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School Nursing Services Agreement <br />Orange County Schools <br />Orange County Health Department <br />Fiscal Year 2011-2012 <br />Page 3 of 5 <br />j. To provide nursing supervision within the School consistent with the annual <br />Memorandum of Agreement. <br />4. Indemnity. The School shall defend, indemnify, and hold harmless the County, <br />for all loss, liability, claims or expense (including reasonable attorney's fees) <br />arising from bodily injury, including death or property damage, to any person or <br />persons caused in whole or in part by the school nurses employed by the School <br />but functioning under the direction of the annual Memorandum of Agreement. It <br />is the intent of this Section that the School indemnifies the County to the fullest <br />extent permitted by law. <br />5. Insurance. That School shall provide,' or cause to be provided, insurance <br />covering professional liability of nursing personnel of at least $1 million. Proof of <br />insurance shall be submitted to the County annually. <br />6. Amendments or Modification. This Agreement shall not be altered, amended or <br />modified, except by an agreement in writing executed by the duly authorized <br />officials of both parties. <br />7. Subcontract or Assignment. The School shall not sub-contract out any of the <br />services provided for in this Agreement or make any assignment of this <br />Agreement (including rights to payments) without the prior written consent of the <br />County. <br />8. Relationship of the Parties. The School is an independent contractor of the <br />County. Neither the School nor any employee of the School shall be deemed to <br />be an officer, employee or agent of the Department or Orange County <br />Government. School's personnel shall not be employees of, or have any <br />contractual relationship with the County. <br />9. Termination. Either party may terminate this Agreement with or without cause <br />upon 90 days written notice. <br />a. Either Party may terminate this Agreement based upon a material breach of <br />this Agreement; provided, the party breaching the Agreement has not taken <br />all reasonable actions to remedy the breach. The party terminating the <br />Agreement shall provide seven (7) days' prior written notice of its intent to <br />terminate this Agreement for cause. <br />b. In the event of termination, the School shall be paid that portion of the fees <br />and expenses that it has earned to the date of termination, less any costs or <br />expenses incurred or anticipated to be incurred by the County due to errors or <br />omissions of the School. <br />c. The County's waiver of any default or breach in compliance with the terms of <br />this Agreement by the School shall not be deemed a waiver of any <br />subsequent default or breach and shall not be construed to be modification of <br />S:\Managers Working Files\Contracts\SCHOOL CONTRACTS\OCS Contract FY 12\2011-12 Contract for OCS Nursing <br />Services.doc <br />