Item 23 - City-wide Cashiering Software and Hardware Upgrades

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any material adjustment in the contract and/or the time to perform this Master Renewal Agreement, which said adjustments are subject to the written approval of the CONSULTANT. (c) Maximum Contract Compensation Cap Net total compensation to Consultant shall not, as the result of any Change Order, exceed the maximum contract compensation amount set forth under Section 2 (“COMPENSATION”) of this Agreement, unless an increase in maximum contract compensation is agreed to by the parties pursuant to a duly executed amendment of this Agreement. 19.ENTIRE AGREEMENT This Master Renewal Agreement, including any duly executed change order, shall constitute the entire agreement between the PARTIES hereto with respect to the matters covered herein. No other understandings, agreements, representations, warranties or other matters, oral or written, purportedly agreed to or represented by or on behalf of CONSULTANT by any of its employees or agents, or contained in any sales material s or brochures, shall be deemed to bind the PARTIES hereto with respect to the subject matter hereof. CITY acknowledges that it is entering into this Agreement solely on the basis of the representations contained herein. The terms of this Agreement may not be changed except by an amendment or change order signed by an authorized representative of each PARTY. No provisions in any purchase orders, invoices, or in any other documentation employed by or on behalf of either party in connection with this Master Renewal Agreement, regardless of the date of such documentation, shall affect the terms of this Master Renewal Agreement, even if such document is accepted by either or both PARTIES, with such provisions being deemed deleted. Provided, however that the applicable terms of the PARTIES' Original Agreement along with the applicable terms of the First and Second Amendments to said Original Agreement relating to CITY's licensing rights to operate the CITY’s iNovah – SWS – Enterprise software cashiering license to up to 300,000 annual receipts with corresponding Check 21 – ICL software and hardware support rights, shall remain in full force and effect until the PARTIES have completed the upgrade of the CITY's iNovah system to include CONSULTANT’s “Santa Ana EMV – Additional Request for Service – EMV PayConex Implementation” and user acceptance has been verified to CONSULTANT by CITY, at which time, only the licensing rights shall continue pursuant to the terms of the Original Agreement as amended and the iNovah software definition shall incorporate all versions/elements of the iNovah software to which this Master Renewal Agreement applies. 20.SEVERABILITY The invalidity or unenforceability of any provision or covenant contained in this Master Renewal Agreement shall not affect the validity or enforceability of any other provision or covenant herein contained and any such invalid provision or covenant shall be deemed modifiedto the extent necessary in order to render such provision valid and enforceable; if such provision may not be so saved, it shall be severed and the remainder of this Master Renewal Agreement shall remain in full force and effect. 21.WAIVER No waiver of any breach of any provision of this Master Renewal Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative 13