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Home My WebLink AboutC23-380 Halle Center for Hope and Healing_grant Administration www.eaglecounty.us 500 Broadway, P.O. Box 850, Eagle, Colorado 81631 EAGLE COUNTY GOVERNMENT CONDITIONAL FUNDING COMMITMENT LETTER December 5, 2023 Response 0405 Castle Creek Road, Suite 203 Aspen, CO 81611 RE: Conditional Funding Commitment Letter for The Halle Center for Hope and Healing Dear Ms. Meyer and Board of Directors: Eagle County Government (the “County”) has reviewed the request for capital funding submitted by Response for The Halle Center for Hope and Healing, a shelter to be located in Basalt, Colorado, containing office space and seven efficiency units that will serve survivors of domestic and sexual abuse, stalking, and human trafficking (the “Project”). Following review of Response’s request for funding, County staff recommended a capital contribution of $50,000. At a regularly scheduled public meeting held on December 4, 2023, the Eagle County Board of Commissioners (the “Board”) reviewed the request and heard a presentation from Response representatives. Subject to the terms and conditions set forth below, the Board approved funding for the Project in an amount not to exceed $50,000 (the “Grant Award”). The terms and conditions of the Grant Award are as follows: 1. This Commitment Agreement shall terminate 12 months from the date of the approval of the Grant Award, or on December 5, 2024 (the “Grant Period”). All funds must be expended during the Grant Period. Response shall commence and diligently pursue construction of the Project during the Grant Period. In the event Response is unable to commence construction or if Response stops construction during the Grant Period, this agreement shall terminate and no further funds shall be disbursed for the Project. Any funds not used or expended during the Grant Period must be returned to the County. If, after payment of the Grant Award, the County reasonably determines that payment was improper because the purposes for which the payment was made were misrepresented, then upon written notice of such determination and request for reimbursement from the County, Response shall forthwith return such payment to the County. 2. The Grant Award is subject to annual appropriations and inclusion into a future budget of Eagle County Government. DocuSign Envelope ID: 148766CC-33FE-487C-A8DE-6F17CEBAEA79 3. The County shall not disburse the Grant Award until Response demonstrates to the satisfaction of the County that it has secured additional funding commitments from other sources sufficient to fully fund construction of the Project. Response agrees that upon request of the County, it shall provide the County or its representatives with access to its books and records and proformas for the Project and shall further provide copies of any commitment letters or funding agreements from other sources for the funding of the Project. 4. Response agrees that the Grant Award may be used and expended solely for construction of the Project, as specified herein. The Grant Award set forth herein is for the specific Grant Period and the County makes no representations, nor should the recipient rely on this award as a representation of any future awards for other grant periods. 5. Response agrees to submit to the County a report detailing how the Grant Award was expended for the Project. The report will be due no later than the development’s application for temporary certificate of occupancy. 6. Response shall indemnify and hold harmless the County, and any of its respective officers, agents and employees against any losses, claims, damages or liabilities for which the County may become subject to to the extent that such losses, claims, damages or liabilities arise out of, directly or indirectly, this Conditional Funding Commitment Letter and/or the Grant Award, or are based upon any performance or nonperformance by Response or any of its sub-recipients hereunder; and Response shall reimburse the County for reasonable attorney fees and costs, legal and other expenses incurred by the County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that the County is liable to such third party for such claims without regard to the involvement of Response. 7. Response shall maintain, for a minimum of three (3) years, adequate financial and programmatic records for reporting to the County on performance of its responsibilities under this agreement. Response shall be subject to financial audit by federal, state or county auditors or their designees. Response authorizes the County to perform audits or to make inspections during normal business hours, upon 48 hour notice to Response for the purpose of evaluating performance under the grant agreement. Response shall cooperate fully with authorized County representatives in the observation and evaluation of the Project and records. 8. This Conditional Funding Commitment Letter has been issued to Response on the basis of certain information and materials provided by Response to the County. The County reserves the right to terminate or amend this Conditional Funding Commitment Letter based upon information which comes to its attention after the date of this letter. Any misinformation, misrepresentation, or withholding of material information incident hereto or the occurrence of any material adverse change to Response, its funding for DocuSign Envelope ID: 148766CC-33FE-487C-A8DE-6F17CEBAEA79 the Project or the composition of the Project shall, at the sole option of the County and without limitation to any other right or remedy of the County, void the Grant Award and all of the County’s conditional commitments hereunder. 9. This Conditional Funding Commitment Letter sets forth the entire agreement of the parties with respect to the subject matter hereunder, and supersedes all prior written (including, but not limited to, any grant application executed in connection with the funding) or oral understandings with respect hereto. No modification or waiver of any provision of this Conditional Funding Commitment Letter shall be effective unless the same shall be in writing and signed by all the parties hereto. Please confirm your agreement to the foregoing terms and conditions of the Conditional Funding Commitment Letter by signing below. Eagle County Government By: ________________________________ Its: ________________________________ Response By: __________________________ Its: ____________________________ DocuSign Envelope ID: 148766CC-33FE-487C-A8DE-6F17CEBAEA79 Shannon Meyer Matt Scherr