Agmt21 Cleverciti Systems, Corp.

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31. Cooperative Purchasing. Other public agencies (including the United States of America, any state, municipality or other public corporation, or agency, including a joint powers authority or quasi -public entity) may purchase goods and services from Contractor under the terms and conditions set forth in this Agreement. Contractor agrees that any such orders for identical items shall be accepted at the same or lower price and upon the same terms and conditions. Nothing in this section shall obligate the City to expend any funds or take any action in connection with the use of the Agreement by another public agency to purchase goods or services from Contractor. 32. Waiver; Remedies Cumulative. Failure by a Party to insist upon the performance of any of the provisions of this Agreement by the other Party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such Party's right to demand compliance by such other Party in the future. No waiver by a Party of a default or breach of the other Party shall be effective or binding upon such Party unless made in writing by such Party, and no such waiver shall be implied from any omissions by a Party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a Party under this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy. 33. Mitigation of Damages. In all such situations arising out of this Agreement, the Parties shall attempt to avoid and minimize the damages resulting from the conduct of the other Party. 34. Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. 35. Covenants against Contingent Fees. Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 36. Claims and Lawsuits. Contractor acknowledges that if a false claim is submitted to City by Contractor, Contractor may be subject to criminal prosecution for fraud. Contractor also acknowledges that California Government Code sections 12650 et seq. (the False Claims Act), as amended, applies to this Agreement and provides for civil penalties where a person knowingly submits a false claim to a public entity. These REV: 12-10-2020 SK ATTY/AGR.2020.282/Cleverciti (Parking Guidance System Project) (Page 20 of 54)