REDFLEX TRAFFIC SYSTEMS 1 - 2002

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Now ..r 25. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, including but not limited to any necessary software licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Should such inability prohibit the provision of the services hereunder, said inability may be cause for termination of this Agreement by either party. 26. MISCELLANEOUS PROVISIONS a. Beginning no less than six (6) months after the Operational Period commences following the installation of the last contracted for Redflex System, if the City determines it is unable to recover it's costs incurred in the Operation of the Redflex System as identified in Section 10- Compensation, based on a bi- annual review process to ensure received revenue provides for sufficient cost recovery, the City shall have the option to renegotiate the Compensation amount as listed in Section 10 of this agreement. b. Each undersigned for Contractor represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. c. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. d. Contractor warrants and represents that there are no actions, suits, proceedings or governmental investigations or inquiries pending or, to the best knowledge of Contractor, threatened against Contractor, which in the reasonable judgment of Contractor, would prevent the consummation of the transactions contemplated hereby, or, if determined adversely to Contractor, have a material adverse effect on Contractor's business, assets or operations, financial or otherwise. e. The City may from time to time request changes to the work required to be performed or the addition of products or services to those required pursuant to the terms of this Agreement by providing written notice thereof to Contractor, setting forth in reasonable detail the proposed changes (a "Change Order Notice "). Upon Contractor's receipt of a Change Order Notice, Contractor shall deliver a written statement describing the effect, if any, the proposed changes would have on the pricing terms set forth in Section 4 (the "Change Order Proposal "), which Change Order Proposal shall include (i) a detailed breakdown of the charge and schedule effects, (ii) a description of any W