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immediately notify the City of the substitute instructor's name, qualifications, address and phone <br />number. If Provider cannot procure a qualified substitute. and the City is unable to assist in this <br />regard, then the class shall be canceled and a make -up class must be added to the session, <br />Provider must notify participants as soon as possible of any class cancellation and make -up class. <br />Provider must personally teach at least seventy -five percent (75 %) of its offered classes. <br />12. TERMINATION <br />a. This Agreement may be terminated by the City upon thirty (30) days written notice of <br />termination. In such event, Provider shall be entitled to receive, and City shall pay Provider, <br />compensation for all services rendered prior to the effective date of termination. <br />b. Termination or cancellation of classes by the Provider outside of Section I Lb, must be <br />given to the City at least thirty (30) days prior to termination/cancellation. Failure to provide <br />adequate cancellation notice to the City may put firture contracting of business with the City at <br />risk and will result in the City's retention of ten (10 %) percent of the final payment to Provider. <br />13. RECORDS <br />Provider shall use attendance sheets generated and supplied by the City to record <br />attendance in each class. Provider shall keep these and any other records in connection with the <br />work to be performed under this Agreement and shall permit City, upon request, to review such <br />records for a period of three (3) years from the date of final payment to Provider under this <br />Agreement. <br />14. NON 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, teaching, training, utilization, promotion, <br />termination or other employment related activities. Provider affirms that it is an equal <br />opportunity employer and shall comply with all applicable federal, state and local laws and <br />regulations. <br />15. JURISDICTION —VENUE <br />This Agreement has been executed and delivered in the State of Califonnia 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 parries further <br />agree that Orange County, California, shall be the venue for any action or proceeding that may <br />be brought or arise out of, in connection with or by reason of this Agreement. <br />16. LICENSES <br />Provider shall, throughout the term of this Agreement, maintain all necessary licenses, <br />permits, approvals, waivers, and exemptions necessary for the provision of the services <br />