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2019-004-E OPT - Ecolane dispatch and scheduling software
DocuSign Envelope ID:CD64977C-17FD-49F0-9672-81D6326AF370 [Departmental Use Only] TITLE Dispatching Software FY 2019 NORTH CAROLINA SERVICES AGREEMENT UNDER$90,000.00 NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 14 day of August , 2018, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Ecolane USA, Inc., (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type ofproject): Dipatching and Scheduling Software ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional Revised 10/17 1 DocuSign Envelope ID:CD64977C-17FD-49F0-9672-81D6326AF370 quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of any proposal. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): As described in Attachment A: Professional services, setup and implementation and training of Software on customer's hardware including: licenses for 12 vehicles which include Ecolane's Demand Response Transit (DRT) Software and Mobile Data Tablet (MDT) software; twelve (12) Android tablets, mounting hardware for 12 tables, and installation of all tablets and hardware into the Orange County Public Transportation (OCPT) Vehicles; Data Conversion (12 8-hour work days) of converting data and remote set up of both the DRT and MDT software, 15 8-hour work days of onsite training and preparing to go live with the new system, 4 8- hour work days post-launch that Ecolane will dedicate to additional training/refresh and onsite surveying. Optional items included in Attachment A will be offered at those prices throughout the term of this agreement but shall not be engaged except by written amendment to this agreement. Revised 10/17 2 DocuSign Envelope ID:CD64977C-17FD-49F0-9672-81D6326AF370 4. Duration of Services a. Term. The term of this Agreement shall be from August 14, 2018 to August 14, 2023. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be August 14, 2018. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement. The maximum amount payable for Basic Services shall not exceed eighty nine thousand three hundred and two Dollars and fifty cents ($89,302.50). Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Orange County Public Transportation; Theo Letman ) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Revised 10/17 3 DocuSign Envelope ID:CD64977C-17FD-49F0-9672-81D6326AF370 Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. The Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Chanizes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days' prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Revised 10/17 4 DocuSign Envelope ID:CD64977C-17FD-49F0-9672-81D6326AF370 ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County's convenience and without penalty to County upon three (3) days' notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy(each policy is incorporated herein by reference and may be viewed at hqp://www.oran eg counl3Mc• og v/departments/purchasing division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not Revised 10/17 5 DocuSign Envelope ID:CD64977C-17FD-49F0-9672-81D6326AF370 be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider's performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. i. Si ng atures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider's Name Attention:Steve Ross Ecolane USA, Inc. P.O. Box 8181 940 West Valley Road, Revised 10/17 6 DocuSign Envelope ID:CD64977C-17FD-49F0-9672-81D6326AF370 Hillsborough, NC 27278 Suite 1400,Wayne,PA 19087 [SIGNATURE PAGE TO FOLLOW] Revised 10/17 7 DocuSign Envelope ID:CD64977C-17FD-49F0-9672-81D6326AF370 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: E ocuSigned by: DocuSigned by: �J ,�,ie. sDoss BJ47gg4R755Fd77_ `J' €$FF&AD5A4961 Q... County Manager Steve Ross CEO Printed Name and Title Revised 10/17 8 DocuSign Envelope ID:CD64977C-17FD-49FO-9672-81 D6326AF370 Proposal - Orange County Public Transportation Ecolane'7` Ecolane 1940 W Valley Rd, Suite 14001 Wayne, PA 19087 844-ECO-LANEI 610-312-0033 ISALES ECOLANE.COM Initial Licenses TRANSIT AGENCY NAME QUANTITY DESCRIPTION UNIT PRICE AMOUNT Orange County Public Transportation 12 Ecolane DRT Software License (per vehicle) (unlimited users) $1,700.00 $20,400.00 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- DATE 1 Map Data Conversion for Routing $0.00 Included -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 6/1/2018 12 Ecolane MDT Software License (per vehicle) $1,700.00 $20,400.00 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- PROJECT 1 Order Importer module to import State's Medicaid broker trips for scheduling $19,995.00 $19,995.00 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Demand Response & Fixed Route --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Initial licenses subtotal $60,795.00 ADDRESS Initial license discount% 50% 600 Highway 86 North Initial license cost with discount applied $30,397.50 CITY/STATE/ZIP Additional items Hillsborough, NC 27278 QUANTITY DESCRIPTION UNIT PRICE AMOUNT 12 7-8"Android tablet(similar to a Samsung Galaxy Tab E, 8"tablet) (per $294.00 $3,528.00 PHONE unit)(+$100 for 10"tablets) -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 919-245-2007 12 Mounting Hardware- (2 ball mounts, 1 arm (RAM-101 U), otter box case, car $199.00 $2,388.00 charger and cord) (per unit) (Locking hardware is +$100 per unit) -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- E-MAIL 12 Installation of Hardware in vehicles $275.00 $3,300.00 ------------------------ - - - -- --- - -- -------------------------------------- tletman(aDorangecountync.gov Additional items subtotal $9,216.00 BUSINESS DEVELOPMENT DIRECTOR Rachelle Jezbera Services E-MAIL QUANTITY DESCRIPTION UNIT PRICE AMOUNT rachelle.iezbera(aDecolane.com 12 Conversion of Data and Remote set up of Ecolane DRT and MDT software (8 $990.00 $11,880.00 -----------------------hr.-work days) Includes remote training------------------------------------------------------------------------------------------------------------------------- PHONE 15 Onsite Training/Go-live days (8 hr. work days) $990.00 $14,850.00 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Office: 202-309-4968 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 4 Travel for#of Onsite Trips indicated (Onsite Survey, Training/Go-live and 6 $2,700.00 $10,800.00 ATTENTION month training refresh) Theo Letman Services subtotal $37 530.00 DATE PRICE EXPIRES Annual Licensing Year 1 9'4/2018 QUANTITY DESCRIPTION UNIT PRICE AMOUNT PRICING TERMS 12 All Inclusive Annual Licensing plan includes all items below(per vehicle): Included Included -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 75% due at contract signing Server Maintenance Included -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 20% due at system set up Hosting Costs Included -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 5% due upon system acceptance 24/7/365 Support via web, email and hone Included PP P -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Map Updates Included -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Upgrades" and Updates Included -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Free monthly webinar training and access to Aha! Idea portal to help drive Included functionality for new development for Ecolane -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Annual licensing year 1 subtotal Included PLEASE NOTE! Ecolane offers a MONEY BACK GUARANTEE that provides our SUBTOTAL $77,143.50 software for free in the event you do not see an increase in rides per hour productivity over your current software provider solution. In order to give this TOTAL SYSTEM guarantee, we will review your system, ask that you follow the Ecolane training PURCHASE COSTS $77,143.50 methods and use the Ecolane System Productivity report to establish the FOR YEAR 1 productivity amounts regularly. We will jointly create language to memorialize DocuSign Envelope ID:CD64977C-17FD-49FO-9672-81 D6326AF370 Ecolane'7" Cost Proposal - Orange County Public Transportation TRANSIT AGENCY NAME Annual Licensing for years 2-5 (per year) I Please ask your Biz Dev Director about pre-paid maintenance discounts! Orange County Public Transportation QUANTITY DESCRIPTION UNIT PRICE AMOUNT DATE 12 All Inclusive Annual Licensing plan includes all items below(per vehicle): $253.31 $3,039.75 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 6/1/2018 Server Maintenance Included -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- PROJECT Hosting Costs Included -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Demand Response & Fixed Route 24/7/365 Support via web, email and phone Included -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Map Updates Included -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Upgrades**and Updates Included -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Free monthly webinar training and access to Aha! Idea portal to help drive Included functionality-for-new development for Ecolane -------------------------------------------- --- ------------------------------------------------------------------------------------------------------------------------------------------------- Annual licensing years 2-5 subtotal(per year) $3,039.75 ANNUAL LICENSING YEARS $12,159.00 6/1/2018 Ryan Larsen, Senior Vice President Date Optional Items I Please ask your Biz Dev Director for more info about these great options to help your agency grow! QUANTITY DESCRIPTION INITIAL COST ANNUAL LICENSE COST Rider Reminder Options 1 SMS Text Messaging Arrival Notification License *** (Includes 10k of SMS Text $19,995.00 $999.75 msg credit to start that never expires) (Initial License cost, flat rate) -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 1 SMS Text message credit bundle (10,000/bundle) (Never expires until used up $1,500.00 completely) -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 1 Self Service Trip Bookings App with credit card payment capabilities for trips $29,995.00 $1,499.75 (3rd party charges will-apply)*** (-Initial License cost, flat rate) ------------------------------------------------- --------------- -------------------------------------------------------------------------------------------------------------------------------- 1 UDI/Ecolane IVR Interface *** (3rd party charges will apply) (Initial License cost, $19,995.00 $999.75 flat rate) -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Page 2 of 3 DocuSign Envelope ID:CD64977C-17FD-49FO-9672-81 D6326AF370 Additional MDT Software Modules 1 Pre/Post Trip functionality on MDT*** (Initial License cost, flat rate) $19,995.00 $999.75 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 1 Electronic Signature Capture functionality on MDT*** (Initial License cost, per $200.00 $10.00 vehicle) Vehicle Hardware 1 Mounting Hardware- (2 ball mounts, 1 arm (RAM-101 U), otter box case, car $199.00 charger and +$100 -----------------------------------------cord)----(per----------unit)(------------for-----locking----------units)---------------------------------------------------------------------------------------------------------------- 1 7-8"Android tablet(similar to a Samsung Galaxy Tab E, 8"tablet) (per unit) $294.00 (+$100 for 10"tablets) Additional DIRT Software Modules 1 Self Service Trip Bookings Website*** (Initial License cost, flat rate) $19,995.00 $999.75 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 1 GTFS Coordination Transit module*** (Initial License cost,flat rate) $19,995.00 $999.75 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 1 Alexa Booking Integration *** (Initial License cost, flat rate) $29,995.00 $1,499.75 1 Customer Service and Feedback module*** (Initial License cost, flat rate) $6,995.00 $349.75 Additional Training Possibilities 1 Each additional Week onsite over standard 2 weeks Training/Go-live Support $8,700.00 (includes travel) 1 Annual Review 3 Days (Includes travel) $6,300.00 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- THIS PROPOSAL INCLUDES THE CONDITIONS NOTED: Implementation/Training assumes 8 hrs. per day on-site excluding weekends and holidays. All prices are in US dollars.All applicable sales/use taxes are additional and payment of such is the sole responsibility of the purchaser. Customer may purchase Android tablets and airtime for Tablets through cellular provider. Prices for Tablets range from$0 to$499 depending on carrier. Please coordinate your cellular provider/tablets with Ecolane prior to ordering hardware. *Data plan does not include web browsing, etc. 2GB data plan is more than sufficient for the Ecolane Touchscreen MDT Software and Navigation. Agency is responsible for any overages. **Upgrade and webinar training is included for upgrades, additional on site or new employee training is charged at Refresher Training rate plus travel as applicable. ***All Optional item license costs include annual hosting, support&fees due 1 year from contract signing set at: 5% Page 3 of 3 DocuSign Envelope ID:CD64977C-17FD-49FO-9672-81 D6326AF370 Attachment A SOFTWARE LICENSE &SERVICES AGREEMENT THIS SOFTWARE LICENSE & SERVICES AGREEMENT (this "Agreement") is made and entered into as of August 14, 2018, by and between Ecolane USA Inc., a Delaware corporation ("Licensor"), located at 940 West Valley Road, Suite 1400, Wayne, PA 19087, and Orange County ("Licensee") located at 600 Highway 86 North, Hillsborough, NC 27278. Licensor and Licensee may be referred to individually as a "Party," or together as the "Parties." 1. AGREEMENT DEFINITIONS 1.1 "Confidential Information" means information relating to or disclosed in the course of, or in connection with this Agreement, which is, or should be reasonably understood to be, confidential or proprietary to a Party, including, but not limited to, information concerning such Party's business, products, services, content, finances, subscribers, source code, tools, protocols, product designs and plans, customer lists and other marketing and technical information, the existence of any business discussions, negotiations or agreements between the Parties, the terms of this Agreement, and any other unpublished information. 1.2 "Contractor" means a non-employee individual or business hired by Licensee to perform on Licensee's behalf certain functions permitted hereunder. 1.3 "Documentation" means Licensor's User Guides and Training Manuals and any other written materials provided by Licensor for aid in the use and operation of the Licensor Software that Licensor indicates in writing as constituting "Documentation" under this Agreement. 1.4 "Intellectual Property Rights" means all patents, inventions, trademarks, service marks, copyrights, moral rights, trade secrets, database rights, rights in designs, know-how, confidential information and all or any other intellectual or industrial property rights whether or not registered or capable of registration, and whether subsisting in the United States or any other part of the world, together with all or any goodwill relating to the same. 1.5 "License Date" has the meaning set forth in Section 3. 1.6 "Licensor Software" means Licensor's Ecolane DIRT software, in object code format, licensed to Licensee hereunder and, in the event, Licensee purchases applicable license, all updates and upgrades provided under the Support Services, if any. The "Mobile Module"shall be deemed part of the Licensor Software for all purposes. 1.7 "Mobile Module" means the portion of Licensor Software that is installed on a mobile unit. 1.8 "Support Services" means Licensor's support and maintenance services described on Exhibit B. 1.9 "Support Period" means the time period during which Licensee is current in license fees. 2. SOFTWARE LICENSE 2.1 License Grant. Subject to the terms and conditions hereof, Licensor grants to Licensee a non- exclusive, limited, non-transferable, without right to sublicense, license to use and otherwise access the Licensor Software, Mobile Module, and Documentation, all for Licensee's own internal business uses. Under the foregoing license, Licensee may either (a) install and/or host the Licensor Software and/or Mobile Module on Licensor's provided hardware, as agreed by the Parties under a separate written installation and hosting agreement that shall include a right for Licensee to terminate, at its convenience, Licensor's hosting of the Licensor Software without unreasonable penalties for early termination, (b) install and/or host the Licensor Software and/or Mobile Module on Licensee's, or its designated Contractor's, hardware in accord with Sections 2.2, 2.3, and 2.4, or (c) any combination of the foregoing (a) and (b). 2.2 License Restrictions; Licensee Rights and Obligations. Licensee shall not: a. modify, make derivative works of, reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code for the Licensor Software, Ecolane USA, Inc. 940 West Valley Road, Suite 1400,Wayne,PA 19087 610-312-0033 4821-6909-6038.1 DocuSign Envelope ID:CD64977C-17FD-49FO-9672-81 D6326AF370 b. allow the Licensor Software to be combined with or become incorporated in any other computer programs, absent Licensor's written consent, c. distribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Licensor Software (except as expressly permitted hereunder), d. only install and use the Mobile Module on a mobile unit approved by Licensor, e. remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Licensor Software, or f. Except as set forth in Sections 2.3, 2.4, or as otherwise may be agreed to in writing by Licensor, permit any third party to use the Licensor Software or Documentation or use the Licensor Software or Documentation on behalf of or for the benefit of any third party in any way whatsoever. 2.3 Copies; Records. Licensee may make only so many copies of the Mobile Module as are reasonably necessary for operational security and for its permitted use hereunder. Licensee shall supervise and control and maintain accurate and complete records regarding the use and location of the Mobile Module Software and Documentation, and the access to the Licensor Software. 2.4 Limited Use by Contractors. Licensee may allow its Contractors to exercise the rights granted hereunder on behalf of Licensee and solely for Licensee's benefit, provided that (a) Licensee ensures that such Contractors use the Licensor Software only in accordance with the terms of this Agreement and (b) Contractors are subject to confidentiality obligations substantially similar to Licensee's obligations herein. Licensee shall be fully responsible for any breach of this Agreement caused by Contractors. 3. DELIVERY ACCESS. On or before the 120 days following the date hereof, Licensor shall (a) deliver the number of copies of Software and Documentation, all as may be identified on Exhibit A, by electronic means, and/or (b) provide access to the Licensor Software. The first date of such delivery or access shall be referred to herein as the "License Date". Licensor shall use commercially reasonable efforts to make the Licensor Software available for the hours and days as described in Exhibit A beginning on the License Date. Scheduled maintenance done by Licensor will be done outside Licensee's scheduled hours of availability as identified in Exhibit B. 4. PROPRIETARY RIGHTS. Licensor(and/or its affiliates or vendors) retain all right, title and interest in and to the Licensor Software and Documentation, including, without limitation, all Intellectual Property Rights related thereto and all modifications thereof. The Parties acknowledge each other's trademark rights, and except as permitted by Section 15.11, neither Party shall use the other Party's trade name or trademarks in any manner whatsoever absent the other Party's prior written consent. Nothing in this Agreement assigns any rights, title or interest in any Licensor's (and/or its affiliates' or vendors') Intellectual Property Rights to Licensee. 5. SERVICES. 5.1 Support Services. Licensor shall provide Support Services commencing on the License Date on the terms and conditions set forth on Exhibit B. 5.2 Installation Assistance, Training or Other Services. If Licensee and Licensor have agreed that Licensor will provide Licensee with any installation assistance of Mobile Modules, training or other services, the terms and conditions of such services will be identified on Exhibit A or another Exhibit to this Agreement. 5.3 Custom Development. If Licensor agrees to perform any customized software development work for Licensee that the parties intend for Licensee to own, Licensee will have no such ownership rights unless the parties mutually execute a written addendum to this Agreement that fully satisfies the following conditions: (i) the scope and description of the mutually agreed work product is described, and (ii) the addendum includes an express statement that such work product is "intended to be a work made for hire for, and owned by, Licensee". Notwithstanding the foregoing or any content of any such addendum, in no case whatsoever does Licensor assign or otherwise transfer to Licensee any right, title or interest in or to Licensor Software, Documentation or any other preexisting Intellectual Property Rights of Licensor. 6. GENERAL OBLIGATIONS OF LICENSEE Ecolane USA, Inc. 940 West Valley Road, Suite 1400,Wayne,PA 19087 610-312-0033 4821-6909-6038.1 DocuSign Envelope ID:CD64977C-17FD-49FO-9672-81 D6326AF370 6.1 Licensee shall (a) promptly provide Licensor and its authorized agents with such information and assistance as may be reasonably requested in order to carry out its obligations hereunder, (b) without charge, provide suitable office accommodation, materials, equipment and support services (including use of telephone and support services) reasonably requested in connection with performance of any services at Licensee's premises ordered by Licensee under Section 5, (c) procure all necessary rights from third parties (including intellectual property licenses in relation to Licensee's computer software) which are from time to time required in order for Licensor to provide services in an authorized and legal manner, and (d) with ten (10) days advance notice, permit Licensor and its authorized representatives to enter on to Licensee's premises or mobile units at reasonable times where the Mobile Modules or Documentation are located or from where the Licensor Software is accessed or services are provided in order to verify Licensee's compliance with the terms of this Agreement. In connection with this review, Licensor may inspect records directly related to Licensee's performance of this Agreement or use of Licensor Software or Documentation kept by or on behalf of the Licensee and make copies of the same. 7. FEES AND PAYMENT. 7.1 Payment. Licensee agrees to pay Licensor the fees specified in Exhibit A in accordance with the payment schedules set forth in Exhibit A. The Parties agree to the allocation of the fees and payments to software, service (if any) and hardware (if any) as designated on Exhibit A. Licensee shall pay Licensor's invoices in U.S. dollars to Licensor's address set forth on Exhibit A no later than thirty(30) days following the receipt of an undisputed written invoice. 7.2 Taxes. Licensee shall be responsible for any and all sales, use, excise, value-added or similar taxes that may be due under this Agreement and Licensor will use commercially reasonable efforts to identify any applicable taxes on its invoice to Licensee. Licensee will pay applicable taxes on the invoice or, in lieu of the payment of any such taxes; Licensee may provide Licensor with a certificate acceptable to the taxing authorities exempting Licensee from payment of these taxes. Notwithstanding the foregoing, in no event shall Licensee be obligated to pay any tax paid or owed on income or net worth of Licensor or paid for Licensor's doing business in any particular locality or jurisdiction. 8. WARRANTIES. 8.1 Licensor Software Warranties. With respect to the Licensor Software, Licensor warrants that: (a) the tangible media on which the Mobile Module resides, if applicable, shall be free of material defects in workmanship, design and material, (b) neither the Licensor Software nor the Documentation infringes, misappropriates or otherwise violates any U.S. Intellectual Property Rights of any third parties, (c) the Licensor Software does not contain any computer viruses, Trojan horses, time bombs, cancel bots or other computer programming routines that are intended to detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, and (d) Licensor Software will operate substantially in accordance with the Documentation. The warranties set forth in Section 8.1 ("Software Warranties") shall survive for a period of three hundred sixty-five days (365) days following the License Date ("Warranty Period"). In the event of a breach of a Software Warranty reported to Licensor in writing during the Warranty Period, Licensee's sole remedy for such breach shall be to have Licensor use commercially reasonable efforts to promptly correct, replace or provide a work around for such error or failure, at no charge to Licensee, or in Licensor's discretion, provide an equitable refund to Licensee. The Software Warranties and remedies apply only to the most recent version of the Licensor Software, and shall not apply to any breach, fault or error that has been caused by Licensee's failure to use the Licensor Software in accordance with the Documentation requirements, any misuse, corruption, or abuse of, or modification to, the Licensor Software by Licensee or any use of the Licensor Software with any software or equipment not approved in advance in writing by Licensor. 8.2 Licensor Services Warranties. Licensor warrants that all services that are performed under this Agreement will be performed in a professional and workmanlike manner by qualified personnel, and Licensor has the required skills and experience to perform such services and such warranties shall survive for thirty days following performance of the services. Licensee's sole remedy for breach of a warranty in Section 8.2 shall be to notify Licensor of any breach within ninety (90) day following performance of the services and have Licensor use commercially reasonable efforts to promptly Ecolane USA, Inc. 940 West Valley Road, Suite 1400,Wayne,PA 19087 610-312-0033 4821-6909-6038.1 DocuSign Envelope ID:CD64977C-17FD-49FO-9672-81 D6326AF370 correct, replace or provide a work around for such breach, at no charge to Licensee, or in Licensor's discretion, provide an equitable refund to Licensee. 8.3 Licensor General Warranties. Licensor represents and warrants that Licensor owns, or has all necessary rights to, the Licensor Software and Documentation, and has all necessary rights and authority to grant the rights granted hereunder to Licensee and to carry out its obligations hereunder. 8.4 Mutual Warranties. Each Party represents and warrants to the other Party: (a) such Party's execution, delivery and performance of this Agreement have been authorized by all necessary corporate action, do not violate in any material respect the terms of any law, regulation, or court order to which Licensor is subject, do not violate the terms of any material agreement to which Licensor is a party, and are not subject to the consent or approval of any third party, (b) this Agreement is the valid and binding obligation of such Party, enforceable against Licensor in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to creditors' rights generally, or general equitable principles, (c) such Party is not subject to any pending or, to such Party's knowledge, threatened litigation or governmental action which could interfere with such Party's performance of its obligations hereunder, and (d) such Party has secured or shall secure all material permits, licenses, regulatory approvals and registrations to perform its obligations hereunder. 8.5 Disclaimer of Warranty. EXCEPT AS SET FORTH IN SECTIONS 8.1 to 8.4, LICENSOR DOES NOT MAKE, AND HEREBY DISCLAIMS, ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NONINFRINGEMENT OF THIRD PARTIES' RIGHTS, AND SECURE, ERROR-FREE OR UNINTERRUPTED OPERATION. 9. CONFIDENTIALITY. 9.1 Confidentiality Obligations. Each Party acknowledges that Confidential Information may be disclosed to the other Party during the course of this Agreement. Each Party agrees that, during and following the term of this Agreement, it shall hold in strict confidence the other Party's Confidential Information and will take reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to (a) prevent use of the other Party's Confidential Information for any purpose other than to carry out its rights and obligations hereunder, and (b) prevent the disclosure of the other Party's Confidential Information, other than to its employees or Contractors who must have access to such Confidential Information for such Party to exercise its rights and perform its obligations hereunder and who each agree to be bound by agreements with a duty of confidentiality no less protective of confidential information than provided herein. 9.2 Exclusions. The Parties' obligations set forth in Section 9.1 shall not apply with respect to any portion of the Confidential Information that: (a)was in the public domain at the time it was disclosed to or observed by the receiving Party; (b) entered the public domain through no fault of the receiving Party; (c) is rightfully received by the receiving Party from a third party without a duty of confidentiality; (d) is independently developed by the receiving Party without reference to or incorporation of the other Party's Confidential Information; (e) is disclosed in accordance with the state Public Information Act, except that the receiving Party will disclose only such information as is legally required and will use reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed and will provide the disclosing Party notice of such possible disclosure prior to disclosure in order to allow an opportunity for the disclosing Party to contest such disclosure; or(f) is disclosed with the other Party's prior written approval. 9.3 Return of Confidential Information. Each Party agrees to return to the other Party or, at the request and instruction of the disclosing Party, destroy, and certify that it has destroyed, all material embodying Confidential Information (in any form or medium and including, without limitation, all summaries, copies and excerpts of Confidential Information) at any such time as the disclosing Party may so request. 9.4 Public Records. Both parties recognize and agree to adhere to North Carolina's public records law, set forth at Chapter 132 of the North Carolina General Statutes. Licensor agrees to indemnify and hold harmless Licensee and its officers, employees, and agents from all costs, damagers, and Ecolane USA, Inc. 940 West Valley Road, Suite 1400,Wayne,PA 19087 610-312-0033 4821-6909-6038.1 DocuSign Envelope ID:CD64977C-17FD-49FO-9672-81 D6326AF370 expenses incurred in connection with refusing to disclose any information. Nothing in this agreement is intended to be contrary to these public record laws. 10. INDEMNIFICATION. 10.1 Indemnification by Licensor. Licensor shall to the extent allowed by state law indemnify, defend and hold harmless Licensee, and its officers, directors, employees and agents, from and against any and all claims made or threatened by any third party and all related losses, expenses, damages, costs and liabilities, including reasonable attorneys' fees and expenses incurred in investigation or defense ("Damages"), to the extent such Damages arise out of or relate to a third- party claim that the Licensor Software, Documentation or services provided by Licensor hereunder, or Licensee's use of the same in accordance with this Agreement, infringe, misappropriate, or otherwise violate any third party's U.S. Intellectual Property Rights. Licensor's indemnity obligation shall not extend to claims based on an unauthorized modification, combination or use of the Licensor Software by Licensee. 10.2 Notification of 3rd Party Claims. Licensor will promptly notify Licensee of any threat, warning, claim or action against Licensor or suppliers, that could have an adverse impact on Licensee's use of the Licensor Software. 10.3 Remedies. If Licensor informs Licensee or Licensee determines that it must discontinue use of the Licensor Software, the Documentation, or any service furnished under this Agreement because of an existing or anticipated claim, or adjudication, that the Licensor Software, Documentation, or service infringes, misappropriates or otherwise violates any intellectual property right of a third party, Licensor, at its own expense and in its reasonable discretion, shall either: (a) secure for Licensee the right to continue using the Licensor Software, Documentation, or service; (b) replace or modify the Licensor Software, Documentation, or service to make it non-infringing; provided, however, that such modification or replacement shall not degrade the operation or performance of the Licensor Software, Documentation, or service; or if Licensor determines (a) or (b) to be commercially unreasonable, then (c) refund to Licensee any unamortized portions of the fees paid by Licensee, based on a straight line amortization over the initial term of this Agreement. 10.4 10.5. Defense and Settlement. A Party seeking indemnity ("Indemnified Party") shall provide the other Party ("Indemnifying Party") prompt notice of any such claim made against it for which it is entitled to indemnity hereunder. Each party shall cooperate with the other party and in the defense of any such claim, suit or proceeding, including appeals, negotiations and any settlement or compromise thereof, provided that Indemnifying Party shall control the defense, negotiations and settlement or compromise thereof and shall keep the Indemnified Party informed of the proceedings and review and consider input from the Indemnified Party; provided, that Indemnified Party shall be given the right to consent to the terms of any settlement or compromise with respect to such matter, and such approval shall not be unreasonably withheld by Indemnified Party. 11. EXPORT CONTROL. The Parties agree that Licensee shall not, and shall not permit, use of the Licensor Software and Documentation outside of the United States and Canada. To the extent Licensee seeks to use Licensor Software and Documentation outside of the United States and Canada, Licensee shall be solely responsible for full compliance with all export and import laws and restrictions and regulations of any United States or foreign agency or authority and shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to the same. 12. NOTICES. Any notice, approval, request, authorization, direction or other communication under this Agreement will be given in English in writing and will be deemed to have been delivered and given for all purposes (i) on the delivery date if delivered by confirmed facsimile; (ii) on the delivery date if delivered personally to the party to whom the same is directed; (iii) one business day after deposit with a commercial overnight carrier, with written verification of receipt; or (iv) five business days after the mailing date, if sent by U.S. mail, return receipt requested, postage and charges prepaid, or any other means of rapid mail delivery for which a receipt is available. Licensor's and Licensee's Addresses for receipt of notices are provided on Exhibit A. 13. TERM AND TERMINATION. Ecolane USA, Inc. 940 West Valley Road, Suite 1400,Wayne,PA 19087 610-312-0033 4821-6909-6038.1 DocuSign Envelope ID:CD64977C-17FD-49FO-9672-81 D6326AF370 13.1 Term. Unless terminated earlier in accordance with Section 13.2, this Agreement shall remain in effect for the applicable term or terms set forth on Exhibit A, as the term or terms may vary for the license to the Licensed Software and Documentation and the Support Services or other services. The term of the agreement will commence upon contract signing and will continue for as long as license fees are maintained. In the case where the base agreement expires and neither party has extended the said base agreement, this agreement will renew automatically each year, until a new agreement is signed. 13.2 Termination; Effect of Termination. A Party may terminate this Agreement prior to the expiration of an applicable term as follows: (a) if the other Party breaches a material obligation under this Agreement, and fails to cure such breach within thirty (30) days from the date it receives from the non-breaching Party a written notice of the breach and a demand for cure, (b) immediately by written notice if the other Party(i) materially breaches Section 9, or(ii)files a petition in bankruptcy, makes a general assignment for the benefit of its creditors, has a receiver appointed or applied for it, or winds up or liquidates. Upon termination, Licensee shall return the Licensor Software and Documentation to Licensor, and pay all accrued but unpaid fees and expenses, provided, this shall in no way limit any legal or equitable remedies that Licensor may be entitled to. Any fees paid by Licensee for services note performed by Licensor as of the termination date will be refunded, within 90 days following termination. 14. SURVIVAL. Sections 1, 2.2, 4, 8.5, 8.6, 9, 10, 12, 13, 14 and 15 shall survive termination of this Agreement for any reason. 15. GENERAL 15.1 15.2 Independent Contractors. In performing this Agreement, the Parties are independent contractors, and nothing contained in this Agreement shall be construed or implied to create an agency, partnership or employer and employee relationship between the Parties. Except as expressly set forth in this Agreement, at no time shall either Party make commitments or incur any charges or expenses for, or in the name of, the other Party. 15.3 Assignment. Neither Party may assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld; provided that in the event of a change in control of a Party, except for a change of control of Licensee to a direct or indirect competitor of Licensor, either Party shall have the right to assign this Agreement to a successor who acquired substantially all of the assets or equity of such Party. Subject to the foregoing, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, Licensor may subcontract the performance of any or all of its obligations under this Agreement, provided it remains directly liable to Licensee. 15.4 No Third-Party Beneficiaries. The Parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the Parties, their successors and permitted assigns. Nothing in this Agreement, whether express or implied, shall confer upon any person or entity, other than the Parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement. 15.5 Severability/Waiver. If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. A waiver by either Party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. 15.6 Dispute Resolution. In the event any controversy or claim arises in connection with any provision of this Agreement, or in connection with the rights or obligations of the Parties to this Agreement, the Parties shall try to settle their differences amicably between themselves by referring the disputed matter to the appropriate executives at the Director level or higher for discussion and resolution. Either Party may initiate such informal dispute resolution by sending written notice of the dispute to the other Party, and as soon as possible but no later than fifteen (15) days after such Ecolane USA, Inc. 940 West Valley Road, Suite 1400,Wayne,PA 19087 610-312-0033 4821-6909-6038.1 DocuSign Envelope ID:CD64977C-17FD-49FO-9672-81 D6326AF370 notice such representatives of the Parties shall meet for attempted resolution by good faith negotiations. If such representatives are unable to resolve such dispute within thirty (30) days of initiating such negotiations, either Party may seek the remedies available to such Party under law. The parties agree that the State of North Carolina shall be the venue where disputes are settled. 15.7 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of North Carolina, without regard to its conflicts of law principles or to the United Nations Convention on Contracts for the International Sale of Goods. For purposes of all claims brought under this Agreement, each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in State of North Carolina. 15.8 Force Majeure. Neither Party will be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of circumstances beyond the reasonable control of such Party including acts of God, acts of any governmental or supra-national authority, war or national emergency, riots, civil commotion, fire, explosion, flood, epidemic, lock-outs (whether or not by that Party), strikes and other industrial disputes (in each case, whether or not relating to that Party's workforce), restraints or delays affecting shipping or carriers, inability or delay in obtaining supplies of adequate or suitable materials and currency restrictions. 15.9 Headings; Interpretation. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of the Agreement. The expression "person" means any individual, entity, partnership, association, governmental body or the like. The words "include", "includes", "including" and "included" will be construed without limitation. This Agreement shall be construed fairly according to its terms, without regard to the identity of the drafter of any provision in the Agreement. 15.10 Counterparts; Facsimile. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which when taken together shall constitute one agreement. Facsimile signatures shall be deemed original signatures. 15.11 Publicity. Licensor shall not make any public statements regarding the existence of this Agreement nor the relationship described herein, without the prior written consent of the other Party, except as required by law or as otherwise provided for herein. Notwithstanding the foregoing, Licensor shall have the right to use Licensee's name in customer lists that identify a substantial number of Licensor's customers, and Licensor shall provide a copy of any such listing to Licensee to the extent distributed to any third parties. [Remainder of page intentionally left blank] Ecolane USA, Inc. 940 West Valley Road, Suite 1400,Wayne,PA 19087 610-312-0033 4821-6909-6038.1 DocuSign Envelope ID:CD64977C-17FD-49FO-9672-81 D6326AF370 IN WITNESS WHEREOF, each Party has caused this Software License & Services Agreement to be executed by its authorized representative to be effective as of the date hereof. Ecolane USA Inc. SDocuSignedby: Orange County fta,�.t. �oSS Signature: Signature: Printed Name: Steve Ross Printed Name: Title: CEO Title: 11/9/2018 Date: Date: [Remainder of page intentionally left blank] Ecolane USA, Inc. 940 West Valley Road, Suite 1400,Wayne,PA 19087 610-312-0033 4821-6909-6038.1 DocuSign Envelope ID:CD64977C-17FD-49FO-9672-81 D6326AF370 EXHIBIT A License Terms This Exhibit A is made part of and incorporated in that certain Software License & Services Agreement ("Agreement"), dated August 14,2018, by and between Ecolane USA Inc., a Delaware corporation ("Licensee" or "Ecolane"), and_Orange County Public Transportation ("Licensee" or"Customer"). A. Pricing/Payment Proposal - Orange County Public Transportation (� n Ecolane 1 940 W Valley Rd,Suite 14001 Wayne,PA 19087 Ecolane' 4(�o I a� ■e' 844-ECO-LANE 1 610-312-0033 1 SALES@ECOLANE.COM Initial Licenses TRANSIT AGENCY NAME QUANTITY DESCRIPTION UNITPRICE AMOUNT Orange County Public 12 Ecolane DIRT Software License(per vehicle)(unlimited users) $1,700.00 $20,400.00 Tranportation -r DATE 1 Map Data Conversion for Luting $0.00 Included 06/01/2018 12 Ecolane MDT Software License(per vehicle) $1,700.00 $20,400.00 1 Order Importer module to import State's Medicaid broker trips for $19,995.00 $19,995.00 PROJECT scheduling Demand Response&Fixed Initial licenses subtotal $60,795.00 Lute Initial license discount% 50% ADDRESS Initial license cost with discount applied $30,397.50 600 Highway86 North Additional items CITY/STATEJZIP QUANTITY DESCRIPTION UNITPRICE AMOUNT Hillsborough,NC27278 12 7-8"Android tablet(similar to a Samsung GalaxyTab E,8"tablet)(per $294.00 $3,528.00 unit)(+$100 for 10"tablets) 12 Mounting Hardware-(2 ball mounts,1 arm(RAM-101U),otter box case,car $199.00 $2,388.00 PHONE charger and cord)(per unit)(Locking hardware is+$100 per unit) 919-245-2007 12 Installation of Hardware in vehicles $275.00 $3,300.00 r E-MAIL Additional items subtotal $9,216.00 tIet man(a)o rang ecountync.gov Services B USI N ESS DEVELOPM ENT QUANTITY DESCRIPTION UNITPRICE AMOUNT DI RECTOR Rachelle Jezbera 12 Conversion of Data and Remote set up of Ecolane DRT and MDT software (8 hr.work days)Includes remote training $990.00 $11,880.00 E-MAIL 15 Onsite Training/Go-live days(8 hr.work days) $990.00 $14,850.00 rachelle.iezberaCa)ecolane.com 4 Travel for#of Onsite Trips indicated(Onsite Survey,Training/Go-live and 6 $2,700.00 $10,800.00 month training refresh) PHONE Services subtotal $37,530.00 Office:202-309-4968 Annual Licensing Year 1 ATTENTION QUANTITY DESCRIPTION UNIT PRICE AMOUNT Theo Letman 12 All Inclusive Annual Licensing plan includes all items below(per vehicle): Included Included T--- Server Maintenance Included DATE PRICE EXPIRES 0910412018 Hosting Costs Included Ecolane USA, Inc. 940 West Valley Road, Suite 1400,Wayne,PA 19087 610-312-0033 4821-6909-6038.1 DocuSign Envelope ID:CD64977C-17FD-49FO-9672-81 D6326AF370 PPoCINGTEPov1S 24/7/365 Support via web,email and phone Included 75%due at spin up of Ecolane server Map Updates Included 20%due at completion of Upgrades**and Updates Included training 5%due upon system Free monthlywebinar training and access to Aha!Idea portal to help Included acceptance drive functionality for new development for Ecolane Annual licensing year 1 subtotal Included PLEASE NOTEI Ecolane offers a MONEY BACK GUARANTEE that provides our SUBTOTAL $77,143.50 software for free in the event you do not see an increase in rides per hour productivity over your current software provider solution.In order to give this TOTAL SYSTEM guarantee,we will review your system,ask that you follow the Ecolane training PURCHASECOSTS $77,143.50 methods and use the Ecolane System Productivity report to establish the FOR YEAR 1 productivity amounts regularly.We will jointly create language to memorialize this provision in the software license agreement. Annual Licensing for years 2-5 (per year) I Please ask your Biz Dev Director about pre-paid maintenance discounts! QUANTITY DESCRIPTION UNIT PRICE AMOUNT 12 All Inclusive Annual Licensing plan includes all items below(per vehicle): $253.31 $3,039.75 Server Maintenance , Included Hosting Costs Included - - - - - - - - - - - - - -� 24/7/365 Support via web,email and phone Included Map Updates Included ------------------------------ --- --- �- Upgrades—and Updates Included Free monthlywebinar training and access to Aha!Idea portal to help Included drive functionality for new development for Ecolane Annual licensing years 2-5 subtotal(peryear) $3,039.75 TOTAL FOR ANNUAL LICENSING $12,159.00 YEARS 2-5 06/01/2018 Ryan Larsen,Senior Vice President Date Optional Items I Please ask your Biz Dev Director for more info about these great options to help your agency grow! QUANTITY DESCRIPTION INITIAL COST ANNUAL LICENSE COST Rider Reminder Options SMSText Messaging Arrival Notification License***(Includes 10k of SMS $19,995.00 $999.75 Text msg credit to start that never expires) (Initial License cost,flat rate) Ecolane USA, Inc. 940 West Valley Road, Suite 1400,Wayne,PA 19087 610-312-0033 4821-6909-6038.1 DocuSign Envelope ID:CD64977C-17FD-49FO-9672-81 D6326AF370 1 SMSText message credit bundle(10,000/bundle)(Never expires until used $1,500.00 up completely) -------------- 1 Self Service Trip Bookings App with credit card payment capabilities for $29,995.00 $1,499.75 trips(3rd party charges will apply)*** (Initial License cost,flat rate) 1 UDI/Ecolane IVRInterface***(3rd party charges will apply)(Initial License $19,995.00 $999.75 cost,flat rate) Additional MDT Software Modules 1 Pre/Post Trip functionality on MDT***(Initial License cost,flat rate) $19,995.00 $999.75 1 Electronic Signature Capture functionality on MDT***(Initial License cost, $200.00 $10.00 per vehicle) Vehicle Hardware 1 Mounting Hardware-(2 ball mounts,1 arm(RAM-101 U),otter box case,car $199.00 charger and cord)(per unit)(+$100 for locking units) 1 7-8"Android tablet(similar to a Samsung Galaxy Tab E,8"tablet)(per unit) $294.00 (+$100 for 10"tablets) Additional DIRT Software Modules 1 Self Service Trip Bookings Website*** (Initial License cost,flat rate) $19,995.00 $999.75 1 GTFSCoordination Transit module***(Initial License cost,flat rate) $19,995.00 $999.75 1 Alexa Booking Integration***(Initial License cost,flat rate) $29,995.00 $1,499.75 1 Customer Service and Feedback module*** (Initial License cost,flat rate) $6,995.00 $349.75 Additional Training Possibilities 1 Each additional Week onsite over standard 2 weeks Training/Go-live $8,700.00 Support(includes travel) 1 Annual Review 3 Days (Includes travel) $6,300.00 THIS PROPOSAL INCLUDES THE CONDITIONS NOTED: Implementation/Training assumes 8 hrs.per day on-site excluding weekends and holidays. All prices are in US dollars.All applicable sales/use taxes are additional and payment of such is the sole responsibility of the purchaser. Customer may purchase Android tablets and airtime for Tablets through cellular provider. Prices for Tablets range from$0 to$499 depending on carrier. Please coordinate your cellular provider/tablets with Ecolane prior to ordering hardware. *Data plan does not include web browsing,etc. 2GI3 data plan is more than sufficient for the Ecolane Touchscreen MDT Software and Navigation. Agency is responsible for any overages. **Upgrade and webinar training is included for upgrades,additional on site or new employee training is charged at Refresher Training rate plus travel as applicable. ***All Optional item license costs include annual hosting,support&fees due 1 year from contract signing set at: 5% B. Term of License; Term of Support The term of the Software License shall be from the License Date through 5 full years of use. The terms of the Support Services shall be from the License Date through 5 full years of use. The term outlined above will renew annually on the license date above, unless renegotiated by both parties or terminated by Licensee with a minimum of 60 days' notice. C. Delivery&Access Terms: Ecolane USA, Inc. 940 West Valley Road, Suite 1400,Wayne,PA 19087 610-312-0033 4821-6909-6038.1 DocuSign Envelope ID:CD64977C-17FD-49FO-9672-81 D6326AF370 Delivery of the System. Licensor commits to delivery of the Licensor Software in the timeframe set forth in Section 3 and it shall be deemed fully delivered when the Licensor Software conforms to the Documentation in all material respects; provided, if there are issues preventing Licensor Software from conforming to the Documentation in all material respects, Licensor will seek to remedy the issues as soon as commercially practicable, and provided, further, if Licensee uses the Licensor Software for 14 days in a live environment, then any such issues shall be deemed waived. System Access. Standard hours of Licensee operations are from _7_AM to_6_ PM, Sunday through Saturday, Eastern time zone. The Licensor Software is expected to be available for use from one hour before to one hour after the standard hours; provided Mobile Modules are expressly excluded from the Licensor Software downtime counting, meaning that any downtime experienced by a Mobile Modules is not counted as system downtime. The downtime means a "Critical' level problem as defined in the Support Services. D. Addresses for Notices: For Ecolane ("Licensor"): Ecolane USA Inc. 940 West Valley Road, Suite 1400 Wayne, PA 19087 Licensor has right to change the address for notifications by notifying Licensee by the means set up in Section 12 of this contract. For Orange County Public Transportation ("Licensee"): Attention: [Remainder of page intentionally left blank] Ecolane USA, Inc. 940 West Valley Road, Suite 1400,Wayne,PA 19087 610-312-0033 4821-6909-6038.1 DocuSign Envelope ID:CD64977C-17FD-49FO-9672-81 D6326AF370 EXHIBIT B SUPPORT SERVICES/SERVICE LEVEL AGREEMENT This Exhibit B is made part of and incorporated in that certain Software License & Services Agreement ("Agreement"), dated August 14, 2018, by and between Ecolane USA Inc., a Delaware corporation ("Licensor" or "Ecolane"), and Orange County Public Transportation ("Licensee" or"Customer"). Overview Ecolane's Support Services are set forth in this Service Level Agreement. During the term of this Agreement, Ecolane will provide the following support services if the Licensor Software does not operate substantially in accordance with the Documentation. Support will be handled via phone, email, and the internet when Ecolane support personnel are not at the customer site. The infrastructure for this plan is a request tracking system used to facilitate the process of tracking and resolving customer needs and issues. Every service request is logged into the system and is accessible by Ecolane support representatives. Assignment of Service Request Severity When a customer has opened a service request and reaches customer support, the Ecolane associate will assess the severity of the request based on the customer's description of the issue. The severity of the service request will be recorded at support.eco lane.com. Table 1 below describes the definitions used in identifying and assigning a severity to the customer's reported issue. Criteria • Customer's production system is down Critical Ecolane product is unusable resulting in total disruption of work or other critical business impact. • No workaround is available • Major feature/function failure High . Operations are severely restricted • A workaround is available • Minor feature/function failure Medium 0 Product does not operate as designed, minor impact on usage, acceptable workaround deployed Low Minor issue • Documentation, general information, enhancement request, etc. Response and Resolution Targets Ecolane Customer Support response and resolution targets are described below: Response: When Ecolane Customer Support receives a support request, a support engineer will provide feedback to the customer that the request has been logged and assigned to the appropriate resource. The exact response (described below) will vary depending on the support method used by the customer, and the response time will commence as soon as the support request is received and Ecolane has a clear understanding, the ability to reproduce or identify from the system log the issue at hand (support request) Web: Ecolane will assign a status and severity and update the service request to let the customer know the request has been received. A Service Request ID # will be assigned immediately when the support request is submitted from the Web. E-Mail: An automated e-mail reply will be sent immediately after receiving the e-mail request. Ecolane will reply to the e-mail with a Service Request ID # and a time frame when to expect a response or contain a request for additional information. Phone: Ecolane will answer the call or respond to a call that has gone to voice mail, document product specific information in the service request, provide the customer with a Service Request ID # and begin support activities. Including a roll back to an earlier version if possible and it is likely to solve the issue. Ecolane staff will be available for contact between 8 AM and 5 PM EST. Resolution: An answer, fix or a satisfactory workaround to the support request Solution: The long-term resolution to the support request, issue or question. Ecolane USA, Inc. 940 West Valley Road, Suite 1400,Wayne,PA 19087 610-312-0033 4821-6909-6038.1 DocuSign Envelope ID:CD64977C-17FD-49FO-9672-81 D6326AF370 Severity Target Target lei Solution (11 or more of the following) Response Critical 1 Business Within 4 hours Satisfactory workaround is provided Hours from actual response Product patch is provided • Fix incorporated into future release • Fix or workaround incorporated into Solution Library High 8 Business Within 36 hours . Satisfactory workaround is provided Hours from actual response • Product patch is provided • Fix incorporated into future release Fix or workaround incorporated into Solution Library Medium 24 Business Within 15 . Answer to question is provided Hours Business Days • Satisfactory workaround is provided • Fix or workaround incorporated into Solution Library • Fix incorporated into future release Low 72 Business Within 30 . Answer to question is provided through FAQ, Knowledge Base, Hours Business Days or through trained customer subject matter experts (SME) • Fix or workaround incorporated into Solution Library Ecolane USA, Inc. 940 West Valley Road, Suite 1400,Wayne,PA 19087 610-312-0033 4821-6909-6038.1 DocuSign Envelope ID:CD64977C-17FD-49FO-9672-81 D6326AF370 Assignment of Service Request Status When a customer contacts Ecolane Customer Support and requests help to resolve a question or an issue, a service request is opened. The following table describes the possible status that may be assigned to a service request. I� ICriteria Open A service request has just been submitted. It may be assigned to an individual or a queue. Ecolane has not responded yet to customer. Responded Ecolane has responded to the customer regarding the receipt of the service request and is actively pursuing a resolution. On Hold Ecolane is not actively working on the resolution of the service request. Generally, this is due to information pending from the submitter of the service request. However, service requests may be put on hold for other reasons as well. More Info Ecolane is waiting for more information to be able to clearly understand, have the ability to Required reproduce or identify from the system log the issue at hand. Closed Closed status reflects that: • The customer and the Ecolane agree that a satisfactory resolution has been provided, or • The customer understands that there is not a solution to the issue at hand, and the issue is not a result of a product defect, or • Ecolane has made multiple attempts to contact the customer that opened the log and the customer has not responded. Electronic service requests (Web, e-mail) may be closed when Ecolane Professional Services has provided an electronic reply with a high degree of confidence that the reply will resolve the issue or answer the question. Networking, hardware and installed software at the site are the sole responsibility of the customer and are not covered in Support Services. Customer misuse or unauthorized use of Licensor Software or Mobile Modules also is not covered in Support Services. Ecolane USA, Inc. 940 West Valley Road, Suite 1400,Wayne,PA 19087 610-312-0033 4821-6909-6038.1 DocuSign Envelope ID:CD64977C-17FD-49FO-9672-81 D6326AF370 _ Page 1 of 2 AC R& CERTIFICATE OF LIABILITY INSURANCE D10/25/20 8Y' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER NAME: Willis Towers Watson Certificate Center Willis of New York, Inc. PHONE FAX c/o 26 Century Blvd A/C o Ex 1-877-945-7378 AIC No: 1-888-467-2376 EMAIL certificates@willis.com P.O. Box 305191 ADDRESS: Nashville, TN 372305191 USA INSURE%Sj AFFORDING COVERAGE NAICk INSURERA: ACE American Insurance Company 22667 INSURED INSURER B: Old Republic Insurance Company 24147 National Express LLC - DURHAM SCHOOL SERVICES, L.P. INSURERC: 2601 Navistar Drive Building 5 INSURER D: _ Lisle, IL 60532 USA INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER:W8655692 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. - - - - - -- --- -- E --- I - -- - - - - ----- - - - - ILTR TYPE OF INSURANCE ADDL Sl1BR POLICY EFF POLICY EXP LIMITS NS SO VD POLICY NUMBER MMIDD/YYYV MMIDD1YYY X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 5,000,000 CLAIMS MADE XI OCCUR PREM SESO - (Ea occurrence) $ 5,000,000 A MED EXP(Any one person) $ 5,000 Y RDOG71209714 11/01/2018 11/01/2019 5,000,000 PERSONAL&ADV INJURY $ GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 5,000,000 l�-I JEOT I� PRODUCTS X POLICY LOC PRODUCTS-COMP/OP AGO $ 5,000,000 OTHER $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 5,000,000 IEa accident) X ANY AUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED Y ISAH25275834 11/01/2018 11/01/2019 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED E NON OWNEDAUTOS ONLYAUTOS ONLY (Pet accident) UMBRELLA LIAB OCCUR EACHOCCURRENCE $ EXCESS LIAB CLAIMS MADE AGGREGATE $ DED Ii RETENTION$ $ WORKERS COMPENSATION X STATUTE EORH- AND EMPLOYERS'LIABILITY B ANYPROPRIEI'ONPARTNERIEXECUTIVE YIN E.L.EACH ACCIDENT $ 2,000,000 OFFICERIMEMBEREXCLUDED" NIA MWC 314263 00 11/01/2018 11/01/2019 -- --- -- - - - - -- - (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 II as,describe under 2,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE�POLICY LIMIT $ A Excess General Liability XSLG71209751 11/01/2018 11/O1/2019 General Aggregate $5,000,000 Each Occurrence $5,000,000 See Below DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) Products-Completed Operations Aggregate Limit - $5,000,000 Personal and Advertising Injury Limit - $5,000,000 Damage To Premises Rented To You Limit - $0 Medical Expense Limit - $0 Orange County Public Transportation is included as Additional Insured as respects General Liability and Automobile CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Orange County Public Transportation AUTHORIZED REPRESENTATIVE 600 Hwy 86 N P.O. Box 8181 //"J ! �y Hillsborough, NC 27278 /ra ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD SR ID: 16927441 BATCH: 928392 2 of 2 7659 DocuSign Envelope ID:CD64977C-17FD-49FO-9672-81 D6326AF370 AGENCY CUSTOMER ID: _ LOC#: AC" ADDITIONAL REMARKS SCHEDULE Page 2 Of 2 AGENCY NAMED INSURED Willis of New York, Inc. National Express LLC DURHAM SCHOOL SERVICES, L.P. POLICY NUMBER 2601 Navistar Drive Building 5 See Page 1 Lisle, IL 60532 USA CARRIER NAIC CODE See Page 1 See Page 1 EFFECTIVE DATE: See Page 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Liability where required by written contract. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SR ID: 16927441 BATCH: 928392 CERT: W8655692