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To Attorneys:
<br />Daley & Heft LLP
<br />462 Stevens Ave., Suite 201
<br />Solana Beach, CA 92706
<br />(858) 755 -5666
<br />Telefacsimile (858) 755 -7870
<br />A party may change its address by giving notice in writing to the other party. Thereafter, any notice,
<br />tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by
<br />mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given
<br />three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid,
<br />and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other
<br />communication shall be 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 purposes of
<br />calculating 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 Attorneys, and
<br />supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the
<br />terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement
<br />may not be modified except by written instrument signed by the City and by an authorized representative of
<br />Attorneys. The parties agree that any terms or conditions of any purchase order or other instrument that are
<br />inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Attorneys nor the City.
<br />Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or
<br />otherwise, have been made by any party, or anyone acting on 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, Attorneys may not
<br />assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any
<br />such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null
<br />and void. Nothing 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 Attorneys retained by City.
<br />13. TERMINATION
<br />This Agreement may be terminated by either party upon thirty (30) days written notice of termination to the
<br />other party. In such event, Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all
<br />services performed by Attorneys prior to receipt of such notice of termination, subject to the following conditions:
<br />a. As a condition of such payment, Attorneys shall deliver to the City all files and records generated under this
<br />Agreement as of such date.
<br />b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals
<br />of this Agreement.
<br />14. DISCRIMINATION
<br />Attorneys shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
<br />recruitment, selection, training, utilization, promotion, termination or other employment related activities. Attorneys
<br />affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and
<br />regulations.
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