Routeware, Inc.
16525 SW 72nd Ave
Portland, Oregon 97224
United States
Phone: (503) 906-8500
Email: [email protected]
Order Form
Order #: Q-10351-1
Agreement Term: 36 Months
Offer Good Through: 1/5/2025
Ship To
Avneet Mahil
City of Manteca - CA
210 E Wetmore St.
Manteca, California 95337
United States
(209) 456-8457
[email protected]
Bill To
City of Manteca - CA
210 E Wetmore St.
Manteca, California 95337
United States
SALESPERSON PHONE EMAIL PAYMENT TERMS
Kevin Hahn (650) 430-6012 [email protected] Net 10
Statement of Confidentiality & Non-Disclosure
This document contains proprietary and confidential information. All information and data submitted to City of Manteca - 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 Manteca - 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, Inc. 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 Q-10351-1 - 12/6/2024
ATTACHMENT 2
Hardware
PRODUCT UNIT QTY UNIT PRICE EXTENDED
Camera Controller (Camera Not Included) Each 45 USD 499.00 USD 22,455.00 Standard HD Camera for Camera Controller with
Cable
Each 178 USD 95.00 USD 16,910.00
Monitor for Camera Controller Each 3 USD 42.00 USD 126.00 Camera Power Kit Each 45 USD 40.00 USD 1,800.00
Reverse Camera Connector Kit (Android) Each 45 USD 82.00 USD 3,690.00 Dual Facing HD Dash Camera (Interior Only) for
Camera Controller with Cables
Each 45 USD 147.00 USD 6,615.00
Video Service Hardware Each 45 USD 205.00 USD 9,225.00
Heavy Duty Tablet 10" Android TA4PRO with Full
Install Kit - Price included in monthly service fee
Each 45 USD 0.00 USD 0.00
Loadman and Airweigh Connector Cable Each 29 USD 7.00 USD 203.00 MDVR Monitor and Cabling for In Cab Mounting Each 45 USD 145.00 USD 6,525.00 Regular Duty Tablet, True Serial Cable for Scales Each 29 USD 42.50 USD 1,232.50 RFID, Reader, Handheld UHF Each 1 USD 415.00 USD 415.00 RFID Reader for Heavy Duty Android Tablets Each 31 USD 1,806.00 USD 55,986.00 Hardware Total: USD 125,182.50
Services
PRODUCT UNIT QTY UNIT PRICE EXTENDED
Camera System Installation Each 45 USD 300.00 USD 13,500.00 Additional Camera Installation Each 178 USD 190.00 USD 33,820.00 Backup Camera Auto Trigger Installation Each 45 USD 190.00 USD 8,550.00 Vehicle Installation Each 45 USD 300.00 USD 13,500.00
Project Management and Training Each 1 USD 15,000.00 USD 15,000.00 RFID Installation Each 31 USD 360.00 USD 11,160.00
Routeware Professional Services Per Hour 180 USD 225.00 USD 40,500.00 Scale Configuration Installation Each 29 USD 80.00 USD 2,320.00 Camera Monitor Installation Each 45 USD 40.00 USD 1,800.00 Services Total: USD 140,150.00
Q-10351-1 - 12/6/2024
ATTACHMENT 2
Payment Terms -
Hardware is invoiced seven (7) days after execution of the Order.
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.
Terms & Conditions Information
This Order and all products and services herein are subject to and limited to the terms and conditions located at https:// www.routeware.com/Clients. Any purchase orders issued in response to this Order, will be deemed acceptance of such terms. http://www.routeware.com/Clients Password: RWClient1!
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.
Any lapse in support voids perpetual license.
Pricing does not include freight cost or travel expenses, which will be invoiced as they are incurred.
Professional Services Project Terms:
The hours included in this order and the accompanying Statement of Work represent our best estimate of hours required for the Project, based on our experience. You understand and agree that actual fees may differ. All fee and timeline estimates are based on the information provided to us to-date, including your system requirements and resource allocations. It does not account for presently unknown circumstances that create uncertainty. These include, for example, your level of participation, complexity of your 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. Change Orders 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.
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 Section 7.2 of the Routeware Master Sales and License Agreement 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.
Customer Responsibility for Auto Backup Camera on Reverse Trigger:
Q-10351-1 - 12/6/2024
ATTACHMENT 2
The Routeware Backup Camera on Reverse Smart Truck Feature allows the Routeware system to pull a specific camera up on the tablet when the vehicle is put into Reverse. This event requires a "trigger" to indicate to the system that the vehicle is now in Reverse. Routeware requires a circuit that will go "voltage high" (Above 11 VDC) when the vehicle is put into Reverse, A Routeware installer can then "T" off of the circuit and connect it to our input sensors.
To avoid any vehicle-related concerns or issues Routeware requires the customers to identify an appropriate circuit to use for this purpose. Once this circuit is identified, Routeware will connect our input sensors to this circuit. Routeware will provide general knowledge and or troubleshooting but are reliant on the customer guidance for this feature implementation.
Q-10351-1 - 12/6/2024
ATTACHMENT 2
City of Manteca - CA
Signature: \s1\ Date:\d1\
Name (Print): \n1\ Title:\t1\
Routeware, Inc., and affiliates
Signature: \s3\ Date:\d3\
Name (Print): \n3\ Title:\t3\
Please sign and email to Kevin Hahn at [email protected]
FOR INTERNAL USE ONLY
Reviewed By:
\s2\
Q-10351-1 - 12/6/2024
ATTACHMENT 2
16525 SW 72nd Ave.
Portland, OR 97224
www.Routeware Inc..com
(503) 906-8500 | Corporate Offices
(877) 906-8550 | Toll Free
(503) 906-8544 | Fax
ROUTEWARE INC. CONFIDENTIAL PAGE 1 OF 7
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 city of Manteca, CA (“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:
☒Routeware
☒3
rd Party Integration (Tyler New World <> Routeware)
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:
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ROUTEWARE INC. CONFIDENTIAL PAGE 2 OF 7
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
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ROUTEWARE INC. CONFIDENTIAL PAGE 3 OF 7
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
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ROUTEWARE INC. CONFIDENTIAL PAGE 4 OF 7
● 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
RCC<>Tyler New World Integration
The City of Manteca, CA is implementing Routeware’s RCC product. The system will integrate with the City’s Tyler New World ERP system, which serves as the RMS, route management system, acting as the system of record for active commercial and residential addresses. The integration will keep RCC synced with the active accounts in Tyler New World.
1. Import from Tyler New World ERP.
a. Routeware will create a test instance that will be removed after the integration is online in Production b. Routeware will establish a SFTP host and provide the customer with credentials to mount to this host. c. The customer generates a daily flat file (xml or csv) and automation to save the file(s) to the Import directory on the SFTP
d. The file fields contain route details determined by the Integration use cases. This typically includes parameters such as LocationID, Address fields, container information, pickup frequency, etc.
2. Export from RCC.
a. The integration will be export enable-ready. If, in the future, the customer would like to import RCC data back into Tyler New World, the system will be built to quickly make RCC data available.
3. Additional scoping is required for understanding the customer’s use cases and data mapping of common fields between RCC and Tyler New World for building the final integration. a. Behaviors when accounts at service locations go inactive, work orders, account transfers, container numbers are examples where further details are required.
4. Routeware to provide guidance for testing and validating the interface You agree and acknowledge that our ability to successfully complete the Professional Services is dependent on accurate and complete scoping of the effort required (“Scoping Activities”), and on your identification of non-standard systems, newlyreleased or older versions of software used by you that may impact our provision of the Professional Services (“Scoping Information”). You represent that you have provided to us all relevant Scoping Information known to you.
You (and to the extent you utilize third parties who will be involved in the Professional Services provided by us hereunder (“Third Party Consultants”), your Third Party Consultants) will (a) provide us with reasonably requested and timely information, access, resources and approvals to assist us with its provision of Professional Services, and (b) will use diligent efforts to work with us to ensure timely completion of Professional Services (collectively, “Required Assistance”). You acknowledge that the required Assistance will require collaboration between us and you and/or your Third Party Consultants, and will require your active and sustained participation in order to be completed in a timely, effective and complete manner.
Assumptions
● The Customer will provide adequate resources and key decision makers required to meet tasks associated with implementation milestones.
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ROUTEWARE INC. CONFIDENTIAL PAGE 5 OF 7
● 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.
● This SOW is based on current assumptions and information currently known as of the SOW Effective Date.
During the provision of Professional Services, we will engage in Scoping Activities and gather Scoping Information about your requirements and use cases as described above. In the event of supplements or changes to project scope, Scoping Information, requirements, deliverables, or other factors, the scope of the Professional Services may change, necessitating a Change Order mutually agreed by the Parties. This Change Order may affect scope, timeline and/or proposed cost. ● The failure to provide Required Assistance by you or any of your Third Party Consultants may result in delays in the completion of Professional Services, which delays will not be our responsibility, and may result in delays in completion of Professional Services and/or the need for a Change Order to account for changes in scope, timelines, and/or fees. You also agree and acknowledge that you will hold us harmless from any delays, incremental costs, or other liability resulting from the acts or omissions of your Third Party Consultants.
● Inclement weather and other events beyond our reasonable control (e.g., that creates dangerous or unsafe working conditions for our personnel) may impact our ability to provide Professional Services, and/or may impact our ability to meet the target dates set forth in this SOW. ● The project manager assigned to this project is assigned to you for the duration of this SOW only. Following project completion, we will provide direction to you for day-to-day interactions relating to the Professional Services provided hereunder.
● Key Factors for a Technical Integration
o Endpoints will be available prior to our work beginning along with all required documentation. o Direct SME-to-SME communication channels are required. o Any custom integration may require technical expertise from someone outside the Customer which would be provided at Customer expense
o Any delays or blockers will put the project at risk
o Time-to-address any technical issues during the project will be a driver of the schedule o Regular schedule of tech team sessions to review progress, but “real time” ability to communicate Out of Scope
● 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. ● Routeware direct updates to Tyler New World ERP
● Integration with the customer’s GIS or any other system 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 ATTACHMENT 2
ROUTEWARE INC. CONFIDENTIAL PAGE 6 OF 7
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.
Pricing
An estimate for the Routeware Inc. Professional Services stated herein is set forth in the Order Form(s)# Q-10351 is based on time and materials required as related to the Product or Service, Routeware Inc.’s current understanding of the Customer’s business requirements, and the expected future state of the project or a fixed fee. Any new SOW or changes or requests for additional Services hereunder shall incur additional charges billed at Routeware Inc.’s then-current rates.
The estimated fees are provided for budgetary purposes only. Fees for Professional Services will be billed on either a time and materials or fixed fee basis, as specified below, and shall be payable to Routeware Inc. in consideration of the Professional Services provided under this SOW. ☒ Fixed Fee
Professional Services Description Qty Rate Total
Routeware Control Center &
rwMobile Implementation
Project planning, resource coordination, status
reporting, budget, risk and issue management,
requirements confirmation, solution
configuration, documentation, training, go live
assistance
1 $15,000 $15,000
RCC<>Tyler New World
Integration
Project planning, resource coordination, status
reporting, budget, risk and issue management,
requirements confirmation, solution
configuration, documentation, training, go live
assistance
1 $40,500 $40,500
TOTAL $65,500
Fees shall be payable in accordance with the terms of the governing Agreement. Fees do not include charges for any taxes imposed by any government authority on the provision of Professional Services to you, and you shall pay any such taxes upon our invoice, including without limitation any sales or use tax a governmental authority may impose on the provision of Professional Services to you (but excluding any taxes based upon our net income).
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ROUTEWARE INC. CONFIDENTIAL PAGE 7 OF 7
In addition to paying the fees described above, you will reimburse us for reasonable travel, lodging and other expenses incurred in connection with Professional Services under this SOW, provided that such expenses shall not be reimbursable unless we have provided you with receipts or other documentation reasonably substantiating such expenses or costs as part of the reimbursement request. Final acceptance of this SOW will follow the formal quote which includes this document.
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.
ATTACHMENT 2