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. . Notwithstanding the foregoing, the GRANTEE may subcontract maintenance, repair and cleaning obligations to qualified subcontractors, with the prior written consent of the Director. GRANTEE shall provide written notice of its intent to subcontract such services containing the qualifications of the proposed subcontractor. The Director shall grant the consent so long as the Director is reasonably satisfied with the qualifications provided by the GRANTEE. Consenting to a particular subcontractor shall not be deemed to be a wavier of any breach or misconduct by the subcontractor. Any other attempted transfer, assignment or transfer without the CITY'S prior written consent shall be void and shall, at the option ofthe CITY, terminate this Agreement. 24. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between CITY and GRANTEE, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the CITY and by an authorized representative of GRANTEE. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or obligate GRANTEE nor CITY. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 25. INDEPENDENT CONTRACTOR GRANTEE shall perform all services required herein as an independent contractor of CITY and shall remain at all times as to CITY a wholly independent contractor and not an employee of CITY. CITY shall not in any way or for any purpose become or be deemed to be a partner of GRANTEE in its business or otherwise, or a joint venturer, or a member of any joint enterprise with GRANTEE. 26. LEGAL ACTION The Superior Court of the State of California in the County of Orange shall have the exclusive jurisdiction of any litigation between the parties arising out of this Agreement. This Agreement shall be governed by, and construed under, the laws of the State of California. The rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. Service of process on CITY shall be made in the manner required by law for service on a public entity. Service of process on GRANTEE shall be made in any manner permitted by law and shall be effective whether served within or outside of California. 13