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received by the State and transferred or <br />disbursed to non-State entities. Both Federal <br />and State funds maintain their identity as they <br />are subgranted to other organizations. Pursuant <br />to N.C.G.S. 143C-6-23(a)(1), the terms "State <br />grant funds" and "State grants" do not include <br />any payment made by the Medicaid program, <br />the Teachers' and State Employees' <br />Comprehensive Major Medical Plan, or other <br />similar medical programs. <br />(17) "Subgrantee" has the meaning in <br />N.C.G.S.143C-6-23(a)(3): a non-State entity <br />that receives a grant of State funds from a <br />grantee or from another subgrantee but does not <br />include any non-State entity subject to the audit <br />and other reporting requirements of the Local <br />Government Commission. <br />(18) "Unit of Local Government has the meaning in <br />N.C.G.S. 143G1-1(d)(29): A municipal <br />corporation that has the power to levy taxes, <br />including a consolidated city-county as defined <br />by N.C.G.S. 1606-2(1), and all boards, <br />agencies, commissions, authorities, and <br />institutions thereof that are not municpal <br />corporations. <br />Relationships of the Parties <br />Independent Contractor: The Grantee is and shall be <br />deemed to be an independent contractor in the <br />performance of this Contract and as such shall be wholly <br />responsible for the work to be performed and for the <br />supervision of its employees. The Grantee represents <br />that it has, or shall secure at its own expense, all <br />personnel required in pertorming the services under this <br />agreement. Such employees shall not be employees of, <br />or have any individual contractual relationship with, the <br />Agency. <br />Subcontracting: The Grantee shall not subcontract any <br />of the work contemplated under this Contract without <br />prior written approval from the Agency. Any approved <br />subcontract shall be subject to all conditions of this <br />Contract. Only the subcontractors or subgrantees <br />specified in the contract documents are to be considered <br />approved upon award of the contract. The Agency shall <br />not be obligated to pay for any work performed by any <br />unapproved subcontractor or subgrantee. The Grantee <br />shall be responsible for the performance of all of its <br />subgrantees and shall not be relieved of any of the <br />duties and responsibilities of this Contract. <br />subgrantees: The Grantee has the responsibility to <br />ensure that all subgrantees, if any, provide all <br />information necessary to permit the Grantee to comply <br />with the standards set forth in this Contract. <br />Assignment: No assignment - of the Grantee's <br />obligations or the Grantee's right to receive payment <br />hereunder shall be permitted. However, upon written <br />request. approved by the issuing purchasing authority, <br />the State may: <br />(a) Forward the Grantee's payment check(s) directly <br />to any person or entity designated by the <br />Grantee, or <br />(b) Incude any person or entity designated by <br />Grantee as a joint payee on the Grantee's <br />payment check(s). <br />In no event shall such approval and action obligate the <br />State to anyone other than the Grantee and the Grantee <br />shall remain responsible for fulfillment of all contract <br />obligations. <br />Beneficiaries: Except as herein specifically provided <br />otherwise, this Contract shall inure to the benefit of and <br />be binding upon the parties hereto and their respective <br />successors. It is expressly understood and agreed that <br />the enforcement of the terms and conditions of this <br />Contract, and all rights of action relating to such <br />enforcement, shall be strictly reserved to the Agency and <br />the named Grantee. Nothing contained in this document <br />shall give or allow any claim or right of action <br />whatsoever by any other third person. It is the express <br />intention of the Agency and Grantee that any such <br />person or entity, other than the Agency or the Grantee, <br />receiving services or behefits under this Contract shall <br />be deemed an incidental beneficary only. <br />Indemnity <br />Indemnification: The Grantee agrees to indemnify and <br />hold harmless the Agency, the State of North Carolina, <br />and any of their officers, agents and employees, from <br />any claims of third parties arising out of any act or <br />omission of the Grantee in connection with the <br />performance of this Contract to the extent permitted by <br />law. The indemnification provided for in this section <br />shall apply only to the extent permitted by law and to the <br />extent covered by the County's insurance polices. <br />Default and Termination <br />Termination by Mutual Consent: The Parties may <br />terminate this Contract by mutual consent with 60 days <br />notice to the other party, or as othervvise provided by <br />law. <br />Termination for Cause: If, through any cause, the <br />Grantee shall fail to fulfill its obligations under this <br />Contract in a timely and proper manner, the Agency <br />shall have the right to terminate this Contract by giving <br />written notice to the Grantee and specifying the effective <br />date thereof. In that event, all finished or unfinished <br />deliverable items prepared by the Grantee under this <br />Contract shall, at the option of the Agency, become its <br />property and the Grantee shall be entitled to receive just <br />and equitable compensation for any satisfactory work <br />completed on such materials, minus any payment or <br />compensation previously made. Notwithstanding the <br />NGO Form 000962 Grants General Terms and Conditions-Public Sector Entities <br />Etf. 9/2005 <br />Revised 72007 <br />Page 6 of 12 <br />