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to: City of Santa Ana <br />20 Civic Center Plaza (M-97) <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />Attention: Cmdr. K Gominsky <br />or to such other address as may be stated by one party to the other in a notice given in the same <br />manner herein provided. Any notice, request, demand, or direction given in such manner will be <br />deemed effective upon receipt by the party to whom it is given or upon refusal to accept receipt <br />documented by the delivering party. <br />9. ASSIGNMENT <br />9.1. Except for an assignment to an Affiliate of VISIPHOR, VISIPHOR will not assign <br />this Customer Support Agreement without the prior written consent of the Customer. No <br />permitted assignment to an Affiliate will be effective until: (a) the assignee Affiliate agrees in <br />writing with the Customer to be bound by the terms and conditions of this Customer Support <br />Agreement; and (b) the assignee Affiliate provides evidence satisfactory to the Customer that the <br />assignee Affiliate and its directors, officers, employees and agents have obtained the necessary <br />security checks and security clearances to enable it to perform the Services and to have access to <br />the environment /system and/or any related data and information. Notwithstanding any <br />assignment of this Customer Support Agreement as permitted by this Section, VISIPHOR will <br />remain primarily responsible for the timely performance of all of its obligations hereunder. <br />10. ARBITRATION <br />10.1. If, at any time, there is a dispute, controversy or Claim (each a "Dispute") between <br />the parties with respect to any matter arising out of or relating to this Agreement, then the party to <br />the Dispute that wishes to initiate a resolution of the Dispute must give notice to the other party to <br />the Dispute outlining the nature of the Dispute and the resolution proposed by the claimant and <br />requiring that such Dispute be resolved pursuant to this Part 10. <br />10.2. If a Dispute is not resolved between the parties within 30 days (or such longer period <br />as is agreed to in writing by the parties to the Dispute) after the date of the notice pursuant to <br />§10.1, either party to the Dispute will be entitled to refer the Dispute to arbitration in accordance <br />with the domestic arbitration rules of the British Columbia International Commercial Arbitration <br />Centre (collectively, the "Rules") as modified by the provisions herein, within 30 days after such <br />date. The Dispute will be submitted to one arbitrator in accordance with the Rules. <br />10.3. The arbitration will take place in English in Vancouver, British Columbia. <br />10.4. Each party will accept the award or decision of the arbitrator as final and binding and <br />will diligently act in good faith to do all that is necessary or advisable to be done by it to <br />implement the awazd or decision. <br />10.5. A party who commences a legal proceeding in respect of an issue or Dispute that may <br />be arbitrated under this Agreement, <br />(a) will cause the proceeding to be stayed until the time during which an <br />arbitration may be initiated has expired or, if an arbitration is initiated, a decision or award by <br />arbitration is delivered or the azbitration has otherwise ended, and <br />251-13 <br />