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Attachment A
<br />DEQ Contract 8035
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<br />all times with the terms of such insurance policies,
<br />and all requirements of the insurer under any such
<br />insurance policies, except as they may conflict with
<br />existing North Carolina laws or this contract. The
<br />limits of coverage under each insurance policy
<br />maintained by the Grantee do not limit the Grantee’s
<br />liability and obligations under the contract.
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<br />Default and Termination
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<br />Termination by Mutual Consent: Either party may terminate
<br />this agreement upon sixty (60) days notice in writing from the
<br />other party. In that event, all finished or unfinished
<br />documents and other materials, at the option of the Agency,
<br />be submitted to the Agency. If the contract is terminated as
<br />provided herein, the Grantee is paid in an amount which
<br />bears the same ratio to the total compensation as the
<br />services actually performed bear to the total services of the
<br />Grantee covered by this agreement; for costs of work
<br />performed by subcontractors for the Grantee provided that
<br />such subcontracts have been approved as provided herein; or
<br />for each full day of services performed where compensation is
<br />based on each full day of services performed, less payment of
<br />compensation previously made. The Grantee repays to the
<br />Agency any compensation the Grantee has received which is
<br />in excess of the payment to which he is entitled herein.
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<br />Termination for Cause: If, through any cause, the Grantee
<br />fails to fulfill in timely and proper manner the obligations
<br />under this agreement, the Agency thereupon has the right to
<br />terminate this contract by giving written notice to the Grantee
<br />of such termination and specifying the reason thereof and the
<br />effective date thereof. In that event, all finished or unfinished
<br />documents, data, studies, surveys, drawings, maps, models,
<br />photographs, and reports prepared by the Grantee, at the
<br />option of the Agency, be submitted to the Agency, and the
<br />Grantee is entitled to receive just and equitable compensation
<br />for any satisfactory work completed on such documents and
<br />other materials. The Grantee is not relieved of liability to the
<br />Agency for damages sustained by the Agency by virtue of any
<br />breach of this agreement, and the Agency may withhold
<br />payment to the Grantee for the purpose of set off until such
<br />time as the exact amount of damages due the Agency from
<br />such breach can be determined.
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<br />Waiver of Default: Waiver by the Agency of any default or
<br />breach in compliance with the terms of this Contract by the
<br />Grantee is not a waiver of any subsequent default or breach and
<br />is not a modification of the terms of this Contract unless stated to
<br />be such in writing, signed by an authorized representative of the
<br />Agency and the Grantee and attached to the contract.
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<br />Availability of Funds: The parties to this Contract agree and
<br />understand that the payment of the sums specified in this
<br />Contract is dependent and contingent upon and subject to the
<br />appropriation, allocation, and availability of funds for this purpose
<br />to the Agency.
<br />Force Majeure: Neither party is in default of its obligations
<br />hereunder if it is prevented from performing such obligations by
<br />any act of war, hostile foreign action, nuclear explosion, riot,
<br />strikes, civil insurrection, earthquake, hurricane, tornado, or other
<br />catastrophic natural event or act of God.
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<br />Survival of Promises: All promises, requirements, terms,
<br />conditions, provisions, representations, guarantees, and
<br />warranties contained herein shall survive the contract expiration
<br />or termination date unless specifically provided otherwise herein,
<br />or unless superseded by applicable Federal or State statutes of
<br />limitation.
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<br />Intellectual Property Rights
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<br />Copyrights and Ownership of Deliverables: Any and all
<br />copyrights resulting from work under this agreement shall
<br />belong to the Grantee. The Grantee hereby grants to the
<br />North Carolina Department of Environmental Quality a royalty-
<br />free, non-exclusive, paid-up license to use, publish and
<br />distribute results of work under this agreement for North
<br />Carolina State Government purposes only.
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<br />Compliance with Applicable Laws
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<br />Compliance with Laws: The Grantee understands and agrees
<br />that it is subject to compliance with all laws, ordinances, codes,
<br />rules, regulations, and licensing requirements that are applicable
<br />to the conduct of its business, including those of federal, state,
<br />and local agencies having jurisdiction and/or authority.
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<br />Equal Employment Opportunity: The Grantee understands
<br />and agrees that it is subject to compliance with all Federal and
<br />State laws relating to equal employment opportunity.
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<br />Confidentiality
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<br />Confidentiality: As authorized by law, the Grantee keeps
<br />confidential any information, data, instruments, documents,
<br />studies or reports given to or prepared or assembled by the
<br />Grantee under this agreement and does not divulge or make
<br />them available to any individual or organization without the prior
<br />written approval of the Agency. The Grantee acknowledges that
<br />in receiving, storing, processing or otherwise dealing with any
<br />confidential information it will safeguard and not further disclose
<br />the information except as otherwise provided in this Contract or
<br />without the prior written approval of the Agency.
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<br />Oversight
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<br />Access to Persons and Records: The State Auditor and the
<br />using agency’s internal auditors shall have access to persons
<br />and records as a result of all contracts or grants entered into
<br />by State agencies or political subdivisions in accordance with
<br />General Statute 147-64.7 and Session Law 2010-194, Section
<br />21 (i.e., the State Auditors and internal auditors may audit the
<br />records of the contractor during the term of the contract to
<br />verify accounts and data affecting fees or performance). The
<br />Contractor shall retain all records for a period of six (6) years
<br />DocuSign Envelope ID: 70D8DD00-0712-4FFB-A412-CD2A7FF1E38B
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