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<br />c. In the event of such termination any payment shall be prorated to the date of <br />termination. <br />6. Indemnity. Orange County Schools agrees to defend, indemnify and hold harmless the <br />County from all loss, liability, claims or expense, including attorney's fees, arising out of <br />or related to the Agreement and arising from bodily injury including death or property <br />damage to any person or persons caused in whole or in part by the negligence or <br />misconduct of the Orange County Schools except to the extent same are caused by the <br />negligence or willful misconduct of the DSS. It is the intent of this provision to require <br />the Orange County Schools to indemnify the County to the fullest extent permitted under <br />North Carolina law. <br />Amendments or Modification. This Agreement shall not be altered, amended or <br />modified, except by an agreement in writing executed by the duly authorized officials of <br />both parties. <br />8. Subcontract or Assignment. The County shall not sub-contract out any of the services <br />provided for in this Agreement or make any assignment of this Agreement (including <br />rights to payments) without the prior written consent of the Orange County Schools. <br />9. Relationship of the Parties. The County is an independent contractor. Neither the County <br />nor any employee of the County shall be deemed to be an officer, employee or agent of <br />Orange County Schools. County personnel shall not be employees of, or have any <br />contractual relationship with the Orange County Schools. <br />10. Intent to be Bound. The parties have read this Agreement, including the Business <br />Associates Agreement attached, and agree to be bound by all of its terms, and further <br />agree that the documents constitute the complete and exclusive statement of the <br />Agreement between the parties. <br />11. Entire Understanding. The Agreement contains the entire understanding of the parties <br />and shall not be altered, amended or modified, except by an agreement in writing <br />executed by the duly authorized officials of both parties. <br />12. Governing Law. The laws of North Carolina shall govern the validity and interpretation <br />of the provisions, terms and conditions of this Agreement. <br />13. Notices. Any notice required by this Agreement shall be in writing and delivered by <br />certified or registered mail, return receipt requested to the following: <br />Orange County Department of Social Services Orange County Schools <br />Nancy Coston Donna Williams <br />Director Director of Student Support <br />P.O. Box 8181 200 East King Street <br />Hillsborough, NC 27278 Hillsborough, NC 27278 <br />