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General Terms and Conditions – (06/16) Page 4 of 5
<br />access to persons and records as a result of all contracts
<br />or grants entered into by State agencies or political
<br />subdivisions.
<br />
<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
<br />than five years since records must be retained for a period
<br />of 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
<br />and resolution of all issues which arise from it, or until the
<br />end of the regular five-year period described above,
<br />whichever is later. The record retention period for
<br />Temporary Assistance for Needy Families (TANF) and
<br />MEDICAID and Medical Assistance grants and programs
<br />must be retained for a minimum of ten years.
<br />
<br />Warranties and Certifications
<br />
<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
<br />piece of equipment, hardware, firmware, middleware,
<br />custom or commercial software, or internal components,
<br />subroutines, and interfaces therein) that perform any date
<br />and/or time data recognition function, calculation, or
<br />sequencing will support a four digit year format and will
<br />provide accurate date/time data and leap year
<br />calculations. This warranty shall survive the termination
<br />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.
<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 General
<br />Statutes.
<br />
<br />Miscellaneous
<br />
<br />Choice of Law: The validity of this contract and any of
<br />its terms or provisions, as well as the rights and duties of
<br />the parties to this contract, are governed by the laws of
<br />North Carolina. The Contractor, by signing this contract,
<br />agrees and submits, solely for matters concerning this
<br />Contract, to the exclusive jurisdiction of the courts of
<br />North Carolina and agrees, solely for such purpose, that
<br />the exclusive venue for any legal proceedings shall be
<br />Orange County, North Carolina. The place of this contract
<br />and all transactions and agreements relating to it, and their
<br />situs and forum, shall be Orange County, North Carolina,
<br />where all matters, whether sounding in contract or tort,
<br />relating to the validity, construction, interpretation, and
<br />enforcement shall be determined.
<br />
<br />Amendment: This contract may not be amended orally
<br />or by performance. Any amendment must be made in
<br />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 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 />
<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 />
<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 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.
<br />
<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 />DocuSign Envelope ID: BB38BEDA-9531-4D4A-B157-64DAA55ECF82
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