2011-414 Health - UNC Hospital - Interim Health Director Service Agreement

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c. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. d. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the University 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. The County hereby agrees with the University that, in their educational and/or employment practices, County and the University will comply with such state and federal non-discrimination laws as may be applicable to it in the performance of this agreement. f. Conduct of Service. The University 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 and the County 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. University 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 University 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 Revised May 2011 6 {00046427. DOC}