2015-365-E DSS - Vantage Care and Staffing to provide employees to perform in-home services to OC DSS clients $415,647

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DocuSign Envelope ID: FCE3F262-3C43-41 B8-BOB7-AE5E9684B477 Contract#68-2021 Vantage Care&Staffing,L.L.C. (c) Owned by Contractor's employees and The contractor will maintain Insurance requirements if used in performance of this contract("non- required as noted under Article 7 Rule R2-36 of the North owned vehicle insurance"). Non-owned Carolina Utilities Commission. vehicle insurance protects employers when employees use their personal vehicles for Default and Termination work purposes. Non-owned vehicle insurance supplements, but does not Termination Without Cause: The County may terminate replace,the car-owner's liability insurance. this contract without cause by giving 30 days written notice to the Contractor. The Contractor is not required to provide and maintain automobile liability insurance on any vehicle—owned, Termination for Cause: If, through any cause, the hired, or non-owned-- unless the vehicle is used in the Contractor shall fail to fulfill its obligations under this performance of this contract. contract in a timely and proper manner, the County shall (d) The insurance coverage minimums specified in have the right to terminate this contract by giving written subparagraph(a)are exclusive of defense costs. notice to the Contractor and specifying the effective date (e) The Contractor understands and agrees that the thereof. In that event,all finished or unfinished deliverable insurance coverage minimums specified in items prepared by the Contractor under this contract shall, subparagraph (a) are not limits, or caps, on the at the option of the County, become its property and the Contractor's liability or obligations under this contract. Contractor shall be entitled to receive just and equitable (f) The Contractor may obtain a waiver of any one or more compensation for any satisfactory work completed on such of the requirements in subparagraph (a) by materials,minus any payment or compensation previously demonstrating that it has insurance that provides made. Notwithstanding the foregoing provision, the protection that is equal to or greater than the coverage Contractor shall not be relieved of liability to the County and limits specified in subparagraph(a). The County for damages sustained by the County by virtue of the shall be the sole judge of whether such a waiver Contractor's breach of this agreement,and the County may should be granted. withhold any payment due the Contractor for the purpose (g) The Contractor may obtain a waiver of any one or more of setoff until such time as the exact amount of damages of the requirements in paragraph(a)by demonstrating due the County from such breach can be determined. In that it is self-insured and that its self-insurance case of default by the Contractor, without limiting any provides protection that is equal to or greater than the other remedies for breach available to it,the County may coverage and limits specified in subparagraph(a). The procure the contract services from other sources and hold County shall be the sole judge of whether such a the Contractor responsible for any excess cost occasioned waiver should be granted. thereby. The filing of a petition for bankruptcy by the (h) Providing and maintaining the types and amounts of Contractor shall be an act of default under this contract. insurance or self-insurance specified in this paragraph is a material obligation of the Contractor and is of the Waiver of Default: Waiver by the County of any default essence of this contract. or breach in compliance with the terms of this contract by (i) The Contractor shall only obtain insurance from the Provider shall not be deemed a waiver of any companies that are authorized to provide such subsequent default or breach and shall not be construed to coverage and that are authorized by the Commissioner be modification of the terms of this contract unless stated of Insurance to do business in the State of North to be such in writing, signed by an authorized Carolina.All such insurance shall meet all laws of the representative of the County and the Contractor and State of North Carolina. attached to the contract. (j} The Contractor shall comply at all times with all lawful terms and conditions of its insurance policies and all Availability of Funds: The parties to this contract agree lawful requirements of its insurer. and understand that the payment of the sums specified in (k) The Contractor shall require its subcontractors to this contract is dependent and contingent upon and subject comply with the requirements of this paragraph. to the appropriation, allocation, and availability of funds (1) The Contractor shall demonstrate its compliance with for this purpose to the County. the requirements of this paragraph by submitting certificates of insurance to the County before the Force Majeure: Neither party shall be deemed to be in Contractor begins work under this contract. default of its obligations hereunder if and so long as it is prevented from performing such obligations by any act of Transportation of Clients by Contractor: war,hostile foreign action,nuclear explosion,riot,strikes, General Terms and Conditions—(04114) Page 2 of 5