AgdaPkt 2019-05-20 Joint SA PFA - Laserfiche WebLink

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6.F. - Page 19 of 180 12.5 Severability. In the event that part of this Agreement shall bedeclared invalid or unenforceable by a valid judgment ordecree of a courtof competent jurisdiction, such invalidity orunenforceabiIityshall not affect any of the remain ingportions of this Agreement which are hereby declared ass everableand shaII be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 12.6 Waiver. No delay or omission in the exercise of any right or remedy by a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consentto or approval of any act by the other party requiring the party's consent or a pprova I shall not bed eemed to waive or render unnecessary the other party's consentto or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 12.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrantthat (i) such party is duly organized and existing, (ii) they are dulyauthorized to execute and deliverthis Agreement on behalf of said party, (iii) bysoexecuting thisAgreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. 12.8 Warranty& Representation of Non -Collusion. Noofficial,officer,oremployeeof City has anyfinancial interest director indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relatingto this Agreement which may affect his/herfinancial interestorthe financial interestof any corporation, partnership, or association in which (s)heis directlyor indirectly interested, or in violation of any corporation, partnership, or association in which (s)heis directlyor indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State lawand shall not include interests found to be "remote" or "non -interests" pursuantto Government Code Sections 1091 or 1091.5. Consultantwarrants and represents that it has not paid or given, and will not pay or give, to anythird party including, but not limited to, any official, officer, or employeeof City, any money, consideration, or other thingofvalueas a resultor consequenceof obtainingor being awarded any agreement. The foregoing does not apply to any commission or bonus paid to a bona fide employee of Consultant as a result of this Agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conductor collusion thatwould result in the payment of any money, consideration, or other thi ng of va I ue to any third party including, but not limited to, any official, officer, or empl oyee of City, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in the payment of money, consideration, or other thing of valuewill render this Agreement void and of no force or effect. 12.9 Work Product. 12.9.1 City will make availableto Consultantsuch materials from its files as may be required by Consultant to perform the Services. Such materials shall remain the property of City while in Consultants possession. Upon termination of the Agreement or completion of work under the Agreement, Consultantshall turn overto City any City property or materials in its possession and any calculations, notes, reports, electronic files or other materials prepared by Consultant in the performance of these services. 12.9.2 Consultant grants to City a royalty free non-exclusive perpetual irrevocable license to use all deliverables and work product generated by Consultantin connection with the Services, subject only to payment by City of those portions of the Contract Sum designated for the Services actually performed by Consultant, including retainage. Consultantshall have no responsibility or liabilityfor any revisions, changes or modifications madeby City to such deliverables and work product. GENERALTERMS AND CONDITIONS ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 11 of 172 Page 11 126