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DocuSign Envelope ID: B4D9BEED- F7D1- 45E2- BDC4- 3857401A2AB3 <br />TRUST COMMERCE" <br />SAFEGUARDING DATA. POWERING PAYMENTS. <br />Client Services Agreement <br />TC CSA 2017 09 <br />day courier service delivery to the appropriate address or three (3) days after the date of mailing if sent by certified or registered <br />mail. If any written communication concerns a potential or existing dispute between the Parties hereto, Client agrees to address <br />and /or copy said communication to the attention of "Legal Department ". <br />22. HEADINGS <br />The headings in this Agreement are for convenience only and do not in any way limit or amplify the terms or conditions of this <br />Agreement. <br />23. NO EMPLOYMENT <br />During the Term of this Agreement, Client shall not solicit for employment any of Company's then - current employees without first <br />obtaining Company's prior written consent. <br />24. PARTIAL INVALIDITY <br />Should any provision of this Agreement be held to be void, invalid or inoperative, the remaining provisions of this Agreement shall <br />not be affected and shall continue in effect and the invalid provision shall be deemed modified to the least degree necessary to <br />remedy such invalidity. <br />25. ENTIRE AGREEMENT <br />This Agreement constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof and all prior <br />understandings, agreements, representations and warranties with respect thereto are superseded hereby. No amendment or <br />modification hereof shall be binding unless in writing and duly executed by both Parties hereto. <br />26. NEUTRAL CONSTRUCTION <br />No provision of this Agreement is to be interpreted for or against either party because that party or its legal representative drafted <br />such provision. <br />27. MAXIMUM AMOUNT PAYABLE <br />The maximum amount payable under this Agreement is [$2,095] dollars. This amount may not be exceeded without a written <br />amendment duly executed by authorized representatives of both parties. Should Client's volumes based upon the agreed upon <br />pricing attached hereto as Exhibit 1 exceed the estimates provided by Client resulting in fees exceeding their total obligation, <br />Company's services may need to be suspended until a resolution between the parties to satisfy such increase can be determined. <br />Company does not agree to process transactions at no charge. <br />28. NON - APPROPRIATION <br />Company acknowledges that Client is a governmental entity, and the validity of this Agreement is based upon the availability of <br />public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for <br />the performance of Client's obligations under this Agreement, then this Agreement shall automatically expire without penalty to <br />Client immediately upon written notice to Company of the unavailability and non - appropriation of public funds. Company does not <br />agree to process transactions at no charge. <br />29. MISCELLANEOUS <br />Company shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but <br />not limited to all state and federal non - discrimination laws, policies, rules, and regulations and the Orange County Non - <br />Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at <br />http: / /www.orangecountync.gov /departments /purchasing division /contracts.php.) Any violation of the Orange County Non - Discrimination <br />Policy is a breach of this Agreement and Client may immediately terminate this Agreement without further obligation on the part of <br />the Client. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this <br />Agreement Company affirms that Company and any subcontractors of Company are and shall remain in compliance with Article 2 of <br />Chapter 64 of the North Carolina General Statutes unless prohibited by California or Federal law. By executing this Agreement <br />TrustCommerce 1 1 MacArthur Place, Suite 400 1 Santa Ana, CA 92707 -5927 Initials: <br />Tel 800.915.1680 Fax 949.266.0359 P a g e 1 8 <br />Info @TrustCommerce.com I www.TrustCommerce.com <br />