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<br />Consulting Services Agreement between Project No. 08-593-52-239 <br />City of San Leandro and Carollo Engineers, Inc. Page 12 <br /> <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 /> <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 /> <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 /> <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 /> <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 /> <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 /> <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 California Government Code Section 81000 et seq. <br /> <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 California Government Code Sections 1090 et seq. <br /> <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 12 months, Consultant warrants that <br />it did not participate in any manner in the forming of this Agreement. Consultant <br />understands that, if this Agreement is made in violation of California Government Code <br />Section 1090 et seq., the entire Agreement is void and Consultant will not be entitled to <br />any compensation for services performed pursuant to this Agreement, including <br />reimbursement of expenses, and Consultant will be required to reimburse the City for any