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32. INSPECTION <br />The City and /or its authorized representatives shall have the right at all reasonable <br />times to inspect the Parking Facilities to determine if Operator is complying with the <br />provisions of this Agreement. The City reserves the right, at any time, at the request of <br />the Contract Administrator to call a conference of representatives of the City and the <br />Operator for the purpose of making a complete inspection of the Parking Facilities and <br />reviewing the operation, maintenance, quality of service and such other items as the City <br />may wish to review. <br />If evidence of discrepancies is discovered in the operational and accounting <br />procedures being conducted at the Parking Facilities, relative to funds received and <br />maintained, the City shall have the right to make immediate contact with the responsible <br />employee of the Operator, at his/her workstation without any prior required notice to <br />affected employee or the Operator. City further reserves the right to have made available <br />for immediate inspection and review any and all materials, receipts, records and <br />equipment relative to all revenues and the accounting for all funds maintained at the <br />Parking Facilities, to resolve any issue at questions and provide for the integrity and <br />security of the operations being conducted. <br />The City reserves the right, at any time, to install surveillance equipment, both <br />audio and visual, anywhere on the Parking Facilities to monitor operations and <br />procedures for security purposes. No further notice of installation shall be given to the <br />Operator. <br />33. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City <br />and Operator, and supersedes any and all other agreements, oral or written, between the <br />parties. In the event of a conflict between the terms of this Agreement and any <br />attachments hereto, the terms of this Agreement shall prevail. This Agreement may not <br />be modified except by written instrument signed by the City and by an authorized <br />representative of Operator. The parties agree that any terms or conditions of any <br />purchase order or other instrument that are inconsistent with, or in addition to, the terms <br />and conditions hereof, shall not bind or obligate Operator nor the City. Each party to this <br />Agreement acknowledges that no representations, inducements, promises or agreements, <br />orally or otherwise, have been made by any party, or anyone acting on behalf of any <br />party, which are not embodied herein. <br />34. COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS <br />Operator shall carry out all services pursuant to this Agreement in substantial <br />conformity with all applicable laws, ordinances, statutes, codes, rules, regulations, orders, <br />and decrees of the United States, the State of California, the County of Orange, the City, <br />and of any other political subdivision, agency, or instrumentality exercising jurisdiction <br />W <br />