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5 <br /> k <br /> 12. Right to assign. ESM shall not,without County's prior written consent,assign any of its rights or <br /> obligations under this Agreement. <br /> 13. Notices. Any notice required by the terms of this Agreement shall be deemed given and received <br /> on the date of the mailing of such notice in writing to the County or to ESM,as the case may be,provided <br /> such notice is transmitted by certified or registered mail,return receipt requested,postage prepaid,and <br /> addressed to the party due such notice as shown,or such other address as either the Countyy or ESM may <br /> give in writing to the other for such notices: <br /> ESM: ESM Associates <br /> PO Box 4523 <br /> Chapel Hill,NC 27515-4523 <br /> COUNTY: Orange County <br /> c/o Director of Purchasing and Central Services <br /> PO Box 8181 <br /> Hillsborough,NC 27278 <br /> 14. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and <br /> no modification of it shall be effective unless made by supplemental agreement in writing executed by the <br /> parties. <br /> 15. Severability. If any one or more of the provisions of this Agreement,or the applicability of any <br /> such provision to a specific situation, is deemed invalid or unenforceable,then such provision shall be <br /> modified to the minimum extent necessary to make it or its application valid or enforceable,and the <br /> validity and enforceability of all other provisions of this Agreement and all other applications of such <br /> ,provisions,shall not be affected. <br /> IN WITNESS WHEREOF,the County and ESM have executed this agreement as of the date <br /> first written above. <br /> ATTEST: County of Orange <br /> By: BY: <br /> Beverly A.Blythe Moses Carey,Jr.,Chair <br /> Clerk to the Board <br /> ESM Associates <br /> Stephen J.Manton <br />