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14. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City <br />and User regarding the subject matter herein, and supersedes any and all other <br />agreements, oral or written, between the parties regarding the use of the Facilities. In the <br />event of a conflict between the terms of this Agreement and any attachments hereto, the <br />terms of this Agreement shall prevail. This Agreement may not be modified except by <br />written instrument signed by the City and by an authorized representative of User. The <br />parties agree that any terns or conditions of any purchase order or other instrument that <br />are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or <br />obligate User or the City. Each party to this Agreement acknowledges that no <br />representations, inducements, promises or agreements, orally or otherwise, have been <br />made by any party, or anyone acting on behalf of any party, which are not embodied <br />herein. <br />15. ASSIGNMENT <br />User may not assign, transfer, delegate, or subcontract any interest herein without <br />the prior written consent of the City and any such assignment, transfer, delegation or <br />subcontract without the City's prior written consent shall be considered null and void. <br />User shall not allow any other person or entity to use the Facilities without the prior <br />written consent of City. <br />16. TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) clays written <br />notice. <br />17. NONDISCRIMINATION <br />User shall not discriminate in the course of its activities in or about the Facilities <br />on the basis of race, color, disability, religion, sex, marital status, sexual orientation, age, <br />national origin, ancestry, disability, or any other basis prohibited by law. User affirms <br />that it is an equal opportunity employer and shall comply with all applicable federal, state <br />and local laws and regulations. <br />18. JURISDICTION - VENUE <br />This Agreement has been executed and delivered in the State of California and the <br />validity, interpretation, performance, and enforcement of any of the clauses of this <br />Agreement shall be determined and governed by the laws of the State of California. Both <br />parties further agree that Orange County, California, shall be the venue for any action or <br />proceeding that may be brought or arise out of, in connection with or by reason of this <br />Agreement. <br />