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DocuSign Transmittal Coversheet
File Name
Purchasing Contact
Docusign Envelope ID: 4FC3B2E9-D0A2-4B25-AB28-10EE6FE050F7
8909 SMART ROUTING SYSTEM
Crystal Westbrook
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CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND ROUTEWARE, INC.
(Contract #8909)
THIS CONTRACT is made effective September 26, 2025, by and between ROUTEWARE,
INC. a Delaware corporation, whose address is 7719 Wood Hollow Drive, Suite 150, Austin, TX 78731,
hereinafter referred to as “Contractor,” or, “Company,” and the CITY OF DENTON, TEXAS, a home
rule municipal corporation, hereinafter referred to as “City,” or “Customer,” to be effective upon approval
of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or
their duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the mutual
benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Contractor shall provide products in accordance with the City’s File #8909 Smart Routing System,
a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The
Contract consists of this written agreement and the following items which are attached hereto, or on file,
and incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit “A”);
(b) City of Denton’s File #8909 (the “Solicitation”) (Exhibit “B” on file at the office of the
Purchasing Agent);
(c) MSLA Agreement and SLA (Exhibit “C”);
(d) Certificate of Interested Parties Electronic Filing (Exhibit “D”);
(e) Contractor’s Proposal (“Contractor’s Offer”) (Exhibit “E”);
(f) Form CIQ – Conflict of Interest Questionnaire (Exhibit “F”)
These documents make up the Contract documents and what is called for by one shall be as binding
as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract
documents, the inconsistency or conflict shall be resolved by giving precedence first to the written
agreement then to the contract documents in the order in which they are listed above. These documents
shall be referred to collectively as “Contract Documents.”
Prohibition on Contracts with Companies Boycotting Israel
Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited
from entering into a contract with a company for goods or services unless the contract contains a written verification
from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section
808.001 of the Texas Government Code. By signing this Contract, Contractor certifies that Contractor’s
signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not
boycott Israel during the term of the Contract. Failure to meet or maintain the requirements under this provision
will be considered a material breach.
Prohibition on Contracts with Companies Boycotting Certain Energy Companies
Contractor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, City is prohibited
from entering into a contract with a company for goods or services unless the contract contains written verification
from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during
the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to
those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Contractor certifies
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that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of the Contract. Failure to meet or maintain
the requirements under this provision will be considered a material breach.
Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade
Associations
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited
from entering into a contract with a company for goods or services unless the contract contains written verification
from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a
firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade
association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in
Chapter 2274 of the Texas Government Code. By signing this Contract, Contractor certifies that Contractor’s
signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance,
or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of this Contract against a firearm entity or firearm trade association. Failure to meet or maintain
the requirements under this provision will be considered a material breach.
Prohibition On Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist
Organization
Section 2252 of the Texas Government Code restricts City from contracting with companies that do business with
Iran, Sudan, or a foreign terrorist organization. By signing this Contract, Contractor certifies that Contractor’s
signature provides written verification to the City that Contractor, pursuant to Chapter 2252, is not ineligible to
enter into this Contract and will not become ineligible to receive payments under this Contract by doing business
with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this
provision will be considered a material breach.
Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies
The City of Denton may terminate this Contract immediately without any further liability if the City of Denton
determines, in its sole judgment, that this Contract meets the requirements under Chapter 2275, and Contractor is,
or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or
controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii)
directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is
headquartered in China, Iran, North Korea, Russia, or other designated country.
The parties agree to transact business electronically. Any statutory requirements that certain terms be in
writing will be satisfied using electronic documents and signing. Electronic signing of this document will
be deemed an original for all legal purposes.
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IN WITNESS WHEREOF, the parties of these presents have executed this Contract in the year and day
first above written.
CITY OF DENTON, TEXAS
BY:
CRYSTAL
WESTBROOK,
SENIOR BUYER
CONTRACTOR
BY:
AUTHORIZED SIGNATURE
Printed Name:
Title: _______________________________
PHONE NUMBER
EMAIL ADDRESS
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY:
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
THIS CONTRACT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
SIGNATURE PRINTED NAME
TITLE
DEPARTMENT
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NA
Robert Nelson
rnelson@routeware.com
(877) 906-8545
VP, Accounting
Solid Waste & Recycling
Brenda Haney
Director
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Exhibit A
Special Terms and Conditions
1. Product Changes During Contract Term
The Contractor shall not change specifications during the contract term without prior approval. Any
deviation in the specifications or change in the product must be approved in advance by the City of Denton.
Notice of a change shall be submitted in writing to purchasing@cityofdenton.com, with the above file
number in the subject line, for review. Products found to have changed specifications without notification,
and acceptance, will be returned at the contractor’s expense. Products that have been installed will be
replaced at the contractor’s expense.
2. Authorized Distributor
The Contractor shall be the manufacturer or authorized distributor of the proposed products. The
distributor shall be authorized to sell to the City of Denton, and make available the manufacturer’s
representative as needed by the City.
3. Contract Terms
The contract term will be one (1) year, effective from date of award.
The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall
automatically renew each year, from the date of award by City Council. The Contractor’s request to not renew
the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract
renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as
needed, not to exceed a total of six (6) months.
4. Total Contract Amount
The contract total shall not exceed $90,000. Pricing shall be per Exhibit E attached.
5. Delivery Lead Time
Products or services will be delivered 3-4 weeks after the receipt of order from the City.
6. Performance Liquidated Damages
The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls
short of specified performance standards as outlined below:
• Delivery beyond contracted lead times, unless mutually-agreed upon in writing by both Parties
• Performance below contracted levels (services only), as detailed in Exhibit C, Schedule B.
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Exhibit C
ROUTEWARE, INC.
MASTER SALES AND LICENSE AGREEMENT
1. DEFINITIONS
The definitions of terms set forth in the Order are incorporated by reference herein. In addition, the following terms
shall have the following meanings in the Order and in all Incorporated Agreements.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with
the subject entity.
“Company” Routeware, Inc. and its subsidiaries.
“Company Content" means any Intellectual Property created, acquired, or licensed by Company and included in the
Company Platform and/or the Services, other than Customer Content.
"Company Materials" means the Company Platform, the Company Content, the Company Systems and any and all
other information, data, documents, materials, works and other content, devices, methods, processes, hardware,
software and other technologies and inventions, including any deliverables, technical or functional descriptions,
requirements, plans or reports, that are provided or used by Company in connection with the Services or otherwise
comprise or relate to the Services, the Company Platform or the Company Systems. For the avoidance of doubt,
Company Materials do not include Customer Content.
"Company Platform" means Company’s mobile phone applications, web widgets, back-office administration
dashboard, APIs and any third-party or other software that Company provides remote access to, or a license to use,
as part of the Services, and all new versions, updates, revisions, improvements and modifications of the foregoing.
“Control” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the
voting interests of the subject entity.
“Confidential Information” has the meaning set forth in Section 10.
“Data Sets” mean digital data set(s) including, but not limited to, geographic, vector data coordinates, raster, or
associated tabular attributes in Software compatible format(s) supplied by Company or as part of Third-Party
Products.
“Designated Computer System” means a computer system and/or central processing units with associated network
and licensed users, as set forth in the Order.
“Dispute” has the meaning set forth in Section 10.11.
“Documentation” means user guides, user manuals, specifications, and other documentation provided by Company
as such documentation may from time to time be amended or modified by Company.
“Effective Date” means the date of Customer Signature or issuance of Purchase Order and Acceptance of the MSLA.
“Fees” means the amounts due for all Products and Services under the Order.
“Hardware” means all items designated in the Order as “Hardware.”
“License Period” means the period listed on the Order, and any period of renewal (which shall be automatically
renewing periods equivalent in length to the period listed on the Order), or, if no such period is stated on the Order,
for automatically renewing periods of one (1) year started from the Effective Date.
“MSLA” means this Master Sales and License Agreement.
“Order” means the order to which this MSLA and any other Incorporated Agreements are incorporated by
reference.
“Products” means Hardware and Software.
“RMA” means Return Merchandise Authorization, as described for the evaluation process for malfunctioning
equipment in Section 7.3.
“Services” means all items designated in the Order as “Services” and “Support.”
“Software” means all items designated in the Order as “Software” or “Company Platform” and includes all Updates.
“Support” means all items designated as “Support” in the Order.
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“Taxes” has the meaning set forth in Section 2.3.
“Third-Party Products” means hardware and software sold by Company that is manufactured, developed or made
available by other companies and distributed by Company for use in conjunction with the Products, including but
not limited to products from Microsoft, Google, and open source or “free” software.
“Third-Party Terms” has the meaning set forth in Section 4.
“Updates” are subsequent releases of Software which Company 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 Company’s
sole discretion) for which Company charges a separate fee. Updates are provided as and when available (as
determined by Company) and may not include all previously available supported features. Company develops
Updates in its discretion and has no obligation to develop any specific feature or functionality.
2. GENERAL ORDERING PROCESS AND PAYMENT
2.1 Delivery. Company will use reasonable efforts to meet the delivery dates for Products and Services that are
specified in the Order. All Product shipments are delivered F.O.B. to Company’s facility, with title and risk of loss
passing at that time. All Products are deemed accepted within 2 weeks of delivery, unless Customer notifies
Company otherwise. Delivery delay or default of any installment shall not relieve the Customer of its obligation to
pay for Products or Services provided by Company or accept remaining deliveries of Product.
2.2 Payment Terms. Payments are invoiced and paid in accordance with the payment terms described in the
Order.
2.3 Taxes and Duties. Fees do not include any taxes, levies, duties or similar governmental assessments of any
nature, including, but not limited to, any sales, value added or goods and services tax, or other governmental charges
or tariffs imposed or payable in connection with the rights granted to Customer under this Agreement, or in
connection with the payment of Fees (collectively, “Taxes”). For clarity, Company is solely responsible for taxes
assessable against it based on its income, property and employees.
2.4 Price Adjustment. Beginning on the one-year anniversary of the Effective Date, Company may, upon thirty
(30) calendar days’ prior notice to Customer, prospectively increase any Fees.
2.5 Suspension of Services. If any amount owed by Customer under this or any other agreement for Products or
Services is thirty (30) days or more overdue, Company may, without limiting its other rights and remedies, suspend
the Services until such amounts are paid in full.
3. SOFTWARE LICENSES; SUPPORT
3.1 License. Subject to the provisions of the Agreement (including any geographical or location restrictions set
forth in the Order), subject to the Customer’s payment of the Fees described in the Order, Company grants a limited,
personal, non-transferrable, non-sublicensable, non-exclusive license during the License Period (which can be for a
period certain or perpetual) to Customer:
(a) To operate the Software, if any, Data Sets, if any, and Products, and use the Services for Customer’s
internal purposes as set forth and subject to the limitations in the Order, in accordance with the
Documentation.
(b) To operate the Software, if any, on up to the number of trucks or users authorized on the Order, in
accordance with the Documentation. Under no circumstances may Customer load Software on hardware
(including computers and peripherals) that is not sold or certified and approved by Company.
(c) To use the Documentation in connection with the licenses described in this Section 3 subsections (a)
and (b).
(d) The Products and/or Services may contain functionality that uses anonymized customer data. Customer
agrees that their anonymized data will be used in the Company’s Products and/or Services.
3.2 Period of License. The license described in Section 3.1 will continue in force for one year, subject to the Terms
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described in The Contract, Exhibit A, Special Terms and Conditions, Section 3., “Contract Terms.” Customer
understands that without a Renewal Contract in place prior, all included services will terminate on one-year
expiration date.
3.3 Restrictions; Reservation of Rights. Customer agrees not to knowingly (and to not knowingly 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;
(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;
(h) if the Order sets forth a Designated Computer System, use the Software on a computer system other
than a Designated Computer System; 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;
(i) create any software that competes with the Software or provides substantially the same functions as
the Software; or
(j) use the Software in a country other than as indicated in the Order. 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, Company grants Customer no other right, title or interest in any Software.
4. THIRD PARTY PRODUCTS. Third-Party Products may be subject to additional license terms and restrictions (“Third-
Party Terms”), which Company will make available to Customer 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. Company 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 Products 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. AUDITS. During the term of the Agreement and for a period of one (1) year thereafter, Company 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 the
Agreement. The audit will include at a minimum Company having access to all Software, Hardware, Documentation and
related Customer equipment (including all servers and personal computers that contain Software, and any hardware that
contains Software). 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 fifteen (15) days’ prior written notice to Customer. The audit will be conducted virtually or onsite
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at the Customer’s premises, at Company’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 Company the amount of that underpayment and, in addition, will:
(1) reimburse Company’s reasonable and actual costs for that audit and
(2) be subject to legal remedies available to Company for Customer’s breach of the Agreement.
6. INTELLECTUAL PROPERTY RIGHTS. Title to the Company Materials (excluding any Customer Content incorporated
therein) shall at all times remain with Company or its third-party licensors as applicable. Customer acknowledges that the
Services and the Company Materials are proprietary to Company and that all rights thereto are owned by Company or its
third-party licensors as applicable. The Customer further acknowledges that the Company Materials contain trade secrets
of Company and that the Company Materials are protected by U.S., Canadian and international copyright and other
Intellectual Property Laws and treaties. Under no circumstances will a copy of any software comprising the Company
Platform be provided to the Customer. The Customer shall not reverse engineer or directly or indirectly allow or cause a
third party to reverse engineer the whole or any part of the Company Platform.
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 Hardware and Software Warranties.
(a) Subject to the exceptions listed below in part (b), Company warrants:
(i) that the Hardware, if applicable, 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 (1) year from the date of initial shipment (the “Hardware Warranty
Period”). Customer may purchase renewals of the Hardware Warranty Period, if applicable, through
extended service plans made available by Company in its discretion. Following the end of the Hardware
Warranty Period, if applicable, Company will have no further obligation to repair or support the
applicable Hardware; and
(ii) that the Software will be free from material defects and workmanship and will operate in all
material respects in substantial conformance with the Documentation (the “Software Warranty”) for a
period of ninety (90) days from the date of delivery of the Software (the “Software Warranty Period”).
Following the ninety (90) day Software Warranty Period all software performance issues are governed
by the Service Level Agreement.
(b) Company's entire liability and Customer's exclusive remedy for any reported breach of the Hardware
Warranty, if applicable, or Software Warranty will be repair or replacement of the defective Product within
thirty (30) days of the written notice of the defective Product by the Customer, including, for Hardware, within
30 days after the receipt of the Hardware by Company from Customer and verification of the defect. If
Company cannot repair or replace the defective Software during the Software Warranty Period, Company will
refund all amounts paid by Customer for the defective Software and Company can terminate the Agreement.
All claims must be received by Company promptly upon discovery of any defect, and in no event after
expiration of the applicable Warranty Period. The foregoing Hardware, if applicable, 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 the Documentation;
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(iii) input errors, data conversion errors or other such errors, such as Customer’s failure to sequence
route stops independently or through a Company professional services agreement;
(iv) any change made to the Product by Customer without Company’s written approval;
(v) any defect, limitation or incompatibility in any equipment or other component installed by
Customer;
(vi) any accident, catastrophe, act of God, or interruption or fluctuation in electrical power supplies;
(vii) any material change in Customer’s business or in the operating conditions under which the
Product is used;
(viii) translations; or
(ix) Third-Party Products.
7.3 Return Merchandise Authorization. If Customer experiences the failure of any Customer-owned Hardware
no longer covered under the Hardware Warranty, Customer may notify Technical Support to attempt to diagnose
and resolve any issues via online and/or phone communication with the Customer. If the issue is not resolved,
Customer will be forwarded an RMA Request Form with full instructions to complete and return the hardware to
the Company’s RMA Department for evaluation and verification of any malfunction. If hardware is not received by
the RMA Department, or if Customer fails to respond to any subsequent questions or communications regarding
the RMA within thirty (30) days, the RMA will be closed. A new RMA Request Form will be required should the
Customer wish to pursue RMA evaluation in the future.
Once the hardware covered by the RMA is received by the RMA Department, the hardware will be evaluated, and
Customer will be provided one or more of the following options:
(a) No malfunction or issue detected. Device performed correctly and will be returned to Customer.
(b) Issue confirmed. Cost estimate to repair will be provided to Customer. Upon Customer approval, device
will be repaired, tested and returned to Customer.
(c) Issue confirmed. Beyond repair, recommendation to replace at Customer cost will be provided. Device
will be recycled by Company or returned unrepaired to Customer upon Customer decision.
7.4 Disclaimer. THE WARRANTIES OF SECTION 7.2 ARE THE EXCLUSIVE WARRANTIES OFFERED BY COMPANY AND
COMPANY MAKES NO 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, SUITABILITY AND THOSE THAT ARISE FROM ANY COURSE OF
DEALING OR COURSE OF PERFORMANCE, ARE HEREBY DISCLAIMED.
8. INDEMNIFICATION AND LIMITATION OF LIABILITY
8.1 Company, at its sole expense, agrees to defend and indemnify Customer against any third party claim that
Customer’s use of the Products, as delivered by Company to Customer and used in accordance with this Agreement
and the Documentation, directly infringes a third party copyright, patent issued by the U.S. Patent and Trademark
Office, or misappropriates a trade secret, provided that: (i) Customer notifies Company in writing within thirty (30)
days of the claim; (ii) Company has sole control of the defense and all related settlement negotiations, as long as
such settlement shall not include a financial obligation on Customer; and (iii) Customer provides Company with the
information, assistance and authority to enable Company to perform Company’s obligations under this Section. In
any action based on claim of infringement, Company may, at its option and own expense and as its entire obligation
to Customer with respect to such claims, either: (1) procure the right for Customer to continue using the Products
in accordance with the provisions of this Agreement; (2) make such alterations, modifications or adjustments to the
Products so that the infringing Product becomes non-infringing without incurring a material diminution in
performance or function; (3) replace the Product with a non-infringing substantially similar substitute; or (4) if
neither (1), (2), nor (3) can be achieved after the exercise of commercially reasonable efforts, either Party may
terminate the Agreement for the affected Product and Company shall issue a refund to Customer for any prepaid
but unused fees. Company shall have no liability or obligations for an infringement claim pursuant to this Section to
the extent that it results from: (a) modifications to the Products made by a party other than Company, if the claim
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would not have occurred but for such modifications; (b) the combination, operation or use of the Products with
non-Company equipment, devices, products or data, unless the claim would not have occurred but for the use of
the Product in the combination, operation or use; (c) the use of an unsupported version of the Product; (d) use of
the Product outside the scope of this Agreement or the documentation; (e) Company’s use of any designs, plans,
instructions, specifications, diagrams or the like, provided by Customer; or (f) Customer’s failure to use all applicable
enhancements and upgrades to the Products made available to Customer by Company, if the claim would not have
occurred but for such failure. Nothing in this provision shall be construed as a limitation on Customer’s ability to
retain legal counsel at its own expense to monitor the proceedings.
8.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND WITHOUT WAIVING ANY APPLICABLE IMMUNITY,
Customer, at its sole expense, agrees to defend and indemnify Company against any third-party claim that the data
provided by Customer to Company, directly infringes a third-party copyright, patent issued by the U.S. Patent and
Trademark Office, or misappropriates a trade secret.
8.3 INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO THE
FAILURE TO PAY AMOUNTS PROPERLY OWED, BREACHES OF CONFIDENTIALITY, INDEMNITY OBLIGATIONS OR
VIOLATIONS OF COMPANY’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, LOST DATA
AND ANY OTHER INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES), WHETHER FORESEEABLE OR
NOT AND WHETHER ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.4 TOTAL LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO THE FAILURE
TO PAY AMOUNTS PROPERLY OWED, BREACHES OF CONFIDENTIALITY, INDEMNITY OBLIGATIONS OR VIOLATIONS
OF COMPANY’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 COMPANY IN THE 18 MONTHS PRIOR TO THE EVENT THAT GAVE RISE
TO LIABILITY. EXCEPT WITH RESPECT TO THE FAILURE TO PAY AMOUNTS PROPERLY OWED, BREACHES OF
CONFIDENTIALITY, INDEMNITY OBLIGATIONS OR VIOLATIONS OF COMPANY’S INTELLECTUAL PROPERTY RIGHTS, NO
ACTION, REGARDLESS OF FORM, ARISING OUT OF THE TRANSACTIONS UNDER THIS AGREEMENT MAY BE BROUGHT
BY EITHER PARTY HERETO MORE THAN TWO YEARS AFTER THE CAUSE OF ACTION HAS OCCURRED.
8.5 ALLOCATION OF RISK. 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. The Agreement begins on the Effective Date and continues for one year subject to the
Terms described in The Contract, Exhibit A, Special Terms and Conditions, Section 3., “Contract Terms.
9.2 Termination Rights. The Agreement (including any of the Incorporated Agreements) may only be terminated
as follows:
(a) by mutual, written agreement of the parties;
(b) by either party if the other party materially breaches the Agreement, and does not cure the breach
within 30 days after receiving written notice from the non-breaching party;
(c) 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
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within sixty (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 and delete or return to
Company all copies of Software in Customer’s possession;
(b) all other rights and obligations immediately cease, except that Sections 2.2, 3.3, 5, 7.3, 8, 9.3, and 10 of
the MSLA, and Sections 5.1, 6, 7, 8, 9, and 10 of the Professional Services Agreement (if the PSA is an
Incorporated Agreement) 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 Company any undisputed amounts still outstanding. For clarity,
undisputed amounts include all payments owed by Customer during the entire term of the Agreement for
which Customer has not submitted a dispute.
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 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 thirty (30) days after disclosure; provided such information shall not
be deemed Confidential Information until such written confirmation is provided. Notwithstanding the foregoing, all
pricing, Documentation and Software are Company 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 was obtained lawfully;
(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. Company
acknowledges that the City of Denton must strictly comply with the Public Information Act, Chapter 552, Texas
Government Code in responding to any request for public information related to this Agreement. This obligation
supersedes any conflicting provisions of this Agreement. Determination of the public nature of the material is subject to
the Texas Public Information Act, chapter 552, and Texas Government Code.
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10.2 Notwithstanding anything contained herein to the contrary, the parties acknowledge that if the Customer is
a government entity and subject to the Federal Freedom of Information Act and the Texas Public Information
Act, chapter 552, and Texas Government Code, the Customer shall not be responsible to the Vendor for any
disclosure of Confidential Information pursuant to the Act or pursuant to official public records act laws, rules,
regulations, instructions or other legal requirement.
10.3 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 ten (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.
10.4 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.
10.5 Insurance. Each party will maintain, at its own expense during the term of this Agreement, insurance
appropriate to its obligations under this Agreement, including as applicable general commercial liability, errors and
omissions, employer liability, automobile insurance, and worker’s compensation insurance as required by applicable
law.
10.6 Customer Responsibility. Customer is solely responsible under the Agreement for all actions of its officers,
directors, employees and contractors. Customer is solely responsible for the use of the Software, including but not
limited to: assuring proper installation and configuration (if not installed and configured by Company); audit controls
and methods; establishing adequate backup plans; converting data to and from the data structures used by the
Software; assuring adequate data input and retrieval; and using the Software as set forth in the Documentation.
Company is not responsible for any loss of data by Customer resulting from improper conversion Customer’s data
to or from the data formats and data structures used by the Software. Customer has sole responsibility for the
accuracy, quality, integrity, reliability and appropriateness of all Customer data. Customer is solely responsible to
prevent unauthorized access to, or use of, Products or Services hereunder, and will notify Company promptly of any
such unauthorized access or use. Customer will comply with all applicable laws in its use of Products and Services
hereunder.
10.7 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, flood, labor disputes and strikes, riots, war, pandemics,
telecommunications failures (including any systemic Internet failures and any interruptions in services of internet
service providers), 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. Company
shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within
five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the
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circumstances causing the non-performance or delay in performance.
10.8 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.
A license transfer fee may be assessed by Company in the event of Customer acquisition/change in control.
10.9 Changes & Waivers. Company reserves the right to change the terms and conditions of this Agreement at any
time; provided, however, Company will not be bound by any terms that contradict the negotiated terms herein. 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.
10.10 Governing Law. The laws of the State of Texas, without regard to conflict of laws rules, govern the
interpretation and enforcement of this Agreement. Notwithstanding anything to the contrary in this Section 10.10,
no disputes between the parties shall be brought by either party in the state’s small claims courts.
10.11 Dispute Resolution.
(a) The parties desire to resolve certain disputes, controversies and claims arising out of this Agreement
without litigation. Accordingly, the parties agree to use the following alternative dispute procedure as their
initial recourse with respect to any dispute, controversy or claim arising out of or relating to this Agreement
or its breach. The term "Dispute" means any dispute, controversy or claim to be resolved in accordance with
this dispute resolution procedure.
(b) At the written request of a party, each party shall appoint a knowledgeable, responsible representative
to meet and negotiate in good faith to resolve any Dispute. These negotiations shall be conducted by non-
lawyer, business representatives. Upon agreement, the representatives may utilize other alternative dispute
resolution procedures, such as mediation, to assist in the negotiations.
(c) If the negotiations do not resolve the Dispute within ten (10) business days of their commencement or
such negotiations do not commence within seven (7) days of request by the other party in writing, then either
party shall be free to pursue all rights and remedies as set forth in this Section 10.11.
(d) Any and all controversies, claims, or disputes arising out of this Agreement, including any breach of this
Agreement, shall be subject to binding arbitration under the Arbitration Rules set forth by the American
Arbitration Association (the “Rules”) and pursuant to Delaware 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 Texas, and Texas State law shall apply. The arbitrator shall have no
authority to award any punitive, exemplary, special or consequential damages of any kind. Judgment on the
award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The number of
arbitrators shall be one (1). The arbitrator shall have the power to decide any motions brought by any party
to the arbitration, including motions for summary judgment and/or adjudication and motions to dismiss and
demurrers, prior to any arbitration hearing. The arbitrator shall issue a written decision including findings of
fact and conclusions of law on the merits of its award. The arbitrator shall have the power to award any
remedies, including attorneys’ fees and costs, available under applicable law.
10.12 Attorney Fees. The prevailing party in any arbitration or litigation between the parties regarding this
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EXHIBIT E
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.
10.13 Conflicts. 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.
10.14 Notices. Unless stated otherwise, all notices, consents and approvals under this Agreement must be delivered
in writing by courier, by facsimile, by email 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 10.14. Customer is responsible for providing Company with its complete and accurate
billing and contact information and notifying Company of any changes to such information.
10.15 Counterparts. The 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 electronic signature or facsimile and such execution and delivery will have the same force and effect
of an original document with original signatures.
10.16 Headings; Interpretation. Headings are used in the Agreement for reference only and will not be considered
when interpreting this Agreement. As used in this Agreement, “includes” (or “including”) means without limitation.
10.17 Export Compliance. The Products may be subject to export laws and regulations of the United States and other
jurisdictions. Each party represents that it is not named on any U.S. government denied- party list. Neither party will
access or use any Products or Confidential Information provided to it hereunder in a U.S.-embargoed country or
region (currently the Crimea region, Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law
or governmental regulation.
10.18 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment,
gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable
gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
10.19 No Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
10.20 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 that conflict with the terms of the Agreement or the Order will have no effect and are
hereby rejected.
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SCHEDULE B
SERVICE LEVEL AGREEMENT (SLA)
This SLA incorporates by reference the Routeware Master Sales and License Agreement (hereinafter “Agreement”)
executed by the parties.
1. Uptime Service Levels for The Company’s Products
Every effort will be made by The Company to conduct periodic monitoring of its Products to assess availability in
order to meet the following service availability targets.
Objective Definition Target
Software Uptime* Software application availability time
(EasyRoute, RCC, EnCore, etc.)
99%
*Uptime SLA only applies to Software hosted by the Company. Scheduled service unavailability times are not included in our uptime
calculations. Uptime is measured every 180 days over standard service across all customers.
If the Company does not meet the Uptime Percentage Target specified above, Customer will be entitled, upon written
request, to a service level credit (“Service Level Credit”), with respect to the applicable Software, equal to the total number
of minutes of downtime during the month divided by the total month’s minutes, minus 0.01, all multiplied by the monthly
average Software Fee derived from one-twelfth (1/12th) of the then-current annual Software Fees paid to the Company.
Such Service Level Credit will be applied to the customer’s invoice for the billing period following the date on which the
Company approves the request for credit by the Customer.
2. Support Service Level Matrix – Notification from Customers of a defect or via internal audit reports
HARDWARE SUPPORT LEVEL MATRIX
• Tier 1 Level Support will investigate, and action next steps. Tier 2 Level Support will target to provide initial
response to Customer within 1 Business Day when received via email. If an email, chat or call is made related to a
Tier 1 Support case, Customer will receive the initial response immediately and/or within the first twelve (12)
hours.
• In the event that a Field Service Technician is required at the sole discretion of the Company, Technical Support
will liaise with The Company’s Fulfillment team to assist with finding an approved installer.
• If the issue relates to a hardware malfunction and Customer is unable to utilize the hardware to operate, the
Company will endeavor to resolve the issues, or replace the hardware device where applicable. In some cases, a
workaround may be provided to Customer until a hardware replacement is received. While The Company may
provide replacement hardware with expedited or overnight shipping, the Company is not responsible for delays
by the shipping carrier. Company will make every effort to ship any replacement hardware or equipment within
fourteen (14) days of notice of any issues.
SOFTWARE SUPPORT LEVEL MATRIX: The following table details the different priorities for incidents. All hours and
days listed are business hours, or business days and valid from the date/time of notification to the Company. All target
diagnosis and resolution times are approximate. The Company will use commercially reasonable efforts to address
incidents within the stated timelines below.
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Target Initial
Diagnosis time**
Severity Level Details Target
Acknowledgement*
Target Resolution
time***
P1 – Priority Level 1 A critical severity issue
has significant to
critical impact on
business, production,
etc., and to which
there is no reasonable
workaround
1 Hour 1 Day Hotfix may be applied to
affected Customers and
general release in one of
next two updates, if
deemed appropriate for
all customers
P2 – Priority Level 2 An issue that has some
business impacts on
the production system
resulting in some loss
of functionality. A
workaround may be
available and software
is still usable but
operating sub-
optimally.
1 Day 5-10 Days Within current or next
release, where
appropriate
P3 – Priority Level 3 A case that has no
immediate impact on
the performance,
quality or functionality
of the software
system.
3 Days 10-15 Days N/A
*Target Acknowledgement: The Company will use reasonable efforts to respond to Customer to acknowledge a fault notification within the
corresponding time (measured from the earlier of the time of receipt of Customer notification or the time the Company becomes aware of the defect)
for the Severity Level set out in the table above.
**Target Initial Diagnosis: The Company will use reasonable efforts to respond to Customer within the corresponding time for the Severity Level set
out in the table above with the results of its initial diagnosis of a defect and advise the Customer of the cause of the issue and how it intends to
resolve the issue.
***Target Resolution of Defects: The Company will aim to resolve the defect within the corresponding time (measured from the earlier of the time
of receipt of the Customer notification or the time Routeware becomes aware of the defect) for the Severity Level set out in the table above.
3. LIMITATIONS
The resolution of defects does not include work addressing system limitations due to Customer system-related issues
or issues caused by the Customer’s on-premises placement of any hardware or server.
Further, this SLA and any applicable Service Levels do not apply to any performance or availability issues due to:
(a) Scheduled maintenance where the Company has given at least two (2) business days’ notice in advance to the
Customer, or
(b) Circumstances beyond the reasonable control of the Company, including without limitation: acts of Government
authority, war, sabotage, fire, flood, strike or other labor disturbance, failure of third–party software or
equipment, or
(c) Any act or omission of the Customer, or their authorized agent, including without limitation, negligence, willful
misconduct, or use of the Company’s services in breach of the Agreement.
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4. Scheduled Maintenance
When an outage is required for scheduled maintenance, the Company will communicate all scheduled service outages
by giving at least 48 hours’ notice in advance to the Customer. The Company will make every effort to perform any
scheduled maintenance events during non-business hours to minimize impact to Customer’s business operations.
5. Routeware Technical Support Availability
Standard Technical Support Hours are between 5:00 a.m. – 5:00 p.m. Pacific Standard Time (PST) (US); 8:00 a.m. –
5:00 p.m. Greenwich Mean Time (GMT) (UK); and 8:00 a.m. – 5:00 p.m. Eastern Standard Time (EST) (Canada),
Monday-Friday, excluding Holidays listed below (holidays subject to change). For Holidays that occur on a Saturday or
Sunday, the Holiday is observed either the Friday before, or following Monday.
North America Holiday Schedule:
• New Year’s Day
• MLK Day
• Good Friday
• Memorial Day
• Independence Day (United States)
• Labor Day
• Thanksgiving Day
• Day after Thanksgiving
• Christmas Eve
• Christmas Day
Canadian Holiday Schedule:
• New Year’s Day
• Family Day
• Good Friday
• Victoria Day
• Canada Day (Newfoundland Memorial Day)
• Civic Holiday
• Labour Day
• Day for Truth & Reconciliation
• Thanksgiving Day
• Remembrance Day
• Christmas Day
• Boxing Day
• New Year’s Day
UK Holiday Schedule:
• New Year’s Day
• Good Friday
• Easter Monday
• Early May Bank Holiday
• Spring Bank Holiday
• Platinum Jubilee Bank Holiday
• Summer Bank Holiday
• Christmas Day
• Boxing Day
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6. DEFINED TERMS
• Critical Functions (P1) could include, where relevant, inability to process billing, generate invoices, accept and
process payments, unable to run any system reports, Dispatch system is inoperable, frozen sessions, multiple
devices with chronic crashes or failure of on-board computer tablets, etc.
• Priority Level 2 (P2) functions still have a significant impact to the Customer’s business and could include, where
relevant, Smart Truck failures fleet wide, a subset of drivers are having similar issues with tablets, a primary
report is not functioning, etc.
• Priority Level 3 (P3) issues are less severe, and often include professional services requests such as training,
configuration assistance, issues with a workaround provided by the Company, general questions, etc.
• Defect means any failure of a Product which: (i) does not result from any act or omission of the Customer, or
their authorized agent, including without limitation, negligence, willful misconduct, or use of the Products in
breach of the Agreement and; (ii) is not outside the reasonable control of the Company, including without
limitation: acts of any government authority, war, sabotage, fire, flood, strike or other labor disturbance, failure
of third party software or equipment.
• Resolution and Resolve are references to the implementation of a permanent solution to a Defect.
7. INCIDENT RESPONSE and ROOT CAUSE ANALYSIS
An incident is an unplanned interruption to the Products that is not a result of the Customer making configuration or
other types of changes. Incidents may occur due to misconfiguration, corrupted data or service crashes, etc. In the
unlikely event that an incident occurs to a Customer’s hardware or software solutions, an Incident Management
Response Process is initiated in order to log, record and resolve the incident(s) as quickly as possible to restore the
business process or service back to normal. As part of the Company’s Incident Management Response Process, an RCA
(root cause analysis) is completed and will be provided to Customer upon request.
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Exhibit D
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code.
The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested
parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics
Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the Contract is awarded, in
accordance with Government Code 2252.908.
The Contractor shall:
1. Log onto the State Ethics Commission Website at :https://www.ethics.state.tx.us/filinginfo/1295/
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract
1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award.
Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven
business days.
Page 1 of 1
Docusign Envelope ID: 4FC3B2E9-D0A2-4B25-AB28-10EE6FE050F7
E: INFO@ROUTEWARE.COM | P: (503) 906-8500 | Q-14002
EXHIBIT E
Q-14002
City of Denton, TX
Docusign Envelope ID: 4FC3B2E9-D0A2-4B25-AB28-10EE6FE050F7
E: INFO@ROUTEWARE.COM | P: (503) 906-8500 | Q-14002
EXHIBIT E
QUOTE NUMBER Q-14002
Routeware, Inc.
7719 Wood Hollow Dr.
Suite #150
Austin, TX 78731
Order Q-14002
Good Through: Feb 20 2026
Payment Terms: Net 30
Term 12 Months
Ship To
J.J. Tips
City of Denton, TX
1527 S Mayhill Rd
Denton, Texas 76208
United States
james.tips@cityofdenton.com
Bill To
City of Denton, TX
1527 S Mayhill Rd
Denton, Texas 76208
United States
Salesperson Phone Email
Chantia Olusoga chantia.olusoga@routeware.com
Statement of Confidentiality & Non-Disclosure
The parties acknowledge that the City of Denton is a government entity and subject to the Texas Public Information Act, Chapter
552, Texas Government Code. Notwithstanding anything contained herein to the contrary, the City shall not be responsible to
Routeware for any disclosure of Confidential Information pursuant to the Act or pursuant to any Texas public records act laws,
rules, regulations, instructions or other legal requirement.
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.
Docusign Envelope ID: 4FC3B2E9-D0A2-4B25-AB28-10EE6FE050F7
E: INFO@ROUTEWARE.COM | P: (503) 906-8500 | Q-14002
$6,777.98 SUBSCRIPTIONS TOTAL (USD):
$5,049.85 $77.69 65 Monthly In-Cab Interface (Tablet)
EXTENDED
$1,728.13
UNIT PRICE
$28.33
QTY
61
UNIT
Monthly
RECURRING SUBSCRIPTIONS
PRODUCT
Telematics Device
QUOTE NUMBER Q-14002
EXHIBIT E
Docusign Envelope ID: 4FC3B2E9-D0A2-4B25-AB28-10EE6FE050F7
Q-14002
EXHIBIT E
Payment Terms -
Hardware is invoiced seven (7) days after execution of the Order.
The Software Fee Effective Service Date for this Order will be 2025-09-26.
Invoices for Recurring Subscriptions shall be issued annually in advance, with the initial invoice issued on the Effective Service Date
and each subsequent invoice due on the corresponding date of each successive anniversary thereafter. The term of the Recurring
Subscription(s) shall commence on the Effective Service Date. If Customer chooses to exclude auto renewal or declines to enter
into a renewal agreement upon the last day of the 12-month Contract period, Customer understands that all Services will be
terminated on the Contract end date.
Terms & Conditions Information
This Order and all products and services herein are subject to and limited to the terms and conditions as mutually agreed-upon in the
Contract by and between City of Denton, Texas, and Routeware, Inc., effective as of September 26, 2025 (Contract #8909), along
with all incorporated Exhibits, attached and incorporated herein. Any purchase orders issued in response to this Order will be deemed
acceptance of such terms.
Prices are exclusive of any federal, state, or local taxes.
This system requires a specific server to operate Routeware software, which may need to be purchased separately.
This system requires cellular connectivity for each vehicle which may need to be purchased separately.
If route sequencing by Routeware is a requirement, additional professional services fees may apply.
On-Board Computer software is sold as a perpetual license, allowing the license to be activated on replacement hardware.
Any lapse in support voids perpetual license.
Pricing does not include freight cost or travel expenses, which will be invoiced as they are incurred.
Accounts Payable Details:
Name:
Title:
Email:
Phone:
Docusign Envelope ID: 4FC3B2E9-D0A2-4B25-AB28-10EE6FE050F7
Q-14002
EXHIBIT E
IN WITNESS WHEREOF, the Parties to the Order Form has caused it to be executed by their authorized officers as the
day and year of the signatories below.
City of Denton, TX
Signature: Date:
Name (Print): Title:
Purchase Order Details:
Purchase Order number:
Issuance of Purchase Order ("PO") in lieu of signature denotes acceptance of Order Form by Customer. Receipt of complete and accurate PO is
required prior to Order execution.
Routeware, Inc, and Affiliates
Signature: Date:
Name (Print): Title:
Please sign and email to Chantia Olusoga at chantia.olusoga@routeware.com
FOR INTERNAL USE ONLY
Reviewed By:
Docusign Envelope ID: 4FC3B2E9-D0A2-4B25-AB28-10EE6FE050F7
CONFLICT OF INTEREST QUESTIONNAIRE
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after
the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the
date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business
relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
Docusign Envelope ID: 4FC3B2E9-D0A2-4B25-AB28-10EE6FE050F7
EXHIBIT F
ROUTEWARE, INC.
2/4/2026
X
N/A
Certificate Of Completion
Envelope Id: 4FC3B2E9-D0A2-4B25-AB28-10EE6FE050F7 Status: Completed
Subject: ***Purchasing Approval*** 8909 Smart Routing System
Source Envelope:
Document Pages: 26 Signatures: 5 Envelope Originator:
Certificate Pages: 6 Initials: 1 Crystal Westbrook
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
crystal.westbrook@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
1/29/2026 4:40:57 PM
Holder: Crystal Westbrook
crystal.westbrook@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Crystal Westbrook
crystal.westbrook@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 1/29/2026 4:45:09 PM
Viewed: 1/29/2026 4:45:20 PM
Signed: 1/29/2026 4:46:52 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 1/29/2026 4:46:53 PM
Viewed: 1/30/2026 9:39:57 AM
Signed: 1/30/2026 3:52:49 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Crystal Westbrook
crystal.westbrook@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 2/3/2026 1:23:17 PM
Viewed: 2/3/2026 1:23:33 PM
Signed: 2/3/2026 1:25:50 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Leah Bush
leah.bush@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 2/2/2026 6:01:34 PM
Viewed: 2/3/2026 12:23:19 PM
Signed: 2/3/2026 2:05:33 PM
Electronic Record and Signature Disclosure:
Accepted: 2/3/2026 12:23:19 PM
ID: e1f1f2ea-9ffa-4524-98a2-472d9ed83350
Signer Events Signature Timestamp
Robert Nelson
rnelson@routeware.com
VP, Accounting
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address:
2600:1700:830:5830:7c59:5261:6979:1334
Sent: 2/3/2026 2:05:35 PM
Viewed: 2/4/2026 9:48:01 AM
Signed: 2/4/2026 10:36:47 AM
Electronic Record and Signature Disclosure:
Accepted: 2/4/2026 9:48:01 AM
ID: 5576551c-3e16-4276-b6ff-ad8e861e137f
Brenda Haney
brenda.haney@cityofdenton.com
Director
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 2/4/2026 10:36:51 AM
Viewed: 2/17/2026 8:09:23 AM
Signed: 2/17/2026 8:10:00 AM
Electronic Record and Signature Disclosure:
Accepted: 2/17/2026 8:09:23 AM
ID: 7c126c0a-dcc3-4f7d-875a-752e8ade24a6
Crystal Westbrook
crystal.westbrook@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 2/17/2026 8:10:02 AM
Viewed: 2/17/2026 8:10:38 AM
Signed: 2/17/2026 8:10:49 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Marcella Lunn
marcella.lunn@cityofdenton.com
Senior Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 2/2/2026 6:01:36 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 2/17/2026 8:10:52 AM
Electronic Record and Signature Disclosure:
Carbon Copy Events Status Timestamp
Not Offered via Docusign
James Tips
james.tips@cityofdenton.com
Solid Waste Operations Manager
Security Level: Email, Account Authentication
(None)
Sent: 2/17/2026 8:10:53 AM
Electronic Record and Signature Disclosure:
Accepted: 2/3/2026 1:09:12 PM
ID: b56235b5-c7b3-46be-80d5-af2b328ee1c5
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 1/29/2026 4:45:09 PM
Envelope Updated Security Checked 1/29/2026 4:46:18 PM
Envelope Updated Security Checked 2/3/2026 1:23:16 PM
Certified Delivered Security Checked 2/17/2026 8:10:38 AM
Signing Complete Security Checked 2/17/2026 8:10:49 AM
Completed Security Checked 2/17/2026 8:10:53 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Leah Bush, Robert Nelson, Brenda Haney, James Tips
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.