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ARTICLE III <br />ADMINISTRATION <br />3.01 Administrator. The County IT Director shall be responsible for the administration <br />of this Agreement. <br />ARTICLE IV <br />DURATION, RENEWAL, AND TERMINATION OF AGREEMENT <br />4.01 Duration, Renewal, and Termination. This Agreement shall become effective <br />when executed by both parties and shall automatically renew annually unless terminated by <br />mutual written agreement of the parties. Either party may unilaterally terminate this <br />agreement at any time by providing 120 days written notice of termination to the other party. <br />ARTICLE V <br />COMPENSATION <br />5.01 Compensation. The County agrees to provide the services specified in Appendix A <br />and Appendix B as an exchange for the services of like kind and value contained in Section 6.01 <br />of the previously executed Interlocal Agreement between the parties, which is attached hereto <br />and incorporated by reference. <br />ARTICLE VI <br />INDEMNITY <br />6.01 Claims. To the extent of its comparative liability, each party shall indemnify, <br />defend and hold the other party, its departments, elected and appointed officials, employees, <br />and agents, harmless from and against any and all claims, damages, losses and expenses, <br />including attorney's fees, for any bodily injury, sickness, disease, or death, or any damage to or <br />destruction of property, including the loss of use resulting therefrom, which are alleged or <br />proven to be caused in whole or in part by a negligent act or omission of its officers, directors, <br />and employees . This indemnification obligation shall not apply in the limited circumstance <br />where the claim, damage, loss and/or expense is caused by the sole negligence of either party. <br />ARTICLE VII <br />PERFORMANCE OF AGREEMENT <br />7.01 Compliance with All Laws. Each party shall comply with all federal, state and local <br />laws, rules, regulations and ordinances applicable to the performance of this Agreement, <br />including without limitation all those pertaining to wages and hours, confidentiality, disabilities <br />and discrimination. <br />7.02 Maintenance and Audit of Records. Each party shall maintain books, records, <br />documents and other materials relevant to its performance under this Agreement. These <br />records shall be subject to inspection, review and audit by either party or its designee, and the <br />Page 2