Agmt21 Cleverciti Systems, Corp.

Browse Search

seven (7) years (each a "Renewal Term"), by providing notice to Contractor at least ninety (90) days prior to the expiration of the then -current term. S. Schedule. Contractor will adhere to the schedule set forth in Exhibit A, attachment 1, provided, that City may grant reasonable extensions when performance of the Services is delayed by the City's non-compliance with its obligations or due to unusually lengthy governmental reviews or other unexpected, unavoidable circumstances. Such circumstances will not include strikes, lockouts, work stoppages, or other labor disturbances conducted by, or on behalf of, Contractor's officers or employees. The City's granting of such extensions will not be unreasonably withheld. The schedule is planned based on a Notice to Proceed date of 23 December 2020. In the event a Notice to Proceed is provided later than this date, all dates in the schedule including the dates in Section 9.1 shall be shifted by the number of days after 23 December 2020 that the Notice to Proceed is issued to Contractor. In no event shall the first Notice to Proceed be issued later than 31 January 2021. 6. Time is of the Essence. Time is of the essence for each and every provision of this Agreement. Late performance by the Contractor, however, does not give the City a right to (a) withdraw from or terminate this Agreement other than as set forth in Section 29, or (b) seek money damages for a non -material breach. 7. City Anent. The City Manager, or her designee, for the purposes of this Agreement, is the agent for the City; whenever approval or authorization is required, Contractor understands that the City Manager, or her designee, has the authority to provide that approval or authorization. 8. Compensation. 8.1 For the Services, Labor, and Hardware described in Exhibit "A" through "E" (the "Project"), the City agrees to pay Contractor a total amount that shall not exceed One Million, Seven Hundred Ninety- One Thousand, Seven Hundred Thirty Three Dollars and Twelve Cents ($1,791,733.12), plus Connectivity Charges and Warranty Labor, for a total amount that shall not exceed Two Million Twenty Eight Thousand Thirty Two Dollars ($2,028,032). If the add -alternates are not exercised by City (as specified in Section 9.3), the City agrees to pay Contractor a total amount that shall not exceed Eight Hundred and Thirteen Thousand, Seven Hundred and Sixty -Six Dollars and Ninety -Four Cents ($813,766.94), plus Connectivity Charges and Warranty Labor, for a total amount that shall not exceed Eight Hundred Eighty -Four Thousand Three Hundred Fifty -Two Dollars ($884,352). Contractor shall submit invoices at the following Project Milestones set out in the Project schedule, which is included in Exhibit "A", attachment 1: i. Thirty -Five Percent (35%) upon receipt of Notice to Proceed from the City for the Initial Order (Milestone 1). ii. Twenty -Five Percent (25%) upon delivery of all Hardware for the Initial Order to City (Milestone 2). iii. Thirty Percent (30%) upon completion of Hardware installation for the Initial Order (Milestone 3). REV: 12-10-2020 SK ATTY/AGR.2020.282/Cleverciti (Parking Guidance System Project) (Page 5 of 54)