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