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12 <br />ORDER NUMBER 1 TO THE <br />MASTER SOFTWARE SERVICES AGREEMENT <br /> <br />This independent Order Number 1 (“Order”) to the Master Software Services Agreement is made as of <br />____________________(“Order Effective Date”), by and between Rubicon Global, LLC (“Rubicon”) and Orange County, <br />NC (“Client”). This Order is part of the Master Software Services Agreement between the parties dated <br />____________________ (“Agreement”). Capitalized terms used and not otherwise defined in this Order shall have the <br />respective meanings set forth in the Agreement. <br /> <br />1. The Subscribed Services. <br /> <br />DESCRIPTION COST <br />Year 1 Cost $27,945.00 <br />Year 2 Cost $22,320.00 <br />Year 3 Cost $22,320.00 <br />Total Cost (36-month contract) $72,585.00 <br /> <br /> <br />The complete pricing proposal has been included in this package as Addendum B. Notwithstanding Exhibit B, if Client <br />desires the addition of “Fleet Optimization” services, in lieu of the price stated in Addendum B for such services and upon <br />request for such services by Client (a "Fleet Optimization Request"), Rubicon shall provide such services for 8 trucks for a <br />total of $15,000. <br /> <br />2. Other Charges. As may be agreed to by the parties in writing from time to time. <br /> <br />3. Payment Terms. The parties agree that the fees for the above services shall be a total of SEVENTY TWO <br />THOUSAND FIVE HUNDRED EIGHTY FIVE DOLLARS AND ZERO CENTS ($72,585.00) payable as follows (“Fee”): <br />a. US$ 27,945.00 due upon execution of this Agreement. <br />b. US$ 22,320.00 due upon the first anniversary of this Agreement. <br />c. US$ 22,320.00 due upon the second anniversary of this Agreement. <br />d. US $15,000.00 due within 10 days of a Rubicon’s receipt of a Fleet Optimization Request. <br /> <br />4. Renewal. Unless either party gives the other party written notice of non -renewal at least ninety (90) days prior to <br />the expiration of the initial term, upon expiration of the initial terms of the Subscribed Services (as described in the tabl e in <br />Section 1 of this Order) and Client’s obligations to pay the applicable fees, the parties shall meet and determine if the <br />Agreement shall be extended by another term. If the parties shall so agree, they will negotiate in good faith terms, conditi ons <br />and fees associated with any renewal term. For purposes of clarification, the liquidated damages specified in Section 5.5 of <br />the Agreement shall apply to the initial term of the Subscribed Services, or the then -current renewal term, as the case may be. <br /> <br />5. Fee for the Automatic Monthly Extension Period. Fee for the Automatic Monthly Extension described in the <br />Section 5.2 of the Agreement will be $2,480.00 per month, which Rubicon will invoice each month while the Automatic <br />Monthly Extension is in effect. Client shall pay all fees, charges and expenses in accordance with the Section 4 of the <br />Agreement. <br /> <br />6. Separate Agreement. Rubicon may provide Professional Services regarding the Subscribed Services provided <br />hereunder pursuant to a Statement of Work to the Professional Services Terms execut ed between the parties. Client <br />understands and agrees that such Professional Services and associated Statements of Work that may be signed are separate <br />and independent contractual obligations from any Order or amendment thereto relating to the access and use of the <br />Subscribed Services. Client shall not withhold payments that are due and payable pursuant to this Order or any other <br />Order(s) or amendment(s) thereto because of the status of Professional Services performed under any Statement of Work. <br /> <br />DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6