Laserfiche WebLink
10. 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 <br />or written, between the parties. In the event of a conflict between the terms of this Agreement <br />and any attachments hereto, the terns 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 tears and conditions hereof, shall not <br />bind or obligate Provider or the City. Each party to this Agreement acknowledges that no <br />representations, inducements, promises or agreements, orally or otherwise, have been made by <br />any patty, or anyone acting on behalf of any 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 assigtument, 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 <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 five 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 />Provide' must personally teach at least seventy-five percent (75%) of its offered classes. <br />12. TERMINATION <br />a. This Agreement may be terminated by the City upon thirty (30) days 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. Ternination or cancellation of classes by the Provider outside of Section 11.b. must be <br />given to the City at least thinly (30) days prior to ternination/cancellation. Failure to provide <br />adequate cancellation notice to the City may put future contracting of business with the City at <br />risk and will result in the City's retention of ten (10%) percent of the final payment to Provider. <br />13. RECORDS <br />Provider shall use attendance sheets generated and supplied by file City to record <br />attendance in each class. Provider shall keep these and any other records in connection with the <br />work to be performed under this Agreement and shall permit City, upon request, to review such <br />Page 5 of 8 <br />