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payments made under this Agreement be in return for the referral of ongoing business, if any, or in return for the purchasing, leasing, or ordering of any services other than the specific services described in this Agreement. All payments specified in this Agreement are consistent with what the parties reasonably believe to be a fair market value for the services provided. d. Compliance With Laws. City and Sports Complex Sponsor shall comply with all applicable federal,state,and local laws, regulations, including non-discrimination and equal employment opportunity provisions, and orders in performance of the Agreement. e. Access to Books and Records. If this Agreement is for the provision of services with a value of$10,000 or more within a 12- month period, then until the expiration of four years after the furnishing of any services pursuant to this Agreement City shall make available, upon written request from the Secretary of the United States Department of Health and Human Services or from the United States Comptroller General, or any of their duly authorized representatives, this Agreement and such books, documents and records of vendors as are necessary to certify the nature and the extent of the reasonable cost of services to the Sports Complex Sponsor. If City enters into an agreement with any related organization to provide services pursuant to this Agreement with a value of$10,000 or more within a 12-month period, such subcontract shall contain a clause to the effect that until the expiration of four years after the furnishing of such services pursuant to such subcontract,the related organization shall make available, upon written request by the Secretary, or upon request by the Comptroller General,or any of their duly authorized representatives,the subcontract, and books, documents and records of such organization that are necessary to verify the nature and extent of such costs. This paragraph shall be of force and effect only to the extent required by 42 U.S.C. § 1395 (v)(1)(I). f. Governing Law.This Agreement shall be construed in accordance with and governed by the laws of the State of California, without regard to conflict of law rules. 12. Assignment. This Agreement may not be assigned without the written approval of the non-assigning party. 13. Amendment. This Agreement may only be amended in writing. 14. Entire Agreement. This Agreement constitutes the entire understanding of the parties and supersedes any prior written agreements or oral understandings between the parties. 15.Notices.Any notice or communication required or permitted to be given under this Agreement shall be served personally, sent by United States certified mail,sent by overnight delivery 5