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HomeMy WebLinkAboutAgenda - Item 8-m - Fleet Maintenance Software Purchase and Support Agreement ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: June 19, 2018 Action Agenda Item No. 8-m SUBJECT: Fleet Maintenance Software Purchase and Support Agreement DEPARTMENT: Information Technologies, Asset Management Services ATTACHMENT(S): 1 - Contract with Faster Asset Solutions 2 - Scope Definition from RFP #5234 INFORMATION CONTACT: Jim Northrup, Chief Information Officer, 919-245-2276 Jeff Thompson, Director of Asset Management Services, 919-245-2658 PURPOSE: To authorize the County Manager to execute a contract with Faster Asset Solutions for the purchase of the Faster Web fleet maintenance work order system and related professional services at a cost of $99,999, and including negotiated multi-year annual maintenance for years 2 through 10 averaging $12,500 per year. BACKGROUND: In FY 2017-18, Asset Management Services (AMS) requested through the Capital Investment Plan (CIP) a replacement of its existing fleet maintenance software, iMaint, an older computerized fleet maintenance management system that is becoming obsolete due to declining software support and upgrades. By replacing iMaint, AMS seeks a fleet maintenance work order system that would be equipped to operate in real time at the point of fleet maintenance service. The system provides dashboards for AMS support team, management, motor pool staff and departments. The application also integrates with other AMS systems like the fuel recorder and parts tracking. The request was evaluated and approved first by the Information Technology Governance Council and then as part of the FY 2017-18 CIP. A request for proposals (“RFP”) was advertised on November 22, 2017. The project scope is provided as Attachment 2. The County received responses from 3 vendors: Faster Asset Solutions Chevin Fleet Solutions AssetWorks LLC 1 Criteria for evaluating the proposals included: 1) functionality; 2) integration and effectiveness within other AMS software like fuel data collector and NAPA parts; 3) the ability for customization within the technology platform; 4) the overall internal and external customer experience; and 5) overall cost structure (capital cost, operating costs, ongoing maintenance/support costs. All three vendors gave in-depth demonstrations attended by motor pool staff and AMS support staff. In addition, AMS administrative staff also evaluated the software packages from the customer’s point of view. After thorough discussions by the project team on the features and how they map to the business process and the requirements, “Faster Web” from Faster Asset Solutions was selected as the best option based on the following: • Faster Web software has a highly customizable application with dashboards for use by AMS support staff, motor pool staff and its customers. • The application enables AMS to gather and maintain detailed information about the vehicles. • The client portal can be customized to best fit the needs of AMS customers and enables them to get real time information including customizing reports. This proposed software enables motor pool staff to post updates thru the application and allow departments, like EMS, Sheriff and Social Services, to access real times status enabling them to schedule their vehicle resources accordingly. FINANCIAL IMPACT: The Board of Commissioners appropriated $100,000.00 within the FY 2017-18 Capital Investment Plan for the purchase of this software, including implementation costs. The cost of the software, including maintenance, implementation and related consulting fees is $99,999 in the first year. The average negotiated annual maintenance cost for this application is $12,500 per year for years 2 through 10. SOCIAL JUSTICE IMPACT: There are no Orange County Social Justice Goals applicable to this item. RECOMMENDATION(S): The Manager recommends that the Board authorize the County Manager to execute a contract with Faster Asset Management, pending review by the County Attorney, for the purchase of the Faster Web system and related professional services at an initial year 1 cost of $99,999, with an average negotiated annual maintenance cost for this application of $12,500 per year for years 2 through 10. 2 1 Revised 10/17 NORTH CAROLINA ORANGE COUNTY [Departmental Use Only] TITLE AMSFleetMgmt FY 2017 - 18 SERVICES AGREEMENT OVER $90,000.00 RFP/RFQ This Services Agreement (hereinafter “Agreement”), made and entered into this 19th day of June , 2018 , (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Faster Asset Solutions , (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Services Agreement (“Agreement”) is for professional services to be rendered by Provider to County with respect to (insert type of project): Software License and Implementation of Fleet Maintenance Software. ii) By executing this Agreement, the Provider represents and agrees that Provider 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. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work related to the Basic 3 2 Revised 10/17 Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider 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. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider 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 Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider 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. 3. Basic Services a. Basic Services. i) The Provider shall perform as Basic Services the work and services described herein and as specified in the Provider’s Response to the County’s Request for Proposals or Request for Qualifications (the “RFP”) “RFP Number 5243 for “Fleet Maintenance Software” issued November 22nd 2017 , and the Provider’s General Agreement, which are fully incorporated and integrated herein by reference together with Attachments: Attachment A - Faster Asset Solutions - FasterWeb General Agreement; Attachment B - Faster Asset Solutions - SOW_Payment Milestone_Annual Upgrades; Attachment C - Faster Asset Solutions - Software Upgrades & Support Agreement; Attachment D - Faster Asset Solutions - Software License Agreement; Attachment E - Faster Asset Solutions - Certificate of Insurance . In the event a term or condition in any document or attachment conflicts with a term or condition of this Agreement the term or condition in this Agreement shall control. Should such conflict arise the priority of documents shall be as follows: This Agreement, the Provider’s Response to the County’s RFP together with attachments, Provider’s General Agreement together with attachments. ii) The Basic Services will be performed by the Provider in accordance with the following schedule: (Insert task list and milestone dates) Task Milestone Date 1. Refer to Attachment B - Faster Asset Solutions - SOW_Payment 4 3 Revised 10/17 Milestone_Annual Upgrades 2. 3. 4. 5. 6. 7. 8. 9. 10. iii) Should County reasonably determine that Provider has not met the Milestone Dates established in Section 3(a)(ii), County shall notify Provider of the failure to meet the Milestone Date. The County must provide the Provider seven (7) days to cure the breach. County may withhold the accompanying payment without penalty until such time as Provider cures the breach. In the alternative, upon Provider’s failure to meet any Milestone Date the County may modify the Milestone Date schedule. Should Provider or its representatives fail to cure the breach within seven (7) days, or fail to reasonably agree to such modified schedule, County may immediately terminate this Agreement in writing, without penalty or incurring further obligation to Provider. This section shall not be interpreted to limit the definition of breach to the failure to meet Milestone Dates. 4. Duration of Services a. Term. The term of this Agreement shall be from 7/1/2018 to 6/31/2028. b. Scheduling of Services i) The Provider shall schedule and perform its activities in a timely manner so as to meet the Milestone Dates listed in Section 3. ii) The Commencement Date for the Provider's Basic Services shall be July 1st, 2018. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement. The maximum amount payable for Basic Services is Two hundred twelve thousand four hundred fifty nine Dollars ($212,459.00 {year 1: $99,999.00; year 2: $11,070.00; year 3: $11,402.00; year 4: $11,744.00; year 5: $12,096.00; year 6: $12,459.00; year 7: 12,833.00; year 8: $13,218.00; year 9: $13,615.00; year 10: $14,023.00}). In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Payment for Basic Services shall become due and payable pursuant to the SOW attached to Provider’s General Agreement. b. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County 5 4 Revised 10/17 a. Cooperation and Coordination. 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/or 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. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and such insurance requirements as 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.orangecountync.gov/departments/purchasing_division/contracts.php.) Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. The Provider agrees, without limitation, to defend, 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 property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider 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 Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. 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 Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days prior written notice to the Provider. b. Other Termination. The Provider 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 Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c. Compensation After Termination. 6 5 Revised 10/17 i) In the event of termination, the Provider 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 Provider. ii) Should this Agreement be terminated, the Provider 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. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider 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. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue the Basic Services and shall not resume the Basic Services until notified to proceed by County. County will, however, be responsible to Provider for the reasonable fees associated with the services provided up to the point when such notice is provided, even if an associated milestone has not been reached. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. 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. c. Compliance with Laws. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. 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. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. 7 6 Revised 10/17 d. Dispute Resolution. 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. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of a suit or action. e. Entire Agreement. This Agreement, together with the RFP and its attachments and the Proposal and its attachments, represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. 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. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things 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. Such Work Product does not include any software provided or developed by Provider. h. Non-Appropriation. Provider 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 Provider 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 Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by 8 7 Revised 10/17 certified or registered mail, return receipt requested to the following: Orange County Provider’s Name & Address Attention: Jeff Thompson P.O. Box 8181 Hillsborough, NC 27278 [SIGNATURE PAGE TO FOLLOW] Joe Healey, CEO 760 Lynnhaven PKWY, Suite 203 Virginia Beach, VA 23452 9 8 Revised 10/17 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. ORANGE COUNTY: PROVIDER: By: By: Bonnie Hammersley, County Manager Joe Healey, CEO 10 GENERAL AGREEMENT CCG Systems, Inc., dba FASTER Asset Solutions, hereinafter referred to as “FASTER,” agrees to grant to Orange County, NC, hereinafter referred to as "Customer," and Customer agrees to accept from FASTER in accordance with the following terms and conditions as detailed in the attached schedules (collectively, the “Agreement”). More specifically, Schedule A includes a detailed Statement of Work (SOW), associated pricing and payment terms. 1.Commercial-off-the-shelf and Custom Deliverables: a.Definition of a Commercial-off-the-shelf Software (COTS): This Agreement may have custom work product, which is distinct and separate from the COTS software. Custom work, if any, will be listed in Schedule A. There are also several COTS software products that are sold separately (FASTER Web, MotorPool, Dashboard, Standard Fuel Import, Barcode, etc.). Therefore, if the product is not specifically listed in Schedule A, no license rights are conveyed. As FASTER Web is a COTS system, the underlying software consists of standardized programs (i.e., pre-built). As such, this Agreement takes precedent over any other agreement between FASTER and Customer. The COTS software undergoes its own development cycle separately and distinctly from the implementation process. This means that no Requirements Gathering; Requirements and Design approval, Gap Analysis, Testing and development work is done on FASTER COTS Software in conjunction with this agreement. However, custom development and testing will be done in conjunction with the custom work noted in Schedule A. Whatever COTS software, custom work and converted data are listed in Schedule A as work product, will be deployed together to form a “Soft Go Live” instance. If there is additional work product that is to be delivered separately (after the initial go-live) that will be specifically listed in Schedule A. The Soft Go Live instance is tested in the FASTER data center and then deployed to the Customer’s single environment that serves as the Customer’s test environment during the implementation and will become the production environment upon go-live. This permits the Customer to perform whatever tests it deems necessary in the later environment to which it will have access. The Customer having one environment through the life of the implementation that will be promoted to production is a critical aspect of quality control that is a distinctly important part of the FASTER COTS implementation process. And deviation from this may lead to addition cost. This process also reduces Customer IT expenses. While Custom work product (if any) is built to specific customer-identified specifications, the nature of COTS software requires that FASTER will not provide custom modification, code changes or database structure changes to any COTS software since this could adversely affect other customers. FASTER does enhance the COTS software as part of its normal life cycle based on customer input from its more than 370 customers, market research and on-staff fleet professionals. Based on the COTS nature of FASTER’s system, FASTER will not be engaging outside contractors to provide services under this Agreement. Thus, any diversity requirements and/or programs mandating engagement of certain third-party service providers are inapplicable to this Agreement. Additionally, as FASTER provides a software solution that is an intangible product, all environmental programs identified and/or required by Customer are also inapplicable to this Attachment A - Faster Asset Solutions - FasterWeb General Agreement 11 Agreement. b. Integrations & Business Intelligence Work Approvals & Testing: This work represents integrations and business intelligence for which the Customer has provided specifications. The following process will be followed to ensure that reliable work is delivered as part of the implementation: If the Customer has opted in the SOW to use an existing document or file (such as an existing report) as a template for the work to be done, in order to avoid the cost and time involved in the creation of written requirements, there will not be a requirement approval process outside of what is documented in the SOW. Or if the SOW calls for requirements to be documented during the implementation: After the Customer provides the following documentation, FASTER will create an extensive Requirements Document for the Customer to approve. This document will enable the Customer to have certainty about what it requires for a successful customization. Documents to be provided by Customer:  In the case of a Custom Report, a mockup in Excel or similar table.  In the case of an Integration, a Data Flow Map which will show the data the Customer wants to import and/or export.  A written summary of: o Execution of the integration: How should the integration be executed? For example, would it need to be run manually or scheduled to run automatically. o User Interface: Will a user interface be needed? If so, what are the key elements needed in the user interface? o Error Handling: How should errors be logged? Are there any specific errors or failures that could occur that would need the integration to notify the Customer about? o Special Considerations: Are there any additional business rules or special considerations that the Customer could not show in the data map that the integration needs to meet? After receipt of the above, FASTER will create a Requirements Document for the Customer’s approval. Once the Customer approves the Requirements, FASTER will begin and complete development and testing. And then the custom work product will be delivered with the COTS components in the form of the Soft Go Live noted above. The Customer may choose to do whatever testing it deems necessary on the custom work during the implementation in the Customer’s implementation environment (more below related to environments). Those testing costs will be borne by the Customer and administered by the Customer. FASTER will provide to the Customer any and all of the test cases which FASTER has already performed during its testing free of charge to use at the Customer’s expense. 12 c. COTS Software Approvals & Testing: As a result of the nature of a COTS system, the Implementation of the COTS software components will not require the Customer or FASTER to do test plan approvals, requirements documentation approvals, Gap analysis or Gap analysis approvals. The Customer may choose to do whatever testing it deems necessary on the COTS software components during the implementation in the Customer’s implementation environment (more below related to environments). Those testing costs will be borne by the Customer and administered by the Customer. FASTER will provide to the Customer any of the 50,000+ test cases which FASTER has already performed during its normal COTS release cycle free of charge to use at the Customer’s expense. d. Data Conversion Testing: If noted in Schedule-A, FASTER will perform data conversion services: If data conversion services are provided, FASTER will perform data validation testing that validates the accuracy of the data FASTER loads into the Customer’s FASTER Web database against the data provided by the customer and confirms the Customer’s data in the FASTER Web database meets the business rules of FASTER. Once FASTER has completed data validation testing internally, FASTER will provide the Customer a Soft Go Live copy of the database that contains the data FASTER loaded. The Customer can then perform whatever due diligence it deems necessary to validate this data in the Customer’s implementation environment. If the Customer chooses it can redundantly perform some or all of the same Data Validation tests cases FASTER performed. FASTER will provide data validation test cases for the Customer to use free of charge. All Customer data testing will be performed by the Customer at the Customer’s expense. Any data defects the Customer finds and reports during its implementation testing that is found to be the result of FASTER’s work will be corrected by FASTER. 2. Change Requests a. COTS Add-ons: Change Requests to add COTS add-on components can be done any time up to the time of the installation of the COTS components included in the SOW or after the Go Live and there will only be the added costs which relate to adding those components and any added implementation tasks, such as training. b. Change Requests for Custom Work: The Customer may make a change request(s) for custom work, at any time, in writing and submit to FASTER’s Implementation Project Manager. FASTER will provide the Customer with a written estimate of added costs and/or time delay resulting from the change request(s). It is understood by the parties that change requests that occur after the Customer has approved the Requirements Document may lead to higher cost and time delay due to the fact that FASTER may need to re-write the Requirements Document, re-do the approval process, re-work code or re-test. The Customer will review and modify if needed FASTER’s written response to change request(s) and notify FASTER in writing whether it wants to proceed with the change request(s). 3. Taxes Prices and fees are exclusive of all federal, state, municipal, or other government, excise, sales, use, occupational, or like taxes now in force or enacted in the future and, therefore, prices are 13 subject to an increase equal in amount to any tax FASTER may be required to collect, or pay, upon the sale or delivery of items purchased or licensed. If a certificate of exemption, or similar document or proceeding, is to be made in order to exempt the sale from sales or use tax liability, the Customer will obtain and pursue such certificate, document or proceeding. 4. Proprietary Rights of FASTER a. Nature of Rights and Title: Customer recognizes that all computer programs, system documentation manuals, and other materials supplied by FASTER to Customer are subject to the proprietary rights of FASTER. Customer agrees that the programs, documentation, and all information or data supplied by FASTER, in machine-readable form are trade secrets of FASTER, are protected by civil and criminal law, and by the law of copyright, are very valuable to FASTER, and that their use and disclosure must be controlled. Customer further understands that operator manuals, training aids, and other written materials are subject to the copyright act of the United States. Title: FASTER retains title and all intellectual property rights to all programs, documentation, information or data furnished by FASTER in machine-readable form, and training materials. Customer shall keep each and every item to which FASTER retains title free and clear of all claims, liens and encumbrances except those of FASTER; and any act of Customer, voluntary or involuntary, purporting to create a claim, lien, or encumbrance on such an item shall be void. b. Restrictions on Customer Use: The computer programs and other items supplied by FASTER hereunder are for the sole use of Customer and Customer’s employees/agents. i. Competitive Uses: Customer agrees that while this agreement is in effect or while it has custody or possession of any property of FASTER, it will not directly or indirectly lease, license, sell, offer, negotiate, or contract to provide any software similar to that supplied hereunder for any third party, but this clause shall not be construed to prohibit Customer from acquiring, for its own use, software from third parties. Customer agrees that while this Agreement is in effect, or while it has custody or possession of any property of FASTER, it will not: 1. Copy or duplicate, or permit anyone else to copy or duplicate, any physical or magnetic version of the programs, documentation, or information furnished by FASTER in machine-readable form. 2. Create or attempt to create, or permit others to create or attempt to create, by reverse engineering or object program or otherwise, the source programs, or any part thereof, from the object program or from other information made available under this Agreement or otherwise, (whether oral, written, tangible, or intangible). Customer may copy for its own use, and at its own expense, operator manuals, training materials, and other terminal copies made for their distribution. ii. Demonstrations. Due to the proprietary nature of FASTER’s Fleet Management System, Customer agrees not to demonstrate or show this system to any competitors, or consultants that work with competitors, of FASTER. 14 c. Transfer/Expansion of Rights The Customer’s rights to use the programs, documentation, manuals, and other materials supplied by FASTER under this Agreement shall not be assigned, licensed, or transferred to a successor, affiliate or any other person, firm, corporation, or organization voluntarily, by operation or law, or in any other manner without the prior written consent of FASTER, which shall not be unreasonably withheld. d. Remedies If Customer attempts to use, copy, license, or convey the items supplied by FASTER hereunder, in a manner contrary to the terms of this Agreement or in competition with FASTER or in derogation of FASTER’s proprietary rights, whether these rights are explicitly herein stated, determined by law, or otherwise, FASTER may, in addition to other remedies available to it, seek equitable relief enjoining such action. e. Binding Effect & Definitions The Customer agrees that this Agreement binds the named Customer and each of its employees, agents, representatives, and persons associated with it. This Agreement further binds each affiliated organization and any person, firm, corporation, or other organization with which the Customer may enter a joint venture or other cooperative enterprise. The term employee means individual on whose behalf the Customer withholds income taxes or makes contributions under the federal insurance contributions act or similar statutes in other nations. 5. Exclusion of Incidental, Consequential and Certain Other Damages Neither FASTER nor its suppliers shall be liable for any special, incidental, indirect, punitive or consequential damages arising out of the use of or inability to use the FASTER components or the support services, or the provision of or failure to provide support services under this Agreement. 6. Limitation of Liability Customer agrees that FASTER’s liability to Customer or any third party due to negligent professional acts, errors or omissions or breach of contract by FASTER will be limited to an aggregate of FASTER’s total fee. 7. Confidential Information “Confidential Information” means the terms of this Agreement, the Services, any software provided by FASTER or Customer under this Agreement, the logon identifiers and passwords provided to Customer and its Authorized Users, the fees charged under this Agreement, materials marked confidential by Customer or FASTER and any other information conveyed under this Agreement in writing or orally that is designated confidential or by the circumstances in which it is provided. Each party acknowledges and agrees that: (a) the Confidential Information constitutes trade secrets of the party owning such Confidential Information; (b) it will use Confidential Information of the other party solely in accordance with the provisions of this Agreement; and (c) it will not disclose, or permit to be disclosed, the Confidential Information of the other party to any third party without the disclosing party’s prior written consent. Each party will take all reasonable precautions necessary to safeguard the confidentiality of the other party’s Confidential Information including, at a minimum, those precautions taken by a party to protect its own Confidential Information of a similar nature, 15 which will in no event be less than a reasonable degree of care. Confidential Information will not include information that is: (a) publicly available through no fault of the receiving party; (b) already in the other party’s possession and not subject to a confidentiality obligation; (c) obtained by the other party from any source without breach of any obligation of confidentiality; or (d) independently developed by the other party without reference to the disclosing party’s Confidential Information. Either party may disclose such Confidential Information as is required to be disclosed by order of a court or other governmental entity; provided reasonable notice is given to the party owning such Confidential Information so that such party may challenge the disclosure or obtain a protective order or other equitable relief. The obligations in this section as to Confidential Information shall continue for a period of five years following termination of this Agreement. 8. Term and Termination The initial term of this Agreement shall be for one year from the Effective Date. After expiration of the initial term, Customer’s Services included in this Agreement shall automatically renew for successive one-year periods (the initial term and each renewal term, a “Term”) unless either party provides written notice of non-renewal at least 60 days prior to commencement of the applicable renewal term. The costs for Services in this agreement will increase by 3% (three percent) each year. The parties will work in good faith to allow for each party to unwind this relationship if termination occurs. a. Termination by FASTER FASTER shall have the right, upon notice to Customer, to terminate this Agreement if: (a) Customer fails to pay FASTER any amount due hereunder and such failure to pay is not cured within 30 days following FASTER’s notice to Customer of such breach; (b) Customer materially breaches any term or condition of this Agreement, provided such breach is not cured by Customer within 30 days following FASTER’s notice to Customer of such breach; or (c) Customer (i) terminates or suspends its business activities; (ii) makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority; or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes. b. Termination by Customer Customer will have the right, upon notice to FASTER, to terminate this Agreement if (a) FASTER is in material breach of this Agreement and FASTER fails to remedy such material breach within 30 days of its receipt of such notice; (b) as provided by Section 3(a) of Schedule B; (c) FASTER (i) terminates or suspends its business activities; (ii) makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority; or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes. 9. General a. Agreement Modifications This Agreement can be modified only by a written agreement duly executed by persons authorized to sign agreements on behalf of Customer and of FASTER. Any variance from the terms and conditions of this Agreement in any order or other written notification from the Customer will be of no effect. 16 b. Entire Agreement This Agreement constitutes the entire agreement among the parties, and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding on any party except to the extent incorporated in this Agreement. c. No Other Warranties outside of this Agreement EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, FASTER DISCLAIMS ALL WARRANTIES WITH REGARD TO THE FASTER PRODUCT SOLD HEREUNDER, INCLUDING ALL IMPLIED WARRANTIES OF MARKETABILITY AND FITNESS AND ALL OBLIGATIONS OR LIABILITIES ON THE PART OF FASTER FOR DAMAGES INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THE USE OR PERFORMANCE OF THE SYSTEM. d. Savings Clause If any provision or provisions of this Agreement shall be held to be invalid, illegal, or non- enforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. e. Force Majeure Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if the delay or default is caused by conditions beyond its control including, but not limited to, Acts of God, Government restrictions, wars, insurrections and or any other causes beyond the reasonable control of the party whose performance is affected. f. Limitation Period (3 years) No action, regardless of form, arising out of this Agreement may be brought by either party more than three (3) years after the cause of action has arisen, or, in the case of non-payment, more than three (3) years from the date of the last payment. g. Public Agencies With FASTER’s approval, this Agreement may be extended for use by other municipalities and government agencies of any state. Any such usage by other municipalities and government agencies must be in accord with the ordinance, charter, and/or rules and regulations of the respective political entity. Special discount/s provided to Customer will not necessarily apply to other customers. Customer does not accept any responsibility or involvement in the purchase orders or contracts issued by other public agencies. h. Governing Law This Agreement will be governed by the laws of the State of Virginia. The Customer acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions. Further, the Customer agrees that it is the complete and exclusive statement of the agreement between the parties, which supersedes all proposals or prior 17 agreements, oral or written, and all other communications between the parties relating to the subject matter of this Agreement. i. Software Escrow The source code to all FASTER Fleet Management software is kept in a secure remote site location. An escrow account may be established specifically for the Customer with the FASTER Escrow Agent. A setup fee and an annual maintenance fee for this escrow account will apply. However, FASTER, in the event that it is no longer able to support, enhance, and further market the software listed in Schedule A; FASTER will make available FASTER source code for software listed in Schedule A to all customers who are active and up to date on their support service Agreement with FASTER. AGREED TO:  (Customer name): CCG Systems, Inc. DBA FASTER Asset Solutions: By: _________________________________ By: _________________________________ Title: _______________________________ Title: ________________________________ Date: ____________________________ Date: _____________________________ 18 Contents Pricing and SOW .......................................................................................................................................... 2  Payment Schedule by Milestone ................................................................................................................... 8  Annual Upgrades and Support Costs ............................................................................................................ 9  Optional Software, Add-ons & Services ..................................................................................................... 10  Payment Schedule By Milestone for Custom Work ................................................................................... 12  Attachment B - Faster Asset Solutions - SOW_Payment Milestone_Annual Upgrades 19 Pricing     FASTER 100% Em Created Orange C Date: May 14, Senior S Steve Sp Qty FMIS Co 350 100 1 COTS Ad 1 g and SOW R Asset So ployee-Owned d For: County, NC 2018 Software C pecht Pricing Descr ore COTS S 001 – S This pri (which a active). This inc one dat 012a – This pri assets ( $5000 a 25% of 050 – U Unlimite dd-ons 207nc – Provide perform configur are also present based s W olutions d Consultant: g in this p iption System Software Cost: ce includes up are defined as Each additio cludes one inst tabase. Software Cos ce includes up (which are def and more than the quoted S Unlimited Nam ed user access – Dashboard A s 20 standard mance measur ration capabil o drillable in th ed by the das so that you ca : roposal is : Standard Ac p to quantity l s originally va onal asset will tance of the F t: Non-Standa p to the quant fined as origin n $500). Each tandard Asset med Accounts: s (named acco Add-on: d metrics that es. The dashb ity to enable e hat you can cl shboard. And t n empower us s valid for tive Assets: listed standard lued at $5000 be $100.00. FASTER Web A ard Active Ass tity listed non nally valued at h Non-Standar t cost. ounts) include monitor fleet boards have p effective displ lick and drill in the Dashboard sers based on r 120 days d active asset 0 or greater a Application wit sets: -standard act t less than rd Asset cost ed. industry powerful lay of data. Th nto the data ds are role- n their roles. Stateme Pricing s. Co ts nd th $35,0 tive is $2,5 Includ hey $10,0 ent of Wo & Paym ost 00 00 ed 00 ork (SOW ent Term W), ms 20 1 300 – Single Vendor Fuel Import: The Fuel Import (FI) is a COTS add-on. It is a robust yet inexpensive way to import data from a Fuel System Vendor (FSV). It requires significant configuration and testing by FASTER. Below are important items the customer will need to provide for FASTER to configure, test and deploy: 1. FSV Fuel File Layout Definition – This is the layout for the export file you plan on receiving regularly from your FSV. It defines your fuel export file's columns, positions and/or delimiters (if used). 2. Fuel System Export Files - Live production export files from the fuel system, including the complete disbursement transaction data. A minimum of 100 transactions will be needed for proper testing. The export files generated from your fuel system must be flat files, not reports, and not generated in Microsoft Excel. It is important you ensure your FSV does not change this export file as any changes may require additional configuration and testing. 3. Completed FI-Customer Configuration Form -This is a detailed form that assists you in providing all the information required for the FI to be configured and tested properly. (This FI does not import Site & Dispenser information. You can add the importing of Site & Dispenser data to the FI for an additional ($2,500) cost.) $5,000 1 311 – FASTER Web Generic Inventory Import Utility (Walker/NAPA) This COTS interface permits a Customer to import inventory data. For example, you can use this to import parts data from vendors who manage your parts storerooms. You will want to provide your vendor the export file requirements and get their confirmation that they can provide an export file that meets the specifications. FASTER can provide the export file specification document for this utility. (Please note: This import is designed for vendors and customers who prefer or are limited to a daily batch update of inventory. If you prefer real-time, importing or exporting of inventory data, you may want to buy FASTER’s API add-ons instead of this import. FASTER has sophisticated APIs that can handle a broad array of integration needs. FASTER, your IT staff or the other vender can build middleware that can enable FASTER’s APIs to consume and pass data to and from your vendor.) This import consists of two main components: 1. A FASTER Web add-on application that retrieves an export file provided by your vendor from a designated file location, SFTP, or FTP site and imports the data into FASTER Web. The vendor created export file will need to contain items issued by the vendor for the previous day and credits to work orders for the previous day. - A record with a positive Selling Price will be treated as a issue. - A record with a negative Selling Price will be treated as a work order billing adjustment. 2. A special version of the work order print which includes (but is not limited to) a work order number, technician identifier, and repair identifier. Vendor personnel must enter this data into their system in association with the item that is being issued so $9,000 21 the Vendor’s export file can pass that data. This data needs to then be included in the vendor's export file so this Import Utility can associate the item to the correct work order, repair, and technician. Below are additional things to consider: --The utility will create an order and a receipt line item for each item that is issued. This maintains important business rules in FASTER Web without requiring additional manual intervention. --Your vendor will need to identify each store room so that items issued from the vendor export file will be associated with the FASTER Web storeroom. --If you have a vendor who manages your inventory be aware that: Using this import may require process changes. So it is important that you gain agreement with the vendor prior to purchasing this import. You may want to provide your vendor the FASTER specification document, so that vendor can confirm they can provide all that is needed. --Use of this import will result in the vendor's system being the system that maintains inventory levels instead of FASTER Web. If you desire to maintain inventory levels in FASTER Web, you would want to purchase FASTER’s API and middleware services instead of this import. By using the APIs, you can enable a vendor to be able to pass data in such a way that FASTER Web can maintain a shadow inventory so FASTER Web users can see stock that is on-hand through FASTER Web. If the part vendor will not do this, the other option is to maintain inventory in both systems by requiring the vendor's staff to dual input data in their system and FASTER Web (We don’t recommend this last option, but if you already have a Parts vendor that has limited integration capability, this may be on option worth considering.) Data Services 1 400a - Level 1 Data Conversion and Testing: Equipment Birth Certificates, Parts Birth Certificates, Vendor Birth Certificates, Employees/Users Records. This product utilizes a utility and series of packages to convert your data to a FASTER Web database. As part of conversion, FASTER will perform two types of testing: 1. Functional stability testing to ensure that there are no data conflicts with the FASTER Web table structure; 2. Data Validation testing to test that data was converted properly. $6,000 1 401a – Extraction to SQL Staging Database: FASTER will provide an MSSQL staging database into which the Customer’s team will map and populate the data you extract from the former database. (After the Customer completes mapping and populating the data in the staging database, FASTER will execute the conversion level the Customer choses which is noted below to transform the data and create a FASTER Web structured database. FASTER will then perform data validation testing.) $6,000 22 1 405 – Data Cleanup: If the data in the current system is in need of correction prior to the extraction, the customer will be responsible for data correction that takes place in the legacy system. (However, as part of the implementation process, FASTER Fleet Consultants will provide advice and guidance related to data correction.) For customers who maintain reliable data, there should be no need for data correction. However, if past practices or flawed conversions permitted incorrect data to be entered in the current system, it is advisable that the customer correct this prior to the extraction process beginning. n/a Implementation Services & Training 1 500 – Project Management: Project Management (under 2000 Standard Active Assets) $15,000 1 511a – System Overview Meetings (SOM): System overview meetings take place via live, remote web- based sessions. They consist of two, 4-hour meetings that will occur on the same day or two consecutive days where the customer will ensure key users are able to participate. $3,300 1 511b - Configuration Training This takes place via live, remote, web-based sessions. It consists of two 4-hour sessions that can occur on the same day or two consecutive days. (If you bill by account-code, there will be a third session that will also take 4-hours.) $3,300 1 512 – System Training/Go-Live: This training includes the below training agenda. Because training is hands-on, the maximum class size is 20 attendees and includes a single training location. Additional training sessions and trainers can be added at an additional cost any time up to 4-weeks prior to your go-live. See Below 1 512a – Go-Live Week System Training - Asset Module (4 Hrs): Should include FASTER System Admin and Asset Managers. $2,200 1 512b – Go-Live Week System Training - Maintenance Module (4 Hrs): Should include FASTER System Admin, Maintenance Supervisor, Service Writers and/or Technician who will create work orders. $2,200 1 512c – Go-Live Week System Training - Parts Module (4 Hrs): Should include FASTER System Admin, Parts Staff and Parts Managers. $2,200 1 512d – Go-Live Week System Training - Fuel Module (1 Hr): Should include FASTER System Admin and Fuel Clerk. $550 1 512e – Go-Live Week System Training - Vendors & Accounting Modules (1.5 Hrs): Should include FASTER System Admin, Accounting Staff and $825 23 Parts Managers. 2 512f – Go-Live Week System Training - Technician Workstation (2.5 Hrs): Should include FASTER System Admin and Technicians. $1,375 1 512g – Go-Live Week System Training - Additional Trainers (TBD): The above training costs provide for one trainer the week of go live. One trainer can provide one session of each of the above hands-on, user training sessions with the exception of the Technician Workstation. (Two Technician Workstation sessions can be accommodated by a single trainer.) If you determine your training needs require additional training sessions due to shift work or other needs, an additional FASTER trainer can participate during the week of go live for an added cost. Therefore, it will be important for you to determine the total number of training sessions and trainers you will need in order to then calculate your total training cost. Each of the above training sessions are role-based. So it should be easy to determine how many staff you have for each role. Typically the largest training sessions are the Technician Workstation and Maintenance Module. Please remember that you may want your Technicians to attend more than the Technician Workstation training module. To calculate your additional training costs: -- The cost (including room, board and travel) of the 1st trainer is included in the above costs. -- Travel, room and board will be a flat cost of $1,000 for each additional trainer. -- To calculate session costs, multiply the number of additional training sessions you need of each of the above session options by the cost of the training module as listed above (module session cost times how many instances of that module session you require). -- The above flat fee for travel, room and board of each additional trainer as well as the fees for the above training assume that training sessions will be held consecutively so as to minimize the number of days a trainer would need to be at your location. It also assumes there is no weekend stayover. If training will begin one week and extend into the next week, an additional $1,000 per trainer would apply for travel, room and board ($1,000 flat fee per trainer times the number of business weeks spanned). TBD 24 Discounts 1 904 – Slotting Discount: FASTER does not hire outside trainers or consultants to provide training and assistance to you when implementing FASTER. We use our own team of highly experienced professionals. This provides a much higher quality implementation than our competitors who do not maintain as large a staff to support their customers. In addition, because of FASTER Web's preeminence we have record numbers of new customers. And we attempt to give customers the maximum amount of flexibility during the implementation. As a result, we have periods during the year that are very busy and others where some of our Implementation Team will be waiting on customers and have idle time they can devote to other projects. Therefore, we offer a group of customers this slotting discount in exchange for permitting us to flex some of their implementation tasks around the needs of other customers. This discount will apply should you provide a signed contract and start your implementation by July 2, 2018. Due to the time sensitivity of this, a PO will need to be received or a contract will need to be signed by July 2, 2018 or this offer will expire due to other customers who are interested in this slotting discount. -$4,451 Software & Services Total $99,999 Upgrades & Support 1 801 – Upgrades & Support: Annual support includes phone support, as well as upgrades for your FASTER Web software. Annual software maintenance is purchased or renewed every 12 months. Support services apply to FASTER Web COTS System, Add-ons and Customizations. After the initial renewal year, support costs will increase at 3% annually. (There is no Upgrade & Support cost until one year from contract.) $11,070 Upgrades & Support Subtotal $11,070 25 Payment Schedule by Milestone Payment Schedule By Milestone Milestone Percent Due Purchase Confirmation 30% COTS Software Delivery 30% COTS System Overview 20% Delivery of Converted Data and Go Live 15% 30 Days Post Production Go Live 5% Hourly Work: Billed Monthly TBD Support Due One Year from Contract Signing 100% 26 Annual Upgrades and Support Costs Annual Upgrades and Support Years 1 - 5 Year 1 Included Year 2 $11,070 Year 3 $11,402 Year 4 $11,744 Year 5 $12,096 Annual Upgrades and Support Years 6 - 10 Year 6 $12,459 Year 7 $12,833 Year 8 $13,218 Year 9 $13,615 Year 10 $14,023 27 Optional Software, Add‐ons & Services Purchas e Cost Annual Upgrade & Support Cost Optional COTS Add-ons 1 210 – Semantic Layer: The Semantic Layer Add-on is not required to create or modify reports or dashboards. It makes the process easier. The FASTER Web Semantic Layer provides a business user friendly data layer, making it easier for a site to create their own reports and dashboards. It is built on the Microsoft SQL Server Analysis Services (SSAS) Tabular Model. (Note: Microsoft’s MS SQL SSAS Tabular Model is only available with the 2012 and above versions and is only included in the Business Intelligence or Enterprise editions of MS SQL). $10,000 $2,000 1 211 – VIN Decoder: Allows user to scan VINs using a barcode scanner or to key in VINs to access an asset already in FASTER. Or for new assets not in FASTER Web, it will access, download and decode birth certificate data from the NHTSA database. The data downloaded from NHTSA will integrate with/auto-populate fields within the FASTER system in the Create Asset and Select Asset processes. VIN Decoder is compatible with FASTER Web v6.4.5x and higher. $7,500 $1,500 1 320a – Inventory Web Service API $10,000 $2,000 1 320b - Purchase Orders Web Service API $6,000 $1,200 1 326 –Telematics Import - Engine Meters This import will import the following data and place it in corresponding fields for operation use and reporting: Engine Meters. $9,000 $1,800 1 328 –Telematics Import - Alerts This import will import the following data and place it in corresponding fields for operation use and reporting: Alerts. $6,500 $1,300 1 330: Telematics Alert Mapping $10,000 $2,000 For customers who have purchased an alert import capability (using FASTER Web’s Asset Alerts Web Service API or custom import), alert data is by default accessible in the Asset module under a tab called “Alerts” and via the Maintenance module under the action “Service Request & Alerts,” and in the Technician Workstation under the Work Order Repair screen “Alerts” button as well as in the W343 Alerts & Service Request standard report. This Alert Mapping Add-on provides additional and separate functionality from the above by enabling Fleet Operations staff to map desired alerts to trigger: 28 1. Creating a service request. 2. Sending a notification via email and or text. 3. If you map an alert to a repair code, you can also configure alerts so alerts trigger the creation of Pending Repairs. 4. You can also use this mapping tool to identify any alert which you do NOT want to trigger any action to only show up on the Alerts tab in the Asset module. This add-on also provides ease of use by permitting the user to easily sort and filter for mapping to repair codes. In addition, if your Telematics vendor does not provide alert descriptions that are easy to comprehend, FASTER can provide a reference to the SAE (Society of Automotive Engineers) codes for cross reference purposes. (To use SAE’s codes, a separate fee will need to be paid directly to SAE to purchase the license rights.) 29 Optional Go-Live Custom Work Coding & Testing Annual Upgrade & Support Cost 1 333e – Custom Integration: Export: (Accounting (Tyler Munis): General Ledger) This is an estimate for a one-way export. The actual cost of export can be determined once specifications are identified. $4,000 $800 1 333 - Custom Integration: AMS-Motor Pool Techs 1.057 System shall have the ability to calculate the due date for the vehicle to be fixed based on: 1.058 ▪ Issue/repair type. 1.059 ▪ Parts needed to fix the 1.060 ▪ Work order category 1.061 ▪ Date of work order creation This is an estimate for a custom integration. The actual cost of integration can be determined once specifications are identified. $8,000 $1,600 1 333 - Custom Integration: 1.063/2.013/3.016/4.041 System shall have the ability to send notification to the motor pool supervisor and support staff if the tech changes the expected completion date. This is an estimate for a custom integration. The actual cost of integration can be determined once specifications are identified. $12,000 $2,400 1 333 - Custom Integration: 2.014 System shall have the ability to enable the supervisor to approve the change to the expected completion date. This is an estimate for a custom integration. The actual cost of integration can be determined once specifications are identified. $8,000 $1,600 1 333 - Custom Integration: 2.015 System shall have the ability to automatically send out notifications to the clients once the changes to the expected completion date is approved and work order is updated. This is an estimate for a custom integration. The actual cost of integration can be determined once specifications are identified. $8,000 $1,600 Payment Schedule By Milestone for Custom Work Milestone Percent Due Start of Project 50% Delivery 50% 30 Attachment C - Faster Asset Solutions - Software Upgrades & Support Agreement 1.Scope: Software Upgrades & Support will consist of: (i). Upgrades to the Commercial Off the Shelf (COTS) software and Custom software listed in Section-3; (ii). Correction of defects to keep the software in conformance with the applicable user documentation as noted in Section-4; and (iii). Telephone support listed in Section=5. Support will not include: (i) set-up, installation, or configuration of hardware and software required for the Customer to access the FASTER software unless a separate hosting or Software as a Service (SaaS) addendum is included in this Agreement. To the extent Customer used a previous version of the software or a legacy FASTER product and maintains that version or legacy FASTER product, this Agreement does not extend Software Upgrades & Support to that previous version or a legacy FASTER product unless specifically stated. Software Upgrades and Support for a previous software version or legacy FASTER product will require a separate Software Upgrade & Support Agreement at an additional cost. 2.Representative. Customer will identify both a Representative and an alternate to be designated as FASTER’s contact(s) for communicating with FASTER concerning Support, making other requests, or providing notice under this Agreement. Customer may change the Representative upon notice to FASTER (other members of Customer’s Team may place support calls to FASTER Support). 3.Software Upgrades: a.All software from FASTER requires that the Software Upgrade & Support Agreement be renewed annually by Customer. After the first year, Software Upgrade & Support will automatically renew unless Customer cancels per the termination provisions identified herein. Software Upgrade & Support provides the following upgrade benefits: i.Upgrades for the Core COTS Product: Each new version release of the specific “Core COTS Product,” which are included under this Agreement, are provided at no added cost to Customer. As long as Software Upgrade & Support is maintained, Customer is entitled to new version releases of the FASTER product included under this Agreement. ii.Upgrades to Add-on Products and Customizations: All Add-on Products and customizations will be upgraded to function with new versions of the Core COTS Product as long as Customer continues to renew Software Upgrade & Support. And as long as Customer remains current on Software Upgrade and Support, the Customer may license additional add-ons. 4.Software Defects: Software Upgrades & Support covers issues or problems that are the result of a verifiable, replicable errors (FASTER will use all reasonable means to verify and replicate) in the software ("Verifiable FASTER Defect"). An error will be a Verifiable FASTER Defect only if it constitutes a material failure by the software to function in accordance with the applicable software documentation. This documentation includes the User Manuals for the COTS products and the detailed Requirements Document for which Customer signed-off for any customization. 5.FASTER Software Support Coverage: Customer will have access to FASTER’s Technical Software Support Personnel ("Software Support") during Normal Business Hours. For the 31 purposes of this Agreement, Normal Business Hours are defined as 7:30 am to 6:00 pm EST/EDT, Monday through Friday (excluding U.S. public holidays). Communications with Technical Support may be via telephone or e-mail. In addition to the support obligations listed above, FASTER provides emergency phone support twenty (24) hours a day, seven (7) days a week outside of Normal Business Hours by having Support staff members on-call for phone support for issues defined below under “Emergency FASTER Support.” 6. Emergency FASTER Support is available when: A. The system is frozen; B. The system has crashed and will not recover; or C. Customer cannot process work in the system. 7. IT Support & Consulting Not Provided: Unless Customer contracted FASTER to provide hosting, FASTER Support does not include IT tasks such as hardware upgrades or changes; server operating system or relational database management system installs, patches or upgrades; backup and restore or disaster recovery; virtual machine management; server and database cluster tasks, etc. (if FASTER is providing hosting, a separate schedule will address hosting and hosting support). 8. Other Limitations on Support: FASTER will provide trouble shooting and advice related to mistakes Customer’s employees may make (data deletion, data input error, administrative or user errors, etc.). As a courtesy, FASTER’s Support Staff accepts such calls and is willing to assist Customer in attempting to resolve such issues that are outside the scope of support outlined in this Agreement. As such, while FASTER staff often is able to add value in root cause analysis and trouble shooting of issues that are outside of FASTER’s responsibilities, there may be occasions when FASTER must discontinue support efforts on issues that are outside of FASTER’s responsibilities to be attentive to other customers’ support issues. 9. Training: Support does not include training. Live-remote training via a web-based medium such as GoToMeeting can be provided for an additional cost. FASTER also offers Regional Training for an added cost in geographic areas where there are concentrations of customers. 10. Customer’s Responsibilities: a. Customer’s Representative must be qualified and authorized to communicate all necessary information, must have administrative access to the FASTER application, must have access to the database and hardware resources to be able to perform diagnostic testing and be available for follow-up, if required. FASTER does accept calls from Customer Staff who do not meet the above requirements. However, resolution of some issues may require a Customer Staff member who meets the above criteria be available. b. Customer accepts sole responsibility for any compatibility problems between the Services and any other application software or non-current software programs not maintained or supported by FASTER. 11. Submitting a Request: Customer should be prepared to provide the following: a. Telephone number and alternate method of contact (i.e. email address); b. A description of Customer’s problem or question; c. Provide screen capture/s or video/s of the issue; d. The circumstances under which the problem does or does not occur; 32 e. Specific error messages, error numbers, log files and program numbers; and f. For customers who host FASTER on their internal IT infrastructure, additional information may be needed such as: Version of the FASTER Software in use, client or server operating systems versions, Hardware specifications, etc.   12. FASTER will follow the below process to assist Customer with resolution of issues: a. During Normal Business Hours, FASTER’s answering of phone calls is as follows: 95% by the third ring, 99% by the fifth ring. b. There is an exception to the above during FASTER Support Team training, which will occur no more than twice a month and for no more than 90-minutes each. During these training sessions, the response time may drop to 90% of calls answered by the fifth ring. c. FASTER’s response to email support requests during Normal Business Hours is: 95% within three hours and 99% within one business day. d. Once contact with a FASTER Support Team Member is established via phone or email, a case will be created for tracking purposes and the supplied information will be documented such that a Customer may request a case number for tracking purposes. e. In order to resolve the issues on Customer’s first call, FASTER’s Support is structured to: answer Customer’s questions and identify logs, tests or error information the Customer needs to acquire and submit in order to trouble shoot the issue during that first phone call. f. If the issue cannot be resolved in one phone call, the Support Team Member who took the call will diligently strive for timely resolution. If the Support Team Member cannot timely resolve this issue, he/she will engage with his/her supervisor to assign the case to the appropriate staff member for either resolution or escalation of the case to the Development Team. Term: For a new customers: The term is dictated by the Statement of Work & Pricing Document. For customers migrating to FASTER Web: The term and cost is dictated by the Statement of Work & Pricing Document. For customers renewing annual Software Upgrades & Support for their current FASTER product: The term of this Agreement shall be for one year from the day after the expiration of the previous year’s Software Upgrades & Support Agreement. The renewal will include a 3% (three percent) cost increase from the previous year’s Software Upgrades & Support Agreement. A lapse in Software Upgrades & Support is defined as non-payment for 60-days after the expiration of the previous year’s annual Software Upgrades & Support Agreement. Should the Customer lapse in its continuity Software Upgrades & Support by non-payment of more than 60-days, renewal of annual Software Upgrades & Support will be at FASTER’s discretion and may require a penalty payment and a price that is based on current retail cost. Customer may opt to terminate Software Upgrades & Support at the later of the end of any one-year term or the term identified in the Statement of Work & Pricing. Customer may renew Software Upgrades & Support by paying for the next year’s annual Software 33 Upgrades & Support with a 3% (three percent) increase within 60-days after the end of the previous support period. A customer may, at any time, license other FASTER software that will also have a Software Upgrades & Support fee. There will be an additional Software Upgrades & Support fee due at the time of licensing the additional software based on the associated licensing fee. That fee is determined by FASTER pro-rating the months remaining on the current year’s Software Upgrades & Support. And the following year’s Software Upgrades & Support will include an increase reflecting that licensing and the commensurate 3% (three percent) increase.   34 Attachment D - Faster Asset Solutions - Software License Agreement 1.Perpetual License: FASTER grants to Customer a perpetual, non-exclusive, non-transferable license to use the FASTER software specified in Schedule A in accordance with the terms of this Agreement. 2.Environment: Customer understands that it may use FASTER’s proprietary software in a single environment. In this Agreement an “environment” is defined as a single installation (instance) of the FASTER application and one FASTER database. FASTER publishes specifications for each release of the product. Therefore, the first use of a version of FASTER and each subsequent upgrade to a newer version requires that Customer’s environment comply with the minimum published specifications. Failure to meet the minimum specification puts Customer’s operation at risk and may lead to FASTER being unable to provide support until Customer’s environment complies with the published specification. a.SINGLE FASTER TEST/PRODUCTION ENVIRONMENT: In order to minimize costs, as well as control quality and reduce risk, there will only be one environment through the implementation process. This environment, upon installation and during implementation will be the test environment on which all tasks (system overview, configuration, testing, training, etc.) will be performed. Upon restoring a final, go-live, database, this test environment will then be promoted to become the production environment. b.TEMPORARY POST-GO-LIVE TEST ENVIRONMENT: After go-live of the FASTER system, this Agreement permits Customer to stand up a temporary test environment on their premises, limited to the following circumstances: Testing a new version of FASTER; Testing the delivery by FASTER of any custom deliverables built by FASTER; Testing upgrades and/or patches Customer performs on Customer’s server operating system; or database patches or upgrades; or if Customer is replacing server hardware. This test environment can be stood up 30-days prior to any of the above-identified testing and must be turned off or deleted within 45-days after any of the above is complete. (This does not apply if FASTER is providing hosting.) c.OTHER TEST OR DEVELOPMENT ENVIRONMENT/S: Customer may have a separate test or development environment for other purposes at any time (e.g., during the implementation or after go-live) with payment of an additional license fee and an annual support fee. 3.Copies, Backups & Catastrophic Fail-Over: Customer understands that it is able to make regular backups of all programs and data and clone, copy or maintain a mirror image of the production environment for catastrophic fail over. This includes the use of virtual machine cloning. (Does not apply for FASTER hosted Customers.) 4.Software Modifications: Customer may not modify the FASTER software, including, but not limited to, reverse engineering of any component of the FASTER system in order to perform any such modifications. Should Customer violate this provision, all warranties associated with the FASTER system are null and void. 35 A� O® CERTIFICATE OF LIABILITY INSURANCE ATEIMh1fODlYYYY) 12104!2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 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 Z' REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. if SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER MARSH USA INC. 122517TH STREET, SUITE 1300 CONTACT NAME: Fa cNn o Ext : FAX No l: DENVER, CO 80202 -5534 Attn: Denver.CertRequest @marsh.com; F: 212 - 948-4381 VMAIL s: 6603K662699 12!0112017 kilo, 1270 18 INSURERS AFFORDING COVERAGE NAIC # INSURER A: Chaster Oak Fire Insurance Company 615 CN119172492-- GAWFP -17 -18 INSURED GI Peak Holding Corporation INSURER B: Travelers Propeoy Casuah Co. Of America LT5674 INSURER C: Travelers Casualty Insurance Company Of Amen 19046 6400 S. Fiddlers Green Circle Greenwood Village, CO 80111 INSURER D: Beazley Group. GENERAL AGGREGATE INSURER E now PRODUCTS - COMPIOP AGG - INSURER F: $ A COVERAGES CERTIFICATE NUMBER: SEA - 003523679 -01 REWISION IIIMBER: 0 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED N7%LD .,OOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OT ❑OCU WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCR1 HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAI I�TR TYPE OF INSURANCE ADDL 5LIBR POLICY NUMBER ImmioDfYYYY POL D XP LIMITS A X COMMERCIAL GENERALLIABU -ITY CLAIMS -MADE M OCCUR 6603K662699 12!0112017 kilo, 1270 18 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTE PREMISES tEa occurrence $ 1,000,000 MED EXP (Any one person). $ 10,000 PERSONAL &ADVENJURY $ 1,000,000 GEN'L AGGREGATE LIM IT APPLIES PER: X PRO - POLICY 1-1 PRC LOC OTHER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMPIOP AGG $ 2,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY BA3K669921 - 1210112017 1210112018 COMBlNEDSINGLELIMIT Ea accldenl $ 1,000,000 BODILY INJURY (Per person) $ 80UlLY INJURY (Peraactdent) $ X PROPERTY DAMAGE Per accident $ X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE C 0 12101/2017 12/01/2018 EACH OCCURRENCE $ 25,000,000 AGGREGATE $ 25,000,000 DED X RETENTION $10 000 $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETORIPARTNERIEXECUTIVE OFFtCERfMEMBEREXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below B3RRJPffA 1210112017 12/01!2016 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. USEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,0(10,000 ❑ Media Tech E &O& Cyber W15LZ6171201 12101/2017 12/0112018 Limit Deductible 10,000,000 100,600 DESCRIPTION OF OPERATION EHICLES (ACORD 141, Additional Remarks Schedule, may be attached If more space is required) CERTIFICATE BOLDER CANCELLATION For information Only SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Jon Lindstrom ©1988 -2015 ACORD CORPORATION. All rights reserved. ,,ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD 37 AGENCY CUSTOMER ID: CN1 1 91 72492 _ LOC #: Denver ACC?1? V ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY MARSH USA INC. NAMED INSURED G1 Peak Holding Corporation 6400 S. Fiddlers Green Circle Greenwood Village, CO 80111 POLICY NUMBER - CARRIER NAIC CODE EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insuranoe 46k Crime: Garner: Federal Insurance Company Policy No.: 82408605 Effective Date: 12101/17 Expiration Date:12101f2018 Limit: $3,000,000 Deductible: $50,000 Actual Loss Suslained Inducting Coverage for - Employee Theft, Premises, In Transit, ERIM, Forgery, Computer Fraud, Funds Tra Order and Counterfeit, Credit Card Fraud and Third Party Coverage - $3,000,000 Limit, $50,000 Deductible Directors and Officers: Carrier. Federal Insurance Company Poiicy No.: 82408605 Effective Date: 1210112017 Alli Expiration Date: 1210112018 UrQ: $10,000,000 Deductible: $100,000 Pollutionlrank Liability: Carrier: ACE American Insurance Company Policy No.: G46832280001 Effective Date: 1 1103 12017 Expiration Date: 1V0112018 Limit: $1,000,000 Aggregate: $4,000,000 Deductible: $5,000 O� ACORD 101 (2008101) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Attachment 2 Project Scope Definition of Proposal from RFP# 5234 Advertised November 22nd, 2017 The Orange County, NC department of Asset Management Services (AMS) is seeking proposals from qualified firms for software and implementation services for migrating and enhancing the existing iMaint System including processes and data, to a robust software platform that takes advantage of current technologies in order to support storage, workflow, access and integration. The overall objective of the project is to review, select and implement a software platform that enables AMS to: • Improve the process and interaction for all AMS motor pool customers: o Provide on- demand live status of all ongoing repairs • Transparent workflow process • Detailed invoice and reports • Improve management of work order lifecycle: • Manage the work order lifecycle from request entry to completion phase • Seamless integration between software and contracted parts supplier, NAPA. • Ease of sending communications to internal AMS staff and /or customers • Parts and vehicle information management including keeping track of warranties o Detailed invoicing and reporting • Customize Dashboards • Eliminate paper based processes • Reduce manual processes and increase productivity • Improve integration between applications and other software systems • Take advantage of newer technology, especially touch -based interfaces