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insurance as shall be required by the Orange County Risk Manager. Proof of insurance shall be <br />submitted to the County annually, <br />6. Amendments or Modification. This Agreement shall not be altered, amended or modified, except by an <br />agreement in writing executed by the duly authorized officials of both parties,. <br />7. Subcontract OLA9s nment. The Schools shall not sub-contract out any of the services provided for in <br />this Agreement or make any assignment of this Agreement (including rights to payments) without the <br />prior written consent of the County. <br />8. RelationshI12 of the Parries.. The School is an independent contractor of the County. The Schools and <br />their employees, agents, and contractors are not, and shall not be determined to be, officers, <br />employees, contractors or agents of County, <br />9. Termination. Any party may terminate this Agreement with or without cause upon ninety (90) days' <br />written notice. <br />a. Any party may terminate this Agreement based upon a material breach of this Agreement; provided <br />the party breaching the Agreement has not taken all reasonable actions to remedy the breach. The <br />party terminating the Agreement shall provide seven (7) days' prior written notice of its intent to <br />terminate this Agreement for cause. <br />b. If the terminating party is either School, upon receipt of an itemized invoice, the School shall be <br />paid that portion of the fees and expenses directly related to the services provided for by this <br />Agreement that it has incurred up to and including the date of termination, less any costs or <br />expenses incurred or anticipated to be incurred by the County due to errors or omissions of the <br />School, its employees, agents, or contractors. If the terminating party is the County both Schools <br />may submit Invoices for costs directly related to the services provided for by this Agreement. Such <br />invoices shall only include costs for services up to and including the date of termination. The <br />County shall pay such costs for services less any costs or expenses incurred or anticipated to be <br />incurred by the County due to errors or omissions of the Schools, their employees, agents, or <br />contractors. <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 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- Discrimination. To the extent authorized by law Schools shall not discriminate against any school <br />security services or nursing services personnel or contractors based on age, race, ethnicity, color, <br />national origin, religion, creed, sex, gender, gender identity, gender bxpresslon, marital status, familial <br />status, source of income, disability, political affiliation, veteran status, or disabled veteran status. <br />13. Non-Appropriation. Schools acknowledge 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 />