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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 telefacsimile, communication shall
<br /> be effective or deemed to have been given twenty-four (24) hours after the tune 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 /> 12. 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 /> 13. 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 Iimit 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 /> 14. 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 /> 15. 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, genetic 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
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