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fashion complete with Operator's recommendations and submitted to Owner for review. The Owner in its sole discretion may grant, deny, or condition approval of the proposed equipment or improvement. Title to equipment and improvements so purchased and installed by Operator will vest in Owner upon installation, subject to reimbursement. The total cost thereof (including delivery and installation costs and taxes) will be reimbursed to Operator by Owner within thirty (30) days after receipt of Operator's statement showing the description and cost of each site. 1. ReplacementofEguipment: Operator will immediately notify Owner if any equipment or device in the Parking Facilities requires repair or replacement. If any equipment requires replacement, Operator will obtain three (3) bids for the replacement equipment. Operator will request and obtain Owner's approval in writing before replacing the equipment in accordance with the Scope of Services. S. Patents and Trademarks. Operator represents that it is the owner of, or fully authorized to use, any and all services, processes, machines, articles, marks, names, or slogans used by it in the Parking Facilities. Choice of Law. The rights and duties arising under this Agreement will be governed by the internal laws of the State of California without regard to its choice of law rules. Any claim or dispute between the parties under or in connection with this Agreement will be filed and heard in the Superior Court of California in and for Orange County. The parties hereby consent to personal jurisdiction of the Orange County Superior Court. Assignment. Owner will have the right to assign this Agreement without the prior written consent of Operator, but shall provide Operator with no less than thirty (30) days' written notice of such assignment. Operator, however, will not assign or transfer this Agreement or its right, title, or interest herein without the prior written consent of Owner, provided, however, that transfer or assignment by Operator to a direct or indirect subsidiary of ABM Industries Incorporated shall be permitted. A sale, merger, or other transaction or series of transactions that result in the transfer of 50% or more of the outstanding voting equity interests of Operator will constitute an assignment requiring the prior written consent of Owner for purposes of this Agreement. V. Transfers. If all or any portion of the Project is at any time sold or otherwise conveyed to a new Owner, and Owner does not elect to terminate this Agreement effective concurrently with the conveyance of all or a portion of the Project, Operator agrees that this Agreement shall be deemed assigned to the new Owner as of the effective date of such sale or other conveyance, and Owner shall be released from any further obligations with respect to the payments of any sums due under the terms of this Agreement after the effective date of assignment. W. Attorney's Fees. Should either party bring suit to enforce any of the terms of this Agreement, the prevailing party will be entitled to reimbursement by the issuing party of its reasonable attorney's fees and legal expenses. X. Taxpayer Identification Number. Operator shall provide City with a complete Request for Taxpayer Identification Number and Certification, Form W-9, as issued by the Internal Revenue Service. Applicable Laws, Codes, and Regulations. Operator shall perform all work in accordance with all applicable laws, codes, and regulations required by all authorities having jurisdiction over such work. Z. Modification of Agreement. This Agreement may not be modified, nor may any of the terms, provisions, or conditions be modified or waived or otherwise affected, except by a written amendment signed by all Page 18