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DocuSign Envelope ID: 28CAEBFI-7EF8-41D9-9D5C-A652FBB04DEC For Official Use Only iii. is lawfully disclosed to the receiving party by a third party who is not obligated to retain such information in confidence; or iv. is independently developed at the receiving party by someone not privy to the confidential information. 15. Public Records Access: While this information under Federal control is subject to requests made pursuant to the Freedom of Information Act (FOIA), 5 U.S.C. §552 et. seq., all determinations concerning the release of information of this nature are made on a case-by-case basis by the FEMA FOIA Office. This agreement may be subject to the North Carolina Public Records Act, Chapter 132 of the North Carolina General Statutes. 16. Subcontracting: If Sub -Recipient subcontracts any or all purchases or services required under this Agreement, then Sub -Recipient agrees to include in the subcontract that the subcontractor is bound by the terms and conditions of this MOA. Sub -Recipient and any subcontractor agree to include in the subcontract that the subcontractor shall hold Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this MOA. If Sub -Recipient subcontracts any or all purchases or services required under this MOA, a copy of the executed subcontract Agreement must be forwarded to Recipient. A contractual arrangement shall in no way relieve Sub -Recipient of its responsibilities to ensure that all funds issued pursuant to this grant be administered in accordance with all state and Federal requirements. Sub -Recipient is bound by all special conditions of this grant award as set out in the Grant Application Package and the Grant Award and Special Conditions documents, incorporated by reference herein, as well as all terms, conditions and restrictions of the applicable HSGP NOFO announcement referenced herein. 17. Situs: This Agreement shall be governed by the laws of North Carolina and any claim for breach or enforcement shall be filed in State Court in Wake County, North Carolina. 18. Antitrust Laws: This Agreement is entered into in compliance with all State and Federal antitrust laws. 19. Other Provisions/Severability: Nothing in this Agreement is intended to conflict with current laws or regulations of the State of North Carolina, Department of Public Safety, North Carolina Emergency Management, or the Sub -Recipient. If a term of this agreement is inconsistent with such authority, then that term shall be invalid, but the remaining terms and conditions of this agreement shall remain in full force and effect. 20. Com fiance with the law: Sub -Recipient shall be wholly responsible for the purchases to be made under this MOA and for the supervision of its employees and assistants. Sub -Recipient shall be responsible for compliance with all laws, ordinances, codes, rules, regulations, licensing requirements and other regulatory matters that are applicable to the conduct of its business and purchase requirements performed under this MOA, including those of Federal requirements and State and local agencies having appropriate jurisdiction and found in the FY 2017 HSGP NOFO announcement. 21. Entire Agreement: This Agreement and any annexes, exhibits and amendments annexed hereto and any documents incorporated specifically by reference represent the entire agreement between the parties and supersede all prior oral and written statements or agreements. 22. Modification: This Agreement may be amended only by written amendments duly executed by the Recipient and the Sub - Recipient. 7of14