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except by written instrument signed by the City and by an authorized representative of Provider.
<br />The parties 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 obligate
<br />Provider or the City. Each party to this Agreement acknowledges that no representations,
<br />inducements, promises or agreements, orally or otherwise, have been trade by any party, or anyone
<br />acting on behalf of any party, which is not embodied herein,
<br />10. WAIVER
<br />No waiver of breach, failure of any condition, or any right or remedy contained in, or granted
<br />by the provisions of this Agreement skull be effective unless it is in writing and signed by the party
<br />waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy
<br />shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor
<br />shall any waiver constitute a continuing waiver unless the writing so specifies.
<br />11. ASSIGNMENT
<br />The experience, knowledge, capability and reputation of Provider were a substantial
<br />inducement for City to enter into this Agreement. Therefore, Provider may not assign, transfer,
<br />delegate, or subcontract any interest herein without the prior written consent of the City and any
<br />such assignment, transfer, delegation or subcontract without the City's prior written consent shall be
<br />considered null and void.
<br />1.2. TERMINATION
<br />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 />13. RECORDS
<br />Provider shall use attendance sheets to record attendance in each class or session. Provider
<br />shall keep these and any other records in connection with the work to be performed under this
<br />Agreement and shall permit City, upon request, to review such records for a period of three (3)
<br />years from the date of expiration of this Agreement,
<br />14. NON-DISCRIMINATION
<br />Provider shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, ago, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination
<br />or other employment related activities or any services provided under this Agreement. Provider
<br />affirms that it is an equal opportunity employer and shall comply with all applicable federal, state
<br />and local laws and regulations.
<br />1.5. JURISDICTION —VENUE
<br />This Agreement has been executed and delivered in the State of California and the validity,
<br />interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
<br />determined and governed by the laws of the State of California. Both parties fiuther agree that
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