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School Nursing Services Agreement <br />Chapel Hill Carrboro City Schools <br />Orange County Health Department <br />Fiscal Year 2011-2012 <br />Page 4 of 5 <br />4 <br />b. In the event of termination, the School shall be paid that portion of the fees <br />and expenses that it has earned to the date of termination, less any costs or <br />expenses incurred or anticipated to be incurred by the County due to errors or <br />omissions of the School. <br />c. The County's waiver of any default or breach in compliance with the terms of <br />this Agreement by the School shall not be deemed a waiver of any <br />subsequent default or breach and shall not be construed to be modification of <br />the terms of this Agreement unless stated to be such in writing, signed by an <br />authorized representative of the County and the School. <br />10. Intent to be Bound. The parties have read this Agreement, including the <br />Memorandum of Agreement attached and any amendments hereto, and agree to <br />be bound by all of its terms, and further agree that the documents constitute the <br />complete and exclusive statement of the Agreement between the parties. <br />11. Governing Law. The laws of North Carolina shall govern- the validity and <br />interpretation of the provisions, terms and conditions of this Agreement. <br />12. Non-Appropriation. School acknowledges that County is a governmental entity, <br />and the validity of this Agreement is based upon the availability of public funding <br />under the authority of its statutory mandate. In the event that public funds are <br />unavailable and not appropriated for the pertormance of County's obligations <br />under this Agreement, then this Agreement shall automatically expire without <br />penalty to County immediately upon written notice to School of the unavailability <br />and non-appropriation of public funds. It is expressly agreed that County shall not <br />activate this non-appropriation provision for its convenience or to circumvent the <br />requirements of this Agreement, but only as an emergency fiscal measure during <br />a substantial fiscal crisis. In the event of a change in the County's statutory <br />authority, mandate and/or mandated functions, by state and/or federal legislative <br />or regulatory action, which adversely affects County's authority to continue its <br />obligations under this Agreement, then this Agreement shall automatically <br />terminate vvi#hout penalty to County upon written notice to School of such <br />limitation or change in County's legal authority. <br />13. Notices. Any notice required by this Agreement shall be in writing and delivered <br />by certified or registered mail, return receipt requested to the following: <br />Orange County Health Department <br />Attention: Health Director <br />P.O. Box 8181 <br />Hillsborough, NC 27278 <br />Chapel Hill Carrboro City Schools <br />Attention: Superintendent <br />750 S. Merritt Mill Rd <br />Cttapel Hill, NC 27516 <br />5 <br />14. Entire Agreement. This Agreement represents the entire and integrated <br />agreement between the County and the Consultant and supersedes all prior <br />negotiations, representations or agreements, either written or oral. This <br />