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THE STATE OF TEXAS COUNTY OF EL PASO

) ) ) day of

SUB-GRANT AGREEMENT , 2013 (effective date), by

This Agreement is made this

and between the CITY OF EL PASO, a Texas municipality, hereinafter referred to as the City, and La Semilla Food Center, a non-profit organization under section 501 (c)(3) of the Internal Revenue Code, hereinafter referred to as the Contractor. WHEREAS, the City was awarded a grant through the 2012 Farmers Market Promotion Program through the Agricultural Marketing Service grant (Award No. 12-25-G-1639) (herein after referred to as the Grant) for the Citys program referred to as the El Paso Downtown Artist and Farmers Market Food Desert Project (hereinafter referred to as the Project) to expand the current downtown artist market to provide locally grown and produced food items; and WHEREAS, the City desires to engage Contractor to provide the services outlined herein, which expand the municipal purpose of providing art, culture and promotion of health and local farming for the benefit of the residents and visitors to the City. NOW, THEREFORE, the City and the Contractor do hereby mutually agree as follows: 1. CONTRACTUAL RELATIONSHIP: Nothing contained herein shall be construed as creating the relationship of employer and employee between the City and the Contractor or Contractors officers, agents, employees and members, and the Contractor and Contractors officers, agents, employees, and members shall be deemed at all times to be an independent contractor. The City shall not be subject to any obligations or liabilities incurred by the Contractor or Contractors officers, agents, employees and members in the performance of the Services. 2. SCOPE OF SERVICES:

2.1 Contractor will conduct extensive outreach and recruitment of food producers such as local farmers for the launch the farmers market that will be integrated into the already existing, year round El Paso Downtown Artist Market. This shall include the following:

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2.1.1 2.1.2 2.1.3

Outreach to local and regional food producers and farmers; Recruit local and regional producers and farmers for participation in the launch of the El Paso Downtown Artist and Farmers Market; Provide educational workshops for farmers participating in the El Paso Downtown Artist and Farmers Market;

2.2 All outreach, recruitment and educational activity hours will be tracked on a timesheet developed by La Semilla and approved by the City through the Museums and Cultural Affairs Department (MCAD) Contractor shall submit timesheets to MCAD biweekly. 2.3 Contractor will work with farmers who are newly beginning or are involved in other programs from throughout the El Paso region to participate in the market. This includes recruiting producers from the Beginning Farmer Training Program in Anthony, Hispanic Farmers & Ranchers Association of America, community and backyard gardeners in El Paso, and family farmers from Chamberino, La Union, Socorro and other agricultural communities near El Paso. In addition, Contractor will leverage relationships with numerous food producers throughout the region to implement project activities -- mainly creating a new direct market venue for farmers which will be implemented alongside the existing Downtown Artist Market. 2.4 Recruitment will also include an educational component which will feature winter workshops (prior to market season) that cover the details of market participation, successful strategies for selling at farmers markets, season extension strategies, and food safety regulations. These workshops will be led by MCAD, however will require the participation of Contractor. 2.5 Contractor will coordinate with other organizations as those listed in section 2.3 above to build the capacity of growers to sell at the market. Contractor will provide limited additional resources as needed, which may include, but not be limited to additional printed materials, coolers, and technical assistance for use by farmers and producers at the Downtown Artist and Farmers Market. 2.6 Contractor shall abide by all terms and conditions of the grant, which are attached hereto as Exhibit A and incorporated as if fully set forth herein. 2.7 Contractor shall maintain fiscal and performance records to assure compliance with this Agreement and with all requirements under the Project, and make them available to The City of El Paso upon reasonable request and shall retain all books, records, reports, and documents that are related in any way to this Agreement for five (5) years after the termination of the Agreement. 2.8 Contractor shall participate in partner meetings as scheduled by MCAD for the smooth operation of the Project; 2.9 Prepare and submit any federal project reports as required by the granting agency.

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3.

TERM AND TERMINATION. 3.1 The term of this Agreement shall begin on effective date and end on February 28, 2014 3.2 The City or the Contractor may cancel this Agreement at any time upon thirty (30) days written notice via certified mail, return receipt requested. The obligations of the Contractor, including any obligations to pay the CITY for all costs incurred under this Agreement prior to such cancellation notice, shall survive such cancellation, as well as any other obligation incurred under this Agreement, until performed. Should the City determine that any provision of this Contract has been violated; the City may terminate this Contract immediately. Written notice of termination will be sent to the Contractor. Upon termination or cancellation of this agreement, all Equipment shall be returned to the City in good condition within 10 days. 3.3 To the extent the City is wholly or partially prevented from performance any obligation or duty placed on the City pursuant to this agreement, by reason of strikes; stoppage of labor; riot; fire; flood; earthquake; acts of war; insurrection; accident; judgment; act of God; or other cause reasonably beyond the Citys control, in such event the time and performance of such obligation or duty shall be suspended until such disability to perform is removed. Determination of Force Majeure shall rest solely with the City.

4. CONSIDERATION. In exchange for the services provided pursuant to this Agreement, the City shall pay to the Contractor an amount not to exceed $14,400.00. Contractor shall submit detailed invoiced to include dates of service, type of services (such as recruitment, educational workshops), hours spent, and attach timesheets on the first day of each month during the term of this agreement. The City shall make four equal payments in the amount of $3,600.00 on the following dates: April 1, 2013; July 1, 2013; October 1, 2013; and February 1, 2014, provided that all invoices and all documentation required under Section 2 of this agreement are submitted. 5. COMPLIANCE WITH FUNDING REQUIREMENT. Contractor acknowledges that this Agreement is funded, in whole or in part, under Citys award of the grant. Contractor, therefore, agrees to abide by all relevant terms and conditions of the Grant which are included in this agreement as Exhibit A. 6. COMPLIANCE WITH LAWS. The Parties shall comply with all applicable federal, state and local laws, including, but not limited to Title VI of the Civil Rights Act of 1964 (Public Law 88-352), Section 504 of the Rehabilitation Act of 1973 (Public Law 93-112), The Americans with Disabilities Act of 1990 (Public Law 101-336), and all amendments to each. In addition, both entities agree to comply with Title 40, Chapter 73, of the Texas Administrative Code. This provides in part that no person in the United States shall, on the grounds of race, color, national origin, sex, age, disability, political beliefs or religion, be excluded from participation in, or denied, any aid, care, service or other benefits provided by federal and/or state funding, or otherwise be subjected to discrimination. Both the City and the Contractor also

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agree to comply with the Texas Revised Statutes Article 44191b4, Sections 5.03 and 5.04 with regards to work place confidentiality guidelines on HIV and AIDS. 7. CONTRACTOR AGREES TO INDEMNIFY AND HOLD THE CITY, ITS

OFFICERS, EMPLOYEES, AGENTS AND SERVANTS HARMLESS FROM ANY CLAIMS FOR INJURY, DEATH, LOSS OR DAMAGE OF ANY KIND OR CHARACTER INCLUDING NEGLIGENCE BY THE CITY, ITS EMPLOYEES OR AGENTS, AND BY WHOMSOEVER SUFFERED OR ASSERTED OCCASIONED BY OR IN CONNECTION WITH ANY SERVICES PERFORMED BY CONTRACTOR UNDER THIS CONTRACT, EITHER WHILE ITS SERVICES ARE IN PROGRESS OR AS A RESULT OF SERVICES PERFORMED BY IT.

8.

MISCELLANEOUS PROVISIONS.

8.1 This Agreement is entered into in the City and County of El Paso, Texas, and shall be governed and construed under the laws of Texas. Venue shall be in El Paso County, Texas. 8.2 Failure by any Party hereto on one or more occasions to exercise one or more of its rights hereunder shall not be construed as a waiver of such right or rights and the rights granted hereunder are in addition to those available under law and equity. 8.3 All covenants or provisions contained herein are severable, and in the event any of them shall be held to be invalid by any court of competent jurisdiction, this Agreement shall be interpreted as though such invalid covenant or provision were not contained herein. 8.4 The captions of the various sections of this Agreement are for convenience of reference only and shall not alter the terms and conditions of this Agreement. 8.5 The Parties may not assign the obligations or rights under this Agreement to any person or person or entity without the prior written consent of the other Party. 8.6 The Parties hereto are each independent contractors. No partnership, joint venture, or joint enterprise is intended to be created by this Agreement, nor any principal, agent, or employer/employee relationship. No Party hereto has, and no Party hereto shall attempt to assert, the authority to make commitments for or to bind any other Party to any obligation.

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8.7 No amendment or modification to this Agreement or any provision of this Agreement shall be effective unless in writing, and the City Manager or a designee is authorized to execute such amendment. 8.8 No provision in this Agreement that purports to impose an obligation or restriction not permitted by applicable law shall be enforceable. 8.9 Complete Agreement. This Agreement, together with the Attachment(s) attached hereto, constitutes the entire agreement among the Parties relating to the terms and conditions of the Agreement. The Parties expressly acknowledge and warrant that there exists no other written or oral understanding, agreements or assurances with respect to such matters except as are set forth herein. Unless expressly stated, this Agreement confers no rights on any person(s) or business entity(s) that is not a Party hereto. This Agreement shall not be construed against or unfavorably to any Party because of such Partys involvement in the preparation or drafting of this Agreement. 8.10 Notices. Unless otherwise stated hereinabove, all notices required or permitted hereunder shall be in writing and shall be deemed delivered when actually received via United States Postal Service post office or certified mail, return receipt requested addressed to the respective other Party at the address prescribed herein or at such other address as the receiving Party may have theretofore provided by written notice to the sending Party. The initial addresses of the Parties, which one Party may change by giving written notice of its changed address to the other Party, are as follows: CITY: City of El Paso Attn: City Manager 2 Civic Center Plaza El Paso, Texas 79901-1196

CONTRACTOR:

La Semilla Food Center M. Lois Stanford, PhD, Chair, Board of Directors P.O. Box 2579 Anthony, NM 88021

8.11 The person signing this Agreement on behalf of Contractor warrants that he/she has the authority to do so and to bind the Contractor to this Agreement and all the terms and conditions contained herein.

(signatures to follow on next page)

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WITNESS THE FOLLOWING SIGNATURES AND SEAL: CITY OF EL PASO

Joyce A. Wilson City Manager

LA SEMILLA Signature: Printed Name: Title:

APPROVED AS TO FORM:

APPROVED AS TO CONTENT:

Kristen L. Hamilton Assistant City Attorney

Sean P. McGlynn, Director Museums and Cultural Affairs Department

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