|
strikes, civil insurrection, earthquake, hurricane, tornado,
<br />or other catastrophic natural event or act of God.
<br />Survival of Promises: All promises, requirements,
<br />terms, conditions, provisions, representations,
<br />guarantees, and warranties contained herein shall
<br />survive the contract expiration or termination date unless
<br />specifically provided otherwise herein, or unless
<br />superseded by applicable Federal or State statutes of
<br />limitation.
<br />Intellectual Property Rights
<br />Copyrights and Ownership of Deliverables: All
<br />deliverable items produced pursuant to this contract are
<br />the exclusive property of the Division. The Contractor
<br />shall not assert a claim of copyright or other property
<br />interest in such deliverables.
<br />Compliance with Applicable Laws
<br />Compliance with Laws: The Contractor shall comply
<br />with all laws, ordinances, codes, rules, regulations, and
<br />licensing requirements that are applicable to the conduct
<br />of its business, including those of federal, state, and
<br />local agencies having jurisdiction and /or authority.
<br />Equal Employment Opportunity: The Contractor shall
<br />comply with all federal and State laws relating to equal
<br />employment opportunity.
<br />Health Insurance Portability and Accountability Act
<br />( HIPAA): The Contractor agrees that, if the Division
<br />determines that some or all of the activities within the
<br />scope of this contract are subject to the Health
<br />Insurance Portability and Accountability Act of 1996, P.L.
<br />104 -91, as amended ( "HIPAA "), or its implementing
<br />regulations, it will comply with the HIPAA requirements
<br />and will execute such agreements and practices as the
<br />Division may require to ensure compliance.
<br />Executive Order # 24: It is unlawful for any vendor,
<br />contractor, subcontractor or supplier of the state to make
<br />gifts or to give favors to any state employee. For
<br />additional information regarding the specific
<br />requirements and exemptions, contractors are
<br />encouraged to review Executive Order 24 and G.S. Sec.
<br />133 -32.
<br />Confidentiality
<br />Confidentiality: Any information, data, instruments,
<br />documents, studies or reports given to or prepared or
<br />assembled by the Contractor under this agreement shall
<br />be kept as confidential and not divulged or made
<br />available to any individual or organization without the
<br />prior written approval of the Division. The Contractor
<br />acknowledges that in receiving, storing, processing or
<br />otherwise dealing with any confidential information it will
<br />safeguard and not further disclose the information
<br />except as otherwise provided in this contract.
<br />10
<br />Contract Number 00027858 / Page 7 of 33
<br />Oversight
<br />Access to Persons and Records: The State Auditor
<br />shall have access to persons and records as a result of
<br />all contracts or grants entered into by State agencies or
<br />political subdivisions in accordance with General Statute
<br />147 -64.7. Additionally, as the State funding authority,
<br />the Department of Health and Human Services shall
<br />have access to persons and records as a result of all
<br />contracts or grants entered into by State agencies or
<br />political subdivisions.
<br />Record Retention: Records shall not be destroyed,
<br />purged or disposed of without the express written
<br />consent of the Division. State basic records retention
<br />policy requires all grant records to be retained for a
<br />minimum of five years or until all audit exceptions have
<br />been resolved, whichever is longer. If the contract is
<br />subject to Federal policy and regulations, record
<br />retention may be longer than five years since records
<br />must be retained for a period of three years following
<br />submission of the final Federal Financial Status Report,
<br />if applicable, or three years following the submission of a
<br />revised final Federal Financial Status Report. Also, if
<br />any litigation, claim, negotiation, audit, disallowance
<br />action, or other action involving this Contract has been
<br />started before expiration of the five -year retention period
<br />described above, the records must be retained until
<br />completion of the action and resolution of all issues
<br />which arise from it, or until the end of the regular five -
<br />year period described above, whichever is later.
<br />Miscellaneous
<br />Choice of Law: The validity of this contract and any of
<br />its terms or provisions, as well as the rights and duties of
<br />the parties to this contract, are governed by the laws of
<br />North Carolina. The Contractor, by signing this contract,
<br />agrees and submits, solely for matters concerning this
<br />Contract, to the exclusive jurisdiction of the courts of
<br />North Carolina and agrees, solely for such purpose, that
<br />the exclusive venue for any legal proceedings shall be
<br />Wake County, North Carolina. The place of this contract
<br />and all transactions and agreements relating to it, and
<br />their situs and forum, shall be Wake County, North
<br />Carolina, where all matters, whether sounding in
<br />contract or tort, relating to the validity, construction,
<br />interpretation, and enforcement shall be determined.
<br />Amendment: This contract may not be amended orally
<br />or by performance. Any amendment must be made in
<br />written form and executed by duly authorized
<br />representatives of the Division and the Contractor. The
<br />Purchase and Contract Divisions of the NC Department
<br />of Administration and the NC Department of Health and
<br />Human Services shall give prior approval to any
<br />amendment to a contract awarded through those offices.
<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
<br />NCDHHS TC1010 (General Terms and Conditions) (Local Government) (Rev. 10/22/09)
<br />
|