2013-484 DSS - CNC/Access Inc Dba ResCare Home Care $415,647 In Home Health Services

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Contract#68-2012 CNC/Access,Inc.d/b/a ResCare HomeCare ATTACHMENT A GENERAL TERMS AND CONDITIONS Orange County Department of Social Services and Orange County Department on Aging Relationships of the Parties and Contractor that any such person or entity, other than the County or the Contractor,receiving services or benefits Independent Contractor: The Contractor is and shall be under this contract shall be deemed an incidental deemed to be an independent contractor in the performance beneficiary only. of this contract and as such shall be wholly responsible for the work to be performed and for the supervision of its employees. The Contractor represents that it has, or shall Indemnity and Insurance secure at its own expense, all personnel required in performing the services under this agreement. Such Indemnification: The Contractor agrees to indemnify and employees shall not be employees of, or have any hold harmless the County and any of their officers,agents individual contractual relationship with the County. and employees,from any claims of third parties arising out or any act or omission of the Contractor in connection with Subcontracting: The Contractor shall not subcontract any the performance of this contract. of the work contemplated under this contract without prior written approval from the County. Any approved Insurance: During the term of the contract,the Contractor subcontract shall be subject to all conditions of this at its sole cost and expense shall provide commercial contract.Only the subcontractors specified in the contract insurance of such type and with such terms and limits as documents are to be considered approved upon award of may be reasonably associated with the contract. As a the contract. The County shall not be obligated to pay for minimum, the Contractor shall provide and maintain the any work performed by any unapproved subcontractor. following coverage and limits: The Contractor shall be responsible for the performance of (a) Worker's Compensation - The contractor shall all of its subcontractors. provide and maintain Worker's Compensation Insurance as requi;ed by the laws of North Assignment: No assignment of the Contractor's Carolina,as well as employer's liability coverage obligations or the Contractor's right to receive payment with minimum limits of$500,000.00,covering all hereunder shall be permitted. However, upon written of Contractor's employees who are engaged in any request approved by the issuing purchasing authority,the work under the contract. If any work is sublet,the County may: Contractor shall require the subcontractor to (a) Forward the Contractor's payment check(s) provide the same coverage for any of his directly to any person or entity designated by the employees engaged in any work under the Contractor,or contract. (b) Include any person or entity designated by (b) Commercial General Liability - General Contractor as a joint payee on the Contractor's Liability Coverage on a Comprehensive Broad payment check(s). Form on an occurrence basis in the minimum In no event shall such approval and action obligate the amount of$1,000,000.00 Combined Single Limit. County to anyone other than the Contractor and the (Defense cost shall be in excess of the limit of Contractor shall remain responsible for fulfillment of all liability.) contract obligations. (c)Automobile Liability Insurance: The Contractor shall provide automobile liability insurance with a Beneficiaries: Except as herein specifically provided combined single limit of$500,000.00 for bodily otherwise,this contract shall inure to the benefit of and be injury and property damage; a limit of binding upon the parties hereto and their respective $500,000.00 for uninsured/under insured motorist successors. It is expressly understood and agreed that the coverage; and a limit of$25,000.00 for medical enforcement of the terms and conditions of this contract, payment coverage. The Contractor shall provide and all rights of action relating to such enforcement,shall this insurance for all automobiles that are: be strictly reserved to the County and the named (a) owned by the Contractor and used in the Contractor.Nothing contained in this document shall give performance of this contract; or allow any claim or right of action whatsoever by any (b) hired by the Contractor and used in the other third person.It is the express intention of the County performance of this contract; and General Terms and Conditions-3-28-2013 Page 1 of 5