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Contract # 68-1015 <br />North Carolina Baptist Hospital <br />(Defense cost shall be in excess of the limit of <br />liability.) <br />(c) Automobile -Automobile Liability Insurance, <br />to include liability coverage, covering all <br />owned, hired and non-owned vehicles used in <br />performance of the contract. The minimum <br />combined single limit shall be $500,000.00 <br />bodily injury and property damage; <br />$500,000.00 uninsured/under insured <br />motorist. <br />Providing and maintaining adequate insurance <br />coverage is a material obligation of the Contractor <br />and is of the essence of this contract. The Contractor <br />may meet its requirements of maintaining specified <br />coverage and limits by demonstrating to the County <br />that there is in force insurance with equivalent <br />coverage and limits that will offer at least the same <br />protection to the County. All such insurance shall <br />meet all laws of the State of North Carolina. Such <br />insurance coverage shall be obtained from companies <br />that are authorized to provide such coverage and that <br />are authorized by the Commissioner of Insurance to <br />do business in North Carolina. The Contractor shall <br />at all times comply with the terms of such insurance <br />policies, and all requirements of the insurer under any <br />such insurance policies, except as they may conflict <br />with existing North Carolina laws or this contract. <br />The limits of coverage under each insurance policy <br />maintained by the Contractor shall not be interpreted <br />as limiting the contractor's liability and obligations <br />under the contract. <br />Default and Termination <br />Termination Without Cause: Either party may <br />terminate this contract without cause by giving 30 <br />days written notice to the other party. In that event, <br />all finished or unfinished deliverable items prepared <br />by the Contractor under this contract shall, at the <br />option of the parties, become the Contractor's <br />property and the Contractor shall be entitled to <br />receive just and equitable compensation for any <br />satisfactory work completed on such materials, minus <br />any payment or compensation previously made. <br />Termination for Cause: If, through any cause, <br />either party shall fail to fulfill its obligations under <br />this contract in a timely and proper manner, the <br />terminating party shall have the right to terminate this <br />contract by giving written notice to the breaching <br />party and specifying the effective date thereof In that <br />event, all finished or unfinished deliverable items <br />prepared by the Contractor under this contract shall, at <br />the option of the parties, become the Contractor's <br />property and the Contractor shall be entitled to <br />receive just and equitable compensation for any <br />satisfactory work completed on such materials, minus <br />any payment or compensation previously made. <br />Notwithstanding the foregoing provision, the <br />breaching party shall not be relieved of liability to the <br />terminating party for damages sustained by the <br />terminating party by virtue of the breaching party's <br />breach of this agreement, and if the County is the <br />terminating party, the County may withhold any <br />payment due the Contractor for the purpose of setoff <br />until such time as the exact amount of damages due <br />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 <br />may procure the contract services from other sources <br />and hold the Contractor responsible for any excess <br />cost occasioned thereby. The filing of a petition for <br />bankruptcy by the Contractor shall be an act of default <br />under this contract. <br />Waiver of Default: Waiver by either party of any <br />default or breach in compliance with the terms of this <br />contract shall not be deemed a waiver of any <br />subsequent default or breach and shall not be <br />construed to be modification of the terms of this <br />contract unless stated to be such in writing, signed by <br />an authorized representative of the County and the <br />Contractor and attached to the contract. <br />Availability of Funds: The parties to this contract <br />agree and understand that the payment of the sums <br />specified in this contract is dependent and contingent <br />upon and subject to the appropriation, allocation, and <br />availability of funds for this purpose to the County. <br />Force Majeure: Neither party shall be deemed to be <br />in default of its obligations hereunder if and so long <br />as it is prevented from performing such obligations by <br />any act of war, hostile foreign action, nuclear <br />explosion, riot, strikes, civil insurrection, earthquake, <br />(General Terms and Conditions - 06/04) Page 5 of 19 <br />