Item 15 - Enterprise Land Management System Online Payment Services System

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under this Agreement if such damages,delays or failure are due to circumstances beyond the reasonable control of such Party and without its fault or negligence,such as acts of God,fire,flood,earthquakes or other natural disasters,epidemics,industry-wide strikes and governmental acts or orders or restrictions. The Party affected by such circumstances will use all commercially reasonable efforts to avoid or remove such causes of non-performance. Nothing herein shall relieve a Party from its payment obligations for Services rendered. 18. ASSIGNMENT The terns and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties. Neither Party may assign any of its rights hereunder, nor delegate any of its duties hereunder,without the prior written consent of the other Party,and each Party acknowledges and agrees that,absent such prior written consent,any attempted assignment or delegation hereunder shall be null,void and of no effect. Notwithstanding the foregoing,either Party may assign this Agreement or any rights and obligations hereunder either to an Affiliate or to a third- party successor to all or substantially all of its business,stock or assets,in each case,without the prior written consent of the other Party. 19. CHOICE OF LAW This Agreement shall be governed by and construed in accordance with the Laws of the state in which AGENCY is located without reference to choice of laws or rules. 20. AMENDMENT Except as otherwise provided for herein,the terms and conditions of this Agreement shall not be modified or amended except in writing and agreed to by the Parties. Notwithstanding the foregoing,this Agreement is subject to such modifications,changes,and additions as may be required by reason of any applicable Law,regulation or Rule. 21. PUBLICITY Neither Party shall use the other Party's name,logo or service marks in conjunction with a press release or advertisement without first obtaining written approval. 22. NOTICE Any notice,consent or other communication required or contemplated by this Agreement shall be in writing,and shall be delivered in person,by U.S.mail,by overnight courier,by electronic mail or by fax to the intended recipient at the address most recently provided in writing. 23. HEADINGS The headings contained in this Agreement are for convenience of reference only and shall not affect the meaning of any provision of this Agreement. 24. SEVERABILITY Should any term,clause or provision herein be found invalid or unenforceable by a court of competent jurisdiction,such invalidity shall not affect the validity or operation of any other term,clause or provision and such invalid term,clause or provision shall be construed to most closely reflect the original intent of the Parties. 25. ENTIRE AGREEMENT; WAIVER; COUNTERPARTS This Agreement constitutes the entire understanding of the Parties and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their agreement. Either Party's waiver of any breach of any provision of this Agreement shall not be deemed a waiver of any subsequent breach of the same or other provision. This Agreement may be executed in two(2)or more counterparts, 25.06.01 Page 9 CSG#65915.0 03-19-26