AGREEMENT NO. ___________________
INDEPENDENT CONTRACTOR'S AGREEMENT
This INDEPENDENT CONTRACTOR’S AGREEMENT (“Agreement”) is made and entered into on _______________________, by and between the CITY OF BAKERSFIELD, a municipal corporation (referred to herein as “CITY”), and ROUTEWARE, INC. a Delaware Corporation authorized to do business in California (referred to herein as “CONTRACTOR”).
R E C I T A L S
WHEREAS, on September 26, 2025, CITY posted a Request for Qualifications and Proposals (RFQ&P) for route management and optimization services for the City’s Public Works Department; and
WHEREAS, CONTRACTOR submitted a response to the RFQ&P, representing CONTRACTOR is experienced, well qualified and a specialist in the field of route management and optimization; and
WHEREAS, CITY desires to enter into an agreement with CONTRACTOR to provide a turnkey solution for route management and optimization for a three (3) year term with the opportunity to extend the term for two (2) additional one (1) year increments, subject to and in accordance with Rout eware Inc’s Quote attached hereto as Exhibit A and incorporated herein.
NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and CONTRACTOR mutually agree as follows:
1. SCOPE OF WORK . In exchange for the Compensation (defined below), CONTRACTOR shall perform the following: CONTRACTOR to provide a turnkey solution for route management and optimization including hardware, software, implementation, training, and maintenance on equipment at any location specified by City staff within the City’s jurisdiction, and ongoing support for the City of Bakersfield as set forth in more detail in Exhibit A attached hereto and incorporated by reference herein. (“Scope of Work”) . The Scope of Work shall include all items and procedures necessary to properly complete the task CONTRACTOR has been hired to perform, whether specifically included in the Scope of Work or not.
2. COMPENSATION/PAYMENT PROCEDURE . Subject to the conditions of this section, CITY will pay CONTRACTOR as follows for performing the Scope of Work (“Compensation”):
Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B
2.1 Compensation for all work, services, or products called for under this Agreement shall consist of a total payment of SIX HUNDRE D TEN
THOUSAND, ONE HUNDRED FOURTY -FOUR DOLLARS AND TWENTY
CENTS ($610,144.20) made in three (three) annual installments after the Scope of Work is completed as described in Exhibit A attached hereto and incorporated by herein as follows:
$248,759.40 2025 - YEAR ONE (12 MONTHS)
$180,692.40 2026 - YEAR TWO (12 MONTHS)
$180,692.40 2027 - YEAR THREE (12 MONTHS)
2.2 Commencing each 12-month term following the effective date, the previous 12 -month average of the Consumer Price Index of the United States Commerce Department for Los Angeles, Long Beach, Anaheim-shall be consulted and the rates applied to each annual recurring subscription fee increase to be paid to CONTRACTOR for route management and optimization s ubscription services shall be revised upward or downward according to the percentage of difference between the cost of the living factor reflected by such publication for the previous 12 -month average immediately preceding the annual year under consideration and the average cost of living factor reflected by the publication.
CITY will pay CONTRACTOR within thirty ( 30) days after CONTRACTOR submits an itemized invoice for the portions of the initial Scope of Work completed for year one and subsequent renewal quotes for years two and three with the CPI adjustment included and those invoices submitted to the CITY. The Compensation will be the total amount paid to CONTRACTOR for performing the Scope of Work and subsequent annual support, and includes, but is not limited to, all out-of-pocket costs and taxes. CITY will pay no other compensation to CONTRACTOR. In no case will CITY compensate CONTRACTOR more than SIX HUNDRED THIRTY THOUSAND DOLLARS ($630,000.00) for performing the Scope of Work.
3. TERM. Unless terminated sooner or extended , as set forth herein, this Agreement shall terminate three (3) years after the effective date (the “Initial Term”). This Agreement may be extended for two (2) additional one (1) year terms under the same term conditions upon the mutual, written consent of CITY and CONTRACTOR.
4. TERMINATION. Either party may terminate this Agreement for cause or material breach not cured within thirty (30) days of written notification after giving the other party written notice, as provided herein, t hirty (30) days Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B
before the termination is effective.
5. ACCOUNTING RECORDS . CONTRACTOR shall maintain accurate accounting records and other written documentation pertaining to all costs incurred in performance of this Agreement. Such records and documentation shall be kept at CONTRACTOR's office during the term of this Agreement, and for a period of three (3) years from the date of the final payment hereunder and made available to CITY representatives upon request at any time during regular business hours.
6. ASSIGNMENT. Neither this Agreement nor any rights, interests, duties, liabilities, obligations or responsibilities arising out of, concerning or related in any way to this Agreement (including, but not limited to, accounts, actions, causes of action, claims, damages, demands, liabilities, losses, obligations, or reckonings of any kind or nature whatsoever, for compensatory or exemplary and punitive damages, or declaratory, equitable or injunctive relief, whether based on contract, equity, tort or other theories of recovery provided for by the common or statutory law) may be assigned or transferred by any party. Any such assignment is prohibited, and shall be unenforceable and otherwise null and void without the need for further action by the non-assigning party or parties.
7. BINDING EFFECT. The rights and obligations of this Agreement shall inure to the benefit of, and be binding upon, the parties to the Agreement and their heirs, administrators, executors, personal representatives, successors and assigns.
8. COMPLIANCE WITH ALL LAWS . CONTRACTOR shall, at CONTRACTOR ’s sole cost, comply with all of the requirements of municipal, state, and federal authorities now in force, or which may hereafter be in force, pertaining to this Agreement, and shall faithfully observe in all activities relating to or growing out of this Agreement all municipal ordinances and state and federal statutes, rules or regulations, and permitting requirements now in force or which may hereafter be in force including, without limitation, obtaining a City of Bakersfield business tax certificate (Bakersfield Municipal Code Chapter 5.02) where required.
9. CORPORATE AUTHORITY. Each individual signing this Agreement on behalf of entities represent s and warrant s that they are, respectively, duly authorized to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this Agreement.
10. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be considered as an original and be Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B
effective as such.
11. DIRECTION. CONTRACTOR retains the right to control or direct the manner in which the services described herein are performed.
12. EQUIPMENT. CONTRACTOR will supply all equipment, tools, materials and supplies necessary to perform the services under this Agreement.
13. EXECUTION. This Agreement is effective upon the date first written above and is the product of negotiation and all parties are equally responsible for authorship of this Agreement. Section 1654 of the California Civil Code shall not apply to the interpretation of this Agreement.
14. EXHIBITS. In the event of a conflict between the terms, conditions or specifications set forth in this Agreement and those in exhibits attached hereto, the terms, conditions, or specifications set forth in this Agreement shall prevail. All exhibits to which referen ce is made in this Agreement are deemed incorporated in this Agreement, whether or not actually attached.
15. FURTHER ASSURANCES. Each party shall execute and deliver such papers, documents, and instruments, and perform such acts as are necessary or appropriate, to implement the terms of this Agreement and the intent of the parties to this Agreement.
16. GOVERNING LAW. The laws of the State of California will govern the validity of this Agreement and its interpretation and performance. Any litigation arising in any way from this Agreement shall be brought in Kern County, California.
17. INCLUDED DOCUMENTS. Any bid documents, including, without limitation, special provisions and standard specifications and any Request for Proposals, Request for Qualifications and responses thereto relating to this Agreement are incorporated by reference as though fully set forth herein.
18. INDEMNITY. CONTRACTOR shall indemnify, defend, and hold harmless CITY and CITY’s officers, agents and employees against any and all liability, claims, actions, causes of action or demands whatsoever against them, or any of them, before administrative or judicial tribunals of any kind whatsoever, arising out of, connected with, or caused by CONTRACTOR or CONTRACTOR’s employees, agents, independent contractors, companies, or subcontractors in the performance of, or in any way arising from, the terms and provisions of this Agreement whether or not caused in part by a party indemnified hereunder, except for CITY’s sole active negligence or Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B
willful misconduct.
19. INDEPENDENT CONTRACTOR . This Agreement calls for CONTRACTOR’s performance of the Scope of Work as an independent contractor.
CONTRACTOR is not an agent or employee of CITY for any purpose and is not entitled to any of the benefits provided by CITY to its employees. This Agreement shall not be construed as forming a partnership or any other association with CONTRACTOR other than that of an independent contractor.
20. INSURANCE.
20.1 Types and Limits of Insurance . In addition to any other insurance or security required under this Agreement, CONTRACTOR must procure and maintain, for the duration of this Agreement, the types and limits of insurance below ("Basic Insurance Requirements").
20.1.1 Automobile liability insurance , providing coverage for owned, non -owned, and hired autos on an occurrence
basis for bodily injury, including death, of one or more persons, property damage , and personal injury, with limits of not less than $1,000,000 per occurrence.
20.1.2 Commercial general liability insurance , unless otherwise approved by CITY’s Risk Manager, providing coverage on
an occurrence basis for bodily injury, including death, of one or more persons, property damage , and personal
injury, with limits of not less than $1,000,000 per occurrence.
The policy must:
20.1.2.1 Provide contractual liability coverage for the terms of this Agreement;
20.1.2.2 Provide products and completed operations
coverage;
20.1.2.3 Provide premises, operations, and mobile
equipment coverage; and
20.1.2.4 Contain an additional insured endorsement in
favor of CITY and its mayor, council, officers,
agents, employees, and designated volunteers.
20.1.3 Workers' compensation insurance with limits of not less than Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B
$1,000,000 per occurrence . I n accordance with the
provisions of Labor Code Section 3700, every contractor will be required to secure the payment of compensation to his employees. Pursuant to Labor Code Section 1861,
CONTRACTOR must submit to CITY the following
certification before beginning any work on the
Improvements:
I am aware of the provisions of Section 3700 of the
Labor Code which require every employer to be
insured against liability for worker’s compensation or
to undertake self -insurance in accordance with the
provisions of that code, and I will comply with such
provisions before commencing the performance of
the work of this contract.
By executing this Agreement, CONTRACTOR is submitting the certification required above.
The policy must contain a waiver of subrogation in favor of CITY and its mayor, council, officers, agents, employees, and designated volunteers.
20.2 General Provisions Applying to All Insurance Types.
20.2.1 All policies required of CONTRACTOR must be written on a first-dollar coverage basis, or contain a deductible
provision. Subject to CITY’s advance approval,
CONTRACTOR may utilize a self -insured retention in any or all of the policies provided, but the policy or policies may not contain language, whether added by endorsement or
contained in the policy conditions, that prohibits
satisfaction of any self -insured provision or requirement by anyone other than the named insured or by any means
including other insurance or which is intended to defeat the intent or protection of an additional insured.
20.2.2 All policies required of CONTRACTOR must be primary insurance as to CITY and its mayor, council, officers, agents, employees, or designated volunteers and any insurance or self-insurance maintained by CITY and its mayor, council, officers, agents, employees, and designated volunteers
must be excess of CONTRACTOR’s insurance and must not
contribute with it.
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20.2.3 The insurance required above, e xcept for workers’ compensation insurance, must be placed with insurers with a Best’s rating as approved by CITY’s Risk Manager, but in no event less than A-:VII. Any deductibles, self -insured retentions, or insurance in lesser amounts, or lack of certain types of insurance otherwise required by this Agreement, or insurance rated below Best’s A-:VII, must be declared prior to execution of this Agreement and approv ed by CITY in writing.
20.2.4 The insurance required in this section must be maintained until the Scope of Work is satisfactorily completed as
evidenced by CITY’s written acceptance. All policies must provide that there will be continuing liability thereon, notwithstanding any recovery on any policy.
20.2.5 Full compensation for all premiums which CONTRACTOR is required to pay to satisfy the Basic Insurance Requirements shall be considered as included in the prices paid for the performance of the Scope of Work, and no additional
allowance will be made therefor or for additional premiums which may be required by extensions of the policies of
insurance.
20.2.6 It is further understood and agreed by CONTRACTOR that its liability to CITY will not in any way be limited to or affected by the amount of insurance obtained and carried by
CONTRACTOR in connection with this Agreement.
20.2.7 Unless otherwise approved by CITY, if any part of the Scope of Work is subcontracted, the Basic Insurance Requirements must be provided by, or on behalf of, all subcontractors even if CITY has approved lesser insurance requirements for CONTRACTOR, and all subcontractors must agree in writing to be bound by the provisions of this section.
21. INTERPRETATION. Whenever the context so requires, the masculine gender includes the feminine and neuter, and the singular number includes the plural.
22. KEY PERSONNEL . At request of CITY, CONTRACTOR shall name all key personnel to be assigned to the work set forth herein. CITY reserves the right to express any concerns regarding personnel to CONTRACTOR, who will Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B
work with CITY to establish a mutually approved plan to address such concerns.
23. LICENSES. CONTRACTOR shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits and approvals which are legally required for CONTRACTOR to practice its profession and perform the Scope of Work . If CONTRACTOR is a corporation, at least one (1) officer or key employee shall hold the required licenses or professional degrees. If CONTRACTOR is a partnership, at least one (1) partner shall hold the required licensees or professional degrees.
24. MERGER AND MODIFICATION . This Agreement sets forth the entire agreement between the parties and supersedes all other oral or written representations. This Agreement may be modified only in a writing approved by the City Council and signed by all the parties.
25. NO WAIVER OF DEFAULT. The failure of any party to enforce against another party any provision of this Agreement shall not constitute a waiver of that party's right to enforce such a provision at a later time and shall not serve to vary the terms of this Agreement.
26. NON-INTEREST. No CITY officer or employee shall hold any interest in this Agreement (California Government Code section 1090).
27. NOTICES. All notices relative to this Agreement shall be given in writing and shall be personally served or sent by certified or registered mail and be effective upon actual personal service or depositing in the United States mail. The parties shall be addressed a s follows, or at any other address designated by notice:
CITY:
CONTRACTOR:
CITY OF BAKERSFIELD
CITY HALL
1600 Truxtun Avenue
Bakersfield, California 93301
ROUT
EWARE, INC.
7719 Wood Hollow Dr., Suite 150
Austin, Texas 78731
28. RESOURCE ALLOCATION. All CITY obligations under the terms of this Agreement are subject to the appropriation and allocation of resources by the City Council.
29. SB 854 COMPLIANCE . To the extent Labor Code Section 1771.1 applies to Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B
this Agreement, a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, be subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as define d in this chapter, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. It is not a violation of Labor Code Section 1771.1 for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Labor Code Section 1725.5 at the time the contract is awarded. The prime contractor is required to post job site notices in compliance with California Code of Regulations, Title 8, Section 16451. This project is subject to compliance monitoring and enforcement by the California Department of Industrial Relations.
30. STANDARD OF PERFORMANCE . The Scope of Work shall be performed in conformity with all legal requirements and industry standards observed by a specialist of CONTRACTOR’s profession in California.
31. STARTING WORK. CONTRACTOR shall not begin work until authorized to do so in writing by CITY. No work will be authorized before the date first written above.
32. TAX NUMBERS.
CONTRACTOR’s Federal Tax ID Number 93-1314649
CONTRACTOR is a corporation? Yes X No
(Please check one.)
33. THIRD-PARTY CLAIMS. In the case of public works contracts, CITY will timely notify CONTRACTOR of third -party claims relating to this Agreement. CITY shall be allowed to recover from CONTRACTOR, and CONTRACTOR shall pay on demand, all costs of notification.
34. TITLE TO DOCUMENTS . All documents, plans, and drawings, maps, photographs, and other papers, or copies thereof prepared by CONTRACTOR pursuant to the terms of this Agreement, shall, upon preparation, become CITY property.
Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.
"CITY" “CONTRACTOR”
CITY OF BAKERSFIELD ROUTEWARE, INC.
By: ________________________________ By: ________________________________ KAREN GOH Print Name:
Mayor Title:
APPROVED AS TO CONTENT:
TECHNOLOGY SERVICES DEPARTMENT
By: _______________________________
GREGORY PRONOVOST
Director of Technology Services
APPROVED AS TO FORM: COUNTERSIGNED:
(Deputy) City Attorney: ______________________ Finance Director: _____________________
ASHLEY ZAMBRANO RANDY MCKEEGAN
Insurance: ____________
Attachment(s): Exhibit A – Routeware Quote Number Q-14448 and Statement of Work
Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B VP, Accounting
Robert Nelson
E: [email protected] | P: (503) 906-8500 | Q-14448 Q-14448
City of Bakersfield - CA
EXHIBIT A
Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B E: [email protected] | P: (503) 906-8500 | Q-14448 QUOTE NUMBER Q-14448
Ship To
James Leonard
City of Bakersfield
4101 Truxtun Avenue, Building A
Bakersfield, California 93309
United States
[email protected]
Bill To
City of Bakersfield - CA
4101 Truxtun Avenue, Building A
Bakersfield, California 93309
United States
Statement of Confidentiality & Non-Disclosure
This document contains proprietary and confidential information. All information and data submitted to City of Bakersfield - CA is provided in reliance upon its consent not to use or disclose any information contained herein except in the context of its business dealings with Routeware, Inc. The recipient of this document agrees to inform present and future employees of City of Bakersfield - CA who view or have access to its content of its confidential nature. The recipient agrees to instruct each employee that they must not disclose any information concerning this document to others except to the extent that such information is generally known to, and is available for use by, the public. The recipient also agrees not to duplicate or distribute or permit others to duplicate or distribute any material contained herein without Routeware, Inc’s express written consent.
Routeware retains all title, ownership and intellectual property rights to the material and trademarks contained herein, including all supporting documentation, files, marketing materials, and multi-media.
BY ACCEPTANCE OF THIS DOCUMENT THE RECIPIENT AGREES TO BE BOUND BY THE AFOREMENTIONED STATEMENT.
Salesperson Phone Email
Tom Osmun (615) 474-0751 [email protected]
Order Q-14448
Good Through: Dec 23 2025
Payment Terms:
Net 30
Term 36 Months
Routeware, Inc.
7719 Wood Hollow Dr.
Suite #150
Austin, TX 78731
Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B E: [email protected] | P: (503) 906-8500 | Q-14448 QUOTE NUMBER Q-14448
SERVICES
PRODUCT UNIT QTY UNIT PRICE EXTENDED
SmartCity Implementation (Small) Each 1 $15,000.00 $15,000.00 Vehicle Installation Each 42 $361.00 $15,162.00
Camera System Installation Each 42 $361.00 $15,162.00
Additional Camera Installation Each 126 $180.50 $22,743.00 SERVICES TOTAL (USD): $68,067.00
RECURRING SUBSCRIPTIONS
PRODUCT
UNIT
QTY
UNIT PRICE EXTENDED
SmartCity Base Fee Annually
42 $327.60 $13,759.20
Solid Waste Operations Annually
42 $2,074.80 $87,141.60
Premium Video System Fee Annually
42 $658.80 $27,669.60
In-Cab Interface (Tablet) Annually
42 $600.60 $25,225.20
Standard 4 Camera System as a Service Annually
42 $428.40 $17,992.80
Video Hardware as a Service Annually
42 $162.00 $6,804.00
API Access Annually
1 $2,100.00 $2,100.00
SUBSCRIPTIONS TOTAL (USD): $180,692.40
Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B Payment Terms -
Hardware is invoiced seven (7) days after execution of the Order.
Software Fees are invoiced sixty (60) days after the Contract Start Date (the Effective Service Date).
Invoices for Recurring Subscriptions shall be issued annually in advance, with the initial invoice issued on the Effective Service Date and each subsequent invoice due on the corresponding date of each successive anniversary thereafter. The term of the Recurring Subscription(s) shall commence on the Effective Service Date.
For all other services, Company will submit invoices for services to the Customer by the 10th of the month following the month in which Company provided services and Company’s invoice will have a date, an invoice number, a purchase order number and a description of the goods or services.
Beginning on the first anniversary of the Effective Service Date, Annual Recurring Subscription fee increases shall not exceed the previous twelve (12) months' average Consumer Price Index of the United States Commerce Department for Los Angeles, Long Beach, Anaheim (CPI) percentage rate during the Term of the Agreement.
Additional Terms:
If Data usage is greater than 1GB per vehicle per month, Routeware may limit network speeds or limit the actual downloading of video files.
SOW Additional Term:
Mutual agreement of the accompanying Statement of Work (SOW) or Work Authorization (WAF) for the implementation is required prior to contract execution.
Any Time and Materials hours included in this Order represent our best estimate of hours required for the Project, based on our experience. You understand and agree that actual fees may differ. Fixed Fee Pricing reflects Routeware’s current understanding of the business requirements and the anticipated future state of the project. All fee and timeline estimates are based on the information provided to-date, including system requirements and resource allocations. It does not account for presently unknown circumstances that create uncertainty. These include, for example, level of participation, complexity of processes and requirements, unknown system and data elements, changes in scope of work, changes in assumptions, delays caused by you or third parties, or other conditions outside of our reasonable control. We will notify you if we expect to exceed cost or timeline estimates, and this will be addressed through the change order process described below.
We will work with your Project Manager to help manage the scope of the Services within the estimate provided. However, both parties acknowledge and agree that actual fees may differ from this estimate. If we determine there has been a change in or unsuccessful completion of responsibilities or assumptions set forth in this Proposal, a change order may be required. In addition, any Project changes, including to address unknown circumstances, additional work requested by you or changed requirements, will require a Change Order, which may also impact the Project timeline. You understand that, in all instances, Routeware's compensation will be based upon the work actually performed and expenses actually incurred.
Terms & Conditions Information
This Order and all products and services herein are subject to and limited to the terms and conditions as detailed in the INDEPENDENT CONTRACTOR'S AGREEMENT and any subsequent Amendments by and between CITY OF BAKERSFIELD, and ROUTEWARE, INC., dated as of the final signatory, attached to this Order Q-14448. Any purchase orders issued in response to this Order will be deemed acceptance of such terms.
Prices are exclusive of any federal, state, or local taxes. The customer is responsible for all federal, state, and local taxes.
This system requires a specific server to operate Routeware software, which may need to be purchased separately.
This system requires cellular connectivity for each vehicle which may need to be purchased separately.
If route sequencing by Routeware is a requirement, additional professional services fees may apply.
On-Board Computer software is sold as a perpetual license, allowing the license to be activated on replacement hardware.
Q-14448
Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B Any lapse in support voids perpetual license.
Pricing does not include freight cost or travel expenses, which will be invoiced as they are incurred.
Subscription Hardware Additional Terms -
All Hardware on this Order sold as a subscription is the property of Routeware. Throughout the term of this Order and at no additional cost to the Customer, Routeware will repair or replace defective Subscription Hardware purchased on this Order with a comparable unit, provided that, in Routeware's sole determination, the unit has not been damaged beyond normal wear and tear. Normal wear and tear includes battery/component failure, scratches and superficial damage to the top, bottom, and corners of the unit. That not covered under the replacement program includes, but is not limited to, damage from (a) drops, (b) immersion in water, (c) cracked screens caused by excess pressure or hard devices, or (d) deliberate damage to the unit. Unit replacement costs resulting from damage not covered by the warranty is the responsibility of Customer. Customer shall surrender to Routeware any computers that are replaced under this program. Notwithstanding any other agreements or clauses on this matter in this agreement or others, Routeware reserves the right to increase monthly service if, in Routeware's sole determination, units are routinely abused or mishandled to the point of failure. Refer to the Hardware and Software Warranties Section of the Routeware Master Sales and License Agreement (MSLA) for additional warranty details. At the conclusion of the License Period, Customer shall return all Subscription Hardware to Routeware in good condition and working order. In the event the Customer does not return all Subscription Hardware, or the Subscription Hardware is damaged, lost, or stolen while in the Customer’s possession, the Subscription Hardware will be deemed sold to Customer, and Customer agrees to pay the then-current list price (plus any applicable taxes) upon receipt of an invoice.
Accounts Payable Details:
Name:
Title:
Email:
Phone:
Q-14448
Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B IN WITNESS WHEREOF, the Parties to the Order Form has caused it to be executed by their authorized officers as the day and year of the signatories below.
City of Bakersfield - CA
Signature:
\s1\
Date:
\d1\
Name (Print):
\n1\
Title:
\t1\
Purchase Order Details:
Purchase Order number:
/docusign fun/
Issuance of Purchase Order ("PO") in lieu of signature denotes acceptance of Order Form by Customer. Receipt of complete and accurate PO is required prior to Order execution.
Routeware, Inc, and Affiliates
Signature:
\s4\
Date:
\d4\
Name (Print):
\n4\
Title:
\t4\
Please sign and email to Tom Osmun at [email protected]
FOR INTERNAL USE ONLY
Reviewed By:
\s3\
Q-14448
Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B
16525 SW 72nd Ave.
Portland, OR 97224
www.Routeware.com
(503) 906-8500 | Corporate Offices
(877) 906-8550 | Toll Free
(503) 906-8544 | Fax
ROUTEWARE INC. CONFIDENTIAL PAGE 1 OF 8
STATEMENT OF WORK
Purpose
This statement of work (“SOW”) and any addenda attached hereto, sets forth the deliverables associated with the Routeware Inc. implementation of licensed software/subscription services (hereafter “Product” or “Services”) as determined by the applicable Master Sales and License Agreement and Professional Services Agreement, hereafter “Agreement”, executed by the Solid Waste Authority of Central Ohio (“Licensee” or “Customer” or “Subscriber”) and Routeware Inc. (“Licensor” or “Provider”).
This SOW and attached Addenda set forth the scope and objectives, project stages, project governance and objectives, gate checks and lifecycle stages, and change management, applicable to the implementation of the Product or Services as further identified within the Routeware Inc. line of business below:
☒ SmartCity
☒ Solid Waste
☐ Snow/Sweep
☒ Smart City Driver App – Routeware TaaS
☐ Smart City Driver App – BYOD
☒ Premium Video
☐ GeoTab Devices
☐ ReCollect
☐ Small Implementation
☐ Collection Calendar
☐ Waste Wizard
☐ Sorting Game
☐ Custom Artwork
☐ Mobile App
☐ Large Implementation
☐ Service Request Tool
☐ Curbside Audit
☐ EasyRoute
☐ Compliance Publishing
Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B ROUTEWARE INC. CONFIDENTIAL PAGE 2 OF 8
Routeware Inc.’s Gate Checks
Routeware Inc. will develop a project plan to manage the implementation lifecycle and to report on progress. Any requests for deviations to the project plan will be documented, reviewed, and approved by the respective project managers for the Customer and Routeware Inc. In addition, a summary of requested changes will also be reviewed during the scheduled gate check reviews. Changes must be mutually approved by both parties.
As part of its standard and proven project execution, Routeware Inc. will structure the project into several phases designed to ensure success. Routeware Inc. will work collaboratively with the Customer to develop a plan that details requirements, assigns responsibilities, and sets due dates – to best achieve the goal of meeting the designated go-live date with a minimum of business disruption. From the onset of the project, Routeware Inc. will assign a core implementation team.
Routeware Inc. will execute gate check reviews at the completion of the Discover, Design, and Deploy stages of the project lifecycle. The gate check reviews provide the following:
Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B ROUTEWARE INC. CONFIDENTIAL PAGE 3 OF 8
Stage 1 - Discover
The Discover stage includes the comprehensive planning and resource scheduling for the duration of the project, including a review of the approach and governance, the cadence for status reporting, and clarification of roles and responsibilities for Routeware Inc. and Customer project team members. It also includes the requirements confirmation interview, documentation, and approval, along with the initial solution configuration based on Routeware Inc.’s best practices for a specific Customer’s needs, and the import of Customer data.
Stage 2 - Design
The “future state” is documented, reviewed, and approved by the Customer, including a validation of the data imported, upon which time the environment is provisioned, the solution installed, and the Customer provided access to the solution. There will be progressive “targeted” training and begin the solution familiarization process for key users, along with the creation of a validation plan to be used during the Deploy stage. The Routeware Inc. team performs an internal verification that the solution, as configured, is operating properly, and aligns with the approved requirements and future state configuration, reaching the milestone referred to as being “solution complete”.
Stage 3 - Deploy
The Deploy stage includes scenario-based training, followed by the Customer’s end-to-end validation of the solution across business scenarios/use cases identified and configured during the Discover and Design stages. Scenario-based training - typically conducted with Customer-identified “super users” - follows a tell, show, do model, where the individual delivering the training outlines the scenario, then demonstrates the scenario, and finally the super users complete an end-to-end example themselves using the “happy path”, a clean, well-executed process without exceptions. Upon completion of the validation plan, the milestone of “solution acceptance” is confirmed by the Customer. At go-live there is final training and practice for end users and drivers, with a focus on what a user needs to do in the system to complete the duties of a particular role, including handling of typical “operational exceptions” encountered on a day-to-day basis. The final system cutover is performed and Routeware Inc. aids the Customer during the go live event and stabilization period, helping to triage, manage and resolve issues that may arise, followed by a transition to support, and project closeout.
Services
The scope of Services outlined below provides a breakdown of the key components and gate checks of the Routeware Inc. implementation and the corresponding deliverables provided by Routeware Inc. and the Customer.
Routeware Inc. Deliverables Customer Deliverables
Discover Key activities include:
● Project kick-off
● Develop implementation plan/key
milestones
● Complete pre-implementation documents
● Review, document, and approve business
requirements:
o Scenarios
Key activities include:
● Define/assemble project team
● Project planning
● Define measures of project success
Key deliverables include:
● Process questionnaires
Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B
ROUTEWARE INC. CONFIDENTIAL PAGE 4 OF 8
o Reporting
o Integrations
o Data workshop/Data import
Key deliverables include:
● Draft project plan
● Session agendas
● Documented business requirements
● Environment provisioning/solution
installation
● Provide documented process to
model recommended configuration
● Provide sample data sets
Design Key activities include:
● Define, configure, document and approve
future state
● Conduct status meetings
● Update project plan
● Install solutions(s)
● Targeted training on data maintenance,
transactions etc.
● Solution familiarization exercises
● Drafting solution validation plan
● Creation of scenario-based training plan
● Conduct status meetings
Key deliverables include:
● Data import (3 imports into test
environment)
● Solution configuration
o Users
o Customers
o Equipment
o Routes
o Codes
o Other applicable data
● Session agendas
● Targeted training
● Final solution configuration
● Design gate check
● Project plan revisions
Key activities include:
● Customer completes recommended
Product training
● Attend all system configuration
sessions
● Complete all action items after each
system configuration session
● Required configuration and testing
● Internal process review
● Attend all design sessions
● Complete solution familiarization
exercises
● Attend all status meetings
● Begin work on change management
activities
Key deliverables include:
● Approved business requirements
● Provide data for import
o Accepted file formats
include .csv or .xml
o Updated data sets as
required
● Approved future state
configurations
● Enumeration of test plans
● Solution familiarization activities
● Data maintenance
● Transaction practice
● Solution validation
● Usage documentation and/or
standard operating procedures
(SOPs)
● Approval/sign-off
Deploy Key activities include:
● Scenario-based super user training
● Solution validation (user acceptance
testing, UAT)
● Creation of end-user training plan
● Solution acceptance milestone
● Conduct status meetings
● Update project plan
Key activities include:
● Solution validation activities
● End-user training plans
● Approval/sign-off
● Solution acceptance
Key deliverables include:
● End-user training and practice
Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B ROUTEWARE INC. CONFIDENTIAL PAGE 5 OF 8
● End-user training and practice
● Go-live cutover
● Issue management and stabilization
● Transition to support
● Project closeout
Key deliverables include:
● Scenario-based training
● Readiness gate check
● Project plan revisions
● Go-live cutover and stabilization assistance
● Issue management and resolution
● Transition to support
● Project closeout
● Issue triage and management
Recommended Product Implementation Order
DISCLAMER:
• All implementation durations noted below are estimates based on previous implementation projects.
Timelines for your implementation of each system will vary based on a number of variables including, but not limited to, data quality, resource availability, and the size/complexity of your operation. • Routeware’s implementation teams will always prioritize quality over speed and will provide and maintain a detailed project plan based on your particular needs and goals.
1. Data Workshop
Completion Time: 4-12+ weeks depending on data quality and integrity. • Routeware’s Project Management and Implementation resources in conjunction with Routeware’s data experts will work in collaboration with your project team to acquire the data required for system configuration from your legacy system in its current state. • Routeware’s data experts will map your data to configure your new system. • Routeware’s implementation team will work with your project team to validate this data work before and after it’s imported.
• Routeware’s project team will work with your project team to create a “Go-Live data refresh” plan to ensure data is refreshed as close to go-live as possible.
Note: While Routeware can map your data to the new system, Routeware’s ability to “Clean” legacy data is limited. Your resources may be required to make adjustments to data within the legacy system.
2. Customer and Operations Management – Smart City
Implementation Time: Date Validated and Complete + 12 weeks • Source of truth for all data related to customers and operations. • These systems will integrate with and/or supply nearly all of the data that additional Routeware products require.
• These systems are the “heaviest lifts” to implement in the Routeware product suite. “It’s all downhill from here.”
• These systems are set up in the image of “How the organization operates today” while keeping potential final state changes to the operation in mind. o Routeware recommends not making any unnecessary changes to existing operational processes to avoid undue stress on end users. E.g. If you’re planning to optimize your route Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B
ROUTEWARE INC. CONFIDENTIAL PAGE 6 OF 8
plans and implement on-board computers for drivers as a part of this project, Routeware strongly recommends not implementing both at the same.
o Routeware’s Project Managers will assist your operation with planning the best steps for getting from where you are today to your desired final state.
3. Compliance Tracking – Recyclist, Compliance Publishing Implementation Time: 6-8 weeks
• Implementing Recyclist can technically be done at any time in parallel with other products assuming your implementation resources have enough bandwidth. However, Routeware recommends kicking off the Recyclist implementation following the completion of the Customer and Operations Management system.
4. Customer Communication & Education – ReCollect
Implementation Time: 6-12 weeks depending on modules purchased. • ReCollect can technically be implemented at any time in parallel with other products assuming your implementation resources have enough bandwidth. However, depending on the ReCollect modules purchased, ReCollect will work in concert with your Customer and Operations Management system and as such Routeware recommends starting the ReCollect Implementation following the Customer and Operations Management system implementation to avoid duplication of effort in the provisioning processes.
Assumptions
● All data to be imported will be provided in the Routeware Inc.-approved .csv, .sql or .xml format, and will not require transformation during the import process.
● The Customer will provide adequate resources and key decision makers required to meet tasks associated with implementation milestones.
● The Routeware Inc. project manager will be the primary contact throughout the project, will coordinate the efforts of implementation consultants and subject matter experts (SMEs) throughout the project, and will establish a cadence of status meetings with the Customer. ● The data import process will validate the integrity of the data, and exceptions provided back to the Customer for resolution prior to final import.
Out of Scope
● Interfaces – No interfaces to 3rd party applications are included in this Scope of Work. o If an interface to a 3rd party technology solution is required a secondary SOW will be drafted following process discovery and technical scoping conversations including Routeware, the customer, and the 3rd party technology provider.
● Custom Reports – Reporting is robust across all Routeware Inc. solutions. If you require unique custom reports, those will be scoped separately with an estimate for your consideration. ● Customized development work to any Routeware system.
● Development of non-standard workflows, use cases, or business practices. ● Development of non-standard training documents
Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B
ROUTEWARE INC. CONFIDENTIAL PAGE 7 OF 8
SOW Change Order
Changes to a SOW will require a written change order signed by the parties prior to implementation of the changes. Such changes may include, for example, changes to the scope of work and any corresponding changes to the estimated fees and schedule for the performance of the applicable Services. Upon Routeware Inc.’s receipt of a change order request from the Customer, Routeware Inc. will promptly notify the Customer if Routeware Inc. believes that the change order request requires an adjustment to the fees or to the schedule for the performance of the applicable Services. In such an event, the parties will negotiate in good faith a reasonable and equitable adjustment to the fees and/or schedule, as applicable. During such negotiations, Routeware Inc. may continue to perform Services pursuant to the existing SOW and will have no obligation to perform Services pursuant to the change order request unless and until the parties have executed an applicable change order. Any time and materials that are required to evaluate a change order request are billable at Routeware Inc.’s then-current standard rates.
Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B ROUTEWARE INC. CONFIDENTIAL PAGE 8 OF 8
Services Summary
All pricing for the Professional Services described in this Scope of Work is included in the accompanying Order Form(s) #Q-14448. Fees are based on a fixed fee structure and reflect Routeware Inc.’s current understanding of the Customer’s business requirements and the anticipated future state of the project. Any changes to this Scope of Work or requests for additional services will require a new SOW and may incur additional charges at Routeware Inc.’s then-current rates. Final acceptance of this SOW will follow the formal quote which includes this document. ☒ Fixed Fee
Professional Services Description QTY
SmartCity Implementation Project planning, resource coordination, status reporting, budget, risk and issue management, requirements confirmation, solution configuration, documentation, training, go live assistance, Initial data import 1 Confidentiality Statement
This SOW, including all attachments, copies, and derivatives thereof, is considered Routeware Inc. confidential information, and is subject to all obligations of confidentiality set forth in the Agreement.
Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED?
INSR ADDLSUBRLTR INSDWVD
PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext):E-MAILADDRESS:INSURER A :INSURED INSURER B :INSURER C :INSURER D :INSURER E :INSURER F :
POLICY NUMBERPOLICY EFFPOLICY EXPTYPE OF INSURANCELIMITS(MM/DD/YYYY)(MM/DD/YYYY)
AUTOMOBILE LIABILITY
UMBRELLA LIABEXCESS LIABWORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE$DAMAGE TO RENTEDCLAIMS-MADEOCCUR $PREMISES (Ea occurrence)MED EXP (Any one person)$PERSONAL & ADV INJURY$GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$PRO-POLICYLOC PRODUCTS - COMP/OP AGGJECT OTHER: $COMBINED SINGLE LIMIT$(Ea accident)ANY AUTO BODILY INJURY (Per person)$OWNEDSCHEDULEDBODILY INJURY (Per accident)$AUTOS ONLYAUTOSHIREDNON-OWNEDPROPERTY DAMAGE$AUTOS ONLYAUTOS ONLY(Per accident)$OCCUR EACH OCCURRENCECLAIMS-MADEAGGREGATE$DEDRETENTION$ PEROTH-STATUTEERE.L. EACH ACCIDENTE.L. DISEASE - EA EMPLOYEE$If yes, describe underE.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGENAIC #
COMMERCIAL GENERAL LIABILITY
Y / NN / A(Mandatory in NH)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
COVERAGESCERTIFICATE NUMBER:REVISION NUMBER:
CERTIFICATE HOLDERCANCELLATION
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CERTIFICATE OF LIABILITY INSURANCEDATE (MM/DD/YYYY)
$
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The ACORD name and logo are registered marks of ACORD
10/22/2025
(503) 210-2302(503) 210-232320494Routeware, Inc.; Routeware TopCo, LLC16525 SW 72nd Ave.Portland, OR 9722420427352893606422292 A 1,000,000XX70343170328/18/20258/18/20261,000,00015,0001,000,0002,000,0002,000,0001,000,000B 70343467428/18/20258/18/20265,000,000C 70343170298/18/20258/18/20265,000,00010,000D XWZ2H464456-041/16/20251/16/20261,000,0001,000,0001,000,000ECyber/Tech E&OLH2-J366440-024/1/2025Occurrence/Aggregate5,000,000E LH2-J366440-024/1/20254/1/2026Retro Date: 09/21/21Re: City of Bakersfield, and its mayor, council, officers, agents, employees, and designated volunteers are included as additional insured, a waiver of subrogation is included and coverage is primary non-contributory per attached policy forms.
City of BakersfieldPublic Works Solid Waste DivisionAttn: Richard Gutierrez, Solid Waste Superintendent4101 Truxtun Ave., Building ABakersfield, CA 93309 ROUTTOP-01CBURNETT
Hub International Northwest LLC2 Centerpointe Drive Suite 650Lake Oswego, OR 97035Christa [email protected] Insurance CompanyAmerican Casualty Co of Reading PAThe Continental Insurance CompanyHanover American InsuranceHanover Insurance Company X4/1/2026
X XXX XXXX
Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B Routeware, Inc.
Andrews Software, Inc.
anneker Routeware Investors
Citizen Communications, LLC
Compliance Publishing Corporation
Core Computing Solutions, Inc.
Ea syRo ute , Inc
ReCollect Systems, Inc.
Recyclist
Routeware Canada, Inc.
Routeware Global, Inc.
Corporation Additional Named Insured
Limited Liability Company Additional Named Insured
Limited Liability Company Additional Named Insured
Corporation Additional Named Insured
Corporation Additional Named Insured
Corporation Additional Named Insured
Corporation Additional Named Insured
Doing Business As
Corporation Additional Named Insured
Corporation Additional Named Insured
Routeware HoldCo, LLC
Routeware Holdings, Inc.
Limited Liability Company Additional Named Insured
Corporation Additional Named Insured
Corporation Doing Business As
Additional Named Insured
Wastech Corporation
llyPro, LLC
Limited Liability Company Additional Named Insured
Routeware Limited
Corporation Additional Named Insured
Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B Docusign Envelope ID: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B Certificate Of Completion
Envelope Id: 8887ED49-40C8-4B74-AA66-C2FA53B58B3B
Status: Sent
Subject: Complete with Docusign: Routeware_Insurance.pdf, Ind Cont Agmt- Routeware Inc _Route Management...
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City Clerk's Office
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[email protected]
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Robert Nelson
[email protected]
VP, Accounting
Routeware Inc
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Gregory Pronovost
[email protected]
Technology Services Director
City of Bakersfield, Technology Services Department
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