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~l w G ~ V / <br />p{ ~r~ <br />Orange County, NC -Contract #: 00016006 <br />• Relationshi s of the Parties <br />p <br />Attachment A <br />General Terms and Conditions <br />Independent Contractor: The Contractor is and shall be <br />deemed to be an independent contractor in the <br />performance of this contract and as such shall be wholly <br />responsible for the work to be performed and for the <br />supervision of its employees. The Contractor represents <br />that it has, or shall secure at its own expense, all personnel <br />required in performing the services under this agreement. <br />Such employees shall not be employees of, or have any <br />individual contractual relationship with, the Division. <br />Subcontracting: The Contractor shall not subcontract <br />any of the work contemplated under this contract without <br />prior written approval from the Division. Any approved <br />subcontract shall be subject to all conditions of this <br />contract. Only the subcontractors specified in the contract <br />documents are to be considered approved upon award of <br />the contract. The Division shall not be obligated to pay for <br />any work performed by any unapproved subcontractor. <br />The Contractor shall be responsible for the performance of <br />all of its subcontractors. <br />Assignment: No assignment of the Contractor's <br />bligations or the Contractor's right to receive payment <br />~iereunder shall be permitted. However, upon written <br />request approved by the issuing purchasing authority, the <br />State may: <br />(a) Forward the Contractor's payment check(s) <br />directly to any person or entity designated by the <br />Contractor, or <br />(b) Include any person or entity designated by <br />Contractor as a joint payee on the Contractor's <br />payment check(s). <br />In no event shall such approval and action obligate the <br />State to anyone other than the Contractor and the <br />Contractor shall remain responsible, for fulfillment of all <br />contract obligations. <br />Beneficiaries: Except as herein specifically provided <br />otherwise, this contract shall inure to the benefit of and be <br />binding upon the parties hereto and their respective <br />successors. It is expressly understood and agreed that the <br />enforcement of the terms and conditions of this contract, <br />and all rights of action relating to such enforcement, shall <br />be strictly reserved to the Division and the named <br />Contractor. Nothing contained in this document shall give <br />or allow any claim or right of action whatsoever by any <br />other third person. It is the express intention of the Division <br />and Contractor that any such person or entity, other than <br />the Division or the Contractor, receiving services or <br />benefits under this contract shall be deemed an incidental <br />beneficiary only. <br />Indemnity and Insurance <br />Indemnification: The Contractor agrees to indemnify and <br />hold harmless the Division, the State of North Carolina, <br />and any of their officers, agents and employees, from any <br />claims of third parties arising out of any act or omission of <br />the Contractor in connection with the performance of this <br />contract to the extent permitted by law. <br />Default and Termination <br />Termination Without Cause: The Division may terminate <br />this contract without cause by giving 30 days written notice <br />to the Contractor. <br />Termination for Cause: If, through any cause, the <br />Contractor shall fail to fulfill its obligations under this <br />contract in a timely and proper manner, the Division shall <br />have the right to terminate this contract by giving written <br />notice to the Contractor and specifying the effective date <br />thereof. ,In that event, all finished or unfinished deliverable <br />items prepared by the Contractor under this contract shall, <br />at the option of the Division, become its property and the <br />Contractor shall be entitled to receive just and equitable <br />compensation for any satisfactory work completed on such <br />materials, minus any payment or compensation previously <br />made. Notwithstanding the foregoing provision, the <br />Contractor shall not be relieved of liability to the Division <br />for damages sustained by the Division by virtue of the <br />Contractor's breach of this agreement, and the Division <br />may withhold any payment due the Contractor for the <br />purpose of setoff until such time as the exact amount of <br />damages due the Division from such breach can be <br />determined. In case of default by the Contractor, without <br />limiting any other remedies for breach available to it, the <br />Division may procure the contract services from other <br />sources and hold the Contractor responsible for any <br />excess cost occasioned thereby. The filing of a petition for <br />bankruptcy by the Contractor shall be an act of default <br />under this contract. <br />Waiver of Default: Waiver by the Division of any default or <br />breach in compliance with the terms of this contract by the <br />Contractor shall not be deemed a waiver of any <br />subsequent default or breach and shall not be construed to <br />be modification of the terms of this contract unless stated <br />to be such in writing, signed by an authorized <br />representative of the Department and the Contractor and <br />attached to the contract. <br />Availability of Funds: The parties to this contract agree <br />and understand that the payment of the sums specified in <br />this contract is dependent and contingent upon and subject <br />to the appropriation, allocation, and availability of funds for <br />this purpose to the Division. <br />DHHS (General Terms and Conditions) (Local Government) (2/06) Page 1 of 3 <br />