2015-341-E DSS - Personalized Patient Home Assistance, Inc. to provide employees to perform in-home services for OC DSS clients $75,000

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DocuSign Envelope ID: 1582AE24-D793-4A66-9311-4472000BOEC3 Contract 968-2004 Personalized Patient Home Assistance,Inc. (c) Owned by Contractor's employees and Transportation of Clients by Contractor:The contractor used in performance of this contract("non- will maintain Insurance requirements if required as noted owned vehicle insurance"). Non-owned under Article 7 Rule R2-36 of the North Carolina Utilities vehicle insurance protects employers when Commission. employees use their personal vehicles for work purposes. Non-owned vehicle Default and Termination insurance supplements, but does not replace,the car-owner's liability insurance. Termination Without Cause: The County may terminate this contract without cause by giving 30 days written The Contractor is not required to provide and maintain notice to the Contractor, automobile liability insurance on any vehicle—owned, hired, or non-owned --unless the vehicle is used in the Termination for Cause: If, through any cause, the performance of this contract. Contractor shall fail to fulfill its obligations under this (d) The insurance coverage minimums specified in contract in a timely and proper manner,the County shall subparagraph(a)are exclusive of defense costs. have the right to terminate this contract by giving written (e) The Contractor understands and agrees that the notice to the Contractor and specifying the effective date insurance coverage minimums specified in thereof. In that event,all finished or unfinished deliverable subparagraph (a) are not limits, or caps, on the items prepared by the Contractor under this contract shall, Contractor's liability or obligations under this contract. at the option of the County, become its property and the (f) The Contractor may obtain a waiver of any one or more Contractor shall be entitled to receive just and equitable 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 coverage made. Notwithstanding the foregoing provision, the and limits specified in subparagraph (a). The County Contractor shall not be relieved of liability to the County shall be the sole judge of whether such a waiver for damages sustained by the County by virtue of the should be granted. Contractor's breach of this agreement,and the County may (g) The Contractor may obtain a waiver of any one or more withhold any payment due the Contractor for the purpose of the requirements in paragraph(a)by demonstrating of setoff until such time as the exact amount of damages that it is self-insured and that its self-insurance due the County from such breach can be determined. In provides protection that is equal to or greater than the case of default by the Contractor, without limiting any coverage and limits specified in subparagraph(a). The other remedies for breach available to it,the County may County shall be the sole judge of whether such a procure the contract services from other sources and hold waiver should be granted. the Contractor responsible for any excess cost occasioned (h) Providing and maintaining the types and amounts of thereby. The filing of a petition for bankruptcy by the insurance or self-insurance specified in this paragraph Contractor shall be an act of default under this contract. 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 Commissioner subsequent default or breach and shall not be construed to of Insurance to do business in the State of North be modification of the terms of this contract unless stated Carolina.All such insurance shall meet all laws of the to be such in writing, signed by an authorized State of North Carolina. representative of the County and the Contractor and {j) The Contractor shall comply at all times with all lawful attached to the contract. 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 with to the appropriation, allocation, and availability of funds the requirements of this paragraph by submitting for this purpose to the County. certificates of insurance to the County before the Contractor begins work under this contract. Force Majeure: Neither party shall be deemed to be 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, General Terms and Conditions—(06/15) Page 2 of 5