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Any such suspension, debarment, discipline or prohibition may result in the termination or , suspension of this Agreement. (c) No document or instrument furnished or to be furnished by the Buyer to City in connection with this Agreement contains or will contain any untrue statement of material fact or omits or will omit a material fact necessary to make the statements contained in such documents or instruments not misleading, under the circumstances under which any such statement shall have been made 10.6 Governing Law This Agreement shall be governed by, subject to, and construed in accordance with the laws of the State of California and City's Charter and Administrative Code 10.7 Merger of Prior Agreements This Agreement,together with its attached exhibits, contain any and all representations, warranties and covenants made by Buyer and City and constitutes the entire understanding between the Parties with respect to the subject matter of this Agreement Any prior correspondence, memoranda or agreements are replaced in total by this Agreement together with its attached exhibits 10.8 Parties and Their Agents The term "Buyer" as used in this Agreement shall include the plural as well as the singular If Buyer consists of more than one (1) individual or entity, then the obligations under this Agreement imposed on Buyer shall be joint and several As used in this Agreement, the term "Agents" when used with respect to either Party shall include the agents, employees, officers, contractors and representatives of such Party 10.9 Interpretation of Agreement The article, section and other headings of this Agreement and the table of contents are for convenience of reference only and shall not affect the meamng or interpretation of any provision contained in this Agreement Whenever the context so requires, the use of the singular shall be deemed to include the plural and vice versa, and each gender reference shall be deemed to include the other and the neuter This Agreement has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with in this Agreement In addition, each Party has been represented by experienced and knowledgeable legal counsel Accordingly, any rule of law(including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Agreement against the Party that has drafted it is not applicable and is waived The provisions of this Agreement shall be interpreted in a reasonable manner to effect the purposes of the Parties and this Agreement 10.10 Attorneys' Fees If either Party fails to perform any of its respective obligations under this Agreement or if any dispute arises between the Parties concerning the meaning or interpretation of any provision of this Agreement, then the defaulting Party or the Party not prevailing in such dispute, as the case may be, shall pay any and all costs and expenses incurred by the other Party on account of such default or in enforcing or establishing its rights under this Agreement, including, without limitation, court costs and reasonable attorneys' fees and disbursements For purposes of this Agreement, the reasonable fees of attorneys of the Office of the City Attorney of the City and County of San Francisco and the City Attorney for the City of Pleasanton shall be based on the fees regularly charged by private attorneys with the equivalent number of years of experience in the subject matter area of the law for which the City Attorney's services were rendered who practice in the City of San Francisco or the City of Pleasanton, as the case may be, 12 1