Survival of Promises: Ali promises, requirements, temps,
<br />conditions, provisions, representations, guarantees, and
<br />warranties contained herein shall survive the contract
<br />expiration or termination date unless specifically provided
<br />otherwise herein, or unless superseded by applicable
<br />Federal or State statutes of limitation.
<br />Intellectual Property Rights
<br />Copyrights and Ownership of Deilver~tes: All
<br />deliverable items pranced pursuant to this contract are
<br />the exclusive property ~ the Division. The Contractor shall
<br />not assert a claim of copyright or other property interest in
<br />sucfi deliverables.
<br />Compliance with Applicable Laws
<br />Compliance with Laws: The Contrador shall comply with
<br />atl laws, ordinances, codes, rules, regulations, and
<br />licensing requirements that are applicable tothe conduct of
<br />its business, including those of federal, state, and local
<br />agencies having jurisdiction and/or authority.
<br />Equal Employment Opportunity: The Corrector shall
<br />comply with all federal and State laws relating to equal
<br />employment opportunity.
<br />Health insurance Portability and Accountability Act
<br />(HIPAA): The Contrador agrees that, if the Division
<br />determines that some or aN of the adivities within the
<br />scope of this contract are subjed to the Health
<br />Insurance Portability and Accountability Ad of 1986, P.L.
<br />904-91, as amended ("HiPAA°), or its implementing
<br />regulations, it will comply with the HIPAA requirements
<br />and will execute such agr+s~nents and pradices as the
<br />Division may require to ensure compliance.
<br />ConfldentiaNty
<br />Confldentfallty: Any information, data, instruments,
<br />documents, studies or reports given to or prepared or
<br />assembled by the Contractor under this agreement shall
<br />be kept as confidential and sat divulged or made available
<br />to any individual or organization without the prior written
<br />approval of the Division. The Contractoradcnowiedges that
<br />in receiving, storing, processing ar otherwise dealing with
<br />any confidential infonmation it will safeguard artd notfurther
<br />disclose the information exc~t as otherwise provided in
<br />this contract.
<br />Oversight
<br />Access to Persons and Records: The State Auditorshall
<br />have 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 Statute
<br />147-64.7. Additionally, as the State funding authority, the
<br />Department of Health and Human Services shall have
<br />access to persons and records as a result of ail contracts
<br />or grants entered into by State agencies or political
<br />subdivisions.
<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 ar 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 than
<br />five years since records must be retained for a period of
<br />three years fdbwing submission of the final Federal
<br />Finandal 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 adios
<br />irnolving 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 and
<br />resolution of all issues. which arise from it, or urdil the end
<br />of the regularfive-year period described above, whichs~-er
<br />is later.
<br />iMiscellaneous
<br />Choice of Law: The validity of this contrail and any of its
<br />terms or provisions, as well as the rights and dudes of the
<br />parties to this contrail, are governed by the laws of North
<br />Carolina. The Contractor, by signing this contrail, agrees
<br />and submits, soielyfor matters cxu-ceming this Contrail, to
<br />the exclusive jurisdiction of the courts of North Carolina
<br />and agrees, solely for such purpose, that the exclusive
<br />venue far any legal proceedings shall be Wake Courrty,
<br />North Carolina. The place of this contract and all
<br />trar2~actions and agreements relating to it, and their situs
<br />and forum, shall be Wake County, North Carolina, where
<br />alt matters, whether sounding in contrail or tort, relating to
<br />the validity, construction, interpretation, and enforcement
<br />shall be determined.
<br />Amendment This contract may not be amended araily or
<br />by performance. Any amendment must be made in written
<br />form and executed by duly authorized representatives of
<br />the Division and the Contractor. The Purchase and
<br />Contrail Divisions of the NC D~arlment of Administration
<br />and the NC Department of Health and Human Services
<br />shall give prior approval to any amendment to a contract
<br />awarded through those offices.
<br />t3everablllty: 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 tothe extent it
<br />is not in violation of law or is not otherwise unenforceable
<br />and all other provisions and requirements of this contract
<br />shalt 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 the
<br />agreement and should not be used to cons#rue the
<br />meaning thereof.
<br />Time of the Essence: Time is of the essence in the
<br />performance of this contract.
<br />Item# 37
<br />DHHS (General Terms and Conditions) (Local Government) (2/tl6) P~s~~0~ber 1
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