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II. ENTIRE AGREEMENT:This contract is the entire and only agreement of the parties
<br /> concerning the subject matter.It supersedes all prior negotiations,understandings,or agreements whether oral or
<br /> written,concerning the subject matter.
<br /> 12. SERVICE PAYMENTS:County agrees to pay to the Contractor for the contracted services the
<br /> amount of $28,175 as specifically provided in paragraph number 23 of this contract.This compensation is full and
<br /> complete compensation for services rendered under the terms of this contract.The parties agree that all payments
<br /> shall be paid to Service Design Associates,Inc.,225 Hillsborough St.,Suite 290,Raleigh,N.C. 27603
<br /> 13. GENERAL:This contract contains its terms and conditions.This contract is also subject to the
<br /> provisions of all applicable federal and State laws,regulations,policies,and standards.If in the event there is a
<br /> conflict between a term and condition of this contract and federal and State law,federal and State law shall prevail.
<br /> The Contractor agrees that all DSS case files will be maintained and used solely for the intended purposes
<br /> of this contract and safeguarded and their confidentiality maintained as provided in federal law and in N.C.Gen.
<br /> Stat. § 108A-80.
<br /> 14. AMENDMENT: No modification or change of any provision in this contract shall be made,or be
<br /> construed to have been made,unless such modification is agreed to in writing by the Contractor and County,and
<br /> incorporated into a written amendment to the contract.Except County has the right to require revisions made in
<br /> the scope of work necessary to meet new or revised rules,regulations,laws,policies,and standards.County's
<br /> Contract Administrator shall make such written requests.Any request made by any other person(s)shall not be
<br /> binding as an amendment to the contract or a change in scope of work.
<br /> Waiver of any breach of any term or condition of the contract shall not waive any prior or subsequent
<br /> breach.No term or condition of this contract shall be held to be waived,modified or deleted except by written
<br /> instrument signed by the parties hereto.
<br /> 15. PLACE OF CONTRACT:It is agreed between the parties hereto that the place of this contract,
<br /> its situs and forum,shall be Orange County,North Carolina,and in said County and State shall all matters,
<br /> whether sounding in contract or tort relating to the validity,construction,interpretation,and enforcement of this
<br /> contract be determined.
<br /> 16. RECORD RETENTION,INSPECTION, AND AUDITS:The Contractor agrees to maintain
<br /> fiscal books,records,documents,and other evidence which reflect all direct and indirect costs expended under this
<br /> contram The Contractor shall maintain an accounting system in accordance with generally accepted accounting
<br /> principles.The County,State or the federal government shall have the right to inspect such records at its
<br /> convenience.
<br /> It is understood and agreed by the Contractor that the Contractor shall be liable for any State or federal
<br /> audit exceptions and shall return to County all payments made under the contract to which exception has been
<br /> taken or which has been disallowed because of such an exception.
<br /> The Contractor agrees to the conditions of 45 CFR,Part 74.24(a),(b),and(d)regarding retention and
<br /> access requirements relating to all financial and programmatic records, support documents,statistical records,and
<br /> other records of this contract.In addition,the Contractor shall agree to the following terms regarding record
<br /> retention of contract records and access for government officials.
<br /> Unless County specified in writing a shorter period of time,the Contractor agrees to preserve and make
<br /> available all other pertinent books,documents,papers,and records of the Contractor involving transactions related
<br /> to the contract for a period of five years from the date of expiration or termination of this contract.Records
<br /> involving matters in litigation shall be kept for one year following the termination of litigation,including all
<br /> appeals if the litigation has not terminated within five years.
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