Agmt11 City of San Carlos-Payroll Services

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15. Termination. This Agreement may be terminated without cause by either Party upon giving written notice thereof one (1) year or more prior to September 30, subject to the limitations set forth below. 15.1 The effective date shall �be set forth in the notice of termination, provided however, if such effective date is not set forth in the notice of termination, then in that event the effective date of termination shall be one (1) year after delivering or posting of said notice. 15.2. Notwithstanding the foregoing, should the City of San Carlos decide to terminate this agreement prior to September 26, 2011, the City of Redwood City will prepare an invoice reflecting the costs associated with all services performed up to the date of termination; the costs of which are more fully described in section 4.1, Development of Payroll Software. 15.3 As of the effective date of termination, Redwood City will assemble the work product without charge and put it in order for proper filing and closing and deliver it to San Carlos. Redwood City will be paid for work performed up to the termination date. 16. Covenants Aqainst Continqent Fees. Redwood City warrants that Redwood City has not employed or retained any company or person, other than a bona fide employee working for Redwood City, to solicit or secure this Agreement, and that Redwood City has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, San Carlos will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 17. Jurisdiction and Venue. Any action at law or in equity brought by either of the Parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Mateo, State of California, and the Parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 18. Successors and Assiqns. It is mutually understood and agreed that this Agreement will be binding upon the Parties and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Redwood City without the prior consent of San Carlos, which will not be unreasonably withheld. 19. Paraqraqh Headinas. Paragraph headings as used herein are for convenience only and will not be deemed to be a part of such paragraphs and will not be construed to change the meaning thereof. 2011. 072 San Carlos Payroll Services 8 ' 081811