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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 counsel <br />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, gender identity, gender, gender expression, age, <br />national origin, ancestry, military and veteran status, or disability, as defined and prohibited by <br />applicable law, in the recruitment, selection, training, utilization, promotion, termination of other <br />employment related activities. Attorneys affirm that it is an equal opportunity employer and shall <br />comply with all applicable federal, state and local laws and regulations. <br />17. JURISDICTION— VENUE This Agreement has been executed and delivered in the State <br />of California and the validity, interpretation, performance, and enforcement of any of the clauses <br />of this Agreement shall be determined and governed by the laws of the State of California. Both <br />parties further agree that Orange County, California, shall be the venue for any action or <br />proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. <br />18. 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 attorney's <br />fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held <br />by the signatory or is withdrawn. <br />19. COUNTERPARTS; SIGNATURES This Agreement may be executed in counterparts, <br />secured via facsimile transmission or otherwise, each of which shall be deemed an original. <br />Photocopies of any executed counterpart shall have the same force and effect as an original. City <br />further acknowledges that it has read and received a copy the full text Section 6148 of the <br />California Business and Professions Code prior to signing this Agreement. <br />20. NO GUARANTEES City understands and acknowledges that there are certain risks and <br />uncertainties in the pursuit of any matter for which Attorneys have been retained, that law is not <br />an exact science, that Attorneys have made no representations or guarantees of success regarding <br />the conclusion of any particular matter, and that all expressions relative thereto are matters of <br />Attorneys' opinion only. In other words, Attorneys make no representations or guarantees of <br />success regarding any matter. <br />#33622v2 <br />