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HomeMy WebLinkAboutContract 53744 RECENED CSC No.53744 APR -2 2020 cir,or roRT N1oRTh CI`IY SECRETARY PADCollect MASTER SERVICES AGREEMENT SourceWell (formally NJPA) Awarded Contract #041217-RCS 1. Agreement This Master Services Agreement (this "Agreement') is made as of the Effective Date set forth below between RECOLLECT SYSTEMS INC., a British Columbia company having an address at Suite 528 - 3381 Cambie St., Vancouver BC V5Z 4R3, Canada ("ReCollect') and the Customer set forth under Section 2 below and includes: (a)Sections 1-6 of this Master Service Agreement (the "Cover Pages"); (b)the Schedule entitled "General Terms and Conditions";(c)each other schedule listed in Section 5 below(and all service terms and conditions set forth therein)or subsequently entered into by the parties(together with the General Terms and Conditions, the "Schedules"); and (d) all order forms issued and accepted hereunder(each,an "Order Form"). Each service("Service")provided hereunder shall be the subject of a Schedule(a"Service Schedule")that shall include a description of such Service and any additional terms and conditions applicable to such Service. After the Effective Date, the parties may include additional Services by attaching new Service Schedules and Order Forms. Each such Service Schedule shall be effective on the date specified in the applicable Order Form (or if not specified, on the date the applicable Order Form is signed by both parties). The General Terms and Conditions shall apply until the last expiration date of any Service Schedule or Services offered under this Agreement. Effective Date: March 19,2020 Termination Date: March 18,2021 Contract Number: 2020021 Initial Subscription Amount: $29,425 Service Addresses <350,000 2. Customer Information Customer: City of Fort Worth,Texas Contact Name: Shelley Hollars Contact Title: Management Analyst II Address: City Hall 200 Texas St City, State/Province,Zip/Postal Code: Fort Worth,TX 76102 Phone: 817-392-2324 Email: Shelley.Hollars@fortworthtexas.gov SourceWell Member Number 6591 3. Billing Information Contact Name: Shelley Hollars Contact Title: Management Analyst II Billing Address: 200 Texas St City,State/Province,Zip/Postal Code: Fort Worth,TX 76102 Phone: 817-392-2324 Email: Shelley.Hollars@fortworthtexas.gov enjf SECRETARY i RECOLLECT MASTER SERVICE AGREEMENT v 5.0 Customer: FORT WORTH,TEXAS Contract Number:2020021 4. ReCollect Information Address: ReCollect Systems Inc. Suite 528-3381 Cambie St. Vancouver,BC,V5Z 4R3,Canada Contact Name: Luke Closs Phone: 1-888-291-0604 x304 Email: contracts@recollect.net 5. Schedules List of included Schedules: A. General Terms and Conditions B. Order Form C. Service Schedule D. App Store Addendum 6. Authorization Customer acknowledges that it has read and understands this Agreement. This Agreement is executed as of the Effective Date by authorized representatives of Customer and ReCollect: RECOLLECT SYSTEMS INC. FORT WORTH,TX LA4&C%asi *-.k S w.-j Signature: Luke Clo.(M 131,2020) Signature: Valerie Washmo od(Ap,1.2020) Name: Luke Closs Name: Valerie Washington Title: Director Title: Assistant City Manager " I r L RECORD CRETARY RTH, TY RECOLLECT MASTER SERVICE AGREEMENT V 5.0 Page 2 Customer: FORT WORTH,TEXAS Contract Number:2020021 SCHEDULE A: GENERAL TERMS AND CONDITIONS 1. INTERPRETATION 1.1. Defined terms set forth on the Cover Pages apply to these General Terms and Conditions and each of the Schedules. 1.2. All references to dollars or'T in this Agreement refer to US dollars, if the Customer's address as set forth on the Cover Pages is not within Canada, or to Canadian dollars, if the Customer's address as set forth on the Cover Pages is within Canada. 1.3. In these General Terms and Conditions, reference to a section or article refers to a section or article of these General Terms and Conditions unless otherwise indicated.The headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The words"include,""includes"and "including"when used herein shall be deemed in each case to be followed by the words"without limitation." Unless the context of this Agreement otherwise requires: (i)words of any gender include each other gender and neutral forms of such words, (ii)words using the singular or plural number also include the plural or singular number, respectively, (iii)the terms"hereof,""herein,""hereto,""hereunder"and derivative or similar words refer to this entire Agreement, (iv)references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific,subsection, (v)references to any Person include the successors and permitted assigns of such Person and (vi)references from or through any date shall mean, unless otherwise specified,from and including or through and including, respectively.The word"extent"in the phrase"to the extent" means the degree to which a subject or other thing extends and such phrase shall not mean simply"if." 1.4. In this Agreement: "Action"means any claim,action, cause of action,demand, lawsuit, arbitration, inquiry,audit, notice of violation, proceeding, litigation, citation,summons,subpoena or investigation of any nature,civil, criminal, administrative, investigative, regulatory or other,whether at Law, in equity or otherwise. "Affiliate"means any entity controlling,controlled by or under common control with a party(in each case whether directly or indirectly)where"control"means the ownership of greater than 50%of the equity or beneficial interest of the party or that entity or the right to vote for or appoint a majority of the board of directors or other governing body of the party or that entity. "API"means the application programming interface of ReCollect,which may be used to interact with the ReCollect Platform from third-party software applications. "App Store Addendum"means the App Store Addendum, if any,attached to and forming part of this Agreement. "Business Day"means any day of the year, other than a Saturday, Sunday or statutory holiday in Vancouver, British Columbia. "Confidential Information"means all information disclosed by a party(the"Disclosing Party")to the other party (the"Receiving Party"),whether orally or in writing,that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. ReCollect's Confidential Information includes the ReCollect Platform,and each party's Confidential Information includes its business and marketing plans,technology and technical information, product plans and designs and business processes disclosed by such party. However,Confidential Information does not include any information that(i)is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii)was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii)is received from a third party without breach of any obligation owed to the Disclosing Party;or (iv)was independently developed by the Receiving Party. "Customer Content"means(i)all Intellectual Property created,acquired,or licensed by the Customer or its Representatives and provided to ReCollect or distributed by the Customer or its Representatives via the ReCollect Platform; (ii)any other materials or information (including any documents, data,graphics, images,text and content) provided by or on behalf of Customer or any User to the extent prepared without any contribution by ReCollect;and (iii)any modifications,enhancements, adaptations or derivative works of any of the foregoing. "Customer Data" means all proprietary and confidential data provided by the Customer for use,storage,or access by ReCollect in the course of providing the Services, and/or any data created or made available to ReCollect by Users. RECOLLECT MASTER SERVICE AGREEMENT v 5.0 Page 3 Customer: FORT WORTH,TEXAS Contract Number:2020021 "Damages"means any losses, liabilities,damages or out-of-pocket expenses(including reasonable legal fees and expenses). "Effective Date"means the Effective Date set forth on the first page of this Agreement. "Intellectual Property"means any domestic or foreign intellectual property, registered or unregistered, including patents,copyrights, designs,trade-marks,trade names, business names, corporate names, inventions,trade secrets, proprietary and non-public business information,Confidential Information, know-how, methods, processes, technology,software,data,schematics,content,specifications,graphics, photos, logos, artwork and documentation relating to any of the foregoing. "Fees"has the meaning given in Section 5.1. "Governmental Authority"means any federal, provincial,territorial, municipal or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision,or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority(to the extent that the rules, regulations or orders of such organization or authority have the force of Law),or any arbitrator,court or tribunal of competent jurisdiction. "Law"means any statute,ordinance, regulation, rule, code,constitution,treaty,common law,order or other requirement or rule of law of any Governmental Authority. "Personal Information"means any information about an identifiable individual collected by ReCollect in the course of providing the Services(other than the name,title and business contact information of the Customer's Representatives). "Population"means the population within the municipality, region or other area served by the Customer in the course of the Customer's waste collection service. "ReCollect Content"means any Intellectual Property created, acquired,or licensed by ReCollect and included in the ReCollect Platform and/or the Services,other than Customer Content. "ReCollect Materials"means the ReCollect Platform,the ReCollect Content,the ReCollect Systems and any and all other information,data,documents, materials,works and other content,devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables,technical or functional descriptions, requirements, plans or reports,that are provided or used by ReCollect in connection with the Services or otherwise comprise or relate to the Services,the ReCollect Platform or the ReCollect Systems. For the avoidance of doubt, ReCollect Materials do not include Customer Content. "ReCollect Systems"means the information technology infrastructure used by or on behalf of ReCollect in performing the Services, including all computers,software, hardware,databases, electronic systems(including database management systems)and networks,whether operated directly by ReCollect or through the use of third-party services. "ReCollect Platform"means ReCollect mobile phone applications,web widgets, back-office administration dashboard,APIs and any third-party or other software that ReCollect provides remote access to,or a license to use, as part of the Services,and all new versions, updates, revisions, improvements and modifications of the foregoing. "Renewal Term"has the meaning given in Section 4.2. "Representative"means,with respect to a party,any employee,contractor(excluding the other party),agent or representative of a party. "Service Critical Incidents"means any defect in the ReCollect Platform that significantly impairs the Customer's ability to use the ReCollect Platform. "Services"has the meaning given in Section 1 of the Cover Pages. "Service Address"means a residential or business address served by the Customer in the course of the Customer's waste collection service. "Taxes"has the meaning given in Section 5.4. "Term"has the meaning given in Section 4.2. "Termination Date"has the meaning given in Section 1 of the Cover Pages. RECOLLECT MASTER SERVICE AGREEMENT v 5.0 Page 4 Customer: FORT WORTH,TEXAS Contract Number:2020021 "Unavoidable Event"means, in respect of a party,any event beyond the reasonable control of such party, including acts of God,flood, labor disturbances,earthquakes,storms,fire, lightning,epidemic,war, riots,civil disturbance or disobedience, restraint by government body, or default by a third party internet, infrastructure or service provider. "User"means an end user of the Services. 'Waste Wizard"means the functionality in the ReCollect Platform that allows a customer to search by item to determine the correct way to dispose of the item. 2. SERVICES 2.1. ReCollect will provide the Services set forth in each Order Form to Customer and its authorized Users during the Term in accordance with the terms and conditions set forth in this Agreement and in accordance with the description of the Services in the applicable Service Schedule. 2.2. ReCollect hereby grants, and Customer hereby accepts, a limited and non-exclusive license to use the ReCollect Platform during the Term upon the terms and conditions specified in this Agreement. 2.3. Customer will reasonably cooperate with and assist ReCollect in order to coordinate the performance of ReCollect's obligations under this Agreement, including by furnishing all Customer Data and Customer Content reasonably requested by ReCollect. 3. APP STORE MANAGEMENT 3.1. If necessary in order to perform the Services, ReCollect and Customer will comply with the terms and conditions of the App Store Addendum (if any)in relation to management of app store accounts as part of the Services. 4. TERM 4.1. This Agreement is effective as of the Effective Date and, unless terminated earlier in accordance with this Agreement, will continue for an initial term expiring on the Termination Date. 4.2. This Agreement shall automatically renew on the Termination Date or the last day of the then-current Renewal Term for additional one (1)year periods (each a "Renewal Term"), unless a party provides written notice of termination to the other party at least 30 days before the Termination Date or the end of the then-current Renewal Term, as applicable (in which case this Agreement will terminate on the Termination Date or at the end of the then-current Renewal Term, as applicable). The "Term" shall mean the initial term beginning on the Effective Date and ending on the Termination Date together with any Renewal Terms. 5. FEES AND PAYMENT TERMS 5.1. Fees. Customer will pay to ReCollect the fees set forth in each Order Form (the "Fees"). Payment obligations are non-cancellable and Fees paid are non-refundable except as expressly provided herein.Quantities purchased cannot be decreased during the Term. 5.2. Service Addresses / Population. ReCollect sets its Fees based on the number of Service Addresses of the Customer and/or the Population of the Customer's service area as applicable. To the extent that Customer uses the Services for a number of Service Addresses in excess of the number of Service Addresses specified on the Cover Pages (as may be updated by subsequent Order Forms from time to time),or to serve a population greater than the Population specified on the Cover Pages (as may be updated by subsequent Order Forms from time to time), ReCollect will be entitled to increase the Fees proportionately upon written notice to the Customer. 5.3. Inflation. The Fees will increase on each one year anniversary of the Effective Date by the rate of CPI inflation as defined by the United States Bureau of Labor Statistics(if Customer's address as set forth on the Cover Pages is not within Canada) or as defined by Statistics Canada (if Customer's address as set forth on the Cover Pages is within Canada). 5.4. Payment terms. ReCollect will invoice Customer annually in advance in respect of the Fees due upon signing this Agreement for the first year of the Term. Subsequent invoices will be sent for each subsequent year of the Term. Payment will be due 30 days following receipt of ReCollect's invoice. Customer is responsible for providing ReCollect with complete and accurate billing and contact information and notifying ReCollect of any changes to such information. 5.5. Taxes. The Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchase of Services. If ReCollect has the obligation to pay or collect Taxes for which Customer is responsible under this Section 5.4, RECOLLECT MASTER SERVICE AGREEMENT v 5.0 Page 5 Customer: FORT WORTH,TEXAS Contract Number:2020021 ReCollect will invoice Customer for the amount of the Taxes and Customer will pay the amount to ReCollect unless it first provides ReCollect with a valid tax exemption certificate authorized by the appropriate taxing authority. 5.6. Overdue charges. ReCollect has the right to apply an overdue fee of 1.5%per month (equivalent to 19.6%per year) to accounts which undisputed amounts are not paid by the due date. 5.7. Suspension of service. If any undisputed amounts owing by Customer are 60 or more days overdue, ReCollect may, without limiting its other rights and remedies, suspend its provision of ReCollect Services to Customer until such amounts are paid in full. 5.8. Payment Disputes. ReCollect will not exercise its rights under Sections 5.6 and 5.7 if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute. 5.9. Credit Card payments.There is a 2.5%handling charge for accepting payment by credit card for invoices. 5.10. Fees for Renewal Terms.The applicable Fees for any Renewal Term will be mutually agreed to by the parties before the start of the Renewal Term. If the parties do not come to agreement as to the appropriate Fees,the Fees in place immediately prior to the commencement of the Renewal Term will continue to apply(subject to Sections 5.2 and 5.3) until the parties come to agreement, or, at ReCollect's option, this Agreement may be terminated upon notice to the Customer by ReCollect. 6. INTELLECTUAL PROPERTY RIGHTS 6.1. Title to the ReCollect Materials (excluding any Customer Content incorporated therein) shall at all times remain with ReCollect or its third party licensors as applicable. Customer acknowledges that the Services and the ReCollect Materials are proprietary to ReCollect and that all rights thereto are owned by ReCollect or its third party licensors as applicable. The Customer further acknowledges that the ReCollect Materials contain trade secrets of ReCollect and that the ReCollect Materials are protected by U.S., Canadian and international copyright and other Intellectual Property Laws and treaties. Under no circumstances will a copy of any software comprising the ReCollect Platform be provided to the Customer. The Customer shall not reverse engineer or directly or indirectly allow or cause a third party to reverse engineer the whole or any part of the ReCollect Platform. 6.2. Customer represents and warrants that it either owns or has permission to use the Customer Content,and it hereby grants ReCollect a limited and non-exclusive license to use the Customer Content during the Term in connection with the Services. 6.3. ReCollect represents and warrants that it either owns or has permission to use the ReCollect Content,and it hereby grants the Customer a limited and non-exclusive license to use the ReCollect Content during the Term in connection with the Services. 6.4. ReCollect further represents and warrants that the provision of the ReCollect Services will not infringe any third party intellectual property rights enforceable in Canada or the United States, provided that if ReCollect believes or it is determined that any part of the software comprising the ReCollect Services has or may have violated a third party's Intellectual Property Rights, ReCollect may choose to either modify the ReCollect Services to be non-infringing (while substantially preserving their utility) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, ReCollect may terminate this Agreement without penalty other than to refund any portion of the Fees attributable to the period following the date of such termination. 6.5. The Customer hereby grants ReCollect a worldwide, perpetual, irrevocable, royalty-free licence to use and incorporate into the ReCollect Platform any suggestion, enhancement request, recommendation, correction or other feedback provided by the Customer or its Representatives relating to the Services and/or the ReCollect Platform. 7. DATA SECURITY AND PRIVACY 7.1. Data Ownership. The Customer shall retain all right, title and interest in and to the Customer Data. ReCollect shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and the ReCollect Platform (including,without limitation,data obtained as a result of analyzing the Customer Data and data derived therefrom), and ReCollect will be free to use such information and data to provide the Services, to improve and enhance the ReCollect Platform and for other development,diagnostic and corrective purposes for its internal business use. In no event shall ReCollect otherwise reproduce,sell,disclose, publicize or exploit Customer Data without the prior written consent of the Customer. 7.2. ReCollect's obligations. 7.2.1. In the course of providing the ReCollect Services, ReCollect may collect, use, store, retain,transfer,disclose and/or dispose of("Handle"or"Handling")Personal Information. RECOLLECT MASTER SERVICE AGREEMENT v 5.0 Page 6 Customer: FORT WORTH,TEXAS Contract Number:2020021 7.2.2. ReCollect's Handling of Personal Information is subject to its "Terms of Use" (https://poli"recollect.net/terms) and "Privacy Policy" (https://noliQL recollect,net/ rip vacv) in effect from time to time, as posted to its website. 7.2.3. ReCollect shall not Handle Personal Information except in compliance with applicable privacy Laws. ReCollect is solely responsible for the use of Personal Information by its Representatives, and shall ensure that all such persons comply with applicable Laws, including applicable privacy Laws, regarding the Handling of Personal Information.Without limiting the generality of the foregoing: (a) ReCollect shall use industry accepted practices to protect Personal Information in its custody or control against theft, loss and unauthorized use or disclosure. (b) Whenever ReCollect transfers Personal Information over the internet, it will employ appropriate cryptographic protocols such as Transport Layer Security(TLS)encryption. (c) ReCollect shall keep confidential all Personal Information and will not disclose Personal Information to third parties (which for clarity does not include its employees and agents, to the extent such persons require such Personal Information for the purpose of ReCollect's provision of the ReCollect Services),except as may be required by Law. 7.2.4. ReCollect will notify the Customer at the first reasonable opportunity, and in any event within 24 hours of becoming aware that any Personal Information has been stolen, lost, or accessed by unauthorized persons. 7.2.5. ReCollect shall ensure its servers are monitored at all times, and take immediate remedial action if its servers are down or use of the Services is otherwise unavailable. 7.2.6. ReCollect shall grant the Customer one month of free service should the Services experience downtime of more than 10 hours in a month, other than planned downtime for reasons of maintenance. ReCollect shall give the Customer 72 hours' notice in advance to any planned downtime, and such downtime will be scheduled during off-peak times of the week, no more than 8 hours per month. 7.2.7. Upon the Customer's request, ReCollect will immediately suspend or disable general access or the access of any specific persons to the Services, and, upon the Customer's request, restore such access. During the Term, and except as otherwise provided in this Agreement, ReCollect shall not suspend, disable,or restore such access without the Customer's consent. 7.2.8. Within 10 Business Days of the termination of this Agreement, ReCollect shall provide the Customer a copy of all Personal Information and written confirmation of the deletion of all Personal Information from all servers under its control. 7.3. Customer's Obligations 7.3.1. The Customer shall not Handle Personal Information except in compliance with applicable privacy Laws. The Customer is solely responsible for the use of Personal Information and the ReCollect Platform by its Representatives, and shall ensure that all such persons comply with applicable Laws, including applicable privacy Laws, regarding the Handling of Personal Information. 7.3.2. The Customer shall take all reasonable measures to ensure that the ReCollect Platform is protected against use or access by unauthorized persons. 7.3.3. The Customer shall notify ReCollect at the first reasonable opportunity,and in any event within 24 hours if it becomes aware that any Personal Information accessible through the ReCollect Platform is stolen, lost, or accessed by unauthorized persons. 7.3.4. The Customer will not use the ReCollect Platform to store or transmit(i)unauthorized, infringing, libelous,or otherwise unlawful or tortious material, (ii) material in violation of third-party privacy rights,or(iii)code,files, scripts, agents or programs intended to do harm, including, for example, computer viruses or malware. Customer acknowledges that the ReCollect Platform is a passive conduit for the transmission of Customer Content and ReCollect shall have no liability for any errors or omissions or for any material described in clauses (i) through (iii) of the previous sentence, or for any losses, Damages, claims, suits or other Actions arising out of or in connection with any Customer Content sent, accessed, posted or otherwise transmitted via the ReCollect Platform. 7.3.5. The Customer's access to the ReCollect Platform is subject to ReCollect's reasonable rules and restrictions in effect from time to time. ReCollect will provide the Customer notice in writing of any such rules and restrictions or changes thereto. RECOLLECT MASTER SERVICE AGREEMENT v 5.0 Page 7 Customer: FORT WORTH,TEXAS Contract Number:2020021 7.4. Data Backup. The Services do not include any backup of Customer Data and they do not replace the need for Customer to maintain regular data backups or redundant data archives. RECOLLECT HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF CUSTOMER DATA. 8. CONFIDENTIALITY 8.1. Required Disclosure. Each party may disclose this Agreement and the terms hereof if and to the extent required by law. If permitted by law, the party so required to disclose this Agreement agrees to give the other party prior notice of any such disclosure. 8.2. Protection of Confidential Information. Neither party will use or disclose any Confidential Information of the other party except as expressly permitted by this Agreement. Each party will direct its Representatives to comply with this Section 8.2 and will be responsible for any breach of this Section 8.2 by its Representatives. 9. REPRESENTATIONS,WARRANTIES AND COVENANTS 9.1. Each party represents and warrants to the other party that: 9.1.1. it is a corporation or Governmental Authority formed and validly existing in the jurisdiction of its formation; 9.1.2. it has all required power and capacity to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement; 9.1.3. the execution of this Agreement by its Representative whose signature is set forth on the applicable execution pages hereof has been duly authorized by all necessary action on its part;and 9.1.4. when executed and delivered by each of the parties, this Agreement will constitute the legal, valid and binding obligation of such party,enforceable against such party in accordance with its terms. 9.2. ReCollect represents, warrants and covenants to Customer that it will perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement. 9.3. Customer represents, warrants and covenants to ReCollect that Customer owns or otherwise has,and will have,the necessary rights and consents in and relating to the Customer Data so that, as received by ReCollect and Processed in accordance with this Agreement, they do not and will not infringe, misappropriate or otherwise violate any Intellectual Property Rights,or any privacy or other rights of any third party or violate any applicable Law. 9.4. DISCLAIMER OF CONDITIONS AND WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 9.1, SECTION 9.2 AND SECTION 9.3, ALL SERVICES AND RECOLLECT MATERIALS ARE PROVIDED "AS IS"AND RECOLLECT HEREBY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE UNDER THIS AGREEMENT, AND RECOLLECT SPECIFICALLY DISCLAIMS ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, RECOLLECT MAKES NO CONDITION OR WARRANTY OF ANY KIND THAT THE SERVICES OR RECOLLECT MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL (a) MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS; (b) OPERATE WITHOUT INTERRUPTION; (c)ACHIEVE ANY INTENDED RESULT; (d) BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES EXCEPT IF AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, OR (a) BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL RECOLLECT HAVE ANY LIABILITY TO THE CUSTOMER OR ANY THIRD PARTY FOR PERSONAL INJURY (INCLUDING DEATH) OR PROPERTY DAMAGE ARISING FROM FAILURE OF THE RECOLLECT SERVICE TO DELIVER AN ELECTRONIC MESSAGE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF RECOLLECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 10. INDEMNIFICATION, 10.1. ReCollect Indemnification. ReCollect shall indemnify, defend and hold harmless Customer from and against any and all Damages incurred by Customer arising out of or relating to any Action by a third party(other than an Affiliate of Customer) to the extent that such Damages arise from any allegation in such Action that Customer's or a User's use of the Services (excluding Customer Data and Customer Content) in compliance with this Agreement infringes any third party's Intellectual Property rights.The foregoing obligation does not apply to any Action or Damages arising out of or relating to any: RECOLLECT MASTER SERVICE AGREEMENT v 5.0 Page 8 Customer: FORT WORTH,TEXAS Contract Number:2020021 10.1.1. access to or use of the Services or ReCollect Materials in combination with any hardware,system, software, network or other materials or service not provided or authorized in writing by ReCollect; 10.1.2. modification of the Services or ReCollect Materials other than: (i) by or on behalf of ReCollect; or (ii)with ReCollect's written approval in accordance with ReCollect's written specification;or 10.1.3. failure to timely implement any modifications, upgrades, replacements or enhancements made available to Customer by or on behalf of ReCollect. 10.2. Customer Indemnification. Customer shall indemnify, defend and hold harmless ReCollect from and against any and all Damages incurred by ReCollect in connection with any Action by a third party (other than an Affiliate of ReCollect)to the extent that such Damages arise out of or relate to any: 10.2.1. Customer Data, including any Processing of Customer Data by or on behalf of ReCollect in accordance with this Agreement;or 10.2.2. ReCollect's use of Customer Content in providing the Services in accordance with this Agreement. 10.3. Indemnification Procedure. Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified under Section 10.1 or Section 10.2, as the case may be. The party seeking indemnification (the "Indemnitee") shall cooperate with the other party (the "Indemnitor')at the Indemnitor's sole cost and expense. The Indemnitor shall immediately take control of the defence and investigation of such Action and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee's failure to perform any obligations under this Section 10.3 will not relieve the Indemnitor of its obligations under this Section 10 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. 10.4. Mitigation. If any of the Services or ReCollect Materials are, or in ReCollect's opinion are likely to be, claimed to infringe, misappropriate or otherwise violate any third-party's Intellectual Property rights, or if Customer's or any User's use of the Services or ReCollect Materials is enjoined or threatened to be enjoined, ReCollect may, at its option and sole cost and expense: 10.4.1. obtain the right for Customer to continue to use the Services and ReCollect Materials materially as contemplated by this Agreement; 10.4.2. modify or replace the Services and ReCollect Materials, in whole or in part, to seek to make the Services and ReCollect Materials (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Services and ReCollect Materials,as applicable, under this Agreement;or 10.4.3. by written notice to Customer, terminate this Agreement with respect to all or part of the Services and ReCollect Materials, and require Customer to immediately cease any use of the Services and ReCollect Materials or any specified part or feature thereof, provided that, if such termination occurs,Customer will be entitled to a refund of any portion of the previously paid Fees attributable to the period following the date of such termination. 10.5. THIS SECTION 10 SETS FORTH CUSTOMER'S SOLE REMEDIES AND RECOLLECT'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (INCLUDING THE SERVICES AND RECOLLECT MATERIALS) INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT. 11. LIMITATION OF LIABILITY 11.1. MUTUAL LIMITATION OF LIABILITY. NEITHER PARTY'S LIABILITY WITH RESPECT TO THIS AGREEMENT WILL EXCEED ONE MILLION DOLLARS($1,000,000).THE ABOVE LIMITATION APPLIES WHETHER AN ACTION IS UNDER CONTRACT, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY),OR ANY OTHER LEGAL THEORY. 11.2. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. IN NO EVENT SHALL RECOLLECT BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, OR INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES HOWSOEVER ARISING, INCLUDING WITHOUT LIMITATION ARISING OUT OF THE OPERATION OF OR INABILITY TO OPERATE THE SERVICES OR THE RECOLLECT PLATFORM. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL RECOLLECT HAVE ANY LIABILITY TO THE CUSTOMER OR ANY THIRD PARTY FOR PERSONAL INJURY (INCLUDING DEATH) OR PROPERTY DAMAGE ARISING FROM FAILURE OF THE RECOLLECT SERVICE TO RECOLLECT MASTER SERVICE AGREEMENT v 5.0 Page 9 Customer: FORT WORTH,TEXAS Contract Number:2020021 DELIVER AN ELECTRONIC MESSAGE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF RECOLLECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 12. TERMINATION 12.1. Termination. In addition to any other express termination right set forth elsewhere in this Agreement: 12.1.1. ReCollect may terminate this Agreement, effective on written notice to Customer, if Customer fails to pay any amount when due hereunder,and such failure continues more than 60 days after ReCollect's delivery of written notice thereof. 12.1.2. either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (a) is incapable of cure;or (b) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach. 12.2. Effect of Expiration or Termination. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement: (a) all rights, licenses, consents and authorizations granted by either party to the other hereunder will immediately terminate; (b) ReCollect shall immediately cease all use of any Customer Data or Customer's Confidential Information and (i) promptly return to Customer, or at Customer's written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on Customer Data or Customer's Confidential Information;and (ii) erase all Customer Data and Customer's Confidential Information from the ReCollect Systems; (c) Customer shall immediately cease all use of any Services or ReCollect Materials and (i) promptly return to ReCollect, or at ReCollect's written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on any ReCollect Materials or ReCollect's Confidential Information;and (ii) erase all ReCollect Materials and ReCollect's Confidential Information from all computer systems that Customer directly or indirectly controls; (d) notwithstanding anything to the contrary in this Agreement,with respect to information and materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party's Confidential Information in its then current state and solely to the extent and for so long as required by applicable Law; (ii) ReCollect may retain Customer Data in its then current state and solely to the extent and for so long as required by applicable Law; (iii) Customer may retain ReCollect Materials in its then current state and solely to the extent and for so long as required by applicable Law; (iv) ReCollect may also retain Customer Data in its backups, archives and disaster recovery systems until such Customer Data is deleted in the ordinary course;and (v) all information and materials described in this Section 12.2(d) will remain subject to all confidentiality,security and other applicable requirements of this Agreement; (a) ReCollect may disable all Customer and User access to the Services and ReCollect Materials; (f) if Customer terminates this Agreement under Section 12.1.2, Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and ReCollect will refund to Customer all Fees paid in advance for Services that ReCollect has not performed as of the effective date of termination;and (g) if ReCollect terminates this Agreement under Section 12.1.1 or Section 12.1.2, all Fees that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously-accrued but not yet paid Fees,on receipt of ReCollect's invoice therefor. RECOLLECT MASTER SERVICE AGREEMENT v 5.0 Page 10 Customer: FORT WORTH,TEXAS Contract Number:2020021 12.3. Surviving Terms. The provisions set forth in the following sections,and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Section 6, Section 7,Section 8,Section 11,Section 12 and Section 13. 13. EMERGENCY NOTIFICATIONS 13.1. Customer covenants and agrees that it has and will maintain primary safety and emergency response procedures, including, without limitation, notifying 911 or equivalent fire, police, emergency medical and public health officials (collectively, "First Responders"). Customer acknowledges and agrees that ReCollect is not a First Responder,and that the ReCollect Services do not serve as a substitute for Customer's own emergency response plan,which in the event of an actual or potential imminent threat to person or property, shall include contacting a First Responder prior to using the ReCollect Services. 14. GENERAL 14.1. Notices. Any notice required or permitted to be given to the parties by this Agreement or by Law may be delivered to the intended recipient at its address or e-mail address set forth on the Cover Pages. Any party may change its address for notice from time to time by notice given in accordance with the foregoing, and any subsequent notice shall be sent to such party at its changed address. 14.2. Assignment. Neither party may transfer or assign its rights and obligations under this Agreement without obtaining the other party's prior written consent except to an Affiliate of such party(in which case,the party will remain liable for such Affiliate's actions or omissions) or to a purchaser of all or substantially all of such party's assets, securities or business. 14.3. Amendments and Waivers. This Agreement may not be modified or amended except by written agreement. No provision of this Agreement may be waived except in writing by the party providing the waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. 14.4. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with respect to the matters dealt with herein. All previous agreements, understandings, and representations, whether written or oral, between the parties have been superseded by this Agreement. For greater certainty, the Customer warrants that it has not relied on any representation made by ReCollect which has not been stated expressly in this Agreement, or upon any descriptions, illustrations or specifications contained in any document including publicity material produced by ReCollect. 14.5. Governing Law. This Agreement is governed by and will be interpreted and construed in accordance with the Laws of the state or province of the Customer as set forth under"Customer Information"on the Cover Pages. 14.6. Relationship of the parties. The parties are independent contractors. This Agreement does not create a partnership,joint venture, agency,fiduciary or employment relationship between the parties. 14.7. Unavoidable Events. No party will be regarded as being in default in performance of any obligations under this Agreement, or liable for any Damages, if such party is delayed or hindered in the performance of, or unable to perform,such obligations, or such Damages arise,as a consequence of an Unavoidable Event. 14.8. Severability. Any provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective only to the extent of such invalidity or unenforceability and shall be severed from the balance of this Agreement without invalidating or affecting the remaining provisions of this Agreement in that or any other jurisdiction,which remaining provisions shall continue in full force and effect. 14.9. Execution. This Agreement may be executed in counterparts by the respective parties, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement, provided that this Agreement shall be of no force and effect until the counterparts are exchanged. Transmission of an executed signature page by email or other electronic means is as effective as a manually executed counterpart of this Agreement. End of General Terms and Conditions RECOLLECT MASTER SERVICE AGREEMENT v 5.0 Page 11 Customer: FORT WORTH,TEXAS Contract Number:2020021 SCHEDULE B: ORDER FORM Date: March 18, 2020 Expiration date: March 17, 2021 Sourcewell (NJPA)Awarded Contract#041217-RCS Sourcewell Member ID: 6591 Organization: Fort Worth, TX Address: City Hall 200 Texas St. Name: Shelley Hollars Fort Worth, TX 76102 Annual Subscriptions Product Name SKU Offered Price Collection Calendar SW-Cal Included Waste Wizard SW-Wiz Included Web App SW-Opt-Web Included Mobile App SW-Opt-Mobile Included Text Messaging SW-Opt-SMS $0.50 per SMS Standard Maintenance and Support Pkg-Sup-Std Waived Initial Subscription Amount Due(Includes 2.3%CPI) $25,8910.00 SMS Fees (7068 text reminder users) $3,534.00 Totals Initial amount due (Including CPI &SMS) $29,425.00 Subscription amount due each subsequent year Previous Year+ CPI +$0.50 per SMS RECOLLECT MASTER SERVICE AGREEMENT v 5.0 Page 12 Customer: FORT WORTH,TEXAS Contract Number:2020021 SCHEDULE C: SERVICE SCHEDULE Collection Calendar SW-cal • Schedule look-up tool: o People can search for their collection schedule by entering their address. o Predictive search allows for various address formats. o Schedules can shift to account for holidays and can handle any level of complexity. o Schedules can show multiple and configurable collection types, such as recycling, yard waste, organics, or Christmas tree collection. o Schedules can display other events, such as household hazardous waste days. o Schedules can be address-specific, allowing cities to show different collection schedules or options for residential and multi-family addresses. o Addresses searched that are in neighbouring municipalities can generate a custom message with hyperlink directing those users back to the responsible authority. • Reminders and print calendars: o People can sign up for collection day reminders via email, Twitter, Text Message(with Text Messaging add-on), or automated phone call. o Schedules can be embedded into Outlook,Apple Calendar, or Google Calendar. o Reminders can shift to account for holidays. o Free printer-friendly collection calendars unique for every address. o Include custom branding on notifications: use your logo, background image, color palette to shape the look and feel and reinforce your brand. • Campaigns o Add educational content to reminders, the web app and mobile app. o Let people know about upcoming events, common mistakes or other informative content that can help increase recycling, lower support calls and reduce contamination. o Educational campaigns can target people in certain collection routes. • Service Alerts o Send out notifications about collection delays, or other important announcements. o Send service alerts to everyone enrolled in reminders, or filter by collection route or a geographic location drawn on a map. • Proactive Calendar updates o Optionally, we can provide calendars for each upcoming year for you to approve. o Unapproved calendars are not visible to users until you decide they are correct. • Admin Console o Activity& Reporting dashboard -get detailed stats about how people are using Recollect. o Easily update the collection schedule anytime with drag &drop interface. o Add new streams or events. o Add educational content to reminders at any time- let people know about upcoming events, common mistakes, or other important information. o Monthly activity report emailed to staff, or check the live dashboards anytime. Waste Wizard swmiz-std • Waste Wizard material search o People easily search for how to dispose of different materials o "Fuzzy"search technology, meaning that results are returned regardless of any typos or misspellings o Pre-existing database of thousands of items to help you get started o You can add, modify, and delete items and their instructions at any time o You can create"aliases"for materials that have more than one name (e.g. soda and pop). • Depot Guide RECOLLECT MASTER SERVICE AGREEMENT v 5.0 Page 13 Customer: FORT WORTH,TEXAS Contract Number:2020021 o Include locations and Items that may be dropped off at depots or other locations o Depots can be sorted by actual driving distance from your home (if an address was provided) o Depots are shown on a map with estimated driving times o Optionally add a tab to the Web App which lists all depots on a single map • Admin Console-administrators can, at any time: o Access Activity& Reporting dashboard -get detailed stats about: ■ usage ■ most searched for items ■ items searched for that are not in the wizard (so they can be added) o Update the wizard, including: ■ Adding or editing items, setting their stream (trash, recycling, depot, bulk collection, etc.) ■ Set special instructions for each item. ■ Include depots, landfills and drop off locations, customize content to include map and location results, hours of opening. ■ Add "synonyms"to items so that local variations in terminology, along with common spelling mistakes and typos will give the correct result. o Download a Monthly activity report, or have it automatically emailed to staff. Waste Sorting Game SW-came • Player is presented with a series of materials, each of which must be dragged into the correct stream before proceeding to the next. An incorrect choice requires the player to choose again. o After the completion of the level (six correct choices), the player is rewarded with a choice of items from which to construct their personal, virtual park. o After completing all five levels, the player is presented with the opportunity to create and print a certificate of completion. • Customization -the following aspects of Game will be customized to reflect the municipality and its configuration of solid waste services: o Cityscape—to reflect the municipality's skyline/landmarks o Collection streams—associate materials with curbside and drop-off services. Customize depot names, cart(or bin)shapes and colours. o Name of the game. o Additional two illustrations for materials or rewards not yet available. • Metrics-Game aggregates usage data to provide the following metrics to administrators: o A virtual waste audit-the number of wrong guesses associated with the most frequently wrongly placed materials, and the number of times for each material in each wrongly chosen waste stream. o Monthly reporting of number of game plays and top misunderstood items. Web App SW-Opt-Wet` • Embed the web app on multiple web pages and websites, including your Facebook page, hauler's website, neighborhood/community websites, etc. • Responsive design—web app adapts mobile web browsers giving users the best experience for their screen size. • Need Help: o People can select from a list of common help topics. o People can learn how to solve problems by themselves, or report them as tickets. RECOLLECT MASTER SERVICE AGREEMENT v 5.0 Page 14 Customer: FORT WORTH,TEXAS Contract Number:2020021 o Tickets can be automatically forwarded by email, or into a 3-1-1 system (with purchase of a ticketing integration). • White labeled: o We can configure the web app to use your color palette and fonts, so that it matches the look and feel of your website. o We can create multiple themes so that the web app has different color palette on each website you embed the web app on. • Accessibility: o Exceeds WCAG 2.0 Level AA, Section 508 compliance, and any other regulatory or legal accessibility compliance requirements for users with disabilities. o Recollect's Web Apps are regularly audited by a certified accessibility auditor. Mobile App SW-opt-Mobile • Free mobile apps available in the Apple App Store and the Google Play Store. • Native iPhone and native Android apps, meaning they look sharp and are intuitive to users. • White-Labeled custom branding on mobile apps allows you to use your logo, background image, color palette, and messaging to shape the look and feel, and reinforce your brand. • Need Help: o People can select from a list of common help topics. o People can learn how to solve problems by themselves, or report them as tickets. o Tickets can be automatically forwarded by email, or into a 3-1-1 system (with purchase of a ticketing integration). • Accessibility: o Exceeds WCAG 2.0 Level AA, Section 508 compliance, and any other regulatory or legal accessibility compliance requirements for users with disabilities. o Recollect's Mobile Apps are regularly audited by a certified accessibility auditor. Text Messaging sw-opt-sMs • People can receive reminders and alerts via Text Message • Text Messages come from a 5-digit"short code", which are fast and guaranteed to be delivered, unlike 10-digit numbers • Recollect's Text Message service complies with telecommunication industry anti-spam regulations: o Signing up for Text Message reminders requires the confirmation of a phone number, preventing someone from accidentally or maliciously enrolling someone else's phone number in the service. o People are regularly informed about how to use the service (e.g. that they can reply HELP for more information, or STOP to end the service) • Recollect does not charge individual end-users for the use of this feature. However, mobile carriers may charge standard messaging rates. Maintenance and Support Pkg-sup • Dedicated Customer Success representative. • 24/7 uptime and performance monitoring • Email support: Monday- Friday, 6am to 5pm Pacific • Data maintenance • Enrollment in the Recollect Academy • Service Times: o Answers to general questions within two business days o Data and other configuration changes within 2 weeks o Technical investigation by a Recollect Support Specialist within 2 weeks RECOLLECT MASTER SERVICE AGREEMENT v 5.0 Page 15 Customer: FORT WORTH,TEXAS Contract Number:2020021 o Unlimited end-user requests within two business days o Up to 15 hours of configuration work per year(e.g. data imports and exports, route changes, help with campaigns and alerts, etc.) RECOLLECT MASTER SERVICE AGREEMENT v 5.0 Page 16 Customer: FORT WORTH,TEXAS Contract Number:2020021 SCHEDULE D: APP STORE ADDENDUM ReCollect and Customer hereby enter into this Addendum as of the Effective Date to set forth their mutual agreement relating to Customer's Apple Developer Account for Apple, Inc.'s App Store and Customer's Google Developer Account for Google Inc.'s Google Play Console service (such developer accounts are referred to as "Developer Accounts" and the App Store and Google Play are referred to collectively as the"App Stores"). 1. If Customer is not already enrolled with an account in the Apple Developer Program, it will promptly enroll in the Apple Developer Program and open an account under its own name. If Customer is not already enrolled with a Developer Account for the Google Play Console, it will promptly register such a Developer Account under its own name. 2. Customer will add ReCollect to its "development team" for its Developer Account for the Apple Developer Program, and will add ReCollect as an additional user for its Developer Account for the Google Play Console, in each case with full access to all permissions, including to create, edit,and publish apps,and reply to reviews,to the extent permitted under Apple, Inc. or Google Inc. policies, as applicable. Customer will maintain ReCollect's status on its Developer Accounts for both App Stores during the term of the Agreement. 3. If and to the extent required under Apple, Inc.or Google Inc. policies,Customer will,with the assistance of ReCollect, submit one or more applications and/or revised versions of applications for publication on each of the App Stores upon ReCollect's request from time to time, but only as may be reasonably required in order for ReCollect to perform its obligations under the Agreement. 4. Customer hereby grants ReCollect the authority to access and use its Developer Accounts only as may be reasonably required in order for ReCollect to perform its obligations under the Agreement, including as to the following: a. to submit applications developed by ReCollect, and/or revised versions of such applications, from time to time,for review and publication on the App Stores, under the Developer Accounts; b. to download data and reports from Apple, Inc. and Google Inc. relating to applications developed by ReCollect (including as to the number of downloads each day), so that ReCollect can provide metrics and reports to Customer;and C. to review and respond, in Customer's name and on its behalf, to reviews posted by users of applications developed by ReCollect,for the purpose of providing technical support or assistance to end users. 5. ReCollect will use its access to the Customer's Developer Accounts only as may be reasonably required in order for ReCollect to perform its obligations under the Agreement. 6. ReCollect will use commercially reasonable efforts to maintain the security of the account that it will use to access Customer's Developer Accounts, including by maintaining a strong password with two-factor authentication enabled, which will be tightly controlled and only available to a minimal number of ReCollect staff. 7. ReCollect will not use or disclose any confidential information accessible through Customer's Developer Accounts that is unrelated to the administration of the applications developed and maintained by ReCollect. 8. ReCollect will provide the Customer with such information and assistance as may be reasonably required in order for the Customer to comply with its obligations under this Addendum. 9. At the end of the term of the Agreement, Customer may remove ReCollect from its Developer Accounts. 10. This Addendum is subject to all of the terms and conditions of the Agreement. RECOLLECT MASTER SERVICE AGREEMENT v 5.0 Page 17 ADDENDUM TO MASTER SERVICES AGREEMENT BETWEEN THE CITY OF FORT WORTH AND RECOLLECT SYSTEMS, INC. This Addendum to Master Services Agreement ("Addendum") is entered into by and between Recollect Systems, Inc. ("Vendor") and the City of Fort Worth("City"), collectively the "parties." The Contract documents shall include the following: 1. The Master Services Agreement; and 2. This Addendum. Notwithstanding any language to the contrary in the attached Master Services Agreement (the "Agreement"), the parties stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto,that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Term. The Agreement shall commence on March 19, 2020 ("Effective Date") and shall expire no later than March 18, 2021 ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. This Agreement may be renewed for four (4) additional one year terms at the City's option, each a "Renewal Term."The City shall provide Vendor with written notice of its intent to renew at least thirty(30) days prior to the end of each term. 2. Termination. a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. b. Breach. If either party commits a material breach of the Agreement,the non- breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten(10) calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate the Agreement by giving written notice to the breaching party. C. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal Addendum Page l of 6 period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County,Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Linked Terms and Conditions. If the Agreement contains a website link to terms and conditions, the linked terms and conditions located at that website link as of the effective date of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the extent that the linked terms and conditions conflict with any provision of either this Addendum or the Agreement, the provisions contained within this Addendum and the Agreement shall control. If any changes are made to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void. Notwithstanding anything else in this Section 5, Vendor's privacy policy may be updated from time to time,and the then-current privacy policy will apply to end users of Vendor's software and systems. 6. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by Governmental Units," is self-insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or effect. City will provide a letter of self-insured status as requested by Vendor. Addendum Page 2 of 6 7. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 8. Indemnity. To the extent the Agreement, in any way,requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 9. Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and further agrees to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information ("Personal Data") by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed under the Agreement or any Statement(s) of Work("Data Breach"), Vendor shall immediately notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach,Vendor shall fully and immediately comply with applicable laws, and shall take the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any and all claims, suits, causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising out of or relating to any third party claim arising from breach by Vendor of its obligations contained in this Section, except to the extent resulting from the acts or omissions of City.All Personal Data to which Vendor has access under the Agreement,as between Vendor and City, will remain the property of City. City hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under the Agreement, unless authorized in writing by City. Vendor's obligation to defend,hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party. All Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. 10. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is sufficient for purposes of the Agreement only. 11. No Debt. In compliance with Article I I § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 12. Public Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Addendum Page 3 of 6 Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 13. Addendum Controlling. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 14. Network Access. a. City Network Access. If Vendor, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to the City's computer network in order to provide the services herein, Vendor shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit"A" and incorporated herein for all purposes. b. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel,requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"), Interstate Identification Index System ("III System"),National Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems("TLETS"),that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under the Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended,and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes, modifications, alterations, or amendments shall be made to the Security Addendum. The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 15. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under the Agreement, including completing the Employment Eligibility Verification Form(I-9). Upon request by City,Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under the Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES,SUBCONTRACTORS,AGENTS,OR LICENSEES.City,upon written notice Addendum Page 4 of 6 to Vendor, shall have the right to immediately terminate the Agreement for violations of this provision by Vendor. 16. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the Agreement. 17. Right to Audit. Vendor agrees that City shall,until the expiration of three(3)years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Vendor involving transactions relating to the Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. (signature page follows) Addendum Page 5 of 6 ACCEPTED AND AGREED: CITY: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all By: performance and reporting requirements. Name: Valerie Washington Title: Assistant City Manager Date: Apr 1,2020 By. l�� Name: Christian Harper Approval Recommended: Title: Code Compliance Superintendent Approved as to Form and Legality: By: w ..u,,.� Name: Robert Smouse Title: Code Compliance Assistant Director By: A Name: John B. Strong Attest: "''` '' Title: Assistant City Attorney Contract Authorization: Name: Mary Kayser ,�� ` Title: City Secretary +: � e`t VENDOR: Recollect Systems, Inc. By: moo, Name: t eke cto55 Title: Director Date: Mar 31,2020 K"'I R E e ,. s7 a; y ski. „70'A, T Addendum �ageof .