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UNCH#649 <br /> 12. In the event that a party waives any provision of this Agreement, it will not be <br /> deemed to have waived that provision at any other time or to have waived any other provision. <br /> 13. This Agreement contains the entire understanding of the parties and shall not be <br /> altered, amended or modified, except by an agreement in writing, executed by the duly <br /> authorized officials of both parties. <br /> 14. The laws of the State of North Carolina shall govern the validity and interpretation of <br /> the provisions,terms and conditions of this Agreement. <br /> 15. The parties agree that the compensation provided herein has been determined in <br /> arm's length bargaining, is consistent with fair market value in arm's-length transactions, and is <br /> paid pursuant to an agreement that is commercially reasonable and for identifiable services. <br /> Furthermore, the County's compensation is not and has not been determined in a manner that <br /> takes into account the volume or value of any referrals or business otherwise generated for or <br /> with respect to The Hospital or between the parties for which payment may be made in whole or <br /> in part under Medicare, or any state health care program, or under any other payor program. <br /> 16. The County represents and warrants that neither it nor any of its employees rendering <br /> a component of the services hereunder has: (i) been convicted of a criminal offense related to <br /> health care (unless it or such individual has been officially reinstate into the Federal healthcare <br /> programs by the Office of Inspector General ("OIG") and provided proof of such reinstatement <br /> to Hospital); (ii) been under sanction, exclusion or investigation (civil or criminal) related to <br /> healthcare by any Federal or state enforcement, regulatory, administrative or licensing agency or <br /> is ineligible for Federal or state program participation; or(iii) been listed on the General Services <br /> Administration's List of Parties Excluded from the Federal Procurement and Non-Procurement <br /> Programs or the OIG's List of Excluded Individuals/Entities. The County shall immediately <br /> notify the Hospital, in writing, of any such conviction, sanction, exclusion, investigation or <br /> listing of the County or such individual employees. <br /> IN WITNESS WHEREOF, the parties have hereunto signed this Agreement in their <br /> official capacities of the day and year listed below. <br /> FOR AND ON BEHALF OF FOR AND ON BEHALF OF <br /> THE UNIVERSITY OF ORANGE COUNTY <br /> NORTH CAROLINA HOSPITALS <br /> ✓Chris Ellington Bonnie B. Hammersley <br /> Executive Vice President and County Manager <br /> Chief Financial Officer z� <br /> Date: Date: I 3 / <br /> P.O. Box 8181 <br /> Hillsborough,NC 27278 <br />