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13.2 In addition to the foregoing, this Agreement may be terminated by the City for its <br />convenience and without cause of any nature by giving written notice at least fifteen (15) <br />days in advance of the termination date. In the event of such termination, the Consultant <br />will be paid for the reasonable value of the services rendered to the date of termination, <br />not to exceed a pro -rated daily rate, for the services rendered to the date of termination, <br />and upon such payment, all obligations of the City to the Consultant under this Agreement <br />will cease. Termination pursuant to this subsection shall not prevent either party from <br />exercising any other legal remedies which may be available to it. <br />14.0 INSPECTION AND AUDIT <br />The City and its duly authorized representatives shall have access to any books, documents, <br />papers, and records of the Consultant that are related to this Agreement for the purpose of making <br />audits, examinations, excerpts, and transcriptions. <br />15.0 DOCUMENTS <br />All computer input and output, analyses, plans, documents photographic images, tests, maps, <br />surveys, electronic files and written material of any kind generated in the performance of this <br />Agreement or developed for the City in performance of the Services are and shall remain the sole <br />and exclusive property of the City. All such materials shall be promptly provided to the City upon <br />request therefor and at the time of termination of this Agreement, without further charge or <br />expense to the City. Consultant shall not provide copies of any such material to any other party <br />without the prior written consent of the City. <br />16.0 ENFORCEMENT <br />16.1 In the event that suit is brought upon this Agreement to enforce its terms, the prevailing <br />party shall be entitled to its reasonable attorneys' fees and related court costs. <br />16.2 This Agreement shall be deemed entered into in Boulder County, Colorado, and shall be <br />governed by and interpreted under the laws of the State of Colorado. Any action arising <br />out of, in connection with, or relating to this Agreement shall be filed in the District Court <br />of Boulder County of the State of Colorado, and in no other court. Consultant hereby <br />waives its right to challenge the personal jurisdiction of the District Court of Boulder County <br />of the State of Colorado over it. <br />17.0 COMPLIANCE WITH LAWS <br />17.1 Consultant shall be solely responsible for compliance with all applicable federal, state, and <br />local laws, including the ordinances, resolutions, rules, and regulations of the City; for <br />payment of all applicable taxes; and obtaining and keeping in force all applicable permits <br />and approvals. <br />17.2 Consultant acknowledges that the City of Louisville Code of Ethics provides that <br />independent contractors who perform official actions on behalf of the City which involve <br />the use of discretionary authority shall not receive any gifts seeking to influence their <br />official actions on behalf of the City, and that City officers and employees similarly shall <br />not receive such gifts. Consultant agrees to abide by the gift restrictions of the City's Code <br />of Ethics. <br />18.0 INTEGRATION AND AMENDMENT <br />11 <br />