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terms of this Agreement shall prevail. This Agreement may not be modified except by written
<br />instrument signed by the City and by an authorized representative of Operator. The parties agree
<br />that any terms or conditions of any purchase order or other instrument that are inconsistent with,
<br />or in addition to, that terms and conditions hereof, shall not bind or obligate Operator nor the
<br />City. Each party to this Agreement acknowledges that no representations, inducements, promises
<br />or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of
<br />any party, which are not embodied herein.
<br />11. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Operator,
<br />Operator may not assign, transfer, delegate, or subcontract any interest herein without the prior
<br />written consent of the City and any such assignment, transfer, delegation or subcontract without
<br />the City's prior written consent shall be considered null and void. Nothing in this Agreement
<br />shall be construed to limit the City's ability to have any of the services which are the subject to
<br />this Agreement performed by City personnel or by other Operators retained by City.
<br />12. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of
<br />termination. In such event, Operator shall be entitled to receive and the City shall pay Operator
<br />compensation for all services performed by Operator prior to receipt of such notice of termination.
<br />13. DISCRIMINATION
<br />Operator shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
<br />employment related activities. Operator affirms that it is an equal opportunity employer and shall
<br />comply with all applicable federal, state and local laws and regulations.
<br />14. JURISDICTION - VENUE
<br />This Agreement and all questions relating to its validity, interpretation, performance, and
<br />enforcement shall be government 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
<br />agree that Orange County, California, shall be the venue for any action or proceeding that may
<br />be brought or arise out of, in connection with or by reason of this Agreement.
<br />15. PROFESSIONAL LICENSES
<br />Operator shall, throughout the term of this Agreement, maintain all necessary licenses,
<br />permits, approvals, waivers, and exemptions necessary for the provision of the services
<br />hereunder and required by the laws and regulations of the United States, the State of California,
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