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orally or otherwise, have been made by any party, or anyone acting on behalf of any parties, which are
<br />not embodied herein.
<br />14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of
<br />Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein without the
<br />prior written consent of the City and any such assignment, transfer, delegation or subcontract without
<br />the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be
<br />construed to limit the City's ability to have any of the services which are the subject of this Agreement
<br />performed by City personnel or by other Attorneys retained by City.
<br />15. TERMINATION This Agreement may be terminated by City at any time. In such event,
<br />Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all services
<br />performed by Attorneys prior to receipt of such notice of termination. As a condition of such payment,
<br />Attorneys shall deliver to the City all files and records generated under this Agreement as of such date.
<br />Attorneys may terminate this agreement, subject to their obligation to provide written reasonable notice
<br />of at least thirty (30) days to arrange alternative representation. In such case, City agrees to secure new
<br />counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of
<br />record in in the Actions.
<br />16. DISCRIMINATION Attorneys shall not discriminate because of race, color, creed, religion,
<br />sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and
<br />prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination
<br />or other employment related activities. Attorneys affirm that it is an equal opportunity employer and
<br />shall comply with all applicable federal, state and local laws and regulations.
<br />17. JURISDICTION — VENUE This Agreement has been executed by City in the State of
<br />California and the validity, interpretation, performance, and enforcement of any of the clauses of this
<br />Agreement shall be determined and governed by the laws of the State of California. Both parties
<br />further agree that Orange County, California, shall be the venue for any action or proceeding that may
<br />be brought or arise out of, in connection with or by reason of this Agreement.
<br />18. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature
<br />herein below has the power, authority and right to bind their respective parties to each of the terms of this
<br />Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries
<br />or damages to City in the event that such authority or power is not, in fact, held by the signatory or is
<br />withdrawn.
<br />19. COUNTERPARTS; SIGNATURES This Agreement maybe executed in counterparts, secured
<br />via facsimile transmission or otherwise, each of which shall be deemed to be an original. Photocopies
<br />of any executed counterpart shall have the same force and effect as an original. City further
<br />acknowledges that it has read and received a copy the full text Section 6148 of the California Business
<br />and Professions Code prior to signing this Agreement.
<br />20. NO GUARANTEES City understands and acknowledges that there are certain risks and
<br />uncertainties in the pursuit of any matter for which Attorneys have been retained, that law is not an
<br />exact science, that Attorneys have made no representations or guarantees of success regarding the
<br />conclusion of any particular matter, and that all expressions relative thereto are matters of Attorneys'
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