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13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Company, Company may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or -subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject of this Agreement performed by City personnel or by other attorneys retained by City. 14. TERMINATION This Agreement may be terminated by City at any tine. In such event, Company shall be entitled to receive and the City shall pay Company compensation for all services performed by Company prior to receipt of such notice of termination. As a condition of such payment, Company shall deliver to the City all files and records generated under this Agreement as of such date. Company may terminate this agreement, subject to its obligation to provide reasonable notice to the City so the latter can arrange alternative representation, if necessary due to the circumstances. 15. DISCRIMINATION Company shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Company affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. JURISDICTION — VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the Iaws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 17. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terns of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injinies or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. [NEXT PAGE] 251 -24