2013-087 Aging - NC Department of Health and Human Services for Caregiver Support $25,000

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Contract Number 0OO285B2/Page Gof19 GENERAL TERMS AND CONDITIONS Relationships of the Parties Indemnification: The Contractor agrees ho nify and hold harmless the Division, the State of North Independent Contractor: The Contractor ioand mhoU CanoUno, and any of their officers, agents and be deemed to be an independent contractor in the employees, from any claims of third parties arising out of performance of this contract and oe such shall bowholly any act or omission of the Contractor in connection with responsible for the work to be padbmmmd and for the the performance of this contract to the extent permitted supervision of its employees. The Contractor represents by law. that it hoo, or shall secure at its own expense, all personnel required in performing the services under this Default and Term/notion agreement. Such employees shall not be employees of, or have any individual contractual relationship with, the Termination Without Cause: The Division may Division. tenninsdethks contract without cause by giving 30 days written notice to the Contractor. Subcontracting: The Contractor shall not subcontract ' any of the work contemplated under this contract without Termination for Cause: |f, through any causa, the prior written approval from the Division. Any approved Contractor shall fail to fulfill its obligations under this subcontract shall be subject to all conditions of this contract ino timely and proper manner, the Division shall contract. Only the subcontractors specified in the have the right bo terminate this contract by giving written contract documents are tobm considered approved upon notice bo the Contractor and specifying the effective date cmvond of the contract. The Division ohoU not be thenaPf. In that ovent, all finished or unfinished obligated to pay for any work performed by any deliverable items prepared by the Contractor under this unapproved subcontractor. The Contractor shall be contract ohaU, at the option of the Divioion, become its responsible for the performance of all of its property and the Contractor shall be entitled to receive subcontractors. just and equitable compensation for any satisfactory work completed on such meberia|a, minus any p t Assignment: No assignment of the Contractor's or compensation previously mode. Notwithstanding the obligations or the Contractor's right to receive payment foregoing provision, the Contractor shall not be relieved hereunder shall be permitted. Howevor, upon written of liability to the Division for damages sustained by the request approved by the issuing purchasing authnrity. Division by virtue of the Contractor's breach of this the State may: agreement, and the Division may withhold any payment (s) Forward the Contractor's payment check(s) due the Contractor for the purpose of setoff until such directly hu any person or entity designated bythe time aa the exact amount of damages due the Division Contnyctor, or from such breach can bedetennined. In case ofdefault (b) Include any person or entity designated by by the Contractor,without limiting any other remedies for Contractor as a joint payee on the Contractor's breach available to it. the Div iokzn may procure the poymantchack(a). contract services from other sources and hold the in no event shall such approval and action obligate the Contractor responsible for any excess cost occasioned State to anyone other than the Contractor and the thereby. The filing of petition for bankruptcy by the Contractor shall remain responsible for fulfillment #fall Contractor shall beon act of default under this contract. contract obligations. Waiver ofDefault: Waiver bythe Division nf,anydefaub Beneficiaries: Except as herein specifically provided or breach in compliance with the terms of this contract othonwioo, this contract ohoU inure bothe benefit ofand by the Contractor shall not be deemed o waiver ofany be binding upon the parties hereto and their respective subsequent default urbreach and oheU not be construed successors. It is expressly understood and agreed that to be modification of the banns of this contract unless the enforcement of the terms and conditions of this abubad to be such in vvhting, signed by an authorized oontmact, and all rights of action relating to such representative of the Department and the Contractor and anfon:emont, oho|| be strictly reserved to the Division attached bo the contract. and the named Contractor. Nothing contained in this document shall give or allow any claim or right ofaction Availability of Funds: The parties to this contract whatsoever by any other third person. It is the express agree and understand that the payment of the sumo intention of the Division and Contractor that any such specified in this contract is dependent and contingent person or entity, other than the Division or the upon and subject hothe approphadon, allocation, and Contnaohor, receiving services orbenafiha under this availability of funds for this purpose to the Division. contract shall be deemed on incidental bsmafioiaryonly. FmrceNYojeomm: Neither party shall be deemed tobein Indemnity and Insurance default of its obligations hereunder if and ap long asitia prevented from performing such obligations by any act of vvor, hostile foreign ocdon, nuclear explosion, hot. NCOHHGTC1O1O (General Terms and Conditions)(Local Government)(Rav 11.15.12)