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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 <br />THE UNIVERSITY OF <br />NORTH CAROLINA HOSPITALS <br />Chris Ellington <br />Executive Vice President and <br />Chief Financial Officer <br />FOR AND ON BEHALF OF <br />ORANGE COUNTY <br />Bonnie B. Hammersley <br />County Manager <br />Date: Date: (G` s"? <br />P.O. Box 8181 <br />Hillsborough, NC 27278 <br />