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21. SEVERABILITY <br />The invalidity or unenforceability of any provision or covenant contained in this Master <br />Renewal Agreement shall not affect the validity or enforceability of any other provision or <br />covenant herein contained and any such invalid provision or covenant shall be deemed modified <br />to the extent necessary in order to render such provision valid and enforceable; if such provision <br />may not be so saved, it shall be severed and the remainder of this Master Renewal Agreement shall <br />remain in frill force and effect. <br />22. WAIVER <br />No waiver of any breach of any provision of this Master Renewal Agreement shall <br />constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other <br />provisions hereof, and no waiver shall be effective unless made in writing and signed by an <br />authorized representative of the waiving party. <br />23. FORCE MAJEURE <br />No default, delay or failure to perform on the part of CONSULTANT shall be considered <br />a breach of this Master Renewal Agreement where such default, delay or failure is due to a force <br />majeure or to circumstances beyond its control. Such circumstances will include, without <br />limitation, strikes, riots, civil disturbances, actions or inactions concerning government authorities, <br />epidemics, war, terrorist acts, embargoes, severe weather, fire, earthquakes, acts of God or the <br />public enemy or default of a common carrier or other disasters or events. <br />24. 111SCELLANEOUS PROVISIONS <br />(a) Each undersigned represents and warrants that its signature lmerenmbelow has the power, <br />authority and right to bind their respective parties to each of the terns of this Agreement, <br />and shall indemnify CITY filly, including reasonable costs and attorney's fees, for any <br />injuries or damages to CITY in the event that such authority or power is not, in fact, held <br />by the signatory or is withdrawn. <br />(b) All Exhibits referenced herein and attached hereto shall be incorporated as if filly set forth <br />in the body of this Master Renewal Agreement. <br />(c) The mutual execution of this Master Renewal Agreement by the PARTIES hereto shall <br />supersede the PARTIES' Original Agreement and all amendments thereto, including ally <br />contract extension currently in effect, which by mutual consent of the parties shall be hereby <br />cancelled effective March 1, 2020, and all support and maintenance fees paid by CITY <br />thereon for calendar year 2020 shall be prorated to cover the months of January and February <br />2020 only, and all remaining support and maiitenamce fees paid by CITY for calendar year <br />2020 shall be credited by CITY to CONSULTANT as having been paid against support and <br />maintenance obligations owing by the CITY to CONSULTANT under the terms of this <br />Agreement in accordance with Section 2 of this Agreement ("COMPENSATION"), <br />subsection (b) ("Support and Maintenance Agreement"), <br />14 <br />25D-23 <br />