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To Provider: Joel Hernandez <br />2313 South Renee Drive <br />Santa Ana, CA 92704 <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 />cation shall be effective or deemed to have been given three (3) days after id, ait ad <br />deposited in the United States been <br />communimail, duly registered or certified, with postage p p <br />If sent by fax, communication shall be effective or deemed to have <br />been given twenty -£our (24) hours after the time set forth on the trpismoses of calculatingthese e <br />by th <br />addressed as set forth above. <br />transmitting facsimile machine, addressed as set forth above. For urp <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 exchrsive statement between the City and <br />Provider regarding the subject matter herein, and supersedes any and all other agreements, oral <br />or written, between the parties. In the event of a conflict between the terms of this Agreement <br />and any attachments hereto, the terms of this Agreement shall prevail, This Agreement may not <br />be modified except by written instrument signed, by the City and by an authorized representative <br />of Provider. The parties agree that any terms or conditions of any purchase order or other <br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not <br />bind or obligate Provider or the City. Each party to this Agreement acknowledges that no <br />representations, inducements, prornlses or y agreements, <br />whu has not embodied lor otherwise, herei ave been made by <br />any party, or anyone acting on behalf of any party, <br />it. ASSIGNMFNTlSUBSTITUTES <br />a. Assignment. The experience, Imowledge, capability and reputation of Provider were a <br />substantial inducement for City to enter into this Agreementinterest . Therefore, Provider may not assign, <br />herein <br />without consent of the <br />City <br />transfer, eleate contract any 1 gationorsubcontractact w thout theCty'sprior written <br />and anyugnmen transfer, dele <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 so"' e <br />control, Provider must procure, at its sole expense, a <br />other cause beyond Provider's reasonable <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 />