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the transmission report issued by the transmitting facsirnile machine, addressed as set forth <br />above. For purposes of calculating these time frames, weekends, federal, state, County or City <br />holidays shall be excluded. <br />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 terms of <br />this Agreement and any attachments hereto, the terms 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 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 />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 performed 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 compensation for all services <br />perforrxred 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 affirril 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 />