C2024-201-A1
2353958.1 13645.001 Page 1 of 3
1st AMENDMENT OF CONTRACT
BY AND BETWEEN CITY OF MANTECA
AND Routeware Inc.
THIS 1st AMENDMENT (“Amendment”) to the December 30, 2024 Agreement by and between the City of Manteca and Routeware Inc. ("Agreement") is made and entered into this {{esl:Signer4:textfield:size(75,20),offset(0,-12)}} day of {{esl:Signer4:textfield:size(75,20),offset(0,-12)}} , {{esl:Signer4:textfield:size(75,20),offset(0,-12)}} by and between the CITY OF MANTECA, a municipal corporation of the State of California (hereinafter referred to as "CITY"), and Routeware Inc..
RECITALS:
A. WHEREAS, CITY and Routeware Inc. entered into the Agreement on or around December 30, 2024, for the provision of of services Routeware, Inc's in-cab Fleet Management solution hardware and cloud-based software for solid waste and recycling organizations (the "Services"); and
B. WHEREAS, the CITY and Routeware Inc. desire to amend the Agreement in order to increase overall compensation for the Services to Eight Hunderd Ninety Five Thousand Dollars and Zero Cents ($895,000) under the Agreement.
C. WHEREAS, Section 5. Amendments, Changes or Modifications of the Agreement allows the Parties to mutually agree to amend the Agreement in writing.
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree as follows:
AGREEMENT
1. INCORPORATION OF RECITALS. The recitals set forth above are hereby incorporated into this Amendment as if set forth herein in full.
2. AMENDMENT.
Section 3. Compensation, to the Agreement is hereby amended to read as follows:
Compensation to be paid to Consultant shall be in accordance with the Payment Schedule set forth in Exhibit A, which is incorporated herein by reference. In addition to the Compensation for the Agreement, compensation for Amendment No. 1, shall in no event exceed $795,000.00 (Seven Hundred Ninety Five Thousand Dollars and Zero Cents) without additional authorization from the City. In no event shall total compensation for work performed pursuant to this Agreement and Amednment No. 1 exceed $895,000.00 (Eight Hundred Ninety Five Thousand Dollars and Zero Cents) without additional authorization from the City.
3. OTHER TERMS. Except as expressly amended herein, the Agreement remains in full force and effect. Nothing in this Amendment shall be deemed to waive or modify 2353958.1 13645.001 Page 2 of 3
any of the other provisions of the Agreement. In the event of any conflict between this Amendment and the Agreement, the terms of this Amendment shall prevail. 2353958.1 13645.001 Page 3 of 3
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IN WITNESS WHEREOF, CITY and Routeware Inc. have executed this Amendment the day and year first above written.
CITY OF MANTECA, a municipal corporation of the State of California:
________________________________
Toni Lundgren, City Manager
Date:________________________
ATTEST:
________________________________
Cassandra Candini-Tilton, City Clerk
Date:________________________
APPROVED AS TO FORM:
_________________________________
Riana Daniel, Interim City Attorney
Date:_________________________
Routeware Inc.
_________________________________
By: Robert Nelson
Date:__________________________
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Routeware, Inc.
16525 SW 72nd Ave
Portland, Oregon 97224
United States
Phone: (503) 906-8500
Email: [email protected]
Order Form
Order #: Q-10352-1
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-10352-1 - 12/6/2024
EXHIBIT A
Recurring Subscriptions
PRODUCT UNIT QTY UNIT PRICE EXTENDED
Cellular Data Charge (RD) Per Month 45 USD 15.00 USD 675.00 Cloud Hosting Per Month 1 USD 599.00 USD 599.00
Driver Vehicle Inspection Reports Per Month 45 USD 9.00 USD 405.00 eMobile Plus Per Month 45 USD 149.00 USD 6,705.00
Interface Support Per Month 1 USD 237.50 USD 237.50
Picture Service Fee Per Month 45 USD 45.00 USD 2,025.00 Premium Video System Fee Per Month 45 USD 61.00 USD 2,745.00 RFID System Fee Per Month 31 USD 45.00 USD 1,395.00
RouteMaker Subscription Per Month 1 USD 500.00 USD 500.00 Scale System Fee Per Month 29 USD 20.00 USD 580.00
Tablet as a Service Per Month 45 USD 40.00 USD 1,800.00 Recurring Subscriptions Total: USD 17,666.50
Q-10352-1 - 12/6/2024
Payment Terms -
Software Fees are invoiced thirty (30) days after the Contract Start Date Order (the “Effective Service Date”).
Recurring Subscriptions shall be invoiced quarterly in advance, commencing on the Effective Service Date and on each successive anniversary thereof.
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.
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. https://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.
Q-10352-1 - 12/6/2024
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-10352-1 - 12/6/2024
Routeware, Inc.
16525 SW 72nd Ave
Portland, Oregon 97224
United States
Phone: (503) 906-8500
Email: [email protected]
Order Form
Order #: Q-10354-1
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
Sean Ostlund (503) 906-8530 [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-10354-1 - 12/6/2024
Recurring Subscriptions
PRODUCT UNIT QTY UNIT PRICE EXTENDED
Mobile App Per Month 1 USD 405.60 USD 405.60
Program Tracker Per Month 1 USD 1,828.00 USD 1,828.00
ReCollect Website Tool Per Month 1 USD 0.00 USD 0.00
ReCollect Collection Calendar Per Month 1 USD 591.20 USD 591.20 ReCollect Waste Sorting Game Per Month 1 USD 195.20 USD 195.20 ReCollect Service Request Per Month 1 USD 1,266.40 USD 1,266.40 ReCollect Waste Wizard Per Month 1 USD 203.20 USD 203.20 RST Data Import - Prepaid Per Month 4 USD 83.33 USD 333.32 Recurring Subscriptions Total: USD 4,822.92
Q-10354-1 - 12/6/2024
Payment Terms -
Software Fees are invoiced thirty (30) days after the Contract Start Date Order (the “Effective Service Date”).
Recurring Subscriptions shall be invoiced quarterly in advance, commencing on the Effective Service Date and on each successive anniversary thereof.
This Order is part of additional Order Numbers Q-10351, Q-10352 and Q-10353 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. https://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.
Additional Terms -
Customer is authorized to employ the aforementioned solution(s) for a maximum of one hundred thousand (100,000) residents or up to thirty-five thousand (35,000) service addresses, whichever is achieved first. Additional charges will be incurred if the solution(s) are used beyond either of these specified limits.
Recollect Service Request includes up to twenty-five thousand (25,000) requests per year. An overage fee of three dollars ($3.80) will apply to each request over the specified limit.
Sourcewell Member ID: 21323
"RST Data Import - Prepaid" allows four (4) data import per every twelve (12) months. A quote for any additional imports will be provided upon request.
Q-10354-1 - 12/6/2024
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 Sean Ostlund at [email protected]
FOR INTERNAL USE ONLY
Reviewed By:
\s2\
Q-10354-1 - 12/6/2024