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the Agreement had the breaching party fully performed pursuant to the terms and <br />conditions of this Agreement. <br />10. NOTICES. Any notices to be given hereunder shall be in writing, and shall be deemed to <br />have been given (a) upon delivery, if delivered by hand, (b) three (3) days after being mailed <br />first class, certified mail, return receipt requested, postage and registry fees prepaid, or (c) <br />one Business Day after being delivered to a reputable overnight courier service, excluding <br />the U.S. Postal Service, prepaid, marked for next day delivery, if the courier service obtains <br />a signature acknowledging receipt, in each case addressed or sent to such party as follows: <br />10.1.Notices to Redflex: <br />Redflex Traffic Systems, Inc. <br />23751 North 23` Avenue <br />Phoenix, AZ 85027 <br />Attention: PROGRAM MANAGEMENT <br />Facsimile: (623) 207 -2050 <br />10.2.Notices to the Customer: <br />City of San Leandro <br />835 East 14 Street, <br />San Leandro, California 94577 <br />Attention: Traffic Division <br />Facsimile: (510)577 -3275 <br />DISPUTE RESOLUTION. Upon the occurrence of any dispute or disagreement between <br />the parties hereto arising out of or in connection with any term or provision of this <br />Agreement, the subject matter hereof, or the interpretation or enforcement hereof (the <br />Dispute "), the parties shall engage in informal, good faith discussions and attempt to <br />resolve the Dispute. In connection therewith, upon written notice of either party, each of the <br />parties will appoint a designated officer whose task it shall be to meet for the purpose of <br />attempting to resolve such Dispute. The designated officers shall meet as often as the <br />parties shall deem to be reasonably necessary. Such officers will discuss the Dispute. If the <br />parties are unable to resolve the Dispute in accordance with this Section 10, and in the event <br />that either of the parties concludes in good faith that amicable resolution through continued <br />negotiation with respect to the Dispute is not reasonably likely, then the parties may <br />mutually agree to submit to binding or nonbinding arbitration or mediation. <br />11. MISCELLANEOUS. <br />11.1.Assignment. Neither party may assign all or any portion of this Agreement <br />without the prior written consent of the other, which consent shall not be unreasonably <br />withheld or delayed; provided, however, The Customer hereby acknowledges and agrees <br />that the execution (as outlined in Exhibit F), delivery and performance of Redflex's <br />rights pursuant to this Agreement shall require a significant investment by Redflex, and <br />that in order to finance such investment, Redflex may be required to enter into certain <br />agreements or arrangements ( "Financing Transactions") with equipment lessors, banks, <br />financial institutions or other similar persons or entities (each, a "Financial Institution" <br />and collectively, "Financial Institutions "). The Customer hereby agrees that Redflex <br />shall have the right to assign, pledge, hypothecate or otherwise transfer ( "Transfer") its <br />rights, or any of them, under this Agreement to any Financial Institution in connection <br />with any Financing Transaction between Redflex and any such Financial Institution, <br />subject to the Customer's prior written approval, which approval shall not be <br />unreasonably withheld or delayed. The Customer further acknowledges and agrees that <br />14