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3 <br /> <br />13. SURVIVAL: Survival of the representations, warranties, and indemnifications made by any party to <br />this Agreement shall survive the establishment of the new Area Authority. The representations, <br />warranties, and indemnifications hereunder shall not be affected or diminished by any investigation at <br />any time by or on behalf of the part for whose benefit the warranties and representations were made. <br />For purposes of this paragraph, the contract shall be construed as a continuing contract so as to bind <br />future boards to the extent permitted by law. <br /> <br />14. ASSIGNMENT: This Agreement shall not be assigned, in whole or in part, without the prior written <br />consent of the Parties. <br /> <br />15. NOTICE: Any and all notices, designations, consents, offers, acceptances, or any other <br />communications provided for herein shall be given in writing by registered or certified mail, return <br />receipt requested, to the respective Parties at the addresses listed below, unless each party has notified <br />the others of a different address by means of the notification formalities described in this paragraph. <br /> <br /> If to Alliance Health: Attention: Robert Robinson, CEO <br /> 5200 West Paramount Parkway, Suite 200 <br /> Morrisville, NC 27560 <br /> If to Orange County: Attention: Travis Myren, Deputy County Manager <br /> 300 West Tryon Street <br /> Hillsborough, NC 27278 <br /> <br />15. COMPLIANCE WITH LAWS: Alliance represents that it is in compliance with all Federal, State, <br />and local laws, regulations or orders, as amended or supplemented. The implementation of this <br />Contract shall be carried out in strict compliance with all Federal, State, and local laws. <br /> <br />16. AUDIT RIGHTS: For all Services being provided hereunder, County shall have the right to inspect, <br />examine, and make copies of any and all books, accounts, invoices, records and other writings <br />relating to the performance of the Services identified in this contract. Audits shall take place at times <br />and locations mutually agreed upon by both parties. Notwithstanding the foregoing, Alliance must <br />make the materials to be audited available within two (2) weeks of the request for them. <br />To the extent that any records constitute “protected health information” as that term is defined by the <br />Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), it is the intent of this <br />Section to allow the County to only receive the minimum necessary information in de-identified <br />and/or aggregated form only for the purpose of evaluating financial and reporting requirements under <br />this Agreement. Costs of any audit or review conducted under the authority of this section are the <br />responsibility of the County unless a material breach by Alliance is detected, in which case the <br />breaching party shall be responsible for the reasonable costs of the audit or review. <br /> <br />17. COUNTY NOT RESPONSIBLE FOR EXPENSES: County shall not be liable to Alliance for any <br />expenses paid or incurred by Alliance or any of their sub-contractors, unless otherwise agreed in <br />writing. <br />18. EQUIPMENT: Alliance shall supply, at its sole expense, all equipment, tools, materials, and/or <br />supplies required to provide Services hereunder, unless otherwise agreed in writing. <br />[Remainder of page left Blank, Signatures to follow] <br />Docusign Envelope ID: 6939F835-4D10-4E05-8326-795822210A3C