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