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Contract #68-2005 <br />Arcadia Health Services, Inc. <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 <br />("non-owned vehicle insurance"). Non- <br />owned vehicle insurance protects <br />employers when employees use their <br />personal vehicles for work purposes. Non- <br />ownedvehicle insurance supplements, but <br />does not replace, the car-owner's liability <br />insurance. <br />The Contractor is not required to provide and <br />maintain automobile liability insurance on any <br />vehicle-owned, hired, ornon-owned-unless the <br />vehicle is used in the performance of this contract. <br />(d) The insurance coverage minimums specified in <br />subparagraph (a) are exclusive of defense costs. <br />(e) The Contractor understands and agrees that the <br />insurance coverage minimums specified in <br />subparagraph (a) are not limits, or caps, on the <br />Contractor's liability or obligations under this <br />contract. <br />(f) The Contractor may obtain a waiver of any one or <br />more of the requirements in subparagraph (a) by <br />demonstrating that it has insurance that provides <br />protection that is equal to or greater than the <br />coverage and limits specified in subparagraph (a). <br />The County shall be the sole judge of whether <br />such a waiver should be granted. <br />(g) The Contractor may obtain a waiver of any one or <br />more of the requirements in paragraph (a) by <br />demonstrating that it is self-insured and that its <br />self-insurance provides protection that is equal to <br />or greater than the coverage and limits specified in <br />subparagraph (a). The County shall be the sole <br />judge of whether such a waiver should be granted. <br />(h) Providing and maintaining the types and amounts <br />of insurance or self-insurance specified in this <br />paragraph is a material obligation of the <br />Contractor and is of the essence of this contract. <br />(i) The Contractor shall only obtain insurance from <br />companies that are authorized to provide such <br />coverage and that are authorized by the <br />Commissioner of Insurance to do business in the <br />State of North Carolina. All such insurance shall <br />meet all laws of the State of North Carolina. <br />(j) The Contractor shall comply at all times with all <br />lawful terms and conditions of its insurance <br />policies and all lawful requirements of its insurer. <br />(k) The Contractor shall require its subcontractors to <br />comply with the requirements of this paragraph. <br />(1) The Contractor shall demonstrate its compliance <br />with the requirements of this paragraph by <br />submitting certificates of insurance to the County <br />before the Contractor begins work under this <br />contract. <br />Default and Termination <br />Termination Without Cause: The County may terminate <br />this contract without cause by giving, 30 days written <br />notice to the Contractor. In that event, all fmished or <br />unfinished deliverable items prepared by the Contractor <br />under this contract shall, at the option of the County, <br />become its property and the Contractor shall be entitled to <br />receive just and equitable compensation for any <br />satisfactory work completed on such materials, minus any <br />payment or compensation previously made. <br />Termination for Cause: If, through any cause, the <br />Contractor shall fail to fulfill its obligations under this <br />contract in a timely and proper manner, the County shall <br />have the right to terminate this contract by giving written <br />notice to the Contractor and specifying the effective date <br />thereof. In that event, all finished or unfmished deliverable <br />items prepared by the Contractor under this contract shall, <br />at the option of the County, become its property and the <br />Contractor shall be entitled to receive just and equitable <br />compensation for any satisfactory work completed on such <br />materials, minus any payment or compensation previously <br />made. Notwithstanding the foregoing provision, the <br />Contractor shall not be relieved of liability to the County <br />for damages sustained by the County by virtue of the <br />Contractor's breach of this agreement, and the County may <br />withhold any payment due the Contractor for the purpose <br />of setoff until such time as the exact amount of damages <br />due the County from such breach can be determined. In <br />case of default by the Contractor, without limiting any <br />other remedies for breach available to it, the County may <br />procure the contract services from other sources and hold <br />the Contractor responsible for any excess cost occasioned <br />thereby. The filing of a petition for bankruptcy by the <br />Contractor shall be an act of default under this contract. <br />Waiver of Default: Waiver by the County of any default <br />or breach in compliance with the terms of this contract by <br />the Provider shall not be deemed a waiver of any <br />subsequent default or breach and shall not be construed to <br />be modification of the terms of this contract unless stated <br />to be such in writing, signed by an authorized <br />representative of the County and the Contractor and <br />attached to the contract. <br />Availability of Funds: The parties to this contract agree <br />and understand that the payment of the sums specified in <br />this contract is dependent and contingent upon and subject <br />to the appropriation, allocation, and availability of funds <br />for this purpose to the County. <br />General Terms and Conditions - (07/10) Page 2 of 5 <br />