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10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the CITY and ARAMARK, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. In the event of a conflict between RFP #16 -128 and ARAMARK's proposal dated November 14, 2016, ARAMARK's proposal shall control. This Agreement may not be modified except by written instrument signed by the CITY and by au authorized representative of ARAMARK. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate ARAMARK nor the CITY. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of ARAMARK, ARAMARK{ may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the CITY and any such assignment, transfer, delegation or subcontract without the CITY's prior written consent shall be considered null and void. 12. TERMINATION This Agreement may be terminated without cause by the CITY or by ARAMARK upon ninety (90) days written notice of termination to the other party. In such event, ARAMARK{ shall be entitled to receive and the CITY shall pay ARAMARK compensation for all services performed by ARAMARK{ prior to receipt of such notice of termination, subject to the following conditions: Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION ARAMARK shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. ARAMARK affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California, Both parties further 251 -11