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HomeMy WebLinkAbout2009-075 Coop Ext - Appalachian Sustainable Agriculture Project• easlsl-- e return t iii s' c"-opy to ~ °-Clerk to the Board's office for PAF~j - ~/ _~,9 Strong Roots GRANT AGREEMENT BETWEEN THE APPALACHIAN SUSTAINABLE AGRICULTURE PROJECT AND ORANGE COUNTY This Grant Agreement ("the Agreement") is entered into this the f~ day of , 2009 ("Effective Date") by and between the Appalachian Sustainable Agriculture Project ("ASAP") a non- profit 501 3c with its principal place of business at 729 Haywood Road #3, Asheville, NC 28806 and Orange County, a state institution with its principal place of business at 200 S. Cameron St., Hillsborough, NC 27278 ("the Grantee") (together "the Parties" and each in the singular "the Party"). In consideration of mutual promises and such other valuable consideration as is set out in this Agreement, the Parties do mutually agree to the following: Section I. Term. This Project shall commence on August 1, 2009 ("Commencement Date") and shall terminate on or before June 30, 2011 ("Termination Date") unless sooner terminated pursuant to this Agreement. Section II. Scone of the Grant. The Strong Roots project will provide training, guidance, education, and implementation funds to plan and execute a local food project and to build the capacity of the Grantee organization. Section III. Changes in the Proiect ASAP must authorize any changes with respect to the Project in writing. The Grantee will work within a Project Budget which has been approved by ASAP. The Grantee shall immediately notify ASAP of any change in conditions or applicable law or any other event which may significantly affect its ability to perform the Project in accordance with the provisions of Section II above, including but not limited to loss of other funding. In the event of any such significant change, ASAP reserves the right to terminate this Agreement. Section IV. Funding. A. ASAP grants to the Grantee an amount not to exceed $50,000 (Fifty Thousand Dollars) for the Project to be disbursed as described in Section V below. The Grantee represents and warrants that all sums as may be awarded under this grant shall be utilized exclusively for the purpose of the Project. A minimum of 70% of the funds will be used for implementation of local food initiatives. Not more than 30% of funds will be used for planning activities, inclusive of travel to workshops and meetings in Asheville and facilitation of planning activities at the local level. A detailed line-item budget will need to be submitted and approved before any expenses are authorized or can be reimbursed. B. This project requires atwenty-five percent match (25%) over two years. In-kind matching of $6,250 (Six Thousand Two Hundred Fifty Dollars) each year will be obtained from staff resources currently employed in Orange County Economic Development and Cooperative Extension. Section V. Method of Payment. A. ASAP shall disburse funds to the Grantee in installments reimbursing the Grantee for amounts spent on or encumbered for the Project. The Grantee shall request payments quarterly by submitting a Payment Request Form to ASAP no later than thirty (30) days after the end of the Grant Agreement between Appalachian Sustainable Agriculture Project and Orange County period which is being reported. All expenditures for which the Grantee requests reimbursement must be documented by invoices or receipts included with the Payment Request Form. B. ASAP shall disburse a check within 15 (fifteen) working days after receipt and approval of the payment request. C. In the event the Grantee breaches any of the material terms or conditions of this Agreement, the Grantee agrees to repay to ASAP the full amount of sums awarded under this Agreement. Section VI. Independent Status of the Parties. The Parties are independent entities and neither this Agreement nor any provision of it shall be deemed to create a partnership or joint venture between ASAP and the Grantee. The Grantee shall not represent itself as an agent of ASAP nor is the Agreement intended to be construed so as to make the Grantee an agent of ASAP. The Grantee shall not have the ability to bind ASAP to any agreement for payment of goods or services, nor shall it represent to any person or entity that it has such ability. All expenses incurred by the Grantee are its sole responsibility and ASAP shall not be liable for the payment of any obligations incurred in the performance of the Project. The Parties agree that this agreement has not been made for the benefit of any third parties and no third party to this agreement has authority to attempt to enforce it in any way. Section VII. Reports. Project reports are reported quarterly (data for the quarter through the end of March, data for the quarter through the end of June, data for the quarter through the end of September, data for the quarter through the end of December). Reports shall be supplied to ASAP no later than ten (10) days after the end of the period which is being reported. The Project report will provide a detailed narrative status report on the project for the current reporting period and include all progress made, problems encountered, resolution to those problems, as well as an update on the next steps for the project. It should also address anticipated problems or concerns. Failure to submit a required report by the scheduled submission date may result in the withholding of any subsequent grant payment until ASAP is in receipt of the delinquent report. The Grantee agrees that within fifteen (15) days after the conclusion of the Project as described in Section II above, a Final Project Narrative Report shall be submitted to ASAP which describes the activities and accomplishments of the Project. The Final Report will include a review of performance and activities over the entire project period and will include aone-page program summary which ASAP can use for future publication. In that summary, the Grantee will describe the Project, how it was implemented, to what degree the established Project objectives were met, the difficulties encountered. In addition, the Final Report shall also include an Final Project Accounting Report which shall list the final use of grant funds by category (i.e., salaries, material, equipment, etc.) showing all expenditures during the entire term of this Agreement. ASAP reserves the right to request information from the Grantee which will assist ASAP with evaluation of the short-and long-range impact of its programs. The Grantee recognizes that such requests may occur after termination of this Agreement and agrees, to the extent possible, to provide such information to ASAP. Grant Agreement between Appalachian Sustainable Agriculture Project and Orange County Section VIII. Proiect Records. The Grantee agrees to maintain full, accurate and verifiable financial records, supporting documents, and all other pertinent data for this Project in such a manner so as to identify and document clearly the expenditure of ASAP funds provided under the Agreement separate from accounts for other awards, monetary contribution or other revenues sources for this Project. The Grantee shall retain all financial records, supporting documents and all other pertinent records related to the Project for a period of five (5) years from the Termination Date. In the event such records are audited, all Project records shall be retained beyond such five-year period until any and all audit findings have been resolved. The Grantee agrees to make available to ASAP or its designated representative all of its records which relate to the Project and agrees to allow ASAP or its representative to audit, examine and copy any and all data, documents, proceedings, records and notes of activities relating in any way to the Project. Access to these records shall be allowed upon request at any time during normal business hours and as often as ASAP or its representative may deem necessary. In the event the Grantee dissolves or otherwise goes out of existence before the Termination Date or before five years from the Termination Date has elapsed, records produced under this contract will be turned over to ASAP. Section IX. Subcontracting. The Grantee shall not subcontract any of the work contemplated under this contract without obtaining prior written approval from ASAP. Any approved subcontract shall be subject to all terms and conditions of this Agreement and the Grantee shall not be relieved of any of the duties and responsibilities of this Agreement by the approved subcontract. The Grantee shall be responsible for the performance of any subcontractor and the subcontractor shall provide sufficient information to the Grantee to allow the Grantee to comply with all terms and conditions of this Agreement. Section XI. Termination & Availability of Funds Either Party shall have the ability to terminate this Agreement on thirty days' written notice. If after notice and reasonable opportunity to cure a defect or problem, the Grantee fails for any reason to fulfill in proper manner its obligations under this Agreement, or violates any of the material terms or conditions of this Agreement, ASAP shall have the right to terminate this Agreement by giving fourteen (14) days written notice to the Grantee of such termination. In such event, ASAP shall have no responsibility to make additional payments under this Agreement after the Termination Date. No further expenditures shall be made under this Agreement upon notice of termination except for such work as shall have already been performed prior to the notice of Termination Date. ASAP's obligation to pay any amounts under this Agreement is contingent upon the availability of funds to it to fund the Project. In the event that funds for this Project become unavailable, ASAP may terminate this Agreement immediately upon facsimile notice to the Grantee. In the event of notice of the unavailability of funds, all obligations of ASAP to make payments under this Agreement shall cease as of the date of the notice of termination for unavailability of funds except for such work as shall have already been performed prior to the date of the notice of termination for unavailability of funds. Section XII. Liabilities and Loss ASAP assumes no liability with respect to accidents, bodily injury, illness, breach of contract or any other damages, claims or losses arising out of any activities undertaken by the Grantee under this Agreement, with respect to persons or property of the Grantee or third parties. Grant Agreement between Appalachian Sustainable Agriculture Project and Orange County The Grantee agrees to obtain insurance to protect itself and others as it may deem desirable, or, if it elects not to obtain such insurance, it represents that it has adequate resources available to it for this purpose. The Grantee agrees to indemnify, defend and save harmless ASAP and its officers, agents and employees against any liability, including costs and expenses and attorneys fees for the Grantee's violation of any proprietary right or right of privacy arising out of the publication, translation, reproduction, delivery, performance, use or disposition of any information published resulting from the work of the Project or based on any libelous or other unlawful matter contained in such information. The Grantee also further agrees to indemnify, defend and save harmless ASAP and its officers, agents and employees from any other person, firm or corporation furnishing or supplying work, services, material or supplies in connect with the Project and the performance of this Agreement and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by the Grantee or any of their agents in the performance of the Project. Section XIII. Entire Agreement This Agreement contains the entire understanding between the Parties. The agreement may be amended only in writing duly executed by authorized persons for ASAP and the Grantee. Section XIV. Grantee Representation and Warranties The Grantee hereby represents and warrants that: The Grantee is duly organized and validly existing under the laws of the State of North Carolina. This Agreement constitutes a binding obligation of Grantee, enforceable against it in accordance with its terms. The execution and delivery of this Agreement have been duly authorized by all necessary action on the part of Grantee and does not violate any applicable organizational documents of the Grantee or any agreement or undertaking to which it is a party of by which it is bound. A. There is no action, suit, proceeding, or investigation at law or in equity or before any court, public board or body pending or to the Grantee's knowledge, threatened against or affecting it, that could or might adversely affect the Project or any of the transactions contemplated by the Agreement or the validity or enforceability of this Agreement or the Grantee's ability to discharge it obligation under this Agreement. B. If any consent or approval is necessary from any governmental authority as a condition to the execution and delivery of this Agreement by the Grantee or the performance of any of its obligations under the Agreement, all such requisite government consent or approvals have been obtained. Section XV. Special Provisions and Conditions Nondiscrimination. The Grantee agrees not to discriminate by reason of age, race, religion, color, sex, national origin or handicap in the performance of this Agreement. Compliance with Laws. The Grantee shall comply with all laws, ordinances, rules and regulations of the state, federal and local governments which many affect the performance of the Agreement. Non-Assignability. The Parties shall not assign any interest in the Agreement; provided, however, that claims for money due to the Grantee from ASAP under this Agreement may be assigned after notice and approval of ASAP. Grant Agreement between Appalachian Sustainable Agriculture Project and Orange County Personnel. The Grantee represents that it has or will secure at its own expense all personnel required to carry out and perform the scope of services required under this Agreement. Such personnel shall be fully qualified and shall be authorized under state and local law to work on the Project. Such employees shall not be employees of ASAP. Restriction on use of the funds. The Grantee will expend funds consistent with the terms and conditions of this Agreement. Failure to do so may result in legal action to recover funds spent inconsistently with the terms and condition of this Agreement without further notice. TaxUayer Identification Number. The Grantee must provide taxpayer identification information to ASAP prior to receiving funds under this Agreement. Section XVI. Notice. A. All notices required by this Agreement shall be in writing and shall be deemed given when personally delivered or when deposited in the United States mails, certified, return receipt requested, first, class, postage prepaid and addressed as follows: If to ASAP: Mr. Charlie Jackson Executive Director Appalachian Sustainable Agriculture Project 729 Haywood Road #3 Asheville, NC 28806 Tel: (828) 236-1282 Fax: (828) 236-1280. If to the Grantee: Commissioner Valerie Foushee, Chair Board of Orange County Commissioners PO Box 81.81 Hillsborough, NC 27278 Tel: (919) 245-2130 Fax: (919) 644-0246 B. Each Party may designate another Notice recipient by written communication to the other Party. Section XVII. Construction This Agreement shall be construed and governed by the laws of the State of North Carolina. The Parties do hereby execute this Agreement in duplicate originals: Appalachian Sustainable Agriculture Project Date: ~ Z o 0 ,, Charlie Jack n Executive Director Orange Coun Date: /l1 Commissioner Valerie Foushee, Chair Board of Orange County Commissioners Grant Agreement between Appalachian Sustainable Agriculture Project and Orange County