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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 <br />