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CM-2024-203 - 8/9/2024 *SEA MLES S EV TRA N SITION *EQUIPMEN T REP LA CEMEN T PLA NN IN G MA DE EA SY *FLEET CON SULTIN G RICK LONGOBART 949.943.0334 RICK@LONGOBART-ROSS.COM CYNTHIA ROSS 949.943.0023 CYNTHIA@LONGOBART-ROSS.COM July 24, 2024 City of Round Rock 901 Luther Peterson Place Round Rock, TX 78554 ATTN: Amanda Crowell RE: RFQ#: AC042224 | LRC#: 24-1284B Dear Ms. Crowell, This is an amendment to Section 5, Pages 3 and 4 regarding renewal of 24-1284A dated June 20, 2024. Longobart-Ross Consulting, hereinafter referred to as LRC, is pleased to submit to the City of Round Rock, referred to as CLIENT, the following proposal that describes the work in detail. 1.0 PROJECT DESCRIPTION Creating an up-to-date Equipment Replacement Program through the utilization of the LRC PROFIT$ Software. PROFIT$ is WEB-based software and may be accessed from anywhere. Note: The reports provided herein may be used to develop a long-term plan to transition to a highly sustainable fleet. LRC PROFIT$ Software allows each piece of equipment and each vehicle in your fleet to be scored, viewed at-a-glance and updated with ease. Easy to use and easy to update. Monitor fuels, edit data for each item number, import timely updates, see replacement score for each item number, run reports and capabilities to export reports to excel. LRC PROFIT$ Software allows CLIENT to plan for replacement today, tomorrow and in the future. The following factors for each vehicle and piece of equipment will be identified: •Type of service •Age •Mileage •Reliability •Maintenance Repair Costs •Condition Software will identify the optimal time to replace or re-purpose vehicles and equipment. It can be used for annual equipment replacement budgeting and future forecasting. It is the mission of Longobart-Ross to promote and deliver education, products and services that inform, teach and inspire companies and fleets across the world with Integrity and Excellence. CM-2024-203 City of Round Rock Longobart-Ross Proposal No. 24-1284B | RFQ#: AC042224 July 24, 2024 Page 2 of 6 RICK LONGOBART 949.943.0334 RICK@LONGOBART-ROSS.COM CYNTHIA ROSS 949.943.0023 CYNTHIA@LONGOBART-ROSS.COM PROFIT$ Software shows CLIENT when maintenance costs exceed the original purchase price and allows CLIENT to calculate projections for holding an item over recommended replacement date. Change inflation value to see how these rates could affect the future. PROFIT$ monitors vehicle condition and reliability, provides utilization reports and ten- year projections that show decreasing depreciation values, replacement cost, and increasing maintenance costs. 2.0 SCOPE OF WORK LRC will operate from their offices in Big Bear Lake, CA and Raleigh, NC. No site visit will be needed for this project. Phase One: 1.First, a Kick-Off Meeting will be set between CLIENT and LRC. 2.Client data needed for LRC migration to PROFIT$ will be provided through data collected from CLIENT’S existing fleet management system. This information will be provided to LRC through a Data Import Sheet LRC provides. LRC software is an enhancement and is not meant to be a replacement of said fleet mgmt. system. 3.All CLIENT data considerations will be discussed. 4.A project schedule will be established. 5.LRC will scrub all data to ensure current best practices are utilized and all data is accurate. These findings can be used to update CLIENT’S current FMIS. Phase Two: 6.CLIENT data will be imported by LRC into LRC PROFIT$ Software. 7.LRC will coordinate a conference call with CLIENT to review CLIENT-loaded software and reports. 8.Software will be licensed to each registered User. 9.An initial on-line, two-hour training session will be scheduled with all users to demonstrate and address questions on data editing, importing of updates, scoring, reports, search filters, projections, and export capabilities. This will include Q & A. All users should participate. It is understood that in order to provide these basic services in a timely fashion, CLIENT will respond to all LRC requests within a 48-hour period. City of Round Rock Longobart-Ross Proposal No. 24-1284B | RFQ#: AC042224 July 24, 2024 Page 3 of 6 RICK LONGOBART 949.943.0334 RICK@LONGOBART-ROSS.COM CYNTHIA ROSS 949.943.0023 CYNTHIA@LONGOBART-ROSS.COM These requests may include responses to voicemails, emails, scheduling meetings and providing contact information or requested data that corresponds to said contract. Research calls and/or meetings will be conducted with CLIENT. CLIENT agrees to schedule these meetings with LRC and to provide LRC with any contact information that may be needed throughout this project within a 24-hour period. 3.0 SCHEDULE A kick-off call by LRC team will be scheduled based upon arrangements with the CLIENT following receipt of an executed copy of this Agreement and payment in full. A firm schedule of service will be discussed during the Kick-Off Meeting between LRC and CLIENT. One two-hour training session for all users will be established after approval of data migration to PROFIT$. See Fee and Payment Schedule, Item 5.0. 4.0 DELIVERABLES See Section 2.0, Scope of Work. CLIENT agrees that LRC may be noted as the provider on all deliverables. PROFIT$ is a software licensing and delivery model in which software is licensed on an optional annual subscription basis. All upgrades to the equipment replacement module are offered to CLIENT and installed by LRC at no additional cost. 5.0 FEE & PAYMENT SCHEDULE TOTAL DUE – ANNUAL SUBSCRIPTION PROFIT$ EQUIPMENT REPLACEMENT SOFTWARE AMOUNT DUE PROFIT$ Equipment Replacement Software 900 assets $13,000 One-time fee for data scrub and migration of data to PROFIT$ $ 1,000 Each user: Annual fee of $15 month / $200 annual (to be paid with Phase Two.) – One user $ 200 TOTAL $14,200 PROFIT$ is an annual subscription. It is not automatically renewed. Should CLIENT renew at the end of this period. there will not be a fee for the one-time data scrub or migration of data to PROFIT$. If not renewed, license will expire at the end of one year from date of execution. City of Round Rock Longobart-Ross Proposal No. 24-1284B | RFQ#: AC042224 July 24, 2024 Page 4 of 6 RICK LONGOBART 949.943.0334 RICK@LONGOBART-ROSS.COM CYNTHIA ROSS 949.943.0023 CYNTHIA@LONGOBART-ROSS.COM An annual fee of $200 per year, per user, covers software support, patches, integration of new functions developed and on-going training. Total of annual renewal, should CLIENT renew, is $13,000 and $200 per user. A wire transfer directly into LRC account is now available. EFT information is attached. CLIENT agrees that software remains proprietary to LRC as well as the exhibits. Special conferences or meetings and/or investigations beyond the services above noted will be billed at $150/hour. 6.0 PERFORMANCE LRC will perform their services within the limits provided by this contract and with the utmost thoroughness and competence. No other warranty or representation, either expressed or implied, is included. CLIENT agrees to register each user and to maintain only the users accounted for through licensing PROFIT$ with LRC. These services preclude any liability to LRC of any legal obligations or responsibilities properly belonging to any hired vendor or CLIENT’S IT staff in association with this project. Should LRC provide the one-click update from CLIENT’S fleet management system to PROFIT$ that will be a separate quote. Should that fleet management system incur future development changes, LRC may charge discovery costs and middleware development, if required. LRC would provide a quote to CLIENT for their approval. This may be done at any time. 7.0 INTELLECTUAL PROPERTY CLIENT agrees that all materials, including, but not limited to, software, programs, source code and object code, comments to the source or object code, specifications, documents, abstracts, and summaries thereof (collectively, the “Products”) developed by LRC shall belong exclusively to LRC and will not be copied or sold and remain LRC’S Intellectual Property. "Intellectual Property" shall mean all intellectual property along with all Proprietary Property, further defined as the design of the LRC PROFIT$ Software with all confidential information in regard to the design of the application software and data requirements, formats and documentation used within the Application Software Technology of the LRC PROFIT$ Software. CLIENT further agrees that no information pertaining to this software shall be shared with any fleet management system. City of Round Rock Longobart-Ross Proposal No. 24-1284B | RFQ#: AC042224 July 24, 2024 Page 5 of 6 RICK LONGOBART 949.943.0334 RICK@LONGOBART-ROSS.COM CYNTHIA ROSS 949.943.0023 CYNTHIA@LONGOBART-ROSS.COM Arbitration. Mindful of the high cost of litigation, not only in dollars, but in time and energy as well, the parties intend to and do hereby establish final and binding out of court dispute resolution procedures to be followed in the event any controversy should arise out of or concerning the performance of this Agreement. Accordingly, the parties do hereby covenant and agree that any claim of controversy, dispute or claim of whatever nature, including, but not limited to, the issue of arbitration, arising out of or relating to this Agreement, or the breach thereof, shall be settled by either negotiation, mediation or final and binding arbitration in accordance with the commercial rules of arbitration of the American Arbitration Association. This contract is governed by the laws of California and any dispute shall be resolved by the laws of the State of CA. The parties agree that any litigation resulting from this contract will be initiated in the State of CA. Maximum Liability: Notwithstanding anything to the contrary in this agreement, the maximum aggregate liability between the parties related to or in connection with this agreement will be limited to the annual contract value. Prior to import of CLIENT data, LRC will review and discuss data with CLIENT. LRC is not responsible for any misinformation of data provided by CLIENT and entered into the software. LRC will work with CLIENT and discuss any data that appears to need further examination prior to initial migration. Should EFT not be available, check will be made payable and mailed to: Longobart-Ross Consulting P.O. Box 2273 Big Bear City, CA 92314 CLIENT will assign a person who will be authorized to edit, modify, and approve all changes noted throughout this contract and confirm signature is legally authorized by CLIENT. The terms and conditions of this proposal are not binding upon either party, and may be withdrawn without notice or cause, unless executed in full by both parties on or before 5:00 p.m., July 20, 2024. Please email award of this contract to cynthia@longobart-ross.com, prior to the expiration date herein. A kick-off meeting will be scheduled immediately upon receipt of the digital acceptance of this contract and when full payment has been received by LRC. A genuine thank you for this opportunity to present our proposal for these services to the City of Round Rock. We are confident that our services will reflect the high standards you, your city and your team deserve. City of Round Rock Longobart-Ross Proposal No. 24-1284B | RFQ#: AC042224 July 24, 2024 Page 6 of 6 RICK LONGOBART 949.943.0334 RICK@LONGOBART-ROSS.COM CYNTHIA ROSS 949.943.0023 CYNTHIA@LONGOBART-ROSS.COM Should you have any questions, please do not hesitate to contact the undersigned. Sincerely, LONGOBART-ROSS CONSULTING Cynthia Ross Rick D. Longobart Cynthia Ross Rick D. Longobart President Vice President I have read, understand and agree with every provision of this contract and by my signature, hereby certify that I accept and agree to abide by them and that I am legally qualified to enter in to such a contract. CLIENT: Company Name: City of Round Rock Accepted By: (Signature) Printed Name: Laurie Hadley Title: Date: City Manager 08/08/2024