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3) TERM. This agreement will remain in full force and effect so long as the Decision <br /> Document remains the decision governing traffic mitigation requirements at this location, or <br /> unless the City terminates this Agreement pursuant to Section Four below. If at any time the <br /> City issues a subsequent and superseding decision to the Decision Document that is <br /> inconsistent with the intent and purpose of this Agreement, this Agreement will terminate <br /> upon the City providing 10 days written notice to Applicant. <br /> 4) TERMINATION. The City has the option to terminate this Agreement at its sole discretion. <br /> In order to exercise this termination option, the City shall deliver written notice of <br /> termination to Applicant. Except for a termination as provided under Section Three above, <br /> this Agreement then terminates on the date that is ninety (90) days after the date of delivery <br /> of the termination notice, unless the termination notice states a later termination date, in <br /> which case this Agreement terminates on such later date. For any termination occurring <br /> within the first twenty-four (24) months after Applicant's purchase of the Direct Count <br /> System as described in Section Five below, the termination date shall be no earlier than six <br /> (6) months from the date of delivery of the termination notice. The termination of this <br /> Agreement in no way affects the Decision Document, which remains in full force and effect <br /> and subject to its own terms. In the event the City terminates this Agreement, it remains <br /> Applicant's sole responsibility to comply with the Decision Document. <br /> 5) DIRECT COUNT TRAFFIC MONITORING SYSTEM. <br /> a. Applicant is responsible for the purchase, installation, maintenance, and operation, all at <br /> its sole cost, of the Direct Count System approved by the City and consistent with the <br /> terms of this Agreement and the Decision Document. <br /> b. Applicant will provide 120 VAC power for Direct Count System equipment at eight <br /> driveway locations, or as mutually agreed to in writing with the City. The eight driveway <br /> locations are identified in Exhibit B, which, by reference, is incorporated herein in its <br /> entirety. <br /> c. Applicant will purchase from the City any and all Direct Count System equipment <br /> necessary to fulfill the purpose of this Agreement and the Decision Document. With <br /> prior written approval from the City, Applicant may purchase Direct Count System from <br /> a non-City vendor. Any and all Direct Count System equipment purchased from the City <br /> is purchased AS IS with all express and implied warranties disclaimed. The Direct Count <br /> System equipment includes, without limitation, monitoring equipment, cellular <br /> equipment, and associated hardware and software. Solely for illustrative purposes, the <br /> estimated procurement and installation of the Direct Count System is one hundred and <br /> ten thousand dollars ($110,000). See Exhibit C, a copy of the procurement and <br /> installation estimate. Actual costs may exceed this estimate. <br /> d. Applicant must maintain the Direct Count System in good working order for the duration <br /> of this Agreement. Applicant will make any and all necessary repairs within 72 hours of <br /> learning that the Direct Count System is not in good working order, or within such time <br /> as is reasonable given the severity of the repairs needed. <br /> 141237844.1 <br />