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bind or obligate Attorneys or the City. Each party to this Agreement acknowledges that no
<br />representations, inducements, promises or agreements, orally or otherwise, have been made by any
<br />party, or anyone acting on behalf of any parties, which are not embodied herein.
<br />18. 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 City and any such assignment, transfer, delegation or
<br />subcontract without the City's prior written consent shall be considered null and void. Nothing in
<br />this Agreement shall be construed to limit the City's ability to have any of the services which are
<br />the subject of this Agreement performed by City personnel or by other Attorneys retained by City.
<br />19. 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
<br />payment, Attorneys shall deliver to the City all files and records generated under this Agreement
<br />as of such date. Attorneys may terminate this agreement, subject to their obligation to provide written
<br />reasonable notice of at least thirty (30) days to arrange alterative representation. In such case, City
<br />agrees to secure new counsel as quicldy as possible and to cooperate fully in the substitution of the
<br />new counsel.
<br />20. NON-DISCRIMINATION Attorneys shall not discriminate because of race, color, creed,
<br />religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical
<br />conditions, genetic information, or military and veteran status, age, national origin, ancestry, or
<br />disability, as defined and prohibited by applicable law, in the recruitment, selection, training,
<br />utilization, promotion, termination or other employment related activities. Attorneys affirm that
<br />it is an equal opportunity employer and shall comply with all applicable federal, state, and local
<br />laws and regulations.
<br />21. 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 />22. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its
<br />signature herein below has the power, authority and right to bind their respective parties to each
<br />of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and
<br />attorney's fees, for any injuries or damages to City in the event that such authority or power is not,
<br />in fact, held by the signatory or is withdrawn.
<br />23. COUNTERPARTS; SIGNATURES This Agreement may be executed in counterparts,
<br />secured via facsimile transmission, email, or otherwise, each of which shall be deemed to be an
<br />original. Photocopies of any executed counterpart shall have the same force and effect as an
<br />original.
<br />006085,00005 5
<br />13457441.1
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