Item 23 - City-wide Cashiering Software and Hardware Upgrades

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of the waiving party. 22. FORCE MAJEURE No default, delay or failure to perform on the part of CONSULTANT shall be considered a breach of this Master Renewal Agreement where such default, delay or failure is due to a force majeure or to circumstances beyond its control. Such circumstances will include, without limitation, strikes, riots, civil disturbances, actions or inactions concerning government authorities, epidemics, war, terrorist acts, embargoes, severe weather, fire, earthquakes, acts of God or the public enemy or default of a common carrier or other disasters or events. 23.MISCELLANEOUS PROVISIONS (a) Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully, including reasonable costs and attorney's fees, for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. (b) All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Master Renewal Agreement. (c) Subject to section 19 of this Master Renewal Agreement, the mutual execution of this Master Renewal Agreement by the PARTIES hereto shall supersede the PARTIES’ Original Agreement and all amendments thereto, including any contract extension currently in effect, which by mutual consent of the parties shall be herebycancelled. All support and maintenance fees paid by CITY thereon for calendar year 2022 shall be fully applied on a semi-annual basis. All invoices and related payments for the period beginning July 1, 2022, shall be subject to the provisions of this Master Renewal Agreement. (d) This Master Renewal Agreement must be signed below and may be signed in counterpart and delivered by fax, email as a PDF (Portable Document Format) file attachment, or by other means that displays the original or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner. // // {Signatures on following page} 14