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Availability of Funds: The parties to this Contract result of all contracts or grants entered into by State
<br /> agree and understand that the payment of the sums agencies or political subdivisions.
<br /> specified in this Contract is dependent and contingent
<br /> upon and subject to the appropriation, allocation, and Record Retention: Records shall not be destroyed,
<br /> availability of funds for this purpose to the Agency. purged or disposed of without the express written
<br /> Force Majeure: Neither party shall be deemed to be in consent of the Agency. State basic records retention
<br /> default of its obligations hereunder if and so long as it is policy requires all grant records to be retained for a
<br /> prevented from performing such obligations by any act of minimum of five years or until all audit exceptions have
<br /> war, hostile foreign action, nuclear explosion, riot, been resolved, whichever is longer. If the contract is
<br /> strikes, civil insurrection, earthquake, hurricane, tornado, subject to Federal policy and regulations, record
<br /> or other catastrophic natural event or act of God. retention may be longer than five years since records
<br /> must be retained for a period of three years following
<br /> Survival of Promises: All promises, requirements, submission of the final Federal Financial Status Report,
<br /> terms, conditions, provisions, representations, if applicable, or three years following the submission of a
<br /> guarantees, and warranties contained herein shall revised final Federal Financial Status Report. Also, if
<br /> survive the contract expiration or termination date unless any litigation, claim, negotiation, audit, disallowance
<br /> specifically provided otherwise herein, or unless action, or other action involving this Contract has been
<br /> superseded by applicable federal or State statutes of started before expiration of the five-year retention period
<br /> limitation described above, the records must be retained until
<br /> completion of the action and resolution of all issues
<br /> Intellectual Property Rights which arise from it, or until the end of the regular five-
<br /> year period described above, whichever is later.
<br /> Copyrights and Ownership of Deliverables: All
<br /> deliverable items produced pursuant to this Contract are Miscellaneous
<br /> the exclusive property of the Agency. The Grantee shall
<br /> not assert a claim of copyright or other property interest Choice of Law: The validity of this Contract and any of
<br /> in such deliverables. 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 /> Compliance with Applicable Laws North Carolina. The Grantee, by signing this Contract,
<br /> agrees and submits, solely for matters concerning this
<br /> Compliance with Laws: The Grantee shall comply with. Contract, to the exclusive jurisdiction of the courts of
<br /> all laws, ordinances, codes, rules, regulations, and North Carolina and agrees, solely for such purpose, that
<br /> licensing requirements that are applicable to the conduct the exclusive venue for any legal proceedings shall be
<br /> of its business, including those of federal, state, and Wake County, North Carolina. The place of this Contract
<br /> local agencies having jurisdiction and/or authority. and all transactions and agreements relating to it, and
<br /> their situs and forum, shall be Wake County, North
<br /> Equal Employment Opportunity: The Grantee shall Carolina, where all matters, whether sounding in
<br /> comply with all federal and State laws relating to equal contract or tort, relating to the validity, construction,
<br /> employment opportunity. interpretation, and enforcement shall be determined.
<br /> Confidentiality Amendment: This Contract may not be amended orally
<br /> or by performance. Any amendment must be made in
<br /> Confidentiality: Any information, data, instruments, written form and executed by duly authorized
<br /> documents, studies or reports given to or prepared or representatives of the Agency and the Grantee.
<br /> assembled by the Grantee under this agreement shall be
<br /> kept as confidential and not divulged or made available Severability: In the event that a court of competent
<br /> to any individual or organization without the prior written jurisdiction holds that a provision or requirement of this
<br /> approval of the Agency. The Grantee acknowledges that Contract violates any applicable law, each such
<br /> in receiving, storing, processing or otherwise dealing provision or requirement shall continue to be enforced to
<br /> with any confidential information it will safeguard and not the extent it is not in violation of law or is not otherwise
<br /> further disclose the information except as otherwise unenforceable and all other provisions and requirements
<br /> provided in this Contract. of this Contract shall remain in full force and effect.
<br /> Oversight Headings: The Section and Paragraph headings in
<br /> these General Terms and Conditions are not material
<br /> Access to Persons and Records: The State Auditor parts of the agreement and should not be used to
<br /> shall have access to persons and records as a result of construe the meaning thereof.
<br /> all contracts or grants entered into by State agencies or
<br /> political subdivisions in accordance with N C G S 147- Time of the Essence: Time is of the essence in the
<br /> 64.7. Additionally, as the State funding authority, the performance of this Contract.
<br /> Agency shall have access to persons and records as a
<br /> NGO Form 000962 Grants General Terms and Conditions-Public Sector Entities
<br /> Eff.9/2005
<br /> Revised 7/2007 Page 3
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