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postage prepaid, and addressed as set forth above. If sent by facsimile, communication shall be
<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 />17. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and
<br />exclusive statement between the City and Attorneys, and supersedes any and all other agreements,
<br />oral or written, between the parties. In the event of a conflict between the terms of this Agreement
<br />and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not
<br />be modified except by written instrument signed by the City and by an authorized representative
<br />of Attorneys. The parties agree that any terms or conditions of any purchase order or other
<br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not
<br />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 alternative representation. In such case, City
<br />agrees to secure new counsel as quickly 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 />006085.00005 17868000.1
<br />13457441.1
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