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foregoing provision, the Grantee shall not be relieved of
<br />liability to the Agency for damages sustained by the
<br />Agency by virtue of the Grantee's breach of this
<br />agreement, and the Agency may withhold any payment
<br />due the Grantee for the purpose of setoff until such time
<br />as the exact amount of damages due the Agency from
<br />such breach can be determined. The filing of a petition
<br />for bankruptcy by the Grantee shall be an act of default
<br />under this Contract.
<br />Waiver of Default: Waiver by the Agency of any default
<br />or breach in compliance with the terms of this Contract
<br />by the Grantee shall not be deemed a waiver of any
<br />subsequent default or breach and shall not be construed
<br />to be modification of the terms of this Contract unless
<br />stated to be such in writing, signed by an authorized
<br />representative of the Agency and the Grantee and
<br />attached to the contract.
<br />Availability of Funds: The parties to this Contract
<br />agree and understand that the payment of the sums
<br />specified in this Contract is dependent and contingent
<br />upon and subject to the appropriation, allocation, and
<br />availability of funds for this purpose to the Agency.
<br />Force Majeure: Neither party shall be deemed to be in
<br />default of its obligations hereunder if and so long as it is
<br />prevented from performing such obligations by any act of
<br />war, hostile foreign action, nuclear explosion, riot,
<br />strikes, civil insurrection, earthquake, hurricane, tornado,
<br />or other catastrophic natural event or act of God.
<br />Survival of Promises: All promises, requirements,
<br />terms, conditions, provisions, representations,
<br />guarantees, and warranties contained herein shall
<br />survive the contract expiration or termination date unless
<br />specifically provided otherwise herein, or unless
<br />superseded by applicable federal or State statutes of
<br />limitation.
<br />Intellectual Property Rights
<br />Copyrights and Ownership of Deliverables: All
<br />deliverable items produced pursuant to this Contract are
<br />the exclusive property of the Agency. The Grantee shall
<br />not assert a claim of copyright or other property interest
<br />in such deliverables.
<br />Compliance with Applicable Laws
<br />Compliance with Laws: The Grantee shall comply with
<br />all laws, ordinances, codes, rules, regulations, and
<br />licensing requirements that are applicable to the conduct
<br />of its business, including those of federal, state, and
<br />local agencies having jurisdiction and/or authority.
<br />Equal Employment Opportunity: The Grantee shall
<br />comply with all federal and State laws relating to equal
<br />employment opportunity.
<br />Oversight
<br />Access to Persons and Records: The State Auditor
<br />shall have access to persons and records as a result of
<br />all contracts or grants entered into by State agencies or
<br />political subdivisions in accordance with N.C.G.S 147-
<br />64.7. Additionally, as the State funding authority, the
<br />Agency shall have access to persons and records as a
<br />result of all contracts or grants entered into by State
<br />agencies or political subdivisions.
<br />Record Retention: Records shall not be destroyed,
<br />purged or disposed of without the express written
<br />consent of the Agency. State basic records retention
<br />policy requires all grant records to be retained for a
<br />minimum of five years or until all audit exceptions have
<br />been resolved, whichever is longer. If the contract is
<br />subject to Federal policy and regulations, record
<br />retention may be longer than five years since records
<br />must be retained for a period of three years following
<br />submission of the final Federal Financial Status Report,
<br />if applicable, or three years following the submission of a
<br />revised final Federal Financial Status Report. Also, if
<br />any litigation, Gaim, negotiation, audit, disallowance
<br />action, or other adion involving this Contract has been
<br />started before expiration of the five-year retention period
<br />described above, the records must be retained until
<br />completion of the action and resolution of all issues
<br />which arise from it, or until the end of the regular five-
<br />year period described above, whichever is later.
<br />Miscellaneous
<br />Choice of Law: The validity of this Contract and any of
<br />its terms or provisions, as well as the rights and duties of
<br />the parties to this Contract, are governed by the laws of
<br />North Carolina. The Grantee, by signing this Contract,
<br />agrees and submits, solely for matters concerning this
<br />Contract, to the exclusive jurisdiction of the courts of
<br />North Carolina and agrees, solely for such purpose, that
<br />the excusive venue for any legal proceedings shall be
<br />Wake County, North Carolina. The place of this Contract
<br />and all transactions and agreements relating to it, and
<br />their situs and forum, shall be Wake County, North
<br />Carolina, where all matters, whether sounding in
<br />contract or tort; relating to the validity, construction,
<br />interpretation, and enforcement shall be determined.
<br />Amendment: This Contract may not be amended orally
<br />or by performance. Any amendment must be made in
<br />written form and executed by duly authorized
<br />representatives of the Agency and the Grantee.
<br />Severability: In the event that a court of competent
<br />jurisdiction holds that a provision or requirement of this
<br />Contract violates any applicable law, each such
<br />provision or requirement shall continue to be enforced to
<br />the extent it is not in violation of law or is not otherwise
<br />unenforceable and all other provisions and requirements
<br />of this Contract shall remain in full force and effect.
<br />NGO Forth 000962 Grants General Terms and Conditions-Public Sedor Entities
<br />Eff. 9/2005
<br />Revised 78007
<br />Page 7 of 12
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