PSA - Provide Pavement Condition Assessment for 2021 Roadbotics Assmt.

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AGREEMENT FOR PROFESSIONAL SERVICES This Agreement for Professional Services (this “Agreement”) is entered into on _________________ (the "Effective Date”), by and between the City of South Bend, acting by and through its Board of Public Works (the “City'), and RoadBotics, Inc., a Delaware corporation with its Principal place of business located at 322 North Shore Drive, Suite 200, Pittsburgh, Pennsylvania 15212 (the “Provider”) (each a "Party" and collectively the “Parties"). For and in consideration of the mutual covenants and promises contained herein, the Parties agree as follows: 1.Services. The Provider will provide to the City the professional services (the “Services”) set forth in the Provider's proposal attached hereto as Exhibit A (the “Proposal"), which Proposal is incorporated herein. In the event of any conflict between the terms of t his Agreement and the terms of the Proposal, the terms of this Agreement will prevail. The Provider will execute its obligations under this Agreement in accordance with the prevailing professional standard of care for projects of similar design and complexity. 2.Subscription License Term. In consideration of the payment for the Services specified in Exhibit A, Provider hereby grants to the City during the Subscription Term, solely for the City’s internal use and for no other purpose whatsoever ("Authorized Use"), a nonexclusive, nontransferable right to use and access RoadWay, RoadSense and RoadNav, as such products are described in Subscription Components. The Services will include all components listed above in "Subscription Components" with specific terms of the Subscription Program provided above. 3.Specific terms. City shall have access to the Subscription Components for the Subscription Term. City owns the Pavement Assessment as specified. City hereby grants Provider a perpetual, non- exclusive license to access, analyze, use internally, and publish or display on its ow n websites, any Pavement Assessment specified. Additionally, Provider grants to City a perpetual, non- exclusive, non-transferable license to use, analyze, and publish or display on its websites, any complimentary images or visualizations provided by Provider in conjunction with City’s purchased Pavement Assessment. Provider hereby grants City a non-exclusive, non-transferable license during the Subscription Term to access, display internally, use and, where applicable, download and install onto a compatible mobile device RoadNav and RoadSense for the sole purpose of collecting Road Data for the generation of the City Pavement Assessment. City acknowledges that Provider is the owner of RoadSense, RoadNav and Road Data. Road Data means the raw data collected by RoadSense that includes video, geolocation and timestamps for the specific purpose of generating Pavement Assessments. Except for the licenses granted in this Agreement, nothing in this Agreement confers in the City any right of ownership to RoadSense, RoadNav or Road Data. Notwithstanding anything to the contrary in this Agreement, City shall not have access to Road Data while collecting or transmitting the Road Data. June 22, 2021