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0 0 <br />BOOK 22 Pace- 144 <br />County will either provide the media or reimburse Logan Systems for its <br />media costs. <br />9. Changes in Technology: If technology changes require Logan Systems to <br />change either the operating systems on which its software and hardware <br />operate, or the type of hardware or media used in the storage of data, Logan <br />Systems will migrate the data it manages for the ROD to the newer media at <br />no charge to the County. <br />10. Authorization for Past Services: If either party signs this contract after the <br />July 1, 2008 effective date, this contract specifically authorizes payments for <br />all satisfactorily provided services provided between the end of the term of the <br />current contract (June 30, 2008) and the signature dates of this contract. <br />11. Integration Clause: Waiver: This contract, including its attachments, <br />represents the entire agreement between the parties. Any modification or <br />alteration of this agreement must be done so in writing and approved by both <br />parties. In addition, no party shall be deemed to have waived any rights <br />pursuant to this agreement without a written document acknowledging the <br />waiver and signed by the party against whom the waiver is asserted. <br />12. Assignment: Logan Systems may not assign, transfer or otherwise dispose of <br />its obligations and benefits under this agreement with the County without the <br />prior written consent and approval in a writing signed by an authorized <br />representative of the County. <br />U. Governing Law and Forum: This contract shall be governed in accordance <br />with the laws of the State of North Carolina. <br />14. Severability: The provisions of this contract are severable, and should any <br />court of competent jurisdiction deem any provision(s) invalid, the remaining <br />provisions will remain valid, unless such ruling will make further performance <br />under the contract impossible or impose an unconscionable burden upon one <br />of the parties. <br />15. Indemnification: Logan Systems agrees to indemnify the County in <br />accordance with Section H (page 7) of the Request for Proposal. The Request <br />for Proposal is attached hereto as "Exhibit A" and the referenced section is <br />hereby incorporated by reference herein. <br />16. Termination for Convenience: Lee County reserves the right to terminate this <br />agreement for convenience by providing Logan Systems with a written notice <br />of its intent to terminate this agreement. Such written notice must be received <br />by Logan Systems no less then thirty days prior to the proposed termination <br />date in order to be effective. The County will pay Logan Systems for all work <br />completed prior to the termination date. In addition, for work that is in <br />progress at the time of termination, Lee County will allow Logan Systems to <br />either finish such work and be paid upon completion or Lee County will <br />reimburse Logan Systems at its current book prices for the portion of work <br />completed and its reasonable expenses incurred in an effort to complete the <br />work as of the date of the termination. <br />17. Termination for Funding: This agreement may be terminated at the end of a <br />fiscal year by the County if adequate finding is not available for the entire <br />agreement. To the extent that partial funding is available, the County and <br />9 <br />