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DocuSign Envelope ID: D37C6C9E-3CC6-4586-B782-34070527DC90 <br /> Equal Employment Opportunity: The Grantee shall Contract, to the exclusive jurisdiction of the courts of <br /> comply with all federal and state laws relating to equal North Carolina and agrees, solely for such purpose, that <br /> employment opportunity. the exclusive venue for any legal proceedings shall be <br /> Wake County, North Carolina. The place of this <br /> Confidentiality Contract and all transactions and agreements relating to <br /> it, and their situs and forum, shall be Wake County, <br /> Confidentiality: Any information, data, instruments, North Carolina, where all matters, whether sounding in <br /> documents, studies or reports given to or prepared or contract or tort, relating to the validity, construction, <br /> assembled by the Grantee under this agreement shall be interpretation, and enforcement shall be determined. <br /> kept as confidential and not divulged or made available <br /> to any individual or organization without the prior Amendment: This Contract may not be amended orally <br /> written approval of the Agency. The Grantee or by performance. Any amendment must be made in <br /> acknowledges that in receiving, storing, processing or written form and executed by duly authorized <br /> otherwise dealing with any confidential information it representatives of the Agency and the Grantee. <br /> will safeguard and not further disclose the information <br /> except as otherwise provided in this Contract. Severability: In the event that a court of competent <br /> jurisdiction holds that a provision or requirement of this <br /> Oversight Contract violates any applicable law, each such <br /> provision or requirement shall continue to be enforced to <br /> Access to Persons and Records: The State Auditor the extent it is not in violation of law or is not otherwise <br /> shall have access to persons and records as a result of all unenforceable and all other provisions and requirements <br /> contracts or grants entered into by State agencies or of this Contract shall remain in full force and effect. <br /> political subdivisions in accordance with NCGS 147- <br /> 64.7. Additionally, as the State funding authority, the Headings: The Section and Paragraph headings in these <br /> Agency and all applicable federal agencies or their General Terms and Conditions are not material parts of <br /> agents shall have access to persons and records as a the agreement and should not be used to construe the <br /> result of all contracts or grants entered into by State meaning thereof. <br /> ?encies or political subdivisions. <br /> Time of the Essence: Time is of the essence in the <br /> Record Retention: Records shall not be destroyed, performance of this Contract. <br /> purged or disposed of without the express written <br /> consent of the Agency. State basic records retention Key Personnel: The Contractor shall not replace any of <br /> policy requires all grant records to be retained for a the key personnel assigned to the performance of this <br /> minimum of five years or until all audit exceptions have contract without the prior written approval of the <br /> been resolved, whichever is longer. If the contract is Agency. The term "key personnel" includes any and all <br /> subject to federal policy and regulations,record retention persons identified as such in the contract documents and <br /> may be longer than five years since records must be any other persons subsequently identified as key <br /> retained for a period of three years following submission personnel by the written agreement of the parties. <br /> of the final Federal Financial Status Report, if <br /> applicable, or three years following the submission of a Care of Property: The Grantee agrees that it shall be <br /> revised final Federal Financial Status Report. Also, if responsible for the proper custody and care of any <br /> any litigation, claim, negotiation, audit, disallowance property furnished to it for use in connection with the <br /> action, or other action involving this Contract has been performance of this Contract and will reimburse the <br /> started before expiration of the five-year retention period Agency for loss of, or damage to, such property. At the <br /> described above, the records must be retained until termination of this Contract, the Grantee shall contact <br /> completion of the action and resolution of all issues the Agency for instructions as to the disposition of such <br /> which arise from it, or until the end of the regular five- property and shall comply with these instructions. <br /> year period described above,whichever is later. <br /> Travel Expenses: Reimbursement to the Grantee for <br /> Miscellaneous travel mileage,meals, lodging and other travel expenses <br /> incurred in the performance of this Contract shall be <br /> Thoice of Law: The validity of this Contract and any of reasonable and supported by documentation. State rates <br /> _is terms or provisions, as well as the rights and duties of should be used as guidelines. International travel shall <br /> the parties to this Contract, are governed by the laws of not be reimbursed under this Contract. <br /> North Carolina. The Grantee, by signing this Contract, <br /> agrees and submits, solely for matters concerning this <br /> Page 8 of 16 <br />