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<br />203215669.16 17 <br />10.10 Representations of Operator. Operator hereby represents and warrants to MTC <br />that: <br />10.10.1Operator is a limited liability company, validly existing and in good <br />standing under the laws of the State of Delaware, and it is duly authorized to do business in the <br />State of California; and <br />10.10.2Operator has all requisite power and authority to own or lease its <br />properties and assets, to conduct its business as currently conducted and to execute, deliver and <br />perform this Continuation Agreement and all other agreements entered into or delivered in <br />connection with or as contemplated hereby. <br />10.11 Ethics in Public Contracting. This Continuation Agreement incorporates all local, <br />state, and federal law, regulations and rules related to ethics, conflicts of interest, or bribery. <br />Operator certifies that its offer is made without collusion or fraud and that it has not offered or <br />received any kickbacks or inducements from any other officer, supplier, manufacturer, or <br />subcontractor and that it has not conferred on any public employee having official responsibility <br />for this purchase any payment, loan, subscription, advance, deposit of money, services, or <br />anything of more than nominal value, present or promised unless consideration of substantially <br />equal or greater value was exchanged. <br />10.12 Remedies. The remedies available to MTC in various sections of this <br />Continuation Agreement shall be deemed to be in addition to, and not in limitation of, any other <br />remedies MTC has or may have under applicable law or in equity arising out of or relating to this <br />Continuation Agreement. <br />10.13 Assignment. Operator shall not assign, transfer, convey, sublet, or otherwise <br />dispose of any award, or any or all of its rights, obligations, or interests under this Continuation <br />Agreement, without the prior written consent of MTC, except the preceding clause shall not limit <br />Operator’s rights to enter into subcontracts for the provision of services hereunder. <br />10.14 Prohibition of Expending Local, Agency, State or Federal Funds for Lobbying <br />A. Operator certifies to the best of its knowledge and belief that: <br />i. No state, federal or local agency appropriated funds have been paid, or <br />will be paid by-or-on behalf of Operator to any person for influencing or <br />attempting to influence an officer or employee of any state or federal <br />agency; a Member of the State Legislature or United States Congress; an <br />officer or employee of the Legislature or Congress; or any employee of a <br />Member of the Legislature or Congress, in connection with the awarding <br />of any state or federal contract; the making of any state or federal grant; <br />the making of any state or federal loan; the entering into of any <br />cooperative agreement, and the extension, continuation, renewal, <br />amendment, or modification of any state or federal contract, grant, loan, or <br />cooperative agreement.