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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 Carolina 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 />1. 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, 116 S. Churton Street, Hillsborough,
<br />North Carolina 27278;
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