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Agency by wtrtue of the Grantee's breach of this
<br />agreement, and the Agerncy may' withhold any payment
<br />due the Grantee for the purpose +b1` setoff arn47 such #irne
<br />as fie exact amount of damages due the Agency from
<br />such brrrach ~b the Grantee sha~be an act of deef~lt
<br />for bankruptcy y
<br />under this Contract_
<br />Waiver of befauit: Waiver by the Agency of any default
<br />cs` breach in vompGance with the terms of this Carrtract
<br />by the Grantee shall not tae deem+ad a yvaiver of any
<br />sutasequerrt defaulk or breach and shall not be ca~strued
<br />to be modification of the terms of this Contract unless
<br />stated to be such in writing, signed by an authorized
<br />representative of the Agency and the Grantee and
<br />attached to the contract.'
<br />hvailafiility of Funds: The parties ant taf the sums
<br />agree and understand that the payrn
<br />specifred in this Contract is dependent and contingent
<br />upon and subject to the apprr~priation, allocation, and
<br />availabii'ity of lands foT this purpose to the Agen+;Y•
<br />Faroe Ma~euru: Neither partly shall he deemed to be try
<br />defaui# of its obligations hereunder if and so long as it is
<br />prevented from perharming such obligations by any act of
<br />war, hostile foreign action, nuclear exlstosian, riot,
<br />strikes, civil insumeation, earthquake, hurricane, tornado,
<br />or ott'rert catastrophic natural event car act of God.
<br />Surviual of Pir+omises: A11 promises, requirements,
<br />terms, conditions, provisions, representations,
<br />guarantees. and warranties contained herein shall
<br />survive the contract expiration or terrnlnation date unless
<br />speaficaily provided otherwise herein, or unless
<br />superseded by applicable federal ar State stakt-tes of
<br />limitation.
<br />Intellectual Rmper'ty Rights
<br />Copyrigtrts and Ownership of Deliverables: All
<br />deliverable item$ produced Pursuant to ibis Contract era
<br />the exclusion property of the A9enCY• The ~-'mntee~~
<br />not assert a claim of copyright or other property
<br />in such deliverables_
<br />Compliance vMith Applicable ~ws
<br />Compliance with Laws: The Grantee shall comply with
<br />all laws, cxdinances, codes. rules, rrgulations, and
<br />licensing requirements that are applicable to the Qcxaduct
<br />of its business, Including those of federal, state, and
<br />Iocat agencies having jurisdiction andtar authority.
<br />E+qusi Empioym~rrrt t~pparturtir#Y: The Grantee shall
<br />rorrtply with all federal and State laws relating to equal
<br />employment opportunity_
<br />hlfi+0 Form Qf)oQB2 Oranis rener~t Tertnrs and Gcnd~ions~ubYO SecE
<br />Elf. 9P1005
<br />Kevisa3d ?tZpOT
<br />Ganfideittiai~-
<br />Confidenti'atgY Any information. data. instruments.
<br />documents, studies or reports given to or prepared or
<br />assembled by the Grantee under this agreement shall be
<br />kept as c,anfidentia) and not divulged yr made available
<br />t4 any individual cr argarirr~tion without fhe prior wn'tten
<br />approval of the Agency. The Grantee acknowledges that
<br />in receiving, storing, pr+ocessmg ar otherwise dealing
<br />with any confidential informaton it w81 safeguard and not
<br />further disclose the information except as Mherwise
<br />prcaVided in this Contract.
<br />Oversight
<br />AcCes~s #cr Rersans and Records: The State Audikor
<br />shall have access trt persons and records as a result of
<br />ail contracts rat grants entered into by State agencies or
<br />political subdivisions in aodordance with N.C.G.S 147-
<br />64.7. Ariditianatly, ~ the Sate ons and re orris as a
<br />Agency shall have access tca pars
<br />result of ail contracts or grants entered into by State
<br />agencies or political subdivisions.
<br />Retard Reben#ion: f~ecords shall not be destroyed,
<br />purged or disposed of without the express written
<br />consent of the Agency- State basic records retention
<br />pdicY requires all grant rectards to be retained fear a
<br />minimum caf five years or until ail audit exceptions have
<br />been regoly~, whichever is longer_ If the contract is
<br />subject #~+ Federal policy and regulations. record
<br />retention may be icnger U~an five years since records
<br />must be retained for a period of three~ years fcitovving
<br />submission of the final Federal Financial Status Refrort,
<br />if applicable, or three years following the submission of a
<br />revised final Federal Financial Status Report. Also. if
<br />any litigation, claim. negotiation, audit, disallowance
<br />action, or other action involving this Contract has been
<br />started before expiration of the five-year retention period
<br />described above, the records must be retained until
<br />oompletican of the action and resolution of ail issues
<br />which .arise from it, or,until the end of the regular frve-
<br />year period described shave, whichever is later.
<br />Miscellaneous
<br />Choice of (.aw: sions,~as'dweu ashth n'ghts end duties of
<br />its terms or pr+o~ the. laws of
<br />the parties to this Contract, are governed by
<br />Nortiti Carolina. 1'he Grantee, by signing this Contract.
<br />agrees and submits, solely for matters concerning this
<br />Contract, to the exclusive jurisdiction of the r.~vurts of
<br />North Carolina and agrees. so-ehr for such purpose, that
<br />the exclusive venue for any legal proceedings shall be
<br />+Atake County, North Carolina. The plaraa of this Contrast
<br />and all transactions and agreements relating bo it, and
<br />their sites and forum. shall be Vltake County, North
<br />Carolina, where ail matters, whether sounding in
<br />contrset or tart, relating th the validity, construction,
<br />interpretation, and enfarcemerrt shall be determined.
<br />K Enid
<br />pggg 7 pr 12
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