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FY16 SOIL AND WATER DSWC MASTER MATCHING AND TECH ASSIST GRANT�y NORTH CAROLINA DEPARTMENT OF AGRICULTURE AND CONSUMER SERVICES Steven W. Troxler, Commissioner NCDA &CS Division of Soil & Water Conservation CONTRACT "CHECK OFF LIST" for Grantee INSTRUCTIONS: CHECK THE "YES" BOXES IN LEFT COLUMN FOR THE DOCUMENT TITLES THAT ARE BEING RETURNED WITH THE TWO SIGNED, DATED and WITNESSED COPIES OF THE CONTRACT WITH SIGNATURES IN BLUE INK. BE SURE TO INCLUDE ALL THE OTHER DOCUMENTS SPECIFIED IN YOUR CONTRACT PACKAGE IF -E NO" HAS BEEN CHECKED OFF FOR YOU THAT DOCUMENT IS NOT REOURED FOR THIS GRANT PROGRAM OR PROJECT. GRANTEE ORGANIZATION NAME: New Hanover Soil & Water Conservation District PROJECT TITLE /NAME: DSWC- Master Matching and Technical Assistance Agreement CONTRACT #: TRACKING #: 16 -E- 087 -SWC Effective 7/14 \ hAnV, k*-�r try V`na� U3tlh1u"i ljajt p DEPARTMENTAL GRANTS & GOVERNMENTAL DOCUMENT TITLE USE- CONTRACTS USE - ENTITIES ONLY ALL SIGNATURES MUST BE IN BLUE INK DOCUMENTS DOCUMENTS Check one Box ATTACHED OR ON ATTACHED FILE Yes ❑ No Contract "Check Off List" for Grantee ❑ Yes ❑ No ❑ Yes ❑ No Yes No Contract Cover To be signed, dated & witnessed Yes No Yes No Yes No ATTACHMENT A - Scope of Work (Includes Timeline and Line Item Budget), Description Yes No Yes No of Services or Grantee's Proposal JZ,Yes ❑ No ATTACHMENT B - General Terms & Conditions LJ Yes ❑ No Yes ❑ No Yes No ATTACHMENT C - Certifications and Assurances Section ❑ Yes ❑ No Yes No Yes No ATTACHMENT D - NCO enBook Supplemental Information ❑ Yes ❑ No ❑ Yes ❑ No Yes ❑ No ATTACHMENT E - Si nature Card ❑ Yes ❑ No ❑ Yes ❑ No Yes M No ATTACHMENT F - W -9 Tax Information ❑ Yes ❑ No ❑ Yes ❑ No LA Yes LJ No ATTACHMENT G - Vendor Electronic Payment Form ❑ Yes ❑ No ❑ Yes No Effective 7/14 \ hAnV, k*-�r try V`na� U3tlh1u"i ljajt p yl Steve Troxier North Carolina Department of Agriculture N. David Smith Commissioner and Consumer Services Chief Deputy Commissioner February 5, 2016 Ms. Dru Harrison New Hanover Soil & Water Conservation District 230 Government Center Drive, Suite 100 Wilmington, NC 28403 NOTIFICATION OF FUNDING OFFER Dear Ms. Harrison On behalf of Commissioner Steve Troxler and the North Carolina Department of Agriculture and Consumer Services — Division of Soil & Water Conservation, I am pleased to offer you $30,229.00 of district matching and cost share technical assistance funds for your soil and water conservation district operations. Two original Contract packets must be completed and returned to the NCDA &CS, making sure that the Contracts and certain forms have been signed, dated, and witnessed. By completing these documents, you are agreeing to the specific stipulations, the general terms and conditions, and specific reporting requirements. Please return the two completed packets to: David B. Williams, Deputy Director Division of Soil & Water Conservation 1614 Mail Service Center Raleigh, NC 27699 -1614 All authorized representative signatures must be in blue ink. Use the Contract Check Off List to ensure all attachments are included and are in the correct order for each Contract Packet. One fully executed, original Contract will be returned to you for your records. If you have any questions about your Contract or any of the forms contained in your offer packet, please call David Williams at 919- 715 -6103, or feel free to send an email to David.B.Williams @ncagr.gov. I would like to take this opportunity to thank you for your contributions, which will assist North Carolina's citizens and protect its natural resources. Sincerely, N. David Smith Chief Deputy Commissioner Enclosures cc: Kathryn L. Caler, M.L.S., Grants & Contracts Administrator Email. David.Smith @ncagr.gov 1001 Mail Service Center, Raleigh, North Carolina, 27699 -1001 (919) 707 -3033 • Fax (919) 7150026 An Equal Opportunity Affirmative Action Employer STATE OF NORTH CAROLINA COUNTY OF WAKE Departmental Use Only CENTER: 1611-3701 ACCOUNT: 536967 AMOUNT: 23.600.00 CENTER: 2710 ACCOUNT: 536502 AMOUNT: $13.879.5 3.83.8 •000 CENTER:_2735_ ACCOUNT: 536502 AMOUNT: $12.750.00 North Carolina Department of Agriculture and Consumer Services Division of Soil and Water Conservation Contract Number THIS Contract is made and entered into by and between the North Carolina Department of Agriculture and Consumer Services, Division of Soil & Water Conservation, hereinafter referred to as "DSWC," and the New Hanover Soil and Water Conservation District, hereinafter referred to as the "District "; and referred to collectively as the "Parties." The District's federal tax identification number is 56- 6000324 and is physically located in New Hanover County, and is further located at 230 Government Center Drive, Suite 100, Wilmington, NC. The District's fiscal year ends June 30 THAT WHEREAS, the General Assembly created the Soil and Water Conservation Commission (hereinafter referred to as "Commission ") of the Department of Agriculture and Consumer Services with the power and duty to adopt rules to be followed in the development and implementation of a soil and water conservation program pursuant to G.S. 106 -840, and WHEREAS, the General Assembly appropriates funds to support the operations and staff of the 96 Soil and Water Conservation Districts (hereinafter referred to as "Districts "), and WHEREAS, the Department and DSWC provide support services to the Commission pursuant to G.S. 106- 841(g), and WHEREAS, the purpose of this Contract is to establish the procedures for the DSWC to support District operations and staff, and WHEREAS, the Commission, DSWC and the District are responsible for the conservation of the State's soil and water resources, and WHEREAS, the Commission allocates funds to Districts for general expenses (matching funds) pursuant to 02 NCAC 59B, and WHEREAS, the Commission, DSWC and the District have a history of cooperating to administer conservation programs, including the Agriculture Cost Share Program, the Community Conservation Assistance Program, the Agricultural Water Resources Assistance Program, the Conservation Reserve Enhancement Program, and other similar programs, and NCDA &CS Soil & Water Contract Rev. 8/14 WHEREAS, the Commission allocates funds to Districts to cost share for technical assistance positions to support implementation of the cost share programs pursuant to 02 NCAC 59D .0106, and WHEREAS, the Commission allocates funds to Districts to cost share for water quality and water quantity best management practices with private and public landowners and land users, and WHEREAS, from time to time the DSWC may need to engage the District in other specific activities to protect and restore the natural resources of the District. This Contract is funded by State appropriations for district matching funds and cost share technical assistance. Funds awarded under this Contract must be used for the purpose for which they are intended. Contract Documents: This Contract consists of the Contract and its attachments, all of which are identified by name as follows: 1. This Contract 2. Scope of Work, including Timeline, Line Item Budget and Budget Narrative (Attachment A) 3. General Terms and Conditions (Attachment B) 4. Certifications and Assurances Section (Attachment C) 5. NC Openbook Supplemental Information (Attachment D) 6. Signature Card (Attachment E) 7. W -9 Tax Information (Attachment F) 8. Vendor Electronic Payment Form (Attachment G) These documents constitute the entire Contract between the Parties and supersede all prior oral or written statements or contracts. I. Precedence Among Contract Documents: In the event of a conflict between or among the terms of the Contract Documents, the terms in the Contract Document with the highest relative precedence shall prevail. The order of precedence shall be the order of documents as listed in Paragraph I, above, with the first - listed document having the highest precedence and the last- listed document having the lowest precedence. If there are multiple Contract Amendments, the most recent amendment shall have the highest precedence and the oldest amendment shall have the lowest precedence. II. Effective Period: The services of the District are to commence on the 111 day of July, 2015, and shall be undertaken and completed in such sequence as to assure their expeditious completion in the light of the purposes of this Contract, but in any event, all of the services required hereunder shall be completed by the 30th day of June, 2017. The effective period may be extended, if mutually agreed upon, with a written amendment as provided for in the General Terms and Conditions as described in Attachment B. NCDA &CS Soil & Water Contract Rev. 8/14 Ill. District Duties: The District hereby agrees to perform, in a manner satisfactory to the DSWC and in accordance with the policies and rules of the Commission, services under a Scope of Work as described in Attachment A, which is incorporated as part of this Contract. The District agrees that funds awarded under this Contract must be used for the purposes for which they are intended. Work to be performed under this Contract may be performed by employees of the District. The District shall not substitute key personnel assigned to the performance of this Contract without prior written approval by the Contract Administrator. DSWC Duties: The DSWC hereby agrees to pay the District in the manner and in the amounts specified in the Contract Documents. The total amount paid by the DSWC to the District shall not exceed $30,229.00. This amount consists of: $0.00 in federal funds. This amount consists of: $30,229.00 in State funds The District's matching requirement is $30,229.00, which consists of: In Kind $ Cash Cash and In -kind $ Cash and /or In -kind Other/Specify $ The contributions from the District shall be sourced from non - federal funds. The total Contract amount is $60,458.00. Conflict of Interest Policy: Any district receiving funding for an employee through this Contract shall have in place a secondary employment policy that protects the District, its employees, the County, DSWC, and the Commission from any actual, potential or perceived conflict of interest. Such policy shall be in accordance with the Commission Guidelines on Secondary Employment found at http://www.ncaqr.gov/SWC/costshareprograms/documents/secondary employment district em plovee.pdf Any district that receives funding for an employee through this Contract shall submit to DSWC by January 15, 2016 and annually thereafter a secondary employment form for each employee funded through this Contract. The District shall submit an updated form along with its quarterly progress reports if the secondary employment or other potential conflicts of interest of a funded employee arise after the initial submission. VI. Statement of No Overdue Tax Debts: The DSWC has determined that District is a governmental agency and is not subject to N.C.G.S. § 143C- 6- 23(c). Therefore, the Grantee is not required to file a Statement of No Overdue Tax Debts with the Agency prior to disbursement of funds. NCDA &CS Soil & Water Contract Rev. 8114 VII. Reversion of Unexpended Funds: Allocations not dispersed under this Contract shall revert to the DSWC upon the Contract's expiration or termination. VIII. Reporting Requirements: (1) State IN.C.G.S. 143C -6-23 The DSWC has determined that the District is a governmental entity and is not subject to the State reporting requirements mandated by N.C.G.S. § 143C -6 -23. Therefore, the District does not have to file annual electronic reports with the NC Office of State Budget R Management. (2) Quarterly Progress Reports: The District shall submit quarterly progress reports to DSWC, with each report due on or before the 15th day of, October, January, and April and the 30th day of June continuing until the project is complete. The quarterly progress report is required even if no activity has occurred for the quarter and no reimbursement is requested for the quarter. Failure to provide quarterly reports constitutes a breach of contract and may result in funding being withheld or termination of the contract. IX. Payment Provisions: Upon execution of this Contract the District shall submit to the DSWC Contract Administrator a completed Request for Payment form, to be provided by the DSWC. All Request for Payment forms should be received no more than quarterly, with a certified invoice showing expenditures and matching funds, if applicable, for the current period and cumulatively for the entire project, in addition to deliverables provided by the District, subject to approval by DSWC. Upon approval by DSWC, payment may be made within 30 days. Payment shall be made in accordance with the Contract Documents and limited to the amounts in the Contract budget (Attachment A). The parties to this Contract agree and understand that the payment of the sums specified in this Contract is dependent, contingent upon and subject to the appropriation, allocation and availability of funds for this purpose to the DSWC. The District agrees to provide information required by the DSWC in order to comply with the procedures for disbursement of funds under this Contract and maintain reports and accounting records, including but not limited to receipts and invoices that support the allowable expenditure of State funds. The parties to the Contract further agree and understand that the payment of the sums specified in this Contract is dependent and contingent upon the District complying with all of the terms set forth in this Contract and performing the services specked in Attachment A in a satisfactory manner. It Will be the responsibility of the DSWC to determine if the District is complying with the Contract and performing the services specified in Attachment A in a satisfactory manner. Failure to comply with the terms of the Contract and/or failure to perform services in a satisfactory manner may result in funding being withheld or immediate termination of the Contract. All matching funds, including in -kind and cash, must be spent concurrently with funds provided by the Contract. Both types of matching funds expended shall be accounted for on the quarterly certified invoices. Indirect costs are not allowable expenditures under this Contract. NCDA &CS Soil & Water Contract Rev. 8/14 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 Administrator are set out below. Either party may change the name, post office address, street address, telephone number, fax number, or email address of its Contract Administrator by giving timely written notice to the other party. For the DSWC: IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS David B. Williams David B. Williams Division of Soil & Water Conservation Division of Soil & Water Conservation 1614 Mail Service Center 512 N. Salisbury Street, Room 417D Raleigh, NC 27699 -1614 Raleigh, NC 27604 -1170 Telephone: 919- 715 -6103 Email: David.B.Williams@ncagr.gov For the District: DISTRICT CONTRACT ADMINISTRATOR DISTRICT KEY PERSONNEL Dru Harrison Specified in Strategy Plan New Hanover SWCD 230 Government Center Drive, Suite 100 Wilmington, NC 28403 Telephone: 910- 798 -6032 Fax: 910- 798 -6049 Email: drharrison@nhegov.com XI. Supplementation of Expenditure of Public Funds: The District assures that funds received pursuant to this Contract shall be used only to supplement, not to supplant, the total amount of federal, state and local public funds that the District otherwise expends for activities involved with specialty services and related programs. Funds received under this Contract shall be used to provide additional public funding for such services. The funds shall not be used to reduce the District's total expenditure of other public funds for such services. XII. Disbursements: As a condition of this Contract, the District acknowledges and agrees to make disbursements of funds provided under this Contract in accordance with the following requirements: a. Will implement or already have implemented adequate internal controls over disbursements; b. Pre -audit all invoices presented for payment to determine: • Validity and accuracy of payment NCDA &CS Soil & Water Contract Rev. 8/14 • Payment due date • Adequacy of documentation supporting payment • Legality of disbursement c. Assure adequate control of signature stamps/plates; and d. Assure adequate control of negotiable instruments; and e. Have procedures in place to ensure that account balance is solvent and to reconcile the account quarterly. XIII. Outsourcing: The District certifies that it has identified to the DSWC all jobs related to the Contract that have been outsourced to other countries, if any. The District further agrees that it will not outsource any such jobs during the term of this Contract without providing prior written notice to the DSWC. XIV. Dispute Resolution The District shall have thirty (30) days from receipt of notification of any DSWC action or decision regarding this contract to appeal said action or decision. Appeals must be made in writing to the DSWC as set forth in Section X of this contract. In the event the contract administrator is unable to resolve said dispute, he /she shall review the matter With the appropriate NCDA &CS management for assistance and guidance. XV. Entire Agreement This Contract and the Attachments specifically described in this Contract represent the entire agreement between DSWC and the District as to the subject matter of this Contract and supersede all prior oral or written statements or agreements. [This Contract is continued on the next page.] NCDA &CS Soil & Water Contract Rev. 8/14 XVI. Signature Warranty: The undersigned represent and warrant that they are authorized to bind their principals to the terms of this Contract. IN WITNESS WHEREOF, the District and the DSWC execute this Contract in two (2) originals, one (1) of which is retained by the District and one (1) which is retained by the DSWC. l 1 Nx4 l 1 )ttfQpSS ft�`� 1� �1C1/adl Aka-ag q, i Printed Name Title Witness: �gnature I Date Printed Name Title s � J� € North Carolina Department of Agriculture and Consumer Services i y r. Signature of Authorized Representative Date N. David Smith, Chief Deputy Commissioner Printed Name of Authorized Representative NCDA &CS Soil & Water Contract Rev. 8/14 Attachment A Attachment A — SOP & Budget (Rev): 8/14 ATTACHMENT A Scope of Work and Payment Provisions The District will complete the following activities and supply the following deliverables: 1. District Matching Funds —Funds for District operating support are allocated to each county equally, subject to that District's documentation that matching funds equal to or exceeding the allocated amount are available for match. To be eligible to receive matching funds the District shall: a. Submit by March 31 of each fiscal year an 'Application for Matching Funds for Soil & Water Conservation Districts' showing the amount of matching funds requested by the District and documenting the source and amount of matching funds provided by the District. The District shall not count as match the funds that were allocated by the Commission for technical assistance cost share nor those local funds pledged to match technical assistance cost share. Matching Funds not requested by March 31 shall be unencumbered from this Contract. b. Submit to the DSWC minutes of all District board meetings held during the term of the Contract. 2. Cost Share Technical Assistance —cost share funds for technical assistance positions are allocated to Districts by the Commission and through the DSWC in accordance with its rules and procedure, 02 NCAC 59D .0106 and 02 NCAC 59H .0106(b). To be eligible to receive technical assistance cost share, the District shall: a. Submit by June 1 of each fiscal year, the District strategy plan for cost share programs, including a request for technical assistance funds. The request for technical assistance funds should include for each position proposed for cost sharing: the proposed technical assistance budget showing salary and benefits and operating expense categories, and staff name, title and email address and certification that the individual meets the minimum requirements for a cost - shared technical assistance position specified in 02 NCAC 59D .0106(c), or 02 NCAC 59H .0106(b). Implement cost share program activities in the District, pursuant to Commission rules and policies. A District position funded through this Contract may work on other activities, but the position must contribute at least 1,040 hours annually per FTE to providing technical assistance or cost share program implementation. Positions cost shared at less than 1 FTE, shall contribute a pro -rated number of hours for the same purposes. All activities must be documented with a monthly activities tracking form which shall be submitted quarterly on or before October 15, January 15, April 15, and June 30. c. Submit a Request for Payment of Technical Assistance Format least annually and no more frequently than quarterly documenting actual expenditures for salary, benefits, Attachment A — SOP & Budget (Rev): 8/14 and operating expenses by the District in support of the technical assistance position(s) approved by the Commission and listed in the Contract Budget. Any technical assistance funds encumbered for the current fiscal year that are not requested by the District on or before June 30 of that fiscal year shall be unencumbered from this Contract. Have in place a secondary employment policy consistent with the Commission's Guidelines on Secondary Employment and shall submit an annual Secondary Employment Form for each employee funded through this Contract. The initial Secondary Employment Form shall be submitted on or before January 15, 2016, with subsequent annual submittals by October 15 of each year. The District shall submit an updated form along with its quarterly Request for Payment of Technical Assistance if the secondary employment or other potential conflicts of interest of a funded employee arise after the initial submission. CONTRACT BUDGET The following budget reflects the maximum authorized payment for each activity described in the scope of work. Activity 1: District Matching Funds Fiscal Year Maximum Amount Awarded District Match Requirement 201415 Fiscal Year Purpose 2015 -16 $3,600.00 $3,600.00 2016 -17 Sala /Benefits Activity 2: Cost Share Technical Assistance Position 1: FTE: Maximum Allocation Fiscal Year Purpose Recurring Non- recurring District Match Requirement 201415 Sala /Benefits $0.00 Operating Ex p. $0.00 2015 -16 Sala /Benefits $25,500.00 $26,629.00 02erating Ex $1,129.00 2016 -17 Sala /Benefits $0.00 O eratin Ex . $0.00 Position 2: FTE: Maximum Allocation Fiscal Year Purpose Recurring Non- recurring District Match Requirement 201415 Sala /Benefits $0.00 Operating Ex p. $0.00 2015 -16 Salary/Benefits 1 $0.00 Operating Ex p. $0.00 2016 -17 $0.00 =Benefits O ratio Ex p. $0.00 Attachment A — SOP & Budget (Rev): 8/14 c Attachment B PUBLIC SECTOR CONTRACTS (Including Local Governments) General Terms and Conditions DEFINITIONS Unless indicated otherwise from the context, the following terms shall have the following meanings in this Contract. All definitions are from 9 NCAC 3M.0102 unless otherwise noted. If the rule or statute that is the source of the definition is changed by the adopting authority, the change shall be incorporated herein: (1) "Agency" (as used in the context of the definitions below) shall mean and include every public office, public officer or official (State or local, elected or appointed), institution, board, commission, bureau, council, department, authority or other unit of government of the State or of any county, unit, special district or other political subagency of government. For other purposes in this Contract, "Agency" shall mean the entity identified as one of the parties hereto. (2) "Audit" means an examination of records or financial accounts to verify their accuracy. (3) "Certification of Compliance" means a report provided by the Agency to the Office of the State Auditor that states that the Grantee has met the reporting requirements established by this Subchapter and included a statement of certification by the Agency and copies of the submitted grantee reporting package. (4) "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. (5) "Contract" means a legal instrument that is used to reflect a relationship between the agency, grantee, and subgrantee. (6) "Fiscal Year" means the annual operating year of the non -State entity. (7) "Financial Assistance" means assistance that non -State entities receive or administer in the form of grants, loans, loan guarantees, property (including donated surplus property), cooperative agreements, interest subsidies, insurance, food commodities, direct appropriations, and other assistance. Financial assistance does not include amounts received as reimbursement for services rendered to individuals for Medicare and Medicaid patient services. (8) "Financial Statement" means a report providing financial statistics relative to a given part of an organization's operations or status. (9) "Grant" means financial assistance provided by an agency, grantee, or subgrantee to carry out activities whereby the grantor anticipates no programmatic involvement with the grantee or subgrantee during the performance of the grant. (10) "Grantee" has the meaning in G.S. 143C -6- 23(a)(2): a non -State entity that receives a grant of State funds from a State agency, department, or institution but does not include any non -State entity subject to the audit and other reporting requirements of the Local Government Commission. For other purposes in this Contract, "Grantee" shall mean the entity identified as one of the parties hereto. (11) "Grantor" means an entity that provides resources, generally financial, to another entity in order to achieve a specified goal or objective. (12) "Non -State Entity" has the meaning in N.C.G.S. 143C- 1- 1(d)(18): Any of the following that is not a State agency: an individual, a firm, a partnership, an association, a county, a corporation, or any other organization acting as a unit. The term includes a unit of local government and public authority. (13) "Public Authority" has the meaning in N.C.G.S. 143C- 1- 1(d)(22): A municipal corporation that is not a unit of local government or a local governmental authority, board, commission, council, or agency that (i) is not a municipal corporation and (ii) operates on an area, regional, or multiunit basis, and the budgeting and accounting systems of which are not fully a part of the budgeting and accounting systems of a unit of local government. (14) "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. (15) "Special Appropriation" means a legislative act authorizing the expenditure of a NCDA &CS - General Terns and Conditions – Public - Local G— mmental Entltles Eff. 07114 Page 1 of 4 designated amount of public funds for a specific purpose. (16) "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 subgranted to other organizations. Pursuant to N.C.G.S. 143C- 6- 23(ax1), the terms "State grant funds" and "State grants" do not include any payment made by the Medicaid program, the Teachers' and State Employees' Comprehensive Major Medical Plan, or other similar medical programs. (17) "Subgrantee" has the meaning in G.S. 143C- 6- 23(ax3): a non -State entity that receives a grant of State funds from a grantee or from another subgrantee but does not include any non -State entity subject to the audit and other reporting requirements of the Local Government Commission. (18) "Unit of Local Government has the meaning in G.S. 143C- 1- 1(d)(29): A municipal corporation that has the power to levy taxes, including a consolidated city- county as defined by G.S. 160B -2(1), and all boards, agencies, commissions, authorities, and institutions thereof that are not municipal corporations. Relationships of the Parties Independent Contractor: The Grantee is and shall be deemed to be an independent Contractor in the performance of this Contract and as such shall be wholly responsible for the work to be performed and for the supervision of its employees. The Grantee represents that it has, or shall secure at its own expense, all personnel required in performing the services under this agreement. Such employees shall not be employees of, or have any individual contractual relationship with, the Agency. Subcontracting: The Grantee shall not subcontract any of the work contemplated under this Contract without prior written approval from the Agency. Any approved subcontract shall be subject to all conditions of this Contract. Only the subcontractors or subgrantees specified in the Contract documents are to be considered approved upon award of the Contract. The Agency shall not be obligated to pay for any work performed by any unapproved subcontractor or subgrantee. The Grantee shall be responsible for the performance of all of its subgrantees and shall not be relieved of any of the duties and responsibilities of this Contract. Subgrantees: The Grantee has the responsibility to ensure that all subgrantees, if any, provide all information necessary to permit the Grantee to comply with the standards set forth in this Contract. Assignment: No assignment of the Grantee's obligations or the Grantee's right to receive payment hereunder shall be permitted. However, upon written request approved by the issuing purchasing authority, the State may: (a) Forward the Grantee's payment check(s) directly to any person or entity designated by the Grantee, or (b) Include any person or entity designated by Grantee as a joint payee on the Grantee's payment check(s). In no event shall such approval and action obligate the State to anyone other than the Grantee and the Grantee shall remain responsible for fulfillment of all Contract obligations. Beneficiaries: Except as herein specifically provided otherwise, this Contract shall inure to the benefit of and be binding upon the parties hereto and their respective successors. It is expressly understood and agreed that the enforcement of the terms and conditions of this Contract, and all rights of action relating to such enforcement, shall be strictly reserved to the Agency and the named Grantee. Nothing contained in this document shall give or allow any claim or right of action whatsoever by any other third person. It is the express intention of the Agency and Grantee that any such person or entity, other than the Agency or the Grantee, receiving services or benefits under this Contract shall be deemed an incidental beneficiary only. Indemnity Indemnification: The Grantee agrees to indemnify and hold harmless the Agency, including any of its Divisions, and any of its officers, agents and employees, from liability of any kind, and from any claims of third parties arising out of any act or omission of the Contractor in connection with the performance of this Contract to the extent permitted by law. Default and Termination Termination by Mutual Consent: The Parties may terminate this Contract by mutual consent with 60 days notice to the other party, or as otherwise provided by law. 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 NCDA &CS - General Tems and Conditions — Public - Local Govemmental Entities Eff. 07114 Page 2 of 4 giving written notice to the Grantee and specifying the effective date thereof. In that event, all finished or unfinished deliverable items prepared by the Grantee under this Contract shall, at the option of the Agency, become its property and the Grantee shall be entitled to receive just and equitable compensation for any satisfactory work completed on such materials, minus any payment or compensation previously made. Notwithstanding the foregoing provision, the Grantee shall not be relieved of liability to the Agency for damages sustained by the Agency by virtue of the Grantee's breach of this agreement, and the Agency may withhold any payment due the Grantee for the purpose of setoff until such time as the exact amount of damages due the Agency from such breach can be determined. The filing of a petition for bankruptcy by the Grantee shall be an act of default under this Contract. Waiver of Default: Waiver by the Agency of any default or breach in compliance with the terms of this Contract by the Grantee shall not be deemed a waiver of any subsequent default or breach and shall not be construed to be modification of the terms of this Contract unless stated to be such in writing, signed by an authorized representative of the Agency and the Grantee and attached to the Contract. Availability of Funds: The parties to this Contract agree and understand that the payment of the sums specified in this Contract is dependent and contingent upon and subject to the appropriation, allocation, and availability of funds for this purpose to the Agency. 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, tomado, or other catastrophic natural event or act of God. Survival of Promises: 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. Intellectual Property Rights Copyrights and Ownership of Deliverables: All deliverable items produced pursuant to this Contract are the exclusive property of the Agency. The Grantee shall not assert a claim of copyright or other property interest in such deliverables. Compliance with Applicable Laws Compliance with Laws: The Grantee shall comply with all laws, ordinances, codes, rules, regulations, and licensing requirements that are applicable to the conduct of its business, including those of federal, State, and local agencies having jurisdiction and /or authority. Equal Employment Opportunity: The Grantee shall take affirmative action in complying with all federal and State statutes and all applicable requirements concerning fair employment of people with disabilities, and concerning the treatment of all employees without regard to discrimination by reason of race, color, religion, sex, national origin or disability. For additional information see Title VI of the Civil Rights Act of 1964 (42 U.S.C., 2000d, 2000e- 16), Title XI of the Education amendments of 1972, as amended (20 U.S.C. 1681 -1683 and 1685 - 1686), and section 504 of the Rehabilitation Act of 1973 as amended (29 U.S.C. 794). Executive Order 24: In accordance with Executive Order 24, issued by Governor Perdue, and N.C.G.S.§ 133 -32, a vendor or contractor (i.e. architect, bidder, contractor, construction manager, design professional, engineer, landlord, offeror, seller, subcontractor, supplier, vendor, or grantee), is prohibited from making gifts or giving favors to any employee of the Agency of Agriculture and Consumer Services. This prohibition covers those vendors, contractors, and/or grantees who: (a) have a Contract with a governmental Agency; or (b) have performed under such a Contract within the past year; or (c) anticipate bidding on such a Contract in the future. For additional information regarding the specific requirements and exemptions, vendors, contractors, and /or grantees are encouraged to review Executive Order 24 and N.C.G.S. § 133 -32. Confidentiality Confidentiality: Any information, data, instruments, documents, studies or reports given to or prepared or assembled by the Grantee under this agreement shall be kept as confidential and not divulged or made available to any individual or organization without the prior written approval of the Agency. The Grantee acknowledges that in receiving, storing, processing or otherwise dealing with any confidential information it will safeguard and not further disclose the information except as otherwise provided in this Contract. NCDABCS - General Tenns and Conditions — Public - Local Governmental Entities Eff. 07114 Page 3 of 4 Oversight Access to Persons and Records: The State Auditor and the using agency's internal auditors shall have access to persons and records as a result of all Contracts or grants entered into by State agencies or political subdivisions in accordance with General Statute 147 -64.7 and Session Law 2010 -194, Section 21 (i.e., the State Auditors and internal auditors may audit the records of the contractor during the term of the Contract to verify accounts and data affecting fees or performance). Record Retention: Records shall not be destroyed, purged or disposed of without the express written consent of the Agency. State basic records retention policy requires all grant records to be retained for a minimum of five years or until all audit exceptions have been resolved, whichever is longer. If the Contract is subject to federal policy and regulations, record retention may be longer than five years since records must be retained for a period of three years following submission of the final Federal Financial Status Report, if applicable, or three years following the submission of a revised final Federal Financial Status Report. Also, if any litigation, claim, negotiation, audit, disallowance action, or other action involving this Contract has been started before expiration of the five -year retention period described above, the records must be retained until completion of the action and resolution of all issues which arise from it, or until the end of the regular five -year period described above, whichever is later. Miscellaneous Choice of Law: The validity of this Contract and any of its terms or provisions, as well as the rights and duties of the parties to this Contract, are governed by the laws of North Carolina. The Grantee, by signing this Contract, agrees and submits, solely for matters concerning this Contract, to the exclusive jurisdiction of the courts of North Carolina and agrees, solely for such purpose, that the exclusive venue for any legal proceedings shall be Wake County, North Carolina. The place of this Contract and all transactions and agreements relating to it, and their situs and forum, shall be Wake County, North Carolina, where all matters whether sounding in Contract or tort, relating to the validity, construction, interpretation, and enforcement shall be determined. Headings: The Section and Paragraph headings in these General Terms and Conditions are not material parts of the agreement and should not be used to construe the meaning thereof. Time of the Essence: Time is of the essence in the performance of this Contract. Care of Property: The Grantee agrees that it shall be responsible for the proper custody and care of any property furnished to it for use in connection with the performance of this Contract and will reimburse the Agency for loss of, or damage to, such property. At the termination of this Contract, the Grantee shall contact the Agency for instructions as to the disposition of such property and shall comply with these instructions. Amendment: This Contract may not be amended orally or by performance. Any amendment must be made in written form and executed by duly authorized representatives of the Agency and the Grantee. 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. Travel Expenses: Reimbursement to the Grantee for travel mileage, meals, lodging and other travel expenses incurred in the performance of this Contract shall be reasonable and supported by documentation. State rates shall be used. International travel shall not be reimbursed under this Contract. Sales /Use Tax Refunds: If eligible, the Grantee and all subgrantees shall: (a) ask the North Carolina Department of Revenue for a refund of all sales and use taxes paid by them in the performance of this Contract, pursuant to 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. Advertising: The Grantee shall not use the award of this Contract as a part of any news release or commercial advertising. Allowable Uses of State Funds: Expenditures of State funds by any grantee shall be in accordance with the Cost Principles outlined in the Office of Management and Budget (OMB) Circular A-87, A- 122, or A -21, as applicable. If the grant funding includes federal sources, the grantee shall ensure adherence to the cost principles established by the Federal Office of Management and Budget. [09 NCAC 03M.020] NCDA &CS - General Terms and Conditions — Public - Local Governmental Entities Eff. 07114 Page 4 of 4 Attachment C Certifications and Assurances Section CERTIFICATIONS REGARDING LOBBYING; DEBARMENT, SUSPENSION AND OTHER RESPONSIBILITY MATTERS; AND DRUG -FREE WORKPLACE REQUIREMENTS Applicants should refer to the regulations cited below to determine the certification to which they are required to attest. Signature of this form provides for compliance with certification requirements under 34 CFR Part 82, "New Restrictions on Lobbying," and 34 CFR Part 85, "Government -wide Debarment and Suspension (Nonprocurement) and Government-wide Requirements for Drug -Free Workplace (Grants)." The certifications shall be treated as a material representation of fact upon which reliance will be placed when the Department of Agriculture & Consumer Services determines to award the covered transaction, grant, or cooperative agreement. 1. LOBBYING As required by Section 1352, Title 31 of the U.S. Code, and implemented at 7 CFR Part 3018, for persons entering into a grant or cooperative agreement over $100,000, as defined at 7 CFR Part 3018, Sections 3018.105 and 3018.110, the applicant certifies that: A. No federal 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 agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the making of any federal grant, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal grant or cooperative agreement; B. if any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal grant or cooperative agreement, the undersigned shall complete and submit Standard Form - LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; C. the undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subgrants, contracts under grants and cooperative agreements, and subcontracts) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which relevance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required information or who makes a prohibited expenditure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 2. DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS As required by Executive Order 12549, Debarment and Suspension, and implemented at 7 CFR Part 3017, for prospective participants in primary covered transactions, as defined at 7 CFR Part 3017.200, Subpart B: A. The applicant certifies that it and its principals: a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; b) have not within a three -year period preceding this application 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; NCDA &CS Certifications & Assurances Page 1 of 3 Rev 7/14 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 2. (A) (b) of this certification. d) Have not within a three -year period preceding this application had one or more public transaction (federal, State, or local) terminated for cause or default. B. Where the applicant is unable to certify to any of the statements in this certification, he or she shall attach an explanation to this certification. 3. DRUG -FREE WORKPLACE (GRANTEES OTHER THAN INDMDUALS) As required by the Drug -Free Workplace Act of 1988, and implemented at 7 CFR Part 3021, Subparts A, B, and E, for grantees, as defined at 7 CFR Part 3021: A. The applicant certifies that it will or will continue to provide a drug -free workplace by: a) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the grantee's workplace and specifying the actions that will be taken against employees for violation of such prohibition; b) establishing an ongoing drug -free awareness program to inform employees about: i. The dangers of drug abuse in the workplace; ii. The grantee's policy of maintaining a drug -free workplace; iii. Any available drug counseling, rehabilitation, and employee assistance programs; and iv. 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); d) notifying the employee in the statement required by paragraph (a) that, as a condition of employment under the grant, the employee will: i. Abide by the terms of the statement; and ii. Notify the employer in writing of his or her conviction for a violation of a criminal drug statute occurring in the workplace no later than five calendar days after such conviction; e) notifying the agency, in writing, within 10 calendar days after receiving notice under subparagraph (d)(ii) from an employee or otherwise receiving actual notice of such conviction. Notice shall include the identification number(s) of each affected grant; f) taking one of the following actions, within 30 calendar days of receiving notice under subparagraph (dxii), with respect to any employee who is so convicted: i. Taking appropriate personnel action against such an employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973 (29 U.S.C. 794), as amended; or ii. 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). NCDA &CS certifications & Assurances Page 2 of 3 Rev 7/14 B. The grantee must provide the location site(s) for the performance of work done in connection with the specific grant. Place(s) of Performance (Street taddress, city, county, state, zip code) ett 1 I �C'Sp 1P�mm�e l r f��P t� t1a��nJe� ��OcPnf� DRUG -FREE WORKPLACE - (GRANTEES WHO ARE INDIVIDUALS) As required by the Drug -Free Workplace Act of 1988, and implemented at 7 CFR Part 3021, Subparts A, C, and E, for grantees, as defined at 7 CFR Part 3021: A. As a condition of the grant, I certify that I will not engage in the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance in conducting any activity with the grant; and B. If convicted of a criminal drug offense resulting from a violation occurring during the conduct of any grant activity, I will report the conviction, in writing, within 10 calendar days of the conviction, to the agency. Notice shall include the identification number(s) of each affected grant. As the duly authorized representative of the Grantee, I hereby certify that the Grantee will comply with the above certifications. 111 /1 4 QaAer 061\,,e r uo-16 t)n'b fsh i c- ��f� Y�0.i1�1J�?t' l Ptiiut`� -�f `)fit Printed Name ofAuthofized R resentative Title NCDABCS Certifications & Assurances Page 3 of 3 Rev. 7/14 NC OpenBook Supplemental Information Instructions: Complete the information below and return it to the Contract Administrator identified in your original contract. This information must be submitted as part of your contract. If you have questions, please contact the Contract Administrator or the Alternate Contact as reflected in your contract. DUNS Number: Contract Number: Grantee Name: TAX ID Number: Fiscal Year Ends: nq- oo�)-g51c3 1. Brief Description and Background /History of your Organization. Be sure to include the number of years in existence, number of employees, mission and goals of your organization. N+tswC 81. We Cwreailsi hat Z 7PLAII-4-fne S r i i pro + c+ v + r r r i r, � n wct+ e r rr, n+ ; r 2. Current project timeline: Begin h End 3. Expected outcomes and specific deliverables. (Example: Expected Outcome: Aquaculture operation will remain in business. Deliverable: Healthy food made available for human consumption.) Nl4SwC -h deityec + r c N 4. The Grantee's WEB URL: n±-. V/ Soy wgftr r)hcq ov. C- � I 5. " Grantee County of Residence ano A( Congressional District#: (CONGRESSIONAL DISTRICT # MUST BE ENTIFIED) 6. "County of Benefit: Single County: � Yes ❑ No County Name: Statewide: Yes ❑ No Regional: ❑ Yes ❑ No 7. If the answer to question number 6 is "Regional ", list the counties receiving benefit. "Grantee County of Residence: County in which grantee is located. "County of Benefit: Identified county or counties in which funding will be spent and /or food commodities will be received. NCDA &CS NC OpenBook Supplemental Information Page 1 of 1 Rev 07/14 Card �µ�pucrugE.444 Of. n� 99 L� 1 � S �1 �o - Y EIIUNIED 1MI CONTRACT & FINANCIAL DOCUMENTS INSTRUCTIONS: Please read and fill in the required information to the right of each field where applicable. Provide the requested printed and written signatures (in Blue Ink) of agency representatives in the designated areas. In the event the affixed signature(s) are no longer valid, a revised form must be submitted prior to processing any contractual documents or submitting "Request for Payments" or any other financial documents. SECTION I. Date: t v 1 Legal Applicant Organization/Agency Name: Federal Tax Identification Number: SECTION 11. Certification: By affixing my signature below, I certify that person(s) identified are designated having legal authorization to sign on behalf of the organization named in Section I., above, for purposes of executing contractual documents and preparing, approving and executing all financial documents; including "Requests for Payments." I understand the legal implications of any and all misrepresentation, which include but are not limited to defrauding the State of North Carolina, and certify that the person signing below has full authority to execute this Agreement on behalf of the named organization. GOVERNMENTAL ENTITIES Authorized Governmental Official Chief Fiscal Officer Print Name & Title: Print Name & Title: hI X 01 Tim um", htr AOWQ cer S' nat S�igJ��alure: NCDA &CS - Signature Card - NGO & Governmental Pepe 1 Of 1 Rev 7/11, 2/12.5/12,7/12.8/12,10/12,5113,1/14 Attachment F Enter your TIN in the appropriate box. The TIN provided must maim me name given on me wemo ,,,,� ------ - - - - -• to avoid backup withholding. For individuals, this is your soda) security number However, for resident alien, sole proprietor, or disregarded entity, see the Part I Instructions on n page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a 7/N on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose FinPbYer Idemlficatlon number number to enter. Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been nofified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. 1 am a U.S. citizen or other U.S. person (defined below). Certification instructions. You must cross out Rem 2 above d you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage m interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual refireent arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on papa 4. - Sign I signature or I Here U.S. person - Ci• w General InstructlsoW uritb- Section references are to the Internal Revenue noted. Purpose of Form -- Data- --J�I�1, Lp (C� Note. If a requester gives you a form other than Form W -9 to request 0 kctGe i your TIN, you must use the requesters forth R R is substantially similar otherwise to this Form W -9. A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W -9 only if you am a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien. • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, - An estate (other than a foreign estate), or • A domestic trust (as defined in Regulations section 301.7701 -7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W -9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W -9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. Cat No. 10231% Form W -9 (Rev. 1 -2011) Request for Taxpayer Give Form to the ,rm Rev. January 2011) Identification Number and Certification requester. Do not send to the IRS. )epan merit or Ih a Treasury nlemal Revenue smite Name (es shown on your inmme tax return ) Business amdtlls ardetl erxiry name, fi di lerenl from a f TCItL n Check appropriate box for federal tax classification (required): ❑ Individuated. proprietor ❑ C Corporation ❑ S Corporation ❑ Partnership ❑ T-- estate v n c Exempt payee >, y ` � ❑ Limited liability company. Enter the tax classification (C=C corporation, S =S corporation, P= paMership) a - Other (see instmclions) u u ss hum r, s ree , an apt. or sui,( no. Requesters name and address (optional) City, stale, and ZIP code H �\ \ Iv Lislaaount numbers) re(ope —) Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must maim me name given on me wemo ,,,,� ------ - - - - -• to avoid backup withholding. For individuals, this is your soda) security number However, for resident alien, sole proprietor, or disregarded entity, see the Part I Instructions on n page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a 7/N on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose FinPbYer Idemlficatlon number number to enter. Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been nofified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. 1 am a U.S. citizen or other U.S. person (defined below). Certification instructions. You must cross out Rem 2 above d you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage m interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual refireent arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on papa 4. - Sign I signature or I Here U.S. person - Ci• w General InstructlsoW uritb- Section references are to the Internal Revenue noted. Purpose of Form -- Data- --J�I�1, Lp (C� Note. If a requester gives you a form other than Form W -9 to request 0 kctGe i your TIN, you must use the requesters forth R R is substantially similar otherwise to this Form W -9. A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W -9 only if you am a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien. • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, - An estate (other than a foreign estate), or • A domestic trust (as defined in Regulations section 301.7701 -7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W -9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W -9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. Cat No. 10231% Form W -9 (Rev. 1 -2011) Form W-9 (R.A -2011) The person who gives Form W -9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases: • The U.S. owner of a disregarded entity and not the entity, - The U.S. grantor or other owner of a grantor trust and not the trust, and - The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person, do not use Forth W -9. Instead, use the appropriate Forth W -8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a "saving clause." Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Forth W -9 that specifies the fotlowing five items: 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S :China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Forth W -9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Forth W -8. What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called "backup withholding." Payments that may be subject to backup withholding include interest, tax- exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, 2. You do not certify your TIN when required (see the Part II instructions on page 3 for details), 3. The IRS tells the requester that you furnished an incorrect TIN, 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Forth W -9. Also see Special rules for partnerships on page 1. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W -91f the name or TIN changes for the account, for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and /or imprisonment. Misuse of TINs. If the requester discloses or uses TINS in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Name If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name. If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form. Sole proprietor. Enter your individual name as shown on your income tax return on the "Name" line. You may enter your business, trade, or "doing business as (DBA)" name on the "Business name/disregarded entity name" line. Partnership, C Corporation, or S Corporation. Enter the entity's name on the "Name" line and any business, trade, or "doing business as (DBA) name" on the "Business name/disregarded entity name" line. Disregarded entity. Enter the owners name on the "Name" line. The name of the entity entered on the "Name" line should never be a disregarded entity. The name on the "Name" line must be the name shown on the income tax return on which the income will be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a domestic owner, the domestic owners name is required to be provided on the "Name" line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on the "Business name/disregarded entity name" line. If the owner of the disregarded entity is a foreign person, you must complete an appropriate Forth W -8. Note. Check the appropriate box for the federal tax classification of the person whose name is entered on the "Name" line (Individual /sole proprietor, Partnership, C Corporation, S Corporation, Trustlestate). Limited Liability Company (LLC). If the person identified on the "Name" line is an LLC, check the "Limited liability company" box only and enter the appropriate code for the tax classification in the space provided. If you are an LLC that is treated as a partnership for federal tax purposes, enter "P" for partnership. If you are an LLC that has filed a Forth 8832 or a Form 2553 to be taxed as a corporation, enter "C" for C corporation or "S" for S corporation. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section 301.7701 -3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be identified on the "Name" line) is another LLC that is not disregarded for federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the "Name" line. Form W-9 (Rev. 1 -2011) Other entities. Enter your business name as shown on required federal tax documents on the "Name" tine. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the "Business name/ disregarded entity name" line. Exempt Payee If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the "Exempt payee" box in the line following the "Business namet disregarded entity name," sign and date the form. Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding. The following payees are exempt from backup withholding: 1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2), 2. The United States or any of its agencies or instrumentalities, 3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities, 4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or 5. An international organization or any of its agencies or instrumentalities. Other payees that may be exempt from backup withholding include: 6. A corporation, 7. A foreign central bank of issue, 8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States, 9. A futures commission merchant registered with the Commodity Futures Trading Commission, 10. A real estate investment trust, 11. An entity registered at all times during the tax year under the Investment Company Act of 1940, 12. A common trust fund operated by a bank under section 584(a), 13. A financial institution, 14. A middleman known in the investment community as a nominee or custodian, or 15. A trust exempt from tax under section 664 or described in section 4947. The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15. IF the payment is for ... THEN the payment is exempt for... Interest and dividend payments All exempt payees except for 9 Broker transactions Exempt payees 1 through 5 and 7 through 13. Also, C corporations. Barter exchange transactions and Exempt payees 1 through 5 patronage dividends Payments over $600 required to be Generally, exempt payees reported and direct sales over 1 through 7' $5,000' 'Sea Form 1099 -MISC, Miscellaneous Income, and its instructions. ' However, the following payments made to a corporation and reportable on Forth 1099 -MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number tax. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN. If you are a single- member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on page 2), enter the owner's SSN (or EIN, if the owner has one). Do not enter the disregarded entity's EIN. If the LLC is classified as a corporation or partnership, enter the entity's EIN. Note. See the chart on page 4 for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS -5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1 -800- 772 -1213. Use Forte W -7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov7businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Fortes W -7 and SS -4 from the IRS by visiting IRS.gov or by calling 1- 800 -TAX -FORM (1- 800 - 829 - 3676). If you are asked to complete Form W -9 but do not have a TIN, write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note. Entering "Applied For' means that you have already applied for a TIN or that you intend to apply for one soon. Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W -8. Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W -9. You may be requested to sign by the withholding agent even if item 1, below, and items 4 and 5 on page 4 indicate otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on the "Name" line must sign. Exempt payees, see Exempt Payee on page 3. Signature requirements. Complete the certification as indicated in items 1 through 3, below, and items 4 and 5 on page 4. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You me) cross out item 2 of the certification. Form W-9 (Rev. 1 -2011) 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. What Name and Number To Give the Requester For this type of account: Give name and SSN of 1. Individual The individual 2. Two or more individuals ljoint The actual owner of the account or, account) if combined funds, the first individual on the account 3. Custodian account of a minor The minor' (Uniform Gift to Minors Act) 4. a. The usual revocable savings The grantor -Wsae trust (grantor is also trustee) b. So- called trust account that is The actual owner not a legal or valid trust under slate law 5. Sole proprietorship or disregarded The owner entity owned by an individual 6. Grantor trust fling under Optional The grantor* Form 1099 Filing Method 1 (see Regulation section 1.6714(b)(2)(i)(A)) For this type of account: Give name and EIN of: 7. Disregarded entity not owned by an The owner individual 8. A valid tout, estate, or pension trust Legal entity 9. Corporation or LLC electing The corporation corporate status on Form 8832 or Form 2553 10. Association, club, religious, The organization charitable, educational, or other tax - exempt organization 11. Partnership or mufti- member LLC The partnership 12. A bmker or registered nominee The broker or nominee 13. Account with the Department of The public entity Agriculture in the name of a public entity (such m a state or local government school district, or prison) that receives agricultural program payments 14. Grantor must filing under the Form The tout 1041 Filing Method or the Optional Form 1199 Filing Method 2 (sae Regulation section 1.6714(b)(2)(HB)) List first and circle the name of Ire person whose number you fixnish. a o y one person on a jdnt acrd has an SSN. Nat peraori s number neat W famished. r Circle me mrers name and famish the moors SSN. ' You must show your individual name and you they also enter your business WOW nacre on Me'Buvneea remeidisregerded entity" name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you W use your SSN. List first and arch vie name of the met, estate, or pension most (D nor famish the TIN &vie personal representative or mutes unless the legal entity meat is rot designated in Me account title.) Nso sea Special rules fa-win ersnlps on page 1. 'ote. Grantor also must prwde a Form W-9 to trustee of bust. Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.. Secure Your Tax Records from Identity Theft Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, • Ensure your employer is protecting your SSN, and • Be careful when choosing a tax preparer. If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1- 800 -908 -4490 or submit Form 14039. For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance. Victims of identity theft who are experiencing economic hams or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll -free case intake line at 1- 877 - 777 -4778 or TTYfFDD 1- 800 -829 -4059. Protect yourself from suspicious Smalls or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft. The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1- 800 - 366 -4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or contact them at wwwAc.govIlldtheft or 1- 877 - IDTHEFT (1- 877438 -4338). Visit IRS.gov to learn more about identity theft and how to reduce your risk. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your corect TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property, the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA The person collecting this form uses the information on the form to file information returns with the IRS, reporting rite above infornaton. Routine uses of this information include giving K to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file - tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information. Office of the State Controller Vendor Electronic Payment Form Return to: OSC Support Services Center Email: osc.su000rt.services(a)osc.nc.eov Address: 1410 Mail Service Center f �= Telephone: 919- 707 -0795 Raleigh, NC 27699 -1410 r C] New Add Request Fax: 919 -981 -5561 - Change Existing ePay Account For your convenience and benefit, the State of North Carolina offers payees the opportunity to receive future payments electronically, rather than by check. Your payments will be deposited into the checking or savings account of your choice. In addition to having the money deposited electronically, you also will be notified of the deposit either by fax or by e-mail. The fax or e-mail will provide you with all the information that would normally be on your check stub. To receive payments electronically, you must print, complete this form, attach a voided check and return both to the address above. PRINT the following information. FAX or E -MAIL ADDRESS for payment notification. (Place a check mark in front of the method that you prefer.) Payee Name: M E -mail address: '�' f un�1 eW ki-�n o�•W Federal ID # /SSN #: O a-4 ❑ FAX Number: Bank Name: Q n _f-r v "t I Print Name and Tide: QAS foP - Bank Routing Number: I O 11 l Contact Phone Number: q I p_-� g Checking Acct #: O -1 Payee Address for ApplicableAccounts: pew Y\OJef(�rC,�Dur\-lY I `)oil -k (ict4er rat �lr ,- ajOgpJefrm� ❑ Savings Acct #: n`,�!� l I (Yu N lr 3_vo ATTACH VOIDED CHECK OR PROVIDE A BANK LETTER WITH ACH ROUTING /ACCOUNT INFO I acknowledge that electronic payments to the designated account must comply with the provisions of U.S. law, as well as the requirements of the Office of Foreign Assets Control (OFAC). Check one of the following: I affirm that, regarding electronic payments the State of North Carolina may remit to the financial institution for credit to the account that 1 have designated, the entire payment amount is not subject to being transferred to a foreign bank account. ❑ 1 affirm that, regarding electronic payments the State of North Carolina may remit to the financial institution for credit to the account that 1 have designated, the entire payment amount is subject to being transferred to a foreign bank account. understand that any electronic payments that may be remitted to me may be labeled with 'lAr as the standard entry class. I acknowledge that availability of funds credited to the account will be subject to my receiving financial institution's policies and procedures. I also understand that the remitting agency may elect to remit future payments to me via paper check instead of electronically. I authorize the Office of the State Controller to initiate direct deposit entries each pay period, and if necessary, adjustments for any direct deposit entries in error, to the financial institution and account identified on the attached certification document. I understand and accept the conditions of participation in the direct deposit program. This authority will remain in effect until I cancel it in writing. SIGNATURE: - DATE: I L(S0. �tt��ZtoQclntr )(' v4 �-kmocia\ OCC+rev- )is4 c* 100 �I Branch Banking and Trust Company Caporate Client Service Advisory Team Mailcode: 001- 16 -17 -10 200 W 2nd Street Winston Salem, NC 27101 -4019 Direct Fax (886) 707 -4152 January 20, 2016 Mr. David B. Williams: This letter is to inform the Division of Soil & Water Conservation located at 1614 Mail Service Center, Raleigh, NC 27699, that New Hanover County has an account with Branch Banking & Trust located at 200 West Second Street Winston Salem, NC 27101. New Hanover will receive Matching Funds through the Account- 0005108171326 and the ABA/Routing- 053101121 referenced. If you should need any further assistance, please contact Summer Ruffin at the information listed below. Si erely, S mer Ruffin Client Service Advisor BB &T Treasury Client Support 200 West Second Street Fl 9 Winston Salem, NC 27101 Phone: (336) 733 -3185 Email: saruffin @bbandt.com