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<br />10. 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 San Mateo County. <br /> <br />11. Nondiscrimination. JOINT VENTURE shall afford equal employment <br />opportunities for all persons without discrimination because of race, color, religion, sex, <br />sexual orientation, political affiliation, national origin, ancestry, age, marital status, or <br />physical or mental disability. <br /> <br />12. Amendment. This Agreement may be amended in writing and signed by <br />both parties. <br /> <br />13. Termination. CITY may terminate this Agreement at any time by providing <br />fifteen (15) days advance written notice to JOINT VENTURE. Should CITY terminate <br />pursuant to said notice, CITY shall pay JOINT VENTURE for JOINT VENTURE's <br />services rendered to the date of cancellation based on percentage of completion of scope <br />of basic services, including actual reimbursable expenses. In no event shall said fees <br />exceed the maximum compensation established in this Agreement. <br /> <br />14. Attachments or Exhibits. Except as expressly referenced herein, no portion <br />of any terms or conditions included in any attachments or exhibits shall be a part of this <br />Agreement, and they shall have no force or effect. If the attachments or exhibits to this <br />Agreement, if any, are inconsistent with this Agreement, this Agreement shall control. <br /> <br />15. 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 />16. Public Records. The parties recognize and acknowledge that CITY is subject <br />to the California Public Records Act, California Government Code Section 6250 and <br />following. Public records are subject to disclosure. <br /> <br />-3- <br />