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instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shalt not bind or obligate Provider or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or o(her-wfse, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. It. ASS fGNNIENUSUBSTITIITES a. Assignment. The experience, knowledge, capability and reputation of Provider were a substantial inducement for City to enter into this Agreement. Therefore, Provider may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered mull and void. b. Substitutes. In the event Provider is not able to teach a class due to illness or some other cause beyond Provider's rea ionable control, Provider must procure, at its sole expense, it qualified substitute instructor to teach the class at its regular time and place. Provider shall ensure that substitute instructors are at least twenty-one (2) 1) years of age and comply with the City's insurance and live scan requirements contained herein. Evidence of compliance with City's insurance and live scan requirements shall be provided upon request. Provider must immediately notify the City of the substitute instructor's name, qualifications, address and phone number. If Provider cannot procure a qualified substitute and the City is unable to assist in this regard, then the class shall be canceled and a make-up class must be added to the session. Provider must notify participants as soon as possible of any class cancellation and make-up class. Provider trust personally teach at least seventy-five percent (75%) of its offered classes. U. TERMINATION a. This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Provider shall be entitled to receive, and City shall pay Provider, compensation for all services rendered prior to the effective date of termination, b. Termination or cancellation of classes by the Provider outside of Section I I .b. must be given to the City at least thirty (30) clays prior to terminatiorleancellation. Failure to provide adequate cancellation notice to the City may put future contracting of business with the City at risk and will result in the City's retention of ten (10%) percent of the final payment to Provider, 13, RECORDS Provider shall use attendance sheets generated and supplied by the City to record attendance in each class. Provider shall keep these and any other records in connection with the work to be performed under this Agreement and shall permit City, upon request, to review such records for it period of three (3) years from the date of final payment to Provider under this Agreement,