Agmt 2007 Dowling Associates Inc.

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any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' ~'ccs. If a party to this Agreement brings any action, including an action l'l)f declaratory relief, to ent'lwce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought lor that purpose. 10.2 Venue. In the event that either p<uiy brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in pali of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Iml>licd Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other tenn of this Agreement. to.5 Successors and Assi2ns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall endeavor to prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. to.7 Conflict oflntercst. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that tenn is defined in the Political Relonn Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work perfonned pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate Califo111ia Government Code Sections 1090 eI seq. Ilcsperian Boulevard/Lewelling Intersection Traffic Assessment November 13,2006 Page 1201'21