Item 31 - Agreement with Yunex Traffic for Traffic Signal and Street Lighting Maintenance

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Santa Ana: Traffic Signal and Streetlight Maintenance (RFP NO.: 24-046) Y U ' ' - " TRAFFIC Contract Agreement Statement Yunex Traffic submits its proposal with the following Exceptions and Assumptions relating to Appendix Attachment 2 (Sample Agreement) of the RFP and would like the opportunity to discuss the following, if selected: • Customer shall have a non-exclusive, royalty -free, nontransferable perpetual license to use Yunex Traffic Technical Data in matters relating to the contract but shall not disclose Yunex Traffic Intellectual Property including base Source Code to any third party under any circumstances. This contract does not include developing a new product so there will not be any technical data developed or originating for this project. • Yunex Traffic will indemnify Customer only for third party claims against Customer to the extent damages are a direct result of Yunex Traffic's negligence or willful misconduct. • Further, Yunex Traffic must be promptly informed of any third -party claims and have full control of all defense decisions and outcome, except Yunex will not do anything to expressly admit culpability of Customer without its written consent. • Yunex Traffic assumes that any liquidated damages and disincentives, however defined, described, or identified, are the sole and exclusive remedy for the related non- conformance, and that liquidated damages and disincentives shall never exceed an annual aggregate of 10% of the annual contract value. • Yunex Traffic assumes that all damages be capped at 100% of the contract price in the aggregate, and all indirect, consequential, special, incidental, punitive, and similar damages are expressly waived by the Parties. • Yunex Traffic assumes that it will have full control of defending and resolving infringement claims. • Yunex Traffic will allow audits 1) with reasonable notice, 2) at reasonable times, 3) for document specifically related to this project, but not including cost information. Information provided or obtained in the course of an audit, may not be removed, copied, transmitted, scanned, or photographed, or otherwise removed from Yunex premises. • Yunex Traffic assumes that all implied warranties not expressly agreed upon in the Contract are waived. The remedies established in the warranty provision(s) shall be Customer's sole and exclusive remedies relating to warranty. • Yunex Traffic assumes that all rights and remedies of the Customer shall be expressly stated in the Contract and shall be the sole and exclusive remedies of the Customer for claims arising from the Contract. ©2024 Yunex Traffic 3