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DocuSign Envelope ID:675A1 D41-4B1 6-4980-B798-628F35E22EDB
<br /> access to persons and records as a result of all contracts
<br /> or grants entered into by State agencies or political Pursuant to G.S. 143-48.5, the undersigned hereby
<br /> subdivisions. certifies that the Contractor named below, and the
<br /> Contractor's subcontractors, complies with the
<br /> Record Retention: Records shall not be destroyed, requirements of Article 2 of Chapter 64 of the NC General
<br /> purged or disposed of without the express written consent Statutes.
<br /> of the Division. State basic records retention policy
<br /> requires all grant records to be retained for a minimum of Miscellaneous
<br /> five years or until all audit exceptions have been resolved,
<br /> whichever is longer. If the contract is subject to federal Choice of Law: The validity of this contract and any of
<br /> policy and regulations, record retention may be longer its terms or provisions, as well as the rights and duties of
<br /> than five years since records must be retained for a period the parties to this contract, are governed by the laws of
<br /> of three years following submission of the final Federal North Carolina. The Contractor, by signing this contract,
<br /> Financial Status Report, if applicable, or three years agrees and submits, solely for matters concerning this
<br /> following the submission of a revised final Federal Contract, to the exclusive jurisdiction of the courts of
<br /> Financial Status Report. Also, if any litigation, claim, North Carolina and agrees, solely for such purpose, that
<br /> negotiation, audit, disallowance action, or other action the exclusive venue for any legal proceedings shall be
<br /> involving this Contract has been started before expiration Orange County,North Carolina.The place of this contract
<br /> of the five-year retention period described above, the and all transactions and agreements relating to it,and their
<br /> records must be retained until completion of the action situs and forum, shall be Orange County,North Carolina,
<br /> and resolution of all issues which arise from it,or until the where all matters, whether sounding in contract or tort,
<br /> end of the regular five-year period described above, relating to the validity, construction, interpretation, and
<br /> whichever is later. The record retention period for enforcement shall be determined.
<br /> Temporary Assistance for Needy Families (TANF) and
<br /> MEDICAID and Medical Assistance grants and programs Amendment: This contract may not be amended orally
<br /> must be retained for a minimum of ten years. or by performance. Any amendment must be made in
<br /> written form and executed by duly authorized
<br /> Warranties and Certifications representatives of the County and the Contractor.
<br /> Date and Time Warranty: The Contractor warrants that Severability: In the event that a court of competent
<br /> the product(s) and service(s) furnished pursuant to this jurisdiction holds that a provision or requirement of this
<br /> contract ("product" includes, without limitation, any contract violates any applicable law, each such provision
<br /> piece of equipment, hardware, firmware, middleware, or requirement shall continue to be enforced to the extent
<br /> custom or commercial software, or internal components, it is not in violation of law or is not otherwise
<br /> subroutines, and interfaces therein)that perform any date unenforceable and all other provisions and requirements
<br /> and/or time data recognition function, calculation, or of this contract shall remain in full force and effect.
<br /> sequencing will support a four digit year format and will
<br /> provide accurate date/time data and leap year Headings: The Section and Paragraph headings in these
<br /> calculations. This warranty shall survive the termination General Terms and Conditions are not material parts of
<br /> or expiration of this contract. the agreement and should not be used to construe the
<br /> meaning thereof.
<br /> Certification Regarding Collection of Taxes: G.S. 143-
<br /> 59.1 bars the Secretary of Administration from entering Time of the Essence: Time is of the essence in the
<br /> into contracts with vendors that meet one of the conditions performance of this contract.
<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 Key Personnel: The Contractor shall not replace any of
<br /> Carolina. The conditions include: (a) maintenance of a the key personnel assigned to the performance of this
<br /> retail establishment or office; (b) presence of contract without the prior written approval of the County.
<br /> representatives in the State that solicit sales or transact The term "key personnel" includes any and all persons
<br /> business on behalf of the vendor; and (c) systematic identified as such in the contract documents and any other
<br /> exploitation of the market by media-assisted, media- persons subsequently identified as key personnel by the
<br /> facilitated, or media-solicited means. The Contractor written agreement of the parties.
<br /> certifies that it and all of its affiliates (if any) collect all
<br /> required taxes. Care of Property: The Contractor agrees that it shall be
<br /> responsible for the proper custody and care of any
<br /> E-Verify property furnished to it for use in connection with the
<br /> General Terms and Conditions—(06/16) Page 4 of 5
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