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9.1 Notices relating to this Agreement shall be given by courier, facsimile, or mail, <br />addressed to the following: <br />The Jurisdiction: <br />Teri Cable <br />Public Works Agency <br />City of Santa Ana <br />20 Civic Center Plaza (M21) <br />Santa Ana, CA 92701 <br />ICLEI: <br />Michelle Wyman <br />Executive Director <br />ICLEI U.S.A. <br />436 14~` Street, Suite 1520 <br />Oakland, CA 94612 <br />Section 10 -General Provisions <br />10.1 The text herein shall constitute the entire Agreement between the parties and any <br />and all amendments must be in writing. <br />10.2 This Agreement shall be binding upon and inure to the benefit of the heirs at law <br />and executors of ICLEI and successor entities of the Jurisdiction. This Agreement <br />is for professional services predicated upon ICLEI's special expertise, abilities, or <br />knowledge; however ICLEI shall have the ability to assign its rights or delegate its <br />obligations under this Agreement in whole or in part with prior written consent of <br />the Jurisdiction to qualified personnel who shall work in conjunction with ICLEI. <br />10.3 Section headings in this Agreement are expressly for descriptive purposes. <br />10.4 The parties agree that each of the provisions included in this Agreement is separate, <br />distinct and severable from the other and remaining provisions of this Agreement, <br />and that the invalidity of any provision or portion thereof shall not affect the <br />validity of any other provision or provisions of this Agreement. <br />10.5 Time is of the essence in the execution and performance by both parties under this <br />Agreement. <br />10.6 This Agreement shall be governed under the laws of the State of California. <br />-4- <br />