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MTC/City of San Leandro <br />Master Funding Agreement for FY 2021-22 to FY 2030-31 <br />Page 7 <br /> <br /> <br /> If at any time during the term of this Agreement AGENCY becomes aware of an organizational <br />conflict of interest in connection with the work performed by a subconsultant or subcontractor <br />hereunder, AGENCY shall immediately provide MTC with written notice of the facts and circumstances <br />giving rise to this organizational conflict of interest. AGENCY’s written notice will also describe <br />alternatives for addressing or eliminating the organizational conflict of interest. If at any time during the <br />period of performance of this Agreement, MTC becomes aware of an organizational conflict of interest <br />in connection with performance of any work hereunder by a subconsultant or subcontractor, MTC shall <br />similarly notify AGENCY. In the event a conflict is presented, whether disclosed by AGENCY or its <br />subconsultant or subcontractor, or discovered by MTC, MTC will consider the conflict presented and <br />any alternatives proposed and meet with AGENCY to determine an appropriate course of action. <br />MTC’s determination as to the manner in which to address the conflict shall be final. <br /> Failure to comply with this section may subject AGENCY or its subconsultant or subcontractor <br />to damages incurred by MTC in addressing organizational conflicts that arise out of work performed by <br />such subconsultant or subcontractor, or to termination of this Agreement for breach. <br /> <br />17.0 CHOICE OF LAW <br /> All questions pertaining to the validity and interpretation of the Agreement shall be determined <br />in accordance with the laws of the State of California applicable to agreements made and to be <br />performed within the State. <br /> <br />18.0 PARTIAL INVALIDITY <br /> If any term or condition of this Agreement is found to be illegal or unenforceable, such term or <br />condition shall be deemed stricken and the remaining terms and conditions shall remain valid and in full <br />force and effect. <br /> <br />19.0 NO THIRD PARTY BENEFICIARIES <br /> This Agreement is not for the benefit of any person or entity other than the parties. <br /> <br />20.0 ORDER OF PRECEDENCE <br /> In the event of a conflict in the provisions of this Agreement, any Supplement hereto, or the <br />Exhibits hereto incorporated by reference into such Supplement, the following order of priority shall be <br />used in resolving such conflict: the applicable Supplement shall have first priority, then the Exhibits <br />incorporated into such Supplement, then this Agreement. <br /> <br />380