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NORTH CAROLINA <br />ORANGE COUNTY <br />SERVICES AGREEMENT OVER $25,000.00 <br />This Services Agreement (hereinafter "Agreement"), made and entered into this first day of <br />July 2011, ("Effective Date") by and between Orange County, North Carolina a body politic and <br />corporate of the State of North Carolina (hereinafter, the "County") on behalf of the Orange <br />County Health Department (hereinafter, "OCHD")and The University of North Carolina at <br />Chapel Hill (hereinafter referred to as "Provider" or "University") on behalf of its Department of <br />Family Medicine in the School of Medicine, (hereinafter, the "Department"). <br />WITNESSETH: <br />That the County and Provider, for the consideration herein named, do hereby agree as follows: <br />1. Services <br />a. Scope of Work. <br />i) This Agreement is for services to be rendered by Provider to the County for <br />Medical Director Services, including the professional "General Consultation" and <br />"Clinical Services" identified in Section 3, Basic Services, below. <br />ii) By executing this Agreement, the Provider represents and agrees that Provider is <br />qualified to perform and fully capable of performing and providing the services <br />required or necessary under this Agreement in a fully competent, professional and <br />timely manner. <br />iii) Time is of the essence with respect to this Agreement. <br />iv) The services to be performed under this Agreement consist of Basic Services, as <br />described and designated in Section 3 hereof. Compensation to the Provider for <br />Basic Services under this Agreement shall be as set forth herein. <br />2. Responsibilities of the Provider <br />a. Services to be provided. The Provider shall provide the County with all services <br />required in Section 3 to satisfactorily complete the Project within the time limitations <br />set forth herein and in accordance with the highest professional standards. <br />b. Standard of Care. <br />i) The Provider shall exercise reasonable care and diligence in performing services <br />under this Agreement in accordance with the highest generally accepted standards <br />of this type of Provider practice throughout the United States and in accordance <br />with applicable federal, state and local laws and regulations applicable to the <br />performance of these services. Provider is solely responsible for the professional <br />quality, accuracy and timely completion and/or submission of all work related to <br />the Basic Services. <br />2 <br />