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10. ]EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and
<br />Provider, and supersedes any and all other agreements, oral or written, between the parties. In the
<br />event of a conflict between the terms of this Agreement and any attachments hereto, the terms of
<br />this Agreement shall prevail. This Agreement may not be modified except by written instrcunent
<br />signed by the City and by an authorized representative of Provider. The parties agree that any terms
<br />or conditions of any purchase order or other instrument that are inconsistent with, or in addition to,
<br />the terms and conditions hereof, shall not bind or obligate Provider or the City. Each party to this
<br />Agreement acknowledges that no representations, inducements, promises or agreements, orally or
<br />otherwise, have been made by any party, or anyone acting on behalf of any party, which is not
<br />embodied herein.
<br />11. ASSIGNMENT/SUBSTITUTES
<br />a. Assignment. The experience, knowledge, capability and reputation of Provider were a
<br />substantial inducement for City to enter into this Agreement. Therefore, Provider may not assign,
<br />transfer, delegate, or subcontract any interest herein without the prior written consent of the City
<br />and any such assignment, transfer, delegation or subcontract without the City's prior written consent
<br />shall be considered mr11 and void. Provider must personally teach at least seventy-five percent
<br />(75%) of its offered classes.
<br />b. Substitutes. In the event Provider is not able to teach a class due to illness or some other
<br />cause beyond Provider's reasonable control, Provider must procure, at its sole expense, a qualified
<br />substitute instructor to teach the class at its regular time and place. Provider shall ensure that
<br />substitute instructors comply with the City's insurance and live scan requirements contained herein.
<br />Provider must immediately notify the City of the substitute instructor's natne, qualifications,
<br />address and phone number. If Provider cannot procure a qualified substitute and the City is unable
<br />to assist in this regard, then the class shall be canceled and, a make-up class must be added to the
<br />session. Provider must notify participants as soon as possible of any class cancellation and make-up
<br />Class.
<br />1.2. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of
<br />termination. Termination or cancellation of classes by the Provider must be given to the City at least
<br />thirty (30) days prior to termination/cancellation. Failure to provide adequate cancellation notice to
<br />the City may put future contracting of business with the City at risk and will result in the City's
<br />retention of ten (1.0%) percent of the final payment to Provider.
<br />1.3. DISCRIMINATION
<br />Provider shall not discriminate' because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
<br />employment related activities. Provider affirms that it is an equal opportunity employer and shall
<br />comply with all applicable federal, state and locallaws and regulations,
<br />14. JURISD.ICTION - 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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