2017-263-E Health - Robert Dupuis for pharmacy services

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DocuSign Envelope ID:90CC09F4-5057-4B 1 F-AC03-CF23967BA7A0 6. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County 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 Provider. 7. Termination: This Agreement may be terminated at any time without cause by either Party upon sixty(60) days written notice. This agreement may be terminated with cause at any time by either party upon at least 30 days prior written notice to the other party upon default of one or more of its obligations hereunder,unless such default is cured within 30 days of the notice of termination. 8. Entire Agreement: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced by telefacsimile signature. 9. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. Provider shall at all times remain in compliance with all applicable local, state, and federal laws,rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Anti-Discrimination Policy. Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider affirms that Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58. 10. Non Appropriation: Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. 11. Signature: This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 1 1 A and Article 40 of North Carolina General Statute Chapter 66. 12. Priority: In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms herein shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement, except the Business Associate Agreement. IN WITNESS WHEREOF,Orange County and the Provider have signed this Agreement, effective as of the day first written above. OR GE'+S tNTY PR Hdred by: �jbin,l�It tkeumwtt,YSt 1 u I°dltArt f. Ou.�ltiS By: 0637994B755E477... BY: aoaFRRSeaEnoaaa Bonnie Hammersley., County Manager Robert E. Dupuis,Pharm.D, BCPS 200 S. Cameron St. 205 Kenilworth Place P.O. Box 8181 Chapel Hill NC, 27516 Hillsborough,NC 27278 Revised 6/16 3