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1 <br /> <br /> <br />UNC SOM # 25-0153.t001 <br /> <br /> <br />PROFESSIONAL SERVICES AGREEMENT BETWEEN ORANGE COUNTY AND <br />THE UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL <br /> <br />THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”), made and <br />entered into this 1st day of July 2025 (the “Effective Date”), is by and between Orange County, <br />North Carolina, a political subdivision of the State of North Carolina ("County") and the University <br />of North Carolina at Chapel Hill, for and on behalf of its School of Medicine, Department of <br />Health Sciences, Division of Occupational Science and Occupational Therapy with its principal <br />office located in Chapel Hill, Orange County, North Carolina ("Provider"). <br /> <br />WITNESSETH: <br /> <br />WHEREAS, County requires certain coordination and support of the Orange County Master <br />Aging Plan (MAP) Project (the “Project”) as more fully described in Attachment A, Services, <br />attached hereto and incorporated herein by reference (the “Services”), and desires Provider to <br />provide such Services; and <br /> <br />WHEREAS, Provider is qualified to perform and willing to provide the Services. <br /> <br />NOW, THEREFORE, the County and Provider, for the consideration herein named, do <br />hereby agree as follows: <br /> <br />1. Responsibilities of the Provider <br /> <br />a. Services to be Provided. The Provider shall provide the County with the Services and <br />satisfactorily complete the Project within the time limitations set forth herein. <br /> <br />b. Standard of Care and Performance. <br /> <br />i) Provider shall exercise reasonable care and diligence in performing Services under <br />this Agreement in accordance with generally accepted standards of this type of <br />Provider practice within its surrounding community and in accordance with <br />applicable federal, state and local laws and regulations. Provider is solely <br />responsible for the professional quality, accuracy and timely completion and <br />submission of all work related to the Services. <br /> <br />ii) Provider shall correct any and all material errors, omissions, discrepancies, <br />ambiguities, mistakes, or conflicts at no additional cost to the County; this is the <br />sole remedy for County. <br /> <br />2. Services <br /> <br /> Services. The Provider shall provide the Services pursuant to Attachment A to this Agreement. <br /> <br />3. Duration of Services <br /> <br />a. Term. The term of this Agreement shall run from the Effective Date through June 30, <br />2026 (the “Initial Term”). Thereafter, this Agreement may be successively renewed for <br />additional periods of time (each, a “Renewal Term” and collectively, together with the Initial <br />Term, the “Term”) upon mutual written agreement of the parties. <br />Docusign Envelope ID: 2BEB4D47-96D3-4A70-B853-158266C27ACD