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PASS -AROUND TITLE:
DEPARTMENT:
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
Amendment 3 to EKOS Software Agreement
Information Technology DATE: 5119O5
PERSON REQUESTING: Ryan Rose
Brief description of the problem/issue:
EKOS software is used at our Weld County operated fuel sales, and helps monitor and control the fuel dispensing systems. Currently, we have 7 sites
that use EKOS Software. This Amendment will add an 8th site, which will be Installed and configured at the new Grader Shed In Dimono.
What options exist for the Board?
1) Approve Amendment to expand use of software
2) Schedule work session to discuss
Consequences:
If not approved, EKOS software cannot be used at the new fuel island
Impacts:
EKOS software controls and monitors fuel distribution at fuel sites.
Cost (Current Fiscal YearlOngoing or Subsequent Fiscal Years:
Additional $2,148 per year, Included In Facilities Operational Budget.
Recommendation:
It Is the recommendation of the IT and Fadlities Departments to approve thls Amendment.
Party L Buck
Scott K. James
Jason S. Maxey
Lynette Peppier
Kevin D. Ross
Support Recommendation Schedule
Place on BIICC Agenda Work Session Other/Comments:
S�
Con�P,�'1tIC�b-- cc. OnbaseCIT)
(b/Z/25 In/2/25
2023 —Z -16`l
I TO 012,
EKOS
EKOS - SOFTWARE LICENSE AGREEMENT
AMENDMENT NO. 3 TO EKOS SOFTWARE LICENSE AGREEMENT
This AMENDMENT NO. 3 TO EKOS SOFTWARE LICENSE AGREEMENT ("Amendment"), effective 8/8/2025
("Amendment Effective Date") is by and between Weld County ("Customer") and EKOS Inc. ("Company").
Customer and Company desire to amend the EKOS SOFTWARE LICENSE AGREEMENT between the parties, having an
effective date of 9/29/2023 (the "Agreement") to modify the Term and add the EKOS Software & Services as follows:
Please select your EKOS Products and Services
0 EKOS SOFTWARE + SERVICES MENU Quantity
Per Month Prices Setup Fees (one-time)
SECTION A: FUEL & SITE SOFTWARE
Core Platform
❑ Core Platform - Flagship License
Required for all Flagship licenses
5 years
$83.33 (S5,000 paid upfront)
Fuel Site Module
0 Fuel Site Module
Includes Help Desk Support.
Includes EKOS Service & Repair Support.
Includes ATG Compliance & Site Compliance.
1
$179 per site/controller
�, nn
8 1 — ].0 = S3,000)
(11+ = S300 / site)
❑ EKOS Support Services
$80 per site/controller
❑ ATG Compliance
$19 per site
❑ Inventory Mngt. Only w/ Compliance
Includes fuel site module limited to Inventory.
Includes ATG Compliance & Site Compliance.
$25 perATG
$100 per site
❑ Inventory Mngt for Wireless Monitors
Includes fuel site module limited to Inventory.
Wireless monitors require this option at a minimum
$20 per device
❑ Concierge - Service & Repair Management
$125 per site
❑ REV (Mobile App)
Includes Fuel Site Module limited to REV.
$50 per device
Fuel Card Module
❑ Fuel Card Module — EKOS/Gasboy Cards
. Customer will pay pump prices at retail gas stations.
. Truck stop fees may apply.
FREE
Fuel Card Module - Non EKOS/Gasboy Cards
. EKOS can pull in WEX Direct cards, Voyager cards, and
Comdata cords.
$100 per platform per month
$3,000 (+$200/hr for any
work >25 hrs) per integration
Bulk Fuel Module
❑ Bulk Fuel Module
$50 per site
❑ Bulk Invoice Audit Feature
Includes Bulk Fuel Module.
. Additional setup fees maybe quoted based on scope
of work.
$150 per site
$25,000
❑ Concierge - Bulk Fuel Management
$.02 per gallon
EV Fuel Module
❑ EKOS - EV Module
$20 per connector
$3,000
0 EKOS - EV Payment Processing
6% fee per transaction
EEKOS
EKOS - SOFTWARE LICENSE AGREEMENT AMENDMENT
VI► EKOS SOFTWARE - FLEET & GPS MENU
Quantity Per Month Prices Setup Fees (one-time)
SECTION B: FLEET SOFTWARE
❑ EKOS - Fleet Module — Level 1
Tracking of Assets including purchase & life cycle details,
odometer entry, VIN decoding, Asset Statuses, Vehicle
Classes, and Asset Types.
If customer has GPS (or OEM integrations) then this level
is included in the GPS or OEM pricing.
$3 per vehicle
$15,000
❑ EKOS - Fleet Module — Level 2
Includes all features of Level 1 plus:
inspections, Work Orders, Preventative Maintenance
(PMs), Total Cost of Ownership, Driver Complaints,
Purchase Orders, Parts Management, Motor Pool, Vendor
Management and GPS odometer match.
$5 per vehicle
❑ EKOS - Fleet Module — Level 3
Includes all features of Levels 1, and 2 plus: Technicians
Management Warehouse Management Physical
Inventory Count Tool, Garage Manager, Technician
Mobile Feature, and Time Clock.
$7 per vehicle
❑ Fleet Module — Other Assets
Includes tools, attachments, generators, trailers, mowers,
and other assets that are not vehicles or equipment.
$1 per unit
SECTION C: GPS & TELEMATICS
All GPS and OEM selections will include Fleet Module Level 1 with GPS and OEM Pricing.
❑ EKOS - GPS (Active Tracking)
Includes active real-time tracking and full suite of
advanced features.
$13 per vehicle
$3,000 not applicable if a
Fleet Module Setup Fee has
been charged in year 1
EKOS - GPS (OBD)
Includes daily odometer updates integrated in fleet
module. No fueling is necessary to get the odometer.
Includes ping for current location, fault codes, check
engine lights, and location history when pinged.
$10 per vehicle
❑ EKOS - GPS (Asset Tracking)
Includes daily location, alerts & ping to locate.
$9 per asset
❑EKOS - OEM & Integrations
*Fees charged by the OEM will be paid by customer.
$5 per asset
$5,000 not opplical, if a
Fleet Module Setup Fee has
been charged in year 1
SECTION D: COMMUNICATIONS
Cellular Communications Fees
El Cellular
per controller (includes ATG)
$20 per ATG or t2 EV Charger
❑ LAN Communications Module
All charges included with device
❑ Wireless Inventory Monitoring Fee
Includes Fuel Site module limited to Inventory.
$20 per device
SECTION E: HaaS
❑ Islander Prime + Parts & Service*
$299 per Asset
$1,000
Q Equipment — See Exhibit A*
El
E
CI
* See Exhibit A for Equipment details
E. EKOS
EKOS - SOFTWARE LICENSE AGREEMENT AMENDMENT
SECTION F: OTHER SERVICES
EjCustom Development Requests
Quoted based on scone of work
Single Sign On (SSO) Integration
$1,000
iii
Total One -Time Setup Fees
$0
Total Monthly Amount
$179 additional
Total Contract Amount .MmumAmount Billed Over Term,
1 Year
$2148 additional
Customer Acknowledgement
i2,
C EKOS
EKOS - SOFTWARE LICENSE AGREEMENT AMENDMENT
Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement. This Amendment
may be executed in any number of counterparts, each of which shall be deemed to bean original, but all of which together
shall constitute one and the same instrument, and the delivery via facsimile or email transmission of an executed counterpart
shall constitute delivery of the executed counterpart. Except as expressly modified, amended and supplemented in this
Amendment, the Agreement remains unchanged and in full force and effect on the date hereof.
The parties agree that the signatures provided below may be original signatures, a facsimile or email of an original signature,
a stamped copy of an original signature or a computer generated copy signature. The parties further agree and intend that
any such form of signature shall be binding upon the party providing the signature, and that the delivery via facsimile
transmission or email of an executed copy of this Amendment by a party shall constitute delivery of the executed Amendment
by such party.
IN WITNESS WHEREOF, Customer and Company have set their signatures below.
Castomer
EKOS, Im.
By: („„,.,,,,,m, Perry L. Buck
By: („,„,om,e) Kent Reid
'.:3Customer Signature
Signature: /Cif-t7`-'�-wf
Chair,
Title: Board of Weld County Commissioners
Tine: Chief Revenue Officer
Date: JUN 0 2 2C25
Date: 5/19/2025
zon- zlcrl
Contract Fo
Entity Information
Entity Name *
EKOS
Entity ID*
@00047121
O New Entity?
Contract Name* Contract ID
EKOS - SOFTWARE LICENSE AGREEMENT AMENDMENT 9521
Contract Status
CTB REVIEW
Contract Lead *
SWHITMORE
Contract Lead Email
swhitmore@weld.gov
Parent Contract ID
Requires Board Approval
YES
Department Project #
Contract Description*
EKOS SOFTWARE IS USED AT OUR WELD COUNTY OPERATED FUEL SITES, AND HELPS MONITOR AND CONTROL
THE FUEL DISPENSING SYSTEMS. CURRENTLY, WE HAVE 7 SITES THAT USE EKOS SOFTWARE. THIS AMENDMENT
WILL ADD AN 8TH SITE, WHICH WILL BE INSTALLED AND CONFIGURED
Contract Description 2
Contract Type* Department Requested BOCC Agenda Due Date
AMENDMENT INFORMATION Date* 05/31/2025
TECHNOLOGY-GIS 06/04/2025
Amount*
$2,148.00 Department Email Will a work session with BOCC be required?*
CM- NO
Renewable* InformationTechnologyGI
YES S@weld.gov Does Contract require Purchasing Dept. to be
Automatic Renewal
Grant
IGA
Department Head Email
CM-
InformationTechnologyGI
S-DeptHead@weld.gov
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY@WEL
D.GOV
included?
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts
are not in OnBase
Contract Dates
Effective Date
Termination Notice Period
Contact Information
Review Date*
04/01/2026
Renewal Date*
05/26/2026
Committed Delivery Date Expiration Date
Contact Info
Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2
Purchasing
Purchasing Approver Purchasing Approved Date
CONSENT 05/28/2025
Approval Process
Department Head Finance Approver Legal Counsel
RYAN ROSE CONSENT CONSENT
DH Approved Date Finance Approved Date Legal Counsel Approved Date
05/2-8/2025 05/28/2025 05/28/2025
Final Approval
BOCC Approved Tyler Ref #
AG 060225
BOCC Signed Date Originator
SWHITMORE
BOCC Agenda Date
06/02/2025
Conivac+11 ciao9
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE:
DEPARTMENT:
PERSON REQUESTING:
Amendment 62 to MSA for EKOS Software - new fuel site at Brlggsdale
Information Technology
Ryan Rose Ftz-
DATE: 3/14/25
Brief description of the problem/issue:
The Facilities department uses EKOS software to control the fuel dispensing systems at some fuel islands through Weld County. With the recent
remodel of the fuel site at Briggsdale, Facilities wishes to extend the use of this software to this new site. This will be an additional one (1) site covered
under our existing MSA, which already Includes six (6) other fuel sites. This agreement has been reviewed by the County Attorney, and all needed
funds are Included in the Facilities FY25 Budget.
What options exist for the Board?
1) Approve amendment
2) Request work session
Consequences:
The software slows fadlities to remotely manage and report on fuel dispensing operations at the fuel sites.
Impacts:
New monloring and controls at Briggsdale
Cost (Current Fiscal Year/Ongoing or Subsequent Fiscal Years:
$2,14elyear for the addtlonal site, Included in Facilities FY25 Budget.
Recommendation:
It la the recommendation of the Facilities and IT Departments to approve this amendment.
Perry L. Buck
Scott K. James
Jason S. Maxey
Lynette Peppier
Kevin D. Ross
Support Recommendation Schedule
Place on BOCC Agenda Work Session Other/Comments:
K(1,
ConW)-1- Arda,
urzrzs
(-0/2,5
2023-Z1Gef
I TOO( 2,
EEKOS
EKOS - SOFTWARE LICENSE AGREEMENT AMENDMENT
AMENDMENT NO.2 TO EKOS SOFTWARE LICENSE AGREEMENT
This AMENDMENT NO.2 TO EKOS SOFTWARE LICENSE AGREEMENT ("Amendment"), effective 2/28/2025
("Amendment Effective Date") is by and between Weld County ("Customer") and EKOS Inc. ("Company").
Customer and Company desire to amend the EKOS SOFTWARE LICENSE AGREEMENT between the parties, having an
effective date of 9/29/2023 (the "Agreement") to add the EKOS Software & Services as follows:
Please select your EKOS Products and Services
® EKOS SOFTWARE MENU
Quantity Per Month Prices Setup Fees (one -ante)
SECTION A: FUEL & SITE SOFTWARE
Fuel Site Module
❑✓ Fuel Site Module
Includes Help Desk Support.
PP
Includes EKOS Service & Repair Support.
. Includes ATG Compliance & Site Compliance.
1
$179 per site/controller
$3,000
1-10 =53,00o)
(11+ _ $300 / site)
❑ EKOS Support Services
$80 per site/controller
❑ ATG Compliance
$19 per site
❑ Inventory Mngt. Only w/ Compliance
Includes Fuel Site Module limited to Inventory.
. includes ATG Compliance & Site Compliance.
$25 per ATG
$100 per site
❑ Concierge - Service & Repair Management
$125 per site
❑ REV (Mobile App)
Includes Fuel Site Module limited to REV.
$50 per device
Fuel Card Module
❑ Fuel Card Module — EKOS/Gasboy Cards
Customer will pay pump prices at retail gas stations.
. Truck stop fees may apply.
FREE
❑ Fuel Card Module - Non EKOS/Gasboy Cards
. EKOS can pull in WEX Direct cards, Voyager cards, and
Comdata cards.
$100 per platform per month
$3,000 (÷ 5200/hr far any work
25 hrs) per integration
Bulk Fuel Module
❑ Bulk Fuel Module -
$50 per site
❑ Bulk Invoice Audit Feature
. Includes Bulk Fuel Module.
. Additional setup fees maybe quoted based on scope
of work.
$150 per site
$25,000
❑ Concierge - Bulk Fuel Management
$.02 per gallon
EV Fuel Module
❑ EKOS - EV Module
$20 per connector
$3,000
O EKOS - EV Payment Processing
6% fee per transaction
C EKOS
A
EKOS - SOFTWARE LICENSE AGREEMENT AMENDMENT
EKOS SOFTWARE MENU
Quantity Per Month Prices Setup Fees (one -rime)
SECTION B: FLEET SOFTWARE
Fleet Module
❑ EKOS - Fleet Module — Level 1
Tracking of Assets including purchase & life cycle
details, odometer entry, VIN decoding, Asset
Statuses, Vehicle Classes, and Asset Types.
. If customer has GPS (or OEM integrations) then this
level is included in the GPS or OEM pricing.
$3 per vehicle
0 EKOS - Fleet Module — Level 2
Includes all features of Level 1 plus:
. Inspections, Work Orders, Preventative Maintenance
(PMs), Total Cost of Ownership, Driver Complaints,
Purchase Orders, Parts Management, Motor Pool,
Vendor Management and GPS odometer match.
$5 per vehicle
$15,000
❑ EKOS - Fleet Module — Level 3
. Includes all features of Levels 1, and 2 plus:
Technicians Management, Warehouse Management,
Physical Inventory Count Tool, Garage Manager,
Technician Mobile Feature, and Time Clock.
$7 per vehicle
0 Fleet Module — Other Assets
. Includes tools, attachments, generators, trailers,
mowers, and other assets that are not vehicles or
equipment.
$1 per unit
SECTION C: GPS & TELEMATICS
All GPS and OEM selections will Indude Fleet Nodule Level 1 with GPS and OEM Pricing.
O EKOS - GPS (Active Tracking)
. Includes active real-time tracking and full suite of
advanced features.
$13 per vehicle
$3,000 not applicable if a
Fleet Module Setup Fee has
been charged in year 1
EKOS - GPS (on)
. Includes doily odometer updates integrated in fleet
module. No fueling is necessary to get the odometer.
. Includes ping for current location, fault codes, check
engine lights, and location history when pinged.
$10 per vehicle
❑ EKOS - GPS (Asset Tracking)
. Includes daily location, alerts & ping to locate.
$9 per asset
EKOS - OEM & Integrations
'Fees charged by the OEM will be paid by customer.
$5 per asset
$5,000 nct applicable if o
Fleet Module Setup Fee has
been charged in year 1
SECTION D: COMMUNICATIONS
Cellular Communications Fees
$65 per controller (includes /TG)
$20 per ATG or L2 EV Charger
ET (Edge Device)
All charges included with device
Wireless Inventory Monitoring Fee
. Includes Fuel Site module limited to Inventory.
$20 per device
SECTION E: OTHER SERVICES
Custom Development Requests
Quote based on scope of work
Single Sign On (SSO) Integration
$1,000
Total One -Time Setup Fees
$ 0
Total Monthly Amount
$ 179
Total Contract Amount wu mamnmountemedOvare m)
1 yr
$ 2,148 annually
Customer Acknowledgement
C EKOS
EKOS - SOFTWARE LICENSE AGREEMENT AMENDMENT
Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement. This Amendment
may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together
shall constitute one and the same instrument, and the delivery via facsimile or email transmission of an executed counterpart
shall constitute delivery of the executed counterpart. Except as expressly modified, amended and supplemented in this
Amendment, the Agreement remains unchanged and in full force and effect on the date hereof.
The parties agree that the signatures provided below may be original signatures, a facsimile or email of an original signature,
a stamped copy of an original signature or a computer generated copy signature. The parties further agree and intend that
any such form of signature shall be binding upon the party providing the signature, and that the delivery via facsimile
transmission or email of an executed copy of this Amendment by a party shall constitute delivery of the executed Amendment
by such party.
IN WITNESS WHEREOF, Customer and Company have set their signatures below.
Customer
EKOS, Inc.
By„.......) Perry L. Buck
a,„,,,,,,,.,_, Kent Reid
Customer Signature : /C-jSignature:
/e"—
Title: Chair, Board of Weld County Commissioners
Tlt,e, Chief Revenue Officer
Date: APR 0 2 2025
Date: 4/3/2025
Attest: ^, �..Jp•
Esther E. Gesick, Clerk to the Board
By.
Dep lerk a Board /)
2 023-2"199
tract For
Entity Information
Entity Name* Entity ID*
EKOS @00047121
Contract Name* Contract ID
AMENDMENT # 2 - ADDING FUEL SITE AT BRIGGSDALE 9269
Contract Status Contract Lead *
CTB REVIEW JMUNDT
Contract Description*
AMENDMENT # 2 - ADDING FUEL SITE AT BRIGGSDALE
Contract Description 2
[] New Entity?
Contract Lead Email
jmundt@weld.gov
Parent Contract ID
Requires Board Approval
YES
Department Project #
Contract Type* Department Requested BOCC Agenda Due Date
AGREEMENT INFORMATION Date* 03/29/2025
TECHNOLOGY-GIS 04/02/2025
Amount*
$2,178.00 Department Email Will a work session with BOCC be required?*
CM- NO
Renewable* InformationTechnologyGI
NO S@weld.gov Does Contract require Purchasing Dept. to be
Automatic Renewal
Grant
IGA
Department Head Email
CM-
InformationTechnologyGI
S-DeptHead@weld.gov
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY@WEL
D.GOV
included?
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts
are not in OnBase
Contract Dates
Effective Date
Termination Notice Period
Contact Information
Review Date*
11/01/2025
Committed Delivery Date
Renewal Date
Expiration Date*
12/31/2025
Contact Info
Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2
Purchasing
Purchasing Approver Purchasing Approved Date
CONSENT 03/28/2025
Approval Process
Department Head Finance Approver Legal Counsel
RYAN ROSE CONSENT CONSENT
DH Approved Date Finance Approved Date Legal Counsel Approved Date
03/28/2025 03/28/2025 03/28/2025
Final Approval
BOCC Approved Tyler Ref #
AG 040225
BOCC Signed Date Originator
JMUNDT
BOCC Agenda Date
04/02/2025
C' r vaID*$3(
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE:
DEPARTMENT:
PERSON REQUESTING:
Amendment 1 to EKOS Fuel System License Agreement
Information Technology
Ryan Rose
DATE: 11n4/24
Brief description of the problem/issue:
The software used by Weld County to adminster the fuel stations used by county vehicles needs to be modified to include support services. Previously
support services were purchased through a different company, who is now a part of EKOS. This is an adminstrative adjustment that does not carry any
net cost impact.
What options exist for the Board?
Approve the amendment, or request a work session to discuss if needed
Consequences:
Software support services for the fuel sites is an operationally critical service
Impacts:
approving the amendment will continue support at the current levels
Cost (Current Fiscal Year/Ongoing or Subsequent F scal Years:
$5,760 no change from current ongoing costs, included in FY budgets.
Recommendation:
It is the recommendation of the IT Department to approve this Amendment.
Perry L. Buck, Pro-Tem
Mike Freeman
Scott K. James
Kevin D. Ross, Chair
Lori Saine
Cohan -E- FIc
11 /7,5/2,4
Support Recommendation Schedule
Place on BOCC Agenda Work Session Other/Comments:
ho
CC: ohicaseuT)
itizsiz4
CoZ3 - Z"199
(TOO( Z
EKOS
AMENDMENT NO. 1 TO EKOS SOFTWARE LICENSE AGREEMENT
This AMENDMENT NO. 1 TO EKOS SOFTWARE LICENSE AGREEMENT ("Amendment"), effective 11/29/2024
("Amendment Effective Date") is by and between Weld County ("Customer") and EKOS Inc. ("Company").
Customer and Company desire to amend the EKOS SOFTWARE LICENSE AGREEMENT between the parties, having an
effective date of 9/29/2023 (the "Agreement") to add the EKOS Software & Services as follows:
Please select your EKOS Products and Services that will be added to the existing agreement
EKOS SOFTWARE + SERVICES MENU
Quantity
Per Month Prices
Setup Fees (one-time)
EKOS Fuel Site Module
$99 persite,,controlier
EKOS Support Services
6
$80 per control,
EKOS Compliance Module
$19 per site
-
EKOS Bulk Fuel Module
$100 per site
EKOS Fuel Card Module
$70 per,..
EKOS Fleet Maintenance Module
$7 ;per vehicle
EKOS Fleet MM with GPS (Active Tracking)
$20 pervehicie
EKOS Fleet MM with GPS (000 Only)
$15 per vehicle
EKOS Fleet MM with GPS (Asset Tracking)
$10 peras,t
EKOS GPS and OEM Integrations
$5 per nsset
EV Module
$20 perconnector
Cellular Communications Module
Cellular Connections
❑
$65 per controller (ii?cludes ATG)
$20 cer ATG or, FV Charger
- LAN Communications Module (ET)
$20 pe>re;te
EKOS Invoice Audit
$120 per site
REV
$50 per device
- Wireless Monitor Connect
$20 per device
Bulk Fuel Concierge
$.02 per gaflon
Single Sign On (SSO) Integration
$1,000
_
_ Custom Development Requests
quoted based on scope of work
EKOS Service and Repair Concierge
$125 per site
Total One -Time Setup Fees
$
Total Monthly Amount
$480 Monthly
$
Total Contract Amount (Minimum Amount Billed Over Tu.
$5,760 Annually
$
3.7 GPS (Optional). If Customer elects to use the EKOS GPS from Teletrac Navman, customer shall pay an annual fee based on the number of assets to be tracked and
devices deployed at the start of each fiscal year. Customer can elect to purchase additional GPS devices at any time during the life of this contract, and fees will be
prorated based on date of purchase. GPS devices will be provided as part of the monthly fee for the service as listed on page one of this agreement. Installation of
the GPS device is the responsibility of the customer. If requested EKOS will facilitate the device installation for an additional one-time fee of $199 per device. The
terms and conditions for the use of the GPS device can be found at https://www.teletracnavman.com/media/23781 /terms-and-conditions-teletrac-navman-
usa-may-2023.pdf.
EKOS License Amendment Version 2024 v2.1
11 Page
EKOS
Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement. This Amendment
may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together
shall constitute one and the same instrument, and the delivery via facsimile or email transmission of an executed counterpart
shall constitute delivery of the executed counterpart. Except as expressly modified, amended and supplemented in this
Amendment, the Agreement remains unchanged and in full force and effect on the date hereof.
The parties agree that the signatures provided below maybe original signatures, a facsimile or email of an original signature,
a stamped copy of an original signature or a computer generated copy signature. The parties further agree and intend that
any such form of signature shall be binding upon the party providing the signature, and that the delivery via facsimile
transmission or email of an executed copy of this Amendment by a party shall constitute delivery of the executed Amendment
by such party.
IN WITNESS WHEREOF, Customer and Company have set their signatures below.
Customer
EKOS, Inc.
By: (Mae.... Kevin n ..
By: ,i,„n„ w,,) Kent Reid
Customer Signatu 0
Signature: A' / 2.,;,
Title: Chair, Board of Weld County Commissioners
Title: Chief Revenue Officer
K0��� 2 5 2024X1/13/2024
Date:
ATTEST: dildet)
Clerk to the Board
By:
Deputy Clerk to the Bo
EKOS License Amendment Version 2024 v2.1
2IPage
ct
Entity Information
Entity Name*
EKOS
Entity ID*
@00047121
Contract Name *
2023 LICENSE AGREEMENT AMENDMENT 1
Contract Status
CTB REVIEW
Contract ID
8865
Contract Lead *
JMUNDT
Contract Lead Email
jmundt@weld.gov
New Entity?
Parent Contract ID
Requires Board Approval
YES
Department Project #
Contract Description *
AMENDING THE LICENSE TO INCLUDE SUPPORT SERVICES AFTER EKOS ACQUIRED GILBARCO, THE PREVIOUS
SUPPORT SERVICES PROVIDER. THERE IS NO CHANGE TO CURRENT COSTS.
Contract Description 2
Contract Type * Department Requested BOCC Agenda Due Date
AGREEMENT INFORMATION Date* 11/16/2024
TECHNOLOGY-GIS 11/20/2024
Amount*
$5,760.00 Department Email Will a work session with BOCC be required?*
CM- NO
Renewable* InformationTechnologyGI
NO Does Contract require Purchasing Dept. to be
S@weld.gov
Automatic Renewal
Grant
IGA
Department Head Email
CM-
InformationTechnologyGI
S-DeptHead@weld.gov
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY@WEL
D.GOV
included?
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts
are not in OnBase
Contract Dates
Effective Date
Termination Notice Period
Contact Information
Review Date *
11/01/2025
Committed Delivery Date
Renewal Date
Expiration Date*
11/29/2025
Contact Info
Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2
Purchasing
Purchasing Approver Purchasing Approved Date
CONSENT 11/20/2024
Approval Process
Department Head Finance Approver Legal Counsel
RYAN ROSE CONSENT CONSENT
DH Approved Date Finance Approved Date Legal Counsel Approved Date
11/20/2024 11/20/2024 11/20/2024
Final Approval
BOCC Approved Tyler Ref #
AG 112524
BOCC Signed Date Originator
JMUNDT
BOCC Agenda Date
11/25/2024
Con
ck Dif. -7390
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: Gasboy/EKOS Software Upgrade
DEPARTMENT: Information Technology
PERSON REQUESTING: Ryan Rose Vr".%
DATE: 9/11/23
Brief description of the problem/issue:
Gasboy software is our fuel management software, that tracks and reports on fuel usage at County operated fuel sites. This software is being upgraded
to a new product, called EKOS. The software vendor is not changing, just the product, to keep current with industry standards. This is a necessary
change as the current Gasboy software is nearing end of life, and does need of be replaced. The financial impacts were planned for in the current year
budget, and, the County Attorney has reviewed the services agreement.
What options exist for the Board?
Approve agreement to implement new software
Schedule a work session
Consequences:
The current software is near end of life, if not replaced, it will not meet industry or security standards.
Impacts:
All reports and interfaces will need to be migrated, so there may be some operational adjustments necesssary in Departments and
Accounting.
Cost (Current Fiscal Year/Ongoing or Subsequent Fiscal Years:
$11,128 in year 1
$8,128 per year ongoing
Recommendation:
It is the recommendation of Information Technology to approve this agreement to implement services.
Perry L. Buck, Pro -Tern
Mike Freeman, Chair
Scott K. James
Kevin D. Ross
Lori Saine
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Support Recommendation Schedule
Place on BOCC Agenda Work Session Other/Comments:
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Karla Ford
From:
Sent:
To:
Subject:
yes
Lori Saine
Weld County Commissioner, District 3
1150 O Street
PO Box 758
Greeley CO 80632
Phone: 970-400-4205
Fax: 970-336-7233
Email: Isaine@weldgov.com
Website: www.co.weld.co.us
In God We Trust
Lori Saine
Tuesday, September 12, 2023 1:01 PM
Karla Ford
RE: Please Reply - IT Gasboy/EKOS Software Upgrade PA
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for
the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise
protected from disclosure. If you have received this communication in error, please immediately notify sender by return
e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the
contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited.
From: Karla Ford <kford@weld.gov>
Sent: Tuesday, September 12, 2023 9:32 AM
To: Lori Saine <Isaine@weld.gov>
Subject: Please Reply - IT Gasboy/EKOS Software Upgrade PA
Importance: High
Please advise if you approve putting this on the agenda. Thank you!
Karla Ford X
Office Manager, Board of Weld County Commissioners
1150 O Street, P.O. Box 758, Greeley, Colorado 80632
:: 970.336-7204 :: kford(@aweldgov.com :: www.weldclov.com
**Please note my working hours are Monday -Thursday 7:00a.m.-5:00p.m.**
1
PROFESSIONAL SERVICE AGREEMENT BETWEEN WELD COUNTY AND GE SOFTWARE INC.
THIS AGREEMENT is made and entered into this 8 day of September , 2023, by and between the
Board of Weld County Commissioners, on behalf of the Weld County Office of Information Technology, hereinafter
referred to as "County," and GE Software Inc., hereinafter referred to as "Contractor".
WHEREAS, County desires to retain Contractor to perform services as required by County and set forth in
the attached Exhibits; and
WHEREAS, Contractor is willing and has the specific ability, qualifications, and time to perform the
required services according to the terms of this Agreement; and
WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill,
expertise, and experience necessary to provide the services as set forth below.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the
parties hereto agree as follows:
1. Introduction. The terms of this Agreement are contained in the terms recited in this document and in the
attached Exhibits, each of which forms an integral part of this Agreement and are incorporated herein. The parties
each acknowledge and agree that this Agreement, including the attached Exhibits, define the performance
obligations of Contractor and Contractor's willingness and ability to meet those requirements (the "Work"). If a
conflict occurs between this Agreement and any Exhibit or other attached document, the terms of this Agreement
shall control, and the remaining order of precedence shall based upon order of attachment.
Exhibit A consists of EKOS — Software License Fees, Terms and Conditions
2. Service or Work. Contractor agrees to procure the materials, equipment and/or products necessary for
the Work and agrees to diligently provide all services, labor, personnel and materials necessary to perform and
complete the Work described in the attached Exhibits. Contractor shall further be responsible for the timely
completion and acknowledges that a failure to comply with the standards and requirements of Work within the time
limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement.
3. Term. The term of this Agreement begins upon the date of the mutual execution of this Agreement
and shall continue through and until Contractor's completion of the responsibilities described in the attached
Exhibits. Both of the parties to this Agreement understand and agree that the laws of the State of Colorado prohibit
County from entering into Agreements which bind County for periods longer than one year. The terms and
conditions of this Agreement may be extended annually upon mutual written agreement of the Parties, up to the
period defined in Appendix A.
4. Termination; Breach; Cure. County may terminate this Agreement for its own convenience upon
thirty (30) days written notice to Contractor. Either Party may immediately terminate this Agreement upon material
breach of the other party, however the breaching party shall have fifteen (15) days after receiving such notice to cure
such breach. Upon termination, County shall take possession of all materials, equipment, tools and facilities owned
by County which Contractor is using, by whatever method it deems expedient; and, Contractor shall deliver to
County all drawings, drafts, or other documents it has completed or partially completed under this Agreement,
together with all other items, materials and documents which have been paid for by County, and these items,
materials and documents shall be the property of County. Copies of work product that is incomplete at the time of
termination shall be marked "DRAFT -INCOMPLETE." If this Agreement is terminated by County, Contractor shall
be compensated for, and such compensation shall be limited to, (1) the sum of the amounts contained in invoices
which it has submitted and which have been approved by the County; (2) the reasonable value to County of the
services which Contractor provided prior to the date of the termination notice, but which had not yet been approved
for payment; and (3) the cost of any work which the County approves in writing which it determines is needed to
accomplish an orderly termination of the work. County shall be entitled to the use of all material generated pursuant
to this Agreement upon termination. Upon termination of this Agreement by County, Contractor shall have no claim
of any kind whatsoever against the County by reason of such termination or by reason of any act incidental thereto,
except for compensation for work satisfactorily performed and/or materials described herein properly delivered.
5. Extension or Amendment. Any amendments or modifications to this agreement shall be in writing signed
by both parties. No additional services or work performed by Contractor shall be the basis for additional
compensation unless and until Contractor has obtained written authorization and acknowledgement by County for
such additional services. Accordingly, no claim that the County has been unjustly enriched by any additional
services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the
compensation payable hereunder. In the event that written authorization and acknowledgment by the County for
such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor's
rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment
for such additional services or work performed. In the event the County shall require changes in the scope, character,
or complexity of the work to be performed, and said changes cause an increase or decrease in the time required or
the costs to the Contractor for performance, an equitable adjustment in fees and completion time shall be negotiated
between the parties and this Agreement shall be modified accordingly by Change Order. Any claims by the
Contractor for adjustment hereunder must be made in writing prior to performance of any work covered in the
anticipated Change Order, unless approved and documented otherwise by the County Representative. Any change
in work made without such prior Change Order shall be deemed covered in the compensation and time provisions
of this Agreement, unless approved and documented otherwise by the County Representative.
6. Compensation. Upon Contractor's successful completion of the Work, and County's acceptance of
the same, County agrees to pay Contractor an amount not what is set forth in Exhibit A. No payment in excess of
that set forth in the Exhibits will be made by County unless a Change Order authorizing such additional payment
has been specifically approved by Weld County as required pursuant to the Weld County Code. If, at any time
during the term or after termination or expiration of this Agreement, County reasonably determines that any payment
made by County to Contractor was improper because the service for which payment was made did not perform as
set forth in this Agreement, then upon written notice of such determination and request for reimbursement from
County, Contractor shall forthwith return such payment(s) to County. Upon termination or expiration of this
Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. County will not
withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for
the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement.
Unless expressly enumerated in the attached Exhibits, Contractor shall not be entitled to be paid for any other
expenses (e.g. mileage). Notwithstanding anything to the contrary contained in this Agreement, County shall have
no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period
after December 31 of any year, without an appropriation therefore by County in accordance with a budget adopted
by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes,
the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution,
Article X, Sec. 20).
7. Independent Contractor. Contractor agrees that it is an independent contractor and that Contractor's
officers, agents or employees will not become employees of County, nor entitled to any employee benefits (including
unemployment insurance or workers' compensation benefits) from County as a result of the execution of this
Agreement. Contractor shall be solely responsible for its acts and those of its agents and employees for all acts
performed pursuant to this Agreement.
8. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance
upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor
agreements for the completion of the Work without County's prior written consent, which may be withheld in
County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned
to the Work during the performance of this Agreement and no personnel to whom County has an objection, in its
reasonable discretion, shall be assigned to the Work. Contractor shall require each subcontractor, as approved by
County and to the extent of the Work to be performed by the subcontractor, to be bound to Contractor by the terms
of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by
this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the
provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such
process. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors.
9. Ownership. All work and information obtained by Contractor under this Agreement or individual work
order shall become or remain (as applicable), the property of County. In addition, all reports, documents, data, plans,
drawings, records and computer files generated by Contractor in relation to this Agreement and all reports, test
results and all other tangible materials obtained and/or produced in connection with the performance of this
Agreement, whether or not such materials are in completed form, shall at all times be considered the property of the
County. Contractor shall not make use of such material for purposes other than in connection with this Agreement
without prior written approval of County.
10. Confidentiality. Confidential information of the Contractor should be transmitted separately from non -
confidential information, clearly denoting in red on the relevant document at the top the word, "CONFIDENTIAL."
However, Contractor is advised that as a public entity, Weld County must comply with the provisions of the
Colorado Open Records Act (CORA), C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee
the confidentiality of all documents. Contractor agrees to keep confidential all of County's confidential information.
Contractor agrees not to sell, assign, distribute, or disclose any such confidential information to any other person or
entity without seeking written permission from the County. Contractor agrees to advise its employees, agents, and
consultants, of the confidential and proprietary nature of this confidential information and of the restrictions imposed
by this Agreement.
11. Warranty. Contractor warrants that the Work performed under this Agreement will be performed in a
manner consistent with the standards governing such services and the provisions of this Agreement. Contractor
further represents and warrants that all Work shall be performed by qualified personnel in a professional manner,
consistent with industry standards, and that all services will conform to applicable specifications. For work in which
Contractor produces a design to be used for construction purposes, Contractor shall carefully check all unit
quantities and quantity calculations and shall submit them for County review. If the County experiences additional
costs during project construction which are directly associated with errors and omissions (professional negligence)
which require change orders to the construction contract resulting in costs greater than the construction contract
bid unit costs, Contractor shall be financially liable for such increased costs.
12. Acceptance of Services Not a Waiver. Upon completion of the Work, Contractor shall submit to
County originals of all test results, reports, etc., generated during completion of this work. Acceptance by County
of reports and incidental material(s) furnished under this Agreement shall not in any way relieve Contractor of
responsibility for the quality and accuracy of the project. In no event shall any action by County hereunder constitute
or be construed to be a waiver by County of any breach of this Agreement or default which may then exist on the
part of Contractor, and County's action or inaction when any such breach or default exists shall not impair or
prejudice any right or remedy available to County with respect to such breach or default. No assent, expressed or
implied, to any breach of any one or more covenants, provisions or conditions of the Agreement shall be deemed or
taken to be a waiver of any other breach. Acceptance by the County of, or payment for, the Work completed under
this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the
law generally.
13. Insurance. Contractor must secure, before the commencement of the Work, the following insurance
covering all operations, goods, and services provided pursuant to this Agreement, and shall keep the required insurance
coverage in force at all times during the term of the Agreement, or any extension thereof, and during any warranty
period. For all coverages, Contractor's insurer shall waive subrogation rights against County.
a. Types of Insurance.
Workers ' Compensation /Employer's Liability Insurance as required by state statute, covering all of the
Contractor's employees acting within the course and scope of their employment. The policy shall contain a
waiver of subrogation against the County. This requirement shall not apply when a Contractor or
subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contractor or
subcontractor executes the appropriate sole proprietor waiver form.
Commercial General Liability Insurance including public liability and property damage, covering all operations
required by the Work. Such policy shall include minimum limits as follows: $1,000,000 each occurrence;
$1,000,000 general aggregate; $1,000,000 Personal injury $5,000; Medical payment per person.
Automobile Liability Insurance: Contractor shall maintain limits of $1,000,000 for bodily injury per person,
$1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all vehicles
operating both on County property and elsewhere, for vehicles owned, hired, and non -owned vehicles used
in the performance of this Contract.
Professional Liability (Errors and Omissions Liability). The policy shall cover professional misconduct or
lack of ordinary skill for those positions defined in the Scope of Services of this contract. Contractor shall
maintain limits for all claims covering wrongful acts, errors and/or omissions, including design errors, if
applicable, for damage sustained by reason of or in the course of operations under this Contract resulting
from professional services. In the event that the professional liability insurance required by this Contract is
written on a claims -made basis, Contractor warrants that any retroactive date under the policy shall precede
the effective date of this Contract; and that either continuous coverage will be maintained or an extended
discovery period will be exercised for a period of two (2) years beginning at the time work under this
Contract is completed. Minimum Limits: $1,000,000 Per Loss; $2,000,000 Aggregate.
b. Proof of Insurance. Upon County's request, Contractor shall provide to County a certificate of insurance,
a policy, or other proof of insurance as determined in County's sole discretion. County may require
Contractor to provide a certificate of insurance naming Weld County, Colorado, its elected officials, and its
employees as an additional named insured.
c. Subcontractor Insurance. Contractor hereby warrants that all subcontractors providing services under
this Agreement have or will have the above described insurance prior to their commencement of the Work,
or otherwise that they are covered by the Contractor's policies to the minimum limits as required herein.
Contractor agrees to provide proof of insurance for all such subcontractors upon request by the County.
d. No limitation of Liability. The insurance coverages specified in this Agreement are the minimum
requirements, and these requirements do not decrease or limit the liability of Contractor. The County in no
way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities
that might arise out of the performance of the Work under by the Contractor, its agents, representatives,
employees, or subcontractors. The Contractor shall assess its own risks and if it deems appropriate and/or
prudent, maintain higher limits and/or broader coverages. The Contractor is not relieved of any liability or
other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance
in sufficient amounts, duration, or types. The Contractor shall maintain, at its own expense, any additional
kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this
Agreement.
e. Certification of Compliance with Insurance Requirements. The Contractor stipulates that it has met the
insurance requirements identified herein. The Contractor shall be responsible for the professional quality,
technical accuracy, and quantity of all services provided, the timely delivery of said services, and the
coordination of all services rendered by the Contractor and shall, without additional compensation, promptly
remedy and correct any errors, omissions, or other deficiencies.
14. Indemnity. The Contractor shall defend, indemnify and hold harmless County, its officers, agents, and
employees, from and against any and all injury, loss, damage, liability, suits, actions, claims, or willful acts or
omissions of any type or character arising out of the Work done in fulfillment of the terms of this Agreement or on
account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the
failure of the Contractor to conform to any statutes, ordinances, regulation, judicial decision, or other law or court
decree. The Contractor shall be fully responsible and liable for any and all injuries or damage received or sustained
by any person, persons, or property on account of its performance under this Agreement or its failure to comply with
the provisions of the Agreement. It is agreed that the Contractor will be responsible for primary loss investigation,
defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract,
the Contractor agrees to waive all rights of subrogation against the County its associated and/or affiliated entities,
successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the
work performed by the Contractor for the County. A failure to comply with this provision shall result in County's
right to immediately terminate this Agreement.
15. Non -Assignment. Contractor may not assign or transfer this Agreement or any interest therein or claim
thereunder, without the prior written approval of County. Any attempts by Contractor to assign or transfer its rights
hereunder without such prior approval by County shall, at the option of County, automatically terminate this
Agreement and all rights of Contractor hereunder. Such consent may be granted or denied at the sole and absolute
discretion of County.
16. Examination of Records. To the extent required by law, the Contractor agrees that an
duly authorized representative of County, including the County Auditor, shall have access to and
the right to examine and audit any books, documents, papers and records of Contractor, involving all matters and/or
transactions related to this Agreement. Contractor agrees to maintain these documents for three years from the date
of the last payment received.
17. Interruptions. Neither party to this Agreement shall be liable to the other for delays in delivery or
failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any
cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes
or Governmental actions.
18. Notices. County may designate, prior to commencement of Work, its project representative ("County
Representative") who shall make, within the scope of his or her authority, all necessary and proper decisions with
reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction
shall be directed to County Representative. All notices or other communications made by one party to the other
concerning the terms and conditions of this contract shall be deemed delivered under the following circumstances:
(a) personal service by a reputable courier service requiring signature for receipt; or
(b) five (5) days following delivery to the United States Postal Service, postage prepaid addressed to a party
at the address set forth in this contract; or
(c) electronic transmission via email at the address set forth below, where a receipt or acknowledgment is
required and received by the sending party; or
Either party may change its notice address(es) by written notice to the other. Notice may be sent to:
TO CONTRACTOR:
Name: Dawn McDonald, SAAS Account Manager
Position: Gasboy, Commercial and Industrial Solutions
Address:
Address:
E-mail: dawn.mcdonald@gilbarco.com
Phone: 337-936-9059
TO COUNTY:
Name: Jacob Mundt
Position: Director of App and Database Systems, Weld County
Address: 1401 N. 17th Ave
Address: Greeley, CO 80631
E-mail: jmundt@weld.gov
Phone: 970/400-2521
19. Compliance with Law. Contractor shall strictly comply with all applicable federal and State laws,
rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination
and unfair employment practices.
20. Non -Exclusive Agreement. This Agreement is nonexclusive and County may engage or use other
Contractors or persons to perform services of the same or similar nature.
21. Entire Agreement/Modifications. This Agreement including the Exhibits attached hereto and
incorporated herein, contains the entire agreement between the parties with respect to the subject matter contained
in this Agreement. This instrument supersedes all prior negotiations, representations, and understandings or
agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or
supplemented only by a written instrument signed by both parties.
22. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent
upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this
Agreement by County does not create an obligation on the part of County to expend funds not otherwise appropriated
in each succeeding year.
23. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507. The
signatories to this Agreement state that to their knowledge, no employee of Weld County has any personal or
beneficial interest whatsoever in the service or property which is the subject matter of this Agreement.
24. Survival of Termination. The obligations of the parties under this Agreement that by their nature would
continue beyond expiration or termination of this Agreement (including, without limitation, the warranties,
indemnification obligations, confidentiality and record keeping requirements) shall survive any such expiration or
termination.
25. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable
by a court of competent jurisdiction, this Agreement shall be construed and enforced without such provision, to the
extent that this Agreement is then capable of execution within the original intent of the parties.
26. Governmental Immunity. No term or condition of this Agreement shall be construed or interpreted as a
waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado
Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended.
27. No Third Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms
and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to
the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever
by any other person not included in this Agreement. It is the express intention of the undersigned parties that any
entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental
beneficiary only.
28. Board of County Commissioners of Weld County Approval. This Agreement shall not be valid until
it has been approved by the Board of County Commissioners of Weld County, Colorado or its designee.
29. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shall be
applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated
herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a
legal dispute between the parties, Contractor agrees that the Weld County District Court shall have exclusive
jurisdiction to resolve said dispute.
30. Public Contracts for Services C.R.S. §8-17.5-101. Contractor certifies, warrants, and agrees that it
does not knowingly employ or contract with an illegal alien who will perform work under this
Agreement. Contractor will confirm the employment eligibility of all employees who are newly hired for
employment in the United States to perform work under this Agreement, through participation in the E -Verify
program or the State of Colorado program established pursuant to C.R.S. §8-17.5-102(5)(c). Contractor shall not
enter into a contract with a subcontractor that fails to certify with Contractor that the subcontractor shall not
knowingly employ or contract with an illegal alien to perform work under this Agreement. Contractor shall not use
E -Verify Program or State of Colorado program procedures to undertake pre -employment screening or job
applicants while this Agreement is being performed. If Contractor obtains actual knowledge that a subcontractor
performing work under this Agreement knowingly employs or contracts with an illegal alien Contractor shall notify
the subcontractor and County within three (3) days that Contractor has actual knowledge that a subcontractor is
employing or contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop
employing or contracting with the illegal alien within three (3) days of receiving notice. Contractor shall not
terminate the subcontract if within three days the subcontractor provides information to establish that the
subcontractor has not knowingly employed or contracted with an illegal alien. Contractor shall comply with
reasonable requests made in the course of an investigation, undertaken pursuant to C.R.S. §8-17.5-102(5), by the
Colorado Department of Labor and Employment. If Contractor participates in the State of Colorado program,
Contractor shall, within twenty days after hiring an new employee to perform work under the contract, affirm that
Contractor has examined the legal work status of such employee, retained file copies of the documents, and not
altered or falsified the identification documents for such employees. Contractor shall deliver to County, a written
notarized affirmation that it has examined the legal work status of such employee and shall comply with all of the
other requirements of the State of Colorado program. If Contractor fails to comply with any requirement of this
provision or of C.R.S. §8-17.5-101 et seq., County, may terminate this Agreement for breach, and if so terminated,
Contractor shall be liable for actual and consequential damages.
Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if Contractor receives
federal or state funds under the contract, Contractor must confirm that any individual natural person eighteen (18)
years of age or older is lawfully present in the United States pursuant to C.R.S. § 24-76.5-103(4), if such individual
applies for public benefits provided under the contract. If Contractor operates as a sole proprietor, it hereby swears
or affirms under penalty of perjury that it: (a) is a citizen of the United States or is otherwise lawfully present in the
United States pursuant to federal law, (b) shall produce one of the forms of identification required by C.R.S. § 24-
76.5-101, et seq., and (c) shall produce one of the forms of identification required by C.R.S. § 24-76.5-103 prior to
the effective date of the contract.
31. Attorney's Fees/Legal Costs. In the event of a dispute between County and Contractor concerning this
Agreement, the parties agree that each party shall be responsible for the payment of attorney fees and/or legal costs
incurred by or on its own behalf.
32. Binding Arbitration Prohibited. Weld County does not agree to binding arbitration by any extra judicial body
or person. Any provision to the contrary in this Agreement or incorporated herein by reference shall be null and
void.
Acknowledgment. County and Contractor acknowledge that each has read this Agreement, understands it and
agrees to be bound by its terms. Both parties further agree that this Agreement, with the attached Exhibits, is the
complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements,
oral or written, and any other communications between the parties relating to the subject matter of this Agreement.
CONTRACTOR:
By: A¢rrt-/
Name: Kent Reid
Title: Chief Revenue Officer
9/8/2023
Date of Signature
WELD COUN Y:
ATTEST: W o4
Weld • my Clerk to the ' oard WELD COUNTY, COLORADO
BY:
Deputy Clerk
oar;/ � Q
BOARD OF COUNTY COMMISSIONERS
1_0,
;ke Freeman, Chair
SEP 2 5' 2323
c>7,9025-02 79'9
Exhibit A - EKOS Software License Fees, Terms and Conditions
CUSTOMER INTAKE INFORMATION
Customer Name (lull leiu, I name)
Customer DNA
Address
Address
City State /ip
• AUTHORIZED OFFICER
Full Name f Title
Email :Address
Phone number
Sales Tax Exempt Status
Accounts Payable Contact and Phone
Accounts Payable Email Address *receives l: KOS Invoices
Please select your EKOS Products and Services
Q EKOS SOFTWARE + SERVICES MENU
Weld County
1150 0 Street
Greeley, CO 80631
Jacob Mundt, Director of App & Dab Systems
jmundt@weld.gov
(970) 400-2521
Quantity
Please indicate if you are exemptfrom rom sales tax. (Yes/No) Yes -Exempt
Jacob Mundt - (970) 400-2521
billing.it@weld.gov
Per Month Prices
One -Time Fees
m
EKOS
Fuel
Site Module
t
$99 ,,er cty.eontrfrllei•
53,000
[KOS
Bulk
Fuel
Module
$100
, . ,,,
EROS Fuel
Card
Module
$70 per :01:
EROS Fleet
Maintenance
nodule
$7 per peweie
net
Cellular
Communications
Device
See options below
Cellular
Connections
$65 / C1 emit;'o//er (Jilt"'/hell',
a1cr)
$20 s : I u; (.1I T(i on!vi
tan Communications Device (E'1)
EROS
Invoice Audit
$120
f , ;
REV
$50 , {;
Wireless
Monitor
Connect
$20 -,...:4 < <
Bull.
Fuel
Concierge
$.02 1 •
() Single Sign On (SSO) Integration
S
1,000
Custom Development
Requests
(hullo/ btt't'(I MI ct'opt' o! U il/it
EKOS Service and
Repair
Concierge
S125
Total One -Time
Fees
S 1,000
(GE)
53,000 (Eaton)
Total
Monthly
Amount
$594
7,128
Paid Annually
Total
Contract
Amount
(Minimum Amount Billed Over Term)
5 years
58,128
SSC) & 1 yr ( 5 yr Term)
Customer acknowledgement:
Mike Freeman, Chair
Weld County Board of Commissioners
SEP 2 9 2023
aoa3 c)
z. Software License Agreement
1.1. This Software License Agreement (the "Agreement") is entered into by and between GE
Software, Inc., a corporation organized and existing under the laws of the State of North
Carolina and having its principal office and place of business at 1410 Commonwealth Drive,
Suite 101B, Wilmington, NC 28403 ("GE Software") and Customer listed on Page 1 of the
Agreement. GE Software and Customer are referred to herein individually as "Party" or
collectively as the "Parties".
2. Software License
2.1. GE Software hereby grants to Customer a nonexclusive, nontransferable license to use the
EKOS Platform (the "Software License" or "Software Products") for the selected products
and services on Page 1 of this agreement. Should customer elect to "upgrade" or add
additional software features during the term of the contract, this license will automatically
extend to those additional products and services.
2.1.1.1. Customer agrees that should it elect to use fuel cards, it shall: (a) exclusively use a
GE Software approved or qualified universal fuel card program; (b) provide a list of
authorized card holders ("Authorized Card Holders") to GE Software; (c) be solely
responsible for determining whether a card holder is an Authorized Card Holder and
is tax exempt for billing purposes; and (d) be solely responsible for controlling the
use of the Fuel Cards. In exchange, GE Software shall issue Fuel Cards to the
Authorized Card Holders designated by Customer, to facilitate fueling at Customer's
Private Sites.
2.2. "Inventory Monitoring" — this includes online presentment of inventory values as well as
historical archiving and other related features.
i. Fees, Charges
3.1. Software Fee. Customer shall pay GE Software based on the Products and services selected
on page 1 of the Exhibit, at the listed price per month. Should Customer elect to access new
Software Products developed by GE Software, Parties will agree on amended pricing.
3.1.11. Company will invoice Customer Annually beginning at time of contract
execution. On the first invoice, a count of active products and services will be
taken and will serve as the basis for the initial annual invoice. If Customer is
purchasing new equipment that is required to utilize the functionality of a
specific product or service listed on Page 1 of this agreement, then Company
will invoice Customer for the applicable product or service on the day the
equipment ships from the manufacturer. It is the customer's responsibility to
provide the required data and schedule installation to utilize the software.
3.1.1.2. Any time the Customer adds a billable product or service, a new prorated invoice
will be sent to Customer for the new site and any applicable optional services and
will be for the remainder of the current contractual year. If a site is installed any
time during a month then Customer will pay for the month.
3.1.2. A "Private Site" shall mean any fueling location owned and/or operated by Customer
and for which fuel transactions are processed through the Software Products. The
number of Private Sites shown on page 1 of the Agreement may change over time,
and any modification of the number or location of Private Sites shall be made by
Customer using the form attached as Exhibit A.
3.1.3. Software Fees are fixed for the initial term of this agreement. GE Software reserves
the right to increase fees for any products and services listed in this agreement by a
maximum of 5% for any additional renewal term.
3.2. Inventory Monitoring Fees (Optional). Customer shall pay to GE Software an inventory
monitoring fee of Twenty Dollars ($20.00) per inventory monitoring device per month for
cellular based connections, and Twenty Dollars ($20.00) per device per month for wireless
tank level gauges.
3.3. Communication Fees (Optional). Customer shall pay to GE Software a communication fee
of Sixty -Five Dollars ($65.00) per unit per month, provided, however that Customer shall not
exceed a monthly data usage of 150 megabytes per device. Customer shall be liable on a per
device basis for all data charges incurred for exceeding the allotted 150 megabytes per
device limit, at a billable rate of $.99 per megabyte. Customer shall also purchase the
equipment necessary to provide the EKOS Brain Digital Communication Link at a price to
be quoted by GE Software at the time Customer makes an election under this subsection.
3.4. Guest Management (Optional). Customer shall pay GE Software Three Cents ($0.03)
per gallon, per month for all transactions by entities other than Customer that occur at a
Private Site.
3.5 Fleet Maintenance Module (Optional). If Customer elects to use the EKOS Fleet
Maintenance Module, customer shall pay an annual fee based on the Fleet Package Level chosen
below and the number of assets to be managed in the Fleet Module at the start of each fiscal year.
Customer can elect to purchase the Fleet Maintenance Module at any time during the life of this
contract, and fees will be prorated based on date of purchase.
Package Level
Features
Price per asset
per month
Level 1— Maintain
PM's, Inspections, Reminders
$4
Level 2 — Repair / Work
Includes all features of Level 1
plus: Work orders, technicians,
parts management, service and
expense entries, total vehicle cost
calculations, iPad and tablet
responsive for technicians
$6
Level 3 — Manage
Includes all features of Levels 1,
and 2 plus: Time Clock, driver
$7
12
management, vehicle assignments,
GPS integrations, GPS discounts
on Teletrac Navman, passive
telematic solutions
Enrolled vehicles and total price per month for the fleet module will be listed on page 1 of
this agreement.
4. Term and Termination
4.1 Term. This License Agreement shall commence on the Effective Date of this agreement (as
defined herein), however, the term of this agreement will begin from the later of the Effective
Date of this agreement; or the first invoice date in which all modules and services selected
on Page 1 of this Exhibit are live and billable (Total Monthly Amount on Page 1) and shall
continue in effect for One (1) year thereafter. The Agreement shall be automatically renewed
for additional terms of one (1) year each, unless either party gives written notice of
termination to the other party as provided for herein (the "Renewal Term").
4.2 Termination. This Agreement and the license granted hereby may be terminated by either
party for any reason or no reason upon one -hundred twenty (120) days written notice to the
other party ("Termination for Convenience"), or, to the extent provided below, this
Agreement shall terminate automatically without notice, in the event that either Party:
a. fails to comply with the terms of this Agreement and such failure is not
remedied within thirty (30) days of receipt of written notice from the other
party;
b. becomes insolvent;
c. initiates any proceedings under bankruptcy, insolvency, reorganization or
receivership law, or proceedings for liquidation;
d. is made a defendant in any such bankruptcy, insolvency, reorganization,
liquidation or receivership proceedings or is placed in liquidation or
receivership and such liquidation, proceedings or receivership is continued
for sixty (60) days;
has any lien, petition or execution levied against the property and assets of
that Party and such lien, petition or execution is not discharged within thirty
(30) days;
makes a general assignment of its assets for the benefit of creditors or is unable to
meet its debts in the ordinary course of business;
Upon the occurrence of any event specified in subsections (a) through (f) of this Section,
the first Party to have notice of the occurrence shall immediately, in writing, notify the other
Party and shall identify both the type of occurrence and the date of occurrence.
13
5. Equipment, Service and Warranty
5.1 GE Software shall not be responsible for any replacement parts, fueling equipment or
software products that are damaged due to Acts of God, Customer negligence or repairs
and/or service provided by non -certified technicians.
14
Houstan Aragon
From:
Sent:
To:
Cc:
Subject:
Follow Up Flag:
Flag Status:
Ryan Rose
Thursday, September 21, 2023 11:49 AM
Houstan Aragon; Jacob Mundt
CTB
RE: Contract ID #7390
Follow up
Flagged
The Ekos Software is a subsidiary of Gasboy/Gilbarco Corp. We are upgrading an existing product.
Hope that helps. We are happy to bring it as an item of business, but it really is just an "in -place" upgrade.
Thanks,
Ryan Rose
Chief Information Officer/ Director of Administration
Weld County Government
P.O. Box 758, 1401 N 17th Avenue
Greeley, CO 80632
970-400-2550
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for
the person or entity to which it is addressed and may contain information that is privileged, confidential, or otherwise
protected from disclosure. If you have received this communication in error, please immediately notify the sender by
return e-mail and destroy the communication. Any disclosure, copying, distribution, or the taking of any action
concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly
prohibited.
From: Houstan Aragon <haragon@weld.gov>
Sent: Thursday, September 21, 2023 11:47 AM
To: Jacob Mundt <jmundt@weld.gov>; Ryan Rose <rrose@weld.gov>
Cc: CTB <CTB@co.weld.co.us>
Subject: Contract ID #7390
Good morning,
I just received the attached document into the CTB Queue that was routed as a Consent Agenda item;
however, I believe this item needs to be sent back upstream and sent for full review and placed on the agenda
as a New Business item and approved via Resolution. I realize the cost of this agreement is under $50,000.00,
and the contract is on a County approved template, but there are terms and provisions, and financial
information that I believe need to be reviewed for these professional services with a company and software
that currently is no record of in Tyler. I was able to find 2017-1825 for the Gasboy Software (last amendment
approved on June 16, 2021), but our records indicate that is with Gilbarco, Inc., and not GE Software, Inc., but
was indicated in the PA as the vendor was not changing just the software. Please Advise.
Thanks,
Houstan Aragon
Deputy Clerk to the Board
Clerk to the Board's Office
Weld County
1150 O Street
Greeley, CO 80631
Tel: (970) 400-4224
Email: haragon(c�weld.gov
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended
only for the person or entity to which it is addressed and may contain information that is privileged, confidential
or otherwise protected from disclosure. If you have received this communication in error, please immediately
notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the
taking of any action concerning the contents of this communication or any attachments by anyone other than
the named recipient is strictly prohibited.
2
Contract Form
Entity Information
Entity Name"
EKOS
Entity ID*
@00047121
❑ New Entity?
Contract Name" Contract ID
2023 SERVICES FOR EKOS FUEL SYSTEM SOFTWARE 7390
Contract Status
CTB REVIEW
Contract Lead *
JMUNDT
Contract Lead Email
jmundt@co.weld.co.us
Parent Contract ID
Requires Board Approval
YES
Department Project #
Contract Description*
AGREEMENT WITH GE SOFTWARE INC FOR THE USE OF EKOS SOFTWARE RELATED TO OUR WELD COUNTY FUEL
STATIONS.
Contract Description 2
Contract Type" Department Requested BOCC Agenda Due Date
AGREEMENT INFORMATION Date* 09/16/2023
TECHNOLOGY-GIS 09/20/2023
Amount*
$11,128.00 Department Email Will a work session with BOCC be required?*
CM- NO
Renewable" InformationTechnologyGI
NO S@weldgov.com Does Contract require Purchasing Dept. to be
Automatic Renewal
Grant
IGA
Department Head Email
CM-
InformationTechnologyGI
S-
DeptHead@weldgov.com
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY@WEL
EY@WEL
DGOV.COM
included?
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts
are not in OnBase
Contract Dates
Effective Date
Termination Notice Period
Contact Information
Review Date"
09/01/2023
Committed Delivery Date
Renewal Date
Expiration Date*
09/01/2023
Contact Info
Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2
Purchasing
Purchasing Approver Purchasing Approved Date
CONSENT 09/21/2023
Approval Process
Department Head Finance Approver Legal Counsel
RYAN ROSE CONSENT CONSENT
DH Approved Date Finance Approved Date Legal Counsel Approved Date
09/21/2023 09/21/2023 09/21/2023
Final Approval
BOCC Approved Tyler Ref #
AG 092523
BOCC Signed Date Originator
JMUNDT
BOCC Agenda Date
09/25/2023
Hello