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Contract# 1 20/21 (Contractor)Christian Healthcare Adult Daycare owned—unless the vehicle is used in the items prepared by the Contractor under this contract shall, performance of this contract. at the option of the County, become its property and the (d) 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 (e) The Contractor understands and agrees that the such materials, minus any payment or compensation insurance coverage minimums specified in previously made. Notwithstanding the foregoing provision, subparagraph (a) are not limits, or caps, on the the Contractor shall not be relieved of liability to the Contractor's liability or obligations under this contract. County for damages sustained by the County by virtue of (f) The Contractor may obtain a waiver of any one or more the Contractor's breach of this agreement,and the County of the requirements in subparagraph (a) by may withhold any payment due the Contractor for the demonstrating that it has insurance that provides purpose of setoff until such time as the exact amount of protection that is equal to or greater than the damages due the County from such breach can be coverage and limits specified in subparagraph (a). determined. In case of default by the Contractor, without The County shall be the sole judge of whether such a limiting any other remedies for breach available to it, the waiver should be granted. County may procure the contract services from other (g) The Contractor may obtain a waiver of any one or more sources and hold the Contractor responsible for any of the requirements in paragraph(a)by demonstrating excess cost occasioned thereby. The filing of a petition that it is self-insured and that its self-insurance for bankruptcy by the Contractor shall be an act of default provides protection that is equal to or greater than the under this contract. coverage and limits specified in subparagraph (a). The County shall be the sole judge of whether such a Waiver of Default:Waiver by the County of any default or waiver should be granted. breach in compliance with the terms of this contract by the (h) Providing and maintaining the types and amounts of Provider shall not be deemed a waiver of any subsequent insurance or self-insurance specified in this paragraph default or breach and shall not be construed to be is a material obligation of the Contractor and is of the modification of the terms of this contract unless stated to essence of this contract. be such in writing,signed by an authorized representative (i) The Contractor shall only obtain insurance from of the County and the Contractor and attached to the companies that are authorized to provide such contract. coverage and that are authorized by the Commissioner of Insurance to do business in the Availability of Funds: The parties to this contract agree State of North Carolina.All such insurance shall meet and understand that the payment of the sums specified in all laws of the State of North Carolina. this contract is dependent and contingent upon and (j) The Contractor shall comply at all times with all lawful subject to the appropriation, allocation, and availability of terms and conditions of its insurance policies and all funds for this purpose to the County. lawful requirements of its insurer. (k) The Contractor shall require its subcontractors to Force Majeure: Neither party shall be deemed to be in comply with the requirements of this paragraph. default of its obligations hereunder if and so long as it is (I) The Contractor shall demonstrate its compliance with prevented from performing such obligations by any act of the requirements of this paragraph by submitting war, hostile foreign action, nuclear explosion, riot,strikes, certificates of insurance to the County before the civil insurrection,earthquake, hurricane,tornado,or other Contractor begins work under this contract. catastrophic natural event or act of God. Transportation of Clients by Contractor: Survival of Promises: All promises, requirements, The contractor will maintain Insurance requirements if terms, conditions, provisions, representations, required as noted under Article 7 Rule R2-36 of the North guarantees,and warranties contained herein shall survive Carolina Utilities Commission. the contract expiration or termination date unless specifically provided otherwise herein, or unless Default and Termination superseded by applicable Federal or State statutes of limitation. Termination Without Cause: The County may terminate this contract without cause by giving 30 days written Intellectual Property Rights notice to the Contractor. Copyrights and Ownership of Deliverables: All Termination for Cause: If, through any cause, the deliverable items produced pursuant to this contract are Contractor shall fail to fulfill its obligations under this the exclusive property of the County. The Contractor shall contract in a timely and proper manner, the County shall not assert a claim of copyright or other property interest in have the right to terminate this contract by giving written such deliverables. notice to the Contractor and specifying the effective date thereof. In that event,all finished or unfinished deliverable