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3 <br />2.5. NG shall coordinate its work with the Customer’s public works, police, and <br />engineering departments and, as necessary or required, with the Washington State <br />Department of Transportation. <br />3. TERM <br />3.1. The effective date of this Agreement shall be the date first written above (the <br />“Effective Date”). The initial term (the “Initial Term”) of this Agreement, the <br />License, and the Lease shall begin upon the Effective Date, following full execution <br />of the Agreement by the Parties, and shall continue until the fifth (5th) anniversary <br />of the Installation Date. <br />3.2. The Customer shall have the option to extend this Agreement, the License and the <br />Lease for one (1) additional five (5) year term (the “Renewal Term”), on the same <br />terms and conditions specified herein, except that the amounts due pursuant to <br />Section 5 hereof shall be adjusted upon NG’s written request in accordance with <br />the change in the Consumer Price Index –for the Seattle-Tacoma-Bremerton area <br />(“CPI”) by multiplying such amounts by the percentage change in the CPI from <br />the beginning of the immediately preceding Term to the end of the immediately <br />preceding Term. (The Renewal Term, if any, together with the Initial Term, <br />becomes the “Term”). <br />3.3. The “Installation Date” shall be the latest date that a System becomes installed <br />and operational at any of the originally selected locations described in Sections 1.A <br />or 1.B of Exhibit A. <br />4. TERMINATION AND EXPIRATION <br />4.1. This Agreement may be terminated by mutual written consent of the Parties. <br />4.2. This Agreement may be terminated for cause by either Party if the other Party fails <br />in any material way to perform its obligations under the Agreement or otherwise <br />defaults in the performance of any obligation under this Agreement and such failure <br />or default continues for more than forty-five (45) days after written notice thereof <br />to the defaulting Party. <br />4.3. NG may terminate this Agreement, without liability, on thirty (30) days advance <br />written notice if NG concludes in its reasonable discretion that (i) potential or actual <br />liability of NG to third parties (other than persons claiming to own Intellectual <br />Property required for the operation of the System) arising out of or in connection <br />with the System makes the program impractical, uneconomical or impossible to <br />continue.