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subcontractors, complies with the requirements of Article 2
<br /> Record Retention : Records shall not be destroyed, of Chapter 64 of the NC General Statutes .
<br /> purged or disposed of without the express written consent
<br /> of the Division . State basic records retention policy Miscellaneous
<br /> requires all grant records to be retained for a minimum of
<br /> five years or until all audit exceptions have been resolved, Choice of Law : The validity of this contract and any of its
<br /> whichever is longer . If the contract is subject to federal terms or provisions, as well as the rights and duties of the
<br /> policy and regulations , record retention may be longer than parties to this contract, are governed by the laws of North
<br /> five years since records must be retained for a period of Carolina . The Contractor, by signing this contract, agrees
<br /> three years following submission of the final Federal and submits, solely for matters concerning this Contract, to
<br /> Financial Status Report, if applicable , or three years the exclusive jurisdiction of the courts of North Carolina
<br /> following the submission of a revised final Federal and agrees , solely for such purpose, that the exclusive
<br /> Financial Status Report . Also , if any litigation, claim, venue for any legal proceedings shall be Orange County,
<br /> negotiation, audit, disallowance action, or other action North Carolina . The place of this contract and all
<br /> involving this Contract has been started before expiration transactions and agreements relating to it, and their situs
<br /> of the five -year retention period described above, the and forum, shall be Orange County, North Carolina, where
<br /> records must be retained until completion of the action and all matters, whether sounding in contract or tort, relating to
<br /> resolution of all issues which arise from it, or until the end the validity, construction, interpretation, and enforcement
<br /> of the regular five-year period described above , whichever shall be determined .
<br /> is later . The record retention period for Temporary
<br /> Assistance for Needy Families (TANF ) and MEDICAID Amendment : This contract may not be amended orally or
<br /> and Medical Assistance grants and programs must be by performance . Any amendment must be made in written
<br /> retained for a minimum of ten years . form and executed by duly authorized representatives of
<br /> the County and the Contractor .
<br /> Warranties and Certifications
<br /> Severability : In the event that a court of competent
<br /> Date and Time Warranty : The Contractor warrants that jurisdiction holds that a provision or requirement of this
<br /> the product( s) and service( s ) furnished pursuant to this contract violates any applicable law, each such provision
<br /> contract ("product" includes, without limitation, any piece or requirement shall continue to be enforced to the extent it
<br /> of equipment, hardware, firmware , middleware , custom or is not in violation of law or is not otherwise unenforceable
<br /> commercial software , or internal components, subroutines, and all other provisions and requirements of this contract
<br /> and interfaces therein) that perform any date and/or time shall remain in full force and effect .
<br /> data recognition function, calculation, or sequencing will
<br /> support a four digit year format and will provide accurate Headings : The Section and Paragraph headings in these
<br /> date/time data and leap year calculations . This warranty General Terms and Conditions are not material parts of the
<br /> shall survive the termination or expiration of this contract . agreement and should not be used to construe the meaning
<br /> thereof.
<br /> Certification Regarding Collection of Taxes : G . S . 143 -
<br /> 59 . 1 bars the Secretary of Administration from entering Time of the Essence : Time is of the essence in the
<br /> into contracts with vendors that meet one of the conditions performance of this contract .
<br /> of G . S . 105464 . 8 (b) and yet refuse to collect use taxes on
<br /> sales of tangible personal property to purchasers in North Key Personnel : The Contractor shall not replace any of
<br /> Carolina . The conditions include : (a) maintenance of a the key personnel assigned to the performance of this
<br /> retail establishment or office ; (b) presence of contract without the prior written approval of the County .
<br /> representatives in the State that solicit sales or transact The term "key personnel" includes any and all persons
<br /> business on behalf of the vendor; and (c) systematic identified as such in the contract documents and any other
<br /> exploitation of the market by media- assisted, media- persons subsequently identified as key personnel by the
<br /> facilitated, or media- solicited means . The Contractor written agreement of the parties .
<br /> certifies that it and all of its affiliates (if any) collect all
<br /> required taxes . Care of Property : The Contractor agrees that it shall be
<br /> responsible for the proper custody and care of any property
<br /> E -Verify furnished to it for use in connection with the performance
<br /> of this contract and will reimburse the County for loss of,
<br /> Pursuant to G . S . 14348 . 5 , the undersigned hereby certifies or damage to , such property. At the termination of this
<br /> that the Contractor named below, and the Contractor ' s contract, the Contractor shall contact the County for
<br /> General Terms and Conditions — (06/ 16) Page 4 of 5
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