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permitted by law. For purposes of this Paragraph each School shall be responsible for any acts, <br /> omissions, or failures to act and associated costs and fees within its own district. <br /> 5. Insurance. Schools shall provide, or cause to be provided, insurance covering professional liability of <br /> nursing personnel or contractors of at least one million dollars ($1,000,000) and such general liability <br /> 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 or Assignment. 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. Relationship of the Parties. 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 /> 3 <br />