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NPS 2.2(4/23/20) <br /> B Does not serve in a staff capacity with City and in that capacity, participate in <br /> making a governmental decision or otherwise perform the same or substantially the <br /> same duties for City that would otherwise be performed by an individual holding a <br /> position specified in City's Conflict of Interest Code under Government Code <br /> section 87302 <br /> 7 3 In the event City determines that Contractor must disclose its financial interests,Contractoi <br /> shall complete and file a Fair Political Practices Commission Form 700, Statement of <br /> Economic Interests, with the City Clerk's office pursuant to the written instructions <br /> provided by the City Clerk <br /> ARTICLE 8—GENERAL CONSIDERATIONS <br /> 8 1 In the event any action is commenced to enforce or interpret any of the terms or conditions <br /> of this Agreement the prevailing Party shall, in addition to any costs and other relief, be <br /> entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in- <br /> house counsel by a Party <br /> 8 2 Contractor shall not assign any of the Services, except with the prior written approval of <br /> City and in strict compliance with the terms and conditions of this Agreement Any <br /> assignment or attempted assignment without such prior written consent may, in the sole <br /> discretion of City,results in City's immediate termination of this Agreement <br /> 8 3 Contractor is for all purposes under this Agreement an independent contractor and shall <br /> perform the Services as an independent contractor Neither City nor any of its agents shall <br /> have control over the conduct of Contractor or Contractor's employees, except as herein <br /> set forth Contractor shall supply all necessary tools and instrumentalities required to <br /> perform the Services Assigned personnel employed by Contractor are for its account only, <br /> and in no event shall Contractor or personnel retained by it be deemed to have been <br /> employed by City or engaged by City for the account of, or on behalf of City Contractor <br /> shall have no authority, express or implied, to act on behalf of City in any capacity <br /> whatsoever as an agent,nor shall Contractor have any authority,express or implied,to bind <br /> City to any obligation <br /> 8 4 This Agreement may be terminated by City, in its sole discretion, by providing not less <br /> than five (5) days prior written notice to Contractor of City's intent to terminate If this <br /> Agreement is terminated by City, an adjustment to Contractor's compensation shall be <br /> made, but (i) no amount shall be allowed for anticipated profit or unperformed Services, <br /> and(ii)any payment due Contractor at the time of termination may be adjusted to the extent <br /> of any additional costs to City occasioned by any default by Contractor. Upon receipt of a <br /> termination notice, Contractor shall immediately discontinue its provision of the Services <br /> and, within five (5) days of the date of the termination notice, deliver or otherwise make <br /> available to City, copies (in both hard copy and electronic form, where applicable) of <br /> project related data, design calculations, drawings, specifications, reports, estimates, <br /> summaries and such other information and materials as may have been accumulated by <br /> Contractor in performing the Services Contractor shall be compensated on a pro-rata basis <br /> for Services completed up to the date of termination <br /> 5 <br /> L IcaldimlAgreements'D&H Water Systems FY 20 21 doer•in <br />