFDocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC 6 970-827-9725, x130 ginag@walkingmountains.org Markian Feduschak, President 970-306-0560 markianf@walkingmountains.org PO Box 81620 Avon, CO 81620 Fax: 970-827-9730 14. Termination. 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 ninety (90) calendar days’ prior written notice to the WMSC. Any termination of this Agreement should reference and contemplate paragraph 10 of the Grant Agreement. 15. Venue, 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 governed 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. 16. Execution by Counterparts; Electronic Signatures. 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 approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic 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. 24-71.3-101 to 121. 17. Other Contract Requirements and WMSC Representations. a. WMSC has familiarized itself with the nature and extent of the Project and Grant Agreement and requirements of this 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. DocuSign Envelope ID: 073B092E-1B4D-4B23-9552-AB4B4BA88FCFDocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC 7 b. WMSC shall be responsible for the completeness and accuracy of the Project and its compliance with the Grant Agreement and shall correct, at its sole expense, all significant 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 with the standard of care, skill and diligence applicable to WMSC. WMSC represents and warrants 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 with this Agreement and the Grant Agreement or other GOCO requirements. This paragraph shall survive termination of this Agreement. c. WMSC agrees to work 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 with respect to this Agreement and the Grant Agreement. WMSC shall complete the Project in a timely fashion, in a good and workmanlike 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 June 30, 2021, or shall otherwise comply with GOCO’s Overdue Grants Policy. In the event that WMSC believes it may not complete the Project by such deadline, WMSC shall communicate with the County as soon as possible to develop a plan to extend the grant pursuant to GOCO's Overdue Grants Policy. e. This Agreement constitutes an agreement for performance of the Project by WMSC as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer- employee, master-servant, partnership, joint venture or any other relationship between County and WMSC and WMSC shall have no authority to bind County. f. WMSC represents and warrants that at all times in the performance of the Services, WMSC shall comply with any and all applicable laws, codes, rules and regulations including those relating to nondiscrimination and regulatory requirements or state or federal mandates imposed under the law or through the Grant Agreement. WMSC agrees that it 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. DocuSign Envelope ID: 073B092E-1B4D-4B23-9552-AB4B4BA88FCFDocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC 8 g. This Agreement and the Grant Agreement contain the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. 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. Enforcement 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 the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver 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 whatsoever 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. m. 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 the books and records of WMSC which pertain to the Project and to the use and disposition of Grant funds. n. WMSC shall not materially modify the Project or Project budget without prior approval from GOCO and shall notify 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. In the event of a breach of this Agreement, County shall have all remedies available to it at law and in equity, including specific performance. DocuSign Envelope ID: 073B092E-1B4D-4B23-9552-AB4B4BA88FCFDocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC 9 q. County is not funding any obligations under this Agreement or the Grant Agreement and County is not entering into a loan agreement or multi-year fiscal agreement with 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 with a budget adopted by the Board of County Commissioners 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). r. Any provisions of this Agreement which requires performance after the date of completion of the Project shall continue in full force and effect. 18. Prohibitions on Government Contracts. As used in this Section 17, the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq. If WMSC has any employees or subcontractors, WMSC shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, WMSC certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that WMSC will participate in the E-verify Program or other Department of Labor and Employment program (“Department Program”) in order to confirm the eligibility of all employees who are newly hired for employment to perform under this Agreement. a. WMSC shall not: i. Knowingly employ or contract with an undocumented individual to perform under this Agreement; or ii. Enter into a subcontract that fails to certify to WMSC that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract. b. WMSC has confirmed the employment eligibility of all employees who are newly hired for employment to perform under this Agreement through participation in the E- Verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E-verify program can be found at: DocuSign Envelope ID: 073B092E-1B4D-4B23-9552-AB4B4BA88FCFDocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC 10 https://www.uscis.gov/e-verify c. WMSC shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract is being performed. 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. Notify the subcontractor and County within three (3) days that WMSC has actual knowledge that the subcontractor is employing or contracting with an undocumented 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 employing or contracting with the undocumented individual; except that WMSC shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. e. WMSC shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. 8-17.5-102(5). f. 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 blank] DocuSign Envelope ID: 073B092E-1B4D-4B23-9552-AB4B4BA88FCFDocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC 11 THIS AGREEMENT is effective as of the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO By and Through Its BOARD OF COUNTY COMMISSIONERS By: ______________________________ Kathy Chander-Henry, Chair Attest: _______________________________ Regina O’Brien, Clerk to the Board WALKING MOUNTAINS d/b/a Walking Mountains Science Center By: ______________________________ Markian Feduschak, Director DocuSign Envelope ID: 073B092E-1B4D-4B23-9552-AB4B4BA88FCFDocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC EXHIBIT D Resolution from Grantee Governing Body DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC Commissioner N 6-'CIA)rt.X.La moved adoption of the following,Resolution:.: _y BOARD OF COUNTY COMMISSIONERS COUNTY OF EAGLE, STATE OF COLORADO RESOLUTION No. 2017- Olt RESOLUTION AUTHORIZING THE SUBMISSION OF A GREAT OUTDOORS COLORDO INSPIRE INITIATIVE GRANT APPLICATION FOR THE EAGLE VALLEY OUTDOOR MOVEMENT PROGRAM WHEREAS, Eagle County strongly supports the Great Outdoors Colorado grant application for the Eagle Valley Outdoor Movement Program spearheaded by Walking Mountains Science Center and Eagle County; and WHEREAS, Eagle County has partnered with Walking Mountains Science Center and other Eagle County Organizations (Youth Power 365, SOS Outreach, the Cycle Effect, Eagle County School District, Eagle River Watershed Counsel and Betty Ford Alpine Gardens) to formulate the Eagle Valley Outdoor Movement program and requests $3 million from Great Outdoors Colorado to implement the Eagle Valley Outdoor Movement program goals; and WHEREAS, should the grant be awarded, Eagle County strongly supports completion of the Eagle Valley Outdoor Movement program and will serve as the fiscal agent for the grant. NOW, THEREFORE, be it resolved by the Board of County Commissioners of the County of Eagle, State of Colorado: THAT, the Board of County Commissioners hereby authorizes the Chair to sign the grant agreement to act as the fiscal agent with Great Outdoors Colorado should the grant be awarded. THAT, the Board of County Commissioners of Eagle County finds, determines and declares that this Resolution is necessary for the public health, safety and welfare of the citizens of the County of Eagle, State of Colorado. MOVED, READ and ADOPTED by the Board of County commissioners of the County of Eagle, State of Colorado, at its regular meeting held the 18th day of July 2017. COUNTY OF EAGLE, STATE OF DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC o tleate COLORADO,by and Through Its ATTEST:BOARD OF C• TY COM I ' O ERS 0 By: 41110,L Regina O'Brien Jilli. H. Ryan Clerk to the Board of C- .irman County Commissioners Kathy Chandler-Henry Commissioner iranne McQueeney Commissioner Commissioner seconded adoption of the foregoing resolution. The roll having been called, the vote was as follows: Commissioner Ryan 6-44 h Commissioner Chandler-Henry j.42S, Commissioner McQueeney 1,1-4A • This Resolution passed by vote of the Board of County Commissioners of the County of Eagle, State of Colorado. DocuSign Envelope ID: AF07B403-4F74-45D2-942D-695D644342BC