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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 />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. <br />b. Substitutes. In the event Provider is not able to teach a class clue 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 are at least twenty-one (21) years of age and comply with the <br />City's insurance and live scan requirements contained herein. Evidence of compliance with <br />City's insurance and live scan requirements shall be provided upon request. Provider must <br />immediately notify the City of the substitute instructor's name, qualifications, address and phone <br />number. If Provider cannot procure a qualified substitute and the City is unable to assist in this <br />regard, then the class shall be canceled and a make-up class must be added to the session. <br />Provider must notify participants as soon as possible of any class cancellation and make-up class. <br />Provider must personally teach at least seventy-five percent (75%) of its offered classes. <br />12. TERMINATION <br />a. This Agreement maybe tenninated by the City upon thirty (30) clays written notice of <br />termination. In such event, Provider ,shall be entitled to receive,, and City shall pay Provider, <br />compensation for all services rendered prior to the effective date of termination. <br />b. Termination or cancellation of classes by the Provider outside of Section I Lb. must be <br />given to the City at least thirty (30) days prior to termi.nation/cancellation. Failure to provide <br />