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P'UBL'IC ,o>a,cara►ar <br />Attachment A <br />General Terms and Conditions <br />Relationships of the Parties <br />Independent Contractor: The Grantee 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 Grantee represents that <br />it has, or shall secure at its own expense, all personnel <br />required in performing the services under this agreement, <br />Such employees shall not be employees of, or have any <br />individual contractual relationship with, the Agency. <br />Subcontracting: The Grantee shall not subcontract any <br />of the work contemplated under this Contract without prior <br />written approval from the Agency. Any approved <br />subcontract shall be subject to all conditions of this <br />Contract. Only the subcontractors or subgrantees <br />specified in the Contract documents are to be considered <br />approved upon award of the Contract. The Agency shall <br />not be obligated to pay for any work performed by any <br />unapproved subcontractor or subgrantee. The Grantee <br />shall be responsible for the performance of all of its <br />subgrantees and shall not be relieved of any of the duties <br />and responsibilities of this Contract. <br />Subgrantees: The Grantee has the responsibility to <br />ensure that all subgrantees, if any, provide all information <br />necessary to permit the Grantee to comply with the <br />standards set forth in this Contract. <br />Assignment: No assignment of the Grantee's obligations <br />or the Grantee's right to receive payment hereunder shall <br />be permitted. However, upon written request approved by <br />the issuing purchasing authority, the State may: <br />(a) Forward the Grantee's payment check(s) directly <br />to any person or entity designated by the <br />Grantee, or <br />(b) Include any person or entity designated by <br />Grantee as a joint payee on the Grantee's <br />payment check(s). In no event shall such <br />approval and action obligate the State to anyone <br />other than the Grantee and the Grantee shall <br />remain responsible for fulfillment of all Contract <br />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 Agency and <br />the named Grantee. Nothing contained in this document <br />shall give or allow any claim or right of action whatsoever <br />by any other third person. It is the express intention of the <br />Agency and Grantee that any such person or entity, other <br />than the Agency or the Grantee, receiving services or <br />benefits under this Contract shall be deemed an incidental <br />beneficiary only. <br />Indemnity <br />Indemnification: The Grantee agrees to indemnify and <br />hold harmless the Agency, the State of North Carolina, <br />and any of their officers, agents and employees, from any <br />claims of third parties arising out of any act or omission of <br />the Grantee in connection with the performance of this <br />Contract to the extent permitted by law. <br />Default and Termination <br />Termination by Mutual Consent: The Parties may <br />terminate this Contract by mutual consent with 60 days <br />notice to the other party, or as otherwise provided by law. <br />Termination for Cause: If, through any cause, the <br />Grantee shall fail to fulfill its obligations under this <br />Contract in a timely and proper manner, the Agency shall <br />have the right to terminate this Contract by giving written <br />notice to the Grantee and specifying the effective date <br />thereof. In that event, all finished or unfinished <br />deliverable items prepared by the Grantee under this <br />Contract shall, at the option of the Agency, become its <br />property and the Grantee shall be entitled to receive just <br />and equitable compensation for any satisfactory work <br />completed on such materials, minus any payment or <br />compensation previously made. Notwithstanding the <br />foregoing provision, the Grantee shall not be relieved of <br />liability to the Agency for damages sustained by the <br />Agency by virtue of the Grantee's breach of this <br />agreement, and the Agency may withhold any payment <br />due the Grantee for the purpose of setoff until such time <br />as the exact amount of damages due the Agency from <br />such breach can be determined. The filing of a petition for <br />bankruptcy by the Grantee shall be an act of default under <br />this Contract. <br />Waiver of Default: Waiver by the Agency of any default <br />or breach in compliance with the terms of this Contract by <br />the Grantee 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 Agency and the Grantee 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 Agency. <br />NCDA &CS (Governmental Contract Cover — ADFP) 07111, 3/12, 6112 <br />Attachmer� u mber 3 <br />F -6 Page 117 <br />