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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 facsimile, communication shall be effective or deemed to
<br />have been given twenty-four (24) hours after the time set forth on the transmission report issued
<br />by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating
<br />these time frames, 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, and supersedes any and all other agreements, oral or written, between the parties. In
<br />the event of a conflict between the terms of this Agreement and any attachments hereto, the
<br />terms of this Agreement shall prevail. This Agreement may not be modified except by written
<br />instrument signed by the City and by an authorized representative of Provider. The parties agree
<br />that any terms or conditions of any purchase order or other instrument that are inconsistent with,
<br />or in addition to, the terms and conditions hereof, shall not bind or obligate Provider or the City.
<br />Each party to this Agreement acknowledges that no representations, inducements, promises or
<br />agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
<br />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
<br />and any such assignment, transfer, delegation or subcontract without the City's prior written
<br />consent shall be considered null and void. Provider must personally teach at least seventy-five
<br />percent (75%) of its offered classes.
<br />b. Substitutes. In the event Provider is not able to teach a class due to illness or some
<br />other cause beyond Provider's reasonable control, Provider must procure, at its sole expense, a
<br />qualified substitute instructor to teach the class at its regular time and place. Provider shall
<br />ensure that substitute instructors comply with the City's insurance and live scan requirements
<br />contained herein. Provider must immediately notify the City of the substitute instructor's name,
<br />qualifications, address and phone number. If Provider cannot procure a qualified substitute and
<br />the City is unable to assist in this regard, then the class shall be canceled and a make-up class
<br />must be added to the session. Provider must notify participants as soon as possible of any class
<br />cancellation and make-up class.
<br />12. TERMINATION
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of
<br />termination. Termination or cancellation of classes by the Provider must be given to the City at
<br />least thirty (30) days prior to termination/cancellation. Failure to provide adequate cancellation
<br />notice to the City may put future contracting of business with the City at risk and will result in
<br />the City's retention of ten (10%) percent of the final payment to Provider.
<br />13. 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
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