2011-311 Aging - CNC Access for in-home health services

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Contract#68-2012 CNC/Access,Inc.d/b/a ResCare HomeCare c. owned by Contractor's employees and Default and Termination used in performance of this contract ("non-owned vehicle insurance"). Non- Termination Without Cause:The County may terminate owned vehicle insurance protects this contract without cause by giving 30 days written employers when employees use their notice to the Contractor. In that event, all finished or personal vehicles for work purposes.Non- unfinished deliverable items prepared by the Contractor owned vehicle insurance supplements,but under this contract shall, at the option of the County, does not replace,the car-owner's liability become its property and the Contractor shall be entitled to insurance. receive just and equitable compensation for any The Contractor is not required to provide and satisfactory work completed on such materials,minus any maintain automobile liability insurance on any payment or compensation previously made. vehicle–owned hired or non-owned—unless the vehicle is used in the performance of this contract. Termination for Cause: If, through any cause, the (d) The insurance coverage minimums specified in Contractor shall fail to fulfill its obligations under this subparagraph(a)are exclusive of defense costs. contract in a timely and proper manner,the County shall (e) The Contractor understands and agrees that the have the right to terminate this contract by giving written insurance coverage minimums specified in notice to the Contractor and specifying the effective date subparagraph (a) are not limits, or caps, on the thereof. In that event,all finished or unfinished deliverable Contractor's liability or obligations under this items prepared by the Contractor under this contract shall, contract. at the option of the County, become its property and the (f) The Contractor may obtain a waiver of any one or Contractor shall be entitled to receive just and equitable more of the requirements in subparagraph(a)by compensation for any satisfactory work completed on such demonstrating that it has insurance that provides materials,minus any payment or compensation previously protection that is equal to or greater than the made. Notwithstanding the foregoing provision, the coverage and limits specified in subparagraph(a). Contractor shall not be relieved of liability to the County The County shall be the sole judge of whether for damages sustained by the County by virtue of the such a waiver should be granted. Contractor's breach of this agreement,and the County may (g) The Contractor may obtain a waiver of any one or withhold any payment due the Contractor for the purpose more of the requirements in paragraph (a) by of setoff until such time as the exact amount of damages demonstrating that it is self-insured and that its due the County from such breach can be determined. In self-insurance provides protection that is equal to case of default by the Contractor, without limiting any or greater than the coverage and limits specified in other remedies for breach available to it,the County may subparagraph (a). The County shall be the sole procure the contract services from other sources and hold judge of whether such a waiver should be granted. the Contractor responsible for any excess cost occasioned (h) Providing and maintaining the types and amounts thereby. The filing of a petition for bankruptcy by the of insurance or self-insurance specified in this Contractor shall be an act of default under this contract. paragraph is a material obligation of the Contractor and is of the essence of this contract. Waiver of Default: Waiver by the County of any default (i) The Contractor shall only obtain insurance from or breach in compliance with the terms of this contract by companies that are authorized to provide such the Provider shall not be deemed a waiver of any coverage and that are authorized by the subsequent default or breach and shall not be construed to Commissioner of Insurance to do business in the be modification of the terms of this contract unless stated State of North Carolina.All such insurance shall to be such in writing, signed by an authorized meet all laws of the State of North Carolina. representative of the County and the Contractor and (j) The Contractor shall comply at all times with all attached to the contract. lawful terms and conditions of its insurance policies and all lawful requirements of its insurer. Availability of Funds: The parties to this contract agree (k) The Contractor shall require its subcontractors to and understand that the payment of the sums specified in comply with the requirements of this paragraph. this contract is dependent and contingent upon and subject (1) The Contractor shall demonstrate its compliance to the appropriation, allocation, and availability of funds with the requirements of this paragraph by for this purpose to the County. submitting certificates of insurance to the County before the Contractor begins work under this Force Majeure: Neither party shall be deemed to be in contract. default of its obligations hereunder if and so long as it is prevented from performing such obligations by any act of General Terms and Conditions—(07/10) Page 2 of 5