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compensation in amounts required by State law (and not less than one million <br />dollars per claim and one million dollars aggregate for professional and <br />comprehensive general liability insurance) as necessaxy to insure that OCAS and <br />any and all individuals working with OCAS against any claim or claims for <br />damages arising out of personal injuries or death occasioned by OCAS, its <br />principals, agents and/or employees. OCAS will investigate any formal written <br />complaints brought to its attention by participants. OCAS will notify the County, <br />in writing, of any such complaint and the County will in turn notify the Orange- <br />Chatham Criminal Justice Partnership Advisory Board. OCAS shall notify the <br />County of any cancellation or material change in insurance coverage which takes <br />effect during the performance of this agreement. If OCAS changes insurance <br />providers during the performance period of this agreement, OCAS shall provide <br />evidence that the County will be indemnified to the limits specified here for the <br />entire performance period of this agreement, either under the new policy or a <br />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, and employees. OCAS agrees to indemnify and hold <br />harmless and defend the County from any act or omission of OCAS, its <br />principals, agents, officers, directors and employees and OCAS agrees to <br />indemnify the County from any and all losses, damages, costs and expenses <br />(including reasonable attorney's fees) caused by or arising out of an act, omission, <br />fault, negligence or other misconduct of OCAS, its principals, agents, officers, <br />directors and employees which occurs in connection with this agreement. <br />F. Termination. This agreement may be terminated by either party: <br />1. at any time upon mutual consent of both parties; <br />2. by either party, upon at least thirty (30) days notice by certified <br />mail, with return receipt requested or by written notice <br />delivered in person to, as to the County, Sharron Hinton, <br />Orange County, P.O. Box 8181, Hillsborough, North Carolina <br />27278, and as to OCAS, Joyce Kuhn, Executive Director, 116 <br />S. Churton Street, Hillsborough, North Carolina 27278; <br />3. at any time, for cause, in case of jeopardy to the client, upon <br />notice to OCAS as provided here (the cause shall be <br />documented in writing to OCAS detailing the grounds for <br />termination); <br />4. by mutual consent of both parties, in writing. In the event of <br />termination in part, the parties shall continue the performance <br />of this agreement to the extent not terminated. After receipt of <br />a notice of termination and except as otherwise directed by the <br />County, OCAS shall cease work under this agreement on the <br />4 <br />