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660 Newport Center Drive, Suite 1600
<br />Newport Beach, CA 92660
<br />Telephone: (949) 725-4000
<br />Email: vlegbandt@stradlinglaw.com
<br />A party may change its address by giving notice in writing to the other party. Thereafter, any notice,
<br />tender, demand, delivery, or other communication shall be addressed and transmitted to the new address.
<br />If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has
<br />been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed
<br />as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been
<br />given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting
<br />facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends,
<br />federal, state, County or City holidays shall be excluded.
<br />12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive
<br />statement between the City and Attorneys, and supersedes any and all other agreements, oral or written,
<br />between the parties. In the event of a conflict between the terms of this Agreement and any attachments
<br />hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written
<br />instrument signed by the City and by an authorized representative of Attorneys. The parties agree that
<br />any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition
<br />to, the terms and conditions hereof, shall not bind or obligate Attorneys or the City. Each party to this
<br />Agreement 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 not embodied
<br />herein.
<br />13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of
<br />Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein without the
<br />prior written consent of the City and any such assignment, transfer, delegation or subcontract without the
<br />City's prior written consent shall be considered null and void. Nothing in this Agreement shall be
<br />construed to limit the City's ability to have any of the services which are the subject of this Agreement
<br />performed by City personnel or by other Attorneys retained by City.
<br />14. TERMINATION This Agreement may be terminated by City at any time. In such event, Attorneys
<br />shall be entitled to receive and the City shall pay Attorneys compensation for all services performed by
<br />Attorneys prior to receipt of such notice of termination. As a condition of such payment, Attorneys shall
<br />deliver to the City all files and records generated under this Agreement as of such date.
<br />Attorneys may terminate this agreement, subject to their obligation to provide written reasonable notice of at
<br />least thirty (30) days to arrange alternative representation. In such case, City agrees to secure new counsel as
<br />quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in in the
<br />Actions.
<br />15. 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 disability,
<br />as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
<br />4862-4688-5795v1/200434-0006
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