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11. ENTIRE AGREEMENT: This contract is the en[tre and only agreement of the parties
<br />concerning the subject matter. It supersedes all prior negotiations, understandings, s agreements whether oral s
<br />written, concerning the subject matter.
<br />12. SERVICE PAYMENTS: County agrees to pay to the Contractor for the contracted services the
<br />amount of $28,175 as specifically provided in paragraph number 23 of this contract. This compensation is full and
<br />complete compensation for services rendered under the terms of this contract. The parties agree that all payments
<br />shall be paid to Service Design Associates, Inc., 225 Hillsborough St., Suite 290, Raleigh, N.C. 27603
<br />13. GENERAL: This contract contains its terms and conditions. This contract is also subject to the
<br />provisions of all applicable federal and State laws, regulations, policies, and standards. If in the event there is a
<br />cottflict between a term and condition of Wis contract and federal and Slate law, federal and State law shall prevail.
<br />The Contractor agrees that all DSS case files will be maintained and used solely for the intended purposes
<br />of this contract and safeguarded and their confidentiality maintained as provided in federal law and in N.C. Gen.
<br />Stat. § 108A-80.
<br />14. AMENDMENT: No modification a change of any provision in this contract shall be made, s be
<br />construed to have been made, unless such modification is agreed to in writing by the Contractor and County, and
<br />incorporated into a written amendment to the contract. Except County has the right to require revisions made in
<br />the scope of work necessary to meet new s revised rules, regulations, laws, policies, and standards. County's
<br />Contract Administrator shall make such written requests. Any request made by any other person(s) shall not be
<br />binding as an amendment to the contract s a change in scope of work.
<br />Waiver of any breach of any term a condition of the contract shall not waive any prior or subsequent
<br />breach. No term s condition of this contract shall be held to be waived, modified s deleted except by written
<br />instrument signed by the parties hereto.
<br />15. PLACE OF CONTRACT: It is agreed between the parries hereto that the place of this contract,
<br />its situs and forum, shall be Orange County, North Carolina, and in said County and State shall all matters,
<br />wheWer sounding in contract s tort relating to We validity, construction, interpretation, and enforcement of this
<br />contract be determined.
<br />16. RECORD RETENTION, INSPECTION, AND AUDITS: The Contractor agrees to maintain
<br />fiscal books, records, documents, and other evidence which reflect all duect and indirect costs expended under this
<br />contract. The Contractor shall maintain an accounting system in accordance with generally accepted accounting
<br />principles. The County, State or the federal government shall have the right to inspect such records at its
<br />convenience.
<br />It is understood and agreed by the Contractor that the Contractor shall be liable for any State s federal
<br />audit exceptions and shall return to County all payments made under the contract to which exception has been
<br />taken s which has been disallowed because of such an exception.
<br />The Contractor agrees to the conditions of 45 CFR, Part 74.24(a), (b), and (d) regarding retention and
<br />access requirements relating to all financial and programmatic records, support documents, statistical records, and
<br />other records of this contract. In addition, the Contracts shall agree to the following terms regarding record
<br />retention of contract records and access fs government officials.
<br />Unless County specified in writing a shster period of tone, the Contracts agrees to preserve and make
<br />available all other pertinent books, documents, papers, and recsds of the Contracts involving transactions related
<br />to the contract fs a period of five years from the date of expiration s termination of this contract. Records
<br />involving matters in litigation shall be kept fs one year following the termination of litigation, including all
<br />appeals if the litigation has not terminated within five years.
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