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(10) CANCELLATION: The Commission may cancel this Agreement at any time for a material breach of contractual obligations by providing the City with written notice of cancellation. Activation of the pre-emption system at times when it is not warranted or in non-emergency situations will constitute a breach of this Agreement and the Commission may terminate the Agreement and remove the pre-emption system from the Commission's right of way. Should the Commission exercise its right to cancel the contract for such reasons, cancellation will become effective upon the date specified in the notice of cancellation sent to the City. In addition, the Commission may terminate this Agreement at any time and for any reason, including for its convenience, if the Commission, in its sole discretion, determines removal of the pre-emption system from the Commission's right of way is in the best interest of the state highway system. The Commission shall not be obligated to keep the traffic signals in place solely to accommodate the pre-emption system. If the Commission cancels this Agreement for any of the reasons stated in this paragraph, the City, at its sole cost and expense, shall remove the pre-emption system from the Commission's signal and right of way. (11) LAW OF MISSOURI TO GOVERN: This Agreement shall be construed according to the laws of the state of Missouri. The City shall comply with all local, state and federal laws and regulations relating to the performance of this Agreement. (12) VENUE: It is agreed by the parties that any action at law, suit in equity, or other judicial proceeding to enforce or construe this Agreement, or regarding its alleged breach, shall be instituted only in the Circuit Court of Cole County, Missouri. (13) SECTION HEADINGS: All section headings contained in this Agreement are for the convenience of reference only and are not intended to define or limit the scope of any provision of this Agreement. (14) OWNERSHIP: The Pre-emption System and all its components shall be the property of the City. The City may remove the system from any or all the designated intersections at the City's discretion. (15) NOT A JOINT VENTURE OR COLLABORATION: Nothing contained in this Agreement shall be deemed to constitute the Commission and the City as partners in a partnership, collaboration, or joint venture for any purpose whatsoever. (16) SOLE BENEFICIARY: This Agreement is made for the sole benefit of the parties hereto and nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the Commission and the City. (17) COMMISSION REPRESENTATIVE: The Commission's District 6 District Engineer is designated as the Commission's representative for the purpose of administering the provisions of this Agreement. The Commission's representative 4