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<br />- <br /> <br />- <br /> <br />Notwithstanding the foregoing, the GRANTEE may subcontract maintenance, repair and <br />cleaning obligations to qualified subcontractors, with the prior written consent of the <br />Director. GRANTEE shall provide written notice of its intent to subcontract such <br />services containing the qualifications of the proposed subcontractor. The Director shall <br />grant the consent so long as the Director is reasonably satisfied with the qualifications <br />provided by the GRANTEE. Consenting to a particular subcontractor shall not be <br />deemed to be a wavier of any breach or misconduct by the subcontractor. Any other <br />attempted transfer, assignment or transfer without the CITY'S prior written consent shall <br />be void and shall, at the option of the CITY, terminate this Agreement. <br /> <br />24. EXCLUSIVITY AND AMENDMENT <br /> <br />This Agreement represents the complete and exclusive statement between CITY and <br />GRANTEE, 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 GRANTEE. The parties agree that any terms or conditions of any <br />purchase order or other instrument that are inconsistent with, or in addition to, that terms <br />and conditions hereof, shall not bind or obligate GRANTEE nor 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 /> <br />25. INDEPENDENT CONTRACTOR <br /> <br />GRANTEE shall perform all services required herein as an independent contractor of <br />CITY and shall remain at all times as to CITY a wholly independent contractor and not <br />an employee of CITY. CITY shall not in any way or for any purpose become or be <br />deemed to be a partner of GRANTEE in its business or otherwise, or ajoint venturer, or a <br />member of any joint enterprise with GRANTEE. <br /> <br />26. LEGAL ACTION <br />The Superior Court of the State of California in the County of Orange shall have the <br />exclusive jurisdiction of any litigation between the parties arising out of this Agreement. <br />This Agreement shall be governed by, and construed under, the laws of the State of <br />California. The rights and remedies of the parties are cumulative and the exercise by <br />either party of one or more of such rights or remedies shall not preclude the exercise by <br />it, at the same or different times, of any other rights or remedies for the same default or <br />any other default by the other party. Service of process on CITY shall be made in the <br />manner required by law for service on a public entity. Service of process on GRANTEE <br />shall be made in any manner permitted by law and shall be effective whether served <br />within or outside of California. <br /> <br />13 <br />