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<br />- 4 - <br />3.11 Attorney-Client Privilege. Confidential communication between the Client and <br />BB&K shall be covered by the attorney-client privilege. As used in this article, “confidential <br />communication” means information transmitted between the Client and BB&K in the course of <br />the relationship covered by this Agreement and in confidence by a means that, so far as the Client <br />is aware, discloses the information to no third persons other than those who are present to further <br />the interests of the Client in the consultation or those to whom disclosure is reasonably necessary <br />for the transmission of the information or the accomplishment of the purpose for which BB&K is <br />consulted, and includes any legal opinion formed and advice given by BB&K in the course of this <br />relationship. <br />3.12 Termination of Agreement and Legal Services. This Agreement and the Services <br />rendered under it may be terminated at any time upon a vote of five members of the City Council <br />in accordance with the City of Santa Ana City Charter and with thirty (30) days’ prior written <br />notice from either party, with or without cause. In the event of such termination, BB&K shall be <br />paid for all Services authorized by the Client and performed up through and including the effective <br />date of termination. BB&K shall also be reimbursed for all costs associated with transitioning any <br />files or other data or documents to a new law firm or returning them to the Client. <br />3.13 Entire Agreement. This Agreement contains the entire Agreement of the parties <br />with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or <br />agreements. <br />3.14 Governing Law. This Agreement shall be governed by the laws of the State of <br />California. Venue shall be in Orange County. <br />3.15 Amendment; Modification. No supplement, modification or amendment of this <br />Agreement shall be binding unless executed, in writing, and signed by both parties. <br />3.16 Waiver. No waiver of any default shall constitute a waiver of any other default or <br />breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or <br />service voluntarily given or performed by a party shall give the other party any contractual rights <br />by custom, estoppel, or otherwise. <br />3.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, <br />illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions <br />shall continue in full force and effect. <br />3.18 Counterparts. This Agreement may be signed in counterparts, each of which shall <br />constitute an original. <br />3.19 Delivery of Notices. All notices permitted or required under this Agreement notices <br />shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after <br />deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable <br />address. Actual notice shall be deemed adequate notice on the date actual notice occurred, <br />regardless of the method of service. All notices permitted or required under this Agreement shall <br />be given to the respective parties at the following address, or at such other address as the respective <br />parties may provide in writing for this purpose: