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Order No. 20-047 - Approval and Execution of 3 Agreements with Routematch Software, Inc. (07-07-20)
JOSEPH E. SMITH, CLERK OF THE CIRCUIT COURT SAINT LUCIE COUNTY FILE # 4727656 07/09/2020 04:26:59 PM OR BOOK 4443 PAGE 2913 - 2937 Doc Type: ORD RECORDING: $214.00 ORDER NO. 20-047 AN ORDER OF THE ST. LUCIE COUNTY ADMINISTRATOR REGARDING APPROVAL AND EXECUTION OF THREE (3) AGREEMENTS WITH ROUTEMATCH SOFTWARE, INC. WHEREAS, the St. Lucie County Administrator has made the following determinations: 1. On March 17, 2020, the St. Lucie County Public Safety Director declared a State of Local Emergency COVID-19 Public Health Emergency ("St. Lucie County Declaration of Emergency"); and 2. The findings in the St. Lucie County Declaration of Emergency are incorporated herein; and 3. On March 16, 2020, President Donald J. Trump and the Centers for Disease Control and Prevention ('CDC") issued the "15 Days to Slow the Spread" guidance advising individuals to adopt far-reaching social distancing measures, such as avoiding gatherings of more than 10 people, and in states with evidence of community spread, recommending restrictions to certain establishments conducive to mass gatherings and congregations; and 4. On March 29, 2020, the President extended such guidance to be in effect until April 30, 2020; and 5. On March 24, 2020, the Governor of the State of Florida issued Executive Order No. 20-83 directing the State Surgeon General and State Health Officer to issue a public health advisory to all persons over 65 years of age and persons that have serious underlying medical conditions that place them at high risk of severe illness from COVID- 19 urging them to stay home and to take such other measures as necessary to limit their risk of exposure to COVID-19; and 6. Pursuant to Executive Order No. 20-83, the Governor of the State of Florida further directed the State Surgeon General and the State Health Officer to issue a public health advisory providing that individuals should cease all social or recreational 1 gatherings of 10 or more people; and 7. On March 25, 2020, the State Surgeon General issued a Public Health Advisory consistent with Executive Order 20-83; and 8. On March 25, 2020, the President of the United States declared that a major disaster exists in the State of Florida as a result of COVID-19; and 9. On April 16, 2020, the County Administrator signed Emergency Order No. 20-18 which authorized County staff to enter into contract negotiations with the top ranked firm as ranked by the selection committee for RFP 20-010 for public transportation operations, MV Transportation, Inc. Emergency Order No. 20-18 was recorded in the public records of St. Lucie County, Florida on April 16, 2020 at Official Records Book 4409, Page 1328; and. 10. On May 19, 2020, the Board of County Commissioners ratified Emergency Order No. 20-18 and approved the transit provider agreement with MV Transportation, Inc.; and 10. In conjunction with the transition to a new transit provider effective July 1, 2020, the County is assuming the responsibilities for administering the transit software system provided by Route Match, Inc. under a license and master agreement with the former transit provider; and 11. In order for Route Match, Inc. to undertake the work necessary for the system to be available to the County, it was necessary for the County to enter into a Master Agreement, Software Licenses Agreement, and Professional Services Agreement with Route Match, Inc. prior to the July 1, 2020 transition date; and 12. Paragraph 2 of the St. Lucie County Declaration of Emergency provides that the County Administrator may take all actions necessary and appropriate to protect human life and prosperity, to the extent necessary to accommodate the emergency; and 13. Accordingly, on June 8, 2020, the County Administrator executed the above - referenced agreements, copies of which are attached hereto and incorporated herein as Exhibits A, B, and C. 2 NOW, THEREFORE, BE IT ORDERED AS FOLLOWS: 1. The determinations, orders, and declarations identified above are incorporated herein. 2. 1 hereby retroactively authorize the County Administrator or designee to sign the attached agreements, as reviewed and approved by the County Attorney. 3. This Order, as set out above, shall be placed on the agenda of the next Board of County Commissioners meeting for purposes of review and ratification. Severability. Any provisions) within this Order that conflict(s) with any State or Federal law or constitutional provision, or conflict(s) with or are superseded by a current or subsequently -issued Executive Order of the Governor or the President of the United States, shall be deemed inapplicable and deemed to be severed from this Order, with the remainder of the Order remaining intact and in full force and effect. This Order is effective as of 8:00 a.m. on i I trlday of July 2020. This Order will expire upon the expiration of the existing State of Local Emergency, as same may be extended by subsequent order or declaration, unless earlier terminated by subsequent Order. Prior resolutions and emergency orders remain in force and effect unless modified or superseded. This Order shall be filed in the Office of the Clerk of the Circuit Court. Signed this day of v� 2020 at 13Q a.m. (p.m.) ipton //"'a� 3 Rgutematch ORDER FORM Cite .' ?0q Sofit-vare Licenses , IM RM Fixed -User License 4 $15,000.00 RM Fixed - Vehicle License 16 $40,000.00 RM Demand - User license RM Demand - Vehicle License 8 31 Upon activation $30,000.00 $28,675.00 RM Mobile CAD/AVL System - Vehicle License 47 $39,950.00 RouteShout Traveler Information System - Vehicle License 47 $30,550.00 Partnership Incentive ($144,209.03) Sublsta! $39,S6S.98 Third Party Hardwa re and Services r ....•Ri,...x Quantity Invoiced Annual Verizon 50MB Data Plan 55 Upon Activation $9,900.00 SabCot� $9,900.00 ..: $49,86s.98 Support and Maintenance - Annually, 60 days in $36,835.00 Annual Verizon 50MB Data Plan 55 advance $9,900.00 MASTER AGREEMENT THIS MASTER AGREEMENT and ORDER FORM ("Agreement") is entered into on June 8, 2020 ("Effective Date"), between ROUTEMATCH SOFTWARE, INC., a Georgia corporation ("Company"), and ST. LUCIE COUNTY BOARD OF COUNTY COMMISSIONERS ("Client") (collectively the "Parties"). The parties mutually agree as follows: 1. Products, Licenses and Services. Company shall provide Client with the products, software licenses and/or services as described in each Order Form (the "Deliverables"), or other transaction documents such as a purchase order, statement or work, change order entered into between the parties from time to time (each an "Order Form"). Upon execution, each Order Form Is expressly Incorporated into, made a part of, and governed by the terms of this Agreement 2. Modifications. The Deliverables are subject to modifications, enhancements, additions and subtractions of functionalities, features and display form and formats, from time to time ("Modifications") at Company's sole discretion. Such Modifications shall not materially diminish the functionality of the Deliverables provided, and the Deliverables shall continue to perform according to the description of the Deliverables agreed to In a Request for Proposal In all material aspects. 3. Fees. talent shall pay Company for its purchase of Deliverables made under each Order Form on the terms set forth on such Order Form (the "Fees"). First year and Ongoing totals represent only the products and services purchased above. Any future orders may affect the First Year or Ongoing Totals. Fees may Increase annually after the first year of the Term no more than 10%. Pricing is valid for 90 days. Payment terms are net 30 days from date of invoice. All Fees are exclusive of all taxes. Company is not withholding any sales tax which may result from Client's purchases made under this Agreement. Client is solely responsible for payment of any and all of its taxes, including, without limitation, sales or use taxes, franchise taxes, Intangible taxes, and property taxes resulting from its purchases made under this Agreement. If Client is exempt from the obligation to pay taxes, Client shall provide Company with evidence of such tax- exempt status as reasonably required by Company. 4. Term. This Agreement shall commence on the Effective Date, Each Deliverable shall begin when detailed below and last for as long as indicated below ("Term"). (a) Software Licenses: Perpetual term beginning on the date of activation, unless otherwise indicated in product -specific terms and conditions. (b) Professional Services: Begins on Effective Date and lasts through 'System Acceptance' as defined below, or as otherwise indicated on any Order Form. (c) Support and Maintenance: Begins when Client first uses the Software or Hardware In its daily operations and lasts so long as Client is paying for it, or as otherwise indicated on any Order Form. (d) Data Plan: Begins on the date the plan is activated on the hardware using the data plan and lasts so long as Client is paying for it, or as otherwise indicated on any Order Form. EXHIBIT d D (e) Hosting Services: Begin on the date Company activates the Software and provides Client with valid usernames and passwords which enable Client to access the Software over the Internet using a computer that meets the System Requirements and lasts so long as Client Is paying for it, or as otherwise indicated on any Order Form. S. Clients Obligations. (a) Point of Contact. Client's representative responsible for all communications between Company and Client throughout the Term of the Agreement shall be (the "Point of Contact"). Such individual shall be responsible for scheduling all appointments; delivering and receiving all correspondence related to installation; data conversion, training, and technical support; and arranging communications and support from Company representatives, as requested. Client may upon written notice to Company, for which email confirmed receipt shall suffice, name a new Point of Contact at any point during the Term. (b) Implementation Work Plan. Time Is of the essence In the performance of the Agreement. Any delay in the implementation of the project due to the acts or omissions of Client, its employees, subcontractors, agents, shall not constitute a delay In Company's performance, and shall not delay or prevent payment of any amount due to be paid to Company. (c) Software Installation. Client shall make available an IT manager -level representative, capable of providing Company administrative access to all of Client's applicable computers, vehicles, workstations and servers, in order to assist Company during the Software installation period. Client shall provide Company with two (2) hours of down time per vehicle and workstation, in which Company has complete, uninterrupted access to each vehicle or workstation in order to equip such vehicle or workstation with the applicable Software. (d) Data Conversion. When Company is providing any data conversion services, Client is solely responsible for delivering all business and related data for use with the Software in an acceptable format (Microsoft Excel, template to be provided by Company) to expedite data conversion services. (e) Training. Client shall make all of Its Authorized Users directed by Client to receive training of any kind from Company available for an agreed to number of uninterrupted, dedicated eight (8) hour training days as part of the Professional Services. (f) Customer Support. During the Term, Client shall: (a) follow and comply with the Support and Maintenance terms and conditions contained herein; (b) direct all technical and Customer Support questions and communications through the Point of Contact; and (c) provide the necessary and qualified personnel, as requested by Company, to assist In completing the Project. (g) Communications Network. Each party's performance of this Agreement requires Client use a reputable, dependable, and compatible public data network and a high-speed internet connection. Client is required to provide and has the sole responsibility to contract directly with a such data carrier and internet service provider for the requirements necessary to use the products and or services purchased by it. Client is solely responsible for making arrangements with a local access provider for installation and ongoing maintenance of such a connection, with sufficient data throughput to meet Client's anticipated data needs. Client is solely responsible for all charges Incurred directly or through a third party associated with establishing the connection, as well as for accessing any network, including Internet access fees, hardware, and telecommunications charges. (h) Workstation Set up. Client shall provide the requisite space, power and network connections for all its own workstations. Client shall provide all telephone, computer, hardware and software equipment and services necessary to access and use the Deliverables. Client shall provide all its own necessary information technology services to fulfill the forgoing. Company shall have no liabilityfor Client's equipment or its failure to maintain or meet requirements applicable to its equipment. (1) Company Access. In order to inspect Client's computers and Software in any reasonable manner to provide support and to verify Client's compliance with the terms of this Agreement, Client authorizes Company representatives to enter Client's premises during regular business hours, or to connect remotely to Client's computers and/or servers on which the Deliverables are used, or Is to be, installed. 6. Right to Suspend Services. Company may temporarily suspend access to any of the Deliverables purchased by Client immediately, without notice, only if: (a) an interruption of service is necessary to prevent or protect against fraud or otherwise protect Company's rights in the Deliverables, or its personnel, or facilities (b) Client breaches or otherwise fails to comply in any material respect with the software licensing restrictions or obligations, and it Is unfeasible for Company to wait for Client to cure such a breach given the specific circumstance of such a breach; or (c) the suspension Is in accordance with an order, instruction or request of a government, an emergency service organization or other administrative agency having appropriate Jurisdiction. The suspension shall be without prejudice to any other right or remedy Company may have arising out of Client's uncured breach or non-compliance with this Agreement. 7. Feedback. From time to time, Client may submit suggestions, enhancement requests, recommendations or other feedback to Company respecting its use of and interaction with the Software, In the course of its use of the Software, or while receiving hardware installation, support and maintenance, or professional services ("Feedback"). Client grants Company a perpetual, royalty -free and irrevocable right and license to freely use, reproduce, modify, adapt, publish, copy, disclose, sublicense, transmit, distribute, create derivative works from, sell and exploit any Feedback In any manner without any obligation, royalty or restriction based on Intellectual property rights or otherwise. No Feedback will be considered Client's Confidential Information, and nothing in this Agreement shall limit Company's right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise. 8. Publicity. Client grants Company the right to use its company name and logo as a reference for marketing or promotional purposes on the Company website and in other public or private communications with existing or potential customers, subject to Client's standard trademark usage guidelines as provided to Company from time -to -time. 9. Termination. Notwithstanding any provision of this Agreement to the contrary, either Party may terminate this Agreement and all licenses granted to Client under this Agreement upon written notice to the other Party (the "Breaching Party") In the event of a breach of any of the terms or conditions of this Agreement by such Breaching Party that is not cured by such Breaching Party as follows: (1) within ten (10) days after its receipt of written notice of any breach with respect to the payment or nonpayment of any fees or other monies that are due and owing under and pursuant to this Agreement; provided however, that a Breaching Party shall have the right to cure any such monetary breach only once within any twelve (12) month period; or (i1) within thirty (30) days after Its receipt of written notice of any breach of any term or condition of this Agreement other than the payment or nonpayment of monies owed Upon the termination of this Agreement for any reason, Client shall promptly pay to Company all then due and outstanding amounts owed by Client to Company under this Agreement, and all rights granted to Client shall terminate and revert to Company. Promptly upon termination of this Agreement for any reason, Client shall return or destroy, as requested by Company, all Deliverables in the possession, custody or control of Client and all other copies or materials pertaining to the Deliverables. Client agrees to and shall certify to Company in writing and under oath Client's compliance with all of the terms and conditions of this section promptly upon Company's request. 1O.Confhdential information. During the course of this relationship, it may be necessary or convenient for a party to divulge Confidential Information (as herein defined) to the other party. The following shall apply: (a) The tern "Confidential Information" means all non- public information that: (i) either party designates as being confidential Information in connection with the disclosure of such information; or (ii) are of a sensitive or proprietary nature, including without limitation negotiations In progress, terms of agreements, financial data, customer lists, advertising, marketing and promotional plans, and business partner lists, including but not I imited to trade secrets; and (iii) is protected from disclosure under applicable state law. (b) Confidential Information shall not include any Information that (1) is at the time of disclosure or subsequently becomes publicly available without a party's breach of any obligations owed to the other party; (ii) becomes known to a party prior to disclosure of such information to a party; (III) becomes or became known to a party without a breach of an obligation of confidentiality owed to the other party; or (iv) is independently developed by a party. (c) The receiving party shall retain in strict confidence all of the disclosing party's Confidential Information during the term of this agreement and for three years thereafter. Notwithstanding the foregoing, the receiving party shall maintain the confidentiality of any trade secrets for so long as such Confidential Information Is deemed a trade secret under applicable law. (d) Notwithstanding the foregoing restrictions, the receiving party may use and disclose any Confidential Information to the extent required by an order of any court or other governmental authority, but in each case only after the disclosing party has been so notified and has had the opportunity, if possible, to seek and obtain reasonable protection for such information In connection with such disclosure. (e) All Confidential Information shall remain the exclusive property of the disclosing party and no license or similar rights of any kind shall be or be deemed to have been created or implied by this Agreement, except as otherwise expressly set forth herein. (f) The provisions of this Section shall survive and be enforceable beyond the termination or completion of this Agreement for the period set forth in this Section; (g) To the greatest extent possible under applicable state law, Client shall treat the Confidential Information as confidential and protect it from release to the public. 11.Indemnification. Company agrees to indemnify, hold harmless and defend the Client and its directors, officers, agents and employees from and against any claims, liabilities, losses, damages, proceedings or actions (whether pending or threatened) including reasonable attorneys' fees, related to or arising out of: (I) its gross negligence of willful misconduct; (il) breach of confidentiality; (iii) breach of this Agreement; or (Iv) breach of applicable law. Either party shall give the other party reasonable notice of any such claim, loss, action, damage, expense or other liability. 12.LIMiTATION OF LIABILITY. THE CUMULATIVE LIABILITY OF COMPANY TO CLIENT RELATING TO OR ARISING OUT OFTHIS AGREEMENT, INCLUDING ANY CLAIMS OR CAUSES OF ACTION IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL LICENSE FEES PAID BY CLIENT TO COMPANY UNDER THiS AGREEMENT. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. 13. DISCLAIMER OF DAMAGES. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, COSTS OF DELAY; OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY, LIQUIDATED, OR CONSEQUENTIAL DAMAGES; OR ANY CLAIMS OR DEMANDS BROUGHT AGAINST CLIENT, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DEMANDS. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NEGLIGENCE, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGED, IN SUCH JURISDICTIONS COMPANY'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW. 14.Representations and Warranties. Each party represents and warrants that: (a) it has the all of the necessary right, power and authority to enter into this Agreement, to grant rights in all intellectual property to the other party, and fully perform its obligations hereunder; (b) this Agreement does not and will not conflict with any agreement between it and any other party; and (c) it has all necessary international, federal, state and all other applicable governmental authorizations to operate and perform its obligations under this Agreement. 15. Compliance with Laws. Each party shall comply with all applicable federal, state, and local laws, treaties, rules, regulations, and ordinances in its performance under this Agreement, including without limitation: (1) all Federal Communications Commission rules and regulations; (2) all privacy and security requirements, Including those, If applicable, pertaining to medical devices or location -based services; and (3) all consumer protection rules and regulations. 16.Third Party Warranties. The warranties provided herein by Company do not apply to third party products or services furnished to Client under this Agreement. Such products are provided on an as -is basis to Client, and where applicable, subject only to warranties Issued by such third party, which shall be assigned to Client by Company. Unless otherwise specified, Client agrees to proceed directly and exclusively against such third -party supplier with respect to any claims of warranty. 17.Attomeys' Fees. If any action Is brought by either Party to this Agreement against the other Party regarding the subject matter hereof, the prevailing Party shall be entitled to recover, in addition to any other relief granted, reasonable attorneys' fees and expenses of litigation. 18.Assignment by Company. Upon advance written notice, Company may assign this Agreement to a parent, subsidiary purchaser or any other successor of and to the business related to this Agreement. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. 19.Assignment for Transit Agency Piggy Back Rights. During the term of this Agreement, not to exceed five (5) years from the Effective Date of this Agreement, all Deliverables may be assigned to up to but no more than ten (10) other public agencies, transit providers, political subdivisions, or their agents under the same terms and conditions and at the same rates as set forth herein. Such assignment shall be evidenced through a separate, written Software License and Services Agreement which Incorporates this Agreement by reference. This Agreement may not be assigned by Client without Company's prior written consent. 20.No Third -Party Rights. The representations, warranties, covenants and agreements contained In this Agreement are for the sole benefit of the Parties and their respective successors and permitted assigns, and shall not be construed as conferring any rights on any other persons. 21.Notices. All notices, requests, demands and other communications required or permitted hereunder shall be in writing and, If mailed by prepaid first class mail or certified mail, return receipt requested, shall be deemed to have been received on the earlier of the date shown on the receipt or three (3) business days after the postmarked date thereof and, if sent by facsimile, shall be followed forthwith by first class mail and shall be deemed to have been received on the next business day following dispatch and acknowledgment of receipt by the recipient's facsimile machine. All notices and other communications under this Agreement shall be given to the Parties hereto at the following addresses with adequate postage thereon, if applicable, and as follows unless and until notice of another or different address shall be given as provided herein: • If to Comoanv: Routematch Software, Inc. 1230 Peachtree Street NE, Suite 2800 Atlanta, Georgia 30309 Attn: Director of Business and Legal Affairs • if to Client: St. Lucie County Board of County Commissioners Attn: Wev0%m_V9w% C�••.�4r} Ace r.:.a.�r• 1�,. 21*o tJt,$...;_ Ft. Pierce, FL e34950 3 y 4 $1 22.Section Headings. Section and other headings contained in this Agreement are for references only and shall not affect in anyway the meaning or interpretation of this Agreement. 23. Governing Law. This Agreement shall be controlled, construed and enforced in accordance with the substantive laws of the State of Georgia without regard to any laws related to choice of conflicts of laws. 24.Order Form of Precedence. In the case of conflict between the terms of this Agreement and any applicable Order Form, this Agreement shall govern. Notwithstanding the foregoing, the Order Form shall have precedence over the Agreement with respect to any conflict between the documents regarding the number, type, or description of Licenses, Software, Hardware, Services, or Deliverables specified within the Order Form 25.Injunctive Relief. Client acknowledges that, In the event of Client's breach of any of the provisions of this Agreement, Company shall not have an adequate remedy in money or damages. Company shall be entitled to obtain an injunction against such breach from any court of competent jurisdiction and Company's right to obtain injunctive relief shall not limit its right to seek any and all further remedies for any breaches under this Agreement. 26.Force Majeure. Each party will be excused from performance for any period during which, and to the extent that, it or Its subcontractor(s) or third party services providers are prevented from performing any obligation or service, In whole or In part, as a result of caused by any force majeure event beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, severe weather, fire, earthquake, strikes or labor disturbances, lockouts, riots, acts of war, insurrection. epidemics, national emergency, data and communication line failures, and power failures. 27.Severability. Should any one or more of the provisions of this Agreement be determined to be invalid, Illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be adversely affected or Impaired thereby, and the Parties hereby agree that the invalid, illegal or unenforceable provisions shall automatically (and without further action by either Party) be replaced with valid provisions the economic effect of which comes as dose as practicable to that of the unenforceable provisions. 29.Entire Agreement. This Agreement constitutes the entire agreement among the Parties relating to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, writings, proposals, agreements, warranties, guarantees, whether written or oral, express or implied, relating to the subject matter of this Agreement. The Parties may modify or amend the terms of this Agreement only mutual, written agreement, physically signed by both parties. No other modification shall be binding upon this Agreement. 29.Non-Walver. The failure or delay of any Party at any time or times to require the performance of any provision of this Agreement shall in no manner affect Its right to enforce that provision. No single or partial waiver by any Party of any condition of this Agreement, or the breach of any term, agreement or covenant of, or the Inaccuracy of any representation or warranty in, this Agreement, whether by conduct or otherwise, in any one or more instances, shall be construed or deemed to be a further or continuing waiver of any such condition, breach or inaccuracy or a waiver of any other condition, breach or inaccuracy. 30.Survival. Any provision of this Agreement that contemplates performance or observance subsequent to termination or expiration of this Agreement shall survive termination or expiration of this Agreement and continue in full force and effect Each of the below sections are made a part of this Agreement upon Client's purchase of the products or services addressed by each section. SOFTWARE END USER LICENSE AGREMENT 1. License. Company grants Client a non-exclusive, non -transferable, limited, revocable, right and license to install and use the Company's commercially available software products ("Software") purchased by Client in an applicable Order Form (the "License") for Its own internal business use in strict accordance with this Agreement. Any re -sale, sublicense, distribution in whole or in part is prohibited. The Software is made available on a limited license basis, and no ownership right is conveyed to Client, irrespective of the use of terms such as "purchase" or "sale". Company has and retains all right, title and Interest, including all intellectual property rights, in and to the Software and Documentation. Except as set forth above, nothing contained in this Agreement shall be construed as conferring buy implication, estoppel or otherwise any license or right under any trade secret, patent, trademark, copyright or other intellectual property right of Company. All licenses not expressly granted by Company are reserved_ 2. Documentation. Company grants Client a non-exclusive, non -transferable, limited, revocable, internal right and license to Client to access and use the Company's user manuals, user guides, flip books, pocket guides, videos, web training, checklists, presentations and all other product documentation and instructions made available to Client relating to its use of the Software (collectively, the "Documentation"). Client may make and distribute copies of the Documentation for use by Users in connection with use of the Products and Services in accordance with this Agreement, but no more than the amount reasonably necessary. Any permitted copy of the Documentation must contain the same copyright and other proprietary notices that appear in the Documentation. 3. Authorized Users. Client may designate as many employees to use the Software as purchased In an applicable Order Form (each, an "Authorized User"). 4. Authorized Vehicles. Client may manage as many vehicles with each item of the Software as indicated in an applicable Order Form (the "Vehides"). S. Rights and Obligations. (a) Client has the right to (1) for the purpose of serving its internal business needs allow its Authorized Users to access the Software via the internet from a Company hosted server through a network using computers and software that meet the system requirements appearing herein; (2) display the Software on machines associated with computer(s) which conform to the system requirements set forth in the Agreement; (3) make copies of the Documentation, but no more than the amount reasonably necessary for internal reference in connection with Clients Authorized Users use of the Software. (b) Client shall not: (1) Otherwise copy, change, disassemble, decompile, reverse engineer, sublicense, assign, timeshare, sell, give away, loan, rent, lease, transfer (electronically or otherwise), display, disclose, or provide any third party with access to or use of, the Software or Documentation; (2) directly or indirectly create or attempt to create software that emulates the Software; prepare derivative -works of the Software or Documentation: or separate the components of the Software or Documentation; (3) copy or provide any third party with access to or use of any of the Software or Documentation without the prior written consent of Company; (4) remove any trademark notice, copyright, or other restrictive legend from any material contained in or on the Software or Documentation (S) publish or disclose to any third party any reports or the results of any benchmark tests run on the Software or its components; or (6) use any trademarks, service marks, or logos of Company without advance, written permission. (7) transfer any of Client's rights or obligations under this Agreement without the advance, written consent of an officer of Company. In the case of such an assignment, Client shall: I. keeps no copies of the Software or Documentation; ii. transfers Client's entire rights and obligations under this Agreement; III. ensure the transferee agrees in writing to the terms and conditions of this Agreement. After any assignment in compliance with this section, after which time Client shall no longer have the right to use the Software or documentation. Any attempted transfer or assignment of any of Client's rights or obligations under this Agreement without Company's advance written consent shall be null and void. 6. Hardware Requirements. Client is responsible for procuring, Installing, and maintaining all equipment, telephone lines, communications interfaces, and other hardware at its' site as required to access, use, operate the Software consistent with the specifications provided to it from time to time. Future versions of the software may require increased processing capacity and updated operating systems. Client is responsible for complying with the then current technical requirements. 7. License to Client Data. Gient hereby grants Company a non-exclusive, non -transferable, royalty -free, worldwide right to use the electronic data of Client, Its customers, and its users, that is submitted by or imported by Gient into the Software in connection with Gients use of the Software (collectively, "Client Data") solely and only as necessary for the limited purpose of the Software performing the services. Client shall own and retain all right, title and interest in and to the Client Data. B. Limited Warranty. (a) Company warrants for a period of ninety (90) days following the installation of the Software (the "Warranty Period") that it shall substantially conform in all material respects to the specifications set forth in the Documentation for the version or release level of the Software installed for talent. (b) This limited warranty does not apply to: (i) Software that has been repaired, installed, maintained or modified by persons other than Company or its authorized agents; (ii) Software that has been damaged as a result of any misuse, accident, Client negligence, use within any application or system for which the Software was not designed or intended, or any other cause other than ordinary use; (III) Software that has been damaged due to improper environment, excessive or inadequate heating or air conditioning, electrical power failures, surges, other irregularities or water damage, and Software that has been subjected to abnormal physical or electrical stress; or (iv) Software that has been damaged by third party software or software drivers. This limited warranty is conditioned upon the proper use of the Software in accordance with the terms and conditions of this Agreement and the Documentation in an operating environment in compliance with the specifications and requirements. (c) Client's sole and exclusive remedy for breach of this warranty and Company's entire obligation hereunder shall be to repair or replace any nonconformities in the Software. Company's obligation to do so shall only arise if Client has notified Company of such nonconformity in writing within the Warranty Period and the nonconformity can be verified. In the event that Company does not correct a material nonconformity after it has made an economically reasonable effort to do so, or if Company determines that it is not economically reasonable to make such correction, Client's exclusive remedy shall be a reduction In the license fee paid by Client for the nonconforming Software proportionate to the impact on the operation of the Software. (d) EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDEDON AN "AS IS" AND "WITH ALL FAULTS BASIS", AND COMPANY AND ITS THIRD -PARTY SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON -INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, MERCHANTABILITY, OR SATISFACTORY QUALITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY COMPANY OR ANY OF ITS AGENTS, EMPLOYEES OR THIRD -PARTY PROVIDERS SHALL CREATE A WARRANTY, AND CLIENT IS NOT ENTITLED TO RELY ON ANY SUCH ADVICE OR INFORMATION. CLIENT MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. COMPANY SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF COMPANY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER COMPANY NOR ANY OF ITS THIRD PARTY SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY PRODUCTS OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF ANY PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR -FREE; (B) THE PRODUCTS WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, APPLICATIONS, UTILITIES, MEMORY RESIDENT PROGRAMS, OR DATA; (C) THE PRODUCTS AND ANY SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY CLIENT WILL MEET CLIENT'S REQUIREMENTS OR EXPECTATIONS); (D) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE PRODUCTS (OR ANY SERVER(S) THAT MAKE A SERVICE AVAILABLE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THIS DISCLAIMER OF WARRANTIES 15 AN ESSENTIAL CONDITION OF THE AGREEMENT. (e) Company assumes no responsibility for the use of superseded, outdated, modified, combined or uncorrected versions of the Software. The warranty stated in this section does not apply should the Client reject or not use any previously provided Software corrections, updates, patches, or modifications supplied or made available to it. 9. Proprietary Rights and Restrktions. The Software and Documentation Is the sole property of Company and contains copyrighted, confidential and trade secret information which may not be disclosed to any third parties absent advance, written consent of Company. Client shall keep the Software and Documentation free and clear of all claims, liens and encumbrances of any nature whatsoever. Client shall take all reasonable measures necessary to protect and maintain the confidential and proprietary character of the confidential information, Software and Documentation. 10.Further Restrictions. Client may not use the software to: (i) provide competitive information about Routematch or its third party suppliers to anyone; (ii) create or assist in the creation of a digital map database of any kind; (fit) assist or use in in-flight navigation. ii.lntellectual Property Infringement. If a third party claims that the Software, or Documentation infringe any patent, copyright, trade secret, or any similar Intellectual property right, Company shall defend Client against such claim at Company's expense and shall pay all damages that a court finally awards, provided that Client promptly notifies Company in writing of the claim, cooperates fully with Company in the defense of any such claims, and allows Company to control the defense thereof and/or any related settlement negotiations. If such a claim is made or appears possible, Company will, at its sole option and expense, either. (1) procure for Client the right to continue using the Software Users Manuals, and/or Deliverables; (2) replace or modify the Software Users Manuals, or Deliverables so that it becomes non -infringing; or, (3) if it is not possible or in Company's sole discretion is not economically feasible for Company to so procure such right or so replace or modify the Software, require the return of the Software and upon such return repay to Client the unused portion of the applicable license fee amortized over a five (5) year period from the Effective Date and any annual technical support fees paid by Client for the remainder of the then current Term for such technical support services. Company shall have no obligation for any claim based on Client's modification of the Software or Client's unauthorized use of the Software, including, but not limited to, the combination, operation or use of the Software with any product, data or apparatus not specified or provided by Company. THIS PARAGRAPH STATES COMPANY'S ENTIRE OBLIGATION TO CLIENT WITH RESPECT TO ANY CLAIM OF INFRINGEMENT. 12.1-1cense to Resulting Data. Company may collect and store analytical and usage data arising out Client's use of the Software ("Analytic Data'), Client grants to Company a limited, non-exclusive, perpetual, worldwide, royalty -free license to use, copy, transmit, sub -license, index, model, aggregate (including with other customers' data), publish, display and distribute any anonymous information derived from Analytic Data collected during the term of the Agreement solely for (i) purposes of providing services to Client (including providing to third parties, as necessary), and (ii) benchmarking, analysis, improvement, reporting on, promotion of and further development of the Software. Company shall not use or disclose the Analytic Data in a manner which would Identify Client without its advance written permission. Company shall store all collected data in compliance with all applicable laws. 13. Export Control Laws. The Client shall not export or re-export the Software, any part thereof, to any country, person or entity subject to United States export restrictions. Furthermore, Client agrees to comply with all of the export and re-export restrictions and regulations imposed by the governments of the United States and/or any country to which the Software Is shipped. 14.Govemment Entity Rights. When applicable, use, duplication or disclosure of the Software and Documentation by certain Federal Government Gients is subject to rights and restrictions set forth in DFARS 252.227-7013, FAR and 48 CFR 52.227-19. In case of conflict between any of the FAR and/or DFARS that may apply to the Licensed Product, the construction that provides greater limitations on the Government's rights shall control. Manufacturer of certain components of the Software is TomTom North America, Inc., it Lafayette Street, Lebanon, NH 03766-1445. Phone: 603.643. 0330. The Licensed Products are® 2006-2017 by Tom Tom. ALL RIGHTS RESERVED. For purpose of any public disclosure provision under any federal, state or local law, It is agreed that the Software is a trade secret and a proprietary commercial product and not subject to disclosure. If Client is an agency, department, or other entity of any State government, the United States Government or any other public entity or funded in whole or in part by the United States Government, then Client hereby agrees to protect the Software from public disclosure and to consider the Software exempt from any statute, law, regulation, or code, including any Sunshine Act, Public Records Act, Freedom of Information Act, or equivalent, which permits public access and/or reproduction or use of the Software. In the event that such exemption is challenged under any such laws, this agreement shall be considered breached and any and all right to retain any copies or to use of the Software shall be terminated and considered immediately null and void. Any copies of the Software held by Client shall immediately be destroyed. If any court of competent jurisdiction considers this clause void and unenforceable, in whole or in part, for any reason, this agreement shall be considered terminated and null and void, in its entirety, and any and all copies of the Software shall immediately be destroyed. 15.Included open source components. Portions of the Software may use or contain open source software components and programs. In such cases, the use of the Software shall be additionally governed by the terms of any open source licenses embedded therein. The list of open source software and license terms is available at https://www.routematch.com/RM_3rd_Party.pdf. HARDWARE TERMS AND CONDITIONS Company shall deliver to Client the electronic devices, cradles, and mounts, as set forth in an applicable Order Form (the "Hardware"). 1. Installation. As set forth in an applicable Order Form Company shall provide installation services itself or arrange for a qualified third -party installer to install the purchased Hardware In the Vehicles. 2. Warranties. Client shall be the beneficiary of the standard manufacturer's warranties Issued by manufacturers for each piece of Hardware it purchases. The length of and breadth of coverage of each warranty varies by manufacturer and product. During the period of such manufacturer warranty, Client shall look solely to the Hardware manufacturer for any warranty claim. Company shall also provide a one-year warranty on any installation of the Hardware it performs, if such installation Is proven to be defective. This installation warranty applies separately to each installation performed and shall begin Immediately upon completion of an applicable Installation. Before making an installation warranty claim to Company, Client shall troubleshoot the issue internally under its standard operating procedures. If necessary, Client shall be responsible for removing any Hardware from its vehicles and shipping such Hardware to Company at Client's expense and at Company's direction. If the warranty claim Is not covered by the manufacturer's warranty, and the Client wants the Hardware repaired by Company, it shall pay Company Its then current rate for such services. The warranty in this section are the sole warranties made by Company with respect to the Hardware installation and any extended coverage purchased by Client for Hardware. Company makes no other warranties or representations, express or implied, with respect to the Hardware, and disclaims and excludes any implied warranty of merchantability and any warranty of fitness for a particular purpose. 3. Excluded Damages. The following damages to the Hardware are not covered by Company's installation warranty or any extended coverage if purchased by Client: • cosmetic damages to Hardware such as scratches, chips, dents, broken plastic, or other normal'wear and tear; • those caused by accident, abuse, misuse, negligence, liquid contact or submersion, fire, extreme temperature, power surges, or other external or environmental causes; • those caused by installation of operation of the hardware outside of, or in opposition to, the Documentation; • those caused by the Client's pre-existing technology Infrastructure, including but not limited to, wiring designs, harnesses and installations, and its own information technology network and facilities; • those caused by computer viruses, malware, internet connection, or cellular data plan; • those caused by repair, modification, alterations or attachments to Hardware or Company installed equipment by parties other than Company or those authorized by Company; • hardware malfunctions occurring after expiration of the manufacturer's warranty; • any damages that Client cannot expressly detect and attribute to the work performed by Company. PROFESSIONAL SERVICES TERMS AND CONDITONS Company shall provide the Routematch Implementation Methodology ("RIM") services to Client across select phases appearing below subject to a maximum number of hours set forth in an applicable Order Form. 1. Professional Services. The professional services provided by Company detailed herein shall be performed: (a) in a diligent, professional and workmanlike manner in accordance with best applicable industry practices; (b) in accordance with this Order Form; (c) by experienced and qualified personnel with the proper expertise, skills, training; and (d) in accordance with all applicable laws and regulations. No duties or responsibilities are assumed by Company other than those specifically set forth in this Order Form. 2. Project Management. Company shall provide project management services throughout all phases of the implementation. The Project Manager shall: (1) oversee all aspects of the project; (2) conduct regular project status reviews with Client; and (3) be responsible for tracking of all issues and action items. 3. Phase 0: Initiation. Company shall schedule, prepare and participate in the Project kickoff meeting (the "Kickoff Meeting"). The Parties shall also discuss and confirm the scope of the Project, Deliverables, Project budget, Project timeline, Project risks, Project issues, and Project resource requirements. • Deliverables: kickoff presentation, pre -discovery survey • A kick-off presentation is prepared [timeline, budget, payment terms), utilized during the kickoff meeting, a nd sent to the client after the kickoff call for their records • Pre -discovery survey is sent to the client for them to complete and return with the information it contains to be used in the system design and to make more efficient use of time during the onsite operations assessment 4. Phase 1: Design • Duties: Company shall(1) review and document specific operational and functional details of how the Software and Hardware shall be implemented, integrated, and deployed at Client's location; (2) perform an Operations and Technical Assessment of Client's current operating environment; (3) create a System Design Document of how Client shall use the Software in its operations; (4) identify changes needed between current operations and system flow; (5) If applicable, plan conversion of Client's data for use in the Company software; (6) conduct a full training needs assessment of all the Authorized Users; and (7) develop a training plan for the Authorized Users. • Deliverables: Generated on an as needed based on scope of the Deliverables: System Design Document, Training Plan, Installation Design Document, Interface Control Document, and Report Design Document 5. Phase 2: Build • Duties: Company shall manage the build out of the agreed -upon System Design, including the Company database and all applications. Occurring concurrently to the software build, any in vehicle hardware shall be installed and tested per the agreed upon installation Design Document. During the Build Phase, Company shall perform complete vendor assembly testing, including unit testing, integration testing and system testing as follows: • Deliverables: Vendor Assembly Test Plan, vehicle as built documents 6. Phase 3: Education • Duties: Company shall: (1) execute the agreed -upon Training Plan (the training under the Training Plan Is role -based and in accordance with the Training Plan performed during Phase 1: Design); and (2) perform risk assessment, comparing project objectives. • Deliverables: Training Materials, Training Completion Document 7. Phase 4: Deployment • Duties: Company shall coordinate the phased -in deployment of the System and oversee Go Live with Client. This includes User Acceptance Testing, Pilot, Burn -In, Go -Live, and Implementation Support. • Deliverables: Client's User Acceptance Testing, Go -Live Readiness Call 8. Phase 5: System Acceptance • Duties: Client shall confirm System Acceptance In writing and transition Client to Company's Care division. • Deliverables: System Acceptance and Customer Care Transition documents. • "System Acceptance" occurs at the point In time at which the Software substantially conforms in all material respects to the standard technical specifications for such Software. Notwithstanding anything to contrary, should Client use the Software in its business operations for thirty consecutive (30) days, the Software shall be deemed accepted, and Client shall be transitioned to Company's customer support division. SUPPORT AND MAINTENANCE TERMS AND CONDITIONS Company shall provide customer support and maintenance services as purchased in an applicable Order Form, as follows: 1. Live Support. (a) Toll -free technical support by phone and email, twenty-four (24) hours a day, seven (7) days a week. (b) Customer Support personnel shall be available for live consultation from 6:00 AM — 8:00 PM (EST) and shall, within two (2) hours: (I) return all calls made to Company's support line, (866) 653-3629; (Li) provide a response to all emails to support@routematch.com; and (Ili) respond to all cases submitted to the "Report a Case" functionality in my.Routematch.com. (c) Two (2) Customer Support team members shall be available from 8:00 PM — 6:00 AM for after-hours phone, email, and my.Routematch.com support. During such times, an available Customer Support team member shall be informed of incoming calls, emails, and my.Routematch.com cases via the team member's mobile device. Within two (2) hours after an Authorized User has left a message, a Customer Support team member shall initiate a support event and email an alert notification to Client containing a unique tracking identification number. 2. Updates. All Updates to the Deliverables, if any, free of charge during including all software patches, documentation updates, user manual updates and other updates to the Documentation, which shall be delivered to Client via electronic transmission or other mutually agreed to means. 3. Customer Support Website. Access through a unique, secure password to Company's customer support website located at my. Route match.com. This website is maintained for Clients only and contains information regarding the Software, Services, and other helpful Information. It provides access to the most up-to-date documentation, new case submittal forms, and available releases. Clients submitting cases or requests through my.Routematch.com receive confirmation of receipt within one (1) business hour of submittal. 4. User Groups. Access to participate, free of charge, In regional user groups for Client's region, if available. S. On -Line Training Sessions. Authorized Users may jointly participate in up to five (5) web -based, on-line training sessions to be held on up to five (5) separate occasions per year. Upon Client's request, Company shall host the five (5) afore -mentioned training sessions on the subject matter requested by Client at a mutually agreed upon date and time. 6. Scheduled Web Training passes. Invitation and access for Client's Authorized Users may jointly participate in all regularly scheduled Web -training classes that Company conducts each year of the Term. Company shall routinely publish a schedule of available training classes and subjects on the CSW. Premium Technical Support & Maintenance customers may purchase additional classes at the then applicable rate. 7. Annual User Conference. Invitation and access to Company's annual users conference ("User Conference") at a site selected annually by Company. Company encourages Clients to participate In this exciting and informative event. Client is responsible for all individual expenses and costs associated with attendance at the User Conference (including, without limitation, travel, lodging, meals, and entertainment costs). 8. Upgrades. Routematch shall provide upgrades and patches delivered via electronic transmission free of charge during the period in which Licensee is current on payments for Support & Maintenance. RM MOBILE SERVICES TERMS AND CONDITIONS When purchased by Client In an applicable Order Form, Company shall provide Client access to the RM Mobile software module which connects to and uses the Software over a third -party data network with in -vehicle, mobile data devices under the following terms and conditions: 1. Functionality. RM Mobile provides real-time mobile data and vehicle tracking system that facilitates communication between drivers and dispatch that has the below -listed functionality: • Provides route information; • Automatic vehide location and playback; • Automated dispatching; • Mobile Data Communication; • Navigation — Google or Offline, Static Maps; • Log Arrivals/No Shows/Depart events; • Two Way Messaging; • Real Time Manifest Modifications; • Group Arrive; • Pre/Post Check List; • Fare Collection; • Real Time Data Collection; • Customizable Prompts; • Vehicle in Motion Blodker; • Electronic manifests; • Estimated time of arrival; • Real-time trip verification; • Event history reporting, including breaks, run starts and stops and individual trips; • Message and alert center. 2. Tablet Replacement Guarantee. For each year during the Term, Company shall provide replacement for up to 10% of the tablets that fail for reasons outside the Excluded Damages listed in the Hardware Terms and Conditions VERIZON DATA PLAN TERMS AND CONDITONS 1. Network Use and Access. Company shall provide Client with access to a third -party network to connect and use tablet devices solely in coordination with the Software ("Network"). Use of the Network is subject to a maximum usage per month or year (as measured in megabytes of gigabytes) as set forth in an applicable Order Form ("Data Maximum") and any overages of the Data Maximum will be invoiced to Client. 2. Data Overages. if the Data Maximum is exceeded (each occurrence, an "Overage"), Client shall pay Company the per megabyte or gigabyte overage rate as charged at the prevailing rate by the third -party carrier at that time within thirty days of receipt of Company's invoice for each such Overage. To protect Client from Network Overage charges, If a device experiences an Overage, Company may prevent continued use of such device by instructing Client to discontinue use of such device or by using a "lock -down application" to "lock down" the device until Client pays Company for such Overage. 3. Offiine Mapping and Lock -Down Applications. To prevent Overages, Company may install, for each Vehicle Device, (i) an offline mapping solution to serve as Client's exclusive mapping application (the "Offline Mapping Application"), and/or (ii) a mobile device management application or other "lock -down application". 4. Availability. The Network uses radio and data transmission technologies that may be subject to transmission and service area limitations, interruptions and dropped calls caused by atmospheric, topographical or environmental conditions, cell site availability, performance of devices using the software, governmental regulations, system limitations, maintenance or other conditions or activities affecting Network operation. Not all Network features may be available in all areas. The Network is only available within the applicable calling plan coverage area and within the operating range of the wireless systems_ 5. Permitted Use and Fraud. (a) Client shall not use the Network for remote medical monitoring without Company's prior, express written consent. None of the devices using the Network may be permanently located in a roaming area of the Network provider. (b) Client shall obtain Company's prior, express written consent before it makes any attempt to install, deploy, or use any regeneration equipment or similar mechanism (e.g. a repeater) to originate, amplify, enhance, retransmit, or regenerate wireless service or the Network. Company may terminate Client's lines or this Agreement If Client violates this subsection. (c) Client shall use Network only for lawful purposes and shall not send or enable via the Network connection, by way of example, any SPAM, viruses, worms, trap doors, back doors or timers, nor shall Client engage in any mail -bombing or spoofing via Network. Client is responsible for the security of its network and end -user devices and is responsible for any unauthorized access to the Network 6. Maintenance. Company may limit access to the Network in order to perform maintenance to the service and will use reasonable efforts to provide Client with prior notice of such maintenance. With reasonable advance notice, Company has the right to modify and reconfigure the Network as it deems necessary to enhance Client's experience or to safeguard Network 7. Suspension. Company may suspend or terminate Network service to affected lines If Client uses the Network or devices using the Network: (a) In an Illegal or unauthorized manner (including "spamming" or other abusive messaging); (b) in a manner prohibited by the applicable plan, option, feature or application; or (c) in a manner that has an adverse impact on the Network, operations or customers of Company or the Network provider. 8. Force Majeure. Any failure of the Network hereunder shall be excused If caused by any force majeure event (including, without limitation, any severe weather condition, fire, earthquake, riot, war, or insurrection) or by failure of a third -party Network provider serving a particular area, power failure, national emergency, strike, or other labor disturbance. 9. Limitation of Liability. Company and the third -party Network providers, and each of its affiliates, officers, directors, employees, and other personnel (collectively, the "Company Parties') shall have no liability to Client: (a) For any causes of action, losses, or damages of any kind whatsoever arising out of: (a) mistakes, omissions, interruptions, errors, or defects in furnishing wireless service; (b) failures or defects In the underlying Network provider's systems; or (c) disabling of related equipment; (b) For any injury to persons or property, losses (including any loss of business), damages, claims, or demands of any kind or nature, including, without limitation, use or inability to use the Network, reliance by Client on any data provided or obtained through use of the Network, any Interruption, defect, error, virus, or delay in operation or transmission, any failure to transmit or any loss of data arising out of or in connection with this schedule. In no event shall Company Parties be liable for losses, damages, claims, or expenses of any kind arising out of the use or attempted use of, or the inability to access, life support or monitoring systems or devices, 911 or E911, or other emergency numbers or services. 10. NO THIRD -PARTY WARRANTY. CLIENT EXPRESSLY UNDERSTANDS IT HAS NO CONTRACTUAL RELATIONSHIP WITH THE UNDERLYING NETWORK PROVIDER OR ITS AFFILIATES OR CONTRACTOR AND THAT CLIENT IS NOT A THiRD-PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN COMPANY AND THE UNDERLYING NETWORK PROVIDER. IN ADDITION, THE CLIENT ACKNOWLEDGES AND AGREES THAT THE UNDERLYING NETWORK PROVIDER AND ITS AFFILIATES AND CONTRACTORS SHALL HAVE NO LEGAL, EQUITABLE, OR OTHER LIABILITY OF ANY KIND TO CLIENT AND CUENT WAIVES ANY CLAIMS OR DEMANDS THEREFOR. ROUTESHOUT MOBILE APPLICATION AND WEB PORTALS FOR FiXED ROUTE TERMS AND CONDITIONS Term of Platform Right. Client shall appear as a transit agency in the RouteShout Mobile Application that is publicly available to end users, and if purchased in the applicable Order Form, have the right to use the facility, customer and agency web portals (collectively, the "Platform Right"), for so long as Client is paying for its Support and Maintenance fees attributable to this product (the "Term'). Functionality. Both the rider -facing RouteShout mobile application and the publicly available website shall enable transit riders In Licensee's system to: • View a Client branded portion of the mobile application • View routes and stops information and location; • View vehicle schedules; View real time arrival time via a "Where is my bus" feature; • Manage system -wide or route specific alerts for bus schedule or route changes, service disruptions and announcements, or traffic delays via outbound SMS Messaging; • Add 'Favorite' stops and routes; • Search for an address to see stops close by; • "Heat map" shows volume of usage per geographic area; • Integrate with the Routematch Fixed Route software to collect display all the above -listed information in user-friendly graphic and text form. Client Obligations. Client shall be responsible for: • Ensuring the transit schedules are correct and posted into the system; • Sending out any service alerts and notifications; • Establishing a driver login procedure and ensuring adherence to It; • If within scope, provide Company with a high -resolution source file of their logo for use on the agency page of the mobile application; • Provide all required information for the System Design document; • Market the mobile application and web portals to its rider base; • Refrain from transmittal of. (1) any communication that would violate any federal, state or local law, court order or regulation; (ii) any material that is harassing, defamatory, libelous, abusive, threatening, obscene, coercive or objectionable, including material that is false, misleading or inaccurate; and (III) any material that that violates the rights of any person or company protected by copyright, trade secret, patent or other intellectual property or similar laws or regulations. Company Obligations. Company shall be responsible for: • Hosting of the source code for the mobile application; • Procurement of the domain name for the customer web portal; • Hosting of the source code for the customer and administration web portals; • Procurement of the SMS common short code ("CSC") and the necessary transmission network; • Providing the Terms of Use and Privacy Polity for the mobile application; • Hosting the mobile application in it Google Play and Furies stores; • So long as Licensee is paying for ongoing Support and Maintenance, provide all updates, bug fares, patches, and upgrades to the mobile application and web portals. Short Code Acceptable Use Poltyy. Client must comply with the following restrictions In its use of the CSC, and agrees that: • It will comply with the terms of any applicable policies of the wireless callers, induding, but not limited to, the terms of each wireless carrier's documentation regarding CSC and short code campaigns. • It will comply with the recommendations and requirements contained in the Mobile Marketing Association's "Code of Conduct for Mobile Marketing", "Mobile Advertising Guidelines", Mobile Financial Services Best Practices" and "Consumer Best Practices Guidelines for Cross -Carrier Mobile Content Programs." • It will not use a CSC for any illegal purpose and will notify Company of any fraudulent use. • It will not use a CSC In a manner that violates the legal rights of any person (including, but not limited to, intellectual property or privacy rights). • It will not use a CSC for the purpose of facilltating the sending of Spam or other unlawful unsolicited messages to wireless subscribers. • It will not use a CSC for the purpose of facilitating the sending of messages that are unlawful, defamatory, obscene, harassing, threatening, abusive, or fraudulent. • it will ensure that Client's CSC program (including all advertising and promotional material) clearly discloses the material terms and conditions of the program, including pricing and fees. • it will ensure that Client's CSC campaign complies with all applicable requirements for consent, opt -in, and opt -out by a wireless subscriber • It will ensure that Client's CSC campaign complies with all applicable requirements for disclosure of fees (including both fees imposed by Oient and any fees that may be imposed by a wireless caller) to a wireless subscriber • it will not use or assist others to use the CSC services In any way that damages or interferes with the services. The parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date. Routematch Software, Inc. St. Lucie County Board of County Commissioners Signature: Signature: r .t/at(a.o Fati".0 Name: Name: Nathan Farmer HPPROVED AS TO FORM AND CORRECTNESS k,yj COUNT AT RNEY ADDENDUM TO ROUTEMATCH ORDER FORM PUBLIC RECORDS. The Company shall allow public access to all documents, papers, letters or other material subject to the provisions of Chapter 119, Florida Statutes, and made or received by Company in conjunction with this Agreement. Specifically, the Company shall: a. Keep and maintain public records that ordinarily and necessarily would be required by the Client in order to perform the service. b. Provide the public with access to public records on the same terms and conditions that the Client would provide the records and at a cost that does not exceed the cost provided in state law or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. d. Meet all requirements for retaining public records and transfer, at no cost, to the Client all public records and possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the Client in a format that is compatible with the information technology systems of the Client. e. IF COMPANY HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO ITS DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (772)462-1441, Bella mySgDstlucieco.org, COUNTY ATTORNEY'S OFFICE 2300 VIRIGNIA AVENUE, FORT PIERCE, FL 34982. SCRUTINIZED COMPANIES TERMINATION. The Client may Immediately terminate the Agreement without cause at any time upon ascertaining that pursuant to § 287.135, Florida Statutes, a company is Ineligible to, and may not, bid on, submit a proposal for, or enter Into or renew a contract with an agency or local government entity for goods or services if at the time of bidding or submitting a proposal for a new contract or renewal of an existing contract, or at any time thereafter, the company: (1) is on the Scrutinized Companies that Boycott Israel List, created pursuant to § 215.4725, Florida Statutes, or Is engaged in a boycott of Israel; (2) is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to § 215.473, Florida Statutes; or (3) is engaged in business operations in Cuba or Syria. Furthermore, the Client may immediately terminate the Agreement if it is determined that the Company submitted a false certification stating that it was not (1) on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel; (2) was not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List; (3) or was not engaged In business operations in Cuba or Syria when in fact the company was engaged In such activities at the time of the bid or proposal, or at the time of entering into or renewing the Agreement. TERMINATION FOR CONVENICENCE. Either party may terminate for convenience upon 120 days prior written notice to the other party. In the event the Company terminates this Agreement for convenience, the Client shall be reimbursed for the annual payment on a pro rata basis through the effective date of termination. Routematch Master Agreement Final Audit Report 2020-06-08 Created: 2020-06-08 By: Kristin Davis (kdstin.davis@routematch.com) Status: Signed Transaction ID: CBJCHBCAABAAxPgQeEMy8U14ZsZyDbwVXwYeCW3mk6Zq "Routematch Master Agreement" History u Document created by Kristin Davis (kristin.davis@routematch.com) 2020-06-08 - 4:33:34 PM GMT- IP address: 38.101.219.129 C. Document emailed to Nathan Farmer (nathan.farmer@routematch.com) for signature 2020-06-08 - 4:33:58 PM GMT Email viewed by Nathan Fanner (nathan.farmer@routematch.com) 2020-06-08 - 4:44:48 PM GMT- IP address: 38.101.219.129 r�C Document e-signed by Nathan Farmer (nathan.farmer@routematch.com) Signature Date: 2020-06-08 - 5:02:56 PM GMT - Time Source: server- IP address: 38.101.219.129 �i Signed document emailed to Kristin Davis (kristin.davis@routematch.com) and Nathan Farmer (nathan.farmer@routematch.com) 2020-06-08 - 5:02:56 PM GMT 0 Adobe Sign P,o ...,utematch c2©-�`��' ORDER FORM Softwate Licenses . ,40 Cloud Hosting Fees Services - Users 10 Upon completion $12,000.00 StilBbi �11,000.OD Prole5sional Set -vices ';� '��,.7 $ - ,�,�, ,• :i .ct a g:: Professional Services - Project Management - Small 40 Upon completion $4,400.00 Partnership Incentive Credit ($2,200.00) SuY3klEd l A111 A 1 $14,2.00.00 $12000 00 Annual fees jbeginninE Year 2) 10 Annually, 60 days in Annual Cloud Hosting Fees - Users advance SuiilaRal $12,000.00 ' ! $121000.00 Routematch Software, Inc. St. Lucie County Board of County Commissioners Signature: Signature% ) v Name:Name: Nathan Farmer Q -, 1 Terms and Conditions. 1. integration. This Order Form is enteredinto on June 8, 2020 ("Effective Date") and is expressly incorporated Into and governed by terms of the Master Agreement between St. Lucie County Board of County Commissioners ("Client") and Routernatch Software, Inc. ('Company') dated .lunP R 2020 , and any and all prior amendments, change orders or addendums thereto (`Agreement-). in the event of any conflict between the terms of this Order Form, any Client purchase order, and the Agreement, the terms of this Order Form shall prevail. 2. Fees and Payment. Company shall send all Invoices and correspondence respecting payment for this Order Form to (please type name and email): . Are annual purchase orders required by Client for Ongoing Fees or applicable renewals? Yes_No_. First year and Ongoing totals represent only the products and services purchased above. Any future orders may affect the First Year or Ongoing Totals. Fees may increase annually after the first year of the Term no more than 10%. Pricing is valid for 90 days. Payment terms are net 30 days from date of invoice. When applicable, Company may seek to enforce all rights and remedies under Client's state -specific Prompt Payment statutes for overdue or outstanding Invoices. 3. Term. The term for all ongoing and annually delivered services and software purchased in this Order Form (including but not limited to: Support and Maintenance; data plans; cloud hosting; Twilio minutes; SMS text fees; and mobile device management software) begins on the Effective Date and lasts for so long as Client Is paying for such items (the "Term"). 4. Modifications. The deliverables are subject to modifications, enhancements, additions and subtractions of functionalities, features and display form and formats, from time to time ("Modifications") at Company's sole discretion. Such Modifications shall not materially diminish the functionality of the Deliverables provided, and the Oellverables shall continue to perform according to the description of the Deliverables agreed to in a Request for Proposal in all material aspects. S. Professional Services. The professional services provided by Company detailed herein shall be performed: (a) in a diligent, professional and workmanlike manner in accordance with best applicable industry practices; (b) in accordance with this Order Form; (c) by experienced and qualified personnel with the proper expertise, skills, training; and (d) In accordance with all applicable laws and regulations. No duties or responsibilities are assumed by Company other than those specifically set forth in this Order Form. 6. Feedback. From time to time, Client may submit feedback to Company respecting Its use of and interaction with the Software, in the course of its use of the Software, or while receiving hardware installation, support and maintenance, or professional services ("Feedback"). Client grants Company a perpetual, royalty -free and Irrevocable right and license to freely use, reproduce, modify, adapt, publish, copy, disclose, sublicense, transmit, distribute, create derivative works from, sell and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered Client's Confidential Information, and nothing In this Agreement shall limit Company's right to independently use, develop, evaluate, or market products, whether Incorporating Feedback or otherwise. EXHIBIT d D ,I 7. Publicity. Client grants Company the right to use its company name and logo as a reference for marketing or promotional purposes on the Company website and in other public or private communications with existing or potential customers, subject to Client's standard trademark usage guidelines as provided to us from time -to -time. 8. License to Client Data. Client hereby grants Company a non-exclusive, non -transferable, royalty -free. worldwide right to use the electronic data of Client, Its customers, and its users, that is submitted or imported by it Into the Software In connection with its use of the Software (collectively, "Cllent Data") solely and only as necessary for the limited purpose of the Software performing the services. Client shall own and retain all right, title and Interest in and to the Client Data. 9. License to Resulting Data. Company may collect and store analytical and usage data arising out Client's use of the Software ('Analytic Data'). Client grants to Company a limited, non-exclusive, perpetual, worldwide, royalty -free license to use, copy, transmit, sub -license, index, model, aggregate (including with other customers' data), publish, display and distribute any anonymous information derived from Analytic Data collected during the term of the Agreement solely for (1) purposes of providing services to Client (including providing to third parties, as necessary), and (11) benchmarking, analysis, improvement, reporting on, promotion of and further development of the Software. Company shall not use or disclose the Analytic Data in a manner which would identify Client without its advance written permission. Company shall store all collected data In compliance with all appllcable laws. 10. Confidentiality. To the greatest extent possible under applicable state law, Client shall treat the pricing Information contained in this Order Form as confidential and protect it from release to the public. HOSTING SERVICES TERMS AND CONDITIONS Amazon Web Services Terms. Clients use of the Amazon Web Services loud hosting service is subject to the applicable product -specific terms and conditions provided by Amazon Web Services, Inc. at https://aws.amazon.com/service-terms/, as may be modified by Amazon from time to time. APPROVED AS TO FORM AND CORRECTNESS Arbew.. ORNEY ADDENDUM TO ROUTEMATCH ORDER FORM PUBLIC RECORDS. The Company shall allow public access to all documents, papers, letters or other material subject to the provisions of Chapter 119, Florida Statutes, and made or received by Company in conjunction with this Agreement. Specifically, the Company shall: a. Keep and maintain public records that ordinarily and necessarily would be required by the Client in order to perform the service. b. Provide the public with access to public records on the same terms and conditions that the Client would provide the records and at a cost that does not exceed the cost provided in state law or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. d. Meet all requirements for retaining public records and transfer, at no cost, to the Client all public records and possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. Ail records stored electronically must be provided to the Client in a format that Is compatible with the information technology systems of the Client. e. IF COMPANY HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO ITS DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (772)462-14411, Bel lamyS9)stlucleco.org, COUNTY ATTORNEY'S OFFICE 2300 VIRIGNIA AVENUE, FORT PIERCE, FL 34982. SCRUTINIZED COMPANIES TERMINATION. The Client may immediately terminate the Agreement without cause at any time upon ascertaining that pursuant to § 287.135, Florida Statutes, a company is ineligible to, and may not, bid on, submit a proposal for, or enter into or renew a contract with an agency or local government entity for goods or services if at the time of bidding or submitting a proposal for a new contract or renewal of an existing contract, or at any time thereafter, the company: (1) is on the Scrutinized Companies that Boycott Israel List, created pursuant to § 215.4725, Florida Statutes, or is engaged in a boycott of Israel; (2) is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to § 215.473, Florida Statutes; or (3) is engaged in business operations in Cuba or Syria. Furthermore, the Client may immediately terminate the Agreement If it Is determined that the Company submitted a false certification stating that It was not (1) on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel; (2) was not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List; (3) or was not engaged in business operations in Cuba or Syria when in fact the company was engaged in such activities at the time of the bid or proposal, or at the time of entering into or renewing the Agreement. TERMINATION FOR CONVENICENCE. Either party may terminate for convenience upon 120 days prior written notice to the other party. In the event the Company terminates this Agreement for convenience, the Client shall be reimbursed for the annual payment on a pro rata basis through the effective date of termination. I Routematch Software Licenses Final Audit Report 2020-06-08 Created: 2020-06-08 By: Kristin Davis (kdstin.davis r@routematch.com) Status: Signed Transaction ID: CBJCHBCAABAAXIOFPHchKKOITW9NjM8VuGDQ5a1TIMkp "Routematch Software Licenses" History Document created by Kristin Davis (kristin.davis@routematch.com) 2020-06-08 - 4:38:20 PM GMT- IP address: 38.101.219.129 Document emailed to Nathan Farmer (nathan.farmer@routematch.com) for signature 2020-06-08 - 4:38:37 PM GMT Email viewed by Nathan Farmer (nathan.farmer@routematch.com) 2020-06-08 - 4:46:35 PM GMT- IP address: 38.101.219.129 &0 Document e-signed by Nathan Farmer (nathan.farmer@routematch.com) Signature Date: 2020-06-08 - 4:47:07 PM GMT - Time Source: server- IP address: 38.101.219.129 Q Signed document emailed to Nathan Farmer (nathan.farmer@routematch.com) and Kristin Davis (kristin.davis@routematch.com) 2020-06-08 - 4:47:07 PM GMT 4 to Rn.utematch c2o 0u ORDER FORM W�W Advanced Consulting Group services • Project Management • Remote & Onsite Services for the purpose of re-training o MV Operators, CSR's and Executive Team o St Lucie Staff 16 $2,000.00 • Engagement Includes o Up to 3 Remote Pre - Dnsite Conference Calls o 8 Days on site services o Up to 3 Remote Post - Onsite Conference Calls Project Management • New Hire Orientation - Onsite & Remote (8 Hours) • RM Demand: Paratransit & Demand Response — Existing Configuration Review (8 Hours) a. Customers, Drivers & Vehicles b. Reservations, Scheduling & Dispatch c. Verification Upon completion • RM Fixed: CAD/AVL Fixed Route - Existing Configuration 44 $5,500.00 Review (8 Hours) a. Scheduling, Authoring & Dispatching • RM Mobile: In -vehicle Technologies (8 Hours) a. Hardware Assessment, Troubleshooting & Training (8 Hours) • Reporting (4 Hours) a. All services Deliverables • Kick Off Meeting • Project Schedule & Timeline 16 $2,000.00 • Resource Assignment • Consulting & Education • Post On -Site Report Travel 3 Trips $4,200.00 8ab>Eoitd $3.3,700.00 ,� s) $13,700.00 Routematch Software, Inc. St. Lucie County Board of County Cornmissloners Signature: Signatur Name: Name: Nathan Farmer Terms and Conditions. 1. Integration. This Order Form Is entered Into as of June 8, 2020 ("Effective Date"). This Order Form is expressly incorporated into and governed by terms of Master Agreement between St. Lucie County Board of County Commissioners ("Client) and Routematch Software, Inc. ("Company') dated June 8, 2020 , and any and all prior amendments, change orders or addendums thereto ("Agreement). In the event of any conflict between the terms of this Order Form, any Client purchase order, and the Agreement, the terms of this Order Form shall prevail. APPROVED A5 TO FORM EXHIBIT AND CORRECTNESS 9 r)t -TYA7TC�R-- t' mty i 2. Fees and Payment. Pricing is valid for ninety (90) days. Fees will be invoiced upon completion. Payment terms are net 30 days from date of invoice. Any (1) additional business or technical needs identified by Client outside the scope of the Professional Services above or (2) delays caused by Client which result in additional hours required to complete the Professional Services will be contracted for separately. 3. Professional Services. The professional services provided by Company detailed herein shall be performed: (a) in a diligent, professional and workmanlike manner In accordance with best applicable industry practices; (b) in accordance with this Order Form; (c) by experienced and qualified personnel with the proper expertise, skills, training; and (d) In accordance with all applicable laws and regulations. No duties or responsibilities are assumed by Company other than those specifically set forth In this Order Form. 4. Project Timeline. Upon execution of this Order Form, Company will promptly contact Client to schedule a project kickoff meeting with the project manager identified by Client at a mutually agreeable time. S.Feedback. From time to time, Client may submit feedback to Company respecting its use of and interaction with the Software, in the course of its use of the Software, or while receiving hardware Installation, support and maintenance, or professional services ("Feedback'). Client grants Company a perpetual, royalty -free and irrevocable right and license to freely use, reproduce, modify, adapt, publish, copy, disclose, sublicense, transmit, distribute, create derivative works from, sell and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered Client's Confidential Information, and nothing in this Agreement shall limit Company's right to independently use, develop, evaluate, or market products, whether Incorporating Feedback or otherwise. 6. Publicity. Client grants Company the right to use Its company name and logo as a reference for marketing or promotional purposes on the Company website and in other public or private communications with existing or potential customers, subject to Client's standard trademark usage guidelines as provided to us from time -to -time. 7. Ucense to Client Data. Client hereby grants Company a non-exclusive, non -transferable, royalty -free. worldwide right to use the electronic data of Client, its customers, and its users, that Is submitted or imported by it into the Software in connection with Its use of the Software (collectively, "Client Data") solely and only as necessary for the limited purpose of the Software performing the services. Client shall own and retain all right, title and Interest in and to the Client Data. 8. License to Resulting Data. Company may collect and store analytical and usage data arising out Client's use of the Software ("Analytic Data'). Client grants to Company a limited, non-exclusive, perpetual, worldwide, royalty -free license to use, use, copy, transmit, sub -license, index, model, aggregate (including with other customers' data), publish, display and distribute any anonymous information derived from Analytic Data collected during the term of the Agreement solely for (i) purposes of providing services to Client (including providing to third parties, as necessary), and (ii) benchmarking, analysis, improvement, reporting on, promotion of and further development of the Software. Company shall not use or disclose the Analytic Data in a manner which would identify Client without its advance written permission. Company shall store all collected data in compliance with all applicable laws. 9. Confidentiality. To the greatest extent possible under applicable state law, Client shall treat the pricing information contained in this Order Form as confidential and protect it from release to the public. Corfidenf'a/ — Do Not Disdwe Pape 2 of 2 % •• a 11 ADDENDUM TO ROUTEMATCH ORDER FORM PUBLIC RECORDS. The Company shall allow public access to all documents, papers, letters or other material subject to the provisions of Chapter 119, Florida Statutes, and made or received by Company in conjunction with this Agreement. Specifically, the Company shall: a. Keep and maintain public records that ordinarily and necessarily would be required by the Client in order to perform the service. b. Provide the public with access to public records on the same terms and conditions that the Client would provide the records and at a cost that does not exceed the cost provided in state law or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. d. Meet all requirements for retaining public records and transfer, at no cost, to the Client all public records and possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the Client in a format that Is compatible with the information technology systems of the Client. e. IF COMPANY HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO ITS DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (772)462-1441, Bella myS@stludeco.org, COUNTY ATTORNEY'S OFFICE 2300 VIRIGNIA AVENUE, FORT PIERCE, FL 34982. SCRUTINIZED COMPANIES TERMINATION. The Client may immediately terminate the Agreement without cause at any time upon ascertaining that pursuant to § 287.13S, Florida Statutes, a company is ineligible to, and may not, bid on, submit a proposal for, or enter into or renew a contract with an agency or local government entity for goods or services if at the time of bidding or submitting a proposal for a new contract or renewal of an existing contract, or at any time thereafter, the company: (1) is on the Scrutinized Companies that Boycott Israel List, created pursuant to § 215.4725, Florida Statutes, or Is engaged in a boycott of Israel; (2) is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to § 215.473, Florida Statutes; or (3) is engaged in business operations in Cuba or Syria. Furthermore, the Client may immediately terminate the Agreement if it is determined that the Company submitted a false certification stating that it was not (1) on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel; (2) was not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List; (3) or was not engaged in business operations in Cuba or Syria when in fact the company was engaged in such activities at the time of the bid or proposal, or at the time of entering into or renewing the Agreement. TERMINATION FOR CONVENiCENCE. Either party may terminate for convenience upon 120 days prior written notice to the other party. In the event the Company terminates this Agreement for convenience, the Client shall be reimbursed for the annual payment on a pro rata basis through the effective date of termination. 4 • i Routematch Professional Services Final Audit Report 2020-06-08 Created: 2020-06-08 By: Kristin Davis (kristin.davis@routematch.com) Status: Signed Transaction ID: CBJCHBCAABAAQTpv1Hm38ewZaYDrOcLRhduZeycvVTFk "Routematch Professional Services" History Document created by Kristin Davis (kristin.davis@routematch.com) 2020-06-08 - 4:36:26 PM GMT- IP address: 38.101.219.129 Cy Document emailed to Nathan Farmer (nathan.farmer@routematch.com) for signature 2020-06-08 - 4:36:58 PM GMT Email viewed by Nathan Farmer (nathan.farmer@routematch.com) 2020-06-08 - 4:46:19 PM GMT- IP address: 38.101.219.129 Oc Document e-signed by Nathan Farmer (nathan.farmer@routematch.com) Signature Date: 2020-06-08 - 4:47:15 PM GMT - Time Source: server- IP address: 38.101.219.129 Q Signed document emailed to Nathan Farmer (nathan.farmer@routematch.com) and Kristin Davis (kristin.davis@routematch.com) 2020-06-08 - 4:47:15 PM GMT 0 Adobe Sign