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Home My WebLink AboutContract 59653-A1R1DocuSign Envelope ID: 691C383E-A9ED-4FEC-A18D-7959BC3C698E csc No. 59653-A1R1 FIRST AMENDMENT TO AND FIRST RENEWAL OF FORT WORTH CITY SECRETARY CONTRACT NO. 59653 This First Amendment to and First Renewal of the FORT WORTH CITY SECRETARY CONTRACT NO. 59653 ("Amendment and Renewal"), between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, and ROUTEWARE, INC ("Vendor"), each individually referred to as a "party" and collectively referred to as the "parties." WHEREAS the City and Routeware, Inc have entered into that certain agreement identified as City Secretary Contract No. 59653 (also the "Agreement") commencing on April 1, 2023 for services involving software licensing, and; NOW THEREFORE, City and Vendor, acting herein by and through their duly authorized representatives, agree to the following terms: I. The City hereby exercises its first of four options to renew the Agreement for an additional one (1) year term which will expire on April 1, 2024, unless terminated earlier in accordance with the Agreement. II. The Order Form for the period of April 1, 2024 - March 31, 2025 is attached to this Amendment and Renewal as Exhibit A and incorporated herein. Contractor's Invoice INV-028481 further detailing the costs for the period from April 1, 2024 - March 31, 2025 is attached to this Amendment and Renewal as Exhibit B and incorporated herein. In the event of any conflict between the Exhibits attached to this Amendment and Renewal and the Schedules attached to the Agreement, this Amendment and Renewal shall control. All other terms, provisions, conditions, covenants and recitals of the Agreement not expressly amended herein shall remain in full force and effect. [signature page follows] First Amendment to and First Renewal of Fort Worth City Secretary Contract No. 59653 Routeware, Inc OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX DocuSign Envelope ID: 691C383E-A9ED-4FEC-A18D-7959BC3C698E ACCEPTED AND AGREED: CITY OF FORT WORTH: By: Valerie Washington (Apr 25, 2024 09:54 CDT) Name: Valerie Washington Title: Assistant City Manager Date: April 25, 2024 APPROVAL RECOMMENDED: By: Name: James Keezell Title: Environmental Services Assistant Director ATTEST: By: Name: Jannette S. Goodall Title: City Secretary CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Chris -Nan Harpr By: Christian Harper (Apr 23, 2024 6:37 CDT) Name: Christian Harper Title: Contract Services Administrator APPROVED AS TO FORM AND LEGALITY: By: Name: M. Kevin Anders, II Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A Form 1295: N/A VENDOR: ROUTEWARE, INC r DocuSigned by: By: Name tentit9EReceivable Title: Accounts Receivable Date: March 28, 2024 ROUTEWARE, INC By. Nam Title: Date: DocuSigned by: _du( l s l v, VP of Accounting March 28, 2024 First Amendment to and First Renewal of Fort Worth City Secretary Contract No. 59653 Routeware, Inc OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX DocuSign Envelope ID: 691 C383E-A9ED-4FEC-A18D-7959BC3C698E Routeware Routeware, Inc. 16525 SW 72nd Ave Portland, Orego.n 9.7224 United States Phone (503).906-8500 Email info@routeware com Ship To Val Familo Fort Worth, TX 200 Texas St Fort Worth, Texas 76102 United States 817-392-5160 valerie.fam ilo@fortworthtexas.gov EXHIBIT A Order Form order#: Q-06558-1 Agreement Term: 12 Months Offer Good Through: 3/17/2024 Bill To Fort Worth, TX Sourcewell 6591. #041217-RCS 200 Texas St Fort Worth, Texas 76102 United States SALESPERSON PHONE EMAIL PAYMENT TERMS Blake Tucker braketucker@routeware.com Net 30 Statement of Confidentiality & Non -Disclosure This document contains proprietary and confidential information. Al information and data submitted to Fort Worth, TX 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 Fort Worth, TX 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 4-06558-1 Page 1 of 2 First Amendment to and First Renewal of Fort Worth City Secretary Contract No. 59653 Routeware, Inc Page 3 of 5 DocuSign Envelope ID: 691 C383E-A9ED-4FEC-A18D-7959BC3C698E Recurring Subscriptions PRODUCT UNIT QTY UNIT PRICE EXTENDED ReCollect Text Messaging (1000 Per Month 11 USD 45.83 USD 504.13 Subscribers) ReCollect Collection Calendar Per Month 1 USD 1,315.00 USD 1,315.00 Mobile App Per Month 1 USD 573.00 USD 573.00 ReCollect Waste Sorting Game Per Month 1 USD 408.20 USD 408.20 ReCollect Waste Wizard Per Month 1 USD 573.00 USD 573.00 ReCollect Website Tool Per Month 1 USD 0.00 USD 0.00 Recurring Subscriptions TOTAL: USD 3,373.33 Payment Terms - Software Fees are invoiced thirty (30) days after the Contract Start Date Order (the "Effective Service Date"). Recurring Subscriptions shall be invoiced annually in advance, commencing on the Effective Service Date and on each successive anniversary thereof. Terms & Conditions Information This Order and all products and services herein are subject to and limited to the terms and conditions detailed in the City Secretary Contract No. 59653, Routeware Order Number Q-04241 (the "Agreement") commencing on April 1, 2023 for services involving software licensing, incorporated by reference herein. Any purchase orders issued in response to this Order will be deemed acceptance of such terms. Prices are exclusive of any federal, state, or local taxes. The customer is responsible for all federal, state, and local taxes. This system requires a specific server to operate Routeware software, which may need to be purchased separately. This system requires cellular connectivity for each vehicle which may need to be purchased separately. If route sequencing by Routeware is a requirement, additional professional services fees may apply. On -Board Computer software is sold as a perpetual license, allowing the license to be activated on replacement hardware. 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 million (1,000,000) residents or up to three hundred and fifty thousand (350,000) service addresses, whichever is achieved first. Additional charges will be incurred if the solution(s) are used beyond either of these specified limits. Q-06558-1 Page 2 of 2 First Amendment to and First Renewal of Fort Worth City Secretary Contract No. 59653 Routeware, Inc Page 4 of 5 DocuSign Envelope ID: 691 C383E-A9ED-4FEC-A18D-7959BC3C698E EXHIBIT B Routeware IUCollec corD, DEasy J Routeware Companies REMITTANCE (EFT PREFERRED): accountsreceivable@routeware.com I PO Box 676074, Dallas, TX 75267-6074 We'd like to introduce our new Customer Portal, where you can download invoices and make payments) It can be found here: Register / Pay Now FOR USD CUSTOMERS: Bank; PNC Bank, N.A. Bank Address: 2 Tower Center Blvd, East Brunswick, NJ 08816 Acct Title: Routeware, Inc. Account #:8026456977 Routing #: 031207607 BILL TO Fort Worth, TX Sourcewell 6591. #041217-RCS 200 Texas St Fort Worth, Texas 76102 FOR CAD CUSTOMERS: Bank: PNC Canada Branch Bank Address: 130 King West Suite 2140, Toronto ON M5X 1E4 Account Title: Routeware Canada, Inc. Account #: 7900015824 Bank & Transit #: 365, 00790 GST/HST no. 81978 8480 RT0001 CUSTOMER PO CUSTOMER NO. RC 2024 Annual Support C001054 SHIP TO Fort Worth, TX 200 Texas 5t Fort Worth, Texas Invoice Invoice #: INV-028481 Invoice Date: 04/01/2024 TRACKING NUMBER SHIP VIA DESCRIPTION ReCollect Collection Calendar 1 units x $1315 per unit, per month TERMS Net 30 DUE DATE 04/01/2024J QTY I U/M 1 Each ReCollect Mobile App 1 units x $573 per unit, per month ReCollect Text Messaging (1000 Subscribers) 11 units x $45.83 per unit, per month ReCollect Waste Sorting Game 1 units x S408.2 per unit, per month ReCollect Waste Wizard 1 units x $573 per unit, per month 11 UNIT COST $15,780.00 Each Each Each $6,876.00 $549.96 $4,898.40 Each SHIPPING SHIPPING (RMA) TAX VAT VAT-nr Total PAYMENTS APPLIED REMAINING DUE $6,876.00 AMOUNT $15,780.00 $6,876.00 $6,049.56 $4,898.40 $6,876,00 Subtotal $40,479.96 $0.00 $0.00 $0.00 $0.00 $0.00 $40,479.96 $0.00 $40,479.96 USD PLEASE NOTE: To the extent you do not have a currently effective written contract for services with a Routeware company, by paying this invoice, you agree that the terms and conditions found at httas://routeware.com/Clients/ will apply to and govern the services provided to you by Routeware, and therefore, will affect your legal rights and obligations. However, if you have a currently effective written contract for services with a Routeware company, the terms and conditions of your written contract will continue to apply as provided in such contract. As determined appropriate by Routeware, payments that do not reference a specific invoice will be applied to the oldest outstanding invoice. Current 1-30days 31-60days 61-90 days 91 days Total -40,479.96 USD 0.00 USD 0.00 USD 0.00 USD 0.00 USD -40,479.96 USD Customers with a balance 30+ days past due are subject to support hold. All returns are subject to a 15% restocking charge. Overdue amounts are subject to late payment charge of 1.5% per month. Fees may be occasionally increased to align with inflation and cost increases. First Amendment to and First Renewal of Fort Worth City Secretary Contract No. 59653 Routeware, Inc Page 5 of 5