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any purchase order or other instrument that are inconsistent with, or in addition to, the terms and
<br />conditions hereof, shall not bind or obligate ARAMARK nor the CITY. Each party to this
<br />Agreement acknowledges that no representations, inducements, promises or agreements, orally
<br />or otherwise, have been made by any party, or anyone acting on behalf of any party, which are
<br />not embodied herein.
<br />11. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of
<br />ARAMARK, ARAMARK may not assign, transfer, delegate, or subcontract any interest herein
<br />without the prior written consent of the CITY and any such assignment, transfer, delegation or
<br />subcontract without the CITY's prior written consent shall be considered null and void.
<br />12. TERMINATION
<br />This Agreement may be terminated without cause by the CITY or by ARAMARK upon
<br />one hundred twenty (120) days written notice of termination to the other party. In such event,
<br />ARAMARK shall be entitled to receive and the CITY shall pay ARAMARK compensation for all
<br />services performed by ARAMARK prior to receipt of such notice of termination, subject to the
<br />following conditions:
<br />Payment need not be made for work which fails to meet the standard of performance
<br />specified in the Recitals of this Agreement.
<br />13. DISCRIMINATION
<br />ARAMARK shall not discriminate because of race, color, creed, religion, sex, marital
<br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
<br />by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
<br />other employment related activities. ARAMARK affirms that it is an equal opportunity employer
<br />and shall comply with all applicable federal, state and local laws and regulations.
<br />14. 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 any lawsuit in connection with or by reason of this Agreement may be brought or
<br />removed, as appropriate, in the state or federal courts for Orange County, California.
<br />15. PROFESSIONAL LICENSES
<br />ARAMARK shall, throughout the term of this Agreement, maintain all necessary
<br />licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services
<br />hereunder and required by the laws and regulations of the United States, the State of California,
<br />the City of Santa Ana and all other governmental agencies. ARAMARK shall notify CITY
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