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6 <br />Orange County Outside Agency Fund and Managed Care Fund Performance Agreement <br />Revised 10/2021 <br /> <br />g. Subcontract. The County and Provider deem the services provided under this Agreement <br />to be personal in nature and Provider may not subcontract any rights or duties under this <br />Agreement to any other party without prior written consent from the County. <br /> <br />h. Assignment. The Provider shall not assign this Agreement, including the rights to payment, <br />to any other party without the prior written consent of the County. <br /> <br />i. Indemnification. Provider agrees to defend, indemnify, and hold harmless the County, for <br />all loss, liability, claims or expense (including reasonable attorney's fees) arising from bodily <br />injury, including death or property damage, to any person or persons caused in whole or in <br />part by the negligence or willful misconduct of the Provider, except to the extent same are <br />caused by the negligence or willful misconduct of the County. It is the intent of this section <br />to require Provider to indemnify the County to the extent permitted under North Carolina <br />law. Nothing in this section is intended to affect or abrogate the County’s sovereign <br />immunity defenses. <br /> <br />j. 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 /> <br />k. Severability. All clauses found herein shall act independently of each other. If a clause is <br />found to be illegal or unenforceable, it shall have no effect on the other provisions of this <br />Agreement. It is understood by the parties hereto that if any part, term or provision of this <br />Agreement is by the Courts held to be illegal or in conflict with any laws of the State of North <br />Carolina or the United States, the validity of the remaining portions or provisions shall not <br />be affected, and the rights and obligations of the parties shall be construed and enforced as if <br />the Agreement did not contain the particular part, term or provision held to be invalid. <br /> <br />l. Entire Agreement. This Agreement represents the entire and integrated agreement between <br />the County and the Provider and supersedes all prior negotiations, representations or <br />agreements, either written or oral. This Agreement may be amended only by written <br />instrument signed by both parties. Modifications may be evidenced by facsimile signatures. <br /> <br />m. Notices. Any notice required by this Agreement shall be in writing and delivered by certified <br />or registered mail, return receipt requested to the following: <br /> <br />Orange County Provider’s Name Club Nova Community, Inc. <br />Attention: Kimberlee Quatrone Attention: Karen Kincaid Dunn <br />P.O. Box 8181 Address: 103-D West Main Street <br />Hillsborough, NC 27278 Carrboro, NC 27510 <br />Email:kquatrone@orangecountync.gov Email: karendunn@nc.rr.com <br /> <br />n. Signatures. This Agreement together with any amendments or modifications may be <br />executed electronically. All electronic signatures affixed hereto evidence the intent of the <br />Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter <br />66. <br /> <br /> <br /> <br /> <br />[SIGNATURE PAGE TO FOLLOW] <br /> <br /> <br />DocuSign Envelope ID: 11DA72B8-CC83-439E-A25C-F64DE607C614