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I I <br />Contract #68-2005 <br />Arcadia Health Services, Inc. <br />to this contract ("product" includes, without <br />limitation, any piece of equipment, hardware, <br />firmware, middleware, custom or commercial <br />software, or internal components, subroutines, and <br />interfaces therein) that perform any date and/or time <br />data recognition function, calculation, or sequencing <br />will support a four digit year format and will provide <br />accurate date/time data and leap year calculations. <br />This warranty shall survive the termination or <br />expiration of this contract. <br />Certification Regarding Collection of Taxes: G.S. <br />143-59.1 bars the Secretary of Administration from <br />entering into contracts with vendors that meet one of <br />the conditions of G.S. 105-164.8(b) and yet refuse to <br />collect use taxes on sales of tangible personal <br />property to purchasers in North Carolina. The <br />conditions include: (a) maintenance of a retail <br />establishment or office; (b) presence of <br />representatives in the State that solicit sales or <br />transact business on behalf of the vendor; and (c) <br />systematic exploitation of the market by media- <br />assisted, media-facilitated, ormedia-solicited means. <br />The Contractor certifies that it and all of its affiliates <br />(if any) collect all required taxes. <br />Severability: In the event that a court of competent <br />jurisdiction holds that a provision or requirement of <br />this contract violates any applicable law, each such <br />provision or requirement shall continue to be enforced <br />to the extent it is not in violation of law or is not <br />otherwise unenforceable and all other provisions and <br />requirements of this contract shall remain in full force <br />and effect. <br />Headings: The Section and Paragraph headings in <br />these General Terms and Conditions are not material <br />parts of the agreement and should not be used to <br />construe the meaning thereof. <br />Time of the Essence: Time is of the essence in the <br />performance of this contract. <br />Key Personnel: The Contractor shall not replace any <br />of the key personnel assigned to the performance of <br />this contract without the prior written approval of the <br />County. The term "key personnel" includes any and <br />all persons identified as such in the contract <br />documents and any other persons subsequently <br />identified as key personnel by the written agreement <br />of the parties. <br />Miscellaneous <br />Choice of Law: The validity of this contract and any <br />of its terms or provisions, as well as the rights and <br />duties of the parties to this contract, are governed by <br />the laws of North Carolina. The Contractor, by <br />signing this contract, agrees and submits, solely for <br />matters concerning this Contract, to the exclusive <br />jurisdiction of the courts of North Carolina and <br />agrees, solely for such purpose, that the exclusive <br />venue for any legal proceedings shall be Wake <br />County, North Carolina. The place of this contract <br />and all transactions and agreements relating to it, and <br />their situs and forum, shall be Wake County, North <br />Carolina, where all matters, whether sounding in <br />contract or tort, relating to the validity, construction, <br />interpretation, and enforcement shall be determined. <br />Amendment: This contract may not be amended <br />orally or by performance. Any amendment must be <br />made in written form and executed by duly authorized <br />representatives of the County and the Contractor. <br />Care of Property: The Contractor agrees that it shall <br />be responsible for the proper custody and care of any <br />property furnished to it for use in connection with the <br />performance of this contract and will reimburse the <br />County for loss of, or damage to, such property. At <br />the termination of this contract, the Contractor shall <br />contact the .County for instructions as to the <br />disposition of such property and shall comply with <br />these instructions. <br />Travel Expenses: Reimbursement to the Contractor <br />for travel mileage, meals, lodging and other travel <br />expenses incurred in the performance of this contract <br />shall not exceed the rates established in County <br />policy. <br />Sales/Use Taz Refunds: If eligible, the Contractor <br />and all subcontractors shall: (a) ask the North <br />Carolina Department of Revenue for a refund of all <br />sales and use taxes paid by them in the performance <br />of this contract, pursuant to G.S. 105-164.14; and (b) <br />exclude all refundable sales .and use taxes from all <br />General Terms and Conditions - (06/04) Page 4 of 5 <br />