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28. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and
<br />Operator, and supersedes any and all other agreements, oral or written, between the parties. In
<br />the event of a conflict between the terms of this Agreement and any attachments hereto,
<br />including the RFP, the terms of this Agreement shall prevail. This Agreement may not be
<br />modified except by written instrument signed by the City and by an authorized representative of
<br />Operator. Each party to this Agreement acknowledges that no representations, inducements,
<br />promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
<br />behalf of any parties, which are not embodied herein.
<br />29. 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 />30. NON-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 />31. JURISDICTION -VENUE
<br />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 />32. ATTORNEY'S FEES
<br />Except as otherwise provided in this Agreement, in the event suit is brought by either
<br />party to enforce the terms and provisions of this Agreement or to secure the performance hereof,
<br />each party shall bear its own attorney's fees.
<br />33. 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 />to
<br />25E-27
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