MBIA MUNISERVICES COMPANY (MMC) 1 - 2006

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require, for Services rendered under this Agreement, from a third party who may be subject to findings resulting from Services, to or from any Customer official, employee, contractor, or agent, or from any other party where such gift or gratuity could be construed as a conflict of interest. MMC, its officers, directors, employees, agents, and contractors shall avoid all conflicts of interest, financial or otherwise, or the appearance thereof, in the performance of this Agreement or the applicable Services. 13.4 Order of Precedence. In the event of any conflict between the provisions of this Agreement, any applicable Addendum or the Service Level Agreement, this Agreement shall control, and the Service Level Agreement shall receive precedence over the Addendum. 13.5 Return of Data — If, at any time, Customer terminates the ASP services or this contract otherwise expires, then upon Customer request and within a reasonable time MMC shall provide Customer with Customer's data in an ASCII common delimitated file format. Data will be provided in electronic format only. MMC shall not maintain Customer data more than sixty (60) days after contract termination or expiration. 13.6 Severability. In the event that any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be construed as nearly as possible to reflect the original intent of the parties and the remainder of the provisions shall remain in full force and effect. 13.7 Waiver. Either Party's failure to insist upon strict performance of any provision of this Agreement shall not be construed as a waiver of that or any other of its rights hereunder at any later date or time. 13.8 Independent Contractors. The Parties are acting as independent contractors and shall have exclusive control of the manner and means of performing their respective obligations. Nothing in this Agreement shall be construed as creating any relationship of partners, joint venturers, principal/agent and nothing in this Agreement shall be construed as granting one Party any authority to bind the other financially, contractually, or otherwise. 13.9 Force Maieure. Neither party shall be liable for failing to perform its obligations hereunder (other than payment obligations) where delayed or hindered by war, riots, embargoes, strikes or acts of its vendors or suppliers, accidents, acts of God, or any other event beyond its reasonable control. 13.10 Notices. All notices including notices of address changes contemplated hereunder shall be deemed received on the third day after mailing if sent by mail, or immediately if sent by facsimile. Notices shall be sent to the following: If to MMC: If to Customer: MBIA MuniServices Company City of Santa Ana 7335 North Palm Bluffs Ave. 20 Civic Center Plaza Fresno, CA 93711 Santa Ana, CA Attn: Corporate Counsel Attn: Pamela Arends -King, Deputy Finance Dir 13.11 Survival. All terms and provisions of this Agreement which should by their nature survive the termination of this Agreement shall so survive. Specifically, the provisions of Articles 3, 8, 9 and Section 13.1 shall survive termination, and Article 6 to the extent that any financial obligation of one Party to the other accrued prior to the effective date of termination. 13.12 Conies. This Agreement may be executed in separate counterparts including facsimile copies, each of which shall be deemed an original, and all of which shall be deemed one and the same instrument and legally binding upon the parties. 13.13 Entire Agreement. This Agreement, including the Exhibits attached hereto and made part hereof, constitutes the entire agreement between Customer and MMC with respect to the Services provided. 13.14 No Oral Modification. No modification of this Agreement shall be effective unless set forth in writing and executed with the same formality as this Agreement. No waiver of the requirements of this Section 13.10 shall be effective unless in writing and signed by Legal Counsel for MMC. 13.15 Construction. This Agreement shall be construed in accordance with the laws of the State of California without regard to its conflict of laws principals. 13.16 Headings. The section headings herein are for convenience and reference purposes only and shall serve as a basis for construction or interpretation. MMC Services Agreement Page 25