Orange County NC Website
DocuSign Envelope ID: EECFF652- EBBA- 43BD- 91B3- 20B28775BFD8 <br />Record Retention: Records shall not be destroyed, <br />purged or disposed of without the express written consent <br />of the Division. State basic records retention policy <br />requires all grant records to be retained for a minimum of <br />five years or until all audit exceptions have been resolved, <br />whichever is longer. If the contract is subject to federal <br />policy and regulations, record retention may be longer than <br />five years since records must be retained for a period of <br />three years following submission of the final Federal <br />Financial Status Report, if applicable, or three years <br />following the submission of a revised final Federal <br />Financial Status Report. Also, if any litigation, claim, <br />negotiation, audit, disallowance action, or other action <br />involving this Contract has been started before expiration <br />of the five -year retention period described above, the <br />records must be retained until completion of the action and <br />resolution of all issues which arise from it, or until the end <br />of the regular five -year period described above, whichever <br />is later. The record retention period for Temporary <br />Assistance for Needy Families (TANF) and MEDICAID <br />and Medical Assistance grants and programs must be <br />retained for a minimum of ten 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 ofthis 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 ofthe conditions <br />of G.S. 145- 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 />F- Verify <br />Pursuant to G.S. 143 -48.5, the undersigned hereby certifies <br />that the Contractor named below, and the Contractor's <br />subcontractors, complies with the requirements of Article 2 <br />of Chapter 64 of the NC 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 sites <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 ofthe <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 Terns and Conditions — ( 06/16) Page 4 of 5 <br />