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Client: Orange County Attention:Pam Jones Contract# MN5019-4 <br /> h)Any invoice not disputed as described above shall be deemed accepted by the Client.If payment of any invoice that is not disputed as described above is not made within sixry(60)calendar days,M[JNIS reserves <br /> the right to suspend delivery of all services under the Investrnent Summary,the Software License Agreement,this Professional Services Agreement, the Maintenance Agreement and,if applicable,the Third Party <br /> Product Agreement. <br /> 3)Additional Services.Services utilized in excess of those set forth in the Invesdnent Summary and additional related services not set forth in the Investment Summary will be billed at MCJNIS'then cuaent market <br /> rate for the service as they aro incuired. <br /> 4)Limitation of Liabllity.MLJNIS'liability for damages arising out of this Professional Services Agreement,whether based on a theory of contract or tort,including negligence and strict liability,shall be limited to <br /> the professional service fees idenfified in the Investment Sumcnary.The client shall not in any event be entitled to,and MtJN[S shall not be liable for,indirect,special,incidental,wnsequential or exemplary damages <br /> of any nature. The professional service fees set forth in the Investment Summary reflect and are set in reliance upon this allocation of risk and the exclusion of such damages as set focth in this Professional Services <br /> Agreement. <br /> 5)Dispute Resolution.In the event of a dispute between the parties under this Professional Services Agreement pertaining to pecuniary damages or losses,the matter shall be settled by arbitration in accordance with <br /> the then prevailing niles of the American Arbitration Association. <br /> 6)No Intended Thlyd Party Beneficisries.This Professional Services Agreement is entered into solely for the benefit of MUNIS and Client. No third party shall be deemed a beneficiary of this Professional <br /> Services Agreement,and no Urird party shall have the right to make any claim or assert any right under this Professional Services Agreement. <br /> �Governing Law.1'his Professional Services Agreement shall be governed by and construed in accordance with the laws of Client's state of domicile. <br /> 8)Cancellation or Termination.In the event of cancellation or ternrination of this Professional Services Agreement,Client will make payment to MLJNIS for all services and expenses delivered or incurmd prior to <br /> the termination or cancellation of this Professional Services Agreement. <br /> 9)Entire Agreeroent <br /> a)This Professional Services Agreement represents the entire agreement of Client and MIJNIS with respect to the professional services and supersedes any prior agreements,understandings and representations, <br /> whether written,oral,expressed,implied,or statutory. Client hereby acknowledges that in entering into tt�is agreement it did not rely on any representations or wuranties other than those explicitly set forth in this <br /> Professional Services Agreement. <br /> b)If any terni or provision of this Professional Services Agreement or the application thereof to any person or circumstance shall,to any extent,be invalid or unenforceable,the remainder of this Professional <br /> Services Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby,and each term and provision <br /> of this Professional Services Agreement shall be valid and enforced to the fullest extent permitted by law. <br /> c)This Professional Services Agreement may only be amended,modified or changed by written instrument signed by both parties. <br /> 10)Approval of Goveming Body.Client represents and warrants to MLJNIS that this Professional Services Agreement has been approved by its goveming body and is a binding obligation upon Client. <br /> 10 of 14 <br />