Agmt19 Equipped Systems Inc. - Laserfiche WebLink

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2. Scope of Work. City retains Vendor to perform, and Vendor agrees to render, those services (the "Services") that are defined in attached Exhibit "A," which is incorporated herein by reference. In the event of a conflict between the provisions of Exhibit "A" and the terms of this Agreement, the terms of this Agreement shall prevail. City shall have the right to modify the scope of work to delete tasks in whole or in part. 3. License. The nature of the right granted by City to Vendor to install the Lockers on the Premises is that of a revocable license and not a permit nor a lease. No property right is granted hereby; notwithstanding the foregoing, Licensee hereby knowingly waives and relinquishes any rights it may have or claim to have pursuant to California Government Code Sections 7260 through 7277. A revocable license is hereby granted for the location of the Lockers on the Premises. Notwithstanding anything to the contrary in this Agreement, the precise location of the Lockers on the Premises shall be determined by the City in its sole discretion. 4. Standard of Performance. While performing the Services, Vendor will exercise the reasonable professional care and skill customarily exercised by reputable members of Vendor's profession practicing in the urbar. :u Li1ern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 5. Term. Unless earlier terminated, the term of this Agreement will be effective for a period of six (6) months from the date first above written (the "Term"). The City Manager may amend the Agreement to extend it for additional periods. Extensions will be based upon a satisfactory review of Vendor's performance and City needs. The Parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 6. Schedule. Vendor will adhere to the schedule set forth in Exhibit "A," provided, that City in its discretion may grant reasonable extensions of time for the performance of such services occasioned by unusually lengthy governmental reviews of Vendor's work product or other unavoidable delays occasioned by circumstances; provided, further, that such unavoidable delay will not include strikes, lockouts, work stoppages, or other labor disturbances conducted by, or on behalf of, Vendor's officers or employees. Vendor acknowledges the importance to City of City's project schedule and agrees to use its best professional efforts to meet the schedule. City understands that Vendor's performance must be governed by sound practices. 7. Time is of the Essence. Time is of the essence for each and every provision of this Agreement. 8. Compensation. The total amount payable to Vendor under this Agreement shall be zero dollars ($0). Vendor shall be responsible for all direct costs for the Services to be performed during the term of this Agreement. The City will provide the necessary space and direction to install the Lockers in City parks and provide feedback to Vendor, and in exchange Vendor will provide, install, and remove the Lockers and the REV: 09-13-19 DZ ATTY/AGR.2019.245/Equipped Systems Inc. (Page 2 of 12)