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the examination and audit of the State Auditor, at the request of City or as part of any audit <br /> of the City, for a period of 3 years after final payment under the Agreement. <br /> Section 10 MISCELLANEOUS PROVISIONS. <br /> 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for <br /> declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing <br /> party shall be entitled to reasonable attorneys' fees in addition to any other relief to which <br /> that party may be entitled. The court may set such fees in the same action or in a <br /> separate action brought for that purpose. <br /> 10.2 Venue. In the event that either party brings any action against the other under this <br /> Agreement, the parties agree that trial of such action shall be vested exclusively in the <br /> state courts of Califomia in the County of Alameda or in the United States District Court for <br /> the Northern District of California. <br /> 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this <br /> Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so <br /> adjudged shall remain in full force and effect. The invalidity in whole or in part of any <br /> provision of this Agreement shall not void or affect the validity of any other provision of this <br /> Agreement. <br /> 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this <br /> Agreement does not constitute a waiver of any other breach of that term or any other term <br /> of this Agreement. <br /> 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of <br /> and shall apply to and bind the successors and assigns of the parties. <br /> 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written <br /> studies and other printed material on recycled paper to the extent it is available at equal or <br /> less cost than virgin paper. <br /> 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within <br /> the corporate limits of City or whose business, regardless of location, would place <br /> Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, <br /> codified at Califomia Govemment Code Section 81000 et seq. <br /> Consultant shall not employ any City official in the work performed pursuant to this <br /> Agreement. No officer or employee of City shall have any financial interest in this <br /> Agreement that would violate Califomia Government Code Sections 1090 et seq. <br /> Consultant hereby warrants that it is not now, nor has it been in the previous 12 months, <br /> an employee, agent, appointee, or official of the City. If Consultant was an employee, <br /> agent, appointee, or official of the City in the previous twelve months, Consultant warrants <br /> that it did not participate in any manner in the forming of this Agreement. Consultant <br /> Consulting Services Agreement between January 1, 2012 <br /> City of San Leandro and BAHBA Page 10 of 13 <br />