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DocuSign Envelope ID: 1D078E61-3408-4B43-8758-39AO9lBlBE00 <br /> • Commercial General $1,000,000 Each Occurrence <br /> Liability $2,000,000 Aggregate <br /> • Automobile Liability $500,000 Combined Single Limit <br /> • Professional Liability $1,000,000 Each Occurrence <br /> $2,000,000 Aggregate <br /> c. All insurance policies (with the exception of Worker's Compensation and Professional <br /> Liability)required under this Agreement shall name the County as an additional insured <br /> party and as a certificate holder. Evidence of such insurance and all correspondence shall <br /> be sent to: <br /> Orange County Risk Manager <br /> Post Office Box 8181 <br /> Hillsborough,NC 27278 <br /> d. Nothing in this section is intended to affect or abrogate the County's sovereign immunity <br /> defenses. <br /> 7. Relationship of the Parties. Provider is an independent contractor of the County. Provider <br /> represents that they have or will secure, at his own expense, all personnel required in performing <br /> the services under this Agreement. Such personnel shall not be employees or have any contractual <br /> relationship with the County. All personnel engaged in work under this Agreement shall be fully <br /> qualified and shall be authorized and permitted under federal, state and local law to perform such <br /> services. <br /> 8. Compliance with all Laws. The Provider, at its sole expense, shall comply with all laws, <br /> ordinances, orders and regulations of the federal, state or local governments, as well as their <br /> respective departments, commissions, boards, and officers, which are in effect at the time of <br /> execution of this Agreement or are adopted at any time following execution of this agreement. <br /> 9. Subcontract. The County and Provider deem the services provided under this Agreement to be <br /> personal in nature and Provider may not subcontract any rights or duties under this Agreement to <br /> any other party without prior written consent from the County. <br /> 10. Limitation and Assignment. The County and the Provider each bind themselves,their successors, <br /> assigns and legal representatives to the terms of this Agreement. Neither the County nor the <br /> Provider shall assign or transfer its interest in this Agreement or the rights to payment to any other <br /> parry without the written consent of the other. <br /> 11. Indemnification. Provider agrees to defend,indemnify,and hold harmless the County,for all loss, <br /> liability, claims or expense (including reasonable attorney's fees) arising from bodily injury, <br /> including death or property damage, to any person or persons caused in whole or in part by the <br /> negligence or willful misconduct of the Provider, except to the extent same are caused by the <br /> negligence or willful misconduct of the County. It is the intent of this section to require Provider <br /> to indemnify the County to the extent permitted under North Carolina law. Nothing in this section <br /> is intended to affect or abrogate the County's sovereign immunity defenses. <br /> 12. Non-Appropriation. This Agreement is subject to the availability of funds to purchase the <br /> specified services and may be terminated at any time if such funds become unavailable. <br /> 13. Non-Discrimination. Provider agrees as part of consideration of the granting of funds by Orange <br /> County the parties hereto for themselves,their agents, officials, employees and servants agree not <br /> to discriminate in any manner of these basis of race, color, gender, national origin, age, handicap, <br /> (Mgencys Name)) <br /> Orange County Cardinal Managed Care Fund Performance Agreement Page 4 of 9 <br /> Rev. 112021 <br />