2003 S Manager - OPC and Alternative Sentencing Inc

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requirements of the Single Audit Act of 1984 and be made available for inspection by the County staff. The County, or any of its duly authorized representatives, shall have access for the purpose of audit and examination to any books, documents, papers, and records that pertain to this project. If as a result of inspection of the audit, any project expenditure is disallowed, the County may, at its sole discretion, reduce the amount of any expenditure under this agreement by the amount disallowed or demand repayment. Notwithstanding any other provision of this agreement, all client records, papers, and other documents kept by OCAS that are obtained or created pursuant to this agreement shall be confidential and shall only be disclosed as is provided for by law or as necessary for the full implementation of this agreement. D. OCAS agrees that the County will retain ultimate control and responsibility for the services performed under this agreement. OCAS further agrees to be bound by and to in all respects comply with the conditions set forth in the grant contract between North Carolina Department of Correction Criminal Justice Partnership Program and the County as though it were the grantee under that contract. A copy of the grant contract is Exhibit A hereto. E. OCAS will procure and maintain adequate insurance policies covering professional liability, comprehensive general liability and worker's compensation in amounts required by State law (and not less than one million dollars per claim and one million dollars aggregate for professional and comprehensive general liability insurance) as necessary to insure that OCAS and any and all individuals working with OCAS against any claim or claims for damages arising out of personal injuries or death occasioned by OCAS, its principals, agents and/or employees. OCAS will investigate any formal written complaints brought to its attention by participants. OCAS will notify the County, in writing, of any such complaint and the County will in turn notify the Orange-Chatham Criminal Justice Partnership Advisory Board. OCAS shall notify the County of any cancellation or material change in insurance coverage which takes effect during the performance of this agreement. If OCAS changes insurance providers during the performance period of this agreement, OCAS shall provide evidence that the County will be indemnified to the limits specified here for the entire performance period of this agreement, either under the new policy or a combination of old and new policies. OCAS is responsible for its acts and the errors and omissions of its principals, agents, officers, directors, employees, licensees, and invitees or other third parties that enter OCAS premises. OCAS agrees to indemnify and hold harmless and defend the County from any act or omission of OCAS, its principals, agents, officers, directors, employees, licensees, and invitees or other third parties that enter OCAS premises, and OCAS agrees to indemnify the County from any and all losses, damages, costs and expenses (including reasonable attorney's fees) caused by or arising out of an act, omission, fault, negligence or other misconduct 4