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Home My WebLink About2022-167-E-Solid Waste-Routeware Inc. DBA ReCollect Systems Inc-Recollect PlatformSUBSCRIPTION SERVICES AGREEMENT 1.Agreement This Subscription Services Agreement (this “Agreement”)is made as of the Effective Date set forth below between Routeware Inc.DBA ReCollect Systems Inc.("ReCollect")and the Customer set forth under Section 2 below and includes: (a)Sections 1-6 of this Subscription Service Agreement (the “Cover Pages”);(b)the Schedule entitled “General Terms and Conditions”;(c)each other schedule listed in Section 5 below (and all service terms and conditions set forth therein)or subsequently entered into by the parties (together with the General Terms and Conditions,the “Schedules”);and (d)all order forms issued and accepted hereunder (each,an “Order Form”).Each service (“Service”)provided hereunder shall be the subject of a Schedule (a “Service Schedule”)that shall include a description of such Service and any additional terms and conditions applicable to such Service.After the Effective Date,the parties may include additional Services by attaching new Service Schedules and Order Forms.Each such Service Schedule shall be effective on the date specified in the applicable Order Form (or if not specified,on the date the applicable Order Form is signed by both parties).The General Terms and Conditions shall apply until the last expiration date of any Service Schedule or Services offered under this Agreement. Effective Date:May 1, 2022 Termination Date:April 30, 2023 Contract Number:ReC211341755 Initial Subscription Amount:$19,296.00 One-time Fees:$0.00 Population >200,000 2.Customer Information Customer:Orange County, NC Contact Name:Cheryl Young Contact Title:Research & Data Manager Address:200 South Cameron Street City, State/Province, Zip/Postal Code:Hillsborough, NC 27278 Phone:(919) 968-2788 Email:cyoung@orangecountync.gov 3.Billing Information Contact Name:Cheryl Young Contact Title:Research & Data Manager Billing Address:200 South Cameron Street City, State/Province, Zip/Postal Code:Hillsborough, NC 27278 Phone:(919) 968-2788 Email:cyoung@orangecountync.gov RECOLLECT Subscription SERVICE AGREEMENT v 7.2 Page 1 DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57 Customer:Orange County, NC ReC211341755 4.ReCollect Information Address:Routeware Inc. 16525 SW 72nd Ave Portland, OR 97224 USA Contact Name:Lanae Bulkley Phone:+1.503.906.8500 Email:accountsreceivable@routeware.com 5.Schedules List of included Schedules: A.General Terms and Conditions B.Order Form C.Service Schedule 6.Authorization Customer acknowledges that it has read and understands this Agreement. This Agreement is executed as of the Effective Date by authorized representatives of Customer and ReCollect: ROUTEWARE INC.Orange County, NC Signature:__________________________Signature:__________________________ Name:__________________________Name:__________________________ Title:__________________________Title:__________________________ RECOLLECT SUBSCRIPTION SERVICE AGREEMENT v 7.2 Page 2 DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57 Controller Lanae Bulkley Bonnie Hammersley County Manager Customer:Orange County, NC ReC211341755 SCHEDULE A: GENERAL TERMS AND CONDITIONS 1.INTERPRETATION 1.1.Defined terms set forth on the Cover Pages apply to these General Terms and Conditions and each of the Schedules. 1.2.All references to dollars or “$” in this Agreement refer to US dollars. 1.3.In these General Terms and Conditions, reference to a section or article refers to a section or article of these General Terms and Conditions unless otherwise indicated. The headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender and neutral forms of such words, (ii) words using the singular or plural number also include the plural or singular number, respectively, (iii) the terms “hereof,” “herein,” “hereto,” “hereunder” and derivative or similar words refer to this entire Agreement, (iv) references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection, (v) references to any Person include the successors and permitted assigns of such Person and (vi) references from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends and such phrase shall not mean simply “if.” 1.4.In this Agreement: "Action" means any claim, action, cause of action,demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, investigative, regulatory or other, whether at Law, in equity or otherwise. "Affiliate"means any entity controlling, controlled by or under common control with a party (in each case whether directly or indirectly) where "control" means the ownership of greater than 50% of the equity or beneficial interest of the party or that entity or the right to vote for or appoint a majority of the board of directors or other governing body of the party or that entity. "API" means the application programming interface of ReCollect, which may be used to interact with the ReCollect Platform from third-party software applications. “App Store Addendum” means the App Store Addendum,if any, attached to and forming part of this Agreement. "Business Day" means any day of the year, other than a Saturday, Sunday or statutory holiday in Vancouver, British Columbia. "Confidential Information" means all information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally or in writing,that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. ReCollect’s Confidential Information includes the ReCollect Platform, and each party's Confidential Information includes its business and marketing plans, technology and technical information, product plans and designs and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party. "Customer Content" means (i) all Intellectual Property created, acquired, or licensed by the Customer or its Representatives and provided to ReCollect or distributed by the Customer or its Representatives via the ReCollect Platform; (ii) any other materials or information (including any documents, data, graphics, images, text and content) provided by or on behalf of Customer or any User to the extent prepared without any contribution by ReCollect; and (iii) any modifications, enhancements, adaptations or derivative works of any of the foregoing. "Customer Data"means all proprietary and confidential data provided by the Customer for use, storage, or access by ReCollect in the course of providing the Services, and/or any data created or made available to ReCollect by Users. "Damages" means any losses, liabilities, damages or out-of-pocket expenses (including reasonable legal fees and expenses). "Effective Date" means the Effective Date set forth on the first page of this Agreement. RECOLLECT SUBSCRIPTION SERVICE AGREEMENT v 7.2 Page 3 DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57 Customer:Orange County, NC ReC211341755 "Intellectual Property" means any domestic or foreign intellectual property, registered or unregistered, including patents, copyrights, designs, trade-marks, trade names, business names, corporate names, inventions, trade secrets, proprietary and non-public business information, Confidential Information, know-how, methods, processes, technology, software, data, schematics, content, specifications, graphics, photos, logos, artwork and documentation relating to any of the foregoing. "Fees" has the meaning given in Section 5.1. "Governmental Authority" means any federal, provincial,territorial, municipal or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction. "Law" means any statute, ordinance, regulation, rule,code, constitution, treaty, common law, order or other requirement or rule of law of any Governmental Authority. "Personal Information"means any information about an identifiable individual collected by ReCollect in the course of providing the Services (other than the name, title and business contact information of the Customer's Representatives). “Population” means the population within the municipality,region or other area served by the Customer in the course of the Customer ’s waste collection service. "ReCollect Content" means any Intellectual Property created, acquired, or licensed by ReCollect and included in the ReCollect Platform and/or the Services, other than Customer Content. "ReCollect Materials" means the ReCollect Platform,the ReCollect Content, the ReCollect Systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by ReCollect in connection with the Services or otherwise comprise or relate to the Services, the ReCollect Platform or the ReCollect Systems. For the avoidance of doubt, ReCollect Materials do not include Customer Content. "ReCollect Systems" means the information technology infrastructure used by or on behalf of ReCollect in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by ReCollect or through the use of third-party services. "ReCollect Platform" means ReCollect mobile phone applications, web widgets, back-office administration dashboard, APIs and any third-party or other software that ReCollect provides remote access to, or a license to use, as part of the Services, and all new versions, updates, revisions, improvements and modifications of the foregoing. "Renewal Term" has the meaning given in Section 4.2. "Representative" means, with respect to a party, any employee, contractor (excluding the other party), agent or representative of a party. "Service Critical Incidents" means any defect in the ReCollect Platform that significantly impairs the Customer's ability to use the ReCollect Platform. "Services" has the meaning given in Section 1 of the Cover Pages. “Service Address” means a residential or business address served by the Customer in the course of the Customer’s waste collection service. "Taxes" has the meaning given in Section 5.5. "Term" has the meaning given in Section 4.2. "Termination Date" has the meaning given in Section 1 of the Cover Pages. "Unavoidable Event" means, in respect of a party,any event beyond the reasonable control of such party, including acts of God, flood, labor disturbances, earthquakes, storms, fire, lightning, epidemic, war, riots, civil disturbance or disobedience, restraint by government body, or default by a third party internet, infrastructure or service provider. "User" means an end user of the Services. “Waste Wizard” means the functionality in the ReCollect Platform that allows a customer to search by item to determine the correct way to dispose of the item. RECOLLECT SUBSCRIPTION SERVICE AGREEMENT v 7.2 Page 4 DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57 Customer:Orange County, NC ReC211341755 2.SERVICES 2.1.ReCollect will provide the Services set forth in each Order Form to Customer and its authorized Users during the Term in accordance with the terms and conditions set forth in this Agreement and in accordance with the description of the Services in the applicable Service Schedule. 2.2.ReCollect hereby grants,and Customer hereby accepts,a limited and non-exclusive license to use the ReCollect Platform during the Term upon the terms and conditions specified in this Agreement. 2.3.Customer will reasonably cooperate with and assist ReCollect in order to coordinate the performance of ReCollect's obligations under this Agreement,including by furnishing all Customer Data and Customer Content reasonably requested by ReCollect. 3.APP STORE MANAGEMENT 3.1.If necessary in order to perform the Services,ReCollect and Customer will comply with the terms and conditions of the App Store Addendum (if any) in relation to management of app store accounts as part of the Services. 4.TERM 4.1.This Agreement is effective as of the Effective Date and,unless terminated earlier in accordance with this Agreement, will continue for an initial term expiring on the Termination Date. 4.2.This Agreement shall automatically renew on the Termination Date or the last day of the then-current Renewal Term for additional one (1)year periods (each a "Renewal Term"),unless a party provides written notice of termination to the other party at least 30 days before the Termination Date or the end of the then-current Renewal Term,as applicable (in which case this Agreement will terminate on the Termination Date or at the end of the then-current Renewal Term,as applicable).The "Term"shall mean the initial term beginning on the Effective Date and ending on the Termination Date together with any Renewal Terms. 5.FEES AND PAYMENT TERMS 5.1.Fees.Customer will pay to ReCollect the fees set forth in each Order Form (the "Fees").Payment obligations are non-cancellable and Fees paid are non-refundable except as expressly provided herein.Quantities purchased cannot be decreased during the Term. 5.2.Service Addresses or Population.ReCollect sets its Fees based on the number of Service Addresses of the Customer or the Population of the Customer’s service area as applicable.To the extent that Customer uses the Services for a number of Service Addresses or Population in excess of the number of Service Addresses or Population specified on the Cover Pages (as may be updated by subsequent Order Forms from time to time), ReCollect will be entitled to increase the Fees proportionately upon written notice to the Customer. 5.3.Price Adjustment.Beginning on the first full calendar year commencing after the Effective Date or on the one year anniversary of the Effective Date,Company may,upon thirty (30)calendar days’prior notice to Customer, prospectively increase any Fees, effective on the first day of the subsequent year. 5.4.Payment terms.ReCollect will invoice Customer annually in advance in respect of the Fees due upon signing this Agreement for the first year of the Term.Subsequent invoices will be sent for each subsequent year of the Term. Payment will be due 30 days following receipt of ReCollect's invoice.Customer is responsible for providing ReCollect with complete and accurate billing and contact information and notifying ReCollect of any changes to such information. 5.5.Taxes.The Fees do not include any taxes,levies,duties or similar governmental assessments of any nature, including,for example,value-added,sales,use or withholding taxes,assessable by any jurisdiction whatsoever (collectively,"Taxes").Customer is responsible for paying all Taxes associated with its purchase of Services.If ReCollect has the obligation to pay or collect Taxes for which Customer is responsible under this Section 5.4, ReCollect will invoice Customer for the amount of the Taxes and Customer will pay the amount to ReCollect unless it first provides ReCollect with a valid tax exemption certificate authorized by the appropriate taxing authority. 5.6.Overdue charges.ReCollect has the right to apply an overdue fee of 1.5%per month (equivalent to 19.6%per year) to accounts which undisputed amounts are not paid by the due date. 5.7.Suspension of service.If any undisputed amounts owing by Customer are 60 or more days overdue,ReCollect may,without limiting its other rights and remedies,suspend its provision of ReCollect Services to Customer until such amounts are paid in full. 5.8.Payment Disputes.ReCollect will not exercise its rights under Sections 5.6 and 5.7 if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute. 5.9.Credit Card payments. There is a 3.0% handling charge for accepting payment by credit card for invoices. RECOLLECT SUBSCRIPTION SERVICE AGREEMENT v 7.2 Page 5 DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57 Customer:Orange County, NC ReC211341755 5.10.Fees for Renewal Terms.The applicable Fees for any Renewal Term will be mutually agreed to by the parties before the start of the Renewal Term.If the parties do not come to agreement as to the appropriate Fees,the Fees in place immediately prior to the commencement of the Renewal Term will continue to apply (subject to Sections 5.2 and 5.3) until the parties come to agreement,or,at ReCollect's option,this Agreement may be terminated upon notice to the Customer by ReCollect. 6.INTELLECTUAL PROPERTY RIGHTS 6.1.Title to the ReCollect Materials (excluding any Customer Content incorporated therein)shall at all times remain with ReCollect or its third party licensors as applicable.Customer acknowledges that the Services and the ReCollect Materials are proprietary to ReCollect and that all rights thereto are owned by ReCollect or its third party licensors as applicable.The Customer further acknowledges that the ReCollect Materials contain trade secrets of ReCollect and that the ReCollect Materials are protected by U.S.,Canadian and international copyright and other Intellectual Property Laws and treaties.Under no circumstances will a copy of any software comprising the ReCollect Platform be provided to the Customer.The Customer shall not reverse engineer or directly or indirectly allow or cause a third party to reverse engineer the whole or any part of the ReCollect Platform. 6.2.Customer represents and warrants that it either owns or has permission to use the Customer Content,and it hereby grants ReCollect a limited and non-exclusive license to use the Customer Content during the Term in connection with the Services. 6.3.ReCollect represents and warrants that it either owns or has permission to use the ReCollect Content,and it hereby grants the Customer a limited and non-exclusive license to use the ReCollect Content during the Term in connection with the Services. 6.4.ReCollect further represents and warrants that the provision of the ReCollect Services will not infringe any third party intellectual property rights enforceable in Canada or the United States,provided that if ReCollect believes or it is determined that any part of the software comprising the ReCollect Services has or may have violated a third party's Intellectual Property Rights,ReCollect may choose to either modify the ReCollect Services to be non-infringing (while substantially preserving their utility)or obtain a license to allow for continued use,or if these alternatives are not commercially reasonable,ReCollect may terminate this Agreement without penalty other than to refund any portion of the Fees attributable to the period following the date of such termination. 6.5.The Customer hereby grants ReCollect a worldwide,perpetual,irrevocable,royalty-free licence to use and incorporate into the ReCollect Platform any suggestion,enhancement request,recommendation,correction or other feedback provided by the Customer or its Representatives relating to the Services and/or the ReCollect Platform. 7.DATA SECURITY AND PRIVACY 7.1.Data Ownership.The Customer shall retain all right,title and interest in and to the Customer Data.ReCollect shall have the right to collect and analyze data and other information relating to the provision,use and performance of various aspects of the Services and the ReCollect Platform (including,without limitation,data obtained as a result of analyzing the Customer Data and data derived therefrom),and ReCollect will be free to use such information and data to provide the Services,to improve and enhance the ReCollect Platform and for other development,diagnostic and corrective purposes for its internal business use.In no event shall ReCollect otherwise reproduce,sell,disclose, publicize or exploit Customer Data without the prior written consent of the Customer. 7.2.ReCollect's obligations. 7.2.1.In the course of providing the ReCollect Services,ReCollect may collect,use,store,retain,transfer,disclose and/or dispose of ("Handle"or "Handling") Personal Information. 7.2.2.ReCollect's Handling of Personal Information is subject to its "Terms of Use" (https://policy.recollect.net/terms)and "Privacy Policy"(https://policy.recollect.net/privacy)in effect from time to time, as posted to its website. 7.2.3.ReCollect shall not Handle Personal Information except in compliance with applicable privacy Laws. ReCollect is solely responsible for the use of Personal Information by its Representatives,and shall ensure that all such persons comply with applicable Laws,including applicable privacy Laws,regarding the Handling of Personal Information. Without limiting the generality of the foregoing: (a)ReCollect shall use industry accepted practices to protect Personal Information in its custody or control against theft, loss and unauthorized use or disclosure. (b)Whenever ReCollect transfers Personal Information over the internet,it will employ appropriate cryptographic protocols such as Transport Layer Security (TLS) encryption. RECOLLECT SUBSCRIPTION SERVICE AGREEMENT v 7.2 Page 6 DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57 Customer:Orange County, NC ReC211341755 (c)ReCollect shall keep confidential all Personal Information and will not disclose Personal Information to third parties (which for clarity does not include its employees and agents,to the extent such persons require such Personal Information for the purpose of ReCollect's provision of the ReCollect Services), except as may be required by Law. 7.2.4.ReCollect will notify the Customer at the first reasonable opportunity,and in any event within 24 hours of becoming aware that any Personal Information has been stolen, lost, or accessed by unauthorized persons. 7.2.5.ReCollect shall ensure its servers are monitored at all times,and take immediate remedial action if its servers are down or use of the Services is otherwise unavailable. 7.2.6.ReCollect shall grant the Customer one month of free service should the Services experience downtime of more than 10 hours in a month,other than planned downtime for reasons of maintenance.ReCollect shall give the Customer 72 hours'notice in advance to any planned downtime,and such downtime will be scheduled during off-peak times of the week, no more than 8 hours per month. 7.2.7.Upon the Customer’s request,ReCollect will immediately suspend or disable general access or the access of any specific persons to the Services,and,upon the Customer’s request,restore such access.During the Term,and except as otherwise provided in this Agreement,ReCollect shall not suspend,disable,or restore such access without the Customer’s consent. 7.2.8.Within 10 Business Days of the termination of this Agreement,ReCollect shall provide the Customer a copy of all Personal Information and written confirmation of the deletion of all Personal Information from all servers under its control. 7.3.Customer's Obligations 7.3.1.The Customer shall not Handle Personal Information except in compliance with applicable privacy Laws. The Customer is solely responsible for the use of Personal Information and the ReCollect Platform by its Representatives,and shall ensure that all such persons comply with applicable Laws,including applicable privacy Laws, regarding the Handling of Personal Information. 7.3.2.The Customer shall take all reasonable measures to ensure that the ReCollect Platform is protected against use or access by unauthorized persons. 7.3.3.The Customer shall notify ReCollect at the first reasonable opportunity,and in any event within 24 hours if it becomes aware that any Personal Information accessible through the ReCollect Platform is stolen,lost,or accessed by unauthorized persons. 7.3.4.The Customer will not use the ReCollect Platform to store or transmit (i)unauthorized,infringing,libelous,or otherwise unlawful or tortious material,(ii)material in violation of third-party privacy rights,or (iii)code,files, scripts,agents or programs intended to do harm,including,for example,computer viruses or malware. Customer acknowledges that the ReCollect Platform is a passive conduit for the transmission of Customer Content and ReCollect shall have no liability for any errors or omissions or for any material described in clauses (i)through (iii)of the previous sentence,or for any losses,Damages,claims,suits or other Actions arising out of or in connection with any Customer Content sent,accessed,posted or otherwise transmitted via the ReCollect Platform. 7.3.5.The Customer's access to the ReCollect Platform is subject to ReCollect's reasonable rules and restrictions in effect from time to time.ReCollect will provide the Customer notice in writing of any such rules and restrictions or changes thereto. 7.4.Data Backup.ReCollect regularly backs up Customer Data provided to ReCollect,including work product generated by ReCollect,in accordance with industry standard practices,for use in connection with the Services.Such backups are retained for the purpose of continuity in provision of the Services and will be maintained and replaced from time to time pursuant to ReCollect’s data retention policies.For clarity,the Services are not intended to be a substitute for Customer keeping regular data backups or redundant data archives of Customer Data provided to ReCollect (for example route data and GIS data)for Customer ’s other purposes.ReCollect’s obligations in relation to data backups are limited to using commercially reasonable efforts to maintain backups for use in connection with the Services. ReCollect will have no obligation or liability any loss,alteration,destruction,damage,corruption or recovery of Customer Data. 8.CONFIDENTIALITY 8.1.Required Disclosure.Each party may disclose this Agreement and the terms hereof if and to the extent required by law.If permitted by law,the party so required to disclose this Agreement agrees to give the other party prior notice of any such disclosure. RECOLLECT SUBSCRIPTION SERVICE AGREEMENT v 7.2 Page 7 DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57 Customer:Orange County, NC ReC211341755 8.2.Protection of Confidential Information.Neither party will use or disclose any Confidential Information of the other party except as expressly permitted by this Agreement.Each party will direct its Representatives to comply with this Section 8.2 and will be responsible for any breach of this Section 8.2 by its Representatives. 9.REPRESENTATIONS, WARRANTIES AND COVENANTS 9.1.Each party represents and warrants to the other party that: 9.1.1.it is a corporation or Governmental Authority formed and validly existing in the jurisdiction of its formation; 9.1.2.it has all required power and capacity to enter into this Agreement,to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement; 9.1.3.the execution of this Agreement by its Representative whose signature is set forth on the applicable execution pages hereof has been duly authorized by all necessary action on its part; and 9.1.4.when executed and delivered by each of the parties,this Agreement will constitute the legal,valid and binding obligation of such party, enforceable against such party in accordance with its terms. 9.2.ReCollect represents,warrants and covenants to Customer that it will perform the Services using personnel of required skill,experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement. 9.3.Customer represents,warrants and covenants to ReCollect that Customer owns or otherwise has,and will have,the necessary rights and consents in and relating to the Customer Data so that,as received by ReCollect and processed in accordance with this Agreement,they do not and will not infringe,misappropriate or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable Law. 9.4.DISCLAIMER OF CONDITIONS AND WARRANTIES.EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 9.1,SECTION 9.2 AND SECTION 9.3,ALL SERVICES AND RECOLLECT MATERIALS ARE PROVIDED "AS IS"AND RECOLLECT HEREBY DISCLAIMS ALL CONDITIONS AND WARRANTIES,WHETHER EXPRESS,IMPLIED,STATUTORY OR OTHERWISE UNDER THIS AGREEMENT,AND RECOLLECT SPECIFICALLY DISCLAIMS ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,TITLE AND NON-INFRINGEMENT,AND ALL WARRANTIES ARISING FROM COURSE OF DEALING,USAGE OR TRADE PRACTICE.WITHOUT LIMITING THE FOREGOING,RECOLLECT MAKES NO CONDITION OR WARRANTY OF ANY KIND THAT THE SERVICES OR RECOLLECT MATERIALS,OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF,WILL (a)MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS;(b)OPERATE WITHOUT INTERRUPTION;(c)ACHIEVE ANY INTENDED RESULT; (d)BE COMPATIBLE OR WORK WITH ANY SOFTWARE,SYSTEM OR OTHER SERVICES EXCEPT IF AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT;OR (e)BE SECURE,ACCURATE,COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.WITHOUT LIMITING THE FOREGOING,IN NO EVENT SHALL RECOLLECT HAVE ANY LIABILITY TO THE CUSTOMER OR ANY THIRD PARTY FOR PERSONAL INJURY (INCLUDING DEATH)OR PROPERTY DAMAGE ARISING FROM FAILURE OF THE RECOLLECT SERVICE TO DELIVER AN ELECTRONIC MESSAGE,HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY,EVEN IF RECOLLECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 10.INDEMNIFICATION- Within the constraints of North Carolina law. 10.1.ReCollect Indemnification.ReCollect shall indemnify,defend and hold harmless Customer from and against any and all Damages incurred by Customer arising out of or relating to any Action by a third party (other than an Affiliate of Customer)to the extent that such Damages arise from any allegation in such Action that Customer's or a User's use of the Services (excluding Customer Data and Customer Content)in compliance with this Agreement infringes any third party's Intellectual Property rights.The foregoing obligation does not apply to any Action or Damages arising out of or relating to any: 10.1.1.access to or use of the Services or ReCollect Materials in combination with any hardware,system,software, network or other materials or service not provided or authorized in writing by ReCollect; 10.1.2.modification of the Services or ReCollect Materials other than:(i)by or on behalf of ReCollect;or (ii)with ReCollect's written approval in accordance with ReCollect's written specification; or 10.1.3.failure to timely implement any modifications,upgrades,replacements or enhancements made available to Customer by or on behalf of ReCollect. 10.2.Customer Indemnification.Customer shall indemnify,defend and hold harmless ReCollect from and against any and all Damages incurred by ReCollect in connection with any Action by a third party (other than an Affiliate of ReCollect) to the extent that such Damages arise out of or relate to any: RECOLLECT SUBSCRIPTION SERVICE AGREEMENT v 7.2 Page 8 DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57 Customer:Orange County, NC ReC211341755 10.2.1.Customer Data,including any processing of Customer Data by or on behalf of ReCollect in accordance with this Agreement; or 10.2.2.ReCollect's use of Customer Content in providing the Services in accordance with this Agreement. 10.3.Indemnification Procedure.Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified under Section 10.1 or Section 10.2,as the case may be.The party seeking indemnification (the "Indemnitee")shall cooperate with the other party (the "Indemnitor")at the Indemnitor's sole cost and expense.The Indemnitor shall immediately take control of the defence and investigation of such Action and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same,at the Indemnitor's sole cost and expense.The Indemnitee's failure to perform any obligations under this Section 10.3 will not relieve the Indemnitor of its obligations under this Section 10 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. 10.4.Mitigation.If any of the Services or ReCollect Materials are,or in ReCollect's opinion are likely to be,claimed to infringe,misappropriate or otherwise violate any third-party's Intellectual Property rights,or if Customer's or any User's use of the Services or ReCollect Materials is enjoined or threatened to be enjoined,ReCollect may,at its option and sole cost and expense: 10.4.1.obtain the right for Customer to continue to use the Services and ReCollect Materials materially as contemplated by this Agreement; 10.4.2.modify or replace the Services and ReCollect Materials,in whole or in part,to seek to make the Services and ReCollect Materials (as so modified or replaced)non-infringing,while providing materially equivalent features and functionality,in which case such modifications or replacements will constitute Services and ReCollect Materials, as applicable, under this Agreement; or 10.4.3.by written notice to Customer,terminate this Agreement with respect to all or part of the Services and ReCollect Materials,and require Customer to immediately cease any use of the Services and ReCollect Materials or any specified part or feature thereof,provided that,if such termination occurs,Customer will be entitled to a refund of any portion of the previously paid Fees attributable to the period following the date of such termination. 10.5.THIS SECTION 10 SETS FORTH CUSTOMER'S SOLE REMEDIES AND RECOLLECT'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL,THREATENED OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (INCLUDING THE SERVICES AND RECOLLECT MATERIALS)INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT. 11.LIMITATION OF LIABILITY 11.1.MUTUAL LIMITATION OF LIABILITY.EXCEPT FOR BREACHES OF CONFIDENTIALITY AND INDEMNITY OBLIGATIONS,NEITHER PARTY'S LIABILITY WITH RESPECT TO THIS AGREEMENT WILL EXCEED ONE MILLION DOLLARS ($1,000,000).THE ABOVE LIMITATION APPLIES WHETHER AN ACTION IS UNDER CONTRACT,TORT (INCLUDING WITHOUT LIMITATION,NEGLIGENCE AND STRICT LIABILITY),OR ANY OTHER LEGAL THEORY. 11.2.EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES.IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOST PROFITS,LOST REVENUES,LOST SAVINGS,OR INCIDENTAL,CONSEQUENTIAL,INDIRECT, PUNITIVE OR SPECIAL DAMAGES HOWSOEVER ARISING,INCLUDING WITHOUT LIMITATION ARISING OUT OF THE OPERATION OF OR INABILITY TO OPERATE THE SERVICES OR THE RECOLLECT PLATFORM.IN ADDITION,WITHOUT LIMITING THE FOREGOING,IN NO EVENT SHALL RECOLLECT HAVE ANY LIABILITY TO THE CUSTOMER OR ANY THIRD PARTY FOR PERSONAL INJURY (INCLUDING DEATH)OR PROPERTY DAMAGE ARISING FROM FAILURE OF THE RECOLLECT SERVICE TO DELIVER AN ELECTRONIC MESSAGE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY,EVEN IF RECOLLECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. RECOLLECT SUBSCRIPTION SERVICE AGREEMENT v 7.2 Page 9 DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57 Customer:Orange County, NC ReC211341755 12.TERMINATION 12.1.Termination.In addition to any other express termination right set forth elsewhere in this Agreement: 12.1.1.ReCollect may terminate this Agreement,effective on written notice to Customer,if Customer fails to pay any amount when due hereunder,and such failure continues more than 60 days after ReCollect's delivery of written notice thereof. 12.1.2.either party may terminate this Agreement,effective on written notice to the other party,if the other party materially breaches this Agreement, and such breach: (a)is incapable of cure; or (b)being capable of cure,remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach. 12.2.Effect of Expiration or Termination.Upon any expiration or termination of this Agreement,except as expressly otherwise provided in this Agreement: (a)all rights,licenses,consents and authorizations granted by either party to the other hereunder will immediately terminate; (b)ReCollect shall immediately cease all use of any Customer Data or Customer's Confidential Information and (i)promptly return to Customer,or at Customer's written request destroy,all documents and tangible materials containing,reflecting,incorporating or based on Customer Data or Customer's Confidential Information; and (ii)erase all Customer Data and Customer's Confidential Information from the ReCollect Systems; (c)Customer shall immediately cease all use of any Services or ReCollect Materials and (i)promptly return to ReCollect,or at ReCollect's written request destroy,all documents and tangible materials containing,reflecting,incorporating or based on any ReCollect Materials or ReCollect's Confidential Information; and (ii)erase all ReCollect Materials and ReCollect's Confidential Information from all computer systems that Customer directly or indirectly controls; (d)notwithstanding anything to the contrary in this Agreement,with respect to information and materials then in its possession or control: (i)the Receiving Party may retain the Disclosing Party's Confidential Information in its then current state and solely to the extent and for so long as required by applicable Law; (ii)ReCollect may retain Customer Data in its then current state and solely to the extent and for so long as required by applicable Law; (iii)Customer may retain ReCollect Materials in its then current state and solely to the extent and for so long as required by applicable Law; (iv)ReCollect may also retain Customer Data in its backups,archives and disaster recovery systems until such Customer Data is deleted in the ordinary course; and (v)all information and materials described in this Section 12.2(d)will remain subject to all confidentiality, security and other applicable requirements of this Agreement; (e)ReCollect may disable all Customer and User access to the Services and ReCollect Materials; (f)if Customer terminates this Agreement under Section 12.1.2,Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and ReCollect will refund to Customer all Fees paid in advance for Services that ReCollect has not performed as of the effective date of termination; and (g)if ReCollect terminates this Agreement under Section 12.1.1 or Section 12.1.2,all Fees that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable,and Customer shall pay such Fees,together with all previously-accrued but not yet paid Fees, on receipt of ReCollect's invoice therefor. RECOLLECT SUBSCRIPTION SERVICE AGREEMENT v 7.2 Page 10 DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57 Customer:Orange County, NC ReC211341755 12.3.Surviving Terms.The provisions set forth in the following sections,and any other right or obligation of the parties in this Agreement that,by its nature,should survive termination or expiration of this Agreement,will survive any expiration or termination of this Agreement: Section 6, Section 7, Section 8, Section 11, Section 12 and Section 13. 13.EMERGENCY NOTIFICATIONS 13.1.Customer covenants and agrees that it has and will maintain primary safety and emergency response procedures, including,without limitation,notifying 911 or equivalent fire,police,emergency medical and public health officials (collectively,"First Responders").Customer acknowledges and agrees that ReCollect is not a First Responder,and that the ReCollect Services do not serve as a substitute for Customer ’s own emergency response plan,which in the event of an actual or potential imminent threat to person or property,shall include contacting a First Responder prior to using the ReCollect Services. 14.GENERAL 14.1.Notices.Any notice required or permitted to be given to the parties by this Agreement or by Law may be delivered to the intended recipient at its address or e-mail address set forth on the Cover Pages.Any party may change its address for notice from time to time by notice given in accordance with the foregoing,and any subsequent notice shall be sent to such party at its changed address. 14.2.Assignment.Neither party may transfer or assign its rights and obligations under this Agreement without obtaining the other party’s prior written consent except to an Affiliate of such party (in which case,the party will remain liable for such Affiliate’s actions or omissions)or to a purchaser of all or substantially all of such party’s assets,securities or business. 14.3.Amendments and Waivers.This Agreement may not be modified or amended except by written agreement.No provision of this Agreement may be waived except in writing by the party providing the waiver.No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. 14.4.Entire Agreement.This Agreement constitutes the entire agreement and understanding between the parties with respect to the matters dealt with herein.All previous agreements,understandings,and representations,whether written or oral,between the parties have been superseded by this Agreement.For greater certainty,the Customer warrants that it has not relied on any representation made by ReCollect which has not been stated expressly in this Agreement,or upon any descriptions,illustrations or specifications contained in any document including publicity material produced by ReCollect. 14.5.Governing Law.This Agreement is governed by and will be interpreted and construed in accordance with the Laws of the state or province of the Customer as set forth under “Customer Information” on the Cover Pages. 14.6.Relationship of the parties.The parties are independent contractors.This Agreement does not create a partnership, joint venture, agency, fiduciary or employment relationship between the parties. 14.7.Unavoidable Events.No party will be regarded as being in default in performance of any obligations under this Agreement,or liable for any Damages,if such party is delayed or hindered in the performance of,or unable to perform, such obligations, or such Damages arise, as a consequence of an Unavoidable Event. 14.8.Severability.Any provision of this Agreement which is invalid or unenforceable in any jurisdiction shall,as to that jurisdiction,be ineffective only to the extent of such invalidity or unenforceability and shall be severed from the balance of this Agreement without invalidating or affecting the remaining provisions of this Agreement in that or any other jurisdiction, which remaining provisions shall continue in full force and effect. 14.9.Execution.This Agreement may be executed in counterparts by the respective parties,each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement,provided that this Agreement shall be of no force and effect until the counterparts are exchanged. Transmission of an executed signature page by email or other electronic means is as effective as a manually executed counterpart of this Agreement. ______________________________________ End of General Terms and Conditions RECOLLECT SUBSCRIPTION SERVICE AGREEMENT v 7.2 Page 11 DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57 Customer:Orange County, NC ReC211341755 SCHEDULE B:ORDER FORM Date: April 1, 2022 Expiration date: March 31, 2022 Organization:Orange County, NC Address: 200 South Cameron Street Hillsborough, NC 27278Name: Cheryl Young Annual Subscriptions RECOLLECT SUBSCRIPTION SERVICE AGREEMENT v 7.2 Page 12 DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57 Customer:Orange County, NC ReC211341755 SCHEDULE C:SERVICE SCHEDULE RECOLLECT SUBSCRIPTION SERVICE AGREEMENT v 7.2 Page 13 DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57 Customer:Orange County, NC ReC211341755 RECOLLECT SUBSCRIPTION SERVICE AGREEMENT v 7.2 Page 14 DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57 Customer:Orange County, NC ReC211341755 RECOLLECT SUBSCRIPTION SERVICE AGREEMENT v 7.2 Page 15 DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57 Customer:Orange County, NC ReC211341755 RECOLLECT SUBSCRIPTION SERVICE AGREEMENT v 7.2 Page 16 DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57 Customer:Orange County, NC ReC211341755 RECOLLECT SUBSCRIPTION SERVICE AGREEMENT v 7.2 Page 17 DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57 Customer:Orange County, NC ReC211341755 RECOLLECT SUBSCRIPTION SERVICE AGREEMENT v 7.2 Page 18 DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57 Revised 06/21 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Routeware Inc. DBA ReCollect Systems Inc. Party/Vendor Contact Person: Brittany Loffredo Contact Phone: 571-278-5898 Party/Vendor Address: 16525 SW 72nd Ave City Portland State: OR Zip: 97224 Department: Solid Waste Amount: $19,300 Purpose: Recollect Platform Budget Code(s): 50350020- 620000 Vendor # N/A (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date May 1, 2022 Approved by Board Yes No Agenda Date: --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No 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 de scribe 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 the Clerk upon completion: occlerkdocs@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: 760DC837-0C4A-440B-B022-A49D26318C57 4/28/2022 4/28/2022 4/29/2022 4/29/2022 5/3/2022 04/11/2022 Insurance Partners, LLC dba: Frinell Risk Advisors PO Box 699 Lake Oswego OR 97034-0066 Mason Kimmel, RCLS (503) 210-2300 (503) 210-2323 mkimmel@frinellrisk.com Routeware, Inc.; Routeware TopCo, LLC 16525 SW 72nd Ave Portland OR 97224 Atlantic Specialty Insurance Company Allmerica Financial Benefit Insurance Co.41840 Endurance American Specialty Insurance Co Master - Tech Renewal A Y 7110172170001 08/18/2021 08/18/2022 1,000,000 1,000,000 15,000 1,000,000 2,000,000 2,000,000 A 7110172170001 08/18/2021 08/18/2022 1,000,000 A 5,000 7110172170001 08/18/2021 08/18/2022 4,000,000 4,000,000 B W22H464456 01/16/2022 01/16/2023 1,000,000 1,000,000 1,000,000 C Tech Errors & Omissions / Cyber Liability PRO30017643300 04/01/2022 04/01/2023 Per Occurrence $5,000,000 Aggregate Limit $5,000,000 Orange County, NC, its Elected and Appointed Officials, Employees, and Volunteers are included as Additional Insured per the terms and conditions of the policy forms attached. Orange County 300 West Tryon St PO Box 8181 Hillsborough NC 27278 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57 Andrews Software, Inc. Banneker (Routeware) Investors Core Computing Solutions, Inc. Easyroute, Inc. ReCollect Systems, Inc Routeware Global, Inc. Routeware Holdco, LLC Routeware Holdings, Inc. Webaspx Holdings Limited (plus subsidiaries) RouteOptix Management Systems, Inc. Corporation, Additional Named Insured Limited Liability Company, Additional Named Insured Corporation, Additional Named Insured Additional Named Insured Corporation, Additional Named Insured C Corporation, Additional Named Insured Limited Liability Company, Additional Named Insured Additional Named Insured Additional Named Insured Additional Named Insured Additional Named Insureds Other Named Insureds OFAPPINF (02/2007)COPYRIGHT 2007, AMS SERVICES INC DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57 VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 9 Copyright 2017, Policy Number: COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLE ASE READ IT CAREFULLY. BROAD FORM GENERAL LIABILITY ENDORSEMENT TECHNOLOGY COMPANIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART This endorsement extends certain coverages. The following listing and the headers in this endorsement are only for convenience. Provisions in this endorsement might be modified by other endorsements. Read the entire policy carefully to determine rights, duties and what is and is not covered. A. Section I Coverages 1. Expected or Intended Injury (Property Damage) 2. Non-Owned Aircraft and Watercraft Under 55 Feet 3. Broadened Property Damage Rented Premises, Borrowed Equipment and Use of Elevators 4. Personal and Advertising Injury Exclusions a. Insureds in Media and Internet Type Businesses b. Electronic Chatrooms or Bulletin Boards 5. Medical Payments Increased Limits and Time Period 6. Product Recall Expense Coverage 7. Supplementary Payments Cost of Bail Bonds and Loss of Earnings B. Section II Who is an Insured 1. Broadened Named Insured 2. Additional Insured Broad Form Vendor 3. Additional Insured Written Contract, Agreement, Permit or Authorization 4. Incidental Malpractice by Employed Physicians, Nurses, EMTs and Paramedics 5. User of Covered Watercraft 6. Newly Acquired or Formed Organizations C. Section III Limits of Insurance Aggregate Limit Per Location D. Section IV Commercial General Liability Conditions 1. Duties in Event of Occurrence, Offense, Claim or Suit 2. Waiver of Subrogation When Required by Written Contract or Agreement E. Section V Definitions 1. Bodily Injury Includes Mental Anguish 2. Coverage Territory Worldwide 3. Mobile Equipment Self-Propelled Snow Removal, Road Maintenance and Street Cleaning Equipment Less than 1,000 Pounds Gross Vehicle Weight A. Section I Coverages 1. Expected or Intended Injury (Property Damage) The following is added to Exclusion 2.a. Expected Or Intended Injury of Section I Coverages Coverage A Bodily Injury and Property Damage Liability : This exclusion does not apply to property damage resulting from the use of reasonable force to protect persons or property. 2. Non-Owned Aircraft and Watercraft Under 55 Feet a. The following is added to Exclusion 2.g. Aircraft, Auto or Watercraft of Section I Coverages Coverage A Bodily Injury and Property Damage Liability: This exclusion does not apply to an aircraft that is: (a) Hired, chartered or loaned with a paid crew; and (b) Not owned by any insured. b. The following replaces Exclusion 2.g.(2)(a) of Section I Coverages Coverage A Bodily Injury and Property Damage Liability: (a) Less than 55 feet long; and Intact Insurance Group USA LLC 711-01-72-17-0001 E-INSURED DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57 VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 9 Copyright 2017, c. The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV Commercial General Liability Conditions : This insurance is excess over any of the other valid and collectible insurance available to the insured that provides coverage for aircraft or watercraft not owned by any insured, whether such insurance is primary, excess, contingent or on any other basis. 3. Broadened Property Damage Rented Premises, Borrowed Equipment and Use of Elevators a. The following is added to Exclusion 2.j. Damage To Property of Section I Coverages Coverage A Bodily Injury and Property Damage Liability : Paragraph (1) of this exclusion does not apply to rent or temporarily occupy with permission of the owner. Paragraph (4) of this exclusion does not apply to property damage to equipment you borrow while at a job site if the equipment is not being used by anyone to perform work or operations at the time of loss. Paragraphs (3), (4) and (6) of this exclusion do not apply to property damage arising out of the use of elevators at premises you own, rent, lease or occupy. b. The following replaces Paragraph 6. of Section III Limits Of Insurance: 6. Subject to Paragraph 5. above, the Damage to Premises Rented to You Limit shown in the Declarations is the most we will pay under Coverage A any one premises while rented to you or occupied by you with permission of the owner. If a Damage to Premises Rented to You Limit is not shown in the Declarations, that Limit will be $500,000. c. The following is added to Paragraph b.(1) of Paragraph 4. Other Insurance of Section IV Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured that provides coverage for real property you rent or temporarily occupy with the permission of the owner, borrowed equipment or use of elevators, whether such insurance is primary, excess, contingent or on any other basis. 4. Personal and Advertising Injury Exclusions a. Insureds in Media and Internet Type Businesses The following replaces Exclusion 2.j. Insureds In Media And Internet Type Businesses of Section I Coverages Coverage B Personal and Advertising Injury Liability : (1) Advertising, broadcasting, publishing or telecasting; or (2) Designing or determining content of web sites for others. However, this exclusion does not apply to Paragraphs 14.a., b. and c. of "personal and advertising injury" under the Definitions section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising for you, is not by itself considered the business of advertising, broadcasting, publishing or telecasting. b. Electronic Chatrooms or Bulletin Boards The following replaces Exclusion 2.k. Electronic Chatrooms Or Bulletin Boards of Section I Coverages Coverage B Personal and Advertising Injury Liability : "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns or maintains for others. 5. Medical Payments Increased Limits and Time Period The following provisions are modified only if Coverage C is not otherwise excluded by the provisions of this Coverage Part or any endorsement. a. The following replaces Paragraph a.(3)(b) in Paragraph 1. Insuring Agreement of Section I Coverage C Medical Payments: (b) The expenses are incurred and reported to us within three years of the date of the accident; and Intact Insurance Group USA LLC DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57 VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 9 Copyright 2017, b. The following is added to Paragraph 7. of Section III Limits Of Insurance: The Medical Expenses Limit for Coverage C is the greater of $15,000 per person or the amount shown in the Declarations. 6. Product Recall Expense Coverage a. The following is added to Section I Coverages: Product Recall Expense Schedule Product Recall Aggregate Limit $ 50,000 Each Product Recall Limit $ 25,000 Each Product Recall Deductible $1,000 The limits and deductible in this Schedule apply to Product Recall Expense Coverage unless other amounts are shown in the Declarations. PRODUCT RECALL EXPENSE COVERAGE We will pay product recall expense incurred by you or on your behalf for a covered recall to which this insurance applies. This insurance applies to product recall expense for a covered recall that takes place in the coverage territory and during the policy period. The amount we will pay for product recall expense is limited as described in Section III Limits Of Insurance. We will only pay the amount of product recall expense in excess of the Each Product Recall Deductible shown in the Schedule above. You must pay the Each Product Recall Deductible for each covered recall that is initiated. b. The following is added to Section III Limits Of Insurance: The Product Recall Aggregate Limit shown in the Schedule above is the most we will pay for the sum of all product recall expense incurred for all covered recalls initiated during the policy period. Subject to the Product Recall Aggregate Limit, the Each Product Recall Limit shown in the Schedule above is the most we will pay for all product recall expenses arising out of any one covered recall for the same defect or deficiency. c. The following is added Section IV Commercial General Liability Conditions: Duties In The Event Of Covered Recall 1. You must report a covered recall to us as soon as practicable and no later than 30 days after you discover or are made aware of such recall. 2. ake a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 3. You must see to it that the following are done as soon as practicable after an actual or anticipated covered recall that may result in product recall expense : (a) Give us notice of any discovery or notification that your product must be withdrawn or recalled, including a description of your product and the reason for the withdrawal or recall; (b) Cease any further release, shipment, consignment or any other method of distribution of such product, as well as any similar products, until it has been determined that all such products are free from defects that could result in product recall expense ; (c) As often as may be reasonably required, permit us to: (1) Inspect your product and take damaged and undamaged samples of your products for inspection, testing and analysis; and (2) Examine and make copies from your books and records; (d) Within 60 days of our request and providing you the necessary forms, send us a signed, sworn proof of loss containing the information we request to settle the claim; and Intact Insurance Group USA LLC DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57 VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 9 Copyright 2017, (e) Permit us to examine any insured under oath, while not in the presence of any other insured, at such times as may reasonably be required, about any matter relating to this the examination must be signed. d. The following are added to Section V Definitions: Covered recall means a recall of your product made necessary because the insured or a government entity has determined that a known or suspected defect, deficiency, inadequacy or dangerous condition in your product has resulted in, or will result in, bodily injury or property damage . Product recall expense : a. Means the following necessary and reasonable extra expenses incurred by you or on your behalf exclusively for the purpose of recalling your product : (1) Expenses for communications, including broadcast announcements or printed advertisements and associated stationery, envelopes and postage; (2) Expenses for shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) Expenses for overtime paid to your regular non-salaried employees ; (4) Expenses for hiring temporary workers ; (5) Expenses incurred by employees , including transportation and accommodations; (6) Expenses to rent additional warehouse or storage space; or (7) Expenses for proper disposal of your product if the disposal is necessary to avoid bodily injury or property damage and is other than regularly used to discard, trash or dispose of your product . b. Does not include the following: (1) Damages, fines or penalties; (2) Defense expenses; (3) The cost of regaining your market share, goodwill, revenue or profit; or (4) Any expenses resulting from: (a) Failure of any product to accomplish its intended purpose; (b) Breach of warranties of fitness, quality, durability or performance; (c) Loss of customer approval, or any cost incurred to regain customer approval; (d) Redistribution or replacement of your product that was recalled with like products or substitutes; (e) (f) A condition any insured knew, or had reason to know, of at the inception of this insurance that was likely to cause loss; or (g) Recall of your products that have no known or suspected defect solely because a known or suspected defect in another of your products has been found. 7. Supplementary Payments Cost of Bail Bonds and Loss of Earnings The following replaces Paragraphs 1.b. and 1.d. of Supplementary Payments Coverages A and B in Section I Coverages: b. Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $250 a day because of time off from work. Intact Insurance Group USA LLC DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57 VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 9 Copyright 2017, B. Section II Who is an Insured 1. Broadened Named Insured Section II Who Is An Insured is amended to include as a Named Insured any legally incorporated entity in which you maintain ownership of more than 50 percent of the voting stock on the effective date of this endorsement, but only if there is no other similar insurance available to that organization. This insurance does not apply to any organization that is an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 2. Additional Insured Broad Form Vendor a. Section II Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor ) with whom you have agreed in a written contract or agreement to provide insurance, but only with respect to bodily injury or property damage arising out of your products that are distr But none of these vendors are an additional insured: (1) If the products-completed operations hazard is excluded under the Coverage Part or by endorsement; (2) If the vendor is a person or organization from whom you have acquired the products, or any ingredient, part or container entering into, accompanying or containing those products; (3) odily injury or property damage for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless that the vendor would have otherwise been liable for such bodily injury or property damage in the absence of that contract or agreement; or (4) odily injury or property damage caused by or arising out of: (a) Any express warranty not authorized by you; (b) Any physical or chemical change in the product made intentionally by the vendor; (c) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (d) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (e) Operations to demonstrate, install, service or repair, except those operations performed at nnection with the sale of the product; (f) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (g) The sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf, unless such act or omission is: (i) in the original container after unpacking solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer; (ii) A demonstration, installation, servicing or repair operation performed (iii) An inspection, adjustment, test or servicing the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. b. The insurance afforded to such vendor under Paragraph a. above: (1) Applies only to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide to such vendor. Intact Insurance Group USA LLC DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57 VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 9 Copyright 2017, c. The following is added to Section III Limits Of Insurance: The most we will pay on behalf of a vendor that qualifies as an additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This provision does not increase the applicable Limits of Insurance shown in the Declarations. 3. Additional Insured Written Contract, Agreement, Permit or Authorization a. Section II Who Is An Insured is amended to include as an additional insured any person or organization with whom you have agreed in a written contract, agreement, permit or authorization to provide insurance but only with respect to liability for injury or damage caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf for: (1) ongoing operations, and only until your operations are completed, for such person or organization at the location designated in the contract, agreement, permit or authorization; (2) operation or use of equipment leased to you by such person or organization; or (3) premises you own, rent, lease or occupy. b. The insurance afforded to an additional insured under Paragraph a. above does not apply: (1) Unless: (a) The contract or agreement is executed, or the permit or authorization is issued, before the bodily injury , property damage or personal and advertising injury occurs; and (b) The contract, agreement, permit or authorization is in effect or becomes effective during the policy period. (2) To any: (a) Person or organization included as an insured under any other provision of this policy, including this or any other endorsement; (b) Lessor of equipment after the equipment lease terminates or expires; (c) Owner or other interests from whom land has been leased; (d) Manager or lessor of premises if: (i) The occurrence takes place after you cease to be a tenant in that premises; or (ii) The bodily injury , property damage or personal and advertising injury arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. ((ee)) odily injury , property damage or personal and advertising injury arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (i) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (ii) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the occurrence which caused the bodily injury or property damage , or the offense which caused the personal and advertising injury , involved the rendering of or the failure to render any professional architectural, engineering or surveying services; or Intact Insurance Group USA LLC DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57 VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 9 Copyright 2017, (f) "Bodily injury" or "property damage" occurring after: (i) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (ii) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. c. The insurance afforded to an additional insured under Paragraph a. above: (1) Applies only to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract, agreement, permit or authorization to provide to such additional insured. d. With respect to the insurance afforded to an additional insured under Paragraph a. above: (1) The following is added to Paragraph 4. Other Insurance of Section IV Commercial General Liability Conditions: Regardless of the provisions of Paragraphs a. and b. above, this insurance is primary to, and will not seek contribution from, any other insurance available to an additional insured if: (1) Such additional insured is a Named Insured under that other insurance; and (2) You have agreed in the contract, agreement, permit or authorization that this insurance would be primary and would not seek contribution from any other insurance available to such additional insured. (2) The following is added to Section III Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract, agreement, permit or authorization; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This provision does not increase the applicable Limits of Insurance shown in the Declarations. 4. Incidental Malpractice by Employed Physicians, Nurses, EMTs and Paramedics a. The following is added to Paragraph 2.a.(1)(d) of Section II Who Is An Insured: But an employee or volunteer worker employed or volunteering as a physician, dentist, nurse, emergency medical technician or paramedic is an insured if you are not engaged in the business or occupation of providing professional health care services. b. The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV Commercial General Liability Conditions : This insurance is excess over any of the other valid and collectible insurance available to the insured for coverage for insured ho is a physician, dentist, nurse, emergency medical technician or paramedic, whether such insurance is primary, excess, contingent or on any other basis. 5. User of Covered Watercraft a. Section II Who Is An Insured is amended to include as an additional insured any person or organization who uses, or is responsible for the use of, a watercraft covered by this policy if the use is with your express or implied consent. But no such person or organization is an insured with respect to: a. Bodily injury to tha employee ; or b. Property damage to property: (1) Owned, occupied or used by; or (2) In the care, custody or control of, rented to or over which physical control is being exercised for any purpose by; that person or organization. Intact Insurance Group USA LLC DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57 VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 9 Copyright 2017, b. The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV Commercial General Liability Conditions : This insurance is excess over any of the other valid and collectible insurance available to the insured for use of, or responsibility for use of, a watercraft covered by this policy, whether such insurance is primary, excess, contingent or on any other basis. 6. Newly Acquired or Formed Organizations The following replaces Paragraph 3.a. of Section II Who Is An Insured: a. Coverage under this provision is afforded only until the end of the policy period; C. Section III Limits of Insurance Aggregate Limit Per Location The following is added to Paragraph 2. of Section III Limits Of Insurance: The General Aggregate Limit applies separately to each of yours. As used in this provision, ocation means premises you own, rent or lease involving the same or connecting lots, or whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. D. Section IV Commercial General Liability Conditions 1. Duties in the Event of Occurrence, Offense, Claim or Suit The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV Commercial General Liability Conditions: The requirements that you must notify us of an occurrence , offense, claim or suit , or send us documents concerning a claim or suit , apply only if the occurrence , offense, claim or suit is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An executive officer or insurance or risk manager, if you are a corporation; or (4) A manager, if you are a limited liability company. The requirement that you must notify us as soon as practicable of an occurrence or an offense that may result in a claim does not apply if you report the occurrence or offense compensation insurer and that occurrence or offense later develops into a liability claim for which coverage is provided by this policy. But as soon as you become aware that an occurrence or offense is 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV Commercial General Liability Conditions. 2. Waiver of Subrogation When Required by Written Contract or Agreement The following is added to Paragraph 8. Transfer of Rights of Recovery Against Others to Us of Section IV Commercial General Liability Conditions : We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or your work included within the products-completed operations hazard if the operations or work is done under a written contract or agreement with that person or organization, but only if the contract or agreement is executed before the bodily injury or property damage occurs and requires you to waive your rights of recovery. E. Section V Definitions 1. Bodily Injury Includes Mental Anguish The following is added to Paragraph 3. of Section V Definitions: Bodily injury includes mental anguish resulting from bodily injury, sickness, or disease sustained by a person at any time. 2. Coverage Territory Worldwide The following replaces Paragraph 4. of Section V Definitions: 4. Coverage territory means anywhere other than a country or jurisdiction that is subject to trade or other economic sanction or embargo by the United States of America. But Intact Insurance Group USA LLC DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57 VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 9 of 9 Copyright 2017, responsibility to pay damages must be determined in a settlement we agree to or in a suit on the merits brought within the United States of America (including its territories and possessions), Puerto Rico or Canada. 3. Mobile Equipment Self-Propelled Snow Removal, Road Maintenance and Street Cleaning Equipment Less than 1,000 Pounds Gross Vehicle Weight The following is added after Paragraph 12.f.(1) of Section V Definitions: But a self-propelled vehicle of less than 1,000 pounds gross vehicle weight that is maintained primarily for purposes other than transportation of persons or cargo with permanently attached equipment for snow removal, road maintenance (other than construction or resurfacing) or street cleaning will be . Intact Insurance Group USA LLC DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57