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10. Any vehicle, bicycle and/or pedestrian count data created manually by Consultant <br />during the Program Term, using Client Replay functionality for example, will be shared <br />with the City for use by the City solely for noncommercial purposes. <br />11. The Program Term is for 180 days beginning on the first day the System is fully <br />operational with a connected USB drive for imagery collection. <br />12. During the Program Term, the System and all associated equipment including <br />processor, cameras, cabling, and mounting equipment are the property of Consultant <br />Technologies, Inc. <br />13. Upon the expiration of the Program Term, the City, in its sole discretion, by <br />providing written notice to Consultant, may (i) choose to continue the use of the System <br />and as a result the ownership of the System and all associated Consultant equipment <br />will be transferred to the City at no cost; or (ii) choose that Consultant will remove all <br />installed equipment from City facilities and this Agreement will be terminated. If the <br />System is transferred to the City, the City is free to manage the System at its sole <br />discretion. The parties may agree to an amendment to this Agreement to incorporate <br />additional terms and conditions appropriate for long-term use of the System. <br />14. At the City's discretion, if it so chooses, upon the expiration of the Program Term, <br />Consultant will continue operation of the system at a cost of $3600 annually. Terms <br />relating to this cost may be set forth in an amendment to this Agreement. This annual <br />fee will include repair or replacement of faulty equipment, excluding unauthorized <br />service or parts or equipment damaged by the customer or due to a Force Majeure <br />event such as acts of God, acts of a public enemy, fires, floods, hurricanes, wars, civil <br />disturbances, acts of terrorism, etc. Such fee will not be deemed to create any <br />responsibility for Consultant to compensate City for any data not collected due to faulty <br />equipment. <br />REV: 06-29-18 PR <br />Page 11 of 11 <br />ATTY/AGR.2018.147/Gridsmart Technologies Inc. <br />