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D. OCAS agrees that the County will retain ultimate control and responsibility <br />for the services performed under this agreement. OCAS further agrees to be bound <br />by and to in all respects comply with the conditions set forth in the grant contract <br />between North Cazolina Department of Correction Criminal Justice Partnership <br />Program and the County as though it were the grantee under that contract. A copy <br />of the grant contract is Exhibit A hereto. <br />E. OCAS will procure and maintain adequate insurance policies covering <br />professional liability, comprehensive general liability and worker's compensation <br />in amounts required by State law (and not less than one million dollars per claim <br />and one million dollars aggregate for professional and comprehensive general <br />liability insurance) as necessary to insure that OCAS and any and all individuals <br />working with OCAS against any claim or claims for damages arising out of <br />personal injuries or death occasioned by OCAS, its principals, agents and/or <br />employees. OCAS will investigate any formal written complaints brought to its <br />attention by participants. OCAS will notify the County, in writing, of any such <br />complaint and the County will in turn notify the Orange-Chatham Justice <br />Partnership. OCAS shall notify the County of any cancellation or material change <br />in insurance coverage which takes effect during the performance of this agreement. <br />If OCAS changes insurance providers during the performance period of this <br />agreement, OCAS shall provide evidence that the County will be indemnified to the <br />limits specified here for the entire performance period of this agreement, either <br />under the new policy or a combination of old and new policies. <br />OCAS is responsible for its acts and the errors and omissions of its principals, <br />agents, officers, directors, employees, licensees, and invitees or other third parties <br />that enter OCAS premises. OCAS agrees to indemnify and hold harmless and <br />defend the County from any act or omission of OCAS, its principals, agents, <br />officers, directors, employees, licensees, and invitees or other third parties that <br />enter OCAS premises, and OCAS agrees to indemnify the County from any and all <br />losses, damages, costs and expenses (including reasonable attorney's fees) caused <br />by or arising out of an act, omission, fault, negligence or other misconduct of <br />OCAS, its principals, agents, .officers, directors, employees, licensees, and invitees <br />or other third parties that enter OCAS premises which occurs in connection with <br />this agreement. <br />F. This agreement may be terminated by either party: <br />upon at least thirty (30) days notice by certified mail, with return <br />receipt requested or by written notice delivered in person to, as <br />to the County, Sharron Hinton, Orange County, P.O. Box 8181, <br />Hillsborough, North Carolina 27278, and as to OCAS, Joyce <br />Kuhn, Executive Director, ~ifr~ Churton Street, Hillsborough, <br />North Cazolina 27278; lbo ~ • Ste. 205 <br />4 <br />