No preview available
HomeMy WebLinkAbout106-25 RESOLUTION113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Resolution: 106-25 File Number: 2025-471 ROUTEWARE GLOBAL (SERVICE CONTRACT): A RESOLUTION TO AUTHORIZE AN AGREEMENT WITH ROUTEWARE GLOBAL, INC. FOR RECYCLING AND TRASH COLLECTION LOCATION MONITORING PRODUCTS AND SERVICES IN THE AMOUNT OF $81,438.03, PURSUANT TO A SOURCEWELL COOPERATIVE PURCHASING CONTRACT THROUGH MAY 28, 2026, AND FUTURE RENEWAL PERIODS WHEREAS, on December 21, 2021, the City Council approved Resolution 336-21 authorizing a contract with Routeware Global for the purchase of monitoring software and hardware to be deployed across the Recycling and Trash Collection fleet; and WHEREAS, Routeware Global offers Sourcewell participating agencies a 10% to 35% discount that includes a standard 5% product discount, waived fees for the Essential Success package, and bundled discounts that can range between 10% and 20% and staff recommends entering into a new contract for the continued use of these products and services. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Rawn to sign an agreement with Routeware Global, Inc. for Recycling and Trash Collection location monitoring software, hardware and related services in the amount of $81,438.03, pursuant to a Sourcewell cooperative purchasing contract, through May 28, 2026, plus any future renewals with an increase of not more than 10% for support fees and 5% for service fees each renewal period. PASSED and APPROVED on May 6, 2025 Approved: Attest: S l adNEFKl FAYE1TfV!LT!L _ �: n.Y or'rG�9 m= A�LE p_ Molly Rawn, Mayor Kara Paxton, City Clerk Treasurer Page 1 CITY OF FAYETTEVILLE ARKANSAS MEETING OF MAY 6, 2025 TO: Mayor Rawn and City Council THRU: Peter Nierengarten, Environmental Director FROM: Daryl Brigman, Financial Analyst - RTC SUBJECT: ROUTEWARE GLOBAL (SERVICE CONTRACT): RECOMMENDATION: CITY COUNCIL MEMO 2025-471 Staff recommends a resolution to approve agreement for annual support and authorizing purchases from Sourcewell with Routeware Global Sourcewell Contract number 041521-RCS for annual support and related products and services of Routeware software programs on the RTC collection fleet through May 28, 2026 plus any additional future renewals. BACKGROUND: Recycling and Trash project was approved for purchasing route optimization and RFID system enhancements. The project is for automatic vehicle locator telematics and Radio -Frequency Identification (RFID) service verification equipment for all trucks in the RTC fleet. The new equipment is designed to improve route optimization for the RTC collection fleet along with providing better service to customers by verifying collection by GPS coordinates as well as RFID tags for time of collection service. On August 27, 2020, a pilot program was approved with Routeware for evaluating their software on the RTC collection fleet. Attached is a copy of the Routeware pilot agreement. The pilot was for 6 total vehicles (2 Residential, 2 Commercial, and 2 Roll -Off) for a period of 60 days. All Residential and Commercial vehicles utilized Windows Tablets and were provided 1 camera and a Proximity Sensor for each of the 4 automated vehicles. The Roll -Off trucks only utilized Windows Tablets. A Project Manager from Routeware was assigned to oversee the pilot which included installation and training. DISCUSSION: After a successful pilot program with Routeware, staff recommended moving forward with an agreement for installation of the Routeware software on the RTC collection fleet. This program showed daily RTC operations improved with the continued use of the Routeware system. The RTC staff is working closely with the City' s IT and Fleet staff to continue to work together on integration. The contract attached with this request is between Sourcewell and Routeware. Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A. 21) that offers cooperative procurement solutions to government entities. Participation is open to federal, state/ province, and municipal governmental entities, higher education, K- 12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. Sourcewell issued a public solicitation for Plastic Refuse and Recycling Mailing address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 Containers with Related Technology Solutions from which Routeware was awarded a contract. According to the terms of the contract, Routeware Global offers Sourcewell participating agencies the following discounts: 1. Pricing for contract #041521-RCS offers Sourcewell participating agencies a 10% to 35% discount. These discounts will include a standard 5% product discount, waived fees for ReCollect's (Routeware Global) Essential Success package, and bundled discounts that can range between 10% and 20%. BUDGET/STAFF IMPACT: The annual support for FY25 actual cost is $101,790.72 but was reduced to $81,438.03 due to an overpayment in FY24 and is budgeted in 5500.750.5000-5315.00. No additional funds are requested. Per agreement, beginning on the first full calendar year commencing after the Effective Date or on the one year anniversary of the Effective Date, Company may, upon thirty (30) calendar days' prior notice to Customer, prospectively increase any Support Fees no more than 10% and any Service Fees no more than 5%, effective on the first day of the subsequent year. ATTACHMENTS: SRF (#3), Routeware Invoice-037212 (#4), Routeware Fayetteville Global Sales and License Agreement (#5), Sourcewell Contract Number - 041521 (#6) Mailing address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 == City of Fayetteville, Arkansas y 113 West Mountain Street Fayetteville, AR 72701 (479)575-8323 - Legislation Text File #: 2025-471 ROUTEWARE GLOBAL (SERVICE CONTRACT): A RESOLUTION TO AUTHORIZE AN AGREEMENT WITH ROUTEWARE GLOBAL, INC. FOR RECYCLING AND TRASH COLLECTION LOCATION MONITORING PRODUCTS AND SERVICES IN THE AMOUNT OF $81,438.03, PURSUANT TO A SOURCEWELL COOPERATIVE PURCHASING CONTRACT THROUGH MAY 28, 2026, AND FUTURE RENEWAL PERIODS WHEREAS, on December 21, 2021, the City Council approved Resolution 336-21 authorizing a contract with Routeware Global for the purchase of monitoring software and hardware to be deployed across the Recycling and Trash Collection fleet; and WHEREAS, Routeware Global offers Sourcewell participating agencies a 10% to 35% discount that includes a standard 5% product discount, waived fees for the Essential Success package, and bundled discounts that can range between 10% and 20% and staff recommends entering into a new contract for the continued use of these products and services. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Rawn to sign an agreement with Routeware Global, Inc. for Recycling and Trash Collection location monitoring software, hardware and related services in the amount of $81,438.03, pursuant to a Sourcewell cooperative purchasing contract, through May 28, 2026, plus any future renewals with an increase of not more than 10% for support fees and 5% for service fees each renewal period. Page 1 Daryl Brigman Submitted By City of Fayetteville Staff Review Form 2025-471 Item ID 5/6/2025 City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item 4/9/2025 RECYCLING/TRASH COLLECTION (750) Submitted Date Division / Department Action Recommendation: A resolution to approve agreement with Routeware Global for annual support and related products and services of Routeware software programs on the RTC collection fleet through May 28, 2026 plus any additional future renewals. 5500.750.5000-5315.00 Account Number Project Number Budgeted Item? Yes Does item have a direct cost? Yes Is a Budget Adjustment attached? No Purchase Order Number: Change Order Number: Original Contract Number: Comments: Budget Impact: Total Amended Budget Expenses (Actual+Encum) Available Budget Item Cost Budget Adjustment Remaining Budget Contract Services Fund Project Title $ 154,688.00 $ 27,416.44 127,271.56 $ 81,438.03 Previous Ordinance or Resolution # Approval Date: 45,833.53 V20221130 I1SCollec C—Of-3 *EasyRoW oute Ali RECTCLIE c COMPLIANCE- iEILISHING Routeware Routeware Companies REMITTANCE (EFT PREFERRED): accountsreceivable@routeware.com I PO Box 676074, Dallas, TX 75267-6074 We'd like to introduce our new Customer Portal, where you can download invoices and make payments! It can be found here: Register / Pay Now FOR USD CUSTOMERS: Bank: PNC Bank, N.A. Bank Address: 2 Tower Center Blvd, East Brunswick, NJ 08816 Acct Title: Routeware, Inc. Account #: 8026456977 Routing #: 031207607 BILL TO City of Fayetteville - AR 1560 Happy Hollow Rd Fayetteville, AR 72701 FOR CAD CUSTOMERS: Bank: PNC Canada Branch Bank Address: 130 King West Suite 2140, Toronto ON M5X 1E4 Account Title: Routeware Canada, Inc. Account #: 7900015824 Bank & Transit #: 365, 00790 GST/HST no. 81978 8480 RT0001 SHIP TO City of Fayetteville - AR 1560 Happy Hollow Rd Fayetteville, AR 72701 Invoice Invoice #: INV-037212 Invoice Date: 12/20/2024 CUSTOMER PO CUSTOMER NO. TRACKING NUMBER SHIP VIA TERMS DUE DATE 2025 Q1 Support C000849 Net 30 01/19/2025 DESCRIPTION CITY U/M UNIT COST AMOUNT Cloud Hosting 1 Each $2477.76 $2,477.76 1 units x $825.92 per unit, per month Interface Support 1 Each $883.92 $883.92 1 units x $294.64 per unit, per month Monthly Service Fee 23 Each $588.03 $13,524.69 23 units x $196.01 per unit, per month Auto Pickup System Fee 18 Each $82.68 $1,488.24 18 units x $27.56 per unit, per month Picture Service Fee 21 Each $186.03 $3,906.63 21 units x $62.01 per unit, per month Cellular Data Charge (RD) 23 Each $52.20 $1,200.60 23 units x $17.40 per unit, per month RouteMaker Subscription 1 Each $1965.84 $1,965.84 1 units x $655.28 per unit, per month Subtotal $25,447.68 SHIPPING $0.00 SHIPPING (RMA) $0.00 TAX $0.00 VAT $0.00 VAT-nr $0.00 Total $25,447.68 PAYMENTS APPLIED $20,352.69 REMAINING DUE 1 $5,094.99 USD PLEASE NOTE: To the extent you do not have a currently effective written contract for services with a Routeware company, by paying this invoice, you agree that the terms and conditions found at https://routeware.com/Clients/ will apply to and govern the services provided to you by Routeware, and therefore, will affect your legal rights and obligations. However, if you have a currently effective written contract for services with a Routeware company, the terms and conditions of your written contract will continue to apply as provided in such contract. As determined appropriate by Routeware, payments that do not reference a specific invoice will be applied to the oldest outstanding invoice. Customers with a balance 30+ days past due are subject to support hold. All returns are subject to a 15% restocking charge. Overdue amounts are subject to late payment charge of 1.5% per month. Fees may be occasionally increased to align with inflation and cost increases. MASTER SALES AND LICENSE AGREEMENT 1. DEFINITIONS The definitions of terms set forth in the Order are incorporated by reference herein. In addition, the following terms shall have the following meanings in the Order and in all Incorporated Agreements. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Company" Routeware, Inc. and it's subsidiaries "Control" for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. "Confidential Information" has the meaning set forth in Section 9. "Data Sets" mean digital data set(s) including, but not limited to, geographic, vector data coordinates, raster, or associated tabular attributes in Software compatible format(s) supplied by Company or as part of Third -Party Products. "Designated Computer System" means a computer system and/or central processing units with associated network and licensed users, as set forth in the Order. "Dispute" has the meaning set forth in Section 10.8. "Documentation" means user guides, user manuals, specifications, and other documentation provided by Company for specific Truckware or Officeware, as such documentation may from time to time be amended or modified by Company. "Fees" means the amounts due for all Products and Services under the Order. "Hardware" means all items designated in the Order as "Hardware". "License Period" means the period listed on the Order, and any period of renewal (which shall be automatically renewing periods equivalent in length to the period listed on the Order), or if no such period is stated on the Order, for automatically renewing periods of one (1) year started from the Effective Date. "MSLA" means this Master Sales and License Agreement. "Officeware" means all server -based or desktop -based, Software that is provided to Customer by Company under this Agreement, whether installed at Customer's site, hosted by Company or cloud - hosted, other than Truckware. "Order" means the order to which this MSLA and any other Incorporated Agreements are incorporated by reference. "Products" means Hardware and Software. "Services" means all items designated in the Order as "Services" and "Support". "Software" means all items designated in the Order as "Software" and includes all Updates. "Support" means all items designated as "Support" in the Order and as further defined in the Support Plan. "Taxes" has the meaning set forth in Section 2.3. "Third -Party Products" means hardware and software sold by Company that is manufactured, developed or made available by other companies and distributed by Company for use in conjunction with the Products, including but not limited to products from Microsoft, Google, and open source or "free" software. "Third -Party Terms" has the meaning set forth in Section 4. "Truckware" means all Software that operates on hardware that is integrated into the Customer's vehicle fleet, whether such hardware is sold by Company or certified and approved by Company in writing. "Updates" has the meaning set forth in the Support Plan. 2. GENERAL ORDERING PROCESS AND PAYMENT Confidential Rev. 05.2021 2.1 Delivery. Company will use reasonable efforts to meet the delivery dates for Products and Services that are specified in the Order. All Product shipments are delivered F.O.B. Company's facility, with title and risk of loss passing at that time. All Products are deemed accepted upon delivery. Delivery delay or default of any instalment shall not relieve the Customer of its obligation to pay for Products or Services provided by Company or accept remaining deliveries of Product. 2.2 Payment Terms and Remedies. Unless otherwise stated in the Order, Customer will pay all invoiced Fees in the currency set forth in the Order within thirty (30) days following invoice date. All Fees are non- refundable. Fees for Software are based on parameters set forth in the Order (such as number of trucks or users) and not actual usage, and cannot be reduced or refunded during the License Period based on non-use. In the event of non-payment by Customer of any Fees, Company may, at its option, delay the delivery of Products and/or suspend Services and Support until all overdue Fees and late charges have been paid in full. 2.3 Taxes and Duties. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, but not limited to, any sales, value added or goods and services tax, or other governmental charges or tariffs imposed or payable in connection with the rights granted to Customer under this Agreement, or in connection with the payment of Fees (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Company has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Company will invoice Customer and Customer will pay that amount, unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Company is solely responsible for taxes assessable against it based on its income, property and employees. 2.4 Price Adjustment. Beginning on the first full calendar year commencing after the Effective Date or on the one year anniversary of the Effective Date, Company may, upon thirty (30) calendar days' prior notice to Customer, prospectively increase any Support Fees no more than 10% and any Service Fees no more than 5%, effective on the first day of the subsequent year. 3. SOFTWARE LICENSES; SUPPORT 3.1 License. Subject to the provisions of the Agreement (including any geographical or location restrictions set forth in the Order), subject to the Customers payment of the Fees described in the Order, Company grants a limited, personal, non-transferrable, non-sublicensable, non-exclusive license during the License Period (which can be for a period certain or perpetual) to Customer: (a) To operate the Officeware and Data Sets for Customer's internal purposes as set forth and subject to the limitations in the Order, in accordance with the Documentation. (b) To operate the Truckware on up to the number of trucks authorized on the Order, in accordance with the Documentation. Under no circumstances may Customer load Truckware on hardware (including computers and peripherals) that is not sold or certified and approved by Company. (c) To use the Documentation in connection with the licenses described in subsections (a) and (b). 3.2 Period of License. The license described in Section 3.1 will continue in force for the License Period, subject to, in the case of a subscription, either party electing against renewal by notifying the other party in writing at least ninety (90) days prior to the end of the then -current License Period. 3.3 Restrictions; Reservation of Rights. Customer agrees not to (and to not enable any third party tD): (a) reverse engineer or otherwise attempt to discover the source code of or trade secrets embodied in the Software (except to the extent required by law or as necessary for interoperability purposes as required under terms and conditions required by the providers of Third -Party Products); (b) distribute, Confidential Rev. 05.2021 transfer, grant sublicenses to, or otherwise make available the Software or Documentation to third parties, including making the Software or Documentation available (i) through resellers or other distributors, or (ii) as an application service provider, service bureau, or rental source; (c) embed or incorporate in any manner all or part of the Software into other applications of Customer or third parties other than as authorized in applicable Documentation; (d) create modifications to or derivative works of the Software; (e) reproduce the Software (except that Customer may make up to two archival copies of the Officeware solely for backup purposes); (f) attempt to modify, alter, or circumvent any license control and protection mechanisms within the Software; (g) use or transmit the Software in violation of any applicable law, rule or regulation, including any export/import laws; (h) if the Order sets forth a Designated Computer System, use the Software on a computer system other than a Designated Computer System; (i) remove, obscure or alter any copyright notices or any name, trademark, service mark, tagline, hyperlink or other designation included on any display screen within the Software; (j) create any software that competes with the Software or provides substantially the same functions as the Software; or (k) use the Software in a country other than as indicated in the Order. All Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), and more specifically is "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), Software is provided to U.S. Government End Users (i) only as a commercial end item and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Other than as stated in this Agreement, Company grants Customer no other right, title or interest in any Software. 4. THIRD PARTY PRODUCTS. Third -Party Products may be subject to additional license terms and restrictions ("Third -Party Terms"), which Company will make available to Customer as required by the suppliers of such Third -Party Products. In the event of a conflict between the terms of this Agreement and any Third - Party Terms, the Third -Party Terms shall control to the extent of the conflict. Company hereby assigns to Customer (to the extent assignable) all warranties given by the supplier(s) of Third -Party Products; provided, however, that Customer agrees to look to the supplier(s) for any Third -Party Products warranty, service and other post -purchase issues. Customer is solely responsible for obtaining any and all components, updates, new versions, and releases for any Third -Party Products necessary for use in connection with the Products. 5. AUDITS. During the term of the Agreement and for a period of one year thereafter, Company will have the right to perform an audit not more than once each year to verify that Customer is using the Products in compliance with the Agreement. The audit will include at a minimum Company having access to all Software, Hardware, Documentation and related Customer equipment (including all servers and personal computers that contain Officeware, and any hardware that contains Truckware). The audit will be performed from Monday through Friday, between 8:00 a.m. and 5:00 p.m. local time, and upon not less than 15 days' prior written notice to Customer. The audit will be conducted virtually or onsite at the Customers premises, at Company's sole cost and expense, subject to reasonable security and access restrictions. Customer will be permitted to have Customer personnel present during the audit. If an audit conducted under this Section discloses that Customer has underpaid by more than 3% any amounts payable under this Agreement during the period covered by the audit, Customer will pay Company the amount of that underpayment and, in addition, will be subject to legal remedies available to Company for Customer's breach of the Agreement. 6. REPRESENTATIONS AND WARRANTIES; DISCLAIMER 6.1 Mutual. Each party represents and warrants to the other party that: (a) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts this Agreement requires of it; (b) the execution of this Agreement and performance of its obligations under this Agreement do not Confidential Rev. 05.2021 and shall not violate any other agreement to which it is a party; (c) when executed and delivered this Agreement constitutes the legal, valid and binding obligation of such party; and (d) any and all activities it undertakes in connectionwith this Agreement shall be performed in compliancewith all applicable laws, rules and regulations. Hardware and Software Warranties. (a) Subject to the exceptions listed below in part (b), Company warrants (i) that the Hardware will be free from material defects in materials and workmanship and will operate in all material respects in accordance with its applicable Documentation (the "Hardware Warranty') for one year from the date of initial delivery (the "Hardware Warranty Period"); and (ii) that the Software will be free from material defects and workmanship and will operate in all material respects in substantial conformance with the Documentation (the "Software Warranty') for a period of ninety (90) days from the date of initial delivery (the "Software Warranty Period"). Customer may purchase renewals of the Hardware Warranty Period through extended service plans made available by Company in its discretion. Following the end of the Hardware Warranty Period, Company will have no further obligation to repair or support the applicable Hardware. (b) Company's entire liability and Customer's exclusive remedy for any reported breach of the Hardware Warranty or Software Warranty will be repair or replacement of the defective Product. All claims must be received by Company promptly upon discovery of any defect, and in no event after expiration of the applicable Warranty Period. The foregoing Hardware and Software Warranties do not apply to any defect or failure to operate that is attributable to: (i) Customer's misuse or abuse of or failure to maintain the Product; (ii) Customer's failure to operate the Product in accordance with the Documentation; (iii) input errors, data conversion errors or other such errors, such as Customer's failure to sequence route stops independently or through a Company professional services agreement; (iv) any change made to the Product by Customer without Company's written approval; iv) any defect, limitation or incompatibility in any equipment or other component installed by Customer; (vi) any accident, catastrophe, act of God, or interruption or fluctuation in electrical power supplies; (vii) any material change in Customer's business or in the operating conditions under which the Product is used; (viii) translations; or (ix) Third -Party Products. Disclaimer. THE WARRANTIES OF SECTION 6.2 ARE THE EXCLUSIVE WARRANTIES OFFERED BY COMPANY AND COMPANY MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. ALL OTHER CONDITIONS AND WARRANTIES, INCLUDING ANY CONDITIONS OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NON -INFRINGEMENT, MERCHANTABILITY, SUITABILITY AND THOSE THAT ARISE FROM ANY COURSE OF DEALING OR COURSE OF PERFORMANCE, ARE HEREBY DISCLAIMED. LIMITATION OF LIABILITY INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO THE FAILURE TO PAY AMOUNTS PROPERLY OWED, SECTION 9 (CONFIDENTIALITY), OR VIOLATIONS OF COMPANY'S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY, WHETHER UNDER THEORY OF CONTRACT, TORT OR OTHERWISE, FOR ANY INDIRECT DAMAGES THAT ARISE FROM OR RELATE TO THIS AGREEMENT (INCLUDING LOST PROFITS, LOST DATA AND ANY OTHER INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES), WHETHER FORESEEABLE OR NOT AND WHETHER ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TOTAL LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO THE FAILURE TO PAY AMOUNTS PROPERLY OWED, BREACHES OF SECTION 9 (CONFIDENTIALITY), OR VIOLATIONS OF COMPANY'S INTELLECTUAL PROPERTY RIGHTS, EACH PARTY'S AGGREGATE CUMULATIVE LIABILITY TO THE OTHER IN CONNECTION WITH THIS AGREEMENT (INCLUDING ANY WARRANTY CLAIMS) Confidential Rev. 05.2021 WILL NOT EXCEED, IN THE AGGREGATE AND REGARDLESS OF WHETHER UNDER THEORY OF CONTRACT, TORT OR OTHERWISE, THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER TO COMPANY IN THE 12 MONTHS PRIOR TO THE EVENT THAT GAVE RISE TO LIABILITY. EXCEPT WITH RESPECT TO THE FAILURE TO PAY AMOUNTS PROPERLY OWED, BREACHES OF SECTION 9 (CONFIDENTIALITY), OR VIOLATIONS OF COMPANY'S INTELLECTUAL PROPERTY RIGHTS, NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE TRANSACTIONS UNDER THIS AGREEMENT MAYBE BROUGHT BY EITHER PARTY HERETO MORE THAN TWO YEARS AFTER THE CAUSE OF ACTION HAS OCCURRED. 7.3 ALLOCATION OF RISK. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES ISTO ALLOCATE RISK BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THE REMEDIES IN THIS AGREEMENT HAVE FAILED OF THEIR ESSENTIAL PURPOSE. 8. TERM AND TERMINATION 8.1 Term of Agreement. The Agreement begins on the Effective Date and continues until terminated pursuant to this Section 8. 8.2 Termination Rights. The Agreement (including any of the Incorporated Agreements) may only be terminated as follows: (a) by mutual, written agreement of the parties; (b) by either party if the other party materially breaches the Agreement, and does not cure the breach within 30 days after receiving written notice from the non -breaching party; (c) at the end of the License Period; or (d) by either party if the other party makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any proceeding under the U.S. Federal Bankruptcy Act or any other foreign or domestic statute, law, rule or regulation relating to insolvency or the protection of rights of creditors, which proceeding is not dismissed within 60 days. 8.3 Effect of Termination. Upon any termination of this Agreement, without prejudice to any other rights or remedies which the parties may have, the following applies: (a) Customer shall immediately cease all use of all Hardware and all Software and delete or return to Company all copies of Software in Customer's possession; (b) all other rights and obligations immediately cease, except that Sections 2.2, 3.3, 5, 6.3, 7, 8.3, 9, 10 of the MSLA, Section 2.2 of the Support Plan (if the Support Plan is an Incorporated Agreement), and Sections 5.1, 6, 7, 8, 9, and 10 of the PS Agreement (if the PS Agreement is an Incorporated Agreement) shall survive termination; (c) upon written demand, each party as a receiving party will return or destroy all of the other party's Confidential Information; and (d) Customer will immediately pay Company any undisputed amounts still outstanding. For clarity, undisputed amounts include all payments owed by Customer during the entire term of the Agreement. Upon termination of the Agreement, Routeware will make all route and customer data available to the Customer in a txt file that includes all Customer -collected data. The txt file will be comma -delimited with an associated data dictionary that describes what each field contains. The data should be provided prior to the Customer prior to the end of the Agreement term and be available for 60 days after the Agreement termination date 9. CONFIDENTIAL INFORMATION; PUBLICITY 9.1 Confidential Information. Both parties recognize that they may each receive (as a "Recipient") from the other (as a "Discloser") certain confidential and valuable proprietary information that is identified pursuant to the terms of this Section 9 as confidential (collectively, the "Confidential Information"). Both Confidential Rev. 05.2021 parties agree to identify any Confidential Information as follows: if written, with a written legend that says "confidential" or a similar term; or if verbal, by identifying the information as confidential when disclosed, and then sending the Recipient a written confirmation of that confidential status within 30 days after disclosure. Notwithstanding the foregoing, all pricing, Documentation and Software are Company Confidential Information. A Recipient will not, without the Discloser's prior written consent, disclose Confidential Information to any person other than those of its employees, independent contractors or consultants who need to know it for the purposes of this Agreement and who are bound by confidentiality agreements with the Recipient that are at least as protective as this section. A Recipient may only use Confidential Information for the purpose of this Agreement. A Recipient will handle any Confidential Information with the same care as it does its own confidential information, but in any event no less than reasonable care. None of the provisions of this section, however, apply to any Confidential Information that meets any one of the following criteria: (a) information possessed by the Recipient without restriction prior to receiving it from the Discloser, provided that the Recipient can demonstrate such possession was obtained lawfully; (b) information that the Recipient developed independently and without use of or reference to the Confidential Information, as documented by its written records; (c) information that the Recipient receives from another party who is not in breach of any of that party's obligations as a result of that disclosure; or (d) information that the Discloser intentionally discloses to any other party without any restriction on confidentiality. Additionally, a Recipient may disclose Discloser's Confidential Information to the extent that a court or other governmental body orders such Confidential Information disclosed by the Recipient, provided that the Recipient promptly notifies the Discloser of such order and provides the Discloser with notice and opportunity to contest it, if possible. These obligations shall survive the termination of this Agreement for a period of five (5) years, except with respect to any source code, which will remain protected until it is no longer Confidential Information. This Section does not intend to grant a Recipient any ownership interest or license or right to any intellectual property rights of the Discloser. Routeware agrees and understands that this Agreement and documents submitted to the Customer pursuant hereto are subject to the Arkansas Freedom of Information Act. 12.5. 9.2 Terms; Publicity. The parties will keep the terms and conditions of this Agreement confidential and will not divulge any of this information to any third party except as follows: (a) with the prior written consent of the other party; (b) as otherwise may be required by law or legal process; (c) during the course of litigation, so long as the disclosure is restricted in the same manner as is the confidential information of other litigating parties; and (d) in confidence to its legal counsel, accountants, banks, and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to this Agreement; provided that, in (b) and (c) above, to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including seeking a confidential treatment request or protective order whenever appropriate or available, and the disclosing party will provide the other party with at least 10 days' prior written notice of such disclosure. Neither party may use the other party's trade names, trademarks or service marks, or engage in any publicity regarding this Agreement or its subject matter, without the other party's express written consent, which will not be unreasonably withheld or delayed. 10. MISCELLANEOUS 10.1 Independent Contractors. The parties are independent contractors with respect to each other, and nothing in this Agreement shall be construed as creating an employer -employee relationship, a partnership, agency relationship or a joint venture between the parties. 10.2 Insurance. Each party will maintain, at its own expense during the term of this Agreement, insurance appropriate to its obligations under this Agreement, including as applicable general commercial liability, errors and omissions, employer liability, automobile insurance, and worker's compensation insurance as required by applicable law. Confidential Rev. 05.2021 10.3 Customer Responsibility. Customer is solely responsible under the Agreement for all actions of its officers, directors, employees and contractors. Customer is solely responsible for the use of the Software, including but not limited to: assuring proper installation and configuration (if not installed and configured by Company); audit controls and methods; establishing adequate backup plans; converting data to and from the data structures used by the Software; assuring adequate data input and retrieval; and using the Software as set forth in the Documentation. Company is not responsible for any loss of data by Customer resulting from improper conversion Customer's data to or from the data formats and data structures used by the Software. Customer has sole responsibility for the accuracy, quality, integrity, reliability and appropriateness of all Customer data. Customer is solely responsible to prevent unauthorized access to, or use of, Products or Services hereunder, and will notify Company promptly of any such unauthorized access or use. Customer will comply with all applicable laws in its use of Products and Services hereunder. 10.4 Force Majeure. Each party will be excused from any delay or failure in performance hereunder, other than the payment of money, caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to acts of God, earthquake, flood, labor disputes and strikes, riots, war, pandemics, telecommunications failures (including any systemic Internet failures and any interruptions in services of internet service providers), and governmental requirements. The obligations and rights of the party so excused will be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay. 10.5 Assignment. Neither party may assign its rights or obligations under this Agreement to any other person or entity, except for assignment and transfer of all of a party's rights and obligations under the following circumstances: (a) with the express written consent of the other party, which in the case of consent requested of Company, may not be unreasonably delayed or withheld; or (b) in the case of Company, to an Affiliate of the assigning party. Any transaction (or series of related transactions) that results in a change of Control of Customer is deemed to be an assignment for purposes of this Agreement. Any attempted assignment or delegation in violation of this section is void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective successors and assigns. 10.6 Waivers. No waiver of any breach of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach, and no waiver is effective unless made in writing and signed by an authorized representative of the waiving party. 10.7 Governing Law. The laws of the State of Arkansas, Washington County, Fayetteville AR, without regard to conflict of laws rules, govern the interpretation and enforcement of this Agreement. Any dispute or claim relating in any way to this Agreement, or use of the Services, or Company Materials will be resolved in a court of competent jurisdiction in Washington County, Arkansas. Neither party waives its right to a jury trial. 10.8 Intentionally Omitted. 10.9 Intentionally Omitted. 10.10 Conflicts. In the event that any term of this Agreement conflicts with governing law or is held to be ineffective or invalid by a court of competent jurisdiction, such term will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remaining terms of this Agreement shall remain in full force and effect. 10.11 Notices. Unless stated otherwise, all notices, consents and approvals under this Agreement must be delivered in writing by courier, by facsimile, by email or by certified or registered mail (postage prepaid Confidential Rev. 05.2021 and return receipt requested) to the other party at the address set forth on at the beginning of this Agreement, and are deemed delivered when received. Either party may change its address for notices by notice to the other party given in accordance with this Section 10.11. Customer is responsible for providing Company with its complete and accurate billing and contact information and notifying Company of any changes to such information. 10.12 Counterparts. The Agreement may be executed in counterparts, each of which will be deemed to be an original and together will constitute one and the same agreement. This Agreement may also be executed and delivered by electronic signature or facsimile and such execution and delivery will have the same force and effect of an original document with original signatures. 10.13 Headings; Interpretation. Headings are used in the Agreement for reference only and will not be considered when interpreting this Agreement. As used in this Agreement, "includes" (or "including") means without limitation. 10.14 Export Compliance. The Products may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied - party list. Neither party will access or use any Products or Confidential Information provided to it hereunder in a U.S.-embargoed country or region (currently the Crimea region, Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or governmental regulation. 10.15 Anti -Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. 10.16 No Third -Party Beneficiaries. There are no third -party beneficiaries under this Agreement. 10.17 Integration. This Agreement and the Orders together constitute the entire agreement between the parties with respect to the Products and Services and supersede all prior and contemporaneous discussions, negotiations, communications or agreements regarding the same subject matter. The terms on any purchase order, invoice, or other ordering document will have no effect and are hereby rejected. Confidential Rev. 05.2021 Sou rcewel I E%O' ReCollect #041521-RCS Pricing for contract #041521-RCS offers Sourcewell participating agencies a 10% to 35% discount. These discounts will include a standard 5% product discount, waived fees for ReCollect's Essential Success package, and bundled discounts that can range between 10% and 20%. DocuSign Envelope ID: 85C88253-9988-48D4-AFAO-CCFBC2A65OA9 AMENDMENT #1 TO CONTRACT # 041521-RCS THIS AMENDMENT is effective upon the date of the last signature below by and between Sourcewell and ReCollect Systems Inc. (Vendor). Sourcewell awarded a contract (041521-RCS) to Vendor to provide Plastic Refuse and Recycling Containers with Related Technology Solutions to Sourcewell and its Participating Entities, effective May 24, 2021, through May 28, 2025 (Contract). On March 25, 2021, Routeware Global Inc. acquired ReCollect Systems Inc. Since then, Routeware has assumed the rights and obligations under the Contract. Sourcewell consents to the change in ownership of the Contract. As of the effective date of this Amendment, all references to "Recollect Systems Inc." in the Contract will be replaced with "Routeware Global Inc." Except as amended, the Contract remains in full force and effect. Sourcewell a,--EDocuSigned by: Vt way SC�,In ayf,� COFD2A139D06489... Jeremy Schwartz, Chief Procurement Officer Date: 8/31/2023 1 12:52 PM CDT Approved: DocuS,--E11ign/e�d, by: Baku 48BAF71110894454... Chad Coauette, Executive Director/CEO Date: 8/31/2023 1 12:52 PM CDT Routeware Global Inc. By. EDocuSigned by: 627FAFBCA2B804FO .. Lanae Bulkley Title: Controller Date: 8/31/2023 1 7:40 AM PDT Sourcewell Contract # 041521-RCS I Amendment #1 Page 1 of 1 DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1D2D932 041521-RCS Sourcewell q4l' Solicitation Number: RFP #041521 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and ReCollect Systems Inc., 3381 Cambie Street, Suite 528, Vancouver BC V5Z 4R3 Canada (Vendor). Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. Sourcewell issued a public solicitation for Plastic Refuse and Recycling Containers with Related Technology Solutions from which Vendor was awarded a contract. Vendor desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell's cooperative purchasing contracts (Participating Entities). 1. TERM OF CONTRACT A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below. B. EXPIRATION DATE AND EXTENSION. This Contract expires May 28, 2025, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended up to one additional one-year period upon request of Sourcewell and with written agreement by Vendor. C. SURVIVAL OF TERMS. Articles 11 through 14 survive the expiration or cancellation of this Contract. 2. EQUIPMENT, PRODUCTS, OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. Vendor's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. Rev. 10/2020 DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 041521-RC S All Equipment and Products provided under this Contract must be new/current model. Vendor may offer close-out or refurbished Equipment or Products if they are clearly indicated in Vendor's product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity's site. This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. B. WARRANTY. Vendor warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship. In addition, Vendor warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Vendor's dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer's warranty that is effective past the expiration of the Vendor's warranty will be passed on to the Participating Entity. C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution, Vendor will make available to Sourcewell a means to validate or authenticate Vendor's authorized dealers, distributors, and/or resellers relative to the Equipment, Products, and Services related to this Contract. This list may be updated from time -to -time and is incorporated into this Contract by reference. It is the Vendor's responsibility to ensure Sourcewell receives the most current version of this list. 3. PRICING All Equipment, Products, or Services under this Contract will be priced as stated in Vendor's Proposal. When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity's total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity's requested delivery location. Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase. A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Vendor must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities. Participating Entities reserve the right to inspect the Equipment and Products at a reasonable Rev. 10/2020 DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 041521-RC S time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition. Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally delivers substandard or inferior Equipment or Products. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Vendor as soon as possible and the Vendor will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity. B. SALES TAX. Each Participating Entity is responsible for supplying the Vendor with valid tax - exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity. C. HOT LIST PRICING. At anytime during this Contract, Vendor may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line -item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below. Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities. 4. PRODUCT AND PRICING CHANGE REQUESTS Vendor may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Contract Administrator. This form is available from the assigned Sourcewell Contract Administrator. At a minimum, the request must: • Identify the applicable Sourcewell contract number; • Clearly specify the requested change; • Provide sufficient detail to justify the requested change; • Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and • Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing Rev. 10/2020 DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 041521-RC S restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged. A fully executed Sourcewell Price and Product Request Form will become an amendment to this Contract and be incorporated by reference. 5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell's cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities. The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity's authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Vendor understands that a Participating Entity's use of this Contract is at the Participating Entity's sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source. Vendor is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract. B. PUBLIC FACILITIES. Vendor's employees maybe required to perform work at government - owned facilities, including schools. Vendor's employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws. 6. PARTICIPATING ENTITY USE AND PURCHASING A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Vendor that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Vendor. Typically, a Participating Entity will issue an order directly to Vendor. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration of this Contract; however, Vendor performance, Participating Entity payment, and any applicable warranty periods or other Vendor or Participating Entity obligations may extend beyond the term of this Contract. Rev. 10/2020 DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1D2D932 041521-RCS Vendor's acceptable forms of payment are included in Attachment A. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity. B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Vendor, such as job or industry -specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entitles may require the use of a Participating Addendum; the terms of which will be worked out directly between the Participating Entity and the Vendor. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract. C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements (such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in this Contract, the Participating Entity and the Vendor may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement. D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Vendor in the event of any of the following events: 1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the goods to be purchased; 2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity's requirements; or 3. Vendor commits any material breach of this Contract or the additional terms agreed to between the Vendor and a Participating Entity. E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity's order will be determined by the Participating Entity making the purchase. 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for: • Maintenance and management of this Contract; • Timely response to all Sourcewell and Participating Entity inquiries; and • Business reviews to Sourcewell and Participating Entities, if applicable. Rev. 10/2020 DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1D2D932 041521-RCS B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, supply issues, customer issues, and any other necessary information. 8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract sales activity report (Report) to the Sourcewell Contract Administrator assigned to this Contract. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made). The Report must contain the following fields: • Customer Name (e.g., City of Staples Highway Department); • Customer Physical Street Address; • Customer City; • Customer State/Province; • Customer Zip Code; • Customer Contact Name; • Customer Contact Email Address; • Customer Contact Telephone Number; • Sourcewell Assigned Entity/Participating Entity Number; • Item Purchased Description; • Item Purchased Price; • Sourcewell Administrative Fee Applied; and • Date Purchase was invoiced/sale was recognized as revenue by Vendor. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Vendor may not charge Participating Entities more than the contracted price to offset the Administrative Fee. The Vendor will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Vendor's name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above "Attn: Accounts Receivable" or remitted electronically to Sourcewell's banking institution per Sourcewell's Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter. Rev. 10/2020 6 DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1D2D932 041521-RCS Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract's expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date. 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Vendor's Authorized Representative is the person named in the Vendor's Proposal. If Vendor's Authorized Representative changes at any time during this Contract, Vendor must promptly notify Sourcewell in writing. 10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant this Agreement are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract. B. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement. Such consent will not be unreasonably withheld. C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties. D. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not waive the provision or the right to enforce it. E. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between Sourcewell and Vendor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22, the terms of Articles 1-22 will govern. F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their Rev. 10/2020 DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 041521-RC S respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master -servant, or principal -agent. 11. LIABILITY Vendor must indemnify, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys' fees, arising out of the performance of this Contract by the Vendor or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. 12. GOVERNMENT DATA PRACTICES Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Vendor under this Contract. If the Vendor receives a request to release the data referred to in this article, the Vendor must immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond to the request. 13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT /_A1►1r1INxi1IRIT111111a091all 2 WA 1. Grant of License. During the term of this Contract: a. Sourcewell grants to Vendor a royalty -free, worldwide, non-exclusive right and license to use theTrademark(s) provided to Vendor by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell's relationship with Vendor. b. Vendor grants to Sourcewell a royalty -free, worldwide, non-exclusive right and license to use Vendor's Trademarks in advertising and promotional materials for the purpose of marketing Vendor's relationship with Sourcewell. 2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to its and their respective distributors, marketing representatives, and agents (collectively "Permitted Sublicensees") in advertising and promotional materials for the purpose of marketing the Parties' relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees. 3. Use; Quality Control. Rev. 10/2020 DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1D2D932 041521-RCS a. Sourcewell must not alter Vendor's Trademarks from the form provided by Vendor and must comply with Vendor's removal requests as to specific uses of its trademarks or logos. b. Vendor must not alter Sourcewell's Trademarks from the form provided by Sourcewell and must comply with Sourcewell's removal requests as to specific uses of its trademarks or logos. c. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party's Trademarks only in good faith and in a dignified manner consistent with such party's use of the Trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated. 4. As applicable, Vendor agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Vendor in violation of applicable patent or copyright laws. 5. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party's name or logo (excepting Sourcewell's pre-printed catalog of vendors which may be used until the next printing). Vendor must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell's written directions. B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator assigned to this Contract. D. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services. 14. GOVERNING LAW, JURISDICTION, AND VENUE Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls, Minnesota. Rev. 10/2020 DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1D2D932 041521-RCS 15. FORCE MAJEURE Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party's reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default. 16. SEVERABILITY If any provision of this Contract is found to be illegal, unenforceable, or void then both Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the remainder of this Contract is capable of performance, it will not be affected by such declaration or finding and must be fully performed. 17. PERFORMANCE, DEFAULT, AND REMEDIES A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows: 1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Vendor will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. 2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher level of management. The Vendor will have 30 calendar days to cure an outstanding issue. 3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Vendor must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Vendor fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed will be borne by the Vendor. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default: 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. Written notice of default and a reasonable opportunity to cure must be issued by the party claiming default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non -defaulting party may: Rev. 10/2020 10 DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 041521-RC S • Exercise any remedy provided by law or equity, or • Terminate the Contract or any portion thereof, including any orders issued against the Contract. 18. INSURANCE A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an "AM BEST" rating of A- or better, with coverage and limits of insurance not less than the following: 1. Workers' Compensation and Employer's Liability. Workers' Compensation: As required by any applicable law or regulation. Employer's Liability Insurance: must be provided in amounts not less than listed below: Minimum limits: $500,000 each accident for bodily injury by accident $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease 2. Commercial General Liability Insurance. Vendor will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office ("ISO") Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products -completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract. Minimum Limits: $1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury $2,000,000 aggregate for Products -Completed operations $2,000,000 general aggregate 3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor will maintain insurance covering all owned, hired, and non -owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent. Minimum Limits: $1,000,000 each accident, combined single limit Rev. 10/2020 11 DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 041521-RC S 4. Umbrella Insurance. During the term of this Contract, Vendor will maintain umbrella coverage over Workers' Compensation, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000 5. Network Security and Privacy Liability Insurance. During the term of this Contract, Vendor will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Vendor's security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data — including but not limited to, confidential or private information, transmission of a computer virus, or denial of service. Milli T1 u.0 u $2,000,000 per occurrence $2,000,000 annual aggregate Failure of Vendor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Contract Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in this Contract. C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Vendor agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Vendor's commercial general liability insurance policy with respect to liability arising out of activities, "operations," or "work" performed by or on behalf of Vendor, and products and completed operations of Vendor. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other Rev. 10/2020 12 DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1D2D932 041521-RCS insurance applicable to the Vendor or its subcontractors. The waiver must apply to all deductibles and/or self -insured retentions applicable to the required or any other insurance maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors. E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self -insured retention. 19. COMPLIANCE A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. B. LICENSES. Vendor must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Vendor conducts with Sourcewell and Participating Entities. 20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in writing. Vendor certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Vendor further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 21. PROVISIONS FOR NON -UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may also require additional requirements based on specific funding specifications. Within this Article, all Rev. 10/2020 13 DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 041521-RC S references to "federal" should be interpreted to mean the United States federal government. The following list only applies when a Participating Entity accesses Vendor's Equipment, Products, or Services with United States federal funds. A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. § 60- 1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." The equal opportunity clause is incorporated herein by reference. B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti -Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Vendor must be in compliance with all applicable Davis -Bacon Act provisions. C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5). Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of Rev. 10/2020 14 DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1D2D932 041521-RCS not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above. D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACTOR AGREEMENT. If the federal award meets the definition of "funding agreement" under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above. E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor certifies that during the term of this Contract will comply with applicable requirements as referenced above. F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. G. BYRD ANTI -LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Vendors must file any required certifications. Vendors must not have used federal appropriated funds to pay any Rev. 10/2020 15 DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 041521-RC S person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Vendors must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Vendors must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352). H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Vendor must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Vendor further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Vendor must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition. K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Vendor agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Vendor that are directly pertinent to Vendor's discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Vendor's personnel for the purpose of interview and discussion relating to such documents. L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. Rev. 10/2020 16 DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 041521-RC S 22. CANCELLATION Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon 60 days' written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Vendor's Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation. Sourcewell D�occuS�iignedby, I,l By; �COFD2A139DD6489... Jeremy Schwartz Title: Chief Procurement Officer Date: 5/24/2021 1 7:47 PM CDT Approved: � ID,occu,Signeed�by, By;l7E42BSF817A64CC... Chad Coauette Title: Executive Director/CEO 5/25/2021 1 8:33 AM CDT Date: ReCollect Systems Inc. =C4,23. by By:... Drew Rifkin Title: VP -Sales and Marketing Date: 5/25/2021 1 8:31 AM CDT Rev. 10/2020 17 DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 RFP 041521 - Plastic Refuse and Recycling Containers with Related Technology Solutions Vendor Details Company Name: ReCollect Systems Inc. 1861 William Street Address: Vancouver, BC V51- 2R7 Contact: Drew Rifkin Email: drew.rifkin@recollect.net Phone: 360-219-9798 Fax: 604-761-4775 HST#: 98-1077853was Submission Details Created On: Friday February 26, 2021 13:26:44 Submitted On: Wednesday April 14, 2021 15:20:21 Submitted By: Drew Rifkin Email: drew.rifkin@recollect.net Transaction #: 60a4l8el-316c-4994-9026-8a08177cf036 Submitter's IP Address: 209.121.148.31 Bid Number: RFP 041521 Vendor Name: ReCollect Systems Inc. DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 Specifications Table 1: Proposer Identity & Authorized Representatives General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; respond "N/K if the question does not apply to you (preferably with an explanation). Line Item Question Response" 1 Proposer Legal Name (and ReCollect Systems Inc. applicable d/b/a, if any): 2 Proposer Address: ReCollect Systems Inc. 3381 Cambie Street, Suite 528 Vancouver, BC V5Z 4R3 Canada 3 Proposer website address: www.recollect.net 4 Proposer's Authorized Drew Rifkin Representative (name, title, VP - Sales and Marketing address, email address & phone) drew.rifkin@recollect.net (The representative must have 1-604-761-4775 authority to sign the "Proposer's Assurance of Compliance" on behalf of the Proposer and, in the event of award, will be expected to execute the resulting contract): 5 Proposer's primary contact for this Drew Rifkin proposal (name, title, address, VP - Sales and Marketing email address & phone): drew.rifkin@recollect.net 1-604-761-4775 6 Proposer's other contacts for this Tanusri Pardeshi proposal, if any (name, title, Marketing Coordinator address, email address & phone): tanusri.pardeshi@recollect.net +1 613-970-5595 Table 2: Company Information and Financial Strength Line Question Response Item Bid Number: RFP 041521 Vendor Name: ReCollect Systems Inc. DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 Provide a brief history of your company, including your company's core values, business philosophy, and industry longevity related to the requested equipment, products or services. Core Values - At ReCollect, we adhere to three values: 1. Delight Residents/ Students - We aim to provide residents/ students with unexpectedly good service and surprisingly useful products. 2. Enable Self Service - With products that delight, you can help residents become more self-reliant and answer questions without resorting to expensive phone calls. 3. Encourage Behavior Change - ReCollect's engaging products help our clients drive behavior change to save money and help the planet. With our assistance, clients are able to shift the behaviour of their residents to: - Increase recycling capture rates - Lower contamination in the streams - Reduce call volumes at your helpdesk or 311 center - Increase participation in both regular collection and irregular services such as household hazardous waste collection or other events. Our Principal Business Philosophy- ReCollect makes recycling and waste communications easy. We specialize in digital solutions for waste management -related communications for municipalities, regions, and haulers across North America. With a focus on ease -of -use for residents, ReCollect's services drive unparalleled levels of engagement. The key to our success is not just a delightful product but customer support that is legendary in providing both support but also best practices in solid waste and recycling communications. Please call any of our customers for a reference. With solutions that are built entirely in-house, our team troubleshoots issues personally and resolves them immediately. When you hire ReCollect you work directly with the people responsible for creating these tools. You have access to a team with deep experience working with, and in, local government. Our Vision - ReCollect's vision is to provide organizations access to the newest technology and best practices in communication in order to delight residents, customers and staff, save organizations money and help improve the environment. In pursuit of this mission, ReCollect has emerged as the global leader of digital communications applications to Solid Waste and Recycling organizations. Every week our software is used by people all over North America with a combined population of 100+ million citizens who deliver millions of reminders and service thousands of queries per minute ensuring that waste streams are not contaminated and call centers are more efficiently leveraged. Industry Longevity - Founded as a private company in 2012, ReCollect has grown from 3 founders to a staff of over 30. Our company is structured around our key goals - our product management and software development team focuses on deploying amazing products by working closely with our Customer Success and Implementation team who provide support and advice around communications. Our scaled impact and legendary service is made possible by a team that combines leading software engineers, local government and public policy experts, and some of the most recognized communications experts in the field of solid waste and recycling. As a company, ReCollect's growth has been built on our reputation and has expanded from our core government market to Education Institutions and First Nations/ Native American groups. Bid Number: RFP 041521 Vendor Name: ReCollect Systems Inc. DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 8 What are your company's expectations in the ReCollect does not expect Sourcewell to bring us new deals. Our hope is that event of an award? Sourcewell will make us more marketable, and as a bonus may bring us some new deals, but it is not our expectation. Our expectations focus on reducing the procurement burden on us and our customers, making our already successful model still more successful. By partnering with Sourcewell, we hope to continue to streamline procurement activities (for both ReCollect and our customers) so that we can invest resources into scaling our business even more quickly, including expanding our product line. ReCollect attributes much of our success to our world -class products and focused sales process. We are effective at engaging governments, and conveying/ selling our value. Understanding and building a repeatable sales model is critical for any business and we have achieved this goal. Indeed, we have developed an effective system that experiences significant year -over -year growth in this capacity. That said, the slowest part of our process has historically been procurement (previous to our current Sourcewell contract). After a potential customer evaluates our products and decides to move forward, the procurement process could take anywhere from 3 to 12+months through non-Sourcewell procedures. 9 Demonstrate your financial strength and ReCollect launched in 2009. Since then, we have become a multi -million dollar stability with meaningful data. This could technology company. Over the past three years, our revenue has grown by 225%, include such items as financial statements, our team has grown 250%, and our Sourcewell customer base has grown to over SEC filings, credit and bond ratings, letters 85 organizations across the United States. of credit, and detailed reference letters. Upload supporting documents (as applicable) We are, in practice, a deeply fiscally conservative company. Throughout the period in the document upload section of your discussed above, we have remained cash flow positive without seeking or needing response. investor capital. More critically, because our clients sign multi -year contracts with a fixed price annuity, our future cash flow is remarkably stable. The result is that, given existing contracts and the revenue they generate, ReCollect could fail to close any new business (an extremely unlikely scenario) and continue to pay our team and service our existing customers in perpetuity. We forecast significant growth in the Government and Educational sectors over the coming years. Uploaded is a signed reference letter from our Certified Accountant and a Certificate of Good Standing issued under the Business Corporation Act of British Columbia. Further, we would be happy to talk about our financial strength in detail and find ways to demonstrate it to satisfy the committee. 10 What is your US market share for the Based on an estimated 20,000 serviceable customers (Government agencies, solutions that you are proposing? Educational Institutions, and Indigenous Groups), our market share in the US is 1%. Some of those customers include counties and other regional agencies that include multiple municipalities. 11 What is your Canadian market share for the Based on 3000 eligible customers (Government agencies, Educational Institutions solutions that you are proposing? and Indigenous Groups) with waste and recycling services, the Canadian market share is 9.7%. Some of those customers include counties and other regional agencies that include multiple municipalities. 12 Has your business ever petitioned for Neither ReCollect nor its founders/owners have ever petitioned for bankruptcy bankruptcy protection? If so, explain in detail. protection. 13 How is your organization best described: is ReCollect would best describe itself as (b) a service provider of software services it a manufacturer, a distributor/dealer/reseller, Software as a Service (SaaS). Our sales and service personnel are employees of or a service provider? Answer whichever ReCollect, and we do not utilize a dealer network. question (either a) or b) just below) best applies to your organization. a) If your company is best described as a distributor/dealer/reseller (or similar entity), provide your written authorization to act as a distributor/dealer/reseller for the manufacturer of the products proposed in this RFP. If applicable, is your dealer network independent or company owned? b) If your company is best described as a manufacturer or service provider, describe your relationship with your sales and service force and with your dealer network in delivering the products and services proposed in this RFP. Are these individuals your employees, or the employees of a third party? Bid Number: RFP 041521 Vendor Name: ReCollect Systems Inc. DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 14 If applicable, provide a detailed explanation Aside from registering in states where we do business and our British Columbian outlining the licenses and certifications that Business License, there are no licenses or certifications required to run our business. are both required to be held, and actually held, by your organization (including third parties and subcontractors that you use) in pursuit of the business contemplated by this RFP. 15 Provide all "Suspension or Debarment' ReCollect has never been suspended or disbarred from practice. information that has applied to your organization during the past ten years. Table 3: Industry Recognition & Marketplace Success Line Item Question Response* 16 Describe any relevant industry awards or Waste 360 40 Under 40 recognition that your company has received Jenny English, Waste Reduction and Recycling Specialist: in the past five years https://www.waste360.com/business/recollect-systems-english-serves-waste-and-recycling- expert-municipalities Ryan Buhay, Account Executive (Waste Haulers): https://www.waste360.com/fleets- tech nology/recol lect-systems-bu hay-stu mbles-u pon-waste-i nd ustry-ca reer Kelly Millman, Waste Solutions Manager: https://www.waste360. com/business/recol I ect%E2%80%99s-m i I I ma n-ded i Gated-waste- reduction-sustainability Excellence in Recycling from the Michigan Department of Environmental Quality 2017 Won an award for Excellence in Recycling https://recollect. net/blog/recycling-authority-wins-michigan-award-recycling-education- recollect/ Top 10 Citizen Relationship Solution Providers https:Hcitizen-relationsh i p.govciooutlook. com/vendor/recol lect-systems-a-si m ple- costeffective-solution-for-waste-management-cid-279-mid-35. html Carolina Recycling Association Award 2019 Won with City of Greensboro, North Carolina https://www.cra-recycle.org/2019awards/ Carolina Recycling Association Award 2020 Won with Town of Cary, NC http://www.cra-recycle.org/2020awards/ Smart Cities Connect - Smart 50 Awards - 2019 Won with the City of Marietta, GA https:Hspri ng.smartcitiesconnect.org/Smart50Awards/2019AwardRecipients.html Environmental Sustainability Leadership Award - 2018 Won with the RecycleCT Foundation https://nerc.org/news-and-updates/nerc-bu I leti n/d ecem ber-2018#awardwi n ners SWANA 2016 Excellence Award Won with the Regional Municipality of Durham, ON https:Hswana.org/Awards/ExcellenceAwards/2016Winners.aspx 17 What percentage of your sales are to the In our last three years of sales, ninety percent (90%, by volume) have come from governmental sector in the past three years the governmental sector. 18 What percentage of your sales are to the In our last three years of sales, five percent (5%, by volume) have come from the education sector in the past three years education sector. 19 List any state, provincial, or cooperative We do not currently have any state or provincial purchasing contracts and one purchasing contracts that you hold. What is cooperative contract, as seen below: the annual sales volume for each of these Sourcewell: Public Works Communications Technology Contract #041217-RCS contracts over the past three years? Approximate annual sales volumes - 2020: —$700K USD 2019: —$550K USD 2018: —350K USD 20 List any GSA contracts or Standing Offers None. and Supply Arrangements (SOSA) that you hold. What is the annual sales volume for each of these contracts over the past three years? Bid Number: RFP 041521 Vendor Name: ReCollect Systems Inc. DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 Table 4: References/Testimonials Line Item 21. Supply reference information from three customers who are eligible to be Sourcewell participating entities. Entity Name * Contact Name * Phone Number* Southeastern Minnesota Recyclers Exchange Anthony Wittmer 507-328-6737 Charles County Meg Romero 301-932-5656 City of Greenville Kevin Mulligan 252-329-4520 Metro Nashville, TN Sharon Smith 615-862-8715 Table 5: Top Five Government or Education Customers Line Item 22. Provide a list of your top five government, education, or non-profit customers (entity name is optional), including entity type, the state or province the entity is located in, scope of the project(s), size of transaction(s), and dollar volumes from the past three years. Entity Name Entity Type * State / Scope of Work * Size of Transactions Dollar Volume Past Three Province * Years * City of Calgary Government AB - Alberta 1. Collection Calendar 43,870.33 USD 131,611 USD 2. Waste Sorting Game 3. Web App 4. Mobile App City of Austin Government Texas -TX 1. Collection Calendar 43,687 USD 131,061 USD 2. Waste Wizard 3. Appointment Scheduler 4. Special Collection 5. Waste Sorting Game 6. Web App 7. Mobile App Sacramento Government California - CA 1. Collection Calendar 39,696 USD 119,088 USD County 2. Waste Wizard 3. Mobile App 4. Web App Columbus Government Ohio - OH 1. Collection Calendar 30,581 USD 91,743 USD 2. Waste Wizard 3. Web App City of Fort Government Texas - TX 1. Collection Calendar 26,790.66 USD 80,372 USD Worth 2. Waste Wizard 3. Web App 4. Mobile App Table 6: Ability to Sell and Deliver Service Describe your company's capability to meet the needs of Sourcewell participating entities across the US and Canada, as applicable. Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number of workers (full-time equivalents) involved in each sector, whether these workers are your direct employees (or employees of a third party), and any overlap between the sales and service functions. Line Item Question Response* 23 Sales force. We have a dedicated in-house sales force of eight, plus marketing, and assistants. Together, we ensure streamlined procurement for all prospective customers. 24 Dealer network or other distribution We do not employ a dealer network or other distribution methods. methods. 25 Service force. We have a dedicated in-house service force of eleven which consists of both technical support and customer success professionals. Our technical support group is composed of product and data experts that support all technical aspects of ReCollects Services. While our Customer Success group has deep knowledge of the solid waste and recycling industry and assists our customers in maximizing the value of their investment in ReCollect's products. Together our Service Force has an amazing customer rating average of 9.8 out 10. 26 Describe in detail the process and A) Implementation Process - Bid Number: RFP 041521 Vendor Name: ReCollect Systems Inc. DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 procedure of your customer service During the implementation process, the customer will be assigned a dedicated program, if applicable. Include your Customer Success Manager. This person will liaise between our customer and the response -time capabilities and ReCollect team to ensure their suite of tools are successfully launched. An commitments, as well as any incentives implementation plan is leveraged and an estimated schedule is drafted prior to kick - that help your providers meet your stated off. service goals or promises. During the kick-off meeting, this plan is described to the customer project team and timelines are agreed upon or adjusted. Responsibilities and dependencies are clearly defined. All deliverables required from the Agency for solution configuration are described. After the kick-off, ReCollect provides a detailed list of the deliverables right inside the Admin Portal. ReCollect conducts quality assurance testing on every product setup built. ReCollect then requires User Acceptance Testing (UAT) by the customer. The first tutorial is conducted in order for the Agency to conduct this UAT. Once the tools are launched, ReCollect provides ongoing support, 12 hours a day (7 am to 7 pm PT), five days a week to both residents and our customers. ReCollect Staff continuously monitor the usage of the tools, and will have regular check -ins with customers. Critically, ReCollect staff will offer suggestions around how to increase adoption and improve communications based on insights gathered from hundreds of other deployments and ReCollect administrators. We also hold regular webinars with our customers where strategies for success are shared. The dedicated ReCollect Customer Success Manager (CSM) will take the customer through these phases as follows: 1. Adoption - The focus of this phase is to help the Agency promote the new digital communication tool to the Agency's residents. The steps during this phase are: a) Promotion planning - with a bountiful library of promotional templates and examples, the CSM will start by showing a wide range of tactics - from Facebook and bus shelter ads, to press releases and bin stickers. Based on what the agency is motivated by and what they know Residents will be attracted to, the CSM delivers a tailored Communications Plan complete with templates for ease of use. b) Check -in calls - one at approximately one month after production implementation, the other approximately 6 months after launch. c) What's covered during these check -ins - Metrics analysis to learn what tactics are working and setting benchmark adoption rates based on data from other municipalities similar to the Agency - same size, similar resources, etc. so it's realistic. ReCollect's library of promotional templates and examples are always available to the Agency and as new innovative tactics are created, they are announced and shared by email to ReCollect customers. 2. Education - Once Residents are using the tool and adoption growth is on pace, ReCollect continues to analyze metrics and prove goal achievement, but the focus shifts to education topics. ReCollect's system provides you with detailed metrics around resident interactions. These metrics are used to help drive data -driven decisions with the goal of moving the needle around your key performance indicators. 3. Program Change - While program changes can happen at any point in the Agency's journey of using the ReCollect product, ReCollect customers tend to have learned what program changes they should make based on the data they're learning from the app. ReCollect has encountered all kinds of program changes, from introducing an Organics Program, switching to an every other week collection schedule, to changing the local school outreach program or introducing a Curbside Audit. ReCollect Customer Success Managers have a wealth of knowledge to share on learnings about what to avoid, what to expect, what to consider, and want to be an expert invited to the planning stages and help the Agency make great decisions. 4. Final Acceptance - Final acceptance is mutually defined at the end of each phase of the project and continually advanced throughout the duration of the contract. B) Training - We provide administrator training and support from the moment we launch our products. For every new customer, we facilitate a tutorial about behind -the -scenes features and how best to: Create events Manage and update solid waste calendars Create education campaigns Bid Number: RFP 041521 Vendor Name: ReCollect Systems Inc. DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 Create service alerts Manage the waste wizard behind the scenes, and Manage mobile app content and read reviews Analyze dashboard metrics across all products In addition to our formal training program, customers are welcome to contact us at any time about challenges they experience using ReCollect technology. We support customer development by conducting webinars, writing content, and sharing useful information about waste management and communications right in our very own ReCollect Academy. We have also helped customers apply and win communication awards. C) Ongoing Support - AII of our service support is directly handled by ReCollect. Our customer team supports both our customers and end -users 12 hours a day (7 am to 7 pm PT), five days a week. ReCollect also provides 24/7 uptime and performance monitoring, and ongoing development to keep improving our products and services. Customers can contact us at any time using our support email and end -users can submit directly from the app. Some end -user requests are appropriate for the city to respond to, for example, missed collection requests. Those, we immediately forward to the appropriate city contact. ReCollect investigates any technical support requests that are not related to service critical incidents as soon as possible and responds to the customer by the end of the second business day after the request is made with a resolution or confirmation that the request has been forwarded to the appropriate person for resolution. D) Reports - Each month, ReCollect automatically generates reports which are emailed to customer administrators. These reports feature a number of key metrics that provide insight into the adoption, uptake and active use of ReCollect. Our reports are not a superficial treatment that merely provides download statistics. Metrics are deeply integrated for our whole platform. We help you understand what content is popular, how and where you are communicating, how many people are actively using your products week -by -week and many other helpful metrics. Customer administrators can also generate detailed week -by -week breakdown reports at any time by accessing ReCollect admin dashboards. These reports can be exported to Excel with a single click. ReCollect has a comprehensive dashboard with real-time reports that are available to staff that becomes ReCollect administrators (those with access to make changes to the tools). This dashboard is available 24 hours a day from work and home. These stats include: Metrics Measured by Each Product: Collection Calendar - How many residents look up their collection schedule How many residents sign up for reminders The distribution of reminders by type (email vs. SMS vs. iCal, etc...) The distribution of reminders by route (are their routes with low or high uptake) and many other stats Waste Wizard - - What are the most looked up items over the 14 days, 1 month, 3 months, 6 months and all-time (since launch) - What are the most looked for items that ARE NOT in the wizard, broken down over the last 14 days, 1 month, 3 months, 6 months and all-time (since launch). - See most looked -for depots and other stats. Special Collection - How many requests were created? How many requests were canceled? How many items scheduled for pickup? What days are most popular? What time of day is most popular by day of the week? How many items are requested at a time? What are the most popular items, and what are the top items that are canceled? Waste Sorting Game - - What materials are most misunderstood and how? E) Problem Solving - Should our customer not receive the support required, they are welcome to contact the Director of Customer Success directly or any of the Executive team. In addition, we love feedback and new ideas and will look for ways to incorporate new ideas for Bid Number: RFP 041521 Vendor Name: ReCollect Systems Inc. DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 new features into our product roadmap — the product you see today results in part from the hundreds of conversations we have with customers, existing and prospective, every year. 27 Describe your ability and willingness to Many ReCollect staff and many of our customers are located in the United States. provide your products and services to As such we are happy to provide Sourcewell procurement to new customers and Sourcewell participating entities in the current customers looking to renew. Currently, we have 85 active and happy annual United States. customers that utilize ReCollect via our Sourcewell contract within the United States. 28 Describe your ability and willingness to Many ReCollect staff and many of our customers are located in Canada. As such provide your products and services to we are happy to provide Sourcewell procurement to new customers and current Sourcewell participating entities in Canada. customers looking to renew. 29 Identify any geographic areas of the United ReCollect products are appropriate for all regions within the United States and States or Canada that you will NOT be Canada. No other cooperative purchasing contracts limit our ability to promote a fully serving through the proposed contract. contract with Sourcewell. 30 Identify any Sourcewell participating entity ReCollect is willing and capable of serving all Sourcewell participating entity sectors sectors (i.e., government, education, not -for- including government, education, and not -for -profit organizations across all of Canada profit) that you will NOT be fully serving and the USA. We currently serve all of these sectors and regions. through the proposed contract. Explain in detail. For example, does your company have only a regional presence, or do other cooperative purchasing contracts limit your ability to promote another contract? 31 Define any specific contract requirements ReCollect currently provides services within Alaska, Hawaii, and Gaum. or restrictions that would apply to our We are not constrained by geography and no specific contract requirements or participating entities in Hawaii and Alaska restrictions would apply to customers in Hawaii or Alaska. and in US Territories. Table 7: Marketing Plan Line Item 32 Question Describe your marketing strategy for promoting this contract opportunity. Upload representative samples of your marketing materials (if applicable) in the document upload section of your response. Response* Our marketing strategy showcases the success of our customers and aligns our products as tools they leverage to overcome their challenges. Our demand generation programs cover a wide range of areas including, but not limited to success stories, webinars, email marketing, paid advertising (publications, Google AdWords), referral marketing and content marketing. In our marketing collateral, we aim to showcase Sourcewell as a reputable and established partner that helps organizations more easily procure our products. Announcement of Sourcewell Contract - In the event of a Sourcewell contract, ReCollect will send an announcement to all customers and prospects outlining the benefits of working with Sourcewell in a cooperative purchasing arrangement. Collaboration with Sourcewell - We will work with Sourcewell to work on the best language and find best practices, including identifying together the best metrics of success for Sourcewell marketing. Trade Shows - Trade shows are a great way for our sales and marketing team to reach out to prospects, test what works, and identify changes within the industry. At trade shows, we do more than sit behind a booth. Because there are always at least two of us there, one of us will network with customers, chat with industry leaders, and ultimately meet with prospects. When the trade show has ended, we follow up with contacts made to either learn more about their challenges and check in with customers. 3-5 Trade Shows per year Sourcewell documentation at the booth Sourcewell mentioned in fact sheet Sourcewell mentioned in case studies regarding procurement Market research at trade shows for future messaging Referrals and Testimonials- ReCollect's proudest statistic is our exceptionally high renewal rate. This, coupled with our A+ testimonials, means that we receive many of our new prospects from referrals. We also work with recently launched customers to elicit referrals for nearby prospects. Our products work best when neighboring regions all use them - this constellation strategy has been a successful one for us. Collateral explaining Sourcewell to customers Collateral for customers to share with neighboring cities and regions about Sourcewell Bid Number: RFP 041521 Vendor Name: ReCollect Systems Inc. DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 33 Describe your use of technology and digital data (e.g., social media, metadata usage)to enhance marketing effectiveness. Newsletter - Our e-newsletter marketing campaigns are sent to relevant actors in the field. We send different campaigns to different segments of our contacts to either let them know that we're attending a conference near them, tell them about a new product or service or keep in touch if a sale has been put on hold. - In our drip campaign, a newsletter to new prospects about procurement and Sourcewell Web Properties - Our web properties are targeted to cities with one goal in mind: to have prospects contact us for more information. We believe that when cities can discuss their challenges with us on their terms, they can learn about the benefits of ReCollect in a way that serves them best. It is important to us that a match be made between what the city needs and what we can provide. Our web copy serves as a fact sheet for what we provide and entices prospects to talk to us about what they need. However, it also serves as a filter for prospects who might be looking for something else. This, coupled with the initial phone call we have with prospects, ensures that prospects are excited to move forward with the sales process. A landing page dedicated to procurement and Sourcewell Sourcewell logo on our homepage and product pages Paragraph about Sourcewell in "about" section Renewals - Many of our customers, including hundreds of municipalities, are Sourcewell eligible. Every 36 months we renew with a new deal. ReCollect has a strong track record of customer retention and we expect many of the renewals to be streamlined thanks to Sourcewell. Our plan is to leverage the Sourcewell contract for renewals. Some are already using our tools through our partner, Cascade Engineering, thanks to their Sourcewell contract. - A Sourcewell contract gives ReCollect a great reason to return to customers with an easier way to renew - Collateral explaining the benefits of Sourcewell to customers Printed Marketing Materials - ReCollect will produce and maintain full -color print advertisements in camera-ready electronic format, including company logos and contact information to be used in the Sourcewell directory and marketing publications. We will also maintain fact sheets and case studies, and informational materials. For examples of these, please see Appendices A, B, and C. We would be pleased to work with Sourcewell to create more marketing materials as our relationship evolves. Contract Announcements and Advertisements - ReCollect provides a public relations and announcement package to all new customers. In this, we will include language, print, and digital materials about Sourcewell as appropriate. Our marketing strategy focuses on educating our target market. Our blog is regularly updated with industry best practices and important education we learn and share from our customers. Our newsletter, over 13,000 subscribers strong, provides timely industry news, strategies and tips for our target audience. We spend much of our marketing efforts delivering education and building meaningful conversations with Governmental and Educational Institutions via hosted email marketing, hosted webinars, and newsletter. Our web properties and owned media (our website, social media accounts, publisher accounts) are full of information about what we provide and how to contact us. All of our owned media is fully optimized for SEO, usability and the customer experience. In addition to core SEO (keywords, title tags, meta descriptions, alt tags, etc) we utilize metadata extensively across our website (and all properties), fully utilizing rich snippets, the knowledge graph and social metadata. Bid Number: RFP 041521 Vendor Name: ReCollect Systems Inc. DocuSign Envelope ID: D2AD1312F-Dl3E5-412C-l3A6D-FA8FE1 D2D932 34 In your view, what is Sourcewell's role We do not have any expectation that Sourcewell will be promoting ReCollect or its in promoting contracts arising out of products. It is our perspective that the responsibility falls upon us to make the most out of this RFP? How will you integrate a our Sourcewell contract. Sourcewell-awarded contract into your sales process? Currently, we promote our active SourceWell contract on all of our web pages and have a dedicated Sourcewell webpage : https://recollect.net/sourcewell/ ReCollect is keen to make Sourcewell the primary approach to purchasing ReCollect - asking if a prospect is, or could quickly become, a member is the first question our sales team asks a qualified lead. Critically, our sales team is already trained on how Sourcewell works and has experience discussing it with clients. As a result, it is already integrated into our sales process. A new Sourcewell award would just increase the priority we would assign Sourcewell in our process. In addition, we have been working with our communications and marketing team to create an outreach strategy to our --13,000 member prospect list - including many prospects in Canada - suggesting that they consider Sourcewell as a vehicle to facilitate procuring ReCollect and other products. 35 Are your products or services Due to the consultative approach to ReCollect's sales process, our products are not available through an e-procurement available through an e-procurement ordering process. ordering process? If so, describe your e-procurement system and how governmental and educational customers have used it. Table 8: Value -Added Attributes Line Item Question Response* 36 Describe any product, equipment, Training - maintenance, or operator training Training is included as part of all ReCollect products. Specifically, all customers are programs that you offer to provided detailed training, guided by ReCollect's skilled customer success staff. Each of our Sourcewell participating entities. customer success staff has worked in the solid waste industry, many for municipalities, Include details, such as whether before their roles at ReCollect, so they are acquainted first-hand with the challenges our training is standard or optional, customers face. In these training sessions, our customers learn to use all of ReCollect's who provides training, and any product features. This is a standard launch procedure, and we encourage participation by costs that apply. keeping the training short, engaging, and relevant. ReCollect Academy - Customers are also able to access a large library of resources, such as product announcements, on -demand webinars, success stories, promotional assets, and many more inside the ReCollect Academy. This is a constantly growing resource that is provided to all ReCollect customers. Community of Practice Webinars - ReCollect offers regular "Community of Practice" webinars in which customers learn about best practices when implementing and using ReCollect products, as well as other ways to enhance public education and communications. Customers can also actively participate in these webinars by being a co -host or asking questions, should they choose. All training costs are included within our Success Packages. Bid Number: RFP 041521 Vendor Name: ReCollect Systems Inc. DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 37 Describe any technological As a software company, ReCollect's entire offering consists exclusively of technological advances that your proposed advances to help manage the process of solid waste and recycling communications products or services offer. programs. ReCollect is constantly expanding and growing not only its product offerings but also makes ongoing and consistent upgrades to existing products and features. ReCollect's technology offerings include the following benefits: 1. Eliminates the need to print collection calendars by allowing residents to get notifications about their schedules. Residents can custom print a personalized calendar if they need it. 2. Large printed recycling guides are eliminated with ReCollect's Waste Wizard. This database can support a large number of materials, provides detailed information on how to dispose of the materials, and is available anytime, anywhere (with an internet connection). 3. Educational outreach is complemented by the Waste Sorting Game, which tracks gameplay data and provides educators with more information, helping cities focus their resources on other projects. 4. Reduces service issues such as missed collections or broken bins. Issues can be resolved and tracked via web interface or an automated call -in system. 5. Similarly, requests to collect oversized or special collection items no longer require phone calls but are fully online and mobile -enabled. 6. All ReCollect services are hosted on ReCollect's servers and do not require IT resources for installation, to run services, or for ongoing maintenance. 7. ReCollect's team of data experts allows ReCollect tools to connect and to and report back to pre-existing systems, such as call center software. GIS, routing software, and service request systems are just a few of the systems ReCollect has integrated with. 8. Access to information via Voice Assistant devices. Today, ReCollect's Waste Wizard can be configured to be accessed via voice assistance such as Alexa. ReCollect's most important technological advance is that we rapidly improve services and products for clients on a continuous basis. ReCollect deploys new code on a daily basis and security patches, performance improvements and new features regularly. As a result, ReCollect customers receive a steady stream of technological advances. 38 Describe any "green" initiatives ReCollect Systems is a technology company that combines deep expertise in solid waste that relate to your company or to and recycling with technology that works for government, education, and not -for -profit your products or services, and organizations. Our team is composed of leaders in public policy, recycling and solid waste include a list of the certifying communications, behavior change, and technology. agency for each. Being "green" is our mission. We seek to reduce the environmental footprint of everyday people by increasing recycling and reducing waste and contamination. 39 Identify any third -party issued eco- labels, ratings or certifications that your company has received for the equipment or products included in your Proposal related to energy efficiency or conservation, life -cycle design (cradle -to -cradle), or other green/sustainability factors. We also pride ourselves on helping move cities eliminate printed flyers and calendars for residents. To date our tools have prompted numerous clients to forgo flyer -based marketing campaigns, eliminating millions of printed flyers in North America over the past several years. Further, ReCollect has been a digital -first and remote -based company since its inception over eight years ago. Our remote work policies have greatly reduced vehicle travel, printing, and other environmental costs. Finally, our company's "green team" looks for ways to further reduce company waste. Our company does not have any third -party issued eco-labels, ratings or certifications. Bid Number: RFP 041521 Vendor Name: ReCollect Systems Inc. DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 40 Describe any Women or Minority As a Canadian organization, these accreditations are not applicable to ReCollect. However, Business Entity (WMBE), Small at ReCollect inclusion is very important, both within our organization and in respect to the Business Entity (SBE), or veteran products we build. owned business certifications that your company or hub partners All of our products are built with a focus on digital accessibility. Specifically, we ensure our have obtained. Upload tools can be accessed by everyone regardless of barriers, such as visual, hearing, motor or documentation of certification (as cognitive impairments. To facilitate this we focus on compliance with Section 508 of the applicable) in the document US Rehabilitation Act (www.section508.gov). upload section of your response. Every year ReCollect hires an external auditor to conduct an accessibility review of our products to ensure compliance with section 508. The software development team must then complete all recommended changes to receive a conformance report. This process represents a significant investment by ReCollect and is an expression of our commitment to equitable access to our tools. To this point kindly find attached the following documents: 1. ReCollect's Diversity Policy 2. Accessibility Conformance Report 41 What unique attributes does your When you think of your favorite websites and mobile apps they are almost always consumer - company, your products, or your facing. They are beautiful, easy to use, and constantly updated. ReCollect has a record of services offer to Sourcewell delighting both our customers and our users by providing this in the municipal/education participating entities? What makes space. In this way, ReCollect brings the reliability and innovation often found in the your proposed solutions unique in consumer tech space to government. your industry as it applies to Sourcewell participating entities? ReCollect also brings a level of customer service unheard of in the software space. We are regularly told by customers that we are their favorite vendor. This is in part because our tools work beautifully (all of our development staff come out of silicon valley companies), but it is also because we combine deep expertise in solid waste (all of our customer success staff have worked in local government) and we have a strong vision of where our customers need to get to (our founders includes some of the leading thinkers in the civic tech space - see David Eaves, who lectures at the Kennedy School of Government at Harvard University on technology and government). Finally, ReCollect is unique in that it is one of the few players in the technology space that put our customers, their rights as data owners, and their reputation, before ourselves. It is for this reason that every government agency that procures tools from ReCollect owns their own brand and information associated with their unique service. Local residents can trust that the information within the application is accurate when it comes from the city or county itself. ReCollect isn't trying to disintermediate the relationship between city and citizen; our tools are helping make it stronger. Bid Number: RFP 041521 Vendor Name: ReCollect Systems Inc. DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 Table 9: Warranty Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document upload section of your response in addition to responding to the questions below. Item Question Response* 42 Do your warranties cover all products, parts, and Yes, our warranties cover all products, parts, and labor. Our warranties labor? impose no usage restrictions or other limitations. The following is an excerpt from our service agreement in respect to ReCollect's warranty: - ReCollect shall ensure its servers are monitored at all times, and take immediate remedial action if its servers are down or use of the ReCollect Services is otherwise unavailable. - ReCollect shall grant the Licensee one month of free service should the Service experience downtime of more than 10 hours in a month, other than planned downtime for reasons of maintenance. ReCollect shall give the Licensee 72 hours' notice in advance to any planned downtime, and such downtime will be scheduled during off-peak times of the week, no more than 8 hours per month. ReCollect's complete Standard Software Service Agreement (including all warranty details) has been uploaded to the warranty section of this submission. 43 Do your warranties impose usage restrictions or Our warranties impose no usage restrictions or other limitations. other limitations that adversely affect coverage? 44 Do your warranties cover the expense of Yes, ReCollect's warranties cover the expense of technicians. This is technicians' travel time and mileage to perform especially the case because we are an in-house hosted solution and do not warranty repairs? require travel for repair or upkeep. 45 Are there any geographic regions of the United ReCollect can service all geographic regions within North America, with no States or Canada (as applicable) for which you restrictions. All services are provided virtually via telephone and internet. cannot provide a certified technician to perform warranty repairs? How will Sourcewell participating entities in these regions be provided service for warranty repair? 46 Will you cover warranty service for items made by ReCollect's warranty is exclusive to the products sold by ReCollect Systems other manufacturers that are part of your proposal, Inc. or are these warranties issues typically passed on Ito the original equipment manufacturer? 47 What are your proposed exchange and return Exchanges are handled on a case by case basis and we treat all returns programs and policies? based on the termination language outlined in the Software Service Agreement. Our default language allows for the termination of the agreement at the expiration. Alternatively, either party may terminate the agreement, if the other party materially breaches this Agreement and such breach: 1: is incapable of cure; or 2: being capable of cure, remains uncured 30 days after the non -breaching party provides the breaching party with written notice of such breach. ReCollect's complete Software Service Agreement (including all termination details) has been uploaded to the warranty section of this submission. 48 Describe any service contract options for the All customer success, customer service, technical support, and resident items included in your proposal. support costs are included in the cost of ReCollect's software as a service products (all products in this proposal). We are open to modifying part of any service contract should the need arise. Bid Number: RFP 041521 Vendor Name: ReCollect Systems Inc. DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 Table 10: Payment Terms and Financing Options Line Item Question Response* 49 What are your payment terms (e.g., net 10, net 30)? Payment terms are Net 30 with annual invoicing; however, we are flexible with these terms depending on customer requests. 50 Describe any leasing or financing options available for use ReCollect's standard financing practice is to invoice annually by educational or governmental entities. although we are flexible and can accommodate requests for alternative invoicing schedules. 51 Briefly describe your proposed order process. Include All orders are directly processed by ReCollect. An order will be enough detail to support your ability to report quarterly documented via ReCollect's Standard Service Agreement which will sales to Sourcewell as described in the Contract template. reference ReCollect's Sourcewell contract and applicable terms and For example, indicate whether your dealer network is conditions. included in your response and whether each dealer (or some other entity) will process the Sourcewell participating The order will be considered complete upon joint signature of the entities' purchase orders. Service Agreement. All agreements that have been executed via Sourcewell will be tracked through ReCollect Customer Relations Management (CRM) Software. We report sales quarterly to our executive team and will be able to replicate data for Sourcewell. 52 Do you accept the P-card procurement and payment Yes, we accept P-card procurement and payment processes. process? If so, is there any additional cost to Sourcewell participating entities for using this process? Table 11: Pricing and Delivery Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract as desribed in the RFP, the template Contract, and the Sourcewell Price and Product Change Request Form. Line Item Question Response 53 Describe your pricing model (e.g., line -item discounts or Kindly find a detailed SKU-based price list as a PDF and .xlsx file product -category discounts). Provide detailed pricing data uploaded to the pricing upload section. This price list shows list (including standard or list pricing and the Sourcewell price and Sourcewell preferred pricing for all products included as discounted price) on all of the items that you want part of this RFP submission. Sourcewell to consider as part of your RFP response. If applicable, provide a SKU for each item in your proposal. ReCollect's main product offerings are structured as Software as a Upload your pricing materials (if applicable) in the Service(SaaS) which bases pricing around all-inclusive subscription document upload section of your response. fees. We include service, support, maintenance, language localizations, and update costs into one single and consistent annual cost. The attached list pricing is population -based and structured around a 12-month agreement. Sourcewell pricing is discounted by 5%. Further, Sourcewell members will receive additional bundled discounts when multiple products are purchased. Specifically, we will provide an additional 10% bundle discount for 2-products, 15% bundle discount for 3-products, and a 20% bundle discount for 4 or more products purchased at the same time. Kindly see attached Spreadsheet. All ReCollect products require the purchase of our essential success product. We are pleased to waive the fee for this product for all Sourcewell members. As such, the Hotlist discount for the Essential Success package is 100%. We are comfortable providing significant discounts due to the efficiencies found working via Sourcewell. This will result in significant savings for Sourcewell members and will maintain both the value of our product and the sustainability of our pricing model. Bid Number: RFP 041521 Vendor Name: ReCollect Systems Inc. DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 54 Quantify the pricing discount represented by the pricing Sourcewell's discount presented in this response reflects between a proposal in this response. For example, if the pricing in 10% to 35% discount. These discounts will include a standard 5% your response represents a percentage discount from product discount, waived fees for ReCollect's Essential Success MSRP or list, state the percentage or percentage range. package, and bundled discounts that can range between 10% and 20%. These significant Sourcewell member discounts reflect the procurement cost savings associated with ReCollect's customer acquisition cycle, as well as a strategic financial incentive for customers to use Sourcewell's cooperative purchasing agreement. 55 Describe any quantity or volume discounts or rebate Sourcewell members will receive additional bundled discounts when programs that you offer. multiple products are purchased. Specifically, we will provide an additional 10% bundle discount for 2-products, a 15% bundle discount for 3-products, and a 20% bundle discount for 4 or more products purchased at the same time. 56 Propose a method of facilitating "sourced" products or ReCollect will quote "sourced" products on a case -by -case basis if related services, which may be referred to as "open and when it is mutually beneficial to the Sourcewell member and market" items or "nonstandard options". For example, you ReCollect. may supply such items "at cost" or "at cost plus a percentage," or you may supply a quote for each such request. 57 Identify any element of the total cost of acquisition that is There are NO additional charges associated with ReCollect NOT included in the pricing submitted with your response. products and services. This includes all additional charges associated with a purchase that are not directly identified as freight or shipping charges. For example, list costs for items like pre - delivery inspection, installation, set up, mandatory training, or initial inspection. Identify any parties that impose such costs and their relationship to the Proposer. 58 If freight, delivery, or shipping is an additional cost to the ReCollect's products are provided as Software as a Service. We Sourcewell participating entity, describe in detail the host our products on internet servers and therefor there are no complete freight, shipping, and delivery program. shipping and delivery program. Training is provided via the web and phone. 59 Specifically describe freight, shipping, and delivery terms or There is no different shipping or delivery procedure for territories programs available for Alaska, Hawaii, Canada, or any outside of the Continental USA. offshore delivery. 60 Describe any unique distribution and/or delivery methods or Software as a Service is an increasingly popular delivery method options offered in your proposal. for software products. Instead of buying and installing a software product using a compact disk or a visiting company representative, the customer subscribes to a service via the internet. This offers a number of advantages to the customer: - Updates and improvements to the service are continually made throughout the year. The customer never has to re -install the software to receive the updates. - Our customer support exceeds expectations thanks to our constant up -time and network availability. - Any installation cost is waived and included in the annual subscription fee. - All iOS and Android updates (an inevitability with mobile applications) are accounted for as they happen. The software will never be left behind. Table 12: Pricing Offered Lire The Pricing Offered in this Proposal is: * Comments 61 c. better than the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing departments. Bid Number: RFP 041521 Vendor Name: ReCollect Systems Inc. DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 Table 13: Audit and Administrative Fee Line Item Question Response* 62 Specifically describe any self -audit process or program that you ReCollect will retain and make available to Sourcewell all plan to employ to verify compliance with your proposed Contract order and invoicing documentation related to purchases that with Sourcewell. This process includes ensuring that Sourcewell Members make from us under the awarded contract. participating entities obtain the proper pricing, that the Vendor ReCollect's customer relationship management system (CRM) reports all sales under the Contract each quarter, and that the tracks the contracting vehicle for all contracts the company Vendor remits the proper administrative fee to Sourcewell. closes. This field is required to be completed for the CRM to process an order. As a result, the sales team must mark if a deal is leveraging the Sourcewell in order to complete their process. Once a deal is marked as leveraging Sourcewell and is closed, this triggers the creation of both: a) an automatic notification for our finance team, and b) a to-do for a member of the finance team at the end of each quarter to confirm the deal with ReCollect's Sourcewell contact. These two items ensure that this process provides us with an audit trail so we can review all new deals, submit an accurate report and payment to Sourcewell at the end of each quarter. 63 Identify a proposed administrative fee that you will pay to ReCollect would pay Sourcewell an administrative fee of 3% Sourcewell for facilitating, managing, and promoting the Sourcewell of the value of any contract it reaches with a member who Contract in the event that you are awarded a Contract. This fee procures via our shared cooperative purchasing agreement. is typically calculated as a percentage of Vendor's sales under the Contract or as a per -unit fee; it is not a line -item addition to the Member's cost of goods. (See the RFP and template Contract for additional details.) Table 14A: Depth and Breadth of Offered Equipment Products and Services Line Item 64 Question Provide a detailed description of the equipment, products, and services that you are offering in your proposal. Response* Below is a high-level overview of our products. Detailed information is included in the Product Portfolio attached as an extra document to this submission. Collection Calendar (SWR-PRD-CAL-STD) Allows people to view their collection schedule online, and subscribe to email, phone, Twitter or text message collection day reminders. Residents can also print or add the calendar to their personal digital calendars. Your department can send messages to residents to help them recycle right or to notify of a collection delay. The Collection Calendar can be used on its own, or integrated with ReCollect's Waste Wizard. Like all our products, it is available on the web in a mobile - responsive format, and in a mobile app. Event Calendar (SWR-PRD-CAL-EVT) People can see upcoming events at locations, such as Household Hazardous Waste drop-off events. People can also get reminders of upcoming events, get notified of any cancellations or long lines at events, and view important information, such as changes to location hours or any other relevant information. Waste Wizard (SWR-PRD-WIZ-STD) The Waste Wizard tells residents what goes in what bin. This directory has the best - in -class search tool with predictive search and synonym detection. All the information in the directory represents local guidance, including maps to local depots. As with all our products, the analytics from this tool help in communication efforts. Multi -Community Waste Wizard (SWR-PRD-WIZ-MUL) The Multi -Community Waste Wizard has the same functionality as our Waste Wizard but allows for different rules between more than one community. Special Collection (SWR-PRD-COL-STD) Residents can request for large or other special items to be collected. They communicate directly with the city to schedule a time, learn about requirements, and if mandated, pay the city, through this application. We integrate with all leading scheduling and routing systems. If you don't have a system for scheduling collections, we can provide that too. Like our other tools, the Special Collection app Bid Number: RFP 041521 Vendor Name: ReCollect Systems Inc. DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 integrates with all other city ticketing software. Appointment Scheduler (SWR-PRD-APT-STD) Residents can schedule an appointment time for a depot event, typically household hazardous waste or electronics disposal events. Appointments can be restricted to specific addresses, by the number of appointments per day, and other useful restrictions. All requests can be downloaded in a report and are viewable inside the admin dashboard, allowing for easy resource management for the appointment windows. Curbside Audit Tool (SWR-PRD-CAT-STD) Cities are able to conduct visual waste audits in the field through a staff -only mobile portal. Field workers can measure things such as contamination levels, program participation, or the number of bags/bins out. All data is sent back to the dashboard in real-time allowing for progress monitoring. Waste Sorting Game (SWR-PRD-GAM-STD) The Waste Sorting Game teaches residents how to recycle right locally. All the graphics including the city background, the bins, the branding, and the depot names are made for your city. As with all our tools, it is available on all modern browsers both on desktop computers and mobile phones. Online Payments (SWR-PRD-PAY-STD) An online store appears directly on ReCollect web and mobile apps. People can place select items or services from a list, pay for them online, and receive a confirmation email. Platform: Website Tool (SWR-OPT-WEB-STD) All of our tools are available for your city website. They are easy to place as part of your recycling web pages and even your Facebook page. When you subscribe to any of the four tools listed above, you will receive two lines of code to place in your design. When it's launched, the web app will match your organization's style and brand. Residents will see a cohesive, city -owned web page. Platform: Mobile App (SWR-OPT-MOB-STD) This mobile app can have any combination of the tools above, and will belong entirely to your city. When your residents search for your city's recycling app in their app store, they will be able to download it for free. If your city has an app, our tools can integrate with what you have. Either way, your residents will be using an entirely city -branded service. Text Messaging (1,000 Subscribers) (SWR-OPT-SMS-131K) People can receive reminders and alerts via text messages. ReCollect's text messaging service complies with telecommunication industry anti-spam regulations. Voice Assistant (Alexa) (SWR-OPT-VOI-STD) Residents can ask Alexa to look up how to dispose of items after a skill name is enabled. People are provided spoken recycling instructions that are short and optimized for the voice assistant. Success Packages (SCS-PKG-ESS, SCS-PKG-ENH, SCS-PKG-PLA) ReCollect provides three tiers of packages depending on a customer's support and other needs. The first tier includes 20 ReCollect staff hours per year, the middle tier includes 60 hours of work, and the top tier includes 80 hours of work. Additionally, most requests are completed within 15 business days for the first and middle tiers, and 4 business days for the top tier. The top tier also includes one integration with a third party platform, such as a ticketing system. Data Transformation Services (SCS-PKG-DTS) ReCollect provides an additional service that can help transform calendar address data for customers that need more help to use their date with ReCollect's tools. This service provides data cleansing, formatting, merging, and includes up to 15 hours of work to set up an automated connector for data transfer. Premium Languages (LNG-PRM-FRE, LNG-PRM-SPA) All public -facing products are automatically translated into Spanish or French by multi- lingual human translators. Attached under Additional Documents is our Product Portfolio that highlights the details of all of our products within the Sourcewell catalog. 65 Within this RFP category there may be Not applicable. (None) subcategories of solutions. List subcategory titles that best describe your products and services. Bid Number: RFP 041521 Vendor Name: ReCollect Systems Inc. DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 Table 14113: Depth and Breadth of Offered Equipment Products and Services Indicate below if the listed types or classes of equipment, products, and services are offered within your proposal. Provide additional comments in the text box provided, as necessary. Line Category or Type Offered * Comments 66 Residential -sized refuse and recycling containers, r Yes ReCollect's Collection Calendar (SWR-PRD-CAL-STD) and collection bins, dumpsters, and carts of principally r No Waste Wizard (SWR-PRD-WIZ-STD) offer detailed information non-metallic composition associated with the collection and proper disposal of materials in Residential -sized refuse and recycling containers. Further, the Waste Sorting Game (SWR-PRD-GAM-STD) game-ifys proper disposal in Residential -sized refuse and recycling containers for recycling education of children and adults. 67 Commercial and institutional -sized refuse and r Yes ReCollect's Collection Calendar (SWR-PRD-CAL-STD) and recycling containers, collection bins, dumpsters, and r No Waste Wizard (SWR-PRD-WIZ-STD) offer detailed information carts of principally non-metallic composition associated with the collection and proper disposal of materials in Commercial and institutional -sized refuse and recycling containers, collection bins, dumpsters, and carts. Further, ReCollect's Special Collection product (SWR-PRD-COL-STD) can streamline extra tip requests. 68 Lift and tipping solutions for stationary carts and r Yes ReCollect's Special Collection product (SWR-PRD-COL-STD) dumpsters r No can streamline extra tip requests while our Waste Wizard tool (SWR-PRD-WIZ-STD) provides guidance on the type of materials that may be disposed of in stationary carts and dumpsters. 69 Technology solutions related to the management of, r Yes ReCollect Systems is a technology provider by definition. All of or planning for, collection of refuse and recycling r No our products have been built with the focus of providing materials from containers of the type described in technology solutions related to the management, planning, RFP Section 1. a - b. communications and collection of refuse and recycling materials. Table 15: Industry Specific Questions mLiQuestion Response* Ite70 If you are awarded a contract, provide a We rely heavily upon metrics of success to maintain our contracts, it is measurable few examples of internal metrics that will evidence they are receiving value. We have a 99%+ customer retention rate, which be tracked to measure whether you are we attribute some of this success to our ability to prove value through metrics. We having success with the contract. have metrics based on specific products, as indicators of adoption and user satisfaction, for example: 1. Total Number of Mobile Downloads 2. App Ratings and Reviews from the Google and Apple stores 3. Total Number of Collection Day Reminders, by Reminder Type 4. Total Number of Waste Wizard Views All are measured as a total number, as a percentage of total households, are charted over time, and are benchmarked against like communities. Bid Number: RFP 041521 Vendor Name: ReCollect Systems Inc. DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 71 Describe your organization's approach to the collection, storage, usage, ownership, and rights of customer data that is gathered in the normal course of business. We only keep data that is necessary to provide our service. We do not share data with any third parties. We collect and store customer data only as required. All user data is owned by the user, not by ReCollect. Thus, the user and customer have the right to their own data, even if it is created by ReCollect within ReCollect products. Please see the following excerpt of our privacy policy (https://policy.recollect.net/privacy: "Information that is gathered from visitors - In common with other websites, log files are stored on web servers, saving details such as the visitor's IP address, browser type, referring page and time of visit. For reminders, the subscriber's contact information, location and contact details will be stored on a server. How the information is used - The ReCollect service is operated by ReCollect Systems Inc. You are not obligated to provide any personal information in order to use the service. Any information submitted is used to provide the reminder service and to enhance the subscriber's experience when using the website by displaying personalized content. Email addresses will not be sold, rented or leased to third parties. Email may be sent to inform you of news of related services offered by our clients. Where the information is stored - AII personal information collected for the purposes of ReCollect reminders is transmitted securely and only stored on ReCollect Systems Inc. servers, which are located in secure data centers in the United States of America. Information will be accessed only by ReCollect Systems Inc. or by employees or agents of ReCollect Systems Inc. and only for the purposes described above. Third -party policies - ReCollect uses services provided by Google Inc. ("Google"). The Google Maps API may be used to help find addresses and is used to display maps and calculate directions and distances to certain locations. ReCollect does not transmit contact information to Google (e.g. phone numbers, emails), but addresses entered into ReCollect may be used by Google services to perform location queries. Please review Google's Privacy Policy in order to understand how Google uses the data it collects. Data Ownership - ReCollect customers own their own data. Our legal agreements always place ownership of the operational and collected resident information with the customer. Data Retention - By default, ReCollect adopts an aggressive 90-day policy on data retention. ReCollect deletes any Personal or Operational data that is no longer in use after 90 days, and deletes Exhaust Data retained for auditing and debugging after 90 days. We are open to modifying the above to meet any additional City requirements. ReCollect is prepared to comply with any requests for custom data exports. These can be made by city administrators directly through the administrative dashboard or by ReCollect staff upon request." Bid Number: RFP 041521 Vendor Name: ReCollect Systems Inc. DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 72 Explain your organization's approach to Only ReCollect's Operations Staff has access to the data. They follow processes to data protection and access. ensure that all data is transmitted between systems securely, all ReCollect servers are updated and secured, and that automated testing processes protect against unauthorized access of sensitive data. ReCollect web services use HTTPS at all times. Passwords are stored in an encrypted form, using a salted bcrypt method. Cookies are secured using HMAC SHA1. ReCollect commits to directly contacting the designated officers/staff (such as a security officer) if it is determined and discovered that we have experienced a data breach. There is default language in our subscription agreement committing us to this. Based on independent assessment, ReCollect Systems Inc. is the only company in our market to have a robust security infrastructure. ReCollect receives an A+ grade from SSL Labs (https://www.ssllabs.com). This grade indicates that ReCollect protects its users against known security issues including recent well -documented risks (e.g.: Heartbleed, BEAST, etc.). ReCollect uses Cloud Computing environments from Amazon Web Services. As such, Our Security and Privacy Policy requires that any computer hardware owned by ReCollect use Full Disk encryption, any data transmitted must be over a secure TLS connection, Anti -Theft monitoring systems must be used, and our processes to decommission hardware requires us to wipe hard drives in accordance with our policies. We are highly aware of sensitivities around ownership of and access to data and will never share user (residents or city) data with any third parties, such as advertisers. 73 Describe how your offering encourages ReCollect's products are centered around improving participation in recycling and increased participation in recycling and diversion programs. ReCollect's tools increase diversion by enabling our customers to diversion programs. provide education and outreach that includes relevant and timely information about 'what goes where'. In addition, ReCollect's tools help our customers reduce contamination by first harnessing the power of the data we collect about what items their residents frequently sort incorrectly. Our clients then use that data to create targeted communications campaigns to educate residents about the appropriate behavior. A wonderful example of success can be found in Kirkland Missouri where the city's contamination rate went from 15% to 6% after deploying ReCollect's tools. In short, by driving participation in recycling and diversion programs ReCollect's products help keep recyclable and dangerous goods out of the landfill by keeping residents educated, engaged and informed. 74 Identify if your offered technology solutions Yes, ReCollect's platform includes responsive web -based tools that embed in websites are available through mobile device and also provide custom branded native Android / iPhone Apps. applications and with what operating systems they are compatible. 75 Describe any design and manufacturing ReCollect's design practices focus on digital integrated solutions that provide a processes or materials utilized that simple, easy -to -use interaction. contribute to product attributes such as longevity, ease of use, safety, or reduced ReCollect's user experience experts are constantly monitoring how ReCollect's tools life cycle costs. are being used and crafting both new features and improving existing features to improve ease of use and drive participation in recycling and diversion programs. This work also increases the longevity of the service as ReCollect releases these features in an ongoing manner, adding hundreds of improvements to the product every year. In addition, ReCollect conducts accessibility audits - to ensure everyone can use our tools regardless of ability - every year. ReCollect is the only fully accessibility compliant solution in the marketplace. Through this emphasis on creating integrated and accessible solutions, ReCollect's customers are able to transition away from the expensive and onerous process of printing and mailing calendars, resulting in reduced life cycle costs for education and outreach. Bid Number: RFP 041521 Vendor Name: ReCollect Systems Inc. DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 Table 16: Exceptions to Terms, Conditions, or Specifications Form Line Item 76. NOTICE: To identify any exception, or to request any modification, to the Sourcewell template Contract terms, conditions, or specifications, a Proposer must submit the exception or requested modification on the Exceptions to Terms, Conditions, or Specifications Form immediately below. The contract section, the specific text addressed by the exception or requested modification, and the proposed modification must be identified in detail. Proposer's exceptions and proposed modifications are subject to review and approval of Sourcewell and will not automatically be included in the contract. Contract Section I Term, Condition, or Specification I Exception or Proposed Modification Documents Ensure your submission document(s) conforms to the following: 1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided. 2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell. 3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell. 4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan." • Financial Strength and Stability - Financial Strength and Stability.zip - Tuesday April 13, 2021 16:10:45 • Marketing Plan/Samples - Marketing Plan.zip - Tuesday April 13, 2021 16:17:10 • WMBE/MBE/SBE or Related Certificates - WMBE or Related Certificates.zip - Tuesday April 13, 2021 16:18:07 • Warranty Information - Warranty Information - Sou rcewel12021_SSA_Template. pdf - Tuesday April 13, 2021 16:18:50 • Pricing - Pricing.zip - Wednesday April 14, 2021 14:17:23 • Upload Additional Document - ReCollect_ Prod uct_Portfolio-_Sourcewell_2021.pdf - Tuesday April 13, 2021 16:21:31 Bid Number: RFP 041521 Vendor Name: ReCollect Systems Inc. DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 Proposer's Affidavit PROPOSER AFFIDAVIT AND ASSURANCE OF COMPLIANCE I certify that I am the authorized representative of the Proposer submitting the foregoing Proposal with the legal authority to bind the Proposer to this Affidavit and Assurance of Compliance: 1. The Proposer is submitting this Proposal under its full and complete legal name, and the Proposer legally exists in good standing in the jurisdiction of its residence. 2. The Proposer warrants that the information provided in this Proposal is true, correct, and reliable for purposes of evaluation for contract award. 3. The Proposer, including any person assisting with the creation of this Proposal, has arrived at this Proposal independently and the Proposal has been created without colluding with any other person, company, or parties that have or will submit a proposal under this solicitation; and the Proposal has in all respects been created fairly without any fraud or dishonesty. The Proposer has not directly or indirectly entered into any agreement or arrangement with any person or business in an effort to influence any part of this solicitation or operations of a resulting contract; and the Proposer has not taken any action in restraint of free trade or competitiveness in connection with this solicitation. Additionally, if Proposer has worked with a consultant on the Proposal, the consultant (an individual or a company) has not assisted any other entity that has submitted or will submit a proposal for this solicitation. 4. To the best of its knowledge and belief, and except as otherwise disclosed in the Proposal, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest. An organizational conflict of interest exists when a vendor has an unfair competitive advantage or the vendor's objectivity in performing the contract is, or might be, impaired. 5. The contents of the Proposal have not been communicated by the Proposer or its employees or agents to any person not an employee or legally authorized agent of the Proposer and will not be communicated to any such persons prior to Due Date of this solicitation. 6. If awarded a contract, the Proposer will provide to Sourcewell Participating Entities the equipment, products, and services in accordance with the terms, conditions, and scope of a resulting contract. 7. The Proposer possesses, or will possess before delivering any equipment, products, or services, all applicable licenses or certifications necessary to deliver such equipment, products, or services under any resulting contract. 8. The Proposer agrees to deliver equipment, products, and services through valid contracts, purchase orders, or means that are acceptable to Sourcewell Members. Unless otherwise agreed to, the Proposer must provide only new and first -quality products and related services to Sourcewell Members under an awarded Contract. 9. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders. 10. The Proposer understands that Sourcewell will reject RFP proposals that are marked "confidential" (or "nonpublic," etc.), either substantially or in their entirety. Under Minnesota Statutes Section 13.591, subdivision 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals become public data. Minnesota Statutes Section 13.37 permits only certain narrowly defined data to be considered a "trade secret," and thus nonpublic data under Minnesota's Data Practices Act. 11. Proposer its employees, agents, and subcontractors are not: 1. Included on the "Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury found at: https://www.treasury_gov/ofac/downloads/sdnlist.pdf; 2. Included on the government -wide exclusions lists in the United States System for Award Management found at: https://sam.gov/SAM/; or Bid Number: RFP 041521 Vendor Name: ReCollect Systems Inc. DocuSign Envelope ID: D2ADB12F-DBE5-412C-BA6D-FA8FE1 D2D932 3. Presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this solicitation. r By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. - Andrew Rifkin, VP of Sales and Marketing , ReCollect Systems Inc. The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the Proposer foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the bid. r Yes a No The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document. Check the box in the column "I have reviewed this addendum" below to acknowledge each of the addenda. I have reviewed the File Name below addendum and Pages attachments (if applicable) Addend um_4_Plastic Refuse_Recycling_Containers_RFP_041521 Wed March 17 2021 03:40 PM Addendum _3_ Plastic _Refuse_Recycling_Containers_RFP_041521 Mon March 8 2021 09:41 AM Addend um_2_Plastic_Refuse_Recycling_Containers_RFP_041521 Fri March 5 2021 04:19 PM Addendum _1_ Plastic _Refuse_Recycling_Containers_RFP_041521 Mon March 1 2021 04:31 PM r r r Bid Number: RFP 041521 Vendor Name: ReCollect Systems Inc.