Agmt21 Cleverciti Systems, Corp.

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iv. Ten Percent (10%) upon written notice of Substantial Completion by City for the Initial Order (Milestone 4). With respect to Connectivity Charges, Contractor shall issue invoices on a monthly basis to City based on the actual cost incurred by Contractor to provide these connectivity services. With respect to Warranty Labor, should the City indicate in its Notice to Proceed that it wishes for Contractor to provide these services, Contractor shall issue invoices for each year of Warranty Labor services on an annual basis to City beginning from the date of Final System Acceptance with an annual increase of 3% each year. The fees for Warranty Labor for each System Component Group are defined in Exhibit "E". Contractor's invoices 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, unless otherwise agreed by the parties in writing. 8.2 Additional Years of Services and Warranty. Included in the deliverables to be provided to City for the "not to exceed" price set out in 8.1 above are the warranty and maintenance services described in Exhibit "C" for a period of three (3) years from the occurrence of Substantial Completion. Should the City extend the term of the agreement pursuant to 4.13 for one or more additional years ("Extended Services and Warranty"), fees for the Extended Services and Warranty will be invoiced and paid annually at the start of a new Agreement year according to the fee schedule listed in Exhibit "B" plus Connectivity Charges and Warranty Labor, subject to the limits of paragraph two of Section 8.1. Upon termination, the City shall be entitled to a pro -rata refund of the unused portion of any prepaid fees (as defined in 29.4) and shall be relieved from future obligations to pay fees for Extended Services and Warranty after the date of termination. 8.3. Payment terms shall be net thirty (30) days from invoice date. 8.4. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its officers, agents, employees, Contractors, or subcontractors (collectively, "Contractor Personnel"). City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or any Contractor Personnel. Contractor agrees to reimburse City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment, which City makes on behalf of Contractor or any Contractor Personnel for work done under this Agreement. At the City's election, City may deduct such an amount from any balance owing to Contractor. 9. Term of Performance. Notices to Proceed. and Hardware Delivery. REV: 12-10-2020 SK ATN/AGR.2020.282/Cleverciti (Parking Guidance System Project) (Page 6 of 54)