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HomeMy WebLinkAbout46-90 RESOLUTION"I -114"W • RESOLUTION NO. 46-90 A RESOLUTION APPROVING THE AGREEMENT WITH THE ARKANSAS INDUSTRIAL DEVELOPMENT COMMISSION FOR A $125,000 TO MAKE ROAD IMPROVEMENTS TO THE EXISTING INDUSTRIAL PARK. BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF FAYETTEVIIJE, ARKANSAS: Section 1. That the Mayor and City Clerk are hereby authorized and directed to execute an agreement for road improvements to the existing industrial park with Arkansas Industrial Development Commission in the amount of $125,000.00. A copy of the agreement authorized for execution hereby is attached hereto marked Exhibit"A" and made a. part. herea. PASSED AND APPROVED this 20th dav of. March .• AMST1 ffd ••••• • 44'' - 2;_-.15 V • • • - V • *". •0• 11 ••••••••• ••/ - , A...--, w . . - .., . -.. , -. - - -,-. ,.. _ s. bmild Neva10 "recitoesopee tn.2.1 Dee lortmtnc tom ifu sii on inne S ate tbl Nun .2LjuJe Roil. A &insas..LIS)022:01 t.i!4•110110 if5.01.)(68-26e345 • Tete x Aux: tra „Fax log •).. IEME Grantor: ECONOMIC INFRASTRUCTURE FUND GRANT PROGRAM GRANT AGREEMENT PART I Signatory Page Grantee #: EIF 8834 Arkansas Industrial Development Commission #1 Capitol Mall, Room 43 210 Little Rock, AR 72201 501-682-1211 City of Fayetteville (Name) 113 W. Mountain (Address) Fayetteville, AR 72701 (City, State, Zip Code) Washington (County) (501) 521-7700 (Telephone) 1. This Grant Agreement, is entered into by the Arkansas Industrial Development Commission, Grantor, and City of Fayetteville , Grantee, for the purpose of providing funds to Grantee to undertake public works projects which support private sector job creation opportunities pursuant to Act 340 of 1987 and/or Act 776 of 1989 and its successors. The Grantee agrees to initiate and complete a public works project in accordance with the terms of this Grant Agreement. 2. The Grantee further warrants it will conduct and administer the grant in accordance with this Agreement and all applicable State laws and regulations. ARKANSAS INDUSTRIAL DEVELOPMENT COMMISSION BY/a4AJULe Signature Dave Harrington Name Executive Director Title Date 3 las co William V. Martin Name Mayor Title /“1:9 Date • PART II - GRANT AGREEMENT GENERAL TERMS AND CONDITIONS In consideration of the general terms and conditions hereinafter contained, the Grantor and the Grantee agree as follows: 1. COMPENSATION AND METHOD OF PAYMENT. The Grantor will utilize a grant request for payment procedure and will authorize the Grantee to draw up to $ 125,000 against a Grant Award through the State Treasury, consistent with all fiscal requirements stipulated herein. The Grantee may request and receive authorized grant funds by submitting appropriate forms and documentation, subject to approval by the Grantor, for payments of allowable expenses incurred by the Grantee while undertaking approved project activities in accordance with this Grant Agreement. These expenses must be identified by line item categories which correspond to the line item categories on this Grant Agreement's Scope of Work -Budget. Requisitions will be mailed to the Grantor, and the Grantor will review and approve the requisitions before issuing Payment to the Grantee. 2. LEGAL AUTHORITY. By signing the Grant Agreement Document's Signatory Sheet, the Grantee certifies that it possesses legal authority to accept grant funds and to execute the project described in this Grant Agreement. This act of signing will also certify that the Grantee will comply with all parts of this Agreement. 3. WAIVERS. No conditions or provisions of this Grant Agreement may be waived unless approved by the Grantor, in writing. 4. ASSIGNABILITY. The Grantee will not assign any interest in this Grant Agreement and will not transfer any interest in the same (whether by assignment or novation). 5. SPECIAL CONDITIONS. The Grantee will comply with all special conditions and attachments incorporated herein to this grant award. Compliance approval and clearance of special conditions will be given by the Grantor in writihg after receipt and review of evidence of compliance from the Grantee. Official notification of a special condition and the Grantor's approval and/or clearance of special conditions must be retained by the Grantee in its files. 6. FINANCIAL MANAGEMENT AND ACCOUNTING. The Grantee will establish and maintain a financial ManageMent and accounting system which conforms to generally accepted accounting principles and complies with all applicable State requirements. 7. ALLOWABLE COSTS. All costs necessary to carry out the eligible activities in the project must be consistent with and not exceed the limitations imposed by special conditions, scope of work and budget. • • 8. AMENDMENTS AND MODIFICATIONS. The Grantor will consider project amendments if they are necessitated by actions beyond the control of the Grantee. The Grantee may request or the Grantor may require an amendment or modification of the Grant Agreement. However, such amendment or modification will not take effect until approved, in writing, by the Grantor. The Grantee must request prior approval for all amendments or modifications. Amendments will not be approved which would materially alter the circumstances under which the grant was originally funded. 9. RECORD KEEPING. The Grantee agrees to keep such records as the Grantor may require. All such records, and other record d pertinent to the grant and work undertaken as part of the project, will be retained by the Grantee for a petiod of three years after the final audit of the program. 10. ACCESS TO RECORDS. The Grantor and duly authorized officials of the State will have full access and the right to examine any pertinent documents, papers, records, and books of the Grantee and of persons or organitatiouS with which the Grantee may con- tract, which involve transactions related to this Grant Agreement. The Grantee's contract with other persons or organizations must specifically provide for the Grantor's access to documents as provided herein. 11. REPORTS. The Grantee, at such times and in such forms as the Grantor may require, will furnish the Grantor with such periodic reports as it may request pertaining to the activities undertaken pursuant to this Grant Agreement, the costs and obligations incurred in connec- tion therewith, and any other matters covered by this Grant Agree- ment. 12. OBLIGATIONS REGARDING THIRD PARTY RELATIONSHIPS. The Grantee will remain fully obligated under the provisions of the Grant Agreement notwithstanding its designation of any third party or parties for the undertaking of all or any part of the project described herein. Any subcontractor which is not the Grantee will comply with all lawful requirements of the Grantee necessary to ensure that the project is carried out in accordance with the provisions of this Grant Agreement. The Grantee shall secure all such services in accordance with appli- cable State law and the provisions of this Grant Agreement, and shall notify the Grantor, in writing, of the method utilized to secure ser- vices, the name and address of the service provider(s), the scope of work anticipated and the terms of compensation. 13. CONFLICT OF INTEREST. No officer or employee of the Grantor, no member, officer, or employee of the Grantee or its designees or agents, no member of the governing body of the jurisdiction in which the project is undertaken or located and no other official of such locality or localities who exercises any functions or responsibilities with respect to the project during his tenure, t • • will have any personal or pecuniary gain or interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the project assisted under this agreement. The Grantee will incorporate, or cause to incorporate, in all such contracts or subcontracts a provision prohibiting such interest pursuant to the purpose of this provision. The Grantor reserves the right to waive certain provisions of this clause in the event of a situation, once justified as unavoidable by the Grantee, and approved by the Grantor which necessitates such a waiver. 14. POLITICAL ACTIVITY. No portion of the funds provided hereunder will be used for any partisan political activity or to further the election or defeat of any candidate for public office or influence the approval or defeat of any ballot issue. 15. NOTICES. The Grantee will comply with all public notices or notices to individuals required by applicable State laws. 16. PROHIBITION AGAINST PAYMENTS OF BONUS OR COMMISSION. The assistance provided under this Grant Agreement will not be used in payment of any bonus or commission for the purpose of obtaining approval of the application for such assistance or any other approval or con- currence under this Grant Agreement. 17. TERMINATION BY MUTUAL AGREEMENT. This Grant Agreement may be termi- nated, in whole or in part, prior to the completion of project activities when the Grantor determines that continuation is not feasible or would not produce beneficial results commensurate with the further expenditure of funds. The Grantee will not incur new obligations for the terminated portion after the effective date, and will cancel as many outstanding obligations as possible. The Grantor will make funds available to the Grantee to pay for allow- able expenses incurred before the effective date of termination. 18. TERMINATION FOR CAUSE. If the Grantee fails to comply with the terms of the Grant Agreement, or fails to use the grant for only those purposes set forth herein, the Grantor may (a) Suspend Grant Payments - After notice to the Grantee, suspend the grant and withhold any.futther payment or prohibit the Grantee from incurring additional obligations of grant funds, pending corrective action by the Grantee or a decision to terminate by the Grantor. (b) Terminate in toto - Terminate the grant in whole, or in part at any time before the final gtant payment is made. The Grantor will promptly notify the Grantee in writing of its determination to terminate, the reason for such termination, and the effective date of the termination. Payments made to the Grantee or recoveries by the Grantor will be in accor- dance with the legal rights and liabilities of the parties. 19. RECOVERY OF FUNDS. In the event of a default or violation of the terms of the Grant Agreement by the Grantee, the Grantor may institute actions to recover all or part of the project funds paid to the Grantee. 20. DISPUTES. Except as otherwise provided in this agreement, any dispute concerning a question of fact arising under this agree- ment which is not disposed of by provision of the Grant Agree- ment, will be decided by the Grantor which will reduce its decision to writing and mail or otherwise furnish a copy thereof to the Grantee. The decision of the Grantor will be final and conclusive. This does not preclude the consideration of ques- tions of law in connection with decisions provided for in the preceding paragraph; provided that nothing in this Grant Agree- ment will be construed as making final the decision of any administrative official, representative, or board on a question of law. 21. INDEMNIFICATION. The Grantee will defend, protect, and save harm- less the Grantor from and against all claims, suits, and actions arising from any act or omission of the Grantee or any employee or agents of either in the performance of this Grant Agreement. 22. SEVERABILITY. If any provision under this Grant Agreement or its application to any person or circumstances is held invalid by any court of competent jurisdiction, this invalidity does not affect other provisions of the Grant Agreement which can be given effect without the invalid provision. 23. PERFORMANCE. The Grantor's failure to insist upon the strict performance of any provision of this contract or to exercise any right based upon breath thereof or the acceptance of any performance during such breach, will not constitute a waiver of any rights under this Grant Agreement. 24. ENFORCEMENT. If the Grantor determines that a Grantee's per- formance fails to meet the terms and conditions of its Grant Agreement, several courses of action may be pursued in order to resolve the problem. The Grantor may take any of the follow- ing actions, severally or in combination: (a) Request additional information from the Grantee to verify the nature of inadequate performance; (b) Conduct a site visit to examine pertinent records and re- commend remedial causes of action; (c) Issue a letter of warning, advising the Grantee of the deficiency, recommendations for corrections, date by which performance must be corrected and notice that more serious sanctions may be imposed if the situation continues or is repeated; (d) Suspend funding of questioned activities until remedies are effected; (e) Require reimbursement of funds improperly spent; or (f) Refer the matter to the Attorney General of Arkansas with a recommendation that a civil action be instituted. 25. AUDIT. The Grantee will be responsible for the conduct of a financial and compliance audit within a reasonable period after completion of project activities. Such audit may be performed by a certified public accountant whose services are secured through open, competitive bidding process or during the course of an audit conducted by staff of the Legislative Joint Audit Committee. The Grantor reserves the right to recover any unspent or questioned balance of grant funds, if any, from the Grantee after final audit. 26. CLOSE-OUT. The Grantor will advise the Grantee to initiate close- out procedures when the Grantor determines, in consultation with the Grantee, that there are no impediments to close-out and that the following criteria have been met or soon will be met: (a) All costs to be paid with grant funds have been incurred with the exception of any unsettled third party claims against the Grantee. Costs are incurred when goods and services are received and/or contract work is performed; (b) The last required progress report has been submitted. The Grantee's failure to submit or update will not preclude the Grantor from effecting close-out if it is deemed to be in the State's interest. Any excess grant amount which may be in the Grantee's possession will be retutned in the event of the Grantee's failure to furnish or update the report; and (c) Other responsibilities of the Grantee under this Grant Agree- ment and any close-out agreement; and applicable laws and regulations appear to have been carried out satisfactorily or there is no further State intetett in keeping the grant open for the purpose of securing performance. 27. The Grantee agrees, as a condition (5f receiving grant assistance, to abide by and adhere to any polity directives, rules, regula- tions or other requirements which may be issued from time to time by the Grantor, and which in the Opinion of the Grantor are necessary to efficient or legal execution of the project. PART III SCOPE OF WORK, SPECIAL CONDITIONS, BUDGET, AND PROJECT SCHEDULE SECTION A - SCOPE OF WORK Grantee: City of Fayetteville Amendment # N/A Control #: EIF 8834 Amendment Date N/A The project described more fully herein consists of a grant to the Grantee for the purpose of constructing road improvements to the Industrial Park. Such improvements are necessary to facilitate the investment by Superior Industries (the "Company") in Fayetteville. The company plans to create the minimum of thirty (30) new jobs in support of its operations. The location of all improvements are shown on the project map, which is attached hereto, and incorporated herein by reference. The Company will provide documentation of job creation to the Grantee. Verification of job creation by the Company will be the sole basis by the Grantee and Grantor for justifying the commitment of economic infrastructure funds to this project. Construction Grant funds may be utilized for the following construction activities: 1. Paving of a right turn lane on •Armstrong Avenue at intersection of Armstrong Avenue and Arkansas Highway 16. Construction includes: - 500 lineal feet, 8" SB2, - 3" hot asphaltic concrete 2. Paving a portion of Pump Station Road between Armstrong Avenue and Arkansas Highway 156. Construction includes: - 1620 lineal feet, 8" SB2, - 3" hot asphaltic concrete 3. Paving Pump Station Road east of Armstrong Avenue. Construction includes: - 1135 lineal feet, 8" SB2 - 3" hot asphaltic concrete. The total estimated construction of these is improvements is $109,000. Acquisition Grantee represents that necessary rights of way, easements and other property have been or will be secured, by the Grantee at its expense. • Engineering Services The grantee will secure the services of an engineering firm to provide the following services: 1. Prepare plans and specifications for the road improvements. 2. Assist owner in securing approvals and permits from state and federal agencies as required. 3. Prepare and distribute contract documents. 4. Conduct bid opening and assist the owner in selecting contractor. 5. Organize and conduct a pre -construction conference. 6. Develop contract. 7. Coordinate utility locations, if required. 8) Supervise and verify that all construction is completed in accordance with contracts documents. 9) Verify and issue all payments 10) Perform final inspection, certify completion, provide record documents, and attend end -of -year warranty inspection. These services will be detailed in a contract between the engineer and the Grantee at a cost not to exceed $16,000. EIF grant funds are budgeted for these services. • SECTION B - SPECIAL CONDITIONS Grantee: City of Fayetteville Grant Control #EIF-8834 1. The Grantee shall insure that all requests for payment are accompanied by pay estimates approved by the contractor, engineer and Grantee. 2. The Grantee must conduct an audit of the EIF grant funds at project completion and submit the audit to Grantor for review. 3. The Company must agree to submit job creation information to the Grantee in order that Grantor can monitor job creation in association with the grant. • SECTION C - BUDGET Grantee: City of Fayetteville Amendment #: N/A Control #: EIF8834 Amendment DATE: N/A Category: Housing Economic Development X Community Facility Planning Activity: Road Improvements COST CLASSIFICATION Source of Funds (Please Specify) Cost Sub -Costs EIF Classification Total Construction 109,000 Engineering 109,000 16,000 16,000 TOTALS 125,000 125,000 AVIOSO re< UNI R X w ou, )1 ithetiA s Cath ler h E DIC SON -r Mount Serproya w Methodist A,sienibly Grounds • IIOHTON IRAIL AEA COVERED OY MAP OF Et CENTRAL FAYETTEVILLE SHOWN AT turrEn LEF r SOUTHERN HEIGHTS 0 PLACE Hap o PeiTY 14T 0 61, Walker Ps r figs re 7100Iling Center St TKER ./ ffecion El M. Sch Park I1TH ST tn i2TH ST I3TH ST ELLA ST SECruoymi CT rriri rgTSVItt E STH ST Buckner crAr FAMLANE ST I0 FAIRLANE ST MC [TINTO bilE ISTH Pirk •4it Efts ShO Cellr 13TH CC 0 City 2 ;10/41 Siren NOUSTRIAL PLACE EbIt' CPC EE LOWER LEFT CORNER ' FOR EXTENSION ..40" OF CITY LIMITS AROUNO TAKE SEOUOYAH AREA FRM ROAD S ▪ ATION ' FAYETTEVILLE INDUSTRIAL PARK CO ERCE IN OR PVT OR FAYETTEVILLE COUNTRY CLUB 3 AND GOLF COURSE :1 ' I ICI GH 8? SEE REVERSE SIDE FOR STREET INDEX STREET MAP OF 11 FAYETTEVILLE SCALE .0 MILES 0 ONE INCH COUALS A P00X.0.12 MILES STATE HIGHWAYS STREETS rrari ONE WAY STREET PLACES OF a INTEREST CITY PROPERTY HIGHWAY MARKERS U.S. HIGHIYAY STATE HIGHWAY 12 PREPARED ESPECIALLY FOR THE FAYETTEVILLE CHAMBER OF COMMERCE 1986 EDITION COPYRIGHT SY ARKANSAS ALMANAC COMPANY INC — ALL RIGHTS RESERVED PC NOIC 1231 — JONESSORO ARKANSAS 72403 r Grantor: ECONOMIC INFRASTRUCTURE FUND GRANT PROGRAM GRANT AGREEMENT PART I Signatory Page Grantee #: EIF 8834 Arkansas Industrial Development Commission #1 Capitol Mall, Room 4B 210 Little Rock, AR 72201 501-682-1211 City of Fayetteville (Name) 113 W. Mountain (Address) Fayetteville, AR 72701 (City, State, Zip Code) Washington (County) (501) 521-7700 (Telephone) 1. This Grant Agreement, is entered into by the Arkansas Industrial Development Commission, Grantor) and City of Fayetteville , Grantee, for the purpose of providing funds to Grantee to undertake public works projects Which support private sector job creation opportunities pursuant to Act 340 of 1987 and/or Act 776 of 1989 and its successors. The Grantee agrees to initiate and complete a public works project in accordance with the terms of this Grant Agreement. 2. The Grantee further warrants it will conduct and administer the grant in accordance with this Agreement and all applicable State laws and regulations. ARKANSAS INDUSTRIAL City of Fayetteville DEVELOPMENT COMMISSION Grantee BY: BY: Signature Signature Dave Harrington William V. Martin Name Name Executive Director Mayor Title Title Date Date 1.2.04 • PART II - GRANT AGREEMENT GENERAL TERMS AND CONDITIONS In consideration of the general terms and conditions hereinafter contained, the Grantor and the Grantee agree as follows: 1. COMPENSATION AND METHOD OF PAYMENT. The Grantor will utilize a grant request for payment procedure and will authorize the Grantee to draw up to $ 125,000 against a Grant Award through the State Treasury, consistent with all fiscal requirements stipulated herein. The Grantee may request and receive authorized grant funds by submitting appropriate forms and documentation, subject to approval by the Grantor, for payments of allowable expenses incurred by the Grantee while undertaking approved project activities in accordance with this Grant Agreement. These expenses must be identified by line item categories which correspond to the line item categories on this .Gtant Agreement's Scope of Work -Budget. Requisitions will be mailed to the Grantor, and the Grantor will review and approve the requisitions before issuing Payment to the Grantee. 2. 'LEGAL AUTHORITY. By signing the Grant Agreement Document's Signatory Sheet, the Grantee certifies that it possesses legal authority to accept grant funds and to execute the project described in this Grant Agreement. This act of signing will also certify that the Grantee will tomply with all parts of this Agreement. 3. WAIVERS. No conditions or provisions of this Grant Agreement may be waived unless approved by the Grantor, in writing. 4. ASSIGNABILITY. The Grantee tWill not assign any interest in this Grant Agreement and will not transfer any interest in the same &whether by assignment or novation). 5. SPECIAL CONDITIONS. The Grantee will comply with all special conditions and attachments incofporated herein to this grant award. Compliance approval and clearance of special conditions will be given by the Grantor in writing after receipt and review of evidence of compliance from the Grantee. Official notification of a special condition and the Grantor's approval and/or clearance of special conditions must be retained by the Grantee in its files. 6. FINANCIAL MANAGEMENT AND ACCOUNTING. The Grantee will establish and maintain a financial management and accounting system which conforms to generally accepted accounting principles and complies with all applicable State requirements. 7. ALLOWABLE COSTS. All costs necessary to carry out the eligible activities in the project must be consistent with and not exceed the limitations imposed by special conditions, scope of work and budget. 12.05 • tt 8. AMENDMENTS AND MODIFILCATIONS. The Grantor will consider project amendments if they are necessitated by actions beyond the control of the Grantee. The Grantee may request or the Grantor may require an amendmeat or modification of the Grant Agreement. However, such amendment or modification will not take effect until approved, in writing, by the Grantor. The Grantee must request prior approval for all amendments or modifications. Amendments will not be approved which would materially alter the.circumstances under which the grant was originally funded. 9. RECORD KEEPING. The Grantee agrees to keep such records as the Grantor may require. All such records, and other records pertinent to the grant 'and work undertaken as part of the project, will be retained by the Grantee for a period of three years after the final audit of the program. 10. ACCESS TO RECORDS. The Grantor and duly authorized officials of the State will have full access and the right to examine any pertinent documents, papers, records, and books of the Grantee and of persons or organizations with which the Grantee may con- tract, which involve transactions related to this Grant Agreement. The.Grantee's contract with other persons Or organizations must specifically provide for the Grantor's access to documents as provided herein. 11. REPORTS. The Grantee, at such times and in such forms as the Grantor may require, will furnish the Grantor with such periodic reports as it =ay request pertaining to the activities undertaken pursuant to this Grant Agreement, the costs and obligations incurred in connec- tion therewith, and any other matters covered by this Grant Agree- ment. 1/. OBLIGATIONS REGARDING TEIRD PARTY RELATIONSHIPS. The Grantee will remain fully obligated under the provisions of the Grant Agreement notwithstanding its designation Of any third party or parties for the undertaking of all or any part of the project described herein. Any subcontractor which is not the Grantee will comply with all lawful requirements of the Grantee necessary to ensure that the project is carried out in accordance with the provisions of this Grant Agreement. The Grantee shall secure all suCh services in accordance with appli- cable State law and the provisitts of this Grant Agreement, and shall notify the Grantor, in writing, of the method utilized to secure ser- vices, the name and address of the service provider(s), the scope of work anticipated and the terms of ctmpensation. 13. CONFLICT OF INTEREST. No officer or employee of the Grantor, no member, officer, or employee tf.the Grantee or its designees or agents, no member of the governing body of the jurisdiction in which the project is undettaket or located and no other official of such locality or localitiet whO exercises any functions or responsibilities with respect 'CO the project during his tenure, 12.06 will have any personal or pecuniary gain or interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the project assisted under this agreement. The Grantee will incorporate, or cause to incorporate, in all such contracts or subcontracts a provision prohibitimg such interest pursuant to the purpose of this provision. The Grantor reserves the right to waive certain provisions of this clause in the event of a situation, once justified as unavoidable by the Grantee, and approved by the Grantor which necessitates such a waiver. 14. POLITICAL ACTIVITY. No portion of the funds provided hereunder will be used for any partisan political activity or to further the election or defeat of any candidate for public office or influence the approval or defeat of any ballot issue. 15. NOTICES. The Grantee will comply with all public notices or notices to individuals required by applicable State laws. 16. PROHIBITION AGAINST PAYMENTS OF BONUS OR COMMISSION. The assistance provided under this Grant Agreement will not be used in payment of any bonus or commission for the purpose of obtaining approval of the.application for such assistance or any other approval or con— currence under this Grant Agreement. 17. TERMINATION BY MUTUAL AGREEMENT. This Grant Agreement may be termi— nated, in whole or in part, prior to the completion of project activities when the Grantor determines that Continuation is not feasible or would not produce beneficial retults commensurate with the further expenditure of funds, The Grantee will not incur new obligations for the termLnated portion after the effective date, and will cancel as many outstanding obligations as possible. The Grantor will make funds available to the Grantee to pay for allow— able expenses incurred before the effective date of termination. 13. TERMINATION_FOR CAUSE. If the Grantee fails to comply with the terms of the Grant Agreement, or fails to use the grant for only those purposes set forth herein, the Grantor may• (a) Suspend Grant Payments — Alter notice to the Grantee, suspend the grant and withhold any further payment or prohibit the Grantee from incurring additional obligations of grant funds, pending corrective action by the Grantee or a decision to terminate by the Grantor. (b) Terminate in toto — Terminate the grant in whole, or in part at any time before the final grant payment is made. The Grantor will promptly notify the Grantee in writing of its decermina-ion to terminate, the reason ler such termination, and the effective date of the termination. Payments made to the Grantee or recoveries by the Grantor will be in accor— dance with the legal rights and liabilities of the parties. 19. RECOVERY OF FUNDS. In the event of a default or violation of the 12.07 td It 12.08 terms of the Grant Agreement by the Grantee, the Grantor may institute actions to recover all or part of the project funds paid to the Grantee. 20. DISPUTES. Except as otherwise provided in this agreement, any dispute concerning a question of fact arising under this agree- ment which is not disposed of b/ provision of the Grant Agree- ment, will be decided by the Grantor /which will reduce its decision to writing and mail or otherwise furnish a copy thereof to the Grantee. The decision of.the Grantor will be final and conclusive. This does not preclude the consideration of ques- tions of law in connection with decisions provided for in the precediag paragraph; provided that nothing it this Grant Agree- ment will be construed as making final the decision of any administrative official, representative, or board on a question of law. 21. INDEMNIFICATION. The Grantee will defend, protect, and save harm- less che Grantor from and against all claims, suits, and actions arising from any act or =IS:slot of the Grantee or any employee o r agents of either in the perZormance of this Grant Agreement. 21. S7VERA3ILITY. If amy provision under this Grant Agreetent or its application to any person or circumstances is held invalid by any court of competent jurisdictiOn, this invalidity does not affect o ther provisions of the Grant Agreement which can be given effect without the invalid provision. 23. PERFORMANCE. The Grantor's failure to insist upon the strict performance of any proVision Of this contract or to exercise any right based upon breach thereof or the acceptance of any performance during such breach,.will not constitute a waiver of any rights under this Grant Agreement. 14 ENFORCEMENT. If the Grantor 'determines that a Grantee's per- formance fails to meet the terms and conditions of its Grant Agreement, several courses of action may be pursued in order to resolve the problem. The Ztantor may take any of the follow- ing actions, severally or in Cetbitation: (a) Request additional information from the Grantee to verify the nature of inadequate performance; (b) Conduct a site visit to examine pertinent records and re- commend remedial causes oi action; (c) Issue a letter of warning, advising the Grantee of the deficiency, recommendations for corrections, date by which performance must be corrected and notice that more serious sanctions may be imposed if the situation continues or is repeated; (d) Suspend funding of questioned activities until remedies are effected; • 12.09 • (e) Require reimbursement of funds improperly spent; or (f) Refer the matter to the Attorney General of Arkansas with a recommendation that a civil action be instituted. 25. AUDIT. The Grantee will be responsible for the conduct of a financial and compliance audit within a reasonable period after completion of project activities. Such audit may be per:ormed by a certified public accountant whose services are secured through open, competitive bidding process or during the course of an audit conducted by staff of the Legislative Joint Audit Committee. The Grantor reserves the right to recover any unspent or questioned balance of grant funds, if any, from the Grantee after final audit. 26. CLOSE-OUT. The Grantor will advise the Grantee to initiate close- out procedures when the Grantor determines, in consultation with the Grantee, that there are no impediments to close-out and that the following criteria have been met or soon will be met: (a) All costs to be paid with grant funds have been incurred with the exception of any unsettled third party claims against the Grantee. Costs are incurredyhen goods and services are received and/or contract work is performed; (b) The last required progress report has been submitted. The Grantee's failure to submit or update will not preclude the Grantor from effecting close-out if it is deemed to be in the State's interest. Any excess grant amount which may be.in the Grantee's possession will be returned in the event of the Grantee's failure to furnish or.update the report; and (c) Other responsibilities of the Grantee under this Grant Agree- ment and any close-out agreement, and applicable laws and regulations appear to have bee ft carried out satisfactorily or there is no further State interest in keeping the grant open for the purpose of securing performance. 27. The Grantee agrees, as a condition of receiving grant assistance, to abide by and adhere to any polity directives, rules, regula- tions or other requiremenct which may be istued from time to time by the Grantor, and which in the opinion of the Grantor are necessary to efficient or legal execution of the project. do. • r. • PART III SCOPE OF WORK, SPECIAL CONDITIONS, BUDGET, AND PROJECT SCHEDULE SECTION A - SCOPE OF WORK Grantee: City of Fayetteville Amendment # N/A Control #: EIF 8834 Amendment Date N/A The project described more fully herein consists of a grant to the Grantee for the purpose of constructing road improvements to the Industrial Park. Such improvements are necessary to facilitate the investment by Superior Industries (the "Company") in Fayetteville. The company plans to create the minimum of thirty (30) new jobs in support of its operations. The location of all improvements are shown on the project map, which is attached hereto, and incorporated herein by reference. The Company will provide documentation of job creation to the Grantee. Verification of job creation by the Company will be the sole basis by the Grantee and Grantor for justifying the tommitment of economic infrastructure funds to this project. Construction Grant funds may be utilized for the following construction activities: 1. Paving of a right turn lane on Armstrong Avenue at intersection of Armstrong Avenue and Arkangag Highway 16. Construction includes: - 500 lineal feet, 8" S82, - 3" hot asphaltic concrete 2. Paving a portion of Pump Station Road between Armstrong Avenue and Arkansas Highway 156. Construction includes: - 1620 lineal feet, 8" SB2, - 3" hot asphaltic concrete 3. Paving Pump Station Road east of Armstrong Avenue. includes: - 1135 lineal feet, 8" SB2 - 3" hot asphaltic concrete,. The total estimated construction of these is improvements Acquisition Grantee represents property have been Construction is $109,000. that necessary rights of way, easements and other or will be secured, by the Grantee at its expense. 12.10