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BB &K may withdraw from City's representation at any time, to the extent permitted by law, and the <br />Rules of Professional Conduct, upon at least sixty (60) days' written notice to City. <br />In the event of such discharge or withdrawal, City will pay BB &K professional fees and costs, in <br />accordance with this Agreement, for all work done (and costs incurred) through the date of cessation of <br />legal representation, including, without limitation, proration of the monthly retainer amount to the <br />date of such cessation. City agrees to execute, upon request, a stipulation in such form as to permit <br />BB &K to withdraw as City's attorneys of record in any legal action then pending. BB &K shall deliver all <br />documents and records of City to City, or to counsel designated by City, and assist to the fullest extent <br />possible in the orderly transition of all pending matters to City's new counsel. <br />16. CONFLICTS <br />BB &K represents that it currently has no client with interests adverse to those of the City with <br />respect to this Contract. BB &K shall not accept cases that may include causes of action against the City. <br />17. INTERPRETATION OF AGREEMENT AND FORUM <br />This Contract shall be construed and interpreted both as to validity and performance of the <br />parties in accordance with the laws of the State of California. In the event of any dispute hereunder, <br />forum shall be the Superior Court, Orange County. <br />18. INTEGRATED AGREEMENT: AMENDMEN <br />This Agreement contains all of the agreements of the parties and cannot be amended or <br />modified except by written agreement. No prior oral or written understanding shall be of any force <br />or effect with respect to those matters covered in this Agreement. This Agreement may be amended at <br />any time by the mutual consent of the parties by an instrument in writing. <br />19. CORPORATE AUTHORITY <br />The persons executing this Agreement on behalf of the parties hereto warrant that they are <br />duly authorized to execute this Agreement on behalf of said parties and that in so executing this <br />Agreement the parties hereto are formally bound to the provisions of this Agreement. <br />0 <br />