2014-483 Health - UNC-Chapel Hill to provide services in reference to medical director services, general consultation and clinical services $145,416

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E —Please return this copy to the Clerk to the Board's NORTH CAROLINA office for permanent agenda file. SERVICES AGREEMENT OVER$25,000.00 ORANGE COUNTY This Services Agreement (herinafter "Agreement"), made and entered into this first day of July, 2014, ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County") on behalf of the Orange County Health Department (hereinafter, "OCHD")and The University of North Carolina at Chapel Hill (hereinafter referred to as "Provider" or "University") on behalf of its Department of Family Medicine in the School of Medicine, (hereinafter, the "Department"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to the County for Medical Director Services, including the professional "General Consultation" and "Clinical Services" identified in Section 3, Basic Services, below. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work related to the Basic Services. 1