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i5 <br />12 <br />writing and shall be deemed to have been duly given if delivered personally in hand or <br />sent by certified mail, return receipt requested, postage prepaid, and addressed to the <br />appropriate party(s) at the following address or to any other person at any other <br />address as may be designated in writing by the parties: <br />a. County: Orange County Board of Commissioners <br />200 South Cameron Street <br />Hillsborough, NC 28278 <br />b. SHP: Jeffrey A. Reasons, President <br />Southern Health Partners, Inc. <br />811 Broad Street, Suite 500 <br />Chattanooga, North Carolina 37402 <br />Email: info@southernhealthpartners.com <br />Notices shall be effective upon receipt regardless of the form used. <br />9.4 Governing Law and Disputes. This Agreement and the rights and <br />obligations of the parties hereto shall be governed by, and construed according to, the <br />laws of the State of North Carolina, except as specifically noted. Disputes between the <br />Parties shall, first, be formally mediated by a third party or entity agreeable to the <br />Parties, in which case the Parties shall engage in good faith attempts to resolve any <br />such dispute with the Mediator before any claim or suit arising out of this Agreement <br />may be filed in a court of competent jurisdiction. <br />9.5 Entire Agreement. This Agreement constitutes the entire agreement of <br />the parties and is intended as a complete and exclusive statement of the promises, <br />representations, negotiations, discussions and agreements that have been made in <br />connection with the subject matter hereof. No modifications or amendment to this <br />Agreement shall be binding upon the parties unless the same is in writing and signed by <br />the respective parties hereto. A[f prior negotiations, agreements and understandings <br />with respect to the subject matter of this Agreement are superseded hereby. <br />9.6 Amendment. This Agreement may be amended or revised only in writing <br />and signed by all parties. <br />9.7 Waiver of Breach. The waiver by either party of a breach or violation of <br />any provision of this Agreement shall not operate as, or be construed to be, a waiver of <br />any subsequent breach of the same or other provision hereof. <br />9.8 Other Contracts and Third-Party Beneficiaries. The parties acknowledge <br />that SHP is neither bound by nor aware of any other existing contracts to which County <br />is a party and which relate to the providing of medical care to inmates at the Jail. The <br />