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Agreement between KCC Knowledge ComputJng (Canada) UmJted and <br />City of Santa Ans [Fxhtblt Fj <br />resolution proposed by the claimant and requiring that such Dispute be resolved pursuant <br />to this Part 10. <br />10.2. If' a Dispute is not resolved between the parties within 30 days (or such longer <br />period as is agreed to in writing by the parties to the Dispute} after the date of the notice <br />pursuant to §10.1, either party to the Dispute will be entitled to refer the Dispute to <br />arbitration in accordance with the domestic arbitration rules of the British Columbia <br />International Commercial Arbitration Centre (collectively, the "Rules") as modified by <br />the provisions herein, within 30 days after such date. The Dispute will be submitted to <br />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 <br />binding and will diligently act in good faith to do all that is necessary or advisable to be <br />done by it to implement the award or decision. <br />10.5. A party who commences a legal proceeding in respect of an issue or Dispute <br />that may be arbitrated under this Agreement, <br />(a) will cause the proceeding to be stayed until the time during <br />which an arbitration may be initiated has expired or, ifan arbitration is initiated, a <br />decision or award by arbitration is delivered or the arbitration has otherwise ended, and <br />(b) will promptly discontinue the proceeding once the arbitrator's <br />decision or award is given. <br />11. GOVERNING LAW <br />I1.1. This Customer Support Agreement will be governed, construed and <br />interpreted by the laws of the Province of British Columbia. <br />12. AMENDMENT <br />12.1. No modification or amendment to this Customer Support Agreemen# may be <br />made unless agreed to by the parties hereto in writing. <br />13. SEVERABILITY <br />13.1. The invalidity of any provisions of this Customer Support Agreement or any <br />covenant herein contained on the part of any party will not affect the validity of any other <br />provision or covenant hereto or herein contained. The parties will in good faith negotiate <br />a mutually acceptable and enforceable substitute for any invalid provision or covenant, <br />which substitute will be as consistent as possible with the original intent of the parties. <br />14. NON-WAIVER <br />14.1. The waiver or failure of either party to exercise, in any respect, any right <br />provided for herein will not be deemed a waiver of any further right hereunder. <br />Confidential Pagc 1 i <br />CityofSanteAna-ExhibitF Copyright02Q06-KCC Knowledge Computing (Canada)I.imited <br />8/18/2009 <br />250-15 <br />