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DocuSign Envelope ID:57E2C492-6A9C-4912-l33A2-0E01 EDD5857C <br /> a. If at any time UNCH determines that the Income Maintenance Caseworker's or <br /> Supervisor's performance or professional interactions are inadequate or inappropriate, <br /> UNCH may request that OCDSS initiate appropriate action to correct that employee's <br /> deficiencies. Any disciplinary action taken shall be in compliance with the Orange <br /> County Personnel Ordinance and the State Personnel Act. Upon request UNCH shall <br /> provide sufficient documentation to support any such action. <br /> b. To abide by the conditions set forth in attached Business Associate Agreement, which is <br /> attached hereto and incorporated by reference. <br /> 5. Termination. This Agreement or its renewals may be terminated at any time without penalty by <br /> either party provided that written notice of such termination is furnished to the other party at least <br /> 60 days prior to termination. In the event of such termination any payment shall be prorated to <br /> the date of termination. <br /> 6. Amendments or Modification. This Agreement shall not be altered, amended or modified, except <br /> by an agreement in writing executed by the duly authorized officials of both parties. <br /> 6. Subcontract or Assignment. The County shall not sub-contract out any of the services provided <br /> for in this Agreement or make any assignment of this Agreement (including rights to payments) <br /> without the prior written consent of the UNCH. <br /> 7. Relationship of the Parties. The County is an independent contractor. Neither the County nor <br /> any employee of the County shall be deemed to be an officer, employee or agent of UNCH. <br /> OCDSS personnel shall not be employees of, or have any contractual relationship with the <br /> UNCH. <br /> 8. Intent to be Bound. The parties have read this Agreement, including the Business Associates <br /> Agreement attached, and agree to be bound by all of its terms, and further agree that the <br /> documents constitute the complete and exclusive statement of the Agreement between the parties. <br /> 16. Entire Understanding. The Agreement contains the entire understanding of the parties and shall <br /> not be altered, amended or modified, except by an agreement in writing executed by the duly <br /> authorized officials of both parties. <br /> a. Governing Law. The laws of North Carolina shall govern the validity and interpretation of the <br /> provisions,terms and conditions of this Agreement. By executing this Agreement the parties <br /> affirm that they and any subcontractors of the parties are and shall remain in compliance <br /> with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this <br /> Agreement the parties certify that they have not been identified, and has not utilized the <br /> services of any agent or subcontractor, on the list created by the State Treasurer pursuant <br /> to G.S. 147-86.58. <br /> 17. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or <br /> registered mail,return receipt requested to the following; <br /> Orange County Department of Social Services UNCH <br /> Nancy Coston Danielle Reese <br /> Director HCS Executive Director <br /> 113 Mayo Street UNC Health Care System <br />