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HomeMy WebLinkAbout20171825.tiffBOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Gilbarco, Inc. DEPARTMENT: Information Technology PERSON REQUESTING: Ryan Rose, CIO DATE: 05/28/2021 Brief description of the problem/issue: Gilbarco, Inc. provides support to Weld County for our Gasboy software/installation. the Fleet department to manage the fuel disbursement to County vehicles. This agreement is to add two additional sites to our existing contract. The requested an additional $1,367 annually. The software is used by amount for these sites is What options exist for the Board? (include consequences, impacts, costs, etc. of options): This vendor specializes in selling and supporting this software. Recommendation: It is recommended that the BOCC approved the agreement for the above specified amount. Perry L. Buck Mike Freeman Scott K. James, Pro-Tem Steve Moreno, Chair Lori Saine 66r-yi,at X41 --mil Approve Schedule Recommendation Work Session Other/Comments: cam: ekeir.a-<-(1) 66//‘10-/ o2A/7_ �T�a� MEMORANDUM TO: Esther Gesick, Clerk to the Board June 7, 2021 FROM: Ryan Rose, Chief Information Officer —a. SUBJECT: Gilbarco, Inc. Agreement Gilbarco, Inc. provides support to Weld County for our Gasboy software/installation. The software is used by the Fleet department to manage the fuel disbursement to County vehicles. The attached agreement between the Board Of County Commissioners and Gilbarco, Inc. is to add two additional sites to our existing contract. The cost for this request is $1,367 annually and was reviewed by Legal. We ask that the BOCC approve the agreement as submitted. GASBOY GILBARCO VEEDER-ROOT EXHIBIT D-2: REQUEST FORM - ADDITION(S) OF NEW SITES/SERVICES TO GASBOY COVERAGE LIST ADDENDUM NO. 210519 REQUEST FORM TO ADD NEW SITES/SERVICES TO GASBOY COVERAGE LIST This Addendum No. 210519 Request Form To Add New Sites or Services To Gasboy Coverage List on the Gasboy Service Agreement ("Addendum") dated 5/20/2021, by and between GILBARCO INC. ("Gilbarco"), and CUSTOMER (as defined below) is an addendum to the terns set forth in that certain Gasboy Service Agreement dated as of 6/21/2017, by and between Gilbarco and Customer (as amended, the "Agreement"). Other than the items specifically referred to herein, the parties will continue to operate under the terns and conditions of the Agreement. Gilbarco and Customer desire to add new sites or services to the Gasboy Service Agreement as follows: Change Requested: Adding new sites or services to the customer's site list for Gasboy coverage. (Site detail, Coverage Type, and Billing info required): GVR Site ID: 855818 Site Name: Weld County Grader Shed Site PH #: 970-400-2544 Site Address: 17605 CO Rd 96 Nunn, CO 80648 Renewal Period: 5/30/2021— 7/21/2022 Gasboy Service Description Islander Prime Annual SW Support Gasboy Service List Price, per year: 638.00 Gasboy Service Renewal Price, prorated (if applicable) 729.00 GVR Site ID: 872384 Site Name: Weld County Mead Site PH #: 970-400-2544 Site Address: 5698 WCR 34, Platteville, CO 80651 Renewal Period: 5/30/2021— 7/21/2022 Gasboy Service Description Islander Prime Annual SW Support Gasboy Service List Price, per year: 638.00 Gasboy Service Renewal Price, prorated (if applicable) 729.00 Return signed and initialed request form to Email: gvr.gso.ser.ServiceOrder(2eilbarco.com All capitalized terms used hereto and not otherwise defined shall have the same meanings given such terms in the Agreement. This Addendum shall be incorporated into the Agreement and made a part thereof. Except as modified by this Addendum, the Agreement shall remain in full force and effect. In the event that the terms of this Addendum conflict with the terms of the Agreement, as amended, the terms of this Addendum shall control. This Addendum may be executed in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute the same instrument. This Addendum may also be executed and delivered via electronic transmission, and any such counterpart shall be deemed an original. IN WITNESS WHEREOF, the Company has caused this Addendum to be executed by their duly authorized representatives as set forth below. The individual executing below on behalf of each party warrants that they are an authorized representative of such party, and has the ability to bind such party to the terms of this Agreement. This Addendum is effective as of the date on which it is accepted by Gilbarco. CUSTOMER: Weld County Customer# 127446, a Colorado o corporation / o limited liability company / X political division (choose one) By (Signature): Name (Printed): Title: Date: Steve Moreno Chair, Board of Weld County Commiss JUN 1 6 2021 Account 127446 - Weld County - GVR 855818872384 - Multi Site Addendum - 5.20.2021 Gilbarco - Confidential Page I oft ATTEST- ,1 Welk t Board el GASBOY 40.A GILBARCO VEEDER-ROOT (Continuation - REQUEST FORM TO ADD NEW SITES/SERVICES TO GASBOY COVERAGE LIST) BILLING INFORMATION Gasboy Service Description Total # of Sites Covered Total Amount 0152: Gasboy Service Offering 2 $1458 (plus applicable taxes) (Required for processing) Company Name: Weld Countv Customer# 127446 Address: 915 10th St (PO Box 758) City: Greely St: CO Zip: 80632 Contact Name: Mary Truslow Email Address: mtruslow@weldgov.com Phone #: 970-400-2518 Fax #: NA Fed Tax ID: 846000813 Account 127446 - Weld County - GVR 855818 872384 - Multi Site Addendum - 5.20.2021 Gilbarco - Confidential Page 2 of 2 Contract Form New Contract Request Entity Information Entity Name* GILBARCO VE,EDER-ROOT Contract Name* GILBARCO ADDENDUM Contract Status CTB REVIEW Entity ID* .O0014424 Contract Description* ADD 2 SITES (NUNN AND MEAD) ONTO EXISTING CONTRACT. Contract Description 2 Contract Type* AMENDMENT Amount* $1,367.00 Renewable* YES Automatic Renewal Grant IGA Department INFORMATION TECHNOLOGY-GIS Department Email CM- InformationTechnologyGlS weldgov.com Department Head Email CN1- InfrrmationTechnologyGlS- DeptHead weldgov,com County Attorney GENERAL COUNTY" ATTORNEY EMAIL County Attorney Email CM- COUNTYA I I ORNEYgWELDG OV.COM If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID ❑ New Entity? Contract ID 4833 Contract Lead* MTRUSLOW Contract Lead Email mtruslow.Rco.weld.co.us Requested BOCC Agenda Date* 06114;2021 Parent Contract ID Requires Board Approval YES Department Project # Due Date 06 10 2021 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? 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 Contact Info Contact Name Purchasing Review Date* 05101;2022 Committed Delivery Date Contact Type Contact Email Renewal Date* 07;01,2022 Expiration Date Contact Phone I Contact Phone 2 Purchasing Approver Purchasing Approved Date CONSENT 06'10'2021 Approval Process Department Head RYAN ROSE DH Approved Date 06.,`10,2021 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 06,E 16; 2021 Originator MTRUSLOU4 Finance Approver CONSENT Legal Counsel CONSENT Finance Approved Date Legal Counsel Approved Date 06 10;'2021 06='10,`2021 Tyler Ref # AG 061621 MEMORANDUM TO: Esther Gesick, Clerk to the Board June 7, 2021 FROM: Ryan Rose, Chief Information OfficerTT'•• SUBJECT: Gilbarco, Inc. Agreement Gilbarco, Inc. provides support to Weld County for our Gasboy software/installation. The software is used by the Fleet department to manage the fuel disbursement to County vehicles. The attached agreement between the Board Of County Commissioners and Gilbarco, Inc. is to add two additional sites to our existing contract. The cost for this request is $1,367 annually and was reviewed by Legal. We ask that the BOCC approve the agreement as submitted. BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW/ WORK SESSION REQUEST RE: Gilbarco, Inc. Software Maintenance DATE: May 10, 2017 DEPARTMENT: Information Technology PERSON REQUESTING: Ryan Rose Brief description of the problem/issue: Gilbarco, Inc. provides fuel management software to Weld County. The software is used by the Building and Grounds department for managing the fuel stations. We are currently on an older version of the software and need to upgrade it. We have had no maintenance contract for many years and will need one in order to perform the upgrade. The attached agreement between the Board of Weld County Commissioners and Gilbarco, Inc. provides funding for the required maintenance of the software. The requested amount for this service is $3,098.00. What options exist for the Board? (Include consequences, impacts, costs, etc, of options) This provider specializes in selling this software which is utilized by the Building and Grounds department to conduct their daily business. Recommendation: Legal has reviewed and approved it. It is recommended that the BOCC approve the agreement for the above specified amount. Julie Cozad, Chair Sean P. Conway Mike Freeman Steve Moreno Barbara Kirkmeyer e)citSsLiN3- tkYLCID'a Approvc Recommendation x Schedule Work Session Other/Comments: 2017-1825 rr GILBARCO VEEDER-ROOT GASBOYT" SERVICE AGREEMENT tr GASBOY THIS GASBOYT" SERVICE AGREEMENT ("Agreement") is by and between GILBARCO INC., a Delaware corporation, doing business under the GasboyTM brand and located at 7300 West Friendly Avenue, Greensboro, NC 27110 ("Gasboy") and WELD COUNTY, a political division of COLORADO, with offices located at 915 10T" STREET (PO BOX 758), GREELEY, CO 80632 ("Customer"). In consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, both parties intending to be legally bound hereby agree as follows: TERM This Agreement shall be effective as of the Effective Date as noted in the signature block below and shall continue for a period of one (l) year ("Initial Term"), unless earlier terminated as provided in this Agreement. The Initial Term will be automatically extended for successive one (l) year periods ("Renewal Term") unless either party provides a written notice of its desire not to renew, no later than thirty (30) days prior to the expiration of the then -current term. Any Renewal Term will be at the current list price at the time of renewal. Termination may result from the failure of the Customer to comply with any of the conditions of this Agreement, or by mutual agreement of both parties. ENTIRE AGREEMENT AND AMENDMENTS This Agreement, together with its Exhibits, constitutes the entire agreement between the parties and supersedes all previous communications, representations, or agreements, either oral or written, between the parties hereto with respect to the subject matter hereof. No agreement or understanding varying or expanding this Agreement will be binding upon either party hereto unless it is in writing and signed by a duly authorized representative hereof. This Agreement may be executed in separate counterparts, each of which when so executed and delivered shalt be deemed to be an original and all of which taken together shall constitute the same instrument. This Agreement may also be executed and delivered via electronic transmission, and any such counterpart shall be deemed an original. Exhibits: A) Description of Services B) Agreement Terms and Conditions C) Fees and Covered Locations CY WITNESS WHEREOF, each of the parties has caused this Agreement to be executed, in duplicate, by its duly authorized representative. The individual executing below on behalf of the Customer warrants that it is an authorized representative and has the ability to bind the Customer to the terms of this Agreement. Gasboy is not bound by the terms of this Agreement until its authorized representative has executed this Agreement in the signature block provided below. (The rensahrrler of thls page Is intentionally left blank; signature to page to follow.' I70505_Wchl County_Muhl Sltas Gmboy Service Agreement Gilberto - Cenildemiel Page 1 of ,e‘ GILBARCO VEEDER-ROOT I ITNESS WHEREOF, the parties hereto have signed this Agreement this /dy of L� , 2017. CONf;f'RACT PROFESSIONAL: By: Name: Title, 06).,244 Q L lbe Date WELD CO ATTEST: Well C BY: rk to the Boa Deputy Clerk Jelit'oe 170303 Weld Coanty_Mulit Slits 4aihoy Service Agreement (Alberto - Confidential Page 2 016 BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORA �-� it/ to Co d, Chair AP t .D AS "I 2 1 2037 E: fficial or Department Head GlLDARCO VEEDER-ROOT EXHIBIT A: DESCRIPTION OF SERVICES During the Term of the Agreement, Gasboy will provide to the following services (the "Services") to Customer for the Gasboy- branded products ("Products") that Customer owns: A. Telephone support for Product questions will be provided Monday through Friday 8AM to 6PM ET. All other times not stated are considered emergency after hour's support only including but not limited to weekends and holidays. Gasboy's toll - free service number is (currently 800-444-SS29). This toll free number can be changed at Gasboy's discretion. 13. Software corrections and upgrades to the Products that Customer requires on an "as needed" basis. C. Fleet head office software service for support of Customer head office location only. If Customer has additional locations requiring such service, Customer will need to enter into individual service support agreements for such locations. D. The Services do not Include: 1) On -site support. 2) Any hardware, even if a software correction, software upgrade, or other enhancements or modifications require a hardware update. 3) Support for questions not relating specifically to the Products, such as, but not limited to, non-Gasboy hardware, and PC operating systems. 4) Software upgrade installation costs. SERVICES AT NON-CONTRAC'F LOCATION'S If Customer requests Services for a location not covered by this Agreement, Gasboy will provide telephone support for a fee of One Hundred Dollars and No Cents (US $100.00), payable immediately by credit card before Gasboy will provide the Services. This fee is good for one call, one problem only. If Customer calls with more than one issue at a non -covered location, Gasboy will charge an additional fee for each issue. DISCONTINUANCE OF SERVICES If Customer elects to discontinue the Services at any time due, any reinstatement of the Services will require a new agreement and a payment of the then -current annual fee. In addition, Gasboy will charge a reinstatement fee of one hundred ten percent (110%) of the current annual fee prorated by the number of months (to a maximum of twenty-four (24) months) during which the Services were discontinued. I?0505 Weld County_MultkS{tes_oashay Service Agreement Glib tsto - Confidential Page 9 or S el GILBARCO VEEDER-ROOT EXfi[MT II: AGREF,MENt' nano§ AND CONDITION ' t. Fees for the Services arc paid annually in advance. All fees are required before Gasboy will provide any Services. "Total fees for the Services ere set forth in Exhibit C attached hereto and incorporated herein by reference. Gasboy shall have the right to update the fees each year, and will provide notice to Customer of any fee changes at least sixty (60) days before the end of the then -current terns. All fees hereunder are due thirty (30) days from the dale of invoice. Customer is responsible for- all taxes on the Services, If any invoice is more than thirty (30) days past due, Gasboy may, at its option, discontinue the Services until the account is made current, or terminate the Agreement and seek all fees and costs due under the Agreement. Gasboy reserves the right to pro -rate annual fees for Customer locations such that ail Customer locations have a common renewal date. 2. Provided that all foes are paid in a timely manner, the Services shall be provided at the locations listed on Exhibit C. Any modifications to locations on Exhibit C due to changes to Customer's business (such as site closing, relocation of Products), nurst be provided to Gasboy in writing. 3. if Customer (i) breaches this Agreement and such breach is not cured within ten (l0) days, or (ii) is the subject of any bankruptcy, insolvency, or similar proceeding, Gasboy may immediately terminate tho Agreement and all fees shall become immediately due and payable. 4. To the extent permitted by law, customer shall indemnify, defend, and (told harmless Gasboy, Including its affiliates, agents, and employees from and against any and all losses, claims, demands, liabilities, fines, penalties, assessments, suits, or actions for injuries to or death of any person, or for loss of, or damage to, the property of any person or persons caused by or resulting from the negligent acts or omissions (including liability imposed by statutes, rules, or regulations) of Customer, or its subcontractors, vendors, agents, officers, or employees. Customer's obligations under this section shall not apply to the extent that such claims arc caused solely by the willful misconduct of Gasboy. 5. Except as otherwise specifically provided herein, neither party shall be liable for any failure to perfonn or for any delay in performing any of its obligations hereunder caused by circumstances beyond its reasonable control or which makes performance commercially impracticable, including, but not limited to, fire, storm, flood, earthquake, hurricane, tornado, explosion, accident, acts of public enemies, war, rebellion, insurrections, sabotage, epidemic, quarantine restrictions, labor disputes, labor shortages, transportation embargoes or delays, inability to secure raw materials or machinery for the manufacture of products, acts of God, acts of any government, any agency thereof, judicial actions or any other such external circumstances. 6, At times, Customer and Gasboy may receive from the other party certain information marked confidential and proprietary. Both parties agree to treat such information as confidential, using the same degree of care as it uses to protect its own confidential information, but no less than reasonable care. The parties agree not to sue or disclose tat otherwise use such confidential information of the other patty, except as provided herein or with the express written consent of the other patty. Either party may use or disclose the confidential information of the other party (i) es required for the Services, but only to employees who are bound by written confidentiality agreements no less stringent than this Section 7, and (ii) as required by a court order or other legal process. The obligations under this Section 7 shall survive the ten►►ination of this Agreement by seven (7) years. if Customer rind Gasboy have executed a separate confidentiality agreement that might also cover the Confidential Information ("NDA"), this Agreement Witt not change or abrogate any of the terms of that NDA and such separate NDA shall riot change or abrogate any of the terms of this Agreement, even though both agreements may apply to the same information. in the event thus, notwithstanding the foregoing, one party ("Recipient") shall be compelled by the Information Laws to disclose any Confidential information of the other party ("Discloser"), Recipient shall, and shall cause its Representatives to, huffish only that portion of the Confidential Information that is so legally required. "Information Laws" means the Freedom of Information Act of 1966 and the regulations promulgated thereunder, the Electronic Freedom of Information Act of 1996, including without limitation such state's open records/public of information act as set forth In such state statutes, laws, codes, and the regulations promulgated thereunder, and any similar apptrcable federal or 1705OS well County_ietaill Sftee Casboy Service Agrtment Girber<o • Carndentiel Page 4 ors state law, order, decree,, rule, or regirtalion (cash as in effect from time to lime). Nothing herein shall restrict any disclosure of a party's information that: (A) is or becomes publicly available through no fault of the other party; (R) is independently developed by the other party; or (C) is received by the other party ftom a third putty without obligations of confidentiality. "Representatives" shnll mean the officers, employees, directors, attorneys, consultants and other agents and advisors of the Recipient, Recipient shall take all reasonably necessary measures to restrain its Representatives from making any unauthorized disclosure or use of Confidential Information. Recipient fbrther agrees that it will be liable for the breach of this Agreement by any of its Representatives. Gasboy is advised shat as a public entity, 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. The Services provided under this Agreement are covered by Gasboy's current warranty, a copy of which is available upon request. Gasboy reserves the right to modifj+ such warranty, warranty policies, or warranty program on thirty (30) days prior written notice to Customer. THE FOREGOING WARRANTIES ARE iN LIEU OF ALL. OTHER WARRANTIES - EXPRESS, IMPLIED, OR STATUTORY - INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, GiLBARCO WILL NOT BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE (UNLESS CAUSED BY GILBARCO'S NEGLIGENCE, AND THEN ONLY iN THE PROPORTION WHICH GILBARCO'S NEGLIGENCE BEARS TO THE NEGLIGENCE OF OTHERS IN CAUSING THE INJURY OR DAMAGE), OR FOR ANY DAMAGES (REGARDLESS OF THEIR NATURE) CAUSED BY CUSTOMER'S FAILURE 'FO FULFILL ITS RESPONSIBILITIES AS SET FORTH HEREIN. IN NO EVENT SHALL GiLBARCO BE LIABLE UNDER THIS AGREEMENT FOR ANY LOSS OF PROFIT OR REVENUES, OIL SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITiVE DAMAGE., INCLUDING, BUT NOT LIMITED TO THOSE BASED UPON A BREACH OF WARRANTY, OR CONTRACT, NEGILIGENCE, STRICT TORT, OR ANY OTHER LEGAL, EQUITABLE, OR STATUTORY LEGAI. THEORY. CHILBARCO'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER I tEREUNDER. 8. This Agreement shall be govcrrted by Colorado law (but not its conflict laws). Customer specifically and irrevocably consents to the jurisdiction of the courts located in North Carolina, Customer may not assign this Agreement and the rights of the Customer without the prior written consent of Gasboy. Any attempted assignment in violation of the provisions hereof shall be null and void and have no effect. If any provision of this Agreement is finally held by a court of competent jurisdiction to be unlawful or invalid, the remaining provisions of this Agreement shall remain in fill force and effect, unless as a result of such =lawful provisions there is a material failure of consideration as to a Party and such Party is unwitting to waive such failure. 9, if Customer requests Gasboy to perform activities outside: of the provision of Services, such additional activities shall be subject to a separately agreement between the parties. 10, Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and othenvlse made available. Execution of this Agreement by County does not create an obligation on the part of County to expend Rinds not otherwise appropriated in each succeeding year. IL Extension or Modification. Any amendments or modifications to this agreement shall be in %wiling signed by both parties. No additional services or work performed by Contract Professional shall be the basis for additional compensation unless and until Contract Professional has obtained written authorization and acknowledgement by County for such additional services. 12. Termination. County has the right to terminate this Agreement, wif t or without cause on thirty (30) days written notice. Furthermore, this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement. CiILUARCO rG. VEEDER-ROOT EXHIBIT C: FENS AND COVERED LOCATIONS PART # DESCRIPTION CURRENT LIST PRICE (I'cr Year) RENEWING? -- Y!N 099037 CFN PLUS Annual SW Support $525.00 Y x/ unit 099039 Islander PLUS Annual SW Support $525.00 Y x3 :nits 099049 TopKAT PLUS Annual SW Support $525.00 Y x/ unit 099046 Fleet Head Office Annual SW Support - up to 5 sites $473.00 Y x/ unit Total $ of Renewal (plus applicable faxes): $3,098.00 '0111.10 SITE,ID SITE NAME STREET CRY ST ZIP . PAM, 247536 Greeley WELD COUNTY Greeley 1113 H ST GREELEY CO 80631 O99O37 247536 Greeley WELD COUNTY Greeley 1113 H 3'T GREELEY CO 8O631 099046 282135 Decono WELD COUNTY Oacono 500 HWY 52 DACONO CO 8O514 099039 282136 Ft Lupton WELD COUNTY Ft Lupton 7625 W COUNTY RD 31 FORT LUPTON CO 80621 099439 842892 Kersey LNG WELD COUNTY Kersey LNG 1755 HOLLY AVE GREELEY CO 80631 099049 842904 Grover WELD COUNTY Graver 43339 CR 122 GROVER CO 80729 099039 Renewal Period: 05-0I-2017 —05-01-2018 Billing Info (Required For Processing — Please include a W-9 Form): Customer Number: 0900002643 Fed Tax ID #: (NEEDED) Company Name: WELD COUNTY Address: 915 10`" ST, PO BOX 758 City: GREELEY St: CO Zip: 80632 Contact Name: Teri Rogers Email Address: trogers@co.weld.co.us Phone #: 970-400-2544 Fax #: Payment Method: ❑ Check If paying by credit card (Complete and attach authorization form) Pig Check 1f paying by check (DO NOT mall your payment until you have received an Invoice!) If providing a PO number, please list here: This Agreement is made a part hereof by reference, as fully and to the same extent as if copied at length herein. In the event of a conflict or discrepancy between the Purchase Order ("PO") and this Agreement, this Agreement shall govern the terms and conditions of the Services provided by Gasboy. Are you TAX EXEMPT? YES ❑ NO ❑ If you answered yes, but have not yet provided documentation to Gasboy; please attach a copy when returning this profile. 170505_ Wald County_Multi Silee Gesbuy Service Agreement (inborn) - Confidential Page 5 of Hello