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<br />23. Medicare Record Access. In compliance with 42 U.S.C. §1395x(v)(l)(I) and implementing regulations, NC
<br />HIEA agrees, until the expiration of four (4) years after the HIE Features are furnished under this Agreement,
<br />to allow the Secretary of the U.S. Department of Health and Human Services and the Comptroller General
<br />access to this Agreement, all applicable purchase orders, and to the books, documents and records of NC
<br />HIEA necessary to verify the nature and extent of the costs of this Agreement. NC HIEA further agrees that
<br />if any of the duties of this Agreement are carried out by a subcontractor of NC HIEA, such subcontract will
<br />contain a clause to the effect that, until the expiration of four (4) years after the HIE Features are furnished
<br />under such subcontract, the Secretary of the U.S. Department of Health and Human Services and the
<br />Comptroller General will have access to such subcontract and to the books, documents and records of the
<br />subcontractor necessary to verify the nature and extent of the costs of such subcontract. This Section 23 will
<br />survive the expiration or termination of this Agreement.
<br />24. Miscellaneous/General.
<br />24.01. Governing Law. This Agreement is made under and shall be governed and construed in accordance
<br />with the laws of the State of North Carolina. The place of this Agreement or purchase order, its situs
<br />and forum, shall be Wake County, North Carolina, where all matters, whether sounding in contract
<br />or in tort, relating to its validity, construction, interpretation and enforcement shall be determined.
<br />Participant agrees and submits, solely for matters relating to this Agreement, to the jurisdiction of
<br />the courts of the State of North Carolina, and stipulates that Wake County shall be the proper venue
<br />for all matters.
<br />24.02. Authority; No Conflict. NC HIEA and Participant each represent and warrant to the other as
<br />follows: (i) that it is authorized to enter into this Agreement and to perform its obligations hereunder,
<br />and that the individual signatory executing this Agreement on its behalf is authorized, and has the
<br />capacity, to so execute this Agreement on its behalf, and (ii) that the execution of this Agreement by
<br />it and the performance of its obligations hereunder shall not conflict with or result in, with or without
<br />the passage of time or the giving of notice thereof, any breach, default or violation of any third party
<br />agreement to which it is bound, or any judgment, order or ruling of any court, administrative or
<br />regulatory agency or body, or arbitration award, to which it is bound or subject.
<br />24.03. Amendment. This Agreement may be amended by agreement between the Parties. However, if the
<br />change is required for NC HIEA or Participants to comply with Applicable Law, NC HIEA may
<br />implement the change within a time period NC HIEA determines is appropriate under the
<br />circumstances. All Participants shall be required to sign an amendment adopted in accordance with
<br />the provisions of this Section or terminate participation in accordance with Section 19.02.
<br />24.04. Governmental Restrictions. In the event any restrictions are imposed by governmental
<br />requirements that necessitate alteration of the performance of this Agreement, each Party shall
<br />provide written notification of the necessary alteration(s) to the other Party’s Contract Administrator.
<br />NC HIEA reserves the right to accept any such alterations, including any price adjustments
<br />occasioned thereby, or to cancel the Agreement. NC HIEA may advise Participant of any restrictions
<br />or changes in specifications required by North Carolina legislation, rule or regulatory authority that
<br />require compliance by the State. In such event, Participant shall use its best efforts to comply with
<br />the required restrictions or changes. If compliance cannot be achieved by the date specified by NC
<br />HIEA, the Parties may terminate this Agreement.
<br />24.05. Inspection At Participant’s Site. Pursuant to N.C.G.S. §147-64.7, the State reserves the right to
<br />inspect, during Participant’s regular business hours at a reasonable time, upon notice of not less than
<br />two (2) weeks, and at its own expense, the prospective equipment or other tangible goods, or the
<br />plant or other physical facilities of a prospective Participant prior to Agreement award, and during
<br />the Agreement term as necessary or proper to ensure conformance with the specifications or
<br />DocuSign Envelope ID: 47B4445A-C7CA-4D2E-9075-2AFD82F82DEC
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