|
Termination for Cause: If, through any cause, the
<br />Grantee shall fail to fulfill its obligations under this
<br />Contract in a timely and proper manner, the Agency
<br />shall have the right to terminate this Contract by giving
<br />written notice to the Grantee and specifying the
<br />effective date thereof.
<br />In that event, all finished or unfinished deliverable
<br />items prepared by the Grantee under this Contract
<br />shall, at the option of the Agency, become its property
<br />and the Grantee shall be entitled to receive just and
<br />equitable compensation for any satisfactory work
<br />completed on such materials, minus any payment or
<br />compensation previously made.
<br />Notwithstanding the foregoing provision, the Grantee
<br />shall not be relieved of liability to the Agency for
<br />damages sustained by the Agency by virtue of the
<br />Grantee's breach of this agreement, and the Agency
<br />may withhold any payment due the Grantee for the
<br />purpose of setoff until such time as the exact amount
<br />of damages due the Agency from such breach can be
<br />determined. The filing of a petition for bankruptcy by
<br />the Grantee shall be an act of default under this
<br />Contract.
<br />Waiver of Default: Waiver by the Agency of any
<br />default or breach in compliance with the terms of this
<br />Contract by the Grantee shall not be deemed a waiver
<br />of any subsequent default or breach and shall not be
<br />construed to be modification of the terms of this
<br />Contract unless stated to be such in writing, signed by
<br />an authorized representative of the Agency and the
<br />Grantee and attached to the Contract.
<br />Availability of Funds: The parties to this Contract
<br />agree and understand that the payment of the sums
<br />specified in this Contract is dependent and contingent
<br />upon and subject to the appropriation, allocation, and
<br />availability of funds for this purpose to the Agency.
<br />Force Majeure: Neither party shall be deemed to be
<br />in default of its obligations hereunder if and so long as
<br />it is prevented from performing such obligations by any
<br />act of war, hostile foreign action, nuclear explosion,
<br />riot, strikes, civil insurrection, earthquake, hurricane,
<br />tornado, or other catastrophic natural event or act of
<br />God.
<br />Survival of Promises: All promises, requirements,
<br />terms, conditions, provisions, representations,
<br />guarantees, and warranties contained herein shall
<br />survive the Contract expiration or termination date
<br />unless specifically provided otherwise herein, or
<br />unless superseded by applicable federal or State
<br />statutes of limitation.
<br />Intellectual Property Rights
<br />Copyrights and Ownership of deliverables: All
<br />deliverable items produced pursuant to this Contract
<br />are the exclusive property of the Agency. The Grantee
<br />shall not assert a claim of copyright or other property
<br />interest in such deliverables.
<br />Compliance with Applicable Laws
<br />Compliance with Laws: The Grantee shall comply
<br />with all laws, ordinances, codes, rules, regulations,
<br />and licensing requirements that are applicable to the
<br />conduct of its business, including those of federal,
<br />State, and local agencies having jurisdiction and/or
<br />authority.
<br />Equal Employment Opportunity: The Grantee shall
<br />take affirmative action in complying with all federal and
<br />State statutes and all applicable requirements
<br />concerning fair employment of people with disabilities,
<br />and concerning the treatment of all employees without
<br />regard to discrimination by reason of race, color,
<br />religion, sex, national origin or disability. For additional
<br />information see Title VI of the Civil Rights Act of 1964
<br />(42 U.S.C., 2000d, 2000e -16), Title XI of the Education
<br />amendments of 1972, as amended (20 U.S.C. 1681-
<br />1683 and 1685 - 1686), and section 504 of the
<br />Rehabilitation Act of 1973 as amended (29 U.S.C.
<br />794).
<br />Executive Order 24: In accordance with Executive
<br />Order 24, issued by Governor Perdue, and N.C.G.S.§
<br />133 -32, a vendor or contractor (i.e. architect, bidder,
<br />contractor, construction manager, design professional,
<br />engineer, landlord, offeror, seller, subcontractor,
<br />supplier, vendor, or grantee), is prohibited from making
<br />gifts or giving favors to any employee of the Agency of
<br />Agriculture and Consumer Services. This prohibition
<br />covers those vendors, contractors, and/or grantees
<br />who:
<br />(a) have a Contract with a governmental Agency;
<br />or
<br />(b) have performed under such a Contract within
<br />the past year; or
<br />(c) anticipate bidding on such a Contract in the
<br />future.
<br />For additional information regarding the specific
<br />requirements and exemptions, vendors, contractors,
<br />and/or grantees are encouraged to review Executive
<br />Order 24 and N.C.G.S. § 133 -32.
<br />Confidentiality
<br />Confidentiality: Any information, data, instruments,
<br />documents, studies or reports given to or prepared or
<br />assembled by the Grantee under this agreement shall
<br />NCDA &CS - General Terms and Conditions — Public - Local Governmental Entities
<br />Eff. 912005; Rev. 11111, 8112, 9112, 10112, 8113
<br />F -7
<br />Attachment number 2
<br />Page 11 of 12
<br />Page 224
<br />
|