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sum of(i) all Contract Payments and other amounts then due and past due, (ii) all such policy. No insurance shall be subject to any co-insurance clause. Each insurance
<br /> remaining Contract Payments for the Present Term discounted at a rate of 2% per policy shall be with an insurance carrier licensed to provide the insurance required herein
<br /> annum,(iii)interest at the rate of 1.5%per month on the amounts specified in clauses in the State where the Assets) are located. You shall furnish to Us certificates of
<br /> 'I"and"ii"above until the date paid,and(iv)all other amounts that may later become insurance or other evidence satisfactory to Us that such insurance coverage is in effect
<br /> due hereunder and/or(E)exercise any other remedy available to Us under law. and that Us and Our Assignees are named as additional insureds, and, upon Our
<br /> 10. APPROPRIATION OF FUNDS. You intend to continue this Contract for the term of request,You shall promptly provide Us with a copy of the insurance policy. Your liability
<br /> this Contract and to pay the Contract Payments due under this Contract and other for loss shall not be diminished by any insurance payment less than the actual amount of
<br /> amounts due hereunder.We acknowledge that You are a governmental entity and the the loss.
<br /> validity of this Contract is based upon the availability of public funding under the statutory 13. RISK OF LOSS. (a)With regard to the Asset(s), commencing upon delivery and
<br /> mandate.You reasonably believe that legally available funds in an amount sufficient to continuing throughout the Original Term,You hereby assume and shall bear the risk of
<br /> pay all Contract Payments during the Original Term can be obtained. You further intend loss for any reason with respect to any damage,destruction,loss,theft,or governmental
<br /> to do all things lawfully within its power to obtain and maintain funds from which the taking,whether partial or complete and whether through any fault or neglect of You or
<br /> Contract Payments may be paid. Notwithstanding the foregoing,in the event that public otherwise;(b) If any Asset is damaged,You shall promptly notify Us and shall,at Your
<br /> funds are not available and not appropriated to continue the term of this Contract for any expense, within a reasonable timeframe of such damage, cause to be made repairs
<br /> Fiscal Period of You beyond the Fiscal Period first in effect at the Commencement Date, necessary to return such Asset to its previous condition. You shall then be entitled to
<br /> You may terminate this Contract immediately upon written notice to Us of the receive from Us any insurance received by Us in connection with such damage;(c)In the
<br /> unavailability and non-appropriation of public funds. All of Your obligations to pay the event any Asset is destroyed, damaged beyond repair, lost, stolen, or taken by
<br /> Contract Payments due after the end of the Fiscal Period for which such termination governmental action for a stated period extending beyond the Original Term(an"Event
<br /> applies will cease,all of Your interests in the unpaid Assets will terminate and You shall of Loss"),You shall promptly notify Us and pay to Us,on the next Contract Payment date
<br /> surrender the unpaid Assets in accordance with this Contract. Notwithstanding the following such Event of Loss,an amount equal to the Casualty Value amount for such
<br /> foregoing, it is expressly agreed that You shall not activate this non-appropriation Asset as set forth in Attachment B. After payment of such Casualty Value amount and
<br /> provision for its convenience or to circumvent the requirements of this Contract,but only all Contract Payments due and owing on or before such Payment date,Your obligation to
<br /> as an emergency fiscal measure during a substantial fiscal crisis. You will use Your pay further Contract Payments allowable to the Asset which suffered the Event of Loss
<br /> best efforts to obtain appropriation of funds to avoid termination of this Contract by taking shall cease. After paying such Casualty Value amount to Us, You shall be entitled to
<br /> all appropriate action including the inclusion in Your budget request for each Fiscal receive from Us any insurance received by Us in connection with such Event of Loss;(d)
<br /> Period during the Original Term hereof a request for adequate funds to meet Your In the event of a governmental taking of any Asset for an indefinite period or a stated
<br /> obligations and to continue this Contract in force. You represent and warrant that You period which does not extend beyond the Original Term, all obligations of You with
<br /> have adequate funds to meet Your obligations during the first Fiscal Period of the respect to such Asset(including payment of Contract Payments)shall continue. So long
<br /> Original Term. We and You understand and intend that the obligation of You to pay the as You are not in default hereunder,We shall pay to You all sums received by Us from
<br /> Contract Payments hereunder shall constitute a current expense of You and shall not in the government by reason of such taking.
<br /> any way be construed to be a debt of You in contravention of any applicable 14. TITLE. Title to the Asset(s)will pass to You on the Commencement Date. Title will
<br /> constitutional or statutory limitation or requirement concerning the creation of revert to Us upon termination pursuant to Section 10.
<br /> indebtedness by You, nor shall anything contained herein constitute a pledge of the 15. SECURITY INTEREST. You grants to Us and We retain a security interest in the
<br /> general revenues,funds or monies of You beyond the Fiscal Period for which sufficient Asset(s).You will not change or remove any insignia or lettering which We may place on
<br /> funds have been appropriated to pay the Contract Payments hereunder.In the event of a the Asset(s)to indicate its interest therein. During the Original Term,You will keep the
<br /> change in Your statutory authority,mandate and/or mandated functions,by state and/or Asset(s) free from any lien, encumbrance or legal process and You will promptly
<br /> federal legislative or regulatory action,which eliminates Your authority to continue Your discharge any claim which might become a lien against the Asset(s).
<br /> obligations under this Contract,then this agreement shall automatically terminate without 16. ASSET RETURN. You are responsible for the return costs related to the termination
<br /> penalty to you upon written notice to us of limitation or change in Your authority. of this Contract pursuant to Section 10,including deinstallation,rigging,drayage,freight,
<br /> 11. REPRESENTATIONS AND WARRANTIES. You represent, covenant and and insurance to the destination specified by Us within the United States. You will be
<br /> warrant for Our benefit and Our assignee(s):(i)The use of the Asset(s)is essential to liable for any value differential for Asset(s) returned in a condition less than a state of
<br /> Your proper,efficient and economic operation;and(ii)You understand and agree that reasonable repair given normal wear and tear. You further agree to immediately return
<br /> We are relying on the essential nature of the Asset(s)to You and upon Your covenant all originals and copies of the Software portion of the Asset(s) to Us and erase all
<br /> to complete full implementation of the Asset(s)and any system associated therewith Software resident in computer memory.
<br /> (the"Project"). In the absence of such a covenant by You,We would not provide the 17. MISCELLANEOUS. This Contract shall be deemed to be performed in Orange
<br /> financing for the project under this Contract. Failure to honor this covenant shall be a County,North Carolina and the Contract shall be governed by the laws of the State
<br /> material breach of this Contract and constitute an event of default hereunder, of North Carolina. All legal actions relating to this Contract shall be venued in a state
<br /> independent of any failure of the legislature to appropriate funds. or federal court located in the Orange County. Both parties consent to personal
<br /> 12. INSURANCE. You, at Your expense, shall maintain all risks, including fire and jurisdiction in such courts.You and We hereby waive Your and Our respective
<br /> extended coverage,insurance against loss,theft,damage,or destruction of the Asset(s), rights to a trial by jury in any legal action. This Contract may be executed in
<br /> in an amount not less than the applicable Casualty Value set forth in Attachment B counterparts,all of which together shall constitute the same document. You agree that
<br /> attached hereto and made a part hereof. This coverage shall have standard commercial a facsimile or other copy containing Your faxed or copied signature shall be as
<br /> terms and conditions and may not contain endorsements excluding coverage for enforceable as the original executed Contract. You agree to provide Us with Your
<br /> mysterious or mere disappearance,seizure or other governmental acts or dishonesty of Financial Statements. If You are a privately held entity then, You shall provide Us
<br /> Your officers or employees or restrict recovery for the kinds of Asset(s)covered by this complete audited financial statements at each quarter end and fiscal year end,certified
<br /> Contract. You shall further,at its expense,provide and maintain comprehensive public by Your independent certified public accountants and reasonably acceptable to Us
<br /> liability insurance in an amount of$1,000,000 per occurrence against claims for bodily within fourteen days of receipt of same from Your certified public accountants.if it Is
<br /> injury, death and/or property damage arising out of the use, ownership, possession, determined that any amount charged under this Contract is greater than the
<br /> operation or condition of the Asset(s), together with such other insurance as may be amount allowed by law, including any amount that is determined to exceed
<br /> required by law. Both coverages shall name You as an insured and Us and Our applicable usury limits(an"Excess Amount"),then any Excess Amount will be
<br /> Assignee(s)as additional insureds and loss pay as their respective interest may appear, waived (or, if the Excess Amount was paid, it will be applied to past-due
<br /> shall be satisfactory to Us,and shall contain a clause requiring the Insurer to give Us at amounts,if any,or else refunded).
<br /> least one month prior written notice of the cancellation or any alteration in the terms of
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