SETTLEMENT AGREEMENT BETWEEN THE UNITED STATES OF AMERICA AND MOUNTAIN STATES HEALTH ALLIANCE UNDER THE ADA

J. Other Provisions

96. Enforcement. The United States may review MSHA’s compliance with this Agreement or Title III of the ADA at any time.  If the United States believes that this Settlement Agreement or any portion of it, or Title III of the ADA, has been violated, it will raise its concern(s) in writing with MSHA, discuss those concerns with MSHA, and the parties will then attempt to resolve the concern(s) in good faith.  If a resolution is not achieved, the United States will provide MSHA with written notice of any breach and allow MSHA thirty (30) days to cure said breach, prior to instituting any court action to enforce the ADA and the terms of the Settlement Agreement.  If the United States believes that Title III of the ADA, this Agreement, or any portion of it has been violated, it may institute a civil action, after such cure period, in the appropriate U.S. District Court to enforce this Agreement and/or Title III of the ADA.

97. Severability. If any term of this Agreement is determined by any court to be unenforceable, the other terms of this Agreement shall nonetheless remain in full force and effect, provided, however, that if the severance of any such provision materially alters the rights or obligations of the parties, the United States and MSHA shall engage in good faith negotiations in order to adopt mutually agreeable amendments to this Agreement as may be necessary to restore the parties as closely as possible to the initially agreed upon relative rights and obligations.

98. Entire Agreement. This Agreement, including Exhibit A, Exhibit B, and Exhibit C, constitutes the entire agreement between the United States and MSHA on the matters raised herein, and no prior or contemporaneous statement, promise, or agreement, either written or oral, made by any party or agents of any party, that is not contained in this written agreement, including any attachments, is enforceable.  This Agreement can only be modified by mutual written agreement of the parties.

99. Binding. This Agreement is binding on MSHA, including all principals, agents, executors, administrators, representatives, employees, successors in interest, beneficiaries, and assignees.  In the event that MSHA seeks to sell, transfer, or assign all or part of its interest during the term of this Agreement, as a condition of sale, transfer or assignment, MSHA will obtain the written agreement of the successor, buyer, transferee, or assignee as to all obligations remaining under this Agreement for the remaining term of this Agreement.  This Agreement shall not apply to any new corporation formed through a merger between MSHA and Wellmont Health Systems, or another health system.  However, even after such merger, if any, the obligations contained in this Agreement shall continue to apply to any currently existing MSHA hospitals for the duration of this Agreement, including the hospitals listed in Exhibit C, unless divestiture is established as provided in Paragraph 51.  The U.S. Attorney’s Office will be notified of any merger and provided with an updated Exhibit C, if applicable, and updated contact information in light of the merger.  

100. Non-Waiver. Failure by the United States to enforce any provision of this Agreement is not a waiver of its right to enforce that or any other provisions of this Agreement.

101. Signatory. The signatory for MSHA represents that he or she is authorized to bind MSHA to this Agreement.

102. Retaliation. MSHA shall not discriminate or retaliate against any person because of his or her participation in this matter.