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 superseded by applicable Federal or State statutes of have access to persons and records as a result of all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