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HomeMy WebLinkAbout25-02 RESOLUTION• • • RESOLUTION NO. 25-02 A RESOLUTION ACCEPTING AN ECONOMIC INFRASTRUCTURE FUND GRANT FROM THE ARKANSAS DEPARTMENT OF ECONOMIC DEVELOPMENT IN THE AMOUNT OF ONE HUNDRED THOUSAND DOLLARS ($100,000.00) TO FUND THE REPLACEMENT OF A WATERLINE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That the City Council hereby accepts an Economic Infrastructure Fund Grant from the Arkansas Department of Economic Development in the amount of One Hundred Thousand Dollars ($100,000.00) to fund the replacement of a waterline. PASSED and APPROVED this 1901day of February, 2002. � C;- o�•E.:: J, • HER WOODRUFF, Ci lerk APPROVED: By • NAME OF FILE: CROSS REFERENCE: Resolution No. 25-02 02/19/02 Resolution No. 25-02 ll..r.......s [16c..a,., Gun . d- a Economic Infrastructure Fund Grant Program Grant Agreement from the Arkansas Department of Economic Development 02/19/02 Staff Review Form 02/26/02 Memo to Greg Boettcher, Public Works Director, from Heather Woodruff, City Clerk NOTES: 34S�o4 ll..r.......s [16c..a,., Gun . d- a wl Tao. c i '°- C OFIL MED AGREEMENT BETWEEN MAR 0 7 2002 GRANTEE AND BENEFICIARY CITY OF_FAY“ 'ICE WHEREAS, the City of Fayetteville, Arkansas, a municipal corporation hereinafter called Grantee has received a grant from the Arkansas Department of Economic Development to aid in the construction of a water line for Pinnacle Foods Corporation, Fayetteville, Arkansas, hereinafter called Beneficiary, now therefore be it resolved by and between the Grantee and Beneficiary, that WHEREAS, the Grantee has been awarded a $100,000.00 grant (#EIF 200208) from the Arkansas Department of Economic Development under its Economic Infrastructure Fund Grant Program, and the specific purpose of this grant is to directly assist Pinnacle Foods Corporation with expansion of its operations in Fayetteville, Arkansas by providing a $100,000.00 grant to assist in the completion of an estimated $189,380.00 water line replacement activity, and WHEREAS, the construction of the water line improvements shall enable Pinnacle Foods Corporation to create 134 new, full-time, permanent job positions at its Fayetteville facility, NOW THEREFORE BE IT RESOLVED between Grantee and Beneficiary, that: 1) The Beneficiary shall comply with any and all requirements of the Grant Agreement (#EIF 200208) attached hereto and made a part of this agreement, and shall save and hold harmless the Beneficiary from any and all claims, damages, recoveries, or actions resulting from the Beneficiary's failure to comply with applicable temis and conditions that fall under said Beneficiary's control or obligation; and 2) The Beneficiary agrees to create'134 , full-time permanent jobs at its Fayetteville operations within 24 months after beginning operations of the expanded facilities (or completion of the water line), whichever comes first, and 3) Beneficiary agrees to furnish any and all reports, documentation and information required by the Grantee in the fulfillment of the grant agreement temis, including the total number of jobs reports as set out in Section B -Special Conditions of said grant agreement, and IN WITNESS WJIEREOF, the parties have entered this agreement the date set forth below. Dated this X day of /1Arc4 , 2002. CITF FAYETTEVILL • AkF Dan Coody, Mayy' Attest: City Clerk PINNACLE FOODS CORPORATION r_ Attest: • e - AGREEMENT BETWEEN MAR 07 2002 GRANTEE AND BENEFICIARY WHEREAS, the City of Fayetteville, Arkansas, a municipal corporation hereinafter called Grantee has received a grant from the Arkansas Department of Economic Development to aid in the construction of a water line for Pinnacle Foods Corporation, Fayetteville, Arkansas, hereinafter called Beneficiary, now therefore be it resolved by and between the Grantee and Beneficiary, that WHEREAS, the Grantee has been awarded a $100,000.00 grant (#EIF 200208) from the Arkansas Department of Economic Development under its Economic Infrastructure Fund Grant Program, and the specific purpose of this grant is to directly assist Pinnacle Foods Corporation with expansion of its operations in Fayetteville, Arkansas by providing a $100,000.00 grant to assist in the completion of an estimated $189,380.00 water line replacement activity, and WHEREAS, the construction of the water line improvements shall enable Pinnacle Foods Corporation to create 134 new, full-time, permanent job positions at its Fayetteville facility, NOW THEREFORE BE IT RESOLVED between Grantee and Beneficiary, that: 1) The Beneficiary shall comply with any and all requirements of the Grant Agreement (#EIF 200208) attached hereto and made a part of this agreement, and shall save and hold harmless the Beneficiary from any and all claims, damages, -ecoveries, or actions resulting from the Beneficiary's failure to comply with applicable terms and conditions that fall under said Beneficiary's control or obligation; and 2) The Beneficiary agrees to create 134 nem full-time permanent jobs at its Fayetteville operations within 24 months after beginning operations of the expanded facilities (or completion of the water line), whichever comes first, and 3) Beneficiary agrees to furnish any and all reports, documentation and information required by the Grantee in the fulfillment of the grant agreement terms, including the total number of jobs reports as set out in Section B -Special Conditions of said grant agreement, and IN WITNESS WHEREOF, the parties have entered this agreement the date set forth below. Dated this day of , 2002. CIT F FAYETTEVILL Dan Coody, May, Attest: PINNACLE FOODS CORPORATION Avk g, -e- 604 irder Attest: City Clerk 1 • ECONOMIC INFRASTRUCTURE FUND GRANT PROGRAM GRANT AGREEMENT PART I Signatory Page Grantee: City of Fayetteville, Grant Amount: $100,000 GRANTOR Arkansas Department of Economic Development One Capitol Mall, Room 4B206 Little Rock, AR 72201 Phone: (501) 682-1211 Grant Control: #EIF 200208 Activity Type: Water GRANTEE Name: City of Fayetteville Address: 113 West Mountain Street Fayetteville, AR 72701 County: Washington Phone: (501) 521-7700/8330 1. This Grant Agreement, is entered into by the Arkansas Department of Economic Development, Grantor, and the 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 1381 of 1999 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 DEPARTMENT OF ECONOMIC CITY OF FAYETTEVILLE DEVELOPMENT BY: JA Signature Jim Pickens Name Director Title Date BY: Signature Dan Coody Name Mayor Title Date E (r G J • • • PART II - GRANT AGREEMEDIONS NERAL TERMS AND 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 $100,000 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. It is expressly understood that Grantor will honor requests for payment and disburse funds only to the extent that funds have been released to Grantor therefore, consistent with the requirements of the General Accounting and Budgetary Procedures Law, the Revenue Stabilization Law and any other applicable fiscal control laws and regulations promulgated by the Department of Finance and Administration. 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 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. 8. AMENDMENTS AND MODIFICATIONS. The Grantor will consider project amendments if they are necessitated by actions beyond the control of a 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 sign and return the amendment to the Department of Economic Development within three days. The Grantee must request prior approval for all amendments or modifications. Amendments will not be approved 2 which would mateny alter the circumstances under which 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 contract, 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 connection therewith, and any other matters covered by this Grant Agreement. 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 who 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. Failure to comply will result in sanction upon Grantee, Administrator, Engineer/Architect or Sub Contractor. This sanction will result in the Department of Economic Development not working with said persons, for a period of not less than one year or more than five years and/or a suspension of existing funding. The Grantee shall secure all such services in accordance with applicable State law and the provisions of this Grant Agreement, and shall notify the Grantor, in writing, of the method utilized to secure services, 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, 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 c ause 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 concurrence under this Grant Agreement. 3 4 • • • 17. TERMINATION BY MUTUAL AGREEMENT. This Grant Agreement may be terminated, 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 allowable 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 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 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 accordance 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 proper funds paid to the Grantee. 20. DISPUTES Except as otherwise provided in this agreement, any dispute concerning a question of fact arising under this agreement which is not disposed of by provision of the Grant Agreement, 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 questions of law in connection with decisions provided for in the preceding paragraph; provided that nothing in this Grant Agreement 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 harmless 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. However, this clause shall not be construed to waive A.C.A. § 21-9-301 (1991 supp.). 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 breach thereof or the acceptance of any performance dunng such breach, will not constitute a waiver of any rights under this Grant Agreement. 24. ENFORCEMENT. If the Grantor determines that a Grantee's performance fails to meet the teems 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 following actions, severally or in combination: 4 • (a) Request additional information from the Grantee to verify the nature of inadequate performance; (b) Conduct a site visit to examine pertinent records and recommend remedial cause 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) Establish sanctions upon Grantee, Administrator, Engineer/Architect or Sub Contractor. This sanction will be for a period of not less than one year but not more than five years. 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 must be performed by a certified public accountant whose services are secured through procedures consistent with state law. 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 closeout 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 Agreement and any close-out agreement, and applicable laws and regulations appear to have been 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 policy directives, rules, regulations 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. 28. The Grantee agrees to see that all work is performed and completed in a manner consistent with timelines established at the Grants inception. Failure to meet these timelines without acceptable justification may result in sanction and or deobligation of funding to Grantee and/or Sub Contractors. 5 • • PART III SCOPE OF WORK, SPECIAL CONDITIONS, BUDGET, AND PROJECT SCHEDULE SECTION A - SCOPE OF WORK Grantee: City of Fayetteville Amendment # N/A Control #: ELF 200208 Amendment Date N/A • The project described more fully herein consists of a grant to the City of Fayetteville to assist with the construction of a water line to support the expansion of Pinnacle Foods. In return, Pinnacle Foods agrees to create 134 new, full-time, permanent jobs in the area. A map outlining the improvement site is attached to this agreement. Construction Up to $100,000 from the state Economic Infrastructure Fund (EIF) may be used for construction of the water line. Construction costs in excess of $100,000 are the responsibility of the Grantee and the Company. Desl2n Services No EIF funds may be used for necessary design services. Funding for these activities are the responsibility of the Grantee and the Company. Job Creation The Company, Pinnacle Foods, agrees to create 134, new, full-time, permanent, jobs within the area within 24 months of beginning operation. Audit No EIF funds may be used toward procurement and/or completion of an audit. • • • SECTION B - SPECIAL CONDITIONS Grantee: City of Fayetteville Control #: EIF 200208 1. The Grantee shall ensure that all Requests for Payment are accompanied by pay estiniates that have been approved by the Grantee. Pay estimates must accompany the Requests for Payment before the Grantor will honor the request. 2. The Grantee must conduct an audit of the EIF grant funds at project completion and submit a copy of the audit report to the Grantor. The audit will be conducted at the Grantee's expense. 3. The Grantee must receive, from the Company, job creation information which will then be forwarded to the Grantor. The information is to include, at a minimum, the following: - the total number of jobs on the Company payroll at the start of the project; - the total number of jobs on the Company payroll at the end of the project; - the total number of jobs on the Company payroll at the end of each calendar quarter until the goal has been reached. 7 • • • SECTION C - BUDGET Grantee: City of Fayetteville Amendment: # Grant Control #EIF 200208 Category: Housing Economic Development Community Facility Planning Activity: Water Source of Funds 8 Cost Sub -Costs Classificatio EIF Total Construction $100,000 $100,000 Totals $100,000 $100,000 8 ECONOMIC INF STRUCTURE FUND ANT PROGRAM GRANT AGREEMENT PART I Signatory Page Grantee: City of Fayetteville Grant Control: #EIF 200208 Grant Amount: $100,000 Activity Type: Water GRANTOR GRANTEE Arkansas Department of Economic Development One Capitol Mall, Room 4B206 Little Rock, AR 72201 Phone: (501) 682-1211 Name: City of Fayetteville Address: 113 West Mountain Street Fayetteville, AR 72701 County: Washington Phone: (501) 521-7700/8330 1. This Grant Agreement, is entered into by the Arkansas Department of Economic Development, Grantor, and the Ctty 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 1381 of 1999 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 DEPARTMENT OF ECONOMIC CITY OF FAYETTEVILLE DEVELOPMENT BY: JA BY: Signature Signature Jim Pickens Dan Coody Name Name Director Mayor Title Title Date 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: COMPENSATION AND METHOD OF PAYMENT. The Grantor will utilize a grant request for payment procedure and will authorize the Grantee to draw up to $100,000 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. It is expressly understood that Grantor will honor requests for payment and disburse funds only to the extent that funds have been released to Grantor therefore, consistent with the requirements of the General Accounting and Budgetary Procedures Law, the Revenue Stabilization Law and any other applicable fiscal control laws and regulations promulgated by the Department of Finance and Administration. 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 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. 8. AMENDMENTS AND MODIFICATIONS. The Grantor will consider project amendments if they are necessitated by actions beyond the control of a 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 sign and return the amendment to the Department of Economic Development within three days. The Grantee must request prior approval for all amendments or modifications. Amendments will not be approved 2 • • which would matey alter the circumstances under which 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 contract, 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 connection therewith, and any other matters covered by this Grant Agreement. 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 who is not the Grantee will comply with all lawful requirements of the Grantee necessary to ensure that the project is carred out in accordance with the provisions of this Grant Agreement. Failure to comply will result in sanction upon Grantee, Administrator, Engineer/Architect or Sub Contractor. This sanction will result in the Department of Economic Development not working with said persons, for a period of not less than one year or more than five years and/or a suspension of existing funding. The Grantee shall secure all such services in accordance with applicable State law and the provisions of this Grant Agreement, and shall notify the Grantor, in writing, of the method utilized to secure services, 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, 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 concurrence under this Grant Agreement. 3 • • • 17. TERMINATION BY MUTUAL AGREEMENT. This Grant Agreement may be terminated, 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 allowable 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 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 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 accordance 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 proper funds paid to the Grantee. 20. DISPUTES. Except as otherwise provided in this agreement, any dispute concerning a question of fact arising under this agreement which is not disposed of by provision of the Grant Agreement, 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 questions of law in connection with decisions provided for in the preceding paragraph; provided that nothing in this Grant Agreement 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 harmless 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. However, this clause shall not be construed to waive A.C.A. § 21-9-301 (1991 supp.). 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 breach 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 performance 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 following actions, severally or in combination: 4 • (a) Request additional information from the Grantee to verify the nature of inadequate performance; (b) Conduct a site visit to examine pertinent records and recommend remedial cause 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) Establish sanctions upon Grantee, Administrator, Engineer/Architect or Sub Contractor. This sanction will be for a period of not less than one year but not more than five years. Require reimbursement of funds improperly spent; or (0 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 must be performed by a certified public accountant whose services are secured through procedures consistent with state law. 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 closeout 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 Agreement and any close-out agreement, and applicable laws and regulations appear to have been 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 policy directives, rules, regulations 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. 28. The Grantee agrees to see that all work is performed and completed in a manner consistent with timelines established at the Grants inception. Failure to meet these timelines without acceptable justification may result in sanction and or deobligation of funding to Grantee and/or Sub Contractors. 5 • • • 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 200208 Amendment Date N/A The project described more fully herein consists of a grant to the City of Fayetteville to assist with the construction of a water line to support the expansion of Pinnacle Foods. In return, Pinnacle Foods agrees to create 134 new, full-time, permanent jobs in the area. A map outlining the improvement site is attached to this agreement. Construction Up to $100,000 from the state Economic Infrastructure Fund (EIF) may be used for construction of the water line. Construction costs in excess of $100,000 are the responsibility of the Grantee and the Company. Design Services No EIF funds may be used for necessary design services. Funding for these activities are the responsibility of the Grantee and the Company. Job Creation The Company, Pinnacle Foods, agrees to create 134, new, full-time, permanent, jobs within the area within 24 months of beginning operation. Audit No EIF funds may be used toward procurement and/or completion of an audit. 6 • • SECTION B - SPECIAL CONDITIONS Grantee: City of Fayetteville Control #: EIF 200208 1. The Grantee shall ensure that all Requests for Payment are accompanied by pay estimates that have been approved by the Grantee. Pay estimates must accompany the Requests for Payment before the Grantor will honor the request. 2. The Grantee must conduct an audit of the EIF grant funds at project completion and submit a copy of the audit report to the Grantor. The audit will be conducted at the Grantee's expense. 3. The Grantee must receive, from the Company, job creation information which will then be forwarded to the Grantor. The information is to include, at a minimum, the following: - the total number of jobs on the Company payroll at the start of the project; - the total number of jobs on the Company payroll at the end of the project; - the total number of fobs on the Company payroll at the end of each calendar quarter until the goal has been reached. 7