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Attachment B 36. Taxes. Fees for SaaS Services, Professional Services, or any other fees shown in Schedule 1 to Exhibit A do not include any taxes, including, without limitation, any sales, use or excise tax. Customer shall be responsible for all taxes, exclusive of taxes on BSA’s net income, arising out of this Agreement. If Customer is not validly tax-exempt, and BSA is required to remit taxes on customer’s behalf, Customer agrees to reimburse BSA for any taxes by BSA. 37. U.S. Government Rights. Each instance of the Documentation, Modifications and software that are constituents of BSA Software Products is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Any use, modification, reproduction release, performance, display or disclosure of the Application by the U.S. Government shall be solely in accordance with the terms of this Agreement. 38. Export Control. Certain uses of the Software by Licensee may be subject to restrictions under United States regulations relating to exports and ultimate end uses of computer software. Licensee agrees to fully comply with all applicable United States laws and regulations, including but not limited to the Export Administration Act of 1979, as amended from time to time, the Arms Export Control Act, as amended from time to time, any regulations promulgated thereunder to implement those statutes, and all sanctions programs administered by the U.S. Government. 39. Contract Documents and Order of Precedence. The text of this Agreement without any Exhibits and Schedules shall control over any inconsistent text in any of the Exhibits or Schedules. This Agreement includes the following Exhibits and Schedules: Exhibit A – Payment Terms Generally Schedule 1 to Exhibit A – SaaS/Interface/Customization Fees Schedule 2 to Exhibit A – Professional Service Fees Exhibit B – Annual Service and Hosting Fees Exhibit C – Support Call Process IN WITNESS THEREOF, the Parties hereto have executed this Agreement as of the dates set forth below. BSA SOFTWARE, INC. CUSTOMER By: ______________________________ By: ___________________________ By: ______________________________ Name: ___________________________ Name: _________________________Pat Trudgeon Name: Dan Roe Title: ____________________________ Title: __________________________City Manager Title: Mayor Date: ____________________________ Date: __________________________ Date: ____________________________