HomeMy WebLinkAboutC23-071 TT FASTER dba Faster Asset SolutionsGENERAL AGREEMENT
TT FASTER LLC, dba FASTER Asset Solutions, hereinafter referred to as “FASTER” or “Contractor,” and
Eagle County, Colorado, a body corporate and politic, hereinafter referred to as "Customer" or
“County,” agree to the following terms and conditions as detailed in the attached schedules
(collectively, the “Agreement”). More specifically, Schedule A includes a detailed Statement of Work
(“SOW”), associated pricing and payment terms.
1. Project Scope – Commercial-Off-The-Shelf and Custom Deliverables:
a. Definition of a Commercial-Off-The-Shelf (COTS) System:
This Agreement may have custom work product, which is distinct and separate from the COTS
software. Custom work, if any, will be listed in Schedule A. There are also several COTS software
products that are licensed separately (FASTER Web, MotorPool, Dashboard, Standard Fuel
Import, Barcode, etc.). Therefore, if the product is not specifically listed in Schedule A, no license
rights are conveyed. As FASTER Web is a COTS system, the underlying software consists of
standardized programs (i.e., pre-built). As such, this Agreement takes precedent over any other
agreement between FASTER and Customer.
The COTS software undergoes its own development cycle separately and distinctly from the
implementation process. This means that no requirements gathering; requirements and design
approval, gap analysis, testing and development work is done on FASTER COTS Software in
conjunction with this Agreement. However, custom development and testing will be done in
conjunction with the custom work noted in Schedule A.
Whatever COTS software, custom work and converted data are listed in Schedule A as work
product, will be deployed together to form a “Soft Go-Live” instance. If there is additional work
product that is to be delivered separately (after the initial Go-Live) that will be specifically listed
in Schedule A. The Soft Go-Live instance is tested in the FASTER data center and then deployed
to the Customer’s single environment that serves as the Customer’s test environment during the
implementation and will become the production environment upon Go-Live. This permits the
Customer to perform whatever tests it deems necessary in the later environment to which it will
have access. The Customer having one environment through the life of the implementation that
will be promoted to production is a critical aspect of quality control that is a distinctly important
part of the FASTER COTS implementation process. Any deviation from this may lead to
additional cost. This process also reduces Customer IT expenses.
While custom work product (if any) is built to specific customer-identified specifications, the
nature of COTS software requires that FASTER will not provide custom modification, code
changes or database structure changes to any COTS software since this could adversely affect
other customers. FASTER does enhance the COTS software as part of its normal life cycle based
on customer input from its more than 370 customers, market research and on-staff fleet
professionals.
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b. Integrations & Business Intelligence Work Approvals & Testing:
This work represents integrations and business intelligence for which the Customer has
provided specifications. The following process will be followed to ensure that reliable work is
delivered as part of the implementation:
If the Customer has opted in the SOW to use an existing document or file (such as an existing
report) as a template for the work to be done, in order to avoid the cost and time involved in
the creation of written requirements, there will not be a requirement approval process outside
of what is documented in the SOW.
Or if the SOW calls for requirements to be documented during the implementation: After the
Customer provides the following documentation, FASTER will create an extensive Requirements
Document for the Customer to approve. This document will enable the Customer to have
certainty about what it requires for a successful customization.
Documents to be provided by Customer:
• In the case of a Custom Report, a mockup in Excel or similar table.
• In the case of an Integration, a Data Flow Map which will show the data the Customer wants
to import and/or export.
• A written summary of:
o Execution of the integration: How should the integration be executed? For example,
would it need to be run manually or scheduled to run automatically.
o User Interface: Will a user interface be needed? If so, what are the key elements needed
in the user interface?
o Error Handling: How should errors be logged? Are there any specific errors or failures that
could occur that would need the integration to notify the Customer about?
o Special Considerations: Are there any additional business rules or special considerations
that the Customer could not show in the data map that the integration needs to meet?
After receipt of the above, FASTER will create a Requirements Document for the Customer’s
approval. Once the Customer approves the Requirements, FASTER will begin and complete
development and testing. And then the custom work product will be delivered with the COTS
components in the form of the Soft Go-Live noted above.
The Customer may choose to do whatever testing it deems necessary on the custom work
during the implementation in the Customer’s implementation environment (more below
related to environments). Those testing costs will be borne by the Customer and administered
by the Customer. FASTER will provide to the Customer any and all of the test cases which
FASTER has already performed during its testing free of charge to use at the Customer’s
expense.
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c. COTS Software Approvals & Testing:
As a result of the nature of a COTS system, the implementation of the COTS software
components will not require the Customer or FASTER to do test plan approvals, requirements
documentation approvals, gap analysis or gap analysis approvals.
The Customer may choose to do whatever testing it deems necessary on the COTS software
components during the implementation in the Customer’s implementation environment (more
below related to environments). Those testing costs will be borne by the Customer and
administered by the Customer. FASTER will provide to the Customer any of the 50,000+ test
cases which FASTER has already performed during its normal COTS release cycle free of charge
to use at the Customer’s expense.
d. Data Conversion Testing:
If noted in Schedule A, FASTER will perform data conversion services: If data conversion services
are provided, FASTER will perform data validation testing that validates the accuracy of the data
FASTER loads into the Customer’s FASTER Web database against the data provided by the
Customer and confirms the Customer’s data in the FASTER Web database meets the business
rules of FASTER. Once FASTER has completed data validation testing internally, FASTER will
provide the Customer a Soft Go-Live copy of the database that contains the data FASTER loaded.
The Customer can then perform whatever due diligence it deems necessary to validate this data
in the Customer’s implementation environment. If the Customer chooses it can redundantly
perform some or all of the same Data Validation tests cases FASTER performed. FASTER will
provide data validation test cases for the Customer to use free of charge. All Customer data
testing will be performed by the Customer at the Customer’s expense. Any data defects the
Customer finds and reports during its implementation testing that is found to be the result of
FASTER’s work will be corrected by FASTER.
2. Change Requests
a. COTS Add-ons: Change Requests to add COTS add-on components can be done any time up
to the time of the installation of the COTS components included in the SOW or after the Go-
Live and there will only be the added costs which relate to adding those components and
any added implementation tasks, such as training.
b. Change Requests for Custom Work: The Customer may make a change request(s) for custom
work at any time in writing and submit to FASTER’s Implementation Project Manager.
FASTER will provide the Customer with a written estimate of added costs and/or time delay
resulting from the change request(s). It is understood by the parties that change requests
that occur after the Customer has approved the Requirements Document may lead to
higher cost and time delay due to the fact that FASTER may need to re-write the
Requirements Document, re-do the approval process, re-work code or re-test. The
Customer will review and modify if needed FASTER’s written response to change request(s)
and notify FASTER in writing whether it wants to proceed with the change request(s).
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3. Taxes
Prices and fees are exclusive of all federal, state, municipal, or other government, excise, sales,
use, occupational, or like taxes now in force or enacted in the future and, therefore, prices are
subject to an increase equal in amount to any tax FASTER may be required to collect, or pay,
upon the sale or delivery of items purchased or licensed. If a certificate of exemption, or similar
document or proceeding, is to be made in order to exempt the sale from sales or use tax
liability, the Customer will obtain and pursue such certificate, document or proceeding.
4. Proprietary Rights of FASTER
a. Nature of Rights and Title: Customer recognizes that all computer programs, system
documentation, and other materials supplied by FASTER to Customer are subject to the
proprietary rights of FASTER. Customer agrees that the programs, documentation, and all
information or data supplied by FASTER, in machine-readable form are trade secrets of
FASTER, are protected by civil and criminal law, and by the law of copyright, are very
valuable to FASTER, and that their use and disclosure must be controlled.
Title: FASTER retains title to and all intellectual property rights to all programs,
documentation, information or data furnished by FASTER. Customer retains rights to the
asset data related to its property which is housed within the MSSQL database. Other aspects
of that MSSQL database, such as database structure and database objects remain the
confidential property of FASTER.
Customer shall keep each and every item to which FASTER retains title free and clear of all
claims, liens and encumbrances except those of FASTER; and any act of Customer, voluntary
or involuntary, purporting to create a claim, lien, or encumbrance on such an item shall be
void.
b. Restrictions on Customer Use: The computer programs and other items supplied by FASTER
hereunder are for the sole use of Customer and Customer’s employees/agents.
i. Competitive Uses: Customer agrees that while this Agreement is in effect or while it has
custody or possession of any property of FASTER, it will not directly or indirectly lease,
license, sell, offer, negotiate, or contract to provide any software similar to that supplied
hereunder to any third party, but this clause shall not be construed to prohibit Customer
from acquiring, for its own use, software from third parties. Customer agrees that while
this Agreement is in effect, or while it has custody or possession of any property of
FASTER, it will not:
1. Copy or duplicate, or permit anyone else to copy or duplicate, any physical or
electronic version of the programs, databases, documentation, or information
furnished by FASTER.
2. Create or attempt to create, or permit others to create or attempt to create, by
reverse engineering or object program or otherwise, the source programs, or any
part thereof, from the object program or from other information made available
under this Agreement or otherwise, (whether oral, written, tangible, or intangible).
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Customer may copy for its own use, and at its own expense, documentation and any
other materials provided by FASTER.
3. Modify or permit others to modify the system’s database structure. Any such
modifications may void FASTER’s warranties and FASTER’s obligation to provide
Software Upgrades and Support pursuant to Schedule B.
ii. Demonstrations. Due to the proprietary nature of FASTER’s Fleet Management System,
Customer agrees not to demonstrate or show this system to any competitors, or
consultants that work with competitors, of FASTER.
c. Transfer/Expansion of Rights
The Customer’s rights to use the programs, documentation, and other materials supplied by
FASTER under this Agreement shall not be assigned, licensed, or transferred to a successor,
affiliate or any other person, firm, corporation, or organization voluntarily, by operation or
law, or in any other manner without the prior written consent of FASTER, which shall not be
unreasonably withheld.
d. Remedies
If Customer attempts to use, copy, license, or convey the items supplied by FASTER
hereunder in a manner contrary to the terms of this Agreement or in competition with
FASTER or in derogation of FASTER’s proprietary rights, whether these rights are explicitly
herein stated, determined by law, or otherwise, FASTER may, in addition to other remedies
available to it, seek equitable relief enjoining such action.
e. Binding Effect & Definitions
The Customer agrees that this Agreement binds the named Customer and each of its
employees, agents, representatives, and persons associated with it. This Agreement further
binds each affiliated organization and any person, firm, corporation, or other organization
with which the Customer may enter a joint venture or other cooperative enterprise. The
term employee means individual on whose behalf the Customer withholds income taxes or
makes contributions under the federal insurance contributions act or similar statutes in
other nations.
5. Exclusion of Incidental, Consequential and Certain Other Damages
Neither FASTER nor its suppliers shall be liable for any special, incidental, indirect, punitive or
consequential damages arising out of the use of or inability to use the FASTER components or the
support services, or the provision of or failure to provide support services under this Agreement.
6. Limitation of Liability
Customer agrees that FASTER’s liability to Customer or any third party due to negligent professional
acts, errors or omissions or breach of contract by FASTER will be limited to an aggregate of FASTER’s
total fee.
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7. Confidential Information
“Confidential Information” means the Services, any software provided by FASTER to Customer
under this Agreement, the logon identifiers and passwords provided to Customer and its Authorized
Users, materials marked confidential by Customer or FASTER and any other information conveyed
under this Agreement in writing or orally that is designated confidential or by the circumstances in
which it is provided. Each party acknowledges and agrees that: (a) the Confidential Information
constitutes trade secrets of the party owning such Confidential Information; (b) it will use
Confidential Information of the other party solely in accordance with the provisions of this
Agreement; and (c) it will not disclose, or permit to be disclosed, the Confidential Information of the
other party to any third party without the disclosing party’s prior written consent. Each party will
take all reasonable precautions necessary to safeguard the confidentiality of the other party’s
Confidential Information including, at a minimum, those precautions taken by a party to protect its
own Confidential Information of a similar nature, which will in no event be less than a reasonable
degree of care. Confidential Information will not include information that is: (a) publicly available
through no fault of the receiving party; (b) already in the other party’s possession and not subject to
a confidentiality obligation; (c) obtained by the other party from any source without breach of any
obligation of confidentiality; or (d) independently developed by the other party without reference to
the disclosing party’s Confidential Information. Either party may disclose such Confidential
Information as is required to be disclosed by order of a court or other governmental entity;
provided, to the extend allowed by law or court order, reasonable notice is given to the party
owning such Confidential Information so that such party may challenge the disclosure or obtain a
protective order or other equitable relief. The obligations in this section as to Confidential
Information shall continue for a period of five years following termination of this Agreement.
8. Term and Termination
The initial term of this Agreement shall be for 60 months (5 years) from the Effective Date. After
expiration of the initial term, Customer’s Services included in this Agreement shall automatically
renew for successive one-year periods (the initial term and each renewal term, a “Term”) unless
either party provides written notice of non-renewal at least 60 days prior to commencement of the
applicable renewal term. The costs for Services in this agreement will increase by 3% (three percent)
each year. The parties will work in good faith to allow for each party to unwind this relationship if
termination occurs.
a. Termination by FASTER
FASTER shall have the right, upon notice to Customer, to terminate this Agreement if: (a)
Customer fails to pay FASTER any amount due hereunder and such failure to pay is not
cured within 30 days following FASTER’s notice to Customer of such breach; (b) Customer
materially breaches any term or condition of this Agreement, provided such breach is not
cured by Customer within 30 days following FASTER’s notice to Customer of such breach; or
(c) Customer (i) terminates or suspends its business activities; (ii) makes an assignment for
the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar
authority; or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal
or state statutes.
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b. Termination by Customer
Termination. Customer may terminate this Agreement, in whole or in part, at any time and
for any reason, with or without cause, and without penalty therefor with seven (7) calendar
days’ prior written notice to the FASTER. Upon termination of this Agreement, FASTER shall
immediately provide Customer with all documents, in such standard format as Customer
shall direct and shall return all Customer-owned materials and documents. Customer shall
pay FASTER for Services satisfactorily performed to the date of termination..
9. System Accessibility
a. Contractor is responsible for addressing accessibility issues in any software, including
but not limited to any implementation, configuration, or documentation provided or
licensed by Contractor and delivered to the County.
b. Contractor shall ensure that all end user deliverables adhere to the Governor’s Office of
Information Technology’s Technology Accessibility for Persons with Disabilities
Standards and must be able to update any software/systems in the event of updates to
those standards. If the Contractor has agreed to perform maintenance for the County,
Contractor’s obligations apply to its performance of maintenance.
c. Contract must ensure that accessibility and usability are addressed at every stage of the
project. Contractor shall provide accessibility conformance reports for any software
with which users will interact when requested by County. Remediation of accessibility
issues which pose a very minor inconvenience to disabled users but do not prevent
them from using the software may be waived by the County’s sole
discretion. Correction of accessibility issues may require, among other things, writing
new core code, shutting off inaccessible features, providing users with Third Party
Software in addition to their assistive technology, or providing disabled users with an
alternative pathway to the inaccessible feature or the business process that it
automates. Contractor shall collaborate with the County to prioritize accessibility
defects based on severity. If the County determines that accessibility issues exist but
cannot be resolved or mitigated, the Contractor may terminator this agreement.
10. General
a. Agreement Modifications
This Agreement can be modified only by a written agreement duly executed by persons
authorized to sign agreements on behalf of Customer and of FASTER. Any variance from the
terms and conditions of this Agreement in any order or other written notification from the
Customer will be of no effect.
b. Entire Agreement
This Agreement constitutes the entire agreement among the parties, and any prior
understanding or representation of any kind preceding the date of this Agreement shall not
be binding on any party except to the extent incorporated in this Agreement.
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c. No Other Warranties outside of this Agreement
EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, FASTER DISCLAIMS
ALL WARRANTIES WITH REGARD TO THE FASTER PRODUCT SOLD HEREUNDER, INCLUDING
ALL IMPLIED WARRANTIES OF MARKETABILITY AND FITNESS AND ALL OBLIGATIONS OR
LIABILITIES ON THE PART OF FASTER FOR DAMAGES INCLUDING, BUT NOT LIMITED TO,
CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THE USE OR
PERFORMANCE OF THE SYSTEM.
d. Severability
If any provision or provisions of this Agreement shall be held to be invalid, illegal, or non-
enforceable, the validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
e. Force Majeure
Neither party shall be liable in damages or have the right to terminate this Agreement for
any delay or default in performing hereunder if the delay or default is caused by conditions
beyond its control including, but not limited to, Acts of God, Government restrictions, wars,
insurrections and or any other causes beyond the reasonable control of the party whose
performance is affected.
f. Limitation Period (3 years)
No action, regardless of form, arising out of this Agreement may be brought by either party
more than three (3) years after the cause of action has arisen, or, in the case of non-
payment, more than three (3) years from the date of the last payment.
g. Public Agencies
With FASTER’s approval, this Agreement may be extended for use by other municipalities
and government agencies of any state. Any such usage by other municipalities and
government agencies must be in accord with the ordinance, charter, and/or rules and
regulations of the respective political entity. Special discount/s provided to Customer will
not necessarily apply to other customers. Customer does not accept any responsibility or
involvement in the purchase orders or contracts issued by other public agencies.
h. Governing Law
This Agreement will be governed by the laws of the State of Colorado. The Customer
acknowledges that it has read this Agreement, understands it, and agrees to be bound by its
terms and conditions. Further, the Customer agrees that it is the complete and exclusive
statement of the agreement between the parties, which supersedes all proposals or prior
agreements, oral or written, and all other communications between the parties relating to
the subject matter of this Agreement.
11. Compensation. Customer shall compensate FASTER for the performance of the Services in a sum computed
and payable as set forth in Schedule A. The performance of the Services under this Agreement shall not
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exceed $80,734.97. FASTER shall not be entitled to bill at overtime and/or double time rates for work done
outside of normal business hours unless specifically authorized in writing by Customer.
a. Customer will not withhold any taxes from monies paid to the FASTER hereunder and FASTER
agrees to be solely responsible for the accurate reporting and payment of any taxes related to
payments made pursuant to the terms of this Agreement.
b. Notwithstanding anything to the contrary contained in this Agreement, Customer shall have no
obligations under this Agreement after, nor shall any payments be made to FASTER in respect of
any period after December 31 of any year, without an appropriation therefor by Customer in
accordance with a budget adopted by the Board of County Commissioners in compliance with
Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S.
29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20).
12. Insurance. Consultant agrees to provide and maintain at Consultant’s sole cost and expense, the
following insurance coverage with limits of liability not less than those stated below:
a. Types of Insurance.
i. Workers’ Compensation insurance as required by law.
ii. Commercial General Liability coverage to include premises and operations,
personal/advertising injury, products/completed operations, broad form property damage with limits of
liability not less than $1,000,000 per occurrence and $2,000,000 aggregate limits.
iii. Professional liability insurance with prior acts coverage for all Services required
hereunder, in a form and with an insurer or insurers satisfactory to County, with limits of liability of not
less than $1,000,000 per claim and $2,000,000 in the aggregate. In the event the professional liability
insurance is on a claims-made basis, Consultant warrants that any retroactive date under the policy shall
precede the effective date of this Agreement. Continuous coverage will be maintained during any
applicable statute of limitations for the Services and Project.
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AGREED TO:
COUNTY OF EAGLE, STATE OF COLORADO,
By and Through Its COUNTY MANAGER
By: ______________________________
Jeff Shroll, County Manager
TT FASTER LLC DBA FASTER Asset Solutions:
By: _________________________________
Title: ________________________________
Date: _____________________________
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President
Mitch Skyer
Schedule A: Statement of Work, Pricing & Payment Terms
(Attached as Quote 1099 v3)
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FASTER Asset Solutions Quote and Proposal
Amanda Bay
IT Project Manager
Eagle County
FASTER Asset Solutions is pleased to submit our proposal, Eagle County CO SaaS. FASTER has been in business since 1982 and provides FMIS
systems to cities, counties, states, universities, airports, transit, public utilities, and private companies. FASTER is the largest provider of fleet
management information systems (FMIS) to municipal governments in North America. We also believe FASTER is a superior choice because of
the following key strategic differences in our company.
The Most Experienced Staff in the Industry:
Seventy percent of FASTER’s technical staff have been with us for more than 10 years. Reference checks will also reveal that no other vendor
offers the level of professional technical support staff and responsiveness as FASTER. This results in a better implementation experience along
with superior ongoing support, which ultimately results in better system utilization and ROI.
FASTER Invests in the Long-Term:
No other systems provider offers better systems longevity or a more advanced and stable system. For nearly 40 years now we have
continuously improved our system through three generations of technology. FASTER Web is our latest release and includes the ability to deploy
as a cloud-based or on-premises system and integrate easily with other software through API technology.
We are Product and Service Focused:
Likely the most important distinction of our company is that FASTER is product and service focused. Our strategy to continually reinvest in our
products, solutions, and staff, allows us to build a reputation with our customers and partners to have industry leading software and the most
responsive and knowledgeable support team in the asset management space.
Thank you for the opportunity to earn your business. If there is any additional information we can provide, or questions we can answer, please
don't hesitate to let us know.
Sincerely,
FASTER Asset Solutions
FASTERasset.com | LinkedIn | Facebook
Sales@fasterasset.com
757.623.1700
Kelly Brown
kelly.b@fasterasset.com
Quote
FASTER Asset Solutions - Quote # 1099 v3 1 / 8
DocuSign Envelope ID: E3F47E53-3DD8-42DE-8FDF-727E69AFA74C
FASTER Asset Solutions
760 Lynnhaven Pkwy, Suite 203
Virginia Beach, VA 23452
United States
T: 4023055850
Quote #1099 v3
Date Jan 26, 2023
Expires Jan 31, 2023
Contact Kelly Brown
Prepared for Eagle County
Amanda Bay
PO Box 1705
Gypsum, CO 81637
United States
T: (970) 328-3585
E: amanda.bay@eaglecounty.us
Eagle County CO SaaS
Annual Fees
Category Item Qty Price Total
SaaS /
LICENSE
FASTER WEB CORE LICENSE FEE SaaS
FASTER WEB Core license fee per standard asset. Includes all support and
maintenance for year one.
Standard assets are those originally valued at $5,000 or greater and active).
This includes one instance of the FASTER Web Application with one
database.
Unlimited user access (named accounts) included.
Requires 5 Year Term Agreement
450 $32.69 $14,710.50
FASTER (Code: 001XT)
LICENSE FASTER WEB Non Standard Assets License Fee (SaaS)
For non standard assets (initial purchase price <$5,000). Includes setup,
license fee, lifetime software updates for customers.
Fuel Only assets are also considered non standard regardless of initial
purchase price.
Requires 5 (five) year term agreement.
121 $8.19 $990.99
FASTER (Code: FWNSALIC)
ACCEPT QUOTE
Quote
FASTER Asset Solutions - Quote # 1099 v3 2 / 8
DocuSign Envelope ID: E3F47E53-3DD8-42DE-8FDF-727E69AFA74C
Annual Support And
Maintenance Subtotal $22,863.25
SaaS /
INTERFACE
Database Management & Setup SaaS
Establishment of one FASTER Web instance with a single Database. This
setup includes the FASTER Web test environment that will be used during
the entire implementation, all database configuration, testing, backup
configuration, and validation. Includes 24x7x365 cloud database
access. This same environment will be promoted to be the production
environment at the time of Go-Live.
Backups: Hourly database backups will be conducted to ensure
consistent and recoverable backups of the database to restore from in
the event of an emergency. Database Backups will be limited to 14
days of recoverability. Backups will also be sent daily to a secure,
offsite location
Includes all support and maintenance for the first year of service.
Requires a 5 year service agreement
1 $7,161.76 $7,161.76
Faster Asset (Code: DBMSXT)
Category Item Qty Price Total
* Annual Support and Maintenance Fees billing schedules are outlined in the terms and conditions.
FASTER Web Interface Add-On Solutions
Annual Fees
Category Item Qty Price Total
SaaS /
INTERFACE
Fuel Import - Single Vendor (SaaS)
5 Year Term Agreement Required
Single Vendor Fuel Import
This is a single vendor fuel import for a new FASTER Web customer. The
import includes 1 (one) of the following options:
1. Import a new fuel vendor fuel transaction file.
2. Import a new fuel file from your existing vendor.
FASTER will conduct complete configuration and testing of the fuel file
layout and export files (flat files) from the fuel system.
Site & Dispenser optional add on is available, if required, to the single
vendor fuel import
1 $1,683.50 $1,683.50
FASTER (Code: 300XT)
SaaS /
INTERFACE
Single Vendor Site and Dispenser Add On (SaaS)
5 Year Term Agreement Required
This is an optional add-on to the Fuel Import (FI) to enable you to track the
specific fuel site and/or fuel dispenser. This optional add on allows
configuration to track Inventory Items so fuel imports deplete quantity from
inventory.
1 $0.00 $0.00
Quote
FASTER Asset Solutions - Quote # 1099 v3 3 / 8
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Annual Support And
Maintenance Subtotal $4,088.50
Faster Asset (Code: 303xt)
SaaS /
INTERFACE
Dashboard (SaaS)
5 Year Term Agreement Required
he Faster Dashboard provides easy access to an at-a-glance overview of key
performance indicators and data for your organization. The FASTER
Dashboard is designed to give fleets a way to monitor performance,
communicate, and make quick decisions about their operations. It comes
with 20 Key Performance Indicators (KPIs) charts within the Dashboard Add-
on, which includes the 8 module landing charts available within FASTER Web
which can also be accessed via the Dashboard for one convenient high level
overview.
1 $2,405.00 $2,405.00
FASTER (Code: 207ncxt)
Category Item Qty Price Total
* Annual Support and Maintenance Fees billing schedules are outlined in the terms and conditions.
FASTER Web Data Services
One-Time Fees
Category Item Qty Price Total
Service / Data Migration Data Conversion
The Migration Data Conversion Product is used for migrating data from
FASTER Win to FASTER Web.
Data Migration for FASTER Win Add-Ons are quoted individually and
require an individual requirements scope
Data Migration for FASTER Win Customizations are quoted individually
and require an individual requirements scope
Item Discount ($10,000.00)
1 $20,000.00 $20,000.00
$10,000.00
Faster Asset (Code: 408)
Base Price $20,000.00 $20,000.00
Quote
FASTER Asset Solutions - Quote # 1099 v3 4 / 8
DocuSign Envelope ID: E3F47E53-3DD8-42DE-8FDF-727E69AFA74C
One-Time Subtotal $22,000.00
Discount ($10,000.00)
Service /
Migration
Migration Win to Web Reports
FASTER Win report(s), previously developed using Crystal Reporting Services,
will be used as a template to build each corresponding report using the
FASTER Web Reporting tool.
Discounted cost reflects that no requirements, specification or
approval process related to these reports is needed.
The stored procedure and RPT file will be used as a template and re-
constructed for FASTER Web
Report(s) are delivered at Soft Go-Live for customer testing.
Reports will be transitioned without modification. Should customer
request/require modifications FASTER will conduct a requirements
reveiew and provide a cost for requested modifications.
Excel – Data Only option in FASTER Win requires a custom export for
FASTER Web to ensure you get data export format is presented as
desired
FASTER Web uses a structured database model which may result in
slight modifications between FASTER Win and Faster Web reports.
1 $2,000.00 $2,000.00
Faster Asset (Code: 330m)
Win to Web Report Migrations: Win to Web Report 1 combine EAG3500 &
EAG3501 (330m1)
Category Item Qty Price Total
FASTER Web Training
One-Time Fees
Category Item Qty Price Total
Training System Overview Meetings (SOM)
System overview meetings take place via live, remote web-based sessions.
Either one or two overview meetings are conducted depending on the
number of participants and availability.
1 $3,300.00 $3,300.00
Faster Asset (Code: 511a)
Training Configuration Training
Configuration Training takes place via live, remote, web-based sessions. Up
to three sessions are scheduled based on number of participants, customer
availability, and if account coding configuration training is required.
1 $3,300.00 $3,300.00
Faster Asset (Code: 511b)
Quote
FASTER Asset Solutions - Quote # 1099 v3 5 / 8
DocuSign Envelope ID: E3F47E53-3DD8-42DE-8FDF-727E69AFA74C
Training System Training/Go Live
On Site Training - Go Live
Hands-on instructor led training at a single location for up to 20 attendees.
Additional training sessions and instructors may be added at any time, if
needed, up to 4 (four) weeks prior to go live date.
1 $0.00 $0.00
FASTER (Code: 512)
Training Asset Module Go Live Training Class
4 Hour live training session with in person on site trainer
1 $2,200.00 $2,200.00
FASTER (Code: 512a)
Training Maintenance Module Go Live Training Class
4 Hour live training session with in person on site trainer
1 $2,200.00 $2,200.00
FASTER (Code: 512b)
Training Inventory Module Go Live Training Class
4 Hour live training session with in person on site trainer
1 $2,200.00 $2,200.00
FASTER (Code: 512c)
Training Fuel Module Go Live Training Class
1 Hour live training session with in person on site trainer
1 $550.00 $550.00
FASTER (Code: 512d)
Training Vendors & Accounting Module Go Live Training Class
1.5 Hour live training session with in person on site trainer
1 $825.00 $825.00
FASTER (Code: 512e)
Training Technician Module Go Live Training Class
2.5 Hour live training session with in person on site trainer
1 $687.50 $687.50†
FASTER (Code: 512f)
Training Technician Module Go Live Training Class II
2.5 Hour live training session with in person on site trainer. This is the
second technician module class offered during the Go Live period for on site
training.
1 $687.50 $687.50†
FASTER (Code: 512f2)
Training Go-Live Week System Training - Additional Trainer(s)Optional
Trainers are available on site for approximately 8 hours per day for the go
live week. If additional trainers are needed due to shift work, exceeding
maximum class size, or other customer driven training requirements. Costs
are per additional FASTER trainer per week. All costs include travel, lodging,
and per diem. No additional costs are included.
1 $2,750.00 $0.00
Not Selected
Category Item Qty Price Total
Quote
FASTER Asset Solutions - Quote # 1099 v3 6 / 8
DocuSign Envelope ID: E3F47E53-3DD8-42DE-8FDF-727E69AFA74C
One-Time Subtotal $15,950.00
† Non-taxable item
Please contact us if you have any questions.
One-Time Subtotal $37,950.00
Discount ($10,000.00)
Total One-Time $27,950.00 USD
Total Annual Support
And Maintenance $26,951.75 USD
FASTER (Code: 512g)
Training Remote Training Sessions Optional
This instructor led remote video session includes three, 4-hour blocks of
follow-up, additional or review training. Session options include any module
or question and answer session with key users.
Participants have the option to interact with the software in training
mode during the remote session.
Training is conducted via web conference software provided by
FASTER.
1 $1,150.00 $0.00
Not Selected
FASTER (Code: 515)
Category Item Qty Price Total
Summary
Cost Breakdown
Category One-Time Fees Annual Fees
SaaS / INTERFACE —$11,250.26
Service / Data $20,000.00 —
Service / Migration $2,000.00 —
Training $15,950.00 —
SaaS / LICENSE —$14,710.50
LICENSE —$990.99
Discount ($10,000.00)—
Total $27,950.00 USD $26,951.75 USD
ACCEPT QUOTE
Quote
FASTER Asset Solutions - Quote # 1099 v3 7 / 8
DocuSign Envelope ID: E3F47E53-3DD8-42DE-8FDF-727E69AFA74C
Standard agreement for recurring pricing model is 60 months.
Cancellation of service prior to term expiration will result in an early termination fee equal to 85% of the recurring fees for the
remaining term period.
Recurring fees may increase up to 3% annually after the initial term is completed.
PAYMENT TERMS:
One Time Fees: 30% at Purchase Confirmation/30% at Installation of Software/20% at System Overview/20% at Delivery of
Converted Data, Go Live.
100% of Annual Fees at Installation of FASTER Web. Any months remaining on FASTER Win support will be deducted from the
first year's annual fee.
Legacy Data Preparation and Cleanup
FASTER Asset Solutions always recommends that customers confirm that all legacy system data is current, accurate, and in good order. Data
maintained in good order from previous systems will not typically require any corrections and can be imported effectively and efficiently into
the FASTER Web product without issue. In the event that there are legacy data issues that require correction by the customer, FASTER Web
consultants will support those efforts for our customers by providing guidance and advice.
Quote
FASTER Asset Solutions - Quote # 1099 v3 8 / 8
DocuSign Envelope ID: E3F47E53-3DD8-42DE-8FDF-727E69AFA74C
Schedule B: Software Upgrades & Support Agreement:
1. Scope: Software Upgrades & Support will consist of: (i). Upgrades to the Commercial Off the
Shelf (COTS) software and custom software listed in Section 3; (ii). Correction of defects to keep
the software in conformance with the applicable user documentation as noted in Section 4; and
(iii). Telephone support listed in Section 5.
Support will not include: (i) set-up, installation, or configuration of hardware and software
required for the Customer to access the FASTER software unless a separate hosting or Software
as a Service (SaaS) schedule is included in this Agreement.
To the extent Customer used a previous version of the software or a legacy FASTER product and
maintains that version or legacy FASTER product, this Agreement does not extend Software
Upgrades & Support to that previous version or a legacy FASTER product unless specifically
stated. Software Upgrades and Support for a previous software version or legacy FASTER
product will require a separate Software Upgrades & Support Agreement at an additional cost.
2. Representative. Customer will identify both a Representative and an alternate to be designated
as FASTER’s contact(s) for communicating with FASTER concerning support, making other
requests, or providing notice under this Agreement. Customer may change the Representative
upon notice to FASTER (other members of Customer’s Team may place support calls to FASTER
Support).
3. Software Upgrades:
a. All software from FASTER requires that the Software Upgrades & Support Agreement be
renewed annually by Customer. After the first year, Software Upgrades & Support will
automatically renew unless Customer cancels per the termination provisions identified
herein. Software Upgrades & Support provides the following upgrade benefits:
i. Upgrades for the Core COTS Product: Each new version release of the specific
“Core COTS Product,” which are included under this Agreement, are provided at
no added cost to Customer. As long as Software Upgrades & Support is
maintained, Customer is entitled to new version releases of the FASTER product
included under this Agreement.
ii. Upgrades to Add-on Products and Customizations: All Add-on Products and
customizations will be upgraded to function with new versions of the Core COTS
Product as long as Customer continues to renew Software Upgrades & Support.
And as long as Customer remains current on Software Upgrades and Support,
the Customer may license additional add-ons.
4. Software Defects: Software Upgrades & Support covers issues or problems that are the result of
verifiable, replicable errors (FASTER will use all reasonable means to verify and replicate) in the
software ("Verifiable FASTER Defect"). An error will be a Verifiable FASTER Defect only if it
constitutes a material failure by the software to function in accordance with the applicable
software documentation. This documentation encompasses the COTS products and, if custom
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integrations are included in Schedule A, the detailed Requirements Document for which
Customer signed-off for any customization.
5. FASTER Software Support Coverage: Customer will have access to FASTER’s Technical Software
Support Personnel ("Software Support") during Normal Business Hours. For the purposes of this
Agreement, Normal Business Hours are defined as 7:30 am to 6:00 pm EST/EDT, Monday
through Friday (excluding U.S. public holidays). Communications with Technical Support may be
via telephone or e-mail. In addition to the support obligations listed above, FASTER provides
emergency phone support twenty (24) hours a day, seven (7) days a week outside of Normal
Business Hours by having Support staff members on-call for phone support for issues defined
below under “Emergency FASTER Support.”
6. Emergency FASTER Support is available when: A. The system is frozen; B. The system has
crashed and will not recover; or C. Customer cannot process work in the system.
7. IT Support & Consulting Not Provided: Unless Customer contracted FASTER to provide hosting,
FASTER Support does not include IT tasks such as hardware upgrades or changes; server
operating system or relational database management system installs, patches or upgrades;
backup and restore or disaster recovery; virtual machine management; server and database
cluster tasks, etc. (if FASTER is providing hosting, a separate schedule will address hosting and
hosting support).
8. Other Limitations on Support: FASTER will provide troubleshooting and advice related to
mistakes Customer’s employees may make (data deletion, data input error, administrative or
user errors, etc.). As a courtesy, FASTER’s Support Staff accepts such calls and is willing to assist
Customer in attempting to resolve such issues that are outside the scope of support outlined in
this Agreement. As such, while FASTER staff often is able to add value in root cause analysis and
troubleshooting of issues that are outside of FASTER’s responsibilities, there may be occasions
when FASTER must discontinue support efforts on issues that are outside of FASTER’s
responsibilities to be attentive to other customers’ support issues.
9. Training: Support does not include training. Live-remote training via a web-based medium, such
as GoToMeeting, can be provided for an additional cost. FASTER also offers Regional Training for
an added cost in geographic areas where there are concentrations of customers.
10. Customer’s Responsibilities:
a. Customer’s Representative must be qualified and authorized to communicate all
necessary information. And unless FASTER is hosting the environment, Customer must
have administrative access to the FASTER application, must have access to the database
and hardware resources to be able to perform diagnostic testing and be available for
follow-up, if required. FASTER does accept calls from Customer Staff who do not meet
the above requirements. However, resolution of some issues may require a Customer
Staff member who meets the above criteria be available.
b. Customer accepts sole responsibility for any compatibility problems between the
Services and any other application software or non-current software programs not
maintained or supported by FASTER.
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11. Submitting a Request: Customer should be prepared to provide the following:
a. Telephone number and alternate method of contact (i.e., email address);
b. A description of Customer’s problem or question;
c. Provide screen capture/s or video/s of the issue;
d. The circumstances under which the problem does or does not occur;
e. Specific error messages, error numbers, log files and program numbers; and
f. For customers who host FASTER on their internal IT infrastructure, additional
information may be needed such as: Version of the FASTER Software in use, client or
server operating systems versions, hardware specifications, etc.
12. FASTER will follow the below process to assist Customer with resolution of issues:
a. During Normal Business Hours, FASTER’s answering of phone calls is as follows: 95% by
the third ring, 99% by the fifth ring.
b. There is an exception to the above during FASTER Support Team training, which will occur
no more than twice a month and for no more than 90-minutes each. During these training
sessions, the response time may drop to 90% of calls answered by the fifth ring.
c. FASTER’s response to email support requests during Normal Business Hours is: 95% within
three hours and 99% within one business day.
d. Once contact with a FASTER Support Team Member is established via phone or email, a
case will be created for tracking purposes and the supplied information will be
documented such that a Customer may request a case number for tracking purposes.
e. In order to resolve the issues on Customer’s first call, FASTER’s Support is structured to:
answer Customer’s questions and identify logs, tests or error information the Customer
needs to acquire and submit in order to troubleshoot the issue during that first phone
call.
f. If the issue cannot be resolved in one phone call, the Support Team Member who took
the call will diligently strive for timely resolution. If the Support Team Member cannot
timely resolve this issue, he/she will engage with his/her supervisor to assign the case to
the appropriate staff member for either resolution or escalation of the case to the
Development Team.
Term:
For a new customers: The term is dictated by the Statement of Work & Pricing Document.
For customers migrating to FASTER Web: The term and cost is dictated by the Statement of Work &
Pricing Document.
For customers renewing annual Software Upgrades & Support for their current FASTER product:
The term of this Agreement shall be for one year from the day after the expiration of the previous
DocuSign Envelope ID: E3F47E53-3DD8-42DE-8FDF-727E69AFA74C
year’s Software Upgrades & Support Agreement. The renewal will include a 3% (three percent) cost
increase from the previous year’s Software Upgrades & Support Agreement.
A lapse in Software Upgrades & Support is defined as non-payment for 60-days after the expiration
of the previous year’s annual Software Upgrades & Support Agreement. Should the Customer lapse
in its continuity for Software Upgrades & Support by non-payment of more than 60-days, renewal of
annual Software Upgrades & Support will be at FASTER’s discretion and may require a penalty
payment and a price that is based on current retail price.
Customer may opt to terminate Software Upgrades & Support at the end of the Upgrade & Support
term identified in the Statement of Work & Pricing.
Customer may renew Software Upgrades & Support by paying for the next year’s annual Software
Upgrades & Support with a 3% (three percent) increase within 60-days after the end of the previous
support period.
A customer may, at any time, license other FASTER software that will also have a Software Upgrades
& Support fee. There will be an additional Software Upgrades & Support fee due at the time of
licensing the additional software based on the associated licensing fee. That fee is determined by
FASTER pro-rating the months remaining on the current year’s Software Upgrades & Support. And
the following year’s Software Upgrades & Support will include an increase reflecting that licensing
and the commensurate 3% (three percent) increase.
DocuSign Envelope ID: E3F47E53-3DD8-42DE-8FDF-727E69AFA74C
Schedule C: SaaS Agreement
This Agreement sets forth the terms under which FASTER will provide Customer with access to and use
of the software identified in the Schedule A SOW under a Software-as-a-Service offering (“SaaS”). These
are collectively referred to as “Services.”
Access Rights
FASTER hereby grants Customer, during the Term, a limited, non-transferable and non-exclusive
subscription for Customer’s employees to use the Services consistent with the terms and conditions of
this Agreement. FASTER reserves all rights not expressly granted herein.
Except as otherwise agreed to by FASTER in writing, no express or implied license or right of any kind is
granted to Customer regarding the Services (including, but not limited to, any right to know, use,
produce, receive, reproduce, copy, market, sell, distribute, transfer, translate, modify, or adapt the
Services or create derivative works based on the Services or any portions thereof, or obtain possession
of any source code or other technical material relating to the Services). Further, Customer shall not
decompile, reverse assemble, or otherwise reverse engineer or modify the Services.
(See Hosting & Hosting Service Level Agreement (SLA) (Schedule D) for additional related information)
DocuSign Envelope ID: E3F47E53-3DD8-42DE-8FDF-727E69AFA74C
Schedule D: Hosting & Hosting Service Level Agreement (SLA)
1. Environment:
Single Environment: Customer understands that, unless the Customer subscribes to additional
environments, it will access FASTER’s proprietary software in a single environment with one instance of
the software and one database. Therefore, in this Agreement, an “environment” is defined as “a single
install or instance of the FASTER application and a single FASTER database.”
Test/Production Environment: In order to minimize Customer’s and FASTER’s IT costs, as well as to
control quality and reduce risk, Customer will have only one environment through the implementation
process. This environment, upon deployment and during implementation will be the test environment
on which all tasks (system overview, configuration, testing, training, etc.) will be performed. Upon
restoring a final Go-Live database, this same test environment will then become the production
environment.
Additional Environments: Customer may request a separate test or development environment for other
purposes (e.g., during the implementation or after Go-Live) with payment of an additional annual
subscription fee.
2. Administration:
FASTER will issue to Customer’s designated “Administrator” an individual logon identifier and password
(“Administrator’s Logon”) for purposes of the Customer administering the Services. Using the
Administrator’s Logon, the Administrator shall assign each remaining Authorized User a unique logon
identifier and password and assign and manage the business rules/permissions that control each such
Authorized User’s access to the Services. Customer shall use commercially reasonable efforts to ensure
that each Authorized User will: (a) Use a logon identifier to access all areas of the system and not allow
the system to be accessed without a logon identifier; (b) not disclose his/her logon identifier to any
person or entity; (c) not permit any other person or entity to use his/her logon identifier and (d) use the
Services solely in accordance with the terms and conditions of this Agreement.
3. Database Backups
An incremental backup of the database to a local drive will occur hourly. And a full backup will occur
nightly. Both the hourly and nightly full backups will be stored offsite.
4. Database Rights and Access:
4.1 Data Rights: Customer maintains full rights to its data contained in the database upon
termination of this Agreement.
4.2 Access to Database: Unless the Customer purchases the optional “Database Access,” the
Customer will not have access to the database or database server. However, the Customer
will have access to download a copy of the database backup file on a regular basis. In
addition, through the user interface of FASTER Web the Customer will have access to the
Business Intelligence built into FASTER Web to search data, run reports and view data in
dashboards.
DocuSign Envelope ID: E3F47E53-3DD8-42DE-8FDF-727E69AFA74C
In other words, this means that unless you purchase the optional “Database Access,” which
is at an added cost, there will NOT be the ability to run queries against the database or
access the database directly in any way. As noted above, you can still get copies of the
database backup file.
5. Hosting Service Level Agreement:
5.1 Availability: FASTER shall maintain a data center adequate to support Services to Customer
twenty-four (24) hour per day, seven (7) days per week (excluding scheduled maintenance) with
service availability of not less than 99.9% (the “Service Level Commitment”) calculated as
specified below. (99.999% guaranteed up-time is available through a mirrored replication to a fail-
over, co-location at an extra cost.)
5.1.1 Formula. The Service will, subject to the exceptions listed below, be available for a
percentage of each calendar month at least equal to the Service Level Commitment. The
availability of the Service for a given month will be calculated according to the following
formula (referred to herein as the “Availability”):
Where: Total minutes in the month = TMM
Total minutes in the month the Service is unavailable = TMU
And: ((TMM-TMU) X 100)/TMM = Availability
5.1.2 For purposes of this calculation, the Service will be deemed to be unavailable if Service application
functions do not successfully complete. Further, the Service will not be deemed Unavailable for any
downtime or outages excluded from such calculation by reason of the exceptions set forth in Sections
5.1.3 and 5.1.4 below. FASTER’s records and data will be the sole basis for all SLA calculations and
determinations.
5.1.3 Exceptions: (a). Maintenance performed at Customer’s request outside of the normally
scheduled maintenance will not be considered an outage. (b). The Service will not be
considered to be Unavailable for any outage that results from any maintenance performed
by FASTER of which Customer is notified 48 hours in advance and to which Customer does
not reasonably object during the standard FASTER implementation window(s) agreed upon
by FASTER and Customer during Customer’s implementation period. (c). Errors or issues
created by the Customer will not be considered. (d). Should the Customer opt to purchase
for an added cost access to the database, FASTER is not accountable for disruptions caused
by the Customer’s actions related to the database.
5.1.4 The FASTER Network extends to, includes and terminates at the data center located router
that provides the outside interface of each of FASTER’s WAN connections to its backbone
providers (referred to herein as the “FASTER Network”). The Service will not be considered
Unavailable for any outage unavailability of the Service due to (a) Customer's information
content or application programming, acts or omissions of Customer or its agents, (b) failures
of Internet backbone itself and the third-party network by which Customer connects to the
Internet backbone or any other network unavailability outside of the FASTER Network; (c)
delays or failures due to circumstances beyond FASTER’s reasonable control that could not
be avoided by its exercise of due care; or (d) any other outage or downtime outside the
FASTER Network.
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5.2 Remedies: Subject to the exceptions provided for in this SLA, Customer will have the rights set
forth below.
5.2.1 If the total Availability (as calculated in Section 5.1 above) for a given month is (a) below
the Service Level Commitment and greater than or equal to 99.5%, Customer will receive
three (3) Service Credits; (b) below 99.5% and greater than or equal to 99.0%, Customer will
receive ten (10) Service Credits; and (c) below 99.0%, Customer will receive fifteen (15)
Service Credits. Notwithstanding the foregoing and in lieu of the preceding Service Credits,
any continuous outage of more than twenty-four (24) hours shall automatically result in a
total of one month’s value of Service Credits. If Service Level Commitment is not met for a
second time in a thirty (30)-day period, then Customer shall be entitled to receive at
Customer’s election, either (i) another month’s value of Service Credits, or (ii) the right to
terminate the General Agreement.
5.2.2 For purposes of this SLA, a Service Credit will be deemed to be an amount equal 1/30th of
the monthly fee for the hosting to the affected customers of the Services (herein referred to
as “Service Credit”). Service Credits will be recognized for billing purposes in the month
following the month giving rise to such Service Credits. All service credits will be calculated
assuming a 30-day month. Except as provided above in Section 5.2.1 of this SLA, Customer’s
right to receive service credit(s) will be Customer’s exclusive remedy for FASTER’s failure to
satisfy the Service Level Commitment.
5.2.3 Remedies will not accrue (i.e., no Service Credits will be issued and an outage will not be
considered unavailability for purposes of this SLA) if Customer is in breach of its payment
obligations either when the outage occurs or when the credit would otherwise be issued.
5.3 Term: Hosting shall have an initial term of 5 years, and the term shall commence upon
allocation of hardware in the datacenter, which will occur in the early stages of the
implementation. After initial term from commencement, these hosting services will
automatically renew in one-year increments unless cancelled by either party, provided a written
notice of cancellation is received by the other party sixty (60) days in advance of anniversary
date of commencement.
5.4. Performance: Customer understands that performance of the FASTER system is dependent on
multiple factors. For example, Customer approved users can only access the system with a PC
that meets the minimum client specifications provided by FASTER. Customer may need to
request its IT Department increase bandwidth and/or improve network connections in order to
improve performance. Also, Customer understands that system performance is affected by
variables that FASTER cannot fully control, such as user habits, number of simultaneous users
and database size.
DocuSign Envelope ID: E3F47E53-3DD8-42DE-8FDF-727E69AFA74C