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<br />otherwise, have been made by any party, or anyone acting on behalf of any parties, which are not
<br />embodied herein.
<br />14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services
<br />of Bond Counsel, Bond Counsel may not assign, transfer, delegate, or subcontract any interest
<br />herein without the prior written consent of the City and any such assignment, transfer, delegation
<br />or subcontract without the City’s prior written consent shall be considered null and void. Nothing
<br />in this Agreement shall be construed to limit the City’s ability to have any of the services which
<br />are the subject of this Agreement performed by City personnel or by other Bond Counsel retained
<br />by City.
<br />15. TERMINATION This Agreement may be terminated by City at any time. In such event,
<br />Bond Counsel shall be entitled to receive and the City shall pay Bond Counsel compensation for all
<br />services performed by Bond Counsel prior to receipt of such notice of termination. As a condition of
<br />such payment, Bond Counsel shall deliver to the City all files and records generated under this
<br />Agreement as of such date.
<br />Bond Counsel 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 />16. DISCRIMINATION Bond Counsel 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, 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. Bond Counsel affirms
<br />that it is an equal opportunity employer and shall comply with all applicable federal, state and local
<br />laws and regulations.
<br />17. 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 />18. 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 of
<br />the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s
<br />fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held
<br />by the signatory or is withdrawn.
<br />19. COUNTERPARTS; SIGNATURES This Agreement may be executed in counterparts,
<br />secured via facsimile transmission or otherwise, each of which shall be deemed to be an original.
<br />Photocopies of any executed counterpart shall have the same force and effect as an original. City
<br />further acknowledges that it has read and received a copy the full text Section 6148 of the
<br />California Business and Professions Code prior to signing this Agreement.
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