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HomeMy WebLinkAbout2018-11 Support the Great Outdoors Colorado Grant Application for the Gore Creek Riparian Habitat RestorationRESOLUTION NO. 11 SERIES OF 2018 A RESOLUTION IN SUPPORT OF THE GREAT OUTDOORS COLORADO GRANT APPLICATION FOR THE GORE CREEK RIPARIAN HABITAT RESTORATION; AND SETTING FORTH DETAILS IN REGARD THERETO. WHEREAS, the Town of Vail (the "Town"), in the County of Eagle and State of Colorado is a home rule municipal corporation duly organized and existing 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 duly elected and qualified; WHEREAS, the State Board of the Great Outdoors Colorado ("GOCO") Trust Fund is a political subdivision of the State of Colorado which invests a portion of the net proceeds of the Colorado Lottery into the state's parks, wildlife, open space and recreational resources; WHEREAS, the Town applied for a $38,847 grant from GOCO to restore the riparian habitat in Gore Creek (the "Project"); WHEREAS, the Council's approval of Resolution No. 11, Series of 2018, is required for the Town to apply for the GOCO grant. NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE VAIL TOWN COUNCIL OF THE TOWN OF VAIL THAT: Section 1. The Council hereby approves the application for a grant with GOCO and authorizes the Town Manager to enter into the agreement with GOCO. Section 2. This Resolution shall be effective immediately upon adoption. INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Vail held this 20th day of March 2018. V-4414 ct Dave Chapin Town Mayor Resolution No. 11, Series of 2018 (REVISED 04/16/18) RESOLUTION NO. 11 SERIES OF 2018 A RESOLUTION IN SUPPORT OF THE GREAT OUTDOORS COLORADO GRANT APPLICATION FOR THE GORE CREEK RIPARIAN HABITAT RESTORATION; AND SETTING FORTH DETAILS IN REGARD THERETO. WHEREAS, the Town of Vail (the "Town"), in the County of Eagle and State of Colorado is a home rule municipal corporation duly organized and existing 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 duly elected and qualified; WHEREAS, the State Board of the Great Outdoors Colorado ("GOCO") Trust Fund is a political subdivision of the State of Colorado which invests a portion of the net proceeds of the Colorado Lottery into the state's parks, wildlife, open space and recreational resources; WHEREAS, the Town applied for a $38,847 grant from GOCO to restore the riparian habitat in Gore Creek (the "Project"); WHEREAS, the Council's approval of Resolution No. 11, Series of 2018, is required for the Town to apply for the GOCO grant. NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE VAIL TOWN COUNCIL OF THE TOWN OF VAIL THAT: Section 1. The Council hereby approves the application for a grant with GOCO and authorizes the Town Manager to enter into the agreement with GOCO. Section 2. This Resolution shall be effective immediately upon adoption. INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Vail held this 20th day of March 2018. V-4)441 c( -- Dave Chapin Town Mayor Resolution No. 11, Series of 2018 (REVISED 04/16/18) RESOLUTION NO. 11 SERIES OF 2018 A RESOLUTION IN SUPPORT OF THE GREAT OUTDOORS COLORADO GRANT APPLICATION FOR THE GORE CREEK RIPARIAN HABITAT RESTORATION; AND SETTING FORTH DETAILS IN REGARD THERETO. WHEREAS, the Town of Vail (the "Town"), in the County of Eagle and State of Colorado is a home rule municipal corporation duly organized and existing 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 duly elected and qualified; WHEREAS, the State Board of the Great Outdoors Colorado ("GOCO") Trust Fund is a political subdivision of the State of Colorado which invests a portion of the net procee s of the Colorado Lottery into the state's parks, wildlife, open space and recreati nal resources; riparian JHEREAS, the Town applied for a $38,847 grant from GOCO to restore the habitat in Gore Creek (the "Project"); HEREAS, the Council's approval of Resolution No. 11, Series of 2018, is require for the Town to apply for the GOCO grant. IOW, THEREFORE, BE IT HEREBY RESOLVED BY THE Vail Town Council OF THE Town of Vail THAT: 1 The Council hereby approves and supports the application for a grant wi h GOCO. ection 2. This Resolution shall be effective immediately upon adoption. INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Vail held this 20th day of March 2018. Resolution No. 11, Series of 2018 Dave Chap! Town Mayor DocuSign Envelope ID: 9BD11 EA3-4C29-44EA-9CDC-4E47CDDD53C7 GRANT AGREEMENT Project Title: Contract Number: Final C¢mpletion Date: PROJECT: Gore Creek Riparian Habitat Restoration 18854 December 15, 2019 PARTIES TO AGREEMENT: Board: The State Board of the Great Outdoors Colorado Trust Fund 1900 Grant Street, Suite 725 Denver, CO 80203 Grantee: Town of Vail 75 South Frontage Road, Vail, CO 81657 RECITALS 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 Colorad Constitution, adopted at the November 1992 General Election, which article appropriates a portion of the net proceeds of the Colorado Lottery to the Board and directs the Board to invest those proceeds in the state's parks, wildlife, open space and recreational resource. In 2017, the Board offered a statewide grant program pursuant to which eligible entities ould apply for grants for habitat restoration projects on eligible properties. Grantee submitted a detailed application ("Project Application") to the Board for a habitat restoration grant, which contemplates the execution of the project entitled and described above (" roject"). The parties acknowledge that they have on file a complete copy of the Project Applicat'on, which is incorporated by reference. The Board approved Grantee's Project Application on December 15, 2017, subject t the execution of a detailed grant agreement. The parties intend this agreement to be the detailed mal grant agreement required by the Board ("Agreement"). Updated 11/2017 Page 1 of 13 DocuSign Envelope ID: 90 11 EA3-4C29-44EA-9CDC-4E47CDDD53C7 AGREEMENT NOW, THEREFORE, in consideration of the parties' mutual covenants contained in this Agreem: nt and other good and valuable consideration, the receipt and sufficiency of which are acknowl-dged, the parties agree as follows: 1. ncor . oration of Recitals. The Recitals set forth above are incorporated into this Agreenhent. 2. epresentations and Warranties of Grantee. a. Grantee is a Municipality, duly organized in accordance with the laws of Colorado and has full and lawful authority to enter into, and comply with the terms of, this Agreement. b. c. Grantee's governing body has authorized entering into this Agreement as evidenced by the resolution attached and incorporated as Exhibit A. Grantee warrants that the land upon which the Project is to be performed is either (1) owned by a land trust or other private party and is permanently protected by a conservation easement or other permanent use restriction or (2) publicly owned open space. 3. Grant and Project. Subject to the terms and conditions set forth in this Agreement, the Board awards to Grantee a sum not to exceed $38,847.00 ("Grant"). The Grant shall be used by Grantee solely to complete the Project, in substantial conformity with the final plans, specifications, designs and uses approved by the Board. 4. project Scope. Grantee shall not materially modify the Project or the Budget, as defined below, without the prior written approval of the Executive Director of GOCO ("Executive Director") or the Executive Director's designee, such approval to be in GOCO's sole discretion. Any material modification to the Project undertaken without GOCO's prior written consent may be deemed a breach of this Agreement by GOCO, entitling GOCO to all remedies available under this Agreement. If Grantee determines with reasonable probability that the Project will not or cannot be completed as approved by GOCO, Grantee will promptly advise the Board in writing and cooperate in good faith to seek a resolution before any further funds are advanced. 5. 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 and indirect costs associated with the Project, a copy of which is attached and incorporated as Exhibit B ("Budget"). The Project Application contains a budget that may 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. Updated 11/2017 Page 2 of 13 DocuSign Envelope ID: 98011EA3-4C29-44EA-9CDC-4E47CDDD53C7 6. Insurance. Grantee shall maintain general liability insurance for the entire period of the Project that covers all staff and volunteers participating in the Project, for protection in the event of injury and/or damage. The insurance limits shall not be less than $1,000,000 per occurrence and $2,000,000 aggregate. If the Grantee contracts with another organization to complete the Project, it is the responsibility of the Grantee to ensure its contractor carries insurance that fulfills this requirement. 7. Grantee Efforts. Grantee shall complete the Project in a timely fashion, in a good and workmanlike manner, and consistent with this Agreement and GOCO's approvals related to the Project. 8. Completion Date. Grantee shall complete the Project and submit the Final Report described below no later than December 15, 2019 ("Project Completion Date"), which is two calenda$ years after the Board's approval of the Project. Grantee may request an extension of the Project Completion Date in compliance with GOCO's Overdue Grants procedure, which is attached as Exhibit C, as may be amended from time to time by GOCO in its sole discretion. If Grantee determines with reasonable probability that the Project will not or cannot be completed by the Project Completion Date or any extended completion date, Grantee will promptly advise the Board in writing and cooperate in good faith to seek a resolution before any further funds are advanced. 9. uture 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 or any other projects, whether or not described in the Project Application. 10. }Matching Funds. Grantee shall obtain the matching cash and in-kind contributions for the Project as reflected in the approved Budget or any approved modifications and as required by GOCO, and shall provide evidence of match as GOCO may require in its reasonable discretion. 11. Disbursement of Funds. Once the Project is complete, Grantee shall submit a final report to GOCO detailing the accomplishments of and expenditures related to the Project ("Final Report"). The Project is complete when all restoration efforts proposed in the Project Application have been completed. The Final Report must be submitted using GOCO's Habitat Restoration Program Final Report Form (available at www.goco.org or by contacting GOCO). In its discretion, GOCO may request additional documentation before its approval of the Final Report.Upon GOCO's approval of the Final Report, GOCO shall pay the funds awarded through the Grant, subject to any reductions or delays contemplated by any provision of this Agreement. 12. Conditions for Disbursement of Funds. The Grant is subject to the following requirements and conditions. a. The Grant and all matching funds shall be used only for those eligible costs proposed in the Project Application. The Grant and all matching funds may not be used to pay for Updated 11/2017 Page 3 of 13 DocuSign Envelope ID: 96011 EA3-4C29-44EA-9CDC-4E47CDDD53C7 ineligible expenses including but not limited to non -fixed asset purchases (such as maintenance equipment), fundraising costs, any real property purchases, or any other costs deemed to be ineligible by the Board, at the Board's sole discretion. b. Disbursement of Grant funds shall be made on the basis of costs actually incurred by Grantee. All costs exceeding $1,000 must be supported by written documentation (receipts, bills, etc.). In its discretion and depending on the nature of the Project, GOCO May require documentation of mechanics' lien waivers or waivers of claims to public project performance bonds as a precondition to any disbursement under this Agreement. c. lxcept as otherwise agreed to in advance by GOCO in accordance with the terms of this Agreement, no material modifications may be made to the Project. Material Modifications to the Project to which GOCO has not agreed may result in a reduction in the Grant. "Material Modifications" may include, but are not necessarily limited to, a reduction in the total cost of the Project, a reduction in the size or number of restoration components to be completed, changes to the nature of the restoration or volunteer components of the Project, or any other variance from the Project as presented in the Project Application. It is the sole responsibility of Grantee to inform GOCO of any such modifications to the Project. GOCO strongly encourages Grantee to contact GOCO in writing when it becomes aware of or wishes to make any such modifications, however seemingly minor, to the Project. 13. payment of Grant Subject to Sufficient Net Lottery Proceeds. Payment of the Grant is subject to GOCO's determination in its sole discretion that it has received and has available sufficieit net lottery proceeds to fund the Grant and that Grantee has complied with this Agreentent, including Grantee's fulfillment of all conditions precedent to funding. In determining the sufficiency of net lottery proceeds, GOCO may consider all facts and circum*tances as it deems necessary or desirable in its discretion, including, but not limited to adequate reserves, funding requirements and/or commitments for other past, current and future grants, and past, current and future GOCO operating expenses and budgetary needs. 14. project Operation and Maintenance. GOCO shall not be liable for any cost of maintenance, management or operation of the Project incurred after the original or any extended Project Completion Date. 15.Storytelling. If storytelling costs were awarded as part of the Grant, the following requtretinents apply: a. The Grantee may not modify its storytelling (also referred to as "marketing and communications") strategy from the proposal submitted in the Project Application without prior approval by GOCO communications staff. If GOCO staff determines the marketing and communications strategy requires additional planning, GOCO may ask the (grantee to submit more details for approval prior to GOCO releasing the storytelling portion of the Grant. However, any need for additional storytelling planning will not affect GOCO's payment of the remainder of the Grant for the Project. GOCO will release Updated 11/2017 Page 4 of 13 DocuSign Envelope ID: 9BD11 EA3-4C29-44EA-9CDC-4E47CDDD53C7 the storytelling portion of the Grant upon its final approval of the marketing and communications strategy. b. 13ligible costs include staff time and contractor expenses to plan and manage the storytelling project, as well as direct costs to produce marketing and communications materials and events to highlight the project to the conservation community and the public at large. GOCO funding shall not be used to supplement the Grantee's regular communications efforts or for storytelling on unrelated projects. c. Incorporate the GOCO and Colorado Lottery logos into marketing and communications nhaterials. For example, include the logos in the footer of a website, within the closing fame of video, and/or wherever is most appropriate. Do not alter the logos in any way. ubmit a request for current logos to infogoco.org. d. isual and written content with GOCO branding must be reviewed and approved by OCO before it is distributed publicly. This includes any content drafted for press r• leases, fact sheets, talking points, social media, websites, and the like that mentions reat Outdoors Colorado or GOCO, as well as any visual materials such as video rough c ts, beta websites, and online display ads. Send drafts or proofs of materials to i fo a Joco.or J. Please allow three business days for review and approval. e. he materials produced and/or events hosted with GOCO's storytelling funding must be completed within one year of Project completion, unless GOCO permits additional time ecause it requires further storytelling strategy planning in accordance with Paragraph 15.a. above. The Grantee shall provide status updates to GOCO communications staff ithin one month of Project completion and every six months thereafter, or more equently if appropriate, while the work is in progress. After completion, the Grantee ust provide GOCO with copies of any materials that were produced and/or event s mmaries, a final project budget, copies of invoices/receipts for all cash expenditures ver $1,000, and a description of the work completed. GOCO staff may request ditional information. g. 11 materials, publications, artwork, videos, photographs, websites, and any other work .roduct developed as a result of GOCO's storytelling funding will be the sole and e► clusive property of the Grantee. However, GOCO reserves the right to use and .uplicate such materials and work product in any print or electronic publication or .latform for publicity, illustration, advertising, web content, and other purposes at any t me without the need to seek pre -approval from the Grantee. he Grantee must have the permission of the property owner and/or conservation e. cement or use restriction holder prior to beginning any marketing and communications i volving the property. 16. om ► liance with Re ulato Re s uirements and Federal and State Mandates. Granter assumes responsibility for compliance with all regulatory requirements in all applicable areas, i cluding but not limited to nondiscrimination, worker safety, local labor preferences, Updated 11/2017 Page 5 of 13 DocuSign Envelope ID: 9B 11 EA3-4C29-44EA-9CDC-4E47CDDD53C7 preferr:d vendor programs, equal employment opportunity, use of competitive bidding, permits, approv Is, local, state and federal regulations and environmental laws, and other similar require ents. To the maximum extent permitted by law, Grantee will indemnify and hold the Board, xecutive Director, and GOCO staff harmless from any liability for any failure to comply with any such applicable requirements. 17. ondiscrimination. During the performance of this Agreement, Grantee and its contrac ors, subcontractors and agents shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicp, medical condition, marital status, age or sex, or any other basis prohibited by local, state or federal law. Grantee and its contractors shall ensure that the evaluation and treatment of their e ployees and applicants for employment are free of such discrimination. 18. ' ublici and Pro'ect Information. a. c. rantee shall acknowledge Board funding in all publicity issued by it concerning the roject. rantee shall cooperate with GOCO in preparing public information pieces, providing cess to the Project for publicity purposes to the extent allowed by the landowner, and roviding photos or other imagery of the Project from time to time, which GOCO r• serves the right to use and duplicate in any print or electronic publication or platform r publicity, illustration, advertising, web content, and other purposes at any time ithout the need to seek pre -approval from the Grantee. rantee shall give the Board the right and opportunity to use information gained from the roject. rantee shall give the Board a minimum of 30 days' notice of Project grand openings, edications, or other events. e. • t no time shall Grantee represent in any manner to the public or to any party that it is ffiliated with GOCO or acting on behalf of GOCO. 19. iabili a. 1 rantee shall be responsible for, and to the extent permitted by law (including any constitutional or statutory limitations on the ability of a governmental entity to provide i demnification), indemnify, defend and hold harmless the Board, its officers, agents and ployees from any and all liabilities, claims, demands, damages or costs (including r asonable legal fees) resulting from, growing out of, or in any way connected with or i cident to Grantee's performance of this Agreement. Grantee waives any and all rights t i any type of express or implied indemnity or right of contribution from the State of olorado, the Board, its members, officers, agents or employees, for any liability r• suiting from, growing out of, or in any way connected with or incident to this greement. Updated 11/2017 Page 6 of 13 DocuSign Envelope ID: 9BD11 EA3-4C29-44EA-9CDC-4E47CDDD53C7 b. Grantee acknowledges that Grantee is the owner of the Project and the property upon which it is located, or has managerial control of the Project or the property, and that GOCO neither possesses nor controls the Project, the property, nor the operations of the Project. c. 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 protections provided to the Board under the Colorado Governmental Immunity Act ("CGIA") as amended or as may be amended in the future (including, without limitation, any amendments to such statute, or under any similar statute that is subsequently enacted). This provision may apply to Grantee if Grantee qualifies for protection under the Colorado Governmental Immunity Act, C.R.S. § 24-10-101 et seq. The Board and Grantee understand and agree that liability for claims for injuries to persons or property arising out of the negligence of the Board, its members, officials, agents and employees may be controlled and/or limited by the provisions of the CGIA. The parties agree that no provision of this Agreement shall be construed in such a manner as to reduce the extent to which the CGIA limits the liability of the Board, its members, officers, agents and employees. 20. Audits and Accounting. Grantee shall maintain standard financial accounts, documents, and records relating to the use, management, and operation of the Project. Grantee shall retain the accounts, documents, and records related to the Project for not less than five years following the final date of disbursement of funds under this Agreement. The Board, or its designated agent, shall have the right, upon reasonable notice to Grantee, to audit the books and records of Grantee that pertain to the Project and to the use and disposition of the Grant. While Grantee is not required to use GAAP (Generally Accepted Accounting Principles), Grantee shall use reasonable and appropriate accounting systems in maintaining the required records under this Agreement. 21. Inspection. Throughout the term of this Agreement, GOCO shall have the right to inspect the Project to ascertain compliance with this Agreement. 22. Withdrawal of Board Fundinz; 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: a. facts have arisen or situations have occurred that fundamentally alter the expectations of the parties or make the purposes for the Grant as contemplated infeasible or impractical; b. any material modifications in the scope or nature of the Project have occurred from that which was presented in the Project Application approved by GOCO and such material modifications have not received the prior written approval of GOCO; Updated 1 1/2017 Page 7 of 13 DocuSign Envelope ID: 9B 11 EA3-4C29-44EA-9CDC-4E47CDDD53C7 c. a y statement or representation made by Grantee in the Project Application, this greement, the Final Report, or otherwise is untrue, inaccurate or incomplete in any aterial respect; d. t e results of GOCO's review of the Final Report is not acceptable to GOCO; e. t e Project will not or cannot be completed by the Project Completion Date or any e tensions granted, or delays in the implementation of the Project have occurred which, i the Board's judgment, make the Project impracticable; f. t e Project will not or cannot be completed within the Budget or any approved odifications, or the total Project cost and/or Grantee's matching funding are reduced ithout GOCO's prior written approval; g. t tle to or encumbrances against the property are or become such that Grantee is unable to c•mplete the Project. 23. reach a. I the event that Grantee breaches any of the terms, covenants, representations, or c•nditions of this Agreement, the Board may elect to enforce any and all remedies a ailable at law or in equity, including without limitation any of the following: 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. After payment (partial or full) of Grant: A. Deny Grantee eligibility for participation in future Board grants, loans or projects; B. Seek specific performance of Grantee's obligations under this Agreement; C. Receive reimbursement in full, or in part, of disbursement made under the Grant. b. he foregoing remedies are cumulative and may be exercised independently or in c•mbination and are not exclusive to one another or to any other remedies available at 1 w or in equity. In the event GOCO must pursue any remedy under this Agreement and i . the substantially prevailing party, GOCO shall be awarded its costs and reasonable 1 gal fees, including costs of collection. Updated 11/2017 Page 8 of 13 DocuSign Envelope ID: 9BD11 EA3-4C29-44EA-9CDC-4E47CDDD53C7 24. Good Faith. There is an obligation of good faith on the part of both parties, including the obligation to make timely communication of information that may reasonably be believed to be material to the other party. 25. Assignment. Grantee may not assign its rights or delegate its obligations under this Agreement without the express written consent of the Board, which consent shall be in the discretion of the Board. Any assignment shall require that, at a minimum, the assignee is eligible to receive grants from the Board and assumes Grantee's ongoing obligations under this Agreement. 26. Applicable Law. This Agreement shall be governed by the laws of the State of Colorado, and venue for any dispute under this Agreement shall lie exclusively in the City and County of Denver. 27. No Joint Venture. Nothing in this Agreement shall be construed to create a joint venture, partnership, employer/employee or other relationship between the parties other than independent contracting parties. Neither party shall have the express or implied right to act for, on behalf of, or in the name of the other party. 28. Severability. 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. 29. Time is of the Essence. Time is of the essence in this Agreement. 30. Survival. The terms and provisions of this Agreement and the parties' covenants under this Agreement shall survive the funding of the Grant and the completion of the Project. 31. 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. 32. Third -Party Beneficiary. The Board and Grantee acknowledge and agree that this Agreement is intended only to cover the relative rights and obligations between the Board and Grantee and that no third -party beneficiaries are intended. 33. 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. 34. Construction. Each party has reviewed this Agreement, and therefore any usual rules of construction requiring that ambiguities be resolved against a particular party shall not be applicable in the construction and interpretation of this Agreement. Updated 11/2017 Page 9 of 13 DocuSign Envelope ID: 9BD11 EA3-4C29-44EA-9CDC-4E47CDDD53C7 35. Waiver. The failure of either party to enforce a term of this Agreement shall not be deemed a waiver of such term or right of enforcement as to that breach or any subsequent breach. No waiver shall be enforceable under this Agreement unless signed by the party against whom the waiver is sought to be enforced. 36. Entire Agreement. Except as expressly provided in this Agreement, this Agreement constitutes the entire agreement of the parties. No oral understanding or agreement not incorporated in this Agreement shall be binding upon the parties. No changes to this Agreement shall be valid unless made in writing, approved by the Board, and signed by the parties. 37. 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 by signature below of their authorized representatives execute this Agreement effective as of . STATE BOARD OF THE GREAT GRANTEE: OUTDOORS COLORADO TRUST FUND Town of Vail By: By: Chris Castilian Title: Executive Director GOCO Program Staff: Route Grant Agreement to Executive Director for signature: Updated 11/2017 Page 10 of 13 DocuSign Envelope ID: 9B 11 EA3-4C29-44EA-9CDC-4E47CDDD53C7 EXHIBIT A RESOLUTION Updated 11/2017 Page 11 of 13 DocuSign Envelope ID: 98 11 EA3-4C29-44EA-9CDC-4E47CDDD53C7 EXHIBIT B PROJECT BUDGET (Submit a new budget if the project numbers have changed.) Updated 11/2017 Page 12 of 13 DocuSign Envelope ID: 9B 1 11 EA3-4C29-44EA-9CDC-4E47CDDD53C7 GOCO ability t procedu 1 EXHIBIT C OVERDUE GRANTS PROCEDURE nderstands that there are unforeseen circumstances that may interfere with a grantee's complete a project by the project completion date set forth in the grant agreement. This e outlines the options available to grantees to extend a grant deadline. 1) ) 3) ) Staff Extensions: Staff can grant an extension for at least 90 days and up to the date of the next scheduled GOCO Board meeting beyond that 90 days. A grantee may only request one staff extension per project. a. The grantee must submit a request for a staff extension prior to the original project completion date via email or postal mail to the appropriate GOCO program staff. b. Requests must include the following: a) grantee name; b) project title; c) contract number from the grant agreement; d) original project completion date; e) percent of project completed to date or due diligence items completed to date for land acquisitions; f) reason for delay; g) estimated date of project completion or closing; and h) estimated date of final report submission to GOCO, if applicable. c. Staff will notify the grantee via email of the decision to grant or deny the request for a staff extension. Board Extensions: If the grantee needs more time than a staff extension would provide, the grantee must request a board extension. A grantee can request a second board extension if needed, although this is not a favorable action. a. The grantee must submit a request for a board extension prior to the original or staff -extended project completion date. b. The board will consider the request for board extension at its next scheduled meeting. Staff will notify the grantee via email of the board's decision to grant or deny the request for a board extension. c. Requests for a second board extension must follow all of the procedures listed above. To request a staff or board extension, notify your grant coordinator, who will create an extension request form in GOCO's online portal system for you to complete and submit. GOCO expects the grantee to request the appropriate amount of time needed to complete the project. Failure to complete a project by the original due date, or by any extended due dates authorized by staff or the board, may result in the de -authorization of the grant and a suspension from applying in future grant cycles. Updated 11/2017 Page 13 of 13