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13 <br />requirements of the Single Audit Act of 1984 and be made available for <br />inspection by the County staff. The County, or any of its duly authorized <br />representatives, shall have access for the purpose of audit and examination to any <br />books, documents, papers, and records that. pertain to this project. If as a result of <br />inspection of the audit, any project expenditure is disallowed, the County may, at <br />its sole discretion, reduce the amount of any expenditure under this agreement by <br />the amount disallowed or demand repayment. Notwithstanding any other <br />provision of this agreement, all client records, papers, and other documents kept <br />by OCAS that are obtained or created pursuant to this agreement shall be <br />confidential and shall only be disclosed as is provided for by law or as necessary <br />for the full implementation of this agreement. <br />D. OCAS agrees that the County will retain ultimate control and <br />responsibility for the services performed under this agreement. OCAS further <br />agrees to be bound by and to in all respects comply with the conditions set forth in <br />the grant contract between North Carolina Department of Correction Criminal <br />Justice Partnership Program and the County as though it were the grantee under <br />that contract. A copy 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 .00AS 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 Criminal <br />Justice Partnership Advisory Board. OCAS shall notify the County of any <br />cancellation or material change in insurance coverage which takes effect during <br />the performance of this agreement. If OCAS changes insurance providers during <br />the performance period of this agreement, OCAS shall provide evidence that the <br />County will be indemnified to the limits specified here for the entire performance <br />period of this agreement, either under the new policy or a combination of old and <br />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 <br />all losses, damages, costs and expenses (including reasonable attorney's fees) <br />caused by or arising out of an act, omission, fault, negligence or-other misconduct <br />0 <br />