Loading...
HomeMy WebLinkAboutResolution-1999-0049 RESOLUTION NO. 49 SERIES OF 1999 TITLE: A RESOLUTION ACCEPTING THE CLEAR CREEK LEGACY GRANT AND AUTHORIZING THE MAYOR AND CITY CLERK TO SIGN THE CLEAR CREEK LEGACY PROJECT GRANT AGREEMENT. WHEREAS, Jefferson County has been awarded the Clear Creek Legacy Grant; and WHEREAS, The City of Wheat Ridge IS one of the partners m the grant application, and WHEREAS, The partner match for the grant is 50% Great Outdoors Colorado, 25% Jefferson County, and 25% Wheat Ridge for the Wheat Ridge Project; and WHEREAS, The City of Wheat Rldge ProJect for this grant is the acqUisition of the Coors Greenbelt Property; and NOW THEREFORE BE IT RESOLVED BY THE CITY OF WHEAT RIDGE CITY COUNCIL THAT, 1) The City of Wheat Ridge accept the terms of the Clear Creek Legacy ProJect Grant. 2) The Clear Creek Legacy Project Grant Agreement be approved and authonze Jefferson County to admmlster the grant. 3) The Mayor and City Clerk be authonzed to Sign the Clear Creek Legacy ProJect Grant Agreement. DONE AND RESOLVED THIS 28tiDA Y OF retchen Cerveny, Mayor ~------- ATTEST ~~ ,J~ Wanda Sang, City Clerk -\ LEGACY PROJECT GRANT AGREEMENT LEGACY PROJECT: Name Clear Creek Legacy Grant Project Project Completion Date. No later than June 30, 2000 Great Outdoors Colorado Contract No' 8620 PARTIES TO AGREEMENT: Board. The State Board of the Great Outdoors Colorado Trust Fund 303 East 1 ib A venue, Suite 900 Denver, CO 80203 Phone: 303-863-7522 Fax: 303-863-7517 Grantee: Jefferson County, Colorado City of Golden, State of Colorado City of Arvada, State of Colorado CIty of Wheat Ridge, State of Colorado Date' 1999 06/28/99 \\GC4\DA T A \ IGROUPS\A TIORNEY\COMM_RESIOPENSP AC\GOCO.AGTlLEGACY .doc RECITALS A. 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 designates a portion of the net proceeds of the Colorado Lottery to the Board and directs the Board to invest those proceeds III the State's parks, wildlife, open space and recreational resources. B The Board created a statewide Legacy Project Grant program designed to further the following' (a) wildlife programs through the Division of Wildlife; (b) outdoor recreation programs through the Colorado Division of Parks and Outdoor RecreatIOn; (c) open space and natural areas programs through the Colorado Division of Parks and Outdoor Recreation and Colorado DiviSIOn of Wildlife, municipalities, counties, or nonprofit land conservation entities, and (d) local government open space, trails and other outdoor recreation facilities. C. Jefferson County, Colorado applied for and was awarded funding from the Board in connection With the Legacy Grant Program. A proJect application (the "Project Application") for the Clear Creek Legacy Grant was submitted to the Board on March 30, 1998 Jefferson County, Colorado IS the pnmary sponsor for the Project Appl1cation. On May 20, 1998 the Board approved the Project Application and the followll1g entities are expected to receive funds pursuant to such approval. Jefferson County, Colorado, the City of Golden, the City of Arvada and the City of Wheat Ridge. Said entities are hereinafter from tIme to time individually or collectively referred to as "Grantee". D. The Board approved Grantee's Project ApplicatIOn subject to the following contingencies. (i) total net proceeds available from the lottery programs equals or exceeds $87,000,000 each year and the Board continues to receive its portIOn of the total net proceeds as currently allocated under Article XXVII of the Colorado Constitution; (il) Grantee and the Board execute a detailed grant agreement; and (iii) Grantee discharges all of the requirements and conditions set forth in thiS Agreement. E. the Board. The parties lI1tend this Agreement to be the detailed grant agreement required by AGREEMENT NOW, THEREFORE, 111 consideratIOn of the foregoll1g, and other good and valuable consideration, the receipt and sufficiency of whIch are hereby acknowledged, the parties hereto agree as follows' ARTICLE 1. Project Description 1 ProJect. Grantee submitted the Project ApplicatIOn to the Board which contemplates the completion of the Project. A copy of the Project Application IS attached hereto and incorporated herein by reference as Exhibit A. 06/28/99 \IGC.1\D AT A I IGROUPSIA rrORNEY\COMM_RESIOPENSP AC\GOCO.AGT\LEGACY .doc :2 2. Work Plan. To implement and complete the Project, Grantee has completed a detailed work plan which describes all the phases of the Project and Includes, among other Items, a multiple year budget (through the completion of the ProJect) with anticipated sources and uses of funds, Grantee's requested annual appropnatlOns of the Grant from the Board, schedules of the speCific phases of the Project and/or a list of key dates, and any known or anticipated contingencIes to completion of the Project (the "Work Plan"). The Work Plan adjusts the Project budget and time lines from those contained in the Project Application to reflect that the amount of the Grant may be less than requested In the Project Appl1catiOn. The Work Plan also contams the Board approved allocatiOn of the Grant among the four funding categones described m the Techlllcal Supplement (as hereafter defined) Grantee acknowledges and agrees that the Board must review and approve the budget and any revised budgets contained withm the Work Plan or Addendum (as described below) to determme If the timmg of requested annual appropriations can be supported by the net proceeds aVailable to the Board from the lottery programs. A copy of the Work Plan is attached hereto and incorporated herem by reference as Exhibit B. a. Addendum. Grantee hereby covenants and agrees to update the Work Plan on an annual basis during the term of thiS Agreement by means of an addendum to thiS Agreement (the "Addendum"). The Addendum must be executed by both the Board and the Agent (defined below) and will include a comparison of actual expenditures to the budget, and will reVisit and reVise, where appropriate, the Work Plan in light of the net proceeds aVailable to the Board from the lottery programs, Grantee's demonstrated progress toward completion of the Project, and Grantee's changes in expectations and goals under the Work Plan. If the Grantee is requesting an appropnation for a specific phase of the Project that differs from the Work Plan or a previously executed Addendum, the new Addendum must contain a clear explanation of how the new phase fits within the overall plan or viSiOn for the Project, a specific description of the newly proposed phase, and a budget and time line for implementation of the new phase reflectIng the proposed sponsor/partner match. Grantee acknowledges and agrees that appropriatiOns of portions of the Grant in subsequent years IS expressly contmgent on the execution of the Addendum by the Agent and the Board. b Match Funds. Grantee has undertaken responsibility for obtainIng the match funds and in-kind contributions described in the Project ApplicatlOn and Work Plan. Grantee hereby covenants and agrees to disclose to the Board in each Addendum the status of efforts to secure matching fundmg and the changes, if any, in Grantee's proposed allocatiOn of the Grant among the four fundmg categories described in the Technical Supplement. 3 Proiect scope. The Project will not be matenally modified by Grantee Without the written approval of the Board. Grantee shall use the Grant solely to complete the Project, as approved by the Board under the Project ApplicatlOn, Work Plan and Addendum. Grantee hereby covenants and agrees to use ItS best efforts to complete the Project. 06/28/99 IIGC41DA T Ai IGROUPSIA TTORNEY\CO~lM_RESIOPENSPAC\GOCO AGT\LEGAC) .doc 3 ARTICLE II. Legacy Grant Award 1. Grant. The Board hereby authonzes this grant m an amount not to exceed Five MilliOn Dollars ($5,000,000) (the "Grant") m favor of Grantee to be used solely to complete the ProJect, subject to' (i) total net proceeds available from the lottery programs equalmg or exceedmg $87,000,000 each year and the Board continuing to receIve ItS portIOn of the total net proceeds as currently allocated under Article XXVII of the Colorado Constitution, and (ii) as to future fiscal years, Grantee and the Board must execute the Addendum as set forth above 2. Scheduled Appropnations and Disbursement of the Grant. It is antiCipated that the Grant will be dIstributed over a period ending June 30, 2000 Each year the Board will appropnate a specific portion of the Grant for distribution to Grantee in the then current fiscal year to complete specific phases of the Project. The initial appropriation will be made in June 1999 and Will provide fundmg for those specific phases of the Project expected to be completed pnor to June 30, 2000. Each succeedmg appropriation will pertain to the applicable fiscal year runmng from July 1 to June 30. Grantee's schedule of anticipated and requested appropriatiOns IS set forth in the Work Plan. ARTICLE III. Designation of Agent 1 Agent. Given that Grantee is comprised of multiple entities and in an effort to coordinate the communication among these various entities and with the Board, each Grantee hereby designates Jefferson County, Colorado as its sole and exclUSive agent for admmistering this Agreement includmg but not limited to contact with the Board and its staff In all matters pertammg to the Work Plan, except for official requests for fundmg of a specific appropriation of the Grant which will be provided to the Board by the individual Grantee, and execution of any Addenda required by this Agreement. The Agent, in the name of and on behalf of each Grantee, shall also have the authority to execute any amendments to thIS Agreement as may be required from time to time. The designation of the Agent may be changed by a written statement addressed to and received by the Executive Director Signed by a majority of the entities comprising Grantee setting forth the designation of the new Agent. ARTICLE IV. Covenants Applicable to Particular Aspects of the Grant 1 Grantee acknowledges that the Project may consIst of various phases compnsed of the followmg activities. (i) planning, project coordmation and administration, and environmental program development ("Plannmg Activities") as more particularly described in the Technical Supplement; (Ii) land acquisition and acquisition of conservation easements ("Property AcqUisition Activities") as more particularly described in the Technical Supplement; (iil) trail development, facilities development and expansion or enhancement of existing facilities ("FaCilities Development Activities") as more particularly described in the Techmcal Supplement; and (iv) habitat restoration and enhancement ("Habitat RestoratiOn Activities") as 06/28/99 IIGC4\D AT A I IGROUPSIA TTORNEY\COMM_RESIOPENSP ACIGOCO.AGTlLEGACY .doc 4 more particularly described 10 the Technical Supplement. With respect to the aforementioned activities, Grantee hereby acknowledges, covenants and agrees as follows: a. Planning ActivIties. The Board shall only pay those Eligible Costs for Planning Activities set forth in the Technical Supplement. b. Property Acquisition Activities. Grantee will meet and dIscharge the Standard Conditions and Due Diligence requirements set forth in the Techmcal Supplement. The Board shall only pay those Eligible Costs for Property AcqUISitIOn ActiVities set forth III the Technical Supplement. Only those properties acquired for land conservation, non-game habitat, or open space purposes as defined in Paragraph III B 2, on page 10 of the Technical Supplement shall have a use restriction placed upon them. ThIS use restnction shall be recorded in the records of the Clerk and Recorder of the County in which the property is located. For the purposes of this Agreement, such use restriction shall be in the form of a Declaration of Covenants, ConditIOns, and Restrictions attached as Exhibit E. c Facilities Development Activities. The facilities constructed under this activity will be maintained for twenty five (25) years or the useful life of the facility as more particularly described in the Technical Supplement. The Board shall only pay those Eligible Costs for Facilities Development Activities set forth III the Technical Supplement. d. Habitat RestoratIOn Activities. Grantee will undertake no act or omIt to undertake an act that results in the degradatIOn of the habitat either restored or enhanced under this activity. The Executive Director may require a Use Restriction where appropriate, the terms of which will be mutually agreed to by the Parties. The Board shall only pay those Eligible Costs for Habitat Restoration Activities set forth In the Technical Supplement. ARTICLE V. Disbursement of the Grant 1 Process for Disbursement. a. Wntten Request for Disbursement. Each Grantee, for itself, must subIIl1t a written request for disbursement of all or a portIOn of the then current appropriation at least Forty Five (45) days prior to the requested disbursement. b AdditIOnal Documentation. In additIOn to the written request for disbursement, Grantee must also provide to the Board or its authorized agent, as an express condItion precedent to disbursement, the following items relative to the following actiVIties (as these actIvities relate to the speCIfic phase of the Project for which a disbursement is requested). 06/28/99 IIGC41DA TAl IGROUPSIA TTORNEY\COMM_RESIOPENSP AC\GOCO.AGTlLEGACY.doc 5 (1) Plannmg ActlVlties: Grantee must submit: (i) documentatIOn confirming that the benchmarks for fundmg set forth in the Work Plan or Addendum have been met, (ii) itemized fundll1g and expenditure documentatIOn venfYll1g the sources of funds and that the costs are Eligible Costs (as more particularly set forth in the Technical Supplement); and (iil) such other !terns or lI1formatlOn as required by the Technical Supplement. (2) Property AcqUisitIOn ActIVIties Grantee must submit: (i) documentatIOn confirming that the Standard ConditIOns for Property AcqUisitIOn Activities (as set forth in the Technical Supplement) have been met; (ii) the documentation required by the Due Diligence Checklist for Property Acquisltion ActiVities (as set forth in the Technical Supplement); (ili) Jtemized funding and expenditure documentation verifying the sources and uses of funds and that the costs are ehgible for payment at c10smg (as more particularly set forth m the Technical Supplement); and (iv) such other items or information as required by the Technical Supplement. (3) Facilities Development Activities: Grantee must submit: (i) documentation confirmmg that the facihtles will be open to the public, and operated and maintained m a reasonable state of repair for the purposes set forth in the Project Application, Work Plan and Addendum for at least twenty-five years or the useful life of the facility (as more fully set forth in the TechmcaI Supplement), (ii) itemized funding and expenditure documentatIOn verifying the sources and uses of funds and that the costs are Eligible Costs (as more particularly set forth 111 the Technical Supplement); (iii) documentation confirrrung that the benchmarks for funding set forth in the Work Plan or Addendum have been met; and (iv) such other items or information as required by the Technical Supplement. (4) Habitat Restoration Activities. Grantee must submit: (i) documentatIOn confirming that the habitat that is restored or enhanced will be maintained in its restored or enhanced state in perpetuity (as more fully set forth 111 the Technical Supplement); (ii) itemized funding and expenditure documentatIOn verifying the sources and uses of funds and that the costs are ehgible for reimbursement (as more particularly set forth in the Technical Supplement); (iii) documentatIOn confirmmg that the benchmarks for funding set forth in the Work Plan or Addendum have been met; and (iv) such other items or information as reqUired by the Technical Supplement. 2. Additional Information Required for each Phase. Pnor to dlsbursement of any portion of the Grant, the followmg informatIOn must also be submitted to the Board or its authorized agent: a. Promptly upon execution of thiS Agreement, Agent, on behalf of Grantee, will submit the followmg' 06/~ 8/99 \\GC4\DA T A \ IGROUPS\A TIORNEY\COMM_RES\OPENSP AClGOCO.AGlILEGACY .doc 6 (1) EVIdence that each member Grantee authorized the executIOn of the grant agreement and approves Its terms and conditIOns. Such evidence may be either in the form of a resolution, or other legally bmdmg action of the Party. (2) the Work Plan for the Project. b Prior to disbursement of funds for any phase of the Project, an agent, on behalf of each Grantee submittmg a disbursement request, must provide written evidence that: (1) all permits and approvals necessary to the completion of the phase of the Project under applicable local, state and federal laws and regulations have been obtained. (2) no material modifications or delays have been made or experienced (or the Board has been advised of the modifications or delays and has elected to continue to participate in the fundmg of the Project), (3) matching funding has been received (or the status of efforts to secure matchmg funding has been dIsclosed to Board staff and it has been found to be satisfactory), and (4) the representations made to the Board in the Project Application, Work Plan and Addendum continue to be true (or, if there have been any material changes, the Board staff has been advised of such changes and has assented to them). (5) the Executive Director may waive one or more of the prevIOus conditions to disbursement but may require satisfaction of one or more of these conditions subsequent to disbursement. 3. Cost Reductions. In the event that the cost of a specific phase or activity is less than the amount itennzed in the Work Plan or Addendum for that specific phase or addendum, then the Board hereby reserves the right to proportionately reduce its contribution to that specific phase or activity ARTICLE VI. Other Provisions 1. Technical Supplement. Grantee acknowledges and agrees that the Technical Supplement for September 1996 Legacy Grant Awards ("Technical Supplement"), that is mcorporated as Exhibit C to this Agreement, together With that Checklist to the Completion of Legacy Land AcquisitIOns, that is incorporated as Exhibit D to this Agreement, each contains additional obligations of Grantee and procedures for administering the Grant. The Board may revise the Techmcal Supplement from time to time, and any matenal reVisions to the Technical Supplement shall be mutually acceptable to the Board and the Agent and apply to this 06/28/99 \\GC4\DA T '" IIGROUPSIA TTORNEY\COMM_RESIOPENSPAC\GOCO.AG1\LEGAC'r .doc 7 Agreement as If fully set forth herein. Notwithstanding anythlllg to the contrary contallled herein, or III any of the ExhibIts attached hereto, in the event the Techmcal Supplement conflicts with the terms of thIs Agreement, or wIth the terms of any of Exhibits D, E, and/or F, of this Agreement; the terms of this Agreement, and of Exhibits D, E, and/or F, as applicable, shall govern over the terms of the Technical Supplement. 2. Compliance with Regulatory RequiTements and Federal and State Mandates. To the extent mandated by federal, state or local laws, each Grantee hereby assumes responsibility for compliance with all federal, state and local regulatory requirements in all applicable areas. To the extent allowed by the Colorado Governmental ImmUlllty Act and other applicable law, each Grantee hereby agrees to indemnify, defend, and hold harmless the Board, its members, officers, agents or employees, from any cost, expense or liability for any failure to comply by such Grantee WIth any such applicable requirements. a. Grantee acknowledges the Board is not acting as, and shall not be construed to be as acting as an owner, manager or operator of any property (real or personal), faCility or activity arising out of or III connection with the Project under any applicable law, mcluding but not limited to any applicable enviTonmentallaw, rule or regulation. b. Grantee agrees and acknowledges that in each instance m thIS Agreement the Work Plan, or the Addendum, where the Board or the Executive Director IS required or has the right to review or give its approval or consent, no such reView, approval or consent shalllmply or be deemed to constitute an opinion by the Board or the Executive Director, nor impose upon the Board or the Executive Director, any responsibility for the design or construction of buildmg elements, includmg but not limited to the structural integnty or life/safety requirements or adequacy of budgets or financing or compliance With any applicable federal or state law, or local ordinance or regulations, including any applicable environmental laws. All reviews, approvals and consents are for the sole and exclusive benefit of the Grantee as required by this Agreement, the Work Plan or Addendum and no other person or party shall have the right to rely thereon. 3. Nondiscrimination. During the performance of this agreement, each Grantee and ItS contractors shall not unlawfully discnminate against any employee or applicant and shall comply with any other applicable laws prohibIting discrimmatlOn. Each Grantee and lts contractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimmation. 4 PubliCity and Project Information. Each Grantee hereby agrees: a. Each Grantee shall acknowledge Board funding in all publiclty issued by It eoncerning the Project; b. Each Grantee shall cooperate wlth the Board in preparing public information pieces, and shall give the Board the nght and opportumty to use information gamed from the Project. 06/:8/99 IIGCo\lDA T A \IGROUPSIA TTORNEY\COMM_RESIOPENSPAOGOCO '\GTlLEGACY.doc 8 c. Each Grantee shall give timely notice of the Project, Its mauguratlon and significance to the local members of the Colorado General Assembly, members of the board of county comrrusslOners of the county or counties in which the Project IS located, as well as to other appropnate publIc officials; d. Each Grantee shall give the Board thirty (30) day notice of and opportul1lty to participate in Project dedications. e Each Grantee shall erect temporary and permanent signs acknowledging financial assistance from the Board and the lottery programs in a form mutually acceptable to each Grantee and the Board as more partIcularly set forth in the Technical Supplement. 5 Liability a. To the extent allowed by the Colorado Governmental Immunity Act and other applicable law, each Grantee shall mdemnify, defend and hold harmless the Board, ItS members, officers, agents and employees from any and all of its liabilIties, cl31ms, demands, damages or costs (includmg reasonable attorneys' fees) resulting from, growmg out of, or in any way connected with or incident to this Agreement, except to the extent caused by the gross negligence or Willful and wanton conduct of the Board, its members, officers, agents or employees. Each Grantee hereby waives any and all nghts to any type of express or implied inderrmity 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. b Notwithstandmg any other provision of this Agreement to the contrary, 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, or qualIfied members of each Grantee, under the Colorado Governmental Immunity Act as amended or as may be amended (includmg, without limitation, any amendments to such statute, or under any similar statute which is subsequently enacted ("CGIA"). The Board and each Grantee understand and agree that liability for claims for mjuries to persons or property arising out of the negligence of the Board, its members, offiCials, agents and employees IS controlled and 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 lirruts the lIability of the Board or its members, officers, agents and employees, or eligible grantees and their members, officers, agents and employees. c. To the extent that Grantee is comprised of more than one entity, the obligations of each Grantee under thiS Section shall be joint and several. d. Notwithstanding any provision of this agreement to the contrary the commissioners, duectors, employees and coordinator of the Grantee shall not have any personal liability under this agreement except in cases of intentional misconduct. 06/28/99 IIGC41DA TAl IGROUPSIA TIORNEY\COMM_RESIOPENSP AClGOCO.AGTlLEGACY .doc 9 6. AudIts and Accountmg Records. Each Grantee shall mamtam standard financial accounts, documents, and records relatmg to the acquisitIOn, use, management, operation and maintenance of the Project. The accounts, documents, and records related to the acquisitIOn of any portion of the Project shall be retamed by each such Grantee for five (5) years following the date of disbursement of funds by the Board under thIS Agreement, and shall be subject to examination and audIt by the Board, or Its authoTized agent, during this period. The accounts, documents and records related to ongoing use, management, operatIOn and maintenance of the Project shall be retained by each Grantee for five (5) years following the year to which the records pertam, and shall be subject to examination and audit of the Board, or its authonzed agent, dunng this penod. All accounts, documents, and records described herein shall be kept m accordance with generally accepted accounting principles. 7 Withdrawal of Board Funding. The Board may withdraw fundmg of unappropriated amounts of the Grant and cease funding of the Project if net annual proceeds available from the lottery programs is less than Eighty Seven Million Dollars ($87,000,000) 8 Grantee's Inability to Complete Project. If Grantee determines With reasonable probability that the Project will not or cannot be completed as reflected in the Project Application, Work Plan or Addendum, Grantee will promptly so advise the Board, and cooperate m good faith with respect to alternative solutions to the problem before any further funds are advanced. 9. Completion Date. Grantee shall complete the Project no later than June 30, 2000 (the "CompletIOn Date"), but if the Lottery is re-authorized prior to July I, 1999, then the Board, in its sole and absolute discretion, may extend the Completion Date for the Project. 10. Assignment. No Grantee may aSSIgn its rights or delegate its obligatIOns under this Agreement without the express written consent of the Executive Director which consent may be withheld in the sole and absolute discretion of the Executive Director. In the event that Arucle XXVII of the Colorado ConstItution, which established the Board, is amended or repealed to terminate the Board or merge the Board into another entity, the Tights and obligations of the Board hereunder shall be assigned to and assumed by such other entity as provided by law, but in the absence of such direction, by the Colorado Department of Natural Resources or ItS successor 11. Breach. In the event that Grantee breaches any of the terms or condItions of this Agreement and fails to cure such default after thirty (30) days prior notice from the Board, the Board shall have the following remedies. a. Prior to Payment of all of the Grant. The Board reserves the right to Withdraw fundmg and / or terminate thIS Agreement, in whole or in part. b After Pavment of the Grant. The Board reserves the right to deem an indiVIdual Grantee ineligible for partiCipation m future Board grants, loans or projects. 06/2R/99 IIGC4\D AT A I IGROUPSIA TIORNEY\COMM_RESIOPENSP ACIGOCOAGTlLEGACY .doc 10 c. AdditIOnal Remedies. In additIOn to the remedIes set forth m ll(a) and (b) above, the Board shall be entitled to pursue any other remedy available at law or in equity. 12. Good Faith. There is an obligation of good faIth on the part of both partIes, including the obligatIOn to make timely commUlllcatlon of mformation which may reasonably be believed to be of interest to the other party 13 Applicable Law Colorado law applies to the interpretatIOn and enforcement of this Agreement. 14. Status of Grantee. The parties acknowledge that the Board lacks the power and right to direct the actions of any Grantee. Each Grantee acts in its separate capacity as an independent contractor and not as an officer, employee or agent of the Board or the State of Colorado. 15. Entire Agreement. Except as expressly provided herein, this Agreement consti- tutes 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 writmg and signed by the parties to this Agreement. 16. Multiple Year Obligations of the Board. To make certain the understanding of the parties because thIs Agreement will extend beyond the current fiscal year, each Grantee understands, acknowledges, agrees and intends that the Grant in no way constitutes a current obligation or current expense of the Board. The Board's oblIgation to pay all or any portion of the Grant m a given fiscal year is expressly contingent upon: (i) total net proceeds available from the lottery programs equaling or exceeding $87,000,000 each year and the Board continuing to receive its portion of the total net proceeds as currently allocated under Article XXVII of the Colorado ConstitutIOn; (ii) Grantee and the Board have executed the Addendum to this Agreement; and (hi) the Board has appropriated a specIfic portion of the Grant for payment in a particular fiscal year. It IS only after the foregoing conditions have been discharged and the other conditions of this Agreement have been met that the appropriated amount under the Grant (as opposed to the Grant total authorized) constitutes a current expense of the Board. The appropriated amount for a specific fiscal year shall be payable exclusively from Board's funds and shall not in any way be construed to be a general obligation indebtedness of the State of Colorado or any agency or department thereof. The Board has not pledged the full faith and credit of the State, or any agency or department thereof to the payment of the Grant hereunder, and this Agreement shall not directly or contingently obligate the State or any agency or department thereof to apply money from, or levy or pledge any form of taxation to, the payment of the Grant. 17 Time is of the Essence. Time IS of the essence in thiS Agreement. 18. Survival. The terms and provisions of this Agreement shall survive the funding of the Grant. Subsequent to the funding of the Grant, there are a number of ongoing obligations of Grantee 06/28/99 IIGC41DA TAl IGROUPS\A TTORNEY\COMM_RESIOPENSP AC\GOCO.AG1\LEGACY .doc 11 19. Notices. Any notlce, demand, request, consent, approval, or communication that either party desires or is required to give to the other shall be m writmg and either served personally or sent by first class mail, postage prepaJd, addressed as follows. To Grantee, via the Agent: Jefferson County, Colorado 100 Jefferson County Parkway Golden, CO 80419 Phone 303-271-5931 To the Board: Executive Director State Board of the Great Outdoors Colorado Trust Fund Suite 900 303 East 17th Avenue Denver, CO 80203 20, 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 constltute one Agreement. In addition, the parties agree to recognize signatures to thiS Agreement transmitted by telecopy as if they were origmal slgnatures. 21. Change of Use. In the event Grantee, in its reasonable discretion, determines that there is a Compelling Public Need (as hereinafter defined) for a change in use of the real property interest acquired with the Grant (which real property interest is subject to a DeclaratlOn of Covenants, ConditIOns and Restrictions, as such terms are defined herein), the Grantee shall notify the Board of its determination and request a change m use review ("Change in Use Notice"). For purposes of this Section, "Compelling Public Need" shall have the meaning ascribed to it in the Criteria (as hereafter defined). Grantee and the Board hereby acknowledge and agree that the Board's change in use review will be conducted in accordance with the Critena and Procedure for Change of UselLand Substitution of Open Space AcquisitIOns of Local Governments attached hereto as Exhibit F and incorporated herem by this reference as amended from time-to-tlme by the Board (the "Criteria") Within sixty (60) days after submitting the Change in Use Notice, Grantee shall submit to the Board all documentatIOn required under the Cnteria, as well as any addJtional documentation requested by the Board as a result of its receipt of the Change in Use Notice (the "Documentation"). The Board covenants and agrees that it will reVlew the Documentation in good falth, but Grantee and the Board hereby acknowledge and agree that the ultimate decision as to whether to grant, deny, condltion approval, or delay a decision on the request shall be made in the sole, subjective and absolute discretion of the Board. 06128/99 IIGC41DA TAl IGROUPSIA TTORNEY\COMM_RESIOPENSP AC\GOCO.AGT\LEGACY .doc 12 Dated. STATE BOARD OF THE GREAT OUTDOORS COLORADO TRUST FUND By: Executive Director GRANTEE: COUNTY OF JEFFERSON STATE OF COLORADO By: Patricia B. Holloway, Chairman, Board of County CommissIOners APPROVED AS TO FORM: Anne T. Kelson Assistant County Attorney ATTEST: By: Deputy Clerk and Recorder Title' 06/28/99 IIGC41DA TAl IGROUPSIA TTORNEYlCOMM_RESIOPENS P AClGOCO.AG1\LEGACY .doc 13 CITY OF GOLDEN STATE OF COLORADO ATTEST' By' Name Title By. Name Title' CITY OF ARV ADA STATE OF COLORADO ATTEST By' Name. Title By: Name. Title: CITY OF WHEAT RIDGE STATE OF COLORADO ATTEST: ~~~J~?~:,~ Title tv/o fin r> ~f!td ,J,3 Title' ~ ~z/ 06128199 IIGC4\DA TAl IGROUPSIA TTORNEY\COMM_RES\OPENSP AClGOCO.AGTlLEGACY .doc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . >~~:!:!:i' . .. ... . . . . . . . 14 Schedule of Exhibits Exhibit A Project Application Exhibit B Work Plan Exhibit C Techmcal Supplement Exhibit D Checklist to the Completion of Legacy land AcqLllsitlOns Exhibit E Form DeclaratIOn of Covenants, ConditIOns and Restrictions Exhibit F Criteria for Change of Use of Open Space Properties 06/28/99 IIGC41DA T A \ IGROUPSIA TIORNEY\COMM_RESIOPENSP AaGOco.AGT\LEGACY.doc IS