Agmt19 CherryRoad Technologies, Inc.

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12.5 Severability. In the event that part of this Agreement sha I I be decl a red inva I id or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceabi IityshaI] not affect any of the remaining portions of this Agreement which are hereby declared as severableand shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidily deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 12.6 Waiver. No del a y or omission in the exercise of any right or remedy by a non -defaulting party on any defau It shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shaII not bea waiver of any other default concern ingthesameorany other provision of this Agreement. 12.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii)they are duly a uthori zed to execute and deliver this Agreement on beh a if of s ai d party, (iii) by so executing this Agreement, such party is forma l l ybound 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. No official, officer, or employeeof City has anyffnancial interest, direct or 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 orgive, to anythi rd party including, but notl i mitedto, any official, officer, or employeeof City, any money, consideration, or other thing of valueas a result or consequence of obtaining or 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 colt usion that would result in the payment of any money, consideration, or other thing of val ueto any third party including, butnot limited to, anyofficial, officer, or employee 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 thisAgreement voidandof no forceor effect. 12.9 Work Product. 12.9.1 Citywill makeavailableto Consultantsuch materials from itsfiles as may be required by Consultant to perform the Services. Such materials shall remain the property of City while in Consultant's possession. Upon termination of the Agreement or completion of work under the Agreement, Consultantshall turnover to 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 deliverablesand work product generated by Consultantin connection with the Services, subjectonly to payment by City of those portions of the Contract Sum designated for the Services actually performed by Consultant, including retainage. Consultant shall have no responsibility or liability for any revisions, changes or modifications madeby City to such del iverables and work product. GENERAL TERMS AND CONDITIONS Page 11 ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 11 of 172