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HomeMy WebLinkAbout26 - Amendments Amendment Number Unknown - Samsara - EXPANDED AUTOMATIC VEHICLE LOCATION SERVICES First Amendment to Professional Services Agreement for Automatic Vehicle Location Services Across City Fleet FY 2027 – FY 2031 Page 1 of 2 FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT THIS FIRST AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT FOR EXPANDED AUTOMATIC VEHICLE LOCATION SERVICES dated June 10th, 2025 (the “Agreement”) is made and entered into this 14th day of July, 2026, by and between the CITY OF BOZEMAN, MONTANA, a self governing municipal corporation organized and existing under its Charter and the laws of the State of Montana, 121 North Rouse Street, Bozeman, Montana, with a mailing address of PO Box 1230, Bozeman, MT 59771, hereinafter referred to as “City,” and Samsara, hereinafter referred to as “Contractor.” In consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency whereof being hereby acknowledged, the parties hereto agree to amend the Agreement as follows: 1. Scope of Services. Section 4 of the Agreement shall include Exhibit A, Exhibit D, and Exhibit E. Expanding the scope of services provided by Samsara. 2. Representatives and Notices. a. Section A of the agreement, the City’s Representative shall be Sam Bearzi, Fleet Manager. b. Section B of the agreement, the Contractor’s Representative shall be McKenzie Wager. 3. Agreement still valid. All remaining terms and provisions of the Agreement remain in effect. **** END OF AGREEMENT EXCEPT FOR SIGNATURES **** Docusign Envelope ID: 52094A5D-83D9-85AC-80E9-EB1AC570B5C1 First Amendment to Professional Services Agreement for Automatic Vehicle Location Services Across City Fleet FY 2027 – FY 2031 Page 2 of 2 IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year first above written. CITY OF BOZEMAN, MONTANA Samsara Inc. By________________________________ By_____________________________ Chuck Winn, City Manager Adam Eltoukhy Chief Legal Officer APPROVED AS TO FORM By_______________________________ Greg Sullivan, Bozeman City Attorney Docusign Envelope ID: 52094A5D-83D9-85AC-80E9-EB1AC570B5C1 Cost Overview License Term: 49 Months Total License Cost over 49 Months $28,652.26 Hardware and Accessories Included Shipping and Handling* $157.14 Total Sales Tax* $0.00 Total Contract Value1 $28,809.40 First Invoice1 $7,174.02 Recurring Invoice2 $7,016.88 Quote #: Q-2721081 Issued Date: 07-07-2026 Expires 07-30-2026 Order Number: S-2858466 Prepared For: City of Bozeman 814 N Bozeman Ave Bozeman, Montana 59715-2955 Bozeman, Montana 59715-2955 Prepared By: McKenzie Wager mckenzie.wager@samsara.com Payment Information:Payment Method: Check/Wire Payment Terms: Net 30Payment Frequency: Direct AnnualEstimated Ship Date: 07-17-2026 1Estimated value, actual invoice amount may change based on product fulfilment date, Includes estimated sales tax 2Amount displayed is for products purchased in this order only, Includes estimated sales tax *If shipping is “Pending” - Amount is pending due to size of order; Shipping and Handling subject to change *Sales tax subject to change: If Sales tax is “Pending” – Final amount will be provided prior to payment 3% fee only applies to US - (CAD, MX, EMEA are exempt) Docusign Envelope ID: 52094A5D-83D9-85AC-80E9-EB1AC570B5C1 Product Overview SHIP TO Sam Bearzi 814 N Bozeman Ave Bozeman, Montana, 59715-2955 United States Hardware & Accessories Net Unit Price Total Price Forward-facing dash-camera, Series 4 HW-CM33• QTY: 10 Included Included Enhanced VG Series OBDII J1962 L-mount cable CBL-VG-COBDII-Y1• QTY: 10 Included Included Vehicle IoT Gateway, model VG55 HW-VG55-NA• QTY: 10 Included Included Rear Camera HW-MC31• QTY: 6 Included Included 5m GX12 Female to GX12 Male Cable CBL-MC-GX5• QTY: 6 Included Included AHD Camera Connector (1 camera) HW-CM-AHD1• QTY: 6 Included Included 3m (10ft) USB Extension Cable CBL-CM-B3AU• QTY: 6 Included Included AG53 Powered Asset Gateway HW-AG53• QTY: 2 Included Included AG J1939 9pin Cable CBL-AG-B9PIN• QTY: 2 Included Included Vehicle IoT Gateway, model VG55 HW-VG55-NA• QTY: 1 Included Included Enhanced VG Series OBDII J1962 L-mount cable CBL-VG-COBDII-Y1• QTY: 1 Included Included Docusign Envelope ID: 52094A5D-83D9-85AC-80E9-EB1AC570B5C1 SHIP TO Sam Bearzi 814 N Bozeman Ave Bozeman, Montana, 59715-2955 United States Hardware & Accessories Net Unit Price Total Price Total Price:Included Docusign Envelope ID: 52094A5D-83D9-85AC-80E9-EB1AC570B5C1 Licenses Annual Unit Price Total Annual Price License for Vehicle Gateways LIC-VG-ENT• QTY: 10 $295.68 $2,956.80 License for HD Camera Connector (1 camera) LIC-CM-AHD1• QTY: 6 $300.00 $1,800.00 License for Rear Camera LIC-MC-R• QTY: 6 $81.00 $486.00 License for Forward-Facing Dash Camera LIC-CM1-ENT• QTY: 4 $295.68 $1,182.72 Plus License for Powered Asset Gateways LIC-AG-PWR-PLUS• QTY: 2 $147.84 $295.68 License for Vehicle Gateways LIC-VG-ENT• QTY: 1 $295.68 $295.68 Total Price:$7,016.88 Docusign Envelope ID: 52094A5D-83D9-85AC-80E9-EB1AC570B5C1 Billing Details: Bill To:Billing Contact:: City of Bozeman 814 N Bozeman Ave Bozeman, Montana, 59715-2955 Name: Sam Bearzi Title:Fleet Manager Billing Email: SBearzi@bozeman.net Phone Number: 4065777406 Does your organization require a purchase order (PO) in order to process payment to vendors? \Picklist_1\ If yes, please provide the PO Number: /PO_number_1/ If your organization requires invoice submission via an electronic invoice portal, please email any e-invoicing requirements to billingsupport@samsara.com. Please email any tax documentation to billingsupport@samsara.com. Docusign Envelope ID: 52094A5D-83D9-85AC-80E9-EB1AC570B5C1 Thank you for considering Samsara Samsara provides real-time visibility, business- relevant tools, and powerful analytics that enable customers to increase the productivity of their fleets and reduce operating costs. A solution for your fleet is proposed below. What is included? Samsara fleet tracking solution include cellular gateways, hardware accessories, and a per-gateway license. Gateway licenses provide all ongoing elements of the service, including: -Real-time location and vehicle telematics -Cellular data connectivity -Dashboard access with unlimited administrator accounts -Driver App for iOS and Android devices with unlimited driver accounts -WiFi hotspot connectivity (VG34 gateways, 500 MB/mo capacity) -Over-the-air software feature upgrades -API access as it relates to safety features for integration with 3rd party systems -Maintenance and phone support Samsara does not charge per-feature license fees, or other hidden costs. Payment Terms This order form includes a license fee for the Samsara Software associated with the Hardware to be paid annually beginning on the License Start Date and, if applicable, a one-time Hardware cost to be paid upfront as of the license start date. The annual fees are payable by recurring wire transfer. All transfers made by credit card are subject to a processing fee up to 3%, subject to applicable law. Late payments are subject to a 1.5% per month late fee. If license payments are delinquent by 30 days, Samsara may suspend the Service until late payments are remitted. License Term The license term for the Samsara Software licenses purchased under this Order Form begins on the day Samsara activates the applicable Samsara Software license by providing you a claim number and access to the Hosted Software (“License Start Date”). If Hardware associated with a then-unactivated Samsara Software license will be shipped to you under this Order Form, such Samsara Software license will be activated on the day the Samsara Hardware ships. Notwithstanding the foregoing, if you are renewing the license term for a previously-activated Samsara Software license under this Order Form, the License Start Date for the renewal license term shall be the day that Samsara extends your access to the Hosted Software for the renewal license term. Samsara Hardware requires a valid license to function. Samsara may ship Hardware under this Order Form subject to a schedule as mutually agreed Docusign Envelope ID: 52094A5D-83D9-85AC-80E9-EB1AC570B5C1 between the Parties or as determined by Samsara. By signing this Order Form, you confirm that each “Ship To” delivery address set forth herein is accurate and that any individual accepting delivery at that address is authorized to do so on your behalf. To the extent such Hardware is associated with then-unactivated Samsara Software licenses, the Samsara Software license term for each such Hardware device will start on the day that device ships regardless of the shipment schedule for the other such Hardware devices. If all such Hardware is shipped in one shipment, the license term for all such Hardware will be the full license term under this Order Form. If such Hardware is shipped in multiple shipments, only the license term of such Hardware in the initial shipment will be such full license term. The license term of the remaining such Hardware shipped after the initial shipment will be set to match the then-remaining license term of the initial shipment, so that the license term for all such Hardware under this Order Form expires on the same date. The total cost of the licenses for such Hardware shipped after the initial shipment will be pro-rated based on their actual license term, rounded up to the nearest month, as compared to the full license term under this Order Form. Certain payment amounts under this Order Form assume that the entire order is fulfilled at the same time and are subject to potential reduction based on the actual schedule of order fulfillment. You agree that you will only use the features included with the Samsara Software licenses purchased under this Order Form (“Licensed Scope”). Samsara reserves the right to audit usage of Samsara Software and to remove your access to such features beyond the Licensed Scope (for example, the licensed feature scope or licensed user count, as applicable) at any time. If you would like to use features beyond the Licensed Scope, you are required to purchase the applicable Samsara Software licenses and if applicable install the applicable Hardware that include such scope. If Samsara becomes aware that you are using features beyond the Licensed Scope, Samsara reserves the right to charge you for the applicable Samsara Software licenses that include such Licensed Scope at list price, and you agree to immediately pay such amounts. Samsara further reserves the right to change, discontinue, or remove features included in a Samsara Software license at any time. You acknowledge and agree that, during your license term, you may not downgrade your Samsara Software license plan to a lower Samsara Software license plan (e.g., downgrading your “Enterprise” license to a “Premier” license). Support And Warranty Samsara stands behind its Products. During the applicable warranty period, defective Hardware will be remedied pursuant to our Hardware Warranty Policy at www.samsara.com/support/hardware-warranty. Additional support information can be found at www.samsara.com/support. Terms Unless otherwise set forth herein, your use and access of the Hardware, Products, and Services specified herein are governed by Samsara’s standard terms of service found at https://www.samsara.com/legal/public-sector-customers-platform-terms-of-service/, unless the Parties have entered into a separate terms of service agreement and/or a separate terms of service agreement is attached to the Order Form, in which case such separate terms of service agreement shall govern (the 'Terms of Service') provided that notwithstanding anything stated in the Terms of Service to the contrary, Customer agrees the following sections from Samsara’s Docusign Envelope ID: 52094A5D-83D9-85AC-80E9-EB1AC570B5C1 standard terms of service found at https://www.samsara.com/legal/public-sector-customers- platform-terms-of-service/ shall apply: License (Section 4), Product Updates (Section 7), Data Protection Addendum (Section 10.3), Non-Samsara Products (Section 14), and Hardware Warranty (Section 17). You agree to be bound by the Terms of Service, and any capitalized terms not defined herein shall have the meaning set forth in the Terms of Service. The terms and conditions of the Terms of Service and this Order Form are the exclusive agreement of the parties with respect to the subject matter hereof and no other terms or conditions, including those associated with any Customer payment portal or onboarding of Samsara as a Customer vendor, shall be binding upon Samsara or otherwise have any force or effect. To the extent Samsara allows you to make subsequent purchases of Products via Purchase Order without a corresponding Quote, you agree that (i) such Purchase Order shall be subject to the terms and conditions of this Order Form, including with respect to payment and license terms, as well as the applicable Terms of Service; and (ii) to the extent there is a conflict between such Purchase Order and this Order Form, including with respect to payment and license terms, as well as the applicable Terms of Service, the terms of this Order Form shall prevail, and no additional terms included in such Purchase Order that are not included in this Order Form shall apply. You acknowledge and agree that any reference to a Purchase Order in this Order Form is solely for your convenience in record keeping, and the existence of a Purchase Order or any delivery of Products to you following receipt of any Purchase Order shall not be deemed an acknowledgement of or agreement to any terms or conditions associated with any such Purchase Order or in any way be deemed to modify, alter, supersede or supplement the Terms of Service or this Order Form. Docusign Envelope ID: 52094A5D-83D9-85AC-80E9-EB1AC570B5C1 Notification of Confidentiality You agree that the pricing and payment terms specified in this Order Form shall (i) be held in strict confidence; (ii) not be disclosed to any Samsara competitor or other entity, except as pre- approved in writing by Samsara; and (iii) not be used except to evaluate the suitability of the Samsara Products for your business. You will immediately notify Samsara in the event of any unauthorized use or disclosure under these terms. Violation of these obligations will cause irreparable harm to Samsara for which Samsara may obtain compensatory and timely injunctive relief from a court, as well as any other remedies that may be available, including recovery of all reasonable attorney’s fees and costs incurred in seeking such remedies. Your obligations specified herein shall last until the pricing and payment terms herein are, through no fault or action by you, public. This Order Form is a legally binding agreement between you (“Customer”) and Samsara Inc. (“Samsara”). IN WITNESS WHEREOF, Customer has caused this Order Form to be executed by its duly authorized representative. Docusign Envelope ID: 52094A5D-83D9-85AC-80E9-EB1AC570B5C1 I confirm acceptance of this Order Form on behalf of the Customer identified herein and represent and warrant that I have full and complete authority to bind the Customer to this Order Form, including all terms and conditions herein." "Please confirm acceptance of this Order Form by signing below: Signature \s1\ Print Name:\n1\ Date:\d1\ Docusign Envelope ID: 52094A5D-83D9-85AC-80E9-EB1AC570B5C1 Cost Overview License Term: 49 Months Total License Cost over 49 Months $13,884.64 Hardware and Accessories Included Shipping and Handling* $0.00 Total Sales Tax* $0.00 Total Contract Value1 $13,884.64 First Invoice1 $3,400.32 Recurring Invoice2 $3,400.32 Quote #: Q-2687350 Issued Date: 07-08-2026 Expires 07-30-2026 Order Number: S-2615087 Prepared For: City of Bozeman 814 N Bozeman Ave Bozeman, Montana 59715-2955 Bozeman, Montana 59715-2955 Prepared By: Derek Newsome derek.newsome@samsara.com Payment Information:Payment Method: Credit Card/ACH Debit Payment Terms: Net 30Payment Frequency: Direct AnnualEstimated Ship Date: 07-07-2026 1Estimated value, actual invoice amount may change based on product fulfilment date, Includes estimated sales tax 2Amount displayed is for products purchased in this order only, Includes estimated sales tax *If shipping is “Pending” - Amount is pending due to size of order; Shipping and Handling subject to change *Sales tax subject to change: If Sales tax is “Pending” – Final amount will be provided prior to payment 3% fee only applies to US - (CAD, MX, EMEA are exempt) Docusign Envelope ID: 52094A5D-83D9-85AC-80E9-EB1AC570B5C1 Product Overview Docusign Envelope ID: 52094A5D-83D9-85AC-80E9-EB1AC570B5C1 Licenses Annual Unit Price Total Annual Price License for Forward-Facing Dash Camera LIC-CM1-ENT• QTY: 5 $295.68 $1,478.40 License for Vehicle Gateways LIC-VG-ENT• QTY: 5 $295.68 $1,478.40 Plus License for Powered Asset Gateways LIC-AG-PWR-PLUS• QTY: 3 $147.84 $443.52 Total Price:$3,400.32 Docusign Envelope ID: 52094A5D-83D9-85AC-80E9-EB1AC570B5C1 Billing Details: Bill To:Billing Contact:: City of Bozeman 814 N Bozeman Ave Bozeman, Montana, 59715-2955 Name: Sam Bearzi Title:Streets Operator Foreman Billing Email: SBearzi@bozeman.net Phone Number: 4064513247 Does your organization require a purchase order (PO) in order to process payment to vendors? \Picklist_1\ If yes, please provide the PO Number: /PO_number_1/ If your organization requires invoice submission via an electronic invoice portal, please email any e-invoicing requirements to billingsupport@samsara.com. Please email any tax documentation to billingsupport@samsara.com. Docusign Envelope ID: 52094A5D-83D9-85AC-80E9-EB1AC570B5C1 Thank you for considering Samsara Samsara provides real-time visibility, business-relevant tools, and powerful analytics that enable customers to increase the productivity of their fleets and reduce operating costs. A solution for your fleet is proposed below. What is included? Samsara’s fleet tracking solution includes hardware accessories and a per-gateway license. Gateway licenses provide all ongoing elements of the service, including: - Real-time location and vehicle telematics - Dashboard access with unlimited administrator accounts - Driver App for iOS and Android devices with unlimited driver accounts - Over-the-air software feature upgrades - API access as it relates to features for integration with 3rd party systems - Maintenance and phone support Samsara does not include hidden costs in its licenses. If you want access to Samsara’s full set of fleet features--including but not limited to WiFi hotspot and ELD capabilities--you will need to upgrade your license. Samsara reserves the right to audit usage of features unrelated to the solution as well as remove them from the Samsara Dashboard. Payment Terms This order form includes a license fee for the Samsara Software associated with the Hardware to be paid annually beginning on the License Start Date and, if applicable, a one-time Hardware cost to be paid upfront as of the license start date. The annual fees are payable by recurring wire transfer. All transfers made by credit card are subject to a processing fee up to 3%, subject to applicable law. Late payments are subject to a 1.5% per month late fee. If license payments are delinquent by 30 days, Samsara may suspend the Service until late payments are remitted. License Term The license term for the Samsara Software licenses purchased under this Order Form begins on the day Samsara activates the applicable Samsara Software license by providing you a claim number and access to the Hosted Software (“License Start Date”). If Hardware associated with a then-unactivated Samsara Software license will be shipped to you under this Order Form, such Samsara Software license will be activated on the day the Samsara Hardware ships. Notwithstanding the foregoing, if you are renewing the license term for a previously-activated Samsara Software license under this Order Form, the License Start Date for the renewal license term shall be the day that Samsara extends your access to the Hosted Software for the renewal license term. Samsara Hardware requires a valid license to function. Samsara may ship Hardware under this Order Form subject to a schedule as mutually agreed between the Parties or as determined by Samsara. By signing this Order Form, you confirm that each “Ship To” delivery address set forth herein is accurate and that any individual accepting delivery at that address is authorized to do so on your behalf. To the extent such Hardware is associated with then-unactivated Samsara Software licenses, the Samsara Software license term Docusign Envelope ID: 52094A5D-83D9-85AC-80E9-EB1AC570B5C1 for each such Hardware device will start on the day that device ships regardless of the shipment schedule for the other such Hardware devices. If all such Hardware is shipped in one shipment, the license term for all such Hardware will be the full license term under this Order Form. If such Hardware is shipped in multiple shipments, only the license term of such Hardware in the initial shipment will be such full license term. The license term of the remaining such Hardware shipped after the initial shipment will be set to match the then-remaining license term of the initial shipment, so that the license term for all such Hardware under this Order Form expires on the same date. The total cost of the licenses for such Hardware shipped after the initial shipment will be pro-rated based on their actual license term, rounded up to the nearest month, as compared to the full license term under this Order Form. Certain payment amounts under this Order Form assume that the entire order is fulfilled at the same time and are subject to potential reduction based on the actual schedule of order fulfillment. You agree that you will only use the features included with the Samsara Software licenses purchased under this Order Form (“Licensed Scope”). Samsara reserves the right to audit usage of Samsara Software and to remove your access to such features beyond the Licensed Scope (for example, the licensed feature scope or licensed user count, as applicable) at any time. If you would like to use features beyond the Licensed Scope, you are required to purchase the applicable Samsara Software licenses and if applicable install the applicable Hardware that include such scope. If Samsara becomes aware that you are using features beyond the Licensed Scope, Samsara reserves the right to charge you for the applicable Samsara Software licenses that include such Licensed Scope at list price, and you agree to immediately pay such amounts. Samsara further reserves the right to change, discontinue, or remove features included in a Samsara Software license at any time. You acknowledge and agree that, during your license term, you may not downgrade your Samsara Software license plan to a lower Samsara Software license plan (e.g., downgrading your “Enterprise” license to a “Premier” license). Support And Warranty Samsara stands behind its Products. During the applicable warranty period, defective Hardware will be remedied pursuant to our Hardware Warranty Policy at www.samsara.com/support/hardware-warranty. Additional support information can be found at www.samsara.com/support. Terms Unless otherwise set forth herein, your use and access of the Hardware, Products, and Services specified herein are governed by Samsara’s standard terms of service found at https://www.samsara.com/legal/public-sector-customers-platform-terms-of-service/, unless the Parties have entered into a separate terms of service agreement and/or a separate terms of service agreement is attached to the Order Form, in which case such separate terms of service agreement shall govern (the 'Terms of Service') provided that notwithstanding anything stated in the Terms of Service to the contrary, Customer agrees the following sections from Samsara’s standard terms of service found at https://www.samsara.com/legal/public-sector-customers- platform-terms-of-service/ shall apply: License (Section 4), Product Updates (Section 7), Data Protection Addendum (Section 10.3), Non-Samsara Products (Section 14), and Hardware Warranty (Section 17). You agree to be bound by the Terms of Service, and any capitalized terms not defined herein shall have the meaning set forth in the Terms of Service. The terms and conditions of the Terms of Service and this Order Form are the exclusive agreement of the parties with respect to the subject matter hereof and no other terms or conditions, including those associated with any Customer payment portal or onboarding of Samsara as a Customer vendor, Docusign Envelope ID: 52094A5D-83D9-85AC-80E9-EB1AC570B5C1 shall be binding upon Samsara or otherwise have any force or effect. To the extent Samsara allows you to make subsequent purchases of Products via Purchase Order without a corresponding Quote, you agree that (i) such Purchase Order shall be subject to the terms and conditions of this Order Form, including with respect to payment and license terms, as well as the applicable Terms of Service; and (ii) to the extent there is a conflict between such Purchase Order and this Order Form, including with respect to payment and license terms, as well as the applicable Terms of Service, the terms of this Order Form shall prevail, and no additional terms included in such Purchase Order that are not included in this Order Form shall apply. You acknowledge and agree that any reference to a Purchase Order in this Order Form is solely for your convenience in record keeping, and the existence of a Purchase Order or any delivery of Products to you following receipt of any Purchase Order shall not be deemed an acknowledgement of or agreement to any terms or conditions associated with any such Purchase Order or in any way be deemed to modify, alter, supersede or supplement the Terms of Service or this Order Form. Docusign Envelope ID: 52094A5D-83D9-85AC-80E9-EB1AC570B5C1 Notification of Confidentiality You agree that the pricing and payment terms specified in this Order Form shall (i) be held in strict confidence; (ii) not be disclosed to any Samsara competitor or other entity, except as pre- approved in writing by Samsara; and (iii) not be used except to evaluate the suitability of the Samsara Products for your business. You will immediately notify Samsara in the event of any unauthorized use or disclosure under these terms. Violation of these obligations will cause irreparable harm to Samsara for which Samsara may obtain compensatory and timely injunctive relief from a court, as well as any other remedies that may be available, including recovery of all reasonable attorney’s fees and costs incurred in seeking such remedies. Your obligations specified herein shall last until the pricing and payment terms herein are, through no fault or action by you, public. This Order Form is a legally binding agreement between you (“Customer”) and Samsara Inc. (“Samsara”). IN WITNESS WHEREOF, Customer has caused this Order Form to be executed by its duly authorized representative. Docusign Envelope ID: 52094A5D-83D9-85AC-80E9-EB1AC570B5C1 I confirm acceptance of this Order Form on behalf of the Customer identified herein and represent and warrant that I have full and complete authority to bind the Customer to this Order Form, including all terms and conditions herein." "Please confirm acceptance of this Order Form by signing below: Signature \s1\ Print Name:\n1\ Date:\d1\ Docusign Envelope ID: 52094A5D-83D9-85AC-80E9-EB1AC570B5C1