be kept as confidential and not divulged or made
<br />available to any individual or organization without the
<br />prior written approval of the Agency. The Grantee
<br />acknowledges that in receiving, storing, processing or
<br />otherwise dealing with any confidential information it
<br />will safeguard and not further disclose the information
<br />except as otherwise provided in this Contract.
<br />Oversight
<br />Access to Persons and Records: The State Auditor
<br />and the using agency's internal auditors shall have
<br />access to persons and records as a result of all
<br />Contracts or grants entered into by State agencies or
<br />political subdivisions in accordance with General
<br />Statute 147 -64.7 and Session Law 2010 -194, Section
<br />21 (i.e., the State Auditors and internal auditors may
<br />audit the records of the contractor during the term of
<br />the Contract to verify accounts and data affecting fees
<br />or performance).
<br />Record Retention: Records shall not be destroyed,
<br />purged or disposed of without the express written
<br />consent of the Agency. 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 have
<br />been resolved, whichever is longer. If the Contract is
<br />subject to federal policy and regulations, record
<br />retention may be longer than five years since records
<br />must be retained for a period of three years following
<br />submission of the final Federal Financial Status
<br />Report, if applicable, or three years following the
<br />submission of a revised final Federal Financial Status
<br />Report. Also, if any litigation, claim, negotiation, audit,
<br />disallowance action, or other action involving this
<br />Contract has been started before expiration of the five -
<br />year retention period described above, the records
<br />must be retained until completion of the action and
<br />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.
<br />Miscellaneous
<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 Grantee, 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 Wake 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 Wake 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 />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 />Time of the Essence: Time is of the essence in the
<br />performance of this Contract.
<br />Care of Property: The Grantee 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 />Agency for loss of, or damage to, such property. At
<br />the termination of this Contract, the Grantee shall
<br />contact the Agency for instructions as to the
<br />disposition of such property and shall comply with
<br />these instructions.
<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 Agency and the Grantee.
<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
<br />provision or requirement shall continue to be enforced
<br />to the extent it is not in violation of law or is not
<br />otherwise unenforceable and all other provisions and
<br />requirements of this Contract shall remain in full force
<br />and effect.
<br />Travel Expenses: Reimbursement to the Grantee for
<br />travel mileage, meals, lodging and other travel
<br />expenses incurred in the performance of this Contract
<br />shall be reasonable and supported by documentation.
<br />State rates shall be used. International travel shall not
<br />be reimbursed under this Contract.
<br />Sales /Use Tax Refunds: If eligible, the Grantee and
<br />all subgrantees shall: (a) ask the North Carolina
<br />Department of Revenue for a refund of all sales and
<br />use taxes paid by them in the performance of this
<br />Contract, pursuant to G.S. 105 - 164.14; and (b)
<br />exclude all refundable sales and use taxes from all
<br />reportable expenditures before the expenses are
<br />entered in their reimbursement reports.
<br />Advertising: The Grantee shall not use the award of
<br />this Contract as a part of any news release or
<br />commercial advertising.
<br />Allowable Uses of State Funds: Expenditures of
<br />State funds by any grantee shall be in accordance with
<br />the Cost Principles outlined in the Office of
<br />Management and Budget (OMB) Circular A -87. If the
<br />grant funding includes federal sources, the grantee
<br />shall ensure adherence to the cost principles
<br />established by the Federal Office of Management and
<br />Budget. [09 NCAC 03M.020]
<br />NCDA &CS - General Terms and Conditions m Public - Local Governmental Entities
<br />Eff. 912005: Rev. 11111, 8112, 9112, 10112, 8/13
<br />F -7
<br />Attachment number 2
<br />Page 12 of 12
<br />Page 225
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