2015-530 Arts - NC Arts Council Grant Award for Grassroots Arts Program

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"Special Appropriation" means a legislative act authorizing the expenditure of a designated amount of public funds for a specific purpose. "State Funds"means any funds appropriated by the North Carolina General Assembly or collected by the State of North Carolina. State funds include Federal financial assistance received by the State and transferred or disbursed to non-State entities. Both Federal and State funds maintain their identity as they are subgranted to other organizations. "Subgrantee"has the meaning in G.S. 143C-6-23(a)(3). "Unit of Local Government has the meaning in G.S. 159-7(15). TERMS AND CONDITIONS 1. Choice of Law: The validity of this Contract and any of its terms or provisions,as well as the rights and duties of the Parties to this Contract, are governed by the laws of North Carolina. The Grantee, by signing this Contract, agrees and submits, solely for matters concerning this Contract, to the exclusive jurisdiction of the courts of North Carolina and agrees, solely for such purpose, that the exclusive venue for any legal proceedings shall be Wake County, North Carolina. The place of this Contract and all transactions and agreements relating to it, and their situs and forum, shall be Wake County, North Carolina, where all matters, whether sounding in contract or tort, relating to the validity, construction, interpretation, and enforcement shall be determined. 2. Independent Contractor: The Grantee is and shall be deemed to be an independent contractor in the performance of this Contract and as such shall be wholly responsible for the work to be performed and for the supervision of its employees. The Grantee represents that it has,or shall secure at its own expense,all personnel required in performing the services under this agreement. Such employees shall not be employees of,or have any individual contractual relationship with,the Agency. 3. Key Personnel: The Grantee shall not substitute key personnel assigned to the performance of this Contract without prior written approval by the Agency's Contract Administrator. The individuals designated as key personnel for purposes of this Contract are those specified in the Grantee's proposal. 4. Assignment: No assignment of the Grantee's obligations or the Grantee's right to receive ,payment hereunder shall be permitted. However, upon written request approved by the issuing purchasing authority,the State may: (a) Forward the Grantee's payment check(s) directly to any person or entity designated by the Grantee, or (b) Include any person or entity designated by Grantee as a joint payee on the Grantee's payment check(s). In no event shall such approval and action obligate the State to anyone other than the Grantee and the Grantee shall remain responsible for fulfillment of all contract obligations. S. Beneficiaries: Except as herein specifically provided otherwise,this Contract shall inure to the benefit of and be binding upon the Parties hereto and their respective successors. It is expressly understood and agreed that the enforcement of the terms and conditions of this Contract,and all rights of action relating to such enforcement, shall be strictly reserved to the Agency and the named Grantee. Nothing contained in this document shall give or allow any claim or right of action whatsoever by any other third person. It is the express intention of the Agency and Grantee that any such person or entity,other than the Agency or the Grantee,receiving services or benefits under this Contract shall be deemed an incidental beneficiary only. 6. Indemnification: The Grantee shall hold and save the State,its officers,agents,and employees,harmless from liability of any kind, including all claims and losses accruing or resulting to any other person, firm, or Rev.7/2015 Governmental Page 3 of 9