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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
<br />unless 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superseded by applicable federal or State statutes of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 />Executive Order 24: "In accordance with Executive
<br />Order 24, issued by Governor Perdue, and N.C.G.S.§
<br />133-32, a vendor or contractor (i.e. architect, bidder,
<br />contractor, construction manager, design professional,
<br />engineer, landlord, offeror, seller, ,subcontractor,
<br />supplier, vendor, or grantee), is prohibited from making
<br />gifts or giving favors to any employee of the Department
<br />of Agriculture and Consumer Services. This prohibition
<br />covers those vendors, contractors, and/or grantees who:
<br />(1) have a contract with a governmental agency; or
<br />(2) have performed under such a contract within the past
<br />year; or
<br />(3) anticipate bidding on such a contract in the future.
<br />For additional information regarding the specific
<br />requirements and exemptions, vendors, contractors,
<br />and/or grantees are encouraged to review Executive
<br />Order 24 and N.C.G.S. § 133-32."
<br />Confidentiality
<br />Confidentiality: Any information, data, instruments,
<br />documents, studies or reports given to or prepared or
<br />assembled by the Grantee under this agreement shall be
<br />kept as confidential and not divulged or made available
<br />to any individual or organization without the prior written
<br />approval of the Agency. The Grantee acknowledges that
<br />in receiving, storing, processing or otherwise dealing
<br />with any confidential information it will safeguard and not
<br />further disclose the information except as otherwise
<br />provided in this Contract.
<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 any
<br />litigation, claim, negotiation, audit, disallowance action,
<br />or other action involving this Contract has been started
<br />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 />NGO Form 000981 Grants General Terms and Conditions-Public Sector Entities
<br />Eff. 9/2005
<br />Revised 7/2007; 7/2008; 4/2010 Page 8 of 5
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