Orange County NC Website
DocuSign Envelope ID: 97E04238- A5D4- 41EE- ACB6- DDF028BB5823 <br />16. MISCELLANEOUS -All schedules, if any, attached hereto are hereby incorporated by reference and made a <br />part hereof. The term "agreement" as used herein shall be deemed to include all such schedules. All words <br />and phrases in this agreement shall be construed to include the singular or plural number, and the masculine, <br />feminine or neuter gender, as the context requires. This agreement (together with any schedules attached and <br />documents incorporated herein) constitutes the entire agreement between the parties, oral or written between <br />the parties. This agreement may not be assigned by Client without the consent of Company. No modification <br />of this agreement, except changes to Company's rate schedule, as provided for herein, shall be binding unless <br />in writing, attached hereto, and signed by the party against which it is sought to be enforced. No waiver of <br />any right or remedy shall be effective unless in writing and nevertheless, shall not operate as a waiver of any <br />other right or remedy on a future occasion. Every provision of this agreement is intended to be severable. If <br />any term or provision is illegal, invalid or unenforceable, there shall be added automatically as part of this <br />agreement, a provision as similar in terms as necessary to render such provision legal, valid and enforceable. <br />This agreement shall be governed by and construed in accordance with the laws of the State of North <br />Carolina. Client agrees that any action or proceeding arising out of or related in any way to this agreement <br />shall be brought solely in a Court of competent jurisdiction sitting in Hillsborough, Orange County, North <br />Carolina. Client hereby irrevocably and unconditionally consents to the jurisdiction of such court and hereby <br />irrevocably and unconditionally waives any defense of an inconvenient forum to the maintenance of any <br />action or proceeding in such court, any objection to venue with respect to any such action or proceeding and <br />any right of jurisdiction on account of the place of residence or domicile of any party thereto. Nothing in <br />this agreement shall be deemed or construed to constitute or create a partnership, association, joint venture, <br />or agency between the parties hereto. Each party to this contract has the right to terminate contract upon 30 <br />days notice. <br />17. HIPAA. The Parties hereby agree to the terms and conditions of the Business Associate agreement, <br />attached as Exhibit C and fully incorporated herein. <br />Medicare Access to Records. Each party shall keep, and allow the other party reasonable access to, full <br />and accurate books and records of all services rendered hereunder. Further, to the extent required by <br />Section 1395x(v)(1)(I) of Title 42 of the United States Code, until the expiration of four years after the <br />termination of this Agreement, Contractor shall, upon written request, make available to the Secretary <br />of the United States Department of Health and Human Services, or to the Comptroller General of the <br />United States General Accounting Office, or to any of their duly authorized representatives, a copy of <br />this Agreement and such books, documents, and records as are necessary to certify the nature and extent <br />of the costs of the services Contractor provided under this Agreement. <br />CLIENT <br />Quintana Stewart <br />Name: ®oocu3igned by: <br />�.tIn�ALt,A. S%Wa.V1� <br />Signature: <br />Title: <br />Orange County Health Director <br />Date: 6/12/2018 <br />Schedule A <br />STARPOINT GLOBAL SERVICES <br />Name: Ric +bps yJr. <br />Signature: <br />Title: Director of Business Development <br />Date: 6/12/2018 <br />15 <br />