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SOUTHERN CALIFORNIA EDISON COMPANY SCHEDULE LS-1 OPTION E, ENERGY EFFICIENCY -LIGHT EMITTING DIODE (LED) FIXTURE REPLACEMENT RATE AGREEMENT 5. AMENDMENTS; ASSIGNMENTS 5.1 Any changes or amendments to this Agreement must be in writing and must be executed by the Applicant and SCE and, if required, be approved by the California Public Utilities Commission (Commission). 5.2 Applicant shall not assign this Agreement without the prior written consent of SCE; provided, however, that Applicant may assign the Agreement pursuant to the terms and conditions of Section 4.2 above, and the NPI must assume all rights and obligations under this Agreement for the remaining Term. Any assignment and assumption shall be in a form acceptable to SCE. 6. NOTICE Any notice either Applicant or SCE may wish to provide the other regarding this Agreement must be in writing. Such notice must be either hand -delivered or sent by U.S. certified or registered mail, postage prepaid, to the person designated to receive notice for the other Party below, or to such other address as either may designate by written notice. Notices delivered by hand shall be deemed effective when delivered. Notices delivered by mail shall be deemed effective when received, as acknowledged by the receipt of the certified or registered mailing. Applicant: Executive Director (Name) Public Works Agency (Title) 20 Civic Center Plaza (Address) Santa Ana, CA, 92702 (City, State, Zip) NONWAIVER SCE: Business Customer Division Southern California Edison Company 2244 Walnut Grove Avenue Rosemead, CA 91770 The failure of either Party to enforce any of the terms and conditions or to exercise any right or privilege in this Agreement shall not be construed as a waiver of any such term and conditions or rights or privileges, and the same shall continue and remain enforce and effect as if no such failure to enforce or exercise had occurred. 8. SEVERABILITY In the event that any of the provisions, or portions thereof, of this Agreement are held to be unenforceable or invalid by the Commission, or any court of competent jurisdiction, the validity and enforceability of the remaining provisions or any portion thereof shall not be affected. 9. APPLICABLE LAWS, RULES, AND REGULATIONS This Agreement shall be subject to, and interpreted under the laws, rules, decisions and regulations of the State of California, without regard to its conflict of laws principles, the Commission, and SCE's Commission -approved tariffs. Form 14-965 06/2016