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General Terms and Conditions – (06/16) Page 4 of 5
<br />Confidentiality: Any information, data, instruments,
<br />documents, studies or reports given to or prepared or
<br />assembled by the Contractor under this agreement
<br />shall be kept as confidential and not divulged or
<br />made available to any individual or organization
<br />without the prior written approval of the County. The
<br />Contractor acknowledges that in receiving, storing,
<br />processing or otherwise dealing with any confidential
<br />information it will safeguard and not further disclose
<br />the information except as otherwise provided in this
<br />contract.
<br />
<br />Oversight
<br />
<br />Access to Persons and Records: The State Auditor
<br />shall have access to persons and records as a result
<br />of all contracts or grants entered into by State
<br />agencies or political subdivisions in accordance with
<br />General Statute 147-64.7. Additionally, as the State
<br />funding authority, the Department of Health and
<br />Human Services shall have access to persons and
<br />records as a result of all contracts or grants entered
<br />into by State agencies or political subdivisions.
<br />
<br /> Record Retention: Records shall not be destroyed,
<br />purged or disposed of without the express written
<br />consent of the Division. State basic records retention
<br />policy requires all grant records to be retained for a
<br />minimum of five years or until all audit exceptions
<br />have been resolved, whichever is longer. If the
<br />contract is subject to federal policy and regulations,
<br />record retention may be longer than five years since
<br />records must be retained for a period of three years
<br />following submission of the final Federal Financial
<br />Status Report, if applicable, or three years following
<br />the submission of a revised final Federal Financial
<br />Status Report. Also, if any litigation, claim,
<br />negotiation, audit, disallowance action, or other action
<br />involving this Contract has been started before
<br />expiration of the five-year retention period described
<br />above, the records must be retained until completion
<br />of the action and resolution of all issues which arise
<br />from it, or until the end of the regular five-year period
<br />described above, whichever is later. The record
<br />retention period for Temporary Assistance for Needy
<br />Families (TANF) and MEDICAID and Medical
<br />Assistance grants and programs must be retained for
<br />a minimum of ten years.
<br />
<br />Warranties and Certifications
<br />
<br />Date and Time Warranty: The Contractor warrants
<br />that the product(s) and service(s) furnished pursuant
<br />to this contract (“product” includes, without limitation,
<br />any piece of equipment, hardware, firmware,
<br />middleware, custom or commercial software, or
<br />internal components, subroutines, and interfaces
<br />therein) that perform any date and/or time data
<br />recognition function, calculation, or sequencing will
<br />support a four digit year format and will provide
<br />accurate date/time data and leap year calculations.
<br />This warranty shall survive the termination or
<br />expiration of this contract.
<br />
<br />Certification Regarding Collection of Taxes: G.S.
<br />143-59.1 bars the Secretary of Administration from
<br />entering into contracts with vendors that meet one of
<br />the conditions of G.S. 105-164.8(b) and yet refuse to
<br />collect use taxes on sales of tangible personal
<br />property to purchasers in North Carolina. The
<br />conditions include: (a) maintenance of a retail
<br />establishment or office; (b) presence of
<br />representatives in the State that solicit sales or
<br />transact business on behalf of the vendor; and (c)
<br />systematic exploitation of the market by media-
<br />assisted, media-facilitated, or media-solicited means.
<br />The Contractor certifies that it and all of its affiliates (if
<br />any) collect all required taxes.
<br />
<br />E-Verify
<br />
<br />Pursuant to G.S. 143-48.5, the undersigned hereby
<br />certifies that the Contractor named below, and the
<br />Contractor’s subcontractors, complies with the
<br />requirements of Article 2 of Chapter 64 of the NC
<br />General Statutes.
<br />
<br />Miscellaneous
<br />
<br />Choice of Law: The validity of this contract and any
<br />of its terms or provisions, as well as the rights and
<br />duties of the parties to this contract, are governed by
<br />the laws of North Carolina. The Contractor, by signing
<br />this contract, agrees and submits, solely for matters
<br />concerning this Contract, to the exclusive jurisdiction
<br />of the courts of North Carolina and agrees, solely for
<br />such purpose, that the exclusive venue for any legal
<br />proceedings shall be Orange County, North Carolina.
<br />The place of this contract and all transactions and
<br />agreements relating to it, and their situs and forum,
<br />shall be Orange County, North Carolina, where all
<br />matters, whether sounding in contract or tort, relating
<br />to the validity, construction, interpretation, and
<br />enforcement shall be determined.
<br />
<br />Amendment: This contract may not be amended
<br />orally or by performance. Any amendment must be
<br />made in written form and executed by duly authorized
<br />representatives of the County and the Contractor.
<br />
<br />Severability: In the event that a court of competent
<br />jurisdiction holds that a provision or requirement of
<br />DocuSign Envelope ID: 80FAA64D-D4E1-4D56-8F3D-32DFBE60990E
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