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HomeMy WebLinkAbout2011-03 IGA with Eagle County School District for the Red Sandstone Elementary School Playground Improvements RESOLUTION NO. 3 Series of 2011 A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN OF VAIL AND EAGLE COUNTY SCHOOL DISTRICT REJ50 FOR THE RED SANDSTONE ELEMENTARY SCHOOL PLAYGROUND IMPROVEMENTS; AND SETTING FORTH DETAILS IN REGARD THERETO. WHEREAS, the Town of Vail (the "Town" ) . in the Count of Ea and State of Colorado is a home rule municipal corporation dul or and existin under the laws of the State of Colorado and the Town Charter (the "Charter"' WHEREAS, the members of the Town Council of the Town ( the "Council") have been dul elected and q ualified; WHEREAS. the Town owns the propert referred to as the Red Sandstone Elementar School pla ( the "Pla WHEREAS. On April 12, 2006, the Town and Ea Count School District RE-50J ( "District") entered into the Red Sandstone Elementar School Lease. This lease is for a minimum of 30 y ears; WHEREAS, the Town and District additionall have a joint use a at the same location with Vail Recreation District ( the "VRD" for a soccer field WHEREAS, the Town has received a $161,203.00 g rant on behalf of the District for the Pla renovation from the Great Outdoors Colorado Trust Fund ( "GOCO" ) ; WHEREAS, THE Town and the District wish to enter into an Inter A (the "IGA") outlinin the terms and conditions which the Town and District will fulfill to obtain the g rant-, • WHEREAS. the Council considers it in the interest of the public health, safet and welfare to enter into this IGA; and WHEREAS. the Council's approval of Resolution No. 3, Series 201 is re to enter into an IGA. u 5i NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: Section I The Council hereb approves and authorizes the Town Mana to enter into the IGA with the District for the Red Sandstone Elementar School pla renovation, in substantiall the same form as attached hereto as Exhibit A and in a form approved b the Town Attorne Section 2. This Resolution shall take effect immediatel upon its passa INTRODUCED, PASSED AND ADOPTED at a re meetin of the Town C unc* the Town of Vail held this I' da of Februar 201 Richard Cleveland Town Ma ATT Of VA/ (;e3leii onaldson, �' ow ow erk Resolution No. 3. Series 201 co INTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN OF VAIL AND EAGLE COUNTY SCHOOL DISTRICT RE50J This A made this da of 2011, b and between the Town of Vail, a municipal corporation (the Town" a Colorado municipal corporation, 75 South Fronta Road, Vail, Colorado 81657, ( "the Town" and Ea Count School District RE50J ( the "District " t Witnesseth: WHEREAS, the Town has applied for and received a g rant from Great Outdoors Colorado, (GOCO for the Red Sandstone Elementar School Pla Improvements-, WHEREAS, the District is an ineli recipient of the g rant and the parties intend b this a for the Town to be the conduit throu which the District will receive the benefit of the g rant; WHEREAS, the Grant A ( the "'Grant" between the Town and GOCO is attached to this a as Exhibit "A"; WHEREAS, the District intends to bind itself to the Town for all of the Town's obli stated in the Grant; and WHEREAS, this Inter A is authorized pursuant to Sections 29-1-201 and 30-11-101, Colorado Revised Statutes, as amended, and Article XIV, Section 18, of the Colorado Constitution. Now therefore, in consideration of the mutual promises stated below and other valuable consideration, the parties a A 1. The Town shall use its best efforts to fulfill all the conditions precedent to obtain the g rant stated in the Grant. The District will cooperate with the Town and provide all documents necessar for the Town to fulfill the conditions precedent. The District further assumes all other Town liabilities, and binds itself to the Town for all the Town's obli to GOCO, contained in the Grant. Town warrants and represents that it has complied with all re stated in the Grant documents and has obtained all necessar consents for the dele of responsibilities and limited assi of ri arisin under the Grant to enter into this A 2. The Town does not assume an obli to the District to construct, operate, or maintain the improvements contemplated b the g rant. I p 3. Unless a claim b GOCO arises out of the ne or other wron act of the Town, the District shall be responsible to the Town for an claim under the Grant, in the same manner and extent as the Town ma be responsible to GOCO. 4. The District shall operate and maintain the 'improvements contemplated b the Grant, in accordance with established District polic for pla maintenance. Should an claim for personal in propert dama or wron death be asserted as a result of the construction, operation, h J maintenance, or use of the improvements contemplated by the Grant, the parties shall be responsible for such claim in the manner provided by the Colorado Governmental Immunity Act and the Colorado law concerning pro -rata liability. The parties shall not be jointly and severally liable for such claims. S. By executing this agreement the parties do not waive any immunity or limit liability contained in the Colorado Governmental Immunity Act; do not create a multiyear fiscal obligation; and do not create any other financial obligation not supported by a current appropriation. r s 6. This agreement does not create any rights in any individual not a party to this agreement. 7. This document and exhibits, shall constitute the entire agreement of the parties. g p 8. The District hereby grants to the Town a limited license in, and right of entry to, the property described in Exhibit ` *B" for the purposes stated in the Grant, Exhibit "A ", and for no other purpose. Such license and right of entry shall be exercised only in the event the District has failed to comply with the requirements of the Grant and shall include all rights reasonably necessary, as determined by the Town, for the Town to enter upon the property and perform its obligations to GOCO under the Grant. This right includes the ability of the Town to use its employees, agents or outside contractors. This license and right of entry further includes the right to enter upon the property with any equipment or vehicles. 9. The Town shall disburse the funds to the District according to the requirements stated in Exhibit iiA'ff i 10. This agreement, including the limited right of entry and license, shall terminate simultaneously with the termination of all Town obligations under the Grant. ATTEST: EAGLE COUNTY" SCHOOL DISTRICT RE 5+0J BOARD OF EDUCATION 6 M [Title] [Title] ATTEST: TOWN OF V AIL [Title] [Title] i EXHIBIT "Alt GRANT AGREEMENT DATE: PROJECT: Pro Title: Red Sandstone SchooWei Pla Renovation a. Contract Number: 11069 b. Project Location: Completion Date: December 8, 2012 PARTIES TO AGREEMENT, Board: The State Board of the Great Outdoors Colorado Trust Fund Address: 1600 Broadwa Suite 1630 Denver, CO 80202 Teltpbone: ( 303 ) 226-4500 Facsimile: ( 303 ) 863-7517 Grantee: Town of Vail Address. 75 South Fronta Road Vail, CO 81657 Contact Name: Gre Barrie Contact Title: Landsape Architect Ttlepbone: ( 970 ) 479-2337 Facsimile: ( 970 ) 479-2166 E-mail GBarrle@vail RECITALS A. The State Board of the Great Outdoors Colorado Trust Fund (referred to herein as "LOCO" or the "Board") is a political subdivision of the State of Colorado, created b Article XXVII of the Colorado Constitution, adopted at the November 1992 General Election, which article appropriates a portion or the net proceeds or the Colorado Lotter to the Board and directs the Board to invest those proceeds in the State's parks, wildlife, open space and recreational resources. B. In 1994 the Board created a statewide g rant pro pursuant to which eli entities could appl for g rants for local g overnment parks and outdoor recreation projects to which Grantee responded with a detailed application ( the "Project Application" C. Grantee submitted a Project Application to the Board which contemplates the execution of the project entitled and described above (the "Pro j ect"J. The parties acknowled that the have on rile a complete cop of the Project Application. D. The Board approved Grantee's Project Application on December 8. 20 10, sub to the execution of a detailed g rant a and subject to the terms and conditions set forth herein. The panics intend this a to be the detailed final g rant a re b the Board ( the "A AGREEMENT 1 � NOW, THEREFORE, in consideration of the parties" mutual covenants contained herein and other g ood and valuable consideration, the receipt and sufficienc of which air hereb acknowled the panics hereto a as follows: I . Incorwration of Recitals. The Recitals set forth above are hereb incorporated into the terms of this A 2. Reo ions and Warranties of Grantee. a. Grantee is a Municipalit dul or in accordance with the laws of Colorado and has full and lawful authorit to enter into, and compl with the terms of, this A b. Grantee's g overnin g bod has authorized enterin into this A as evidenced b the resolution attached hereto as Appendix A. C. Grantee warrants that it has g ood and sufficient title to the propert or properties on which the Project is to be located (the "Propert GOCO ma re Grant" to provide evidence of its ownership of the Propert and encumbrances a the Propert satisfactor to GOCO in GOCO's discretion prior to fundin 3. Grant and Pro Subject to the terms and conditions set forth in this A the Board hereb awards to Grantee a sum not to exceed $161,203.00 ( the "Grant"). The Grant shall be used b Grant" solel to complete the Project. in substantial conformit with the final plans, specifications, desi and uses approved b the Board. 4. E Scojw Grantee shall not materiall modif the Project or the Project bud (attached hereto as Appendix B, the "Bud without the prior written approval of the Executive Director of GOCO ("Executive Director ") or the Executive Director's desi such approval to be in GOCO' sole discretion. An material modification to the Project undertaken without GOCO's prior written consent ma be deemed a breach of this A b GOCO, entitlin GOCO to all remedies available under this A If Grantee determines with reasonable probabilit that the Pro will not or cannot be completed as reflected in the Project Application. Grantee will promptl so advise the Board, and coopcmte in g ood faith to seek a resolution before an further funds arc advanced. S. Grantee Efforts. Grantee shall complete the Pro in a timel fashion, in a g ood and workmanlike manncr, and consistent with this A and GOCO's approvals related to the Project.. 2 1 i i • r. M r F 6. Completion Date Grantee shall complete the Project and submit its Final Report no later than December 8, 2012 (the "Completion Date ") which is two calendar years after the Board's approval of the Project. Grantee may request an extension of the Completion Date in t compliance with GOCO's Overdue Grants Policy, a summary of which is attached as Appendix i x C ("Overdue Grants Policy "). If Grantee determines with reasonable probability that the Project will not or cannot be completed by the Completion Date or any extended completion date, Grantee will promptly so advise the Board, and cooperate in good faith to seek a resolution ' before any further funds are advanced. 7. Matching Funds Grantee shall obtain the snatching cash and in -kind contributions for the Project as reflected in the Budget and as rewired by GOCO policy, and shall provide such evidence of the same as LOCO may require in its discretion from time -to -time. 8. Dfsbu ement of Funds. a. Advance Payment: If Grantee opts to receive a portion of the Grant funds prior to beginning work on the Project (an "Advance Payment "), Grantee shall provide LOCO with a copy of the fully - executed contract or contracts under which a substantial portion of the Project f will be completed. Such contract or contracts shall show the work and the cost of the work to be completed. LOCO may, in its discretion, request additional documentation to support making an Advance Payment. An Advance Payment for Local Park and Outdoor Recreation Grants shall I not exceed 70% of the funds contracted for the Project or 50% of the Grant, whichever is less. I An Advance Payment for Mini Grants shall not exceed 75% of the funds contracted for the Project or 50% of the Grant, whichever is less. An Advance Payment shall be considered a loan until the Project is complete and Final Payment (as defined below) has been made. if Grantee opts to receive an Advance Payment, it may not receive a Progress Payment (as defined below). b. Progress Payment: If Grantee has opted to forego an Advance Payment and has opted to receive a portion of the Grant funds after starting but prior to completing work on the Project (a "Progress Payment "), Grantee shall provide LOCO with a progress report detailing expenditures and ro ss made to date ("Progress Report"). The Progress Report must be submitted using p $m 8r � 8 � 8 GOCO's Progress Report form (available at www.,goco.o M or by contacting GOCO). GOCO may, in its discretion, request additional documentation to support making a Progress Payment. or A Progress Payment for Local Park and Outdoor Recreation Grants shall not exceed 70 of the funds expended to date for the Project or 50% of the Grant, whichever is less. A Progress Payment for Mini Grants shall not exceed 75% of the funds exp to date for the Project or y � � 50% of the Grant, whichever is less. A Progress Payment shall be considered a loan until the Project is complete and Final Payment (as defined below) has been made. If Grantee received an Advance Payment, it may not receive a Progress Payment. x C. Final Payment: Once the Project is complete, Grantee shall submit a final report to GOCO detailing the accomplishments of and expenditures related to the Project (the "Final Report "). The Project is "complete" when all facilities, trails or other improvements included in the Project have been built and are ready for their intended use. The Final Report must be ti submitted using GOCO's Final Report form (available at www oco.4rg or by contacting r r 3 r C e, i GOCO). GOCO ma in its discretion, re additional documentation before its approval of the contents of the Final Report. Upon GOCO's review and approval of the Final Report, GOCO shall pa the outstandin balance on the Grant ( the "Final Pa subject to an reductions contemplated b an provision of this A 9. Condition for is of Funds. Except as provided in Para 10 below, the Grant is subject to the followin re and conditions. a. The Grant and all matchin funds shall be used onl for the cost of fixed assets, includin construction of new facilities, and enlar or renovation of existin facilities. The Grant and all matchin funds ma not be used to pa y for maintenance costs, administrative costs ( such as salaries associated with administerin the Grant, office supplies, telephone, or travel expenses), non-fixed assets ( such as athletic or maintenance e or an other costs deemed to be ineli b the Board,, at the Board's sole discretion. Notwithstandin the fore matchin funds ma include up to 50% of the total desi en and/or architectural costs. b. Disbursement of Grant funds shall be made on the basis of costs actuall incurred b Grantee and supported b written documentation ( receipts, bills Is, etc. GOCO ma in its discretion, dependin on the nature of the Project, re q uire documentation of mechanics lien waivers or waivers of claims to public pro performance bonds as a precondition to an disbursement under this A C. Except as otherwise a to in advance b GOCO in accordance with the terms of this A no material modifications ma be made to the Project. Material modifications to the Project to which GOCO has not a ma result in a reduction in the Grant. "'Material modifications" ma include, but are not necessaril limited to, a reduction in the total cost of the Project, a reduction in the size or number of recreational development components to be constructed, chan to the nature of the recreational development components to be constructed, or an other variance from the Project as presented in the Project Application. R is the sole 01 responsibilit of Grantee to inform GOCO of an such modifications to the Project. GOCO stron encoura Grantee to contact GOCO in writin when it becomes aware of or wishes to make an such modifications, however seemin minor, to the Project. 10. wain r. The Executive Director or the Executive Director's desi ma in such person's discretion, waive or a to modif one or more of the obli in sections 8. 9. and 16 of the A or ma permit performance of one or more of such obli subse to disbursement. Pa of the Grant yment g f Gra t Sub 11. PS t to SuM Net ry Pmulds is sub to GOCO"s determination In its sole discretion that it has received and has available sufflicient net lotter proceeds to fund the Grant. In determinin the sufficienc of net lotter proceeds, GOCO ma consider all facts and circumstances as it deems necessar or desirable in its discretion, includin but not limited to, ade reserves, fundin re and/or commitments for other past, current and future g rants, and past, current and future GOCO operatin expenses and bud needs. 4 I2. Pmiect Operation and M M Intensu ll . a. Grantee shall operate, mana and maintain the Project in a reasonable state of repair for the purposes specified in the Project Application for a period of 25 y ears from the date of completion of the Project or the useful life of the Project, in accordance with product wwmtI.1% and/or the g enerall y accepted standards in the parks/recreation communit and provide and maintain access to the Project and to the Propert re of the Propert ownership. b. Failure to compl with the provisions of Para 12.a. ma be deemed a breach b Grantee under Para 21, below. C. GOCO shall not be liable for an cost of maintenance, mana or operation of the Project. d. Within 60 da of a reasonable re b the Board, Grantee will provide the Board with ade records reflectin the operatin and maintenance costs of the Project and provide the Board with such other information concernin the use of the Project b the public and the impact of the Project. 13. Eu c Ac Grantee a for itself and its successors in interest, to allow reasonable public access to the Pro for the term specified in Section 12. Grantee ma temporaril close such public access for construction, maintenanct, emer situations,, or other reasonable purposes. 14. Compliance with Retulato R and Federal and State Mandates. Grantee hereb assumes responsibilit for compliance with all re re in all applicable areas, includin but not limited to nondiscrimination. worker safet local labor preferences, preferred vendor pro e emplo opportunit use of competitive biddin permits, approvals. and other similar re remcnts. To the extent permitted b low, Grantee will indemnif and hold the Board harmless from an liabilit for an failure to compl with an such applicable re 15. Nondi Durin the performance of this A Grantee and its contractors, subcontractors and a shall not unlawfull discriminate a an emplo or applicant for emplo because of race, reli color, national ori ancestr ph handicap, medical condition, marital status, a or sex, or an other basis prohibited b local, state or federal law. Grantee and its contractors shall ensure that the evaluation and treatment of their emplo and applicants for emplo are free of such discrimination. Further, durin the performance of this A Grantee and an actin on behalf of Grantee shall not en in an unlawful discrimination in permittin access and use of the Project, 16. Publicity and Project Inbrmation. a, Grantee shall erect and maintain a si at a prominent location on the Project site acknowled the assistance of Great Outdoors Colorado and the Colorado Lotter GOCO will provide such si at no cost to Grantee. Alternativel GOCO will provide reproducible samples of its lo to Grantee for custom si i. GOCO shall approve in advance the desi of an permanent si materiall var from the sips provided b GOCO. To obtain such approval, Grantee shall submit to GOCO plans describin the number, desi placement, and wordin of si and placards shall be submitted to the Board for review and approval prior to completion of the Project. ii. The Board ma withhold Final Pa pendin evidence of placement of permanent si a b. Grantee shall acknowled Board fundin in all publicit issued b it concernin the Project. C. Grantee shall cooperate with the Board or the Board's desi in advance in preparin public information pieces related to the Pro d. Grantee shall g ive the Board the ri and opportunit to use information pined from the Project. e. Grantee shall g ive the Board a minimum 30 da notice of Project g rand openin dedications, or other events. f Grantee shall g ive timel notice of the Project, its inau si and j. completion to the local members of the Colorado General Assembl members of the board of count commissioners of the count or counties in which the Pro is located, as well as to other appropriate public officials. 9. Grantee shall provide q ualit y di photo ( or printed photo if unable to provide di photo of the completed Project with the Final Report. h. At no time shall Grantee represent in an manner to the public or to an part that it is affiliated with GOCO or actin on behalf of GOCO. 17. Liability. a. Grantee shall be responsible for, and to the extent permitted b law ( includin g an constitutional or statutor limitations on the abilit of a g overnmental entit to provide indemnification indemnif defend and hold harmless the Board, its officers, a and emplo from an and all liabilities, claims, demands, dama or costs (includin reasonable le fees resultin from, g rowin g out of, or in an wa connected with or incident to Grantee's performance of this A Grantee hereb waives an and all ri to an t of express or implied indemnit or ri of contribution from the State of Colorado, the Board, its members, officers, a or emplo for an liabilit resultin from, g rowin g out of, or in an wa connected with or incident to this A Grantee acknowled that Grantee is the owner of the Project and the Propert upon which it is located, or has control of the Project and the r0i 6 Propert and that GOCO neither possesses nor controls the Project, the Propert not the to) operations of the Project. b. An else in this A to the contrar notwithstandin no term or condition of this A shall be construed or interpreted as a waiver, either express or implied, of an of the immunities, ri benefits or protection provided to the Board under the Colorado Governmental Immunit Act ("CGIA") as amended or as ma be amended in the future (includin without limitation, an amendments to such statute, or under an similar statute which is subse enacted). This provision ma appl to Grantee if Grantee q ualifies for protection under the Colorado Governmental Immunit Act, C.R.S. §24- 10.101 el se The Board and Grantee understand and a that liabilit for claims for injuries to persons or propetty arisin out of the ne of the Board, its members, officials, a and emplo ma be controlled and/or limited b the provisions of the CGIA. The parties a that no provision of this A shall be construed in such a manner as to reduce the extent to which the CGIA limits the liabilit of the Board, its members, officers, a and emplo 18. Audits and A ccountine. Grantee shall maintain standard financial accounts, documents, and records relatin to the use, mana and operation of the Project. The accounts, ro) documents, and records related to the Project shall be retained b Grantee for not less than five (5) y ears followin the date of disbursement of funds under this A The Board, or its desi a shall have the ri upon reasonable notice to Grantee, to audit the books and records of Grantee which pertain to the Project and to the use and disposition of the Grant. While Grantee is not re to use GAAP (Generall Accepted Accountin Principles), Grantee shall use reasonable and appropriate accountin s in maintainin the re records hereunder. 19. ins Throu the term of this A GOCO shall have the ri to • inspect the Project to ascertain compliance with this A 20. Wit hd of Board Fundi Termi of Armem, An else in this ; ' A or otherwise to the contrar notwithstandin the Board ma withdraw, in whole or in part, the Grant and/or terminate this A and/or seek a refund of pa alread made if the Board determines in its discretion that: a. facts have arisen or situations have occurred that fundamentall alter the expectations of the patties or make the purposes for the Grant as contemplated 'infeasible or impractical; b. an y material modifications in the scope or nature of the Project have occurred from that which was presented 'in the Project Application and such material modifications have not received the prior written approval of GOCO; C. an statement or representation made b Grantee in the Project Application, this A the Advance Pa documentation, the Pro Report, the Final Report, or otherwise is untrue, inaccurate or incomplete in an material respect-, 7 I I i ro d. the results ofGOCO's review of the Advance Payment documentation, the Progress Report, or the Final Report are not acceptable to GOCO; C. the Project will not or cannot be completed by the Completion Date or any extensions granted thereto or delays in the implementation of the Project have occurred which, in the t Board's judgment, make the Project impracticable; f . f. the Project will not or cannot be completed within the Budget or an approved J P g Y r modifications, or the total Project cost and/or Grantee's matching funding are reduced; g. title to or encumbrances against the Property are or become such that Grantee is unable to complete the Project, or the Project and/or the Property are or become unavailable for public use; M h. sufficient net lottery proceeds are not available to fund the Grant. C ro 21. Breach. a. In the event that Grantee breaches any of the terms, covenants. representations, or conditions of this Agreement, the Board may elect to enforce any and all remedies available at law or in equity, including without limitation, any of the following: i. Prior to payment of Grant: A. Withdraw the Grant and terminate this Agreement; and, B. Deny Grantee eligibility for participation in future Board grants, loans or projects. ii. After payment (partial or full) of Grant: A. Deny Grantee eligibility for participation in future Board grants, loans or Projects; r B. Seek specific performance of Grantee "s obligations under this Agreement; r M C. Receive reimbursement in full of disbursement made under the Grant. f b. The foregoing remedies are cumulative and may be exercised independently or in combination and are not exclusive to one another or to any other remedies available at law or in equity. In the event LOCO must pursue any remedy hereunder and is the substantially prevailing party, LOCO shall be awarded its costs and reasonable legal fees, including P g Pa Y g g costs of collection. r i 22. Good Faitb. There is an obligation of good faith on the part of both parties, including the obligation to crake timely communication of information which may reasonably be believed to be material to the other party. ; i w , 1 i 23. A ignment Grantee may not assign its rights under this Agreement without the consent of the Board, which consent shall be in the discretion of the Board. Any assignment shall a require, at a minimum, that the assignee is eligible to receive grants from the Board and assumes t Grantee's ongoing obligations under this Agreement. 24. Anolicable Law This Agreement shall be governed by the laws of the State of Colorado and venue for any dispute hereunder shall lie exclusively in the State Courts of the City and County of Denver. s a: 25. No Joint Venture Nothing in this Agreement shall be construed to create a joint M venture, partnership, employer /employee or other relationship between the parties hereto other r than independent contracting parties. Except as permitted under the remedies provisions hereunder, neither party shall have the express or implied right to act for, on behalf of, or in the l l name of the other party. i M a 26• Severability If any provision of this Agreement, or the application thereof, is found to be invalid, the remainder of the provisions of this Agreement, or the application of such provision, other than those as to which it is found to be invalid, shall remain in full force and effect. M f 1 4 • 27. Time is of the Esatnce. Time is of the essence in this Agreement. i 28. Survive . The terms and provisions of this Agreement and the parties' covenants hereunder shall survive the funding of the Grant and the completion of the Project, z 29. Fax and Counterparts_. This Agreement may be executed in one or more counterparts, each of which shalt be an original, but all of which when taken together shall constitute one Agreement. to addition, the parties agree to recognize signatures of this Agreement transmitted by telecopy or email as if they were original signatures. t 30. Third Party Seneficia . The Board and Grantee hereby acknowledge and agree that rY -- Y S $ I this Agreement is intended only to cover the relative rights and obligations between the Board and Grantee and that no third party beneficiaries are intended. l I 31. CoRSIEHdion. Each party hereto has reviewed and revised for requested revisions o r 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. I 3 X 32♦ Waiv ,. � „ The failure of either party to enforce a term hereof shall not be deemed a waiver of such term or right of enforcement as to that breach or any subsequent breach of the same, similar or different nature. No waiver shall be enforceable hereunder unless signed by the party against whom the waiver is sought to be enforced. C 9 a i 33. :Entire Agreem Except as expressly provided herein, this Agreement constitutes the f r entire agreement of the parties. No oral understanding or agreement not incorporated in this ; a Agreement shall be binding upon the panics. No changes to this Agreement shall be valid unless made as an amendment to this contract, approved by the Board, and signed by the parties. ; � t N WITNESS WHEREOF, the parties by signature below of their authorized representatives execute this A cement effective as of the _ day of 2011. . gr r A ♦ 1 STATE BOARD OF THE GREAT GRANTEE: OUTDOORS COLORADO TRUST FUND Town of Vail t B B Lisc Aangccnbrug Name: Executive Director Title: t r f � • M a s t a N , - A i 1 ♦ ♦ M a I 3 1 4 4 r r k I 10 Y • 1 r r x a M : I I i ii i r i C 1 it r t � 7 r i � e v 1 d # 1 l a � APPENDIX A RESOLUTION } r 1 i r s r 1 s r i 9 r f t w } { f ,� a h 9 1 s i M X N I. t t # f i # { M i 1 • • r u co • a: u F � s u k • •«. b � a t 3 S a i Y 4 i i R A it A I i I y { R y A Y h A 1 _ I 1 " Y s M Y } Y t I i i k i N " 4 4 APPENDIX C SUMMARY UP OVERDUE GRANTS POLICY (For information only - GOCO's full Overdue Grants Policy can be found at www.goco.org) s i = 1 f r t • 1 f • i M • 1 i i S " t • e I 7 . • GREAT OUTDOORS �. COLORADO Summary of Great Outdoors Colorado Overdue Grants Policy See www.eoco.ore or call 303.226 -4500 for a complete copy of the Overdue Grants Policy Grant is current and the original due date is applicable, GOCO Staff ( "Staff") will send a letter to the Grantee within ba days of the project's anticipated due date to remind Grantee that the final report will soon be due, This letter wil I d the Grantee of GOCO's lit for p roject modifications and project proj s ill a so remind policy p ,� p � extensions. # 1: complete the project b the o due date or an Failure to camp y y y extended due dates OF authorized b LOCO as discussed below, may result in the de- authorization of the rant by Y Y 8 the GOCO Board ( "Board "). Also, failure to complete the project by the applicable due date may result in the applicant being suspended from applying in pending or future grant i cycles. ' r Grant is current and the original due date is applicable, but the grantee needs to request an extension. i w i If the Grantee needs to extend the original due date of the current project, the Grantee must notify GCVO immediately by submitting a written request to the Executive Director of GOCO "Executive Director" that outlines the specific need for the extension, known as a G ( ) P � Request for a Staff Extension. Staff extensions do not exceed 90 days. GOCO Staff have s the discretion to grant one 94Mday extension if the request is deemed reasonable and decision warranted. Staff will notify the Grantee in w o f the ecrs ion to grant or deny the r for a staff extension. Failure to submit the Request for a Staff f�Extension to the Executive Director 30 days prior to the original due date may result in the de-authorization of the grant by the Board. i If the Grantee needs an extension of more than 90 days, the Grantee shall forgo the staff extension and apply for a Board extension as discussed below. l Grant is current and the Grantee bas already received a staff' extension and desires � further extension by the Board, OR the Grantee elects to forgo the staff extension in favor of seeking a Board extension. If the Grantee needs an extension in addition to the staff extension, or has elected to forgo the staff extension, the Grantee must notify LOCO immediately by submitting a written request to the Executive Director that outlines the specific need for the extension, known as a Re west or a Board Eartensron. The Grantee's Request for a Board Extension will be considered by the Board at its next scheduled meeting. The Board has the sale discretion to grant or deny the requested extension. The grant wil I not be considered overdue while the request for extension is pending. r µ a m 'i. i h Y t } Failure to submit the Request jar a Board Extension to the Executive Director 30 days prior to the original due date or staff extended due date may result in the de- authorization of the grant by the Board. Grant Is overdue; the original due date or extended due date has passed. If the Grantee has not fulfilled the requirements of the GOCO grant award, and has not completed the project by the original due date set forth in the Grant Agreement or by any extended date(s) as approved by GOCO, stag` will send a De- authorization Warning letter to the Grantee no later than 60 days after the applicable due date has passed. The De-authorization Warning letter will state that the grant shall be presented to the Board for de- authorization or other appropriate action at the next scheduled Board meeting. The Grantee must respond to the De- authorization Warning letter at least 14 days g � g _ prior to that Board meeting. The Board has the sole discretion to de- authorize the grant, extend the due date or tape any other action it deems appropriate, including but not limited to modifying the terns and conditions of the grant award. Staff will notify the Grantee in writing of the Board's decision. if an extension is not grunted, a written Notice of De- authorization will be sent to the Grantee. Failure to respond to the De- authorisation Warning letter will result in an automatic de- authorization of the grant and will result in the applicant being suspended from applying in pending or future grant cycles. r R • M r 1 r I -, 7 t : A APPENDIX D INTERGOVERNMENTAL (or otber) AGREEMENT � (If applicable. i p c R ti e • 1 i M r • t i y k � r A i i r q } I i 0 r r M f I y { � Y 1 t � 4 R y t FF 3 -' 1 1 w