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by City. Operator will obtain all permits and other governmental approvals, required in connection with Operator's activities hereunder, and update such permits/approvals as necessary. 28. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Operator, 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, including the RFP, 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 Operator. 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 parties, which are not embodied herein. 29. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Operator, Operator may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment,'transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Operators retained by City. 30. NON-DISCRIMINATION Operator shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, of disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Operator affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 31. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 32. ATTORNEY'S FEES 10