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A party may change its address by giving notice in writing to the other party. Thereafter, any
<br />notice, tender, demand, delivery, or other communication shall be addressed and transmitted to
<br />the new address. If sent by mail, communication shall be effective or deemed to have been
<br />given three (3) days after it has been deposited in the United States mail, duly registered or
<br />certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile,
<br />communication shall be effective or deemed to have been given twenty-four (24) hours after
<br />the time set forth on the transmission report issued by the transmitting facsimile machine,
<br />addressed as set forth above. For purposes of calculating these time frames, weekends, federal,
<br />state, County or City holidays shall be excluded,
<br />13. 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
<br />otherwise, have been made by any party, or anyone acting on behalf of any parties, which are
<br />not embodied herein.
<br />14. 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,
<br />delegation or subcontract without the City's prior written consent shall be considered null and
<br />void. 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 />15. 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
<br />services performed by Attorneys prior to receipt of such notice of termination. As a condition
<br />of such payment, Attorneys shall deliver to the City all files and records generated under this
<br />Agreement as of such date.
<br />Attorneys may terminate this agreement, subject to their obligation to provide written
<br />reasonable notice of at least thirty (30) days to arrange alternative representation. In such case,
<br />City agrees to secure new counsel as quickly as possible and to cooperate fully in the
<br />substitution of the new counsel as counsel of record in in the Actions.
<br />16. 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.
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<br />25D-6
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