HomeMy WebLinkAboutAgenda - 12-15-2020; 8-d - Acceptance of N.C. Land and Water Fund Grant – Draper Savage Foundation 1
ORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: December 15, 2020
Action Agenda
Item No. 8-d
SUBJECT: Acceptance of N.C. Land and Water Fund Grant— Draper Savage Foundation
DEPARTMENT: Environment, Agriculture, Parks
and Recreation (DEAPR)
ATTACHMENT(S): INFORMATION CONTACT:
1. Location Map David Stancil, 245-2510
2. Site Map Christian Hirni, 245-2514
3. NCLWF Grant Contract
PURPOSE: To accept a grant from the North Carolina Land and Water Fund toward the
acquisition of a conservation easement on lands owned by the Draper Savage Memorial
Foundation (Moorefields).
BACKGROUND: The Draper Savage Memorial Foundation owns multiple tracts that comprise
61 acres south of Interstate 40/85 in Cheeks Township. The Moorefields Foundation contacted
staff in January 2019 about selling a working lands conservation easement on 61 acres of the
historic Moorefields property. The 72-acre farm is maintained and operated by the Moorefields
Foundation on behalf of the Draper-Savage Memorial Foundation. Because of the presence
of Natural Heritage sites, the historic Moorefields property and other areas of high
cultural/archaeological significance, and the presence of segments of Rocky Run Creek (Upper
Eno watershed) and its adjacency to the County-owned Seven Mile Creek Natural Area,
conservation of this tract is a high priority for the Lands Legacy Program. Please see attached
maps.
In February 2019, the Board authorized staff to conduct an appraisal, identify funding sources,
and to develop a potential conservation project for future consideration. After the first appraisal
and initial application review process, the Clean Water Management Trust Fund (now the Land
and Water Fund) approved a grant in October 2020.
The N.C. Land and Water Fund grant is for up to $119,660 in matching funds for purchasing
the easement. Staff and partners at the Eno River Association are still applying for
accompanying grants to further offset the easement costs.
Moorefields was placed on the National Register of Historic Places in 1972 by the late Edward
Draper-Savage, an artist and UNC French professor. Owned by the Draper-Savage
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Foundation, the property is administered by the non-profit Friends of Moorefields and is open
for scheduled use by groups and individuals.
FINANCIAL IMPACT: The estimated cost of the easement purchase is $360,000; however
negotiations have not been completed. Accounting for the Land and Water Grant of up to
$119,660, the County's current share of the easement purchase could be approximately
$240,340 ($278,790 including transaction costs). Other grant funds are being pursued. County
funds would come from existing Lands Legacy conservation easement project. Acceptance of
the grant and authorizing the Manager's signature does not commit the County to the
acquisition.
SOCIAL JUSTICE IMPACT: There is no identified Social Justice Impact goal associated with
this item.
ENVIRONMENTAL IMPACT: The following Orange County Environmental Responsibility Goal
impacts are applicable to this item:
RESULTANT IMPACT ON NATURAL RESOURCES AND AIR QUALITY (Assess and
where possible mitigate adverse impacts created to the natural resources of the site and
adjoining area. Minimize production of greenhouse gases.)
The easement will provide a permanent protected natural and agricultural buffer along a busy
highway and developed land to the south.
RECOMMENDATION: The Manager recommends that the Board authorize the signature of
the Land and Water Fund grant contract (by the County Manager), and authorize staff to
proceed with pursuing funding options and easement negotiations for a conservation easement
agreement for Board consideration in 2021. (Note: Acceptance of the grant and authorizing the
Manager to sign does not commit the County to the easement acquisition.)
2020 Moorefields Estate Conservation Easements
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Tract Information Legend
Landowner: Moorefields ORANGE COUNTY Project Location
Lat: 36' 03.58" Streams
Long: 79' 08.55"
Date: 1/24/2020 Roads
Image: 2017 Aerial Photo County Owned Land
Created By: Christian Hirni
Acres: 61 Department of Environment, County Easments
Agriculture, Parks&Recreation Non-County Parks
® Other Easements
2020 Moorefields Estate Conservation Easement 4
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Tract Information 0 166 310 620 930 1,240 Feet
Legend
Landowner: Moorefields ORANGE COUNTY Roads
Lat: 36' 03.58" Tract Boundary
Long: 79' 08.55"
Date: 6/09/2020 �1 Planned CWMTF Easement
Image: 2017 Aerial Photo , ` streams
Created By: Christian Hirni County Owned Land
Acres: 72 (CWMTF-24 acres)
Department of Environment, County Easements
Agriculture, Parks&Recreation
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STATE OF NORTH CAROLINA
DEPARTMENT OF NATURAL AND CULTURAL RESOURCES
NORTH CAROLINA LAND AND WATER FUND
A/K/A CLEAN WATER MANAGEMENT TRUST FUND A/K/A LAND AND WATER FUND
GRANT CONTRACT
(FEE OR EASEMENT ACQUISITION—Local Government)
NCLWF PROJECT NUMBER: 2020-048
GRANTOR: NC Land and Water Fund a/k/a NC Clean Water Management Trust Fund("Fund"or
"NCLWF"), a division of the Department of Natural and Cultural Resources, acting through its Board of
Trustees solely in its official capacity pursuant to Part 41,Article 2, Chapter 143B of the North Carolina
General Statutes("N.C.G.S.")
CONTRACT ADMINISTRATOR: Marie Taylor Meckman
NC Land and Water Fund
1651 Mail Service Center
Raleigh,NC 27699-1651
Phone: 917-707-8649
Email: marie.meckman@ncdcr.gov
GRANT RECIPIENT: Orange County,a North Carolina Local Government Unit("Grant Recipient"or
"County").
CONTRACT ADMINISTRATOR: Christian Hirni
Orange County
PO Box 8181
Hillsborough,NC 27278
Phone: 919-245-2514
Email: chirni@orangecountync.gov
CONTRACT EFFECTIVE DATE: (the"Effective Date")
CONTRACT EXPIRATION DATE: July 31,2023 (the"Expiration Date")
DEADLINE FOR RECEIPT BY NCLWF OF REIMBURSEMENT/PAYMENT REQUESTS:
August 15,2023 (the"Reimbursement Date")
GRANT AMOUNT: up to$119,660(the"Grant")
AWARD DATE: September 16,2020(the"Award Date")
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THIS GRANT CONTRACT(the"Grant Contract"or"Contract")is made and entered into as of the
Effective Date by and between the Fund and the Grant Recipient. The Fund and the Grant Recipient may
hereinafter be referred to individually as a"Party"or collectively as the"Parties."
WITNESSETH:
WHEREAS,Grant Recipient has submitted to the Fund an application requesting a grant of funds
(hereinafter the"Grant Application")to purchase some or all of that certain real property more particularly
described on the attached Exhibit "A" (the "Property") and/or to establish a conservation agreement(s)
thereon("Conservation Agreement"), as specified in Exhibit A.
WHEREAS,the Fund is authorized by N.C.G.S. Chapter 14313,Article 2, Part 41 to acquire land
for riparian buffers for the purposes of providing environmental protection for surface waters and urban
drinking water supplies and establishing a network of riparian greenways for environmental, educational,
and recreational uses; to acquire conservation easements or other interests in real property for the purpose
of protecting and conserving surface waters and drinking water supplies; to coordinate with other public
programs involved with lands adjoining water bodies to gain the most public benefit while protecting and
improving water quality; to restore previously degraded lands to reestablish their ability to protect water
quality;to facilitate planning that targets reductions in surface water pollution;to finance innovative efforts,
including pilot projects,to improve stormwater management,to reduce pollutants to improve water quality,
and to research alternative solutions to the State's water quality problems;to provide buffers around military
bases or for State matching funds for the Readiness and Environmental Protection Initiative;to acquire land
that represents the ecological diversity of NC; and to acquire land that contributes to the development of a
balanced State program of historic properties.
WHEREAS,the Grant Recipient is a qualified applicant as defined in N.C.G.S. §14313-135.238(a).
WHEREAS, the acquisition of the Property in fee simple and/or the acquisition of the
Conservation Agreement(s) (the"Acquisition"or the"Project") shall be for the purposes and according to
the schedule set out in said Exhibit A,the specific details of the Project being set forth thereon. The Project
shall be implemented pursuant to the budget set forth on the attached Exhibit`B."
WHEREAS,the Fund approved the Grant Recipient's application at its meeting on the Award date
and is willing to make the Grant to the Grant Recipient pursuant to the terms and conditions set forth in this
Grant Contract.
WHEREAS,the Parties desire to enter into this Grant Contract and intend to be bound by its terms.
NOW,THEREFORE,for and in consideration of the Grant,the mutual promises each to the other
made, and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged,the Parties mutually agree as follows:
1. Grant Contract Documents. The Grant Contract consists of, and only of, the documents
described below,which are hereinafter collectively referred to as the Grant Contract. In the case of conflict,
specific and special terms, conditions and requirements shall control over general terms, conditions and
requirements. Upon execution and delivery of the Grant Contract, including the execution of all the Exhibits
that require execution, the Grant Contract shall constitute a valid and binding contract between the Parties,
enforceable in accordance with the terms thereof.This Grant Contract constitutes the entire contract between
the Parties,superseding all prior oral and written statements or contracts. Only changes deemed non-material
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in type by the Fund's Executive Director may be made to the Grant Contract without the consent of the Fund's
Board of Trustees.
The Grant Contract Documents consist of.
a. The main body of the Grant Contract
b. Exhibit A—Project Summary
c. Exhibit B—Project Budget
d. Exhibit C—Pre-Funding Checklist
a. Exhibit C.1 —Assurances for Non-Federally Funded Contracts
e. Exhibit D—Pre-Closing Checklist
f. Exhibit E—Post-Closing Checklist
g. Exhibit F—Payment Checklist
h. Exhibit G—Additional Definitions
i. Exhibit H—General Terms and Conditions.
2. Purpose. The purpose of the Grant is for purpose(s)outlined in Exhibit A. Grant funds may not be
used for the purchase of any improvements or removal of debris on the Property or for any other purpose not
set forth herein.
3. Fund's Duties. Subject to the appropriation,allocation,and availability to NCLWF of Grant funds
for the Project, NCLWF hereby agrees to pay the Grant funds to the Grant Recipient in accordance with
the payment procedures set forth herein. Neither of the Parties is obligated to perform and the Grant
Contract is not a binding agreement on all Parties until all Parties have executed the main body of the Grant
Contract and all exhibits that require execution, the Department of Natural and Cultural Resources has
notified the Fund that funds for the Grant contemplated hereunder have been encumbered, and the Grant
Recipient has received its copy of the original Grant Contract, fully executed and with all dates inserted
where indicated on the cover page to the Grant Contract.
4. Grant Recipient's Duties. The Grant Recipient shall carry out the Project in accordance with the
terms of this Grant Contract.
5. Contract Period. The Fund's commitment to disburse Grant funds under this Grant Contract shall
cease on the Reimbursement Date. It is the responsibility of the Grant Recipient to ensure that the Project
is completed by the Expiration Date and that all costs to be reimbursed have been submitted to the Fund by
the Reimbursement Date. After the Expiration Date, any Grant funds remaining under this Grant Contract
will no longer be available to the Grant Recipient except to pay proper invoices for budgeted costs incurred
by the Expiration Date and which are submitted to the Fund no later than the Reimbursement Date. The
burden is on the Grant Recipient to request an extension of the Grant Contract if the Grant Recipient
anticipates that the Project will not be completed by the Expiration Date. The request for an extension
must give complete details of the reasons why an extension is needed, propose a new expiration date for
the Grant Contract, and be submitted via the Funds online grants management system. This request must
be submitted to and received by the Fund at least 60 days prior to the Expiration Date. Approval of any
requested extension is at the sole discretion of the Fund. The approval or denial of the requested extension
will be based upon Project performance, among other factors. The Fund is not obligated to send
reminders or other notification of an approaching Expiration Date.
6. Pre-Funding Requirements. Prior to the disbursement of any Grant funds under this Grant
Contract, the Grant Recipient shall deliver to the Fund all of the documentation described on Exhibits C,
C.1, and C.2.
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7. Payment of Grant Funds.
(a) Grant funds are awarded based on a commitment of matching funds to the project. NCLWF
expects that its final portion of the total project cost will be no more than the percentage of
funds originally committed to in the Grant Contract. As funds are requested from NCLWF,
the Grant Recipient should be demonstrating expenditure of match.
(b) The Acquisition and the recording of the General Warranty Deed, Conservation Agreement,
and/or Assignment as may be applicable, shall be referred to herein as the "Closing." Grant
funds may be paid at Closing provided Grant Recipient has complied with the terms of Section
6 above and with all pre-Closing requirements as set forth in Exhibit D.
(c) Grant Recipient may be reimbursed for itemized Project expenses (i.e. appraisal, survey, etc.)
prior to or subsequent to Closing, at the Fund's discretion, upon submittal of the following
documentation via the Fund's online grants management system and the appropriate forms
contained thereon:
i. A copy of invoices or other documentation submitted to the Grant Recipient showing the
itemized expenses. Grant Recipient shall identify any sales tax for which reimbursement
has been or will be obtained from the State Department of Revenue, and such monies
shall not be reimbursed;
ii. A written report containing a detailed narrative of the progress of the Project submitted
within the three(3)months prior to the reimbursement request; and
iii. A completed request for reimbursement via the Fund's online grants management
system,stating that the Grant Recipient complied with all terms of this Grant Contract in
incurring the expenses.
(d) NCLWF may,upon request, disburse Grant funds prior to the closing of the Acquisition by the
Grant Recipient,if costs are documented by unpaid third-party invoices. In order for NCLWF to
pay Grant funds to the Grant Recipient based upon an unpaid third-party invoice, the Grant
Recipient shall submit the following documentation via the Fund's online grants management
system and the appropriate forms contained thereon:
i. A copy of invoices or other documentation submitted to the Grant Recipient showing
the itemized expenses. Grant Recipient shall identify any sales tax for which
reimbursement has been or will be obtained from the State Department of Revenue,
and such monies shall not be reimbursed;
ii. A written report containing a detailed narrative of the progress of the Project submitted
within the three (3)months prior to the reimbursement request; and
iii. A completed request for reimbursement,stating that the Grant Recipient complied with
all terms of this Grant Contract in incurring the expense, reviewed and has approved
the unpaid third-party invoice, and certifies to the Fund that the unpaid third-parry
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invoice will be paid within three (3) working days of receipt of the disbursed Grant
funds.
The Grant Recipient will confirm in writing to the Fund,via the appropriate form provided on the
Fund's online grant management system,that the required payment has been made within thirty
(30)days of payment.
(e) The Fund agrees to pay or reimburse the Grant Recipient only for reasonable costs actually
incurred by the Grant Recipient that do not exceed the Grant funds budgeted for the Project as
shown in Exhibit B.
(f) Grant funds will not be paid or reimbursed during the first week of January,the last three weeks
of June,the first week of July, and the last two weeks of December. In addition, the State does
not process payments on the last work day of the month.
(g) The Grant Recipient may seek reimbursement for allowable Project costs incurred after the Award
Date notwithstanding the fact that those costs may have been incurred prior to the Effective Date.
Grant Recipient may not be reimbursed for Project costs incurred prior to the Award Date;
however,Grant Recipient may use such costs toward match requirement if the costs were approved
by the Fund's Board of Trustees at the time of the Award.
(h) The Fund agrees to reimburse the Grant Recipient for Project administration costs consisting
only of costs of labor for administrative work conducted exclusively on this Project. The Grant
Recipient's requests for such reimbursement shall be made under the Project administration
line item of Exhibit B and shall conform to the following:
i. Costs allowable under the Project administration line item include only costs of labor
needed to comply with the general conditions of the Grant Contract (e.g., preparing
progress reports, payment requests, the Project final report, negotiating the Grant
Contract, and negotiating the
Conservation Easement). Allowable Project administrative labor costs may include any
of the following:
a. Compensation to the Grant Recipient's employees,plus the Grant Recipient's
cost of paying benefits on such compensation (i.e., employees' pay times an
audited or auditable benefits multiplier);
b. Compensation to Grant Recipient's independent contractors (e.g., temporary
office support), payable at the Grant Recipient's actual cost, without
application of a benefits multiplier; and/or
c. Cost of professional services contracted by the Grant Recipient (e.g.,
engineering firm or consultant),payable at the Grant Recipient's actual cost.
ii. (ii)Costs of any other work described in the Project's scope of work in Exhibit Aare not
allowable under the Project administration line item.
8. Reversion of Unexpended Grant Funds. Any unexpended Grant funds shall revert to the Fund
upon termination of this Grant Contract.
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9. Reporting Requirements;Audit. The Grant Recipient must submit to the Fund a progress report on
the status of the Project on the first day of each calendar quarter(April 1,July 1,October 1,January 1)via the
appropriate form provided on the Fund's online grant management system. In addition, the Grant Recipient
must comply with all reporting requirements of N.C.G.S. Chapter §143C, Article 6, Part 3 and Title 09,
Subchapter 3M of the North Carolina Administrative Code (N.C.A.C.), and any revisions thereof. Grant
Recipient must also provide the required documentation as set forth on Exhibits C, C.1, and C.2. All such
required reports shall be filed in accordance with the applicable statutes and rules on the forms required by
the Office of State Budget and Management ("OSBM") and the Office of the State Auditor("OSA") and
submitted online via the Fund's online grants management system.
Grant Recipient agrees that the Fund and the OSA have the right to audit the books and records of the Grant
Recipient pertaining to this Grant Contract both prior to Closing and for five(5)years after the completion
or termination of this Grant Contract,or until all audit exceptions,if any,have been resolved,whichever is
longer. The Grant Recipient shall retain complete accounting records,including original invoices,payrolls,
Grant Contracts,working papers,or other documents clearly showing the nature of all costs incurred under
this Grant contract, for that same period of time. All such records shall be accessible to the Fund, the
Department of Natural and Cultural Resources, OSBM and OSA.
10. Notice; Contract Administrators. All notices, requests or other communications permitted or
required to be made under this Grant Contract shall be given to the respective Contract Administrator. Notice
shall be in writing, signed by the Party giving such notice. Notice shall be deemed given three (3)business
days next following the date when deposited in the mail,postage prepaid, registered or certified mail, return
receipt requested,unless another form is otherwise noted herein.
11. Signature Warranty. Each individual signing below warrants that he or she is duly authorized to
sign this Grant Contract for the respective Party and to bind said Party to the terms and conditions of this
Grant Contract.
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IN WITNESS WHEREOF, Grant Recipient and the Fund have executed this Grant Contract in one (1)
original as of the Effective Date. One original shall be retained by the Fund and a copy of the original will
be sent to the Grant Recipient. If there is any controversy among the documents, the document on file in
the Fund's office shall control.
GRANT RECIPIENT:
ORANGE COUNTY,a North Carolina local government unit
By:
Name: Bonnie Hammersley
Title: County Manager
FUND:
NORTH CAROLINA LAND AND WATER FUND
By:
Name: E. Greer Cawood
Title: Chairman,Board of Trustees
By:
Name: Walter Clark
Title: Executive Director
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EXHIBIT A
PROJECT DESCRIPTION
Legal Description of Property:
That parcel of land situated north of Moorefields Road(State Road 1135)and west of Rocky Run Creek in
Cheeks Township,Orange County,North Carolina,containing 19.25 acres,37.38 acres,and 14 acres,more
or less,owned now or formerly by Draper Savage Memorial Foundation, being that parcels of land identified
in the Orange County tax records by the parcel identification numbers 9853797619,9854716006,and
9854815060,respectively.
Proiect Summary:
Grant Recipient originally requested$119,660 of a total cost of$398,450 to purchase a Conservation Easement
on the Property. At its meeting held via teleconference on September 16,2020,the Fund's Board of Trustees
awarded an amount of UP TO ONE HUNDRED NINETEEN THOUSAND SIX HUNDRED SIXTY
DOLLARS (UP TO $119,660) for the Acquisition of the Conservation Easement and qualifying transaction
costs.
Purpose: The Grant was awarded to acquire land that represent the ecological diversity of North Carolina,
including riverine systems and other natural areas to ensure their preservation and conservation for
recreational,scientific,educational,cultural,and aesthetic purposes;and that contribute to the development
of a balanced State program of historic properties; and for riparian buffers to provide environmental
protection for surface waters and to establish a network of riparian greenways for environmental,
educational,and recreational uses.
Scope of Work:
This project includes approximately 71 acres. It is the site of the historic Moorefields Estate and buffers
Rocky Run and Seven Mile Creek natural area.
Notwithstanding any other provision of the Grant contract, before the expiration date of the Grant Contract,
Grant Recipient will complete the following:
1)complete required due diligence
2)purchase a Conservation Easement to be held by the State on 23.5 acres of the Property,including
the riparian buffers
3)purchase a Conservation Easement on 47.5 acres to be held jointly by Orange County and Eno River
Association.
After closing, Eno River Association will enter into a separate contract with NCLWF to monitor and
observe the Property and/or Easement Area.
NCLWF Grant funds payment:
All Property acquisition value claimed by Grant Recipient(whether purchased,realized from a bargain sale
or donated)must be accounted for in the value approved by the NC State Property Office.
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NCLWF Grant funds will be paid to Grant Recipient toward the value of the Conservation Easement interest
in the Property(minus any match discounts accounted for in the budget such as from a bargain sale and/or
donated acreage value of the Property) and other items as outlined in the budget and as agreed to in the
terms of this Grant Contract as long as the Conservation Easement purchase occurred or occurs after the
Award Date of the Grant.
Should the total property value as approved by the NC State Property Office be less than budgeted in Exhibit
B,NCLWF will only reimburse in proportion to total matching funds as budgeted in Exhibit B.
Special Conditions (In the case of conflict between these Special Conditions and the General Terms and
Conditions in Exhibit H or any other part of this Contract,these special conditions shall govern and control):
1. Agree to post signage at public access points, provided by NCLWF or created by Grant Recipient
and approved by NCLWF,acknowledging NCLWF as a funder.
2. All Property must be restricted by a Conservation Easement or other conservation agreement.
3. All Conservation Easements and other conservation agreements must be approved by NCLWF
before recordation.
4. Trails must be implemented according to NCLWF's trail policy.
5. Projects with more than one parcel must be recombined into one parcel at closing unless doing so
is impracticable.
6. The landowner will accept the standard reserved rights in the NCLWF Conservation Easement
template for the area encumbered by a Conservation Easement held by the State.
7. Historic structures and other buildings, agriculture,use of motor vehicles,maintenance of
existing roads,public parking, and portable toilets may be allowed in the area encumbered by a
Conservation Easement held jointly by Orange County and Eno River Association.
Schedule:
1. The Project must be completed by the Expiration Date. The Fund will not reimburse the Grant
Recipient for costs incurred after the Expiration Date.
2. Submit all invoices and final reports by the Reimbursement Date. The Fund will not accept or
process invoices received after the Reimbursement Date.
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EXHIBIT B
PROJECT BUDGET
NCLWF Matching Total Project
Item Grant Amount Funds' Cost
Property/Conservation Easement/Agreement
Acquisition $111,042 $248,958 $360,000
Transactional Costs2 $0 $24,700 $24,700
Stewardship Endowment' $8,618 $5,132 $13,750
Project Administration' $0 $0 $0
Totals $119,660 $278,790 $398,450
Funding Percentages 30% 70% 100%
Budget Notes:
' Source and dollar amounts of matching funds: local government($276,290);private organization($2,500).
2 Transactional costs include: surveys and legal descriptions; appraisals; Phase I Environmental Site
Assessment; legal fees and closing costs;title insurance; recording fees; ad valorem taxes (Grant Recipient's
portion);and baseline documentation report.
If you request reimbursement for your own organization's work on the baseline documentation report, you
must submit documentation of staff hours and hourly compensation rates (salary and fringe benefits) for
time spent on the report plus actual mileage.
3 Payment for stewardship will be in accordance with Stewardship Contract as referenced in Exhibit H:General
Terms and Conditions.
'If you are requesting Project Administration reimbursement or demonstrating Project Administration
match,you must submit itemized documentation of staff hours and hourly compensation rates (salary and
fringe benefits) for time spent on Project Administration. Only staff time is reimbursable under this line
item.
THE UNDERSIGNED HAS REVIEWED AND APPROVED THE BUDGET.
SIGNATURE: DATE:
NAME: Bonnie Hammersley
TITLE: County Manager
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EXHIBIT C
PRE-FUNDING CHECKLIST FOR LOCAL GOVERNMENTS
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EXHIBIT C.1
ASSURANCES FOR NON-FEDERALLY FUNDED CONTRACTS
The Grant Recipient acknowledges and certifies the following:
1. DEBARMENT AND SUSPENSION - To the best of its knowledge and belief, that the Grant
Recipient and its principals:
(a) are not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any Federal, State,or local government
agency;
(b) have not within a 3-year period preceding this proposal been convicted of or had a civil
judgment rendered against them for commission of fraud or a criminal offense in
connection with obtaining, attempting to obtain,or performing a public(Federal, State, or
local) transaction or contract under a public transaction; violation of Federal or State
antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records,making false statements, or receiving stolen property;
(c) are not presently indicted for or otherwise criminally or civilly charged by a governmental
entity (Federal, State, or local) with commission of any of the offenses enumerated in
paragraph(1)(b)of this certification; and
(d) have not within a 3-year period preceding this application/proposal had one or more public
transactions(Federal, State,or local)terminated for cause or default.
2. LOBBYING-To the best of the Grant Recipient's knowledge and belief,that:
(a) No Federal, State or local government appropriated funds have been paid or will be paid,
by or on behalf of the undersigned,to any person for influencing or attempting to influence
an officer or employee of any Federal, State or local government agency; a member of
Congress, North Carolina's General Assembly or local government body; an officer or
employee of Congress,North Carolina's General Assembly or local government body; or
an employee of a member of Congress, North Carolina's General Assembly or local
government body in connection with the awarding of any Federal, State or local
government contract, the making of any Federal, State or local government grant, the
making of any Federal, State or local government loan, the entering into of any Federal,
State or local government cooperative agreement,and the extension,continuation,renewal,
amendment,or modification of any Federal,State or local government contract,grant,loan,
or cooperative agreement.
(b) If any funds other than Federal, State or local government appropriated funds have been
paid or will be paid to any person for influencing or attempting to influence an officer or
employee of any Federal, State or local government agency; a member of Congress,North
Carolina's General Assembly or local government body; an officer or employee of
Congress,North Carolina's General Assembly or local government body; or an employee
of a member of Congress,North Carolina's General Assembly or local government body
in connection with the Federal, State or local government contract, grant, loan, or
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cooperative agreement, the undersigned shall complete and submit Standard Form-LLL,
"Disclosure Form to Report Lobbying" in accordance with its instructions.
3. DRUG-FREE WORK PLACE REQUIREMENTS—The Grant Recipient will comply by:
(a) Publishing a statement notifying employees that the unlawful manufacture, distribution,
dispensing, possession or use of a controlled substance is prohibited in the Grant
Recipient's workplace and specifying the actions that will be taken against employees for
violation of such prohibition;
(b) Establishing a drug-free awareness program to inform employees about-
(1) The dangers of drug abuse in the workplace;
(2) The Grant Recipient's policy of maintaining a drug-free workplace;
(3) Any available drug counseling,rehabilitation, and employee assistance programs;
and
(4) The penalties that may be imposed upon employees for drug abuse violations
occurring in the workplace;
(c) Making it a requirement that each employee to be engaged in the performance of the grant
be given a copy of the statement required by paragraph(a)above;
(d) Notifying the employee in the statement required by paragraph (a), above, that, as a
condition of employment under the grant,the employee will -
(1) Abide by the terms of the statement; and
(2) Notify the employer of any criminal drug statute conviction for a violation
occurring in the workplace no later than five days after such conviction;
(e) Notifying the agency within ten days after receiving notice under subparagraph (d)(2),
above, from an employee or otherwise receiving actual notice of such conviction;
(f) Taking one of the following actions,within 30 days of receiving notice under subparagraph
(d)(2), above with respect to any employee who is so convicted-
(1) Taking appropriate personnel action against such an employee,up to and including
termination; or
(2) Requiring such employee to participate satisfactorily in a drug abuse assistance or
rehabilitation program approved for such purposes by a Federal, State, or local
health,law enforcement, or other appropriate agency;
(g) Making a good faith effort to continue to maintain a drug-free workplace through
implementation of paragraphs(a), (b),(c), (d), (e),and(f),above.
4. EQUAL EMPLOYMENT — The Grant Recipient will comply with the provisions of the Equal
Employment Practices Act set out in N.C.G.S. Chapter 143,Article 49A.
5. LABOR STANDARDS—The Grant Recipient will comply, as applicable, with the provisions of
the Wage and Hour Act, Occupational Safety and Health Act of North Carolina, Controlled
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Substance Examination Regulation, Retaliatory Employment Discrimination, Safety and Health
Programs and Committees, Workplace Violence Prevention, and other applicable provisions of
N.C.G.S. Chapter 95 regarding labor standards.
6. COMPLIANCE WITH APPLICABLE LAW — The Grant Recipient will comply with all
applicable requirements of all other federal, state and local government laws, executive orders,
regulations and policies governing this program.
As the duly authorized representative of the Grant Recipient, I hereby certify that the Grant Recipient will
comply with the above certifications(Items 1 through 6):
1. Grant Recipient Name&Address: Orange County
PO Box 8181
Hillsborough,NC 27278
2. Typed Name and Title of Authorized Representative: Bonnie Hammersley, County Manager
3. Signature of Authorized Representative:
4. Date:
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EXHIBIT D
PRE-CLOSING CHECKLIST
ACQUISITION OF
FEE SIMPLE AND CONSERVATION EASEMENT
The following documents must be submitted for approval and in compliance with Acquisition
Guidelines available on the website. Grant Recipient takes responsibility for this compliance by
approving all documents provided by vendors prior to submission.
• Funds for acquisition of the Property or Conservation Easement will not be released until
Pre-Closing documents have been reviewed and Grant Recipient has received authorization
to Close in writing; and
• A final Closing date should not be set until Grant Recipient has received authorization to
Close.
1. Appraisal. Two (2) appraisals are required if the fee simple value or the easement value of
the Property is greater than $500,000. If the value of the Property exceeds $500,000, contact the State
Property Office("SPO")regarding instructions on ordering the second appraisal.
Appraisals must meet the following criteria:
• Appraisals must be performed by a North Carolina general certified appraiser and all appraisals
must be summary appraisals in narrative form in accordance with Uniform Standards of
Professional Appraisal Practice.
• The appraisal should reflect the market value of the Property or the Conservation Easement at the
time of purchase by the Grant Recipient.
• Appraisals of the conservation easement should reflect the"before and after"approach, indicating
the value before and after the easement was recorded on the Property.
2. Conservation Easement(s) or Declaration of Restrictive Covenants. The State-owned
Conservation Easement through NCLWF and the match Conservation Easement or Declaration of
Restrictive Covenants,where applicable, shall convey such rights and establish such restrictions on the use
of the Property as may be deemed suitable by NCLWF to accomplish purposes set out in Exhibit A. Any
changes to the standard template for the State-owned Conservation Easement or Declaration of
Restrictive Covenants should be highlighted for review.
3. Assignment of Conservation Easement. The Assignment of Conservation Easement
executed by the Grant Recipient to the State as assignee shall be in the form satisfactory to theNCLWF.
The Grant Recipient shall retain the non-exclusive rights to monitor, observe, and access the Property and
the Conservation Easement area.
4. General Warranty Deed to Grant Recipient(Fee Simple Acquisitions). The description
of the General Warranty Deed to the Grant Recipient must either be metes and bounds or refer to a recorded
map or plat. The General Warranty Deed must indicate that the Grant Recipient will own and possess fee
simple title to the Property, free and clear of any liens, charges, or encumbrances that would materially
affect the use of the Property as set forth in the Grant Contract and the Conservation Easement. Submit
PDFs of the instruments conveying title to the current owners of the subject tracts(s).
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5. Title Insurance.
(a)For Fee Acquisition: The Title Policy must consist of a standard commitment on the form required
by the American Land Title Association to issue a title insurance policy and show that title to the Property is
vested in fee in the owner of the Property and insure the Conservation Easement interest in the State. Neither
the Title Commitment nor the Title Policy shall contain an exception as to matters of survey. They shall provide
for the following:
• Afford coverage to the State for the portion of the Grant used to purchase the Property;and
• Provide affirmative coverage for access over, upon, and across the Property to and from the
Conservation Easement area,and from the Property to a publicly maintained road;and
• Provide that a Closing Protection Letter will be issued to the NCLWF pursuant to NCGS Chapter 58,
Article 26; and
• Indicate whether the Property is subject to any liens and defects.
• Instruments referred to in the title commitment must be submitted.
(b) For Conservation Easement Acquisitions: A Title Commitment must be followed after closing by
a Title Policy showing that title to the Property is vested in the owner of the Property and insure the
Conservation Easement interest. The Title Policy must be issued without exception as to matters of survey,
and shall provide for the following:
• Afford coverage to the State for the portion of the Grant used to purchase the Conservation Easement;
and
• Provide affirmative coverage for access over, upon and across the Property, to and from the
Conservation Easement area,and from the Property to a publicly maintained road;and
• Provide that a Closing Protection Letter will be issued to the NCLWF pursuant to N.C.G.S. Chapter
58,Article 26; and
• Indicate whether the Property is subject to any liens and defects.
• Instruments referred to in the title commitment must be submitted.
6. Survey. Any survey of the Property and/or the Conservation Easement obtained must meet the
following criteria:
• The plat must be in accordance with the latest version of N.C.A.C. Title 21, Chapter 56,
Section.1600 — Standards of Practice for Land Surveying in North Carolina; in particular 21
N.C.A.C. 56.1602(g).
• The plat must be in recordable form, depict a metes and bounds description, and tie the beginning
point of the Conservation Easement to a point on a property boundary line.
• The survey and plat must comply with other requirements found in survey guidelines available on
the NCLWF website.
• One full-sized plat must be submitted in hard copy to the address requested by grant administer
prior to recordation.
7. Phase I Environmental Site Assessment (Optional). The Phase I Environmental Site
Assessment("ESA")shall conform to the requirements of the latest version of American Society for Testing
and Materials ("ASTM") Standard E-1527. NCLWF reserves the right to require the Grant Recipient to
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remedy any concerns prior to or subsequent to Closing. NCLWF must be included as an authorized user
of the ESA. Provide one(1) copy of the report.
8. Baseline Documentation Report(if necessary for future monitoring).Whether a Baseline
Documentation Report is required will be the sole decision of NCLWF and based on an evaluation of the
Project's management and monitoring requirements. The Baseline Documentation Report should be in the
format set forth in NCLWF Stewardship Guidelines,available on the NCLWF website.
9. Settlement Statement. Acquisition contract sales price must align with SPO appraised value(s).
Settlement costs must be substantiated with invoices.
10. Agreements With Other Government Funders. Grant Recipient shall provide NCLWF with a
copy of all agreements with other government funders who are providing assistance for the Project so that
NCLWF is able to ensure that the transaction complies with any requirements imposed by virtue of the
government fenders involvement.
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EXHIBIT E
POST-CLOSING CHECKLIST
Within forty-five(45)business days of Closing,the following documents must be submitted to NCLWF
according to instructions provided on NCLWF website.
1. Title Policy
2. Recorded Survey
3. Easement Boundaries of NCLWF Conservation Easement area-ArcGIS shapefile and .dwg format
4. All recorded conservation easements and other conservations agreements and notices
5. General Warranty Deed
6. Signed Final Baseline Documentation Report(if required)
7. Fully executed settlement statement
8. Final Project Report,via the appropriate form provided on NCLWF website.
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EXHIBIT F
PAYMENT CHECKLIST
For further information on Payment of Grant Funds, see Section 7 of this Grant Contract. The following
must be complete prior to requesting funds fromNCLWF:
1. Contract must be signed by both parties
2. All reporting requirements must be current and documents must be on file withNCLWF. These
include:
a. Pre-funding documents listed on Exhibit C
b. NCLWF quarterly progress reports
c. Audits as required by the Uniform Administration of State Grants
3. Invoices for both NCLWF funds AND all matching funds expenditures must be uploaded via the
Fund's online grants management system when requesting funds. All invoices and supporting
documentation to substantiate costs must meet the following conditions:
a. be FROM vendors/contractors TO the Grant Recipient
b. be dated after the NCLWF Award Approval Date for reimbursement or, if dated prior to
the NCLWF Award Approval Date,be requested as match if approved as match at the time
of grant award
c. Statement of Staff Time on NCLWF form
4. If Closing costs are requested, all Pre-Closing documents must be submitted and approved by The
Fund prior to release of funds for acquisition of property or conservation easements.
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EXHIBIT G
ADDITIONAL DEFINITIONS
The definitions set forth in N.C.G.S. Chapter 143C shall apply to this Grant Contract except as otherwise
provided herein below. The definitions provided by 09 N.C.A.C. 03M shall apply to this Grant Contract to
the extent they are not in conflict with N.C.G.S. Chapter 143C or this Grant Contract. In the event of
conflict between or among definitions, N.C.G.S. Chapter 143C shall control over 09 N.C.A.C. 03M, and
this Grant Contract shall control over N.C.G.S. Chapter 143C.
(1) For purposes of this Grant Contract, a "Grantee," as defined in N.C.G.S. §143C-6-23, and
"Recipient," as defined in 09 NCAC 03M .0102 and applicable to 09 N.C.A.C. 03M, shall be
referred to as the "Grant Recipient." and the term"Grantee" shall mean and refer to an entity that
is the recipient of an interest in real property.
(2) For purposes of this Grant Contract, a "Subgrantee," as defined in N.C.G.S. §143C-6-23, and
"Subrecipient," as defined in 09 NCAC 03M .0102 and applicable to 09 N.C.A.C. 03M, shall be
referred to as a"Sub-grant Recipient."
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EXHIBIT H
GENERAL TERMS AND CONDITIONS
(These General Terms and Conditions may be modified by Special Conditions in Exhibit A,and it should
be reviewed for possible modifications to these General Terms and Conditions.)
A. Affirmative Covenants
1. Title. If the property right to be acquired is fee title, Grant Recipient shall acquire good and
marketable title to the Property free and clear of any liens,other charges or encumbrances that would materially
affect the use of the Property as intended under this Grant Contract. The General Warranty Deed shall convey
such rights and establish such restrictions on use as may be deemed by the Fund suitable to accomplish the
purposes set out in Exhibit A. Outstanding mineral rights are not an acceptable exception to title unless
specifically approved by the Fund's Board of Trustees.
2. Conservation Easement. If the property right to be acquired is a conservation easement,Grant
Recipient shall obtain a valid and enforceable Conservation Easement,and assure that the Seller has possession
and ownership,free and clear of any liens,other charges or encumbrances that would materially affect the use
of the Property as intended under the Conservation Easement. The Grant Recipient will be the holder of the
Conservation Easement and will then immediately assign the Conservation Easement to the State by and
through the Fund or continue to hold the Conservation Easement, based onNCLWF's evaluation of the
Project's management or monitoring requirements. Whether the Grant Recipient will immediately assign or
hold the Conservation Easement will be the sole decision ofNCLWF. The Conservation Easement shall convey
such rights and establish such restrictions on use as may be deemed by the Fund or the State suitable to
accomplish the purposes set out in Exhibit A and indemnifications satisfactory to the Fund. Grant Recipient
covenants that it will monitor the Property for compliance with the restrictions on use contained in the
Conservation Easement and will report any observed or suspected violations to the Fund.
3. No Miti ag tion. Grant Recipient shall not use the Property or any portion thereof to satisfy
compensatory mitigation requirements under 33 USC § 1344 or N.C.G.S. §143-214.11.
4. Right of Entry and Inspections.The Grant Recipient shall permitNCLWF's representatives
to enter the Property for inspection of the Property and to enter any other premises of the Grant Recipient
associated with the activities of the Grant Recipient pursuant to the Grant, including to review books and
records in any way related to the Grant or the Property.
5. Retention, Operation, Maintenance and Use. Grant Recipient agrees to carry out the
Acquisition as approved by the Fund.The Grant Documents and accompanying or related plans,specifications,
estimates,procedures and maps submitted to the Fund by the Grant Recipient are the foundation of this Grant
Contract. Only changes deemed non-material in type by the Executive Director of the Fund may be made
without the consent of the Fund's Board of Trustees. Furthermore, Property interests acquired with Grant
assistance from the Fund shall be used for the purposes identified in the Grant Contract, and Grant Recipient
hereby agrees to file or record such restrictions as may be required to assure such continued use and the
continued validity of any Conservation Easement,if applicable.
6. Si�nage. IfNCLWF's approval of this Project allows public access to and/or public
education activities at the Project site,the Grant Recipient shall post signs provided by NCLWF at the
public areas such as,but not limited to,trail heads,parking areas,kiosks, and boat ramps. The signs shall
be posted in number,location, and manner satisfactory toNCLWF. Grant Recipient may provide the
signs, and the signs must acknowledge NCLWF as a funding partner,conform toNCLWF's sign policies
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posted on its website,and be approved byNCLWF. NCLWF reserves the right to provide signs to Grant
Recipient to post at the Project site.
7. Publicity. To the extent possible, the Grant Recipient will use its best efforts to
appropriately publicize the Project's benefits to the general public, local government and state
representatives, including the role of the Fund in the funding and development of the project.
8. Conflicts of Interest. Grant Recipient shall at all times comply with Grant Recipient's conflict
of interest policy.
9. Compliance with Reporting Requirements. Grant Recipient shall comply with the reporting
requirements contained in Section 9 of the Grant Contract, and in N.C.G.S. Chapter 143C, Article 6, Part 3,
and 09 N.C.A.C. Subchapter 03M-Uniform Administration of State Grants, including audit oversight by the
Office of the State Auditor,the provision of access to the accounting records by both the funding entity and
the Office of the State Auditor in accordance with N.C.G.S. §147-64.7,and availability of audit work papers
in the possession of any auditor of any recipient of State funding. If a Grant Recipient has not met these
reporting requirements and fails to submit revised reports in accordance with a grantor agency
determination letter, the grantor agency shall suspend further payments to the Grant Recipient and report
the Grant Recipient to the Office of the State Auditor and the Office of the State Controller.
10. Books and Records. Grant Recipient agrees to maintain and make available for inspection
by the Fund,at all reasonable times,all documents,books,and records of all expenditures for costs applicable
to this Grant Contract,and to submit properly certified billings for such costs on forms prescribed by the Fund
and supported by detailed data sheets which will facilitate the audit of the Grant Recipient's records. Further,
Grant Recipient shall maintain all Grant records for a period of five (5) years or until all audit exceptions
have been resolved,whichever is longer.
11.Additional Requirements. Grant Recipient shall comply with all legal requirements applicable to
the use of the Grant funds.
12. Permits and Approvals. All required regulatory approvals to use the Property and the
Conservation Easement area in accordance with Exhibit A have or will be obtained.
13. Stewardship. If the Project includes the recordation of a Conservation Easement, Grant
Recipient acknowledges and agrees to the following terms and conditions regarding stewardship of the
Conservation Easement:
a) Regardless of whether the State is the Grantee of the Conservation Easement,the Grant Recipient
shall monitor and observe the Property and the Easement Area at least annually in perpetuity unless
otherwise set forth on Exhibit B of this Grant Contract;and
b) The purpose of such stewardship shall be to assure compliance with the purposes and provisions
of the Grant Contract,as set forth in Exhibit A,and the Conservation Easement;and
c) Unless otherwise set forth on Exhibit B of this Grant Contract,Grant Recipient will report on the
condition of the Easement Area or provide for such reporting to the Fund no less frequently than
once a year;and further will report immediately to the Fund any observed and/or known violations
of the Conservation Easement or the Grant Contract;and
d) Any associated stewardship monies awarded under the Grant Contract will be administered
pursuant to N.C.G.S. § 143B-135.236,N.C.G.S. § 147-69.2,and N.C.G.S. § 147-69.;and
e) The Parties shall enter into a separate written Stewardship Contract setting forth the terms and
conditions of the stewardship obligation including invoicing and payment. Such separate
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Stewardship Contract may be assignable by either Party with the prior written consent of both
Parties,but only to an entity that is qualified to receive a grant from the Fund,is a qualified holder
of conservation easements under the Uniform North Carolina Conservation and Historic
Preservation Agreements Act,(N.C.G.S. Chapter 121,Article 4), or any successor statute,and is
a qualified organization as that term is defined in 26 U.S.C. § 170(h)(3) of the Internal Revenue
Code(the"Code"), as amended, or any successor section, and the regulations promulgated there
under the Code, which is organized or operated primarily for one of the conservation purposes
specified in 26 U.S.C. § 170(h)(4)(A)of the Code.
Stewardship funds in this Grant Contract will not be paid out under this Grant Contract but will be transferred
to the Office of the State Treasurer for investment in theNCLWF's N.C. Conservation Easement Endowment
Fund at the closing of this Grant Contract.
B. Representations and Warranties
In order to induce the Fund to enter into this Grant Contract and to make the Grant as herein provided,
the Grant Recipient,after reasonable inquiry,makes the following representations,warranties and covenants,
which shall remain in effect after the execution and delivery of this Grant Contract and the other Grant
Documents,any inspection or examinations at any time made by or on behalf of the Fund,and the Acquisition
by the Grant Recipient:
1. No Actions. There are no actions, suits, or proceedings pending, or to the knowledge of the Grant
Recipient threatened against or affecting the Grant Recipient before any court, arbitrator,or governmental or
administrative body or agency which might affect the Grant Recipient's ability to observe and perform its
obligations under this Grant Contract.
2. No Untrue Statements. Neither this Grant Contract nor any information,certificate,statement,or other
document furnished by Grant Recipient in connection with the Grant, contains any untrue statement of a
material fact or omits disclosure of a material fact which affects the Property, any subsequent Conservation
Easement on the Property or the ability of the Grant Recipient to perform under this Grant Contract.
3. Zoning. The present and proposed use of the Property, including,without limitation,the purpose of
the Conservation Easement, is in compliance with all zoning ordinances, and all municipal and other
governmental and regulatory approvals have been or will be obtained for the use and for operation of the
Property according to this Grant Contract.
4. Environmental Condition of Property. The Parties acknowledge that, as of the Effective Date of this
Contract, the Grant Recipient may not yet have received the ESA. Accordingly, the Grant Recipient
warrants,represents and covenants to the Fund that to the best of its knowledge as of the Effective Date: (a)the
Property is and at all times hereafter will continue to be in full compliance with all federal, state and local
environmental laws and regulations; (b) there are no hazardous materials, substances, wastes or other
environmentally regulated substances(including,without limitation,any materials containing asbestos)located
on, in or under the Property or used in connection therewith; (c)there is no environmental condition existing
on the Property that may prohibit or impede use of the Property for the purposes set forth in this Grant Contract;
and(d)the Grant Recipient will not allow such uses or conditions.
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5. Access. There is,or shall be by the date of Closing,legal access to the Property from a public roadway,
and access over,upon and across the Property to and from the easement area. If the Property is surrounded by
water,there is access to the Property from the waters of the State.
6. Tax Exempt Status. As applicable,the Grant Recipient shall maintain tax-exempt status under Section
501(c) (3) of the Internal Revenue Code of 1986, as amended(or any successor section) and the regulations
promulgated there under(the"Code")and shall notify the Fund within thirty(30)days upon any change in its
status under the Code.
C. Termination;Events of Default
1. Termination by Mutual Consent. The Parties may terminate this Grant Contract by mutual written
consent with sixty(60)days prior notice,or as otherwise provided by law.
2. Termination for Cause. The happening of any of the following,after the expiration of any applicable
cure period without the cure thereof, shall constitute an event of default("Event(s) of Default")by the Grant
Recipient of its obligations to the Fund,and shall entitle the Fund to exercise all rights and remedies under this
Grant Contract and as otherwise available at law or equity:
(a) Property Unsuitable.A determination by the Fund,prior to the date of Closing that the Property is
unsuitable for the purpose for which this Grant contract is made.
(b) Unsuitable Use.The Property is used in a manner materially inconsistent with the purposes of this
Grant Contract or the Conservation Easement that Grant Recipient agrees to obtain in accordance
with this Grant Contract.
(c) Default in Performance. The default by the Grant Recipient in the observance or performance of
any of the terms, conditions or covenants of the Grant Contract, including, without limitation, a
failure to satisfy any condition precedent to disbursement or reimbursement set forth in conditions
5 and 6 thereof,provided,however,that no such default shall occur until the Grant Recipient has
been given written notice of the default and thirty (30) days from the date of receipt of written
notice in which to cure said default.
(d) Misrepresentation. If any representation or warranty made by the Grant Recipient in connection
with the Grant or any information, certificate, statement or report heretofore or hereafter made
shall be untrue or misleading in any material respect at the time made.
(e) Eligibility of Grant Recipient. If Grant Recipient ceases to be qualified to receive Grant funds,is
dissolved,or otherwise ceases to exist.
(f) Failure to Monitor Conservation Easement. If the Grant Recipient fails to notify the Fund of any
potential violation of the Conservation Easement within a reasonable period of time so as to avert
or cure any potential violation.
D. The Fund's Rights and Remedies
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If an Event of Default shall occur,the Trust Fund shall have the following rights and remedies, all of
which are exercisable at the Trust Fund's sole discretion,and are cumulative,concurrent and independent rights:
1. Default Prior to Closing. If an Event of Default occurs prior to the date of Closing,the Fund may, at
its discretion, suspend and/or terminate all obligations of the Fund hereunder and Grant Recipient shall
immediately refund all money previously paid to the Grant Recipient under this Grant Contract. If in the
judgment of the Fund, such failure was due to no fault of the Grant Recipient,amounts required to resolve, at
minimum costs,any irrevocable obligations properly incurred by Grant Recipient shall,in the discretion of the
Fund,be eligible for reimbursement under this Grant Contract.
2. Default Subsequent to Closing.
(a) If an Event of Default occurs subsequent to Closing of a Conservation Easement assigned
to the State, the Fund or State shall be entitled to maintain and enforce its rights under the Conservation
Easement, in which case the Fund shall have no right to receive any reimbursement, refund or repayment
of any money paid Grant Recipient under this Grant Contract.
(b) If an Event of Default occurs subsequent to the Closing and Grant Recipient has received
title to the Property, then the Grant Recipient shall convey and transfer to the State or designee all its
underlying fee simple title to the Property,by general warranty deed,free and clear of any liens,charges or
encumbrances that would materially affect the use of the Property as set forth in the Conservation Easement,
in which case the Fund shall have no right to receive any reimbursement, refund, or repayment of any
money paid to Grant Recipient under this Grant Contract.
(c) If an Event of Default occurs subsequent to the Closing and the Grant Recipient holds the
Conservation Easement,the Fund and State may seek to obtain title to the Conservation Easement in order
to preserve or protect its interest in the Property; or the Fund may suspend and/or terminate all obligations
of the Fund hereunder, and the Grant Recipient shall immediately return to the Fund all money previously
paid to the Grant Recipient under this Grant Contract.
(d) If an Event of Default occurs subsequent to Closing and a third party has received the
Conservation Easement,the Fund and State may seek to obtain title to the Conservation Easement in order
to preserve or protect its interest in the Property; or the Fund may suspend and/or terminate all obligations
of the Fund hereunder, and the Grant Recipient shall immediately return to the Fund all money previously
paid to the Grant Recipient under this Grant Contract.
3. Non-waiver. No delay,forbearance,waiver, or omission of the Fund to exercise any right,power or
remedy accruing upon any Event of Default shall exhaust or impair any such right,power or remedy or shall
be construed to waive any such Event of Default or to constitute acquiescence therein. Every right,power and
remedy given to the Fund may be exercised from at any time and as often as may be deemed expedient by the
Fund.
E. Miscellaneous
1. Modification. This Grant Contract may be rescinded,modified or amended only by written agreement
executed by all Parties.
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2. Benefit. This Grant Contract is made and entered into for the sole protection and benefit of the Fund,
the State and the Grant Recipient,and their respective successors and assigns,subject always to the provisions
of paragraph E.6 of this Exhibit H. Except for the State,there shall be no third-party beneficiaries to this Grant
Contract.
3. Further Assurance. In connection with and after the payment of Grant funds under this Grant Contract,
upon the reasonable request of the Fund,the Grant Recipient shall execute,acknowledge and deliver or cause
to be delivered all such further documents and assurances, and comply with any other requests as may be
reasonably required by the Fund or otherwise appropriate to carry out and effectuate the Grant as contemplated
by this Grant Contract and the purposes of the Conservation Easement.
4. Compliance by Others. The Grant Recipient shall be responsible for compliance with the terms of this
Grant Contract by any Sub-grant Recipient,including but not limited to,a political subdivision,public agency,
or qualified non-profit organization to which funds or obligations are transferred, delegated or assigned
pursuant to this Grant Contract. Delegation by the Grant Recipient to a Sub-grant Recipient of any duty or
obligation hereunder does not relieve the Grant Recipient of any duty or obligation created hereunder. Failure
by such Sub-grant Recipient to comply with the terms of this Grant Contract shall be deemed failure by the
Grant Recipient to comply with the terms of this Grant Contract. Any such delegation of duties or obligations
shall be in writing, signed by the Grant Recipient and Sub-grant Recipient, shall be in accordance with
paragraph E.8 of this Exhibit H, and shall contain an affirmative covenant by the Sub-grant Recipient that it
shall abide by the rules set forth in Title 09, Subchapter 03M of the North Carolina Administrative Code.
5. Independent Status of the Parties. The Parties are independent entities and this Grant Contract shall
not create a partnership or joint venture between the Parties. Further,the Grant Contract shall not in any way
be interpreted or construed as making the Grant Recipient, its agents or employees, to be agents or
representatives of the Fund. The Grant Recipient is and shall be an independent contractor in the
performance of this Grant Contract and as such shall be wholly responsible for the work to be performed
and for the supervision of its agents and employees. In no event shall the Fund be liable for debts or claims
accruing or arising against the Grant Recipient. The Grant Recipient represents that it has, or shall secure at
its own expense, all personnel required in the performance of this Grant Contract. Such employees shall not
be employees of,nor have any individual contractual relationship with,the Fund.
6. Indemnity. The Grant Recipient agrees, to the fullest extent permitted by law, to release, protect,
indemnify and hold harmless the State,the Fund,its Trustees,employees, agents and assigns against any and
all claims,losses,liabilities,damages,and costs,including reasonable attorney fees,which result from or arise
out of. (a) damages or injuries to persons or property caused by the negligent acts or omissions of Grant
Recipient,its employees,or agents in use or management of the Property;(b)use or presence of any hazardous
substance,waste or other regulated material in,under or on the Property; or(c)the performance of the Grant
Recipient's duties under this Grant Contract. The obligations under this Section are independent of all other
rights or obligations set forth herein. This indemnity shall survive the disbursement of the Grant funds,as well
as any termination of this Grant Contract.
7. No Discrimination. The Grant Recipient shall assure that no person will be excluded from
participation in,be denied the benefits of,or be subject to discrimination under any program or activity covered
by this Grant Contract solely on the grounds of race,color,age,religion,sex or national origin.
8. Binding Effect,Contract Assignable. The terms hereof shall be binding upon and inure to the benefit
of the successors, assigns, and personal representatives of the Parties; provided, however, that the Grant
Recipient may not assign this Grant Contract or any of its rights, interests, duties or obligations hereunder or
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any Grant proceeds or other moneys to be advanced hereunder in whole or in part without the prior written
consent of the Fund,which may be withheld for any reason and that any such assignment(whether voluntary
or by operation of law)without said consent shall be void. In the event assignment is allowed,neither the Grant
Recipient nor the Sub-grant Recipient shall be relieved of any of the duties and responsibilities of the Grant
Contract. Further, the Sub-grant Recipient shall agree to abide by the all the requirements of this Grant
Contract,and to provide all information needed in order for the Grant Recipient to comply with this Grant
Contract.
9. Governing Law, Construction and Jurisdiction. This Grant Contract and all matters relating thereto
shall be governed by and construed and interpreted in accordance with the laws of the State of North Carolina,
notwithstanding the principles of conflicts of law. The headings and section numbers contained herein are for
reference purposes only. The terms of this Grant Contract shall be construed according to their plain meaning,
and not strictly construed for or against either party hereto. The Grant Recipient hereby submits to the
jurisdiction of the state and Federal courts located in North Carolina and agree that the Fund may,at its option,
enforce its rights under the Grant Contract in such courts.
10. Savings Clause. Invalidation of any one or more of the provisions of this Grant Contract, or portion
thereof,shall in no way affect any of the other provisions hereof and portions thereof which shall remain in full
force and effect.
11. Additional Remedies. Except as otherwise specifically set forth herein, the rights and remedies
provided hereunder shall be in addition to, and not in lieu of, all other rights and remedies available in
connection with this Grant Contract.
12. Survival. Where any representations,warranties,covenants,indemnities or other provisions contained
in this Grant Contract and/or any of the Grant Documents,by its context or otherwise, evidences the intent of
the Parties that such provisions should survive the Closing or termination of this Grant Contract,the provisions
shall survive the Closing or any such termination.
13. Entire Grant Contract; Incorporation of Exhibits. This Grant Contract constitutes the entire Grant
Contract between the Parties with respect to the subject matter hereof. All recitals, exhibits, schedules and
other attachments hereto are incorporated herein by reference.
14. Headings. The headings of the various sections of this Grant Contract have been inserted for
convenience only and shall not modify,define,limit or expand the express provisions of this Grant Contract.
15. Time of the Essence. Time is of the essence in the performance of this Grant Contract.
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