2014-570 HR - UNC Department of Family Medicine to Provide Health Screening and Health Coaching for Orange County Employees $25,000

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next invoice or as soon thereafter as reasonably practicable. Payment shall be subject to provisions of Section 3(d). c. Disputes. In the event the amount stated on an invoice is disputed by the COUNTY, the COUNTY may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should the UNIVERSITY fail to perform its duties under the terms of this Agreement,the COUNTY may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. d. Additional Services. The COUNTY shall not be responsible for costs related to any services in addition to the Basic Services performed by the UNIVERSITY unless the COUNTY requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 3. The term of this agreement shall be from June 1, 2014 through June 30, 2015. 4. The person(s) whose services are to be provided pursuant to this agreement is (are) for all purposes an employee of the UNIVERSITY. The UNIVERSITY will provide professional liability coverage for the providers of the patient care services provided under this contract. The UNIVERSITY shall provide the COUNTY with evidence of professional liability insurance in the amount of at least 1 million/3 million upon request. 5. Indemnity: The Parties agree to defend, indemnify, and hold each other harmless from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death,to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the other to the extend provided by North Carolina law. 6. Termination. Either party may terminate this agreement or its renewals at any time without penalty provided that written notice of such termination is furnished to the other party at least sixty(60) days prior to the termination. In the event of such termination any payments due shall be based on services rendered. 7. The COUNTY and the UNIVERSITY hereby agree that in their service, educational and/or employment practices each will comply with such non- discrimination laws as may be applicable to them in the performance of this agreement. 8. This agreement contains the entire understanding of the parties and shall not be altered, amended or modified except by an agreement in writing executed by the duly authorized officials of both parties.