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19. FORCE MAJEURE. Neither party shall be responsible for delays or failure in performance resulting from acts beyond the control of such parties. Such acts shall include, but are not limited to, Acts of God, strikes, riots, acts of war, epidemics, fire, communication line failure, earthquakes or other disasters. 20. ASSIGNABILITY. Because of the necessary expertise required of TDS by this Agreement, TDS shall not assign this Agreement nor any part of it without the prior written consent of Customer. 21. TERMINATION. This Agreement may be terminated by either party upon one hundred- twenty (120) days written notice after the end of the third year ofthe Agreement. 22. TRANSITION TO NEW VENDOR. In the event that TDS and Customer terminate this agreement, TDS agrees to provide all reasonable assistance required to make an orderly and accurate transition to a new citation processor. At the option of Customer, TDS agrees to continue to provide services required under this agreement for each and every citation up to the termination date entered into TDS' s processing system until the final determination of each such citation. TDS shall be compensated for each such citation under the same terms as provided for herein. 23. NOTICE. Whenever it shall be necessary for either party to serve notice on the other respecting this Agreement, such notice shall be served by certified mail addressed to: TDS: Roberta J. Rosen President Turbo Data Systems, Inc. 614 West Katella Avenue Orange, California 92867 CUSTOMER: Brian Ponty, Finance Director City of Redwood City 1017 Middlefield Road Redwood City, California 94063 unless and until different addresses may be furnished in writing by either party to the other, and such notice shall be deemed to have been served within seventy-two (72) hours after the same has been deposited in the United States Post Office by certified mail. This shall be valid and sufficient service of notice for all purposes. 24. EXTENT OF AGREEMENT. This Agreement represents the entire and integrated Agreement between Customer and TDS and supersedes any and all prior negotiations, representations or agreements, either written or oral. 25. AMENDMENTS. This Agreement may be amended only by written instrument signed by both Customer and TDS, which writing shall expressly state that it is intended by the parties to amend the terms and conditions of this Agreement. Page 4 of 5