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Foundation FAMU

Foundation FAMU

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Published by Mike Marino

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Published by: Mike Marino on May 19, 2012
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05/25/2012

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1
GRANT AGREEMENT BETWEENFLORIDA AGRICULTURAL AND MECHANICAL UNIVERSITYAND
THE FLORIDA ENDOWMENT FOUNDATION FOR FLORIDA’S
GRADUATES, INC.THIS Agreement
, dated to be effective the 1
st
day of September, 2011 between the
Florida Agricultural and Mechanical University
, a public body corporate pursuant to Part IV,Chapter 1001, Florida Statutes, by and through its Board of Trustees, hereinafter referred to as
“FAMU”, and
The Florida Endowment Foundation for Florida’s Graduates, Inc
., a Floridanot for profi
t corporation (the “Foundation”), with an address of 
306 SOUTH OCEAN SHOREBLVD., FLAGLER BEACH FL 32136
, and a Federal I.D. No.: 59-3580979. FAMU and TheEndowment shall be referred to collectively as the "Parties".
RECITALSWHEREAS
, for fiscal year 2011-2012 FAMU has received an appropriation from theEducational Enhancement Trust Fund as approved by the 2011 Florida Legislature for
“Targeted Student Assistance Programs”; and
WHEREAS
, The Foundation is a non-profit community based organizationestabli
shed which operates Florida’s Graduates, Girls Get I.T., VOiCE and SUPERB with theintent to increase Florida’s high school graduation rate and increase individual students’ post
graduation opportunities; and
WHEREAS
, from the funds appropriated to FAMU for the Targeted StudentAssistance Programs, FAMU agrees to giveNine Hundred Thousand00/100 Dollars($9
00,000.00) (the “Funds”) to the Foundation as a grant; and
 
WHEREAS
, FAMU desires to accommodate the transfer of the Funds whileproviding reasonable measures to ensure such funds are used and accounted for ascontemplated by the Florida Legislature; and
WHEREAS,
the Foundation desires to use the Funds on the terms and conditionshereinafter provided; and
WHEREAS,
the use of the Funds as provided in this A
greement will benefit FAMU’s
recruitment and retention program by producing mature, self-disciplined candidates that areable to successfully matriculate through its undergraduate program.
NOW, THEREFORE
, the Parties agree as follows:
 
4828-0580-6345.245709/0001
TERMS AND CONDITIONS
1.0
RECITALS
. The above Recitals are true and correct and are incorporated herein bythis reference.2.0
TERM
. The term of this Agreement shall commence as of the date first abovewritten and shall continue until June 30, 2012.3.0
AGREED REPRESENTATIVES
. Heather Beaven, Chief Executive Officer, will
serve as the Foundation’s lead representative (the "Foundation Representative")during the term of this Agreement. FAMU’s primary representative during the term
hereof shall be Teresa Hardee, CFO and Vice President for Administration andFinancial Services, (the "FAMU Representative").4.0
SCOPE OF SERVICES/ACTIVITIES
. In exchange for the Funds, the Foundationagrees to use its reasonable commercial efforts to perform or ensure the performanceof the services and activities as provided in Exhibit A, attached hereto andincorporated herein by reference.5.0
SUBMISSION OF BUDGET; PAYMENT OF FUNDS
. FAMU shall disburse theFunds to the Foundation in equal quarterly payments and each payment shall be madewith
in thirty (30) days of FAMU’s receipt of funds as approved by the Florida
Legislature for the 2011-2012 fiscal year. FAMU anticipates that it will receive thefirst quarter of funding of the amounts so appropriated in July 2011. All subsequentpayments shall be made every quarter after the above. Notwithstanding the forgoing,no disbursement shall be made to the Foundation from funds not appropriated toFAMU by the Florida Legislature for the 2011-2012 fiscal year for such purpose.During the term of this Agreement, the Foundation shall expend the Funds for toconduct the services and activities set forth in Exhibit A, attached hereto, and theportion of the Funds not so expended during the term is the sole property of theFoundation and can be retained by the Foundation as part of its operating reserve.The Foundation has provided FAMU its form for reporting on the activities to becompleted during the term and agrees to provide FAMU a report on the activitiescompleted during the quarter prior to each subsequent quarterly payment. TheFoundation further agrees to provide FAMU a year-end report, which shall beprovided on or before August 31, 2012. To the extent that any adjustment isnecessary due to an adverse audit finding or in the event an expense or funding isdisallowed by the Florida Legislature for any reason, the Foundation shallimmediately repay/reimburse FAMU the sum of money equivalent to the amount of any expenditure disallowed.6.0
REPRESENTATIONS, WARRANTIES AND COVENANTS
.6.1 Each party hereby represents and warrants to the other that it has full powerand authority to enter into this Agreement and to fully perform its obligationshereunder without the need for any further corporate or governmental consentsor approvals, and that the persons executing this Agreement are authorized to
 
4828-0580-6345.245709/0001
execute and deliver it. Assuming the due authorization, execution, delivery,legality and enforceability hereof by or against a party when executed anddelivered by the Parties, this Agreement will constitute a valid and bindingagreement of the Parties, enforceable against the other party in accordancewith its terms, subject only to the application of general principles of equityand limitations arising from bankruptcy, insolvency, moratorium and othersimilar laws affecting the rights of creditors generally.6.2 The Foundation has not employed or retained any person employed by FAMUto solicit or secure this Agreement and it has not offered to pay, paid, oragreed to pay any person employed by FAMU any fee, commissionpercentage, brokerage fee, or gift of any kind contingent upon or resultingfrom the award of this Agreement.6.3 The Foundation is aware of the conflict of interest laws of the State of Florida,and covenants that it will fully comply in all material respects with the termsof said laws.7.0
TERMINATION
.7.1 Either party may terminated this Agreement by providing thirty (30) days
written notice to the other party’s contact identified in Section 20.
 7.2 Either party may terminate this Agreement if the other party breaches thisAgreement (including, without limitation, the failure to provide a reportrequired to be delivered or the misappropriation of funds), but such right toterminate will apply only if that other party does not cure the breach withinthirty (30) days after the breaching party receives written notice of such breachfrom the non-breaching party and only if the notice specifies in detail thenature of the breach.
 
7.3 If not earlier terminated pursuant to Section 7.1 or 7.2, this Agreement shallterminate at the end of the term in Section 2.0.Upon termination of this Agreement, this Agreement shall have no furtherforce or effect except that the provisions of this Section 7, Section 12 andSection 13 below shall survive termination of this Agreement and remain infull force and effect.8.0
ASSIGNMENT AND THIRD PARTY BENEFICIARIES
. This Agreement maynot be assigned by the Foundation. This Agreement shall be binding upon and inureto the benefit of the Parties, their successors and permitted assigns.9.0
COMPLIANCE WITH LAWS
. The Foundation shall comply with all applicableState laws relating to provision of services and the
 
grant given to it
 
under thisAgreement, now or hereafter in effect.

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