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,. � ��'c�iN�� AGREEMENT FOR DYNAMIC PARKING AVAILABILTY SIGNAGE SYSTEM (Vimoc Technologies Inc.) This Agreement is made and entered into between the City of Redwood City ("City"), a municipal cor o ation, and Vimoc Technologies Inc., a Delaware corporation ("Contractor") as of (the "Effective Date"). In consideration of their mutual covenants, the parties here agree as follows: 1. Scone of Work. Subject to the terms and conditions of this Agreement, Contractor shall provide the services, hardware and software described in this Agreement and Exhibit A ("Scope of Work"), which is incorporated herein by reference. In summary, the scope of work includes but is not limited to Installation of fully integrated dynamic parking signs that display messages managed by an online API solution and connected to sensors within each of the two City-owned parking garages at the following locations: a. 850 Jefferson Avenue, known as the Jefferson/Century Theatre Garage b. 750 Marshall Street, known as the Marshall Garage and also as the Broadway Garage All work to be performed pursuant this Agreement will be referred to, hereafter, as the "Services." All hardware to be provided as part of the Services, including, without limitation, any nBox Sensors and Parking Signs, will be property of the City. 2. Pavment Terms. For the services, hardware and software described in Exhibit A, the City agrees to pay Contractor a total amount that shall not exceed the amount of $125,843.40, set forth in Exhibit A, which amount shall include all expenses. Contractor shall submit progress billings as set forth in Exhibit A. Contractor's bill shall include the following information for the project: description of milestone completed, date of delivery of products or completion of work associated with milestone, 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 $125,843.40 without written amendment to this Agreement signed by both parties. 3. Term of Performance. Contractor shall begin performing the Services set forth in Exhibit A as soon as he or she is notified by the City. Contractor shall thereafter perform and complete all work outlined in Exhibit A, including the work associated with invoices 1 through 5 in Section 2 of Exhibit A, by June 30, 2016, provided, however that Contractor shall not be responsible for delays that are the responsibility of the City. City may also grant extensions to Contractor in its sole discretion. Upon final acceptance of the project, Contractor shall provide the Support Services described in Section 8 below and Section 4 of Exhibit A, for a term of one year. 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 Support Services period (including any extended Support Services Periods purchased by the City). Page 1 of 24 ATTY/AGR/2016.082/VIMOCTECHNOLOGIES INC REV:04-22-1615