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Home My WebLink AboutPW Traffic Camera Services 2025Quote Q-37638 Version Q-37638-20241213-1251 Miovision Technologies Incorporated 137 Glasgow Street, Suite 110 Kitchener, ON N2G 4X8 Tax ID #831042346 Account Executive: Joseph Lubliner jlubliner@miovision.com Shipping Contact: Joanna Kwok joanna.kwok@cityofsanrafael.org Customer Name: City of San Rafael (CA) Date: 12/13/2024 Valid Until: 12/23/2024 Currency: U.S. Dollar Payment Term: Net 30 Billing Term: Custom Billing Terms Upon approval, invoice with split billing. first payment net-30 and second payment net 210. This is to allow the City to use renewal funding this fiscal year and pay the balance in August when the new fiscal year rolls over. Shipping Term: FOB Shipping Point Bill To Ship To City of San Rafael (CA) Public Works Dept. P.O. Box 151560 San Rafael, California 94901 United States City of San Rafael (CA) City of San Rafael Public Works – Traffic Division 111 Morphew Street San Rafael, California 94901 United States Product Name Start Date (yyyy-mm-dd) End Date (yyyy-mm-dd) Term (Months) Annual Price Price Qty Total Miovision Counts 2024-11-28 $3,375.00 56 $189,000.00 Subtotal (Net) : USD 189,000.00 Tax : USD 17,482.50 Total : USD 206,482.50 Move from subscription to perpetual software license of Miovision Counts. Counts includes Intersection Monitoring, 4G LTE communications to access Miovision applications, and Base Level ATSPMs. The Order will have split billing with 50% paid net30 and 50% paid on Net 210 terms The Customer hereby agrees to order the products outlined above at the prices indicated, and acknowledges it has read, understands and agrees to be bound by the terms and conditions outlined at: https://miovision.com/legal/msa For customers paying by credit card, a Miovision accounts receivable representative will contact you by phone to obtain credit card details. Please note that in order to complete payment the Miovision representative will require you to provide the applicable Quotation reference number. DS_Customer_Date DS_Customer_Name DS_Customer_Signature Date: Name: Signature: Canada remit to: Miovision Technologies Incorporated 137 Glasgow St., Suite 110, Kitchener, Ontario, N2G 4X8, Canada GST# 831042346 QST# 122032762 TIN# 98-0588774 United States remit to: Miovision Technologies Incorporated PO Box 675431, Detroit, Michigan, 48267-5431, United States Bank Details CDN Royal Bank of Canada, 180 Wellington Street West, Toronto, Ontario, M5J 1J1 BankID, Transit # 003,06019 Swift: ROYCCAT2 Account: 1025444 Routing #:000306019 Bank Details USD Comerica Bank, 226 Airport Parkway, Suite 100, San Jose, California, 95110 ABA/Routing Number: 121-137-522, Account Number: 1895-73030-5, Account Type: Commercial Checking, Swift Code: MNBDUS33 Page 1 of 3 Cristine Alilovich (Mar 4, 2025 11:30 PST) Cristine AlilovichMar 4, 2025 Cristine Alilovich Page 2 of 3 Professional Services Statement of Work Q-37638 This Statement of Work (“SOW”) describes the services (“Professional Services”) to be performed by Miovision Technologies Incorporated (or a Miovision affiliate, collectively referred to herein as “Miovision”) and provided to the Customer (as further described in the Quotation) as Deliverables. For the purposes of this SOW, “Deliverables” means any and all reports, or other outputs provided by Miovision to Customer in relation to the applicable Services or Professional Services as may be further described in the applicable SOW or Change Order. The parties agree that this SOW is incorporated by reference into the Miovision quotation bearing Quotation number Q-37638 (collectively the “Agreement”). Capitalized words not defined herein shall be given the definition attributed to it in the Agreement. This SOW shall commence on the date that it is signed by Miovision and the Customer (the “SOW Effective Date”). Page 3 of 3 1.Description of Professional Services.During the Term,Miovision shall provide one or more of the following Professional Services as further described in the Agreement: a.Traffic Optimization:Data collected from Miovision systems will be analyzed for traffic patterns and performance in order to develop insights on how to solve common problems. This includes “Citizen Complaints”, “Before-and-After”, “Safety and Optimization”, “Coordination & Simulation”. Customer will also receive coaching and a best practices knowledge transfer tailored to Customer’s needs and use of Miovision Products. b.Data Science:Tailored Miovision insights reports and data visualizations will be developed to help Customer view and present findings & recommendations specific to Customer’s needs. This includes “Intersection Health”, “Safety Profile”, “Traffic Network Performance” and Custom Data Integration. c.Implementation Services Initial setup, configuration and basic training of Miovision Products. d.Training:Miovision led training and enablement sessions for our products and services. PS20 PS40 PS100 Description PS20, PS40, and PS100 are subscription contracts that provide a bundle of service hours Bundle of Hours 20 40 100 Traffic Management Citizen complaints ✔✔✔ Before-and-After ✔✔✔ Safety ✔✔✔ Optimization, Coordination & Simulation ✔✔✔ Data Sciences Custom Data Impor ts ✔✔✔ Custom Analytics & Insights ✔✔✔ Implementation Initial setup, configuration and basic training of Miovision products and services Per Intersection Training Miovision led training and enablement sessions for our products and services Per Organization, Per Day 2.Pricing and Payment Terms. a.The Professional Services described in this SOW will be provided as a subscription service or one-time fee pursuant to the fees and payment terms set forth in the Miovision quotation or other documentation referencing this SOW.Customer shall not receive or be entitled to receive any credit or refund for any Professional Services not used during the applicable Term. b.Change Orders:Any additional requirement(s)or deviations from the Professional Services described in this SOW will be considered outside of the scope of Deliverables and must be ordered through a separate SOW or through a change order to this SOW (“Change Order”)signed by both Miovision and the Customer.A Change Order may result in additional costs to the Customer. 3.Expenses. No expenses will be charged to the Customer under this SOW and the Customer will not incur any expenses on behalf of Miovision. 4.Scheduling and Term. a.This SOW is for an initial term of one year from the SOW Effective Date (“Term”). Any Professional Services hours not used by the Customer will expire at the end of the Term. b.Customer will assign a Project Manager for the duration of the Term who will coordinate availability of Customer personnel as is reasonably required for the delivery of the Professional Services and Deliverables. Miovision and Customer will meet on a quar terly cadence to determine the intended scope of work that will be completed during the upcoming 3 month period. c.Customer will be responsible for determining if, how, and when it will implement any recommendations and Deliverables provided by Miovision. 5.Limitation of Liability. a.In no event will Miovision have any liability arising out of or related to this agreement for any lost profits,revenues,goodwill,or indirect,special,incidental,consequential,cover, business interruption or punitive damages,whether an action is in contract or tort and regardless of the theory of liability,even if Miovision have been advised of the possibility of such damages or if Customer’s remedy otherwise fails its essential purpose. The foregoing disclaimer will not apply to the extent prohibited by law. b.SUBJECT TO SECTION 5(a)AND 5(c)HEREOF,MIOVISION’S TOTAL AGGREGATE LIABILITY FOR ANY CL AIM,LOSS OR DAMAGE ARISING FROM THIS SOW SHALL AT ALL TIMES BE LIMITED TO ACTUAL DIRECT DAMAGES,AND SHALL UNDER NO CIRCUMSTANCES EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER IN THE IMMEDIATELY PRECEDING TWELVE 12MONTH PERIOD FOR THE PROFESSIONAL SERVICES GIVING RISE TO THE CL AIM.THE FOREGOING LIMITATION SHALL APPLY IRRESPECTIVE OF THE NATURE OF THE CL AIM OR THEORY OF LIABILITY. c.NOTWITHSTANDING THE FOREGOING,NO LIMITATION OF EITHER PARTY’S LIABILITY SET FORTH IN THIS SOW SHALL APPLY TOADAMAGES ARISING FROM INFRINGEMENT OF MIOVISION IP OR MIOVISION’S OTHER INTELLECTUAL PROPERTY RIGHTS;BANY CL AIMS FOR NONPAYMENT;CGROSS NEGLIGENCE,FRAUD OR WILLFUL MISCONDUCT;DWITH RESPECT TO CUSTOMER,ANY FAILURE TO COMPLY WITH,OR BREACH OF ANY OF CUSTOMER’S OBLIGATIONS AS SET OUT IN THIS SOW OR EDAMAGES WHICH CANNOT BE EXCLUDED,LIMITED,MODIFIED OR RESTRICTED UNDER THE APPLICABLE LAWS AND/OR REGUL ATIONS. 6.Ownership of Intellectual Property. a.Miovision products are protected by copyright, trademark, patent, trade secret, and other laws. Professional Services provided hereunder do not constitute “works for hire” under any applicable copyright or similar laws. Miovision owns and retains, solely and exclusively, all rights, title, and interest to all Intellectual Property in Miovision’s Products, including without limitation the Professional Services and Deliverables, whether the Products are separate or combined with any other products or services or the Professional Services. The foregoing includes all Intellectual Property in and associated with Miovision’s products and services (including, without limitation, the Professional Services) and all modifications, changes, enhancements, or additions made thereto (whether initiated by the Customer or otherwise), and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other Intellectual Property in connection with any of the foregoing (collectively “Miovision IP”). b.Miovision provides similar services and deliverables to other end users, customers, resellers, distributors, partners and other entities, and nothing in this SOW or the Agreement shall be construed to prevent Miovision from carrying on such business or from acquiring, licensing, marketing, distributing, developing for itself or others or having others develop for it similar products, services or materials or performing the same or similar functions as the Products and Professional Services contemplated by this SOW, the Agreement or any applicable Quotation. c.Professional Services License. Subject to Miovision receiving payment in full for the applicable Professional Services, Miovision grants to Customer a limited, non-transferable, non-exclusive, revocable, perpetual, and non-sub-licensable right and license to access and use the Professional Services, including the Deliverables, solely in combination with other Miovision Products as may be further described in an applicable SOW. d.Unless otherwise agreed to by the parties, all electronic and hard copy versions of any Deliverables are provided for Customer’s internal purposes only. Customer may not utilize the Deliverables to replicate or attempt to perform the Professional Services or to develop or attempt to develop any of the products described in such Deliverables. Deliverables are not subject to any maintenance, support or updates. 7.Protection of Confidential Information. a.Confidential Information.Each Party acknowledges that it may be exposed to certain confidential or proprietary information and materials regarding the other party’s business including, but not limited to, this SOW, the Deliverables, and the Agreement, which: (a) is disclosed by the disclosing Party in any manner and is marked or identified as confidential or proprietary (or a like designation) at the time of disclosure; or (b) given the circumstances of the disclosure, should be understood by the recipient, exercising reasonable business judgment, to be confidential (“Confidential Information”). b.Exclusions. Confidential Information shall not include any information or material which: (i ) was lawfully in the possession of the receiving party prior to receipt from the disclosing party; (ii) is or becomes publicly available through no wrongful act of the receiving party; (iii ) is obtained by the receiving par ty from a third-par ty without restriction; (iv) is independently developed by the receiving party; (v) is disclosed by the receiving par ty with the disclosing party ’s prior written approval; or (vi ) is required to be disclosed by a court of competent jurisdiction or other governmental authority provided that the receiving party takes reasonable steps to give the other party sufficient prior written notice so that it can challenge such requirement. c.Restrictions. Except in relation to Trade Secrets of Miovision, each par ty shall for a period of five 5 years following the expiry or termination of the Term: (i ) use a reasonable standard of care to protect Confidential Information which shall be no less protective than the manner in which the receiving party protects the confidentiality of and unwanted disclosure of its own confidential information; (ii) not use Confidential Information except as permitted by the disclosing par ty; (iii) not disclose Confidential Information except to its affiliates, employees or representatives to whom disclosure is necessary to effect the purposes of this SOW or the Agreement, and who are similarly bound to hold the Confidential Information in confidence; and (iv) not reproduce Confidential Information without the disclosing party’s prior written consent. The confidentiality obligations of the Customer shall apply indefinitely in relation to Trade Secrets of Miovision. d.Permitted Disclosures.Either party may disclose this SOW and the terms of the Agreement in confidence, and only to the extent reasonably necessary: (i ) to legal counsel of the party; (ii) to accountants, banks, proposed investors, and financing sources and their advisors; (iii) in connection with the enforcement of this SOW or the Agreement or rights under this SOW or the Agreement; or (iv) in connection with a merger or acquisition or proposed merger or acquisition, or similar transaction. e.Return of Confidential Information. Each party shall,upon termination or expiration of this SOW, return to the disclosing party all tangible manifestations containing Confidential Information that have been provided under this SOW, including any copies and reproductions. The provisions of this Section 7(e) (Return of Confidential Information) shall not apply to copies of electronically exchanged Confidential Information made as a matter of routine information technology backup and to Confidential Information or copies thereof which must be stored by the receiving party according to provisions of mandatory law, provided that such Confidential Information or copies thereof shall be subject to an indefinite confidentiality obligation according to the terms and conditions set forth herein. 8.Disclaimer of Warranties.THE PROFESSIONAL SERVICES DELIVERED HEREUNDER ARE PROVIDED “ASIS” AND WITHOUT ANY WARRANTY OF ANY KIND. MIOVISION, ON BEHALF OF ITSELF AND ITS AFFILIATES AND THEIR RESPECTIVE SUPPLIERS AND LICENSORS, HEREBY EXPRESSLY DISCL AIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE IN L AW OR FROM A COURSE OF DEALING OR USAGE OF TRADE REGARDING OR REL ATING TO MIOVISION’S PRODUCTS AND OTHER SERVICES PROVIDED UNDER THIS SOW. 9.General Provisions a.To facilitate security of Customer Data and associated systems, Customer will not grant Miovision access (“Access”) to Customer Data under this SOW. In addition, except for Customer provided access to Customer’s Miovision Account (if contemplated within the scope of the Professional Services described herein), Customer will not grant Miovision access to any Customer systems, Customer networks or Customer applications. Customer is solely responsible for ensuring that the duration and scope of access to its Miovision Account is strictly limited to the access required hereunder and such access may not extend beyond the Term. Miovision has, and will have, no liability under this SOW related to the access. b.This SOW may not be modified or amended except in a written agreement signed by a duly authorized representative of each par ty. c.The provisions of this SOW shall be deemed severable. If any provision of this SOW is held by any court of competent jurisdiction to be illegal or unenforceable, such provision shall either be modified to the extent necessary to render it enforceable or shall be severed from this SOW and the remaining provisions of this SOW shall remain in full force and effect. d.The Professional Services will be provided remotely and during regular business hours 8am to 5pm local time), Monday through Friday (holidays excluded). e.The Customer may not assign or subcontract all or any substantial portion of this SOW or any of its rights or obligations under this SOW without the prior written consent of Miovision. Miovision may assign this SOW and subcontract or delegate its obligations hereunder to any third party without the consent of, or notice to, the Customer, provided that Miovision will be responsible for the performance of any subcontractors engaged in the delivery of the subcontracted Professional Services. This SOW shall inure for the benefit of, and be binding upon, the successors and assigns of Customer without restriction. f.In the event of conflict between the terms of the Agreement and the SOW, this SOW will apply. g.If Customer is a non-governmental entity, this SOW is governed by and construed in accordance with the laws of Ontario, Canada, and the federal laws of Canada, and each party irrevocably agrees to submit all disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the courts in the Regional Municipality of Waterloo, Ontario, Canada. If Customer is a governmental entity, the applicable laws and courts of your jurisdiction shall apply. The UN Convention on Contracts for the International Sale of Goods does not apply to these Terms. h.Any notice given by one par ty to the other shall be sufficiently given if provided to the addresses below and (a) personally delivered or couriered, (b) mailed by registered mail or (c) sent by electronic transmission, and shall be deemed to be received by the recipient on the third business day after mailing, and on the day of delivery if sent by registered mail or sent by electronic transmission. A party may update their address for notices from time to time by giving the other party written notice. i.All Professional Services will be provided by Miovision to the Customer in English. CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. Step RESPONSIBLE DEPARTMENT DESCRIPTION COMPLETED DATE REVIEWER Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) and attachments to City Attorney c/o Laraine.Gittens@cityofsanrafael.org Click here to enter a date. 12/16/2024 ☐ ☒SM 2 City Attorney a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 2/20/2025 2/20/2025 ☒ NT ☒ NT 3 Department Director Approval of final agreement form to send to contractor 2/20/2025 ☒ AM 4 Project Manager Forward three (3) originals of final agreement to contractor for their signature N/A ☒ 5 Project Manager When necessary, contractor-signed agreement agendized for City Council approval * *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed $75,000; and for Public Works Contracts that exceed $175,000 Date of City Council approval ☐ N/A Or 1/21/2025 ☒ PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed agreement 8 City Attorney Review and approve insurance in PINS , and bonds (for Public Works Contracts) 9 City Manager / Mayor Agreement executed by City Council authorized official 10 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Public Works Project Manager: Shannon Mackle (for Jonathan Schellin) Extension: 3353 Contractor Name: Miovision Technologies Inc. Contractor’s Contact: Joseph Lubliner Contact’s Email: jlubliner@miovision.com ☐ FPPC: Check if Contractor/Consultant must file Form 700 Miovision - SaaS: Traffic Camera Services 2025 Final Audit Report 2025-03-04 Created:2025-02-21 By:Shannon Mackle (shannon.mackle@cityofsanrafael.org) Status:Signed Transaction ID:CBJCHBCAABAAaLnR7skNXeBPn42JxlBd7YQCuuocP18F "Miovision - SaaS: Traffic Camera Services 2025" History Document created by Shannon Mackle (shannon.mackle@cityofsanrafael.org) 2025-02-21 - 7:17:57 PM GMT- IP address: 199.88.113.8 Document emailed to Laraine Gittens (laraine.gittens@cityofsanrafael.org) for approval 2025-02-21 - 7:20:03 PM GMT Document shared with Nataly Torres (nataly.torres@cityofsanrafael.org) by Shannon Mackle (shannon.mackle@cityofsanrafael.org) 2025-02-21 - 7:21:40 PM GMT- IP address: 199.88.113.8 Document shared with Jonathan Schellin (jonathans@cityofsanrafael.org) by Shannon Mackle (shannon.mackle@cityofsanrafael.org) 2025-02-21 - 7:21:41 PM GMT- IP address: 199.88.113.8 Email viewed by Laraine Gittens (laraine.gittens@cityofsanrafael.org) 2025-02-25 - 11:18:10 PM GMT- IP address: 104.47.64.254 Document approved by Laraine Gittens (laraine.gittens@cityofsanrafael.org) Approval Date: 2025-02-25 - 11:19:58 PM GMT - Time Source: server- IP address: 199.88.113.8 Document emailed to andrea.visveshwara@cityofsanrafael.org for approval 2025-02-25 - 11:20:00 PM GMT Email viewed by andrea.visveshwara@cityofsanrafael.org 2025-02-26 - 5:56:21 PM GMT- IP address: 104.47.65.254 Signer andrea.visveshwara@cityofsanrafael.org entered name at signing as ANDREA VISVESHWARA 2025-02-26 - 5:56:50 PM GMT- IP address: 199.88.113.8 Document approved by ANDREA VISVESHWARA (andrea.visveshwara@cityofsanrafael.org) Approval Date: 2025-02-26 - 5:56:52 PM GMT - Time Source: server- IP address: 199.88.113.8 Document emailed to city.clerk@cityofsanrafael.org for approval 2025-02-26 - 5:56:53 PM GMT Email viewed by city.clerk@cityofsanrafael.org 2025-02-27 - 5:46:31 PM GMT- IP address: 71.202.35.117 Signer city.clerk@cityofsanrafael.org entered name at signing as Lindsay Lara 2025-02-27 - 5:46:51 PM GMT- IP address: 71.202.35.117 Document approved by Lindsay Lara (city.clerk@cityofsanrafael.org) Approval Date: 2025-02-27 - 5:46:53 PM GMT - Time Source: server- IP address: 71.202.35.117 Document emailed to cristine.alilovich@cityofsanrafael.org for signature 2025-02-27 - 5:46:54 PM GMT Email viewed by cristine.alilovich@cityofsanrafael.org 2025-03-01 - 10:56:47 PM GMT- IP address: 174.249.147.189 Email viewed by cristine.alilovich@cityofsanrafael.org 2025-03-04 - 7:14:39 PM GMT- IP address: 104.47.65.254 Signer cristine.alilovich@cityofsanrafael.org entered name at signing as Cristine Alilovich 2025-03-04 - 7:30:16 PM GMT- IP address: 199.88.113.8 Document e-signed by Cristine Alilovich (cristine.alilovich@cityofsanrafael.org) Signature Date: 2025-03-04 - 7:30:18 PM GMT - Time Source: server- IP address: 199.88.113.8 Agreement completed. 2025-03-04 - 7:30:18 PM GMT