HomeMy WebLinkAboutOTHER-2024-094-NC Department of Natural and Cultural Resources Grant – America 250 Program oA VV 6 (2� � 901Aw * LL � C) LALL q 00� vk� 0
Docusign Envelope ID : 188791D77-5A624A92-AKMID1BA913C1362
Grant Contract
This grant contract (" Contract") is hereby entered into by and between the North Carolina Department
of Natural and Cultural Resources (the " Agency") and Orange County, NC (the "Grantee") (referred to
collectively as the "Parties ") .
Grantee Information :
Federal Tax ID # : 5 & 6000327
Address : 300 W Tryon Street, PO Box 8181 , Hillsborough, NC 27278
Source of Funds : State Appropriation, America 250 North Carolina
Account Information : 105106 56GO0218 46001AC
Fiscal Year End Date : June 30
Amount of Grant Award : $ 10 , 000
The Parties agree to be bound by the terms , promises , and any other requirements appearing either
directly or by reference in this Contract, as well as in the following documents , which are incorporated
herein by reference, as though fully set forth herein :
1 ) The Scope of Work, description of services (Attachment A)
2) The line -item budget (Attachment B )
3 ) Notice of Certain Reporting and Audit Requirements (Attachment C)
DEFINITIONS
Except as otherwise provided in the Contract documents , the terms below shall have the following
meanings in this Contract .
" Agency " means the North Carolina Department of Natural and Cultural Resources .
" Audit " means an examination of records or financial accounts to verify their accuracy .
" Certification of Compliance " means a report provided by the Grantee to the Agency that states that the
Grantee has met the reporting requirements established by this Contract and included as a statement of
certification by the Agency as part of the Grantee reporting package .
" Compliance Supplement " refers to the North Carolina State Compliance Supplement, maintained by
the State and Local Government Finance Agency within the North Carolina Department of State
Treasurer that has been developed in cooperation with agencies to assist the local auditor in identifying
program compliance requirements and audit procedures for testing those requirements .
Deliverables ) means any tangible and original works of authorship created by or on behalf of Grantee
under the Contract .
"Director of State Budget" means the State Budget Director of North Carolina .
" Fiscal Year" means the annual operating year of the non- State entity.
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" Financial Statement" means a report providing financial statistics relative to a given part of an
organization' s operations or status .
" Grant" means financial assistance provided by DNCR to an eligible grantee to carry out the activities
and purpose identified in this Contract .
"Grantee" means an entity that receives State financial assistance .
"Non- State Entity" has the meaning in G . S . 143C - 14 (d) ( 18 ) .
" Single Audit" means an audit that includes an examination of an organization' s financial statements ,
internal controls , and compliance with the requirements of Federal or State awards .
" State financial assistance " means State funds disbursed as a grant, cooperative agreement, non -cash
contribution, food commodities , or direct appropriation to a grantee or subrecipient as defined in this
Contract .
" Special Appropriation " means a legislative act authorizing the expenditure of a designated amount of
public funds for a specific purpose .
" State Funds " means any funds appropriated by the North Carolina General Assembly or collected by
the State of North Carolina. State funds include federal financial assistance received by the State and
transferred or disbursed to non- State entities . Both Federal and State funds maintain their identity as
they are disbursed as financial assistance to other organizations .
" Subrecipient" means a non- State entity that receives State financial assistance from a Grantee to carry
out part of a State program; but does not include an individual that is a beneficiary of such program .
GENERAL TERMS AND CONDITIONS
1 . Choice of Law : The validity of this Contract and any of its terms or provisions , as well as the rights
and duties of the Parties to this Contract, are governed by the laws of North Carolina . The Grantee, by
signing this Contract, agrees and submits , solely for matters concerning this Contract, to the exclusive
jurisdiction of the courts of North Carolina and agrees , solely for such purpose , that the exclusive venue
for any legal proceedings shall be Wake County, North Carolina . The place of this Contract and all
transactions and understandings relating to it, and their situs and forum, shall be Wake County, North
Carolina, where all matters shall be determined .
2 . Grantee ' s Duties : The Grantee shall provide the services as described in Attachment A, Scope of Work
and Description of Services and in accordance with the approved budget in Attachment B . The Grantee
may make line-item adjustments of less than ten percent ( 10 %) for budgeted expenditures without prior
approval from the Agency, except if the adjustment would exceed the total grant amount .
For line -item adjustments of ten percent ( 10 %) or more for budgeted expenditures , the Grantee shall
submit a written request for approval to the Agency and include a justification for the adjustment . Line -
item adjustments requiring approval shall be effective only upon a dually executed amendment between
the parties , in accordance with the terms of this Contract .
Amendments executed under this Paragraph shall include the new line -item adjustment( s) (Attachment
B) and any changes in the Scope of Work and Description of Services (Attachment A) related to the
duties and services affected by the line-item adjustment . An amendment that fails to comply with the
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requirements of this Paragraph shall not be binding upon the parties . A violation of this Paragraph shall
constitute a material breach and shall entitle the Agency to terminate the contract and pursue all rights
and actions available to it under the law .
3 . Grant Payments : Grant payments will be remitted based on the payment schedule included in Line -
Item budget and Narrative (Attachment B) . Upon successful submission of the grant report outlined in
the payment schedule, Grantee may submit to Agency a request for payment according to the schedule .
4 . No Employment Relationship Between State and Grantee : The Grantee is and shall be wholly
responsible for the performance of this Contract and as such shall be wholly responsible for the work
to be performed and for the supervision of its employees in the performance of this Contract . The
Grantee ' s performance of this Contract does not create or establish any employment relationship , joint
venture, or partnership between the Grantee and the State or the Agency. The Grantee represents that
it has , or shall secure at its own expense, all personnel required to perform the services under this
Contract . ' Such personnel of Grantee shall not be employees of, or have any individual contractual
relationship with, the State or the Agency .
5 . Assignment : No assignment of the Grantee ' s obligations or the Grantee ' s right to receive payment
hereunder shall be permitted. However, upon written request approved by the Agency, the Agency may :
(a) Forward the Grantee ' s payment check(s) directly to any person or entity designated by the Grantee ;
or
(b) Include any person or entity designated by Grantee as a joint payee on the Grantee ' s payment
check( s) .
In no event shall such approval and action obligate the Agency to anyone other than the Grantee and
the Grantee shall remain responsible for fulfillment of all contract obligations .
6 . Beneficiaries : Except as otherwise provided herein, this Contract shall inure to the benefit of and be
binding upon the Parties hereto and their respective successors . It is expressly understood and agreed
that the enforcement of the terms and conditions of this Contract, and all rights of action relating to
such enforcement, shall be strictly reserved to the Agency and the named Grantee . Nothing contained
in this document shall give or allow any claim or right of action whatsoever by any other third person .
It is the express intention of the Agency and Grantee that any such person or entity, other than the
Agency or the Grantee , receiving services or benefits under this Contract shall be deemed an incidental
beneficiary only .
7 . Indemnification : To the extent permitted by law, the Grantee shall hold and save the State , its officers ,
agents , and employees , harmless from liability of any kind, including all claims and losses accruing or
resulting to any other person, firm, or corporation furnishing or supplying work, services , materials , or
supplies, in connection with the performance of this Contract, and from any and all claims and losses
accruing or resulting to any person, firm, or corporation that may be injured or damaged by the Grantee
in the performance of this Contract and that are attributable to the negligence or intentionally tortious
acts of the Grantee .
8 . Noncompliance and Use of Grant Funds : The Grantee may only use the grant funds disbursed hereto
in the manner allowed under this Contract. The Agency will review reporting from the Grantee to ensure
that grant fund expenditures meet the requirements of this Contract, as well as any applicable laws ,
rules , or regulations . If DNCR finds that the Grantee is noncompliant with any requirements of this
Contract or law, DNCR will take action consistent with applicable laws and regulations , including, but
not limited to , the requirements of 09 NCAC 03M . 0801 .
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9 . Termination by Mutual Consent : The Parties may terminate this Contract by mutual consent with 60
days ' written notice to the other Party, or as otherwise provided by law .
10 . Termination for Cause : If, through any cause , the Grantee shall fail to fulfill its obligations under this
Contract in a timely and proper manner, the Agency shall have the right to terminate this Contract by
giving written notice to the Grantee and specifying the effective date thereof.
11 . Effect of Termination :
(a) In the event the Contract is terminated by either party, the Grantee will be paid for work that is
satisfactorily completed under the terms of this Contract, as determined by the Agency and under
the terms herein .
(b) The Grantee will not incur new obligations for the terminated portion of the Contract and will
cancel as many outstanding obligations as possible, immediately after receiving the notification of
termination from the Agency or providing the Agency with the same if the Grantee is terminating
the Contract . Costs incurred after receipt or provision of termination notice will be disallowed.
( c) The Grantee shall not be relieved of any liability owed to the Agency because of any breach of the
Contract by the Subgrantee . The Agency may, to the extent authorized by law, withhold payments
to the Subgrantee for the purpose of set-off until the exact amount of damages due the Agency from
the Subgrantee is determined.
(d) In the event of termination by either Party, the Grantee shall provide to the Agency an itemized list
of all Deliverables created under the Contract . At the Agency ' s option, the Grantee shall produce
high-quality copies or recordings of all finished or unfinished Deliverables prepared by the Grantee
under this Contract; such copies or recordings of the Deliverables shall become the property of the
Agency . The Agency shall have all right and authority to use the copies or recordings of the
Deliverables under the license provided in Paragraph 16 .
12 . Waiver of Default : A failure of either party to insist upon strict enforcement of any term or provision
or to exercise any right, option, or remedy of this Agreement, or to require, at any time, performance
of any provision hereof, shall not be construed as a waiver of any such term or provision . No waiver
by either Party of any term or provision hereof shall be binding unless made in writing and signed by
the other, approving party .
13 . Availability of Funds : The Parties to this Contract agree and understand that the payment of the sums
specified in this Contract is dependent and contingent upon and subject to the allocation and
appropriation of funds for this purpose to the Agency .
14 . Force Majeure : Neither Party shall be deemed to be in default of its obligations hereunder if and so
long as it is prevented from performing such obligations by any act of war, hostile foreign action,
nuclear explosion, riot, strikes , civil insurrection, earthquake , hurricane, tornado, or other catastrophic
natural event or act of God .
15 . Survival of Promises : Except as otherwise provided herein or unless superseded by applicable federal
or State statute of limitations , all promises , indemnifications , requirements , terms , conditions ,
provisions , representations , guarantees , and warranties contained herein shall survive the Contract
expiration or termination date .
16 . Intellectual Property Rights , Licensing, and Ownership of Deliverables : The Grantee shall own all
rights , title , and interest in deliverable items produced pursuant to this Contract . Notwithstanding the
foregoing, the Grantee agrees to grant to the Agency, at no charge to the Agency, a non- exclusive ,
royalty-free, and irrevocable right and license to reproduce , publish, or otherwise use any deliverable
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item for Agency purposes , as well as purposes of the State , and to authorize others to do so . Further,
the Grantee shall require all subrecipients and subcontractors to include in all agreements relating to
this Contract a clause giving the Agency the same rights , title, and license granted herein .
This license is not to be construed as a conveyance or surrender of copyright, trademark, or any other
right or interest, based in intellectual property or otherwise, that is or may be vested in the Grantee ' s
ownership of the deliverable items . Furthermore , the Grantee warrants and represents that it will only
create deliverable items in which the Grantee is the sole owner of all rights , title , and interest thereto .
Such rights , title, and interests include, but are not limited to , copyright, trademark, and any other
intellectual property rights . The Grantee warrants and represents that this Contract and the rights
licensed herein do not violate any other party ' s rights or interests in intellectual property or otherwise .
In addition, the Grantee agrees to not use the deliverable items in any manner to suggest speech on the
part of the Agency or the State of North Carolina or which would be unlawful by a government agency.
17 . Federal Intellectual Property Bankruptcy Protection Act : The Parties agree that the Agency shall
be entitled to all rights and benefits of the Federal Intellectual Property Bankruptcy Protection Act,
Public Law 100 - 506 , codified at 11 U. S . C . 365 (n) and any amendments thereto .
18 . Compliance with Laws : All Parties to this Contract shall comply with all laws , ordinances , codes ,
rules , regulations , and licensing requirements that are applicable to its conduct and to the administration
of this Contract.
19 . Equal Employment Opportunity : The Grantee shall comply with all federal and State laws relating
to equal employment opportunity and fair and equal employment, including, but not limited to ,
Governor Cooper ' s Executive Order 24 as well as Title VII of the Civil Rights Act of 1964 , as
applicable .
20 . Access to Persons and Records : The State Auditor, DNCR Internal Auditors , the Joint Legislative
Commission on Governmental Operations (as well as applicable legislative employees) , and any other
authorized State entity shall have access to persons and records as such access is required under North
Carolina law (including but not limited to N. C . G. S . § § 14349 & 147 -64 . 7) .
21 . Record Retention : The Grantee shall retain documents and records relating to this Contract for a
minimum of five years or until all audit exceptions have been resolved, whichever is longer . Also , if
any litigation, claim, negotiation, audit, disallowance action, or other action involving this Contract has
been started before expiration of the five-year retention period described above , the records must be
retained until completion . of the action and resolution of all issues which arise from it, or until the end
of the regular five-year period described above , whichever is later .
22 . Amendment : This Contract may not be amended orally or by performance . Amendments shall be made
in writing on a form prepared by the Agency and duly executed by an authorized representative of the
Agency and the Grantee .
23 . Severability : In the event that a court of competent jurisdiction holds that a provision or requirement
of this Contract violates any applicable law, each such provision or requirement shall continue to be
enforced to the extent it is not in violation of law or is not otherwise unenforceable and all other
provisions and requirements of this Contract shall remain in full force and effect .
24 . Headings : The Section and Paragraph headings in these General Terms and Conditions are not material
parts of the Contract and should not be used to construe the meaning of any text or content thereof.
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25 . Sales/Use Tax Refunds : If eligible, the Grantee and all subrecipients shall : (a) ask the North Carolina
Department of Revenue for a refund of all sales and use taxes paid by them in the performance of this
Contract, pursuant to N . C . G . S . § 105 - 164 . 14; and (b) exclude all refundable sales and use taxes from
all reportable expenditures before the expenses are entered in their reimbursement reports .
26 . Travel Expenses : Travel expenses shall not be reimbursed in the performance of this Contract . If travel
is necessary in the performance of this Contract, it shall be included in the approved project budget and
narrative .
27 . Entire Agreement : This Contract and any documents incorporated specifically by reference represent
the entire agreement between the Parties and supersede all prior oral or written statements or
agreements . This Contract and any addenda thereto , are incorporated herein by reference as though set
forth verbatim . All promises , requirements , terms, conditions , provisions , representations , guarantees ,
and warranties contained herein shall survive the Contract expiration or termination date unless
specifically provided otherwise herein, or unless superseded by applicable Federal or State statutes of
limitation .
28 . Gifts and Favors Regulated : Under N . C . G . S . § 133 -32 , it is unlawful for any vendor or contractor
(e . g . , architect, bidder, contractor, construction manager, design professional, engineer, landlord,
offeror, seller, subcontractor, supplier, or vendor) to make gifts or to give favors to any State employee
of the Governor ' s Cabinet Agencies . This prohibition covers those vendors and contractors who :
( 1 ) have a contract with a government agency;
(2) have performed under such a contract within the past year; or
(3 ) anticipate bidding on such a contract in the future .
The requirements of N . C . G . S . § 133 -32 are hereby incorporated by reference, including any subsequent
amendments thereto , and shall apply to all vendors and subcontractors under this Contract
29 . Effective Period : This Contract shall be effective upon signature by all Parties to this Contract and
shall terminate upon final expenditure of all funds and submission of all reports as required by law .
30 . Reversion of Unused Funds at Termination or Expiration of Contract and upon Certain Audit
Findings : Upon the expiration or termination of this Contract or upon certain audit findings ,
unexpended or unused Grant funds held by the Grantee shall revert to the Agency .
31 . Conflict of Interest Policy : The Grantee shall have on file with the Agency a copy of the Grantee ' s
policy addressing conflicts of interest that may arise involving the Grantee ' s management employees
and the members of its governing body as set forth in N . C . G . S . § 143C-6 -23 (b) . The policy shall address
situations in which any of these individuals may directly or indirectly benefit, except as the Grantee ' s
employees or members of its board or other governing body, from the Grantee' s disbursing of State
Funds and shall include actions to be taken by the Grantee or the individual, or both to avoid conflicts
of interest and the appearance of impropriety . The policy shall be filed before the Agency may disburse
the grant funds .
32 . Compliance with Certain Reporting and Audit Requirements : This Contract is subject to the
reporting requirements described in the Notice of Certain Reporting and Audit Requirements
(Attachment Q .
33 . Disbursements : As a condition of this Contract, the Grantee acknowledges and agrees to make
disbursements in accordance with the following requirements :
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( a) Implement adequate internal controls over disbursements ;
(b) Ensure sufficient account coding information to provide for tracking of grant funds through the
Grantee ' s accounting system ;
(c) Assure adequate control of signature stamps/plates ;
(d) Assure adequate control of negotiable instruments ; and
( e) Implement procedures to ensure that all account balances are solvent and reconcile the account
monthly .
34 . Outsourcing/Assignability/Subcontracting : The Grantee shall not subgrant or subcontract any of the
work contemplated under this Contract without prior written approval from the Agency . The Agency
shall not be obligated to pay for any work performed by any unapproved subgrantee, subrecipient, or
subcontractor . The Grantee is not relieved of any of the duties and responsibilities of this Contract upon
assignment of this Contract or outsourcing or subcontracting for work to be performed under this
Contract . Furthermore , any subrecipient or subgrantee must agree to abide by the standards contained
in this Contract and to provide all information to allow the Grantee to comply with these standards .
35 . Contract Administrators : All notices permitted or required to be given by one Party to the other and
all questions about the Contract from one Party to the other shall be addressed and delivered to the
other Party ' s Contract Administrator . The name, post office address , street address , telephone number,
fax number, and email address of the Parties ' respective initial Contract Administrators are set out
below . Either Party may change the name, post office address , street address , telephone number, fax
number, or email address of its Contract Administrator by giving written notice to the other Party within
30 calendar days of such change .
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For the Agency .
IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS
Dan Brosz, Project Coordinator Dan Brosz, Project Coordinator
America 250 North Carolina America 250 North Carolina
Department of Natural and Cultural Resources
4601 Mail Service Center Department of Natural and Cultural Resources
Raleigh, NC 27699 -4601 109 E . Jones Street
Raleigh, NC 27601
(919 ) 814- 6633
dan . bro sz@dncr . nc . gov
For the Grantee :
IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS
Amanda Boyd, Executive Director
The Alliance for Historic Hillsborough
150 E King Street
Hillsborough, NC 27278
(919) 732 - 7741
director@hlstorichillsborough . org
36 . State Property : The Grantee shall be responsible for the proper custody and care of any State- owned
property furnished to it for use in connection with this Agreement and shall reimburse the State for
any loss or damage to said property.
37 . Signature Warranty : The undersigned represent and warrant that they are authorized to bind their
principals to the terms of this Contract .
[THIS SPACE INTENTIONALLY LEFT BLANK]
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In Witness whereof, the Grantee and the Agency have executed this Contract in duplicate originals , with
one original being retained by each Party .
GRANTEE NAME
EDocuSigned by:
C- A, V 0viAq)so0 , 11/ 26 / 2024
7naF� � a � a �r � anA
Gary Donaldson Date
Chief Financial Officer
DocuSigned by:
E
VA tS A4 MA A, 11/ 26 / 2024
OA3E81 E81B 128364B4.. .
Travis Myren Date
County Manager
[ CORPORATE SEAL] — (optional)
NORTH CAROLINA DEPARTMENT OF NATURAL AND CULTURAL RESOURCES
Signed by:
E
t,LVbinS 12 / 2 / 2024
79C9676AD94546D. ..
Sarah E . Koonts Date
Director, Division of Archives and Records
Signed by:
12 / 2 / 2024
Dr. Darin .tNata`t-ers Date
Deputy Secretary, Office of Archives and History
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