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that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or
<br />obligate Provider or the City. Each party to this Agreement acknowledges that no representations,
<br />inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone
<br />acting on behalf of any party, which is not embodied herein.
<br />13. ASSIGNMENT
<br />The experience, knowledge, capability and reputation of Provider were a substantial
<br />inducement for City to enter into this Agreement. Therefore, Provider may not assign, transfer,
<br />delegate, or subcontract any interest herein without the prior written consent of the City and any
<br />such assignment, transfer, delegation or subcontract without the City's prior written consent shall
<br />be considered null and void.
<br />14. TERMINATION
<br />a. This Agreement may be terminated by the City upon thirty (30) days written notice of
<br />termination. In such event, Provider shall be entitled to receive, and City shall pay Provider,
<br />compensation for all services rendered prior to the effective date of termination.
<br />b. Termination or cancellation of classes by the Provider must be given to the City at least
<br />thirty (30) days prior to term inationlcancel[at ion. Failure to provide adequate cancellation notice
<br />to the City may put future contracting of business with the City at risk and will result in the City's
<br />retention of ten (10%) percent of the final payment to Provider.
<br />15. RECORDS
<br />To the extent Provider tracks attendance in each class, Provider shall keep attendance
<br />records and any other records in connection with the work to be performed under this Agreement
<br />and shall permit City, upon request, to review such records for a period of three (3) years from the
<br />date of final payment to Provider under this Agreement.
<br />16. NON-DISCRIMINATION
<br />Provider shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
<br />information, or military and veteran status, age, national origin, ancestry, or disability, as defined
<br />and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
<br />promotion, termination or other employment related activities or any services provided under this
<br />Agreement. Provider affirms that it is an equal opportunity employer and shall comply with all
<br />applicable federal, state and local laws and regulations.
<br />17. JURISDICTION —VENUE
<br />This Agreement has been executed and delivered in the State of California and the validity,
<br />interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
<br />determined and governed by the laws of the State of California. Both parties further agree that
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