HomeMy WebLinkAbout2012-337 Arts - North Carolina Arts Council - Grant Award Fiscal Year 2013 $30,482 -11%\h aA)?0 GRANTS OFFICE AILING ADDRESS STREET ADDRESS
Q *. North Carolina Arts Council 109 East Jones Street
Z > Department of Cultural Resources Raleigh, NC 27601
Raleigh, NC 27699-4632
G
CoV� 1 919 807 6514
www.ncarts.org f 919 847 65532
Martha Shannon, Director Please return this copy to the Clerk's to the Board's
Orange County Arts Commission -office for permanent agenda file. —
501 West Franklin Street
Chapel Hill, NC 27516-2339
August 3,2012
GRANT AWARD LETTER
FISCAL YEAR 2013
Please read the enclosed Instruction page.
Grant Category Grassroots Arts Program
Awarded $30,482
Start Date July 1,2012
End Date June 30, 2013
NCAC Report Due
ARTS Grants Online July 15, 2013
Project Title Various arts programs,administrative support and subgrants
Stipulations You must comply with the conditions set forth in the enclosed Grant
Agreement Addendum for Designated County Partners.
Revised Budget Needed? No
Grant Number FY13-72638
SERID 12698
Fiscal Agent
Federal Tax ID Fiscal Year End 630
Source of Funds State Funds
CFDA#
Staff Contact Janie Wilson,Arts in Communities Director
919/807-6508
Payment Questions Grants Administrator
919/807-6514
CA/?sa � GRANTS OFFICE
c� , MAILI NG ADDRESS STREET ADDRESS
North Carolina Arts Council 109 East Jones Street
Z ��' Department of Cultural Resources Raleigh, NC 27601
`v Raleigh, NC 27699-4632
COU'�
t9198076514
www.ncarts.org f 919 807 6532
Contract
This Contract is hereby entered into by and between the North Carolina Department of Cultural Resources,
North Carolina Arts Council (Council) and the following Grantee (referred to collectively as the 'Parties'). The
Grantee's federal tax identification number is found in Attachment A.
Orange County Arts Commission
Contract Documents: This Contract consists of the following documents:
(a) Grant Award letter(s) (Attachment A)
FY13-72638 Arts in Communities --Grassroots Arts Program $30,482
(b) The General Terms and Conditions(Attachment B)
(c) The NC Arts Council Grant Application Form Containing the Scope of Services,
Line-Item Budget, and Project Narrative (Attachment C)
(d) Grantee Requirements 2012-13 Containing the Notice of Certain Reporting and
Auditing Requirements(Attachment D)
These documents constitute the entire agreement between the Parties and supersede all prior oral or written
statements or agreements.
The awarding of this grant is subject to allocation and appropriation of funds to the Council for the purposes set
forth in the Contract(Grant Award letter(s) and the Grant Application Form Containing the Scope of Services, Line-
Item Budget, and Project Narrative).
(Continued on the next page)
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General Terms and Conditions
DEFINITIONS
Unless indicated otherwise from the context,the following terms shall have the following meanings in this Contract. All
definitions are from 9NCAC3K8D1O2 unless otherwise noted. |f the rule or statute that io the source nf the definition is
changed bv the adopting authority,the change shall bn incorporated herein:
"Agency" (us used in the context of the definitions below) shall mean and include every public office, public officer or
| uMicim| [�tatc or|o��|, elected orappointcd}, institution, boand, commiusion, bureau, xound|, dcpurtment, authority or
� ` appointed),
For other purposes in this Contract, "Agency" shall mean the entity identified as one of the parties hereto.
"Audit" means an examination of records or financial accounts to verify their accuracy.
"Certification uf Compliance"means a report provided hv the Agency tothe Office uf the State Auditor that states that the
Grantee has met the reporting requirements established by this Subehapter and included a statement of certification by the
Agency and copies of the submitted grantee reporting package.
"Compliance Supplement" refers tn the North Carolina State Compliance Supplement, maintained hy the State and Local
Government Finance Agency within the North Carolina Department of State Treasurer that has been developed in �
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cooperation with agencies t assist the local auditor in identifying rmm compliance requirements und audit procedures
for testing those requirements.
"Contract" means a legal instrument that is used to reflect a relationship between the agency, grantee, and subgrantee.
"Fiscal Year" means the annual operating year of the non-State entity.
"Financial Assistance" means assistance that non-State entities receive or administer in the form of grants, loans, loan
guarantees, property (including donated surplus property), cooperative agreements, interest subsidies, insurance, food
commodities, direct appropriations, and other assistance. Financial assistance does not include amounts received as
reimbursement for services rendered to individuals for Medicare and Medicaid patient services.
"Financial Statement" means a report providing financial statistics relative to a given part of an organization's operations
or status.
"Grant"means financial assistance provided by a State agency to an eligible grantee to carry out activities identified in the
contract agreement.
"Grantee" means an entity that receives State funds as a grant from a State agency.
"Grantor"means an entity that provides resources,generally financial,to another entity in orderto achieve a specified goal
or objective.
"Non-State Entity" has the meaning in G.S. 143-C-1-1(d)(18).
"Public Authority" has the meaning in G.S. 159-7(l 0).
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"Single Audit" means an audit that i ncludes an examination of an organization's financial statements, internal controls,
and compliance with the requirements of Federal 0r State awards.
"Special Appropriation" means a legislative act authorizing the expenditure of a designated amount of public funds for a
specific purpose.
"State Funds" means any funds appropriated by the North Carolina General Assembly or collected by the 5tohc of North
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Carolina, State funds include federal financial assistance received by the State and transferred or disbursed to non-State
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entities. Both Federal and State funds maintain their identity os they are nubgrontcd to other organizations.
"Suhgrantcr" has the meaning in G.S. 143C-6-23[a)[3).
"Unit of Local Government has the meaning inG.S. 1S9-7(1S).
TERMS AND CONDITIONS
1. 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 forum,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.
2. 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.
3. Key Personnel: The Grantee shall not substitute key personnel assigned to the performance of this contract without
prior written approval by the Agency's Contract Administrator. The individuals designated as key personnel for
purposes of this contract are those specified in the Grantee's proposal.
4. 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.
5. 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.
Gvmt Rev.6/12 Page 3 of 9
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G. Indemnification: The Grantee shall hold and save the State,its officers,agents,and employees,hann|cssfmmliability
of any kind,including all claims and losses accruing or resulting to any other person,firm,or corporation furnishing or
supplying work,services,materials,or supplies in connection with the performance of this contract,and from any and
all claims and looses accruing or resulting to any person,firm, or corporation that may be injured ordommgedhvthc
grantee in the performance of this contract and that are attributable to the negligence or intentionally tortious acts of
the grantee provided that the grantee is notified in writing within 30 days that the State has knowledge of such
claims. The grantee represents and warrants that it shall make no claim of any kind or nature against the State's
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agents who are involved in the delivery or processing of grantee goods to the State. The representation and warranty
in the preceding sentence shall survive the termination or expiration of this contract.
7. Termination bv Mutual Consent: The Parties may terminate this Contract by mutual consent with 60 days notice to
the other party,oras otherwise provided bylaw. In that event,all finished or unfinished deliverable items prepared by
the Grantee under this contract shall, ot the option of the Agency, become its property. If the t t is terminated
by the Agency as provided herein, the Grantee shall be paid for services satisfactorily completed, less payment or
compensation previously made.
& Termination for Cause: 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 such breach can be determined.
In case of default by the Grantee, the State may procure the services from other sources and hold the Grantee
responsible for any excess cost occasioned thereby. The State reserves the right to require a performance bond or
other acceptable alternative performance guarantees from successful offeror without expense to the State.
In addition,in the event of default by the Grantee underthis contract,the State may immediately cease doing business
with the Grantee, immediately terminate for cause all existing contracts the State has with the Grantee, and de-bar
the Grantee from doing future business with the State.
Upon the Grantee filing a petition for bankruptcy or the entering of a judgment of bankruptcy by or against the
Grantee,the State may immediately terminate,for cause,this contract and all other existing contracts the Grantee has
with the State, and de-bar the Grantee from doing future business.
9. 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.
10. 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.
Gvmt Rev.6/12 Page 4 of 9
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11. Force K4 ' re: Neither party shall hc deemed tobnin default uf its obligations hereunder if and so long osit is
prevented from performing such obligations by any act of war, hostile foreign action, nuclear explosion, riot,strikes,
civil insurrection, carthquoke, hurhrane,tornado, nr other catastrophic natural event or act of God.
12. Survival of Promises: All promises, requirements, terms, conditions, pnnvisions, representations, guarantees, and
warranties contained herein shall survive the contract expiration or termination date unless specifically provided
otherwise herein, or unless superseded by applicable fcdrm/ or State statutes of limitation.
/ 13. Copyrights and Ownership of Deliverables: All deliverable items produced pursuant to this Contract are the exclusive
property of the Agency, The Granter shall not assert u claim of copyright or other property interest in such
deliverables.
14. Compliance with Laws: The Grantee shall comply with all |ows, ordinances,codes, ru|es, regulations, and licensing
requirements that are applicable 1nthe conduct of its business, including those of federal, state, and local agencies
having jurisdiction and/or authority.
15. Equal Employment Opportunity: The Grantee shall comply with all federal and State laws relating to equal
employment opportunity. The Grantee shall take affirmative action in complying with all Federal and State
requirements concerning fairemployment and employment of people with disabilities,and concerning the treatment
of all employees without regard to discrimination by reason of race,color, religion,sex, national origin,or disability.
16. 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. The Grantee
shall retain all records for a period of five years following completion of the contract. 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.
17. 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.
18. 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.
19. Severability: 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.
20. 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.
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21. Travel : Travel expenses shall not he reimbursed inthe performance nf this Contract. |f travel is necessary in
the performance nf this Contract, it shall be included in the approved project hudgntandnunative.
22. 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, pumumnttoN1�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.
� 23. Entire Agreement: This contract and any documents incorporated specifically by reference represent the entire
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agreement between the parties and supersede all prior oral or written statements oragreements. This Request for
Proposals, any addenda thereto, and the offeror's proposal are incorporated herein by reference as though set forth
verbatim. All prnmi3es, rcquin:ments, terms, cunditions, provisions, rcprcsentatinns, guarantccs, and warranties
contained herein shall survive the contract expiration ortermination date unless specifically provided otherwise herein,
or unless superseded by applicable Federal or State statutes of limitation.
24. By Executive Order 24,issued by Governor Perdue,and N.C.G.S.§133-32,it is unlawful for any vendor or contractor
(i.e. architect, bidder, controctor, construction manager, design professional, engineer, |and|ord, offeror, seller,
subcontractor, supplier, or vendor) to make gifts or to give favors to any State employee of the Governor's Cabinet |
Agencies(i.e.Administration,Commerce,Correction,Crime Control and Public Safety,Cultural Resources,Environment �
d Natural Resources, Health d Human Services, Juvenile Justice d Delinquency Prevention, Revenue,
Transportation, and the Office of the Governor), This prohibition covers those vendors and contractors who:
(1) have a contract with a government 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 and contractors are
encouraged to review Executive Order 24 and G.S.Sec. 133-32.
Executive Order 24 also encouraged and invited other State Agencies to implement the requirements and prohibitions
of the Executive Order to their agencies. Vendors and contractors should contact other State Agencies to determine if
those agencies have adopted Executive Order 24.
25. Effective Period: This Contract shall be effective upon signature by all parties to this Contract and shall terminate
upon final expenditure of all funds and submission of all reports as required by law.
26. Grantee's Duties: The Grantee shall complete and return any applicable Revised Budget page(s)and this Contract. If
the Grantee's grant is being paid with federal funds, then it must also complete and return a federal Cash Request
Form at the appropriate time.
The Grantee shall carry out the grant project as described in its North Carolina Arts Council Grant Application
Containing the Scope of Project, Line-Item Budget,and Project Narrative; its Grant Award letter(s) with any
applicable stipulation;and any applicable Revised Budget page(s) and in compliance with all parts of this Contract
including the attachments and the Instructions 2012-13 for the grant awards and in accordance with applicable
state and federal laws and any local requirements. In addition, the Grantee shall maintain all grant records for a
period of five years or until all audit exceptions have been resolved, whichever is longer.
The Grantee shall provide services resulting from the grant to all members of the community served, in compliance
with all state and federal statutes relating to non-discrimination on the basis of race, color, national origin,sex,
Gvmt Rev.6/12 Page 6 of 9
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handicap, or age, which are contained in the Grantee Requirements 2012-13 Containing the Notice of Certain
Reporting and Auditing Requirements (Attachment D).
The Grantee shall keep Council staff informed about project ardvitiec For the purposes of on-site monitoring and
evaluation by the Council,tickets and admissions may be made available for attendance at funded performances,
exhibitions, and other ticketed events during the grant year.
27. Council's Duties: The Council shall pay the Grantee in the manner and in the amounts specified in the Contract
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Documents under the Payment Provisions. Contracts shall be paid aL the direction uf the State Budget Officer.
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Federally funded grants will be paid one month in advance or on o reimbursement basis. The Council shall assist
the Grantee os appropriate and necessary with the implementation of this project. The Council shall provide
monitoring and oversight through a combination of periodic e-mails,calls,visits, attendance at events, and review
of reports.
28. Matching Requirements of the Grantee: The Grantee shall match this grant according to the project budget
shown in its Application Form or any subsequent revision of that budget approved in writing by the Council.
29. Reversion of Unexpended Funds: Any unexpended grant funds shall revert to the Council immediately upon
determination and no later than May 31, 2013.
30. Reporting Requirements: The Council has determined that this Contract is subject to the reporting requirements
described in the attached Grantee Requirements 2012-13 Containing the Notice of Certain Reporting and Audit
Requirements (Attachment D).
The Grantee must ensure that when grant funds are audited that they are audited in compliance with state and
federal audit requirements for local governments and public authorities, institutions of higher education, and
nonprofit organizations, and, as applicable, according to the standards of the federal Single Audit Act
Amendments of 1996 and Circular A-133 "Audits of States, Local Governments,and Nonprofit Organizations" as
supplied by the Executive Office of the President, Office of Management and Budget, Washington, DC.
31. Payment Provisions: The Council will pay organizations with grants at the direction of the State Budget Officer.
Current Grantees will not be paid until the Council has received and approved their final reports for all previous
grants. If a prior year report was late, the FY 12-13 grant(s) will be paid on a reimbursement basis. Federally
funded grants will also be paid upon request one month in advance or on a reimbursement basis. All payments are
contingent upon fund availability.
32. 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 addressed and delivered to the other Party's
Contract Administrator. 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.
Gvmt Rev.6/12 Page 7 of 9
For the Council:
IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS
Agency North Carolina Arts Council Agency North Carolina Arts Council
Mail Address 4632 Mail Service Center Street Address 109 East Jones Street
City, NC Raleigh, NC 27699-4632 City, NC Zip Raleigh, NC 27601
Telephone 919/807-6515
Fax 919/807-6532
For the Grantee:
IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS
Post Office Address Street Address 501
City State Zip C11AP I'l U,-fl/ /V City State ZipChLp,.t A/& ---Z-757(e
Telephone �jq /q&g - ;�-0//
33. 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) Assure adequate control of signature stamps/plates;
(c) Assure adequate control of negotiable instruments; and
(d) Implement procedures to ensure that account balance is solvent and reconcile the account monthly.
34. Outsoureing/Assignability/Subcontracting: The Grantee shall not subcontract any of the work contemplated
under this contract without prior written approval from the Agency. The Agency shall not be obligated to pay for
any work performed by any unapproved subcontractor or Subgrantee. The Grantee or Subgrantee is not relieved of
any of the duties and responsibilities of this Contract. Furthermore, any Subgrantee must agree to abide by the
standards contained in this Contract and to provide all information to allow the Grantee to comply with these
Gvmt Rev.6/12 Page 8 of 9
35. The undersigned represent and warrant that they are authorized to bind their principals to
the terms of this agreement.
|n Witness whereof, the Grantee and the Agency have executed this Contract in duplicate originals, with one
original being retained by each party.
Name of Organilation
Printed Name TOle
Signature D�te
Printed Name
[CORPORATE SEAL] - (optional) e")X02i!t 46 ei�
Name of Fiscal Agent Organization (if using one):
Signature of Authorizing Official Date
Printed Name Title
Signature Date
Printed Name
North rolina Arts Council
Wayne Martin YExecutive Directir Date
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