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Docusign Envelope ID : 58385E6A-CCB2-4965 -9AFB-3OE53E96EFOE <br /> " Special Appropriation " means a legislative act authorizing the expenditure of a designated amount of public funds <br /> for a specific purpose . <br /> " State Funds " means any funds appropriated by the North Carolina General Assembly or collected by the State of <br /> North Carolina . State funds include Federal financial assistance received by the State and transferred or disbursed <br /> to non -State entities . Both Federal and State funds maintain their identity as they are subgranted to other <br /> organizations . <br /> " Subgrantee " has the meaning in G . S . 143C- 6 -23 ( a ) ( 3 ) . <br /> " Unit of Local Government has the meaning in G . S . 159 - 7 ( 15 ) . <br /> TERMS AND CONDITIONS <br /> 1 . Choice of Law : The validity of this Contract and any of its terms or provisions, as well as the rights and duties of <br /> the Parties to this Contract, are governed by the laws of North Carolina , The Grantee , by signing this Contract, <br /> agrees and submits, solely for matters concerning this Contract, to the exclusive jurisdiction of the courts of <br /> North Carolina and agrees, solely for such purpose , that the exclusive venue for any legal proceedings shall be <br /> Wake County, North Carolina . The place of this Contract and all transactions and agreements relating to it, and <br /> their situs and forum , shall be Wake County, North Carolina , where all matters, whether sounding in contract <br /> or tort, relating to the validity, construction , interpretation , and enforcement shall be determined . <br /> 2 . Independent Contractor : The Grantee is and shall be deemed to be an independent contractor in the <br /> performance of this Contract and as such shall be wholly responsible for the work to be performed and for the <br /> supervision of its employees . The Grantee represents that it has, or shall secure at its own expense , all personnel <br /> required in performing the services under this agreement . Such employees shall not be employees of, or have <br /> any individual contractual relationship with , the Agency . <br /> 3 . Key Personnel : The Grantee shall not substitute key personnel assigned to the performance of this Contract <br /> without prior written approval by the Agency' s Contract Administrator . The individuals designated as key <br /> personnel for purposes of this Contract are those specified in the Grantee' s proposal . <br /> 4 . Assignment : No assignment of the Grantee ' s obligations or the Grantee ' s right to receive payment hereunder <br /> shall be permitted . However, upon written request approved by the issuing purchasing authority, the State <br /> may : <br /> ( a ) Forward the Grantee ' s payment check ( s ) directly to any person or entity designated by the Grantee, or <br /> ( b ) Include any person or entity designated by Grantee as a joint payee on the Grantee ' s payment check ( s ) . <br /> In no event shall such approval and action obligate the State to anyone other than the Grantee and the <br /> Grantee shall remain responsible for fulfillment of all contract obligations . <br /> 5 . Beneficiaries : Except as herein specifically provided otherwise, this Contract shall inure to the benefit of and be <br /> binding upon the Parties hereto and their respective successors . It is expressly understood and agreed that the <br /> enforcement of the terms and conditions of this Contract, and all rights of action relating to such enforcement, <br /> shall be strictly reserved to the Agency and the named Grantee . Nothing contained in this document shall give <br /> or allow any claim or right of action whatsoever by any other third person . It is the express intention of the <br /> Agency and Grantee that any such person or entity, other than the Agency or the Grantee , receiving services or <br /> benefits under this Contract shall be deemed an incidental beneficiary only . <br /> 6 . Indemnification : The Grantee shall hold and save the State , its officers, agents, and employees , harmless from <br /> liability of any kind , including all claims and losses accruing or resulting to any other person , firm , or corporation <br /> DS <br /> Rev . 07/ 2024 Governmental 2 of 8 <br /> i <br /> i <br />