2011-411 EDC - Rural Advancement Foundation International - Tobacco communities reinvestment funds Breeze Farm Enterprise Incubator

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3 employment generated, and outreach using photocopies of the forms attached in Exhibit $ (Report Form). Report forms will be provided to RAFI by: July 1, 2011, and October 31, 2011. • Meet all requirements of the North Carolina State Auditor including reporting, upon request, on use of project funds to the State Auditor. • Agree to allow a RAFI representative to visit Orange County's farm operation to witness project activities at mutually agreeable times. Orange County further agrees to allow a RAFI representative to gather photos and other information necessary to document project progress. Tasks of the RAFI: • RAFI will pay a total of $30,000 for this research and on-farm demonstration. • Payment of $25,500 will be made upon receipt of a signed copy of this contract and a completed W-9. • RAFI will make a second payment of $3,000 after 7uly 1, 2011 provided that Orange County has~satisfactorily performed-the tasks specffied above, as determined by RAFI officers or their designee. • A Final payment of $1,500 will be paid after October 31, 2011, provided that Orange County has satisfactorily performed the tasks above, as determined by RAFI officers or their designee. • RAFI may decline to disburse monies if Orange County cannot show to the satisfaction of RAFI that-Orange -County has spent grant monies to accomplish the terms of this Agreement. Any unexpended- funds-remaining at the termination of this agreement must be returned to RAFI. • Failure by Orange County to spend project funds in accordance with this agreement may result in Legal action to recover funds spent inconsistently with these terms and conditions without further notice. Other Conditions and Provisions: Or-ange County shall be an independent contractor and shall not act as an employee or agent of RAFI. RAFI and the Commission assume no liability with respect to accidents, .bodily injury, illness, breach of contract or arty other damages, claims or losses arising out of any activities- undertaken under this Agreement, with respect to persons or property of Orange County or third parties. Orange County agrees to indemnify, defend and save harmless RAFI, the Commission and their officers, agents and employees from any such claims. Orange County shall not subcontract any of the work under this Agreement without the agreement of RAFI. At the request of RAFI or the Commission, Orange County shall place signage at the Project site identifying it as receiving Commission funds. The signage shall be in mutually agreeable writing and format.