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and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not
<br />be modified except by written instrument signed by the City and by an authorized representative
<br />of Attorney. The parties agree that any terms or conditions of any purchase order or other
<br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not
<br />bind or obligate Attorney or the City. Each party to this Agreement acknowledges that no
<br />representations, inducements, promises or agreements, orally or otherwise, have been made by any
<br />party, or anyone acting on behalf of any parties, which are not embodied herein.
<br />14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services
<br />of Attorney, Attorney may not assign, transfer, delegate, or subcontract any interest herein without
<br />the prior written consent of the City and any such assignment, transfer, delegation or subcontract
<br />without the City's prior written consent shall be considered null and void. Nothing in this
<br />Agreement shall be construed to limit the City's ability to have any of the services, which are the
<br />subject of this Agreement performed by City personnel or by other Attorney retained by City.
<br />15. TERMINATION This Agreement may be terminated by City at any time. In such event,
<br />Attorney shall be entitled to receive and the City shall pay Attorney compensation for all services
<br />performed by Attorney prior to receipt of such notice of termination. As a condition of such payment,
<br />Attorney shall deliver to the City all files and records generated under this Agreement as of such date.
<br />Attorney may terminate this agreement, subject to his obligation to provide written reasonable notice
<br />of at least thirty (30) days to arrange alternative representation. In such case, City agrees to secure
<br />new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as
<br />counsel of record in in the Actions.
<br />16. NON-DISCRIMINATION Attorney shall not discriminate because of race, color, creed,
<br />religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical
<br />conditions, genetic information, or military and veteran status, age, national origin, ancestry, or
<br />disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching,
<br />training, utilization, promotion, termination or other employment related activities or any services
<br />provided under this Agreement. Attorney affirms that he is an equal opportunity employer and
<br />shall 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 to be an original.
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