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. DocuSign Envelope ID: E3F47E53-3DD8-42DE-8FDF-727E69AFA74C 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. DocuSign Envelope ID: E3F47E53-3DD8-42DE-8FDF-727E69AFA74C 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). DocuSign Envelope ID: E3F47E53-3DD8-42DE-8FDF-727E69AFA74C 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). DocuSign Envelope ID: E3F47E53-3DD8-42DE-8FDF-727E69AFA74C 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. DocuSign Envelope ID: E3F47E53-3DD8-42DE-8FDF-727E69AFA74C 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. DocuSign Envelope ID: E3F47E53-3DD8-42DE-8FDF-727E69AFA74C 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. DocuSign Envelope ID: E3F47E53-3DD8-42DE-8FDF-727E69AFA74C 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 DocuSign Envelope ID: E3F47E53-3DD8-42DE-8FDF-727E69AFA74C 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. [Remainder of page left blank] DocuSign Envelope ID: E3F47E53-3DD8-42DE-8FDF-727E69AFA74C 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: _____________________________ DocuSign Envelope ID: E3F47E53-3DD8-42DE-8FDF-727E69AFA74C President Mitch Skyer Schedule A: Statement of Work, Pricing & Payment Terms (Attached as Quote 1099 v3) DocuSign Envelope ID: E3F47E53-3DD8-42DE-8FDF-727E69AFA74C 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 DocuSign Envelope ID: E3F47E53-3DD8-42DE-8FDF-727E69AFA74C 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 DocuSign Envelope ID: E3F47E53-3DD8-42DE-8FDF-727E69AFA74C 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. DocuSign Envelope ID: E3F47E53-3DD8-42DE-8FDF-727E69AFA74C 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. DocuSign Envelope ID: E3F47E53-3DD8-42DE-8FDF-727E69AFA74C 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