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HomeMy WebLinkAbout2020-589-E Transportation-Delerrok Inc fare box media1 [Departmental Use Only] TITLE Mobile Ticketing FY 21-22 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 1st day of July, 2020, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County" or “AGENCY”) and Delerrok Inc., a California corporation (hereinafter, "Delerrok" or “Contractor”), a wholly-owned subsidiary of Cubic Transportation Systems, Inc. WITNESSETH: That the County and Contractor, for the consideration herein named, do hereby agree as follows: 1.Services a.Scope of Work. i.This Agreement is for certain equipment services to be rendered by Contractor to County with respect to the TouchPass Hosted Services. The provider will supply the County with the TouchPass Hosted Services: Fare Card Reader, Fare Cards, and Software to operate the devices. The devices will be leased by the County. ii.By executing this Agreement, the Contractor represents and agrees that Contractor is qualified to perform and fully capable of performing and providing the equipment and 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 equipment to be provided and services to be performed under this Agreement (“Basic Equipment and Services”), are described and designated in the exhibits hereof. Compensation to the Contractor for the Basic Equipment and Services under this Agreement shall be as set forth herein. 2.Responsibilities of the Contractor a.Services to be provided. The Contractor shall provide the County with all equipment and services required in the exhibits to make the TouchPass Hosted Services available to County within the time limitations set forth herein and in accordance with the highest professional standards. b.Standard of Care. i.The Contractor shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 2 this type of Contractor practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Contractor is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work related to the Basic Equipment and Services. ii.Contractor shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Contractor shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii.The Contractor 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.Contractor is an independent contractor of County. Any and all employees of the Contractor engaged by the Contractor in the performance of any work or services required of the Contractor under this Agreement, shall be considered employees or agents of the Contractor 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 Contractor. v.If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Contractor 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 Equipment and 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. vii.This Agreement does not involve project designs, the construction or creation of which is to be bid out and/or fulfilled by other contractors. 3.Basic Equipment and Services a.Basic Equipment and Services. The equipment and services to be rendered pursuant to this Agreement are as described in Exhibits A and B (“Exhibits”): 4.Duration of Services a.Term. The term of this Agreement shall begin from the Effective Date and be effective as of the Effective Date and shall continue for a period of five (5) years (“Term”) unless otherwise terminated under this Agreement. DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 3 Unless otherwise terminated as provided herein, the Parties may, by mutual, written consent provided not less than 180-days prior to the last day of the expiring term, renew this Agreement on the same terms and conditions for one (1) additional term of five (5) years.] b. Scheduling of Services. i. The Contractor shall schedule and perform its activities in a timely manner as described in Exhibit B Scope of Work. ii. Should the County determine that the Contractor is behind schedule, it may require the Contractor 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. Should the Parties mutually determine that the County is behind schedule for reasons other than as a result of a Force Majeure Event, as defined herein, the Parties agree that the Launch Date defined in Exhibit B Scope of Work shall automatically be extended for the number of days associated with the Agency-caused delay, however, Transaction Fees, also defined in Exhibit B Scope of Work, shall accrue from the original Launch Date. iv. The Commencement Date for the Contractor's Basic Equipment and Services shall be on or after the Effective Date. . 5. Compensation a. Compensation for Basic Equipment and Services. Compensation for Basic Equipment and Services shall include all compensation due the Contractor from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Equipment and Services shall not exceed Seventy-Nine Thousand, One Hundred Seventy-Six Dollars ($79,176.00). Payments for Basic Equipment and Services shall become due and payable within thirty (30) days of County’s receipt of Contractor’s properly submitted invoice. 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 Contractor 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 Equipment and Services performed by Contractor 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 DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 4 a.Cooperation and Coordination. The County has designated 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. Contractor shall obtain, at its sole expense, Commercial General 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 N/A (if no additional insurance required mark N/A as being not applicable). Contractor 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. To the extent authorized by North Carolina law the Contractor 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 Contractor’s performance of 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 Contractor 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 Contractor to indemnify the County to the fullest extent permitted under North Carolina law. 9.Amendments to the Agreement a.Changes in Basic Equipment and Services. Changes in the Basic Equipment and 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 Contractor. The Contractor 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 Contractor. b.Termination for Cause. If either party breaches or defaults on any of the provisions of this Agreement or any SOW, and such breach is not cured within thirty (30) days after the breaching party receives written notice, then in addition to all other rights and remedies of law or equity DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 5 or otherwise, the injured party shall have the right to terminate any SOW(s) impacted by such breach without any charge or liability, at any time thereafter.. c. Compensation After Termination. i. In the event of termination, the Contractor 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 Contractor. ii. Should this Agreement be terminated, the Contractor 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 Contractor 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 Equipment and Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Contractor. Upon any suspension by County, Contractor shall discontinue work on the Basic Equipment Services and shall not resume the Basic Equipment and Services until notified to proceed by County. 11. Limitation on Liability a. No consequential damages: in no event will Delerrok or its licensors, resellers, suppliers or agents be liable for (i) any costs of procurement of substitute or replacement goods of a third party, software and services of a third party, loss of profits, loss of use, loss of or corruption to data, agency data, business interruption, loss of production, loss of revenues, loss of contracts, loss of goodwill, or anticipated savings or wasted management and staff time; or (ii) for any consequential, indirect, special, punitive, or incidental damages or lost profits, whether foreseeable or unforeseeable, based on agency’s claims arising out of breach or failure of express or implied warranty, or otherwise, in contract, negligence, strict liability in tort or otherwise. b. In no event, will the aggregate liability which Delerrok or its licensors, resellers, suppliers or agents may incur in any action or proceeding exceed the total amount actually paid by agency for the specific equipment, TouchPass Hosted Services or software that directly caused the damage prior to such claim. This section will not apply only when and to the extent that applicable law specifically requires liability, despite the foregoing exclusion and limitation. 12. Additional Provisions a. Limitation and Assignment. The County and the Contractor each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. In the event that the County or the Contractor assigns or transfer its interest in this Agreement, the Party DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 6 assigning or transferring its interest shall provide written notice to the other within 30 days of concluding such assignment or transfer. 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, excluding its conflict of laws principles and excluding the Uniform Computer Information Transactions Act (UCITA) as may be enacted, amended, or modified by the various states. The parties hereby agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement or any related transaction between the parties. By executing this Agreement Contractor affirms that Contractor and any subcontractors of Contractor are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Contractor certifies that Contractor 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 Contractor certifies that Contractor 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. Contractor 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 http://www.orangecountync.gov/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 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; SOW of Precedence. This Agreement and any SOWs and SOWs placed hereunder represents the entire and integrated agreement between the County and the Contractor and supersedes all prior negotiations, representations or agreements, either written or oral. Modifications may be evidenced by facsimile signatures. Any amendment or modification to this Agreement or any duly executed SOW placed hereunder shall not be valid, enforceable, or binding on the parties unless such amendment or modification (i) is a written instrument duly executed by the authorized representatives of both parties and (ii) references this Agreement and any SOW, if applicable, and identifies the specific sections contained therein which are amended or modified. No amendment or modification shall adversely affect vested rights or causes of action that have accrued prior to the effective date of such amendment or modification. The terms and conditions of the Exhibits and any SOW hereunder are integral DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 7 parts of this Agreement and are fully incorporated herein by this reference. In the event of a conflict between this Agreement and SOWs, the SOW shall control. Any exceptions expressly agreed upon in writing by AGENCY and Delerrok under a particular Statement of Work will apply only for purposes of that Statement of Work, and will not be deemed to in any way amend, modify, cancel, or waive the provisions of this Agreement or any other Statement of Work. Notwithstanding the foregoing, no Statement of Work or any provision thereof will be effective to: (A) decrease any limitation of liability, reduce the scope of recoverable damages, or restrict or eliminate exceptions to the limitation of liability; (B) expand, eliminate or restrict the scope of any indemnity obligations set forth in this Agreement or any Exhibit hereto; or (C) waive, settle or resolve any claims or disputes between the Parties. f.Severability. If any provision of this Agreement is held as a matter of law to be unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be valid and binding upon the Parties. g.(Purposely left blank) h.Non-Appropriation. Contractor 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. i.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 Contractor 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. j.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 Contractor of such limitation or change in County’s legal authority. k.Signatures. 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 11A and Article 40 of North Carolina General Statute Chapter 66. l.Notices. Except as otherwise provided herein, any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following. The parties may change their notice contact information at any time by giving thirty (30) days prior written notice to the other. DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 Revised 11/19 7 Article 11A 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: Delerrok Inc. P.O. Box 8181 221 Main Street, Suite 200 Hillsborough, NC 27278 Vista, CA 92084 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 Revised 11/19 8 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: B y: _________________________________ County Manager By: __________________________________ Cindy Adamos, Contracts/Subcontracts Director Printed Name and Title DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 Revised 11/19 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Delerrok Inc Party/Vendor Contact Person: Gary Yamamura Contact Phone: 760.443.3967 Party/Vendor Address: 221 Main Street, Suite 200 City Vista State: CA Zip: 92084 Department: Transportation Services Amount: $79,176 Purpose: Fare Box Meida Budget Code(s): 10435020-630000 Vendor # N/A (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date July 1, 2020 Approved by Board Yes No Agenda Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to Sherri Ingersoll upon completion: singersoll@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 7/28/2020 8/6/2020 8/7/2020 8/7/2020 8/7/2020 Delerrok Confidential Page 1 of 21 EXHIBIT A GENERAL TERMS AND CONDITIONS 1. DEFINITIONS In addition to the definitions in exhibits to this Agreement, the following definitions apply: 1.1 “Documentation” means the operating manuals; user manuals; guides; service descriptions; service specifications; training materials; technical manuals; and support materials; relating to the Products and provided by or on behalf of Delerrok to AGENCY. 1.2 “Equipment” means any tangible items such as Readers, computer equipment, hardware, accessories, parts, replacement parts and upgrades, including any embedded Software, and their published Documentation, provided by Delerrok hereunder, regardless of manufacturer. 1.3 “Permitted Units” means the sum of the Equipment in use under this Agreement as provided in Exhibit B. 1.4 “Price” means the prices listed in attached hereto as Exhibit B. 1.5 “Services” means support services as provided in Exhibit B. 1.6 “Specifications” means the technical and functional features of the Equipment as specified in the product specifications. 1.7 “Statement of Work” or “SOW” means a document signed by the parties in Exhibit B hereunder which details the TouchPass Hosted Services and Equipment to be provided. 1.8 “TouchPass Hosted Services” means the services to be accessed by AGENCY utilizing Delerrok software hosted at one or more Delerrok contracted cloud services facilities, including services as provided in Exhibit B. 1.9 “TouchPass System” means all the Delerrok hardware, whether owned by Delerrok or by a third party, and Delerrok software, whether hosted on Delerrok’s hardware or at one or more Delerrok contracted cloud services facilities, used to provide the TouchPass Hosted Services 2. EQUIPMENT, SOFTWARE and TOUCHPASS HOSTED SERVICES LICENSE 2.1 TouchPass Hosted Services License. Subject to payment by AGENCY as provided herein, Delerrok grants to AGENCY a non-exclusive, royalty-free, global right and license to access and use the TouchPass Hosted Services for the Term or, if longer, the term specified in any applicable SOW Form or SOW. 2.2 Equipment. AGENCY shall make payment for the equipment as provided herein upon delivery and acceptance of said equipment. 2.3 Restrictions. Except as specified otherwise, AGENCY will not: (i) copy the TouchPass Hosted Services, any component or software thereof, or any Documentation; (ii) remove Delerrok’s proprietary rights notices; (iii) alter, decompile, reverse engineer, disassemble, or create derivative works from the TouchPass Hosted Services or Documentation; (iv) export the TouchPass Hosted Services or Documentation to any country where such export is prohibited by U.S. laws or (v) use the TouchPass Hosted Services or Documentation as part of a hosted, leased or subscription service for the benefit of any third party. AGENCY will not copy, translate, modify, decompile, disassemble, reverse engineer or adapt DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 Delerrok Confidential Page 2 of 21 the TouchPass Hosted Services or Documentation except as specifically authorized under applicable law or by Delerrok in writing. All rights not specifically granted hereunder are reserved to Delerrok. Notwithstanding the foregoing, nothing herein is intended to restrict AGENCY from using the Equipment following termination of this Agreement. 2.4 Acquired Units. AGENCY’s use of the Equipment, under this Agreement is limited to the number of Permitted Units. AGENCY may increase the Permitted Units at any time by giving written notice to Delerrok of the required additional Equipment, providing an SOW, and paying for such additional Units. AGENCY shall pay Delerrok for the additional TouchPass Hosted Services or Documentation in accordance with Exhibit B. 2.5 Order of Precedence. The parties acknowledge that Exhibits A General Terms and Conditions, B Scope of Work, C Federal Clauses, D Specifications, E Reader Loan and F Proposal are attached as a part of the agreement between the parties. To the extent that a conflict is found to exist between any Exhibits and the source document, entitled “Service Agreement Farebox Media”, the source document shall control. 3. DOCUMENTATION Delerrok will furnish to AGENCY that number of copies of Documentation as may be reasonably requested by AGENCY, including all subsequent revisions thereto. AGENCY will have the right to copy the Documentation, at no additional charge, for the internal use of its employees or authorized contractors, provided all proprietary markings that had been affixed by Delerrok are retained on all copies. 4. DELIVERY 4.1 Delivery and Title. Delerrok will deliver the Equipment in good working order to AGENCY as specified on the applicable SOW, F.O.B. AGENCY’s facilities, on the date listed. In the event Delerrok does not meet the delivery date listed in the SOW, Delerrok shall immediately advise AGENCY of the problem and new delivery date. Title and acceptance to any tangible goods shall pass from Delerrok to AGENCY upon Delerrok’s delivery thereof. 4.2 Assistance. Delerrok shall provide reasonable assistance at the rates provided in the SOW, in implementing the Equipment as provided in Exhibit B. 5. INDEPENDENT CONTRACTOR The parties are independent contractors and nothing in this Agreement or otherwise shall be deemed or construed to create any other relationship, including one of employment, joint venture or agency. Delerrok shall be solely responsible for any taxes of any type, including central, state or local tax, employment, withholding or reporting tax, social security taxes, workers’ compensation taxes or costs, unemployment compensation taxes or costs, or any other taxes or charges, provident fund, gratuity, bonus, workmen’s compensation, employee state insurance, other employment law deductions, or private insurance, related to Delerrok’s or Delerrok’s personnel’s receipt of compensation and performance of Services under this Agreement. 6. WARRANTY Delerrok’s warranty is provided in Exhibit B to this Agreement. As the sole and exclusive liability of Delerrok, any other failure to comply will return or replace any Equipment that is non-conforming, be subject to the terms of Exhibit B. THE WARRANTIES IN THIS SECTION 6 ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS, IMPLIED OR STATUTORY, TO AGENCY, ITS CUSTOMERS OR ANY OTHER PARTY, FOR EQUIPMENT, TOUCHPASS HOSTED SERVICES, SOFTWARE DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 Delerrok Confidential Page 3 of 21 AND THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR OTHER WARRANTIES FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, OR AGAINST LATENT DEFECTS. DELERROK SPECIFICALLY DENIES ANY IMPLIED OR EXPRESS REPRESENTATION THAT THE EQUIPMENT, SOFTWARE, TOUCHPASS HOSTED SERVICES AND THE SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE. 7. AGENCY RESPONSIBILITIES 7.1 Perform installation on buses of Readers and related equipment, including preparing mounting surfaces and installing any needed hardware (e.g., metal plates on the dash), providing power and Ethernet cabling and connecting the Ethernet cable to the modem. 7.2 Train AGENCY staff, including bus operators, in use of the TouchPass Hosted Services. 7.3 Procure Cards. AGENCY will be responsible for purchase of TouchPass Cards from Delerrok (uniformly printed with Delerrok “TouchPass” graphics) or from third-party vendors as described in Exhibit “A”. 7.4 Perform Card distribution. 7.5 Perform fare product sales through physical sales locations (e.g. AGENCY intermodal terminal). 7.6 Provide general customer service for the TouchPass Hosted Services including pass redemption, refunds, and instruction on use and troubleshooting common problems. Notwithstanding the foregoing, issues related to the TouchPass Hosted Services Requirements that cannot be reasonably resolved by AGENCY shall remain the responsibility of Delerrok. 7.7 Provide basic maintenance such as daily cleaning of Readers and protection of Readers from damage and temperatures above or below Reader tolerances specifications. 7.8 Permit Delerrok and its agents reasonable access to AGENCY buses and to the premises in which AGENCY conducts its business and furnish to Delerrok other information as Delerrok may reasonably request for execution of the Agreement. 7.9 Return malfunctioning readers to Delerrok for repair/replacement in accordance with the Reader Warranty per Exhibit B. 7.10 Encourage and promote use of the TouchPass Hosted Services through rider alerts, social media and demonstration events. AGENCY will consider ways to incentivize the transition from cash to TouchPass Hosted Services use. 7.11 Establish and implement a phased rollout schedule for introduction of Fare Products and Fare Media, to be supplied by AGENCY. 7.12 Make a good faith effort to transition its paper and/or magnetic stripe pass products to TouchPass Hosted Products using the TouchPass Hosted Service within one year from commencement of the Agreement for office and online sales. 7.13 Operate and maintain an AVL system capable of providing driver login and bus route and location information to the TouchPass Hosted Services. DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 Delerrok Confidential Page 4 of 21 7.14 Establish and provide Delerrok access to a payment gateway to accept payment, via the TouchPass Hosted Services, of all credit and debit card (“Bankcard”) payments. AGENCY shall act as “Merchant of Record” and take full responsibility for Bankcard payment transactions, flow and transmission of funds and related records, security compliance and receiving accounts. 7.15 Provide access to onboard modems compatible with the TouchPass System, complete configuration of modems in accordance with instructions to be provided by Delerrok including enabling remote access to each modem by Delerrok, if supported by the modem, and ensuring that the modem firmware is updated when new versions are made available by the manufacturer. 8. (Purposely left blank) 9. FEES, TAXES AND TERMS OF PAYMENT 9.1 Payment: The prices to be paid by AGENCY for the TouchPass Hosted Services and Equipment are listed on the SOW. Payment is due and payable as provided in the SOW. 9.2 Services Fees. Services will be provided for the fees provided in the SOW. 9.3 Taxes. Delerrok may add to the invoice an amount equal to any applicable sales, use, and similar taxes related to the Product (excluding any taxes based on Delerrok’s income, net worth or property taxes). If AGENCY is exempt from State or Federal Taxes, AGENCY shall so inform Delerrok. 10. CONFIDENTIAL INFORMATION/OWNERSHIP 10.1 Confidentiality Obligations. From time to time, either party (the “Disclosing Party”) may disclose or make available to the other party (the “Receiving Party”), whether orally or in physical form, confidential or proprietary information concerning the disclosing party and/or its business, and for Delerrok, includes the TouchPass Hosted Services, Equipment, or services in connection with this Agreement (together, “Confidential Information”). Each party agrees that during the term of this Agreement and thereafter: (a) it will use Confidential Information belonging to the Disclosing Party solely for the purpose(s) of this Agreement; and (b) it will not disclose Confidential Information belonging to the Disclosing Party to any third party (other than the Receiving Party’s employees and/or professional advisors on a need-to-know basis who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein) without first obtaining the Disclosing Party’s written consent. Upon request by the Disclosing Party, the Receiving Party will return all copies of any Confidential Information to the Disclosing Party. The Receiving Party will be responsible for any breach of this Section by its employees, representatives, and agents. 10.2 Exclusions. The term “Confidential Information” will not include any information that the Receiving Party can establish by written evidence: (a) was independently developed by the Receiving Party without use of or reference to any Confidential Information belonging to the Disclosing Party; (b) was acquired by the Receiving Party from a third party having the legal right to furnish same to the Receiving Party without disclosure restrictions; or (c) was at the time in question (whether at disclosure or thereafter) generally known by or available to the public (through no fault of the Receiving Party). 10.3 Required Disclosures. These confidentiality obligations will not restrict any disclosure required by SOW, or a court or any government agency, provided that in the case of an SOW, the Receiving Party gives prompt notice to the Disclosing Party of any such SOW and reasonably cooperates with the Disclosing Party at the Disclosing Party’s request and expense to resist such SOW or to obtain a protective SOW. 10.4 Ownership. Delerrok agrees that AGENCY, to the extent permitted by applicable law and determined by AGENCY not to be open data for general non-restricted use, retains all exclusive right, DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 Delerrok Confidential Page 5 of 21 title, interest and ownership in and to the transit data (including static and real time data and material arranged in a systematic or methodical way) collected or accessible by electronic or other means by or through the TouchPass System (“Transit Data”), no matter by whom such is created by as well as any patent, trademark or copyrights associated therewith. AGENCY agrees that Delerrok retains all exclusive right, title, interest and ownership in and to the TouchPass Hosted Services and the Services, components thereof, Documentation and all derivative works, modifications, and extensions thereto (including relating to Transit Data), no matter by whom such is created by as well as any patent, trademark or copyrights associated therewith (“Delerrok IP”). In the event any Delerrok IP, does not fall within the specifically enumerated works that constitute works made for hire under the applicable copyright or patent laws, AGENCY hereby, on its own behalf and on behalf of any entity that it is contracting with, irrevocably, expressly and automatically assigns all right, title and interest worldwide in and to such works to Delerrok, including, without limitation, all copyright, patent rights, trade secrets, trademarks, moral rights and all other applicable proprietary and intellectual property rights. Subject to the terms and conditions of Section 10.4, and except for personally identifiable information of transit users (“Transit User PII”), AGENCY grants to Delerrok a worldwide, perpetual, royalty-free, non-exclusive, non-terminable license to Use the Transit Data for purposes of benchmarking, improving the TouchPass Services, as well as for appropriate purposes, and in an aggregated and anonymized fashion. These rights explicitly include commercial use. With respect to Transit User PII, Delerrok is hereby permitted to use such data in an authorized fashion as obtained from the transit users. “Use” means doing any act that is restricted by copyright or Database Rights whether in the original medium or any other; and includes without limitation distributing, copying, publicly performing, modifying, publicly displaying, and preparing derivative works of the Transit Data. 10.5 Injunctive Relief. The parties acknowledge and agree that the disclosure of Confidential Information may result in irreparable harm for which there is no adequate remedy at law. The parties therefore agree that the Disclosing Party may be entitled to an injunction in the event the receiving party violates or threatens to violate the provisions of this Section 10, and that no bond will be required. This remedy will be in addition to any other remedy available at law or equity. 11. Purposely left blank 12. Purposely left blank 13 FORCE MAJEURE 13.1 As used in this Agreement, a “Force Majeure Event” means an act of God, riot, civil disorder, or any other similar event beyond the reasonable control of a party, provided that the event is not caused, directly or indirectly, by such party. Notwithstanding the foregoing, no event will be considered a Force Majeure Event if and to the extent that the nonperforming party could have (1) prevented the event (or any resulting defaults or delays in performance) by taking reasonable precautions, or (2) circumvented the event (or any resulting defaults or delays in performance) through the use of alternate sources, workaround plans or other means (in the case of Delerrok, including by meeting its obligations with respect to developing, maintaining and implementing an organizational resilience program as described in this Article or an applicable Statement of Work). 13.2 Subject to Section 13(a), and except for the obligation to pay Delerrok hereunder, payment in the case of a Force Majeure Event the nonperforming party will be excused from further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such party continues to use commercially reasonable efforts to recommence performance to whatever extent possible without delay. Any party so delayed in its performance will promptly notify the party to whom performance is due by telephone and in writing and will describe at a reasonable level of detail the circumstances causing such default or delay. DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 Delerrok Confidential Page 6 of 21 14. FEDERAL CLAUSES The parties shall comply with the requirements of Exhibit C. 15. MISCELLANEOUS 15.1 Compliance With Laws: AGENCY and Contractor shall each carry out the transactions contemplated hereby and shall otherwise deal with the TouchPass Hosted Services, Equipment and Services in conformity with all applicable laws, rules, and regulations of all governmental authorities, including, without limitation, the Export Administration Act, and AGENCY shall obtain all permits and licenses required in connection with the license, installation, or use of the TouchPass Hosted Services, Equipment and Services. 15.2 Export Control. The TouchPass Hosted Services, Equipment and Services may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. AGENCY acknowledges and agrees that the none of the underlying information, TouchPass Hosted Services, Equipment and Services or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial SOWs. The lists of Embargoed Countries and Designated Nationals are subject to change without notice. AGENCY agrees to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Software or Services may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. AGENCY shall only use the Equipment, Software and the Services in a manner that complies with all applicable laws. 15.3 (Purposely left blank) 15.4 Non-Waiver. No waiver or failure to exercise any option, right, or privilege under the terms of this Agreement on any occasion or occasions shall be construed to be a waiver of the same or any other option, right or privilege on any other occasion. 15.5 Section Headings. The section headings used in this Agreement are for convenience only and do not affect the meaning or interpretation of this Agreement. 15.6 Notices and Demands. Except as otherwise provided herein, any notices or demands required by law or under the terms of this Agreement shall be in writing and addressed as set forth below. AGENCY or Delerrok shall deliver such notices or demands by hand or by certified or registered mail, and addressed as set forth below. All notices are effectively given on the date of delivery, whether that be by hand or by certified or registered mail, return receipt requested. The parties may change their notice contact information at any time by giving thirty (30) days prior written notice to the other. Notices to AGENCY: Orange County Public Transportation Notices to Delerrok: Delerrok Inc. Attn: __________________ _______________________ _______________________ Attn: ___________________________ _______________________________ __________________, CA _________ 15.7 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 Delerrok Confidential Page 7 of 21 15.8 Negotiated Terms. The provisions of this Agreement are the result of negotiations between the parties and this Agreement will not be construed in favor of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of this Agreement or based on a party’s undertaking of an obligation under this Agreement. 15.9 (Purposely left blank) 15.10 E-Verify Certification: At all times during performance of this Agreement, all parties shall fully comply with Article 2 of Chapter 64 of the North Carolina General Statutes, and shall ensure compliance by any subcontractors utilized. All parties shall execute an affidavit verifying such compliance upon request by AGENCY. 15.11 Iran Divestment Act Certification: All parties executing this Agreement hereby affirm they are not listed on the Final Divestment List created by the North Carolina State Treasurer pursuant to NCGS § 143-6A-4, nor shall they utilize any subcontractor in the performance of the Agreement that is identified upon said list. Signature Page Follows DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 Delerrok Confidential Page 8 of 21 IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives in one or more counterparts, each of which shall be deemed an original, effective as of the Effective Date. Orange County Public Transportation Delerrok Inc. By: By: (Authorized Signature) (Authorized Signature) Name: Name: (Print or Type) (Print or Type) Title: Title: Date: Date: DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 Delerrok Confidential Page 9 of 21 EXHIBIT B Scope of Work Equipment and Services 1. TouchPass Hosted Services. The TouchPass Hosted Services is a cloud-based electronic fare collection service provided in accordance with the TouchPass Hosted Services Requirements outlined in Section 3 below (“TouchPass Hosted Services”). Delerrok shall make the TouchPass Hosted Services available to AGENCY within one hundred thirty-five (135) days from the Effective Date of the Agreement (the “Launch Date”). 2. Equipment and Services. Upon receipt of purchase orders from AGENCY, Delerrok shall provide the following Equipment, AVL Integration and Services as part of the TouchPass Hosted Services: a. Equipment Supply. Pursuant to the terms of this Agreement, Delerrok shall provide AGENCY with the following Equipment within one hundred twenty (120) days from the effective date of the Agreement. i. Reader and Card Supply A. Nineteen (19) onboard electronic validators (“Readers”) compliant with the attached TouchPass Reader Specification and capable of performing in accordance with the Requirements of this Exhibit B. B. One thousand (1,000) contactless smart cards pre-printed with TouchPass card graphics and AGENCY logo and compatible with the TouchPass System and with the attached TouchPass Card and Graphics Specifications (“TouchPass Cards”). ii. Installation Kits A. Sixteen (16) Installation Kits, each consisting of mounting equipment (RAM Mount components, including base X 2 plus extension arm) for mounting Readers to bus dash (depending on bus configuration, Readers may be mounted to poles also) and Cables (power cable, Ethernet cable, crimping pins and power cable adapter). iii. Exclusions from Equipment Supply. In addition to the items listed as AGENCY’s responsibilities in the Agreement: A. Delerrok shall not perform Reader on-site preparation, configuration or installation. AGENCY shall perform any such services necessary for Reader installation and operation. b. Additional Services. In addition to the services listed in section 2.c. (“Standard Services”), Delerrok shall perform the following one-time services prior to the Launch Date. i. Software Design, Support and Configuration Services. Delerrok shall design, develop and deploy the TouchPass software needed to provide, support and maintain the TouchPass Hosted Services during the Term of the Agreement per the Standard Services listed in Section 2.c. below. ii. Launch Services. Delerrok shall provide certain configuration services, including initial system setup and configuration and associated on-site meetings. Delerrok shall work with AGENCY to confirm and implement initial system configuration settings. iii. Training. Delerrok shall perform on-site, train-the-trainer training of AGENCY Staff (up to 10 people). iv. AVL Integration (Optional). The TouchPass System will utilize certain AGENCY-provided information, including static General Transit Feed Specification (“GTFS”) data and AVL route and stop information (“AVL Data”) DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 Delerrok Confidential Page 10 of 21 to calculate fares and append route and stop information to TouchPass fare transaction records and reports. AGENCY shall be responsible for providing AVL Data to the TouchPass System on an ongoing basis. To facilitate TouchPass System receipt of AVL Data, the AGENCY shall provide Delerrok with access to AVL system compatible with the TouchPass System, and Delerrok shall perform a one-time integration of the TouchPass System with that AVL system. AGENCY shall be responsible for providing AVL Data to the TouchPass System on an ongoing basis. The AVL Integration fee is per integration but will not be applicable if the Agency-provided information is available via a real-time file feed that is compliant with the General Transit Feed Specification – Real Time (GTFS-FT) or an AVL system for which integration has previously been completed by Delerrok and that integration can be confirmed to be applicable to Agency’s AVL system. v. Modem Integration (Optional). AGENCY shall provide access to cellular modems and antennas that meet or exceed Delerrok’s requirements. In the event AGENCY selects a modem that has not yet been integrated to the TouchPass System, Delerrok shall work with the AGENCY to perform one-time integration of AGENCY modems to facilitate use for communications between Readers and the TouchPass System. Delerrok shall provide to AGENCY a list of the currently integrated modem makes and models upon request. The Modem Integration fee is per integration with each unique modem type but will not be applicable if integration of the agency-selected modem type has previously been completed by Delerrok and can be confirmed to be applicable to Agency’s modem type. c. Standard Services i. TouchPass Support Services. Delerrok shall provide the following maintenance and support services beginning from the Launch Date: A. Maintain the TouchPass System so that it operates in conformity, in all material respects, with the descriptions and specifications for the TouchPass Hosted Services set out in the Agreement, or as may be modified from time to time by Delerrok as a result of updates and upgrades; B. In the event that AGENCY detects any errors or defects in the TouchPass Hosted Services, Delerrok will use its commercially reasonable efforts to provide support services through a telephone software support line from Monday to Friday, 8 am to 8 pm Pacific Time (excluding North American holidays). C. Use commercially reasonable efforts to downgrade any major issues in the TouchPass Hosted Services to a minor issue within 24 hours. Major issues are defined as issues that prevent passengers from using the TouchPass Hosted Services or prevent AGENCY from collecting revenue, that are not a Support Exclusion. D. Use commercially reasonable efforts to resolve any minor issues in the TouchPass Hosted Services within 30 days. Minor issues are defined as issues that do not affect passengers or revenue collection but could affect AGENCY’s use of the TouchPass Hosted Services (e.g. data collection) that are not a Support Exclusion. E. Provide AGENCY with upgrades of the TouchPass Hosted Services as such become commercially available at no additional license fee charge during the term of the Agreement. DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 Delerrok Confidential Page 11 of 21 F. “Support Exclusions” are those items that Delerrok is not responsible for providing support hereunder for failures to the extent caused by: (a) AGENCY or third party supplied infrastructure or internet, TouchPass Card communications or network failures; (b) modifications to the Equipment or the TouchPass Hosted Services not authorized in writing by Delerrok; (c) use of the Equipment or the TouchPass Hosted Services in combination with other products not intended to be so combined, or otherwise not specifically authorized in writing by Delerrok; (d) use in violation of the Agreement or its Exhibits; (e) Force Majeure events; or (h) use of the Equipment or the TouchPass Hosted Services in a manner inconsistent with the Documentation. ii. Equipment Support. Delerrok shall provide the following Equipment maintenance and support services: A. Reader Warranty. Delerrok will implement a Reader Return Authorization (“RRA”) process enabling AGENCY to receive authorization to ship failed or defective Readers to Delerrok for inspection. B. For loaned Readers, the Reader Warranty Period shall be for the duration of the loan (“Reader Warranty Period”). During the Reader Warranty Period, Delerrok will repair and/or replace failed or defective Readers per the above-mentioned RRA Process. The following additional provisions shall apply to the Reader Warranty: a. Warranty is not applicable to Readers exhibiting damage outside of normal wear and tear, alteration, misuse or abuse b. Delerrok responsibilities: i. Provide RRA support via phone ii. Provide return authorization to AGENCY under the RRA process iii. Ship repaired or replacement Readers to AGENCY at Delerrok expense c. AGENCY responsibilities: i. Install, operate and maintain the Readers in accordance with Delerrok provided instructions ii. Complete troubleshooting procedures iii. Complete RRA process iv. Properly package returned Readers v. Ship Readers to Delerrok, with completed RRA Form, at AGENCY’s expense vi. Install repaired/replacement Readers vii. Assign of Readers to vehicles using the AMS d. Any replaced or repaired reader shall be subject to the original Reader Warranty, including the original Reader Warranty Period, of the Reader replaced or repaired. C. Out-of-Warranty Reader Replacement. Where failed Readers exhibit damage outside of normal wear and tear, making them ineligible for warranty repair or replacement, AGENCY may elect to purchase a replacement for the price described below (“Out-of-Warranty Reader Replacement Fee”). D. Phone Support. Beginning on the Launch Date, Delerrok shall provide technical support via phone to authorized AGENCY callers to assist with troubleshooting of installation, configuration, and operational problems of covered Equipment Monday to Friday, from 9:00am to 6:00pm Pacific Time (excluding North American holidays). DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 Delerrok Confidential Page 12 of 21 iii. Transactional Reporting. The TouchPass Hosted Services shall provide AGENCY with comprehensive transactional data in an open, granular format. Data provision shall occur in a web-based reporting application that provides viewing of real-time transactional data or by other methods, such as daily batch exports. Transactional records shall include the following fields: A. Date/Timestamp B. LAT/LON Coordinates C. Route Number and Name D. Transaction Type iv. Financial Reporting. A. Revenue. All funds paid by passengers for Fare Products shall be paid directly to AGENCY’s bank account. AGENCY shall be entitled to retain “breakage”, defined as payments for Fare Products purchased but not used. B. Financial Reporting. Delerrok must provide AGENCY a sales summary report that will: a. Show the amount and type of Fare Products purchased and the total value of those Fare Products; b. Distinguish between purchases via those made via the Merchant Portal and those made via the Passenger Portal. 3. TouchPass Hosted Services Requirements. a. General Requirements. The TouchPass Hosted Services shall: i. Enable purchase by passengers of the AGENCY provided fare products listed in Section 3.a.v. of this Exhibit B (“Fare Products”) via internet-connected devices and use of electronic fare media (“Fare Media”) provided by AGENCY or others, to validate those Fare Products on AGENCY buses. ii. Support secure web portals that allow passengers to purchase Fare Products via an online website using bankcards (“Passenger Portal”) and allow AGENCY and its authorized agents to sell Fare Products to passengers at physical locations (“Merchant Portal”). These portals shall be hosted by Delerrok. iii. By the Launch Date, support a mobile application, to be made available for passenger download by Delerrok, that will enable passengers to use compatible mobile devices to purchase and use Fare Products (“Mobile App”). At a minimum, the Mobile App will remain supported on the three most recent versions of the iOS and Android mobile operating systems in use at any point during the term of the Agreement. iv. Process electronic fare media, including contactless smart cards that are provided to customers by AGENCY, which smart cards shall comply with the TouchPass Card and Graphics Specifications and encoded using the TouchPass Hosted Services (“TouchPass Cards”), the Mobile App and TouchPass Hosted System generated QR codes printed on paper tickets (collectively “TouchPass Fare Media”), presented onboard AGENCY buses using TouchPass Readers or the TouchPass Mobile Reader Application on a compatible mobile device and the TouchPass Hosted Services. v. Support configuration and management of a variety of fare products including, but not limited to: A. Time-, calendar- and trip-based passes B. Closed-loop stored value C. Transfer fares D. Discounts for special fare programs vi. Support a ‘closed-loop’ system whereby all fare revenues derived from the sale of Fare Products are directly deposited into an AGENCY account at the time of purchase, either by AGENCY or its authorized agents directly in the case of sale DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 Delerrok Confidential Page 13 of 21 via the Merchant Portal or, if such sale is made using bankcards via the Passenger Portal or Mobile Application, by processing of the sale transaction via TouchPass Hosted System interaction with AGENCY’s designated bankcard payment acquirer (“Payment Gateway”) with AGENCY serving as Merchant of Record and subject to any credit card posting delays and charges resulting from the Payment Gateway. AGENCY shall retain all such revenues and shall pay transaction fees to Delerrok subject to the provisions of Section 4 of this Agreement. vii. Support Delerrok, AGENCY and passenger online management of passenger accounts via the TouchPass Hosted Services. b. Minimum Security Requirements. The TouchPass System shall employ industry standard security measures addressing fare evasion, fraud, revenue theft and data theft. Including the following security features: i. Fare media authentication A. The TouchPass System includes Positive List, an optional feature which enables the AGENCY to upload lists of cards issued by third party organizations that can then be used by passengers as fare media to board AGENCY vehicles by presenting the cards to the TouchPass Readers. The uploaded lists typically include only a unique identifier (UID) number which is stored in an unencrypted form in card memory and can be accessed by any device that sends the required commands to the card. This provides a convenient mechanism to enable acceptance of third party-issued cards but does not provide any means to authenticate those cards using standard encryption techniques. Without the use of authentication, the fraudulent creation and use of counterfeit cards is possible and could not be detected by the TouchPass System. In the event AGENCY elects to use the Positive List feature, AGENCY accepts this reduced security and will hold Delerrok harmless for acceptance of counterfeit cards and loss of revenue that may result from such acceptance. ii. Message protections iii. Sensitive data storage iv. Encryption key management and storage v. System monitoring and testing vi. Procedures for handling breaches c. Compliance with Standards. The TouchPass System shall be compliant with the following standards, which govern certain aspects of electronic fare payments. Any non- compliance with the following standards shall be stated in written form to AGENCY prior to Agreement execution: i. ISO/IEC 14443 – Contactless integrated circuit cards ii. ISO/IEC 7816-1 – Physical characteristics of cards iii. ISO/IEC 18092 – NFC, Interface and Protocol 4. Compensation. AGENCY shall pay the following to Delerrok as compensation for the Equipment and Services: a. Equipment. AGENCY shall pay Delerrok for equipment upon delivery and acceptance, at the unit prices listed below: Item Quantity Unit Price Total Price Reader Loan 19 $50.00/month/unit $11,400.00/yr TouchPass Card 1,000 $2.00 $2,000.00 Reader Installation Kit 16 $148.50 $2,376.00 DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 Delerrok Confidential Page 14 of 21 b. Additional Services. AGENCY shall pay Delerrok a lump sum for each of the following services: Service Quantity Unit Price Total Price Launch Services 1 $21,000.00 $21,000.00 Training 1 $0.00 $0.00 AVL Integration (Optional) 1 $21,000.00 $21,000.00 Modem Integration (Optional) 1 $7,000.00 $7,000.00 c. Transaction Fees. Upon commencement of revenue operation from the Launch Date, AGENCY shall pay Contractor $1,200 per month (“Transaction Fees”) for the remainder of the Term. AGENCY shall pay Contractor monthly for the Transaction Fees. d. Payment Terms. i. Equipment. With the exception of Reader Loan Fees, the lump sum payments for Equipment shall be due upon delivery and acceptance, as provided in Section 2.2 of the Agreement. ii. Reader Loan Fees. Beginning from the Launch Date and for each calendar month thereafter for the Term of the Agreement the Reader Loan Fees shall be due. In the event of termination or expiration of the Agreement prior to the end of the Term, the full amount for the Reader Loan Fees that is unpaid for the remainder of a four (4) year period from the Launch Date will become due and payable. iii. Additional Services. The lump sum payment for Additional Services shall be due immediately upon execution of the Agreement. If AGENCY elects to exercise the option for Delerrok provision of Reader Data Plans, the total monthly price shall be payable monthly in arrears per the payment terms for Transaction Fees below. iv. Transaction Fees. Beginning from the Launch Date, Delerrok shall submit to AGENCY an invoice with supporting documentation detailing Transaction Fees due for Delerrok Services for each calendar month within ten (10) business days after the end of the corresponding calendar month. AGENCY shall pay Delerrok in full for the amount invoiced either by check, payable to Delerrok Inc., or by wire transfer to Delerrok’s bank account. Payment terms are 30 Days Net. v. AGENCY shall pay in full for any additional equipment procured from Delerrok during the Term of the Agreement. Such payment shall become due immediately upon delivery of the additional equipment from Delerrok to AGENCY. 5. Additional Equipment Prices. a. Additional Readers. AGENCY may procure additional Readers from Delerrok for $2,000.00 each. Readers must be procured in minimum quantities of five (5) units per order, and lead time shall be ninety (90) days from placement of order to shipping by Delerrok. Delerrok may at its discretion offer newer-model and/or upgraded Readers that may differ from original Readers supplied under the Agreement, so long as such Readers are compatible with past Readers and the TouchPass Hosted System. b. Out-of-Warranty Reader Replacement Fee. The price for Out-of-Warranty Reader Replacement per Section 2.c.ii.C. above shall be $1,700.00 per Reader. c. Additional TouchPass Cards. AGENCY may procure additional TouchPass Cards either from Delerrok for $2.00 each or from a third-party supplier. All orders shall be subject to a lead time of 60 days from the time of purchase order. In the event AGENCY purchases cards directly from other suppliers, cards must be shipped to Delerrok for DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 Delerrok Confidential Page 15 of 21 encoding. In such case, Delerrok will not charge AGENCY for card encoding but AGENCY must bear all card shipping costs. d. Paper Tokens. AGENCY may procure paper, QR code tickets, each pre-printed with AGENCY's logo and a unique QR code compatible with the TouchPass System ("Paper Tokens") from Delerrok for $0.02 each, subject to a minimum order of 5,000 units and a lead time of 30 days from time of purchase order. DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 Delerrok Confidential Page 16 of 21 EXHIBIT C FEDERAL CLAUSES (Purposely left blank) DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 Delerrok Confidential Page 17 of 21 EXHIBIT D SPECIFICATIONS DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 Delerrok Confidential Page 18 of 21 TouchPass Card Specifications Requirements 1. Clean and free of burrs and sharp edges 2. Compliant with ISO/IEC 14443 parts 1-3 and ISO/IEC 18092 3. Dimensions compliant with ISO/IEC 7810 and ISO/IEC 7813 4. Encoded by Delerrok for use in the TouchPass System 5. Chip type: MIFARE® DESFire EV2 2K or other, compatible chip type approved by Delerrok 6. Chip permanent unique identifier (UID), confirmed by Delerrok as unique within the TouchPass system 7. Card numbers: Unique card number (16 digits or longer), provided by Delerrok (e.g., in Excel file), printed on card in dimensions and format shown below 8. Bar code: Card number; printed within the dimensions shown below using the Code 128 bar code format 9. Cross-reference Table: Linking UID and printed card number 10. Front of Card a. 4-color graphics extending to all four edges b. TouchPass logo: within area shown below c. Agency-approved logo (Agency Logo) and design graphic (Agency Design Graphic): may be printed within the areas shown below; final printer-ready graphic file(s) prepared and approved by Delerrok 11. Back of Card: Black, static text as shown below with card number and corresponding bar code Note: All measurements in millimeters. Text shown on back of card not to scale. DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 Delerrok Confidential Page 19 of 21 TouchPass Reader Specifications Display § Full color, 5” IPS LCD § Scratch and shatter resistant § 800 × 480 resolution Processor and RAM § Quad core, 64-bit ARM V8, 1.2 GHz processor § 1 GB RAM Storage § 16 GB Media Interfaces § Contactless reader o ISO/IEC 14443, Types A & B compliant o NFC reader (ISO/IEC 18092, 21481) compliant o Integrated RF antenna § 2D barcode reader User Interfaces § LED status lights § Configurable audio output Communications Interface § Ethernet 10/100 Mbit Case § Shatter, tamper and water resistant Tolerances § Storage temperature: -40°C to 70°C § Operating temperature: 0°C to 40°C § Relative humidity: 95% @ 30°C § Shock and vibration resistant § Compliant with MIL-STD 810G Operating System § Linux OS kernel version 4.9.35 Power Supply § Source= 12/24-volt bus battery using unswitched power or with UPS backup with a 1-amp inline fuse § Circuit protection against voltage spikes Mounting Holes § Mounting holes for installation with commercial-off-the-shelf brackets on interior pole, dashboard, floor or wall Note: Delerrok may freely modify TouchPass Reader materials, software, or components to provide equal or superior performance to that indicated above. DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 Delerrok Confidential Page 20 of 21 Exhibit E READER LOAN 1. Readers. Delerrok will provide to AGENCY on loan, Readers listed in the Exhibit B. AGENCY will be fully responsible for all Readers including without limitation all risk of loss and damage to Readers while in its possession or control, save normal wear and tear. AGENCY shall provide Delerrok with physical access to the Readers during regular business hours upon request after reasonable advance notice or as otherwise agreed by the Parties. AGENCY shall not, nor allow any third party to, modify, repair, relocate, sell, lease, assign, encumber, or otherwise tamper with any of the Readers without Delerrok’s express written consent. 2. Delivery and Return of Property. Delerrok shall deliver Readers to AGENCY’s location as provided in the SOW. At the end of the Term, AGENCY shall be responsible to return all Readers, freight prepaid by AGENCY, to Delerrok at the place from which Readers were shipped (or as otherwise designated by Delerrok) in as good condition as exists at the commencement of the term, reasonable wear and tear, and casualty, in respect thereto excepted. 3. Reservation of Title. Loaned Readers and all parts and components thereof shall retain their character as personal property and all right, title and interest thereto shall not pass to AGENCY but title and ownership shall remain exclusively with Delerrok, provided that AGENCY has not otherwise purchased the same. AGENCY shall be and shall have the duties of a bailee of any loaned Readers. 4. Return. If AGENCY sells, assigns or attempts to sell or assign Readers or any interest therein, or if AGENCY defaults in any of the covenants, conditions or provisions of this Agreement, it is agreed that Delerrok may immediately and with notice take possession of Readers wheresoever found and to remove and keep or dispose of the same and any unpaid fees shall at once become due and payable. If any step is taken by legal action or otherwise by Delerrok to recover possession of Readers or otherwise enforce this Agreement or to collect moneys due hereunder AGENCY shall pay Delerrok the equivalent of the moneys expended or charges incurred by Delerrok in such behalf, including reasonable attorney's fees. DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 Delerrok Confidential Page 21 of 21 EXHIBIT F THE PROPOSAL DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 Delerrok Inc. Confidential Information PROPOSAL TO: Orange County Public Transportation FOR: Electronic Fare Collection System Cubic / Delerrok 221 Main Street, Suite 200 Vista, CA 92084 Tel: 760-443-3967 Revised Price Proposal Price Proposal Revision 4 DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 Cubic/Delerrok Orange County Public Transportation –Electronic Fare Collection Solution Cubic/Delerrok Confidential Information 1 TABLE OF CONTENTS 1. Price Proposal .................................................................................................................. 2 1.1. Flat Fees for Software Platform .................................................................................................. 2 1.2. On-Vehicle Validation Hardware ................................................................................................ 3 1.3. Additional Fees ........................................................................................................................... 4 DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 Cubic/Delerrok Orange County Public Transportation –Electronic Fare Collection Solution Cubic/Delerrok Confidential Information 2 1. Price Proposal 1.1. Flat Fees for Software Platform Item Unit Price Quantity Total Amount Initial Setup $21,000.00 1 $21,000.00 Annual Licensing, Hosting Support, etc. $1,200.00/mo 12 $14,400.00 1.1.1. Initial Setup Prior to Launch Date, Delerrok shall provide certain services, including initial system setup and configuration, on-site meetings/surveys and train-the-trainer training (“System Launch Services”). Delerrok shall work with the agency to confirm and implement initial system configuration settings. The proposed fee is per agency and is due upon agreement execution. 1.1.2. Annual Licensing, Hosting, Support, etc. This monthly fee represents the full cost for agency access to the TouchPass Hosted Services (including transactional and financial reporting). From the Launch Date, Agency shall pay Delerrok $1,200.00 (“Transaction Fees”) per month for the remainder of the Term. This monthly fee includes unlimited transaction volume (rides). Fees for Credit/Debit Card Transactions Processed by Proposer These fees are not applicable in our pricing model. Merchant fees (fees for assessed for processing of debit and credit card payments) are excluded from our pricing, as further explained below, and would be paid by the agency directly to its selected payment acquirer. Our proposed costs do not include fees for processing of credit or debit card payments. As described in Section 4.1.15 Debit and Credit Card Processing, our proposal is based on OCPT serving as the Merchant of Record. In addition to ensuring that funds are remitted directly to OCPT and only the payment acquirer selected by OCPT is responsible for handling remittances, this structure also ensures that OCPT will bear only the actual merchant fees assessed by the acquirer and not additional fees from the contractor that would, understandably, be structured to offset the contractor’s costs and risks, including natural variations in interchange—roughly 85% of typical merchant fees—that occur when a variety of different card types (debit, credit, and prepaid) and card products (classic, standard rewards, premium rewards, government) are used by passengers. By enabling OCPT to serve as the Merchant of Record, we also avoid the impacts of North Carolina’s Money Transmitter Laws. Under North Carolina statutes, any person or entity, other than banks and credit unions, that transmits money must obtain a money transmitter license. The statutes, which DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 Cubic/Delerrok Orange County Public Transportation –Electronic Fare Collection Solution Cubic/Delerrok Confidential Information 3 are regulated by North Carolina’s Commissioner of Banks, include a long list of requirements for the licensee including, as just a few examples, $1,500 application fee, credit reports for all control persons, FBI criminal background checks, applicants must have a net worth of $250,000 or more, provide a surety bond ranging from $150,000 to $250,000 depending on annual volume. In addition to these unnecessary costs, should the contractor serve as a money transmitter, OCPT would also face the risk of their fare programs being temporarily or permanently suspended in the event that the Commissioner of Banks elected not to approve or renew the contractor’s Money Transmitter license at any time in the future. 1.2. On-Vehicle Validation Hardware Item Unit Price Quantity Total Amount Reader Installation Kit $148.50/ea 16 $2,376.00 Annual TouchPass Reader Lease, Maintenance, Support $600.00/yr 19 $11,400.00 Payment for Required Equipment shall be due upon equipment delivery. 1.2.1. Validator Annual Lease, Maintenance, Support Onboard validator (“TouchPass Reader” or “Reader”) compliant with the TouchPass Reader Specification attached to our technical proposal. Price shown is for 19 units, 16 for installation on Agency’s fixed route vehicles plus 3 spares. Agency will use loaned TouchPass Readers as an alternative to purchasing them. Selection of this option must apply to all Readers (including spares) for an Agency. The Agency shall pay the above annual fee per Reader for the Term of the Agreement (a period of no less than 4 years) and return the Readers at the end of the Term. This fee is assessed monthly. On the Launch Date, Agency shall pay Delerrok $50.00 per Reader (including spares) per month for the remainder of the Term. Readers will be subject to repair and/or replacement in the event of failure or defect per the RRA Process described in the “Reader Warranty” section below. In the event of termination or expiration of the Agreement prior to the end of Term, the full amount for the Readers that is unpaid for the remainder of a 4- year period will become due and payable. Additional Readers may be purchased at the same price during the Term of the Agreement but are subject to a minimum quantity of five (5) and a lead time of 90 days. See Reader Warranty section below. DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 Cubic/Delerrok Orange County Public Transportation –Electronic Fare Collection Solution Cubic/Delerrok Confidential Information 4 1.2.2. Reader Installation Kit Installation hardware including mounting equipment (RAMMount mounts, including base X 2 plus extension arm) for mounting Readers to bus dash (depending on bus configuration, Readers may be mounted to poles also); and Cables (power cable, Ethernet cable, crimping pins and power cable adapter) (“Reader Installation Kits”). Price shown is for 16 sets. Hardware installation is not included in our offering as we believes that performance of Reader on-site preparation, configuration and installation is best performed by the agency, as such installation is straightforward and may be done by the agency’s own maintenance crew. 1.3. Additional Fees Item Unit Price Quantity Total Amount AVL Integration $21,000.00 1 $21,000.00 Modem Integration $7,000.00 1 $7,000.00 TouchPass Cards $2.00 1,000 $2,000.00 Paper Tokens (Option) $0.02 5,000 $100.00 Out of Warranty Replacement Reader (Option) $1,700.00 1 $2,000.00 1.3.1. AVL Integration The TouchPass System may utilize certain Agency-provided information, including static General Transit Feed Specification ("GTFS") data and Automatic Vehicle Location (AVL) System operator log in, trip, route and stop information compatible with the TouchPass System ("AVL Data") to calculate fares and append trip, route and stop information to TouchPass fare transaction records and reports. Should the agency require such TouchPass-to-AVL System integration, the agency shall be responsible for providing AVL Data to the TouchPass System on an ongoing basis. To facilitate TouchPass System receipt of AVL Data, Delerrok will, subject to availability of an open API or similar tool from the AVL system provider, perform a one-time integration of the TouchPass System with the agency’s AVL System. The AVL Integration fee is per integration but will not be applicable if the Agency-provided information is available via a real-time file feed that is compliant with the General Transit Feed Specification – Real Time (GTFS-RT) or an AVL system for which integration has previously been completed by Delerrok and that integration can be confirmed to be applicable to Agency’s AVL system. In the event neither an AVL nor GTFS-RT system is available for use by the TouchPass System, Agency has the option of performing manual login of Readers using the Administrative Console. Should this option be exercised, the AVL Integration fee will not be applicable. DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 Cubic/Delerrok Orange County Public Transportation –Electronic Fare Collection Solution Cubic/Delerrok Confidential Information 5 1.3.2. Modem Integration Modem Integration. Agency shall provide access to cellular modems and antennas that meet or exceed our requirements. In the event an agency selects a modem that has not yet been integrated to the TouchPass System, Delerrok shall work with the agency to perform one-time integration of agency modems to facilitate use for communications between Readers and the TouchPass System. We shall provide to the agency a list of the currently integrated modem makes and models upon request. The Modem Integration fee is per integration with each unique modem type but will not be applicable if integration of the agency-selected modem type has previously been completed by us and can be confirmed to be applicable to Agency’s modem type. 1.3.3. TouchPass Cards Contactless smart cards pre-printed with the TouchPass card graphics and Agency logo and compatible with the TouchPass System and with the TouchPass Card and Graphics Specifications attached to our technical proposal. Pricing is for a recommended initial purchase of 1,000 cards. Cards may be purchased from an independent supplier but must comply with the TouchPass Card and Graphics Specifications and must be shipped to Delerrok for encoding prior to delivery to the agency or distribution to passengers. There is no fee for encoding of cards by us, however, agency bears the cost of shipping to us and from us to agency. Additional cards may be purchased at the same price during the Term of the Agreement but are subject to a minimum quantity of 1,000 units and a lead time of 60 days from time of purchase order. 1.3.4. Paper Tokens (Option) For use as limited (e.g., single) ride tickets. Ideal for distribution to third parties, such as social services organizations. Individually printed with TouchPass QR Code, agency logo and other information. The agency may procure paper, single-fare, QR code tickets, each pre-printed with the agency’s logo and a unique QR code compatible with the TouchPass System ("Paper Tokens") from us at the above price, subject to a minimum order of 5,000 units and a lead time of 30 days from time of purchase order. 1.3.5. Reader Warranty For loaned Readers, the Reader Warranty Period shall be for the duration of the loan. During the Reader Warranty Period, Delerrok will repair and/or replace failed or defective Readers per the above-mentioned RRA Process. DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 Cubic/Delerrok Orange County Public Transportation –Electronic Fare Collection Solution Cubic/Delerrok Confidential Information 6 RRA Process We will implement a Reader Return Authorization (“RRA”) process enabling the agency to receive authorization to ship failed or defective Readers to us for inspection. We will repair and/or replace any failed or defective Readers returned to Delerrok under the RRA process at no cost to the agency during the Reader Warranty Period. The warranty is not applicable to Readers exhibiting damage outside of normal wear and tear, alteration, misuse or abuse. Out-of-Warranty Reader Replacement Fee In case of Reader on Loan: Where failed Readers exhibit damage outside of normal wear and tear, the agency will continue to be charged a Reader Fee for the returned damaged Reader but may purchase a replacement (at Agency’s option) for this reduced Out-of-Warranty Reader Replacement Fee. DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 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. 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). SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. $ CERTIFICATE HOLDER © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE OTHER: LOCJECT PRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$ DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR AGGREGATE $ EACH OCCURRENCE $UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY)LIMITS PER STATUTE OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED HIRED NON-OWNED AUTOS ONLY AUTOS AUTOS ONLY AUTOS ONLY COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ $ INSD ADDL WVD SUBR N / A $ (Ea accident) (Per accident) The ACORD name and logo are registered marks of ACORD COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE (A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACT NAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE $ $ $ $ $ K94MKA9F 10/01/2020 Orange County 200 South Cameron Street, PO Box 8181 Hillsborough, NC 27278 1,000,000 1,000,000 713-877-8975 713-877-8974 Continental Casualty Company D American Casualty Company of Reading, Pennsylvania 1,000,000 1,000,000 20494 10/01/202010/01/2019 10/01/202010/01/2019 1,000,000 1,000,000 3,000,000 20443 A Transportation Insurance Company 6075838847 5094621644 A B C 3,000,000 1,000,000 N MCGRIFF, SEIBELS & WILLIAMS OF TEXAS, INC. 10100 Katy Freeway, #400 Houston, TX 77043 Delerrok Inc. 221 Main Street STE 200 Vista, CA 92084 06/26/2020 10/01/2019 WC6072902292- AZ, OR & MA WC6072902258 - CA WC6072902177 - AOS 10/01/2019 1,000,000 10/01/2020 RE: OCPT Orange County, its officers, official agents and employees are included as Additional Insured as respects to General Liability and Umbrella Liability. A Waiver of Subrogation is provided as respects to Umbrella Liability and Workers' Compensation. In the event of cancellation by the insurance companies, the policies have been endorsed to provide (30) days Notice of Cancellation (except for 10 days for non-payment of premium) to the certificate holder shown below. All where required by written contract subject to policy terms, conditions and exclusions. 1,000,000 6075780061 20427 Continental Insurance Company X XX X X X X X X X XX X Page 1 of 1 DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51 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. 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). SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. $ CERTIFICATE HOLDER © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE OTHER: LOCJECT PRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$ DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR AGGREGATE $ EACH OCCURRENCE $UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY)LIMITS PER STATUTE OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED HIRED NON-OWNED AUTOS ONLY AUTOS AUTOS ONLY AUTOS ONLY COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ $ INSD ADDL WVD SUBR N / A $ (Ea accident) (Per accident) The ACORD name and logo are registered marks of ACORD COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE (A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACT NAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE $ $ $ $ $ YJ8ZEKY8 Orange County 200 South Cameron Street P.O. Box 8181 Hillsborough, NC 27278 1,000,000039826330 Per Loss 713-877-8975 713-877-8974 Cyber Liability Cyber Liabilty Professional Liability 1,000,000 AIG Specialty Insurance Company Per Loss 26883 2,000,000 12/31/2020 Aggregate MCGRIFF, SEIBELS & WILLIAMS OF TEXAS, INC. 10100 Katy Freeway, #400 Houston, TX 77043 Delerrok, Inc. Jessica Brown 221 Main Street, Suite 200 Vista, CA 92084 06/26/2020 Re: OCPT In the event of cancellation by the insurance company the policy has been endorsed to provide 30 days Notice of Cancellation (except for non-payment) to the certificate holder shown below. A 12/31/2019 Page 1 of 1 DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51