Agmt15 Scheidt & Bachmann USA, Inc.

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Contractor's bill shall include the following information for the project: a brief description of services performed, the date the services were performed, total of prior billings, amount for billing period, total billing to date. In no event shall Contractor submit any billing for an amount in excess of the maximum amount of compensation provided for in this section. b. Reimbursable Ex�enses. Contractor may charge City for ongoing, reimbursable expenses for credit card processing at the rate identified in Exhibit B on a monthly basis, if applicable. Work not covered by the Warranty and Maintenance Terms must be approved in writing by the assigned Project Manager and the City. Contractor understands that this extra work will be compensated on a per job basis at labor and material rates speci�ed in Exhibit B unless otherwise agreed to by the parties. Billing for this work will be on a per job basis upon submittal of invoice to City at the conclusion of the work. c. Optional Extended Warranty and Maintenance Services. Included in the deliverables to be provided to City for the "not to exceed" price set out in 2(a) above are the warranty and maintenance services described in Exhibit D for a period of three (3)years from the occurrence of Milestone 4. Should the Gity elect to purchase warranty and maintenance services described in Exhibit D for one or more additional years ("Extended Warranty and Maintenance Services"), the City will notify the Contractor in writing thirty(30) days prior to expiration of the original three (3) year period. The Extended Wananty and Maintenance Services shall continue thereafter for additional one (1) year periods not to exceed ten (10) years in total, provided that the City may cancel the Extended Warranty and Maintenance Services at any time effective as of the date thirty (30) days after the City provides written notice of cancellation to Contractor. Fees for the Extended Warranty and Maintenance Services will be invoiced and paid annually according to the fee schedule listed in Exhibit B. Upon cancellation, the City shall be entitled to a pro-rata refund of the unused portion of any prepaid fees and shall be relieved from future obligations to pay fees for Extended Warranty and Maintenance Services after the date of cancellation. d. Payment terms shall be net sixty(60)days from invoice date. 3. Term of Performance. Contractor shall begin performing the work set forth in Exhibit A upon receipt of a Notice to Proceed from the City. Contractor shall perform and complete all work according to the Project Schedule outlined in Exhibit A, Attachment 1, but Milestone 4 shall occur by no later than April 15, 2016. Unless sooner terminated in accordance with this Agreement, the Agreement shall continue in fuli force and effect from the Effective Date until the expiration of the warranty and maintenance period (including any extended warranty and maintenanc� period purchased by the City). 4. Independent Contractor. At all times during the term of this Agreeinent, Contractor, its employees and agents shall be independent contractors and not employees or agents of the City. Contractor, its employees and agents shall have no authority, express or implied, to bind the City to any obligation ��hatsoever. 5. Assignment and Subcontractin�. It is recognized by the parties hereto that a substantial inducement to City for entering into this agreement «as, and is, the qualifications and competence of Contractor. Therefore, Contractor shail not subcontract, assign or transfer any portion of the performance contemplated and provided for in this Agreement without the prior written ap�roval of the City Manager. The City approves the use of subcontractor Harold E. REV:09-10-15 VR Page 2 of 61 ATTY/AGR.2015.217/Scheidt& Bachmann USA, inc. Parking Garage Equipment