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9. Termination. Either party may terminate this Agreement with or without cause upon 90 days written <br /> notice. <br /> a. Either Party may terminate this Agreement based upon a material breach of this Agreement; <br /> provided, the party breaching the Agreement has not taken all reasonable actions to remedy the <br /> breach. The party terminating the Agreement shall provide seven (7) days' prior written notice of its <br /> intent to terminate this Agreement for cause. <br /> b. In the event of termination, the School shall be paid that portion of the fees and expenses that it has <br /> earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred <br /> by the County due to errors or omissions of.the School. <br /> c. The County's waiver of any default or breach in compliance with the terms of this Agreement by the <br /> School shall not be deemed a waiver of any subsequent default or breach and shall not be <br /> construed to be modification of the terms of this Agreement unless stated to be such in writing, <br /> signed by an authorized representative of the County and the School. <br /> 10. Intent to be Bound. The parties have read this Agreement, including the Memorandum of Agreement <br /> attached and any amendments hereto, and agree to be bound by all of its terms, and further agree that <br /> the documents constitute the complete and exclusive statement of the Agreement between the parties. <br /> 11. Governing Law. The laws of North Carolina shall govern the validity and interpretation of the provisions, <br /> terms and conditions of this Agreement. <br /> 12. Non-Appropriation. School acknowledges that County is a governmental entity, and the validity of this <br /> Agreement is based upon the availability of public funding under the authority of its statutory mandate. <br /> In the event that public funds are unavailable and not appropriated for the performance of County's <br /> obligations under this Agreement, then this Agreement shall automatically expire without penalty to <br /> County immediately upon written notice to School of the unavailability and non-appropriation of public <br /> funds. It is expressly agreed that County shall not activate this non-appropriation provision for its <br /> convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal <br /> measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, <br /> mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which <br /> adversely affects County's authority to continue its obligations under this Agreement, then this <br /> Agreement shall automatically terminate without penalty to County upon written notice to School of <br /> such limitation or change in County's legal authority. <br /> 13. 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 Health Department Orange County Schools <br /> Attention: Health Director Attention: Superintendent <br /> P.O. Box 8181 200 East King St <br /> Hillsborough, NC 27278 Hillsborough, NC 27278 <br /> 14. Entire Agreement. This Agreement represents the entire and integrated agreement between the County <br /> and the Consultant and supersedes all prior negotiations, representations or agreements, either written <br /> or oral. This Agreement may be amended only by written instrument signed by both parties. <br /> Modifications may be evidenced by facsimile signatures. <br /> IN WITNESS WHEREOF, the parties have hereunto signed this Agreement in their official capacities of the <br /> day and year listed on the signature page affixed to this Agreement. <br /> 3 <br />