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purchase order or other instrument that are inconsistent with, or in addition to, the terms 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 />18. 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.
<br />Nothing in this Agreement shall be construed to limit the City's ability to have any of the
<br />services which are the subject of this Agreement performed by City personnel or by other
<br />Attorneys retained by City.
<br />19. ARBITRATION The parties agree that all disputes that arise between the City and
<br />Attorneys, whether financial or otherwise regarding the attorney - client relationship, shall be
<br />resolved by binding arbitration. The parties agree to waive their right to a jury trial and to an
<br />appeal.
<br />20. TERMINATION This Agreement may be terminated by City at any time. In such
<br />event, Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all
<br />services performed by Attorneys prior to receipt of such notice of termination. As a condition of
<br />such payment, Attorneys shall deliver to the City all files and records generated under this
<br />Agreement as of such date. Attorneys may terminate this agreement, subject to their obligation to
<br />provide written reasonable notice of at least thirty (30) days to arrange alternative representation. In
<br />such case, City agrees to secure new counsel as quickly as possible and to cooperate fully in the
<br />substitution of the new counsel.
<br />21. 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
<br />and regulations.
<br />22. 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 firrther agree that Orange County, California, shall be the venire for any
<br />action or proceeding that may be brought or arise out of, in connection with or by reason of this
<br />Agreement.
<br />23. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its
<br />signature herein below has the power, authority and right to bind their respective parties to each
<br />of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and
<br />attorney's fees, for any injuries or damages to City in the event that such authority or power is
<br />not, in fact, held by the signatory or is withdrawn.
<br />006085.00005 [25A -21
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