Loading...
HomeMy WebLinkAboutPW Annual Intelligent Transportation Systems (ITS) Upgrade for Fiscal Year 2025-26____________________________________________________________________________________ FOR CITY CLERK ONLY Council Meeting: December 15, 2025 Disposition: Resolution 15487 Agenda Item No: 2.d Meeting Date: December 15, 2025 SAN RAFAEL CITY COUNCIL AGENDA REPORT Department: Public Works Prepared by: Sayed Fakhry, City Traffic Engineer April Miller, Public Works Director City Manager Approval: __________ TOPIC: ANNUAL INTELLIGENT TRANSPORTATION SYSTEMS (ITS) UPGRADE FOR FISCAL YEAR 2025-26 SUBJECT: RESOLUTION OF THE SAN RAFAEL CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH MIOVISION TECHNOLOGIES INCORPORATED FOR THE PURCHASE OF EIGHT TRAFFIC DETECTION AND MONITORING CAMERAS AND ASSOCIATED SOFTWARE LICENSING IN THE AMOUNT NOT TO EXCEED $129,332 RECOMMENDATION: Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute an agreement with Miovision Technologies Incorporated for the purchase of eight traffic detection and monitoring cameras and associated software licensing, in the amount not to exceed $129,332. BACKGROUND: In 2018, the City of San Rafael (“City”) was selected to receive $1,195,856 in grant funding to upgrade its traffic signal system through the Metropolitan Transportation Commission (MTC) Innovative Deployments to Enhance Arterials (IDEA) Grant program. On June 1, 2020, the City awarded a construction agreement and approved the purchase of traffic signal equipment for the IDEA Grant downtown signal modernization project. Miovision Technologies Incorporated (“Miovision”) was selected as the provider of the camera detection system to help build out the City’s Intelligent Transportation System (ITS). On January 21, 2025, the City was authorized to enter into an agreement with Miovision for a traffic camera perpetual services license, which transitions the City from an annual subscription payment plan to a one-time perpetual software license for intersection monitoring, wireless communications to access Miovision applications, and base-level automated traffic signal performance measures (ATSPMs). Miovision traffic camera systems have been installed at 57 of the City’s 94 signalized intersections, with most concentrated in the downtown area. ITSs, like Miovision, help reduce the City’s emergency response time, collect data needed to perform traffic-related evaluations, and make more informed decisions about transportation planning. Miovision cameras detect the presence of vehicles, pedestrians, and cyclists and allow the City to effectively adjust signal timing as needed. The City also uses the SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2 Emergency Vehicle Preemption (EVP) feature of Miovision, which allows approaching emergency response vehicles to communicate with the traffic signal at intersections that have installed Miovision systems to receive a green light as they travel through. This feature helps prioritize the flow of emergency vehicles, stop conflicting traffic, and enable safer, faster response times. ANALYSIS: As part of the San Rafael City Council’s Three-Year Strategic Plan for Fiscal Year 2025-2028, adopted on October 20, 2025, Goal B.2.4 aims to modernize and upgrade traffic signal systems to enhance their ability to manage traffic flow. In alignment with this goal, the City is working to expand its Intelligent Transportation Systems and incrementally install more traffic detection and monitoring cameras until they are available at every signalized intersection in the City. For Fiscal Year 2025-26, City staff identified five locations for installing new cameras based on high traffic volumes, key intersections along corridors, and consultation with the Fire and Police Departments. Three of the five locations will require two cameras due to their complex intersection configurations. Staff recommends purchasing a total of eight traffic cameras for installation at the following five signalized intersections: 1)Andersen Road and Lindaro Street – 1 camera 2)Civic Center Drive and North San Pedro Road – 2 cameras 3)Civic Center Drive and Merrydale Road – 1 camera 4)Lincoln Avenue and Linden Lane – 2 cameras 5)Manuel T Freitas Parkway and Las Gallinas Avenue – 2 cameras The new eight traffic cameras will be added to the one-time perpetual licensing payment plan. The proposed agreement is included as Attachment 2 to this staff report. FISCAL IMPACT: Based on the one-time purchase price of $84,581 for the eight traffic camera systems and perpetual software licensing of $44,750, the total cost of the Agreement is $129,332. This amount will be funded by available appropriations in the Traffic Mitigation Fee Fund (#246), previously approved by the City Council on June 2, 2025. OPTIONS: The City Council has the following options to consider in this matter: 1.Adopt the resolution as presented and authorize supplemental budget appropriation for the agreement. 2.Do not adopt the resolution nor authorize the supplemental budget appropriation and provide further direction to staff. RECOMMENDED ACTION: Staff recommend that the City Council adopt a resolution authorizing the City Manager to execute an agreement with Miovision Technologies Incorporated for the purchase of eight traffic detection and monitoring cameras and associated software licensing, in the amount not to exceed $129,332. ATTACHMENTS: 1. Resolution – Authorizing agreement with Miovision Technologies Incorporated 2.Draft Agreement with Miovision Technologies Incorporated RESOLUTION NO. 15487 RESOLUTION OF THE SAN RAFAEL CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH MIOVISION TECHNOLOGIES INCORPORATED FOR THE PURCHASE OF EIGHT TRAFFIC DETECTION AND MONITORING CAMERAS AND ASSOCIATED SOFTWARE LICENSING IN THE AMOUNT NOT TO EXCEED $129,332 WHEREAS, in 2018, the City of San Rafael (“City”) was selected to receive grant funding to upgrade its traffic signal system through the Metropolitan Transportation Commission (MTC) Innovative Deployments to Enhance Arterials (IDEA) Grant program; and WHEREAS, in 2020, Miovision Technologies Incorporated (“Miovision”) was selected as the provider of the camera detection system for the City, and construction started on the IDEA grant downtown signal modernization project; and WHEREAS, in 2025, the City entered into an agreement with Miovision to transition the City from an annual subscription payment plan to a one-time perpetual software license for intersection monitoring, wireless communication to access Miovision applications, and base- level automated traffic signal performance measures; and WHEREAS, Miovision traffic camera systems are installed at 57 out of the City’s 94 signalized intersections and provide intelligent transportation system (ITS) features that are being utilized by the City, such as the collection of traffic data and activation of emergency vehicle preemption (EVP); and WHEREAS, Goal B.2.4 of the Fiscal Year (FY) 2025-2028 City Council Three-Year Strategic Plan seeks to modernize and upgrade traffic signal systems to enhance capabilities for managing traffic flow; and WHEREAS, in alignment with Goal B.2.4, the City is working to expand its ITS and incrementally install more traffic detection and monitoring cameras until they are available at every signalized intersection in the City; and WHEREAS, in FY 2025-2026, the City identified the need to install a total of eight traffic camera systems at the following five intersections: one camera at Andersen Road and Lindaro Street, two cameras at Civic Center Drive and North San Pedro Road, one camera at Civic Center Drive and Merrydale Road, two cameras at Lincoln Avenue and Linden Lane, and two cameras at Manuel T Freitas Parkway and Las Gallinas Avenue; and WHEREAS, the one-time payment for the purchase of the eight traffic camera systems of $84,582 and perpetual software licensing of $44,750.00, totaling $129,332, will be funded by the Traffic Mitigation Fee Fund (#246); and WHEREAS, funding for emergency vehicle preemption (EVP) services of $63,960 will be explored at a later date; and WHEREAS, the sum of the funding from the Traffic Mitigation Fee Fund (#246) of $129,332 covers the total not-to-exceed amount of this Agreement. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES as follows: 1. The City Manager is hereby authorized to execute an Agreement with Miovision Technologies Incorporated for the purchase of eight traffic detection and monitoring cameras and associated software licensing services in the amount not to exceed $129,332, in a form approved by the City Attorney. 2. The Director of Public Works or designee is hereby authorized to take any and all such actions and make changes as may be necessary to accomplish the purpose of this resolution. I, LINDSAY LARA, Clerk of the City of San Rafael, hereby certify that the foregoing Resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of the City of San Rafael, held on Monday, the 15th day of December 2025, by the following vote, to wit: AYES: Councilmembers: Bushey, Hill, Kertz, Llorens Gulati & Mayor Kate NOES: Councilmembers: None ABSENT: Councilmembers: None Lindsay Lara, City Clerk Quote Q-44864 Version Q-44864-20251202-1400 Miovision Technologies Incorporated 137 Glasgow Street, Suite 110 Kitchener, ON N2G 4X8 Tax ID #831042346 Account Executive: Joseph Lubliner jlubliner@miovision.com Shipping Contact: Sayed Fakhry sayed.fakhry@cityofsanrafael.org Customer Name: City of San Rafael (CA)  Date: 12/2/2025 Valid Until: 2/23/2026 Currency: U.S. Dollar Payment Term: Net 30 Billing Term: Standard Billing Terms 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 Sourcewell Pricing - Hardware Portion Product Name Start Date (yyyy-mm-dd) End Date (yyyy-mm-dd) Term (Months) Annual Price Price Qty Total Miovision Core DCM $11,635.15 5 $58,175.75 Universal Camera Mount with Universal Hub - No paint $465.60 8 $3,724.80 SmartView 360 4K - Heated, Grey $1,940.00 8 $15,520.00 Sourcewell Pricing - Detection Plus Software Portion Product Name Start Date (yyyy-mm-dd) End Date (yyyy-mm-dd) Term (Months) Annual Price Price Qty Total =>Miovision Detection 2025-12-19 $4,475.00 5 $22,375.00 =>Miovision Counts 2025-12-19 $4,475.00 5 $22,375.00 Subtotal (Net) : USD 122,170.55 Tax : USD 7,161.42 Total : USD 129,331.97 Sourcewell contract 030425-MIO   The Customer agrees to order the products outlined above at the prices indicated, and acknowledges that this order is governed by the current master sales agreement ("MSA") that it has with Miovision, or if no MSA exists then the terms outlined at: https://miovision.com/legal/msa shall govern. If Customer issues a purchase order, any additional, inconsistent or conflicting terms appearing in the purchase order shall be of no force or effect and shall not amend this order.   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.   Page 1 of 3 Docusign Envelope ID: D8D68A09-A75D-4C0B-B8E1-4F35838DEE3C    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 2 of 3 Docusign Envelope ID: D8D68A09-A75D-4C0B-B8E1-4F35838DEE3C                     Professional Services Statement of Work Q-44864   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-44864 (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 Docusign Envelope ID: D8D68A09-A75D-4C0B-B8E1-4F35838DEE3C 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 Docusign Envelope ID: D8D68A09-A75D-4C0B-B8E1-4F35838DEE3C 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 Docusign Envelope ID: D8D68A09-A75D-4C0B-B8E1-4F35838DEE3C 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 Docusign Envelope ID: D8D68A09-A75D-4C0B-B8E1-4F35838DEE3C 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 Docusign Envelope ID: D8D68A09-A75D-4C0B-B8E1-4F35838DEE3C 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. Docusign Envelope ID: D8D68A09-A75D-4C0B-B8E1-4F35838DEE3C CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. All following documents are attached as reference material. RESPONSIBLE PARTY DESCRIPTION COMPLETED Project Manager Email PINS insurance request to Contractor ☐ City Attorney’s Office Review, revise as needed, and approve agreement as to form Department Director Review and approve agreement Risk Management Confirm insurance documentation is complete Finance Review and sign off on funding availability TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Project Manager: Contractor Name: Contractor’s Contact: Contact’s Email: City Council Date: ☐ ___________________ or ☐ Not applicable ☐ FPPC: Check if Contractor must file Form 700 Joseph Lubliner Public Works jlubliner@miovision.com 12/15/2025 Shannon Mackle (for Kelly Abey) X Miovision X Docusign Envelope ID: D8D68A09-A75D-4C0B-B8E1-4F35838DEE3C Certificate Of Completion Envelope Id: D8D68A09-A75D-4C0B-B8E1-4F35838DEE3C Status: Sent Subject: DocuSign: Software as a Service with Miovision for Traffic Cameras and Software Licenses Source Envelope: Document Pages: 9 Signatures: 0 Envelope Originator: Certificate Pages: 4 Initials: 1 Shannon Mackle AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 111 Morphew St San Rafael, CA 94901 Shannon.Mackle@cityofsanrafael.org IP Address: 199.88.89.34 Record Tracking Status: Original 12/5/2025 2:37:56 PM Holder: Shannon Mackle Shannon.Mackle@cityofsanrafael.org Location: DocuSign Signer Events Signature Timestamp Nataly Torres Nataly.Torres@cityofsanrafael.org Legal Assistant City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 12/5/2025 2:55:37 PM Viewed: 12/5/2025 2:55:55 PM Signed: 12/5/2025 2:56:03 PM Electronic Record and Signature Disclosure: Not Offered via Docusign April Miller April.Miller@cityofsanrafael.org Public Works Director Security Level: Email, Account Authentication (None) Sent: 12/5/2025 2:55:37 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Finance Signing Group: Finance Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Heather Davis Heather.Davis@cityofsanrafael.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Cristine Alilovich Cristine.Alilovich@cityofsanrafael.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 8/8/2025 5:50:59 PM ID: 92734b64-c5dc-4308-af7f-b0f4b9ffd306 Signer Events Signature Timestamp City Clerk Signing Group: City Clerk Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Nataly Torres Nataly.Torres@cityofsanrafael.org Legal Assistant City of San Rafael Security Level: Email, Account Authentication (None) Using IP Address: 199.88.113.8 Sent: 12/5/2025 2:44:41 PM Viewed: 12/5/2025 2:46:02 PM Completed: 12/5/2025 2:55:36 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Andrea Visveshwara Andrea.Visveshwara@cityofsanrafael.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 12/5/2025 2:44:42 PM Envelope Updated Security Checked 12/5/2025 2:52:06 PM Envelope Updated Security Checked 12/5/2025 2:52:07 PM Envelope Updated Security Checked 12/5/2025 2:52:07 PM Envelope Updated Security Checked 12/5/2025 2:55:36 PM Envelope Updated Security Checked 12/5/2025 2:55:36 PM Envelope Updated Security Checked 12/5/2025 2:55:36 PM Envelope Updated Security Checked 12/5/2025 2:55:36 PM Envelope Updated Security Checked 12/5/2025 2:55:36 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of San Rafael (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of San Rafael: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: city.clerk@cityofsanrafael.org To advise City of San Rafael of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at city.clerk@cityofsanrafael.org and in the body of such request you must state: your Electronic Record and Signature Disclosure created on: 5/22/2025 12:46:43 PM Parties agreed to: Cristine Alilovich previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City of San Rafael To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to city.clerk@cityofsanrafael.org and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of San Rafael To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to city.clerk@cityofsanrafael.org and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide-signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check- box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that: You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify City of San Rafael as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of San Rafael during the course of your relationship with City of San Rafael.