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<br /> Contract#68-2005
<br /> Arcadia Health Services,Inc.
<br /> Warranties and Certifications and all other provisions and requirements of this contract
<br /> shall remain in full force and effect.
<br /> Date and Time Warranty: The Contractor warrants that
<br /> the product(s) and service(s) furnished pursuant to this Headings: The Section and Paragraph headings in these
<br /> contract("product"includes,without limitation,any piece General Terms and Conditions are not material parts ofthe
<br /> of equipment,hardware,firmware,middleware,custom or agreement and should not be used to construe the meaning
<br /> commercial software,or internal components,subroutines, thereof
<br /> and interfaces therein)that perform any date and/or time
<br /> data recognition function,calculation,or sequencing will Time of the Essence: Time is of the essence in the
<br /> support a four digit year format and will provide accurate performance of this contract
<br /> date/time data and leap year calculations. This warranty
<br /> shall survive the termination or expiration of this contract. Executive Order#24:`By Executive Order 24,issued by
<br /> Governor Perdue,and N.C.G.S.§133-32,it is unlawful for
<br /> Certification Regarding Collection of Taxes: G.S. 143- any vendor or contractor(i.e.architect,bidder,contractor,
<br /> 59.1 bats the Secretary of Administration from entering construction manager, design professional, engineer,
<br /> into contracts with vendors that meet one of the conditions landlord, offeror, seller, subcontractor, supplier, or
<br /> of G.S. 105-164.8(b)and yet refuse to collect use taxes on vendor), to make gifts or to give favors to any State
<br /> sales of tangible personal property to purchasers in North employee of the Governor's Cabinet Agencies (i.e.,
<br /> Carolina. The conditions include: (a) maintenance of a Administration,Commerce,Correction,Crime Control and
<br /> retail establishment or office; (b) presence of Public Safety, Cultural Resources, Environment and
<br /> representatives in the State that solicit sales or transact Natural Resources,Health and Human Services,Juvenile
<br /> business on behalf of the vendor; and (c) systematic Justice and Delinquency Prevention, Revenue,
<br /> exploitation of the market by media-assisted, media- Transportation, and the Office of the Governor). This
<br /> facilitated, or media-solicited means. The Contractor prohibition covers those vendors and contractors who have
<br /> certifies that it and all of its affiliates (if any) collect all a contract with a governmental agency;or have performed
<br /> required taxes. under such a contract within the past year; or anticipate
<br /> bidding on such a contract in the future.
<br /> Miscellaneous
<br /> For additional information regarding the specific
<br /> Choice of Law: The validity of this contract and any of its requirements and exemptions,vendors and contractors are
<br /> terms or provisions,as well as the rights and duties of the encouraged to review Executive Order 24 and G.S. Sec.
<br /> parties to this contract,are governed by the laws of North 133-32.
<br /> Carolina.The Contractor,by signing this contract,agrees
<br /> and submits,solely for matters concerning this Contract,to Executive Order 24 also encouraged and invited other
<br /> the exclusive jurisdiction of the courts of North Carolina State Agencies to implement the requirements and
<br /> and agrees, solely for such purpose, that the exclusive prohibitions of the Executive Order to their agencies.
<br /> venue for any legal proceedings shall be Orange County, Vendors and contractors should contact other State
<br /> North Carolina. The place of this contract and all Agencies to determine if those agencies have adopted
<br /> transactions and agreements relating to it, and their situs Executive Order 24."
<br /> and forum,shall be Orange County,North Carolina,where
<br /> all matters,whether sounding in contract or tort,relating to Key Personnel: The Contractor shall not replace any of
<br /> the validity,construction,interpretation,and enforcement the key personnel assigned to the performance of this
<br /> shall be determined. contract without the prior written approval of the County.
<br /> The term "key personnel" includes any and all persons
<br /> Amendment: This contract may not be amended orally or identified as such in the contract documents and any other
<br /> by performance. Any amendment must be made in written persons subsequently identified as key personnel by the
<br /> form and executed by duly authorized representatives of written agreement of the parties.
<br /> the County and the Contractor.
<br /> Care of Property: The Contractor agrees that it shall be
<br /> Severabitity: In the event that a court of competent responsible for the proper custody and care of any property
<br /> jurisdiction holds that a provision or requirement of this furnished to it for use in connection with the performance
<br /> contract violates any applicable law, each such provision of this contract and will reimburse the County for loss of,
<br /> or requirement shall continue to be enforced to the extent it or damage to, such property. At the termination of this
<br /> is not in violation of law or is not otherwise unenforceable contract, the Contractor shall contact the County for
<br /> General Terms and Conditions—(07/10) Page 4 of 5
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