Agmt15 IPS Group, Inc. Parking Meter Field Trial

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t IPS Parking Meter Field Trial Agreement 7. Notice. All notices, requests, demands, if personally delivered or mailed, certified mail, return receipt requested, to the following addresses: As to the CITY: ATTN: Christian Hammack City of Redwood City 1017 Middlefield Road Redwood City, CA 94064 TEL: 650-780-7378 As to IPS: Chad P Randall COO IPS Group, Inc. 5601 Oberlin Drive San Diego, California 92121 Tel: 858-404-0607 8. AssiQnment. IPS shall not, without prior written consent of the CITY, assign any portion of its interest under this Agreement and, specifically, IPS shall not assign any monies due or to become due without the prior written consent of the CITY. 9. Ownership/Use. All equipment provided shall remain the property of IPS unless the CITY enters into a separate agreement with IPS for the purchase of said equipment. All equipment provided shall be used for the purpose of this Agreement and evaluation only and the CITY shall not license, sell, dispose, or transfer the equipment to any other third party without the written consent of IPS. 10.Authorizations. Each party warrants to the other party that the individuals executing this Agreement are authorized to do so. IPS represents and warrants that Trial Products and Services provided by IPS are PCI compliant and that IPS has all business licenses, certificates, permits, and approvals of whatsoever nature that are legally required for IPS to perForm its obligations under the Agreement, and will, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement all such business licenses, certificates, permits, and approvals. Without limiting the generality of the foregoing, IPS warrants and represents that it possesses a valid certificate of qualification to transact business in the State of Califomia issued by the Califomia Secretary of State pursuant to Section 2105 of the Califomia Corporations Code. 11.Force Maieure. If any party is prevented from performing its obligation stated in this Agreement by any event not within the reasonable control of that party, including, but no limited to, an act of God, public enemy, or war, fire, an act or failure to act of a government entity (except on the part of the CITY), unavailability of materials, or actions by or against labor unions, it shall not be in default in the performance of its obligations stated in this Agreement. PROVIDED, HOWEVER, any party delayed by such an event shall request an extension of time to perform its obligations stated in this Agreement by notifying the party to which it is obligated within ten days following the event. If the notified party agrees that the event was the cause of the delay, the time to perform the ATTY/AGR.2015.184/IPS Group, InC. Page 4 of 8 REV:08-20-15 VR