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DocuSign Envelope ID: OE9BD967- OD51- 4EDA- AEF1- 8A444D40332F
<br />grants entered into by State agencies or political
<br />subdivisions.
<br />Record Retention: Records shall not be destroyed, purged
<br />or disposed of without the express written consent of the
<br />Division. State basic records retention policy requires all
<br />grant records to be retained for a minimum of five years or
<br />until all audit exceptions have been resolved, whichever is
<br />longer. If the contract is subject to federal policy and
<br />regulations, record retention may be longer than five years
<br />since records must be retained for a period of three years
<br />following submission of the final Federal Financial Status
<br />Report, if applicable, or three years following the
<br />submission of a revised final Federal Financial Status
<br />Report. Also, if any litigation, claim, negotiation, audit,
<br />disallowance action, or other action involving this Contract
<br />has been started before expiration of the five -year retention
<br />period described above, the records must be retained until
<br />completion of the action and resolution of all issues which
<br />arise from it, or until the end of the regular five -year period
<br />described above, whichever is later. The record retention
<br />period for Temporary Assistance for Needy Families
<br />(TANF) and MEDICAID and Medical Assistance grants
<br />and programs must be retained for a minimum often years.
<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 />E- Verify
<br />Pursuant to G.S. 143 -48.5 and G.S. 147- 33.95(g), the
<br />undersigned hereby certifies that the Contractor named
<br />below, and the Contractor's subcontractors, complies with
<br />the requirements of Article 2 of Chapter 64 of the NC
<br />General Statutes.
<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 situs
<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 />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 />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
<br />persons subsequently identified as key personnel by the
<br />written agreement of the parties.
<br />Care of Property: The Contractor agrees that it shall be
<br />responsible for the proper custody and care of any property
<br />furnished to it for use in connection with the performance
<br />of this contract and will reimburse the County for loss of,
<br />or damage to, such property. At the termination of this
<br />contract, the Contractor shall contact the County for
<br />General Terms and Conditions— (46116) Page 4 of
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