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2023-197-E-Solid Waste-Routeware-Recollect app and embedded software
Routeware Global 16525 SW 72nd Ave Portland, Oregon 97224 United States Phone: (503) 906-8500 Fax: (503) 906-8544 Email: info@routeware.com Order Form Order #:Q-04517-2 Term:12 Months Date:2/16/2023, 4:00 PM Expires On:7/31/2023 Ship To Cheryl Young Orange County, NC 200 South Cameron Street Hillsborough, North Carolina 27278 United States (919) 968-2788 cyoung@orangecountync.gov Bill To Orange County, NC 300 West Tryon Street Hillsborough, North Carolina 27278 United States SALESPERSON PHONE EMAIL PAYMENT TERMS Kyle Douglass (503) 906-8513 kdouglass@routeware.com Net 10 Statement of Confidentiality & Non-Disclosure The parties acknowledge that the County is a government entity and subject to the Federal Freedom of Information Act and North Carolina public records laws. Nothwithstanding anything contained herin to the contrary, the County shall not be responsible to the vendor for any disclosure of Confidential Information pursuant to the Act or pursuant to Orange County, NC public records act laws, rules, regulations, instructions or other legal requirement. Routeware Global retains all title, ownership and intellectual property rights to the material and trademarks contained herein, including all supporting documentation, files, marketing materials, and multi-media. BY ACCEPTANCE OF THIS DOCUMENT THE RECIPIENT AGREES TO BE BOUND BY THE AFOREMENTIONED STATEMENT Q-04517-2 - 2/16/2023, 4:00 PM Page 1 of 3 DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC Support Fees PRODUCT UNIT QTY UNIT PRICE EXTENDED ReCollect Collection Calendar Per Month 1.00 USD 878.04 USD 878.04 ReCollect Waste Wizard Per Month 1.00 USD 275.00 USD 275.00 ReCollect Mobile App Per Month 1.00 USD 323.19 USD 323.19 ReCollect Curbside AuditTool Per Month 1.00 USD 260.42 USD 260.42 ReCollect Essential Success Package Per Month 1.00 USD 0.00 USD 0.00 ReCollect Data Transformation Services Per Month 1.00 USD 0.00 USD 0.00 Support Fees TOTAL:USD 1,736.65 Payment Terms - Support Fees: Due annually in advance per Support Plan terms and conditions Terms & Conditions Information This Order and all products and services herein are subject to and limited to the terms and conditions located at https:// www.routeware.com/Clients. Any purchase orders issued in response to this Order, will be deemed acceptance of such terms. http://www.routeware.com/Clients Password: RWClient1! Prices are exclusive of any federal, state, or local taxes. The customer is responsible for all federal, state, and local taxes. This system requires a specific server to operate Routeware software, which may need to be purchased separately. This system requires cellular connectivity for each vehicle which may need to be purchased separately. If route sequencing by Routeware is a requirement, additional professional services fees may apply. On-Board Computer software is sold as a perpetual license, allowing the license to be activated on replacement hardware. Any lapse in support voids perpetual license. Pricing does not include freight cost or travel expenses, which will be invoiced as they are incurred. Q-04517-2 - 2/16/2023, 4:00 PM Page 2 of 3 DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC Orange County, NC Signature: \s1\ Date: \d1\ Name (Print): \n1\ Title: \t1\ Routeware Global Signature: \s3\ Date: \d3\ Name (Print): \n3\ Title: \t3\ Please sign and email to Kyle Douglass at kdouglass@routeware.com or fax to (503) 906-8544 Reviewed By: \s2\ Q-04517-2 - 2/16/2023, 4:00 PM Page 3 of 3 DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC 5/2/2023 Lanae Bulkley Controller County Manager 5/9/2023 Bonnie Hammersley EXHIBIT A: SPECIAL TERMS AND CONDITIONS ORDER NUMBER: Q-04517 CUSTOMER NAME: ORANGE COUNTY, NC Summary of mutually agreed-upon non-standard language. These special terms and conditions supersede only those inconsistent terms in the Routeware, Inc. Master Sales and Licensing Agreement (“MSLA”). All other language in the MSLA remains in full force and effect. Document Name, Section Number, Section Title Standard Language Agreed-Upon Non-Standard Language MSLA Section 11.8 (c) Dispute Resolution (c) If the negotiations do not resolve the Dispute within ten (10) business days of their commencement or such negotiations do not commence within seven (7) days of request by the other party in writing, then either party shall be free to pursue all rights and remedies as set forth in this Section 11.8. (c) If the negotiations do not resolve the Dispute within ten (10) business days of their commencement or such negotiations do not commence within seven (7) days of request by the other party in writing, then either party shall be free to pursue all rights and remedies as set forth in this Section 11.8. County is a Department of the County of Orange, State of North Carolina and nothing in this Agreement waives County's right for any dispute arising out of or related to this Agreement to be heard in a court of competent jurisdiction in Orange County, North Carolina. Venue for any such dispute shall be Orange County, North Carolina. MSLA Section 11.8 (d) Dispute Resolution (d) Any and all controversies, claims, or disputes arising out of this Agreement, including any breach of this Agreement, shall be subject to binding arbitration under the Arbitration Rules set forth by the American Arbitration Association (the “Rules”) and pursuant to Oregon law. Disputes that Customer agrees to arbitrate, and thereby agrees to waive any right to a trial by jury, include any statutory claims under state or federal law. The place of arbitration shall be Portland, Oregon. Oregon State law shall apply. The arbitrator shall have no authority to award any punitive, exemplary, special or consequential damages of any kind. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The number of arbitrators shall be one (1). The arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior to any arbitration hearing. The arbitrator shall issue a written decision including findings of fact and conclusions of law on the merits of its award. The arbitrator shall have the power to award any remedies, including attorneys’ fees and costs, available under applicable law. INTENTIONALLY OMITTED. (d) Any and all controversies, claims, or disputes arising out of this Agreement, including any breach of this Agreement, shall be subject to binding arbitration under the Arbitration Rules set forth by the American Arbitration Association (the “Rules”) and pursuant to Oregon law. Disputes that Customer agrees to arbitrate, and thereby agrees to waive any right to a trial by jury, include any statutory claims under state or federal law. The place of arbitration shall be Portland, Oregon. Oregon State law shall apply. The arbitrator shall have no authority to award any punitive, exemplary, special or consequential damages of any kind. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The number of arbitrators shall be one (1). The arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior to any arbitration hearing. The arbitrator shall issue a written decision including findings of fact and conclusions of law on the merits of its award. The arbitrator shall have the power to award any remedies, including attorneys’ fees and costs, available under applicable law. Effective 01/01/2023 DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC Revised 04/23 1 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Routeware Inc.Vendor Contact Person: Kyle Douglass Phone: (503) 906-8513 Address: 16525 SW 72nd Ave City Portland State: Oregon Zip: 97224 Department: Solid Waste Amount: Purpose: Recollect app and embedded software Budget Code(s): Vendor # Vendor Status with NCSOS: Routeware Inc registered Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: 5-1-22) (Most Recent Amendment n/a) Effective Date 5-1-23 End Date 4-30-24 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affi rmatively state work on this project has not been initiated prio r to execution of the agreement. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services 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 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: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC 5/2/2023 5/2/2023 5/8/2023 5/9/2023 SUBSCRIPTION 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:$0.00 Population >200,000 2.Customer Information Customer:Orange County, NC Contact Name:Cheryl Young Contact Title:Research & Data Manager Address:200 South Cameron Street City, State/Province, Zip/Postal Code:Hillsborough, NC 27278 Phone:(919) 968-2788 Email:cyoung@orangecountync.gov 3.Billing Information Contact Name:Cheryl Young Contact Title:Research & Data Manager Billing Address:200 South Cameron Street City, State/Province, Zip/Postal Code:Hillsborough, NC 27278 Phone:(919) 968-2788 Email:cyoung@orangecountync.gov RECOLLECT Subscription SERVICE AGREEMENT v 7.2 Page 1 DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC Customer:Orange County, NC ReC211341755 4.ReCollect Information Address:Routeware Inc. 16525 SW 72nd Ave Portland, OR 97224 USA Contact Name:Lanae Bulkley Phone:+1.503.906.8500 Email:accountsreceivable@routeware.com 5.Schedules List of included Schedules: A.General Terms and Conditions B.Order Form C.Service Schedule 6.Authorization Customer acknowledges that it has read and understands this Agreement. This Agreement is executed as of the Effective Date by authorized representatives of Customer and ReCollect: ROUTEWARE INC.Orange County, NC Signature:__________________________Signature:__________________________ Name:__________________________Name:__________________________ Title:__________________________Title:__________________________ RECOLLECT SUBSCRIPTION SERVICE AGREEMENT v 7.2 Page 2 DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57 Controller Lanae Bulkley Bonnie Hammersley County Manager DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC Customer:Orange County, NC ReC211341755 SCHEDULE A: GENERAL TERMS AND CONDITIONS 1.INTERPRETATION 1.1.Defined terms set forth on the Cover Pages apply to these General Terms and Conditions and each of the Schedules. 1.2.All references to dollars or “$” 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-A49D26318C57DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC 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-A49D26318C57DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC 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-A49D26318C57DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC 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-A49D26318C57DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC 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-A49D26318C57DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC 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-A49D26318C57DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC 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-A49D26318C57DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC 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-A49D26318C57DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC 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-A49D26318C57DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC 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-A49D26318C57DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC 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-A49D26318C57DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC Customer:Orange County, NC ReC211341755 RECOLLECT SUBSCRIPTION SERVICE AGREEMENT v 7.2 Page 14 DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC Customer:Orange County, NC ReC211341755 RECOLLECT SUBSCRIPTION SERVICE AGREEMENT v 7.2 Page 15 DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC Customer:Orange County, NC ReC211341755 RECOLLECT SUBSCRIPTION SERVICE AGREEMENT v 7.2 Page 16 DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC Customer:Orange County, NC ReC211341755 RECOLLECT SUBSCRIPTION SERVICE AGREEMENT v 7.2 Page 17 DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC Customer:Orange County, NC ReC211341755 RECOLLECT SUBSCRIPTION SERVICE AGREEMENT v 7.2 Page 18 DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC 03/30/2023 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 Continental Casualty Company 20443 The Continental Insurance Company 35289 Allmerica Financial Benefit Insurance Co.41840 Hanover Insurance Company 22292 '23 Cyber Renewal A Y 7034317032 08/18/2022 08/18/2023 1,000,000 1,000,000 5,000 1,000,000 2,000,000 2,000,000 A 7034346742 08/18/2022 08/18/2023 1,000,000 B 10,000 7034317029 08/18/2022 08/18/2023 4,000,000 4,000,000 C W22H464456 01/16/2023 01/16/2024 1,000,000 1,000,000 1,000,000 D Tech Errors & Omissions / Cyber Liability LH2-J366440-00 04/01/2023 04/01/2024 Per Occurrence $5,000,000 Aggregate Limit $5,000,000 Retroactive Date 09/21/2021 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: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC DocuSign Envelope ID: 33FBA851-EF59-42E3-A4A8-F7E15116F1CC Andrews Software, Inc. 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