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HomeMy WebLinkAbout2016-197-E AMS - CST Fleet Services for Fleet Mgmt. Internal Services Fund Analysis DocuSign Envelope ID: C9602884-99B7-4D01-8E6D-E5DB069ABB26 [Departmental Use Only] TITLE Fleet ISF Analysis FY FY2015-16 NORTH CAROLINA CONSULTING SERVICES AGREEMENT UNDER$90,000 ORANGE COUNTY This Agreement, made and entered into this 1st day of April, 2015, ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina(hereinafter, the "County") and CST Fleet Services, (hereinafter,the "Consultant"). WITNESSETH: That the County and Consultant, for the consideration herein named, do hereby agree as follows: ARTICLE 1 SCOPE OF WORK 1.1 Scope of Work 1.1.1 This Services Agreement ("Agreement") is for professional consulting services to be rendered by Consultant to County with respect to (insert type of project)Orange County Fleet Management Internal Services Fund Analysis, Review and Recommendations 1.1.2 By executing this Agreement, the Consultant represents and agrees that Consultant is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent,professional and timely manner. 1.1.3 Time is of the essence with respect to this Agreement. 1.1.4 The services to be performed under this Agreement consist of Basic Services, as described and designated in Article 3 hereof. Compensation to the Consultant for Basic Services under this Agreement shall be as set forth herein. ARTICLE 2 RESPONSIBILITIES OF THE CONSULTANT 2.1 Services to be Provided. The Consultant shall provide the County with all services required in Article 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. 2.2. Standard of Care 2.2.1 The Consultant shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Consultant practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Consultant is solely responsible for the professional quality, accuracy and timely completion and submission Revised 1/16 1 DocuSign Envelope ID: C9602884-99B7-4D01-8E6D-E5DB069ABB26 of all reports, drawings, specifications, plans, documents and services (hereinafter "Deliverables")related to the Basic Services. 2.2.2 The Consultant shall be responsible for all errors or omissions, in the deliverables prepared by the Consultant. 2.2.3 The Consultant shall correct at no additional cost to the County any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts in any Deliverables prepared by the Consultant. 2.2.4 The Consultant shall assure that all Deliverables prepared by it hereunder are in accordance with applicable laws, statutes, and that any necessary or appropriate applications for approvals are submitted to federal, state and local governments or agencies in a timely manner so as not to delay the Project. 2.2.5 The Consultant shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. 2.2.6 Any and all employees of the Consultant engaged by the Consultant in the performance of any work or services required of the Consultant under this Agreement, shall be considered employees or agents of the Consultant only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Consultant. 2.2.7 Consultant agrees that Consultant and its subcontractors, if any, shall be required to comply with all federal, state and local antidiscrimination laws, regulations and policies that relate to the performance of Consultant's services under this Agreement. 2.2.8 If activities related to the performance of this agreement require specific licenses, certifications, or related credentials Consultant represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. ARTICLE 3 BASIC SERVICES 3.1 Basic Services 3.1.1 The Consultant shall perform as Basic Services the work and services described herein and as described in Exhibit A. ARTICLE 4 DURATION OF SERVICES 4.1 Scheduliniz of Services Revised 1/16 2 DocuSign Envelope ID: C9602884-99B7-4D01-8E6D-E5DB069ABB26 4.1.1 The Consultant shall schedule and perform its activities in a timely manner. 4.1.2 Should the County determine that the Consultant is behind the agreed upon schedule, it may require the Consultant to expedite and accelerate his efforts, including providing additional resources and working overtime, as necessary, to perform his services in accordance with the approved project schedule at no additional cost to the County. 4.1.3 The Commencement Date for the Consultant's Basic Services shall be April 1, 2016. ARTICLE 5 COMPENSATION 5.1 Compensation for Basic Services 5.1.1 Compensation for Basic Services shall include all compensation due the Consultant from the County for all services under this Agreement except for any authorized Reimbursable Expenses which are defined herein. The maximum amount payable for Basic Services is Forty Thousand Two Hundred and Ten Dollars ($40,210). Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. ARTICLE 6 RESPONSIBILITIES OF THE COUNTY 6.1 Cooperation and Coordination 6.1.1 The County has designated Jeff Thompson to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 6.1.2 The County shall be solely responsible for determining whether Consultant as satisfactorily completed Tasks. It is agreed that County shall not unreasonably withhold its determination of satisfactory completion of any Task. In the event the amount of an invoice is disputed County may withhold payment until the dispute is resolved by the parties. County may also withhold payment on an invoice until the satisfactory completion of a Task by Consultant. ARTICLE 7 INSURANCE AND INDEMNITY 7.1 General Requirements 7.1.1 Consultant shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, Professional Liability Insurance, and any additional insurance as may be required by Owner's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountyne.gov/departments/purchasing division/contracts.php). If Owner's Risk Manager determines additional insurance coverage is required such additional insurance Revised 1/16 3 DocuSign Envelope ID: C9602884-99B7-4D01-8E6D-E5DB069ABB26 shall be designated here N/A (if no additional insurance required mark N/A as being not applicable). Consultant shall not commence work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 7.2 Indemnity 7.2.1 The Consultant agrees to indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from bodily injury including death or property damage to any person or persons caused in whole or in part by the negligence or misconduct of the Consultant except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Consultant to indemnify the County to the fullest extent permitted under North Carolina law. ARTICLE 8 AMENDMENTS TO THE AGREEMENT 8.1 Changes in Basic Services 8.1.1 Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Consultant. The Consultant shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. ARTICLE 9 TERMINATION 9.1 Termination for Convenience of the County 9.1.1 This Agreement may be terminated without cause by the County and for its convenience upon seven(7)days prior written notice to the Consultant. 9.2 Other Termination 9.2.1 The Consultant may terminate this Agreement based upon the County's material breach of this Agreement; provided the County has not taken all reasonable actions to remedy the breach. The Consultant shall give the County seven(7) days' prior written notice of its intent to terminate this Agreement for cause. 9.3 Compensation After Termination 9.3.1 In the event of termination, the Consultant shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Consultant. 9.3.2 Should this Agreement be terminated, the Consultant shall deliver to the County within seven (7) days, at no additional cost, all Deliverables including any electronic data or files relating to the Project. 9.4 Waiver Revised 1/16 4 DocuSign Envelope ID: C9602884-99B7-4D01-8E6D-E5DB069ABB26 9.4.1 The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Consultant with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. 9.5 Suspension 9.5.1 County may suspend the work at any time for County's convenience and without penalty to County upon three (3) days' notice to Consultant. Upon any suspension by County, Consultant shall discontinue the work and shall not resume the work until notified to proceed by County. ARTICLE 10 ADDITIONAL PROVISIONS 10.1 Relationship of Parties 10.1.1 Consultant is an independent contractor of the County. Neither Consultant nor any employee of the Consultant shall be deemed an officer, employee or agent of the County. Consultant's personnel shall not be employees of, or have any contractual relationship with, the County. 10.2 Limitation and Assignment 10.2.1 The County and the Consultant each bind themselves, their successors, assigns, and legal representatives to the terms of this Agreement. Neither the County nor the Consultant shall assign or transfer its interest in this Agreement without the written consent of the other. 10.3 Governing Law 10.3.1 This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. Consultant shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all anti-discrimination laws. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. 10.4 Dispute Resolution 10.4.1 Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County,North Carolina and it is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. Under no circumstances shall any dispute be addressed through binding arbitration. I Revised 1/16 5 DocuSign Envelope ID: C9602884-99B7-4D01-8E6D-E5DB069ABB26 10.5 Extent of Agreement 10.5.1 This Agreement, together with the Request for Proposals together with attachments distributed by the County and the Consultant's submitted Proposal, all of which constitute the Contract Documents, represents the entire. and integrated agreement between the County and the Consultant and supersedes all prior negotiations, representations or agreements, either written or oral. In the event of a conflict among the terms of the Contract Documents, the priority of documents shall be This Agreement, the County's Request for Proposals, attachments to the County's Request for Proposals, the Consultant's Proposal. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. 10.6 Severability 10.6.1 If any provision of this Agreement is held as a matter of law to be unenforceable,the remainder of this Agreement shall be valid and binding upon the Parties. 10.7 Ownership of Deliverables 10.7.1 All Deliverables, together with all supporting materials, source documentation, data collected, field notes, and working drafts, developed in the performance of this Agreement shall become the property of the County and may be used on any other project without additional compensation to the Consultant. The use of the Deliverables by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. 10.8 Non-Appropriation 10.8.1 Consultant acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Consultant of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Consultant of such limitation or change in County's legal authority. 10.9 Notices and Signatures 10.9.1 This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to Revised 1/16 6 DocuSign Envelope ID: C9602884-99B7-4D01-8E6D-E5DB069ABB26 comply with Article 11 A and Article 40 of North Carolina General Statute Chapter 66. 10.9.2 Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Consultant's Name &Address Attention: Jeff Thompson CST Fleet Services P.O. Box 8181 1325 Central Road Hillsborough,NC 27278 Clemmons,NC 27012 [SIGNATURE PAGE TO FOLLOW] Revised 1/16 7 DocuSign Envelope ID: C9602884-99B7-4D01-8E6D-E5DB069ABB26 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. COUNTY: Orange County CONSULTANT: CST Fleet Services D...Signed by: D—Signed by: Ct36KWL' l a OAWS� RAGS SKI& President �t595nnnronno County Manager Hayes Smith Printed Name and Title i I Revised 1/16 8 DocuSign Envelope ID: C9602884-9987-4D01-8E6D-E5DB069ABB26 ,6r*T County of Orange: Fleet Management Chargeback Study and Efficiency Review CST Fleet Services PROPOSAL March 15, 2016 DocuSign Envelope ID: C9602884-99B7-4D01-8E6D-E5DB069ABB26 CST Fleet Services FLEET MANAGEMENT STUDY Fleet Management Study Contents Letterof Interest.................................................................................................................................................................2 Executive Summary and Introduction............................................................................................................................3 AboutCST Fleet Services..................................................................................................................................................4 Scopeof Requested Services.............................................................................................................................................5 ProjectPlan and Timeline.................................................................................................................................................8 Pricingand Payment Schedule..........................................................................................................................................9 Appendix1: CST Team....................................................................................................................................................9 Experience&Qualifications of the CST Proposed Team ........................................................................9 Corporate Overview—CST Fleet Services...............................................................................................9 ProjectTeam Resumes............................................................................................................................l l CST Fleet Services Response to Request for Professional Services#16-14-Fleet Management Study 1 DocuSign Envelope ID: C9602884-99B7-4D01-8E6D-E5DB069ABB26 CST � 1 Fleet Services FLEET MANAGEMENT STUDY LETTER OF INTEREST March 15,2016 Gary Donaldson, CTP, Chief Financial Officer County of Orange CST 200 South Cameron Street Fleet Services Hillsborough,NC 27278 Subject: Proposal for County of Orange Chargeback Study and Fleet Efficiency Review Dear Gary, Carolina Software Technologies,Inc., doing business as CST Fleet Services,is honored to submit the enclosed proposal for an evaluation and analysis of your city wide fleet operations. In the enclosed proposal we provide our approach and understanding of the scope of work requested by the County as well as our work plan and price to accomplish the task at hand. The person from CST Fleet Services promising to fulfill the obligations in this proposal is: Hayes Smith—President/Partner CST Fleet Services 1325 Central Rd. Clemmons,NC 27012 Office—Cell—336.287-5882 lis mith@ c arolin ast.c orn This proposal shall remain valid for 180 days from the date of this letter. Thank you, Hayes Smith President /Partner—CST Fleet Services CST Fleet Services Response to Request for Professional Services#16-14-Fleet Management Study 2 DocuSign Envelope ID: C9602884-99B7-4D01-8E6D-E5DB069ABB26 CSTf Fleet Services FLEET MANAGEMENT STUDY 10 EXECUTIVE SUMMARY AND INTRODUCTION CST Fleet Services has a reputation for providing quality,innovative and consistent services to their fleet clients,in excess of their expectations. Out work is founded upon cost savings initiatives and efficiencies which are time proven and measurable. CST Fleet Services attributes its success over the last 15 years to forming strong alliances with its customers and establishing long term relationships built upon vision, trust, hard work and a unique tact: "teach the customer what you know". The CST team for this project is comprised of 4 members with 1, 21, 31,and 42 years of experience. Each team member is actively engaged in multiple fleet projects of similar scope to the Fleet Analysis for which this response is prepared. Over the last few years, CST has been engaged as the primary fleet efficiency `architect' for the cities of Detroit, Chicago,Houston and New York; as well as the state of Indiana. This proposal will focus upon the analysis of the County's fleet operations with the County's Fleet Management Department. A key element of out fleet assessments are founded upon `fleet modeling'which CST has developed over the years through our work with scores of fleets. Out experience gives us the ability to quickly see where things are in balance and out of balance in fleet operations.We feel that our work plan and pricing for the County's reflects this talent. We are proposing to accomplish the stated work plan and prepare the deliverable as stated within this proposal in 12 calendar weeks from the start date for a fee of$40,210. We appreciate the opportunity to be of service to the County of Orangeand its citizens. CST Fleet Services Proposal 3 DocuSign Envelope ID: C9602884-99B7-4D01-8E6D-E5DB069ABB26 CST {l Fleet Services FLEET MANAGEMENT STUDY ABOUT CST FLEET SERVICES CST Fleet Services was formed in 2000 as Carolina Software Technologies, Inc, a NC based corporation.The company was founded as a launching entity for fleet metric software packages,which have become very successful. The metric packages are utilized by multiple national vehicle management software companies. Each metric package offers a tool to manage `more with less'. Over the years,we found that the knowledge we had gained from our customers as well as the insight we had developed regarding fleet management by working with metrics, could be taught and passed along to our customers with the goal of establishing proven and measurable cost savings. CST Fleet Services has evolved as a consulting company with fleet metric software as a sideline. We found ourselves establishing relationships with a few customers and that those customers kept asking us to return and enhance our work, as well as to develop fresh and proven cost savings initiatives — sometimes based upon emerging technologies in the industry. An important facet which CST Fleet Services brings to this study is not only thathave we studied and made recommendations for out customers that ate aligned with the work scope— WE HAVE IMPLEMENTED RECOMMENDATIONS MADE. Therefore, WE ARE PRACTICAL IN OUR RECOMMENDA TIONS AND FOCUS ONACHIEVABLE RECOMMENDATIONS WHICHHAVE THEHIGHESTAND QUICKESTRETURN ONINVESTMENT. For an overview of the CST Fleet Services team and career milestones, see Appendix 1. In general, in one statement - CST Fleet Services is about being of service and teaching from experience. �I CST Fleet Services Proposal 4 DocuSign Envelope ID: C9602884-99B7-4D01-8E6D-E5DB069ABB26 CST . Fleet Services I FLEET MANAGEMENT STUDY SCOPE OF REQUESTED SERVICES • Rate Calculation Structure and Review: Determine an Optimum Methodology for County of Orange Fleet Management to recover their operating costs for maintaining fleet operations via a sustainable chargeback program consistent with the North Carolina Statutes for Internal Service Funds • Review Fleet Management's current rates and charges for the following and if appropriate make recommendations for changes which will ensure the Department fully recovers all capital and operational costs. ■ Capital recovery rates ■ Labor rates ■ County overhead ■ Department overhead ■ Parts costs ■ Commercial charges ■ Targeted Maintenance vs.Non-Target Repairs ■ Fuel rates ■ Fuel overhead • If changes are recommended,provide rate and charge calculation formulas and specific definitions of formula variables, so rates and charges can be properly adjusted as departmental costs change from year to year • Perform Fleet Efficiency Review for the County of Orange Fleet Management Department • Review Fleet Structure needed to support the County Fleet ■ Review Current Fleet Organization ■ Review Fleet Policies and procedures • Review Fleet Best Practices • Interview fleet personnel and review fleet data to compare against CST Fleet Services recommended best practices (160+best practices) • Create recommendations of new best practices to implement • Provide meaningful measurements,metrics,and scorecards for operations and performance evaluations • Fleet Shop Analysis • Assumption: CST will verify the below as reported in the Fleet Maintenance Facility and Personnel Assessment conductor by Vector Fleet Management in 2013. • Determine shop space (bays) needed by using Vehicle Equivalency Units(VEU) and Maintenance Repair Units(MRU) for existing fleet • Determine shop tools needed to complete vehicle maintenance- compare needed vs current • Create model of existing shop structure vs shop needs for supporting current fleet • Make recommendations for shop support for the fleet CST Fleet Services Proposal 5 DocuSign Envelope ID: C9602884-99B7-4D01-8E6D-E5DB069ABB26 CST Fleet Services I FLEET MANAGEMENT STUDY • Fleet Parts Analysis/Walker/Napa Parts Contract • Determine parts space needed • Review turn rates and common replacement parts • Review downtime waiting for parts (if available) • Create model of parts support for the fleet • Make recommendations for parts room and management • Fleet Computer Maintenance and Management System (CMMS) • Review and analyze current system • Make recommendations on optimization of the system and/ additional requirements needed for a new system • Make recommendations on optimal customer service and communication processes within the current or future CMMS • Fleet Mechanic Analysis • Determine mechanics needed by using Vehicle Equivalency Units (VEU) and Maintenance Repair Units (MRU) for existing fleet • Review admin support staffing for maintenance • Create model of mechanic staffing based on VEU&MRU's • Make recommendations for Fleet staffing • Perform a Tier 1 Right Sizing Analysis based on Utilization o Utilization in this case means the current odometer / hour-meter as well as the most recent last 12 months of usage, (miles or hours whichever the case). Based upon this data CST will work with the fleet client to set parameters for the analytics which result in recommendations for each vehicle as to: ■ Keep ■ Replace ■ Reassign ■ Dispose 0 • Deliverables • CST will provide the Data Models completed as part of the analysis. • CST will produce a written report which: ■ Summarizes the fleet operations both for the chargeback and efficiency initiatives ■ Provides the results of the analysis ■ Details recommendations,expected costs, expected savings and risks • CST will also prepare and present a presentation reviewing the final report and expected impacts to the County's fleet operations ■ 2 Trips planned for presentations Additional Phases: CST may review some high level data regarding Solid Waste fleet operations; however the Solid Waste fleet will not be included in this study. The County Parks fleet operations CST Fleet Services Proposal 6 DocuSign Envelope ID: C9602884-99B7-4D01-8E6D-E5DB069ABB26 CST Fleet Services will also not be included in this study.Additional phases to examine both Solid Waste and Parks fleet may be granted following the first phase. CST Fleet Services Proposal 7 DocuSign Envelope ID: C9602884-99B7-4D01-8E6D-E5DB069ABB26 CST Fleet Services FLEET MANAGEMENT STUDY MOM PROJECT PLAN AND TIMELINE Our goal is to prepare and schedule a 3 day long data gathering,site visit and interview trip.This is reflected in the attached schedule and project plan: Week Week Week Week Week Week Week Week Week Week Week Week Project Time Line 1 2 3 4 5 6 7 S 9 10 11 12 Project Initiation and Plannin Data Gathering and System Access emote Site Visits and Interviews- On Site Remotely Follow Up with Requests for Information/ Supplemental Conversations Analysis and Assessment Apply Data to"What If' Models Preliminary Report-Review Models and Report Finalize Models and Recommendations Finalize Report Draft Submit to City of Albany— Restricted Distribution Orange County-Provide Feedback to Draft Finalize Final Report Present Final Report to Project Team Finalize Report-Project Close and Wrap Up Meeting On Site With the above aggressive timeline,we are assuming that the County will assign a liaison for CST to schedule a fairly tight schedule the 3rd week of the project. CST Fleet Services Proposal 8 DocuSign Envelope ID: C9602884-99B7-4D01-8E6D-E5DB069ABB26 CST Aj Fleet Services FLEET MANAGEMENT STUDY PRICING AND PAYMENT SCHEDULE The not to exceed fixed price quote for this engagement is as follows: Fleet Report: $40,210.00—inclusive of all travel and manpower. CST will invoice the County based on the following milestones for the project. Payment Schedule Initiation of Project $5,000 Complete On-Site Visits $10,210 Deliver Preliminary Report $10,000 Deliver Final Report/Presentations $15,000 APPENDIX 1: CST TEAM EXPERIENCE&QUALIFICATIONS OF THE CST PROPOSED TEAM CORPORATE OVERVIEW—CST FLEET SERVICES CST Fleet Services specializes exclusively in identifying,implementing and teaching cost savings initiatives for vehicle based assets operated by government and private fleets in North America.The CST work has yielded proven and measurable results which are founded to a great extent upon: • Industry Best Practices Accumulated Over Several Decades of Experience • Metrics and Industry Bench-Marks • Proven and Measurable Scenario Modeling and Forecasting Tools • Fluid and Dynamic Approach to Projects CST was formed in 2000 as Carolina Software Technologies,Inc.,a North Carolina-based corporation.Its founding partners,Jon White and Ron Hall,had been working together for 17 years in various capacities within the fleet community.Jon entered the transportation industry in 1976 and Ron followed in 1983. Other CST staff joined CST following successful careers helping to manage fleets.Hayes Smith was a Senior Project Specialist for the City of Winston-Salem Utilities Division and Robert Degnan was the Connnissioner for the Department of Fleet Management with the City of Chicago. CST Fleet Services Proposal 9 DocuSign Envelope ID: C9602884-99B7-4D01-8E6D-E5DB069ABB26 CST Fleet Services FLEET MANAGEMENT STUDY CST was founded as a launching entity for fleet metric software packages,which have become very successful.The metric packages,referred to as "The Value Indicators",are utilized by over 60 private and government fleets in North America. Over the years,CST turned the knowledge gained from developing metrics for their customers into`industry best practices',another tool for fleet management. CST developed insights regarding fleet management and discovered,by working with their customers,that their experience could be taught and passed along to customers with the goal of establishing proven and measurable cost savings. CST evolved from a software company to a consulting company. CST has established relationships with numerous fleet customers to develop new and proven cost savings initiatives.Many keep returning to CST for continued implementation support.Most notable clients include the following vehicle fleets: City of Houston,TX* New York City,NY City of Chicago,IL* City of Dallas,TX* City of San Diego CA* City of Greensboro,NC FedEx,Memphis,TN City of Long Beach,CA City of Detroit,MI Ryder Systems,Miami,FL Chicago Transit Authority(IL) Cook County,IL City of Tulsa,OK City of Richmond,VA DeKalb County,GA City of Springfield,IL Calpine Gas,Houston,TX County of Arlington,VA City of Goldsboro,NC Southern California Gas (CA) UPS San Diego Gas and Electric(San Diego,CA) State of Indiana State of Oklahoma City of Raleigh,NC City of Atlanta,GA * Note:For the 10 largest cities in the U.S.,five(5)have been or are currently CST customers. As an example of the work spectrum similar to the Proposal CST has been contracted for the following activities for some of the above clients: CST Fleet Services Proposal 10 DocuSign Envelope ID: C9602884-99B7-4D01-8E6D-E5DB069ABB26 CST NONE Fleet Services , 24,000 X X X 12,000 X X X X 12,000 X X X X 3,000 X X X X X X e. 12,000 X X X X _. 4,000 1 X X 4,000 X X X X X 2,800 X X X X 2,000 X X .. 1,800 X X X X X 2,700 X X X X + 1,150 X X X X + 1,800 X X X X X t•. a 470 X X 1900 X X . . .+ 750 X X X I X 7,500 X X X X CST has a long and successful history of providing consulting services to private,state,and municipal vehicle fleets.Their projects have ranged from short-term engagements developing recommendations for specific type of fleet operations or vehicle types to longer-term fleet support of implementation and performance tracking for recommended measures.The key component of all projects is gaining an in depth understanding of fleet composition,as well as industry best procurement,operations,maintenance,and management practices. PROJECT TEAM RESUMES Hayes Smith, President, CST Fleet Services QUALIFICATIONS Accredited Institutions Employment B.S.Business Management,High Point University CST Fleet Services Mechanical Engineering,North Carolina State City of Winston-Salem University Qualcomm Eaton Corporation Carolina Computer Company EXPERIENCE Mr. Smith has performed fleet analyses for the City of New York, City of Tulsa,Dekalb County(GA),the City of Springfield,Illinois,Calpine Corporation,and State of Oklahoma. • City of Tulsa:Project manager and fleet analyst for Fleet Management Review conducted in summer of 2011;primary analyst for the fleet right-sizing effort saving the city over$2 million in FY 2012;worked with city to form Fleet Management Steering Committee;developed plan to gain efficiency and consolidate fleet maintenance shops scheduled for implementation in FY 2013—2014. • City of New York:Performed analysis and forecasting for fleet maintenance shop consolidation and fuel site reduction. CST Fleet Services Proposal 11 DocuSign Envelope ID: C9602884-99B7-4D01-8E6D-E5DB069ABB26 CST ai X, Fleet Services FLEET MANAGEMENT STUDY • Calpine Corporation:Project manager and analyst for fleet maintenance review,development of national fleet maintenance policy and redesign of in-house fleet maintenance policy and procedures;analyst for development of separate life-cycle models for their distinct fleets. • State of Oklahoma:Project Manager—assessment of best practices for the 5 primary State fleets. Assessment of utilization practices/right-sizing and asset assignments. As Senior Project Specialist for the City of Winston-Salem Utilities Division,Mr.Smith was the project manager and analyst to drive efficiency in the mobile work force and asset management for Water Supply, Water Treatment and Sewer Treatment sections.He was the senior systems analyst of information technology and acted as the primary business analyst and information architect for city mobile solutions and fleet management systems.Mr.Smith was a senior professional services consultant at Qualcomm Corporation where he defined and developed process and technology based solutions for fleet customers in both the areas of fleet operations and fleet maintenance. Customers included CR England,Wal-Mart,and Chrysler.He managed first level and engineering level support for Qualcomm's F1eetAdvisor mobile solution. Working for both Eaton and Qualcomm,Mr.Smith helped define and develop FleetAdvisor,a fleet management,on-board computing and real-time communication product available in the market.He worked with multiple customers to integrate F1eetAdvisor into fleet operations and the overall business practices the companies. Customers for which he directed fleet efficiency projects included:Kraft,Chrysler,Food Services of America,Praxair,Frito-Lay,and Feeser's Foods.Mr.Smith defined the requirements and ensured their implementation to meet all regulatory guidelines for U.S.Department of Transportation and Fuel/Mileage Tax compliance. Ron Hall, Vice President, CST Fleet Services QUALIFICATIONS Accredited Institutions Employment B.S. Computer Science,Mathematics,Virginia CST Fleet Services Polytechnic University, 1984 Noregon Systems Eaton Corporation EXPERIENCE Mr.Hall is Co-Partner and President of CST Fleet Services.He is responsible with co-partner for day to day operations of corporation.He oversees all the services offered by the company,including; • Municipal or Private Fleet Consultants and Fleet Consulting Services • Emissions Level and Carbon Footprint Forecasting • Fleet Manager's"What If...?"Modeling • Fleet Consolidation • Strategic Vehicle Parts Partnership • Fuel Management • Enterprise Fleet Management As Director of Software Development for Noregon Corporation,Mr.Hall was responsible for a staff of 50 engineers.He established and maintained the technical direction for Noregon and personally managed major fleet accounts.Noregon developed custom diagnostic,maintenance and telematics solutions to support the fleet industry.Activities included; CST Fleet Services Proposal 12 DocuSign Envelope ID: C9602884-99B7-4D01-8E6D-E5DB069ABB26 CST MAI- Meet Services FLEET MANAGEMENT STUDY • Creating proposals for opportunities • Negotiating and procuring contracts • Creating and managing a formal program plan,schedule and budget for each project • Creating and managing the requirements and technical direction for the project • Tracking the progress to the project weekly for management,customer and team • Managing the software development cycle and technical direction of the projects • Managing the integration of new systems into the customers current system infrastructure • Negotiating the requirements with the customer,management and team Mr.Hall's responsibilities as lead engineer at Microflex, (founded by Jon White and acquired by Eaton Corporation)included managing fleet projects.He spent half of his time managing the project with the fleet and half of the time as the principal engineer for the project.Projects included from diagnostic applications, on-board computers,braking system,transmission system and information analysis systems for the fleet industry.Activities included; • Jointly defining goals and potential projects for short-and long-term • Creating scope for new fleet projects • Reviewing projects with fleets and getting approval • Deploying and testing concepts • Taking new fleet products to market • Working with fleets to improve business practices using products and new technologies I CST Fleet Services Proposal 13 DocuSign Envelope ID: C9602884-99B7-4D01-8E6D-E5DB069ABB26 CST "' Flect Services FLEET MANAGEMENT STUDY Jon White, Associate, CST Fleet Services QUALIFICATIONS Accredited Institutions Employment Master of Science (MBA),Theoretical Physics, CST Fleet Services Virginia Tech Eaton Corporation Bachelor of Science—Mathematics,Elon University Microflex,Inc. Bachelor of Science—Physics,Elon University TMT Software,Inc. EXPERIENCE Jon White is a professional transportation consultant and`teacher'specializing in visionary fleet strategies for large fleets in both the private and public sector.As an entrepreneur with three successful company start-ups, Jon brings a unique creativity skill set to all CST customers which has been proven and measurable in savings. Jon's training as a theoretical physicist brings forward a unique skill set in`thinking outside the box'. Since 2001,Mr.White has served as Partner and Vice President of CST Fleet Services.He is responsible with co-partner for day to day operations of corporation.He has supported fleet consolidation and cost savings initiatives-,with Cities of New York, Chicago,Detroit,Houston,Tulsa,Dallas and States of Indiana and Oklahoma As a private consultant from 1995 to 2001,Mr.White provided transportation consulting services that included;systems design and technologies,systems RFP preparation and analysis,systems implementation, cost savings initiatives,fleet consolidation,fuel management,maintenance management,and strategic vendor partnerships.During this time the customers he served included:FedEx,Memphis TN—served on the staff of VP of Vehicle and GSE Maintenance,City of Chicago—served on the staff of the Commissioner, Department of Fleet Management,and Waste Management,Inc.,Houston TX—served on the staff of the VP of Vehicle Maintenance. Mr.White served as Marketing Manager for the Eaton Fleet Advisor on-board computer system from 1990 to 1995 after selling the company he founded,Microflex,Inc.,to Easton Corporation.From 1983 to 1990 he served as President and CEO of transportation management software corporation Microflex,Inc.;managing all day to day operations.Microflex served the transportation industry with the development of in-vehicle electronic communication and technologies.This work was inclusive of the prototype Data links for the heavy truck industry(SAE-J 1587/1908). Customers served included: Big Three US Auto Manufacturers - (GM/Ford/Chrysler),Big Three Heavy Truck Engine Manufacturers- (CAT/Cummins/Detroit Diesel), Transmission Manufacturers—Rockwell and Allison,Heavy Truck Manufacturers (Freightliner/Navistat/ PACCAR/VOLVO,IBM,and Numerous Trucking Companies:Ryder,UPS,Walmart,US Express,etc. Mr.White co-founded and served as President and CEO of TMT Software,Inc.,another transportation management software corporation.TMT Software was a vertical market software company providing maintenance and fuel management software for the for-hire and private sectors of the transportation industry. TMT is now a division of TMW,Inc.From 1976 to 1980,Mr.White was a Senior Software and Strategic Fleet Analyst,who designed forecasting and analysis for fleet management in the private sector as a corporate employee. Customers served included:RJ Reynolds Tobacco Company—1,200 vehicle assets,Ryder Systems —120,000 vehicle assets,and Burlington Industries—2,800 vehicle assets. CST Fleet Services Proposal 14 DocuSign Envelope ID: C9602884-99B7-4D01-8E6D-E5DB069ABB26 CST Fleet Services IN IN" Alex Smith, Junior Analyst, CST Fleet Services QUALIFICATIONS Acctedited Institutions Employment B.A.Sports Management CST Fleet Services St.Andrews University EXPERIENCE Mr.Smith joined CST Fleet Services in the November of 2014,bringing with him a strong set of analytical skills. Since being with CST,he has worked on projects for SEMPRA,the City of Dallas,the City of Greensboro (NC), City of San Diego and the City of Atlanta. His primary focus has been in performing data analysis and modeling of fleet data in the areas of right sizing,lifecycle analysis and resource planning. In addition,he develops process and work flow diagrams that provide our customers with visual representations of both their current operations as well as recommended process changes.Mr.Smith is in the process of becoming a Certified Automotive Fleet Specialist through the NAFA Fleet Management. CST Fleet Services Proposal 15 DocuSign Envelope ID: C9602884-99B7-4D01-8E6D-E5DB069ABB26 CERTIFICATE OF LIABILITY INSURANCE RoRas 3721/2016' THIS CERTIFICATEIR ISSUED AS A MATTER OF INFORMATION ONLY AND rnNFFR-q NO RIGHTS I IPON E_GERTIFICATE HOLDER_THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. 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