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<br />..5: /K. -;7 <br /> <br />subcontractors, agents or employees' operations under this Agreement. CITY shall <br />cooperate reasonably in the defense of any action, and CONSULTANT shall employ <br />competent counsel, reasonably acceptable to the City Attorney. <br /> <br />9. Applicable Laws and Attorneys' Fees. This Agreement shall be construed <br />and enforced pursuant to the laws of the State of California. Should any legal action be <br />brought by a party for breach of this Agreement or to enforce any provision herein, the <br />prevailing party of such action shall be entitled to reasonable attorneys' fees, court costs, <br />and such other costs as may be fixed by the court. Reasonable attorneys' fees of the City <br />Attorney's Office, if private counsel is not used, shall be based on comparable fees of <br />private attorneys practicing in Santa Clara County. <br /> <br />10. Amendment. This Agreement may be amended in writing and signed by <br />both parties. <br /> <br />11. Termination. CITY may terminate this Agreement at any time by providing <br />ten (10) days advance written notice to CONSULTANT. Should CITY terminate <br />pursuant to said notice, CITY shall pay CONSULTANT for CONSULTANT's services <br />rendered to the date of cancellation based on percentage of completion of scope of basic <br />services, including actual reimbursable expenses. In no event shall said fees exceed the <br />maximum compensation established in this Agreement. <br /> <br />12. Inconsistent Terms. If the attachments or exhibits to this Agreement, if any, <br />are inconsistent with this Agreement, this Agreement shall control. <br /> <br />13. Entire Agreement. This Agreement contains the entire understanding <br />between the parties with respect to the subject matter herein. There are no representa- <br />tions, agreements or understandings (whether oral or written) between or among the <br />parties relating to the subject matter of this Agreement which are not fully expressed <br />herein. <br /> <br />14. Notices. Any notice required to be given to CONSULTANT shall be deemed <br />to be duly and properly given if mailed to CONSULTANT, postage prepaid, addressed <br />to: <br /> <br />City of Redwood City <br />Department of Human Resources <br />1017 Middlefield Road <br />Redwood City, CA 94063 <br /> <br />or personally delivered to CONSULTANT at such address or at such other addresses as <br />CONSULTANT may designate in writing to CITY. <br /> <br />-4- <br />