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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 agreements, <br />oral or written, between the parties regarding the use of the Facilities. In the event of a <br />conflict between the terms of this Agreement and any attachments hereto, the terms of this <br />Agreement shall prevail. This Agreement may not be modified except by written <br />instrument signed by the City and by an authorized representative of User. The parties <br />agree that any terms or conditions of any purchase order or other instrument that are <br />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 made <br />by any party, or anyone acting on behalf of any party, which are not embodied 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. User <br />shall not allow any other person or entity to use the Facilities without the prior written <br />consent of City. <br />16. TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) days written notice. <br />17. NONDISCRIMINATION <br />User shall not discriminate because of race, color, creed, religion, sex, marital <br />status, sexual orientation, gender identity, gender expression, gender, medical conditions, <br />genetic information, or military and veteran status, age, national origin, ancestry, or <br />disability, as defined and prohibited by applicable law, in the recruitment, selection, <br />teaching, training, utilization, promotion, termination or other employment related <br />activities or any services provided under this Agreement. User affirms that it is an equal <br />opportunity employer and shall comply with all applicable federal, state and local laws and <br />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 />Page 6 of 9 <br />