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_ _ <br />PUBLIC SECTOR CONTRACTS <br />Attachment A <br />General Terms and Conditions <br />Relationships of the Parties <br />Independent Contractor: The Grantee 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 Grantee represents <br />that it has, or shall secure at its own expense, all <br />personnel required in performing the services under this <br />agreement. Such employees shall not be employees of, <br />or have any individual contractual relationship with, the <br />Agency. <br />Subcontracting: The Grantee shall not subcontract any <br />of the work contemplated under this Contract without <br />prior written approval from the Agency. Any approved <br />subcontract shall be subject to all conditions of this <br />Contract. Only the subcontractors or subgrantees <br />specified in the Contract documents are to be <br />considered approved upon award of the Contract. The <br />Agency shall not be obligated to pay for any work <br />performed by any unapproved subcontractor or <br />subgrantee. The Grantee shall be responsible for the <br />performance of all of its subgrantees and shall not be <br />relieved of any of the duties and responsibilities of this <br />Contract. <br />subgrantees: The Grantee has the responsibility to <br />ensure that all subgrantees, if any, provide all <br />information necessary to permit the Grantee to comply <br />with the standards set forth in this Contract. <br />Assignment: No assignment of the Grantee's <br />obligations or the Grantee's right to receive payment <br />hereunder shall be permitted. However, upon written <br />request approved by the issuing purchasing authority, <br />the State may: <br />(a) Forward the Grantee's payment check(s) directly <br />to any person or entity designated by the <br />Grantee, or <br />(b) Include any person or entity designated by <br />Grantee as a joint payee on the Grantee's <br />payment check(s). In no event shall such <br />approval and action obligate the State to anyone <br />other than the Grantee and the Grantee shall <br />remain responsible for fulfillment of all Contract <br />obligations. <br />Beneficiaries: Except as herein specifically provided <br />otherwise, this Contract shall inure to the benefit of and <br />be binding upon the parties hereto and their respective <br />successors. It is expressly understood and agreed that <br />the enforcement of the terms and conditions of this <br />Contract, and all rights of action relating to such <br />enforcement, shall be strictly reserved to the Agency and <br />the named Grantee. Nothing contained in this document <br />shall give or allow any claim or right of action <br />whatsoever by any other third person. It is the express <br />intention of the Agency and Grantee that any such <br />person or entity, other than the Agency or the Grantee, <br />receiving services or benefits under this Contract shall <br />be deemed an incidental beneficiary only. <br />Indemnity <br />Indemnification: The Grantee agrees to indemnify and <br />hold harmless the Agency, the State of North Carolina, <br />and any of their officers, agents and employees, from <br />any claims of third parties arising out of any act or <br />omission of the Grantee in connection with the <br />performance of this Contract to the extent permitted by <br />law. <br />Default and Termination <br />Termination by Mutual Consent: The Parties may <br />terminate this Contract by mutual consent with 60 days <br />notice to the other. party, or as otherwise provided by <br />I aw. <br />Termination for Causer If, through any cause, the <br />Grantee shall fail to fulfill its obligations under this <br />Contract in a timely and proper manner, the Agency <br />shall have the right to terminate this Contract by giving <br />written notice to the Grantee and specifying the effective <br />date thereof. In that event, all finished or unfinished <br />deliverable items prepared by the Grantee under this <br />Contract shall, at the option of the Agency, become its <br />property and the Grantee shall be entitled to receive just <br />and equitable compensation for any satisfactory work <br />completed on such materials, minus. any payment or <br />compensation previously made. Notwithstanding the <br />foregoing provision, the Grantee shall not be relieved of <br />liability to the Agency for damages sustained by the <br />Agency by virtue of the Grantee's breach of this <br />agreement, and the Agency may withhold any payment <br />due the Grantee for the purpose of setoff until such time <br />as the exact amount of damages due the Agency from <br />NGO Form 000962 Grants General Terms and Conditions-Public Sector Entities <br />Eff. 9/2005; Rev 7/07, 12/09, 4/10 NCDA&CS Page 7 of 4 <br />