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<br />THOIVISON
<br />*
<br />ELITE
<br />
<br />10.2 Force Majeure. Thomson Elite shall not be liable for any
<br />delay or failure in performing hereunder if caused by factors beyond
<br />its reasonable control, such as acts of God, acts of any government,
<br />war or other hostility, civil disorder, the elements, fire, explosion,
<br />power failure, equipment failure, industrial or labor dispute, inability to
<br />obtain necessary supplies and the like,
<br />
<br />10.3 Notices. Except as otherwise provided herein, all notices
<br />must be in writing to Thomson Elite, c/o Thomson Elite, 5100 West
<br />Goldleaf Circle, Suite 100, Los Angeles, CA 90056, Attention:
<br />Contracts Administration, and to Customer at the address first set
<br />forth above
<br />
<br />10.4 General Provisions. This Agreement will be governed
<br />by and construed under the law of the state of California, U,S.A
<br />without regard to conflicts of law provisions, Neither this Agreement
<br />nor any part or portion may be assigned, sublicensed or otherwise
<br />transferred by Customer without Thomson Elite's prior written
<br />consent. Any attempt to assign or transfer in violation of this Section
<br />shall be null and void, Should any provision of this Agreement be
<br />held to be void, invalid, unenforceable or illegal by a court, the
<br />validity and enforceability of the other provisions will not be affected
<br />thereby. Failure of any party to enforce any provision of this
<br />Agreement will not constitute or be construed as a waiver of such
<br />provision or of the right to enforce such provision. The headings and
<br />captions contained in this Agreement are inserted for convenience
<br />only and do not constitute a part of this Agreement.
<br />
<br />10.5 Export. The Software and its related Software User
<br />Manual may not be exported outside of the United States and
<br />Canada,
<br />
<br />10.6 U.S. Government Restricted Rights, Use, duplication or
<br />disclosure by the Government is subject to restrictions set forth in
<br />subparagraphs (a) through (d) of the Commercial Computer-
<br />Restricted Rights clause at FAR 52,227-19 when applicable, or in
<br />subparagraph (c)( 1 )(ii) of the Rights in Technical Data and Computer
<br />Product clause in DFARS 252,227-7013, or in subdivision (c)(1) and
<br />(c)(2) of the Commercial Computer Product - Restricted Rights
<br />clause at 48 CFR 52,227-19, as applicable, and in similar clauses in
<br />the NASA FAR Supplement.
<br />
<br />10.7 Survival, Sections 4,5, 5, 6, 7, 8, 9 and 10 shall survive
<br />any termination of this Agreement.
<br />
<br />CUSTOMER HEREBY CERTIFIES THAT THE PERSON
<br />SIGNING THIS AGREEMENT ON ITS BEHALF IS AUTHORIZED
<br />TO DO SO AND THAT CUSTOMER, ACTING THROUGH SUCH
<br />PERSON OR ITS OTHER AUTHORIZED REPRESENTATIVE(S),
<br />HAS CAREFUL Y READ AND AGREES WITH ALL OF THE
<br />PROVISIONS OF THIS AGREEMENT, INCLUDING WITHOUT
<br />LIMITATION THE EXCLUSIVE REMEDIES AND LIMITATION OF
<br />LIABILITY PROVISIONS SET FORTH IN SECTION 6 AND THE
<br />PAYMENT PROVISIONS SET FORTH IN THE SOFTWARE AND
<br />FEES SCHEDULE ATTACHED HERETO AS EXHIBIT A.
<br />
<br />Ver 7 Feb 2008
<br />
<br />CITY OF S~A~JA .
<br />Sig"''"~~f~
<br />
<br />NAME: V DAVID N, REAM
<br />Title: City Manager
<br />
<br />Date S- P-I C8
<br />~. /
<br />~~- W'j -
<br />
<br />PA TRICIA E, HEALY, Clerk of the Council
<br />
<br />k7
<br />\,
<br />\J
<br />
<br />APPROVED AS TO FORM
<br />
<br />JOSEPH W, FLETCHER
<br />City Attorney
<br />
<br />By:~~,~a Jt ~, 7
<br />ur heedy
<br />Assistant City Attorney
<br />
<br />THOMSON ELITE ~
<br />Slgnature~
<br />Name (please print) ~ ~I(
<br />
<br />Tit.~~~-f
<br />Date -4- ~
<br />
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