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HomeMy WebLinkAboutR12-084 Supporting Agreement with GOCO Commissioner S 14- K.44 -- moved adoption of the following Resolution BOARD OF COUNTY COMMISSIONERS COUNTY OF EAGLE, STATE OF COLORADO A O RESOLUTION NO 2012- U (rt RESOLUTION SUPPORTING THE AGREEMENT BETWEEN EAGLE COUNTY AND THE STATE BOARD OF THE GREAT OUTDOORS COLORADO TRUST FUND WHEREAS, Eagle County voters approved the Open Space Tax in 2002 to create a fund for the preservation of open space; and WHEREAS, the Open Space Advisory Committee voted to support funding and successful completion of the "Colorado River Conservation and Recreation Project" which includes fee title acquisition of the 228 -acre Nottingham — Red Dirt Parcel and purchase of a conservation easement on the 1,017 acre Colorado River Ranch all as depicted on Exhibit A; and WHEREAS, the Nottingham —Red Dirt Parcel is currently under contract with Eagle County; and WHEREAS, the purchase of the conservation easement on the Colorado River Ranch is the subject of an agreement between the property owner, River Ranch, LLC, and the Conservation Fund. Colorado Open Lands will be the holder of the conservation easement; and WHEREAS, Eagle County supports the completion of th g y pp p e Colorado River Conservation and Recreation Project; and WHEREAS, Eagle County has received a grant from Great Outdoors Colorado to fund the Colorado River Conservation and Recreation Project subject to the execution of a grant agreement. NOW, THEREFORE, BE IT HEREBY RESOLVED by the Board of County Commissioners of Eagle County, Colorado: THAT, the Eagle County Board of County Commissioners hereby authorizes any Eagle County Commissioner to sign the grant agreement with Great Outdoors Colorado in the form attached hereto as Exhibit B. C:A OFFICE \WP W IN\CONTRACT\95 -1 \RESOLUTI. W PD THAT, the Eagle County Board of County Commissioners hereby authorizes the expenditure of funds as necessary to meet the terms and obligations of the grant agreement and application. THAT, this resolution is to be in full force and effect from and after its passage and approval. THAT, the Eagle County Board of County Commissioners finds, determines and declares that this Resolution is necessary for the public health, safety and welfare of the residents of the County of Eagle, State of Colorado. MOVED AND ADOPTED by the Board of County Commissioners of the County of Eagle, State of Colorado, at its regular meeting held the (" day of !,ti , 2012. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS ATTEST: 0 1 Eik i •2 f Cler to the Bo. / of Peter F. Runyon County Commissioners Chairman lh `-• '. , D�' ` Jon Stavney Co • i ner Sara J Fisher Commissioner • • •., C: \OFFICE \WPWIN \CONTRACI195 -I \RESOLUTI. WPD Commissioner G � seconded adoption of the foregoing resolution. The roll having been called, the vote was as follows: Commissioner Runyon �^ y Commissioner Stavney 14- Stier_d1 Commissioner Fisher A k The Resolution passed by 0 vote of the Board of County Commissioners of the County of Eagle, State of Colorado. C:\ OFFICE\ WPWIN \CONTRACT\95 -1 \RESOLUTI. WPD rter , i ",•..,: * ' • i • ! i 1 \; „, p., , - 3° - N E - ' ' I o , . „ .. ,., ..... - .:, ; t_'\__-- 1-5 -- :. a' — ‘ ', 4. , k ,,... .e. , R a .. ",.,, ,•'-- "7:1 ` „,.., ..4 - 'FE ,, - • ' '''' - :: 1' ' - • ' ' -: *. . * „, ' -',.*,,,,.."," • 4„‘.47. ,„ ' - .. 7_,,AL.," , - ' ; ■ ' ';', ' :,. - - i -' ..,,.,„ - , 14 ,-, , 4 1„.' , ,,,,l'r''", ,, ,,,,,,!1••.•j.'''. '7,,,,---- ,., L,- : ,,- ,. '''‘ - - ' ,'": ' „.., 4-til ) ,,,e. .',,,,,„, "., ,,,./.; , ' , ,,',,, ° ., :0_ _ ,:,,,,2'.'„',.•„ ,,,, ,,,,,,,,,..,4.,:tn '''''',,,,,,e, / *., ,, , ,..,. 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E .il 11:t , 1;til 1 i i ; 1 1 , ,...: - .'ir., 3! il iti - - !n 1 I ° .,', :4- `., ' ' E:i !till = i . 0 ' `,';;'t1.4.,,s,..t.1.4 , .,.*-,,, ' , ' , ::!%11.4,* ' 1 , ' 4 1:1,,,, • 1 I lk..,41,,,4;-,i;24 . . ,...„ 1 i i, wf • i lig i bb ,... , ta i I , t m i i x 1 1 z 5 ,., GRANT AGREEMENT Project Name: Upper Colorado River Conservation and Recreation Project Project Completion Date: June 19, 2015 Great Outdoors Colorado Contract No.: 12611 PARTIES TO AGREEMENT Board /GOCO: The State Board of the Great Outdoors Colorado Trust Fund Address: 303 E. 17 Ave., Suite 1060 Denver, CO 80203 Telephone: (303) 226 -4515 Contact name: Josh Tenneson Grantee: Eagle County Address: P.O. Box 850 Eagle, CO 81631 Telephone: (970) 328 -8698 Contact name: Toby Sprunk Date: June 19, 2012 EXHIBITS Exhibit A Project Summary Exhibit B Approved Budget Exhibit C Due Diligence Checklist for a Great Outdoors Colorado Open Space Acquisition Project RECITALS A. The State Board of the Great Outdoors Colorado Trust Fund (referred to herein as "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 2011, GOCO created a statewide grant program, pursuant to which eligible entities could apply for river -based land acquisition and/or developed recreation project grants (the "River Corridors Initiative "). Grantee listed above (the "Grantee ") submitted a d • - EXHIBIT .0 B project application (the "Project Application ") which contemplates acquisition of certain property interests (the "Properties "). The Board approved the land acquisition components of Grantee's Project Application on June 19, 2012, as described in GOCO's project summary (the "Project Summary "), attached hereto as Exhibit A, both of which are incorporated herein by reference (the "Project "), subject to the execution of a detailed grant agreement, and subject to the terms and conditions set forth herein. GOCO and Grantee each have on file a copy of the Project Application. C. The Project Application contains components not included in the attached Project Summary and therefore not included in the Grant covered by this Agreement. Grant funds may be used solely for those components described in the Project Summary. C. The parties intend this agreement to be the detailed grant agreement required by GOCO (the "Agreement "). AGREEMENT SECTION 1— PROJECT SCOPE NOW, THEREFORE, in consideration of the premises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Incorporation of Recitals. The Recitals set forth above are hereby incorporated into the terms and conditions of this Agreement. 2. Grant and Project. GOCO hereby awards to Grantee a grant in the amount not to exceed $3,966,700 (Three Million Nine Hundred Sixty -six Thousand Seven Hundred Dollars) (the "Grant "), subject to the terms and conditions set forth in this Agreement and subject to the following specific condition(s) for this project: The final amount of funding for this project that will be available to Grantee at closing or reimbursement will be dependent upon the overall project being completed with no material changes. The Grant will not be increased, but GOCO may reduce the Grant if the project changes in any way that GOCO deems material. For example, a reduction in acreage, purchase price, or fair market value may cause a reduction in the Grant. Similarly, GOCO will release grant funds in portions if the project is completed in phases (i.e., more than one transaction), according to GOCO's determination of how the proportionate acreage, project cost, and value relates to the overall project and Grant. The Grantee and partners must meet GOCO's reporting requirements before any funds are released. The project must also comply with all of GOCO's policies and practices and must meet any special Board conditions as listed in the attached Project Summary. If this project anticipates future phases to accomplish additional work, the Grantee may apply for future GOCO funding; however, no additional GOCO funding is either implied or guaranteed. The Grant shall be used by Grantee solely to complete the Project as approved by GOCO. Grantee has provided GOCO with a resolution adopted by Grantee's governing body authorizing Grantee's acceptance of the Grant, subject to the terms and conditions of this Agreement, and designating an appropriate official to sign this Agreement on Grantee's behalf. Grantee hereby agrees to use its best efforts to complete the Project. 3. Project Scope. The Project will not be materially modified by Grantee 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 GOCO's funding award or requirement of a refund to GOCO from Grantee, pursuant to Paragraph 9 of 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 hereto as Exhibit B and incorporated herein by reference ( "Budget "). Eligible costs are described in Paragraph 7 of this Agreement. Note that the Project Application may contain a budget that does not match the approved version attached as Exhibit B and which, therefore, shall not be relied upon by GOCO or Grantee. Where discrepancies exist, the approved Budget in Exhibit B 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, no exercise by GOCO staff (the "Staff'), the Executive Director or GOCO of any right or discretion reserved by them hereunder shall be deemed an election, and no waiver by them of any action or requirement of Grantee, including any waiver of the foregoing conditions, 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 above shall have no legal effect on the contractual duties of the Grantee under this Agreement. 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 contemplated hereunder only apply to the purchase of the property interests specifically described in this Agreement. GOCO makes no representations regarding future funding for future phases of the Project or any other properties, whether or not described in the Project Application, Project Summary, or otherwise. SECTION 2 — GRANT PAYMENT 7. Eligible Costs. The following costs are eligible for reimbursement under the terms and conditions of this Agreement: A. Interest in Land. The purchase price of any interest in real property described in the Project Application and Project Summary, which may not exceed the fair market value as established by appraisal. B. Direct Costs. Costs directly associated with producing due diligence documents needed for closing the transaction on the Project, including but not limited to expenses for a title policy (including endorsements and other title company charges); an appraisal; Grantee's contract or "outside" attorneys' fees; an environmental hazards assessment; development of a management plan and baseline documentation; a survey, if needed; a geologist's mineral assessment, if needed; maps; and 50% of stewardship endowment costs, up to GOCO policy maximum of $7,500 for each property. 8. 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 the terms and conditions of this Agreement, including Grantee's fulfillment of all conditions precedent to funding as set forth in Section 3 herein. 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. 9. 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 refund of the Grant, and /or terminate this Agreement if GOCO determines in its sole discretion that: 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 and reflected in the Project Summary, and all such material changes have not otherwise received prior written approval of the Executive Director; C. Inaccuracies. Any statement or representation made or information provided by the Grantee in the Project Application, this Agreement or the due diligence materials is untrue, inaccurate or incomplete in any material respect; 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; or E. Termination of Use Restriction, Disposal of Property. The Use Restriction is terminated or if Other Interests purchased with the Grant are disposed of, in which event Grantee shall make a proportionate refund to GOCO. The Use Restriction shall contain provisions for calculating any such refund. SECTION 3 — CONDITIONS PRECEDENT 10. Completion Date. Grantee shall complete acquisition of the real property interest no later than June 19, 2015, which is three years after the date of GOCO's approval of the Project (the "Completion Date "). If applicable, Grantee may request an extension of the Completion Date in compliance with GOCO's Overdue Grant Policy, which Grantee hereby acknowledges it has received, or otherwise has access to in connection with this Agreement and is familiar with its requirements, and as may be amended from time to time by GOCO in its sole discretion ( "Overdue Grant Policy "). In addition to other rights set forth in this Agreement, GOCO may elect to terminate this Agreement and deauthorize the Project in the event this Completion Date is not met and/or Grantee fails to comply with the Overdue Grant Policy. 11. 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 so advise GOCO in writing. 12. Conditions Precedent to Funding. Grantee acknowledges that any acquisition of either Property prior to fulfillment of the terms and conditions of this Agreement and the disbursement of funds by GOCO is undertaken at Grantee's sole risk and may cause a forfeiture of the Grant. Anything else in this Agreement or otherwise to the contrary notwithstanding, the Grant is expressly conditioned upon Grantee's fulfillment of all terms and conditions of this Agreement to GOCO's satisfaction in its sole discretion, including, but not limited to, the following: A. Matching Funds. Matching funds in the minimum amount set forth in the Project Application and Project Summary must have been received by Grantee, or the status of efforts to secure matching funding were disclosed to GOCO staff and have been deemed satisfactory by GOCO. B. Due Diligence. The Staff shall conduct a due diligence review of the Project, the results of which must be satisfactory to GOCO in its sole discretion. Grantee shall assist and cooperate with the Staff in conducting such due diligence review, and in connection therewith shall provide the Staff with the information or documentation specified in the Due Diligence Checklist for a Great Outdoors Colorado Open Space Acquisition Project, as well as such other documentation and/or information as the Staff shall reasonably request. Grantee shall have the duty to update all such documentation and information as necessary to reflect material changes from the date such information is originally provided to GOCO. GOCO may in its sole discretion terminate this Agreement and deauthorize the Grant if Grantee fails to provide any information or documentation promptly when requested by Staff or as outlined in the Due Diligence Checklist for a Great Outdoors Colorado Open Space Acquisition Project, attached as Exhibit C and incorporated herein by reference, as may be amended from time -to -time by GOCO in its sole discretion ( "Due Diligence Checklist ") and further detailed in the Great Outdoors Colorado's Open Space Technical Supplement, which are hereby incorporated by reference and as may be amended from time -to -time by GOCO in its sole discretion ( "Technical Supplement "). Grantee hereby acknowledges that it has received a copy of the Technical Supplement, or otherwise has access to it in connection with this Agreement and is familiar with its requirements. In addition, Grantee must submit, where necessary, written evidence that all permits and approvals required for Project completion under applicable local, state and federal laws and regulations have been obtained, as well as any and all material revisions to the Budget, as required in Paragraph 4 above. C. Great Outdoors Colorado Use Restriction. Property acquired with Grant funds, whether through the acquisition of fee title, conservation easement, or any other technique, shall be held and managed in a manner designed to protect the Property's natural resources, open space and other conservation values, to prevent any development that would adversely affect such resources and values, and to ensure appropriate public access. This GOCO policy shall be implemented by inclusion of specific language in a conservation easement sufficient to implement the terms and conditions contained in the relevant GOCO model conservation easement, as may be amended from time -to -time by GOCO in its sole discretion (the "Use Restriction "). Grantee hereby acknowledges that it has received a copy of GOCO's form Use Restriction, or otherwise has access to it in connection with this Agreement and is familiar with its requirements. Each Use Restriction shall be acceptable to GOCO in form and content, and shall identify Grantee or a third party acceptable to GOCO as the Holder. In accordance with this requirement, Grantee hereby covenants and agrees as follows: (1) Conservation Easement Form. Grantee shall use GOCO's Use Restriction form, or shall incorporate the terms and conditions that are contained in GOCO's Use Restriction form in substantially the same language into Grantee's conservation easement form and shall obtain GOCO approval of the proposed Use Restriction in writing. Grantee acknowledges that GOCO recommends obtaining GOCO approval of the proposed Use Restriction document well in advance of closing. (2) Subordination to Use Restriction. All liens, encumbrances or other use restrictions and interests of record that, in GOCO's opinion, are inconsistent with the Use Restriction, must be discharged, released or subordinated to the Use Restriction. SECTION 4 — OTHER PROVISIONS 13. 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 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 thirty (30) days prior to their scheduled occurrences. Grantee shall cooperate with GOCO in preparing public information pieces, providing slides and photos of the Project from time to time, and providing access to the Property for publicity purposes to the extent allowed by the landowner. 14. Signage. Grantee shall erect, on each Property, one or more signs visible from the nearest public roadway, or from an alternative location approved by GOCO, identifying the Project to the public. Such signage shall be erected unless GOCO grants express written permission not to erect such signs. The number, design, wording, and placement of signs shall be submitted to GOCO for review and written approval prior to their placement. GOCO will provide reproducible samples of its logo to the Grantee for such signs and requires they be incorporated into the signs. Grantee shall erect signage either within ten (10) days of closing or prior to payment of the Grant, if GOCO funds are not used at closing, or within an alternative time period approved in advance by the Executive Director. 15. Liability. A. Indemnity. To the extent allowed by law, Grantee shall be responsible for, 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 hereby 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, 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. 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 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 which 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 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, and other similar requirements. To the maximum extent permitted by law, Grantee hereby 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. 16. Audits and Accounting Records. Grantee shall maintain standard financial accounts, documents, and records relating to the acquisition, use, management, operation and maintenance of the real property interest. The accounts, documents, and records related to acquisition of the real property interest shall be retained by Grantee for five (5) years following the date of disbursement by GOCO of the Grant funds under this Agreement, and 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. 17. Post - Completion Requirements. A. Stewardship. Grantee shall comply with the obligations of GOCO's stewardship policy, as may be amended from time to time by GOCO in its sole discretion (the "Stewardship Policy "). Grantee hereby acknowledges that it has received a copy of the Stewardship Policy, or otherwise has access to it in connection with this Agreement and is familiar with its requirements. B. Change of Use. If Grantee, in its reasonable discretion, determines a need for a change in use of the Property acquired with the Grant, Grantee shall notify GOCO in writing of its determination and request a change of use review ( "Change of Use Notice and Request "). GOCO will review the Change of Use Notice and Request in accordance with GOCO's Change of Use Policy and Substitution Policy, as may be amended from time to time by GOCO in its sole discretion (the "Change of Use and Substitution Policies"). Grantee hereby acknowledges that it has received a copy of the Change of Use and Substitution Policies or otherwise has access to the document in connection with this Agreement and is familiar with its requirements. Within sixty (60) days after submitting the Change of Use Notice and Request, Grantee shall submit to GOCO all documentation required under the Change of Use and Substitution Policies, and any additional documentation requested by GOCO as a result of its receipt and review of the Change of Use Notice and Request (collectively, the "Change of Use Documentation "). GOCO will review the Change of Use Documentation in good faith to determine whether or not the need for a change in use is a Compelling Public Need, as defined in the Change of Use and Substitution Policies. GOCO in its sole discretion will determine whether to grant, deny, condition GOCO's approval, or delay a decision on the Change of Use Notice and Request. 18. Breach. In addition to such other remedies as shall be 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 as provided herein. Further, GOCO reserves the right to deem Grantee ineligible for participation in future GOCO grants, loans or projects. C. In addition to the remedies set forth above, the Board shall be entitled to pursue any other remedy available at law or in equity. 19. 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. Consent to assign this Agreement may be withheld in the sole discretion of the Executive Director. 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 provisions of this Agreement and Grantee's obligations hereunder shall survive the funding of the Grant and the acquisition of, and any future conveyance of, the real property interest by Grantee. 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 transmitted by facsimile as if they were original signatures. H. Third Party Beneficiary. GOCO and Grantee hereby acknowledge and agree that this Agreement is intended only to cover the relative rights and obligations between GOCO and Grantee, and that no third party beneficiaries are intended. Notwithstanding the preceding statement, GOCO and Grantee hereby acknowledge that GOCO is intended to be and is a third party beneficiary of the covenants and terms of the Use Restriction and Grantee's real property interest therein. I. 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. J. Construction; Severability. 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. 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, such provision shall be deemed severed from this Agreement, and the balance of this Agreement shall otherwise remain in full force and effect. At any time when this Agreement refers to a party's ability to act or make determinations or decisions with discretion, this Agreement shall be construed to permit such party to act and to make such determinations and/or decisions in its sole discretion. K. 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 in this Agreement shall be valid unless made in writing and signed by the parties to this Agreement. L. 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 hereunder 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 by signature below of their authorized representatives execute this Agreement effective as of the _ day of , 2012. STATE BOARD OF THE GREAT GRANTEE: OUTDOORS COLORADO TRUST FUND By: B Y� y- Lise Aangeenbrug Executive Director Print Name: Title: EXHIBIT A Project Summary EXHIBIT B Approved Budget EXHIBIT C Due Diligence Checklist for a Great Outdoors Colorado Open Space Acquisition Project River Corridors Initiative Project Summary #12611 Rank: 4 Project Name: Upper Colorado River Avg. Reviewer Score: 88.00 Applicant: Eagle County GOCO Staff Score: 88.00 County /Counties: Eagle Avg. Overall Score: 88.00 Note that the Project Description below discusses all project elements proposed by the applicant The "Funding Uses" section discusses those project elements staff recommends funding. 1. Project Description As the state's namesake river, the Colorado is one of the best - known, most heavily used rivers in the West. There is a stretch, though, in Eagle County where recreational use of the river is virtually non - existent; and while there is a lot of federal land (mostly BLM) in the general vicinity, the private land on the valley floor is largely unprotected and inaccessible. This beautiful stretch of the Colorado needs protecting, and it needs recreational opportunities so that the public can enjoy all that it has to offer. Eagle County has been working diligently upstream to provide additional access; it now proposes to extend those efforts downstream by protecting over 1,200 acres, providing recreational access from those properties, and extend the Eagle Valley trail system along the river in Dotsero. Project components include: With partner The Conservation Fund, the County intends to acquire a conservation easement on the 1,000 -acre Colorado River Ranch, which straddles the upper Colorado north of Dotsero, provides 2 miles of river frontage, wildlife habitat, and scenic views, and will provide three separate areas for limited public access (including a put - in/take -out). In addition to existing structures, the landowner will reserve the ability to construct one residence, one bunkhouse, and an indoor riding arena. The County plans to acquire fee title to the 230 -acre Nottingham property and use it to provide primitive camping and river access. Nottingham is about two miles upstream of the Colorado River Ranch, contains two miles of river frontage, and provides riparian wildlife habitat. The County also plans to build the 4,000 -foot Eagle Valley Trail Connection in Dotsero, closing a gap in the county -wide trail system. 2. Staff Comments / Rationale for the Recommendation The keystone parcel in this project, the Colorado River Ranch, has been high on the conservation priority list of several organizations for a long time. It has seen its share of fits and starts, but the pieces seem to be falling into place to secure its protection. Those previously unsuccessful efforts may have been a blessing in disguise, because the public access components that have been worked out go well beyond anything previously proposed for this property and make it 7/10/2012 Page 1 of 3 even more attractive as a conservation and recreation piece. Along with the Nottingham acquisition, the County will now be able to provide additional put - in/take -out points in a stretch of the river that is currently overlooked and underused. It's highly unlikely that either acquisition can happen later or without GOCO funds, making this project both timely and urgent. It's true that this area is more remote than other projects we're recommending, but given the high conservation values, the public access, and the potential for increased use, we're confident that this is a very wise GOCO investment. As with other projects, we couldn't recommend full funding for the entire project. While we recognize the value of closing the Dotsero - Gypsum gap in the Eagle County Trail, we see that piece as less urgent and timely as either the acquisitions in this project and other trail construction in this grant cycle. This trail segment may be a candidate for future trails grant cycles. Reviewer Comments: • A true "river project" - great open space component; two miles of river frontage is really impressive in this location. • Putting together beautiful conserved lands with public access on the most significant river in the southwest is truly extraordinary. • Colorado needs its namesake river! • Terrific project, protection of critical habitat and working ranch along with needed public access. This adds to the County's larger vision for the Colorado. 3. Funding Sources The applicant/grantee will be responsible for providing funding to complete the project as described in the "Funding Uses" section below. If an award is made, GOCO staff will work with the applicant to meet project needs and balance the release of GOCO funds with GOCO's cash flow needs. Proposed Budget Percentages of Contributor with GOCO Award Projeecct, Value GOCO Award — $3,966,700 50% Open Space Cash Match $3,993,880 50% In -Kind $10,000 <1% Total Value: $7,970,580.00 100% 4. Funding Uses GOCO will require the applicant/grantee to sign a grant agreement agreeing to a budget and work plan for project elements that will use GOCO funds for the following purposes. The applicant/grantee shall provide GOCO with an updated /revised budget and work plan reflecting amounts for these project elements: • Acquisition by Eagle County of a conservation easement over the 1,017 -acre Colorado River Ranch, subject to the condition below. 7/10/2012 Page 2 of 3 • Acquisition by Eagle County of fee title to the 228 -acre Nottingham property, with a conservation easement to be held by a party acceptable to the County and GOCO. GOCO will reserve the right to review and approve the updated /revised budget and work plan so that it matches the GOCO grant amount (if any) and GOCO's expectations for what the applicant will accomplish with this project. 5. 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't CD E 0 Cy •• • DUE DILIGENCE CHECKLISTS FOR CLOSING AND FOR REIMBURSEMENT DUE DILIGENCE CHECKLIST FOR A - GREAT OUTDOORS GOCO LAND ACQUISITION PROJECT - Z -- COLORADO CLOSING This document applies to projects that will close using GOCO funds. This document does not apply to land donations where GOCO funds are used only for transaction costs. Please see Great Outdoors Colorado's current Instructions for GOCO's Open Space Application Form and Technical Supplement to Land Acquisition Grants for a detailed description of these documents and why GOCO requires them. These documents are required prior to closing and the disbursement of GOCO's funds: Within 60 days after grant award. 1) Signed Grant Agreement (including Appraisal Guidelines and Flowchart signed by Grantee and appraiser and Signage Form signed by Grantee) 2) Resolution of Corporate Authority At least 90 days before closing: 3) Signed Purchase or Option Agreement 4) Title Commitment and related documents 5) Water rights due diligence demonstration At least 60 days before closing: 6) Draft Conservation Easement 7) Survey (if necessary) 8) Environmental Site Assessment 9) Geologist's Mineral Assessment At least 7 days before dosing 10) Organizational Stewardship Report (if an update is necessary) 11) Final Appraisal (must have received a positive review from GOCO's reviewer and has no outstanding issues) 12) Final Budget 13) Wire Transfer Instructions, Draft Buyer's Settlement Statement, and Closing Documents 14) Resolution or Proof of Corporate Authority to Accept Property Interest 15) Baseline Documentation Report (provide to GOCO within 6 months for winter closings or extenuating circumstances) This document may be submitted after dosing: 16) Land Management Plan, if necessary (provide to GOCO within 1 year) NOTE: If you provide these documents in a timely fashion, GOCO will make every effort to meet your anticipated closing date. Please recognize that GOCO must approve all due diligence for your project at least two days prior to closing, because GOCO has to request the wire transfer from the state treasurer's office the day before closing. We are also reviewing due diligence for other grants, so delays in providing this information to GOCO may prevent GOCO from approving the due diligence in time to present GOCO funds at closing. DUE DILIGENCE CHECKLISTS FOR CLOSING AND FOR REIMBURSEMENT DUE DILIGENCE CHECKLIST FOR A GREAT s . GOCO LAND ACQUISITION PROJECT — i k OUTDOORS REIMBURSEMENT " r. COLORADO This document applies to projects that have already closed and for which you are seeking reimbursement from GOCO. This document does not apply to land donations where GOCO funds are used only for transaction costs. Please see Great Outdoors Colorado's current Instructions for GOCO's Open Space Application Form and Technical Supplement to Land Acquisition Grants for a detailed description of these documents and why GOCO requires them. These documents are required prior to the disbursement of GOCO's funds: With the application: 1. Qualified appraisal 2. Title insurance policy (with copies of all Schedule B documents) Within 60 days alter grant award: 3. Signed Grant Agreement (including Appraisal Guidelines and Flowchart signed by Grantee and appraiser and Signage Form signed by Grantee) 4. Resolution of Corporate Authority At least 90 days before reimbursement: 5. Signed Purchase or Option Agreement 6. Title Commitment and related documents 7. Water rights due diligence demonstration At least 60 days before reimbursement: 8. Recorded Conservation Easement and Draft Amendment 9. Survey (if necessary) 10. Environmental Site Assessment 11. Geologist's Mineral Assessment At least 7days before reimbursement. 12. Organizational Stewardship Report (if an update is necessary) 13. Final Appraisal (must have received a positive review from GOCO's reviewer and has no outstanding issues) 14. Final Budget 15. Signed Buyer's Settlement Statement, and other documents signed/recorded at closing 16. Choice of payment option (you may receive funds by wire or by check) 17. Baseline documentation report (submit within 6 months electronically or on CD) This documentmaybe submitted after reimbursement. 18. Land Management Plan, if necessary (submit within 1 year electronically or on CD) •