AG 2008 09 22 - Laserfiche WebLink

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ATTACHMENT A General Terms and Conditions Relationships of the Parties Independent Contractor: Tha Contractor is and shall be deemed to be an independent contractor in the pertomtance of this contract and as such shall be wholly responsible for the work to ba performed and for the supervision of its employees. The Contractor represents that it has, or shall secure at its own expense, all personnel required in performing the services under this agreement. Such employees shall not be employees of, or have any individual contractual relationship with, the Division. Subcontracting: The Contractor shall not subcontract any of the work contemplated under this contract without prior written approval from the Division. Any approved subcontract shall be subject to all conditions of this contract. Only the subcontractors specified in the contract documents are to ba considered approved upon award of the contract. The Division shall rat be obvgated to pay for any work partomted by any unapproved subcontrector. The Contractor shall be responsible for the pertormanoe of aft of its subcontractors. Assignment: No assignment of the .Contractors obligations or ths Contractors right to receive payment hereunder shall be parmitt~l. However, upon written request approved by the issuing purchasing authority, the State may: (a) Forward the Contractors payment check(s) directly to any person or entity designated by the Contractor, or (b) include any person or entity designated by Contractor as a Joint payee on the Contractors payment check(s). to na avant shall such approval and action obligate the State to anyone other than the Contractor and the Contractor shall remain responsible for fulfillment of all contract obligations. 13eneflctaries: Except as herein specifically provided otherwise, this contract shall inure to the benefit of and be binding upon the parties hereto and their respective successors. It is expressly understood and agreed that the enforcement of the terms and conditions of this contract, and all rights of action relating to such enforcement, shall be strictly reserved to the Division and the Hamad Contractor. Nothing contained in this document sha8 give or a0ow any claim or right of action whatsoever by any other third parson. It is the express in#ention of the Division and Contractor that any such person or entity, other than the Division or the Contractor, receiving services or benefits under this contract shall be deemed an incidental beneficiary only. Indemnity and Insurance Indemnification: TheContractaragreestoindemr~fyand hold harmless the Division, the State of North Carolina, and any of their officers, agents and employees, from any claims of third parties arising out of any act or omission of the Contractor in connection with the performance of this contract to the extent permitted by law. Default and Termination Termination Without Cause: The Division maytemtinate this contract without cause by giving 30 days written na>ice to the Contractor. Termination for Cause: if, through any cause, the Contractor shall fail to fulfill its obligations under this contract in a timely and proper manner, the Division shall have the right to terminate this contract by giving written notice to the Contractor and specifying the effective date thereof. !n that event, all finished or unfinished deliverable items prepared by the Contractor under this contract shall, at the option of the Division, become its properly and the Contractor shall be entitled to receive just and equitable compensation for any satisfactory work completed on such materials, minus any payment or compensation previously made. Notwithstanding the foregoing provision, the Contractor shall not be relieved of liability to the Division for damages sustained by the Division by virtue of the Contractors breach of this agreement, and the Division may withhold any payment due the Contractor for the purpose of setoff until such #ima as the exact amount of damages due the Division from such breach can be determined. In case of default by the Contrector, without limiting any other remedies for breach available to it, the Division may procure the contract services from other sources and hold the Contractor responsible far any excess cost occasioned thereby. The tiling of a petition for bankruptcy by the Contractor shall be an act of default under this contract. Waiver of Default: Waiver by the Division of any defauftor breach in compliance with the terms of this contract by the Contractor shall not be deemed a waiver of any subsequent default or breach and shall not be construed to be modification of the terms of this contract unless stated to be such in writing, signed by an authorized representative of the Department and the Contractor and attached to the contract. Availability of Funds: The parties to this contract agree and understand that the payment of the sums specfied in this oontrat~ is dependent and contingent upon and subject to the appropriation, allocation, and availability of fundsfor this purpose to the Division. Force Ma)eure: Neither party shall be deemed to ba in 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, strikes, civil insurrection, earthquake, hurricane, tornado, or other catastrophic natural avant or act of God. DHHS (General Terms and Conditions) (Local Government} (2/g6} Item# 37 P~~ch~m~t~r~~ber 1