Agenda - 05-17-2011- 5e - Laserfiche WebLink

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d. Entire Agreement. This Agreement represents the entire and integrated agreement 11 between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. e. Nondiscrimination. OCHD hereby agrees with the University that, in their educational and/or employment practices, OCHD and the University will comply with such state an,d federal non-discrimination laws as may be applicable to it in the performance of this agreement. f. Conduct of Service. The Department shall abide by pertinent rules and regulations of OCHD, Orange County, and the North Carolina Department of Health and Human Services in the conduct of service. g. Confidentiality. The University, the Department and OCHD shall comply with such confidentiality laws as may be applicable in the performance of this agreement and acknowledge that in receiving, storing,. processing .or otherwise dealing with any confidential information, they will safeguard and not further disclose the information except as permitted by the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, as amended, and the provisions of the Business Associate Agreement which is attached hereto and incorporated herein by reference. h. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. i. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without. penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Attention: Health Director P.O. Box 8181 Provider's Name Warren P. Newton, MD 590 Manning Drive 10