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HomeMy WebLinkAbout2010-010 DEAPR - NC Dept of Ag & Consumer Services - Breeze Farm-Please return this copy~to STATE OF NORTH CAROL~rv1Hk to the Board's.office for PAF County of Wake Departmental Use Only Center: Account: Co Code: CDFA#/Other: North Carolina Department of Agriculture and Consumer Services NC Agricultural Development and F rmland Preservation Trust Fund Contract # ~I y'U~ ~~~I, ~.D ~ ~ ~~ This Contract is hereby entered into by and between the North Carolina Department of Agriculture and Consumer Services (Agency), NC Agricultural Development and Farmland Preservation Trust Fund, and Orange County (Grantee). The Grantee's federal tax identification number is 56-6000327. The Grantee is physically located in Orange County and is further located at 306 Revere Road, Hillsborough, NC. Financial assistance provided to the grantee under this contract is for the Breeze Farm Easement and for agricultural development to foster the growth, development, and sustainability of family farms. The Grantee's fiscal year begins July 1 and ends June 30. The primary performance of this Contract shall take place in Orange County. The county (ies) of benefit include: Orange County. The Grantee's URL is located at www.co.orange.nc.us/ercd/index.asp On an annual basis, the Agency may extend this Contract, in writing by the Agency, for the purposes of a time extension and to incorporate any other changes that may be appropriate due to changes in applicable rules and regulations, policies, and procedures. 1. Contract Documents: This Contract consists of the following documents: a. This Contract b. The General Terms and Conditions (Attachment A) c. The Scope of Work (Attachment B) d. The Budget (Attachment C) e. The Project Timeline (Attachment D) f. The Conservation Easement Content (Attachment E) k. NC Openbook Information (Attachment F) I. Performance Measures (Attachment G) These documents constitute the entire agreement between the Parties and supersede all prior oral or written statements or agreements. 2. Precedence Among Contract Documents: In the event of a conflict between or among the terms of the Contract Documents, the terms in the Contract Document with the highest relative precedence shall prevail. The order of precedence shall be the order of documents as listed in Paragraph 1, above, with the first-listed document having the highest precedence and the last-listed document having the lowest precedence. If there are multiple Contract Amendments, the most recent amendment shall have the highest precedence and the oldest amendment shall have the lowest precedence. 3. Effective Period: This Contract shall be effective on July 1, 2010, and shall terminate on June 30, 2012, with the option to extend, if mutually agreed upon, through a written amendment as provided for in the General Terms and Conditions as described in Attachment A. MS&NCD Form 0009A Grant Cover Sheet CE Eff. 9/2005 Revised 02/09 Revised 5/06, 7/07, 7/10 Page 1 of 5 • 4. Grantee's Duties: The Grantee shall conduct activities as described in Attachment B, Scope of Work, and in accordance with the approved budget in Attachment C and the approved timeline in Attachment D. In addition, the Grantee shall complete the activities as specified below. a. The Grantee shall be responsible for the acquisition of all permits and licenses required in the performance of the aforementioned activities as described in the Scope of Work and for ensuring compliance with all applicable Federal, State, county, and local regulations. b. The Grantee shall provide the Agency with a draft. "Conservation Easement." The Grantee shall include the Conservation Easement Required Content, Attachment E, in this draft "Conservation Easement" and in the final "Conservation Easement." The final "Conservation Easement" must meet with Agency approval to remain eligible for funding. c. The Grantee shall provide the Agency with two certified copies of the fully executed and properly recorded "Conservation Easement." Prior to the receipt of these required documents, the Agency shall pay to the Grantee no more than $25,000. Upon receipt of the two copies of the fully executed and properly recorded "Conservation Easement," the Agency shall pay to the Grantee all remaining funds less 20% of the awarded grant amount (refer to Line "e" of Grantee's Duties). d. The Grantee shall provide the Agency with easement documentation reports, a copy of the title opinion, a copy of .the land survey, and quarterly progress reports, both financial- and programmatic. In-kind and cash match shall be apart of the required frnancial reports, and documentation of the reported match shall be included with the reports. Documents shall be in the form of individual time sheets that have been signed by the individual employee and approved by the appropriate supervisor, travel logs and invoices for in-kind match; copies of checks, bank deposits and fund transfers for cash match. Other types of documents may be acceptable with the approval of the Contract Administrator. e. The Grantee shall also submit a final grant report. Included in the final report, the Grantee shall provide an accounting of final match claimed by the Grantee to fulfill the match requirement mandated under N.C.G.S. 106-744 (c2). The Agency will retain 20% of the grant amount until this final report, including cash match and in- kind documentation, is received and approved by the Agency. f. The Grantee shall complete all reports in a prescribed format, which shall be provided by the Agency. Reports and required documentation must be up-to-date in order for the Grantee to receive payments. g. After recording the "Conservation Easement" in the Register of Deeds Office, the Grantee shall annually notify the landowner and conduct a monitoring visit to the property to ensure that the easement agreement is being upheld. If structures are permitted under the easement, the Grantee shall review plans and monitor construction for compliance with the plans. In the event of a violation, the Grantee shall require voluntary correction, and if necessary, take legal action to enforce the easement. The Grantee shall report its monitoring findings to the Agency on an annual basis, by completing an "Annual Monitoring and Reporting Form," which will be provided to the Grantee by the Agency. Should the "Annual Monitoring and Reporting Form" be made available to the Grantee in electronic format, the Grantee shall complete the forms and submit them electronically on an annual basis, and not later than December 31 of each year of the "Conservation Easement." The Grantee shall notify the Agency within two weeks of the discovery date of any violations and of any non-compliance issues and provide the Agency with corrective action to be taken. h. All publicity and printed materials regarding projects or activities supported in whole or in part by this grant shall contain the following language: "This project received support from the NC ADFP Trust Fund." The NC ADFP Trust Fund logo (digital versions of which aan be downloaded from the NC ADFP Trust Fund website at www.ncadfp.org) shall be displayed in all of the Grantee's publicity and printed materials relating to this grant. i. With easement purchases, the Grantee shall ensure that 153 acres are placed under an agricultural easement with no more than a 5% variance in recorded easement acreage without prior written approval of the Agency. The division of the funds used to purchase the agricultural easement from matching resources and Agency resources must be maintained as noted in Attachment C. 5. Agency's Duties: The Agency shall pay the Grantee in the manner and in the amounts specified in the Contract Documents. The total amount .paid by the Agency to the Grantee under this Contract shall not exceed $150,000. This amount consists of $150,000 in State funds. [ ] a. There are no matching requirements from the Grantee. [X] b. The Grantee's matching requirement is $45,000, which shall consist of: MS&NCD Form 0009A Grant Cover Sheet. Eff. 9/2005 Revised 5/06, 7/07, 7/10 CE Revised 02/09 Page 2 of 5 [ ] In-kind [ ]Cash [ ]Cash and In-kind [ X ] Cash and/or In-kind The total contract amount is $195;000. 6. Conflict of Interest Policy: The Agency has determined that the Grantee is a governmental entity and is; therefore, ,not subject to N.C.G.S. 143C- 6-23(c). 7. 7. Statement of No Overdue Tax Debts: The Agency has determined that the Grantee is a governmental entity and is; therefore, not subject to N.C.G.S. 143C- 6-23(c). 8. Reversion of Unexpended Funds: Any unexpended grant funds shall revert to the Agency upon termination of this Contract. 9. Reporting Requirements: The Agency has determined that the Grantee reports to the Local Government Commission and is; therefore, not subject to the reporting requirements mandated by N.C.G.S. 143C-6-23. 10. Payment Provisions: The Agency shall make no more than three installment payments to the Grantee. In accordance with Paragraph 4, Line c, the Agency shall pay to the Grantee no more than $25,000 upon final execution of this Contract. Thereafter, all "Request for Payment" forms shall be supported by appropriate invoices, or other types of billing documents as may be required by the Agency. In order to receive remaining funds, the Grantee may select one of the options described below: a. The Grantee may request from the Agency all remaining funds less 20% of the awarded grant amount (refer to Paragraph 4, Line e) upon the Grantee's submission of a properly recorded and fully executed Conservation Easement. At a later date, but prior to the expiration date of the contract, the Grantee may request the final payment, which is the remaining 20% of the awarded grant amount, upon the Grantee's submission of a final grant report and a completed "Request for Payment" form. This final payment shall be contingent upon the final report being deemed compliant with the Agency's reporting specifications and the Grantee's approved budget, as well as all supporting documentation being determined to be sufficient evidence of expenditures for which final payment is being requested. Final payment shall not be made until all supporting documents for all expenditures and match requirements, covering the entire contract period, have been deemed satisfactory by the Contract Administrator. b. The Grantee may request from the Agency all remaining funds upon the Grantee's submission of a properly recorded and fully executed Conservation Easement and of a final grant report and a completed "Request for Payment" form. This final payment shall be contingent upon the final report being deemed compliant with the Agency's reporting specifications and the Grantee's approved budget, as well as all support documentation being determined to be sufficient evidence of expenditures for which final payment is being requested. Final payment shall not be made until all supporting documents for all expenditures and match requirements, covering the entire contract period, have been deemed satisfactory by the Contract Administrator. Upon expiration of the contract, the Grantee shall have 60 days from the expiration date to pay out any encumbrances made in accordance with its approved budget. Should the Grantee have unspent funds remaining at the end of the 60-day period, these unspent funds shall be immediately returned to the Agency and in no event later than 5 business days after the end of the 60-day period of time. Under no circumstances shall the Grantee encumber or expend funds provided under this contract after the contract expiration date. If this Contract is terminated prior to the original end date, all unexpended funds shall be.returned by the Grantee to the Agency within 60 days of the contract termination date. The Grantee shall also provide the Agency with a final report, in a format provided by the Agency, ,within 60 days of the contract termination date. If the Contract Administrator, based on the Grantee's final report, determines that final expenditures have been made that are not in MSBNCD Form 0009A Grant Cover Sheet Eff. 9/2005 Revised 5/06, 7/07, 7/10 CE Revised 02/09 Page 3 of 5 accordance with the Grantee's approved budget, the Grantee shall also return that portion of funds to the Agency immediately. The Grantee shall submit all requests for payment for the month of June, relating to this contract period, to the Agency no later than June 10. All payments are contingent upon fund availability. Payment shall be made in accordance with the Contract Documents as described in the Scope of Work, Attachment B. Expenditures incurred prior to the submission and final execution of the Contract by the Agency are deemed to be unallowable expenditures, and therefore, will not be reimbursed. All matching funds, including in-kind and cash, must be spent concurrently with funds provided by this Contract. Both types of matching funds expended shall be accounted for on Request for Reimbursement forms, and support documentation for all matching expenditures shall be included with the forms. All travel reimbursements shall be made in accordance with the current State rates, at the time of the expenditure, and shall be made in accordance with the "State Budget Manual". Indirect costs are not allowable expenditures under this Contract. 11. Contract Administrators: All notices permitted or required to be given by one Party to the other and all questions about the contract from one Party to the other shall be delivered to the other Party's Contract Administrator by United States mail, postage prepaid, and addressed as set out below. Notice will be deemed to be received on the date it is actually delivered to the receiving party.-The name, post office address, street address, telephone number, fax number, and email address of the Parties' respective initial Contract Administrators are set out below. Either Party may change the name, post office address, street address, telephone number, fax number, or email address of its Contract Administrator by giving timely written notice to the other Party. For the Agency: IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS NC Department of Agriculture and Consumer Services NC Department of Agriculture and Consumer Services ADFP Trust Fund ADFP Trust Fund 1001 Mail Service Center 2 West Edenton Street Raleigh, NC 27699-1001 Raleigh, NC 27601 Telephone (919) 715-1206 Fax (919) 715-1204 Email ncadf nca r. ov For the Grantee: IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Rich Shaw, Land Conservation .Manager P.O. Box 8181 306 Revere Road (Agricultural Building) Hillsborough, NC 27278 Hillsborough, NC 27278 Telephone (919) 245-2514 Fax (919) 644-3351 Email rshaw co.oran e.nc.us dstancil co.oran e.nc.us 12. Supplementation of Expenditure of Public Funds: The Grantee assures that funds received pursuant to this Contract shall be used only to supplement, not to supplant, the total amount of federal, state and local public funds that the Grantee will otherwise expend for its conservation MS&NCD Form 0009A Grant Cover Sheet CE Eff. 9/2005 Revised 02/09 Revised 5/06, 7/07, 7/10 Page 4 of 5 easement. Funds received under this Contract shall be used to provide additional public funding for this project; the funds shall not be used to reduce the Grantee's total expenditure of other public funds for its conservation easement. 13. Disbursements: As a condition of this Contract, Grantee acknowledges and agrees to make disbursements in accordance with the following requirements: a. Implement adequate internal controls over disbursements; b. Pre-audit all vouchers presented for payment to determine: • Validity and accuracy of payment • Payment due date • Adequacy of documentation supporting payment • Legality of disbursement c. Assure adequate control of signature stamps/plates; d. Assure adequate control of negotiable instruments; and e. Implement procedures to insure that account balance is solvent and reconcile the account monthly. 14. Outsourcing: The Grantee certifies that it has identified to the Agency all jobs related to the Contract that have been outsourced to other countries, if any. Grantee further agrees that it will not outsource any such jobs during the term of this Contract without providing notice to the Agency. 15. Executive Order 24 "N.C.G.S. § 133-32 and Executive Order 24 prohibit the offer to, or acceptance by, any Department of Agriculture and Consumer Services employee of any gift from anyone with a contract with the Department, or from any person seeking to do business with the Department. By execution of any response in this procurement, you attest, for your entire organization and its employees or agents, that you are not aware that any such gift has been made, offered, or promised by any employee of your organization." MS&NCD Form 0009A Grant Cover Sheet CE Eff. 9/2005 Revised 02/09 Revised 5106, 7/07, 7/10 Page 5 of 5 16. Signature Warranty: The undersigned represent and warrant that they are authorized to bind their principals to the terms of this agreement. In Witness Whereof, the Gr tee and the Agency have executed this Contract in duplicate originals, with one original being retained b each pa Orang ty ~,~ ~ ~~ w Sign re of Authorize Repr ntative Dat 1/i~ CE' Ri E p . F'a ~Sl`!EC Cl~~Q Printed Name Title Insert NOTARY SEAL ~c~yt~t;~ r~L?R~q~on r.` ~'~ G .~ ~ ~r, '.~/] ~ f ` ' ~ ~~ <L A ~ f J ~U ~C 6' ~.7 \\ ~;~'Vlz;y)FD 1y'1 ~ !'~ ., ~J `~ G - NOTARY _ = PUBLIC Q~~~ ~v Notary Signature O Notary Commission Expiration Date North Carolina Department Signature of Authorized Representative i er Services ^. g • 7~ Zo Date N. David Smith Chief Deputy Commissioner Printed Name Title MS&NCD Form 0009A Grant Cover Sheet CE Eff. 9/2005 Revised 02/09 Revised 5/06, 7/07, 7/10 ~ Page 6 of 5 _ _ PUBLIC SECTOR CONTRACTS Attachment A General Terms and Conditions Relationships of the Parties Independent Contractor: The Grantee is and shall be deemed to be an independent Contractor in the performance of this Contract and as such shall be wholly responsible for the work to be performed and for the supervision of its employees. The Grantee represents that it has, or shall secure at its own expense, all personnel required in performing the services under this agreement. Such employees shall not be employees of, or have any individual contractual relationship with, the Agency. Subcontracting: The Grantee shall not subcontract any of the work contemplated under this Contract without prior written approval from the Agency. Any approved subcontract shall be subject to all conditions of this Contract. Only the subcontractors or subgrantees specified in the Contract documents are to be considered approved upon award of the Contract. The Agency shall not be obligated to pay for any work performed by any unapproved subcontractor or subgrantee. The Grantee shall be responsible for the performance of all of its subgrantees and shall not be relieved of any of the duties and responsibilities of this Contract. subgrantees: The Grantee has the responsibility to ensure that all subgrantees, if any, provide all information necessary to permit the Grantee to comply with the standards set forth in this Contract. Assignment: No assignment of the Grantee's obligations or the Grantee's right to receive payment hereunder shall be permitted. However, upon written request approved by the issuing purchasing authority, the State may: (a) Forward the Grantee's payment check(s) directly to any person or entity designated by the Grantee, or (b) Include any person or entity designated by Grantee as a joint payee on the Grantee's payment check(s). In no event shall such approval and action obligate the State to anyone other than the Grantee and the Grantee shall remain responsible for fulfillment of all Contract obligations. Beneficiaries: Except as herein specifically provided otherwise, this Contract shall inure to the benefit of and be binding upon the parties hereto and their respective successors. It is expressly understood and agreed that the enforcement of the terms and conditions of this Contract, and all rights of action relating to such enforcement, shall be strictly reserved to the Agency and the named Grantee. Nothing contained in this document shall give or allow any claim or right of action whatsoever by any other third person. It is the express intention of the Agency and Grantee that any such person or entity, other than the Agency or the Grantee, receiving services or benefits under this Contract shall be deemed an incidental beneficiary only. Indemnity Indemnification: The Grantee agrees to indemnify and hold harmless the Agency, the State of North Carolina, and any of their officers, agents and employees, from any claims of third parties arising out of any act or omission of the Grantee in connection with the performance of this Contract to the extent permitted by law. Default and Termination Termination by Mutual Consent: The Parties may terminate this Contract by mutual consent with 60 days notice to the other. party, or as otherwise provided by I aw. Termination for Causer If, through any cause, the Grantee shall fail to fulfill its obligations under this Contract in a timely and proper manner, the Agency shall have the right to terminate this Contract by giving written notice to the Grantee and specifying the effective date thereof. In that event, all finished or unfinished deliverable items prepared by the Grantee under this Contract shall, at the option of the Agency, become its property and the Grantee shall be entitled to receive just and equitable compensation for any satisfactory work completed on such materials, minus. any payment or compensation previously made. Notwithstanding the foregoing provision, the Grantee shall not be relieved of liability to the Agency for damages sustained by the Agency by virtue of the Grantee's breach of this agreement, and the Agency may withhold any payment due the Grantee for the purpose of setoff until such time as the exact amount of damages due the Agency from NGO Form 000962 Grants General Terms and Conditions-Public Sector Entities Eff. 9/2005; Rev 7/07, 12/09, 4/10 NCDA&CS Page 7 of 4 such breach can be determined. The filing of a petition for bankruptcy by the Grantee shall be an act of default under this Contract. Waiver of Default: Waiver by the Agency of any default or breach in compliance with the terms of this Contract by the Grantee shall not be deemed a waiver of any subsequent default or breach and shall not be construed to be modification of the terms of this Contract unless stated to be such in writing, signed by an authorized representative of the Agency and the Grantee and attached to the Contract. Availability of Funds: The parties to this Contract agree and understand that the payment of the sums specified in this Contract is dependent and contingent upon and subject to the appropriation, allocation, and availability of funds for this purpose to the Agency. Force Majeure: Neither party shall be deemed to be in default of its obligations hereunder if and so long as it is prevented from performing such obligations by any act of war, hostile foreign action, nuclear explosion, riot, strikes, civil insurrection, earthquake, hurricane, tornado, or other catastrophic natural event or act of God. Survival of Promises: All promises, requirements, terms, conditions, provisions, representations, guarantees, and warranties contained herein shall survive the Contract expiration or termination date unless specifically provided otherwise herein, or unless superseded by applicable federal or State statutes of limitation. Intellectual Property Rights Copyrights and Ownership of Deliverables: All deliverable items produced pursuant to this Contract are the exclusive property of the Agency. The Grantee shall not assert a claim of copyright or other property interest in such deliverables. Compliance with Applicable Laws Compliance with Laws: The Grantee shall comply with all laws, ordinances, codes, rules, regulations., and licensing requirements that are applicable to the conduct of its business, including those of federal, state, and local agencies having jurisdiction and/or authority. Equal Employment Opportunity: The Grantee shall comply with all federal and State laws relating to equal employment opportunity. Executive Order 24: "In accordance with Executive Order 24, issued by Governor Perdue, and N.C.G.S.§ 133-32, a vendor or contractor (i.e. architect, bidder, contractor, construction manager, design professional, engineer, landlord, offeror, seller, ,subcontractor, supplier, vendor, or grantee), is prohibited from making gifts or giving favors to any employee of the Department of Agriculture and Consumer Services. This prohibition covers those vendors, contractors, and/or grantees who: (1) have a contract with a governmental agency; or (2) have performed under such a contract within the past year; or (3) anticipate bidding on such a contract in the future. For additional information regarding the specific requirements and exemptions, vendors, contractors, and/or grantees are encouraged to review Executive Order 24 and N.C.G.S. § 133-32." Confidentiality Confidentiality: Any information, data, instruments, documents, studies or reports given to or prepared or assembled by the Grantee under this agreement shall be kept as confidential and not divulged or made available to any individual or organization without the prior written approval of the Agency. The Grantee acknowledges that in receiving, storing, processing or otherwise dealing with any confidential information it will safeguard and not further disclose the information except as otherwise provided in this Contract. Oversight Access to Persons and Records: The State Auditor shall have access to persons and records as a result of all Contracts or grants entered into by State agencies or political subdivisions in accordance with N.C.G.S 147- 64.7. Additionally, as the State funding authority, -the Agency shall have access to persons and records as a result of all Contracts or grants entered into by State agencies or political subdivisions. Record Retention: Records shall not be destroyed, purged or disposed of without the express written consent of the Agency. State basic. records retention policy requires all grant records to be retained for a minimum of five years or until all audit exceptions have been resolved, whichever is longer. If the Contract is subject to Federal policy and regulations, record retention may be longer than five years since records must be retained for a period of three years following submission of the final Federal Financial Status Report, if applicable, or three years following the submission of a revised final Federal financial Status Report. Also, if any litigation, claim, negotiation, audit, disallowance action, or other action involving this Contract has been started before expiration of the five-year retention period described above, the records must be retained until completion of the action and resolution of all issues which arise from it, or until the end of the regular five- year period described above, whichever is later. NGO Form 000981 Grants General Terms and Conditions-Public Sector Entities Eff. 9/2005 Revised 7/2007; 7/2008; 4/2010 Page 8 of 5 Miscellaneous Choice of Law: The validity of this Contract and any of its terms or provisions, as well as the rights and duties of the parties to this Contract, are governed by the laws of North Carolina. The Grantee, by signing this Contract, agrees and submits, solely for matters concerning this Contract, to the exclusive jurisdiction of the courts of North Carolina and agrees, solely for such purpose, that the exclusive venue for any legal proceedings shall be Wake County, North Carolina. The place of this Contract and all transactions and agreements relating to it, and their situs and furm, shall be Wake County, North Carolina, where all matters whether sounding in Contract or tort, relating to the validity, construction, interpretation, and enforcement shall be determined. Headings: The Section and Paragraph headings in these General Terms and Conditions are not material parts of the agreement and should not be used to construe the meaning thereof. Time of the Essence: Time is of the essence in the performance of this Contract. Care of Property: The Grantee agrees that it shall be responsible for the proper custody and care of any property furnished to it for use in connection with the performance of this Contract and will reimburse the Agency for loss of, or damage to, such property. At the termination of this Contract, the Grantee shall contact the Agency for instructions as to the disposition of such property and shall comply with these instructions. Amendment: This Contract may not be amended orally or by performance. Any amendment must be made in written form and executed by duly authorized representatives of the Agency and the Grantee. $everability: In the event that a court of competent jurisdiction holds that a provision or requirement of this Contract violates any applicable law, each such provision or requirement shall continue to be enforced to the extent it is not in violation of law or is not otherwise unenforceable and all other provisions and requirements of this Contract shall remain in full force and effect. Travel Expenses: Reimbursement to the Grantee for travel mileage, meals, lodging and other travel expenses incurred in the performance of this Contract shall be reasonable and supported by documentation. State rates shall be used. International travel shall not be reimbursed under this Contract. Sales/Use Tax Refunds: If eligible, the Grantee and all subgrantees shall: (a) ask the North Carolina Department of Revenue for a refund of all sales and use taxes paid by them in the performance of this Contract, pursuant to G.S. 105-164.14; and (b) exclude all refundable sales and use taxes from all reportable expenditures before the expenses are entered in their reimbursement reports. Advertising: The Grantee shall not use the award of this Contract as a part of any news release or commercial advertising. NGO Form 000981 Grants General Terms and Conditions-Public Sector Entities Eff. 9/2005 Revised 7/2007; 7/2008; 4/2010 Page 9 of 5 Attachment B THE SCOPE OF WORK Revised July 7, 2009 Scope of Work A licant Name: Oran a Coun A licant Tax Identification Number: 56-6000327 DUNS Number: 091575191 Pro"ect Title: Breeze Farm Easement Phase 2 A. What is the purpose of the project? (250 words or less) Orange County is working with retired Air Force colonel William Breeze Sr. to protect his family farm (295 acres) with perpetual conservation easements in two phases. Phase I was completed in April 2008 when the County acquired an easement on 141 acres with matching funds from the USDA Farm and Ranch Land Protection Program (FRPP) and a partial easement donation by the landowner. Phase 2 of the project would be a perpetual conservation easement on the 153-acre eastern half of the farm (Figure 5). Orange County requests $150,000 from the ADFP Trust Fund to purchase the easement. The County would provide $160,000 in matching funds and will seek $172,000 in federal matching funds from the FRPP in early 2010. Finally, Colonel Breeze intends to donate up to 20 percent of the easement value ($118,000) as determined by a certified appraisal. The deed of conservation easement for Phase 2 would have similar terms as the Phase I easement agreement (subject to ADFP Trust Fund approval). It would allow one future residence and new farm atructur~s located in a designated "farmstead envelope" identified in Figure 5. Forest management would also be allowed to help derive future income for the property. B. What community need(s) will the project serve?. (500 words or less) The conservation easement would help guarantee that this prime farmland will remain available for agricultural use in the future, which is especially important in the Triangle Region where farmland is being converted to other uses, yet there is an ever growing demand for local food products. Protected farmland provides the community with more certainty, which stimulates investment in local farm infrastructure. This project would contribute to larger public-private partnership resulting in 564 contiguous acres of protected prime farmland in an area with good access to markets and with opportunities to further agricultural research and education. The planned 153-acre easement is adjacent to 141 acres of the Breeze farm that was protected with an Orange County conservation easement in April 2008. The project is also 0.6 miles from the State-owned W.C. Breeze Family Farm Agricultural Extension & Research Center-a 269-acre farm managed by NC State's Colege of Agriculture and Life Sciences (Figure 2). Colonel Breeze and his late wife Elizabeth donated the majority of that property to the University in 2003. The NC State facility includes a small farm."incubator" managed by Orange County Cooperative Extension and a farm enterprise training program (P.L.A.N.T.) now entering its third year of operation. The conservation easement will also help to protect an historic farmstead complex located on the Breeze Farm. The farm is recognized by the NC Department of Cultural Resources as the proposed Ray-Kenion National Historic District (National Historic Register Study List). Finally, the protection of this farmland will contribute to the rural character along this highly scenic section of Schley Road in northern Orange County (Little River Township). Page 11 of 23 Easement Application C. Are other organizations, programs, projects, etc. serving this community need or these community needs? If yes, how is this project differentlwhy is this project necessary? Orange County intends to acquire the conservation easement through its Lands Legacy program, which seeks to protect prime farmland and other highly important natural resource lands. Since Lands Legacy was established in 2000 the County has acquired 13 agricultural conservation easements that protect 1,277 acres of farmland. In all cases matching funds were contributed by outside sources, including the federal FRPP program and the original NC Farmland Preservation Trust Fund (2001). County funds for Lands Legacy and the purchase of conservation easements, however have been depleted and will be severely limited in the future. Nevertheless, Orange County has selected this project as a high priority to complete Phase 2 of the Breeze farm easement project in which the County already invested funds in 2008 for Phase 1. Completing this project is particularly important because of the high regard that Orange County citizens have for Colonel William Breeze. His land conservation and stewardship efforts have been recognized widely in the agricultural community, and his placing a conservation easement on this farm will certainly influence others in the community to consider doing the same thing. The Triangle Land Conservancy (TLC) and the Eno River Association also acquire conservation easements in Orange County, but neither organization has purchased agricultural easements here thus far. TLC was granted easement donations by the Nutters of Maple View Farm and by the Earnhardts and Kuenzler families, but each of those farms is located in southern Orange County (Cape Fear basin) which is a priority watershed for TLC. D. Are there sustainability plans for the project? If yes, please describe. If not, please explain why. (250 words or less) When the larger farm passes to Colone! Breeze's children (Wm Breeze Jr. and Ann Breeze Sebesan) both are expected to continue leasing the farm to area farmers. If they should ever sell the farmland (encumbered by the easement) it would very likely be sold to a farmer interested in continuing agricultural activities on prime farmland. Moreover the timberland on the property has been managed since 1956 with assistance and guidance from the district forester and consulting foresters (Bernard & Dryman Forestry), and since 1994 through the Forest Stewardship Program. The proximity to the adjacent NC State agricultural extention and research facility (see enclosed brochure) makes it an especially attractive location. Moreover, the farm is located in an agricultural community with good access to farm markets. It is five miles from downtown Hillsborough (county seat), which has two farmers markets and Weaver Street Market featuring locally-grown food. Orange County is also working jointly with Alamance, Durham and Chatham counties to establish the Piedmont Food and Agricultural Processing Center (awarded an ADFP Trust Fund grant in 2008) in Hillsborough, which would be a tremendous asset to area farmers. Page 12 of 23 Easement Application Attachment C THE BUDGET Revised July 7, 2009 Project Budget List the funds requested from ADFP in the table on the left. In the section labeled "Total Project Value" on the right list the total ADFP funds requested, the total cash match anticipated, the total in-kind match anticipated, then add those figures together for a total value of the project. In the Budget Narrative section provide an explanation of how the ADFP funds will be expended. A licant Name: Oran a Coun Applicant Tax Identification Number: 56-6000327 DUNS Number 091575191 Pro'ect Title: Breeze Farm Easement Phase 2 A licant's Fiscal Year Jul 1 to June 30 Ex enditure Cate ories ADFP Funds Re uested 204 Travel a licable state rates 207 Personnel & Administrative 211 Stewardshi Endowment 212 Surve _ 213 ~praisal 21.1 Baseline Documentation Report 215 Environmental Assessment/Audit 216 Le al Fees 217 Closin Costs 220 Easement Purchase $ 150,000 Total Bud et $ 150,000 Total Project Value ADFP Funds Re uested $ 150,000 Cash Match $ 332,000 In-Kind Match $ 118,000 "c+oration; Total Project Value $.600 000 Page 15 of 23 Easement Application Bud et Narrative A licant's Si natu Date ~ Qe~.. ZQ c ~ -ADFP Si nature: ~ Date ~ /c Page 16 of 23 Easement Application 204 ADFP t ld b t hi t b O C i t hi 207 e a par range . oun y, ners p projec y on easemen wou s conservat The purchase of t Trust Fund, the federal Farm and Ranch Land Protection Program (FRPP) and the landowner. Orange 211 County intends to apply for matching funds from the FRPP in early 2010 (next grant cycle) and the i d b 2008 f h l d 12 eterm ne y a t e easement va ue landowner (Colonel Breeze) intends to donate up to 20% o certified appraisal that would be updated in 2010. Orange County is prepared to contribute $150,000 for the easement purchase price and another $10,000 for survey, appraisal update, Phase I environmental site assessment, legal fees, and closing costs. Signed statements from the County and the landowner for the matching funds are enclosed. 213 214 215 216 217 220 Attachment D THE PROJECT TIMELINE Revised July 7, 2009 Project Timeline Projects may not begin before July 1, 2010. A licant Name: Oran a Count A licant Tax Identification Number: 56-6000327 DUNS Number 091575191 Pro'ect Title: Breeze Farm Easement Phase 2 A licant's Fiscal Year Jul 1 to June 30 Grant Year One Matching ADFP Funding Funds to be Total Funding Quarter Year One Tasks/Goals to be Used Used to be Used Review draft deed of easement with Landownerand County Attorney; Draft easement to ADFP & FRPP for review/approval; Boundary survey and Environment JSaly 1-Se t 30, 2010 site assessment $ 6,000 $ 6,000 t Update appraisal; i Final easement to County board for approval; Baseline report; Oct 1-Dec 31, 2010 Closin $ 150,000 $ 444,000 $ 594,000 Jan 1-March 31, 2011 A ril 1-June 30, 2011 Page 13 of 23 Easement Application Grant Year Two Quarter Year Two Tasks/Goals ADFP Funding to be Used Matching Funds to be Used Total Funding to be Used Jul 1-Se t. 30, 2011 Oct 1-Dec 31, 2011 Easement Monitorin Year 1 N/A Jan 1-March 31, 2012 A ril 1-June 30, 2012 Total $ 150,000 $ 450,000 $ 600,000 Page 14 of 23 Easement Application Attachment E THE CONSERVATION EASEMENT CONTENT The following TERMS AND CONDITIONS are required to be included in this Conservation Easement unless modified by the North Carolina Department of Agriculture and Consumer Services. A. Definitions Grantor-the landowning entity that provides the body of the easement. Grantee-the recipient of the easement. Conservation Purposes-agricultural, horticultural, and forestland activities. Property-agricultural farmland. B. Grant of Conservation Easement Grantor(s) hereby voluntarily grant and convey to the Grantee, and the Grantee hereby voluntarily accepts, a perpetual (or a term of years) Conservation Easement, which must be defined by a metes and bounds description. Grantor(s) promise that they will not perform, nor knowingly allow others to perform, any act on or affecting the Property that is inconsistent with the covenants herein. Grantor(s) authorize the Grantee to enforce these covenants in the manner described herein. C. Grantor's Development Rights Grantor(s) hereby voluntarily grant and convey to the Grantee all development rights for the Property, except as otherwise reserved and provided by the terms of this Conservation Easement, that are now or hereafter inherent in the Property. D. Grantor's Reserved Uses and Restrictions Subject to the terms and restrictions hereto, the Grantor(s) reserve to and for themselves and their successors all customary rights and privileges of ownership, unless otherwise specifically prohibited herein. E. Grantor's Right to Use the Property for Customary Rural Enterprises Grantor(s) retain the right to use the portion of the Property as shown on Exhibit B, and more particularly described in the Baseline Documentation Report, for otherwise lawful and customary rural enterprises, such as, but not limited to, a winery, bed and breakfast, saw mills., farm machinery. repair enterprises. Conducting customary rural commercial enterprises on any other part of the Property is not permitted without the advance written permission of the Grantee in each instance. The Grantee shall not give such permission unless the Grantee determines that the proposed use will not substantially diminish or impair the conservation values of the Property. F. Prohibited Activities Any activities, practices, or uses of the Property, that would in anyway alter, impede, or interfere with the conservation values and agricultural goals sought to be protected by this Conservation Easement are strictly prohibited. Revised July 7, 2009 Attachment E G. Natural Resource Restoration and Enhancement Activities Notwithstanding any terms contained within this contract others to engage in any activity designed resources found or once present on the Property, impair the conservation values of the Property. Conservation Easement, Grantor(s) may engage or to repair, restore, or otherwise enhance the natural so long as such uses do not significantly diminish or H. Grantor's Road Construction Construction and maintenance of unpaved farm roads that may be reasonably necessary and incidental to carrying out the improvements and uses permitted on the Property by this Conservation Easement are permitted. Mining There shall be no filling; excavation; dredging; mining; removal of topsoil, sand, gravel, rock, peat, minerals or other .materials; and no change in the topography of the land in any manner except as necessary for the purpose of combating erosion or flooding and as reasonably necessary for any permitted maintenance, construction or reconstruction on the Property. J. Trash and Hazardous Waste No trash, refuse, vehicle bodies or parts, rubbish, debris, junk, waste, radioactive or hazardous waste shall be placed, stored, dumped, buried or permitted to remain on the Property. Except that, the storage of agricultural products, byproducts (including the composting of biodegradable material for on-farm use) and agricultural equipment on the Properly is allowable, so long as such storage is done in accordance with all applicable government laws and regulations and in such a manner so as to not impair the conservation values of the Property. K. Farm and Forestlands Agricultural operations including, but not limited to, timber harvesting, grazing, horticulture and animal husbandry are permitted on the Property. L. Transfer of Property Grantor(s) agree to incorporate by reference the terms of this Conservation Easement in any deed or other legal instrument by which they transfer or divest themselves of any interests, including leasehold interests, in all or a portion of the Property. Failure of Grantor(s) to comply with this section shall not impair the validity of this Conservation Easement as to successor owners or limit its enforceability in any way, nor shall any Grantor's failure to comply with this section constitute a .default under this Conservation Easement. M. Transfer of Conservation Easement Subject to the contingent rights of the State of North Carolina with timely written notice and approval of the North Carolina Department of Agriculture and Consumer Services, the Grantee shall have the right to trans#er thin Conservation Easement to any public agency or private nonprofit organization that, at the time of transfer, is a qualified organization under 26 U.S.C. §170(h) of the Internal Revenue Code, as amended and under NCGS 121-34 et seq., provided the agency or organization expressly agrees to assume the responsibility imposed on the Grantee by this Conservation Easement. As a condition of such transfer, Revised July 7, 2009 Attachment E Grantee shall require that the conservation purposes intended to be advanced hereunder shall be continued to be carried out. If the Grantee ever ceases to exist or no longer qualifies under 26 U.S.C. §170(h) of the Internal Revenue Code, or applicable state law, a court with jurisdiction shall transfer this Conservation Easement to another qualified organization having similar purposes that agrees to assume the responsibility imposed by this Conservation Easement. N. Grantor's Title Warranty The Grantor(s) warrant that they hold fee simple title to the Property and must disclose any encumbrances on the Property to the Commissioner of Agriculture and hereby promise to defend the same against all claims that may be made against it. O. Parties in Interest If the Grantor(s) are multiple parties in interest or a trust, all signatures obtained must be by authorized officers or parties. P. Grantor's Environmental Warranty The Grantor(s) warrant that they have no actual knowledge of a release or threatened release of hazardous substances or wastes on the Property. Q. Obligations Other than as specified herein, this Conservation Easement does not impose any legal or other responsibility on the Grantee or the State of North Carolina. R. Liability and Indemnification The Grantor(s) agree to indemnify and hold Grantee and the State of North Carolina harmless from any and all costs, claims or liability, including but not limited to reasonable attorneys' fees arising from any personal injury, accidents, negligence or damage relating to the Property, or any claim thereof, unless due to the negligence of Grantee or its agents, in which case liability shall be apportioned accordingly. S. Enforcement With reasonable advance written notice to the Grantor(s), the Grantee shall have the right to enter the Property for the purpose of inspecting for compliance with the terms of this Conservation Easement. The Grantee shall have the right to prevent violations and remedy violations of the terms of this Conservation Easement through judicial action. The parties agree that a court may issue an injunction or order requiring the Grantor(s) to restore the Property to its condition prior to the violation as restoration of the property may be the only appropriate remedy. In any case where a court finds that a violation has occurred, the Grantor(s) shall reimburse the Grantee for all its expenses incurred. in stopping and correcting the violation, including but not limited to court costs, attorneys' fees, and any other costs incurred with onsite remediation. The failure of the Grantee to discover a violation or to take immediate legal action shall not bar it from doing so at a later time. In any case where a court finds no such violation has occurred, each party shall bear its own costs. In the event that. Grantee fails to enforce any of the terms of this Conservation Easement, as determined in the sole discretion of the Commissioner of Agriculture, the said Commissioner of Agriculture and his or her successors and assigns shall have the right to enforce the terms of the Conservation Easement through Revised July 7, 2009 Attachment E any and all authorities available under Federal or State law. In the event that Grantee attempts to terminate, transfer, or otherwise divest itself of any rights, title, or interests of this Conservation Easement without the prior consent of the Commissioner of Agriculture and payment of consideration to the State of North Carolina, then, at the option of the Commissioner of Agriculture, all right, title, and interest in this Conservation Easement shall become vested in the State of North Carolina. T. Amendment This Conservation Easement may be amended by a written instrument executed by the Grantee and the Grantor(s) and approved by the Commissioner of Agriculture. Any such amendment shall be consistent with the Statement of Purpose of this Conservation Easement and with the Grantee's Conservation Easement amendment policies, and shall comply with 26 U.S.C. §170(h) of the Internal Revenue Code or any regulations promulgated in accordance with that section. Any such amendment shall be duly recorded. Grantee shall give notice of any amendment to and secure approval from, the North Carolina Department of Agriculture and Consumer Services. U. Procedure in the Event of Condemnation or Eminent Domain Grantor(s) and Grantee recognize that the partial donation and partial sale of this Conservation .Easement gives rise to a property right, immediately vested in the Grantee, with a fair market value equal to the proportionate value that the Conservation Easement bears to the value of the Property prior to the restrictions imposed by the Conservation Easement. Accordingly, if any condemnation or eminent domain action shall be taken, on all or part of the Properly, by any authorized public authority, said authority shall be liable to the Grantee for the value of the property right vested in the Grantee at the time of the signing of this Conservation Easement. If condemnation or a taking by eminent domain of a part of the Property or the entire Property by a public authority renders it impossible to fulfill any of the conservation purposes of this Conservation Easement on all or part of the Property, the Conservation Easement may be terminated or modified accordingly through condemnation proceedings. If the Conservation Easement is terminated or modified and any or all of the Property is sold or taken for public use, then, as required by Treas. Reg. 1.170A-14(g)(6), the Grantee shall be entitled to the proportionate value of the Conservation Easement. The Grantee shall use its proceeds consistently with the general conservation purposes of this Conservation Easement. If this Conservation Easement is extinguished or terminated, the North Carolina Department of Agriculture and Consumer Services, and Grantee shall receive its proportional share of the Conservation Easement value at the time of termination. The proportional share of the Conservation Easement value is percent to the North Carolina Department of Agriculture and Consumer Services. V. Procedure in the Event of Termination of Conservation Easement If it determines that conditions on or surrounding the Property change so much that it becomes impossible to fulfill the conservation purposes of this Conservation Easement, a court with jurisdiction may, at the joint request of both the Grantor(s) and the Grantee and with prior consent of North Carolina Department of Agriculture and Consumer Services as provided herein, terminate or modify this Conservation Easement in accordance with applicable state law. If the Conservation Easement is terminated and the Property is sold then as required by Treas. Reg. 1.170A-14(g)(6), the Grantee shall be entitled town amount equal to the ratio of the appraised value of this Conservation Easement to the unrestricted fair market value of the Property, as these values are determined on the date of this Conservation Easement. The Grantee and the North Carolina Department of Agriculture and Consumer Services shall divide the resulting proceeds in accordance with the percentage of the purchase price of the Conservation Easement that each party contributed. The percentage is percent for the North Carolina Department of Agriculture and Revised July 7, 2009 Attachment E Consumer Services. The Grantee shall use its proceeds consistently with the general conservation purposes of this Conservation Easement. W. Subsequent Easements/Restrictions on the Property The grant of any easements or use restrictions that might diminish or impair the agricultural viability or productivity of the P_ roperty or otherwise diminish or impair the conservation values of the Property is prohibited. X. Subdivision The Property currently consists of single tract. The further subdivision of the Property, the recording of a subdivision plan, partition, or any other division of the Property, is prohibited. Y. Notices Any notices required by this Conservation Easement shall be in writing and shall be personally delivered or sent by first-class mail to the Grantor(s) and the Grantee respectively at the following addresses; unless a party has been notified in writing by the other of a change of address: [Insert Grantor(s) and Grantee addresses] North Carolina Department of Agriculture and Consumer Services: NC ADFP Trust Fund 2 West Edenton Street Raleigh, NC 27601 APPROVED AS TO FORM Authorized Signatory for North Carolina Department of Agriculture and Consumer Services D. David Steinbock Revised July 7, 2009 Attachment F NC OPENBOOK INFORMATION Revised July 7, 2009 SUPPLEMENTAL INFORMATION. REQUIRED FOR NC OPENBOOK A licant Name: Oran a Coun A licant Tax Identification Number: 56-6000327 DUNS Number 091575191 Pro'ect Title: Breeze Farm Easement Phase 2 A licant's Fiscal Year Jul 1 to June 30 Brief Description and Background/History of your Organization. Be sure to include the number of ears in existence, number of em to ees, mission and oats of our or anization. The Oran a Coun Environment and Resource Conservation De artment ERCD was created in 1998 and the Lands Le ac ro ram, throw h which this ro'ect would be administered, was established in 2000. ERCD's mission is to coordinate Oran a Coun 's efforts toward environmental rotection and resource conservation. ERCD em to s 8 eo le with offices in Hillsborou h, NC. S ecific ro ram areas are 1 Natural Resources rotection air/climate, land and water , 2 Cultural Resources rotection farmland, Historic/archaeolo ical sites, arks and o ens ace desi n and 3 administration of the Count 's Lands Le ac ro ram. Current Contact Information: (Complete information below if different that in the original contract cover document.) For the Aaencv~ IF_DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS ADFP Trust Fund __ ADFP Trust Fund NCDA&CS __ NCDA&CS -- 1001 Mail Service Center _ 2 West Edenton Street Raleigh, NC 27699-1001 _ Ralei h, NC 27601 Tele honE: 919-733-7125 ALTERNATE CONTACT: ~-` Fax: 919-716-0105 Email: ncad nca r. ov Fnr the C~ran4tu±~ IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS Name: Rich Shaw Title: Land Conservation Mana er Name: Rich Shaw Title: Land Conservation Mana er Com an Name: Oran a Coun ERCD Com an Name: Oran a Coun ERCD Address: P.O. Box 8181 Address: 306 Revere Road A ricultural Buildin Ci Hillsborou h State: NC Zi :27278 Ci Hillsborou h State: NC Zi :27278 Tele hone: 919 245-2514 Fax: 919 644-3351 Email: rshaw co.oran e.nc.us Seconds Email: dstancil co.oran e.nc.us Page 18 of 23 Easement Application 3. Current project timeline. DENTIFIED TASK PROPOSED START DATE PROJECTED COMPLETION DATE PROJECTED NCDA&CS FUNDS TO BE SPENT TOTAL PROJECTED COSTS OF THE PROJECT ($) Pre are final deed of conservation easement 7 1 2010 9 30 2010 Bounda surve of the sub'ect roe 8 15 2010 9 30 2010 6 000 Environmental- assessment of the roe 8 15 2010 9 30 2010 U date the 2008 a raisal 10 1 2010 10 30 2010 2 000 Obtain final approvals from County board of commissioners ADFP staff and FRPP staff 10/1/2010 11/30/2010 Pre are baseline documentation re ort 10 1 2010 11 30 2010 Close & record deed of conservation easement 12 1 2010 12 31 2010 150 000 442 000 TOTALS: 150 000 450 000 4. Expected outcomes and specific deliverables. EXPECTED OUTCOMES AND SPECIFIC DELIVERABLES (Examples: 1. Increase in the number of households receiving commodities in additional four counties, 2. Provide approximately 150 meals to homeless victims, 3. Provide 250 lunch snacks to elementary school children, 4. Administrative funds will be used for pay for 60 hours of labor at $12.00 oer hour.l easement 5. The Grantee's WEB URL: http://www.cow.o/range.nc.us/ercd/index.asp 6. County of Service/Benefit: Single County: L~ Yes ^ No County Name: Orange County Statew+de: ^ Yes ^ No Regieaal: ^ Yes ^ No 7. If the answer to question number 6 is "Regional", list the counties receiving benefit below. Page 19 of 23 Easement Application PERFORMANCE MEASURES Attachment G Grantee Name: Oran a Coun Project Title: The Breeze Farm Easement i t Out ut s ; Qua' ti aptivities- ermormed the Grantee. 1. Development rights and easement value for rope determined for Breeze Farm. 2. Appraisal of property is com leted for Breeze Farm. 3. Assessment surve is completed for Breeze Farm. 4. Baseline documentation is completed for Breeze Farm. 5. eve opment o rust un written easement. 6. 7. 8. 9. 10. List Outc e s : Wh 1; happens as a r ft of the Grantee's tiviti s. 1. Environmental status of Breeze Farm pro erty is identified. 2. Develo merit ri hts value for Breeze Farm is identified. 3. Protection of agricultural resources. 4. 5. 6. 7. 8. 9. 10. List Deliverablejs): ' Specific types of outputs or outcomes -tangible items: (i.e. reports and plans) or activities' e. . worksho sand conferences that are uantifiable and measurable.` 1. Recorded easement of 153 acres in erpetui 2. 3. 4. 5. SAM.024 -Performance Measures Page 1 of 1 Eff: 7/10