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Orange County Opioid Funding Agency Performance Agreement <br />Rev.07/25 <br />Page 5 of 10 <br />e. Compliance with all Laws. The Provider, at its sole expense, shall comply with all laws, <br />ordinances, orders and regulations of the federal, state or local governments, as well as their <br />respective departments, commissions, boards, and officers, which are in effect at the time of <br />execution of this Agreement or are adopted at any time following execution of this agreement. <br /> <br />f. Subcontract. The County and Provider deem the services provided under this Agreement to <br />be personal in nature and Provider may not subcontract any rights or duties under this <br />Agreement to any other party without prior written consent from the County. <br /> <br />g. Assignment. The Provider shall not assign this Agreement, including the rights to payment, <br />to any other party without the prior written consent of the County. <br /> <br />h. Indemnification. Provider agrees to defend, indemnify, and hold harmless the County, for <br />all loss, liability, claims or expense arising from bodily injury, including death or property <br />damage, to any person or persons caused in whole or in part by the negligence of the Provider, <br />except to the extent same are caused by the negligence of the County. It is the intent of this <br />section to require Provider to indemnify the County to the extent permitted by the North <br />Carolina Tort Claims Act. Nothing in this section shall be construed as a waiver of any <br />defenses or immunities available to either party under North Carolina law, including but not <br />limited to sovereign immunity and governmental immunity. <br /> <br />i. Non-Appropriation. This Agreement is subject to the availability of funds to purchase the <br />specified services and may be terminated at any time if such funds become unavailable. <br /> <br />j. Severability. All clauses found herein shall act independently of each other. If a clause is <br />found to be illegal or unenforceable, it shall have no effect on the other provisions of this <br />Agreement. It is understood by the parties hereto that if any part, term or provision of this <br />Agreement is by the Courts held to be illegal or in conflict with any laws of the State of North <br />Carolina or the United States, the validity of the remaining portions or provisions shall not <br />be affected, and the rights and obligations of the parties shall be construed and enforced as if <br />the Agreement did not contain the particular part, term or provision held to be invalid. <br /> <br />k. Entire Agreement. This Agreement represents the entire and integrated agreement between <br />the County and the Provider and supersedes all prior negotiations, representations or <br />agreements, either written or oral. This Agreement may be amended only by written <br />instrument signed by both parties. Modifications may be evidenced by facsimile signatures. <br /> <br />l. Notices. Any notice required by this Agreement shall be in writing and delivered by certified <br />or registered mail, return receipt requested to the following: <br /> <br /> <br />Orange County The University of North Carolina at Chapel Hill <br />Attention: Kimberlee Quatrone Attention: Penny Gordon-Larsen <br />P.O. Box 8181 104 Airport Dr., Suite 2200 <br />300 W. Tryon St. Chapel Hill, NC 27599 <br />Hillsborough, NC 27278 Email: SponsoredPrograms@unc.edu <br />Email:kquatrone@orangecountync.gov <br /> <br />m. Signatures. This Agreement together with any amendments or modifications may be <br />executed electronically. All electronic signatures affixed hereto evidence the intent of the <br />Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter <br />66. <br /> <br /> <br /> <br />Docusign Envelope ID: 29556FD2-008F-43BA-A984-596F90EB929E