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<br />Non-Professional Services Agreement between 12/3/2020 <br />City of San Leandro and Watson Consoles Page 13 of 16 <br />and/or copying at any time during regular business hours, upon oral or written request of <br />the City. Under California Government Code Section 8546.7, if the amount of public funds <br />expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to <br />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 /> <br />Section 10. MISCELLANEOUS PROVISIONS. <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 t his <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 th at 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 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 /> <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 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