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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 /> national origin , religion , creed , sex , gender , gender identity , gender expression , marital status , familial <br /> status , source of income , disability , political affiliation , veteran status , or disabled veteran status . <br /> 3 <br />