Agenda - 11-02-2005-9a - Laserfiche WebLink

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3~ terminate and discipline any and all persormel working at the Facility. All employees shall be informed of the standards set forth in Section 2.1(d) hereof: (b) After the parties' agreement regarding the selection process, and the County's opportunity to interview general manager candidates and upon consultation with the County, RFP shall assign to the Facility a competent, full-time general manager. Prior to RFP's appointment of such general manager, RFP shall consult with the Contract Administrator with respect to the qualifications of the general manager proposed by RFP, (c) RFP employees at the Facility shall not for any purpose be considered to be employees or agents of the County, and RFP shall be solely responsible for their supervision and daily direction and control and for setting, and paying as an Operating Expense, their com- pensation (and federal income tax withholding) and any employee benefits, and al] costs related to their employment shall be an Operating Expense. 7.2 RFP Employees. As of the date hereof, there are full-time R.T.. Holdings employees at the Facility, none of whom aze union employees, and part-time employees (collectively, the "Employees"). RFP agrees to evaluate all R.T. Holdings employees during the Employment Period and after the expiration of the Employment Period, continued employment thereof shall be at the sole discretion of RFP. 7.3 Termination Effect on Contracts. All contracts relating to the Facility (including all contracts approved by the County and all license, lease or rental contracts pertaining to the Facility) which RFP executed in its own name shall be automatically assigned to, and deemed to be assumed by, the County (without further action by any party) upon termination or expiration of this Agreement and the County shall, to the extent permitted by North Carolina law, indemnify, defend and hold hazniless RFP from and against any Losses in respect of any liability under such contracts arising from any act or omission by any party to such contracts (other than due to the gross negligence or intentional acts or omissions of RFP) occurring on or after the effective date of termination or expiration of this Agreement. 8. Indemnification and Insurance. 8.1 Indemnification. (a) RFP shall indemnify, defend and hold harmless the County, its elected and appointed officials, offcers, agents and employees from and against any and all Losses arising from any material default or breach by RFP of its obligations specified herein or other Losses incurred by or threatened against County arising from or in connection with a third party law suit alleging wrongdoing by RFP in connection with RFP's management of the Facility; provided, however, that the foregoing indemnification shall not extend to Losses to the extent such Losses (i) arise from any breach or default by the County of its obligations under Section 8.1(b) below, (ii) arise out of a failure by the County to maintain reasonable commercial insurance covering the Facility and its premises for physical damage or other Loss, (iii) are caused by or arise out of 19