LDMNA

COMMUNITY CENTER GRANT AGREEMENT

AND SUBLEASE (ARROYO SECO -VALDEZ -DES MONTE)

This Community Center Grant Agreement and Sublease (Agreement) is made and entered into by and between the Board of County Commissioners of Taos County, New Mexico (County), a New Mexico political subdivision, and the Arroyo Seco-Valdez Neighborhood Association, a New Mexico corporation, and the Lower Des Montes Neighborhood Association, a New Mexico corporation (collectively, Grantees), this 26th day of July, 1999.

WHEREAS, the County has entered into a Grant Agreement with the United States Department of Housing and Urban Development (HUD) dated March 15,1995, a copy of which is attached hereto as Exhibit 1 and incorporated herein by reference; and

WHEREAS, the Grant Agreement with HUD is subject to the provisions of the application submitted by the Taos County Community Centers Association (Association), which is entitled the Taos County Community Centers Concept (Concept), a copy of which is attached hereto as Exhibit 2 and incorporated herein by reference; and

WHEREAS, the County has adopted a Taos County Community Centers Concept Use Policy (Policy), a copy of which is attached hereto as Exhibit 3 and incorporated herein by reference, regarding the use of the Community Centers, which is a general guide for the use of the Community Center; and

WHEREAS, the County has entered into a Lease Agreement (Lease) with the Taos

Municipal School (Taos Schools), a copy of which is attached hereto as Exhibit 4 and incorporated herein by reference, for the lease of certain real estate situated in Taos County, New Mexico; and

WHEREAS, the Board of County Commissioners for Taos County, New Mexico has authorized the making of this grant, which is the subject of this Agreement, to Grantees by a duly adopted Resolution; and

WHEREAS, the County and the Grantees desire to enter into an Agreement for the use and occupancy by the Grantees of a Community Center pursuant to the terms, provisions, conditions and requirements of the Grant Agreement, the Concept, the Policy (subject to the provisions of Paragraph 7 below) and the Lease and pursuant to the terms, provisions, conditions and requirements of this Agreement. ...

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby confessed and acknowledged, and in consideration of the terms, provisions, conditions and requirements set forth below, the County and Grantees agree as follows:

1. Purpose of Agreement. The purpose of this Agreement is to provide for the use, occupancy, management and maintenance of a Community Center by the Grantees. Grantees shall comply with the terms, provisions, conditions and requirements of the Grant Agreement,

the Concept, the Policy (subject to the provisions of Paragraph 7 below) and the Lease, the ) terms, provisions, conditions and requirements of which are incorporated herein by reference.

2.Amount of Grant. The County grants unto the Grantees the sum ofTen Thousand and No/100 Dollars ($10,000.00) from the funds to be received pursuant to the Grant Agreement, plus an additional One Thousand and No/lOO Dollars ($1,000.00) to be used for the payment of utilities and insurance as set forth below.

3. Use of Funds. Grantees shall purchase kitchen equipment, as needed, for use in the Community Center and shall make minor repairs to the Community Center from the funds granted by the County.

4. Thrill. The term of this Agreement shall be from July 26, 1999, through June 30, 2023, unless sooner terminated pursuant to the termination provisions contained in the Lease and the termination provision set forth below.

5.Description of Real Estate. The real estate, which is the subject ofthis Agreement, is the former Arroyo Seco Elementary School in Arroyo Seco, New Mexico, more particularly described as follows:

Tract 91, Map 62, Survey 4 of the 1941 Reassessment Survey of Taos County.

6.Lease of Premises. The County hereby subleases to Grantees the real estate described above, and all improvements situation upon said real estate, to be used as a Community Center, pursuant to the terms, provisions, conditions and requirement of this Agreement.

7.Permitted Uses. The Community Center shall be used only for the benefit of the Community, and shall be available on a nondiscriminatory basis, to (1) the County; (2) the Association; (3) organizations from within the community served by the Community Center; (4) organizations providing services to the community served by the Community Center; (5) individuals and families from within the community served by the Community Center; and (6) businesses from within the community served by the Community Center. The use of the Community Center shall be pursuant to the terms and provisions of the Policy until such time as the Grantees have prepared, adopted and. provided the County with a new written policy for the use of the Community Center. A committee comprised of members of the Neighborhood Associations that are parties to this Agreement, representing the communities of Arroyo Seco, Valdez and Des Montes, shall develop the Community Center user policy. The management of the Community Center shall be by a committee comprised of members of the aforementioned Neighborhood Associations. Each person or entity making use of the Community Center shall sign a written Use Agreement setting forth the relevant terms, provisions, conditions and requirements of said use. The Grantees shall maintain the originals of all such Use Agreements and shall provide copies to the County upon request. All Use Agreements shall be subject to the terms and provisions of the Grant Agreement, the Concept, the Policy (or any subsequent Policy adopted by the Grantees), the Lease and this Agreement.

8.Fees for Use. The Grantees shall establish a schedule of fees for use of theCommunity Center. The fee schedule shall take into consideration the amount of space to be

used, the length of the use, the nature of the use and the ability of the user to pay. The Grantees may waive all fees. No fee shall be charged to the County or to the Association for any use of any portion of the premises for a period of thirty days or less.

9.Prohibited Activity. The premises shall not be used for any illegal activity pursuant to the terms, provisions, conditions and requirements of the Lease and shall not be used for the storage of any flammable or hazardous materials, contraband or illegal substances. The Grantees and any user shall comply with all terms and provisions of the Grant Agreement, and the materials incorporated by reference into the Grant Agreement prohibiting discriminatory practices. No alcoholic beverages may be sold, served or used upon the premises, except as authorized by law.

10. Utilities. The County shall provide the Grantees with the One Thousand and No/100 Dollars ($1,000.00) from the grant funds to be applied toward the cost of the utilities and insurance, including all sums paid to date by the County. Except for the additional grant for utilities and insurance, the Grantees shall be solely responsible for the payment of all utility and related services required for the use and operation of the Community Center.

11.Alterations and Improvements. The Grantees, with the prior written approval of the County, which written approval will not be unreasonably withheld, may make alterations, modifications or improvements to the premises pursuant to the terms, provisions, conditions andrequirements of the Lease. The parties will cooperate in seeking additional funding sources for the payment of the cost of any alterations and improvements to the Community Center.

12.Maintenance. The Grantees shall keep and maintain the premises and all improvements thereon in good repair pursuant to the terms, provisions, conditions and requirements of the Lease. The parties will cooperate in seeking additional funding sources for the payment of the cost of maintenance of the Community Center.

13.Security. Grantees shall be responsible for providing security for the Community Center reasonably necessary to protect the persons and the property of the persons making use of or being on the premises and for the protection of the real and personal property located upon the premises.

14.Insurance.Grantees shall obtain and maintain insurance coverage insuring against any loss caused by the use and occupancy of the Community Center by the Grantees. Grantees shall provide a copy of said insurance policy to the County. The County shall provide the Grantees with the One Thousand and No/100 Dollars ($1,000.00) from the grant funds to be applied toward the cost of utilities and insurance, including all sums paid to date by the County.

15.Indemnification. Grantees shall indemnify and hold harmless the County from any and all claims, suits or causes of action which may arise from the use of the Community Center by the Grantees or any user occupying or using the premises with the permission or

consent of the Grantees. The Grantees shall further indemnify and hold harmless the County from any and all claims for injury or deaths sustained by the agents, employees, representatives, invitees or users of the Community Center.

16.Records to be Maintained. Grantees shall keep and maintain all financial records, invoices, statements or other documents relating to the performance by Grantees of the terms, provisions, conditions and requirements of this Agreement or regarding the use of the premises by Grantees or any other person or entity for a period of three years after the date of payment or after the date of the completion of the performance of the obligation described in the said documents. Because federal grant funds are used, Grantees shall retain all records for the period of time required by federal regulations. All records to be maintained by the Grantees shall be available for inspection, audit and copying by the COlU1ty or its duly authorized agent or representative, including state or federal auditors, upon request.

17.Assignment or Subletting. Grantees shall not assign nor transfer its interest in this Agreement without the prior written consent of the County, which prior written consent will not be unreasonably withheld. Grantees may sublet portions of the Community Center to raise funds for the payment of the costs of improvements, maintenance, utilities and insurance, with the prior written consent of the County, which prior written consent will not be unreasonably withheld.

18.Notice of Breach. In the event either the Grantees or the County fails to perform any obligation pursuant to the terms, provisions, conditions and requirements of this Agreement, the other party shall give written notice of the breach of said Agreement. In the event the breach is not cured within sixty (60) days of the receipt of written notice of the breach, the party responsible for the breach shall be in default pursuant to the trms and provisions hereof.

19.Default. Costs and Attorneys Fees. In the event of any default in the performance of the terms, provisions, conditions and requirements of this Agreement by either party or in the event of any litigation arising out of the terms and provisions of this Agreement, the prevailing party shall be entitled to recover its damages and costs associated with such default or litigation, including reasonable attorneys fees.

20.Termination. Either party may terminate this Agreement, for good cause, by giving written notice of the termination at least ninety (90) days prior to the termination date. If the County gives notice of the termination for good cause, the County shall provide the Grantee with an opportunity to be heard in an open meeting prior to the termination. This Agreement shall also terminate as a result of any notice of termination received from the Taos Schools pursuant to the Lease between the County and the Taos Schools. The County shall promptly forward a copy of any notice of termination received from the Taos Schools to the Grantees.

21.Notice. Any notice called for herein shall be in writing and shall be delivered to the party at the address set forth below or shall be mailed certified mail, return receipt requested to the address of the party set forth below.

22. Status of Grantees. Grantees are not the agent or representative of the County and none of the agents, employees or representatives of Grantees shall be considered the employees or agents of the County for any purpose. The agents, employees or representatives of the Grantees shall not be eligible for any benefits available to employees of the County and shall not be insured under any insurance policy of the County, including, but not limited to, worker's compensation coverage.

23. Authoritv of Agent. The individuals signing on behalf of the Grantees below represents to the County that they are the duly authorized agents or representatives of the Grantees and has the authority to execute this Agreement on behalf of the Grantees.

24.Consent of Taos Schools. By signing below, the Taos Schools consents to the use and occupancy of the premises by the Grantees pursuant to the terms, provisions, conditions and requirements of this Agreement.

25.Merger.All prior promises, representations and agreements by and between the County and the Grantees, whether written or oral, are merged herein and are no longer of any force and effect. All rights, duties, obligations and responsibilities of the County and Grantees shall be determined by reference to this Agreement only, including documents attached hereto. 25.Merger. All prior ppresentations a

26.Modification and Amendment.The terms, conditions, provisions and requirements of this Agreement shall not be subject to modification or amendment unless the modification or amendment is in writing and signed by the duly authorized representative of each

party. The duly authorized representative of the Grantees are the individuals signing this Agreement on behalf of the Grantees or such other duly authorized representative as the Grantees may designate for said purpose. The duly authorized representatives for the County for purposes of modification or amendment of any of the terms, conditions, provisions and requirements of this Agreement is the County Manager, with the approval and consent of the Board of County Commissioners of Taos County.

27 .Addresses for Notice.

Address for County: Address for Grantees:

c/o Juan 0. Duran c/o Joseph M. Torres, President

Taos County Manager Arroyo Seco-Valdez Neighborhood Assoc. 105 Albright Street, Suite A P.O. Box 417

Taos, New Mexico 87571Arroyo Seco, New Mexico 87514

(505) 751-8500(505) 776-2273.

% William Archuleta

Lower Des Montes Neighborhood Assoc. P. 0. Box 2836

Taos, NM 87571

(505) 776-8115.