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School Nursing Services Agreement <br /> Orange County Schools <br /> Orange County Health Department <br /> Fiscal Year 2012-2013 <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 Schoof st aH stint be deemed a waiver of any <br /> subsequent default or breach and shall not be construed to be modification of <br /> C:\Users\pam.j ones\Documents\CONTRACTS\2012-13 Contract for OCS Nursing Services.docx <br />