2021-463-E-Health-Chapel Hill Downtown Partnership-Chapel Hill Downtown Partnership-Assist with funding position

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Page 3 of 4 Governance: In addition to the supervisory responsibilities of the Partnership and Partnership’s Executive Director, there shall be an Executive Committee of the Coalition that meets at least monthly during the period of the MOU. The Executive Committee shall be comprised of designees of the Town Manager of Chapel Hill, the University Vice Chancellor for Student Affairs, and the Orange County Health Director. The total number of designees shall be no less than 3 (three) and no more than 6 (six). The Executive Committee will assist, with the Director, in goal setting, establishment of metrics of success, prioritization of Coalition action, and offer input on new initiatives, quarterly Coalition meetings, and new community partners to invite into the organization. The Executive Committee will provide Coalition updates to Town, University, and Health Department leadership on a monthly basis. Hold Harmless: The Partnership agrees to defend, indemnify, and hold harmless the County from all loss, liability, claims or expense (including reasonable attorneys’ fees) arising from any injury, death, or damages caused in whole or in part by the negligence or willful misconduct of the Partnership, including the Director, except to the extent caused by the negligence or willful misconduct of the County. Amendments: This MOU may be amended, in writing, by mutual agreement of the Parties. Term: This MOU is established for three years, from September 1, 2021 – August 31, 2024. Non-Appropriation Clause: The Parties acknowledge that County is a governmental entity, and the contract validity is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and/or not appropriated for the performance of County, obligations under this contract, then this contract shall automatically expire without penalty to the County thirty (30) days after written notice to Contractor of the unavailability and/or non-appropriation of public funds. It is expressly agreed that the County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this contract but only as an emergency fiscal measure during a substantial fiscal crisis, which affects generally its operations. Termination: The Parties, collectively and individually, reserve the right to terminate the Agreement for any reason upon 90 days written notice. Governing Law: This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement, Partnership affirms that Partnership and any subcontractors of Partnership are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Partnership certifies that Partnership has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147- 86.58. By executing this Agreement Partnership certifies that Partnership has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. DocuSign Envelope ID: D0AB68EE-7A01-4A15-841B-60900F644BDC