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General Terms and Conditions – (06/16) Page 4 of 5
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<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.
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<br />Warranties and Certifications
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<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 />
<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.
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<br />E-Verify
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<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.
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<br />Miscellaneous
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<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.
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<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.
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<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 />
<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.
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<br />Time of the Essence: Time is of the essence in the
<br />performance of this contract.
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<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.
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<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 />DocuSign Envelope ID: 113F180E-1B72-48F8-A6EB-7BD2F8A4E76A
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