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Official Payments Corp. <br />12. GENERAL <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 ar 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 tp require strict compliance with this Agreement shall not waive or diminish any right of OPC to <br />demand strict compliance. Na 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 />disGosures, 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 Gard <br />settlement services under the terms and wnditions of this Agreement. <br />IN WITNESS WHEREpF, 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 <br />Official Payments Corp. <br />Three l~ndmartc Square <br />Stamford, CT 06901 <br />By: <br />Print: <br />Title: <br />Date: <br />C,owPcoe.aoc Apn~ ~a, t5ss <br />GOVERNMENT ENTITY <br />Orange County <br />Department of Revenue <br />200 South Cameron Street <br />Hillsborough, NC 27278 <br />By: <br />Print: <br />Title: <br />Date: <br />8 <br />Official Payments Corp., Stamford, CT <br />Page 4 <br />