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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. Asa 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 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, 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
<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.
<br /> 18. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its
<br /> signature herein below has the power, authority and right to bind their respective parties to each of
<br /> the terms of this Agreement,and shall indemnify City fully, including reasonable costs and attorney's
<br /> fees, for any injuries or damages to City in the event that such authority or power is not,in fact,held
<br /> by the signatory or is withdrawn.
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