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01-01-2014 Through 12-31-2014 Grant AG Between Eagle County & TOA Vail Valley Mtn Bike Assoc.EAGLE COUNTY Grant Recipient: Town of Avon for Vail Valley Mountain Bike Association Grant Amount: $15,450 Grant Period: January 1, 2014 — December 31, 2014 Whereas, Eagle County works to promote the health, safety, and welfare of Eagle County citizens of all ages; and Whereas, among the services Eagle County provides in order to promote such health, safety, and welfare are grants -in -aid to local organizations whose work assists the County in accomplishment of the goal to create and sustain a safe, healthy, environmentally and economically vital and socially diverse community; and Whereas, the Town of Avon for Vail Valley Mountain Bike Association (hereinafter referred to as "Grant Recipient ") has agreed to provide services that create and sustain a healthy environmentally and economically vital and socially diverse community in Eagle County; and Whereas, Grant Recipient acknowledges that pursuant to the terins of C.R.S. § 24- 76.5 -101, et seq., Eagle County is prohibited from providing certain public benefits to illegal aliens over the age of eighteen. Now, therefore, in consideration of the foregoing premises and the following promises, Eagle - County and Grant Recipient enter into this Agreement for payment of the grant award in the amount of Fifteen Thousand Four Hundred Fifty Dollars ($15,450) to Grant Recipient. A. Grant Recipient agrees that funds awarded by Eagle County may be used and expended solely for completion of and signage for the Saddleridge Trail as specified in its 2014 Cominunity Service Grant Application and Grant Application Budget Section. All funds will be expended in the specified grant period. The Grant Award set forth herein is for the specific Grant period and Eagle County makes no representations, nor should Grant Recipient rely on this award as a representation of any future awards for other grant periods. B. In return for the award of the $15,450 Grant, Grant Recipient agrees to submit a report discussing how the funds were expended, deliverables as outlined in the Grant Application, and how they tie back to creating and sustaining a healthy environmentally and economically vital and socially diverse community. The report will be due no later than December 31, 2014. Grant Recipient agrees to use the Colorado Common Grant (CCG) Report format which can be downloaded and printed from the following website: htt-o://www.coloradocommongEantfonns.org/CGR/default.htm. C. Payment of the Grant Amount will be made in one installment. D. Grant funds under this Grant Agreement are to be used and expended within the Grant Period. Any funds not used or expended during the Grant Period must be returned to Eagle County. E. If, after payment of the Grant Award, Eagle County reasonably determines that payment was improper because the purposes for which the payment was made were misrepresented, or the terms of this Agreement were breached, then upon written notice of such determination and request for reimbursement from Eagle County, Grant Recipient shall forthwith return such payment to Eagle County. F. Grant Recipient shall comply at all times and in all respects with all applicable federal, state and local laws, resolutions and codes; and specifically, with the requirements of the Civil Rights Act of 1964 and Section 504, Rehabilitation Act of 1973, concerning discrimination on the basis of race, color, sex, age, religion, political beliefs, national origin or handicap. G. Grant Recipient shall not assign any of its rights or duties under this Grant Agreement to a third party without the prior written consent of County. County shall terminate this Grant Agreement in the event of any assignment without its prior written consent, in which case, any unused Grant Funds must be returned to County. H. Grant Recipient agrees that no agent, employee or volunteer of Grant Recipient shall be deemed an agent, employee or volunteer of County. I. Grant Recipient shall maintain, for a lminilnum of three (3) years, adequate financial and programmatic records for reporting to County on performance of its responsibilities hereunder. Grant Recipient shall be subject to financial audit by federal, state or county auditors or their designees. Grant Recipient authorizes County to perform audits or to make inspections during normal business hours, upon 48 hour notice to Grant Recipient for the purpose of evaluating performance under this Grant Agreement. Grant Recipient shall cooperate fully with authorized Eagle County representatives in the observation and evaluation of the program and records. Grant Recipient shall have the right to dispute any claims of misuse of funds and seek an amicable resolution with County. J. This Agreement shall be governed by the laws of the State of Colorado. Jurisdiction and venue for any suit, right or cause of action arising under, or in connection with this Agreement shall be exclusive in Eagle County, Colorado. K. This Grant Agreement supersedes all previous communications, negotiations, and /or agreements between the respective parties hereto, either verbal, or written, and the same not expressly contained herein are hereby withdrawn and annulled. 2 Avon for Vail Valley Mountain Bike Association L. This Grant Agreement does not, and shall not be deemed or construed to confer upon or grant to any third party or parties any right to claim damages or to bring any suit, action or other proceeding against either Grant Recipient or County because of any breach hereof or because of any of the terms, covenants, agreements and conditions contained herein. M. Invalidity or unenforceability of any provision of this Grant Agreement shall not affect the other provisions hereof, and this Grant Agreement shall be construed as if such invalid or unenforceable provision was omitted. N. To the extent required to perform under this Grant Agreement, Grant Recipient represents and warrants that it has the expertise and personnel necessary to properly perform the Grant Agreement and its professional personnel are duly licensed to perform. O. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. P. The signatories to this Grant Agreement aver to their knowledge, no employee of the County has any personal or beneficial interest whatsoever in the matters described in this Grant Agreement. The Grant Recipient has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Grant Agreement and Grant Recipient shall not employ any person having such known interests. Q. Grant Recipient shall be responsible for the completeness and accuracy of its performance under the Grant Agreement, including all supporting data or other documents prepared or compiled in performance of the Grant Agreement, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved the work performed shall not relieve Grant Recipient of any of its responsibilities. Grant Recipient shall perform the Grant Agreement in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to Grant Recipients performing similar services. This paragraph shall survive termination of this Grant Agreement. S. Grant Recipient shall carry workers compensation insurance as required by law and automobile and commercial general liability insurance as necessary and appropriate during the tern of the Grant Agreement. T. The Grant Recipient, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) to the extent applicable shall comply with C.R.S. 24- 76.5 -103 prior to the effective date of this Agreement. 3 Avon for Vail Valley Mountain Bike Association U. If Grant Recipient (hereinafter "Contractor" for purposes of this Paragraph U) has any employees or subcontractors, Contractor shall comply with C.R.S. § 8- 17.5 -101, et seq., regarding Illegal Aliens — Public Contracts for Services, and this Contract. By execution of this Contract, Contractor certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Contract and that Contractor will participate in the E- verify Program or other Department of Labor and Employment program. ("Department Program ") in order to confirm the eligibility of all employees who are newly hired for employment to perform work under this Agreement. (a) Contractor shall not: (i) Knowingly employ or contract with an illegal alien to perform work under this Agreement; or (ii) Enter into a contract with a subcontractor that fails to certify to the Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. (b) Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Contract through participation in the E- verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E -verify program can be found at: http:l /www.dhs.gov /xprevt)rot /programs /gc 1185221678150.shtm (c) The Contractor shall not use either the E- verify program or other Department Program procedures to undertake pre - employment screening of job applicants while the public contract for services is being performed. (d) If the Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, the Contractor shall be required to: (1) Notify the subcontractor and the County within three (3) days that the Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and (ii) Tenninate the subcontract with the subcontractor if within three (3) days of receiving the notice required pursuant to subparagraph (i) of paragraph (d) the subcontractor does not stop employing or contracting with the illegal alien; except that the Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. (e) The Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. § 8- 17.5 - 102(5). 4 Avon for Vail Valley Mountain Bike Association (f) If a Contractor violates these prohibitions, the County may terminate the contract for a breach of the contract. If the contract is so terminated specifically for a breach of this provision of this Contract, the Contractor shall be liable for actual and consequential damages to the County as required by law. (g) The County will notify the office of the Colorado Secretary of State if Contractor violates this provision of this Contract and the County terminates the Contract for such breach. V. The Grant Recipient shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as an such losses, claims, damages or liabilities arise out of, directly or indirectly, this Grant Agreement, or are based upon any performance or nonperformance by Grant Recipient or any of its sub - recipients hereunder including claims for bodily injury or personal injury including death, or loss or damage to tangible or intangible property; and Grant Recipient shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Grant Recipient. This paragraph shall survive expiration or termination hereof. W. Grant Recipient certifies that it has read the Grant Agreement, understands each and every terin and the requirements set forth herein, and agrees to comply with the same. X. This Grant Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Grant Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24- 71.3 -101 to 121. [Remainder of page intentionally left blank] s Avon for Vail Valley Mountain Bike Association Funds will not be disbursed without a signed Grant Agreement. Please sign below a return to Eagle County Administration, PO Box 850, Eagle, CO 81631. 1 Insert Entity Name Name Title Mailing Address City, State, Zip Signature Date EAGLE COUNTY, COLOR-ADO By and through the Eagle Coynty Board of Commissioners By:_/, S!� Fi i, Chairman 6 Avon for Vail Valley Mountain Bike Association