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DocuSign Envelope ID:80DBCC67-147D-4966-BA8F-6B37818063C4
<br /> 2. Benefit. This Grant Contract is made and entered into for the sole protection and benefit of the Fund,
<br /> the State and the Grant Recipient,and their respective successors and assigns,subject always to the provisions
<br /> of paragraph E.6 of this Exhibit H. Except for the State,there shall be no third-party beneficiaries to this Grant
<br /> Contract.
<br /> 3. Further Assurance. In connection with and after the payment of Grant funds under this Grant Contract,
<br /> upon the reasonable request of the Fund,the Grant Recipient shall execute,acknowledge and deliver or cause
<br /> to be delivered all such further documents and assurances, and comply with any other requests as may be
<br /> reasonably required by the Fund or otherwise appropriate to carry out and effectuate the Grant as contemplated
<br /> by this Grant Contract and the purposes of the Conservation Easement.
<br /> 4. Compliance by Others. The Grant Recipient shall be responsible for compliance with the terms of this
<br /> Grant Contract by any Sub-grant Recipient,including but not limited to,a political subdivision,public agency,
<br /> or qualified non-profit organization to which funds or obligations are transferred, delegated or assigned
<br /> pursuant to this Grant Contract. Delegation by the Grant Recipient to a Sub-grant Recipient of any duty or
<br /> obligation hereunder does not relieve the Grant Recipient of any duty or obligation created hereunder. Failure
<br /> by such Sub-grant Recipient to comply with the terms of this Grant Contract shall be deemed failure by the
<br /> Grant Recipient to comply with the terms of this Grant Contract. Any such delegation of duties or obligations
<br /> shall be in writing, signed by the Grant Recipient and Sub-grant Recipient, shall be in accordance with
<br /> paragraph E.8 of this Exhibit H, and shall contain an affirmative covenant by the Sub-grant Recipient that it
<br /> shall abide by the rules set forth in Title 09, Subchapter 03M of the North Carolina Administrative Code.
<br /> 5. Independent Status of the Parties. The Parties are independent entities and this Grant Contract shall
<br /> not create a partnership or joint venture between the Parties. Further,the Grant Contract shall not in any way
<br /> be interpreted or construed as making the Grant Recipient, its agents or employees, to be agents or
<br /> representatives of the Fund. The Grant Recipient is and shall be an independent contractor in the
<br /> performance of this Grant Contract and as such shall be wholly responsible for the work to be performed
<br /> and for the supervision of its agents and employees. In no event shall the Fund be liable for debts or claims
<br /> accruing or arising against the Grant Recipient. The Grant Recipient represents that it has, or shall secure at
<br /> its own expense, all personnel required in the performance of this Grant Contract. Such employees shall not
<br /> be employees of,nor have any individual contractual relationship with,the Fund.
<br /> 6. Indemni1y. The Grant Recipient agrees, to the fullest extent permitted by law, to release, protect,
<br /> indemnify and hold harmless the State,the Fund, its Trustees, employees, agents and assigns against any and
<br /> all claims,losses,liabilities,damages,and costs,including reasonable attorney fees,which result from or arise
<br /> out of (a) damages or injuries to persons or property caused by the negligent acts or omissions of Grant
<br /> Recipient,its employees,or agents in use or management of the Property;(b)use or presence of any hazardous
<br /> substance, waste or other regulated material in,under or on the Property; or(c)the performance of the Grant
<br /> Recipient's duties under this Grant Contract. The obligations under this Section are independent of all other
<br /> rights or obligations set forth herein. This indemnity shall survive the disbursement of the Grant funds,as well
<br /> as any termination of this Grant Contract.
<br /> 7. No Discrimination. The Grant Recipient shall assure that no person will be excluded from
<br /> participation in,be denied the benefits of,or be subject to discrimination under any program or activity covered
<br /> by this Grant Contract solely on the grounds of race, color,age,religion,sex or national origin.
<br /> 8. Binding Effect,Contract Assignable. The terms hereof shall be binding upon and inure to the benefit
<br /> of the successors, assigns, and personal representatives of the Parties; provided, however, that the Grant
<br /> Recipient may not assign this Grant Contract or any of its rights, interests, duties or obligations hereunder or
<br /> Orange County,North Carolina(NCLWF 2020-048 Moorefields Estate)
<br /> Final—December 21,2020 Page 26 of 27
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