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7. Subcontract or Assignment. The School shall not sub-contract out any of the services <br /> provided for in this Agreement or make any assignment of this Agreement (including rights to <br /> payments) without the prior written consent of the County. <br /> 8. Relationship of the Parties. The School is an independent contractor of the County. Neither <br /> the School nor any employee of the School shall be deemed to be an officer, employee or <br /> agent of the Department or Orange County Government. School's personnel shall not be <br /> employees of, or have any contractual relationship with the County. <br /> 9. Termination. Either party may terminate this Agreement with or without cause upon 90 days <br /> written notice. <br /> a. Either Party may terminate this Agreement based upon a material breach of this <br /> Agreement; provided, the party breaching the Agreement has not taken all reasonable <br /> actions to remedy the breach. The party terminating the Agreement shall provide seven (7) <br /> days' prior written notice of its 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 <br /> that it has earned to the date of termination, less any costs or expenses incurred or <br /> anticipated to be incurred 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 <br /> Agreement by the School shall not be deemed a waiver of any subsequent default or <br /> breach and shall not be construed to be modification of the terms of this Agreement unless <br /> stated to be such in writing, signed by an authorized representative of the County and the <br /> School. <br /> 10. Intent to be Bound. The parties have read this Agreement, including the Memorandum of <br /> Agreement attached and any amendments hereto, and agree to be bound by all of its terms, <br /> and further agree that the documents constitute the complete and exclusive statement of the <br /> Agreement between the parties. <br /> 11. Governing Law. The laws of North Carolina shall govern the validity and interpretation of the <br /> provisions, terms and conditions of this Agreement. <br /> 12. Non-Appropriation. School acknowledges that County is a governmental entity, and the <br /> validity of this Agreement is based upon the availability of public funding under the authority of <br /> its statutory mandate. In the event that public funds are unavailable and not appropriated for <br /> the performance of County's obligations under this Agreement, then this Agreement shall <br /> automatically expire without penalty to County immediately upon written notice to School of the <br /> unavailability 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 requirements <br /> of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. <br /> In the event of a change in the County's statutory authority, mandate and/or mandated <br /> functions, by state and/or federal legislative or regulatory action, which adversely affects <br /> County's authority to continue its obligations under this Agreement, then this Agreement shall <br /> automatically terminate without penalty to County upon written notice to School of such <br /> limitation or change in County's legal authority. <br /> 3 <br />