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Exhibit 3
<br />effective or deemed to have been given twenty-four (24) hours after the time set forth on the
<br />transmission report issued by the transmitting facsimile machine, addressed as set forth above. For
<br />purposes of calculating these time frames, weekends, federal, state, County or City holidays shall
<br />be excluded.
<br />11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and
<br />exclusive statement between the Successor Agency and Attorneys, and supersedes any and all
<br />other agreements, oral or written, between the parties. In the event of a conflict between the terms
<br />of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This
<br />Agreement may not be modified except by written instrument signed by the Successor Agency
<br />and by an authorized representative of Attorneys. The parties agree that any terms or conditions
<br />of any purchase order or other instrument that are inconsistent with, or in addition to, the terms
<br />and conditions hereof, shall not bind or obligate Attorneys or the Successor Agency. Each party to
<br />this Agreement acknowledges that no representations, inducements, promises or agreements,
<br />orally or otherwise, have been made by any party, or anyone acting on behalf of any parties, which
<br />are not embodied herein.
<br />12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services
<br />of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein
<br />without the prior written consent of the Successor Agency and any such assignment, transfer,
<br />delegation or subcontract without the Successor Agency's prior written consent shall be considered
<br />null and void. Nothing in this Agreement shall be construed to limit the Successor Agency's ability
<br />to have any of the services which are the subject of this Agreement performed by Successor
<br />Agency personnel or by other Attorneys retained by Successor Agency.
<br />13. TERMINATION This Agreement may be terminated by Successor Agency at any time.
<br />As a condition of such termination, Attorneys shall deliver to the Successor Agency all files and
<br />records generated under this Agreement as of such date.
<br />Attorneys may terminate this agreement, subject to their obligation to provide reasonable notice to
<br />arrange alternative representation. In such case, Successor Agency agrees to secure new counsel as
<br />quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record
<br />in any litigation in which Attorneys maybe involved.
<br />14. DISCRIMINATION Attorneys shall not discriminate because of race, color, creed,
<br />religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as
<br />defined and prohibited by applicable law, in the recruitment, selection, training, utilization,
<br />promotion, termination or other employment related activities. Attorneys affirm that it is an equal
<br />opportunity employer and shall comply with all applicable federal, state and local laws and
<br />regulations.
<br />15. JURISDICTION — VENUE This Agreement has been executed and delivered in the State
<br />of California and the validity, interpretation, performance, and enforcement of any of the clauses
<br />of this Agreement shall be determined and governed by the laws of the State of California. Both
<br />parties further agree that Orange County, California, shall be the venue for any action or
<br />proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.
<br />SA -3-24
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