2011-408 DSS - NC Dept. of Health and Human Services Contract

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Attachment A General Terms and Conditions Relationships of the Parties and any of their officers, agents and employees, from any claims of third parties arising out of any act or omission of Independent Contractor: The Contractor is and shall be the Contractor in connection with the performance of this deemed to be an independent contractor in the contract to the extent permitted by law. performance of this contract and as such shall be wholly responsible for the work to be performed and for the Default and Termination supervision of its employees. The Contractor represents that it has,or shall secure at its own expense,all personnel Termination Without Cause: The Division may terminate required in performing the services under this agreement. this contract without cause by giving 30 days written notice Such employees shall not be employees of, or have any to the Contractor, individual contractual relationship with, the Division. Termination for Cause: If, through any cause, the Subcontracting: The Contractor shall not subcontract Contractor shall fail to fulfill its obligations under this any of the work contemplated under this contract without contract in a timely and proper manner, the Division shall prior written approval from the Division. Any approved have the right to terminate this contract by giving written subcontract shall be subject to all conditions of this notice to the Contractor and specifying the effective date contract. Only the subcontractors specified in the contract thereof. In that event,all finished or unfinished deliverable documents are to be considered approved upon award of items prepared by the Contractor under this contract shall, the contract. The Division shall not be obligated to pay for at the option of the Division, become its property and the any work performed by any unapproved subcontractor. Contractor shall be entitled to receive just and equitable The Contractor shall be responsible for the performance of compensation for any satisfactory work completed on such all of its subcontractors. materials,minus any payment or compensation previously made. Notwithstanding the foregoing provision, the Assignment: No assignment of the Contractor's Contractor shall not be relieved of liability to the Division obligations or the Contractor's right to receive payment for damages sustained by the Division by virtue of the hereunder shall be permitted. However, upon written Contractor's breach of this agreement, and the Division request approved by the issuing purchasing authority,the may withhold any payment due the Contractor for the State may: purpose of setoff until such time as the exact amount of (a) Forward the Contractor's payment check(s) . damages due the Division from such breach can be directly to any person or entity designated by the determined. In case of default by the Contractor, without Contractor, or limiting any other remedies for breach available to it, the (b) Include any person or entity designated by Division may procure the contract services from other Contractor as a joint payee on the Contractor's sources and hold the Contractor responsible for any payment check(s). excess cost occasioned thereby. The filing of a petition for In no event shall such approval and action obligate the bankruptcy by the Contractor shall be an act of default State to anyone other than the Contractor and the under this contract. Contractor shall' remain responsible for fulfillment of all contract obligations. Waiver of Default:Waiver by the Division of any default or breach in compliance with the terms of this contract by the Beneficiaries: Except as, herein specifically provided Contractor shall not be deemed a waiver of any otherwise,this contract shall inure to the benefit of and be subsequent default or breach and shall not be construed to binding upon the parties hereto and their respective be modification of the terms of this contract unless stated successors. It is expressly understood and agreed that the to be such in writing, signed by an authorized enforcement of the terms and conditions of this contract, representative of the Department and the Contractor and and all rights of action relating to such enforcement, shall attached to the contract. be strictly reserved to the Division and the named Contractor. Nothing contained in this document shall give or allow any claim or right of action whatsoever by any Availability of Funds: The parties to this contract agree other third person. It is the express intention of the Division and understand that the payment of the sums specified in and Contractor that any such person or entity, other than this contract is dependent and contingent upon and subject the Division or the Contractor, receiving services or to the appropriation,allocation,and availability of funds for benefits under this contract shall be deemed an incidental this purpose to the Division. beneficiary only. Force Majeure: Neither party shall be deemed to be in Indemnity and Insurance default of its obligations hereunder if and so long as it is prevented from performing such obligations by any act of Indemnification: The Contractor agrees to indemnify and war, hostile foreign action, nuclear explosion, riot, strikes, hold harmless the Division, the State of North Carolina, NCDHHS TC1010 (General Terms and Conditions) (Local Government) (Rev. 10/22/09) Page 1 of 3