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Contract#68-2010 <br /> TAMM,L.L.C.dba Right at Home—Durham/Chapel Hill <br /> to this contract ("product" includes, without Severability: In the event that a court of competent <br /> limitation, any piece of equipment, hardware, jurisdiction holds that a provision or requirement of <br /> firmware, middleware, custom or commercial this contract violates any applicable law, each such <br /> software, or internal components, subroutines, and provision or requirement shall continue to be enforced <br /> interfaces therein)that perform any date and/or time to the extent it is not in violation of law or is not <br /> data recognition function, calculation,or sequencing otherwise unenforceable and all other provisions and <br /> will support a four digit year format and will provide requirements of this contract shall remain in full force <br /> accurate date/time data and leap year calculations. and effect. <br /> This warranty shall survive the termination or <br /> expiration of this contract. Headings: The Section and Paragraph headings in <br /> these General Terms and Conditions are not material <br /> Certification Regarding Collection of Taxes: G.S. parts of the agreement and should not be used to <br /> 143-59.1 bars the Secretary of Administration from construe the meaning thereof. <br /> entering into contracts with vendors that meet one of <br /> the conditions of G.S. 105-164.8(b)and yet refuse to Time of the Essence: Time is of the essence in the <br /> collect use taxes on sales of tangible personal performance of this contract. <br /> property to purchasers in North Carolina. The <br /> conditions include: (a) maintenance of a retail Key Personnel: The Contractor shall not replace any <br /> establishment or office; (b) presence of of the key personnel assigned to the performance of <br /> representatives in the State that solicit sales or this contract without the prior written approval of the <br /> transact business on behalf of the vendor; and (c) County. The term "key personnel" includes any and <br /> systematic exploitation of the market by media- all persons identified as such in the contract <br /> assisted,media-facilitated,or media-solicited means. documents and any other persons subsequently <br /> The Contractor certifies that it and all of its affiliates identified as key personnel by the written agreement <br /> (if any)collect all required taxes. of the parties. <br /> Miscellaneous Care of Property: The Contractor agrees that it shall <br /> be responsible for the proper custody and care of any <br /> Choice of Law: The validity of this contract and any property furnished to it for use in connection with the <br /> of its terms or provisions, as well as the rights and performance of this contract and will reimburse the <br /> duties of the parties to this contract, are governed by County for loss of, or damage to, such property. At <br /> the laws of North Carolina. The Contractor, by the termination of this contract, the Contractor shall <br /> signing this contract, agrees and submits, solely for contact the County for instructions as to the <br /> matters concerning this Contract, to the exclusive disposition of such property and shall comply with <br /> jurisdiction of the courts of North Carolina and these instructions. <br /> agrees, solely for such purpose, that the exclusive <br /> venue for any legal proceedings shall be Wake Travel Expenses: Reimbursement to the Contractor <br /> County, North Carolina. The place of this contract for travel mileage, meals, lodging and other travel <br /> and all transactions and agreements relating to it,and expenses incurred in the performance of this contract <br /> their situs and forum, shall be Wake County, North shall not exceed the rates established in County <br /> Carolina, where all matters, whether sounding in policy. <br /> contract or tort,relating to the validity, construction, <br /> interpretation, and enforcement shall be determined. Sales/Use Tax Refunds: If eligible, the Contractor <br /> and all subcontractors shall: (a) ask the North <br /> Amendment: This contract may not be amended Carolina Department of Revenue for a refund of all <br /> orally or by performance. Any amendment must be sales and use taxes paid by them in the performance <br /> made in written form and executed by duly authorized of this contract,pursuant to G.S. 105-164.14;and(b) <br /> representatives of the County and the Contractor. exclude all refundable sales and use taxes from all <br /> General Terms and Conditions—(06/04) Page 4 of 5 <br />