Tadpole Cartesia Inc dba TC Technology 1/2/2008

17.3 Modification This Agreement may not be modified except by a written instrument duly executed by the parties hereto. The City may, from time to time, require changes in the scope of this Agreement. Such changes, including any increase or decrease in the amount of TC Technology's compensation,or services, shall: (a)be made only in writing and signed by an authorized City representative,(b) be explicitly identified as a change to this Agreement and(c) become a part of this Agreement. 17.4 Force Majeure Each party shall be excused from delays in performing or from its failure to perform hereunder to the extent that such delays or failures result from causes beyond the reasonable control of such party; provided that, in order to be excused from delay or failure to perform, such party must act diligently to remedy the cause or effect of such delay or failure to the extent the party is able. In the event of such delays,the timetables shall be extended by as many calendar days as the delay caused by forces outside the reasonable control of the parties. 17.5 Required Approvals Where agreement,approval, acceptance, or consent by either party is required by any provision of this Agreement,such action shall not be unreasonably delayed or withheld. 17.6 Applicable Law and Choice of Forum This Agreement and the parties' obligations hereunder shall be governed, construed, and enforced in accordance with the laws of the State of Washington. The parties agree that Snohomish County, in the State of Washington, shall be the proper forum for any action. 17.7 Severability In the event that any provision of this Agreement is held invalid, void, illegal or unenforceable, the remainder of this Agreement shall not be impaired or affected thereby, and each term, provision, and part shall continue in full force and effect and shall be interpreted in manner consistent with the intent of the parties. 17.8 Headings for Convenience. The section and subsection headings used herein are for referral and convenience only, and shall not enter into interpretation hereof. The exhibits referred to herein and attached,and to be attached hereto, are incorporated herein to the same extent as if set forth in full herein. 17.9 Assignment Barred Neither party may assign its rights or duties under this Agreement without the prior written consent of the other party, except to a successor of all or substantially all of its business and properties. This provision does not prevent TC Technology from engaging appropriate independent TC Technology contractors to complete its work provided that City approves of such TC Technology independent contractors, and such approval shall not be unreasonably withheld. Page 11