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<br />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 provision <br />of this agreement, all client records, papers, and other documents kept by OCAS <br />that are obtained or created pursuant to this agreement shall be confidential and <br />shall only be disclosed as is provided for by law or as necessary for the full <br />implementation of this agreement, <br />D. OCAS agrees that the County will retain ultimate control and responsibility <br />for the services performed under this agreement. OCAS further agrees to be bound <br />by and to in all respects comply with the conditions set forth in the grant contract <br />between North Carolina Department of Correction Criminal Justice Partnership <br />Program and the County as though it were the grantee under that contract. A copy <br />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 OCAS 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 Justice <br />Partnership Advisory Board. OCAS shall notify the County of any cancellation or <br />material change in insurance coverage which takes effect during the performance of <br />this agreement. If OCAS changes insurance providers during the performance <br />period of this agreement, OCAS shall provide evidence that the County will be <br />indemnified to the limits specified here for the entire performance period of this <br />agreement, either under the new policy or a 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, 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 all <br />losses, damages, costs and expenses (including reasonable attorney's fees) caused <br />by or arising out of an act, omission, fault, negligence or other misconduct of <br />OCAS, its principals, agents, officers, directors, employees, licensees, and invitees <br />or other third parties that enter OCAS premises which occurs in connection with <br />this agreement. <br />4