2006/11/01 Council Agenda Packet

4 Agreement Number:000 1461 10.4 Assignment. Licensee may not assign this Agreement without the prior written consent of TANA. Any assignment in violation of the foregoing sentence will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties,their respective successors and permitted assigns. 10.5 No Waiver. A failure or delay by either party in enforcing any right or remedy under this Agreement shall not be construed as a waiver of such right or remedy or of any future exercise of such right or remedy,or of any other right or remedy,by such party. 10.6 Governing Law. This Agreement shall be governed by the laws of the State of New Hampshire without reference to conflicts of law principles. All disputes relating to this Agreement shall be settled by arbitration under the rules of the American Arbitration Association with hearings to be held in Boston Massachusetts. Any award made by the arbitration panel, however constituted, shall be final,binding and conclusive on all parties for all purposes and judgment may be entered thereon by any state or federal court having jurisdiction. In addition to any settlement in a dispute, the prevailing party shall be entitled to the recovery of its reasonable attorneys'fees and associated fees and expenses. 10.7Signatures. Facsimile signatures shall be deemed valid as original for all purposes. Digital signatures shall be deemed valid as original for all purposes provided that such digital signature is capable of verification and is linked to data in such a manner that if the data are changed,the digital signature is invalidated. 10.8Counternarts. This Agreement may be executed in any number of duplicate counterparts, each of which is an original,and all of which together shall constitute one and the same instrument. 10.9Severability. Except with respect to Section 2.2, in which case this entire Agreement shall be considered terminated, if any other provision of this Agreement is held by a court of competent jurisdiction to be contrary to law,such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect. 10.10 Force Majeure. Neither party will be liable for any failure or delay in its performance under this Agreement,except the making of payments,due to causes which are beyond its reasonable control, including an act of God,act of civil or military authority,fire,epidemic,flood,earthquake,riot,war,sabotage,failure of suppliers and governmental action. 10.11 No Other Terms. The terms and conditions of this Agreement govern all transactions contemplated by this Agreement including all orders by Licensee. Any proposed variation from or addition to these terms and conditions appearing on any purchase order or other document submitted by Licensee are null and void. 10.12 Entire Agreement; Amendment. This Agreement supersedes all prior and contemporaneous agreements and understandings between the parties relating to the subject matter of this Agreement and constitutes the sole and entire agreement of the parties. This Agreement may only be amended in a writing signed by both parties. 10.13 Notices. All notices, demands or consents required or permitted under this Agreement shall be in writing. Notice shall be considered delivered and effective when (a) personally delivered; (b) two days following transmission if sent by facsimile with confirmation of receipt;(c)one(1)day after posting when sent by reputable private overnight carrier(e.g.,DHL,Federal Express,etc.);or(d)five(5)days after posting when sent by certified United States mail. Notice shall be sent to the parties at the addresses set forth below or at such other address as shall be given by either party to the other in writing. If to TANA: If to Licensee: Tele Atlas North America,Inc. City of Everett—Everett Transit Everett Transit 11 Lafayette Street 3225 Cedar Street Lebanon,NH 03766-1445 Everett,WA 98201 Attention: Contracts Department Attention:Richard Tarry Phone: 603/643-0330 Phone: 425/257-8915 Fax: 603/643-5210 Fax: 425/257-8945 E-mail:rtarry@ci.everett.wa.us TANA City of Everett—Everett Transit,Government License Agreement,10/2006,Page 4 Licensee CA-06-1 Non-Perpetual Internal and Non-Perpetual Internet Use TANA CONFIDENTIAL 10