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<br /> DocuSign Envelope ID:C8D9258E-OB18-4FBC-9A51-15AOE32Al2BA
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<br /> CONTRACT NO.:45615VW
<br /> VW-TRANSIT BUS PROGRAM
<br /> Attachment A
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<br /> all times with the terms of such insurance policies, Force Majeure. Neither party is lin default of its obligations
<br /> and all requirements of the insurer under any such hereunder if it Is prevented from pertorming such obligations by
<br /> insurance policies, except as they may conflict with any act of war, hosRe foreign action, nuclear explosion, riot,
<br /> existing North Carolina laws or this contract. The strikes,civil insurrection,earthquake,hurricane,tornado,cy other
<br /> limits of coverage under each insurance polity catastrophic natural event or act of God.
<br /> maintained by the Grantee do not limit the Grantee's
<br /> liabiRy and obligations under the contract. Survival of Promises: All promuses, requirements, terms,
<br /> conditions, provisions, representations, guarantees, and
<br /> warranties contained herein shall survive the contract expiration
<br /> Default and Terni€nation or termination date unless specifically provided otherwise herein,
<br /> or unless superseded by applkatie f=ederal or State statutes of
<br /> Termination by Mutual Consent: Either party may terminate limitation.
<br /> this agreement upon sixty(90) days notice in writing from the
<br /> other party. in that event, a6 finished or unfinished Intellectual Property Rights
<br /> documents and other materials,at the option of the Agency,
<br /> be submitted to the Agency. If the contract Is terminated as Copyrights and Ownership of Deliverables: Any and all
<br /> provided herein, the Grantee is paid in an amount which copyrights resulting from work under this agreement shall
<br /> bears the same ratio to the total compensation as the belong to the Grantee. The Grantee hereby grants to the
<br /> services actually performed bear to the total services of the North Carolina department of Environmental Quality a
<br /> Grantee meted by this agreement; for costs of work royalty-free, non-exclusive, paid-up license to use, publish
<br /> performed by subconiractus for the Grantee provided that and distribute results of wark under this agreement for North
<br /> such subcontracfa have been approved as provided herein;or Carolina State Government purposes only.
<br /> for each full day of services performed where comp ensallon is
<br /> based on each full day of services performed,less payment of Compliance with Applicable Laws
<br /> compensation previously made, The Grantee repays to the
<br /> Agency any compensation the Grantee has received which is Compliance with Laws: The Grantee understands and agrees
<br /> in excess of the payment to which he Is entitled herein. that it is subject to compliance Willi all laws,ordinances,codes,
<br /> rules,regulations,and licensi•ing requirements that are appbcakte
<br /> Termination for Cause. If, through any cause, the Grantee to the conduct of its business,includfAg those of federal,state,
<br /> fails to fulfill in timely and proper manner the obligations and local agencies having jurisdiction anWor authority.
<br /> under this agreement,the Agency thereupon has the right to
<br /> terminate this conlract by giving written notice to the Grantee Equal Employment Opportunity: The Grantee understands
<br /> of such termination and specifying the reason thereof and the and agrees that it is subject to compliance with all Federal and
<br /> effecErve date thereof. In that event,all finished or unfinished State laws relating to equal employment opportunity.
<br /> documents.,data,studies, sutveys, 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 Confidenfialily
<br /> Grantee is entitled to receive just and equitable compensation
<br /> for arty satisfactory work completed on such documents and Confidentiality: As aulhor¢ed by lave, the Grantee keeps
<br /> other materials, The Grantee is not relieved of liability to the confidential any Information, data, Instruments, documents,
<br /> Agency for damages sustained by the Agency by virtue of any studies or reporls given to or prepared or assembled by the
<br /> breach of this agreement, and the Agency may withhold Grantee under fts agreement and does not divulge or make
<br /> payment to the Grantee for the purpose of set off until such them available to any individual or organicati>on without the prior
<br /> time as the exact amount of damages due the Agency from written approval of the Agency.The Grantee acknowledges that
<br /> such breach can be determined. in receiving, sioring, processing or otherwise dealing with any
<br /> confidential€nformattion it w€il safeguard and not further distlose
<br /> Waiver of Default: 1W&er by the Agency of any default or ttre information except as otherwise provided in this Contract or
<br /> breach M compliance with the tears of this Contract by the without the prior written approval of the Agency.
<br /> Grantee is not a waiver of any subMuent default or breach and
<br /> is not a modificatJon of the terms of this Contract unless stated to Oversight
<br /> be such in orating,signed by an authorized representative of the
<br /> Agency and the Grantee and attacked to the contract. Access to Persons and Records.,The State Auci tar and the
<br /> using agency's internal audifoas shall have access to persons
<br /> Availability of Funds: The parties to this Contract agree and and records as a result of all contracts or grants entered into
<br /> understand that the payment of the sums specified in this by State agencies or political subdivisions in accordance with
<br /> Contract is dependent and contingent upon and subject to the General Statute 147-64.7 and Session Law 2010-194,Section
<br /> appropriation,allocation,and availability of funds for this purpose 21 (i.e.,the State Auditors and internal auditors may audit the
<br /> to the Agency. 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
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