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General Terms and Conditions – (06/16) Page 5 of 5 <br />this contract violates any applicable law, each such <br />provision or requirement shall continue to be <br />enforced to the extent it is not in violation of law or is <br />not otherwise unenforceable and all other provisions <br />and requirements of this contract shall remain in full <br />force and effect. <br /> <br />Headings: The Section and Paragraph headings in <br />these General Terms and Conditions are not material <br />parts of the agreement and should not be used to <br />construe the meaning thereof. <br /> <br />Time of the Essence: Time is of the essence in the <br />performance of this contract. <br /> <br />Key Personnel: The Contractor shall not replace <br />any of the key personnel assigned to the <br />performance of this contract without the prior written <br />approval of the County. The term “key personnel” <br />includes any and all persons identified as such in the <br />contract documents and any other persons <br />subsequently identified as key personnel by the <br />written agreement of the parties. <br /> <br />Care of Property: The Contractor agrees that it shall <br />be responsible for the proper custody and care of any <br />property furnished to it for use in connection with the <br />performance of this contract and will reimburse the <br />County for loss of, or damage to, such property. At <br />the termination of this contract, the Contractor shall <br />contact the County for instructions as to the <br />disposition of such property and shall comply with <br />these instructions. <br /> <br />Travel Expenses: Reimbursement, if provided in this <br />Agreement, to the Contractor for travel mileage, <br />meals, lodging and other travel expenses incurred in <br />the performance of this contract shall not exceed the <br />rates established in County policy. <br /> <br />Sales/Use Tax Refunds: If eligible, the Contractor <br />and all subcontractors shall: (a) ask the North <br />Carolina Department of Revenue for a refund of all <br />sales and use taxes paid by them in the performance <br />of this contract, pursuant to G.S. 105-164.14; and <br />(b) exclude all refundable sales and use taxes from <br />all reportable expenditures before the expenses are <br />entered in their reimbursement reports. <br /> <br />Advertising: The Contractor shall not use the award <br />of this contract as a part of any news release or <br />commercial advertising. <br /> <br />Orange County Living Wage: Orange County is <br />committed to providing its employees with a living <br />wage and encourages agencies to which it provides <br />funding to pursue the same goal. The County’s living <br />wage hourly standard, as adopted by the Orange <br />County Board of County Commissioners annually, <br />can be found in the Orange County Budget <br />Ordinance. To the extent possible, Orange County <br />recommends that the Contractor and all <br />subcontractors provide a living wage, as defined in <br />this section, to their employees. <br /> <br />Signatures: This Agreement together with any <br />amendments or modifications may be executed <br />electronically. All electronic signatures affixed hereto <br />evidence the intent of the Parties to comply with <br />Article 11A and Article 40 of North Carolina General <br />Statute Chapter 66. <br /> <br /> <br />DocuSign Envelope ID: 80FAA64D-D4E1-4D56-8F3D-32DFBE60990E