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ORIGINAL <br />AGREEMENT FOR PROFESSIONAL SERVICES <br />(GridsmartTechnologies, Inc.) <br />THIS AGREEMENT is made and entered into as of the Io day of <br />Jw--4 , 2018, by and between the CITY OF REDWOOD CITY, a charter <br />city and muAicipal corporation of the State of California ("City"), and GRIDSMART <br />Technologies, Inc., a Delaware corporation ("Consultant"). <br />RECITALS <br />A. City requires the professional services of a Traffic Control Consultant to <br />conduct a pilot trial of Gridsmart's vision based detection system and to test the <br />systems integration with Vimoc Technologies vision based bicycle and pedestrian <br />detection. <br />B. Consultant has the necessary experience in providing professional <br />services and advice. <br />C. Selection of Consultant is expected to achieve the desired results in an <br />expedited fashion. <br />D. Consultant has submitted a proposal to City and has affirmed its <br />willingness and ability to perform such work. <br />NOW, THEREFORE, in consideration of these recitals and the mutual covenants <br />contained herein, the Parties agree as follows: <br />1. Scone of Work. City retains Consultant to perform, and Consultant agrees to <br />render, those services (the "Services") that are defined in attached Exhibit "A," which is <br />incorporated herein by reference. In the event of a conflict between the provisions of <br />Exhibit "A" and the terms of this Agreement, the terms of this Agreement shall prevail. <br />City shall have the right to modify the scope of work to delete tasks in whole or in part <br />by providing written notice to Consultant. <br />2. Standard of Performance. While performing the Services, Consultant will <br />exercise the reasonable professional care and skill customarily exercised by reputable <br />members of Consultant's profession practicing in the urban Northern California Area, <br />and will use reasonable diligence and best judgment while exercising its professional <br />skill and expertise. <br />3. Term. Unless earlier terminated as provided in Section 20 below, the term of this <br />Agreement will commence upon the date first above written and shall expire upon <br />completion of performance of Services hereunder by Consultant. <br />4. Schedule. Consultant will adhere to the schedule set forth in Exhibit "A", <br />provided, that City in its discretion may grant reasonable extensions of time for the <br />REV: 06-29-18 PR <br />Page 1 of 11 <br />ATTY/AGR.2018.147/GridsmartTechnologies Inc. <br />