OTHER-2024-045 In-Home Aide Contract with Medisolutions, Inc

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Docusign Envelope ID:529084AE-3510-4F14-BBF8-4F8B38300ABA ATTACHMENT A GENERAL TERMS AND CONDITIONS Orange County Department of Social Services and Orange County Department on Aging Relationships of the Parties the County or the Contractor, receiving services or benefits under this contract shall be deemed an incidental Independent Contractor: The Contractor is and shall beneficiary only. be deemed to be an independent contractor in the performance of this contract and as such shall be wholly Indemnity and Insurance responsible for the work to be performed and for the supervision of its employees. The Contractor represents Indemnification: The Contractor agrees to indemnify that it has,or shall secure at its own expense,all personnel and hold harmless the County and any of their officers, required in performing the services under this agreement. agents and employees, from any claims of third parties Such employees shall not be employees of, or have any arising out or any act or omission of the Contractor in individual contractual relationship with the County. connection with the performance of this contract. Subcontracting: The Contractor shall not subcontract Insurance: During the term of the contract, the any of the work contemplated under this contract without Contractor at its sole cost and expense shall provide prior written approval from the County. Any approved commercial insurance of such type and with such terms subcontract shall be subject to all conditions of this and limits as may be reasonably associated with the contract.Only the subcontractors specified in the contract contract. As a minimum,the Contractor shall provide and documents are to be considered approved upon award of maintain the following coverage and limits: the contract. The County shall not be obligated to pay for (a) Worker's Compensation - The contractor shall any work performed by any unapproved subcontractor. provide and maintain Worker's Compensation The Contractor shall be responsible for the performance Insurance as required by the laws of North of all of its subcontractors. Carolina,as well as employer's liability coverage with minimum limits of $500,000.00, covering Assignment: No assignment of the Contractor's all of Contractor's employees who are engaged in obligations or the Contractor's right to receive payment any work under the contract. If any work is hereunder shall be permitted. However, upon written sublet, the Contractor shall require the request approved by the issuing purchasing authority,the subcontractor to provide the same coverage for County may: any of his employees engaged in any work under (a) Forward the Contractor's payment check(s) the contract. directly to any person or entity designated by the (b) Commercial General Liability - General Contractor,or Liability Coverage on a Comprehensive Broad (b) Include any person or entity designated by Form on an occurrence basis in the minimum Contractor as a joint payee on the Contractor's amount of $1,000,000.00 Combined Single payment check(s). Limit.(Defense cost shall be in excess of the limit In no event shall such approval and action obligate the of liability.) County to anyone other than the Contractor and the (c) Automobile Liability Insurance: The Contractor shall remain responsible for fulfillment of all Contractor shall provide automobile liability contract obligations. insurance with a combined single limit of $500,000.00 for bodily injury and property Beneficiaries: Except as herein specifically provided damage; a limit of $500,000.00 for otherwise,this contract shall inure to the benefit of and be uninsured/under insured motorist coverage;and a binding upon the parties hereto and their respective limit of $25,000.00 for medical payment successors. It is expressly understood and agreed that the coverage. The Contractor shall provide this enforcement of the terms and conditions of this contract, insurance for all automobiles that are: and all rights of action relating to such enforcement, shall (a) owned by the Contractor and used in the be strictly reserved to the County and the named performance of this contract; Contractor.Nothing contained in this document shall give (b) hired by the Contractor and used in the or allow any claim or right of action whatsoever by any performance of this contract; and other third person.It is the express intention of the County (c) Owned by Contractor's employees and and Contractor that any such person or entity, other than used in performance of this contract("non- General Terms and Conditions—(06/16) Page 1 of 5