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HomeMy WebLinkAboutC14-160 Route Match NWCCOG Agreement of Assignment of Rights and Assumption RauteNlatch ASSIGNMENT OF RIGHTS AND ASSUMPTION OF OBLIGATIONS UNDER SOFTWARE LICENSE AND SERVICES AGREEMENT THIS ASSIGNMENT (the "Assignment") is made and entered into effective as of , 2014 (the "Effective Date"), by and among ROUTEMATCH SOFTWARE, INC., a Georgia corporation ("RouteMatch"), NORTHWEST COLORADO COUNCIL OF GOVERNMENTS, a Colorado entity ("Assignor") and EAGLE COUNTY, COLORADO, a political subdivision of the State of Colorado ("Assignee" and, collectively with RouteMatch and Assignor,the"Parties"). WHEREAS, RouteMatch and Assignor have entered into that certain Software License and Services Agreement dated January 2014 (the "Agreement") for the purchase by Assignor of transportation software and implementation, services, and support related thereto (the `Technology Items"), which is attached hereto as Exhibit A;and WHEREAS, Assignor desires to assign certain rights and obligations under the Agreement to Assignee, as more specifically provided, and on the terms and conditions set forth, herein; and WHEREAS, Assignee desires to assume certain rights and obligations under the Agreement from Assignor, as more specifically provided,and on the terms and conditions set forth, herein; and WHEREAS, RouteMatch agrees to the assignment by Assignor and the assumption by Assignee of the certain rights and obligations specifically contemplated, and on the terms and conditions set forth, herein. NOW, THEREFORE, for and in consideration of the premises and mutual covenants set forth herein, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: Assignor or Assignee of the rights and obligations 1. Defined Terms under the Agreement which continue to reside with such Party by virtue of this Assignment. Each capitalized term used but not defined in this Assignment has the meaning ascribed to such term in 4. Continuation of Agreement the Agreement. Except as expressly set forth in this Assignment, the 2. Assignment Agreement, and all rights, obligations, covenants, and conditions under, arising out of, or relating to the Assignor hereby assigns, and Assignee hereby Agreement, shall continue to apply with full force and accepts and assumes licenses to use the software effect to Assignor, and,only to the extent permitted by and other Technology Items set forth in Schedule 1. law, all rights, obligations (other than payment attached hereto and incorporated herein by this obligations), covenants, and conditions under, arising reference (collectively, the "Assigned Items"). All out of, or relating to the Assigned Items under the payment obligations to RouteMatch for the Assigned Agreement shall apply with full force and effect to Items shall continue to reside with and be performed Assignee. by Assignor in accordance with the Agreement and in no event shall Assignee have any payment 5. Payment of Expenses and Overages obligations associated with said Assigned Items. Assignee shall become, and shall be deemed to be, Notwithstanding anything to the contrary, Assignee the "Licensee" under the Agreement with respect to shall pay for any expenses and/or overages which the Assigned Items. By way of example and not of result from its use of the Assigned Items, including, limitation, Assignee will be deemed the Licensee without limitation, any cellular data overage charges under the Agreement with respect to three (3)Vehicle and any fees related to use of the Notification Module licenses for the RouteMatch Demand Software Software in excess of the number of hosted calls set Technology Item under the Agreement, as more forth in the Agreement which Assignee has been particularly described in Schedule 1 hereto. assigned in Schedule 1. 3. Agreement to Assignment 6. Miscellaneous RouteMatch hereby consents to the assignment of the (a) Notices. All notices, requests, demands and Assigned Items in accordance with Section 13 of other communications required or permitted Exhibit B of the Agreement. Section 13 of Exhibit B hereunder shall be in writing and, if mailed by prepaid of the Agreement shall continue to apply to any future first class mail or certified mail, return receipt contemplated or attempted assignment by either requested, shall be deemed to have been received on Confidential—Do Not Disclose Page 1 of 5 RouteMatch ,'1.117 the earlier of the date shown on the receipt or three controlled, construed and enforced in accordance with (3) business days after the postmarked date thereof the substantive laws of the State of Colorado ,without and, if sent by facsimile, shall be followed forthwith by regard to any laws related to choice or conflicts of first class mail and shall be deemed to have been laws. received on the next business day following dispatch and acknowledgment of receipt by the recipient's (d) Waiver; Entire Agreement. This Amendment facsimile machine. In addition, notices hereunder may constitutes the entire agreement among the Parties be delivered by hand, in which event the notice shall relating to the subject matter hereof, and supersedes be deemed effective when delivered, or by overnight all prior and contemporaneous negotiations, writings, courier, in which event the notice shall be deemed to agreements, warranties, guarantees, whether written have been received on the next business day or oral, express or implied, relating to the subject following delivery to such courier. All notices and matter of this Amendment. The Parties may, by other communications under this Amendment shall be mutual written agreement and in no other manner, given to the Parties hereto at the following addresses modify or amend the terms of this Amendment. The with adequate postage thereon, if applicable, and as failure or delay of any Party at any time or times to follows unless and until notice of another or different require the performance of any provision of this address shall be given as provided herein: Amendment shall in no manner affect its right to enforce that provision. No single or partial waiver by If to RouteMatch: any Party of any condition of this Amendment, or the breach of any term, agreement or covenant of, or the RouteMatch Software, Inc. inaccuracy of any representation or warranty in, this Suite 3300 Amendment, whether by conduct or otherwise, in any 1201 West Peachtree Street one or more instances, shall be construed or deemed Atlanta, Georgia 30309 to be a further or continuing waiver of any such Attn: Contracts Manager condition, breach or inaccuracy or a waiver of any other condition, breach or inaccuracy. If to Assignor: Northwest Colorado Council of (e) Notwithstanding anything to the contrary Governments contained in this Agreement, neither party shall have 249 Warren Ave any obligations under this Agreement after, nor shall P.O. Box 2308 any payments be made to any party in respect of any Silverthorne, CO 80498 period after December 31 of any year, without an If to Assignee: appropriation therefor by Assignee in accordance ECO Transit with a budget adopted by the Board of County P.O. Box 1070 Commissioners in compliance with Article 25, title 3289 Cooley Mesa Road 30 of the Colorado Revised Statutes, the Local Gypsum, CO 81637-1070 Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment(Colorado Constitution, (b) Section Headings. Section and other headings Article X, Sec.20). contained in this Amendment are for references only and shall not affect in any way the meaning or ALL TERMS AND CONDITIONS OF THE interpretation of this Amendment. AGREEMENT NOT EXPRESSLY MODIFIED HEREIN REMAIN IN FULL FORCE AND EFFECT. (c) Governing Law. This Amendment shall be [Signatures contained on following page] Confidential—Do Not Disclose Page 2 of 5 Route iat#b IN WITNESS WHEREOF,the Parties have executed this Amendment effective as of the Effective Date. ROUTEMATCH: ASSIGNOR: ROUTEMATCH SOFTWARE, INC. NORTHWEST COLORADO COUNCIL OF GOVERNMENTS By: By: Name: C-L"--1 (245k Name: Title: et,j-v1.-43 M . Title: Date: j/�041 Date: ASSIGNEE: EAGLE C ,Y AO By: Na ;/ 2L A Title: ((Art J t2M4 Date: T/ C/ -1" Confidential—Do Not Disclose Page 3 of 5 RouteMatct2 Schedule 1 Assigned Items RouteMatch Demand Software 3 Vehicle licenses RouteMatch AVUMDC Module 3 Vehicle licenses RouteMatch Coordination Module 3 Vehicle licenses RouteMatch Incidents Module 3 Vehicle licenses RouteMatch Notification Module 3 Vehicle licenses+ 1,500 minutes for hosted calls Year 1 of the Term ($0.03/minute after 5,000 minute limit reached) 3rd Party GIS Data 3 Vehicle licenses Hardware 3 tablet Devices, Cradles, and chargers Verizon Cellular Data 3 Vehicles, 10 MB per month per Vehicle,Years 1-5 of the Term Confidential—Do Not Disclose Page 4 of 5 RouteMatch ti�,ua.� Exhibit A Agreement [To be attached upon full execution by RouteMatch and Assignor/NWCCOG] Confidential—Do Not Disclose Page 5 of 5 Rouwkipch Software License and Services Agreement Between RouteMatch Software, Inc. and Northwest Colorado Council of Governments , 2014 Confidential—Do Not Disclose Page 1 of 10 Roumi 6 THE SOFTWARE LICENSE AND SERVICES AGREEMENT(the "Agreement")is made and entered into as of ,..1(=,ut a- 2014(the 'Effective Date") by and between ROUTEMATCH SOFTWARE, INC.,a Georgia corporation ("RouteMatch'), and NORTHWEST COLORADO COUNCIL OF GOVERNMENTS, a Colorado entity("Licensee"and,collectively with RouteMatch,the"Parties"). WHEREAS, RouteMatch is the owner of the Software and the User Manuals(each as defined below) which are licensed to Licensee under and pursuant to the terms of this Agreement and all referenced Exhibits; and WHEREAS, RouteMatch is the provider of certain services related to the installation,setup,training and technical support associated with the use of Software;and WHEREAS,Licensee desires to obtain(1)a license to use the User Manuals and Software solely in its business operations, (2)the Professional Services, (3)the Customer Support, (4)the Hosting Services,(5)the Cellular Data,and(6)the Hardware,all on the terms and conditions set forth in this Agreement. NOW, THEREFORE, for and In consideration of the premises and mutual covenants set forth herein, and other good and valuable consideration, the receipt, adequacy, and legal sufficiency of which are hereby acknowledged,the Parties hereto agree as follows: 1. AGREEMENT TO PURCHASE, collectively with the Initial Term, the "Igo") unless either Party provides the other Party The Parties agree to the following rights and with at least sixty (60) days written notice of responsibilities: non-renewal prior to the end of the then- current year of the Term. As used in this (a) Purchase of Licenses,Services,and Hardware. Agreement, "Go Live" means the point in time Licensee agrees to purchase from RouteMatch, at which Licensee first uses the Software in its and RouteMatch agrees to provide to Licensee, daily operations. under the terms of this Agreement, (1) the Licenses; (2) the following "Services": (A) the (4)Hosting Services: For a period of five(5)years Professional Services, (B)the Customer Support, after the Software Is installed on a central (C) the Hosting Services; (3) the Cellular Data, server and made available to Licensee (the and (4) the Hardware. Collectively, the Licenses, initial Hosting Term"). Beginning on the first Services, and Cellular Data set forth in the anniversary of the Initial Hosting Term, the foregoing clauses in this subsection 1(a), are Parties' Hosting Services obligations relating referred to in this Agreement as the"Projecf". to this Agreement(including,wittyogt limitation, RouteMatch's obligation to provide the Hosting (b) Term. The obligations of the Parties under and Services and Licensee's obligation to pay pursuant to this Agreement shall become effective RouteMatch's invoice for the upcoming year's as of the Effective Date and shall remain in effect Hosting Services) shall be automatically as follows: extended for additional twelve (12) month periods (each such additional period, a (1)License to Use Software:Perpetual. "Renewal Hosting Term"and, collectively with the Initial Hosting Term, the "Hosting Term"), (2)Professional Services: From Effective Date unless either Party provides the other Party through System Acceptance. As used in this with at least sixty (60) days written notice of Agreement, "System Acceptance" is deemed non-renewal prior to the end of the then- to occur at the point in time at which the current year of the Hosting Term.The Software Software substantially conforms in all material shall be considered "available" once respects to the specifications set forth in RouteMatch has installed the Software on the gxhibit C-1 of this Agreement. Server and provided Licensee with valid usemames and passwords which enable (3)Customer Su000rt and Cellular Data: For a Licensee to access the Software over the period of five (5) years after "Go Live" (the Internet using a computer which meets the "Initial Term"). Beginning on the first System Requirements set forth in exhibit C.2. anniversary of the Initial Term, the Parties' Customer Support and Cellular Data (c) Right to Suspend Servic s. So long as obligations relating to this Agreement Licensee is in breach of any term or condition of (including, without limitation, RouteMatch's this Agreement, RouteMatch may, In its sole obligation to provide the Customer Support discretion, suspend performance of any of its and Cellular Data and Licensee's obligation to obligations to provide any of the Services to pay RouteMatch's Invoice for the upcoming Licensee under this Agreement. year's Customer Support and Cellular Data) shall be automatically renewed for additional twelve (12) month periods (each such additional period, a 'Renewal Term" and, Confidential—Do Not Disclose Page 2 of 10 r- id Rouce t fph 2. LICENSE TO USE SOFTWARE. 4. PROFESSIONAL SERVICES. (a) Description. RouteMatch grants to Licensee the In consideration for Licensee's payment of the fees following licenses (the "Licenses") for the and reimbursement of expenses as set forth in this authorized number of Authorized Users and Agreement or as otherwise agreed in a writing signed Vehicles(as provided in subsection 2(b)): by the Parties, RouteMatch will provide (x) the following RouteMatch Implementation Methodology (1)License to use the installed version of the ("gad") Professional Services to Licensee during the "Software" listed in Exhibit A(the"Software"); applicable stage set forth in subsections 4(a)through and 4(g) below (collectively, the "Professional Services"), which stages are listed sequentially; and (y) (2)License to use one(1) hard copy and one(1) accompanying deliverable documentation referenced digital copy of RouteMatch's user manuals in subsections 4(a) through 4(g) below (the relating to the purchased Licenses, together "Deliverables"): with flip books and/or pocket guides equal to the number of Vehicles, as defined in this (a) Protect Management Agreement. RouteMatch will provide the digital copy to Licensee in Adobe Acrobat PDF format RouteMatch will provide project management after installation of the Software (collectively, services throughout all phases of the the"User Manuals"). Implementation. The Project Manager will (1) oversee all aspects of the Project,(2)conduct Bi- Each License is non-transferable. Licensee's use Weekly Project Status reviews with Licensee,and of each License is at all times subject to the terms (3)be responsible for resolution of all issues and and conditions of this Agreement. action items. (b) Scope (b) Phase 0:Initiation (1)Vehicles. Licensee may manage as many RouteMatch and Licensee will initiate and vehicles with each item of the Software as is complete the contract documents.RouteMatch will expressly stated for such item of Software in schedule, prepare and participate in the Project Exhibit A. The vehicles so designated in kickoff meeting (the "Kickoff Meeting"),which will accordance with this subsection and the result in an end-to-end Implementation Work Plan applicable rows of Exhibit A are referred to in and Statement of Work. (The Statement of Work this Agreement,collectively,as the"Vehicles". will identify Scope of the Project, Deliverables, Project Budget, Project Timeline, Project Risks, (2)Authorized Users. Licensee may designate as Project Issues, and Project Resource many employees to use each item of the Requirements). Software as is expressly stated for such item of Software in Exhibit A. The employees so (c) Phase 1:Design designated in accordance with this subsection and the applicable rows of Exhibit A are • Duties: RouteMatch will (1) review and referred to in this Agreement, collectively, as document specific operational and functional the'Authorized Users". details of how the Software and Hardware will be implemented, integrated, and deployed at 3. HARDWARE. Licensee's location; (2) perform an Operations and Technical Assessment of Licensee's (a) Data Devices. RouteMatch will deliver to current operating environment; (3) create a Licensee the electronic devices set forth in the System Design Document of how Licensee will "Third Party Hardware" section of Exhibit A for use the Software in its operations; (4) identify use in the Vehicles, Including, without limitation, changes needed between current operations the tablets set forth therein(the"Devices"). and system flow; (5) if applicable, convert Licensee's data for use in the RouteMatch (b) Cradies/Mounts. RouteMatch will deliver to software;(6)conduct a full training assessment Licensee the cradles/mounts set forth in the°Third of all the Authorized Users; (7) develop a Party Hardware"section of Exhibit A for use with training plan for the Authorized Users; and (8) the tablet Devices(the "Cradles"and, collectively execute training. with the Devices,the"Hardware"). • Deliverables: System Design Document, (c) installation. If a specific line item(s)in the"Third Training Needs Analysis, Hardware Design Party Hardware" section of Exhibit A indicates Document, Interface Control Document, and that RouteMatch will provide installation services, Conversion Plan. RouteMatch or a third party installer will install the appropriate Hardware so specified in the Vehicles. Confidential—Do Not Disclose Page 3 0110 `9 Routcm e (d) Phase 2:Build-out • Deliverables: Baseline Measures and Metrics Analis and • Duties RouteMatch will manage the build out of documents Customer Support Transition the agreed-upon System Design, including the RouteMatch database and all applications. The parties agree that a more detailed schedule During this Build-Out Phase, RouteMatch will with all training dates and times will be finalized perform complete vendor assembly testing, during the Kickoff Meeting and set forth in the including unit testing, integration testing and Project plan, to be prepared and delivered to system testing as follows: Licensee by RouteMatch within thirty(30) days Vendor Assembly Test Plan: after the Kickoff Meeting. —Unit Testing is executed at a low level of 5. CUSTOMER SUPPORT. the Software. The implementation team In consideration for Licensee's payment of the fees tests the basic components of the Software. and reimbursement of expenses as set forth herein or — lnte ration Testin as otherwise agreed in writing signed by the Parties, g g is performed against during the Term, RouteMatch will provide its Industry- the System Design Document and leading Premium Technical Support & Maintenance operational process for Licensee and will customer support services (the 'Customer Support") include Hardware peripherals. for the Software,as follows: —System Testing affirms the end-to-end (a) Live Support. RouteMatch will provide(i)toll-free quality of the entire System. The System technical support by phone and email,twenty-four Test is based on the functional/requirement (24) hours a day, seven (7) days a week. specification of the System. Non-functional Customer Support personnel will be available for quality attributes, such as reliability, live consultation from 6:00 AM —8:00 PM (EST) security, and maintainability, are also and will, within two (2) hours, (i) return all calls validated. made to RouteMatch's support 3629, (ii) line, (866) 653- • Deliverables:Test Report, End User I Licensee ( ) provide a response to all emails to training guides, and Go-Live Risk Assessment caseort(csubm t edtc to the and (Ili) respond and toe` cases submitted to the Report a Case` with Mitigation Plan. functionality in my.routematch.com. Two (2) Customer Support team members will be available (e) Phase 3:Education from 8:00 PMp 6:00 AM for after-hours phone, email, and my.routematch.com support. During • Duties:RouteMatch will(1)execute the agreed- such times, an available Customer Support team upon Training Plan (the training under the member will be informed of incoming calls,emails, Training Plan is role-based and in accordance and my.routematch.com cases via the team with the training needs analysis performed member's mobile device. Within two (2) hours during Phase 1: Design); and (2) perform risk after an Authorized User has left a message, a assessment,comparing project objectives. Customer Support team member will initiate a • Deliverables: Go-Live Success Criteria, Risk Licensee Yenctonta and email aan alert n ueotifica�king Assessment and Implementation Checklist. identification number. (f) Phase 4:Deployment (b) Updates. As part of the Premium Technical ort & Maintenance • Duties:RouteMatch will coordinate the phased- purpchased, RouteMatch will that Licensee sa in deployment of the System and oversee Go all Updates (as defined in Exhibit to Licensee i see e Live with Licensee. This includes User charge,along with all patches to the Software,on Acceptance Testing,Pilot,Bum-In,Go-Live,and CD or other acceptable electronic means. Implementation Support. • Deliverables: Post Project Assessment (c) Upgrades. As part of the Premium Technical Documents, including Baseline/Go-Live purchased,& Maintenance that Licensee see analysis. rchased, RouteMatch will provide to Licensee Upgrades(as defined in Exhibit B), and patches on CD or other acceptable electronic means, free (g) Phase 5:System Acceptance of charge during the period in which Licensee is current on payments for Premium Technical • Duties: RouteMatch and Licensee will confirm Support&Maintenance. System Acceptance and transition Licensee to RouteMatch Customer Support. (d) Customer Support Website. RouteMatch will provide Licensee access through a unique,secure password to RouteMatch's Customer Support Confidential—Do Not Disclose Page 4 of 10 Rau te ivt1' Website ("CSW"). The CSW(i)is maintained for during the Hosting Term, RouteMatch will provide the licensees only and contains information regarding Hosting Services as follows: the Software, Services, and other helpful information, and (ii) provides access to the most (a) Definition. As used in this Agreement "Hosting up-to-date documentation, new case submittal Services"means the services described in Section forms, and available releases. Customers 5(b). submitting cases or requests through the CSW receive confirmation of receipt within one (1) (b) Description business hour of submittal, (1)RouteMatch will(A)either directly or through a (e) User Groups. Licensee will be permitted to hosting partner,provide to Licensee access to participate,free of charge,In regional user groups and use of a server (the 'Server") and the for Licensee's region,if available. Software,which will be installed on the Server (the 'System"), and (B) provide Licensee with (a) On-Line Training Sessions. In an effort to separate (I) identification numbers ("ID ensure that Licensee maximizes the Software's Numbers") and (ii) passwords ("Passwords"), potential during the Term, Licensee's Authorized for each Authorized User to enable the System Users may jointly participate in two(2)web-based, to identify each Authorized User. on-line training sessions to be held on two (2) separate occasions per year. Upon Licensee's (2)Licensee shall (A)subject to the terms of this request RouteMatch will host each of the two (2) Agreement, be entitled to store and access training sessions on the subject matter requested Licensee's data, information and other by Licensee at a mutually agreed upon date and materials (collectively, the "Content") on the time. Server for use in conjunction with the Software, and (B) ensure the Authorized Users provide (b) Scheduled Web Training Classes. in an each such Authorized User's provided additional effort to ensure that Licensee Password when accessing the System. maximizes the Software's potential during the Term, Licensee's Authorized Users may jointly (c) Licensee Responsibilities participate in five (5) regularly scheduled Web- (1)Compliance with ASP Policies. As used in this training classes to be held on five (5) separate occasions per year. RouteMatch will routinely Agreement, "ASP Policies"are written policies publish a schedule of available training classes of been delivered or its hosting partner that have and subjects on the CSW.Additional classes can been delivered help Licensee. ASP Policies are be purchased at the then applicable rate for hosting to help protect RouteMatch,customers its Premium Support customers. hosting partner, and RouteMatch's customers having access to the Server from irresponsible (c) Annual User Conference. RouteMatch holds an or illegal activities.Licensee shall not,nor shall annual users conference("User Conference")at a it uduhorize usor e the others es abuse or site selected annually by RouteMatch. fraudulently use the ASP Services. Abuse or RouteMatch encourages licensees to participate fraudulent use" as used in this Agreement in this exciting and informative event.To this end, includes,without limitation: up to two (2)of Licensee's Authorized Users may attend the User Conference each year, free of —including i i any Passwords or Is Numbers, charge. RouteMatch invites additional personnel Lice without any third those assigned of Licensee to attend the annual User Conference to Licensee,to exe thted party, unless such at half off the standard retail price of five hundred third party has executed and delivered (A) ninety five and 001100 dollars ($595.00) per to Licensee and to RouteMatch a written employee, or two hundred ninety seven and agreement with Licensee wherein the third 50/100 dollars ($297.50) per employee. saety acknowledges and agrees Numbers er her Notwithstanding anything to the contrary Password or it will not use the ID ndep end nt contained herein,RouteMatch has no obligation to Password except e' an independent pay for any of Licensee's attendees'expenses or contractor of Licensee's and solely for and on behalf of Licensee as permitted under costs to attend the User Conference (including, without limitation, travel, lodging, meals, and the terms and conditions of this Agreement, entertainment costs). and (ii) he, she, or it will not access or attempt to access any data, information or 6. HOSTING SERVICES. other materials that may be on the System other than Licensee's Content, and (B) to in consideration for Licensee's payment of the fees RouteMatch a Non-Disclosure Agreement and reimbursement of expenses as set forth herein or with a RouteMatch information protecting the or made as otherwise agreed in writing signed by the Parties, nature of information disclosed or made available during the development of RouteMatch's and/or Licensee's Content. Confidential—Do Not Disclose Page 5 of 10 ROutc6tatch Licensee shall treat Passwords and ID (4)Access Eauioment. Unless otherwise provided Numbers assigned to Licensee as private in this Agreement, Licensee must provide all and confidential information of RouteMatch; telephone, computer, hardware and software equipment and services necessary to access —developing web sites or Content,knowingly the Server and System. or unknowingly, which Licensee should have reason to believe that RouteMatch or (5)Support of Licensee's Own Network and its hosting partner would consider "Content. Licensee is responsible for resolving destructive In nature (including, without troubles within its own localized network unless limitation, aggressively capturing CPUs, otherwise provided for in a writing signed by memory,and/or input or output to the point RouteMatch. Unless otherwise provided for in where it seriously degrades performance of this Agreement,Licensee is responsible for all the Server and is inhibiting other trouble resolution services with regard to the RouteMatch customers' ability to use the Content itself unless the trouble arises from or ASP Services);and Is related to problems with the Server or the Software. —providing material which is, in the reasonable opinion of RouteMatch or its (6)Hardware Requirements. Licensee is hosting partner, threatening or harassing, responsible for providing necessary hardware obscene or pornographic,profane,abusive, and software required for the Software to libelous, socially objectionable, unlawful, function, consistent with the specifications set discriminatory, offensive, or protected by forth in Exhibit C-2. trade secrets. Licensee will indemnify, defend, and hold 7. CELLULAR DATA PLAN. harmless RouteMatch and its hosting partner, In consideration of the payment of the fees and if any, from any and all claims and actions, reimbursement of expenses as set forth herein, damages, costs, and expenses which arise in RouteMatch will provide cellular data for use by each connection with Licensee's Content, or Device (the "Cellular Data"), violation of these terms or of any ASP Policies. ( esubjast to a maximum RouteMatch and/or its hosting partner reserve usage per month for each Device(as measured in MB the right to remove Licensee's Content from its or "M n set forth in the applicable row of Exhibit A Server which RouteMatch or its hosting (the"Monthly Data Maximum"). partner, in its reasonable discretion, (a) Data Ovemaes. To the extent any Device determines to be in violation of any ASP exceeds the Monthly Data Maximum in a month Policies if Licensee fails to cure or discontinue the breach of any such policy within ten (10) (each occurrence, an "Overage"), Licensee shall days of receipt of written notice of such breach pay prevailing at that the per-MB overage rate or violation.RouteMatch reserves the right,for prevaiung number that time and billed to Licensee for itself and its hosting partner, to modify these the number shall MBs comprising the Overage. ASP Policies at any time, provided that any Licensee shah pay RouteMatch in full for such such revised ASP Policies will not be or Overage within thirty (30) days of receipt of such a effective as Policies Licensee until such RouteMatch's bill for such Overage. Additionally, revised ASP effective are delivered in writing to in an effort to protect Licensee from excessive Licensee. Overage charges, if any Device experiences an Overage, RouteMatch may prevent continued use (2)Content. Licensee shall provide and maintain of such Device by instructing Licensee to all to of Its own Content to be stored on the discontinue use of such Device or by using the Server. Licensee shall provide Content in a MDM Application (as defined below) to lock ''server-ready" condition, which Content a form down"the Device until Licensee pays RouteMatch requiring no additional manipulation by pursuant to this subsection for such Overage. RouteMatch or its hosting partner, unless (b) Offline Mapaina and Lock-Down Applications. Rout Match agreed to in a writing signed by To help prevent Overages, RouteMatch may install, for each Vehicle Device, (I) an offline (3)Access to the Server. Licensee is responsible mapping solution which shall serve as Licensee's for providing, operating and maintaining exclusive mapping application if so installed (the for providing,vi the Internet necessary to link maintaining "Offline Mapping Application"),and/or(ii)a mobile computer and/or network to the Server and the device management application {'MDM System unless and only to the extent Application"). otherwise provided in a writing signed by 8 ADDITIONAL SERVICES. RouteMatch. So long as Licensee is not in breach of or default under this Agreement, Licensee may purchase and Confidential—Do Not Disclose Page 8 of 10 IV RovteMa[-tt acquire from RouteMatch additional or elective 10. LICENSEE'S OBLIGATIONS, services at prices and terms mutually agreed upon by the Parties at that time. My such purchase must be evidenced by an authorized representative of each (a) Geneva Licensee shall name a point responsible osb Party which sets forth the additional or elective frepresentative all o u (the"Point of ee Contact")RouteMatch an services and products to be purchased by Licensee for all communications between process. The and and provided by RouteMatch,as well as the prices for of Contact t throughout ll the RIM pr for sc. The Poa l such services and products. All such additional or of Cortme s;ll be iveringsiba for scheduling all elective services shall be provided on an hourly- or appointments;tn; d reveedg and receiving as daily-rate basis, if applicable, unless the Parties have correspondence related to Installation; data executed a new Statement of Work setting forth the conversion,communications and technical support; and services, deliverables, schedules, specifications, arranging commseicatioes and support from RouteMatch representatives,as requested. acceptance, criteria, and price of the (a ")Vent Statement of Work"). Any New Statement of Work will (b) Implementation Work Plan. Licensee be an Addendum to this Agreement and will acknowledges and incorporate the terms and conditions of this g agrees that time is o l . Agreement the performance of the Implementation Work Plan. Licensee further acknowledges and agrees that 9. PAYMENT, any delay in the Implementation of the Project due to the acts or omissions of Licensee, its (a) Software and Professional Services. Licensee employees,subcontractors,agents and/or client(s) shall pay for all Software and Professional (persons hall not con constitute a�deayhin RouteMat hs Services fees in the amounts set forth on got& performance and shall not delay or prevent A, as those items are delivered (including on a payment of any amount that would have been due daily prorated basis where RouteMatch delivers a to be paid to RouteMatch under this Agreement portion of such Professional Services). (b) Hardware. Licensee shall pay for all Hardware in (c) Installation.Licensee agrees that an IT manager- (b) amounts set forth on Exhibit A,as those items level representative, capable of providing are delivered. RouteMatch administrative access to all of Licensee's applicable computers, workstations and servers,will be available to assist RouteMatch (c) Customer Support & Maintenance. Licensee during the Software installation period. Licensee shall pay fees for Customer Support for the Initial further agrees to provide RouteMatch with one(1) Term at Go Live in the amount set forth on Exhibit hour of down time per work station, in which A, and for each Renewal Term, within sixty (60) RouteMatch has complete, uninterrupted access days after an invoice from RouteMatch but in all to said work station to equip such workstation with events prior to the first day of such Renewal Term. the Software. (d) Hosting. Licensee shall pay fees for Hosting (d) Data Conversion. If RouteMatch is to provide Services for the Initial Hosting Term once the data conversion services, Licensee is solely Software is installed on a central server and made responsible for presenting all of its business and available to Licensee in the amount set forth on other data to be used with the Software in an Exhibit A, and for each Renewal Hosting Term, acceptable format(Microsoft Excel,template to be within sixty (60) days after an invoice from provided by RouteMatch) to expedite data RouteMatch but in all events prior to the first day conversion services. of such Renewal Hosting Term. (e) Training. Licensee agrees to make all of its (e) Cellular Data. Licensee shall pay fees for the Authorized Users that are considered by Licensee Cellular Data for the Initial Term at Go Live In the to be"trainees"on the use of the Software or who amount set forth on Exhibit A, and for each are to receive training as part of the Professional Renewal Term, within sixty (60) days after an Services available for the stated number of invoice from RouteMatch but In all events prior to uninterrupted, dedicated eight (8) hour training the first day of such Renewal Term.Licensee shall days. additionally pay for any Cellular Data used in the performance of the Professional Services. (f) Customer Support. During the Term, Licensee shall (1) follow and comply with the RouteMatch (f) Expenses. Licensee shall reimburse RouteMatch Customer Support Program communicated to for all expenses contemplated herein (including, Licensee from time to time,(2)direct all technical without limitation, any Overage) within the time and Customer Support questions and period specified for the payment of such expense, communications through the Point of Contact,and or, if not so specified, within thirty (30) days of (3)provide the necessary and qualified personnel, receiving an invoice from RouteMatch. as requested by RouteMatch, to assist in completing the Project. Confidential—Do Not Disclose page l of t0 Roc ccM d postage thereon, if applicable, and as follows (g) Communications Network. This Agreement unless and until notice of another or different requires a compatible public data network. address shall be given as provided herein: Licensee is required to provide and has the sole responsibility for contracting directly with a • If to RouteMatch: compatible public data carrier for the data plans RouteMatch Software,Inc. and airtime requirements. 1201 W.Peachtree St—Ste 3300 Atlanta,GA 30309 (a) Workstation Set Uo. Licensee is responsible for Attn:Contracts Manager providing the requisite space,power and network connections for all required workstations. With a cony to: Frelsem,Macon,Swann&Malone LLP (b) IT Services. Licensee is responsible for all 2905 Piedmont Rd—Ste C necessary IT services related to the installation of Atlanta,GA 30305 workstation equipment, firewall protections and Attn:Barclay Macon necessary software applications. • If to Licensee: (h) Internet Connection. Licensee is responsible for Northwest Colorado Council of providing the high speed Internet connection Governments necessary to connect to the public data network. 249 Warren Ave P.O.Box 2308 11. MISCELLANEOUS. Silverthome,CO 80498 Attn:Susan Juergensmeier (a) Exhibits. This Agreement includes the following (c) Section Headings. Section and other headings Exhibits,which by this reference are incorporated contained In this Agreement are for references into the Agreement as fully as if contained herein: only and shall not affect in any way the meaning or interpretation of this Agreement. (1)Exhibit A(Licenses and Services Purchased) Notwithstanding the foregoing, the underlined (2)Exhibit B(Terms and Conditions) portions of subsection 1(b) have substantive meaning in defining the term of the products and (3)Exhibits C-1. C-2 (Product Description, services contemplated by this Agreement. Workstation Requirements). (d) Governing Law. This Agreement shall be The Parties acknowledge and agree that any controlled, construed and enforced In accordance Section of an Exhibit referenced in this Agreement with the regard to laws laws s the State of Georgia g without regard to any laws related to choice or which is not included in such Exhibit is hereby conflicts of laws. deemed to have been intentionally omitted and any clause in this Agreement referring to such (e) Assignment Rights for Piggy Back Extension. Section is hereby deemed deleted from this Licensee is purchasing the Licenses, Services, Agreement in its entirety. and Hardware hereunder after determining that (b) (Notices. All notices, requests, demands and the amounts of such Licenses, Services, and other communications required or pens and Hardware constitute reasonable expectations of other communications shall be in writing and,or mailed by Licensee's current and future needs. During the prepaid first shall be mail it certified if ma return Initial Term and any Renewal Term,not to exceed receipt requested, shall be deemed to have been five (5) years from the Effective Date, this received on the earlier of the date shown on the Agreement, and all one(1 tad deliverables, may receipt or three earlier business days after the be assigned to up to one(1)but no more than ten postmarked date thereof and, if sent by facsimile, same other s and systems or their the per the shall be followed forthwith by first class mail and asme terms and herein. Such and g the same shall be shall be deemed to have been received on the as set forth herein. Such assignment shall be next business day following dispatch and evidenced through a ices Agreement written Software acknowledgment of receipt by the recipient's incorporates and Sereme Agreement which facsimile machine. In addition, notices hereunder rncorporates this Agreement by reference. may be delivered by hand, in which event the notice shall be deemed effective when delivered, (f) Waiver: Entire Agreement. This Agreement or by overnight courier, in which event the notice constitutes the entire agreement among the shall be deemed to have been received on the Parties relating to the subject matter hereof, and next business day following delivery to such supersedes all prior and contemporaneous courier. All notices and other communications negotiations, writings, proposals, agreements, under this Agreement shall be given to the Parties warranties, guarantees, whether written or oral, hereto at the following addresses with adequate express or implied,relating to the subject matter of this Agreement. The Parties may, by mutual Confidential—Do Not Disclose Page 8 of 10 Routesx1e:,,,rch written agreement and in no other manner,modify warranty in, this Agreement, whether by conduct or amend the terms of this Agreement.The failure or otherwise, in any one or more instances, shall or delay of any Party at any time or times to be construed or deemed to be a further or require the performance of any provision of this continuing waiver of any such condition,breach or Agreement shall in no manner affect its right to inaccuracy or a waiver of any other condition, enforce that provision. No single or partial waiver breach or inaccuracy. by any Party of any condition of this Agreement, or the breach of any term,agreement or covenant of, or the inaccuracy of any representation or [Signatures contained on following page] Confidential—Do Not Disclose Page Polio Roo'0440 ti IN WITNESS WHEREOF,the Parties have executed this Agreement effective as of the date first above written. ROUTEMATCH: LICENSEE: ROUTEMATCH SOFTWARE,INC. NORTHWEST COLORADO COUNCIL OF GOVERNMENTS By: �- BY: _y. e./Name: Name: ,r„ "-u ec rae: a�:� . Aro6 Date: i/ �'ij Date: t• Confidential—Do Not Disclose Page 10 of 10 Route acarc te 1 ]2gr Exhibit A Products and Services Purchased and Payment Terms '0 a bite ',software.: l,e e4,a t., RouteMatch Demand(2 Authorized Users, 10 Vehicles) $8,584.00 RouteMatch AVL/MDC Module(10 Vehicles) $12,000.00 RouteMatch Coordination Module(10 Vehicles) $21,000.00 RouteMatch Customer Web Portal (500 riders) $4,000.00 RouteMatch Facility Web Portal(50 facilities) $10,000.00 RouteMatch Provider Web Portal(10 Vehicles) $10,000.00 RouteMatch Notification Module(5,000 minutes in First Year of Term,$0.03/minute after 5,000 minute limit reached) $6,000.00 RouteMatch Incidents Module(10 Vehicles) $900.00 RouteMatch Data Interchange Utility $5,000.00 Subtotal 774 8 4 00 , r aaoftware '..: ASP Cloud Services(2 Authorized Users,Years 1-5 of the Term) $3,000.00 GIS Data(10 Vehicles) $390.00 Verizon Cellular Data(10 Vehicles, 10 MB per month,Years 1- 5 of the Term) $3,600.00 Subtotal $6,990.00 T d_a_." ar ware.MTh r Party 1�5stalfat n; n OnSti g ...._. .. Tablet Devices+Cradles/Mounts(10 Devices) $8,381.00 Tablet Device Installation Services(10 Devices) $1,563.00 Third Party Consulting(coordination planning) $10,000.00 Subtotal to > a pftvva a row,.01 0: o;"L Cr, RouteMatch Professional Services $16,280.00 Travel $4,500.00 Subtotal 20,780.00 n .�._: Premium Support and Maintenance(24x7)—Year 1 of the Term Included Premium Support and Maintenance(24x7)—Years 2-5 of the Term $53,795.00 Subtotal $53,795.00 Confidential—Do Not Disclose Ex.A—Page 1 of 2 Route Match kgruun' EXHIBIT B TO SOFTWARE LICENSE AND SERVICES AGREEMENT BETWEEN ROUTEMATCH AND LICENSEE Terms&Conditions The Software and Documentation are licensed to Licensee and the Services are provided to Licensee under the additional Terms and Conditions set forth in this Exhibit B, the terms of which are fully incorporated into and made a part of the Agreement. 1. THE SOFTWARE IS COPYRIGHTED AND LICENSED (NOT SOLD). ROUTEMATCH DOES NOT (1) store, install and access the Software, in SELL OR TRANSFER TITLE TO, OR ANY machine readable form, through an internal OWNERSHIP INTEREST IN, THE SOFTWARE, USER network using only computers and software MANUALS, OR OTHER DOCUMENTATION OR which conform to the system requirements set DELIVERABLES TO LICENSEE. LICENSEE'S forth in Exhibit C-2, or access the Software via LICENSE OF THE SOFTWARE WILL NOT the Internet on one server only, but in either COMMENCE UNTIL LICENSEE HAS EXECUTED THIS case only for use by the Authorized Users and AGREEMENT AND AN AUTHORIZED only for the purpose of serving the internal REPRESENTATIVE OF ROUTEMATCH HAS needs of the business of Licensee; RECEIVED, APPROVED AND EXECUTED A COPY OF IT AS EXECUTED BY LICENSEE. (2) In support of Licensee's authorized use of the Software, store the Software's machine- 2. UPDATES AND UPGRADES. readable instructions or data in, transmit it through, and display it on machines associated For purposes of this Agreement, the term "Updates" with computer(s) which conform to the system refers to fixes and minor changes to the Software,which requirements set forth in the Agreement; are indicated by internal, incremental numeric changes smaller than a "1" unit (i.e. release 1.1 to 1.2). So long (3) make one copy of the Software in machine- as Licensee has (a) paid in full the invoiced amount for readable, object code form, for nonproductive the Comprehensive Technical Support & Maintenance backup purposes only, provided that for the then-current year of the Term, and (b) is not RouteMatch's proprietary legend is included; otherwise in breach of or default under the terms of this and Agreement, RouteMatch shall, at no additional charge or fee to Licensee, provide Licensee with all Updates (4) use the Deliverables solely to assist Licensee issued and disseminated by RouteMatch. in its authorized use of the Software. For purposes of this Agreement, the term "Upgrades" (b) The license granted to Licensee under this means and refers to major changes or to a new release Agreement does not grant to Licensee the right to, of the Software, including, without limitation, any new and Licensee acknowledges and agrees that it major release of the Software. Upgrades to the does not have the right to and that it will not: Software are normally indicated by incremental numeric changes as "1" whole unit (i.e. release 1.0 to 2.0). So (1) copy (except as expressly permitted in Section long as Licensee has (a) purchased RouteMatch's 3(a)(3) above), change, disassemble, Premium Technical Support & Maintenance package, decompile, reverse engineer, sublicense, (b) paid in full its annual, billed technical support fee for assign, timeshare, sell, give away, loan, rent, the then-current year of the Term, and (c) is not lease, transfer (electronically or otherwise), otherwise in breach of or default under the terms of this display,disclose, or provide any third party with Agreement, RouteMatch shall, at no additional charge access to or use of, the Software; directly or or fee to Licensee, provide Licensee with all Upgrades indirectly create or attempt to create software issued and disseminated by RouteMatch. that emulates the Software; prepare derivative works of the Software: or separate the 3. SCOPE OF LICENSE RIGHTS; RESTRICTIONS. components of the Software; (a) The Licenses granted to Licensee under this (2) copy or provide any third party with access to Agreement entitle Licensee to use, and Licensee or use of any of the Deliverables without the agrees to use, the Software and Deliverables solely prior written consent of RouteMatch; as set forth in these Sections 3(a)(i) through 3(a)(iv): (3) transfer any of Licensee's rights or obligations Confidential—Do Not Disclose Ex.B—Page 1 of 6 RouteMatch under this Agreement without the express, terms and conditions of this Agreement and with advance, written consent of an officer of RouteMatch's User Manual and any other written RouteMatch, and then only if: (A) Licensee instructions provided by RouteMatch to Licensee, keeps no copies of the Software, Users and in an operating environment in compliance with Manuals, or Deliverables; (B) Licensee the specifications and requirements as set forth in transfers Licensee's entire rights and this Agreement. RouteMatch makes no warranty obligations under this Agreement in or to the that the Software will meet Licensee's requirements Software, Users Manuals, or Deliverables; and, or operate in combinations with other software or (C)the transferee agrees in writing to the terms hardware selected by Licensee, that the operation and conditions of this Agreement, after which of the Software will be uninterrupted or error free, or time Licensee will no longer have the right to that all Software defects will be corrected. use the Software. Any attempted transfer or assignment of any of Licensee's rights or (c) As Licensee's exclusive remedy for any material obligations under this Agreement shall be null nonconformity in the Software for which and void unless it is in full compliance with this RouteMatch is responsible as provided in this Section 3(b)(3); Section 4 and for which RouteMatch is notified in writing within the Warranty Period as set forth (4) remove any proprietary or copyright legend above, RouteMatch shall attempt through from any material contained in or on the reasonable effort to correct or cure any such Software, Users Manuals, or Deliverables; reproducible, material nonconformity by issuing a software patch, a work-around or bypass. In the (5) publish or disclose to any third party any event that RouteMatch does not correct or cure any reports or the results of any benchmark tests such nonconformity after it has made a reasonable run on the Software or its components; or effort to do so, or if RouteMatch determines that it is not economically feasible or reasonable to make (6) use any trademarks, service marks, or logos of such correction, Licensee's exclusive remedy shall RouteMatch. be (i) a reduction in the license fee paid by Licensee for the nonconforming Software in an 4. LIMITED WARRANTY AND LIMITATION OF amount mutually agreed upon in writing signed by WARRANTIES. the Parties; or(ii) if no such amount is agreed to in writing signed by the Parties within thirty (30) days (a) Subject to the conditions and limitations set forth after RouteMatch has notified Licensee in writing herein, RouteMatch warrants for a period of ninety that RouteMatch has not corrected or cured a (90) days immediately following the installation of material nonconformity after having made a the Software (the "Warranty Period") that the reasonable effort to do so,then Licensee shall have Software will substantially conform in all material ten (10) days from the end of the such thirty (30) respects to the specifications set forth in the day period within which to elect, and to notify Agreement, which is attached hereto and RouteMatch in writing of its election, to either incorporated herein, for the version or release level promptly return all copies of the Software, Users of the Software most recently installed for Licensee. Manuals, or Deliverables and obtain a refund of the Subject to the provisions and limitations set forth license fee(s) paid for such nonconformity, or herein, RouteMatch will correct any such accept the Software with such nonconformity and nonconforming Software if Licensee has notified with no reduction in the License Fee(s). Licensee's RouteMatch of such nonconformity in writing within failure to timely make such an election shall be the Warranty Period. RouteMatch shall not be deemed to be an election of the latter option. obligated to correct, cure or otherwise remedy any such nonconformity in the Software if (1) Licensee (d) EXCEPT AS PROVIDED IN SECTION 4(a) has not reported to RouteMatch the existence and THROUGH (c) OF THIS EXHIBIT B, THE nature of such nonconformity within the Warranty SOFTWARE IS LICENSED ON AN "AS IS" BASIS, Period, and (2) such nonconformity cannot be AND ROUTEMATCH DISCLAIMS ANY AND ALL verified. PROMISES, REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE (b) The limited warranty set forth in Section 4(a) above SOFTWARE, USERS MANUALS, AND does not apply to any Software that has been DELIVERABLES, INCLUDING ITS CONDITION, repaired or modified by persons other than ITS CONFORMITY TO ANY REPRESENTATION RouteMatch or its authorized agents, or that has OR DESCRIPTION, THE EXISTENCE OF ANY been installed by Licensee or any of its LATENT OR PATENT DEFECTS, ANY independent contractors other than RouteMatch. NEGLIGENCE, AND ITS MERCHANTABILITY OR The foregoing warranty is conditioned upon the FITNESS FOR A PARTICULAR PURPOSE OR proper use of the Software in accordance with the USE. FOR GREATER CERTAINTY, Confidential—Do Not Disclose Ex.B—Page 2 of 6 RoutcMatch -rm,r- ROUTEMATCH MAKES NO WARRANTY THAT software, algorithms, drawings, analysis, THE SOFTWARE WILL OPERATE WITH ALL compilations, studies, designs, research, notes, APPLICATIONS, UTILITIES OR OTHER MEMORY memoranda, records, development data, sketches RESIDENT PROGRAMS. and other materials prepared by either RouteMatch and its affiliates, or by any person or entity based (e) RouteMatch shall not be responsible for any upon confidential information, and any confidential obsolescence of the Software for any reason. information and trade secrets developed in the Furthermore, RouteMatch assumes no course of the parties' business relationship. The responsibility for the use of superseded, outdated term confidential information shall exclude, and the or uncorrected versions of the Software. provisions of this Agreement shall not apply to, any information or other material (1) which was 5. PROPRIETARY PROTECTION AND available to or known to Licensee prior to the RESTRICTIONS. execution and delivery of a copy of this Agreement without any violation of an obligation of (a) Licensee acknowledges that RouteMatch has spent confidentiality to RouteMatch, (2) which is or a number of years developing the Software, Users becomes publicly available other than through a Manuals, and Deliverables and accordingly agrees breach of this Agreement, or (3) which is or that the Software, Users Manuals, and Deliverables becomes available to the Licensee from a source are the sole property of RouteMatch and contain other than RouteMatch, which source is not under copyrighted, confidential and trade secret an obligation of confidentiality to RouteMatch with information, and that as between RouteMatch and respect to such information or material. Licensee, RouteMatch shall have the sole and exclusive ownership of all right, title and interest in (a) RouteMatch is committed to providing Licensee and to its confidential information (as defined with consistent, high-quality customer support. In below), the Software, the Users Manuals, and the order to help RouteMatch in this endeavor, Deliverables (including ownership of all trade Licensee hereby authorizes RouteMatch to enter secrets and copyrights pertaining to, or contained Licensee's premises during regular business hours, within, any of the foregoing), subject only to the or to connect remotely to Licensee's computers on rights and privileges expressly granted to Licensee which the Software is or is to be installed, in order herein by RouteMatch. Licensee must and will keep to inspect Licensee's computers and Software in the Software, Users Manuals, and Deliverables free any reasonable manner to provide support and to and clear of all claims, liens and encumbrances of verify Licensee's compliance with the terms of this any nature whatsoever. Licensee will keep Agreement. RouteMatch's confidential information, the Software, Users Manuals, and Deliverables in (b) Licensee acknowledges that, in the event of complete confidence, and will take all measures Licensee's breach of any of the provisions of this necessary to protect and maintain the confidential Agreement, RouteMatch will not have an adequate and proprietary character of the confidential remedy in money or damages. RouteMatch shall information, Software, Users Manuals, and therefore be entitled to obtain an injunction against Deliverables. Additionally, Licensee will indemnify such breach from any court of competent and hold RouteMatch harmless from and against all jurisdiction immediately upon request. losses and damages resulting from any RouteMatch's right to obtain injunctive relief shall unauthorized or improper disclosure, dissemination not limit its right to seek further remedies. or use of the confidential information, Software, Users Manuals, or Deliverables as a result, in (c) If a third party claims that the Software Users whole or in part, of Licensee's action or inaction. Manuals, or Deliverables infringe any patent, copyright, trade secret, or any similar intellectual For the purposes of this Agreement, "confidential property right, RouteMatch will defend Licensee information" includes any and all financial, legal, against such claim at RouteMatch's expense and technical, commercial, or other information will pay all damages that a court finally awards, concerning the business and affairs of RouteMatch provided that Licensee promptly notifies or its affiliates, which may include, without RouteMatch in writing of the claim, cooperates fully limitation, any information contained in any with RouteMatch in the defense of any such claims, business plan of RouteMatch or its affiliates, trade and allows RouteMatch to control the defense "know-how,"trade secrets, products, customer lists, thereof and/or any related settlement negotiations. operational methods, marketing plans and If such a claim is made or appears possible, strategies, pricing, product development techniques RouteMatch will, at it option and expense, either: and plans, business acquisition plans, methods of (1) procure for Licensee the right to continue using manufacture, technical processes, designs and the Software Users Manuals, and/or Deliverables; design projects, inventions and research programs, (2) replace or modify the Software Users Manuals, Confidential—Do Not Disclose Ex.B—Page 3 of 6 RouteMatch k¢ttcU.> or Deliverables so that it becomes non-infringing; monitoring systems or devices, 911 or E911, or or, (3) if it is not possible or in RouteMatch's sole other emergency numbers or services. discretion is not economically feasible for RouteMatch to so procure such right or so replace (d) Licensee shall comply with all federal, state, and or modify the Software, require the return of the local laws, treaties, rules, regulations, and Software and upon such return repay to Licensee ordinances applicable to the Cellular Data, the unused portion of the applicable license fee including, without limitation, (1) all Federal amortized over a five (5) year period from the Communications Commission rules and Effective Date and any annual technical support regulations, (2) all privacy and security fees paid by Licensee for the remainder of the then requirements, including those, if applicable, current Term for such technical support services. pertaining to medical devices or location-based However, RouteMatch shall have no obligation for services, and (3) all consumer protection rules and any claim based on Licensee's modification of the regulations. Software Users Manuals, or Deliverables or their combination, operation or use with any product, (e) Wireless service and the Cellular Data use radio data or apparatus not specified or provided by technologies and are subject to transmission and RouteMatch. THIS PARAGRAPH STATES service area limitations, interruptions and dropped ROUTEMATCH'S ENTIRE OBLIGATION TO calls caused by atmospheric, topographical or LICENSEE WITH RESPECT TO ANY CLAIM OF environmental conditions, cell site availability, INFRINGEMENT. performance of devices using the software, governmental regulations, system limitations, 6. USE OF CELLULAR DATA maintenance or other conditions or activities affecting wireless service and Cellular Data (a) Licensee shall not use the Cellular Data for remote operation. Wireless service and Cellular Data medical monitoring without RouteMatch's prior, and/or features may not be available in all areas. express written consent. Wireless service and Cellular Data is only available within the applicable calling plan coverage area and (b) None of the devices using the Cellular Data may be within the operating range of the wireless systems. permanently located in a roaming area of the Cellular Data provider. (f) Licensee shall obtain RouteMatch's prior, express written consent before Licensee may install, deploy, (c) RouteMatch and its affiliates, officers, directors, or use any regeneration equipment or similar employees, and other personnel (collectively, the mechanism (e.g. a repeater) to originate, amplify, "RouteMatch Parties") will have no liability to enhance, retransmit, or regenerate wireless service Licensee: or the Cellular Data. RouteMatch may terminate Licensee's lines or this Agreement if Licensee (1) For any causes of action, losses, or damages violates this subsection. Additionally, RouteMatch of any kind whatsoever arising out of (A) may suspend or terminate Cellular Data service to mistakes, omissions, interruptions, errors, or affected lines if Licensee uses the Cellular Data or defects in furnishing wireless service, (B) devices using the Cellular Data: (1) in an illegal or failures or defects in the underlying Cellular unauthorized manner (including, without limitation, Data provider's network or systems, or (C) "spamming"or other abusive messaging); (2) in any disabling of equipment pursuant to Section 7(a) manner that has an adverse impact on the network, of the Agreement; operations, or customers of (A) the underlying Cellular Data provider, or(B)RouteMatch. (2) For any injury to persons or property, losses (including any loss of business), damages, (g) Any failure of the wireless service or Cellular Data claims, or demands of any kind or nature, hereunder shall be excused if caused by any force including, without limitation, use or inability to majeure event (including, without limitation, any use the Cellular Data, reliance by Licensee on severe weather condition, fire, earthquake, riot, any data provided or obtained through use of war, or insurrection) or by failure of a third party the Cellular Data, any interruption, defect, wireless or telecommunications provider serving a error, virus, or delay in operation or particular area, power failure, national emergency, transmission, any failure to transmit or any loss strike,or other labor disturbance. of data arising out of or in connection with this schedule. In no event shall RouteMatch or any (h) LICENSEE EXPRESSLY UNDERSTANDS AND RouteMatch Party be liable for losses, AGREES THAT IT HAS NO CONTRACTUAL damages, claims, or expenses of any kind RELATIONSHIP WHATSOEVER WITH THE arising out of the use or attempted use of, or UNDERLYING WIRELESS SERVICE PROVIDER the inability to access, life support or OR ITS AFFILIATES OR CONTRACTORS AND Confidential—Do Not Disclose Ex.B—Page 4 of 6 RouteMatch mat THAT LICENSEE IS NOT A THIRD PARTY any twelve (12) month period; or (ii) within thirty BENEFICIARY OF ANY AGREEMENT BETWEEN (30) days after its receipt of written notice of any ROUTEMATCH AND THE UNDERLYING breach of any term or condition of this Agreement WIRELESS SERVICE PROVIDER. IN ADDITION, other than the payment or nonpayment of monies ROUTEMATCH ACKNOWLEDGES AND AGREES owed. THAT THE UNDERLYING WIRELESS SERVICE PROVIDER AND ITS AFFILIATES AND (b) Upon the termination of this Agreement for any CONTRACTORS SHALL HAVE NO LEGAL, reason, Licensee shall promptly pay to RouteMatch EQUITABLE, OR OTHER LIABILITY OF ANY KIND all then due and outstanding amounts owed by TO LICENSEE AND LICENSEE HEREBY WAIVES Licensee to RouteMatch under this Agreement, and ANY AND ALL CLAIMS OR DEMANDS all rights granted to Licensee will terminate and THEREFOR. revert to RouteMatch. Promptly upon termination of this Agreement, for any reason or upon 7. FEES AND REIMBURSEMENT OF EXPENSES. discontinuance or abandonment of Licensee's possession or use of the Software, Licensee shall Licensee shall pay to RouteMatch those fees and return or destroy, as requested by RouteMatch, all reimburse RouteMatch for those expenses as and when copies of the Software, Users Manuals, and set forth in the Agreement. In the event that there is no Deliverables in the possession, custody or control due date set forth in the Agreement, all invoices will be of Licensee and all other materials pertaining to the due and owing within thirty (30) days of the date of the Software (including all copies thereof). Licensee invoice. In the event that Licensee fails to pay any agrees to and shall certify to RouteMatch in writing amounts owed to RouteMatch hereunder on or before and under oath Licensee's compliance with all of the due date therefore, all unpaid amounts will accrue the terms and conditions of this Section 7(b) interest at the rate of one and a half percent (1.5%) per promptly upon RouteMatch's request for the same. month thereafter until paid, and Licensee shall reimburse RouteMatch for all costs and reasonable 9. LIMITATION OF LIABILITY. attorneys fees incurred by RouteMatch by reason thereof. (a) EXCEPT FOR ANY LIABILITY ARISING UNDER SECTION 5(c) ABOVE, THE CUMULATIVE All fees and charges are exclusive of all taxes. Except LIABILITY OF ROUTEMATCH TO LICENSEE FOR and to the extent that Licensee has tax exempt status ALL CLAIMS RELATING TO THE SOFTWARE and is not subject to the payment of taxes, Licensee is AND THIS AGREEMENT, INCLUDING ANY solely responsible for payment of any and all taxes, CAUSE OF ACTION SOUNDING IN CONTRACT, including sales or use taxes, intangible taxes, and TORT OR STRICT LIABILITY, SHALL NOT property taxes resulting from Licensee's purchase or EXCEED THE TOTAL AMOUNT OF ALL LICENSE acceptance of the license granted herein, Licensee's FEES PAID TO ROUTEMATCH HEREUNDER. possession and use of the Software, or from any of the THIS LIMITATION OF LIABILITY IS INTENDED TO services that RouteMatch may provide to Licensee APPLY WITHOUT REGARD TO WHETHER under and pursuant to this Agreement, exclusive of OTHER PROVISIONS OF THIS AGREEMENT taxes based on RouteMatch's income. If Licensee is HAVE BEEN BREACHED OR HAVE PROVEN exempt from the obligation to pay taxes Licensee shall INEFFECTIVE. ROUTEMATCH SHALL HAVE NO provide RouteMatch with evidence of such tax exempt LIABILITY FOR LOSS OF DATA OR status as reasonably required by RouteMatch. DOCUMENTATION, IT BEING UNDERSTOOD THAT LICENSEE IS RESPONSIBLE FOR 8. TERMINATION. REASONABLE BACKUP PRECAUTIONS. (a) Notwithstanding any provision of this Agreement to (b) IN NO EVENT SHALL ROUTEMATCH BE LIABLE the contrary, either Party may terminate this FOR ANY LOSS OF PROFITS; ANY INCIDENTAL, Agreement and all licenses granted to Licensee SPECIAL, EXEMPLARY, LIQUIDATED, OR under this Agreement upon written notice to the CONSEQUENTIAL DAMAGES; OR ANY CLAIMS other Party(the"Breaching Party") in the event of a OR DEMANDS BROUGHT AGAINST LICENSEE, breach of any of the terms or conditions of this EVEN IF ROUTEMATCH HAS BEEN ADVISED OF Agreement by such Breaching Party that is not THE POSSIBILITY OF SUCH CLAIMS OR cured by such Breaching Party as follows: (i)within DEMANDS. THIS LIMITATION UPON DAMAGES ten (10)days after its receipt of written notice of any AND CLAIMS IS INTENDED TO APPLY WITHOUT breach with respect to the payment or nonpayment REGARD TO WHETHER OTHER PROVISIONS of any fees or other monies that are due and owing OF THIS AGREEMENT HAVE BEEN BREACHED under and pursuant to this Agreement; provided OR HAVE PROVEN INEFFECTIVE. however, that a Breaching Party shall have the right to cure any such monetary breach only once within Confidential—Do Not Disclose Ex.B—Page 5 of 6 RouteMatch kf,iz 10. COSTS OF LITIGATION. Except as otherwise expressly provided herein, the representations, warranties, covenants and agreements If any action is brought by either Party to this Agreement contained in this Agreement are for the sole benefit of against the other Party regarding the subject matter the Parties and their respective successors and hereof, the prevailing Party shall be entitled to recover, permitted assigns, and they shall not be construed as in addition to any other relief granted, reasonable conferring any rights on any other persons. attorneys fees and expenses of litigation. 11. EXPORT AND GOVERNMENT USE RESTRICTIONS. Licensee agrees that it will not export or re-export the Software, any part thereof, to any country, person or entity subject to United States export restrictions. Furthermore, Licensee agrees to comply with all of the export and re-export restrictions and regulations imposed by the governments of the United States and/or any country to which the Software is shipped. Use, duplication or disclosure by the government is subject to restrictions as set forth in DFARS 252.227- 7013 or the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19. The terms of this Section shall survive the termination or expiration of this Agreement. 12. INCORPORATION OF OTHER SOFTWARE. The Software may incorporate material or components which are owned by third parties and which are used by agreement between RouteMatch and such third parties. Licensee acknowledges and agrees that any third party owner of such materials or components is a direct and intended third party beneficiary of this Agreement who may enforce this Agreement directly against Licensee. 13. ASSIGNMENT. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. Except as otherwise expressly provided herein, this Agreement may not be assigned by Licensee without RouteMatch's prior written consent. 14. SEVERABILITY. Should any one or more of the provisions of this Agreement be determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be adversely affected or impaired thereby, and the Parties hereby agree that the invalid, illegal or unenforceable provisions will automatically (and without further action by either Party) be replaced with valid provisions the economic effect of which comes as close as practicable to that of the unenforceable provisions. 15. NO THIRD PARTY RIGHTS. Confidential—Do Not Disclose Ex.B—Page 6 of 6 41 RouteMatch kd�aan EXHIBIT C-1 TO SOFTWARE LICENSE AND SERVICES AGREEMENT BETWEEN ROUTEMATCH SOFTWARE, INC.AND LICENSEE Product Description The following is a description of the all features and functionalities included in your RouteMatch DemandTM license and deliverable under the Agreement: Customers—The RouteMatch Demand TM Customers function allows authorized users to view, add, edit, delete, and search (by last name, full name, customer id, social security number or phone number) for customer data. User permissions described in Settings below control the ability to edit existing customers and/or add new ones. Each customer record consists of the following required information: first/last name, address, associated service, and Mobility Type. Each customer record may also include the following optional information: mailing address, primary phone and extension; secondary phone and extension; social security number; internal ID; birthday; indication of whether elderly; language; email address; comments; load and unload times; indication of whether attendant is required for trips and their mobility type;and indication of whether customer is currently active. Each customer record has a viewable audit log that displays the date, time and logged in user who performed all edits, insertions and deletions associated with the customer record. Each customer record may contain up to 10 user defined custom fields. Authorized users are also allowed to view a list of all customers; refresh the Customers function display in case of modifications; view requested, scheduled, and verified trip information by date, along with the ability to search for customer names and navigate directly to the highlighted trip in the RouteMatch DemandTM Scheduling function; and print detailed customer information, including last modified date; print date; customer's name, address, phone, email address, social security, Internal ID, birthday, language, race, mobility, attendant required, and currently active (yes/no);and comments Authorized users are also allowed to manage additional customer information as follows: • Billing Information - the RouteMatch DemandTM Customer Billing Information function allows authorized users to view, add, edit, or delete data for one or more funding source. The following data elements are required:funding source name and expiration date;Trip Accounting Type, including indications for flat fee or per vehicle mile charge, with amounts for individual, shared revenue or shared service; indication of per vehicle hour charge, with amounts for individual, shared revenue or shared service. Each Customer Billing Information record may also include the following optional information: agency requirements or comments; number of trips allowed per day, month,week, or year;trip purpose; and indication of whether the customer will pay. One funding source may be designated as the default for new trip records. • Eligibility - the RouteMatch DemandTM Eligibility function allows authorized users to view, add, edit, or delete data for one or more eligibility Programs. The Customer's ID and name are displayed for each eligibility record. The following data elements may also be specified: program ID; Program Name; indication of whether the eligibility status is permanent; application/Certification information, including Verification Sent Date; Renewal Date; Certification Date; Certification Expiration Date;Application Received Date;Verification Received Date; Registration Date, Certification Rejection Date; User definable Eligibility Type (e.g. Full, Conditional, Temporary), Eligibility Conditions and comments. For Conditional eligibility a setting is provided to require an authorized supervisory override be entered to allow booking a trip for a customer whose eligibility is conditional. All trips booked with a funding source specified as conditionally eligible must have one of the assigned conditions selected before saving the trip. • Emergency Contact -the RouteMatch Demand TM Emergency Contact function allows authorized users to view, add, edit, or delete information about one or more emergency contacts for a customer. The following data elements are required for each Emergency Contact record: first/last name; relationship; and telephone number and extension. Comments may also be included with each record. Confidential—Do Not Disclose Ex.C-1-Page 1 of 19 RouteMatch • Customer Service Needs -the RouteMatch Demand TM Customer service Needs function allows authorized users to view, add, edit, or delete information about one or more service needs for a customer. The Customer's ID and name are displayed for each Customer service record. The following data elements are required: service need; and indication of whether service is permanent. Comments may also be included with each record. • Customer Medical - the RouteMatch DemandTM Customer Medical function allows authorized users to view, add, edit, or delete information about one or more medical needs for a customer. The Customer's ID and name are displayed for each Customer Medical record. The Medical Type is required. Doctor's first/last name and phone number,and comments may also be included with each record. • Customer Disability - the RouteMatch DemandTM Customer Disability function allows authorized users to view, add, edit, or delete information about one or more service needs for a customer. The Customer's ID and name are displayed for each Customer Disability record. The following data elements are required: Disability Type; and indication of whether the disability is permanent. Comments may also be included with each record. • Travel Restrictions — the RouteMatch Demand TM Travel Restrictions function allows entry of free form notes that are displayed in pop-up dialog each time a new trip is booked for the specified customer. Optionally the travel restriction pop-up dialog can be set to require an authorized supervisory override to allow the trip to be booked(override permissions are configured in Settings described below). • Favorite Addresses/Trips — the RouteMatch DemandTM Favorite Addresses and Favorite Trips functions allow the pre-assignment of up to 9 categorized addresses and up to nine categorized pre-defined trips (selected from the customer's trip history). These favorite addresses and trips are available in the trips function to expedite trip booking and via the optional Interactive Voice Response(IVR)system. • Suspensions — The RouteMatch Demand TM Suspensions Function allows authorized users the ability to create, edit and delete suspensions of customers' ability to book trips under selected or all services. Entry of a suspension deletes all previously scheduled trips (both standing orders and demand response) during the suspension period. Each suspension must have a selected suspension reason (suspension reasons are user configurable in settings), a suspension start and end date and selected service (or all services). Optionally each suspension may also have a grace period and additional remarks. • Certification (optional license)—The RouteMatch DemandTM Certification module allows authorized users to maintain a record of eligibility certification events which include: Certification Requested Date,Application Mailed Date, Application Received Date, Assessment Date, Appeal Received Date, Appeal Hearing Date, Approval Date, Renewal Date, Renewal Reminder Sent Date, Expiration Date, Letter Code, Eligibility Code, ID Card Printed (Yes/No),Alternate Letter Format, Certification Status (e.g. Pending, Certified, Disapproved, etc.) and Appeal Decision information. Additionally, authorized users can record the answers to a series of user defined certification questions. Authorized users can add, edit and delete notes associated with each customer's certification process. Notes are tagged with date and user created and date and user last modified. Vehicles — The RouteMatch DemandTM Vehicles function allows authorized users to view, add, edit, delete, and search for vehicle data. Each vehicle record consists of the following required information: internal Vehicle ID; vehicle type; associated service; and total capacity. Each vehicle record may also include the following optional information: VIN number; License Plate/State; vehicle ID, including make, model, color, and year; cost tracking information, including Operator cost/mile and Pullout cost; the seating class (as described in Settings below, e.g. various combinations of wheelchair and ambulatory capacities as allowed by fixed and flip seats); designation of whether or not vehicle shall adhere to First In Last Out(FILO)wheelchair loading; indication of vehicle capabilities(as described in Settings below, e.g. whether there are low floors, car seats, etc.); indication of whether the vehicle is available, including the date and time; and values for Default Garage Stops, including garage pull-in time, garage pull-out time, pull-out address, and pull-in address. Authorized users are also allowed to view a list of all vehicles; refresh the Vehicles function display in case of modifications; copy data from an existing vehicle to facilitate adding a new vehicle; and print detailed vehicle data, Confidential—Do Not Disclose Ex.C-1-Page 2 of 19 41 Route Match 2rc;ttrxrz including Internal ID, service name, vehicle's description, type, and VIN; set seating class; set capabilities; set FILO wheelchair loading; set vehicle availability on or off, and automatically unscheduled all trips, breaks, and runs if necessary; pullout cost; available time; pullout address; and return address.When optionally connected to a licensed mobile data system allows assignment of Mobile Data Computers(MDC) installed in the specified vehicle. Drivers—The RouteMatch DemandTM Drivers function allows authorized users to view, add, edit, delete, and search for driver data. Each driver record is required to include the first/last name and address. Each driver record may also include the following optional information: phone number and extension; social security number; internal ID; License number; state; hire date;termination date; comments; information about the weekly schedule, including availability by day of week, start time, end time, and comments; and emergency contact information, including first/last name, phone number and extension, relationship, and comments, driver characteristics and vehicle preference to be used in driver to vehicle scheduling functions. Optionally display and maintain data in up to 10 user definable custom fields. When optionally connected to a licensed mobile data system allows designation of drivers' login names and passwords to be used with Mobile Data Computers(MDC). Authorized users are also allowed to view a list of all drivers; refresh the Drivers function display in case of modifications; and print detailed driver data, including the Last Modified date; print date; driver information including name, phone number, internal ID, License number; state; hire date; termination date; comments; information about the weekly schedule, including availability by day of week, start time, end time, and comments; and emergency contact information, including phone number, relationship,and comments. Trips- The RouteMatch DemandTM Trips function allows authorized users to view, add, edit, delete, and search for customer trip request data by date and: customer last name, customer full name, trip confirmation number, social security number and customer ID. Each trip request record consists of the following required information: assigned service, pickup location; drop-off location;funding source; selected conditions (if specified in customer record);timing preference (pickup or drop-off); requested time(s); estimated load/unload times; mobility type; number of attendants and attendant mobility type, number of guests and guest mobility type and car seats. Each trip request record may also include the following optional information: trip type, trip purpose, billing category, comments; trip denial status; vehicle affinity (if defined); and indication of whether the trip recurs on other weekdays (a "standing order"), and it's effective and until dates. The following trip information is displayed based on addresses selected for pick-up and/or drop-off: pick-up address comments, drop-off address comments, all fixed route bus routes within Y. miles of the specified address(if optional fixed route display module is licensed). Expected customer pay amounts based on user specified rules are displayed for each trip record after saving. Authorized users are also allowed to view a list of all customers and their trip requests by date; refresh the Trips function display in case of modifications; copy data from an existing trip record to facilitate adding of a new trip request; specify a new trip request as the return trip of an existing trip request record; cancel a trip request for current day only; delete trip request for current day only; delete trip request record for all applicable days of a standing order; and view requested, scheduled, and verified trip information by date, along with the ability to search for customer names and navigate directly to the highlighted trip in the RouteMatch DemandTM Scheduling function. Authorized users may navigate directly to the associated customer record. Trip addresses may be specified by one of the following methods: search by street address,common name, city, state or zip, county; or direct selection from favorite addresses. When address searches result in no matches authorized users may ender new addresses and geo-code them. Complete trips (or only pick-up and drop-off addresses) may be selected from lists of favorite trips or the customer's most recent trips (from their trip history). Each trip record has a viewable audit log that displays the date, time and logged in user who performed all edits, insertions and deletions associated with the trip record. Each trip record may contain up to 10 user defined custom fields. Users are able to view the trip's pick-up and drop-off location on the map. For systems with an optionally licensed RouteMatch DemandTM Fixed Route Display module: any trip specified as requiring proximity to a fixed route as defined in the assigned service requires that 2 conditions be met: (1)that both the pick-up and drop-off address lie within a user definable corridor(typically Y. miles) around a fixed route, and (2) that the requested pick-up time (and drop off time if specified) be within the time frame of at least one of the fixed routes which the trip lies within on selected day of the trip. If these conditions are not met, a dialog box is displayed informing the user of the un-met requirement(s)and preventing saving of the trip unless an authorized user enters the proper credentials to override the requirement. Confidential—Do Not Disclose Ex.C-1-Page 3 of 19 RouteMatch xg,,,,IT Users are able to schedule selected trips from the scheduling function using either show recommendations or optionally negotiate trip time. Negotiation features are optionally configured under services and maintain a separate copy of initial requested trip times and their final negotiated times. Scheduling - The RouteMatch DemandTM Scheduling function allows authorized users to manage vehicles' schedules. Functionality is centered around five main sub-functions: • Manage Scheduled Trips — authorized users are allowed to manually schedule a run to a vehicle for a given date, for the current day only or for the current weekday forward; search for a scheduled trip by last name, customer ID, trip confirmation number or address; search for run or vehicle by name; un-schedule a run from a vehicle for the current day only, or for the current weekday forward; modify run properties, including the service, name, start time, or end time; manually schedule one or more trips to a vehicle for the current day only, the current weekday forward, or for all applicable days (for standing orders); freeze one or more trips for the current day only, the current weekday forward, or for all applicable days (for standing orders); un-schedule one or more trips to a vehicle for the current day only, the current weekday forward, or for all applicable days (for standing orders); move one or more trips to a different vehicle; commit the schedule for one or more vehicles for this weekday forward or for all applicable days; cancel a trip for the current day only; delete a trip for the current day only or for all applicable days forward (for standing orders); search for all trips by specified denial status and optionally change all such trips' denial status; navigate directly to the RouteMatch Demand TM Trips management function; or display customer and trip details including name, telephone, funding source, mobility type, service, pickup and drop-off addresses, requested time,early time, late time, attendants, guests, and load and unload times. • Manage Unscheduled Runs- authorized users are allowed to add a new run to a service; search for a trip by last name, customer ID, trip confirmation number or address; search for run by name; manually schedule one or more unscheduled trips to a run for the current day only or for this weekday forward; un-schedule one or more scheduled trips from a run for the current day only or for this weekday forward; display all trips scheduled to a run; shift run and all trip times backward or forward a specified number of minutes; delete a run for the current day only or for this weekday forward; display run properties; or display unscheduled customer and trip details including name, telephone,funding source, mobility type, service, pickup and drop- off addresses, requested time, early time, late time,attendants, guests,and load and unload times. • Manage Unscheduled Trips—authorized users are allowed to group unscheduled trips by: billing category, drop-off address type,drop-off city, drop-off common name, drop-off zip code,drop-off zone,funding source, mobility type, pick-up address type, pick-up city, pick-up common name, pick-up zip code, pick-up zone, requested hour, service, timing preference, trip denial status, trip purpose, trip recurrence, trip type; manually schedule one or more trips to a run; manually schedule one or more trips to a vehicle; search for a trip by last name, customer ID, trip confirmation number or address; cancel a trip for the current day only; delete a trip for the current day only; delete a trip for all applicable days (of a standing order); display trip request and customer including name, telephone,funding source, mobility type, service, pickup and drop-off addresses, requested time, early time, late time, attendants,guests, and load and unload times.; or navigate directly to the Trips management function. • Manage Geographic Data—authorized users are allowed to view a graphical map of the provider's service region; zoom in on specific areas for greater resolution of map details;zoom out of specific areas; manually move the map image in any direction as desired; view detailed properties of any image element of the map; request that the map be displayed in"full extents"default mode; • Optimize Schedules — RouteMatch DemandTM provides authorized users with the following functions related to automatically optimizing vehicle's schedules for a given day: o Run RouteMatch Scheduling Engine1"" — authorized users are allowed to automatically generate schedules for one or all of the selected grouping listed in "Manage Unscheduled Trips" above, one or more vehicles, and/or one or more runs. Options available for optimization include the ability to optimize currently scheduled trip times; remove current schedule and re-optimize; insert unscheduled trips where possible. Advanced user options include the ability to request any combination of the following: keep Confidential—Do Not Disclose Ex.C-1-Page 4 of 19 RouteMatch karwv.- scheduled trips on same vehicles; keep scheduled trips at same time; attempt to insert unscheduled trips;allow trips on any service; only schedule trips on runs;and schedule trips around runs. o Show Recommendations—authorized users are allowed,for a selected unscheduled or scheduled trip or trips, to request a list of available vehicles for that trip, sorted by impact; search the resulting list for a vehicle by name; display trip scheduling properties, including customer name, trip type, pickup address, drop-off address, requested time, load/unload times, mobility type, attendants, service, and funding source; and schedule the trip onto a recommended vehicle for the current day only, for the current weekday only, or for all applicable days(for a standing order) o Show Vehicle Capacity - authorized users are allowed, for a selected vehicle, to request whether sufficient capacity exists for trips scheduled to it o View Summary Statistics—authorized users are allowed to view and print statistics from all schedule optimizations for the selected date performed on the current workstation, including available vehicles, used vehicles, available trips, scheduled trips, unscheduled trips, service hours, total hours, service miles, total miles, batch efficiency, warnings, errors, and batch run time in seconds. Also, statistics for each vehicle include the run ID, service description, vehicle ID, first pickup time, last drop-off time, break minutes, vehicle service hours, vehicle total hours, vehicle service miles, vehicle total miles, vehicle trips,and vehicle efficiency. o View Unscheduled Trip Statistics - authorized users are allowed to view and print, from all schedule optimizations for the selected date performed on the current workstation or Show Recommendations request, descriptive explanations of any trips that could not be scheduled, and descriptive explanations of any errors or warning messages. In addition to these sub-functions, the RouteMatch DemandTM Scheduling function allows authorized users to refresh the display in case of data modifications; create a new run; create a new Break on a vehicle; post selected unscheduled trips or vehicles to dispatching and lock(if manual posting configured); if connected to an optionally licensed and installed IVR system, post trips for IVR call-out; connected to an optionally licensed and installed IVR system, print a report of all IVR call-outs and their status; view requested, scheduled, and verified trip information by date, along with the ability to search for customer names and navigate directly to the highlighted trip in the RouteMatch Demand TM Scheduling function; request that the geographic map be displayed along with the scheduled trips, unscheduled trips,and unscheduled runs data; request to show or hide scheduled trips; request to show or hide unscheduled trips; request to showed unscheduled runs; request to display Route lines for vehicles or runs on the geographic map; request to refresh the scheduled route based on modifications; request to auto-zoom the geographic map display; print the contents of the geographic map displayed; for a specified vehicle, print unscheduled trip data sorted by stop time, including the date, vehicle ID, and agency name in the header, and for each trip,the stop time,customer name,address,telephone, and mobility type;for a specified service, print all unscheduled trips sorted by stop time, including the date, service, and agency name, and for each unscheduled trip, include the stop type, stop time, customer name,address,telephone, and mobility type; and print all Will Call trips sorted by stop time, including the date and agency name, and for each Will Call trip, include the stop time, customer name, address, telephone, and mobility type; display or hide a legend of all scheduling function icons. Dispatching — RouteMatch DemandTm Dispatching function allows authorized users to track all information regarding trips performed by date and vehicle or run. Authorized users may search for trip-stops by: last name, full name, trip confirmation#, social security number, phone number, customer ID and address. Additionally users may search for runs or vehicles by name. For each trip-stop users are able to: enter current system time; enter actual performed time; enter odometer; record # of attendants/guests and their mobility time, change address; enter fare collected, enter additional charge; check completed; set indications for cancel, late, no show, verbal abuse, physical abuse, service refusal, and service animal; and enter/set values for any trip user defined custom fields. Users are able to create, select and delete customized dispatch data-views. For each data view authorized users may: • Display, set display order, indicate whether visible, and/or indicate whether editable, the values in the Dispatch Fields list, including:Confirmation#; Customer Name; Completed; Stop Time; Stop Odometer; Stop Address; Attendants; Guests; Customer Payment; Additional Charge; Total Trip Cost; No Show; Confidential—Do Not Disclose Ex.C-1-Page 5 of 19 Routes latch e„fux Cancellation;Verbal Abuse; Physical Abuse; Service Refusal; Lateness;Trip Purpose; Fare Type; Customer Comments; Driver Comments; Service; Trip Type; Mobility Type; Billing Category; Est Trip Distance; Request Time; Stop County; WillCall; Trip Isolation; Trip Comments; Trip Distance; Stop Arrive Time; Customer Phone; Stop Address Type; Stop Common Name; Stop City; Stop Zip; Stop Zone; Stop State; Noshow Reason; Fundingsource; Override; How Cost Computed; Expected CustomerPay; CustomerPay Calculating Method; CustomerPay Billingrule Name; Service Animal; Cost RBE rule Name;Actual Expected CustomerPay; How Actual Expected CustomerPay Computed; Actual Customerpay RBE rule Name; Customer SSN ; Customer Internal ID ; Denial Status;Attendant Mobility; Guest Mobility and any trip custom fields. • Set data view filters to display trips based on criteria relating to the values in the Dispatch Fields list including: Confirmation#; Customer Name; Completed; Stop Time; Stop Odometer; Stop Address; Attendants; Guests; Customer Payment; Additional Charge; Total Trip Cost; No Show; Cancellation; Verbal Abuse; Physical Abuse; Service Refusal; Lateness; Trip Purpose; Fare Type; Customer Comments; Driver Comments; Service; Trip Type; Mobility Type; Billing Category; Est Trip Distance; Request Time; Stop County; WillCall; Trip Isolation; Trip Comments; Trip Distance; Stop Arrive Time; Customer Phone; Stop Address Type; Stop Common Name; Stop City; Stop Zip; Stop Zone; Stop State; Noshow Reason; Fundingsource; Override; How Cost Computed; Expected CustomerPay; CustomerPay Calculating Method; CustomerPay Billingrule Name; Service Animal; Cost RBE rule Name; Actual Expected CustomerPay; How Actual Expected CustomerPay Computed;Actual Customerpay RBE rule Name; Customer SSN ; Customer Internal ID ; Denial Status;Attendant Mobility; Guest Mobility and any trip custom fields. • Chang formatting of certain trip-stops including background color, bolding, italicizing and flashing the data view tab based on criteria relating to the values in the Dispatch Fields list including: Confirmation#; Customer Name; Completed; Stop Time; Stop Odometer; Stop Address; Attendants; Guests; Customer Payment; Additional Charge; Total Trip Cost; No Show; Cancellation; Verbal Abuse; Physical Abuse; Service Refusal; Lateness; Trip Purpose; Fare Type; Customer Comments; Driver Comments; Service; Trip Type; Mobility Type; Billing Category; Est Trip Distance; Request Time; Stop County;WillCall;Trip Isolation; Trip Comments; Trip Distance; Stop Arrive Time; Customer Phone; Stop Address Type; Stop Common Name; Stop City; Stop Zip; Stop Zone; Stop State; Noshow Reason; Fundingsource; Override; How Cost Computed; Expected CustomerPay; CustomerPay Calculating Method; CustomerPay Billingrule Name; Service Animal; Cost RBE rule Name; Actual Expected CustomerPay; How Actual Expected CustomerPay Computed; Actual Customerpay RBE rule Name; Customer SSN ; Customer Internal ID ; Denial Status; Attendant Mobility; Guest Mobility and any trip custom fields. Functionality in the dispatch module allows users to: save modified values; refresh data in the view for all day, 2,4, 6 or 8 hours; delete a trip; create a new trip; manage runs including: create a new run, change run to vehicle assignment, modify run time and modify vehicle pull-in/pull-out time; view trips by trip or stop; turn auto-refresh on or off; reset the auto-refresh timer; display an ETA legend;show date along with stop times(for trips spanning midnight); re-calculate expected customer pay amounts. For each data view functionality is provided to: re-assign trips to different runs and/or vehicles; re-assign runs to different vehicles; show recommendations(scheduling function);view customer's trip history; show selected trip in trips; create a new break; move an existing break to a different vehicle; save data view grid layout; modify data view properties; show/hide column group-by box; expand or collapse all groupings; manage ETA display including:turn ETA on/off, show ETA status column, accept all ETA changes, accept only your ETA changes, reject all ETA changes; set the grid's layout save settings to: always maintain, maintain only when view is visible, and never maintain; and print the displayed data view grid. When connected to an optionally installed and licensed mobile data system additional functionality is provided to: send free-form text messages to one or multiple vehicles; view all messages received from vehicles and the mobile data server; resend, synchronize, or initialize MDC trips; find closest vehicle to a selected stop, additionally stop times, odometer readings and stop status are updated in real time via the mobile data system. The dispatch map display shows on the GIS map the location of selected stops, scheduled routes of selected vehicles and if connected to an optionally installed and licensed mobile data system allows: selection of vehicles to be displayed on map; displays current vehicle location; actual vehicle route; current speed and direction of selected vehicles;and status of each vehicle stop. Confidential—Do Not Disclose Ex.C-1-Page 6 of 19 et RouteMatch Verification - RouteMatch Demand TM Trip verification function allows authorized users to enter (or if optionally connected to a licensed mobile data system, verify) all information to validate trips made by customers by date and vehicle or run. For each vehicle/run specified, authorized users are allowed to enter run start time and odometer,first pickup and odometer, last drop-off and odometer, run end time, driver, and run charge amount. Additional functions are available, including display all trips for the selected date; display trips matching conditions in a user definable filter; request to display trip information in stop time or pickup time order; search for trips by customer name; change column order of trip verification fields; save run data with or without validation; calculate trip costs by run or by date range; reassign one or more trips from one vehicle to another; reassign run from one vehicle to another; set funding source and/or billing override for the run; specify additional charges for the run; create a new trip to be added to the run/vehicle; view, add, modify, or delete breaks on the vehicle, specifying the start time, end time, start odometer and end odometer; add all necessary data for a new trip, including the following required information: customer name, pickup and drop-off addresses, funding source, attendants, guests, and mobility type, and the following optional information: trip purpose, trip type, billing category, fare type, customer comments, driver comments, pickup and drop-off time, start and end odometer, Farebox collected, additional charge, and indications for late, no show, verbal abuse, physical abuse, service refusal, and service animal; view requested, scheduled, and verified trip information by date, along with the ability to search for trips by last name, full name, trip confirmation number, social security number, customer phone number, customer ID, or address and navigate directly to the highlighted trip in the RouteMatch DemandTM Trip function; print all runs by date, including the vehicle's name, run name(s), start date and time, end date and time, and whether the run has been verified; toggle the stop date on and off(for trips spanning midnight). Funding Sources - The RouteMatch DemandTM Funding Source function allows authorized users to view, add, modify, and delete funding sources. Each funding source record consists of the following data elements: name; internal agency ID; indications for billing no-shows, attendants, and/or guests; designation of customer's associated eligibility ID as optional, required or disallowed; primary contact information, consisting of first / last name, phone number and extension, and fax number; and funding source address. Authorized users are also allowed to specify the date of the funding source insertion, deletion or modification; view all funding sources in a common list; display specified funding source properties; merge all trips from one funding source to another; refresh the funding source function display in case of modifications to data;and search for a funding source by name. Billing—The RouteMatch DemandTM Billing function allows authorized users to manage billing rules used throughout the system to: calculate expected customer pay amounts, calculate trip costs and calculate run-level charges including the ability to generate new billing rules for trips or runs; save modifications to existing billing rules; delete selected billing rules; refresh the billing function list of billing rules in case of modifications and manage global billing rule values. Each billing rule consists of the following elements: name; description; group; applicability(trips or runs); computation; start date; expected customer pay amount; how expected customer pay amount is computed; cost computation method; cost computation parameters and values; billing rule criteria and values and selected billing rates. Addresses-The RouteMatch DemandTM Addresses function allows authorized users to manage the addresses used throughout the system, including the ability to search for addresses by common name; address type, address 1 field, address 2 field, city, state, zip; and/or geocode status clear any existing search criteria; view a list of all addresses matching the search criteria; add a new address; geocode (assign x/y coordinates) an existing address by locating it by some combination of type, common name, address 1 field, address 2 field, city, state, and/or zip; geocode an existing address by specifying the intersection of two streets; delete an address; and geocode an existing address by pinpointing its location on a geographic map;assign all geocoded addresses to user defined geo-graphic zones. If the optional RouteMatch DemandTM Fixed Route Display module is licensed and installed then the ability for authorized users to assign all geo-coded addresses to fixed routes within a user defined corridor of entered fixed routes is also provided. Services — The RouteMatch DemandTM Services function allows authorized users to view, add, modify, or delete services. Each service consists of the following data elements: name; trip length restriction type (specified time or adjusted travel time); maximum trip length in minutes; trip length factor; allow scheduling to runs using optimizer; maintain initial and negotiated times separate (yes/no); default early and late pick-up and drop-off windows for initial request and negotiated times; trip booking horizon limit (days); exceeding trip booking horizon limit requires supervisory override (yes/no); ADA fixed route corridor check required (yes/no); trips outside of ADA fixed route corridor require supervisory override (yes/no). Authorized users are also allowed to view a list of all services; display Confidential-Do Not Disclose Ex.C-1-Page 7 of 19 '.RouteMatch all scheduling activity for a specified service and date; merge all vehicle and trip data from one service to another; refresh the services function display in case of modifications to data; and search for a service by name. Accidents — The optionally licensed RouteMatch DemandTM Accidents module allows authorized users create, manage, delete and search (notes, description,trip confirmation number, location, driver,vehicle or customer) reports of accidents. Each accident report consists of the following elements: date of accident; time of accident; driver; location; date reported; time reported; user entered by; police report number; requires attention (yes/no); trip confirmation number; vehicle; driver injured (yes/no); accident details (free form text); customers involved: injured (yes/no), customer name, customer phone number, customer comments; notes: note date, note time, user noted entered by,and note text. Authorized users are also allowed to view a list of all accident reports by date range grouped by vehicle pools and drivers; refresh the Accidents module display in case of modifications; show driver, customer and vehicle details for those specified in each accident report; print selected accident details, list of accidents by vehicle or list of accidents by driver; and show or hide accident reports requiring attention. Complaints — The optionally licensed RouteMatch Demand TM Complaints module allows authorized users create, manage, delete and search (notes, description, trip confirmation number, location, driver, vehicle or customer) complaints. Each complaint report consists of the following elements: date of complaint; time of complaint; customer making complaint; complaint category; driver; date reported; time reported; user entered by; requires attention (yes/no); trip confirmation number; vehicle; driver; brief description (free form text); medium complaint received via; complaint details(free-form text); notes: note date, note time, user noted entered by, and note text. Authorized users are also allowed to view a list of all complaints by date range; refresh the Complaints module display in case of modifications; show driver, customer and vehicle details for those specified in each accident report; print selected complaint details, list of complaints by customer;and show or hide complaints requiring attention. Self Service Management Console (Web) — The optionally licensed RouteMatch DemandTM Self Service Management Console (Web) allows authorized users to approve, modify, cancel and delete trips booked by customers registered through the optional, separately licensed RouteMatch Web Portal. Users may also: refresh the list of registered web users in case of changes; search for users; display/hide only items requiring approval; view and/or modify the following attributes for each web user: user ID (view only), password, last active date (view only), user type (view only), e-mail address, created by user (view only), created by date (view only), password recovery phrase, password recovery answer; view and/or assign customer(s)to be associated with the web user including the customer's address, phone number, birth date and social security number; search for similar customer; search for similar addresses; select facility; select customer and edit current customer. Each trip entered by a web user requires approval, the Self Service Management Console (Web) allows authorized users to approve trips entered by web users; display a list of trips for each web user showing date, customer name, trip time, trip date, type, origin/destination ,approval status;display similar trips;display similar addresses;and edit selected trips. Self Service Management Console (IVR) — The optionally licensed RouteMatch DemandTM Self Service Management Console(IVR)allows authorized users to approve, modify,cancel and delete trips booked by customers via through the optional, separately licensed RouteMatch IVR system. Users may also: refresh the list of registered IVR users in case of changes; search for users; display/hide only items requiring approval; view and/or modify the following attributes for each IVR user: name(view only),the customer's address, phone number, birth date and social security number; search for similar customer; and search for similar addresses. Each trip entered by a IVR user requires approval, the Self Service Management Console (IVR) allows authorized users to approve trips entered by IVR users; display a list of trips for each IVR user showing date, customer name, trip time, trip date, type, origin/destination ,approval status;display similar trips; display similar addresses;and edit selected trips. Reports - RouteMatch Demand TM allows authorized users to view, print, export, email as a MS-Word document, or export to any client application the data included in any of RouteMatch Demand TM'S standard reports: • Driver Directions—user selection criteria include a specified date and one or more vehicles; report header data includes the vehicle ID, date, and agency name; data included in the report detail includes, for each on a route,the stop number,textual driver turning directions, and mileage to the next turn. Confidential—Do Not Disclose Ex.C-1-Page 8 of 19 RouteMatch • Driver Manifest - user selection criteria include a specified date and one or more vehicles and/or one or more runs, whether to include the Requested Time, funding source, and/or Fare Type, and whether to sort by Pickup time or Stop time; report header data includes the vehicle ID, run name, driver, data, and data entry space for run start time and odometer, first pickup time and odometer, and last drop-off time and odometer, run end time and odometer, break 1 start time and odometer, break 1 end time and odometer, break 2 start time and odometer, and break 2 end time and odometer; report detail data includes the garage pullout time and address, and for each stop on the run, the customer name, trip ID, request time (if requested), pickup time and address, drop-off time and address, fare types (if requested), attendants, guests, mobility type, service need, funding source (if requested), and data entry space for pickup time, drop-off time, pickup odometer, drop-off odometer,cancellation, and no show. • Detailed Invoice - user selection criteria include a specified date range, one or more services, optional agency address information including street address, city, state, zip, and comments; report header data includes the date range, service name, address information, and comments (if specified), and summary information for this date range and service, including data entry space for the invoice number,the number of trips, no shows, attendants,guests,total trip cost, run charges,total paid, and total amount due; report detail includes, for each customer, trip-related data including the customer name, trip date, pickup address, drop- off address, the number of no shows, attendants,guests, and customer cost summary information, including the cost,amount paid and balance. • Summary Invoice - user selection criteria include a specified date range, one or more services, optional agency address information including street address, city, state, zip, and comments; report header data includes the date range, service name, agency name, and address information, and comments(if specified); report detail includes summary information for this date range and service, including data entry space for the invoice number, the number of trips, attendants, guests, total trip cost, run charges, total paid, and total amount due. • Operating Statistics-user selection criteria include a specified date range; report header data includes the date range and agency name; report detail data includes statistics for the current month to date and the entire date range specified, including operating days, one way trips, attendants, guests, no shows, total passengers, cancelled trips, new customers, revenue, service hours, revenue hours, non-revenue hours, service miles, revenue miles, non-revenue miles, passengers per service hour, service miles per service hour, and passengers per service mile. • Trips by funding source-user selection criteria include a specified date range, and one or more services; report header data includes the date range and agency name; report detail data includes, for each funding source specified, the funding source name, number of trips, attendants, guests, no shows, cancelled, ambulatory, wheelchair, revenue, percentage of revenue, percentage of trips, as well as totals across all funding sources for all these values. • Vehicle Productivity — user selection criteria include a specified date range, and one or more vehicles; report header data includes the date range and agency name; report detail data includes, for each vehicle specified, statistical information about each date within the date range specified for which trips were verified, including the date, revenue miles, non-revenue miles, service miles, revenue hours, non-revenue hours, service hours,wheelchairs, attendants,guests, no shows, client one-way trips,and total passengers. • Run Productivity—user selection criteria include a specified date range, one or more runs, and whether to include run details; report header data includes the date range and agency name; report detail data includes, for each run specified, statistical information about each date within the date range specified for which trips were verified, including the date, revenue miles, non-revenue miles, service miles, revenue hours, non-revenue hours, service hours,wheelchairs,attendants, guests, no shows,total one-way trips, run charge, revenue,total passengers, sub-totals by date for all values, and if requested, details for each trip for each date specified, including customer name, pickup address, and drop-off address. • No Shows/Cancellations -user selection criteria include a specified date range, and one or more services; report header data includes the date range and agency name; report detail data includes, for each service specified, the service name, phone number and extension, and information about each customer who has Confidential—Do Not Disclose Ex.C-1-Page 9 of 19 RouteMatch kti:u+tT' cancelled or no showed on a trip, including the customer name and phone number, date, stop time,whether the trip was pickup or drop-off, pickup address, drop-off address, whether the trip was a cancellation or no show, and total count of cancellations and no shows. • Scheduled Trips Summary — user selection criteria includes a date, one or more vehicles, and/or one or more runs; report detail data includes the run name,vehicle ID, date, and agency name; report detail data is sorted by pickup time and includes information about each trip on that run, including the customer name, pickup time, pickup address, drop-off time, drop-off address, mobility type, customer pay amount and telephone number. Settings-The RouteMatch Demand TM Settings function allows you to establish operating parameters for the system. These parameters are categorized as follows: • System—authorized users are allowed to: o Display the Agency Name that appears on reports and all function title bars o Display and set True/False indication of whether to automatically open the last active function on startup o Manage User and Group security settings, including the ability to: • View list of Users and Groups • Display, add, modify, and delete Users and Groups • Set permissions for user group to access specific application functions, including: Add Funding Source From Trips; Address Window Visible; Assign Land Routes; Assign Zone Names; Batch Geo-Code Addresses; Cancel Trip; Commit Schedule; Create Address; Create Customer; Create Standing Order Trips; Customers Window Visible; Delete Break; Delete Data View; Delete Driver; Delete Funding Source; Delete Incident Note Record; Delete Incident Record; Delete Run; Delete Service; Delete Trip; Delete User; Delete User Group; Delete Vehicle; Dispatching Window Visible; Display Billing Icon; Display Coordination Icon; Display Incidents Icon; Display Self Service Icon; Drivers Window Visible; Edit Addresses; Edit Break; Edit Custom Fields; Edit Customer; Edit Garage Stops; Edit Run; Edit Standing Order Trips; Edit Time Windows; Edit User; Edit User Group; FTA Full Access; FTA Read Only Access; FTA Read/Modify/Add Access; Funding Sources Window Visible; Manually Geo-Code Addresses; Merge Funding Source; Merge Service; New Break; New Data View; New Run; New User; New User Group; Open Address Window; Open Billing Window; Open Coordination Window; Open Customers Window; Open Data View; Open Dispatching Window; Open Drivers Window; Open Funding Sources Window; Open Incidents Window; Open Reporting Window; Open Scheduling Window; Open Self Service Window; Open Services Window; Open Settings Window; Open Trips Window; Open Users/Groups Window; Open Vehicles Window; Open Verification Window; Reporting Window Visible; Save As Data View; Scheduling Window Visible; Services Window Visible; Settings Window Visible; Trip Booking ADA Eligibility Override; Trip Booking Horizon Limit Override; Trip Booking Travel Restriction Override;Trips Window Visible;Vehicles Window Visible;Verification Window Visible;and print all standard and custom reports(individual permission for each). • Assign User to Group(s) • Display, modify, and verify User Password • Specify whether User is currently active Confidential—Do Not Disclose Ex.C-1-Page 10 of 19 RouteMatch o Default Text—authorized users are allowed to display and modify default text for mandatory combo boxes and optional combo boxes. o Enable debug database features. o Determine behavior when performing actions that could discard changes (prompt, save edits or do not save edits). o Set the RouteMatch directory database and server name. o Set times to wait for database connections to start, resume or time-out(seconds). o Use 12 or 24 hour time display. o For 12 hour time Start and End time that determines automatic suffixing of AM/PM. o Default text displayed when multiple elements in a combo box. o Show Date in conjunction with times in dispatch and verification (true/false). o Time zone agency is located in. o Time zone server is located in. • Definitions—authorized users are able to specify whether or not service miles and hours include deadhead and breaks and whether or not revenue miles and hours includes deadhead and breaks(true/false) • Customer Options — authorized users are allowed to display, modify, and search for values in lists that populate other RouteMatch DemandTM fields, including: Favorite Address Categories; Favorite Trip Categories; Custom Fields; Eligibility Conditions; Ethnicities; Suspension Reasons; Language Preferences; Medical Problems; Medical Types; Relationships; Mobility Types for Attendants; and Service Needs. Authorized users are able to specify whether or not ADA conditional eligibility requires supervisory override; enable automatic generation of Customer Internal ID including specification of the initial seed value, increment, prefix text, middle text and suffix; default load and unload times; max number of customers to show in combo box; where "customer eligibility" is created when creating a new customer (true/false); the default customer eligibility entry created when a new customer is created;whether or not the following fields are visible each in new and edit mode (true/false): mobility type, associated service, attendants, birthday, comments, elderly, e-mail, ethnicity, internal id, language, social security, primary phone, secondary phone, load time, unload time, option use default load time, and option use default unload time. Configure mobility types by specifying for each defined mobility type the kind of space occupied by the type (ambulatory, wheelchair, ambulatory requiring lift or no seating required), the load and unload time for each type (in minutes), whether or not FILO scheduling is required for the mobility type and the number of spaces occupied by the type. • Driver Options — authorized users are allowed to display, modify, and search for values in lists that populate other RouteMatch Demand TM fields, including:custom fields and driver characteristics. • Vehicle Options—authorized users are allowed to: o Display and modify values for default garage stops, including garage pull-out time, garage pull-out time, pull-out address, and pull-in address o Display, modify, and search for values in lists that populate other RouteMatch DemandTM fields, including:custom fields vehicle capabilities and capacities;and vehicle pools. Confidential—Do Not Disclose Ex.C-1-Page 11 of 19 RouteMatch o Configure vehicle seating definitions by defining numerous vehicle seating classes each comprised of one or more seating variants which list the capacities of each type listed in vehicle capacities (e.g. number of ambulatory,wheelchair, car seat and wheelchair ties)available for each variant. • Trip Options—authorized users are allowed to: o Display, modify, and search for values in Billing Category, Trip Purposes, Trip Types and Trip Denial Status Values lists. o Display and modify values for Default Drop-off Time Function (minutes after); Default Drop-off Time Function (minutes before); Default Load Time; Default Pickup Time Function (minutes after); Default Pickup Time Function (minutes before); and Default Unload Time for both initial request and final negotiated times. o Display and modify values for default trip timing preference; display an ADA fixed route corridor requirement warning for new trips (true/false); maintain initial and negotiated times separate (true/false);default mobility type for car seats, guests,and service animals; • Scheduling Options—authorized users are allowed to: o Display and set True/False indications for Automatically Collapse Scheduling Function Items; RSE Will Bypass Constraint Violations; Show Recommendations Will Honor Trip Service; Show Recommendations Will Schedule to Runs; Show Recommendations Will Schedule Around Runs; Show Recommendations Will Shift the Times of Scheduled Trips; Show Recommendations Will Honor FILO by Default; Show Recommendations Will Schedule To Runs If Trip Within Run Time; Update Trip Times If Recommendation Outside Time Window; Schedule Distinct Times for Trips At Same Location; Attempt to Shift Times Forward to Minimize Onboard Time; Schedule Closer to Requested Time; Show Recommendations Limit Enabled by Default; Onboard Factor For Trips Over Time Limit o Display and modify values for Average Speed; Minimum Travel Time; Passenger Factor/Vehicle Factor; Pullout Factor; Load Balance Factor; Target Vehicle Trips; Attempting to Schedule Trips to Vehicle with Closest Garage Location; Maximum Onboard Time; Onboard Factor; Minimum time for Onboard Factor; Multiple Passenger Load/Unload Factor; Vehicle Travel Constraints: miles/minutes radius of garage, limit empty vehicle travel to distance; Rush Hour AM Begin; Rush Hour AM End; Rush Hour AM Speed; Rush Hour PM Begin; Rush Hour PM End; Rush Hour PM Speed; Travel Speed Adjustment Factor; Show Recommendation Time Variance Cost for Late Arrivals and Early Departures;Sweep Algorithm Options; Unreachable Street Identification Options; Percent Of Maximum Trip Time Over Which Onboard Factor is Used; Clustering Options; Clustering Window Around Specified Time (minutes); Clustering Window Around Non-Specified Time (minutes); Minimum Trip Group Size Required for Clustering; Cost Calculation Options; Affinity Importance Factor; Affinity Cutoff Percent Small; Affinity Cutoff Percent Medium; Affinity Cutoff Percent Large; Per Mile Cost; Assume Same Address if Within Radius (feet); Number of Minutes Vehicle Can Be Empty and Still Considered Active; Driver Schedule Time Period Display (minutes); Deadhead Time Factor; Number of Days to Keep Optimization Results; Show Recommendations Vehicle Limit — Number of Vehicles in Use; Show Recommendations Vehicle Limit—Number of Empty Vehicles and Default Trip Duration in Minutes. o For systems configured with an optional licensed IVR system display and modify the following values: IVR Callout Criteria Expression; IVR Callout End Time; IVR Callout Start Time; IVR Template Context for Reservation; IVR Template ID for Reservation and Max number of IVR Retries. • GIS Data Set Options and Geocoding—authorized users are allowed to display values for Distance Factor and Edge ID Adjustment. • Dispatching Options—authorized users are allowed to: Confidential—Do Not Disclose Ex. C-1-Page 12 of 19 Itoutemat o Display and set True/False indications for: Allow User to Edit Yesterday's Trips; Confirm Manual Posting to Dispatch;Auto-Refresh After Save; Use Audio Alert for Start of Auto-refresh countdown. o Display and modify values for: Shift Drop-off Time (x) Min. Past Pickup Time When PU Time Edit> DO Time; Auto-refresh Dispatch Time Interval (seconds); Seconds Before Refresh That Auto Refresh Alert Appears and Dispatch Refresh Time Window Start (minutes from current System Time). • Address Options—authorized users are allowed to specify the maximum number of addresses to show in the results grid; specify whether or not to display the Max Address Search Over limit Message (true/false) and display, modify,and search for values in the address types list. • Verification Options—authorized users are allowed to: o Display, modify, and search for values in Fare Types and Break Types and Verification Filters lists; Display and set True/False indications for Run Mode, Sort by Pickup Time and Confirm Unassigned Run Splitting. o Display, set display order, indicate whether visible, and/or indicate whether editable, the values in the Verification Fields list, including: Confirmation#; Customer Name; Completed; Stop Time; Stop Odometer; Stop Address; Attendants; Guests; Customer Payment; Additional Charge; Total Trip Cost; No Show; Cancellation; Verbal Abuse; Physical Abuse; Service Refusal; Lateness; Trip Purpose; Fare Type; Customer Comments; Driver Comments; Service; Trip Type; Mobility Type; Billing Category; Est Trip Distance; Request Time; Stop County; WillCall; Trip Isolation; Trip Comments; Trip Distance; Stop Arrive Time; Customer Phone; Stop Address Type; Stop Common Name; Stop City; Stop Zip; Stop Zone; Stop State; Noshow Reason; Fundingsource; Override; How Cost Computed; Expected CustomerPay; CustomerPay Calculating Method; CustomerPay Billingrule Name; Service Animal; Cost RBE rule Name; Actual Expected CustomerPay; How Actual Expected CustomerPay Computed; Actual Customerpay RBE rule Name; Customer SSN ; Customer Internal ID ; Denial Status;Attendant Mobility; Guest Mobility and any trip custom fields. • Incident Options—authorized users are allowed to select the default search date range from the following options: past week, past month, past 3 months, past 6 months, past year; display, modify, and search for values in complaint categories and complaint methods lists. • Billing Options—authorized users are allowed to: set Billing Only Use Override Values(true/false); display, modify,and search for values in Calculation Methods and Overrides lists. • Fixed Route Options—authorized users are allowed to: chose stop point and time point icons from a list of 6 and 3 pre-defined icons respectively; set Service Boundary Band Distance from Route Centerline (in miles);set Service Boundary Circle Distance from Stop Point(in miles). • GPS Options — (when connected to an optionally installed and licensed mobile data system) authorized users are allowed to: specify the AVL auto refresh time in minutes; maintain list of onboard devices (create, modify and delete); set RMGate server name or IP address; set RMGate server port; arrival target radius (in yards);Auto timestamp on entry into target radius(true/false); confidence interval (in seconds); disable MDC pick-up arrive button when beyond target radius (true/false); GPS delta distance for Fixed Route Use (in yards); GPS delta distance for Demand Use (in yards); GPS delta time for Fixed Route Use (in minutes); GPS delta time for Demand Use(in minutes); GPS min time for Fixed Route Use(in minutes); GPS min time for Demand Use (in minutes); RMLink connection retry period (seconds); RMLink incoming message display (all, none, dispatching); RMLink message interaction (not selected, disable msg response, disable pop-ups only, disable msg response and pop-ups). • Report Options — authorized users are allowed to: choose by vehicles as default for driver manifest (true/false)and set the connection timeout in seconds. Confidential—Do Not Disclose Ex.C-1-Page 13 of 19 RouteMatch k ttve' • Audit Log Options—authorized users are allowed to: choose background, foreground colors and font size for summary log entries, action audit entries and detail log entries and specify whether or not to include detail data when expanding summary audit log entries(true/false). • Auto Log Off Options — authorized users are allowed to: disable or set auto-logoff inactivity period (in minutes); specify whether or not to auto-save on auto logoff (true/false); specify the 30 second warning sound(.wav file)and specify the logoff warning sound(.wav file). • Self Service Management Console Options — authorized users are allowed to: select the default date range from (selected date only, next week, next month, next 3 months, next 6 months, next year; specify IVR customer age limit(months); set the large results warning limit; set the from e-mail address and set the trip related e-mail send delay(in minutes). • Certification Options — authorized users are allowed to: Display, modify, and search for values in the following lists: certification status values; assessment groups; certification questions; alternate letter formats and custom certification fields. Online Help — RouteMatch DemandTM includes an Online Help system which contains the same content as the User's Guide documentation. The Online Help system describes all major system functionalities; is organized by topic; allows direct navigation to information about related topics; is indexed; and provides the ability to search for topics by keyword. Miscellaneous—RouteMatch Demand TM includes other capabilities as follows: • Login - authorized users are allow to login to the application by specifying a user name, password, and agency name;and log out of the agency • Launch customized reports — authorized users are allowed to display, print, email as Microsoft Word® document, or export to applicable client application, custom reports created by Business Objects® Crystal Reports® 11.0 or above. Third party created (not-supported by RouteMatch) custom reports are imported via the reports module and appear in the folder titled"External Imported" • Trip counts—counts of scheduled and unscheduled trips for the current day, or for the day specified in the RouteMatch DemandTM Scheduling function,are displayed • Date/Time—the current date and time are displayed Application information—information about the client application is available, including the copyright date, release number, build number, required database version,actual database version, required Geo-manifest version,actual Geo-manifest version licensee name,versions of all registered components, and the physical memory available to windows. Licensing—displays currently licensed modules also enables authorized users to optionally upgrade licensed modules with a proper code and key obtained from RouteMatch Software. Confidential—Do Not Disclose Ex.C-1-Page 14 of 19 RouteliatcI EXHIBIT C-2 TO SOFTWARE LICENSE AND SERVICES AGREEMENT BETWEEN ROUTEMATCH SOFTWARE, INC.AND LICENSEE System Configuration Requirements Workstation Requirements Operating System RouteMatch Demand:Windows XP Professional, Service Pack 3 or Windows 7 RouteMatch Fixed:Windows XP Professional, Service Pack 3 or Windows 7 Processor Intel or AMD 2.8GHz Memory Minimum 2GB Hard Drive(s) 80GB SATA-7200rpm(or larger) Video Card Industry standard video card capable of 16-bit color at 1024x768 resolution Network Card At least 100 Mb/sec network card Standard Monitor Minimum resolution required is 1024x768 Other UPS Battery Backup and Surge Protection are highly recommended Server Requirements Operating System • RouteMatch Demand 5.3.5-Windows Server 2003—64-bit version • RouteMatch Demand 5.4/Fixed 3.1 —Windows Server 2008—64-bit version • RouteMatch 5.5.X/6.0—Windows Server 2008—64-bit version Processor Type 2.7 GHz+64-bit quad core processor Memory • Fewer than 25 Vehicles:8-10GB RAM • For 25 to 80 Vehicles: 12-14GB RAM • More than 80 Vehicles: 16-18GB RAM Hard Drives • For Fewer than 25 Vehicles: :6 73GB 15K RPM SAS • For 25 to 80 Vehicles: :8 73GB 15K RPM SAS drives • More than 80 Vehicles: : 12 73GB 15K RPM SAS SQL Server RouteMatch Demand/Fixed 5.X-Microsoft SQL Server 2005 64 bit Service Pack 4 RouteMatch 6.0—Microsoft SQL Server 2008 SP3(Build 10.0.5500) Network Card At least 100 Mb/sec(We recommend 2 cards to accomplish`802.3AD Link Aggregation') No Other Software This should be a dedicated server and no other software should run on the server. Virtualization RouteMatch does not recommend using RouteMatch Demand or Fixed in a virtual environment. Confidential—Do Not Disclose Ex.C-2-Page 15 of 19 Route?41atch ar�,n Network Configuration Requirements Network At least a 100Mb/sec network(using switches, no hubs)TCP/IP Protocol only Confidential—Do Not Disclose Ex.C-2-Page 16 of 19 RouteMatch EXHIBIT C-3 TO SOFTWARE LICENSE AND SERVICES AGREEMENT BETWEEN ROUTEMATCH SOFTWARE, INC.AND LICENSEE RouteMatch invites Licensee to purchase additional licenses, services, training, and maintenance during the Term, including,without limitation,the items listed below: Core Product Configuration RouteMatch Demand-Additional Users RouteMatch Demand-Additional Vehicles RouteMatch Demand-Computer Assisted-Additional Users RouteMatch Demand-Computer Assisted-Additional Vehicles RouteMatch Demand-Manual Scheduling-Additional Users RouteMatch Demand-Manual Scheduling-Additional Vehicles RouteMatch Fixed-Additional Users RouteMatch Fixed-Additional Vehicles RouteMatch Brokerage-Additional Users RouteMatch Brokerage-Additional Users RouteMatch Fleet-Additional Users RouteMatch Fleet-Additional Vehicles RouteShout Mobile App Software Hosting Services Modules AVL/MDC AVL MDC Fixed Route Integration Self-Service IVR(Reservationist) Notification Notification (Email Only) Notification (SMS Only) Next StopSign Module Flex Deviation Incident Certification Maintenance Coordination Agency License Vehicle License Data Interchange Module Confidential—Do Not Disclose Ex.C-3-Page 17 of 19 RouteMatch Electronic Medicaid Billing (835/837) RouteShout Display RouteShout Management Console Peripheral Integration Automated Passenger Counters Automated Voice Announcement AVA Voice Message Announcements AVA Voice Recording Software Transit Signal Priority Headsign Integration (Twin Vision/Luminator/Hanover) Farebox(GFI) Generic J1708/1939 Device Passenger Information Displays Web Portals Customer Facility Provider Fixed Route Extensible Mobile RMMobile Demand RMMobile Fixed RMMobile Inspect RMVelocity VLU Support,Maintenance and Hosting Fees Premium Annual Support and Maintenance Comprehensive Annual Support and Maintenance RMMobile Annual Support Software Hosting Services Third Party Costs TeleAtlas GIS Data Microsoft SQL Server Database Software-Base Price Microsoft SQL Server Database Software-Additional Client Access Licenses(CAL) Mobile Data Computers Automated Vehicle Location (AVL) Unit Confidential—Do Not Disclose Ex.C-3-Page 18 of 19 RouteMatch Fixed Route Peripherals(Automated Passenger Counters, Automated Voice Announcers, Next Bus Signs, Destination Signs, Passenger Information Signs,Workstations, Computer Servers, and related information technology components Professional Services Principal-in-Charge Project Manager Senior Implementation Consultant Advanced RSETM Scheduling&Routing Consultant Implementation Consultant Network Administrator/Information Technology Consultant Additional Custom Reports Product Documentation-User Guide,Administrator Guide, and Training Guides Annual User Conference and Extended Training RouteMatch UniversityTM -5 Day Training Package Annual RouteMatch User Conference-General Participation Visit RouteMatch's customer portal, my.routematch.com, for the most up-to-date prices for the products and services listed in this Exhibit C-3. Additionally, RouteMatch shall provide written estimates to Licensee for any items requested by Licensee at the time of Licensee's request. Confidential—Do Not Disclose Ex.C-3-Page 19 of 19