2011 - 05-23-2011 Budget Review Session

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LIOV 24 F, 152 XXII. Bindin . All provisions of this Agreement shall be binding upon, and inure to the benefit of, and be enforceable by and against the parties, their respective heirs, representatives, successors, and assigns. XXIIL Relation ship of Parties The relationship of the parties established by this Agreement is solely that of independent contractors, and nothing contained herein shall be construed to (i) give any party the power to direct and control the day -to -day activities of the other; or (ii) constitute such parties as partners, joint venturers, co- owners or otherwise as participants in a joint or common undertaking, or (iii) make Lee County in any way responsible for the past, current or future debts, fees and/or losses of Contractor, or (iv) make Systel an agent of the Lee County for any purpose whatsoever. Systel shall provide and be responsible for all required services and benefits with respect to its employees, including but not limited to worker's compensation and unemployment insurance. XXIV. Entire Understanding This Agreement contains the final expression of the parties' intent and the sole and entire understanding between Systel and the Lee County. The parties agree that any statements, representations, discussions, or documentation, whether made prior to or contemporaneously with the execution of this Agreement, have been merged into this Agreement and this Agreement fairly and comprehensively memorializes the final negotiated agreement between the parties. The Agreement shall not be modified or amended in any manner except in writing signed by both parties hereto. XXV. Notices and Written Consents All notices, requests and other communications called for by this Agreement will be deemed to have been given upon receipt if made by (i) registered or certified mail, or (ii) by facsimile (confirmed by concurrent written notice sent first class US mail, postage prepaid) to the following: To Systel Attn: Ryan Aul 2604 Ft Bragg Rd Fayetteville, NC 28303 ryanaul O.systelo a. com Fax: 910 -483 -2846 To Lee County Attn: County Manager PO Box 1968 106 Hillerest Drive Sanford, NC 27331 XXVI. Force Mai cure Neither party will be deemed to be in default of or to have breached any provision of this Agreement as a result of any delay, failure in performance or interruption of service, resulting directly or indirectly from acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophes or any other occurrences which are beyond such party's reasonable control XXVII. Fieadin4s The headings used in this Agreement are for convenience only and are not to be construed to have any legal significance. Page 6 of 7