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Prime Health Services, Inc. <br /> County Master Services Agreement <br /> <br />2 | P a g e <br />Copyright © 2014 – Prime Health Services, Inc. <br />County Corrections MSA - v1.0 - created 12/1/13; updated 12/6/17 <br /> <br />2.3 Provider's Responsibility for Medical Services. SHERIFF agrees that neither <br />PHS nor SHERIFF shall be liable for, nor will they exercise control or direction over, the manner <br />or method by which a Participating Provider renders health care services to Covered Persons, <br />and that PHS cannot obligate or force its providers to medically treat Covered Persons. <br />Participating Providers shall be solely responsible for the treatment, medical care, and maintenance <br />of their relationships with Covered Persons. <br /> <br />2.4 State Mandated Language. By executing this Agreement, PHS certifies that it has <br />not been identified, and has not utilized the services of any agent or subcontractor identified, on <br />the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement, <br />PHS certifies that it has not been identified, and has not utilized the services of any agent or <br />subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. By <br />executing this Agreement, PHS affirms it is and shall remain in compliance with Article 2 of <br />Chapter 64 of the North Carolina General Statutes. In determining the basic services to be <br />provided, should any documents be referenced in or attached to this Agreement, the terms herein <br />shall have priority in any conflict between the terms of referenced documents and the terms of this <br />Agreement. <br /> <br />2.5 Non-discrimination. PHS shall at all times during the term of this Agreement remain <br />in compliance with all applicable local, state, and federal laws, rules, and regulations including but <br />not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the <br />Orange County Non-Discrimination Policy (the policy is incorporated herein by reference and may <br />be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) <br />Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and <br />SHERIFF may immediately terminate this Agreement without further obligation on the part of <br />SHERIFF. This paragraph is not intended to limit and does not limit the definition of breach to <br />discrimination. <br /> <br />3.0 RESPONSIBILITIES OF SHERIFF <br /> <br />3.1 Offering of SHERIFF. SHERIFF agrees to use PHS as its preferred cost <br />containment vendor on a claim-by-claim basis for the term of this Agreement. <br /> <br />3.2 PHS Service Fee. SHERIFF shall pay PHS a fee, as specified in Exhibit 1.0, for <br />performing its responsibilities under this Agreement. <br /> <br />3.3 Confidentiality of Discounts. PHS discounts, fees, and other plan information <br />must not be shared or passed to another organization without PHS’s prior written consent. <br /> <br />4.0 INDEMNIFICATION, LEGAL DEFENSE, AND DISPUTES <br /> <br />4.1 Indemnification. Each Party shall indemnify, defend and hold harmless the other <br />Party from and against, and in respect to, any and all claims or liabilities, including reasonable <br />attorneys' fees, that the other Party incurs or suffers, which arise out of or relate to any of the <br />indemnifying Party’s acts or omissions or any breach by the indemnifying Party of its <br />DocuSign Envelope ID: CC7A4A66-ACFF-408E-A299-938E0666EA49