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MEMORANDUM OF AGREEMENT <br /> FOR THE PROVISION OF SERVICES TO PROCESS PAYMENT OF EXCLUDED <br /> LIABILITIES OF ORANGE PERSON CHATHAM MENTAL HEALTH, DEVELOPMENTAL <br /> DISABILITIES AND SUBSTANCE ABUSE AUTHORITY PURSUANT TO 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 /> OPC Area Program ("OPC-) ;and <br /> WHEREAS, after the merger, OPC will 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, funds were 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 taking possession 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 such periods 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, Orange County is willing to do so for no compensation <br /> but also has no individual liability to provide management functions <br />