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<br />forth above. For purposes of calculating these time frames, weekends, federal, state, <br />County or City holidays shall be excluded. <br /> <br />9. EXCLUSIVITY AND AMENDMENT <br /> <br />This Agreement represents the complete and exclusive statement between the City <br />and Attorneys, and supersedes ay and all other agreements, oral or written, between the <br />parties. In the event of a conflict between the terms of this Agreement and any <br />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 <br />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, that terms <br />and conditions hereof, shall not bind or obligate Attorneys nor the City. Each party to <br />this Agreement acknowledges that no representations, inducements, promises or <br />agreements, orally or otherwise, have been made by any party, or anyone acting on behalf <br />of any party, which are not embodied herein. <br /> <br />10. ASSIGNMENT <br /> <br />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 <br />without the prior written consent of the City and any such assignment, transfer, <br />delegation or subcontract without the City's prior written consent shall be considered null <br />and void. Nothing in this Agreement shall be construed to limit the City's ability to have <br />any of the services which are the subject to this Agreement performed by City personnel <br />or by other Attorneys retained by City. <br /> <br />11. TERMINATION <br /> <br />This Agreement may be terminated by either party upon thirty (30) days written <br />notice of termination to the other party. In such event, Attorneys shall be entitled to <br />receive and the City shall pay Attorneys compensation for all services performed by <br />Attorneys prior to the receipt of such notice of termination, subject to the following <br />conditions: <br /> <br />a. As a condition of such payment, Attorneys shall deliver to the City all files and <br />records generated under this Agreement as of such date. <br /> <br />b. Payment need not be made for work that fails to meet the standard of <br />performance specified in the Recitals of this Agreement. <br /> <br />12. DISCRIMINATION <br /> <br />Attorneys shall not discriminate because ofrace, color, creed, religion, sex, <br />marital status, sexual orientation, age, national origin, ancestry, or disability, as defined <br />and prohibited by applicable law, in the recruitment, selection, training, utilization, <br />promotion, termination or other employment related activities. Attorneys affirm that it is <br /> <br />4 <br /> <br />