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conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the <br />terms and conditions hereof, shall not bind or obligate Company or the City. Each party to this <br />Agreement acknowledges that no representations, inducements, promises or agreements, orally or <br />otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied <br />herein. <br />17. ASSIGNMENT <br />City and Company acknowledge that Company was chosen for this Agreement due in part to its <br />particular experience and expertise in the construction and management of digital billboards and digital <br />banners and selling advertising on them. Inasmuch as this Agreement is intended to secure the <br />specialized services of Company, Company may not assign, transfer, delegate, or subcontract any <br />interest herein without the prior written consent of the City and any such assignment, transfer, delegation <br />or subcontract, without the City's prior written consent, shall be considered null and void. <br />Nothing in this Agreement shall be construed to limit the City's ability to have any of the <br />services which are the subject to this Agreement performed by City personnel or by other companies <br />retained by City. <br />18. TERMINATION <br />a. Upon the occurrence of any one or more of the events of default hereinafter described, <br />this Agreement shall be subject to termination. As a condition precedent thereto, the City will give <br />Company such notice as provided below, by certified mail or personal delivery of the date set for <br />termination. <br />1. The failure of the Company to punctually make the payments herein when due, where the <br />delinquency continues beyond ten (10) days following written notice for payment thereof. <br />2. The failure of the Company to operate in the manner required by this Agreement, where <br />such failure continues for more than thirty (30) days after written notice from the City to correct the <br />condition therein specified. <br />3. The failure of the Company to construct an Advertising Site and/or other related <br />improvements pursuant to mutually agreed upon construction dates, where such failure is not due to City <br />and/or CalTrans approvals or other causes outside of Company's control and continues for more than <br />thirty (30) days after service of notice by the City as provided above. <br />4. The failure of the Company to meet the intended objective of this Agreement in <br />constructing and operating at least one Advertising Site within three (3) years from the Effective Date. <br />5. The failure to maintain an Advertising Site and the required improvements pursuant to <br />this Agreement in the state of repair required, and in a clean, sanitary, safe and satisfactory condition, <br />where such failure continues for more than thirty (30) days after written notice from the City for <br />correction thereof, provided that where fulfillment of such obligation requires activity over a period of <br />time and Company shall have immediately, following receipt of such notice, commenced to perform <br />whatever may be required to cure the particular default and continues such performance diligently, said <br />time limit may be waived in the manner and to the extent allowed by the City. <br />6. The failure of Company to keep, perform, and observe all other promises, covenants, <br />conditions, and agreements set forth in this Agreement, where such failure continues for more than thirty <br />(30) days after written notice from the City for correction thereof, provided that where fulfillment of <br />Page 9 of 31 <br />