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NCDHHS TC1010 (General Terms and Conditions) (Local Government) (Rev. 11.01.15) <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, <br />to 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 Wake 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 Wake County, North Carolina, where <br />all matters, whether sounding in contract or tort, relating <br />to the validity, construction, interpretation, and <br />enforcement shall be determined. <br />Amendment: This contract may not be amended orally or <br />by performance. Any amendment must be made in <br />written form and executed by duly authorized <br />representatives of the Division and the Contractor. The <br />Purchase and Contract Divisions of the NC Department <br />of Administration and the NC Department of Health and <br />Human Services shall give prior approval to any <br />amendment to a contract awarded through those offices. <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 <br />it is not in violation of law or is not otherwise <br />unenforceable and all other provisions and requirements <br />of this contract 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 of <br />the agreement and should not be used to construe the <br />meaning thereof. <br />Gender and Number: Masculine pronouns shall be read <br />to include feminine pronouns and the singular of any word <br />or phrase shall be read to include the plural and vice <br />versa. <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 Division. <br />The term “key personnel” includes any and all persons <br />identified as such in the contract documents and any <br />other persons subsequently identified as key personnel <br />by the 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 <br />property furnished to it for use in connection with the <br />performance of this contract and will reimburse the <br />Division for loss of, or damage to, such property. At the <br />termination of this contract, the Contractor shall contact <br />the Division for instructions as to the disposition of such <br />property and shall comply with these instructions. <br />Travel Expenses: Reimbursement to the Contractor for <br />travel mileage, meals, lodging and other travel expenses <br />incurred in the performance of this contract shall not <br />exceed the rates published in the applicable State rules <br />or approved local government travel policy. International <br />travel shall not be reimbursed under this contract. <br />Sales/Use Tax Refunds: If eligible, the Contractor and <br />all subcontractors shall: (a) ask the North Carolina <br />Department of Revenue for a refund of all sales and use <br />taxes paid by them in the performance of this contract, <br />pursuant to G.S. 105-164.14; and (b) exclude all <br />refundable sales and use taxes from all reportable <br />expenditures before the expenses are entered in their <br />reimbursement reports. <br />Advertising: The Contractor shall not use the award of <br />this contract as a part of any news release or commercial <br />advertising. <br />Contract Number 00045595 / Page 9 of 27 <br />DocuSign Envelope ID: 38483A0E-2707-4763-8263-42C2F7C43A91