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a <br /> Official Payments Corp. <br /> r <br /> 12. GENERAL 8 <br /> A. This Agreement is the final,entire and complete agreement between GOVERNMENT ENTITY and OPC, and supersedes any prior <br /> and contemporaneous negotiations, understandings, representations and agreements. The terms and provisions of this Agreement <br /> may not be waived or amended except by a written agreement between the parties. <br /> B. Should any provision of this Agreement or any amendment be held by any court to be unenforceable,such defect shall not affect the <br /> remainder of this Agreement,which shall remain in full force and effect. <br /> C. Any failure by OPC at any time to require strict compliance with this Agreement shall not waive or diminish any right of OPC to <br /> demand strict compliance. No waiver of any default by GOVERNMENT ENTITY shall waive or affect any other default by <br /> GOVERNMENT ENTITY. <br /> D. In the event of any dispute in connection with this Agreement, including all addenda, amendments, revisions and periodic <br /> disclosures,the prevailing party shall be entitled to recover costs of suit,including reasonable attorney's fees. <br /> E. OPC is a provider of various Card related products and services in conjunction with Imperial Bank, a California banking corporation. <br /> Imperial Bank will be the VISA and MasterCard Card Transaction settlement bank, providing all related VISA and MasterCard Card <br /> settlement services under the terms and conditions of this Agreement. <br /> IN WITNESS WHEREOF, the parties have caused this Agreement,which shall inure to the benefit of and be binding upon the successors of <br /> the respective parties to be signed and entered as of the date first mentioned above. <br /> OPC GOVERNMENT ENTITY <br /> Official Payments Corp. Orange County <br /> Three Landmark Square Department of Revenue <br /> Stamford,CT 06901 200 South Cameron Street <br /> Hillsborough,NC 27278 <br /> By: By: <br /> Print: Print: <br /> Title: Title: <br /> Date: Date: <br /> GovOPC06.doc April 10,1990 <br /> Official Payments Corp.,Stamford,CT <br /> Page 4 <br />