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8.9 Force Maieure. Neither party shall be liable for failing to perform its obligations <br />hereunder (other than payment obligations) where delayed or hindered by war, riots, <br />embargoes, strikes or acts of its vendors or suppliers, accidents, acts of God, or any other <br />event beyond its reasonable control. <br />8.10Notices. All notices, including notices of address changes, provided hereunder shall be <br />deemed received on the third day after mailing if sent by mail, or immediately if sent by <br />facsimile. Notices shall be sent to the following: <br />If to MMC: <br />MBIA MuniServices Company <br />7335 N. Palm Bluffs Ave. <br />Fresno, CA 93711 <br />Attn: Legal Department <br />Email To: legalkmuniservices.com <br />If to City: <br />City of Santa Ana <br />20 Civic Center Plaza <br />Santa Ana, CA 92702 <br />Attn: Pamela Arends -King, Deputy Finance Dir. <br />Email To: parends- king_a,ci.santa- ana.ca.us <br />8.11 Copies. This Agreement may be executed in separate counterparts including facsimile <br />copies, each of which shall be deemed an original, and all of which shall be deemed one <br />and the same instrument and legally binding upon the parties. <br />8.12Entire Agreement. This Agreement, including the Addenda attached hereto and made part <br />hereof, constitutes the entire agreement between MMC and City with respect to the <br />Services provided. This Agreement supercedes and replaces any and all prior agreements, <br />of whatever kind or nature, with respect to the Services provided hereunder and with <br />respect to any Addendum to be added hereto at a later date. Any prior agreements, <br />discussions, or representations not expressly set forth herein are of no force or effect. <br />8.13No Oral Modification. No modification of this Agreement shall be effective unless set <br />forth in writing and executed with the same formality as this Agreement. No waiver of <br />the requirements of this Section shall be effective unless in writing and signed by the <br />CEO for MMC. <br />8.14 Construction. This Agreement shall be construed in accordance with the laws of the State <br />of California without regard to its conflict of laws principals. <br />8.15Headings. The section headings herein are for convenience and reference purposes only <br />and shall not serve as a basis for construction or interpretation. <br />8.16Order of Precedence. In the event of any conflict between the terms of this Agreement <br />and the terms of any Addenda, the terms of this Agreement shall prevail. No additional <br />terms, PO Terms and Conditions, or oral or written representations of any kind shall be of <br />any force and effect unless in writing and executed with the same formality as this <br />Agreement. <br />8.17Partial Pa ent. No receipt by MMC of an amount less than City's full amount due will <br />be deemed to be other than payment "on account ", nor will any endorsement or statement <br />on any check or any accompanying letter effect or evidence an accord and satisfaction. <br />MMC may accept such check or partial payment without prejudice to MMC's right to <br />recover the balance or pursue any right of MMC. <br />MMC Services Agreement Page 7 <br />