2010-051 DSS - TAMM, LLC dba Right at Home Durham-Chapel Hill - Renewal of Agreements with In-Home Aide Providers

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Contract#68-2010 TAMM,L.L.C.dba Right at Home—Durham/Chapel Hill Form on an occurrence basis in the minimum contract in a timely and proper manner, the County amount of $1,000,000.00 Combined Single shall have the right to terminate this contract by Limit. (Defense cost shall be in excess of the giving written notice to the Contractor and specifying limit of liability.) the effective date thereof. In that event,all finished or (c) Automobile-Automobile Liability Insurance, unfinished deliverable items prepared by the to include liability coverage, covering all Contractor under this contract shall, at the option of owned,hired and non-owned vehicles used in the County, become its property and the Contractor performance of the contract. The minimum shall be entitled to receive just and equitable combined single limit shall be $500,000.00 compensation for any satisfactory work completed on bodily injury and property damage; such materials, minus any payment or compensation $500,000.00 uninsured/under insured previously made. Notwithstanding the foregoing motorist; and$25,000.00 medical payment. provision, the Contractor shall not be relieved of Providing and maintaining adequate insurance liability to the County for damages sustained by the coverage is a material obligation of the Contractor County by virtue of the Contractor's breach of this and is of the essence of this contract. The Contractor agreement, and the County may withhold any may meet its requirements of maintaining specified payment due the Contractor for the purpose of setoff coverage and limits by demonstrating to the County until such time as the exact amount of damages due that there is in force insurance with equivalent the County from such breach can be determined. In coverage and limits that will offer at least the same case of default by the Contractor,without limiting any protection to the County. All such insurance shall other remedies for breach available to it, the County meet all laws of the State of North Carolina. Such may procure the contract services from other sources insurance coverage shall be obtained from companies and hold the Contractor responsible for any excess that are authorized to provide such coverage and that cost occasioned thereby. The filing of a petition for are authorized by the Commissioner of Insurance to bankruptcy by the Contractor shall be an act of default do business in North Carolina. The Contractor shall under this contract. at all times comply with the terms of such insurance policies,and all requirements of the insurer under any Waiver of Default: Waiver by the County of any such insurance policies, except as they may conflict default or breach in compliance with the terms of this with existing North Carolina laws or this contract. contract by the Provider shall not be deemed a waiver The limits of coverage under each insurance policy of any subsequent default or breach and shall not be maintained by the Contractor shall not be interpreted construed to be modification of the terms of this as limiting the contractor's liability and obligations contract unless stated to be such in writing,signed by under the contract. an authorized representative of the County and the Contractor and attached to the contract. Default and Termination Availability of Funds: The parties to this contract Termination Without Cause: The County may agree and understand that the payment of the sums terminate this contract without cause by giving 30 specified in this contract is dependent and contingent days written notice to the Contractor. In that event, upon and subject to the appropriation,allocation,and all finished or unfinished deliverable items prepared availability of funds for this purpose to the County. by the Contractor under this contract shall, at the option of the County, become its property and the Force Majeure:Neither party shall be deemed to be Contractor shall be entitled to receive just and in default of its obligations hereunder if and so long equitable compensation for any satisfactory work as it is prevented from performing such obligations by completed on such materials, minus any payment or any act of war, hostile foreign action, nuclear compensation previously made. explosion,riot,strikes,civil insurrection,earthquake, hurricane,tornado,or other catastrophic natural event Termination for Cause: If, through any cause, the or act of God. Contractor shall fail to fulfill its obligations under this General Terms and Conditions—(06/04) Page 2 of 5