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NCDHHS TC1010 (General Terms and Conditions) (Local Government) (Rev. 11.01.15) <br />GENERAL TERMS AND CONDITIONS <br />Relationships of the Parties <br />Independent Contractor: The Contractor is and shall be <br />deemed to be an independent contractor in the <br />performance of this contract and as such shall be wholly <br />responsible for the work to be performed and for the <br />supervision of its employees. The Contractor represents <br />that it has, or shall secure at its own expense, all <br />personnel required in performing the services under this <br />agreement. Such employees shall not be employees of, <br />or have any individual contractual relationship with, the <br />Division. <br />Subcontracting: The Contractor shall not subcontract <br />any of the work contemplated under this contract without <br />prior written approval from the Division. Any approved <br />subcontract shall be subject to all conditions of this <br />contract. Only the subcontractors specified in the contract <br />documents are to be considered approved upon award of <br />the contract. The Division shall not be obligated to pay for <br />any work performed by any unapproved subcontractor. <br />The Contractor shall be responsible for the performance <br />of all of its subcontractors. <br />Assignment: No assignment of the Contractor's <br />obligations or the Contractor's right to receive payment <br />hereunder shall be permitted. However, upon written <br />request approved by the issuing purchasing authority, the <br />State may: (a) Forward the Contractor's payment check <br />directly to any person or entity designated by the <br />Contractor, or (b) Include any person or entity designated <br />by Contractor as a joint payee on the Contractor's <br />payment check. In no event shall such approval and <br />action obligate the State to anyone other than the <br />Contractor and the Contractor shall remain responsible <br />for fulfillment of all contract obligations. <br />Beneficiaries: Except as herein specifically provided <br />otherwise, this contract shall inure to the benefit of and be <br />binding upon the parties hereto and their respective <br />successors. It is expressly understood and agreed that <br />the enforcement of the terms and conditions of this <br />contract, and all rights of action relating to such <br />enforcement, shall be strictly reserved to the Division and <br />the named Contractor. Nothing contained in this <br />document shall give or allow any claim or right of action <br />whatsoever by any other third person. It is the express <br />intention of the Division and Contractor that any such <br />person or entity, other than the Division or the Contractor, <br />receiving services or benefits under this contract shall be <br />deemed an incidental beneficiary only. <br />Indemnity and Insurance <br />Indemnification: The Contractor agrees to indemnify <br />and hold harmless the Division, the State of North <br />Carolina, and any of their officers, agents and employees, <br />from any claims of third parties arising out of any act or <br />omission of the Contractor in connection with the <br />performance of this contract to the extent permitted by <br />law. <br />Default and Termination <br />Termination Without Cause: The Division may <br />terminate this contract without cause by giving 30 days <br />written notice to the Contractor. <br />Termination for Cause: If, through any cause, the <br />Contractor shall fail to fulfill its obligations under this <br />contract in a timely and proper manner, the Division shall <br />have the right to terminate this contract by giving written <br />notice to the Contractor and specifying the effective date <br />thereof. In that event, all finished or unfinished deliverable <br />items prepared by the Contractor under this contract shall, <br />at the option of the Division, become its property and the <br />Contractor shall be entitled to receive just and equitable <br />compensation for any satisfactory work completed on <br />such materials, minus any payment or compensation <br />previously made. Notwithstanding the foregoing <br />provision, the Contractor shall not be relieved of liability to <br />the Division for damages sustained by the Division by <br />virtue of the Contractor’s breach of this agreement, and <br />the Division may withhold any payment due the <br />Contractor for the purpose of setoff until such time as the <br />exact amount of damages due the Division from such <br />breach can be determined. In case of default by the <br />Contractor, without limiting any other remedies for breach <br />available to it, the Division may procure the contract <br />services from other sources and hold the Contractor <br />responsible for any excess cost occasioned thereby. The <br />filing of a petition for bankruptcy by the Contractor shall <br />be an act of default under this contract. <br />Waiver of Default: Waiver by the Division of any default <br />or breach in compliance with the terms of this contract by <br />the Contractor shall not be deemed a waiver of any <br />subsequent default or breach and shall not be construed <br />to be modification of the terms of this contract unless <br />stated to be such in writing, signed by an authorized <br />representative of the Department and the Contractor and <br />attached to the contract. <br />Availability of Funds: The parties to this contract agree <br />and understand that the payment of the sums specified in <br />this contract is dependent and contingent upon and <br />subject to the appropriation, allocation, and availability of <br />funds for this purpose to the Division. <br />Force Majeure: Neither party shall be deemed to be in <br />default of its obligations hereunder if and so long as it is <br />prevented from performing such obligations by any act of <br />war, hostile foreign action, nuclear explosion, riot, strikes, <br />civil insurrection, earthquake, hurricane, tornado, or other <br />catastrophic natural event or act of God. <br />Survival of Promises: All promises, requirements, <br />terms, conditions, provisions, representations, <br />Contract Number 00045595 / Page 7 of 27 <br />DocuSign Envelope ID: 38483A0E-2707-4763-8263-42C2F7C43A91