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430 West 200 North, <br />P.O. Box 702 <br />Midway, Utah 84049 <br />with a copy to: <br />STOEL RIVES LLP <br />201 Main Street, Suite 1100 <br />Salt Lake City, Utah 84111- 4904 <br />Attention: Scott F. Young <br />lf to COUNTY, to it at: <br />with a copy to <br />12. ENTIRE AGREEMENT. This Agreement, together with the accompanying Schedules and <br />Software License Agreement set forth the entire understanding and agreements between the Parties with <br />respect to the subject matter hereof, and supersedes any and all prior understandings, representations <br />and warranties, including, without limitation, any submittal or response to request for proposal ("RFP") of <br />any kind preceding the date of this Agreement and are not binding on either party except to the extent <br />incorporated in this Agreement, the accompanying Schedules or Software License Agreement. This <br />Agreement may only be amended by an instrument in writing signed by the Parties. The invalidity of any <br />provision or portion of a provision of this Agreement shall not affect the validity of any other provision of <br />this Agreement or the remaining portion of the applicable provision. <br />13. ASSIGNMENT. No Party may assign any of its rights or delegate any of its duties under <br />this Agreement without the prior written consent of the other Party, which may be withheld for any reason <br />or for no reason, except that any Party may assign its rights and delegate its duties to a successor to <br />such Party's entire business, membership interests or assets. <br />14. COUNTERPARTS. This Agreement may be executed in one or more counterparts, which <br />together shall constitute a single instrument. Facsimile delivery of an executed counterpart shall be valid <br />and binding for all purposes. <br />15. INCORPORATION OF RECITALS AND FOOTNOTES. The Recitals and Footnotes to <br />this agreement are a part hereof and incorporated herein. <br />16. MODIFICATION/CONSTRUCTION. This Agreement may not be modified or amended <br />except with a writing signed by both Parties. No rule of strict construction shall apply against or in favor of <br />either Party. <br />17. FORCE MAJEURE. Neither CoTEMR nor COUNTY shall be liable to the other or be <br />deemed to be in breach of this Agreement for any failure or delay in rendering performance arising out of <br />causes beyond its reasonable control and without its fault or negligence. Such causes may include, but <br />6