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General Terms and Conditions – (06/16) Page 1 of 5 <br /> <br />ATTACHMENT A <br />GENERAL TERMS AND CONDITIONS <br /> <br />Orange County Department of Social Services and Orange County Department on Aging <br /> <br />Relationships of the Parties <br /> <br />Independent Contractor: The Contractor is and shall <br />be deemed to be an independent contractor in the <br />performance of this contract and as such shall be wholly <br />responsible for the work to be performed and for the <br />supervision of its employees. The Contractor represents <br />that it has, or shall secure at its own expense, all personnel <br />required in performing the services under this agreement. <br />Such employees shall not be employees of, or have any <br />individual contractual relationship with the County. <br /> <br />Subcontracting: The Contractor shall not subcontract <br />any of the work contemplated under this contract without <br />prior 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 <br />of all of its subcontractors. <br /> <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 /> <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 />and Contractor that any such person or entity, other than <br />the County or the Contractor, receiving services or <br />benefits under this contract shall be deemed an incidental <br />beneficiary only. <br /> <br />Indemnity and Insurance <br /> <br />Indemnification: The Contractor agrees to indemnify <br />and hold harmless the County and any of their officers, <br />agents and employees, from any claims of third parties <br />arising out or any act or omission of the Contractor in <br />connection with the performance of this contract. <br /> <br />Insurance: During the term of the contract, the <br />Contractor at its sole cost and expense shall provide <br />commercial insurance of such type and with such terms <br />and limits as may be reasonably associated with the <br />contract. As a minimum, the Contractor shall provide and <br />maintain the 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 <br />all of Contractor’s employees who are engaged in <br />any work under the contract. If any work is <br />sublet, the Contractor shall require the <br />subcontractor to provide the same coverage for <br />any of his employees engaged in any work under <br />the 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 <br />Limit. (Defense cost shall be in excess of the limit <br />of liability.) <br />(c) Automobile Liability Insurance: The <br />Contractor shall provide automobile liability <br />insurance with a combined single limit of <br />$500,000.00 for bodily injury and property <br />damage; a limit of $500,000.00 for <br />uninsured/under insured motorist coverage; and a <br />limit of $25,000.00 for medical payment <br />coverage. The Contractor shall provide this <br />insurance for all automobiles that are: <br />(a) owned by the Contractor and used in the <br />performance of this contract; <br />(b) hired by the Contractor and used in the <br />performance of this contract; and <br />(c) Owned by Contractor’s employees and <br />used in performance of this contract (“non- <br />Docusign Envelope ID: E8EE5CB1-91EB-41FD-84F7-D8393F260F76