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<br />,
<br />
<br />To Attorneys:
<br />
<br />Richard Terzian
<br />Bannon, Green, Frank & Terzian
<br />555 S. Flower Street, Suite 2700
<br />Los Angeles, California 90071-2420
<br />Telefacsimile (213) 362-1188
<br />
<br />A party may change its address by giving notice in writing to the other party. Thereafter, communication
<br />shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed
<br />to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified,
<br />with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or
<br />deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the
<br />transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames,
<br />weekends, federal, state, County or City holidays shall be excluded.
<br />
<br />II. EXCLUSIVITY AND AMENDMENT
<br />
<br />This Agreement represents the complete and exc1usiv~ statement between the City and Attorneys, and
<br />supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the
<br />terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement
<br />may not be modified except by written instrument signed by the City and by an authorized representative of
<br />Attorneys. The parties agree that any terms or conditions of any other instrument that are inconsistent with, or in
<br />addition to, the terms and conditions hereof, shall not bind or obligate Attorneys nor the City. Each party to this
<br />Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have
<br />been made by any party, or anyone acting on behalf of any party, which are not embodied herein.
<br />
<br />12. ASSIGNMENT
<br />
<br />Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attorneys may not
<br />assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any
<br />such assignment, transfer, delegation or subcontract without the City's prior written consent shaH be considered null
<br />and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which
<br />are the subject of this Agreement performed by City personnel or by other Attorneys retained by City.
<br />
<br />13. TERMINATION
<br />
<br />This Agreement may be terminated by City at any time. In such event, Attorneys shall be entitled to receive
<br />and the City shall pay Attorneys compensation for all services perfonned by Attorneys prior to receipt of such notice of
<br />tennination. As a condition of such payment, Attorneys shall deliver to the City all files and records generated under this
<br />Agreement as of such date.
<br />
<br />Attomeys may terminate this agreement, subject to their obligation to provide reasonable notice to arrange
<br />alternative representation. In such case, City agrees to secure new counsel as quickly as possible and to cooperate fully
<br />in the substitution of the new counsel as counsel of record in any litigation 1n which Attorneys may be involved.
<br />
<br />14. DISCRIMINATION
<br />
<br />Attorneys shaH not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
<br />recruitment, selection, training, utilization, promotion, termination or other employment related activities. Attorneys
<br />affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and
<br />regulations.
<br />
<br />15. JURISDICTION - VENUE
<br />
<br />This Agreement has been executed and delivered in the State of California and the validity, interpretation,
<br />performance, and enforcement of any of the clauses of this Agreement shaH be determined and governed by the laws
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