BEST BEST & KRIEGER LLP (SONIA R. CARVALHO) 1A-2014

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CITY: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Attn: City Manager ATTORNEY: Best Best & Krieger LLP 18101 Von Karman Avenue Suite 1000 Irvine, CA 92612 (949)263-2600 Attn: Sonia R. Carvalho and copy to Managing Partner 14. NON-DISCRIMINATION In connection with the execution of this Agreement, BB&K shall not discriminate against any employee or applicant for employment because of race, religion, marital status, color, sex, handicap, sexual persuasion, or national origin. BB&K shall take affirmative action to ensure that applicants are employed, and that employees are treated fairly during their employment, without regard to their race, religion, color, sex, marital status, handicap, sexual persuasion, or national origin. Such actions shall include, but not be limited to, the following: employment, promotion, demotion, transfer, duties assignment; recruitment or recruitment advertising; layoff or' termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 15. TERM, DISCHARGE AND WITHDRAWAL This Agreement shall commence on date first set forth above, and shall remain in full force and effect until terminated by either party hereto. City may discharge BB&K at any time, upon at least thirty (30) days' written notice to Carvalho. The City Attorney shall have no right to hearing or notice, and may be discharged with or without notice. BB&K may withdraw from City's representation at any time, to the extent permitted by law, and the Rules of Professional Conduct, upon at least sixty (60) days' written notice to City. In the event of such discharge or withdrawal, City will pay BB&K professional fees and costs, in accordance with this Agreement, for all work done (and costs incurred) through the date of cessation of legal representation, including, without limitation, proration of the monthly retainer amount to the date of such cessation. City agrees to execute, upon request, a stipulation in such form as to permit BB&K to withdraw as City's attorneys of record in any legal action then pending. BB&K shall deliver all documents and records of City to City, or to counsel designated by City, and assist to the fullest extent possible in the orderly transition of all pending matters to City's new counsel. 16. CONFLICTS BB&K represents that it currently has no client with interests adverse to those of the City with respect to this Agreement. BB&K shall not accept cases that may include causes of action against the City. -8- 55394 00000\9197497 1 8-55394.00000A9197497,1