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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
<br />the new address. If sent by mail, 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,
<br />with postage prepaid, and addressed as set forth above. If sent by facsimile, communication
<br />shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on
<br />the transmission report issued by the transmitting facsimile machine, addressed as set forth
<br />above. For purposes of calculating these time frames, weekends, federal, state, County or City
<br />holidays shall be excluded.
<br />11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and
<br />exclusive statement between the Successor Agency and Attorneys, and supersedes any and all
<br />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.
<br />This Agreement may not be modified except by written instrument signed by the Successor
<br />Agency and by an authorized representative of Attorneys. The parties agree that any terms or
<br />conditions of any purchase order or other instrument that are inconsistent with, or in addition to,
<br />the terms and conditions hereof, shall not bind or obligate Attorneys or the Successor Agency.
<br />Each party to 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 of any
<br />parties, which are not embodied herein.
<br />12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized
<br />services of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest
<br />herein without the prior written consent of the Successor Agency and any such assignment,
<br />transfer, delegation or subcontract without the Successor Agency's prior written consent shall be
<br />considered null and void. Nothing in this Agreement shall be construed to limit the Successor
<br />Agency's ability to have any of the services which are the subject of this Agreement performed
<br />by Successor Agency personnel or by other Attorneys retained by Successor Agency.
<br />13. TERMINATION This Agreement may be terminated by Successor Agency at any time.
<br />In such event, Attorneys shall be entitled to receive and the Successor Agency shall pay Attorneys
<br />compensation for all services performed by Attorneys prior to receipt of such notice of termination.
<br />As a condition of such payment, Attorneys shall deliver to the Successor Agency all files and
<br />records generated under this Agreement as of such date.
<br />Attorneys may terminate this agreement, subject to their obligation to provide reasonable notice to
<br />arrange alternative representation. In such case, Successor Agency agrees to secure new counsel as
<br />quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record
<br />in any litigation in which Attorneys may be involved.
<br />14. DISCRIMINATION Attorneys shall not discriminate because of race, color, creed,
<br />religion, sex, marital status, sexual orientation, age, national origin., ancestry, or disability, as
<br />defined and prohibited by applicable law, in the recruitment, selection, training, utilization,
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