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Contract X68-2001
<br /> Holcomb and C abe, L.L.P.
<br /> expiration of the five-year retention period described Severability: In the event that a court of competent
<br /> above,the records must be retained until completion of the jurisdiction holds that a provision o:- requirement of this
<br /> action and resolution of all issues which arise from it, or contract violates any applicable law, each such provision
<br /> until the end of the regular five-year period described or requirement shall continue to be enforced to the extent it
<br /> above, whichever is later. is not in violation of law or is not otherwise unenforceable
<br /> and all other provisions and requirements of this contract
<br /> Warranties and Certifications shall remain in full force and effect.
<br /> Date and Time Warranty: The Contractor warrants that Headings: The Section and Paragreph headings in these
<br /> the product(s) and service(s) furnished pursuant to this General Terms and Conditions are not material parts of the
<br /> contract("product"includes,without limitation,any piece agreement and should not be used to,;onstrue the meaning
<br /> of equipment,hardware,firmware,middleware,custom or thereof.
<br /> commercial software,or internal components,subroutines,
<br /> and interfaces therein) that perform any date and/or time Time of the Essence: Time is of the essence in the
<br /> data recognition function, calculation, or sequencing will performance of this contract.
<br /> support a four digit year format and will provide accurate
<br /> date/time data and leap year calculations. This warranty Executive Order#24: It is unlawfi.l for any �endor,
<br /> shall survive the termination or expiration of this contract. contractor, subcontractor or supplier of the state to make
<br /> gifts or to give favors to any state employee. For
<br /> Certification Regarding Collection of Taxes: G.S. 143- additional information regarding the specific
<br /> 59.1 bars the Secretary of Administration from entering requirements and exemptions, contractors are
<br /> into contracts with vendors that meet one of the conditions encouraged to review Executive Order 24 and G.S. Sec.
<br /> of G.S. 105-164.8(b)and yet refuse to collect use taxes on 133-32.
<br /> sales of tangible personal property to purchasers in North
<br /> Carolina. The conditions include: (a) maintenance of a Key Personnel: The Contractor shall not replace any of
<br /> retail establishment or office; (b) presence of the key personnel assigned to the performance of this
<br /> representatives in the State that solicit sales or transact contract without the prior written approval of the County.
<br /> business on behalf of the vendor; and (c) systematic The term "key personnel" includes any and all persons
<br /> exploitation of the market by media-assisted, media- identified as such in the contract documents and an,. other
<br /> facilitated, or media-solicited means. The Contractor persons subsequently identified as key personnel by the
<br /> certifies that it and all of its affiliates (if any) collect all written agreement of the parties.
<br /> required taxes.
<br /> Care of Property: The Contractor agrees that it shall be
<br /> Miscellaneous responsible for the proper custody and care of any property
<br /> furnished to it for use in connection with the performance
<br /> Choice of Law: The validity of this contract and any of its of this contract and will reimburse tfie County for loss of,
<br /> terms or provisions,as well as the rights and duties of the or damage to, such property. At tha termination of this
<br /> parties to this contract,are governed by the laws of North contract, the Contractor shall contact the County for
<br /> Carolina. The Contractor,by signing this contract,agrees instructions as to the disposition of such property and shall
<br /> and submits,solely for matters concerning this Contract,to comply with these instructions.
<br /> the exclusive jurisdiction of the courts of North Carolina
<br /> and agrees, solely for such purpose, that the exclusive Travel Expenses: Reimbursement, if provided in this
<br /> venue for any legal proceedings shall be Orange County, Agreement, to the Contractor for travel mileage. meals,
<br /> North Carolina. The place of this contract and all lodging and other travel expenses incurred in the
<br /> transactions and agreements relating to it, and their situs performance of this contract shall not exceed the rates
<br /> and forum,shall be Orange County,North Carolina,where established in County policy.
<br /> all matters,whether sounding in contract or tort,relating to
<br /> the validity,construction, interpretation,and enforcement Sales/Use Tax Refunds: If eligible, the Contractor and all
<br /> shall be determined. subcontractors shall: (a) ask the North Carolina
<br /> Department of Revenue for a refund of all sales and use
<br /> Amendment: This contract may not be amended orally or taxes paid by them in the performance of this contract,
<br /> by performance. Any amendment must be made in written pursuant to G.S. 105-164.14; and (b) exclude all
<br /> form and executed by duly authorized representatives of refundable sales and use taxes from all reportable
<br /> the County and the Contractor. expenditures before the expenses are entered in their
<br /> reimbursement reports.
<br /> General Terms and Conditions—(04/14) Page 4 of 5
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