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3 <br />MEMORANDUM OF AGREEMENT <br />FOR THE PROVISION OF SERVICESTO PROCESSPAYMENT OF EXCLUDED <br />LIABILITIESOF ORANGE PERSON CHATHAM MENTAL HEALTH, DEVELOPMENTAL <br />DISABILITIES AND SUBSTANCE ABUSE AUTHORITYPURSUANTTO THAT CERTAIN <br />PLAN OF MERGER AND ADDENDUM THERETO DATED EFFECTIVE JUNE 30, 2012 <br />WHEREAS, effective July 1, 2012, Orange, Person and Chatham <br />Counties merged with the counties comprising PBH; and <br />WHEREAS, prior to the merger, Orange, Person and Chatham Counties <br />were the three counties that comprised Orange Person Chatham Mental <br />Health, Developmental Disabilities and Substance Abuse Authority d/b/a <br />OPCArea Program (“OPC”);and <br />WHEREAS,after the merger, OPCwill be dissolved and will not be <br />an ongoing entity; and <br />WHEREAS,OPC and PBH entered into that certain Plan of Merger and <br />Agreement and Addendum thereto dated June 29, 2012 (collectively <br />referenced as the “Plan”); and <br />WHEREAS,pursuant to the Plan, fundswere identified and <br />segregated to pay the Excluded Liabilities as defined in the Plan; and <br />WHEREAS, Exhibit A hereto is a list of the Excluded Liabilities <br />identified and the funds estimated to cover them; and <br />WHEREAS, Orange County has agreed to hold the funds segregated on <br />behalf of OPC and provide the management functions necessary <br />(including but not limited to takingpossession of the funds, holding <br />the funds in a segregated account for the purpose of paying OPC’s <br />Excluded Liabilities as and when billed,paying the Excluded <br />Liabilities as and when billed from the segregated funds, retaining <br />records on behalf of OPC for suchperiods of time required by law, and <br />responding to records request on behalf of OPC as necessary); and <br />WHEREAS,N.C.G.S. Section 126-24(5) creates an exception to <br />confidentiality for officials of Orange County as a political <br />subdivision of the State of North Carolina to inspect the records of <br />former employees of OPC in that prior to dissolution, its Area <br />Director deemed inspection of the former personnel records of OPC <br />necessary and essential to the pursuance of one of OPC’s proper <br />functions, to wit: preservation of such records as required by law and <br />review of them as necessary to meet OPC’s legal requirements in the <br />case of legitimate records requests not for the purpose of assisting a <br />criminal investigation or assisting a tax investigation; and <br />WHEREAS, OrangeCounty is willing to do so for no compensation <br />but also has no individual liability to provide management functions <br /> <br />