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Technology License and Services Agreement
This Technology License and Services Agreement, together with the Exhibits hereto (this
"Agreement") is made as of JMay 8. 2018 (the"Effective Date"), by and between
DoubleMap, Inc. ("DoubleMap"), an Indiana corporation, located at 429 N. Pennsylvania
Street, Indianapolis, Indiana 46204 and the City of Sandy ("Customer"), a Municipality, with
offices located in Sandy, Oregon.
WHEREAS, DoubleMap provides an innovative transportation software and hardware such
as, Automatic Vehicle Location (AVL) , Automatic Vehicle Annunciator (AVA), Automatic
Passenger Counter (APC), Digital Passenger Counter (DPC) and TapRide Mobile
Ride-Hailing Services (TapRide) platforms for public and private transit systems.
WHEREAS, Customer's riders utilize vehicle transportation services provided by the
Customer;
WHEREAS, Customer wishes to license the Service in accordance with the terms of this
Agreement to provide its users an innovative and elegant product to improve their riding
experience and give the Customer the ability to manage the system; and
WHEREAS, pursuant to the terms of this Agreement, DoubleMap agrees to make the
System or parts of the system available to Customer and its users.
NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties agree as follows
1. DEFINITIONS
"Activation Date" means the day riders are able to use the application.
"Capital Costs" means the costs necessary to bring the project to operable status as
outlined in the Pricing Exhibit.
"Customer" means the entity or organization operating a transit system that is purchasing
infrastructure and/or services from DoubleMap under this Agreement.
"Documentation" means instructional and user manuals relating to the Service made
available by DoubleMap electronically or in written form under this Agreement.
"Equipment" means all hardware, antennas, cabling, wiring and other physical electronic
components provided and/or installed by DoubleMap on vehicle fleet, or otherwise
delivered to the vehicle fleet and Customer, necessary to the appropriate functioning,
delivery and maintenance of the Service.
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"Infrastructure" means the equipment, hardware, software, raw data, network, and
expertise produced, procured or aggregated by Customer or DoubleMap for use in
providing the Service.
"Invoice Date" means the date DoubleMap sends Customer an invoice for products or
services.
"Party" or "Parties" means DoubleMap and the Customer.
"Service" means the DoubleMap modules provided by DoubleMap through the
combination of Equipment, Infrastructure, and certain proprietary software.
"Successfully Deployed" means that the Customer is utilizing DoubleMap infrastructure
or service in the course of daily business operations.
"Users" means all actual and prospective passengers on the transit system.
"Pricing Exhibit" is the separate document attached to this Agreement that details all of
the services that the client will be receiving, and the pricing for associated services.
"Warranty" means a separate protection agreement Customer may purchase.
. TERM, FEES AND PAYMENT
2.1.Term. This Agreement will expire thirty six (36) months after Activation Date, at which
point the subscription will be billed. Otherwise, the system will automatically go live once
seventy-five (75%) of the fleet is operating.
2.2 Renewal. This Agreement will automatically renew for additional one-year terms unless
either Party notifies the other at least sixty (60) days prior to the end of the current annual
term that such Party does not intend to renew the Agreement. If the Customer wishes to
add to the number of their fleet and/or add additional products/services, a new Pricing
Exhibit will be issued and added to the terms of this Agreement.
2.3. Fees. Customer shall pay DoubleMap the fees as set forth in the attached Pricing
Exhibit. (Which includes the Exhibits hereto). DoubleMap will invoice Customer by email or
an otherwise agreed upon method. Such payments include;
2.3.1 An initial Capital Cost fee in the amount and installments set forth in Pricing Exhibit.
2.3.2 Annual Costs, payable in annual recurring installments. The first Annual Fee shall be
due within thirty (30) days of the Activation Date.
2.3.3 Any additional expenses as specifically provided for under the terms of Pricing
Exhibit.
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2.4. Additional Services. If the Customer chooses to add product features or increase
their fleet quantity during the term of the Agreement, an addendum to this Agreement must
be signed by the Customer approving changes to the Pricing Exhibit.
2.5. Custom Features. At any point during the term of the Agreement that the Customer
purchases a custom feature, a projected timeline will be built into the quote. Should the
feature take more time than originally projected, DoubleMap will get written documentation
from the Customer to proceed with development and delivery at a rate of$105 per hour.
2.6. Variation. All prices and fees described herein will remain firm for a period of twelve
(12) months from the Activation Date. Standard price and fee increases will be no more
than 6% per year to cover inflation and other incidental increases and shall be provided to
the Customer in writing 30 days prior to implementation. Any additional increases over 6%
will be preceded by sixty (60) days written notice or discussion with the Customer.
2.7. Payment Timing. All undisputed fees will be due and payable no later than thirty (30)
days after the Invoice Date. The Customer shall advise DoubleMap of the reasons for
disputing the invoice in question within ten (10) business days from the Invoice Date. If
DoubleMap has not received such notification within such time frame, the invoice in
questions will be deemed acceptable by the Customer. All amounts paid are nonrefundable
provided and subject to DoubleMap not being in material breach or violation of this
Agreement.
2.8. Payment Procedure. Customer shall pay all fees in U.S. dollars, and payments shall
be sent to the address indicated on the invoice, or as otherwise instructed by DoubleMap.
DoubleMap may withhold services or terminate this Agreement if Customer fails to pay after
being provided thirty (30) days written notice of such delinquency and provided DoubleMap
is not in material breach or violation of this Agreement.
2.9. Taxes. Prices do not include applicable state and local sales, use and related taxes.
Customer shall be responsible for such taxes or will provide proof of tax exemption upon
signing of this Agreement.
2.9.1. Late Payments. DoubleMap reserves the right to charge a penalty on any overdue
and undisputed charges. DoubleMap may charge a penalty of up to 10% of the total
amount of the invoice if an invoice is thirty (30) days late.
3. SERVICE AND SUPPORT
3.1. Updates and Upgrades. Customer is entitled to receive any maintenance updates to
the Service that DoubleMap may release or provide to its other customers that improves or
maintains the stability of the Service ("Updates") at no cost to Customer. If new features
that add new functionality to the Service ("Upgrades") are offered for sale to DoubleMap's
other customers, such features will be offered to Customer at or below the prevailing rate. If
DoubleMap provides new features to Customer at no charge for testing or trial, Customer
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acknowledges that the continued availability, performance, or usefulness of such features
are not guaranteed or warranted by DoubleMap and such features may be revoked at any
time.
3.2. Equipment Maintenance and Customer Assistance. In order to minimize downtime,
Customer shall provide basic, reasonable maintenance of the on-vehicle Equipment when
instructed by DoubleMap. Such tasks may include, but are not limited to, checking and
replacing fuses, securing loose connections and swapping defective components with
replacement parts provided by DoubleMap.
3.3. Warranty. If a Warranty is procured through DoubleMap, DoubleMap's technicians
shall perform any Warranty repairs determined by DoubleMap to be outside of Customer's
capabilities or responsibilities within two (2) weeks of receiving the reported issue.
3.4. Hardware Integrations. If the project scope requires a hardware integration,
Customer shall provide DoubleMap test units and official documentation of the hardware
prior to the installation for internal integration testing. If the documentation provided to
DoubleMap by the Customer is outdated or incorrect, Customer shall provide correct
documentation to DoubleMap with a reasonable time. DoubleMap is entitled to alter project
scope timelines if incorrect or outdated information is provided.
3.5. Support and Training. DoubleMap shall provide support, service and training in
accordance with Pricing Exhibit. Customer is not entitled to any other support, service or
training that is not on the Pricing Exhibit, any future addendums, or otherwise agreed upon
in writing by DoubleMap.
3.6. Availability of Service. DoubleMap will take commercially reasonable measures to
maximize the availability of the Service to Customer and Customer's riders. Customer
acknowledges that Service will be intentionally unavailable for necessary system
maintenance. DoubleMap will give Customer prior notice and will attempt to perform such
maintenance during off-peak times. If performance of such work is not able to be completed
during off-peak hours, DoubleMap is entitled to perform the work at a time of its discretion.
Customer acknowledges that such entitlement is to ensure continuity of service for the
Customer.
3.7. Communications. Customer acknowledges and agrees that the Services rely on
various wireless communication networks (GSM/GPRSICDMA) in Customer's area.
Customer acknowledges that DoubleMap is not responsible for the failure of these
networks or any gaps in coverage. Customer shall notify the responsible communications
provider and working with them to resolve the problem. DoubleMap will provide reasonable
assistance to the extent DoubleMap is able in order to resolve any problems.
3.8. Procurement of Data Services. In cases where DoubleMap does provide cellular
data, if the Customer is at any point in time able to procure cellular data services at a more
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attractive rate than DoubleMap, the Customer shall work with DoubleMap in order to
operate the service at the more attractive data services rates.
3.9. Interruptions to Service and Credits. Customer shall be responsible for personal or
indirect (through its transit representatives) notification to DoubleMap of any service
interruptions and DoubleMap will use its best commercial efforts to restore Service
expeditiously.
3.9.1 Effect of Service Failure. In any month wherein the Service failed to operate for a
total of twenty-four (24) hours or more (which time shall exclude reasonably
scheduled maintenance), and if such Service interruption is the fault of DoubleMap,
Customer is entitled to a pro-rata credit towards the subsequent invoice, based on
the number of affected vehicles and the length of the Service disruption. For
example, if on average one-half (1/2) of the vehicles in operation were affected for
one-tenth (1/10th) of the time vehicle service was provided to Customer's riders for
the month, the credit shall consist of 5%of the subsequent invoice.
3.9.2 Responsibility for Interruptions. DoubleMap is not responsible for Service
interruptions caused by the malfunctioning of vehicles or problems with
communications availability as described in Section 3.7. DoubleMap is not
responsible for service problems related to data procured through third-party
hardware.
3.10. Customer Responsibilities. Customer acknowledges that successful operation of
the Service is dependent on Customer and its transit representative's use of proper
procedures and systems and input of correct data. Customer and its transit representatives
shall have the sole responsibility for inputting and protecting the data (e.g. route
information, stop locations, departure schedules) used in connection with the Service. The
Customer is responsible for providing DoubleMap, Inc. with the necessary information to
appropriately integrate with the system and deliver all portions of the Agreement. Customer
and its transit representatives are solely responsible for the accuracy and adequacy of the
information and data that it furnishes to DoubleMap for use with the Service, and
DoubleMap is not responsible for reductions in Service quality due to Customer action or
inaction.
3.11. Transportation Department's Responsibilities. DoubleMap acknowledges that in
certain cases the Customer is not the owner of the vehicle fleet. The Customer shall work
with its vendor or supporting party, in recognition that the Service will mutually benefit all
Parties, to closely ensure that all obligations under the Agreement are satisfactorily met.
4. WARRANTY AND DISCLAIMER
4.1. Limited Equipment Warranty. If a warranty is procured through DoubleMap,
equipment provided by DoubleMap is warranted against defects in workmanship and
material for one (1) year beginning on the Activation Date. DoubleMap may replace, modify,
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or repair any or all components of the Equipment. DoubleMap is not responsible for
equipment provided by the Customer or other third parties. DoubleMap is not responsible
for conditions, malfunctions, or damage not resulting from defects in material or
workmanship.
4.2. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, DOUBLEMAP MAKES
NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR ANY WARRANTIES ARISING AS A RESULT OF CUSTOMER USAGE IN
TRADE OR BY COURSE OF DEALING. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, SUPPLIER MAKES NO REPRESENTATION OR WARRANTY THAT THE
SUPPLIER'S SERVICES WILL OPERATE UNINTERRUPTED OR ERROR FREE.
4.3. Customer Acknowledgement. Customer acknowledges that: (i) the Service is an
information tool only and is not a substitute for competent management and oversight of the
transportation system and personnel; and (ii) the Service is a tool to assist Customer in the
management, location and inventory of Customer's transportation resources.
5. LIABILITY
5.1. Limitation of Liability. Neither Party shall be liable for any indirect, special, exemplary,
consequential or incidental damages arising out of or in connection with this Agreement
(including, without limitation, any damages for lost profits or data or business interruption),
whether arising from mistakes, omissions, interruptions, deletion of files, errors, defects,
delays in operation or transmission, or failure of performance, even if DoubleMap has been
advised of the possibility of such damages. This limitation upon damages and claims shall
apply without regard to whether other provisions of this Agreement have been breached or
have proven ineffective.
5.1.1. Motor Vehicle Use. DoubleMap shall not be liable to Customer or any third party for
any claim or action including costs arising out of the use or misuse of any motor vehicles
operated by Customer in conjunction with or separate from the use of DoubleMap
infrastructure, including any personal injury claim or action and Customer shall defend,
indemnify, and hold DoubleMap harmless from any such claim or action including all legal
costs incurred in the event such claim or action is not caused or arising from DoubleMap's
negligent acts or omissions. .
5.2. Damages. In no event shall DoubleMap's aggregate liability for all claims under this
Agreement, whether arising in agreement, tort or any other legal theory (including, without
limitation, negligence or strict liability) exceed an amount equal to the fees paid by client
hereunder in the twelve (12) month period preceding the act giving rise to the claim for
damages.
5.3. Damaged or Lost Equipment. Customer shall be solely responsible for any
DoubleMap equipment that is lost, stolen, misplaced, damaged, destroyed, or otherwise
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made unavailable to DoubleMap while in the possession of Customer. Customer shall be
solely responsible for the actual cost of damages to the Equipment not caused by
DoubleMap and resulting from negligence, abuse, accident, acts of God, acts of third
parties, theft, loss, or destruction.
5.4. Compliance with Laws and Payment of Taxes. Customer shall:
5.4.1. Comply with all laws, regulations, and orders relating to this Agreement and the
Products;
5.4.2. Pay all applicable taxes, license fees, assessments, and all sales, use, consumption,
and all other governmental taxes, charges, fees, fines, or penalties imposed by any
government, upon the Products; and
5.4.3. File all necessary declaration and returns required by any governmental authority
having jurisdiction.
5.5 Indemnification. DoubleMap is responsible for any and all liability arising out of or
related to the performance of work pursuant to this Agreement. Except asset forth
under Section 5.1, Consultant will indemnify, defend (with counsel acceptable to
Customer) and hold Customer, its elected officials, directors, employees, and agents
harmless from and against any and all liability, losses, costs, settlements and expenses
in connection with any action, suit or claim resulting or allegedly resulting from
Consultant's acts, omissions, activities or services in the course of performing under this
Agreement.
5.6 Insurance. DoubleMap is required to have Comprehensive general liability insurance
for damages as a result of death or bodily injury to any persons or destruction or damage
to any property with limits of not less than $1 million per occurrence during the term of
this Agreement. The general liability coverage will name the City as additional insureds
and will contain a severability of interest clause.
6. OWNERSHIP AND INTELLECTUAL PROPERTY
6.1. Equipment. In the case of a pilot, DoubleMap shall retain full and absolute ownership
of any and all Equipment provided by DoubleMap. Ownership of equipment will vary on an
ad hoc basis and will be detailed in the Pricing Exhibit.
6.2. Software License. Subject to the terms and conditions in this Agreement, DoubleMap
grants to the Customer and the Customer accepts a non-exclusive, non-transferable,
revocable license to use the applicable DoubleMap software, documentation, and data in
the ordinary course of business and at its place of business.
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6.3. General. Customer acknowledges that DoubleMap is the sole and exclusive owner of
all rights, title and interest in and to the Service, Equipment, Infrastructure, and all
improvements, customizations and enhancements thereto. DoubleMap reserves and
retains all rights not expressly granted to the Customer, including the rights, title and
ownership of any related instructions, databases, and technology embedded therein or
upon which it is based, and the related patent rights, copyrights, trade secrets, trademarks
and all other related intellectual property rights. The terms of this Agreement will govern
any software upgrade or update provided by DoubleMap that replaces and/or supplements
the original DoubleMap software unless such update is accompanied by a separate license
Agreement.
6.4. Trademarks. Customer's name and/or logo may be used to denote them as a
customer on the DoubleMap website in order to direct end- users to the public-facing
aspects of the Service; If Customer does not want DoubleMap to put Customer's name
and/or logo on the DoubleMap website, Customer must notify DoubleMap in writing.
6.5. Ownership. DoubleMap warrants and represents it is the rightful owner or licensee of
any and all intellectual property utilized in connection with the services provided under this
Agreement.
6.6 Map Interface. DoubleMap is entitled to display any point of interest, e.g., local
attraction, on the mobile interface, kiosk or website. DoubleMap is entitled to complete
control of the interface to ensure an optimal user experience.
6.7. Restrictions. Customer shall not access or use licensed infrastructure in any way not
specifically authorized in this Agreement. Customer shall not:
6.7.1. Attempt to reverse compile, disassemble, or otherwise reverse engineer all or any
part of the licensed infrastructure or any other means of circumventing the user
interface provided by DoubleMap.
6.7.2. Attempt to disassemble, modify, adapt, access, download, copy, translate, add new
features, or interfere with licensed infrastructure without the express written consent
of DoubleMap.
6.7.3. Remove, alter or obscure any copyright, trademark notice, restrictive legend, or
proprietary notice. This license does not grant Customers any right to use the
trademarks, service marks, or logos of DoubleMap or its licensors.
6.8. Inspection Rights. DoubleMap shall retain the right to inspect Customer's use of all
equipment, software, infrastructure, and services in order to verify Customer's compliance
with licenses granted under this Agreement. Customer shall provide reasonable access to
its facilities and DoubleMap will exercise its right to inspect reasonably and during regular
business hours.
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7.TERMINATION AND BREACH
7.1. Termination for Breach. If either party believes that the other has materially breached
any obligations under this Agreement, such party shall so notify the breaching party in
writing. The breaching party shall have thirty (30) days from the receipt of notice to cure the
alleged breach and to notify the non-breaching party in writing that cure has been effected.
If the breach is not cured within thirty (30) days, the non-breaching party shall have the
right to terminate this Agreement without further notice.
7.2. Effect of Termination and Expiration. Upon termination of this Agreement for any
reason, DoubleMap and the Customer shall cooperate in good faith to coordinate the timely
removal of all Equipment in the vehicles (or any other DoubleMap products otherwise in
Customer's possession). The Customer shall grant DoubleMap reasonable access to all
Equipment within thirty (30) days after termination unless otherwise expressly agreed in
writing.
7.3. Survival. Sections 1, 4.2, 5, 6, 7, 8, 9 and 10 of this Agreement shall survive any
termination of this Agreement.
7.4. Payment at Termination. In the event of termination of this Agreement, Customer shall
pay DoubleMap for all products and services delivered up to and including the date of
termination.
8. DISPUTES
8.1. Governing Law. This Agreement and any related disputes shall be governed by the
laws and courts of the State of Oregon. The United Nations Convention on Contracts for
the International Sale of Goods will not apply to this Agreement.
8.2. Dispute Procedure. Except as otherwise provided for in this Agreement, any disputes
concerning a question of fact arising under or related to this Agreement shall be decided in
accordance with the following steps.
8.3. Notice of Dispute. All disputes shall be initiated through a written dispute notice
submitted by either Party to the other Party within fourteen (14) days of dispute.
8.4. Informal Negotiation. In the event of any dispute arising under or related to this Agreement,
the parties shall initially attempt in good faith to resolve the dispute through informal negotiation.
To initiate information negotiation, a party must give written notice of the dispute to the other party
("Negotiation Request"). The Negotiation Request will state the nature of the dispute and the
requested relief. A management official or legal representative will negotiate on behalf of
DoubleMap. Following delivery of the Negotiation Request, Customer and DoubleMap shall
negotiate as often as reasonably necessary to resolve the dispute. If the Parties are unable to
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resolve the dispute within thirty (30) days after delivery of the Negotiation Request, then the
Parties shall submit the matter to mediation as provided in Section 8.5.
8.5 Mediation. If Informal Negotiation is unsuccessful, the Parties shall make a good faith effort
to settle any unresolved dispute arising under or related to this Agreement through mediation.
Mediation sessions will be held at an agreed upon location.. . If the Parties are unable to agree
on a mediator, each Party shall select one mediator, and the two mediators selected by the
Parties shall appoint a third mediator to serve as the sole mediator for the dispute. Each Party
shall bear its own costs and expenses for the mediation and an equal share of mediator's fees,
except that a Party refusing to submit to mediation under this Section shall pay the costs and
fees, including without limitation attorney's fees, incurred by the other Party.
8.6. Litigation. The Parties may agree that the decision of the arbitrator shall not be binding
and that either party shall have the right to remedies provided by law.
9. CONFIDENTIALITY
9.1. Care and Protection of Confidential Information. Customer and DoubleMap agree,
subject to the requirements of law, specifically the Oregon Public Records Laws to protect
any confidential information that has been marked confidential of the other with at least the
same degree of care used to protect its own most confidential information. Customer shall
grant access to the password-protected portions of the service and any on-vehicle
equipment to their employees and transit provider only, and not to any third party, without
DoubleMap's approval.
9.1.1. Definition. "Confidential information" shall include trade secrets, financial
information, pricing, proprietary technical information, procedures, algorithms,
computer programming techniques and know-how, business information, product
samples or prototypes, business practices, records, processes, and data of
DoubleMap or its operations, including but not limited to, information related to
customers, distributors, sales, financial affairs, pricing, product information, and
research and development or any other information that could negatively affect
business operations if publicly disclosed, that (a) has been or will be disclosed to
Customer under this Agreement, or (b) of which Customer has become or will
become aware through its relationship with DoubleMap under this Agreement and is
not generally known in the industry or easily obtainable from other sources.
9.2. Third Party Confidentiality. Customer and DoubleMap agree to require affiliates,
subcontractors, partners, and any related third party to comply with the confidentiality
provision set forth in this Agreement.
9.3 Remedies for Breach of Confidentiality. Customer acknowledges that the remedies at law
for any breach of Customer's obligations under this Section would be inadequate and would
cause DoubleMap irreparable harm. Therefore, in the event of any breach or threatened breach of
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Customer's obligations under this Section, Company is entitled to injunctive relief, without posting
bond or other security, in any proceeding brought to enforce the provisions. If any court of
competent jurisdiction holds that the restrictions contained in this Section are unreasonable as to
time or scope, such restrictions will be reduced to the extent necessary, in the opinion of the
court, to make them reasonable.
10. NOTICES
Any notice permitted hereunder shall be sufficiently given if delivered in person, or sent by
facsimile (with the original sent promptly by ordinary mail), or by registered or certified mail,
postage prepaid, or by recognized overnight delivery service, to the address of the
applicable party as set forth below, and such notice shall be deemed to have been given
when so delivered, sent by facsimile or mailed. By such notice either party may change its
address for future notices.
For all notices to DoubleMap, Customer shall provide a copy to:
DoubleMap, Inc.
Attn: Ilya Rekhter
429 N. Pennsylvania St. Suite 401
Indianapolis, IN 46204
For all notices to Customer, DoubleMap shall provide a copy to:
City of Sandy
Attn: Andi Howell
Email: ahowell@ci.sandy.or.us
16610 Champion Way
Sandy, OR 97055
11. MISCELLANEOUS
11.1. Assignment. This Agreement shall be binding on parties and their successors.
Neither party shall assign or transfer its rights or obligations under this Agreement without
prior written permission of the other party, nor will such assignment will be effective until
approved in writing by the other party.
11.2 Severability. If any clause or provision of this Agreement is declared to be invalid or
unenforceable by any court of competent jurisdiction, then and in that event the remaining
provisions of the Agreement shall remain in force.
11.3. Force Majeure. Neither party shall be liable or responsible for any failure or delay in
the performance of its obligations due to causes beyond the reasonable control of the party
affected, including but not limited to war, sabotage, insurrection, terrorism, riot or other act
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of civil disobedience, strikes or other labor shortages, act of any government affecting the
terms hereof, accident, fire, explosion, flood, hurricane, severe weather or other act of God.
11.4. Complete Agreement. This Agreement, including any Schedules hereto, is the entire
Agreement between the parties as to the matters hereunder and there are no other
agreements, express or implied. In the case of disagreement in the terms and conditions
between the Agreement and any of its Schedules, the Agreement shall control, unless
otherwise expressly stated in a Schedule. The headings of this Agreement are for
convenience only and shall have no effect on the meaning or interpretation of this
Agreement.
11.5. Amendment and Waiver. This Agreement may only be modified by an Agreement in
writing signed by an authorized executive of both parties. No delay or omission by either
party in exercising any right or remedy under this Agreement or existing at law or equity
shall be considered a waiver of such right or remedy. No waiver by either party of any right
or remedy whether under this Agreement or otherwise shall be effective unless in writing.
11.6. Promotion Rights. No public statements concerning the existence or terms of this
Agreement will be made or released to any media except with the prior approval of both
parties or as required by law. DoubleMap may publicize its relationship with Customer for
marketing and promotion purposes, which may include issuing a press release indicating
the relationship or mentioning such relationship on the DoubleMap website (in each case
by disclosing Customer's name, general information and/or a link to Client's website).
11.7. Relationship. In making and performing this Agreement, DoubleMap and Customer
act and shall act at all times as independent contractors and nothing contained in this
Agreement shall be construed or implied to create an agency, partnership, joint venture, or
employer and employee relationship between DoubleMap and Customer
11.8 Piggybacking. DoubleMap gives the Customer permission to allow other state and
local agencies to piggyback off of this Agreement. For additional requirements concerning
piggybacking, see the Federal Transit Administration (FTA) Circular 4220.1F, ChapterV.,
Paragraph 7(2). (FTA rev: May 2011).
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by and
through their duly authorized representatives as of the Effective Date
DoubleMap Inc.:
Name: _Ilya Rekhter
Title: CEO
Signature: `
Effective date: 5/14/18
City of Sandy, Oregon:
Name: Andi Howell
Title: Transit Director
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Signature:
Effective date: 5/8/2018
Are you, the Customer, tax exempt? Xyes, Oregon has no sales tax
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DoubleMap is offering the below items within this contract.
CAD/AVL services (11V)
• Admin dashboard
o Unlimited users
o Dispatching capabilities
■ Dispatcher/Driver/Auto-route
o Add/remove vehicles
o Route/Stop Creator
o Announcements to be displayed to riders on public website/applications
o Bus/Route History tool
o Reports
■ Mileage
■ On-Time
■ Off-Route
■ DPC Passenger
■ Route Travel Time
■ Route Change
■ Driver Login
■ Speeding
■ Headway
■ GTFS
■ Bus Arrivals/Departures
■ Raw GPS Data
■ Validation Reports
■ Vehicle Inspections
■ System Status
o Admin Alerts
■ Off route
■ Speeding
■ Route change
o Canned Messaging For Drivers
• DoubleMap in app Android/iPhone rider application
o Client logo in app
• Mobile websites for Android, iPhone, Blackberry, and Window phones
• AVL Hardware
o Getac
■ Docking station w/out pass through
■ Docking station with pass through
■ Power cord
■ 6in post
• Dash post
o Cellular Data
■ DoubleMap to provide
• Verizon
• Hardware warranty
o Warranty is for 3 years
• Installation
o DoubleMap to provide
• Training
o On-Site
Pre/Post Trip Inspection
• Digital Inspection Sheet via MDT
o Uploaded via admin reporting package
AVA (11V)
• Stop by stop announcements
o ADA compliance stop announcing
• AVA hardware
o AVA box
o USB to USB cable
• Route/Stop edit abilities
o Manage what stops are announced
o Private stops for advertising
• Geofence editing
o Based on a particular stops location, geofence can be managed to better suit a
specific need like a stop that could have drivers passing through at a fast pace
• Installation
o DoubleMap to provide
On-Board Next Stop Signs (11V)
• Visual next stop announcements
• Route/Stop edit abilities
o Manage what stops are announced
o Private stops for advertisements
• Geofence editing
o Based on a particular stops location, geofence can be managed to better suit a
specific need like a stop that could have drivers passing through at a fast pace
• Hardware
o Luminator 20 Character OBNSS
■ Amber
• Installation
o DoubleMap to provide
DPC
• Tablet counting
o Customized passenger types (limit to 18)
• DPC Reporting
o Route
o Stop
o Type
o Type and Route
o Type and Stop
o Bus and Type
o Bus and Stop
o Trip
o Bus
Headsigns (9V)
Bus# Type Name Product#
*1 Hanover OLEMS LED dd096Al2NON50
14 Luminator Horizon gen 4 510593001
17 Luminator Horizon gen 4 510593001
20 Luminator Horizon gen 4 510593001
21 Twin Vision Luminator 906-0001-402
22 No sign
24 No sign
26 Hanover OLEMS LED dd096Al2NON50
919 TwinVision Luminator 906-0001-402
926 Twin Vision Luminator 906-0001-402
925 Twin Vision Luminator 906-0001-402
*still need to retrieve driver console info for Bus 1 (trolley)
• Single sign on capabilities
o Select route on tablet will change route on headsign
• Integration cables
m I..........
ill ami DATE: April 20,2018
429 North Pennsylvania Street,Suite 401
Indianapolis, IN 46204
*Prices will remain firm for 60 days
Subtotal
LN Note Item Qty Price Capital Annual
1 Base System CAD/AVL
2 a. Military-Grade Mobile Data Terminal (MDT) 11 $ 1,750.00 $ 19,250.00
3 AVL Hardware Installation 11 $ 135.00 $ 1,485.00
4 AVL Project Management 1 $ 1,000.00 $ 1,000.00
5 AVL On-Site Training Workshop Session 1 $ 1,100.00 $ 1,100.00
6 AVL Software License 11 $ 20.00 $ 220.00
7 AVL Subscription & Maintenance 11 $ 1,740.00 $ 19,140.00
8 AVL Cloud Services& Hosting 11 $ 300.00 $ 3,300.00
9
10 Realtime Passenger Information System(RTPI)
11 Mobile Apps (iOS&Android) 1 Included
12 Web Apps(Desktop& Mobile Web) 1 Included
13 Application Program Interface (API)-JSON 1 Included
14 Canned Messaging Configuration 1 $ 300.00 $ 300.00
15 Canned Messaging License 1 $ 600.00 $ 600.00
16
17 Automated Voice Annunciation(AVA)
18 AVA Hardware 12 $ 250.00 $ 3,000.00
19 AVA Hardware Installation 11 $ 50.00 $ 550.00
20 AVA Project Management 1 $ 1,345.00 $ 1,345.00
21 System Training Workshop for 1 Day(Virtual) 1 $ 150.00 $ 150.00
22 In-Vehicle LED Sign 11 $ 715.00 $ 7,865.00
23 In-Vehicle LED Install 11 $ 75.00 $ 825.00
24 AVA Support& Licensing 11
25 AVA w/LED Sign Support& License 11 $ 750.00 $ 8,250.00
26
27 Digital Passenger Counting(DPC)
28 System Design and Integration 1 $ 150.00 $ 150.00
29 DPC Reporting Suite&License 1 $ 1,665.00 $ 1,665.00
30
31 Headsign/Destination Sign Integration
32 Headsign/Destination Sign Cabling 9 $ 30.00 $ 270.00
33 Headsign/Destination Sign Install & Integration 9 $ 111.11 $ 1,000.00
34 Headsign/Destination Sign Maintenance 9 $ 183.33 $ 1,650.00
35
36 GTFS
37 GTFS Integration 1 $ 50.00 $ 50.00
38 GTFS Support& License 1 $ 600.00 $ 600.00
39
40 Pre-Trip/Post-Trip Inspection
41 Pre-Trip/Post-Trip Integration &Interface 1 $ 850.00 $ 850.00
42 Pre-Trip/Post-Trip Subscription &Support 1 $ 2,970.00 $ 2,970.00
43
44 Warranty
45 Extended Equipment Warranty 11 $ 375.00 $ 4,125.00
46
47 Cellular Data
48 Annual Cellular Data Transmission 11 $ 558.00 $ 6,138.00
Notes Quote Summary
a. Includes:cables, mounting post,and lockbox Capital Costs $ 87,848.00
Annual Costs $ -
Total for First Year $ 87,848.00
Total for 3 Years $ 87,848.00
*All applicable sales/use tax are additional