HomeMy WebLinkAbout2024-288-E-County Mgr-Memorandum of Agreement-Orange County Extension Master GardenerMemorandum of Agreement
THIS AGREEMENT, made and entered into the 17th day of May 2024, (“Effective Date”)
by and between the County of Orange, a political subdivision of the State of North
Carolina, Post Office Box 8181, Hillsborough, North Carolina, 27278, (“County”) and
Master Gardener Volunteer Association of Orange County North Carolina
(“Association”) Employer Identification Number 99-1772233, located at P.O. Box 8181,
Hillsborough, North Carolina 27278.
WITNESSETH
Whereas, the Orange County Extension Master Gardener℠ program recruits, trains,
and engages people to serve as volunteer educators who strengthen Extension’s
delivery of science-based horticultural knowledge to North Carolinians.
And Whereas, the Orange County Extension Master Gardener℠ program connects
people with the benefits of consumer horticulture through resear ch-based information,
educational programming, and community outreach that empowers North Carolinians to
cultivate healthy plants, landscapes, ecosystems, and communities.
And Whereas, in the interest of furthering the Orange County Extension Master
Gardener℠ program, volunteers of the Orange County Extension Master Gardener
Program formed a non-profit 501(c)(3) to attain eligibility to receive philanthropic grants
from potential partners in support of new and ongoing gardening demonstration projects
administered by the Orange County Extension Master Gardener℠ program.
And Whereas, 501(c)(3) classification is necessary in order to meet eligibility
requirements for many grants and to further the community development work of
volunteers;
And Whereas, the County currently houses and manages funds collected by the Orange
County Extension Master Gardener℠ program volunteers from previous fundraisers and
events that support the projects of the Orange County Extension Master Gardener℠
program;
NOW, THEREFORE, in consideration of the above and the mutual covenants and
conditions hereafter set forth, the County and the Association agree as follows:
1. Term of the Agreement.
This Agreement shall be effective as of May 17, 2024, and the agreement shall
be ongoing until such a time all funds for transfer described in this Agreement are
transferred and exhausted.
2. Transfer of Funds.
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a. The County will transfer all Orange County Extension Master Gardener℠
funds from County Fund 81-240708 to the Association. The funds to be
transferred are not commingled with any Orange County funds, have been
raised and collected exclusively by the Association, and total
approximately twenty-six thousand dollars ($26,000). The County is not
obligated to transfer any funds other than Association funds.
b. To ensure funds are spent appropriately in furtherance of the shared
mission of the Orange County Extension Master Gardener℠ program and
the Association, the Association will store these funds separate from other
funds belonging to the Association in order to accurately track use of these
funds transferred to the Association by the County.
i. Funds may be expended on the following priorities:
1. Supplies for meetings, educational programs, and field study
trips hosted by the Association.
2. Purchasing equipment, stock plants, and other supplies to
support Association plant sales and fundraisers.
3. Supplies supporting installations and maintenance at
demonstration gardens maintained by the Association
including, but not limited to, the Davis Center Demonstration
Gardens and the Tarleton & Bonnie B Davis Memorial 4-H
Youth Garden.
4. Covering costs associated with maintenance of the 501(c)(3)
non-profit status such as filing taxes and other required
forms from the Internal Revenue Service.
ii. Funds may not be used to pay any personal expenses of
Association members or officers.
iii. To the extent possible funds shall be expended according to the
Association budgets as described in Exhibit 1, attached hereto.
c. Until all county-transferred funds are exhausted, the non-profit will be
required to undergo a biannual audit of funds.
i. Audit will be completed internally by Orange County Cooperative
Extension. The County Extension Director, Administrative
Assistant, and one other Cooperative Extension staff member
appointed by the County Extension Director will serve as the audit
team.
ii. Association agrees to allow the County to inspect its financial books
and records upon reasonable notice during normal working hours.
iii. Should irregularities be found in the audit by the audit team, the
County Extension Director will consult with the County Finance
Officer regarding additional audits and improvements for fund
management.
iv. Should the County deem that funds are not being managed
properly and being used to further the shared mission of the
Orange County Extension Master Gardener℠ program and the
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Association, the County has the right to request return of any
remaining funds to the County. Funds will be returned to County
within 30 days of the most recent audit.
d. By transferring these funds, this will allow the Association to manage their
funds in support of its members, Master Gardener℠ projects and
installations, and educational outreach programming.
3. Responsibilities of the County.
a. Cooperation and Coordination. The County has designated Mart
Bumgarner (Orange County Cooperative Extension Agent for Horticulture)
to act as the County’s representative with respect to this agreement who
shall have the authority to render decisions within guidelines established
by the County Manager, County Board of Commissioners, or County
Extension Director, and who shall be available during working hours as
often as may be reasonably required to render decisions and to furnish
information.
4. General Provisions.
a. Governing Law. This Agreement and the duties, responsibilities,
obligations and rights of respective parties hereunder shall be governed
by the laws of the State of North Carolina. By executing this Agreement,
Association affirms Association is and shall remain in compliance with
Article 2 of Chapter 64 of the North Carolina General Statutes. By
executing this Agreement, Association certifies that Association has not
been identified, and has not utilized the services of any agent or
subcontractor identified, on the list created by the State Treasurer
pursuant to G.S. 147-86.58. By executing this Agreement Association
certifies that Association has not been identified, and has not utilized the
services of any agent or subcontractor identified, on the list created by the
State Treasurer pursuant to G.S. 147-86.81.
b. Non-Discrimination. Master Gardeners agrees as part of consideration
of the transfer of funds by Orange County to parties hereto for themselves,
their agents, officials, employees and servants agree not to discriminate in
any manner of these basis of race, color, gender, national origin, age ,
handicap, religion, sexual orientation, familial status or veterans status
with reference to any activities carried out by the recipient, no matter how
remote. The parties hereto further agree in all respects to conform to the
provision and intent of Orange County Civil Rights Ordinance, as
amended and the Orange County Non-discrimination Policy, which is
incorporated herein by reference and can be viewed at
http://www.orangecountync.gov/. The County may enforce this provision
by an action for specific performance, injunctive relief, or other remedy as
by law provided; this provision shall be binding on the recipient, the
successors and assigns of the parties hereto with reference to the above
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subject manner. In addition, Association agrees to abide by the N.C.
Cooperative Extension Nondiscrimination Statement and not discriminate
on the basis of race, color, national origin, age, sex (including pregnancy),
disability, religion, sexual orientation, gender identity, genetic information,
political affiliation, and veteran status.
c. Dispute Resolution. Any and all suits or actions to enforce, interpret or
seek damages with respect to any provision of, or the performance or non -
performance of, this Agreement shall be brought in the General Court of
Justice of North Carolina sitting in Orange County, North Carolina. It is
agreed by the parties that no other court shall have jurisdiction or venue
with respect to such suits or actions. Binding arbitration may not be
initiated by either Party, however, the Parties may agree to nonbinding
mediation of any dispute prior to the bringing of such suit or action.
d. Severability. All clauses found herein shall act independently of each
other. If a clause is found to be illegal or unenforceable, it shall have no
effect on the other provision of this Agreement. It is understood by the
parties hereto that if any part, term or provision of this Agreement is by the
Courts held to be illegal or in conflict with any laws of the State of North
Carolina or the United States, the validity of the remaining portions or
provisions shall not be affected, and the rights and obligations of the
parties shall be construed and enforced as if the Agreement did not
contain the particular part, term or provision held to be invalid.
e. Entire Agreement. This Agreement represents the entire and integrated
agreement between the County and the Master Gardeners and
supersedes all prior negotiations, representations or agreements, either
written or oral. This Agreement may be amended only by written
instrument signed by both parties. Modifications may be evidenced by
facsimile signatures.
f. Notices. Any noticed required by this Agreement shall be in writing and
delivered by certified or registered mail, return receipt required to the
following:
Orange County Government Master Gardener Volunteer Association
of Orange County North Carolina
Attention: County Extension Director Attention: Corinne Powell
P.O. Box 8181 P. O. Box 8181
Hillsborough, NC 27278 Hillsborough, NC 27278
Email: jcsmit16@ncsu.edu Email: ocmgardeners@gmail.com
IN WITNESS WHEREOF, Orange County and the Master Gardener Volunteer
Association of Orange County North Carolina have signed this Agreement, effective on
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the last date this Agreement is signed by both parties as indicated by the dates set forth
under signatures below.
For and on behalf of Master Gardener Volunteer Association of Orange County North
Carolina
_______________________ ______________
Corinne Powell, Chair Date
For and on behalf of Orange County Government.
_______________________________ ______________
Bonnie Hammersley, County Manager Date
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5/20/2024
5/21/2024