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payment processing services or other work or services which fail to meet the standards of
<br />performance as set forth in the Recitals and which may reasonably be expected by CITY.
<br />14. EXCLUSIVITY AND AMENDMENT
<br />This Agreement, in conjunction with attached Exhibit A represents the complete and
<br />exclusive statement between CITY and CONSULTANT, and supersedes any and all other
<br />agreements, oral or written, between the Partie. In the event of a conflict between the terms of
<br />this Agreement and any attachments hereto, the terms of this Agreement shall prevail except
<br />over the Merchant Card Processing Agreement. This Agreement may not be modified except by
<br />written instrument signed by CITY and by an authorized representative of CONSULTANT. The
<br />Parties agree that any terms or conditions of any purchase order or other instrument that are
<br />inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate
<br />CONSULTANT or CITY. Each party to this Agreement acknowledges that no representations,
<br />inducements, promises or agreements, orally or otherwise, have been made by any party, or
<br />anyone acting on behalf of any party, which are not embodied herein.
<br />15. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of
<br />CONSULTANT, CONSULTANT may not assign, transfer, delegate, or subcontract any interest
<br />herein without the prior written consent of CITY and any such assignment, transfer, delegation
<br />or subcontract without CITY's prior written consent shall be considered null and void. Provided,
<br />however, that merchant processing services provided by CONSULTANT's merchant processor
<br />in accordance with the Merchant Card Processing Agreement incorporated as part of Exhibit A
<br />of this Agreement are agreed to by CITY as, upon exercise of CITY's Optional Contingency for
<br />walk-up payment kiosk services, are walk-up payment kiosk services software solutions utilizing
<br />Kiosk Information Systems, Inc. authorized hardware, software, hosting services, hardware
<br />warranty and software/application program maintenance. Nothing in this Agreement shall be
<br />construed to limit CITY's ability to have any of the services which are the subject to this
<br />Agreement performed by CITY personnel or by other consultants retained by CITY.
<br />16. DISCRIMINATION
<br />CONSULTANT shall not discriminate because of race, color, creed, religion, sex, marital
<br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
<br />by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
<br />other employment related activities. CONSULTANT affirms that it is an equal opportunity
<br />employer and shall comply with all applicable federal, state and local laws and regulations.
<br />17. JURISDICTION - VENUE
<br />This Agreement and all questions relating to its validity, interpretation, performance, and
<br />enforcement shall be governed and construed in accordance with the laws of the State of
<br />California. This Agreement has been executed and delivered in the State of California and the
<br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
<br />shall be determined and governed by the laws of the State of California. Both Parties further
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