2018-224-E Economic Dev - Winrock fellowship grant award

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DocuSign Envelope ID: DFF724E2- 6327 - 4662- AC33- 2349BDDD2704 2. That it has not engaged, and will not engage, in any corrupt practice (including, without limitation, the offering, giving, receiving or soliciting of anything of value to influence the action of any public official or any officer or employee of Winrock) or fraudulent practice (including, without limitation, misrepresentation of facts in order to influence a procurement practice or the execution or administration of the Grant or the Prime Award, to the actual or potential detriment of Winrock or the Funder). 3. Fraud Awareness and Reporting: Both Winrock International staff and Grantee should be made aware of the importance of reporting any instances of fraud, waste, abuse, or conflicts of interest. Reports can be made to authorized Winrock representatives, or to www.winrock.ethicspoint.com. 7. TERMINATION Winrock may unilaterally terminate this Grant at any time, in whole or in part, for either of the following reasons: (1) material Grantee noncompliance; or (2) the Grantee's financial insolvency, bankruptcy, assignment in favor of creditors, or similar or comparable status; or (3) funder termination or non - funding of all or part of the Prime Award. The Parties may mutually agree to terminate the Grant at any time, in whole or in part, upon such terms and conditions as may be agreed between them. iii. Termination shall be effected by written notice to the terminated Party, which notice shall identify the basis for termination, the reason(s) therefore, the effective date of the action, a statement identifying which part (or all) of the remainder of the Grant Term or the program activities is terminated, and procedures and standards, as appropriate, for phasedown costs and submission of final invoices. iv. The termination shall be effective on the date stated in the notice. 8. PATRIOT ACT COMPLIANCE Grantee certifies that Foundation funds will be used in compliance with all applicable anti - terrorist financing and asset control laws, regulations, rules and executive orders including, but not limited to, the USA Patriot Act of 2001 and Executive Order No. 13224. Furthermore, Grantee agrees to ensure that any Foundation funds, either directly or through a lower -tier grant, will not be disbursed to any organization or individual listed on the United States Government's Terrorist Exclusion List or the Office of Foreign Assets Control (OFAC) Specially Designated Nationals & Blocked Persons List. In addition, Grantee takes reasonable steps to ensure that its board, staff, lower -tier grantees and volunteers have no dealings whatsoever with known terrorist organizations. 9. DISAGREEMENTS AND DISPUTES BETWEEN THE PARTIES The Parties shall attempt to resolve all issues arising under or relating to the Grant amicably, failing which Grantee may request to enter arbitration. Any disputes arising out of this Grant or from a breach thereof shall be submitted to arbitration in Little Rock, Arkansas, and the judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitration shall be held under the standard form of the applicable Rules of the American Arbitration Association. The law of Arkansas shall apply and the statutes of limitation thereunder apply to any arbitration as if it were an action in a court of competent jurisdiction 10. FORCE MAJEURE Kresge Foundation Micro -Grant I MAY 2018 Page 4