AG 2010 10 18 - Laserfiche WebLink

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Page 10 of 11 31. that such work must be duplicated in order to complete the contract. Notwithstanding the foregoing, the Agency shall not be relieved of liability to the Council for damages sustained by the Council by virtue of any breach of this contract by the Agency and the Council may withhold payment of any additional sums as security for payment of damages caused by the Agency's breach, until such time as the exact amount of the damages resulting from such breach is determined. Termination for Convenience The Council may terminate this contract for the convenience of the Council at any time by giving written notice of such termination and specifying the date thereof, no fewer than ninety (90) days prior to the effective date of such termination. In that event, all finished or unfinished documents and other materials produced or collected shall, at the option of the Council, become the property of the Council. If this contract is terminated by the Council as provided in this paragraph, the Agency will be paid the grant reimbursement percentage, described in paragraph 6, of the actual allowable expenses that have been incurred by the Agency prior to the effective date of such termination, less payments of compensation previously made. Provided, however, if this contract is terminated because of default by the Agency the provisions of paragraph 30 hereof shall prevail. 32. Disputes and Appeals. Any dispute concerning a question of fact arising under this Agreement shall be identified to the designated grant administrator for the Area Agency on Aging. In accordance with the Lead Regional Organization (LRO) policy, a written decision shall be promptly furnished to the designated grant administrator for the Agency. The decision of the LRO is final unless within twenty (20) days of receipt of such decision the Chairman of the Board of Commissioners or Board Director furnishes a written request for appeal to the Director of the North Carolina Division of Aging and Adult Services, with a copy sent to the Area Agency. The request for appeal shall state the exact nature of the complaint. The Division of Aging and Adult Services will inform the Chairman of the Board of Commissioners Or Board Director of its appeal procedures and will inform the Area Agency that an appeal has been filed. Procedures thereafter will be determined by the appeals process of the Division of Aging and Adult Services. The state agency address is as follows: Director North Carolina Division of Aging and Adult Services 2101 Mail Service Center 693 Palmer Drive Raleigh, North Carolina 27699 -2101 33. Applicable Law This contract is executed and is to be performed in the State of North Carolina, and the laws of such State shall construe all questions of interpretation and construction. F -1 Attachment number 1 Page 75