2025

MEMORANDUM OF UNDERSTANDING BETWEEN

COUNTY OF GRAND, STATE OF COLORADO, BY AND THROUGH ITS BOARD OF COUNTY COMMISSIONERS, AND

GRANTEE (Town)

This Grant Agreement (“Agreement”) is entered into this ____ day of ________________, 2025, by and between the Board of County Commissioners of the County of Grand, State of Colorado (“Grand County”), and ________ (Town) (the "Grantee") (each a "Party" and together, the "Parties").

WHEREAS, pursuant to Grand County Resolution No. 1988-8-14, as amended by Resolution No. 1992-7-1, as amended by Resolution No. 2024-8-7 Grand County is authorized to collect and hold in the County Lodging Tax Tourism Fund (referred to as the GCCTB Fund), approve the use of, and distribute funds collected through a countywide voter approved tax to be used for developing and implementing a plan to market and promote tourism for Grand County and its municipalities, excluding the “Town of Winter Park”, and

WHEREAS, pursuant to the above referenced resolutions and voter approved ballot issue, the Board of County Commissioners of the County of Grand, Colorado (Board) appointed members to the County Lodging Panel, also known as the Grand County Tourism Board (GCCTB) to receive, consider, and make recommendations on applications and requests for grant funds from the GCCTB Fund; and

WHEREAS, the GCCTB has recommended for approval by the Board an application and request from Grantee for a grant from the GCCTB Fund in an amount and for the purposes more fully described in Exhibit A hereto, which is incorporated herein by reference as if fully set forth herein; and

WHEREAS, Grand County held a public hearing regarding Grantee’s application, considered the application and GCCTB recommendations, and determined the application and funding request complied with the intent, terms, and conditions of the voter approved resolutions governing distribution and use of GCCTB funds, and accordingly, approved Grantee’s application for funding; and 

WHEREAS, the purpose of this Agreement is to set forth the terms and conditions of granting the funds (Grant Funds) to Grantee as well as set forth the parties’ respective rights and responsibilities.

NOW THEREFORE, IT IS AGREED AS FOLLOWS:

The Parties agree to be bound by the following terms and conditions.

1) Scope of Work and Purposes For Which Grant Funds are Approved

Grantees and grant applications must meet the following requirements:

  • Encourages overnight stays in Grand County by visitors.
  • Non-profit organizations that are established and proven marketing entities within the county formed for advertising and marketing tourism Encourages tourism in the off-season or low seasons.
  • Is unique and promotes the uniqueness of Grand County as a tourist destination.
  • Allows other tourism-related businesses and entities to participate in marketing or events.
  • If special event request, 50% match is accounted for.
  • The organization is in keeping with the image of the county created by the overall marketing efforts of the GCCTB.
  • All marketing and promotional materials must include the GCCTB logo.

Grand County is responsible for awarding and distributing the Grant Funds. The GCCTB will collect and maintain grant reports.  All correspondence should be directed to the Director for the GCCTB.

2) Payment of Grant Funds

The total amount of Grant Funds to be paid to the Grantee is $_________for the completion of the acquisitions, work, or objectives described in paragraph 1 of this Agreement and Exhibit A.  The GGCTB Director shall be the point of contact to discuss funding needs and schedule issues.

If Grant Funds are to be paid out in a manner other than a lump sum, the parties shall attach a payment schedule approved by GCCTB as its own, separate exhibit to this Agreement, which exhibit shall be incorporated herein by reference as if fully set forth herein; provided, however, the Board retains full discretion to alter any agreement on the timing and manner of disbursement of Grant Funds.

3) Final Report 

Grantee agrees to submit a full and complete final report to Grand County on the use of Grant Funds, compliance with the terms of the grant. 

For Grantee Events/Projects/Marketing, the complete final report must be submitted no later than 30 days after the completion of your project or by (DATE TO BE FILLED IN: 18 months after grant is awarded). If the project will not be completed by (DATE TO BE FILLED IN: 18 months after grant is awarded), Grantee must submit an update on the project and a request for an extension. This letter must include current accomplishments, the nature of the delay in completing the project, and a request for an extension with a stated date of completion. Final Reports or project updates are mandatory to ensure eligibility to receive future funding. 

If Grantee has unused Grant Funds after completion of the project, Grantee shall notify GCCTB Director and return all remaining funds promptly to the GCCTB by remitting them to the Grand County Treasurer at Grand County, Colorado, PO Box 264, Hot Sulphur Springs, CO 80451. Failure to submit final reports or return unused funds is a material breach of this Agreement and makes the Grantee ineligible for future grants.

FINAL REPORTS ARE MANDATORY.

4) Records

Grantee agrees to maintain its financial books and records in such a manner that the receipts and expenditures of the Grant Funds will be shown separately in such books and records in an easily identified and verifiable form.  Grantee agrees to keep records of receipts and expenditures of Grant Funds and supporting documentation for at least seven (7) years after the completion of the use of the Grant Funds, and to make such books, records, and supporting documentation available for inspection at reasonable times from the time of its acceptance of this grant through such period.  Grantee agrees to provide all books and records, including receipts and expenditures, within 24 hours of request by Grand County.  

5) Acknowledgement of Support

All collateral materials related to the project shall acknowledge Grand County’s and GCCTB’s support including press releases, articles, newsletters, website postings, social media, magazine and/or radio advertisements, or other means of communication.

6) Insurance - Grantee 

During the term of this Agreement, and any extension(s) hereof, Grantee agrees that it will keep in force an insurance policy or policies, issued by a company authorized to do business in Colorado, in the kinds and minimum amounts specified below unless specifically waived herein.  In the event of cancellation of any such coverage, Grantee shall immediately notify Grand County of such cancellation,

(1) Standard Worker's Compensation and Employer's Liability as required by State Statute, including occupational disease; covering all employees on or off the work site, acting within the course and scope of their employment.

(2) General, Personal Injury, Professional, Automobile Liability (including bodily injury, personal injury and property damage) with minimum coverage of:

  • a. Occurrence basis policy: combined single limit of $1,200,000 or Claims-Made policy: combined single limit of $1,200,000; plus an endorsement, certificate, or other evidence that extends coverage two years beyond the performance period of this Agreement.
  • b. Annual Aggregate Limit policy: Not less than $1,200,000 plus agreement that the Grantee will purchase additional insurance to replenish the limit to $1,200,000 if claims reduce the annual aggregate below $1,200,000.
  • c. Grand County shall be named as an additional insured on all liability policies.
  • d. The insurance shall include provisions preventing cancellation without thirty (30) calendar days prior to written notice to Grand County by certified mail.
  • e. Upon execution of this Agreement, the Grantee shall provide to Grand County additional insured endorsements and certificates of the required insurance coverage.
  • f. The Grantee shall provide such other insurance as may be required by law, or in a specific solicitation.
  • g. If the Grantee is a “public entity” within the meaning of the Colorado Governmental Immunity Act, 24-10-101, et sec., C.R.S. as amended (“Act”); the Grantee shall maintain such insurance, by commercial policy or self-insurance, as is necessary to meet then Grantee's liabilities under the Act. Proof of such insurance shall be provided upon request by Grand County.

7) Grantee Representations - Licenses/Approvals/Insurance: 

Grantee certifies that, at the time of entering into this Agreement, it has currently in effect all necessary licenses, certifications, approvals, and insurance required to properly provide the services and/or supplies covered by this Agreement. Additionally, all employees of Grantee performing services under this Agreement shall hold the required license or certification, if any, to perform their responsibilities. Any revocation, withdrawal, or nonrenewal of necessary license, certification, approval, or insurance required for the Grantee to properly perform this Agreement shall be grounds for termination of this Agreement by Grand County.

The Grantee further certifies that, if it is a corporation, it currently has a Certificate of Good Standing or Certificate of Existence to do business in Colorado. Proof of such certification shall be provided upon request by Grand County.

8) Records Maintenance

The Grantee shall maintain a complete file of all records, documents, communications, and other materials which pertain to the operation of the program/project or the delivery of services under this Agreement. Such files shall be sufficient to properly reflect all direct and indirect costs of labor, materials, equipment, supplies and services, and other costs of whatever nature for which a Grant Funds payment was made. These records shall be maintained according to generally accepted accounting principles and shall be easily separable from other Grantee records.

9) Performance Monitoring

Grantee shall permit Grand County, GCCTB and any other governmental agency authorized by law, or their authorized designee, to monitor all activities conducted by the Grantee pursuant to the terms of this Agreement.  The monitoring agency may, in its sole discretion as it may deem necessary or appropriate, determine such monitoring may consist of internal evaluation procedures, reexamination of program data, special analysis, on-site verification, formal audit examinations, or any other reasonable procedures. All such monitoring shall be performed in a manner that will not unduly interfere with contract work.

10) Audits

a. General: Grantee authorizes Grand County, GCCTB or its representatives to perform audits and/or inspections of Grantee’s records at any reasonable time during the term of this Agreement and for a period of seven (7) years, (unless Grand County determines a longer timeframe is required) following the date of final payment under this Agreement, to assure compliance with its terms and/or to evaluate Grantee's performance.

Any Grant Funds that have been improperly received or paid out by Grantee shall be immediately returned to Grand County, and/or further payments to grantee will be suspended pending resolution of the matter.

b. Single Audit Clause: All state and local governments and non-profit organizations receiving more than $750,000 from all funding sources, that are defined as federal financial assistance for audit purposes, shall comply with the audit requirements of 2 CFR Part 200 (Uniform Guidance).

11) Conflict of Interest

During the term of this Agreement, Grantee shall not engage in any business or personal activities or practices or maintain any relationships which conflict in any way with Grantee fully performing its obligations under this Agreement.

Additionally, Grantee acknowledges that, in governmental contracting, even the appearance of a conflict of interest is harmful to the interests of Grand County. Thus, Grantee agrees to refrain from any practices, activities, or relationships which could reasonably be considered to be in conflict with Grantee fully performing its obligations to Grand County under the terms of this Agreement, without the prior written approval of Grand County. 

In the event that Grantee is uncertain whether the appearance of a conflict of interest may reasonably exist, Grantee shall submit to Grand County a full disclosure statement setting forth the relevant details for Grand County's consideration and direction. Failure to promptly submit a disclosure statement or to follow Grand County's direction in regard to the apparent conflict shall be grounds for termination of this Agreement. 

Neither Grantee nor any of its employees, volunteers, or agents shall, at any time during the term of this Agreement, do work for, nor shall they have any financial interest or other relationship with, any entity or project which would constitute a conflict of interest or influence or otherwise jeopardize the professional judgment of Grantee in connection with the Project.

12) Conformance with Law 

Grantee shall at all times during the term of this Agreement strictly adhere to all applicable federal and state laws and implementing regulations as they currently exist and may hereafter be amended. Grantee shall also require compliance with these statutes and regulations in subcontract agreements, if any, permitted under this Agreement.

Grantee also shall comply with any and all laws and regulations prohibiting discrimination in the specific programs(s) which is/are the subject of this Agreement. In consideration of and for the purpose of obtaining any and all federal and/or state financial assistance, Grantee makes the following assurances and certification, upon which Grand County relies:

  • a. Grantee will not discriminate against any person on the basis of race, color, national origin, age, sex, religion and handicap, including Acquired Immune Deficiency Syndrome (AIDS) or AIDS related conditions, in performance of work under this Agreement.
  • b. At all times during the performance of this Agreement, no qualified individual with a disability shall, by reason of such disability, be excluded from participation in, or denied benefits of the service, programs, or activities performed by Grantee, or be subjected to any discrimination by Grantee.
  • c. Grantee shall take all necessary affirmative steps, as required by 45 CFR 92.36(e), Colorado Executive Orders D0055 87 and D0005 94, and State Procurement Rules, to assure that small and minority businesses and women's business enterprises are used, when possible, as sources of supplies, equipment, construction, and services purchased under this Agreement. 

13) Assignment/Delegations/Subcontracting

Except as herein specifically provided otherwise, the duties and obligations of Grantee arising hereunder cannot be assigned, delegated nor subcontracted except with the express prior written consent of Grand County. 

14) Remedies

The GCCTB, Grand County Manager, or designee may exercise the following remedial actions, in addition to all other remedial actions authorized by law, should s/he find that Grantee substantially failed to satisfy the work, activities, acquisitions, and agreements set forth in this Agreement and the exhibits hereto. Substantial failure to satisfy the work, activities, acquisitions, and agreements set forth in this Agreement and the exhibits hereto shall be defined to mean incorrect or improper activities or inaction by Grantee, any of which is a material breach of this Agreement. Remedial actions available to Grand County include, but are not limited to:

  • a. Deny or Withhold payment to the Grantee until the necessary services or corrections in performance are satisfactorily completed; 
  • b. Deny payment or recover reimbursement for those funds, services, or deliverables which have not been performed and which due to circumstances caused by the Grantee cannot be performed or if performed would be of no value to Grand County and recover funds for failure to comply with the agreements, obligations, and duties set forth herein.
  • c. Incorrect payments to Grantee due to omission, error, fraud, and/or defalcation shall be recovered from Grantee by deduction from subsequent payments under this Agreement between Grand County and Grantee, or by Grand County as a debt due to Grand County or otherwise as provided by law.

15) Termination 

a. Termination for Default: Grand County may terminate this Agreement for cause without compensation for termination costs. If Grand County terminates this Agreement for cause, it will first give ten (10) days prior written notice to Grantee, stating the reasons for cancellation, procedures to correct problems, if any, and the date this Agreement will be terminated in the event problems have not been corrected.

(1) In the event this Agreement is terminated for cause, Grand County will only reimburse Grantee for acceptable work or deliverables received up to the date of termination.

(2) In the event this Agreement is terminated for cause, final payment to Grantee may be withheld at the discretion of Grand County until completion of final audit.

b. Termination for Convenience: Grand County shall have the right to terminate this Agreement by giving Grantee at least thirty (30) days prior written notice. If notice is so given, this Agreement shall terminate on the expiration of the specified time period, and the liability of the parties hereunder for further performance of the terms of this Agreement shall thereupon cease, but the parties shall not be released from the duty to perform their obligations up to the date of termination. 

c. Immediate Termination: This Agreement is subject to immediate termination by Grand County in the event that Grand County determines that the health, safety, or welfare of people or property within Grand County may be in jeopardy. Additionally, Grand County may immediately terminate this Agreement upon verifying that Grantee has engaged in or is about to participate in fraudulent or unethical acts.

16) Severability

To the extent that this Agreement may be executed and performance of the obligations of the parties may be accomplished within the intent of this Agreement, the terms of this Agreement are severable, and should any term or provision hereof be declared invalid or become inoperative for any reason, such invalidity of failure shall not affect the validity of any other term or provision hereof. The waiver of any breach of a term hereof shall not be construed as a waiver of any other term, or the same term upon subsequent breach.

17) Integration of Understandings

This Agreement is intended as the complete integration of all understandings between the parties. No prior or contemporaneous additions, deletion, or other amendment hereto shall have any force or effect whatsoever, unless embodied herein in writing. No subsequent novation, renewal, addition, deletion, or other amendment hereto shall have any force or effect unless embodied in a written contract executed and approved by the Board.

18) Exhibits - Interpretation

  • a. Unless otherwise stated, all exhibits referenced herein are incorporated herein and made a part of this Agreement.
  • b. The terms of this Agreement shall control over any conflicting terms in any of its attached exhibits.

19) Indemnification    

The Parties shall hold harmless each other and their respective officials, officers, and employees from all costs, claims, and expenses arising from claims made by any person in connection with the acts or omissions of, or representations by, the other Party.  This Section shall not apply to claims by third parties against a Party to the extent that the Party is liable to such third party for such claim without regard to the involvement of the other Party.  

20) Notices

Any notice required under this Agreement may be personally delivered or mailed in the United States mails, first class postage prepaid to the party to be served at the following addresses:

Grantee: Address

County:        Grand County Board of Commissioners

                               P.O. Box 264

                  Hot Sulphur Springs, CO 80451


GCCTB Director: Gaylene Ore

            PO Box 131

Granby, CO. 8044

Notices personally served shall be deemed served on the date of delivery.  Notices mailed shall be deemed served the next business day following the date of mailing if mailed in the State of Colorado, otherwise on the date which is two business days following the date of mailing.

21) Entire Agreement   

This Agreement constitutes the entire agreement between the parties and may not be amended except by a written document executed by all parties to this Agreement.

22) Counterparts  

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and which together shall constitute a single instrument.

23) Choice of Laws and Venue   

This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado without reference to choice of law rules.  The parties agree that venue in any action to enforce or interpret this Agreement shall be only in the 14th Judicial District Court in and for the County of Grand, State of Colorado. 

24) Governmental Immunity

Nothing contained herein shall constitute a waiver of either Party's Governmental Immunity.

25) Further Funding

Grantee acknowledges that the Grand County Board of County Commissioners and representatives have made no actual or implied promise of funding except for the amounts specified by this Agreement. If any of the Grant Funds are returned or if the grant is rescinded, Grantee acknowledges that the GCCTB will have no further obligation to Grantee in connection with this grant and/or Agreement as a result of such return or rescission.

However, the foregoing is not intended to prohibit the GCCTB or County from providing Grantee an additional grant at the termination of the Grant Funds award described in this Agreement, upon the submission of a new proposal, if the GCCTB and the County, in their sole discretion, determine that an additional grant is appropriate.  However, any breach, or other violation of this Agreement may result in denial of future funding at the sole discretion of the Advisory Committee or Board.

The Parties agree to be bound by the terms and conditions set forth herein.

GRANTEE: _______________________.

By:  _________________________________

Print Name/Title:   _______________________________

BOARD OF COUNTY COMMISSIONERS, COUNTY OF GRAND, STATE OF COLORADO:

By:   ________________________________

            Randal George, Chairman

        Board of County Commissioners

ATTEST 

____________________________________

Jolene Linke Clerk

Administrator

Accepted by:

Name:   Signature: ________________________

            (Please Print) 

Title:  

Date:   ______________________

EXHIBIT A

Applicant: 

Project Name: 

Brief Description: 

Funding: