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party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose . 10.2 Venue. In the even t that either party brings any action against the other under this Agreement, the Part ies agree that tria l of such action shall be vested exclusively in the state courts of Ca lifornia in the County of Alameda or in the United States District Court for the Northern Distr ict of California . 10.3 Severability. If a court of competent jurisdiction finds or ru les that any provision of this Agreement is inval id, void, or unenforceab le, the provisions of this Agreement not so adjudged shall rema in in full force and effect. The invalidity in who le or in part of any provis ion of this Agreeme nt shall not void or affect the va lidity of any other prov ision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any othe r breach of that te rm or any other term of this Agreement. 10 .5 Successors and Assigns . The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties. 10.6 Conflict of Interest. Contractor may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of loca tion , wou ld place Contractor in a "co nfl ic t of interest," as that term is defined in the Political Reform Act, codified at Ca lifornia Government Code Section 81000 et seq. Contractor shall not employ any City official in the wo rk performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Section 1090 et seq. Contractor hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or officia l of the City . If Contractor was an emp loyee, agent, appointee, or officia l of the City in the previous 12 months, Contractor warrants that it did not participate in any manner in the forming of this Agreement. Contractor understands that, if th is Agreement is made in violation of California Government Code Section 1 090 et seq., the entire Agreement is void and Contractor will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Contractor will be required to reimburse the City for any sums paid to the Contractor. Contractor unders tands that, in addi tion to the foregoing, it may be subject to criminal prosecution for a vio lation of California Government Code Section 1090 et seq., and, if applicab le, will be disqualified from holding public office in the State of California. 10.7 Soli citation . Contractor agrees not to solicit business at any meeting, focus group, or interv iew related to this Agreement, either orally or through any written materials. Non-Professional Services Agreement between City of San Leandro and Rubicon Enterprises, Inc. for Citywide Turf Maintenance Services Page 13 of 15