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To Provider: Backhaus Dance <br />Attn: Jennifer Backhaus <br />P.O Box 5890 <br />Orange, CA 92863 <br />Email: iennyAbackhausdance.org <br />A party may change its address by giving notice in writing to the other party. Thereafter, <br />any communication shall be addressed and transmitted to the new address. If sent by mail, <br />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 <br />addressed as set forth above. If sent by fax, communication shall be effective or deemed to have <br />been given twenty-four (24) hours after the time set forth on the transmission report issued by the <br />transmitting facsimile machine, addressed as set forth above. For purposes of calculating these <br />time frames, weekends, federal, state, County or City holidays shall be excluded. <br />12. 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 <br />any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be <br />modified except by written instrument signed by the City and by an authorized representative of <br />Provider. The parties agree that any terms or conditions of any purchase order or other instrument <br />that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or <br />obligate 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 />13. ASSIGNMENTISUBSTITUTES <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 <br />and any such assignment, transfer, delegation or subcontract without the City's prior written <br />consent shall 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 <br />live scan requirements shall be provided upon request. Provider must immediately notify the City <br />of the substitute instructor's name, qualifications, address and phone number. If Provider cannot <br />procure a qualified substitute and the City is unable to assist in this regard, then the class shall be <br />canceled and a make-up class must be added to the session. Provider must notify participants as <br />