HomeMy WebLinkAboutA001 - Council Action Form dated June 24, 2025ITEM #:29
DATE:06-24-25
DEPT:PW
SUBJECT:APPROVAL OF AGREEMENT WITH ROADWAY MANAGEMENT
TECHNOLOGIES (RMT) FOR ROADWAY DATA COLLECTION SERVICES
COUNCIL ACTION FORM
BACKGROUND:
In order to plan effectively for maintenance and repair activities, it is important for the City to
maintain up-to-date data regarding pavement conditions on City streets. This data can assist
in identifying areas for preventative maintenance, measuring the effectiveness of various
repair techniques, and developing plans for larger reconstruction projects. Historically, the City
has relied on pavement condition data collected by the Iowa DOT for this analysis. However,
this data reflects a one-time snapshot of conditions, collected only available on a biennial
basis. Additionally, this data is primarily optimized for rural highways and interstates.
As part of the Ames Area MPO’s regional data collection initiatives, a formal Request
for Proposals (RFP) was issued to identify qualified vendors for roadway data
collection services. Two proposals were received—one from Roadway Management
Technologies (RMT) and one from Vialytics.
Proposals were evaluated by a team of four reviewers using weighted criteria: 70% for quality
and capabilities of proposed services, and 30% for project approach, implementation plan, and
vendor experience. RMT received the highest average score with a total of 92.5 points,
compared to Vialytics’ score of 79.5 points.
Staff has negotiated an agreement with RMT to provide an automated data collection platform
for pavement condition monitoring and road surface imaging. This technology passively
collects data through sensors installed on City-owned vehicles, transmitting results to a
centralized platform where they are processed and made available for analysis through an
online interface. In contrast to the existing data collection system, RMT’s platform provides
continuous condition data collection designed for complex urban street networks, where
frequent stopping and diverse pavement types require different evaluation methods.
These data collection services and the associated analytical platform will significantly
enhance the City’s ability to prioritize street improvements through the Capital
Improvements Plan and to guide targeted pavement preservation strategies within the
annual operating budgets.
The four-year agreement with RMT totals $78,750 annually and includes the full suite of data
collection hardware, installation, maintenance, and licensing services. The first-year term
begins August 1, 2025 and runs through July 31, 2026. Services will continue annually through
July 31, 2029, with the agreement automatically renewing each year thereafter, unless
terminated by either party with 30 days’ notice. The contract may also be canceled by the
City if future funds are not appropriated, with no penalty.
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The Ames Area MPO has committed to funding 80% of the annual cost using federal
transportation planning funds allocated in its annual Transportation Planning Work
Programs (TPWP). The remaining 20% local match is programmed each year in the
Engineering Division’s operating budget within the Public Works Department.
Fiscal
Year
Total
Cost
MPO Share
(80%)
City Share
(20%)Funding Sources
FY
2025/26 $78,750 $63,000 $15,750 MPO (PL Funds), Engineering
Operating Budget
FY
2026/27 $78,750 $63,000 $15,750 MPO (PL Funds), Engineering
Operating Budget
FY
2027/28 $78,750 $63,000 $15,750 MPO (PL Funds), Engineering
Operating Budget
FY
2028/29 $78,750 $63,000 $15,750 MPO (PL Funds), Engineering
Operating Budget
ALTERNATIVES:
1. Approve the agreement with Roadway Management Technologies for roadway data
collection services, beginning August 1, 2025.
2. Do not approve the agreement and provide direction to staff.
CITY MANAGER'S RECOMMENDED ACTION:
This contract provides a modern, cost-efficient means to monitor pavement condition
across the roadway network and supports data-driven decision-making for future
capital investments. Therefore, it is the recommendation of the City Manager that the City
Council adopt Alternative 1, as shown above.
ATTACHMENT(S):
RMT Contract - Ames Iowa 6.17.2025 v4.pdf
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ROADWAY MANAGEMENT TECHNOLOGIES
PO BOX 678325
Orlando, FL 32867
(501) 551-0780 | ROADMANTECH.COM
CONTRACT AGREEMENT
This Contract Agreement (“Agreement”) is made and entered into on this 1st,
day of July 2025, by and between Roadway Management Technologies, LLC,
an Arkansas limited liability company (“RMT”), and the City of Ames, a duly
constituted political subdivision of the state of Iowa (“Agency”).
1. Subscription Period and Fee. This Agreement shall have an initial term of
four (4) years, commencing on August 1, 2025 and concluding on July 31, 2029,
with an annual Subscription Fee (“Subscription Fee”) of $78,750. During the
initial term, the Agreement shall automatically renew for successive one (1)
year periods unless either party provides written notice of termination at least
thirty (30) days prior to the renewal date.
Upon the conclusion of the fourth (4th) year, this Agreement shall convert into
an evergreen contract, automatically renewing on an annual basis unless
either party provides written notice of termination at least thirty (30) days prior
to the renewal date.
Any prorated period identified in this agreement will be in addition to the
subscription period identified above and detailed by year in Attachment B. If a
prorated period is listed in Attachment B, the customer shall not be able to
cancel this agreement until the first-year subscription period listed in
Attachment B has been fulfilled.
2. Usage
a. Use Rights. During the Term and subject to the terms of this Agreement,
RMT hereby grants to Agency a non-exclusive, non-transferable, non-
sublicensable license to permit Agency's Users (as defined below) to use
hardware, support, and documentation provided by RMT (together referred to
as “Licensed Materials”) as well as RMT’s online software and services (together
referred to as “Software”) for operating purposes. Said use rights are non-
transferable, except in the event of a voluntary transfer of substantially all
assets by Agency to a transferee which executes RMT’s form of agreement
agreeing to be bound by all of the terms and conditions of this Agreement. All
rights in and to Software, intellectual property, and Licensed Materials owned
by RMT not expressly granted herein are reserved to RMT.
b. License and Use Restrictions. Agency shall not, directly, indirectly, alone,
or with another party, (i) copy, disassemble, reverse engineer, decompile or
otherwise attempt to discover the source code, object code or underlying
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structure, ideas, know-how or algorithms relevant to the Licensed Material or
Software; (ii) modify, create derivative works based upon, or translate the
Licensed Material or Software; (iii) license, sell, rent, lease, transfer, grant any
rights in or otherwise commercially exploit Licensed Material or Software in
any form to any third party or otherwise use the Licensed Material or Software
for the benefit of any third party; or (iv) remove any proprietary notices or labels
from the Licensed Materials or Software, nor shall Agency attempt to do any of
the foregoing or cause or permit any third party to do or attempt to do any of
the foregoing, except as expressly permitted hereunder.
RMT shall own all right, title and interest in and to all intellectual property rights
(including all derivatives or improvements thereof) in Licensed Material and
Software and any suggestions, enhancement requests, feedback,
recommendations, or other information provided by Agency or any of Agency's
Users relating to the Licensed Material and Software.
c. Agency Responsibility. Agency is solely responsible for the content of
communications transmitted by Agency using the Software. Agency is not
permitted to resell the Licensed Materials or Software. Agency shall use the
Licensed Materials and Software only for lawful purposes. To the extent
deemed necessary by Agency, Agency shall implement security procedures
necessary to limit access to the Licensed Materials and Software to Agency’s
authorized users and shall maintain a procedure external to the Software for
reconstruction of lost or altered files, data, or programs.
d. Data. All data collected by the Licensed Material and Software is owned
by RMT from the perspective of use, analysis, and distribution, subject to the
Agency’s rights of access and retention. RMT agrees that the Agency has
unlimited access to the raw data collected from its systems and may use or
disclose it as required by law, including compliance with public disclosure
duties and federal grant requirements.
RMT will not delete or destroy the data without first offering the Agency a copy.
Upon termination of this Agreement, RMT agrees to retain the data for a period
of 12 months to ensure the Agency has ample opportunity to request a backup.
During this period, the Agency may access its data upon request. RMT will not
unreasonably withhold or limit the Agency’s access to the data during the term
of this Agreement or the retention period.
Both parties agree to cooperate in compliance with public disclosure laws and
federal recordkeeping requirements. RMT retains the right to use the data for
its own purposes, including but not limited to research, analysis, and reporting,
provided such use does not infringe upon the Agency’s confidentiality
obligations or legal rights.
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All rights, title, and interest in and to the Licensed Material—including all
copyrights, patents, trademarks, service marks, trade secrets, and other
intellectual property or proprietary rights—are and shall remain the exclusive
property of RMT. Any modifications, enhancements, or derivative works
created by the Agency, directly or indirectly, that extend or build upon the
Licensed Material’s current capabilities shall also become the exclusive
property of RMT. The Agency hereby assigns all such rights, including any
copyrights or other IP rights, to RMT. This provision does not limit the Agency’s
rights to access and utilize data collected by the Licensed Material, as set forth
above.
e. System Administrator; User Access. Agency shall designate one or more
system administrators (“System Administrators”). System Administrators shall
be responsible for managing access to the Licensed Materials and Software by
designated Agency personnel (“Users”), including adding and subtracting
Users, resetting passwords, as well as being a regular point of contact for RMT.
The System Administrator shall ensure that multiple Users do not share a
password or username. Agency acknowledges and agrees that it is prohibited
from sharing passwords and/or usernames with unauthorized users.
The System Administrator is the first point of contact for any administrative
issues Users may experience within the system. If the System Administrator is
unsuccessful in correcting the issue the System Administrator needs to
contact RMT for assistance.
f. Security. Agency is solely responsible for maintaining the security of all
usernames and passwords granted to it, for the security of its information
systems used to access the System, and for its Users’ compliance with the
terms of this Agreement. RMT will act as though any electronic
communications it receives under Agency's usernames have been sent by
Agency. Agency will immediately notify RMT if it becomes aware of any loss or
theft or unauthorized use of any of Agency's passwords or usernames. RMT has
the right at any time to terminate or suspend access to any User or to Agency
if RMT believes in good faith that such termination or suspension is necessary
to preserve the security, integrity, or accessibility of Software or RMT's network.
3. Termination
a. General - If a party fails to perform or observe any material term or
condition of this Agreement and the failure continues unremedied for
fourteen (14) days after receipt of written notice (email or otherwise), (i) the
other party may, in addition to any other remedies it may have, suspend or
terminate this agreement, or (ii) where the failure is a nonpayment by Agency
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of any charge when due, RMT may, in addition to any other remedies it may
have, at its option, terminate or suspend access to or usage of the Licensed
Materials and Software with or without any notice. This Agreement may be
terminated immediately upon written notice by either party if the other party
becomes insolvent or involved in a liquidation or termination of business, files
a bankruptcy petition, has an involuntary bankruptcy petition filed against it (if
not dismissed within thirty days of filing), becomes adjudicated bankrupt, or
becomes involved in an assignment for the benefit of its creditors. Agency shall
be responsible for payment of all charges under a terminated Agreement
incurred as of the effective date of termination.
b. Non-Appropriation - Agency reserves the right to terminate this
Agreement without penalty, which shall include the annual Subscription Fee,
if funds are not appropriated for this Agreement in the fiscal year budget.
Agency agrees to use best efforts to obtain appropriation in the full amount
required under this Agreement.
c. Survival – All provisions of this Agreement which by their nature should
survive termination will survive termination, including, without limitation,
accrued rights to payment, confidentiality obligations, warrant disclaimers and
limitations of liability.
4. Billing and Payment
a. Agency shall pay to RMT a subscription fee (“Subscription Fee”) for the
Initial Term in the amount entered and agreed to pursuant to the Pricing Sheet
(attached hereto as Attachment B).
b. The Subscription Fee for each Renewal Term shall be due to RMT on the
first business day of each such Renewal Term annotated on the Pricing Sheet
(attached hereto as Attachment B).
c. The Subscription Fee will remain fixed during the initial four-year term
unless there is an increase in the number of units or scope of services
requested by Agency. Upon renewal after the fourth (4th) year, RMT reserves
the right to adjust pricing with at least thirty (30) days’ written notice to the
Agency. Upon each subsequent renewal following the initial 4-year term, RMT
will not increase price greater than 15% per year for the product purchased for
the initial term of the contract. Note this pricing limit does not include
additional products that RMT might offer.
d. The amount of the Subscription Fee does not include any applicable taxes.
Agency is responsible for any and all applicable taxes.
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e. Any additional payment terms between parties shall be agreed to in
writing and set forth in an invoice, billing agreement, or other written
document.
f. Unpaid amounts and late payments are subject to a finance charge of 1.5%
per month on any outstanding balance, or the maximum permitted by law,
whichever is lower, plus all expenses of collection. At RMT’s discretion, this
Agreement and access to and usage of the Licensed Materials and Software
may be terminated if payments are not received within the terms, after serving
a fourteen (14) day notice via email or fax.
g. Initial invoice will be sent to Agency 60 days prior to installation. Payment
is required in full prior to installation. If desired, Agency may request invoice at
any time prior to the 60-day installation timeline to process payment sooner.
h. If Agency believes that RMT has billed Agency incorrectly, Agency must
contact RMT no later than 60 days after the closing date on the first invoice or
billing statement in which the error or problem appeared, in order to receive
an adjustment or credit.
i. If RMT dispatches service personnel for repairs after the initial installation
and determines the issue was caused by the Agency changing programmed
information (SSID and password), intentional misalignment of cameras, or
gross negligence, the Agency shall be responsible for all associated travel
expenses, parts, and labor required to correct the issue(s).
5. Services
a. Passive Road Surveying
i. RMT will provide proprietary sensors that will be mounted
underneath agency-owned vehicles.
1. Vehicles will be pre-determined collectively by RMT and
Agency.
2. RMT will perform initial installation and train Agency
Mechanic on installation of sensors - each sensor can be
easily installed in approximately 30 minutes once installer is
sufficiently trained.
A. If Agency has no Mechanic on staff, RMT will send their
field installer or work with a local shop for replacement
installation in the event any sensors are damaged. This
service will be quoted and priced separately, if needed.
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ii. RMT will need access to an existing internet signal but will not and
cannot obtain any information regarding data sent through
internet signal.
1. Agency shall make its own arrangements to ensure Wi-Fi
connectivity in parking locations at its own expense.
2. At Agency’s request, RMT will install routers, signal
extenders, or access points to ensure WiFi connectivity in
parking lots where vehicles will be parked each night. This
service will be quoted and priced separately, if needed. If
RMT performs the installation Agency is financially
responsible for routers, signal extenders, or access points
once installed.
A. Installation of internet hardware will be done under
supervision of Agency Administration.
iii. While vehicles are used in day-to-day operation, sensors will read
vibrations in the road to determine road quality.
iv. When vehicles are parked in a WiFi-connected parking spot, data
from sensors will be sent to RMT servers, where data will be
automatically evaluated by RMT’s proprietary algorithm.
v. Information regarding road quality (as compared to other roads in
Agency) will be overlayed on a map interface available through
RMT’s website login portal.
1. Information may be filtered to show the worst/best roads in
Agency.
2. Street view images of network roads can be viewed via map.
A. Camera images are updated each time a vehicle
travels a road (in increments of 30 days).
6. Agency Responsibilities
a. Onboarding
i. A successful onboarding experience requires effective
communication. As such, Agency shall identify a primary and
alternate point of contact to RMT. That point of contact will be
RMT’s touchpoint for communicating all onboarding
requirements and milestones. Attachment C contains a list of
items by priority which are required for onboarding new
customers. Installation dates will be agreed upon once Agency has
provided all information contained in Attachment C.
ii. Agency will be responsible for attending an Initial Onboarding
Kickoff meeting where Attachment C will be reviewed in detail.
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Weekly sync meetings will be required to assist with training,
ensure milestones are met, and schedule equipment installation.
Once installation is complete, RMT and the customer will agree on
a cadence of meetings to ensure successful implementation of
RMT’s platform across the customer’s staff. Milestones for each
meeting are described below.
1. Initial Onboarding Kickoff Meeting:
A. Introduction and exchange of contact information.
B. RMT will outline the onboarding process.
C. Agency will be provided templates to populate their
Agency specific data with a suspense date (Users list,
vehicle information, WiFi info, etc.).
D. Vehicle installation dates will be discussed (primary
and alternate).
2. Weekly Meetings Throughout Onboarding (topics not all
inclusive and dependent on onboard status):
A. Confirm vehicle installation dates.
B. Confirm WiFi information (see paragraph 6.b.).
C. Confirm successful User access through log in data.
D. Review RMT platform and discuss any issues Agency
may have.
E. Confirm all hardware has been installed and working
properly.
F. Introduce RMT’s Customer Service/Maintenance
Account Executive who will handle all future
interactions for the life of the contract.
b. WiFi
i. Agency shall provide RMT with internet service details, to include
SSID and password. This information is preloaded into the
RoadRunner hardware that will be installed on Agency vehicles.
Please note, our systems do not support WPA3.
ii. Agency shall ensure WiFi signal is strong enough to reach area
where RoadRunner enabled vehicles are parked to ensure
successful upload of data each evening.
1. If RoadRunner enabled vehicles are parked in multiple areas
each area must have the same internet service details.
Different internet service details (username and password)
will adversely affect the RoadRunner system from uploading
properly.
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iii. Agency shall notify RMT prior to any changes made to internet
service (new service provider, password changes, router upgrades,
etc.). Changes of this nature will disable the RoadRunner systems’
ability to connect to the WiFi and upload data.
1. In the event these changes occur, RMT will need to
reprogram each RoadRunner system and a service charge
will be applied to Agency account during next billing cycle.
Note: Installation will not occur until payment, WiFi information, and fleet lists
are received.
c. Sell, Auction, Junked Vehicle with RMT Hardware/Devices
i. Agency shall remove all RMT hardware/devices (RoadRunner,
Fleet Management Devices, etc.) from Agency vehicles prior to
selling, auctioning, wrecked/junked, etc., and return those items
to RMT.
1. In the event RMT hardware/devices are not returned
Agency will be charged the following per device:
A. RoadRunner system: $1,500 per device
B. Fleet Management system: $1,000 per device
d. iPads / Field Tablets
i. Agencies can purchase iPads outright in their initial customer
agreement or anytime thereafter. If an iPad is damaged or lost
Agency is responsible for full replacement costs.
1. Agency’s primary or alternate point of contact shall inform
RMT of the damaged item, to include the IMEI and serial
#, so RMT can facilitate a replacement order. Agency shall
return damaged item to RMT via mail post notification.
RMT will have replacement item shipped to Agency.
7. Representations, Warranties and Disclaimer
a. General. Each party represents and warrants that it has the right and
authority to enter into this Agreement, and that by entering into this
Agreement, it will not violate, conflict with or cause a material default under
any other contract, agreement, indenture, decree, judgment, undertaking,
conveyance, lien or encumbrance to which it is a party or by which it or any
of its property is or may become subject or bound.
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b. Compliance with the Laws. Each party represents and warrants that
no additional consent, approval, or authorization of or designation,
declaration or filing with any governmental authority is required in
connection with the valid execution, delivery, and performance of this
Agreement. Each party shall, at its own expense, comply with all laws,
regulations and other legal requirements that apply to it and this
Agreement, including copyright, privacy, and communications decency
laws.
c. Acceptable Use. Agency is solely responsible for the content of any
postings, data, or transmissions using the Software, or any other use of the
Software by Agency or by any person or entity Agency permits to access the
Software. Agency represents, covenants and warrants that it will not,
directly or indirectly:
(i) use the Licensed Materials or Software in a manner that: (a) is
prohibited by any law or regulation, or to facilitate the violation of any law
or regulation; or (b) will disrupt a third parties’ similar use of Licensed
Materials or Software;
(ii) violate or tamper with the security of any RMT computer
equipment or program.
Although RMT has no obligation to monitor Agency’s use of the Licensed
Materials or Software, if RMT has reasonable grounds to believe that Agency
is utilizing the Licensed Materials or Software for any such illegal or
disruptive purpose, RMT may suspend access to or usage of the Licensed
Materials or Software immediately with or without notice to Agency. RMT
may terminate the Agreement as contemplated in Section 3 if Agency in
fact fails to adhere to the foregoing acceptable use standards.
DISCLAIMER. THE WARRANTIES SET FORTH IN SECTION 7 ARE THE ONLY
WARRANTIES MADE BY RMT. RMT DOES NOT WARRANT THAT USE OF THE
LICENSED MATERIALS AND SOFTWARE WILL BE UNINTERRUPTED OR
ERROR-FREE; NOT DOES IT MAKE ANY WARRANTY AS TO THE RESULTS
THAT MAY BE OBTAINED FROM USE OF THE LICENSED MATERIALS OR
SOFTWARE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE LICENSED
MATERIALS AND SOFTWARE ARE PROVIDED “AS IS,” AND TO THE
MAXIMUM EXTENT PERMITTED BY LAW, RMT MAKES NO OTHER
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE
LICENSED MATERIALS, SOFTWARE AND ANY RELATED SERVICE OR
SOFTWARE. RMT HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES,
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EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT OR IMPLIED WARRANTIES ARISING
FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. NO ORAL
OR WRITTEN INFORMATION GIVEN BY RMT, ITS EMPLOYEES, LICENSORS,
VENDORS OR THE LIKE WILL CREATE A WARRANTY.
8. Limitation of Liability. Excluding the liability under the section entitled
“NO INFRINGEMENT” below, UNDER NO CIRCUMSTANCES WILL RMT OR
ANYONE ELSE INVOLVED IN ADMINISTERING, DISTRIBUTING OR
PROVIDING THE LICENSED MATERIALS OR SOFTWARE BE LIABLE FOR
ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE
LICENSED MATERIALS OR SOFTWARE, INCLUDING BUT NOT LIMITED TO
LOSS OF REVENUE OR LOST PROFITS, OR DAMAGES THAT RESULT FROM
MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL,
ERRORS, DEFECTS, VIRUSES, INACCURACY OR CORRUPTION OF DATA,
DELAYS IN OPERATION OR TRANSMISSION, FAILURE OF PERFORMANCE,
THEFT, DESTRUCTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS,
SERVICES OR TECHNOLOGY, UNAUTHORIZED ACCESS TO RMT’S
RECORDS, PROGRAMS OR SERVICES, OR ANY MATTER BEYOND RMT’S
REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF ANY BREACH BY
RMT OF THIS AGREEMENT, RMT’S LIABILITY TO AGENCY WILL NOT EXCEED
THE AMOUNT PAID TO RMT BY AGENCY DURING THE TWELVE (12)
MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.
9. Confidential Information
a. Definition. For purposes of this Agreement, “Confidential Information”
shall mean information including, without limitation, all RMT data,
computer programs, code, algorithms, names and expertise of employees
and consultants, know-how, formulas, processes, ideas, inventions (whether
patentable or not), schematics and other technical, business, financial and
product development plans, forecasts, strategies and information marked
“Confidential”, or if disclosed verbally, is identified as confidential at the time
of disclosure. In addition to the foregoing, Confidential Information shall
include third party software, if any, that may be provided to Agency under
this Agreement, including any related source or object codes, technical
data, data output of such software, documentation, or correspondence
owned by the applicable licensor. Confidential Information excludes
information that: (i) was or becomes publicly known through no fault of the
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receiving party; (ii) was rightfully known or becomes rightfully known to the
receiving party without confidential or proprietary restriction from a source
other than the disclosing party; (iii) is independently developed by the
receiving party without the participation of individuals who have had
access to the Confidential Information; (iv) is approved by the disclosing
party for disclosure without restriction in a written document which is
signed by a duly authorized officer of such disclosing party; and (v) the
receiving party is legally compelled to disclose; provided, however, that
prior to any such compelled disclosure, the receiving party will (a) assert the
privileged and confidential nature of the Confidential Information against
the third party seeking disclosure and (b) cooperate fully with the disclosing
party in protecting against any such disclosure and/or obtaining a
protective order narrowing the scope of such disclosure and/or use of the
Confidential Information. In the event that such protection against
disclosure is not obtained, the receiving party will be entitled to disclose the
Confidential Information, but only as, and to the extent, necessary to legally
comply with such compelled disclosure. Notwithstanding anything to the
contrary contained herein, the parties acknowledge that the City of Ames
must comply with the provisions of Iowa’s Open Record Law.
b. Nondisclosure. During the term of this Agreement and for a period of
five (5) years thereafter, each party agrees to maintain all Confidential
Information in confidence to the same extent that it protects its own similar
Confidential Information, but in no event using less than reasonable care,
and to use such Confidential Information only as permitted under this
Agreement. Each party agrees to only disclose the other party’s Confidential
Information to its employees: (a) with a need to know to further permitted
uses of such information; and (b) who are informed of the
nondisclosure/non-use obligations imposed by Section 9. Both parties shall
take steps that each determines appropriate to implement and enforce
such non-disclosure/non-use obligations. Notwithstanding anything to the
contrary contained herein, the parties acknowledge that the City of Ames
must comply with the provisions of Iowa’s Open Record Law.
c. Terms of Agreement Confidential. Each of the Parties agrees not to
disclose to any third party the terms of this Agreement, including pricing,
without the prior written consent of the other party hereto, except to
advisors, investors, and others on a need-to-know basis under
circumstances that reasonably ensure the confidentiality thereof, or to the
extent required by law. Notwithstanding the foregoing, RMT agrees that the
City may disclose this agreement, including its terms and pricing, as part of
any public City Council meeting agenda, Council Action Form, or other
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required public record. Notwithstanding anything to the contrary
contained herein, the parties acknowledge that City of Ames must comply
with the provisions of the Iowa’s Open Record Law.
d. Injunctive Relief. In the event of an actual or threatened breach of the
above confidentiality provisions, the non-breaching party will have no
adequate remedy at law and will be entitled to immediate injunctive and
other equitable relief, without bond and without the necessity of showing
actual money damages.
10. Accessibility/Performance. RMT shall use commercially reasonable
efforts consistent with prevailing industry standards to maintain the
Licensed Materials and Software in a manner which minimizes errors and
interruptions with respect to the Licensed Materials and Software. The
Licensed Materials and Software shall be available on a continuous basis
(twenty-four hours per day, seven days per week) during the Term, except
for: (i) scheduled maintenance, system back-up or other on-going
maintenance as required and scheduled in advance by RMT, (ii)
unscheduled emergency maintenance, either by RMT or by third-party
providers, or (iii) for any unforeseen cause beyond RMT’s reasonable control,
including but not limited to internet service provider or communication
network failures, outages of third-party connections or utilities, denial of
service attacks or similar attacks, or any Force Majeure Events as stated in
Section 11. RMT shall use reasonable efforts to provide advance notice in
writing or by email of any scheduled service disruptions. RMT will monitor
performance indicators on the systems network infrastructure in order to
gauge the overall performance of its hosting services and will take
reasonable steps to address systems and network infrastructure as required
to maintain satisfactory performance of the Software. RMT further reserves
the right to monitor and reasonably restrict Agency’s ability to access or use
the Licensed Materials and Software if Agency is using excessive computing
resources which are impacting the performance of the Licensed Materials
or Software for other subscribers. RMT agrees to notify Agency in cases
where it restricts such use and use good faith efforts to determine an
appropriate alternative or work-around solution.
11. General Provisions & Force Majeure/Beyond Control
a. This Agreement, including any amendments and attachments hereto
that are incorporated herein, constitutes the entire agreement between the
parties and supersedes and cancels all previous written and oral
agreements, communications and other understandings related to the
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subject matter of this Agreement and shall be binding on the parties when
accepted by Agency. No amendment, modification, termination, or waiver
of any provisions of this Agreement shall be binding upon any party hereto
unless in writing and signed in person or electronically by a person
authorized by the relevant party(ies). No provision of any purchase order or
other document issued by Agency, which purports to alter, vary, modify, or
add to the provisions of this Agreement, shall be binding upon RMT or
effective for any purpose, unless accepted by RMT in writing. It is further
expressly understood and agreed that there being no expectations to the
contrary between the parties, no usage of trade or other regular practice or
method of dealing either within the computer software industry, RMT’s
industry or between the parties shall be used to modify, interpret,
supplement, or alter in any manner the express terms of this Agreement or
any part thereof.
b. Nothing contained in this Agreement shall be construed as creating a
joint venture, partnership, or employment relationship between the parties,
nor shall either party have the right, power, or authority to bind the other or
otherwise create any obligation or duty, express or implied, on behalf of the
other.
c. The Licensed Materials shall not be exported or re-exported in violation
of any export provisions of the United States or any other applicable
jurisdiction.
d. This Agreement may not be assigned, sublicensed, or transferred, in
whole or in part, by Agency without the prior written consent of RMT. Any
attempted assignment, subletting or transfer not in compliance with the
foregoing shall be void. RMT may transfer and assign any of its rights and
obligations under this Agreement without consent.
e. If any provision or provisions of this Agreement shall be held to be
invalid, illegal, or unenforceable, the validity, legality, and enforceability of
the remaining provisions shall not in any way be affected or impaired
thereby.
f. In any action or proceeding to enforce rights under this Agreement, the
prevailing party will be entitled to recover costs and attorneys’ fees.
g. All notices provided under this Agreement shall be in writing and will
be deemed to have been duly given (i) when received, if personally
delivered, (ii) when receipt is electronically confirmed, if transmitted by
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facsimile or email, (iii) the day after it is sent, if sent for next day delivery by
recognized overnight delivery service, and (iv) upon receipt, if sent by
certified or registered mail, return receipt requested.
h. This Agreement shall be governed by the laws of the State of Iowa
without regard to its conflict of laws provisions.
i. No delay or failure of RMT or Agency in exercising any right herein and
no partial or single exercise thereof shall be deemed of itself to constitute a
waiver of such right or any other rights herein. Any waiver by RMT or Agency
of any breach of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent or other breach.
j. In the event that either party hereto is unable to perform any of its
obligations under this Agreement or to enjoy any of its benefits because of
natural disaster, terrorism, fire, explosion, power blackout, earthquake,
flood, the elements, strike, embargo, labor disputes, acts of civil or military
authority, war, acts of god, acts or omissions of carriers or suppliers, acts of
regulatory or governmental agencies, actions or decrees of governmental
bodies or communication line failure not the fault of the affected party or
other causes beyond such party’s reasonable control (a “Force Majeure
Event”) the party who has been so affected shall immediately give notice to
the other party and shall do everything possible to resume performance.
Upon receipt of such notice, all obligations under this Agreement shall be
immediately suspended. If the period of nonperformance exceeds fourteen
(14) days from the receipt of notice of the Force Majeure Event, the party
whose ability to perform has not been so affected may by giving written
notice immediately terminate this Agreement as provided in Section 3.
k. On RMT’s request, no more frequently than annually, Agency shall
furnish RMT with a signed certification (i) verifying that the Licensed
Material is being used pursuant to the terms of this Agreement and (ii)
listing the locations where the Licensed Material is being used.
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l. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original, and each of which together shall
constitute a single instrument.
___________________________ SIGN: ________________________________
_Candler McCollum________________ NAME: _____________________________________
_Chief Executive Officer_____________ TITLE: ______________________________________
___________________________ DATE: _______________________________ 6/17.2025
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ATTACHMENT A
COST ELEMENT FOR ROADWAY DATA, WORK ORDER, INVENTORY MANAGEMENT
SOFTWARE, AND EQUIPMENT DEVICE PACKAGE
1. Annual Software Licenses Total…………………………………………………………………………….……………….$78,750 .00
1. Passive Road Survey Software License………………………………………………………..……………..…$78,750.00
2. Annual Maintenance Fee…………………………………………………………….. Included with Software Licenses
3. Hardware Installation Cost………………………………………………………….. Included with Software Licenses
4. End User Remote Training- total of 24 hours………………………………. Included with Software Licenses
5. Tech Support: 7am-6pm CST……………………………………………………….. Included with Software Licenses
2. Cost of Equipment
1. RoadRunner Road Survey Hardware……………………......................... Included with Software Licenses
2. Road Imaging Hardware……………………………………………………………… Included with Software Licenses
Optional Elected Integration Services:
1. Additional Devices
(A) *iPad 9th Gen 10.2 inch Tablet with unlimited data………………………*$525.00 per unit per year
(B) Additional Add-Ons
i. *Tablet Rugged Case…………...…………………………………………………………………….. *$50 per unit
ii. *Tablet Vehicle Mount……………………………………………………………………………….. *$85 per unit
2. Cost of Legacy System Data Migration (40 hrs)…….…...…….…………………… Included with Software Licenses
1. *Additional Integration/Migration…………………………………………………………………... *$150.00 per hour
3. Custom Development
1. *Custom Development………………………………………..…………………………………….. *$10,000 per 40 hours
2. *Custom Development: Major Features…………….…………………………………….. *$30,000 per 160 hours
4. End User Remote Training (24 hrs) ……………………….…...…….…………………..Included with Software Licenses
1. *Additional On-Site Training…………………………….………………… *$3,200.00 per 16 hour session
NOTE: * = optional Add-On
Total Annual Base Cost (Licenses, Maintenance, Fleet and Survey Hardware, Installation, Remote Training): $78,750.00
Add-On Cost (tablets, accessories, additional integration, or training hours): Dependent on Agency Selections
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ATTACHMENT B
Roadway Management Technologies, LLC
PO Box 678325, Orlando, FL 32867
Pricing Sheet
City of Ames, Iowa
515 Clark Ave.
Ames, Iowa. 50010
Service Price Qty Extended Price
(Period)
$78,750.00 1 $78,750.00
TOTAL $78,750.00
Refer to the previous pages for service details. Billing occurs at the beginning of each period.
Hardware Installation Period: Dates will be determined once Agency has provided all information
contained in Attachment C.
Subscription Periods: Pro Rated Period: 08/1/25 - 07/31/26 (midnight) Total: $78,750.00
08/1/26 - 07/31/27 (midnight) Total: $78,750.00
08/1/27 - 07/31/28 (midnight) Total: $78,750.00
08/1/28 - 07/31/29 (midnight) Total: $78,750.00
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ATTACHMENT C
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