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BK:00025 PG:0094 <br />Equal Employment Opportunity: The Grantee shall Contract, to the exclusive jurisdiction of the courts of <br />comply with all federal and state laws relating to equal North Carolina and agrees, solely for such purpose, that <br />employment opportunity. the exclusive venue for any legal proceedings shall be <br />Wake County, North Carolina. The place of this <br />Confidentiality Contract and all transactions and agreements relating to <br />t, and their situs and forum, shall be Wake County, <br />Confidentiality: Any information, data, instruments, <br />documents, studies or reports given to or prepared or <br />assembled by the Grantee under this agreement shall be <br />kept as confidential and not divulged or made available <br />to any individual or organization without the prior <br />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 />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 />Agency 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 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 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 />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 Grantee, by signing this Contract, <br />agrees and submits, solely for matters concerning this <br />North Carolina, where all matters, whether sounding in <br />contract or tort, relating to the validity, construction, <br />interpretation, and enforcement 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 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 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 />Agency. The term "key personnel' includes any and all <br />persons identified as such in the contract documents and <br />any other persons subsequently identified as key <br />personnel by the written agreement of the parties. <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 the <br />termination of this Contract, the Grantee shall contact <br />the Agency for instructions as to the disposition of such <br />property and shall comply with these instructions. <br />Travel Expenses: Reimbursement to the Grantee for <br />travel mileage, meals, lodging and other travel expenses <br />incurred in the performance of this Contract shall be <br />reasonable and supported by documentation. State rates <br />should be used as guidelines. International travel shall <br />not be reimbursed under this Contract. <br />Page 8 of 15 <br />