Legal Nonsupplanting Letter

LEGAL NONSUPPLANTING LETTER

This Nonsupplanting Letter (the "Letter") is made effective as of , by and between Provider Name: with principal address: , and Recipient Name: with principal address: .

RECITALS

WHEREAS, Provider has agreed to provide funding, resources, or other support described below to Recipient for the purpose of advancing the program or activity set forth in this Letter; and

WHEREAS, Recipient represents that funds, services, or other support provided by Provider will be used to supplement and enhance existing programs and will not replace (supplant) funds otherwise available or obligated for the same purpose; and

WHEREAS, Provider requires Recipient to make the written certifications and acknowledgements set forth in this Letter as a condition of receiving such funding or support.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. CERTIFICATION OF NON-SUPPLANTING

Recipient hereby certifies and warrants that any funds, services, personnel, materials, or other support provided by Provider under this Letter shall be used only to supplement, augment, or expand existing levels of support for the programs or activities specifically described below and shall not be used to replace, reduce, or supplant funds or services that Recipient is otherwise required to provide or that are otherwise available from state, local, or institutional sources.

2. MAINTENANCE OF EFFORT AND EXISTING FUNDING

Recipient shall maintain, throughout the period during which Provider funds are applied, the level of resources, staffing, and funding for the activities described above at least at the level existing immediately prior to receipt of Provider support. Recipient shall not reduce amounts budgeted from other funding sources for such activities as a direct result of receiving Provider support.

3. REPRESENTATIONS, WARRANTIES, AND AUTHORITY

Recipient represents and warrants that the individual signing this Letter on behalf of Recipient is authorized to bind Recipient to the terms and conditions herein, and that all information provided to Provider in connection with this Letter is true, complete, and accurate to the best of Recipient's knowledge.

4. RECORDS, AUDIT, AND REPORTING

Recipient shall maintain complete and accurate records documenting the use of Provider funds and any changes in other funding sources that could result in supplanting. Provider or its designee shall have the right to inspect and audit such records upon reasonable notice. Recipient shall promptly provide reports and documentation reasonably requested by Provider to verify compliance with this Letter.

5. REMEDIES FOR NONCOMPLIANCE

In the event Provider determines, in its reasonable judgment, that Recipient has used Provider funds to supplant existing funding or otherwise breached this Letter, Provider may require reimbursement of funds, suspend or terminate further disbursements, demand corrective action, and pursue any other remedies available at law or in equity. Such remedies shall be cumulative and not exclusive.

6. INDEMNIFICATION

Recipient agrees to indemnify, defend, and hold harmless Provider, its officers, directors, agents, and employees from and against any claims, liabilities, losses, damages, costs, or expenses (including reasonable attorneys' fees) arising out of Recipient's breach of this Letter or any misrepresentation made herein.

7. TERM AND TERMINATION

This Letter shall remain in effect for the duration of the program or until all Provider funds have been expended, unless earlier terminated in writing by mutual agreement or in accordance with the remedies set forth herein.

8. NOTICES

Any notice or other communication required or permitted under this Letter shall be in writing and delivered to the addresses set forth below (or such other addresses as the parties may designate in writing). Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three business days after being mailed by certified mail, return receipt requested.

9. GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of the jurisdiction in which Provider is organized, without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for resolution of disputes arising under this Letter.

10. ENTIRE AGREEMENT; SEVERABILITY

This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, and understandings. If any provision of this Letter is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. AMENDMENT; WAIVER; COUNTERPARTS

This Letter may be amended only by a written instrument executed by both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party. This Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

ACKNOWLEDGMENT AND CERTIFICATION

By signing below, Recipient acknowledges receipt of Provider support and certifies that Recipient will comply with the terms of this Letter. Recipient further understands that any intentional attempt to use Provider funds to supplant existing funding may result in recovery of funds and other remedies as provided herein.

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