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addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to <br />have been given twenty-four (24) hours after the time set forth on the transmission report issued <br />by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating <br />these time frames, weekends, federal, state, County or City holidays shall be excluded. <br />11. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Attorneys regarding the subject matter herein, and supersedes any and all other agreements, oral <br />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 and will serve to fully <br />supersede existing Agreement. This Agreement may not be modified except by written <br />instrument signed by the City and by an authorized representative of Attorneys. The parties <br />agree that any terms or conditions of any purchase order or other instrument that are inconsistent <br />with, or in addition to, that terms or conditions hereof, shall not bind or obligate Attorneys nor <br />the City. Each party to this Agreement acknowledges that no representations, inducements, <br />promises or agreements, orally or otherwise, have been made by any party, or anyone acting on <br />behalf of any party, which are not embodied herein. <br />12. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, <br />Attorneys may not assign, transfer, delegate, or subcontract any interest herein without the prior <br />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 <br />shall be construed to limit the City's ability to have any of the services that are the subject to this <br />Agreement performed by City personnel or by other consultants retained by City. <br />13. TERMINATION <br />This Agreement may be terminated by City at any time. In such event, Attorneys shall be <br />entitled to receive and the City shall pay Attorneys compensation for all services performed by <br />Attorneys prior to receipt of such notice of termination. As a condition of such payment, Attorneys <br />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 <br />notice of at least thirty (30) days to arrange alternative representation. In such case, City agrees to <br />secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel <br />as counsel of record in in the Actions. <br />14. NON-DISCRIMINATION <br />Attorneys shall not discriminate because of race, color, creed, relation, sex, marital status, <br />sexual orientation, age, national origin, ancestry, disability or any other protected class pursuant <br />to federal or state law, in the recruitment, selection, training, utilization, promotion, termination <br />or other employment related activities or any activities under this Agreement. Attorneys affirm <br />