REDFLEX TRAFFIC SYSTEMS - 2002 - Laserfiche WebLink

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