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DocuSign Envelope ID:5330770B-8F93-4746-9A9E-98B8628F995F
<br /> subcontractors,complies with the requirements ofArticle 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 ofthis 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 ofthe 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 ofthe conditions performance of this contract.
<br /> of G.S. 1 a5-164.8(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. 143-48.5,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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