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Contract#68-2010 <br /> TAMM,L.L.C.dba Right at Home—Durham/Chapel Hill <br /> of equipment,hardware,firmware,middleware,custom or agreement and should not be used to construe the meaning <br /> commercial software,or internal components,subroutines, thereof. <br /> and interfaces therein)that perform any date and/or time <br /> data recognition function,calculation,or sequencing will Time of the Essence: Time is of the essence in the <br /> support a four digit year format and will provide accurate performance of this contract. <br /> date/time data and leap year calculations. This warranty <br /> shall survive the termination or expiration of this contract. Executive Order#24: It is unlawful for any vendor, <br /> contractor,subcontractor or supplier of the state to make <br /> Certification Regarding Collection of Taxes: G.S. 143- gifts or to give favors to any state employee. For <br /> 59.1 bars the Secretary of Administration from entering additional information regarding the specific <br /> into contracts with vendors that meet one of the conditions requirements and exemptions,contractors are <br /> of G.S. 105-164.8(b)and yet refuse to collect use taxes on encouraged to review Executive Order 24 and G.S. Sec. <br /> sales of tangible personal property to purchasers in North 133-32. <br /> Carolina. The conditions include: (a) maintenance of a <br /> retail establishment or office; (b) presence of Key Personnel: The Contractor shall not replace any of <br /> representatives in the State that solicit sales or transact the key personnel assigned to the performance of this <br /> business on behalf of the vendor; and (c) systematic contract without the prior written approval of the County. <br /> exploitation of the market by media-assisted, media- The term "key personnel" includes any and all persons <br /> facilitated, or media-solicited means. The Contractor identified as such in the contract documents and any other <br /> certifies that it and all of its affiliates (if any) collect all persons subsequently identified as key personnel by the <br /> required taxes. written agreement of the parties. <br /> Miscellaneous Care of Property: The Contractor agrees that it shall be <br /> responsible for the proper custody and care of any property <br /> Choice of Law: The validity of this contract and any of its furnished to it for use in connection with the performance <br /> terms or provisions,as well as the rights and duties of the of this contract and will reimburse the County for loss of, <br /> parties to this contract,are governed by the laws of North or damage to, such property. At the termination of this <br /> Carolina. The Contractor,by signing this contract,agrees contract, the Contractor shall contact the County for <br /> and submits,solely for matters concerning this Contract,to instructions as to the disposition of such property and shall <br /> the exclusive jurisdiction of the courts of North Carolina comply with these instructions. <br /> and agrees, solely for such purpose, that the exclusive <br /> venue for any legal proceedings shall be Orange County, Travel Expenses: Reimbursement, if provided in this <br /> North Carolina. The place of this contract and all Agreement, to the Contractor for travel mileage, meals, <br /> transactions and agreements relating to it, and their situs lodging and other travel expenses incurred in the <br /> and forum,shall be Orange County,North Carolina,where performance of this contract shall not exceed the rates <br /> all matters,whether sounding in contract or tort,relating to established in County policy. <br /> the validity,construction,interpretation,and enforcement <br /> shall be determined. Sales/Use Tax Refunds: If eligible,the Contractor and all <br /> subcontractors shall: (a) ask the North Carolina <br /> Amendment: This contract may not be amended orally or Department of Revenue for a refund of all sales and use <br /> by performance. Any amendment must be made in written taxes paid by them in the performance of this contract, <br /> form and executed by duly authorized representatives of pursuant to G.S. 105-164.14; and (b) exclude all <br /> the County and the Contractor. refundable sales and use taxes from all reportable <br /> expenditures before the expenses are entered in their <br /> Severability: In the event that a court of competent reimbursement reports. <br /> jurisdiction holds that a provision or requirement of this <br /> contract violates any applicable law,each such provision Advertising: The Contractor shall not use the award of <br /> or requirement shall continue to be enforced to the extent it this contract as a part of any news release or commercial <br /> is not in violation of law or is not otherwise unenforceable advertising. <br /> and all other provisions and requirements of this contract <br /> shall remain in full force and effect. Orange County Living Wage: Orange County is <br /> committed to providing its employees with a living wage <br /> Headings: The Section and Paragraph headings in these and encourages agencies to which it provides funding to <br /> General Terms and Conditions are not material parts of the pursue the same goal. The County's living wage hourly <br /> standard, as adopted by the Orange County Board of <br /> General Terms and Conditions—(07/10) Page 4 of 5 <br />