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CONFIDENTIAL. DRAFT CONFIDENTIAL DRAFT AMENDED AND RESTATED ON -SITE MEDICAL SERVICES AGREEMENT THIS AMENDED AND RESTATED ON -SITE MEDICAL SERVICES AGREEMENT (this " Agreement ') is made and entered effective as of , 2015 by and between THE CHARLOTTE- MECKLENBURG HOSPITAL AUTHORITY d /b /a Carolinas HealthCare System ( " CMHA "), CAROLINAS PHYSICIANS NETWORK, INC. d/b /a Carolinas HealthCare On -Site ( " CPN ") and CABARRUS COUNTY, a political subdivision of the State of North Carolina ( " Employer "). CMHA and CPN shall be collectively referred to herein as " Employer desires for its employees and spouses and dependents (2 years old and up) of its employees (each a " Clinic User and collectively, " CIinic Users ") to have access to certain medical services and wellness services provided by advanced clinical practitioners and other personnel, if applicable, at Employer's facilities located at 845 Church St. Commons, Ste. 101, Concord, NC 28026 ( " Facility "). CHS employs advanced clinical practitioners and other personnel, and desires to provide Employer with such personnel to provide certain services to the Clinic Users as described herein. CHS and Employer entered into an On -Site Medical Services Agreement dated , 2015 (the " Services Agreement ") and a Wellness Services Agreement with Employer dated March 10, 2015 (the " Wellness Agreement "). CHS and Employer desire to modify certain terms of the Services Agreement and the Wellness Agreement and amend and restate such agreements under this Agreement for ease of reference. Accordingly, Employer and CHS hereby enter into this Amended and Restated On- Site Medical Services Agreement, which supersedes the Services Agreement and the Wellness Agreement as of the Opening Date (as defined in Section 2 below). Therefore, the parties agree as follows: 1. Term The initial term of this Agreement commenced on February 2, 2015 and will end at midnight on June 30, 2016 (the " Initial Term "), unless earlier terminated pursuant to Section 13. After the Initial Term, this Agreement will automatically renew for successive one (1) year terms (each, a " Renewal Tenn ") unless earlier terminated pursuant to Section 13. The Initial Term and the Renewal Terms, if any, will be referred to collectively herein as the " 2. Services Provided to Employer CHS will provide to Employer the services set forth in Exhibit A , attached hereto and incorporated herein by reference ( " CHS Services "), commencing as of the date upon which the initial upfit of the Clinic Area is completed and notice is provided by CHS to Employer that the Clinic Area is open for CHS Services (the " Opening Date "). 3. Compensation Employer will compensate CHS for the services provided pursuant to this Agreement as set forth in Exhibit B , attached hereto and incorporated herein by reference. Additionally, Employer shall pay for the following materials and services provided by CHS under this Agreement: (i) laboratory tests and vaccinations, (ii) medical supplies (including, without limitation, vaccines, syringes, bandages, dressings, splints, and sutures), (iii) Information Systems ( "IS ") equipment, software and labor costs ( " Materials "), (iv) supplies and furnishings for four (4) exam rooms ( " Exam Room Materials ") within the Clinic Area (as defined in Section 4), which costs are more particularly described on Exhibit B , attached hereto and incorporated herein by reference. 4. Ern lover's Obligations. Employer will provide CHS with space (including office furnishings for same) at the Facility (the " Clinic Area ") for use by CHS and its employees in perfonnance of the services hereunder and such Clinic Area shall be in compliance with all local, state and federal laws, regulations, ordinances, rules and orders including, without limitation, OSHA requirements. The On -Site Agt at Employer— Cabaerus County v.5 {� t F -3 Page 230