2021-206-E- NC DEPT OF HEALTH & HUMAN SERVICES-To prevent teen pregency

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DocuSign Envelope ID:502E262B-12B8-4E26-A3B9-A519026ACBC6 Contract Number 00042091 /Page 6 of 26 GENERAL TERMS AND CONDITIONS Relationships of the Parties performance of this contract to the extent permitted by law. Independent Contractor: The Contractor is and shall be deemed to be an independent contractor in the Default and Termination performance of this contract and as such shall be wholly responsible for the work to be performed and for the Termination Without Cause: The Division may supervision of its employees. The Contractor represents terminate this contract without cause by giving 30 days that it has, or shall secure at its own expense, all written notice to the Contractor. personnel required in performing the services under this agreement Such employees shall not be employees of, Termination for Cause: If, through any cause, the or have any individual contractual relationship with, the Contractor shall fail to fulfill its obligations under this Division. contract in a timely and proper manner, the Division shall have the right to terminate this contract by giving written Subcontracting: The Contractor shall not subcontract notice to the Contractor and specifying the effective date any of the work contemplated under this contract without thereof. In that event,all finished or unfinished deliverable prior written approval from the Division. Any approved items prepared by the Contractor under this contract shall, subcontract shall be subject to all conditions of this at the option of the Division, become its property and the contract.Only the subcontractors specified in the contract Contractor shall be entitled to receive just and equitable documents are to be considered approved upon award of compensation for any satisfactory work completed on the contract.The Division shall not be obligated to pay for such materials, minus any payment or compensation any work performed by any unapproved subcontractor. previously made. Notwithstanding the foregoing The Contractor shall be responsible for the performance provision,the Contractor shall not be relieved of liability to of all of its subcontractors. the Division for damages sustained by the Division by virtue of the Contractor's breach of this agreement, and Assignment: No assignment of the Contractor's the Division may withhold any payment due the obligations or the Contractor's right to receive payment Contractor for the purpose of setoff until such time as the hereunder shall be permitted. However, upon written exact amount of damages due the Division from such request approved by the issuing purchasing authority,the breach can be determined. In case of default by the State may: (a) Forward the Contractor's payment check Contractor,without limiting any other remedies for breach directly to any person or entity designated by the available to it, the Division may procure the contract Contractor, or(b) Include any person or entity designated services from other sources and hold the Contractor by Contractor as a joint payee on the Contractor's responsible for any excess cost occasioned thereby.The payment check. In no event shall such approval and filing of a petition for bankruptcy by the Contractor shall action obligate the State to anyone other than the be an act of default under this contract. Contractor and the 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 Beneficiaries: Except as herein specifically provided the 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 binding upon the parties hereto and their respective to be modification of the terms of this contract unless successors. It is expressly understood and agreed that stated to be such in writing, signed by an authorized the enforcement of the terms and conditions of this representative of the Department and the Contractor and contract, and all rights of action relating to such attached to the contract. enforcement,shall be strictly reserved to the Division and the named Contractor. Nothing contained in this Availability of Funds: The parties to this contract agree document shall give or allow any claim or right of action and understand that the payment of the sums specified in whatsoever by any other third person. It is the express this contract is dependent and contingent upon and intention of the Division and Contractor that any such subject to the appropriation, allocation, and availability of person or entity,other than the Division or the Contractor, funds for this purpose to the Division. receiving services or benefits under this contract shall be deemed an incidental beneficiary only. Force Majeure: Neither party shall be deemed to be in default of its obligations hereunder if and so long as it is Indemnity and Insurance prevented from performing such obligations by any act of war, hostile foreign action, nuclear explosion, riot, strikes, Indemnification: The Contractor agrees to indemnify civil insurrection, earthquake, hurricane,tornado,or other and hold harmless the Division, the State of North catastrophic natural event or act of God. Carolina,and any of their officers,agents and employees, from any claims of third parties arising out of any act or Survival of Promises: All promises, requirements, omission of the Contractor in connection with the terms, conditions, provisions, representations, NCDHHS TC1010 (General Terms and Conditions)(Local Government)(Rev. 11.01.15)