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HomeMy WebLinkAboutbocc.res.006.2017 RESOLUTION OF THF. BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, APPROVING AN INTERGOVERNMENTAL AGREEMENT WITH THE STATE BOARD OF THE GREAT OUTDOORS COLORADO TRUST FUND. /' RESOLUTION NO.46"4 -2017 WHEREAS, pursuant to Section 2.8 (Actions)of the Pitkin County Home Rule Charter, the Board of County Commissioners is authorized to approve matters of significant importance, not requiring ordinance power, affecting citizens of Pitkin County. WHEREAS,the Pitkin County Board of County Commissioners (BOCC)and Open Space and Trails Board desired to conserve approximately 1,240 acres known as the Sunfire Ranch for the purpose of protecting the wildlife, agricultural, scenic. open space and recreational values or the property;and WHEREAS. Pitkin County submitted a Grant application to GOCO for$1,000,000 for the conservation of Sunfire Ranch, and was awarded this request on December 8,2017, subject to a Grant Agreement with GOCO; and WHEREAS,the BOCC finds that it is in the best interests of the citizens of Pitkin to approve this Resolution. NOW, THEREFORE,BE IT RESOLVED by the Board of County Commissioners of Pitkin County. Colorado that it adopt and authorize the Chair(or Chair's designee) to sign the Resolution approving an Intergovernmental Agreement with the State Board of the Great Outdoors Colorado Trust Fund and upon the satisfaction of the form by the county attorney, to execute any other associated documents necessary. This resolution is to be in full force and effect from and after its passage and approval. 3 INTRODUCED AND FIRST READ ON TIIE 1 Ith DAY OF JANUARY, 2017 AND SET FOR SECOND READING AND PUBLIC HEARING ON THE 25th DAY OF JANUARY, 2017. NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF T'IE ESOLU ION PUBLISHED IN THE ASPEN TIMES WEEKLY ON THE/Pit. DAY OF 0..D41 00:4 , 2017. NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE RESOLUTION POSTED ON THE OFFICIAL ITKIN COUNTY WEBSITE (wW W.pitkincountc.com ) ON THE _Obi ' DAY OF 4 I 'u Vo 2017. A I OPTED AFTER FINAL READING AND PUBLIC I FEARING ON THE 95-6k DAY OF 4U,uv- 2017. PUBLISHED BY TITLE AND SHORT SUM RY, AFTER ADOPTION, IN THE ASPEN TIMES WEEKLY ON THE14 DAY OF - ,guar,, 117. POSTED BY TITLE AND SIIORT SUMMARY ON THE OFFICI L PITKIN COUNTY WEBSITE (W).)w.Pitk in co untV.corn ) ON THE ''V-J DAY OF 1)166r r 2017. ATT ST: BOARD OF COUNTY COMMISSIONERS r / BY'— /d By: `i el 4 , _ w_: Jea ette ones George New' an, Char Deputy County Clcr Date: OS) APPROVED AS TO FORM: MANAGER APPROVAL Ely, Coon orney Jon Peacock. County Manager 4 DocuSign Envelope ID:8D9682DE-514C-46Eo-BF83-099C3473B1E3 GRANT AGREEMENT Project Name: Sunfire Ranch Project Completion Date: June 8,2018 Great Outdoors Colorado Contract No.: 17115 PARTIES TO AGREEMENT Board/GOCO: The State Board of the Great Outdoors Colorado Trust Fund Address: 1900 Grant Street, Suite 725 Denver, CO 80203 Telephone: (303)226-4522 Contact name: Michele Frishman Grantee: Pitkin County Address: 530 E. Main St., Suite 301, Aspen, CO 8161 I Contact name: Matthew Adeletti Date: January 4, 2017 EXHIBITS Exhibit A Project Summary Exhibit B Approved Budget Exhibit C Due Diligence Checklist for a Great Outdoors Colorado Open Space Acquisition Project Page 1 of 16 Updated 12/2016 DocuSign Envelope ID:8D9682DE-514C46E0-BF83-0a9C3475s1E3 RECITALS A. The State Board of the Great Outdoors Colorado Trust Fund("GOCO" or the "Board") is a political subdivision of the Slate of Colorado, created by Article XXVII of the Colorado Constitution, adopted at the November 1992 General Election, which article appropriates a portion of the net proceeds of the Colorado Lottery to GOCO and directs GOCO to invest those proceeds in the state's parks, wildlife,open space and recreational resources. B. In 1994, GOCO created a statewide grant program, pursuant to which eligible entities could apply for land conservation project grants. Grantee listed above ("Grantee") submitted a detailed project application ("Project Application")that contemplates the acquisition of full fee title or partial real property interest(s) in that certain real property("Property") described in the Project Application ("Property Interest"). GOCO approved Grantee's Project Application, which is incorporated into this Agreement by reference, on December 8,2016, as described in GOCO's project summary("Project Summary"), attached and incorporated as Exhibit A, subject to the execution of a detailed grant agreement. GOCO and Grantee each have on file a copy of the Project Application. The acquisition described in the Project Application and Project Summary is referred to as the"Project." C. The GOCO-required Use Restriction (as hereafter defined) is in furtherance of the Land Acquisition Procedures adopted by LOCO, and the acquisition of the Property Interest is consistent with the long-range strategic plan of GOCO,both of which are intended to ensure that the Property Interest shall be held and managed in a manner designed to protect the Property's natural resources and other open space values, to prevent development that would adversely affect such resources and values, and where necessary and appropriate to ensure appropriate public access. D. Prior to any disbursement of GOCO funds, Grantee shall obtain the matching cash and in-kind contributions for the Project as described in the Project Application and the Project Summary and as required by GOCO policy and procedures, which may be amended from time to time by GOCO in its sole discretion. E. The parties intend this agreement to be the detailed grant agreement required by GOCO ("Agreement"). AGREEMENT NOW, THEREFORE, in consideration of the premises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: SECTION 1—PROJECT SCOPE Page 2 of 16 Updated 12/2016 DocuSign Envelope ID:8D9682DE-510C-46E0-13F83-0B9C3478B1E3 1. Incorporation of Recitals. The Recitals set forth above are incorporated into this Agreement. 2. Grant and Project. GOCO awards to Grantee a grant in the amount not to exceed $1,000,000.00("Grant"), subject to the terms and conditions set forth in this Agreement and subject to the following specific condition(s) for this Project: The final amount offending for this Project that will be available to Grantee at closing or reimbursement will be dependent upon the overall Project being completed with no material changes. The Grant will not be increased, but GOCO may reduce the Grant if the Project changes in any way that GOCO deems material. For example, a reduction in acreage,purchase price, or fair market value may cause a reduction in the Grant, unless GOCO approves adding or substituting elements to the overall Project.Additionally, GOCO will release Grant fends in portions if the Project is completed in phases (i.e., more than one transaction), according to GOCO's determination of how the proportionate acreage, Project cost, and value relates to the overall Project and Grant. The Grantee and partners must meet GOCO's reporting requirements before any funds are released. The Project must also comply with all of GOCO's policies and procedures, which may be amended from time to time by GOCO in its.cole discretion, and must meet any special Board conditions as listed in the attached Project Summary(Exhibit A). The Grant shall be used by Grantee solely to complete the Project as approved by GOCO. In the event of a conflict between the Project Application and the Project Summary, the parties shall resolve the conflict by mutual agreement. Grantee has provided GOCO with a resolution adopted by Grantee's governing body authorizing Grantee's acceptance of the Grant, subject to this Agreement, and designating an appropriate official to sign this Agreement on Grantee's behalf. Grantee agrees to use its best efforts to complete the Project. 3. Project Scope. Grantee will not materially modify the Project without the written approval of the Executive Director of GOCO ("Executive Director"). Any material change to the Project, whether or not such change is approved in writing by GOCO, may result in a reduction of GOCO's Grant or may require a refund to GOCO from Grantee, pursuant to Paragraph 9 of this Agreement. In addition, any material change to the Project that is not approved in writing by GOCO may result in termination of the Grant. 4. Approved Budget. Grantee has completed a detailed budget that reflects all anticipated sources and uses of funds for the Project, including a detailed accounting of Grantee's anticipated direct costs associated with the Project, a copy of which is attached and incorporated as Exhibit B (`Budget"). Eligible costs are described in Paragraph 7 of this Agreement. 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. 5. Waiver. Prior to the disbursement of finds, the Executive Director in his or her discretion may waive certain conditions set forth in this Agreement. Anything else to the contrary Page 3 of 16 Updated 12/2016 DocuSign Envelope ID.8D9682DE-514046E0-BF83-0B9C347881E3 notwithstanding, the exercise by GOCO staff("Staff"), the Executive Director or GOCO of any right or discretion reserved to them under this Agreement shall not be deemed a waiver. Furthermore, no waiver by them under this Agreement shall constitute a waiver of any other requirements, actions or conditions, nor shall any waiver granted be deemed a continuing waiver. No waiver by the Staff, the Executive Director or GOCO shall be effective unless in writing executed by them. Additionally, any failure by the Staff, the Executive Director or GOCO to take any actions as set forth in this Agreement shall have no legal effect on the contractual duties of the Grantee. Further, no waiver with respect to this Project, Grant, or Agreement shall constitute a waiver in any other GOCO-funded project. 6. Future Funding. This Agreement and the Grant only apply to the purchase of the Property Interest specifically described in this Agreement. GOCO makes no representations regarding future funding for future phases of the Project or any other properties,whether or not described in the Project Application, Project Summary, or otherwise. SECTION 2—GRANT PAYMENT 7. Eligible Costs. The following costs are eligible for reimbursement: A. Property Interest. The purchase price of the Property Interest described in the Project Application and Project Summary, which may not exceed the fair market value as established by appraisal. 13. Direct Costs. Costs directly associated with producing due diligence documents needed for closing the transaction on the Project, including but not limited to expenses for a title policy (including endorsements and other title company charges); an appraisal; Grantee's contract or"outside"attorneys' fees; an environmental hazards assessment; development of a management plan and baseline documentation; a survey, if needed; a geologist's mineral assessment, if needed; maps; and 50 percent of stewardship endowment costs,up to GOCO's maximum of$10,000 for each property. C. Storytelling Costs. If storytelling costs were awarded as part of the Grant, eligible 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. D. Connecting-Youth Costs. If connecting-youth costs were awarded as part of the Grant, eligible costs include publicizing the event(s) to potential participants, staff time and contractor expenses to plan and manage the event(s), and expenses to transport participants to and from the Property. Insurance costs to protect the landowner and any other participating individuals or entities from liability are not eligible for GOCO funding. Page 4 of 16 Updated 12/2016 DacuSign Envelope ID:8D9682DE-514C>6E0-BF83-0B9C3478B1E3 8. Payment of Grant. Payment of the Grant is subject to GOCO's determination in its sole discretion that it has received and has available sufficient net lottery proceeds to fund the Grant and that Grantee has complied with this Agreement, including Grantee's fulfillment of all conditions precedent to funding as set forth in Section 3. In determining the sufficiency of net lottery proceeds, GOCO may consider all facts and circumstances as it deems necessary or desirable, including but not limited to adequate reserves, funding requirements and/or commitments for other past, current and future grants, and past, current and future GOCO operating expenses and budgetary needs. 9. Withdrawal of GOCO Funding; Termination of Agreement. Anything in this Agreement to the contrary notwithstanding, with prior notice to Grantee, GOCO reserves the right to withhold or withdraw all or a portion of the Grant, to require a full or partial refund of the Grant, and/or to terminate this Agreement if GOCO determines in its sole discretion that: A. Altered Expectations. Facts have arisen or situations have occurred that fundamentally alter the expectations of the parties or make the purposes for the Project or the Grant as approved by GOCO infeasible or impractical; B. Material Project Changes. Material changes in the scope or nature of the Project have occurred from how the Project was presented in the Project Application, approved by GOCO and reflected in the Project Summary, without prior written approval of the Executive Director; C. Inaccuracies. Any statement or representation made or information provided by the Grantee in the Project Application, this Agreement or the due diligence materials is untrue, inaccurate or incomplete in any material respect; D. Conditions Precedent Not Fulfilled or Unsatisfactory. Any of the conditions precedent to funding listed in Section 3 below is not fulfilled by Grantee or is unsatisfactory to GOCO, in its sole discretion; or E. Termination of Use Restriction, Disposal of Property. The Use Restriction is terminated or the Property Interest purchased with the Grant is disposed of, in which event Grantee shall make a proportionate refund to LOCO. The Use Restriction shall contain provisions for calculating any such refund. SECTION 3—CONDITIONS PRECEDENT 10. Completion Date. Grantee shall complete acquisition of the Property Interest no later than June 8, 2018, which is 18 months after the date of GOCO's approval of the Project("Completion Date"). Grantee may request an extension of the Completion Date in compliance with GOCO's Overdue Grants procedure, as may be amended from time to time by GOCO in its sole discretion. GOCO may elect to terminate this Agreement and deauthorize the Grant in the event this Completion Date is not met and/or Grantee fails to comply with the Overdue Grants procedure. Page 5 of 16 Updated 12/2016 DocuSign Envelope ID:8D9682DE-514C 46E0-BF83-0B9C34r8B1E3 11. Grantee's Inability to Complete Project. If Grantee determines with reasonable probability that the Project will not or cannot be completed as approved by GOCO,Grantee will promptly advise GOCO in writing.Upon written request by Grantee, as a possible alternative to termination of the Grant, GOCO may consider funding one or more alternative projects under its procedure for Property Substitution for Land Acquisitions Prior to Closing, which may be amended from time to time by GOCO in its sole discretion. Any alternative projects must meet GOCO eligibility requirements then in effect and must be approved by GOCO in writing; they shall be subject to this Agreement. 12. Conditions Precedent to Funding. Grantee acknowledges that any acquisition of the Property Interest prior to fulfillment of the temis and conditions of this Agreement and the disbursement of funds by GOCO is undertaken at Grantee's sole risk and may cause a forfeiture of the Grant. Anything else in this Agreement or otherwise to the contrary notwithstanding, the Grant is expressly conditioned upon Grantee's fulfillment of all terms and conditions of this Agreement to GOCO's satisfaction in its sole discretion, including but not limited to the following: A. Matching Funds. Matching funds in the minimum amount set forth in the approved Budget, or as modified and approved in compliance with GOCO's procedure for Modifications to Acreage and/or Budget for Land Acquisitions Prior to Closing, must have been received by Grantee, or the status of efforts to secure matching funding was disclosed and has been deemed satisfactory by Staff B. Due Diligence. The Staff shall conduct a due diligence review of the Project, the results of which must be satisfactory to GOCO in its sole discretion. Grantee shall assist and cooperate with the Staff in conducting the due diligence review and shall provide the Staff with the information or documentation specified in the Due Diligence Checklist for a Great Outdoors Colorado Open Space Acquisition Project ("Due Diligence Checklist"), as well as other documentation and/or information the Staff shall reasonably request. The Due Diligence Checklist is attached and incorporated as Exhibit C and may be amended from time to time by GOCO in its sole discretion. Grantee shall have the duty to update all such documentation and information as necessary to reflect material changes from the date it is originally provided to LOCO. In its sole discretion, LOCO may terminate this Agreement and deauthorize the Grant if Grantee fails to provide any information or documentation promptly when requested by Staff or as outlined in the Due Diligence Checklist and further detailed in the Instructions for GOCO's Open Space Grant Application and the Land Acquisition Procedures, which are incorporated by reference and may be amended from time to time by GOCO in its sole discretion. In addition, Grantee must submit, where necessary, written evidence that all permits and approvals required for Project completion under applicable local, state and federal laws and regulations have been obtained, as well as any and all material revisions to the Budget,as required in Paragraph 4 above. C. Great Outdoors Colorado Use Restriction. Property acquired with GOCO funds, whether through the acquisition of fee title, conservation easement, or any other technique, shall be held and managed in a manner designed to protect the Property's natural resources, open Page 6 of 16 Updated 12/2016 DocuSign Envelope ID:809682DE-514C-46E0-BF83-0139C3478B1E3 space and other conservation values, to prevent any development that would adversely affect such resources and values, and where necessary and appropriate to ensure appropriate public access. This requirement shall be implemented by inclusion of specific language in a conservation easement or, to the extent approved by the Executive Director in his or her sole discretion,by covenant or other deed restriction sufficient to implement the tenns and conditions contained in GOCO's model Deed of Conservation Easement, as maybe amended from time to time by GOCO in its sole discretion ("Use Restriction"). Each Use Restriction shall be acceptable to GOCO in form and content and shall identify Grantee or a third party acceptable to GOCO as the holder. In accordance with this requirement,Grantee covenants and agrees as follows: (1) Conservation Easement Form. Grantee shall use GOCO's Use Restriction form or shall incorporate the terms and conditions that are contained in GOCO's Use Restriction form in substantially the same language into Grantee's Use Restriction. Grantee shall obtain GOCO approval of the proposed Use Restriction in writing. Grantee acknowledges GOCO's requirement to submit a draft conservation easement or Use Restriction in advance of closing according to the Due Diligence Checklist in Exhibit C. (2) Subordination to Use Restriction. All liens, encumbrances, or other use restrictions and interests of record that, in GOCO's opinion,are inconsistent with the Use Restriction must be discharged, released or subordinated to the Use Restriction. SECTION 4—OTHER PROVISIONS 13. Storytelling. If storytelling costs were awarded as part of the Grant, the following requirements apply: A. The Grantee may not modify its marketing and communications strategy from the proposal submitted in the Project Application without prior approval by GOCO communications staff B. Incorporate the GOCO and Colorado Lottery logos into marketing and communications materials. For example, include the logos in the footer of a website, within the closing frame of video, and/or wherever is most appropriate. Do not alter the logos in any way. Submit a request for current logos to info agoco.org. C. Visual and written content with GOCO branding must be reviewed and approved by GOCO before it is distributed publicly. This includes any content drafted for press releases, fact sheets, talking points, social media,websites, and the like that mentions Great Outdoors Colorado or GOCO, as well as any visual materials such as video rough cuts,beta websites, and online display ads. Send drafts or proofs of materials to info(agoco.org. Please allow three business days for review and approval. D. The materials produced and/or events hosted with GOCO's storytelling funding must be completed within one year of the Project closing. The Grantee shall provide status Page 7 of 16 Updated 12/2016 naceSign Envelope ID:8D9682DE-514C-46E0-BF83-0B9C347881E3 updates to GOCO communications staff every six months, or more frequently if appropriate, while the work is in progress. After completion,the Grantee must provide GOCO with copies of any materials that were produced and/or event summaries, a final project budget, and a description of the work completed. Staff may request additional information. E. All materials, publications, artwork, videos, photographs, websites, and any other work product developed as a result of GOCO's storytelling funding will be the sole and exclusive property of the Grantee. However, GOCO reserves the right to use and duplicate such materials and work product in any print or electronic publication or platform for publicity, illustration, advertising, web content, and other purposes at any time without the need to seek pre-approval from the Grantee. F. The Grantee must have the permission of the Property owner and/or Use Restriction holder prior to beginning any marketing and communications involving the Property. 14. Connecting Youth. If connecting-youth costs were awarded as part of the Grant, the following requirements apply: A. Each activity on the Property must involve a substantial number of participants, e.g., at least 10 youth. B. The Grantee must have the permission of the Property owner and/or Use Restriction holder prior to accessing the Property, and the Grantee will be subject to any limitations the Property owner and/or Use Restriction holder determine are necessary to prevent injury or damage. If an event is planned without the Property owner's and/or Use Restriction holder's permission, GOCO will be entitled to a refund of the connecting-youth portion of the Grant. C. The event(s)must take place within one year of the Project closing, after which the Grantee must provide a final project budget, feedback from the participants, and a description of the event(s). GOCO may request additional information. D. Any announcements and outreach materials must acknowledge GOCO funding, incorporate the GOCO and Colorado Lottery logos, and be reviewed and approved by GOCO before they are distributed publicly. Submit a request for current logos and a draft or proofs of materials to info($goco.org. Please allow three business days for review and approval. 15. Publicity and Project Information. GOCO has the right and must be provided the opportunity to use information gained from the Project; therefore, Grantee shall acknowledge GOCO funding in all news releases and other publicity issued by Grantee concerning the Project. If any events are planned in relationship to the Project, GOCO shall be acknowledged as a contributor in the invitation for the event. GOCO shall be notified of any such events 30 days in advance. Grantee shall cooperate with GOCO in preparing public information pieces, providing access to the Property for publicity purposes to the extent allowed by the landowner, and providing photos or other imagery of the Project from time to time, which GOCO reserves the right to use and duplicate in any print or electronic publication or platform for publicity, Page 8 of 16 Updated 12/2016 DocuSlgn Envelope ID:8D9682DE-514C46E0-BF83-0B9C3478B1E3 illustration, advertising, web content, and other purposes at any time without the need to seek pm-approval from the Grantee. 16. Sienage. Grantee shall erect one or more signs visible from the nearest public roadway, or from an alternative location approved by GOCO, identifying the Project to the public. The signage shall be erected unless GOCO approves a waiver requested by the Grantee. The number and placement of the signs, as well as any requests for different design or wording,shall be submitted to GOCO for review and written approval prior to their placement. For approved custom signs, GOCO will provide reproducible samples of its logo to the Grantee for such signs and requires they be incorporated into the signs. Grantee shall erect signage either within ten days of closing or prior to payment of the Grant, if GOCO funds are not used at closing, or within an alternative time period approved in advance by the Executive Director. 17. Liability. A. Indemnity. To the extent allowed by law, Grantee shall be responsible for and shall indemnify,defend and hold harmless GOCO, its officers, agents and employees from any and all liabilities, claims, demands, damages or costs (including reasonable attorneys' fees) resulting from, growing out of, or in any way connected with or incident to Grantee's performance of this Agreement. Grantee waives any and all rights to any type of express or implied indemnity or right of contribution from the State of Colorado, GOCO, its members, officers, agents or employees for any liability resulting from, growing out of, or in any way connected with or incident to this Agreement. B. No CGIA Waiver. 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 GOCO under the Colorado Governmental Immunity Act as amended or as may be amended in the future(including without limitation any amendments to such statute, or under any similar statute that is subsequently enacted) ("CGIA"). This provision may apply to the Grantee if the Grantee qualifies for protection under the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq. GOCO and Grantee understand and agree that liability for claims for injuries to persons or property arising out of the negligence of GOCO, its members, officials, agents and employees may be controlled and/or limited by the provisions of the CGIA. The parties agree that no provision of this Agreement shall be construed in such a manner as to reduce the extent to which the CGIA limits the liability of LOCO, its members, officers, agents and employees. C. Compliance with Regulatory Requirements and Federal and State Mandates. Grantee assumes responsibility for compliance with all regulatory requirements in all applicable areas, including but not limited to nondiscrimination, worker safety, local labor preferences, preferred vendor programs, equal employment opportunity, use of competitive bidding, and other similar requirements. To the maximum extent permitted by law, Grantee agrees to indemnify, defend and hold harmless GOCO, Executive Director and Staff from any cost, expense or liability for any failure to comply with any such applicable requirements. Page 9 of 16 Updated 12/2016 DocuSign Envelope ID 8D9682DE-514C-46E0-BF83-039C3478B1E3 D. Nondiscrimination. During the performance of this Agreement, Grantee and its contractors shall not unlawfully discriminate against any employee or applicant for employment because of race,religion,color, national origin, ancestry, physical handicap, medical condition, marital status, age or sex, and shall comply with any other applicable laws prohibiting discrimination. Grantee and its contractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination. 18. Audits and Accounting Records. Grantee shall maintain standard financial accounts, documents, and records relating to the acquisition,use, management, operation and maintenance of the Property Interest. Grantee shall retain the accounts, documents, and records related to acquisition of the Property Interest for five years following the date of disbursement by GOCO of the Grant funds,and they shall be subject to examination and audit by GOCO or its designated agent during this period. All accounts, documents, and records described in this paragraph shall be kept in accordance with generally accepted accounting principles. 19. Post-Completion Requirements. A. Stewardship. Grantee shall comply with the obligations of GOCO's Stewardship and Organizational Health procedure, as may be amended from time to time by GOCO in its sole discretion. B. Change of Use. If Grantee,in its reasonable discretion, determines a need for a change in use of the Property Interest acquired with the Grant, Grantee shall notify GOCO in writing of its determination and request a change of use review("Change of Use Notice and Request"). GOCO will review the Change of Use Notice and Request in accordance with GOCO's procedure for Change of Use for Land Acquisition Projects After Closing, as may be amended from time to time by GOCO in its sole discretion. Within 60 days after submitting the Change of Use Notice and Request, Grantee shall submit to GOCO all documentation required under the procedure for Change of Use for Land Acquisition Projects After Closing and any additional documentation requested by GOCO as a result of its receipt and review of the Change of Use Notice and Request. GOCO in its sole discretion will determine whether to grant, deny, condition GOCO's approval, or delay a decision on the Change of Use Notice and Request. 20. Breach. In addition to other remedies available at law or in equity, in the event that Grantee breaches any of the terms or conditions of this Agreement, GOCO shall have the following non-exclusive remedies: A. Prior to Payment of Grant. GOCO reserves the right to withdraw funding and/or temrinate this Agreement. B. After Payment of Grant. GOCO reserves the right to seek equitable relief and/or all other remedies as available to it under applicable law, including but not limited to return of all or a portion of the Grant. Further, GOCO reserves the right to deem Grantee ineligible for participation in future GOCO grants, loans or projects. Page 10uf16 Updated 12/2016 Docusign Envelope ID:809682DE-514C-46E0-BF83-0B9C3473B1 E3 21. GOCO Policies and Procedures. With regard to all named GOCO policies and procedures referenced in this Agreement, Grantee acknowledges it has received a copy of the policies and procedures or otherwise has access to the documents in connection with this Agreement and is familiar with their requirements. 22. Miscellaneous Provisions. A. Good Faith. Both parties have an obligation of good faith, including the obligation to make timely communication of information that may reasonably be believed to be of interest to the other party. B. Assignment. Grantee may not assign its rights or delegate its obligations under this Agreement without the express written consent of the Executive Director, who has the sole discretion to withhold consent to assign. C. Applicable Law. Colorado law applies to the interpretation and enforcement of this Agreement. D. Status of Grantee. The parties acknowledge that GOCO lacks the power and right to direct the actions of Grantee. Grantee acts in its separate capacity and not as an officer, employee or agent of GOCO or the State of Colorado. E. Time is of the Essence. Time is of the essence in this Agreement. F. Survival. The terms and conditions of this Agreement, including but not limited to Grantee's obligations, shall survive the funding of the Grant and the acquisition of,and any future conveyance of, the Property Interest by Grantee. G. Fax and Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which when taken together shall constitute one agreement. In addition, the parties agree to recognize signatures to this Agreement made electronically and transmitted electronically or by facsimile as if they were original signatures. H. Third-Party Beneficiary. GOCO and Grantee acknowledge and agree that this Agreement is intended only to cover the relative rights and obligations between GOCO and Grantee and that no third-party beneficiaries are intended. Notwithstanding the preceding statement, GOCO and Grantee acknowledge that(I)GOCO is intended to be and is a third-party beneficiary of the covenants and terms of the Use Restriction and the real property interest in the Use Restriction and(2) in some circumstances a third party may benefit from this Agreement if the Grantee assigns the Project or a third party will hold the Use Restriction. I. Notice. Any notice, demand, request, consent, approval or communication that either party desires or is required to give the other shall be in writing and either served personally or sent by first class mail, postage prepaid, to the addresses shown on Page 1 of this Agreement. Page 11 of 16 Updated 12/2016 • DocuSign Envelope ID:8D9682DE-514C-46E0-BF83-0B9C3478B1E3 J. Construction; Severability. Each party has reviewed this Agreement, and therefore any rules of construction requiring that ambiguities be resolved against a particular party shall not be applicable in the construction and interpretation of this Agreement. If any provision in this Agreement is found to be ambiguous, an interpretation consistent with the purpose of this Agreement that would render the provision valid shall be favored over any interpretation that would render it invalid. If any provision of this Agreement is declared void or unenforceable, it shall be deemed severed from this Agreement, and the balance of this Agreement shall otherwise remain in full force and effect. K. Entire Agreement. Except as expressly provided, this Agreement constitutes the entire agreement of the parties. No oral understanding or agreement not incorporated in this Agreement shall be binding upon the parties. No changes in this Agreement shall be valid unless made in writing and signed by the parties to this Agreement. L. Termination of the Board. If Article XXVII of the Colorado Constitution, which established GOCO, is amended or repealed to terminate GOCO or merge GOCO into another entity, the rights and obligations of GOCO 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 1/31/2017 STATE BOARD OF THE GREAT GRANTEE: OUTDOORS COLORADO TRUST FUND Pitkin County By: Byo« r nssonea e . '—Docusi0nee by. �a11 craaL1,Sh"a '-7G53c674EF99474 '-3E253FA361E6476 Jim Spaanstra Title: chair, Bi tki n county aocc Executive Director GOCO Program Staff: Route Grant Agreement to Executive Director for signature: e.—BectiSigliedbY1 ftiLG.th, FVisL*au, `D26D50c110234CC Page 12 of 16 Updated 12/2016 DocuSign Envelope ID:8D9682DE-514C-46E0-BF83-0B9C3478B1E3 EXHIBIT A Project Summary Rank: 2 Overall Score: 88.5 LOCO Staff Score: 83.33 Reviewer Average: 93.67 Applicant: Pitkin County Project Title: Sunfire Ranch County: Pitkin Log#: 17115 Funding Summary: Applicant Funding $6,422,000 Partner(s) Funding $100,000 LOCO Grant Amount $1,000,000 Total Project Cost $7,522,000 Land Donation $3,000,000 Project Description: Pitkin County will acquire a conservation easement on 1,240 acres of the Sunfire Ranch, the largest unprotected ranch left in the Crystal Valley. The ranch has been owned by the Sewell family since 1880. It is adjacent to BLM and U.S. Forest Service lands and multiple conservation easements, some of which GOCO funded. The easement will eliminate the existing subdivision of the ranch into 29 separate 35-acre parcels and protect one mile of Thompson Creek. Additionally, it will conserve critical elk and mule deer habitat and maintain the ranch's scenic value seen from multiple vantage points throughout the valley. The county has committed more than $6.4 million and has secured $100,000 from the Aspen Valley Land Trust in matching funds. Staff and Peer Reviewer Comments: Landscape-scale connectivity is significant. CPW has requested the protection of this area for wildlife purposes. Size/conservation values of the project in that region of the state is amazing. This project will help keep the Aspen Valley looking like Colorado. Highly visible from the West Elk Scenic Byway and Crystal Trail. Page 13 of 16 Updated 12/2016 DecoSign Envelope ID:8D9682DE-514C-46E0-BF83-0B9C3478B1E3 Fills in a critical missing private property link between protected private ranches and BLM/FS property for an extensive connected corridor of protection. Significant funding is being brought to the table by Pitkin County.This amount of funding will not last if the matching funds do not come through, and the property has already been divided making development possible if another buyer makes an offer. Page 14 of 16 Updated 12/2016 DacuSign Envelope ID:8D9682DE-5140-46E0-BF83-0B9C3418131E3 EXHIBIT C Due Diligence Checklist for a Great Outdoors Colorado Open Space Acquisition Project Please see Great Outdoors Colorado's current Instructions far GOCO's Open Space Grant Application and • Land Acquisition Procedures for a detailed description of these documents and why GOCO requires them. These documents are required prior to closing and the disbursement of GOCO's funds: Within 60 days after grant award: 1) Signed Grant Agreement 2) Resolution authorizing grantee to execute Grant Agreement At least 90 days before closing: 3) Appraisal Guidelines and flowchart signed by grantee and appraiser 4) Signed Purchase or Option Agreement 5) Title Commitment and related documents 6) Water rights due diligence demonstration At least 60 days before closing: 7) Draft Conservation Easement 8) Survey(if necessary) 9) Environmental Site Assessment 10) Geologist's Mineral Assessment At least 14 days before closing: 11) Signage Form signed by grantee 12) Final Qualified Appraisal (must receive a positive review from GOCO's reviewer with no outstanding issues) 13) Final Project Budget(marked "Final") 14) Wire Transfer Instructions, Draft Buyer's Settlement Statement, and Closing Documents (including final draft of Warranty Deed(s)for fee title acquisitions) 15) Resolution authorizing grantee to accept property interest(or other proof of authorization) 16) Baseline Documentation Report(provide to GOCO within six months after closing for winter closings or extenuating circumstances) This document maybe submitted after closing: 17) Land Management Plan, if necessary(provide to GOCO within one year) NOTE:We will make every effort to meet your anticipated closing date. However, please recognize that GOCO requires internal review of all due diligence material and GOCO staff is also reviewing due diligence for other grants. Delays in providing materials to us by the deadlines specified above may prevent us from wiring GOCO funds to meet a specified closing date. Page 16 of 16 Updated 12/2016