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2026-002-E-OCTS Dept-Foxster Opco, LLC, CTS Software, CTS-Transit Softwarre
Revised 01/24 1 [Departmental Use Only] TITLE TRANSIT SOFTWARE FY 2026 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 15th day of December, 2025, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Foxster Opco, LLC, ("CTS Software", "CTS"), (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 Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Transit Service Software (See Attached) 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 the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest 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 submission of all work related to the Basic Services. Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 Revised 01/24 2 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 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. vi) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits, or addenda. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 Revised 01/24 3 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Purchase and Installation of transit service software plus nineteen months of service (See Attached) 4. Duration of Services a. Term. The term of this Agreement shall be from December 15, 2025 to June 30, 2027 . b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County unless the County causes the delay. (Contract Specific Revision 11/13/25) iii) The Commencement Date for the Provider's Basic Services shall be December 15, 2025. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Three Hundred Four Thousand Twenty Dollars ($304,020). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of the disputed amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. (Contract Specific Revision 11/13/25) c. 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 a. Cooperation and Coordination. The County has designated (Jamael Wiley) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 Revised 01/24 4 Commissioners and who 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 any additional insurance as may be required by County’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.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). 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 parties agree, without limitation, that each shall independently defend, 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 negligence or misconduct and neither shall have the obligation to indemnify the other under the terms of this agreement. (Contract Specific Revision 11/14/25) 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. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 Revised 01/24 5 terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. 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. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables created specifically for the County and the County’s data relating to the Project including any electronic data or files relating to the Project. (Contract Specific Revision 11/13/25) 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 work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 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. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. 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. 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. Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 Revised 01/24 6 c. Non-Discrimination. 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 non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy 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. 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 such suit or action. e. Entire Agreement. This Agreement 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. The Master Services Agreement and Orders are also signed as part of the contracting process, so we need a hierarchical integration clause. This Agreement, together with the Master Services Agreement, all Orders, Statements of Work, and any exhibits or attachments hereto (collectively, the “Contract Documents”), constitutes the entire understanding between the parties and supersedes all prior or contemporaneous written or oral communications, representations, or agreements relating to its subject matter. In the event of any conflict or inconsistency among the Contract Documents the following order of precedence shall apply: (a) this Agreement (b) the applicable Order or Statement of Work (c) the Master Services Agreement (d) any other referenced documents, exhibits or attachments. Except as expressly stated otherwise, the terms of this Agreement shall prevail. (Contract Specific Revision 11/13/25) 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 created expressly and exclusively for use by the County, such documents shall Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 Revised 01/24 7 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 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. (Contract Specific Revision 11/13/25) 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 or 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 or 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. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state 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 certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Jamael Wiley Foxster Opco, LLC P.O. Box 8181 ("CTS Software", "CTS") Hillsborough, NC 27278 Post Office Box 57 Swansboro, NC 28584 [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 Revised 01/24 8 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: _________________________________ Travis Myren, County Manager By: __________________________________ Adam Fox, President Printed Name and Title Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 1/6/2026 1/6/2026 Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Foxster Opco, LLC, ("CTS Software", "CTS")) Vendor Contact Person: Adam Fox Phone: 910- 290-6300 Address: P.O. Box 57 City Swansboro State: North Carolina Zip: 28584 Department: Transportation Services Amount: $304,020 Purpose: Transit Softwarre Budget Code(s): 61435035-802211 Vendor # 26994 Vendor Status with NCSOS: Current-Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 12/15/2025 End Date 06/30/2027 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: 12/09/2025) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(#G.S. 143- 129(e)(9) ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:________ Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 12/22/2025 12/29/2025 12/29/2025 1/2/2026 1/5/2026 Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 Customer Driven Software That Works CTS Software (CTS) is pleased to submit our cost proposal to Orange County Public Transportation for your dispatching and scheduling needs. Our company has provided software products, upgrades, and technical support to the public transportation industry since the mid-1990s, and we have a keen understanding of your business, business objectives, and vision of your future. We help you maximize efficiency, grow ridership by enhancing the passenger experience, and support a great work atmosphere for your employees. Our flagship web-based solution is TripMaster—powerful, flexible, completely scalable, and feature-rich. This proposal includes a suite of effective modules to ensure that we will meet Orange County Public Transportation needs now, as your organization's demands change, and goals are met. We’ve gone to great lengths to design an overall feel and business logic that proves our commitment and dedication to you. CTS truly believes—based on knowledge of the industry, coupled with years of service to providers like you—that we are the perfect solution. We are most proud of our family-style commitment to customer service, and our customers will tell you that they appreciate reaching a real live person, who knows them by name, on the phone 24/7 if they ever need help. In closing, we would again like to thank you for this opportunity. We look forward to a favorable evaluation that ultimately benefits the local communities you serve. Our reasoning for creating effective and efficient solutions comes down to those that need the valuable services provided by transportation providers and enhancing the experience for everyone involved. Thank you for this opportunity and thank you for considering us as your partner for many mutually beneficial years. Cost Proposal TripMaster by CTS Software - Quote # 4564 v6 2 / 14 Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 TripMaster by CTS Software PO Box 57 Swansboro, NC 28584 United States T: 800-704-0064 F: 866-244-4351 Quote #4564 v6 Date 11/13/2025 Expires 12/31/2025 Contact Jeff Neese Prepared for Orange County Public Transportation Katrina Wall 600 Hwy 86 N Hillsborough, NC 27278 United States T: (919) 245-2008 E: kwall@orangecountync.gov TripMaster Capital Cost Proposal 2025 One-Time Fees Category Item Qty Price Total Product TripMaster Software Vehicle Fee TripMaster Software with reservation management , automated trip optimization for same-day and batch scheduling with customizable profile settings and instant optimization statistics. Driver application, ParaScope, for electronic manifests, real-time vehicle tracking, mobile messages, and pre- and post-trip inspections. Mapping, billing and reporting including a custom report builder. 20 $2,150.00 $43,000.00 Product User Licenses Fee Fee per username and password to access your TripMaster database. 7 $300.00 $2,100.00 Product TripReminder Module Vehicle Fee Customizable passenger trip reminder phone calls or text messages automate a day before reminder and an on-the-way reminder. 20 $400.00 $8,000.00 Product TripPortal Vehicle Fee Online and app-based (android and IOS) trip booking for passengers and third-party delegates. 20 $400.00 $8,000.00 Product TripPass Vehicle Fee Contactless ticketing for digital fare collection, punchcard option, and data range for active use. Physcial cards are scanned by the driver application, ParaScope, and/or the use of E-Pass is available. 20 $300.00 $6,000.00 Hardware TripPass Design, 1000 Passes, In-office Scanner The purchase of 1000 professionally designed passes including all design fees, printing, and shipping. One in-office QR code scanner with a USB connection shipped and delivered. 1 $595.00 $595.00 Services Passio GO CAD/AVL GPS Setup Setup Passio GO solution for customer account. One fee per system 20% Item Discount ($527.40) 1 $2,637.00 $2,637.00 $2,109.60 Product Passio GO GPS CAD/AVL Software License Per unit one-time software license. Includes lifetime updates. For installed, portable, and API configuration. 6 $167.00 $1,002.00 ACCEPT QUOTE Cost Proposal TripMaster by CTS Software - Quote # 4564 v6 3 / 14 Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 One-Time Subtotal $150,162.00 Discount ($2,309.00) Hardware Antenna, Roof Mount Pepwave Antenna Unit for GPS Tracking includes an external antenna. 6 $375.00 $2,250.00 Hardware / Hardware Cellular Router & Modem 6 $1,061.00 $6,366.00 Hardware / Hardware MDT Portable 6 $1,082.00 $6,492.00 Hardware / Hardware Apc - Aps Unit 6 $1,671.00 $10,026.00 Setup / Setup Passenger Counting: APC System Setup 20% Item Discount ($395.20) 1 $1,976.00 $1,976.00 $1,580.80 License / License Passenger Counting: APC Software License 6 $952.00 $5,712.00 Hardware / Hardware Power Management Module 6 $314.00 $1,884.00 Setup / Setup/License NTD /setup with OpsView 20% Item Discount ($1,123.40) 1 $5,617.00 $5,617.00 $4,493.60 License / License NTD /software License with OpsView 6 $167.00 $1,002.00 Setup / Setup/License Mobile WiFi Standard Setup 20% Item Discount ($263.00) 1 $1,315.00 $1,315.00 $1,052.00 License / License Mobile WiFi Software License 20 $239.20 $4,784.00 Setup/Implementation / Installation Installation of Cellular Router on 14 Vehicles for Public Wifi 14 $430.00 $6,020.00 Hardware / Hardware Cellular Router & Modem 14 $1,061.00 $14,854.00 Setup/Implementation / Installation Installation MDT APC Cellular Router Roof Mount Antenna Power Management Module All installation costs are based on all vehicles being available at the time of the technician visit. If additional trips or revisits are needed due to bus availability, additional fess will apply. hardware installation and connectivity testing. On site charges, travel, and initial costs. 6 $1,755.00 $10,530.00 Category Item Qty Price Total Monthly Fees Category Item Qty Price Total Monthly Fees Support, Hosting, Backups, and Updates Allowing CTS to host your database in the Microsoft Azure Cloud guarantees a minimum of 99.9% uptime with multiple fail-safes, including a server architecture that incorporates redundant instances of each server, to ensure you always have access to your system. CTS also performs a database backup every 15 minutes, and full-system backups hourly. 1 $350.00 $350.00 Monthly Fees Vehicle Fee 20 $22.00 $440.00 Monthly Fees License Fee 7 $20.00 $140.00 Cost Proposal TripMaster by CTS Software - Quote # 4564 v6 4 / 14 Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 Monthly Subtotal $4,343.02 One-Time Subtotal $7,250.00 Monthly Fees TripReminder Fee (1,000 Monthly Calls/Texts)2 $33.00 $66.00 Monthly Fees Where's My Ride Vehicle Fee Enhancement to the TripReminder module. Text message notification to the rider with real-time vehicle location and the real-time estimated time of arrival. 20 $5.00 $100.00 Monthly Fees TripPortal Module Vehicle Fee 20 $20.00 $400.00 Monthly Fees TripPass Module Vehicle Fee 20 $20.00 $400.00 Monthly Fees / License Fees - Recurring Passio GO GPS/AVL Recurring Monthly Per unit monthly recurring fee. Configuration updates, reporting, and data storage. 6 $73.50 $441.00 Hardware / Recurring Passenger Counting: APC Recurring Monthly 6 $89.75 $538.50 Hardware / Recurring NTD: Recurring Monthly with OpsView 6 $41.92 $251.52 Hardware / Recurring Monthly Cellular Data-WiFi Plans Monthly 20 $60.80 $1,216.00 Category Item Qty Price Total * Recurring fees billed monthly with 0 upfront payment(s). Implementation One-Time Fees Category Item Qty Price Total Services / Training Data Acquisition, Conversion, and Install TripMaster will perform a database conversion of existing data from your current files into your TripMaster database. The converted data will be transferred confidentially, and CTS Software will ensure that appropriate high- level security measures are taken to protect the data's integrity and accuracy. 1 $0.00 $0.00† Services Remote System Set-up TripMaster will conduct a series of online webinars using Zoom during the initial system setup phases. Watch and learn from role-based documentation, help videos, short quizzes, and follow-up meetings with your technical trainer to train your end-users and staff. Online training is done for all projects prior to the remote go-live or prior to the onsite training and go-live if added. 1 $750.00 $750.00† Services / Training Onsite Training Daily onsite, in-person representation for your technical trainer. Once onsite, your technical trainer(s) will work directly with the licensee’s project manager and all other staff by what is known as “job shadowing”. We believe in understanding your operation and fitting the software into your world rather than you having to fit into the software. 5 $700.00 $3,500.00† Services / Training Onsite Travel Expenses Flat rate for each trip requested in order to complete the onsite, in-person training. 1 $3,000.00 $3,000.00† MicroTransit Cost Proposal TripMaster by CTS Software - Quote # 4564 v6 5 / 14 Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 One-Time Subtotal $55,000.00 Monthly Subtotal $600.00 One-Time Fees Category Item Qty Price Total Product TripPortal White Labeling Fee Web-based application and mobile application customized with your company’s branding, logos, and colors. 1 $20,000.00 $20,000.00 Services Platinum MicroTransit Marketing Package ·Direct mail up to 20,000 residents in low household income bracket ·Mail tracking ·Informed Delivery Email ·Google Retargeting Ads ·Social Media Ads ·Social Match ·8 Turnkey social media posts for Facebook and Instagram to promote the service ·2 Turnkey LinkedIn posts to promote the service ·Custom microtransit landing page you can link to from your website. ·2 Blogs promoting mobility through microtransit ·Custom Banner built for your website ·Professionally managed Google Adwords account to promote the microtransit service and your agency in general with a $1000 starting credit. oMonthly statistics on success and spend will be provided for 6 months but can be extended for $1500 annually. 1 $35,000.00 $35,000.00 Monthly Fees Category Item Qty Price Total Monthly Fees / License Fees - Recurring Map Overlay / Shapefile Management Fee Import and maintain a selection of GIS and SHAPE files from third-party GIS systems. 1 $50.00 $50.00 Monthly Fees / License Fees - Recurring TripPortal Auto Seat Vehicle Fee TripPortal purchase required. Autonamous trip acceptance/denial once a trip request has been submitted through the TripPortal. 20 $5.00 $100.00 Monthly Fees TripPortal White Labeling Monthly Fee Management and updates to the web-based application and mobile application customized with your company’s branding, logos, and colors. 1 $200.00 $200.00 Monthly Fees TripPay Fee Online Credit Card Payment Processing via Stax An additonal $0.20 + 3.5% per transaction fee applies 1 $250.00 $250.00 * Recurring fees billed monthly with 0 upfront payment(s). Summary Cost Proposal TripMaster by CTS Software - Quote # 4564 v6 6 / 14 Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 † Non-taxable item This cost proposal is valid until the expiration date and is entirely confidential. Taxes and fees will apply unless proof of tax exemption is supplied. Minimum $125 monthly fee applies One-Time Subtotal $212,412.00 Discount ($2,309.00) Total One-Time $210,103.00 USD Total Monthly $4,943.02 USD 1. All pricing and information provided herein is based on information provided. 2. All prices are in US dollars. 3. Cost proposal is valid for 30 days from the issued date and is completely confidential. 4. Taxes and fees will apply unless proof of tax exemption is supplied. 5. The products provided pursuant to any Purchase Order will be delivered to the Licensee. 6. Responsibility to all risk of loss to the Products, damage and need for replacement hardware will be with the Licensee. 7. The pricing provided assumes that CTS Software will provide: All related software Hosting services Training Ongoing Maintenance and Support 8. The pricing provided in this proposal assumes that the Licensee will provide: Space, power, a network connection and any necessary IT installation and configuration for all required computer hardware. A high-speed internet connection Computer hardware In-vehicle hardware MASTER SERVICES AGREEMENT This Master Hosted Services Agreement (“Agreement”), effective as of the acceptance date of this Cost Proposal (the “Effective Date”), is entered into by and between Orange County Public Transportation (“Customer”) and Foxster Opco, LLC, (“CTS Software”, “CTS”), a North Carolina corporation, located at Post Office Box 57, Swansboro, North Carolina 28584. The parties agree as follows: 1. DEFINITIONS. Capitalized terms used but not defined elsewhere in this Agreement have the meanings set forth below. 1.1 “Customer Data” means data and information submitted by or for Customer into the Hosted Services. 1.2 “Documentation” means the user guides, technical literature, and functional specifications for the Services, as provided and updated by CTS from time to time. 1.3 “Hosted Services” means the applicable software services to be provided by CTS to Customer over the internet through a web browser or other CTS authorized application, as further described and set forth in an Order and this Agreement. 1.4 “Order” means an order form specifying the Service(s) and/or Devices to be provided hereunder that is executed by the parties, including any addenda and supplements thereto. 1.5 “Professional Services” means any consulting, development, implementation, configuration, training, support, or other professional services that are described in an Order. Hosted Services are not Professional Services. 1.6 “Services” means the Hosted Services and Professional Services. “Services” excludes Customer Data. 2. SERVICES. 2.1 Orders for Services. CTS will make the Services available to Customer in accordance with the terms and conditions of this Agreement and any applicable Order. In the event of a conflict between the terms of this Agreement and the terms of an Order, the terms of this Agreement will govern to the extent of the conflict unless the Order expressly states that it is intended to modify the conflicting terms of this Agreement, in which case the terms of the Order will govern to the extent of the conflict. 2.2 Orders for Devices. Customer may purchase Devices (as defined in Schedule 2) pursuant to the execution of an Order between the parties. The additional terms set forth on Schedule 2 will apply to such purchases. 2.3 Hosted Services. CTS will provide to Customer the Hosted Services specified in an Order. Customer will identify to CTS, in the manner specified by ACCEPT QUOTE Cost Proposal TripMaster by CTS Software - Quote # 4564 v6 7 / 14 Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 CTS from time to time, its employees that require access to the Hosted Services. CTS will provide standard support for the Hosted Services to Customer at no additional charge (including new releases, upgrades, updates, patches, and bug fixes as they may, from time to time, be developed and made generally available as part of the Services). CTS will provide the Hosted Services in accordance with the service level agreement set forth in Schedule 1. 2.4 Professional Services. If specified in an Order, CTS will provide Professional Services to Customer in accordance with the applicable Order. For example, upgrades to the Hosted Services that are requested and made available for the benefit of the Customer will not be offered at no additional charge. Such upgrades will be quoted by CTS upon written request from the Customer and memorialized in a signed Order for Professional Services. CTS will own any improvements, enhancements, configurations, or other derivative works to the Hosted Services made by CTS in connection with the Professional Services. 2.5 Service Delivery. CTS may provide the Services from any facility and may from time to time transfer any or all of the Services being provided hereunder to any new facility(ies) or relocate the personnel, equipment and other resources used in providing those Services. CTS may, in its sole discretion, make any changes to any Service that it deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of CTS’ products or services to its customers, (b) the competitive strength of, or market for, CTS’ products or services, (c) such Services’ cost efficiency or performance, or (ii) to comply with applicable law. 2.6 Protection and Use of Customer Data. CTS will maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, as described in the Documentation. Those safeguards will include measures for preventing access, use, modification, or disclosure of Customer Data by CTS personnel except: (a) to provide the Services, prevent or address service or technical problems , or as described herein; (b) as compelled by law in accordance with Section 6.3 (Compelled Disclosure) below; or (c) as Customer expressly permits in writing. Customer shall protect and maintain the confidentiality of any logins, passwords or other access credential supplied by CTS for use with the Services. Customer is liable for all authorized and unauthorized uses of such account credentials. 3. USE OF SERVICES AND CONTENT. 3.1 Customer Responsibilities. Customer will: (a) be responsible for its and its contractors’ compliance with this Agreement and for all their acts and omissions of as if they were Customer’s acts or omissions; (b) be responsible for the accuracy, quality, and legality of Customer Data and the means by which Customer acquired Customer Data; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify CTS promptly of any unauthorized access or use of which Customer becomes aware; (d) use Services only in accordance with this Agreement, any applicable Order, and the Documentation; (e) comply with all laws applicable to Customer’s use of the Services; and (f) promptly and fully cooperate with CTS and make the necessary personnel and resources available to CTS for CTS to deliver the Services, as reasonably requested by CTS. 3.2 Usage Restrictions. Customer will not: (a) use the Hosted Services outside the licensing metrics set out in the applicable Order (e.g., per user limitations), if any; (b) make any Service available to, or use any Service for the benefit of, anyone other than Customer; (c) lease, license, sell, sublicense or otherwise transfer its access to or use of the Services, or include any Service in a service bureau or outsourcing offering; (d) use or permit use of any Service in contravention of Section 3.4 (Prohibited Uses); (e) interfere with or disrupt the integrity or performance of any Service; (f) attempt to gain unauthorized access to any Service; (g) permit direct or indirect access to or use of any Service in a way that circumvents a usage limit; (h) copy a Service or any part, feature, function, or user interface thereof; (i) copy any Service except as permitted herein or in an Order or the Documentation; (j) frame or mirror any part of any Service; (k) access any Service in order to build a competitive product or service; or (l) reverse engineer any Service (to the extent this restriction is permitted by law). 3.3 Technical Requirements. Customer will need certain equipment, software, and Internet access to be able to access the Hosted Services. Acquiring, installing, maintaining and operating equipment and Internet access is solely Customer’s responsibility. Customer is responsible for ensuring that such equipment is compatible with the Services and complies with all configurations and specifications provided by CTS, which may be amended from time to time. CTS neither represents nor warrants that the Hosted Services will be accessible through all web browser releases or used with all operating systems. 3.4 Prohibited Uses. Customer will not and will not permit others in using the Services to: (a) defame, abuse, harass, stalk, threaten any individual or infringe or otherwise violate the legal rights (such as rights of privacy, publicity and intellectual property) of others or CTS; (b) distribute any harmful, inappropriate, profane, vulgar, infringing, obscene, false, fraudulent, tortuous, indecent, unlawful, or otherwise objectionable material or information (including any unsolicited commercial communications); (c) engage in or encourage any conduct that could constitute a criminal offense or give rise to civil liability for CTS; (d) misrepresent or in any other way falsely identify Customer’s identity or affiliation, including through impersonation or altering any technical information in communications using the Services; (e) transmit or upload any material through the Services that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other programs with the intent or effect of damaging, destroying, disrupting or otherwise impairing CTS’, or any other person’s or entity’s, network, computer system, or other equipment; (f) interfere with or disrupt the Services, networks or servers connected to the CTS systems or violate the regulations, policies or procedures of such networks or servers, including unlawful or unauthorized altering any of the information submitted through the Services; (g) attempt to gain unauthorized access to the Services, other CTS customers’ computer systems or networks using the Services through any means; or (h) interfere with another person’s use of the Services. CTS has no obligation to monitor Customer’s use of the Services. However, CTS reserves the right (but has no obligation) at all times to monitor, review, retain and disclose any information as necessary to satisfy or cooperate with any applicable law, regulation, legal process or governmental request. 3.5 Removal of Content. If CTS is required by any third-party rights holder to remove any content or information, or receives information that any content or information provided to Customer may violate applicable law or third-party rights, CTS may remove such content or information and/or notify Customer that it must discontinue all use of such content or information, and to the extent not prohibited by law, Customer will do so and promptly remove such content or information from its systems. 4. PROPRIETARY RIGHTS AND LICENSES. 4.1 Reservation. CTS and its licensors reserve all of their rights, title, and interest in and to the Hosted Services and the Documentation, including all updated, upgrades, or derivative works from the foregoing, and all intellectual property rights therein. No rights are granted to Customer hereunder other than as expressly set forth in this Agreement. 4.2 Access to Hosted Services. Subject to Customer’s compliance with this Agreement and any Orders, CTS grants to Customer a non-exclusive Cost Proposal TripMaster by CTS Software - Quote # 4564 v6 8 / 14 Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 , personal, non-transferable, limited license for its employees to access and use the Hosted Services and Documentation solely for Customer’s internal business purposes. 4.3 Customer Data. As between CTS and Customer, Customer owns the Customer Data. Customer grants to CTS and its subcontractors a non- exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit, translate, and otherwise use, disclose and process Customer Data for any lawful purpose, including but not limited to as reasonably necessary or useful to perform and improve the Services and for the exercise of CTS’ rights under this Agreement and for scenarios including but not limited to data sharing to brokers and clearinghouses on behalf of the Customer. Customer warrants to CTS that Customer has the right to grant the foregoing license and provide Customer Data to CTS in accordance with this Agreement. CTS may anonymize and de-identify Customer Data so that it does not identify Customer or any individual, and cannot be used to identify Customer or any individual, for analytical and benchmarking purposes, for the development of new products and services, and to improve CTS’ products and services. 5. FEES AND PAYMENT TERMS 5.1 Services Fees. For the Services provided under this Agreement, Customer will pay CTS the fees in the amounts set forth in the applicable Order. Unless otherwise set forth in the applicable Order, applicable fees will be invoiced to Customer monthly in advance. Fees are non-cancelable and non- refundable. Unless otherwise agreed in an Order, Customer will pay all invoices net thirty (30) days from the date of the CTS invoice. All fees paid and expenses reimbursed under this Agreement will be in United States currency. All standard fees will automatically increase by 3% per year after the one- year anniversary of the Effective Date of the Initial Term. 5.2 Late Fees. If any invoiced amount is not received by CTS by the due date, then, without limiting CTS’ rights or remedies, those amounts will accrue interest at a rate of 1.5% per month or the maximum allowed under state law (whichever is lower). CTS, at its option, may suspend the Services, in whole or in part, if CTS does not receive all undisputed amounts due and owing under this Agreement within thirty (30) days after delivery of notice to Customer of the failure to pay such overdue balances. CTS shall be entitled to an award of its reasonable attorney’s fees and collection costs in connection with Customer’s breach of its payment obligations. 5.3 Taxes. CTS Software’s invoices for fees will include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”) unless official proof of tax-exempt status is provided. 5.4 No Offset. Fees and expenses due from Customer under this Agreement may not be withheld or offset by Customer against other amounts for any reason. 6. NON-DISCLOSURE AND CONFIDENTIALITY . 6.1 Definition of Confidential Information. “Confidential Information” means information disclosed by a party to the other party that is designated as confidential or that reasonably should be considered confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of CTS includes the Services and Documentation; as well as information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing; “Disclosing Party” refers to the party disclosing Confidential Information hereunder, whether such disclosure is directly from Disclosing Party or through Disclosing Party’s employees or agents; and “Recipient” refers to the party receiving any Confidential Information hereunder, whether such disclosure is received directly or through Recipient’s employees or agents. Confidential Information does not include information that: (a) is already known to the Recipient without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (b) is or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the Recipient; (c) is developed by the Recipient independently of, and without reference to, any Confidential Information of the Disclosing Party; or (d) is received by the Recipient from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information. 6.2 Requirement of Confidentiality. The Recipient agrees that it will use the same degree of care it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (a) not disclose or otherwise make available Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party, provided that the Recipient may disclose the Confidential Information of the Disclosing Party to its, and its affiliates’, officers, employees, consultants and legal advisors who have a “need to know,” who have been apprised of this restriction and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth in this Section 6; and (b) use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations or as otherwise authorized under this Agreement. The Recipient will promptly notify the Disclosing Party in the event it becomes aware of any loss or disclosure of any of the Confidential Information of Disclosing Party. The obligations in this Section 6 will survive termination and continue for so long as the applicable information constitutes Confidential Information. 6.3 Compelled Disclosure. The Recipient may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Recipient gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Recipient is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Recipient for its reasonable cost of compiling and providing secure access to that Confidential Information. 6.4 Feedback. Any feedback, comments, suggestions or proposed modifications to the Services provided by Customer to CTS may be freely used by CTS without limitation, notice, or duty of accounting. 7. THIRD PARTY SERVICES. 7.1 Integration with Third Party Services. The Hosted Services may contain features designed to interoperate with products, applications, or services not provided by CTS (collectively, each a “Third Party Service”). To use such features, Customer may be required to obtain access to such Third Party Service from its provider, and may be required to grant CTS access to Customer’s account(s) on such Third Party Service. Customer shall provide, and shall cause the provider of the Third Party Service to provide, CTS with any reasonably requested information and materials needed to integrate the Third Party Service with the Services. 7.2 Permissions; Disclaimer. CTS does not warrant or support Third Party Service or other third-party products or services. If Customer chooses to use a Third Party Service with the Services, Customer grants CTS permission to allow the Third Party Service and its provider to access any data (including, without limitation, data that may constitute Confidential Information) provided to CTS in connection with the Services as required for the interoperation of Cost Proposal TripMaster by CTS Software - Quote # 4564 v6 9 / 14 Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 that Third Party Service with the Services. CTS is not responsible for any disclosure, modification or deletion of such data resulting from access by any Third Party Service or its provider. Any acquisition by Customer of a Third Party Service, and any exchange of data between Customer and any Third Party Service or its provider, is solely between Customer and the applicable third-party provider. Further, CTS cannot guarantee the continued availability of any Service features that interoperate with Third Party Service, and may cease providing them without being in breach of this Agreement or entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third Party Service ceases to make the Third Party Service available for interoperation with the corresponding Service features in a manner acceptable to CTS. 8. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS. 8.1 Mutual Representations. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. 8.2 Services Warranties. CTS represents and warrants that it will provide the Professional Services in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Hosted Services will conform substantially in accordance with the Documentation under normal use and circumstances. Customer’s sole remedy for breach of a warranty in this Section shall be to have CTS use commercially reasonable efforts to promptly correct, replace or provide a work around for such breach, at no charge to Customer. 8.3 Customer Warranties. Customer represents and warrants that (a) Customer will use, and will ensure that all users use, each Service in full compliance with this Agreement, CTS’ end-user terms of use and all applicable laws and regulations; (b) Customer owns or has a license to use and has obtained all consents and approvals necessary for the provision and use of all of the Customer Data that is placed on, transmitted via or recorded by any Service; (c) the provision and use of Customer Data as contemplated by this Agreement and any Service do not and shall not violate any Customer’s privacy policy, terms- of-use or other agreement to which Customer is a party or any law or regulation to which Customer is subject to; and (d) no Customer Data will includte social security numbers or other government-issued identification numbers, financial account numbers, credit card or debit card numbers, credit report information or other personal financial information, health or medical information or other information that is subject to international, federal, state, or local laws or ordinances now or hereafter enacted regarding data protection or privacy, including, but not limited to, the Health Insurance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health Act, the Fair Credit Reporting Act, the Children’s Online Privacy Protection Act and the Gramm-Leach-Bliley Act. 8.4 Disclaimer. (a) OTHER THAN AS EXPRESSLY SET FORTH IN THIS SECTION 8, CTS SOFTWARE DISCLAIMS ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO CUSTOMER REGARDING THIS AGREEMENT AND THE SERVICES, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, THE IMPLIED WARRANTY AGAINST INFRINGEMENT, THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE ARE EXPRESSLY EXCLUDED AND DISCLAIMED BY CTS SOFTWARE. NO WARRANTY IS MADE THAT USE OF THE SERVICES WILL BE ERROR FREE OR UNINTERRUPTED, THAT ANY ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT THE SERVICES FUNCTIONALITY WILL MEET CUSTOMER’S REQUIREMENTS. CTS SOFTWARE DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING CTS SOFTWARE. (b) Customer acknowledges and agrees that (i) it is solely responsible for providing and ensuring the proper training of its drivers, owners or operators in the operation of the motor vehicle or motor vehicles (i.e. any automotive machinery utilized for the transport of persons or goods), (ii) CTS shall not be liable to Customer or any other entity or individual for any claim or action including costs arising out of the use or misuse of any motor vehicle operated by or on behalf of the Customer or any such entity or individual in connection with this Agreement, including any personal injury or property damage claim or action, and (iii) Customer shall include this paragraph, or the substance thereof, in any agreements between Customer and any third party involving the Hosted Services or other CTS property. 9. LIMITATION OF LIABILITY. 9.1 Exclusion of Damages. EXCEPT AS OTHERWISE PROVIDED IN SECTION 9.3, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF USE, REVENUE, PROFIT, OR DATA, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9.2 Liability Cap. EXCEPT AS OTHERWISE PROVIDED IN SECTION 9.3, IN NO EVENT WILL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO CTS SOFTWARE PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 9.3 Exceptions. The exclusions and limitations in Section 9.1 and Section 9.2 will not apply to: (a) damages or other liabilities arising out of or relating to a party’s failure to comply with its obligations under Section 6 (Non-Disclosure and Confidentiality); or (b) a party’s obligations under Section 10 (Indemnification) or (c) provisions of this section do not apply to improper disclosure of client data or data breaches. 10. RESERVED. 11. TERM AND TERMINATION. 11.1 Term . This Agreement will commence on the Effective Date and will continue until the time which the last active Order has terminated or expired. The term of each Order will be specified in the applicable Order. (a) Termination. Without prejudice to any other remedies and in addition to any other termination rights herein, this Agreement may be terminated by either party if the other party commits a material breach of this Agreement and such breach remains uncured 30 days after written notice of such breach is delivered to such other party, with a material breach including Customer’s failure to pay, when due, any fees due to CTS 11.2 Effect of Termination or Expiration. Upon termination of this Agreement for any reason: (a) all Orders hereunder will terminate, and all rights and licenses granted by CTS hereunder to Customer will immediately cease; and (b) Customer will immediately cease use of any Services and, within thirty (30) Cost Proposal TripMaster by CTS Software - Quote # 4564 v6 10 / 14 Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 days after termination or expiration of this Agreement, return to CTS or, at CTS’ written request destroy, all CTS Confidential Information in Customer’s possession or control. The following sections of this Agreement will survive its termination or expiration: Section 1 (Definitions); Section 3.5 (Removal of Content); Section 4.1 (Reservation); Section 4.3 (Customer Data); Section 5 (Fees and Payment Terms); Section 6 (Non-Disclosure and Confidentiality); Section 8.3 (Disclaimer); Section 9 (Limitation of Liability); Section 11.2 (Effect of Termination); Section 11.3 (Portability and Deletion); and Section 12 (General). 11.3 Portability and Deletion. If Customer requests in writing within 30 days after the effective date of termination or expiration of this Agreement: (a) CTS will make Customer Data available to Customer for export or download and (b) CTS will return to Customer all Customer Confidential Information other than Customer Data in CTS’ possession or control. After that 30-day period, CTS will have no obligation to maintain or provide any Customer Confidential Information, and will thereafter delete or destroy all copies of Customer Confidential Information in its systems or otherwise in its possession or control, unless legally prohibited. 12. GENERAL. 12.1 Governing Law. This Agreement will be governed by and construed in accordance with the internal laws of the State of North Carolina without giving effect to any choice or conflict of law provision or rule. The United Nations Convention on Contracts for the International Sale of Goods shall not apply in any respect to this Agreement or the parties. In the event any litigation or other action to enforce the terms and conditions hereof is commenced by either party to enforce this Agreement, such litigation or action will be filed and litigated only in a court of competent jurisdiction located in the State of North Carolina. Each party waives any and all rights to have this action brought in any place other than the State of North Carolina. 12.2 Delay in Performance. If CTS‘ performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants or employees, CTS shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay, and CTS’ obligation to perform will be extended by the same number of days as Customer’s contingent action is delayed. 12.3 Conflicting Terms in Customer Purchase Orders. Notwithstanding the content of any Customer purchase order or any other document or record generated by Customer (other than an executed Order), whether in writing or electronic, relating to the subject matter of this Agreement, the terms of this Agreement will govern and any conflicting, inconsistent, or additional terms contained in such documents will be null and void. 12.4 Notice. All communications required or otherwise provided under this Agreement will be in writing and will be deemed given when delivered (a) by hand, (b) by registered or certified mail, postage prepaid, return receipt requested; or (c) by a nationally recognized overnight courier service; to the address set forth for the applicable party on the first page of this Agreement, as may be amended by the party by written notice to the other party in accordance with this Section 12.4. 12.5 Assignment. Neither party may assign, transfer or delegate any or all of its rights or obligations under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed; provided that upon prior written notice to the other party, either party may assign this Agreement, in whole, to a successor of all or substantially all of the assets of that party through merger, reorganization, consolidation or acquisition. If a party makes any attempted assignment, transfer or other conveyance in violation of the foregoing, the attempted assignment, transfer, or other conveyance will be null and void. 12.6 Interpretation. For purposes of this Agreement, (a) the words “include,” “includes” and “including” will be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Should any provision of this Agreement require judicial interpretation, the parties agree that the court interpreting or construing the same may not apply a presumption that the terms of this Agreement will be more strictly construed against one party than against another. 12.7 Severability. In case any one or more of the provisions of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby. 12.8 Entire Agreement. This Agreement, including the schedules and exhibits hereto and Orders entered hereunder, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all written or oral prior agreements or understandings with respect thereto. 12.9 P ublicity. Customer agrees to serve as a customer reference for CTS. Additionally, Customer shall permit CTS to feature Customer in a press release upon execution of this Agreement and shall permit CTS to feature Customer in marketing materials following the implementation of the Hosted Services. CTS and Customer agree to collaborate on public announcements and marketing materials, and shall refrain from issuance or distribution of marketing materials without first obtaining the prior written consent of the other party, which shall not be unreasonably withheld. 12.10 Amendment; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. 12.11 Export. Customer shall not itself, or permit any third party, to, export, re-export or release, directly or indirectly, the Services to any country, jurisdiction or individual person to which the export, re-export or release of the Service (a) is prohibited by applicable law and associated regulations or (b) without first completing all required undertakings, including obtaining any necessary export license or other governmental approval. Customer indemnify and hold CTS harmless from any breach of this section. 12.12 Force Majeure. Neither party will be liable for delay or failure in performing any of its obligations (other than payment obligations) hereunder due to causes beyond its reasonable control, including an act of God, war, natural disaster, governmental regulations or orders, epidemics or pandemics, terrorism, communication or utility failures or casualties or the failures or acts of third parties. 12.13 Equitable Relief. Each party acknowledges that a breach by a party of Section 3.2 (Usage Restrictions) or Section 6 (Non-Disclosure and Confidentiality) may cause the non-breaching party irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching party may be entitled at law or in equity. Such remedies will not be deemed to be exclusive but will be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary. Cost Proposal TripMaster by CTS Software - Quote # 4564 v6 11 / 14 Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 12.14 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and, except as expressly set forth in Section 10 (Indemnification), nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement. 12.15 Relationship of Parties. Nothing in this Agreement will constitute or be deemed to constitute a partnership between the parties hereto or constitute or be deemed to constitute one party as agent of the other, for any purpose whatsoever, and neither party will have the authority or power to bind the other, or to contract in the name of or create a liability against the other, in any way or for any purpose. 12.16 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission will be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. WITH THE INTENT TO BE BOUND, the parties have executed this Agreement as of the Effective Date. Foxster Opco, LLC dba CTS Software Signature: Printed Name: Adam Fox Title: CEO Schedule 1 Service Level Agreement Service Levels. Subject to the terms and conditions of this Agreement, CTS will use commercially reasonable efforts to make the Hosted Services Available (as defined below) at least ninety-nine percent (99.0%) of the time as measured over the course of each calendar month during the Term (each such calendar month, a “Service Period”), excluding unavailability as a result of any of the Exceptions described below in this Section 0 (the “Availability Requirement”). “Service Level Failure” means a material failure of the Hosted Services to meet the Availability Requirement. “Available” and “Availability” mean the Hosted Services are available for access and use by Customer. For purposes of calculating the Availability Requirement, the following are “Exceptions” to the Availability Requirement, and neither will the Hosted Services be considered un-Available nor any Service Level Failure be deemed to occur in connection with any failure to meet the Availability Requirement or impaired ability of Customer to access or use the Hosted Services that is due, in whole or in part, to any: (a) access to or use of the Hosted Services by Customer, or using Customer’s access credentials, that does not strictly comply with this Agreement; (b) Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement; (c) Customer’s Internet connectivity; (d) force majeure event; (e) failure, interruption, outage or other problem with any software, hardware, system, network, facility or other matter not supplied by CTS pursuant to this Agreement; (f) scheduled downtime for routine maintenance of which CTS has provided Customer at least 72 hours’ prior notice via email or though the Hosted Services; or (g) disabling, suspension or termination of the Services pursuant to the Agreement. Schedule 2 TripView Terms and Conditions This schedule (this “Schedule”) forms part of the Agreement executed between Foxster Opco, LLC, d/b/a CTS Software (“CTS Software”, “CTS”, “we”, “our”, or “us”) and Orange County Public Transportation (“Customer”, “you”, or “your”), and governs any purchases of Devices made pursuant to an Order issued under the Agreement. This Schedule only applies if the Customer purchases TripView, as indicated in the Order or is subsequently purchased via an Amendment to this Agreement. All capitalized terms not defined herein shall have the meaning provided in such Agreement. To the extent of any conflict between this Schedule and the rest of the Agreement, this Schedule shall control. 1. DEFINITIONS. 1.1 “Device” means the hardware (and associated firmware) that works with the Services and shipped and installed by us and any Updates to that firmware. 1.2 “Documentation” means our then current electronic or printed content describing the functions, features, specifications or certifications of the applicable software or product made available by us. Documentation excludes all proposals, demonstrations and marketing, sales and training materials. 1.3 “Support” means our then current standard support services made generally available to users of the Devices. 1.4 “Updates” means maintenance releases, error corrections, additions, changes, modifications, extensions, new versions and new release of software or firmware, excluding new products, services, features or functionalities we elect to sell separately. 2. DEVICES. 2.1 Use. During the Order Term subject to commercial availability and your timely payment and full compliance with the terms of the Agreement, we will deliver to you Devices that can be used with the Services for your own business purposes in accordance with the Documentation. Cost Proposal TripMaster by CTS Software - Quote # 4564 v6 12 / 14 Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 2.2 Device Term. You are financially obligated to pay for at least 45 months from the effective date of our acceptance of your order for such Devices, whether pursuant to an Order or otherwise (the “Device Term”). If the Order Term expires prior to the end of a Device Term, the Order Term will be automatically extended until the expiration of the last Device Term. 2.3 Additional Orders. We will provide to you the Devices pursuant to this Schedule and the terms of the applicable Order. You may order additional Devices by providing us with a written request or purchase order, so long as such Device is commercially available. All additional purchase orders must be in writing and accepted by us. Once accepted by us, additional purchase orders will become part of and are incorporated into your original Order for Devices and are subject to the terms and conditions set forth herein and the Agreement. 2.4 Wireless Network or Satellite Changes; Equipment Updates. Over time, wireless network or satellite provider requirements may change and Devices may need to be upgraded to accommodate such changed requirements. You may be responsible for costs related to any such Device updates, if applicable. For any Device that is not upgraded, we cannot provide assurance that the Service will continue to be available. We will notify you in writing as soon as reasonably practicable after receiving notice from the wireless network or satellite provider that updates will be required. Our solutions include cellular connectivity. 2.5 Reasonable Use. Our ability to provide the Services is conditioned on your Reasonable Use of the Devices. “Reasonable Use” means: i) unlimited use for standard telematics, GPS and location data, and engine and accelerometer events; and ii) for any other purpose, use of the Service (a) at a level not to substantially exceed the average usage of all customers of the Service as determined on an hourly, daily or monthly basis and (b) that in CTS’ reasonable discretion does not degrade the Service or impact our other customer’s ability to access and utilize the Service. The Service is not intended to be, and shall not be, used with equipment, systems, or non-CTS approved applications that drive continuous heavy traffic or data sessions. We reserve the right to throttle down or otherwise limit the transfer of data by any Device if usage by a Device restricts, inhibits, disrupts, degrades or impedes our ability to deliver and monitor the Service, backbone, network nodes, and/or other network services provided, however, we shall notify you in advance of such action and the parties shall work together in good faith to resolve the issue prior to CTS taking any such action. Notwithstanding the foregoing, we reserve the right to take unilateral action and immediately throttle down or otherwise take any and all actions, including termination or suspension of the offending Device, limiting throughput or amount of data transferred by you, or requiring you to pay additional fees, if CTS reasonably believes interference or material impairment to CTS’ network is imminent and immediate action is necessary, until such issue is resolved. 2.6 Lost Devices. During the Order Term, you will be responsible for the total replacement cost if a Device is lost. You will also be responsible for shipping, installation and device costs in the event a replacement is needed. 2.7 Updates. We will, when reasonably practical, cause Updates to automatically install over the air to the Device firmware. 3. FEES. The fees set forth in an Order will be invoiced directly by us as set forth in the Agreement (unless you arrange to pay the fees by credit card). 4. WARRANTIES. During the Order Term, we warrant that our Support will allow the Devices that we install to operate as substantially described in the applicable Documentation (“Good Working Order”) provided that the Device has been Updated (if applicable, in accordance with Section 2.8 above) and has not been subject to misapplication, misuse, modification, improper use with other software, damage, or negligence. Repair or replacement is your sole and exclusive remedy for this warranty. Removal and return of the Device that is not in Good Working Order will be at your expense and risk of loss. The failed Device must be received by us within 45 days of issuance of a return materials authorization (“RMA”) number or you may be invoiced the Non- returned Fee as set forth in Section 5.1 below. Following issuance of the RMA number, we will advance replace the failed Device by shipping to you, at our expense, a replacement Device, which may be refurbished. We do not warrant or support any third party owned products provided to you under an Order (you must contact and pay that third party owner directly for any available support). 5. EARLY TERMINATION. 5.1 Fees; . The Devices will remain our property until the natural expiration of its applicable Device Term and subject to payment of all fees for its use. Notwithstanding any other provision of the Agreement, if any Device Term is terminated early for any reason (including but not limited to any termination of the Agreement or an Order), you are responsible for and shall pay (a) with respect to each Device Term terminated early, the monthly fees payable to us for the Device multiplied by the number of months remaining in the Device Term for such Device and (b) all costs associated with the de-installation and return shipping of such Devices (collectively, the “Early Termination Fee”). Early Termination Fees are liquidated damages, are not a penalty but a reasonable estimation of our damages in the event of an early termination and are a part of our rates. 5.2 Survival. The rights and obligations under Sections 1, 2, 3, 5, 6, and 7 survive any expiration or termination of this Agreement. 6. LIMITATIONS OF LIABILITY. Our entire liability and your sole and exclusive remedies for any damages whether in contract, tort or otherwise arising from this Schedule are: (i) for breach of warranty for the Devices, the repair and replacement remedies in Section 5; and (ii) for claims other than in subsection (i), the direct damages proven in an amount not to exceed the amount paid by you for the Devices in the 30 day period immediately preceding the date on which the claim arose. We have no liability for any Device that was not installed by us. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOU HAVE NO CONTRACTUAL RELATIONSHIP WHATSOEVER WITH ANY UNDERLYING WIRELESS SERVICE PROVIDER OR ITS AFFILIATES OR CONTRACTORS AND THAT YOU ARE NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN US AND THE UNDERLYING WIRELESS CARRIER. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT THE UNDERLYING WIRELESS CARRIER AND ITS AFFILIATES AND CONTACTORS SHALL HAVE NO LEGAL, EQUITABLE, OR OTHER LIABILITY OF ANY KIND TO YOU AND YOU HEREBY WAIVE ANY AND ALL CLAIMS OR DEMANDS THEREFOR. 7. NO RIGHT TO DISTRIBUTE, RESELL, OR REMARKET. You have no right under this Schedule and agree not to act as a distributor, reseller, or remarketer of the Devices without our prior written consent. We and our licensors retain all right, title and interest in and to the Devices, and other services provided under this Schedule, including but not limited to all copyright, patent, trade secret and other intellectual or proprietary rights. You may not remove any copyright notices or any confidential or proprietary legends. ORDER GENERAL INFORMATION. Cost Proposal TripMaster by CTS Software - Quote # 4564 v6 13 / 14 Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 Order Term: Immediately from Effective Date, continuing for 1 (one) year(s) and auto-renewing for additional 1 (one) year periods unless a party notifies the other in writing of its intent to non-renew at least 30 days prior to the next Order Term. This Order (the “Order”) is made and entered into as of the Cost Proposal acceptance date known as the “Effective Date” by and between Foxster Opco, LLC, dba CTS Software (“CTS Software”, “CTS”, “Licensor”, “we”, “our”, or “us”) and Orange County Public Transportation (“Customer”, “Licensee”, "you”, or “your”). This Order is governed by the terms and conditions of the Master Services Agreement (the “Master Contract”) executed between the parties and all capitalized terms not defined herein shall have the meaning provided in such Master Contract. 1. MAINTENANCE AND SUPPORT FEES: 1.1 The Licensee’s chosen software, services, monthly fees, annual fees and upfront fees if applicable are identified in the Cost Proposal. 1.2 Beginning on the Effective Date, Licensor will submit the monthly invoice via email on the first day of each month, and such fees must be paid by the thirtieth (30th) day of the month in order to prevent suspension of service for the following month. (a) Payments not received by the due date will be subject to late fees and suspension of system access. 1.3 Under terms of the Agreement, the Licensor will charge Licensee an additional fee per vehicle per month if the number of vehicles exceeds that noted on the Cost Proposal if applicable. 1.4 Under terms of the Agreement, the Licensor will charge Licensee an additional price per License/User ID per month if the number of licenses exceeds that noted on the Cost Proposal if applicable. 1.5 Full pricing and other details for any fees described in this Order are set forth in the Cost Proposal 1.6 Pricing is valid for 30 days post the Effective Date of this Order and will be reevaluated at the time of contract renewal. 1.7 All applicable sales and use tax will be applied in addition to the fees listed on the Cost Proposal unless official proof of tax exemption is supplied. 2. IMPLEMENTATION: 2.1 Licensor shall provide online setup and support services to Licensee unless onsite training has been selected and noted on the Cost Proposal. Up to five (5), one (1) hour, remote training sessions are included in the System Set-Up fee shown on the Cost Proposal. This fee is nonrefundable. Online training and support services will be provided remotely, as determined by Licensor in its sole and exclusive discretion. Charges for such services shall be billed at the rate and quantity defined on the Cost Proposal. 2.2 Onsite training is also available and charges for such services shall be billed separately at the rates shown on the Cost Proposal. 2.3 Retraining of Licensee's employees shall be charged at Licensor's rate of $150 per hour with a one-hour minimum and will include reimbursement by Licensee of any and all expenses incurred by Licensor in connection therewith. Such charges shall be charged and billed separately and are in addition to all other charged fees. 3. ADDRESS FOR NOTICES: For Foxster Opco, LLC dba CTS Software (“Licensor”): Foxster Opco, LLC dba CTS Software Post Office Box 57 Swansboro, North Carolina 28584 Attn: Adam Fox, President (910) 290-6300 Licensor has the right to change the address for notifications by notifying Licensee in accordance with the notice provisions of the Agreement. Cost Proposal TripMaster by CTS Software - Quote # 4564 v6 14 / 14 Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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 REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 11/24/2025 Marsh &McLennan Agency LLC 413 North Shore Drive,SW Suite E Knoxville TN 37919 865-588-7200 Atlantic Specialty Insurance Co.27154 TRANSTECHN1 Accident Fund Insurance Co.of America 10166TransitTechnologies,LLC 2035 Lakeside Centre Way,Ste 190 Knoxville TN 37922 2072849118 A X 1,000,000 X 1,000,000 15,000 1,000,000 2,000,000 X X 7110182190002 6/1/2025 6/1/2026 2,000,000 A 1,000,000 X X X X 7110182190002 6/1/2025 6/1/2026 A X X 15,000,00071101821900026/1/2025 6/1/2026 15,000,000 B X Y AFWCP100094257 6/1/2025 6/1/2026 X 1,000,000 1,000,000 1,000,000 A Cyber/Prof Liability Retro Date: 6/1/2023 7600112960000 6/1/2025 6/1/2026 $10,000,000 Limit $10,000,000 Agg Limit Supplemental Names: ArgoTrak,Inc. Ecolane USA,Inc. Foxster Opco,LLC MJ Management Services,LLC Passio Technologies,Inc. TT Faster,LLC The Vestige Group,LLC See Attached... Orange County,NC 600 Hwy 86 N Hillsborough NC 27278 Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: TRANSTECHN1 1 1 Marsh &McLennan Agency LLC Transit Technologies,LLC 2035 Lakeside Centre Way,Ste 190 Knoxville TN 37922 25 CERTIFICATE OF LIABILITY INSURANCE TripShot,Inc. ByteCurve Holdings,LLC busHive,Inc. Transit Fixed/On Demand,LLC Transit Safety,LLC Transit Asset Management,LLC Transit Workforce Management,LLC Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 ORANGE COUNTY GOVERNMENT TRANSPORTATION SERVICES DEPARTMENT BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement (the “BAA”) is made and entered into as of December 15, 2025 by and between Orange County, North Carolina , a political subdivision of the State of North Carolina (“Covered Entity”) and Foxster Opco, LLC (“CTS Software”, “CTS”), a corporation organized under the laws of the State of North Carolina (“Business Associate”, in accordance with the meaning given to those terms at 45 CFR §164.501). In this BAA, Covered Entity and Business Associate are each a “Party” and, collectively, are the “Parties”. BACKGROUND I. Covered Entity is either a “covered entity” or “business associate” of a covered entity as each are defined under the Health Insurance Portability and Accountability Act of 1996, Public Law 104 -191, as amended by the HITECH Act (as defined below) and the related regulations promulgated by HHS (as defined below) (collectively, “HIPAA”) and, as such, is required to comply with HIPAA’s provisions regarding the confidentiality and privacy of Protected Health Information (as defined below); II. The Parties have entered into or will enter into one or more agreements under which Business Associate provides or will provide certain specified services to Covered Entity (collectively, the “Agreement”); III. In providing services pursuant to the Agreement, Business Associate will have access to Protected Health Information; IV. By providing the services pursuant to the Agreement, Business Associate will become a “business associate” of the Covered Entity as such term is defined under HIPAA; V. Both Parties are committed to complying with all federal and state laws governing the confidentiality and privacy of health information, including, but not limited to, the Standards for Privacy of Individually Identifiable Health Information found at 45 CFR Part 160 and Part 164, Subparts A and E (collectively, the “Privacy Rule”); and VI. Both Parties intend to protect the privacy and provide for the security of Protected Health Information disclosed to Business Associate pursuant to the terms of this Agreement, HIPAA and other applicable laws. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein and the continued provision of PHI by Covered Entity to Business Associate under the Agreement in reliance on this BAA, the Parties agree as follows: Docusign Envelope ID: 570451FC-66D7-4F0D-A133-FD52C5F42668Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 2 1. Definitions. For purposes of this BAA, the Parties give the following meaning to each of the terms in Section 1 below. Any capitalized term used in this BAA, but not otherwise defined, has the meaning given to that term in the Privacy Rule or pertinent law. A. “Affiliate” means a subsidiary or affiliate of Covered Entity that is, or has been, considered a covered entity, as defined by HIPAA. B. “Breach” means the acquisition, access, use, or disclosure of PHI in a manner not permitted under the Privacy Rule which compromises the security or privacy of the PHI, as defined in 45 CFR §164.402. C. “Breach Notification Rule” means the portion of HIPAA set forth in Subpart D of 45 CFR Part 164. D. “Data Aggregation” means, with respect to PHI created or received by Business Associate in its capacity as the “business associate” under HIPAA of Covered Entity, the combining of such PHI by Business Associate with the PHI received by Business Associate in its capacity as a business associate of one or more other “covered entity” under HIPAA, to permit data analyses that relate to the Health Care Operations (defined below) of the respective covered entities. The meaning of “data aggregation” in this BAA shall be consistent with the meaning given to that term in the Privacy Rule. E. “Designated Record Set” has the meaning given to such term under the Privacy Rule, including 45 CFR §164.501.B. F. “De-Identify” means to alter the PHI such that the resulting information meets the requirements described in 45 CFR §§164.514(a) and (b). G. “Electronic PHI” means any PHI maintained in or transmitted by electronic media as defined in 45 CFR §160.103. H. “Health Care Operations” has the meaning given to that term in 45 CFR §164.501. I. “HHS” means the U.S. Department of Health and Human Services. J. “HITECH Act” means the Health Information Technology for Economic and Clinical Health Act, enacted as part of the American Recovery and Reinvestment Act of 2009, Public Law 111-005. K. “Individual” has the same meaning given to that term i in 45 CFR §§164.501 and 160.130 and includes a person who qualifies as a personal representative in accordance with 45 CFR §164.502(g). L. “Privacy Rule” means that portion of HIPAA set forth in 45 CFR Part 160 and Part 164, Subparts A and E. M. “Protected Health Information” or “PHI” has the meaning given to the term “protected health information” in 45 CFR §§164.501 and 160.103, limited to the information created or received by Business Associate from or on behalf of Covered Entity. N. “Security Incident” means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system. Docusign Envelope ID: 570451FC-66D7-4F0D-A133-FD52C5F42668Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 3 O. “Security Rule” means the Security Standards for the Protection of Electronic Health Information provided in 45 CFR Part 160 & Part 164, Subparts A and C. P. “Unsecured Protected Health Information” or “Unsecured PHI” means any “protected health information” as defined in 45 CFR §§164.501 and 160.103 that is not rendered unusable, unreadable or indecipherable to unauthorized individuals through the use of a technology or methodology specified by the HHS Secretary in the guidance issued pursuant to the HITECH Act and codified at 42 USC §17932(h).(A full definition section matching the PDF will be inserted here.) 2. Use and Disclosure of PHI. A. Except as otherwise provided in this BAA, Business Associate may use or disclose PHI as reasonably necessary to provide the services described in the Agreement to Covered Entity, and to undertake other activities of Business Associate permitted or required of Business Associate by this BAA or as required by law. B. Except as otherwise limited by this BAA or federal or state law, Covered Entity authorizes Business Associate to use the PHI in its possession for the proper management and administration of Business Associate’s business and to carry out its legal responsibilities. Business Associate may disclose PHI for its proper management and administration, provided that (i) the disclosures are required by law; or (ii) Business Associate obtains, in writing, prior to making any disclosure to a third party (a) reasonable assurances from this third party that the PHI will be held confidential as provided under this BAA and used or further disclosed only as required by law or for the purpose for which it was disclosed to this third party and (b) an agreement from this third party to notify Business Associate immediately of any breaches of the confidentiality of the PHI, to the extent it has knowledge of the breach. C. Business Associate will not use or disclose PHI in a manner other than as provided in this BAA, as permitted under the Privacy Rule, or as required by law. Business Associate will use or disclose PHI, to the extent practicable, as a limited data set or limited to the minimum necessary amount of PHI to carry out the intended purpose of the use or disclosure, in accordance with Section 13405(b) of the HITECH Act (codified at 42 USC §17935(b)) and any of the act’s implementing regulations adopted by HHS, for each use or disclosure of PHI. D. Upon request, Business Associate will make available to Covered Entity any of Covered Entity’s PHI that Business Associate or any of its agents or subcontractors have in their possession. E. Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent with 45 CFR §164.502(j)(1). 3. Safeguards Against Misuse of PHI. Business Associate will use appropriate safeguards to prevent the use or disclosure of PHI other than as provided by the Agreement or this BAA , and Business Associate agrees to implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity , and availability of the Electronic PHI that it creates, receives, maintains , or transmits on behalf of Covered Entity. Docusign Envelope ID: 570451FC-66D7-4F0D-A133-FD52C5F42668Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 4 Business Associate agrees to take reasonable steps, including providing adequate training to its employees, to ensure compliance with this BAA and to ensure that the actions or omissions of its employees or agents do not cause Business Associate to breach the terms of this BAA. 4. Reporting Disclosures of PHI and Security Incidents. Business Associate will report to Covered Entity in writing any use or disclosure of PHI not provided for by this BAA of which it becomes aware, and Business Associate agrees to report to Covered Entity any Security Incident affecting Electronic PHI of Covered Entity of which it becomes aware. Business Associate agrees to report any such event within five business days of becoming aware of the event. 5. Reporting Breaches of Unsecured PHI. Business Associate will notify Covered Entity in writing promptly upon the discovery of any Breach of Unsecured PHI in accordance with the requirements set forth in 45 CFR §164.410, but in no case later than 30 calendar days after discovery of a Breach. Business Associate will reimburse Covered Entity for any costs incurred by it in complying with the requirements of Subpart D of 45 CFR §164 that are imposed on Covered Entity as a result of a Breach committed by Business Associate. 6. Mitigation of Disclosures of PHI. Business Associate will take reasonable measures to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of any use or disclosure of PHI by Business Associate or its agents or subcontractors in violation of the requirements of this BAA. 7. Agreements with Agents or Subcontractors. Business Associate will ensure that any of its agents or subcontractors that have access to, or to which Business Associate provides, PHI agree in writing to the restrictions and conditions concerning uses and disclosures of PHI contained in this BAA and agree to implement reasonable and appropriate safeguards to protect any Electronic PHI that it creates, receives, maintains or transmits on behalf of Business Associate or, through the Business Associate, Covered Entity. Business Associate shall notify Covered Entity, or upstream Business Associate, of all subcontracts and agreements relating to the Agreement, where the subcontractor or agent receives PHI as described in section 1.M. of this BAA. Such notification shall occur within 30 (thirty) calendar days of the execution of the subcontract by placement of such notice on the Business Associate’s primary website. Business Associate shall ensure that all subcontracts and agreements provide the same level of privacy and security as this BAA. 8. Audit Report. Upon request, Business Associate will provide Covered Entity, or upstream Business Associate, with a copy of its most recent independent HIPAA compliance report (AT -C 315), HITRUST certification, or other mutually agreed upon independent standards -based third-party audit report. Covered entity agrees not to re-disclose the Business Associate’s audit report. 9. Access to PHI by Individuals. A. Upon request, Business Associate agrees to furnish Covered Entity with copies of the PHI maintained by Business Associate in a Designated Record Set in the time and manner Docusign Envelope ID: 570451FC-66D7-4F0D-A133-FD52C5F42668Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 5 designated by Covered Entity to enable Covered Entity to respond to an Individual’s request for access to PHI under 45 CFR §164.524. B. In the event any Individual or personal representative requests access to the Individual’s PHI directly from Business Associate, Business Associate within ten business days, will forward that request to Covered Entity. Any disclosure of, or decision not to disclose, the PHI requested by an Individual or a personal representative and compliance with the requirements applicable to an Individual’s right to obtain access to PHI shall be the sole responsibility of Covered Entity. 10. Amendments of PHI. A. Upon request and instruction from Covered Entity, Business Associate will amend PHI or a record about an Individual in a Designated Record Set that is maintained by, or otherwise within the possession of, Business Associate as directed by Covered Entity in accordance with procedures established by 45 CFR §164.526. Any request by Covered Entity to amend such information will be completed by Business Associate within 15 business days of Covered Entity’s request. B. In the event that any Individual requests that Business Associate amend such Individual’s PHI or record in a Designated Record Set, Business Associate within ten business days will forward this request to Covered Entity. Any amendment of, or decision not to amend, the PHI or record as requested by an Individual and compliance with the requirements applicable to an Individual’s right to request an amendment of PHI will be the sole responsibility of Covered Entity. 11. Accounting of Disclosures. A. Business Associate will document any disclosures of PHI made by it to account for such disclosures as required by 45 CFR §164.528(a). Business Associate also will make available information related to such disclosures as would be required for Covered Entity to respond to a request for an accounting of disclosures in accordance with 45 CFR §164.528. At a minimum, Business Associate will furnish Covered Entity the following with respect to any covered disclosures by Business Associate: (i) the date of disclosure of PHI; (ii) the name of the entity or person who received PHI, and, if known, the address of such entity or person; (iii) a brief description of the PHI disclosed; and (iv) a brief statement of the purpose of the disclosure which includes the basis for such disclosure. B. Business Associate will furnish to Covered Entity information collected in accordance with this Section 10, within ten business days after written request by Covered Entity, to permit Covered Entity to make an accounting of disclosures as required by 45 CFR §164.528, or in the event that Covered Entity elects to provide an Individual with a list of its business associates, Business Associate will provide an accounting of its disclosures of PHI upon request of the Individual, if and to the extent that such accounting is required under the HITECH Act or under HHS regulations adopted in connection with the HITECH Act. C. In the event an Individual delivers the initial request for an accounting directly to Business Associate, Business Associate will within ten business days forward such request to Covered Entity. Docusign Envelope ID: 570451FC-66D7-4F0D-A133-FD52C5F42668Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 6 12. Availability of Books and Records. Business Associate will make available its internal practices, books, agreements, records, and policies and procedures relating to the use and disclosure of PHI, upon request, to the Secretary of HHS for purposes of determining Covered Entity’s and Business Associate’s compliance with HIPAA, and this BAA. 13. Responsibilities of Covered Entity. With regard to the use and/or disclosure of Protected Health Information by Business Associate, Covered Entity agrees to: A. Notify Business Associate of any limitation(s) in its notice of privacy practices in accordance with 45 CFR §164.520, to the extent that such limitation may affect Business Associate’s use or disclosure of PHI. B. Notify Business Associate of any changes in, or revocation of, permission by an Individual to use or disclose Protected Health Information, to the extent that such changes may affect Business Associate’s use or disclosure of PHI. C. Notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR §164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI. D. Except for data aggregation or management and administrative activities of Business Associate, Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under HIPAA if done by Covered Entity. 14. Data Ownership. Business Associate’s data stewardship does not confer data ownership rights on Business Associate with respect to any data shared with it under the Agreement, including any and all forms thereof. 15. Term and Termination. A. This BAA will become effective on the date first written above, and will continue in effect until all obligations of the Parties have been met under the Agreement and under this BAA. B. Covered Entity may terminate immediately this BAA, the Agreement, and any other related agreements if Covered Entity makes a determination that Business Associate has breached a material term of this BAA and Business Associate has failed to cure that material breach, to Covered Entity’s reasonable satisfaction, within 30 days after written notice from Covered Entity. Covered Entity may report the problem to the Secretary of HHS if termination is not feasible. C. If Business Associate determines that Covered Entity has breached a material term of this BAA, then Business Associate will provide Covered Entity with written notice of the existence of the breach and shall provide Covered Entity with 30 days to cure the breach. Covered Entity’s failure to cure the breach within the 30 -day period will be grounds for immediate termination of the Agreement and this BAA by Business Associate. Business Associate may report the breach to HHS. D. Upon termination of the Agreement or this BAA for any reason, all PHI maintained by Business Associate will be returned to Covered Entity or destroyed by Business Associate. Docusign Envelope ID: 570451FC-66D7-4F0D-A133-FD52C5F42668Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 7 Business Associate will not retain any copies of such information. This provision will apply to PHI in the possession of Business Associate’s agents and subcontractors. If return or destruction of the PHI is not feasible, in Business Associate’s reasonable judgment, Business Associate will furnish Covered Entity with notification, in writing, of the conditions that make return or destruction infeasible. Upon mutual agreement of the Parties that return or destruction of the PHI is infeasible, Business Associate will extend the protections of this BAA to such information for as long as Business Associate retains such information and will limit further uses and disclosures to those purposes that make the return or destruction of the information not feasible. The Parties understand that this Section 14.D. will survive any termination of this BAA. 16. Effect of BAA. A. This BAA is a part of and subject to the terms of the Agreement, except that to the extent any terms of this BAA conflict with any term of the Agreement, the terms of this BAA will govern. B. Except as expressly stated in this BAA or as provided by law, this BAA will not create any rights in favor of any third party. 17. Regulatory References. A reference in this BAA to a section in HIPAA means the section as in effect or as amended at the time. 18. Notices. All notices, requests and demands or other communications to be given under this BAA to a Party will be made via either first class mail, registered or certified or express courier, or electronic mail to the Party’s address given below: A. If to Covered Entity, to: Orange County Transportation Attn: Jamael Wiley T: Transit Operations Manager E: jwiley@orangecountync.gov B. If to Business Associate, to: Foxster Optco ("CTS Software", "CTS") Attn: Adam Fox T: President E: adam.fox@cts-software.com 19. Amendments and Waiver. This BAA may not be modified, nor will any provision be waived or amended, except in writing duly signed by authorized representatives of the Parties. A waiver with respect to one event shall not be construed as continuing, or as a bar to or waiver of any right or remedy as to subsequent events. 20. HITECH Act Compliance. The Parties acknowledge that the HITECH Act includes significant changes to the Privacy Rule and the Security Rule. The privacy subtitle of the HITECH Act sets forth provisions that significantly change the requirements for business associates and the Docusign Envelope ID: 570451FC-66D7-4F0D-A133-FD52C5F42668Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 8 agreements between business associates and covered entities under HIPAA and these changes may be further clarified in forthcoming regulations and guidance. Each Party agrees to comply with the applicable provisions of the HITECH Act and any HHS regulations issued with respect to the HITECH Act. The Parties also agree to negotiate in good faith to modify this BAA as reasonably necessary to comply with the HITECH Act and its regulations as they become effective but, in the event that the Parties are unable to reach agreement on such a modification, either Party will have the right to terminate this BAA upon 30 - days’ prior written notice to the other Party. [The remainder of this page intentionally left blank; signatures on the following page] Docusign Envelope ID: 570451FC-66D7-4F0D-A133-FD52C5F42668Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6 9 In light of the mutual agreement and understanding described above, the Parties execute this BAA as of the date first written above. By: Name: Jamael Wiley Title: Transit Operations Planning Manager By: Name: Adam Fox Title: President, Foxster Opco LLC. Docusign Envelope ID: 570451FC-66D7-4F0D-A133-FD52C5F42668Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6