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HomeMy WebLinkAboutC2024-314 - 9/17/2024 - Approved vsys C% CO-OPERATIVE PURCHASE AGREEMENT NO. 164409 INN�Y ClearGuide Roadways Traffic Data Analytics Service 1852 THIS Services Co-operative Purchase Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Iteris, Inc. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). 1. Co-operative Agreement. Contractor has agreed to provide ClearGuide Roadways Traffic Data Analytics Service in accordance with its agreement with BuyBoard #695-23 (the "Co-operative Agreement"), which is incorporated by reference herein as if set out here in its entirety. In the event of a conflict between this Agreement and the Co-operative Agreement, this Agreement shall govern to the extent allowed by the Co-operative Agreement. 2. Scope. Contractor will provide ClearGuide Roadways Traffic Data Analytics Service in accordance with the attached Statement of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 3. Term. The Term of this Agreement is three years beginning on the date provided in the Notice to Proceed from the City's Procurement Division. The parties may mutually extend the term of this Agreement for up to zero additional zero-year periods ("Option Period(s)"), provided, the parties do so in writing prior to the expiration of the original term or the then-current Option Period. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 4. Compensation and Payment. This Agreement is for an amount not to exceed $1,156,743.60, subject to approved amendments and changes. All pricing must be in accordance with the attached Quote, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Invoices must be mailed to the following address: Co-operative Purchase Agreement Standard Form Page 1 of 3 SCANNED City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 5. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Velma Pena Title: Contracts/Funds Administrator Address: 2525 Hygeia St., Corpus Christi, Texas 78415 Phone: 361-826-1933 Fax: 361-885-0038 IF TO CONTRACTOR: Iteris, Inc. Attn: Mike Searle Title: Regional VP of Sales- Central U.S. Address: 1905 Alpha Drive, Suite 160, Rockwall, Texas 75087 Phone: 316-712-9613 Fax: N/A 6. Entire Agreement. This Agreement, along with the Co-operative Agreement, constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. [Signature Page Follows] Co-operative Purchase Agreement Standard Form Page 2 of 3 CONTRACTOR Signature: z 1114 Printed Name: Mike Searle Title: VP of Sales - Central Date: 01/22/2025 CITY OF CORPUS CHRISTI j sew c� Yc� �� ATTEST: Villasana REB CCA HUERTA _ Sergio CITY SECRETARY Director of Finance & Procurement Date: 01/23/2025 i`5S AUTHORIZED BY COUNCIL_,,,, APPROVED AS TO LEGAL FORM: z-____ ._ �G/Lab�tGc htr�ncf�ey 01/22/2025 S RE RY Assistant City Attorney Date Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Incorporated by Reference Only: Co-operative Agreement: BuyBoard #695-23 Co-operative Purchase Agreement Standard Form Page 3 of 3 osv \ ATTACHMENT A-SCOPE OF WORK q, ski 185 ITERIS' STATEMENT OF WORK This Statement (scope) of Work represents the complete system architecture design, installation, testing, integration,training and post installation operations and maintenance support for the City of Corpus Christi Traffic Management Center (TMC) Video Wall. ASK 1. PROJECT MANAGEMENT/PROJECT ADMINISTRATION This task includes all project management activities related to the work associated with the City of Corpus Christi TMC Project. This task will consist of the overall management of the project by the assigned project manager and support personnel of Iteris. This task includes the development of billing statements,task staffing plans, quality assurance of document deliverables, maintaining project schedule, maintaining project budget, coordinating overall activities of the Project Team, and being the main client point of contact for all project related discussions. Included in this task is a Project Kickoff Meeting. The Kickoff Meeting will occur within one week after Notice-To-Proceed. Kickoff Meeting discussion topics will include project schedule, activities to be performed by Iteris, and activities to be performed by the City. Iteris will host technical design and status meetings prior to the installation of the video wall. This task includes hosting meetings with all the stakeholders (IT, Traffic, Iteris and others) to ensure the final design and system functionality satisfies the needs and expectations of all. Pre- design meetings are a critical part of the process to ensure necessary design constraints are met prior to room construction/modification and subsequent video wall installation. Status meetings will be held to update equipment and personnel schedules to ensure the final installation week aligns with all stakeholders. Deliverables: • Project Progress Reports • Project Invoices • Project Meeting Minutes ASK 2.TMC EQUIPMENT AND DELIVERY The City of Corpus Christi TMC Video Wall equipment shall be procured under this task. Below is a summary listing of the equipment and software to be procured. ► Task 2.1 —TMC 4x2 Planar Clarity Matrix G3 Video Wall (FURNISHED BY ITERIS) • (8) 55" monitor panels, 500 nits (with mounting brackets) • (2) Clarity Matrix G3 PC processor • (1) Clarity Matrix G3 power supply • (1) Wall Trim Kit • (1) Rack Mount UPS • Video Wall supporting cabling and software. • Planar Shipping Cost Page 1 of 6 Iteris, Inc.Statement of Work Goy us cyA� Video Wall Installation and Integration f City of Corpus Christi Traffic Signal Shop o it, k 1 Traffic Management Center(TMC) O 1 45/ Submitted: 08/15/2024 7852 ► Task 2.2—Video Wall Supporting Equipment(FURNISHED BY ITERIS) This task includes ancillary cables and equipment, in addition to the Planar equipment to make a fully functional TMC. At this time, it is envisioned that the City will utilize their existing servers and VMS software and no additional computer hardware or software is to be purchased as part of this project. • Supporting Cabling • Shipping Cost ► Task 2.2.1 —Video Wall Supporting Equipment(FURNISHED THE CITY OF CORPUS CHRISI) Any equipment the City wishes to replace outside of Task 2.1-2.2 will be furnished by the City. ► Task 2.3 —Video Management System (VMS)(EXISTING) The City of Corpus Christi currently utilizes Avigilon VMS for their video needs. This system will be integrated into the new video wall as needed. It is not envisioned at this time that any additional VMS servers will be procured as part of this effort. Assumptions: • Delivery of equipment will be to a City of Corpus Christi designated destination. Deliverables: c Signed Equipment Delivery Packing Slips ASK 3.TMC VIDEO WALL FINAL DESIGN/INSTALLATION Iteris staff shall complete the design of the TMC architecture and propose related components needed to complete the TMC Video Wall. ► Task 3.1 —TMC Video Wall Design Iteris has familiarity with the existing TMC as the original Integrators of the System. A final survey will be completed to complete design recommendations. The physical space in the proposed room is sufficient to support the upgraded TMC operations. Based off the anticipated future existing conditions, Iteris shall finalize the system design details to install the new video wall and integrate the City's equipment into the TMC system. Drawings shall be schematic in nature. ► Task 3.2—TMC Video Wall Removal Iteris will remove the existing video wall monitors, cables and associated rack mount equipment. The City is responsible for the relocation /disposal of the existing video wall system once it has been successfully uninstalled by Iteris. Page 2 of 6 Iteris, Inc. Statement of Work r y Video Wall Installation and Integration q'si City of Corpus Christi Traffic Signal Shop 1 Traffic Management Center(TMC) K,__. ,17) Submitted: 08/15/2024 7852 ► Task 3.3 —TMC Video Wall Installation/Integration The City of Corpus Christi TMC will consist of a new 4x2 Planar video wall system that shall be furnished and installed by Iteris. The video wall shall be a Planar LX55X-L with Clarity Matrix G3 processor(s). The Video Wall supporting equipment shall be rack mounted in the existing equipment rack located in the TMC Server room. The system architecture utilizes existing servers located in the rack as well as the display wall PC. The proposed set up will allow up to eight (8) inputs to be displayed on the wall at any given time. The G3 wall director software allows the wall to be treated as one large monitor instead of eight (8) individual monitors. As such, the content is not limited to the boundaries of(1) monitor and can be sized as desired. ► Task 3.4—Video Management System (VMS)/Integration Iteris staff will work with the City to re-integrate the existing VMS system and optimize it for viewing on the new all. ► Task 3.5— Network Integration The current City traffic network is accessible from the existing TMC, therefore this connection does not need to be developed. The new Planar System does require a dedicated, static IP address. Iteris will work with IT to secure the IP address for the system. ► Task 3.6—TMC As-Built Diagrams Based off the final TMC installation, Iteris shall create a complete system As-Built that will document the final system details and layout. Drawings shall be schematic in nature. Assumptions: • All components will be installed into the existing full sized 19" rack located in the TMC Server room. • Iteris will furnish and install the Vide Wall System on the existing 3/4 inch plywood sheet on the existing wall, per Iteris' design drawings. • City IT will provide network connectivity to the Planar Equipment • Video wall content input sources (laptops, PCs, other) that will require connections to the VCS are assumed to be digital (HDMI, DVI, or Display Port) connections. All input sources will be documented, and type confirmed for proper VCS configuration and cable orders. Deliverables: • Signed Equipment Installation/Integration Completion Notice • System Design and Wiring Diagrams • As-Built Diagrams Page 3 of 6 Iteris, Inc. Statement of Work /6°�QUS CyA'� Video Wall Installation and Integration City of Corpus Christi Traffic Signal Shop ° k Traffic Management Center(TMC) y h 2' Submitted: o8/15/2o24 ,85 ASK 4. SYSTEM VERIFICATION Iteris shall test and verify functionality of all equipment installed and integrated under this scope of work. ► Task 4.t — System Testing After installation and Integration of all video wall components, Iteris staff will conduct a system wide testing of the video wall equipment. • Test hardware configuration of VC processor, ensuring proper connectivity and integration between the VC processors, and all input sources. • Test hardware/OS configuration and connectivity on the City's network. • Test G3 wall director software is properly integrated and operates on all client workstations per manufacturer's specifications. • Test that all inputs into the VC processors are visible and can be manipulated per manufacturers specifications. ► Task 4.2— Final Test Upon completion of the System Test in Task 4.1, the equipment will enter into a 30-day operational test period. During this period, Iteris will periodically monitor the system remotely and identify/address all anomalies. City staff will also log all system anomalies. Final testing will be conducted jointly between the City and Iteris staff. The test procedures will involve the following steps. 1. Iteris and City staff will develop a punch list of any outstanding items 2. Iteris will provide any required software fixes and/or configuration changes addressing all of the punch list items 3. Iteris and City staff will perform final testing on the punch list items 4. The City will sign off and accept the equipment installed under this scope of work ► Task 4.3—Training After 4.1 System Testing but before 4.2 Final Testing, Iteris shall provide one 1-day on- site, hands-on training class. The training will focus on how to set up the video wall and interact with the new interface provided by the wall director software. Training will also cover all other associated software and hardware supporting the TMC Video Wall. During training, questions are encouraged and will be answered as they arise. In addition, time at the end of the training session will be provided for additional questions/discussion, and review of the covered material. The training session will consist of making the system operators proficient in the Iteris installed systems and equipment. The overall emphasis will be oriented towards a workstation environment on how to command and control the video wall and how best to display the systems employed by the City. This will also include remote access Page 4 of 6 Iteris, Inc. Statement of Work Pus�y, Video Wall Installation and Integration 47 ° °'s;• City of Corpus Christi Traffic Signal Shop filrig Traffic Management Center(TMC) y% Submitted: 08/15/2024 training (i.e. accessing the system from a laptop or remote computer if one has proper clearance via VPN). Deliverables*: • System Testing Report *may be combined • 30-day Operational Test Completion Notice • Final Testing Punch List • Training Materials • Training Completion Notice TASK 5. POST INSTALLATION SUPPORT Iteris shall provide twelve (12) months of on-going system support once the system implementation has been completed. Iteris shall monitor and support the system via a Virtual Private Network (VPN) connection with access to all TMC related system components. Iteris shall also provide in person support, as needed, to resolve any issue that cannot be resolved remotely. Iteris shall document each troubleshooting notice with a troubleshooting completion notice. The troubleshooting completion notice will document the issue, document resolution of the issue, and Iteris staff addressing the issue. Iteris will make two (2) trips (approximately during the 12 months) to do a full system diagnostic to update TMC related software, provide additional training desired and to resolve any other outstanding issues related to the Iteris installed TMC system. Assumptions: • Iteris shall provide support only for the Iteris provided equipment hardware and software procured under this scope of work. • For estimating purposes,four(3) hours per month over the twelve (12) month period or 36 hours of labor is budgeted towards Iteris provide equipment hardware,software troubleshooting support. • For estimating purposes, two two-day trips (24 hours) of labor is budgeted towards Iteris providing full system diagnostics to update Iteris provided software and additional on-site training. • Other Direct Costs (ODC)/Travel is budgeted for on-site visits associated with troubleshooting or system diagnostic support. Deliverables: *: • Troubleshooting logs *may be combined • Troubleshooting completion Notice • Iteris staff VPN access list Page 5 of 6 Iteris, Inc. Statement of Work lows cy Video Wall Installation and Integration �'�, City of Corpus Christi Traffic Signal Shop /o . ` Traffic Management Center(TMC) \6 _^ Submitted: 08/15/2024 * Y ,852 PROJECT SCHEDULE The Project Schedule has yet to be determined. Equipment delivery is 8 to 10 weeks, which will affect installation timeline. Schedule Assumptions: — NTP TBD. Page 6 of 6 Iteris, Inc. Project Schedule iteris SUBSCRIPTION SERVICES AGREEMENT This Subscription Services Agreement ("Agreement") is made by and between Iteris, Inc., a Delaware corporation, ("Iteris") and the company,organization,educational institution,or agency,instrumentality,or department of the federal/state/municipal government ("Customer")that has purchased a subscription,from either Iteris or an Iteris-authorized reseller,to the ClearGuide®("ClearGuide") and/or its related mobility intelligence platform service(s) (e.g., ClearData®) and related Software (defined below) and Iteris Data (defined below) made available to Customer through the ClearGuide platform (as applicable, each and collectively, "Subscription Services"), except to the extent that this Agreement is specifically modified or superseded by a separate written agreement duly executed by authorized representatives of Iteris and Customer. 1. Acceptance of Agreement and Purpose.In order to access and use the Subscription Services subject to this Agreement,Customer must have purchased a subscription to the Subscription Services from either Iteris or an Iteris-authorized reseller under a purchase order, service agreement or contract (an "Order") specifying the time-period over which access to the Subscription Services is authorized ("Subscription Term"),of which this Agreement is incorporated by reference or attached. For the avoidance of doubt,the Subscription Term commences on the date Iteris makes the Subscription Services available to Customer. Customer accepts and agrees to the terms and conditions of this Agreement on Customer's own behalf and on behalf of each individual user(an "End User")that Customer authorizes to access the Subscription Services to use for Customer's internal transportation-related and/or traffic-related management and operations purposes or,if Customer is a governmental entity,for transportation management-and control-related governmental purposes (collectively, the "Purpose"). Customer is responsible for each authorized End User to be bound by and to comply with the terms and conditions of this Agreement. In connection with the Subscription Services,the terms and conditions of this Agreement supersede any conflicting or additional terms and conditions of the Order, and the parties expressly reject any such conflicting and/or additional terms and conditions of the Order. 2. Term;Termination and Effects. Term and Termination. This Agreement will become effective on the date Customer accepts this Agreement or upon Customer's initial access or use of the Subscription Services,whichever occurs earlier,and continue in effect for the Subscription Term described in the Order (and continue for renewals of the Subscription Term, as applicable), unless earlier terminated in accordance with this Agreement ("Term"). If a party materially breaches or defaults in any of the terms or conditions of this Agreement, then the non- breaching party may give written notice to the defaulting party that if the default is not cured within thirty(30) days this Agreement will be terminated. If the non-defaulting party gives such notice and the default is not cured during the thirty-day period,then non- defaulting party may elect to terminate this Agreement at the end of such cure period. This Agreement may be terminated immediately by a party by giving written notice to the other party in the event of, (a)dissolution,cessation, liquidation or insolvency of the other party;(b)the appointment of a receiver or similar officer for the other party;(c)an assignment by the other party for the benefit of all or substantially all of its creditors; (d) entry by the other party into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations;or(e)the filing of a meritorious petition in bankruptcy by or against the other party under any bankruptcy or debtors' laws for its relief or reorganization. Effect of Termination. Upon the effective date of termination or expiration of the Subscription Term (whichever occurs earlier) for any reason, this Agreement shall terminate and Customer shall immediately discontinue access to and use of the Subscription Services, including any use of any services-related Software and Documentation. Further, Customer may retain the Iteris Data to retain such results and/or reports generated or produced during the Subscription Term and may continue to use such Iteris Data for the Purpose subject to the terms and conditions of this Agreement. Iteris shall have the right upon any termination to cancel Customer's access to the Subscription Services,invalidate Customer's corresponding user ID's and/or passwords,and delete Customer Data in accordance with the Iteris data retention and privacy policy. Obligation for payment of Subscription Services fees accruing prior to the effective date of termination shall survive termination for any reason. Customer acknowledges and agrees that such provisions hereof which, by their context and content, are intended to survive termination or expiration shall so survive, including without limitation,Sections, 1,2,4 through 10. 3. License Grants. Subscription Services. Subject to the terms and conditions of this Agreement, Iteris grants to Customer a non-exclusive, non- transferable, revocable, limited license during the Subscription Term(i)to access the Subscription Services,as instructed by Iteris;(ii) to access and use Subscription Services-related Iteris proprietary software, applications,and databases("Software")and any related documentation for description, use or operation of the Subscription Services and Software ("Documentation") only in conjunction with the use of the Subscription Services; (iii)to use the derived performance measures, reports, and other data outputs generated and produced through the Subscription Services (collectively, "Iteris Data") solely for the Purpose; and (iv) grant access to the Subscription Services,set forth in(i)through(iii)above,to Customer's authorized End Users in support of the Purpose. Except for the licenses expressly granted under this Agreement, Iteris (and its applicable third-party suppliers, licensors and providers) retain(s) all rights,title and interest in and to the Subscription Services,Software, Documentation and Iteris Data provisioned by or for Iteris under this Agreement(collectively"Iteris IP"). Iteris,Inc. Page I of 6 Evaluation Limited License. From time to time, Iteris may make available to Customer portions of the Subscriptions Services not yet purchased for use by Customer as well as new features of the Subscription Services that are in development and not yet commercially available as a standard Iteris offering (collectively, "Potential Subscription Services"). Customer may elect, and is not obligated, to internally evaluate Potential Subscription Services, but if Customer elects to do so, Customer agrees to the following additional terms: (a)To the extent the Potential Subscription Services include any software and the provision of Potential Subscription Services-related reports (and for so long as Iteris makes such items available to Customer), Iteris grants to Customer, a limited, temporary, non-exclusive, non-transferable, revocable license to use the Potential Subscription Services-related software and Potential Subscription Services-related Iteris Data and Documentation, furnished as part of the Potential Subscription Services solely for internal evaluation purposes. (b) If applicable,Customer will provide reasonable and safe access to its traffic equipment,subject to Customer's consent and instructions (may be via electronic mail). (c) Upon expiration or termination of Customer's access to the Potential Subscription Services, with regard to the Potential Subscription Services-related reports provisioned, such as traffic flow report and status report, Customer may retain such reports, however, Customer is not authorized to make any further use of the retained Potential Subscription Services-related reports,including without limitation,produce or generate new results and/or reports. And, (d)the term of access to the Potential Subscription Services is as expressly authorized and instructed by Iteris(which may be via electronic mail) and Iteris may suspend or terminate Customer's access to the Potential Subscription Services at any time, without notice and without compensation. 4. Restrictions and Ownership. Except for the Purpose, Customer may not use the Subscription Services and Iteris Data for any other purpose, including without limitation: (a) surveillance or tracking to identify (or attempt to identify), observe, or monitor a unique individuals or unique vehicles; (b) military, defense, or law enforcement (i.e., for purposes other than the Purpose, such as investigate a particular individual); (c) any purpose that undermines the safety, privacy, or security of vehicles or individuals; (d) politics; (e) discrimination against any individual or group; and (f) asset management, such as fleet management or managing aerial (e.g., drones) or plurality of vehicles (e.g., platooning, platoon plans, platoon routes). Except as expressly provided in this Section 3, or as may otherwise be mutually agreed by Iteris and Customer in a duly executed written agreement,Customer(for itself or through a third party) may not: (a) attempt to decrypt, reverse compile, discover or reverse engineer any Iteris IP or other confidential or proprietary information developed or used by Iteris to provide the Subscription Services; (b) modify, prepare derivative works, translate, or disassemble the Iteris IP or attempt or assist any third party to do any of the preceding; (c) use or authorize use of the Iteris IP for any purpose not specified in this Agreement; (d) reproduce, rent, copy, lease, lend, display,sell, sublicense or otherwise transfer or distribute the Subscription Services, or any portion thereof, in any form or medium without the prior written consent of Iteris;(e)allow any third party to resell,sublicense, display,distribute or otherwise transfer the Subscription Services or Iteris Data for any purpose other than the Purpose, (f) retain any instantiations or derivatives of the Iteris IP in any form after expiration or termination of this Agreement(except state, local,and federal government Customers may continue to use for the Purpose any Iteris Data acquired prior to termination),(g)use or access the Subscription Services to develop,build or support,and/or assist a third party in developing, building or supporting, products or services competitive to Iteris or similar to the Subscription Services, or(h) use the Subscription Services in any manner which: (i) circumvent any controls of the Subscription Services (e.g., components, features or functions of the Subscription Services), poses a security risk, attempt to gain unauthorized access to the Subscription Services or its related systems or networks, or systematically access the Subscription Services using"bots," "crawlers"or"spiders"; (ii)violates any applicable law or regulation; (iii) could disable, overburden, damage, or impair the performance or operation of, or interfere with or disrupt the integrity of the Subscription Services or Iteris' hosting environment; (iv) introduce to any of the Subscription Services offensive,harmful,infringing or otherwise inappropriate or illegal content;or(v)poses a liability risk to Iteris. Customer is responsible for(a)any breach of this Agreement by an End User,(b)verifying End Users that access the Subscription Services,and(c)implementing reasonable security measures and practices appropriate to protect against unauthorized access to the Subscription Services. Iteris (and its applicable third-party suppliers,licensors,and providers)remain(s)sole and exclusively owner(s)of the Iteris IP,including any and all existing and future intellectual property rights therein and thereto. For avoidance of doubt, Iteris IP includes, without limitation, any and all ideas, software, copies, derivatives, changes, feedback, improvements, modifications, enhancements, supplements, additions, corrections, work-arounds, fixes, upgrades, updates, and extensions. Except for those rights expressly granted in this Agreement, no other rights are granted, either express or implied. For avoidance of doubt,the Subscription Services is informational only and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as automatic or autonomous control of vehicle behavior (e.g., driving, parking, stopping, etc.), advanced driver assistance systems, in the operation of nuclear facilities, aircraft navigation or communication systems,air traffic control,direct life support machines,weapons systems or otherwise in which the failure of the Subscription Services could lead to death,personal injury,financial,physical,property or environmental damage(collectively,"High Risk Activities"). Iteris specifically disclaims any express or implied warranty of fitness for High Risk Activities. 5. U. S. Government Restricted Rights. The Subscription Services and any related Software and Documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation",as such terms are used in 48 C.F.R.§12.212 or 48 C.F.R.§227.7202,as applicable.Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable,the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users(a)only as Commercial Items and(b)with only those rights Iteris,Inc. Page 2 of 6 as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights are reserved under the copyright laws of the United States. The"Manufacturer"is Iteris, Inc., 1700 Carnegie Avenue,Suite 100,Santa Ana,California 92705 USA. 6. Customer Data,Privacy Policy,and Third Party Data. (a) Customer Data. Customer's use of the Subscription Services may require Customer to provide and for Iteris to use Customer's or its End Users' personally identifiable information and non-personally identifiable information (collectively, "Customer Data").Personally-identifiable information may be provided by Customer to Iteris in the initial setup process to access the Subscription Services(e.g.,creating an account). (b) Privacy Policy. If Customer or an End User provides any personally identifiable information to Iteris, including,without limitation, name, telephone number and email address, Iteris will only store and use such personally identifiable information that is needed to verify use of the Subscription Services,to provide the Subscription Services,to respond to requests,and to provide support, Customer service and account maintenance. Iteris does not offer to sell or otherwise sell personally identifiable information. Iteris may also collect and use Customer's and its End Users' non-personally identifiable information including, but not limited to, supplemental data used in performance of services, and browser and/or device information. Personally identifiable information that is provided to Iteris for a particular purpose will only be saved and used for that purpose,unless prior express consent is given to allow Iteris to use it for some other purpose. Unless otherwise prohibited in the Order, Iteris may share non-personally identifiable information with third parties, but that information does not include any personally identifiable information. Iteris reserves the right to use or share for any purpose any data provided by Customer on an aggregate,anonymized basis. Iteris does not trade,share,rent, sell or give away personally identifiable information to third parties. In addition,in connection with the Subscription Services provided under this Agreement,Customer acknowledges and agrees to the following Iteris security and privacy measures: (i) authentication and authorization credentials are, as applicable, encrypted during transmission using standard secure socket layer("SSL") protocols and certificates are verified and executed by a commercial SSL certificate authority. (ii) Unless otherwise mutually agreed,the Subscription Services is controlled and operated from facilities in the United States of America and Customer personally identifiable information (if any)is logically and physically hosted in the United States of America. (iii) Personally-identifiable information shall be removed when no longer needed or when this Agreement terminates or expires, whichever comes first. (iv) the Subscription Services and any API portion of the Subscription Services will provide authorization capabilities. (v) All personally identifiable information is processed and stored by Iteris in a secured manner that reasonably prevents unauthorized access from internal and external parties. (vi) Iteris uses third party companies, such as Amazon Web Services("AWS"),to facilitate the Subscription Services as follows: (1)to provide the Subscription Services(or portions thereof) on Iteris' behalf, and (2) to provide Subscription Services and Subscription Services-related services, including without limitation, data archive storage, authentication, monitoring, analytics, and technical support reporting. (vii) Iteris maintains, at a minimum,a technical infrastructure and internal procedures for provisioning, monitoring, and remediating issues identified through regular monitoring for intrusion and network vulnerability scans. Iteris will promptly remediate security issues it becomes aware of. (c) Google Analytics. Iteris and its partners use various technologies to collect and store information when Customer accesses and uses the Subscription Services that may include using cookies or similar technologies. Iteris uses "Google Analytics" (https://analytics.google.com) and associated tools in connection with the Subscription Services to collect and analyze information about how users use the Subscription Services. Google Analytics collects information such as how often a user visits the Subscription Services, what pages a user visits when a user does so, and information on specific pages and content accessed on the Subscription Services. Iteris uses the information received from Google Analytics to improve the Subscription Services offered to our customers. Google Analytics collects only the Internet Protocol address assigned to a customer on the date such customer initially accesses the Subscription Services, rather than your name or other identifying information. Iteris does not combine the information collected through the use of Google Analytics with personal information. Google Analytics uses cookies to collect standard Internet log information and visitor behavior information in an anonymous form.These cookies are used only by Google,and not by Iteris. Google Analytics'ability to use and share information collected by Google Analytics about your visits to this website is restricted by the Google Analytics Terms of Use (https://www.google.com/analytics/terms/us.html) and the Google Privacy Policy (https://www.google.com/policies/privacy/). However, Customer can prevent Google Analytics from recognizing Customer's return access to the Subscription Services by disabling cookies on your browser. Use of the Subscription Services without restricting use of cookies constitutes Customer's consent to the use,storing and access of cookies on Customer's computers or devices. (d) Retention Policy. It is Iteris' policy that Customer Data, as defined in this Section 6, is private and confidential to Customer.The "Retention Period"for Customer Data shall be so long as necessary or appropriate to comply with applicable laws or legal process or to protect Iteris' legal rights(e.g.,tax and audit), unless modified in a duly executed written agreement of Customer and Iteris. Personally identifiable information is destroyed when it is no longer required to provide the Subscription Service(e.g., an End User account is closed), or upon Customer or End User request. Iteris shall make a commercially reasonable good faith effort to permanently destroy or render inaccessible Customer Data in Iteris'and/or in any third party service provider's possession or control as soon as reasonably possible after the end of the Retention Period. For the avoidance of doubt, anything that is stored on routine back-up media solely for the purpose of disaster recovery will be subject to destruction in due course, provided that employees are precluded from accessing such information in the ordinary course of business prior to destruction. Notwithstanding the foregoing, Iteris,Inc. Page 3 of 6 latent data such as deleted files, and other non-logical data types,such as memory dumps, swap files,temporary files, printer spool files,and metadata that is generally considered inaccessible without the use of specialized tools and techniques will not be within the requirement for destruction as set forth by this Section 6, but shall remain subject to the confidentiality obligations set forth herein. (e) Data Hosting Storage Limit. In connection with the hosting portion of the Subscription Services, Iteris will store up to five(5)years of the Iteris Data from the date initially stored in the hosting environment for Customer's use of the Services as set forth in this Agreement. When the Iteris Data exceeds five(5)years of storage limit, Iteris may delete such data or otherwise remove such stored data exceeding the five(5)year limit from the hosting environment and will no longer be available for Customer's use with the Subscription Services. (f) Third Party Data.All data used by the Subscription Services provided by a third party shall be governed by the ownership provisions of the third party. If Customer provides access to such third party data, it shall be responsible for ensuring that Iteris is granted sufficient rights to provide the Subscription Services using such third party data.To the extent Customer provides access to any data to Iteris in order for Iteris to provision the Subscription Services, Customer grants Iteris internal access and use of the data information for purposes of carrying out its obligations under this Agreement and provisioning the Subscription Services to Customer. If Iteris provides access to such third party data,it shall be responsible for ensuring that both Iteris and Customer are granted sufficient rights in such third party data for the purposes of this Agreement. For avoidance of doubt, Iteris and Customer do not make or imply any warranties to each other on behalf of any third-party supplier or their suppliers or provide any right of liability or indemnity against a third-party supplier or their suppliers. Both Customer and Iteris agree to abide by such additional terms and conditions applicable to such third party data, including without limitation, including any legally required or otherwise appropriate instructions,warnings, disclaimers and safety information relating to the use of the Subscription Services. (g) HERE Data. Notwithstanding the foregoing, to the extent Customer purchases Subscription Services that include HERE North America, LLC ("HERE") data, this provision applies to HERE data included with Customer's Subscription Services. Customer's access and use of the HERE data prohibit(i)use of the HERE data that is not Customer's Purpose or as part of the Subscription Services, (ii)use of the HERE data with geographic data from competitors of HERE, (iii) reverse-engineering and archiving of the HERE data,(iv) any export of the HERE data (or derivative thereof) except in compliance with applicable export laws, rules and regulations, (v) Customer from using HERE data with any products,systems,or applications installed or otherwise connected to or in communication with vehicles,capable of vehicle navigation,positioning,real time route guidance,or similar applications,and(vi)Customer from using HERE data if Customer fails to comply with these terms of this provision (as it relates to HERE data). Customer's access and use of the HERE data is subject to applicable regulatory and third-party supplier restrictions and obligations(including copyright notices),which is currently contained at https://legal.here.com/en-gb/terms/general-content-supplier-terms-and-notices (or as notified by either HERE or Iteris to Customer). If the HERE data is being acquired by or on behalf of a Customer that is the United States government or any other entity seeking or applying rights similar to those customarily claimed by the United States government,the HERE data is a "commercial item"as that term is defined at 48 C.F.R.("FAR")2.101,is licensed in accordance with these end-user terms under which the HERE data is provided. To the extent Customer directly licenses the HERE data from HERE,then this provision does not apply to this Agreement. (h) Wejo Data. Notwithstanding the foregoing, to the extent Customer purchases Subscription Services that include Wejo data, Customer may be subject to Wejo's then-current information security requirements (e.g., access and password controls, encryption, physical security, etc.). Iteris reserves the right to ensure Customer implements (or has implemented) an active security program that is supported,approved,and maintained by Customer that is materially within industry standards. (i) Free Data Source Programs. To the extent Subscription Services include third party free data sources, such as the National Performance Management Research Data Set(NPMRDS)information funded by the Federal Highway Administration(FHWA), Customer may be subject to terms,standards and rules(e.g., NPMRDS license agreement). 7. Confidentiality. "Confidential Information" means (i) with regard to Customer Data, any non-public information regarding the business of Customer, in whole and in part, (ii) with regard to Iteris, the Iteris IP, feedback and any other non-public information regarding the Subscription Services and business of Iteris, in whole and in part, and (iii) with regard to either party, any other information, ideas, technical data,or know-how,including,but not limited to,that which relates to research,product plans,products,services,customers, markets, software, software code, software documentation, developments, inventions, lists, trade secrets, processes, designs, drawings, engineering, hardware configuration information, marketing or finances,which is designated in writing to be confidential or proprietary, or if disclosed orally or other intangible means, is designated at the time of disclosure as confidential or proprietary. The Parties, each of which may be a "Disclosing Party" or a "Receiving Party" from time to time, agree to disclose the Confidential Information only to their employees, officers, directors, consultants, contractors, affiliates, advisors or agents (collectively, "Representatives") who have a need-to-know for that purpose and who are bound to confidentiality by this or an equivalent agreement, and to maintain the Confidential Information in confidence using the same degree of care to avoid disclosure thereof as the Receiving Party employs on its own Confidential Information of like importance,but in no case less than reasonable prudent care. In addition,the parties agree that the Receiving Party shall not reverse engineer, disassemble, decompile, or otherwise analyze the design or construction of any equipment, component, or software without the prior written consent of the Disclosing Party. All Iteris,Inc. Page 4 of 6 materials containing Confidential Information provided by the Disclosing Party under this Agreement are and will remain the property of the Disclosing Party. This Agreement shall pose no such confidential obligation upon either party with respect to any portion of the received Confidential Information which: (i) is possessed by the Receiving Party at the time of the disclosure without any obligations of confidentiality as evidenced by written or other tangible records:(ii)is independently developed by the Receiving Party as evidenced by written or other tangible records without use or reference to the Disclosing Party's Confidential Information; (iii) is hereafter rightfully furnished to the Receiving Party by a third party without restriction on disclosure or subject to confidentiality obligations; (iv) is now, or which hereafter becomes, generally known or available to the public through no act or failure to act by the Receiving Party or in breach of this Agreement; or(v) is released from confidentiality in writing by the Disclosing Party. "Notwithstanding the foregoing,the parties acknowledge that the Customer/City is a Texas governmental entity subject to the Texas Public Information Act (the"Act"). Should City receive a request for disclosure of Confidential Information pursuant to the Act,the City will promptly provide Iteris notice of such request in accordance with Section 552.305 of the Texas Government Code so that Iteris may avail itself of any opportunities to establish reasons why the information should be withheld prior to disclosing such Confidential Information. The burden of establishing the applicability of exceptions to disclosure of Confidential Information under the Act resides with Iteris. Should Iteris be unable to establish a valid exception from disclosure or exclusion from the Act or obtain a protective order, then, the City may release the information,solely to the extent necessary to comply with the Act." Receiving Party shall maintain commercially reasonable administrative, technical and physical safeguards necessary to protect the Iteris Data and Confidential Information against loss,destruction,alteration,or unauthorized access,use and disclosure. Receiving Party shall promptly notify Disclosing Party (may be via electronic mail) of any discovered breach by Receiving Party or its Representatives and shall reasonably assist the Disclosing Party in retrieving the disclosed Confidential Information and restricting any continuing breach. lithe Receiving Party is served a form of process from a court of competent jurisdiction or government agency requiring Receiving Party to disclose any Confidential Information of the Disclosing Party to any third party,to the extent permitted by applicable law,the Receiving Party shall immediately notify the Disclosing Party who shall, in addition to the Receiving Party's efforts, if any, have the right to seek to void such process. Each Party shall cooperate with the other in all efforts to quash such process or otherwise to limit the scope of any required disclosure.In the event that the disclosure of any Confidential Information is compelled,the Receiving Party shall seek an appropriate protective order from the court to limit access to and use of such information. The Receiving Party agrees to promptly return or certify destruction of all copies of any received Confidential Information and of any additional documents in any media containing any of the disclosed Confidential Information upon termination of this Agreement or written request of the Disclosing Party. The obligations to protect Confidential Information recited above shall survive any such termination for a period of three (3) years after the date of termination of this Agreement for any reason, provided, however, proprietary information (to the extent such information remains proprietary) and any personally identifiable information of the Disclosing Party shall remain subject to the confidentiality obligations contained herein indefinitely. 8. WARRANTY DISCLAIMER. THE SUBSCRIPTION SERVICES IS PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS AND CUSTOMER AGREES TO USE THE SUBSCRIPTION SERVICES AT ITS OWN RISK. ITERIS (AND ITS APPLICABLE THIRD-PARTY SUPPLIERS, LICENSORS AND PROVIDERS) DO(ES) NOT WARRANT THAT THE SUBSCRIPTION SERVICES WILL OPERATE WITHOUT ERROR OR INTERRUPTION. ITERIS (AND ITS APPLICABLE THIRD-PARTY SUPPLIERS, LICENSORS AND PROVIDERS) MAKE(S) NO GUARANTEES REGARDING THE QUALITY, ACCURACY, COMPLETENESS, EFFECTIVENESS, RELIABILITY, OR USEFULNESS OF THE SUBSCRIPTION SERVICES OR RESULTS OBTAINED THEREFROM. WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, ITERIS EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SUBSCRIPTION SERVICES OF ANY KIND WHATSOEVER, WHETHER STATUTORY, EXPRESS, IMPLIED OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT. ITERIS IS NOT LIABLE FOR BREACH OF ANY OF THE TERMS OF THIS AGREEMENT FOR AN EVENT NOT WITHIN ITERIS' REASONABLE CONTROL(E.G., ELECTRICITY OUTAGE IN AN AREA) OR CUSTOMER'S OR ITS END USERS' ACTS OR OMISSIONS, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 9. LIMITATION OF REMEDIES AND DAMAGES. IN NO EVENT SHALL ITERIS OR ANY OF ITS AFFILIATES, PROVIDERS, SUPPLIERS, LICENSORS,DIRECTORS,OFFICERS,EMPLOYEES OR AGENTS BE LIABLE FOR ANY LOST PROFITS,LOSS OF GOODWILL,WORK STOPPAGE, COMPUTER FAILURE, LOSS OF INFORMATION, LOSS OF DATA, OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SUBSCRIPTION SERVICES OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 10. Miscellaneous.Customer shall not assign or delegate its rights under this Agreement without the prior written consent of Iteris. Any attempt by Customer to assign its rights or delegate its duties in contravention of the preceding sentence shall be void from the beginning. This Agreement shall bind and inure to the benefit of the successors and permitted assigns of the parties. Customer will comply with all applicable U.S. and foreign export laws and regulations and acknowledges that the Iteris IP may be subject to U.S. Export Administration Regulations. This Agreement is the entire understanding of the parties regarding the subject matter; any Iteris,Inc. Page 5 of 6 modification must be in a writing duly executed by authorized representatives of the parties. If Customer is a governmental body or agency,this Agreement shall be governed by and construed according to the laws of the state in which Customer is located without regard to the state's principles of conflict of laws. If Customer is not a governmental body or agency, this Agreement will be interpreted, construed,and enforced in all respects in accordance with the local laws of the State of California, U.S.A,without regard its principles regarding conflicts of laws and the parties agree that all disputes hereunder are subject to the exclusive jurisdiction of and venue in the federal and state courts of Orange County, CA. No waiver of rights under this Agreement by either party shall constitute a subsequent waiver of this or any other right under this Agreement. The parties acknowledge that Iteris IP has competitive, unusual and extraordinary value and proprietary nature, and that the prospective breach of any provision of this Agreement by Customer may cause Iteris substantial and irreparable harm,for which remedies available at law may be inadequate. Notwithstanding anything otherwise to the contrary herein, Iteris shall be entitled to seek equitable relief in any court of competent jurisdiction to protect its intellectual property rights that are the subject matter of this Agreement without prejudice to any other relief available at law, in equity or otherwise. The parties hereunder are independent contractors. This Agreement does not create any joint venture, fiduciary, agency or partnership relationship. All notices in connection with this Agreement will be deemed given as of the day they are received either by messenger, delivery service, or in the United States of America mail, postage prepaid, certified or registered, return receipt requested,and addressed either to Customer or to Iteris at the addresses specified in this Agreement,or to such other address as a party may designate pursuant to this notice provision. Form Rev:20240408 Iteris,Inc. Page 6 of 6 ATTACHMENT B - BID/PRICING SCHEDULE Iteris, Inc. BuyBoard Contract 695-23 Santa Ana,CA Item Description Quantity Unit Unit Price Extended Total 1 8"Color Monitor, 5 Ea $ 195.00 $ 975.00 2 Iteris Camera Bracket 100 Ea $ 140.00 $ 14,000.00 Radius Shelf Mount CCU-with embedded 3 processors 25 Ea $ 8,890.00 $ 222,250.00 4 Radius Plus Sensor 100 Ea $ 3,530.00 $ 353,000.00 5 1000'Spool Cat 5E Shielded cable-Shireen 25 Ea $ 385.00 $ 9,625.00 6 Next-Radius Diagnostic Tool 1 Ea $ - $ - Iteris Clear Guide Signal Perfomance Measures 25 intersections includes 3 Yrs $ 2,040.00 $ 51,000.00 7 setup @ 25 Intersections Traffic Signal instalation and Integration 100 Days $ 1,200.00 $ 120,000.00 8 Assistance per day ClearGuide Roadways Service-@ 257 3 Yrs $ 300.00 $ 231,300.00 9 Intersections Video Wall Installation/Integration 10 2x2 Clarity Matrix G3 Planar LX55ML 2 Ea $ 36,892.80 $ 73,785.60 11 2x2 Planar 50 ft CommNideo Cable Se t 2 Ea $ 352.80 $ 705._60_ Rack Mount UPS(APC Smart-UPS X 2200VA,2U, LCD, 120V,or $ 2,318.40 12 equivalent) 1 Ea $ 2,318.40 TMC PM, Dgn, Installation,Testing, Per Person/ Training Iteris Video Wall Support $ 32,659.20 13 Labor(Onsite) 12 Per Day $ 2,721.60 TMC PM, Dgn, Installation,Testing, Per Person/ Training Iteris Video Wall Support $ 29,568.00 14 Labor(Offsite) 12 Per Day $ 2,464.00 Post Installation O&M Support Iteris Per Person/ $ 8,164.80 15 Video Wall Support Labor(Onsite) 3 Per Day $ 2,721.60 Post Installation O&M Support Iteris Per Person/ $ 7,392.00 16 Video Wall Support Labor(Offsite) 3 Per Day $ 2,464.00 3 Year Total $ 1,156,743.60 Page 1 of 1