|
Contract No. TJCOG— CBS -004
<br />GENERAL TERMS AND CONDITIONS
<br />ARTICLE 1. APPLICABLE LAW
<br />This Agreement shall be governed by the Laws of the State of North Carolina. Venue shall lie in Orange
<br />County . In addition, the Contractor pledges to abide by and comply with the following requirements:
<br />1. Contract funds shall not be used to supplant existing funding otherwise budgeted or planned for
<br />projects outside of this program whether under local, state or federal law, without the consent of
<br />TJCOG.
<br />2. Matching funds shall be from non - federal funds. Contractor agrees to submit Certification of Non -
<br />Federal Cost Share included in this contract package.
<br />ARTICLE 2. LEGAL RELATIONS
<br />The Contractor shall at all times comply with and observe all federal and state laws and published circulars,
<br />local laws, ordinances, and regulations which are in effect during the period of this Agreement and which in any
<br />manner affect the work or its conduct.
<br />In carrying out any provisions of this Agreement or in exercising any power or authority contracted to the
<br />Contractor thereby, there shall be no personal liability upon TJCOG.
<br />If an audit is required by federal law and if the Contractor is also the recipient of State funds under the same or a
<br />separate contract program, then TJCOG funded programs shall also be included in the scope of the federally
<br />required audit.
<br />The Contractor must submit required certifications included in this contract package, including Certification
<br />Regarding Debarment, Certification Regarding Lobbying, annual Certification of Special Provisions of
<br />Recovery Act, annual Certification Regarding Audit, Certification of Non - Federal Cost Share, and Property
<br />Close -Out Certification.
<br />ARTICLE 3. INDEMNIFICATION
<br />Contractor shall indemnify, hold harmless and, at TJCOG's election, defend TJCOG, its directors, officers,
<br />employees, and agents from and against all losses, costs, claims, penalties, causes of action, damages, liabilities,
<br />fees, and expenses, including, but not limited to, reasonable attorneys' fees, all expenses of litigation and/or
<br />settlement, and court costs, arising from or related to any act or omission of Contractor, its directors, officers,
<br />employees, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this
<br />contract. If any judgment shall be rendered against TJCOG in any such action or actions, the Contractor shall
<br />satisfy and discharge the same without cost or expense to TJCOG. This indemnity shall not apply to claims,
<br />actions, or suits resulting from the negligence of TJCOG or its agents.No section of this Agreement is intended
<br />to create a waiver of the Contractor's rights or privileges as a sovereign entity.
<br />This indemnification shall expressly extend to any losses, costs, claims, penalties, causes of action, damages,
<br />liabilities, fees, and expenses, including, but not limited to, reasonable attorneys' fees, all expenses of litigation
<br />and/or settlement, and court costs, arising from or related to Contractor's failure to timely submit the payroll and
<br />other information as required bythe Davis -Bacon Act or arising from or related to any misrepresentations of the
<br />Contractor on such submissions, on the Statement of Compliance, or on Form WH -347.
<br />This indemnification shall also expressly extend to any losses, costs, claims, penalties, causes of action,
<br />damages, liabilities, fees, and expenses, including, but not limited to, reasonable attorneys' fees, all expenses of
<br />litigation and/or settlement, and court costs, arising from or related to a Special Audit conducted by the Audit
<br />Page 2 of 34
<br />
|