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REV: 09-30-2022 RL <br />of 1996 (HIPAA) and the Federal Regulations promulgated thereunder, as amended (if <br />applicable), the Business Associate requirements set forth in, the Americans with Disabilities Act <br />of 1990, as amended, and Section 504 of the Rehabilitation Act of 1973, which prohibits <br />discrimination on the basis of disability in programs and activities receiving any Federal or <br />County financial assistance. Such services shall also be performed in accordance with all <br />applicable ordinances and regulations, including but not limited to appropriate licensure, <br />certification regulations, provisions pertaining to confidentiality of records, and applicable <br />quality assurance regulations. In the event of a conflict between the terms of this Agreement and <br />any applicable State, Federal, County, or municipal law or regulation, the requirements of the <br />applicable law or regulation will take precedence over the requirements set forth in this <br />Agreement. <br />11. GOVERNING LAW; JURISDICTION <br />This Agreement shall be construed in accordance with and governed by the laws of the State of <br />California. The services will be provided in Redwood City, San Mateo County, California. For <br />any dispute arising from this Agreement, the parties consent to jurisdiction and venue in either <br />San Mateo Superior Court or the United States District Court for the Northern District of <br />California. <br />12. MERGER CLAUSE: AMENDMENTS <br />This Agreement, including the Exhibits and Attachments attached to this Agreement and <br />incorporated by reference, constitutes the sole Agreement of the parties to this Agreement and <br />correctly states the rights, duties, and obligations of each party as of this document's date. In the <br />event that any term, condition, provision, requirement, or specification set forth in the body of <br />this Agreement conflicts with or is inconsistent with any term, condition, provision, requirement, <br />or specification in any Exhibit and/or Attachment to this Agreement, the provisions of the body <br />of the Agreement shall prevail. Any prior agreement, promises, negotiations, or representations <br />between the parties not expressly stated in this document are not binding. All subsequent <br />modifications or amendments shall be in writing and signed by the parties. <br />(Signature Page Follows) <br />ATTY/AGR.2022.327/Star Vista (Page 5 of 9)