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Master Services Agreement This Master Services Agreement is made on , 2021 (the "Effective Date"), between Sensys Gatso USA, Inc., a Delaware corporation with a principal business address at 900 Cummings Center, Suite 316-U, Beverly, MA 01915 ("Sensys Gatso") and Mayfield Village, Ohio with a principal business address at 6622 Wilson Mills Road, Mayfield, OH 44143 (the "Customer"). WHEREAS, Customer wishes to retain the business and technology services of Sensys Gatso (the "Services") as set forth in this Master Services Agreement (the "Agreement") and in one or more attachments, incorporated herein by reference (each a "'Service Attachment") to facilitate the detection, issuance and/or processing of violations of one or more of Customer's traffic law or code enforcement programs (each a "Program"); and WHEREAS, in connection with each Service, Sensys Gatso agrees to provide the equipment described in a Service Attachment ("Equipment"); and WHEREAS, Sensys Gatso also agrees to provide Customer with access to certain proprietary technology (the "System") to facilitate the back -end processing of notices issued to registered owner(s) of vehicles determined to be violating a Program (each a "Notice of Violation"), pursuant to the terms of this Agreement; NOW THEREFORE, the parties mutually agree as follows: 1. AGREEMENT TERM; TERMINATION 1.1. Initial Term: Extensions. The Agreement shall commence on the Effective Date and continue for a period of five (5) years (the "Initial Term"). Upon expiration of the Initial Term, the Agreement will automatically renew for one (1) year terms (each a "Renewal Tenn" and, collectively with the Initial Tenn, the "Terns"), unless either party provides a written notice to terminate not later than thirty (30) days prior to expiration of the then -current Initial Term or Renewal Term. Renewal Terms are subject to renewal pricing which shall be mutually agreed upon by the parties no less than sixty (60) days prior to the expiration of the then -current Initial Term or Renewal Term. 1.2. Termination bN Agreement. This Agreement may be terminated at any time by the mutual written agreement of Sensys Gatso and Customer. 1.3. Termination for Cause. Either party may terminate this Agreement or any Service Attachment, as applicable, for cause if: (a) the other party has breached its obligations under the Agreement or the Service Attachment, as applicable; (b) applicable state law is amended, or a state agency adopts a rule or other requirement to prohibit or substantially restrict the operation of automated traffic law or code enforcement systems described in a Service Attachment, including the Equipment and System being provided by Sensys Gatso; or (c) any court of competent jurisdiction rules that the System, or other similar systems, violates applicable law or cannot otherwise be used to enforce Notices of Violation. The terminating party must provide thirty (30) days advance written notice to the other party of its intent to terminate, which notice must include the reasons for the termination. In the case of a breach of this Agreement or a Service Attachment, the notice must provide the other party with an opportunity to cure the breach during the sixty (60) day period following receipt of the notice. Notwithstanding the foregoing, in the event of termination based upon (b) or (c) above, Sensys Gatso or Customer may suspend the Services described in such Service Attachment, immediately upon the effective date of such amendment or ruling, as applicable. 1.4. Termination b\ Customer for Convenience. Customer may terminate this Agreement or a Service Attachment at its convenience by giving Sensys Gatso not less than ninety (90) days' prior written notice. If Customer terminates this Agreement, or any Service Attachment, for convenience, Customer shall pav Sensys Gatso the termination for convenience fee, if any, set forth in each applicable Service Attachment Sensys Gatso USA, Inc. Page 1 of 9