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ROUTEWARE ®
Proposal for
City of Corpus Christi
Prepared by Hayden Bradford
hbradford@routeware.com I (479) 422-7688
www.routeware.com
SCANNED
ROUTEWARE® Sales Contact: Hayden Bradford Date:September 11,2019
Phone: (479)422-7688 Order Expires:December 9,2019
Email: hbradford@routeware.com
Order#2350-RS
Statement of Confidentiality & Non-Disclosure
This document contains proprietary and confidential information. All information and data submitted to City of
Corpus Christi 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 Corpus Christi 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#2350-R5 I Date: September 11, 2019
16525 SW 72nd Ave. Portland, OR 97224 • Office: 503.906.8500 • Fax: 503.906.8544
Sales Contact: Hayden Bradford Date: September 11,2019
ROUTEWARE®
Phone: (479)422-7688 Order Expires: December 9,2019
Email: hbradford@routeware.com
Order#2350-R5
Customer:
City of Corpus Christi Contact: Tai Apitodo Ship to: City of Corpus Christi
2525 Hygeia Phone: (361)826-1975 2525 Hygeia
Corpus Christi,TX 78415 Email: talo@cctexas.com Corpus Christi,TX 78415
HARDWARE
ITEM# DESCRIPTION QTY UNIT PRICE TOTAL
KIT-TABLET-RD10-100-A- Regular Duty Tablet 10.5"(Android)-price included in 50 $0.00 $0.00
SUBSCR monthly service fee
KIT-POWERCUT-RD-A Regular Duty Tablet, SmartTruck Power Cut Off Switch 50 $75.00 $3,750.00
KIT-PROX-RD-100 Regular Duty Tablet, Proximity Switch 44 $195.00 $8,580.00
KIT-CAMERA-200 Camera System 50 $350.00 $17,500.00
KIT-CAMERA-200-ADD Additional Camera 6 $60.00 $360.00
7-110-A Monitor for Camera Controller 4 $40.00 $160.00
Hardware Total: $30,350.00
SOFTWARE
ITEM# DESCRIPTION QTY UNIT PRICE TOTAL
SW License-EZRoute EasyRoute Software License and Year 1 Support 1 $68,400.00 $68,400.00
Software Total: $68,400.00
SERVICES
ITEM# DESCRIPTION QTY UNIT PRICE TOTAL
Prof Svs-PM&T Project Management and Training 1 $10,000.00 $10,000.00
Prof Svs-Vehicle Inst Vehicle Installation 50 $275.00 $13,750.00 I
Prof Svs-Camera Inst Additional Camera Installation 6 $150.00 $900.00
Prof Svs-Camera Sys Inst Camera System Installation 50 $200.00 $10,000.00
Prof Svs-Prox Inst Prox Switch Installation 44 $100.00 $4,400.00
Services Total: $39,050.00
Order Total: $137,800.00
Payment Terms:
Hardware and Software:50%due upon execution of the order and 50%due upon delivery of the hardware
Services: Due 30 days from invoice date
EasyRoute Maint. &License-Annual will be billed annually beginning in year 2 of the contract.
Routeware estimates that travel expenses for install and training will not exceed$20,000.
Routeware also estimates shipping costs will not exceed$600.
Order#2350-R5 I Date:September 11,2019
16525 SW 72nd Ave.Portland,OR 97224 • Office:503.906.8500 • Fax:503.906.8544
.goop
RDUTEW/RE® Sales Contact: Hayden Bradford Date: September 11,2019
Phone: (479)422-7688 Order Expires December 9,2019
Email: hbradford@routeware.com
Order#2350-R5
Qty Price Monthly
EasyRoute Maint. &License-Annual 1 13,680.00 1,140.00
Cloud Hosting 1 599.00 599.00
Monthly Service Fee 50 183.00 9,150.00
Camera System Fee 50 35.00 1,750.00
Auto Pickup System Fee 44 20.00 880.00
Cellular Data Charge(RD) 50 15.00 750.00
$14,269.00 Total per month
Monthly Fees include the following:
1. Cloud hosting
2. Cellular data plan including troubleshooting and monitoring the cellular network
3. Routeware Control Center software
4. Perpetual onboard computer software license
5. CPU support
6. Monitor support
7. Camera support
8. Modem support
9. Cabling support
10. Warranty on hardware throughout the term of this contract*
11. Troubleshooting software in the vehicle
12. Troubleshooting the back-office server
13. Routinely updating software in the vehicle and on the server with patches and fixes
14. Providing new functionality to vehicle software at no additional cost
15. Providing new functionality to back-office software at no additional cost
16. Providing phone support
17. Imaging hardware with software
18. Performing hardware warranty work(for hardware purchased from Routeware)
19. Years of continuing research on the type of hardware that customers should purchase
20. Supporting and troubleshooting the RMS/billing interface
21. Consulting about best practices in waste fleet automation
*Throughout the term of this contract and at no additional cost to the Customer, Routeware will repair or replace defective OBC unit
hardware purchased on this order with a comparable unit,provided that, in Routeware's sole determination,the unit has not been
damaged beyond normal wear and tear. Normal wear and tear includes battery/component failure,scratches,and superficial damage
to the top,bottom,and corners of the unit.That not covered under the replacement program includes, but is not limited to, damage
from(a)drops,(b)immersion in water,(c)cracked screens caused by excess pressure or hard devices, or(d)deliberate damage to the
unit. Unit replacement costs resulting from damage not covered by the warranty is the responsibility of Customer. Customer shall
surrender to Routeware any computers that are replaced under this program. Notwithstanding any other agreements or clauses on this
matter in this agreement or others,Routeware reserves the right to increase monthly service if,in Routeware's sole determination,
units are routinely abused or mishandled to the point of failure. Refer to Section 7.2 of the Routeware Master Sales and License
Agreement for additional warranty details.
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.
http://www.routeware.com/Clients Username: routeware Password:RWCIientl!
Order commitment is for 12 months of service.
Prices are exclusive of any federal,state,or local taxes.The customer is responsible for all federal,state,and local taxes.
Routeware is not a Billing or Route Management System(RMS)expert and does not represent any RMS or Billing company in any way.
Order#2350-R5 l Date: September 11, 2019
16525 SW 72nd Ave. Portland, OR 97224 • Office: 503.906.8500 • Fax: 503.906.8544
Sales Contact: Hayden Bradford Date: September 11,2019
ROUTEWAREPhone: (479)422-7688 Order Expires: December 9,2019
Email: hbradford@routeware.com
Order#2350-R5
If route sequencing by Routeware is a requirement,additional professional services fees may apply.
Pricing does not include freight cost or travel expenses, which will be invoiced as they are incurred.
Order#2350-R5 I Date: September 11, 2019
16525 SW 72nd Ave. Portland, OR 97224 • Office: 503.906.8500 • Fax: 503.906.8544
Sales Contact: Hayden Bradford Date: September 11,2019
ROUTEWARE• Phone: (479)422-7688 Order Expires: December 9,2019
Email: hbradford@routeware.com
Order#2350-R5
I authorize this purchase subject to the terms and conditions of the Master Terms.
City of Corpus Christi
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CITY SECRETARY
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Order#2350-R5 I Date: September 11, 2019
16525 SW 72nd Ave. Portland, OR 97224 • Office: 503.906.8500 • Fax: 503.906.8544
ROUTEWARE MASTER SALES AND LICENSE
AGREEMENT
This document lists the terms and conditions under which Routeware, Inc., a Delaware corporation
with offices located at 16525 SW 72nd Avenue, Portland, OR 97224 ("Routeware"), 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 may sell to Customer hardware products
(including all on- board computers and peripheral devices, such as the RCore devices) ("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 Services that are specified in an Order. All Product shipments are delivered F.O.B. Client
Destination, with title and risk of loss passing at that time. 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(the "Fees"). Unless otherwise stated in an Order, Customer will pay all invoiced Fees in
United States Dollars within ten (10)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. Customer is responsible for all applicable
taxes and will reimburse Routeware for the same.
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, Routeware grants a limited, non-transferable 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 (except to the extent required by law or as necessary for interoperability purposes as
required under terms and conditions required by the providers of Third-Party Products); (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); (1)
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 (JUNE 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.
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, including but not limited to open source or
"free"software(collectively, "Third- Party Products"). Third-Party Products may be subject to
additional license terms and restrictions("Third-Party Terms"), which we will make available to you
as required by the suppliers of such Third-Party Products. In the event of a conflict between the
terms of this Agreement and any Third-Party Terms, the Third-Party Terms shall control to the
extent of the conflict. 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.
5. 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.
6. 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 any amounts payable under this Agreement during the period covered by the audit,
Customer will pay Routeware the amount of that underpayment.
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 Customer 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; (vii)translations; or (viii)
Third-Party Products.
7.3 Disclaimer. THE WARRANTIES OF THIS SECTION 7.0 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.
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 ROUTEWARE'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 for one (1) year.
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, 2.4, 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.
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 Routeware 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. Corpus Christi may send
information to the Attorney General under the Texas Public Information Act.
11, MISCELLANEOUS
11.1 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.
11.2 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.
11.3 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) with 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.
11.4 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.
11.5 Governing Law;Jurisdiction.The laws of the State of Texas, 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 Nueces County, Texas 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.
11.6 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.
11.7 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.
11.8 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.
11.9 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.
11.10 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.
11.11 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.
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 orders (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.
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 online 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.
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:
Acknowledge Complete Patch,Answer, Release Final
Severity level and definition:
error report Workaround,or Temporary Fix Version of Fix
Priority level 1:A Critical Severity issue has Routeware will use commercially In one of the next two
significant to critical impact on production;product 1/2 hour reasonable efforts to address updates if deemed
is largely unusable in 24 hours appropriate for
all customers
Priority level 2:Has some business impact on
production system resulting in some loss in Routeware will use commercially In one of the next two
functionality;the software is usable but operating 24 hours reasonable efforts to address updates if deemed
suboptimally in 10 days appropriate for
all customers
Priority level 3:Non-production questions Routeware will use commercially
including general usage questions,issues related
to a non-production system.There is no impact 3 business days reasonable efforts to address N/A
in 15 days
on performance,quality,or functionality
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. All such
changes will be reviewed by and agreed to in writing by both parties before any changes take effect.
ROUTEWARE 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.