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<br />pursuant to the notice provIsIons of this Agreement. Termination will be effective <br />immediately upon notification. Consultant has five (5) business days to deliver any <br />documents owned by City and all work in progress to City address contained in this <br />Agreement. City will make a determination of fact based upon the work product <br />delivered to City and of the percentage of work that Consultant has performed which is <br />usable and of worth to City in having the Agreement completed. Based upon that <br />finding City will determine the final payment of the Agreement. <br /> <br />Either Party upon tendering five (5) days written notice to the other party may terminate <br />this Agreement. In this event and upon request of City, Consultant will assemble the <br />work product without charge and put it in order for proper filing and closing and deliver it <br />to City. Consultant will be paid for work performed to the termination date; however, the <br />total will not exceed the lump sum fee payable under this Agreement. City will make the <br />final determination as to the portions of tasks completed and the compensation to be <br />made. <br /> <br />16. Covenants Aqainst Continqent Fees. Consultant warrants that Consultant has <br />not employed or retained any company or person, other than a bona fide employee <br />working for Consultant, to solicit or secure this Agreement, and that Consultant has not <br />paid or agreed to pay any company or person, other than a bona fide employee, any <br />fee, commission, percentage, brokerage fee, gift, or any other consideration contingent <br />upon, or resulting from, the award or making of this Agreement. For breach or violation <br />of this warranty, City will have the right to annul this Agreement without liability, or, in its <br />discretion, to deduct from the Agreement price or consideration, or otherwise recover, <br />the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent <br />fee. <br /> <br />17. Jurisdiction and Venue. Any action at law or in equity brought by either of the <br />Parties for the purpose of enforcing a right or rights provided for by this Agreement will <br />be tried in a court of competent jurisdiction in the County of San Mateo, State of <br />California, and the Parties waive all provisions of law providing for a change of venue in <br />these proceedings to any other county. <br /> <br />18. Successors and Assiqns. It is mutually understood and agreed that this <br />Agreement will be binding upon the Parties and their respective successors. Neither <br />this Agreement nor any part of it nor any monies due or to become due under it may be <br />assigned by Consultant without the prior consent of City, which will not be unreasonably <br />withheld. <br /> <br />19. Entire Aqreement. This Agreement, together with any other written document <br />referred to or contemplated by it, along with the purchase order for this Agreement and <br />its provisions, embody the entire Agreement and understanding between the parties <br />relating to the subject matter of it. In case of conflict, the terms of the Agreement <br />supersede the purchase order. Neither this Agreement nor any of its provisions may be <br />amended, modified, waived or discharged except in a writing signed by both parties. <br /> <br />Agreement over $10K 4 <br />City Attorney Approved Version 111803 <br />