Agenda - 06-05-2012 - 5g - Laserfiche WebLink

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C. In the event of such termination any payment shall be prorated to the date of termination. 6. Indemnity. Orange County Schools agrees to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Agreement and arising from bodily injury including death or property damage to any person or persons caused in whole or in part by the negligence or misconduct of the Orange County Schools except to the extent same are caused by the negligence or willful misconduct of the DSS. It is the intent of this provision to require the Orange County Schools to indemnify the County to the fullest extent permitted under North Carolina law. 7. Amendments or Modification. This Agreement shall not be altered, amended or modified, except by an agreement in writing executed by the duly authorized officials of both parties. 8. Subcontract or Assignment. The County shall not sub - contract out any of the services provided for in this Agreement or make any assignment of this Agreement (including rights to payments) without the prior written consent of the Orange County Schools. 9. Relationship of the Parties. The County is an independent contractor. Neither the County nor any employee of the County shall be deemed to be an officer, employee or agent of Orange County Schools. County personnel shall not be employees of, or have any contractual relationship with the Orange County Schools. 10. Intent to be Bound. The parties have read this Agreement, including the Business Associates Agreement attached, and agree to be bound by all of its terms, and further agree that the documents constitute the complete and exclusive statement of the Agreement between the parties. 11. Entire Understanding. The Agreement contains the entire understanding of the parties and shall not be altered, amended or modified, except by an agreement in writing executed by the duly authorized officials of both parties. 12. Governing Law. The laws of North Carolina shall govern the validity and interpretation of the provisions, terms and conditions of this Agreement. 13. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Department of Social Services Orange County Schools Nancy Coston Donna Williams Director Director of Student Support P.O. Box 8181 200 East King Street Hillsborough, NC 27278 Hillsborough, NC 27278 4