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THOMSON ,~-... ELITE 10.2 Force Majeure. Thomson Elite shall not be liable for any delay or failure in performing hereunder if caused by factors beyond its reasonable control, such as acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, industrial or labor dispute, inability to obtain necessary supplies and the like. 10.3 Notices. Except as otherwise provided herein, all notices must be in writing to Thomson Elite, c/o Thomson Elite, 5100 West Goldleaf Circle, Suite 100, Los Angeles, CA 90056, Attention: Contracts Administration, and to Customer at the address first set forth above. CITY OF SANTA ANA Signature NAME: DAVID N. REAM Title: City Manager Date ATTEST: 10.4 General Provisions. This Agreement will be governed by and construed under the law of the state of California, U.S.A. without regard to conflicts of law provisions. Neither this Agreement nor any part or portion may be assigned, sublicensed or otherwise transferred by Customer without Thomson Elite's prior written consent. Any attempt to assign or transfer in violation of this Section shall be null and void. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions will not be affected thereby. Failure of any party to enforce any provision of this Agreement will not constitute or be construed as a waiver of such provision or of the right to enforce such provision. The headings and captions contained in this Agreement are inserted for convenience only and do not constitute a part of this Agreement. 10.5 Export. The Software and its related Software User Manual may not be exported outside of the United States and Canada. PATRICIA E. HEALY, Clerk of the Council APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney Bv: Laura Sheedy Assistant City Atomey THOMSON ELITE Signature Name (please print) _ Title 10.6 U.S. Government Restricted Rights. Use, duplication or Date disclosure by the Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer- Restricted Rights clause at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Product clause in DFARS 252.227-7013, or in subdivision (c)(1) and (c)(2) of the Commercial Computer Product -Restricted Rights clause at 48 CFR 52.227-19, as applicable, and in similar clauses in the NASA FAR Supplement. 10.7 Survival. Sections 4.5, 5, 6, 7, 8, 9 and 10 shall survive any termination of this Agreement. CUSTOMER HEREBY CERTIFIES THAT THE PERSON SIGNING THIS AGREEMENT ON ITS BEHALF IS AUTHORIZED TO DO SO AND THAT CUSTOMER, ACTING THROUGH SUCH PERSON OR ITS OTHER AUTHORIZED REPRESENTATIVE(S), HAS CAREFULY READ AND AGREES WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE EXCLUSIVE REMEDIES AND LIMITATION OF LIABILITY PROVISIONS SET FORTH IN SECTION 6 AND THE PAYMENT PROVISIONS SET FORTH IN THE SOFTWARE AND FEES SCHEDULE ATTACHED HERETO AS EXHIBIT A. Ver. 7 Feb 2008 Page 4 of 17