HomeMy WebLinkAboutresolution.council.056-09RESOLUTION NO.~
Series of 2009
A RESOLUTION OF THE CTI'Y COUNCIL OF THE CITY OF ASPEN, COLORADO,
APPROVING A GRANT AGREEMENT FROM THE STATE BOARD OF THE
GREAT OUTDOORS COLORADO TRUST FUND FOR THE COMPLETION OF
THE HARMONY PARK PLAYGROUND PROJECT, AND AUTHORIZING THE
MAYOR OR PARKS AND OPEN SPACE DIRECTOR TO EXECUTE SAID GRANT
AGREEMENT ON BEHALF OF THE CITY OF ASPEN, COLORADO.
WHEREAS, the City of Aspen supports the completion of the Harmony Pazk
playground project;
WHEREAS, the City of Aspen has received a grant from Great Outdoors
Colorado to fund the Harmony Pazk playground project.
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY
OF ASPEN, COLORADO:
That the City Council of the City of Aspen hereby authorizes the Mayor or Pazks
and Open Space Director to sign the grant agreement with Great Outdoors Colorado, a
copy of which is annexed hereto and incorporated herein, and does hereby authorize the
Mayor or Pazks and Open Space Dtrector to execute said grant agreement on behalf of
the City of Aspen; further the City Council authorizes the expenditure of funds as
necessary to meet the terms and obligations of the grant agreement and application.
IN'~'RODUC/EJD~,READ AND ADOPTED by the City Council of the City of Aspen on
the~day of ~, 2009.
~-~r-6~
Michael .Ireland, Ma or
I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the
foregoing is a true and accurate copy of that resolution adopted by the City Council of the
City of Aspen, Colorado, at a meeting held on the day he inabove stated.
Kathryn S. K ,City Clerk
C:\Documents and Settings\stephene\Local Settings\Temporary Internet
Files\Content.0utlook\P37WOANGU-Iannony Park.doc
G REAT OUTDOORS
COLORADO
July 9, 2009
Stephen Ellsperman, Director, Pazks and Open Space
City of Aspen
130 S. Galena Street
Aspen, CO 81611
Re: Grant Agreement for Harmony Park, GOCO log # 09368
Dear Stephen,
Congratulations on receiving a grant award from Great Outdoors Colorado (GOCO). Enclosed are
two copies of the grant agreement for your project, Harmony Park. Please read the contract
carefully as it will be the official agreement between Great Outdoors Colorado and the grantee.
GOCO requires that the City of Aspen and GOCO execute a Declaration of Covenants and
Conditions, which is attached, before the final payment is disbursed. Please see attachment G for
specifics. Also, please be certain to complete the project location address at the top of both
agreements. Providing the information in handwritten form is sufficient.
The reimbursement funds for the final payment, less requested progress payments, available upon
completion of the project, will be disbursed during the quarter from October through December of
2009, subject to sufficient net lottery proceeds being available to the Board. The final report
.documentation must support all project expenses and must provide proof that the incurred expenses
have been pain in full.
Please use the following checklist to ensure the grant agreement contains all information required
for review and GOCO signature. Samples of each aze attached.
^ A copy of the grant application, as submitted to GOCO in March of 2009.
^ A resolution authorizing execution of the contract by the sponsoring entity.
^ A revised budget reflecting the actual grant amount ($90,473.00), making changes if necessary
to increased applicant and/or partner funding to cover any difference between requested and
awarded amounts; or any other agreed upon changes that may affect the overall scope and cost
of your project.
^ A revised timeline, which reflects GOCO's award date and anticipated payment date.
Completion of the project must fall prior to June 18, 2011.
^ An Intergovernmental Agreement or Memo of Understanding, as needed
STATE BOARD OF THE GREAT OUTDOORS COLORADO TRUST FUND
1600 BROADWAI' ~ SUITE 7650 ~ DeNVER. CO 80202
TELErHONe 303-226-4500 ~ FACSi nniLe 303-863-7517
F-MAIL: info Gr3oco.or
GREAT OUTDOORS
COLORADO
Be aware that any proposed changes to the project must be submitted after both parties have signed
the grant agreements. Once agreements have been signed, the request must be approved, in
writing, in advance of the implementation of the proposed changes.
The appropriate official identified in the resolution must sign the agreement. Please return two
signed copies to GOCO within 45 days, or by August 24, 2009. Your grant maybe deauthorized
if not received by this date, so please notify us of any delays. We will return a signed copy of the
grant agreement and a copy of the submitted application for your records.
Please note, work on the project may not begin until an executed grant agreement signed by
the City of Aspen and GOCO has been completed.
I look forward to working with you. Please do not hesitate to call with any questions
Sincerely,
a~~~
ie Lecce
Program Coordinator
Enclosure
Grantee Acknowledgment:
On behalf of the grantee, I acknowledge that the grant amount listed
above is the maximum amount possible to receive for this project,
and that GOCO's matching requirements must be met to qualify for
the full awazd. I also acknowledge that the anticipated payment dates
for this grant aze estimated, and actual distribution is dependent upon
sufficient net lottery proceeds being available to the Board.
Title:
STATE BOARD OF THE GREAT OUTDOORS COLORADO TRUST FUND
1600 BROADWAY SuirE 1650 DENVER. CO 80202
TEEeriloNE 303-226-4500 ~ FACSIMILE 303-863-7517
F-MAIL: ~n~o «~EOCn.urk
GREAT OUTDOORS
COLORADO
September 2, 2009
Stephen Ellsperman
Director, Parks and Open Space
City of Aspen
130 S. Galena Street
Aspen, CO 81611
Re: Grant Agreement for Harmony Park, GOCO log # 09368
Dear Stephen,
Enclosed is one executed grant agreement between City of Aspen and Great Outdoors
Colorado (GOCO) for the Harmony Park project. Disbursement of funds, as indicated by
the grantee, has been outlined in the grant agreement. If chosen, the optional progress
payment will be available at the project's mid-completion point. The final payment will
occur upon project completion, fulfillment of all terms and conditions of the grant
agreement, and a successful desk audit of the project documentation.
Please remember grant awards are based on the information provided in the application.
To ensure compliance with the character of the grant, grantees are required to request and
submit a Project Modifications Form if any material changes to the project are necessary.
Great Outdoors Colorado is pleased to be a partner with you on this project, and we look
forward to working with you to complete your goals. If you have any questions about
GOCO's grant administration process, do not hesitate to contact me at (303) 226-4523.
~mcer ty,
imee es ey
Program ana
Enclosure
STATE UOARD OF TIIC GREAT OUTDOORS COIORA DO TRUST Rr:NU
X600 H~iUA DvNAY SUITE ~6$~) UfNVCIL ~.O ~'U3~)Z
Tri. n•nuNr 303-22G-4500 ~ Fncsin~iir 303-8(i3-7517
GRANT AGREEMENT
DATE: July 9, 2009
PROJECT:
Project Title: Harmony Park
a. Contract Number: 09368 ~Q~J
b. Project Location: ~gRmoivu~
Completion Date: June 18, 2011
p s~~h~ ~.
PARTIES TO AGREEMENT:
Board: The State Board of the Great Outdoors Colorado Trust Fund
Address: 1600 Broadway, Suite 1650
Denver, CO 80202
Telephone: (303) 226-4500
Facsimile: (303) 863-7517
Grantee: City of Aspen
Address: 130 S. Galena Street
Aspen, CO 81611
Contact Name: Stephen Ellsperman
Contact Title: Director, Parks and Open Space
Telephone: (970) 920-5000
Facsimile: (970) 920-5197
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 the Board and directs
the Boazd to invest those proceeds in the State's parks, wildlife, open space and recreational
resources.
B. In 1994, the Board created a statewide grant program, pursuant to which eligible
entities could apply for grants for local government parks and outdoor recreation projects to
which Grantee responded with a detailed application (the "Project Application").
C. Grantee submitted a Project Application to the Boazd which contemplates the
execution of the project entitled and described above (the "Project"), a copy of which Project
Application is incorporated by reference and attached as Appendix A.
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July 9, 2009
D. The Boazd approved Grantee's Project Application on June 18, 2011, subject to
the execution of a detailed grant agreement, and subject to the terms and conditions set forth
herein. For purposes of this Agreement, the "Project" shall be defined as the project described in
the Project Application, as the same may be modified pursuant to the terms of this Agreement.
E. The parties intend this agreement to be the detailed final grant agreement required
by the Board (the "Agreement").
AGREEMENT
NOW, THEREFORE, in consideration of the parties' mutual covenants 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 aze hereby incorporated into the
terms of this Agreement.
2. Grant and Proiect. Subject to the terms and conditions set forth in this Agreement, the
Board hereby awards to Grantee a sum not to exceed $90,473.00 (the "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.
3. Proiect Scone. Grantee shall not materially modify the Project without the prior written
approval of the Executive Director of GOCO ("Executive Director"), 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.
4. 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.
5. Matc6in¢ Funds. Except as otherwise specifically provided under Pazagraph 7e, below,
prior to funding of the Grant by GOCO, Grantee shall obtain the matching cash and in-kind
contributions for the Project as described in the Project Application and as required by GOCO
policy, and shall provide such evidence of the same as GOCO may require in its discretion from
time-to-time.
6. Representations 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. Grantee's City Council has authorized entering into this Agreement as evidenced
by the resolution attached hereto as Appendix B;
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July 9, 2009
c. Grantee has fee simple title to the property on which the Project is to be located
(the "Property"), as evidence by the documentation attached hereto as Appendix C, and no other
restrictions, liens, easements, rights of way, encumbrances or other matters have been made of
record against the Property. GOCO may require Grantee to provide an Ownership and
Encumbrance report satisfactory to GOCO in GOCO's discretion prior to funding. If the
Property is not under control of Grantee, the Intergovernmental Agreement attached hereto as
Appendix I, between Grantee and the property owner submitted with the Project Application and
attached hereto as Appendix A continues in effect and unmodified; and,
d. No material modifications have been made to the Project Budget (the "Budget")
and Project Timeline (the "Timeline") for this Project (which are attached hereto and
incorporated herein as Appendix D and Appendix E respectively). Grantee hereby agrees to
promptly submit all material revisions to their Budget and Timeline for advanced written
approval by LOCO, which approval shall be in GOCO's sole discretion. As provided further
below, the Board reserves the right at any stage of the Project to withhold funding if (i)
modifications to the Project are so substantial as to make it, in the Board's judgment,
substantially different in quality or kind from that approved by the Board under this Agreement,
or (ii) delays in the implementation of the Project have occurred which, in the Boazd's judgment,
make the Project impracticable;
7. Information to be Provided Prior to Disbursement of Funds. Except as set forth in
Paragraph 7.f, below, prior to any disbursement by the Board of any grant funds for the Project,
the Grantee must provide the Board with the following:
a. Written certification from the Grantee that the Project has been completed
according to the Budget, the Timeline and in accordance with applicable governmental
requirements, along with delivery of the Final Report project expenditure documentation detailed
in Appendix F (the "Project Expenditure Documentation"), and such other reports or
documentation as may be required hereunder or as otherwise determined in the discretion of
GOCO;
b. Written certification from the Grantee that the matching funding has been
received as outlined in the Budget;
c. Written certification from the Grantee that the representations made to the Board
in the Project Application continue to be true (or, if there have been any material changes, the
Board has been advised of such changes and has consented to such changes);
d. All permits and approvals required for completion of the Project under applicable
local, state and federal laws and regulations have been obtained;
e. Special Project Conditions:
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July 9, 1009
£ In any case where the applicant has requested to receive reimbursement prior to
the commencement of work on a project, the advanced payment is considered to be a loan, until
the total project is complete and the final report documentation has been submitted and
approved. Once completed and approved the payment will be considered as a grant payment.
8. Conditions for Disbursement of Funds. Except as provided in Paragraph 9, below, the
Grant funds hereunder are subject to the following requirements and conditions:
a. The Grant funds shall only be used for the acquisition of fixed assets, including
land acquisition, construction of new facilities, and enlargement or renovation of existing
facilities. Funding may not be used to pay for maintenance costs, design costs, administrative
costs (such as salaries associated with administering the Grant, office supplies, telephone, or
travel expenses), non-fixed assets (such as athletic equipment), or any other costs deemed to be
ineligible by the Board. However, up to 50% of the total design, engineering and/or azchitectural
costs may be used toward the match as described in the Project Application.
b. Disbursement of Grant funds shall be made on the basis of costs actually incurred
by Grantee and supported by written documentation (receipts, bills, etc.). A reduction in total
Project cost or a reduction in Grantee's matching funding may result a proportional reduction in
the grant award in GOCO's sole discretion. GOCO may, in its discretion, depending on the
nature of the Project, 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. Except as otherwise agreed to in advance by GOCO in accordance with the terms
of this Agreement, no material modifications have been made to, or material delays in the
Timeline experienced by, the Project.
d. Full and final payment of the Grant funds will be made to Grantee upon
completion of the Project, and submission and approval of the Project Expenditure
Documentation and such other information as is required under this Agreement, including
without limitation, the information required under Pazagraphs 6 and 7, above.
e. Grantee shall submit a written request for reimbursement as outlined in the
Project Expenditure Documentation prior to the completion date. Projects are considered
completed when all anticipated land has been acquired, and all facilities, trails or other
improvements included in the Project as approved have been built and are ready for their
intended use. Failure to submit the request for reimbursement within the specified time period
may result in reduction or loss of grant dollars even if there are undisbursed amounts remaining
in the Grant.
9. Waiver. The Executive Director or the Executive Director's designee may in such
person's discretion, waive or agree to modify one or more of the obligations in sections 6, 7 or 8
of the Agreement, or may permit performance of one or more of such obligations subsequent to
disbursement.
Project 09368 4
July 9, 2009
10. Payment of Grant. 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 subject to the
provisions of Section 19 of this Agreement and upon satisfaction of all the conditions set forth in
Pazagraphs 6, 7 and 8 hereof, the Boazd shall disburse the funds for the Grant as follows:
$90,473.00 during the quarter from October through December of 2009.
In determining the sufficiency of net lottery proceeds, GOCO may consider all facts and
circumstances 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.
This reimbursement schedule is a reflection of the scenario chosen by City of Aspen for payment
on the Harmony Pazk project, #09368.
11. Proiect Operation and Maintenance. Grantee agrees
a. The Grantee will operate and maintain the Project in a reasonable state of repair
for the purposes specified in the Project Application for a period of 25 years from the date of
completion of the Project or the useful life of the project, in accordance with product warranties
and/or the generally accepted standards in the parks/recreation/wildlife community. LOCO shall
not be liable for any cost of such maintenance, management or operation. Failure to operate and
maintain the Project in accordance with the terms hereof may be deemed a default by Grantee
under Paragraph 21, below.
b. Within 60 days of request, Grantee will provide the Board with adequate records
reflecting the operating and maintenance costs of the Project and provide the Board with such
other information concerning the use of the Project by the public and the impact of the Project as
the Board may reasonably request.
c. The Board requires that a Restrictive Covenant for a period of 25 years be
executed by the parties in the form attached hereto as Appendix G, which shall, upon completion
of the project and/or acquisition of the Property by the Grantee, (but in any event prior to the
provision of final funding hereunder by GOCO), be recorded in the real estate records for the
County in which the Property is located, and which shall require that the Property and the Project
be used for the 25 year period, or the useful life of the project, in accordance with product
warranties, for the purposes set forth in the Application and approved hereunder.
12. Public Access. Grantee agrees, for itself and its successors in interest, to allow
reasonable access to the members of the public to the Project.
13. Compliance with Reeulatorv Requirements and Federal and State Mandates. The
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
Project 09368
July 9, 2009
bidding, and other similar requirements. To the extent permitted by law, the Grantee will
indemnify and hold the Board harmless from any liability for any failure to comply with any
such applicable requirements.
14. Nondiscrimination. During the performance of this Agreement, the Grantee and its
contractors, subcontractors and agents 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, or any other basis prohibited by local,
state or federal law. The Grantee and its contractors shall ensure that the evaluation and
treatment of their employees and applicants for employment aze free of such discrimination.
Further, during the performance of this Agreement, the Grantee and anyone acting on behalf of
Grantee shall not engage in any unlawful discrimination in permitting access and use of the
Project.
15. Publicity and Proiect Information. Grantee aerees:
a. Grantee shall acknowledge Board funding in all publicity issued by it concerning
the Project;
b. Grantee shall cooperate with the Boazd or the Board's designee in advance in
preparing public information pieces related to the Project;
c. Grantee shall give the Board the right and opportunity to use information gained
from the Project;
d. Grantee shall erect and maintain a sign at a prominent location on the Project site
acknowledging the assistance of Great Outdoors Colorado and the Colorado Lottery. Such signs
can be obtained through Great Outdoors Colorado, or the Board will provide reproducible
samples of its logo to the Grantee for custom signs.
i. Any permanent sign(s) design materially varying from the signs provided
by GOCO shall be approved in advance by GOCO. To obtain such approval, Grantee
shall submit to GOCO plans describing the number, design, placement, and wording of
signs and placards shall be submitted to the Board for review and approval prior to
completion of the Project.
ii. Final payment may be withheld by the Board pending placement of
permanent signage and photographs submitted in the manner approved by the Board;
e. Grantee shall give the Board a minimum 30-day notice of an opportunity to
participate in Project dedications.
£ Grantee shall give timely notice of the Project, its inauguration, significance, and
completion to the local members of the Colorado General Assembly, members of the Boazd of
county commissioners of the county or counties in which the Project is located, as well as to
other appropriate public officials;
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July 9, 2009
g. Grantee shall provide quality photographs or slides of the completed Project upon
request of GOCO; and
h. At no time shall Grantee represent in any manner to the public or to any party that
it is affiliated with GOCO or acting on behalf of GOCO.
16. Liabili
a. Grantee 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
indemnification), indemnify, defend and hold harmless the Boazd, its officers, agents and
employees from any and all liabilities, claims, demands, damages or costs (including reasonable
legal 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, the Board, 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. Grantee acknowledges that Grantee is the owner
of the Project and the Property upon which it is located, or has control of the Project and the
Property, and that GOCO neither possesses nor controls the Project, the Property, nor the
operations of the Project.
b. Anything else in this Agreement to the contrazy 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 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 which is subsequently enacted). This provision may apply to the Grantee if the Grantee
qualifies for protection under the Colorado Govermnental 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 Boazd, 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.
17. Audits and Accounting. Grantee shall maintain standard financial accounts, documents,
and records relating to the use, management, and operation of the Project. The accounts,
documents, and records related to the Project shall be retained by the Grantee for not less than
five (5) years following the date of disbursement of funds under this Agreement. The Board, or
its designated agent, shall have the right, upon reasonable notice to the Grantee, to audit the
books and records of Grantee which pertain to the Project and to the use and disposition of Board
funds. While the Grantee is not required to use GAAP (Generally Accepted Accounting
Principles), the Grantee shall use reasonable and appropriate accounting systems in maintaining
the required records hereunder.
Project 09368
Juty 9, 2009
18. Insnection. Throughout the term of this Agreement (25 years from date of this
Agreement, unless otherwise agreed in writing), GOCO shall have the right to inspect the Project
azea to ascertain compliance with this Agreement.
19. Withdrawal of Board Fundins?• Termination of Agreement. Anything else in this
Agreement or otherwise to the contrary notwithstanding, the Board may withdraw funding for
the Project and/or terminate this Agreement if the Board determines in its 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 changes in the scope or nature of the Project have occurred from that which was
presented in the Project Application (and such material change(s) has not received the prior
written approval of GOCO), (C) any statement or representation made by the Grantee in the
Project Application or this Agreement is untrue, inaccurate or incomplete in any material respect,
(D) the results of GOCO's Project Expenditure Documentation review are not acceptable to
GOCO; (E) GOCO determines in its discretion that the Project cannot be completed within the
Timeline or any extensions granted thereto, or within the Budget or any modifications granted
thereto; or (F) sufficient net lottery proceeds are not available to fund the Project.
20. Completion Date. Grantee shall complete the project no later than (June 18, 2011) (the
"Completion Date") which is two calendar yeazs after the Board's approval of the Project.
Grantee may request an extension of the Completion Date in compliance with GOCO's Overdue
Grant Policy, a copy of which is attached as Appendix H ("Overdue Grant Policy"). In addition
to other rights set forth in this Agreement, the Board may elect to terminate this Agreement and
deauthorize the Project in the event this Completion Date is not met or an extension is not sought
and/or granted as provided by the Overdue Grant Policy. If the Grantee determines with
reasonable probability that the Project will not or cannot be completed as reflected in the Project
Application, the Grantee will promptly so advise the Board, and cooperate in good faith with
respect to alternative solutions to the problem before any further funds are advanced.
21. Breach. In the event that the 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:
a. Prior to payment of Grant:
i. Withdraw the Grant and terminate this Agreement; and,
ii. Deny the Grantee eligibility for participation in future Board grants, loans
or projects.
b. After payment (partial or full) of Grant:
i. Deny the Grantee eligibility for participation in future Board grants, loans
or projects;
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July 9, 2009
ii. Seek specific performance of the Grantee's obligations under this
Agreement;
iii. Receive reimbursement in full of the original Grant,
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 GOCO must pursue any remedy hereunder and is the substantially prevailing party, GOCO
shall be awarded its costs and reasonable legal fees, including costs of collection.
22. Good Faith. There is an obligation of good faith on the part of both parties, including
the obligation to make timely communication of information, which may reasonably be believed
to be material to the other party.
23. Assienment. 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 assigrunent shall
require, at a minimum, that the assignee assume Grantee's ongoing obligations under this
Agreement.
24. Apalicable 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.
25. No Joint Venture. Nothing in this Agreement shall be construed to create a joint
venture, partnership, employer/employee or other relationship between the parties hereto other
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
name of the other party.
26. Severability. If any provision of the Grant Agreement, or the application thereof is
found to be invalid, the remainder of the provisions of this Grant 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.
27. Time is of the Essence. Time is of the essence in this Agreement.
28. Survival. The terms and provision of this Agreement and the parties' covenants
hereunder shall survive the funding of the Grant and the acquisition of the real property interest
by Grantee.
29. 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 of this Agreement transmitted
by telecopy as if they were original signatures.
Project 09368 9
July 9, 2009
30. Third Party Beneficiary. The Board and Grantee hereby 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 parry beneficiaries are intended.
31. Construction. 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.
32. Waiver. 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.
33. 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 as an amendment to this contract, approved by the Board, and signed by the parties in this
Agreement.
IN WITNESS WHEREOF, the parties by signature below of their authorized representatives
execute this Agreement effective as of th~ay of 2009.
STATE BOARD OF THE GREAT GRANTEE:
OUTDOORS CO DO TRUST FUND City of Aspen
S<~-
By: y~ -~?~
Li Aangeen rug Name: ~_~ ~r~- E~ ~~~h~ -_
Executive Director Title: ~~>~ coo ~--~ Stjv~~ D~ ~-~t-"'~L
Project 09368 t ~
July 9, 2009