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RES 18-19-045A ALL SIGNED LAS CRUCES UTILITIES BOARD RESOLUTION NO. 18-19-045A A RESOLUTION AUTHORIZING YEAR ONE (1) OF A THREE (3) ONE-YEAR RENEWAL SERVICE AGREEMENT FOR ROUTEWARE ROUTING SOFTWARE AND HARDWARE, IN THE AMOUNT NOT TO EXCEED $101,000.00. The Board of Commissioners for the City of Las Cruces Utilities, on behalf of the City of Las Cruces, is informed that: WHEREAS, on December 13, 2018, Resolution No. 18-19-045 was approved by the Las Cruces Utilities (' LCU") Board of Commissioners ("Board") for the purchase of the Routeware system to be installed on Solid Waste route trucks and back office computers; and WHEREAS, in June of 2019 LCU Solid Waste route trucks and office computers went live with the use of the Routeware system; and WHEREAS, the Routeware system has allowed LCU Solid Waste to provide accurate and immediate response to customer service questions related to Solid Waste collection activities, identify containers onsite versus what the customer is actually paying, eliminate redundancy with the use of helper routes, reduce "go- backs" at no charge; and WHEREAS, Resolution No. 18-19-045 allows for three (3) additional one-year terms, subject to approved budget appropriations. Fiscal Year 2021 will be the first of the three (3) one-year renewal terms; and WHEREAS, there is a current Houston-Galveston Area Council Buy ("HGACBuy") contract with Routeware, Inc., FL03-19, which LCU will utilize, along with South Central Solid Waste Authority (SCSWA).; and WHEREAS, the total service agreement amount will not exceed $101,000.00, which is the LCU portion of this contract. LCU FY20 06/20 Rev. 4 LCU Board Resolution No. 18-19-045A Page 2 of 2 NOW, THEREFORE, Be it Resolved by the Board of Commissioners for the City of Las Cruces Utilities, on behalf of the City of Las Cruces: (I) THAT the Existing Contract Purchase Agreement between Routeware, Inc. and LCU, as shown in Exhibit B, attached hereto and made part of this Resolution is hereby approved in the amount not to exceed $101,000.00. (II) THAT City staff is hereby authorized to do all deeds necessary in the accomplishment of the herein above. DONE AND APPROVED this 13th day of August 2020. APPROVED: By Board Chair ATTEST: Secretary VOTE: Chair Little: Moved by Vice-Chair Archuleta: Commissioner Bencomo: Seconded by Commissioner Carmichael: Commissioner Hardee: Commissioner Johnson: Commissioner Sorg: APPROVED AS TO FORM: L Sr. Assistant City Attorney LCU FY20 06/20 Rev. 4 EXHIBIT" "A" DocuSign Envelope ID:DCB31 CC4-BCAC-4442-8910-238908C57059 -GAC Houston-Galveston Area Council P.O. Box 22777 -3555 Timmons • Houston,Texas 77227-2777 Cooperative Agreement-Routeware,Inc. -Public Services- 19-00043 GENERAL PROVISIONS This Agreement is made and entered into, by and between the Houston-Galveston Area Council hereinafter referred to as H-GAC having its principal place of business at 3555 Timmons Lane, Suite 120, Houston, Texas 77027 and Routeware, Inc., hereinafter referred to as the Contractor, having its principal place of business at 16575 SW 72nd Avenue, Portland, OR 97224. WITNESSETH: WHEREAS, H-GAC hereby engages the Contractor to perform certain services in accordance with the specifications of the Agreement; and WHEREAS, the Contractor has agreed to perform such services in accordance with the specifications of the Agreement,- NOW, THEREFORE, H-GAC and the Contractor do hereby agree as follows: ARTICLE 1: LEGAL AUTHORITY The Contractor warrants and assures H-GAC that it possesses adequate legal authority to enter into this Agreement. The Contractor's governing body, where applicable, has authorized the signatory official(s) to enter into this Agreement and bind the Contractor to the terms of this Agreement and any subsequent amendments hereto. ARTICLE 2:APPLICABLE LAWS The Contractor agrees to conduct all activities under this Agreement in accordance with all applicable rules, regulations, directives, standards, ordinances, and laws, in effect or promulgated during the term of this Agreement, including without limitation, workers' compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing laws and regulations. When required, the Contractor shall furnish H-GAC with satisfactory proof of its compliance therewith. ARTICLE 3: INDEPENDENT CONTRACTOR The execution of this Agreement and the rendering of services prescribed by this Agreement do not change the independent status of H-GAC or the Contractor. No provision of this Agreement or act of H- GAC in performance of the Agreement shall be construed as making the Contractor the agent, servant or employee of H-GAC, the State of Texas or the United States Government. Employees of the Contractor are subject to the exclusive control and supervision of the Contractor. The Contractor is solely responsible for employee related disputes and discrepancies, including employee payrolls and any claims arising therefrom. ARTICLE 4:WHOLE AGREEMENT The General Provisions, Special Provisions, and Attachments, as provided herein, constitute the complete Agreement(`Agreement")between the parties hereto, and supersede any and all oral and written agreements between the parties relating to matters herein. Except as otherwise provided herein, this Agreement cannot be modified without written consent of the parties. ARTICLE 5: SCOPE OF SERVICES Page 1 of 7 DocuSign Envelope ID:DCB31CC4-BCAC-4442-8910-238908C57059 The services to be performed by the Contractor are outlined in an Attachment to this Agreement. ARTICLE 6: PERFORMANCE PERIOD This Agreement shall be performed during the period which begins Mar 012019 and ends Feb 28 2021. All services under this Agreement must be rendered within this performance period, unless directly specified under a written change or extension provisioned under Article 15, which shall be fully executed by both parties to this Agreement. ARTICLE 7: PAYMENT OR FUNDING Payment provisions under this Agreement are outlined in the Special Provisions. ARTICLE 8: REPORTING REQUIREMENTS If the Contractor fails to submit to H-GAC in a timely and satisfactory manner any report required by this Agreement, or otherwise fails to satisfactorily render performances hereunder, H-GAC may terminate this agreement with notice as identified in Article 16 of these General Provisions. H-GAC has final determination of the adequacy of performance and reporting by Contractor. Termination of this agreement for failure to perform may affect Contractor's ability to participate in future opportunities with H-GAC. The Contractor's failure to timely submit any report may also be considered cause for termination of this Agreement. Any additional reporting requirements shall be set forth in the Special Provisions of this Agreement. ARTICLE 9: INSURANCE Contractor shall maintain insurance coverage for work performed or services rendered under this Agreement as outlined and defined in the attached Special Provisions. ARTICLE 10: SUBCONTRACTS and ASSIGNMENTS Except as may be set forth in the Special Provisions, the Contractor agrees not to subcontract, assign, transfer, convey, sublet or otherwise dispose of this Agreement or any right, title, obligation or interest it may have therein to any third party without prior written approval of H-GAC. The Contractor acknowledges that H-GAC is not liable to any subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under all subcontracts shall result in compliance with all the terms and provisions of this Agreement as if the performance rendered was rendered by the Contractor. Contractor shall give all required notices, and comply with all laws and regulations applicable to furnishing and performance of the work. Except where otherwise expressly required by applicable law or regulation, H-GAC shall not be responsible for monitoring Contractor's compliance, or that of Contractor's subcontractors, with any laws or regulations. ARTICLE 11:AUDIT Notwithstanding any other audit requirement, H-GAC reserves the right to conduct or cause to be conducted an independent audit of any transaction under this Agreement, such audit may be performed by the H-GAC local government audit staff, a certified public accountant firm, or other auditors designated by H-GAC and will be conducted in accordance with applicable professional standards and practices. The Contractor understands and agrees that the Contractor shall be liable to the H-GAC for any findings that result in monetary obligations to H-GAC. ARTICLE 12: EXAMINATION OF RECORDS The Contractor shall maintain during the course of the work complete and accurate records of all of the Contractor's costs and documentation of items which are chargeable to H-GAC under this Agreement. H-GAC, through its staff or designated public accounting firm, the State of Texas, and United States Government, shall have the right at any reasonable time to inspect, copy and audit those records on or Page 2 of 7 DocuSign Envelope ID:DCB31CC4-BCAC-4442-8910-238908C57059 off the premises by authorized representatives of its own or any public accounting firm selected by H- GAC. The right of access to records is not limited to the required retention period, but shall last as long as the records are retained. Failure to provide access to records may be cause for termination of the Agreement. The records to be thus maintained and retained by the Contractor shall include (without limitation): (1)personnel and payroll records, including social security numbers and labor classifications, accounting for total time distribution of the Contractor's employees working full or part time on the work, as well as cancelled payroll checks, signed receipts for payroll payments in cash, or other evidence of disbursement of payroll payments; (2)invoices for purchases, receiving and issuing documents, and all other unit inventory records for the Contractor's stocks or capital items; and(3) paid invoices and cancelled checks for materials purchased and for subcontractors' and any other third parties' charges. The Contractor further agrees that the examination of records outlined in this article shall be included in all subcontractor or third-party agreements. ARTICLE 13: RETENTION OF RECORDS The Contractor and its subcontractors shall maintain all records pertinent to this Agreement, and all other financial, statistical, property, participant records, and supporting documentation for a period of no less than seven (7)years from the later of the date of acceptance of the final payment or until all audit findings have been resolved. If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the retention period, the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the seven (7)years, whichever is later, and until any outstanding litigation, audit, or claim has been fully resolved. ARTICLE 14: CHANGES AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Agreement, which are required by changes in federal or state law or by regulations, are automatically incorporated without written amendment hereto, and shall become effective on the date designated by such law or by regulation. B. To ensure the legal and effective performance of this Agreement, both parties agree that any amendment that affects the performance under this Agreement must be mutually agreed upon and that all such amendments must be in writing. After a period of no less than 30 days subsequent to written notice, unless sooner implementation is required by law, such amendments shall have the effect of qualifying the terms of this Agreement and shall be binding upon the parties as if written herein. ARTICLE 15: TERMINATION PROCEDURES The Contractor acknowledges that this Agreement may be terminated for Convenience or Default. A. Convenience H-GAC may terminate this Agreement at any time, in whole or in part, with or without cause, whenever H-GAC determines that for any reason such termination is in the best interest of H- GAC, by providing written notice by certified mail to the Contractor. Upon receipt of notice of termination, all services hereunder of the Contractor and its employees and subcontractors shall cease to the extent specified in the notice of termination. The Contractor may cancel or terminate this Agreement upon submission of thirty(30)days written notice,presented to H-GAC via certified mail. The Contractor may not give notice of cancellation after it has received notice of default from H-GAC. B. Default Page 3 of 7 DocuSign Envelope ID:DC831CC4-BCAC-4442-8910-238908C57059 H-GAC may, by written notice of default to the Contractor, terminate the whole or any part of the Agreement, in any one of the following circumstances: (1) if the Contractor fails to perform the services herein specified within the time specified herein or any extension thereof, or (2) If the Contractor fails to perform any of the other provisions of this Agreement for any reason whatsoever, or so fails to make progress or otherwise violates the Agreements that completion of services herein specified within the Agreement term is significantly endangered, and in either of these two instances does not cure such failure within a period often(10) days (or such longer period of time as may be authorized by H-GAC in writing) after receiving written notice by certified mail of default from H-GAC. ARTICLE 16: SEVERABILITY H-GAC and Contractor agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. ARTICLE 17: FORCE MAJEURE To the extent that either party to this Agreement shall be wholly or partially prevented from the performance of any obligation or duty placed on such party by reason of or through strikes, stoppage of labor, riot, fire, flood, acts of war, insurrection, accident, order of any court, act of God, or specific cause reasonably beyond the party's control and not attributable to its neglect or nonfeasance, in such event, the time for the performance of such obligation or duty shall be suspended until such disability to perform is removed. Determination of force majeure shall rest solely with H-GAC. ARTICLE 18: CONFLICT OF INTEREST No officer, member or employee of the Contractor or subcontractor, no member of the governing body of the Contractor, and no other public officials of the Contractor who exercise any functions or responsibilities in the review or Contractor approval of this Agreement, shall participate in any decision relating to this Agreement which affects his or her personal interest, or shall have any personal or pecuniary interest, direct or indirect, in this Agreement. ARTICLE 19: FEDERAL COMPLIANCE Contractor agrees to comply with all federal statutes relating to nondiscrimination, labor standards, and environmental compliance. Additionally, for work to be performed under the Agreement or subcontract thereof, including procurement of materials or leases of equipment, Contractor shall notify each potential subcontractor or supplier of the Contractor's federal compliance obligations. These may include, but are not limited to: (a) Title VI of the Civil Rights Act of 1964(P.L. 88-352)which prohibits discrimination on the basis of race, color or national origin; (b)Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c)the Fair Labor Standards Act of 1938 (29 USC 676 et. seq.), (d) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of handicaps and the Americans with Disabilities Act of 1990; (e)the Age Discrimination in Employment Act of 1967 (29 USC 621 et. seq.) and the Age Discrimination Act of 1974, as amended (42 U.S.C. §§ 6101-6107), which prohibits discrimination on the basis of age; (f) the Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; (g)the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to the nondiscrimination on the basis of alcohol abuse or alcoholism; (h) §§ 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. 290 dd-3 and 290 ee- 3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (i)Title VIII of the Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 0) any other nondiscrimination provisions in any specific statute(s) Page 4 of 7 DocuSign Envelope ID:DCB31CC4-BCAC-4442-8910-238908C57059 applicable to any Federal funding for this Agreement; (k)the requirements of any other nondiscrimination statute(s) which may apply to this Agreement; (1) applicable provisions of the Clean Air Act(42 U.S.C. §7401 et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. §1251 et seq.), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations at 40 CPR Part 15; (m) applicable provisions of the Davis-Bacon Act(40 U.S.C. 276a - 276a-7), the Copeland Act (40 U.S.C. 276c), and the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-332), as set forth in Department of Labor Regulations at 20 CPR 5.5a; (n)the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act(P.L. 94-163). ARTICLE 20: CRIMINAL PROVISIONS AND SANCTIONS The Contractor agrees to perform the Agreement in conformance with safeguards against fraud and abuse as set forth by the H-GAC, the State of Texas, and the acts and regulations of any related state or federal agency. The Contractor agrees to promptly notify H-GAC of any actual or suspected fraud, abuse, or other criminal activity through the filing of a written report within twenty-four (24)hours of knowledge thereof. Contractor shall notify H-GAC of any accident or incident requiring medical attention arising from its activities under this Agreement within twenty-four (24)hours of such occurrence. Theft or willful damage to property on loan to the Contractor from H-GAC, if any, shall be reported to local law enforcement agencies and H-GAC within two (2) hours of discovery of any such act. The Contractor further agrees to cooperate fully with H-GAC, local law enforcement agencies, the State of Texas, the Federal Bureau of Investigation and any other duly authorized investigative unit,in carrying out a full investigation of all such incidents. The Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against the Contractor pertaining to this Agreement or which would adversely affect the Contractor's ability to perform services under this Agreement. ARTICLE 21: INDEMNIFICATION AND RECOVERY H-GAC's liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to its order processing charge. In no event will H-GAC be liable for any loss of use, loss of time, inconvenience, commercial loss, lost profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor agrees, to the extent permitted by law, to defend and hold harmless H-GAC, its board members, officers, agents, officials, employees and indemnities from any and all claims, costs, expenses (including reasonable attorney fees), actions, causes of action,judgements, and liens arising as a result of Contractor's negligent act or omission under this Agreement. Contractor shall notifiy H-GAC of the threat of lawsuit or of any actual suit filed against Contractor relating to this Agreement. ARTICLE 22: LIMITATION OF CONTRACTOR'S LIABILITY Except as specified in any separate writing between the Contractor and an END USER, Contractor's total liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, but excluding its obligation to indemnify H-GAC, is limited to the price of the particular products/services sold hereunder, and Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted. In no event will Contractor be liable for any loss of use, loss of time, inconvenience, commercial loss, loss of profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor understands and agrees that it shall be liable to repay and shall repay upon demand to Page 5 of 7 DocuSign Envelope ID:DCB31CC4-BCAC-4442-8910-238908C57059 END USER any amounts determined by H-GAC, its independent auditors, or any agency of State or Federal government to have been paid in violation of the terms of this Agreement. ARTICLE 23: TITLES NOT RESTRICTIVE The titles assigned to the various Articles of this Agreement are for convenience only. Titles shall not be considered restrictive of the subject matter of any Article, or part of this Agreement. ARTICLE 24: JOINT WORK PRODUCT This Agreement is the joint work product of H-GAC and the Contractor. This Agreement has been negotiated by H-GAC and the Contractor and their respective counsel and shall be fairly interpreted in accordance with its terms and, in the event of any ambiguities, no inferences shall be drawn against any party. ARTICLE 25:DISPUTES All disputes concerning questions of fact or of law arising under this Agreement, which are not addressed within the Whole Agreement as defined pursuant to Article 4 hereof, shall be decided by the Executive Director of H-GAC or his designee, who shall reduce his decision to writing and provide notice thereof to the Contractor. The decision of the Executive Director or his designee shall be final and conclusive unless, within thirty (30)days from the date of receipt of such notice, the Contractor requests a rehearing from the Executive Director of H-GAC. In connection with any rehearing under this Article, the Contractor shall be afforded an opportunity to be heard and offer evidence in support of its position. The decision of the Executive Director after any such rehearing shall be final and conclusive. The Contractor may, if it elects to do so, appeal the final and conclusive decision of the Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of the Agreement and in accordance with H- GAC's final decision. ARTICLE 26: CHOICE OF LAW:VENUE This Agreement shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suit or cause of action arising under or in connection with the Agreement shall lie exclusively in Harris County, Texas. Disputes between END USER and Contractor are to be resolved in accordance with the law and venue rules of the state of purchase. Contractor shall immediately notify H-GAC of such disputes. ARTICLE 27: ORDER OF PRIORITY In the case of any conflict between or within this Agreement, the following order of priority shall be utilized: 1) General Provisions, 2) Special Provisions, 3) Scope of Work, and, 4) Other Attachments. Page 6 of 7 DocuSign Envelope ID:DCB31CC4-BCAC-4442-8910-238908C57059 SIGNATURES: H-GAC and the Contractor have read, agreed, and executed the whole Agreement as of the date first written above, as accepted by: Routew754105B58DDOA49D... NJA6'ad by: H-GAC r—DocuSigned by: Signaturee. Pt�al�a Signature J— L-82EC27OD5D61423... Name Sharma Peralta Name Chuck Wemple Title Controller Title Executive Director Date 2/26/2019 Date 2/1/2019 Page 7 of 7 DocuSign Envelope ID:DCB31CC4-BCAC-4442-8910-238908C57059 H-GAC Houston-Galveston Area Council P.O. Box 22777 - 3555 Timmons • Houston,Texas 77227-2777 Cooperative Agreement-Routeware,Inc. -Public Services- 19-00043 SPECIAL PROVISIONS Incorporated by attachment, as part of the whole agreement, H-GAC and the Contractor do, hereby agree to the Special Provisions as follows: ARTICLE 1: BIDS/PROPOSALS INCORPORATED In addition to the whole Agreement, the following documents listed in order of priority are incorporated into the Agreement by reference: Bid/Proposal Specifications and Contractor's Response to the Bid/Proposal. ARTICLE 2: END USER AGREEMENTS ("EUA") H-GAC acknowledges that the END USER may choose to enter into an End User Agreement("EUA)with the Contractor through this Agreement, and that the term of the EUA may exceed the term of the current H-GAC Agreement. H-GAC's acknowledgement is not an endorsement or approval of the End User Agreement's terms and conditions. Contractor agrees not to offer, agree to or accept from the END USER, any terms or conditions that conflict with those in Contractor's Agreement with H-GAC. Contractor affirms that termination of its Agreement with H-GAC for any reason shall not result in the termination of any underlying EUA, which shall in each instance, continue pursuant to the EUA's stated terns and duration. Pursuant to the terms of this Agreement, termination of this Agreement will disallow the Contractor from entering into any new EUA with END USERS. Applicable H-GAC order processing charges will be due and payable to H-GAC on any EUAs, surviving termination of this Agreement between H-GAC and Contractor. ARTICLE 3: MOST FAVORED CUSTOMER CLAUSE Contractor shall provide its most favorable pricing and terms to H-GAC. If at any time during this Agreement, Contractor develops a regularly followed standard procedure of entering into agreements with other governmental customers within the State of Texas, and offers the same or substantially the same products/services offered to H-GAC on a basis that provides prices, warranties, benefits, and or terms more favorable than those provided to H-GAC, Contractor shall notify H-GAC within ten (10) business days thereafter, and this Agreement shall be deemed to be automatically retroactively amended,to the effective date of Contractor's most favorable past agreement with another entity. Contractor shall provide the same prices, warranties, benefits, or terns to H-GAC and its END USER as provided in its most favorable past agreement. H-GAC shall have the right and option at any time to decline to accept any such change, in which case the amendment shall be deemed null and void. If Contractor claims that a more favorable price, warranty, benefit, or term that was charged or offered to another entity during the term of this Agreement, does not constitute more favorable treatment, than Contractor shall, within ten (10) business days, notify H-GAC in writing, setting forth the detailed reasons Contractor believes the aforesaid offer is not in fact most favored treatment. H-GAC, after due consideration of Contractor's written explanation, may decline to accept such explanation and thereupon this Agreement between H-GAC and Contractor shall be automatically amended, effective retroactively, to the effective date of the most favored agreement, to provide the same prices, warranties, Page 1 of 4 DocuSign Envelope ID:DC831CC4-BCAC-4442-8910-238908C57059 benefits, or terms to H-GAC and the END USER. EXCEPTION.• This clause shall not be applicable to prices and price adjustments offered by a bidder, Proposer or contractor, which are not within bidder's/proposer's control[example; a manufacturer's bid concession], or to any prices offered to the Federal Government and its agencies. ARTICLE 4: PARTY LIABILITY Contractor's total liability under this Agreement, whether for breach of contract,warranty, negligence, strict liability, in tort or otherwise, is limited to the price of the particular products/services sold hereunder. Contractor agrees either to refund the purchase price or to repair or replace product(s)that are not as warranted. Contractor accepts liability to repay, and shall repay upon demand to END USER, any amounts determined by H-GAC, its independent auditors, or any state or federal agency, to have been paid in violation of the terms of this Agreement. ARTICLE 5: GOVERNING LAW& VENUE Contractor and H-GAC agree that Contractor will make every reasonable effort to resolve disputes the END USER in accord with the law and venue rules of the state of purchase. Contractor shall immediately notify H- GAC of such disputes. ARTICLE 6: SALES AND ORDER PROCESSING CHARGE Contractor shall sell its products to END USERS based on the pricing and terms of this Agreement. H-GAC will invoice Contractor for the applicable order processing charge when H-GAC receives notification of an END USER order. Contractor shall remit to H-GAC the full amount of the applicable order processing charge, after delivery of any product or service and subsequent END USER acceptance. Payment of the Order Processing Charge shall be remitted from Contractor to H-GAC, within thirty (30) calendar days or ten (10) business days after receipt of an END USER's payment, whichever comes first, notwithstanding Contractor's receipt of invoice. For sales made by Contractor based on this Agreement, including sales to entities without Interlocal Agreements, Contractor shall pay the applicable order processing charges to H-GAC. Further, Contractor agrees to encourage entities who are not members of H-GAC's Cooperative Purchasing Program to execute an H-GAC Interlocal Agreement. H-GAC reserves the right to take appropriate actions including, but not limited to, Agreement termination if Contractor fails to promptly remit the appropriate order processing charge to H-GAC. In no event shall H-GAC have any liability to Contractor for any goods or services an END USER procures from Contractor. At all times, Contractor shall remain liable to pay to H-GAC any order processing charges on any portion of the Agreement actually performed, and for which compensation was received by Contractor. ARTICLE 7: LIQUIDATED DAMAGES Contractor and H-GAC agree that Contractor shall cooperate with the END USER at the time an END USER purchase order is placed,to determine terms for any liquidated damages. ARTICLE 8: INSURANCE Unless otherwise stipulated in Section B of the Bid/Proposal Specifications, Contractor must have the following insurance and coverage minimums: a. General liability insurance with a Single Occurrence limit of at least $1 000,000.00, and a General Page 2 of 4 DocuSign Envelope ID:DCB31CC4-BCAC-4442-8910-238908C57059 Aggregate limit of at least two times the Single Occurrence limit. Product liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Aggregate limit of at least two times the Single Occurrence limit for all Products except Automotive Fire Apparatus. For Automotive Fire Apparatus, see Section B of the Bid/Proposal Specifications. Property Damage or Destruction insurance is required for coverage of End User owned equipment while in Contractor's possession, custody or control. The minimum Single Occurrence limit is $500,000.00 and the General Aggregate limit must be at least two times the Single Occurrence limit. This insurance may be carried in several ways, e.g. under an Inland Marine policy, as art of Automobile coverage, or under a Garage Keepers policy. In any event, this coverage must be specifically and clearly listed on insurance certificate(s) submitted to H-GAC. b. Insurance coverage shall be in effect for the length of any contract made pursuant to the Bid/Proposal, and for any extensions thereof, plus the number of days/hnonths required to deliver any outstanding order after the close of the contract period. c. Original Insurance Certificates must be furnished to H-GAC on request, showing Contractor as the insured and showing coverage and limits for the insurances listed above. d. If any Product(s) or Service(s) will be provided by parties other than Contractor, all such parties are required to carry the minimum insurance coverages specified herein, and if requested by H-GAC, a separate insurance certificate must be submitted for each such party. e. H-GAC reserves the right to contact insurance underwriters to confirm policy and certificate issuance and document accuracy. ARTICLE 9: PERFORMANCE AND PAYMENT BONDS FOR INDIVIDUAL ORDERS H-GAC's contractual requirements DO NOT include a Performance &Payment Bond (PPB); therefore, Contractor shall offer pricing that reflects this cost savings. Contractor shall remain prepared to offer a PPB to cover any order if so requested by the END USER. Contractor shall quote a price to END USER for provision of any requested PPB, and agrees to furnish the PPB within ten business (10) days of receipt of END USER's purchase order. ARTICLE 10: CHANGE OF STATUS Contractor shall immediately notify H-GAC, in writing, of ANY change in ownership, control, dealership/franchisee status, Motor Vehicle license status, or name. Contractor shall offer written guidance to advise H-GAC if this Agreement shall be affected in any way by such change. H-GAC shall have the right to determine whether or not such change is acceptable, and to determine what action shall be warranted, up to and including cancellation of Agreement. ARTICLE 11: TEXAS MOTOR VEHICLE BOARD LICENSING All that deal in motor vehicles shall maintain current licenses that are required by the Texas Motor Vehicle Commission Code. If at any time during this Agreement term, any required Contractor license is denied, revoked, or not renewed, Contractor shall be in default of this Agreement, unless the Texas Motor Vehicle Page 3 of 4 DocuSign Envelope ID:DCB31CC4-BCAC-4442-8910-238908C57059 Board issues a stay or waiver. Contractor shall promptly provide copies of all current applicable Texas Motor Vehicle Board documentation to H-GAC upon request. Page 4 of 4 This page left blank intentionally. Attachment-A Vendor: Routeware,Inc. Contract: FL03-19: Fleet Services Equipment Applicable items are the catalog listed in the table below, as well as any pricing documents included in the awardee's bid response. Price Per Product Unit/System Code Manufacturer Description or Discount Percentage- Off-List "Basic" solution: per vehicle license, priced as a single vehicle; home office license; web based fleet management; cloud hosted; GPS; real-time;cellular(CDMA &GSM/GPRS); light duty vehicle applications; Xirgo AT- 2050C GPS transponder-cellular modem (OBDII interface); home office software G05 Routeware includes dashboards, reports, mapping, route $481 playback, geofencing, breadcrumb trails; vehicle proximity to landmarks and addresses; Alerts&notifications include speeding, idling, engine on/off, mileage, time (Offeror shall include the Form-E options prices: differential upgrade price for GPS modem for heavy duty vehicle applications) Pagel of 2 "Premium" solution: per vehicle license, priced as a single vehicle; home office license; web based fleet management; operations efficiency; cloud hosted and onsite server options; inclusive of Basic solution features; GPS; real-time; cellular(CDMA& GSM/GPRS); light duty vehicle applications; Sierra Wireless GX400 GPS transponder- cellular modem (OBDIII interface); touch screen computer options; driver records pickups, skips, extras, timers, comments; turn- by-turn directions; route based or work order based; home office software includes: dashboards, route management, work order G06 Routeware (4) management, alerts, driver messaging $3,263 O interface, route details, customer service, mapping, reporting; mapping functionality includes: bread crumb trails, route playback, geofencing, proximity to landmarks and addresses; alerts and notifications include speeding, idling, engine on/off, mileage,time, behind schedule, off route,timers (Offeror shall include the Form-E options prices: differential upgrade price for GPS modem for heavy duty vehicle applications). Page 2 of 2 EXHIBIT "B" 20-21-019 Claw W Las ownces, Routeware EXISTING CONTRACT PURCHASE AGREEMENT HOUSTON-GALVESTON AREA COUNCIL CONTRACT NO. FL03-19 COOPERATIVE AGREEMENT—ROUTEWARE, INC.—PUBLIC SERVICES Pursuant to terms and conditions of Houston-Galveston Area Council Contract No. FL03-19, dated effective March 1, 2019 through February 28, 2021, between the Houston- Galveston Area Council and Routware Inc., as amended and incorporated herein by reference, the City of Las Cruces (CITY) and Routeware Inc., (CONTRACTOR) hereby agree on this _LEI_day of 2020 as follows: 1. This Purchase Agreement is intended to be an Existing Contract Purchase Agreement in accordance with LCMC Chapter 24,Article VII, Sec.24-316. 2. In a satisfactory and proper manner, the CONTRACTOR shall perform services pursuant to Houston-Galveston Area Council Contract No. FL03-19, as set forth in Attachment A, attached hereto and made a part of this Agreement, 3. The effective period of this Agreement shall coexist with Houston-Galveston Area Council Contract No. FL03-19. 4. In consideration for the satisfactory delivery of services,the CONTRACTOR shall be compensated pursuant to the cost terms of Houston-Galveston Area Council Contract No. FL03-19. Cost of services shall be paid by CITY within 30 days upon receipt of undisputed invoice. 5. This Agreement and the rights and obligations of the parties shall be governed by and construed by the laws of the State of New Mexico applicable to Agreements between New Mexico parties made and performed in that state, without regard to conflicts of law principles. Venue shall be in the Third Judicial District, State of New Mexico. Contractor shall abide and be governed by all applicable state law, City of Las Cruces ordinances, and laws regarding the Contractor's services or any work done pursuant to this Agreement. 6. The Contractor shall defend, indemnify, and hold harmless the City, its officers, and employees from and against any and all losses suffered by the City, its officers, and employees, and any special claims, liabilities or penalties asserted against the City, resulting from, arising out of (or which may be claimed to arise out of) the acts or omissions of the Contractor, subcontractor, subgrantee, or other agent of the Contractor. This covenant shall survive the termination of this Agreement. (SIGNATURE BLOCK FOLLOWS ON NEXT PAGE) Revised February 2020 2O-2l'Ol9 &outeware ROUTEVVARE CITY OFLA3CRUCES By: By:Controller Purchasing Purchaomgxxonager ' 07/13/2020 ` Date Date APPROVED AGTDF City Attorney Revised February couo c �� ut r.: k. ROUTEWARE Proposal for City of Las Cruces Prepared by Hayden Bradford hbradford@routeware.com 1 (479)422-7688 www.routeware.com Sales Contact: Hayden Bradford Date:January 17,2019 ROUTEWARE Phone: (479)422-7688 Order Expires:February 15,2019 Email: hbradford@routeware.com Order#1996-R6 Statement of Confidentiality & Non-Disclosure This document contains proprietary and confidential information. All information and data submitted to City of Las Cruces 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 City of Las Cruces 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. Order#1996-R6 I Date:January 17,2019 •• i• 0 1 '1. 1 1 0at L Sales Contact: Hayden Bradford Date: January 17,2019 ROUTEWARE Phone: (479)422-7688 Order Expires: February 15,2019 Email: hbradford@routeware.com ! zp Order#1996-1116 Customer: City of Las Cruces Contact: Robin Lawrence Ship to: City of Las Cruces 680 N Motel Blvd.,Las Cruces Phone: (575)528-3543 680 N Motel Blvd.,Las Cruces Utilities Bldng Email: rlawrence@los-cruces.org Utilities Bldng Las Cruces, NM 88001-2615 Las Cruces,NM 88001-2615 HARDWARE DESCRIPTION • TOTAL 4-926-A Regular Duty Tablet 10.5"with Full Install Kit(Android) 35 $900.00 $31,500.00 BA-PROX-A Regular Duty Tablet, Proximity Switch 26 $100.00 $2,600.00 7-100-A Camera System for Android 26 $450.00 $11,700.00 7-110-A Monitor for Camera Controller(Android) 2 $40.00 $80.00 7-100-A-A Additional Camera for Android 26 $0.00 $0.00 Hardware Total: $45,880.00 SOFTWARE DESCRIPTIONITEM# • TOTAL SW License-Camera Camera License 35 $156.00 $5,460.00 SW License-RFO RouteMaker 1 $12,500.00 $12,500.00 Software Total: $17,960.00 SERVICES DESCRIPTIONITEM# • OTAL Prof Svs-PM&T Project Management and Training 1 $10,000.00 $10,000.00 Prof Svs-Vehicle Inst Vehicle Installation 35 $275.00 $9,625.00 Prof Svs-Camera Inst Camera System Installation 26 $200.00 $5,200.00 Prof Svs-Camera Inst Additional Camera Installation 26 $150.00 $3,900.00 Services Total: $28,725.00 Order Total: $92,565.00 Order#1996-116 Date:January 17,2019 Z Sales Contact: Hayden Bradford Date:January 31,2019 !! ROUTEWAREPhone: (479)422-7688 Order Expires: March 1,2019 Email: hbradford@routeware.com Order#1996-R7 Payment Terms: Hardware&Software:100%due upon execution of order and receipt of shipment Services:Due 30 days from invoice date Monthly Fees:Due quarterly in advance per support plan terms and conditions This order includes Routeware's HGAC Pricing as stated on HGACBuy under section Fleet Services Equipment,G07. There will not be any connection established between the Routeware and Munis ERP systems,as well as no connection established between the Routeware and Paradigm systems. Routeware Support will assist the City of Las Cruces Utilities GIS section in setting the standards for GIS data exports to ensure compatibility during import(s)into the Routeware system. Routeware will be responsible for ensuring that camera firmware,along with all other devices,have necessary regular security patches,and that only currently supported Google versions of Android are to be used on Routeware devices.Any other Android version(s)that no longer has(have)support will not be used. Any Wi-Fi connections needed by Routeware cannot be connected to the City network.Those connections will require their own dedicated internet access,to be provided by the City of Las Cruces Utilities department separately from this contracted service. This document and all its attachments are subject to disclosure by the provisions of the Inspection of Public Records Act(IPRA), NMSA§14-2-1 et seq.All intellectual property and trade secrets contained herein are protected by the New Mexico Trade Secrets Act,NMSA§57-3A-1 et seq. Order#1996-117 1 Date:January 31,2019 Sales Contact: Hayden Bradford Date: January 17,2019 H, VIBIR R E Phone: (479)422-7688 Order Expires: February 1S,2019 Email: hbradford@routeware.com Order#1996-116 City Price Monthly Cloud Hosting 1 595.00 595.00 Monthly Service Fee 35 185.00 6,475.00 Camera System Fee 35 5.00 175.00 RouteMaker Support-Annual 1 2,375.00 197.92 $7,442.92 Total per month Monthly Fees include the following: 1. CPU support 2. Monitor support 3. Camera support 4. Modem support 5. Cabling support 6. One-year warranty on hardware 7. Troubleshooting software in the vehicle 8. Troubleshooting the back office server 9. Routinely updating software in the vehicle with patches and fixes 10. Routinely updating software on the server with patches and fixes 11. Troubleshooting and monitoring the cellular network 12. Providing new functionality to vehicle software at no additional cost 13. Providing new functionality to back office software at no additional cost 14. Providing phone support 15. Imaging hardware with software 16. Performing hardware warranty work(for hardware purchased from Routeware) 17. Years of continuing research on the type of hardware that customers should purchase 18. Supporting and troubleshooting the RMS/billing interface 19. Consulting about best practices in waste fleet automation This Order and all products and services herein are subject to and limited to the terms and conditions contained in Routeware's Master Terms located at http://www.routeware.com/Clients.Any purchase orders issued in response to this Order,will be deemed acceptance of such terms and any acknowledgement Routeware issues is expressly conditioned on such acceptance. htto;zjvw:tiv_,routesvare.corr�/Clients Username:routeware Password:RWClientl! Order commitment is for 48 months of service. 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. Routeware is not a Billing or Route Management System(RMS)expert and does not represent any RMS or Billing company in any way. 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. Order#1996-R6 Date:January 17,2019 Sales Contact: Hayden Bradford Date: January 17,2019 ROUTE RN Phone: (479)422-7688 Order Expires: February 15,2019 Email: hbradford@routeware.com Order#1996-R6 I authorize this purchase subject to the terms and conditions of the Master Terms. City of Las Cruces i ti �:.. .'l.^ Lei)! ..�.��' t �"'r t`i-•�•:i f..._ d LLB t.,.V�i�sf��`; /�`Si nature nature Title t` { j Name(Printed) Date Routeware,Inc, Controller Signature Title Shanna Peralta 01/31/2019 Name(Printed) Date APPROVED-AS TO FORK Order#1996-R6( Date:January 17,2019 R © UTEWARE MASTER SALES AND LICENSE AGREEMENT rhis document lists the terms and conditions under which Routeware, Inc.,a Delaware corporation with offices located at 16575 SW 72"'Avenue, Portland,OR 97224("R011teware"), is willing to sell products and services to the entity listed in an Order Form issued by Routeware ("Customer'). Together with an Order signed by Customer, these terms and conditions form a "Master Agreement"with respect to the Products and Services listed in the Order. The signing of an Order or issuance of a Purchase Order by the Customer and/or use of Services, having had the opportunity to read these terms and conditions, shall be deemed conclusive evidence of the Customer's acceptance of the terms of the Master Agreement TERMS AND CONDITIONS 1. GENERAL ORDERING PROCESS 1.1 Ordering. From time to time, Routeware ma+l sell to Customer hardware products(including all on- board computers and peripheral devices, such as the RCore devsres)("Hardware")and software products ("Software")(together, "Products"), and related Support(as defined in Section 2)and/or other installation, support, consulting, software development,or disaster recovery services(collectively, "Services"),all pursuant to an authorized order form issued by Routeware that is signed by Customer(an"Order"). Together,an Order- and these terms and conditions form a "Master Agreement",hereinafter"Agreement", between Routeware and Customer regarding the Products and Services subject to the Order. 1.2 Delivery. Routeware will use reasonable efforts to meet the delivery dates for Products and u : t"sIgo Services that are specified in an Order. All Product shipments are delivered F.O.B.•°,nut :;ra s facility,with title and risk of loss passing at that lime. All Products are deemed accepted upon delivery. Delivery delay or default of any instalment shall not relieve the Customer of its obligation to pay for services provided by Routeware or accept remaining deliveries of product. 1.3 Payment Terms. Each Order sets forth the amounts due for all Products and Services that it covers u'u (the"Fees"). Unless otherwise stated in an Order,Customer will pay all invoiced Fees in United States Dollars within eri{14)days following invoice date. Any Fee not paid when due will bear a late payment charge of 1.5% per month compounded daily from the due date until the date paid, or such lower rate as allowed by applicable law. All Fees are non-refundable. Customer will reimburse Routeware in full for any and all collection costs incurred by Routeware. Routeware may,at its option,delay the delivery of Products and/or suspend Services and Support until all overdue Fees and late charges have been paid in full. If Routeware permits delayed payment or otherwise finances any purchases of Products by Customer, (a)Customer grants to Routeware a first priority, purchase money security interest in such Products as collateral until payment is made in full,(b) Routeware will enjoy all rights and remedies available to it with respect to such collateral under applicable law, (c) Customer will take all steps reasonably requested by Routeware to facilitate such security interest,and(d) Customer will not transfer nor permit any other security interests or liens to be applied to such Products until payment is made in full. Custorer is responsible for all applicable taxes and will reimburse Routeware for the same. Confidential Rev_ 1.2017 2. SOFTWARE LICENSES;SUPPORT 2.1 Truckware License. "Truckware"means all Software that is pre-loaded and operates on the hardware that is integrated into the Customer's vehicle fleet,whether sold by Routeware or certified and approved by Routeware in writing. Subject to the provisions of the Agreement and subject to Customer continuing to maintain Support per Section 2.3, Routeware grants a limited,non-transferrable, perpetual license to Customer to operate the Truckware on the specific hardware product on which it was originally loaded (whether sold by Routeware or certified and approved by Routeware), in accordance with the user guides, specifications,and other documentation provided by Routeware for that Truckware(the "Documentation"),and up to the number of trucks authorized on the Order provided that Customer maintains a current support plan. Under no circumstances may Customer load Truckware on hardware(including computers and peripherals)that is not sold or certified and approved by Routeware. 2.2 Officeware License. "Officeware"means all Routeware-supplied, server-based Software that is provided to Customer for installation and use for reporting,status checking,alert management,dispatching,and other purposes either locally or remotely. Subject to the provisions of the Agreement, Routev✓are grants a limited, non-transferrable license during the License Period to Customer to install a single instance of the server version of Officeware on a networked server and to allow up to ten(10)users to use the client version of Officeware,all in accordance with its respective Documentation, The Officeware license will continue in force for the period listed on the applicable Order, or if no such period is stated,for automatically renewing periods of one(1)year started from the Order date(in either case,the "License Period"),subject to either party electing against renewal by notifying the other party in writing at least ninety(90)days prior to the end of the then- current License Period. 2.3 Support. All support services for Software listed in an Order are further subject to the terms and conditions listed under Support Plans Terms&Conditions("Support"). 2.4 Restrictions;Reservation of Rights. Customer agrees not to(and to not enable any third party to): (a)reverse engineer or otherwise attempt to discover the source code of or trade secrets embodied in the Software;(b)distribute,transfer,grant sublicenses to,or otherwise make available the Software or Documentation to third parties,including making the Software or Documentation available(i)through resellers or other distributors, or(ii)as an application service provider, service bureau,or rental source;(c)embed or incorporate in any manner all or part of the Software into other applications of Customer or third parties other than as authorized in applicable Documentation;(d)create modifications to or derivative works of the Software; (e)reproduce the Software(except that Customer may make up to two archival copies of the Officeware solely for backup purposes);(f)attempt to modify, alter,or circumvent any license control and protection mechanisms within the Software; (g)use or transmit the Software in violation of any applicable law,rule or regulation, including any export/import laws; and(h)remove,obscure or alter any copyright notices or any name, trademark, service mark,tagline, hyperlink or other designation included on any display screen within the Software. All Software is a"commercial item,"as that term is defined at 48 C.F.R.2.101(OCT 1995),and more specifically is"commercial computer software"and "commercial computer software documentation,"as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R.227.7202-1 through 227.7202-4(1UNE 1995),Software is provided to U.S. Government End Users(i)only as a commercial end item and(ii)with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Other than as stated in this Agreement, Routeware grants Customer no other right,title or interest in any Software. Confidential Rev. 1.2017 3. CLOUD HOSTING.All cloud hosting services are subject to the terms and conditions listed under the Cloud Hosting Service level Agreement found at http://www.routeware.com/Clients. 4. THIRD PARTY HARDWARE AND SOFTWARE. Certain hardware and software sold by Routeware is manufactured,developed or made available by other companies and distributed by Routeware for use in conjunction with the Products ("Illird-Party Products"). Third Party Software may be subject to additional license terms and restrictions;see such software for details. Routeware hereby assigns to Customer(to the extent assignable) all warranties given by the supplier(s)of Third-Party Products; provided, however,that Customer agrees to look to the supplier(s) for any Third-Party Product warranty,service and other post-purchase issues. Customer is solely responsible for obtaining any and all components, updates, new versions, and releases for any Third-Party Products necessary for use in connection with the Products. S. OTHER SERVICES. All other Services provided by Routeware under an Order are further subject to a statement of work issued by Routeware. Routeware will perform such Services in a professional,competent and workmanlike manner in accordance with the prevailing standards in Routeware's industry. Customer acknowledges that the timely and successful performance of Services requires good faith cooperation by Customer.Therefore, Customer shall furnish all information, access,assistance and services reasonably requested by Routeware. In the event that any failure by Customer to comply with the provisions of this Section 5 results in any delay in performance of the Services by Routeware, Routeware shall not be deemed in breach of the Agreement for such delay. Customer shall reimburse Routeware for all expenses reasonably incurred in the performance of Services,as such have been approved in advance by Customer. Except with respect to any Customer Confidential Information or pre-existing intellectual property included therein(collectively,"Customer Property"), Routeware will retain all right, title and interest in and to all deliverables and work product(including any and all intellectual property rights therein)generated as a result of the Services. Customer's rights to the deliverables and work product shall be the same as the rights granted to Customer under this Agreement with respect to the applicable Hardware and Software. 5. AUDITS. During any time that Customer is using Hardware or Software under an Agreement, and for one year thereafter, Routeware will have the right to perform an audit not more than once each year to verify that Customer is using the Products in compliance with this Agreement The audit will include at a minimum Routeware having access to all Software, Hardware, Documentation and related Customer equipment(including all servers and personal computers that contain Officeware,and any hardware that contains Truckware). The audit will be performed from Monday through Friday, between 8:00 a.m. and 5:00 p.m. local time,and upon not less than 15 days' prior written notice to Customer. The audit will be conducted at Routeware's sole cost and expense, subject to reasonable security and access restrictions. Customer will be permitted to have Customer personnel present during the audit. If an audit conducted under this Section discloses that Customer has underpaid by more than 3%any amounts payable under this Agreement during the period covered by the audit, Customer will pay Routeware the amount of that underpayment and, in addition,will reimburse Routeware's reasonable and actual costs for that audit. Confidential Rev. 1,2017 7. REPRESENTATIONS AND WARRANTIES;DISCLAIMER 7.1 Mutual. Each party represents and warrants to the other party that: (a)it has the full corporate right, power and authority to enter into this Agreement and to perform the acts this Agreement requires of it; (b)the execution of this Agreement and performance of its obligations under this Agreement do not and shall not violate any other-agreement to which it is a party;(c)when executed and delivered this Agreement constitutes the legal,valid and binding obligation Of Such party;and(d)any and all activities it undertakes in connection with this Agreement shall be performed in compliance with all applicable laws, rules and regulations. 7.2 Products. (a) Subject to the exceptions listed below in part(b), Routeware warrants(i)that the Hardware will be free from material defects in materials and workmanship and will operate in all material respects in accordance with its applicable Documentation(the "Hardware Warranty")for one year from the date of initial delivery or renewal(the"Hardware Warranty Period");and(ii) for a period of ninety(90)days from the date of initial delivery(the"Software Warranty Period")the Software will perform in substantial conformance with its Documentation. Customer may purchase renewals of the Hardware Warranty Period through extended service plans made available by Routeware in its discretion. Following the end of the Hardware Warranty Period, Routeware will have no further obligation to repair or support the applicable Hardware. (b) Routeware's entire liability and Customer's exclusive remedy for any reported breach of the Hardware Warranty or Software Warranty will be repair or replacement of the defective Product. All claims must be received by Routeware promptly upon discovery of any defect,and in no event after expiration of the applicable Warranty Period.The foregoing Hardware and Software Warranties do not apply to any defect or failure to operate that is attributable to: (i)Customer's misuse or abuse of or failure to maintain the Product; (ii) Customer's failure to operate the Product in accordance with Routeware's Documentation; (iii)any change made to the Product by Custorer without Routeware's written approval;(iv)any defect, limitation or incompatibility in any equipment or other component installed by Customer;(v)any accident,catastrophe, act of God,or interruption or fluctuation in electrical power supplies;(vi)any material change in Customer's business or in the operating conditions under which the Product is used or(vii)translations. 7.3 Disclaimer. THE WARRANTIES OF THIS SECTION 0 ARE THE EXCLUSIVE WARRANTIES OFFERED BY EITHER PARTY AND NEITHER PARTY MAKES ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED(EITHER IN FACT OR BY OPERATION OF LAW),OR STATUTORY,AS TO ANY MATTER WHATSOEVER. ALL OTHER CONDITIONS AND WARRANTIES, INCLUDING ANY CONDITIONS OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT,MERCHANTABILITY AND THOSE THAT ARISE FROM ANY COURSE OF DEALING OR COURSE OF PERFORMANCE,ARE HEREBY DISCLAIMED. Confidential Rev, 1.2017 8. LIMITATION OF LIABILITY 8.1 INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO THE FAILURE TO PAY AMOUNTS PROPERLY OWED,SECTION 10.1 (CONFIDENTIALITY),OR VIOLATIONS OF ROUTEWARF'S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY,WHETHER UNDER THEORY OF CONTRACT,TORT OR OTHERWISE, FOR ANY INDIRECT DAMAGES THAT ARISE FROM OR RELATE TO THIS AGREEMENT(INCLUDING LOST PROFITS AND ANY OTHER INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES),WHETHER FORESEEABLE OR NOT AND WHETHER ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8.2 TOTAL LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO THE FAILURE TO PAY AMOUNTS PROPERLY OWED, BREACHES OF SECTION 10.1 (CONFIDENTIALITY),OR VIOLATIONS OF ROUTEWARE'S INTELLECTUAL PROPERTY RIGHTS, EACH PARTY'S AGGREGATE CUMULATIVE LIABILITY TO THE OTHER IN CONNECTION WITH THIS AGREEMENT(INCLUDING ANY WARRANTY CLAIMS)WILL NOT EXCEED, IN THE AGGREGATE AND REGARDLESS OF WHETHER UNDER THEORY OF CONTRACT,TORT OR OTHERWISE,THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER TO ROUTEWARE IN THE 12 MONTHS PRIOR TO THE EVENT THAT GAVE RISE TO LIABILITY, 8.3 EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE RISK BETWEEN THE PARTIES, THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT,AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THE REMEDIES IN THIS AGREEMENT HAVE FAILED OF THEIR ESSENTIAL PURPOSE. 9. TERM AND TERMINATION 9.1 Term of Agreement. This Agreement begins on the Effective Date (defined as the order form signature date or purchase order date)and continues until terminated pursuant to this Section 9. 9.2 Termination Rights. This Agreement may only be terminated as follows: (a) by mutual, written agreement of the parties; (b)by either party if the other party materially breaches this Agreement, and does not cure the breach within 30 days after receiving written notice from the non-breaching party; (c) by either party if such party elects to not renew all License Periods; or(d)by either party if the other party makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets,or avails itself of or becomes subject to any proceeding under the U.S. Federal Bankruptcy Act or any other foreign or domestic statute, law, rule or regulation relating to insolvency or the protection of rights of creditors, which proceeding is not dismissed within 60 days. 9.3 Effect of Termination. Upon any termination of this Agreement, without prejudice to any other rights or remedies which the parties may have,the following applies: (a)Customer shall immediately cease all use of all Hardware and all Software; (b)all other rights and obligations immediately cease,except that Sections 1.3, 2.3, 2A,6, 7.3,8,9.3, 10,and 12 shall survive termination; (c)upon written demand,each party as a receiving party will return or destroy all of the other party's Confidential Information;and(d)Customer will immediately pay ROUteware any undisputed amounts still outstanding. Confidential Rev 1.2017 10. CONFIDENTIAL INFORMATION;PUBLICITY 10.1 Confidential Information. Both parties recognize that they may each receive(as a"Recipient")from the other(as a"Discloser")certain confidential and valuable proprietary information that is identified pursuant to the terms of this Section 10.1 as confidential(collectively,the"Confidential Information"). Both parties agree to identify any Confidential Information as follows: if written,with a written legend that says"confidential"or a similar term;or if verbal, by identifying the information as confidential when disclosed,and then sending the Recipient a written confirmation of that confidential status within 30 days after disclosure. Notwithstanding the foregoing,all pricing, Documentation and Software are Routeviare Confidential Information. A Recipient will not,without the Discloser's prior written consent,disclose Confidential Information to any person other than those of its employees, independent contractors or consultants who need to know it for the purposes of this Agreement and who are bound by confidentiality agreements with the Recipient that are at least as protective as this section. A Recipient may only use Confidential Information for the purpose of this Agreement. A Recipient will handle any Confidential Information with the same care as it does its own Confidential Information, but in any event no less than reasonable care. None of the provisions of this section,however, apply to any Confidential Information that meets any one of the following criteria: (a)information possessed by the Recipient without restriction prior to receiving it from the Discloser, provided that the Recipient can demonstrate such possession;(b)information that the Recipient developed independently and without use of or reference to the Confidential Information,as documented by its written records;(c)information that the Recipient receives from another party who is not in breach of any of that party's obligations as a result of that disclosure;or(d)information that the Discloser intentionally discloses to any other party without any restriction on confidentiality. Additionally,a Recipient may disclose Discloser's Confidential Information to the extent that a court or other governmental body orders such Confidential Information disclosed by the Recipient,provided that the Recipient promptly notifies the Discloser of such order and provides the Discloser with notice and opportunity to contest it, if possible. These obligations shall survive the termination of this Agreement for a period of five(5)years,except with respect to any source code,which will remain protected until it is no longer Confidential Information, This Section does not intend to grant a Recipient any ownership interest or license or right to any intellectual property rights of the Discloser. ;�4i v!;' ;, r,�u 5 L%b j ec to � 2r'` 11. Terms;Publicity. The parties will keep the terms and conditions of this Agreement confidential and will not divulge any of this information to any third party except as follows: (a)with the prior written consent of the other party; (b)as otherwise may be required by law or legal process;(c)during the course of litigation,so long as the disclosure is restricted in the same manner as is the confidential information of other litigating parties;.and (d) in confidence to its legal counsel,accountants,banks,and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to this Agreement; provided that, in (b) and(c)above,to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties,including seeking a confidential treatment request or protective order whenever appropriate or available,and the disclosing party will provide the other party with at least 10 days' prior written notice of such disclosure. Neither party may use the other party's trade names, trademarks or service marks,or engage in any publicity regarding this Agreement or its subject matter,without the other party's express written consent,which will not be unreasonably withheld or delayed. Confidential Retie. 1.2017 12. MISCELLANEOUS 12.1 Independent Contractors. The parties are independent contractors with respect to each other, and nothing in this Agreement shall be construed as creating an employer-employee relationship, a partnership, agency relationship or a joint venture between the parties. 12.2 Force Majeure. Each party will be excused from any delay or failure in performance hereunder, other than the payment of money,caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to acts of God,earthquake, labor disputes and strikes,riots, war and governmental requirements. The obligations and rights of the party so excused will be extended on a day-to- day basis for the period of time equal to that of the underlying cause of the delay, 12.3 Assignment. Neither party may assign its rights or obligations under this Agreement to any other person or entity, except for assignment and transfer of all of a party's rights and obligations under the following circumstances: (a)vrith the express written consent of the other party,which may not be unreasonably delayed or withheld; (b) as part of a re-organization or restructuring;(c)to the surviving entity of a merger transaction; or(d)to the purchaser of a Controlling Interest in, or more than 50%of,the assets of the assigning party. A "Controlling Interest" means more than 50 of the total outstanding voting stock of the assigning party. Any attempted assignment or delegation in violation of this section is void. Subject to the foregoing,this Agreement will bind and inure to the benefit of the parties and their respective successors and assigns. 12.4 Changes &Waivers. Routeware reserves the right to change this terms and conditions of this Agreement at any time. It is Customer's responsibility to check these terms and conditions periodically for changes. No waiver of any breach of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach,and no waiver is effective unless made in writing and signed by an authorized representative of the waiving party. rtle.s,; 9,r 12.5 Governing Law;Jurisdiction. The laws of the State of-Qke.g-ofl,without regard to conflict of laws rules,govern the interpretation and enforcement of this Agreement. The United Nations Convention on Contracts for the International Sale of Goods will not apply. The parties agree with and submit to the state or federal courts located in County,04egan as the exclusive venue and jurisdiction for any and all disputes arising from or relating to this Agreement. Each party waives any objection (on the grounds of lack of jurisdiction, forum non conveniens or otherwise) to the exercise of such jurisdiction by these courts 12.5 Arbitration. Customer agrees that any and all controversies, claims,or disputes arising out of this Agreement, including any breach of this Agreement, shall be subject to binding arbitration under the Arbitration ode L-w Rules set forth by the American Arbitration Association (the "Rules")and pursuant toYQr^r law.Disputes that Customer agrees to arbitrate, and thereby agrees to waive any right to a trial by jury, include any statutory_,, claims under state or federal law.The place of arbitration shall be A,-. fa-F-J 4 es;^.... e --State law shall 1J�t✓ %` ,,4 apply.Judgment on the award rendered by the arbitrator(s)may be entered in any court having jurisdiction thereof. The number of arbitrators shall be one(1)The arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior to any arbitration hearing. The arbitrator shall issue a written decision including findings of fact and conclusions of law on the merits of its award. The arbitrator shall have the power to award any remedies, including attorneys'fees and costs, available under applicable lay.,. Confidential Rev. 1.2017 12.7 Attorney Fees. The prevailing party in any litigation between the parties regarding this Agreement shall be entitled to recover reasonable attorney's fees and other costs from the other party. These fees and other costs are in addition to any other relief to which the prevailing party may be entitled. 12.8 Conflicts;Order of Precedence. In the event that any term of this Agreement conflicts with governing law or is held to be ineffective or invalid by a court of competent jurisdiction,such term will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remaining terms of this Agreement shall remain in full force and effect. This Agreement controls any conflicts between any of its provisions and those of any Order. 12.9 Integration. This Agreement and the Orders together constitute the entire agreement between the parties with respect to the Products and Services and supersede all prior and contemporaneous discussions, negotiations,communications or agreements regarding the same subject matter. The terms on any purchase order, invoice,or other ordering document will have no effect and are hereby rejected. 12.10 Notices. Unless stated otherwise,all notices,consents and approvals under this Agreement must be delivered in writing by courier, by facsimile,or by certified or registered mail(postage prepaid and return receipt requested)to the other party at the address set forth on at the beginning of this Agreement,and are deemed delivered when received. Either party may change its address for notices by notice to the other party given in accordance with this Section 12.10. 12.11 Counterparts. This Agreement may be executed in counterparts,each of which will be deemed to be an original and together will constitute one and the same agreement. This Agreement may also be executed and delivered by facsimile and such execution and delivery will have the same force and effect of an original document with original signatures. 12.12 Headings;Interpretation. Headings are used in this Agreement for reference only and will not be considered when interpreting this Agreement. As used in this Agreement, "includes"(or"including")means without limitation. d MJ Lif Ai"[t3t'ney Confidential Rev. 1.2017 ROUTEWARE SUPPORT PLAN TERMS & CONDITIONS This document provides more specifics about the Routeware Support Plan. It is subject to the provisions of the Routeware Master Sales and License Agreement and all related 0 rders(collectively,the"Master Agreement") between Routeware and its customer("Customer"). Any capitalized words not defined in this Support Plan are defined in the Master Agreement. Customer must have purchased a Support Plan for any of the terms and conditions below to apply. GENERAL Plan Commencement. All Support Plans commence the first day of the month following installation of hardware in the first vehicle of the Customer's fleet or 90 days after execution,whichever comes first. Support Plan fees may be invoiced prior to,on,or after Support Plan commencement. Invoices are due ten (10)days from Support Plan commencement date or ten(10)days from receipt of invoice,whichever comes last. Plan Duration. All Support Plans cover 12-month periods beginning January 1 and ending on December 31(a "Plan Year"). Plans purchased mid-year are pro-rated based on the number of days remaining in a given Plan Year. All Support Plans automatically renew on December 31 unless Routeware receives from Customer a written notice of non-renewal no later than November 1. Support Plans are not cancellable outside the notice period. Billing. Customer may pay for an entire Plan Year up front,or quarterly(a discount may apply for payment up front). All fees are due on or before the commencement of the support period. If Customer fails to pay any amounts when due, Routeware may,at its option,suspend all Support Plans,or continue to provide all or part of the Support Plan at the applicable time and materials rate, in either case until such time as the Customer's account is paid in full(including all Reinstatement Fees). Support Plan payments are non-refundable. Third Party Vendor-Specific Support Terms. Customer must remain on a supported environment—including applications and hardware platforms—to receive any Support Plan, Customer may be required to upgrade to a current Routeware-certified and supported third party application, hardware platform,framework,database, and/or operating system configuration to continue receiving a Support Plan. End of Life. Support Plans are not available on any hardware that Routeware has declared as end-of-life("EOL") (including the DMS 3000 and DMS 5000 products). Support Outside of Warranty Period. Any support(including repair work) performed by Routeware outside of a warranty period is subject to a Time and Materials Rate of$195.00 per hour for hardware repair labor,billed in 15 minute increments, plus the cost of parts in accordance with Routeware spare parts pricing. SUPPORT PLAN Coverage. A Support Plan covers all Software (e.g.Truckware and Officeware)and Hardware purchased or licensed by Customer from Routeware (excluding any Software or Hardware that has reached EOL,as announced by Routeware). It includes the provision of Technical Support and Updates (each defined below) during a Plan Year. Unless stated otherwise by Routeware in writing,Support for a given version of Software is available for three years from the date of release. Confidential Rev. 1.2017 Reinstatement. Should the Customer decide to add Software Support following a period in which a Software Support Plan was not in place,in addition to paying for the current Plan Year, Customer must pay a Reinstatement Fee covering the lapse period (prorated daily)at a price equal to 150%of the Software Support Plan price at the time of reinstatement. Technical Support. A Software Support Plan includes technical support by phone and email,during the hours of 8:00 a.m. to 5:00 p.m. Pacific, Monday through Friday,excluding the following Routeware holidays: ® New Year's Day • Memorial Day • Independence Day(US) ® Labor Day • Thanksgiving Day • Day after Thanksgiving ® Christmas Day Any support outside of these time frames is subject to Routeware discretion and will be further subject to an additional charge of$195 per hour, billed in 15 minute increments. Any on-site support requires a professional services engagement, as documented in a statement of work. Technical Support may also include the following: • Certification with third-party products/versions ® Assistance with service requests during published support hours ® Access to on-line support ® A diagnosis of problems or issues of the supported Software Routeware will use commercially reasonable efforts to meet the response and resolution times listed in the table below. Updates. A Software Support Plan includes the provision of Updates. "Update" is defined as a subsequent release of Software which Routeware generally makes available to its customers who have purchased a Support Plan. Updates typically include bug fixes, patches,and feature enhancements. Updates typically do not include any new functionality that constitutes a new product(which is so designated at Routeware's sole discretion)for which Routeware charges a separate fee. Updates are provided as and when available(as determined by Routeware)and may not include all previously available supported features. Routeware develops Updates in its discretion,and has no obligation to develop any specific feature or functionality. Updates are made available by delivery(which may be subject to a shipping and handling charge)or by download, in Routeware's discretion. If delivered, Customer will receive one copy for each supported operating system for which Software licenses were ordered. Customer shall be responsible for copying, downloading,and installing any Updates. Updates are subject to the terms and conditions of the Master Agreement,and are covered by the same license as the Software to which the Updates pertain. Confidential Rev. 1.2017 Customer Obligations. Software Support is conditioned on the Customer doing the following: (a) use commercially reasonable efforts to provide Routeware with the necessary access(e.g.,access to server files,log files, application software or database extracts)required to provide Software Support;(b)will designate and identify by name, phone number,e-mail address,and other appropriate contact methods,Customer Contacts, whom shall be the only personnel authorized to communicate with Routeware regarding Software Support;(c) will apply all Updates,bug fixes,critical patches and configuration recommendations according to Routeware's instructions promptly following delivery; and (d)will provide Routeware with remote online access via the Internet to all Hardware (including all on-board units),Software and servers for the purposes of troubleshooting, general assistance,and verification of compliance with licensing terms. Response/Resolution Times: Severity level and definition: Acknowledge Complete Patch,Answer, Release Final error report Workaround,or Temporary Fix Verision of Fix Priority level 1: A Critical Severity issue has Routeware will use commerically in one of next two updates if significant to critical impact on production;product 1/2 hour reasonable efforts to address deemed appropriate for is largely unusable in 24 hours all customers Priority level 2: Has some business impact on production system resulting in some loss in Routeware will use commerically In one of next two updates if functionality;the software is usable but operating 24 hours reasonable efforts to address deemed appropriate for suboptimally in 10 days all customers Priority level 3: Non-production questions including general usage questions,issues related Routeware will use commerically to a non-production system. There is no impact on 3 business days reasonable efforts to address N/A performance,quality,or functionality in 15 days Exclusions. Routeware is not obligated to provide Support Services when:(a) Routeware products have been changed,modified or damaged by anyone other than Routeware; (b)the issue is caused by Customer negligence or misuse of software or hardware,or other causes outside of Routeware's control;(c)the issue is caused by third party hardware or software,or by Customer network infrastructure;or(d)Customer's Routeware products are EOL or are otherwise not currently supported,as determined by Routeware's announced policies. Changes. Routeware reserves the right to change these Support Plan Terms&Conditions at any time;provided however,that any such changes which occur during a then-current Plan Year will not materially diminish the Support to be provided during the remainder of such Plan Year. It is the Customer's responsibility to check these Support Plan Terms&Conditions periodically for changes. Confidential Rev. 1.2017 ROUTEVARE CLOUD HOSTING SERVICE LEVEL AGREEMENT Effective Date: January 1, 2015 This Routeware Cloud Hosting Service Level Agreement("SLA")is a policy governing the use of Routeware Cloud Hosting under the terms of the Routeware Master Sales and License Agreement(the"Routeware Agreement") between Routeware, Inc. ("us"or"we")and users of Routeware's services("you").This SLA applies separately to each account using Routeware Cloud Hosting. Unless otherwise provided herein,this SLA is subject to the terms of the Routeware Agreement and capitalized terms will have the meaning specified in the Routeware Agreement. We reserve the right to change the terms of this SLA in accordance with the Routeware Agreement. Service Commitment. Routeware will use commercially reasonable efforts to make Routeware Cloud Hosting available with a Monthly Uptime Percentage (defined below)of at least 99.95%, in each case during any monthly billing cycle(the "Service Commitment"). In the event Routeware Cloud Hosting does not meet the Service Commitment,you will be eligible to receive a Service Credit as described below. DEFINITIONS "Monthly Uptime Percentage" is calculated by subtracting from 100%the percentage of minutes during the month in which Routeware Cloud Hosting was in the state of"Region Unavailable." Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Routeware Cloud Hosting SLA Exclusion(defined below). "Region Unavailable" and "Region Unavailability"mean that the Routeware Cloud Hosted Service is "Unavailable"to you. "Unavailable"and "Unavailability"are when you have no external connectivity to your Routeware Cloud Hosted Service. "Service Credit" is a dollar credit, calculated as set forth below,that we may credit back to an eligible account. Service Commitments and Service Credits.Service Credits are calculated as a percentage of the total charges paid by you (excluding one-time payments)for Routeware Cloud Hosting for the monthly billing cycle in which the Unavailability occurred in accordance with the schedule below. Monthly Uptime Percentage Service Credit Percentage Less than 99.95%but equal to or greater than 99.0% 5% Less than 99.0% 15% We will apply any Service Credits only against future Routeware Cloud Hosting payments otherwise due from you.Service Credits will not entitle you to any refund or other payment from Routeware.A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one dollar ($1 USD). Unless otherwise provided in the Routeware Agreement,your sole and exclusive remedy for any unavailability, non-performance,or other failure by us to provide Routeware Cloud Hosting is the receipt of a Service Credit(if eligible) in accordance with the terms of this SLA. Credit Request and Payment Procedures.To receive a Service Credit,you must submit a claim by email to support@routeware.com.To be eligible,the credit request must be received by us by the end of the second billing cycle after which the incident occurred and must include: 1. the words"SLA Credit Request" in the subject line; 2. the dates and times of each Unavailability incident that you are claiming; and 3. your request logs that document the errors and corroborate your claimed outage(any confidential or sensitive information in these logs should be removed or replaced with asterisks). If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you within one billing cycle following the month in which your request is confirmed by us. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit. Routeware Cloud Hosting SLA Exclusions.The Service Commitment does not apply to any unavailability, suspension or termination of Routeware Cloud Hosting,or any other Routeware Cloud Hosting performance issues: (i)that result from a termination described in Section 8 of the Routeware Agreement; (ii)caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of Routeware Cloud Hosting; (iii)that result from your equipment, software or other technology and/or third party equipment,software or other technology(other than third party equipment within our direct control);(iv);that result from any maintenance as provided for pursuant to the Routeware Agreement;or(v)arising from our suspension and termination of your right to use Routeware Cloud Hosting in accordance with the Routeware Agreement(collectively,the"Routeware Cloud Hosting SLA Exclusions"). If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation,then we may issue a Service Credit considering such factors at our discretion. APPROVED AS TO FORM: CStty,Ndorney City of Las Cruces AFMOUNTAINS OF OPPORTUNITY LAS CRUCES UTILITIES BOARD OF COMMISSIONERS ACTION FORM For Meeting of August 13, 2020 (Adoption Date) TITLE: A RESOLUTION AUTHORIZING YEAR ONE (1) OF A THREE (3) ONE-YEAR RENEWAL SERVICE AGREEMENT FOR ROUTEWARE ROUTING SOFTWARE AND HARDWARE, IN THE AMOUNT NOT TO EXCEED $101,000.00. BACKGROUND: On December 13, 2018, Resolution No. 18-19-045 was approved by the Las Cruces Utilities ("LCU") Board of Commissioners ("Board") for the purchase of the Routeware system to be installed on Solid Waste route trucks and back office computers. In June of 2019 LCU Solid Waste route trucks and office computers went live with the use of the Routeware system. The Routeware system has allowed LCU Solid Waste to provide accurate and immediate response to customer service questions related to Solid Waste collection activities, identify containers onsite vs. what the customer is actually paying, eliminate redundancy with the use of helper routes, and reduce "go-backs" at no charge. Resolution No. 18-19-045 allows for three (3) additional one-year terms, subject to approved budget appropriations. Fiscal Year 2021 will be the first of the three (3) one-year renewal terms. There is a current Houston-Galveston Area Council Buy ("HGACBuy") contract with Routeware, Inc., FL03-19, which LCU will utilize, along with South Central Solid Waste Authority (SCSWA). Staff recommends the LCU Board award a contract amount not to exceed $101,000.00 be approved, which is the LCU portion of this contract. Continue on additional sheets as required Name of Drafter: � Department: Phone: Robin Lawrence I Utilities 575-528-3700 Account Number: Amount of Expenditure: Budget Amount: 50534003-732300 $53,000.00 - LCU $53,000.00 50534005-732300 $48 000.00 - LCU $48 000.00 Strategic Plan Goal / Objective / Strategy Addressed: Performance Bud et Goal / Objective Addressed: Department Signature ' Phone De artment Signature Phone _ > Utilities �� � 528-3512 Bud g et w 14, U�Z 541-2300 ` Assistant Legal _/�- 541-2128 City Manager �— 541-2271 City Manager 541-2076 LCU 5/18 Rev.4 �G;6! NY k :1 LCU Board Action Form Page 2 SUPPORT INFORMATION: 1. LCU Resolution No. 18-19-045A. 2. Exhibit A - New HGACBuy Contract FL03-19. 3. Exhibit B - Existing Contract Purchase Agreement and Supporting Documentation. BOARD OPTIONS: 1. VOTE "YES" - Will approve Resolution 18-19-045A and award a renewal service agreement to Routeware, Inc., for the first of three (3) one-year renewal terms. We will utilize the current HGACBuy contract, FL03-19, in the amount not to exceed $101,000.00, which is only the LCU portion of the contract. 2. VOTE "NO" - Will not approve Resolution 18-19-045A and not award a renewal contract to purchase software and hardware from Routeware, Inc. in the amount not to exceed $101,000.00, which is only the LCU portion of the contract. Staff will require strategic guidance. (Continue on additional sheets as required) City of LaS Cruces° MOUNTAINS OF OPPORTUNITY LAS CRUCES UTILITIES BOARD ACTION FORM AND RESOLUTION ROUTING SLIP The purpose of this Routing Slip will help ensure the highest quality of work is presented to the LCU Board of Commissioners for action on the Resolution. As the drafter of a Las Cruces Utilities (LCU) Board Action Form (BAF) and Resolution (RES) you are responsible to ensure all documents submitted for the Utilities Director's approval are without errors. Please identify a Utility associate'to review the entire BAF/RES packet, including any Exhibits and/or Attachments; followed by your Deputy Director. The FINAL COMPLETE BAF/RES packet is required no later than 8:00am 15- working days before the Board Meeting. The additional time is required to obtain all final signatures from City Hall and create the agenda packet in order to distribute to the Board Members. For Meeting of: August 13, 2020 Resolution: 18-19-045A (Date) UTILITY STAFF REVIEWERS PRINT NAME INITIALS DATE 1. Drafter Rosa Montoya 7/8/2020 2. Selected by Drafter Deborah Hurst 7/9/2020 3. Deputy Director Robin Lawrence l,. 7/9/2020 . Senior Office Manager Alma Ruiz t IL 0 5. Assistant Utilities Director Delilah A. Walsh 7/28/20 GRU� ORIoflascruc f LCU BAF/RES ROUTING SLIP FY20 06/2020 R2