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9. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Instructor, and supersedes any and all other agreements, oral or written, between the parties. In <br />the event of a conflict between the terms of this Agreement and any attachments hereto, the terms <br />of this Agreement shall prevail. This Agreement may not be modified except by written <br />instrument signed by the City and by an authorized representative of Instructor. The parties agree <br />that any terms or conditions of any purchase order or other instrument that are inconsistent with, <br />or in addition to, the terms and conditions hereof, shall not bind or obligate Instructor nor the <br />City. Each party to this Agreement acknowledges that no representations, inducements, promises <br />or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of <br />any party, which are not embodied herein. <br />10. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Instructor, <br />Instructor may not assign, transfer, delegate, or subcontract any interest herein without the prior <br />written consent of the City and any such assignment, transfer, delegation or subcontract without <br />the City's prior written consent shall be considered null and void. Nothing in this Agreement shall <br />be construed to limit the City's ability to have any of the services which are the subject to this <br />Agreement performed by City personnel or by other consultants retained by City. <br />11. TERMINATION <br />This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination. In such event, Instructor shall pay City all compensation due prior to receipt of such <br />notice of termination. <br />12. DISCRIMINATION <br />Instructor 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. Instructor affirms that it is an equal opportunity employer and shall <br />comply with all applicable federal, state and local laws and regulations. <br />13. 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 Agreement <br />shall be determined and governed by the laws of the State of California. Both parties further <br />agree that Orange County, California, shall be the venue for any action or proceeding that may be <br />brought or arise out of, in connection with or by reason of this Agreement. <br />14. PROFESSIONAL LICENSES <br />Instructor shall, throughout the term of this Agreement, maintain all necessary licenses, <br />permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder <br />and required by the laws and regulations of the United States, the State of California, the City of <br />Santa Ana and all other governmental agencies. Instructor shall notify the City immediately and <br />in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and <br />exemptions. Said inability shall be cause for termination of this Agreement. <br />15. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature hereinbelow has the power, <br />authority and right to bind their respective parties to each of the terms of this Agreement, and shall <br />indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to <br />City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. <br />