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<br />12. EXCLUSIVITY AND AMENDMENT <br /> <br />This Agreement represents the complete and exclusive statement between the City <br />and Educator, and supersedes any and all other agreements, oral or written, between the <br />parties. In the event of a conflict between the terms of this Agreement and any attachments <br />hereto, the terms of this Agreement shall prevail. This Agreement may not be modified <br />except by written instrument signed by the City and by an authorized representative of <br />Educator. The parties agree that any terms or conditions of any purchase order or other <br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall <br />not bind or obligate Educator nor the City. Each party to this Agreement acknowledges that <br />no 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 herein. <br /> <br />13. ASSIGNMENT <br /> <br />Inasmuch as this Agreement is intended to secure the specialized services of <br />Educator, Educator may not assign, transfer, delegate, or subcontract any interest herein <br />without 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 />Nothing in this Agreement shall be construed to limit the City's ability to have any of the <br />services which are the subject to this Agreement performed by City personnel or by other <br />Educators retained by City. <br /> <br />14. TERMINATION <br /> <br />This Agreement may be terminated by either Party upon thirty days written notice of <br />termination delivered to the other party. <br /> <br />15. DISCRIMINATION <br /> <br />Educator shall not discriminate because ofrace, color, creed, religion, sex, marital <br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and <br />prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, <br />termination or other employment related activities. Educator affirms that it is an equal <br />opportunity employer and shall comply with all applicable federal, state and local laws and <br />regulations. <br /> <br />16. JURISDICTION - VENUE <br /> <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 /> <br />6 <br />