HomeMy WebLinkAbout26 - Submissions - SS4A Demonstration Activity - Safety Data PlatformFrom:Kristine Sloan (Citian)
To:Bozeman Procurement
Cc:Ryan Westrom (Citian); Jianwei Wang (Citian)
Subject:[EXTERNAL]Citian proposal - SS4A COMPREHENSIVE DEMONSTRATION ACTIVITY – SAFETY DATA PLATFORM -02.19.26 by 3PM MST
Date:Thursday, February 19, 2026 1:26:51 PM
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Hello,
On behalf of my firm, Citian, I am submitting a proposal in response to the City of
Bozeman’s RFP titled SS4A Comprehensive Demonstration Activity - Safety Data
Platform. The deadline on the RFP is February 19, 2026, 3PM MST.
We have prepared a single, searchable PDF under 25 MB per the RFP’s requirement. In
the event that the City receives a public records request, we have also attached a
redacted version of the proposal.
Please respond with written confirmation that you have successfully received our
proposal—for our own documentation.
Thank you,
Kristine Sloan | Technical Proposal Writer
City of Bozeman RFP
SS4A Comprehensive Demonstration
Activity – Safety Data Platform
Point of Contact:
Ryan Westrom
Chief Product & Strategy Officer
(202) 240-9112
ryan@citiansolutions.com
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Table of Contents
Table of Contents
Cover Letter ........................................................................................................................................... 1
Executive Summary ............................................................................................................................... 2
Our Understanding ............................................................................................................................. 2
Who We Are ....................................................................................................................................... 3
What Citian Can Offer the City of Bozeman .......................................................................................... 3
Our Response to Bozeman’s RFP ......................................................................................................... 5
Firm/Individual Profile ........................................................................................................................... 7
Firm Profile ........................................................................................................................................ 7
Project Team ...................................................................................................................................... 8
Staffing Approach ................................................................................................................................... 8
Organizational Chart ............................................................................................................................... 8
Core Personnel and Resumes ................................................................................................................. 9
Scope of Services ................................................................................................................................ 15
Project Management and Delivery ..................................................................................................... 15
Implementation Approach ................................................................................................................ 15
Phase 1: Discovery, Data Collection, and Onboarding ............................................................................ 15
Phase 2: Configuration and Testing ........................................................................................................ 16
Phase 3: Launch and Training ................................................................................................................ 16
Description of Proposed Solution ......................................................................................................... 18
CRASH – Citian’s Safety Data Platform .............................................................................................. 18
Digital Twin Environment .................................................................................................................. 18
Data Acquisition, Integration, and AI-Driven Refinement .................................................................... 19
High-Injury Network Identification and Safety Pattern Analysis .......................................................... 20
Predictive Modeling, Countermeasure Selection, and Investment Optimization .................................. 21
Monitoring, Evaluation, and SS4A Reporting Automation .................................................................... 23
Maintenance and Support for City Staff ................................................................................................. 25
Continued Partnership Beyond Implementation ................................................................................ 25
Ongoing Support and Maintenance .................................................................................................... 25
Related Experience with Projects Similar to the Scope .......................................................................... 28
City of Madison – Crash Safety Analysis Platform ............................................................................... 28
Southern California Association of Governments ............................................................................... 29
San Joaquin County .......................................................................................................................... 30
City of Helena .................................................................................................................................. 31
References .......................................................................................................................................... 32
Proposed Schedule .............................................................................................................................. 34
Price Proposal ..................................................................................................................................... 35
Required Forms
Attachment A: Signed Affirmation of Nondiscrimination ................................................................................. 36
Attachment B: Proposed Changes to SaaS Agreement .................................................................................. 37
Attachment C: Cloud Services Questionnaire ............................................................................................... 39
Appendices
Appendix A: Exhibit B, referenced in SaaS Agreement .................................................................................... 42
Appendix B: Incident Response Plan ............................................................................................................ 43
Appendix C: Disaster Recovery Plan ............................................................................................................. 44
Appendix D: Business Continuity Plan .......................................................................................................... 45
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Table of Figures
Figure 1: Citian Firm Qualifications ........................................................................................................................... 3
Figure 2: Citian Leadership ................................................................................................................................................. 7
Figure 3: Organizational Chart ........................................................................................................................................... 9
Figure 4: ADDIE Instructional Framework ........................................................................................................................ 17
Figure 5: Interactive maps provide user-friendly visualizations of historical collisions. Correlating factors can be easily
overlaid for dynamic safety analysis. ............................................................................................................................... 18
Figure 6: Crash data location is enhanced through automatic, context sensitive AI refinement .................................... 19
Figure 7: Top corridors ranked by total crashes. Filters can be applied to provide additional focus on organizational
priority searches. ............................................................................................................................................................. 20
Figure 8: Analyze Area Tool provides custom defined study areas, swiftly created by selecting segments and
intersections. Selecting historical collisions can deepen analysis. ................................................................................... 21
Figure 9: Areas that are under or overperforming are highlighted to show urgent safety issues and "role model"
locations. .......................................................................................................................................................................... 22
Figure 10: Crash data and correlating factors are distilled to provide insight into anomalous driving behavior. ........... 23
Figure 11: The Countermeasure Recommendation Tool shows the potential safety impact of a variety of
countermeasures in a given study area. Users can toggle desired countermeasures to see their predicted impact on
crash outcomes. ............................................................................................................................................................... 23
Figure 12: A heat map reveals trends in the frequency and severity of crashes in Madison over time .......................... 28
Figure 13: Helena Asset Condition Status ........................................................................................................................ 31
Table of Tables
Table 1: How Citian Will Meet or Exceed the City's Requirements ................................................................................... 5
Table 2: How CRASH Operationalizes FHWA SS4A Compliance ....................................................................................... 24
Table 3: Cost Breakdown ................................................................................................................................................. 35
Cover image source: https://www.pexels.com/photo/mountain-near-house-534415/
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Cover Letter
City of Bozeman
Attn: Taylor Lonsdale, PE
P.O. Box 1230
Bozeman, MT 59771-1230
RE: RFP SS4A Comprehensive Demonstration Activity – Safety Data Platform
Dear Mr. Lonsdale and Members of the Selection Committee,
Citian, Inc. (Citian) is pleased to submit this proposal in response to the City of Bozeman’s Request for Proposal,
“SS4A Comprehensive Demonstration Activity – Safety Data Platform.”
Citian is a software provider and data intelligence firm founded by engineers and planners, the kinds of specialized
end users who themselves would make use of our software. What sets our firm apart is our subject matter
expertise and deep experience in the transportation industry, which allows us to tailor solutions to the varied
demands found across departments like Transportation and Engineering. Citian is mission-driven, shaping our
solutions to public sector needs. Our drive to bring innovation to the public sector is evidenced by our active
contribution to national industry forums where we share original research and applied insights, such as findings
we’ve presented at the Transportation Research Board Annual Meeting.
Based on our review of the RFP, we understand that the Safety Data Platform is a central implementation tool
within the City’s SS4A Planning and Demonstration Grant, not a standalone software purchase. It must operate in
direct coordination with development of the Comprehensive Safety Action Plan and the demonstration of
advanced intersection safety data collection equipment. The platform is expected to integrate historic crash data
with newly collected intersection analytics, enabling High Injury Network identification, countermeasure
evaluation, and defensible performance tracking aligned with FHWA Safe Systems principles. In doing so, it serves
as the analytical backbone of the grant—translating data into actionable insights that guide plan development
and support ongoing evaluation throughout the three-year demonstration period of Citian’s safety data platform.
Citian would like to offer the City of Bozeman CRASHTM, our cloud-based traffic safety intelligence platform. We
are end-to-end implementers, taking great care to customize and configure our prebuilt offering to client needs.
CRASH utilizes artificial intelligence to drive a variety of features, such as crash narrative processing, high injury
network identification, automated pattern identification, severity risk modeling, crash diagram production, cost
predictive crash modeling, and more. Citian believes its solution meets and exceeds the City’s requirements for a
proactive, actionable system.
By submitting this proposal, the Citian team agrees to be bound by all commitments, representations, and terms
set forth herein. Citian agrees to be bound by the laws of the State of Montana. Our firm proposes a few changes
to the Software-as-a-Service (SaaS) Agreement; see Attachment B. We acknowledge that the City will not entertain
changes to section 9 of Attachment B.
We appreciate the opportunity to respond to this solicitation and would welcome any further discussion of our
software and project approach. Please do not hesitate to contact us should you have any questions or require
additional information.
Sincerely,
Steven Houh, ME, PE | Founder and CEO
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Executive Summary
Our Understanding
Pedestrian and bicycle fatalities in the United States have risen sharply over the past decade, reversing years of
progress and underscoring the urgent need for systemic change. These tragedies can rarely be described as
random; serious injuries and fatalities are often the predictable result of design, operational, and behavioral
factors interacting within the transportation system. Growing cities like Bozeman face the dual responsibility of
accommodating rapid population growth while reinforcing a commitment to safety for all roadway users.
In 2022, the tragic bicycle fatalities in Bozeman that prompted adoption of the Streets Are For Everyone (SAFE)
Action Plan made clear that even a single loss of life warrants systemic evaluation. Under a Safe Systems
framework, no fatality is acceptable. The event underscored vulnerabilities at arterial crossings and reinforced the
need to proactively examine intersection design, signal timing, multimodal visibility, speed management, and
network-level risk patterns. Not only in response to incidents, but in anticipation of them.
Through its SS4A Planning and Demonstration Grants, the City has committed to developing a Comprehensive
Safety Action Plan grounded in defensible analysis and measurable outcomes. The effectiveness of that Plan,
however, will depend on the rigor and completeness of its data foundation. A Safety Action Plan, as a policy
document, is only as strong as the analytical picture it creates. That picture must support defensible identification
of a High Injury Network, transparent prioritization of projects and programs, ongoing evaluation of impact, and
structured reporting to FHWA in accordance with SS4A requirements.
Currently, City staff must review individual crash reports to identify trends, a process that requires significant time
and limits proactive safety management. More broadly, transportation safety analysis often involves the manual
labor of examining disconnected, Excel-logged data, where crash information, network characteristics, and
demographic context are stored separately and reconciled through painstaking effort. This approach constrains
staff capacity, delays insight generation, and makes it difficult to institutionalize consistent, reproducible analyses.
A shift in analytic paradigm is called for—one that moves beyond fragmented review toward an integrated,
transparent, and system-level safety data environment. The City is not simply procuring software; it is undertaking
a three-year demonstration of how modern safety analytics can institutionalize proactive safety management.
The selected platform must integrate crash data, transportation network information, demographic overlays, and
advanced safety equipment outputs into a unified analytical framework that enhances—not replaces—
engineering judgment.
Citian’s technology was built specifically to support a wide range of traffic safety analyses within Safe Systems
contexts. When paired with the analytic expertise of the Comprehensive Safety Action Plan consultant, the
platform will enable the City to:
• Identify and validate a defensible High Injury Network (HIN)
• Prioritize projects and countermeasures using transparent criteria
• Evaluate safety impacts over time
• Produce structured documentation and reporting required under SS4A
Equally important, the platform will advance operational goals central to this demonstration: reduced staff time
spent on manual crash review, improved access to crash information across departments, and the provision of
usable, transparent tools that empower City staff to conduct proactive safety analysis beyond the life of the grant.
We are proposing a safety data platform that, in partnership with the City and its planning consultant, will
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transform fragmented crash review into a defensible, rigorously validated analytical framework, thus
strengthening the credibility, sustainability, and long-term impact of Bozeman’s Comprehensive Safety Action
Plan.
Who We Are
Citian, Inc. (Citian) is a
transportation safety and
right-of-way data intelligence
firm focused on helping public agencies modernize how
they holistically understand, manage, and invest in
roadway safety. The firm was founded by engineers and
planners who experienced firsthand the limitations of
manual safety data collection and analysis and set out to
build software shaped around the realities of public sector
operations. Our firm is not simply a software provider. Our
platform offerings are built with specialized engineering
operations and workflows in mind.
Citian’s approach centers on transforming complex, multi-
source data environments from static records into strategic
management. By unifying crash data, real-time traffic and
speed data, roadway GIS-based geometry and network
data, behavioral and contributing factor data, and demographic and socioeconomic information within a single
environment, agencies gain a clearer understanding of their networks and the tradeoffs inherent in shaping safety
initiatives. This unified view becomes the foundation for aligning daily operations, planning decisions, and long-
term investment strategies, supporting not only transportation planning but also public communication and
compliance reporting.
What Citian Can Offer the City of Bozeman
At the core of Citian’s offering is CRASHTM (Crash Reduction through Analysis of Safety Hazards), a cloud-based
traffic safety intelligence platform designed to transform how agencies understand, prioritize, and reduce
roadway risk. CRASH brings together machine learning–powered crash report refinement, advanced spatial
analytics, predictive modeling rooted in Highway Safety Manual (HSM) methodologies, and integrated
environmental and behavioral datasets into a unified operational environment. The platform functions as a central
view of traffic safety data, leveraging AI, natural language processing, advanced analytics, and decades of
engineering know-how to support defensible, data-driven decision-making.
Importantly, CRASH places particular emphasis on Vulnerable Road User (VRU) safety (including pedestrians and
cyclists), equipping agencies to examine crash patterns involving pedestrians, bicyclists, and other non-
motorized users with clarity and precision. Through refined crash coding, behavioral factor analysis, special
ranking based on VRU crashes, VRU dashboard, VRU reporting, and spatial screening tools, the platform enables
targeted identification of VRU crash patterns to support federally compliant safety planning and high-injury
network prioritization.
By maintaining refined crash data, roadway network information, traffic volumes, near-miss and behavioral
indicators, demographic context, and engineering reference datasets within a single digital twin environment,
CRASH provides agencies with a living representation of roadway safety performance. This continuously
evolving environment supports interactive exploration, automated engineering intelligence, grant-ready safety
Figure 1: Citian Firm Qualifications
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planning, benchmarking and goal tracking, and complaint-to-resolution workflows—all within the same platform.
The result is not simply a crash database, but an integrated safety management system that equips agencies to
move from reactive reporting toward proactive, prevention-oriented safety planning aligned with an SS4A
framework.
The following table summarizes how Citian and the CRASH platform meet or exceed the City’s stated requirements
and directly support the objectives outlined in the RFP:
City of Bozeman’s Needs How Citian & CRASHTM Meets or Exceeds the Requirements
A platform that will improve the
ability for city staff to utilize
crash data:
Improve staff capacity to access,
interpret, and apply crash data in
daily operations and planning
decisions
✓ Centralized, AI-refined crash repository that converts raw
reports into structured, analysis-ready data
✓ Natural-language query tools and customizable interactive
dashboards that eliminate manual spreadsheet workflows
✓ Lane-level digital twin mapping that allows staff to visually
interpret crash trends and contributing factors
Utilization of this platform to
inform the development and
evaluation of a Comprehensive
Safety Action Plan:
Citian will work with the City’s
chosen consultant to structure data,
screening outputs, and
performance metrics so that the
platform directly supports plan
development, prioritization, and
documentation
✓ Automated HIN analysis, screening tools, and pattern
identification to support priority corridor selection
✓ Predictive modeling and countermeasure evaluation
aligned with Safe Systems principles
✓ Report-ready outputs and exportable graphics that
integrate directly into the Comprehensive Safety Action Plan
Utilization of crash data and data
from the demonstration of
advanced safety data collection
equipment:
Integrate traditional crash data with
near-miss, speeding, and
behavioral data collected through
advanced safety technologies
(stationed at sites of interest in the
City) to support proactive risk
identification
✓ Integration of demonstration equipment data (e.g., red-
light running, near misses, speeding events) into the same
analytical environment as crash data
✓ Driver behavior predictive tools that correlate anomalous
behaviors with crash risk
✓ Combined crash and behavioral screening to identify
emerging high-risk locations before severe crashes occur
Platform must be capable
of importing and analyzing crash
data, transportation network
information, and demographic
data:
✓ CRASH supports API-based integration and structured
data ingestion from police RMS, state crash repositories, and
legacy systems; Citian can perform migration from PDF reports,
spreadsheets, and flat-file exports for immediate analysis in
CRASH
✓ Integration with the transportation network information and
demonstration advanced safety data collection equipment,
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Provide seamless ingestion and
integration of multi-source datasets
into a unified analytical environment
which would collect data on vehicles running red lights, near
misses, speeding, and any other desired safety data (e.g. harsh
breaking, rapid acceleration, etc.)
✓ Automated geolocation of crash data with roadway
network and demographic layers for corridor-level and block-
group analysis
Platform must provide in-depth
analytical and visualization
capabilities:
Deliver advanced screening,
mapping, modeling, and
visualization tools to support
engineering-grade safety analysis
✓ Identify and rank the High Injury Network using configurable
screening criteria
✓ Generate automated crash diagrams and perform
structured crash pattern analysis
✓ Define and model potential countermeasures using HSM-,
SPF-, and CMF-informed methodologies
Platform must facilitate ongoing
monitoring and evaluation of the
safety plan and demonstrate
SS4A fulfillment:
Support performance tracking,
documentation, and reporting
requirements throughout plan
implementation
✓ Custom reporting templates aligned with FHWA, SS4A,
SHSP, and HSIP requirements
✓ Dashboard-based performance monitoring with
configurable safety metrics and trend tracking, including a VRU
dashboard focusing on pedestrian and cyclist crash
outcomes
✓ Export-ready charts, tables, and maps suitable for
Commission updates, public communication, and federal
reporting
Building a proactive, prevention-
oriented safety posture through
improved operations:
Shift from reactive crash response
toward predictive, risk-based safety
management and investment
planning
✓ AI-driven crash refinement and predictive modeling that
identifies risk before severe outcomes occur
✓ Integrated countermeasure recommendation and budget
optimization tools to prioritize high-impact investments
✓ Centralized digital twin platform that unifies previously
disconnected workflows into a continuous safety
management process
Table 1: How Citian Will Meet or Exceed the City's Requirements
Our Response to Bozeman’s RFP
In response to the City’s RFP requirements, we have prepared a proposal that is outlined as follows:
• Executive Summary: An overview of Citian’s proposed offer and how it addresses the City’s needs.
• Firm/Individual Profile: A profile of Citian and our proposed project team.
• Scope of Services: The activities that would be performed to deliver a safety data platform for a 3-year
demonstration period to the City.
• Description of Proposed Solution: A description of CRASH, Citian’s proposed safety data platform.
• Maintenance and Support for City Staff: A description of the services Citian will provide to the City after
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platform deployment.
• Related Experiences with Projects Similar to the Scope of Services: Featured descriptions of past Citian
projects.
• References: Points of contact associated with each past Citian project featured in the section above.
• Proposed Schedule: The proposed project schedule.
• Price Proposal: The proposed price with an accompanying narrative.
We have included the required Attachments as well:
• Attachment A: Signed Affirmation of Nondiscrimination
• Attachment B: Proposed Changes to the Software as a Service Agreement.
• Attachment C: Completed City of Bozeman Cloud Services Questionnaire
We have provided additional material to supplement the RFP’s submittal requirements:
• Appendix A: Citian has added an “Exhibit B” within Attachment B, the Software as a Service Agreement.
This is Citian’s Master Subscription Agreement. Appendix A of this proposal package is the Exhibit B
referenced in the revised SaaS Agreement.
• Appendix B: Citian Incident Response Plan, as referenced in our response to Attachment C, the Cloud
Services Questionnaire.
• Appendix C: Citian Disaster Recovery Plan as referenced in our response to Attachment C, the Cloud
Services Questionnaire.
• Appendix D: Citian Business Continuity Plan as referenced in our response to Attachment C, the Cloud
Services Questionnaire.
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Firm/Individual Profile
Firm Profile
Citian is a transportation safety and roadway data intelligence firm focused on helping public works agencies modernize
how they holistically understand, manage, and invest in their safety initiatives. Our technologies enable our clients to
optimize existing data with the latest advances in AI and Machine Learning and propel their planning capabilities into
the new era. Based in our nation’s capital, Washington, D.C., Citian brings together decades of engineering talent,
research, data science, and computer programming to serve clients and transportation professionals from the local to
the federal level.
Citian’s staff is led by a qualified,
experienced team of industry leaders with
decades of experience in transportation
and engineering, safety, and planning.
Citian’s leadership team is helmed by
Steven Houh, P.E., Jianwei Wang, Ph.D.,
and Ryan Westrom P.E., PTP. Each has
decades of relevant transportation
industry experience (see Project Team).
Citian’s executive team is supported by a
broader team of software architects, AI
programmers, data scientists,
researchers, and transportation
professionals.
Citian distinguishes itself through its
domain expertise in transportation and
engineering, bringing an interdisciplinary
approach to software. Importantly, our
approach to data centralization is
purpose-built to support downstream
engineering analysis and decision-
making. Rather than requiring agencies to
overhaul established practices, our
approach supports organizational change
management by modernizing workflows
in a way that complements existing roles,
preserves institutional knowledge, and
reduces friction across departments. This
operational innovation enables agencies to transition from manual, reactive crash review toward a coordinated,
transparent, and system-level safety management environment aligned with Safe Systems principles.
Figure 2: Citian Leadership
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Project Team
Staffing Approach
Our firm staffs projects through three integrated verticals: transportation domain experts, data scientists, and
software engineers. We take this interdisciplinary approach because roadway safety management is not merely a
matter of analyzing crash records or deploying analytics tools. It is a domain-specific decision problem that sits at
the intersection of engineering judgment, operational reality, and technology.
Many software platforms represent their tool as a generalized industrial or enterprise problem, focusing primarily
on data capture and visualization. While these tools can efficiently extract information, they often stop short of
delivering immediate, practical value to specialized end users such as engineers, planners, and public works
managers. This gap emerges when systems lack embedded domain logic, which results in outputs that require
significant translation before they can be used for improvement planning, capital programming, or policy
decisions.
Our staffing model is intentionally designed to close that gap.
Organizational Chart
The project team is structured to provide clear lines of accountability, efficient coordination across disciplines,
and direct access to decision-makers throughout the project lifecycle.
The Project Manager, Ryan Westrom, PE, PTP, serves as the single point of overall responsibility and authority
for the project. All functional leads report to Mr. Westrom, ensuring unified oversight of scope, schedule, quality,
and technical alignment. This centralized reporting structure allows project decisions to be made quickly while
maintaining consistency across software delivery, data development, and field activities.
Supporting the Project Manager on the side of project execution, contract delivery, and coordination are:
• Client Experience Lead, Theresa Hall, is responsible for stakeholder engagement, communication
cadence, and ongoing client support, ensuring that the City and participating municipalities remain
informed, supported, and confident in system adoption. Ms. Hall will determine when to engage:
o The Client Success Team, who oversees platform configuration, user onboarding, and rollout
activities, works closely with both technical teams and end users to support a smooth transition
from deployment to active use.
o Account Manager, Rahul Kapoor, provides executive-level oversight and contractual
coordination, remaining available to client leadership as needed while supporting long-term
partnership objectives.
Technical execution is managed through discipline-specific leads who report directly to the Project Manager:
• Data Lead, Jianwei Wang, PhD, leads data architecture, analytics, and quality assurance efforts, including
transportation data and GIS analysis.
• Engineering Lead, Cristian Arteaga, PhD, leads analytical methodology and predictive modeling
validation, aligning safety analyses with established engineering standards and best practices.
• Software Development Lead, Jeff Lee, is responsible for application development, system functionality,
and technical integration.
See the project team organizational chart below for an overview of Citian’s reporting structure:
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Core Personnel and Resumes
Ryan Westrom, PE, PTP, will serve as Project Manager of this project. In this role, Mr.
Westrom will provide day-to-day project leadership while ensuring that all technical work
remains aligned with real-world transportation planning and public works decision-making
needs. As a licensed Professional Engineer and certified Professional Transportation Planner
with more than two decades of transportation project management experience, he brings a
dual perspective that bridges project delivery discipline with domain-specific judgment.
Mr. Westrom will coordinate all project activities across the software, data, and
transportation domain teams; manage schedule, scope, and quality; and serve as the primary point of contact for
the City. Drawing on his transportation planning background, he will actively guide how crash and roadway data
are structured, interpreted, and presented so that system outputs are engineering-defensible, implementation-
ready, and directly usable for maintenance prioritization, budgeting, and long-term capital planning, while
working closely with City stakeholders to clarify objectives and refine use cases as needs evolve.
Jianwei Wang, PhD will serve as the Data Lead. In this role, Dr. Wang will be responsible for
defining, governing, and validating the data and analytics that underpin the platform,
ensuring that all roadway and crash information is accurate, consistent, and engineering-
defensible. Drawing on more than two decades of experience leading transportation data,
traffic safety management initiatives for public agencies, he will oversee how raw field and
AI-derived data are transformed into structured, decision-ready information aligned with
accepted engineering and planning practices.
Dr. Wang will lead data architecture, extraction logic, quality assurance, and compliance evaluation workflows,
working closely with the software and transportation domain teams to confirm that system outputs support real-
world improvements, prioritization, and capital planning decisions. His role ensures that the platform delivers
more than organized data—providing reliable, transparent analytics that agency staff can confidently use for
planning, reporting, and long-term infrastructure management.
Figure 3: Organizational Chart
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Jeffrey Lee will serve as the Software Development Lead. In this role, he will direct the
technical architecture, system integration, and full-stack development, delivering a secure,
scalable system aligned with operational safety analysis needs. Drawing on more than 20
years of experience leading complex SaaS and cloud-based engineering initiatives, including
high-volume data environments and enterprise system integrations, he brings deep
expertise in solutions architecture, agile delivery, and technical strategy to complex public-
sector implementations.
Mr. Lee will lead application development, integrations, environment buildout, and system performance
optimization, working closely with data and engineering leads to translate analytical and reporting requirements
into a cohesive, production-ready platform. His experience guiding statewide, regional, and citywide CRASH
deployments, including integrations with statewide crash repositories and local police data systems,
demonstrates his ability to direct large-scale data ingestion, AI-enabled processing workflows, and disciplined,
end-to-end systems delivery. His role is key to creating a resilient, high-performing technical environment capable
of supporting long-term safety analysis and reporting objectives.
Theresa Hall will serve as the Client Experience Lead. With deep expertise in client success
skills—defining roadmaps that optimize client ROI, leading adoption strategies, and guiding
organizations through change—she focuses on translating implementations into sustained,
long-term value. She also brings experience delivering targeted user training and supporting
post-implementation stabilization to reinforce adoption and operational confidence.
Ms. Hall brings over eight years of experience leading complex SaaS implementations across
public- and private-sector environments, serving as a primary bridge between client stakeholders and cross-
functional delivery teams. She works closely with executive leadership and operational users to align
implementation strategies with current business objectives while anticipating future growth and evolving
requirements. Her experience spans requirements definition, implementation planning, go-live readiness, and
post-deployment refinement, with an emphasis on usability, organizational readiness, and durable, self-sustaining
system use.
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Ryan Westrom, P.E., PTP
Project Manager
Ryan Westrom has over 20 years of experience in transportation and
professional experience as both a transportation engineer and planner in both
public and private settings across the country working with federal, state, and
city DOTs on strategy, policy, design & innovation, and related work. He is an
experienced leader serving as Chief Strategy Officer at Citian with expertise in
statewide planning, safety design, spatial accessibility, data analytics, and
designing smart infrastructure for multimodal networks. His extensive
planning, programming, and analytical management project work in
Washington, DC, and beyond includes broad-based project management of
projects at all scales.
Selected Relevant Experience
CRASH Regional Buildout | Southern California Association of Governments
(SCAG)
Led as Project Manager in the development and deployment of the regional
CRASH safety data analytics software for the Southern California Association of
Governments (SCAG). Worked to customize features such as artificial
intelligence and advanced data analytics to ingest, refine, and audit SWITRS,
CCRS, and TIMS crash data. Developed local custom dashboards and analysis
approaches to promote easy, accurate, safety analysis and issue remediation
across the metropolitan area as well as customizing for local agencies.
CRASH Citywide Buildout | City of Madison, WI
Led the Citian implementation team as Project Manager to deploy CRASH safety data analytics software in
Madison. Worked to customize features such as dashboards, reports, automated countermeasure
recommendations, and network screening functionality to meet local needs. Developed specialized approaches
to promote effective, expedited safety analysis across the City.
CRASH Statewide Buildout | Minnesota DOT
Served as project lead in the completion of the statewide buildout of the CRASH safety data analytics software for
the Minnesota Department of Transportation (MnDOT). This work included evaluation of crash reporting,
algorithmic insertion of various crash and geometric data into the active SaaS system, addition of customized
software elements, and management of the program rollout. Additionally, live training for MnDOT staff was
completed to orient them to the system.
ADAPT Citywide Buildout | Helena, MT
Served as Project Manager in the completion of a citywide asset management inventory and ADAPT buildout. This
work involved close coordination with city stakeholders as well as Tectonic to scan over 250 miles of road and
extract hundreds of assets across Helena’s pedestrian network. Supervised Citian’s QA/QC team as assets were
extracted from LiDAR scans and measurements were taken on sidewalks, curb ramps, curbs, gutters, signage, road
cross slopes, road striping, and other assets to ensure compliance with Federal, State, and local ADA policies and
regulations. Delivered a comprehensive, data-driven asset management system in ADAPT. Supported the
implementation of this platform and training of all Helena users.
Education
M.S. Transportation
Massachusetts Institute of
Technology
B.A. Urban and Regional Planning
University of Illinois at Urbana-
Champaign
B.S. Civil and Environmental
Engineering
University of Illinois at Urbana-
Champaign
Certifications
Professional Engineer
Professional Transportation
Planner
Professional Affiliations
Institute of Transportation
Engineers
ITS- America
Transportation Research Board
12
Jianwei Wang
Data Lead
Jianwei Wang has led software development, crash report data extraction,
crash data analysis, and traffic engineering projects for DOTs and government
agencies for over 20 years. As Citian’s Chief Technology Officer, he holds a B.S.
and Ph.D. in Civil Engineering with a focus in Transportation. Dr. Wang
specializes in transportation software, database development, traffic safety
analysis and engineering, and GIS.
Selected Relevant Experience
CRASH Regional Buildout | Southern California Association of Governments
(SCAG)
Managed the development and implementation of the metro-wide CRASH
safety analysis software for SCAG. Acted as a liaison between traffic safety
engineering stakeholders and the Citian project team to ensure timely
completion, data refinement quality, and crash analysis accuracy of
deliverables. Managed budgets, data exchange, and training to ensure timely
project success. Worked to customize features such as artificial intelligence
and advanced data analytics to ingest, refine, and audit SWITRS, CCRS, and
TIMS crash data.
CRASH Countywide Buildout | San Joaquin County, CA
Managed the data integration and database build for a countywide CRASH safety analysis software
implementation for San Joaquin County in California. Worked directly with the project manager and county traffic
safety data stakeholders to tailor CRASH’s AI and machine learning refinement algorithms and ensure accurate
and prompt completion of all data-related deliverables. Worked to customize features such as artificial
intelligence and advanced data analytics to ingest, refine, and audit SWITRS, CCRS, and TIMS crash data.
CRASH District Buildout | Washington, DC
Managed development and deployment of the citywide CRASH safety data analytics software in the District of
Columbia for the District Department of Transportation (DDOT). The CRASH software platform was launched
initially for DDOT and has developed to become the industry-leading CRASH software. Worked to customize
features such as artificial intelligence and advanced data analytics to ingest, refine, and audit crash data.
Developed local custom dashboards and predictive analysis approaches to promote effective, expedited safety
analysis and issue remediation across the District.
CRASH Statewide Buildout | Oklahoma Department of Transportation
Served as Project Lead in the completion of a statewide buildout of the CRASH safety data analytics software for
the Oklahoma Department of Transportation. This work included an evaluation of crash reporting, algorithmic
insertion of various crash and geometric data into the active SaaS system, the addition of customized software
elements, and management of the program rollout. Additionally, live training for the State staff was completed to
orient them to the system.
Education
Ph.D. Transportation
Tsinghua University
B.S. Civil and Environmental
Engineering
Tsinghua University
Professional Affiliations
American Society of Civil
Engineers
American Council of Engineering
Companies of Metropolitan
Washington
Transportation Research Board
13
Jeffrey Lee
Software Development Lead
Jeffrey Lee is a distinguished technical executive with a robust two-decade
career spanning the entire software development lifecycle. His expertise
encompasses critical industries including cable/telecom, financial services, and
software-as-a-service (SaaS). As the head of engineering at Citian, Jeffrey
spearheads the development of cutting-edge civil engineering solutions as well
as the onboarding and service of new and existing clients. His deep knowledge
in solutions delivery, agile methodology, and technical strategy is pivotal in
driving innovation and ensuring the successful execution of complex projects,
on time and under budget.
Selected Relevant Experience
CRASH Regional Buildout | Southern California Association of Governments (SCAG)
Served as principal engineer for the CRASH project with SCAG, driving solution design, clarifying delivery goals,
and ensuring execution. Managed software development and coordinated all integration efforts. Expertise in agile
methods, technical strategy, and complex systems delivery was central to driving progress and exceeding project
benchmarks for the high volume of data encountered in this region. Worked to customize features such as artificial
intelligence and advanced data analytics to ingest, refine, and audit SWITRS, CCRS, and TIMS crash data.
CRASH County Buildout | San Joaquin County, CA
Served as lead architect and systems lead for Oklahoma DOT’s CRASH implementation, aligning technical strategy,
defining success criteria, and resolving complex delivery challenges. Directed software development and oversaw
end-to-end system integration and environment buildout. Worked to customize features such as artificial
intelligence and advanced data analytics to ingest, refine, and audit SWITRS, CCRS, and TIMS crash data. Deep
expertise in solutions delivery, agile practices, and technical architecture was instrumental in driving innovation
and ensuring the project was completed on time and under budget.
CRASH Citywide Buildout | Elk Grove, CA
Led technical architecture and delivery for Elk Grove, CA’s implementation of CRASH, establishing system design
direction, defining key outcomes, and guiding the project through technical and operational challenges. Managed
development efforts and coordinated full lifecycle system integration, including environment setup and data
workflows. Implemented an integration process to ingest crash data from the Crossroads crash reporting system,
aggregating it for analytical processing. Applied deep expertise in agile execution and software delivery to enable
an efficient deployment and successful project outcome.
Education
B.S. Information Systems
Carnie Mellon University
Certifications
AWS Cloud Practitioner
14
Theresa Hall
Client Experience Lead
Theresa Hall has over 8 years of experience leading complex, large-scale SaaS
implementations and cross-functional project delivery efforts across both
public and private sector environments. She brings deep expertise in project
management, implementation strategy, and operational enablement. She
works closely with executive stakeholders and delivery teams to ensure
solutions are aligned to current business objectives all while maintaining an eye
on future needs and growth of the client’s environment. Notably, she brings
deep expertise change management and harmonizing operations with digital
solutions. She focuses on smooth adoption, sensible usability, and making sure
clients receive long-term value.
Selected Relevant Experience
CRASH Implementation | MetroPlan Orlando
Ms. Hall served as Client Experience Lead and Project Lead for a five-month implementation of a Citian’s CRASH
platform for a regional Metropolitan Planning Organization overseeing three counties and associated cities. The
engagement involved replacing fragmented crash data sources from state and local systems with a centralized,
analytics-driven solution designed to support efficient deployment of safety resources and roadway safety
decision-making. She led requirements gathering across MPO leadership and county stakeholders, developed the
implementation plan, and defined system workflows to align with existing operational processes. Following
implementation, she led training for approximately 25 MPO, county, and city staff and technical users, equipping
users to leverage crash and GIS analytics to inform police deployment strategies, prioritize roadway investments,
and support data-driven safety initiatives.
CRASH Implementation | Benton County, WA
Ms. Hall serves as Client Experience Lead and Project Lead for the accelerated implementation of a CRASH
analytics platform for Benton County who was seeking to strengthen its Highway Safety Improvement Program
(HSIP) funding competitiveness. The primary objective of the engagement was to enable faster, more strategic
prioritization of crash trends, speed analysis, and countermeasure planning to maximize funding allocations each
HSIP cycle. Ms. Hall executed a streamlined deployment plan. She overlapped system configuration with
stakeholder training to compress time to value, so staff could begin utilizing HSIP ranking and crash-speed
analytics functions as soon as deployment was complete.
Process Optimization and Technology Implementation Planning | US Department of Agriculture
Ms. Hall served as Project Manager for a public-sector process optimization initiative for the U.S. Department of
Agriculture, partnering with cross-functional stakeholders to gather requirements and assess how new technology
could be integrated into existing operational workflows. She facilitated stakeholder workshops to document
current-state processes and guide future-state optimization discussions. The resulting Implementation Plan
addressed both immediate operational needs and longer-term process improvements, delivering a technology
implementation strategy grounded in real-world operations and supporting successful adoption and long-term
usability.
Education
B.S. Supply Chain and Operations
Management
North Carolina State University
15
Scope of Services
Project Management and Delivery
Citian applies PMBOK-aligned project governance with consistent oversight of scope, schedule, cost, risk, quality,
and stakeholders, while delivering the platform through an Agile SaaS model that uses iterative cycles, milestone-
based reviews, and unified governance across all partners. Citian supports this delivery model with a structured
communications approach, designating a single primary point of contact for the City of Bozeman, establishing
escalation paths, and maintaining a schedule of projects meetings. These meetings will include will focus on
milestones, risks, decisions, and upcoming activities. This communication plan will be documented in the Project
Plan.
Implementation Approach
Phase 1: Discovery, Data Collection, and Onboarding
Citian’s approach to implementing CRASH is structured to align with the City’s unique processes and requirements.
In Phase 1, Citian will commence with a comprehensive Kickoff Meeting to establish milestones, review timelines,
and engage stakeholders. During the first four weeks of our engagement, we will conduct a Customization
Workshops with City staff, IT staff, GIS staff to capture the City’s operational requirements and processes and
align it to configuration and customization goals.
We plan to include, if the City prefers, members of the selected Consultant (who will prepare the Safety Action
Plan) in initial Phase 1 planning activities, and we can engage them throughout implementation as much as the
City and the Consultant would want.
Detailed Requirements and Backlog Preparation: Citian’s approach to requirement gathering begins with an
initial Discovery Phase, during which our team takes time to learn, validate, and frame the problem before locking
down technical requirements. During this phase, we provide advice and guidance on configuration approaches
aligned with industry best practices, engage stakeholders through targeted interviews and working sessions,
review existing systems, data sources, and workflows, and clarify business objectives, constraints, and success
criteria. We work with users to understand roles, needs, and pain points, and develop high-level as-is and to-be
process models that ground technical decisions in real operational context.
Citian will produce a set of foundational deliverables that establish a clear, actionable path to implementation. A
Requirements Backlog documents the City’s requirements and confirm what the system must support, directly
informing configuration decisions and delivery sequencing. Project Plan defines the implementation roadmap,
including key activities, responsibilities, levels of effort, critical tasks, and milestone dates. These deliverables
validate scope, schedule, and effort assumptions and establish a shared foundation for delivery. Configuration
decisions and integration details are captured through technical documentation to support transparency.
Base Data Exchange and Import: Citian’s base data exchange and import process minimizes City effort while
establishing the foundational data environment for CRASH. The City should expect to provide available GIS base
layers, such as roadway transportation network information and jurisdictional boundaries, in their current
formats, without preprocessing or reformatting. Citian manages intake of City-provided and external datasets,
including relevant demographic data, such as U.S. Census data, and any additional contextual data. Citian’s GIS
team reviews, validates, and aligns all datasets with CRASH’s spatial framework and data schemas to confirm
usability within the platform. Base data import occurs early in implementation to support system configuration
using real data and to reduce downstream rework. City data remains City-owned and is preserved in a structured
format to support ongoing use.
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Phase 2: Configuration and Testing
Initial Data Extraction and System Setup: Following Discovery, Citian initiates Initial Data Extraction and System
Setup to establish a functional, reviewable CRASH environment using real client data. Citian provisions the
platform, configures foundational settings to reflect the City’s organization, geography, and user roles, and
enables core modules based on validated Phase 1 requirements. In parallel, Citian ingests available datasets, to
validate structure, geometry, and refinement logic and produce a baseline for stakeholder review. Feedback from
this review is managed through the established requirements backlog and prioritization process, allowing
controlled refinement while maintaining governance over scope, schedule, and impact as the platform is
configured and scaled.
Data Ingestion, Integration, and Refinement: Citian’s data extraction and ingestion process is designed to
accommodate a range of source systems and data formats while establishing a defensible analytical foundation
for CRASH. The platform supports API-based integrations, scheduled file transfers, and structured data migration
from police records systems, state crash repositories, transportation databases, and legacy archives. Historical
data may be provided via bulk export in formats such as CSV, XLSX, XML, AASHTOWare files, or PDF crash reports,
all of which Citian currently processes for active clients. Where advanced safety data collection equipment is
deployed, datasets capturing red-light running, near misses, speeding, or other behavioral indicators can be
ingested and aligned with crash and roadway network data within the same environment. Initial implementation
may begin with a secure bulk download of historical records to establish the analytical baseline, followed by
configuration of recurring data feeds to support ongoing monitoring.
Upon intake, all datasets undergo schema alignment, geo-association, and AI-assisted refinement. Crash records
are standardized, location attributes validated, and key fields such as injury severity and contributing factors
reviewed to produce a structured, reproducible crash repository. Records are linked to roadway segments,
intersections, and corridors within the City’s GIS framework, forming the digital twin foundation.
The duration of this phase may vary depending on source system accessibility, export formats, data cleanliness,
and whether live integrations are configured during initial onboarding. In most cases, ingestion and refinement
can be completed within two to four weeks; more complex integration environments may extend this window
modestly to allow for coordination with IT staff, testing of automated feeds, and validation of data mappings prior
to full deployment.
Testing, Staging Environments, and Readiness: As consistent with the Testing Plan confirmed in Phase 1, testing
for CRASH includes a rigorous suite of functional test cases covering both regression testing and newly developed
features and functionality. Citian provides both test and production environments to support controlled
validation prior to release. Automated testing, including unit and integration tests, is being incorporated to
supplement—though not replace—manual functional testing. Performance testing is conducted as needed,
particularly when new or updated functionality is expected to be performance-intensive, such as APIs and batch
processes.
Citian applies structured readiness protocols and Go-Live Plans to confirm production readiness following
completion of configuration, testing, QA/QC, and data validation in staging. These activities verify system
behavior, workflows, integrations, data pipelines, and access controls.
Phase 3: Launch and Training
Deployment: Deployment transitions CRASH into live production through a controlled release process, promoting
validated data and configurations from staging, activating role-based access, and confirming system availability.
An initial stabilization period includes heightened monitoring and issue management through defined QA/QC and
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tracking processes, with deployment coordinated alongside training and client success activities.
User Training and Education: Citian’s training and enablement approach is grounded in a hybrid instructional
model based on the ADDIE framework (Analyze, Design, Develop, Implement, and Evaluate), which is widely
recognized and trusted across the Learning and Development and IT implementation communities. Citian applies
ADDIE as a flexible, user-centric framework that supports adult learners while accommodating the realities of SaaS
platform deployment, where users benefit most from progressive exposure to a live system and reinforcement
over time.
Figure 4: ADDIE Instructional Framework
The training plan includes multiple formats to support onboarding, reinforcement, and ongoing use. In-person,
instructor-led training is conducted during onboarding to introduce users to the live platform, system navigation,
and core workflows in a guided setting tailored to participant roles. Digital user manuals provide a centralized,
continuously updated reference documenting key features, workflows, and common tasks, supporting day-to-day
use and onboarding of new staff. Virtual, asynchronous training sessions are delivered throughout the contract
to reinforce prior training, introduce new functionality, and address evolving needs, typically aligned with system
milestones. Clinic sessions are offered as needed to provide focused, hands-on support for specific workflows or
questions.
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Description of Proposed Solution
CRASH – Citian’s Safety Data Platform
Citian proposes CRASH, a comprehensive, cloud-based safety data platform purpose-built to support Safety Action
Plan development and long-term SS4A implementation. CRASH centralizes crash, roadway, traffic, and contextual
data into a spatially intelligent digital twin and equips staff with tools for high injury network (HIN) analysis, crash
diagrams, systematic crash pattern identification, network screening, predictive modeling, countermeasure
evaluation, and ongoing safety performance monitoring. Rather than functioning as a static reporting dashboard,
the platform operates as an integrated safety intelligence environment, supporting diagnosis, prioritization,
investment planning, and ongoing evaluation within a single system.
CRASH offers many customizable tools and analysis functions because modern roadway safety policy is not static,
single-metric, or one-size-fits-all anymore. Under older safety models, a city might simplify crash count data, fix
high profile intersections, publish a memo and move on. Under a Safe Systems framework, which is driven by
SS4A, agencies must find ways to conduct more thorough systemic analyses.
CRASH offers a way to quickly and intuitively perform such analyses.
Digital Twin Environment
CRASH is built on a SaaS platform architecture that consolidates all crash and roadway data into a centralized,
continuously updated digital twin repository. It is, essentially, a centralized database for Bozeman’s safety data.
The platform ingests Bozeman’s GIS data to replicate the City’s roadway as a digital twin. To facilitate precise
location, crash data is overlaid with additional sources, with crashes placed at the correct lane, intersection
quadrant, segment, and corridor level. CRASH automatically geo-associates events with intersections, segments,
corridors, and mileposts, creating a structured spatial foundation for analysis.
Figure 5: Interactive maps provide user-friendly visualizations of historical collisions. Correlating factors
can be easily overlaid for dynamic safety analysis.
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• Dedicated intersection and segment profile pages break out and feature key information and insights
about a given intersection or segment, including detailed crash data pertaining to that particular roadway
selection. This gives Bozeman to the ability to find available crash information, even down to individual
crashes, based on location.
The interactive digital twin enables staff to seamlessly scale analysis from citywide trends to corridor-level review
and down to individual intersection exploration. Crashes are visualized in real-world context, layered over
basemaps and roadway geometry, supporting intuitive interpretation of trends and risk clusters. By eliminating
siloed spreadsheets and static PDF-based review workflows, the digital twin creates a shared safety intelligence
environment that improves cross-department coordination and provides a durable platform for both plan
development and long-term monitoring.
Data Acquisition, Integration, and AI-Driven Refinement
CRASH ingests crash and supplemental datasets from multiple sources, including state crash systems, local agency
data, traffic volumes, roadway geometry, probe data, and behavioral datasets. It does this through a
structured Multi-Source Data Ingestion engine. Both real-time and historical crash data are continuously
incorporated alongside roadway geometry, environmental, and traffic context data through integration of real-
time and historical data, allowing analysis to reflect current roadway conditions as well as long-term trends.
CRASH is capable of integrating with real-time data captured through traffic signal equipment stationed at any
given signalized location, such as the equipment being procured by the City through the same SS4A funding
(referenced in the RFP). Citian has integrated its system with real-time data capture equipment before, such as in
our implementations for the Southern California Association of Governments and Macomb County, Michigan.
At the core of the platform is a Crash Refinement Engine that utilizes artificial intelligence, machine learning, and
natural language processing to automate crash report parsing, narrative extraction, location correction, and
validation of injury severity, contributing factors, and involved parties. Automated Crash Verification improves
the accuracy of location coding and crash attributes, while the Unique Crash & Asset ID System assigns crashes
to intersections and segments for consistent tracking and ease of auditability.
By transforming raw crash records into structured, validated intelligence, the platform significantly reduces staff
time spent cleaning and reconciling data and increases confidence in downstream HIN analysis and project
prioritization decisions. To this point, the City of Madison, who uses CRASH, would utilize an entire department’s
worth of resources across the span of a month to review individual crash reports, compile data, and create their
annual crash pattern report. After implementing CRASH for them, it now takes them mere minutes to generate
Figure 6: Crash data location is enhanced through automatic, context sensitive AI refinement
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the same crash report.
High-Injury Network Identification and Safety Pattern Analysis
CRASH provides a comprehensive suite of automated screening and analytical tools to support defensible HIN
analysis and systematic crash pattern identification.
• Automated network screening via the Priority Corridors Tool allow users to identify and rank segments
and corridors (that may constitute the HIN) based on total crashes, total fatalities, Safety Performance
Functions (SPFs), Total Equivalent Property Damage Only (EDPO), and Level of Safety Service (LOSS), and
other configurable criteria.
• Sliding Window Analysis enables micro-level screening to identify and rank segments that meet
organizational priority criteria. Users can investigate through customizable distance increments (such as
0.1-mile, 0.3-mile, and 1-mile), allowing focused corridor or school-zone review. This supports precise
corridor-level and school-zone analysis aligned with SS4A’s requirement to identify and prioritize high-risk
segments—not just intersections. Ultimately, this tool directly supports creation of a defensible HIN and
countermeasure planning.
• Crash Tree Tool provides deeper statistical
insight through behavioral disaggregation, box-
and-whisker comparisons, and over/under
performance detection across functional
classifications. This feature will help Bozeman
move beyond simple crash counts toward
systemic risk analysis, helping meet SS4A
expectations for data-driven prioritization and
transparent identification of contributing crash
Figure 7: Top corridors ranked by total crashes. Filters can be applied to provide additional focus on
organizational priority searches.
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patterns (e.g., turning conflicts, speed-related severity, VRU vulnerability).
• Network Analysis Tool supports systemwide screening and comparative performance analysis, enabling
identification of over- and under-performing corridors or facility types across the network. This directly
supports SS4A’s requirement for network-level safety analysis and allows Bozeman to evaluate whether
certain roadway classifications (arterials, collectors, downtown streets) are disproportionately
contributing to serious injuries. This informs a Safe System-aligned investment strategy.
• Analyze Areas Tool allows staff to define custom study geographies—by radius, jurisdictional boundary,
or corridor aggregation—to support targeted project-level review. This enables focused analysis of specific
community concern areas (e.g., recent fatal crash locations, growth corridors, school districts) and
supports SS4A’s emphasis on equity-informed and community-responsive planning.
• Collision Diagram Tool automates traditional diagramming for intersections, segments, and custom
areas, allowing users to generate one-click diagrams with detailed crash attributes (date, time, severity,
weather, lighting, collision type), refine locations and narratives within an intuitive editor, and export
business-ready visuals for reporting and project documentation. This supports Bozeman’s need to
communicate clearly with elected officials, the public, and FHWA by transforming raw crash data into
intuitive, defensible visual documentation for Safety Action Plan development, project justification, and
annual reporting.
Together, these tools replace subjective crash cluster identification with structured, repeatable methodology. The
result is a defensible prioritization process aligned with SS4A expectations, enabling Bozeman to identify high-risk
corridors quickly and transparently while documenting methodology clearly within the Safety Action Plan.
Predictive Modeling, Countermeasure Selection, and Investment
Optimization
CRASH moves beyond descriptive analysis by integrating predictive modeling rooted in both Highway Safety
Figure 8: Analyze Area Tool provides custom defined study areas, swiftly
created by selecting segments and intersections. Selecting historical collisions
can deepen analysis.
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Manual (HSM) methodology and machine learning. It offers the analytic infrastructure necessary to translate
historical crash data into a proactive, investment-ready safety strategy aligned with SS4A requirements. Below
are the analytic tools that make this happen:
• HSM Predictive Analysis Dashboard identifies, visualizes, and predicts safety trends at the intersection
and segment level across the City. The dashboard incorporates SPFs and produces Predicted vs. Observed
comparisons, EPDO outputs, and LOSS metrics to quantify excess crash risk and highlight underperforming
locations. This supports defensible High Injury Network validation and satisfies SS4A’s requirement for
data-driven safety analysis grounded in established methodologies such as the HSM.
• Safety Performance Function (SPF) Tool assists the users in developing localized SPFs so prediction can
be more accurate and reflect local context. This tool aggregates crashes by intersections and segments,
so the user can select segments by AADT, functional class, or number of lanes and intersections by control
types, entering volume, or legs. Results can be filtered by any customized attributes of
intersections/segments. The tool then generates localized SPFs based on the selections and filters.
• Before and After Study Tool assists in monitoring the performance of safety mitigation interventions,
assess the effectiveness and impact of countermeasures, and learn from past project outcomes. Users can
toggle data based on construction periods and customized date ranges to focus their analysis. This directly
supports SS4A’s requirement for measurable safety goals and annual progress reporting to FHWA,
enabling Bozeman to demonstrate outcome-based accountability and continuous improvement.
• Countermeasure Recommendation Tool generates location-specific mitigation strategies using crash-
pattern logic. CRASH pulls its list of recommended countermeasures and their associated CMFs and SPFs
from the U.S. Department of Transportation’s FHWA CMF Clearinghouse, which features a range of
interventions that serve to improve safety conditions and support multimodal, complete streets, and
vulnerable road user safety. This supports the need to link crash diagnosis to evidence-based treatments
and aligns recommended projects with federal best practices—an essential element for SS4A grant
defensibility and future implementation funding applications.
Figure 9: Areas that are under or overperforming are highlighted to show urgent safety issues and "role model"
locations.
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• Cost/Benefit Analysis allows staff to evaluate benefit/cost ratios, optimize fixed budgets, and compare
multiple investment scenarios. These capabilities directly support data-driven capital planning, linking risk
diagnosis to quantifiable engineering treatments and maximizing the safety return on limited
infrastructure funding. Each countermeasure is tied to its associated construction bid items, which are
tailored to the City. Recommended countermeasures are designed by default to maximize a benefit/cost
ratio. This capability directly supports SS4A’s prioritization and implementation planning requirements
while equipping Bozeman to allocate limited capital resources in a transparent, data-driven manner.
Monitoring, Evaluation, and SS4A Reporting Automation
CRASH prepares report-ready outputs by structuring crash and roadway data into organized, exportable formats
suitable for internal analysis, federal reporting, and public transparency. Individual Collision
Profiles and Intersection and Segment Profiles consolidate validated crash records, generate crash
diagrams through the Automated Collision Diagram Generator, and present summary statistics alongside
predicted crash reduction outputs. This allows staff to move directly from analysis to documentation without
reformatting or manual diagram production.
The Natural Language Query Tool, Saved & Shareable Queries, and Custom Dashboard Builder support rapid
generation of tables, charts, maps, and performance summaries tailored to specific audiences, whether for
Commission briefings, interdepartmental coordination, or public-facing materials. Federally Aligned Reporting
Support facilitates documentation aligned with VRU Safety Assessments, SHSP, and HSIP reporting requirements,
while the Public-Facing Dashboard Toggle enables transparent publication of safety metrics with built-in PII
protections.
Further, CRASH contains a dedicated VRU dashboard facilitating comprehensive VRU reporting. This will allow
Bozeman to focus directly on pedestrian or bicyclist crash outcomes and seek to mitigate any identified safety
issues.
By embedding reporting functionality within the same environment used for screening, prioritization, and
predictive modeling, CRASH streamlines the transition from analysis to communication, reduces redundant
formatting work, and supports consistent, defensible safety reporting across all audiences.
In summary, CRASH supports a Safe Systems–aligned safety approach and transforms a complex, multi-source
data landscape into a structured, intuitive analytical environment. The table below summarizes how the
platform’s core capabilities directly support FHWA and SS4A requirements:
Figure 10: The Countermeasure Recommendation Tool shows the potential safety impact of a
variety of countermeasures in a given study area. Users can toggle desired countermeasures
to see their predicted impact on crash outcomes.
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FHWA / SS4A
Requirement Federal Expectation Bozeman’s Needs How CRASH Operationalizes
Compliance
Baseline Safety
Metrics (Fatalities,
Serious Injuries, VRU)
Document current safety
conditions and trends
Improve ability for
staff to utilize crash
data
• Automated severity parsing
• VRU filtering
• Multi-year trend analysis
• export-ready baseline tables
High Injury Network
Identification
Defensible, reproducible
HIN methodology
Analyze high injury
network for Plan
development
• Configurable network
screening
• GIS concentration mapping
• Documented thresholds
• Exportable HIN shapefiles
Equity Analysis
Identify disproportionate
crash burden and
prioritize investments
equitably
Overlay demographic
data and support
prioritization
• Census integration
• Crash burden by tract
• Equity-weighted prioritization
scoring
Countermeasure
Identification
Align strategies with Safe
System principles and
evidence-based practices
Identify potential
countermeasures
• CMF-integrated
recommendations
• HSM-based modeling
• Risk-reduction projections
Evaluation
Framework
Establish performance
measures and ongoing
tracking
Facilitate ongoing
monitoring and
evaluation
• Before/after study automation
• Statistical comparison tools
• KPI dashboards
Demonstration
Reporting
Document effectiveness of
technology deployment
Demonstrate
efficiency gains and
improved analysis
• Automated crash diagrams
• Workflow time reduction
• Usage analytics reporting
Federal Grant
Progress Reporting
Provide auditable
documentation of
activities and outcomes
Support SS4A grant
evaluation tasks
• Exportable reports
• Stored methodologies
• Reproducible analysis
workflows
Table 2: How CRASH Operationalizes FHWA SS4A Compliance
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Maintenance and Support for City Staff
Continued Partnership Beyond Implementation
Citian’s continued partnership approach is centered on a dedicated Client Success (CS) team whose primary
responsibility is to drive institutionalized use of the CRASH platform and support long-term value realization over
the duration of the contract. In addition to routine engagement and support, the Client Success team plays an
active role in identifying and advancing continual platform enhancements that allow CRASH to evolve alongside
the City’s programmatic needs after deployment.
Rather than shifting the relationship to a reactive, support-only model, Citian assigns the City a named Client
Success professional who serves as the ongoing point of accountability for effective platform use, alignment with
organizational goals, and sustained return on investment. The assigned Client Experience Lead owns routine client
engagement and maintains a proactive, vendor-led relationship designed to eliminate the need for uphill self-
advocacy by client staff in order to secure attention, guidance, or value from the platform. Citian initiates
engagement and raises opportunities for refinement or improvement even when no issues have been formally
reported.
The CS team uses a set of structured, vendor-led engagement mechanisms to support effective platform use,
surface insights, and reinforce long-term value, including:
• Quarterly Business Reviews (QBRs): Regular, vendor-led sessions focused on macro-level platform usage,
progress toward the City’s programmatic goals, satisfaction with advisory support, and identification of
any shifts to configuration, workflows, or data needed to better support evolving priorities.
• Ad Hoc Training and Support Sessions: Targeted, on-demand sessions addressing micro-level questions,
common usage challenges, and workflow clarification, reinforcing correct system use and supporting
sustained adoption as staff roles, data, or needs change.
Insights gathered through these engagements inform continual platform enhancements delivered throughout
the contract term. These enhancements may include configuration refinements, workflow adjustments, or
feature updates that improve how the platform supports the City’s objectives. Enhancements are distinguished
from break/fix support and are introduced in a governed manner based on observed usage patterns, recurring
needs, and strategic priorities identified during QBRs and ongoing engagement. This approach allows CRASH to
improve over time without requiring the City to formally escalate requests or advocate repeatedly for incremental
value.
While CS leads day-to-day partnership, engagement, and enhancement activities, Citian’s Account Manager
remains involved as needed to preserve continuity around contractual obligations and commercial alignment. This
role is intentionally limited to ensure the City’s primary experience remains focused on outcomes, guidance, and
long-term value rather than sales activity.
Through this structured, proactive partnership model, Citian provides the City with sustained support, clear
accountability, and built-in mechanisms for continual improvement that position CRASH as a durable, evolving
component of the City’s operations.
Ongoing Support and Maintenance
In addition to driving effective platform use and long-term value, Citian’s Client Success team also serves as the
primary point of coordination for ongoing support and maintenance activities. This model provides the City with
a clear, consistent entry point for reporting issues and requesting assistance, while capitalizing on the
interconnected nature of customer support and Client Success.
26
Client support requests are managed through a centralized ticketing process overseen by the CS team. Tickets are
logged, prioritized, and tracked to resolution, with the Client Experience Lead maintaining visibility and
communication throughout the process. This approach allows City staff to report issues without navigating
internal vendor structures or escalating concerns independently.
Bug fixes and software patches are addressed through a structured support lifecycle. When an issue is identified,
Citian uses the following structured process:
1. Issue Identification and Prioritization: Reported issues are logged and reviewed to assess their nature,
severity, and potential impact, allowing Citian to assign an appropriate priority level and response path
2. Root Cause Analysis and Remediation: Citian investigates the underlying cause of the issue and
implements corrective action tailored to the identified condition, whether through configuration
adjustment, code correction, or patch development.
3. Validation in Controlled Environment: All fixes and patches are tested and validated in a controlled
staging environment prior to release to confirm proper behavior and avoid unintended impacts
4. Production Deployment: Once validated, fixes are promoted to the production environment in a
controlled manner designed to preserve system stability and minimize disruption to users
5. Follow-Up Review and Communication: Resolved issues and applied fixes are documented and reviewed
during routine client success meetings to confirm resolution, address any related questions, and identify
opportunities to prevent recurrence
To provide clear expectations around responsiveness, Citian applies defined service level targets for initial
response based on issue priority. These service levels are designed to ensure timely acknowledgment and
communication while allowing appropriate flexibility in resolution based on issue complexity. The following
section outlines Citian’s response targets by support priority level:
Priority Definition
Target
Response
Times
Target Resolution
Times Target Level of Effort
P1 Urgent: System inaccessibility
to authorized users Within 6 hours Within 24 hours
Continuous, 24 hours
per day, 7 days per
week until impact is
reduced to P2 or lower
P2 High: Core functionality fails Within 12 hours Within 72 hours
As appropriate, Monday
through Friday, 8AM to
5PM, local time
P3 Medium: Any defect that
significantly impedes work Within 24 hours Within 1 week
As appropriate, Monday
through Friday, 8AM to
5PM, local time
P4 Low: Any defect that does not
significantly impede work Within 24 hours Within 4 weeks
As appropriate, Monday
through Friday, 8AM to
5PM, local time
P5
Feature Request: Cosmetic
issues or requests for platform
enhancements, new tools, or
expanded functionality
Within 24 hours Varies by complexity
of the request
Varies by complexity of
the request
27
Regular Software Updates
In addition to issue-driven fixes, Citian periodically introduces planned platform updates to support stability,
security, and long-term maintainability. These updates are infrequent, preserve existing configuration and
workflows, and are coordinated through the CS team to confirm readiness and minimize operational impact.
28
Related Experience with Projects Similar to the Scope
City of Madison – Crash Safety Analysis Platform
The City of Madison sought CRASH to centralize and expedite
traffic safety analysis as part of their Vision Zero focus. Citian is
collaborating with a variety of data stakeholders to enhance available
regional data available for analysis and maximize the impact of the
CRASH platform. Historically, the City of Madison relied on multiple
datasets owned by a wide group of stakeholders, including State, local,
and university partners. Timely access to key data and standardized
formatting for efficient incident layering, mapping, and analysis became
a perennial challenge.
Citian engaged with these data owners, such as the University of
Wisconsin-Madison Traffic Operations and Safety (TOPS) Laboratory, to
integrate and centralize mission-critical datasets into CRASH. For
example, AADT information, alongside additional roadway context data,
integrates into CRASH to overlay and inform analysis of factors that
correlate with crashes. CRASH will enable the City to conduct analysis
and mapping of existing high-risk locations, including the creation of a
HIN. This rich contextual data also informs CRASH’s predictive modeling tools. For the first time, Madison can
proactively identify locations and more comprehensively perform network analysis. With CRASH, previously
manual data exchange processes have been automated, and the City will be equipped to proactively address high-
risk safety locations faster than ever before.
As a result, Madison has experienced a 58%
decline in traffic fatalities on city-owned
roadways, realizing a total economic benefit
of over $8M in public benefit. Madison has
sped up countermeasure implementation.
Previous workflows had been time-
consuming and required extensive back and
forth between staff to develop lists of
appropriate interventions. Assessing the
potential impact of these interventions took
longer still. CRASH’s countermeasure
recommendations tool automates much of
this workflow, expediting engineering
decision-making and intervention
deployment.
Client
City of Madison, Dept. of
Transportation
Project Location
Madison, Wisconsin
Key Professional Services
Platform Implementation
and Configuration
Digital Transformation
Enterprise Data
Management and
Governance
Figure 11: A heat map reveals trends in the frequency and severity of
crashes in Madison over time
29
Southern California Association of Governments –
Transportation Safety Predictive Modeling and Analysis
Platform
Citian has supported the Southern California Association of Governments
(SCAG) in taking a proactive approach to traffic safety throughout the
Southern California region using CRASH and many of its predictive
capabilities. SCAG has a growing population exceeding 18 million residents
and encompasses six counties and 191 local partner agencies. Citian
collaborated with SCAG to develop their custom CRASH environment
tailored to the automated reporting, predictive modeling, and proactive
safety goals of the region.
Citian ingested and refined ten years of crash data from disparate data
sources, including the Statewide Integrated Traffic Records System
(SWITRS), the California Crash Reporting System (CCRS), and the
Transportation Injury Mapping System (TIMS), to immediately upgrade
the overall data accuracy, access, and timeliness for SCAG and all of their
local partner agencies. Citian layered on analysis and reporting tools to
serve as the foundation for network screening, predictive analysis, and
traffic safety improvement operations across the region. CRASH’s mapping and querying tools are being leveraged
to easily navigate over 1.2M crashes across the region. CRASH combined this highly enriched crash data with
several supplemental datasets, including jurisdictional breakdowns, travel behavior data (e.g. speeding data, near-
miss data, etc.), equity data, roadway data, and more to facilitate context-sensitive engineering and planning
studies. CRASH is being used by SCAG to automate much of the safety analysis and reporting performed at the
regional level, including localized fact sheets for each local partner agency to set and monitor performance
metrics.
Throughout the buildout and launch of the CRASH environment, Citian's worked closely with SCAG's leadership to
ensure a seamless project delivery. In SCAG’s buildout, several customizations were completed, including APIs to
automate data transfer processes, dashboards to navigate programming and track progress, and role-based
access for SCAG and their local partner agencies. Citian developed further customizations for SCAG to calibrate
CRASH’s predictive safety models across the region. The Citian team conducted on-site training as the system was
deployed for SCAG as well as virtual product demonstrations for their local partners, including their monthly
‘Toolbox Tuesday’, to ensure users were fully onboarded and proficient in CRASH.
SCAG has prioritized traffic safety through its CRASH deployment by providing those responsible for safety on their
roads access to refined crash data, industry-leading predictive models, and the tools required to streamline much
of the manual work associated with their operational workflows. Both at the regional and local levels, users can
get ahead of emerging patterns and focus their time on more meaningful analysis and decision-making.
Client
Southern California
Association of Governments
Project Location
Los Angeles, CA
Key Professional Services
Platform Implementation
and Configuration
Digital Transformation
Enterprise Data
Management and
Governance
30
San Joaquin County – Transportation Safety Predictive
Modeling and Analysis Platform
San Joaquin County has introduced CRASH to modernize
their approach to citation and report data. As one of California’s fastest-
growing regions—with a mix of urban centers like Stockton, suburban
cities such as Manteca and Lodi, and rural areas spanning agricultural
corridors—San Joaquin faces a complex set of transportation challenges.
CRASH is now helping local agencies work together more effectively by
unifying data across jurisdictions and equipping teams with tools to make
faster, smarter decisions about roadway safety.
In the past, transportation and law enforcement staff throughout the
County relied largely on crash data aggregated by state systems like
the California Crash Reporting System (CCRS) and visualized through
the TIMS platform at UC Berkeley. While these tools offered broad
access to crash records, they often suffered from delays in data
availability and inconsistencies that made it difficult to capture the full
picture of roadway risk. Citian addressed these issues by supplanting
data sourced from the state with crash records directly captured by
officers in the County. Now, public safety teams can view near real-time
information on crashes and have access to crash reports to verify critical information. This enables the County to
identify high-risk locations, understand how they relate to crash patterns, and verify state data against the ground
truth in crash reports.
Planners and engineers are also using CRASH to better inform infrastructure investments. The County can analyze
crash hot spots and citation trends in combination with roadway design features, traffic volumes, and
demographic context. For instance, recurring crashes near school zones in South Manteca or pedestrian injury
clusters in East Stockton can now be analyzed alongside enforcement data to evaluate the potential impact of
speed management strategies, signal upgrades, or pedestrian crossing improvements. CRASH further improves
data reliability by automatically correcting common issues such as vague crash locations or inconsistent violation
descriptions. These improvements ensure that across the County are working from a shared, accurate foundation,
reducing duplication and enabling more effective collaboration between transportation and public safety teams.
Built-in dashboards and reporting tools allow agencies to monitor performance across the network, track the
outcomes of targeted enforcement campaigns, and generate customized reports for public meetings, Caltrans
programs, or state and federal grant applications. Whether evaluating the impact of a DUI study or planning
corridor improvements, staff can now access meaningful insights in minutes instead of months. By linking
enforcement data with infrastructure data in one integrated system, San Joaquin County is creating a more
proactive and coordinated traffic safety framework. CRASH gives agencies the ability to act quickly, focus
resources where they’re most needed, and design interventions that reflect both the reality on the ground and
the long-term goals of safer, more connected communities.
Client
San Joaquin County
Project Location
Stockton, CA
Key Professional Services
Platform Implementation
and Configuration
Digital Transformation
Enterprise Data
Management and
Governance
31
City of Helena – Street Asset Inventory and Computerized
Maintenance Management
Scope of Entire Project: Citian supported the City of Helena in their
efforts to develop a holistic and comprehensive transportation network
asset management system software to fully understand pedestrian
accessibility and ADA compliance.
LiDAR was used to scan approximately 260 miles of City roads over three
weeks. Citian used automated tools to extract over 45,000 assets and
their related measurements. Sidewalks, curb ramps, curbs, gutters,
signage, road cross slopes, and road striping were all captured and
evaluated. After a thorough QA/QC process to ensure accuracy, this
robust asset inventory data was then used to populate ADAPT for easy,
intuitive maintenance and management.
Helena users leverage ADAPT to generate data-driven insights and invest
equitably across their pedestrian network, closing sidewalk gaps and
addressing compliance challenges in priority areas. Users can view all
relevant details for any asset scanned across their network, including ADA
compliance status and the cost to remediate any issues. Users can further monitor total network compliance,
conduct top-down analysis of assets for top corridors, and even generate automated remediation plans for any
selection of ROW assets across their network.
Nature of the Service Provider’s/Firm's responsibility in the
project: Citian was responsible for the asset inventory and
ADAPT deployment. Citian worked with Helena to develop a
prioritized list of ROW assets and launched a computerized
maintenance management system to comprehensively
operate Helena’s transportation network asset system.
The team extracted and documented tens of thousands of
unique assets in DC and efficiently categorized assets by
their ADA compliance within ADAPT. Further, they
automatically recommended necessary remedial actions,
estimated repair costs, and provided planning and
programming guidance for Helena’s pedestrian network
planning.
Figure 12: Helena Asset Condition Status
Client
City of Helena
Project Location
Helena, MT
Key Professional Services
Platform Implementation
and Configuration
CMMS Platform Delivery
ADA Asset Inventory
Enterprise Data
Management and
Governance
32
References
Reference 1
Client Name
City of Madison, Department of Transportation
Address 215 Martin Luther King Jr. Boulevard
Madison, WI 53703
Point of Contact Yang Tao, PhD, PE – Director of Traffic Engineering
Contact Information ytao@cityofmadison.com, (608) 266-4815
Reference 2
Client Name Southern California Association of Governments
Address 900 Wilshire Boulevard, Suite 1700
Los Angeles, CA 90017
Point of Contact Anita Au – Planning Supervisor (reassigned but still at SCAG)
Sarai Osorio – Project Manager (newly assigned)
Contact Information Anita Au - au@scag.ca.gov, (213) 236-1874
Sarai Osorio - osorios@scag.ca.gov
33
Reference 3
Client Name
San Joaquin County, Department of Public Works
Address 1810 E Hazelton Avenue
Stockton, CA 95205
Point of Contact Jeffrey Levers, T.E. – Senior Transportation Engineer
Contact Information jlevers@sjgov.org, (209)-953-7631
Reference 4
Client Name
City of Helena
Address 316 N Park Ave
Helena, MT 59623
Point of Contact David Knoepke - Transportation Systems Director
Contact Information dknoepke@helenamt.gov, (406) 457-8571
34
Proposed Schedule
The proposed timeline is organized into three phases that balance upfront planning with early execution, allowing
configuration, data collection, and user onboarding to progress in parallel where appropriate. This sequencing is
designed to accelerate validation, reduce downstream rework, and move the project from planning to practical
use as efficiently as possible. We are proposing a project timeline of 13-17 weeks, from kickoff to deployment.
An outline of our proposed schedule, along with overview of high-level implementation activities, is below:
Phase 1: Discovery, Data Extraction, and Onboarding [4-6 weeks]
• Project Initiation and Planning: Project kickoff, detailed requirements confirmation, cross-department
alignment on strategy, data validation, implementation planning, configuration decisions.
• Base Data Exchange and Import: Secure transfer and ingestion of historical and current crash, roadway,
and related safety datasets from City and partner systems (e.g., police RMS, state repositories, GIS). Data
are standardized and refined to establish a structured, reproducible analytical baseline within CRASH prior
to configuration and testing.
Phase 2: Configuration and Testing [8-10 weeks]
• System Configuration, Integrations, Continued Data Refinement, and Testing: CRASH platform
configuration, GIS synchronization, integrations setup, and iterative testing. Initial onboarding occurs to
familiarize users as well as gather feedback. The wider variance in allotted project weeks reflects
differences in data ingestion, refinement, and integration complexity, as source systems, data volumes,
and integration methods directly influence the overall implementation timeline.
Phase 3: Launch and Training [1 week of readiness activities]
• Readiness and Deployment: Go-live planning to validate configuration, data quality, integrations,
workflows. May overlap with training.
• **User Onboarding and Training: This phase includes live in-person training sessions, office hours, and
targeted ad hoc training as needed.
**Not included in the 13–17-week implementation timeline.
35
Price Proposal
The total proposed cost for implementation and three (3) years of Safety Data Platform demonstration is
$144,000, structured as $48,000 per year over the three-year contract term. For administrative simplicity and
grant alignment, Citian proposes invoicing the full $144,000 at contract execution.
Year 1 $48,000
Year 2 $48,000
Year 3 $48,000
Table 3: Cost Breakdown
This pricing reflects a comprehensive, enterprise-level SaaS deployment and includes:
• Full platform implementation and configuration, including onboarding, data ingestion setup, system
configuration, and coordination with the City and the Comprehensive Safety Action Plan consultant.
• Unlimited fusion of datasets, allowing the City to integrate crash records, intersection safety equipment
outputs, roadway network data, and demographic layers without volume-based pricing constraints.
• Unlimited user access, ensuring that engineering, planning, leadership, and partner stakeholders may
access the system without per-seat licensing fees.
• Ongoing hosting and infrastructure costs, with the platform securely hosted on AWS. No additional cloud
storage or data volume fees will be charged during the demonstration period.
• Maintenance, upgrades, and technical support throughout the three-year term, including feature
enhancements and platform updates at no additional cost.
This fixed-fee structure provides the City with cost certainty over the entire demonstration period and aligns
directly with the SS4A grant allocation identified in the RFP. By eliminating variable licensing, storage, and data
volume charges, the City can fully leverage the platform for Safety Action Plan development, High Injury Network
analysis, countermeasure evaluation, and ongoing FHWA reporting without risk of incremental cost escalation.
36
Attachment A: Signed Affirmation of Nondiscrimination
Attachment A: Signed Affirmation of
Nondiscrimination
Attachment A
NONDISCRIMINATION AND EQUAL PAY AFFIRMATION
____________________________________(name of entity submitting) hereby affirms it will
not discriminate on the basis of race, color, religion, creed, sex, age, marital status, national
origin, or because of actual or perceived sexual orientation, gender identity or disability and
acknowledges and understands the eventual contract will contain a provision prohibiting
discrimination as described above and this prohibition on discrimination shall apply to the
hiring and treatments or proposer’s employees and to all subcontracts.
In addition, ____________________________________(name of entity submitting) hereby
affirms it will abide by the Equal Pay Act of 1963 and Section 39-3-104, MCA (the Montana
Equal Pay Act), and has visited the State of Montana Equal Pay for Equal Work “best practices”
website, https://equalpay.mt.gov/BestPractices/Employers, or equivalent “best practices
publication and has read the material.
______________________________________
Name and title of person authorized to sign on behalf of submitter
Citian, Inc.
Citian, Inc.
Steven Houh, Chief Executive Officer
37
Attachment B: Proposed Changes to SaaS Agreement
Attachment B: Proposed Changes
to SaaS Agreement
38
Proposed Changes to the Software as a Service Agreement
Below is a list of the edits Citian has made to Attachment B – Software as a Service Agreement. Per the RFP, we
have proposed no exceptions to section 9.
Overview of changes:
- Under (1) Definitions, added terms (j) through (o).
- Section 10, Audit Right, was revised.
- Section 14, Transition Assistance, was revised.
- Section 18, Intellectual Property Ownership; Feedback, was revised, with newly added subsections at (d)
and (e).
- Section 22, Data Incidents, was revised.
- Exhibits A, B, and C are newly added. Exhibits A and C are in the revised Agreement itself. Exhibit B is
Appendix A of this proposal package.
See below for our proposed copy of Attachment B.
Software as a Service Agreement
This Software as a Service Agreement (“Agreement”), is made and entered into this _____
day of ____________, 202__ (“Effective Date”), by and between the City of Bozeman, Montana,
a self-governing municipal corporation organized and existing under its Charter and the laws of
the State of Montana, 121 North Rouse Street, Bozeman, Montana, with a mailing address of PO
Box 1230, Bozeman, MT 59771, hereinafter referred to as “City,” and, Citian Inc., a Delaware
Corporation_______________, with a mailing address of 99 M St SE, Suite 755, Washington, DC
20003__________________, hereinafter referred to as “Provider.” The City and Provider may be
referred to individually as “Party” and collectively as “Parties.”
In consideration of the mutual covenants and agreements herein contained, the receipt and
sufficiency whereof being hereby acknowledged, the Parties hereto agree as follows:
1. Definitions.
a. “Aggregated Statistics” means data and information related to the City's use
of the Services that is used by Provider in an aggregate and anonymized manner, including
to compile statistical and performance information related to the provision and operation
of the Services.
b. “Authorized User” means the City's employees, consultants, contractors,
and agents (i) who are authorized by the City to access and use the Services under the rights
granted to the City pursuant to this Agreement and (ii) for whom access to the Services has
been purchased hereunder.
c. “Confidential Information” means, subject to Montana’s Open Records
Law, all written or oral information, disclosed by either Party to the other, related to the
operations of either Party or a third party that has been identified as confidential or that by
the nature of the information or the circumstances surrounding disclosure ought reasonably
to be treated as confidential. With respect to the City, Confidential Information must also
include any and all information transmitted to or stored by Provider in connection with
performance of its obligations under this Agreement, including, but not limited to,
personally identifiable information (“PII”) of residents, employees or people included
within the City’s data, including name, address, phone number, e-mail address, date of
birth, social security number, patient records, credit card information, driver’s license
number, account numbers, PINs and/or passwords, any other information that could
reasonably identify a person, and products, confidential intellectual property, trade secrets,
third-party confidential information, and other sensitive or proprietary information,
whether orally or in written, electronic, or other form or media/in written or electronic form
or media, and whether or not marked, designated, or otherwise identified as “confidential.”
Confidential Information does not include information that, at the time of disclosure is: (a)
in the public domain; (b) known to the receiving Party at the time of disclosure; (c)
rightfully obtained by the receiving Party on a non-confidential basis from a third party; or
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(d) independently developed by the receiving Party without reference to or use of the
disclosing Party’s Confidential Information.
d. “City's Data” means, other than Aggregated Statistics, information, data,
and other content, in any form or medium, that is submitted, posted, or otherwise
transmitted by or on behalf of the City or an Authorized User through the Services,
including, without limitation, the City's meter data and other energy data related to the
City's facilities located in the State of Montana. This information, data, and content may
also include that which is considered Confidential Information.
e. “Data Incident” means a breach of the City or the Provider’s security
leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure
of, or access to the City’s Data through the Services licensed to the City by the Provider.
f. “Documentation” means Provider’s user manuals, handbooks, and guides
relating to the Services provided by Provider to the City either electronically or in hard
copy form/end user documentation relating to the Services.
g. “Intellectual Property Rights” or “IP Rights” means any and all rights that
may exist under patent law, copyright law, publicity rights law, moral rights law, trade
secret law, trademark law, unfair competition law or other similar protections, whether or
not such rights are registered or perfected.
h. “Provider IP” means the Services, the Documentation, and any and all
intellectual property provided to the City or any Authorized User in connection with the
foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any
information, data, or other content derived from Provider’s monitoring of the City's access
to or use of the Services, but does not include the City's Data.
i. “Services” means the on premise software-as-a-service license described in
the Scope of Services. See attached Exhibit A.
j. “Order Form” means a mutually executed document between the City and
the Provider that identifies the Offering to be provided, the applicable fees, the Subscription
Term, and any other applicable usage limitations. See attached Exhibit B.
k. “Professional Services” means implementation, configuration, training,
optimization, or other technical services provided by Provider to City as described in a
mutually executed Scope of Services.
l. “Service Level Agreement” means Providers’s policies, procedures and
practices regarding system performance, monitoring and technical support in Exhibit C.
Provider reserves the right to change such policies, procedures and practices as required in
Providers’s reasonable judgment, provided that such changes may never degrade in any
material respect the standard of service or protections. See attached Exhibit C
m. “Deliverable” means all custom-developed documents, designs, and other
materials that are authored or prepared by the Provider for the City pursuant to the Scope
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of Services and that are specifically identified on such Scope of Services as a
“Deliverable”. The term “Deliverable” does not include the Offering (including all
modifications, improvements and enhancements to the Offering), the Offering
documentation, Provider’s proprietary education and training content, and all pre-existing
materials related to Provider’s Professional Services processes, know-how and
methodologies.
n. “Offering” means any of Provider’s commercially available software as a
service (SaaS) application that are ordered by City via one or more Order Form(s).
o. “Subscription Term” means the period during which the City is authorized
to access and use the Offering, as set forth in the applicable Order Form or Scope of
Services.
2. Purpose. City agrees to enter into this Agreement with Provider to perform for
the City the Services described in the Scope of Services, incorporated into this Agreement and
attached as Exhibit A.
3. Term and Termination.
a. Term. The initial term of this Agreement begins on the Effective Date and,
unless terminated earlier pursuant to this Agreement’s express provisions, will
continue in effect for _______ months from such date (the “Initial Term”). This
Agreement will automatically renew for additional successive one (1) year
terms unless earlier terminated pursuant to this Agreement’s express provisions.
The Parties may extend this Agreement for three (3) additional one (1) year
terms.
b. Notice of Non-Renewal. A Party to this Agreement gives the other Party written
notice of non-renewal at least thirty (30) days prior to the expiration of the then-
current term (each a “Renewal Term” and together with the Initial Term, the
“Term”).
c. Termination.
i. Provider may terminate this Agreement, effective on written notice to the
City if the City: 1) fails to pay any amount when due hereunder, and such
failure continues more than sixty (60) days after Provider’s delivery of
written notice thereof; or 2) breaches any of its obligations under
Paragraph 6 of this Agreement
ii. Any Party to this Agreement may terminate their obligations under this
Agreement, effective on written notice to the other Parties, if another
Party materially breaches this Agreement, and such breach: 1) is incapable
of cure; or 2) being capable of cure, remains uncured sixty (60) days after
the non-breaching Party provides the breaching Party with written notice
of such breach; or
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iii. Any Party to this Agreement may terminate this Agreement, effective
immediately upon written notice to the other Parties, if the other Party: 1)
becomes insolvent or is generally unable to pay or fails to pay its debts as
they become due; 2) files or has filed against it a petition for voluntary or
involuntary bankruptcy or otherwise becomes subject, voluntarily or
involuntarily, to any proceeding under any domestic or foreign
bankruptcy or insolvency law; 3) makes or seeks to make a general
assignment for the benefit of its creditors; or 4) applies for or has
appointed a receiver, trustee, custodian, or similar agent appointed by
order of any court of competent jurisdiction to take charge of or sell any
material portion of its property or business.
d. Expiration. Provider must notify the City 90 days in advance of this
Agreement’s expiration date.
e. Effect of Expiration or Termination. No expiration or termination will affect
the City's obligation to pay all Fees that may have become due before such
expiration or termination or entitle the City to any refund.
4. Scope of Services. Provider must perform the work and provide the services in
accordance with the requirements of the Scope of Services. For conflicts between this
Agreement and the Scope of Services, unless specifically provided otherwise, this
Agreement governs. Provider agrees to be bound by its responses to the City’s Cloud
Questionnaires, incorporated into and attached to this Agreement as Exhibit B and made
part of this Agreement. Such responses constitute material consideration for the City to
enter into this Agreement and the responses are material representations regarding the
Provider’s performance.
5. Access and Use.
a. Provision of Access to Services. Subject to and conditioned on the City's
payment of fees and compliance with the terms and conditions of this Agreement, Provider
grants the City a non-exclusive, non-transferable license to the Services during the Term.
This license to the Services is solely for use by the City and its Authorized Users and must
be accessed and used in accordance with the terms and conditions set forth in this
Agreement. Unless otherwise agreed upon and detailed in the Scope of Services, such
access and use is limited to the City's internal use. If applicable, Provider must provide to
the City the necessary passwords and network links or connections to allow the City to
access the Services.
b. Documentation License. Subject to the terms and conditions contained in
this Agreement, Provider grants to the City a non-exclusive, non-sublicensable, non-
transferable license to use the Documentation during the Term solely for the City's internal
business purposes in connection with its use of the Services.
c. Designated Authorized Users. The City may designate the number of
Authorized Users permitted to access the Services.
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d. Reservation of Rights. Provider reserves all rights not expressly granted to
the City in this Agreement. Except for the limited rights and licenses expressly granted
under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel,
or otherwise, to the City or any third party any intellectual property rights or other right,
title, or interest in or to the Provider IP.
e. Suspension. Notwithstanding anything to the contrary in this Agreement,
Provider may temporarily suspend the City's and any Authorized User’s access to any
portion or all of the Services if:
i. Provider reasonably determines 1) there is a threat or attack on any of the
Provider IP; 2) the City's or any Authorized User’s use of the Provider IP
disrupts or poses a security risk to the Provider IP or to any other Customer
or vendor of Provider; 3) the City, or any Authorized User, are using the
Provider IP for fraudulent or illegal activities; or 4) Provider’s provision of
the Services to the City or any Authorized User is prohibited by applicable
law;
ii. any vendor of Provider has suspended or terminated Provider’s access to or
use of any third-party services or products required to enable the City to
access the Services; or
iii. in accordance with Section 5(a)(iii) (any such suspension described in sub-
section (i), (ii), or (iii), a “Service Suspension”).
Provider must use commercially reasonable efforts to provide written notice within five (5)
business days prior to any planned Service Suspension to the City and provide updates
regarding resumption of Services following any Service Suspension. Provider must use
commercially reasonable efforts to resume providing access to the Services as soon as
reasonably possible after the event giving rise to the Service Suspension is cured. Provider
may be subject to liability for any damage, liabilities, losses (including any loss of data or
profits), or any other consequences that the City or any Authorized User may incur as a
result of a Service Suspension.
f. Aggregated Statistics. Notwithstanding anything to the contrary in this
Agreement, Provider may monitor the City's use of the Services, and collect and compile
Aggregated Statistics. As between Provider and the City, all right, title, and interest in
Aggregated Statistics, and all intellectual property rights therein, belong to and are retained
solely by Provider. The City acknowledges that Provider may compile Aggregated
Statistics based on the City's Data input into the Services. The City agrees that Provider
may: 1) make Aggregated Statistics publicly available in compliance with applicable law,
and 2) use Aggregated Statistics to the extent and in the manner permitted under applicable
law; provided that such Aggregated Statistics do not identify the City or the City's
Confidential Information.
6. The City's Responsibilities.
a. The City is responsible for all uses of the Services and Documentation
resulting from access provided by the City, directly or indirectly. The City must use
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reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as
applicable to such Authorized User’s use of the Services, and must cause Authorized Users
to comply with such provisions.
b. Unless otherwise agreed, the City is responsible for creating and modifying
its data into the Services, and keeping the City’s data into the Services current and accurate.
c. The City must reasonably cooperate with Provider’s performance of
Professional Services. The City recognizes and agrees that performance of Professional
Services is contingent upon the City’s cooperation and as set forth in Paragraph 7.
d. The City may test the Provider’s Services in a live production environment
to ensure that it conforms to the specifications set forth in this Agreement and all Exhibits.
Upon acceptance, the City must pay the Provider in accordance with the Scope of Services.
See attached Exhibit A. If the City determines that the Services do not meet the
specifications set forth in this Agreement and all Exhibits, upon 60 days of receiving
written notice of such deficiencies, the City may terminate this Agreement if the Provider
does not cure the deficiencies. Provider must refund the City all sums already paid within
five (5) business days. Such termination and refund does not bar the City from pursuing
other remedies available under the Agreement or law.
7. Provider’s Obligations. To induce the City to enter into this Agreement, Provider
makes the following representations:
a. Provider has familiarized itself with the nature and extent of this
Agreement, all exhibits including but not limited to the Scope of Services, and with
all local conditions and federal, state and local laws, ordinances, rules, and
regulations that in any manner may affect cost, progress or performance of the
Scope of Services.
b. Provider represents and warrants to the City that it has the experience and
ability to perform the services required by this Agreement; that it will perform the
services in a professional, competent and timely manner and with diligence and
skill; that it has the power to enter into and perform this Agreement and grant the
rights granted in it; and that its performance of this Agreement must not infringe
upon or violate the rights of any third party, whether rights of copyright, trademark,
privacy, publicity, libel, slander or any other rights of any nature whatsoever, or
violate any federal, state and municipal laws. The City will not determine or
exercise control as to general procedures or formats necessary to have these
services meet this warranty.
c. Provider must ensure the Services delivered under this Agreement are
adequately secure, and must provide a secure environment for all of the City’s
Confidential Information, which may include, but is not limited to any hardware
and software (including servers, network and data components) to be provided or
used by the Provider as part of its performance under this Agreement. Provider
represents that the security measures it takes in performance of its obligations under
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this Agreement are, and at all times will remain in compliance with all applicable
laws and regulations governing Provider’s access to, use of, and handling of the
City’s Data.
d. If Provider creates a new version of the Services, it must make the new
version available to the City at no additional cost. Provider must also provide the
City with any additional features or functionalities of the Services that it may
develop at no additional cost to the City.
8. Security. Provider must provide a secure environment for all of the City’s
Confidential Information and any hardware and Software (including servers, network and data
components) to be provided or used by Provider as part of its performance under this Agreement.
Provider represents that the security measures it takes in performance of its obligations under this
Agreement are, and will at all times remain in agreement with the industry’s minimum standards.
Provider’s failure to comply with the industry’s minimum standards in fulfilling its obligations
under this Agreement constitutes a breach of this Agreement. Additionally, Provider must
contractually require any subcontractors or agents with access to the City’s Confidential
Information to adhere to such Security Best Practices.
9. Indemnity/Waiver of Claims/Insurance. For other than professional services
rendered, to the fullest extent permitted by law, Provider agrees to release, defend, indemnify,
and hold harmless the City, its agents, representatives, employees, and officers (collectively
referred to for purposes of this Section as the City) from and against any and all claims,
demands, actions, fees and costs (including attorney’s fees and the costs and fees of expert
witness and consultants), losses, expenses, liabilities (including liability where activity is
inherently or intrinsically dangerous) or damages of whatever kind or nature connected therewith
and without limit and without regard to the cause or causes thereof or the negligence of any party
or parties that may be asserted against, recovered from or suffered by the City occasioned by,
growing or arising out of or resulting from or in any way related to: (i) the negligent, reckless, or
intentional misconduct of the Provider; or (ii) any negligent, reckless, or intentional misconduct
of any of the Provider’s agents.
For the professional services rendered, to the fullest extent permitted by law, Provider agrees to
indemnify and hold the City harmless against claims, demands, suits, damages, losses, and
expenses, including reasonable defense attorney fees, to the extent caused by the negligence or
intentional misconduct of the Provider or Provider’s agents or employees.
Such obligations must not be construed to negate, abridge, or reduce other rights or obligations
of indemnity that would otherwise exist. The indemnification obligations of this Section must not
be construed to negate, abridge, or reduce any common-law or statutory rights of the City as
indemnitee(s) which would otherwise exist as to such indemnitee(s).
Provider’s indemnity under this Section must be without regard to and without any right to
contribution from any insurance maintained by City.
Should the City be required to bring an action against the Provider to assert its right to defense or
indemnification under this Agreement or under the Provider’s applicable insurance policies
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required below, the City must be entitled to recover reasonable costs and attorney fees incurred
in asserting its right to indemnification or defense but only if a court of competent jurisdiction
determines the Provider was obligated to defend the claim(s) or was obligated to indemnify the
City for a claim(s) or any portion(s) thereof.
In the event of an action filed against the City resulting from the City’s performance under this
Agreement, the City may elect to represent itself and incur all costs and expenses of suit.
Provider also waives any and all claims and recourse against the City, including the right of
contribution for loss or damage to person or property arising from, growing out of, or in any way
connected with or incident to the performance of this Agreement except “responsibility for
[City’s] own fraud, for willful injury to the person or property of another, or for violation of law,
whether willful or negligent” as per 28-2-702, MCA.
These obligations must survive termination of this Agreement and the services performed
hereunder.
In addition to and independent from the above, Provider must at Provider’s expense secure
insurance coverage through an insurance company or companies duly licensed and authorized to
conduct insurance business in Montana which insures the liabilities and obligations specifically
assumed by the Provider in this Section. The insurance coverage must not contain any exclusion
for liabilities specifically assumed by the Provider in this Section.
The insurance must cover and apply to all claims, demands, suits, damages, losses, and expenses
that may be asserted or claimed against, recovered from, or suffered by the City without limit
and without regard to the cause therefore and which is acceptable to the City. Provider must
furnish to the City an accompanying certificate of insurance and accompanying endorsements in
amounts not less than as follows:
● Workers’ Compensation – statutory;
● Employers’ Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate;
● Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual
aggregate;
● Automobile Liability - $1,000,000 property damage/bodily injury per accident;
● Professional Liability - $1,000,000 per claim; $2,000,000 annual aggregate; and
● Cyber Liability - $1,500,000 per occurrence; $3,000,000 annual aggregate.
The above amounts must be exclusive of defense costs. The City must be endorsed as an
additional insured on a primary non-contributory basis on the Commercial General, Employer’s
Liability, Automobile Liability, and Cyber Liability policies. The insurance and required
endorsements must be in a form suitable to City and must include no less than a thirty (30) day
notice of cancellation or non-renewal. Provider must notify City within two (2) business days of
Provider’s receipt of notice that any required insurance coverage will be terminated or Provider’s
decision to terminate any required insurance coverage for any reason.
The City must approve all insurance coverage and endorsements prior to the Provider
commencing work.
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10. Audit Right. Provider will make available, upon written request, a copy of its
most recent SOC 2 Type II report or equivalent third-party security assessment, if such a report
is available. If no such report exists, Provider will respond in good faith to the City’s reasonable
written security inquiries, subject to mutual confidentiality obligations.
If requested by the City, Provider will permit one (1) annual security review of its information
security policies and procedures, subject to at least thirty (30) days’ advance written notice and
mutual agreement on the scope, method, and timing of the review. Such review shall not include
vulnerability scans, penetration testing, or access to production environments unless separately
agreed to in writing by the Provider.
Provider or its nominee (including its accountants and auditors) may, on reasonable request,
inspect and audit the City's use of the Services under this Agreement at any time during the Term.
The City must make available all books, records, equipment, information, and personnel, and
provide all such cooperation and assistance, as may reasonably be requested by or on behalf of
Provider with respect to such audit.
11. General Use Restrictions. Copies of the Services created or transferred pursuant
to this Agreement are licensed and may only be used as set forth in this Agreement. The City does
not receive any rights to the Services other than those specifically granted in this Agreement and
its incorporated exhibits. Other than what is expressly permitted by the terms of this Agreement,
the City and its authorized users must not directly or indirectly copy or reproduce all or any part
of the Services, whether electronically, mechanically or otherwise, in any form including, but not
limited to, the copying of presentation, style or organization, without Provider’s prior written
permission. However, notwithstanding this restriction, the City has the right to reproduce and
distribute any of the Services generated from the City’s Data. Without limiting the above
restriction and right, the City receives no right to and must not:
a. copy, modify, create derivative works from, distribute, publicly display, or
publicly perform the Application;
b. sublicense or otherwise transfer any of the rights granted to it in this
Agreement and the Scope of Services;
c. reverse engineer, decompile, disassemble, or otherwise attempt to derive
source code or other trade secrets from the Application;
d. remove any proprietary notices from the Services or Documentation; or
e. use the Services or Documentation in any manner or for any purpose that
infringes, misappropriates, or otherwise violates any intellectual property right or
other right of any person, or that violates any applicable law.
12. Independent Contractor Status/Labor Relations. The Parties agree that
Provider is an independent contractor for purposes of this Agreement and is not considered a
City employee for any purpose. Provider is not subject to the terms and provisions of the City’s
personnel policies handbook and may not be considered a City employee for workers’
compensation or any other purpose. Provider is not authorized to represent the City or otherwise
bind the City in any dealings between Provider and any third parties.
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13. Resources and Support. Provider must, throughout the Term, make
available such resources, including Provider personnel, as are reasonably required to:
a. train designated employee(s) of the City in the use of the Services;
b. support the obligations of the City provided in Paragraph 6;
c. develop modifications to the Services as agreed to by the Parties in any
exhibit attached to this Agreement; and
d. Provider must provide technical support to the City as described in Exhibit A,
Scope of Services, for the duration of this Agreement.
14. Transition Assistance. The Provider must provide transition assistance to the
City when requested in writing. Upon termination of this Agreement for any reason, including
but not limited to termination for cause, the Provider must assist the City in the orderly transition
to a new Provider. The City will retain a right to access and retrieve its data in a commonly used,
machine-readable format for a period of ninety (90) days. This Agreement does not grant the
City any ownership rights in or to the Provider’s software, source code, object code, or
proprietary application(s), and the City acknowledges that all such rights are and shall remain the
exclusive property of the Provider.
15. Limitation of Liability. The Provider's liability for contract damages is limited to
direct damages. The Provider must not be liable for special, incidental, consequential, punitive,
or indirect damages. Damages caused by injury to persons or tangible property, or arising from
any Provider indemnification under this Agreement, are not subject to a cap on the amount of
damages.
16. Fees and Payment. Fees. The City must pay Provider the fees and make all
payments as set forth in the Scope of Services, without offset or deduction. See attached Exhibit
A. Any alteration or deviation from the described Services that involves additional costs above
the Agreement amount will be performed by Provider only upon receiving a written request from
the City. Any alteration or deviation from the Services will become an additional charge over
and above the amount listed in the Scope of Services. The City must agree in writing before
Provider bills for any additional charges.
All Fees and other amounts payable by the City under this Agreement are exclusive of taxes and
similar assessments. The City is responsible for all sales, use, and excise taxes, and any other
similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental
or regulatory authority on any amounts payable by the City as set forth in this Agreement, other
than any taxes imposed on Provider’s income.
17. Confidential Information.
a. From time to time during the Term, a Party to this Agreement may disclose
or make available to the other Party Confidential Information, as defined in Section
1 of this Agreement, about its business affairs. The receiving Party must not
disclose the disclosing Party’s Confidential Information to any person or entity,
except to the receiving Party’s Authorized Users who have a need to know the
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Confidential Information for the receiving Party to exercise its rights or perform its
obligations established in this Agreement.
b. Notwithstanding the foregoing, each Party may disclose Confidential
Information to the limited extent required:
i. in order to comply with the order of a court or other governmental
body, or as otherwise necessary to comply with applicable law, provided that the
Party making the disclosure pursuant to the order must first have given written
notice to the other Party;
ii. to establish a Party’s rights under this Agreement, including to
make required court filings; or
iii. to any Authorized User who may need to access Confidential
Information in order to facilitate or execute the purpose of this Agreement.
c. Unless otherwise required by law, each Party must not disclose Confidential
Information to any other third party not otherwise identified in this agreement
without the other Party’s prior written consent. Each Party’s obligations of non-
disclosure with regard to Confidential Information are effective as of the Effective
Date, and survive this Agreement and do not terminate. However, with respect to
any Confidential Information that constitutes a trade secret (as determined under
applicable law), such obligations of non-disclosure will survive the termination or
expiration of this Agreement for as long as such Confidential Information remains
subject to trade secret protection under applicable law.
d. Each Party must protect Confidential Information with the same degree of
care it uses to protect its own Confidential Information with of similar nature and
importance, but with no less than reasonable care. Each Party agrees to promptly
notify the other Party if there is a misuse or misappropriation of Confidential
Information.
18. Intellectual Property Ownership; Feedback.
a. Provider IP. The City acknowledges that, as between the City and Provider,
Provider owns all right, title, and interest in and to the Offering, the Services, and
all Deliverables (excluding any embedded City Data), all Aggregated Statistics, and
all related intellectual property, including modifications, enhancements, or
derivative works, where or not suggested or requested by the City. No rights are
granted to the City hereunder other than as expressly set forth in this agreement.
b. The City's Data. Provider acknowledges that, as between Provider and the City, the
City owns all right, title, and interest, including all intellectual property rights, in
and to the City's Data. The City grants to Provider a non-exclusive, royalty-free,
worldwide license to reproduce, distribute, and otherwise use and display the City's
Data and perform all acts with respect to the City's Data as may be necessary for
Provider to provide the Services to the City. The City also grants to Provider a non-
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exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce,
distribute, modify, host, store, and otherwise use and display the City's Data
incorporated within the Aggregated Statistics and to improve the Offering in
aggregate, de-identified form. Any such use will not disclose personally identifiable
information or identify the City.
c. Feedback. If the City or any of its Authorized Users sends or transmits any
communications or materials to Provider by mail, email, telephone, or otherwise,
suggesting or recommending changes to the Provider IP, including without
limitation, new features or related functionality, or any comments, questions,
suggestions, or the like (“Feedback”), Provider may use the City’s Feedback
irrespective of any other obligation or limitation between the Parties governing such
Feedback. The City retains all right, title, and interest in the Feedback.
d. Aggregated Statistics. The Provider may create and use Aggregated Statistics
derived from City Data and system usage, provided that such data is anonymized
and does not identify the City or its users. Aggregated Statistics shall be owned
solely by the Provider and may be used to enhance, benchmark, and develop the
Offering
e. Deliverables. As between the City and the Provider, the Provider retains ownership
of all Deliverables developed in connection with this Agreement, subject to the
City’s right to use such Deliverables solely for its internal business purposes.
19. Data Location. Provider must not transfer the City’s Data outside of United States
or the Provider’s location as identified in the first paragraph of this Agreement unless it
receives the City’s prior written consent or unless the transfer is to the Provider’s data center
and such transfer is necessary for the execution of the Services.
20. Access to Data. The City may access and copy any of the City’s Data in Provider’s
possession at any time. Provider must reasonably facilitate such access and copying promptly
after Customer’s request. In this instance, Provider may charge its reasonable standard fees for
any such access and copying or for any fees related to the de-conversion of data.
21. Deletion of Data. Except as authorized by applicable law, Provider must not erase
the City’s Data or any copy without the City’s prior written consent.
22. Data Incidents. Provider must implement and maintain a program for managing
unauthorized disclosure of, access to, or use of the City’s Data. In case of a Data Incident,
Provider must notify the City, in writing or by phone, within 48-hours of the incident. Provider
must cooperate with the City and law enforcement agencies to investigate and resolve the Data
Incident, including but not limited to providing reasonable assistance to the City in notifying
injured third parties. In addition, if the Data Incident results from Provider’s breach of this
Agreement as a result of the Provider’s gross negligence or willful misconduct, Provider must
compensate the City for any reasonable, documenteds, and direct expenses incurred solely due
to such incident, up to a maximum of an amount equal to the total fees paid to the Provider
under this Agreement in the twelve (12) months preceding the incident. Provider will work in
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good faith with the City to determine whether credit monitoring or other remedies are
appropriate and required by law. Provider must give the City prompt access to such records
related to a Data Incident subject to applicable confidentiality obligations and security controls.
.
23. Functional Warranty. Provider warrants that the Application and Services,
including any modifications that are made by Provider or under Provider’s instructions do not
contain any material defects, and will conform in all material respects to the specifications,
functions, descriptions, standards and criteria set forth in the Agreement, its Exhibits, and the
Documentation, which are all incorporated herein by reference. Provider further warrants that all
post-Acceptance updates, alterations, or modifications to the Services will not materially diminish
the features or functionality of the Application and Services. Provider must promptly correct any
errors identified by the City in the Application and in any modification to the Application at no
cost to the City. If, Provider is unable to correct such errors within 30 days following notification
by the City, then Provider must at the City’s request accept return of the Application and return all
money paid for the Application and maintenance. The City may also pursue any other remedies
available to it under this Agreement or by law or equity.
24. Virus Warranty. Provider warrants that it has used commercially reasonable efforts
to ensure against introduction of any virus into the City’s systems. Provider must immediately
advise the City, in writing, upon reasonable suspicion or actual knowledge that the Services may
contain a Virus. If a Virus is found to have been introduced into the City’s systems by the Services
within 30 days after the Effective Date of this Agreement, Provider must repair or replace the
Services within ten (10) business days. If Provider cannot accomplish the foregoing within such
time, then the City must discontinue use of the Services, and Provider must refund all money paid
for the Services and maintenance as set forth in the Scope of Services. See Exhibit A. Provider
must use all reasonable commercial efforts, at no additional charge, to assist the City in reducing
the effects of the Virus and, if the Virus causes a loss of operational efficiency or loss of data, to
assist the City to the same extent to mitigate and restore such losses. In addition, Provider must
indemnify, defend and hold the City harmless from any claims, suits, damages, liabilities, losses,
and reasonable attorney fees resulting from any such Viruses. The limitation of liability described
in Paragraph 15 does not apply to this indemnification obligation.
25. Remedy for When Services are Subject of a Claim. If any Services furnished are
likely to or does become the subject of a claim of infringement of a third party’s IP Rights, then
the Provider may request the City accept an alternative Service and the City may agree to one of
the following alternative Services: 1) procure for the City the right to continue using the alleged
infringing Services; 2) modify the Service so that it becomes non-infringing; 3) or replace it with
one that is at least functionally equivalent. If the Provider is unable to any of the above three
remedies, or if the use of the Services by the City is prohibited by an injunction, temporary
restraining order, or other court order, the City must return the Services to the Provider within five
(5) days of receiving Provider’s request in writing. The Provider must then give the City a credit
equal to the amount paid to the Provider for the creation of the Services. The City is not precluded
from seeking other remedies available agreed upon in this Agreement or in equity or law for any
damages it may sustain due to its inability to continue using the Services. The Limitations of
Liability set forth in Paragraph 15 of this Agreement does not apply to Provider’s obligations under
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this Section and the City’s right to seek additional remedies arising from Provider’s ‘infringement
of a third party’s IP Rights.
26. Representatives and Notices.
a. City’s Representative. The City’s Representative for the purpose of this
Agreement must be _________________ or such other individual as City must
designate in writing. Whenever approval or authorization from or
communication or submission to City is required by this Agreement, such
communication or submission must be directed to the City’s Representative and
approvals or authorizations must be issued only by such Representative;
provided, however, that in exigent circumstances when City’s Representative is
not available, Provider may direct its communication or submission to other
designated City personnel or agents as designated by the City in writing and may
receive approvals or authorization from such persons.
b. Provider’s Representative. The Provider’s Representative for the purpose of this
Agreement must be _____________________ or such other individual as
Provider must designate in writing. Whenever direction to or communication
with Provider is required by this Agreement, such direction or communication
must be directed to Provider’s Representative; provided, however, that in exigent
circumstances when Provider’s Representative is not available, City may direct
its direction or communication to other designated Provider personnel or agents.
c. Notices. All notices required by this Agreement must be in writing and must be
provided to the Representatives named in this Section. Notices must be deemed
given when delivered, if delivered by courier to Party’s address shown above
during normal business hours of the recipient; or when sent, if sent by email or
fax (with a successful transmission report) to the email address or fax number
provided by the Party’s Representative; or on the fifth business day following
mailing, if mailed by ordinary mail to the address shown above, postage prepaid.
27. Miscellaneous.
a. Entire Agreement. This Agreement, together with any other documents
incorporated herein by reference and all related Exhibits, including the Cloud
Services Questions, constitutes the sole and entire agreement of the Parties with
respect to the subject matter of this Agreement and supersedes all prior and
contemporaneous understandings, agreements, and representations and warranties,
both written and oral, with respect to such subject matter. In the event of any
inconsistency between the statements made in the body of this Agreement, the
related Exhibits, and any other documents incorporated herein by reference, the
following order of precedence governs: 1) this Agreement, excluding its Exhibits;
2) the Exhibits to this Agreement as of the Effective Date; and 3) any other
documents incorporated herein by reference.
b. Permits. Provider must provide all notices, comply with all applicable laws,
ordinances, rules, and regulations, obtain all necessary permits, licenses, including
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a City of Bozeman business license, and inspections from applicable governmental
authorities, and pay all fees and charges in connection therewith.
c. Laws and Regulations. Provider must comply fully with all applicable state and
federal laws, regulations, and municipal ordinances including, but not limited to,
all workers’ compensation laws, all environmental laws including, but not limited
to, the generation and disposal of hazardous waste, the Occupational Safety and
Health Act (OSHA), the safety rules, codes, and provisions of the Montana Safety
Act in Title 50, Chapter 71, MCA, all applicable City, County, and State building
and electrical codes, the Americans with Disabilities Act, and all non-
discrimination, affirmative action, and utilization of minority and small business
statutes and regulations.
d. Nondiscrimination and Equal Pay. Provider agrees that all hiring by Provider of
persons performing this Agreement must be on the basis of merit and qualifications.
Provider will have a policy to provide equal employment opportunity in accordance
with all applicable state and federal anti-discrimination laws, regulations, and
contracts. Provider will not refuse employment to a person, bar a person from
employment, or discriminate against a person in compensation or in a term,
condition, or privilege of employment because of race, color, religion, creed,
political ideas, sex, age, marital status, national origin, actual or perceived sexual
orientation, gender identity, physical or mental disability, except when the
reasonable demands of the position require an age, physical or mental disability,
marital status or sex distinction. Provider must be subject to and comply with Title
VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and
all regulations promulgated thereunder.
Provider represents it is, and for the term of this Agreement will be, in compliance
with the requirements of the Equal Pay Act of 1963 and Section 39-3-104, MCA
(the Montana Equal Pay Act). Provider must report to the City any violations of the
Montana Equal Pay Act that Provider has been found guilty of within 60 days of
such finding for violations occurring during the term of this Agreement.
Provider must require these nondiscrimination terms of its subcontractors providing
services under this Agreement.
e. Force Majeure. In no event must a Party to this Agreement be liable to another
Party, or be deemed to have breached this Agreement, for any failure or delay in
performing its obligations under this Agreement, if and to the extent such failure or
delay is caused by any circumstances beyond one Party’s reasonable control,
including but not limited to acts of God, flood, fire, earthquake, explosion, war,
terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns
or other industrial disturbances, or passage of law or any action taken by a
governmental or public authority, including imposing an embargo.
f. Intoxicants; DOT Drug and Alcohol Regulations/Safety and Training. Provider
must not permit or suffer the introduction or use of any intoxicants, including
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alcohol or illegal drugs, by any employee or agent engaged in services to the City
under this Agreement while on City property or in the performance of any activities
under this Agreement. Provider acknowledges it is aware of and must comply with
its responsibilities and obligations under the U.S. Department of Transportation
(DOT) regulations governing anti-drug and alcohol misuse prevention plans and
related testing. The City must have the right to request proof of such compliance
and Provider must be obligated to furnish such proof.
The Provider must be responsible for instructing and training the Provider’s
employees and agents in proper and specified work methods and procedures. The
Provider must provide continuous inspection and supervision of the work
performed. The Provider is responsible for instructing its employees and agents in
safe work practices.
g. Modification and Assignability. This Agreement may not be enlarged, modified or
altered except by written agreement signed by both parties hereto. The Provider
may not subcontract or assign Provider’s rights, including the right to compensation
or duties arising hereunder, without the prior written consent of the City. Any
subcontractor or assignee will be bound by all of the terms and conditions of this
Agreement.
h. Reports/Accountability/Public Information. Provider agrees to develop and/or
provide documentation as requested by the City demonstrating Provider’s
compliance with the requirements of this Agreement. Provider must allow the City,
its auditors, and other persons authorized by the City to inspect and copy its books
and records for the purpose of verifying that the reimbursement of monies
distributed to Provider pursuant to this Agreement was used in compliance with
this Agreement and all applicable provisions of federal, state, and local law. The
Provider must not issue any statements, releases or information for public
dissemination without prior approval of the City.
i. Non-Waiver. A waiver by either Party of any default or breach by the other Party
of any terms or conditions of this Agreement does not limit the other Party’s right
to enforce such term or conditions or to pursue any available legal or equitable
rights in the event of any subsequent default or breach.
j. Attorney’s Fees and Costs. In the event it becomes necessary for either Party to
retain an attorney to enforce any of the terms or conditions of this Agreement or to
give any notice required herein, then the prevailing Party or the Party giving notice
must be entitled to reasonable attorney's fees and costs, including fees, salary, and
costs of in-house counsel including the City Attorney’s Office staff.
k. Taxes. Provider is obligated to pay all taxes of any kind or nature and make all
appropriate employee withholdings.
l. Dispute Resolution.
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i. Any claim, controversy, or dispute between the Parties, their agents, employees,
or representatives must be resolved first by negotiation between senior-level
personnel from each Party duly authorized to execute settlement agreements.
Upon mutual agreement of the Parties, the Parties may invite an independent,
disinterested mediator to assist in the negotiated settlement discussions.
ii. If the Parties are unable to resolve the dispute within thirty (30) days from the
date the dispute was first raised, then such dispute may only be resolved in a
court of competent jurisdiction in compliance with the Applicable Law
provisions of this Agreement.
m. Survival. Provider’s indemnification must survive the termination or expiration of
this Agreement for the maximum period allowed under applicable law.
n. Headings. The headings used in this Agreement are for convenience only and are
not be construed as a part of the Agreement or as a limitation on the scope of the
particular paragraphs to which they refer.
o. Severability. If any portion of this Agreement is held to be void or unenforceable,
the balance thereof must continue in effect.
p. Applicable Law. The Parties agree that this Agreement is governed in all respects
by the laws of the State of Montana.
q. Binding Effect. This Agreement is binding upon and inures to the benefit of the
heirs, legal representatives, successors, and assigns of the Parties.
r. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the
parties, does not constitute a third-party beneficiary agreement, and may not be
relied upon or enforced by a third party.
s. Integration. This Agreement and all Exhibits attached hereto constitute the entire
agreement of the Parties. Covenants or representations not contained herein or
made a part thereof by reference, are not binding upon the Parties. There are no
understandings between the Parties other than as set forth in this Agreement. All
communications, either verbal or written, made prior to the date of this Agreement
are hereby abrogated and withdrawn unless specifically made a part of this
Agreement by reference.
t. Counterparts. This Agreement may be executed in counterparts, which together
constitute one instrument.
u. Consent to Electronic Signatures. The Parties have consented to execute this
Agreement electronically in conformance with the Montana Uniform Electronic
Transactions Act, Title 30, Chapter 18, Part 1, MCA.
**** END OF AGREEMENT EXCEPT FOR SIGNATURES ****
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
Effective Date.
PROVIDER
City of Bozeman
By:_______________________________
Name: ____________________________
Title: _____________________________
By:_______________________________
Name: ____________________________
Title: _____________________________
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Exhibit A
Services
Provider will be deploying its CRASH™ (Crash Reduction through Analysis of Safety Hazards)
software for the City . CRASH™ leverages machine learning, natural language processing,
advanced data analytics, and decades of engineering know-how to help government clients meet
traffic safety goals. CRASH™ has been fine-tuned to understand raw traffic crash report data
and improve their quality and reliability using automated Artificial Intelligence/Machine
Learning (AI/ML) algorithms. CRASH™ uses this foundation of quality crash data to produce
instant analysis and data-driven decision support on safety programming at a network level as
well as specific study locations. CRASH™ will include:
• Real-Time Accurate Data: CRASH™ instantly audits and refines new crash reports with
up to 98% accuracy
• Complete Project Evaluation: Assess and share safety outcomes of new construction
projects with instant before-and-after studies
• Interactive Data Exploration: Pivot seamlessly between integrated search methods such
as query, mapping, and reporting
• User-Friendly Analysis and Summaries: Navigate live dashboards, AI-driven predictive
analytical tools, and one-click, auto-generated reporting
• Benchmarking and Goal Setting: Track key federal reporting measures and progress
toward local and state policy goals such as HSIP and SHSP
• Instant Audits and Alerts: Collaborate easily with up-to-date crash insights, temporal
analysis, and alerts for high-priority outcomes
• Data-Driven Decision Support: Guide programming recommendations using automatic
HSM countermeasures, CMF benefit/cost reports, collision diagrams, and more
• Full Environmental Data Immersion: Take a Complete Streets approach integrating
diverse data, like equity analysis, ADA compliance, or lighting photometrics to provide
context
• Crash Query Tool Kit: Investigate crash patterns or locations in your jurisdiction with
flexible queries considering all relevant safety and location data
• Real-time, Digital Twin Geomapping: Gain immediate line-of-sight into historical and
predictive crash patterns mapped directly onto the built environment
Provider’s CRASH™ (Crash Reduction through Analysis of Safety Hazards) software will serve
the City through the duration of this agreement adhering to Exhibit C and all features listed in
Exhibit A. All services rendered for the execution of this software and all additional aspects of
software delivery beyond the license agreement will be mutually agreed upon or as permitted by
the license agreement.
Scope Description:
Provider will work directly with ________________ to deliver its CRASH software. Provider
will work ________________ to schedule a Project Kickoff meeting, where Provider and
________________ will discuss the details of the project. Following the Project Kickoff
Meeting, there will be a data exchange process, where Provider will work with the
________________ to tap into all crash data necessary to build the CRASH platform, as well as
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include other datasets the City wants to incorporate into the software. Provider will provide a
comprehensive Base Data and Crash Data checklist, which the ________________ Project
Managers may review and advise on as desired. Provider has experience accessing crash data
through a variety of methods, including a secure established application programming interface
(API) into current crash databases. Provider will utilize at least five years of previous crash data
from the City to build the initial environment and train algorithms in data trends across the
_______________. Provider will also work to incorporate other dynamic datasets, such as data
on segments and intersections, Complete Streets context with locations of schools and transit
stops; demographic datasets such as census demographics, jurisdictional breakdowns of the City;
roadway conditions such as traffic enforcement cameras, and streetlights, to make the system
holistic and robust. Additional data outside of the base data checklist that is of interest to The
City may also be identified during this period. A Customizations and Localization Workshop
will be scheduled within the first1-2 months, where Provider and participating planners,
engineers, and GIS employees will meet to discuss desired customizations to the tool. Provider
will incorporate these ideas before the final development and delivery of the tool. A majority of
the coordination for this project may be handled via email, outside of the initial Project Kickoff
Meeting and the Customizations and Localization Workshop. Provider Account/Project
Managers are available for ad-hoc meetings with The City employees throughout the buildout
period and duration of the subcontract if desired. Provider and the City will set an agreed-upon
go-live date, targeting 2-3 months after Provider receives all of the necessary data to create the
tool. The week of the go-live date, Provider will provide two days of in-person onboarding and
training in the CRASH tool, if desired by the City. Training will consist of custom
demonstrations, individual assistance, workflow training, and workshops. Unlimited users from
the City will have access to the City CRASH environment. Onboarding may also be handled via
virtual meetings if preferred. The 12-month contract term will commence upon system launch for
the City. Following launch, Provider will provide ongoing support and continued account
support for the life of the pilot.
Targeted Schedule:
Full buildout of the CRASH tool to be complete 2-3 months after Provider receive all data
necessary (historical crash data, necessary base data layers).
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Exhibit B
Order Form (Attached Separately)
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Exhibit C
Service Level Agreement
1. Service Availability
1.1 Measure. The Offering will be available 99.5% of the time (24x7x365), except as
provided below. Offering availability will be calculated per calendar quarter, as follows:
total – nonexcluded - excluded > 99.5% total - excluded
Where:
• total means the total number of minutes for the quarter
• nonexcluded means downtime that is not excluded
• excluded means the following:
o Any planned downtime of which Provider gives 8 hours or more notice.
Provider will use commercially reasonable efforts to schedule all planned
downtime during non-peak usage times (i.e., the hours from 6:00 p.m.
Friday to Sunday midnight, U.S. Eastern Time).
o Any unavailability caused by circumstances beyond Provider's reasonable
control, including without limitation, a Force Majeure Event.
o Any unavailability as a result of (i) non-compliance by City with any
provision of this SLA; (ii) incompatibility of City’s equipment or software
with the Offering; (iii) actions or inactions of City or third parties; (iv)
City’s use of the Offering after Provider has advised City to modify its use
of the Offering, if City did not modify its use as advised; (v) acts or
omissions of City or City’s employees, agents, contractors, or vendors, or
anyone gaining access to the Offering by means of City’s passwords or
equipment; (vi) performance of City’s systems or the Internet; (vii) any
systemic Internet failures; or (viii) network unavailability or City’s
bandwidth limitations.
o For purposes of the availability calculation, “downtime” means a
measurement interval during which time the Offering is not responsive to
an automated request ("Monitoring Transaction") generated by Provider's
monitoring software. Measurement intervals for Monitoring Transactions
are no more than five (5) minutes on a 24X7 basis. Monitoring
Transactions used for the availability calculation include network and
application availability requests. The monitoring process does not cover
every feature of the Offering. With respect to such features, Provider will
investigate any suspected availability problem reported by City or which it
otherwise becomes aware of and take commercially reasonable efforts to
correct any such issues that can be verified by Provider.
o For any partial calendar quarter during which City subscribes to the
Offering, availability will be calculated based on the entire calendar
quarter, not just the portion for which City subscribed.
1.2 Remedies: Should Provider fail to meet 99.5% availability of the Offering for a
calendar quarter, City shall have the option of one (but not both) of the following. First,
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City may continue to use the Offering but receive credit for one full day of the Offering
subscription usage (as of the end of the quarter in which the failure occurred), for each
full or partial hour of Offering unavailability below 99.5%. Any such credit shall be
applied to City's next invoice (or refunded if there are no forthcoming invoices). Second,
if Provider fails to meet 98% availability of the Offering for a calendar quarter, City may
terminate its Agreement with Provider for cause and stop using the Offering, in which
case Provider will refund to City any prepaid fees for the remainder of the Term after the
date of termination. The remedies specified in this “Remedies” section shall be the sole
remedies available to City for breach of this SLA.
1.3 Reporting and Claims: To file a claim under this SLA, City must send an email to
info@Providersolutions.com with the following details:
• Billing information, including company name, billing address, billing contact and
billing contact phone number
• Downtime information with dates and time periods for each instance of downtime
during the relevant period
• An explanation of the claim made under the Agreement, including any relevant
calculations.
Claims may only be made on a calendar quarter basis within 30 days of the end of the
relevant quarter, except for periods at the end of the Agreement that do not coincide with
a calendar quarter, in which case City must make any claim after the end of its
Agreement. All claims will be verified against Provider's system records.
2. Return of City Data. Upon termination or expiration of the Agreement, Provider shall (i)
ensure that City has access to the City Data from the Offering for a period no more than thirty
(30) days for the production environment and the sandboxes. In no event may Provider preclude
City from retrieving the City Data after the expiration or termination of the Agreement.
3. Support Management. Provider will provide complete system support for Offering including
standard and City-specific configurations and customizations and all future releases of system
updates and new features. Coverage parameters specific to the services covered in this
Agreement are as follows:
• 24 hours per day, 7 days per week, 365 calendar days per year technical application
support (subject to the limitations set forth herein);
• Telephone support: 8:00 AM to 6:00 PM Eastern Time, Monday through Friday;
• Email support: 8:00 AM to 6:00 PM Eastern Time, Monday through Friday;
• Calls or emails received out of regular business hours will be forwarded to the mobile
telephone of the assigned Provider Client Support Lead;
• The Provider Service Desk will provide emergency support outside of regular business
hours for critical requests (for example, Offering software system experiences unplanned
downtime or is otherwise unavailable or a software feature is unavailable);
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• For non-critical requests received outside of regular business hours, the Provider Service
Desk will respond as soon as possible during regular business hours and take the
appropriate action(s) as described in this Agreement;
• See Provider Service Desk published policy for further information regarding support
request management, defect handling, recurring issues identification and escalation
procedures, outage resolution and disaster recovery;
• Any outages or planned downtimes in relation to the Provider Service Desk will be in
line with the service support and availability SLA as set out in this Agreement; and
• The Provider Service Desk shall provide access to the City’s service, tickets, and outage
data and details for report creation and data export.
4. Incident Response.
4.1. Upon discovery or reasonable belief of any data breach or security threat (“Data
Breach”) to the Offering software system’s integrity or City’s data, Provider will provide
notice, by telephone and email, to the City within 24 hours of said Data Breach or after
Provider reasonably believes there has been such a Data Breach.
4.2 To the extent known at the time of notification, Provider’s notice shall include:
the nature of the Data Breach;
o the data accessed, used or disclosed;
o the person(s) who accessed, used, disclosed or received data (if known);
o what Provider has done or will do to quarantine and mitigate the Data Breach; and
o what corrective action Provider has taken or will take to prevent future Data
Breaches.
4.3 Provider will provide daily updates, or more frequently if required by City, regarding
findings and actions performed by Provider until the Data Breach has been effectively
resolved to the City’s satisfaction. Provider shall quarantine the Data Breach, ensure
secure access to data, and repair the Offering as needed in accordance with this SLA.
Failure to do so may result in the City exercising its options for assessing damages or
other remedies under this Agreement.
4.4 Provider shall investigate the Data Breach and share the report of the investigation
with the City. The City or its authorized agents shall have the right to lead (if required by
law) or participate in the investigation. Provider shall cooperate fully with the Agency, its
agents and law enforcement.
4.5. Provider will respond to City’s requests for support services regarding Offering in
accordance with the procedures identified below. In each case, City may describe and
submit service request by telephone or email to the Provider Service Desk in accordance
with Section 3 of this SLA:
The Provider Service Desk escalates all Incident Requests to the Provider Support Team for
immediate resolution. The Provider Service Desk will acknowledge the Incident Request
within 15 minutes and immediately notify the Provider Support Team for Action.
5. Service Performance.
5.1 Response Time. Provider represents and warrants that 95 percent of all transactions
shall process at a mutually agreed upon time threshold. City retains the right to use a
third-party service to validate the performance of Provider’s response times.
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5.2 Concurrent Users. Provider represents and warrants that the performance service
levels set forth in this Agreement shall be valid up to an unlimited number of users using
the Offering at any given time.
5.3 Service Architecture. Provider shall provide City with detailed architectural
diagrams upon written request from the City. The architectural diagrams will include
without limitation: servers, hardware, software solution (operating system, application
servers, databases, identity repository) and network architecture (dataflow diagram,
firewalls, proxies, IDS/IPS). Provider shall allow City reasonable access to review such
architecture.
6. Service Maintenance.
6.1 Given the software-as-a-service (SaaS) model of Offering, Provider will provide City
with the latest and generally available supported version of Offering, including all
maintenance patches, software upgrades and new features, at no additional cost for the
lifetime of the Order Form or SOW.
6.2 Provider will schedule and perform standard maintenance services including planned
critical security and maintenance patch releases during non-peak hours outside of regular
business hours (for example, midnight (12am) Eastern Time) or during weekends
(“Standard Maintenance Window”). Provider will coordinate with City to develop a
mutually agreed standard maintenance schedule.
6.3 The Provider Service Desk welcomes feature requests from clients. City or its
employees, contractors or agents who are Authorized Users of Offering may provide
Provider with such requests by email. Provider will consider all feature requests for
utility, functionality and feasibility.
6.4 Provider will document all critical security patches, maintenance patches and release
management standards, provide standard and emergency maintenance services and apply
all critical security and maintenance patches to Offering. Provider will provide written
guidance by email to City describing any significant updates to Offering. Updated system
documentation will be provided to City via the Offering in-application help
documentation and by email.
6.5 Provider shall provide 48 hours advance notice to City of any scheduled maintenance
downtime that will occur outside of the Standard Maintenance Window outlined above.
In case of emergency, Provider shall use its best efforts to notify City by telephone and
email of any planned downtime as soon as practicable.
7. Data Management.
7.1 Provider will provide robust data management services to transmit, retain, store,
delete and otherwise handle City’s data.
7.2 Data Processing and Hosting. Provider will ensure production data is not used
outside of the production environment. Provider will notify City at least 90 days prior to
any relocation of City’s data to a different hosting facility. City reserves the right to
terminate the Agreement without penalty if City objects to the new hosting facility. All
City data will be kept for the mutually agreed upon number of years or as otherwise
required by applicable laws, rules and regulations.
7.3 Data Storage and Disposal. Provider shall retain all City data until City deletes or
requests deletion of City’s data or for a minimum number of years as mutually agreed or
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such other time period required by applicable laws, rules and regulations or as otherwise
mutually agreed to by the parties in this Agreement. Provider shall store City data in a
non-proprietary format as mutually agreed upon between Provider and City. At City’s
election, Provider will either securely destroy or transmit to City’s repository any backup
copies of City’s data.
7.4 Data Backup. Provider shall provide geographically disparate storage on a daily
basis of all backup discs, data or materials of any type whatsoever produced in whole or
in part in connection with or relating to the performance by Provider of its obligations
under this Agreement (including without limitation any discs, tapes, other storage media,
work papers and partial drafts of documentation code). Provider shall use appropriate and
reliable storage media. Provider shall regularly backup City’s data and retain such backup
copies for a minimum time period as mutually agreed or otherwise required by applicable
laws, rules or regulations.
7.5 Discovery (Legal Proceedings). If Provider receives a request that may be
reasonably interpreted as requiring access to City’s data or City’s use of the Offering,
Provider shall provide notice by telephone and email to City, unless prohibited by law
from providing such notice. Provider shall provide such notice within 48 hours of
receiving the request. Provider shall not respond to subpoenas, service of process, Public
Records Act requests or other legal requests directed at Provider regarding this
Agreement without first notifying City, unless prohibited by law from providing such
notification. Where Provider is allowed to provide such notification, Provider shall
provide its intended responses to City with adequate time for City to review, revise and,
if necessary, seek a protective order in a court of competent jurisdiction. Provider shall
not respond to legal requests directed at City unless authorized in writing to do so by
City.
8. Information Security.
8.1 Provider will employ the latest and industry-leading cybersecurity and data security
practices and policies as set out in this section.
8.2 Data Security. Provider assumes responsibility for the security and confidentiality of
the City data under its control. Provider shall (i) certify the sufficiency of its security
standards, tools, technologies and procedures in providing Offering under this
Agreement; (ii) undergo an annual Standards for Attestation Engagements (SSAE)
Service Organization Control (SOC) 2 Type II audit or equivalent such as ISO 27001 for
Provider’s Control Environment. Provider shall provide City with results of such audit
and Provider’s plan to correct any negative findings within seven (7) calendar days upon
Provider’s receipt of such audit results; and (iii) provide City with detailed description of
the audited Control Environment. If City determines the Control Environment is not
satisfactory, City may request that Provider correct any deficiencies.
8.3 Provider shall implement and at all times during this Agreement maintain all
appropriate administrative, physical, technical and procedural safeguards in accordance
with this section to secure the City’s data from any Data Breach, protect the data and
Offering from any hacks or known or reasonably known security threats, including the
introduction of viruses, disabling devices, malware or other forms of malicious or
inadvertent acts that can disrupt City’s access to its data.
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8.4 Provider shall allow City reasonable access to Offering’s security logs, latency
statistics and other related security data that affect this Agreement and City’s data.
8.5 Provider shall not copy, modify, destroy or delete any City’s data other than for
normal operations or maintenance of Offering during the Term without prior written
notice and written approval of City.
8.6 Data Encryption/Handling PII. Information designated as sensitive including
personally identifiable information (PII) shall be encrypted end-to-end while it is transit
and at rest. Provider shall encrypt data using the most current Federal Information
Processing Standard (FIPS) 140-2 validated cryptographic modules and the current
Advanced Encryption Standard algorithm with respect to data that is at rest or in motion.
8.7 Confidentiality. Provider and City shall handle Confidential Information in
accordance with the terms of this Agreement.
9. Service Reliability.
9.1 Provider will take all necessary steps to ensure business continuity in the event of
disaster or catastrophic failure as set out in this section.
9.2 Provider shall use appropriate and reliable storage media for Data Backup.
9.3 Provider commits to an RPO of four (4) hours and RTO of twelve (12) hours or as
otherwise mutually agreed between Provider and City. In other words, when unscheduled
downtime occurs, Provider will resume service with data matching what the Offering
software system contained at some point within the four (4) hours preceding the
unscheduled downtime. Additionally, the Offering system cannot be down for longer
than twelve (12) hours during unscheduled downtime.
9.4 In the event of disaster or catastrophic failure that results in significant data loss or
extended loss of access to data (“Data Loss”), Provider shall notify City with by
telephone and email within 24 hours of such Data Loss or after Provider reasonably
believes there has been such disaster or catastrophic failure. In the notification, Provider
shall inform City of:
• the scale and quantity of the Data Loss;
• what Provider has done or will do to recover the data and mitigate any deleterious
effect of the Data Loss; and
• what corrective action Provider has taken or will take to prevent any future Data
Loss.
Provider shall restore continuity of the Offering, restore data in accordance with the RPO
and RTO set forth in this SLA, restore accessibility of data and repair the Offering as
needed to meet the performance requirements under this SLA. Failure to do so may result
in City exercising its option for assessing damages or other remedies under this
Agreement. Provider shall investigate such disaster or catastrophic failure and share the
report of the investigation with City. City or its authorized agents shall have the right to
lead (if required by law) or participate in the investigation. Provider shall cooperate fully
with City, its agents and law enforcement.
10. Audits and Compliance.
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10.1 Provider will undertake annual audits, whether internally or by independent third-
party auditor, to ensure that Offering complies with all relevant security control
standards, regulations and expectations of City. Provider may also request an annual audit
of City’s use of the Offering to ensure compliance with City’s responsibilities under this
Agreement.
10.2 If Provider performs an internal security controls assessment, such audit shall be
based on the current standards as mutually agreed or required by law, rules or regulations.
Provider shall provide attestation of compliance along with the results of such assessment
documented in a Security Assessment Report (SAR) to City. If Provider retained an
independent third-party auditor, such audit will provide Statement on Standards for
Attestation Engagements (SSAE-18) certifications. Provider shall provide City with
System Operation Controls report (SOC 2) once per year and any applicable or
Bridge/Gap letter.
10.3 If City requests in writing to conduct an audit of Offering, Provider agrees that City
or its designated representative shall have access to all relevant operational
documentation, reports and databases, including online inspections, that relate to
Offering. The online inspection shall allow City, its authorized agents or a mutually
agreed third party to test that controls are in place and working as intended. Tests may
include without limitation: operating system and network vulnerability scans, web
application vulnerability scans, database application vulnerability scans and any other
scans to be performed by City or on behalf of City.
10.4 After any significant Data Loss or Data Breach or as a result of any disaster or
catastrophic failure, Provider will at its expense have an independent, industry-
recognized and City-approved third party perform an information security audit. Provider
shall share the audit results with City within seven (7) calendar days of Provider’s receipt
of such results. Upon Provider’s receipt of such audit results, Provider will provide City
with written evidence of planned remediation within 30 days and promptly modify its
security measures to meet its obligations under this Agreement.
10.5 Provider may, upon 60 calendar days’ notice to City but not more frequently than
once per year, either:
• request a signed certification by an officer of City verifying that Offering is being
used in accordance with the terms of this Agreement; or
• audit City’s use of Offering to ensure compliance with the terms and conditions of
this Agreement.
Any such audit will be conducted at Provider’s expense during regular business hours at
City’s offices and shall not unreasonably interfere with City’s business activities.
Provider shall provide documentation to City defining the scope of the audit not less than
30 calendar days prior to the audit. City shall have 60 calendar days to review Provider’s
audit findings.
39
Attachment C: Cloud Services Questionnaire
Attachment C: Cloud Services Questionnaire
40
Cloud Services Questions
1) Service Levels: What level of service should we expect? What is the City’s recourse for excessive downtime?
Refund of percentage of monthly fee?
Service Level: The Software will be available 99.5% of the time (24x7x365).
Remedies: Should Citian fail to meet 99.5% availability of the Software for a calendar quarter, Customer shall
have the option of one (but not both) of the following. First, Customer may continue to use the Software but
receive credit for one full day of the Software subscription usage (as of the end of the quarter in which the
failure occurred), for each full or partial hour of Software unavailability below 99.5%. Any such credit shall be
applied to Customer's next invoice (or refunded if there are no forthcoming invoices). Second, if Citian fails to
meet 98% availability of the Software for a calendar quarter, Customer may terminate its Agreement with
Citian for cause and stop using the Software, in which case Citian will refund to Customer any prepaid fees for
the remainder of the Term after the date of termination.
2) Data Ownership: Who owns the data we provide and what can be done with the data?
As between Customer and Citian, Customer shall retain all right, title and interest to all Customer Data. All
refined data can be downloaded by Customer or sent to the Customer’s database automatically via API or
Customer defined format.
3) ADA Compliance: If your proposed services include websites, they must be AA compliant as defined by
WCAG (Web Content Accessibility Guidelines) standards.
Citian’s CRASH system meets WCAG 2.1, Level AA.
4) Data Security: How secure is our data and how is it being kept secure?
a. If this is a multi-tenant environment on the same hardware how is our data kept separate and secure
from other customers, including any PII (Personally Identifiable Information) that may be gathered?
Each customer/tenant has its own data schema separately from others. Users from a customer can
only access his own data schema. We do not gather nor put PII in the database. We also have algorithm
and ML model to double check and remove PII in case the data includes PII from the Customer.
b. If PII is gathered, is it encrypted in transit and at rest?
PII is not gathered. All customer data is encrypted in transit and at rest.
c. If credit card transactions are occurring is your system fully PCI compliant?
Credit card transactions will not occur in our system.
5) Data Integrity: What do you do as a vendor to ensure our data maintains its integrity?
Citian runs its ETL pipelines in accordance with Medallion architecture principles. Raw data is imported into
the system in a minimally processed format. Data aggregation and refinement take place in separate schemas,
ensuring a consistent process with full traceability of data lineage. Activity and audit logs are maintained to
ensure that any and all changes to data can be traced back to the original source, including user edits in the
system.
41
6) We require data centers to be located in the United States: What country will our data be located in?
Citian stores all customer data in database cloud providers (AWS and Snowflake) in regions located in the
continental United States.
7) Responding to legal demands to disclose data: What is your process when someone subpoenas or requests
our data from you as a vendor?
Customer has full access to the data. The data process procedure is also available in the system. Citian will
assist Customer with subpoenas if needed.
8) Reporting: What is your protocol for data breaches?
Please see the attached Citian Incident Response Plan (Appendix B).
9) Disaster Recovery: What protections/protocols do you have in place to mitigate disasters?
Please see the attached Citian Disaster Recovery Plan (Appendix C).
10) Business Continuity/Exit: If you decide to bring your business to an end or we end our relationship what
happens to our data? If you give us a copy of our data, what format options will there be for our data and
what assistance will you provide getting our data to us?
Customer can download the data in csv format in the system anytime or retrieve the data via API into the
Customer’s database in real time. Please check the attached Citian Business Continuity Plan (Appendix D) for
more details.
11) Termination rights and consequences: What is your termination policy both for you as a vendor and us as a
customer?
Citian (Provider) may terminate this Agreement, effective on written notice to the City if the City: 1) fails to
pay any amount when due hereunder, and such failure continues more than sixty (60) days after Provider’s
delivery of written notice thereof; or 2) breaches any of its obligations under Paragraph 6 of the SaaS
Agreement,
Any Party to the Saas Agreement may terminate their obligations under the Agreement, effective on written
notice to the other Parties, if another Party materially breaches the Agreement, and such breach: 1) is
incapable of cure; or 2) being capable of cure, remains uncured sixty (60) days after the non-breaching Party
provides the breaching Party with written notice of such breach; or
Any Party to the Agreement may terminate the Agreement, effective immediately upon written notice to the
other Parties, if the other Party: 1) becomes insolvent or is generally unable to pay or fails to pay its debts as
they become due; 2) files or has filed against it a petition for voluntary or involuntary bankruptcy or
otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign
bankruptcy or insolvency law; 3) makes or seeks to make a general assignment for the benefit of its creditors;
or 4) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any
court of competent jurisdiction to take charge of or sell any material portion of its property or business.
Questionnaire Completed by: Jianwei Wang, Chief Technology Officer Date: 02/18/2026
42
Appendix A: Exhibit B, referenced in SaaS Agreement
Appendix A: Exhibit B, referenced in SaaS
Agreement
Citian, Inc. Master Subscription Agreement
This Master Subscription Agreement is entered into on _________________ (“Effective Date”) by and between Citian, Inc., a Delaware
corporation with its principal place of business at 99 M Street, SE, Suite 755, Washington, DC 20003 (“Citian”), and_________________
(“Customer”).
1 Definitions.
1.1 “Agreement” as used herein includes this Master Subscription Agreement and any exhibits, schedules, amendment, addenda or
appendices hereto, any documents incorporated herein and any Order Forms or SOWs referencing this Agreement.
1.2 “Authorized User” means any employee or independent contractor or other end user of Customer who has been authorized by
Customer to access and use the Offering in accordance with the terms herein and who has separately agreed to Citian’s standard terms
of use agreement.
1.3 “Confidential Information” has the meaning set forth in Section 7 of this Agreement.
1.4 “Control” means either the direct or indirect control of 50 percent or more of the shares or other equity interests of the subject
entity entitled to vote in the election of directors or other matters (or, in the case of an entity that is not a corporation, for the election
or appointment of the corresponding managing authority).
1.5 “Customer Data” means any and all information entered or uploaded to the Offering by or on behalf of Customer or an
Authorized User.
1.6 “Deliverable” means all custom-developed documents, designs, and other materials that are authored or prepared by Citian for
Customer pursuant to an SOW and that are specifically identified on such SOW as a “Deliverable”. The term “Deliverable” does not
include the Offering (including all modifications, improvements and enhancements to the Offering), the Offering documentation,
Citian’s proprietary education and training content, and all pre-existing materials related to Citian’s Professional Services processes,
know-how and methodologies.
1.7 “Force Majeure Events” has the meaning set forth in Section 21 of this Agreement.
1.8 “Offering” means any of Citian’s commercially available software as a service (SaaS) application that are ordered by Customer
via one or more Order Form(s).
1.9 “Order Form” has the meaning set forth in Section 4 of this Agreement.
1.10 “Professional Services” has the meaning set forth in Section 6 of this Agreement.
1.11 “Service Description Document” means the document titled “Service Description Document,” which includes functional
descriptions of Citian’s commercially available software application to be deployed, as may be updated from time to time. The current
version (as of the Effective Date) of the Service Description Document is attached hereto as Exhibit C. Updated versions of the
Service Description Document will be provided to Customer by Citian any time during the Term upon request.
1.12 “SOW” has the meaning set forth in Section 6 of this Agreement.
1.13 “Subscription Term” has the meaning set out in Section 3.4 of this Agreement.
1.14 “Term” has the meaning set forth in Section 2.1 of this Agreement.
2 Term and Termination.
2.1 Term of Agreement. The duration of this Agreement commences on the Effective Date and continues until terminated in
accordance with the terms herein (“Term”). This Agreement will automatically terminate upon the expiration of all Order Forms
entered into pursuant to this Agreement.
2.2 Term of Order Forms and SOWs. The term of each Order Form or SOW will be as set forth in such Order Form or SOW. If no
term is set forth on an Order Form or SOW, the term will commence on the effective date of such Order Form or SOW and continue
for a period of one (1) year. Thereafter, the term of the Order Form or SOW will automatically renew for successive one (1) year
terms, unless and until either party provides the other party with written notice of its intent not to renew the Order Form or SOW at
least thirty (30) days prior to the end of the then-current term.
2.3 Right to Terminate. Either party may terminate the Agreement or an Order Form or SOW in the event that the other party has
materially breached the Agreement (or the applicable Order Form or SOW) and such breach has not been cured (or, if the breach is not
capable of being cured, discontinued with appropriate changes to ensure that it is not repeated) within thirty (30) days of written notice
of breach from the other party. Either party may terminate this Agreement immediately if the other party terminates or suspends its
business as a result of bankruptcy, insolvency or similar event. All Order Forms and SOWs will terminate upon the termination of this
Agreement.
3 Offering Usage Rights.
3.1 General Rights. Through the expiration or termination of the Agreement, Citian grants to Customer a limited, non-transferable,
non-exclusive right to access and use the features and functionality of the Offering and Offering documentation for Customer’s
internal business purposes. The Offering shall be made available to Customer as a service that Customer may access and use for the
Subscription Term set out in an Order Form(s). Citian will host and retain physical control over the Offering and make the Offering
available through the Internet for access, use and operation by Customer through a web browser. Other than as specifically set forth
above and unless otherwise agreed to by Citian in writing, no provision under this Agreement shall obligate Citian to deliver or
otherwise make available any copies of computer programs or code from the Offering to Customer, whether in object code or source
code form.
3.2 General Restrictions. Except where applicable law prohibits such restrictions, Customer agrees that it shall not: (i) license,
sublicense, sell, resell, rent, lease, transfer, distribute, time share or otherwise commercially exploit or make the Offering available to
any third party other than as contemplated by this Agreement; (ii) make derivative works of, disassemble, reverse compile or reverse
engineer any part of the Offering or Offering documentation; or (iii) access the Offering or Offering documentation in order to build a
similar or competitive product or service (or contract with a third party to do so). Customer may not remove or alter any of the logos,
Appendix A (Exhibit B of SaaS Agreement)
trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings within the Offering or
Offering documentation.
3.3 Use By Authorized Users. Subject to the usage limitations described below, Customer may allow Authorized Users to access and
use the Offering solely for Customer’s internal business purposes. The obligations and limitations as to Customer that are set forth in
this Agreement also apply to Authorized Users that are provided access to the Offering. Customer is responsible for ensuring that its
employees, any third parties and its Authorized Users (and their employees) are aware of and comply with the terms of this
Agreement. Any breach of this Agreement by such entities or individuals shall be deemed to be a breach by Customer and Customer is
liable for such breaches.
3.4 Usage Limitations. Each Order Form may set forth a user limit or other usage limitation. Use of the Offering by Customer is
restricted to the number and type of users (or such other usage limitation) as set forth in the Order Form. A user means an individual
human being and may be an employee, consultant, contractor or agent of Customer or an Authorized User. User rights are granted for
a specific time period as set out in an Order Form and use of the Offering by Customer is limited to such time period (“Subscription
Term”). User rights may be transferred from one person to another person by Customer, but user rights may not be shared or used
concurrently by more than one person at a time.
4 Order Forms. The Offering ordered by Customer shall be listed in a mutually executed ordering document on Citian’s form (“Order Form”).
Each Order Form will specify the specific Offering application(s) ordered, the fees and the payment terms for use of the Offering. The
Subscription Term for each Order Form commences on the start date specified in each Order Form and continues for the term specified therein.
Each Order Form during the Term is governed by the terms of this Agreement. In the event of a conflict or discrepancy between the terms of an
Order Form and the terms of the Agreement, the Agreement shall govern except as to which specific Offering applications were ordered, the
Subscription Term for the order, and the fees, currency and payment terms for the order, for which the Order Form shall govern. Except as
otherwise specified in an Order Form: fees are based on services purchased and not actual usage; payment obligations set forth in an Order Form
are non-cancelable; fees paid are non-refundable; and the number of subscriptions purchased cannot be decreased during the relevant subscription
term stated on the Order Form.
5 Services Levels and Support. Citian’s policies, procedures and practices regarding system performance, monitoring and technical support are
as set forth in the Service Level Agreement (“SLA”) contained in Exhibit A. Citian reserves the right to change such policies, procedures and
practices as required in Citian’s reasonable judgment, provided that such changes may never degrade in any material respect the standard of
service or protections described Exhibit A.
6 Professional Services. Citian offers certain professional services including services related to implementation and optimization of the Offering,
change management and business practice optimization, and education and training (“Professional Services”). Such Professional Services are
typically purchased via a mutually executed statement of work (“SOW”). Unless otherwise set forth in the SOW, Customer shall have a non-
exclusive, internal-use license to the Deliverables resulting from Citian’s Professional Services for the duration of the SOW. Each SOW during
the Term is governed by the terms of this Agreement and in the event of any conflict or discrepancy between an SOW and the terms of the
Agreement, the Agreement shall govern except as to the scope of work, fees, currency, expenses and payment terms for the Professional Services,
for which the SOW will govern.
7 Confidential Information. Each party agrees: (i) that it will use (and will ensure that its employees, Authorized Users, agents, contractors and
other allowed third parties use) reasonable efforts (which shall be no less than the efforts used to protect its own confidential information of a
similar nature) to prevent the disclosure of the other party’s Confidential Information to any person or entity, unless authorized by the other party;
and (ii) that it will not use Confidential Information of the other party for any purpose other than as authorized by this Agreement or by the other
party. As to Citian, the term “Confidential Information” includes information specifically designated as confidential or that would be
understood to be confidential or proprietary by a reasonable person, the features and functions of the Offering that are not available to the general
public via the public internet (including screenshots of the same), future product plans, any Offering documentation or specifications provided to
Customer, the commercial terms (including pricing) of this Agreement and any Order Form or SOW (but not the mere existence of this
Agreement), audit, performance and security test results (whether conducted by Citian or Customer), and any other proprietary, financial or
business information supplied to Customer by Citian. As to Customer, the term “Confidential Information” includes information specifically
designated as confidential or that would be understood to be confidential or proprietary by a reasonable person, login credentials for accessing the
Offering, and Customer Data (including personally identifiable data). Notwithstanding the foregoing, “Confidential Information” shall not
include (i) information which is or becomes publicly known through no act or omission of the receiving party, or (ii) information gained by the
receiving party independent of the disclosing party. Notwithstanding the foregoing, it shall not be a breach of this Agreement to disclose
Confidential Information required to be disclosed pursuant to administrative or court order, government or regulatory investigation or
requirement, or arbitration or litigation arising out of this Agreement; provided, however, that to the extent permissible, each party shall, in
advance of any such disclosure, promptly notify the other party in order to provide the other party reasonable time to seek a protective order with
respect to the requested information or otherwise challenge or oppose the disclosure requirement. Additional information regarding Confidential
Information along with Citian’s Mutual Non-Disclosure Agreement, which will be adhered to throughout the term of this contract, can be found
in Exhibit B.
8 Ownership. As between Customer and Citian, Customer shall retain all right, title and interest to all Customer Data. Citian shall retain all right,
title and interest in and to (i) the Offering, the Offering documentation, all modifications, improvements and enhancements to the Offering
(regardless of the source of inspiration for any such enhancement or modification and regardless of whether Customer has provided input
regarding such modifications and enhancements) and all inventions or discoveries embodied within the Offering; (ii) proprietary education or
training content; (iii) pre-existing materials related to Citian’s Professional Services processes, know-how and methodologies; and (iv) all
Deliverables, provided that no Customer Confidential Information (including any personally identifiable information or Customer proprietary
data) is shared or revealed by or included within the portion of any Deliverable later used by Citian. Notwithstanding any other term of this
Agreement, Citian may access and use and shall retain all right, title and interest in transactional and performance data related to use of the
Offering, which may include aggregated and anonymized data based upon Customer Data, so long as such data does not reveal any personally
identifiable information or specific traits of any particular individual person or of Customer or an Authorized User. Citian reserves to itself all
rights that are not expressly granted pursuant to this Agreement.
9 Customer Data.
9.1 License; Ownership. Customer is solely responsible for any and all obligations with respect to the accuracy, quality and legality
of Customer Data. Customer will obtain all third-party licenses, consents and permissions needed for Citian to use the Customer Data
to provide the Offering or Professional Services. Without limiting the foregoing, Customer will be solely responsible for obtaining
from third parties all necessary rights for Citian to use the Customer Data submitted by or on behalf of Customer for the purposes set
forth in this Agreement. Customer grants Citian a non-exclusive, worldwide, royalty-free and fully paid license (a) during the Term to
use the Customer Data as necessary for purposes of providing and improving the Services; (b) during the Term to use the Customer
trademarks, service marks, and logos as required to provide the Services; and (c) during and after the Term to use the Customer Data
in an aggregated and anonymized form to: (i) improve the Offering and Citian’s related products and services; (ii) provide analytics
and benchmarking services; and (iii) generate and disclose statistics regarding use of the Offering, provided that no Customer-only
statistics will be disclosed to third parties without Customer’s consent. The Customer Data and all worldwide intellectual property
rights in it are the exclusive property of Customer. All rights in and to the Customer Data not expressly granted to Citian in this
Agreement are reserved by Customer.
9.2 Customer Warranty. Customer represents and warrants that any Customer Data will not (a) infringe any copyright, trademark, or
patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses,
worms or other malicious computer programming codes intended to damage Citian’s system or data; and (e) otherwise violate the
rights of a third party. Citian is not obligated to back up any Customer Data; the Customer is solely responsible for creating backup
copies of any Customer Data at Customer’s sole cost and expense. Customer agrees that any use of the Offering contrary to or in
violation of the representations and warranties of Customer in this Section 9.2 constitutes unauthorized and improper use of the
Offering.
9.3 Artificial Intelligence Automated Decision Use. Citian’s software platform employs machine-learning models solely to automate
data validation, aggregation, and reporting functions. All predictive outputs are provided for informational purposes and are not used
to make enforcements, legal, or adjudicative determinations. Citian does not use Customer Data to train models for any third-party
customers.
9.4 Data Segregation and Minimization. Citian maintains logical separation of each customer’s production data and limits access to
the minimum necessary personnel for support and maintenance. Data is encrypted at rest and in transit using FIPS 140-2 validated
cryptographic modules.
10 Payments.
10.1 Payment and Taxes. Customer agrees to pay to Citian all amounts set forth on the applicable Order Forms and SOWs. All fees
and other charges payable by Customer to Citian under this Agreement are stated exclusive of all federal, state, local and foreign
taxes, levies and assessments of any nature (including value-added, use or withholding taxes). Customer agrees to bear and be
responsible for the payment of all such taxes, levies and assessments imposed on Customer or Citian arising out of this Agreement,
excluding any tax based on Citian’s net income. If Customer is required by any applicable law to deduct or withhold amounts
otherwise payable to Citian hereunder, Customer will pay the required amount to the relevant governmental authority and pay to
Citian, in addition to the payment to which Citian is otherwise entitled under this Agreement, such additional amount as is necessary
to ensure that the net amount actually received by Citian free and clear of all taxes equals the full amount Citian would have received
had no such deduction or withholding been required.
10.2 Late Payment. In the event payment is not made within thirty (30) days of the date payment was due and such payment is not
the subject of a reasonably basis written dispute, Citian shall have the right, at its sole option, to suspend Customer's access to the
Offering until payment is made. Citian will provide written notice to Customer prior to suspension of access to the Offering.
11 Citian Warranties. Citian represents and warrants as follows: (i) the Offering will perform substantially in accordance with the Service
Description Document; (ii) Professional Services shall be provided in a professional manner consistent with industry standards; (iii) Citian has
the right to grant license for Offering to the Customer; (iv) Offering is free from all viruses detectable by industry standard means; and (v)
Offering is free from all material defects and further that Citian will correct any such defect in the Offering at no additional cost to Customer.
Customer must notify Citian in writing of any claim that the Offering does not perform substantially in accordance with the Service Description
Document no later than thirty (30) days after the last day of the month in which the asserted non-performance occurred. Customer must notify
Citian in writing of any claim of breach of warranty relating to Professional Services within ninety (90) days of completion of the Professional
Services engagement (normally an SOW) under which the Professional Services were delivered. For any breach of the warranty claim with
respect to the Services Description Document, Customer’s exclusive remedy and Citian’s entire liability shall be for Citian to (i) provide the
support required hereunder to bring the Offering in compliance with the Service Description Document; or if both parties agree that such support
will or has not remedied the non-complying Offering, (ii) terminate the Agreement or applicable Order Form and refund the prepaid fees for the
Offering, on a pro rata basis, for the period following termination. For any breach of warranty claim relating to Professional Services, Customer’s
exclusive remedy and Citian’s entire liability shall be for Citian to (i) re-perform the deficient Professional Services; or if both parties agree that
re-performance will not remedy the deficient Professional Services, (ii) refund the fees paid for the Professional Services.
12 DISCLAIMER OF WARRANTY. EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT OR TO THE EXTENT NOT
PROHIBITED BY APPLICABLE LAW, CITIAN DISCLAIMS AND EXCLUDES ALL WARRANTIES, CONDITIONS AND OTHER
TERMS IMPLIED BY STATUTE, COLLATERALLY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CITIAN DOES NOT GUARANTEE OR
WARRANT THAT THE SOFTWARE WILL PERFORM ERROR-FREE OR UNINTERRUPTED.
13 Indemnification.
13.1 General Indemnity. Citian agrees to defend, indemnify and hold harmless Customer and its directors, officers and employees
from and against any demands, damages or liabilities (including reasonable attorneys’ fees) arising from a third-party claim that Citian
caused bodily injury (including death) or damaged real or tangible personal property in the provision of the Offering or Professional
Services hereunder.
13.2 Infringement Indemnity. Citian shall at its expense defend, or at its option settle any claim, action or allegation brought against
Customer alleging that the Offering, when used as authorized herein, or any Deliverable infringes any valid U.S. copyright, patent,
trade secret or any other proprietary right of any third party and shall pay any final judgments awarded or settlements entered into,
provided that Customer gives prompt written notice to Citian of any such claim, action or allegation of infringement and gives Citian
the authority to proceed as contemplated herein. In the event any infringement claim, action or allegation is brought or threatened,
Citian may, at its sole option and expense: (a) procure for Customer the right to continue use of the Offering, Deliverable or infringing
part thereof; (b) modify, amend or replace the Offering, Deliverable or infringing part thereof with other software having substantially
the same or better capabilities; or, if neither of the foregoing is in Citian’s opinion commercially practicable, (c) terminate this
Agreement (or the portion of any Order Forms for allegedly infringing materials) and refund to Customer the prorated amount of the
fees prepaid by Customer under the relevant Order Forms or SOWs that were to apply to the remainder of the unexpired Term, as
calculated from the termination date through the remainder of the unexpired Term. The foregoing obligations will not apply to the
extent the infringement arises as a result of (i) any use of the Offering in a manner expressly prohibited by this Agreement (including
any modification of the Offering by any party other than Citian); or (ii) any use by Customer of the Offering in combination with other
products, equipment, devices, software, systems or data not supplied by Citian to the extent such claim is directed against such
combination, provided that this exclusion shall not be applicable to combinations with hardware, software or other technology
required to access and use the Offering (e.g., a web browser, an internet connection and a personal computer, upon which certain
Citian applications are built). This Section states the exclusive remedy of Customer and the entire liability of Citian with respect to
infringement of any patent, copyright, trade secret or other intellectual property right.
13.3 Customer Indemnity. Customer shall at its expense defend, or at its option settle any claim, action or allegation brought against
Citian arising out of a breach by Customer of Section 9.2 or Section 24 of this Agreement, provided that Citian gives prompt written
notice to Customer of any such claim, action or allegation of infringement and gives Citian the authority to proceed as contemplated
herein.
13.4 Indemnity Process. The indemnifying party will have the exclusive right to defend any indemnified claim (including the right to
select and control the work of counsel) and make settlements thereof at its own discretion. The indemnifying party may not settle or
compromise any indemnified claim, action or allegation that requires payment of fees by the indemnified party or an admission of
liability by the indemnified party, except with prior written consent of the indemnified party. The indemnified party shall give such
non-monetary assistance and information as the indemnifying party may reasonably require to settle or defend indemnified claims.
13.5 Indemnification from AI and Predictive Analytical Outputs. Ctitian’s indemnification obligations exlude any claim solely
from Customer’s use of predictive or analytical outputs for regulatory or enforcement purposes.
14 Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR ANY LOSS OF REVENUE, PROFITS OR DATA USE ARISING OUT OF THIS
AGREEMENT. CITIAN’S MAXIMUM LIABILITY IN CONNECTION WITH THIS AGREEMENT, ON THE BASIS OF ANY THEORY OF
LIABILITY OR CAUSE OF ACTION, SHALL BE LIMITED TO THE FEES COLLECTED BY CITIAN FROM CUSTOMER PURSUANT
TO THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE IMPOSITION OF LIABILITY. THE EXCLUSIONS AND
LIMITATIONS OF THIS SECTION DO NOT APPLY (A) TO THE EXTENT PROHIBITED BY APPLICABLE LAW, (B) TO
CUSTOMER’S CONTRACTUAL PAYMENT OBLIGATIONS, (C) TO THE INDEMNITY OBLIGATIONS SET FORTH IN SECTIONS 13,
(D) TO ANY BREACH OF CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 7 OR (E) TO DAMAGES AS A RESULT OF A
PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
15 Governing Law and Dispute Resolution. This subcontract shall be interpreted and construed in accordance with the laws of Delaware,
without regard to its conflict of laws provisions. In the event of a dispute, the parties shall first attempt to resolve by face-to-face negotiation with
employees from each party with a title of vice president or higher in attendance, for a period of no less than fifteen (15) days. For any dispute that
the parties fail to resolve by negotiation, the parties agree to next attempt to resolve such dispute through non-binding mediation prior to initiating
arbitration. The mediation shall last at least eight (8) hours unless otherwise agreed to by the parties. The parties shall equally share the cost of the
mediator. In the event that the parties cannot agree to a mediator, then Citian shall propose three (3) experienced, neutral mediators, and
Customer shall select one (1) mediator from the list proposed by Citian. In the event that the parties have not resolved such dispute through non-
binding mediation, either party can refer the dispute to binding arbitration through JAMS, in accordance with the JAMS Streamlined Arbitration
Rules and Procedures. Such arbitration shall be held in a place mutually agreed by the parties and will be administered by one (1) arbitrator to be
mutually agreed upon by the parties. Any award or decision of such arbitrator will be binding on the parties and may be enforced by any court of
competent jurisdiction. Notwithstanding the foregoing, either party may seek emergency equitable relief at any time in any court of competent
jurisdiction.
16 Export Control Laws. Each party shall comply with the export control laws of the United States which are applicable to the Offering. Such
export control laws may prohibit use of the Offering in certain sanctioned or embargoed countries.
17 Pricing Adjustment. Citian offers the Offering to Customer for the annual license fee and other fees set forth in the Order Form (“Price”).
Such Price shall not increase during the initial term of the Order Form. Before renewal of the initial term of the Order Form in accordance with
Section 2.2 of this Agreement, Citian reserves the right to escalate the Price for the renewal term of the Order Form by no more than three percent
(3%) to adjust for increases in the cost of equipment, staffing, hosting and other relevant goods and services. This section does not apply if the
parties execute a new Order Form.
18 Advertising. Citian will not use the Customer or the name of any agency in any advertisement, news release, or professional or trade
publication without prior written approval from Customer.
19 Independent Contractors. Citian and Customer are independent contractors. Neither party has the authority to bind or make any commitment
on behalf of the other party. None of either party’s employees are entitled to any employment rights or benefits of the other party. Citian will be
solely responsible for: (i) paying all wages and other compensation to Citian employees; (ii) withholding and payment of federal and state
individual income tax, FICA, FUTA and other taxes and applicable amounts with respect to payments made to Citian’s employees;
(iii) providing all insurance and other employment-related benefits to Citian’s employees; and (iv) making any overtime payments to Citian's
employees if required by law or regulations.
20 Waiver, Entire Agreement and Amendments, Representations, Severability and Purchase Orders. The failure of either party to enforce
at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other party of any of the provisions
of this Agreement, will not be construed to be a waiver of such provisions, or in any way affect the right of either party to enforce such provision
thereafter. The Agreement encompasses the entire agreement between Customer and Citian with respect to the subject matter hereof and
supersedes all prior representations, agreements and understandings, written or oral. This Agreement may not be altered, amended or modified
except by written instrument signed by the duly authorized representatives of both parties. Customer acknowledges and agrees that in entering
into this Agreement it does not rely on any statement, representation (whether innocent or negligent), assurance or warranty (whether or not in
writing) of Citian, or any other person (whether or not party to this Agreement) other than as expressly set out in the Agreement. Customer
specifically agrees that it has not relied upon and its purchase of subscriptions is not contingent upon the future availability of any software,
products, services, programs, modifications, enhancements or updates in entering into the payment obligations in this Agreement. If any
provision, or portion thereof, of this Agreement is or becomes invalid under any applicable statute or rule of law, it is to be deemed stricken and
the rest of the Agreement shall remain in full force and effect. The terms and conditions appearing on any purchase order issued by Customer for
this Agreement, if any, shall not change, add to, or modify the terms or conditions of this Agreement and shall have no effect.
21 Assignment. Neither party may transfer or assign this Agreement without the other party’s prior written consent, except to an entity who
acquires all or substantially all of the business or assets of the party to which this Agreement pertains (whether by merger, acquisition,
consolidation, reorganization, sale or other corporate transaction), and agrees in writing to be bound by the terms and conditions of this
Agreement.
22 Survival. The provisions of this Agreement that are intended to survive termination or expiration of this Agreement in order to achieve the
fundamental purposes of this Agreement shall so survive, including, without limitation, the provisions regarding confidentiality, disclaimer of
warranties and limitation of liability.
23 Force Majeure. Citian shall not be held responsible for any delay or failure in performance hereunder caused in whole or in part by fire,
flood, wind, storm, lightning or similar act of God, or by embargo, acts of sabotage, terrorism, riot or civil unrest, internet outages or mandatory
compliance with any governmental act, regulation or request (“Force Majeure Events”). If a Force Majeure Event occurs and disrupts the services
to be provided under this Agreement, the Agreement shall be deemed extended by the duration of the Force Majeure Event.
24 Notices. All notices or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be
considered properly given or made if hand delivered, mailed first class mail (postage prepaid and return receipt requested) or sent by recognized
courier service (e.g., Federal Express, DHL, UPS), and addressed (i) if to Customer then to the attention of “Legal” at the addresses listed in the
last signed Order Form (or to such other address as Customer may have designated by like notice forwarded to Citian hereto) or
(ii) if to Citian then to the attention of “Legal” at 99 M Street, SE, Suite 755, Washington, DC 20003.
25 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
26 Customer’s Use of Third-Party Licensed Data. To the extent that Customer stores data in the Offering that has been purchased or licensed
from third parties, Customer is responsible for ensuring its use, processing, reporting against, combination, comingling and manipulation of such
data complies with its agreements with the third-party data provider, and Customer will indemnify and hold Citian harmless against any claims by
such third-party data providers arising from Customer’s use of such third-party data in the Offering.
27 Execution. This Agreement may be executed in counterparts and exchanged by facsimile or electronically scanned copy exchanged via email
or via electronic signature. Each such counterpart shall be deemed to be an original and all such counterparts together shall constitute one and the
same Agreement.
The authorized representatives of the parties have executed this Agreement by their signatures below:
Citian, Inc. Customer
By: By:
Name: Name:
Title: Title:
Date: Date:
Exhibit A
Service Level Agreement
1. Service Availability
1.1 Measure. The Offering will be available 99.5% of the time (24x7x365), except as provided below. Offering availability will be
calculated per calendar quarter, as follows:
total – nonexcluded - excluded > 99.5% total - excluded
Where:
• total means the total number of minutes for the quarter
• nonexcluded means downtime that is not excluded
• excluded means the following:
o Any planned downtime of which Citian gives 8 hours or more notice. Citian will use commercially reasonable
efforts to schedule all planned downtime during non-peak usage times (i.e., the hours from 6:00 p.m. Friday to
Sunday midnight, U.S. Eastern Time).
o Any unavailability caused by circumstances beyond Citian's reasonable control, including without limitation, a
Force Majeure Event.
o Any unavailability as a result of (i) non-compliance by Customer with any provision of this SLA; (ii)
incompatibility of Customer’s equipment or software with the Offering; (iii) actions or inactions of Customer or
third parties; (iv) Customer’s use of the Offering after Citian has advised Customer to modify its use of the
Offering, if Customer did not modify its use as advised; (v) acts or omissions of Customer or Customer’s
employees, agents, contractors, or vendors, or anyone gaining access to the Offering by means of Customer’s
passwords or equipment; (vi) performance of Customer’s systems or the Internet; (vii) any systemic Internet
failures; or (viii) network unavailability or Customer’s bandwidth limitations.
o For purposes of the availability calculation, “downtime” means a measurement interval during which time the
Offering is not responsive to an automated request ("Monitoring Transaction") generated by Citian's monitoring
software. Measurement intervals for Monitoring Transactions are no more than five (5) minutes on a 24X7
basis. Monitoring Transactions used for the availability calculation include network and application availability
requests. The monitoring process does not cover every feature of the Offering. With respect to such features,
Citian will investigate any suspected availability problem reported by Customer or which it otherwise becomes
aware of and take commercially reasonable efforts to correct any such issues that can be verified by Citian.
o For any partial calendar quarter during which Customer subscribes to the Offering, availability will be
calculated based on the entire calendar quarter, not just the portion for which Customer subscribed.
1.2 Remedies: Should Citian fail to meet 99.5% availability of the Offering for a calendar quarter, Customer shall have the option of
one (but not both) of the following. First, Customer may continue to use the Offering but receive credit for one full day of the Offering
subscription usage (as of the end of the quarter in which the failure occurred), for each full or partial hour of Offering unavailability
below 99.5%. Any such credit shall be applied to Customer's next invoice (or refunded if there are no forthcoming invoices). Second,
if Citian fails to meet 98% availability of the Offering for a calendar quarter, Customer may terminate its Agreement with Citian for
cause and stop using the Offering, in which case Citian will refund to Customer any prepaid fees for the remainder of the Term after
the date of termination. The remedies specified in this “Remedies” section shall be the sole remedies available to Customer for breach
of this SLA.
1.3 Reporting and Claims: To file a claim under this SLA, Customer must send an email to info@citiansolutions.com with the
following details:
• Billing information, including company name, billing address, billing contact and billing contact phone number • Downtime information with dates and time periods for each instance of downtime during the relevant period
• An explanation of the claim made under the Agreement, including any relevant calculations.
Claims may only be made on a calendar quarter basis within 30 days of the end of the relevant quarter, except for periods at the end of
the Agreement that do not coincide with a calendar quarter, in which case Customer must make any claim after the end of its
Agreement. All claims will be verified against Citian's system records.
2. Return of Customer Data. Upon termination or expiration of the Agreement, Citian shall (i) ensure that Customer has access to the Customer
Data from the Offering for a period no more than thirty (30) days for the production environment and the sandboxes. In no event may Citian
preclude Customer from retrieving the Customer Data after the expiration or termination of the Agreement.
3. Support Management. Citian will provide complete system support for Offering including standard and Customer-specific configurations and
customizations and all future releases of system updates and new features. Coverage parameters specific to the services covered in this
Agreement are as follows:
• 24 hours per day, 7 days per week, 365 calendar days per year technical application support (subject to the limitations set forth
herein);
• Telephone support: 8:00 AM to 6:00 PM Eastern Time, Monday through Friday;
• Email support: 8:00 AM to 6:00 PM Eastern Time, Monday through Friday; • Calls or emails received out of regular business hours will be forwarded to the mobile telephone of the assigned Citian Client Support
Lead; • The Citian Service Desk will provide emergency support outside of regular business hours for critical requests (for example, Offering
software system experiences unplanned downtime or is otherwise unavailable or a software feature is unavailable); • For non-critical requests received outside of regular business hours, the Citian Service Desk will respond as soon as possible during
regular business hours and take the appropriate action(s) as described in this Agreement; • See Citian Service Desk published policy for further information regarding support request management, defect handling, recurring
issues identification and escalation procedures, outage resolution and disaster recovery; • Any outages or planned downtimes in relation to the Citian Service Desk will be in line with the service support and availability SLA
as set out in this Agreement; and • The Citian Service Desk shall provide access to the Customer’s service, tickets, and outage data and details for report creation and
data export.
4. Incident Response.
4.1. Upon discovery or reasonable belief of any data breach or security threat (“Data Breach”) to the Offering software system’s
integrity or Customer’s data, Citian will provide notice, by telephone and email, to the Customer within 24 hours of said Data Breach
or after Citian reasonably believes there has been such a Data Breach.
4.2 To the extent known at the time of notification, Citian’s notice shall include:
the nature of the Data Breach;
o the data accessed, used or disclosed;
o the person(s) who accessed, used, disclosed or received data (if known);
o what Citian has done or will do to quarantine and mitigate the Data Breach; and
o what corrective action Citian has taken or will take to prevent future Data Breaches.
4.3 Citian will provide daily updates, or more frequently if required by Customer, regarding findings and actions performed by Citian
until the Data Breach has been effectively resolved to the Customer’s satisfaction. Citian shall quarantine the Data Breach, ensure
secure access to data, and repair the Offering as needed in accordance with this SLA. Failure to do so may result in the Customer
exercising its options for assessing damages or other remedies under this Agreement.
4.4 Citian shall investigate the Data Breach and share the report of the investigation with the Customer. The Customer or its
authorized agents shall have the right to lead (if required by law) or participate in the investigation. Citian shall cooperate fully with
the Agency, its agents and law enforcement.
4.5. Citian will respond to Customer’s requests for support services regarding Offering in accordance with the procedures identified
below. In each case, Customer may describe and submit service request by telephone or email to the Citian Service Desk in
accordance with Section 3 of this SLA:
The Citian Service Desk escalates all Incident Requests to the Citian Support Team for immediate resolution. The Citian Service Desk will
acknowledge the Incident Request within 15 minutes and immediately notify the Citian Support Team for Action.
5. Service Performance.
5.1 Response Time. Citian represents and warrants that 95 percent of all transactions shall process at a mutually agreed upon time
threshold. Customer retains the right to use a third-party service to validate the performance of Citian’s response times.
5.2 Concurrent Users. Citian represents and warrants that the performance service levels set forth in this Agreement shall be valid up
to an unlimited number of users using the Offering at any given time.
5.3 Service Architecture. Citian shall provide Customer with detailed architectural diagrams upon written request from the Customer.
The architectural diagrams will include without limitation: servers, hardware, software solution (operating system, application servers,
databases, identity repository) and network architecture (dataflow diagram, firewalls, proxies, IDS/IPS). Citian shall allow Customer
reasonable access to review such architecture.
6. Service Maintenance.
6.1 Given the software-as-a-service (SaaS) model of Offering, Citian will provide Customer with the latest and generally available
supported version of Offering, including all maintenance patches, software upgrades and new features, at no additional cost for the
lifetime of the Order Form or SOW.
6.2 Citian will schedule and perform standard maintenance services including planned critical security and maintenance patch releases
during non-peak hours outside of regular business hours (for example, midnight (12am) Eastern Time) or during weekends
(“Standard Maintenance Window”). Citian will coordinate with Customer to develop a mutually agreed standard maintenance
schedule.
6.3 The Citian Service Desk welcomes feature requests from clients. Customer or its employees, contractors or agents who are
Authorized Users of Offering may provide Citian with such requests by email. Citian will consider all feature requests for utility,
functionality and feasibility.
6.4 Citian will document all critical security patches, maintenance patches and release management standards, provide standard and
emergency maintenance services and apply all critical security and maintenance patches to Offering. Citian will provide written
guidance by email to Customer describing any significant updates to Offering. Updated system documentation will be provided to
Customer via the Offering in-application help documentation and by email.
6.5 Citian shall provide 48 hours advance notice to Customer of any scheduled maintenance downtime that will occur outside of the
Standard Maintenance Window outlined above. In case of emergency, Citian shall use its best efforts to notify Customer by telephone
and email of any planned downtime as soon as practicable.
7. Data Management.
7.1 Citian will provide robust data management services to transmit, retain, store, delete and otherwise handle Customer’s data.
7.2 Data Processing and Hosting. Citian will ensure production data is not used outside of the production environment. Citian will
notify Customer at least 90 days prior to any relocation of Customer’s data to a different hosting facility. Customer reserves the right
to terminate the Agreement without penalty if Customer objects to the new hosting facility. All Customer data will be kept for the
mutually agreed upon number of years or as otherwise required by applicable laws, rules and regulations.
7.3 Data Storage and Disposal. Citian shall retain all Customer data until Customer deletes or requests deletion of Customer’s data or
for a minimum number of years as mutually agreed or such other time period required by applicable laws, rules and regulations or as
otherwise mutually agreed to by the parties in this Agreement. Citian shall store Customer data in a non-proprietary format as
mutually agreed upon between Citian and Customer. At Customer’s election, Citian will either securely destroy or transmit to
Customer’s repository any backup copies of Customer’s data.
7.4 Data Backup. Citian shall provide geographically disparate storage on a daily basis of all backup discs, data or materials of any
type whatsoever produced in whole or in part in connection with or relating to the performance by Citian of its obligations under this
Agreement (including without limitation any discs, tapes, other storage media, work papers and partial drafts of documentation code).
Citian shall use appropriate and reliable storage media. Citian shall regularly backup Customer’s data and retain such backup copies
for a minimum time period as mutually agreed or otherwise required by applicable laws, rules or regulations.
7.5 Discovery (Legal Proceedings). If Citian receives a request that may be reasonably interpreted as requiring access to Customer’s
data or Customer’s use of the Offering, Citian shall provide notice by telephone and email to Customer, unless prohibited by law from
providing such notice. Citian shall provide such notice within 48 hours of receiving the request. Citian shall not respond to subpoenas,
service of process, Public Records Act requests or other legal requests directed at Citian regarding this Agreement without first
notifying Customer, unless prohibited by law from providing such notification. Where Citian is allowed to provide such notification,
Citian shall provide its intended responses to Customer with adequate time for Customer to review, revise and, if necessary, seek a
protective order in a court of competent jurisdiction. Citian shall not respond to legal requests directed at Customer unless authorized
in writing to do so by Customer.
8. Information Security.
8.1 Citian will employ the latest and industry-leading cybersecurity and data security practices and policies as set out in this section.
8.2 Data Security. Citian assumes responsibility for the security and confidentiality of the Customer data under its control. Citian
shall (i) certify the sufficiency of its security standards, tools, technologies and procedures in providing Offering under this
Agreement; (ii) undergo an annual Standards for Attestation Engagements (SSAE) Service Organization Control (SOC) 2 Type II
audit or equivalent such as ISO 27001 for Citian’s Control Environment. Citian shall provide Customer with results of such audit and
Citian’s plan to correct any negative findings within seven (7) calendar days upon Citian’s receipt of such audit results; and (iii)
provide Customer with detailed description of the audited Control Environment. If Customer determines the Control Environment is
not satisfactory, Customer may request that Citian correct any deficiencies.
Citian maintains a security and privacy program designed to comply with the security control families defined in NIST SP 800-53
Rev. 5 and aligns with FedRAMP Moderate Authorization equivalent standard. Citian is SOC 2 Type I certified [Month 2025] and
Type II certified [Month 2025]. Certification reports will be made available to Customer upon request under an NDA.
8.3 Citian shall implement and at all times during this Agreement maintain all appropriate administrative, physical, technical and
procedural safeguards in accordance with this section to secure the Customer’s data from any Data Breach, protect the data and
Offering from any hacks or known or reasonably known security threats, including the introduction of viruses, disabling devices,
malware or other forms of malicious or inadvertent acts that can disrupt Customer’s access to its data.
8.4 Citian shall allow Customer reasonable access to Offering’s security logs, latency statistics and other related security data that
affect this Agreement and Customer’s data.
8.5 Citian shall not copy, modify, destroy or delete any Customer’s data other than for normal operations or maintenance of Offering
during the Term without prior written notice and written approval of Customer.
8.6 Data Encryption/Handling PII. Information designated as sensitive including personally identifiable information (PII) shall be
encrypted end-to-end while it is transit and at rest. Citian shall encrypt data using the most current Federal Information Processing
Standard (FIPS) 140-2 validated cryptographic modules and the current Advanced Encryption Standard algorithm with respect to data
that is at rest or in motion.
8.7 Confidentiality. Citian and Customer shall handle Confidential Information in accordance with the terms of this Agreement.
9. Service Reliability.
9.1 Citian will take all necessary steps to ensure business continuity in the event of disaster or catastrophic failure as set out in this
section.
9.2 Citian shall use appropriate and reliable storage media for Data Backup.
9.3 Citian commits to an RPO of four (4) hours and RTO of twelve (12) hours or as otherwise mutually agreed between Citian and
Customer. In other words, when unscheduled downtime occurs, Citian will resume service with data matching what the Offering
software system contained at some point within the four (4) hours preceding the unscheduled downtime. Additionally, the Offering
system cannot be down for longer than twelve (12) hours during unscheduled downtime.
9.4 In the event of disaster or catastrophic failure that results in significant data loss or extended loss of access to data (“Data Loss”),
Citian shall notify Customer with by telephone and email within 24 hours of such Data Loss or after Citian reasonably believes there
has been such disaster or catastrophic failure. In the notification, Citian shall inform Customer of:
• the scale and quantity of the Data Loss;
• what Citian has done or will do to recover the data and mitigate any deleterious effect of the Data Loss; and
• what corrective action Citian has taken or will take to prevent any future Data Loss.
Citian shall restore continuity of the Offering, restore data in accordance with the RPO and RTO set forth in this SLA, restore
accessibility of data and repair the Offering as needed to meet the performance requirements under this SLA. Failure to do so may
result in Customer exercising its option for assessing damages or other remedies under this Agreement. Citian shall investigate such
disaster or catastrophic failure and share the report of the investigation with Customer. Customer or its authorized agents shall have
the right to lead (if required by law) or participate in the investigation. Citian shall cooperate fully with Customer, its agents and law
enforcement.
10. Audits and Compliance.
10.1 Citian will undertake annual audits, whether internally or by independent third-party auditor, to ensure that Offering complies
with all relevant security control standards, regulations and expectations of Customer. Citian may also request an annual audit of
Customer’s use of the Offering to ensure compliance with Customer’s responsibilities under this Agreement.
10.2 If Citian performs an internal security controls assessment, such audit shall be based on the current standards as mutually agreed
or required by law, rules or regulations. Citian shall provide attestation of compliance along with the results of such assessment
documented in a Security Assessment Report (SAR) to Customer. If Citian retained an independent third-party auditor, such audit will
provide Statement on Standards for Attestation Engagements (SSAE-18) certifications. Citian shall provide Customer with System
Operation Controls report (SOC 2) once per year and any applicable or Bridge/Gap letter.
10.3 If Customer requests in writing to conduct an audit of Offering, Citian agrees that Customer or its designated representative shall
have access to all relevant operational documentation, reports and databases, including online inspections, that relate to Offering. The
online inspection shall allow Customer, its authorized agents or a mutually agreed third party to test that controls are in place and
working as intended. Tests may include without limitation: operating system and network vulnerability scans, web application
vulnerability scans, database application vulnerability scans and any other scans to be performed by Customer or on behalf of
Customer.
10.4 After any significant Data Loss or Data Breach or as a result of any disaster or catastrophic failure, Citian will at its expense have
an independent, industry-recognized and Customer-approved third party perform an information security audit. Citian shall share the
audit results with Customer within seven (7) calendar days of Citian’s receipt of such results. Upon Citian’s receipt of such audit
results, Citian will provide Customer with written evidence of planned remediation within 30 days and promptly modify its security
measures to meet its obligations under this Agreement.
10.5 Citian may, upon 60 calendar days’ notice to Customer but not more frequently than once per year, either:
• request a signed certification by an officer of Customer verifying that Offering is being used in accordance with the terms
of this Agreement; or
• audit Customer’s use of Offering to ensure compliance with the terms and conditions of this Agreement.
Any such audit will be conducted at Citian’s expense during regular business hours at Customer’s offices and shall not unreasonably
interfere with Customer’s business activities. Citian shall provide documentation to Customer defining the scope of the audit not less
than 30 calendar days prior to the audit. Customer shall have 60 calendar days to review Citian’s audit findings.
11. Notices.
11.1 All notices or other communications required under this Agreement must be provided to the following persons:
Exhibit B
Mutual Non-Disclosure Agreeement
This Mutual Non-Disclosure Agreement (this "Agreement") is entered into between Citian, Inc., a District of Columbia corporation
("Company"), and the other party named on the signature page hereto ("Other Signatory") as of________________(the "Effective Date"),to
protect the confidentiality of certain confidential information of Company or Other Signatory to be disclosed under this Agreement solely for use
in or in connection with evaluating or pursuing a potential transaction related to Company's software products (the "Permitted Use"). Company
and Other Signatory may be referred to herein individually as a "Party" and collectively as the "Parties."
1. As used herein, the "Confidential Information" of a Party will mean any and all technical and non technical information disclosed by such
Party (the "Disclosing Party") to the other Party (the "Receiving Party"), which may include without limitation: (a) patent and patent
applications; (b) trade secrets; (c) proprietary and confidential information, ideas, techniques, sketches, drawings, visualizations, works of
authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and
formulae related to the current, future, and proposed products and services of each of the Parties, such as information concerning research,
experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing,
manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and
marketing plans; and (d) all other proprietary, confidential, or trade secret information disclosed in any form that the Receiving Party knew, or
reasonably should have known, was the Confidential Information of the Disclosing Party.
2. Subject to Section 3, the Receiving Party agrees that at all times and notwithstanding any termination or expiration of this Agreement it will
hold in strict confidence and not disclose to any third party any Confidential Information of the Disclosing Party, except with the Disclosing
Party's prior written consent, and will use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. The
Receiving Party will also protect such Confidential Information with at least the same degree of care that the Receiving Party uses to protect its
own Confidential Information, but in no case, less than reasonable care. The Receiving Party will limit access to the Confidential Information of
the Disclosing Party to only those of the Receiving Party's employees or authorized representatives (collectively, Representatives") having a need
to know such information strictly for the Permitted Use and who have signed confidentiality agreements containing, or are otherwise bound by,
confidentiality obligations at least as restrictive as those contained herein. The Receiving Party shall be liable for the acts or omissions of its
Representatives and any breach of the terms of this Agreement by its Representatives.
3. The Receiving Party will not have any obligations under this Agreement with respect to a specific portion of the Confidential Information of
the Disclosing Party if such Receiving Party can demonstrate with competent evidence that such portion of Confidential Information:
(a) was in the public domain at the time it was disclosed to the Receiving Party;
(b) entered the public domain subsequent to the time it was disclosed to the Receiving Party, through no fault of the Receiving Party;
(c) was in the Receiving Party's possession free of any obligation of confidence at the time it was disclosed to the Receiving Party;
(d) was rightfully communicated to the Receiving Party free of any obligation of confidence subsequent to the time it was disclosed to the
Receiving
Party; or
(e) was developed by employees or agents of the Receiving Party who had no access to any Confidential Information.
4. Notwithstanding the above, the Receiving Party may disclose certain Confidential Information of the Disclosing Party, without violating the
obligations of this Agreement, to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction,
provided that the Receiving Party provides the Disclosing Party with reasonable prior written notice of such disclosure and makes a reasonable
effort to obtain, or to assist the Disclosing Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the
Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued.
5. The Receiving Party will immediately notify the Disclosing Party upon becoming aware of or suspecting any loss or unauthorized disclosure of
the Confidential Information of the Disclosing Party. The Receiving Party shall take all reasonable measures to prevent the further loss or
unauthorized disclosure of the Disclosing Party's Confidential Information.
6. Upon termination or expiration of this Agreement, or upon written request of either Party, a Receiving Party shall immediately cease use of the
Disclosing Party's Confidential Information received hereunder and shall immediately return to the Disclosing Party or destroy all documents and
other materials representing the Disclosing Party's Confidential Information and all copies and derivatives thereof. The Receiving Party shall
certify in writing to the Disclosing Party that it has complied with the foregoing upon completion.
7. Confidential Information is and will remain the sole property of the Disclosing Party. The Receiving Party recognizes and agrees that nothing
contained in this Agreement will be construed as granting any property rights, by license or otherwise, to any Confidential Information of the
Disclosing Party, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue,
based on such Confidential Information. Neither Receiving Party will make, have made, use, or sell for any purpose any product or other item
using, incorporating, or derived from any Confidential Information of the Disclosing Party. Neither this Agreement nor the disclosure of any
Confidential Information hereunder will result in any obligation on the part of either Party to enter into any further agreement with the other,
license any products or services to the other, or to require either Party to disclose any particular Confidential Information. Nothing in this
Agreement creates or will be deemed to create any employment, joint venture, or agency between the Parties.
8. The Receiving Party will not reproduce the Confidential Information of the Disclosing Party in any form except as required to accomplish the
intent of this Agreement. Any reproduction by a Receiving Party of any Confidential Information of the Disclosing Party will remain the property
of the Disclosing Party and will contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise
authorized in writing by the Disclosing Party.
9. This Agreement will commence as of the Effective Date and terminate five (5) years after the Effective Date, unless otherwise terminated by
either Party at any time upon 30 days’ written notice to the other Party. Each Party's obligations under this Agreement will survive termination of
this Agreement and will be binding upon such Party's heirs, successors, and assigns. Each Party's obligations with respect to the other Party's
trade secrets will continue for as long as such information is deemed to be a trade secret under applicable law. Each Party's obligations with
respect to all other Confidential Information of the other Party will terminate only pursuant to Section 3.
10. The Disclosing Party is providing Confidential Information on an "as is" basis for use by the Receiving Party at its own risk. The Disclosing
Party disclaims all warranties, whether express, implied, or statutory, including without limitation any implied warranties of title, non-
infringement of third-party rights, merchantability, or fitness for a particular purpose.
11. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the District of
Columbia, without giving effect to any conflicts of laws principles that require the application of the law of a different state. Any disputes under
this Agreement may be brought in the state courts and the Federal courts for the county in which Company's principal place of business is
located, and the Parties hereby irrevocably consent to the personal jurisdiction and exclusive venue of these courts. This Agreement may not be
amended except by a written agreement signed by both Parties.
12. The Other Signatory acknowledges and agrees that its actual or threatened breach of this Agreement will cause irreparable damage to the
Company and hereby agrees that the Company shall be entitled to obtain injunctive or other equitable or provisional relief under this Agreement,
as well as such further relief as may be granted by a court of competent jurisdiction. The Other Signatory hereby waives any requirement for the
securing or posting of any bond or the showing of actual monetary damages in connection with such claim. In the event that the Company
institutes any legal suit, action or proceeding against the Other Signatory arising out of related to this Agreement, the prevailing Party in such
suit, action or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs and expenses
(including reasonable attorney's fees and court costs) incurred by such Party in conducting the suit, action or proceeding.
13. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not
render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed and interpreted so as to best
accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. Any waiver
or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on
any other occasion.
14. Neither Party will communicate any information to the other Party in violation of the proprietary rights of any third party.
15. Neither Party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other Party and
any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void, except that a Party may assign
this Agreement without such consent to its successor in interest by way of merger, acquisition, or sale of all or substantially all of its assets. The
terms of this Agreement will be binding upon assignees.
16. The Receiving Party will not export, directly or indirectly, any U.S. technical data acquired pursuant to this Agreement, or any products
utilizing such data, in violation of the United States export laws or regulations.
17. All notices or reports permitted or required under this Agreement will be in writing and will be delivered by personal delivery, electronic
mail,
facsimile transmission or by certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, five (5) days
after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices will be sent to the addresses set forth at the end
of this Agreement or such other address as either Party may specify in writing.
18. Each Party acknowledges that software programs created by the other Party (the "Software") contain valuable confidential and proprietary
information and that such software is Confidential Information and therefore subject to the confidentiality and non-disclosure provisions hereof.
Further, each Party specifically agrees that it will not modify, reverse engineer, decompile, create other works from, or disassemble any Software
or and that a breach thereof shall constitute a material breach of this Agreement.
19. This Agreement is the final, complete and exclusive agreement of the Parties with respect to the subject matters hereof and supersedes and
merges all prior discussions between the Parties with respect to such matters.
20. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will
constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature
complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method
and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.
Exhibit C
Service Description Document
Citian will be deploying its CRASH™ (Crash Reduction through Analysis of Safety Hazards) software for ________________ . CRASH™
leverages machine learning, natural language processing, advanced data analytics, and decades of engineering know-how to help government
clients meet traffic safety goals. CRASH™ has been fine-tuned to understand raw traffic crash report data and improve their quality and
reliability using automated Artificial Intelligence/Machine Learning (AI/ML) algorithms. CRASH™ uses this foundation of quality crash data to
produce instant analysis and data-driven decision support on safety programming at a network level as well as specific study locations. CRASH™
will include:
• Real-Time Accurate Data: CRASH™ instantly audits and refines new crash reports with up to 98% accuracy • Complete Project Evaluation: Assess and share safety outcomes of new construction projects with instant before-and-after studies
• Interactive Data Exploration: Pivot seamlessly between integrated search methods such as query, mapping, and reporting
• User-Friendly Analysis and Summaries: Navigate live dashboards, AI-driven predictive analytical tools, and one-click, auto-generated
reporting
• Benchmarking and Goal Setting: Track key federal reporting measures and progress toward local and state policy goals such as HSIP
and SHSP
• Instant Audits and Alerts: Collaborate easily with up-to-date crash insights, temporal analysis, and alerts for high-priority outcomes
• Data-Driven Decision Support: Guide programming recommendations using automatic HSM countermeasures, CMF benefit/cost
reports, collision diagrams, and more
• Full Environmental Data Immersion: Take a Complete Streets approach integrating diverse data, like equity analysis, ADA
compliance, or lighting photometrics to provide context
• Crash Query Tool Kit: Investigate crash patterns or locations in your jurisdiction with flexible queries considering all relevant safety
and location data
• Real-time, Digital Twin Geomapping: Gain immediate line-of-sight into historical and predictive crash patterns mapped directly onto
the built environment
Citian will be deploying its ADAPT™ (Accessibility Design, Assessment and Planning Tool) for [Account.Name]. Citian’s ADAPT software
utilizes data analytics and machine learning to automatically identify accessibility assets and challenges as well as recommends cost-effective
treatments to better budget and prioritize infrastructure remediation. This software will include:
• Interactive and immersive digital-twin map of pedestrian assets with drill-down abilities and Complete Streets data layers for cross-
factor relationships • In-field ADAPT Mobile web application with step-by-step instructions and automatic geolocational tagging to ensure up-to-date
inventory of pedestrian assets • Comprehensive inventory of all assets within Pedestrian Access Route (PAR) • Proprietary algorithms to automate evaluation of asset compliance with local accessibility standards
• Network wide compliance overview broken down by assets and/or administrative areas
• Automatic investment recommendations for cost-efficient remedial actions • Custom priority system to focus on highest-urgency ADA compliance issues • Custom query tools to target compliance issues and groups of assets meeting specific attribute(s) criteria
• Save, import, and export functionality for data (assets, cost estimates, plans)
• Customizable low-code dashboards to create live-updated data summaries and focus areas • Instant cost estimation of required ADA upgrades for all filtered assets as well as for custom reporting areas – bus routes, intersections
and corridors, and more
• Top recommended corridors and bus routes to focus resources by total repair costs, ADA priority, and maximum benefit-cost ratio of
the repairs • Customizable settings in low-code environment: construction unit costs, ADA priority levels, remedial construction bid items and
actions, and more
• Project plans include instant construction cost estimates and summary of quantities • Customizable user-based permissions
• Full data activity logs for oversight and transparency
• Public-facing dashboards as specified with custom levels of information sharing
Exhibit D
Statement of Work
Citian’s CRASH™ (Crash Reduction through Analysis of Safety Hazards) software will serve ___________________ through the duration of
this agreement adhering to Exhibit A and all features listed in Exhibit C. All services rendered for the execution of this software and all additional
aspects of software delivery beyond the license agreement will be mutually agreed upon or as permitted by the license agreement.
Scope Description:
Citian will work directly with ________________ to deliver its CRASH software. Citian will work ________________ to schedule a Project
Kickoff meeting, where Citian and ________________ will discuss the details of the project. Following the Project Kickoff Meeting, there will
be a data exchange process, where Citian will work with the ________________ to tap into all crash data necessary to build the CRASH
platform, as well as include other datasets the County wants to incorporate into the software. Citian will provide a comprehensive Base Data and
Crash Data checklist, which the ________________ Project Managers may review and advise on as desired. Citian has experience accessing
crash data through a variety of methods, including a secure established application programming interface (API) into current crash databases.
Citian will utilize at least five years of previous crash data from the Customer to build the initial environment and train algorithms in data trends
across the _______________. Citian will also work to incorporate other dynamic datasets, such as data on segments and intersections, Complete
Streets context with locations of schools and transit stops; demographic datasets such as census demographics, jurisdictional breakdowns of the
County; roadway conditions such as traffic enforcement cameras, and streetlights, to make the system holistic and robust. Additional data outside
of the base data checklist that is of interest to The Customer may also be identified during this period. A Customizations and Localization
Workshop will be scheduled within the first1-2 months, where Citian and participating planners, engineers, and GIS employees will meet to
discuss desired customizations to the tool. Citian will incorporate these ideas before the final development and delivery of the tool. A majority of
the coordination for this project may be handled via email, outside of the initial Project Kickoff Meeting and the Customizations and Localization
Workshop. Citian Account/Project Managers are available for ad-hoc meetings with The Customer employees throughout the buildout period and
duration of the subcontract if desired. Citian and the Customer will set an agreed-upon go-live date, targeting 2-3 months after Citian receives all
of the necessary data to create the tool. The week of the go-live date, Citian will provide two days of in-person onboarding and training in the
CRASH tool, if desired by the Customer. Training will consist of custom demonstrations, individual assistance, workflow training, and
workshops. Unlimited users from the Customer will have access to the Customer CRASH environment. Onboarding may also be handled via
virtual meetings if preferred. The 12-month contract term will commence upon system launch for the Customer. Following launch, Citian will
provide ongoing support and continued account support for the life of the pilot.
Targeted Schedule:
Full buildout of the CRASH tool to be complete 2-3 months after Citian receive all data necessary (historical crash data, necessary base data
layers).
43
Appendix B: Incident Response Plan
Appendix B: Incident Response Plan
1
Citian Incident Response Plan
1. Purpose
The purpose of this incident response plan (the “Plan”) is to guide and support the actions of Citian
(together with its subsidiaries, “Citian”, “we”, and/or “us”) in the event of a Security Incident.
For the purpose of this Plan, “Security Incident” means any actual or reasonably suspected
breach of security leading to the accidental, unlawful, or unauthorized access to, or destruction,
alteration, disclosure, misuse, loss of access to, or compromise of “Personal Information,” which
means information that identifies, relates to, describes, is reasonably capable of being associated
with, or could reasonably be linked, directly or indirectly, with a natural person.
This Plan is intended to help Citian meet its Information Security Policy and comply promptly with its
legal obligations and reduce the risk of a Security Incident that could cause serious harm to affected
individuals and Citian’s reputation and finances.
2. Scope
This Plan applies to all employees, temporary staff, contractors, and consultants (collectively,
“Personnel”) at all locations and to all business operations involving or affecting all IT and
communication systems owned or operated by or on behalf of Citian and to all platforms and all
application systems (collectively, “Systems and Networks”). This Plan applies to all Security
Incidents related to Citian information, whether in paper or electronic form.
In addition, as a Security Incident can result in litigation and/or legal or regulatory proceedings,
there should be an assessment of whether privilege should be asserted over the investigation. If a
decision is made to conduct a privileged investigation of a Security Incident, then all internal written
reports and communications about a Security Incident should be clearly identified with the notice:
“Privileged & Confidential, Attorney-Client Privileged, Prepared at the Direction of Counsel/Attorney
Work Product.” See Attachment B for a guide to establishing privilege.
3. Incident Response Team
Citian has designated a team comprised of Personnel that are responsible for coordinating
responses to Security Incidents (the “Incident Response Team”). The Incident Response Team
consists of the individuals listed in Attachment A, with the noted roles and responsibilities.
Incident Response Team members may take on additional roles during a Security Incident, as
needed. Contact information for Incident Response Team members, including a primary and
secondary email address, and office and mobile telephone numbers, will be maintained by the
Incident Response Team and circulated to the entire team. The Incident Response Team will draw
upon subject matter experts, additional Personnel, third-party consultants or other resources as
needed, for the analysis, remediation, and recovery processes of an incident.
Appendix B
2
In the event of an incident, a member of the Incident Response Team will be designated as the
Incident Response Manager (IRM), who will take on the lead organizational and coordination roles
of the Incident Response Team during an incident where the Incident Response Team is activated .
4. Detect and Report
Security Incidents should immediately be reported via the security notification email
(security@citiansolutions.com). The response begins when a Security Incident is reported to the
Incident Response Team via the security notification email.
From the initial reporter, the following information should be obtained:
● What is happening?
● When did it start?
● What caused you to notice this unusual activity and realize something suspicious was
ongoing?
● What were you doing?
● Where are you (e.g., in the office or offsite)?
● Which Systems and Networks, including any software, programs, laptops, or products, appear
to be affected?
● Where is the affected information or Systems and Networks located? (e.g., on-site, vendor,
cloud service data center)
● Could this have a potential impact on Citian’s products or operations?
● What information is potentially involved (e.g. electronic or paper records)?
● Is Personal Information potentially involved?
o Which individuals may be affected?
o How many individuals are potentially affected?
o Where do such individuals reside?
● Is this Security Incident related to any other Security Incidents (e.g., perpetrated by the same
threat actor)?
When escalation to the Incident Response Team is necessary, the Incident Response Team should
be notified and will determine whether a Security Incident has occurred and what type of Security
Incident has occurred.
The Incident Response Team should actively monitor whether there are other similar calls or
reports regarding the incident. The Incident Response Team must also immediately (no more than
24 hours after report) assess whether the Security Incident potentially implicates data relating to
Notification to IT.
Notification to members of Incident Response Team.
Incident Response Team
gathers details in coordination with IT.
Incident Response Team, with Legal, updates the others, as needed.
3
proprietary or confidential information, financial information, personally identifiable information (PII),
customer/supplier/vendor information, or other protected information, in which case the Incident
Response Team should immediately escalate the Security Incident to Human Resources and other
senior management and initiate this Plan.
Relevant log files should be reviewed to identify the origin of the Security Incident and the type of
Security Incident. The Incident Response Team should assess the health of Systems and
Networks, as appropriate.
Senior management will determine whether to engage outside counsel and advise on whether and
how to conduct the assessment under attorney-client privilege. The Incident Response Team will
also determine, either independently or with outside counsel, whether there are any immediate
reporting obligations, either to a govermental authority or to an insurance provider, which must be
resolved within the first 24-72 hours after the Security Incident. If the available information indicates
that an unauthorized party gained access to or obtained personal data, it is possible that there are
immediate reporting obligations.
The Incident Response Team will determine whether a third-party computer forensics vendor
should assist Citian in containing or investigating the Security Incident. If the Incident Response
Team determines that a third-party computer forensics vendor should be engaged, through outside
counsel if appropriate, they will retain the third-party vendor to conduct the investigation under
privilege. The engagement letter should specify that the vendor will act at the direction of counsel
for the purposes of conducting an investigation in anticipation of legal or regulatory proceedings.
The Chief Technology Officer also will determine whether to report the Security Incident to a cyber
insurer to seek coverage for the investigation and response to the Security Incident.
5. Contain
The Incident Response Team will swiftly stop, contain, and control the Security Incident to prevent
further compromise or impact to Personal Information, while preventing the loss of evidence, if
practicable in the circumstances. If possible, the Incident Response Team will segregate the issue
quickly through the use of remote tools to remediate or shutdown and quarantine end user
computers. A third-party computer forensics vendor might also be able to assist with containment
efforts (see above for instructions regarding retaining a third-party computer forensics vendor).
In the event of a non-electronic Security Incident, for example, involving paper files, the Incident
Response Team will take appropriate steps to contain and control the Security Incident, including
immediately securing physical areas and changing locks and access codes and securing any
available video monitoring or other tracking information, if available.
In the event that an insider is reasonably suspected to be the cause or a contributing cause of the
Security Incident, Human Resources should be consulted, as additional policies may apply.
4
6. Preserve Evidence
The Incident Response Team will keep a record of the steps taken in response to the Security
Incident (see Attachment C for a sample incident log), and will take care to:
● Preserve the confidentiality, integrity, and availability of systems and information;
● Preserve evidence, including through the use of a proper chain of custody; and
● Safeguard information related to the investigation (including that the investigation is
occurring).
When appropriate, a document preservation notice will be issued to preserve information relating to
the Security Incident.
Only outside legal counsel may declare a Security Incident to be a “data breach” as defined under
applicable law. All other Personnel should take care to avoid characterizing any Security Incident as
such without direct guidance. In addition, all Personnel aware of or involved in the response to the
Security Incident should resist speculation and limit statements to those that can be substantiated
at the time.
7. Fact Gathering
The Incident Response Team will determine the cause, nature, and scope of the Security Incident.
In some cases, due to mandatory notification timelines, it may be necessary to anticipate
notification requirements before a threat has been fully contained and eradicated. The following
information will be considered:
● The date, time, duration, and location of the Security Incident;
● How the Security Incident was discovered, by whom, and any other known details regarding
method of intrusion, entry or exit points, paths taken, and whether information was deleted,
modified, viewed, etc.;
● What Systems and Networks were affected;
● What type of information is stored on or accessible through those Systems and Networks;
● Whether Personal Information has been or could have been accessed or compromised;
● If Personal Information is involved, who the affected individuals are, where they reside, and,
for each person or category of persons, what information has been affected or compromised;
● Whether there has been a loss of availability, confidentiality, or integrity of Systems and
Networks, including disruption of availability of key Systems and Networks;
● The magnitude of files, records, documents, or devices affected or reasonably believed to
have been affected; and
● Additional relevant factors.
8. Assess Statutory and Regulatory, and Compliance Implications
Data breach notification laws differ in their criteria for when the facts in a Security Incident may
trigger Citian’s public or individual notification obligations, what must be included in the notices
provided, the individuals and entities that may need to be notified, when the notification(s) must
5
issue, and more. It is therefore important when responding to a Security Incident to review the
requirements in all applicable jurisdictions in light of factual circumstances. Human Resources may
consult outside counsel regarding potential obligations.
Generally, the following key factors are necessary or beneficial to any legal analysis regarding
which obligations may apply to a Security Incident:
● Residency of affected individuals: The laws of the jurisdiction in which an affected individual
resides generally determine which law applies to a breach of Personal Information with
respect to that individual.
● Type of Personal Information affected: Certain data breach notification laws, particularly in
U.S. states and territories, only apply and require notifications for a defined set of Personal
Information, including an individual’s first and last name with a social security number, driver’s
license or state-issued identification card, or bank account number with an access code,
among other specific types of Personal Information. The U.S. states of North Dakota and
Washington include name with a date of birth as Personal Information that could trigger
notification obligations. Further, the type of Personal Information affected can impact the risk
of harm analysis discussed below.
● Nature of the Security Incident: Data breach notification laws frequently turn on
unauthorized acquisition of Personal Information, which is roughly analogous to the exfiltration
of data from Systems and Networks by an unauthorized person, or unauthorized access to
Personal Information. Further, the nature of the Security Incident can impact the risk of harm
analysis discussed below, as unauthorized access to Personal Information generally poses
less of a risk of harm than unauthorized acquisition of Personal Information, and both of these
Security Incidents generally pose less of a risk of harm than unauthorized publication of
Personal Information.
● Risk of harm: Some data breach notification laws, including the General Data Protection
Regulation (“GDPR”) in the EU and UK depend on a risk of harm analysis to determine
whether notifications are required under applicable law. The risk of harm analysis may also
affect who must be notified, as in the EU/UK pursuant to the GDPR. Citian will conduct such
a risk of harm analysis when required by applicable law.
● Encryption and redaction: As part of a risk of harm analysis, applicable law may specify that
a notification is not mandatory if the Personal Information affected was encrypted or redacted,
and the means of deciphering such encrypted or redacted information was not compromised.
In such cases, the hashing algorithm, salts, or other means of rendering the information
undecipherable will be key factors in determining whether applicable law would require a
notification.
● Contractual obligations: Citian may have entered into contracts with certain partners that
may include notification requirements. If the Security Incident involves information that is
governed by a contract, the Account Manager should review relevant contracts to evaluate
any notification obligations.
9. Determine Required Notification Timing, Content and Method of Delivery
6
If required under applicable data breach notification laws, Citian will notify regulators, individuals,
consumer reporting agencies, and others in compliance with applicable laws and regulations. Citian
will abide by applicable laws and regulations regarding the timing, content, and method of delivery
of required notifications. Outside legal counsel will:
● Determine the timeline for required notifications, which may be within 24 hours of the
discovery of a breach (for online service providers in South Korea) or within 72 hours of the
discovery of a breach (in the EU, UK, Turkey, Singapore, and other jurisdictions), or earlier,
depending on applicable law.
● Analyze the mandatory and optional contents for any required notifications, as further
described in Section 5, including whether Citian wishes to offer consumer protection services
to potentially affected individuals, including identity and device monitoring services, identity
theft insurance, brochures or other information regarding identity theft, or compensation for
identity theft.
● Assess the required or permitted methods of delivery for such required notifications. For
example, most regulators in the U.S., EU, UK, and Canada have authorized the submission
of notifications by a form or webpage. However, not all fields may be required by law, and
each should be carefully considered. Notifications to individuals may be permitted by email in
some cases; in others, such as particularly large groups of affected individuals, “substitute
notice” involving media publications may be permitted in lieu of specific, personal notice to
such individuals. Outside legal counsel will consider the requirements of applicable law as
well as legitimate business needs in advising Citian regarding a method of delivery for any
required notifications.
Citian may be required or wish to notify:
● Affected individuals, including users or employees;
● Business partners;
● Government agencies or regulators;
● Law enforcement;
● Media; and
● Domain hosting services or search engines, if information was posted on a public website
The Incident Response Team also can consider whether voluntary notifications to individuals,
business partners, law enforcement, search engines, or others may be appropriate in light of such
factors as type of information affected by a Security Incident, mitigating factors, Citian’s reputational
interests, and litigation and regulatory enforcement risk. See Attachment E for a guide on when and
how to notify law enforcement.
It is important that messages to any third parties or public statements by any and all Personnel are
consistent and accurate. In some cases, it may be prudent to acknowledge that not all of the
answers are known while an investigation is ongoing. All external communications should be
reviewed.
7
10. Recover and Remediate
Recovery involves restoring systems to normal operations and should only be undertaken after the
Security Incident is contained and eradicated. Recovery actions may include rebuilding systems,
replacing compromised information from backups, installing patches, changing passwords, and
tightening security of Systems and Networks.
The Incident Response Team will review the events and circumstances surrounding the Security
Incident, as well as all actions taken by Citian and/or other parties. The Incident Response Team
will identify and address gaps or vulnerabilities discovered as a result of the Security Incident, as
appropriate. This review should cover applicable access controls and procedures, intrusion
detection and monitoring solutions, and configurations, tools, and capabilities that can aid in future
Security Incident response efforts.
The Incident Response Team will review this Plan and other relevant policies and determine
whether any changes are warranted in light of lessons learned in the Security Incident and
implement as appropriate; and redistribute any updated documents to Personnel.
11. Annual Review
Annually, members of the Incident Response Team receive a copy of the Plan and will review it. As
needed, the Plan will be modified and approved by the Incident Response Team based upon any
actual or potential Security Incidents that may have taken place, and significant developments in
applicable law.
12. Effective Date
This Incident Response Plan was effective as of February 15, 2024, and as updated below.
12. Revision History
Date of
Revision
Revision
Number
Summary of Changes Revision made
by
Approved
by
2/15/2024 1.0 Plan Initiation R. Westrom S. Houh
6/19/2025 1.1 Annual Policy Review R. Westrom S. Houh
8
ATTACHMENT A – INCIDENT RESPONSE TEAM
Team Contact Name and Title Email
Technology Jianwei Wang, CTO jianwei@citiansolutions.com
Incident Response Manager Jeff Lee, VP Engineering jeff@citiansolutions.com
Board and/or Senior
Management Ryan Westrom, CSO ryan@citiansolutions.com
Account Team Bar Asherov, Account Executive bar@citiansolutions.com
HR Harlen Valenzuela, HR Director harlen@citiansolutions.com
Others may be added to assist with the response to a specific Security Incident as needed,
including outside counsel:
Role Name Phone Number Email
Outside Counsel Demian Ahn, WSGR 202-255-0937 dahn@wsgr.com
Cyber Insurer CFC Underwriting
Limited
844-677-4155 cyberclaims@cfc.com
Core Team Roles
1. Technology
a. Maintain proactive cybersecurity policies and procedures
b. Discover and/or verify cyber incidents
c. Notify Incident Response Team members of Security Incidents
d. Coordinate computer forensic and technical remediation activities
e. Apply corrective actions to technology infrastructure
f. Operational impact and/or overall data exposure assessment
2. Incident Response Manager (IRM)
a. Coordinate communications and activities of the Incident Response Team when it is
activated
3. Senior Management and Board
a. Financial impact and financial data exposure
b. Final determination of SEC reporting obligations
4. Account Team
a. Client relations
b. External and internal communication
9
5. HR
a. Communication to Personnel
b. Employee data exposure issues
6. Legal
a. Assess reporting obligations
b. Provide advice on legal risk
c. Lead and direct privileged investigations
d. Take appropriate steps to assert appropriate privileges
e. Make determinations about whether to inform law enforcement
Optional Team Members
1. Vendors (conducting Security Incident monitoring and/or computer forensics)
2. Partners (if incident involves a teamed account)
3. Public relations vendor
4. Insurance provider
44
Appendix C: Disaster Recovery Plan
Appendix C: Disaster Recovery Plan
Disaster Recovery Plan
Citian
____________________________________________________________________________
Purpose
This policy establishes procedures to recover Citian following a disruption resulting from a disaster. This Disaster
Recovery Policy focuses on technical system recovery and restoration. For business operations continuity, see the
Business Continuity Policy. This Disaster Recovery Policy is maintained by the Citian Chief Technology Officer
(CTO). The Incident Response Team will govern during the disaster recovery period.
Background
The following objectives have been established for this plan:
• Maximize the effectiveness of contingency operations through an established plan that consists of the
following phases:
◦Notification/Activation phase to detect and assess damage and to activate the plan.
◦Recovery phase to restore temporary operations and recover damage done to the original system.
◦Reconstitution phase to restore system processing capabilities to normal operations.
• Identify the activities, resources, and procedures needed to carry out Citian processing requirements during
prolonged interruptions to normal operations.
• Identify and define the impact of interruptions to Citian systems.
• Assign responsibilities to designated personnel and provide guidance for recovering Citian systems during
prolonged periods of interruption to normal operations.
• Ensure coordination with other Citian staff who will participate in the Disaster Recovery Planning strategies.
• Ensure coordination with external points of contact and vendors who will participate in the Disaster Recovery
Planning strategies.
Policy
Examples of the types of disasters that would initiate this plan are natural disasters, political disturbances, man-made
disasters, external human threats, and internal malicious activities.
Citian defines two categories of systems from a disaster recovery perspective:
•Critical Systems. These systems host application servers and database servers or are required for functioning
of systems that host application servers and database servers. These systems, if unavailable, affect the
integrity of data and must be restored, or have a process begun to restore them, immediately upon becoming
unavailable.
•Non-critical Systems. These are all systems not considered critical by the definition above. These systems,
while they may affect the performance and overall security of critical systems, do not prevent Critical systems
from functioning and being accessed appropriately. These systems are restored at a lower priority than critical
systems.
Threat and Risk Assessment and Management
There are many potential disruptive threats which can occur at any time and affect the normal business process. We
have considered a wide range of potential threats and the results of our deliberations are included in this section. Each
Appendix C
potential environmental disaster or emergency situation has been examined. The focus here is on the level of business
disruption which could arise from each type of disaster.
The Citian IT Risk Assessment documents a full detailed assessment of threats.
Testing and Maintenance
The CTO shall establish criteria for validation/testing of a Disaster Recovery Plan, an annual test schedule, and ensure
implementation of the test. This process will also serve as training for personnel involved in the plan's execution. At a
minimum, the Disaster Recovery Plan shall be tested annually. The types of validation/testing exercises include
tabletop and technical testing.
Tabletop Testing
The primary objective of the tabletop test is to ensure designated personnel are knowledgeable and capable of
performing the notification/activation requirements and procedures as outlined in the Disaster Recovery Plan, in a
timely manner. The exercises include, but are not limited to:
•Testing to validate the ability to respond to a crisis in a coordinated, timely, and effective manner, by
simulating the occurrence of a specific crisis.
Technical Testing
The primary objective of the technical test is to ensure the communication processes and data storage and recovery
processes can function at an alternate site to perform the functions and capabilities of the system within the designated
requirements. Technical testing shall include, but is not limited to:
•Process from backup system at the alternate site
•Restore system using backups
•Switch compute and storage resources to alternate processing sites.
Disaster Recovery Procedures
Notification and Activation Phase
This phase addresses the initial actions taken to detect and assess damage inflicted by a disruption to Citian. Based on
the assessment of the Event, sometimes according to the Citian Incident Response Policy, the Disaster Recovery Plan
may be activated by the CTO or an appointed deputy.
Notification Sequence
•The first responder is to notify the CTO. All known information must be relayed to the CTO or an appointed
deputy.
•The CTO is to contact the rest of the Incident Response Team and inform them of the event. The CTO is to
begin assessment procedures.
•The CTO is to notify team members and direct them to complete the assessment procedures outlined below to
determine the extent of damage and estimated recovery time. If damage assessment cannot be performed
locally because of unsafe conditions, the CTO is to follow the steps below.
Damage Assessment
•The CTO is to logically assess damage, gain insight into whether the infrastructure is salvageable, and begin
to formulate a plan for recovery.
Alternate Assessment
•Upon notification, the CTO is to follow the procedures for damage assessment with combined DevOps and
Web Services Teams.
•The Citian Disaster Recovery Plan is to be activated if one or more of the following criteria are met:
◦Citian systems will be unavailable for more than 48 hours.
◦Hosting facility is damaged and will be unavailable for more than 24 hours.
◦Other criteria, as appropriate and as defined by Citian.
•If the plan is to be activated, the CTO is to notify and inform team members of the details of the event and if
relocation is required.
•Upon notification from the CTO, group leaders and managers are to notify their respective teams. Team
members are to be informed of all applicable information and prepared to respond and relocate if necessary.
•The CTO is to notify the hosting facility partners that a contingency event has been declared and to ship the
necessary materials (as determined by damage assessment) to the alternate site.
•The CTO is to notify remaining personnel and executive leadership on the general status of the incident.
•Notification can be delivered via message, email, or phone.
Recovery Phase
This section provides procedures for recovering the application at an alternate site, whereas other efforts are directed to
repair damage to the original system and capabilities.
The following procedures are for recovering the Citian infrastructure at the alternate site. Procedures are outlined per
team required. Each procedure should be executed in the sequence it is presented to maintain efficient operations.
Recovery Goal
The goal is to rebuild Citian infrastructure to a production state. The tasks outlined below are not sequential and some
can be run in parallel.
1.Contact Partners and Customers affected.
2.Assess damage to the environment.
3.Begin replication of new environment using automated and tested scripts. At this point it is determined
whether to recover in Rackspace, AWS, GCP, Heroku, Azure, or another cloud environment.
4.Test new environment using pre-written tests.
5.Test logging, security, and alerting functionality.
6.Assure systems are appropriately patched and up to date.
7.Deploy environment to production.
8.Update DNS to new environment.
Reconstitution Phase
This section discusses activities necessary for restoring Citian operations at the original or new site. The goal is to
restore full operations within 24 hours of a disaster or outage. When the hosted data center at the original or new site
has been restored, Citian operations at the alternate site may be transitioned back. The goal is to provide a seamless
transition of operations from the alternate site to the computer center.
Original or New Site Restoration
•Begin replication of new environment using automated and tested scripts (DevOps)
•Test new environment using pre-written tests (Web Services)
•Test logging, security, and alerting functionality (DevOps)
•Deploy environment to production (Web Services)
•Assure systems are appropriately patched and up-to-date (DevOps)
Version Date Editor Approver Description of Changes Format
1.0 7/5/2024 R. Westrom H. Valenzuela Initial Policy
•Update DNS to new environment (DevOps)
Plan Deactivation
If the Citian environment is moved back to the original site from the alternative site, all hardware used at the alternate
site should be handled and disposed of according to Citian policy.
Revision History
45
Appendix D: Business Continuity Plan
Appendix D: Business Continuity Plan
Business Continuity Plan
Citian
____________________________________________________________________________
Purpose
This policy establishes procedures to recover Citian following a disruption in conjunction with the Disaster Recovery
Plan.
Policy
Citian policy requires that:
• A plan and process for business continuity, including the backup and recovery of systems and data, must be
defined and documented.
• The Business Continuity Plan shall be simulated and tested at least once a year. Metrics shall be measured and
identified recovery enhancements shall be filed to improve the process.
• Security controls and requirements must be maintained at primary and alternate/backup sites during all
Business Continuity Plan activities, and disruptions.
Roles and Responsibilities
This Policy is maintained by the Citian Chief Technology Officer. All executive leadership shall be informed of any
and all contingency events.
Line of Succession
The following order of succession ensures that decision-making authority for the Citian Business Continuity Plan is
uninterrupted. The CEO is responsible for ensuring the safety of personnel and the execution of procedures
documented within this Plan. The Director of Engineering is responsible for the recovery of Citian technical
environments. If the CEO or Director of Engineering is unable to function as the overall authority or chooses to
delegate this responsibility to a successor, the Business Operations Lead shall function as that authority or choose an
alternative delegate.
Response Teams and Responsibilities
The following teams have been developed and trained to respond to a contingency event affecting Citian infrastructure
and systems.
• HR & Facilities is responsible for ensuring the physical safety of all Citian personnel and environmental
safety at each Citian physical location. The team members also include site leads at each Citian work site. The
team leader is the Head of HR who reports to the CEO.
• DevOps is responsible for assuring all applications, web services, platforms, and their supporting
infrastructure in the Cloud. The team is also responsible for testing re-deployments and assessing damage to
the environment. The team leader is the Head of Engineering.
• Security is responsible for assessing and responding to all cybersecurity related incidents according to Citian
Incident Response policy and procedures. The security team shall assist the above teams in recovery as
needed in non-cybersecurity events. The team leader is the Security Officer.
Appendix D
Members of the above teams must maintain local copies of the contact information of the Business Continuity Plan
succession team. Additionally, the team leads must maintain a local copy of this policy in the event Internet access is
not available during a disaster scenario.
Policy
Operational Resilience Strategy
Citian's strategies for operational resilience take a holistic approach to the company and its business process and are
developed with consideration of acceptable limits regarding the company's risk appetite and tolerance. These strategies
are developed through:
•Risk assessment: to identify internal and external threats to the company's ability to conduct business
particularly in the areas of technology, human resources, facilities, and third parties;
•Vulnerability analysis: to identify weaknesses that could raise the level operational disruption risk;
•Business impact analysis: (a) to define mission critical business processes, along with the technology, people
and facilities that enable them; and, (b) to assess the potential effects on the company if those processes
cannot be performed.
Business Impact Analysis (BIA)
The BIA will determine the criticality of business activities to ensure operational resilience and business continuity
during and after a disruption. The BIA will help identify and prioritize system components by correlating them to the
business processes that the system supports. It will allow for the characterization of the impact on the processes if the
system becomes unavailable. The BIA has three steps:
•Determine business processes and recovery criticality.Business processes supported by the system are
identified and the impact of a system disruption to those processes is determined along with outage impacts
and estimated downtime. The downtime should reflect the maximum that an organization can tolerate while
still maintaining the mission.
•Identify resource requirements.Realistic recovery efforts require a thorough evaluation of the resources
required to resume mission/business processes and related interdependencies as quickly as possible. Examples
of resources that should be identified include facilities, personnel, equipment, software, data files, system
components, and vital records.
•Identify recovery priorities for system resources.Based upon the results from the previous activities,
system resources can more clearly be linked to critical mission/business processes. Priority levels can be
established for sequencing recovery activities and resources.
•See Appendix A for the BIA breakdown.
Work Site Recovery
In the event a Citian facility is not functioning due to a disaster, employees will work from home or locate to a
secondary site with Internet access, until the physical recovery of the facility impacted is complete.
Citian’s software development organization has the ability to work from any location with Internet access and does not
require an office provided Internet connection.
Application Service Event Recovery
In the event of a service disruption, Citian will provide direct updates to customers by email or a similar channel in
accordance with SLAs. Communications will include estimated time to restore service when such information is
knowable.