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UNCH # 92 <br /> <br />b. To abide by the conditions set forth in the previously executed Business Associate <br />Agreement, which the parties hereby ratify. <br /> <br />5. Termination. This Agreement or its renewals may be terminated at any time without penalty by <br />either party provided that written notice of such termination is furnished to the other party at least <br />60 days prior to termination. In the event of such termination any payment shall be prorated to the <br />date of termination. <br /> <br />6. Amendments or Modification. This Agreement shall not be altered, amended or modified, except <br />by an agreement in writing executed by the duly authorized officials of both parties. <br /> <br />7. Subcontract or Assignment. The County shall not sub-contract out any of the services provided for <br />in this Agreement or make any assignment of this Agreement (including rights to payments) <br />without the prior written consent of the UNCHCS. <br /> <br />8. Relationship of the Parties. The County is an independent contractor. Neither the County nor any <br />employee of the County shall be deemed to be an officer, employee or agent of UNCHCS. OCDSS <br />personnel shall not be employees of, or have any contractual relationship with the UNCHCS. <br /> <br />9. Intent to be Bound. The parties have read this Agreement, including the Business Associate <br />Agreement referenced herein, and agree to be bound by all of its terms, and further agree that the <br />documents constitute the complete and exclusive statement of the Agreement between the parties. <br /> <br />10. Entire Understanding. The Agreement contains the entire understanding of the parties and shall <br />not be altered, amended, or modified, except by an agreement in writing executed by the duly <br />authorized officials of both parties. <br /> <br />11. Non-Discrimination. Provider shall at all times remain in compliance with all applicable <br />local, state, and federal laws, rules, and regulations including but not limited to all state <br />and federal non-discrimination laws, policies, rules, and regulations and the Orange County <br />Non-Discrimination Policy and Orange County Living Wage Policy (each policy is <br />incorporated herein by reference and may be viewed at <br />http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any <br />violation of the Orange County Non-Discrimination Policy is a breach of this Agreement <br />and County may immediately terminate this Agreement without further obligation on the <br />part of the County. This paragraph is not intended to limit and does not limit the definition <br />of breach to discrimination. <br /> <br />12. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with <br />respect to any provision of, or the performance or non-performance of, this Agreement <br />shall be brought in the General Court of Justice of North Carolina sitting in Orange County, <br />North Carolina. It is agreed by the parties that no other court shall have jurisdiction or <br />venue with respect to such suits or actions. Binding arbitration may not be initiated by <br />either Party, however, the Parties may agree to nonbinding mediation of any dispute prior <br />to the bringing of such suit or action. <br /> <br />13. Governing Law. The laws of North Carolina shall govern the validity and interpretation of the <br />provisions, terms and conditions of this Agreement. By executing this Agreement the parties affirm <br />DocuSign Envelope ID: B4077D37-68C5-4E1B-808E-C88A9499D4DE