HomeMy WebLinkAboutAgreement - Software & Licence - Fleet & Asset Management Software - CCG Systems Inc. dba FASTER Asset Solutionsf Ik
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1316 COUNTY -CITY BUILDING
PHONE $74/ 235-9251
227 W. JEFFERSON BOULEVARD <<
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SOl JTH BEND_ INDIANA 46601-1 930
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CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR
BOARD F PUBLIC WORKS
November 12, 2019
Mr. Steve Specht
CCG Systems Inc. d/b/a FASTER Asset Solutions
760 Lynnhaven Pkwy, Ste. 203
Virginia Beach, VA 23452
RE: Software and License Agreement
Dear Mr. Specht:
The Board of Public Works, at its meeting held on November 12, 2019, approved the above
referenced agreement for the fleet and asset management software in the amount of
$225,989.
Enclosed please find the original of the software agreement for your signature. Please sign
and return the original agreement to our office and retain a copy for your records.
If you have any further questions regarding this matter, please call this office at (574) 235-
9251.
Sincerely,
Linda M. Martin, Clerk
Enclosure
GARY A. GILOT GENEVIEVE E. MILLER ELIZABETH A. MARADIK LAURA L. O'SULLIVAN THERESE J. DORAU
GENERAL AGREEMENT
This General Agreemen including its Schedules A-D and Attachment A (collectively, this
"Agreement"), effective as of Me Ve_be( 12, 2019 (the "Effective Date"), is entered into by and
between CCG Systems, Inc., dba FASTER Asset Solutions ("FASTER,") and the City of South Bend, Indiana,
acting by and through its Board of Public Works (the "Customer") (each a "party" and together, the
"parties").
WHEREAS, FASTER is the legal and beneficial owner of certain COTS software (as described
hereafter) that is used by private and government entities for the purpose of fleet and asset management,
and FASTER provides certain services relating to the implementation and use of its software; and
WHEREAS, FASTER desires to license its software and provide certain services to the City of South
Bend for the benefit of the City's fleet management operations; and
WHEREAS, the City of South Bend desires to license software from FASTER and to utilize certain
services provided by FASTER for the benefit of its fleet management operations, as more specifically
described in this Agreement; and
WHEREAS, this General Agreement includes Schedules A-D and Attachment A, each of which is
incorporated herein and which shall be deemed executed concurrently upon the execution of this
Agreement.
NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:
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.
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.
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 at no cost to the Customer.
2. Change Requests
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.
Change Requests for Custom Work: The Customer may make a change request(s) for custom
work at any time in writing and submit to FASTER's Implementation Project Manager.
FASTER will provide the Customer with a written estimate of added costs and/or time delay
resulting from the change request(s). It is understood by the parties that change requests
that occur after the Customer has approved the Requirements Document may lead to
higher cost and time delay due to the fact that FASTER may need to re -write the
Requirements Document, re -do the approval process, re -work code or re -test. The
Customer will review and modify if needed FASTER's written response to change request(s)
and notify FASTER in writing whether it wants to proceed with the change request(s).
3. Taxes.
Prices and fees are exclusive of all federal, state, municipal, or other government, excise, sales, use,
occupational, or like taxes now in force or enacted in the future and, therefore, prices are 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.
Nature of Rights and Title: Customer recognizes that all computer programs, system
documentation manuals, and other materials supplied by FASTER to Customer are subject to the
proprietary rights of FASTER. Customer agrees that the programs, documentation, and all
information or data supplied by FASTER, in machine-readable form are trade secrets of FASTER,
are protected by civil and criminal law, and by the law of copyright, are very valuable to FASTER,
and that their use and disclosure must be controlled. Customer further understands that
operator manuals, training aids, and other written materials are subject to the copyright act of
the United States.
Title: FASTER retains title to and all intellectual property rights to all programs, documentation,
information or data furnished by FASTER in machine-readable form, and training materials.
Customer shall keep each and every item to which FASTER retains title free and clear of all
claims, liens and encumbrances except those of FASTER; and any act of Customer, voluntary or
involuntary, purporting to create a claim, lien, or encumbrance on such an item shall be void.
b. Restrictions on Customer Use: The computer programs and other items supplied by FASTER
hereunder are for the sole use of Customer and Customer's employees/agents.
Competitive Uses: Customer agrees that while this Agreement is in effect or while it has
custody or possession of any property of FASTER, it will not directly or indirectly lease,
license, sell, offer, negotiate, or contract to provide any software similar to that supplied
hereunder for any third party, but this clause shall not be construed to prohibit Customer
from acquiring, for its own use, software from third parties. Customer agrees that while this
Agreement is in effect, or while it has custody or possession of any property of FASTER, it will
not:
Copy or duplicate, or permit anyone else to copy or duplicate, any physical or magnetic
version of the programs, databases, documentation, or information furnished by FASTER
in machine-readable form.
2. Create or attempt to create, or permit others to create or attempt to create, by reverse
engineering or object program or otherwise, the source programs, or any part thereof,
from the object program or from other information made available under this
Agreement or otherwise (whether oral, written, tangible, or intangible). Customer may
copy for its own use, and at its own expense, operator manuals, training materials, and
other terminal copies made for their distribution.
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.
Demonstrations. Due to the proprietary nature of FASTER's Fleet Management System,
Customer agrees not to knowingly 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, manuals, and other materials
supplied by FASTER under this Agreement shall not be assigned, licensed, or transferred to a
successor, affiliate or any other person, firm, corporation, or organization voluntarily, by
operation or law, or in any other manner without the prior written consent of FASTER, which
shall not be unreasonably withheld.
d. Remedies
If Customer knowingly 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; provided, however, that
this Agreement shall not bind nor affect the rights of any other entity that has independently
contracted with FASTER, nor shall it be construed to require the Customer to take any action
with respect to another entity's independent use of FASTER software or services. 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.
•
Customer agrees that FASTER's liability to Customer due to negligent professional acts, errors or
omissions, or breach of contract by FASTER will not exceed the aggregate total fee to be paid by the
Customer to FASTER under this Agreement.
7. Confidential Information,
"Confidential Information" means: (i) any software provided by FASTER or Customer under this
Agreement; (ii) the logon identifiers and passwords provided to Customer and its authorized users;
(iii) materials marked confidential by Customer or FASTER, and (iv) 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 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.
Nothing in this Agreement will preclude any party from disclosing Confidential Information as
required by law (including, without limitation, any applicable public access laws). The parties
acknowledge that the Customer is a municipal corporation legally bound to comply with Indiana's
Access to Public Records Act and Open Door Law.
The covenants of confidentiality set forth in this section shall apply after the Effective Date of this
Agreement to any Confidential Information disclosed to the receiving party before, on or after the
Effective Date and will continue and must be maintained from and after the Effective Date until the
sooner to occur of (i) such Confidential Information entering the public domain through no fault of
the receiving party or its representatives, or (ii) the date on which such Confidential Information is
no longer required to be kept confidential by applicable law.
8. Term and Termination,.
The initial term of this Agreement shall be for one year from the Effective Date. After expiration of
the initial term, Customer's Services included in this Agreement shall automatically renew for
successive one-year periods (the initial term and each renewal term, a "Term") unless either party
provides written notice of non -renewal at least 60 days prior to commencement of the applicable
renewal term. The costs for Services in this agreement will increase by 3% (three percent) each year.
The parties will work in good faith to allow for each party to unwind this relationship if termination
occurs.
a. Termination by FASTER
FASTER shall have the right, upon notice to Customer, to terminate this Agreement if: (a)
Customer fails to pay FASTER any amount due hereunder and such failure to pay is not cured
within 30 days following FASTER's notice to Customer of such breach; (b) Customer materially
breaches any term or condition of this Agreement, provided such breach is not cured by
Customer within 30 days following FASTER's notice to Customer of such breach; or (c) Customer
(i) terminates or suspends its business activities; (ii) makes an assignment for the benefit of
creditors, or becomes subject to direct control of a trustee, receiver or similar authority; or (iii)
becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes.
b. Termination by Customer
The Customer shall have the right to terminate this Agreement at any time, for any reason,
including non -appropriation of funds, without incurring additional costs or damages, upon 30
days' written notice to FASTER. However, the Customer will be required to pay for all services
performed by FASTER prior to receipt of the written notice of termination under this paragraph.
9. General Terms.
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.
c. Indemnification. FASTER agrees to defend, indemnify, and hold harmless the Customer and its
employees and agents from any and all claims of any nature which arise from the performance
by FASTER under this Agreement and from all costs and attorney fees in connection therewith,
except for claims arising out of the negligence of the Customer and its employees and agents.
The obligations under this section shall survive the termination of this Agreement.
d. Disclaimer of Warranties; Limitation of Liability. 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. EXCEPT WITH RESPECT TO FASTER'S INDEMNITY OBLIGATIONS SET FORTH IN
SECTION 9.c, FASTER'S AGGREGATE LIABILITY TO THE CUSTOMER UNDER THIS AGREEMENT
SHALL BE LIMITED AS SET FORTH IN SECTIONS 5 AND 6.
e, Severability; Waiver
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. The parties shall negotiate in good faith a mutually
acceptable substitute provision consistent with the original intent of the parties, which is not so
affected. Failure of either party to insist upon strict compliance with the terms of this
Agreement shall not be construed as a waiver of such term. Failure of a party to comply with the
terms of this Agreement may only be waived in a writing signed by the other party.
f. 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.
g. Limitation Period
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.
h. Governing Law
This Agreement will be governed by the laws of the state of Indiana. 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. All court actions or proceedings arising from or relating to this
Agreement will be tried and litigated exclusively in the state and federal courts located in St.
Joseph County, Indiana.
i. Assignment..
Neither party may assign this Agreement without the prior written consent of the other party.
For FASTER, this assignment provision is limited to assignment of the services to be provided
under this Agreement to a subcontractor; provided, however, that FASTER agrees to notify the
Customer immediately of any assignment of this Agreement not requiring the Customer's
consent, and the Customer shall have the right to terminate this Agreement immediately upon
the receipt of such notice.
Software Escrow
The source code to all FASTER Fleet Management software is kept in a secure remote site
location. An escrow account may be established specifically for the Customer with the FASTER
Escrow Agent. A setup fee and an annual maintenance fee for this escrow account will apply.
However, FASTER, in the event that it is no longer able to support, enhance, and further market
the software listed in Schedule A; FASTER will make available FASTER source code for software
listed in Schedule A to all customers who are active and up to date on their support service
Agreement with FASTER.
k. Effect of Execution of Agreement.
The parties further agree that their execution of this General Agreement as of the Effective Date
shall also bind the parties to, and give effect to, each additional agreement attached hereto and
incorporated herein as a Schedule or Attachment to this General Agreement, namely:
Schedule A: Statement of Work, Pricing, and Payment Terms
Schedule B: Software Upgrades and Support Agreement
Schedule C: Software License Agreement
Schedule D: Hosting and Hosting Service Level Agreement (SLA)
AGREED TO:
City of South Bend, Indiana CCG Systems, Inc. DBA FASTER Asset Solutions:
Board of Public Works:
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Date: Date:
Schedule A: Statement of Work, Pricing & Payment Terms
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FASTER Asset Solutions
100% Employee -Owned
Created For:
City of South Bend, IN
Date:
November 7, 2019
Senior Software Consultant:
Steve Specht
Pricing in this proposal is valid for 60 days.
00Standard Active Assets
This price includes up to quantity listed standard active assets (which are defined as
originally valued at $5,000 or greater and active). Each additional asset will be
$85.00.
includes one instance of the FASTER Web Application with one database.
UnlimitedThis
accounts) included,
Non-Standard012a - Software Cost: ActiveAssets:
non-standardThis price includes up to the quantity listed
. �..
valueddefined as originally 000 00
Standard Active Asset cost is 25% of the quoted Standard Active Asset cost.
COTS
Add-ons
207nc - Dashboard Add -on:
Provides ... metrics that monitor fleet industry performance measures.
The dashboards have powerful configuration capability to enable effective display of
$10,00
data. They are also drillable in that you can click and drill into the data presented
by the dashboard. And the Dashboards are role -based so that you can empower
users based oroles.
208 - Barcoding Software
1 Barcoding Software allows for Label Scanning and Printing. (Hardware is not $6,000
included.)
300 - Single Vendor Fuel Import:
The Fuel Import (FI) is a COTS add -on. It is a robust yet inexpensive way to import
data from a Fuel System Vendor (FSV). It requires significant configuration and
testing by FASTER. Below are important items the customer will need to provide for
FASTER to configure, test and deploy:
1. FSV Fuel File Layout Definition - This is the layout for the export file you plan on
receiving regularly from your FSV. It defines your fuel export file's columns,
positions and/or delimiters (if used).
1 2. Fuel System Export Files - Live production export files from the fuel system, $5 000
including the complete disbursement transaction data. A minimum of 100 '
transactions will be needed for proper testing. The export files generated from your
fuel system must be flat files, not reports, and not generated in Microsoft Excel. It
is important you ensure your FSV does not change this export file as any changes
may require additional configuration and testing.
3. Completed FI-Customer Configuration Form -This is a detailed form that assists
you in providing all the information required for the FI to be configured and tested
properly.
(This FI does not import Site & Dispenser information. You can add the importing of
Site & Dispenser data to the FI for an additional ($2,575) cost.)
303: Single Vendor Fuel Import Site and Dispenser Supplemental
1 This is an optional add -on to the COTS Fuel Import (FI) to enable you to track the $2 575
fuel site and/or dispenser from which your fuel came from. '
• Allows configuration to track Inventory Items so fuel imports deplete quantity
from inventory.
Go -Live Work
333e - Integration: Export:
Faster Fleet Management Response Sheet Requirement 27: Ability to integrate
with Dynamics 365 general ledger (D365 for Finance and Operations)
1 This would be the mechanism by which City divisions are charged for work $6,000
done on vehicles; ideal if a journal entries could be made.
This is an estimate for a one-way export. The actual cost of export can be
determined once specifications are identified.
333e - Integration: Export:
As confirmed in email from City of South Bend: Payables Export via Excel to
1 DFO (D365 for Finance and Operations) $6,000
This is an estimate for a one-way export. The actual cost of the export can be
determined once specifications are identified.
333i - Integration: Import:
As identified in email from City of South Bend: Vendors Import from DFO
1 (D365 for Finance and Operations) $10,000
This is an estimate for a one-way import. The actual cost of the import can be
determined once specifications are identified.
330 - Report Customization:
1 As identified in email from the City of South Bend: Purchase Order custom $3,000
report
Report Customization estimate for site based on scope provided.
Data Services
400a - Level 1 Data Conversion and Testing:
Equipment Birth Certificates, Parts Birth Certificates, Vendor Birth Certificates,
Employees/Users Records. This product utilizes a utility and series of packages to
1 convert your data to a FASTER Web database. As part of conversion, FASTER will $6,000
perform two types of testing: 1. Functional stability testing to ensure that there are
no data conflicts with the FASTER Web table structure; 2. Data Validation testing to
test that data was converted properly.
401a - Extraction to SQL Staging Database:
FASTER will provide an MSSQL staging database into which the Customer's team
will map and populate the data you extract from the former database. (After the
Customer completes mapping and populating the data in the staging database,
FASTER will execute the conversion level the Customer choses which is noted below
to transform the data and create a FASTER Web structured database. FASTER will
then perform data validation testing.)
1 OR $6,000
402 - Extraction to Excel Data Mapping Sheets;
If you do not have staff familiar with MSSQL, FASTER can provide a pre -designed
data mapping product using Excel spread sheets. This Excel -based data mapping
product can be used by your less experienced staff to populate all your data. It
requires basic knowledge of Excel and solid knowledge of your fleet data. (After this
work product is complete, FASTER will execute the conversion level you chose
noted below to create your FASTER Web database and perform data validation
testing.)
403a - Data Extraction Assistance:
1i If you need assistance extracting, mapping or populating the data, FASTER can TBD
work with the Customer's Team to extract, map and populate the data from the
current database to the MSSQL staging database. Should you opt for this
assistance, FASTER will charge a rate of $150/hour.
1
405 — Data Cleanup:
If the data in the current system is in need of correction prior to the extraction, the
customer will be responsible for data correction that takes place in the legacy
system. (However, as part of the implementation process, FASTER Fleet
Consultants will provide advice and guidance related to data correction.) For
customers who maintain reliable data, there should be no need for data correction.
However, if past practices or flawed conversions permitted incorrect data to be
entered in the current system, it is advisable that the customer correct this prior to
the extraction process beginning.
n/a
Implementation
Services & Training
500 — Project Management:
1
$15,000
Project Management (under 2,000 Standard Active Assets)
511a — System Overview Meetings (SOM):
1
System overview meetings take place via live, remote web -based sessions. They
$3,300
consist of two, 4-hour meetings that will occur on the same day or two consecutive
days where the customer will ensure key users are able to participate.
511b - Configuration Training
1
This takes place via live, remote, web -based sessions. It consists of two 4-hour
$3,300
sessions that can occur on the same day or two consecutive days. (If you bill by
account -code, there will be a third session that will also take 4-hours.)
512 — System Training/Go-Live:
This training includes the below training agenda.
1
See Below
Because training is hands-on, the maximum class size is 20 attendees and includes
a single training location. Additional training sessions and trainers can be added at
an additional cost any time up to 4-weeks prior to your go -live.
512a — Go -Live Week System Training - Asset Module (4 Hrs):
1
$2,200
Should include FASTER System Admin and Asset Managers.
512b — Go -Live Week System Training - Maintenance Module (4 Hrs):
1
Should include FASTER System Admin, Maintenance Supervisor, Service Writers
$2,200
and/or Technician who will create work orders.
512c — Go -Live Week System Training - Inventory Module (4 Hrs):
1
$2,200
Should include FASTER System Admin, Parts Staff and Parts Managers.
512d — Go -Live Week System Training - Fuel Module (1 Hr):
Should include FASTER System Admin and Fuel Clerk.
512e — Go -Live Week System Training - Vendors & Accounting Modules (1.5 Hrs):
Should include FASTER System Admin, Accounting Staff and Parts Managers.
512f — Go -Live Week System Training - Technician Workstation (2.5 Hrs):
Should include FASTER System Admin and Technicians.
512g — Go -Live Week System Training - Additional Trainers (TBD):
The above training costs provide for one trainer the week of go live. One trainer can
provide one session of each of the above hands-on, user training sessions with the
exception of the Technician Workstation. (Two Technician Workstation sessions can
be accommodated by a single trainer.) If you determine your training needs require
additional training sessions due to shift work or other needs, an additional FASTER
trainer can participate during the week of go live for an added cost.
Therefore, it will be important for you to determine the total number of training
sessions and trainers you will need in order to then calculate your total training
cost. Each of the above training sessions are role -based. So it should be easy to
determine how many staff you have for each role. Typically the largest training
sessions are the Technician Workstation and Maintenance Module. Please remember
that you may want your Technicians to attend more than the Technician
Workstation training module.
To calculate your additional training costs:
-- The cost (including room, board and travel) of the 1st trainer is included in the
above costs.
-- Travel, room and board will be a flat cost of $1,000 for each additional trainer.
-- To calculate session costs, multiply the number of additional training sessions
you need of each of the above session options by the cost of the training module as
listed above (module session cost times how many instances of that module session
you require).
-- The above flat fee for travel, room and board of each additional trainer as well as
the fees for the above training assume that training sessions will be held
consecutively so as to minimize the number of days a trainer would need to be at
your location. It also assumes there is no weekend stayover. If training will begin
one week and extend into the next week, an additional $1,000 per trainer would
apply for travel, room and board ($1,000 flat fee per trainer times the number of
business weeks soanned).
$550
$825
$1,375
TBD
904EY - End -of -Year Slotting Discount:
We offer this End -of -year slotting discount to a limited number of customers who
have flexibility to permit us to start their implementation and receive the software
prior to year-end and then complete the implementation in the following year.
Therefore, this discount shall apply if you agree to: This project must kickoff and-$7,000
get to the point where the system overview meetings take place by December 10.
The key is that this discount requires that we finalize the purchase, start the project
and deploy the hosted environment so you have access to the software so the
system overview meetings can take place by December 10, 2019.
Software & Services Total
NOTE: The below costs associated with hosting are optional. Should you opt to
NOT have FASTER host, you can omit the associated hosting costs in the below
green highlighted line -items.
1 620 - One -Time Hosting Setup $1,000
Software & Services Total if Hosting is Purchased
801 - Upgrades & Support:
Annual support includes phone support, as well as upgrades for your FASTER Web
1 software. Annual software maintenance is purchased or renewed every 12 months. $27,340
Support services apply to FASTER Web COTS System, Add-ons and Customizations.
After the initial renewal year, support costs will increase at 3% annually. (There is no
Upgrade & Support cost until one year from contract.)
Upgrades & Support Subtotal f $27,340
This will include one FASTER Web instance with a single Database.
Back Ups: 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, off -site location
Terms & Conditions: Hosting shall have a term of one year, and the term shall
commence upon installation of FASTER Web Software. After twelve months from
commencement, these hosting services will automatically renew in one-year
increments unless cancelled, provided a written notice of cancellation is received sixty
(60) days in advance of anniversary date of commencement.
1 $25,000
The below fee for Upgrades, Support & Hosting will be due upon purchase of FASTER
Web Software. (Note the separate line -item -cost for hosting is provided below to show
the actual cost for hosting services. Hosting is invoiced on an annual basis in a
combined invoice that includes Upgrade, Support & Hosting costs.)
There will be a 3% annual increase for Upgrades, Support & Hosting at each 1-year
anniversary.
(If the Customer has less expensive cloud hosting available, the Customer has the
freedom to host FASTER Web at any third -party host they may choose. Should the
Customer choose to host with a provider other than FASTER, this charge will not
apply.)
Hosting Subtotal $25,000
Upgrades & Support and Hosting Total
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.
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:
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:
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.
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
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:
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.
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.
If the issue cannot be resolved in one phone call, the Support Team Member who took
the call will diligently strive for timely resolution. If the Support Team Member cannot
timely resolve this issue, he/she will engage with his/her supervisor to assign the case to
the appropriate staff member for either resolution or escalation of the case to the
Development Team.
Term:
For a new customers: The term is dictated by the Statement of Work & Pricing Document.
For customers migrating to FASTER Web: The term and cost is dictated by the Statement of Work &
Pricing Document.
For customers renewing annual Software Upgrades & Support for their current FASTER product:
The term of this Agreement shall be for one year from the day after the expiration of the previous
year's Software Upgrades & Support Agreement. The renewal will include a 3% (three percent) cost
increase from the previous year's Software Upgrades & Support Agreement.
A lapse in Software Upgrades & Support is defined as non-payment for 60-days after the expiration
of the previous year's annual Software Upgrades & Support Agreement. Should the Customer lapse
in its continuity 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.
13. Capitalized Terms. Capitalized terms used in this schedule shall have the meanings set forth in
the General Agreement unless otherwise stated herein.
14. Execution of Agreement. Upon the parties' execution of the General Agreement, this schedule
shall be effective as of the Effective Date described therein.
Schedule C: Software License Agreement
1. Per etua) I.cer�se:
FASTER grants to Customer a perpetual, non-exclusive, non -transferable license to use the FASTER
software specified in Schedule A in accordance with the terms of this Agreement.
2. Environment:
Customer understands that it may use FASTER's proprietary software in a single environment. In this
Agreement an "environment" is defined as a single installation (instance) of the FASTER application
and one FASTER database. FASTER publishes specifications for each release of the product.
Therefore, the first use of a version of FASTER and each subsequent upgrade to a newer version
requires that Customer's environment comply with the minimum published specifications. Failure to
meet the minimum specification puts Customer's operations at risk and may lead to FASTER being
unable to provide support until Customer's environment complies with the published specification.
SINGLE FASTER TEST/PRODUCTION ENVIRONMENT: In order to minimize costs, as well as
control quality and reduce risk, there will only be one environment through the
implementation process. This environment, upon installation and during implementation will
be the test environment on which all tasks (system overview, configuration, testing, training,
etc.) will be performed. Upon restoring a final, go -live, database, this test environment will
then be promoted to become the production environment.
TEMPORARY POST -GO -LIVE TEST ENVIRONMENT: (The following only applies if the Customer
is hosting FASTER. This does not apply if FASTER is hosting the environment.) After go -live of
the FASTER system, this Agreement permits Customer to stand up a temporary test
environment on their premises, limited to the following circumstances: (1) Testing a new
version of FASTER; (2) Testing the delivery by FASTER of any custom deliverables built by
FASTER; (3) Testing upgrades and/or patches Customer performs on Customer's server
operating system; (4) Testing database patches or upgrades; or (5) If Customer is replacing
server hardware. This test environment can be stood up 30-days prior to any of the above -
identified testing and must be turned off or deleted within 45-days after any of the above is
complete. (This does not apply if FASTER is providing hosting.)
c. OTHER TEST OR DEVELOPMENT ENVIRONMENT/S: Customer may have a separate test or
development environment for other purposes at any time (e.g., during the implementation or
after go -live) with payment of an additional license fee and an annual support fee.
3. Copies, Racku s & Catastro hic Fail -Over. Customer understands that it is able to make regular
backups of all programs and data and clone, copy or maintain a mirror image of the production
environment for catastrophic failover. This includes the use of virtual machine cloning. (Does not
apply for FASTER hosted Customers.)
4. Software Modifications. Customer may not modify the FASTER software, as specifically described in
Section 4.b of the General Agreement, including, but not limited to, reverse engineering of any
component of the FASTER system in order to perform any such modifications. Should Customer
violate this provision, all warranties associated with the FASTER system are null and void.
5. Infrin ement Indemnification for Licensed Software. FASTER hereby agrees to defend, indemnify,
and hold harmless the Customer from and against any and all liabilities, losses, damages, and
expenses (collectively, "Liabilities") to the extent such Liabilities result from any third -party claim,
suit, action, cause of action, or proceeding alleging that FASTER's software or documentation
violates, infringes upon, or misappropriates any U.S. patent issued and published on or before the
Effective Date, or any copyright or trademark of that third party in the United States.
6. Capitalized Terms. Capitalized terms used in this schedule shall have the meanings set forth in the
General Agreement unless otherwise stated herein.
Execution of Agreement. Upon the parties' execution of the General Agreement, this schedule shall
be effective as of the Effective Date described therein.
Schedule D: Hosting & Hosting Service Level Agreement (SLA)
1. Environment,
Single Environment: Customer understands that 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.
is M
An incremental backup of the database to a local drive will occur daily. And a full backup to tape will
occur weekly. The weekly full tape backup will be stored offsite.
4. Database Rights, and Access.
4.1 Data Rights: Customer maintains full, exclusive 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.
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.
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 this Hosting & Hosting Service Level Agreement.
5.2.2 For purposes of this SLA, a Service Credit will be deemed to be an amount equal 1/301h 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 3(a) 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 and Termination. Hosting shall have a term of one year, and the term shall commence
upon allocation of hardware in the datacenter, which will occur in the early stages of the
implementation. After twelve months 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.. The Customer shall have the right to terminate this SLA for non -
appropriation of funds without incurring any additional costs or fees.
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.
6. Capitalized Terms. Capitalized terms used in this SLA shall have the meanings set forth in the General
Agreement unless otherwise stated herein.
7. Execution of A reeme t. Upon the parties' execution of the General Agreement, this schedule shall
be effective as of the Effective Date described therein.
November 4, 2019
Board of Public Works
1308 County -City Building
South Bend, IN 46601
Dear Board Members,
The Central Services and Innovation &Technology Divisions requests your approval to enter into
the attached agreement for a fleet software package between the City of South Bend and CCG
Systems Inc., DBA FASTER Asset Solutions. The total cost of the agreement is $225,989 and is
budgeted in the Central Services 2019 Capital Budget.
If I can be of further assistance, please contact me at your convenience.
Sincerely,
Matthew L. Chlebowski, Chief Administration Officer
Central Services Division
MLC/dch
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date
Name
11/4/19
Matt Chlebowski
Department Central Services
BPW Date 11/12/19 Phone Extension 574-235-9316
mall
Re uired Prior to Submittal to Board
. ..........
Legal Attorney Name Clara McDaniels
Controller review is required for all Contracts $5,000.00 or more
Controller Z and greater than one year in length per the City Purchasing
Policy
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