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Attachment A <br />Attachment C: Non-Professional Services Agreement Page 21 of 36 <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 <br />this 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 <br />term 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 Conflict of Interest. Contractor may serve other clients, but none whose activities <br />within 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 /> <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 /> <br />Contractor hereby warrants that it is not now, nor has it been in the previous 12 <br />months, an employee, agent, appointee, or official of the City. If Contractor was an <br />employee, agent, appointee, or official of the City in the previous 12 months, Contractor <br />warrants that it did not participate in any manner in the forming of this Agreement. <br />Contractor understands that, if this Agreement is made in violation of California <br />Government Code Section 1090 et seq., the entire Agreement is void and Contractor will <br />not be entitled to any compensation for services performed pursuant to this Agreement, <br />including reimbursement of expenses, and Contractor will be required to reimburse the <br />City for any sums paid to the Contractor. Contractor understands that, in addition to <br />the foregoing, it may be subject to criminal prosecution for a violation of California <br />Government Code Section 1090 et seq., and, if applicable, will be disqualified from <br />holding public office in the State of California. <br /> <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 /> <br />10.8 Contract Administration. This Agreement shall be administered by <br />_______________________________ ("Contract Administrator"). All correspondence <br />shall be directed to or through the Contract Administrator or his or her designee. <br /> <br />10.9 Notices. Any written notice to Contractor shall be sent to: <br />____________________________________________ <br />____________________________________________ <br />[EMAIL ADDRESS MUST BE INCLUDED]__________ <br /> <br />Any written notice to City shall be sent to: <br />143