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DocuSign Envelope ID:32C22978-D1B8-4515-AD1A-21853E88FAA8 <br /> PROFESSIONAL SERVICES AGREEMENT <br /> THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made and entered <br /> into by and between Orange County, North Carolina, a body politic and political subdivision of the <br /> State of North Carolina on behalf of the Orange County Health Department (hereinafter referred to as <br /> the "OCHD"), and Planned Parenthood South Atlantic Inc., a North Carolina nonprofit corporation <br /> (hereinafter referred to as "PPSAT") and is effective the 5t1i day of October, 2018 (the "Effective Date"). <br /> RECITALS <br /> WHEREAS, the OCHD is a local governmental entity devoted to improving the health of the <br /> citizens of Orange County,North Carolina(the"Conn "); <br /> WHEREAS,PPSAT presently maintains and operates a health care clinic located in Chapel Hill, <br /> North Carolina (the "Facili ") at which PPSAT and its licensed professionals provide vasectomies and <br /> related patient counseling services(the"Subject Services")to County residents; <br /> WHEREAS, OCHD desires to engage PPSAT, and PPSAT desires to provide to OCHD, the <br /> Subject Services for eligible men pursuant to the terms of this Agreement. <br /> NOW, THEREFORE, in consideration of the terms, conditions, covenants, agreements and <br /> obligations herein stated,it is mutually agreed by and between the parties as follows: <br /> 1. Duties of PPSAT. <br /> 1.1 Provision of Medical Staff. During the term of this Agreement, PPSAT shall provide <br /> licensed physicians and such physician extenders (Nurse Practitioner(s) or Physician <br /> Assistant(s)) (hereafter collectively referred as "Medical Professionals"), and/or nurses <br /> and/or medical assistants ("Medical Assistants") as may be necessary to provide the <br /> Subject Services at the Facility to patients. PPSAT shall ensure that its Medical <br /> Professionals and Medical Assistants perform the Subject Services in a manner consistent <br /> with the standards of professional ethics and practice and in accordance with all <br /> requirements of applicable professional associations and all local, state and federal laws. <br /> 1.2 Provision of Space. At all times during the existence of this Agreement, PPSAT shall, at <br /> its own cost, operate and maintain the Facility in conformity with all applicable federal, <br /> state and local laws, rules and regulations, including pertinent licensure requirements. <br /> PPSAT shall obtain or cause to be obtained and shall maintain or cause to be maintained, <br /> at PPSAT's sole expense, any and all licenses or permits required in connection with the <br /> operation of the Facility including, without limitation, the performance of all Subject <br /> Services required under this Agreement. <br /> 1.3 Provision of Equipment and Supplies. PPSAT shall, at its own cost, be responsible for <br /> and shall make available or cause to be made available all equipment, supplies <br /> (including, without limitation, all anesthetics or other drugs), trained personnel, and <br /> support services reasonably required needed to enable, allow and permit PPSAT to <br /> perform the Subject Services at the Facility and discharge its duties under this Agreement <br /> in conformity with all applicable and reasonable standards of care. <br /> 30843134 v3 <br />