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transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Provider regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of. Provider. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with., or in addition to, the terns and conditions hereof, shall not bind or obligate Provider or the City. Each Party to this Agreement acknowledges that no representations, inducements,promises or agreements,orally or otherwise,have been made by any Party,or anyone actin;on behalf of any Party, which is not embodied herein, 13. ASSIGNMENT The experience, knowledge, capability and reputation of Provider were a substantial inducement for City to enter into this Agreement. Therefore, Provider may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. 14. 'ITERMINATtON a. This Agreement may be terminated by the City immediately pursuant to any federal, state, county or local health order related to or regarding COVIDMI9 making it impossible to hold classes. For any other reason, this Agreement may be terminated by City upon thirty (30) clays written notice of termination. In such event, Provider shall be entitled to receive, and City shall pay Provider, compensation for all services rendered prior to the effective date of termination. b, Termination or cancellation of classes by the Provider outside of Section I l.b. must be given to the City at least thirty (30) days prior to termination/cancellation. Failure to provide adequate cancellation notice to the City may put future contracting of business with the City at risk. 15. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure,right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. Page 6 of 8