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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 third (3rd) anniversary <br />of the Installation Date (the "Installation Date"). <br />3.2. The City shall have the option to extend this Agreement, the License and the Lease <br />for two (2) additional three (3) year terms (each, a "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 in accordance with the change in the Consumer <br />Price Index — All Urban Consumers — U.S. City Average ("CPI") by multiplying <br />said amounts by the percentage change in the CPI from the beginning of the <br />immediately preceding term to the end of the immediately preceding Term. (Each <br />Renewal Term, if any, together with the Initial Term, the "Term"). The <br />"Installation Date" shall be the latest date that a System becomes installed and <br />operational at any of the originally selected locations described in Sections 1A or <br />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. <br />4.4. The City may terminate this Agreement on thirty (30) days advance written notice <br />if the City concludes in its reasonable discretion that (i) potential or actual liability <br />of the City to third parties arising out of or in connection with the System makes <br />the program impractical, uneconomical, legally contested or impossible to <br />continue; and/or (ii) the Systems cannot be installed. <br />4.5. Upon termination or expiration of this Agreement, either for default or because it <br />has reached the end of its term, the Parties recognize that the City will have to <br />process violations in the "pipeline," and that NG must assist the City in this accord. <br />Accordingly, the Parties shall take the following actions during the wind -down <br />{KZS2229149.DOCX;1/13175.000001/ } <br />