Loading...
HomeMy WebLinkAboutRouteware, Inc. - Services Agreement - 4/5/2021 ROUTEWARU Order Form Order#: Q-00405-2 Term: 36 Months Date: 2/25/2021, 1:41 PM Routeware Global Expires On: 5/1/2021 16525 SW 72nd Ave Portland,Oregon 97224 United States Phone:(593)906-8500 Fax:(503)906-8544 Email:info@routeware.com Ship To Bill To Scott Brunson City of Waterloo City of Waterloo 3505 Easton Ave. 3505 Easton Ave. Waterloo, Iowa 50702 Waterloo, Iowa 50702 United States United States (319)291-4455 x3664 soott.brunson@waterloo-ia.org SALESPERSON PHONE EMAIL PAYMENT TERMS Dan Cunnane (503)906-8530 1 dcunnane@routeware.com Net 45 Statement of Confidentiality & Non-Disclosure This document contains proprietary and confidential information.All information and data submitted to City of Waterloo is provided in reliance upon its consent not to use or disclose any information contained herein except in the context of its business dealings with Routeware Global.The recipient of this document agrees to inform present and future employees of City of Waterloo who view or have access to its content of its confidential nature.The recipient agrees to instruct each employee that they must not disclose any information concerning this document to others except to the extent that such information is generally known to, and is available for use by,the public.The recipient also agrees not to duplicate or distribute or permit others to duplicate or distribute any material contained herein without Routeware Global's express written consent. Routeware Global retains all title,ownership and intellectual property rights to the material and trademarks contained herein, including all supporting documentation,files, marketing materials, and multi-media BY ACCEPTANCE OF THIS DOCUMENT THE RECIPIENT AGREES TO BE BOUND BY THE AFOREMENTIONED STATEMENT 0-00405-2-2/2512021,1:41 PM Page 1 of 4 Hardware PRODUCT UNIT QTY UNIT PRICE EXTENDED Heavy Duty Tablet 10"v2-Windows-with Each 11.00 USD 1,775.00 USD 19,525.00 Full Install Kit RFID Reader for Heavy Duty Windows Each 11.00 USD 1,550.00 USD 17,050.00 Camera Controller(Camera Not Included) Each 11.00 USD 475.00 USD 5,225.00 Standard HD Camera for Camera Controller Each 44.00 USD 90.00 USD 3,960.00 with Cable Monitor for Camera Controller Each 1.00 USD 40.00 USD 40.00 Camera Connector Kit for Heavy Duty Each 11.00 USD 95.00 USD 1,045.00 Windows Camera Power Kit for Windows and Heavy Each 11.00 USD 30.00 USD 330.00 Duty Tablet RFID, Reader, Handheld UHF Each 1.00 USD 375.00 USD 375.00 Hardware TOTAL: USD 47,550.00 Services PRODUCT UNIT QTY UNIT PRICE EXTENDED Vehicle Installation Each 11.00 USD 300.00 USD 3,300.00 RFID Installation Each 11.00 USD 300.00 USD 3,300.00 Camera System Installation Each 11.00 USD 300.00 USD 3,300.00 Additional Camera Installation Each 33.00 USD 150.00 USD 4,950.00 Project Management and Training Each 1.00 USD 15,000.00 USD 15,000.00 Services TOTAL: USD 29,850.00 Support Fees PRODUCT UNIT QTY UNIT PRICE EXTENDED Monthly Service Fee Per Month 11.00 USD 149.00 USD 1,639.00 RFID System Fee Per Month 11.00 USD 45.00 USD 495.00 Picture Service Fee Per Month 11.00 USD 45.00 USD 495.00 RouteMaker Support Per Month 1.00 USD 497.92 USD 497.92 Cloud Hosting Per Month 1.00 USD 599.00 USD 599.00 Cellular Data Charge(RD) Per Month 11.00 USD 15.00 USD 165.00 Support Fees TOTAL: USD 3,890.92 Q-00405-2-212512021,1:41 PM Page 2 of 4 Payment Terms- Hardware and Software: 100%due upon execution and prior to shipment Support Fees: Due quarterly in advance per Support Plan terms and conditions Services: Due upon receipt of invoice Terms&Conditions Information This Order and all products and services herein are subject to and limited to the terms and conditions contained in Routeware's Master Terms located at hftp://www.routeware.com/Clients.Any purchase orders issued in response to this Order,will be deemed acceptance of such terms. http:/Avww.routeware.com/Clients Username: routeware Password:RWCllentl! Prices are exclusive of any federal, state, or local taxes.The customer is responsible for all federal,state, and local taxes. This system requires a specific server to operate Routeware software,which may need to be purchased separately. This system requires cellular connectivity for each vehicle which may need to be purchased separately. If route sequencing by Routeware is a requirement, additional professional services fees may apply. On-Board Computer software is sold as a perpetual license, allowing the license to be activated on replacement hardware. Any lapse in support voids perpetual license. Pricing does not include freight cost or travel expenses,which will be invoiced as they are incurred. Monthly Fees include the following: 1. CPU support 2. Monitor support 3. Camera support 4. Modem support 5. Cabling support 6. One-year warranty on hardware 7. Troubleshooting software in the vehicle 8. Troubleshooting the back office server 9. Routinely updating software in the vehicle with patches and fixes 10. Routinely updating software on the server with patches and fixes 11. Troubleshooting and monitoring the cellular network 12. Providing new functionality to vehicle software at no additional cost 13. Providing new functionality to back office software at no additional cost 14. Providing phone support 15. Imaging hardware with software 16. Performing hardware warranty work(for hardware purchased from Routeware) 17. Years of continuing research on the type of hardware that customers should purchase 18. Supporting and troubleshooting the RMS/billing interface 19. Consulting about best practices in waste fleet automation Q-00405-2-2/2512021,1:41 PM Page 3 of 4 City of Waterloo Signature: ^n ,A J� Date: `Y/S/2-6 Z` Name(Print): Ve,� �� Title: �A�6 Ye Routeware Global Signature: Date: Name(Print): Title: Please sign and email to Dan Cunnane at dcunnane@routeware.com or fax to(503)906-8544 Q-00405-2-2/25/2021, 1:41 PM Page 4 of 4 ROUTEWARE MASTER SALES AND LICENSE AGREEMENT This document lists the terms and conditions under which Routeware, Inc.,a Delaware corporation with offices located at 16525 SW 72 n'Avenue, Portland, OR 97224("Routeware"), is willing to sell products and services to the entity described in Routeware's Proposal and listed in an Order Form issued by Routeware ("Customer"). Together with an order form signed by Customer("Order' or"Order Form"),these terms and conditions form a "Master Agreement"with respect to the Products and Services listed in the Order to furnish, install, and deliver a complete working system ("System").The signing of an Order Form or issuance of a Purchase Order by the Customer and/or use of Services,shall be deemed conclusive evidence of the Customer's acceptance of the terms of this Master Agreement.The Routeware Support Plan Terms&Conditions,Cloud Hosting Service Level Agreement, and this Master Agreement together form the contract between the parties pertaining to the subject matter of this Agreement. TERMS AND CONDITIONS 1. GENERAL ORDERING PROCESS 1.1 Ordering. From time to time, Routeware may sell to Customer hardware products (including all on- board computers and peripheral devices,such as the RCore devices) ("Hardware") and software products ("Software") (together, "Products"), and related Support(as defined in Section 2)and/or other installation, support,consulting, software development, or disaster recovery services (collectively, "Services"), all pursuant to an authorized Order Form issued by Routeware that is signed by Customer. 1.2 Delivery. Routeware will use reasonable efforts to meet the delivery dates for Products and Services that are specified in an Order.All Product shipments shall be delivered to Public Works Building, 625 Glenwood Street,Waterloo, Iowa 50703. All Product shipments shall be shipped FOB destination. Customer shall be responsible for freight expenses.All Products are subject to Customer inspection,testing and acceptance before it can be deemed "Accepted", and are subject to Customer's right to inspect same and,at the expense of Routeware,to return to Routeware and to have replaced by Routeware any Products found to be damaged or defective before installation. Delivery delay or default of any installment shall not relieve the Customer of its obligation to pay for services provided by Routeware or accept remaining deliveries of product. 1.3 Testing and Acceptance.The Customer shall have the right to inspect and/or to test the Products to confirm their conformity to the Proposal. Upon installation and commissioning of the System the Customer will test the System performance against the Proposal. Routeware may elect to be present for testing. If the System performance is found satisfactory,the Customer will accept the System. Routeware shall furnish the Customer access to Product information and data, if any needed for testing, at no charge to the Customer.Acceptance will also be considered to have occurred if Customer"goes live"with the system by placing the system into production using live routes. 1.4 Payment Terms. Each Order sets forth the amounts due for all Products and Services that it covers (the "Fees"). Unless otherwise stated in an Order, Customer will pay all invoiced Fees in United States Dollars within sixty(60) days following the date the invoice is received by invoice date.Any Fee not paid when due will bear a late payment charge of 1.5%per month compounded daily from the due date until the date paid,or such lower rate as allowed by applicable law. All Fees are non-refundable. Customer will reimburse Routeware in full for any and all collection costs incurred by Routeware. Routeware may, at its option, delay the delivery of Products and/or suspend Services and Support until all overdue Fees and late charges have been paid in full. If Routeware permits delayed payment or otherwise finances any purchases of Products by Customer, (a)Customer grants to Routeware a first priority, purchase money security interest in such Products as collateral until payment is made in full, (b) Routeware will enjoy all rights and remedies available to it with respect to such collateral under Confidential Rev.4.2019 applicable law, (c)Customer will take all steps reasonably requested by Routeware to facilitate such security interest, and (d)Customer will not transfer nor permit any other security interests or liens to be applied to such Products until payment is made in full.Customer is a tax-exempt municipality and is not liable for taxes, including but not limited to sales taxes for goods and services procured by Routeware from a third party for the Customer. 2. SOFTWARE LICENSES;SUPPORT 2.1 Truckware License. "Truckware" means all Software that is pre-loaded and operates on the hardware that is integrated into the Customer's vehicle fleet, whether sold by Routeware or certified and approved by Routeware in writing.Subject to the provisions of the Agreement and subject to Customer continuing to maintain Support per Section 2.3, Routeware grants a limited, non-transferrable,perpetual license to Customer to operate the Truckware on the specific hardware product on which it was originally loaded or a replacement product approved by Routeware (whether sold by Routeware or certified and approved by Routeware), in accordance with the user guides,specifications, and other documentation provided by Routeware for that Truckware (the "Documentation"), and up to the number of trucks authorized on the Order provided that Customer maintains a current support plan. Under no circumstances may Customer load Truckware on hardware(including computers and peripherals)that is not sold or certified and approved by Routeware. 2.2 Officeware License. "Officeware" means all Routeware-supplied,server-based Software that is provided to Customer for installation and use for reporting,status checking, alert management, dispatching, and other purposes either locally or remotely.Subject to the provisions of the Agreement, Routeware grants a limited, non-transferrable license during the License Period to Customer to install a single instance of the server version of Officeware on a networked server and to allow up to ten (10) users to use the client version of Officeware,all in accordance with its respective Documentation. The Officeware license will continue in force for the period listed on the applicable Order,or if no such period is stated,for automatically renewing periods of one (1)year started from the Order date(in either case,the "License Period"),subject to either party electing against renewal by notifying the other party in writing at least ninety(90) days prior to the end of the then-current License Period. 2.3 Support.All support services for Software listed in an Order are further subject to the terms and conditions listed under Support Plans Terms &Conditions("Support'). 2.4 Restrictions; Reservation of Rights. Customer agrees not to(and to not enable any third partyto): (a) reverse engineer or otherwise attempt to discover the source code of or trade secrets embodied in the Software(except to the extent required by law or as necessary for interoperability purposes as required under terms and conditions required by the providers of Third-Party Products); (b)distribute,transfer,grant sublicense to, or otherwise make available the Software or Documentation to third parties, including making the Software or Documentation available(i)through resellers or other distributors,or(ii) as an application service provider, service bureau,or rental source; (c) embed or incorporate in any manner all or part of the Software into other applications of Customer or third parties other than as authorized in applicable Documentation; (d)create modifications to or derivative works of the Software; (e) reproduce the Software (except that Customer may make up to two archival copies of the Officeware solely for backup purposes); (f)attempt to modify,alter, or circumvent any license control and protection mechanisms within the Software; (g) use or transmit the Software in violation of any applicable law, rule or regulation, including any export/import laws;and (h) remove,obscure or alter any copyright notices or any name,trademark,service mark,tagline, hyperlink or other designation included on any display screen within the Software. All Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101(OCT 1995),and more specifically is "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Other than as stated in this Agreement, Routeware grants Customer no other right,title or interest in any Software. Confidential Rev.4.2019 2.5 Infringement. Upon notice of an alleged infringement,or if in Routeware's opinion such a claim is imminent, Routeware shall,at its option,to obtain the right for Customer to continue to use the software, substitute other software or programs with similar operating capabilities,or modify the Software so that it is no longer infringing. In the event that the foregoing options are not reasonably available, Routeware may terminate this Agreement upon written notice to Customer and refund to Customer prepaid but unused maintenance fees. 2.6 Intellectual Property Infringement Indemnity. Routeware, at its sole expense, agrees to defend and indemnify Customer against any third party claim that Customer's use of the Software, as delivered by Routeware to Customer and used in accordance with this Agreement and the Documentation, directly infringes a third party copyright, patent issued by the U.S. Patent and Trademark Office, or misappropriates a trade secret, provided that: (i) Customer notifies Routeware in writing within thirty(30) days of the claim; (ii) Routeware has sole control of the defense and all related settlement negotiations, as long as such settlement shall not include a financial obligation on Customer; and (iii)Customer provides Routeware with the information,assistance and authority to enable Routeware to perform Routeware's obligations in this Section. Routeware shall have no liability or obligations for an infringement claim pursuant to this Section to the extent that it results from: (a) modifications to the Software made by a party other than Routeware, if the claim would not have occurred but for such modifications; (b)the combination, operation or use of the Software with non-Routeware equipment, devices,or data, unless the claim would not have occurred but for the use of the Software in the combination, operation or use; (c)the use of an unsupported version of the Software; (d) use of the Software outside the scope of this Agreement or the documentation; (e) Routeware's use of any designs, plans, instructions,specifications,diagrams or the like, provided by Customer; or(f)Customer's failure to use all applicable enhancements and upgrades to the Software made available to Customer by Routeware, if the claim would not have occurred but for such failure. Nothing in this provision shall be construed as a limitation on Customer's ability to retain legal counsel at its own expense to monitor the proceedings. 3. CLOUD HOSTING.All cloud hosting services are subject to the terms and conditions listed under the Cloud Hosting Service Level Agreement found at the time the Agreement is entered into at http://www.routeware.com/Clients. 4. OTHER SERVICES.All other Services provided by Routeware under an Order are further subject to a statement of work issued by Routeware. Routeware will perform such Services in a professional,competent and workmanlike manner in accordance with the prevailing standards in Routeware's industry. Customer acknowledges that the timely and successful performance of Services requires good faith cooperation by Customer.Therefore, Customer shall furnish all information,access, assistance and services reasonably requested by Routeware. In the event that any failure by Customer to comply with the provisions of this Section 5 results in any delay in performance of the Services by Routeware, Routeware shall not be deemed in breach of the Agreement for such delay. Customer shall reimburse Routeware for all expenses reasonably incurred in the performance of Services,as such have been approved in advance by Customer. Except with respect to any Customer Confidential Information or pre-existing intellectual property included therein (collectively, "Customer Property"),Routeware will retain all right,title and interest in and to all deliverables and work product(including any and all intellectual property rights therein)generated as a result of the Services. Customer's rights to the deliverables and work product shall be the same as the rights granted to Customer under this Agreement with respect to the applicable Hardware and Software. S. AUDITS. During any time that Customer is using Hardware or Software under an Agreement, and for one year thereafter, Routeware will have the right to perform an audit not more than once each year to verify that Customer is using the Products in compliance with this Agreement.The audit will include at a minimum Routeware having access to all Software, Hardware, Documentation and related Customer equipment(including all servers and personal computers that contain Officeware,and any hardware that contains Truckware).The audit will be performed from Monday through Friday, between 8:00 a.m. and 5:00 p.m. local time,and upon not Confidential Rev.4.2019 less than 15 days' prior written notice to Customer. The audit will be conducted at Routeware's sole cost and expense,subject to reasonable security and access restrictions. Customer will be permitted to have Customer personnel present during the audit. If an audit conducted under this Section discloses that Customer has underpaid by more than 3%any amounts payable under this Agreement during the period covered by the audit, Customer will pay Routeware the amount of that underpayment and, in addition,will reimburse Routeware's reasonable and actual costs for that audit. 6. TRANSFER.The Customer has the right to transfer any and all fleet hardware and software from a decommissioned truck to another truck after notifying Routeware without affecting the conditions of the Agreement. 7. REPRESENTATIONS AND WARRANTIES;DISCLAIMER 7.1 Mutual. Each party represents and warrants to the other party that: (a) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts this Agreement requires of it; (b) the execution of this Agreement and performance of its obligations under this Agreement do not and shall not violate any other agreement to which it is a party; (c)when executed and delivered this Agreement constitutes the legal,valid and binding obligation of such party;and (d)any and all activities it undertakes in connection with this Agreement shall be performed in compliance with all applicable laws, rules and regulations. 7.2 Products. (a) Subject to the exceptions listed below in part(b), Routeware warrants (i)that the Hardware supplied under this Agreement is new, unused, of the most recent or current models that have been certified by Routeware,and that they incorporate all recent improvements in design and materials. Routeware further warrants that the Products will be free from material defects arising from design, materials, or workmanship, , or and will operate in all material respects in accordance with its applicable Documentation (the"Hardware Warranty")for one year from the date of initial delivery or renewal (the"Hardware Warranty Period");and (ii) for a period of twelve(12) months from the date of initial delivery(the"Software Warranty Period")the Software will perform in substantial conformance with its Documentation. Customer may purchase renewals of the Hardware Warranty Period through extended service plans made available by Routeware in its discretion. Following the end of the Hardware Warranty Period, Routeware will have no further obligation to repair or support the applicable Hardware. (b) Routeware's entire liability and Customer's exclusive remedy for any reported breach of the Hardware Warranty or Software Warranty will be repair or replacement of the defective Product. All claims must be received by Routeware promptly upon discovery of any defect, and in no event after expiration of the applicable Warranty Period.The foregoing Hardware and Software Warranties do not apply to any defect or failure to operate that is attributable to: (i)Customer's misuse or abuse of or failure to maintain the Product; (ii) Customer's failure to operate the Product in accordance with Routeware's Documentation; (iii)any change made to the Product by Customer without Routeware's written approval; (iv)any defect, limitation or incompatibility in any equipment or other component installed by Customer; (v) any accident, catastrophe,act of God, or interruption or fluctuation in electrical power supplies; (vi)any material change in Customer's business or in the operating conditions under which the Product is used; (vii)translations;or(viii)Third-Party Products. 7.3 Disclaimer.THE WARRANTIES OF THIS SECTION 7 ARE THE EXCLUSIVE WARRANTIES OFFERED BY EITHER PARTY AND NEITHER PARTY MAKES ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED(EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY,AS TO ANY MATTER WHATSOEVER. ALL OTHER CONDITIONS AND WARRANTIES, INCLUDING ANY CONDITIONS OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, MERCHANTABILITY AND THOSE THAT ARISE FROM Confidential Rev.4.2019 ANY COURSE OF DEALING OR COURSE OF PERFORMANCE,ARE HEREBY DISCLAIMED EXCEPT AS EXPRESSLY PRESERVED BY THIS AGREEMENT. 8. LIMITATION OF LIABILITY 8.1 INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BYLAW AND EXCEPT WITH RESPECT TO THE FAILURE TO PAY AMOUNTS PROPERLY OWED,SECTION 10.1 (CONFIDENTIALITY),OR VIOLATIONS OF ROUTEWARE'S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY,WHETHER UNDER THEORY OF CONTRACT,TORT OR OTHERWISE, FOR ANY INDIRECT DAMAGES THAT ARISE FROM OR RELATE TO THIS AGREEMENT(INCLUDING LOST PROFITS AND ANY OTHER INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES),WHETHER FORESEEABLE OR NOT AND WHETHER ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8.2 TOTAL LIABILITY.TO THE MAXIMUM EXTENT PERMITTED BYLAW AND EXCEPT WITH RESPECT TO THE FAILURE TO PAY AMOUNTS PROPERLY OWED, BREACHES OF SECTION 10.1 (CONFIDENTIALITY), OR VIOLATIONS OF ROUTEWARE'S INTELLECTUAL PROPERTY RIGHTS, EACH PARTY'S AGGREGATE CUMULATIVE LIABILITY TO THE OTHER IN CONNECTION WITH THIS AGREEMENT(INCLUDING ANY WARRANTY CLAIMS) WILL NOT EXCEED, IN THE AGGREGATE AND REGARDLESS OF WHETHER UNDER THEORY OF CONTRACT,TORT OR OTHERWISE,THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER TO ROUTEWARE IN THE 12 MONTHS PRIOR TO THE EVENT THAT GAVE RISE TO LIABILITY. 8.3 EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE RISK BETWEEN THE PARTIES.THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT,AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THE REMEDIES IN THIS AGREEMENT HAVE FAILED OF THEIR ESSENTIAL PURPOSE. 9. TERM AND TERMINATION 9.1 Term of Agreement.This Agreement begins on the Effective Date (defined as the order form signature date or purchase order date) and continues until terminated pursuant to this Section 9. 9.2 Termination Rights.This Agreement may only be terminated as follows: (a) by mutual, written agreement of the parties; (b) by either party if the other party materially breaches this Agreement,and does not cure the breach within 30 days after receiving written notice from the non-breaching party; (c) by either party if such party elects to not renew all License Periods;or(d) by either party if the other party makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any proceeding under the U.S. Federal Bankruptcy Act or any other foreign or domestic statute, law, rule or regulation relating to insolvency or the protection of rights of creditors, which proceeding is not dismissed within 60 days. 9.3 Effect of Termination. Upon any termination of this Agreement,without prejudice to any other rights or remedies which the parties may have,the following applies: (a) Customer shall immediately cease all use of all Hardware and all Software; (b) all other rights and obligations immediately cease, except that Sections 1.3, 2.3, 2.4, 6, 7.3,8, 9.3, 10, and 11 shall survive termination; (c) upon written demand,each party as a receiving party will return or destroy all of the other party's Confidential Information;and (d) Customer will immediately pay Routeware any undisputed amounts still outstanding. 10. CONFIDENTIAL INFORMATION; PUBLICITY Confidential Rev.4.2019 10.1 Confidential Information. Both parties recognize that they may each receive (as a "Recipient")from the other(as a "Discloser") certain confidential and valuable proprietary information that is identified pursuant to the terms of this Section 10.1 as confidential (collectively,the "Confidential Information"). Both parties agree to identify any Confidential Information as follows: if written,with a written legend that says "confidential"or a similar term;or if verbal, by identifying the information as confidential when disclosed,and then sending the Recipient a written confirmation of that confidential status within 30 days after disclosure. Notwithstanding the foregoing, Documentation and Software are Routeware Confidential Information.A Recipient will not,without the Discloser's prior written consent, disclose Confidential Information to any person other than those of its employees, independent contractors or consultants who need to know it for the purposes of this Agreement and who are bound by confidentiality agreements with the Recipient that are at least as protective as this section.A Recipient may only use Confidential Information for the purpose of this Agreement.A Recipient will handle any Confidential Information with the same care as it does its own Confidential Information, but in any event no less than reasonable care. None of the provisions of this section, however,apply to any Confidential Information that meets any one of the following criteria: (a)information possessed by the Recipient without restriction prior to receiving it from the Discloser, provided that the Recipient can demonstrate such possession; (b) information that the Recipient developed independently and without use of or reference to the Confidential Information,as documented by its written records; (c) information that the Recipient receives from another party who is not in breach of any of that party's obligations as a result of that disclosure;or(d) information that the Discloser intentionally discloses to any other party without any restriction on confidentiality. Additionally, a Recipient may disclose Discloser's Confidential Information to the extent that a court or other governmental body orders such Confidential Information disclosed by the Recipient, provided that the Recipient promptly notifies the Discloser of such order and provides the Discloser with notice and opportunity to contest it, if possible.These obligations shall survive the termination of this Agreement for a period of five(5)years, except with respect to any source code, which will remain protected until it is no longer Confidential Information.This Section does not intend to grant a Recipient any ownership interest or license or right to any intellectual property rights of the Discloser. 10.2 Terms; Publicity.The parties will keep the terms and conditions of this Agreement confidential and will not divulge any of this information to any third party except as follows: (a)with the prior written consent of the other party; (b)as otherwise may be required by law or legal process; (c) during the course of litigation,so long as the disclosure is restricted in the same manner as is the confidential information of other litigating parties; and in confidence to its legal counsel, accountants, banks,and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to this Agreement; provided that, in (b)and (c)above,to the extent permitted by law,the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including seeking a confidential treatment request or protective order whenever appropriate or available, and the disclosing party will provide the other party with at least 10 days' prior written notice of such disclosure. Neither party may use the other party's trade names, trademarks or service marks,or engage in any publicity regarding this Agreement or its subject matter,without the other party's express written consent,which will not be unreasonably withheld or delayed. 11. MISCELLANEOUS 11.1 Independent Contractors.The parties are independent contractors with respect to each other, and nothing in this Agreement shall be construed as creating an employer-employee relationship, a partnership, agency relationship or a joint venture between the parties. 11.2 Force Majeure. Each party will be excused from any delay or failure in performance hereunder, other than the payment of money, caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to acts of God, earthquake, labor disputes and strikes, riots,war and Confidential Rev.4.2019 governmental requirements.The obligations and rights of the party so excused will be extended on a day-to- day basis for the period of time equal to that of the underlying cause of the delay. 11.3 Assignment. Neither party may assign its rights or obligations under this Agreement to any other person or entity,except for assignment and transfer of all of a party's rights and obligations under the following circumstances: (a) with the express written consent of the other party,which may not be unreasonably delayed or withheld; (b)as part of a re-organization or restructuring; (c)to the surviving entity of a merger transaction;or (d)to the purchaser of a Controlling Interest in,or more than 50%of,the assets of the assigning party. A "Controlling Interest" means more than 50%of the total outstanding voting stock of the assigning party. Any attempted assignment or delegation in violation of this section is void.Subject to the foregoing,this Agreement will bind and inure to the benefit of the parties and their respective successors and assigns. 11.4 Changes&Waivers.This Agreement may not be modified except by the mutual written consent of the parties. No waiver of any breach of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach, and no waiver is effective unless made in writing and signed by an authorized representative of the waiving party. 11.5 Governing Law;Jurisdiction.The laws of the State of Iowa,without regard to conflict of laws rules,govern the interpretation and enforcement of this Agreement.The United Nations Convention on Contracts for the International Sale of Goods will not apply.The parties agree with and submit to the state or federal courts located in Black Hawk County, Iowa as the exclusive venue and jurisdiction for any and all disputes arising from or relating to this Agreement. Each party waives any objection (on the grounds of lack of jurisdiction,forum non conveniens or otherwise)to the exercise of such jurisdiction by these courts. 11.6 Arbitration. Customer agrees that any and all controversies, claims, or disputes arising out of this Agreement, including any breach of this Agreement,shall be subject to binding arbitration under the Arbitration Rules set forth by the American Arbitration Association (the"Rules")and pursuant to Iowa law. Disputes that Customer agrees to arbitrate, and thereby agrees to waive any right to a trial by fury, include any statutory claims under state or federal law.The place of arbitration shall be Waterloo, Iowa. Iowa State law shall apply.Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.The number of arbitrators shall be one (1).The arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior to any arbitration hearing.The arbitrator shall issue a written decision including findings of fact and conclusions of law on the merits of its award.The arbitrator shall have the power to award any remedies, including reasonable attorneys'fees and costs,available under applicable law. 11.7 Attorney Fees.The prevailing party in any litigation between the parties regarding this Agreement shall be entitled to recover reasonable attorney's fees and other costs from the other party.These fees and other costs are in addition to any other relief to which the prevailing party may be entitled. 11.8 Conflicts;Order of Precedence. In the event that any term of this Agreement conflicts with governing law or is held to be ineffective or invalid by a court of competent jurisdiction, such term will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remaining terms of this Agreement shall remain in full force and effect.This Agreement controls any conflicts between any of its provisions and those of any Order. 11.9 Integration.This Agreement and the Orders together constitute the entire agreement between the parties with respect to the Products and Services and supersede all prior and contemporaneous discussions, negotiations, communications or agreements regarding the same subject matter.The terms on any purchase order, invoice, or other ordering document will have no effect and are hereby rejected. Confidential Rev.4.2019 11.10 Notices. Unless stated otherwise,all notices,consents and approvals under this Agreement must be delivered in writing by courier, by facsimile,or by certified or registered mail(postage prepaid and return receipt requested)to the other party at the address set forth on at the beginning of this Agreement, and are deemed delivered when received. Either party may change its address for notices by notice to the other party given in accordance with this Section 12.10. 11.11 Counterparts.This Agreement may be executed in counterparts, each of which will be deemed to be an original and together will constitute one and the same agreement.This Agreement may also be executed and delivered by facsimile and such execution and delivery will have the same force and effect of an original document with original signatures. 11.12 Headings; Interpretation. Headings are used in this Agreement for reference only and will not be considered when interpreting this Agreement. As used in this Agreement, "includes" (or"including") means without limitation. Confidential Rev.4.2019 'ROUTE ARE SUPPORT PLAN TERMS -& CONENTIONS, This document provides more specifics about the Routeware Support Plan,It is subject to the provisions of the Routewore Master Sales and License Agreement and all related0rders(collectively,the"MasterAgreement") between Routeware and its customer("Customer),AnV capitaii7ad Wd-rdahot defined in thIV Support Pion are defined in the Master Agreement. Customer must have purchased aSupport Plan,for BOY of tfiv­termis and conditions below,toappiy, GENERAL Plan Corpth the first dgy6f the month folltfwirtRtha0 acceptance of a fully,installed and working system or 90 days after execution,whichever comes:first.Suppart Plan feesmay beinvadred prior to, on,or after Support Plan commencement. Invoices are due thirty[30)days from Sup ft FW coin roeftertient date or thirty(30)dafttom receipt of invoice,Whichever cornea Wt, Plan Duration.Al Support Plans cover 12­morlxh periods beginning on the Effective Hate and and ant(1)Vear thereafter fa'Plan Year"). First year support Will he prorated based on the Plan Commencement date,All Support Plans automatically renew on the anniversary of the Effective Date unless Routeware,a gaiyas from Customer a written notice of non-renewal no later than Sixty(60)days prior to the end of the Plain Year, Support Plans are not cancellable outside the notice period. Billing.Customer may pay upfffor oaes . ariontire Plan Year, if a discount soffered, or quarterly.All fees ars r aim' on or before the co m me ncatrient afthe Support period, provided ed that ar ti m ely and proper i invoice has been submitted by Routeware.The Customer is a municipal entity and requires up to 30 days to proms invoices If Customer-fa(lis to pay any am otifitt when due, Routeware may, at its option,suspend all Su ppi6ft'N"Is,or continue to provide all o r part the Support Plan at the applicable time and m4, teria Is rate, in either case until such time as the Customer's awo.ont is paid in full (including all Reinstatement Fees). Support Plan payments are non-refundable. Third Party,Vtsindor-Specific Su Aport Term.Customer must remain an asupported envi rorim#ot—inbluxi Ing applications and hardware platforms—to receive any Support Plan.Customer may be required to upgrade to a current Routeware-certified andsupported third party application,hardware platform,framework,database, and/or operating system configuration to continue rociaiv ing a Support Plan, Routeware shall evaluate the Customer's existing equipment and systems and shall inform Costurner of required third party components and estimated component costs before the proposal can be approved by the Custorner. Routeware will provide descriptions of the typical third-party compi*nknts normally needed,Cust4trier'realizes that some upgrading is normal and expected such as latest WirWW4 ESRI,or PC hardware, however the upgrade shalt be reasonable and shall not cause excessive financial burden on the Customer. End of Lifer Support Plan are not,available on any hardware that Routeware has declared as end-of-life("EOL!'). Support Outside of Warranty Period.Any Support(invivding,repair word)performed kicy Routeware outsideof a warranty period is subject to a,Time and Materials Rate of$1,95.00 per hour for hardware repair tabor),W04 In 15 minute increments, plus the cost of parts in accordance with Routeware spare parts pricing. SUPPORT PLAN Coverage_A Support Plan covers all Software(e.g,.Truckw;kirand Wiceware)and Hardware purchased or Confidential Rev. 1.2017 licensed by Customer from Routeware (excluding any Software or Hardware that has reached EOL, as announced by Routeware). It includes the provision of Technical Support and Updates (each defined below) during a Plan Year. Unless stated otherwise by Routeware in writing, Support for a given version of Software is available for three years from the date of release. [remainder of page blank] Confidential Rev. 1.2017 Reinstatement. Should the Customer decide to add Software Support following a period in which a Software Support Plan was not in place, in addition to paying for the current Plan Year, Customer must pay a Reinstatement Fee covering the lapse period (prorated daily) at a price equal to 150%of the Software Support Plan price at the time of reinstatement. Technical Support.A Software Support Plan includes technical support by phone and email, during the hours of 8:00 a.m.to 5:00 p.m. Pacific, Monday through Friday, excluding the following Routeware holidays: • New Year's Day • Memorial Day • Independence Day(US) • Labor Day • Thanksgiving Day • Day after Thanksgiving • Christmas Day Any support outside of these time frames is subject to Routeware discretion and will be further subject to an additional charge of$195 per hour, billed in 15-minute increments.Any on-site support requires a professional services engagement, as documented in a statement of work. Technical Support may also include the following: • Certification with third-party products/versions • Assistance with service requests during published support hours • Access to on-line support • A diagnosis of problems or issues of the supported Software Routeware shall use industry level commercially reasonable efforts to meet the response and resolution times listed in the table below. Updates.A Software Support Plan includes the provision of Updates. "Update" is defined as a subsequent release of Software which Routeware makes generally available to its customers who have purchased a Support Plan. Updates typically include bug fixes, patches, and feature enhancements. Updates typically do not include any new functionality that constitutes a new product(which is so designated at Routeware's sole discretion)for which Routeware charges a separate fee. Updates are provided as and when available (as determined by Routeware). Routeware develops Updates in its discretion, and has no obligation to develop any specific feature or functionality. Updates are made available by delivery(which may be subject to a shipping and handling charge)or by download, in Routeware's discretion. If delivered,Customer will receive one copy for each supported operating system for which Software licenses were ordered. Customer shall be responsible for copying,downloading,and installing any Updates. Updates are subject to the terms and conditions of the Master Agreement, and are covered by the same license as the Software to which the Updates pertain. Confidential Rev.1.2017 Customer Obligations. Software Support is conditioned on the Customer doing the following: (a)will use commercially reasonable efforts to provide Routeware with the necessary access (e.g., access to server files, log files, application software or database extracts) required to provide Software Support; (b) will designate and identify by name, phone number, e-mail address, and other appropriate contact methods, Customer Contacts, whom shall be the only personnel authorized to communicate with Routeware regarding Software Support; (c) will apply all Updates, bug fixes,critical patches and configuration recommendations according to Routeware's instructions promptly following delivery;and (d)will provide Routeware with remote online access via the Internet to all Hardware (including all on-board units),Software and servers for the purposes of troubleshooting, general assistance, and verification of compliance with licensing terms. Response/Resolution Times: Routeware will use commercially reasonable efforts to provide a response and resolution according to the standards stated below. Severity level and definition: Acknowledge Complete Patch,Answer, Release Final error report Workaround,or Temporary Fix Version of Fix Priority level 1:A Critical Severity issue has address In one of next two updates if significant to critical impact on production;product 1/2 hour in 24 hours deemed appropriate for is largely unusable all customers Priority level 2:Has some business impact on production system resulting in some loss in address In one of next two updates if 2q hours in 10 days functionality;the software is usable but operatideemed ang ppropriate for suboptimally all customers Priority level 3:Non-production questions address including general usage questions,issues related to a non-production system.There is no impact on 3 business days in 15 days N/A performance,quality,or functionality Exclusions. Routeware is not obligated to provide Support Services when: (a) Routeware products have been changed, modified or damaged by anyone other than Routeware; (b)the issue is caused by Customer negligence or misuse of software or hardware,or other causes outside of Routeware's control; (c)the issue is caused by third party hardware or software which are not licensed through Routeware, or by Customer network infrastructure;or(d)Customer's Routeware products are EOL or are otherwise not currently supported,as determined by Routeware's announced policies at the time of commencement of the Support Plan, Confidential Rev.1.2017 ROUTEWARE CLOUD HOSTING SERVICE LEVEL AGREEMENT Effective Date: April 6", 2021 This Routeware Cloud Hosting Service Level Agreement ("SLA") is a policy governing the use of Routeware Cloud Hosting under the terms of the Routeware Master Sales and License Agreement (the "Routeware Agreement") between Routeware, Inc. 'us" or"we" and users of Routeware's services " 1� ) ("you"). This SLA applies separately to each account using Routeware Cloud Hosting. Unless otherwise provided herein, this SLA is subject to the terms of the Routeware Agreement and capitalized terms will have the meaning specified in the Routeware Agreement. We reserve the right to change the terms of this SLA in accordance with the Routeware Agreement. Service Commitment. Routeware will use commercially reasonable efforts to make Routeware Cloud Hosting available with a Monthly Uptime Percentage (defined below) of at least 99.95%, in each case during any monthly billing cycle (the "Service Commitment"). In the event Routeware Cloud Hosting does not meet the Service Commitment,you will be eligible to receive a Service Credit as described below. DEFINITIONS "Monthly Uptime Percentage" is calculated by subtracting from 100%the percentage of minutes during the month in which Routeware Cloud Hosting was in the state of"Region Unavailable." Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Routeware Cloud Hosting SLA Exclusion (defined below). "Region Unavailable" and "Region Unavailability" mean that the Routeware Cloud Hosted Service is "Unavailable" to you. "Unavailable" and "Unavailability" are when you have no external connectivity to your Routeware Cloud Hosted Service. "Service Credit" is a dollar credit, calculated as set forth below, that we may credit back to an eligible account. Service Commitments and Service Credits. Service Credits are calculated as a percentage of the total charges paid by you (excluding one-time payments) for Routeware Cloud Hosting for the monthly billing cycle in which the Unavailability occurred in accordance with the schedule below. Monthly Uptime Percentage Service Credit Percentage Less than 99.95% but equal to or greater than 99.0% 5% Less than 99.0% 15% We will apply any Service Credits only against future Routeware Cloud Hosting payments otherwise due from you. Service Credits will not entitle you to any refund or other payment from Routeware.A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one dollar ($1 USD). Unless otherwise provided in the Routeware Agreement,your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide Routeware Cloud Hosting is the receipt of a Service Credit(if eligible) in accordance with the terms of this SLA. Credit Request and Payment Procedures.To receive a Service Credit,you must submit a claim by email to support@routeware.com.To be eligible,the credit request must be received by us by the end of the second billing cycle after which the incident occurred and must include: 1. the words"SLA Credit Request" in the subject line; 2. the dates and times of each Unavailability incident that you are claiming;and 3. your request logs that document the errors and corroborate your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks). If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you within one billing cycle following the month in which your request is confirmed by us.Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit. Routeware Cloud Hosting SLA Exclusions.The Service Commitment does not apply to any unavailability, suspension or termination of Routeware Cloud Hosting, or any other Routeware Cloud Hosting performance issues: (i)that result from a termination described in Section 8 of the Routeware Agreement; (ii) caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of Routeware Cloud Hosting; (iii)that result from your equipment, software or other technology and/or third party equipment, software or other technology(other than third party equipment within our direct control); (iv); that result from any maintenance as provided for pursuant to the Routeware Agreement; or(v)arising from our suspension and termination of your right to use Routeware Cloud Hosting in accordance with the Routeware Agreement(collectively,the "Routeware Cloud Hosting SLA Exclusions"). If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.