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HomeMy WebLinkAboutR2023-007 2023-01-09DocuSign Envelope ID: 9D53D159-2DD4-4DB8-903E-BA25AACC1A27 RESOLUTION NO. R2023-7 A Resolution of The City Council of the City of Pearland, Texas, authorizing the City Manager or his designee to participate in an interlocal cooperative pricing arrangement with the Houston -Galveston Area Council (HGAC) for the purchase of an Opticom Emergency Vehicle Preemption (EVP) System, from Global Traffic Technologies, LLC., in the estimated amount of $131,184.00, for each fiscal year beginning with Fiscal Year 2023 through Fiscal Year 2032. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That contract pricing has been obtained through interlocal cooperative partner HGAC for the purchase of Opticom Emergency Vehicle Preemption (EVP) System. Section 2. That the City Manager or his designee is hereby authorized to participate in an interlocal cooperative pricing arrangement with the Houston -Galveston Area Council (HGAC) for the purchase of Opticom Emergency Vehicle Preemption (EVP) System, in the estimated amount of $131,184.00, from Global Traffic Technologies, LLC. PASSED, APPROVED and ADOPTED this the 9t" day of January, A.D., 2023. a— DocuSigned by:: 9ze.Lot )7ktvgtotE MAYOR ATTEST: DocuSigned by: FralA.Gt,s QOL Lr FR KiSAGUILAR, TRMC, MMC CITY SECRETARY APPROVED AS TO FORM: DocuSigned by: p/1 � DA ' I�w F4OKER CITY ATTORNEY ' �i„LLw�l�l+rNJ Ny l*N .ri��l DocuSign Envelope ID: FAD21EE8-D9DB-4848-A759-CCB89BF693CF DocuSign Envelope ID: 3BF633D5-8D84-4F52-833E-AEEFCF580C03 MASTER SALE OF GOODS AND SERVICES AGREEMENT This Master Sale of Goods and Services Agreement ("MSA") is made as of this 2st day of August 2022, (the "Effective Date") by and between Global Traffic Technologies, LLC ("GTT"), with its offices at 7800 Third Street North, Building 100, Saint Paul, Minnesota, 55128 and the City of Pearland, Texas ("Customer). Together, GTT and Customer may be referred to as "Parties" and individually as a "Party" to this MSA. WHEREAS, GTT is the provider of certain hardware and software products manufactured and distributed by GTT and is therefore in a unique position to provide services related to its products; and WHEREAS, Customer desires that GTT perform services as defined herein for the Customer in relation to certain products; and GTT desires to perform such services for the Customer, subject to the terms and conditions set forth below. NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties do hereby agree as follows: 1. DEFINITIONS. A. "Customer" — as used herein, means any purchaser or user of any of GTT's products and/or services, including but not limited to, contractors, dealers, end users and original equipment manufacturers. B. "Products" — as used herein, means any hardware and/or software, excluding any software offered as a service, as specified in any schedule, purchase order or otherwise, regardless of whether such Products are purchased, leased, or subscribed to. C. "Software" — as used herein, means the executable code made available to Customer as a perpetual license, including documentation and to the extent software maintenance is kept current, software updates. D. "Software as a Service" or "SaaS" — as used herein, means hosted software made available as a service to Customer by GTT, where no perpetual license is granted. E. "Services" — as used herein, means the work provided by GTT or its subcontractors that may include up -front services and ongoing services as defined below, regardless of whether such Services are purchased, leased, or subscribed to. F. "Subcontractor" — as used herein, references any subcontractor GTT may choose to use in fulfilling its obligations per the Agreement, however GTT will be solely responsible for its obligations to Customer. G. "Up -Front Services" — as used herein, means the Services provided initially that are necessary to achieve first productive use, including but not limited to, site survey, project management, installation, configuration and/or training. H. "Ongoing Services" — as used herein, means the Services provided subsequent to Up -Front Services, including but not limited to, cellular data connectivity, hosting, monitoring, optimization, repairs, reporting and/or software maintenance. I. "Software Maintenance" — as used herein, means access to the customer care center, all defect fixes and Software updates. DocuSign Envelope ID: FAD21 EE8-D9DB-4848-A759-CCB89BF693CF DocuSign Envelope ID: 3BF633D5-8D84-4F52-833E-AEEFCF580C03 J. "Order" — as used herein, means any written document, signed by the Customer, to purchase Products and/or Services from GTT. K. "First Productive Use" — First Productive Use is the point at which the following can be confirmed and documented by GTT: 1. An Opticom-enabled vehicle (or in the case of IntelliGreen, a fire house) can communicate with an Opticom-enabled intersection; and 2. Customer's traffic controller is able to receive and process a request for priority control from GTT's equipment. 2. TERMS AND CONDITIONS. The Terms and Conditions ("Terms") are set forth in Schedule B, which is attached hereto and hereby incorporated into this MSA and made part thereof. The Terms apply to all purchases made by Customer, regardless of whether Customer is purchasing, leasing or subscribing to Services. In the event any term or condition in the Terms conflicts with any other term or condition of this MSA, the term or condition of this MSA shall control. 3. SALE OF GOODS AND SERVICES. To the extent Customer purchases Products and/or Services from GTT, the details regarding such purchase are specifically set forth in the attached Customer -specific subschedule within Schedule A, which attachment is hereby incorporated into this MSA and made a part hereof ("Schedule A"). Specific terms, such as pricing, quantity and the level of service(s) being provided, shall be as set forth in Schedule A. To the extent any subsequent purchases or service offerings are requested by Customer, these additions will be added to the MSA by way of a subsequent Schedule A, which will follow sequential order; for example, Schedule A-1 a, Schedule A -2a and so forth. GTT agrees to use commercially reasonable efforts to perform the Services during the timeframe outlined within the Schedule A, but reserves the right to extend that timeframe in the event that commercially reasonable efforts do not allow for the work to be completed as set forth in Schedule A to complete the work. Notwithstanding the foregoing, GTT acknowledges the Products and Services are being used to provide fire, rescue and emergency medical response and that commercially reasonable efforts must weigh the unique importance of the service the Customer is providing to the public. 4. TERM. The term of this MSA will begin on the Effective Date and will continue as set forth in Schedule A or until the expiration of any subsequent schedules, whichever is longer. 5. INTELLECTUAL PROPERTY. A. Definition of Intellectual Property. "Intellectual Property" shall mean all intellectual property and industrial property rights and assets, however arising, pursuant to the laws of any jurisdiction throughout the world, whether registered or unregistered, including without limitation any and all: (a) trademarks, service marks, trade names, brand names, logos, trade dress, design rights and other similar designations of source, sponsorship, association or origin, together with the goodwill connected with the use of and symbolized by and all registrations, applications and renewals for, any of the foregoing; (b) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights, author, performer, moral and neighboring rights and all registrations, applications for registration and renewals of such copyrights; (c) inventions, discoveries, trade secrets, business and technical information and know-how, databases, data collections and other confidential information and all rights therein; (d) patents (including all reissues, divisionals, provisionals, continuations and continuations -in -part, re-examinations, renewals, substitutions and extensions thereof), patent applications and other patent rights and any other governmental authority - issued indicia of invention ownership (including inventor's certificates, petty patents and patent utility models); and (e) software and firmware, including data files, source code, object code, scripts, mark-up language, -2- DocuSign Envelope ID: FAD21EE8-D9DB-4848-A759-CCB89BF693CF DocuSign Envelope ID: 3BF633D5-8D84-4F52-833E-AEEFCF580Co3 application programming interfaces, architecture, files, records, schematics, computerized databases and other related specifications and documentation. B. Deliverables. The term "Deliverables" shall include only materials and services delivered to Customer by GTT that are expressly identified in Schedule A or any subsequent schedules, if any ("Deliverables"). Unless otherwise stated in Schedule A or any subsequent schedules, GTT owns and to the extent not owned, is hereby assigned by Customer, all right, title and interest in all Deliverables including without limitation all Intellectual Property in and to such Deliverables. Subject to the terms of this MSA, GTT grants a limited, non- exclusive, royalty -free license to Customer to the Deliverables and GTT Intellectual Property related to the Deliverables solely to extent and term necessary for Customer to use the Deliverables as contemplated under Schedule A or the applicable subsequent schedules. C. Trademarks. As may be required in this MSA, including Schedule A and subsequent schedules, GTT may use the trademarks and trade names of Customer in connection with its provision of Services and/or other business uses and Customer hereby licenses such trademarks and trade names to Customer for such purposes. 6. RESERVED. 7. INTELLECTUAL PROPERTY INDEMNIFICATION. A. By GTT. GTT agrees to indemnify, hold harmless and defend Customer and its directors, officers, employees and agents from and against all losses, liabilities, damages, claims and expenses, including reasonable attorneys' fees and court costs, arising out of or relating to any claim by any third party unaffiliated with the Customer alleging that: (i) Customer's use of the Products or Services in accordance with this MSA infringes or violates the patent, copyright, trade secret, proprietary, or other Intellectual Property right of any such third party. Should Customer's use of the Products or Services in accordance with the terms and conditions of this MSA become, or in GTT's opinion be likely to become, the subject of such a claim described in the immediately foregoing clause, then, Customer will permit GTT, at GTT's option and expense, either to: (1) procure for Customer the right to continue its use in accordance with the terms and conditions of this MSA of the Products and Services, (2) replace or modify the Products and Services so that Customer's use of the Products and Services in accordance with the terms and conditions of this MSA no longer infringes or violates the Intellectual Property rights of any third party, provided such replaced or modified Products and Services provides at least substantially equivalent functionality and comparable performance characteristics in all material respects; or (3) terminate this MSA (and all licenses granted hereunder), or any addenda or portion thereof (including without limitation the license of specific software or lease of certain products) and Customer shall return the non -conforming Products and Services and GTT shall refund the purchase price of such materially impacted Products and Services. The cost of all return shipping to GTT is the sole responsibility of Customer. Notwithstanding any provision herein to the contrary, GTT shall have no obligation or liability to Customer to the extent any such third party claim of infringement or other violation of any Intellectual Property right of any such third party is caused by the unlicensed use of the Products or Services by Customer, Customer's failure to operate the Products or Services solely as a part of a system comprised entirely of GTT or GTT authorized hardware and software, use of the Products or Services with software or hardware other than as intended. B. RESERVED. C. Indemnification Procedure. The Party seeking indemnification (the "Indemnified Party") shall notify the party from which the Indemnified Party is seeking indemnification (the "Indemnifying Party") promptly after the Indemnified Party receives notice of a claim for which indemnification is sought under this MSA, provided, however, that no failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under this MSA except to the extent that it can demonstrate damages directly attributable to such failure. The -3- DocuSign Envelope ID: FAD21 EE8-D9DB-4848-A759-CCB89BF693CF DocuSign Envelope ID: 38F633D5-8D84-4F52-833E-AEEFCF580CO3 Indemnifying Party shall have authority to defend or settle the claim; provided however that the Indemnified Party, at its sole discretion and expense, shall have the right to participate in the defense and/or settlement of the claim and provided further, that the Indemnifying Party shall not settle any such claim imposing any liability or other obligation on the Indemnified Party without the Indemnified Party's prior written consent. 8. GENERAL PROVISIONS, A. Entire Agreement. This MSA, including any documents attached hereto and incorporated by reference, supersedes any and all other prior agreements, understandings, negotiations, or communications, either oral or in writing, between the Parties or their representatives and constitutes the entire understanding of the Parties with respect to its subject matter. No form, invoice, bill of lading, shipping document, order, purchase order, receipt or other document provided by either Party shall operate to supersede, modify or amend any provisions of this MSA, even if either Party has initialed, signed or otherwise acknowledged such document regardless of the timing of the execution or presentment in relation to the execution of this MSA, unless the document expressly states that it modifies or amends this MSA and is signed by authorized representatives of both Parties. This MSA may not be modified, altered, or waived, in whole or in part, except in a writing signed by the duly authorized representatives of the Parties hereto. In the event of any conflict between the terms of the addenda, schedule, exhibits, terms and conditions or schedules, if any, to this MSA, the terms of the conflicting provision in the addenda, schedule, exhibits, terms and conditions shall supersede the conflicting terms in this MSA. Wherever possible, the terms of the addenda, schedule, exhibits, terms and conditions or schedules, if any, to this MSA shall be read to be in addition to and not in conflict with, this MSA. B. Notices. Written notices as required under this MSA shall be deemed to have been given or made on the next business day when sent by the use of overnight courier, or on the fifth (5th) business day after deposit, postage prepaid in the U.S. mail for certified or registered mail to GTT at the address set forth at the beginning of this MSA, Attention: LEGAL and to the Customer at the address listed on the Schedule A for the specific Emergency Services Districts requiring notice. However, if the reason for notice involves breach of this MSA by the Customer, such notice must also be sent to the Customer's General Counsel to be identified by the Customer at some time in the future. The address for notice may be changed at any time by giving prior written notice as above provided. C. Effect of Waiver. The failure of either Party to insist on strict compliance with any of the terms, covenants or conditions of this MSA by the other Party will not be deemed a waiver of that term, covenant or condition; nor will any waiver or relinquishment of that right or power be for all or any other times. D. Non -Solicitation. Each Party agrees during the term of this MSA and for a period of twelve (12) months thereafter, it will not directly solicit for hire the employees of the other, without the written consent of the other Party. Employees hired in response to general employment solicitations advertised in the usual and customary manner by either Party shall be excluded from this provision. ***SIGNATURE PAGE FOLLOWS*** DocuSign Envelope ID: FAD21EE8-D9DB-4848-A759-CCB89BF693CF DocuSign Envelope ID: 3BF633D5-8D84-4F52-833E-AEEFCF580C03 IN WITNESS WHEREOF, GTT and Customer agree to the terms and conditions of this MSA and have duly executed this MSA as set forth below: Global Traffic Technologies, LLC ,-DocUSlgned by: Signature: Terry Griffith Printed Name: President Title: 1/5/2023 Date: 4{11 62.440' City of Pea,r4aidocuSigned by: Signature:F8�3C723 Printed Name: Trent Epperson Title: Deputy City Manager Date: 1/11/2023 I 6:36 AM PST DocuSign Envelope ID: FAD21 EE8-D9DB-4848-A759-CCB89BF693CF DocuSign Envelope ID: 3BF633D5-8D84-4F52-833E-AEEFCF580C03 SCHEDULE A STATEMENT OF WORK Effective Date: Effective Date of MSA CUSTOMER: City of Pearland Attn: Greg Kupferer 3519 Liberty Drive Pearland, TX 77581 1. For subscription or capital lease sales, the billing cycle will begin upon First Productive Use, however the amount invoiced will be prorated on a monthly basis ("Interim Rent") to the point of the Commencement Date (defined herein), based on the number of vehicles and intersections deployed upon First Productive Use, For the purpose of determining termination of this Schedule A, the term of this Schedule A will not begin until the first day of the month following First Productive Use for all Up -Front Services (defined herein) for all vehicles and intersections ("Commencement Date"), unless otherwise agreed to by the Parties in writing. For avoidance of doubt, Interim Rent will be invoiced monthly. On each anniversary date ("Annual Renewal Date") of the Commencement Date (or as applicable, the effective date of this Schedule A), GTT will determine the number of intersections and vehicles that have achieved First Productive Use and then determine the amount due for the following annual period ("Annual Service Fee"), Before and after the first Anniversary Renewal Date, as applicable, all new deployments of intersections and vehicles that have achieved First Productive Use during a calendar quarter will be invoiced to Customer beginning on the first day of the following calendar quarter through the next Annual Renewal Date ("Interim Service Fee"). The price per vehicle per quarter for the term of Schedule A is $126.00; the price per intersection per quarter is $186.00, While there is no limit to the number of vehicles and/or intersections that can be added during years 1-7 (post -Commencement Date) of this Schedule A, the number of vehicles and/or intersections that can be added during years 8-10 of this Schedule A will be limited to 10% of the total number of vehicles and/or intersections that have achieved First Productive Use by the end of year 7. For avoidance of doubt, the total number of vehicles and intersections will be the combined total of all Emergency Services Districts located in Harris County, Texas that are specifically identified in Schedule A. If upon reaching the 10% threshold in years 8-10 Customer wants to expand further, the Parties agree to negotiate such expansion in good faith. Any vehicles and/or intersections added after the original Commencement Date will carry their own Commencement Date, based on the definitions and criteria stated herein. Customer agrees to confirm First Productive Use in writing without delay once GTT informs Customer that First Productive Use has been achieved ("Confirmation"). If Confirmation does not occur within ten business days of GTT informing Customer that First Productive Use has been achieved, GTT will consider Confirmation to have occurred, In no case will the Annual Service Fee be less than the cumulative amount of intersections or vehicles that have achieved First Productive Use. 2. THE FOLLOWING INFORMATION IS INTENDED TO DEFINE ALL AVAILABLE SERVICES OFFERED BY GTT, WHICH MAY OR MAY NOT BE INCLUDED IN THE PROPOSAL ABOVE, THE FACT THAT SUCH DEFINITIONS ARE INCLUDED BELOW IN NO WAY IMPLIES OR IMPLICATES GTT TO PROVIDE SUCH SERVICES, UNLESS THE SERVICES ARE LISTED IN THE PROPOSAL HEREIN. - 5 - DocuSign Envelope ID: FAD21EE8-D9DB-4848-A759-CCB89BF693CF DocuSign Envelope ID: 3BF633D5-8D84-4F52-833E-AEEFCF580C03 A. Up -Front Services: 1. Site survey (intersections and/or vehicles) — GTT will survey the intersections and/or vehicles GTT will be providing services for, to enable a smooth project rollout. 2. Project management — Upon signature of the MSA and this Schedule A, a GTT project manager will be assigned to work with Customer to create a project plan and then manage the resources deployed to execute the plan. 3. Vehicle installation (vehicle kit) — GTT will install and configure the vehicle kit, which includes the radio, cable and antenna. 4. Installation (modems - vehicles) — GTT will install and configure vehicle modems as well as associated antennas. 5. Training — GTT will provide training at the Customer's location. Customer may have an unlimited number of participants so long as they are employees or representatives of Customer. Customer must provide the training room and any needed audio/visual equipment. B. Ongoing Services: 1. Hosting (for the term of this Schedule A) — GTT will install its software on a remote, secure, 3rd party server, to be accessed by Customer and/or GTT as appropriate. All maintenance of the server is included. 2. Data collection and reporting (for the term of this Schedule A) — GTT will collect data monthly, generate reports and publish via email. GTT will utilize various sources to deliver data and reports based on the needs of Customer. Within reason, formatting of these reports can be customized to fit the needs of Customer without additional cost to the Customer. 3. Monitoring and optimizing (for the term of this Schedule A) — GTT will monitor Customers' systems to ensure the system is in good working order. GTT will also look for opportunities to optimize the system, which will be communicated to Customer as applicable. To the extent outages are discovered, GTT will deploy resources to provide break/fix services locally, or alert Customers that services are needed, depending on whether break/fix services are included in this Schedule A. GTT will analyze system data and propose actions to improve performance. This may include things such as changing approach maps or activation methods to improve priority activation precision, modifying vehicle class code assignments, or implementing directional priority to further improve activation precision while limiting the cross impact on other traffic. 4. Break/fix repairs/replacements (intersections and/or vehicles, for the term of this Schedule A) — When outages occur, GTT will attempt to repair remotely, but will deploy local resources to provide services when needed. Local resources will be GTT's, GTT's dealers, or other 3rd party resources subcontracted by GTT. 5. Cellular data (for term of this Schedule A) — Machine to machine cellular connectivity; vehicles and/or intersections. Contracted by GTT. 6. Software maintenance (for the term of this Schedule A) — Includes all updates, defect fixes and unlimited access to the Customer Care center. DocuSign Envelope ID: FAD21 EE8-D9DB-4848-A759-CCB89BF693CF DocuSign Envelope ID: 3BF633D5-8D84-4F52-833E-AEEFCF580CO3 3. Customer Care center phone support: GTT operates a Customer Care call center that is dedicated to supporting all GTT customers, whether in or out of warranty. To access GTT's Customer Care, customers can dial 800-258-4610 within the United States, or for callers outside of the United States, 651-789-7333. GTT's Customer Care call center will use commercially reasonable efforts to provide technical or sales support, process warranty claims and/or route calls to other GTT departments. For technical issues, a ticketing system is in place to track cases through to resolution, escalating within the organization if/where necessary to ensure calls are resolved as quickly as possible. Customer Care is not available to customers of GTT's software Products if such customer is not current on its Software Maintenance. Resolution Category Definition Targeted Response Time Targeted Resolution Period Immediate Reported issue requires immediate attention. Within 1 business hour Same business day Moderate Reported issue requires attention within 1-2 business days Within same business day 2 business days Minor Reported issue requires attention when convenient. Within 1 business day Within 30 days or as agreed upon with customer and vendor -7- DocuSign Envelope ID: FAD21EE8-D9DB-4848-A759-CCB89BF693CF DocuSign Envelope ID: 3BF633D5-8D84-4F52-833E-AEEFCF580C03 'V': \IT Global Traffic Technologies 7800 Third Street North Bldg 100 St. Paul MN 55128.5441 US Proposal Direct Customer Bill To Customer Estimate Number Date Expires PEARLAND (TX) PEARLAND (TX) 11133 9/8/2022 10/13/2022 Ship To Procurement Method Term: For Ongoing Services 3519 Liberty Dr. Pea rland, TX 77581 Attn: Greg Kupferer PCaaS 10 Solution Type Intersections Vehicles Emergency 110 42 Category Quantity Description Intersection Components Vehicle Components Back -office Components Services Miscellaneous 1,100 420 42 Opticom Cloud Platform - Intersection Access Fee (per intersection, per year) Opticom Cloud Platform - Vehicle Access Fee (per vehicle, per year) Opticom'. 794H LED emitter high priority 10 Opticom Cloud Platform - Base. Cloud (per year) Project management Setup, testing, and verification 1 On -site support/training (per day. 1 trainer) - topics TBD by customer 1,520 Data collection and reporting (per vehicle and intersection, per year) 10 Monitoring and system maintenance (per year) 42 Installation, vehicles (Emitters) 110 Configuration, intersections (centralized) Annual Subscription Total (USD) $113,189.76 To the extent necessary reasonable travel expenses will be submitted byGTT and reimbursed by customer, not to exceed 2900.00 for this project. Travel outside the US and Canada will have a limit of 3 times higher than what is shown above. Please reference estimate number 11133 when submitting all purchase orders Proposal Notes: DocuSign Envelope ID: FAD21 EE8-D9DB-4848-A759-CCB89BF693CF DocuSign Envelope ID: 3BF633D5-8D84-4F52-833E-AEEFCF580C03 Quote assumes no additional intersection certification or design documents are required. Quote does not include formal site acceptance testing, unless otherwise noted. Unless otherwise noted, GTT's PCaaS solution includes one standard monthly report of system health. If custom reports are needed, they can be quoted optionally. Quote assumes any required controller configuration is the responsibility of purchaser and configuration/programming is complete prior to final commissioning. Quote assumes all management software will be hosted by OTT. Quote assumes a VPN connection between the cloud -hosted Opticom centralized software application and the traffic network(s) of the targeted intersections. Quote assumes purchaser is responsible for network communication to the intersection controllers. Any troubleshooting of issues due to purchaser -initiated network changes will be billed on a time and materials basis. Quote assumes all intersections included in this quote are network -connected by the purchaser, with at least 5Mbps and maximum average latency of 200ms. Quote assumes customer will provide a cellular modem with at least one network port for use by the Opticom system. General Notes: To the extent this proposal is a "Budgetary Proposal," it is to be used for informational purposes only and is not intended to be a binding contract between the Parties. The prices provided in the Budgetary Proposal are estimates only and are based on information and pricing known as of the date of the Budgetary Proposal. For services, a signed Master Service Agreement t"MSA") must accompany the order. The terms and conditions that govern the MSA are available at http:// wvAv.gtt.com/sales_terms/. Vehicle installation assumes standard installation and does not include: 1) special mounting brackets, 2) excess wiring, and/or 3) swapping out previously installed (replacement) vehicle hardware. Project management expenses can increase in instances where development if required, is not fully scoped. Proposal excludes any activities associated with: 1) traffic control plan, 21 water pollution control plan, 3) changeable message signs/flaggers, 4) permits/bonds/ fees, and/or 5) removal/repair/replacement of concrete, asphalt, conduits or wiring. Quote does not include any applicable travel expense. A budgetary °not exceed" price can be provided upon request if required. DocuSign Envelope ID: FAD21EE8-D9DB-4848-A759-CCB89BF693CF DocuSign Envelope ID: 3BF633D5-8D84-4F52-833E-AEEFCF580C03 SCHEDULE B TERMS AND CONDITIONS OF SALE OF PRODUCTS AND SERVICES 1. RESERVED. 2. ACCEPTANCE OF TERMS. These Terms are applicable to the provision of any and all Products and Services, provided by Global Traffic Technologies, LLC, Global Traffic Technologies Canada, Inc. ("GTT") or its subcontracts to the Customer (hereinafter referred to a "Party" and collectively as the "Parties"). These Terms are applicable to any Master Service Agreement ("MSA"), schedule, quote, proposal and/or any documents incorporated by reference herein ("Contract Documents"). These Terms and any Contract Documents are the complete and exclusive statement of agreement between Customer purchasing Products and/or Services and GTT, unless otherwise agreed to by the parties in a signed agreement. GTT expressly objects to and rejects any other terms and conditions, including any additional or conflicting terms and conditions the Customer includes at any stage during the Order process, including but not limited to, quotes, purchase orders, invoices and/or any other documents submitted by Customer regarding an Order, unless otherwise set forth in the Contract Documents. Customer's acceptance of Products and/or Services will constitute its acceptance of these Terms. GTT reserves the right to update these Terms and any document referenced herein at any time. 3. ORDERS. A Party may request to amend an Order by requesting the change in writing and if such request results in an Order being changed, such change will be documented by GTT issuing a written document, which must be accepted and signed by the Customer and may result in additional fees. All Orders are final and may not be cancelled, returned, or exchanged, except as provided herein. 4. PRICE, BILLING AND PAYMENT. GTT reserves the right to change the pricing for any Product and/or Service at any time by providing written notice to Customer at least sixty (60) days prior to the change, unless otherwise stated in the Contract Documents. A. Reserved. B. Unless otherwise indicated by GTT, prices are exclusive of and Customer agrees to pay all foreign, federal, state, local excise, sales, use, personal property or any other taxes or duties, except taxes based on GTT's income. If GTT does not collect such amounts from Customer and is later requested or required to pay the same to any taxing authority, Customer will promptly pay GTT or such taxing authority if requested by GTT. Customer must provide any certificates or other evidence of applicable exemptions to any taxes or duties to GTT prior to invoicing or GTT will charge such taxes or duties to Customer. C. GTT does not represent its prices are equal to or lower than prices charged to other customers, or its prices are comparable to prices offered by any third party. For Customers, payment is due within 45 days of receipt of GTT's invoice, pursuant to Section 2251.021(b), Texas Government Code (Texas Prompt Payment Act); provided however, GTT may require payment in advance if in GTT's reasonable opinion, Customer's financial condition calls for pre- payment. Payment is required in advance for all other Customers. GTT may assess a monthly service charge of one and one-half percent (1.5%) on overdue accounts. Customer will pay any collection costs incurred by GTT to collect payment from Customer, including reasonable attorneys' fees. D. If Customer fails to make timely payments, has a receiving order in bankruptcy made against it, makes any arrangement with its creditors, or has a receiver appointed, GTT may, without prejudice to its other rights, demand - 10 - DocuSign Envelope ID: FAD21 EE8-D9DB-4848-A759-CCB89BF693CF DocuSign Envelope ID: 3BF633D5-8D84-4F52-833E-AEEFCF580C03 immediate payment of all unpaid accounts, suspend further deliveries and/or cancel all Orders without liability. Payments are not subject to setoff or recoupment for any claim Customer may have. 5. DELIVERY. GTT will make commercially reasonable efforts to ship Products within sixty (60) days of receipt of an Order, however, delivery dates are approximate and GTT is not be liable for any damages or costs resulting from delays in delivery. If GTT deems necessary, Orders may be partially shipped and partially backordered, unless otherwise agreed upon in writing by the Parties. A. Sales within U.S./Canada. GTT will arrange for transportation of all Products and GTT will bear any expenses, including routing, handling, packaging and additional freight charges, unless Customer furnishes special transportation instructions that result in expenses beyond what GTT would normally provide. B. Sales outside of U.S./Canada. Customer will arrange and provide for transportation of all Products from GTT's facility(ies) at Customer's cost. Customer is the importer of record and will furnish all consular and customs declarations and is responsible for any expenses, including but not limited to, additional export packing fees, export duties, licenses, fees and any applicable taxes. Customer may not re-export the Product or items which incorporate the Product if such re-export would violate applicable export laws. C. Title and Risk of Loss. To the extent Customer purchases Products,said Products are deemed accepted upon shipment. Title and risk of loss or damage to the Products or any part of the Products will pass to Customer upon shipment and Customer will be responsible for filing any damage claims with the carrier. D. Inspection of Products. To the extent Customer purchases Products, Customer is responsible for inspecting and filing any claims for Product loss or damage directly with GTT's Customer Care Center or the carrier within ten (10) days of delivery, unless otherwise specified by the carrier. All claims must be based on a complete inspection of the shipment and include any documents applicable to the claim. If Customer timely notifies GTT of any Product loss or damage, GTT may, in its sole discretion (i) replace the Product or (ii) issue a credit or refund for the price of the Product. Customer acknowledges and agrees that the remedies set forth in these Terms are Customer's sole and exclusive remedies for the loss or damage of Products. 6. SOFTWARE A. Firmware. GTT grants to Customer a non -transferable, non-sublicenseable, non-exclusive, perpetual license to use firmware contained or embedded in the hardware Products ("Firmware") in object code only and only as necessary to operate the hardware Products in compliance with the documentation accompanying the Products. B. License. To the extent Software is provided by GTT to Customer, GTT grants to Customer a non -transferable, non- sublicenseable, non-exclusive, perpetual license to use Software in object code only for its internal purposes and business operations. Software will remain the exclusive property of GTT or its licensors. C. License Restrictions. Customer may not (a) reproduce Software, or any component thereof or any documentation related thereto, (b) use the Software for any unlawful purposes, (c) decompile, disassemble, compile or reverse engineer Software, or otherwise attempt to gain access to the source code, or (d) use the Software to develop any software application intended for resale which uses the Software in whole or in part. Customer shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Software and shall notify GTT promptly of any unauthorized access. Customer will not use, duplicate or disclose any technical data or any information regarding Software for any purpose. These rights are subject to any third party license underlying any component or application the Software. -11- DocuSign Envelope ID: FAD21EE8-D9DB-4848-A759-CCB89BF693CF DocuSign Envelope ID: 3BF633D5-8D84-4F52-833E-AEEFCF580C03 D. Federal Government End User. This Section applies to all acquisitions of this Software by or for the federal government, or by any prime contractor or subcontractor (at any tier) under any contract, grant, cooperative agreement or other activity with the federal government. The government hereby agrees that the Software qualifies as "commercial" computer software within the meaning of the acquisition regulations applicable to this procurement. The Terms shall apply to the government's use and disclosure of this Software and shall supersede any conflicting contractual terms and conditions. If these Terms or the license granted hereunder fails to meet the government's needs or is inconsistent in any respect with federal law, the government agrees to return the Software, unused, to GTT. E. Customer Responsibility. Customer is solely responsible for all actions taken by Customer, its employees, agents and others accessing or using the Software. Customer is solely responsible for all necessary software, hardware, Internet connection and network and all other equipment and services necessary to access and use the Software. F. Customer Responsibility. Software Performance and Limited Warranty. GTT represents and warrants that the Software will substantially conform in all material respects to and perform substantially in accordance with its documentation and these Terms and/or any Contract Documents for a period of one (1) year from the date the Order was placed, provided that: (i) Customer gives GTT written notice of any claimed breach of this warranty while this warranty is in effect; (ii) any such breach is not, in GTT's reasonable opinion, a result of any modification of or damage to the Software or its operating environment by any party other than GTT or a party acting under GTT's control or direction; and (iii) Customer is in compliance with these Terms. For any breach of the foregoing warranty, Customer's sole and exclusive remedy shall be as follows: (a) GTT will endeavor to repair or replace the non -conforming Software within thirty (30) days, or such longer period as the parties may mutually agree, such that the Software conforms to the foregoing warranty; or (b) if GTT is unable to repair or replace the non -conforming Software within such period such that the Software conforms to the foregoing warranty, either party may terminate the Software license (and all licenses granted hereunder), Customer shall return the non -conforming Software and GTT shall refund the license fee paid hereunder less depreciation calculated on a five-year straight-line basis. GTT's warranty (including without limitation any extended warranty) applies solely to the Software and its documentation as it existed at the time of installation and warranties covering any follow-on versions, all updates, or upgrades are subject to a further written agreement by the Parties. G. Viruses and Disabling Codes. GTT represents and warrants that to the best of GTT's knowledge, the Software shall not contain viruses, worms, or spyware (collectively, "Malicious Code"); provided, however, that, notwithstanding the foregoing, Customer acknowledges and agrees that GTT reserves the right to remotely prevent access to and/or use of the Software in the event that (i) GTT becomes aware, from Customer or otherwise, of unauthorized access or use of the Software by any third party, or (ii) the Software license is terminated. Notwithstanding any provision of these Terms to the contrary, in no event shall GTT be in breach of the warranty set forth above if, at the time any Malicious Code was introduced into the Software, GTT employed commercially -reasonable measures, consistent with the standards of GTT's industry, to detect such Malicious Code in order to prevent its introduction into the Software. H. Audit Rights. Customer shall, while using GTT's Products and Services and for one year thereafter, keep true and accurate accounts and records in sufficient detail to enable an audit of the manner and extent of the use, sublicensing, transfer, or other disposition of the licensed Software, its derivatives, or any product or service based upon or incorporating or using all or portions of the Software to confirm Customer's compliance with the Terms and/or any Contract Documents. At the reasonable request of GTT, but no more than once per year, unless there is a reasonable suspicion of a breach of these Terms and/or any Contract Documents, Customer shall allow GTT to inspect and audit such information and Customer facilities as is necessary to ensure Customer's compliance with these Terms. DocuSign Envelope ID: FAD21EE8-D9DB-4848-A759-CCB89BF693CF DocuSign Envelope ID: 3BF633D5-8D84-4F52-833E-AEEFCF580C03 7. HAZARDOUS MATERIALS. Customer acknowledges that certain materials provided by GTT may be considered hazardous materials under various laws and regulations. Customer agrees to familiarize itself (without reliance on GTT, except as to the accuracy of special safety information furnished by GTT), with any hazards of such materials, their applications and the containers in which such materials are shipped and to inform and train its employees and customers to such hazards. Customer will hold GTT harmless against any claims by its agents, employees or customers relating to any such hazards, except to the extent such claims arise solely and directly from GTT's failure to meet its written specifications or the inaccuracy of safety information furnished by GTT. 8. WARRANTY. GTT warrants its Products in accordance with its limited warranty, available at www.gtt.com/support/warranty-repair and as otherwise provided herein. GTT warrants all Services will be performed in a professional and workmanlike manner in accordance with applicable industry standards, in the event that any Product fails to conform to the terms of GTT's warranty, the sole and exclusive remedy shall be limited to the return of the non -conforming Product to GTT for repair or replacement of the non -conforming components, as determined by GTT in its sole discretion. The cost of return shipping to GTT is the responsibility of the Customer. All claims for non-conformance or breach of warranty shall be deemed waived, unless the non -conforming components are returned to GTT within 30 days of discovery of the alleged non-conformance. THESE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTY ARISING OUT OF A COURSE OF DEALING OR PERFORMANCE, CUSTOM OR USAGE OF TRADE AND NON -INFRINGEMENT. IN ADDITION TO THE EXCLUSION OF AFORMENTIONED WARRANTIES, SERVICES, ARE PROVIDED "AS IS" AND GTT DOES NOT WARRANT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, BE UNINTERRUPTED, OR BUG OR ERROR -FREE. No employee or agent of GTT, other than an officer of GTT by way of a signed writing, is authorized to make any warranty in addition to the foregoing. Extended warranties may be available upon request. For avoidance of doubt, when GTT retains ownership of all Products and when provided as a subscription, GTT is fully responsible for any replacement Products and necessary costs as a result of the limited or extended warranty event. 9. LIMITATION OF LIABILITY. IN NO EVENT WILL GTT BE LIABILE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, WHETHER ASSERTED IN TORT, CONTRACT, WARRANTY, STATUTORY OR OTHER THEORY OF LIABILITY. IN ANY EVENT, GTT SHALL BE SOLEY LIABLE FOR ACTUAL DAMAGES CAUSED BY GTT'S GROSS NEGLIGENCE AND GTT'S TOTAL LIABILITY HEREUNDER, REGARDLESS OF THE LEGAL THEORY, WILL NOT EXCEED THE AMOUNTOF ONE -MILLION DOLLARS ($1,000,000.00). IN NO EVENT WILL GTT BE REQUIRED TO INDEMNIFY CUSTOMER OR ANY OTHER PARTY. No action, regardless of form, arising out of or alleging either a breach of any warranty or a breach of any contractual term or legal duty by GTT may be brought more than one year after the cause of action accrues. 10. SUSPENSION. Without waiving any other rights or remedies, GTT may suspend performance hereunder and/or under any Order or other contract if: (i) Customer fails to pay any invoice within sixty (60) days from the invoice date; (ii) GTT reasonably believes Customer's use of the Products or Services may violate any applicable law, rule or regulation, or infringes upon third party rights; or (iii) GTT is entitled to terminate for cause. DocuSign Envelope ID: FAD21EE8-D9DB-4848-A759-CCB89BF693CF DocuSign Envelope ID: 3BF633D5-8D84-4F52-833E-AEEFCF580C03 11. PROPRIETARY RIGHTS. GTT and its licensors will retain all intellectual property rights to the Products and Services, including without limitation, all designs, drawings, patterns, plans, specifications, technology, technical data and information, technical processes and business methods, whether patentable or not, arising from the provision of Products and/or Services to Customer, including GTT rendering engineering services to and designing systems and goods for Customer's use. Customer agrees not to enforce against GTT or GTT's customers any patent rights that include any system, process or business method utilizing or otherwise relating to the Products and/or Services. 12. RESALE. Customer, by placing an Order and accepting these Terms, hereby expressly agrees, acknowledges, represents and warrants to GTT that Customer is purchasing the Products and Services for its own internal business use and not for resale and in the event Customer breaches the foregoing by selling the Products or Services that are the subject of the Order. Notwithstanding the foregoing, nothing in this Terms is intended to restrict a Customer that is an authorized GTT dealer, contractor, or original equipment manufacturer from reselling, if such Customer is authorized to do so pursuant to GTT's acceptance of an Order. 13. COMPLIANCE WITH LAWS/ANTI-CORRUPTION. Customer will fully comply with all applicable laws, rules and regulations, including without limitation, those of the United States and any and all other jurisdictions globally ("Laws") that apply to Customer's activities in connection with an Order. Specifically, Customer must comply with all Laws relating to anti -corruption, bribery, extortion, kickbacks, or other similar matters that are applicable to Customer's business activities in connection hereunder and/or with any Orders or the Contract Documents, including without limitation the U.S. Foreign Corrupt Practices Act and the UK Bribery Act. Customer will take no action that may cause Customer, GTT, or their affiliates to violate any Laws. A. Products and Services will comply with applicable federal legal requirements in the United States and Canada. If they must comply with any additional legal requirements, such as a state or local municipality, or another country, Customer is solely responsible for identifying all such requirements to GTT in writing. 14. CONFIDENTIAL INFORMATION. As used herein, "Confidential Information" means all information of a party ("Disclosing Party"), obtained by or disclosed to the other party ("Receiving Party") that by its nature would reasonably be considered as confidential or is identified as confidential by the Disclosing Party. A. Confidential Information excludes information that: (a) is or becomes public knowledge through no fault of Receiving Party; (b) was in Receiving Party's possession before receipt from Disclosing Party; (c) is rightfully received by Receiving Party from a third party without any duty of confidentiality; or (d) is independently developed by Receiving Party without reference to or use of Confidential Information. B. Receiving Party Obligations. The Receiving Party agrees (i) not to use Confidential Information of Disclosing Party other than in furtherance of the Order; (ii) to hold Confidential Information of the Disclosing Party in confidence and to protect the Confidential Information using the same degree of care it uses to protect its own Confidential Information but in no event with less than reasonable care and to restrict disclosure of the Confidential Information to its employees and agents who have a "need to know"; and (iii) Confidential Information of Disclosing Party may be disclosed in response to a valid court order or other legal process only to the extent required by such order or process and only after the Receiving Party has given the Disclosing Party written notice of such court order or other legal process promptly, if allowed by law and the opportunity for the Disclosing Party to seek a protective order or confidential treatment of such Confidential Information. Further, information described by this section may be subject to disclosure - 14 - DocuSign Envelope ID: FAD21 EE8-D9DB-4848-A759-CCB89BF693CF DocuSign Envelope ID: 3BF633D5-8D84-4F52-833E-AEEFCF580C03 pursuant to the requirements of Chapter 552, Texas Government Code (Public Information Act). Upon Disclosing Party's request, Receiving Party will return Confidential Information to Disclosing Party or destroy the same if requested by Disclosing Party. Receiving Party agrees its breach of this section may cause irreparable damage and Disclosing Party may seek equitable remedies, in addition to other remedies hereunder or at law. 15. FORCE MAJEURE. GTT will not be liable for damages of any kind resulting from any delays in performance, in whole or in part, or any loss, damage, cost or expense, including any loss or damage to the Product that may prevent GTT from performing any obligations hereunder, resulting from causes beyond its reasonable control, such as acts of God, fire, strikes, epidemics, embargos, acts of government war, riots, delays in transportation, difficulties in obtaining necessary labor, materials, or manufacturing facilities or other similar causes ("Force Majeure Event"). In such event, the Party delayed will promptly give notice to the other Party. In the event of a delay, the Parties, through mutual agreement, may: (a) extend the time for performance for the duration of the Force Majeure Event, or (b) cancel all or any part of the unperformed part of the Order if such Force Majeure Event exceeds sixty (60) days. For avoidance of doubt, when GTT retains ownership of all Products and when provided as a subscription, GTT is fully responsible for any replacement Products and costs necessary as a result of a Force Majeure Event. 16. GOVERNING LAW; VENUE; ACTIONS; ATTORNEYS FEES. The Order and these Terms will be governed by and construed in accordance with the laws of the State of Texas without regard to conflicts of laws provisions. The parties consent to the sole and exclusive venue and jurisdiction of the federal and state courts situated in or having jurisdiction over Harris County, Texas. The United Nations Convention on Contracts for the International Sale of Goods will not apply. The prevailing party in any litigation dispute shall be entitled to recover all reasonable and necessary costs related to the enforcement of the Ageement, including but not limited to collection costs, attorneys' fees and costs of legal action, to the extent permitted by Texas law. 17. TECHNOLOGY REQUIREMENTS. A. If GTT's North American variant has been requested, Customer acknowledges that North American radio equipment is certified to North American standards (e.g., the FCC) and not international standards (e.g., ETSI). Customer has specifically requested the North American variant and accepts all responsibility for obtaining the necessary waivers from the appropriate agencies in the country in which the equipment will be operated, before the equipment is installed and/or made operational; and purchaser accepts all associated liability for not doing so. B. Customer is responsible for ensuring that the traffic infrastructure, including the traffic controller, is compatible with the Products. 1. When integration services are proposed (for transit applications), integration assumes: a) route and run information is available on the vehicle via J-1708 or RS485, whenever driver updates either the route or run; schedule data is available in standard GTFS format via an IP portal accessible to the Opticom Central Management Software (CMS); b) Wi-Fi is available in the yard/barn for connectivity to all transit vehicles. Note: The Model 4010 vehicle computer comes with built-in support for connecting to existing Wi-Fi networks. If any of the preceding is not available, pricing for integration services may be affected. C. In instances where GTT is providing PCaaS or any ongoing services requiring remote access, GTT assumes the presence of and access to a customer-provided/managed Wi-Fi network for remote access to intersections and vehicles, unless a GTT-provided Wi-Fi and/or cellular data plan have/has been included amongst the listed services. 18. PROHIBITION ON BOYCOTTING ISRAEL VERIFICATION. - 15 - DocuSign Envelope ID: FAD21EE8-D9DB-4848-A759-CCB89BF693CF DocuSign Envelope ID: 3BF633D5-8D84-4F52-833E-AEEFCF580C03 As required by Section 2270.002, Texas Government Code, GTT hereby verifies that GTT does not boycott Israel and will not boycott Israel during the term of this MSA. For purposes of this verification, "boycott Israel" means refusing to deal with, terminating business activites with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. GTT hereby acknowledges and agrees that this verification is a material term of the MSA and Customer is expressly relying on this verification in agreeing to enter into the MSA with GTT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GTT AGREES TO INDEMNIFY, DEFEND AND HOLD THE CUSTOMER HARMLESS FROM ALL CLAIMS, CAUSES OF ACTION, LEGAL PROCEEDINGS, DAMAGES, COSTS, FEES AND EXPENSES ARISING OUT OF OR RELATED TO AN ACTUAL OR ALLEGED MISREPRESENTATION BY GTT PROVIDED HEREUNDER. 19. MISCELLANEOUS. If any provision of these Terms to any extent is declared invalid or unenforceable, the remainder of these Terms will not be affected thereby and will continue to be valid and enforceable to the fullest extent permitted by law. Any modifications hereto must be in writing and signed by both parties. GTT's failure to strictly enforce any of these terms will not be considered a waiver of any of its rights hereunder. Neither Party will assign this these Terms nor any of its obligations hereunder without the prior written consent of the other Party, except in the case of a reorganization, merger, acquisition, or sale of substantially all its assets. These Terms will be binding on and inure to the benefit of each Party's successors and assigns. The termination or expiration of any Order and/or any the Contract Documents, will not affect the survival or continuing validity of any provision that expressly or by implication is intended to continue in force after such termination or expiration, including without limitation, sections 9, 11, 13, 14, 16 and 17 of these Terms. 20. SERVICES. Customer is responsible for Up -Front Services and Ongoing Services, unless such services are included in the Order or a subsequent Order. Prices for Up -Front Services and Ongoing Services are charged at the then -prevailing rates, unless otherwise agreed to in writing in the Contract Documents. Services excludes integration of GTT's Products with third party products, unless otherwise agreed to in writing by GTT. Customer is responsible for any delays due to failure to comply with its portion of any applicable project plan related to Services. A. Ongoing Services required due to the following are excluded and subject to an additional fee: (1) modification of Products or Services without GTT's written consent; (2) use of parts and/or supplies not approved by GTT for use with the Products or Services; (3) misconduct, accident, neglect or misuse; (4) failure of installation site to conform to GTT's applicable specifications; (5) failure or inadequacy of electric power, humidity or air control; (6) failure to follow operating procedures provided by GTT; (7) Customer's failure to ensure that the traffic infrastructure, including the traffic controller, is compatible with the Products; and (8) service or maintenance performed by an unauthorized representative of GTT. B. GTT's performance of Ongoing Services at its expense, is contingent upon the Customer: (1) exercising reasonable care in the operation of the Products; (2) operating the Product within GTT's published specifications; (3) maintaining the Product in conformance with GTT's maintenance standards; (4) properly maintaining the operating environment; and (5) providing necessary utility services for use of the Product in accordance with accompanying specifications. C. Customer acknowledges that it is aware that in order to install Products and perform Services it may be necessary to drill holes and/or connect to a vehicle's electrical system and/or traffic cabinet's electrical system and agrees that GTT shall not be liable for any costs, expenses or damages arising from such work. - 16 - DocuSign Envelope ID: FAD21EE8-D9DB-4848-A759-CCB89BF693CF DocuSign Envelope ID: 3BF633D5-8D84-4F52-833E-AEEFCF580C03 21, REPLACEMENT PARTS. In performing PCaaS services, GTT reserves the right to use replacement parts that are new, refurbished or equivalent in performance to new parts, at no extra charge to Customer. Parts being replaced will be the property of GTT. Customer acknowledges certain parts may be subject to discontinuance by the manufacturer, in which event GTT's obligation will be limited to making reasonable efforts to replace such discontinued parts with an equivalent part. 22. DATA. Customer warrants that it has sufficient rights, title and interests in and to all means of information, data and/or files Customer transmits or uploads to or stores on any environment, in connection with its use of the Products or Services ("Customer Data"). Customer will not transmit or upload any personally identifiable information and will be solely responsible for the security of such information. GTT may view, store, copy, delete or otherwise process any Customer Data to provide the Products and/or Services to Customer and unless prohibited by law, GTT may also collect, analyze and otherwise use anonymized versions of Customer Data for its own business purposes, 23. TERMINATION. Either party may terminate the Services for cause immediately upon written notice if the other party is in material breach of these Terms, any schedules and/or Contract Documents and fails to cure within thirty (30) days of receipt of a written demand to cure, or if the other party (a) is liquidated, dissolved, or adjudged to be in a state of bankruptcy or receivership, (b) is insolvent, unable to pay its debts as they become due, makes an assignment for the benefit of creditors or takes advantage of any law for the benefit of debtors, (c) ceases to conduct business for any reason on an ongoing basis, leaving no successor in interest or (d) if Customer determines not to appropriate funds in a given year and Customer agrees that it will not replace GTT's Products or Services with its own or a competitive Products or Services, Termination of any schedule, MSA or other Contract Document, will not relieve Customer from any accrued payment obligations. 24. SUPPORT GTT will provide helpdesk support during GTT's normal business hours, which are 8:00 am to 5:00 pm central time, Monday through Friday, excluding holidays. A. Warranty Support. Contact your authorized Opticom dealer, or contact GTT technical service at 800-258-4610 or download a warranty & services request form at www.gtt.com, Outside of the United States, please contact our headquarters in St. Paul, MN at 651-789-7333 for assistance in locating an authorized repair facility servicing your country.