Item 23 - City-wide Cashiering Software and Hardware Upgrades

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9.CONFLICT OF INTEREST CLAUSE CONSULTANT covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Master Renewal Agreement. 10.MUTUAL OBLIGATIONS – OWNERSHIP (a) CONSULTANT's Obligations. CONSULTANT shall use commercially reasonable efforts to provide the professional services set out in the applicable Statement of Work (the "Services"). (b) CITY's Obligations. To enable CONSULTANT to perform the Services, CITY agrees to provide the following to CONSULTANT: i.Information relative to CITY's hardware and software required for CONSULTANT to provide its Services; ii.Access to and use of CITY's facilities, equipment, hardware and software required by CONSULTANT to perform the Services; iii. iv. Personnel and assistance as is reasonably required to enable CONSULTANT to perform the Services; and A representative with authority to approve the plans and deliverables described in the applicable Statement of Work if so required. (c) Ownership. CITY may retain a PDF copy of any reports or other deliverables provided by CONSULTANT to CITY as part of the Services ("Deliverables"); however, CONSULTANT is and shall remain the owner of all copyright, patents, trademarks, trade secrets and other intellectual property rights. 11.WARRANTY AND LIMITATION OF LIABILITY CONSULTANT warrants that the Services will be performed in a professional and diligent manner by personnel who are competent in performing their individual tasks. To the greatest extent permitted by applicable law, CONSULTANT, its affiliates, and each of their respective directors, officers, employees and shareholders’ entire liability and customer’s exclusive remedy with respect to the services and any other products, materials supplied by CONSULTANT in connection with this agreement for damages for any cause and regardless of the cause of action, whether in contract or in tort, including fundamental breach, negligence, strict liability or otherwise,shall not exceed in the aggregate an amount that is equal to three hundred thousand dollars or the total fees paid to CONSULTANT under this Master Renewal Agreement in the preceding 12 months, whichever is higher. In respect of any liability that arises under the terms of the support and maintenance agreement, the limitation of liability provisions of the support and maintenance agreement shall apply to such liability and not this section11. In no event shall either CONSULTANT and customer, their respective affiliates and each of their respective directors, officers, elected officials, employees and shareholders, be liable for any consequential, incidental, indirect, exemplary, punitive, or special damages whatsoever, including but not limited to for lost revenue or loss of profits, loss of business, loss of data, failure to realize expected savings, or cost of substitute goods or services arising out of or in connection with this 9