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<br />Agreement betwHn KCC Knowledge Computing (Canada) LImited and <br />City of Santa Ana [EJthlblt F} <br />(a) Software License Agreement; <br />(b) Primary Agreement; <br />(c) Customer Service Agreement; and <br />(d) Software Escrow Agreement. <br /> <br />8. NOTICES <br /> <br />8.1. All notices, requests, demands, or difections to any patty to this Customer <br />Support Agreement by another pat1y hereto will be in writing and delivered or sent by <br />registered mail, postage prepaid, addressed as follows: <br /> <br />to: KCC Knowledge Computing (Canada) Limited <br />Suite 1424 - 4710 Kingsway, Burnaby, <br />British Columbia V5H 4M2 <br />Attention: Chief Operating Officer <br /> <br />to: City of Santa Ana <br />20 Civic Center Plaza (M-97) <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />Attention: <br /> <br />or to such other address as may be stated by one pat1y to the other in a notice given in the <br />same malUler herein provided. Any notice, request, demand, or direction given in such <br />manner will be deemed effective upon receipt by the pat1y to whom it is given or upon <br />refusal to accept receipt documented by the delivering pat1y. <br /> <br />9. ASSIGNMENT <br /> <br />9.1. Except for an assignment to an Affiliate of KCC, KCC will not assign this <br />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 <br />agrees in writing with the Customer to be bound by the terms and conditions of this <br />Customer Support Agreement; and (b) the assignee Affiliate provides evidence <br />satisfactory to the Customer that the assignee Affiliate and its directors, officers, <br />employees and agents have obtained the necessary security checks and security <br />clearances to enable it to perform the Services and to have access to the environment <br />Isystem and/or any related data and information. Notwithstanding any assignment of this <br />Customer Support Agreement as permitted by this Section, KCC will remain primarily <br />responsible for the timely performance of all ofits obligations hereunder. <br /> <br />10. ARBITRATION <br /> <br />10.1. If, at any time, there is a dispute, controversy or Claim (each a "Dispute") <br />between the parties with respect to any matter arising out of or relating to this Agreement, <br />then the party to the Dispute that wishes to initiate a resolution of the Dispute must give <br />notice to the other pat1y to the Dispute outlining the nature of the Dispute and the <br /> <br />Confidential <br /> <br />Page 10 <br /> <br />8/1812009 <br /> <br />Cll)' ofSanla Ana - BJcbibit P Copyript 0 2006 - KCC Knowledge Computing (Canada) Limited <br /> <br />l <br /> <br />, <br /> <br />:i <br /> <br />