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Contract#68-2004
<br /> Personalized Patient Home Assistance,JV4*o
<br /> commercial software,or internal components,subroutines, pC'
<br /> and interfaces therein)that perform any date and/or time Time of the Essence: Time is of the essence in the
<br /> data recognition function, calculation, or sequencing will performance of this contract.
<br /> support a four digit year format and will provide accurate
<br /> date/time data and leap year calculations. This warranty Executive Order#24:`By Executive Order 24,issued by
<br /> shall survive the termination or expiration of this contract. Governor Perdue,and N.C.G.S.§ 133-32,it is unlawful for
<br /> any vendor or contractor(i.e.architect,bidder,contractor,
<br /> Certification Regarding Collection of Taxes: G.S. 143- construction manager, design professional, engineer,
<br /> 59.1 bars the Secretary of Administration from entering landlord, offeror, seller, subcontractor, supplier, or
<br /> into contracts with vendors that meet one of the conditions vendor), to make gifts or to give favors to any State
<br /> of G.S. 105-164.8(b)and yet refuse to collect use taxes on employee of the Governor's Cabinet Agencies (i.e.,
<br /> sales of tangible personal property to purchasers in North Administration,Commerce,Correction,Crime Control and
<br /> Carolina. The conditions include: (a) maintenance of a Public Safety, Cultural Resources, Environment and
<br /> retail establishment or office; (b) presence of Natural Resources,Health and Human Services,Juvenile
<br /> representatives in the State that solicit sales or transact Justice and Delinquency Prevention, Revenue,
<br /> business on behalf of the vendor; and (c) systematic Transportation, and the Office of the Governor). This
<br /> exploitation of the market by media-assisted, media- prohibition covers those vendors and contractors who have
<br /> facilitated, or media-solicited means. The Contractor a contract with a governmental agency;or have performed
<br /> certifies that it and all of its affiliates (if any) collect all under such a contract within the past year; or anticipate
<br /> required taxes. bidding on such a contract in the future.
<br /> Miscellaneous For additional information regarding the specific
<br /> requirements and exemptions,vendors and contractors are
<br /> Choice of Law: The validity of this contract and any of its encouraged to review Executive Order 24 and G.S. Sec.
<br /> terms or provisions,as well as the rights and duties of the 133-32.
<br /> parties to this contract,are governed by the laws of North
<br /> Carolina.The Contractor,by signing this contract,agrees Executive Order 24 also encouraged and invited other
<br /> and submits,solely for matters concerning this Contract,to State Agencies to implement the requirements and
<br /> the exclusive jurisdiction of the courts of North Carolina prohibitions of the Executive Order to their agencies.
<br /> and agrees, solely for such purpose, that the exclusive Vendors and contractors should contact other State
<br /> venue for any legal proceedings shall be Orange County, Agencies to determine if those agencies have adopted
<br /> North Carolina. The place of this contract and all Executive Order 24."
<br /> transactions and agreements relating to it, and their situs
<br /> and forum,shall be Orange County,North Carolina,where Key Personnel: The Contractor shall not replace any of
<br /> all matters,whether sounding in contract or tort,relating to the key personnel assigned to the performance of this
<br /> the validity,construction,interpretation,and enforcement contract without the prior written approval of the County.
<br /> shall be determined. The term "key personnel" includes any and all persons
<br /> identified as such in the contract documents and any other
<br /> Amendment: This contract may not be amended orally or persons subsequently identified as key personnel by the
<br /> by performance. Any amendment must be made in written written agreement of the parties.
<br /> form and executed by duly authorized representatives of
<br /> the County and the Contractor. Care of Property: The Contractor agrees that it shall be
<br /> responsible for the proper custody and care of any property
<br /> Severability: In the event that a court of competent furnished to it for use in connection with the performance
<br /> jurisdiction holds that a provision or requirement of this of this contract and will reimburse the County for loss of,
<br /> contract violates any applicable law, each such provision or damage to, such property. At the termination of this
<br /> or requirement shall continue to be enforced to the extent it contract, the Contractor shall contact the County for
<br /> is not in violation of law or is not otherwise unenforceable instructions as to the disposition of such property and shall
<br /> and all other provisions and requirements of this contract comply with these instructions.
<br /> shall remain in full force and effect.
<br /> Travel Expenses: Reimbursement to the Contractor for
<br /> Headings: The Section and Paragraph headings in these travel mileage, meals, lodging and other travel expenses
<br /> General Terms and Conditions are not material parts of the incurred in the performance of this contract shall not
<br /> agreement and should not be used to construe the meaning exceed the rates established in County policy.
<br /> thereof.
<br /> General Terms and Conditions—(07/10) Page 4 of 5
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