1 PROFESSIONAL CONSULTANT SERVICES AGREEMENT (TECHNOLOGY SERVICES)
RON TURLEY ASSOCIATES, LLC
Fleet360 Implementation Support Services – Sourcewell Agreement # 102924-RTA This PROFESSIONAL CONSULTANT SERVICES AGREEMENT (“Agreement”) is made and entered into this day of , 20 (“Effective Date”), by and between the CITY OF RIVERSIDE (“City”), a California charter city and municipal corporation and RON TURLEY ASSOCIATES, LLC, a Delaware limited liability company authorized to do business in California (“Consultant”).
1. Scope of Services. City agrees to retain and does hereby retain Consultant and Consultant agrees to provide the services more particularly described in Exhibit “A,” “Scope of Services” (“Services”), attached hereto and incorporated herein by reference, in conjunction with Fleet360 Implementation Support Services – Sourcewell Agreement #102924-RTA (“Project”).
Consultant’s obligations under this Agreement are limited to the Services expressly described in Exhibit A. Any services, deliverables, functionality, integrations, data migration, customization, support, or other work not expressly included in Exhibit A shall constitute additional services and shall require a mutually executed written change order specifying the applicable scope, fees, schedule, and other affected terms. Consultant shall have no obligation to perform additional services until such change order is executed.
2. Term. This Agreement shall be effective from the Effective Date, and shall remain in effect for three (3) years thereafter unless otherwise terminated pursuant to the provisions herein.
3. Compensation/Payment. Consultant shall perform the Services under this Agreement for the total sum not to exceed Five Hundred Fifty-Nine Thousand Three Hundred Thirty Dollars and Ten Cents ($559,330.10) payable in accordance with the terms set forth in Exhibit “B.” Said payment shall be made in accordance with City’s usual accounting procedures upon receipt and approval of an itemized invoice setting forth the services performed. The invoices shall be delivered to City at the address set forth in Section 4 hereof.
4. Notices. Any notices required to be given, hereunder shall be in writing and shall be personally served or given by mail. Any notice given by mail shall be deemed given when deposited in the United States Mail, certified and postage prepaid, addressed to the party to be served as follows:
To City
General Services Department
City of Riverside
Attn: Joe Vieyra
3900 Main Street
Riverside, CA 92522
To Consultant
Ron Turley Associates, LLC
Attn: Shauna Baker
17437 N 71st Drive #110
Glendale, AZ 85308
2 5. Prevailing Wage. If applicable, Consultant and all subcontractors are required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations under Section 1720 et seq. of the California Labor Code and implemented by Resolution No. 13346 of the City Council of the City of Riverside. The Director’s determination is available on-line at www.dir.ca.gov/dlsr/DPreWageDetermination.htm and is referred to and made a part hereof; the wage rates therein ascertained, determined, and specified are referred to and made a part hereof as though fully set forth herein.
6. Contract Administration. A designee of the City will be appointed in writing by the City Manager or Department Director to administer this Agreement on behalf of City and shall be referred to herein as Contract Administrator.
7. Standard of Performance. While performing the Services, Consultant shall exercise the reasonable professional care and skill customarily exercised by reputable members of Consultant’s profession practicing in the Metropolitan Southern California Area and shall use reasonable diligence and applicable professional standard of care ordinarily exercised by similarly situated professionals providing substantially similar services under similar circumstances. .
8. Personnel. Consultant shall furnish all personnel necessary to perform the Services and shall be responsible for their performance and compensation. Consultant recognizes that the qualifications and experience of the personnel to be used are vital to professional and timely completion of the Services. The key personnel listed in Exhibit “C” attached hereto and incorporated herein by this reference and assigned to perform portions of the Services shall remain assigned through completion of the Services, unless otherwise mutually agreed by the parties in writing, or caused by hardship or resignation in which case substitutes shall be subject to City approval, which approval shall not be unreasonably withheld, conditioned, or delayed. Consultant may replace personnel with individuals possessing reasonably equivalent qualifications and experience.
9. Assignment and Subcontracting. Neither party shall assign any right, interest, or obligation in or under this Agreement to any other entity without prior written consent of the other party. In any event, no assignment shall be made unless the assignee expressly assumes the obligations of assignor under this Agreement, in a writing satisfactory to the parties. Consultant acknowledges that any assignment may, at the City’s sole discretion, require City Manager and/or City Council approval. Consultant shall not subcontract any portion of the work required by this Agreement without prior written approval by the responsible City Contract Administrator.
Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement, including without limitation, the insurance obligations set forth in Section 12. The Consultant acknowledges and agrees that the City is an intended beneficiary of any work performed by any subcontractor for purposes of establishing a duty of care between any subcontractor and the City.
10. Independent Contractor. In the performance of this Agreement, Consultant, and Consultant’s employees, subcontractors and agents, shall act in an independent capacity as independent contractors, and not as officers or employees of the City of Riverside. Consultant acknowledges and agrees that the City has no obligation to pay or withhold state or federal taxes 3 or to provide workers’ compensation or unemployment insurance to Consultant, or to Consultant’s employees, subcontractors and agents. Consultant, as an independent contractor, shall be responsible for any and all taxes that apply to Consultant as an employer.
11. Indemnification.
11.1 Design Professional Defined. For purposes of this Agreement, “Design Professional” includes the following:
A. An individual licensed as an architect pursuant to Chapter 3 (commencing with Section 5500) of Division 3 of the Business and Professions Code, and a business entity offering architectural services in accordance with that chapter.
B. An individual licensed as a landscape architect pursuant to Chapter 3.5 (commencing with Section 5615) of Division 3 of the Business and Professions Code, and a business entity offering landscape architectural services in accordance with that chapter.
C. An individual registered as a professional engineer pursuant to Chapter 7 (commencing with Section 6700) of Division 3 of the Business and Professions Code, and a business entity offering professional engineering services in accordance with that chapter.
D. An individual licensed as a professional land surveyor pursuant to Chapter 15 (commencing with Section 8700) of Division 3 of the Business and Professions Code, and a business entity offering professional land surveying services in accordance with that chapter.
11.2 Defense Obligation For Design Professional Liability. Consultant agrees, at its cost and expense, to promptly defend the City, and the City’s employees, officers, managers, agents and council members (collectively the “Parties to be Defended”) from and against any and all claims, allegations, lawsuits, arbitration proceedings, administrative proceedings, regulatory proceedings, or other legal proceedings to the extent the same arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of Consultant, or anyone employed by or working under the Consultant or for services rendered to the Consultant in the performance of the Agreement, notwithstanding that the City may have benefited from its work or services and whether or not caused in part by the negligence of an Indemnified Party. Consultant agrees to provide this defense immediately upon written notice from the City, and with well qualified, adequately insured and experienced legal counsel acceptable to City. Consultant will reimburse City for reasonable defense costs for claims arising out of Consultant’s professional negligence based on the percentage of Consultant’s liability. This obligation to defend as set forth herein is binding on the successors, assigns and heirs of Consultant and shall survive the termination of Consultant’s Services under this Agreement.
11.3 Indemnity For Design Professional Liability. When the law establishes a professional standard of care for Consultant’s services, to the fullest extent permitted by law, Consultant shall indemnify, protect and hold harmless the City and the City’s employees, 4 officers, managers, agents, and Council Members (“Indemnified Parties”) from and against any and all claim for damage, charge, lawsuit, action, judicial, administrative, regulatory or arbitration proceeding, damage, cost, expense (including counsel and expert fees), judgment, civil fines and penalties, liabilities or losses of any kind or nature whatsoever to the extent the same arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of Consultant, or anyone employed by or working under the Consultant or for services rendered to the Consultant in the performance of the Agreement, notwithstanding that the City may have benefited from its work or services and whether or not caused in part by the negligence of an Indemnified Party.
11.4 Defense Obligation For Other Than Design Professional Liability. Consultant agrees, at its cost and expense, to promptly defend the City, and the City’s employees, officers, managers, agents and council members (collectively the “Parties to be Defended”) from and against any and all claims, allegations, lawsuits, arbitration proceedings, administrative proceedings, regulatory proceedings, or other legal proceedings which arise out of, or relate to, or are in any way connected with: 1) the Services, work, activities, operations, or duties of the Consultant, or of anyone employed by or working under the Consultant, or 2) any breach of the Agreement by the Consultant. This duty to defend shall apply whether or not such claims, allegations, lawsuits or proceedings have merit or are meritless, or which involve claims or allegations that any or all of the Parties to be Defended were actively, passively, or concurrently negligent, or which otherwise assert that the Parties to be Defended are responsible, in whole or in part, for any loss, damage or injury. Consultant agrees to provide this defense immediately upon written notice from the City, and with well qualified, adequately insured and experienced legal counsel acceptable to City. This obligation to defend as set forth herein is binding on the successors, assigns and heirs of Consultant and shall survive the termination of Consultant’s Services under this Agreement.
11.5 Indemnity For Other Than Design Professional Liability. Except as to the sole negligence or willful misconduct of the City, Consultant agrees to indemnify, protect and hold harmless the Indemnified Parties from and against any claim for damage, charge, lawsuit, action, judicial, administrative, regulatory or arbitration proceeding, damage, cost, expense (including counsel and expert fees), judgment, civil fine and penalties, liabilities or
11.6 Limitation of Liability. T O T H E M A X I M U M E X T E N T
P E R M I T T E D B Y L A W , C O N S U L T A N T ' S A G G R E G A T E L I A B I L I T Y
A R I S I N G O U T O F O R R E L A T I N G T O T H I S A G R E E M E N T ,
W H E T H E R I N C O N T R A C T , T O R T , N E G L I G E N C E , S T R I C T
L I A B I L I T Y , I N D E M N I T Y O R O T H E R W I S E , S H A L L N O T E X C E E D
T H E T O T A L F E E S A C T U A L L Y P A I D O R P A Y A B L E T O
C O N S U L T A N T U N D E R T H I S A G R E E M E N T D U R I N G T H E T W E L V E ( 1 2 ) M O N T H S P R E C E D I N G T H E E V E N T G I V I N G R I S E T O T H E C L A I M .
I N N O E V E N T S H A L L E I T H E R P A R T Y B E L I A B L E F O R A N Y
I N D I R E C T , I N C I D E N T A L , S P E C I A L , C O N S E Q U E N T I A L ,
E X E M P L A R Y O R P U N I T I V E D A M A G E S , I N C L U D I N G L O S T
P R O F I T S , L O S T R E V E N U E , L O S S O F U S E , L O S S O F D A T A , O R
B U S I N E S S I N T E R R U P T I O N , E V E N I F A D V I S E D O F T H E 5 P O S S I B I L I T Y O F S U C H D A M A G E S .
The foregoing limitations shall apply notwithstanding any failure of essential purpose of any limited remedy and shall apply to Consultant's indemnification and defense obligations to the fullest extent permitted by law, except that nothing in this section 11.6 shall apply to thirdparty claims for personal injury or death
12. Insurance. 12.1 General Provisions. Prior to the City’s execution of this Agreement, Consultant shall provide satisfactory evidence of, and shall thereafter maintain during the term of this Agreement, such insurance policies and coverages in the types, limits, forms and ratings required herein. The rating and required insurance policies and coverages may be modified in writing by the City’s Risk Manager or City Attorney, or a designee, unless such modification is prohibited by law.
12.1.1 Limitations. The insurance requirements establish minimum insurance requirements and do not, standing alone, increase or limit the Consultant's contractual liability. Consultant's liability shall remain subject to the limitation of liability provisions of this Agreement.
12.1.2 Ratings. Any insurance policy or coverage provided by Consultant or subcontractors as required by this Agreement shall be deemed inadequate and a material breach of this Agreement, unless such policy or coverage is issued by insurance companies authorized to transact insurance business in the State of California with a policy holder’s rating of A or higher and a Financial Class of VII or higher.
12.1.3 Cancellation. The policies shall not be canceled unless thirty (30) days’ prior written notification of intended cancellation has been given to City by certified or registered mail, postage prepaid, to the extent such notice is available under the applicable policy or endorsement.
12.1.4 Adequacy. The City, its officers, employees and agents make no representation that the types or limits of insurance specified to be carried by Consultant pursuant to this Agreement are adequate to protect Consultant. If Consultant believes that any required insurance coverage is inadequate, Consultant will obtain such additional insurance coverage as Consultant deems adequate, at Consultant’s sole expense.
12.2 Workers’ Compensation Insurance. By executing this Agreement, Consultant certifies that Consultant is aware of and will comply with Section 3700 of the Labor Code of the State of California requiring every employer to be insured against liability for workers’ compensation, or to undertake self-insurance before commencing any of the work. Consultant shall carry the insurance or provide for self-insurance required by California law to protect said Consultant from claims under the Workers’ Compensation Act. Prior to City’s execution of this Agreement, Consultant shall file with City either 1) a certificate of insurance showing that such insurance is in effect, or that Consultant is self-insured for such coverage, or 2) a certified statement that Consultant has no employees, and acknowledging that if Consultant does employ any person, 6 the necessary certificate of insurance will immediately be filed with City. Any certificate filed with City shall provide that City will be given ten (10) days’ prior written notice before modification or cancellation thereof.
12.3 Commercial General Liability and Automobile Insurance. Prior to City’s execution of this Agreement, Consultant shall obtain, and shall thereafter maintain during the term of this Agreement, commercial general liability insurance and automobile liability insurance as required to insure Consultant against damages for personal injury, including accidental death, as well as from claims for property damage, which may arise from or which may concern operations by anyone directly or indirectly employed by, connected with, or acting for or on behalf of Consultant. The City, and its officers, employees and agents, shall be named as additional insureds under the Consultant’s insurance policies.
12.3.1 Consultant’s commercial general liability insurance policy shall cover both bodily injury (including death) and property damage (including, but not limited to, premises operations liability, products-completed operations liability, independent contractor’s liability, personal injury liability, and contractual liability) in an amount not less than $1,000,000 per occurrence and a general aggregate limit in the amount of not less than $2,000,000.
12.3.2 Consultant’s automobile liability policy shall cover both bodily injury and property damage in an amount not less than $1,000,000 per occurrence and an aggregate limit of not less than $1,000,000. All of Consultant’s automobile and/or commercial general liability insurance policies shall cover all vehicles used in connection with Consultant’s performance of this Agreement, which vehicles shall include, but are not limited to, Consultant owned vehicles, Consultant leased vehicles, Consultant’s employee vehicles, non-Consultant owned vehicles and hired vehicles.
12.3.3 Prior to City’s execution of this Agreement, copies of insurance policies or original certificates along with additional insured endorsements acceptable to the City evidencing the coverage required by this Agreement, for both commercial general and automobile liability insurance, shall be filed with City and shall include the City and its officers, employees and agents, as additional insureds. Said policies shall be in the usual form of commercial general and automobile liability insurance policies, but shall include the following provisions:
It is agreed that the City of Riverside, and its officers, employees and agents, are added as additional insureds under this policy, solely for work done by and on behalf of the named insured for the City of Riverside.
12.3.4 The insurance policy or policies shall also comply with the following provisions:
a. The policy shall be endorsed to waive any right of subrogation against the City and its sub-consultants, employees, officers and agents for services performed under this Agreement.
b. If the policy is written on a claims made basis, the certificate should so specify and the policy must continue in force for one 7 year after completion of the services. The retroactive date of coverage must also be listed.
c. The policy shall specify that the insurance provided by Consultant will be considered primary and not contributory to any other insurance available to the City and Endorsement No.
CG 20010413 shall be provided to the City.
12.4 Errors and Omissions Insurance. Prior to City’s execution of this Agreement, Consultant shall obtain, and shall thereafter maintain during the term of this Agreement, errors and omissions professional liability insurance in the minimum amount of $1,000,000 per claim and in the aggregate for the nature of the Services. The Consultant’s liability is not limited to the minimum insurance requirements, whether per claim or in the aggregate, specified in this agreement.
12.5 Subcontractors’ Insurance. Consultant shall require all of its subcontractors to carry insurance, in an amount sufficient to cover the risk of injury, damage or loss that may be caused by the subcontractors’ scope of work and activities provided in furtherance of this Agreement, including, but without limitation, the following coverages: Workers Compensation, Commercial General Liability, Errors and Omissions, and Automobile liability.
Upon City’s request, Consultant shall provide City with satisfactory evidence that Subcontractors have obtained insurance policies and coverages required by this section.
12.6 Technology Professional Liability. Prior to City’s execution of this Agreement, Consultant shall obtain and maintain during the term of this Agreement technology errors and omissions professional liability insurance with limits not less than $1,000,000 per occurrence or claim, $1,000,000 aggregate, or such substantially equivalent coverage as is commercially available to Consultant for the Services. Coverage shall apply subject to the terms, conditions, exclusions and limits of the applicable policy. Consultant shall not be required to obtain coverage for risks that are not commercially insurable or that are excluded under Consultant's commercially available policies.
12.7. Cyber Liability Insurance. Prior to City’s execution of this Agreement, Consultant shall obtain and maintain during the term of this Agreement cyber liability insurance with limits not less than $1,000,000 per occurrence or claim, $1,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. In the event of duplicative requirements from 11.6 and 11.7, Contractor may clarify that one combined Technology E&O/Cyber policy satisfies both requirements.
13. Business Tax. Consultant understands that the Services performed under this 8 Agreement constitutes doing business in the City of Riverside, and Consultant agrees that Consultant will register for and pay a business tax pursuant to Chapter 5.04 of the Riverside Municipal Code and keep such tax certificate current during the term of this Agreement.
14. Time of Essence. Time is of the essence with respect to the material project milestones expressly identified as critical milestones in Exhibit A. .
15. City’s Right to Employ Other Consultants. City reserves the right to employ other Consultants in connection with the Project. If the City is required to employ another consultant to complete Consultant’s work, due to the failure of the Consultant to perform, or due to the breach of any of the provisions of this Agreement, the City reserves the right to seek reimbursement from Consultant.
16. Accounting Records. Consultant shall maintain complete and accurate records with respect to costs incurred under this Agreement. All such records shall be clearly identifiable.
Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
17. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other materials either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant, except as otherwise directed by City’s Contract Administrator. Nothing furnished to Consultant which is otherwise known to the Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production, website, or other similar medium without the prior written consent of the City.
Consultant may use aggregated and de-identified data derived from use of the Services for analytics, security, benchmarking and service improvement, provided such data does not identify City or any individual. The confidentiality obligations set forth herein shall apply equally to confidential and proprietary information disclosed by either party.
18. Ownership of Documents. City shall own the final, specifically identified deliverables expressly designated as deliverables in Exhibit A and created specifically for City under this Agreement, upon City's payment in full for such deliverables.
Notwithstanding the foregoing, Consultant retains all right, title and interest in and to its preexisting intellectual property, software, SaaS platform, source code, object code, APIs, tools, templates, methodologies, processes, know-how, inventions, configurations, documentation, libraries, algorithms, techniques, and other materials developed independently of this Agreement or of general applicability (“Consultant Background Technology”). 9 To the extent Consultant Background Technology is incorporated into a deliverable, Consultant grants City a non-exclusive, non-transferable (except as permitted under this Agreement), nonsublicensable license to use such Background Technology solely as necessary for City's authorized use of the applicable Services and deliverables.
19. Copyrights. Consultant agrees only those deliverables expressly identified in Exhibit A as specially created for City and designated as City-owned deliverables shall be deemed works made for hire, to the extent permitted by applicable law. For avoidance of doubt, Consultant's SaaS platform, software, source code, object code, APIs, tools, templates, methodologies, processes, know-how, pre-existing materials, improvements, modifications and derivative works of such materials shall remain the sole property of Consultant.. If any such work is deemed for any reason not to be a work made for hire, Consultant assigns all right, title and interest in the copyright in such work, and all extensions and renewals thereof, to City, and agrees to provide all assistance reasonably requested by City in the establishment, preservation and enforcement of its copyright in such work, such assistance to be provided at City's expense but without any additional compensation to Consultant.
20. Conflict of Interest. Consultant, for itself and on behalf of the individuals listed in Exhibit “C,” represents and warrants that by the execution of this Agreement, they have no interest, present or contemplated, in the Project affected by the above-described Services.
Consultant further warrants that neither Consultant, nor the individuals listed in Exhibit “C” have any real property, business interests or income interests that will be affected by this project or, alternatively, that Consultant will file with the City an affidavit disclosing any such interest.
21. Solicitation. Consultant warrants that Consultant has not employed or retained any person or agency to solicit or secure this Agreement, nor has it entered into any agreement or understanding for a commission, percentage, brokerage, or contingent fee to be paid to secure this Agreement. For breach of this warranty, City shall have the right to terminate this Agreement without liability and pay Consultant only for the value of work Consultant has actually performed, or, in its sole discretion, to deduct from the Agreement price or otherwise recover from Consultant the full amount of such commission, percentage, brokerage or commission fee. The remedies specified in this section shall be in addition to and not in lieu of those remedies otherwise specified in this Agreement.
22. General Compliance With Laws. Consultant shall keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Consultant, or in any way affect the performance of services by Consultant pursuant to this Agreement. Consultant shall at all times observe and comply with all such laws, ordinances and regulations, and shall be solely responsible for any failure to comply with all applicable laws, ordinances and regulations. Consultant represents and warrants that Consultant has obtained all necessary licenses to perform the Scope of Services and that such licenses are in good standing.
Consultant further represents and warrants that the services provided herein shall conform to all ordinances, policies and practices of the City of Riverside.
23. Waiver. No action or failure to act by the City shall constitute a waiver of any right or duty afforded City under this Agreement, nor shall any such action or failure to act constitute approval of or acquiescence in any breach thereunder, except as may be specifically, provided in 10 this Agreement or as may be otherwise agreed in writing.
24. Amendments. This Agreement may be modified or amended only by a written agreement and/or change order executed by the Consultant and City.
25. Termination. City, by notifying Consultant in writing, shall have the right to terminate any or all of Consultant’s services and work covered by this Agreement at any time. In the event of such termination, Consultant may submit Consultant’s final written statement of the amount of Consultant’s services as of the date of such termination based upon the ratio that the work completed bears to the total work required to make the report complete, subject to the City’s rights under Sections 15 and 26 hereof. In ascertaining the work actually rendered through the termination date, City shall consider completed work, work in progress and complete and incomplete reports, non-cancellable third-party commitments incurred in reliance upon the Agreement and other documents only after delivered to City.
25.1 Other than as stated below, City shall give Consultant thirty (30) days’ prior written notice prior to termination.
25.2 City may terminate this Agreement upon fifteen (15) days’ written notice to Consultant, in the event:
25.2.1 Consultant substantially fails to perform or materially breaches the Agreement; or
25.2.2 City decides to abandon or postpone the Project
26. Offsets. Consultant acknowledges and agrees that with respect to any business tax or penalties thereon, utility charges, invoiced fee or other debt which Consultant owes or may owe to the City, City reserves the right to withhold and offset said amounts from payments or refunds or reimbursements owed by City to Consultant. Notice of such withholding and offset, shall promptly be given to Consultant by City in writing. In the event of a dispute as to the amount owed or whether such amount is owed to the City, City will hold such disputed amount until either the appropriate appeal process has been completed or until the dispute has been resolved.
27. Successors and Assigns. This Agreement shall be binding upon City and its successors and assigns, and upon Consultant and its permitted successors and assigns, and shall not be assigned by Consultant, either in whole or in part, except as otherwise provided in paragraph 9 of this Agreement.
28. Venue. Any action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Agreement shall be tried in a court of competent jurisdiction in the County of Riverside, State of California, and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county. In the event either party hereto shall bring suit to enforce any term of this Agreement or to recover any damages for and on account of the breach of any term or condition of this Agreement, it is mutually agreed that each party will bear their own attorney’s fees and costs 11 29. Nondiscrimination. During Consultant’s performance of this Agreement, Consultant shall not discriminate on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition, including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status, sex, genetic information, gender, gender identity, gender expression, or sexual orientation, military and veteran status, in the selection and retention of employees and subcontractors and the procurement of materials and equipment, except as provided in Section 12940 of the California Government Code. Further, Consultant agrees to conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement.
30. Severability. Each provision, term, condition, covenant and/or restriction, in whole and in part, of this Agreement shall be considered severable. In the event any provision, term, condition, covenant and/or restriction, in whole and/or in part, of this Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Agreement and shall not affect any other provision, term, condition, covenant and/or restriction of this Agreement, and the remainder of the Agreement shall continue in full force and effect.
31. Authority. The individuals executing this Agreement and the instruments referenced herein on behalf of Consultant each represent and warrant that they have the legal power, right and actual authority to bind Consultant to the terms and conditions hereof and thereof.
32. Entire Agreement. This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings or agreements of the parties. Neither party has been induced to enter into this Agreement by and neither party is relying on, any representation or warranty outside those expressly set forth in this Agreement.
33. Digital and Counterpart Signatures. Each party to this Agreement intends and agrees to the use of digital signatures that meet the requirements of the California Uniform Electronic Transactions Act (Civil Code §§ 1633.1, et seq.), California Government Code § 16.5, and California Code of Regulations Title 2 Division 7 Chapter 10, to execute this Agreement.
The parties further agree that the digital signatures of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures for purposes of validity, enforceability, and admissibility. For purposes of this section, a “digital signature” is defined in subdivision (d) of Section 16.5 of the Government Code and is a type of “electronic signature” as defined in subdivision (h) of Section 1633.2 of the Civil Code. This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument. Each certified or authenticated electronic copy of an encrypted digital signature shall be deemed a duplicate original, constituting one and the same instrument and shall be binding on the parties hereto.
34. Interpretation. City and Consultant acknowledge and agree that this Agreement is the product of mutual arms-length negotiations and accordingly, the rule of construction, which provides that the ambiguities in a document shall be construed against the drafter of that document, shall have no application to the interpretation and enforcement of this Agreement.
34.1 Titles and captions are for convenience of reference only and do not define, 12 describe or limit the scope or the intent of the Agreement or any of its terms. Reference to section numbers, are to sections in the Agreement unless expressly stated otherwise.
34.2 This Agreement shall be governed by and construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement.
34.3 In the event of a conflict between the body of this Agreement and Exhibit “A” - Scope of Services hereto, the terms contained in Exhibit “A” shall be controlling.
35. Exhibits. The following exhibits attached hereto are incorporated herein to this Agreement by this reference:
Exhibit “A” - Scope of Services
Exhibit “B” - Compensation
Exhibit “C” - Key Personnel
[SIGNATURES ON THE FOLLOWING PAGE]
13 IN WITNESS WHEREOF, City and Consultant have caused this Agreement to be duly executed the day and year first above written.
CITY OF RIVERSIDE, a California charter
city and municipal corporation
By:
City Manager
Attest:
City Clerk
CERTIFIED AS TO AVAILABILITY OF
FUNDS:
By:
Chief Financial Officer
DEPARTMENT HEAD APPROVAL:
By:
Department Head
APPROVED AS TO FORM:
By:
Deputy City Attorney
RON TURLEY ASSOCIATES, LLC, a
Delaware limited liability company,
authorized to do business in California
By:
Print Name:
Title:
and
By:
Print Name:
Title:
CA #315153 RMS/jv 08/26/26
EXHIBIT “A”
SCOPE OF SERVICES
Ron Turley Associates, LLC. (RTA: The Fleet Success Company) 17437 N 71st Drive #110 Glendale, AZ 85308
www.rtafleet.com
Proposal to Provide
Fleet360 Implementation Support
Services
To the:
City of Riverside, CA
#20260706-160100810
July 2026
Submitted by:
Ron Turley Associates, LLC
17437 N. 71st Dr. #110
Glendale, AZ 85308
July 20, 2026
Joe Vieyra, General Services Director
General Services Department
City of Riverside
8095 Lincoln Avenue
Riverside, CA 92504
RE: Fleet360 Implementation Consulting Support Services Dear Joe,
Thank you for the opportunity to continue supporting the City of Riverside as you move forward with the implementation of Fleet360.
As discussed, the consulting services included in this proposal are intended to build upon the recommendations developed during the Fleet Operations Assessment and provide the technical guidance and analytical support necessary to ensure a successful implementation. The proposed tasks focus on developing the foundational business rules, replacement planning tools, chargeback models, motor pool rates, and preventive maintenance programs that will support the City's long-term fleet management objectives.
We appreciate the confidence the City has placed in RTA and look forward to continuing our partnership throughout the implementation process. If you have any questions regarding this proposal, please don't hesitate to contact me.
Sincerely
Tony Yankovich
Director of Fleet Consulting
Ron Turley Associates, LLC. (RTA: The Fleet Success Company) 17437 N 71st Drive #110 Glendale, AZ 85308
www.rtafleet.com
Proposal to Provide Fleet Management Consulting Services | i Table of Contents
Introduction......................................................................................................................................1 Scope of Work .............................................................................................................................1 Task 1: Fleet Consulting Support...................................................................................1 Task 2: Fleet Class Code Assignment.......................................................................... 2 Task 3: Replacement Cycle Recommendations....................................................... 3 Task 4: Long-Term Fleet Replacement Plan Development..............................3 Task 5: Service-Based Operating Chargeback Rate Development................4 Task 6: Motor Pool Rate Development...................................................................... 5 Task 7: Preventive Maintenance Checklist Development................................... 6 Task 8: Fleet360 Billing Implementation .................................................................. 7 Project Cost.................................................................................................................................8 Proposal to Provide Fleet Management Consulting Services | 1 Introduction
The City of Riverside recently completed a comprehensive Fleet Operations Assessment that identified numerous recommendations to improve fleet management practices, business processes, and long-term operational performance. As the City transitions to Fleet360, RTA's Fleet Consulting Team will provide specialized advisory services to ensure that system configuration, business processes, and supporting analytical tools are aligned with the recommendations of the assessment. This continuity between the consulting engagement and the Fleet360 implementation will help maximize the City's return on investment and accelerate realization of the operational improvements identified during the assessment.
Scope of Work
The following Scope of Work is presented in a structured sequence designed to support the requested Fleet360 implementation.
Task 1: Fleet Consulting Support
RTA's Fleet Consulting Team will provide ongoing advisory services throughout the implementation of Fleet360 to help ensure that the system configuration, business processes, and implementation decisions remain aligned with the recommendations, operational objectives, and future-state vision established during the City's Fleet Operations Assessment.
Working collaboratively with the City of Riverside and the Fleet360 implementation team, RTA consultants will serve as subject matter experts on fleet management best practices and the findings of the recently completed fleet assessment. RTA will also assist the City in translating the recommendations from the Fleet Operations Assessment into practical business processes, system configuration decisions, and implementation priorities.
Consulting support may include participation in implementation planning meetings, review of shop workflows, business processes, and standard operating procedures.
This task is intended to provide strategic fleet management oversight throughout the implementation process and to help ensure that the City fully realizes the operational benefits identified during the Fleet Operations Assessment. Services will be provided on an as-needed basis throughout the Proposal to Provide Fleet Management Consulting Services | 2 implementation period and coordinated with the City's project manager and the Fleet360 implementation team.
Level of Effort: RTA's Fleet Consulting Team will provide these services on an as-needed basis for a total level of effort not to exceed forty (40) hours. Any additional consulting services beyond 40 hours shall require the mutual written agreement of both parties prior to the performance of the additional work. Email correspondence confirming such authorization shall constitute acceptable written approval.
Task 2: Fleet Class Code Assignment
RTA will develop a standardized fleet class code structure for the City of Riverside using the City's updated fleet inventory. The classification structure will be based on RTA's standardized fleet classification methodology, which incorporates industry best practices and classification conventions commonly used throughout the fleet industry.
Following development and City review of the proposed class code structure, RTA will assign an appropriate fleet class code and corresponding class description to each asset included in the City's fleet inventory. Class code assignments will be based on the information contained within the fleet inventory and any supplemental information provided by City staff during the course of the project.
This task is intended to establish a consistent fleet classification structure that supports Fleet360 implementation, reporting, benchmarking, lifecycle analysis, replacement planning, budgeting, and long-term fleet management. The standardized class codes will also provide the foundation for consistent performance reporting and future analytical efforts.
Physical inspections, field verification, VIN decoding, or independent validation of vehicle and equipment specifications are not included within the scope of this task. If the information available for a particular asset is insufficient to support an accurate classification, RTA will provide the City with a list of assets requiring additional clarification prior to completing the final class code assignments.
Upon completion, the finalized fleet class code assignments will be provided to the Fleet360 implementation team for inclusion in the Fleet360 asset data conversion and import process.
Level of Effort: 28 hours
Proposal to Provide Fleet Management Consulting Services | 3 Task 3: Replacement Cycle Recommendations
Following completion of the fleet class code assignments described in Task 2, RTA will review the City's existing replacement criteria and develop recommended replacement guidelines for each fleet class. Recommendations will be established at the class code level and may include replacement criteria based on months in service, vehicle miles traveled, engine hours, or a combination thereof, as appropriate for each asset class.
Recommended replacement guidelines will be developed using industry best practices, benchmarking information, manufacturer considerations, and RTA's extensive experience assisting public fleet organizations with replacement planning and lifecycle management. The recommendations are intended to establish practical, standardized replacement criteria that support consistent fleet management, long-term capital planning, and effective utilization of Fleet360's replacement planning capabilities.
This task does not include a formal lifecycle cost analysis (LCA) or economic replacement analysis for individual asset classes. Accordingly, the recommended replacement criteria will not represent mathematically optimized replacement intervals based on total cost of ownership or lifecycle cost modeling. Should the City desire a formal lifecycle analysis for selected vehicle or equipment classes, RTA can perform that work as an additional service under a separate scope of work.
The finalized class-level replacement guidelines will be provided to the City and the RTA Fleet360 implementation team for configuration of replacement criteria within Fleet360 and will serve as the City's initial replacement planning framework.
Level of Effort: 24 hours
Task 4: Long-Term Fleet Replacement Plan Development
Building upon the recommendations developed during the recently completed Fleet Operations Assessment, RTA will develop an updated longterm fleet replacement plan using the City's current fleet inventory, the standardized fleet class codes established under Task 2, and the recommended class-level replacement guidelines developed under Task 3.
Unlike the replacement plan included in the Fleet Operations Assessment, which was prepared primarily to support strategic planning and funding discussions, this task will produce an implementation-ready replacement plan intended to serve as the City's working replacement planning document.
Proposal to Provide Fleet Management Consulting Services | 4 The replacement plan will evaluate each fleet asset using the updated inventory information and recommended replacement criteria to identify replacement timing and estimate annual capital replacement requirements over the planning horizon. The plan will also identify replacement backlog, projected replacement demand, and annual funding requirements to support a sustainable replacement program.
Should the analysis determine that the existing replacement backlog cannot be reasonably addressed within a single fiscal year, RTA will develop a modified implementation plan that strategically phases replacement of overdue assets over multiple years. The modified plan will balance operational risk, asset condition, replacement priorities, funding constraints, and the City's ability to implement a practical and financially sustainable replacement strategy while reducing the existing replacement backlog.
The completed replacement plan will be provided to the City in a Microsoft Excel workbook that includes, at a minimum, the updated fleet inventory, assigned fleet class codes, recommended replacement criteria, projected replacement year, estimated replacement costs, annual replacement funding requirements, and summary reporting suitable for capital planning, budgeting, and ongoing fleet management.
This task is separate from the Fleet360 implementation and is intended to provide the City with an updated, implementation-ready fleet replacement plan for ongoing capital planning and budgeting purposes.
Level of Effort: 54 hours
Task 5: Service-Based Operating Chargeback Rate Development RTA will develop a comprehensive service-based chargeback model for the City's fleet operation using activity-based costing principles to establish equitable, transparent, and financially sustainable operating rates for fleet services. The resulting rate structure will be designed to recover the operating costs associated with providing fleet services while allocating costs to departments based on the services they consume.
As part of this task, RTA will review the Fleet Division's operating budget and allocate applicable direct and indirect costs to the appropriate fleet services.
Cost allocations will be developed using generally accepted activity-based costing methodologies and will reflect the operational characteristics of the City's fleet program.
Proposal to Provide Fleet Management Consulting Services | 5 This task is limited to the development of operating chargeback rates and does not include the development of capital replacement funding rates or replacement reserve contributions.
RTA will identify and define the appropriate billable units of service for each operating fleet service, including, but not limited to, direct labor hours, parts sales volume, sublet repair expenditures, fuel dispensed, and fleet management administration. Using these service units, RTA will develop recommended rates for the following operating chargeback components:
Fully burdened shop labor rate
Parts markup
Sublet repair markup
Fuel markup
Fleet Management Administration (FMA) fee
The resulting rates will be suitable for implementation within Fleet360's billing and chargeback functionality.
RTA will develop and deliver the chargeback model in a Microsoft Excel workbook that documents the underlying calculations, cost allocations, service unit assumptions, and recommended rates. The workbook will be designed to allow the City to update future rates by modifying budget information, workload assumptions, and other key input variables as needed.
Level of Effort: 46 hours
Task 6: Motor Pool Rate Development
RTA will develop a schedule of rates for the City's shared-use motor pool that is compatible with Fleet360's Motor Pool module. The recommended rates will be designed to recover the cost of providing motor pool services while promoting equitable cost allocation among user departments.
As part of this task, RTA will review the operating costs associated with the motor pool program and develop rates for up to ten (10) unique motor pool vehicle classes, as needed. Rate calculations will incorporate both operating and capitalrelated costs, including maintenance and repair, fuel, replacement funding, depreciation or capital recovery, fleet management administration, and other applicable ownership and operating expenses.
RTA will also recommend the most appropriate billing methodology for each vehicle class (hourly, daily, mileage-based, or hybrid) to balance administrative Proposal to Provide Fleet Management Consulting Services | 6 simplicity, cost recovery, customer behavior, and compatibility with Fleet360 capabilities.
Level of Effort: 42 hours
Task 7: Preventive Maintenance Checklist Development
RTA will develop standardized preventive maintenance (PM) programs for the City's fleet vehicles and equipment. Rather than developing PM programs at the individual fleet class code level, assets will be grouped into logical vehicle and equipment categories that share similar maintenance requirements, utilization characteristics, and OEM maintenance recommendations. Each PM group may include multiple fleet class codes, as appropriate.
Recommended preventive maintenance intervals will be developed based on original equipment manufacturer (OEM) maintenance recommendations, fleet utilization patterns, operating environments, duty cycles, intended use, and RTA's extensive fleet management experience and industry best practices.
For each PM group, RTA will develop:
Recommended preventive maintenance service intervals (calendar time, vehicle miles, engine hours, and/or other applicable meter-based intervals).
Multi-level preventive maintenance schedules (e.g., PM-A, PM-B, PM-C, or equivalent service levels, as appropriate).
Comprehensive pass/fail inspection checklists for each preventive maintenance level.
Recommended inspection and service activities associated with each maintenance level.
Following completion of the fleet class code assignment task, RTA and the City will jointly identify and define the appropriate preventive maintenance groups for inclusion within the PM program. Upon completion, the finalized preventive maintenance schedules and inspection checklists will be developed and imported into Fleet360 as part of the system implementation process.
Level of Effort: Based on RTA's experience performing similar work for other fleet organizations, we estimate that development of the City's preventive maintenance program, including development and import of the associated preventive maintenance schedules and inspection checklists into Fleet360, will require approximately 325 consulting hours, assuming a maximum of Proposal to Provide Fleet Management Consulting Services | 7 twenty-five (25) unique preventive maintenance vehicle and equipment groups.
No additional fees will be incurred unless the City requests additional preventive maintenance groups beyond those included in this scope or otherwise materially changes the scope of work. Any additional services or associated fees will require the City's prior written authorization before such work is performed.
Task 8: Fleet360 Billing Implementation
RTA will configure and implement the Fleet360 billing module to support the City's internal cost recovery and customer billing operations. This task encompasses billing settings configuration, customer account structure setup, markup and rate configuration, custom billing rule development, export template and reporting setup, asset-level billing configuration, and administrator training.
Level of Effort: 52 hours
Proposal to Provide Fleet Management Consulting Services | 8 Project Cost
The fees outlined below cover professional services only and are based on RTA’s discounted professional services rate of $230 per hour. All work described in this proposal is expected to be completed remotely, and no on-site travel is anticipated as part of this scope. If on-site visits are requested by the City or determined to be necessary during the engagement, RTA will prepare a separate addendum addressing the additional scope and associated costs, including travel and expenses, for the City's approval before any such work is scheduled.
Task Task Description Hours Total
1 Fleet Consulting Support 40 $9,200
2 Fleet Class Code Assignment 28 $6,440
3 Replacement Cycle Recommendations 24 $5,520
4 Long-Term Fleet Replacement Plan
Development 54 $12,420
5 Service-Based Chargeback Rate
Development 46 $10,580
6 Motor Pool Rate Development 42 $9,660
7 Preventive Maintenance Checklist
Development 325 $74,750
8 Fleet360 Billing Implementation 52 $11,960
Total 611 $140,530
The services to be provided by RTA are limited to the tasks and deliverables expressly described in this Consulting Scope of Work. Any services requested by the City that are outside the scope of work described herein, or that require a material increase in the level of effort necessary to complete the agreedupon tasks, shall be considered additional services.
RTA will notify the City of any requested or required additional services and provide an estimate of the associated scope, schedule, and cost. No additional services will be performed, and no additional professional fees will be incurred, unless authorized in advance through the mutual written agreement of both parties. Email correspondence confirming such authorization shall constitute acceptable written approval.
Proposal to Provide Fleet Management Consulting Services | 9 The City may terminate this Scope of Work at any time upon written notice. In the event of termination, RTA shall be entitled to payment for all professional consulting services performed and reimbursable expenses incurred through the effective date of termination. For tasks that have not been completed as of the effective date of termination, compensation shall be based on the percentage of work completed.
EXHIBIT “B”
COMPENSATION
EXHIBIT “C”
KEY PERSONNEL
Shauna Barker, Account Executive