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13. EXCLUSIVITY AND AMENDMENT This Agreement, including Appendix A,
<br />represents the complete and exclusive statement between the City and Attorneys, and supersedes
<br />any and all other agreements, oral or written, between the parties. In the event of a conflict between
<br />the terms of this Agreement and any attachments hereto, the terms of this Agreement shallprevail.
<br />This Agreement may not be modified except by written instrument signed by the City and by an
<br />authorized representative of Attorneys. The parties agree that any terms or conditions of any
<br />purchase order or other instrument that are inconsistent with, the terms and conditions hereof,
<br />shall not bind or obligate Attorneys or the City. Each party to this Agreement acknowledges that
<br />no representations, inducements, promises or agreements, orally or otherwise, have been made by
<br />any party, or anyone acting on behalf of any parties, which are not embodied herein.
<br />14. 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 />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. Asa condition of such payment,
<br />Attorneys shall deliver to the City all files and records generated under this Agreement as of such
<br />date.
<br />Attorneys may terminate this agreement, subject to their obligation to provide written reasonable
<br />notice of at least thirty (30) days to arrange alternative representation, or as otherwise permitted under
<br />the applicable Rules of Professional Conduct. In such case, City 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 in the Actions.
<br />16. 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, teaching,
<br />training, utilization, promotion, termination or other employment related activities or any services
<br />provided under this Agreement. Attorneys affirm that it is an equal opportunity employer and shall
<br />comply with all applicable federal, state and local laws and regulations.
<br />1.7. 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.
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