PARKING CONCEPTS INC. OF LOS ANGELES 1C - 2010

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11. ENTIRE AGREEMENT This License, together with all attachments hereto, constitutes the entire understanding and agreement of the parties. It supersedes any and all other agreements either oral or in writing between the parties hereto with respect to the terms set forth in this License and contains all the covenants and agreements between the parties with respect thereto. Each party to this License acknowledges that no representation, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, with respect to such services, which are not embodied herein, and that no amendment hereto shall be effective unless set forth in writing, approved by the Licensor and Licensee. 12. INDEPENDENT CONTRACTOR It is understood and agreed that Licensee, in the performance of this License, will be acting in a wholly independent capacity and not as agent, employee, partner, or joint venture of the Licensor. This License does not create a tenancy of any nature whatsoever between the Licensor and Licensee. 13. ASSIGNMENT BY LICENSEE PROHIBITED In no event shall Licensee assign or transfer any of the rights conferred herein without the prior express written consent of the Licensor. 14. ATTORNEY FEES AND COSTS In the event that any action is instituted to enforce payment or performance under this Agreement, or otherwise in connection with this Agreement, the parties agree that the each party shall pay its own costs and attorneys' fees. 15. CONFLICT OF INTEREST No member, official or employee of the City shall have any personal interest, direct or indirect, in this Agreement, nor shall any member, official or employee participate in any decision relating to this Agreement which affects his /her personal interests or the interests of any corporation, partnership or association in which he /she is directly or indirectly interested.