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Prime Health Services, Inc. <br /> County Master Services Agreement <br /> <br />5 | 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 />7.4 Severability. If a portion of this Agreement is invalid or unenforceable, such portion <br />shall be ineffective only to the extent of the invalidity or unenforceability, and the remaining <br />portions shall nevertheless be valid, enforceable, and of full force and effect. <br /> <br />7.5 Waiver. The waiver by either Party of any breach of, or failure to insist upon <br />strict compliance with, any provision of this Agreement, shall not be construed as a waiver of <br />any subsequent breach of or failure of strict compliance with the same or any other provision. The <br />failure to exercise any right hereunder shall not operate as a waiver of such right. All rights and <br />remedies provided for herein are cumulative. <br /> <br />7.6 Entire Agreement. This Agreement, including any exhibits or attachments hereto, <br />contains all of the terms and conditions agreed upon by the Parties regarding the subject matter of <br />this Agreement and supersedes any prior agreements, negotiations or representations, either oral <br />or written, relating to the subject matter of this Agreement. <br /> <br />7.7 Execution in Counterparts. This Agreement may be executed in counterparts, each <br />of which shall be deemed to be an original and taken together shall constitute a single instrument. <br /> <br />7.8 Assignment. Neither Party shall assign, subcontract, or delegate its rights, duties or <br />obligations hereunder unless the other Party approves of such assignment, subcontract, or <br />delegation by prior written consent. This Agreement shall be binding upon and inure to the benefit <br />of the Parties and their respective successors and assigns. <br /> <br />7.9 Exhibits. In a conflict between the provisions of any exhibit or attachment hereto <br />and this base Agreement, the provisions of the exhibits and attachments shall control. <br /> <br />7.10 Force Majeure. A Party’s obligations shall be excused during any period of delay <br />or inability to provide services caused by matters such as strikes, acts of God, shortages of raw <br />materials or power, an inability to obtain products or services after using its best efforts to do so, <br />governmental action or compliance with governmental requirements, whether voluntary or <br />pursuant to order, or any other matter beyond the reasonable efforts of the Party to control. <br /> <br />7.11 No Third Party Beneficiary. This Agreement is not a third party beneficiary contract <br />and shall not establish rights or remedies of Covered Persons or any third parties. <br /> <br />7.12 Public Records Provisions. PHS shall retain public records concerning this <br />Agreement for at least three (3) years after final payment is made. SHERIFF reserves the right to <br />access such records for an inspection or audit during normal business hours, upon five days prior <br />written notice to PHS. Public records include any document, letter, map, photograph, book, tape, <br />film, sound recording, data processing software, or other material, regardless of the physical form, <br />characteristics, or means of transmission, made or received pursuant to law or ordinance or in <br />connection with the transaction of official business between PHS and SHERIFF. <br /> <br />IN WITNESS WHEREOF, the undersigned Parties have executed this Agreement as of the <br />Effective Date. <br />DocuSign Envelope ID: CC7A4A66-ACFF-408E-A299-938E0666EA49