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expiration of the five -year retention period described
<br />above, the records must be retained until completion of the
<br />action and resolution of all issues which arise from it, or
<br />until the end of the regular five -year period described
<br />above, whichever is later.
<br />Warranties and Certifications
<br />Date and Time Warranty: The Contractor warrants that
<br />the product(s) and service(s) furnished pursuant to this
<br />contract ( "product" includes, without limitation, any piece
<br />of equipment, hardware, firmware, middleware, custom or
<br />commercial software, or internal components, subroutines,
<br />and interfaces therein) that perform any date and /or time
<br />data recognition function, calculation, or sequencing will
<br />support a four digit year format and will provide accurate
<br />date /time data and leap year calculations. This warranty
<br />shall survive the termination or expiration of this contract.
<br />Certification Regarding Collection of Taxes: G.S. 143-
<br />59.1 bars the Secretary of Administration from entering
<br />into contracts with vendors that meet one of the conditions
<br />of G.S. 105- 164.8(b) and yet refuse to collect use taxes on
<br />sales of tangible personal property to purchasers in North
<br />Carolina. The conditions include: (a) maintenance of a
<br />retail establishment or office; (b) presence of
<br />representatives in the State that solicit sales or transact
<br />business on behalf of the vendor; and (c) systematic
<br />exploitation of the market by media - assisted, media -
<br />facilitated, or media - solicited means. The Contractor
<br />certifies that it and all of its affiliates (if any) collect all
<br />required taxes.
<br />Miscellaneous
<br />Choice of Law: The validity of this contract and any of its
<br />terms or provisions, as well as the rights and duties of the
<br />parties to this contract, are governed by the laws of North
<br />Carolina. The Contractor, by signing this contract, agrees
<br />and submits, solely for matters concerning this Contract, to
<br />the exclusive jurisdiction of the courts of North Carolina
<br />and agrees, solely for such purpose, that the exclusive
<br />venue for any legal proceedings shall be Orange County,
<br />North Carolina. The place of this contract and all
<br />transactions and agreements relating to it, and their sites
<br />and forum, shall be Orange County, North Carolina, where
<br />all matters, whether sounding in contract or tort, relating to
<br />the validity, construction, interpretation, and enforcement
<br />shall be determined.
<br />Amendment: This contract may not be amended orally or
<br />by performance. Any amendment must be made in written
<br />form and executed by duly authorized representatives of
<br />the County and the Contractor.
<br />9
<br />Contract 468 -2001
<br />Holcomb and Cabe, L.L.P.
<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 extent it
<br />is not in violation of law or is not otherwise unenforceable
<br />and all other provisions and requirements of this contract
<br />shall remain in full force and effect.
<br />Headings: The Section and Paragraph headings in these
<br />General Terms and Conditions are not material parts of the
<br />agreement and should not be used to construe the meaning
<br />thereof.
<br />Time of the Essence: Time is of the essence in the
<br />performance of this contract.
<br />Executive Order # 24: `By Executive Order 24, issued
<br />by Governor Perdue, and N.C. G.S.§ 133 -32, it is
<br />unlawful for any vendor or contractor ( i.e. architect,
<br />bidder, contractor, construction manager, design
<br />professional, engineer, landlord, offeror, seller,
<br />subcontractor, supplier, or vendor), to make gifts or to
<br />give favors to any State employee of the Governor's
<br />Cabinet Agencies (i.e., Administration, Commerce,
<br />Correction, Crime Control and Public Safety, Cultural
<br />Resources, Environment and Natural Resources, Health
<br />and Human Services, Juvenile Justice and Delinquency
<br />Prevention, Revenue, Transportation, and the Office of
<br />the Governor). This prohibition covers those vendors
<br />and contractors who have a contract with a governmental
<br />agency; or have performed under such a contract within
<br />the past year; or anticipate bidding on such a contract in
<br />the future.
<br />For additional information regarding the specific
<br />requirements and exemptions, vendors and contractors
<br />are encouraged to review Executive Order 24 and G.S.
<br />Sec. 133 -32.
<br />Executive Order 24 also encouraged and invited other
<br />State Agencies to implement the requirements and
<br />prohibitions of the Executive Order to their agencies.
<br />Vendors and contractors should contact other State
<br />Agencies to determine if those agencies have adopted
<br />Executive Order 24."
<br />Key Personnel: The Contractor shall not replace any of
<br />the key personnel assigned to the performance of this
<br />contract without the prior written approval of the County.
<br />The term "key personnel" includes any and all persons
<br />identified as such in the contract documents and any other
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