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and other reporting requirements of the Local successors. It is expressly understood and agreed that <br /> Government Commission. the enforcement of the terms and conditions of this <br /> (18) "Unit of Local Government has the meaning in Contract, and all rights of action relating to such <br /> G.S. 143C-1-1(d)(29): A municipal corporation enforcement, shall be strictly reserved to the Agency and <br /> that has the power to levy taxes, including a the named Grantee. Nothing contained in this document <br /> consolidated city-county as defined by G.S shall give or allow any claim or right of action <br /> 16013-2(1), and all boards, agencies, whatsoever by any other third person. It is the express <br /> commissions, authorities, and institutions thereof intention of the Agency and Grantee that any such <br /> that are not municipal corporations. person or entity, other than the Agency or the Grantee, <br /> receiving services or benefits under this Contract shall <br /> Relationships of the Parties be deemed an incidental beneficiary only. <br /> Independent Contractor: The Grantee is and shall be Indemnity <br /> deemed to be an independent contractor in the Indemnification: The Grantee agrees to indemnify and <br /> performance of this Contract and as such shall be wholly hold harmless the Agency, the State of North Carolina, <br /> responsible for the work to be performed and for the and any of their officers, agents and employees, from <br /> supervision of its employees The Grantee represents any claims of third parties arising out of any act or <br /> that it has, or shall secure at its own expense, all omission of the Grantee in connection with the <br /> personnel required in performing the services under this performance of this Contract to the extent permitted by <br /> agreement. Such employees shall not be employees of, law <br /> or have any individual contractual relationship with, the <br /> Agency. Default and Termination <br /> Subcontracting: The Grantee shall not subcontract any Termination by Mutual Consent: The Parties may <br /> of the work contemplated under this Contract without terminate this Contract by mutual consent with 60 days <br /> prior written approval from the Agency. Any approved notice to the other party, or as otherwise provided by <br /> subcontract shall be subject to all conditions of this law. <br /> Contract. Only the subcontractors or subgrantees <br /> specified in the contract documents are to be considered Termination for Cause: If, through any cause, the <br /> approved upon award of the contract. The Agency shall Grantee shall fail to fulfill its obligations under this <br /> not be obligated to pay for any work performed by any Contract in a timely and proper manner, the Agency <br /> unapproved subcontractor or subgrantee The Grantee shall have the right to terminate this Contract by giving <br /> shall be responsible for the performance of all of its written notice to the Grantee and specifying the effective <br /> subgrantees and shall not be relieved of any of the date thereof. In that event, all finished or unfinished <br /> duties and responsibilities of this Contract. deliverable items prepared by the Grantee under this <br /> Contract shall, at the option of the Agency, become its <br /> Subgrantees: The Grantee has the responsibility to property and the Grantee shall be entitled to receive just <br /> ensure that all subgrantees, if any, provide all and equitable compensation for any satisfactory work <br /> information necessary to permit the Grantee to comply completed on such materials, minus any payment or <br /> with the standards set forth in this Contract. compensation previously made. Notwithstanding the <br /> foregoing provision, the Grantee shall not be relieved of <br /> Assignment: No assignment of the Grantee's liability to the Agency for damages sustained by the <br /> obligations or the Grantee's right to receive payment Agency by virtue of the Grantee's breach of this <br /> hereunder shall be permitted. However, upon written agreement, and the Agency may withhold any payment <br /> request approved by the issuing purchasing authority, due the Grantee for the purpose of setoff until such time <br /> the State may: as the exact amount of damages due the Agency from <br /> (a) Forward the Grantee's payment check(s) directly such breach can be determined The filing of a petition <br /> to any person or entity designated by the for bankruptcy by the Grantee shall be an act of default <br /> Grantee, or under this Contract. <br /> (b) Include any person or entity designated by <br /> Grantee as a joint payee on the Grantee's Waiver of Default: Waiver by the Agency of any default <br /> payment check(s). or breach in compliance with the terms of this Contract <br /> In no event shall such approval and action obligate the by the Grantee shall not be deemed a waiver of any <br /> State to anyone other than the Grantee and the Grantee subsequent default or breach and shall not be construed <br /> shall remain responsible for fulfillment of all contract to be modification of the terms of this Contract unless <br /> obligations. stated to be such in writing, signed by an authorized <br /> representative of the Agency and the Grantee and <br /> Beneficiaries: Except as herein specifically provided p p Yp <br /> otherwise, this Contract shall inure to the benefit of and attached to the contract. <br /> be binding upon the parties hereto and their respective <br /> NGO Form 0009B2 Grants General Terms and Conditions-Public Sector Entities <br /> Eff.9/2005 <br /> Revised 7/2007 Page 2 <br />