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(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 telefacsimile, communication shall
<br /> 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
<br /> purposes of calculating these time frames, weekends, federal, state, County or City holidays shall
<br /> 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 /> oral or written,between the parties. In the event of a conflict between the terms of this Agreement
<br /> and any 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 representative
<br /> of Attorneys. The parties agree that any terms or conditions of any purchase order or other
<br /> instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not
<br /> bind or obligate Attorneys or the City. Each party to this Agreement acknowledges that no
<br /> representations,inducements,promises or agreements,orally or otherwise,have been made by any
<br /> party, or anyone acting on behalf of any parties, which are not embodied 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. 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, generic information, or military and veteran status, age, national origin, ancestry, or
<br /> disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching,
<br /> training,utilization,promotion, termination or other employment related activities or any services
<br /> provided under this Agreement.Attorneys affirm that it is an equal opportunity employer and shall
<br /> comply with all applicable federal, state and local laws and regulations.
<br /> 17. JURISDICTION—VENUE This Agreement has been executed and delivered in the State
<br /> of California and the validity, interpretation, performance, and enforcement of any of the clauses
<br /> of this Agreement shall be determined and governed by the laws of the State of California. Both
<br /> parties further agree that Orange County, California, shall be the venue for any action or
<br /> proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.
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