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HomeMy WebLinkAbout953219OPERATING AGREEMENT Between LINCOLN COUNTY And ETNA COMMUNITY CENTER GROUP, INC. eaC9572 THIS OPERATING AGREEMENT is entered into between Lincoln County, a duly organized county within the State of Wyoming (hereafter referred to as "County and the Etna Community Center Group, Inc., d/b /a North Lincoln Community Center, a Wyoming non profit corporation (hereafter referred to as "Board The purpose of this agreement is to provide terms and conditions for the maintenance and operation of the real property and structure formerly known as the Metcalf School (hereafter referred to as "facility and to be operated cooperatively as the North Lincoln Community Center (NLCC) in Etna, Wyoming, by County and Board. STATED GOALS: County, with assistance from Board, desires to utilize grant funds to retro -fit and reconstruct a public building, meeting all codes, which shall be available for public and private use, and shall facilitate community events and activities, providing positive socio- economic benefit to the community, and operating as a sustainable enterprise, while requiring minimal future County budgetary obligations. WHEREAS, pursuant to W.S. 18- 2- 101(iv), the County may make contracts relating to the property and concerns of the county; and WHEREAS, the County owns real property in Etna, Lincoln County, Wyoming, following the successful Community Facilities Grant Application through the Wyoming Business Council; WHEREAS, the County desires to have this building put to both public and sustainable private use; and WHEREAS, Board desires to assist County in reaching the stated goals and in utilizing the property as a Community Center. NOW THEREFORE, in consideration of the following terms and conditions, the parties agree as follows: 1. Purpose: This project serves as a promotion of the principles of `Wyoming We Want' in promoting the reuse of an abandoned school building and providing for the creation of a community building and organizational center. County is the grantee under an ARRA -SEP Facility Energy Efficient Grant and shall comply with all terms of that Grant Agreement attached hereto as Exhibit A. NLCC will provide community focus and provide recreational and educational opportunities to area residents. This agreement allows Board and NLCC, a non profit, private organization, to operate within the building upon completion of construction. Amendments to this agreement may allow NLCC and or Board to take on additional responsibilities after construction, as the organization and the community expand. 2. Property: a. County grants to NLCC, upon completion of all construction, a right to use, for public purposes, the property and grounds formerly known as the Metcalf School in Etna, Wyoming and further described in Exhibits B (real property) and C (structure), which are attached hereto and incorporated herein by reference. Further, County grants the Board the right to solicit public or private use of the facilities by Agreement between County and any solicited party subject to any restrictions within the ARRA -SEP Facility Energy Efficient Grant. 3. Terms of Agreement: a. County shall provide, through a Wyoming Business Council, Community Facilities Grant, a construction manager for the term of construction/remodeling of the above referenced property pursuant to said Grant. RECEIVED 5/3/2010 at 1:10 PM RECEIVING 953219 BOOK: 746 PAGE: 572 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY ti i:p 5 g 3 b. Upon completion of the construction/remodel project under the Community Facilities Grant, County, in its sole discretion, may provide for management of the property through a property management company, or other manager, which shall operate any portion of the building that County deems. County and Board may amend this agreement to provide for additional NLCC .involvement in daily operation and ongoing management of the facility. It is the parties intent that Board will take on additional responsibilities as they are able, relieving the burden of operation by County. c. County shall conduct an annual review, prior to County fiscal year budget review, of the operations budget for the facility and, based on those figures, make a budgetary allocation to support the operation of the building. d. County reserves the right to shut down building operations in order to prevent a budget shortfall; County further reserves the right to retain any funds received from the operation of the facility for continued operation of the facility, or in the event of an overage funds may be applied elsewhere, at the sole discretion of County. e. Should Board raise funds independently, through grant application, independent fund- raising activities and /or other effort identified as benefiting the facility, use of said funds shall remain at the sole discretion of Board for improving the facility and its operation. f. The duration of this agreement shall be one (1) year from the date of execution. The agreement may be renewed on a year to year basis or otherwise extended as agreed by the parties. 4. Payment: Income generated by use of the facility shall be applied first to continued operation of the facility. 5. Obligations of the Board: a. The Board hereby acknowledges that their use of the property shall not occur until the property is in reasonably good order and repair following the renovation of the building under the Community Facilities Grant Program. b. The Board shall not sponsor, support, fund or be otherwise involved in any illegal activities. c. The Board shall, upon reasonable notice for County, provide access to any books, documents, papers and records which may be pertinent to the operation of the facility. d. The Board shall have its executive board, including County participants, review monthly expenses and give approval for County payments for operational expenses. e. The Board shall be responsible for interior maintenance and cleaning as outlined and detailed in any amendment to this agreement after the construction/remodel project is completed. f. The Board's use and occupation of the premises, occasioned wholly or in part by any act or omission of the Board, or of the guests, employees, assigns, users or renters of NLCC shall not violate any of the occupancy designations, or terms of the ARRA- SEP Facility Energy Efficient Grant, for any portion of the facility. 6. Obligations of County: a. County shall maintain property insurance on the facility and improvements, by a company licensed and doing business under the insurance laws of the State of Wyoming to the full insurable value. Operating Agreement between NLCC Board and Lincoln County Page 2 of 4 w b. County shall maintain liability insurance which covers all of the building and the exterior grounds and real property of the facility. c. County shall provide for any signage deemed necessary to advise users of the facility that liability is waived and use is at the user's own risk. d. County agrees to manage and be responsible for the remodeling project, the grant requirements and the funds provided by the Community Facilities Grant and Loan Program for the purposes stated in the grant application. John Woodward, Director of Planning and Zoning, shall serve as Grant Administrator. Day to day operations will be supervised by the Construction Manager hired or appointed to serve during the grant period. i. County shall provide for cost of operation associated with the facility during the course of the construction period, including, but not limited to utilities and insurance costs. County shall maintain liability insurance for all claims arising out of the use of described premises, operations, sub contractor's operations, products /completed operations during the term of the agreement. e. County shall consider an annual budgetary allocation for the cost of operations associated with the facility until such cash flow is not needed. f. County shall provide for grounds maintenance, including snow removal from parking lot and sidewalks for the facility until such time as an amendment to this agreement may alter that obligation. 7. Insurance: The Board will obtain and keep in general effect a general liability insurance policy in the amount of five hundred thousand ($500,000) dollars covering the use of the premises for any activity sponsored or otherwise promoted by the Board during the term of this Agreement. The Board will name County as an additional insured on said policy. The Board will provide County with a copy of said policy on a yearly basis. 8. Agreement Conditions: a. The waiver by either party of any clause, condition, or provision of this Agreement shall be limited to the particular condition or provision and shall not operate or be deemed to waive any further breach of breaches of said condition or provision. b. No party shall assign or in any way transfer their rights or obligations, nor shall they substitute another party in their place or otherwise subcontract their rights or obligations without the express written consent of the other party, which consent shall not be unreasonably withheld. c. The County may commandeer the property for its sole use for as long as it deems necessary in the event the County determines, in its sole and absolute discretion, that a public emergency exists, (e.g. forest fire, earthquake, flood, immediate threat to public health and safety, et al) and that County use of the property is in the public interest. d. In performing this Agreement, the parties shall comply with all applicable Federal, State, and local laws, ordinances, rules and regulations. e. The County does not waive its sovereign immunity by entering into this agreement, and retains all immunities and defenses provided by law with regard to any action based on or relating to the performance of this agreement. f. The laws of the State of Wyoming shall be applied in the interpretation, execution, and enforcement of the Agreement. Venue under this Agreement shall be the Third Judicial District, Lincoln County, Wyoming. Operating Agreement between NLCC Board. and Lincoln County Page 3 of 4 9. Default: If the Board shall fail to comply with the term and conditions of this Agreement, or if default shall be made in any of the other covenants or condition on its part agreed to be performed, besides other rights or remedies it may have, if such failure or default shall continue for thirty (30) days after written notice thereof from County to the Board, then County may terminate this Agreement. Approval and Execution IN WITNESS WHERE OF the parties have executed this agreement on this ,,,"ca day of ri` 2010. g. LINCOLN COUNTY, STATE OF WYOMING ttest: il At eanne Wagner, ETNA C Shay Scaffi Att s ecretary This agreement consists of four (4) pages and three (3) attachments which represent the entire and integrated Agreement between the parties and supersede all prior negotiations, representations and agreements, whether written or oral. h. This agreement may be amended only in writing, signed by both parties and specifically designated as an amendment to this Agreement. Any changes, modification, revisions or amendments to this Agreement which are mutually agreed upon by the parties to this Agreement shall be incorporated by written instrument, executed and signed by the parties. i. Notice to both parties under this agreement shall be made to the following address: Jerry Harmon, Chair Lincoln County 925 Sage Ave., Ste. 302 Kemmerer, WY 83101 Harmon, Chair incoln County Board of Commissioners MMUNITY CENTER GROUP, INC. L> oln County Clerk (Attached to and made a part hereof, Center, Inc. on the day of Lincoln Community Center, Inc.) minutes of the meeting of the North Lincoln Community 2010, demonstrating approval of the North Operating Agreement between NLCC Board and Lincoln County Page4of4 Shay Scaffide,Chair Etna Community Center Group, Inc. d/b /a N. Lincoln Community Center P.O. Box 5283 Etna, WY 83118 Exhibit "A" GRANT AGREEMENT BETWEEN THE WYOMING BUSINESS CO BUSINESS AND INDUSTRY DIVISION, STATE ENERGY OFFICE AND LINCOLN COUNTY CiO576 1. Parties. The parties to this Grant Agreement are the Wyoming Business Council, Business and Industry Division, State Energy Office (Council), whose address is 214 West 15 Street, Cheyenne, Wyoming 82002; and Lincoln County (Grantee), whose address is 925 Sage Avenue, Kemmerer, Wyoming. 2. Purpose of Grant Agreement. The purpose of this Grant Agreement is to provide State Energy Office American Recovery and Reinvestment Act (ARRA) (CFDA 81.041) funds to Grantee for Energy Saving measures to be conducted at the North Lincoln Community Center, Highway 89, Etna, Wyoming. Grantee shall complete all energy saving measures by the end of the Grant period. 3. Term of Grant Agreement and Required Approvals. This Grant Agreement shall commence upon the date the last signature is affixed hereto, and shall terminate on June 30 2012, unless otherwise amended or terminated in accordance with the terms and conditions specifically provided herein. All services shall be completed during this term. By law, contracts or agreements for professional or other services must be approved as to form by the Attorney General, Wyo. Stat. 9- 1- 403(b)(v). 4. Payment. Council agrees to pay Grantee for performance of the Grant Agreement as invoices are submitted for work done in connection with the Grant Agreement, and completed in accordance with the requirements of the Grant Agreement and all rules and regulations of the American Recovery and Reinvestment Act of 2009. The total payment under this Grant Agreement shall not exceed two hundred eighty -two thousand three hundred seventy -three dollars and sixty -five cents ($282,373.65) in accordance with the Grant Budget in Attachment A. Grantee shall submit invoices that contain sufficient documentation detailing the services performed in connection with the Grant Agreement in a form satisfactory to the Council once a month. Payment shall be made from the Council's State Energy Office American Recovery and Reinvestment Act (ARRA) budget (0401). Payment shall be made upon receipt of an invoice for work completed submitted to the State Energy Office by the 10 of each calendar month. Each invoice will be for all work completed during the previous month. A detailed report, pictures and actual receipts for each project will be attached as supporting data. No payment shall be made for services performed before the date upon which the last required signature is affixed to this Grant Agreement. The monetary proceeds of this Grant Agreement are specifically for the project(s) /program(s) specified in this Grant Agreement and shall not be used for any lobbying efforts. The Grantee shall ensure that no state funds are used in this manner. ARRA -SEP Facility Energy Efficient Grant Grant Agreement between the Wyoming Business Council, Business and Industry Division, State Energy Office and Lincoln County Page 1 of 12 r 0057 7 5. Responsibilities of Grantee. The services to be provided by Grantee are described in Attachment A, which is attached and made a part of this Grant Agreement. In addition, Grantee is required to submit monthly and annual reports to the Council in accordance with the terms of this Grant Agreement. Recipient shall submit reports to the Council in conformance with standards established by the Council and other federal or state agencies based on a timetable defined by the Council. Reporting will include, but not limited to: Stage of Project, Key Milestones, Project Impact, and hours worked per requirements. Report requirements are subject to further clarification or change by the Council. A. Energy Savings Reports. The Grantee shall submit monthly and annual reports to the Council that document energy savings achieved for the Project funded under the terms of this Grant Agreement. Such reports shall include: number of buildings affected, square footage affected, and energy saving achieved. B. Sub Recipient Reports. The Grantee shall submit monthly Sub Recipient reports as described in Attachment B, which is attached and made a part of this Grant Agreement. 6. Responsibilities of Council. The Council shall not have obligations other than those specifically set forth herein, regarding the Grant Agreement or its performance. A. The Council will, at its discretion, assist in providing Grantee access to information, including without limitation, providing Grantee with information concerning State Energy Office American Recovery and Reinvestment Act (ARRA) program requirements, rules and regulations and other statues and regulations referred to herein, and will cooperate with Grantee whenever possible. B. The Council will file any required State or Federal reports with those agencies. C. Council will reimburse Grantee monthly based upon invoice for work completed by the Grantee received by the State Energy Office by the 10 of each calendar month. Invoices will be for all work completed during the previous calendar month. Council has the right to approve or reject each invoice if sufficient documentation detailing the services performed is not provided as required on Page 1, Section 4 of this Agreement. 7. Special Provisions. A. Administration of Federal Funds. Grantee agrees its use of the funds awarded herein is subject to the Uniform Administrative Requirements of OMB Circulars A -102 and /or 2 C.F.R. Part 215; the cost principles set forth in OMB Circulars A -21, A -87 or A -122 and 48 C.F.R. Part 31; the audit requirements of OMB Circular A -133; and all applicable regulations published in the Code of Federal Regulations or other program guidance as provided to it by Council. ARRA -SEP Facility Energy Efficient Grant Grant Agreement between the Wyoming Business Council, Business and Industry Division, State Energy Office and Lincoln County Page 2 of 12 U5'718 B. American Recovery and Reinvestment' Act of 2009. The source of payment for this Grant Agreement is funds either in whole or part from the American Recovery and Reinvestment Act of 2009, Pub. L. No. 11 -5 the Act). Grantee agrees to comply with requirements of the Act as necessary, including but without limitation, the following; i. Access to Information. Pursuant to Sections 902 and 1515 of the Act, Grantee shall permit the Comptroller General and /or the Inspector General of any federal agency through which the e'Act's funding originated to examine any records of the Grantee or any of its subcontractors, or any State or focal agency administering such Grant Agreement, that directly pertain to, and involve transactions relating to, the Grant Agreement or subcontract; and to interview'any officer or employee of the Grantee or any of its subcontractors, or of any State or local government agency administering the Grant Agreement, regarding such transactions. ii. Buy American. Pursuant to Section 1605 of the Act, no funds shall be used for the purchase of iron, steel and manufactured goods manufactured outside of the United States for construction, maintenance, repair or alteration of any public building or public works under this Grant Agreement, unless an exception to this requirement allows such purchase. iii. Limitation on Use of Funds. Pursuant to Section 1604 of the Act, no funds shall be used for any casino or other gambling establishment, aquarium, zoo, golf course, or swimming pool. iv. Registration and Posting Job Openings Requirement. The Grantee shall register, and post all job openings, which result from its work under this Grant Agreement, with its local Department of Workforce Services Workforce Center. The Grantee shall also require all Sub- Contractors working under this Grant Agreement to register, and post all job openings, which result from work under this Grant Agreement, with their local Department of Workforce Services Workforce Center. v. Wage Rate Requirements. Pursuant to Section 1606 of the Act, all laborers and mechanics employed by contractors and subcontractors on projects funded directly by or assisted in whole or in part by and through the Federal Government pursuant to this Act shall be paid wages at rates not less than those prevailing on projects of a character similar in the locality as determined by the Secretary of Labor in accordance with subchapter IV of chapter 31 of title 40, United States Code. vi. Whistleblower Protection. Pursuant to Section 1553 of the Act, an employee of any non Federal employer receiving covered funds may not be discharged, demoted, or otherwise discriminated against as a reprisal for disclosing, including a disclosure made in the ordinary course of an employee's duties, to the Board, an inspector general, the Comptroller General, a member of Congress, a State or Federal regulatory or law enforcement agency, a person with supervisory authority over the employee (or such ARRA -SEP Facility Energy Efficient Grant Grant Agreement between the Wyoming Business Council, Business and Industry Division, State Energy Office and Lincoln County Page 3 of 12 Cuthii other person working for the employer who has the authority to investigate, discover, or terminate for misconduct), a court or grand jury, the head of a Federal agency, or their representatives, information that the employee reasonably believes is evidence of: (a) gross mismanagement of an agency contract or grant relating to covered. funds; (b) a gross waste of covered funds; (c) a substantial and specific danger to public health or safety related to the implementation or use of covered funds; (d) an abuse of authority related to the implementation or use of covered funds; or (e) a violation of law, rule, or regulation related to an agency contract (including the competition for or negotiation of a contract) or grant, awarded or issued relating to covered funds. C. Assumption of Risk. The Grantee shall assume the risk of any loss of state or federal funding, either administrative or program dollars, due to its failure to comply with state or federal requirements. Council shall notify the Grantee of any state or federal determination of noncompliance. D. Copyright License and Patent Rights. Grantee acknowledges that U.S. Department of Energy, the State of Wyoming, and Council reserve a royalty -free, non exclusive, unlimited, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for federal and state government purposes: (1) the copyright in any work developed under this Grant Agreement; and (2) any rights of copyright to which Grantee purchases ownership using funds awarded under this Grant Agreement. Grantee must consult with Council regarding any patent rights that arise from, or are purchased with, funds awarded under this Grant Agreement. E. Default and Remedies. In the event Grantee or any Sub contractors of the Grantee under this Grant Agreement defaults or is deficient in the performance of any term of this Grant Agreement or any requirements of the State Energy Office American Recovery and Reinvestment Act (ARRA) program rules and regulations, then the Council shall have the right to exercise all remedies provided by law or in equity, including without limitation: i. Immediately terminating this Grant Agreement without further liability or obligation of the Council; ii. Issuing a letter of warning advising Grantee of the deficiency and putting the Grantee on notice that additional action will be taken if the deficiency is not corrected or is repeated; iii. Recommending, or requesting Grantee to submit proposals for corrective actions, including the correction or removal of the causes of the deficiency; ARRA -SEP Facility Energy Efficient Grant Grant Agreement between the Wyoming Business Council, Business and Industry Division, State Energy Office and Lincoln County Page 4 of 12 vi. Advising Grantee to suspend disbursement of funds for the deficient activity; v. Advising Grantee to reimburse any amounts improperly expended and to re- program the use of the funds in accordance with applicable requirements; vi. Changing the method of payment to Grantee; and /or vii. Reducing, withdrawing, or adjusting the amount of the Grant Agreement. F. Drug Free Workplace. Grantee agrees to comply with the Drug -Free Workplace Act of 1988 (41 U.S.C. 701, et seq.). G. Environmental Policy Acts. Grantee agrees all activities under this Grant Agreement will comply with the Clean Air Act, the Clean Water Act, the National Environmental Policy Act, and other related provisions of federal environmental protection laws, rules or regulations. H. Federal Audit Requirements. Grantee agrees that if it expends an aggregate amount of $500,000 or more in federal funds during its fiscal year, it must undergo an organization -wide financial and compliance single audit. Grantee agrees to comply with the audit requirements of the U.S. General Accounting Office Government Auditing Standards and OMB Circular A -133, Audits of States, Local Governments, and Non -Profit Organizations. If findings are made which cover any part of this Grant Agreement, Grantee shall provide one (1) copy of the audit report to Council and require the release of the audit report by its auditor be held until adjusting entries are disclosed and made to Council's records. I. Human Trafficking. As required by 22 U.S.C. 7104(g) and 2 C.F.R. Part 175, this Grant Agreement may be terminated without penalty if a private entity that receives funds under this Grant Agreement: i. Engages in severe forms of trafficking in persons during the period of time that the award is in effect; ii. Procures a commercial sex act during the period of time that the award is in effect; or award. iii. Uses forced labor in the performance of the award or subawards under the J. Kickbacks. Grantee certifies and warrants that no gratuities, kickbacks, or contingency fees were paid in connection with this Grant Agreement, nor were any fees, commissions, gifts, or other considerations made contingent upon the award of this Grant Agreement. If Grantee breaches or violates this warranty, Council may, at its discretion, ARRA -SEP Facility Energy Efficient Grant Grant Agreement between the Wyoming Business Council, Business and Industry Division, State Energy Office and Lincoln County Page 5 of 12 of 581. terminate this Grant Agreement without liability to Council, or deduct from the agreed upon price or consideration, or otherwise recover, the full amount of any commission, percentage, brokerage, or contingency fee. K. Limitations on Lobbying Activities. By signing this Grant Agreement, Grantee certifies and agrees that, in accordance with P.L. 101 -121, payments made from a federal grant shall not be utilized by Grantee or its subcontractors in connection with lobbying Congressmen, or any other federal agency in connection with the award of a federal grant, contract, cooperative agreement, or loan. L. Monitoring Activities. Council shall have the right to monitor all activities related to this Grant Agreement that are performed by Grantee or its subcontractors. This shall include, but not be limited to, the right to make site inspections at any time and with reasonable notice; to bring experts and consultants on site to examine or evaluate completed work or work in progress; to examine the books, ledgers, documents, papers, and records pertinent to this Grant Agreement; and, to observe personnel in every phase of performance of the related work. M. Non Supplanting Certification. Grantee hereby affirms that federal grant funds will be used to supplement existing funds, and will not replace (supplant) funds that have been appropriated for the same purpose. Grantee should be able to document that any reduction in non federal resources occurred for reasons other than the receipt or expected receipt of federal funds under this Grant Agreement. N. Nondiscrimination. The Grantee shall comply with the Civil Rights Act of 1964, the Wyoming Fair Employment Practices Act (Wyo. Stat. 27 -9 -105 et seq.), the Americans With Disabilities Act (ADA), 42 U.S.C. 12101, et seq., and the Age Discrimination Act of 1975 and/or any properly promulgated rules and regulations thereto and shall not discriminate against any individual on the grounds of age, sex, color, race, religion, national origin, or disability in connection with the performance under this Grant Agreement. Federal law requires the /Grantee to include all relevant special provisions of this Grant Agreement in every subcontract awarded over Ten Thousand Dollars ($10,000.00) so that such provisions are binding on each subcontractor. 0. Program Income. Grantee shall not deposit Grant Agreement funds in an interest bearing account without prior approval of Council. Any income attributable to the Grant Agreement funds distributed under this Grant Agreement must be used to increase the scope of the program or returned to Council. P. Publicity. Any publicity given to the program or services provided herein, including, but not limited to, notices, information, pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for Grantee and related to the services and work to be performed under this Grant Agreement, shall identify the U.S. Department of Energy and the Council as the sponsoring agency and shall not be released without prior written approval of Council. ARRA -SEP Facility Energy Efficient Grant Grant Agreement between the Wyoming Business Council, Business and Industry Division, State Energy Office and Lincoln County Page 6 of 12 8. General Provisions. ARRA -SEP Facility Energy Efficient Grant Grant Agreement between the Wyoming Business Council, Business and Industry Division, State Energy Office and Lincoln County Page 7 of 12 C4 Q. Reporting. Within 10 calendar days after the conclusion of each month, during the Term of this Grant Agreement, Grantee shall furnish Council with a progress report and Attachment B. Each progress report shall set forth, in narrative form; the Project work accomplished under the terms of this Grant Agreement during the month and shall include information in conformance with standards established by the State of Wyoming and the U.S. Office of Management and Budget. At the end of the Grant Agreement, Grantee shall furnish Council with a comprehensive report of the Project and accomplishments pursuant to the Grant Agreement. Grantee shall likewise furnish Council with a cumulative financial report, reflecting total expenditures pursuant to schedule shown in Attachment A. R. Suspension and Debarment. By signing this Grant Agreement, Grantee certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction nor from federal financial or non financial assistance, nor are any of the participants involved in the execution of this Grant Agreement suspended, debarred, or voluntarily excluded by any federal department or agency in accordance with Executive Order 12549 (Debarment and Suspension) and CFR 44 Part 17, or are on the disbarred vendors list at www.epls.gov. Further, Grantee agrees to notify Council by certified mail should it or any of its agents become debarred, suspended, or voluntarily excluded during the term of this Grant Agreement. A. Amendments. Any changes, modifications, revisions or amendments to this Grant Agreement which are mutually agreed upon by the parties to this Grant Agreement shall be incorporated by written instrument, executed and signed by all parties to this Grant Agreement. B. Applicable Law/Venue. The construction, interpretation and enforcement of this Grant Agreement shall be governed by the laws of the State of Wyoming. The Courts of the State of Wyoming shall have jurisdiction over this Grant Agreement and the parties, and the venue shall be the First Judicial District, Laramie County, Wyoming. The parties intend and agree that the State of Wyoming and the Council do not waive sovereign immunity by entering into this Grant Agreement, and specifically retain immunity and all defenses available to them as sovereigns pursuant to Wyo. Stat. §1-39-104(a) and all other state law. C. Assignment /Grant Agreement Not Used as Collateral. Neither party shall assign or otherwise transfer any of the rights or delegate any of the duties set forth in this Grant Agreement without the prior written consent of the other party. The Grantee shall not use this Grant Agreement, or any portion thereof, for collateral for any financial obligation, without the prior written permission of the Council. 583 D. D. Audit/Access to Records. The Council and any of its representatives shall have access to any books, documents, papers, and records of the Grantee that are pertinent to this Grant Agreement. E. Availability of Funds. Each payment obligation of the Council is conditioned upon the availability of government funds which are appropriated or allocated for the payment of this obligation. If funds are not allocated and available for the continuance of the services performed by the Grantee, the Grant Agreement may be terminated by the Council at the end of the period for which the hinds are available. The Council shall notify the Grantee at the earliest possible time of the services which will or may be affected by a shortage of funds. No penalty shall accrue to the Council in the event this provision is exercised, and the Council shall not be obligated or liable for any future payments due or for any damages as a result of termination under this section. This provision shall not be construed to permit the Council to terminate this Grant Agreement to acquire similar services from another party. F. Award of Related Grant Agreements. The Council may undertake or award supplemental or successor contracts for work related to this Grant Agreement. The Grantee shall cooperate fully with other contractors and the Council in all such cases. G. Certificate of Good Standing. Grantee shall provide Certificate of Good standing verifying compliance with the unemployment insurance and workers' compensation programs prior to performing work under this Grant Agreement. H. Compliance with Laws. The Grantee shall keep informed of and comply with all applicable federal, state and local laws and regulations in the performance of this Grant Agreement. I. Confidentiality of Information. All documents, data compilations, reports, computer programs, photographs, and any other work provided to or produced by the Grantee in the performance of this Grant Agreement shall be kept confidential by the Grantee unless written permission is granted by the Council for its release. Grantee may release any public record, as defined in the Wyoming Public Records Act, Wyo. State 16 -4 -201 et seq., without the necessity of obtaining written consent from the Council. J. Entirety of Grant. Agreement. This Grant Agreement, consisting of twelve (12) pages, Attachment A, consisting of two (2) pages and Attachment B, consisting of three (3) pages, represents the entire and integrated Grant Agreement between the parties and supersedes all prior negotiations, representations, and agreements, whether written or oral. K. Ethics. Grantee shall keep informed of and comply with the Wyoming Ethics and Disclosure Act (Wyo. Stat. 9 -13 -101, et seq.), and any and all ethical standards governing Grantee's profession. ARRA -SEP Facility Energy Efficient Grant Grant Agreement between the Wyoming Business Council, Business and Industry Division, State Energy Office and Lincoln County Page 8 of 12 i)584 L. Extensions and Renewals. Nothing in this Grant Agreement shall be interpreted or deemed to create an expectation that this Grant Agreement will be extended beyond the term described herein. Any extension of this Grant Agreement shall be initiated by the Council and shall be accomplished through a written amendment between the parties entered into before the expiration of the original Grant Agreement or any valid amendment thereto, and shall be effective only after it is reduced to writing and executed by all parties to the Grant Agreement. Any amendment to extend this Grant Agreement shall include, but not necessarily be limited to: an unambiguous identification of the Grant Agreement being extended; the term of the extension; the amount of any payment to be made during the extension, or a statement that no payment will be made during the extension; a statement that all terms and conditions of the original Grant Agreement shall, unless explicitly delineated in the exception, remain as they were in the original Grant Agreement; and, if the duties of either party will be different during the extension than they were under the original Grant Agreement, a detailed description of those duties. M. Force Majeure. Neither party shall be liable for failure to perform under this Grant Agreement if such failure to perform arises out of causes beyond the control and without the fault or negligence of the nonperforming party. Such causes may include, but are not limited to, acts of God or the public enemy, fires, floods, epidemics, quarantine restrictions, freight embargoes, and unusually severe weather. This provision shall become effective only if the party failing to perform immediately notifies the other party of the extent and nature of the problem, limits delay in performance to that required by the event, and takes all reasonable steps to minimize delays. This provision shall not be effective unless the failure to perform is beyond the control and without the fault or negligence of the nonperforming party. The parties intend and agree that the State of Wyoming and the Council do not waive sovereign immunity by entering into this Grant Agreement and specifically retain immunity and all defenses available to them as sovereigns pursuant to Wyo. Stat. 1- 39- 104(a) and all other applicable law. N. Indemnification. The Grantee shall indemnify, defend and hold harmless the State, the Council, and their officers, agents, employees, successors and assignees from any and all claims, lawsuits, losses and liability arising out of Grantee's failure to perform any of Grantee's duties and obligations hereunder or in connection with the negligent performance of Grantee's duties or obligations, including but not limited to any claims, lawsuits, losses or liability arising out of Grantee's malpractice. 0. Independent Contractor. The Grantee shall function as an independent contractor for the purposes of this Grant Agreement, and shall not be considered an employee of the State of Wyoming for any purpose. The Grantee shall assume sole responsibility for any debts or liabilities that may be incurred by the Grantee in fulfilling the terms of this Grant Agreement, and shall be solely responsible for the payment of all federal, state and local taxes which may accrue because of this Grant Agreement. Nothing in this Grant Agreement shall be interpreted as authorizing the Grantee or its agents and/or employees to act as an agent or representative for or on behalf of the State of Wyoming or the Council, or to incur any obligation of any kind on the behalf of the State of Wyoming or the Council. The Grantee agrees that no ARRA -SEP Facility Energy Efficient Grant Grant Agreement between the Wyoming Business Council, Business and Industry Division, State Energy Office and Lincoln County Page 9 of 12 ARRA -SEP Facility Energy Efficient Grant Grant Agreement between the Wyoming Business Council, Business and Industry Division, State Energy Office and Lincoln County Page 10 of 12 585 health/hospitalization benefits, workers' compensation and/or similar benefits available to State of Wyoming employees will inure to the benefit of the Grantee or the Contractor's agents and /or employees as a result of this Grant Agreement. P. No Finder's Fees. No finder's fee, employment agency fee, or other such fee related to the procurement of this Grant Agreement shall be paid by either party. Q. Notices. All notices arising out of, or from, the provisions of this Grant Agreement shall be in writing and given to the parties at the address provided under this Grant Agreement, either by regular mail or delivery in person. R. Notice and Approval of Proposed Sale or Transfer of the Grant Agreement. The Grantee shall provide the Council with the earliest possible advance notice of any proposed sale or transfer or any proposed merger or consolidation of the assets of the Grant Agreement. Such notice shall be provided in accordance with the notice provision of this Grant Agreement. S. Ownership of Documents/Work Product/Materials. All documents, reports, records, field notes, data, samples, specimens, and materials of any kind resulting from performance of this Grant Agreement are at all times the property of the Council. T. Prior Approval. This Grant Agreement shall not be binding upon either party, no services shall be performed under the terms of this Grant Agreement, and the Wyoming State Auditor shall not draw warrants for payment on this Grant Agreement, until this Grant Agreement has been reduced to writing and approved as to form by the Office of the Attorney General. U. Severability. Should any portion of this Grant Agreement be judicially determined to be illegal or unenforceable, the remainder of this Grant Agreement shall continue in full force and effect, and either party may renegotiate the terms affected by the severance. V. Sovereign Immunity. The State of Wyoming and the Council do not waive sovereign immunity by entering into this Grant Agreement and specifically retain immunity and all defenses available to them as sovereigns pursuant to Wyo. Stat. 1- 39- 104(a) and all other applicable law. Designations of venue, choice of law, enforcement actions, and similar provisions should not be construed as a waiver of sovereign immunity. W. Subawards. Grantee shall include the requirements of this Grant Agreement in any such agreement or contract, and shall ensure that Sub contractors complies with the terms hereof as if he or it were the Sub contractor hereunder. Neither party shall assign or otherwise transfer any of the rights or delegate any of the duties set forth in this Grant Agreement without the prior written consent of the other party. O. 5S6 X. Taxes. The Grantee shall pay all taxes and other such amounts required by federal, state and local law, including but not limited to federal and social security taxes, workers' compensation, unemployment insurance and sales taxes. Y. Termination of Grant Agreement. This Grant Agreement may be terminated, without cause, by either party upon thirty (30) days written notice. The Council may terminate this Grant Agreement immediately for cause if the Grantee fails to perform in accordance with the terms and conditions of this Grant Agreement. Should the Grantee fail to perform in a manner consistent with the terms and conditions set forth in this Grant Agreement, payment under this Grant Agreement may be withheld until such time as the Grantee performs its duties and responsibilities. Z. Third Party Beneficiary Rights. The parties do not intend to create in any other individual or entity the status of third party beneficiary, and this Grant Agreement shall not be construed so as to create such status. The rights, duties and obligations contained in this Grant Agreement shall operate only between the parties to this Grant Agreement, and shall inure solely to the benefit of the parties to this Grant Agreement. The provisions of this Grant Agreement are intended only to assist the parties in determining and performing their obligations under this Grant Agreement. AA. Time is of the Essence. Time is of the essence in all provisions of this Grant Agreement. BB. Titles Not Controlling. Titles of paragraphs are for reference only, and shall not be used to construe the language in this Grant Agreement. CC. Waiver. The waiver of any breach of any term or condition of this Grant Agreement shall not be deemed a waiver of any prior or subsequent breach. Failure to object to a breach shall not constitute a waiver. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK ARRA -SEP Facility Energy Efficient Grant Grant Agreement between the Wyoming Business Council, Business and Industry Division, State Energy Office and Lincoln County Page 11 of 12 ;O 587 9. Signatures. The parties to this Grant Agreement, either personally or through their duly authorized representatives, have executed this Grant Agreement on the dates set out below, and certify that they have read, understood, and agreed to the terms and conditions of this Grant Agreement. page. The effective date of this Grant Agreement is the date of the signature last affixed to this WYOMING BUSINESS COUNCIL Robert K. Jensen, Chief Executive Officer Date Ben E. Avery, Director Business and Industry Date LINCOLN COUNTY Jerry Hannon, 'ommissioner ATTORNEY GENERAL'S OFFICE APPROVAL AS TO FORM #57957 April 13, 2010 Don Gerstein, Senior Assistant Attorney General Date EY COUN,4 1 01 Smith, County Attorney C' b K/270 ARRA -SEP Facility Energy Efficient Grant Grant Agreement between the Wyoming Business Council, Business and Industry Division, State Energy Office and Lincoln County Page 12 of 12 Date Date LOCATION RETROFIT BY LOCATION North Lincoln Community Center (former Metcalf Elementary School) Highway 89, Etna, WY Replace current light fixtures with LED Replace Heating System Energy Star Windows R10 Interior Insulation ATTACHMENT A ARRA -SEP FACILITY ENERGY EFFICIENT GRANT GRANT AGREEMENT BETWEEN THE WYOMING BUSINESS COUNCIL, BUSINESS AND INDUSTRY DIVISION, STATE ENERGY OFFICE AND LINCOLN COUNTY Projected Grant Budget North Lincoln Community Center Retrofit DESCRIPTION North Lincoln :Community Center.- Former. Metcalf Elementary.School,Etna, WY ARRA -SEP Retrofit Grant Amount 282,373.65 MATCH Cash 114,776.35 TOTAL PROJECT ESTIMATE 97,150 0 0 397,150.00 The Grantee may receive the maximum sum of two hundred eighty -two thousand three hundred seventy -three dollars and sixty -five cents ($282,373.65) pursuant to the American Recovery and Reinvestment Act of 2009, Facility Energy Efficiency Retrofit Program. Grantee will use the funds to perform the following retrofits on the facility formerly used as the Metcalf Elementary School: Attachment A ARRA -SEP Facility Energy Efficient Grant Grant Agreement between the Wyoming Business Council, Business and Industry Division, State Energy Office and Lincoln County Page 1 of 2 $:1588 Lincoln County will provide proof of ownership to the facility prior to expenditure of any grant funds. This project is more fully described in the Facility Energy Retrofit Grant Application, received by the Council dated October 5, 2009. Invoice reimbursement will be incrementally funded as costs are incurred and invoices are received and approved by the Council. Grantee will receive reimbursement from the Council at seventy -one percent (71 of each invoice not to exceed the total grant agreement amount of two hundred eighty -two thousand three hundred seventy -three dollars and sixty -five cents ($282,373.65). If actual costs of the project are more than the projected budget, Grantee agrees to pay the difference. Council will have the option to request reporting and performance measure data from the Grantee through the term of this agreement. Grantee is required to notify Tobin Associates who is contracted by the Council to perform retrofit monitoring for up to three (3) observations. The first observation will be completed with the facility owner prior to commencement of work. This portion of the work may be completed by Contractor staff that has knowledge of plans and construction processes. Observations will be conducted by contractor staff which posses professional engineering or architectural certification. A report including pictures will be submitted to the State Energy Office. The second observation will be completed with the facility owner during the retrofit process. This portion of the work may be completed by Contractor staff that has knowledge of plans and construction process. A report including pictures will be submitted to the State Energy Office. If installation timeline is less than one week the second observation is not required. Observations will be conducted by contractor staff which posses professional engineering or architectural certification. The third and final observation will be completed with the facility owner upon completion of the project and before the final invoice is paid to the facility owner. This observation must be completed by an individual qualified to render a qualified opinion that the work is completed according to plans and specifications. Observations will be conducted by contractor staff which posses professional engineering or architectural certification. Contact information for Tobin and Associates is: Tobin Associates Jacob Augenstein (307) 632 -3144 The retrofit project shall serve as a demonstration of the benefits and feasibility of energy efficiency improvements. The Council shall make information available on energy efficiency opportunities to local governments including but not limited to the adoption of local building codes. Grantee and Council shall provide local officials information regarding relevant proposed codes and encourage such officials to visit the project as appropriate. Grantee is required to provide the names and total compensation of its five most highly compensated officers to the Council IF the Grantee received 80% or more from Federal contracts, loans, grant and cooperative agreements AND $25 million or more in annual gross revenue from Federal contracts, loans, grant and cooperative agreements. Attachment A ARRA -SEP Facility Energy Efficient Grant Grant Agreement between the Wyoming Business Council, Business and Industry Division, State Energy Office and Lincoln County Page 2 of 2 ATTACHMENT B ,.`'OC)S9O ARRA -SEP FACILITY ENERGY EFFICIENT GRANT GRANT BETWEEN THE WYOMING BUSINESS COUNCIL, BUSINESS AND INDUSTRY DIVISION, STATE ENERGY OFFICE AND LINCOLN COUNTY MONTHLY REPORT Due to requirements of the American Recovery and Reinvestment Act (ARRA), Sub recipients must report certain information on a monthly basis. This is a report required as part of the Grant Agreement with the Sub recipient. Report requirements are subject to further clarification or change by the Wyoming Business Council (WBC). Sub- recipient must complete a report in its entirety and submit it to the WBC no later than ten (10) calendar days after the end of the month covered by the report. The report should be submitted with the monthly billing invoice for the project. Electronic submissions via email or fax are acceptable. Sub recipient must begin reporting the month of award, and continue reporting for each month thereafter until the project is complete. Failure by the Sub recipient to provide a complete monthly report by the due date will delay payment on invoices submitted to the WBC. Payment on invoices will be withheld until all past due monthly report(s) are received by the WBC. Specific Instructions: BOX 1. Report month. The month and year covered by the report, as mrn /yyyy (e.g. "May 2009" would be coded as "05/2009 BOX 2. State agency. The Wyoming Business Council. BOX 3. Federal award number. The award number assigned by the Federal awarding agency to the project. BOX 4. Federal CFDA number. The Catalog of Federal Domestic Assistance (CFDA) number assigned by the Federal awarding agency to the project. BOX 5. Sub recipient award number. The award number assigned by the WBC to the Sub recipient. BOX 6. Project location. State the primary place where the project occurs. Valid entries include, "Statewide" or the name of the County or City. Attachment B ARRA -SEP Facility Energy Efficiency Grant Agreement between the Wyoming Business Council, Business and Industry Division State Energy Office and Lincoln County Page 1 of 3 BOX 7. Sub recipient information. Enter name, street address, city, state, and 9 -digit zip code. If available, enter the Data Universal Numbering System (DUNS) number. BOX 8. Sub recipient workforce hours. Report the hours worked by the Sub recipient's workforce that are directly attributable to the ARRA- funded project during the reporting month. These hours worked include employees actively engaged in the project who work on a jobsite, in a project office, in a home office or telecommute from a home or other alternative office location. BOX 9. Vendor or contractor data. Report information for vendors or contractors engaged by the Sub recipient that performed work directly in support of the ARRA funded project during the reporting month, specifically: a. Vendor name. The name of each vendor or contractor that was active on the project for the reporting month. b. Award The identifying award number or other identifying number assigned by the Sub recipient. BOX 10. c. DUNS The vendor's DUNS number, if available, OR d. Zip code (9 digits). The vendor's or contractor's 9 -digit zip code. e. Product/service description. The description of the product and /or service provided by the vendor or contractor. f. Workforce hours. The total number of hours worked by the vendor's or contractor's workforce directly in support of the ARRA funded project for the reporting month. Report preparer. The name and title of the person preparing the report and the date the report was prepared. By completing the form, the preparer certifies that they are knowledgeable of the workforce hours worked by the Sub recipient and its vendors or contractors. Sub recipients and their vendors or contractors are responsible to maintain documentation that supports the data reported and make it available to the WBC or the Federal awarding agency upon request. Attachment B ARRA -SEP Facility Energy Efficiency Grant Agreement between the Wyoming Business Council, Business and Industry Division State Energy Office and Lincoln County Page 2 of 3 SUB- RECIPIENT MONTHLY REPORT AMERICAN RECOVERY AND REINVESTMENT ACT 1. Report Month (mm/yyyy) 4. Federal Award Number 7. Sub Recipient Information Name: Address: City: Zip (9 digit): DUNS Number: 2. State Agency WYOMING. BUSINESS 'COUNCIL 5. Sub Recipient Award Number State: Employment and Vendor Data Attachment B ARRA -SEP Facility Energy Efficiency Grant Agreement between the Wyoming Business Council, Business and Industry Division State Energy Office and Lincoln County Page 3 of 3 3. Federal CFDA Number 6. Project Location $.4 592 8. Sub Recipient 9. Names of Vendors or Contractors Used by Sub Recipient Totals Name: Title: Award DUNS Zip Code (9 digits 10. Report Preparer Product /Service Descri .tion Date: Workforce Hours Exhibit "B" QUITCLAIM DEED KNOW ALL MEN BY THESE PRESENTS, that Lincoln County School District No. 2, a Body Corporate, f /n /a Lincoln County School District No. 19, Grantor, of Lincoln County, Wyoming, for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, in hand paid, receipt whereof is hereby acknowledged, CONVEYS AND QUITCLAIMS to LINCOLN COUNTY, WYOMING, a Political Subdivision, Grantee, whose address is 925 Sage Avenue, Kemmerer, Wyoming 83101, the following described real estate, situated in Lincoln County and State of Wyoming, hereby releasing and waiving all rights under and by virtue of the homestead exemption laws of the State, to -wit: That property as more fully described on Exhibit "A "entitled "Description for Lincoln County School District No. 2 Metcalf School Tract a copy of which is attached hereto and by this reference made a part hereof. TOGETHER WITH all improvements, appurtenances, hereditaments and all other things thereunto belonging or in anywise appertaining. SUBJECT, HOWEVER, to all easements, rights -of -way, reservations and restrictions now of record or otherwise affecting said lands. WITNESS our hands this ,3( day of`"' A, 2010. Lincoln County School District No. 2 f /n /a Lincoln County School District No. 19 Rand Thom on Chairman of the rd of Trustees Lincoln County School District No. 2 RECEIVED 4/2/2010 at 2:50 PM RECEIVING 952773 BOOK:745 PAGE:15 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY Donna Ivie, Clerk Clerk of the Board of Trustees Lincoln County School District No. 2 STATE OF WYOMING )ss. COUNTY OF LINCOLN The above and foregoing instrument was acknowledged before me by Randy Thompson, Chairman and Donna Ivie, Cle k of the Board of Trustees, Lincoln County School District No. 2 this 3\ day of 2010. WITNESS my hand and official seal. 000015 4. Ian ,*.mina p N.Y.. YryoMnp Jason. Wy.mip Iva ael Sprinp., NaII, wooabr. U,M DESCRIPTION FOR LINCOLN COUNTY SCHOOL DISTRICT NO. 2 1VIETCALF SCHOOL TRACT To -wit: "Modification in EXHIBIT No., A description terminates liability of the surveyor" 000016 That part of the NW' /.S W' of Section 11, T35N•R119W, Lincoln County, Wyoming, it being the intent to more correctly describe those tracts of record in -the Office of the Clerk of Lincoln County in Book 11 of Photostatic Records on pages 407, 409, 410•and 411 and in Book 181 of Photostatic Records on page 739, as follows: COMMENCING at the northwest comer of said NW .S W thence S00 07' -54 "5, 697.93 foot, to a canon gin spike on the west line of said NW ..SW thence S89 47' -23 "E, 59,62 feet, to the PIPE OF BEGINNING on the east right -of -way line ofU.S. Highway 89; thence S89 47' -23 "E, 557.76 feet, along an existing fence line, to a point at an existing fence comer; thence S00 05' -00 "E, 508.00 feet, along an existing fence line, to a point at an existing fence comer; thence S89 56' -07 "W, 560.08 feet, along an existing fence line, to a suty -hap an the east right -of -way of U.S. Highway 89; thence N00 10' -40 "E, 510.68 feet, along said east right -of -way line, to the PIPE OF BEGINNING; ENCOMPASSING an area of 6.54 acres, more or less; the BASE BEARING for this survey is the west line of the SW; of Section 11, T35N RI 19W, being N00 07' -54 "W; each "comer" found as described in the Corner Record filed or to be filed in the Office of the Clerk of Lincoln County; each "point" marked by a 5/8" x 24" steel reinforcing rod with a 2" aluminum cap inscribed, "SURVEYOR SCHERBEL LTD AFTON WY PLS 5368", with appropriate details; each "spike" market{ by a 3/8" x 12" steel spike referenced by a 5/8" x 24" steel reinforcing rod with 2" aluminum cap inscribed, "SURVEYOR SCHERBEL LTD AFTON WY PLS 5368 with appropriate details; each "pipe" marked by a Y." black iron pipe with a yellow plastic cap inscribed "PE/LS 698 each "surv-kap" marked by a 5/8" steel reinforcing rod with an aluminum cap inscribed, "LOT COW', with appropriate details; all in accordance with the plat prepared to be filed in the Offtce of the Clerk of Lincoln ,°I...owto.„,;,,r.,°„ County titled, "PLAT OP BOUNDARY ADJUSTMENT AND EASEMENTS FOR w. s,naro.l VINCENT A. KRAMER AND CAROL A. KRAMER AND LINCOLN. COUNTY ow ow. o WlrarwW. .7 Wnaa l SCHOOL DISTRICT NO. 2 AND DALE CLARK AND LADEE11 CLARK WITHIN Woo �:olat.p., s THE W V26 SECTIO 1. 5N R119W LINCOLN COLT TY WYOMING", .n"y■ SchW,t LTD. 94 O O L C CO 0_ i C N O cu E d' C O LC_ a. cn E W ca LL. in t W (6 U c W G IrlaTAZINI 1 1"J O N [11 O N Exhibit "C" nj O N IQ 0 CD n n n O T- n r IL I a T Q qq (2 0.0 :•J a lt �.r 595 9 If� Apr 23 10 12 Paula Currie 307- 883 -5940 Minutes of the North Lincoln Community Center BOARD OF DIRECTORS April 14, 2010 6:OOpm Place of Meeting: Etna, WY Regular X Called Directors Attending: Shay Scaffide, Paula Currie, Henk Drenth, Don Baker, Peggy Gwin, Delaine Roberts, Nelda Roberts Absent: The meeting was called to order by: Chairman Shay Scaffide at 6:15pm, being a quorum present and adjourned by: Shay Scaffide at 7:10 pm. 1. Agenda- it was moved by Don Baker and seconded by Peggy Gwin to adopt the agenda. The motion passed unanimously. 2. Minutes It was moved by Paula Currie and seconded by Don Baker to approve the January minutes. The motion passed unanimously. 3. There was no public comment. 4. Title Transfer Completed last week. County officially owns building and property. 5. Project Manager Search Shay updated Board on the search. It was decided to establish a building committee that would review 11 applications and pick the top 6 7 candidates to recommend to the county for interviews. It was moved by Henk Drenth and seconded by Peggy Gwin to appoint Shay Scaffide, Paula Currie and Don Baker to the building committee. The motion passed unanimously. It was later moved by Nelda Roberts and seconded by Paula Currie to add Henk Drenth to the building committee. The motion passed unanimously. The time line is as follows: April 26 the top candidates will be notified that they've been selected for interviews. Criteria and interview questions will be discussed at the next board meeting. Interviews to be conducted on May 11 by the County Commissioners. 6. Operating Agreement Attorney Jack Edwards has reviewed and approved the latest draft of operating agreement. County Commissioners and Shay Scaffide will finalize and sign by next Tuesday. It then will be sent to the Business Council. 7. Eagle Scout Project ball room was completed. 8. Treasurers Report It was moved by Peggy Gwin and seconded by Nelda Roberts to appoint Henk Drenth as Board Treasurer. It was discussed that Treasurer Henk Drenth will start a QuickBooks account for the Board finances. Shay Scaffide will provide him with all necessary details. At future board meetings monthly reports will be generated for Board review, and expenses will be reviewed and voted on by Board for approval. 9. Liability Insurance Walk -thru Shay Scaffide reported that we have been approved for the government liability pool. Shay reported on meeting with Bill Miller. 10. Energy Efficiency Walk thru- Thurs 4/15, 9 am with Tobin and Assoc. 11. Ground Breaking Ceremony tentatively scheduled for August 10 2010. Shay to talk with Commissioners. Delaine Roberts to talk to Governor Freudenthal about attending. 12. It was moved by Paula Currie and seconded by Don Baker to adjourn the meeting. The motion passed unanimously. Apr 23 10 12:48p Paula Currie Amendment 1. Operating Agreement a phone discussion and vote was taken on April 22, 2010. Shay Scaffide reported that the operating agreement had been signed by both parties. It was moved by Henk Drenth and seconded by Don Baker to accept the Operating Agreement as presented by Shay Scaffide. The motion passed unanimously by a majority vote quorum. 2. Minutes it was moved by Paula Currie and seconded by Shay Scaffide to approve the minutes of the April 14 meeting. This motion and call to vote was made on April 23, 2010 via email. The motion passed unanimously by a majority vote quorum. Secretary's Certification These minutes are a true account of proceedings, approved by majority vote quorum of the me ership on April 2 2010. C Secretary Page 2 Minutes of the North Lincoln Community Center BOARD OF DIRECTORS April 14, 2010 6:OOpm 307 883 -5940 p.3