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HomeMy WebLinkAbout2026-251-E-Solid Waste-Rubicon Global-Routing SoftwareRevised 01/24 NORTH CAROLINA CONTRACT AMENDMENT ORANGE COUNTY AND REINSTATEMNT THIS CONTRACT AMENDMENT (“Amendment”) is made and entered into this _15th__ day of _____June_______, 2026_ by and between ORANGE COUNTY (hereinafter referred to as “County”) and Rubicon Global, LLC, as reassigned to Wastech Corp., a wholly owned subsidiary of Routeware, Inc., upon its acquisition of Rubicon in August 2024 (hereinafter referred to as “Provider”). The County and Provider may hereinafter be referred to collectively as the “Parties.” WITNESSETH: THAT WHEREAS, the County and Provider entered into a contract dated March 29, 2023 (hereinafter the “Original Agreement”), by which the Provider agrees to provide and the County agreed to pay for Routeware’s Smart City product and services (the “Services”); and WHEREAS, the Parties wish to amend the Agreement to extend the term period for an additional twelve (12) month; WHEREAS, the County and Provider desire to amend the Original Agreement while keeping in effect all terms and conditions of the Original 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 to amend the Original Agreement as follows: 1. The parties agree to extend the Term period of Services beginning on July 1, 2026 for a period of twelve (12) months as detailed o Routeware Order Q-20375, Exhibit A. 2. Exhibit ____ to the Original Agreement is amended by adding the following tasks and services to the Services to be provided by the Provider. 3. The parties agree to Compensation for Services shall include all compensation due the Provider from the County for all Services satisfactorily performed pursuant to this Contract Amendment and Reinstatement. The maximum amount payable for Services shall not exceed Thirty-Two Thousand Two Hundred Twenty Six Dollars and Sixteen Cents ($32,226.16). 4. Except for the changes made herein, the Original Agreement shall be reinstated and remain in full force and effect to the extent it is not inconsistent with this Amendment. In the event there is a conflict between the terms of the Original Agreement and the terms of this Amendment, this Amendment shall control. IN TESTIMONY WHEREOF, this Amendment has been executed by the parties hereto, as of the date first above written. ORANGE COUNTY PROVIDER ______________________________ __________________________________ Robert Nelson County Manager ________ Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 VP, Accounting Revised 01/24 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Rubicon Global, LLC, as reassigned to Wastech Corp., a wholly owned subsidiary of Routeware, Inc Vendor Contact Person: Robert Nelson Phone: 877-906-8545 Address: 7719 Wood Hollow Driver #150 City Austin State: TX Zip: 78731 Department: Solid Waste Amount: 32,225.16 Purpose: Routing Software Budget Code(s): 50352020-630003 Vendor # 67557 Vendor Status with NCSOS: Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: March 29, 2023) (Most Recent Amendment ) Effective Date 7-1-26 End Date 6-30-27 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this pro ject has not been initiated prior to execution of the agreement. This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Currently under services- this is an extension Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 6/8/2026 6/16/2026 6/23/2026 6/23/2026 6/24/2026 E: INFO@ROUTEWARE.COM | P: (503) 906-8500 | Q-20375 Q-20375 O ra n ge C o u nt y , N C Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 E: INFO@ROUTEWARE.COM | P: (503) 906-8500 | Q-20375 QUOTE NUMBER Q-20375 Ship To Robert Williams Orange County, NC 200 South Cameron Street Hillsborough, North Carolina 27278 United States rowilliams@orangecountync.gov Bill To Orange County, NC 300 West Tryon Street Hillsborough, North Carolina 27278 United States Statement of Confidentiality & Non-Disclosure This document contains proprietary and confidential information. All information and data submitted to Orange County, NC is provided in reliance upon its consent not to use or disclose any information contained herein except in the context of its business dealings with Routeware, Inc. The recipient of this document agrees to inform present and future employees of Orange County, NC who view or have access to its content of its confidential nature. The recipient agrees to instruct each employee that they must not disclose any information concerning this document to others except to the extent that such information is generally known to, and is available for use by, the public. The recipient also agrees not to duplicate or distribute or permit others to duplicate or distribute any material contained herein without Routeware, Inc’s express written consent. Routeware retains all title, ownership and intellectual property rights to the material and trademarks contained herein, including all supporting documentation, files, marketing materials, and multi-media. BY ACCEPTANCE OF THIS DOCUMENT THE RECIPIENT AGREES TO BE BOUND BY THE AFOREMENTIONED STATEMENT. Salesperson Phone Email Routeware Customer Success Team customersuccess@routeware.com Order Q-20375 Good Through: Jul 01 2026 Payment Terms: Net 30 Term 12 Months Routeware, Inc. 7719 Wood Hollow Dr. Suite #150 Austin, TX 78731 Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 E: INFO@ROUTEWARE.COM | P: (503) 906-8500 | Q-20375 QUOTE NUMBER Q-20375 RECURRING SUBSCRIPTIONS PRODUCT UNIT QTY UNIT PRICE EXTENDED SmartCity Base Fee Annually 11 $0.00 $0.00 Solid Waste Operations Annually 11 $1,795.56 $19,751.16 In-Cab Interface (Tablet) Annually 11 $1,134.00 $12,474.00 SUBSCRIPTIONS TOTAL (USD): $32,225.16 Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 Payment Terms - Hardware is invoiced seven (7) days after execution of the Order. The Software Fee Effective Service Date for this Order will be 2026-07-01. Invoices for Recurring Subscriptions shall be issued annually in advance, with the initial invoice issued on the Effective Service Date and each subsequent invoice due on the corresponding date of each successive anniversary thereafter. The term of the Recurring Subscription(s) shall commence on the Effective Service Date. Terms & Conditions Information This Order and all products and services herein are subject to and limited to the terms and conditions of the Master Software Services Agreement, dated March 29, 2023, between Orange County and Rubicon Global, LLC, as reassigned to Wastech Corp., a wholly owned subsidiary of Routeware, Inc. Any purchase orders issued in response to this Order will be deemed acceptance of such terms. Prices are exclusive of any federal, state, or local taxes. The customer is responsible for all federal, state, and local taxes. This system requires a specific server to operate Routeware software, which may need to be purchased separately. This system requires cellular connectivity for each vehicle which may need to be purchased separately. If route sequencing by Routeware is a requirement, additional professional services fees may apply. On-Board Computer software is sold as a perpetual license, allowing the license to be activated on replacement hardware. Any lapse in support voids perpetual license. Pricing does not include freight cost or travel expenses, which will be invoiced as they are incurred. Subscription Hardware Additional Terms - Hardware on this Order sold as a subscription is the property of Routeware. Throughout the term of this Order and at no additional cost to the Customer, Routeware will repair or replace defective Subscription Hardware purchased on this Order with a comparable unit, provided that, in Routeware's sole determination, the unit has not been damaged beyond normal wear and tear. Normal wear and tear includes battery/component failure, scratches and superficial damage to the top, bottom, and corners of the unit. That not covered under the replacement program includes, but is not limited to, damage from (a) drops, (b) immersion in water, (c) cracked screens caused by excess pressure or hard devices, or (d) deliberate damage to the unit. Unit replacement costs resulting from damage not covered by the warranty is the responsibility of Customer. Customer shall surrender to Routeware any computers that are replaced under this program. Notwithstanding any other agreements or clauses on this matter in this agreement or others, Routeware reserves the right to increase monthly service if, in Routeware's sole determination, units are routinely abused or mishandled to the point of failure. Refer to the Hardware and Software Warranties section of the Routeware Master Sales and License Agreement for additional warranty details. At the conclusion of the License Period, Customer shall return all Subscription Hardware to Routeware in good condition and working order. In the event the Customer does not return all Subscription Hardware, or the Subscription Hardware is damaged, lost, or stolen while in the Customer’s possession, the Subscription Hardware will be deemed sold to Customer, and Customer agrees to pay the then-current list price (plus any applicable taxes) upon receipt of an invoice. Q-20375 Page 1 of 2 Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 IN WITNESS WHEREOF, the Parties to the Order Form has caused it to be executed by their authorized officers as the day and year of the signatories below. Orange County, NC Signature: \s1\ Date: \d1\ Name (Print): \n1\ Title: \t1\ Purchase Order Details: Purchase Order number: /docusign fun/ Issuance of Purchase Order ("PO") in lieu of signature denotes acceptance of Order Form by Customer. Receipt of complete and accurate PO is required prior to Order execution. Routeware, Inc, and Affiliates Signature: \s4\ Date: \d4\ Name (Print): \n4\ Title: \t4\ Please sign and email to Routeware Customer Success Team at customersuccess@routeware.com FOR INTERNAL USE ONLY Reviewed By: \s3\ Q-20375 Page 2 of 2 Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 5/14/2026 (503) 210-2302 (503) 210-2323 20494 Routeware, Inc.; Routeware TopCo, LLC 7719 Wood Hollow Dr., Suite 150 Austin, TX 78731 20427 35289 36161 22292 A 1,000,000 X 7034317032 8/18/2025 8/18/2026 1,000,000 15,000 1,000,000 2,000,000 2,000,000 1,000,000B 7034346742 8/18/2025 8/18/2026 5,000,000C 7034317029 8/18/2025 8/18/2026 5,000,000 10,000 D UB-C1111255-26-I5-G 1/16/2026 1/16/2027 1,000,000 1,000,000 1,000,000 E Errors & Omissions LH2-J366440-04 4/1/2026 Occurrence/Aggregate 5,000,000 E with Cyber Liability LH2-J366440-04 4/1/2026 8/18/2026 Retro Date: 09/21/21 Orange County, its officers, agents, and employees are to be designated as "additional insured". Orange County 300 West Tryon St. PO BOX 8181 Hillsborough, NC 27278 ROUTTOP-01 CBURNETT Hub International Northwest LLC 2 Centerpointe Drive Suite 650 Lake Oswego, OR 97035 Christa Burnett christa.burnett@hubinternational.com Transportation Insurance Company American Casualty Co of Reading PA The Continental Insurance Company Travelers Property Casualty Insurance Company Hanover Insurance Company X 8/18/2026 X X X X X X X X Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 Routeware, Inc. Andrews Software, Inc. anneker Routeware Investors Citizen Communications, LLC Compliance Publishing Corporation Core Computing Solutions, Inc. EasyRoute, Inc ReCollect Systems, Inc. Recyclist Routeware Canada, Inc. Routeware Global, Inc. Corporation Additional Named Insured Limited Liability Company Additional Named Insured Limited Liability Company Additional Named Insured Corporation Additional Named Insured Corporation Additional Named Insured Corporation Additional Named Insured Corporation Additional Named Insured Doing Business As Corporation Additional Named Insured Corporation Additional Named Insured Routeware HoldCo, LLC Routeware Holdings, Inc. Limited Liability Company Additional Named Insured Corporation Additional Named Insured Corporation Doing Business As Additional Named Insured Wastech Corporation llyPro, LLC Limited Liability Company Additional Named Insured Routeware Limited Corporation Additional Named Insured Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 Revised 06/21 1 [Departmental Use Only] TITLE Rubicon FY NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ (Edited 3/17/23, not to be used with other ORANGE COUNTY agreements.) This Services Agreement (hereinafter “Agreement”), made and entered into this 31st day of March, 2023, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Rubicon Global, LLC, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Access and use of RUBICONSmartCity technology for 8 vehicles and related items set forth on the Master Software Service Agreement and Quote attached hereto as Attachment A ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 Revised 06/21 2 performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) In determining the Basic Services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 Revised 06/21 3 3. Basic Services Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Access and use of RUBICONSmartCity technology for 8 vehicles and related items set forth on the Quote attached hereto as Attachment A and the Master Software Services Agreement dated as of March 31, 2023 by and between County and Provider attached as Attachment B hereto (the “MSA”). County and Provider hereby agree that (i) this Agreement constitutes an Order under the MSA, (ii) the MSA shall be deemed executed by County and Provider upon the execution of this Agreement regardless of whether the MSA is actually executed by County and Provider and (iii) notwithstanding anything contained in this Agreement to the contrary and notwithstanding the definition of “Order” (as set forth in Section 1.9 of the MSA). In the event of any conflicts between this Agreement and the MSA, the MSA shall be controlling. 4. Duration of Services a. Term. The term of this Agreement shall be from March 31, 2023 to March 30, 2026. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be March 31, 2023. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Eighty-Seven Thousand Eight Hundred Thirty-Five Dollars ($87,835.00). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 Revised 06/21 4 c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Robert Williams) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 Revised 06/21 5 a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the Count y due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 Revised 06/21 6 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 be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpos e other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 Revised 06/21 7 In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Robert Williams Rubicon Global, LLC P.O. Box 8181 100 W Main Street, Suite 610 Hillsborough, NC 27278 Lexington, KY 40507 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 Revised 06/21 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ County Manager By: __________________________________ Conor Riffle, SVP, Smart Cities Printed Name and Title DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6 SVP, Smart Cities Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 Revised 06/21 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Rubicon Global, LLC Party/Vendor Contact Person: Magnus Sims Contact Phone: 610-348- 9762 Party/Vendor Address: 100 West Main Street, Suite 610 City Lexington State: KY Zip: 40507 Department: Solid Waste Amount: $87,835 Purpose: Routing Software Budget Code(s): 50352020-630003 Vendor # N/A (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 3-31-2023 Approved by Board Yes No Agenda Date: --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6 3/28/2023 3/28/2023 3/28/2023 3/28/2023 Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 MASTER SOFTWARE SERVICES AGREEMENT THIS MASTER SOFTWARE SERVICES AGREEMENT (this “Agreement”) is made and entered into as of DATE CONTRACT IS SIGNED, by and between RUBICON GLOBAL, LLC, a Delaware limited liability company (“Rubicon”), and Orange County with a principal place of business at 1207 Eubanks Rd, Chapel Hill NC 27516 (“Client”). This contract is made pursuant to Sourcewell Contract #020221 -RUB by and between Rubicon Global, LLC and Sourcewell, which commenced March 26, 2021 (the “Sourcewell Contracts”). The County’s Sourcewell Account number is ID# 19656. In consideration of the mutual covenants and agreements made herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Definitions. Capitalized terms used and not otherwise defined in this Agreement shall have the following meanings: 1.1 “Affiliate” means any entity that is controlled by Client, where “control” means the ownership of, or the power to vote, more than fifty percent (50%) of the voting stock, shares, or interests in an entity. 1.2 “Agreement” means this Agreement, and any Orders, exhibits, Statements of Work and amendments to the foregoing. 1.3 “Client” means the entity entering into this Agreement and any Affiliate designated in this Agreement or an Order which is authorized to receive the Subscribed Services. Client shall be fully respons ible for the performance of all of its Affiliates’ obligations under this Agreement. 1.4 “Client Content” means all data, imagery, information and other content (a) transmitted by or on behalf of Client through the System; (b) provided by Client or on Client’s behalf for use in connection with the Subscribed Services; or (c) otherwise processed or stored by Rubicon or its contractors on Client’s behalf pursuant to this Agreement. 1.5 “Documentation” means the then-current, commercially available user manuals, training materials and technical manuals relating to the Subscribed Services provided to Client by Rubicon pursuant to this Agreement. 1.6 “Effective Date” means the earlier of (a) the date this Agreement and the first Order are accepted and signed by Rubicon; or (b) the date Client begins using or receiving the Subscribed Services. 1.7 “Intellectual Property Rights” means, on a world-wide basis, any and all (a) rights associated with works of authorship, including without limitation, copyrights, copyrightable rights, moral rights and mask work rights; (b) trademark, service mark and trade name rights and any similar rights recognized under applicable law; (c) rights in confidential information and trade secret; (d) patents and patentable rights; (e ) all rights with respect to inventions, discoveries, improvements, know-how, formulas, algorithms, processes, technical information and other technology; (f) all other intellectual and industrial property rights of every kind or nature, whether arising by operation of law, contract, license or otherwise; and (g) all international, national, foreign, state and local registrations, applications for registration and any renewals and extensions thereof (including, without limitation, any continuations, continu ations-in-part, divisions, reissues, substitutions and reexaminations), all goodwill associated therewith, and all benefits, privileges, causes of action and remedies relating to any of the foregoing (including, without limitation, the exclusive rights to apply for and maintain all such registrations, renewals and extensions; to sue for all past, present and future infringements or other violations relating th ereto; and to settle and retain all proceeds from any such actions). 1.8 “Marks” means the trademarks, service marks or trade names of Client. 1.9 “Order(s)” means the order(s), and any amendments thereto, executed by the parties and which references this Agreement. Each Order shall specify the Subscribed Services being subscribed for, the licensing pa rameters, the term of the Order, the applicable fees, billing period, and other charges, as well as payment terms. Each Order with the terms of th is Agreement, and any exhibits and amendments to such Order, is a separate and independent contractual obliga tion of Rubicon from any other Order. In the event of any conflict between the terms of this Agreement and the terms of any such Order, the terms of such Order shall prevail. Attachment A DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 2 1.10 “Professional Services” means implementation, consulting and training services, including without limitation, technical services to facilitate setup and deployment of the Subscribed Services specified in a Statement of Work . 1.11 “Rubicon Software” means Rubicon’s proprietary software programs used by Rubicon to provide the Subscribed Services (including, without limitation, all source code, object code, designs, copyrightable works, ideas, inventions, technology and other Intellectual Property Rights therein), as modified, enhanced or replaced by Rubicon from time to time. For the avoidance of doubt, Rubicon Software does not include Client Content. 1.12 “Statement of Work” means a document executed by both parties that describes the Professional Services to be performed by Rubicon pursuant to the Professional Services Terms (as defined in Section 2.6), including without limitation, the project assumptions, specifications, scope, work plan, responsibilities, duration and fees for such Professio nal Services, which Statements of Work shall reference this Agreement and be sequ entially numbered. Each Statement of Work with the Professional Services Terms, and any exhibits, change orders and amendments to such Statement of Work, is a separate and independent contractual obligation of Rubicon from any other Statement of Work. 1.13 “Subscribed Services” means Rubicon’s proprietary, web -based services set forth in an Order which are provided to Client on a subscription basis and enable use of the Rubicon Software through the System. 1.14 “System” means the Rubicon Software and the server grade computers and related networks maintained by or on behalf of Rubicon and its third -party providers to host the Rubicon Software and provide the Subscribed Services to Client, all as hereafter modified, enhanced or replaced by Rubicon. 1.15 “Third Party Offerings” means services delivered or performed by third parties independently of Rubicon related to the Subscribed Services, or other online, web -based CRM, ERP, or other business application subscription services, and any associated offline products provided by third parties, that interoperate with the Subscribed Services. 1.16 “Work Product” means any software, data, documentation, graphics, text, code, inventions, pictures, audio, video, animations, enhancements, improvements, methods, processes, works of authorship, work -flow methods or other deliverables or any portions of the foregoing that Rubicon creates, whether alone or jointly, while performing Professional Services or any other services hereunder. Work Product excludes: (a) the Subscribed Services; (b) the System; (c) any generic routines or code that have general application to the Rubicon Software or System; and (d) all modifications, alterations, derivative works and enhancements to the foregoing, and all copies thereof. 2. Services. 2.1 Subscribed Services. Subject to the terms and conditions set forth herein, including without limitation, Client’s payment of all applicable fees, Rubicon hereby agrees to provide the Subscribed Services, and in connection therewith, Rubicon hereby grants to Client during the term of the applicable Order a non-exclusive, non-transferable, non- sublicensable, limited right and license to (a) access and use of the Subscribed Services subject to the terms specified in the SOW and as specified in the applicable Order, solely for Client’s internal use; (b) to transmit and receive Client Content to and from the System; and (c) use the Documentation in connection with such rights. The rights granted to Client pursuant to any Order shall terminate upon the termination or expiration of this Agreement or the applicable Order for any reason. All rights not expressly granted to Client are reserved by Rubicon and its licensors. 2.2 Limitations. Client shall not: (a) access or use any portion of the Subscribed Services or System except as expressly authorized pursuant to an Order; (b) cause or permit decompilation, reverse assembly or reverse engineering of all or any portion of the Subscribed Services or System; (c) copy any ideas, features, functions or graphics of the Subscribed Services or System or modify or make derivative works based upon the Subscribed Services or System; (d) delete, fail to reproduce or modify any patent, copyright, trademark or other proprietary right s notices which appear on or in the Subscribed Services, System or Documentation; or (e) directly or indirectly, sublicense, relicense, distribute, disclose, use, rent or l ease the Subscribed Services or System, or any portion thereof, for third party use, third party training, facilities management or time-sharing, or use as an application service provider or service bureau. Without limiting the foregoing, Client may not use the Subscribed Services or System to: (i) send or store material containing viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (ii) interfere with or disrupt the integrity or performance of the Subscri bed Services, System or the data contained therein; or (iii) attempt to gain unauthorized access to the Subscribed Services or System. 2.3 Support. Client will be responsible for providing first line maintenance and support to its authorized end users in connection with the Subscribed Services. Qualified employees of Client who have been tra ined on use of the DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 3 Subscribed Services (the “Designated Employees”) to contact Rubicon with technical questions or issues with respect to the Subscribed Services and to report System outages or failures. Rubicon shall respond to the technical support ques tions from the Designated Employees and commence the process of responding to System or Subscribed Services outages or failures in accordance with Rubicon’s standard procedures. The Designated Employees shall assist Rubicon in resolving issues with the Subscribed Services and System as Client resources allow. Rubicon acknowledges that limited availability of Designated Employees does not, under any circumstance, waive Rubicon’s obligations described in Addendum A. Rubicon is under no obligation to provide functional updates, enhancements or upgrades to the System or Subscribed Services by any time certain. 2.4 System Availability. Rubicon will use commercially reasonable efforts to enable and maintain access to the Subscribed Services. Updates to the System will be scheduled for evenings and/or weekends to minimize disruption. Client acknowledges and agrees that certain portions of the Subscribed Services, including without limitation, data storage, hosting, and System hardware management, may be provid ed by third party service providers. Rubicon will provide ongoing management of the System, located at the third -party provider’s location, in accordance with Rubicon’s agreement with the third-party provider(s), in order to maintain the best practical availability of the Subscribed Services. Rubicon may change its third-party data hosting provider to another hosting provider, in Rubicon’s sole discretion, from time to time. Additional system availabilities can be found in Addendum A. 2.5 Browsers. Client acknowledges and agrees that the Subscribed Services will only be compatible with and support use with the most recently superseded version for one year from the date of the general release of the then -current version, of the following browsers: Edge, Firefox, Safari and Google Chrome. 2.6 Professional Services. If requested and as available, Rubicon will provide Client with Professional Services pursuant to mutually agreeable Statements of Work in accordance with the Professional Services Terms a ttached hereto as Exhibit A (“Professional Services Terms”). 2.7 Provisioning of the Subscribed Services. Rubicon may update the functionality and user interface of the Subscribed Services from time to time in its sole discretion as part of its ongoing im provement of the Subscribed Services. Client agrees that its subscription to the Subscribed Services is neither contingent on the delivery of any future functional ity or features nor dependent on any oral or written public comments made by Rubicon regardi ng future functionality or features. 3. Client Obligations. 3.1 Resources. Except as expressly set forth herein, Client and its end users shall be solely responsible for providing all resources, equipment and software at its or their respective facilitie s which are necessary for them to access the System and/or receive the Subscribed Services. Client and its end users must provide all equipment and licenses necessary to access and use the Internet, and pay all fees associated with such access and use. T o the extent Rubicon’s provision of the Subscribed Services requires data, documents, information or materials of any nature to be furnished, in whole or in part, by Client or its employees, agents, contractors, representatives or authorized users, Client will cause such employees, agents, contractors, representatives and authorized users to furnish such data, documents and information in a manner which permits Rubicon to perform the Subscribed Services as contemplated herein. 3.2 Third Party Coordination; Required Consents. To the extent the Subscribed Services require access to a third party service provider who is under contract with Client, or access or use of such provider’s information or interconnection with such provider’s services, facilities, technology or systems in order to receive or transmit Client Content, Client shall be responsible for obtaining any required third party licenses or consents necessary for Rubicon to access and u se such information, services, facilities, technology or systems. 3.3 Third-Party Web Sites, Products and Services. The Subscribed Services may rely on or require that Client access Third Party Offerings. If Client elects to use the Subscribed Services with Third Party Offerings, Client agrees that: (a) its use of Third Party Offerings must at all times comply with the terms of service governing such offerings; and (b) Rubicon has the right to export and import Client Content to and from such Third -Party Offerings for purposes of delivering the Subscribed Services purchased by Client. Client’s or its user’s use of third -party websites must at all times comply with the terms of service governing such websites. Client understands and agrees that the availability of the Subscribed Services, or certain features and functions thereof, is dependent on the corresponding availability of Third-Party Offerings or specific features and functions of Third-Party Offerings. Rubicon will not be liable to Client or any third party in the event that DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 4 changes in Third Party Offerings cause the unavailability of the Subscribed Services or any feature or function thereof. Rubicon may also refer Client to third party service providers that offer Third Party Offerings. Rubicon does not make any representations or warranties regarding any such Third Party Offerings, whether or not such Third Party Offerings or services are designated by Rubicon as “certified,” “approved,” “recommended” or otherwise, or the services are provided by a third party that is a member of a Rubicon partner program. To the extent that Rubicon requires that Client grant Rubicon authorizations, passwords or other user credentials to a Third -Party Offering (“Rubicon Access Codes”) to retrieve Client Content or to enable interoperability with the Subscribed Services, Client shall promptly provide such Rubicon Access Codes. 3.4 Integrated Third-Party Software. Rubicon may integrate third-party computer software into the Subscribed Services. In such an event, Rubicon will obtain, at no additional charge to Client, all rights necessary for Client to use such third-party computer software with the Subscribed Services. All free software is distributed to Client WITHOUT ANY WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. A copy of the free software is included with the Subscribed Services. Rubicon disclaims on behalf of all individuals or entities that distributed such free software to Rubicon (the “Contributors”) all warranties and conditions, express and implied, including warranties or conditions of title and non - infringement, and implied warranties or conditions of merchantability and fitness for a particular purpose; and Rubicon excludes on behalf of all such Contributors (i) all liability for damages, including direct, indirect, special, incidental and consequential damages, such as lost profits; and (ii) any provisions which differ from this Agreement which are offered by any particular Contributor alone and not by any other party. 3.5 Compliance with Laws. Client will comply with all applicable laws, rules and regulations relating to Client’s or its authorized user’s receipt or use of the Subscribed Services. Without limiting the foregoing, Client will b e solely responsible for determining the extent to which the design or provision of the Subscribed Services is subject to any privacy laws or regulations (“Privacy Laws”) or the oversight of any regulatory agency charged with the enforcement thereof (“Regulatory Oversight”). To the extent that the design and operation of the Subscribed Services is subject to any Privacy Laws or Regulatory Oversight, Client will specify any procedures to be taken by Rubicon during the customization and provision of the Subscribed Services to cause the Subscribed Services to be in compliance with such Privacy Laws and Regulatory Oversight. Client shall not export the Subscribed Services, System or Documentation in violation of U.S. Department of Commerce export administration regulations. 3.6 Activity. Rubicon will provide Client access to the Subscribed Services by issuance of a confidential site address and passwords to Client. Client is responsible for maintaining the confidentiality of such address and passwords and any activity that transpires through the use of such address and passwords. Client shall: (a) notify Rubicon immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (b) report to Rubicon immediately and use reasonable efforts to stop immediately any unauthorized copying or distribution of Client Content that is known or suspected by Client; and (c) not impersonate another Rubicon client or user or provide false identity information to gain access to or use of the Subscribed Services. 4. Prices; Ordering; Payment. 4.1 Invoicing and Payment. Except as otherwise specified in an Order or Statement of Work: (a) Client shall pay to Rubicon all fees, charges and expenses due and owing pursuant to an Order or Statement of Work in U.S. dollars to the address designated on the invoice within thirty (30) days following Rubicon’s invoice date; and (b) all payment obligations are non-cancellable, non-refundable and non-contingent. Client may not set-off any amounts owing to Client against any payments owing to Rubicon hereunder. Payments which are not received when due shall bear interest at the lesser of the maximum amount chargeable by law or one and a half percent (1½%) per month commencing with the date payment was due. In addition, in the event Client fails to timely pay any fees or charges when due, Rubicon may, in its discretion, suspend or terminate any Subscribed Services or other services hereunder in accordance with Section 5.4. Client will continue to be charged for all Subscribed Services and other services during any period of suspension . 4.2 Taxes and Duties. Excluding taxes based on Rubicon’s net income, Client is liable and responsible for paying all federal, state and local sales, foreign withholding, value added, use, property, excise, service and other taxes, and all duties and customs fees relating to Client’s receipt or use of the Subscribed Services, whether or not Rubicon invoices Client for such taxes, duties or customs fees, unless Client timely provides Rubicon with a valid tax exemption or direct pay certificate showing Client is exempt from such payments. If Rubicon is required to pay any such taxes, duties or customs fees, Client shall reimburse Rubicon for such amounts in accordance with Section 4.1, and Client further agrees to indemnify, DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 5 defend and hold harmless Rubicon for any such taxes, duties and customs fees and any related costs, interest and penalties paid or payable by Rubicon with respect thereto. 4.3 Audits. During the Term, upon thirty (30) days prior written notice to Client, Rubicon may audit Client’s facilities, records and use of the Subscribed Services to determine Client’s compliance with the terms and conditions of this Agreement. Such audits shall occur during regular business hours and shall be conducted in a manner designed to limit disruption to Client’s business. 5. [Intentionally deleted] 6. Representations and Warranties. 6.1 Services Warranty. Provided that Client notifies Rubicon of the non-conformance within the warranty period, and subject to the limitations set forth herein, Rubicon warrants that the Subscribed Services will be provided substantially in accordance with the applicable Documentation for a period of ninety (90) days from the date such Subscribed Services are first provided. No specific result from the provision of Subs cribed Services is assured or guaranteed. In the event of any breach of the foregoing warranty, Rubicon shall, at its option and as Client’s sole and exclusive remedy, (a) re- perform the Subscribed Services which were not performed as warranted at no addi tional charge; or (b) in the event Rubicon is unable to re-perform such Subscribed Services after exercising commercially reasonable efforts to do so, refund the fees paid to Rubicon for the Subscribed Services which were not performed as warranted. Notwithstanding the foregoing, Rubicon shall have no obligation to provide the warranty services described in this Section 6.1 if: (i) the performance failure is at least partially attributable to Client’s deviation from applicable operating instructions or fai lure to perform Client’s obligations set forth in this Agreement; or (ii) Client or any other person or entity (other than Rubicon) has modified the Subscribed Services. 6.2 Client Acknowledgment. Client acknowledges and agrees that it has made its own e valuation in deciding to subscribe for the Subscribed Services. The warranties provided in this Agreement extend solely to Client and to no other person or entity whatsoever. Without limiting the foregoing, Rubicon is not responsible for the results that may be obtained from use of the Subscribed Services. 6.3 DISCLAIMERS. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6, RUBICON MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), WITH RESPECT TO THE SUBSCRIBED SERVICES, THE SYSTEM OR ANY OTHER SERVICES PROVIDED PURSUANT TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, PROFESSIONAL SERVICES. RUBICON EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL WARRANTIES ARISING FROM CONDUCT, COURSE OF DEALING OR CUSTOM OF TRADE, AND ALL WARRANTIES OF TITLE AND NON-INFRINGEMENT. RUBICON DOES NOT WARRANT THAT THE SUBSCRIBED SERVICES, SYSTEM OR OTHER SERVICES ARE OR WILL BE ERROR-FREE OR THAT THE USE OR OPERATION OF THE SUBSCRIBED SERVICES, SYSTEM OR OTHER SERVICES WILL BE UNINTERRUPTED OR THAT ALL ERRORS OR ISSUES WITH THE SUBSCRIBED SERVICES, SYSTEM OR OTHER SERVICES CAN OR WILL BE CORRECTED. 7. Confidentiality. 7.1 Confidentiality. Each party (the “Receiving Party”) acknowledges that it will have access to Confidential Information and Trade Secrets of the other party (the “Disclosing Party”). For purposes of this Agreement, “Trade Secrets” means information, without regard to form, which: (a) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; and “Confidential Information” means information, other than Trade Secrets, that is of value to Disclosing Party and is treated as confidential. Rubicon’s Trade Secrets and Confidential Information include, without limitation, the Subscribed Services, the System, the Documentation and object and source code for the Rubicon Software. The Receiving Party agrees to use the Trade Secrets and Confidential Information of the Disclosing Party solely for purposes of performing its obligations or exercising its rights under this Agreement. The Receiving Party agrees to discuss the Trade Secrets and Confidential information of the Disclosing Party only with, and to transmit the Trade Secrets and Confidential Information only to, those officers, employees and consultants of the Receiving Party who have a need to know the Trade Secrets or Confidential Information for the purposes set forth herein and who have agreed in writing to treat such information as confidential on DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 6 terms no less restrictive than as set forth in this Agreement. The parties acknowledge and agree that the terms of any previously executed confidentiality or nondisclosure agreements shall remain in effect with respect to the information exchanged thereunder. 7.2 Security Precautions. The Receiving Party shall take commercially reasonable security precautions to prevent unauthorized use and disclosure of the Trade Secrets and Confidential Inform ation of the Disclosing Party and shall use at least the same degree of care the Receiving Party employs with respect to its own Trade Secrets and Confidential Information, but in no event less than a reasonable standard of care. The Receiving Party shall not permit unauthorized access to the Trade Secrets or Confidential Information of the Disclosing Party. 7.3 Duration and Exceptions. With regard to Confidential Information, the obligations in this Section 7 shall continue for the Term and for a period of five (5) years thereafter. With regard to Trade Secrets, the obligations in this Section 7 shall continue for so long as such information constitutes a trade secret under applicable law, but in no event les s than the Term and for a period of five (5) years thereafter. The Receiving Party’s obligations with respect to Trade Secrets and Confidential Information of the Disclosing Party shall not apply to the extent such Trade Secrets or Confidential Information: (a) are previously known to the Receiving Party without restriction on disclosure; (b) cease to be secret or confidential except by reason of a breach of this Agreement by the Receiving Party; (c) are independently developed by the Receiving Party without reference to the Trade Secrets or Confident ial Information of the Disclosing Party; or (d) were received from a third party without obligations of confidence and without breach of this Agreement. In addition, the Receiving Party may disclose Trade Secrets and Confidential Information of the Disclo sing Party to the extent such disclosure is required by applicable law or by any governmental authority, provided the Receiving Party notifies the Disclosing Party, if permitted by law, of the applicable legal requirements before such disclosure occurs so as to enable the Disclosing Party to obtain such protection as may be available to preserve the confidentiality of such information. 8. Intellectual Property Rights. 8.1 Rubicon’s Intellectual Property. Rubicon (or its licensors) retains title to the Subscribed Services, System, and Documentation, and all modifications, alterations, derivative works, and enhancements thereto, and all copies thereof and Intellectual Property Rights therein. Except as specified herein, Client does not acquire any rights , express or implied, in the Subscribed Services, System or Documentation, and has no right to commercialize or transfer the Subscribed Services, System or Documentation, in whole or in part. No license, right or Intellectual Property Right in any Rubicon trademark, trade name or service mark is granted pursuant to this Agreement. Subject only to the following, title to all Work Product will at all times remain the sole and exclusive property of Rubicon or its licensors; provided that Rubicon shall not ob tain any ownership rights in any Client Content provided by, or on behalf of, Client. Upon request, Client agrees to execute such documents as may be reasonably requested by Rubicon to secure Rubicon’s rights in and to the foregoing. Rubicon hereby grants Client during the term of the applicable Order a non-exclusive, royalty free (subject only to the fees provided for in a Statement of Work), limited right and license to copy, use, modify and sub -license all Work Product. 8.2 Client Content. Client shall own all Client Content. Client shall have sole responsibility for the accuracy, completeness, quality, integrity, legality, reliability, timeliness, appropriateness, and intellectual property ownership and right to use all Client Content, and Rubicon shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store Client Content for any reason. Rubicon does not warrant the correctness, completeness, merchantability o r fitness for a particular purpose of any Client Content, and Client shall hold Rubicon harmless from any and all third -party claims arising out of Client’s use or dissemination of any such Client Content. In the event this Agreement is terminated (other than by reason of Client’s breach), Rubicon will make available to Client a file of the Client Content in its possession, if any, within thirty (30) following Client’s request; provided such request is made within thirty (30) days following termination of the Agreement. Rubicon reserves the right to (a) withhold, remove and/or discard Client Content in its possession, if any, in the event Client breaches this Agreement, including, without limitation, non -payment of fees and charges; and (b) purge and delete Client Content, if any, in its possession if Client fails to request such Client Data within thirty (30) days following termination of this Agreement. 8.3 License to Client Content. Client hereby grants to Rubicon the non-exclusive right and license to (a) receive, retrieve, process, use and transmit any Client Content necessary or reasonably desirable to perform the Subscribed Services or other services; (b) use, copy, manipulate and store any Client Content that will be archived, stored or otherwise transmitted in connection with the Subscribed Services or other services; and (c) to aggregate Client Content and data with content and data from other clients (“Data Aggregations”) for purposes including, without limitation, product and service DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 7 development and commercialization and quality improvement initiatives. Rubicon will redact Client Content in such a way as to not divulge Client’s Confidential Information or Trade Secrets. All Data Aggregations will be the sole and exclusive property of Rubicon. 8.4 License to the Marks. Client hereby grants to Rubicon the worldwide, non-exclusive limited right and license during the Term to use the Marks in connection with performance of the Subscribed Services and its other obligations under this Agreement. 9. Defense and Indemnification. 9.1 Limited Covenant to Defend. Rubicon will defend any third party claim brought against Client in the United States to the extent that the claim, if true, would constitute an infringement or misappropriation by the Subscribed Services of any valid and subsisting patent or copyright (a) recognized under the laws of the United States; and (b) of which Rubicon had actual knowledge; provided, however, that: (i) Client immediately advises Rubicon of the claim upon learning of the assertion of the claim; and (ii) Rubicon is given the sole right to control the defense and/or settlement of the claim, in litigation or otherwise. 9.2 Injunctions Obtained by Third Parties. If a third-party infringement claim, of which Rubicon is notified in accordance with Section 9.1 (or of which Rubicon is otherwise aware or believe is likely) results, or in Rubicon’s opinion is likely to result, in an injunction prohibiting Client from continued use of the Subscribed Services that is the subject matte r of the claim, then Rubicon may, in its sole discretion and at its expense: (a) procure for Client the right to continue to use the Subscribed Services that are the subject matter of the claim; (b) replace or modify the Subscribed Services that are the subj ect matter of the claim to make them non-infringing, but, where reasonably possible, preserving the functionality of such Subscribed Services; or (c) if the foregoing remedies are not commercially practical, suspend or terminate access to the infringing Subscribed Services. 9.3 Exceptions to Duties to Defend and Indemnify. Notwithstanding any other provisions hereof, Rubicon shall have no obligation to indemnify or defend Client for any third party claim pursuant to this Section 9, nor be required to pay losses, damages or expenses under this Section 9, if Client agrees to settle any such claim without the prior written consent of Rubicon, or if the claim arises out of, in whole or in part: (a) a modification of the Subscribed Services by anyone other th an Rubicon; (b) use of the Subscribed Services other than in accordance with the Documentation or the terms of this Agreement; (c) use of a release of the Subscribed Services without having implemented updates, the use of which would have cured the alleged infringement; (d) any third party software or service; (e) use of the Subscribed Services in combination with Third Party Offering or any other third party hardware, software, database or materials where, absent such combination, the Subscribed Services would not be infringing; or (f) Client’s negligence or willful misconduct. 9.4 Sole Obligation. This Section 9 states Rubicon’s sole obligation, and Client’s sole and exclusive remedy, with respect to infringement of proprietary and Intellectual Property Rights. Notwithstanding anything else in this Section 9, Rubicon’s aggregate liability for indemnification pursuant to this Section 9 shall not exceed the original subscription fees paid by Client to Rubicon for the infringing Subscribed Services. 10. Limitation on Liability. 10.1 EXCLUSION OF DAMAGES. IN NO EVENT SHALL RUBICON OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES BE LIABLE TO CLIENT OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, OR COMPUTER FAILURE, DELAY OR MALFUNCTION), EVEN IF RUBICON HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. 10.2 LIMITATION OF LIABILITY. RUBICON TOTAL AGGREGATE LIABILITY TO CLIENT OR ANY OTHER PERSON OR ENTITY FOR ANY AND ALL CLAIMS AND DAMAGES ARISING FROM OR OUT OF THIS AGREEMENT (WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) SHALL IN NO EVENT EXCEED THE FEES PAID BY CLIENT TO RUBICON DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO CLIENT’S FIRST CLAIM. 10.3 EXCEPTIONS. THE FOREGOING LIMITATIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 8 10.4 PROTOTYPE COMPONENT RIDER. CLIENT ACKNOWLEDGES AND AGREES THAT SOME PARTS OF THE SYSTEM IDENTIFIED BY RUBICON AND PROVIDED TO THE CLIENT HEREUNDER ARE PRELIMINARY, TEST VERSIONS (EACH BEING A “PROTOTYPE COMPONENT” AND COLLECTIVELY “PROTOTYPE COMPONENTS”). IF AND TO THE EXTENT ANY PROTOTYPE COMPONENTS ARE PROVIDED TO CLIENT, ALL REPRESENTATIONS AND WARRANTIES, AND LIABILITIES REGARDING SUCH PROTOTYPE COMPONENTS, AND OTHER SUPPLEMENTAL TERMS AND CONDITIONS REGARDING THE PROTOTYPE COMPONENTS, SHALL BE GOVERNED BY THE “PROTOTYPE COMPONENT RIDER” ATTACHED HERETO AND INCORPORATED BY REFERENCE AS ADDENDUM C. IN THE EVENT OF AN INCONSISTENCY BETWEEN THE PROTOTYPE COMPONENT RIDER AND THE TERMS OF THIS AGREEMENT, THE TERMS OF THE PROTOTYPE COMPONENT RIDER SHALL PREVAIL AND CONTROL. 11. Miscellaneous. 11.1 [INTENTIONALLY DELETED] 11.2 Force Majeure. Neither party will be liable for any loss, damage or delay resulting from any event beyond such party’s reasonable control (a “Force Majeure Event”), and delivery and performance dates will be extended to the extent of any delays resulting from any such Force Majeure Event. Each party will promptly notify the other upon becoming aware that a Force Majeure Event has occurred or is likely to occur and will use commercially reasonab le efforts to minimize any resulting delay in or interference with the performance of its obligations under this Agreement. Notwithstanding any other provision of this Section 11.2, a Force Majeure Event shall not relieve Client of its obligations to pay m onies due and owing to Rubicon hereunder. 11.3 Assignment. Neither party shall assign, transfer, or otherwise delegate any of its rights, duties, or obligations under this Agreement in whole or in part to any individual, firm or corporation without the pr ior written consent of the other party, which consent shall not be unreasonably withheld, and any attempted assignment (whether by operation of law or otherwise) shall be void; except that Rubicon may delegate any of its rights, duties, or obligations unde r this Agreement to one or more of its affiliates. Notwithstanding the foregoing, either party may assign its rights, duties, and obligations hereunder, without approval of the other party, to a party that succeeds to all or substantially all of its asset s or business (whether by sale, merger, operation of law or otherwise), so long as the assignee agrees in writing to be bound by the terms and conditions of this Agreement; provided, however, that any such assignment by Client shall be subject to any fee adjustments specified in an Order, or that may be necessary because of Client’s use of the subscribed Services beyond the licensing parameters specified in the applicable Order; and further provided that no such assignment may be to a competitor of Rubicon. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their successors and permitted assigns. 11.4 Independent Contractors. Nothing in this Agreement shall be construed to create an agency, joint venture, partnership or other form of business association between the parties. Neither party has the right or authority to make any contract, representation or binding promise of any nature on behalf of the other party, and neither party shall hold itself o ut as having such right or authority. 11.5 No Waiver. The failure on the part of either party to exercise any right or remedy hereunder will not operate as further waiver of such right or remedy in the future or any other right or remedy. 11.6 Severability. In the event that any provision of this Agreement is held invalid or unenforceable in any circumstances by a court of competent jurisdiction, the remainder of this Agreement, and the application of such provision in any other circumstances, will not be affected t hereby. 11.7 Counterparts. This Agreement may be executed in duplicate and either copy or both copies are considered originals. 11.8 Notices. All official notices (including any notices regarding breach, termination, renewal, etc.) required or permitted hereunder shall be in writing and shall be delivered personally or sent by certified, registered mail or next day express mail or courier, postage prepaid. Any such notice shall be deemed given (a) when so delivered personally; (b) three (3) days after, when sent by certified or registered mail; or (c) the day after, when sent by next day express mail or courier, as follows: (i) if to Client, to it at: 1207 Eubanks Rd, Chapel Hill NC 27516 ; (ii) if to Rubicon, to it at: Rubicon Global, LLC, 100 West Main Street, Suite 610, Lexington, KY 40507. In addition, routine, non-contractual notices, consents and approvals (including support) given under this Agreement may be delivered in writing as provided above or through electronic mail or other electronic record addressed to the parties identified herein. DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 9 11.9 Marketing. Client agrees that Rubicon may reference Client’s execution of this Agreement and its status as a user of the Subscribed Services in marketing materials and in sales presentations. Rubicon may use Client’s Marks in connection with such usage. 11.10 Entire Agreement. This Agreement (including any Orders, Exhibits, Statements of Work and attachments, which are hereby incorporated herein by reference) constitute the final and entire agreement between the parties, and supersedes all prior written and oral agreements, understandings, or communications with respect to the subject matter of thi s Agreement. 11.11 Cooperative Purchasing. Rubicon and the Client agree that other government entities (including but not limited to municipalities, counties, states, public utilities, non-profit hospitals, educational institutes, special governmental agencies, and non-profit corporations) that allow cooperative purchasing may utilize the terms of this agreement to procure Rubicon’s software and services. The undersigned represent and warrant that they are authorized as representatives of the party on whose behalf they are signing to sign this Master Software Services Agreement and to bind their respective p arty hereto. ORANGE COUNTY, NC RUBICON GLOBAL, LLC Authorized Signature Authorized Signature Printed Name and Title Printed Name and Title Date: _________________________ Date: _______________________________ DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6 3/28/2023 SVP, Smart CitiesConor RiffleCounty ManagerBonnie Hammersley 3/29/2023 Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 10 EXHIBIT A PROFESSIONAL SERVICE TERMS These Professional Services Terms are hereby annexed to and made a part of the Master Software Services Agreement (the “Agreement”) between Rubicon and Client. In the event any provisions of these Professional Services Terms contradict or are inconsistent with the provisions of the Agreement, the provisions these Professional Services Terms shall prevail and govern. 1. Services. Upon request by Client, Rubicon will provide consultants to perform implementation , consulting and training services to the extent such Professional Services are identified in any mutually agreed upon Statement of Work more fully describing the project assumptions, specifications, scope, work plan, responsibilities, duration and fees fo r such Professional Services, which Statements of Work shall reference the Agreement and be sequentially numbered. Any modifications to a Statement of Work shall be made by written change order, in Rubicon’s standard form, executed by both parties to this Agreement (a “Change Order”). Each Change Order complying with this Section shall be deemed to be an amendment to the applicable Statement of Work to which it applies and shall become a part thereof. 2. Cooperation. All Professional Services will be coordinated with the designated Client Project Coordinator, as identified in each Statement of Work. Client shall cooperate and provide information as is reasonably necessary or desirable for the timely completion of the Professional Services. Client shall at all times make available its functional and/or information technology personnel as reasonably required or desirable for Rubicon to perform the Professional Services, and Client shall timely fulfill its obligations and responsibilities set forth in each Statement of Work. To the extent required or as specified in any Statement of Work or work plan, Client shall provide Rubicon with access to its facilities, software, system s, data, information and support materials to perform the Professional Services. Client acknowledges that Rubicon’s performance hereunder is contingent on Client’s timely and effective performance of Client’s responsibilities and Client’s timely decisions and approvals. If Client fails to provide required information and/or make decis ions as agreed or in a reasonably expeditious and timely manner, and such failure results in a delay in delivery of any deliverables or Work Product or to the overall project, Client agrees to extend the time frame for delivery of the deliverable or projec t, as applicable, on a day for day basis and compensate Rubicon for any additional work required as a result of such delay. 3. Project Control. Rubicon shall have the sole right to supervise, manage, contract, direct, procure, perform, or cause to be performed, all Professional Services performed by it pursuant to a Statement of Work. Rubicon may subcontract all or a portion of the Professional Services to a qualified third party. In recognition that Rubicon personnel may perform similar services for third parties, this Agreement shall not prevent Rubicon from providing services or developing materials that may be perceived as competitive with those developed or provided hereunder, subject to the confidentiality provisions of the Agreement. 4. Compensation. All Professional Services will be provided by Rubicon on a time, materials and expense basis at Rubicon’s then current rates, unless otherwise agreed by the parties in a Statement of Work. 5. Termination. These Professional Services Terms shall be effective as of the Effective Date of the Agreement and shall remain in effect until (a) terminated by either party upon thirty (30) days prior written notice in the event no Statem ent of Work is outstanding; or (b) as provided in the Agreement, whichever is earlier. Client shall be liable for payment to Rubicon for all Professional Services provided or performed prior to the effective date of any such termination, including an y expenses incurred pursuant to the provision of such Services. 6. Additional Services. Any services performed by Rubicon at the request of Client that are outside the scope of any Professional Services described in the applicable Statement of Work shall be governed by these terms and will be billed at Rubicon’s then current rates. 7. Acceptance Criteria. Each deliverable provided to Client through Professional Services under this Agreement (collectively, the “Client Deliverables”) will be deemed accepted by Client upon delivery, unless Client provides written notice of rejection to Rubicon within five (5) business days of such delivery (the “Acceptance Period”) and such notice specifically identifies the manner in which the applicable Client Deliverables fail to materially comply with their applicabl e specifications. In the event Client rejects the applicable Client Deliverables within the Acceptance Period, Rubicon shall use commercially reasonable efforts to make such corrections to Client Deliverables, such that the Client Deliverables materially DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 11 comply with the applicable specifications, and shall present the same to Client for acceptance pursuant to this paragraph. Any use of Client Deliverables by Client following delivery, other than review and testing of such Client Deliverables to confirm compliance with the applicable specifications, shall constitute acceptance. DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 12 ORDER NUMBER 1 TO THE MASTER SOFTWARE SERVICES AGREEMENT This independent Order Number 1 (“Order”) to the Master Software Services Agreement is made as of ____________________(“Order Effective Date”), by and between Rubicon Global, LLC (“Rubicon”) and Orange County, NC (“Client”). This Order is part of the Master Software Services Agreement between the parties dated ____________________ (“Agreement”). Capitalized terms used and not otherwise defined in this Order shall have the respective meanings set forth in the Agreement. 1. The Subscribed Services. DESCRIPTION COST Year 1 Cost $27,945.00 Year 2 Cost $22,320.00 Year 3 Cost $22,320.00 Total Cost (36-month contract) $72,585.00 The complete pricing proposal has been included in this package as Addendum B. Notwithstanding Exhibit B, if Client desires the addition of “Fleet Optimization” services, in lieu of the price stated in Addendum B for such services and upon request for such services by Client (a "Fleet Optimization Request"), Rubicon shall provide such services for 8 trucks for a total of $15,000. 2. Other Charges. As may be agreed to by the parties in writing from time to time. 3. Payment Terms. The parties agree that the fees for the above services shall be a total of SEVENTY TWO THOUSAND FIVE HUNDRED EIGHTY FIVE DOLLARS AND ZERO CENTS ($72,585.00) payable as follows (“Fee”): a. US$ 27,945.00 due upon execution of this Agreement. b. US$ 22,320.00 due upon the first anniversary of this Agreement. c. US$ 22,320.00 due upon the second anniversary of this Agreement. d. US $15,000.00 due within 10 days of a Rubicon’s receipt of a Fleet Optimization Request. 4. Renewal. Unless either party gives the other party written notice of non -renewal at least ninety (90) days prior to the expiration of the initial term, upon expiration of the initial terms of the Subscribed Services (as described in the tabl e in Section 1 of this Order) and Client’s obligations to pay the applicable fees, the parties shall meet and determine if the Agreement shall be extended by another term. If the parties shall so agree, they will negotiate in good faith terms, conditi ons and fees associated with any renewal term. For purposes of clarification, the liquidated damages specified in Section 5.5 of the Agreement shall apply to the initial term of the Subscribed Services, or the then -current renewal term, as the case may be. 5. Fee for the Automatic Monthly Extension Period. Fee for the Automatic Monthly Extension described in the Section 5.2 of the Agreement will be $2,480.00 per month, which Rubicon will invoice each month while the Automatic Monthly Extension is in effect. Client shall pay all fees, charges and expenses in accordance with the Section 4 of the Agreement. 6. Separate Agreement. Rubicon may provide Professional Services regarding the Subscribed Services provided hereunder pursuant to a Statement of Work to the Professional Services Terms execut ed between the parties. Client understands and agrees that such Professional Services and associated Statements of Work that may be signed are separate and independent contractual obligations from any Order or amendment thereto relating to the access and use of the Subscribed Services. Client shall not withhold payments that are due and payable pursuant to this Order or any other Order(s) or amendment(s) thereto because of the status of Professional Services performed under any Statement of Work. DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 13 The undersigned represent and warrant that they are authorized as representatives of the party on whose behalf they are signing to sign this Order and to bind their respective party hereto. ACCEPTED BY: ACCEPTED BY: ORANGE COUNTY, NC RUBICON GLOBAL, LLC Authorized Signature Authorized Signature Printed Name and Title Printed Name and Title DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6 Conor Riffle SVP, Smart CitiesCounty ManagerBonnie Hammersley Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 14 ADDENDUM A SERVICE AVAILABILITY RUBICONSmartCity software is hosted externally using Amazon Web Services (AWS). Below please find our standard Service Level Availability Policy (SLA): Rubicon’s Service Availability commitment for a given calendar month is 99.5%. Service Availability is calculated per month as follows: (Total time - Unplanned Outage - Planned Maintenance) / (Total – Planned Maintenance) X 100  Definitions: o Total time is the total minutes in the month o Unplanned Outage is total minutes unavailable due to an unplanned outage in the month o Planned Maintenance is total minutes of planned maintenance in the month. Currently, Planned Maintenance is four (4) hours for weekly maintenance, four (4) hours for monthly maintenance, four (4) hours for quarterly maintenance. Rubicon’s current weekly maintenance begins at 10 pm (Eastern) on Fridays; monthly maintenance begins at 2:00 am (Eastern) on Saturday; and quarterly maintenance begins at 6:00am (Eastern) on Saturday. All times are subject to change upon rea sonable notice. If actual maintenance exceeds the time allotted for Planned Maintenance, it is considered an Unplanned Outage. If actual maintenance is less than time allotted for Planned Maintenance, that time is not applied as a credit to offset any Unplanned Outage time for the month. The measurement point for Service Availability is the availability of the Rubicon Service. Customer may request an availability report once per month.  Service Response o Rubicon Production Support and Service Level Availability Policy (SLA) o Rubicon’s Service Response commitment is: (1) not less than 50% of (online) transactions in two (2) seconds or less and not more than 10% in five (5) seconds or more. o Service Response is the processing time of the Rubicon Production Ser vice in the Amazon Web Service data center to complete transactions submitted from a web browser. o The time required to complete the request will be measured from the point in time when the request has been fully received by the encryption endpoint in the Amazon Web Service data center, until such time as the response begins to be returned for transmission to Customer. Customer may request a response time report not more than once per month via email.  Disaster Recovery o Rubicon commits to a recovery time objective of twelve (12) hours - measured from the time that the Rubicon Service becomes unavailable until it is available again. Rubicon commits to a recovery point objective of one (1) hour - measured from the time that the first transaction is lost until the Rubicon Service became unavailable. o Rubicon will test the disaster recovery plan once every six months and will make available a written summary of the results of the most recent test available to Customer upon its request made via the Customer Center.  Severity Level Determination Submittal o Customer shall reasonably self-diagnose each support issue and recommend to Rubicon an appropriate Severity Level designation. Rubicon shall validate Customer's Severity Level designation or notify Customer of a proposed change in the Severity Level designation to a higher or lower level with justification for the proposal. In the event of a conflict regarding the appropriate Severity Level designation, each party shall promptly escalate such conflict to its management team for resolution through consultation between the parties' management, during which time the parties shall continue to handle the support issue in accordance with the Rubicon Severity Level designation. In the rare case a conflict requires a management discussion, both parties shall be available within one hour of the escalation.
 DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 15  Support Issue Production Levels - Response and Escalation o Response Time is the period from the time the Production case was logged in the Customer Center until Rubicon responds to Customer and/or escalation within Rubicon, as appropriate. Because of the widely varying nature of issues, it is not possible to provide specific resolution commitments.  SEVERITY LEVEL 1  Definition: The Rubicon Service is unavailable for all users  Rubicon Response Commitment: Rubicon will respond within one (1) hour of receipt of case.  Resolution: Rubicon will work to resolve the problem until the Service is returned to normal operation. Customer will be notified of status changes.  Escalation: If the problem has not been resolved within one (1) hour, Rubicon will escalate the problem within the appropriate Rubicon organization. The escalated problem will have higher priority than ongoing support, development or operations initiatives.  Customer Response Commitment: Customer shall remain accessible by phone for troubleshooting from the time a Severity 1 issue is logged until such time as it is resolved.  SEVERITY LEVEL 2  Definition: The Rubicon Service contains a bug that prevents Customer from executing one or more critical business processes with a significant impact and no workaround exists.  Rubicon Response Commitment: Rubicon will respond within one (1) hour of receipt of case.  Resolution: Rubicon will work to resolve the problem until the Service is returned to normal operation. Customer will be notified of status changes.  Escalation: If the problem has not been resolved within four {4) hours.; Customer may request that Rubicon escalate the problem within the appropriate Rubicon or ganization where the escalated problem will have higher priority than ongoing development or operations initiatives.  Customer Response Commitment: Customer shall remain accessible by phone for troubleshooting from the time a Severity 2 issue is logged until such time as it is resolved.  SEVERITY LEVEL 3  Definition: The Rubicon Service contains a bug that prevents Customer from executing one or more important business processes. A workaround exists but is not optimal.  Rubicon Response Commitment: Rubicon will respond within four (4) hours of receipt of case.  Resolution: If resolution requires a Rubicon bug fix, Rubicon will add the bug fix to its development queue for future Update and suggest potential workaround until the problem is resolved in a future Update. Customer will be notified of status changes.  Escalation: If the problem has not been resolved within one (1) week, Customer may request that Rubicon escalate the problem to the appropriate Rubicon organization.  Customer Response Commitment: Customer will respond to Rubicon requests for additional information and implement recommended solutions in a timely manner.  SEVERITY LEVEL 4:  Definition: The Rubicon Service contains an issue that may disrupt important business processes where a workaround is available or functionality is not imperative to Customer's business operations. DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 16  Rubicon Response Commitment: Rubicon will respond within twenty-four (24) hour of receipt of case.  Resolution: If resolution requires a Rubicon bug fix, Rubicon will add the bug fix to its development queue for a future Update and suggest potential workaround until the problem is resolved in a future Update. Customer will be notified of status changes.  Escalation: None.  Customer Response Commitment: Customer will respond to Rubicon requests for additional information and implement recommended solutions in a timely manner.  CUSTOMER CARE or OPERATIONS REQUEST (Severity Level 5):  Definition: Non-system issues such as Named Support Contact change, requests for SLA reports or business documents, etc. If necessary to open a Support case requesting assistance, Severity 5 should be used.  Rubicon Response Commitment: Rubicon will respond within twenty-four (24) hours of receipt of case.  Resolution Commitment: Rubicon will respond to request. Customer will be notified of status changes.  Escalation: None.  Customer Commitment: Customer will respond to Rubicon requests for additional information in a timely manner. o Rubicon Support Scope  Rubicon will support functionality that is developed by Rubicon and under its direct control. For any other functionality, and/or issues or errors in the Rubicon Service caused by issues, errors and/or changes in Customer's information systems and/or third party produc ts or services, Rubicon may assist Customer and its third party providers in diagnosing and resolving issues or errors but Customer acknowledges that these matters are outside of Rubicon’s support obligations. Service Level failures attributable to (i) Customers acts or omissions; and (ii) force majeure events shall be excused. o Rubicon Service Credit  In the event of a failure by Rubicon to meet the Service Availability and Service Response minimums as set forth in the SLA, as Customer’s sole and exclusive remedy, at Customer's request, Rubicon shall provide service credits in accordance with the following:  a) First month in any rolling six (6) month period: 10% of the Subscription Fee paid for the applicable month for the affected Service  b) Second month in any rolling six (6) month period: 20% of the Subscription Fee paid for the applicable month for the affected Service  c) Third month in any rolling six (6) month period: 30% of the Subscription Fee paid for the applicable month for the affected Service  d) Fourth month in any rolling six (6) month period: 40% of the Subscription Fee paid for the applicable month for the affected Service  e) Fifth month in any rolling six (6) month period: 50% of the Subscription Fee paid for the applicable month for the affected Service or within thirty (30) days of such failure Customer shall have the option to terminate the entire Agreement and upon such termination Customer shall receive a refund of all prepaid subscription fees that are unearned as of the date such termination is effective.  If more than one of the above (a through e) is triggered, Customer will be eligible for the greater amount for the applicable month only. Credits shall be deducted from subsequent invoices for subscription fees or other fees or, upon expiration or termination of the Agreement, paid to Customer directly. DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 17 ADDENDUM B PRICING PROPOSAL The proposed RUBICONSmartCity cost is for 8 vehicles in Orange County’s sanitation fleet. A breakdown of all costs have been included below: 8 Vehicles - Rubicon Provided Tablets UNITS COST Total Upfront $5,625.00 Launcher Training/Implementation 30 Hours $5,625.00 Total Annual Recurring $22,320.00 RUBICONSmartCity Software $13,680.00 Portal & Mobile App Software License (Solid Waste Software) 8 Device Licenses $13,680.00 Rubicon X $8,640.00 iPad Tablets + Mobile Data 8 Devices $8,640.00 Y1 $27,945.00 Y2 $22,320.00 Y3 $22,320.00 TOTAL CONTRACT VALUE $72,585.00 RUBICONSmartCity Software What’s Included Portal & Mobile App Software License (Solid Waste): Annual Recurring Cost - $14,592.00  Unlimited county staff access to the RUBICONSmartCity Solid Waste Portal (Software)  Mobile App Licenses for county owned tablets  External hosting in a secure cloud environment  All personnel training, hardware and software maintenance and warranty  Access to all currently available features and software updates and upgrades o This includes in field supervisor application, as well as all Mobile App and Portal developments as they become publicly available Rubicon X What’s Included in Rubicon X (Rubicon Provided iPads): Annual Recurring Cost - $9,216.00  In-Cab-Interfaces (iPad) to be used across the entirety of the county’s solid waste operation  All mobile data services and costs  All required charging cables, charging stations, iPad cases, and iPad mounts  Warranty includes 3 replacement In-Cab-Interface devices per year Professional Services What’s Included in Launch/Training/Implementation: One Time Cost - $6,000.00  Rubicon’s Customer Success Team will conduct a series of training sessions for participating operators to ensure that they are able to utilize the ICI to its full extent DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 18  Rubicon will conduct separate Portal training with the county’s fleet managers, supervisors, customer service representatives, etc.  After installation and training, Rubicon and the county will “Go Live” What’s Included in Fleet Optimization: One Time Cost - $1,875.00 per vehicle optimized  Rubicon works directly with counties to identify goals, incorporate constraints, and produce scenarios for the county to review before implementation.  Rubicon optimizes all of your routes offline and provides the tools necessary to keep them up to date and balanced within our digital portal as your routes change over time.  Rubicon bases our optimization recommendations on observed fleet data through our in -truck technology combined with pre-existing data from the county. Extensions The fees for any extensions or renewals beyond Year 3 may be adjusted no more than once in twelve (12) months by the percentage change between the Consumer Price Index baseline (“CPI Baseline”) and the most recently available Consumer Price Index for all Urban Consumers – U.S. City Average – Services (“CPI”) as published by the Bureau of Labor Statistics, at the time of the price review and adjustment. The month and year of the initial CPI Baseline are December 2022 Line Item Add-Ons for Additional RUBICONSmartCity Technology Should the County wish to add additional technology, devices, or services during the course of the contract, the County may purchase these off of the list below, which is also available on Sourcewell. Rubicon can provide additional discounts off these list prices at its discretion RUBICONSmartCity Add-On Line Item Pricing Professional Services: One Time Cost UNITS COST API Integration Per Hour $125.00 Launcher Training/Implementation Per Hour $187.50 Fleet Optimization Per Vehicle $1,875.00 Software + Hardware: Annual Recurring Cost UNITS COST RUBICONSmartCity Software Portal & Mobile App Software License (Solid Waste Software) Per Device License $1,710.00 Rubicon X iPad Tablets + Mobile Data Per Device $1,080.00 DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 October 4, 2024 Via certified/registered or next day express mail Orange County, North Carolina 1207 Eubanks Road Chapel Hill, NC 27516 RE: Consent to Assignment To whom it may concern: Pursuant to the terms of that certain Asset Purchase Agreement, dated as of May 7, 2024 (the “Purchase Agreement”), by and among Rubicon Technologies, Inc., a Delaware corporation (“Parent”), Rubicon Technologies Holdings, LLC, a Delaware limited liability company (together with Parent, “Sellers”) and Wastech Corp., a Delaware corporation (“Buyer”), Sellers caused Rubicon Global, LLC, a Delaware limited liability company (the “Rubicon Entity”) to sell and assign to Buyer, and Buyer agreed to purchase and assume from the Rubicon Entity, certain contracts of the Rubicon Entity. In connection with the Purchase Agreement, please sign below acknowledging your consent for the Rubicon Entity to assign to Buyer all right, title and interest in and to the Master Software Service Agreement by and between the Rubicon Entity and Orange County, North Carolina, dated March 29, 2023 (the “Contract”). Effective with the assignment, Buyer hereby agrees to assume all obligations in and to, and agrees to pay, perform and discharge, in a timely manner in accordance with the terms hereof, the Contract, and by signing this letter agreement, you hereby agree to and acknowledge such assignment and assumption. Additionally, please note that the address for any written notices to Buyer will be: c/o Routeware, Inc. 16525 SW 72nd Ave Portland, OR 97224 Attention: Chief Financial Officer Phone: 503-906-8500 Email: tdahltorp@routeware.com [rest of page intentionally left blank] Docusign Envelope ID: EC8D42E6-B589-4323-AFA6-C179D71DC9FFDocusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 Docusign Envelope ID: EC8D42E6-B589-4323-AFA6-C179D71DC9FFDocusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36 [Signature Page to Consent to Assignment (Wastech Corp.)] Agreed and Acknowledged: ORANGE COUNTY, NORTH CAROLINA By: __________________________ Name: Title: Date: Docusign Envelope ID: EC8D42E6-B589-4323-AFA6-C179D71DC9FF County Manager 4/4/2025 Travis Myren Docusign Envelope ID: CA9B5C0F-06A6-8C9C-811B-03F1CE8EAA36