CN-550000-BEF77.pdf

375-040-19

PROCUREMENT

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STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

STANDARD WRITTEN AGREEMENT

Agreement No. BEF77

Financial Project I.D. 452762-1-82-01

F.E.I.D. No.: F371921580-001

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-23-5004-HEID

DMS Catalog Class No.: 46161500, 81102201, 43232304

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

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, hereinafter called the "Department" and Flo Artificial

Intelligence, Inc. (Flow Labs) , of 1448 Madison Street, Oakland, CA 94612 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 High-Definition Engineering Intersection Data via Integrative Modeling , 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: CAC3C957-A22E-48E0-9C8C-8B9A95B09211

06/09/2023 | 2:18 PM EDT

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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 three years from date of execution, 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 and shall be completed by or date of termination, whichever occurs first.

Services shall commence upon written notice from the Department's Contract Manager and shall be completed by three years from contract execution 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 on the Department’s Travel Form No. 300-000-06 and will be paid in accordance with Section 112.061, F.S and the most current version of the Disbursement Handbook for Employees and Managers.

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 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

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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.

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.

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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

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.

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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.

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.

http://www.dot.state.fl.us/procurement/index.shtm

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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:

The following provision is not applicable to this Agreement:

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

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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.

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

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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; and

3. shall adhere to requirements in section 448.095, Florida Statutes.

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 Appendix II PUR 1000 and 1001

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.

Flo Artificial Intelligence, Inc. (Flow Labs)

STATE OF FLORIDA

DEPARTMENT OF TRANSPORTATION

Name of Vendor

BY: BY:

Authorized Signature Authorized Signature

Jatish Patel Charles M. Heffinger, Jr., P.E.

(Print/Type) (Print/Type)

Title: Title: Director of Transportation Operations

FOR DEPARTMENT USE ONLY

APPROVED: LEGAL REVIEW

Procurement Office

President & CEO

EXHIBIT “A”

SCOPE OF SERVICES

Florida Department of Transportation

District Five High-definition Engineering Intersection Data via Integrative modeling (HEIDI)

DOT-RFP-23-5004-HEID

I. OVERVIEW

District Five of the Department of Transportation (herein DEPARTMENT) encompasses the Central Florida area, and it has the largest district population size in the State of Florida having over four million permanent residents, accounting for 20% of the State of Florida’s urbanized area population, and the permanent resident population of District Five area is expected to continue to grow at a rate of 1-3% each year. Additionally, District Five area is home to the nation’s top visitor destination which equates to more than 205,000 visitors per day. There are increasingly limited opportunities for constructing new roadways in densely developed urbanized areas while further expansion of existing arterials may not be cost feasible in consideration of the cost of right-of-way acquisition and in consideration of the potential for negative impacts to local community interests. The continued economic growth and prosperity of the area depends on a viable transportation system that can safely and efficiently move an ever-greater volume of people and goods. To meet these challenges, more emphasis and consideration is being placed on the use of transportation system management and operations (TSM&O) strategies because they have been shown to improve utilization and the efficiency of urban arterials and to reduce travel time delays.

Integrated corridor management (ICM) has been an operational focus for the Central Florida region for years. ICM includes a wide variety of TSM&O strategies, (active traffic management, traveler information, incident management, emergency management, information management, etc.) to improve safety and mobility. As part of ICM efforts, the DEPARTMENT developed a system known as the Regional Integrated Corridor Management Software (RICMS), that takes real time traffic system data from the DEPARTMENT and local maintaining agency partners to inform decision making to effectively deliver transportation services to the public. The RICMS serves to bridge together the DEPARTMENT’s advanced traffic management software (ATMS) SunGuide and local maintaining agencies traffic signal ATMS software’s (Cubic, Econolite, and Intelight) so that freeways and arterials can be managed together wholistically as one transportation network.

The RICMS software is comprised of four primary components, one commercial off the shelf (COTS) modeling platform, and three custom software development components, the data fusion environment (DFE), the decision support system (DSS), and the information exchange

BEF77

network (IEN). The software takes real time data and analyzes it to provide actions that can be taken to better manage the transportation network such as, suggested signal timing pattern changes, suggested DMS messages, CV messages, and SunGuide response plan. Detailed documentation about the existing R-ICMS software can be found in the software section of the ICM page on cflsmartroads website at the following link.

https://www.cflsmartroads.com/projects/ICM.html

Those references include the following documents.

https://www.cflsmartroads.com/projects/ICM.html

The RICMS receives real time data and information from several key sources, the one that provides real time volume data to the RICMS is the DEPARTMENT’s Intelligent Transportation Systems Integration Quality and Analysis (ITSIQA) software. The existing high-level architecture of the DEPARTMENT’s RICMS sub-systems and ITSIQA can be seen below.

The current systems provide a reliable method to take real time traffic system data from the DEPARTMENT and local maintaining agency partners to inform decision making and make this actionable through it’s control system, but there is a need for improved stability, accuracy, and availability of real time turning movement count data to improve decision support capabilities across the District. Detailed software design documentation about ITSIQA can be found at the following link: https://www.cflsmartroads.com/projects/future_projects.html

In the diagram above, two existing sources of volume that are used to provide turning movement count information are from Intersection Movement Count (IMC) devices and from Advanced Traffic Signal Performance Measures (ATSPM) high-resolution traffic signal

DFE

ITSQIA

IMC

ATSPM

DSS IEN

Model https://www.cflsmartroads.com/projects/future_projects.html controller data logs. IMC devices are video detection systems that use object trajectory tracking to provide a 1 minute turning movement count output through API into ITSIQA. Some are fisheye and some are fixed cameras looking at the approach. ATSPM data takes the detection calls being logged in the field controller from intersection most typically from loop, video, or radar detection devices. The DEPARTMENT has encountered several issues it seeks to improve within the current data methodology for obtaining real time turning movement count information. Those can be classified into a few high-level categories concerning detection:

1. Accuracy

2. Availability

From an accuracy perspective, each detection method has its own ways that it may encounters errors. For example, occlusion when larger vehicles block the site of smaller vehicles or when the viewing position of the camera changes impacting where the camera thinks the lane assignments are. Additionally, if a loop went bad in an individual lane and it stops reporting or the signal field technician then wired the input for a different lane together with it creating two lanes with exact same volume. Error in accuracy can also be impacted by network connectivity if connection is lost to the device for any amount of time from the Regional Transportation Management Center (RTMC). ATSPM has multiple ways that it can be used to look at volume depending on the detector channel assignment and placement at the intersection level.

From an availability perspective, detection equipment is expensive and requires routine maintenance. The DEPARTMENT has made a significant effort over the past several years to increase the number of signals that can provide ATSPM data and to undertake a reconfiguration of detection effort for better performance measure data. There are still many intersections locations which do not have ATSPM yet or IMC detection to provide volume data that would be beneficial for real time operations. The status of data integration efforts at signalized intersections across the District is tracking using the DEPARTMENT’s Normalized Operational Equipment Management Initiative (NOEMI) GIS application which is accessible online here: https://noemi.cflsmartroads.com/div/ https://noemi.cflsmartroads.com/div/

The DEPARTMENT has invested in research with local universities to look to identify ways to improve data accuracy and availability. Including, Contract BDV24-562-05 Study of Turning Movement Estimation with the University of Central Florida and Contract BDV31-562-04 Machine Learning Algorithms for Turn Movement Count Prediction with the University of Florida. Reference documentation for these research studies can be found here:

https://www.cflsmartroads.com/projects/future_projects.html

The DEPARTMENT is interested in addressing these data issues and improving the both the quality and quantity of the data integration situation by proposing the High-Definition Engineering Intersection Data via Integrative (HEIDI) modeling effort. This effort seeks to further identify data source improvements within existing data conditions, while focusing on potentially adding 3rd party data integration processes aimed to improving accuracy, predicting network performance, and providing improved decision support of the overall system.

It is the intent of this Scope of Services from the Florida Department of Transportation - District Five to obtain VENDOR Technical Proposals for a software as a service model system for the High-definition Engineering Intersection Data via Integrative modeling

(HEIDI).

II. SERVICES

A. HEIDI Requirements

1. Deployment Size and Scalability Requirements VENDOR shall deploy two demonstration corridors identified by the

DEPARTMENT. Those corridors are:

o Urban Corridor: Lake Mary Blvd from International Pkwy to

Longwood Lake Mary Blvd, Seminole County, FL o Rural Corridor: US 301 from Marsh Bend to CR 466, Sumter

County, FL

The two selected above are examples of two different manufacturers controllers. Cubic Commander and Intelight X3 ATC. The VENDOR’s service shall be capable of handling 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 the service to as many signalized intersection corridors as possible. As such the VENDOR’s service shall be able to be expanded to a minimum of 2000 signals.

2. General Service Requirements

If the use of HERE data is a part of the accuracy and availability enhancements of the service, HERE data can be made available by the DEPARTMENT using the DEPARTMENT license. Any additional 3rd Party Data sources necessary for the service shall be provided by the VENDOR as a part of the service.

The VENDOR’s service shall be capable of ingesting available near real time DEPARTMENT data for use by the VENDOR’s service. Real-time data available documentation of what DEPARTMENT data is available from the following systems can be found online with the following links:

o RICMS https://www.cflsmartroads.com/projects/ICM_RICMS/OCT_20_20 22/R-ICMS_APIs.pdf o SunStore https://sunstore.cflsmartroads.com/ o ITSIQA https://www.cflsmartroads.com/projects/future_projects.html

Connection of the VENDOR’s service to end devices in the field at the signalized intersections shall be prohibited.

Installation of hardware equipment at the signalized intersection by the VENDOR’s service shall be prohibited.

DocuSign Envelope ID: CAC3C957-A22E-48E0-9C8C-8B9A95B09211 https://www.cflsmartroads.com/projects/ICM_RICMS/OCT_20_2022/R-ICMS_APIs.pdf https://www.cflsmartroads.com/projects/ICM_RICMS/OCT_20_2022/R-ICMS_APIs.pdf https://sunstore.cflsmartroads.com/

NTCIP calls from the VENDOR’s service directly to the field controller device and network connection to the Advanced Traffic Management System (ATMS) traffic signal controller central software shall be prohibited.

The VENDOR’s service shall provide a managed service that improves the accuracy and availability of turning movement count data to improve decision support capabilities into the required data structure for the R-ICMS consumption. R-ICMS uses ITSIQA data output structure to ingest data real time conditions data for decision making. This output data format is defined in https://www.cflsmartroads.com/projects/future_projects.html

It is desirable that the VENDOR’s service shall also be able to provide enhanced turning movement count volume data via API in a format consumable by ITSIQA. The ALL IMC interface for ingestion of turning movement count data into ITSIQA is outlined in https://www.cflsmartroads.com/projects/future_projects.html

It is desirable that the VENDOR’s service shall be able to provide enhanced accuracy and availability of the Turning Movement Count Data Indexes fields identified in section 5.7.8 of Detailed Software Design ITSIQA Version 1.18 found at https://www.cflsmartroads.com/projects/future_projects.html

If access to raw high resolution signal controller data is desired for the service, the DEPARTMENT will provide a drop folder server (defined in III.

Services Provided by FDOT below) purpose is to create a shared folder for the local ATSPM to drop CSV files of the decoded high-resolution data.

The VENDOR’s service shall be able to pick up the data feed and process the CSV files from the server so that the VENDOR’s service is able to receive high resolution data to use by the VENDOR’s service. It should be noted that the data provided by the DEPARTMENT will include files for signals that are not a part of the VENDOR’s initial demonstration corridors.

The VENDOR’s service shall be able to sort which data it needs and those it does not. The VENDOR’s service 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.

It is desirable that the VENDOR’s service shall be capable of providing turning movement count data at signalized intersections that do not have any real-time ATSPM and/or IMC data available at them.

The VENDOR’s Service shall provide API data in real-time. Real-Time is considered up to a maximum latency of 15 minutes, with 3-5 minutes maximum latency preferred by the DEPARTMENT. The VENDOR’s Service APIs shall make data available in an interval of new turning

DocuSign Envelope ID: CAC3C957-A22E-48E0-9C8C-8B9A95B09211 https://www.cflsmartroads.com/projects/future_projects.html movement count predictions with 1-5 minutes maximum, 1-minute preferred by the DEPARTMENT.

The DEPARTMENT shall be permitted to make request at a minimum frequency of once a minute per each API to gather data described in this scope of service. No rate limiting shall be placed by the VENDOR to reduce the frequency of DEPARTMENT requests below this threshold.

The DEPARTMENT shall have full ownership rights to the data in any API unless otherwise noticed in the Technical Proposal document.

The VENDOR will commit to an accuracy, availability, latency, and frequency of update thresholds in their Technical Proposal, or the thresholds will be set at the DEPARTMENT’s sole discretion.

3. Data Accessibility Requirements Data for HEIDI service shall be made available…