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12 <br />and/or independent contractors must comply with all federal, state and local laws, rules <br />and regulations as well as jail policies and procedures relating to inmates. Violation of <br />any policies, procedures, rules or regulations will be enforced to the full extent of the <br />law or policy. Nothing in this Agreement is intended nor shall be construed to create an <br />agency relationship, an employer/employee relationship, or a joint venture relationship <br />between the parties. <br />9.2 Assignment and Subcontracting SHP shall not assign this Agreement to <br />any other corporation without the express written consent of County which consent shall <br />not be unreasonably withheld. Any such assignment or subcontract shall include the <br />obligations contained in this Agreement. Any assignment or subcontract shall not <br />relieve SHP of its independent obligation to provide the services and be bound by the <br />requirements of this Agreement. <br />9.3 Notice. Unless otherwise provided herein, all notices or other <br />communications required or permitted to be given under this Agreement shall be in <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 />