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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 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 <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 />4 <br />