Agenda - 01-23-2014 - 6g - Laserfiche WebLink

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7 mtract Number 00029953/Page S of 33 GENERAL.TERMS AND CONDITIONS Relationships of the Parties Indemnification: The Contractor agrees to indemnify and hold harmless the Division, the State of North Independent Contractor: The Contractor is and shall Carolina, 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 as such shall be wholly any act or omission of the Contractor in connection with responsible for the work to be performed and for the the performance of this contract to the extent permitted supervision of its employees. The Contractor represents by law. that it has, or shall secure at its own expense, all personnel required in performing the services under this Default and Termination agreement. Such employees shall not be employees of, or have any individual contractual relationship with, the Termination Without Cause: The Division may Division. terminate this 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: If, through any cause, 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 in a timely and proper manner, the Division shall contract. Only the subcontractors specified in the have the right to terminate this contract by giving written contract documents are to be considered approved upon notice to the Contractor and specifying the effective date award of the contract. The Division shall not be thereof. In that event, 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 shall, at the option of the Division, 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 materials, minus any payment Assignment: No assignment of the Contractor's or compensation previously made. Notwithstanding the obligations or the Contractor's right to receive payment foregoing provision, the Contractor shall not be relieved hereunder shall be permitted. However, upon written of liability to the Division for damages sustained by the request approved by the issuing purchasing authority, Division by virtue of the Contractor's breach of this the State may: agreement, and the Division may withhold any payment (a) Forward the Contractor's payment check(s) due the Contractor for the purpose of setoff until such directly to any person or entity designated by the time as the exact amount of damages due the Division Contractor, or from such breach can be determined. In case of default (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 Division may procure the payment check(s). 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 a petition for bankruptcy by the Contractor shall remain responsible for fulfillment of all Contractor shall be an act of default under this contract. contract obligations. Waiver of Default: Waiver by the Division of any default Beneficiaries: Except as herein specifically provided or breach in compliance with the terms of this contract otherwise, this contract shall inure to the benefit of and by the Contractor shall not be deemed a waiver of any be binding upon the parties hereto and their respective subsequent default or breach and shall not be construed successors. It is expressly understood and agreed that to be modification of the terms of this contract unless the enforcement of the terms and conditions of this stated to be such in writing, signed by an authorized contract, and all rights of action relating to such representative of the Department and the Contractor and enforcement, shall be strictly reserved to the Division attached to the contract. and the named Contractor. Nothing contained in this document shall give or allow any claim or right of action 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 sums 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 to the appropriation, allocation, and Contractor, receiving services or benefits under this availability of funds for this purpose to the Division. contract shall be deemed an incidental 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 war, hostile foreign action, nuclear explosion, riot, NCDHHS TC1010 (General Terms and Conditions) (Local Government) (Rev. 10.15.13)