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MILLER MENDEL, INC. PROPRIETARY AND CONFIDENTIAL be deemed an original, but all of which together will constitute one and the same instrument. The parties agree that any facsimile copy, including those exchanged electronically as a .pdf, of a signed counterpart of this Agreement will be treated the same as a signed original of this Agreement. 12.9. Entire Agreement. This Agreement together with any exhibits attached hereto contains the entire understanding of the Parties with respect to the transactions and matters contemplated herein, supersedes all prior and contemporaneous agreements or negotiations between Client and MMI concerning the subject matter hereof, and cannot be amended except by a writing dated subsequent to this Agreement and signed by both Parties. To the extent the terms and conditions of this Agreement conflict with the terms and conditions of an exhibit, the terms and conditions of this Agreement will control. No course of dealing or usage of trade may be invoked to modify the terms and conditions of this Agreement. 12.10. Copies Shall Be Considered Originals. Any complete, legible signed copy of this Agreement shall be considered an original. 12.11. Electronic Signatures. Electronic signatures, when legible, will be considered valid in the execution of this Agreement and any attachment hereto. If Client does not accept Electronic Signatures, Client shall notify MMI in email or in other written form before execution of this Agreement, and all signatures will be handwritten. 12.12. Signing Authority. Client represents and warrants the person executing this Agreement is a duly authorized officer or representative of the Client, and has full authority to execute this Agreement, including any amendment thereto, for and on behalf of Client. Client understands that it is fully responsible to ensure the authority of its signatory under this Section, and is responsible for any actual or consequential damages incurred by MMI in the event of a breach of this Section by Client. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective duly authorized representatives. Miller Mendel, Inc. By: �--- Name: Tyler Miller Title: CEO Date: August 27, 2015 Clerk of the Council (Attest) By: Name: Title: Date: City of S. 1 a By: r Name: CeIR(OS PC1.J4�, Title: P jCE7 Date: 9 /,-)//1-- City Attorney's Office (approved as to form) By 4co� Pt Name: �_a tA✓A k • SSI nI Title: C;/Y. �SIS> Gt✓l� � ►ti�rvVYlP� Date: MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PACE 10 OF IS Version: August 27, 2015 —Santa Ana PD Only