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DocuSign Envelope ID: D6A10EDE-9BO6-43F7-AB6A-BOCF29ADEBA4 <br /> ATTACHMENT A <br /> GENERAL TERMS AND CONDITIONS <br /> Orange County Department of Social Services and Department on Aging <br /> Relationships of the Parties the County or the Contractor,receiving services or benefits <br /> under this contract shall be deemed an incidental <br /> Independent Contractor: The Contractor is and shall be beneficiary only. <br /> deemed to be an independent contractor in the performance <br /> of this contract.and as such shall be wholly responsible for Indemnity and Insurance <br /> the work to be performed and for the supervision of its <br /> employees. The Contractor represents that it has, or shall Indemnification: The Contractor agrees to indemnify and <br /> secure at its own expense, all personnel required in hold harmless the County and any of their officers,agents <br /> performing the services under this agreement. Such and employees,from any claims of third parties arising out <br /> employees shall not be employees of, or have any or any act or omission ofthe Contractor in connection with <br /> individual contractual relationship with the County. the performance of this contract. <br /> ,Subcontracting: The Contractor shall not subcontract any Insurance: During the term ofthe contract,the Contractor <br /> ofthe work contemplated under this contract without prior at its sole cost and expense shall provide commercial <br /> written approval from the County. Any approved insurance of such type and with such terms and limits as <br /> subcontract shall be subject to all conditions of this may be reasonably associated with the contract. As a <br /> contract.Only the subcontractors specified in the contract minimum, the Contractor shall provide and maintain the <br /> documents are to be considered approved upon award of following coverage and limits: <br /> the contract. The County shall not be obligated to pay for (a) Worker's Compensation- The contractor shall <br /> any work performed by any unapproved subcontractor. provide and maintain Worker's Compensation <br /> The Contractor shall be responsible for the performance of Insurance as required by the laws of North <br /> all of its subcontractors. Carolina,as well as employer's liability coverage <br /> with minimum limits of$500,000.00,covering all <br /> Assignment: No assignment of the Contractor's of Contractor's employees who are engaged in any <br /> obligations or the Contractor's right to receive payment work under the contract. If any work is sublet,the <br /> hereunder shall be permitted. However, upon written Contractor shall require the subcontractor to <br /> request approved by the issuing purchasing authority,the provide the same coverage for any of his <br /> County may: employees engaged in any work under the <br /> (a) Forward the Contractor's payment check(s) contract. <br /> directly to any person or entity designated by the (b) Commercial General Liability - General <br /> Contractor,or Liability Coverage on a Comprehensive Broad <br /> (b) Include any person or entity designated by Form on an occurrence basis in the minimum <br /> Contractor as a joint payee on the Contractor's amount of$1,000,000.00 Combined Single Limit. <br /> payment check(s). (Defense cost shall be in excess of the limit of <br /> In no event shall such approval and action obligate the liability.) <br /> County to anyone other than the Contractor and the (c)Automobile Liability Insurance: The Contractor <br /> Contractor shall remain responsible for fulfillment of all shall provide automobile liability insurance with a <br /> contract obligations. combined single limit of$500,000-00 for bodily <br /> injury and property damage; a limit of <br /> Beneficiaries: Except as herein specifically provided $500,000.00 for uninsured/under insured motorist <br /> otherwise,this contract shall inure to the benefit of and be coverage; and a limit of$25,000.00 for medical <br /> binding upon the parties hereto and their respective payment coverage. The Contractor shall provide <br /> successors. It is expressly understood and agreed that the this insurance for all automobiles that are: <br /> enforcement of the terms and conditions of this contract, (a) owned by the Contractor and used in the <br /> and all rights of action relating to such enforcement,shall performance of this contract; <br /> be strictly reserved to the County and the named (b) hired by the Contractor and used in the <br /> Contractor.Nothing contained in this document shall give performance of this contract; and <br /> or allow any claim or right of action whatsoever by any (c) Owned by Contractor's employees and <br /> other third person.It is the express intention ofthe County used in performance of this contract("non- <br /> and Contractor that any such person or entity, other than owned vehicle insurance"). Non-owned <br /> General Terms and Conditions—(06116) Page 1 of 5 <br />