2016-614-E HR - Magellan Healthcare, Inc. - EAP services to OC Employees

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DocuSign Envelope ID:CADCC57A-44C1-4CBC-B33C-8C1C3E594289 8.6 Notices. Unless otherwise provided in this Agreement, all notices required or permitted under this Agreement shall be in writing and shall be deemed sufficiently provided if given by personal service or sent by registered, certified or express mail, reputable overnight courier service or facsimile with receipt confirmed as follows: To Magellan: Magellan Healthcare,Inc. 14100 Magellan Plaza Drive Maryland Heights,MO 63043 Attention: Legal Department FAX: 314-387-4958 To Sponsor: Orange County 200 South Cameron Street Hillsborough,NC 27278 Attention:Diane Shepherd FAX: 919-644-3009 From time to time, either party may designate a different name or address for purposes of notice by notice to the other party given in accordance with this paragraph. 8.7 Waiver. The failure of any party in any one or more instances to insist upon strict performance of any of the terms and provisions of this Agreement, or to exercise any option conferred in this Agreement, shall not be construed as a waiver or relinquishment, to any extent, of the right to assert or rely upon any such terms,provisions or options on any future occasion. 8.8 Force Majeure and Excuse of Performance. Neither party shall be liable to the other for damages or monetary penalties of any kind or deemed in default under this Agreement for any failure to perform or delay in performing to the extent that its performance is hindered, delayed, or rendered impossible due to an event or occurrence beyond the reasonable control of the party, and without its fault or negligence,including,without limitation, the breakdown, malfunction or other failure of any external third party telecommunication system or other system or mechanism by which information and data is stored or transmitted. 8.9 Enforceability. The invalidity or unenforceability of any term or provision herein shall in no way affect the validity or enforceability of any other term or provision. 8.10 Entire Agreement. This Agreement, including all attached addenda, represents the entire agreement between the parties and supersedes any and all prior written or oral agreements or understandings related to the subject matter hereof. Notwithstanding the foregoing, this Agreement hereby incorporates any business associate agreement executed by or on behalf of the parties in compliance with the Health Insurance Portability and Accountability Act of 1996,as amended("HIPAA"). 8.11 Modification of Agreement. Any modification, alteration, or change to the terms of this Agreement, or any addenda attached hereto, shall be made only by a written agreement duly executed by the parties, subject to the approval of any applicable regulatory authority if required by applicable law or regulation. 8.12 Counterparts. This Agreement may be executed in one or more counterparts,each of which shall be deemed an original,but all of which together shall constitute one and the same agreement. 8.13 Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been 2016MM 6