2023-544-E-Health Dept-Transplanting Traditions -Outside Agency Agreement

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Orange County Outside Agency Performance Agreement Page 6 of 10 Rev.06/23 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. k. 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. l.Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. m.Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Provider’s Name Transplanting Traditions Attention: Ree Ree Wei Address: 2912 B Jones Ferry Rd. Chapel Hill, NC 27516 Orange County Attention: Kimberlee Quatrone P.O. Box 8181 Hillsborough, NC 27278 Email:kquatrone@orangecountync.gov Email: hrwei@transplantingtraditions.org n. 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 11A and Article 40 of North Carolina General Statute Chapter 66. IN WITNESS WHEREOF, the Orange County and the Provider have signed this Agreement, effective on the last date this Agreement is signed by both parties as indicated by the dates set forth under signatures below. For and on behalf of the Provider _____________________________ _______________________ Ree Ree Wei, Executive Director Date For and on behalf of Orange County Government _______________________________ ________________________ Bonnie Hammersley, County Manager Date DocuSign Envelope ID: D2C31311-1A1A-4A30-9007-2F17D64E6227 9/26/2023 10/5/2023