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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 />16. 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 />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 written reasonable <br />notice of at least thirty (30) days to arrange alternative representation. In such case, City agrees to <br />secure new counsel as quickly as possible and to cooperate fully in the substitution of the new <br />counsel as counsel of record in in the Actions. <br />17. DISCRIMNATION 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 />18. 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 any <br />action or proceeding that may be brought or arise out of, in connection with or by reason of this <br />Agreement. <br />19. 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 of <br />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 not, <br />in fact, held by the signatory or is withdrawn. <br />20. COUNTERPARTS: SIGNATURES This Agreement may be executed in counterparts, <br />secured via facsimile transmission or otherwise, each of which shall be deemed to be an original. <br />Photocopies of any executed counterpart shall have the same force and effect as an original. <br />[SIGNATURES ON NEXT PAGE] <br />25H-12 <br />