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BK:00025 PG:0092 <br />funds include federal financial assistance <br />received by the State and transferred or <br />disbursed to non -State entities. Both Federal <br />and State funds maintain their identity as they <br />are subgranted to other organizations. <br />Pursuant to NCGS 143C- 6- 23(a)(1), the terms <br />"State grant funds" and "State grants" do not <br />include any payment made by the Medicaid <br />program, the Teachers' and State Employees' <br />Comprehensive Major Medical Plan, or other <br />similar medical programs. <br />(17) "Subgrantee" has the meaning in NCGS <br />143C- 6- 23(a)(3): a non -State entity that <br />receives a grant of State funds from a grantee <br />or from another subgrantee but does not <br />include any non -State entity subject to the <br />audit and other reporting requirements of the <br />Local Government Commission. <br />(18) "Unit of Local Government" has the meaning <br />in NCGS 143C- 1- 1(d)(29): A municipal <br />corporation that has the power to levy taxes, <br />including a consolidated city- county as <br />defined by NCGS 160B -2(1), and all boards, <br />agencies, commissions, authorities, and <br />institutions thereof that are not municipal <br />corporations. <br />Relationships of the Parties <br />Independent Contractor: The Grantee is and shall be <br />deemed to be an independent contractor in the <br />performance of this Contract and as such shall be wholly <br />responsible for the work to be performed and for the <br />supervision of its employees. The Grantee represents <br />that it has, or shall secure at its own expense, all <br />personnel required in performing the services under this <br />agreement. Such employees shall not be employees of, <br />or have any individual contractual relationship with, the <br />Agency. <br />Subcontracting: The Grantee shall not subcontract any <br />of the work contemplated under this Contract without <br />prior written approval from the Agency. Any approved <br />subcontract shall be subject to all conditions of this <br />Contract. Only the subcontractors or subgrantees <br />specified in the contract documents are to be considered <br />approved upon award of the contract. The Agency shall <br />not be obligated to pay for any work performed by any <br />unapproved subcontractor or Subgrantee. The Grantee <br />shall be responsible for the performance of all of its <br />subgrantees and shall not be relieved of any of the duties <br />and responsibilities of this Contract. <br />Subgrantees: The Grantee has the responsibility to <br />ensure that all subgrantees, if any, provide all <br />information necessary to permit the Grantee to comply <br />with the standards set forth in this Contract. <br />Assignment: No assigmment of the Grantee's <br />obligations or the Grantee's right to receive payment <br />hereunder shall be permitted. However, upon written <br />request approved by the issuing purchasing authority, the <br />State tray: <br />(a) Forward the Grantee's payment check(s) directly <br />to any person or entity designated by the <br />Grantee, or <br />(b) Include any person or entity designated by <br />Grantee as a joint payee on the Grantee's <br />payment check(s). <br />In no event shall such approval and action obligate the <br />State to anyone other than the Grantee and the Grantee <br />shall remain responsible for fulfillment of all contract <br />obligations. <br />Beneficiaries: Except as herein specifically provided <br />otherwise, this Contract shall inure to the benefit of and <br />be binding upon the parties hereto and their respective <br />successors. It is expressly understood and agreed that the <br />enforcement of the terns and conditions of this Contract, <br />and all rights of action relating to such enforcement, <br />shall be strictly reserved to the Agency and the named <br />Grantee. Nothing contained in this document shall give <br />or allow any claim or right of action whatsoever by any <br />other third person. It is the express intention of the <br />Agency and Grantee that any such person or entity, other <br />than the Agency or the Grantee, receiving services or <br />benefits under this Contract shall be deemed an <br />incidental beneficiary only. <br />Indemnity <br />Indemnification: The Grantee agrees to indemnify and <br />hold harmless the Agency, the State of North Carolina, <br />and any of their officers, agents and employees, from <br />any claims of third parties arising out of any act or <br />omission of the Grantee in connection with the <br />performance of this Contract. <br />Default and Termination <br />Termination by Mutual Consent: The Parties may <br />terminate this Contract by mutual consent with 60 days <br />notice to the other party, or as otherwise provided by <br />law. <br />Termination Without Cause: The Agency may <br />terminate this contract without cause by giving 60 days <br />written notice to the Contractor. In that event, all <br />finished or unfinished deliverable items prepared by the <br />Contractor under this contract shall, at the option of the <br />Agency, become its property and the Contractor shall be <br />Page 6 of 15 <br />