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1%1r <br />„o <br />the City. Each party to this Agreement acknowledges that no representations, inducements, <br />promises or agreements, orally or otherwise, have been made by any party, or anyone acting on <br />behalf of any party, which are not embodied herein. <br />20. ASSIGNMENT <br />Neither party may assign all or any portion of this Agreement without the prior written <br />consent of the other, which consent shall not be unreasonably withheld or delayed; provided, <br />however, the City hereby acknowledges and agrees that the execution, delivery and performance <br />of Contractor's rights pursuant to this Agreement shall require a significant investment by <br />Contractor , and that in order to finance such investment, Contractor may be required to enter <br />into certain agreements or arrangements ( "Financing Transactions ") with equipment lessors, <br />banks, financial institutions or other similar persons or entities (each, a "Financial Institution" <br />and collectively, "Financial Institutions "). The City hereby agrees that Contractor shall have the <br />right to assign, pledge, hypothecate or otherwise transfer ( "Transfer ") its rights, or any of them, <br />under this Agreement, as shown in Exhibit B, to any Financial Institution in connection with any <br />Financing Transaction between Contractor and any such Financial Institution, subject to the <br />City's prior written approval, which approval shall not be unreasonably withheld or delayed. <br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor, <br />Contractor may not assign, transfer, delegate, or subcontract any interest herein, other than to <br />Financial Institutions in conjunction with financing, without the prior written consent of the City <br />and any such assignment, transfer, delegation or subcontract without the City's prior written <br />consent shall be considered null and void. Nothing in this Agreement shall be construed to limit <br />the City's ability to have any of the services which are the subject of this Agreement performed <br />by City personnel or by other contractors retained by the City, for City Services which might <br />impact this agreement. <br />21. TERMINATION <br />1. Either party may terminate this Agreement, with cause if the other party commits <br />any material breach of any of the provisions of this Agreement, at any time by giving thirty (30) <br />days written notice of termination to either City or Contractor. In the event such notice is given, <br />Contractor shall cease immediately all work in progress. <br />2. This Agreement may also be terminated under the following circumstances: <br />a. Upon thirty (30) days notice to Contractor if any court of last resort shall rule <br />(other than dicta) that red light camera results are inadmissible or otherwise <br />contrary to law. <br />b. Upon thirty (30) days notice to Contractor if any provision of California State <br />Law, which authorizes operation of red light photo enforcement systems, is <br />repealed or otherwise amended to prohibit the operation of such systems. <br />c. Upon thirty (30) days written notice to Contractor if Contractor fails to <br />provide equipment or perform services required under this Agreement, and <br />Contractor has not corrected such failure within said thirty (30) day period. <br />3. Upon termination of this Agreement as herein provided, Contractor shall provide <br />all reasonable assistance and use its reasonable efforts to deliver to City, in an <br />