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13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and
<br />exclusive statement between the City and Attorneys, and supersedes any and all other agreements,
<br />oral or written, between the parties. In the event of a conflict between the terms of this Agreement
<br />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 Attorneys. 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 terns and conditions hereof, shall not
<br />bind or obligate Attorneys 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 Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein
<br />without the prior written consent of the City and any such assignment, transfer, delegation or
<br />subcontract without the City's prior written consent shall be considered null and void. Nothing in
<br />this Agreement shall be construed to limit the City's ability to have any of the services which are
<br />the subject of this Agreement performed by City personnel or by other 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 services
<br />performed by Attorneys prior to receipt of such notice of termination. As a condition of such payment,
<br />Attorneys shall deliver to the City all files and records generated under this Agreement as of such
<br />date. 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. hi such case, City
<br />agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the
<br />new counsel as counsel of record in in the Actions.
<br />16. NON-DISCRIMINATION Attorneys 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. 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. .l [ 1RISDICTION — 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 maybe 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.
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