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DocuSign Envelope ID: AA1647C8 -B778- 4021- 9E83- EDC4C913A37C <br />vehicle insurance protects employers when <br />employees use their personal vehicles for <br />work purposes. Dion -owned vehicle <br />insurance supplements, but does not <br />replace, the car - owner's liability insurance. <br />The Contractor is not required to provide and maintain <br />automobile liability insurance on any vehicle — owned, <br />hired, or non -owned -- unless the vehicle is used in the <br />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 contract. <br />(f) The Contractor may obtain a waiver of any one or more <br />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 coverage <br />and limits specified in subparagraph (a). The County <br />shall be the sole judge of whether such a waiver <br />should be granted. <br />(g) The Contractor may obtain a waiver of any one or more <br />of the requirements in paragraph (a) by demonstrating <br />that it is self - insured and that its self- insurance <br />provides protection that is equal to or greater than the <br />coverage and limits specified in subparagraph (a). The <br />County shall be the sole judge of whether such a <br />waiver should be granted. <br />(h) Providing and maintaining the types and amounts of <br />insurance or self- insurance specified in this paragraph <br />is a material obligation of the Contractor and is of the <br />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 Commissioner <br />of Insurance to do business in the State of North <br />Carolina. All such insurance shall meet all laws of the <br />State of North Carolina. <br />{j) The Contractor shall comply at all times with all lawful <br />terms and conditions of its insurance policies and all <br />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 with <br />the requirements of this paragraph by submitting <br />certificates of insurance to the County before the <br />Contractor begins work under this contract. <br />Transportation of Clients by Contractor: The contractor <br />will maintain Insurance requirements if required as noted <br />under Article 7 Rule R2 -36 of the North Carolina Utilities <br />Commission. <br />Default and Termination <br />Termination Without Cause: The County may terminate <br />this contract without cause by giving 34 days written <br />notice to the Contractor. <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 unfinished 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 />Force Majeure: Neither party shall be deemed to be in <br />default of its obligations hereunder if and so long as it is <br />prevented from performing such obligations by any act of <br />war, hostile foreign action, nuclear explosion, riot, strikes, <br />civil insurrection, earthquake, hurricane, tornado, or other <br />catastrophic natural event or act of God. <br />Survival of Promises: All promises, requirements, terms, <br />conditions, provisions, representations, guarantees, and <br />warranties contained - herein shall survive the contract <br />expiration or termination date unless specifically provided <br />General Terms and Conditions — (06/16) Page 2 of 5 <br />