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made available to any individual or organization Headings: The Section and Paragraph headings in <br /> without the prior written approval of the Agency. The these General Terms and Conditions are not material <br /> Grantee acknowledges that in receiving, storing, parts of the agreement and should not be used to <br /> processing or otherwise dealing with any confidential construe the meaning thereof. <br /> information it will safeguard and not further disclose Time of the Essence: Time is of the essence in the <br /> the information except as otherwise provided in this performance of this Contract. <br /> Contract. <br /> Care of Property: The Grantee agrees that it shall <br /> Oversight be responsible for the proper custody and care of any <br /> property furnished to it for use in connection with the <br /> Access to Persons and Records: The State Auditor performance of this Contract and will reimburse the <br /> and the using agency's internal auditors shall have Agency for loss of, or damage to, such property. At <br /> access to persons and records as a result of all the termination of this Contract, the Grantee shall <br /> Contracts or grants entered into by State agencies or contact the Agency for instructions as to the <br /> political subdivisions in accordance with General disposition of such property and shall comply with <br /> Statute 147-64.7 and Session Law 2010-194, Section these instructions. <br /> 21 (i.e., the State Auditors and internal auditors may <br /> audit the records of the contractor during the term of Amendment: This Contract may not be amended <br /> the Contract to verify accounts and data affecting orally or by performance. Any amendment must be <br /> fees or performance). made in written form and executed by duly authorized <br /> representatives of the Agency and the Grantee. <br /> Record Retention: Records shall not be destroyed, <br /> purged or disposed of without the express written Severability: In the event that a court of competent <br /> consent of the Agency. State basic records retention jurisdiction holds that a provision or requirement of <br /> policy requires all grant records to be retained for a this Contract violates any applicable law, each such <br /> minimum of five years or until all audit exceptions provision or requirement shall continue to be <br /> have been resolved, whichever is longer. If the enforced to the extent it is not in violation of law or is <br /> Contract is subject to federal policy and regulations, not otherwise unenforceable and all other provisions <br /> record retention may be longer than five years since and requirements of this Contract shall remain in full <br /> records must be retained for a period of three years force and effect. <br /> following submission of the final Federal Financial <br /> Status Report, if applicable, or three years following Travel Expenses: Reimbursement to the Grantee <br /> the submission of a revised final Federal Financial for travel mileage, meals, lodging and other travel <br /> Status Report. Also, if any litigation, claim, expenses incurred in the performance of this <br /> negotiation, audit, disallowance action, or other Contract shall be reasonable and supported by <br /> action involving this Contract has been started before documentation. State rates shall be used. <br /> expiration of the five-year retention period described International travel shall not be reimbursed under this <br /> above, the records must be retained until completion Contract. <br /> of the action and resolution of all issues which arise <br /> from it, or until the end of the regular five-year period Sales/Use Tax Refunds: If eligible, the Grantee and <br /> described above,whichever is later. all subgrantees shall: (a) ask the North Carolina <br /> Department of Revenue for a refund of all sales and <br /> Miscellaneous use taxes paid by them in the performance of this <br /> Contract, pursuant to G.S. 105-164.14; and (b) <br /> Choice of Law: The validity of this Contract and any exclude all refundable sales and use taxes from all <br /> of its terms or provisions, as well as the rights and reportable expenditures before the expenses are <br /> duties of the parties to this Contract, are governed by entered in their reimbursement reports. <br /> the laws of North Carolina. The Grantee, by signing <br /> this Contract, agrees and submits, solely for matters Advertising: The Grantee shall not use the award of <br /> concerning this Contract, to the exclusive jurisdiction this Contract as a part of any news release or <br /> of the courts of North Carolina and agrees, solely for commercial advertising. <br /> such purpose, that the exclusive venue for any legal <br /> proceedings shall be Wake County, North Carolina. <br /> The place of this Contract and all transactions and <br /> agreements relating to it, and their situs and forum, <br /> shall be Wake County, North Carolina, where all <br /> matters whether sounding in Contract or tort, relating <br /> to the validity, construction, interpretation, and <br /> enforcement shall be determined. <br /> NCDA&CS-General Terms and Conditions—Public-Local Governmental Entities <br /> Eff.9/2005;Rev. 11/11,8/12,9/12 Page 4 of 11 <br />