2022-005-E-CJRD-UNC School of Medicine Department of Psychiatry-Managed Care Psychiatry Sevices and Jail Contract Psychiatry

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DocuSign Envelope ID: BA2C9714-6E23-4C44-906C-9D17CC0719D6 UNC SOM#22-0715 h. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement or the rights to payment to any other party without the written consent of the other. i. Indemnification. Provider agrees to defend, indemnify, and hold harmless the County, for all loss,liability,claims or expense(including reasonable attorney's fees)arising from bodily injury, including death or property damage, to any person or persons caused in whole or in part by the negligence or willful misconduct of the Provider, except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this section to require Provider to indemnify the County to the extent permitted under North Carolina law. Nothing in this section is intended to affect or abrogate the County's sovereign immunity defenses. j. Non-Appropriation. This Agreement is subject to the availability of funds to purchase the specified services and may be terminated at any time if such funds become unavailable. 8. Notice. The Parties hereto agree and understand that written notice,mailed or delivered,to the last known address shall constitute sufficient notice to the County and the Provider. All notices required and/or made pursuant to this Agreement to be given to the County and the Provides shall be in writing and mailed to the party addressed as follows: County: CJRD/Caitlin Fenhagen Provider: UNC School of Medicine, Orange County Department of Psychiatry Post Office Box 8181 Attention: Matthew O'Neal Hillsborough,NC 27278 372 Medical School Wing D Email: CB#7160 cfenhagen@orangecountync.gov Chapel Hill,NC 27599-7160 9. Entire Agreement. This Agreement, including any referenced attachments, constitutes the entire Agreement between the parties and shall supersede,replace or nullify any and all prior Agreements of understandings; written or oral, relating to the matters set forth herein, and any such prior Agreements or understandings shall have no force or affect whatsoever on this Agreement. The County and Provider have read this Agreement and agree to be bound by all of its terms,and further agree that this Agreement constitutes the complete and exclusive statement of the Agreement between the County and Provider. 10. Severability. All clauses found herein shall act independently of each other. If a clause is found to be illegal or unenforceable, it shall have no effect on the other provisions of this Agreement. It is understood by the parties hereto that if any part, term or provision of this Agreement is by the Courts held to be illegal or in conflict with any laws of the State of North Carolina or the United States,the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part,term or provision held to be invalid. 11. Signatures. 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 I IA and Article 40 of North Carolina General Statute Chapter 66. Orange County Managed Care Fund Performance Agreement Page 5 of 9 Rev. 912021