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performed by Attorneys prior to receipt of such notice of termination.As a 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.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 />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 infonnation,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 affinn that it is an equal opportunity employer and shall <br />comply with all applicable federal,state and local 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 tenns 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by the signatory or is withdrawn.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. <br />20.NO GUARANTEES City understands and acknowledges that there are certain risks and <br />uncertainties in the pursuit of any matter for which Attorneys have been retained,that law is not <br />an exact science,that Attorneys have made no representations or guarantees of success regarding <br />the conclusion of any particular matter,and that all expressions relative thereto are matters of <br />Attorneys'opinion only.In other words,Attorneys make no representations or guarantees of <br />success regarding any matter. <br />[signature page to follow] <br />7