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To Provider: Molina Herrera
<br />17 Calabria Street
<br />Irvine, CA 92712
<br />A party ruay 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 snail,
<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 aft -or 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 frarues, weekends, federal, state, County or City holidays shall be excluded.
<br />M EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive staternent 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 terns of this Agreement and arty attachments hereto, the
<br />terns 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. ASSIGNME, NT/SU]38TITUTES
<br />a. Assignment, The experience, knowledge, capability and reputation of Provider were a
<br />substantial indu.aement. 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 due to ilhless 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 heroin. 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 ruake-up class rnuat 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 soventy-five percent (75%) of its offered classes,
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