BIP2476_Service Proposal_V2IM FY22.pdf

Bill To: Illinois Department of Transportation Room 009

2300 South Dirksen Parkway

Springfield, Illinois 62764

INTERNATIONAL ROAD DYNAMICS CORP.

Service Proposal

ATTN: Keith Donovan

Customer Reference

Service Task to facilitate Service and Maintenance at 24 locations by

- Providing data collection and reporting through VI2M at 24 locations for twelve months from July 1, 2021 to June 30, 2022.

See list of Sites below.

Annual Site Monitoring and Data Collection for 24 locations

$ 80,000

This Proposal is valid for 90 days.

List of Sites The following is the list of locations and sites (ML and/or Ramp) that will continue to be connected to VI2M with ML WIM and/or Ramp TACS data being collected to provide historical data reporting.

SITE SITE

1 Frankfort (EB) 13 Carlock (EB) 2 Frankfort (WB) 14 Carlock (WB) 3 Williamsville (SB) 15 Maryville (SB) 4 Bolingbrook (NB) 16 O'Fallon (EB) 5 Bolingbrook (SB) 17 Brownstown (EB) 6 Moline (I-80) (EB) 18 Marshall (WB) 7 Moline (I-80) (WB) 19 Marion (NB) 8 Moline (I-74) (EB) 20 Marion (SB) 9 Moline (I-74) (WB) 21 Madison County I-270 EB

10 Litchfield (NB) 22 St. Clair I-64 EB 11 Peotone (NB) 23 Henry County I-80 WB 12 Peotone (SB) 24 I-74 VWS

VI2M requires iSINC firmware rev10 to be installed on all iSINC WIM Electronics. It is assumed that any required firmware upgrade is performed outside of the Scope of this Proposal.

Scope of Services IRD shall provide the following services:

IRD will manage the cloud based VI2M software and provide web-based access to IL DOT via password protected access for one year (12 months) for the 24 sites mentioned above.

Terms and Conditions of Agreement

Limitations of Liability IRD shall not be liable for any delay in the performance of any services to be rendered hereunder beyond the control of IRD, including but not limited to, delays resulting from but not restricted to, fires, strikes, labor disputes, war, civil commotion, acts or restrictions of any government, or other similar or dissimilar cause; communication issues between the respective WIM sites and the hosted location of VI2M that are due to network disruptions, performance issues etc.; power issues affecting the availability of the communication equipment at the respective sites.

Compensation Prices quoted are in U.S. Dollars and are exclusive of all Federal, State or other taxes.

IRD will invoice IL DOT for the Data Services Fee which will become due on an Annual Basis.

Miscellaneous IRD is providing access for IL DOT to the use of its VI2M software for the effective term of this agreement.

The Hosting Agreement in Attachement A is part of this agreement.

Agreed as of the Effective Date herein above indicated.

IL DOT IRD, Inc.

By: __ By:

Name: __ Name: Michael Wieck

Title: __ Title: VP, ITS Data Solutions

Date: __ Date: January 15, 2021

IRD’s Quality Statement It is the policy of IRD to provide consistent, reliable and high quality products and service at all times, meeting or exceeding our customers’ needs and expectations. Our goal is to continuously improve in all areas of our business environment and to deliver excellence to our customers.

ATTACHMENT A

VI2M HOST SOFWARE Hosting Agreement This VI2M HOST SOFTWARE Hosting Agreement (this “Agreement”) is made by and between International Road Dynamics Corporation, (“IRD”) and the Licensee specified in the section below entitled Agreement Details.

HOSTING SERVICES.

VI2M HOST SOFTWARE Access. IRD will provide Licensee access over the Internet to VI2M HOST Software hosted through a commercial third-party cloud-based hosting and application services provider via industry standard access to a secured web portal.

Access will provide for number of concurrent users specified in respective Purchase Contract.

Product Support.

o Product Updates: IRD will keep VI2M HOST SOFTWARE updated to reflect the latest official software release.

o E-Mail Hotline: IRD will provide technical assistance through electronic mail. Questions will be responded to during normal business hours of 8 AM – 5 PM CST.

STANDARDS. IRD hosting services will conform to the following:

Availability. IRD will provide hosting services that meet reasonable commercial standards for, among other matters, accessibility, and availability.

Security. IRD will take commercially reasonable actions to prevent unauthorized access to Licensee data records stored as part of this hosting agreement.

Service Outages. IRD will employ reasonable efforts to maintain servers and communications interfaces and to provide advance notice to Licensee of scheduled maintenance outages.

OWNERSHIP OF DATA RECORDS/REPORTS. All Licensee information stored in data records and reports extracted in a non-proprietary or otherwise public format from the VI2M Host System database will at all times remain the property of the Licensee. Licensee grants to IRD a non-exclusive, perpetual worldwide license to the Licensee information to the extent necessary for IRD to provide the hosting services, as well to utilize the information for inclusion in other reports and for other third parties, as long as such inclusion does not include any information explicitly defined as proprietary by Licensee.

DATA RETENTION PERIOD. IRD will provide data retention for a period of time as agreed upon in this Hosting Agreement, see below.

LICENSEE ACCESS RESPONSIBILITIES. Licensee shall not allow third parties or unauthorized persons to use web addresses, user names, or passwords to access IRD host servers or software.

OWNERSHIP. The IRD Host Software is owned by International Road Dynamics Inc. and/or its 3rd party licensors.

TERM AND TERMINATION. This Agreement shall commence as of the Effective Date and, unless earlier terminated in accordance with this provision, continue for the applicable Term specified in the respective Contract Agreement.

TERMINATION BY LICENSEE. Licensee may terminate this Agreement upon material breach of IRD if such material breach remains uncured for thirty (30) days following written notice to IRD.

TERMINATION BY IRD. IRD may terminate this Agreement upon thirty (30) days notice for a material breach of licensee, including but not limited to non-payment by Licensee of amounts due, provided such breach remains uncured for thirty (30) days following written notice to Licensee. Obligation for payment of fees accruing prior to the effective date of termination shall survive such termination.

RESULTS OF TERMINATION. Upon termination, IRD will close all Licensee VI2M Host Software accounts for access to the VI2M Host Software operating on IRD servers and within thirty (30) days after the effective date of termination or receipt of final payment, whichever is later: (i) make a final backup of Licensee data and deliver an electronic or removable storage copy of the backup data in electronically readable format to Licensee; and (ii) within sixty (60) days after delivery of backup data to Licensee, remove and destroy all Licensee data records from IRD host servers and archives. Creation and delivery of such final backup will be charged at a mutually accepted rate.

END OF LIFE PROVISION. In case of an end-of-life situation resulting in the replacement of VI2M Host Software with another software that provides the same core functionality as VI2M Host Software, IRD will advise Licensee of such situation ahead of time. Licensee accounts and data will be transferred over to new software at no cost to Licensee without interruption of service to Licensee. All terms and conditions of current Hosting Agreement remain in place.

LIMITATION OF LIABILITY. THIS AGREEMENT CONSTITUTES A SERVICE CONTRACT AND NOT A PRODUCT WARRANTY. THE SOFTWARE AND RELATED MATERIALS COVERED UNDER THIS AGREEMENT ARE SUBJECT EXCLUSIVELY TO THE WARRANTIES SET FORTH IN THE CORRESPONDING SOFTWARE LICENSE. NO OTHER WARRANTIES OR GUARANTEES, EXPRESSED OR IMPLIED INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARISING BY LAW, CUSTOM OR CONDUCT, SHALL BE APPLICABLE TO THIS HOSTING AGREEMENT. THE RIGHTS AND REMEDIES PROVIDED HEREIN ARE EXCLUSIVE AND IN LIEU OF ANY OTHER RIGHTS OR REMEDIES. IN NO EVENT SHALL IRD HAVE ANY LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR FOR LOSS, DAMAGE, OR EXPENSE DIRECTLY OR INDIRECTLY ARISING FROM THIS AGREEMENT OR FROM ANY OTHER CAUSE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL IRD’s LIABILITY EXCEED THE AMOUNT OF ONE MONTH OF

HOSTING SERVICES FEE.

EXCUSABLE DELAY. Neither IRD nor Licensee shall be deemed to be in default of any provision of this Agreement for any failure in performance, resulting from acts or events beyond the reasonable control of IRD or Licensee, as the case may be. For the purposes of this Agreement, such acts shall include, but not be limited to acts of God, civil or military authority, civil disturbance, war, strikes, fires, other catastrophes, malfunctions of a server or peripheral equipment, any malfunction or break in the data lines between IRD host servers or third party cloud based hosting and application service providers and the Internet service provider used by IRD or any third party hosting and application service provider, any failure of performance by such Internet service provider, any downtime resulting from scheduled or unscheduled maintenance, or other material events beyond IRD’s or Licensee’s reasonable control.

GENERAL This Agreement is the entire agreement regarding Hosting Services. This Agreement may not be assigned by Licensee without IRD’s prior written consent. No waiver or amendments to this Agreement shall be effective unless expressly stated in writing and signed by the parties. If any provision of this Agreement is found to be unenforceable or invalid, the balance of this Agreement shall remain enforceable according to its terms. This agreement shall be governed by the laws of the Province of Saskatchewan, Canada without regard to conflicts of law provisions. The prevailing part in any action to enforce this Agreement shall be entitled to recover costs and expenses, including reasonable attorney's fees.

DATA RETENTION PERIOD: 3 Years

LICENSEE:

Name: Illinois DOT Address: 2400 S. Dirksen Parkway, Room 009 Springfield, IL 62764

Contact: Keith Donovan, P.E. 217.782.8414 keith.donovan@illinois.gov Name Phone E-mail