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043 <br />X. SUBCONTRACTING. If the Sub - grantee subcontracts any or all purchases required <br />under this Agreement, Sub - grantee agrees to include in the subcontract that the <br />subcontractor is bound by the terms and conditions of this MOA. Sub - grantee agrees <br />to include in the subcontract that the subcontractor shall hold Grantee harmless against <br />all claims of whatever nature arising out of the subcontractor's performance of work <br />under this MOA. If Sub - grantee subcontracts, a copy of the executed subcontract <br />agreement must be forwarded to the North Carolina Emergency Management. <br />Contractual arrangement shall in no way relieve Sub - grantee of its responsibilities to <br />ensure that all funds issued pursuant to this grant be administered in accordance with all <br />state and federal requirements. Sub - grantee is bound by the terms, conditions and <br />restrictions of the applicable USDHS Program Guidelines and Funding Opportunity <br />Announcement referenced herein. <br />XI. SITUS. This Agreement shall be governed by the laws of North Carolina, and venue <br />for any disputed matters or claims shall be in the Superior Court of Wake County, <br />North Carolina. <br />MI. ANTITRUST LAWS. This Agreement is entered into in compliance with all State <br />and Federal antitrust laws. <br />XIII. COMPLIANCE WITH THE LAW. Sub - grantee shall be wholly responsible for the <br />purchases to be made under this MOA and for the supervision of its employees and <br />assistants. Sub - grantee shall be responsible for compliance with all laws, ordinances, <br />codes, rules, regulations, licensing requirements and other regulatory matters that are <br />applicable to the conduct of its business and purchase requirements performed under <br />this MOA, including those of federal requirements and State and local agencies having <br />appropriate jurisdiction and found in the FY 2013 Homeland Security Grant Program <br />(HSGP) Funding Opportunity Announcement (FOA). <br />XIV. OTHER PROVISIONS /SEVERABILITY. Nothing in this Agreement is intended <br />to conflict with current laws or regulations of the State of North Carolina, Department <br />of Public Safety or Lee County. If any term of this Agreement is found by any court <br />or other legal authority, or is agreed by the parties to be in conflict with any law or <br />regulation governing its subject, the conflicting term shall be considered null and void. <br />The remaining terms and conditions of this Agreement shall remain in full force and <br />effect. <br />XV. ENTIRE AGREEMENT. This Agreement and any exhibits and amendments <br />annexed hereto and any documents incorporated specifically by reference represent the <br />entire agreement between the parties and supersede all prior oral and written statements <br />or agreements. <br />XVI. MODIFICATION. Modifications of this agreement must be in writing and upon <br />approval of both parties except as modified by official USDHS Federal Grant <br />Adjustment Notice (GAN). <br />Page 7 of 9 <br />