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HomeMy WebLinkAboutContract 59653DocuSign Envelope ID: C3F179B4-B9A2-40DB-872E-23884CEOBC7F CSC No. 59653 e Routeware Routeware Global 16525 SW 72nd Ave Portland, Oregon 97224 United States Phone: (503) 906-8500 Fax: (503) 906-8544 Email: info@routeware.com Ship To Val Familo Fort Worth, TX 200 Texas St Fort Worth, Texas 76102 United States 817-392-5160 valerie.familo@fortworthtexas.gov SALESPERSON I PHONE Kyle Douglass (503) 906-8513 Order #: Term: Date: Expires On Bill To Fort Worth, TX Sourcewell 6591. #041217-RCS 200 Texas St Fort Worth, Texas 76102 United States EMAIL kdouglass@routeware.com Order Form Q-04241-2 12 Months 2/8/2023 PAYMENT TERMS Net 30 Statement of Confidentiality & Non -Disclosure This document contains proprietary and confidential information. All information and data submitted to Fort Worth, TX 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 Fort Worth, TX 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 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Q-04241-2- Page 1 of 3 DocuSign Envelope ID: C3F179B4-B9A2-40DB-872E-23884CEOBC7F Support Fees PRODUCT UNIT QTY UNIT PRICE EXTENDED ReCollect Data Transformation Services Per Month 1.00 USD 0.00 USD 0.00 ReCollect Essential Success Package Per Month 1.00 USD 0.00 USD 0.00 ReCollect Text Messaging (1000 Per Month 11.00 USD 45.83 USD 504.13 Subscribers) ReCollect Waste Wizard Per Month 1.00 USD 498.42 USD 498.42 ReCollect Website Tool Per Month 1.00 USD 0.00 USD 0.00 ReCollect Collection Calendar Per Month 1.00 USD 1,143.63 USD 1,143.63 ReCollect Waste Sorting Game Per Month 1.00 USD 354.96 USD 354.96 ReCollect Mobile App Per Month 1.00 USD 498.42 USD 498.42 Support Fees TOTAL: USD 2,999.56 Payment Terms - Support Fees: Due annually in advance per Support Plan terms and conditions Terms & Conditions Information This Order and all products and services herein are subject to and limited to the terms and conditions detailed in the Addendum attached and incorporated herein. Any purchase orders issued in response to this Order, will be deemed acceptance of such terms. 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. Additional Terms - Services not to exceed four hundred thousand (400,000) Service Addresses. Q-04241-2 - Page 2 of 3 DocuSign Envelope ID: C3F179B4-B9A2-40DB-872E-23884CEOBC7F Fort Worth, TX Signature, Valerie Washington (Jun 23, 202312:17 CDT) Name (Print): Valerie Washington Routeware Global Date: J u ne 23, 2023 Title: Assistant City Manager DocuSigned by: FTune 14, 2023 Signature: Date: Name (Print): tanae Bulkley Title: Controller Please sign and email to Kyle Douglass at kdouglass@routeware.com or fax to (503) 906-8544 Reviewed By: Accounts Recei vabl e EDocuSigned by: 78CA773844DE43C... Q-04241-2- Page 3 of 3 DocuSign Envelope ID: C3F179B4-B9A2-40DB-872E-23884CEOBC7F e Routeware ROUTEWARE GLOBAL MASTER SALES AND LICENSE AGREEMENT 1. DEFINITIONS The definitions of terms set forth in the Order are incorporated by reference herein. In addition, the following terms shall have the following meanings in the Order and in all Incorporated Agreements. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Company" Routeware, Inc. and its subsidiaries "Company Content" means any Intellectual Property created, acquired, or licensed by Company and included in the Company Platform and/or the Services, other than Customer Content. "Company Materials" means the Company Platform, the Company Content, the Company 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 Company in connection with the Services or otherwise comprise or relate to the Services, the Company Platform or the Company Systems. For the avoidance of doubt, Company Materials do not include Customer Content. "Company Platform" means Company mobile phone applications, web widgets, back -office administration dashboard, APIs and any third -party or other software that Company 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. "Control" for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. "Confidential Information" has the meaning set forth in Section 10. "Data Sets" mean digital data set(s) including, but not limited to, geographic, vector data coordinates, raster, or associated tabular attributes in Software compatible format(s) supplied by Company or as part of Third -Party Products. "Designated Computer System" means a computer system and/or central processing units with associated network and licensed users, as set forth in the Order. "Dispute" has the meaning set forth in Section 11.8. "Documentation" means user guides, user manuals, specifications, and other documentation provided by Company including specific Truckware or Officeware, if any, as such documentation may from time to time be amended or modified by Company. "Effective Date" means the date of Customer Signature or issuance of Purchase Order and Acceptance of the MSLA. "Fees" means the amounts due for all Products and Services under the Order. "Hardware" means all items designated in the Order as "Hardware." "License Period" means the period listed on the Order, and any period of renewal (which shall be automatically renewing periods equivalent in length to the period listed on the Order), or, if no such period is stated on the Order, for automatically renewing periods of one (1) year started from the Effective Date or the Support Plan Commencement Date, as defined in the Support Plan Terms & Conditions, section 2.1, whichever occurs later. "MSLA" means this Master Sales and License Agreement. "Officeware" means all server -based or desktop -based, Software, if any, that is provided to Customer by Company under this Agreement, whether installed at Customer's site, hosted by Company or cloud- hosted, other than Truckware. "Order" means the order to which this MSLA and any other Incorporated Agreements are incorporated by reference. "Products" means Hardware and Software. CONFIDENTIAL Page 1 of 10 Rev. 08.01.2022 DocuSign Envelope ID: C3F179B4-B9A2-40DB-872E-23884CEOBC7F "Services" means all items designated in the Order as "Services" and "Support." "Software" means all items designated in the Order as "Software" and includes all Updates. "Support" means all items designated as "Support" in the Order. "Taxes" has the meaning set forth in Section 2.3. "Third -Party Products" means hardware and software sold by Company that is manufactured, developed or made available by other companies and distributed by Company for use in conjunction with the Products, including but not limited to products from Microsoft, Google, and open source or "free" software. "Third -Party Terms" has the meaning set forth in Section 4. "Truckware" means all Software that operates on hardware that is integrated into the Customer's vehicle fleet, if any, whether such hardware is sold by Company or certified and approved by Company in writing. "Updates" are subsequent releases of Software which Company generally makes 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 Company's sole discretion) for which Company charges a separate fee. Updates are provided as and when available (as determined by Company) and may not include all previously available supported features. Company develops Updates in its discretion and has no obligation to develop any specific feature or functionality. 2. GENERAL ORDERING PROCESS AND PAYMENT 2.1 Delivery. Company will use reasonable efforts to meet the delivery dates for Products and Services that are specified in the Order. All Product shipments are delivered F.O.B. to Company's facility, with title and risk of loss passing at that time. All Products are deemed accepted upon delivery. Delivery delay or default of any installment shall not relieve the Customer of its obligation to pay for Products or Services provided by Company or accept remaining deliveries of Product. 2.2 Payment Terms and Remedies. Unless otherwise stated in the Order, Customer will pay all invoiced Fees in the currency set forth in the Order within ten (10) days following 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. Fees for Software are based on parameters set forth in the Order (such as number of trucks or users) and not actual usage, and cannot be reduced or refunded during the License Period based on non-use. Customer will reimburse Company in full for any and all collection costs incurred by Company. In the event of non-payment by Customer of any Fees, Company 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 Company permits delayed payment or otherwise finances any purchases of Products by Customer, (a) Customer grants to Company a first priority, purchase money security interest in such Products as collateral until payment is made in full, (b) Company will enjoy all rights and remedies available to it with respect to such collateral under applicable law, (c) Customer will take all steps reasonably requested by Company 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. In addition, a "returned payment" fee will be assessed for any payment (including any ACH or electronic payments) on Customer's account which is dishonored or returned unpaid for any reason (including any payment returned because it is not signed, authorized or cannot be processed for any reason). If Company incurs a foreign exchange loss because of a returned payment and the subsequent foreign exchange rate is unfavorable to Company, the loss will be assessed to Customer. 2.3 Taxes and Duties. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, but not limited to, any sales, value added or goods and services tax, or other governmental CONFIDENTIAL Page 2 of 10 Rev. 08.01.2022 DocuSign Envelope ID: C3F179B4-B9A2-40DB-872E-23884CEOBC7F charges or tariffs imposed or payable in connection with the rights granted to Customer under this Agreement, or in connection with the payment of Fees (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Company has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Company will invoice Customer and Customer will pay that amount, unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Company is solely responsible for taxes assessable against it based on its income, property and employees. 2.4 Price Adjustment. Beginning on the first full calendar year commencing after the Effective Date or on the one-year anniversary of the Effective Date, Company may, upon thirty (30) calendar days' prior notice to Customer, prospectively increase any Fees. 3. SOFTWARE LICENSES; SUPPORT 3.1 License. Subject to the provisions of the Agreement (including any geographical or location restrictions set forth in the Order), subject to the Customer's payment of the Fees described in the Order, Company grants a limited, personal, non-transferrable, non-sublicensable, non-exclusive license during the License Period (which can be for a period certain or perpetual) to Customer: (a) To operate the Officeware, if any, Data Sets, if any, and Products, and use the Services for Customer's internal purposes as set forth and subject to the limitations in the Order, in accordance with the Documentation. (b) To operate the Truckware, if any, on up to the number of trucks authorized on the Order, in accordance with the Documentation. Under no circumstances may Customer load Truckware on hardware (including computers and peripherals) that is not sold or certified and approved by Company. (c) To use the Documentation in connection with the licenses described in subsections (a) and (b). (d) The Products and/or Services may contain functionality that uses anonymized customer data. Customer agrees that their anonymized data will be used in the Company's Products and/or Services. 3.2 Period of License. The license described in Section 3.1 will continue in force for the License Period, subject to, in the case of a subscription, either party electing against renewal or requesting reduction of any product by notifying the other party in writing at least ninety (90) days prior to the end of the then -current License Period. Such notice must be provided on Customer's company letterhead, include the date of the notice, applicable products and quantity, signed by an authorized party, and may be submitted electronically. 3.3 Restrictions; Reservation of Rights. Customer agrees not to (and to not enable any third party to): (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 sublicenses 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; (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; (h) if the Order sets forth a Designated Computer System, use the Software on a computer system other than a Designated Computer System; CONFIDENTIAL Page 3 of 10 Rev. 08.01.2022 DocuSign Envelope ID: C3F179B4-B9A2-40DB-872E-23884CEOBC7F (i) 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; (j) create any software that competes with the Software or provides substantially the same functions as the Software; or (k) use the Software in a country other than as indicated in the Order. 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). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), Software is provided to U.S. Government End Users (i) only as a commercial end item and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Other than as stated in this Agreement, Company grants Customer no other right, title or interest in any Software. 4. THIRD PARTY PRODUCTS. Third -Party Products may be subject to additional license terms and restrictions ("Third -Party Terms"), which Company will make available to Customer as required by the suppliers of such Third - Party Products. In the event of a conflict between the terms of this Agreement and any Third -Party Terms, the Third - Party Terms shall control to the extent of the conflict. Company hereby assigns to Customer (to the extent assignable) all warranties given by the supplier(s) of Third -Party Products; provided, however, that Customer agrees to look to the supplier(s) for any Third -Party Products warranty, service and other post -purchase issues. Customer is solely responsible for obtaining any and all components, updates, new versions, and releases for any Third -Party Products necessary for use in connection with the Products. 5. AUDITS. During the term of the Agreement and for a period of one year thereafter, Company 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 the Agreement. The audit will include at a minimum Company 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 less than 15 days' prior written notice to Customer. The audit will be conducted virtually or onsite at the Customer's premises, at Company'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 Company the amount of that underpayment and, in addition, will (1) reimburse Company's reasonable and actual costs for that audit and (2) be subject to legal remedies available to Company for Customer's breach of the Agreement. 6. INTELLECTUAL PROPERTY RIGHTS. Title to the Company Materials (excluding any Customer Content incorporated therein) shall at all times remain with Company or its third -party licensors as applicable. Customer acknowledges that the Services and the Company Materials are proprietary to Company and that all rights thereto are owned by Company or its third -party licensors as applicable. The Customer further acknowledges that the Company Materials contain trade secrets of Company and that the Company 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 Company 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 Company Platform. 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; CONFIDENTIAL Page 4 of 10 Rev. 08.01.2022 DocuSign Envelope ID: C3F179B4-B9A2-40DB-872E-23884CEOBC7F (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 Hardware and Software Warranties. (a) Subject to the exceptions listed below in part (b), Company warrants (i) that the Hardware will be free from material defects in materials and workmanship and will operate in all material respects in accordance with its applicable Documentation (the "Hardware Warranty") for one year from the date of initial shipment (the "Hardware Warranty Period"); and (i i) that the Software will be free from material defects and workmanship and will operate in all material respects in substantial conformance with the Documentation (the "Software Warranty") for a period of ninety (90) days from the date of initial delivery (the "Software Warranty Period"). Customer may purchase renewals of the Hardware Warranty Period through extended service plans made available by Company in its discretion. Following the end of the Hardware Warranty Period, Company will have no further obligation to repair or support the applicable Hardware. (b) Company'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 Company 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; (i i) Customer's failure to operate the Product in accordance with the Documentation; (iii) input errors, data conversion errors or other such errors, such as Customer's failure to sequence route stops independently or through a Company professional services agreement; (iv) any change made to the Product by Customer without Company's written approval; (v) any defect, limitation or incompatibility in any equipment or other component installed by Customer; (vi) any accident, catastrophe, act of God, or interruption or fluctuation in electrical power supplies; (vii) any material change in Customer's business or in the operating conditions under which the Product is used; (viii) translations; or (ix) Third -Party Products. 7.3 Disclaimer. THE WARRANTIES OF SECTION 7.2 ARE THE EXCLUSIVE WARRANTIES OFFERED BY COMPANY AND COMPANY MAKES NO 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, SUITABILITY AND THOSE THAT ARISE FROM ANY COURSE OF DEALING OR COURSE OF PERFORMANCE, ARE HEREBY DISCLAIMED. 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 (CONFIDENTIALITY), OR VIOLATIONS OF COMPANY'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, LOST DATA AND ANY OTHER CONFIDENTIAL Page 5 of 10 Rev. 08.01.2022 DocuSign Envelope ID: C3F179B4-B9A2-40DB-872E-23884CEOBC7F 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 BY LAW AND EXCEPT WITH RESPECT TO THE FAILURE TO PAY AMOUNTS PROPERLY OWED, BREACHES OF SECTION 10 (CONFIDENTIALITY), OR VIOLATIONS OF COMPANY'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 COMPANY IN THE 12 MONTHS PRIORTO THE EVENTTHAT GAVE RISE TO LIABILITY. EXCEPT WITH RESPECT TO THE FAILURE TO PAY AMOUNTS PROPERLY OWED, BREACHES OF SECTION 10 (CONFIDENTIALITY), OR VIOLATIONS OF COMPANY'S INTELLECTUAL PROPERTY RIGHTS, NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE TRANSACTIONS UNDER THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY HERETO MORE THAN TWO YEARS AFTER THE CAUSE OF ACTION HAS OCCURRED. 8.3 ALLOCATION OF RISK. 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. The Agreement begins on the Effective Date and continues through the License Period, until terminated pursuant to this Section 9 and Section 3.2. 9.2 Termination Rights. The Agreement (including any of the Incorporated Agreements) may only be terminated as follows: (a) by mutual, written agreement of the parties; (b) by either party if the other party materially breaches the Agreement, and does not cure the breach within 30 days after receiving written notice from the non -breaching party; (c) at the end of the License Period; 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 and delete or return to Company all copies of Software in Customer's possession; (b) all other rights and obligations immediately cease, except that Sections 2.2, 3.3, 5, 7.3, 8, 9.3, 10, 11 of the MSLA, Section 2.2 of the Support Plan (if the Support Plan is an Incorporated Agreement), and Sections 5.1, 6, 7, 8, 9, and 10 of the Professional Services Agreement (if the PS Agreement is an Incorporated Agreement) 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 Company any undisputed amounts still outstanding. For clarity, undisputed amounts include all payments owed by Customer during the entire term of the Agreement. 10. CONFIDENTIAL INFORMATION; PUBLICITY CONFIDENTIAL Page 6 of 10 Rev. 08.01.2022 DocuSign Envelope ID: C3F179B4-B9A2-40DB-872E-23884CEOBC7F 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 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, all pricing, Documentation and Software are Company 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 was obtained lawfully; (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 (d) 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. CONFIDENTIAL Page 7 of 10 Rev. 08.01.2022 DocuSign Envelope ID: C3F179B4-B9A2-40DB-872E-23884CEOBC7F 11.2 Insurance. Each party will maintain, at its own expense during the term of this Agreement, insurance appropriate to its obligations under this Agreement, including as applicable general commercial liability, errors and omissions, employer liability, automobile insurance, and worker's compensation insurance as required by applicable law. 11.3 Customer Responsibility. Customer is solely responsible under the Agreement for all actions of its officers, directors, employees and contractors. Customer is solely responsible for the use of the Software, including but not limited to: assuring proper installation and configuration (if not installed and configured by Company); audit controls and methods; establishing adequate backup plans; converting data to and from the data structures used by the Software; assuring adequate data input and retrieval; and using the Software as set forth in the Documentation. Company is not responsible for any loss of data by Customer resulting from improper conversion Customer's data to or from the data formats and data structures used by the Software. Customer has sole responsibility for the accuracy, quality, integrity, reliability and appropriateness of all Customer data. Customer is solely responsible to prevent unauthorized access to, or use of, Products or Services hereunder, and will notify Company promptly of any such unauthorized access or use. Customer will comply with all applicable laws in its use of Products and Services hereunder. 11.4 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, flood, labor disputes and strikes, riots, war, pandemics, telecommunications failures (including any systemic Internet failures and any interruptions in services of internet service providers), and 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. 11.5 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. A license transfer fee may be assessed by Company in the event of Customer acquisition/change in control. 11.6 Changes & Waivers. Company reserves the right to change the terms and conditions of this Agreement at any time. It is Customer's responsibility to check these terms and conditions periodically for changes. 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. 11.7 Governing Law. The laws of the State of Oregon, without regard to conflict of laws rules, govern the interpretation and enforcement of this Agreement. Notwithstanding anything to the contrary in this Section 11.7, no disputes between the parties shall be brought by either party in the state's small claims courts. 11.8 Dispute Resolution. If a dispute arises out of, or in connection with, this Agreement, and the Parties do not resolve some or all of the dispute through discussions then: (a) Either Party may provide to the other written notice containing a request to negotiate. This notice shall be given promptly in order to prevent further damages resulting from delay and shall specify the issues in dispute. CONFIDENTIAL Page 8 of 10 Rev. 08.01.2022 DocuSign Envelope ID: C3F179B4-B9A2-40DB-872E-23884CEOBC7F (b) If the Parties do not resolve some or all of the issues in dispute within thirty (30) days from the notice to commence negotiations, the Parties agree to attempt to resolve those issues through mediation. (c) The Parties agree to jointly select a mediator. If they are unable to do so, then a mediator will be chosen upon Demand for Arbitration by the Parties to the American Arbitration Association ("AAA"). The dispute shall be mediated pursuant to the Commercial Arbitration Rules or for arbitration by the AAA of a domestic commercial dispute without specifying particular rules. The venue for any such arbitration shall be [Jurisdiction as defined by Customer]. (d) Subject to applicable law, confidential information disclosed by the Parties or by other participants (witnesses) in the course of the mediation shall not be divulged. The mediator shall maintain the confidentiality of all information obtained in the mediation, and all records, reports, or other documents received by a mediator while serving in that capacity shall be confidential. (e) The Parties shall ensure that appropriate representatives of each Party, having authority to consummate a settlement, attend the mediation conference. Prior to and during the scheduled mediation conference session(s) the Parties and their representatives shall, as appropriate to each Party's circumstances, exercise their best efforts to prepare for and engage in a meaningful and productive mediation. (f) The Parties agree that they will each be responsible for the costs of their own legal counsel and personal travel. All expenses of the mediator, including required traveling and other expenses or charges, shall be borne equally by the Parties. The expenses of participants for either side shall be paid by the Party requesting the attendance of such participants. 11.9 Attorney Fees. The prevailing party in any arbitration or 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. 11.10Conflicts. 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. 11.11 Notices. Unless stated otherwise, all notices, consents and approvals under this Agreement must be delivered in writing by courier, by facsimile, by email 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 11.11. Customer is responsible for providing Company with its complete and accurate billing and contact information and notifying Company of any changes to such information. 11.12 Counterparts. The 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 electronic signature or facsimile and such execution and delivery will have the same force and effect of an original document with original signatures. 11.13 Headings; Interpretation. Headings are used in the Agreement for reference only and will not be considered when interpreting this Agreement. As used in this Agreement, "includes" (or "including") means without limitation. 11.14 Export Compliance. The Products may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied- party list. Neither party will access or use any Products or Confidential Information provided to it hereunder in a U.S.-embargoed CONFIDENTIAL Page 9 of 10 Rev. 08.01.2022 DocuSign Envelope ID: C3F179B4-B9A2-40DB-872E-23884CEOBC7F country or region (currently the Crimea region, Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or governmental regulation. 11.15Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. 11.16 No Third -Party Beneficiaries. There are no third -party beneficiaries under this Agreement. 11.17Integration. 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 Page 10 of 10 Rev. 08.01.2022 DocuSign Envelope ID: C3F179B4-B9A2-40DB-872E-23884CEOBC7F .�IILE B: ORDER FORM 40* Routeware I�Collect corn Easy 0U1e �1�i ,Web x Routeware Companies REMITTANCE INFORMATION (EFT PREFERRED): accountsreceivable@routeware.com I PO Box 676074, Dallas, TX 7S267-6074 FOR USD CUSTOMERS: Bank: PNC Bank, N.A. Bank Address: 2 Tower Center Blvd, East Brunswick, NJ 08816 Acct Title: Routeware, Inc. Account #: 8026456977 Routing #: 031207607 FOR CAD CUSTOMERS: Bank: Royal Bank of Canada, Toronto Bank Address: 180 Wellington Street Toronto, ON M5J1J1 Account Title: Routeware Canada, Inc. Account #: 1008812 Bank & Transit #: 003, 01024 GST/HST no. 81978 8480 RT0001 (ReCollect) GST/HST no. 86480 2954 RT0001 (RouteOptix) BILL TO SHIP TO Fort Worth, TX Fort Worth, TX Sourcewell 6591. #041217-RCS 200 Texas St 200 Texas St Fort Worth, Texas 76102 Fort Worth, Texas Invoice Invoice #: INV-020708 Invoice Date: 03/29/2023 CUSTOMER PO CUSTOMER NO. TRACKING NUMBER SHIP VIA TERMS DUE DATE RC 2023 Annual Support C001054 Net 30 04/28/2023 DESCRIPTION CITY U/M UNIT COST AMOUNT ReCollect Collection Calendar: 03/17/2023 - 03/16/2024 1 Each $13,723.56 $13,723.56 ($1,143.63 per month) ReCollect Mobile App: 03/17/2023 - 03/16/2024 1 Each $5,981.04 $5,981.04 ($498.42 per month) ReCollect Text Messaging (1000 Subscribers): 03/17/2023 - 11 Each $549.96 $6,049.56 03/16/2024 (11 blocks x $45.83 per block, per month) ReCollect Waste Sorting Game: 03/17/2023 - 03/16/2024 1 Each $4,259.52 $4,259.52 ($354.96 per month) ReCollect Waste Wizard: 03/17/2023 - 03/16/2024 1 Each $5,981.04 $5,981.04 ($498.42 per month) ReCollect Data Transformation Services: 03/17/2023 - 1 Each $0.00 $0.00 03/16/2024 Included ReCollect Essential Success Package: 03/17/2023 - 03/16/2024 1 Each $0.00 $0.00 Included ReCollect Website Tool: 03/17/2023 - 03/16/2024 1 Each $0.00 $0.00 Included Subtotal $35,994.72 SHIPPING $0.00 SHIPPING (RMA) $0.00 TAX $0.00 PLEASE NOTE: To the extent you do not have a currently effective written contract for services with a Routeware company, by paying this invoice, you agree that the terms and conditions found at httos://routeware.com/Clients/ will apply to and govern the services provided to you by Routeware, and therefore, will affect your legal rights and obligations. However, if you have a currently effective written contract for services with a Routeware company, the terms and conditions of your written contract will continue to apply as provided in such contract. As determined appropriate by Routeware, payments that do not reference a specific invoice will be applied to the oldest outstanding invoice. 1 .. .1 .. 91 days 91 days Total 49,078.81 CAD 0.00 CAD 0.00 CAD 0.00 CAD 0.00 CAD 49,078.81 CAD Customers with a balance 30+ days past due are subject to support hold. All returns are subject to a 15% restocking charge. Overdue amounts are subject to late payment charge of 1.5% per month. Fees may be occasionally increased to align with inflation and cost increases. DocuSign Envelope ID: C3F179B4-B9A2-40DB-872E-23884CEOBC7F 40* Routeware I�Collect corn Easy 0U1e �1�i ,Web x Routeware Companies VAT $0.00 VAT-nr $0.00 Total $35,994.72 PAYMENTS APPLIED $0.00 REMAINING DUE $35,994.72 USD PLEASE NOTE: To the extent you do not have a currently effective written contract for services with a Routeware company, by paying this invoice, you agree that the terms and conditions found at htti3s://routeware.com/Clients/ will apply to and govern the services provided to you by Routeware, and therefore, will affect your legal rights and obligations. However, if you have a currently effective written contract for services with a Routeware company, the terms and conditions of your written contract will continue to apply as provided in such contract. As determined appropriate by Routeware, payments that do not reference a specific invoice will be applied to the oldest outstanding invoice. 1 .. .1 .. 91 days 91 days Total 49,078.81 CAD 0.00 CAD 0.00 CAD 0.00 CAD 0.00 CAD 49,078.81 CAD Customers with a balance 30+ days past due are subject to support hold. All returns are subject to a 15% restocking charge. Overdue amounts are subject to late payment charge of 1.5% per month. Fees may be occasionally increased to align with inflation and cost increases. DocuSign Envelope ID: C3F179B4-B9A2-40DB-872E-23884CEOBC7Foi—AEDULE E: FORT WORT H CITY OF FORT WORTH CHAPTER 252 EXEMPTION FORM Instructions: Fill out the entire form with detailed information. Once you have completed this form, provide it to the Purchasing attorney for review. The attorney will review the information you have provided to determine whether an exemption to Chapter 252's biding requirements is defensible. If you are printing this form to provide to Legal, please do not provide the Primer portion. Failure to provide sufficient information may result in follow up questions and cause a delay in the attorney's determination. Section 1: General Information Requesting Department: Code Compliance Name of Contract Manager: Christian Harper Department's Attorney: (Chris Austrial Item or Service sought: Goods: [] Service: N Anticipated Amount: f40,0001 Vendor: (Recollect Svstems Incl Current/Prior Agreement for item/service: Yes ® No ❑ CSC or Purchase Order #: f537441 Amount: f $35,994.721 Projected M&C Date: [N/A] How will this item or service be used? (This service is used in two mimary ways. First, there is a mobile an) that offers residents of Fort Worth access to their solid waste collection schedule (Garbage, Recvclin2, Yard Waste, and Bulk Waste), provides collection reminders, provides an online material search tool called "Waste Wizard" that educates residents on what meterials can be recvcled, what materials can be donated or reused and what materials must be disposed of, and has a recvclin2 sorting tame that educates residents and their children in a fun and entertaining way. In addition the an) provides the locations of the drop-off stations and allows residents to report issues directiv to the Solid Waste division. Page 1 of 4 DocuSign Envelope ID: C3F179B4-B9A2-40DB-872E-23884CEOBC7F The second wav the service runs is on the Citv's website using an integrated widget. The widget allows the resident to access the same information as the aw but does not require them to download the app. There are currently over 70,000 Fort Worth residents who have downloaded and currently use this an). The ReCollect an) has been used by the Citv since 2015 and is currently branded the "Fort Worth Garbage & Recvclin2 ADD". In addition the Call Center uses it as a resource and the Solid Waste team uses the 'service alert' feature to send messages directly to residents about service issues like suspended services during ice and snow storms.l Section 2: Claimed Exemption and Justification (Other than sole source) NOTE - For a claimed sole -source exemption, complete Section 3. Please indicate the non -sole -source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer for detailed information about common exemptions: [] A procurement necessary to preserve or protect the public health or safety of the City of Fort Worth's residents; R A procurement necessary because of unforeseen damage to public machinery, equipment, or other property; [] A procurement for personal, professional, or planning services; [] A procurement for work that is performed and paid for by the day as the work progresses; R A purchase of land or a right-of-way; R Paving drainage, street widening, and other public improvements, or related matters, if at least one-third of the cost is to be paid by or through special assessments levied on property that will benefit from the improvements; [] A public improvement project, already in progress, authorized by the voters of the municipality, for which there is a deficiency of funds for completing the project in accordance with the plans and purposes authorized by the voters; [] A payment under a contract by which a developer participates in the construction of a public improvement as provided by Subchapter C, Chapter 212; R Personal property sold: • at an auction by a state licensed auctioneer; • at a going out of business sale held in compliance with Subchapter F, Chapter 17, Business & Commerce Code; Page 2 of 4 DocuSign Envelope ID: C3F179B4-B9A2-40DB-872E-23884CEOBC7F by a political subdivision of this state, a state agency of this state, or an entity of the federal government; or under an interlocal contract for cooperative purchasing administered by a regional planning commission established under Chapter 391; [] Services performed by blind or severely disabled persons; [] Goods purchased by a municipality for subsequent retail sale by the municipality; [] Electricity; or R Advertising, other than legal notices. Please provide details and facts to explain why you believe the exemption applies to the purchase. You may also attach documentation to this form. [INSERT DETAILED EXPLANATION AS TO HOW/WHY CLAIMED EXCEPTION APPLIES TO THIS PURCHASE] Section 3: Claimed Sole -Source Exemption and Justification NOTE - For any non -sole -source exemption, complete Section 2. Please indicate the sole -source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer for detailed information about common exemptions *A procurement of items that are available from only one source, including: • items that are available from only one source because of patents, copyrights, secret processes, or natural monopolies; • films, manuscripts, or books; • gas, water, and other utility services; • captive replacement parts or components for equipment; • books, papers, and other library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and • management services provided by a nonprofit organization to a municipal museum, park, zoo, or other facility to which the organization has provided significant financial or other benefits; How did you determine that the item or service is only available from one source? There are other apes available in the market that offer similar functionality to components of the ReCollect aDD but what makes this a single source is the combination of functionalitv that only Page 3 of 4 DocuSign Envelope ID: C3F179B4-B9A2-40DB-872E-23884CEOBC7F ReCollect offers. The combination of collection schedules, collection reminders, recvclina sorting tame, Waste Wizard waste sorter, website widgets, admin portal and reporting suite and service alerts are all available on the same am with the same back end reporting capability. ] Attach screenshots and provide an explanation of any independent research you conducted, through internet searches, searching cooperatives, or discussions with others knowledgeable on the subject matter that corroborate that the item is available only from a single source. (Please see attached screen shot] Did you attach a sole source justification letter? M Yes ❑ No Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.). ReCollect owns the intellectual Dronertv (software, functionality) Section 4: Attornev Determination With the facts provided by the department, is the use of the claimed exemption defensible if the City were to be challenged on this purchase? M Yes ❑ No. Was there anything attached to this form that was relied on in making this determination? M Yes ❑ No. If yes, please explain: The Department included a sole source letter. Was there anything not included on this form or attached hereto that was relied on in making this determination? [] Yes M No. If yes, please explain: N/A Will the standard terms and conditions apply? Will the contract require special terms? Will the contract require review by the department attorney? Approved By: I✓4 A4tc Pistant Anato-Mensah A City Attorney M Yes ❑ No. [] Yes M No. M Yes ❑ No. Date: 3/7/2023 Page 4 of 4 DocuSign Envelope ID: C3F179B4-B9A2-40DB-872E-23884CEOBC7F Routeware Mirch 3rd 2^% To whom it may concern: 16525 SW 72"d Ave. (503) 906-8500 1 Corporate Offices Portland, OR 97224 (877) 906-8550 1 Toll Free www.routeware.com (503) 906-8544 1 Fax This - 1 t-on-lod to ; c"ccf that Rn--;teware software is proprietary software solely provided by Ruuteware. We are the sole owner, developer, distributor, and provider of annual support/maintenance for all ReCollect products including: - ReCollect Waste Sorting Game Routeware has full power and authority to grant the rights to license it without the consent of any other person or entity. Sincerely, Routeware, Inc. DocuSign Envelope ID: C3F179B4-B9A2-40DB-872E-23884CEOBC7F 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 Routeware, Inc. ("Vendor") and the City of Fort Worth ("City"), collectively the "parties." The Contract documents shall include the following: 1. Routeware Order Form Q-04241-2; and 2. This Addendum. Notwithstanding any language to the contrary in the attached Routeware Order Form and Master Services Agreement ([collectively referred to herein as] 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 upon April 1, 2023 ("Effective Date") and shall expire no later than March 31, 2024 ("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. 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. b. 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 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. Addendum Page 1 of 6 DocuSign Envelope ID: C3F179B4-B9A2-40DB-872E-23884CEOBC7F C. 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. Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under the Agreement. 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. Attornevs' 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. 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. 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. Addendum Page 2 of 6 DocuSign Envelope ID: C3F179B4-B9A2-40DB-872E-23884CEOBC7F 8. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under the Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non -infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate the Agreement, and refund any prepaid but unused fees. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. 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 direct damages incurred by City as a result of claims, suits, causes of action, liability, loss, Addendum Page 3 of 6 DocuSign Envelope ID: C3F179B4-B9A2-40DB-872E-23884CEOBC7F 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. 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 11 § 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 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. Immigration Nationalitv 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 1-9 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 DocuSign Envelope ID: C3F179B4-B9A2-40DB-872E-23884CEOBC7F to Vendor, shall have the right to immediately terminate the Agreement for violations of this provision by Vendor. 15. No Bovcott 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. 16. Rialit 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 a minimum of thirty (30) days' advance notice of intended audits. City agrees that it can perform a maximum of one audit per annum and all costs of the audit are borne by the City. (signature page follows) Addendum Page 5 of 6 DocuSign Envelope ID: C3F179B4-B9A2-40DB-872E-23884CEOBC7F ACCEPTED AND AGREED: CITY: By: Valerie Wasngton (Jun 23, 2023 12:17 CDT) Name: Valerie Washington Title: Assistant City Manager Date: , 2023 APPROVAL RECOMMENDED: By: Ai6 e?2 Name: James Keezell Title: Code Compliance Assistant Director 4tdg4UUnIl� ppF F�� ATTEST: pF AR? ° e °-�d Ovo a=0 paa* o ° 0000l000 *�d % .�uC�A-u aaa� nEXASaAp By: Name: Jannette Goodall Title: City Secretary VENDOR: ROUTEWARE, INC DocuSigned by: By: @i vaal e Name: Title: Accountsreceivable(cr�,routeware.com Date: 3une 14, 2023 CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Chrishan Harper By: Christian Harper (Jun 21, 201316:45 CDT) Name: Christian Harper Title: Contract Services Administrator APPROVED AS TO FORM AND LEGALITY: By:a ���""` Name: Christopher Austria Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A Form 1295: N/A ROUTEWARE, INC DocuSigned by: C(A.n By: 71 Name: Lanae Bulklev Title: Controller Date: Tune 14, 2023 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Addendum Page 6 of 6