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11. Force Majeure: Neither Party shall be deemed to be in default of its obligations hereunder if and so long as it is
<br /> prevented from performing such obligations by any act of war, hostile foreign action, nuclear explosion, riot, strikes,
<br /> civil insurrection, earthquake, hurricane, tornado, or other catastrophic natural event or act of God.
<br /> 12. Survival of Promises: All promises, requirements, terms, conditions, provisions, representations, guarantees, and
<br /> warranties contained herein shall survive the Contract expiration or termination date unless specifically provided
<br /> otherwise herein, or unless superseded by applicable Federal or State statutes of limitation.
<br /> 13. Copyrights and Ownership of Deliverables: All deliverable items produced pursuant to this Contract are the exclusive
<br /> property of the Agency. The Grantee shall not assert a claim of copyright or other property interest in such
<br /> deliverables.
<br /> 14. Compliance with Laws: The Grantee shall comply with all laws, ordinances, codes, rules, regulations, and licensing
<br /> requirements that are applicable to the conduct of its business, including those of Federal, State,and local agencies
<br /> having jurisdiction and/or authority.
<br /> 15. Equal Employment Opportunity: The Grantee shall comply with all Federal and State laws relating to equal
<br /> employment opportunity. The Grantee shall take affirmative action in complying with all Federal and State
<br /> requirements concerning fair employment and employment of people with disabilities,and concerning the treatment
<br /> of all employees without regard to discrimination by reason of race, color, religion, sex, national origin, or disability.
<br /> 16. Access to Persons and Records: The State Auditor shall have access to persons and records as a result of all contracts
<br /> or grants entered into by State agencies or political subdivisions in accordance with N.C.G.S. 147-64.7. The Grantee
<br /> shall retain all records for a period of five years following completion of the contract. Additionally, as the State
<br /> funding authority, the Agency shall have access to persons and records as a result of all contracts or grants entered
<br /> into by State agencies or political subdivisions.
<br /> 17. Record Retention: Records shall not be destroyed, purged or disposed of without the express written consent of the
<br /> Agency. State basic records retention policy requires all grant records to be retained for a minimum of five years or
<br /> until all audit exceptions have been resolved, whichever is longer. If the Contract is subject to Federal policy and
<br /> regulations, record retention may be longer than five years since records must be retained for a period of three years
<br /> following submission of the final Federal Financial Status Report, if applicable,or three years following the submission
<br /> of a revised final Federal Financial Status Report. Also, if any litigation,claim, negotiation,audit,disallowance action,
<br /> or other action involving this Contract has been started before expiration of the five-year retention period described
<br /> above,the records must be retained until completion of the action and resolution of all issues which arise from it,or
<br /> until the end of the regular five-year period described above, whichever is later.
<br /> 18. Amendment: This Contract may not be amended orally or by performance. Any amendment must be made in written
<br /> form and executed by duly authorized representatives of the Agency and the Grantee.
<br /> 19. Severability: In the event that a court of competent jurisdiction holds that a provision or requirement of this Contract
<br /> violates any applicable law,each such provision or requirement shall continue to be enforced to the extent it is not in
<br /> violation of law or is not otherwise unenforceable and all other provisions and requirements of this Contract shall
<br /> remain in full force and effect.
<br /> 20. Headings: The Section and Paragraph headings in these General Terms and Conditions are not material parts of the
<br /> agreement and should not be used to construe the meaning thereof.
<br /> Rev.7/2014 Governmental Page 5 of 9
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