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11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and
<br />exclusive statement between the City and Attorneys, and supersedes any and all other
<br />agreements, oral or written, between the parties. In the event of a conflict between the teens of
<br />this Agreement and any attachments hereto, the terns of this Agreement shall prevail. This
<br />Agreement may not be modified except by written instrument signed by the City and by an
<br />authorized representative of Attorneys. The parties agree that any terms or conditions of any
<br />purchase order or other instrument that are inconsistent with, or in addition to, the terns and
<br />conditions hereof, shall not bind or obligate Attorneys or the City. Each party to this Agreement
<br />acknowledges that no representations, inducements, promises or agreements, orally or otherwise,
<br />have been made by any party, or anyone acting on behalf of any parties, which are not embodied
<br />herein.
<br />12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized
<br />services of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest
<br />herein without the prior written consent of the City and any such assignment, transfer, delegation
<br />or subcontract without the City's prior written consent shall be considered null and void. Nothing
<br />in this Agreement shall be construed to limit the City's ability to have any of the services which
<br />are the subject of this Agreement perfonned by City personnel or by other Attorneys retained by
<br />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 compensationforall services
<br />performed by Attorneys prior to receipt of such notice of termination. As a condition of such
<br />payment, Attorneys shall deliver to the City all files and records generated under this Agreement as
<br />of such date.
<br />Attorneys may terminate this agreement, subject to their obligation to provide reasonable notice to
<br />arrange alternative representation. In such case, City agrees to secure new counsel as quickly as
<br />possible and to cooperate fully in the substitution of the new counsel as counsel of record in any
<br />litigation in which Attorneys may be involved.
<br />14. DISCRIMINATION Attorneys shall not discriminate because of race, color, creed,
<br />religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as
<br />defined and prohibited by applicable law, in the recruitment, selection, training, utilization,
<br />promotion, termination or other employment related activities. Attorneys affirm that it is an
<br />equal opportunity employer and shall comply with all applicable federal, state and local laws and
<br />regulations.
<br />15. JURISDICTION — VENUE This Agreement has been executed and delivered in the
<br />State of California and the validity, interpretation, performance, and enforcement of any of the
<br />clauses of this Agreement shall be determined and governed by the laws of the State of
<br />California. Both parties further agree that Orange County, California, shall be the venue for ally
<br />action or proceeding that may be brought or arise out of, in connection with or by reason of this
<br />Agreement.
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