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DocuSign Envelope ID:BF158607-039B-45C7-BF4E-235E368E5BDF 35. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY,DISCLAIMER OF WARRANTIES,OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES.THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY CIVICPLUS TO CLIENT AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. Force Majeure 36. No party shall have any liability to the other hereunder by reason of any delay or failure to perform any obligation or covenant if the delay or failure to perform is occasioned by force majeure, meaning any act of God, storm, pandemic, fire, casualty,unanticipated work stoppage,strike,lockout,labor dispute,civic disturbance,riot,war,national emergency,act of public enemy,or other cause of similar or dissimilar nature beyond its control. Taxes 37. The amounts owed for the Services exclude,and Client will be responsible for,all sales,use,excise,withholding and any other similar taxes,duties and charges of any kind imposed by any federal,state or local governmental entity in connection with the Services(excluding taxes based solely on CivicPlus's income).If the Client is tax-exempt,the Client must provide CivicPlus proof of their tax-exempt status,within fifteen(15)days of contract signing,and the fees owed by Client under this Agreement will not be taxed.If such exemption certificate is challenged or held invalid by a taxing authority then Client agrees to pay for all resulting fines,penalties and expenses. Other Documents 38. This Agreement, including all exhibits,amendments,and addenda hereto and all SOWs, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.No modification,amendment,or waiver of any provision of this Agreement or any SOW will be effective unless in writing and signed by each Party.However,to the extent of any conflict or inconsistency between the provision in the body of this Agreement and any exhibit,amendment,or addenda hereto or any SOW,the terms of such exhibit,amendment, addenda or SOW will prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Client purchase order or other order documentation(excluding SOWs)will be incorporated into or form any part of this Agreement,all such terms or conditions will be null and void,unless such term is to refer and agree to this Agreement. Interlocal Purchasing Consent/Cooperative Purchasing 39. With the prior approval of CivicPlus,which may be withheld for any or no reason within CivicPlus's sole discretion,this Agreement and any SOW may be extended to any public entity in Client's home-state to purchase at the SOW prices and specifications in accordance with the terms stated herein. 40. To the extent permitted by law,the terms of this Agreement and set forth in one or more SOW(s)may be extended for use by other local government entities upon execution of a separate agreement, SOW,or other duly signed writing by and between CivicPlus and the such entity, setting forth all of the terms and conditions for such use, including applicable fees and billing terms. Miscellaneous Provisions 41. The invalidity, in whole or in part, of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 42. The Parties negotiated this Agreement with the opportunity to receive the aid of counsel and, accordingly, intend this Agreement to be construed fairly,according to its terms,in plain English,without constructive presumptions against the drafting Party.The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement.As 6 of 7