Professional Services Agreement - RoadBotics, Inc. - 2018 Road Surface Condition Assessment Pilot Program

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RoadBotics Proposal RoadBotics, Inc. ("RoadBotics") located at 6401 Penn Ave., V Floor, Pittsburgh, PA 15206 will provide to the City of South Bend at 227 W. Jefferson Blvd, Ste 1316, South Bend, IN 46601 access to certain services ("Services") pursuant to the provisions of this Agreement ("Agreement") as outlined below. RoadBotics and Customer agree as follows: 1. General Terms. In consideration of the payment for the assessment specified below, RoadBotics will provide Customer access to Roadway, its innovative pavement monitoring and management platform as part of its Program as further outlined in this agreement. The Services will include all components listed in Addendum A. 2. Specific Terms. Customer shall have access to the RoadWay platform along with specific Customer data collected for the period specified in Addendum A. Customer owns any RoadWay assessments specified in Addendum A. Customer hereby grants RoadBotics a perpetual, non-exclusive license to access, analyze, use internally, and publish or display on its own websites, any RoadWay assessments specified in Addendum A. Additionally, RoadBotics grants to Customer a perpetual, non- exclusive, non -transferable license to use, analyze, and publish or display on its websites, any complimentary images or visualizations provided by RoadBotics in conjunction with Customer's purchased assessments. Customer shall have access to the RoadWay platform along with access to any specific components specified in Addendum A for the period specified in Addendum A 3. Fees and Payments. 3.1 Customer shall pay to RoadBotics a Fee of $33,000.00 upon signing this agreement. All fees shall be paid within thirty (30) days of the date of invoice. 3.2 Interest shall accrue on the amount of any payment obligation not paid when due at a rate equal to the lower of (i) 1.0% per month or portion of a month; or (ii) the highest rate permitted by law. In addition, RoadBotics may suspend its performance under this Agreement if Customer fails to comply with any part of its payment obligation. 4. Warranties. RoadBotics will use reasonable commercial efforts to make the Services available during the term specified. In the event of breach of this warranty for the Services, RoadBotics's sole and exclusive obligation, and Customer's sole and exclusive remedy, shall be to refund the applicable portion of the Program Fee applicable to the Services for the period such Services were not available because of breach by RoadBotics. H