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Force Majeure: Neither party shall be deemed to be in
<br />default of its obligations hereunder if and so long as it is
<br />prevented from performing such obligations by any act of
<br />war, hostile foreign action, nuclear explosion, riot, strikes,
<br />civil insurrection, earthquake, hurricane, tornado, or other
<br />catastrophic natural event or act of God.
<br />Survival of Promises: All promises, requirements,
<br />terms, conditions, provisions, representations,
<br />guarantees, and warranties contained herein shall survive
<br />the Contract expiration or termination date unless
<br />specifically provided otherwise herein, or unless
<br />superseded by applicable federal or State statutes of
<br />limitation.
<br />Intellectual Property Rights
<br />Copyrights and Ownership of deliverables: All
<br />deliverable items produced pursuant to this Contract are
<br />the exclusive property of the Agency. The Grantee shall
<br />not assert a claim of copyright or other property interest in
<br />such deliverables.
<br />Compliance with Applicable Laws
<br />Compliance with Laws: The Grantee shall comply with
<br />all laws, ordinances, codes, rules, regulations, and
<br />licensing requirements that are applicable to the conduct
<br />of its business, including those of federal, state, and local
<br />agencies having jurisdiction and /or authority.
<br />Equal Employment Opportunity: The Grantee shall
<br />comply with all federal and State laws relating to equal
<br />employment opportunity.
<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, supplier,
<br />vendor, or grantee), is prohibited from making gifts or
<br />giving favors to any employee of the Department of
<br />Agriculture and Consumer Services. This prohibition
<br />covers those vendors, contractors, and/or grantees who:
<br />(1) have a contract with a governmental agency; or
<br />(2) have performed under such a contract within the past
<br />year; or
<br />(3) anticipate bidding on such a contract in the 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 be
<br />kept as confidential and not divulged or made available to
<br />any individual or organization without the prior written
<br />approval of the Agency. The Grantee acknowledges that
<br />in receiving, storing, processing or otherwise dealing with
<br />any confidential information it will safeguard and not
<br />further disclose the information except as otherwise
<br />provided in this Contract.
<br />Oversight
<br />Access to Persons and Records: The State Auditor
<br />shall have access to persons and records as a result of all
<br />contracts or grants entered into by State agencies or
<br />political subdivisions in accordance with N.C.G.S. 147-
<br />64.7 and Session Law 2010 -194, Section 21 (i.e., the
<br />State Auditors and internal auditors may audit the records
<br />of the contractor during the term of the contract to verify
<br />accounts and data affecting fees or performance).
<br />Additionally, as the State funding authority, the Agency
<br />shall have access to persons and records as a result of all
<br />contracts or grants entered into by State agencies or
<br />political subdivisions.
<br />Record Retention: Records shall not be destroyed,
<br />purged or disposed of without the express written consent
<br />of the Agency. State basic records retention policy
<br />requires all grant records to be retained for a minimum of
<br />five years or until all audit exceptions have been resolved,
<br />whichever is longer. If the Contract is subject to Federal
<br />policy and regulations, record retention may be longer
<br />than five years since records must be retained for a period
<br />of three years following submission of the final Federal
<br />Financial Status Report, if applicable, or three years
<br />following the submission of a revised final Federal
<br />financial Status Report. Also, if any litigation, claim,
<br />negotiation, audit, disallowance action, or other action
<br />involving this Contract has been started before expiration
<br />of the five -year retention period described above, the
<br />records must be retained until completion of the action
<br />and resolution of all issues which arise from it, or until the
<br />end of the regular five -year period described above,
<br />whichever is later.
<br />Miscellaneous
<br />Choice of Law: The validity of this Contract and any of
<br />its terms or provisions, as well as the rights and duties of
<br />the parties to this Contract, are governed by the laws of
<br />North Carolina, The Grantee, by signing this Contract,
<br />agrees and submits, solely for matters concerning this
<br />Contract, to the exclusive jurisdiction of the courts of
<br />North Carolina and agrees, solely for such purpose, that
<br />the exclusive venue for any legal proceedings shall be
<br />Wake County, North Carolina. The place of this Contract
<br />and all transactions and agreements relating to it, and
<br />their situs and furm, shall be Wake County, North
<br />Carolina, where all matters whether sounding in Contract
<br />or tort, relating to the validity, construction, interpretation,
<br />and enforcement shall be determined.
<br />Headings: The Section and Paragraph headings in these
<br />General Terms and Conditions are not material parts of
<br />the agreement and should not be used to construe the
<br />meaning thereof.
<br />NCDA &CS (Governmental Contract Cover — ADFP) 07/11, 3/12, 6112
<br />Page 9 of 10
<br />Attachment number 3
<br />F -6 Page 118
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