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installation and operation of the System(s)). In addition, if and to the extent set forth <br />in Exhibits A, B, C, and D, NG shall also supply to the City: <br />2.1.1. Infraction preparation processes that assist the City in complying with <br />current applicable City, State, and Federal law; <br />2.1.2. Training of personnel designated by the City involved with the operation of <br />the Systems and/or the enforcement and disposition of infractions; <br />2.1.3. Expert witness testimony regarding the operation and functionality of the <br />System; and <br />2.1.4. Other support services for the System as set forth in Exhibit A. <br />2.2. If and to the extent the City has or obtains during the Term custody, possession or <br />control over any of the Equipment or Software, the City agrees: <br />2.2.1. Such Software, if manufactured or licensed by NG, is supplied under the <br />license set forth in Exhibit B (the "License") to which the City agrees; <br />2.2.2. Such Software, if manufactured by third parties, is supplied under third - <br />party licenses accompanying the Software, which licenses the City <br />acknowledges receiving and to which it hereby agrees; and <br />2.2.3. Such Equipment is supplied under the lease terms set forth in Exhibit C (the <br />"Lease") to which the City hereby agrees. <br />2.3. The City understands and agrees that (i) NG may, subject to the prior approval of <br />the City, which approval shall not be unreasonably delayed, conditioned or <br />withheld, subcontract with third parties for the provision or installation of part or <br />parts of the Systems or Services and (ii) installation of the Systems requires the <br />City's cooperation and compliance with NG' s reasonable instructions (including <br />but not limited to City's provision of the personnel, equipment, engineering plans, <br />and other resources as described in ExhibitA or as otherwise reasonably requested <br />by NG) and reasonable access by NG (or such third parties) to City premises and <br />systems and (iii) the City will provide all of the foregoing in Section 2.3(ii) to NG. <br />2.4. The City understands and agrees that the Systems will be owned by NG (or its <br />designees). The City shall use its best efforts to assist NG to identify any third -party <br />who is responsible for damage to the Systems or any part thereof. <br />2.5. NG shall coordinate its work with the City's Police and Public Works Departments. <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 />{KZS2229149.DOCX;1/13175.000001/ } <br />6 <br />