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To Attorneys: Attention: Kimberly Hall Barlow, Partner
<br />Jones & Mayer
<br />3777 North Harbor Blvd,
<br />Fullerton, CA 92835
<br />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 the
<br />new address. If sent by mail, communication shall be effective or deemed to have been given three
<br />(3) days after it has been deposited in the United States mail, duly registered or certified, with
<br />postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective
<br />or deemed to have been given twenty-four (24) hours after the time set forth on the transmission
<br />report issued by the transmitting facsimile machine, addressed as set forth above, For purposes of
<br />calculating these time frames, weekends, federal, 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 agreements
<br />on this subject, oral or written, between the parties, In the event of a conflict between the terms
<br />of 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 terms 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 otherwise,
<br />have been made by any party, or anyone acting on behalf of any parties, which are not embodied
<br />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.
<br />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 expression, gender, medical
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