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HomeMy WebLinkAbout2026-115-E-OCTS Dept-Ecolane USA-Transit Scheduling Software ExtensionRevised 01/24 NORTH CAROLINA ORANGE COUNTY ADDENDUM ORANGE COUNTY THIS CONTRACT ADDENDUM (“Addendum”) is made and entered into this 01 day of January, 2026 by and between ORANGE COUNTY (hereinafter referred to as “County”) and Ecolane USA, Inc. (hereinafter referred to as “Provider”). WITNESSETH: THAT WHEREAS, the County and Provider entered into a contract dated 14 August 2019, (hereinafter the “Agreement”), for the provision of services for Dispatch Software ; and WHEREAS, the County and Provider desire to modify the Agreement through this Addendum while keeping in effect all terms and conditions of the Agreement not inconsistent with the terms and conditions set forth below. NOW THEREFORE, for and in consideration of the mutual covenants and agreements made herein, the parties agree as follows: 1. Independent Contractor and Third Party Beneficiaries: The Provider shall operate as an independent contractor, and the County shall not be responsible for any of the Provider’s acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. 2. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 3. Indemnity: The Provider agrees, without limitation, to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider in carrying out Provider’s duties and obligations related directly or indirectly to the Services to be provided in the Agreement. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 4. Special Terms: The Provider agrees to provide services on a month-to-month renewal for January 1, 2026 through December 31, 2026, term. Orange County must give Provider thirty (30) days’ notice to cancel the contract. If the contract is not cancelled by 12/31/2026, new terms will need to be established. Provider shall inform Client fourteen (14) days prior to end of contract term to allow the option to renew or terminate the contract. Should Orange County choose to terminate the Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 Revised 01/24 contract prior to the beginning of any month of the month-to-month renewal it shall do so without further obligation to pay any additional monthly Maintenance and Recurring Fees. Orange County shall not incur any additional costs, fees, penalties, nor damages related to early termination or cancellation of services. 5.Entire Agreement and Signatures: The parties have read this Addendum to the Agreement and agree to be bound by all of its terms unless and until modified in writing and signed by the parties. Modifications may be evidenced by telefacsimile signature. The Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 6.Governing Law and Priority: Both parties agree the Agreement is governed by the laws of the State of North Carolina and Orange County. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non- Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.). Any violation of this requirement is a breach of the Agreement and County may immediately terminate the Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing the Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147- 86.58. By executing the Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. By executing the Agreement Provider affirms Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. In addition to this Addendum, should any documents, exhibits, or other addenda be attached to the Agreement, the terms of this Addendum shall have priority in any conflict with or among the terms of the Agreement and such referenced documents, exhibits, or other addenda. 7.Dispute Resolution: Neither party may initiate binding arbitration. Any disputes shall be resolved by nonbinding mediation in Orange County, North Carolina or within twenty-five (25) miles thereof. If such mediation fails either party may initiate litigation to resolve the dispute. Should either party initiate litigation to settle any dispute involving the terms of the Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County, North Carolina. Regardless of the outcome of said litigation each party is responsible for its own costs and fees, including attorneys’ fees. 8.Non Appropriation: Provider acknowledges that County is a governmental entity, and the validity of the Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under the Agreement, then the Agreement shall automatically expire without penalty or further obligation to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. IN TESTIMONY WHEREOF, this Addendum has been executed by the parties hereto, as of the date first above written. ORANGE COUNTY ______________________________ Travis Myren County Manager PROVIDER _________________________________ Logan Young Director Client Success Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 Adam Fox CEO 3/6/20263/6/2026 Revised 01/24 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Ecolane USA, Inc. Vendor Contact Person: Logan Young Phone: 317-416-5847 Address: 940 W. Valley Rd. Suite 400.City Wayne State: PA Zip: 19087 Department: Transportion Services Amount: 13,544.60 Purpose: Transit Scheduling Software Extension Budget Code(s): 10435020-630000 Vendor # 65294 Vendor Status with NCSOS: Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: 09 August 2018) (Most Recent Amendment ) Effective Date 01/01/2026 End Date 05/31/2026 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 The 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. The Agreement is approved as to technical form and content. Services related to the Agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Scheduling Service suspended for one-day due to contract expiration. Department Director’s Signature ________________________________________ Date: ________ Information Technologies The 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 The 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 The 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:_________ 3/2/2026 3/4/2026 3/6/2026 3/6/2026 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 3/6/2026 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 Ecolane Maintenance Renewal This Quote (“Quote”), effective as of the Effective Date set forth below, is entered into by and between the entity identified as Client below (“Client”) and Ecolane USA, Inc. (“Ecolane”). As identified below and defined in the This Agreement includes (a) this Order Form, (b) Orange County, North Carolina by and between Ecolane and Client dated 1/1/2019, and (c) all other exhibits, schedules or other documents incorporated by reference (collectively, the “Agreement”). The parties acknowledge and agree that they have read and understand the terms and conditions of this Agreement and are willing to be legally bound by it. ECOLANE DETAILS Ecolane Legal Name Ecolane USA, Inc. State of Incorporation \ [Delaware] Type of Legal Entity Corporation Notice Contact Information Ecolane, Inc. 940 W. Valley Rd. Suite 1400 Wayne, PA 19087 Attn: Ecolane Client Success Email:success@ecolane.com SERVICES DETAILS Effective Date: 1/1/2026 Renewal Term:Month-to-Month Renewal (1/1/2026-12/31/2026) Maintenance & Recurring Fees:Renewal Amount: $2,708.92 Billed Monthly Other Fees: None Special Terms:Renewal billed monthly. Client must give 30 days notice to cancel contract. If contract is not cancelled by 12/31/2026, new terms will need to be established. Ecolane shall inform Client fourteen (14) days prior to end of contract term to allow the option to renew or terminate the contract. Should Orange County choose to terminate the contract prior to the beginning of any month of the month to month renewal it shall do so without further obligation to pay any additional monthly Maintenance and Recurring Fees. Orange County shall not incur any additional costs, fees, penalties, nor damages related to an early termination or cancellation of services. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives effective on the Effective Date. To execute the above renewal agreement, sign the attached quote. Please be aware that the Ecolane is a member of a family of companies owned by Transit Technologies, LLC and that, as related companies, internal data and information is routinely accessible and shared among member companies, including bid information. There has been no information sharing, agreement, coordination, or collusion, directly or indirectly, with any competing bidder which is not a member of our family of companies. Quote Ecolane - Quote # 1294 v6 2 / 4 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 Year 1 Subtotal $24,768.00 Year 1 Subtotal $7,739.00 † Non-taxable item Please contact us if you have any questions. Total Licenses and Professional Services for Year 1 $32,507.00 USD Ecolane 940 West Valley Road Wayne, PA 19087 United States T: 844-326-5263 Quote #1294 v6 Date 17 Feb 2026 Expires 04 Mar 2026 Contact Logan Young Prepared for Orange County North Carolina Nishith Trivedi 600 NC-86 Hillsborough, NC 27278 United States T: 919-245-2007 E: ntrivedi@orangecountync.gov Orange County NC Renewal - Month-to-Month Ecolane Licenses Year 1 Fees Item Qty Price Total EVOLUTION and MDT Software - Renewal Core Ecolane Software, Includes licenses and maintenance for core system, driver MDTs, and map data for 5 contiguous counties. Priced per vehicle with unlimited users. 16 $1,548.00 $24,768.00† Value-Adds Year 1 Fees Item Qty Price Total Order Importer Module - Renewal Batch upload trips to your Ecolane Evolution server using flat files from outside sources 1 $7,739.00 $7,739.00† Summary ACCEPT QUOTE ACCEPT QUOTE Quote Ecolane - Quote # 1294 v6 3 / 4 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 Cost Breakdown Category Year 1 Fees Value Added Items / Renewal $7,739.00 Core Licenses / Annual Maintenance $24,768.00 Total $32,507.00 USD Quote Attachments  Master_Agreement_-_Ecolane.pdf (230 KB) Payment Terms: Billed Monthly Additional Terms: Implementation/Training Assumes 8 hrs. per day on-site excluding weekends and holidays. All prices are in US dollars. All applicable sales/use taxes are additional and payment of such is the sole responsibility of the prime contractor. Prime contractors may purchase tablets and airtime through a cellular provider. Prices for tablets range from $0 to $499 depending on carrier. Please coordinate your cellular provider/tablets with Ecolane prior to ordering hardware. Upgrade and webinar training is included for upgrades; additional on-site or new employee training is charged using Training day rates as applicable. * Data plan does not include web browsing, etc. A 2GB data plan is more than sufficient for the Ecolane Touchscreen MDT Software and Navigation. The agency is responsible for the data plan and any overages unless otherwise noted. ** All license costs include annual hosting, support & licensing fees due 1 year from contract signing set at 25% of MSRP. Quote Ecolane - Quote # 1294 v6 4 / 4 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 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 7/29/2025 Marsh &McLennan Agency LLC 413 North Shore Drive,SW Suite E Knoxville TN 37919 865-588-7200 Atlantic Specialty Insurance Co.27154 TRANSTECHN1 Accident Fund Insurance Co.of America 10166TransitTechnologies,LLC 2035 Lakeside Centre Way,Ste 190 Knoxville TN 37922 4244966 A X 1,000,000 X 1,000,000 15,000 1,000,000 2,000,000 X X 7110182190002 6/1/2025 6/1/2026 2,000,000 A 1,000,000 X X X X 7110182190002 6/1/2025 6/1/2026 A X X 15,000,00071101821900026/1/2025 6/1/2026 15,000,000 B X Y AFWCP100094257 6/1/2025 6/1/2026 X 1,000,000 1,000,000 1,000,000 A Cyber/Prof Liability Retro Date: 6/1/2023 7600112960000 6/1/2025 6/1/2026 $10,000,000 Limit $10,000,000 Agg Limit Supplemental Names: ArgoTrak,Inc. Ecolane USA,Inc. Foxster Opco,LLC MJ Management Services,LLC Passio Technologies,Inc. TT Faster,LLC The Vestige Group,LLC See Attached... For Information /Bid Purposes Only Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: TRANSTECHN1 1 1 Marsh &McLennan Agency LLC Transit Technologies,LLC 2035 Lakeside Centre Way,Ste 190 Knoxville TN 37922 25 CERTIFICATE OF LIABILITY INSURANCE TripShot,Inc. ByteCurve Holdings,LLC busHive,Inc. Transit Fixed/On Demand,LLC Transit Safety,LLC Transit Asset Management,LLC Transit Workforce Management,LLC Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 DocuSigr. Envelope ID: CD64977C-17FD-49F0-9672-81 D6326AF370 [Departmental Use Only] TITLE Dispatching Software FY 2019 Revised 10/17 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 DocuSign Envelope ID: CD64977C-17FD-49F0-9672-B 1 D6326AF370 3. Basic Services Revised 10/17 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 QocuSign'Envelope ID: CD64977C-17FD-49F0-9672-81D6326AF370 Revised 10/17 2 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 DocuSigr., Envelope ID: CD64977C-17FD-49F0-9672-81 D6326AF370 4. Duration of Services Compensation 6. Responsibilities of the County 7. Insurance Revised 10/17 3 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 DocuSign Envelope ID.: CD64977C-17FD-49F0-9672-81D6326AF370 Revised 10/17 4 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 pocuSig� Envelope ID.: CD64977C-17FD-49F0-9672-81 D6326AF370 http://www.orangecountync.gov/departments/purchasing division/contracts.php). Revised 10/17 4 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 DocuSig� Envelope ID: CD64977C-17FD-49F0-9672-81 D6326AF370 ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County's convenience and without penalty to County upon three (3) days' notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respcctive parties hereunder shall be governed by the laws of the State ofNorth Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of .Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not Revised 10/17 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 DocuSign Envelope ID: CD64977C-1 7FD-49F0-9672-81 D6326AF370 1. Revised 10/17 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 , ,DocuSign Envelope ID: CD64977C-17FD-49FD-9672-8106326AF370 g. Revised 10/17 6 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 Revised 10/17 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 DocuSign Envelope ID: CD64977C-17FD-49F0-9672-8 1D6326AF370 Revised 10/17 8 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 ,DocuSign Envelope ID: CD64977C-17FD-49F0-9672-81 D6326AF370 Revised 10/17 EB!iFOftD5A1D6119 ... Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 DocuSig� Envelope ID: CD64977C-17FD-49F0-9672-81 D6326AF370 Depa rtment Party/Vendor Name: Ecolane USA, Inc. Party/Vendor Contact Person: Ryan Larsen Contact Phone: 712.249.6 156 Party/Ve ndor Address: 940 West Valley Road City Wayne State: PA Zip: 19087 Department: Orange County Public Transportalion Amount: 89,3 02.50 Purpose: Updating dispat ching and scheduling software Budget Code(s): 10435020-630000 Vendor # NIA (N/A if new vendor) Vendor is a BOCC consultant? Yes D No[8] Contract Type: (Check one) New [8] Renewal D Amendment D Effective Date __ Approved by Board YesD No[8] Agenda Date : __ This agreement is approved as to technical form a Wi'SJdt:ied by; 11/10/2018 Department Director's S_ignaturc -------1.c=,"22£,;rn:"""==-------Date: ___ _ Information Technologies This agreement has been reviewed and is approved as to information technology content an �Bd.cim�s: 11/12/2018 Office of the Chief Information Officcr ___ □ate: ___ _ Risk Managem ent This agreement is approved for sufficiency of insu i;�s, specifications, and requirements: 11/12/2018 Office of the Risk Management Officer ___ '==cnceF<a nsiin,css co"'""'98,, __ ,-_______ Date: ___ _ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: 12/21/2018 Office of the Chief Financial Officer !IES18..lACC.1AlliL------Datc: ___ _ Lega l Services This agreement is approved as to legal form and s Office of the County Attorn ey ,Date : ___ _ 12/31/2018 Clerk to the B,iard Received for record retention: All Docusign contracts must be copied to Sherri Ingerso ll upon completion: singersoll@orangecountyn c.gov The following signature block is for hard copies o , �'OO!lrequircd for Docusign contracts: D6vU.M, 6ok.U' 11112019 Office of the Clerk to the Board ---------'�"'861&.lfF€86r84DEc�------Date: ___ _ Revised 10/17 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 DocuSign Envelope ID: CD64977C-17FD-49F0-9672-81D6326AF370 Attachment A SOFTWARE LICENSE & SERVICES AGREEMENT THIS SOF1WARE LICENSE & SERVICES AGREEMENT (this "Agreement") is made and entered into as of August 14, 201 8, by and between Ecolane USA Inc., a Delaware corporation ("Licensor"), located at 940 West Valley Road, Suite 1400, Wayne, PA 19087, and Orange County ("Licensee") located at 600 Highway 86 North, Hillsborough, NC 27278. Licensor and Licensee may be referred to individually as a "Party," or together as the "Parties." 1. AGREEMENT DEFINITIONS 1.1 "Confidential Information" means information relating to or disclosed in the course of, or in connection with this Agreement, which is, or should be reasonably understood to be, confidential or proprietary to a Party, including, but not limited to, information concerning such Party's business, products, services, content, finances, su bscribers, source code, tools, protocols, product designs and plans, customer lists and other marketing and technical information, the existence of any business discussions, negotiations or agreements between the Parties, the terms of this Agreement, and any other unpublished information. 1.2 "Contractor" means a non-employee individual or business hired by Licensee to perform on Licensee's behalf certain functions permitted hereunder. 1.3 "Documentation" means Licensor's User Guides and Training Manuals and any other written materials provided by Licensor for aid in the use and operation of the Licensor Software that Licensor indicates in writing as constituting "Documentation" under this Agreement. 1.4 "Intellectual Property Rights" means all patents, inventions, trademarks, service marks, copyrights, moral rights, trade secrets, database rights, rights in designs, know-how, confidential information and all or any other intellectual or industrial property rights whether or not registered or capable of registration, and whether subsisting in the United States or any other part of the world, together with all or any goodwill relating to the same. 1.5 "License Date" has the meaning set forth in Section 3. 1.6 "Licensor Softwa re" means Licensor's Ecolane ORT software , in object code format, licensed to Licensee hereunder and, in the event, Licensee purchases applicable license, all updates and upgrades provided under the Support Services, if any. The "Mobile Module" shall be deemed part of the Licensor Software for all purposes. 1. 7 "Mobile Module" means the portion of Licensor Software that is installed on a mobile unit. 1.8 "Support Services" means Licensor's support and maintenance services described on Exhibit B. 1.9 "Su pport Period" means the time period during which Licensee is current in license fees. 2. SO FTWARE LICENSE 2.1 License Grant. Subject to the terms and conditions hereof, Licensor grants to Licensee a non­ exclusive, limited, non-transfera ble, without right to sublicense, license to use and otherwise access the Licensor Softwa re, Mobile Module, and Documentation, all for Licensee's own internal business uses. Under the foreg oing license, Licensee may either (a) install and/or host the Licensor Software and/or Mobile Module on Licensor's provided hardware, as agreed by the Parties under a separate written installation and hosting agreement that shall include a right for Licensee to terminate, at its convenience, Licensor's hosting of the Licensor Software without unreasonable penalties for early termination, (b) install and/or host the Licensor Software and/or Mobile Module on Licensee's, or its desig nated Contractor's, hardware in accord with Sections 2.2, 2.3, and 2.4, or (c) any combination of the foreg oing (a) and (b). 2.2 License Restrictions; Licensee Rights and Obligations. Licensee shall not: a. modify, make derivative works of, reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code for the Licensor Softwa re, Ecolane USA, Inc. 940 West Valley Road, Suite 1400, Wayne, PA 19087 482 I -6909-6038. l 61 0-312-0033 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 ,DocuSign Envelope ID: CD64977C-17FD-49F0-9672-81 D6326AF370 Attachment A SOFTWARE LICENSE & SERVICES AGREEMENT THIS SOFTWARE LICENSE & SERVICES AGREEMENT (this "Agreement") is made and entered into as of August 14, 20 18, by and between Ecolane USA Inc., a Delaware corporation ("Licensor"), located at 940 West Valley Road, Suite 1400, Way ne, PA 19087, and Orange Cou nty ("Licensee") located at 600 Highway 86 North, Hillsborough, NC 27278. Licensor and Licensee may be referred to individually as a "Party," or together as the "Parties." 1. AGREEMENT DEFINITIONS 1.1 "Confidential Information" means information relating to or disclosed in the course of, or in connection with this Agreement, which is, or should be reasonably understood to be, confidential or proprietary to a Party, including, but not limited to, information concerning such Party's business, products, services, content, finances, subscribers, source code, tools, protocols, product designs and plans, customer lists and other marketing and technical information, the existence of any business discussions, negotiations or agreements between the Parties, the terms of this Agreement, and any other unpublished information. 1.2 "Contractor" means a non-employee individual or business hired by Licensee to perform on Licensee's behalf certa in functions perm itted hereunder. 1.3 "Documentation" means Licensor's User Guides and Training Manuals and any other written materials provided by Licensor for aid in the use and operation of the Licensor Software that Licensor indicates in writing as constituting "Documentation" under this Agreement. 1.4 "Intellectual Property Rights" means all patents, inventions, trademarks, service marks, copyrights, moral rights, trade secrets, database rights, rights in designs, know-how, confidential information and all or any other intellectual or industrial property rights whether or not registered or capable of registration, and whether subsisting in the United States or any other part of the world, together with all or any goodwill relating to the same. 1.5 "License Date" has the meaning set forth in Section 3. 1.6 "Licensor Software" means Licensor's Ecolane ORT software, in object code format, licensed to Licensee hereunder and, in the event, Licensee purchases applicable license, all updates and upgrades provided under the Support Services, if any. The "Mobile Module" shall be deemed part of the Licensor Software for all purposes. 1. 7 "Mobile Module" means the portion of Licensor Software that is installed on a mobile unit. 1.8 "Support Services" means Licensor's support and maintenance services described on Exhibit B. 1.9 "Support Period" means the time period during which Licensee is current in license fees. 2. SOFTWARE LICENSE 2.1 License Grant. Subject to the terms and conditions hereof, Licensor grants to Licensee a non­ exclusive, limited, non-transferable, without right to sublicense, license to use and othenwise access the Licensor Software, Mobile Module, and Documentation, all for Licensee's own internal business uses. Under the foreg oing license, Licensee may either (a) install and/or host the Licensor Software and/or Mobile Module on Licensor's provided hardware, as agreed by the Parties under a separate written installation and hosting agreement that shall include a right for Licensee to terminate, at its convenience, Licensor's hosting of the Licensor Software without unreasonable penalties for early termination, (b) install and/or host the Licensor Software and/or Mobile Module on Licensee's, or its designated Contractor's, hardware in accord with Sections 2.2, 2.3, and 2.4, or (c) any combination of the foreg oing (a) and (b). 2.2 License Restrictions; Licensee Rights and Oblig ations. Licensee shall not: a. mod ify, make derivative works of, reverse engineer, disassemble, decompile, or othenwise attempt to discover the source code for the Licensor Softwa re, Ecolane USA, Inc. 940 West Valley Road, Suite 1400, Wayne, PA 19087 482!-6909-6038.1 6_10 -312-0033 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 DocuSig� Envelope ID: CD64977C-17FD-49F0-9672-81D6326AF370 b. allow the Licensor Software to be combined with or become incorporated in any other computer programs, absent Licensor's written consent, c. distribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Licensor Software (except as expressly permitted hereunder), d. only install and use the Mobile Module on a mobile unit approved by Licensor, e. remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Licensor Softwa re, or f. Except as set forth in Sections 2.3, 2.4, or as otherwise may be agreed to in writing by Licensor, permit any third party to use the Licensor Software or Documentation or use the Licensor Software or Documentation on behalf of or for the benefit of any third party in any way whatsoever. 2.3 Copies; Records. Licensee may make only so many copies of the Mobile Module as are reasonably necessary for operational security and for its permitted use hereunder. Licensee shall supervise and control and maintain accurate and complete records regarding the use and location of the Mobile Module Software and Documentation, and the access to the Licensor Software . 2.4 Limited Use by Contractors. Licensee may allow its Contractors to exercise the rights granted hereunder on behalf of Licensee and solely for Licensee's benefit, provided that (a) Licensee ensures that such Contractors use the Licensor Software only in accordance with the terms of this Agreement and (b) Con tractors are subject to confidentiality obligations substantially similar to Licensee's obligations herein. Licensee shall be fully responsible for any breach of this Agree ment caused by Contractors. 3. DELIVERY ACCESS. On or before the 120 days followi ng the date hereof, Licensor shall (a) deliver the number of copies of Software and Documentation, all as may be identified on Exhibit A, by electronic means, and/or (b) provide access to the Licensor Software . The first date of such delivery or access shall be referred to herein as the "License Date". Licensor shall use commercially reasonable efforts to make the Licensor Software available for the hours and days as described in Exhibit A beginning on the License Date. Scheduled maintenance done by Licensor will be done outside Licensee's scheduled hours of availability as identified in Exhibit B. 4. PROPRIETARY RIGHTS. Licensor (and/or its affiliates or vendors) retain all right, title and interest in and to the Licensor Software and Documentation, including, without limitation, all Intellectual Property Rights related thereto and all modifications thereof. The Parties acknowledge each other's trademark rights, and except as permitted by Section 15.1 1, neither Party shall use the other Party's trade name or trademarks in any manner whatsoever absent the other Party's prior written consent. Nothing in this Agreement assigns any rights, title or interest in any Licensor's (and/or its affi liates' or vendors') Intellectual Property Rights to Licensee. 5. SERVICES. 5.1 Support Services. Licensor shall provide Support Services commencing on the License Date on the terms and conditions set forth on Exhibit B. 5.2 Installation Assistance, Training or Other Services. If Licensee and Licensor have agreed that Licensor will provide Licensee with any installation assistance of Mobile Modules, training or other services, the terms and conditions of such services will be identified on Exhibit A or another Exhibit to this Agreement. 5.3 Custom Development. If Licensor agrees to perform any customized software development work for Licensee that the parties intend for Licensee to own, Licensee will have no such ownership rights unless the parties mutually execute a written addendum to this Agreement that fully satisfies the following conditions: (i) the scope and description of the mutually agreed work product is described, and (ii) the addendum includes an express state ment that such work product is "intended to be a work made for hire for, and owned by, Licensee". Notwithstanding the foreg oing or any content of any such addendum, in no case whatsoever does Licensor assign or otherwise transfer to Licensee any right, title or interest in or to Licensor Softwa re, Documentation or any other preexisting Intellectual Prope rty Rights of Licensor. 6. GENERAL OBLIGATIONS OF LICENSEE Ecolane USA, Inc. 940 West Valley Road, Suite 1400, Wayne, PA 19087 482 1 -6909-6038. l 610-31 2-0033 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 DocuSign Envelope ID: CD64977C-17FD-49F0-9672-81 D6326AF370 6.1 Licensee shall (a) promptly provide Licensor and its authorized agents with such information and assistance as may be reasonably requested in order to carry out its obligations hereunder, (b) without charge, provide suitable office accommodation, materials, equipment and support services (including use of telephone and support services) reasonably requested in connection with performance of any services at Licensee's premises ordered by Licensee under Section 5, (c) procure all necessary rights from third parties (including intellectual property licenses in relation to Licensee's computer softwa re) which are from time to time required in order for Licensor to provide services in an authorized and legal manner, and (d) with ten (10) days advance notice, permit Licensor and its authorized representatives to enter on to Licensee's premises or mobile units at reasonable times where the Mobile Modules or Documentation are located or from where the Licensor Software is accessed or services are provided in order to verify Licensee's compliance with the terms of this Agreement. In connection with this review, Licensor may inspect records directly related to Licensee's performance of this Agreement or use of Licensor Software or Documentation kept by or on behalf of the Licensee and make copies of the same. 7. FEES AND PAYMENT. 7.1 Payment. Licensee agrees to pay Licensor the fees specified in Exhibit A in accordance with the payment schedules set forth in Exhibit A. The Parties agree to the allocation of the fees and payments to softwa re, service (if any) and hardware (if any) as desig nated on Exhibit A. Licensee shall pay Licensor's invoices in U.S. dollars to Licensor's address set forth on Exhibit A no later than thirty (30) days following the receipt of an undisputed written invoice. 7.2 Taxes. Licensee shall be responsible for any and all sales, use, excise, value-added or similar taxes that may be due under this Agreement and Licensor will use commercially reasonable efforts to identify any applicable taxes on its invoice to Licensee. Licensee will pay applicable taxes on the invoice or, in lieu of the payment of any such taxes; Licensee may provide Licensor with a certificate acceptable to the taxing authorities exempting Licensee from payment of these taxes. Notwithstanding the foreg oing, in no event shall Licensee be obligated to pay any tax paid or owed on income or net worth of Licensor or paid for Licensor's doing business in any particular locality or jurisdiction. 8. WARRANTIES. 8.1 Licensor Software Warranties. With respect to the Licensor Software , Licensor warrants that: (a) the tangible media on which the Mobile Module resides, if applicable, shall be free of material defects in workm anship, design and material, (b) neither the Licensor Software nor the Documentation infringes, misappropriates or otherwise violates any U.S. Intellectual Property Rights of any third parties, (c) the Licensor Software does not contain any computer viruses, Trojan horses, time bombs, cancel bots or other computer programming routines that are intended to detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, and (d) Licensor Software will operate substantia lly in accordance with the Documentation. The _warranties set forth in Section 8.1 ("Software Warranties") shall survive for a period of three hundred sixty-five days (365) days following the License Date ("Warranty Period"). In the event of a breach of a Software Warranty reported to Licensor in writing during the Warranty Period, Licensee's sole remedy for such breach shall be to have Licensor use commercially reasonable efforts to promptly correct, replace or provide a work around for such error or fa ilure, at no charge to Licensee, or in Licensor's discretion, provide an equitable refund to Licensee. The Software Warranties and remedies apply only to the most recent version of the Licensor Software, and shall not apply to any breach, fault or error that has been caused by Licensee's fa ilure to use the Licensor Software in accordance with the Documentation requirements, any misuse, corrupti on, or abuse of, or mod ification to, the Licensor Software by Licensee or any use of the Licensor Software with any software or equipment not approved in advance in writing by Licensor. 8.2 Licensor Services Warranties. Licensor warrants that all services that are performed under this Agreement will be performed in a professional and workmanlike manner by qual ified person nel, and Licensor has the required skills and experience to perform such services and such warranties shall survive for thirty days following performance of the services. Licensee's sole remedy for breach of a warranty in Section 8.2 shall be to notify Licensor of any breach within ninety (90) day following performance of the services and have Licensor use commercially reasonable efforts to promptly Ecolane USA, Inc. 940 West Valley Road, Suite 1400, Wayne, PA 19087 610-312-0033 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 ,DocuSign Envelope ID: CD64977C-17FD-49F0-9672-81 D6326AF370 6.1 Licensee shall (a) promptly provide Licensor and its authorized agents with such information and assistance as may be reasonably requested in order to carry out its obligations hereunder, (b) without charge, provide suitable office accommodation, materials, equipment and support services (including use of telephone and support services) reasonably requested in connection with performance of any services at Licensee's premises ordered by Licensee under Section 5, (c) procure all necessary rights from third parties (including intellectual property licenses in relation to Licensee's computer softwa re) which are from time to time required in order for Licensor to provide services in an authorized and legal manner, and (d) with ten (10) days advance notice, permit Licensor and its authorized representatives to enter on to Licensee's premises or mobile units at reasonable times where the Mobile Modules or Documentation are located or from where the Licensor Software is accessed or services are provided in order to verify Licensee's compliance with the terms of this Agreement. In connection with this review, Licensor may inspect records directly related to Licensee's performance of this Agreement or use of Licensor Softwa re or Documentation kept by or on behalf of the Licensee and make copies of the same. 7.1 Licensee agrees to pay Licensor the fees specified Exhibit A in accordance with the payment schedules set forth in Exhibit A The Parties agree to the allocation of the fees and payments to software, service (if any) and ha rdware (if any) as designated on Exhibit A. Licensee shall pay Licensor's invoices in U.S. dollars to Licensor's add ress set forth on Exhibit A no later than thirty (30) days following the receipt of an undisputed written invoice. 7.2 Licensee shall be responsible for any and all sales, use, excise, value-added or similar taxes that may be due under this Agreement and Licensor will use commercially reasonable efforts to identify any applicable taxes on its invoice to Licensee. Licensee will pay applicable taxes on the invoice or, in lieu of the payment of any such taxes; Licensee may provide Licensor with a certificate acceptable to the taxing authorities exempting Licensee from payment of these taxes. Notwithstanding the foregoing, in no event shall Licensee be obligated to pay any tax paid or owed on income or net worth of Licensor or paid for Licensor's doing business in any particular locality or jurisdiction. 8.1 With respect to the Licensor Softwa re, Licensor warrants that: (a) the tangible media on which the Mobile Module resides, if applicable, shall be free of material defects in workmanship, design and material, (b) neither the Licensor Software nor the Documentation infringes, misappropriates or otheiwise violates any U.S. Intellectual Property Rights of any third parties, (c) the Licensor Software does not contain any computer viruses, Trojan horses, time bombs, cancel bots or other computer programming routines that are intended to detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, and (d) Licensor Software will operate substantially in accordance with the Documentation. The warranties set forth Section 8.1 ("Software Warranties") shall survive for a period of three hundred sixty-five days (365) days following the License Date ("Warranty Period"). In the event of a breach of a Software Warranty reported to Licensor in writing during the Warranty Period, Licensee's sole remedy for such breach shall be to have Licensor use commercially reasonable efforts to promptly correct, replace or provide a work around for such error or fa ilure, at no charge to Licensee, or in Licensor's discretion, provide an equitable refund to Licensee. The Software Warranties and remedies apply only to the most recent version of the Licensor Softwa re, and shall not apply to any breach, fault or error that has been caused by Licensee's failure to use the Licensor Software in accordance with the Documentation requirements, any misuse, corruption , or abuse of, or modification to, the Licensor Software by Licensee or any use of the Licensor Software with any software or equipment not approved in advance in writing by Licensor. 8.2 Licensor warrants that all services that are performed under this Agreement will be performed in a professional and workmanlike manner by qualified personnel, and Licensor has the required skills and experience to perform such services and such warranties shall survive for thirty days following performance of the services. Licensee's sole remedy for breach of a warranty in Section 8.2 shall be to notify Licensor of any breach within ninety (90) day following performance of the services and have Licensor use commercially reaso nable efforts to promptly Ecolane USA, Inc. 940 West Valley Road, Suite 1400, Wayne, PA 19087 4 82 1 -6909-6038.1 610-312-0033 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 DocuSign Envelope ID: CD64977C-17FD-49F0-9672-81 D6326AF370 correct, replace or provide a work around for such breach, at no charge to Licensee, or in Licensor's discretion, provide an equitable refund to Licensee. 8.3 Licensor General Warranties. Licensor represents and warrants that Licensor owns, or has all necessary rights to, the Licensor Software and Documentation, and has all necessary rights and authority to grant the rights granted hereunder to Licensee and to carry out its obligations hereunder. 8.4 Mutual Warranties. Each Party represents and warrants to the other Party: (a) such Party's execution, delivery and performance of this Agreement have been authorized by all necessary corporate acti on, do not violate in any material respect the terms of any law, regulation. or court order to which Licensor is subject, do not violate the terms of any material agreement to which Licensor is a party, and are not subject to the consent or approval of any third party, (b) this Agreement is the valid and binding obligation of such Party, enforceable against Licensor in accordance with its terms, except as may be limited by bankruptcy, insolvency, .reorganization or other similar laws relating to creditors' rights generally, or general equitable principles, (c) such Party is not subject to any pending or, to such Party's knowledge, threatened litigation or governmental action . which could interfere with such Party's performance of its obligations hereunder, and (d) such Party has secured or shall secure all material permits, licenses, regulatory approvals and registrations to perform its obligations hereunder. 8.5 Disclaimer of Warranty. EXCEPT AS SET FORTH IN SECTIONS 8.1 to 8.4, LICENSOR DOES NOT MAKE, AND HEREBY DISCLAIMS, ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NONINFRINGEMENT OF THIRD PARTIES' RIGHTS, AND SECURE, ERROR-FREE OR UNINTERRUPTED OPERATION. 9. CONFIDENTIALITY. 9.1 Confidentiality Obligations. Each Party acknowledges that Confidential Information may be disclosed to the other Party during the course of this Agreement. Each Party agrees that, during and following the term of this Agreement, it shall hold in strict confidence the other Party's Confidential Information and will take reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to (a) prevent use of the other Party's Confidential Information for any purpose other than to carry out its rights and obligations hereunder, and (b) prevent the disclosure of the other Party's Confidential Inform ation, other than to its employees or Contractors who must have access to such Confidential Information for such Party to exercise its rights and perfo rm its obligations hereunder and who each agree to be bound by agreements with a duty of confidentiality no less protective of confidential information than provided herein. 9.2 Exclusions. The Parties' obligations set forth in Section 9.1 shall not apply with respect to any portion of the Confidential Information that: (a) was in the public domain at the time it was disclosed to or observed by the receiving Party; (b) entered the public domain through no fault of the recei ving Party; (c) is rightfully received by the receiving Party from a third party without a duty of confidentiality; (d) is independently developed by the receiving Party without reference to or incorporation of the other Party's Confidential Inform ation; (e) is disclosed in accordance with the state Public Information Act, except that the receiving Party will disclose only such information as is legally required and will use reasonable effo rts to obtain confidential treatment for any Confidential Information that is so disclosed and will provide the disclosing Party notice of such possible disclosure prior to disclosure in order to allow an opportunity for the disclosing Party to contest such disclosure; or (f) is disclosed with the other Party's prior written approval. 9.3 Return of Confidential Information. Each Party agrees to return to the other Party or, at the request and instruction of the disclosing Party, destroy, and certify that it has destroyed, all material embodying Confidential Information (in any form or medium and including, without limitation, all summaries, copies and excerpts of Confidential Inform ation) at any such time as the disclosing Party may so request. 9.4 Public Records. Both parties recog nize and agree to adhere to North Carolina's public records law, set forth at Chapter 132 of the North Carolina General Statutes. Licensor agrees to indemnify and hold harmless Licensee and its officers, employees, and agents from all costs, damagers, and Ecolane USA, Inc. 940 West Valley Road, Suite 1400, Wayne, PA 19087 4821 -6909-6038. J 610-312-0033 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 DocuSign Envelope ID: CD64977C-17FD-49F0-9672-81D6326AF370 expenses incurred in connection with refu sing to disclose any information. Nothing in this agreement is intended to be contrary to these public record laws. 10. INDEMNIFICATION. 10.1 Indemnification by Licensor. Licensor shall to the extent allowed by state law indemnify, defend and hold harmless Licensee, and its offi cers, directors, employees and agents, from and against any and all claims made or threatened by any third party and all related losses, expenses, damages, costs and liabilities, including reasonable attorneys' fees and expenses incurred in investigation or defense ("Damages"), to the extent such Damages arise out of or relate to a third­ party claim that the Licensor Software, Documentation or services provided by Licensor hereunder, or Licensee's use of the same in accordance with this Agreement, infringe, misappropriate, or otherwise violate any third party's U.S. Intellectual Property Rights. Licensor's indemnity obligation shall not extend to claims based on an unauthorized modification, combination or use of the Licensor Software by Licensee. 10.2 Notification of 3rd Party Claims. Licensor will promptly notify Licensee of any threat, warn ing, claim or action against Licensor or suppliers, that could have an adverse impact on Licensee's use of the Licensor Software. 10.3 Remedies. If Licensor informs Licensee or Licensee determines that it must discontinue use of the Licensor Softwa re, the Documentation, or any service furnished under this Agreement because of an existing or anticipated claim, or adjudication, that the Licensor Softwa re, Documentation, or service infringes, misappropriates or otherwise violates any intellectual property right of a third party, Licensor, at its own expense and in its reasonable discretion, shall either: (a) secure for Licensee the right to continue using the Licensor Softwa re, Documentation, or service; (b) replace or modify the Licensor Softwa re, Documentation, or service to make it non-infringing; provided, however, that such modification or replacement shall not degrade the operation or performance of the Licensor Softwa re, Documentation, or service; or if Licensor determines (a) or (b) to be commercially unreasonable, then (c) refund to Licensee any unamortized portions of the fees paid by Licensee, based on a straight line amortization over the initial term of this Agreement. 10.4 10.5. Defense and Settlement. A Party seeking indemnity ("Indemnified Party") shall provide the other Party ("Indemnifying Party") prompt notice of any such claim made against it for which it is entitled to indemnity hereunder. Each party shall coope rate with the other party and in the defense of any such claim, suit or proceeding, including appeals, negotiations and any settlement or compromise thereof, provided that Indemnifying Party shall control the defense, negotiations and settle ment or compromise thereof and shall keep the Indemn ified Party informed of the proceedings and review and consider input from the Indemnified Party; provided, that Indemnified Party shall be given the right to consent to the terms of any settlement or compromise with respect to such matter, and such approval shall not be unreasonably withheld by Indemnified Party. 11. EXPORT CONTROL. The Parties agree that Licensee shall not, and shall not permit, use of the Licensor Software and Documentation outside of the United States and Canada. To the extent Licensee seeks to use Licensor Software and Documentation outside of the United States and Canada, Licensee shall be solely respo nsible for full compliance with all export and import laws and restrictions and regu lations of any United States or foreign agency or authority and shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to the same. 12. NOTICES. Any notice, approval, request, authorization, direction or other communication under this Agreement will be given in English in writing and will be deemed to have been delivered and given for all purposes (i) on the delivery date if delivered by confirmed facsimile; (ii) on the delivery date if delivered personally to the party to whom the same is directed; (iii) one business day after deposit with a commercial overnight carrier, with written verification of receipt; or (iv) five business days after the mailing date, if sent by U.S. mail, return receipt requested, postage and charges prepaid, or any other means of rapid mail delivery for which a receipt is available. Licensor's and Licensee's Addresses for receipt of notices are provided on Exhibit A 13. TERM AND TERMINATION. Ecolane USA, Inc. 940 West Valley Road, Suite 1400, Wayne, PA 19087 610-312-0033 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 PocuSign Envelope ID: C064977C-17FD-49F0-9672-8106326AF370 expenses incurred in connection with refusing to disclose any information. Nothing in this agreement is intended to be contrary to these public record laws. 10. INDEMNIFICATION. 10.1 Indemnification by Licensor. Licensor shall to the extent allowed by state law indemnify, defend and hold harmless Licensee, and its officers, directors, employees and agents, from and against any and all claims made or threatened by any third party and all related losses, expenses, damages, costs and liabilities, including reasonable attorneys' fees and expenses incurred in investigation or defense ("Damages"), to the extent such Damages arise out of or relate to a third­party claim that the Licensor Software, Documentation or services provided by Licensor hereunder, or Licensee's use of the same in accordance with this Agreement, infringe, misappropriate, or otherwise violate any third party's U.S. Intellectual Property Rights. Licensor's indemnity obligation shall not extend to claims based on an unauthorized modification, combination or use of the Licensor Software by Licensee. 10.2 Notification of 3rd Party Claims. Licensor will promptly notify Licensee of any threat, warning, claim or action against Licensor or suppliers, that could have an adverse impact on Licensee's use of the Licensor Softwa re. 10.3 Remedies. If Licensor informs Licensee or Licensee determines that it must discontinue use of the Licensor Software, the Documentation, or any service furnished under this Agreement because of an existing anticipated claim, or adjudication, that the Licensor Softwa re, Documentation, or service infringes, misappropriates or otherwise violates any intellectual property right of a third party, Licensor, at its own expense and in its reasonable discretion, shall either: (a) secure for Licensee the right to continue using the Licensor Softwa re, Documentation, or service; (b) replace or modify the Licensor Softwa re, Documentation, or service to make it non-infri nging; provided, however, that such modification or replacement shall not degrade the operation or performance of the Licensor Softwa re, Documentation, or service; or if Licensor determines (a) or (b) to be commercially unreasonable, then (c) refund to Licensee any unamortized portions of the fees paid by Licensee, based on a straight line amortization over the initial term of this Agreement. 10.4 10.5. Defense and Settlement. A Party seeking indemnity ("Indemnified Party") shall provide the other Party ("Indemnifying Party") prompt notice of any such claim made against it for which it is entitled to indemnity hereunder. Each party shall cooperate with the other party and in the defense of any such claim, suit or proceeding, including appeals, negotiations and any settlement or ·compromise the reof, provided that Indemnifying Party shall control the defense, negotiations and settlement or compromise thereof and shall keep the Indemnified Party informed of the proceedings and review and consider input from the Indemnified Party; provided, that Indemnified Party shall be given the right to consent to the terms of any settlement or compromise with respect to such matter, and such approval shall not be unreasonably withheld by Indemnified Party. 11. EXPORT CONTROL. The Parties agree that Licensee shall not, and shall not permit, use of the Licensor Software and Documentation outside of the United States and Canada. To the extent Licensee seeks to use Licensor Software and Documentation outside of the United States and Canada, Licensee shall be solely responsible for full compliance with all export and import laws and restrictions and regulations of any United States or foreign agency or authority and shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to the same. 12. NOTICES. Any notice, approval, request, authorization, direction or other communication under this Agreement will be given in Eriglish in writing and will be deemed to have been delivered and given for all purposes (i) on the delivery date if delivered by confirmed facs imile; (ii) on the delivery date if delivered personally to the party to whom the same is directed; (iii) one business day after deposit with a commercial overnight carrier, with written verification of receipt; or (iv) five business days after the mailing date, if sent by U.S. mail, return receipt requested, postage and charges prepaid, or any other means of rapid mail del ivery for which a receipt is available. Licensor's and Licensee's Addresses for receipt of notices are provided on Exhibit A 13. TERM AND TERMINATION. Ecotane USA, Inc. 940 WestValley Road, Suite 1400, Wayne, PA 19087 4821 -6909-6038. l 610-312-0033 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 13.1 Term. Unless terminated earlier in accordance with Section 13.2, this Agreement shall remain in effect for the applicable term or terms set forth on Exhibit A, as the term or terms may vary for the license to the Licensed Software and Documentation and the Support Services or other services. The term of the agreement will commence upon contract signing and will continue for as long as license fees are maintained. In the case where the base agreement expires and neither party has extended the said base agreement, this agreement will renew automatically each year, until a new agreement is signed. 13.2 Termination; Effect of Termination. A Party may terminate this Agreement prior to the expiration of an applicable term as follows: (a) if the other Party breaches a material obligation under this Agreement, and fails to cure such breach within thirty (30) days from the date it receives from the non-breaching Party a written notice of the breach and a demand for cure, (b) immediately by written notice if the other Party (i) materia lly breaches Section 9, or (ii) files a petition in bankruptcy, makes a general assignment for the benefit of its creditors, has a receiver appointed or applied for it, or winds up or liquidates. Upon term ination, Licensee shall return the Licensor Software and Documentation to Licensor, and pay all accrued but unpaid fees and expenses, provided, this shall in no way limit any legal or equitable remedies that Licensor may be entitled to. Any fees paid by Licensee for services note performed by Licensor as of the termination date will be refunded, within 90 days following termination. 14. SURVIVAL. Sections 1, 2.2, 4, 8.5, 8.6, 9, 10, 12, 13, 14 and 15 shall survive termination of this Agreement for any reaso n. 15. GENERAL 15.1 15.2 Independent Contractors. In perfo rming this Agreement, the Parties are independent contractors, and nothing contained in this Agreement shall be construed or implied to create an agency, partn ership or employer and employee relationship between the Parties. Except as expressly set forth in this Agreement, at no time shall either Party make commitments or incur any charges or expenses for, or in the name of, the other Party. 15.3 Assignment. Neither Party may assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of the other Party, such consent not to be unreasonably with held; provided that in the event of a change in control of a Party, except for a change of control of Licensee to a direct or indirect competitor of Licensor, either Party shall have the right to assign this Agreement to a successor who acquired substantially all of the assets or equity of such Party. Subject to the foregoing, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties hereto and their respective successors and perm itted assigns. Notwithsta nding the foreg oing, Licensor may subcontract the perform ance of any or all of its obligations under this Agreement, provided it remains directly liable to Licensee. 15.4 No Third-Party Beneficiaries. The Parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the Parties, their successors and permitted assigns. Nothing in this Agreement, whether express or implied, shall confer upon any person or entity, other than the Parties, their successors and perm itted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement. 15.5 Severability/Waiver. If any provision in this Agreement should be held illegal or unenforceable by a court having ju risdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. A waiver by either Party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. 15.6 Dispute Resolution. In the event any controversy or claim arises in connection with any provision of this Agreement, or in connection with the rights or obligations of the Parties to this Agreement, the Parties shall try to settle their differences amicably between themselves by referring the disputed matter to the appropriate executives at the Director level or higher for discussion and resolution. Either Party may initiate such informal dispute resolution by sending written notice of the dispute to the other Party, and as soon as possible but no later than fifteen (15) days after such Ecolane USA, Inc. 940 West Valley Road, Suite 1400, Wayne, PA 19087 4821 -6909-6038. I Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 DocuSign Envelope ID: CD64977C-17FD-49F0-9672-81D6326AF370 notice such representatives of the Parties shall meet for attempted resolution by good faith negotiations. If such representatives are unable to resolve such dispute within thirty (30) days of initiating such negotiations, either Party may seek the remedies available to such Party under law. The parties agree that the State of North Carolina shall be the venue where disputes are settled . 15.7 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of North Carolina, without regard to its conflicts of law principles or to the United Nations Convention on Contracts for the International Sale of Goods. For purposes of all claims brought under this Agreement, each . Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in State of North Carolina. 15.8 Fcirce Majeure. Neither Party will be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of circumstances beyond the reasonable control of such Party including acts of God, acts of any governmental or supra-national authority, war or national emergency, riots, civil commotion, fire, explosion, flood, epidemic, lock-outs (whether or not by that Party), strikes and other industrial disputes (in each case, whether or not relating to that Party's workforce), restraints or delays affecting shipping or carriers, inability or delay in obtaining supplies of adequate or suitable materials and currency restrictions. 15.9 Headings; Interpretation. The headings in this Agreement are inserted merely for the purpose of convenience and shall not the meaning or interpretation of the Agreement. The expression "person" means any individual, entity, partnership, association, governmental body or the like. The words "include", "includes", "including" and "included" will be construed without limitati on . This Agreement shall be construed fairly according to its terms, without regard to the identity of the drafter of any provision in the Agreement. 15.10 Counterparts; Facsimile. This Agreement may be executed in cou nterparts, each of which shall be deemed to be.an original and all of which when taken together shall constitute one agreement. Facsimile signatures shall be deemed original signatures. 15.11 Publicity. Licensor shall not make any public statements regarding the existence of this Agreement nor the relationship described herein, without the prior written consent of the other Party, except as required by law or as otherwise provided for herein. Notwithsta nding the foreg oing, Licensor shall have the right to use Licensee's name in customer lists that identify a substantial number of Licensor's customers, and Licensor shall provide a copy of any such listing to Licensee to the extent distributed to any third parties. [Remainder of page intentionally left blank] Ecolane USA, Inc. 940 West Valley Road, Suite 1400, Wayne, PA 19087 4821 -6909-6038. I 610-312-0033 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 DocuSign Envelope ID: CD64977C-17FD-49F0-9672-81 06326AF370 notice such representatives of the Parties shall meet for aitempted resolution by good faith negotiations. If such representatives are unable to resolve such dispute within thirty (30) days of initiating such negotiations, either Party may seek the remedies available to such Party under law. The parties agree that the State of North Carolina shall be the venue where disputes are settled. 15.7 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of North Carolina, without regard to its conflicts of law principles or to the United Nations Convention on Contracts for the International Sale of Goods. For purposes of all claims brought under this Agreement, each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in State of North Carolina. 15.8 Force Majeure. Neither Party will be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as req uired by this Agreement as a result of circumstances beyond the reaso nable control of such Party including acts of God, acts of any governmental or supra-national authority, war or national emergency, riots, civil commotion, fire, explosion, flood, epidemic, lock-outs (whether or not by that Party), strikes and other industrial disputes (in each case, whether or not relating to that Party's workforce), restraints or delays affecting shipping or carriers, inability or delay in obtaining supplies of adequate or suitable materials and cu rrency restrictions. 15.9 Headings; Interpretation. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of the Agreement. The expression "person" means any individual, entity, partnership, association, governmental body or the like. The words "include", "includes", "including" and "included" will be construed without limitation . This Agreement shall be construed fairly accord ing to its terms, without regard to the identity of the drafter of any provision in the Agreement. 15.1 O Counterparts; Facsimile. This Agreement may _be executed in counterparts, each of which shall be deemed to be.an original and all of which when taken together shall constitute one agreement. Facsimile signatures shall be deemed original signatures. 15.11 Publicity. Licensor shall not make any public statements regard ing the existence of this Agreement nor the relationship described herein, without the. prior written consent of the other Party, except as required by law or as otherwise provided for herein. Notwithstanding the foregoing, Licensor shall have the right to use Licensee's name in customer lists that identify a substantial number of Licensor's customers, and Licensor shall provide a copy of any such listing to Licensee to the extent distributed to any third parties. {Remainder of page intentionally left blank] Ecolane USA, Inc. 940 West Valley Road, Suite 1400, Wayne, PA 19087 J 510-312-0033 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 DocuSig� Envelope ID: CD64977C-17FD-49F0-9672-81 D6326AF370 IN WITNESS WHEREOF, each Party has caused this Software License & Services Agreement to be executed by its authorized representative to be effective as of the date hereof. Ecolane USA Inc. fs�"���: ()range County : S1gnature: ___ �L'.'==te'BsF'fFF"''""""''"'"""""'=""··· _____ Signature: ______________ _ Printed Name: =S�te�v�e�R�o�s�s�------­ Title�: --�,--,ieC"SEac0��--------11/9/2018 Date: _______________ _ Printed Name: ____________ _ Title: Date: [Remainder of page intentionally left blank] Ecolane USA, Inc. 940 West Valley Road, Suite 1400, Wayne, PA 19087 4821-6909-6038.1 61 0-312-0033 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 DocuSign Envelope ID: CD64977C-17FD-49F0-9672-81 D6326AF370 EXHIBIT A License Terms This Exhibit A is ·made part of and incorporated in that certain Software License & Services Agreement ("Agreement"), dated August 14,2018, by and between Ecolane USA Inc., a Delaware corporation ("Licensee" or "Ecolane"), and _Orange County Public Transportation ("Licensee" or "Customer"). A. Pricing/Payment TRANSIT AGENCY NAME Orange County Public Tranportation DATE 06101/2018 PIUJECT Demand Pesponse & Fixed R?ute ADDSESS 600 Highway 86 North CITY/STATE/ZIP Hillsborough.NC 27278 PHONE 919-245-2007 E-MAIL tlet man@orangecountync.gov BUSINESS DEVB.OPMENT DIRECTOR R3cl1el le Jezbera E-MAIL rachelle.iezbera@ecolane.com PHONE Office: 202-309-4968 ATTENTION Theo Letman Eco lane I 940 WValley Rd, Suite 1400 I wayne, PA 19087 844-ECO-LANE I 610-312-0033 I SA.LES@ECOI..ANE.Cc».-1 Initial Licenses QUANTITY DESCRIPTION 12 Ecolane ORT Software License (per vehicle) (unlimited users) 1 Map Data Conversion for R::n.rting 12 Ecolane MDT Software License (per vehicle) Order Importer module to import State•SI.fedicBTd broker trips for 1 schedulina Initial licenses subtotal Initial license discount Initial license cost with dis count applied Addit ional items QUANTITY DESCRIPTION 12 7-8" Android tablet (similar to a Samsung Galaxy Tab E, 8"tablet) (per unit)(+$100 for 10"tablets) 12 Mounting Hardware -(2 ball mounts, 1 arm (RAM-101 U),otter box case.car charger and cord) (per unit) (Locking hardware is +$100 per unit) 12 Installation of Hardware in vehicles Additional items subtotal Services QUANTITY DESCRIPTION 12 Conversion of Data and Remote set up of Ecolane ORT and MOT software (8 hr. work days) Includes remote training 15 Onsite Training!Go-live days (8 hr. work days) 4 Travel for# of Onsite Trips indicated (Onsite Survey, Training/Go-live and 6 month training refresh) SeNices subtotal Annual Licensing Year 1 QUANTITY DESCR IPTION 12 All Inclusive Annual Licensing plan includes all items below (per vehicle): UNIT PRICE $1 ,700.00 $0.00 $1,700.00 $19,995.00 UNIT PRICE $294.00 $199.00 $275.00 UNIT PRICE $990.00 $990.00 $2,700.00 UNIT PRICE Included AMOUNT $20,400.00 Included $20,400.00 $1 9,995.00 $60,795.00 50% $30,397.50 AMOUNT $3,528.00 $2,388.00 $3,300.00 $9,216.00 AMOUNT $11 ,880.00 $14,850.00 $10,800.00 $37,530.00 AMOUNT Included DATEPRCEEXPIRES Server Maintenance Hosting Costs Ecolane USA, Inc. 940 West Valley Road, Suite 1400, Wayne, PA 19087 4821 -6909-6038. I Included Included 610-312-0033 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 .DocuSign Envelope ID: CD64977C-17FD-49F0-9672-81 D6326AF370 EXHIBIT A License Terms This Exhibit A is made part of and incorporated in that certain Software License & Services Agreement ("Agreement"), dated August 14,2018, by and between Ecolane USA Inc., a Delaware corporation ("Licensee" or "Ecolane"), and _ Orange County Public Transportation ("Licensee" or "Customer"). A. Pricing/Payment TRA.NSIT AGENCY NAME Orange County Public 'Tranportation DATE 06/01/2018 PROJECT Demand Response & Fixed Rout e AOORESS 600 Highway 86 North CllY/STATE/ZJP Hillsborough, NC 27278 91 9-245-2007 6-MAIL tletm an@or anqecountync.gov BUSINESS DEVB..OPMENT DlftCTOR Rachelle Jezbera E-MAIL rachel1e.jezbera@8co1ane.com PHONE Office: 202-309-4968 ATTENTION Theo Letman DATE PRICE EXPIRES Ecolane I 940 WValley Rd, Suite 1400 I VVayne, PA 19087 844-ECO-LANE I 610-312-0033 I SALES@ECOLANE.COM Initial Licenses QUANTITY DESCRIPTION Ecolane DRT Software License (per vehicle) (unlimited users) Map Data Conversion for Routing 12 Ecolane MDT Software License (per vF!hic:le) ·--Order Importer modU!e t0 Tini,Cirt-sia\e'S l4"eCffCaT(fbr"Ok"e'rti--i ps for schedulino Initial licenses subtotal Initial license discoun t% Initial license cost with discount applied Additional items QUANTllY DESCRIPTION 7-8" Android tablet (similar to a Samsung Galaxy Tab E, 8"tablet) (per uni\)(+$100 for 10''Iab)els) Mounting Hardware-(2 ball mounts, 1 arm (RAM-101U).otter box case.car charger and cord) (per unit) (Locking hardware is +$100 per unit) Installation of Hardware in vehicles Additional items subtotal Services QUANTITY DESCRJPTION Conversion of Data and Remote set lip of Ecolane ORT and MDT software (8 hr. work days) Includes remote training OnsiteTrainingfGo--live days {8 hr. work days) 4 Travel for# of Onsite Trips indicated (Onsite SuNey, Training/Go-live and 6 month trainina refresh) Services subtotal Annual Licensing Year 1 QUANTllY DESCRIPTION All Inclusive Annual Licensing plan includes all items below (per vehicle): Server Maintenance Hosting Costs Eco!ane USA, Inc. 940 West Valley Road, Suite 1400, Wayne, PA 19087 4821 -6909-6038. I UNIT PRICE AMOUNT $1,700.00 $20,400.00 $0,00 Included $1 ,700.00 $20,400.00 -------------�---------·--·-·-·· --··-·-·---$19,995.00 $1 9,995.00 $60,795.00 50% $30,397.50 UNIT PRJCE AMOUNT $294.00 $3,528.00 $1 99.00 $2,388.00 $275.00 $3,300.00 $9,216.00 UNIT PRJCE AMOUNT $990.00 $11,880.00 $990.00 $1 4,850.00 $2,700.00 $1 0,800.00 $37,530.00 UNIT PRICE AMOONT Included Included Included Included 610-312-0033 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 DocuSig� Envelope ID: CD64977C-17FD-49F0-9672-81D6326AF370 PRICINGTERfvlS 2417/365 Support via web, email and phone 75% at spin up of Ecol ane 20¾d:.oeat completion of 5%dueupon syStem acceptance Map Updates Upgrades*• and Updates Free monthlywebinar training and access to Ahal Idea portal to help drive !Jinctionalil.YlQ,r new develooment for Ecolane Annual licensing year 1 subtotal PLEASE NOTE! Ec olane offers a MONEY BACK GUARANTEE that provides our software for free in the event you do not see an increase in rides per hour productivity over your current software provider solution. In order to give this guarantee.we will review your syst em, ask that you follow the Ecolane training methods and use the Ecolane Syst em Productivity report to establish the productivity amounts regularly. We will jointly create language to memorialize this provision in the software license agreement. Included Included Included Included Included SUBTOTAL $77,143.50 TOTAL SYSTEM PURCHASE COSTS $77,143.50 FORYEAR1 An nual Licensing for years 2-5 (per year) I Please ask your Biz Dev Director about pre-paid mai ntenance discounts! QUANTITY DESCRI PTION UNIT PRICE AMOUNT 12 All Inclusive Annual Licensing plan includes all items below (per vehicle): $253.31 $3,039.75 Server Maintenance Included . --,. ········� Hosting Costs Included 24/7/365 Support via web, email and phone Included Map Updates Included ...... Upgrades .. and Updates Included Free monthly webinar training and access to Aha! Idea portal to help Included drive functionality for new development for Eco lane Annual licensingyears 2-5 subtotal (per year) $3,039.75 FOR $12,159.00 YEARS 2-5 . 06/01/2018 Ryan Larsen, Senior Vice President Date Opt ional Items I Please ask your Biz Dev Di rector for more info about these great options to help your agency grow! QUANTITY DESCRI PTION INITIAL COST ANN UAL LICENSE COST Rider Rem inder Options" SMS Text Messaging Arrival Notification License *** (Includes 1 Ok of SMS Text msg credit to start that never expires) (Initial License cost, flat rate) Ecolane USA, Inc. 940 West Valley Road, Suite 1400, Wayne, PA 19087 482 1 -6909-603 8. l $19,995.00 $999.75 61 0-312-0033 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 DocuSign Envelope ID: CD64977C-17FD-49F0-9672-8 1D6326AF370 SMS Text message credit bundle (1 0,000/bundle) (Never expires until used $1 ,500.00 up com pletely) Self Service Trip Bookings App with credit card payment capabilities for 1 trips (3rd party charges will apply)**• (Initial License cost, flat rate) UDI/ Eco lane IVR lnterf ace ••• (3rd party charges will apply) (Initial License cost, fl,at rate) Additional MDT Software Modules 1 Pre/Post Trip functionality on MOT*""* (Initial License cost, flat rate) Electronic Signature Capture functionality on MOT••• (Initial License cost, per vehicle) Veh icle Hardware Mounting Hardware -(2 ball mounts, 1 arm (RAM-1 01 U), otter box case, car charger and cord) (per unit)( +$100 for locking units) 7-8" Android tablet (similar to a Samsung Galaxy Tab E, B"tablet) (per unit) (+$100 for 1 0" tablets) Additional DRT Software Modules Self Service Trip Bookings IJ"',kbsite *** (Initial License cost, flat rate) GTFS Coordination Transit module**"' (Initial License cost, flat rate) 1 Alexa Booking Integration *** (Initial License cost, flat rate) 1 Customer Service and Feed back module*** (Initial License co�t. flat rate) Additional Trai ning Possibilities Each additional \tveek onsite over standard 2 weeks Training/Go-live Support (includes travel) Annual Review 3 Days (Includes travel) THIS PROPOSAL INCLUDES THE CONDITIONS NOTED Implementation/Training assumes 8 hrs . per day on-site excluding weekends and holidays. $29,995.00 $1 9,995.00 $1 9,995.00 $200,00 $1 99,00 $294.00 $19,995.00 $19,995.00 $29,995.00 $6,995.00 $8,700.00 $6,300.00 All prices are in US dollars. All applicable sales/use taxes are additional and payment of such is the sole responsibility of the purchaser $1,499.75 $999,75 $999,75 $10.00 $999,75 $999,75 $1 ,499.75 $349,75 Customer may purchase Android tablets and airtime for Tablets through cellular provider. Prices for Tablets range from SO to $499 depending on carrier, Please coordinate your cellular provider/tablets with Ecolane prior to ordering hardware. *Data plan does not include web browsing, etc. 2GB data plan is more than sufficient for the Eco lane Touchscreen MDT Software and Navigation. Agency is responsible for any overages . Upgrade and webinar training is included for upgrades, additional on site or new employee training is charged at Refresher Training rate plus travel as applicable. *** All �tional item license costs include annual hosting, support & fees due 1 year from contract signing set at: 5% B. Term of License; Term of Support The term of the Software License shall be from the License Date through __§_ full years of use. The terms of the Support Services shall be from the License Date through __§_ full years of use. The term outlined above will renew ann ually on the license date above, unless renegotiated by both parties or terminated by Licensee with a mini.mum of 60 days' notice. C. DeHvery & Access Terms: Ecolane USA, Inc. 940 West Valley Road, Suite 1400, Wayne, PA 19087 482 1 -6909-6 038. I 610-31 2-0033 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 .DocuSign Envelope ID: CD64977C-17FD-49F0-9672-8106326AF370 SMS Text message credit bundle (10,000/bundle) (Never expires until used up completely) 1 $1 ,500.00 Self Service Trip Bookings App with credit card payment capabilities for trips (3rd party charges will apply)••• (Initial License cost, flat rate) 1 1 UDI/ Eco lane IVR Interface ...,. (3rd party charges will apply) (Initial License cost, fl_at rate) Pre/ Post Trip functionality on MOT*** (Initial License cost, flat rate) Electronic Signature Capture functionality on MDT *** (Initial License cost, per vehicle) Vehicle Hardware 1 1 Mounting Hardware -(2 ball mounts, 1 arm (RJ\M-101 U),otter box case, car charger and cord) (per unit}(+$100 for locking units) 7-8" Android tablet (similar to a Samsung Galaxy Tab E, 8"tablet) (per unit) (+$100 for 1 O" tablets) 1 Self Service Trip Bookings We bsite*** (Initial License cost, flat rate) 1 GTFS Coordination Transit module*** (Initial License cost, flat rate) 1 Alexa Booking Integration ••• (Initial License cost, flat rate) 1 Customer Service and Feed back module*"* (Initial License co�t, flat rate) 1 1 Eac� additional We ek onsite over standard 2 weeks Training/Go-live Support (includes travel) Annual Review 3 Days (Includes travel) THIS PROPOSAL INCLUDES THE CCN DITIONS NOTED: lrnplernentation/Training assumes 8 hrs. per day on-site excluding weekends and holidays. $29,995.00 $1 ,499.75 $19,995.00 $999.75 $19,995.00 $999.75 $200.00 $10.00 $199.00 $294.00 $19,995.00 $999.75 $19,995.00 $999.75 $29,995.00 $1,499.75 $6,995.00 $349.75 $8,700.00 $6,300.00 All prices are in US dollars. All applicable sales/use taxes are additional and payment of such is the sole responsibility of the purchaser. Customer may purchase Android tablets and airtime Tablets through cellular provider. Prices for Tablets range from to $499 depending on carrier. Please coordinate your cellular provider/tablets with Ecolane prior to ordering hardware. •oat a plan does not include web browsing, etc. 2GB data plan is more than sufficient for the Eco lane Touchscreen MDT Software and Navigation. Agency is responsible for any overages. **Upgrade and webinar training is incl uded for upgrades, additional on site or new employee training is charged at Pefresher Training rate plus travel as applicable. **' All Optional item license costs include annual hosting, support & fees due 1 year from contract signing set at: 5% The term of the Software License shall be from the License Date through .Jj_ full years of use. The terms of the Support _Services shall be from the License Date through .Jj_ full years of use. The term outlined above will renew annually on the license date above, unless renegotiated by both parties or terminated by Licensee with a minimum of 60 days' notice. Ecolane USA, Inc. 940 West Valley Road, Suite 1400, Wayne, PA 19087 482I-6909-6038. I 61 0-31 2-0033 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 DocuSig� Envelope ID: CD64977C-17FD-49F0-9672-81D6326AF370 Delivery of the System. Licensor commits to delivery of the Licensor Software in the timefra me set forth in Section 3 and it shall be deemed fully delivered when the Licensor Software conforms to the Documentation in all material respects; provided, if there are issues preve nting Licensor Software from conform ing to the Documentation in all material respects, Licensor will seek to remedy the issues as soon as commercially practicable, and provided, further, if Licensee uses the Licensor Software for 14 days in a live environment, then any such issues shall be deemed waived. System Access. Standard hours of Licensee operation_s are from _7 _ AM to _6_ PM, __ Sunday through Saturday, Eastern time zone. The Licensor Software is expected to be available for use from one hour before to one hour after the standard hours; provided Mobile Modules are expressly excluded from the Licensor Software downtime counting, meaning that any downtime experienced by a Mobile Modules is not counted as system downtime. The downtime means a "Critical" level problem as defined in the Support Services. D. Addresses for Notices: For Ecolane ("Licensor"): Ecolane USA Inc. 940 West Valley Road, Suite 1400 Wayne, PA 19087 Licensor has right to change the add ress for notifications by notifying Licensee by the means set up in Section 12 of th is contract. For :o range Coun)y Public Transportation: ("Licensee"): Atte ntion: [Remainder of page intentionally left blank] Ecolane USA, Inc. 940 West Valley Road, Suite 1400, Wayne, PA 19087 610-312-0033 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 DocuSign Envelope ID: CD64977C-17FD-49F0-9672-81 D6326AF370 EXHIBIT B SUPPORT SERVICES/SERVICE LEVEL AGREEMENT This Exhibit B is made part of and incorporated in that certain Software License & Services Agreement ("Agreement"), dated August 14, 2018, by and between Ecolane USA Inc., a Delaware corporation ("Licensor" or "Ecolane"), and Orange County Public Transportation ("L icensee" or "Customer"). Overview Ecolane's Support Services are set forth in this Service Level Agreement. During the term of this Agreement, Ecolane will provide the following support services if the Licensor Software· does not operate substantially in accordance with the Documentation. Support will be handled via phone, email, and the internet when Ecolane support perso nnel are not at the customer site. The infrastructure for this plan is a request tracking system used to facilitate the process of tracking and resolving customer needs and issues. Every service request is logged into the system and is accessible by Ecolane support representatives. Assignment of Service Request Severity When a customer has opened a service request and reaches customer support, the Ecolane associate will assess the severity of the request based on the customer's description of the issue. The severity of the service request will be recorded at support.ecolane.com. Table 1 below describes the definitions used in identifying and assigning a severity to the customer's reported issue. 1$1lv.�rity';:' Criteria ·. Customer's production system is down Critical Ecolane product is unusable resulting in total disruption of work or other critical business impact. No workaround is available Major feature/fu nction failure High Operations are severely restricted A workaround is available Minor feature/fu nction failure Medium Product does not operate as designed, minor impact on usage, acceptable workaround deJJloyed Low Minor issue Documentation,_general information, enhancement reg uest, etc . Response and Resolution Targets Ecolane Customer Support response and resolution targets are described below: Response: When Ecolane Customer Support receives a support request, a support engineer will provide feedback to the customer that the request has been logged and assigned to the appropriate resource. The exact response (described below) will vary depending on the support method used by the customer, and the response time will commence as soon as the support request is received and Ecolane has a clear understanding, the ability to reproduce or identify from the system log the issue at hand (support request) Web: Ecolane will assign a status and severity and update the service request to let the customer know the request has been received. A Service Request ID # will be assigned immediately when the su pport request is submitted from the Web. E-Mail: An automated e-mail reply will be sent im mediately after receiving the e-mail request. Ecolane will reply to the e-mail with a Service Request ID # and a time frame when to expect a response or contain a request for additional information. Phone: Ecolane will answer the call or respond to a call that has gone to voice mail, document product specific information in the service request, provide the customer with a Service Request ID # and begin support activities. Including a roll back to an earlier version if possible and it is likely to solve the issue. Ecolane staff will be available for contact between 8 AM and 5 PM EST. Resolution: An answer, fix or a satisfactory workaround to the support request Solution: The long-term resolution to the support request, issue or question. Ecolane USA, Inc. 940 West VaJJey Road, Suite 1400, Wayne, PA 19087 610-312-0033 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 EXHIBIT B SUPPORT SERVICES/SERVICE LEVEL AGREEMENT This Exhibit B is made part of and incorporated in that certain Software License & Services Agreement ("Agreement"), dated August 14, 2018, by and between Ecolane USA Inc., a Delaware corporation ("Licensor" or "Ecolane"), and Orange County Public Transportation ("Licensee" or "Customer"). Overview Ecolane's Support Services are set forth in this Service Level Agreement. During the term of this Agreement, Ecolane will provide the following support services if the Licensor Software· does not operate substantially in accordance with the Documentation. Support will be handled via phone, email, and the internet when Ecolane support personnel are not at the customer site. The infrastructure for this plan is a request tracking system used to facilitate the process of tracking and resolving customer needs and issues. Every service request is logged into the system and is accessible by Ecolane support representatives. Assignment of Service Request Severity When a cu�tomer has opened a service request and reaches customer �upport, the Ecolane associate will assess the severity of the request based on the customer's description of the issue. The severity of the service request will be recorded at su pport.ecolane.com. Table 1 below describes the definitions used in identifying and assigning a severity to the customer's reported issue. · .• ,::�;-;t:1•:/�¾'li�J ii'· Customer's production system is down Critical • Ecolane product is unusable resulting in total disruption of work or other critical business impact. • No workaround is available Major feature/fu nction failure High • Operations are severely restricted A workaround is available Minor feature/function failure Medium • Product does not operate as designed, minor impact on usage, acceptable workaround de�loyed Low Minor issue Documentation, general information, enhancement request, etc . Response and Resolution Targets Ecolane Customer Support response and resolution targets are described below: I Response: When Ecolane Customer Support receives a support request, a support engineer will provide feedback to the customer that the request has been logged and assigned to the appropriate resource. The exact response (described below) will vary depending on the support method used by the customer, and the response time will commence as soon as the support request is received and Ecolane has a clear understanding, the ability to reproduce or identify from the system log the issue at hand (support request) Web: Ecolane will assign a status and severity and update the service request to let the customer know the request has been received. A Service Request ID # will be assigned immediately when the su pport request is submitted from the Web. E-Mail: An automated e-mail reply will be sent immediately after receiving the e-mail request. Ecolane will reply to the e-mail with a Service Request ID # and a time fra me when to expect a response or contain a request for additional information. Phone: Ecolane will answer the call or respond to a call that has gone to voice mail, document product specific information in ·the service request, provide the customer with a Service Request'ID # and begin support activities. Including a roll back to an earlier version if possible and it is likely to solve the issue. Ecolane staff will be available for contact between 8 AM and 5 PM EST. Resolutio n: An answer, fix or a satisfactory workaround to the support request Solution: The long-term resolution to the support request, issue or question. Ecolane USA, Inc. 940 WestValley Road, Suite 1400, Wayne, PA 19087 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 DocuSig� Envelope ID: CD64977C-17FD-49F0-9672-81D6326AF370 Critical High 1 Business Hours 8 Business Hours Medium 24 Business Hours Low 72 Business Hours Within 4 hours from actual response • Satisfactory workaround is provided • .Product patch is provided • Fix incorporated into future release • Fix or workaround incorpo rated into Solution Library Within 36 hours • Satisfactory workaround is provided from actual response Within 15 Business Days • Produ'ct patch is provided • Fix incorporated into future release • Fix or workaround incorpo rated into Solution Library • Answer to question is provided • Satisfactory workaround is provided • Fix or workaround incorporated into Solution Library • Fix incorporated into future release Within 30 • Answer to question is provided through FAQ, Knowledge Base, Business Days or through trained customer subject matter experts (SME) • Fix or workaround incorporated into Solution Library Ecolane USA, Inc. 940 West Valley Road, Suite 1400, Wayne, PA 19087 482 I -6909-603 8. I 610-31 2-0033 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 DocuSign Envelope ID: CD64977C-17FD-49F0-9672-81 D6326AF370 Assignment of Service Request Status Wh e n a custo me r con tacts Ecola ne Custome r Suppo rt a nd requests he lp to re sol ve a question or a n issue , a service request is o pe n e d. The fo llowing table d escribes the possible status that m a y be assigned to a se rvice request. Open A service reque st has just been submitted. I t may b e assigne d to a n individua l or a queue. Ecola ne ha s not respo nded Y,..:ec..ct...cto"-'c"'u""s.;cto"m=e ccr. ___________________ ---l Responded Ecola ne has responded to th e custo mer reg a rding t h e rece ipt of th e se rvice reque st a nd is l---------1-:::ac:::t,::i v:..,e::,I pursuing,----'-a-'-r-'-e-'-so'-1-"u"ti-'-o"n'-. ----------------------------1 On Hold Ecolane is n ot activ e ly working o n the re solutio n of th e se rvice requ est. G e nera lly, this is due to information pending from the submitte r of the service request. Howeve r, se rvice requests l----------1-:.:.m:.:::ay be put o n ho ld for other reasons a s well. More Info Required Closed Eco la ne is wa iting fo r m o re informa tio n to be a ble to clearly understa nd, have the a bility to reproduce o r ide ntif fro m th e syste m log,_:::t h:.::e:...i:::s:::s:::u e:::...::a:.:.t.:.h:::ae:n:::dc:... --------------1 Clo sed status refl ects th at: • The custo mer and th e Ecol a ne agre e th at a satisfa cto ry resolutio n ha s been provided, or • Th e custo mer understands th at there is not a solutio n to the issue at h a nd, a nd th e issue is n ot a result of a product d efect, o r • Ecolane has m a de multiple atte mpts to co ntact th e custome r that op en ed the log a nd th e custo m er h as n ot re sponded. Electronic se rvice requests (Web, e-ma il) m ay be closed when Ecola ne Professional Se rvice s h a s provided a n e lectronic reply with a high d egree of co nfide nce tha t th e reply will resolve the issue or answe r the u estio n. N etworking, h a rdware a nd insta lled softwa re at the site a re the sole respo nsibility of the custo m e r a nd a re n o t covered in Support Services. Custom e r misuse o r una utho rized use of Licensor Softwa re or Mobile Modules a lso is n ot covered in Support Service s. Ecolane USA, lnc. 940 West Valley Road, Suite 1400, Wayne, PA 19087 61 0-312-0033 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 .DocuSign Envelope ID: CD64977C-17FD-49F0-9672-8106326AF370 Assignment of Service Request Status Wh en a custom e r contacts Ecol ane Custom er S u pport and req uests h elp to reso lve a question o r an issue, a service req uest is opened. The foll owin g table describes the possible status that may b e assig n ed to a service request. Open A service request has j ust been subm itted. It m ay be assigned to an i n dividual or a queue. 1--------+-E=co�l�a�n�e..:h..:a�s�n�o�t�r�e�s pond edy�e�t �to=--=c.:::u.:::st:.::o�m�e�r�---------------------1 Responded Ecolane has respo nded to t he customer reg a rding th e receipt of the service req uest and is 1--------+-a�c�t�iv�e l�pu rsui n g�a=re�s�o�l�ut�i o�n�--------------------------� On Hold Eco lane is n ot active ly working on the reso l ution of the service req uest. Gen erally, this i s d u e to i n formation pending fro m the submitter of th e service request. H owever, service requests 1--------+-m=ay be [)LIi on ho ld for o ther reason s as we ll. More Info Required Closed Ecola n e is waiti n g for m o re i nfo rm ation to be able to clea rly understand, h ave the a bility to reprod uce or identify from the syste m log-'t'-'he�i s,_,s:.::u.:::e..:a:.,t _::h:.::a'-'n,,_d.'---------------1 Close d status reflects t hat: • The cu stom e r a nd th e Ecolane a g re e t h at a satisfactory res olution has b een provided, or • The custo mer u n d erstands that there i s not a solution to the issue at hand, and t he i ssue i s n ot a result of a prod uct d efect, or • Eco lane h as made multiple attempts to contact the cu sto m er th at opened the log and the custome r has not responded. Electro n ic service requests (Web, e-ma il) m ay be closed whe n Ecolane Profess ional Services has provided a n e lectronic reply with a high d eg re e of co nfidence t h at th e reply will re so lve the issue or a nswer the uestio n. Networking, hardware a nd installed software at the site a re t he sol e responsibility of th e custom er a n d are n ot cove red i n Su ppo rt Services. Custo mer misuse or unautho rize d u se of Lice nsor Softwa re or Mo bile Modu l es a lso is not cove re d i n S u pport Servi ces. Ecolane USA, Inc. 940 West Valley Road, Suite 1400, Wayne, PA 19087 482 1-6909-6038. l 610-312-0033 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 E-MAIL tletman@orangecountync.gov BUSINESS DEVELOPMENT DIRECTOR Rachelle Jezbera E-MAIL rachelle.iezbera@ecolane.com PHONE Office 202-309-4968 ATTENTION Theo Letman DATE PRICE EXPIRES 9'4/20 18 PRICING TERMS 75% due at contra ct signing 20% due at system set up 5% due upon sys tem acceptance _____ c_h_ar�ger and_cord) (per unit)(_Locking hardware is +'. 12 Installation of Hardware in vehicles Additio nal items subtotal Services QUANTITY 12 15 DESCRIPTION Conversion of Data and Remote set up of Eco lane I hr. work day_s)_J!]cludes remote training _________________ . Onsite Training/Go-live days.(8 hr. work days) 4 Travel for # of Onsite Trips indicated (Onsite Survey month training refresh) Services subtotal Annual Licensing Year 1 QUANTITY DESCRIPTION 12 All Inclusive Annual Licensing plan includes all item, Server Maintenance Hosting Costs 24/7/365 Support via web, email and phone Map Updates Upgrades .. and Updates Free monthly webinar training and access to Ah functionality for new development for Ecolane Annual licensing year 1 subtotal PLEASE NOTE! Ecolane offers a MONEY BACK GUARANTEE that pr softwa re for free in the event you do not see an increase in rides per productivity over your current software provider solution. In order to guarantee, we will review your system, ask that you follow the Ecolan methods and use the Ecolane System Productivity report to establish produ ctivity amounts reg ularly. We will jointly create language to mE Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 Ryan Larsen, Senior Vice President Optional Items I Please ask your Biz Dev Director for mor QUANTITY DESCRIPTION Rider Reminder Options 1 SMS Text Messaging Arrival Notification License ••• (I msg credit to start that never expires) (Initial License 1 1 1 SMS Text message credit bundle (10,000/bundle) (Ne completely) Self Service Trip Bookings App with credit card paymi (3rd party charges will apply) ••• (Initial License cost, UDI/Ecolane IVR Interface ••• (3rd party charges will , flat rate) Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 1 SMS Text Messaging Arrival Notification License *** (I msg credit to start that never expires) (Initial License 1 1 1 SMS Text message credit bundle (10,000/bundle) (NE completely) Self Service Trip Bookings App with credit card payme (3rd party charges will apply) *** (Initial License cost, UDI/Ecolane IVR Interface *** (3rd party charges will , flat rate) Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 coordinate your cellular provider/tablets with Ecolane prior to ordering hardw •oata plan does not include web browsing, etc. 2GB data plan is more than responsible for any overages. **Upgrade and webinar training is included for upgrades, additional on site ( applicable. ••• All Optional item license costs include annual hosting, support & fees du, Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 PRESORTED FIRST-CLASS MAIL U.S. POSTAGE PAID MAIL SERVICE CENTER Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 WILLIS TOWERS WA TSON 26 CENTURY BLVD. 6TH FL NASHVILLE, TN 37214 7659 1 MB 0.421 1 •1 11 1 1 1 111 1 1 111111 111 1 •1 1 1 111 •1111 111 1 •1 1 1 1 1 •111 1 1 111 •1 •1 1 1 1 111 1 ORANGE COUNTY PUBLIC TRANSPORTAT ION PO BOX 8181 600 HWY 86 N HILLSBOROUGH, NC 27278-8181 ****NOTICE**** In order to expedite distribution of certificates to Certificate Holders, we would like to begin using electronic distribution for future issuances. Also, we would like to remove any certificates that are no longer needed. If you would like to receive electronic copies in the future or no longer require a certificate for this Insured, please note as such below. Please complete this fo rm and submit with a copy of your current certificate to the contact information below: Do you wish to receive renewal certificates: Yes [ Require a hard copy be mailed: Yes [ ) No [ ) Email Address or Fax Number: No [ SR-I D:1 6927441 ______ --------------- If you require additional infor mation or have further questions, please fe el free to contact: Willis To wers Watson Global Certificate Center Email: EDPCERTS@willistowerswatson .com Fax:888-46 7-2378 Phone: 877-945-7378 Please note that it is your responsibil ity to provide up-to-date contact infor mation to assure correct distribution of any future renewal certificates. 1of2 7659 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 Page 1 of 2 CERTIFICATE OF LIABILITY INSURANCE DATE IMM(DOIYYVY) 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($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT : .11 the certllicate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. PRODUCER Willis of New .'io_rk, Ini:. 26 i>.o, Box 305191 TN INSURED National Building COVERAGES CERTIFICATE NUMBER• fA��NJ,. c .. th 1-877-945-737-8 I Nol: 1-888-4 67-2378 �lR\ss: certificates @wil lis.com INSURER/Sl AFFORDING COVERAGE INSURER A: ACE American 22667 INSURER B : Old Rep ublic fnsurance _COf!'pany INSURER C: INSURER D: INSURER E: INSURER F: REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHST_AN DING ANY REQUIREMENT. TEAM OR CONDITION 'OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIF ICATE MAY BE 'ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN .IS SUBJECT TO ALL THE TERMS. EXCLUSIONS ANO CONOITIO.N.S OF SUCH POLICIES. LIMI.TS SHOWN MAY HAVE BEEN REDUCE.D BY PAID CLAIMS. INSR POLICY EFF POl.lCY-EX P-,------------------f LTR TYPE OF INSURANCE ,d,,,. 1 .... -. POLICY NUMBER MM'DDIYYYYI IMMIDOIYYYV'I LIMITS 'A COMME RCIAL GENERAL LIABILrrY C�IMS-�AOE OCCUR '-- � GEN'L AGGREGATE LIMIT APPLIES PER: POLIC_'f JECT 'LOG OTHER: AUTOMOBILE LIABILITY X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS X HIRED X ·NON·OWNEO AUTOS O�LY AUTOS ONLY _ UMBRELLA LIAS �-OCCUR EXCESS LIAS ; I CLAIMS•MADE OED RETENTION $ WORKERS COMPENSATION 'AND EMPLOYERS'.UABILJTY .YIN B ANYPROPRIETORtPARTNEAIEXECUTIVE OFFICEAIMEMBEAEXCL.UDEO?. (Mandatory in NH) �ii��ftfr3�,.���PERATi0Ns bolow ·A Excess General LiabilitY, MWC -o·o EACH OCCURRENCE __ -+:_S ____ 5_c,_0_O_0.c_, _0 0�0 -1 ' DAMAGe'foRrn'ftPREMJSES 7Ea occurrence\ MEO EXP (Anv one oerson) $ GENEAALAGGREGATE, $ PRODUCTS·· COMPIOP AGG $ BODILY INJURY (Per persoii) $ BODILY INJURY (Pe_r acci.dent) $ ;p�?�2c:%�RAMAOE s EACH OCCURRENCE AGGREGATE 1 0TH, EA E.l.EACHACC!OENi S E.L. DISEASE . EA EMPLOYEE $ E.L. DISEASE, POLICY LIMIT $ Each Occurrence Seie Bt:ilow $5, oo·o; o�o DESCRIPTION OF .OPERATIONS I LOCATIONS I VEHCLES (ACOR D·101, Addilional Remarils Schedule, may be attached II more space Is required) Pr.Oducts-Completed Operations Aggt'egate Limit -$S, 000, 000 Personal and Advert ising Inj ury Limit. -$5,000,000 Damag'e To Premi·s es Ren ted To You Lin:ilt -Medical Expense Limit -$0 orange County Public Transportation is iricluded as Additional Insured as respects General Liability and Automobi le CERTIFICATE HOLDER Orange County Transportation 600 Hwy 86 N P.O. Box 8181 Hillsborough, NC ACORD 25 (2016103) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL .BE DELIVERED IN ACCORDANCE WITH TH� POLICY PROVISIONS. AUTHOFl1zeo REPResENTAlive © 1988-2016 ACORD CORPORATION. All rights reserved. The· ACORD name and logo are registered mark's of ACORD sa Io: 16927441 DATCR : 928392 2of2 7659 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 ADDITIONAL REMARKS SCHEDULE l·NAIC CODE See Page. 1 EFFECTIVE DATE; See Page l 25 Page SR ID: 16927441 BATCH : 928392 CERT : W8655692 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 DocuSign Envelope ID: CD64977C-17FD-49F0-9672-81 D6326AF370 Page l of 2 CE RTIFICATE OF UABIUTV DATE (MMIDDIYVYV) 10/25/2018 nus CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND ·coNFERS NO RIGHTS UPON THE CERTIFICATE /-/OLDER. 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. IMPO RTANT: If the c0rtificate 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 co_ndltlons of the pollcy, certain pol!cies may require an endorsement. A statement on this cerllficate does not confer rights to lhe certificate holder In lleu of such endorsemcmt(s). PRODUCER ��i�cT Willis Towers Watson Willis �f Non ,Yorlt, r1·1011� -..... 1-on-9i1s-131·s I No\: 1-888-467-2378 c/o 26 Century Blvd AIC o E I? .0. BOK 305191 �Ml��SS: cerl:ificate s@willis.com NashVi llo, TN 372305191 us, INSURER(§) AFFORDING COVERAGE NAICI/ INSURER A: ·AC E 1\Jnericnn Insurance company 22667 INSURED INSURER B: Old Republic Insurance Co�pany 24147 N.lt"iOil Dl El:preml LLC DURHAU SCHOOL SERVICES' IIISUAER C: 2601 Navistar Drivn Building 5 INSURER D: Li!:lc, 60532 US1\ INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· '1 8655692 REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUB.JECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR SUHR POLICY Eff -POLICY l!XP LTA TYPE OF INSURANCE wvo POLICY NUMBER 'MMIDDIYYYY IMMIDDMYYV'I LIMl1S )( COMMERCIAL GEl�ERAL LIABILITY EACH OCCURRENCE $ 5,000,000 � CLAlMS·MADE OCCUR �t����J9E��J�?enccl 5,000,000 -MED EXP {Any one parson) $ 5,000 HDOG1 1209114 11/01/2018 ll/01/2019 PERSONAL.!. ADV INJURY 5,0�0,000 -GEN.'L AGOREGATEUMIT AP�!)_§S PER: GENERAL AGGREGATE 5,000,000 POLICY LOC PRODUCTS • COMP/OP AGO 5,000,000 OTH ER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT s 5,000,000 I-IEn m:cidann ANY AUTO BODILY INJURY !Per porsonJ OWNED SCHEDULED 11/01/2018 ISAfi25215834 11/01/2019 BODILY INJURY (Per ricci_dcnl) AUTOS ONLY AUTOS HIRED ·NON-OWNED PROPERTY DAMAGE A_UTOS ON_L Y AUTOS ONLY ---- $ UMBRELLA LIAB OCCUR EACH OCCURAEl�CE $ --·· EXCESS LIAO CLAIMS-MADE AGGREGATE OED I RETENTION s WORJ{ERS COMPENSATION X [ �ffTuTE I I OTH-ANO EMPLOYERS" LIABILITY EA VIN ANYPROPAI El"OR.IPAR TNERiEXECUTIVE E.L. EACH ACCIDENT $ 2,000,000 OFFICEHIMl:MBER EXCLUDED? NIA MWC 314263 00 11/01/2018 11/01/2019 (Milndalory In NH) E.L. DISEASE · EA EMPLOYE E 2,000,000 II yes. dcscdl>C!. untk!r DESCRIPTION OPERATIONS below E.L. DISEASE · POLICY LIMIT 2,000,000 E)icosc Gonoral LiabilitY XSLG71209751 11/01/2018 11/01/2019 Gcinoral Aggroga:ta Each Occurrence $5,000,000 BeloH DESCRIPTION OF OPERATION$ /LOCATiONS I VEHICLES (Ai.::ORD 101, Addlllon.il Aam.11ks SchedlJla, may bo nllachcd II moro space Is roqulrod) PrOducts-C_onip letGd Operations Aggreg�te Limit -$5,000,000 P9rsonal and Advert ising Inj ury L:1.mit -. $5 ,000,000 D_runage To Premises Rented To You Limit -$0 Medical Expense Limit Orange County Public Transportation included as Additional Insured as respects General Liability and Automobile CERTIFICATE HOLDER Orange County Public Tr�nsportation 600 Hwy 86 N P .0. Box 8181 Hil lsboro�gh, ACORD 25 (201 6/03) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION .DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AL.iiHOAtZED REPRESENT A TlVE ©1988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered m·arl<s of'ACORD .DATCII: 928392 2or2 7659 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 DocuSign Envelope ID: CD64977C-17FD-49F0-9672-81 06326AF370 AGENCY CUSTOMER ID: ___________________ _ _,............ ® I,,_....--· LOC II:--�----- ADDlllONAl IAEMAIAKS SCHEDUlE AGENCY ·NAMED INSURED LLC POLICY NUMBER Seo Paga 1 IL USA CARRIER I NAIC CODE Pogo 1 S12a Paga ·1 EFFECTIVE DATE: Sao l?ago 1 ADDITIONAL REMABl<S THIS ADDITIONAL REMARl<S FORM IS A SCHEDULE TD ACORD FORM, FORM NUMBER: Page 2 of 2 ACORD 101 (200B/0 1) ©2008 ACORD CORPORATION, All rights reserved. The ACORD name and logo are registered marks of.ACORD BATCH : 928392 CERT : W8655692 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 DocuSign Envelope ID: CD64977C-17FD-49F0-9672-81D6326AF370 AGENCY CUSTOMER ID: ___________ �------- LOG #: _______ _ 2 2 AGENCY •NAMED INSURED POLICY NUMBER l us• CARRIER I NAIC CODE 1 ErFl;CTIVE DATE: See l ADDITIONAL REMARl<S Tl-11S ADDITIONAL REMARI\S FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rlghls reserved. The ACORD name and logo are registered marl<s of .ACORD SR ID: 16927441 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 Request for Taxpayer Give Form to the (Rev. December 2011:\) Identification Number and Certification requester. Do not Department of Iha Trea sury send to the IRS. htemal Revenue Se 1vice 1 Name {as shown on your income tax return). Name is required on this l!ne; do not leave this llne blank. Ecolane USA, Inc. 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification; check only one of the following sovon boxes: 4 Exemptions (codes apply only to Individual/sole proprietor or (Z] C Corporation S Corporation Partnership TrusVestato certain entities, not individuals; see Instructions on page 3): single-member LLC Exempt payee code (ll any! Limited liability company. Enter the tax classification (C=C corporation, S=S corporation. P=partnership) ► 0 � Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for Exemption from FATCA reporting tho lax classification of the single-member owner. code Of any) Other (see Instructions)► �pfu lo •=nt, ma.'n/1/I IBdoul:.lt!• rt,e U.S.} C. u 5 Address (number, s1reet, and apt. or suite no.) Requester's name and address {optionaij 2601 Navistar Drive � m 6 City, state, and ZIP code Lisle, IL 60532 7 List account number(s) here {optional) 1 Soclal security number I Enter your TIN In the approwi_ate box. !h,e TIN provided must_ match t�e name given on line 1 lo avoid backup wlthholdlng. For Individuals, this is generally your social secunty number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I Instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. or Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for I Employer Identification number guidelines on whose number to enter. 26 -1890678 Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am walling for a number to be issued to me); and 2. I am not subjecl to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by !he Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all Interest or dividends, or (c) the !RS has notified me that I am no longersubject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FAICAcode(s) entered on this form (if any) indicating that I am exempt from FATCA reporting ls correct. Certification instructions. You must cross out Item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, Item 2 does not apply. For mortgage interest paid, acquisltlon abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the· instructions oo page 3. Signature of U.S. porson ► "'1" . Date► General Instructions Section references are to the Internal Revenue Code unress otherwise noted. Future developments. Information about developments affecting Form W-9 (such as legislation enacted after wa release ii) is at www.lrs.gov/tw9. An individual or entity (Form W-9 requester) who Is i-equired to file an lnrom,atlon return with the IRS must obla!n your correct taxpayer identification number (TIN) which may be your social seC\Jrity number (SSN), tndividua( taxpayer identification number (ITIN), adoption taxpayer identifica1Ion number (ATJN), or employer ldonlification number (EIN), 10 report on an Information return the amount paid to you, or other amount reportable on an information roturn. Examples of information returns include, but are not limited to, t)ie following: • Form 1099•1NT 0nterest earned or paid) • Form t 099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MSC (various types of income, prizes, awards, or gross proceeds) • Form 1099-8 (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (procoeds from roa1 ostate lransacllons) • Form 1099-K {merchant card and third party nolwork transactions) • Form 1098 (homo mortgage interest) (tui11on) • Form 1099-C (canceled debt) • Form 1099·A (acquisition or abandonmenl of secured property) Use Form W-9 only if you are a U.S. person (including a res!denl alien), to provide your correct TIN. If you do not re tum Form w.g to the requester with a TIN, you might be subject to bacf,up w/lh ho!din9. See What is backup withholding? on page 2. By signing lhe lllled•out fom,, you: 1. Certify th al tho TIN you are giving Is correct (or you are wafting for a number to be Issued). 2. Certify lhal you are not subject to backup withholding, or 3. Claim exemption from backup withholding ir you are a U.S. exompt payee. If applicable, you are also certifying that as a U.S. person, your allocabte share of arr; partnership Income from a U.S. trade or business is not subject to the withholding tax on roraign partners' share of effectively connected Income, and 4. Certiry that FAT CAcode(s)enteredon this form Df any) indicating that you are exempt from the FATCA reporting, 1s correct. See What is FA TCA reporting? on page 2 for further information. Cnt. No. 10231X Form (Rev. 12·2014) Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 FEIN: 26-1890678 Please include the Invoice Number on all remitta nces. Invoice Date 28-Feb-2019 Due Date Invoice 8126592 Terms 30 NET Purchase Order Number Customer Number 188622 30-Mar-2019 Sales Order 10567 Customer Location 8001 Bill To: Remit To: Attn : Accounts Payable Ecolane USA Inc. Orange County Public Transportation (8001) 600 Highway 86 North 32274 Collections Center Dr. Chicago, IL 60693 -0322 HILLSBOROUGH, NC 27278 Line Num Description Additional Description 1 Ecolane Ecolane ORT Software License for 12 vehicles -Includes Map Data Conversion for Routing 2 Ecolane Ecolane MDT Software License for 12 vehicles 3 Ecolane Order Importer module to import State's Medicaid broker trips for scl1eduling 4 Ecolane Conversion of Data and Remote set up of Ecolane ORT and MDT software -12 working days 5 Ecolane Onsite Training/Go Live days -15 working days 6 Ecolane Travel for 4 Onsite Trips -Onsite survey, Training/Go Live and 6 month training refresh 7 Discount Initial license disco unts-50% Special Instructions For questions regarding this invoice, please contact your local representative or email ARHelpdesk@nellc.com Ecolane USA Inc. 2601 Navistar Drive, Lisle IL 60532 About this Page Unif Qua ntity Price .75 20,400.00 .75 20,400.00 .75 19,995.00 .75 11,880.00 .75 14,850.00 .75 10,800.00 .75 -30,397.50 Tax Tota l Amount Applied Amount Credited Amount Adjusted Total Payments and Credits Outstanding balance as of 25- Mar-2019 in USO Line! Amount 15,300.00 15,300.00 14,996.25 8,910.00 11,137.50 8,100.00 -22,798.13 0.00 50,945.62 0.00 0.00 0.00 50,945.62 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7 Page 1 of 1 Bill To: Attn: Accounts Payable Please include the Invoice Number on ·all remitta nces. Invoice 81 26605 Terms 30 NET Purchase Order Number Go n;;,,-� if1 01 7o7oB 1 Invoice Date 31 -Mar-20 19 Due Date 30-Apr-201 9 Sales Order -• 10588 Customer Number 188622 Cu stomer Location 8001 Remit To: Ecolane USA Inc. Orange County Public Transportation (800 1) 600 Highway 86 North 32274 Collections Center Dr. Chicago, IL 60693 -0322 HILLSBOROUGH, NC 27278 Line­ �um 1 Description Additional Description -Quantity Unit Price Ecolane Ecolane 3 Ecolane Ecolane 5 Ecolane 6 Ecolane �oi scou-n t 8 Ecolane 9 Discount Special Instructions ·Ecolane ORT. Software License for 12 ,vehicles -Includes Map Data Conversion for Routing 'Ecolarie-MDT SoftwareT1cense for 12 - vehicles :order Importer module to import State's Medicaid broker trips for scheduling Conversion of Data and Remote set up of 'Ecolane ORT and MDT software -12 'working days 'onsite Training/Go Live d-ii°ys -15 working ' Travel for 4 Ons_ite Trips -Onsite survey, 1Training/Go Live and 6 month training refresh '1nfffafITce nse cfsco unts -50% Fixed Route Module 'oiscount for Fixed Route Module -% 100 For questions regarding this invoice, please contact your local representative or email ARHelpdesk@nellc.com Ecolane USA Inc. 2601 Navistar Drive, Lisle IL 60532 .25 20,400.00 -:2s ---20,400�6o' .25 19,995.oo· .25 11,880.00 ' .25: 14,850.oo: .25 10,800.00 .25 -30,397-:-50· 1'. -6,ooo oo' Tax Total Amount Applied Amount Credited Amount Adjusted Total Payments and Credits Outstanding balance as of 22-Mar-20 19 in USO -Tine Amount 5,1 00.00 5,100.00 4,998.75' 2,970.00° ' ' 3,71 2.50, I 2,700.00 -(599�3s: 6,000.00, -6,000.00 ----• o.oo' 16,981 .87 0.00 0.00 0.00 16,981 .87 Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7