Agmt10 Integrated Building Solutions, Inc.

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paid for the reasonable value of the services performed up to the time of cessation or abandonment, less a deduction for any damages or additional expenses which City incurs as a result of such cessation or abandonment. (19) Waiver. The waiver by either party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this Agreement. (20) No Third -party Rights. The parties intend not to create rights in, or to grant remedies to, any third party as a beneficiary of this Agreement or of any duty, covenant, obligation, or undertaking established herein. (21) Severability. Should any part of this Agreement be declared by a final decision by a court or tribunal of competent jurisdiction to be unconstitutional, invalid, or beyond the authority of either party to enter into or carry out, such decision shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect, provided that the remainder of this Agreement, absent the unexcised portion, can be reasonably interpreted to give effect to the intentions of the parties. (22) Compliance with Laws. In the performance of this Agreement, Consultant shall abide by and conform to any and all applicable laws of the United States and the State of California, and the City Charter and all ordinances of the City. Consultant warrants that all work done under this Agreement will be in compliance with all applicable safety rules, laws, statutes and practices, including but not limited to Cal /OSHA regulations. (23) Controlling Law. This Agreement and all matters relating to it shall be governed by the domestic laws of the State of California. Any action arising out of this Agreement shall be venued in the Superior Court of the State of California in and for the County of San Mateo. Consultant agrees to exclusive jurisdiction and venue of that Court for all matters not removed to the U.S. District Court. (24) Conflict of Interest. Consultant warrants and covenants that Consultant presently has no interest in, nor shall any interest be hereinafter acquired in, any matter which will render the services required under the provisions of this Agreement a violation of any applicable state, local, or federal law. In the event that any conflict of interest should nevertheless hereinafter arise, Consultant shall promptly notify City of the existence of such conflict of interest so that the City may determine whether to terminate this Agreement. Consultant further warrants its compliance with the Political Reform Act (Gov. Code section 8100 et seq.) respecting this Agreement. Consultant is not a 'public official' for purposes of Government Code section 87200 et seq. Consultant conducts research and arrives at conclusions with respect to his or her rendition of information, advice, recommendation or counsel independent of the control and direction of the City or any City official, other than normal, contract monitoring. In addition, Consultant possesses no authority with respect to any City decision beyond the rendition of information, advice, recommendation or counsel." ATTY /AGR/2010.119 11/12/10 8