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H. Indavnify and hold hanT~less CTS ]~anag~ment Company, Inc. and its present <br />and future officers, ~n'£loyees, and agents, and all of their respective heirs <br />and representatives fcr ~nd fram every claim, da~w3nd, ~iability, loss, damage, <br />and expenses incurre~ in connection therewith, which arise at any time by <br />reason of dm~age to the property cf any individual, film; co~poration or other <br />entity or personal injury or death to any person and any other claim arising <br />out of the perfo~unance by any Cabarrus County me~ber, officer, a~ployee, or <br />agent, or occasioned by any sctual negligent act or o~,-dssion of ~ny Cabarrus <br />County member, officer, employee, or agent; <br /> <br />I. In the event that an unfair ]~bor practice c~11plaint or charge is filed <br />or made pursuant to Section 13(c) of the Urban ]~ass Transportation Act of <br />1964, as amended, with respect to r~mss transportation in the County of <br />Cabarrus, and in the event that such c~,~laint or charge is also made against <br />CTS, the County shall at its sole cost and expense provide legal <br />representation to defend CTS through an attorney-at-]aw to be selected and <br />retained by CTS with the advice and consent of C~barrus County and pay all <br />other cost and expense to CTS in connection therewith; and <br /> <br />J. Adhere to the standards set within the County's RFP and CTS's response in <br />the bid proposal and the ne.octiated terms of the RFP and proposal. All <br />provisions so contained in the above proposal and RFP are a part of this <br />agreement by reference thereof which shall be considered as attachments to <br />this agre~n~ent. <br /> <br />K. Provide four (4) full ti~ driver =',',i~loyees to CTS for which CTS will <br />reimburse the County as described above. The County, may reduce the number of <br />employees provided to CTS at any time. <br /> <br />ARTICLE IlI. TEFd~ OF OOICfRACT: <br /> <br />A. This contractual agreement shall be in force for two years from the date <br />noted above;. With a one-year option to renew, and shall be bindin$ on all <br />parties participating in the coordinated syst~11; <br /> <br />B. This agreement may be terminated by either pa~ty upon 90 days written <br />notice, tf termination of this agre~nent is initiated by the County within <br />the first two years of the period, the County agrees to reimburse CTS the sum <br />of seventeen thousand five hundred dollars ($17,500.00) to compensate for <br />management and consulting expenses, co~uter equipment, computer software, <br />databases, office furniture and fixtures, including all electronic equipment, <br />which at such time said personal CTS property shal 1 become the property of the <br />County, except computer software which is copyrighted and for which the County <br />shall be granted the rights to use the software as if purchased otherwise in <br />recognition of the copyrights of CTS. Notice shall be deemed given when <br />deposited with proper postage in a depository of the United States Mail and <br />addressed to the appropriate party; <br /> <br />C. Amendments or changes to this agreement shall be su~nitted in writing, <br />and will become a part of t~is agreement when agreed upon by both parties and <br />adopted by the County; <br /> <br />D. This contract and its attachments identified herein constitutes the <br />entire agreement between the parties. <br /> <br />3 <br /> page 5 <br /> <br /> <br />