RES 2023-0631 - PSA with Q-Free America for OPW 54604 - Traffic Signal Controller Hardware and Software City Clerk Office Use Only:
Publication Date(if pp4I9J)3)2zO2
ble): _
RESOLUTION NO., 25 L1J23I Agenda Date:
Department: 1 MAI
Submitter: 44 C h
CITY OF OMAHA
LEGISLATIVE CHAMBER
Omaha, Nebraska
RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA:
WHEREAS, continued software support and deployment services are needed in
conjunction with OPW 54604, being the Traffic Signal Controller Hardware and Software Project;
and,
WHEREAS, the Public Works Department is requesting that bidding procedures be waived
due to the specialized nature of this service in accordance with Section 5.16 of the Home Rule
Charter of 1956 for the purchase of unique or non-competitive items.
WHEREAS, Q-Free America, Inc. has agreed to provide these services, for a fee not to
exceed $167,853.80; $131,000.00, from the 2018 Transportation Bond Fund 13185,
Transportation Bonds Organization 117117, and $36,853.80, from the Street Allocation Fund
12131, Traffic Signals & Computer Systems Organization 116187.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
OMAHA:
THAT, as recommended by the Mayor, the Professional Services Agreement with Q-Free
America, Inc. to provide continued software support and deployment services on OPW 54604,
being the Traffic Signal Controller Hardware and Software Project, is hereby approved.
BE IT FURTHER RESOLVED:
THAT, the Finance Department is authorized to pay a fee not to exceed $167,853.80;
$131,000.00, from the 2018 Transportation Bond Fund 13185, Transportation Bonds Organization
117117, and $36,853.80, from the Street Allocation Fund 12131, Traffic Signals & Computer
Systems Organization 116187.
APPROVED AS TO FORM
S14-91�3
CITY ATTORNEY DATE
3349grp
Adopted: JUN 1 2023LOD
Attest:
CC,Ierk
Approved:
Mayor
Douglas County Purchasing Department
Unique Item/Sole Source Justification
Email the completed sole source packet to: PUR_sole_source@douglascounty_ne gov
Department: .Public Works
Vendor: •Q-Free Vendor email: mike.clance@q free com
Estimated annual $250,000* City of Omaha expenditures$20,000.00 or more
expenditure: require a resolution,which should be obtained
following Purchasing approval.
Product/Services Traffic signal controller-processors and software, traffic signal
requested: management,software, maintenance and support
Will federal grant monies be used to fund this spend? ** Yes No
*of this amount,approximately half will be reimbursed from various sources
**local funds will be used,however,some eligible costs will be reimbursed with federal funds
Place an "X" next to all entries that apply to the proposed sole source product or
service. More than one entry may apply.
1. x The listed vendor is the original manufacturer. There are no regional distributors.
(ATTACH: The manufacturer's written certification that no regional distributors exist).
_" *NOTE:Item No. 3 must also be completed.
2. x The parts/equipment are not interchangeable with similar parts/equipment of another
manufacturer. (ATTACH:Memo explaining justification)
3. x- This is the only known (a) parts/equipment that will meet the need of the Department or
(b)service that will..perform the intended functional need of the Department.
(ATTACH: Memo detailing the specialized function or application.)
4. x The parts/equipment are required from this source to permit standardization.
(ATTACH:Memo describing the basis for standardization request.)
5. This is the only known vendor that can supply this product.
(ATTACH:Memo explaining why no other vendor is acceptable)
6. None of the above apply.
(ATTACH: Memo with detailed justification for the unique item/sole source request)
The sole source packet should be one_(1) PDF document that includes:;
(1) Completed and signed form, (2)department memo and (3)vendor quote/pricing.
The undersigned requests that the competitive procurement process be waived and that the
vendor identified as the supplier of the service or goods, be authorized as a unique source (sole
source) for the service or goods.
Z3
Depa ment Head/Elected Official Date
• For Purchasing Department Only:
Eric J. Carlson Digitally signed by EricJ.Carlson
Approved by: Date:2023.04.05 10:53:17-05'00'
NOTE: Sole source is not valid until Purchasing approves by signing this form. Upon approval,this justification
is valid for two(2)years from the date of signature and may be used to make additional purchases for the same product
or service listed on this form. City purchases$20,000.00 or more must still have an annual resolution.
Revised 04.05.2022 Neb. Rev.Stat.§23-3109(1)
PROFESSIONAL SERVICES AGREEMENT
itt
THIS AGREEMENT is hereby made and entered into this 3 day of May ,W23 , by and between the
City of Omaha,a municipal corporation located in Douglas County,Nebraska(hereinafter referred to as the"City"or
"Customer"),and Q-Free America Inc.(hereinafter referred to as the"Provider"or"Q-Free"),on the terms,conditions
and provisions as set forth herein below.All references to"Contractor"shall mean"Provider".
PROJECT NAME AND DESCRIPTION
Traffic Signal System Technical Support and Deployment.
This project is to continue support for existing and deployment of new traffic signal controller hardware and
software throughout various corridors in the City of Omaha's traffic control jurisdiction.
II. DUTIES OF PROVIDER
A. Provider agrees to perform professional services, as set out and more fully described in the
Proposal attached hereto, for the City, relative to the above-referenced project which is illustrated in
Exhibit `B" attached hereto. Such services shall be completed within a 38-month period after receipt
of a purchase order from the City.
B. Provider designates Whitney Nottage whose business address and contact information is Q-Free America
Inc., 1420 Kristina Way#102,Chesapeake,VA 23320,whitney.nottage@q-free.com, 833-629-4357 as
its project manager and contact person for this project.
C. Provider agrees to maintain records and accounts, including personnel, financial and property
records, sufficient to identify and account for all costs pertaining to the project and certain other records
as may be required by the City to assure a proper accounting for all project funds. These records
shall be made available to the City for audit purposes and shall be retained for a period of five(5)years
after the expiration of this Agreement. Notwithstanding the foregoing, the City's right to inspect, copy
and audit shall not extend to the composition of Provider's rates and fees,percentage mark-ups or
multipliers but shall apply only to their application to the applicable units.
D. Provider agrees to prepare a schedule of compensation, detailing hourly rates for all
compensated providers,employees,and subcontractors.
E. Provider agrees to provide the services according to the attached Exhibit`B"—Scope of Services.
F. Provider agrees to have a current Contract Compliance Form(CC-1)on file with the City's Human Rights
and Relations Department prior to signing the agreement.
G. Standard of Care. The standard of care applicable to Provider's Services will be the degree of skill and
diligence normally employed by professional engineers or consultants performing the same or similar
Services at the time said services are performed. Provider will re-perform any services not meeting this
standard without additional compensation.
H. RESERVED.
I. RESERVED.
J. RESERVED.
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K. RESERVED.
III. DUTIES OF CITY
A. City designates Bryan Guy, whose business address and contact information are 1819 Farnam Street,
Omaha NE, 68183, Bryan.Guv a cityofomaha.org,402-444-5312, as its contact person for this project,
who shall provide a notice to proceed and such other written authorizations as are necessary to commence
or proceed with the project and various aspects of it.
B. City Furnished Data. Upon request, City will provide to Provider all available/known data in City's
possession relating to Provider's services on the PROJECT. Provider will reasonably rely upon the
accuracy,timeliness,and completeness of the information provided by City.
C. Access to Facilities and Property. City will make its facilities accessible to Provider as required for
Provider's performance of its services.
D. RESERVED.
E. Prompt Notice. City will give prompt written notice to Provider whenever City observes or becomes
aware of any development that affects the scope or timing of Provider's Services,or of any defect in the
work of Provider or construction contractors.
F. Reserved.
G. Litigation Assistance. The Scope of Services does not include costs of Provider for required or
requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or
defended by City.All such Services required or requested of Provider by City,except for suits or claims
between the parties to this AGREEMENT,will be reimbursed as mutually agreed.
IV. COMPENSATION AND PAYMENT
A. The cost of services as specified in Exhibit `B" — Scope of Service shall be performed as shown in
Exhibit"C"—Breakdown of Costs.
B. Reimbursable expenses shall be billed to the City by the Provider. After review and approval, City shall
provide payment for reimbursable expenses on a monthly basis unless the parties agree to some other
schedule. Provider shall pay any suppliers or sub-contractors within 30 days of receipt of reimbursement
from the City.
C. Errors and Omissions. Additional work that is required to be performed by Provider that is a result of errors
or omissions by Provider shall not be compensated by City.
D. INCREASE OF FEES
The parties hereto acknowledge that, as of the date of the execution of the Agreement, Section 10-142
of the Omaha Municipal Code provides as follows: Any amendment to contracts or purchases which
taken alone increase the original fee as awarded(a)by ten percent,if the original fee is one hundred fifty
thousand dollars($150,000)or more,or(b)by seventy-five thousand dollars($75,000)or more,shall be
approved by the City Council in advance of the acceptance of any purchase in excess of such limits.
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However,neither contract nor purchase amendments will be split to avoid advance approval of the City
Council.
The originally approved scope and primary features of a contract or purchase will not be significantly
revised as a result of amendments not approved in advance by the City Council. The provisions of this
section will be quoted in all future City contracts.Nothing in this section is intended to alter the authority
of the Mayor under section 5.16 of the Charter to approve immediate purchases.
V. OWNERSHIP OF INSTRUMENTS OF SERVICE
The City acknowledges the Provider's documents, including electronic files, as instruments of professional
service.Nevertheless,upon completion of the services and payment in full of all monies due to the Provider,
the final documents prepared under this Agreement shall become the property of the City. The City shall not
reuse on another Project or make any modifications to the documents without prior written authorization of the
Provider.The City agrees,to the fullest extent permitted by law,to indemnify and hold harmless the Provider,
its officers,directors,employees and subconsultants(collectively,Provider)against any damages,liabilities or
costs, including reasonable attorneys' fees and defense costs, arising from or in any way connected with the
unauthorized reuse or modification of the documents by the City, regardless of whether such reuse or
modification is for use on this Project or another Project
VI. ADDITIONAL SERVICES
In the event additional services for the aforementioned Project not covered under this Agreement are required,
the Provider agrees to provide such services at a mutually agreed upon cost.
VII. INSURANCE REQUIREMENTS
The Provider shall carry commercial general liability insurance covering bodily injury, death and property
damage in the minimum amounts of$500,000 per occurrence and$1,000,000 annual aggregate. The Provider
shall carry workers' compensation insurance in accordance with the statutory requirements of the State of
Nebraska.
V I I I. INDEMNIFICATION
The Provider agrees,to the fullest extent permitted by law, to indemnify, defend and hold harmless the City, its
officers,directors and employees(collectively,City)against all damages,liabilities or costs,including reasonable
attorney's fees and defense costs,to the extent caused by the Provider's negligent performance of services under
this Agreement and that of its subcontractors or anyone for whom the Provider is legally liable;provided,that with
respect solely to the said duty to defend, such duty of the Provider to defend shall arise only if,and to the extent,
such duty is covered by Provider's liability insurance. The City agrees, to the fullest extent permitted by law,to
indemnify and hold harmless the Provider, its officers, directors, employees and subcontractors (collectively,
Provider) against all damages, liabilities or costs, including reasonable attorney's fees and defense costs in
connection with the Project, to the extent caused by the City's negligent acts or the negligent acts of anyone for
whom the City is legally liable.Neither the City nor the Provider shall be obligated to indemnify the other party in
any matter whatsoever for the other party's own negligence.The Provider shall not be liable for any loss of profit,
loss of business or any incidental, special,indirect or consequential losses
IX. TERMINATION OF AGREEMENT
Either party may terminate this Agreement without cause upon sixty(60)days' notice in writing.If either party
breaches this Agreement,the non-defaulting party may terminate this Agreement after giving seven (7)days'
notice to remedy the breach. On termination of this Agreement, the City shall forthwith pay Provider for the
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services performed to the date of termination and all finished or unfinished documents, data surveys, studies,
drawings,maps,models,reports or photographs shall become,at the City's option,its property.
X. GENERAL CONDITIONS
A. Non-discrimination. Provider shall not, in the performance of this Agreement, discriminate or permit
discrimination in violation of federal or state laws or local ordinances because of race, color, creed,
religion,sex,marital status,sexual orientation,gender identity,age,or disability as recognized under 42
USCS 12101 et seq.and Omaha Municipal Code section 13-89,race,color,creed,religion,sex,marital
status, sexual orientation,gender identity,national origin,age,or disability.
B. Captions. Captions used in this Agreement are for convenience and are not used in the construction of
this Agreement.
C. Applicable Laws. Parties to this Agreement shall conform with all existing and applicable City
ordinances, resolutions, state laws, federal laws, and existing and applicable rules and regulations.
Nebraska law will govern the terms and the performance under this Agreement.
D. Interest of the City.Pursuant to Section 8.05 of the Home Rule Charter,no elected official or any officer
or employee of the City shall have a financial interest, direct or indirect, in any City Agreement. Any
violation of this section with the knowledge of the person or corporation contracting with the City shall
render the Agreement voidable by the Mayor or Council.
E. Interest of the Provider. The Provider covenants that he presently has no interest and shall not acquire
any interest, direct or indirect, which would conflict with the performance of services required to be
performed under this Agreement; he further covenants that in the performance of this Agreement, no
person having any such interest shall be employed.
F. Authorization to Proceed. Execution of this AGREEMENT by City will be authorization for Provider
to proceed with the work,unless otherwise provided for in this AGREEMENT.
G. Force Majeure. Provider is not responsible for damages or delay in performance caused by acts of God,
strikes,lockouts,accidents,or other events beyond the control of Provider.In any such event,Provider's
contract price and schedule shall be equitably adjusted.
H. Intellectual Property. City acknowledges and agrees that in the performance of the development service,
Provider may utilize its proprietary data, concepts, methods, techniques, processes, protocols, ideas,
inventions, know-how, trade secrets, algorithm, software, works of authorship, software and hardware
architecture, databases, tools, other background technologies and standards of judgment that Provider
developed or licensed from third parties prior to the Effective Date(the"Pre-Existing Technology").
Subject to the terms and conditions of this AGREEMENT, Provider hereby grants to City a non-
exclusive, non-transferable,royalty-free license under Provider's Intellectual Property Rights to utilize
the Pre-Existing Technology for the purpose of the City Project.
City shall not,and shall not allow any third party to: (i)modify or otherwise create derivative works of
the Pre-Existing Technology;(ii)use the Pre-Existing Technology for any other purpose,other than the
City Project; (iii) make,have made,use, reproduce, license,display,perform, distribute, sell, offer for
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sale, service, support, or import any product that incorporates, embodies and/or is based upon the Pre-
Existing Technology; (iv) sublicense, distribute or otherwise transfer to a third party any of the Pre-
Existing Technology by itself or as incorporated into software or hardware; or (v) reverse engineer,
disassemble, decompile or attempt to derive the source code or underlying ideas or algorithms of the
Pre-Existing Technology. Any additional use of the Pre-Existing Technology shall require a separate
written license agreement.
I. Reserved.
J. No Third Party Beneficiaries. This Agreement gives no rights or benefits to anyone other than City and
Provider and has no third-party beneficiaries.
K. Merger.This Agreement shall not be merged into any other oral or written agreement, lease, or deed of
any type.This is the complete and full Agreement of the parties.
L. Modification. This Agreement contains the entire Agreement of the parties. No representations were
made or relied upon by either party other than those that are expressly set forth herein. No agent,
employee, or other representative of either party is empowered to alter any of the terms hereof unless
done in writing and signed by an authorized officer of the respective parties.
M. Assignment. The Provider may not assign its rights under this Agreement without the express prior
written consent of the City.
N. Strict Compliance.All provisions of this Agreement and each and every document that shall be attached
shall be strictly complied with as written, and no substitution or change shall be made except upon
written direction from authorized representative.
O. LB 403 Contract Provisions.-NEW EMPLOYEE WORK ELIGIBILITY STATUS-The Contractor
is required and hereby agrees to use a federal immigration verification system to determine the work
eligibility status of new employees physically performing service within the State of Nebraska.A federal
immigration verification system means the electronic verification of the work authorization program
authorized by the Illegal Immigration Reform and Immigrant Responsibility Act of 1996, 8 U.S.C.
1324a,known as the E-Verify Program,or an equivalent federal program designated by the United States
Department of Homeland Security or other federal agency authorized to verify the work eligibility status
of a newly hired employee.
If the Contractor is an individual or sole proprietorship,the following applies: 1. The Contractor must
complete the United States Citizenship Attestation Form,available on the Department of Administrative
Services website at www.das.state.ne.us 2.If the Contractor indicates on such attestation form that he or
she is a qualified alien, the Contractor agrees to provide the US Citizenship and Immigration Services
documentation required to verify the Contractor's lawful presence in the United States using the
Systematic Alien Verification for Entitlements (SAVE) Program. 3. The Contractor understands and
agrees that lawful presence in the United States is required and the Contractor may be disqualified or the
contract terminated if such lawful presence cannot be verified as required by Neb.Rev. Stat. §4-108.
P. Certificate of Authorization. If this Agreement contemplates the performance of professional
architecture or engineering work by the Provider,the Provider shall provide to the City,and maintain in
good standing, a current Certificate of Authorization from the State of Nebraska as required by Neb.
Rev. Stat. section 81-3436.
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Q. Debarment or suspension by any federal agency. (This section applies if any part of this Agreement is
funded by a federal agency.) Office of Management and Budget (OMB) guidelines require that any
individual or entity that has been placed on the Excluded Parties List System ("EPLS" - available for
review through www.sam.gov)may not be a participant in a federal agency transaction that is a covered
transaction or act as a principal of a person participating in one of those covered transactions. These
guidelines apply to covered transactions under a grant from any federal agency for which a recipient
expects to receive reimbursement for expenditures incurred or an advance on future expenditures.
The Contractor providing goods and/or services to the City of Omaha certifies, by acceptance and
execution of this Agreement,that neither it nor its principals are presently debarred,suspended,proposed
for debarment, declared ineligible,or voluntarily excluded from participation in this transaction by any
federal department or agency.The Contractor further agrees,by accepting and executing this Agreement,
that it will include this clause without modification in all lower tier transactions,solicitations,proposals,
contracts, and subcontracts. Where the Contractor or any lower tier participant is unable to certify this
statement,it shall attach an explanation to this Agreement.
R. Contract Compliance Ordinance No.35344,Section 10-192
Equal Employment Opportunity Clause
During the performance of this contract,the Contractor agrees as follows:
1) The Contractor shall not discriminate against any employee or applicant for employment because
of race,color,creed,religion,sex,marital status,sexual orientation,gender identity,national origin,
age, or disability.The Contractor shall ensure that applicants are employed and that employees are
treated during employment without regard to their race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, national origin, age, or disability. As used herein, the word
"treated"shall mean and include,without limitation,the following:recruited,whether by advertising
or by other means; compensated; selected for training, including apprenticeship; promoted;
upgraded;demoted;downgraded;transferred;laid off;and terminated.The Contractor agrees to and
shall post in conspicuous places, available to employees and applicants for employment,notices to
be provided by the contracting officers setting forth the provisions of this nondiscrimination clause.
2) The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of
the Contractor,state that all qualified applicants will receive consideration for employment without
regard to race,color,creed,religion,sex,marital status,sexual orientation,gender identity,national
origin,age,or disability.
3) The Contractor shall send to each labor union or representative of workers with which he has a
collective bargaining agreement or other contract or understanding a notice advising the labor union
or worker's representative of the Contractor's commitments under the Equal Employment
Opportunity Clause of the City and shall post copies of the notice in conspicuous places available
to employees and applications for employment.
4) The Contractor shall furnish to the Human Rights and Relations Director all Federal forms
containing the information and reports required by the Federal government for Federal contracts
under Federal rules and regulations, and including the information required by Sections 10-192 to
10-194, inclusive, and shall permit reasonable access to his records. Records accessible to the
Human Rights and Relations Director shall be those which are related to Paragraphs (1) through
(7)of this subsection and only after reasonable notice is given the Contractor. The purpose for this
provision is to provide for investigation to ascertain compliance with the program provided for
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herein.
5) The Contractor shall take such actions with respect to any subcontractor as the City may direct as a
means of enforcing provisions of Paragraphs (1) through (7) herein, including penalties and
sanctions for noncompliance; however, in the event the Contractor becomes involved in or is
threatened with litigation as the result of such directions by the City, the City will enter into such
litigation as necessary to protect the interests of the City and to effectuate the provisions of this
division; and in the case of contracts receiving Federal assistance,the Contractor or the City may
request the United States to enter into such litigation to protect the interests of the United States.
6) The Contractor shall file and shall cause his subcontractors, if any,to file compliance reports with
the Contractor in the same form and to the same extent as required by the Federal government for
Federal contracts under Federal rules and regulations. Such compliance reports shall be filed with
the Human Rights and Relations Director. Compliance reports filed at such times as directed shall
contain information as to the employment practices, policies, programs and statistics of the
Contractor and his subcontractors.
7) The Contractor shall include the provisions of Paragraphs (1) through (7) of this Section, "Equal
Employment Opportunity Clause", and Section 10-193 in every subcontract or purchase order so
that such provisions will be binding upon each subcontractor or vendor.
S. Conflict. In the event of any conflict between this Agreement and any of the exhibits attached hereto,the
terms of this Agreement shall take precedence.
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Ird
EXECUTED this c J day of 1\1\o-1,l , 20 3 .
L-Q-Free America,Inc.
By WU111-1(1 NH-CtGy
Exectk\�ve V lCC-P( Opera- b1
(Title)
J
EXECUTED this I�7 day of -� ,207.7) .
ATTEST CITY OF OMAHA,A Municipal Corporation
City Clerk Mayor
APPROVED AS TO FORM:
. s//.,oZi.
Deputy City Attorney
Revised: 04/20/2023
EXHIBIT"A"
RESERVED
EXHIBIT"B"
Q-Free Contract Renewal Proposal
S I II VI 1 .0
CONTRACT RENEWAL
PROPOSAL
City of Omaha, Nebraska
20 Apr 2023
Q-Free America,Inc.
4660 La Jolla Village Drive,Suite 100
San Diego,CA 92122
USA
FREE
www.q-free.com
0
FREE
CONTRACT RENEWAL PROPOSAL 1 111
Updated: 10 Mar 2023
0
FREE
Table of Contents
1. Background 4
2. Cost Item Descriptions 6
2.1. Base Items 6
2.1.1. Furnish Traffic Signal Controller 1C Module 6
2.1.2. Furnish Traffic Signal Controller Local Software (CLS) 6
2.1.3. . CLS Maintenance and Support 6
2.1.4. ATMS Software Maintenance and Support 7
2.1.5. ASCT Software Maintenance and Support 7
2.1.6. Additional Training (remote or on-site) 7
2.1.7. Travel Fee for On-site Visits 7
2.2. Optional Items 7
2.2.1. Adaptive Signal Control Software License: 7
2.2.2. Adaptive Signal Control Configuration and Deployment 8
2.2.3. Optional Cloud Hosting for Central ATMS (Standard, Enhanced, or Premium) 8
2.2.4. Software Development 8
2.2.5. Field Support I 9
2.2.6. Field Support II 9
3. Cost Proposal 10
3.1. Base Items 10
3.2. Optional Items 11
2I
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FREE
CONTRACT RENEWAL PROPOSAL 3 111
Updated: 10 Mar 2023
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1. Background
The City of Omaha, Nebraska, seeks a new contract to continue support for and deployment of the traffic
signal controller hardware,traffic signal controller local software, ATMS central software, and Adaptive
Signal Control Technology (ASCT) software procured under the City contracts listed below.
• OPW 52543, CLS Software
• OPW 52543,ATMS Software
• OPW 52148, Dodge Street Adaptive Signal Control Technology (ASCT) Project
• OPW 52948, 84th Street Adaptive Signal Control Technology (ASCT) Project
• OPW 51923,Adaptive Traffic Control System —144th Street Project
• OPW 51924,Adaptive Traffic Control System —132nd Street Project
The CLS and ATMS contracts expire on 05/24/2023 and 04/10/2023, respectively while the ASTC
contracts expire on 12/16/2024 and 04/08/2025.
Additional services may be necessary to manage and maintain optimal traffic signal operations citywide.
These services shall include but are not limited to software support and maintenance, additional training,
software development, and field support.The length of this proposed contract shall be an initial period of
two (2) years plus 3, 2-year options for renewal for a total of eight (8) years.
This contract consists of the following items, for which details are provided in the Cost Proposal section
below.
• Furnish 2070 1C ATC CPU modules
• Furnish MAXTIME is Controller Local Software (CLS)
• CLS Software Maintenance and Support, including upgrades, bug fixes and troubleshooting, for
licensed software,for the life of the contract.
• ATMS Software Maintenance and Support, including upgrades, bug fixes and troubleshooting,for
licensed software,for the life of the contract.
• ASCT Software Maintenance and Support, including upgrades, bug fixes and troubleshooting, for
licensed software, for the life of the contract.
• Additional Training (remote or on-site)
• Travel fee for on-site visits (training or field support)
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0
FREE
Optional items that can, upon agreement, be included in this contract are:
• Adaptive Signal Control License
• Adaptive Signal Control Configuration and Deployment
• Optional Cloud Hosting for Central ATMS (standard, enhanced, or premium tiers)
• Software Development
• Field Support I
• Field Support II
CONTRACT RENEWAL PROPOSAL 5 1 1I
Updated: 10 Mar 2023
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2. Cost Item Descriptions
2.1. Base Items
The following base items shall be included in the Offeror's proposal.
2.1.1. Furnish Traffic Signal Controller 1C Module
The Offeror shall furnish a Linux-based 2070-1C module with a fully ATC compliant engine board CPU
module and 2070 slot carrier module with front panel support. Quantities are estimates only and are
subject to change. Based on funding, it is possible that the quantity purchased in any one Calendar Year is
zero. Estimated quantities by Calendar Year include:
• Calendar Year 2023 — 100 units
• Calendar Year 2024— 100 units
• Calendar Year 2025 — 100 units
• Calendar Year 2026 — 100 units
• Calendar Year 2027 — 100 units
• Calendar Year 2028— 100 units
• Calendar Year 2029— 100 units
• Calendar Year 2030— 100 units
2.1.2. Furnish Traffic Signal Controller Local Software (CLS)
The Offeror shall furnish the MAXTIME is local controller software. Quantities are estimates only and are
subject to change. Based on funding, it is possible that the quantity purchased in any one Calendar Year is
zero. Estimated quantities by Calendar Year include:
• Calendar Year 2023 — 100 units
• Calendar Year 2024— 100 units
• Calendar Year 2025 — 100 units
• Calendar Year 2026 — 100 units
• Calendar Year 2027 — 100 units
• Calendar Year 2028— 100 units
• Calendar Year 2029 — 100 units
• Calendar Year 2030— 100 units
2.1.3. CLS Maintenance and Support
The Offeror shall provide an annual cost for maintenance and support, including upgrades, bug fixes and
troubleshooting,for the life of the contract.
The terms and conditions related to this item are detailed in the attached Q-Free Software O&M and
Support Agreement,, revision 2022.2-0.
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FREE
2.1.4. ATMS Software Maintenance and Support
The Offeror shall provide an annual cost for maintenance and support, including upgrades, bug fixes and
troubleshooting, for the life of the contract.
The terms and conditions related to this item are detailed in the attached Q-Free Software O&M and
Support Agreement, revision 2022.2-0.
2.1.5. ASCT Software Maintenance and Support
The Offeror shall provide an annual cost for maintenance and support, including upgrades, bug fixes and
troubleshooting, for the Life of the contract.
The terms and conditions related to this item are detailed in the attached Q-Free Software O&M and
Support Agreement, revision 2022.2-0.
2.1.6. Additional Training (remote or on-site)
The Offeror shall provide additional remote or on-site training sessions, on an hourly basis, to cover
advanced topics such as Connected Vehicles,Traffic Responsive, Transit Signal Priority, or other future
enhancements to the software. This item may also be used for training on new releases of the covered
software. Preparation of quick reference guides, manuals, web-based training, or videos as requested by
the Agency.
• Remote training requests must be for a minimum of four(4) hours.
• On-site training requests must be for a minimum of eight (8) hours.
• On-site requests will incur a daily travel fee.
• On-site requests may not exceed one (1) business week.
2.1.7. Travel Fee for On-site Visits
The Offeror shall provide a daily cost for visits by Q-Free staff requested by the City, whether for additional
trainings or field support. This cost will cover the following travel-related expenses.
• Remote training requests must be for a minimum of four(4) hours.
• Travel to/from the City
• Rental car
• Lodging expenses
• Per diem expenses
2.2. Optional Items
2.2.1. Adaptive Signal Control Software License:
The Offeror shall provide a per unit license cost to provide the MAXTIME adaptive local software at a single
intersection.
CONTRACT RENEWAL PROPOSAL 7 111
Updated: 10 Mar 2023
0
•
FREE
2.2.2. Adaptive Signal Control Configuration and Deployment
The Offeror shall provide a per-intersection cost for the configuration and deployment of adaptive signal
control. This item shall be performed on-site, and the provided cost shall include travel.
2.2.3. Optional Cloud Hosting for Central ATMS (Standard, Enhanced, or Premium)
The Offeror shall provide an annual cost for cloud hosting for the Central ATMS software. Pricing for this
item is based upon a 3-year commitment and acceptance of Q-Free's standard hosting agreement.The
terms and conditions related to cloud hosting are detailed in the attached Q-Free Software O&M and
Support Agreement, revision 2022.2-0.
Q-Free offers three tiers of cloud hosting for the Central ATMS software with each tier providing different
levels of availability and data storage. The table below details the specifics of each hosting tier.
Item Standard Enhanced Premium
Term (years) 3 3 3
Hosting Availability 95% 97% 99%
Hi-Res Storage 90 days 6 months 1 year
Aggregate Storage 6 months 1 year 3 years
Support/Software SLA Standard Standard Standard
Automated Monitoring No No Yes
2.2.4. Software Development
The Offeror shall provide a daily cost for development of future enhancements or needs for MAXTIME ic,
MAXTIME adaptive, ATMS software, and any other covered Q-Free products or functions related to the
management of traffic signals. Enhancements and features to be delivered as Commercial-off-the-Shelf
(COTS) software.
In the event the City chooses to purchase this optional service,the City will provide a request detailing the
desired scope of services. Q-Free will review and provide an estimate of the time required to provide the
desired services.The City will review this estimate and, if acceptable, will provide a purchase order to Q-
Free for the specified number of days.
8IU
0
FREE
2.2.5. Field Support I
The Offeror shall include hourly costs for providing traffic engineer or field technician labor to support
deployments of MAXTIME ic, MAXTIME adaptive, and/or the covered central ATMS software.
• Remote field support requests must be for a minimum of four (4) hours.
• On-site field support requests must be for a minimum of eight (8) hours.
• On-site requests will incur a daily travel fee.
• On-site requests may not exceed one (1) business week.
In the event the City chooses to purchase this optional service,the City will provide a request detailing the
desired scope of services. Q-Free will review and provide an estimate of the hours required to provide the
desired services. The City will review this estimate and, if acceptable, will provide a purchase order to Q-
Free for the specified number of hours.
2.2.6. Field Support II
The Offeror shall include hourly costs for providing senior traffic engineer or systems engineer labor to
support deployments of MAXTIME ic, MAXTIME adaptive, and/or the covered central ATMS software.
• Remote field support requests must be for a minimum of four(4) hours.
• On-site field support requests must be for a minimum of eight (8) hours.
• On-site requests will incur a daily travel fee.
• On-site requests may not exceed one (1) business week.
In the event the City chooses to purchase this optional service, the City will provide a request detailing the
desired scope of services. Q-Free will review and provide an estimate of the hours required to provide the
desired services. The City will review this estimate and, if acceptable, will provide a purchase order to Q-
Free for the specified number of hours.
CONTRACT RENEWAL PROPOSAL 9 111
Updated: 10 Mar 2023
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Exhibit"C"
Q-Free Software Maintenance&Support Agreement
EXHIBIT C
Q
FREE
Q-FREE SOFTWARE O&M, AND SUPPORT
AGREEMENT
This Software Maintenance &Support Agreement (the"Agreement") is made and effective
BETWEEN: Q-Free America Inc. ("Q-Free"), a corporation organized and existing
under the laws of the State of California, with its head office located
at:
4660 La Jolla Village Dr. Ste 100
San Diego, CA 92122
AND: (the "Customer"), a corporation organized
and existing under the laws of the of
,with its head office located at:
hereinafter be referred to cumulatively as the "Parties" and singularly as the "Party".
RECITALS
This Agreement sets forth the terms and conditions under which Q-Free will provide Customer with
certain software maintenance and support services on specified Customer premises (hereinafter
referred to as the "Customer Provided Network Location(s)" and identified in Exhibit E).
WHEREAS, Q-Free has developed and owns certain traffic managements Software and related
documentation more particularly described in Exhibit A attached.
WHEREAS Customer wishes to subscribe to Q-Free's Software Maintenance and Support Services
under the conditions set forth in this Agreement.
WHEREAS, Q-Free has provided to Customer certain software, hereinafter referred to as the
"Covered Software" and identified in Exhibit A) pursuant to a software license agreement between
the parties (the "License Agreement"); and
NOW,THEREFORE, in consideration of the mutual agreements and promises contained herein and
for other good and valuable consideration,the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:
Q-Free Software O&M and Support Agreement 11 of 16
Customer initials Q-Free initials rev 2022.2-0
Q
FREE
1. FEES
Customer agrees to pay the fees and other charges for all services provided under this Agreement as
specified in Exhibit B of this Agreement. Annual fees shall be paid within 30 days of the effective day
of this agreement, and annually within 30 days of the annual subscription renewal date. All amounts
payable hereunder are exclusive of any and all taxes, and Customer is responsible for payment of
such taxes.
2. DESCRIPTION OF SERVICES
A. SUPPORT SERVICES
During the term of this Agreement, Q-Free will provide the services described herein to maintain the
Covered Software in good working order, keeping it free from material defects so that the Covered
Software shall function properly and in accordance with the accepted level of performance as set
forth in the License Agreement.
B. SUPPORT CENTER HOURS
Q-Free will make available to Customer a telephone and email help desk facility for Customer to
contact, requesting service of the Covered Software. The Support Center can also be used to notify
Q-Free of problems associated with the Covered Software and related documentation.
Unless indicated below, our standard maintenance package includes support Monday through Friday
from 8:00 am to 8:00 pm Eastern, excluding federal holidays. Extended coverage is available for an
additional fee.
❑ Upgrade to 24/7 phone and email support for a fee (defined in Exhibit B
Pricing & Payment Schedule)
C. ONLINE SUPPORT PORTAL
Q-Free will make available to Customer an online Support Portal to access, download, and review
support material for Covered Software that may include (1) product manuals; (2)video tutorials; (3)
application or firmware downloads; (4) release notes; (5) technical notes, instruction guides.
The Support Portal can also be used to create a support ticket and to notify Q-Free of problems
associated with the Covered Software and related documentation.
The Support Portal will be accessible to Customer-approved users with verified Customer email
address throughout the duration of this Agreement.
D. SUPPORT SERVICE PERFORMANCE LEVEL
Upon receipt by Q-Free of notice from Customer through the Support Center of an error, defect,
malfunction, or nonconformity in the Covered Software, Q-Free shall respond in accordance with the
response times in Table 1 below.All times are for normal business hours as described in Section Bi.
Q-Free Software O&M and Support Agreement 12 of 16
Customer initials Q-Free initials rev 2022.2-0
Q
FREE
Severity Example Response Anticipated
Time Resolution Time
Critical System is completely 4 hours 5 business days
unavailable.
Serious During use of operationally 8 hours 10 business days
critical features, system
repeatedly(3x or more)
becomes unavailable requiring
server restart to restore
functionality.
Moderate Product crashes or does not 24 hours 30 business days
function as expected during
edge case or rarely used
scenarios.
Minor Product occasionally does not 48 hours 3-6 months
work as designed during edge
case scenarios.
Table 1: Response Time Matrix.
All claims under this Agreement must be made in writing to Q-Free and a support ticket number (SN)
must be obtained. Upon issuance of a support ticket Q-Free support engineers will make
commercially reasonable efforts as described above to resolve the issue.
E. SOFTWARE RELEASES &UPDATES
During the term of this Agreement, Q-Free will maintain the Covered Software by providing software
updates and enhancements to Customer as the same are offered by Q-Free to its licensees of the
Covered Software under maintenance generally("Updates").The term Updates will include an
upgrade of the Covered Software from MAXVIEW to Kinetic Signals.
All software updates and enhancements provided to Customer by Q-Free pursuant to the terms of
this Agreement shall be subject to the terms and conditions of the License Agreement between the
parties. Updates will be provided on an as-available basis and include the items listed below:
i. Hotfix release, when needed to address product defects, Q-Free will provide copies of all
such software Hotfix Release to the Customer promptly following the general release of
the relevant Hotfix Patches to the customers; and apply such Hotfix Release to the
Software promptly following the general release of the relevant Hotfix Release to the
customers of the Supplier through remote access. If the hardware or operating system in
user by the Customer is deemed not to be sufficient for installation of the Hotfix Release,
then the Customer shall be responsible for the cost of any new hardware or software as
may be required;
Q-Free Software O&M and Support Agreement 13 of 16
Customer initials Q-Free initials rev 2022.2-0
Q
FREE
ii. Enhancement to market data service software provided by Q-Free to keep current with
changes in market data services or as Q-Free makes enhancements;
iii. Enhancements to keep current with the current hardware vendor's OS releases, as
available from Q-Free, provided that the current hardware vendor's 0S release is both
binary and source-compatible with the OS release currently supported by Q-Free; and
iv. Provide Updates of Covered Software, promptly following reasonable prior notification of
Major Releases of relevant Update, through remote access or on-site support if required,
provided that the hardware or operating system in use by the Customer is deemed
sufficient for installation of the Update release, otherwise Customer shall be responsible
for the cost of any new hardware or software as may be required for the installation of the
Update.
v. Exclusions
1. New or different software modules not included in the original license
agreement; and
2. Migration of existing licensed software to (1) different hardware platforms;
(2) different operating system platforms; (3) a new Customer Provided
Network Location.
Updates will be provided in an electronic format and will include related documentation. All such
deliveries shall be made by a single communication to a single Customer designated distribution
point. Duplication, distribution and installation of Updates is the responsibility of Customer. If
requested, Q-Free will provide on-site assistance in the installation of Updates on a time and
materials basis, plus expenses. Requests and quotes can be made by creating a ticket with Q-Free
support.
Q-Free assumes no responsibility for the correctness of, performance of, or any resulting
incompatibilities with, current or future releases of the Covered Software if the Customer has made
changes to the system hardware/software configuration or modifications to any supplied source
code which changes affect the performance of the Covered Software and were made without prior
notification and written approval by Q-Free. Q-Free assumes no responsibility for the operation or
performance of any Customer-written or third-party application.
F. SERVICES NOT INCLUDED
Maintenance Services do not include any of the following:
(1) Custom programming services
(2) On-site support, including installation of hardware or software
(3) Support of any software that is not Covered Software
(4) Initial installation and set up
(5) Out-of-pocket and reasonable expenses, including hardware and related supplies
(6) Integration and configuration support
Q-Free Software O&M and Support Agreement i 4 of 16
Customer initials Q-Free initials rev 2022.2-0
Q
FREE
(7) Operating system support
(8) Signal timing operations
(9) Signal hardware maintenance
(10) Configuration of Federated Authentication
(11) Configuration of high availability environments
(12) Acquiring, installing, and maintaining SSL certificates
(13) A license to use the Covered Software
G. OPTIONAL ADD-ON SERVICES
Q-Free will provide the following optional add-on services as selected below:
❑ Intersection configuration for signals (Signal permits/diagrams with all
pertinent information must be provided by Customer).
❑ User configuration for users (User register with all pertinent information must
be provided by Customer).
❑ Configuration of federated authentication.The Agency's existing authentication platform
is . If selecting this option, Agency must provide Q-Free staff with
sensitive security information.
❑ Acquiring, installing, and maintaining an SSL Certificate for HTTPS access to the Covered
Software.
❑ Configuration and maintenance of a high-availability environment as described in the
Network Architecture in Exhibit C.This option applies for on-prem deployments only.
3. CUSTOMER'S RIGHTS AND OBLIGATIONS
Customer agrees that it shall:
A. be responsible for providing and maintaining its own Internet access and all necessary
telecommunications equipment, hardware, software and other materials ("Customer
Equipment and Configuration") as defined in Exhibit D;
B. locate the Customer Equipment and Configuration at the Customer's Location defined
in Exhibit E;
C. deploy the Customer Equipment and Configuration in accordance with the Network
Architecture in Exhibit C;
D. be responsible for the cost of any existing or new hardware or software that may be
required, if the hardware or operating system in use by the Customer is deemed not to
be sufficient for installation and operation of the Covered Software;
Q-Free Software O&M and Support Agreement 15 of 16
Customer initials Q-Free initials rev 2022.2-0
Q
FREE
E. notify Q-FREE of any changes in the Customer Equipment and Configuration, including
any system configuration changes or any hardware or software upgrades, which may
affect the Covered Software provided under this Agreement at least 30 days in advance •
of the changes. Q-Free is not liable for outages caused by unscheduled changes to the
Customer Equipment and Configuration. Customer agrees to provide Q-Free staff with
24/7 autonomous administrative remote access to the servers.
F. comply with all applicable laws and regulations with respect to its activities under this
Agreement; and
G. ensure that its network and systems comply with the relevant specifications provided
by the Company from time to time.
To the extent that certain components of the Software may be downloaded to Customer's or User's
computer as a result of accessing the Covered Software as part of the Covered Software, Q-Free
grants Customers a non-exclusive, non-transferable, limited license, with right to sublicense solely to
Users, to use such Software only in connection with the Covered Software under this agreement.
Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users
disassemble,decompile, or otherwise attempt to discern the source code of such Software.
Customer agrees that, except as expressly set forth in this Section and in Section 8, it will not rent,
lease, sublicense, re-sell,time-share or otherwise assign to any third party this Agreement or any of
Customer's rights or licenses to access the Covered Software or the Q-Free System, nor shall
Customer use, or authorize others to use, the Covered Software, or the Q-Free System to operate a
service bureau. Notwithstanding the preceding sentence, Customer shall be permitted to provide
access to the Q-Free System to its employees and agents located worldwide.
4. REPRESENTATIONS AND WARRANTIES
Q-Free hereby represents and warrants to Customer that:
A. Q-Free is the owner of all right, title and interest, including copyright to the Covered
Software, or has the authority to enter into this Agreement on behalf of the owner.
B. Q-Free has not granted any rights or licenses to the Covered Software that would
conflict with Q-Free's obligations under this Agreement.
C. Q-Free is fully aware of Customer's business requirements and intended uses for the
Covered Software and the Covered Software shall satisfy such requirements and is fit
for such intended uses.
D. Q-Free will not enter into any agreement with any third party which would affect
Customer's rights under this Agreement, or bind Customer to any third party, without
Customer's prior written consent.
Q-Free Software O&M and Support Agreement 16 of 16
Customer initials Q-Free initials rev 2022.2-0
Q
FREE
E. Customer's use of the Covered Software as authorized by this Agreement will not
infringe any existing copyright, trade secret, patent, or trademark rights of any third
party.
F. To the extent permitted by applicable statutory law, Q-Free makes no other warranty or
guarantees of support, either expressed or implied, with respect to the Covered
Software.
5. TERM AND TERMINATION
This Agreement shall continue in effect from the date this Agreement is executed by both parties for
a one-year period, and thereafter shall renew automatically for successive one-year periods unless
either party gives the other party at least 60 days prior written notice of its intent not to renew the
Agreement.
Q-Free shall have the right to immediately terminate this Agreement if Customer fails to perform any
obligation required of Customer under this Agreement or fails to pay its annual or period services
fees when due. This Agreement will also automatically terminate if Customer fails to comply with
any term or condition of any of the software licenses acquired for the Covered Software.
Upon termination of this agreement, Customer shall cease all use of the Q-Free software package.
All Customer generated data shall remain property of the Customer. Q-Free administered hosted
solutions Customer generated datasets shall be provided to the agency within thirty (30) days of
acknowledged receipt of cancellation notice.All data will be provided electronically in the Q-Free
software's native file format. Customer owned system environments shall continue to have access to
the Customer generated datasets. All data will be in the Q-Free software's native file format.The
Customer shall provide remote system access to Q-Free for thirty (30) days after acknowledged
cancellation notice for removal of the Covered Software.
6. CUSTOMER REFERENCES
Customer agrees that, during the term of this Agreement, Q-Free may reference Customer in Q-
Free's customer listings and may place Customer's name and logo on Q-Free's web site and in
collateral marketing materials relating to Q-Free's products and services. Customer hereby grants Q-
Free a right to use Customer's trademarks (name and logo only) designated by Customer for such
limited uses, subject to Customer's trademark/logo usage guidelines, if any, provided by Customer to
Q-Free. With these limited exceptions, Q-Free agrees that it may not use Customer's name, logo, or
any other trademarks (including in any press releases, customer"case studies," and the like) without
Customer's prior consent.
7. CONFIDENTIALITY
Each party agrees that it shall not disclose to any third party any information concerning the
customers, trade secrets, methods, processes, or procedures or any other confidential, financial, or
business information of the other party which it learns during its performance of this Agreement,
Q-Free Software O&M and Support Agreement 17 of 16
Customer initials Q-Free initials rev 2022.2-0
Q
FREE
without the prior written consent of such other party. This obligation shall survive the cancellation or
other termination of this Agreement.
The Covered Software contains trade secrets and proprietary know-how that belong to us, and it is
being made available to Customer in strict confidence.
ANY USE OR DISCLOSURE OF THE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCALS OR
INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS AGREEMENT, MAY BE
ACTIONABLE AS A VIOLATION OF OUR TRADE SECRET RIGHTS.
8. PUBLICITY
Q-Free shall not refer to the existence of this Agreement in any press release, advertising or
materials distributed to prospective customers, without the prior written consent of Customer.
9. ASSIGNMENT
Customer may assign this Agreement to any subsidiary or affiliate under its control, or as part of the
sale of that part of its business which includes the Hardware or any substantial portion of its data
processing facilities, or pursuant to any merger, consolidation, or other reorganization, without Q-
Free's consent, upon notice to Q-Free. Q-Free shall not assign this Agreement without Customer's
prior written consent, which shall not be unreasonably withheld. An assignee of either party, if
authorized hereunder, shall have all the rights and obligations of the assigning party set forth in this
Agreement.
10. INDEMNITY
Q-Free agrees to indemnify and hold harmless Customer and its subsidiaries or affiliates under its
control, and their directors, officers, employees and agents, against any and all losses, liabilities,
judgments, awards and costs (including legal fees and expenses) arising out of or related to any
claim that Customer's use or possession of the Covered Software or Documentation, or the license
granted hereunder, infringes or violates the copyright, trade secret or other proprietary right of any
third party. Q-Free shall defend and settle at its sole expense all suits or proceedings arising out of
the foregoing, provided Customer gives Q-Free prompt notice of any such claim of which it learns. No
settlement which prevents Customer from continuing to use the Software System as provided herein
shall be made without Customer's prior written consent. In all events, Customer shall have the right
to participate in the defense of any such suit or proceeding through counsel of its own choosing.
Q-Free shall have no liability for any claim based on (a) a modification of the Covered Software not
authorized by Q-Free, or(b) use of the Covered Software other than in accordance with the
Documentation, this Agreement and end user license agreement.
Clause 10 shall survive termination of this Agreement.
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11. ATTORNEY FEES
If any legal action is necessary to enforce this Agreement, the prevailing party shall be entitled to
reasonable attorney fees, costs, and expenses in addition to any other relief to which it may be
entitled.
12. LIMITED LIABILITY
A. This Agreement does not include repair services due to damage caused by rain, fire,
flood, lightning, tornado, windstorm, hail, earthquake, explosion, smoke, aircraft, motor
vehicle, collapse of building, strike, riot, power failure or fluctuation, or other case
originating by reason of other than normal operation of the software, or the Customers
negligence or misuse of the software.
B. This Agreement does not cover support, repair or warranty of any hardware or 3rd party
software installed as part of the Software.
C. Q-Free shall not be held liable for any indirect, special, incidental, exemplary, punitive
or consequential damages suffered by the Customer, any party claiming on behalf of or
through the Customer, or any other third party resulting from or arising out of or related
to this Agreement or the failure of the Covered Software, including without limitation,
damages for loss of business or profits, business interruption, damage or loss or
destruction of data or loss of use of the Covered Software, even if such party has been
previously advised of the possibility of such damage.
D. Q-Free's total aggregate liability in contract, tort (including negligence or breach of
statutory duty), misrepresentation, restitution or otherwise,arising in connection with
the performance or contemplated performance of this Agreement shall be limited to
the total Fees paid for the Services immediately preceding the date on which the claim
arose.
13. NOTICE
All notices required or permitted to be given by one party to the other under this Agreement shall be
sufficient if sent by certified mail, return receipt requested, to the parties at the respective addresses
set forth above or to such other address as the party to receive the notice has designated by notice to
the other party, or by electronic mail to
14. GOVERNING LAW
This Agreement shall be governed by and construed under the laws of the State of California. Q-Free
consents and agrees that all legal proceedings relating to the subject matter of this Agreement shall
be maintained in courts sitting within the State of California, and Q-Free consents and agrees that
jurisdiction and venue for such proceedings shall lie exclusively with such courts. Service of process
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in any such proceeding may be made by certified mail, return receipt requested, directed to the
respective party at the address at which it is to receive notice as provided herein.
15. SEVERABILITY
If any provision of this Agreement is held invalid or otherwise unenforceable,the enforceability of the
remaining provisions shall not be impaired thereby.
16. NO WAIVER
The failure by any party to exercise any right provided for herein shall not be deemed a waiver of any
right hereunder.
17. COMPLETE AGREEMENT
This Agreement sets forth the entire understanding of the parties as to its subject matter and may
not be modified except in a writing executed by both parties.
IN WITNESS WHEREOF,the parties have executed this Agreement on the dates set forth first above,
with full knowledge of its content and significance and intending to be legally bound by the terms
hereof.
CUSTOMER Q-FREE
Authorized Signature Authorized Signature
Printed Name and Title Printed Name and Title
Date Date
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EXHIBIT A
SOFTWARE COVERED BY Q-FREE
The following is defined as Covered Software under this Agreement
Q-Free developed and owned software ("Covered Software")
• Kinetic Signals
•
•
•
•
•
Software licensed by 3rd party that has been deployed to support the Q-Free Covered Software:
• N/A
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EXHIBIT B
PRICING & PAYMENT SCHEDULE
The following is defined as the pricing and payment Exhibit under this Agreement:
Item Payment Term Due Date Cost
Initial set up and configuration One-time Upon installation
Software O&M Annual 5tn day of the month
following installation,
and annually thereafter
Optional: Intersection One-time Upon Configuration
Configuration for X signals
Optional: User Configuration One-time Upon Configuration
for X users
Optional: Configuration of One-Time Upon configuration
Federated Authentication
Optional: Configuration of SSL One-time Upon configuration
Certificates Annual 5tn day of the month
following installation
and annually thereafter
Optional: Configuration of a One-time Upon configuration
High-availability network Annual 5tn day of the month
following installation
and annually thereafter
Optional: 24/7 Support Annual 5tn day of the month
Upgrade following installation,
and annually thereafter
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EXHIBIT C
NETWORK ARCHITECTURE
The network diagram below shows the standard network architecture for an Agency on-premises system.The system must be configured in
accordance with the architecture below.Substitutions or alterations to this architecture may not be used without prior written consent from
Q-Free.Q-Free shall not be liable for the proper operation of Kinetic Signals under any environment that deviates from these specifications.
E-mail Server
. i Controller
,rt
oe
Opo e•a\5e ve Network
Ubuntu 20.04 Server
ontroUers
Kubernetes oa\
Keycloak ports reauWed bV the s,g
WebUl
Polling Engine
GraphOLAPI
Database
Analytics Engine Ports 25,80,443
ClusterIP Address Internet
Server IP Address Ports8Qaha4Q3 • Image
License positorie
alidation
[OW
Ports 80 and 443 DNS Resolution
Server Updates
Aerial Maps
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EXHIBIT D
CUSTOMER EQUIPMENT & CONFIGURATION
Kinetic Signals was designed for the cloud. Dubbed by tech experts and leaders as superior to on-
premises solutions, cloud-based solutions provide increased flexibility, reliability, and security. It
also eliminates the headache of maintaining servers and backing up and restoring data.
Recognizing that not all agencies are ready or able to migrate to a cloud-hosted system, Q-Free will
continue to offer Kinetic Signals as an on-premises ("on-prem") solution in the near term. Agencies
are able to migrate to a cloud-hosted system down the road with minimal disruption to operations,
given Kinetic Signals' modern tech stack, at an additional cost.
If selecting an on-prem deployment, Kinetic Signals and related modules must be configured in
accordance with the following specifications. Substitutions or alterations to these specifications may
not be used without written consent from Q-Free. Q-Free shall not be liable for the proper operation
of Kinetic Signals under any environment that deviates from these specifications.
If your agency is unable to meet all the Kinetic Signals system requirements below, we suggest you
consider cloud hosting. Hosting options are available through Q-Free, the Agency, or third parties. Q-
Free will be happy meet with your agency to discuss how cloud hosting can meet your needs at a
comparable cost.
SERVER REQUIREMENTS
The server requirements are as follows:
• Operating System: Ubuntu Server 20.4.1 LTS
• Kubernetes version 1.9 to 1.21
• Storage: 300GB
o See Historical Data Storage Requirements for additional details
• Network: 1 Gb Ethernet
o See Networking Requirements for additional details
• The network must allow server-initiated connections over ports 80, 443, and 25.
o Kinetic Signals is built around a modern open-source framework. As such, it accesses
secure, open-source repositories from organizations such as Google, Git-Hub, and
Docker. These third-party IP addresses change frequently. As such, firewall filters or
proxy whitelists may not be used with the system.
NOTE: Single Server Requirements and Cluster Server Requirements for CPU and RAM
requirements are based on your implementation.
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SINGLE SERVER REQUIREMENTS
System Size(devices) Minimum CPU RAM
Small 8 CPU cores 32 GM
<150 devices
Medium 12 CPU cores 64 GB
151-300 devices
Large 18+ CPU cores 128 GB
301-1,000 devices
Please contact us if your system is larger than 1,000 devices to discuss your server requirements.
CLUSTER SERVER REQUIREMENTS
Please contact us if your agency desires to use a multi-node cluster.
HISTORICAL DATA STORAGE REQUIREMENTS
•
The storage disk must be local to the server.
To calculate storage requirements for historical data, use the following formula:
(Cx30xHRx HD) + (Cx30xARx AD)/ 1,048,576
Where:
C= Total number of controllers
30 =Avg days/month (converting the HR/HD/AR/AD from MB/day to MB/month)
HR =Total number of months to store high resolution data
HD =Average hi- res data collected per day in MB (typically 30 MB)
AR =Total number of months to store aggregate data
AD =Average aggregate data collected per day in MB (typically 6 MB)
1,048,576 = Conversion from MB to TB
NETWORKING REQUIREMENTS
• Network that supports ARP (Address Resolution Protocol)
• Internet access, so the installer can download packages from HTTP and HTTPS sources.
• At least two IP addresses—one for each server and one for the load balancing software.The
IP address for the load balancing software must be able to reach the controller network.The
IP addresses should be on the same subnet.
• If a domain name is desired,the agency is responsible for acquiring, installing, and
maintaining the SSL certification for that domain, and the name must resolve to the cluster IP
address.
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EXHIBIT E
CUSTOMER PROVIDED NETWORK LOCATION
The following Customer Provided Network Location is covered under this Agreement:
•
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