To Attomeys: Richazds Watson Gershon
<br />355 South Grand Avenue, 40`" Floor
<br />Los Angeles, CA 90071-3101
<br />Telephone (213) 626-8484
<br />Telefacsimile (213) 6626-0078
<br />A parry 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. If sent by
<br />mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given
<br />three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid,
<br />and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other
<br />communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the
<br />transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of
<br />calculating these time fiarnes, weekends, federal, state, County or City holidays shall be excluded.
<br />11. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and Attomeys, 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 />Attomeys. The parties agree that any terms or conditions of any purchase order or other instrument that aze
<br />inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Attorneys nor the City.
<br />Each party to this 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 party, which are not embodied herein.
<br />12. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Attomeys, 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 shall 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 />aze the subject of this Agreement performed by City personnel or by other Attomeys retained by City.
<br />13. TERMINATION
<br />This Agreement maybe terminated by City at any time. In such event, Attorneys shall be entitled to receive
<br />and the City shall pay Attomeys compensation for all services performed by Attorneys prior to receipt of such notice of
<br />termination. As a condition of such payment, Attomeys shall deliver to the City all files and records generated under this
<br />Agreement as of such date.
<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 substituticn of the new counsel as counsel of record in any litigation in which Attomeys maybe involved.
<br />14. DISCRIMINATION
<br />Attomeys shall 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. Attomeys
<br />affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and
<br />regulations.
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