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GENERAL AGREEMENT <br />This General Agreemen including its Schedules A-D and Attachment A (collectively, this <br />"Agreement"), effective as of Me Ve_be( 12, 2019 (the "Effective Date"), is entered into by and <br />between CCG Systems, Inc., dba FASTER Asset Solutions ("FASTER,") and the City of South Bend, Indiana, <br />acting by and through its Board of Public Works (the "Customer") (each a "party" and together, the <br />"parties"). <br />WHEREAS, FASTER is the legal and beneficial owner of certain COTS software (as described <br />hereafter) that is used by private and government entities for the purpose of fleet and asset management, <br />and FASTER provides certain services relating to the implementation and use of its software; and <br />WHEREAS, FASTER desires to license its software and provide certain services to the City of South <br />Bend for the benefit of the City's fleet management operations; and <br />WHEREAS, the City of South Bend desires to license software from FASTER and to utilize certain <br />services provided by FASTER for the benefit of its fleet management operations, as more specifically <br />described in this Agreement; and <br />WHEREAS, this General Agreement includes Schedules A-D and Attachment A, each of which is <br />incorporated herein and which shall be deemed executed concurrently upon the execution of this <br />Agreement. <br />NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, and <br />other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, <br />the parties agree as follows: <br />1. Project Scope — Commercial -Off -The -Shelf and Custom Deliverables: <br />a. Definition of a Commercial -Off -The -Shelf (COTS) System: <br />This Agreement may have custom work product, which is distinct and separate from the COTS <br />software. Custom work, if any, will be listed in Schedule A. There are also several COTS software <br />products that are licensed separately (FASTER Web, MotorPool, Dashboard, Standard Fuel <br />Import, Barcode, etc.). Therefore, if the product is not specifically listed in Schedule A, no license <br />rights are conveyed. As FASTER Web is a COTS system, the underlying software consists of <br />standardized programs (i.e., pre -built). As such, this Agreement takes precedent over any other <br />agreement between FASTER and Customer. <br />The COTS software undergoes its own development cycle separately and distinctly from the <br />implementation process. This means that no requirements gathering; requirements and design <br />approval, gap analysis, testing and development work is done on FASTER COTS Software in <br />conjunction with this Agreement. However, custom development and testing will be done in <br />conjunction with the custom work noted in Schedule A. <br />Whatever COTS software, custom work and converted data are listed in Schedule A as work <br />product, will be deployed together to form a "Soft Go -Live" instance. If there is additional work <br />product that is to be delivered separately (after the initial Go -Live) that will be specifically listed <br />