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