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With copy to: <br />Executive Director of Parks, Recreation and Community Services <br />City of Santa Ana <br />20 Civic Center Plaza (M-23) <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />Fax (714)571-4211 <br />To Provider: Debra Choi <br />5125 E. Paddington Ct., Unit A <br />Orange, CA 92867 <br />Phone: (714) 616-4394 <br />Email: debra.choigyahoo.com <br />A party may change its address by giving notice in writing to the other party. <br />Thereafter, any communication shall be addressed and transmitted to the new address. If sent by <br />mail, communication shall be effective or deemed to have been given three (3) days after it has been <br />deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed <br />as set forth above. If sent by fax, communication shall be effective or deemed to have been given <br />twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting <br />facsimile machine, addressed as set forth above. For purposes of calculating these time frames, <br />weekends, federal, state, County or City holidays shall be excluded. <br />10. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Provider regarding the subject matter herein, and supersedes any and all other agreements, oral or <br />written, between the parties. In the event of a conflict between the terms of this Agreement and any <br />attachments 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 Provider. The <br />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 made by any party, or anyone <br />acting on behalf of any party, which is not embodied herein. <br />11. ASSIGNMENT/SUBSTITUTES <br />a. Assignment. The experience, knowledge, capability and reputation of Provider were a <br />substantial inducement for City to enter into this Agreement. Therefore, Provider may not assign, <br />transfer, delegate, or subcontract any interest herein without the prior written consent of the City and <br />any such assignment, transfer, delegation or subcontract without the City's prior written consent shall <br />be considered null and void. <br />b. Substitutes. In the event Provider is not able to teach a class due to illness or some other <br />cause beyond Provider's reasonable control, Provider must procure, at its sole expense, a qualified <br />substitute instructor to teach the class at its regular time and place. Provider shall ensure that <br />substitute instructors are at least twenty-one (21) years of age and comply with the City's insurance <br />and live scan requirements contained herein. Evidence of compliance with City's insurance and live <br />