CN-550000-BEA46.pdf

375-040-19

PROCUREMENT

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STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

STANDARD WRITTEN AGREEMENT

Agreement No. BEA46

Financial Project I.D. 440900-1-53-01

F.E.I.D. No.: F95-2588496 003

Appropriation Bill Number(s)/Line Item Number(s) for 1st year of contract, pursuant to s. 216.313, F.S.:

(required for contracts in excess of $5 million)

Procurement No.: DOT-RFP-21-5003-ATSP

DMS Catalog Class No.: 46161500

BY THIS AGREEMENT, made and entered into on by and between the

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, hereinafter called the "Department" and Iteris, Inc. , of

7501 Citrus Ave. #211, Goldenrod, Florida 32733 duly authorized to conduct business in the State of Florida, hereinafter called “Vendor,” hereby agree as follows:

1. SERVICES AND PERFORMANCE

A. In connection with District Five Automated Traffic Signal Performance Measures (ATSPM) Cloud Services , the Department does hereby retain the Vendor to furnish certain services, information, and items as described in Exhibit "A," attached hereto and made a part hereof.

B. Before making any additions or deletions to the work described in this Agreement, and before undertaking any changes or revisions to such work, the parties shall negotiate any necessary cost changes and shall enter into an Amendment covering such work and compensation. Reference herein to this Agreement shall include any amendment(s).

C. All tracings, plans, specifications, maps, computer files, and reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived therefrom, shall be the exclusive property of the Department without restriction or limitation on their use and shall be made available, upon request, to the Department at any time during the performance of such services and/or upon completion or termination of this Agreement. Upon delivery to the Department of said document(s), the Department shall become the custodian thereof in accordance with Chapter 119, Florida Statutes. The Vendor shall not copyright any material and products or patent any invention developed under this Agreement. The Department shall have the right to visit the site for inspection of the work and the products of the Vendor at any time.

D. All final plans, documents, reports, studies, and other data prepared by the Vendor shall bear the professional's seal/signature, in accordance with the applicable Florida Statutes, Administrative Rules promulgated by the Department of Business and Professional Regulation, and guidelines published by the Department, in effect at the time of execution of this Agreement. In the event that changes in the statutes or rules create a conflict with the requirements of published guidelines, requirements of the statutes and rules shall take precedence.

E. The Vendor agrees to provide project schedule progress reports in a format acceptable to the Department and at intervals established by the Department. The Department shall be entitled at all times to be advised, at its request, as to the status of work being done by the Vendor and of the details thereof. Coordination shall be maintained by the Vendor with representatives of the Department, or of other agencies interested in the project on behalf of the Department. Either party to this Agreement may request and be granted a conference.

F. All services shall be performed by the Vendor to the satisfaction of the Director who shall decide all questions, difficulties, and disputes of any nature whatsoever that may arise under or by reason of this Agreement, the prosecution and fulfillment of the services hereunder and the character, quality, amount of value thereof; and the decision upon all claims, questions, and disputes shall be final and binding upon the parties hereto. Adjustments of compensation and contract time because of any major changes in the work that may become necessary or desirable as the work progresses shall be subject to mutual agreement of the parties, and amendment(s) shall be entered into by the parties in accordance herewith.

DocuSign Envelope ID: 2C0BF362-643E-4475-B201-0F48DA484D0E

11/11/2020 | 7:26 AM EST

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Reference herein to the Director shall mean the Director of Transportation Operations

2. TERM

A. Initial Term. This Agreement shall begin on date of execution and shall remain in full force and effect through completion of all services required or 1 year from contract execution date, whichever occurs first. Subsequent to the execution of this Agreement by both parties, the services to be rendered by the Vendor shall commence and be completed in accordance with the option selected below. (Select box and indicate date(s) as appropriate):

Services shall commence upon contract execution and shall be completed by 1 year from contract execution or date of termination, whichever occurs first.

Services shall commence upon written notice from the Department's Contract Manager and shall be completed by or date of termination, whichever occurs first.

Other: See Exhibit "A"

B. RENEWALS (Select appropriate box):

This Agreement may not be renewed.

This Agreement may be renewed for a period that may not exceed three (3) years or the term of the original contract, whichever is longer. Renewals are contingent upon satisfactory performance evaluations by the Department and subject to the availability of funds. Costs for renewal may not be charged. Any renewal or extension must be in writing and is subject to the same terms and conditions set forth in this Agreement and any written amendments signed by the parties.

C. EXTENSIONS. In the event that circumstances arise which make performance by the Vendor impracticable or impossible within the time allowed or which prevent a new contract from being executed, the Department, in its discretion, may grant an extension of this Agreement. Extension of this Agreement must be in writing for a period not to exceed six (6) months and is subject to the same terms and conditions set forth in this Agreement and any written amendments signed by the parties; provided the Department may, in its discretion, grant a proportional increase in the total dollar amount based on the method and rate established herein. There may be only one extension of this Agreement unless the failure to meet the criteria set forth in this Agreement for completion of this Agreement is due to events beyond the control of the Vendor.

It shall be the responsibility of the Vendor to ensure at all times that sufficient time remains in the Project Schedule within which to complete services on the project. In the event there have been delays which would affect the project completion date, the Vendor shall submit a written request to the Department which identifies the reason(s) for the delay and the amount of time related to each reason. The Department shall review the request and make a determination as to granting all or part of the requested extension.

3. COMPENSATION AND PAYMENT

A. Payment shall be made only after receipt and approval of goods and services unless advance payments are authorized by the Chief Financial Officer of the State of Florida under Chapters 215 and 216, Florida Statutes. If the Department determines that the performance of the Vendor is unsatisfactory, the Department shall notify the Vendor of the deficiency to be corrected, which correction shall be made within a time-frame to be specified by the Department. The Vendor shall, within five days after notice from the Department, provide the Department with a corrective action plan describing how the Vendor will address all issues of contract non-performance, unacceptable performance, failure to meet the minimum performance levels, deliverable deficiencies, or contract non-compliance. If the corrective action plan is unacceptable to the Department, the Vendor shall be assessed a non-performance retainage equivalent to 10% of the total invoice amount. The retainage shall be applied to the invoice for the then-current billing period. The retainage shall be withheld until the vendor resolves the deficiency. If the deficiency is subsequently resolved, the Vendor will bill the Department for the retained amount during the next billing period. If the Vendor is unable to resolve the deficiency, the

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funds retained will be forfeited at the end of the agreement period.

B. If this Agreement involves units of deliverables, then such units must be received and accepted in writing by the Contract Manager prior to payments.

C. Bills for fees or other compensation for services or expenses shall be submitted in detail sufficient for a proper preaudit and postaudit thereof.

D. The bills for any travel expenses, when authorized by terms of this Agreement and by the Department's Project Manager, shall be submitted in accordance with Section 112.061, Florida Statutes. In addition, if compensation for travel is authorized under this Agreement and by the Department's Project Manager, then the Department shall not compensate the Vendor for lodging/hotel expenses in excess of $150.00 per day (excluding taxes and fees). The Vendor may expend their own funds to the extent the lodging/ hotel expense exceeds $150.00 per day. The Department, in its sole discretion and pursuant to its internal policies and procedures, may approve compensation to the Vendor for lodging/hotel expenses in excess of $150.00 per day.

E. Vendors providing goods and services to the Department should be aware of the following time frames.

Upon receipt, the Department has five (5) working days to inspect and approve the goods and services, unless otherwise specified herein. The Department has twenty (20) days to deliver a request for payment (voucher) to the Department of Financial Services. The twenty (20) days are measured from the latter of the date the invoice is received or the goods or services are received, inspected and approved.

F. If a payment is not available within forty (40) days, a separate interest penalty as established pursuant to Section 215.422, Florida Statutes, shall be due and payable, in addition to the invoice amount, to the Vendor. Interest penalties of less than one (1) dollar shall not be enforced unless the Vendor requests payment. Invoices which have to be returned to a Vendor because of Vendor preparation errors shall result in a delay in the payment. The invoice payment requirements do not start until a properly completed invoice is provided to the Department.

G. The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system. Pursuant to Section 287.057(22), Florida Statutes, all payments shall be assessed a transaction fee of one percent (1%), which the Vendor shall pay to the State. For payments within the State accounting system (FLAIR or its successor), the transaction fee shall, when possible, be automatically deducted from payments to the Vendor. If automatic deduction is not possible, the Vendor shall pay the transaction fee pursuant to Rule 60A-1.031 (2), Florida Administrative Code. By submission of these reports and corresponding payments, Vendor certifies their correctness. All such reports and payments shall be subject to audit by the State or its designee. The Vendor shall receive a credit for any transaction fee paid by the Vendor for the purchase of any item(s) if such item(s) are returned to the Vendor through no fault, act, or omission of the Vendor.

Notwithstanding the foregoing, a transaction fee is non-refundable when an item is rejected or returned, or declined, due to the Vendor's failure to perform or comply with specifications or requirements of the Agreement. Failure to comply with these requirements shall constitute grounds for declaring the Vendor in default and recovering reprocurement costs from the Vendor in addition to all outstanding fees.

VENDORS DELINQUENT IN PAYING TRANSACTION FEES MAY BE EXCLUDED FROM

CONDUCTING FUTURE BUSINESS WITH THE STATE.

H. A vendor ombudsman has been established within the Department of Financial Services. The duties of this individual include acting as an advocate for vendors who may be experiencing problems in obtaining timely payment(s) from a state agency. The Vendor Ombudsman may be contacted at (850) 413-5516.

I. Records of costs incurred under terms of this Agreement shall be maintained and made available upon request to the Department at all times during the period of this Agreement and for three (3) years after final payment for the work pursuant to this Agreement is made. Copies of these documents and records shall be furnished to the Department upon request. Records of costs incurred shall include the Vendor's general accounting records and the project records, together with supporting documents and records of the Vendor and all subcontractors performing work on the project, and all other records of the Vendor and subcontractors considered necessary by the Department for a proper audit of project costs.

J. The Department, during any fiscal year, shall not expend money, incur any liability, or enter into any

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contract which, by its terms, involves the expenditure of money in excess of the amounts budgeted as available for expenditure during such fiscal year. Any contract, verbal or written, made in violation of this subsection is null and void, and no money may be paid on such contract. The Department shall require a statement from the comptroller of the Department that funds are available prior to entering into any such contract or other binding commitment of funds. Nothing herein contained shall prevent the making of contracts for periods exceeding one (1) year, but any contract so made shall be executory only for the value of the services to be rendered or agreed to be paid for in succeeding fiscal years. Accordingly, the Department's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature.

4. INDEMNITY AND PAYMENT FOR CLAIMS

A. INDEMNITY: To the extent permitted by Florida Law, the Vendor shall indemnify and hold harmless the Department, its officers and employees from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by negligence, recklessness, or intentional wrongful misconduct of the Vendor and persons employed or utilized by the Vendor in the performance of this Agreement.

It is specifically agreed between the parties executing this Agreement that it is not intended by any of the provisions of any part of the Agreement to create in the public or any member thereof, a third party beneficiary hereunder, or to authorize anyone not a party to this Agreement to maintain a suit for personal injuries or property damage pursuant to the terms or provisions of this Agreement.

PAYMENT FOR CLAIMS: The Vendor guaranties the payment of all just claims for materials, supplies, tools, or labor and other just claims against the Vendor or any subcontractor, in connection with the Agreement. The Department's final acceptance and payment does not release the Vendor's bond until all such claims are paid or released.

B. LIABILITY INSURANCE. (Select and complete as appropriate):

No general liability insurance is required.

The Vendor shall carry and keep in force during the term of this Agreement, a general liability insurance policy or policies with a company or companies authorized to do business in Florida, affording public liability insurance with a combined bodily injury limits of at least $ per person and $ each occurrence, and property damage insurance of at least $ each occurrence, for the services to be rendered in accordance with this Agreement

The Vendor shall have and maintain during the term of this Agreement, a professional liability insurance policy or policies or an irrevocable letter of credit established pursuant to Chapter 675 and Section 337.106, Florida Statutes, with a company or companies authorized to do business in the State of Florida, affording liability coverage for the professional services to be rendered in accordance with this Agreement in the amount of $ .

C. WORKERS' COMPENSATION. The Vendor shall also carry and keep in force Workers' Compensation insurance as required for the State of Florida under the Workers' Compensation Law.

D. PERFORMANCE AND PAYMENT BOND. (Select as appropriate):

No Bond is required.

Prior to commencement of any services pursuant to this Agreement and at all times during the term hereof, including renewals and extensions, the Vendor will supply to the Department and keep in force a bond provided by a surety authorized to do business in the State of Florida, payable to the Department and conditioned for the prompt, faithful, and efficient performance of this Agreement according to the terms and conditions hereof and within the time periods specified herein, and for the prompt payment of all persons furnishing labor, materials, equipment, and supplies therefor.

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E. CERTIFICATION.

With respect to any general liability insurance policy required pursuant to this Agreement, all such policies shall be issued by companies licensed to do business in the State of Florida. The Vendor shall provide to the Department certificates showing the required coverage to be in effect with endorsements showing the Department to be an additional insured prior to commencing any work under this Contract.

Policies that include Self Insured Retention (SIR) will not be accepted. The certificates and policies shall provide that in the event of any material change in or cancellation of the policies reflecting the required coverage, thirty days advance notice shall be given to the Department or as provided in accordance with Florida law.

5. COMPLIANCE WITH LAWS

A. The Vendor shall comply with Chapter 119, Florida Statutes. Specifically, the Vendor shall:

(1) Keep and maintain public records required by the Department to perform the service.

(2) Upon request from the Department's custodian of public records, provide the Department with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law.

(3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Vendor does not transfer the records to the Department.

(4) Upon completion of the Agreement, transfer, at no cost, to the Department, all public records in possession of the Vendor or keep and maintain public records required by the Department to perform the service. If the Vendor transfers all public records to the Department upon completion of the Agreement, the Vendor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Vendor keeps and maintains public records upon completion of the Agreement, the Vendor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Department, upon request from the Department's custodian of public records, in a format that is compatible with the information technology systems of the Department.

Failure by the Vendor to comply with Chapter 119, Florida Statutes, shall be grounds for immediate unilateral cancellation of this Agreement by the Department.

IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION

OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY

TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,

CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:

District 5

386-943-5000 D5prcustodian@dot.state.fl.us Florida Department of Transportation District 5 - Office of General Counsel 719 South Woodland Boulevard Deland, FL 32720

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B. The Vendor agrees that it shall make no statements, press releases or publicity releases concerning this Agreement or its subject matter or otherwise discuss or permit to be disclosed or discussed any of the data or other information obtained or furnished in compliance with this Agreement, or any particulars thereof, during the period of the Agreement, without first notifying the Department's Contract Manager and securing prior written consent. The Vendor also agrees that it shall not publish, copyright, or patent any of the data developed under this Agreement, it being understood that such data or information are works made for hire and the property of the Department.

C. The Vendor shall comply with all federal, state, and local laws and ordinances applicable to the work or payment for work thereof, and will not discriminate on the grounds of race, color, religion, sex, national origin, age, or disability in the performance of work under this Agreement.

D. If the Vendor is licensed by the Department of Business and Professional Regulation to perform the services herein contracted, then Section 337.162, Florida Statutes, applies as follows:

(1) If the Department has knowledge or reason to believe that any person has violated the provisions of state professional licensing laws or rules, it shall submit a complaint regarding the violations to the Department of Business and Professional Regulation. The complaint shall be confidential.

(2) Any person who is employed by the Department and who is licensed by the Department of Business and Professional Regulation and who, through the course of the person's employment, has knowledge to believe that any person has violated the provisions of state professional licensing laws or rules shall submit a complaint regarding the violations to the Department of Business and Professional Regulation. Failure to submit a complaint about the violations may be grounds for disciplinary action pursuant to Chapter 455, Florida Statutes, and the state licensing law applicable to that licensee. The complaint shall be confidential.

(3) Any complaints submitted to the Department of Business and Professional Regulation are confidential and exempt from Section 119.07(1), Florida Statutes, pursuant to Chapter 455, Florida Statutes, and applicable state law.

E. The Vendor covenants and agrees that it and its employees and agents shall be bound by the standards of conduct provided in applicable law and applicable rules of the Board of Business and Professional Regulation as they relate to work performed under this Agreement. The Vendor further covenants and agrees that when a former state employee is employed by the Vendor, the Vendor shall require that strict adherence by the former state employee to Sections 112.313 and 112.3185, Florida Statutes, is a condition of employment for said former state employee. These statutes will by reference be made a part of this Agreement as though set forth in full. The Vendor agrees to incorporate the provisions of this paragraph in any subcontract into which it might enter with reference to the work performed pursuant to this Agreement.

F. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity, may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of thirty-six (36) months following the date of being placed on the convicted vendor list.

G. An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity, may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with a public entity, and may not transact business with any public entity.

H. The Department shall consider the employment by any vendor of unauthorized aliens a violation of Section 274A(e) of the Immigration and Nationality Act. If the Vendor knowingly employs unauthorized aliens, such violation shall be cause for unilateral cancellation of this agreement.

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I. The Vendor agrees to comply with the Title VI Nondiscrimination Contract Provisions, Appendices A and E, available at http://www.dot.state.fl.us/procurement/index.shtm, incorporated herein by reference and made a part of this Agreement.

J. Pursuant to Section 216.347, Florida Statutes, the vendor may not expend any State funds for the purpose of lobbying the Legislature, the judicial branch, or a state agency.

K. Any intellectual property developed as a result of this Agreement will belong to and be the sole property of the State. This provision will survive the termination or expiration of the Agreement.

L. The Vendor agrees to comply with s.20.055(5), Florida Statutes, and to incorporate in all subcontracts the obligation to comply with s.20.055(5), Florida Statutes.

6. TERMINATION AND DEFAULT

A. This Agreement may be canceled by the Department in whole or in part at any time the interest of the Department requires such termination. The Department reserves the right to terminate or cancel this Agreement in the event an assignment be made for the benefit of creditors.

B. If the Department determines that the performance of the Vendor is not satisfactory, the Department shall have the option of (a) immediately terminating the Agreement, or (b) notifying the Vendor of the deficiency with a requirement that the deficiency be corrected within a specified time, otherwise the Agreement will be terminated at the end of such time, or (c) taking whatever action is deemed appropriate by the Department.

C. If the Department requires termination of the Agreement for reasons other than unsatisfactory performance of the Vendor, the Department shall notify the Vendor of such termination, with instructions as to the effective date of termination or specify the stage of work at which the Agreement is to be terminated.

D. If the Agreement is terminated before performance is completed, the Vendor shall be paid only for that work satisfactorily performed for which costs can be substantiated. Such payment, however, may not exceed an amount which is the same percentage of the agreement price as the amount of work satisfactorily completed is a percentage of the total work called for by this Agreement. All work in progress shall become the property of the Department and shall be turned over promptly by the Vendor.

E. A Vendor is ineligible to enter into a contract with the Department for goods or services of any amount if, at the time of entering into such contract, the Vendor is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a boycott of Israel.

Section 287.135, Florida Statutes, also prohibits companies from entering into a contract for goods or services of $1 million or more that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector Lists which were created pursuant to s. 215.473, Florida Statutes. If the Department determines the Vendor submitted a false certification under Section 287.135 of the Florida Statutes, the Department shall either terminate the Contract after it has given the Vendor notice and an opportunity to demonstrate the Department’s determination of false certification was in error pursuant to Section 287.135 of the Florida Statutes, or maintain the Contract if the conditions of Section 287.135 of the Florida Statutes are met.

7. ASSIGNMENT AND SUBCONTRACTS

A. The Vendor shall maintain an adequate and competent staff so as to enable the Vendor to timely perform under this Agreement and may associate with it such subcontractors, for the purpose of its services hereunder, without additional cost to the Department, other than those costs within the limits and terms of this Agreement. The Vendor is fully responsible for satisfactory completion of all subcontracted work. The Vendor, however, shall not sublet, assign, or transfer any work under this Agreement to other than subcontractors specified in the proposal, bid, and/or Agreement without the written consent of the Department.

B. Select the appropriate box:

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The following provision is not applicable to this Agreement:

The following provision is hereby incorporated in and made a part of this Agreement:

It is expressly understood and agreed that any articles that are the subject of, or required to carry out this Agreement shall be purchased from a nonprofit agency for the blind or for the severely handicapped that is qualified pursuant to Chapter 413, Florida Statutes, in the same manner and under the same procedures set forth in Section 413.036(1) and (2), Florida Statutes; and for purposes of this Agreement the person, firm, or other business entity (Vendor) carrying out the provisions of this Agreement shall be deemed to be substituted for the state agency (Department) insofar as dealings with such qualified nonprofit agency are concerned. RESPECT of Florida provides governmental agencies within the State of Florida with quality products and services produced by persons with disabilities. Available pricing, products, and delivery schedules may be obtained by contacting:

RESPECT

2475 Apalachee Pkwy Tallahassee, Florida 32301-4946 Phone: (850)487-1471

The following provision is hereby incorporated in and made a part of this Agreement:

It is expressly understood and agreed that any articles which are the subject of, or required to carry out this Agreement shall be purchased from the corporation identified under Chapter 946, Florida Statutes, in the same manner and under the procedures set forth in Sections 946.515(2) and (4), Florida Statutes; and for purposes of this Agreement the person, firm, or other business entity (Vendor) carrying out the provisions of this Agreement shall be deemed to be substituted for this agency (Department) insofar as dealings with such corporation are concerned. The "corporation identified" is Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE).

Available pricing, products, and delivery schedules may be obtained by contacting:

PRIDE Enterprises 12425 - 28th Street, North St. Petersburg, FL 33716-1826 (800)643-8459

This Agreement involves the expenditure of federal funds and Section 946.515, Florida Statutes, as noted above, does not apply. However, Appendix I is applicable to all parties and is hereof made a part of this Agreement.

8. MISCELLANEOUS

A. The Vendor and its employees, agents, representatives, or subcontractors are not employees of the Department and are not entitled to the benefits of State of Florida employees. Except to the extent expressly authorized herein, Vendor and its employees, agents, representatives, or subcontractors are not agents of the Department or the State for any purpose or authority such as to bind or represent the interests thereof, and shall not represent that it is an agent or that it is acting on the behalf of the Department or the State. The Department shall not be bound by any unauthorized acts or conduct of the Vendor or its employees, agents, representatives, or subcontractors. Vendor agrees to include this provision in all its subcontracts under this Agreement.

B. All words used herein in the singular form shall extend to and include the plural. All words used in the plural form shall extend to and include the singular. All words used in any gender shall extend to and include all genders.

C. This Agreement embodies the whole agreement of the parties. There are no promises, terms, conditions, or obligations other than those contained herein, and this Agreement shall supersede all previous communications, representations, or agreements, either verbal or written, between the parties hereto. The State of Florida terms and conditions, whether general or specific, shall take precedence over and supersede any inconsistent or conflicting provision in any attached terms and conditions of the Vendor.

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D. It is understood and agreed by the parties hereto that if any part, term or provision of this Agreement is by the courts held to be illegal or in conflict with any law of the State of Florida, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term, or provision held to be invalid.

E. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

F. In any legal action related to this Agreement, instituted by either party, the Vendor hereby waives any and all privileges and rights it may have under Chapter 47 and Section 337.19, Florida Statutes, relating to venue, as it now exists or may hereafter be amended, and any and all such privileges and rights it may have under any other statute, rule, or case law, including, but not limited to those grounded on convenience. Any such legal action may be brought in the appropriate Court in the county chosen by the Department and in the event that any such legal action is filed by the Vendor, the Vendor hereby consents to the transfer of venue to the county chosen by the Department upon the Department filing a motion requesting the same.

G. If this Agreement involves the purchase or maintenance of information technology as defined in Section 282.0041, Florida Statutes, the selected provisions of the attached Appendix II are made a part of this Agreement.

H. If this Agreement is the result of a formal solicitation (Invitation to Bid, Request for Proposal or Invitation to Negotiate), the Department of Management Services Forms PUR1000 and PUR1001, included in the solicitation, are incorporated herein by reference and made a part of this Agreement.

I. The Department may grant the Vendor’s employees or subconsultants access to the Department’s secure networks as part of the project. In the event such employees’ or subconsultants’ participation in the project is terminated or will be terminated, the Vendor shall notify the Department’s project manager no later than the employees’ or subconsultants’ separation date from participation in the project or immediately upon the Vendor acquiring knowledge of such termination of employees’ or subconsultants’ participation in the project, whichever occurs later.

J. Vendor/Contractor:

1. shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Vendor/Contractor during the term of the contract; and

2. shall expressly require any subcontractors performing work or providing services pursuant to the state contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract term.

K. Time is of the essence as to each and every obligation under this Agreement.

L. The following attachments are incorporated and made a part of this agreement:

Exhibit "A" Scope of Services Exhibit "B" Method of Compensation

PUR 1000 & 1001

Appendix I Appendix II

M. Other Provisions:

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IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized officers on the day, month and year set forth above.

STATE OF FLORIDA

DEPARTMENT OF TRANSPORTATION

Name of Vendor

BY: BY:

Authorized Signature Authorized Signature

John E. Tyler, P.E.

(Print/Type) (Print/Type)

Title: Title: Director of Transportation Operations

FOR DEPARTMENT USE ONLY

APPROVED: LEGAL REVIEW

Procurement Office

Iteris, Inc.

DocuSign Envelope ID: 2C0BF362-643E-4475-B201-0F48DA484D0E

Ramin Massoumi, P.E.

Senior Vice President

BEA46

EXHIBIT “A”

SCOPE OF SERVICES

Florida Department of Transportation

District Five Automated Traffic Signal Performance Measures (ATSPM) Cloud Services

DOT-RFP-21-5003-ATSP

I. OVERVIEW

The Florida Department of Transportation (Department) hosts its own local ATSPM instance (http://atspm.cflsmartroads.com/atspm) which is connected to approximately 500 traffic signals. The system provides reliable service for the Department but requires significant oversight. The Department is interested in maintaining its local system for records retention and public reporting purposes, but is interested in a commercial off the shelf solution in a software as a service model for providing information to Department Operations staff and local agencies via a webservice.

Based on the success of the initial pilot project, the Department is looking to obtain vendor proposals for a commercial off the shelf solution in a software as a service model ATSPM system. The existing contracted services expire on October 31, 2020. The anticipated high-level architecture of the Cloud ATSPM service can be seen below.

It is the intent of this Scope of Services from the Florida Department of Transportation - District Five to obtain vendor proposals for a commercial off the shelf solution in a software as a service model system for providing information to Department Operations staff and local agencies for cloud hosted ATSPM services.

II. SERVICES

A. ATSPM Cloud Service Requirements

1. Deployment Size and Scalability

Vendor shall incorporate 500 signals into cloud ATSPM system for this initial effort. These 500 traffic signals shall be a mixture of different manufacturers controllers. The Vendor’s system shall incorporate high-resolution signal controller data in the industry standard format from the following at a minimum:

o Cubic/Trafficware Commander

980 ATC

o Econolite Cobalt o Intelight

X3 ATC

o Siemens M60 Series

The Department is interested in growing its ATSPM installation and has funded several efforts to bring more signals into the local ATSPM instance.

As such the Vendor’s system shall be able to be expanded to a minimum of 2000 signals without effecting the ability to meet the performance measures.

2. Configuration The Vendor’s system shall import intersection, approach, link pivot corridor, and detector configurations from the Department’s local ATSPM instance as part of the initial upload setup. As new signals are added to the system the Department shall provide updated static configuration data. The Vendor will be responsible to upload this as needed.

The Vendor’s system shall import 12-months of historical event code data tables for the 500 signals for this initial effort as part of a onetime upload.

It is desirable for the Vendor’s system to be able to autoconfigure new signals and/or existing signals channel mapping based on the data being received from the local instance. The Department recognizes that some manual configuration will be needed, however the autoconfiguration function would be desirable.

The Vendor’s system shall not connect to and poll the traffic signal controllers in the field. The Vendor’s system shall decode and parse the raw .dat files from a shared drop folder server provided by the Department.

The Department has created a standardized naming convention across manufacturers for .dat files that will be provided in the drop folder. The Department has also created a .dat file creation and decode process for the Econolite and Intelight controllers. They are available for download and review at http://www.cflsmartroads.com/projects/future_projects.html.

3. Performance Measure Reports The Vendor’s system shall provide reports of ATSPM performance measures. The Department recognizes that performance report generation is dependent on the level of existing detector channels map per intersection. Reporting may be delivered via services that do not exactly match the Purdue ATSPM platform but provide a similar function. The Vendor’s system shall include the following minimum reporting capabilities:

o Signal Purdue Phase Termination Split Monitor Pedestrian Delay Preemption Details Turning Movement Counts Purdue Coordination Diagram Approach Volume Approach Delay Arrivals on Red Approach Speed Yellow and Red Actuations Purdue Split Failures o Purdue Link Pivot Approach Link Comparison Adjustment Optimization Upstream and Downstream Arrivals on Green Predicted Purdue Coordination Diagrams

Over the course of the pilot, the Department has been gathering feedback, user needs, and lessons learned from the Operations staff to build upon the requirements from the pilot procurement and incorporate into the future procurement. That list includes but may not be limited to:

The Cloud ATSPM service shall have a means to provide different user access permissions. At a minimum, it shall have administrator permissions, operator permissions, and read-only permissions.

The Cloud ATSPM shall provide aggregated performance measures and high-level executive traffic signal performance measures.

It is desirable for the Vendor’s system to be able to provide aggregated corridor summary reports.

It is desirable for the Cloud ATSPM service to allow users to choose a date range for certain periods of the day which will either aggregate data or average data for that period in time. Examples of how that is used operationally include:

It is desirable for the Cloud ATSPM service to allow for the inclusion of travel time data from other sources.

It is desirable for the Cloud ATSPM service to have the ability to automatically detect and suggest configuration values for detector channel assignments. The Department has research efforts looking for ways to do this for more information see page 15 of the final DILMORE report on http://www.cflsmartroads.com/projects/future_projects.html.

It is desirable for the Cloud ATSPM to support incident detection to alert Operations staff. For more information, see the TUSHAR research on http://www.cflsmartroads.com/projects/future_projects.html.

It is desirable for the Cloud ATSPM to provide the ability to quantify and have performance measures related unmet demand for over capacity movements. For more information, see the Unmet Demand research on http://www.cflsmartroads.com/projects/future_projects.html.

It is desirable for the Cloud ATSPM service to provide other real-time data insights like queue length, start-up loss, headways, saturation flow rates, etc. The Department is interested in leveraging the latest research and making the most of the data that is being collected.

4. Data Accessibility Data for validation shall be made available via an Application Programming

Interface (API). This API shall allow the Department to call a specific record, or records that have been parsed and written to the database by time and location. The returned record or records will be used to access the data completeness of the system.

Configuration tables shall be made available via an API. The API shall allow the Department to call a specific signal and all the signals. The returned record or records will be used to assess the state of the configuration of the Vendor’s system.

5. System Self-Monitoring The system shall include self-monitoring for data errors such as logical errors (multiple loop off chronologically without a loop on, current green phases for conflicting movements, and duplicate records for example).

6. System Responsiveness The reports shall be query-able by time of day and day of week within a selected time and data range for a signal. The system shall response within 15 seconds to any report request for a signal. For reports across multiple signals the system shall response with 30 seconds. Delay from transmission cause by the internet connection shall not be deemed to be part of the delay. To capture this effect, multiple attempts will be made of the same group of signals and the fastest responses used. If there is a clear pattern that appears to be due to issues other than internet connection speed another methodology maybe used by the Department for accessing compliance, at the Departments discretion.

7. Completeness of Data The Department will query the field devices using its ATSPM FTP appliance and drop files into two folders, one for the Department’s ATSPM instance to parse, process, and store. Another for the Vendor’s use. The Department will use the API mentioned in data accessibility to pull random samples of the Vendor’s service. A comparison of the random sample to the Department’s system will be made to determine the completeness of records.

8. Retention Requirement The Vendor shall retain records for a minimum of 24 months. All the data shall be fully accessible by the system for reporting purposes.

9. Access to FDOT Environment The Vendor shall follow the Department procedure for requesting user and system access accounts to the Department’s network. The Vendor agrees to follow all Department requires and understands that failure to comply can result in termination of access. In the event the Department terminates access to the Vendor, with or without cause, the Vendor recognizes the service terms still apply and the Department may assess payment adjustments in accordance with those terms.

10. Cybersecurity Standards The Vendor shall comply with the State’s cybersecurity standards.

Chapter 60GG-1 F.A.C., Florida Information Technology Project Management and Oversight Standards o Governed by the Department of Management Services (DMS), Chapter 60GG- 1 F.A.C., Department of Management Services Project Management and Oversight Standards, establishes project management principles that State Agencies are required to follow when implementing information technology projects. The Department must adhere to the State project management standards and ensure that all project documentation created by the Consultant is developed and maintained in accordance with Chapter 60GG-1 F.A.C. The Consultant must be familiar with the State project management standards and be prepared to work with the Department to satisfy all requirements. It is important for the Consultant to recognize that documentation, monitoring, or reporting requirements could change mid-project, based on the project’s AST Risk and Complexity Assessment, outlined in 60GG-1.002. The Vendor must be adaptable to changes required by Chapter 60GG-1 F.A.C., without increasing cost to the Space Florida.

B. Project Management and Other Requirements

The Vendor shall provide a single point of contact for the Department to discuss project related status at the Department’s sole discretion. Invoicing procedure can be found in “Exhibit B” Method of Compensation of the RFP.

III. Services Provided by FDOT

A. On Site Server The Department will provide a Virtual Machine (VM) with the following specifications to support the Vendor’s software system installation of the initial effort of 500 signals:

Dual-core 8 GB of RAM 250 GB of hard drive space

The Vendor may request local admin privileges and VPN access to the VM on Department premises by completing the Security Access Request form and any required training. A copy of the SAR application form and relevant links can be found at http://www.cflsmartroads.com/security.html.

In the event additional funding is added to the contract at the Department’s sole discretion for additional signals beyond 500 signals. The Department will work with the Vendor to resize the VM accordingly.

B. Internet Access The Department will provide the internet connection for the software.

C. Drop Folder Server The Department will provide a drop folder on its local servers and access to this folder remotely to the Vendor and the Vendor’s VM. The following minimum specification will be provided for the Drop Folder Server:

Dual-core 16 GB of RAM 500 GB of hard drive space OS Windows Server 2016 FTP enabled

The drop folder servers purpose is to create a shared folder for the local ATSPM to drop raw .dat files. The Vendor’s Cloud ATSPM system shall be able to pick up the data feed and process the raw .dat files from the server so that they will be able to store the signal event logs data in their system. It should be noted that the data provided by the Department may include raw .dat files for signals that are not a part of the initial effort of 500 signals. The Vendor’s system shall be able to sort which .dat files it needs and those it does not. The Vendor’s system shall have the ability to remove files from the drop folder server that have been processed to prevent the drop folder server from maxing out it’s storage limit.

IV. Optional Services

Based on past experience with the initial pilot, the need may arise for unforeseen enhancements/modifications to the Cloud ATSPM software to properly work with the Departments architecture between systems. The purpose of the optional services is to provide a mechanism under which if the need arises the Department and Vendor may agree to enhancements to the Cloud ATSPM service not previously defined in this scope of service.

The Bid Price Proposal Form Table 3 is to include an hourly rate for software programming/development that will be used for any optional services.

Exhibit “B”

METHOD OF COMPENSATION

Florida Department of Transportation

District Five Automated Traffic Signal Performance Measures (ATSPM) Cloud Services

DOT-RFP-21-5003-ATSP

1.0 PURPOSE

This Exhibit defines the limits of compensation to be made to the contractor for the services set forth in Exhibit "A" and the method by…