HomeMy WebLinkAboutPW Master Sale of Goods and ServicesDocuSign Envelope ID: 487CCEOD-F72C-48E5-9AO7-5964057OF14F
MASTER SALE OF GOODS AND SERVICES AGREEMENT
This Master Sale of Goods and Services Agreement ("MSA" or "Agreement") is made as of this 27th day of September,
2021, (the "Effective Date") by and between Global Traffic Technologies, LLC ("GTT"), with its offices at 7800 Third
Street North, Building 100, Saint Paul, Minnesota, 55128 and San Rafael, California ("Customer"), having its offices at
1400 Fifth Ave, San Rafael, California, 94901. Together, GTT and Customer may be referred to as "Parties" and
individually as a "Party" to this MSA.
WHEREAS, GTT is the provider of certain hardware and software products manufactured and distributed by GTT and
is therefore in a unique position to provide services related to its products; and
WHEREAS, Customer desires that GTT perform services as defined herein for the Customer in relation to certain
products; and GTT desires to perform such services for the Customer, subject to the terms and conditions set forth
below.
NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties do hereby agree as follows:
1. DEFINITIONS.
A. "Customer" —as used herein, means any purchaser or user of any of GTT's products and/or services, including
but not limited to, contractors, dealers, end users and original equipment manufacturers.
B. "Products" — as used herein, means any hardware and/or software, excluding any software offered as a
service, as specified in any schedule, purchase order or otherwise, regardless of whether such Products are
purchased, leased, or subscribed to.
C. "Software" — as used herein, means the executable code made available to Customer as a perpetual license,
including documentation and to the extent software maintenance is kept current, software updates.
D. "Services" — as used herein is defined as the services provided by GTT or its subcontractors as outlined in
the Agreement, which may include but are not limited to:
"Up -Front Services" — as used herein, means the Services provided initially that are necessary to achieve
First Productive Use (defined herein):
Site survey (intersections and/or vehicles) — GTT will survey Customer's intersections and vehicles to
determine current infrastructure and needs, including wiring, hardware mounting locations and other
key information necessary to ensure a successful deployment. For avoidance of doubt, Customer
agrees to make vehicles and intersections available to GTT to enable the site survey.
Project management — GTT will assign a project manager to work with Customer to create a project
plan and then manage the resources deployed to execute the plan.
iii. Installation (intersections) — GTT will install, configure and test phase selectors, modems, radios,
antennas and/or cables, including testing to ensure proper operation and in preparation for Final
Testing (defined herein).
DocuSign Envelope ID: 487CCEOD-F72C-48E5-9AO7-5964057OF14F
iv. Installation (vehicles) — GTT will install, configure and test vehicle kits, computers, modems, radios,
antennas, cables and/or software, including testing to ensure proper operation and in preparation for
Final Testing.
v. Training (2 days, 1 trainer; includes travel) — GTT will provide two days of training at the Customer's
location. Customer may have an unlimited number of participants so long as they are employees or
representatives of Customer. Customer must provide the training room and any needed audio/visual
equipment.
vi. Engineering services — GTT will provide custom work if/when applicable and included in the Agreement.
2. "Ongoing Services" — as used herein, means the Services provided subsequent to Up -Front Services:
i. Hosting — GTT will install its software on a remote, secure, 3rd party server, to be accessed by
Customer and/or GTT as a service. All maintenance of the server is included. Fees for this service are
billed annually, quarterly or monthly, depending upon the payment terms outlined in the Agreement.
ii. Data collection and reporting — GTT will collect data, generate reports and publish as defined as
appropriate by GTT, or as agreed to in writing by the Parties.
iii. Monitoring and optimizing — GTT will monitor Customers' systems to ensure operational status. GTT
will also look for opportunities to optimize the system, which will be communicated to Customer as
applicable. To the extent outages are discovered, GTT will (or alert Customers as to the need to) deploy
resources to provide repair/replacement services locally. For avoidance of doubt, monitoring includes
reviewing data related to vehicles and intersections, but does not include outages that aren't managed
by GTT (e.g., customer -provided cellular connectivity).
iv. Repairs/replacements (intersections) — When outages occur, GTT will attempt to repair remotely if
possible and will deploy local resources to provide services when needed. Local resources will be GTT,
GTT's dealers, or other 3rd party resources approved and subcontracted by GTT.
v. Repairs/replacements (vehicles) — When outages occur, GTT will attempt to repair remotely if possible
and will deploy local resources to provide services when needed. Local resources will be GTT, GTT's
dealers, or other 3rd party resources approved and subcontracted by GTT.
vi. Cellular data — Machine to machine cellular connectivity. Provided by vendor of GTT's choice, but
contracted by GTT for the benefit of Customer.
vii. "Software Maintenance" — Provides Customer with access to the customer care center, defect fixes
and Software Updates.
viii. "Software as a Service" or "SaaS" — Hosted software made available as a Service to Customer by GTT,
where no perpetual license is granted.
THE INFORMATION ABOVE CONCERNING SERVICES IS INTENDED TO DEFINE ALL AVAILABLE
SERVICES OFFERED BY GTT, WHICH MAY OR MAY NOT BE INCLUDED IN THIS AGREEMENT. THE
FACT THAT SUCH DEFINITIONS ARE INCLUDED IN THE AGREEMENT IN NO WAY IMPLIES OR
IMPLICATES GTT TO PROVIDE SUCH SERVICES, UNLESS THE SERVICES ARE SPECIFICALLY
LISTED IN SCHEDULE A.
DocuSign Envelope ID. 487CCEOD-F72C-48E5-9A07-59640570F14F
E. "Services Completion" — is defined as the point at which individual Services have been delivered, as
determined and documented by GTT. Services Completion represents acceptance of the individual Services
delivered when Services Completion occurs.
F. "Final Testing" is the point at which the following can be confirmed and documented by GTT, or in the case of
delays caused by the Customer, 30 days from the date Services Completion occurred, whichever is sooner:
1. As applicable, the Products installed in all vehicles available for testing can send a request for priority
control to the Products installed in all intersections available for testing; and all Products installed in all
intersections available for testing can receive a request for priority control; and documentation of the
events can be provided to Customer.
2. As applicable, GTT's management software can connect with all intersections and vehicles available for
testing and documentation of the event can be provided to Customer.
G. "First Productive Use" is the point at which the following can be confirmed and documented by GTT, or in
the case of delays caused by the Customer or other third -parties not within the control of GTT, 30 days from
the date Service Completion occurred, whichever is sooner:
1. Services Completion has occurred.
2. Successful Final Testing has occurred.
H. "Order'— as used herein, means any written document, signed by the Customer, to purchase Products and/or
Services from GTT.
2. TERMS AND CONDITIONS. The Terms and Conditions in Schedule Bare hereby incorporated into this MSA and
made part thereof. The Terms apply to all purchases made by Customer, regardless of whether Customer is
purchasing, leasing or subscribing to Services. In the event any term or condition in the Terms conflicts with any
other term or condition of this MSA, the term or condition of this MSA shall control.
3. SALE OF GOODS AND SERVICES. To the extent Customer purchases Products and/or Services from GTT, the
details regarding such purchase are specifically set forth in the attached Schedule A, which attachment is hereby
incorporated into this MSA and made a part hereof ("Schedule A"). Specific terms, such as pricing, quantity and
the level of service(s) being provided, shall be as set forth in Schedule A. To the extent any subsequent purchases
or service offerings are requested by Customer, these additions will be added to the MSA by way of a subsequent
Schedule A, which will follow sequential order; for example, Schedule A-1, Schedule A-2 and so forth. GTT agrees
to use commercially reasonable efforts to perform the Services during the timeframe outlined within the Schedule
A, but reserves the right to extend that timeframe if necessary to complete the work.
4. TERM. The term of this MSA will begin on the Effective Date and will continue as set forth in Schedule A or until
the expiration of any subsequent schedules, whichever is longer.
5. INTELLECTUAL PROPERTY.
A. Definition of Intellectual Property. "Intellectual Property" shall mean all intellectual property and industrial
property rights and assets, however arising, pursuant to the laws of any jurisdiction throughout the world,
whether registered or unregistered, including without limitation any and all: (a) trademarks, service marks,
trade names, brand names, logos, trade dress, design rights and other similar designations of source,
sponsorship, association or origin, together with the goodwill connected with the use of and symbolized by
and all registrations, applications and renewals for, any of the foregoing; (b) works of authorship, expressions,
DocuSign Envelope ID: 487CCEOD-F72C-48E5-9A07-59640570F14F
designs and design registrations, whether or not copyrightable, including copyrights, author, performer, moral
and neighboring rights and all registrations, applications for registration and renewals of such copyrights; (c)
inventions, discoveries, trade secrets, business and technical information and know-how, databases, data
collections and other confidential information and all rights therein; (d) patents (including all reissues,
divisionals, provisionals, continuations and continuations -in -part, re-examinations, renewals, substitutions
and extensions thereof), patent applications and other patent rights and any other governmental authority -
issued indicia of invention ownership (including inventor's certificates, petty patents and patent utility models);
and (e) software and firmware, including data files, source code, object code, scripts, mark-up language,
application programming interfaces, architecture, files, records, schematics, computerized databases and
other related specifications and documentation.
Deliverables. The term "Deliverables" shall include only materials and services delivered to Customer by GTT
that are expressly identified in Schedule A or any subsequent schedules, if any ("Deliverables"). Unless
otherwise stated in Schedule A or any subsequent schedules, GTT owns and to the extent not owned, is
hereby assigned by Customer, all right, title and interest in all Deliverables including without limitation all
Intellectual Property in and to such Deliverables. Subject to the terms of this MSA, GTT grants a limited, non-
exclusive, royalty -free license to Customer to the Deliverables and GTT Intellectual Property related to the
Deliverables solely to extent and term necessary for Customer to use the Deliverables as contemplated under
Schedule A or the applicable subsequent schedules.
C. Trademarks. As may be required in this MSA, including Schedule A and subsequent schedules, GTT may
use the trademarks and trade names of Customer in connection with its provision of Services and/or other
business uses and Customer hereby licenses such trademarks and trade names to Customer for such
purposes.
6. INDEMNIFICATION.
A. Indemnification by Customer. Customer shall indemnify, defend and hold harmless GTT and its officers,
directors, employees, agents, representatives, subsidiaries, parents, affiliates, vendors, resellers,
independent contractors, successors and permitted assigns (collectively, "GTT Indemnified Parties") against
any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards,
penalties, fines, costs, or expenses of whatever kind, including reasonable attomeys' fees and attorneys' fees
and the costs of enforcing any right to indemnification under this MSA and the attorneys' fees and cost of
pursuing any insurance providers, incurred by GTT Indemnified Parties or awarded against GTT Indemnified
Parties relating to, arising out of, or resulting from: (1) any claim of a third party arising out of or occurring in
connection with Customer's gross negligence, willful misconduct, violation of any applicable law or regulation,
or breach of this MSA; or (2) the ownership, licensing, selection, possession, leasing, renting, operation,
control, use, maintenance, delivery, return, or other disposition of the Products or Services that results in any
personal injury, wrongful death, or property damage resulting in relation to the use of the Products or Services.
Indemnification by GTT. GTT shall indemnify, defend and hold harmless Customer and its officers, directors,
employees, agents, representatives, subsidiaries, parents, affiliates, vendors, resellers, independent
contractors, successors and permitted assigns (collectively, "Customer Indemnified Parties") against any and
all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards,
penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees and the costs
of enforcing any right to indemnification under this MSA and the cost of pursuing any insurance providers,
incurred by Customer Indemnified Parties or awarded against Customer Indemnified Parties relating to,
arising out of, or resulting from any claim of a third party arising out of or occurring in connection with GTT's
gross negligence, willful misconduct, violation of any applicable law or regulation, or breach of this MSA.
7. INTELLECTUAL PROPERTY INDEMNIFICATION.
4
DocuSign Envelope ID: 487CCEOD-F72C-48E5-9A07-59640570F14F
A. By GTT. GTT agrees to indemnify, hold harmless and defend Customer and its directors, officers, employees
and agents from and against all losses, liabilities, damages, claims and expenses, including reasonable
attorneys' fees and court costs, arising out of or relating to any claim by any third party unaffiliated with the
Customer alleging that: (i) Customer's use of the Products or Services in accordance with this MSA infringes
or violates the patent, copyright, trade secret, proprietary, or other Intellectual Property right of any such third
party. Should Customer's use of the Products or Services in accordance with the terms and conditions of this
MSA become, or in GTT's opinion be likely to become, the subject of such a claim described in the immediately
foregoing clause, then, Customer will permit GTT, at GTT's option and expense, either to: (1) procure for
Customer the right to continue its use in accordance with the terms and conditions of this MSA of the Products
and Services, (2) replace or modify the Products and Services so that Customer's use of the Products and
Services in accordance with the terms and conditions of this MSA no longer infringes or violates the Intellectual
Property rights of any third party, provided such replaced or modified Products and Services provides at least
substantially equivalent functionality and comparable performance characteristics in all material respects; or
(3) terminate this MSA (and all licenses granted hereunder), or any addenda or portion thereof (including
without limitation the license of specific software or lease of certain products) and Customer shall return the
non -conforming Products and Services and GTT shall refund the purchase price of such materially impacted
Products and Services. The cost of all return shipping to GTT is the sole responsibility of Customer.
Notwithstanding any provision herein to the contrary, GTT shall have no obligation or liability to Customer to
the extent any such third party claim of infringement or other violation of any Intellectual Property right of any
such third party is caused by the unlicensed use of the Products or Services by Customer, Customer's failure
to operate the Products or Services solely as a part of a system comprised entirely of GTT or GTT authorized
hardware and software, use of the Products or Services with software or hardware other than as intended.
By Customer. Customer agrees to indemnify, hold harmless and defend GTT and its directors, officers,
employees and agents from and against all losses, liabilities, damages, claims and expenses, including
reasonable attorneys' fees and court costs, arising out of or relating to any claim by any third party unaffiliated
with GTT relating to, arising out of, or concerning any infringement or misappropriation of the Intellectual
Property rights of a third party to the extent any such third party claim of infringement or other violation of any
Intellectual Property right of any such third party is not indemnified by GTT pursuant to Section 11.3.1 of this
MSA.
C. Indemnification Procedure. The Party seeking indemnification (the "Indemnified Party") shall notify the party
from which the Indemnified Party is seeking indemnification (the "Indemnifying Party") promptly after the
Indemnified Party receives notice of a claim for which indemnification is sought under this MSA, provided,
however, that no failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations
under this MSA except to the extent that it can demonstrate damages directly attributable to such failure. The
Indemnifying Party shall have authority to defend or settle the claim; provided however that the Indemnified
Party, at its sole discretion and expense, shall have the right to participate in the defense and/or settlement
of the claim and provided further, that the Indemnifying Party shall not settle any such claim imposing any
liability or other obligation on the Indemnified Party without the Indemnified Party's prior written consent.
8. GENERAL PROVISIONS.
A. Entire Agreement. This MSA, including any documents attached hereto and incorporated by reference,
supersedes any and all other prior agreements, understandings, negotiations, or communications, either oral
or in writing, between the Parties or their representatives and constitutes the entire understanding of the
Parties with respect to its subject matter. No form, invoice, bill of lading, shipping document, order, purchase
order, receipt or other document provided by either Party shall operate to supersede, modify or amend any
provisions of this MSA, even if either Party has initialed, signed or otherwise acknowledged such document
regardless of the timing of the execution or presentment in relation to the execution of this MSA, unless the
DocuSign Envelope ID: 487CCEOD-F72C-48E5-9AO7-5964057OF14F
document expressly states that it modifies or amends this MSA and is signed by authorized representatives
of both Parties. This MSA may not be modified, altered, or waived, in whole or in part, except in a writing
signed by the duly authorized representatives of the Parties hereto. In the event of any conflict between the
terms of the addenda, schedule, exhibits, terms and conditions or schedules, if any, to this MSA, the terms of
the conflicting provision in the addenda, schedule, exhibits, terms and conditions shall supersede the
conflicting terms in this MSA. Wherever possible, the terms of the addenda, schedule, exhibits, terms and
conditions or schedules, if any, to this MSA shall be read to be in addition to and not in conflict with, this MSA.
B. Notices. Written notices as required under this MSA shall be deemed to have been given or made on the
next business day when sent by the use of overnight courier, or on the fifth business day after deposit, postage
prepaid in the U.S. mail for certified or registered mail to the addresses of the Parties set forth at the beginning
of this MSA, Attention: LEGAL. The address for notice may be changed at any time by giving prior written
notice as above provided.
C. Effect of Waiver. The failure of either Party to insist on strict compliance with any of the terms, covenants or
conditions of this MSA by the other Party will not be deemed a waiver of that term, covenant or condition; nor
will any waiver or relinquishment of that right or power be for all or any other times.
D. Non -Solicitation. Each Party agrees during the term of this MSA and for a period of twelve (12) months
thereafter, it will not directly solicit for hire the employees of the other, without the written consent of the other
Party. Employees hired in response to general employment solicitations advertised in the usual and customary
manner by either Party shall be excluded from this provision.
E. Assignment. This Agreement shall be binding on the Parties and their successors and permitted
assigns. However, neither Party shall have the right to grant sublicenses hereunder or to otherwise assign,
alienate, transfer, encumber, or hypothecate any of its rights or obligations hereunder, in whole or in part, or
delegate any of its obligations hereunder to any person without the prior written consent of the other Party,
which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign its
rights or obligations in whole or in part under this Agreement to a wholly-owned subsidiary of its parent or to
an entity under common control, or pursuant to a merger, consolidation, reorganization or a sale of
substantially all of its assets; provided that the assigning Party shall provide written notice to the other Party,
which consent shall not be unreasonably withheld of any such assignment shall not relieve either Party of its
obligations under this Agreement and that the terms of this Agreement shall be performed and provided in the
same fashion and in the same manner as set forth herein.
SIGNATURE BLOCK FOLLOWS.
IN WITNESS WHEREOF, GTT and Customer agree to the terms and conditions of this MSA and have duly executed
this MSA as set forth below:
Global Traffic Technologies, LLC
CIY� /'�All•S
Signature:
Nicole Rennalls
Printed Name:
President, Global Traffic Technologie
Title:
12/22/2021
Date:
San Rafael, California
Signature: ..ti
Printed Nam c \hu�
Title: City Manager
Date: 1— I ( — ,
DocuSign Envelope ID: 487CCEOD-F72C-48E5-9A07-5964057OF14F
SCHEDULE A
STATEMENT OF WORK
Effective Date: Effective Date of MSA
For subscription or capital lease sales, the billing cycle will begin upon First Productive Use (defined herein),
however the amount invoiced will be prorated on a monthly basis ("Interim Rent") to the point of the
Commencement Date (defined herein), based on the number of vehicles and intersections deployed upon First
Productive Use. For the purpose of determining termination of this Schedule A, the term of this Schedule A will
not begin until the first day of the month following Services Completion (defined herein) for all Up -Front Services
(defined herein) for all vehicles and intersections ("Commencement Date"), unless otherwise agreed to by the
Parties in writing. For avoidance of doubt, Interim Rent will be invoiced monthly. For avoidance of doubt, all
vehicles and intersections added after the original Commencement Date will carry their own Commencement Date,
thus extending the term.
2. When included, intersection installation pricing assumes a standard configuration without complications. Not
included in this proposal are the following items, which will require additional cost: a) crushed conduit or any other
issues preventing cable from being installed, b) lane or road closures, c) police or other resources needed at the
installation area and/or d) other third -party costs not known at the time of the proposal.
3. Proposal assumes the intersection cabinets are in good working order and contain wiring diagrams. Vehicle
installation assumes standard installation and does not include: a) special mounting brackets, b) excess wiring
and/or c) swapping out previously installed (replacement) vehicle hardware.
Proposal excludes any activities associated with: a) traffic control plan, b) water pollution control plan, c)
changeable message signs/flaggers, d) permits/bonds/fees and/or e) removal/repair/replacement of concrete,
asphalt, conduits or wiring.
5. Customer agrees to accept all applicable hardware and software upon shipment, where shipment is defined as
the point at which hardware and/or software has been picked up from a GTT facility by the shipper ("Shipment")
for delivery to Customer or its designated 3rd party, however acceptance in no way relieves GTT from its obligations
as described in this Agreement or its product warranties.
Customer Care center phone support: GTT operates a Customer Care call center that is dedicated to supporting
all GTT customers, whether in or out of warranty. To access GTT's Customer Care, customers can dial 800-258-
4610 within the United States, or for callers outside of the United States, 651-789-7333. GTT's Customer Care
call center will use commercially reasonable efforts to provide technical or sales support, process warranty claims
and/or route calls to other GTT departments. For technical issues, a ticketing system is in place to track cases
through to resolution, escalating within the organization if/where necessary to ensure calls are resolved as quickly
as possible. Customer Care is not available to customers of GTT's software Products if such customer is not
current on its Software Maintenance.
Resolution Definition Response Time Resolution
Category _ _ Goal I Goal
7
DocuSign Envelope ID: 487CCEOD-F72C-48E5-9AO7-5964057OF14F
Immediate
Reported issue requires immediate attention.
Within 1 business
hour
Same business
day
Moderate
Reported issue requires attention within 1-2
Within same
2 business days
business days
business day
Minor
Reported issue requires attention when
Within 1 business
As feasible
convenient.
day
DocuSign Envelope ID: 487CCEOD-F72C-48E5-9AO7-5964057OF14F
Global Traffic Technologies
7800 Third Street North
Bldg 100
St. Paul MN 55128-5441
u5
San Rafael(CA) San Rafael (CA)
1375 Fifth Avenue
San Rafael CA 94901
Attn: Matthew Wlndrem
Back-office Components
Services
10429 9/14/2021
PCaaS
Direct Customer
9/14/2022
Emergency and Law S3 56
Enforcement
1 Opticom Central Platform - Base, Claud (peryear)
1 Project management
1 Setup, testing and verification
109 Data collection and reporting (per vehicle and Intersection, per year)
1 Monitoring and system maintenance (per year)
Miscellaneous
53 Configuration, Intersections (centralized)
53 Opticom Central Platform - (Miovision) Intersection Access Fee (per
Intersection, per year)
56 Whelan access fee
Please reference estimate number 10429 when submitting all purchase orders
Proposal Notes?
9
1 of2
DocuSign Envelope ID: 487CCEOD-F72C-48E5-9AO7-5964057OF14F
Quote assumes no additional intersection certification or design documents are required.
Quote does not Include formal site acceptance testing, unless otherwise noted.
Unless otherwise noted, GTrs PCaaS solution Includes one standard monthly report of system health. If custom reports are needed, they can be quoted
optionally.
Quote assumes any required controller configuration Is the responsibility of purchaser and configuration/programming is complete prior to fnal commissioning.
Quote assumes all management software will be hosted by GTT.
Quote assumes a VPN connecdon between the cloud -hosted Opticom centralized software application and the traffic network(s) of the targeted Intersections.
Quote assumes purchaser is responsible for network communication to the intersection controllers. Any troubleshooting of Issues due to purchaser -initiated
network changes will be billed on a time and materials basis.
Quote assumes all intersections Included in this quote are network -connected by the purchaser, with at least SMbps and maximum average latency of 200ms.
Quote assumes customer will provide a cellular modem with at least one network port for use by the Opticom system.
Quote assumes Intersection controllers are capable of receiving an NTCIP 1202/1211 preemption request from the opticom centralized system
Quote assumes Intersection controllers follow the NTCIP 1202/1211 standard, per the published specification.
Proprietary Implementations of NTCIP 1202/1211 or other protocols for network -based preemption requests are not Included In this quote.
Quote assumes that customer -provided modem is an approved GTT modem model and firmware version.
Quote assumes Cradlepoint ISR1700 vehicle modems will be provided by customer, and modems will support Opticom centralized platform.
Quote assumes customer will configure Cradlepolnt IBR1700 modems to provide necessary data to GTi cloud solution.
Quote assumes Mlovision device at all intersections.
General Notes:
To the extent this proposal is a "Budgetary Proposal," It Is to be used for Informatlonal purposes only and Is not Intended to be a binding contract between the
Parties. The prices provided In the Budgetary Proposal are estimates only and are based on information and pricing known as of the date of the Budgetary
Proposal.
For services, a signed Master Service Agreement ("MSA") must accompany the order. The terms and conditions that govern the MSA are available at http://
mvw.gtt.com/sales-terms/.
When Included, Intersection installation pricing assumes a standard configuration without complications. Not included in this proposal are the following items,
which will require additional fees: 1) crushed conduit or any other Issues preventing cable from being installed, 2) lane or road closures, 3) police or other
resources needed at the installation area, and/or 4) other third -party costs not known at the time of the proposal. Proposal assumes the Intersection cabinets are
In good working order and contain wiring diagrams.
Vehicle Installation assumes standard Installation and does not Include: 1) special mounting brackets, 2) excess wiring, and/or 3) swapping out previously
Installed (replacement) vehicle hardware.
Project management expenses can Increase in Instances where development, If required, is not fully scoped.
Proposal excludes any activities associated with: 1) traffic control plan, 2) water pollution control plan, 3) changeable message signs/flaggers, 4) permits/bonds/
fees, and/or 5) removal/repair/replacement of concrete, asphalt, conduits or wiring.
Quote does not Include any applicable travel expense. A budgetary"not exceed" price can be provided upon request if required.
2of2
10
DocuSign Envelope ID: 487CCEOD-F72C-48E5-9AO7-5964057OF14F
Global Traffic Technologies
7800 Third Street North
Bldg 100
St. Paul MN 55128-5441
u5
Direct Customer
°email f if 1 ._ Y7h Elm
San Rafael (CA) San Rafael (CA) 10429 9/14/2021c 9/14/2022
IEZ!'A—HIT Jilk'L—Eba-!i
1375 Fifth Avenue PCaaS 10
San Rafael CA 94901
Attn: Mattitew Windrem
Emergency and Law 53 56
Enforcement
Back-office Components
10 Opticom Central Platform - Base, Cloud (per year)
Services
1 Project management
1 Setup, testing, and verification
1,090 Data collection and reporting (per vehicle and intersection, per year)
10 Monitoring and system maintenance (per year)
Miscellaneous
53 Configuration, intersections (centralized)
530OpGcom Central Platform - (Mlovislon) Intersection Access Fee (per
Intersection, per year)
560 Whelen License Fee (per vehicle/month)
Please reference estimate number 10429 when submitting all purchase orders
Proposal Notes:
1.1
1 cf 2
DocuSign Envelope ID: 487CCEOD-F72C-48E5-9AO7-5964057OF14F
Quote assumes no additional Intersection certification or design documents are required.
Quote does not include formal site acceptance testing, unless otherwise noted.
Unless otherwise noted, GTT's PCaaS solution Includes one standard monthly report of system health. If custom reports are needed, they can be quoted
optionally.
Quote assumes any required controller configuration is the responsibility of purchaser and configuration/programming is complete pnor to final commission!ng.
Quote assumes all management software will be hosted by GTT.
Quote assumes a VPN connection between the cloud -hosted Opticom centralized software application and the traffic network(s) of the targeted intersections.
Quote assumes purchaser is responsible for network communication to the Intersection controllers. Any troubleshooting of Issues due to purchaser -initiated
network changes will be billed an a time and materials basis.
Quote assumes all Intersections Included In this quote are network -connected by the purchaser, with at least 5Mbps and maximum average latency of 200ms.
Quote assumes customer will provide a cellular modem with at least one network port for use by the Opticom system.
Quote assumes intersection controllers are capable or receiving an NTCIP 1202/1211 preemption request from the Opticom centralized system.
Quote assumes intersection controllers follow the NTCIP 1202/1211 standard, per the published specification.
Proprietary implementations of NTCIP 1202/1211 or other protocols for network -based preemption requests are not Included in this quote.
Quote assumes that customer -provided modem Is an approved GTT modem model and firmware version.
Quote assumes Cradlepoint IBR1700 vehicle modems will be provided by customer, and modems will support Opticom centralized platform.
Quote assumes customer will configure Cradlepoint IBRl700 modems to provide necessary data to GTT cloud solution.
Quote assumes Miovision device at all Intersections.
General Notes•.
To the extent this proposal Is a'Budgetary Proposal," it is to be used for Informational purposes only and Is not Intended to be a binding contract between the
Parties. The prices provided in the Budgetary Proposal are estimates only and are based on Information and pricing known as of the date of the Budgetary
Proposal
For services, a signed Master Service Agreement ( MSA") must accompany the order. The terms and conditions that govern the RISA are available at httpY/
www.gtt.com/sale5-terms/.
When Included, Intersection installation pricing assumes a standard configuration without complications. Not Included In this proposal are the following items,
which will require additional fees: l) crushed conduit or any other issues preventing cable from being Installed, 2) lane or road closures, 3) police or other
resources needed at the Installation area, and/or 4) other third -party costs not known at the time of the proposal. Proposal assumes the Intersection cabinets are
In good working order and contain wiring diagrams.
Vehicle Installation assumes standard Installation and does not Include: t) special mounting brackets, 2) excess wiring, and/or 3) swapping out previously
installed (replacement) vehicle hardware.
Project management expenses can Increase In Instances where development, if required, Is not fully scoped.
Proposal excludes any activities associated with: 1) traffic control plan, 2) water pollution control plan, 3) changeable message signs/Baggers, 4) permits/bonds/
fees, and/or 5) removal/repair/replacement of concrete, asphalt, conduits or wiring.
Quote does not Include any applicable travel expense. A budgetary "not exceed" price can be provided upon request if required.
2 of 2
12
DocuSign Envelope ID: 487CCEOD-F72C-48E5-9A07-59640570F14F
SCHEDULE B
OTHER TERMS AND CONDITIONS OF PRODUCTS AND SERVICES ("TERMS")
ACCEPTANCE OF TERMS. These Terms are applicable to the provision of any and all Products and Services,
provided by Global Traffic Technologies, LLC, Global Traffic Technologies Canada, Inc. ("GTT") or its subcontracts
to the Customer (hereinafter referred to a "Party" and collectively as the "Parties"). These Terms are applicable to
any Master Service Agreement ("MSA"), Schedule, quote, proposal and/or any documents incorporated by
reference herein ("Contract Documents"). These Terms and any Contract Documents are the complete and
exclusive statement of agreement between Customer purchasing Products and/or Services and GTT, unless
otherwise agreed to by the parties in a signed agreement. GTT expressly objects to and rejects any other terms
and conditions, including any additional or conflicting terms and conditions the Customer includes at any stage
during the Order process, including but not limited to, quotes, purchase orders, invoices and/or any other
documents submitted by Customer regarding an Order, unless otherwise set forth in the Contract Documents.
Customer's acceptance of Products and/or Services will constitute its acceptance of these Terms. GTT reserves
the right to update these Terms and any document referenced herein at any time.
2. ORDERS. A Party may request to amend an Order by requesting the change in writing and if such request results
in an Order being changed, such change will be documented by GTT issuing a written document, which must be
accepted and signed by the Customer and may result in additional fees. All Orders are final and may not be
cancelled, returned, or exchanged, except as provided herein.
3. PRICE, BILLING AND PAYMENT. GTT reserves the right to change the pricing for any Product and/or Service
at any time by providing written notice to Customer at least sixty (60) days prior to the change, unless otherwise
stated in the Contract Documents.
A. If applicable, the fees for Software Maintenance will be calculated annually at fifteen -percent (15%) of the
then current list price of the Software license(s).
B. Unless otherwise indicated by GTT, prices are exclusive of and Customer agrees to pay all foreign, federal,
state, local excise, sales, use, personal property or any other taxes or duties, except taxes based on GTT's
income. If GTT does not collect such amounts from Customer and is later requested or required to pay the
same to any taxing authority, Customer will promptly pay GTT or such taxing authority if requested by GTT.
Customer must provide any certificates or other evidence of applicable exemptions to any taxes or duties to
GTT prior to invoicing or GTT will charge such taxes or duties to Customer.
C. GTT does not represent its prices are equal to or lower than prices charged to other customers, or its prices
are comparable to prices offered by any third party. However, GTT hereby agrees that should the total
published list price for the Products, Software and Services (as defined herein) decrease during the duration
of this contract from the total price agreed to by the Parties herein, the Parties may, at the discretion of GTT,
renegotiate the remainder of the term of the Annual Subscription Total as set forth in Schedule A. For
Customers in the United States and Canada, payment is due within (thirty) 30 days of the date of GTT's
invoice, unless otherwise agreed to in writing by GTT; provided however, GTT may require payment in
advance if in GTT's reasonable opinion, Customer's financial condition calls for pre -payment. Payment is
required in advance for all other Customers. GTT may assess a monthly service charge of one and one-half
percent (1.5%) on overdue accounts. Customer will pay any collection costs incurred by GTT to collect
payment from Customer, including reasonable attorneys' fees.
13
DocuSign Envelope ID: 487CCEOD-F72C-48E5-9A07-59640570F14F
D. If Customer fails to make timely payments, has a receiving order in bankruptcy made against it, makes any
arrangement with its creditors, or has a receiver appointed, GTT may, without prejudice to its other rights,
demand immediate payment of all unpaid accounts, suspend further deliveries and/or cancel all Orders
without liability. Payments are not subject to setoff or recoupment for any claim Customer may have.
4. DELIVERY. GTT will make commercially reasonable efforts to ship Products within sixty (60) days of receipt of an
Order, however, delivery dates are approximate and GTT is not be liable for any damages or costs resulting from
delays in delivery. If GTT deems necessary, Orders may be partially shipped and partially backordered, unless
otherwise agreed upon in writing by the Parties.
A. Sales within U.S./Canada. GTT will arrange for transportation of all Products and GTT will bear any expenses,
including routing, handling, packaging and additional freight charges, unless Customer furnishes special
transportation instructions that result in expenses beyond what GTT would normally provide.
B. Sales outside of U.S./Canada. Customer will arrange and provide for transportation of all Products from GTT's
facility(ies) at Customer's cost. Customer is the importer of record and will furnish all consular and customs
declarations and eis responsible for any expenses, including but not limited to, additional export packing fees,
export duties, licenses, fees and any applicable taxes. Customer may not re-export the Product or items which
incorporate the Product if such re-export would violate applicable export laws.
C. Title and Risk of Loss. Products are deemed accepted upon shipment. Title and risk of loss or damage to the
Products or any part of the Products will pass to Customer upon shipment and Customer will be responsible
for filing any damage claims with the carrier.
D. Inspection of Products. Customer is responsible for inspecting and filing any claims for Product loss or
damage directly with GTT's Customer Care Center or the carrier within ten (10) days of delivery, unless
otherwise specified by the carrier. All claims must be based on a complete inspection of the shipment and
include any documents applicable to the claim. If Customer timely notifies GTT of any Product loss or damage,
GTT may, in its sole discretion (i) replace the Product or (ii) issue a credit or refund for the price of the Product.
Customer acknowledges and agrees that the remedies set forth in these Terms are Customer's sole and
exclusive remedies for the loss or damage of Products.
5. SOFTWARE.
A. Federal Government End User. This Section applies to all acquisitions of this Software by or for the federal
government, or by any prime contractor or subcontractor (at any tier) under any contract, grant, cooperative
agreement or other activity with the federal government. The government hereby agrees that the Software
qualifies as "commercial" computer software within the meaning of the acquisition regulations applicable to
this procurement. The terms and conditions of this Agreement shall apply to the government's use and
disclosure of this Software and shall supersede any conflicting contractual terms and conditions. If this
Agreement or the license granted hereunder fails to meet the government's needs or is inconsistent in any
respect with federal law, the government agrees to return the Software, unused, to GTT.
B. Customer Responsibility. Customer is solely responsible for all actions taken by Customer, its employees,
agents and others accessing or using the Software. Customer is solely responsible for all necessary software,
hardware, Internet connection and network and all other equipment and services necessary to access and
use the Software.
C. Software Performance and Limited Warranty. GTT represents and warrants that the Software will substantially
conform in all material respects to and perform substantially in accordance with its documentation and these
Terms and/or any Contract Documents for a period of one (1) year from the date the Order was placed,
14
DocuSign Envelope ID: 487CCEOD-F72C-48E5-9AO7-5964057OF14F
provided that: (i) Customer gives GTT written notice of any claimed breach of this warranty while this warranty
is in effect; (ii) any such breach is not, in GTT's reasonable opinion, a result of any modification of or damage
to the Software or its operating environment by any party other than GTT or a party acting under GTT's control
or direction; and (iii) Customer is in compliance with these Terms. For any breach of the foregoing warranty,
Customer's sole and exclusive remedy shall be as follows: (a) GTT will endeavor to repair or replace the non-
conforming Software within thirty (30) days, or such longer period as the parties may mutually agree, such
that the Software conforms to the foregoing warranty; or (b) if GTT is unable to repair or replace the non-
conforming Software within such period such that the Software conforms to the foregoing warranty, either
party may terminate this Agreement (and all licenses granted hereunder), Customer shall return the non-
conforming Software and GTT shall refund the license fee paid hereunder less depreciation calculated on a
five-year straight-line basis. GTT's warranty (including without limitation any extended warranty) applies
solely to the Software and it documentation as it existed at the time of installation and warranties covering
any follow-on versions, all updates, or upgrades are subject to a further written agreement by the Parties.
D. Viruses and Disabling Codes. GTT represents and warrants that to the best of GTT's knowledge, the Software
shall not contain viruses, worms, or spyware (collectively, "Malicious Code"); provided, however, that,
notwithstanding the foregoing, Customer acknowledges and agrees that GTT reserves the right to remotely
prevent access to and/or use of the Software in the event that (i) GTT becomes aware, from Customer or
otherwise, of unauthorized access or use of the Software by any third party, or (ii) this Agreement is
terminated. Notwithstanding any provision of this Agreement to the contrary, in no event shall GTT be in
breach of the warranty set forth above if, at the time any Malicious Code was introduced into the Software,
GTT employed commercially -reasonable measures, consistent with the standards of GTT's industry, to detect
such Malicious Code in order to prevent its introduction into the Software.
Audit Rights. Customer shall, while using GTT's Products and Services and for one year thereafter, keep true
and accurate accounts and records in sufficient detail to enable an audit of the manner and extent of the use,
sublicensing, transfer, or other disposition of the licensed Software, its derivatives, or any product or service
based upon or incorporating or using all or portions of the Software to confirm Customer's compliance with
the Terms and/or any Contract Documents. At the reasonable request of GTT, but no more than once per
year, unless there is a reasonable suspicion of a breach of these Terms and/or any Contract Documents,
Customer shall allow GTT to inspect and audit such information and Customer facilities as is necessary to
ensure Customer's compliance with these Terms.
F. Software Upgrades. GTT hereby represents and warrants that in the event that updated versions of the
Products, Software and or Services as defined herein are realesed by GTT, at GTT's discretion, Customer's
Product's, Services and or Software will be upgraded.
HAZARDOUS MATERIALS. Customer acknowledges that certain materials provided by GTT may be considered
hazardous materials under various laws and regulations. Customer agrees to familiarize itself (without reliance on
GTT, except as to the accuracy of special safety information furnished by GTT), with any hazards of such
materials, their applications and the containers in which such materials are shipped and to inform and train its
employees and customers to such hazards. Customer will hold GTT harmless against any claims by its agents,
employees or customers relating to any such hazards, except to the extent such claims arise solely and directly
from GTT's failure to meet its written specifications or the inaccuracy of safety information furnished by GTT.
WARRANTY. GTT warrants its Products in accordance with its limited warranty, available at
www.gtt.com/supporUwarranty-repair and as otherwise provided herein. GTT warrants all Services will be
performed in a professional and workmanlike manner in accordance with applicable industry standards, in the
event that any Product fails to conform to the terms of GTT's warranty, the sole and exclusive remedy shall be
limited to the return of the non -conforming Product to GTT for repair or replacement of the non -conforming
components, as determined by GTT in its sole discretion. The cost of return shipping to GTT is the responsibility
15
DocuSign Envelope ID: 487CCEOD-F72C-48E5-9AO7-5964057OF14F
of the Customer. All claims for non-conformance are returned to GTT All claims for non-conformance or breach of
warranty shall be deemed waived, unless the non -conforming components are returned to GTT within 30 days of
discovery of the alleged non-conformance.
THESE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTY ARISING OUT
OF A COURSE OF DEALING OR PERFORMANCE, CUSTOM OR USAGE OF TRADE AND NON -
INFRINGEMENT. IN ADDITION TO THE EXCLUSION OF AFORMENTIONED WARRANTIES, SERVICES, ARE
PROVIDED "AS IS" AND GTT DOES NOT WARRANT THE SERVICES WILL MEET CUSTOMER'S
REQUIREMENTS, BE UNINTERRUPTED, OR BUG OR ERROR -FREE. NO EMPLOYEE OR AGENT OF GTT,
OTHER THAN AN OFFICER OF GTT BY WAY OF A SIGNED WRITING, IS AUTHORIZED TO MAKE ANY
WARRANTY IN ADDITION TO THE FOREGOING. EXTENDED WARRANTIES MAY BE AVAILABLE UPON
REQUEST.
LIMITATION OF LIABILITY. IN NO EVENT WILL GTT BE LIABILE FOR ANY SPECIAL, INDIRECT,
CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, WHETHER ASSERTED IN TORT, CONTRACT,
WARRANTY, STATUTORY OR OTHER THEORY OF LIABILITY. GTT SHALL ALSO NOT BE LIABLE FOR ANY
PERSONAL INJURY, WRONGFUL DEATH OR PROPERTY DAMAGES CAUSED BY OR ARISING FROM ANY
ALLEGED DEFECT, NON-CONFORMANCE, OR FAILURE OF ITS SYSTEMS TO FUNCTION, OPERATE OR
PERFORM, WHETHER ASSERTED IN WARRANTY, CONTRACT, TORT OR OTHER THEORY OF LIABILITY.
IN ANY EVENT, GTT SHALL BE SOLEY LIABLE FOR ACTUAL DAMAGES CAUSED BY GTT'S BREACH AND
GTT'S TOTAL LIABILITY HEREUNDER, REGARDLESS OF THE LEGAL THEORY, WILL NOT EXCEED THE
AMOUNT PAID TO GTT PURSUANT TO THE RESPECTIVE ORDER FOR PRODUCTS AND SERVICES IN
THE ONE YEAR IMMEDIATELY PRECEDING THE START OF THE EVENT GIVING RISE TO THE CLAIM. IN
NO EVENT WILL GTT BE REQUIRED TO INDEMNIFY CUSTOMER OR ANY OTHER PARTY. NO ACTION,
REGARDLESS OF FORM, ARISING OUT OF OR ALLEGING EITHER A BREACH OF ANY WARRANTY OR A
BREACH OF ANY CONTRACTUAL TERM OR LEGAL DUTY BY GTT MAY BE BROUGHT MORE THAN ONE
YEAR AFTER THE CAUSE OF ACTION ACCRUES.
9. SUSPENSION. Without waiving any other rights or remedies, GTT may suspend performance hereunder and/or
under any Order or other contract if: (i) Customer fails to pay any invoice within sixty (60) days from the invoice
date; (ii) GTT reasonably believes Customer's use of the Products or Services may violate any applicable law,
rule or regulation, or infringes upon third party rights; or (iii) GTT is entitled to terminate this Agreement for cause.
10. PROPRIETARY RIGHTS. GTT and its licensors will retain all intellectual property rights to the Products and
Services, including without limitation, all designs, drawings, patterns, plans, specifications, technology, technical
data and information, technical processes and business methods, whether patentable or not, arising from the
provision of Products and/or Services to Customer, including GTT rendering engineering services to and designing
systems and goods for Customer's use. Customer agrees not to enforce against GTT or GTT's customers any
patent rights that include any system, process or business method utilizing or otherwise relating to the Products
and/or Services.
11. RESALE. Customer, by placing and Order and accepting these Terms, hereby expressly agrees, acknowledges,
represents and warrants to GTT that Customer is purchasing the Products and Services for its own internal
business use and not for resale and in the event Customer breaches the foregoing by selling the Products or
Services that are the subject of the Order. Notwithstanding the foregoing, nothing in this Terms is intended to
restrict a Customer that is an authorized GTT dealer, contractor, or original equipment manufacturer from reselling,
if such Customer is authorized to do so pursuant to GTT's acceptance of an Order.
16
DocuSign Envelope ID: 487CCEOD-F72C-48E5-9A07-59640570F14F
12. COMPLIANCE WITH LAWS/ANTI-CORRUPTION. Customer will fully comply with all applicable laws, rules and
regulations, including without limitation, those of the United States and any and all other jurisdictions globally
("Laws") that apply to Customer's activities in connection with an Order. Specifically, Customer must comply with
all Laws relating to anti -corruption, bribery, extortion, kickbacks, or other similar matters that are applicable to
Customer's business activities in connection hereunder and/or with any Orders or the Contract Documents,
including without limitation the U.S. Foreign Corrupt Practices Act and the UK Bribery Act. Customer will take no
action that may cause Customer, GTT, or their affiliates to violate any Laws.
A. Products and Services will comply with applicable federal legal requirements in the United States and Canada.
If they must comply with any additional legal requirements, such as a state or local municipality, or another
country, Customer is solely responsible for identifying all such requirements to GTT in writing.
13. CONFIDENTIAL INFORMATION. As used herein, "Confidential Information" means all information of a party
("Disclosing Party"), obtained by or disclosed to the other party ("Receiving Party") that by its nature would
reasonably be considered as confidential or is identified as confidential by the Disclosing Party.
A. Confidential Information excludes information that: (a) is or becomes public knowledge through no fault of
Receiving Party; (b) was in Receiving Party's possession before receipt from Disclosing Party; (c) is rightfully
received by Receiving Party from a third party without any duty of confidentiality; (d) is independently
developed by Receiving Party without reference to or use of Confidential Information; or (e) is related to the
terms and conditions of this Agreement and is disclosed by GTT to an authorized GTT dealer in the course of
normal business operations, provided that said dealer was involved in the sales process pertaining to this
Agreement..
Receiving Party Obligations. The Receiving Party agrees (i) not to use Confidential Information of Disclosing
Party other than in furtherance of the Order; (ii) to hold Confidential Information of the Disclosing Party in
confidence and to protect the Confidential Information using the same degree of care it uses to protect its
own Confidential Information but in no event with less than reasonable care and to restrict disclosure of the
Confidential Information to its employees and agents who have a "need to know'; and (iii) Confidential
Information of Disclosing Party may be disclosed in response to a valid court order or other legal process
only to the extent required by such order or process and only after the Receiving Party has given the
Disclosing Party written notice of such court order or other legal process promptly, if allowed by law and the
opportunity for the Disclosing Party to seek a protective order or confidential treatment of such Confidential
Information. Upon Disclosing Party's request, Receiving Party will return Confidential Information to
Disclosing Party or destroy the same if requested by Disclosing Party. Receiving Party agrees its breach of
this section may cause irreparable damage and Disclosing Party may seek equitable remedies, in addition
to other remedies hereunder or at law.
14. GOVERNING LAW; VENUE; ACTIONS; ATTORNEYS FEES. The Order and these Terms will be governed by
and construed in accordance with the laws of the State of Minnesota without regard to conflicts of laws
provisions. The parties consent to the sole and exclusive venue and jurisdiction of the federal and state courts
situated in or having jurisdiction over Ramsey County, Minnesota. The United Nations Convention on Contracts
for the International Sale of Goods will not apply. Customer must commence all actions relating to an Order
within one (1) year from the initial date of occurrence of the event giving rise to any claim or such claim will be
forever barred. If GTT substantially prevails in any dispute, Customer will pay all reasonable costs incurred by
GTT, including but not limited to collection costs, attorneys' fees and costs of legal action.
15. FORCE MAJEURE. GTT will not be liable for damages of any kind resulting from any delays in performance, in
whole or in part, or any loss, damage, cost or expense, including any loss or damage to the Product that may
prevent GTT from performing any obligations hereunder, resulting from causes beyond its reasonable control,
such as acts of God, fire, strikes, epidemics, embargos, acts of government, war, riots, vandalism, theft, delays in
17
DocuSign Envelope ID: 487CCEOD-F72C-4aE5-9AO7-5964057OF14F
transportation, difficulties in obtaining necessary labor, materials, or manufacturing facilities or other similar
causes ("Force Majeure Event"). In such event, the Party delayed will promptly give notice to the other Party. In
the event of a delay, the Parties, through mutual agreement, may: (a) extend the time for performance for the
duration of the Force Majeure Event, or (b) cancel all or any part of the unperformed part of the Order if such Force
Majeure Event exceeds sixty (60) days. If GTT's costs are increased as a result of such Force Majeure Event,
GTT may increase pricing upon written notice to Customer.
GTT reserves the right to charge Customer reasonable, additional fees that occur as a result of: 1) a report of an
outage or disruption that is later determinied to be unrelated to GTT's Products or Services and/or 2) Services or
Product replacements that become necessary as a result of loss or damage due to Customer's (or Customer's
other suppliers') removal of Products or negligence.
16. TECHNOLOGY REQUIREMENTS.
A. If GTT's North American variant has been requested, Customer acknowledges that North American radio
equipment is certified to North American standards (e.g., the FCC) and not international standards (e.g.,
ETSI). Customer has specifically requested the North American variant and accepts all responsibility for
obtaining the necessary waivers from the appropriate agencies in the country in which the equipment will be
operated, before the equipment is installed and/or made operational; and purchaser accepts all associated
liability for not doing so.
B. Customer is responsible for ensuring that the traffic infrastructure, including the traffic controller, is compatible
with the Products.
1. When integration services are proposed (for transit applications), integration assumes: a) route and run
information is available on the vehicle via J-1708 or RS485, whenever driver updates either the route or
run; schedule data is available in standard GTFS format via an IP portal accessible to the Opticom Central
Management Software (CMS); b) connectivity is available to all transit vehicles. If any of the preceding is
not available, pricing for integration services may be affected.
C. In instances where GTT is providing PCaaS or any ongoing services requiring remote access, GTT assumes
the presence of and access to a customer -provided connectivity network for remote access to intersections
and vehicles, unless a GTT -provided cellular data plan has been included amongst the listed services.
17. MISCELLANEOUS. If any provision of these Terms to any extent is declared invalid or unenforceable, the
remainder of these Terms will not be affected thereby and will continue to be valid and enforceable to the fullest
extent permitted by law. Any modifications hereto must be in writing and signed by both parties. GTT's failure to
strictly enforce any of these terms will not be considered a waiver of any of its rights hereunder. Neither Party will
assign this these Terms nor any of its obligations hereunder without the prior written consent of the other Party,
except in the case of a reorganization, merger, acquisition, or sale of substantially all its assets. These Terms will
be binding on and inure to the benefit of each Party's successors and assigns. The termination or expiration of
any Order and/or any the Contract Documents, will not affect the survival or continuing validity of any provision
that expressly or by implication is intended to continue in force after such termination or expiration.
18. SERVICES. Customer is responsible for Up -Front Services and Ongoing Services, unless such services are
included in the Order or a subsequent Order. Prices for Up -Front Services and Ongoing Services are charged at
the then -prevailing rates, unless otherwise agreed to in writing in the Contract Documents. Services excludes
integration of GTT's Products with third party products, unless otherwise agreed to in writing by GTT. Customer
is responsible for any delays due to failure to comply with its portion of any applicable project plan related to
Services.
18
DocuSign Envelope ID: 487CCEOD-F72C-48E5-9AO7-5964057OF14F
A. Ongoing Services required due to the following are excluded and subject to an additional fee: (1) modification
of Products or Services without GTT's written consent; (2) use of parts and/or supplies not approved by GTT
for use with the Products or Services; (3) misconduct, accident, neglect or misuse; (4) failure of installation
site to conform to GTT's applicable specifications; (5) failure or inadequacy of electric power, humidity or air
control; (6) failure to follow operating procedures provided by GTT; (7) Customer's failure to ensure that the
traffic infrastructure, including the traffic controller, is compatible with the Products; and (8) service or
maintenance performed by an unauthorized representative of GTT.
B. GTT's performance of Ongoing Services at its expense, is contingent upon the Customer: (1) exercising
reasonable care in the operation of the Products; (2) operating the Product within GTT's published
specifications; (3) maintaining the Product in conformance with GTT's maintenance standards; (4) properly
maintaining the operating environment; and (5) providing necessary utility services for use of the Product in
accordance with accompanying specifications.
C. Customer acknowledges that it is aware that in order to install Products and perform Services it may be
necessary to drill holes and/or connect to a vehicle's electrical system and/or traffic cabinet's electrical system
and agrees that GTT shall not be liable for any costs, expenses or damages arising from such work.
19. REPLACEMENT PARTS. In performing PCaaS services, GTT reserves the right to use replacement parts that are
new, refurbished or equivalent in performance to new parts, at no extra charge to Customer. Parts being replaced
will be the property of GTT. Customer acknowledges certain parts may be subject to discontinuance by the
manufacturer, in which event GTT's obligation will be limited to making reasonable efforts to replace such
discontinued parts with an equivalent part.
20. DATA. Customer warrants that it has sufficient rights, title and interests in and to all means of information, data
and/or files Customer transmits or uploads to or stores on any environment, in connection with its use of the
Products or Services ("Customer Data"). Customer will not transmit or upload any personally identifiable
information and will be solely responsible for the security of such information. GTT may view, store, copy, delete
or otherwise process any Customer Data to provide the Products and/or Services to Customer and unless
prohibited by law, GTT may also collect, analyze and otherwise use anonymized versions of Customer Data for
its own business purposes.
21. SUPPORT. GTT will provide helpdesk support during GTT's normal business hours, which are 8:00 am to 5:00
pm central time, Monday through Friday, excluding holidays.
A. Warranty Support. Contact your authorized Opticom dealer, or contact GTT technical service at 800-258-4610
or download a warranty & services request form at www.gtt.com. Outside of the United States, please contact
our headquarters in St. Paul, MN at 651-789-7333 for assistance in locating an authorized repair facility
servicing your country.
22. TERMINATION. Either party may terminate the Services for cause immediately upon written notice if the other
party is in material breach of these Terms, any schedules and/or Contract Documents and fails to cure within
thirty (30) days of receipt of a written demand to cure, or if the other party (a) is liquidated, dissolved, or
adjudged to be in a state of bankruptcy or receivership, (b) is insolvent, unable to pay its debts as they become
due, makes an assignment for the benefit of creditors or takes advantage of any law for the benefit of debtors,
(c) ceases to conduct business for any reason on an ongoing basis, leaving no successor in interest or (d) for
convenience, in which case Customer will be responsible to pay GTT for all Product and Services delivered, all
costs incurred by GTT that have not yet been amortized and any other operating expense incurred by GTT that
are specifically applicable to this Agreement.
19
DocuSign Envelope ID: 487CCEOD-F72C-48E5-9A07-59640570F14F
23. OTHER. GTT reserves the right to publicly disclose Customer as a customer of GTT, without the need for
additional approval by Customer. Notwithstanding, case studies, personnel quotes and other references to
Customer will require explicit permission by Customer.
20
(1p,1 RAP
Z 2
yo
C`�rY W 1 T H ;"
CONTRACT ROUTING FORM
INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below.
TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER:
Contracting Department: Public Works
Project Manager: Iman Kayani for RR
Contractor Name: Global Traffic Technologies
Contractor's Contact: Christian Brewer
Extension: 3352
❑ FPPC: Check if Contractor/Consultant must file Form 700
Contact's Email: christian.brewer@gtt.com
Step
RESPONSIBLE
DESCRIPTION
COMPLETED
REVIEWER
DEPARTMENT
DATE
Check/Initial
1
Project Manager
a. Email PINS Introductory Notice to Contractor
Click here to
❑
enter a date.
b. Email contract (in Word) and attachments to City
1/5/2022
Attorney c/o Laraine.Gittens@cityofsanrafael.org
❑X IKK
2
City Attorney
a. Review, revise, and comment on draft agreement
Click here to
and return to Project Manager
enter a date.
❑
b. Confirm insurance requirements, create Job on
Click liere to
PINS, send PINS insurance notice to contractor
enter a date.
❑
3
Department Director
Approval of final agreement form to send to
1/5/2022
❑x BG
contractor
Forward three (3) originals of final agreement to
4
Project Manager
12/22/2021
NX IKK
contractor for their signature
5
Project Manager
When necessary, contractor -signed agreement
❑ N/A
agendized for City Council approval *
*City Council approval required for Professional Services
❑X IKK
Agreements and purchases of goods and services that exceed
Or
$75,000; and for Public Works Contracts that exceed $175,000
12/20/2022
Date of City Council approval
PRINT
CONTINUE ROUTING PROCESS WITH HARD COPY
6
Project Manager
Forward signed original agreements to City
1/5/2022
IKK
Attorney with printed copy of this routing form
7
City Attorney
Review and approve hard copy of signed
11-7
��
n�
}�
agreement
8
City Attorney
Review and approve insurance in PINS, and bonds
I
(for Public Works Contracts)
/ %/�Z�
9
City Manager/ Mayor
Agreement executed by City Council authorized
Z L,
I/,((
official
10
City Clerk
Attest signatures, retains original agreement and
forwards copies to Project Manager