Agmt21 Cleverciti Systems, Corp.

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9.1 Contractor shall begin performing the work set forth in Exhibit "A" upon receipt of a Notice to Proceed from the City. Contractor shall perform and complete all work according to the Project Schedule outlined in Exhibit "A", but Milestone 4 shall occur by no later than June 30, 2021. Unless sooner terminated in accordance with this Agreement, the Agreement shall continue in full force and effect from the Effective Date until the expiration of the service and warranty period (including any extended service and warranty period purchased by the City) pursuant to Section 4.6. 9.2 City shall have the option to deliver one or more additional Notices to Proceed during the Initial Term of this Agreement for the purposes of initiating the delivery of additional System Component Groups listed in Exhibit "E" that had not already been included in a previous Notice to Proceed. If the additional Notice to Proceed is issued within the first 12 months after the Effective Date, the pricing in Exhibit "B" shall remain valid. In each subsequent 12 -month period, the pricing in Exhibit "B" shall be increased by three percent (3%) per year. In the event of an additional Notice to Proceed, there will be a separate Initial Term and Renewal Term for those System Component Groups, and the same invoicing schedule as defined by 8.1 shall be used. In no event shall the aggregate fees for all Notices to Proceed exceed the total value of 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, subject to the limits of Section 8.1. 9.3 The Notice to Proceed from the City shall clearly indicate which add -alternates have been selected (if any). Receipt of this Notice to Proceed from the City shall be considered a firm and binding order to purchase all hardware required to deliver the System Component Groups specified in the Notice to Proceed, and firm and binding authorization to begin performing the Labor related to the installation, configuration, and training. 9.4 The risk of loss or damage and title for the ordered Hardware will pass upon delivery to City and acceptance in writing by the City's authorized representative, which may not be unreasonably withheld. For purposes of this section, the City's authorized representative shall be the City's Parking Manager, unless otherwise designated by the City Manager. Contractor retains a security interest in products sold until it receives payment in full for all milestones described in Section 8.1. 10. Status of Contractor. Contractor will perform the Services as an independent contractor and not as an employee of City. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. 11. _Labor Code Prevailing Wage. To the extent required by law, Contractor will comply with the requirements of the California Labor Code including but not limited to hours of labor, nondiscrimination, payroll records, apprentices, workers' compensation and prevailing wages. When prevailing wage rules are applicable, the following provisions apply: 11.1. No less than the general prevailing rate of per diem wages for holidays and overtime work, for each craft, classification or type of worker needed to execute the REV: 12-10-2020 SK ATTY/AGR.2020.282/Clevercili (Parking Guidance System Project) (Page 7 of 54)