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Home My WebLink About20171818.tiffCur oc+ I Dt H I (03 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Upgrade of RTA Software to SaaS DEPARTMENT: Information Technology PERSON REQUESTING: Ryan Rose DATE: 2/14/2025 Brief description of the problem/issue: Weld County Fleet Services has used RTA Softaware for their fleet management solution for many years. The vendor is upgrading their software to be a vendor hosted Software as a Services (SaaS) product. Moving to the SaaS platform will enable fleet services to continue to recieve new product enhancements and support moving forward. This agreement has been reviewed by the Weld County Attorney's office. What options exist for the Board? 1) Approve agreement to move to SaaS 2) Schedule work session to discuss Consequences: Continued use of software Impacts: if not approved, new functionality will not be available Cost (Current Fiscal Year/Ongoing or Subsequent Fiscal Years: 035,362.50, included in FY25 IT Project Budget. Recommendation: It is the recommendation of the IT department and Fleet Services to approve this agreement. Perry L. Buck Scott K. James Jason S. Maxey Lynette Peppier Kevin D. Ross con Sere+ ►�-nca. 3/3/ZS Support Recommendation Schedule Place on0CC Agenda Work Session Other/Comments: C C '. bnbas-e. C T) p cin stng 3/3/25 20n-qIs ITO05 RIMEET Wall COUNTY GOVERNMENT- FLEET360 UPGRA1E (GOLD) 00241203-083644311 Issued December 2024 Expires March 31, 2025 PTA 17437 N 71st Dr. Suite • Glendale, Zachary Stenner zstennergrtafleetcom +16232591109 Prepared for Weld County Government 1111 H Street, PO Box 758 Greeley, CO 80632 United States Fransisco Amparan Deputy Director of Fleet Services famparan©weld.gov 970-400-3517 Fransisco with Weld County Government, PTA has been the premier software for tracking and improving fleet maintenance since 1979 and you've been a part of that journey since July 26, 2017 O ur software was and continues to be, built by fleet professionals. We have helped over 3,000 fleets manage their day-to-day operations resulting in millions of dollars and countless hours of savings. At PTA we are the only FM IS that can stand behind ***** Customer Support. As fleet professionals, we know you have enough to worry about, don't add subpar service to that list. O ur cloud connectivity allows flexibility in access and sophisticated integrations. Countless telematics, fueling systems, and other software syncs with PTA in order to automate your processes and increase data quality. We believe that the 4 pillars of Fleet Success, Stakeholder Satisfaction, Intentional Culture, Resource Efficiency, and Risk Management, are keys to the success of your fleet operation. These 4 pillars of Fleet Success are expanded on in our recently published book: The Fleet Success Playbook. ayboo k. O ur podcast: The Fleet Success Show discusses these principles weekly to help you and your organization cut out inefficiencies and improve overall productivity. Once you've reviewed the proposal, please reach out to me with any questions or feel free to sign if you're ready! We sincerely appreciate the opportunity to partner with Weld County Government on your path to fleet success. All the best, Zachary Stenner zsten ner@rtafleet.com Book a meeting: https://meetings.hubspot.com/zachary-stenner Proposed Fleet Management Solution Quantity Products & Services Price 1,150 RTA Gold Tier SaaS - Assets (Unlimited Users) Track your organization's assets, and UNLIMITED user logins with our Gold Tier FMIS software. RTA FMIS Includes: Vehicle Information Preventive Maintenance (PM) Scheduling Parts Inventory Tracking I Parts -Kit Functionality I Purchase Orders I Work Orders I Repair Histories l Mechanic Productivity Tracking I RTA Mobile App � Customizable Dashboards I Over 40+ Reports. Always Included: PTA Technical Support I Updates & Enhancements I Simultaneous Backups I $35,362.50 /year after 25% discount Quantity Products & Services Price Webinar Access I Unlimited Virtual Training Classes I Embedded Guided Tours & Tutorials. 1 Data Migration $0.00 after 100% discount Annual subtotal $35,362.50 after $11,787.50 discount One-time subtotal $0.00 after $2,500.00 discount Total $35,362.50 Comments Let me know if you have any questions! This price is an introductory price. You will be subject to incremental price increases annually not to exceed 10% per fiscal year until MSPP is reached. Terms & Conditions By proceeding with the acceptance & signing, the signer agrees to the proposed fleet management solution listed above, PTA Cloud Hosting Agreement Terms of Service and Service Level Agreement on behalf of Weld County Government. Please read these terms carefully prior to e -signing this service agreement. Proposal Acceptance RTA's Service Provided and COMPANY's Use of the Service RTA will allow COMPANY to access software provided by RTA through use of an encrypted and password -protected RemoteApp RTA will provide software, including installation, maintenance, support, and periodic upgrades, and database administration services (dba), including operating system/security (collectively the "Service") 2 COMPANY is hereby granted a non-exclusive, non -transferable, limited license to access and use the Service subject to the terms and conditions contained in this Agreement 3 RTA does not review or pre-screen the contents of electronic data uploaded or posted to the Service ("Content") by the COMPANY, and RTA claims no intellectual property rights with respect to the Content 4 COMPANY agrees not to reproduce, duplicate, copy, sell, resell, or exploit access to the Service, use of the Service, or any portion of the Service, including, but not limited to the HTML or any visual design elements without the express written permission from RTA 5 COMPANY agrees not to modify, reverse engineer, adapt or otherwise tamper with the Service or modify another website so as to falsely imply that it is associated with the Service, RTA, or any other software or service provided by RTA 6 COMPANY agrees not to use the Service in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, and obscene or in violation of this Agreement 7 The Service is protected by United States and international copyright laws and treaties, as well as other laws and treaties Except for the non-exclusive license granted pursuant to this Agreement, COMPANY acknowledges and agrees that all ownership, license, intellectual property and other rights and interests in and to the Service shall remain solely with RTA 8 RTA reserves the rights at anytime, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with 30 day written notice However, no modification or other changes may decrease or materially and adversely affect COMPANY access to or security of the Service 9 RTA reserves the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs, or installation of upgrades, and will endeavor to provide 24 -hour notice prior to any such suspension, as detailed in section 8 10 COMPANY understands and acknowledges that while the software application is not certified, the data center and network equipment provided by AWS holds multiple certifications, viewable at https //aws amazon com/compliance/programs/ 11 RTA will provide access to data backups on an automated, scheduled interval should COMPANY desire to archive a local copy of the data backup files Email support@rtafleet comto request this additional service option No additional fee is l charged for this optional service I 12 The COMPANY understands and agrees that RTA cannot and does not control the flow of data to or from the network or on other portions of the Internet At times, actions or inactions of third parties may impair or disrupt COMPANY's connections to the Internet or po Ions thereof Payment COMPANY will pay within 30 days of receipt of an RTA invoice 2 Such invoices will begin upon execution of this Agreement with Net 30 terms and will continue on the recurring basis as specified in the pricing proposal following execution of the Agreement Any payments received after the first day of each calendar month are subject to a late fee equal to one and one-half percent per month, calculated on a daily basis 3 No refunds or credits will be issued for partial months that COMPANY utilizes the Service Prorated refunds will be paid 60 days after the last day of service 4 If COMPANY fails to pay any payment due within Thirty (30) days of the received RTA Invoice, RTA shall have the right to suspend the COMPANY's access to the Service or take any other steps necessary to ensure payment 5 COMPANY may purchase upgrades to the software or service at anytime during the term of this Agreement, such as additional vehicle asset licenses, additional user licenses, or software add-on modules Applicable pricing increase for the upgrades will be applied to the next billing cycle or the following month, whichever is closest 6 If at anytime, service is shut off due to non-payment of outstanding invoices, a $250 00 Service Fee will be invoiced to restore service Term of Service If COMPANY should wish to cancel the Agreement, it may do so by providing thirty (30) days' notice to RTA of intent to cancel and paying all outstanding charges for services rendered to date If Company has prepaid for services beyond cancelation date, RTAwill prorate and return a credit of the prepaid amount, within 60 days after the last day of service 1.1 2 The Agreement shall be for an initial term of one (1) year, with an option to renew in one (1) year intervals upon mutual agreement, which are subject to budget appropriations Either party has the option of cancellation at any time upon thirty (30) day wntten notice from one party to the other 3 RTA, in its sole discretion, has the right to suspend or discontinue providing the Service to COMPANY, with 30 days' notice, for non-compliance with this Agreement, and pursue any other remedy legally available to it ' 4 Upon cancellation or termination of this Agreement, RTA will provide a system backup which will be made available for download by COMPANY 5 Upon cancellation or termination of this Agreement, all Content associated with such subscription will be irrevocably deleted from the Service after 90 days, and RTA will have no obligations to maintain such Content thereafter 6 Upon cancellation or termination of the Agreement, RTA will provide the option to purchase the on -premises version of the software and include a system backup upon request within 90 days of the termination notice Note that the on -premises version of the software does not include all functionality available in the software - as -a -service version 7 All outstanding balances must be paid in full prior to system backups being delivered to COMPANY COMPANY Obligations 1 COMPANY shall designate, in writing, contact information for at least two representatives, including emergency contact information Such representatives shall be notified via email or phone in the event of any emergency related to the Service such as cyber security breach, data loss, or complete service outage Any obligation of RTA related to any emergency shall be completed once RTA contacts either of the representatives either by telephone message or by sending an email message to a representative If COMPANY fails to designate such emergency contacts, RTA shall have no obligation in an emergency 2 COMPANY shall comply with all reasonable requests of RTA, including, but not limited to, delivering information to RTA such as is necessary to perform the Service RTA shall not be liablefor any failure to deliver the Service that is caused by the failure of COMPANY to comply herewith Representations of the Parties 1 Each party hereto represents and warrants that as of now, and at all times throughout this Agreement, (1) it is duly organized and has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement, and (2) the performance of its obligations under this Agreement does not violate any laws Igor regulations and does not breach any agreements with third parties Warranty and Limitation of Liability 1 ' RTA warrants that the Services and intellectual property rights provided by RTA or used by RTA to provide the Services do not infringe on the intellectual property rights of any third party in the United States 2 RTA and its officers, employees and affiliates shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, damage to COMPANY's equipment, goodwill, use, data or other intangible losses, regardless of whether RTA had notice of the possibility of such damages, resulting from the use of the Service, except in the event of such damages arising out of or relating to the willful or negligent act, or willful or negligent omission of RTA, its officers, employees, agents or affiliates, or a breach of RTA's warranty in section 6(a), above 3 Notwithstanding anything to the contrary in this Agreement, RTA shall abide by all of its establishedsecurity procedures and its online privacy policy, if applicable, in all respects, shall at all times comply with its privacy policy and all applicable laws, rules and regulations, and shall use commercially reasonable efforts to prevent the accidental unauthorized use, copying or disclosure of COMPANY's personal ` information RTA shall maintain reasonable security measures designed to ensure the confidentiality of such personally identifiable data and to protect it from unwarranted, accidental or unauthorized access, disclosure, modification or destruction 4 RTA will defend, indemnify and hold harmless COMPANY and its affiliates, its respective shareholders, directors, officers, employees, subcontractors, agents and representatives -during and after the Term of this Agreement from and against any and all third -party claims, demands, suits, judgments, settlements, losses, liabilities, -deficiencies, and expenses of any nature (including reasonable attorneys' fees) to the extent resulting from, or arising out of RTA's performance under this Agreement, including, but not limited to, any actual or alleged (I) negligent acts or omissions to the extent attributable to RTA, (ii) any breach of a third party's intellectual property rights allegedly to the extent caused by RTA and/or, for additional clarity, any claim that intellectual property rights furnished by RTA infringes on the intellectual property rights of any third party RTA specifically disclaims any duties or obligation to defend, indemnify, or pay for any losses, liabilities, claims, deficiencies, and expenses of any nature (including attorneys' fees) incurred by COMPANY to the extent arising out of COMPANY's own negligent acts or omissions to the extent attributable to Company or other breach arising out of this Agreement Database Access Provisions In consideration for using the SQL Database format of RTA, RTA is offering this section as a Letter of Understanding concerning the DATA and issues that may arise in connection with an open database system If COMPANY has requested direct access to the database, be it understood that 2 To provide direct connection to the COMPANY SQL database, making it available for connection from SQL Management Studio, Crystal Reports, or integrating with other SQL -aware applications, RTA must place the database on a SQL database server that is connected to the Internet The SQL server connection string listens on a non- standard port and is protected by standard SQL Server security features A user account specific to COMPANY will be provided and is used solely to access the database For additional security, a firewall prevents anonymous entities from connecting to the database server COMPANY will need to provide RTA with the public IP address(es) from which COMPANY will be connecting to the database so that we may allow the connection 3 By default, all database connections are read only If data writer access is requested, COMPANY is restricted from adding new records to the Service Database via an outside application without first consulting with RTA on data integrity and dependency issues The Service Data elements have a great deal of dependency between tables that are not inherently evident These dependencies _are not programmed into the database data structures and therefore are not available when adding new records to a file from an outside application (an application other than the RTA Fleet Management System) COMPANY is also cautioned on changing data fields within the Service as many of the fields also carry data dependency rules within the Service that will not be evident or present in the Service Database For example, when changing an odometer reading in RTA there are certain other fields that may or may not need to be modified based on certain switches in the system RTA,Tech support is not trained to explain these dependencies to users Onlythe RTA engineering department is qualified to assist in this area There may be a charge for their consulting services 4 COMPANY is hereby notified that if a data element in a table is deemed to be invalid, RTA will use all diligence to determine the nature of the source of the invalidity If source of the error is determined to be from an outside query operation or user modification to the data, RTA can assist in correcting the data at our standard programming rate 5 RTA is requesting that write access to the data be limited (e g , Not available to non- technical users) to only certain users of the Service 6. RTA recognizes the value of using database systems to enhance data availability, access, and reporting RTA Tech support will support the normal database access questions (field definitions, linkage relationships) but cannot assist in writing queries, forms, or other data access objects and methods without a formal engagement for those services 7 COMPANY will specify static IP addresses that will be connecting to the RTA database by emailing Company Name and IP address(es) to support@rtafleet com Connections from all other addresses will be blocked Service Level Agreement (SLA) 1 Service Scope. The following Services are covered by this section 1 Staffed telephone support 2 Monitored email support 3 Software monitoring 4 Data Center monitoring 5 Service Uptime 2 Company Requirements COMPANY responsibilities and/or requirements in support of this Agreement include 1 Payment for service -related invoices at the agreed interval 2 Reasonable availability of COMPANY representative(s) and/or COMPANY IT staff when resolving a service -related incident or request 3 COMPANY IT staff is responsible for local computers, printers, and local network infrastructure maintenance 4 COMPANY IT staff is responsible for maintaining a suitable Internet connection and communication with applicable Internet Service Providers 5 COMPANY will notify RTA by email (support@rtafleet com) of changes in staff requiring addition or deletion of server user accounts within 1 business day 6 COMPANY maintains user accounts and user privileges within the RTA Fleet Management Software 7 Provide information about hours of operation to assist service administrators in scheduling planned maintenance for minimal disruption to COMPANY 8 If hours of operation coincide with RTA business hours, work with service administrators to accommodate necessary maintenance during business hours 3 RTA Requirements. RTA's responsibilities and/or requirements in support of this Agreement include 1 Installing, configuring, and maintaining servers and network infrastructure related to the service 2 Maintaining disk storage related to the service 3 Appropriate notification to COMPANY for scheduled maintenance which would occur during COMPANY's normal operating hours (operating hours provided by COMPANY to RTA during initial setup of the service) 4 Appropriate notification to COMPANY for major data or system architecture changes 5 Install upgrades and updates to the Fleet Management Software 6 Provide access to downloadable data backups on an automated, scheduled interval should COMPANY desire to archive a local copy of the data backup files COMPANY will submit request to service administrators (support@rtafleet com) if access to data backups is desired 7 Service Commitment Use commercially reasonable efforts to make the service available with a Monthly Uptime Percentage of at least 99 8%, in each case during any calendar month 1 In the event RTA does not meet the Service Commitment, COMPANY will be eligible to request a Service Credit 2 If the monthly uptime is between 99 5% and 99 79%, COMPANY may request up to 10% of the monthly service charge 3 If the monthly uptime is less than 99 5%, COMPANY may request a credit of 50% of the monthly service charge 4 Ensure that data backups are encrypted using 256 -bit Advanced Encryption Standard (AES-256) 5 Ensure that 3 copies of data backups are retained for 90 days, then permanently deleted 6 Ensure that backups are stored in separate physical data center campuses 7 Use commercially reasonable efforts to achieve the following Recovery Point Objective 1 2 If SQL data needs to be restored as a result of a data entry error or other issue not related to storage media failure, the data can be recovered to any recent point in time within 1 minute of the problem If SQL data needs to be restored as a resultof physical storage media failure, the data can be restored with a maximum loss of 15 minutes of data 3 If images, documents, saved reports, data export files, etc need to be restored, the data can be restored with a maximum loss of 2 hours If Vision format data needs to be restored, the data can be restored with a maximum loss of 4 hours 8 The Service Commitment does not apply to any unavailability, suspension or termination of service or performance issues (i) that result from a suspension of the Agreement, (ii) caused by factors outside of RTA's reasonable control, including any force majeure event or Internet access or related problems beyond the physical point at which the private network of Ron Turley Associates' data center connects to the public network, (iii) that result from COMPANY equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within RTA's direct control), (iv) that result from any scheduled maintenance, with at least one business day notice provided to COMPANY via email, (v) that result from any routine scheduled maintenance outside of COMPANY's normal business hours, (vi) arising from RTA's suspension and termination of COMPANY's right to use the Fleet Management Software service in accordance with the Agreement If availability is impacted by factors other than those used in RTA's Monthly Uptime Percentage calculation, then RTA may issue a Service Credit considering such factors at RTA's discretion 4 Service Availability. Coverage parameters specific to the service(s) covered in this Agreement are as follows 1 Access to the service 24/7 (99 8% uptime) 2 Telephone support 5 00 A M to 5 00 P M Monday- Friday Arizona Time 3 Calls received out of office hours will be handled on the next business day 4 Calls received on holidays will be handled on the next business day 5 Email support Monitored 5 00A M to 5 00 P M Monday— Friday 6 Emails received outside of office hours handled on the next business day 7 Software monitoring Monitored 5 00 A M to 5 00 P M Monday— Friday 8 RTA Fleet Management Software records -error conditions to a log file when possible RTA service administrators monitor the logs and perform necessary actions during business hours _ 9. Data Center onitoring 24/7 10 Server hardware and data center network are monitored with industry standard tools 24/7 by RTA service administrators as well as technicians on duty at the contracted Network Operations Center where RTA servers are located 5 Service Requests. In support of services outlined in this Agreement, the RTA will respond to service related incidents and/or requests submitted by the COMPANY within 0-4 hours (during business hours) and provide an incident status to COMPANY staff 6 Miscellaneous Provisions 1 COMPANY shall not assign this Agreement without the express written consent of RTA, which shall not be unreasonably withheld Any assignment contrary to this provision will be null and void 2 Any notice required to be given under this Agreement shall be in writing and may be made either by over -night mail or by electronic mail with return receipt requested Such notice will be deemed given the following business day regardless of the manner in which it was sent Notice to COMPANY shall be delivered to the email address for COMPANY's primary contact on file Notice to RTA shall be given to the following email address support@rtafleet com 3 RTA may not use the name of COMPANY in its marketing efforts or any other use of the name of COMPANY without prior written consent from COMPANY 4 Dispute Discussion In the event of a dispute between the Parties arising out of this Agreement, representatives of each Party shall meet (either in person -or by telephone), within 10 days after receipt of a notice from either Party specifying the nature of the dispute, to review a Party's claims for the basis of such dispute and attempt to resolve in all such claims Thereafter, if the Parties are unable to resolve the dispute within such time period, the matter shall be escalated to a Vice President (or a more senior officer) of each party, who will meet, either in person or by telephone, within 15 days of such escalation If the dispute remains unresolved after such escalation, then the Parties may proceed with all remedies available at law or equity 5 Severability, Waiver If any provisions of this Agreement are held to be invalid, illegal, or unenforceable under present or future laws, such provisions will be struck from this Agreement or amended, but only to the extent of their invalidity, illegality, or unenforceability The parties remain legally bound by the remaining terms of this Agreement, and this Agreement will be deemed reformed in a manner as consistent as reasonably possible with the original intent of the parties as expressed in this Agreement Failure of either party to enforce any right under this Agreement will not be deemed a waiver of such right and will not constitute a waiver of its future enforcement of such right or any other rights 6 Integration, Modification This Agreement expresses the complete and final understanding of the parties with respect to the subject matter hereof, and supersedes all prior communications between the parties, whether written or oral, with respect to the subject matter hereof No modification of this Agreement will be binding upon the parties hereto, unless in writing and executed by COMPANY and RTA. 7 Headings, Number and Gender All headings and captions are for convenience only and are of no meaning in the interpretation or effect of this Agreement Words in the singular include the plural and words in the plural include the singular, according to the requirements of the context Words importing a gender, or no gender include all genders 8' The respective rights and obligations of RTA and COMPANY, which by their nature would continue beyond the termination or expiration of this Agreement, including without limitation, the rights and obligations regarding payment, ownership, confidentiality, limitation of liability, indemnification, ‘cybersecurity, and data access and ownership, shall survive the termination or expiration of this Agreement Changes to this Agreement 1 RTA or COMPANY may update or modify this Agreement from time to time Any updates or modifications must be done in writing and mutually executed If the parties mutually agree to modify this Agreement during the License Term or Subscription Term, the modified version will be effective upon the next renewal of a License Term, Support and Maintenance term, or Subscription Term, as applicable 2 This Agreement remains valid until superseded by a revised agreement mutually agreed upon by RTA and COMPANY This Agreement supersedes and replaces any prior agreements, representations, or understandings, whether written, oral, or implied, between RTA and COMPANY regarding the agreement described herein Signature MAR 0 3 2025 Signat re Date Perry L. Buck, Chair, Board of Weld County Commissioners Printed name Attest: Esther E. rI to o5 d avaa y lerk to he Board By: Dep Contnct Form Entity Information Entity Name* RON TURLEY ASSOCIATES INC Entity ID* @00038283 Contract Name* FLEET MANAGEMENT UPGRADE TO SAAS Contract Status CTB REVIEW Dm New Entity? Contract ID 9163 Contract Lead * JMUNDT Contract Lead Email jmundt@weld.gov Parent Contract ID Requires Board Approval YES Department Project # Contract Description* UPGRADES OUR EXISTING SUBSCRIPTION FROM ON -PREMISE SOFTWARE TO SAAS SOFTWARE Contract Description 2 Contract Type * AGREEMENT Amount* $35,362.50 Renewable* NO Automatic Renewal Grant 1GA Department INFORMATION TECHNOLOGY-GIS Department Email CM- InformationTechnologyGl S@weld.gov Department Head Email CM- InformationTechnologyGI S-DeptHead@weld.gov County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL D.GOV Requested BOCC Agenda Date * 03/05 ;'2025 Due Date 03 /01 /2025 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be 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 On Base Contract Dates Effective Date Termination Notice Period Contact Information Contact Info Contact Name Purchasing Purchasing Approver CONSENT Approval Process Department Head RYAN ROSE DH Approved Date 02/27/2025 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 03/03/2025 Review Date* 12'31,2025 Committed Delivery Date Contact Type Contact Email Finance Approver CONSENT Renewal Date Expiration Date* 1 2/31 ;2025 Contact Phone 1 Contact Phone 2 Purchasing Approved Date 0227/2025 Finance Approved Date 02/27/2025 Tyler Ref # AG 030325 Originator JMUNDT Legal Counsel CONSENT Legal Counsel Approved Date 02/27/2025 (,tecir 0,443 iu... ice, SYSTEM AGREEMENT AND CONTRACT 4 Ron Turley Associates, Inc. Cc��v t.i . 7-a41►j Y'ic (At ofre/ ) cc! (sue) 7-0W-'7 Jan Smith arom�m��•.ensc,.vr. o?ci7-tV Ron Turley Associates, Inc. MASTER TECHNOLOGY AGREEMENT & CONTRACT This Master Technology Agreement ("Agreement") is made by and between the Weld County Government hereinafter referred to as the "County" and Ron Turley Associates, Inc. aka RTA, hereinafter referred to as the "Provider" and collectively referred to as the "Parties". Contract Name: Fleet Management Solution RFP #B1700106 Service Provider: RTA Fleet Management Software Weld County Name: Ron Turley Associates, Inc. Utilizing Agency: Weld County Department of Information Technology Address: 17437 N. 71' Drive, #110 Glendale, AZ 85308 Address: 1401 N. 17'h Avenue Greeley, CO 80631 Phone: (866) 583-4514 Phone: (970) 356-4000 Authorized Representative: Jan Smith Authorized Representative: Mary Truslow WHEREAS, the RTA is a provider of high technology products and services for which allows the Purchasing Manager to directly negotiate for continued services on a competitive basis, and WHEREAS, the Provider has represented that it is capable of implementing the Scope of Work as contained herein and the County has selected the Provider as the offer or most advantageous to the Weld County Government; and WHEREAS, all terms and conditions of the County's solicitation and the Provider's response to such document(s) are incorporated herein by reference; and NOW, THEREFORE, IT IS MUTUALLY AGREED BETWEEN THE PARTIES: 1. Background County desires to obtain from Contractor, the software, support, training, and maintenance services described within RFP #B1700106. The total amount paid by County under this agreement is $►48.364.00 for the first year. After the first year support fees will be based on 15% of software purchase and any upgrades added. RTA Fleet Maintenance Software Contract with Weld County Colorado Page 2 2. Scope of Work The Provider undertakes to supply the County with all of the following products provide in the RTA Fleet Software Package • Application Software for RTA SQL • Base System + - (625 Units) • Network License (10 User) • Fueling System Interface • Paperless Shop • O'Reilly Parts Interface • Image Viewer • Elucian Interface — will be evaluated to determine if this is needed or if there is a more cost effective way to process this data • Three (3) Days Onsite Training • Data Conversions: Asset File and Work Order Repair History • Basic Training Video Series • Implementation Teleconference Services 3. Pricing Software Licensin g 625 Vehicles, 10 concurrent Users, Paperless Shop, Gasboy Fueling System Interface, Image Viewer $ 21,954.00 Third Party Software (Middleware) $ Installation $ Integration O'Reilly Interface (Estimate) would need a project spec $ 5,800.00 Legacy Data Loading Vehicles, WO Repair History $ 6,000.00 Maintenance/Subscription 15% of Software Purchase after the first year $ - $ 5,600.00 After-hours support costs Documentation & Training Onsite Training (3 Days) $ 5,600.00 Project Management $ - Consulting Services $ - Miscellaneous Elucian Interface (If needed) S 10,000.00 Applicable Discounts (State as a negative number} Total: _ _ $ 49,354.00 $ 5,600.00 RTA Fleet Maintenance Software Contract with Weld County Colorado Page 3 4. Additional Scope Unless otherwise provided in this Agreement, all resources shall be furnished by and shall be under the control of the Provider. Provider shall be responsible, at its sole cost, for procuring and using such resources in proper and qualified, professional and high quality working and performing order. County is to ensure to Provider its infrastructure is capable of adequately storing and processing data stored within the Fleet Management Solution based on the minimum guidelines listed within RFP #61700106. A. Application License: Provider hereby grants the County a non-exclusive and non-transferrable license to use the Provider's Fleet Management Software system along with normal software features and enhancements or upgrades/updates, bug fixes/corrections and revisions which are provided to the County by the Provider in conjunction with the Statement of Work as described on the invoice(s) issued by the Provider to the County for the software. Initial System configuration or customization of the application made according to the County's requirements will be performed by the Provider. Ongoing maintenance of these configurations or customizations will be provided by the Provider to maintain continued compatibility with the computerized Fleet Management Software System as upgrades/updates, bug fixes/revisions occur within the application. B. Provider Support Contacts: The County shall be provided, by the Provider, a primary and alternate support contact either by named individual(s), or, Provider phone number(s) or both. C. Maintenance: The Provider shall provide documentation for any changes occurring as a result of application enhancements, major or minor revisions, releases or maintenance/bug fixes which directly or indirectly impact the software. The Provider shall own in its entirety, such configuration development and the intellectual property related to the Provider's application; however, the County shall retain a non-exclusive, non -transferable limited license to access and use the Software subject to the terms and conditions contained within this Agreement. The County shall own all rights, title, and interest to all County data entered into the licensed application by any user who is, or has been, authorized and licensed to use the Software application. RTA Fleet Maintenance Software Contract with Weld County Colorado Page 4 All archival and backup copies of the Software application are subject to the provisions of this Agreement. The Provider recognizes the need for backup/archival copies of the Software. County is hereby granted the right to make copies of the Software for archival purposes only. The County is allowed to maintain a copy of the Software for Testing Purposes. The County is also granted the right to make copies of the documentation for use with the Software within the County's organization without prior written consent of the Provider. Provider's Support and Licensing Agreements are attached for reference. 5. Changes to Agreement Changes in the services or other aspects of this agreement shall be made by written document pursuant to this subsection and any applicable law with agreement by both parties. Changes may be issued concerning this Agreement, but are not limited to: (a) changes involving an increase to the payment executed between the County and Provider; or (b) changes to the terms or amounts of compensation. Changes will be made by providing written notice. Within ten (10) days of receipt of change request, the request will be reviewed and commented upon. The Change request must contain detailed information including financial information and the explicit reason(s) for the change. 6. Data Protection Any personal data viewed by either party must be protected. Parties agree not to transfer personal data without written consent; Parties will have in place technical and organizational security measures against unauthorized or unlawful processing, loss, destruction, damage and is to immediately notify the other party upon any breach, potential breach or unauthorized access to personal data. County understands the RTA Fleet Management Software solution is proprietary and will not share or provide system operation information without prior written consent. License use of the software is protected by the United States and International copyright laws and treaties, as well as other laws and treaties. Except for the non-exclusive license granted pursuant to the Agreement, the County acknowledges and agrees that all ownership, license, intellectual property and other rights and interests in and to the service shall remain solely with the Provider. County shall not, directly or indirectly or by permitting any third party to disassemble, reverse engineer, decompile, or otherwise attempt to derive source code from the licensed application. County shall not modify, adapt, create derivative works based upon, or translate the licensed application or any portion thereof. County will not resell, distribute or otherwise grant any rights in sharing, rental, or service bureau use, or use the licensed application for the benefit of any third party. RTA Fleet Maintenance Software Contract with Weld County Colorado Page 5 County will not access the licensed application or any portion thereof other than in connection with the County's internal use. County will not publish, participate with any third party in any performance or benchmark tests or analysis relating to the licensed application or any portion thereof. A portion of the licensed application may be comprised of Provider Data Libraries. The County acknowledges and agrees that the Provider Data Libraries are original or licensed works of authorship created, developed and maintained by Provider at great expense and applicable copyright laws are confidential information of the Provider that may only be used by the County for its internal use in conjunction with the use of the application components of the licensed application on the terms set forth within this Agreement. Weld County must comply with the provisions of C.R.S. 24-72-201, et seq., with regard to public records and cannot guarantee the confidentiality of all documents. 7. Obligations Provider's name stated within the Agreement has the authority to act as a point of communication for this Agreement and agrees to devote adequate time and efforts to managing and coordinating the services. Likewise, the County's authorized representative may or may not serve as a primary point of contact for this Agreement and may or may not execute documents on behalf of the County as it relates to this agreement. Weld County's Board of Commission may legally execute this contract. 8. Payment Procedures Provider agrees all invoices will be in writing and submitted via hard copy by the US Postal Service or delivered electronically. Invoices shall be paid in full within thirty (30) days from date of invoice. If, in good faith, any portion of an invoice is in dispute, County is to contact Provider to advise and quickly discuss a resolution. Software licensing and 50% of the implementation services will be invoiced upon signing of this agreement. The remaining 50% of implementation services will be billed after County has signed off on completion of implementation. Providers terms are net thirty (30) days on all invoices with finance charges for any unpaid balances over sixty (60) days. The initial Maintenance Agreement is for a one-year term included with the software purchase for free with automatic one-year renewals invoiced at 15% software purchase price unless termination is provided in writing by either Party. The County's Annual Maintenance Agreement is invoiced two (2) months prior to expiration. 9. Representations and Warranties Provider and County are duly incorporated or formed, validly existing and is in good standing under the laws of the state in which they were incorporated or formed and is in good standing with other jurisdictions. Both parties possess the power to enter into this Agreement freely and understand this Agreement constitutes a legal, valid, and binding obligation. RTA Fleet Maintenance Software Contract with Weld County Colorado Page 6 Services are performed in a professional manner in accordance with the standards imposed by Applicable Law and the practices and professional standards used are well managed. Any materials or equipment provided by Provider shall be new, of clear title, not subject to any lien or encumbrance, of the most suitable grade of their respective kinds for their intended uses, shall be free of any defect in design or workmanship. County agrees that should it discover any defect in hardware purchased, County shall contact Provider immediately to resolve any stated issues. County understands there are warranty limits on products and services Provider provides and must inquire to Provider of specific details on each item in question. Provider guarantees the Fleet Management Solution is created and wholly owned by Provider and is free of any viruses or similar malicious items that can damage any part of a computer system. 10. General Indemnification County shall defend and hold harmless, to the extent permitted by law, Provider, its agencies and its and their respective officers, directors, employees, advisors, and agents, successors, and permitted assigns from any losses arising from claims for actions based upon employee performance, non-performance, or breach of this Agreement. Neither party will be liable for default or delay in the performance of its obligations under this Agreement to the extent such default or delay is caused by a Force Majeure Event. 11. Dispute Resolution This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Arizona without regard to its choice of law principles. The parties hereby submit and consent to the exclusive jurisdiction of the state courts of Maricopa County, Arizona and agree that all actions or proceedings relating to this Agreement will be litigated in such courts. 12. Liability Provider and its officers, employees, and affiliates shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, damage to the County's equipment, goodwill, use, data or other intangible losses, regardless of whether Provider has notice of the possibility of such damages, resulting from the use of the service, except in the event of such damages arising out of or relating to the negligent act or omission of the Provider, its officers, employees, agents or affiliates. Provider shall not be liable for damages arising out of, or caused by, alterations to the equipment (other than alterations performed or caused by Provider's officers, employees or agents) made by the County or for losses occasioned by the County's fault or negligence. RTA Fleet Maintenance Software Contract with Weld County Colorado Page 7 13. Confidentiality Any confidential information provided to the County from Provider or to the Provider from the County in response to the performance of this Agreement shall be kept confidential and shall not be made available to any individual or organization without the prior written approval. 14. Conflict of Interest Parties warrant that they presently have no conflicts of interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance or services required under the Agreement. 15. Severability In the event that any provision of this Agreement is declared invalid, unenforceable, or unlawful, such provision shall be deemed omitted and shall not affect the validity of other provisions of this Agreement. 16. Notices All deliverables, notices, requests, demands or other communications provided for or required by this Agreement, shall be in writing and shall be deemed to have been given when sent by overnight carrier or upon telephone confirmation by Provider to the sender of receipt of a facsimile communication or electronic delivery that is followed by a mailed hard copy from the sender to the respective party at the address on page one (1) of this Agreement. Any change to the above listed names or addresses must be in writing or are not effective. Any persons signing this Agreement represents that he or she has the power and authority to bind Provider or County and that no further action, resolution, or approval from Provider or County is necessary to enter into a binding contract and Parties agree to be bound by the Terms of this Agreement. Termination. County and Provider have the right to terminate this Agreement, with or without cause on thirty (30) days written notice. 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 the County to expend funds not otherwise appropriated in each succeeding year. 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. RTA Fleet Maintenance Software Contract with Weld County Colorado Page 8 IN WITNESS WHEREOF. the Parties have executed this Agreement as of the dale of signature by the required approval authorities below. O; ,//�4171:1"Signed and sealed this day 7 of . 2017. WELD COUNTY BOARD OF RON TURLEY ASSOCIATES. INC., ('RTA") COMMISSIONERS By Rs Steve Moreno, Chair Pro -Tea JUL 2 a 2017 WELD COW: ATTEST; GG"aalf41/ Weld County Clerk to the Board / d By: Jan Smith, Vice President PTA Fleet Maintenance Software Contract with Weld County Colorado Page 9 O20/7 -/Pt RON TURLEY ASSOCIATES, Inc. Fleet Management Software & Support Services 800-279-0549 USA 623-582-1747 Fax WWW.rtafleet.com Website Software License Agreement CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS LEGAL AGREEMENT BETWEEN YOU AND RON TURLEY ASSOCIATES, INC. PRIOR TO INSTALLING THIS SOFTWARE PACKAGE. OPENING THIS MEDIA PACKAGE. INSTALLING. OR OTHERWISE USING THE RTA FLEET MANAGEMENT SOFTWARE AND ADD-ON PROGRAMS FOR THE FLEET MANAGEMENT SOFTWARE INDICATES YOUR ACCEPTANCE OF ALL TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, PROMPTLY RETURN THE UNOPENED AND UNINSTALLED SOFTWARE PACKAGE, DOCUMENTATION, AND THE OTHER COMPONENTS OF THIS PRODUCT TO RON TURLEY ASSOCIATES, INC. FOR A REFUND. REFUNDS WILL NOT BE GIVEN FOR PRODUCTS THAT HAVE MISSING COMPONENTS. 1. LICENSE OF SOFTWARE PROGRAM. Ron Turley Associates, Inc. ("Licensor") hereby grants to you a non-exclusive and non -transferable right and license to use the RTA Fleet Management Software and add-on programs for the RTA Fleet Management Software ("Software") on the Computer System (as hereinafter defined) and the related documentation ("Documentation") in connection with use of the Software. The term "Computer System" means either (i) single -user platform; (ii) multi-user hardware platform or (iii) network with not more than the number of nodes, as described on the invoice issued by Licensor to you for the Software. The use of the Software on a multi-user hardware platform or in a network other than as licensed herein will require a new License Agreement. This would include multiple installations of the Software on the same server/network. You may transfer the Software and Documentation only if the receiving party agrees to accept the terms and conditions of this License Agreement, and upon written consent of the Licensor. Installation of multiple copies of the Software is prohibited, unless prior written permission is received from the Licensor. 2. EXCEPTIONS TO LICENSE. The Licensor recognizes the need for backup/archival copies of the Software. You are hereby granted the right to make copies of the Software for archival purposes only. You are also granted the right to make copies of the Documentation for use with the Software within your organization without prior written consent of Licensor. Licensor may revoke this right at any time without prior written notice. 3. TERM. The license is effective until terminated. The license will automatically terminate if you fail to comply with any of the terms or conditions of this Agreement or fail to pay all the monies due for the rights and licenses granted herein. You agree upon such termination to destroy or return to the Licensor, all copies of the Software and Documentation. You must also uninstall and remove all related Software and Documentation files from the Computer System. 4. PROPRIETARY PROPERTY. You understand and agree that the Software and Documentation constitute confidential information and proprietary property of the Licensor. The Software and Documentation are also protected by copyrights owned by Licensor. You may not copy or make available to any person the Software or Documentation in whole or in part, for any purpose other than for purposes specifically related to the use of the Software by you on the Computer System, without prior written permission from the Licensor, except as noted in paragraph 2. 5. RESTRICTIONS. You agree that you'll not engage in or permit others to engage in any of the following: copying the Software or Documentation, except as specifically permitted herein; providing use of the Software in a network, multiple Computer System, multiple user or timesharing agreement; disassembling or reverse engineering or decompiling of the Software; sublicensing, assigning, renting, leasing, selling, or otherwise transferring the Software except as specifically permitted herein; or creating any derivative works or translations based upon the Software or Documentation. 6. DISCLAIMER OF WARRANTIES. The Software is licensed "as is" without warranties, including without limitation, the implied warranties of merchantability or fitness for a particular purpose. 7. LIABILITY. In no event will Licensor be liable for direct, indirect, special, incidental, or consequential damages, including loss of profits, arising out of the use or inability to use the Software or Documentation, even if the exclusive remedy set forth in paragraph 7 fails in its essential purpose. RON TURLEY ASSOCIATES, Inc. Fleet Management Software & Support Services 800-279-0549 USA 623-582-1747 Fax WWW.rtafleet.com Website SUPPORT AGREEMENT 1. During the Agreement Term, RTA shall render the following services in support of the Licensed Program subject to the compensation for each type of service in RTA's rate schedule set forth in the RTA price list. a. RTA shall maintain a telephone hotline that allows the Customer to report system problems and seek assistance in use of the Licensed Program. This hotline is available from 5:00 AM to 5:00 PM MST (except during special circumstances such as Users Conference or Phone outages), Monday through Friday (Excluding most US Holidays). USA 800-279- 0549, other: 623-581-2447. b. RTA shall maintain a trained staff capable of rendering the services set forth in this Agreement. c. RTA shall be responsible for using all reasonable diligence in correcting verifiable and reproducible errors when reported to RTA. RTA shall, within 1 working day of verifying that such an error is present, initiate work in a diligent manner toward development of an error correction. Errors will be classified as High, Medium and Low and will take precedence based on classification. Following completion of the error correction, RTA shall provide the error correction through a "temporary fix" consisting of sufficient programming and/or operating instructions to implement the error correction, and RTA shall include the error correction in all subsequent releases of the Licensed Program. RTA shall not be responsible for correcting errors in any version of the Licensed Program other than the most recent release of the Licensed Program, provided that RTA shall continue to support prior releases superseded by recent releases for a reasonable period sufficient to allow Customer to implement the newest release, not to exceed 90 days. d. RTA will, from time to time, issue new releases of the Licensed Program to its customers, generally containing error corrections, minor enhancements, and, in certain instances if RTA so elects, major enhancements. RTA shall provide the Customer with one copy of each new release, without additional charge. RTA shall provide reasonable assistance to help Customer install and operate each new release, provided that such assistance, if required to be provided at Customer's facility, shall be subject to the supplemental charges. e. RTA publishes a semi-annual newsletter designed to keep its customers generally informed about the use and operation of the Licensed Program, features of new releases and enhancements, and current additional support and training offerings. The Customer will receive an annual subscription for the newsletter for the period this agreement is in force. f. RTA shall consider and evaluate the development of enhancements for the specific use of the Customer and shall respond to the Customer's requests for additional services pertaining to the Licensed Program (including, without limitation, data conversion and report -formatting assistance), provided that such assistance, if agreed to be provided, shall be subject to supplemental charges mutually agreed to by RTA and its Customer. 2. Term of the Agreement: a. This agreement will commence on the RTA software purchase date and will terminate on the purchase anniversary date each year unless payment for the succeeding year is received. Each year the Customer will be invoiced for the following year of technical support. MEMORANDUM TO: Esther Gesick, Clerk to the Board June 29 2017 FROM: Ryan Rose, Chief Information Officer SUBJECT: B1700106, Fleet Management Solution BOCC Approval Date: July 10, 2017 Bids were received and opened on June 13, 2017 for B1700106 Fleet Management Solution. Seven (7) bids were received ranging from $57,750.75 to $177,807.80. Attached is the bid tabulation for your information. The Information Technology and Accounting staff reviewed all bids responses, which included pricing, functionality, and experience levels. The two lowest cost vendors were TMA at $57,750.75 and Ron Turley Associates, Incorporated at $71,754.00. Of the two, Ron Turley Associates, Incorporated emerged as the vendor with the most comprehensive fleet management solution that best meets the needs of the County, and the vendor with the most relevant experience. Although TMA's response was the lowest bid, their solution would require additional implementation costs in order to automate some key features such as integration of consigned inventory and automated preventative maintenance notifications to various departments. With the above information, I recommend the Board award the Fleet Management Solution to Ron Turley Associates, Incorporated for a total of $71,754.00. ao1-1- �Blg L r O CO a) O I— C O .2 0 l�0 U N w O O N C O 0 OW w n 3 O N a) co to a) V O O O > i V Q o - O M M Z 1 7 &a O L c)a) o O Z_O r m - 0E.Cm a LL } c 0 O 2 70 O Z U7 = cIW— Ez r 0 rnr r o A1-wO0 N C Q C) N N co 2 r or Nr O a' a) i0�u_ 213 o �. • LL Z W id I— F 0 O U. W 0 J Ea 1_2.•Z> 0Wa0WO WnZZ(na' F-00_010 CL < LULU —CL o o:omaQ N 12 m co co a) C N vi i0 O 0) C U 3 E la ▪ 'O a1 y (E E } o(j C C O E Q .0 m 3 O I — CD 0 a) to T 7 7 O O a` O O co 0) a O O O N L N w T-• CO M (fl Ln r N N N N O O N O O 2 O N (.3 7 CO aa)) a) 0 O � • o� Q r �Z• m c . Q) O ^ r L O T O L6 O O It N O T- T - OD 0 O CO N N r 0 O O N O 0 ER O O O O O r O O L CO N M O U, Co U Co - O Q c (7, m H5 O 0 CO a) CO N C CO 7 O j O C 0 O U Cu m Co ` a) a)co c m N o O) LL N > 0 O O It In N (A O O n O O co O 0 O LD O O O N 0 N V CO cc O fA O co co O V CO a) n a) o 2 `o m o 0 N M V M 0) U, 0 N AO-. 7 CO E> o co W T c Q N U C O W2 �o O O E co CO r co 2 S U C O o r U N 7 C - O U a) Q O o I)f0 4 O r O 0 O 0 O 0) r O O O N O O co v> O 0 0 Tr - N U, co a) a _ Co In N T-• O cu a) co C co L (n� a) a) ~ C C 0 as a) O'O > co cC B1700106 Fleet Management Solution Year 1 Cost of Proposed Solution Annual Maintenance Coat Total Bid Amount (5 year cost) RFP Evaluation Scores Qualifications: Financial Viability References Industry Experience 8. Strategy Support: Technical Support hours/staff Work Plan (submitted with RFP) System Capabilities Cost: Initial Cost Maintenance Cost 15 25 40 20 RFP Total 100 On -alto Demo Evaluation Crltona Classification of assets Work order process Segregation of duly capabilities Mobile capabilities Ability to measure efficiency of technicians Preventative Maintenance capabilities Life expectancy analysis capabilities Emmissions repornng/notJrcatton capabihlie Consigned inventory model Delivered reporting capabilities Custom reporting capabilities Integration with Gasboy Integration with Banner Offline mobility functionality Overall usability - ease of use Implementation services Training Customer support Technical Environment Administration Demo Total RFP + Demo Total 5% 5°/, 5% 5% 5% 50/0 50/0 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 5% 100% CZ- 549,354.00 A. s O �- o log e h eo A%4" AQ P 4, Q F co k cs 4rY is A row vi $42,477.76 $115,740.00 S118,005.00 $34,857.00 $5,600.00 $3,818.25 $15,516.95 $8.820.00 $23,457.00 571,764.00 S57,750.75 $177,807.80 $153,285.00 12 3 5 4 17 3 .1 35 18 3 15 3 3 28 4 56 $128,685.00 ti c V� 445 $64,666.40 $60,620.00 58,694.20 $12,960.00 $99,343.20 $112,460.00 143 56 134 58 59 60 CO 4 Hello