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PUBLIC SECTOR CONTRACTS (Including Local Governments)
<br />shall, at the option of the Agency, become its
<br />property and the Grantee shall be entitled to receive
<br />just and equitable compensation for any satisfactory
<br />work completed on such materials, minus any
<br />payment or compensation previously made.
<br />Notwithstanding the foregoing provision, the Grantee
<br />shall not be relieved of liability to the Agency for
<br />damages sustained by the Agency by virtue of the
<br />Grantee's breach of this agreement, and the Agency
<br />may withhold any payment due the Grantee for the
<br />purpose of setoff until such time as the exact amount
<br />of damages due the Agency from such breach can be
<br />determined. The filing of a petition for bankruptcy by
<br />the Grantee shall be an act of default under this
<br />Contract.
<br />Waiver of Default: Waiver by the Agency of any
<br />default or breach in compliance with the terms of this
<br />Contract by the Grantee shall not be deemed a
<br />waiver of any subsequent default or breach and shall
<br />not be construed to be modification of the terms of
<br />this Contract unless stated to be such in writing,
<br />signed by an authorized representative of the Agency
<br />and the Grantee and 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
<br />in default of its obligations hereunder if and so long
<br />as it is prevented from performing such obligations by
<br />any act of war, hostile foreign action, nuclear
<br />explosion, riot, strikes, civil insurrection, earthquake,
<br />hurricane, tornado, or other catastrophic natural
<br />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
<br />unless superseded by applicable federal or State
<br />statutes of limitation.
<br />Intellectual Property Rights
<br />Copyrights and Ownership of Deliverables: All
<br />deliverable items produced pursuant to this Contract
<br />are the exclusive property of the Agency. The
<br />Grantee shall not assert a claim of copyright or other
<br />property interest in such deliverables.
<br />Compliance with Applicable Laws
<br />Compliance with Laws: The Grantee shall comply
<br />with all laws, ordinances, codes, rules, regulations,
<br />and licensing requirements that are applicable to the
<br />conduct of its business, including those of federal,
<br />State, and local agencies having jurisdiction and /or
<br />authority.
<br />Equal Employment Opportunity: The Grantee
<br />shall take affirmative action in complying with all
<br />federal and State statutes and all applicable
<br />requirements concerning fair employment of people
<br />with disabilities, and concerning the treatment of all
<br />employees without regard to discrimination by reason
<br />of race, color, religion, sex, national origin or
<br />disability. For additional information see Title VI of the
<br />Civil Rights Act of 1964 (42 U.S.C., 2000d, 2000e-
<br />16), Title XI of the Education amendments of 1972,
<br />as amended (20 U.S.C. 1681 -1683 and 1685- 1686),
<br />and section 504 of the Rehabilitation Act of 1973 as
<br />amended (29 U.S.C. 794).
<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
<br />professional, engineer, landlord, offeror, seller,
<br />subcontractor, supplier, vendor, or grantee), is
<br />prohibited from making gifts or giving favors to any
<br />employee of the Agency of Agriculture and Consumer
<br />Services. This prohibition covers those vendors,
<br />contractors, and /or grantees who:
<br />(a) have a Contract with a governmental
<br />Agency; or
<br />(b) have performed under such a Contract within
<br />the past year; or
<br />(c) anticipate bidding on such a Contract in the
<br />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
<br />shall be kept as confidential and not divulged or
<br />made available to any individual or organization
<br />without the prior written approval of the Agency. The
<br />Grantee acknowledges that in receiving, storing,
<br />processing or otherwise dealing with any confidential
<br />information it will safeguard and not further disclose
<br />the information except as otherwise provided in this
<br />Contract.
<br />Oversight
<br />Access to Persons and Records: The State Auditor
<br />and the using agency's internal auditors shall have
<br />NCDA &CS - General Terms and Conditions — Public - Local Governmental Entities
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