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Santa Ana, California 92702
<br />Telefacsimile (714) 647-6515
<br />To Attorneys: Woodruff, Spradlin & Smart
<br />555 Anton Boulevard, Suite 1200
<br />Costa Mesa, California 92626
<br />Telefacsimile (714) 415-1116
<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.
<br />If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has
<br />been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed
<br />as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been
<br />given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting
<br />facsimile machine, addressed as set forth above. For purposes of calculating these time frames,
<br />weekends, federal, state, County or City holidays shall be excluded.
<br />11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive
<br />statement between the City and Attorneys, and supersedes any and all other agreements, oral or written,
<br />between the parties. In the event of a conflict between the terms of this Agreement and any attachments
<br />hereto, the terms ofthis Agreement shall prevail. This Agreement may not be modified except by written
<br />instrument signed by the City and by an authorized representative of Attorneys. The parties agree that
<br />any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition
<br />to, the terms and conditions hereof, shall not bind or obligate Attorneys nor the City. Each party to this
<br />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
<br />herein.
<br />12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of
<br />Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein without the
<br />prior written consent of the City and any such assignment, transfer, delegation or subcontract without the
<br />City's prior written consent shall be considered null and void. Nothing in this Agreement shall be
<br />construed to limit the City's ability to have any of the services which are the subject of this Agreement
<br />performed by City personnel or by other Attorneys retained by City.
<br />13. TERMINATION This Agreement may be terminated by City at any time. In such event,
<br />Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all services
<br />performed by Attorneys prior to receipt of such notice of termination. Asa condition of such payment,
<br />Attorneys 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 reasonable notice to arrange
<br />alternative representation. In such case, City agrees to secure new counsel as quickly as possible and to
<br />cooperate fully in the substitution of the new counsel as counsel of record in any litigation in which Attorneys
<br />may be involved.
<br />14. DISCRIMINATION Attorneys shall not discriminate because of race, color, creed, religion, sex,
<br />marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
<br />employment related activities. Attorneys affirm that it is an equal opportunity employer and shall comply
<br />with all applicable federal, state and local laws and regulations.
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