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DocuSign Envelope ID: FC086FC9-5E8F-4ECC-8254-E864FB867443
<br />Compliance with Applicable Laws
<br />Compliance with Laws: The Subrecipient shall comply
<br />with all laws, ordinances, codes, rules, regulations, and
<br />licensing requirements that are applicable to the conduct
<br />of its business, including those of federal, state, and local
<br />agencies having jurisdiction and/or authority.
<br />Equal Employment Opportunity: The Subrecipient
<br />shall comply with all federal and state laws relating to
<br />equal employment opportunity.
<br />Confidentiality
<br />Confidentiality: Any information, data, instruments,
<br />documents, studies or reports given to or prepared or
<br />assembled by the Subrecipient under this agreement
<br />shall be kept as confidential and not divulged or made
<br />available to any individual or organization without the
<br />prior written approval of the Recipient. The Subrecipient
<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 />shall 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 NCGS 147-
<br />64.7. Additionally, as the State funding authority, the
<br />Recipient and all applicable federal agencies or their
<br />agents shall have access to persons and records as a
<br />result of all contracts or grants entered into by State
<br />agencies or political subdivisions.
<br />Record Retention: Records shall not be destroyed,
<br />purged or disposed of without the express written
<br />consent of the Recipient. 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 retention
<br />may be longer than five years since records must be
<br />retained for a period of three years following submission
<br />of the final Federal Financial Status Report, if
<br />applicable, or three years following the submission of a
<br />revised final Federal Financial Status Report. Also, if
<br />any litigation, claim, negotiation, audit, disallowance
<br />action, or other action involving this Contract has been
<br />started before expiration of the five-year retention period
<br />described above, the records must be retained until
<br />completion of the action and resolution of all issues
<br />)9
<br />which arise from it, or until the end of the regular five-
<br />year period described above, whichever is later.
<br />Miscellaneous
<br />Choice of Law: The validity of this Contract and any of
<br />its terms or provisions, as well as the rights and duties of
<br />the parties to this Contract, are governed by the laws of
<br />North Carolina. The Subrecipient, by signing this
<br />Contract, agrees and submits, solely for matters
<br />concerning this Contract, to the exclusive jurisdiction of
<br />the courts of North Carolina and agrees, solely for such
<br />purpose, that the exclusive venue for any legal
<br />proceedings shall be Wake County, North Carolina. The
<br />place of this Contract and all transactions and
<br />agreements relating to it, and their situs and forum, shall
<br />be Wake County, North Carolina, where all matters,
<br />whether sounding in contract or tort, relating to the
<br />validity, construction, interpretation, and enforcement
<br />shall be determined.
<br />Amendment: This Contract may not be amended orally
<br />or by performance. Any amendment must be made in
<br />written form and executed by duly authorized
<br />representatives of the Recipient and the Subrecipient.
<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 to
<br />the extent it is not in violation of law or is not otherwise
<br />unenforceable and all other provisions and requirements
<br />of this Contract 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
<br />the agreement and should not be used to construe the
<br />meaning thereof.
<br />Time of the Essence: Time is of the essence in the
<br />performance of this Contract.
<br />Key Personnel: The Contractor shall not replace any of
<br />the key personnel assigned to the performance of this
<br />contract without the prior written approval of the
<br />Recipient. The term "key personnel" includes any and
<br />all persons identified as such in the contract documents
<br />and any other persons subsequently identified as key
<br />personnel by the written agreement of the parties.
<br />Care of Property: The Subrecipient agrees that it shall
<br />be 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
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