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responsibilities with respect to this contract. The COUNTY reserves the right to exclude placing advertising on any individual buses or routes for any reason. 4.3 COUNTY shall make a good faith effort to deploy specific vehicles on particular routes when requested. COUNTY reserves the right to replace vehicles on routes as it deems necessary. 4.4 At times, the COUNTY may be approached directly by an entity interested in sponsoring a specific bus or route in connection with a grant from the Florida Department of Transportation or similar government agency. The County reserves the right to offer advertising on a bus in exchange for sponsoring a bus or a route and that advertising shall not be deemed to fall under this Agreement and CONTRACTOR shall have no right to compensation under such circumstances. In such a case, the COUNTY shall not require the removal of any existing advertising on any vehicle subject to this agreement. The COUNTY will refer all other entities wishing to advertise on buses to CONTRACTOR and any advertisements that result from the referral will fall under this Agreement. Article 5. Special Terms and Conditions 5.1 Termination. This Agreement may be terminated for convenience by mutual agreement of both parties. This Agreement may also be terminated by COUNTY for cause, default, or negligence on the part of CONTRACTOR. In the event of termination by COUNTY for cause, CONTRACTOR shall provide payment in accordance with Exhibits A and B attached to this agreement, which shall be the pro rata monthly minimum payment, plus the percentage of gross revenues, upon termination of this Agreement. 5.2 Subletting of Contract. This Agreement shall not be sublet except with the written consent of COUNTY. No such consent shall be construed as making COUNTY a party to the subcontract or subjecting COUNTY to liability of any kind to any subcontractor. No subcontract shall under any circumstances relieve CONTRACTOR of liability and obligations under this Agreement. 5.3 Insurance. 1. CONTRACTOR shall not commence work on this Agreement until it has obtained all insurance required under this paragraph and such insurance has been approved by COUNTY's representative. 2. CONTRACTOR shall maintain during the term of this Agreement the following insurance: A. Business Automobile Liability Insurance covering all owned, non -owned and hired vehicles with minimum limits of liability of $1,000,000 per occurrence Combined Single Limit for bodily injury and property damage. F:\Community Development\Users\MPO\Transit\Advertising\2018 Procurement\Transit Advertising Contract FINAL.docx 3