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Docusign Envelope ID: 50585F21-A7384303-BD3F-60841076ED5E
<br /> Contract Number 00048145 / Page 6 of 30
<br /> GENERAL TERMS AND CONDITIONS
<br /> Relationships of the Parties Default and Termination
<br /> Independent Contractor: The Grantee is and shall be Termination Without Cause: The Division may
<br /> deemed to be an independent contractor in the terminate this contract without cause by giving 30 days
<br /> performance of this contract and as such shall be wholly written notice to the Grantee.
<br /> responsible for the work to be performed and for the
<br /> supervision of its employees . The Grantee represents that Termination for Cause : If, through any cause, the
<br /> it has , or shall secure at its own expense , all personnel Grantee shall fail to fulfill its obligations under this contract
<br /> required in performing the services under this agreement. in a timely and proper manner, the Division shall have the
<br /> Such employees shall not be employees of, or have any right to terminate this contract by giving written notice to
<br /> individual contractual relationship with , the Division . the Grantee and specifying the effective date thereof. In
<br /> that event, all finished or unfinished deliverable items
<br /> Subcontracting : The Grantee shall not subcontract any prepared by the Grantee under this contract shall , at the
<br /> of the work contemplated under this contract without prior option of the Division , become its property and the
<br /> written approval from the Division . Any approved Grantee shall be entitled to receive just and equitable
<br /> subcontract shall be subject to all conditions of this compensation for any satisfactory work completed on
<br /> contract. Only the subcontractors or subgrantees such materials, minus any payment or compensation
<br /> specified in the contract documents are to be considered previously made . Notwithstanding the foregoing
<br /> approved upon award of the contract. The Division shall provision , the Grantee shall not be relieved of liability to
<br /> not be obligated to pay for any work performed by any the Division for damages sustained by the Division by
<br /> unapproved subcontractors or subgrantees. The Grantee virtue of the Grantee's breach of this agreement, and the
<br /> shall be responsible for the performance of all its Division may withhold any payment due the Grantee for
<br /> subcontractors/subgrantees . the purpose of setoff until such time as the exact amount
<br /> of damages due the Division from such breach can be
<br /> Assignment: No assignment of the Grantee's obligations determined . In case of default by the Grantee, without
<br /> or the Grantee's right to receive payment hereunder shall limiting any other remedies for breach available to it, the
<br /> be permitted . However, upon written request approved by Division may procure the contract services from other
<br /> the issuing purchasing authority, the State may : (a ) sources and hold the Grantee responsible for any excess
<br /> Forward the Grantee's payment check directly to any cost occasioned thereby. The filing of a petition for
<br /> person or entity designated by the Grantee , or (b) Include bankruptcy by the Grantee shall be an act of default under
<br /> any person or entity designated by Grantee as a joint this contract .
<br /> payee on the Grantee's payment check. In no event shall
<br /> such approval and action obligate the State to anyone Waiver of Default : Waiver by the Division of any default
<br /> other than the Grantee and the Grantee shall remain or breach in compliance with the terms of this contract by
<br /> responsible for fulfillment of all contract obligations . the Grantee shall not be deemed a waiver of any
<br /> subsequent default or breach and shall not be construed
<br /> Beneficiaries : Except as herein specifically provided to be modification of the terms of this contract unless
<br /> otherwise, this contract shall inure to the benefit of and be stated to be such in writing , signed by an authorized
<br /> binding upon the parties hereto and their respective representative of the Department and the Grantee and
<br /> successors . It is expressly understood and agreed that attached to the contract.
<br /> the enforcement of the terms and conditions of this
<br /> contract, and all rights of action relating to such Availability of Funds : The parties to this contract agree
<br /> enforcement, shall be strictly reserved to the Division and and understand that the payment of the sums specified in
<br /> the named Grantee . Nothing contained in this document this contract is dependent and contingent upon and
<br /> shall give or allow any claim or right of action whatsoever subject to the appropriation , allocation , and availability of
<br /> by any other third person . It is the express intention of the funds for this purpose to the Division .
<br /> Division and Grantee that any such person or entity, other
<br /> than the Division or the Grantee, receiving services or Force Majeure : Neither party shall be deemed to be in
<br /> benefits under this contract shall be deemed an incidental default of its obligations hereunder if and so long as it is
<br /> beneficiary only. prevented from performing such obligations by any act of
<br /> war, hostile foreign action , nuclear explosion, riot, strikes,
<br /> Indemnity and Insurance civil insurrection , earthquake , hurricane , tomado , or other
<br /> catastrophic natural event or act of God.
<br /> Indemnification : The Grantee agrees to indemnify and
<br /> hold harmless the Division , the State of North Carolina , Survival of Promises : All promises, requirements,
<br /> and any of their officers , agents and employees , from any terms, conditions, provisions, representations,
<br /> claims of third parties arising out of any act or omission of guarantees , and warranties contained herein shall survive
<br /> the Grantee in connection with the performance of this the contract expiration or termination date unless
<br /> contract to the extent permitted by law. specifically provided otherwise herein , or unless
<br /> NCDHHS TC1010 (General Terms and Conditions) ( Local Government) (Rev. 8/24)
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