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15 <br />Either party may change its address for notices under this Agreement by giving <br />written notice of such change to the other party in accordance with the terms of <br />this paragraph. <br />f. GOVERNING LAW -This Agreement and the rights and obligations to the <br />parties thereunder shall be construed and governed by the laws of the State of <br />North Carolina and venue for any proceedings arising here under shall be in said <br />state. <br />g. INTEGRATION OF TERMS -This instrument constitutes the entire <br />agreement between the parties, and supersedes all prior negotiations, <br />commitments, representations and undertakings of the parties with respect to its <br />subject matter. <br />h. AMENDMENT AND WAIVER -This Agreement may be amended or <br />modified only by an instrument signed by all of the parties. A waiver of any <br />provision of this Agreement must be in writing, designated as such, and signed by <br />the party against whom enforcement of the waiver is sought. The waiver of a <br />breach of any provision of this Agreement shall not operate or be construed as a <br />waiver of any subsequent or other breach thereof. <br />IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly <br />executed on the later of the dates set forth below. <br />EMS~MC: CLIENT: <br />EMS Management & Consultants, Inc. Orange County <br />By: <br />Title: <br />Date: <br />Valerie P. Foushee, Chair <br />Orange County Board of Commissioners <br />Date: <br />This instrument has been preaudited in the manner required by the Local Government <br />Budget and Fiscal Control Act. <br />12 <br />