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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 California 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 Conflict of Interest. Contractor may serve other clients, but none whose activities within <br />the corporate limits of City or whose business, regardless of location, would place <br />Contractor in a "conflict of interest," as that term is defined in the Political Reform Act, <br />codified at California Government Code Section 81000 et seq. <br />Contractor 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 California Government Code Section 1090 et seq. <br />Contractor hereby warrants that it is not now, nor has it been in the previous 12 months, an <br />employee, agent, appointee, or official of the City. If Contractor was an employee, agent, <br />appointee, or official of the City in the previous 12 months, Contractor warrants that it did <br />not participate in any manner in the forming of this Agreement. Contractor understands <br />that, if this Agreement is made in violation of California Government Code Section 1090 et <br />seq., the entire Agreement is void and Contractor will not be entitled to any compensation <br />for services performed pursuant to this Agreement, including reimbursement of expenses, <br />and Contractor will be required to reimburse the City for any sums paid to the Contractor. <br />Contractor understands that, in addition to the foregoing, it may be subject to criminal <br />prosecution for a violation of California Government Code Section 1090 et seq., and, if <br />applicable, will be disqualified from holding public office in the State of California. <br />10.7 Solicitation. Contractor agrees not to solicit business at any meeting, focus group, or <br />interview related to this Agreement, either orally or through any written materials. <br />Non -Professional Services Agreement between City of San Leandro and Pacheco Brothers Gardening, Inc. <br />for Citywide Median Maintenance Services. <br />Page 13 of 15 <br />