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~ 7.1 PART VII GENERAL TERMS AND CONDITIONS OF THIS AGREEMENT Verification of Background. The Contractor agrees that any employee, agent, subcontractor or Contractor having access to any installation site or to any records or information relating, pertaining to or included in the System shall be required to provide their name, date of birth and driver's license number and, at City's expense, shall submit to fingerprinting and a "California Identification Search" in order to verify the person's status and fitness to perform under this Agreement. The City's Police Chief will have sole discretion on whether to approve or disapprove any Contractor employee. Delays associated with the subjective rejection of a Contractor employee will constitute an excusable Contractor delay. Delays associated with the rejection of a Contractor employee related to the identification of active warrants, investigative wants, or probation and/or parole mandates will constitute a Contractor caused delay. Approved Positron employees or agents agree to notify the City in writing should they be arrested, detained, investigated or convicted of any crime during the term of this agreement. 7.2 Assignment. Except as expressly provided for herein, neither party shall have the right to assign all or any portion of its rights and licenses granted or delegate any obligations assumed under this Agreement, and any attempted assignment or delegation shall be null and void. ~ 7.2.1 7.2.2 Subcontracting. Notwithstanding the provisions of Section 7.2, the Contractor shall have the right to delegate matters to such subcontractors as are approved in writing by the City's Police Chief or his designee. Permitted Assignment. Notwithstanding the provisions of Section 7.2, the Contractor may, without the prior written consent of any party, assign this Agreement to a successor purchasing all or substantially all of the Contractor's business or assets through asset sale, merger or other transaction. 7.3 Termination. This Agreement will terminate or may be terminated as provided in this Section 7.3. '-' 7.3.1 Primary Agreement Termination for Default. Either party may terminate this Agreement upon a default of the other party. A party is in default if the party fails to comply substantially with any material term, condition or provision of this Agreement. In the event of default, the non-defaulting party shall notify the defaulting party in accordance Page 16