HomeMy WebLinkAbout336-21 RESOLUTION113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
Resolution: 336-21
File Number: 2021-0984
ROUTEWARE GLOBAL:
A RESOLUTION TO AUTHORIZE AN AGREEMENT WITH ROUTEWARE GLOBAL,
PURSUANT TO A HOUSTON-GALVESTON AREA COUNCIL COOPERATIVE
PURCHASING CONTRACT. IN THE AMOUNT OF $127.936.00 FOR THE PURCHASE AND
INSTALLATION OF ROUTEWARE SOFTWARE AND HARDWARE TO BE USED IN THE
RECYCLING AND TRASH COLLECTION DIVISION FLEET
WHEREAS, on August 27, 2020, the City entered into a pilot program with Routeware to evaluate
its software on six Recycling and Trash Collection Division vehicles for a period of 60 days; and
WHEREAS, after the success of the pilot program, staff recommends moving forward with an
agreement for the Routeware software to be deployed across the entire Recycling and Trash
Collection Division fleet.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1: That the City Council of the City of Fayetteville. Arkansas hereby authorizes Mayor
Jordan to sign an agreement with Routeware Global, pursuant to a Houston -Galveston Area Council
cooperative purchasing contract, in the amount of $127,936.00 for the purchase and installation of
Routeware software and hardware to be used in the Recycling and Trash Collection Division Fleet.
PASSED and APPROVED on 12/21/2021
Page 1 Printed on 12/22/21
Resolution. 336-21
File Number: 2021-0984
Attest:
GLER K /1l
�`��.•• CITY
Kara Paxton, City Clerk Treasurer yv;
Page 2 Printed on 12122121
City of Fayetteville, Arkansas 113 West Mountain Street
Fayetteville, AR 72701
(479)575-8323
Text File
File Number: 2021-0984
Agenda Date: 12/21/2021 Version: 1 Status: Passed
In Control: City Council Meetinq File Type: Resolution
Agenda Number: A.27
ROUTEWARE GLOBAL:
A RESOLUTION TO AUTHORIZE AN AGREEMENT WITH ROUTEWARE GLOBAL, PURSUANT
TO A HOUSTON-GALVESTON AREA COUNCIL COOPERATIVE PURCHASING CONTRACT, IN
THE AMOUNT OF $127,936.00 FOR THE PURCHASE AND INSTALLATION OF ROUTEWARE
SOFTWARE AND HARDWARE TO BE USED IN THE RECYCLING AND TRASH COLLECTION
DIVISION FLEET
WHEREAS, on August 27, 2020, the City entered into a pilot program with Routeware to evaluate its
software on six Recycling and Trash Collection Division vehicles for a period of 60 days; and
WHEREAS, after the success of the pilot program, staff recommends moving forward with an agreement for
the Routeware software to be deployed across the entire Recycling and Trash Collection Division fleet.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1: That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Jordan
to sign an agreement with Routeware Global, pursuant to a Houston -Galveston Area Council cooperative
purchasing contract, in the amount of $127,936.00 for the purchase and installation of Routeware software and
hardware to be used in the Recycling and Trash Collection Division Fleet.
City of Fayetteville, Arkansas Page 1 Printed on 1212212021
Shannon Newman
Submitted By
City of Fayetteville Staff Review Form
2021-0984
Legistar File ID
12/21/2021
City Council Meeting Date - Agenda Item Only
N/A for Non -Agenda Item
12/2/2021 RECYCLING/TRASH COLLECTION (750)
Submitted Date Division / Department
Action Recommendation:
A resolution to approve and sign an agreement with Routeware Global for the purchase and installation of
Routeware software programs on the RTC collection fleet
Budget Impact:
5500.750.5000-5303.00; 5500.750.5080-
Recyclingand Trash Collections
5816.00
Account Number Fund
19004.1 Route Optimization & RFID System
Project Number
Budgeted Item? Yes Current Budget
Funds Obligated
Current Balance
Does item have a cost? Yes Item Cost
Budget Adjustment Attached? No Budget Adjustment
Purchase Order Number:
Change Order Number:
Original Contract Number:
Comments:
Remaining Budget
Project Title
$ 214,129.00
$ 214,129.00
$ 127,936.00
$ 86,193.00
Previous Ordinance or Resolution #
Approval Date:
V20210527
CITY OF
FAYETTEVILLE
ARKANSAS
MEETING OF DECEMBER 21, 2021
TO: Mayor Jordan and City Council
CITY COUNCIL MEMO
THRU: Peter Nierengarten, Environmental Director
Jeff Coles, Recycling and Trash Collections Director
FROM: Shannon Newman, Financial Analyst - Recycling and Trash Collections
DATE: December 2, 2021
SUBJECT: A resolution to approve and sign an agreement with Routeware Global for
the purchase and installation of Routeware software programs on the RTC collection
fleet
RECOMMENDATION:
Staff recommends City Council approval of a resolution to approve and sign a service
agreement with Routeware for the purchase and installation of Routeware software programs
on the RTC collection fleet for $127,936.
BACKGROUND:
Recycling and Trash CIP project 19004 is approved for purchasing route optimization and RFID
system enhancements. The project is for automatic vehicle locator telematics and Radio -
Frequency Identification (RFID) service verification equipment for all trucks in the RTC fleet.
The new equipment is designed to improve route optimization for the RTC collection fleet along
with providing better service to customers by verifying collection by GPS coordinates as well as
RFID tags for time of collection service.
On August 27, 2020, a pilot program was approved with Routeware for evaluating their software
on the RTC collection fleet. Attached is a copy of the Routeware pilot agreement. The pilot was
for 6 total vehicles (2 Residential, 2 Commercial, and 2 Roll -Off) for a period of 60 days. All
Residential and Commercial vehicles utilized Windows Tablets and were provided 1 camera
and a Proximity Sensor for each of the 4 automated vehicles. The Roll -Off trucks only utilized
Windows Tablets. A Project Manager from Routeware was assigned to oversee the pilot which
included installation and training.
DISCUSSION:
After a successful pilot program with Routeware, staff recommends moving forward with an
agreement for installation of the Routeware software on the RTC collection fleet. The pilot
program showed daily RTC operations will be improved with the continued use of the
Routeware system. The RTC staff has worked closely with the City's IT and Fleet staff to
develop this proposal. All departments will continue to work together on integration.
Mailing Address:
113 W. Mountain Street www.fayetteville-ar.gov
Fayetteville, AR 72701
The purchase agreement of $127,936 includes 21 tablets, 18 cameras, installation and training,
and $5,710.92 monthly support fees to be billed quarterly.
The estimated go -live date is February 2022. This makes the annual support fees in 2022 a total
of $57,109.20.
BUDGET/STAFF IMPACT:
Project 19004.1 has a balance of $95,001 that will be used for the hardware, installation, and
training costs. The support fees are budgeted in the 2022 RTC operating budget.
Attachments:
2020 Signed Pilot Agreement
HGAC Contract Pricing Sheet
Routeware Global Order Form
pilot agreement
Routeware
City of Fayetteville Staff Review Form
2020-0682
Legistar File ID
N/A
City Council Meeting Date - Agenda Item Only
N/A for Non -Agenda Item
Brian Pugh 8/12/2020 RECYCLING/TRASH COLLECTION (750)
Submitted By Submitted Date Division / Department
Action Recommendation:
Approve and sign a pilot agreement with Routeware for the purpose of evaluating Routeware software programs
on the RTC Collection Fleet.
Budget Impact:
5500.750.5080-5816 Recycling and Trash
Account Number Fund
19004.1 Route Optimization
Project Number Project Title
Budgeted Item? Yes Current Budget $ 96,000.00
Funds Obligated $ -
Current Balance $ 96,000.00
Does item have a cost? Yes Item Cost $ 999.00
Budget Adjustment Attached? No Budget Adjustment
Remaining Budget $ 95,001 000
V20180321
Purchase Order Number: Previous Ordinance or Resolution #
Change Order Number: Approval Date: 08/27/20
Original Contract Number:
Comments:
CITY OF
FAYETTEVILLE
ARKANSAS
TO: Lioneld Jordan, Mayor
THRU: Jeff Coles, Recycling and Trash Collection Director
FROM: Brian Pugh, Waste Reduction Coordinator
DATE: August 121h, 2020
STAFF MEMO
SUBJECT: Approve and sign a pilot agreement with Routeware for the purpose of
evaluating Routeware software programs on the RTC collection fleet
RECOMMENDATION:
Approve and sign a pilot agreement with Routeware for the purpose of evaluating Routeware
software programs on the RTC collection fleet
BACKGROUND:
Recycling and Trash CIP project 19004 is approved for purchasing route optimization and RFID
system enhancements. The project is for automatic vehicle locator telematics and Radio -
Frequency Identification (RFID) service verification equipment for all trucks in the RTC fleet.
The new equipment is designed to improve route optimization for the RTC collection fleet along
with providing better service to customers by verifying collection by GPS coordinates as well as
RFID tags for time of collection service.
DISCUSSION:
RTC staff has negotiated a pilot with Routeware for evaluating their software on the RTC
collection fleet. Attached is a copy of the Routeware pilot agreement that outlines what is
offered and all pilot fees have been waived except for costs related to Travel and Training for
Routeware staff to conduct the pilot and any freight costs. Travel expenses are anticipated to be
under $999.
The pilot would be for 6 total vehicles (2 Residential, 2 Commercial, and 2 Roll -Off) for a period
of 60 days which begins after installation and not after the agreement is signed. All Residential
and Commercial vehicles will utilize Windows Tablets and will be provided 1 camera and a
Proximity Sensor for each of the 4 automated vehicles. The Roll -Off trucks will only utilize
Windows Tablets.
A Project Manager from Routeware will be assigned to oversee the pilot and will schedule a
pilot kickoff call with staff to work out the logistics and scheduling of the installation and training.
BUDGET/STAFF IMPACT:
Funds for Travel & Expenses not to exceed $999 for Routeware personnel to conduct the pilot
with RTC staff, and freight costs will be used from 5500.750.5080-5816 Project 19004.1
Attachments:
Pilot Agreement with Routeware
Mailing Address:
113 W. Mountain Street www.tayetteville-ar.gov
Fayetteville, AR 72701
Proposal for
ayetteville - AR
Prepared by Jim Farkas
jiarKasuroutewarexom I t503) 906-8514
www.routeware.com
ROUTEWARE� Sales Contact: Jim Farkas Date: August 10, 2020
Phone: (503) 906-8514 Order Expires: September 5, 2020
Email: jfarkas@routeware.com
Order # 4043-RO
Statement of Confidentiality & Non -Disclosure
Routeware, Inc. agrees and understands that this Agreement and documents submitted to the City pursuant to
this Agreement may be subject to disclosure pursuant to the Arkansas Freedom of Information Act (A.C.A.
§25-19-101, et seq).
This document contains proprietary and confidential information. All information and data submitted to City of
Fayetteville - AR 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 Fayetteville - AR 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.
Order # 4043-RO I Date: August 10, 2020
ROUTEWARE
Customer:
City of Fayetteville - AR
1560 Happy Hollow Rd
Fayetteville, AR 72701
PILOT
Sales Contact: Jim Farkas
Phone: (503)906-8514
Email: jfarkas@routeware.com
Contact: Jason Davis
Phone: (479) 444-3487
Email: jadovis@foyetteville-or.gov
Pilot Program 6 OBCs for 60 days
Payment Terms:
Pilot Program: 100% due upon execution
Travel and Expenses not to exceed $999
Pilot hardware to include:
6 Windows Surface GO tablets
4 Proximity Sensors for Windows
4 Standard HD Cameras (1 per automated truck)
4 Camera Controllers
Date: August 10, 2020
Order Expires: September 5, 2020
Order # 4043-RO
Ship to: City of Fayetteville - AR
1560 Happy Hollow Rd
Fayetteville, AR 72701
Order # 4043-RO I Date: August 10, 2020
1 $0.00 $0.00
Pilot Total: $0.00
Order Total: $0.00
�� Sales Contact: Jim Farkas Date: August 10, 2020
Phone: (503)906-8514 Order Expires: September 5, 2020
Email: Ifarka s@ routeware. cam
Order # 4043-RO
Pilot Program Includes:
Testing of the system in the number of vehicles indicated on preceding page
"Hosted" in the cloud by Routeware
Installation of hardware in trucks
Combination of On -Site and Web -Based Training
24/7 Support for duration of Pilot
Trial period commences upon installation (effective date).
Pricing for full deployment in the accompanying quote will expire 60 days after the conclusion of the pilot program.
Upon pilot completion, on -loan hardware shall be returned to Routeware in operational and good condition.
On -loan hardware defined as: 08C (with monitor, if applicable), Modem, Camera, and RF!D.
If customer chooses to keep on -loan hardware, fees stated on accompanying quote will apply and are due and payable immediately.
If Route Sequencing is a requirement, additional professional services fees may apply.
Prices are exclusive of any federal, state, or local taxes. The customer is responsibie for all federal, state, and local taxes.
Pricing does not include freight cost or travel expenses, which will be invoiced as they are incurred.
Pilot Success Criteria is defined as demonstrated ability to:
Successfully transmit routes from Routeware Control Center (RCC) to vehicles.
Successfully show GPS mapping data in RCC for vehicles installed.
Show events (e.g. pickups, skips, extras) in RCC for vehicles installed.
Enable back office personnel to view pictures taken by drivers of extras or skips events.
Enable back office personnel to view the percentage complete on the routes.
Enable back office personnel to view dashboard alerts for idle, speed.
This quotation and all products and services herein are subject to and limited to the terms and conditions contained in Routeware's
Master Terms located at http-//www.routeware.com/C;ients. Any purchase orders issued in response to this Quotation, will be deemed
acceptance of such terms and any acknowledgement Routeware issues is expressly conditioned on such acceptance.
htto,i.vww roate.varc corn/Client:, Username: routeware Password: RWCJientl!
I authorize this purchase subject to the terms and conditions of the Master Terms.
City of Faye eville -
A441�*
Signature
Lioneld )ordaL
Name (Printed)
_ Mayor
Title
08/27/20
Date
Title G /
Date
Order # 4043-ROO: 2020
16525 SLY 72nd Ave. Pmtfsnd, OR 97224 • Office: 503.906.S500 - Pax: 603.906.8544
CONTRACT PRICING WORKSHEET
HGACBuyFor Catalog & Price Sheet Type Purchases
Contract
No.: FL03-21
Date
Prepared: 12/1/2021
This Worksheet is prepared by Contractor and given to End User. If a PO is issued, both documents
MUST be faxed to H-GAC @ 713-993-4548. Therefore please type or print legibly.
Buying Agency: City of Fayetteville, AR
Contractor: :Routeware, Inc.
Contact 'Jason Davis
Person:
Prepares 'Rachel Goodwin
By:
Phone: 479.444.3487
Phone: €503-906-8522
Fax:
Fax: €503-906-8544
Email: =jadavis(a)fayetteville-ar.gov
Email: 'rgoodwin@routeware.com
Catalog / Price Sheet Routeware Premium G06
Name:
General Description
of Product:
Quan
Description
Unit Pr
Total
21
Heavy Duty Android Tablet (On -board computer, Mounting Cradle & Accessories)
825
17,325
18
Proximity Switch for Windows and Heavy Duty Tablets
105
1,890
18
Camera Controller (Camera not included)
475
8,550
18
Standard HD Camera for Camera Controller with Cable
90
1,620
21
Vehicle Installation (Per Vehicle)
300
6,300
18
Prox Install
150
2,700
1
PM&T - Package 1 (Project Management, Server SW Install, Training)
15000
15,000
18
Camera System Installation (Per Vehicle) 4tri, ex ow AW
300
5,400
21
Cellular Data Charge Per vehicle - RD (Annual)
180
3,780
21
Subscription Fee
1788
37,548
18
Camera System Fee Per Vehicle (Annual)
540
9,720
18
Auto Pickup System Fee (Annual)
240
4,320
1
Cloud Hosting - Up to 50 vehicles (Annual)
7188
7,188
Total From Other Sheets, If Any:
-
Subtotal A:
121,341
Quan Description Unit Pr
Total
18 Camera Power Kit for Windows and Heavy Duty Tablet 30
540
2 Monitor for Camera Controller 40
80
1 RouteMaker Support 5975
5,975
Total From Other Sheets, If Any:
Subtotal B:
6,595
Check: Total cost of Unpublished Options (B) cannot exceed 25% of the total
of For this transaction the percentage is:
the Base Unit Price plus Published Options (A+B).
5%
aw 18 U
TH.E sm 44wr FOR CHA SO N45 SjDk UYi4DN
DocuSign Envelope ID: 93E2FC45-55EE-43A2-807E-FFDC2500195F
ROUiEWARE`
Routeware Global
16525 SW 72nd Ave
Portland, Oregon 97224
United States
Phone: (503) 906-8500
Fax: (503) 906-8544
Email: info@routeware.com
Ship To
Jason Davis
City of Fayetteville - AR
1560 Happy Hollow Rd
Fayetteville, Arkansas 72701
United States
(479) 444-3487
jadavis@fayetteville-ar.gov
Order #:
Term:
Date:
Expires On
Bill To
City of Fayetteville - AR
1560 Happy Hollow Rd
Fayetteville, Arkansas 72701
United States
Order Form
Q-00850-4
60 Months
7/6/2021, 12:47 PM
12/31 /2021
SALESPERSON PHONE EMAIL PAYMENTTERMS
Jim Farkas (503) 906-8514 jfarkas@routeware.com Net 30
Statement of Confidentiality & Non -Disclosure
This document contains proprietary and confidential information. All information and data submitted to City of Fayetteville - AR 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 Global. The recipient of this document agrees to inform present and future employees of City of Fayetteville
- AR 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 Global's express written consent.
Routeware Global 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-00850-4 - 7/6/2021, 12:47 PM
Page 1 of 4
DocuSign Envelope ID: 93E2FC45-55EE-43A2-807E-FFDC2500195F
Hardware
PRODUCT
UNIT
QTY
UNIT PRICE
EXTENDED
Heavy Duty Tablet 10" Pro Tablet with Full
Each
21.00
USD 825.00
USD 17,325.00
Install Kit (Android)
Proximity Switch for Windows and Heavy
Each
18.00
USD 105.00
USD 1,890.00
Duty Tablets
Camera Controller (Camera Not Included)
Each
18.00
USD 475.00
USD 8,550.00
Standard HD Camera for Camera Controller
Each
18.00
USD 90.00
USD 1,620.00
with Cable
Monitor for Camera Controller
Each
2.00
USD 40.00
USD 80.00
Camera Power Kit for Windows and Heavy
Each
18.00
USD 30.00
USD 540.00
Duty Tablets
Hardware TOTAL:
USD 30,005.00
Services
PRODUCT
UNIT
QTY
UNIT PRICE
EXTENDED
Vehicle Installation
Each
21.00
USD 300.00
USD 6,300.00
Project Management and Training
Each
1.00
USD 15,000.00
USD 15,000.00
Prox Switch Installation
Each
18.00
USD 150.00
USD 2,700.00
Camera System Installation
Each
18.00
USD 300.00
USD 5,400.00
Services TOTAL:
USD 29,400.00
Support Fees
PRODUCT
UNIT
QTY
UNIT PRICE
EXTENDED
Cellular Data Charge (RD)
Per Month
21.00
USD 15.00
USD 315.00
Cloud Hosting
Per Month
1.00
USD 599.00
USD 599.00
Monthly Service Fee
Per Month
21.00
USD 149.00
USD 3,129.00
Auto Pickup System Fee
Per Month
18.00
USD 20.00
USD 360.00
Picture Service Fee
Per Month
18.00
USD 45.00
USD 810.00
RouteMaker Subscription
Per Month
1.00
USD 497.92
USD 497.92
Support Fees TOTAL:
USD 5,710.92
Q-00850-4 - 7/6/2021, 12:47 PM
Page 2 of 4
DocuSign Envelope ID: 93E2FC45-55EE-43A2-807E-FFDC2500195F
Payment Terms -
Hardware and Software: 100% due upon execution and prior to shipment
Support Fees: Due quarterly in advance per Support Plan terms and conditions
Services: Due upon receipt of invoice
Additional Terms:
Travel & Expenses not to exceed $12,000.
Freight not to exceed $700.
Support Fees will be billed quarterly at a monthly rate of $5,710.92.
With an expected Go -Live in Februrary 2022, this would put 2022 recurring fees at a total of $57,109.20
Hardware, Services and Support Fees for 2022 would total $116,514.00.
Terms & Conditions Information
This Order and all products and services herein are subject to and limited to the terms and conditions contained in Routeware's Master
Terms located at https://www.routeware.com/Clients. Any purchase orders issued in response to this Order, will be deemed acceptance
of such terms.
httos://www.routeware.com/Clients Username: routeware Password: RWClientl!
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-00850-4 - 7/6/2021, 12:47 PM
Page 3 of 4
DocuSign Envelope ID: 93E2FC45-55EE-43A2-807E-FFDC2500195F
City of Fay(' "
Signature:
Name (Print):
Routeware Global
Date: I 2
Title:
E
uSigned W.
Signature: �p� "�12/1/2021
AFBCAZBBW Fp.. Date:
Name (Print): Lanae Bul kl ey Controller
Title:
Please sign and email to Jim Farkas at jfarkas@routeware.com or fax to (503) 906-8544
DocuSigned by:
C\
78CA773844DE43C...
Q-00850-4 - 7/612021, 12:47 PM
Page 4 of 4
MASTER SALES AND LICENSE AGREEMENT
1. DEFINITIONS
The definitions of terms set forth in the Order are incorporated by reference herein. In addition, the
following terms shall have the following meanings in the Order and in all Incorporated Agreements.
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common
control with the subject entity.
"Company" Routeware, Inc. and it's subsidiaries
"Control" for purposes of this definition, means direct or indirect ownership or control of more than 50%
of the voting interests of the subject entity.
"Confidential Information" has the meaning set forth in Section 9.
"Data Sets" mean digital data set(s) including, but not limited to, geographic, vector data coordinates,
raster, or associated tabular attributes in Software compatible format(s) supplied by Company or as part
of Third -Party Products.
"Designated Computer System" means a computer system and/or central processing units with
associated network and licensed users, as set forth in the Order.
"Dispute" has the meaning set forth in Section 10.8.
"Documentation" means user guides, user manuals, specifications, and other documentation provided
by Company for specific Truckware or Officeware, as such documentation may from time to time be
amended or modified by Company.
"Fees" means the amounts due for all Products and Services under the Order.
"Hardware" means all items designated in the Order as "Hardware".
"License Period" means the period listed on the Order, and any period of renewal (which shall be
automatically renewing periods equivalent in length to the period listed on the Order), or if no such period
is stated on the Order, for automatically renewing periods of one (1) year started from the Effective Date.
"MSLA" means this Master Sales and License Agreement.
"Officeware" means all server -based or desktop -based, Software that is provided to Customer by
Company under this Agreement, whether installed at Customer's site, hosted by Company or cloud -
hosted, other than Truckware.
"Order" means the order to which this MSLA and any other Incorporated Agreements are incorporated
by reference.
"Products" means Hardware and Software.
"Services" means all items designated in the Order as "Services" and "Support".
"Software" means all items designated in the Order as "Software" and includes all Updates.
"Support" means all items designated as "Support" in the Order and as further defined in the Support
Plan.
"Taxes" has the meaning set forth in Section 2.3.
"Third -Party Products" means hardware and software sold by Company that is manufactured, developed
or made available by other companies and distributed by Company for use in conjunction with the
Products, including but not limited to products from Microsoft, Google, and open source or "free"
software.
"Third -Party Terms" has the meaning set forth in Section 4.
"Truckware" means all Software that operates on hardware that is integrated into the Customer's vehicle
fleet, whether such hardware is sold by Company or certified and approved by Company in writing.
"Updates" has the meaning set forth in the Support Plan.
2. GENERAL ORDERING PROCESS AND PAYMENT
Confidential Rev. 05.2021
2.1 Delivery. Company will use reasonable efforts to meet the delivery dates for Products and Services
that are specified in the Order. All Product shipments are delivered F.O.B. Company's facility, with title
and risk of loss passing at that time. All Products are deemed accepted upon delivery. Delivery delay or
default of any instalment shall not relieve the Customer of its obligation to pay for Products or Services
provided by Company or accept remaining deliveries of Product.
2.2 Payment Terms and Remedies. Unless otherwise stated in the Order, Customer will pay all invoiced
Fees in the currency set forth in the Order within thirty (30) days following invoice date. All Fees are non-
refundable. Fees for Software are based on parameters set forth in the Order (such as number of trucks
or users) and not actual usage, and cannot be reduced or refunded during the License Period based on
non-use. In the event of non-payment by Customer of any Fees, Company may, at its option, delay the
delivery of Products and/or suspend Services and Support until all overdue Fees and late charges have
been paid in full.
2.3 Taxes and Duties. Fees do not include anytaxes, levies, duties or similar governmental assessments
of any nature, including, but not limited to, any sales, value added or goods and services tax, or other
governmental charges or tariffs imposed or payable in connection with the rights granted to Customer
under this Agreement, or in connection with the payment of Fees (collectively, "Taxes"). Customer is
responsible for paying all Taxes associated with its purchases hereunder. If Company has the legal
obligation to pay or collect Taxes for which Customer is responsible under this section, Company will
invoice Customer and Customer will pay that amount, unless Customer provides Company with a valid tax
exemption certificate authorized by the appropriate taxing authority. For clarity, Company is solely
responsible for taxes assessable against it based on its income, property and employees.
2.4 Price Adjustment. Beginning on the first full calendar year commencing after the Effective Date or
on the one year anniversary of the Effective Date, Company may, upon thirty (30) calendar days' prior
notice to Customer, prospectively increase any Support Fees no more than 10% and any Service Fees no
more than 5%, effective on the first day of the subsequent year.
3. SOFTWARE LICENSES; SUPPORT
3.1 License. Subject to the provisions of the Agreement (including any geographical or location
restrictions set forth in the Order), subject to the Customers payment of the Fees described in the Order,
Company grants a limited, personal, non-transferrable, non-sublicensable, non-exclusive license during
the License Period (which can be for a period certain or perpetual) to Customer:
(a) To operate the Off iceware and Data Sets for Customer's internal purposes as set forth and subject
to the limitations in the Order, in accordance with the Documentation.
(b) To operate the Truckware on up to the number of trucks authorized on the Order, in accordance
with the Documentation. Under no circumstances may Customer load Truckware on hardware (including
computers and peripherals) that is not sold or certified and approved by Company.
(c) To use the Documentation in connection with the licenses described in subsections (a) and (b).
3.2 Period of License. The license described in Section 3.1 will continue in force for the License Period,
subject to, in the case of a subscription, either party electing against renewal by notifying the other party
in writing at least ninety (90) days prior to the end of the then -current License Period.
3.3 Restrictions; Reservation of Rights. Customer agrees not to (and to not enable any third party to):
(a) reverse engineer or otherwise attempt to discover the source code of or trade secrets embodied in
the Software (except to the extent required by law or as necessary for interoperability purposes as
required under terms and conditions required by the providers of Third -Party Products); (b) distribute,
Confidential Rev. 05.2021
transfer, grant sublicenses to, or otherwise make available the Software or Documentation to third
parties, including making the Software or Documentation available (i) through resellers or other
distributors, or (ii) as an application service provider, service bureau, or rental source; (c) embed or
incorporate in any manner all or part of the Software into other applications of Customer or third parties
other than as authorized in applicable Documentation; (d) create modifications to or derivative works of
the Software; (e) reproduce the Software (except that Customer may make up to two archival copies of
the Officeware solely for backup purposes); (f) attempt to modify, alter, or circumvent any license control
and protection mechanisms within the Software; (g) use or transmit the Software in violation of any
applicable law, rule or regulation, including any export/import laws; (h) if the Order sets forth a
Designated Computer System, use the Software on a computer system other than a Designated Computer
System; (i) remove, obscure or alter any copyright notices or any name, trademark, service mark, tagline,
hyperlink or other designation included on any display screen within the Software; (j) create any software
that competes with the Software or provides substantially the same functions as the Software; or (k) use
the Software in a country other than as indicated in the Order. All Software is a "commercial item," as
that term is defined at 48 C.F.R. 2.101 (OCT 1995), and more specifically is "commercial computer
software" and "commercial computer software documentation," as such terms are used in 48 C.F.R.
12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE
1995), Software is provided to U.S. Government End Users (i) only as a commercial end item and (ii) with
only those rights as are granted to all other end users pursuant to the terms and conditions herein. Other
than as stated in this Agreement, Company grants Customer no other right, title or interest in any
Software.
4. THIRD PARTY PRODUCTS. Third -Party Products may be subject to additional license terms and restrictions
("Third -Party Terms"), which Company will make available to Customer as required by the suppliers of
such Third -Party Products. In the event of a conflict between the terms of this Agreement and any Third -
Party Terms, the Third -Party Terms shall control to the extent of the conflict. Company hereby assigns to
Customer (to the extent assignable) all warranties given by the supplier(s) of Third -Party Products;
provided, however, that Customer agrees to look to the supplier(s) for any Third -Party Products warranty,
service and other post -purchase issues. Customer is solely responsible for obtaining any and all
components, updates, new versions, and releases for any Third -Party Products necessary for use in
connection with the Products.
5. AUDITS. During the term of the Agreement and for a period of one year thereafter, Company will have
the right to perform an audit not more than once each year to verify that Customer is using the Products
in compliance with the Agreement. The audit will include at a minimum Company having access to all
Software, Hardware, Documentation and related Customer equipment (including all servers and personal
computers that contain Officeware, and any hardware that contains Truckware). The audit will be
performed from Monday through Friday, between 8:00 a.m. and 5:00 p.m. local time, and upon not less
than 15 days' prior written notice to Customer. The audit will be conducted virtually or onsite at the
Customers premises, at Company's sole cost and expense, subject to reasonable security and access
restrictions. Customer will be permitted to have Customer personnel present during the audit. If an audit
conducted under this Section discloses that Customer has underpaid by more than 3% any amounts
payable under this Agreement during the period covered by the audit, Customer will pay Company the
amount of that underpayment and, in addition, will be subject to legal remedies available to Company for
Customer's breach of the Agreement.
6. REPRESENTATIONS AND WARRANTIES; DISCLAIMER
6.1 Mutual. Each party represents and warrants to the other party that: (a) it has the full corporate
right, power and authority to enter into this Agreement and to perform the acts this Agreement requires
of it; (b) the execution of this Agreement and performance of its obligations under this Agreement do not
Confidential Rev. 05.2021
and shall not violate any other agreement to which it is a party; (c) when executed and delivered this
Agreement constitutes the legal, valid and binding obligation of such party; and (d) any and all activities
it undertakes in connection with this Agreement shall be performed in compliance with all applicable laws,
rules and regulations.
Hardware and Software Warranties. (a) Subject to the exceptions listed below in part (b), Company
warrants (i) that the Hardware will be free from material defects in materials and workmanship and will
operate in all material respects in accordance with its applicable Documentation (the "Hardware
Warranty") for one year from the date of initial delivery (the "Hardware Warranty Period"); and (ii) that
the Software will be free from material defects and workmanship and will operate in all material respects
in substantial conformance with the Documentation (the "Software Warranty") for a period of ninety (90)
days from the date of initial delivery (the "Software Warranty Period"). Customer may purchase renewals
of the Hardware Warranty Period through extended service plans made available by Company in its
discretion. Following the end of the Hardware Warranty Period, Company will have no further obligation
to repair or support the applicable Hardware.
(b) Company's entire liability and Customer's exclusive remedy for any reported breach of the Hardware
Warranty or Software Warranty will be repair or replacement of the defective Product. All claims must be
received by Company promptly upon discovery of any defect, and in no event after expiration of the
applicable Warranty Period. The foregoing Hardware and Software Warranties do not apply to any defect
or failure to operate that is attributable to: (i) Customer's misuse or abuse of or failure to maintain the
Product; (ii) Customer's failure to operate the Product in accordance with the Documentation; (iii) input
errors, data conversion errors or other such errors, such as Customer's failure to sequence route stops
independently or through a Company professional services agreement; (iv) any change made to the
Product by Customer without Company's written approval; iv) any defect, limitation or incompatibility in
any equipment or other component installed by Customer; (vi) any accident, catastrophe, act of God, or
interruption or fluctuation in electrical power supplies; (vii) any material change in Customer's business
or in the operating conditions under which the Product is used; (viii) translations; or (ix) Third -Party
Products.
Disclaimer. THE WARRANTIES OF SECTION 6.2 ARE THE EXCLUSIVE WARRANTIES OFFERED BY
COMPANY AND COMPANY MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND
WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY
MATTER WHATSOEVER. ALL OTHER CONDITIONS AND WARRANTIES, INCLUDING ANY CONDITIONS OR
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NON -INFRINGEMENT, MERCHANTABILITY,
SUITABILITY AND THOSE THAT ARISE FROM ANY COURSE OF DEALING OR COURSE OF PERFORMANCE,
ARE HEREBY DISCLAIMED.
LIMITATION OF LIABILITY
INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT
TO THE FAILURE TO PAY AMOUNTS PROPERLY OWED, SECTION 9 (CONFIDENTIALITY), OR VIOLATIONS OF
COMPANY'S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE
OTHER PARTY OR ANY THIRD PARTY, WHETHER UNDER THEORY OF CONTRACT, TORT OR OTHERWISE,
FOR ANY INDIRECT DAMAGES THAT ARISE FROM OR RELATE TO THIS AGREEMENT (INCLUDING LOST
PROFITS, LOST DATA AND ANY OTHER INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES),
WHETHER FORESEEABLE OR NOT AND WHETHER ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TOTAL LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO
THE FAILURE TO PAY AMOUNTS PROPERLY OWED, BREACHES OF SECTION 9 (CONFIDENTIALITY), OR
VIOLATIONS OF COMPANY'S INTELLECTUAL PROPERTY RIGHTS, EACH PARTY'S AGGREGATE CUMULATIVE
LIABILITY TO THE OTHER IN CONNECTION WITH THIS AGREEMENT (INCLUDING ANY WARRANTY CLAIMS)
Confidential Rev. 05.2021
WILL NOT EXCEED, IN THE AGGREGATE AND REGARDLESS OF WHETHER UNDER THEORY OF CONTRACT,
TORT OR OTHERWISE, THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER TO COMPANY IN THE 12
MONTHS PRIOR TO THE EVENT THAT GAVE RISE TO LIABILITY. EXCEPT WITH RESPECT TO THE FAILURE TO
PAY AMOUNTS PROPERLY OWED, BREACHES OF SECTION 9 (CONFIDENTIALITY), OR VIOLATIONS OF
COMPANY'S INTELLECTUAL PROPERTY RIGHTS, NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE
TRANSACTIONS UNDER THIS AGREEMENT MAYBE BROUGHT BY EITHER PARTY HERETO MORE THAN TWO
YEARS AFTER THE CAUSE OF ACTION HAS OCCURRED.
7.3 ALLOCATION OF RISK. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION
OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE RISK BETWEEN
THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE
PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF
THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THE REMEDIES IN THIS
AGREEMENT HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
8. TERM AND TERMINATION
8.1 Term of Agreement. The Agreement begins on the Effective Date and continues until terminated
pursuant to this Section 8.
8.2 Termination Rights. The Agreement (including any of the Incorporated Agreements) may only be
terminated as follows: (a) by mutual, written agreement of the parties; (b) by either party if the other
party materially breaches the Agreement, and does not cure the breach within 30 days after receiving
written notice from the non -breaching party; (c) at the end of the License Period; or (d) by either party if
the other party makes a general assignment for the benefit of creditors, suffers or permits the
appointment of a receiver for its business or assets, or avails itself of or becomes subject to any proceeding
under the U.S. Federal Bankruptcy Act or any other foreign or domestic statute, law, rule or regulation
relating to insolvency or the protection of rights of creditors, which proceeding is not dismissed within 60
days.
8.3 Effect of Termination. Upon any termination of this Agreement, without prejudice to any other
rights or remedies which the parties may have, the following applies: (a) Customer shall immediately cease
all use of all Hardware and all Software and delete or return to Company all copies of Software in
Customer's possession; (b) all other rights and obligations immediately cease, except that Sections 2.2,
3.3, 5, 6.3, 7, 8.3, 9, 10 of the MSLA, Section 2.2 of the Support Plan (if the Support Plan is an Incorporated
Agreement), and Sections 5.1, 6, 7, 8, 9, and 10 of the PS Agreement (if the PS Agreement is an
Incorporated Agreement) shall survive termination; (c) upon written demand, each party as a receiving
party will return or destroy all of the other party's Confidential Information; and (d) Customer will
immediately pay Company any undisputed amounts still outstanding. For clarity, undisputed amounts
include all payments owed by Customer during the entire term of the Agreement. Upon termination of
the Agreement, Routeware will make all route and customer data available to the Customer in a txt file
that includes all Customer -collected data. The txt file will be comma -delimited with an associated data
dictionary that describes what each field contains. The data should be provided prior to the Customer
prior to the end of the Agreement term and be available for 60 days after the Agreement termination
date
9. CONFIDENTIAL INFORMATION; PUBLICITY
9.1 Confidential Information. Both parties recognize that they may each receive (as a "Recipient") from
the other (as a "Discloser") certain confidential and valuable proprietary information that is identified
pursuant to the terms of this Section 9 as confidential (collectively, the "Confidential Information"). Both
Confidential Rev. 05.2021
parties agree to identify any Confidential Information as follows: if written, with a written legend that says
"confidential" or a similar term; or if verbal, by identifying the information as confidential when disclosed,
and then sending the Recipient a written confirmation of that confidential status within 30 days after
disclosure. Notwithstanding the foregoing, all pricing, Documentation and Software are Company
Confidential Information. A Recipient will not, without the Discloser's prior written consent, disclose
Confidential Information to any person other than those of its employees, independent contractors or
consultants who need to know it for the purposes of this Agreement and who are bound by confidentiality
agreements with the Recipient that are at least as protective as this section. A Recipient may only use
Confidential Information for the purpose of this Agreement. A Recipient will handle any Confidential
Information with the same care as it does its own confidential information, but in any event no less than
reasonable care. None of the provisions of this section, however, apply to any Confidential Information
that meets any one of the following criteria: (a) information possessed by the Recipient without restriction
prior to receiving it from the Discloser, provided that the Recipient can demonstrate such possession was
obtained lawfully; (b) information that the Recipient developed independently and without use of or
reference to the Confidential Information, as documented by its written records; (c) information that the
Recipient receives from another party who is not in breach of any of that party's obligations as a result of
that disclosure; or (d) information that the Discloser intentionally discloses to any other party without any
restriction on confidentiality. Additionally, a Recipient may disclose Discloser's Confidential Information
to the extent that a court or other governmental body orders such Confidential Information disclosed by
the Recipient, provided that the Recipient promptly notifies the Discloser of such order and provides the
Discloser with notice and opportunity to contest it, if possible. These obligations shall survive the
termination of this Agreement for a period of five (5) years, except with respect to any source code, which
will remain protected until it is no longer Confidential Information. This Section does not intend to grant
a Recipient any ownership interest or license or right to any intellectual property rights of the Discloser.
Routeware agrees and understands that this Agreement and documents submitted to the Customer
pursuant hereto are subject to the Arkansas Freedom of Information Act. 12.5.
9.2 Terms; Publicity. The parties will keep the terms and conditions of this Agreement confidential
and will not divulge any of this information to any third party except as follows: (a) with the prior written
consent of the other party; (b) as otherwise may be required by law or legal process; (c) during the course
of litigation, so long as the disclosure is restricted in the same manner as is the confidential information
of other litigating parties; and (d) in confidence to its legal counsel, accountants, banks, and financing
sources and their advisors solely in connection with complying with or administering its obligations with
respect to this Agreement; provided that, in (b) and (c) above, to the extent permitted by law, the
disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties,
including seeking a confidential treatment request or protective order whenever appropriate or available,
and the disclosing party will provide the other party with at least 10 days' prior written notice of such
disclosure. Neither party may use the other party's trade names, trademarks or service marks, or engage
in any publicity regarding this Agreement or its subject matter, without the other party's express written
consent, which will not be unreasonably withheld or delayed.
10. MISCELLANEOUS
10.1 Independent Contractors. The parties are independent contractors with respect to each other, and
nothing in this Agreement shall be construed as creating an employer -employee relationship, a
partnership, agency relationship or a joint venture between the parties.
10.2 Insurance. Each party will maintain, at its own expense during the term of this Agreement,
insurance appropriate to its obligations under this Agreement, including as applicable general commercial
liability, errors and omissions, employer liability, automobile insurance, and worker's compensation
insurance as required by applicable law.
Confidential Rev. 05.2021
10.3 Customer Responsibility. Customer is solely responsible under the Agreement for all actions of its
officers, directors, employees and contractors. Customer is solely responsible for the use of the Software,
including but not limited to: assuring proper installation and configuration (if not installed and configured
by Company); audit controls and methods; establishing adequate backup plans; converting data to and
from the data structures used by the Software; assuring adequate data input and retrieval; and using the
Software as set forth in the Documentation. Company is not responsible for any loss of data by Customer
resulting from improper conversion Customer's data to or from the data formats and data structures used
by the Software. Customer has sole responsibility for the accuracy, quality, integrity, reliability and
appropriateness of all Customer data. Customer is solely responsible to prevent unauthorized access to,
or use of, Products or Services hereunder, and will notify Company promptly of any such unauthorized
access or use. Customer will comply with all applicable laws in its use of Products and Services hereunder.
10.4 Force Majeure. Each party will be excused from any delay or failure in performance hereunder,
other than the payment of money, caused by reason of any occurrence or contingency beyond its
reasonable control, including but not limited to acts of God, earthquake, flood, labor disputes and strikes,
riots, war, pandemics, telecommunications failures (including any systemic Internet failures and any
interruptions in services of internet service providers), and governmental requirements. The obligations
and rights of the party so excused will be extended on a day-to-day basis for the period of time equal to
that of the underlying cause of the delay.
10.5 Assignment. Neither party may assign its rights or obligations under this Agreement to any other
person or entity, except for assignment and transfer of all of a party's rights and obligations under the
following circumstances: (a) with the express written consent of the other party, which in the case of
consent requested of Company, may not be unreasonably delayed or withheld; or (b) in the case of
Company, to an Affiliate of the assigning party. Any transaction (or series of related transactions) that
results in a change of Control of Customer is deemed to be an assignment for purposes of this Agreement.
Any attempted assignment or delegation in violation of this section is void. Subject to the foregoing, this
Agreement will bind and inure to the benefit of the parties and their respective successors and assigns.
10.6 Waivers. No waiver of any breach of this Agreement shall constitute a waiver of any prior,
concurrent or subsequent breach, and no waiver is effective unless made in writing and signed by an
authorized representative of the waiving party.
10.7 Governing Law. The laws of the State of Arkansas, Washington County, Fayetteville AR, without
regard to conflict of laws rules, govern the interpretation and enforcement of this Agreement. Any dispute
or claim relating in any way to this Agreement, or use of the Services, or Company Materials will be
resolved in a court of competent jurisdiction in Washington County, Arkansas. Neither party waives its
right to a jury trial.
10.8 Intentionally Omitted.
10.9 Intentionally Omitted.
10.10 Conflicts. In the event that any term of this Agreement conflicts with governing law or is held to be
ineffective or invalid by a court of competent jurisdiction, such term will be deemed to be restated to
reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and
the remaining terms of this Agreement shall remain in full force and effect.
10.11 Notices. Unless stated otherwise, all notices, consents and approvals under this Agreement must
be delivered in writing by courier, by facsimile, by email or by certified or registered mail (postage prepaid
Confidential Rev. 05.2021
and return receipt requested) to the other party at the address set forth on at the beginning of this
Agreement, and are deemed delivered when received. Either party may change its address for notices by
notice to the other party given in accordance with this Section 10.11. Customer is responsible for
providing Company with its complete and accurate billing and contact information and notifying Company
of any changes to such information.
10.12 Counterparts. The Agreement may be executed in counterparts, each of which will be deemed to
be an original and together will constitute one and the same agreement. This Agreement may also be
executed and delivered by electronic signature or facsimile and such execution and delivery will have the
same force and effect of an original document with original signatures.
10.13 Headings; Interpretation. Headings are used in the Agreement for reference only and will not be
considered when interpreting this Agreement. As used in this Agreement, "includes" (or "including")
means without limitation.
10.14 Export Compliance. The Products may be subject to export laws and regulations of the United
States and other jurisdictions. Each party represents that it is not named on any U.S. government denied -
party list. Neither party will access or use any Products or Confidential Information provided to it
hereunder in a U.S.-embargoed country or region (currently the Crimea region, Cuba, Iran, North Korea,
Sudan or Syria) or in violation of any U.S. export law or governmental regulation.
10.15 Anti -Corruption. Neither party has received or been offered any illegal or improper bribe, kickback,
payment, gift, or thing of value from an employee or agent of the other party in connection with this
Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do notviolate
the above restriction.
10.16 No Third -Party Beneficiaries. There are no third -party beneficiaries under this Agreement.
10.17 Integration. This Agreement and the Orders together constitute the entire agreement between the
parties with respect to the Products and Services and supersede all prior and contemporaneous
discussions, negotiations, communications or agreements regarding the same subject matter. The terms
on any purchase order, invoice, or other ordering document will have no effect and are hereby rejected.
Confidential Rev. 05.2021
Routeware Global agreement
Keith Macedo
Submitted By
City of Fayetteville Staff Review Form
2022-0803
Legistar File ID
N/A
City Council Meeting Date - Agenda Item Only
N/A for Non -Agenda Item
8/25/2022 INFORMATION TECHNOLOGY (170)
Submitted Date Division / Department
Action Recommendation:
Staff recommends authorizing the attached order form, related to the Routeware Global agreement, to develop
custom script for extra bag charges and utility account updates for the Recycling and Trash Department.
5500.750.5080-5816.00
Account Number
19004.1
Project Number
Budgeted Item? Yes
Does item have a cost? Yes
Budget Adjustment Attached? No
Budget Impact:
Recycling and Trash
Fund
Route Optimization & RFID System
Project Title
Current Budget
Funds Obligated
Current Balance
Item Cost
Budget Adjustment
Remaining Budget
$ 95,001.00
$ 64,588.50
$ 30,412.50
$ 13,500.00
$ 16,912.50
V20210527
Purchase Order Number: Previous Ordinance or Resolution # 336-21
Change Order Number: Approval Date: 08/26/22
Original Contract Number:
Comments:
CITY OF
FAYETTEVILLE
ARKANSAS
TO: Mayor Jordan
THRU: Susan Norton, Chief of Staff
FROM: Keith Macedo, Information Technology Director
STAFF MEMO
DATE: August 25, 2022
SUBJECT: Staff recommends authorizing the attached order form, related to the Routeware
Global agreement, to develop custom script for extra bag charges and utility
account updates for the Recycling and Trash Department.
RECOMMENDATION:
Staff recommends authorizing the attached order form, related to the Routeware Global
agreement, to develop custom script for extra bag charges and utility account updates for the
Recycling and Trash Department.
BACKGROUND:
City Council approved an agreement on December 21, 2021 for the purchase and
implementation of Routeware's software to manage recycling and trash operations. The city
started using Routeware in June of this year and have been pleased with the value the software
is providing.
DISCUSSION:
Routeware has the ability to track extra bag information that can be sent to Tyler New World
ERP's utility management module for billing. The attached order form approves Routeware to
develop an integration with the ERP utility management module that will update Routeware
utility accounts directly from ERP. The integration will also send extra bag information, that is
now collected via Routeware tablets in the field, directly to ERP's utility management module for
billing. This new process will complete the goal of converting the process of tracking and billing
for extra bag charges from a primarily paper -based process to an electronic process.
BUDGET/STAFF IMPACT:
The attached order form requires a signature to approve the integration of Routeware with
ERP's utility management module for a one-time cost of $13,500 and a monthly maintenance
fee of $213.75, for a 36-month term. The one-time expense is budgeted within the Recycling
and Trash Route Optimization and RFID System CIP project. Ongoing monthly maintenance will
be funded from the Recycling and Trash operating budget.
Attachments: Staff review form, Staff review memo, Routeware order form
Mailing Address:
113 W. Mountain Street www.fayetteville-ar.gov
Fayetteville, AR 72701
DocuSign Envelope ID: 13C313D7-B761-49B8-8E8C-8CF52B963429
Routeware
Order #:
Term:
Routeware Global Date:
Expires On:
16525 SW 72nd Ave
Portland, Oregon 97224
United States
Phone: (503) 906-8500
Fax: (503) 906-8544
Email: info@routeware.com
Ship To Bill To
Keith Macedo City of Fayetteville - AR
City of Fayetteville - AR 1560 Happy Hollow Rd
1560 Happy Hollow Rd Fayetteville, Arkansas 72701
Fayetteville, Arkansas 72701 United States
United States
(479)575-8320
kmacedo@fayeffeville-ar.gov
Order Form
Q-02999-2
36 Months
8/3/2022, 10:06 AM
9/3/2022
SALESPERSON PHONE I EMAIL PAYMENT TERMS
Jim Farkas (503) 906-8514 1 jfarkas@routeware.com Net 30
Statement of Confidentiality & Non -Disclosure
This document contains proprietary and confidential information. All information and data submitted to City of Fayetteville - AR 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 Global. The recipient of this document agrees to inform present and future employees of City of Fayetteville
- AR 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 Global's express written consent.
Routeware Global 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-02999-2 - 8/3/2022, 10:06 AM
Page 1 of 4
DocuSign Envelope ID: 13C313D7-B761-49B8-8E8C-8CF52B963429
Services
PRODUCT UNIT QTY UNIT PRICE
Professional Services - Development Per Hour 60.00 USD 225.00
Resource (per hour)
Services TOTAL:
Support Fees
PRODUCT UNIT QTY UNIT PRICE
Interface Support Per Month 1.00 USD 213.75
Support Fees TOTAL:
Q-02999-2 - 8/3/2022, 10:06 AM
Page 2 of 4
EXTENDED
USD 13,500.00
USD 13,500.00
EXTENDED
USD 213.75
USD 213.75
DocuSign Envelope ID: 13C313D7-6761-49B8-8E8C-8CF52B963429
Payment Terms -
Support Fees: Due quarterly in advance per Support Plan terms and conditions
Services: Due monthly as work progresses.
Terms & Conditions Information
This Order and all products and services herein are subject to and limited to the terms and conditions contained in Routeware's Master
Terms 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 Username: routeware Password. RWClientl!
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 - Development Resource (per hour)
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.
Q-02999-2 - 8/312022, 10:06 AM
Page 3 of 4
DocuSign Envelope ID: 13C313D7-B761-49B8-8E8C-8CF52B963429
City of Fayetteville - AR
Signature:
.�.�� Date: 08/26/22
Name (Print): Lioneld Jordan Title: Mayor
Routeware Global
Docuftned by:
Signature: E
� August 22, 2022
BBO4F:O Date:
Name (Print): Lanae Bul kl ey Controller
Title:
Please sign and email to Jim Farkas at jfarkas@routeware.com or fax to (503) 906-8544
DocuSigned by:
R2
78CA773844DE43c_.
Q-02999-2 - 8/3/2022, 10:06 AM
Page 4 of 4
Routeware Global Agreement
City of Fayetteville Staff Review Form
2022-0813
Legistar File ID ARCH IVED
N/A
City Council Meeting Date-Agenda Item Only
N/A for Non-Agenda Item
Keith Macedo 9/1/2022 INFORMATION TECHNOLOGY(170)
Submitted By Submitted Date Division/Department
Action Recommendation:
Staff recommends authorizing the attached statement of work, related to the Routeware Global agreement,to
develop custom script for extra bag charges and utility account updates for the Recycling and Trash Department.
Budget Impact:
5500.750.5080-5816.00 Recycling and Trash
Account Number Fund
19004.1 Route Optimization & RFID System
Project Number Project Title
Budgeted Item? Yes Current Budget $ 95,001.00
Funds Obligated $ 64,588.50
Current Balance $ 30,412.50
Does item have a cost? Yes Item Cost $ 13,500.00
Budget Adjustment Attached? No Budget Adjustment $ -
Remaining Budget $ 16,912.50
V20210527
Purchase Order Number: Previous Ordinance or Resolution# 336 21
Change Order Number: Approval Date: 09/02/22
Original Contract Number:
Comments:
CITY OF
• FAYETTEVILLE STAFF MEMO
ARKANSAS
TO: Mayor Jordan
THRU: Susan Norton. Chief of Staff
FROM: Keith Macedo. Information Technology Director
DATE: September 1, 2022
SUBJECT: Staff recommends authorizing the attached statement of work, related to the
Routeware Global agreement, to develop custom script for extra bag charges
and utility account updates for the Recycling and Trash Department.
RECOMMENDATION:
Staff recommends authorizing the attached statement of work, related to the Routeware Global
agreement, to develop custom script for extra bag charges and utility account updates for the
Recycling and Trash Department.
BACKGROUND:
City Council approved an agreement on December 21, 2022 for the purchase and
implementation of Routeware's software to manage recycling and trash operations. The city
started using Routeware in June of this year and have been pleased with the value the software
is providing.
DISCUSSION:
Routeware has the ability to track extra bag information that can be sent to Tyler New World
ERP's utility management module for billing. The attached statement of work approves
Routeware to develop an integration with the ERP utility management module that will update
Routeware utility accounts directly from ERP. Routeware originally sent an order form to
approve but to ensure adequate controls they also require a statement of work to be signed.
The integration will also send extra bag information, that is now collected via Routeware tablets
in the field, directly to ERP's utility management module for billing. This new process will
complete the goal of converting the process of tracking and billing for extra bag charges from a
primarily paper-based process to an automated process.
BUDGET/STAFF IMPACT:
The attached statement of work requires a signature to approve the integration of Routeware
with ERP's utility management module for a one-time cost of$13,500 and a monthly
maintenance fee of$213.75, with a 36-month term. The one-time expense is budgeted within
the Recycling and Trash Route Optimization and RFID System CIP project. Ongoing monthly
maintenance will be funded from the Recycling and Trash operating budget.
Attachments: Staff review form, Staff review memo, Routeware statement of work
Mailing Address:
113 W. Mountain Street www.fayetteville-ar.gov
Fayetteville, AR 72701
DocuSign Envelope ID.C1D7AF3C-5463-40C1-94D5-09836D671430
C4.*: Routeware
Statement of Work
ProjectTyler New World ERP
ClientCity of Fayetteville
Requested byKeith Macedo
FromJason Doerflein
Order Number[insert order number]
Jir [insert Jira ticket number]
Purchase Order [insert client PO number-Optional]
Date6/30/22
1 Project Scope
The City of Fayetteville has recently been onboarded as a new Routeware/RCC client.They have been
working with Routeware Professional Services to build an interface with Tyler New World ERP which is
their route system of record.The interface with Routeware Command Center will load all route data and
maintain routes for new customer additions and changes through a daily update. The City of Fayetteville
pulls extra pickups from the Extras Report with RCC.The interface will keep new and update customer
records in sync b/w Tyler New World ERP and RCC.
Out of Scope:
• Work Order/non-recurring routes
• Return data to Tyler New World
• Any api integrations via 3rd party apps AND Routeware's api
2 Description of Deliverables/Services
The City of Fayetteville will send 1 csv file daily at 5PM CST. Routeware has provided the City of Fayetteville the
SFTP server and folders for the import file.The import file contains only residential refuse stops. Routeware/FME
will transform the files into increments that are consumable by Routeware's processes for loading the data into
RCC.The import files from Tyler New World ERP contain the following data elements:
• CustomerlD-UniquelD account number assigned address+suffix to form the customerlD XXXXXXX-001
where the suffix indicates that number occupant number for the service location.The first occupant at the
service location will have a "xxxxxxx-001"suffix while the second occupant will have a "xxxxxxx-002"suffix
and so on
• CustomerName-Full Customer Name(Last, First Middle)
• CustomerType-all customers are type"Residential"
• Address-Street address for the service location
• City-city for the service location
• State-state for the service location
• Zip-zip code for the service location
• LocationlD-Unique ID for the service location
';AT:FMFNT^F WORK ROUTEWARE GLOBAL
DocuSign Envelope ID:C1D7AF3C-5463-40C1-94D5-09836D671430
Routeware
• RouteType-all routes are"resi"for residential stops
• RouteName-route name for the stop
• RouteDay-Day of the week the stop is scheduled(1-5)
• VehicleNumber-vehicle number for the route.Blank for new customers
• ContainerDescription-description of the container similar to container size
• ContainerSize-size of the container similar to container container description
Container numbers will be assigned by RouteProcessor on import.The containers will remain with the LocationiD
when the service location is vacated.The record for a vacated service location is disabled in RCC.All route stop
sequencing will occur in RouteMaker.
When a resident vacates a service location,the CustomerlD record for this customer will no longer appear in the
file.The associated record(s)in RCC will disabled.
As a new resident moves into a vacant service location a new record will be created.The container number
associated with the address will be randomly assigned similar to the initial import. However,if a previously
assigned route and sequence number can be determined from a disabled record,they will be assigned to the
record for the new resident.
If an address is in the file that is new to RCC,it may also include a RouteName,RouteDay,and VehicleNumber in the
file.If this is the case,RCC will assign this address to the route/vehicle/day identified in the file with"0"sequence.
If a new address has a blank RouteName,RouteDay,and VehicleNumber,the address will be placed on an
Unassigned route with a"0"sequence number.Operations will determine the route,vehicle and day assignments
and the stop will appear at the top of the route.The driver will then assign the logical sequence number along the
route.
Disclaimer:Due to the nature of custom development projects,additional scoping sessions and clarification may be
required even after this SOW has been finalized. These changes will be captured in a Change Order or,if materially
substantial,in a new or follow-on Statement of Work. The project team and client will review and determine the
best course of action for the specific request. The client understands any additions to scope will likely have an
impact on project implementation timeline and project cost.
3 Reviews and Reports
This section left blank intentionally
4 Testing
• Routeware Testing&Validation
• Routeware will configure a test system. The test system will be used by all project team testers to test and
validate all integration and interface requirements defined within this SOW. This test system will also be
'STATEMENT OF WORK ROUTEWARE GLOBAL
DocuSign Envelope ID:C1D7AF3C-5463-40C1-94D5-09836D671430
Routeware
utilized to test the Routeware solutions,definition files and scripts prior to their execution in the
Routeware Production environment. If the City of Fayetteville prefers to continue with a test environment
post production deployment,Routeware's account executives can create a sales order that is separate
from this SOW
• Routeware to perform initial testing to verify that both the inbound csv file.Once Routeware determines
that the test system is functioning as necessary,Routeware will advise the City of Fayetteville that it can
commence its User Acceptance Testing.
• Routeware's end-to-end functionality testing will include:
• Import
o Verify Tyler New Work ERP route files are ftp'd to location provided by Routeware
o Data mapping validation
o Ensuring properly formatted route files import and populate in the correct sections of
the database and Routeware Control Center
o Routes are delivered to tablets and the data is displayed correctly.
• Provide image/screenshot/share with the City of Fayetteville to ensure it is
displaying as expected.
o Route Data Validation by doing the following on a tablet:
•Complete pick up events
•Complete a skip for all corresponding skip reasons
• Complete an extra for all corresponding extra reasons
•Complete a comment
• Mark route as completed
o Once Routeware has moved all deliverables within the scope of this SOW to Production,
Routeware is to validate and verify that the deployment and implementation was
successful.
2.The City of Fayetteville User Acceptance Testing(aka"UAT")&Validation
• After Routeware advises that their initial testing has been completed,the client will commence and
perform its UAT testing in the test environment Routeware setup and configured.
• The client system end-to-end functionality testing will include but is not limited to:
o Tyler New World ERP export.csv file validation
o Ensure that the exported files reach the SFTP import folder hosted on the RW server
o Once Routeware advises that all deliverables within the scope of this SOW have been
moved to Routeware Production successfully,the client is to validate and verify that the
deployment and implementation were successful.
• The City of Fayetteville has a period of 10 business days to complete testing
IsTATFMFNT0F',+iCR% i O TF`iAR'r GLOBAL
DocuSign Envelope ID:C1D7AF3C-5463-40C1-94D5-09836D671430
Routeware
5 Support
During the development and testing of interfaces and reports your Primary contacts will be Jason
Doerflein and Jesse Whiteman.Their contact details are shown in Section 10. If you need to reach out to
them outside of regularly scheduled weekly meetings please do so via email. We do not use a specific
email format but do request that you provide specific examples to expedite the identification of issues.
Once you are in Production with Routeware Global your initial means of support will be through
Routeware Global Support Department.
Routeware Global
General Support:
Phone-1.877.906.8545
Email—support@routeware.com
6 Performance Requirements
This section left blank intentionally
7 Roles and Responsibilities
Routeware Responsibilities
• Per the scope and requirements defined within this SOW, Routeware will create a 1-way file transfer route
based interface and the corresponding interface management files for the Tyler New World import.
• Perform all Routeware testing activities as described and detailed within Section 4.1 of this SOW.
• Support testing with the City of Fayetteville's team as needed
7.2 Customer Responsibilities
• Delivering correctly formatted files with Tyler New World ERP data
v, RcuT=wa c-;;\
DocuSign Envelope ID:C1D7AF3C-5463-40C1-94D5-09836D671430
Routeware
• Support Routeware in developing the Tyler New World/Routeware import interface so route/customer
data is delivered to the Routeware system.
• Perform all City of Fayetteville test activities described and detailed within Section 4.2 of this SOW.
• Sign off on data mapping at the tablet level as needed
• Support all Routeware test activities as required.
7.3 Joint Responsibilities
• Timely communications regarding open questions and outstanding issues associated with the integration
and new functionality described within this SOW document.
• Appropriate resources to attend and participate in all required and mutually agreed upon Routeware/Tyler
New World ERP import interface work sessions and meetings.
8 Period of Performance/ Schedule
At the time this SOW was delivered, Routeware expects the development tasks defined in this SOW to commence
within 5 weeks and complete within 20 business days following.This timeline will be revisited and communicated
with Randy's/Republic upon client's signed approval and return to Routeware.
Expected time to complete Expected Start date as of
7/27/22
Scoping and Project Management ongoing
Tyler New World ERP--* RCC 40 hrs 8/15/22
import interface development and
test
QA Testing 5 hrs
9 Cost Estimate
All time estimates are provided as a guideline.Client will be invoiced for actual hours accrued delivering interface
at Routeware's Professional Services rate of$225/hr.The Client will be notified in advance of the project exceeding
the provided estimate.
.ost Structure
Scoping and Project Management $3375 15 hrs @$225/hr
Tyler New World ERP--• RCC import interface$9000 40 hrs @$225/hr
QA Testing $1125 5 hrs @$225/hr
Total $13,500
STATEMENT OF WORK ROUTEWARE GLOBAL
DocuSign Envelope ID:C1D7AF3C-5463-40C1-94D5-09836D671430
Routeware
10 Key Contacts
Customer
Name Position Email Phone
Keith Macedo Project Manager kmacedo@fayetteville-ar.gov 479-575-5320
arah Perry Business Systems Analyst Sperry@fayetteville-ar.gov 479-444-3434
Routeware
Name Position Email Phone
Jesse Whiteman Business Solutions Manager jwhiteman@routeware.com 503-931-5109
Jason Doerflein TPM Professional Services jdoerflein@routeware.com 503.475.4660
Mike Ciani Senior Director of mciani@routeware.com
Professional Services
STATEMENT OF WORK 6 ROUTEWARE GLOBAL
DocuSign Envelope ID:C1D7AF3C-5463-40C1-94D5-09836D671430
e Routeware
_ _, ._. ,, _
11 Acceptance of SOW
ProjectTyler New World ERP
Clien City of Fayetteville
Requested b Keith Macedo
Fro ason Doerflein
Order Numbe [insert order number]
Jir [insert Jira ticket number]
Purchase Order [insert client PO number-Optional]
Dat
To the extent that Company produces reports for Customer where the Customer controls the content of
the reports, Company will not be responsible for the accuracy of such reports and Customer indemnifies
Company for any third-party claims resulting from such reports.
(: Mayor
Client Signat i e Title
Lioneld Jordan 09/02/22
Name (Printed) Date
Routeware Global
—DocuSigned by
,un,u,c, bAbce,c1, Controller
7FAFBCA2B804F0
Signature Title
Lanae Bulkley August 30, 2022
Name (Printed) Date
r—DocuSIgned by.
78CA7738440E43C
Please send signed document to your Account Executive
ITATEMENT OF WORK ROUTEWARE GLOBAL
DocuSign Envelope ID:C1D7AF3C-5463-40C1-94D5-09836D671430
Routeware
12 Acceptance of Delivered Project
ProjectTyler New World ERP
ClientCity of Fayetteville
Requested by Keith Macedo
FromJason Doerflein
Order Number[insert order number]
Jira[insert Jira ticket number]
Purchase Order#[insert client PO number-Optional]
Date
Delivered as Agreed
Client Signature Title
Name (Printed) Date
Routeware Global
Signature Title
Name (Printed) Date
Please send signed document to
ProfessionalServices@Routeware.com
'STATEMENT OF WORK 8 ROUTEWARE GLOBAL
CityClerk
From: Macedo, Keith
Sent: Thursday,January 11, 2024 3:42 PM
To: CityClerk
Subject: RE: HOLDING FILE: Item 2022-0511
The agreement is fully executed and the work is in process.The page that does not have signatures is an acceptance
document to be executed when the City agrees all work has been completed per the agreement and to our satisfaction.
We are still working with Routeware on this project and it has not been accepted yet. Once we accept the work we will
forward a signed acceptance.
It is my opinion that the document can be archived as is, and treat the acceptance as an additional document that can
be added a later time if needed.
Keith
From:CityClerk<cityclerk@fayetteville-ar.gov>
Sent:Thursday,January 11, 2024 1:57 PM
To: Macedo, Keith <kmacedo@fayetteville-ar.gov>
Subject: HOLDING FILE: Item 2022-0511
Good afternoon,
Our office is cleaning out its Holding File and found a Non-Agenda item for Information Technology from back in 2022
that has yet to be archived due to Missing Additional Signatures.
Could you please review the attached document and if you have the fully executed document could you please provide a
copy for us to complete the archiving process?
If this document does not require the additional signature being sought please inform our office.We'll make a note of it,
attach it to the document in question and complete the archive process.
Thank you,
Jonathan Ramirez
Communication Specialist
Office of the City Clerk-Treasurer
City of Fayetteville, Arkansas
479-575-8323
favetteville-ar.gov
ramirez(c�fayetteville-ar.qov
opo ®
CITY OF
1� FAYETTEVILLE
ARKANSAS
1