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DocuSign Envelope ID: BA2C9714-6E23-4C44-906C-9D17CC0719D6 UNC SOM#22-0715 <br /> v. Failure to adhere to the terms of applicable county,state or federal laws,regulations, <br /> or stated public policy. <br /> e. In the event of default by the Provider,the county may elect to terminate this Agreement,in <br /> whole or in part and/or require the Provider to repay the funds within ten(10)business days <br /> from written notice of default. The County may (but shall not be required to) grant the <br /> Provider an opportunity to cure the default without termination of this Agreement. This <br /> clause shall not be interpreted to limit the County's remedies in law or in equity. <br /> f. Notwithstanding the foregoing,either party may terminate the agreement at any time without <br /> penalty;provided written notice of such termination is furnished to the other party at least 30 <br /> days prior to termination. In the event of such termination,any payment due shall be prorated <br /> to the date of termination and any unused funds shall be returned to the County within 10 <br /> days of termination. <br /> g. Any termination of this Agreement for default under this section that is later deemed to be <br /> unjustified shall be deemed a termination for convenience. <br /> h. Waiver. Payment of any sums by the County under this Agreement or the failure of the <br /> County to require compliance by the Provider with any provisions of this Agreement or the <br /> waiver by the County of any breach of this Agreement shall not constitute a waiver of any <br /> claim for damages by the County for any breach of this Agreement or a waiver of any other <br /> required compliance with this Agreement. <br /> 5. Responsibilities of the County. <br /> Cooperation and Coordination. The County has designated(Caitlin Fenhagen)to act as the <br /> County's representative with respect to the Project who shall have the authority to render <br /> decisions within guidelines established by the County Manager or the County Board of <br /> Commissioners and who shall be available during working hours as often as may be <br /> reasonably required to render decisions and to furnish information. <br /> 6. Insurance. <br /> a. General Requirements. The Provider shall provide adequate professional liability self- <br /> insurance for the Provider and its personnel who provide services described in this <br /> Agreement. The professional liability insurance shall cover personal injury by the persons <br /> performing services under this Agreement in the amount of at least $1 million, per <br /> occurrence, $2 million aggregate. <br /> b. Evidence of Insurance.Evidence of such insurance shall be furnished to the County,together <br /> with evidence that each policy provides the County with not less than thirty(30) days prior <br /> written notice of any cancellation,non-renewal or reduction of coverage. <br /> c. Nothing in this section is intended to affect or abrogate the County's sovereign immunity <br /> defenses. <br /> 7. General Provisions. <br /> a. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of <br /> respective parties hereunder shall be governed by the laws of the State of North Carolina.By <br /> executing this Agreement Provider affirms that Provider and any subcontractors of Provider <br /> are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General <br /> Orange County Managed Care Fund Performance Agreement Page 3 of 9 <br /> Rev. 912021 <br />