Agmt17 Smart Utility Systems, Inc.

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government, terrorism, epidemics, or quarantine restrictions. The party claiming excusable delay shall immediately inform the other party in writing. If the party claiming excusable delay is Consultant, and the delay is reasonably expected to prevent Consultant from providing Services to City, then City is entitled to terminate the applicable the Agreement without liability or payment to Consultant. 14. Business License. Consultant will obtain and maintain a City of Redwood City Business License for the term of the Agreement, as may be amended from time -to -time. 15. Maintenance of Records. Consultant will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Consultant will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Consultant will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 16. Ownership of Documents. Any reports and other material prepared by or on behalf of Consultant under this Agreement (collectively, the "Documents") shall be and remain the property of Consultant. City may request copies of such Documents, and to the extent Consultant agrees to provide copies of such Documents, they may be used by City and its agents, employees, representatives, and assigns, in whole or in part, or in modified form, for all purposes City may deem appropriate without further employment of or payment of any compensation to Consultant. 17. Coovriahts. Consultant agrees that all copyrights that arise from the Services will be vested in City and Consultant relinquishes all claims to the copyrights in favor of City. 18. Notices. The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Consultant under this Agreement. For City: City of Redwood City Attention: City Manager 1017 Middlefield Road Redwood City, CA 94063 (650) 780-7000 For Consultant: Smart Utility Systems, Inc. Attention: Legal 19900 MacArthur Blvd., Ste. 370 Irvine, CA 92612 (949)393-4373 Except as otherwise stated, all notices to be provided or that may be provided under this Agreement must be in writing and delivered by regular and certified mail. Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 19. Conflict of Interest. If disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Consultant or any of Consultant's employees, agents, or subcontractors, Consultant or Consultant's affected employees, agents, or Page 7 of 38 ATTY/AGR/2017.104/SMART ENERGY SYSTEMS — CUSTOMER WATER USE PORTAL REV: 05-15-17 MI