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of the waiving party. <br />22. FORCE MAJEURE <br />No default, delay or failure to perform on the part of CONSULTANT shall be considered a <br />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 limitation, <br />strikes, riots, civil disturbances, actions or inactions concerning government authorities, epidemics, war, <br />terrorist acts, embargoes, severe weather, fire, earthquakes, acts of God or the public enemy or <br />default of a common carrier or other disasters or events. <br />23. MISCELLANEOUS PROVISIONS <br />(a) Each undersigned represents and warrants that its signature hereinbelow has the power, <br />authority and right to bind their respective parties to each of the terms of this Agreement, and <br />shall indemnify CITY fully, including reasonable costs and attorney's fees, for any injuries <br />or damages to CITY in the event that such authority or power is not, in fact, held by the <br />signatory or is withdrawn. <br />(b) All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth <br />in the body of this Master Renewal Agreement. <br />(c) Subject to section 19 of this Master Renewal Agreement, the mutual execution of this Master <br />Renewal Agreement by the PARTIES hereto shall supersede the PARTIES' Original <br />Agreement and all amendments thereto, including any contract extension currently in effect, <br />which by mutual consent of the parties shall be herebycancelled. All support and maintenance <br />fees paid by CITY thereon for calendar year 2022 shall be fully applied on a semi-annual <br />basis. All invoices and related payments for the period beginning July 1, 2022, shall be <br />subject to the provisions of this Master Renewal Agreement. <br />(d) This Master Renewal Agreement must be signed below and may be signed in counterpart <br />and delivered by fax, email as a PDF (Portable Document Format) file attachment, or by <br />other means that displays the original or a copy of the signatures. Any subsequent <br />amendments may be signed and delivered in the same manner. <br />(Signatures on following page) <br />14 <br />