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0 <br />ATTACHMENT A <br />GENERAL TERMS AND CONDITIONS <br />Orange County Department of Social Services <br />Relationships of the Parties <br />Independent Contractor: The Contractor is and shall be <br />deemed to be an independent contractor in the performance <br />of this contract and as such shall be wholly responsible for <br />the work to be performed and for the supervision of its <br />employees. The Contractor represents that it has, or shall <br />secure at its own expense, all personnel required in <br />performing the services under this agreement. Such <br />employees shall not be employees of, or have any <br />individual contractual relationship with the County. <br />Subcontracting: The Contractor shall not subcontract any <br />of the work contemplated under this contract without prior <br />written approval from the County. Any approved <br />subcontract shall be subject to all conditions of this <br />contract. Only the subcontractors specified in the contract <br />documents are to be considered approved upon award of <br />the contract. The County shall not be obligated to pay for <br />any work performed by any unapproved subcontractor. <br />The Contractor shall be responsible for the performance of <br />all of its subcontractors. <br />Assignment: No assignment of the Contractor's <br />obligations or the Contractor's right to receive payment <br />hereunder shall be permitted. However, upon written <br />request approved by the issuing purchasing authority, the <br />County may: <br />(a) Forward the Contractor's payment check(s) <br />directly to any person or entity designated by the <br />Contractor, or <br />(b) Include any person or entity designated by <br />Contractor as a joint payee on the Contractor's <br />payment check(s). <br />In no event shall such approval and action obligate the <br />County to anyone other than the Contractor and the <br />Contractor shall remain responsible for fulfillment of all <br />contract 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 the <br />enforcement of the terms and conditions of this contract, <br />and all rights of action relating to such enforcement, shall <br />be strictly reserved to the County and the named <br />Contractor. Nothing contained in this document shall give <br />or allow any claim or right of action whatsoever by any <br />other third person. It is the express intention of the County <br />Contract #68 -2001 <br />Northen Blue, L.L.P. <br />and Contractor that any such person or entity, other than <br />the County or the Contractor, receiving services or benefits <br />under this contract shall be deemed an incidental <br />beneficiary only. <br />Indemnity and Insurance <br />Indemnification: The Contractor agrees to indemnify and <br />hold harmless the County and any of their officers, agents <br />and employees, from any claims of third parties arising out <br />or any act or omission of the Contractor in connection with <br />the performance of this contract. <br />Insurance: During the term of the contract, the Contractor <br />at its sole cost and expense shall provide commercial <br />insurance of such type and with such terms and limits as <br />may be reasonably associated with the contract. As a <br />minimum, the Contractor shall provide and maintain the <br />following coverage and limits: <br />(a) Worker's Compensation - The contractor shall <br />provide and maintain Worker's Compensation <br />Insurance as required by the laws of North <br />Carolina, as well as employer's liability coverage <br />with minimum limits of $500,000.00, covering all <br />of Contractor's employees who are engaged in any <br />work under the contract. If any work is sublet, the <br />Contractor shall require the subcontractor to <br />provide the same coverage for any of his <br />employees engaged in any work under the <br />contract. <br />(b) Commercial General Liability - General <br />Liability Coverage on a Comprehensive Broad <br />Form on an occurrence basis in the minimum <br />amount of $1,000,000.00 Combined Single Limit. <br />(Defense cost shall be in excess of the limit of <br />liability.) <br />(c) Automobile - Automobile Liability Insurance, to <br />include liability coverage, covering all owned, <br />hired and non -owned vehicles used in <br />performance of the contract. The minimum <br />combined single limit shall be $500,000.00 bodily <br />injury and property damage; $500,000.00 <br />uninsured/under insured motorist; and $25,000.00 <br />medical payment. The Contractor shall provide <br />this insurance for all automobiles that are: <br />a. owned by the Contractor and used in the <br />performance of this contract; <br />General Terms and Conditions — (07/10) Page 1 of 5 <br />