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11. ENTIRE AGREEMENT <br />This License, together with all attachments hereto, constitutes the entire understanding <br />and agreement of the parties. It supersedes any and all other agreements either oral or in <br />writing between the parties hereto with respect to the terms set forth in this License and <br />contains all the covenants and agreements between the parties with respect thereto. Each <br />party to this License acknowledges that no representation, inducements, promises or <br />agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of <br />any party, with respect to such services, which are not embodied herein, and that no <br />amendment hereto shall be effective unless set forth in writing, approved by the LICENSOR and <br />LICENSEE. <br />12. INDEPENDENT CONTRACTOR <br />It is understood and agreed that LICENSEE, in the performance of this License, will be <br />acting in a wholly independent capacity and not as agent, employee, partner, or joint ventures of <br />the LICENSOR. This License does not create a tenancy of any nature whatsoever between the <br />LICENSOR and LICENSEE. <br />13. ASSIGNMENT BY LICENSEE PROHIBITED <br />In no event shall LICENSEE assign or transfer any of the rights conferred herein without <br />the prior express written consent of the LICENSOR. <br />14. ATTORNEY FEES AND COSTS <br />In the event that any action is instituted to enforce payment or performance under this <br />Agreement, or otherwise in connection with this Agreement, the parties agree that the prevailing <br />party shall be reimbursed by the other party for all costs and attorneys' fees incurred by the <br />prevailing party in such action. <br />15. CONFLICT OF INTEREST <br />No member, official or employee of the City shall have any personal interest, direct or <br />indirect, in this Agreement, nor shall any member, official or employee participate in any <br />decision relating to this Agreement which affects his/her personal interests or the interests of <br />any corporation, partnership or association in which he/she is directly or indirectly interested. <br />16. CHOICE OF LAW <br />Choice of Law. This Agreement is to be governed by, and construed in accordance with, the <br />laws of the State of California. <br />/// <br />/// <br />/// <br />///