2009/12/09 Council Agenda Packet

14. Force Majeure. Trapeze will not be responsible for, and its performance of obligations will automatically be postponed as a result of, delays beyond Trapeze's reasonable control, provided that Trapeze notifies the Customer of its inability to perform with reasonable promptness and performs its obligations hereunder as soon as circumstances permit. 15. Assignment This Agreement is for the sole benefit of Customer and may not be assigned by Customer without the prior written consent of Trapeze. 16. Applicable Law This Agreement will be governed by and construed in accordance with the laws of the State of Washington. It is agreed that venue for any lawsuit arising out of this Agreement shall be Snohomish County. 17. Third Parties No party other than Customer shall be licensed to use the Trapeze Software by this Agreement, unless such use is expressly permitted by the terms of this Agreement. In the event that this Agreement does allow for the use of the Trapeze Software by certain designated third party service providers, the Customer shall be responsible for taking all reasonable steps to ensure that the service provider is fully compliant with the terms of this Agreement including without limitation any restrictions on use of the Trapeze Software and obligations of confidentiality. Trapeze does not assume, and hereby expressly excludes, any obligations or duties to any third parties, whether expressly named in this Agreement or not, which may be inferred or implied by statute, regulation, common law,equity or otherwise. 18. Notices All notices must be in writing and will be duly given if delivered personally or sent by registered or certified mail to the respective addresses of the parties appearing on page one of this Agreement. Any notice given will be deemed to have been received on the date it is delivered if delivered personally, or, if mailed, on the fifth business day next following its mailing. Either party may change its address for notices by giving notice of such change,as required in this section. 19. Purchase Order Upon execution of this Agreement, Customer will issue a Purchase Order specifying the amount of as set out in the Summary of Pricing(this amount excludes any sales taxes,first year maintenance fees or escrow fees which may apply) for the provision of the System and the Services. The Purchase Order will be governed exclusively by the terms and conditions of this Agreement. 20. Audits Trapeze may perform audit(s)on the use of the System upon giving Customer written notice of at least five (5) business days. Customer agrees to make the necessary operational records, databases, equipment, employees and facilities reasonably available to Trapeze for the audit(s).The purpose of the audit will be to verify compliance with the terms and conditions of this Agreement. City of Everett Everett,Washington Page 8 of 20 2009 Trapeze Proprietary and Confidential 21