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To Provider: Marls Hay dba Coast Live Oak School <br />316 Edgewood Road <br />Santa Ana, CA 92706 <br />Phone (714) 307-9481 <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 telefacsimile, commumication shall be effective or <br />deemed to have been given twenty-four (24) hours after the time set forth on the transmission <br />report issued by the transmitting facsimile machine, addressed as set forth above. For purposes <br />of calculating these time frames, weekends, federal, state, County or City holidays shall be <br />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 (7.5%) 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 mast notify participants as soon as possible of any class <br />cancellation and make-up class. <br />4 <br />