HomeMy WebLinkAboutRemix Software, Inc. - Software Licensing and Support for Transit PROFESSIONAL SERVICES AGREEMENT
(Remix Software,Inc.—Yakima Transit)
THIS PROFESSIONAL SERVICES AGREEMENT, hereinafter an"Agreement," is
made and entered into by and between the City of Yakima, a Washington State municipal
corporation(hereinafter the "City"), and Remix Software, Inc., a Delaware corporation also
incorporated in the State of California,with registered corporate offices at 155 9th Street, San
Francisco, California 94103 (hereinafter "Remix").
WHEREAS,the Transit Division of the City ("Yakima Transit")requires certain
specialized transit planning services.
WHEREAS, Remix has experience and expertise regarding said specialized services, and
agrees to perform said services for the City under the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, conditions,promises,
and agreements set forth herein, it is agreed by and between the City and Remix as follows:
1. SERVICES AND SUPPORT
1.1 Subject to the terms of this Agreement, Remix will use commercially reasonable efforts to
provide City the Services in accordance with the "Remix Proposal for Yakima Transit" attached
hereto and incorporated herein as Exhibit A, and the"Service Level Terms" attached hereto and
incorporated herein as Exhibit B.
1.2 Subject to the terms of this Agreement, Remix will provide City with reasonable technical
support services in accordance with the Remix's standard practice.
2. Compensation. The City shall compensate Remix for all services provided hereunder at
the rate set forth in the "Remix Pricing Summary for Yakima Transit" set forth in Exhibit A, to
wit:
$10,000 USD per year during the term of this Agreement, based on a total fixed
route fleet of 25. Services provided by Remix shall include:
• Remix licenses for an unlimited number of users within organization.
• Software as a Service (SaaS): fully hosted, cloud-based web platform.
• Dedicated Customer Success staff.
• Enterprise Support: response to requests in 1 business day.
Additionally, City will pay Remix at one-time start-up fee of$2,000 USD, which also includes
the following services provided by Remix:
• Provide onboarding and training for all City staff.
• Create user accounts.
• Process latest GTFS and any custom data.
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3. PAYMENT OF FEES.
3.1 City will pay Remix the then applicable fees described above and in the Pricing Summary for
the Services in accordance with the terms therein(the"Fees"). Remix reserves the right to
change the Fees or applicable charges and to institute new charges and Fees at the end of the
then-current Commitment Period, upon thirty (30) days prior notice to City (which may be sent
by email). If City believes that Remix has billed City incorrectly, City must contact Remix no
later than 60 days after the closing date on the first billing statement in which the error or
problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to
Remix's City support department.
3.2 Remix will bill through an invoice. Full payment for invoices issued must be received by
Remix thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a
finance charge of 1.5%per month on any outstanding balance, or the maximum permitted by
law, whichever is lower,plus all expenses of collection and may result in immediate termination
of Service. City shall be responsible for all taxes associated with Services other than U.S. taxes
based on Remix's net income.
All payments are expressly conditioned upon Remix providing services hereunder that are
satisfactory to the City.
4. TERM AND TERMINATION.
4.1 Subject to City's compliance with all terms and conditions,the initial term of this Agreement
shall be from the Effective Date and shall continue for three (3) years (the "Commitment Period"
indicated in the Pricing Summary). The Agreement shall automatically renew for successive
durations equivalent to the Commitment Period. Either party may terminate this Agreement
upon sixty (60) days' prior written Notice of Termination delivered to the other party.
4.2 In the event of termination for any reason, City will pay in full for the Services up to and
including the last day on which the Services are provided. All sections of this Agreement which
by their nature should survive termination will survive termination, including, without limitation,
accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of
liability.
4.3 If Remix fails to remedy to City's satisfaction the breach or default of any of the terms,
covenants, or conditions of this Contract within thirty (30) days after receipt by Contractor of
written notice from the City setting forth the nature of said breach or default, City shall have the
right to terminate the Contract without any further obligation to Remix.
5. NOTICES.
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Unless otherwise specifically authorized herein, whenever written notice is required to be given
under the terms of this Agreement, the parties designate the following offices as the proper
address for such notice:
CITY OF YAKIMA: REMIX SOFTWARE, INC.
City Manager
Yakima City Hall 155 9th Street
129 North 2"d Street San Francisco, California 94103
Yakima, Washington 98901
In the event either party changes the office to be notified it shall thereupon notify the other party
of the new contact office and/or address.Notices and/or demands shall be sent by registered or
certified mail, postage prepaid or hand delivered. Such notices shall be deemed effective when.
mailed or hand delivered at the addresses specified above.
Notification by Remix of any change in fees pursuant to Section 3 above may be made by email
to the Manager of Yakima Transit at the email address provided by such Manager from time to
time.
5. RESTRICTIONS AND RESPONSIBILITIES.
City will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise
attempt to discover the source code, object code or underlying structure, ideas, know-how or
algorithms relevant to the Services or any software, documentation or data related to the Services
("Software"); modify, translate, or create derivative works based on the Services or any Software
(except to the extent expressly permitted by Remix or authorized within the Services);use the
Services or any Software for timesharing or service bureau purposes or otherwise for the benefit
of a third; or remove any proprietary notices or labels.
6. CONFIDENTIALITY; PROPRIETARY RIGHTS.
6.1 Each party (the "Receiving Party") understands that the other party (the "Disclosing Party")
has disclosed or may disclose business,technical or financial information relating to the
Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the
Disclosing Party). Proprietary Information of Remix includes non-public information regarding
features, functionality and performance of the Service. Proprietary Information of City includes
non-public data provided by City to Remix to enable the provision of the Services ("City Data").
The Receiving Party agrees: (i)to take reasonable precautions to protect such Proprietary
Information, and(ii) not to use (except in performance of the Services or as otherwise permitted
herein) or divulge to any third person any such Proprietary Information. The Disclosing Party
agrees that the foregoing shall not apply with respect to any information after five (5)years
following the disclosure thereof or any information that the Receiving Party can document(a) is
or becomes generally available to the public through no fault of the Receiving Party, or(b) was
in its possession or known by it prior to receipt from the Disclosing Party, or(c) was rightfully
disclosed to it without restriction by a third party, or(d) was independently developed without
use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by
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law, including but not limited to disclosures required pursuant to the Public Records Act,
Chapter 42.56 RCW.
6.2 City shall own all right,title and interest in and to the City Data, as well as any data that is
based on or derived from the City Data and provided to City as part of the Services. Remix shall
own and retain all right, title and interest in and to (a) the Services and Software, all
improvements, enhancements or modifications thereto, (b) any software, applications, inventions
or other technology developed in connection with support, and(c) all intellectual property rights
related to any of the foregoing.
6.3 Notwithstanding anything to the contrary, Remix shall have the right collect and analyze data
and other information relating to the provision,use and performance of various aspects of the
Services and related systems and technologies (including, without limitation, information
concerning City Data and data derived therefrom), and Remix will be free (during and after the
term hereof)to (i)use such information and data to improve and enhance the Services and for
other development, diagnostic and corrective purposes in connection with the Services and other
Remix offerings, and (ii) disclose such data solely in aggregate or other de-identified form in
connection with its business.No rights or licenses are granted except as expressly set forth
herein.
7. WARRANTY AND DISCLAIMER.
Remix shall use reasonable efforts consistent with prevailing industry standards to maintain the
Services in a manner which minimizes errors and interruptions in the Services. Servicesmay be
temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance,
either by Remix or by third-party providers, or because of other causes beyond Remix's
reasonable control, but Remix shall use reasonable efforts to provide advance notice in writing or
by e-mail of any scheduled service disruption. However, Remix does not warrant that the
Services will be uninterrupted or error free; nor does it make any warranty as to the results that
may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS
SECTION, THE SERVICES ARE PROVIDED "AS IS" AND REMIX DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
AND NONINFRINGEMENT.
8. LIMITATION OF LIABILITY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY
INJURY OF A PERSON, REMIX AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED
TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES,
REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE
RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS
AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY
CONTRACT,NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A)FOR ERROR
OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF
DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR
TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES; (C) FOR ANY
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MATTER BEYOND REMIX'S REASONABLE CONTROL; OR(D) FOR ANY AMOUNTS
THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS,
EXCEED THE FEES PAID BY CITY TO REMIX FOR THE SERVICES UNDER THIS
AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE
LIABILITY, IN EACH CASE, WHETHER OR NOT REMIX HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
9. MISCELLANEOUS.
If any provision of this Agreement is found to be unenforceable or invalid,that provision will be
limited or eliminated to the minimum extent necessary so that this Agreement will otherwise
remain in full force and effect and enforceable. This Agreement is not assignable, transferable or
sub-licensable by City except with Remix's prior written consent. Remix may transfer and assign
any of its rights and obligations under this Agreement without City's consent, provided,however,
that City's prior consent shall be required in order for Remix to assign or transfer this Agreement
to a third party that is barred by the Federal Transit Administration. This Agreement is the
complete and exclusive statement of the mutual understanding of the parties and supersedes and
cancels all previous written and oral agreements, communications and other understandings
relating to the subject matter of this Agreement, and that all waivers and modifications must be
in a writing signed by both parties, except as otherwise provided herein.No agency,partnership,
joint venture, or employment is created as a result of this Agreement and City does not have any
authority of any kind to bind Remix in any respect whatsoever. In any action or proceeding to
enforce rights under this Agreement,the prevailing party will be entitled to recover costs and
attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have
been duly given when received, if personally delivered; when receipt is electronically confirmed,
if transmitted by facsimile or e-mail;the day after it is sent, if sent for next day delivery by
recognized overnight delivery service; and upon receipt, if sent by certified or registered mail,
return receipt requested. This Agreement shall be governed by the laws of the State of
Washington without regard to its conflict of laws provisions, and venue for any action arising out
of this Agreement shall lie in Yakima County. Washington. The parties shall work together in
good faith to issue at least one mutually agreed upon press release within 90 days of the
Effective Date, and City otherwise agrees to reasonably cooperate with Remix to serve as a
reference account upon request.
10. Status of Remix. The Remix and the City understand and expressly agree that Remix is
an independent contractor in the performance of each and every part of this Agreement. The
Remix, as an independent contractor, assumes the entire responsibility for carrying out and
accomplishing the services required under this Agreement free from supervision by the City over
the methods and details of performance except as provided herein. Additionally, and as an
independent contractor, Remix and its employees shall make no claim against the City for
employment benefits, social security, and/or retirement benefits. Nothing contained herein shall
be interpreted as creating a relationship of servant, employee, partnership or agency between
Remix or any officer, employee or agent of Remix and the City.
11. Taxes and Assessments. Remix shall be solely responsible for compensating his
employees and for paying all related taxes, deductions, and assessments, including but not
limited to, federal income tax, FICA, social security tax, assessments for unemployment and
industrial injury, and other deductions from income which may be required by law or assessed
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against either party as a result of this Agreement. In the event the City is assessed a tax or
assessment as a result of this Agreement, Remix shall pay the same before it becomes due.
12. Non-Discrimination. During the performance of this Agreement, Remix shall not
discriminate in violation of any applicable federal, state and/or local law or regulation on the
basis of race, color, sex, gender, religion, national origin, creed, marital status, political
affiliation, or the presence of any sensory, mental or physical handicap. This provision shall
include but not be limited to the following: employment, upgrading, demotion,transfer,
recruitment, advertising, layoff or termination, rates of pay or other forms of compensation,
selection for training, and the provision of services under this Agreement.
13. Compliance With Law. Remix agrees to perform all services under and pursuant to this
Agreement in full compliance with any and all applicable laws, rules, and regulations adopted or
promulgated by any governmental agency or regulatory body, whether federal, state, local, or
otherwise.
14. No Conflict of Interest. Remix represents that he and/or his employees do not have any
interest and shall not hereafter acquire any interest, direct or indirect, which would conflict in
any manner or degree with the performance of this Agreement.
15. No Insurance provided by City. It is understood the City does not maintain liability
insurance for Remix and/or his employees.
16. Integration. This written document, including the documents incorporated herein by
reference, constitutes the entire agreement between the parties. No changes or additions to this
Agreement shall be valid or binding upon either party unless such change or addition be in
writing and executed by both parties.
17. Non-Waiver. The waiver by Remix or the City of the breach of any provision of this
Agreement by the other party shall not operate or be construed as a waiver of any subsequent
breach by either party or prevent either party thereafter enforcing any such provision.
18. Survival. Any provision of this Agreement which imposes an obligation after
termination or expiration of this Agreement shall survive the term or expiration of this agreement
and shall be binding on the parties to this Agreement.
19. Effective Date.
The Effective Date of this Agreement shall be the date this Agreement is executed by the last
party to sign below.
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CITY OF YAKIMA REMIX
By: ✓ A d By:
Cliff Moore, Ci anager SSM 1At\SlEMr, CEO
Date: KO Ir, � 0� /h Date: 11 117 (4°1(1
ATTEST:
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Sonya Claar Tee •ity Clerk r1 •
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CITY CONTRACT NO:�0`4 �� r\\\b���
RESOLUTION NO: h,A
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Page 7 of 7
I A-1111GIVILAC11.1. A.P1tVi",,JUI LL-11
Assignment and Renewal
of the
Remix Services Agreement for Yakima Transit (Yakima, WA)
WHEREAS, Remix Software, Inc. and Yakima Transit (Yakima, WA) ("Customer") have
entered into an agreement titled Remix Services Agreement for Yakima Transit (Yakima, WA)
(the "Agreement") dated as of December 1, 2019;
WHEREAS the parties wish to renew the Agreement; and
WHEREAS, Remix Software, Inc. was acquired by Via Transportation Inc., through a two-step
merger process, with the surviving entity being Remix Technologies LLC ("Remix"), and the
Parties desire to assign the contractual relationship previously held with Remix Software, Inc. to
Remix Technologies LLC.
NOW, THEREFORE, upon execution of this Assignment and Renewal ("Assignment and
Renewal"), the Parties agree to the following:
1. Consent to Assignment. Customer hereby consents to the assignment of the Agreements
to Remix. Remix hereby accepts assignment and assumes responsibility for performance
of all the terms and conditions of the Agreement and shall be obligated under all terms
and conditions of the Agreement as if it was an original signatory thereto.
2. Renewal. With effect from December 1, 2022 (the "Effective Date") the Parties hereby
agree to extend the duration of the Agreement beyond its original duration from the
Effective date for a period of 1 year until November 31, 2023 with the 4 remaining option
years per the Agreement.
3. Price. The Parties hereby agree to the following price structure:
Remix Transit Total Contract Value: $13,000 USD / 1 year based on the option year pricing in the
Planning Platform Agreement.
License
Marketing Terms
Additional Services
Includes:
• Remix licenses for an unlimited number of users within organization.
• Software as a Service (SaaS): fully hosted, cloud -based web platform.
• Platform functionality as described in the agreement with continuous
improvements released throughout the course of the contract
• Dedicated Customer Success staff
• Premium Enterprise Support: response to requests in 1 business day
Willingness to work with Remix to develop a case study, mutually agreeable press
release, ability to use Customer as a reference.
Customer acknowledges that additional services, such as access to Company's
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(including its affiliates) proprietary technology platform u . to establish, monitor,
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nt Ter Fees- invoiced annually in advance of access, payable in 30 da3r, from the date of
invoice.
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Name: Bob Minis
Title: City h
Date:
CITY CONTRACT NO:
RESOLUTION NO:
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DocuSign Envelope ID:68A29028-A8B0-4C46-A838-A072151234A0
Option Year 2 Renewal Amendment
of the
Remix Services Agreement for Yakima Transit
Remix Technologies LLC ("Remix") and Yakima Transit("Customer" and together with Remix, the
"Parties") have entered into an agreement titled Remix Services Agreement for Yakima Transit(the
"Agreement") dated as of December 1, 2019 and extended by the Assignment and Renewal of the
Remix Services Agreement for Yakima Transit dated as of December 1, 2022. Upon execution of this
Renewal (the "Renewal"), the Parties agree to the following:
1. Renewal. With effect from December 1, 2023 (the "Effective Date")the Parties hereby
agree to exercise the option year 2, hereby extending the duration of the Agreement
beyond its original duration from the Effective date for a period of 1 year until November
30, 2024.
2. Price. The Parties hereby agree to the following price structure:
Remix Transit Total Contract Value: $13,000 USD / 1 year.
Planning Platform Option Year 2: 13,000 USD for 2024
License o Option Year 3: 14,000 USD for 2025
o Option Year 4: 14,000 USD for 2026
o Option Year 5: 15,000 USD for 2027
Pricing valid if signed by December 15, 2023.
Includes:
• Remix licenses for an unlimited number of users within an organization.
• Software as a Service (SaaS): fully hosted, cloud-based web platform.
• Platform functionality as described in the Agreement with continuous
improvements released throughout the course of the contract
• Dedicated Customer Success staff
• Premium Enterprise Support: response to requests in 1 business day
Marketing Terms Willingness to work with Remix to develop a case study, mutually agreeable press
release, ability to use Customer as a reference.
Additional Services Customer acknowledges that additional services, such as access to Company's
(including its affiliates) proprietary technology platform used to establish, monitor,
operate and/or manage fixed-route and demand responsive transit networks, may be
added to this Agreement at an additional cost during the Term.
Payment Terms Fees invoiced annually in advance of access, payable in 30 days from the date of
invoice.
3. Conflicts, Use of Terms, Governing Law. Capitalized terms used but not defined herein have
the meanings set forth in the Agreement. Except as expressly provided herein, the terms
DocuSign Envelope ID:68A29028-A8B0-4C46-A838-A072151234A0
and conditions of the Agreement remain unchanged. This Renewal will be governed by the
same law as the Agreement.
REMIX TECHNOLOGIES LLC CITY OE YAKIMA
B _ Doc us ynca by: By:
Name: Dillon Twombly Name: Rob Ai- -1 &rr i4,on
Title: Vice President Tit1e:G+1 kenan t.._UUr
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Date: 1'.`",2O23 a0l_._ Date: (.� o�� . a-a a3
CITY CONTRACT NO: �
RESOLUTION NO:
Remix Billing Information Customer Billing Information
Attn Attn
Accounts Receivable
Address
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New York, NY 10013 iI -)
Email CAL rr\A 1 k)pf G.ezg0
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