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Good liealth Services Ine.
<br />Oversight
<br />Access to Persons and Records: The State Auditor shall
<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 all 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 County. The Department of Health and Human
<br />Services' basic records retention policy requires all records
<br />to be retained for a minimum of three years following
<br />completion or termination of the contract. If the contract is
<br />subject to Federai policy and regulations, record retention
<br />will normally be longer than three years since records must
<br />be retained for a period of three years following submission
<br />of the final Federal Financial Status Report, if applicable,
<br />or three years following the submission of a revised final
<br />Federal Financial Status Report. Also, if any litigation,
<br />claim, negotiation, audit, disallowance action, or other
<br />action involving this contract has been started before
<br />expiration of the three year retention period described
<br />above, the records must be retained until completion of the
<br />action and resolution of all issues which arise from it, or
<br />until the end of the regular three year period described
<br />above, whichever is later.
<br />Warranties and Certifications
<br />Miscellaneous
<br />Choice of Law: The validity of this contract and any of its
<br />terms or provisions, as well as the rights and duties of the
<br />parties to this contract, are governed by the laws of North
<br />Carolina. The Contractor, by signing this contract, agrees
<br />and submits, solelyfor matters concerning this Contract, to
<br />the exclusive jurisdiction of the courts of North Carolina
<br />and agrees, solely for such purpose, that the exclusive
<br />venue for any legal proceedings shall be Wake County,
<br />North Carolina. The place of this contract and all
<br />transactions and agreements relating to it, and their situs
<br />and forum, shall be Wake County, North Carolina, where
<br />all matters, whether sounding in contract or tort, relating to
<br />the validity, construction, interpretation, and enforcement
<br />shall be determined.
<br />Amendment: This contract may not be amended orallyor
<br />by pertormance. Any amendment must be made in wrilten
<br />form and executed by duly authorized representatives of
<br />the County and the Contractor.
<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 it
<br />is not in violation of law or is not otherwise unenforceable
<br />and all other provisions and requirements of this contract
<br />shall 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 construe the
<br />meaning thereof.
<br />Date and Time Warranty: The Contractor warrants that
<br />the product(s) and service(s) furnished pursuant to this
<br />contract ("producY' includes, without limitation, anypiece of
<br />equipment, hardware, firmware, middleware, custom or
<br />commercial software, or internal components, subroutines,
<br />and interfaces therein) that perform any date and/or time
<br />data recognition function, calculation, or sequencing will
<br />support a four digit year format and will provide accurate
<br />date/time data and leap year calculations. This warranty
<br />shall survive the termination or expiration of this contract.
<br />Certification Regarding Collection ofTaxes: G.S. 143-
<br />59.1 bars the Secretary of Administration from entering into
<br />contracts with vendors that meet one of the conditions of
<br />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 />F-3
<br />Time of the Essence: Time is of the essence in the
<br />pertormance of this contract.
<br />Key Personnel: The Contractor shall not replace any of
<br />the key personnel assigned to the pertormance ot 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 />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 />performance of this contract and will reimburse the Counry
<br />for loss of, or damage to, such property. At the termination
<br />of this contract, the Contractor shall contact the Countyfor
<br />instructions as to the disposition of such property and shall
<br />camply with fhese instructions.
<br />Travel Expenses: Reimbursement to the Coniractor for
<br />travel mileage, meals, lodging and other travel expenses
<br />incurred in the pertormance of this contract shall not
<br />exceed the rates established in County policy.
<br />(Gene21 Terms and Condifions - O6/04) Page 3 of 3
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