HomeMy WebLinkAbout2018-224-E Economic Dev - Winrock fellowship grant awardDocuSign Envelope ID: DFF724E2- 6327 - 4662- AC33- 2349BDDD2704
FIXED -PRICE GRANT AWARD
BY
WINROCK INTERNATIONAL INSTITUTE FOR AGRICULTURAL DEVELOPMENT (Winrock)
TO
ORANGE COUNTY ECONOMIC DEVELOPMENT
Local Government Agency
This Grant ( "the Grant ") is a Micro -Grant made and entered into by and between Winrock, a non - profit corporation
incorporated in the State of Arkansas, USA and located at 2101 Riverfront Drive, Little Rock, AR 72202 ( "Winrock ")
and Orange County Economic Development, a local government agency, established and operating under the laws
of United States and located at 131 W Margaret Ln, Hillsborough, NC 27278 (the" Grantee "), referred to collectively
as the "Parties" In support of the Kresge Foundation Nourishing Networks II Program.
Grant Number
Funder
Funder Prime Award Number
Start Date
End Date
Ceiling
Payment Method
6702- 18 -G -05
Kresge Foundation
6702
June 15th, 2018
April 30th, 2019
$15,000
Check by mail
Winrock Representative William Gray, Program Officer – William.Gray @winrock.org
Grantee Representative Mike Ortosky, Agriculture Economic Developer -
mortosky @orangecountync.gov
By their signatures below, the Parties, through their authorized representatives, have agreed to all provisions of this
Grant, which is the entire agreement between the Parties and supersedes any previous understanding or
agreements (whether verbal or written) on the subject matter.
Fnr Winrock International:
Docu5igned by:
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Signature
Lucyna Jodlowska
Type or print name
Programs Director
Title
CONTENTS
For Grantee:
6/15/2018 1�6,Q cuSigned by:
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Bonnie Hammersley
Type or print name
County Manager
Title
Schedule General Terms and Conditions
Attachment A Additional Terms and Conditions – Kresge Foundation
Kresge Foundation Micro -Grant I MAY 2018 Page 1
6/18/2018
Date
DocuSign Envelope ID: DFF724E2- 6327 - 4662- AC33- 2349BDDD2704
SCHEDULE
GENERAL TERMS AND CONDITIONS
The Kresge Foundation has awarded to Winrock the prime award identified on the Cover Page of this Grant
(the "Prime Award Number "), through which Kresge Foundation provides financial support for activities
implementing the Nourishing Networks II program.
Winrock is pleased to award Orange County Economic Development a fixed -price grant award with the total
estimated amount as identified on the Cover Page of this Grant, in support of their Regional Food Economies
Fellowship.
1. PURPOSE
Financial support is for Orange County Economic Development to continue programmatic work around
connecting Regional Food and Agriculture actors to new stakeholder groups, including development of
shareable resources around best practices, and participation in the Fellows Community of Practice. The
overarching goal of this program is to build a bridge between community and economic development
stakeholders and the regional food sector to increase the viability and resilience of regional food economies,
and improve community vitality, health, and wealth. Agriculture Economic Developer Mike Ortosky will serve
as key personnel and point of contact for this project.
Through this agreement, the grantee will complete the following objectives:
a. Deepening existing efforts and exploring new opportunities to position regional food systems as
community and economic development priority. Grantee will continue ongoing programmatic work
meant to increase connections and understanding of regional food. Grantee will also advise the
Wallace Center on future program development and expansion.
b. Raising the profile of regional food within their targeted stakeholder groups. Grantee will present work
through conference presentations, peer meetings, and professional network building.
c. Developing new tools and resources to help food systems practitioners apply best practices and
engage new audiences. The grantee will be responsible for developing these tools, with input and
support from Wallace Center staff.
d. Participating in a community of practice around the goals of this work, connecting with other grant
recipients in face -to -face convenings and digital networks, and presenting your work to the community
of practice. Participation in the community of practice will include the following activities:
• Program Kickoff Call
• No less than one in- person convening
• Webinar presentation to the Regional Food Economies Fellows Community of Practice
• A one -on -one mid -term call with Wallace Staff to report on the progress of this work and
share intended plans for the remainder of the grant period
• A one -on -one end -of -term call with Wallace Staff to report on the learnings of the work over
the term of the grant period and planned follow up activities.
2. ENTIRE AGREEMENT, SEVERABILITY and AMENDMENT
This Grant contains the entire agreement between Winrock International and the Grantee relating to the
subject matter hereof and supersedes all prior and contemporaneous negotiations, correspondence,
understandings and agreements between the parties relating to the subject matter hereof. This Grant
may be modified or amended only by mutual written consent of the parties. Winrock's waiver or failure
to enforce the terms and conditions of this Grant in one instance shall not constitute a waiver of its
rights hereunder with respect to other violations of this Grant.
3. AMOUNT OF AWARD AND PAYMENT
Kresge Foundation Micro -Grant I MAY 2018 Page 2
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The ceiling amount of this grant must not be exceeded and Winrock will not make payment to the
Grantee in excess of the ceiling as indicated in the cover page.
This is a milestone -based grant, with payments to be made as follows:
Milestone
Payment Amount
Est. Completion
1. Attendance at introductory call and completion of all
$5,000
June 15, 2018
necessary onboarding and contracting activities
2. Mid -term one -on -one debrief call with Wallace staff to
$5,000
October 31, 2018
report on the progress of this work
3. Final one -on -one debrief call with Wallace staff to
$5,000
April 30, 2019
report on the learnings of this grant and planned follow up
activities
4. NOTICES
All notices given hereunder and all products /services to be delivered in person, communications via email,
cablegram, facsimile transmission, or registered /certified mail or the like shall be sent to the following:
To Winrock International: To the Grantee:
Wallace Center at Winrock International Orange County Economic Development
Attn: Will Gray, Program Officer Attn: Mike Ortosky
2121 Crystal Drive, Ste. 500 PO Box 8181
Arlington, VA 23225 Hillsborough, NC 27278
703 - 302 -6612 919- 245 -2325
The Grantee shall notify Winrock in writing, within fifteen (15) days of the date the Grantee learns, or in the
exercise of reasonable care should have learned, of the occurrence and potential effects of any condition
which interferes with, or which it is reasonable to believe will or may interfere with, (1) successful
implementation of the program or (2) complete and timely performance of Grantee's obligations under the
Grant. The notice shall identify the condition, the impact (anticipated as of the date of the notice) on planned
activities and the accomplishment of the Grantee's purposes and results, and the steps the Grantee intends
to take to try to correct or mitigate the condition.
5. COMPLIANCE WITH LAW
In performing its obligations and exercising its rights under the Grant, the Grantee shall fully comply
with all applicable law (including without limitation all statutes, decrees, ordinances, administrative
orders, rules, regulations, and other mandatory directives, policies, and instructions with binding legal
effect).
The Grantee shall indemnify and hold harmless Winrock for and from all costs, risks, delays, losses,
damages and other liability incurred by Winrock due to Grantee's noncompliance with such laws or
failure to secure such licenses, permits, and other approvals.
6. ETHICS AND INTEGRITY
The Grantee, in executing this Grant and in performing its obligations in connection therewith, to ensure that
it, its officers, directors, employees, agents, contractors and suppliers do the following:
1. To scrupulously avoid any actions in violation of (or that might reasonably be considered by any
person as possibly being or appearing to be in violation of) any laws, regulations, rules or funder
policies relating to ethics and integrity; and
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2. That it has not engaged, and will not engage, in any corrupt practice (including, without limitation, the
offering, giving, receiving or soliciting of anything of value to influence the action of any public official
or any officer or employee of Winrock) or fraudulent practice (including, without limitation,
misrepresentation of facts in order to influence a procurement practice or the execution or
administration of the Grant or the Prime Award, to the actual or potential detriment of Winrock or the
Funder).
3. Fraud Awareness and Reporting: Both Winrock International staff and Grantee should be made
aware of the importance of reporting any instances of fraud, waste, abuse, or conflicts of interest.
Reports can be made to authorized Winrock representatives, or to www.winrock.ethicspoint.com.
7. TERMINATION
Winrock may unilaterally terminate this Grant at any time, in whole or in part, for either of the following
reasons:
(1) material Grantee noncompliance; or
(2) the Grantee's financial insolvency, bankruptcy, assignment in favor of creditors, or similar or
comparable status; or
(3) funder termination or non - funding of all or part of the Prime Award.
The Parties may mutually agree to terminate the Grant at any time, in whole or in part, upon such
terms and conditions as may be agreed between them.
iii. Termination shall be effected by written notice to the terminated Party, which notice shall identify the
basis for termination, the reason(s) therefore, the effective date of the action, a statement identifying
which part (or all) of the remainder of the Grant Term or the program activities is terminated, and
procedures and standards, as appropriate, for phasedown costs and submission of final invoices.
iv. The termination shall be effective on the date stated in the notice.
8. PATRIOT ACT COMPLIANCE
Grantee certifies that Foundation funds will be used in compliance with all applicable anti - terrorist financing
and asset control laws, regulations, rules and executive orders including, but not limited to, the USA Patriot
Act of 2001 and Executive Order No. 13224. Furthermore, Grantee agrees to ensure that any Foundation
funds, either directly or through a lower -tier grant, will not be disbursed to any organization or individual
listed on the United States Government's Terrorist Exclusion List or the Office of Foreign Assets Control
(OFAC) Specially Designated Nationals & Blocked Persons List. In addition, Grantee takes reasonable steps
to ensure that its board, staff, lower -tier grantees and volunteers have no dealings whatsoever with known
terrorist organizations.
9. DISAGREEMENTS AND DISPUTES BETWEEN THE PARTIES
The Parties shall attempt to resolve all issues arising under or relating to the Grant amicably, failing which
Grantee may request to enter arbitration. Any disputes arising out of this Grant or from a breach thereof
shall be submitted to arbitration in Little Rock, Arkansas, and the judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof. The arbitration shall be held under the
standard form of the applicable Rules of the American Arbitration Association. The law of Arkansas shall
apply and the statutes of limitation thereunder apply to any arbitration as if it were an action in a court of
competent jurisdiction
10. FORCE MAJEURE
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Any delay or failure of the Grantee of required obligations shall be excused if and to the extent caused by
acts of God, fire, storm, lockout, strike, terrorist act, flood, sabotage, embargo, war (whether declared or
not), riot, or other causes beyond the reasonable control of the Grantee.
If the Grantee asserts Force Majeure as an excuse for failure to perform their obligations, then the Grantee
must:
A. Notify Winrock of the likelihood or actual occurrence of an event described in this clause;
B. prove that reasonable steps were undertaken to minimize delay or damages caused by foreseeable
events; and
C. fulfill all non - excused obligations.
Upon review of Grantee's notice, Winrock shall determine whether the term of the Grant shall be extended
for a reasonable time period to complete activities interrupted by the delays.
11. ORDER OF PRECEDENCE
In the event of a conflict or inconsistency between provisions of this Grant, the conflict or inconsistency will
be resolved by giving precedence in the following order: Funder Terms, Conditions and Certifications;
Winrock Terms and Conditions; Grant Schedule; and Program Description.
12. Electronic signatures:
"This Agreement together with any amendments or modifications may be executed electronically. All
electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and
the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter
66."
BANKING INFORMATION
Please complete check information requested below.
FOR CHECK REQUEST
Type of Currency - (in Country of Operation): $USD
Payee - (Bank Account Name): Orange County Economic Development
Complete Mailing Address:
Orange County Economic Development
Attn: Mike Ortosky
PO Box 8181
Hillsborough, NC 27278
Telephone Number: 919 - 245 -2325
Country Code and City Code: 1
Kresge Foundation Micro -Grant I MAY 2018 Page 5
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ATTACHMENT A
ADDITIONAL TERMS AND CONDITIONS — Kresge Foundation
1. Grantee Accounting Requirement: Grantee is required to maintain financial records and supporting
documentation for expenditures and receipts related to this Grant for five years after the grant end date.
Grantee is also required to permit Winrock International, The Kresge Foundation or authorized third parties,
reasonable access to Grant files, records and personnel during the term of this Grant and for five years
thereafter.
2. Use of Grant and IRS Requirements: Under United States law, Kresge Foundation funds may be
expended only for charitable, scientific, literary, religious, or educational purposes within the meaning of the Internal
Revenue Code of 1986, as amended ( "IRS Code "). This Grant is to be expended solely in support of the
objectives detailed in your scope of work. Foundation funds may not be used to carry on propaganda or any voter
registration drive, or otherwise attempt to influence any legislation or election, within the meaning of the IRS Code.
Kresge Foundation Micro -Grant I MAY 2018 Page 6