2013-215 DSS - Holcomb and Cabe, LLP for Consultations

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Contract#68-2001 Holcomb and Cabe.L.L.P. (iii) Owned by Contractor's employees and All such insurance shall meet all laws of the State of used in performance of this contract("non- North Carolina. owned vehicle insurance"), Non-owned (1) The Contractor shall comply at all times with all lawful vehicle insurance protects employers when terms and conditions of its insurance policies and all employees use their personal vehicles for lawful requirements of its insurer. work purposes. Non-owned vehicle (m) The Contractor shall require its subcontractors to insurance supplements, but does not comply with the requirements of this paragraph. replace,the car-owner's liability insurance. (n) The Contractor shall demonstrate its compliance with the requirements of this paragraph by submitting The Contractor is not required to provide and maintain certificates of insurance to the County before the automobile liability insurance on any vehicle—owned, Contractor begins work under this contract. hired,or non-owned--unless the vehicle is used in the performance of this contract. Default and Termination (d) Transportation of Clients by Contractor: The contractor will maintain Insurance requirements if required as Termination Without Cause: The County may terminate noted under Article 7 Rule R2-36 of the North Carolina this contract without cause by giving 30 days written Utilities Commission. notice to the Contractor. (e) Professional Liability Insurance-Professional liability insurance, covering personal injury,bodily injury and Termination for Cause: If, through any cause, the property damage and claims arising out of or related to Contractor shall fail to fulfill its obligations under this the performance under this Agreement by the Provider, contract in a timely and proper manner,the County shall or his agents, or Providers employees, Maintain have the right to terminate this contract by giving written professional liability insurance coverage with coverage notice to the Contractor and specifying the effective date of at least $1 million, per occurrence, $2 million thereof. In that event,all finished or unfinished deliverable aggregate while providing services'to the Department, items prepared by the Contractor under this contract shall, proof of such insurance shall be submitted annually. at the option of the County, become its property and the (f) The insurance coverage minimums specified in Contractor shall be entitled to receive just and equitable subparagraph(a)are exclusive of defense costs. compensation for any satisfactory work completed on such (g) The Contractor understands and agrees that the materials,minus any payment or compensation previously insurance coverage minimums specified in made. Notwithstanding the foregoing provision. the subparagraph (a) are not limits, or caps, on the Contractor shall not be relieved of liability to the County Contractor's liability or obligations under this contract, for damages sustained by the County by virtue of the (h) The Contractor may obtain a waiver of any one or more Contractor's breach ofthis agreement,and the County may of the requirements in subparagraph (a) by withhold any payment due the Contractor for the purpose demonstrating that it has insurance that provides of setoff until such time as the exact amount of damages protection that is equal to or greater than the coverage due the County from such breach can be determined. In and limits specified in subparagraph (a). The County case of default by the Contractor, without limiting any shall be the sole judge of whether such a waiver should other remedies for breach available to it,the County may be granted. procure the contract services from other sources and hold (i) The Contractor may obtain a waiver of any one or more the Contractor responsible for any excess cost occasioned of the requirements in paragraph(a) by demonstrating thereby. The filing of a petition for bankruptcy by the that it is self-insured and that its self-insurance provides Contractor shall be an act of default under this contract. protection that is equal to or greater than the coverage and limits specified in subparagraph (a). The County Waiver of Default: Waiver by the County of any default shall be the sole judge of whether such a waiver should or breach in compliance with the terms of this contract by be granted, the Provider shall not be deemed a waiver of any {j) Providing and maintaining the types and amounts of subsequent default or breach and shall not be construed to insurance or self-insurance specified in this paragraph is be modification of the terms of this contract unless stated a material obligation of the Contractor and is of the to be such in writing, signed by an authorized essence of this contract. representative of the County and the Contractor and (k) The Contractor shall only obtain insurance from attached to the contract. companies that are authorized to provide such coverage and that are authorized by the Commissioner of Availability of Funds: The parties to this contract agree Insurance to do business in the State of North Carolina. and understand that the payment of the sutras specified in General'Germs and Conditions-3-28-2013 Page 2 ol'5