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Item C25
C25 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE Mayor James K.Scholl,District 3 The Florida Keys Mayor Pro Tern Michelle Lincoln,District 2 Craig Cates,District 1 David Rice,District 4 Holly Merrill Raschein,District 5 Board of County Commissioners Meeting June 18, 2025 Agenda Item Number: C25 2023-4120 BULK ITEM: Yes DEPARTMENT: Fleet Management TIME APPROXIMATE: STAFF CONTACT: Daryl Greenlee AGENDA ITEM WORDING: Approval of the Restated Agreement between Monroe County and TT Faster LLC, d/b/a FASTER Asset Solutions, for Fleet Management Legacy Software procured as a sole source to facilitate the transition of existing Fleet Management Systems to a cloud-based platform; providing for an annual license fee of$51,118.54,paid once per year for five(5)years; and providing for one(I)-time professional services data conversion and training fees of$35,862.75, for a total first year expense of$86,981.29. ITEM BACKGROUND: TT Faster LLC, d/b/a FASTER Asset Solutions (hereinafter "FASTER"), is the current software provider that supports Monroe County Fleet Management Department's daily operations including, but not limited to, shop work orders, inventory management, and billing data. FASTER is moving from FASTER WIN (Windows-Based) to FASTER WEB (Enhanced Cloud-Based Solution). Support for FASTER WIN (Windows), will sunset effective August 31, 2025. As such, the County is in need of the new licenses (SaaS) associated with FASTER WEB (Enhanced Cloud-Based Solution), and professional services for the data conversion(to bring existing data into the new environment) and corresponding training. FASTER has agreed to put this new (restated) agreement in place which supersedes and replaces any prior agreements between the parties. Through effective negotiations, the Fleet Management Department was able to secure a government discounted rate for services and annual licenses, as well as a rate-lock for said annual licenses across five (5)years (same rate paid once per year for five (5)years). This will provide continuity for those years to come and yield a cost savings across time. After the first year, the payment of a flat annual rate will be invoiced and paid annually across the term of the Agreement, as further described in the Agreement. The Fleet Management Department hereby requests that the BOCC approve the contract as a sole (single) source procurement that falls within an exclusion from the competitive procurement process, consistent with the Monroe County Purchasing Policy Manual. PREVIOUS RELEVANT BOCC ACTION: 908 N/A INSURANCE REQUIRED: Yes CONTRACT/AGREEMENT CHANGES: New (Restated)Agreement GPJ 6.6.25 - Risk approval subject to revision of GL and AL policy to include BOCC as additional insured. STAFF RECOMMENDATION: Approval. DOCUMENTATION: FASTER WIN Migration Upgrade Letter 10-1 8-2024.pdf Sole Source Letter(Stand alone).pdf FASTER ASSET SOLUTIONS Monroe County Umbrella Agreement w Exhs (Partially Executed)Redacted.pdf FASTER Signatory Authorization- Digitally Certified.pdf 2025 06 Transit Tech Cyber exp 12.23.25 signed Redacted.pdf 2025 06 Transit Tech GL AL WC exp 6.1.26 signed (002)_Redacted.pdf FINANCIAL IMPACT: Fund 504 Cost Center 23501 Account SC00084 Year 1: Annual Fees $51,118.54 One-Time Fees $35,862.75 Total First Year $86,981.29 Years 2-5: $51,118.54 909 1111 u 111111111� �illillill ASSET SOLUTIONS Daryl Greenlee 1100 Simonton Street, Suite 2-216 Key West, FL 33040 October 18, 2024 Subject: Important Update:Transitioning from FASTER WIN to Our Enhanced Cloud-Based Solution, FASTER WEB. Dear Daryl I hope this message finds you well. As we continuously strive to deliver the most effective and innovative solutions, we are writing to inform you of an exciting transition concerning our legacy software product, FASTER Win. At FASTER, we have been committed to your success for over forty years, bringing you the best in innovative technology and support to help you manage your most complex fleet challenges. We are delighted to inform you of an exciting transition concerning our legacy software solution, FASTER WIN. We are announcing our sunset of support for FASTER WIN effective August 31, 2025.This decision aligns with our commitment to providing you with state-of-the-art technology and superior service and enables us to bring 100%support and development focus to supporting you on our cloud-based FASTER WEB solution. We understand this transition may bring questions, and we are fully committed to supporting you through this process. Why Are We Making This Change? 1. Enhanced Efficiency and Cost Savings: Our cloud-based platform reduces operational costs, eliminating the need for expensive hardware and maintenance, and alleviating significant burdens from your IT operations. 2. Scalability and Flexibility: FASTER WEB in the Cloud affords tremendous flexibility in the application while scaling dynamically, ensuring your operations are as agile as your ambitions. Upgrades and new features, such as our new 3rd party expense import and pre/post-trip inspection are seamlessly released as soon as they are available. 3. Advanced Security:Your organization can now benefit from robust security protocols and continuous updates, safeguarding your data against evolving cyber threats, and removing the application security burden on your IT organization. 4. Improved Business Continuity: With reliable disaster recovery and backup solutions, our cloud service provides the redundancy and resiliency you need so your operations remain seamless, always, anytime and from anywhere. 5. Enhanced Fleet Operations: FASTER WEB is a new level of fleet management, empowering your operation to improve fleet safety, lower fleet costs, and maximize vehicle uptime. Leverage our latest investments in Al, big data, and IoT to integrate new capabilities into your everyday operations, establishing a strong platform for the future of innovation in maintenance,fleet operations and asset management. 6. Global Accessibility and Collaboration: Empower your team with the ability to collaborate and access vital applications from anywhere, at any time. To facilitate a smooth transition, we are offering: 1. Personalized Migration Support: Our team of experts will guide you through every step of the migration .................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................... www.fasterasset.com 760 Lynnhaven Pkwy,Virginia Beach,VA 23452 (888) 353-5789 910 1111 u 111111111� �illillill ASSET SOLUTIONS process, with a keen focus on data migration. 2. Upgraded Incentives: On-site and direct training at reduced rates. 3. Enhanced Support: One Year of Platinum Service at no additional cost. *Webinar Invitation*:Join us on Wednesday, February 21, 2024, beginning at 3:00 PM EST for a detailed webinar discussing this transition and how you can benefit from our cloud platform. You will receive an email invitation for this webinar. Contact Us: For immediate questions or concerns, please contact our support team at support@fasterasset.com. We deeply appreciate your trust and partnership as we embark on this journey towards a more agile, secure, and innovative future.Thank you for your continued support. Warmly and with great respect, Mitch Skyer, President, FASTER Asset Solutions John Griffin Mitch.S@fasterasset.com Enterprise Sales Manager 205-515-2167 john.g@fasterasset.com .................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................... www.fasterasset.com 760 Lynnhaven Pkwy,Virginia Beach,VA 23452 (888) 353-5789 911 ASSET Z21N WWWWWW SOLUTION',$ SENT VIA EMAIL 1/8/25 To Whom It May Concern The FASTER Fleet Software System that is being utilized in Monroe County is the sole property of FASTER Asset Solutions ("FASTER,"which is a registered trade name of TT FASTER LLC). Monroe County has purchased a license to utilize our software and maintains a software&support services contract for the FASTER software. FASTER Asset Solutions is the owner of the software,maintains,develops,markets and supports the software in a sole capacity as the sole source provider.All services and functions relating to the software are offered by and can be arranged through the Virginia Beach,VA office. FASTER has made every effort to provide the best pricing possible for your organization. Sue Smith,Customer Service&Process Administrator,can answer any questions or provide further information about FASTER or TT FASTER LLC services. Please feel free to contact me. Sincerely, Sue Smith Sue Smith Senior Finance Director FASTER ffl'i'A 760 Lynnhaven Parkway, Suite #203, Virginia Beach, VA 23452 1 1.800.753.2783 912 RESTATED AGREEMENT between MONROE COUNTY,FL and TT FASTER LLC d/b/a FASTER Asset Solutions for Fleet Management Legacy Software (Sole Source) THIS AGREEMENT is made and entered into this day of , 202 , by and between the Monroe County, Florida, a political subdivision of the State of Florida, with principal offices located at 1100 Simonton Street, Key West, FL 33040 (the "County") and TT Faster LLC (d/b/a Faster Asset Solutions), a Delaware limited liability company with principal offices located at 760 Lynnhaven Parkway,Suite 203,Virginia Beach,VA 23452(the"Contractor" or"FASTER")to provide legacy software and services as more specifically described herein. Now therefore,in exchange for good and sufficient consideration, the parties hereby agree to the following terms and conditions: 1) The Contract Documents This Agreement supersedes and replaces, in all respects, all prior agreements including, but not limited to references made in past ordering documents to "Contract: CON-000395- 5." Furthermore, the parties expressly agree that any reference to GSA Contract No: 47QTCA23DO05 is intended for the sole purpose of applying the government-discounted rates, but not to incorporate terms and conditions thereby. This Agreement is the current and effectual understanding of the parties, and it incorporates by reference the following Exhibits: "Composite Exhibit A"—General Agreement,including the following schedules: Schedule A: Statement of Work; Schedule B: Software Upgrades & Support Agreement; Schedule C: Software License Agreement; Schedule D: Cloud Service Level Agreement(SLA); and Schedule E: Pricing &Payment Terms. "Exhibit B"—Solution Proposal Fleet Management Software dated June 3,2025. In the event of a conflict between the aforementioned documents, any duly executed amendment to this Agreement(in sequential order)will control, then this Agreement, and then followed by"Exhibit B," and then followed by"Composite Exhibit A,"in that order. 2) The Work/Services The Contractor must perform all work for the County required by this Agreement, and as set forth below: a) Contractor will furnish all software, labor, materials, and equipment necessary as indicated in "Composite Exhibit A" and "Exhibit B," both attached hereto and incorporated herein. b) Contractor must comply with any and all Federal, State, and local laws and regulations now in effect,or hereinafter enacted during the term of this Agreement, which are applicable to the Contractor,its employees, agents or subcontractors,if any, with respect to the work and services described herein. Contractor shall maintain throughout the term of this Agreement appropriate licenses,as applicable and necessary for the services provided. c) Consistent with the limitations set forth in paragraph 5, herein, the County may administratively order changes(add or remove)to the approved number of licenses provided by Contractor. This may be accomplished by means of a written order, Page 1 of 14 913 proposal,or purchase document in which Contractor agrees to provide and County agrees to purchase more (or less)licenses as described within"Exhibit B,"so long as such written document does not add or change the terms and conditions provided in this Agreement. An administratively approved add-on (expense added amendment) must be executed by the County Administrator, or designee, and attached as an exhibit or addendum to the "Exhibit B" to this Agreement. If the County should elect to suspend, discontinue, support and/or maintenance services for any or all of the licenses, the County may do so upon thirty (30) days' prior notice,with the applicable fees prorated for the applicable term. 3) Contract Amount&Payment Contractor will perform contract requirements with pricing pursuant to "Exhibit B;" and more specifically during the first year of the Agreement the amount due,including annual license fees, setup/hosting, support and maintenance, Saas Interface & Add-on,plus the one (I)-time fees for professional services related to data conversion and training fees, equals $86,981.29. The schedule of partial payments for the first year of the Agreement is more specifically described in "Exhibit B," along with any pro-rated refund owed to the County for portions of none-use of prepaid existing licenses.After the first year,the County will pay an annual flat rate license fee of$51,118.54 for each year remaining in the term of this Agreement. Licensing fees will be processed administratively on an annual basis according to the term specified in the invoice (roughly Sept. 1 to Aug. 31, each year). The County is exempt from payment of Florida State Sales and Use taxes. Additionally, the Contractor must submit invoices that are acceptable to the Monroe County Clerk and Comptroller (County Clerk). Acceptability to the County Clerk is based upon generally accepted accounting principles and such laws, rules and regulations as may govern the disbursal of funds by the County Clerk. 4) Agreement Subject to Funding The County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Board of County Commissioners. In the event that the County funds on which this Agreement is dependent are withdrawn,this Agreement is terminated, and the County has no further obligation under the terms of this Agreement to the Contractor beyond that already incurred by the termination date. 5) Contract Term The contract commences on the date first written above,and will expire five(5)years from that date, unless extended in writing by mutual agreement of the parties consistent herewith. The annual licensing as contemplated herein will commence upon completion of the data migration and the County's implementation of the new Cloud-based platform. As such the term of the annual licensing/subscription may extend beyond the term of this Agreement. A renewal of this Agreement, beyond the five (5) year initial term, may be exercised for one (1) year periods by the County Administrator exercising her administrative approval authority vested pursuant to the Monroe County Purchasing Policy Manual, so long as any renewal(s) is made expressly subject to the same terms and conditions as provided herein. Notwithstanding any provision to the contrary, there shall be no automatic renewals permitted hereunder. This contract, and any renewal thereof, must not exceed the total value of $100,000 without the prior written approval of the Monroe County Board of County Commissioners. As used herein, the total value of the contract is calculated by adding the value of any expense-added amendment and/or renewal term after the Board of County Commissioners' most recent approval. 6) Independent Contractor This Agreement does not create an employee/employer relationship between the Parties. Page 2 of 14 914 It is the intent of the Parties that the Contractor is an independent contractor under this Agreement and not the County's employee for any purposes,including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Worker's Compensation Act, and the State Unemployment Insurance law. 7) Assignment and Subcontracting Contractor must not transfer or assign the performance required by this Agreement without the prior written consent of the Monroe County Board of County Commissioners. This Agreement, or any portion thereof, must not be subcontracted without the prior written consent of the County nor may the Contractor assign any monies due or to become due to him or her,without the previous written consent. 8) Termination In the event that the Contractor is found to be negligent in any aspect of service,the County shall have the right to terminate this Agreement after seven (7) days' written notification to the Contractor. a) Termination for Cause and Remedies: In the event of breach of any contract terms, the County retains the right to terminate this Agreement. The County may also terminate this Agreement for cause with Contractor should Contractor fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination,prior to termination, the County shall provide Contractor with seven (7) calendar days' written notice and provide the Contractor with an opportunity to cure the breach that has occurred. If the breach is not cured,the Agreement will be terminated for cause. If the County terminates this Agreement with the Contractor, County shall pay Contractor the sum due the Contractor under this Agreement prior to termination, unless the cost of completion to the County exceeds the funds remaining in the contract; however, the County reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to Contractor shall not in any event exceed the spending cap in this Agreement. In addition, the County reserves all rights available to recuperate monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the County's False Claims Ordinance,located at Section 2-721 et al.of the Monroe County Code. b) Termination for Convenience: The County may terminate this Agreement for convenience, at any time,upon ninety(90) days' written notice to Contractor. If the County terminates this Agreement with the Contractor, County shall pay Contractor the sum due as of the appointed termination date, unless the cost of completion of the remaining work under the Agreement exceeds the funds remaining in the contract. The maximum amount due to Contractor shall not exceed the spending cap in this Agreement. 9) Remedies The County reserves the right to recover any ascertainable actual damages incurred as a result of the failure of the Contractor to perform in accordance with the requirements of this Agreement, or for losses sustained by the County resultant from the Contractor's failure to perform in accordance with the requirements of this Agreement. 10) Data Management; Data Security Standards.Contractor must agree to comply with the County's written demands regarding cooperation (and any applicable financial Page 3 of 14 915 responsibilities) for timely data breach incident reporting, response activities/fact- gathering, public and other governmental agency notification requirements, severity level assessment, and after-action reporting, consistent with Sections 282.3185(5) & (6), and 501.171, Fla. Stats., as amended from time to time. To ensure safety of personal data, Contractor must comply with the 2016 European Union's General Data Privacy Regulation (GDPR) that became effective in the European Union on May 25, 2018, and any more recently revised version thereof.For any system integration between the County's network systems and that of the Contractor, the Contractor hereby agrees to comply with ISO/IEC 27001 for its internal system, at a minimum, and any unique integration requirements of the County's network and information technology systems. 11) Insurance Requirements Contractor shall obtain and maintain at its own expense the insurance coverages listed within this paragraph prior to commencing service under this Agreement. All insurance requirements provided for in this Agreement shall be subject to annual review.Depending on the extent of contractual obligations incurred by the Contractor, the below insurances will be required. Insurances can be altered via written waiver by County's Risk Manager, if required.The Contractor must keep in full force and effect the insurance described during the term of this Agreement. If the insurance policies originally purchased that meet the requirements are canceled, terminated, or reduced in coverage, then the Contractor must immediately substitute complying policies so that no gap in coverage occurs. Copies of current policy certificates shall be filed with the Monroe County Risk Department whenever acquired, amended, and annually during the term of this Agreement. Prior to execution of this Agreement, Contractor shall furnish the County Certificates of Insurance indicating the minimum coverage limitations in the following amounts: a) WORKERS COMPENSATION AND EMPLOYER'S LIABILTIY INSURANCE. Where applicable, coverage to apply for all employees at the minimum statutory limits as required by Florida Law, and Employee's Liability coverage in the amount of $100,000.00 bodily injury by accident, $500,000.00 bodily injury by disease,policy limits, and $100,000.00 bodily injury by disease, each employee. b) COMPREHENSIVE AUTOMOBILE VEHICLE LIABILITY INSURANCE. Motor vehicle liability insurance, including applicable no-fault coverage, with limits of liability of not less than $300,000.00 per occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability. If single limits are provided, the minimum acceptable limits are $200,000.00 per person, $300,000.00 per occurrence,and$200,000.00 property damage. Coverage shall include all owned vehicles, all non-owned vehicles, and all hired vehicles. c) COMMERCIAL GENERAL LIABILITY. Commercial general liability coverage with limits of liability of not less than $1,000,000.00 per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Such coverage must include, as a minimum: Premises Operations, Products and Completed Operations, Blanket Contractual Liability, and Personal Injury Liability. An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy,its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. d) CYBER LIABILITY. Contractor must carry Cyber Liability Insurance with limits not less than� per claim and in the aggregate, and such coverage is required for the benefit of the County throughout the term of this Agreement. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken the Contractor pursuant to this Agreement, and shall include, but not Page 4 of 14 916 be limited to,information theft,damage to or destruction of electronic information, release of private information, liability of third parties for failure to handle, manage, store, and control personal identifiable information, alteration of electronic information, extortion, network security, legal fees, judgements, settlements, forensic experts and public relations efforts. The policy shall provide coverage for regulatory fines and penalties as well as credit monitoring expenses. e) CERTIFICATES OF INSURANCE. Original Certificates of Insurance shall be provided to the County at the time of execution of this Agreement and certified copies provided if requested. Each policy certificate shall be endorsed with a provision that not less than thirty (30) calendar days' written notice shall be provided to the County before any policy or coverage is canceled or restricted.The underwriter of such insurance shall be qualified to do business in the State of Florida. If requested by the County Administrator, the insurance coverage shall be primary insurance with respect to the County, its officials, employees, agents, and volunteers. Failure of Contractor to comply with the insurance requirements of this section shall be cause for immediate termination of this Agreement. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS, 1100 SIMONTON STREET, KEY WEST, FLORIDA 33040, MUST BE NAMED AS ADDITIONAL INSURED AND CERTIFICATE HOLDER ONALL POLICIES EXCEPT WORKER'S COMPENSATION. In the event that the Contractor subcontracts any or all of the work in this contract to any third party,the Contractor specifically agrees to identify the County as an additional insured on all insurance policies required by the County. In addition, the Contractor specifically agrees that all agreements or contracts of any nature with his subcontractors shall include the County as additional insured. 12) Indemnification &Hold Harmless a) The parties agree that one percent (1%) of the total compensation paid to Contractor for the work or services under this Agreement constitutes specific consideration to Contractor for the indemnification to be provided under the Agreement. Notwithstanding any minimum insurance requirements prescribed elsewhere in this Agreement,the Contractor shall defend,indemnify, and hold the County, and the County's elected and appointed officers and employees,harmless from and against any claims, actions or causes of action, any litigation, administrative proceedings,appellate proceedings,or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and any costs or expenses that may be asserted against,initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with: (A)any activity of the Contractor or any of its employees,agents,contractors or other invitees during the term of this Agreement; (B) the negligence or recklessness, intentional wrongful misconduct, errors or other wrongful act or omission of the Contractor or any of its employees,agents,sub-contractors or other invitees; or(C) the Contractor's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation,proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the County or any of its employees, agents, contractors or invitees (other than the Contractor). Furthermore, Contractor agrees to defend, indemnify and hold harmless the County, its elected and appointed officials, employees, and agents from all such claims,fees,royalties, or costs for its use of any patent,trademark, or copyrighted materials, and any suits or actions of any name that may be brought by virtue of this Agreement,against the County,its elected and appointed officials,employees, and agents for the infringement of any patents, trademarks or copyrights claimed Page 5of14 917 by any person, firm, or corporation. b) Nothing contained herein is intended, nor may it be construed, to waive County's rights and immunities under the common law or Section 768.28, Florida Statutes, as amended from time to time; nor will anything included herein be construed as consent to be sued by any third parties in any matter arising out of this Agreement. Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. 13) Discriminatory Vendor List Contractor hereby acknowledges its continuous duty to disclose to the County if the Contractor or any of its affiliates,as defined by Section 287.134(1)(a),Florida Statutes,are placed on the Discriminatory Vendor List. Pursuant to Section 287.134(2)(a),Florida Statutes: "An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity;may not submit a bid,proposal,or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity." 14) County Suspended Vendor List The eligibility of persons to bid for an award of County contract(s),or enter into a contract, may be suspended pursuant to sec. 2-347(l) of the Monroe County Code of Ordinances.In the event an eligible person is suspended by the County after the contract is awarded, or a suspended person is employed to perform work (e.g. subcontractor in a bid or contract) pursuant to a County contract, same shall constitute a material breach of the contract. The County, in its sole discretion, may terminate the contract with no further liability to the contractor beyond payment of the portion of the contract price that may be due for work satisfactorily completed up to the date of termination, and hereby reserves all other rights and remedies available at law or in equity. 15) Prohibition on Conflict of Interest, Gratuities,Kickbacks, and Collusion The statements contained in this paragraph are true and correct, and made with the full knowledge that Monroe County relies upon the truth of the statements contained herein in awarding the contract. a) Conflict of Interest.Contractor covenants that it presently has no interest and will not acquire any interest that would conflict in any manner or degree with the performance of services required. Each party hereto covenants that there is no conflict of interest or any other prohibited relationship between the County and itself. b) Gratuities. Contractor hereby certifies that it has not offered, given, or agreed to give any Monroe County employee a gratuity, favor, or anything of monetary value in connection with any decision, approval, disapproval,recommendation,preparation of any part of this contract. c) Kickbacks. Contractor certifies that it has not given payment, gratuity, or offer of employment to be made by or on behalf of a Sub-contractor under a contract to Contractor or higher tier sub-contractor or any person associated therewith, as an inducement of the award of a subcontract or order. d) Non-Collusion Statement. By signing this Agreement, Contractor certifies under penalty of perjury that the price proposed by Contractor was arrived at independently without collusion, consultation, or communication for the purpose of restricting competition;and no attempt has been made to induce another person or entity to submit Page 6 of 14 918 a proposal,or not submit, for(lie purpose of restricting competition in the award of this contract. e) Contract Clause. The prohibitions on conflict of interest, gratuities, kickbacks, and collusion prescribed in this paragraph must be conspicuously set forth in every contract and subcontract and solicitation initiated by Contractor in its performance of this Agreement. 16) Ethics Clause pursuant to Monroe County Ordinance No. 010-1990 By signing this Agreement, the Contractor warrants that he/she/it has not employed, retained or otherwise had act oil Ins/her/its belialf any former County officer or employee in violation of Section 2-149, Monroe County Code of Ordinances, or any County officer or employee in violation of Section 2-150, Monroe County Code of Ordinances. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement Or purchase price, or otherwise recover, the full amount ofany fee, commission, percentage, gift,or consideration paid to the former County officer or employee pursuant to Subsection 2-152(b),Monroe County Code of Ordinances. 17) Prompt Disclosure of Litigation, Investigations, Arbitration, or Administrative Proceedings Throughout the term of this Agreement,the Contractor has a continuing duty to promptly disclose to the County, in writing, upon occurrence, all civil or cru-ninal litigation, investigations, arbitration, or administrative proceedings relating to or affecting Contractor's ability to perform nuclei-this Agreement. If the existence of such Causes the, C'10Lmty concern that the Contractor's ability or willingness to perforin the Agreement is -Jeopardized, the Contractor may be required to provide the County with reasonable assurances to demonstrate its ability to perform as required hereunder, and that its employees/agents have not or will not engage in conduct similar in nature to the conduct alleged in such proceeding. 18) Notice All written correspondence to the County shall be dated and signed by all authorized representative of the Contractor. Any written notices or correspondence required or contemplated Linder this Agreement shall be sent by U.S. Mail, certified, return receipt requested,postage pre-paid,or by courier with proof ofdelivery.Notice is deemed received by Contractor when hand delivered by national courier with proof of delivery or by U.S, Mail upon verified receipt or upon the date of'refusal or non-acceptance of delivery. Notice shall be sent to the following persons: FOR COUNTY: FOR CONTRACTOR: ..................................... ..................................................... County Administrator IT Faster LAC,ATTN:Accounting Monroe County 76_04,nnb.Avtri Pk!, ,.Suite#203 1100 Simonton. Street, Room 2-205 Vir inia Beach,VA 23452 Key West, FL 33040 Email: accounting .,faasterasset.com And (with copy to) Monroe County Attorney's Office I I I I 12th Street, Suite 408 Key West, FL 33040 19) Choice of Law and Venue The parties hereby agree that the only laws that apply to this Agreement are those of the State of lorida and United States of America. The parties waive the privilege of venue and agree that all litigation between them in the state courts will take place exclusively in the Sixteenth Judicial Circuit in and for Monroe County, Florida, and that all litigation Page 7 of 14 919 between them in the federal courts will take place exclusively in the United States District Court in and for the Southern District of Florida,or United States Bankruptcy Court for the Southern District of Florida, whenever applicable. This Agreement shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the Circuit Court of Monroe County, Florida. 20) Attorney's Fees and Costs County and Contractor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs,investigative, and out-of-pocket expenses, as an award against the non-prevailing party, at all levels of the court system, including in appellate proceedings. 21) Trade Secrets Documents submitted by Contractor which constitute trade secrets as defined in Sections 812.081 and 688.002,Florida Statutes,as amended from time to time,and which are clearly marked or stamped as confidential by the Contractor at the time of submission to the County,will not be subject to public access.However,should a requestor of public records challenge Contractor's interpretation of the term "trade secrets" within five (5) calendar days of such challenge, Contractor must provide a separate written affidavit that includes an indemnification and release guarantee,as approved by the County Attorney or designee, to the County to support its claim that the alleged trade secrets or proprietary confidential business information actually constitutes same as defined by law. Contractor must demonstrate the need for confidentiality of the documentation by showing a business advantage or an opportunity to obtain an advantage if the documentation was released. Otherwise, Contractor is required to timely seek a protective order in the Circuit Court of the Sixteenth Judicial Circuit in and for Monroe County to prevent the County's release of the requested records. 22) Public Records County is a public agency subject to Chapter 119, Florida Statutes, as amended from time to time. To the extent Contractor is a Contractor acting on behalf of the County pursuant to Section 119.0701, Florida Statutes, as amended from time to time, Contractor must comply with all public records laws in accordance with Chapter 119, Florida Statutes. In accordance with state law, Contractor agrees to: a) Keep and maintain all records that ordinarily and necessarily would be required by the County in order to perform the services. b) Upon request from the County's custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copies within a reasonable time at a cost that does not exceed the costs provided in Chapter 119, Florida Statutes, or as otherwise provided by law. C) Ensure that public records that are exempt,or confidential and exempt,from public records disclosure are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Contractor does not transfer the records to the County. d) Upon completion of the services within this Agreement, at no cost, either transfer to the County all public records in possession of the Contractor or keep and maintain public records required by the County to perform the services. If the Contractor transfers all public records to the County upon completion of the services,the Contractor must destroy any duplicate public records that are exempt, Page 8 of 14 920 or confidential and exempt, from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the services, the Contractor must meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of public records,in a format that is compatible with the information technology systems of the County. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE COUNTY'S CUSTODIAN OF PUBLIC RECORDS AT: MONROE COUNTY ATTORNEY'S OFFICE, III 12TH STREET, SUITE 408,KEY WEST, FL 33040, EMAIL: P1; LI RECORD�( )MON COI ry ;L �� V, OR PHONE: 305-292-3470. If Contractor does not comply with this section, the County will enforce the Agreement provisions in accordance herewith and may unilaterally cancel this Agreement in accordance with state law. 23) Audit Rights The Contractor must maintain accurate books,records,documents and other evidence that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Agreement, in accordance with generally accepted accounting principles. County reserves the right to audit the records of the Contractor for the commodities and/or services provided under the contract at any time during the performance and term of the contract and for a period of five (5) after conclusion of this Agreement. Such records must be retained by Contractor for a minimum of five (5)years following the close of the Agreement, or the period required for this particular type of service by the General Records Schedules maintained by the Department of State, whichever is longer. The Contractor must allow the County or such other auditing agency to have access to and inspect the complete records of the Contractor in relation to this Agreement at any and all times during normal business hours for the purposes of conducting audits or examinations or making excerpts or transcriptions. Such requirements will survive the termination of this Agreement. 24) Third Party Beneficiaries Neither Contractor nor County intends to directly or substantially benefit a third party by this Agreement. Therefore, the Parties acknowledge that there are no third-party beneficiaries to this Agreement and that no third party is or will be entitled to assert a right or claim against either of them based upon this Agreement. 25) Uncontrollable Circumstances ("Force Majeure") As used herein,"Force Majeure"means the occurrence of any event that prevents or delays the performance by either party of its obligations hereunder which are beyond the reasonable control of the non-performing party. Examples of"Force Majeure"include,but are not limited to, acts of God, natural disasters, or emergency governmental action. To invoke this paragraph, immediate written notice, consistent with the "Notice"provisions of this Agreement,must be sent by the non-performing party describing the circumstances constituting force maj eure and proof that the non-performance or delay of performance is a direct and reasonable result of such event(s). Any claim for extension of time by Contractor pursuant to this paragraph will be made not more than Seventy-two (72) hours Page 9 of 14 921 after the commencement of the delay. Otherwise,it shall be waived. The Contractor shall immediately report the termination of the cause for the delay within seventy-two(72)hours after such termination. The County reserves its right to challenge the invocation by the Contractor within five(5)calendar days of receipt of said notice,in such case uninterrupted performance in required. However, in the event the invocation is accepted by the County, the Contractor must take all reasonable measures to mitigate any and all resulting damages, costs, delays, or disruptions to the Contractor's performance requirements under this Agreement. All obligations must resume when the circumstances of such event(s) have subsided, or other arrangements are made pursuant to a written amendment to this Agreement. 26) Public Entity Crimes Statement Pursuant to Section 287.133(2)(a), Florida Statutes, as amended from time to time, Contractor hereby certifies that neither it nor its affiliate(s) have been placed on the convicted vendor list following a conviction for a public entity crime.If placed on that list, Contractor agrees: to immediately notify the County and is prohibited from providing any goods or services to a public entity; it may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; it may not submit bids on leases of real property to a public entity; it may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and, it may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for Category TWO ($35,000), as may be amended, for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. 27) Foreign Gifts and Contracts The Contractor must comply with any applicable disclosure requirements in Section 286.101,Florida Statutes.Pursuant to Section 286.101(7)(b),Florida Statutes: "In addition to any fine assessed under [§ 286.101(7)(a), Florida Statutes], a final order determining a third or subsequent violation by an entity other than a state agency or political subdivision must automatically disqualify the entity from eligibility for any grant or contract funded by a state agency or any political subdivision until such ineligibility is lifted by the Administration Commission [Governor and Cabinet per §14.202, Florida Statutes] for good cause." 28) Scrutinized Companies and Countries of Concern per Sections 287.135, 215.473, & 287.138,Florida Statutes Contractor hereby certifies that it: a) has not been placed on the Scrutinized Companies that Boycott Israel List,nor is engaged in a boycott of Israel;b)has not been placed on the Scrutinized Companies with Activities in Sudan List nor the Scrutinized Companies with Activities in the Iran Terrorism Sectors List (formerly the Iran Petroleum Energy Sector List); and c) has not been engaged in business operations in Cuba or Syria. If County determines that Contractor has falsely certified facts under this paragraph, or if Contractor is found to have been placed on a list created pursuant to Section 215.473,Florida Statutes, as amended, or is engaged in a boycott of Israel after the execution of this Agreement, County will have all rights and remedies to terminate this Agreement consistent with Section 287.135, Florida Statutes, as amended. The County reserves all rights to waive certain requirements of this paragraph on a case-by-case exception basis pursuant to Section 287.135, Florida Statutes, as amended. Beginning January 1, 2024, the County must not enter into a contract that grants access to an individual's personal identifying information to any Foreign Country of Concern such as: People's Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People's Republic of Korea, the Republic of Cuba, the Venezuelan regime of Nicolas Maduro, or the Syrian Page 10 of 14 922 Arab Republic, unless the Contractor provides the County with all affidavit signed by an authorized representative of the Contractor, Linder penalty of perjury, attesting that the Contractor does not meet any of the criteria in subparagraplis(2)(a)-(c)of Section 287.138, Florida Statutes, as may be amended. Beginning January 1, 2025, the County must not extend or renew any contract that grants access to an individual's personal identifying information unless the Contractor provides the County with an affidavit signed by an authorized representative of the Contractor, Linder penalty of perjury, attesting that the Contractor does not meet any of the criteria in subparagraphs(2)(a)-(c)of Section 287.138, Florida Statutes, as may be amended. Violations of this Section will result in termination of this Agreement and may result in adrilinistrative sanctions and penalties by the Office ofthe Attorney General of the State of Florida. TT FASTER LLC d/b/a FASTER ASSET SOLUTIONS is not owned by the government of a Foreign Country of(..'oncern, is not organized under the laws of nor has its Principal Place of Business in a Foreign Country of Concern, and the government of Foreign Country of Concerti does not have a Controlling Interest in the entity. Under penalties of perjury, I declare that I have read the foregoing statement and that the facts stated in it are true. Printed Name: Mitchel S yer Mitchel Sly, Title: Preside4,, Signature; Date: June 6, 2025 29) Noncoercive Conduct for Labor or Services As a nongovernmental entity submitting a proposal, executing, renewing, or extending a contract with a government entity, Contractor is required to provide an affidavit under penalty of perjury attesting that Contractor does not use coercion for labor or set-vices in accordance with Section 787.06, Florida Statutes. As all authorized representative of Contractor, I certify Linder penalties of perjury that Contractor does not use coercion for labor or services as prohibited by Section 787.06. Additionally, Contractor has reviewed Section 787,06, Florida Statutes, and agrees to abide by same. 30) Nondiscrimination The Contractor and County agree that there will be no discrimination nation against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terillinates without any further action on the part of any party, effective the date of the court. order. Contractor agrees to comply with all Federal and Florida statutes,and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination in employment on the basis of race, color, religion, sex or national origin; 2) Title IX of the Education Amendment of 1972, as arnerided (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination oil the basis of sex; 3)Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of disability; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act ot'1972 (PL 92-255),as amended,relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (Pt, 91-616), as amended, relating to Page 1.1 of 14 923 nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) The Pregnant Workers Fairness Act(PWFA)pursuant to 42 U.S.C. 2000gg et seq.;and 12)Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to,or the subject matter of, this Agreement. 31) E-Verify Requirements Effective January 1, 2021, public and private employers, contractors and subcontractors must require registration with, and use of the E-verify system in order to verify the work authorization status of all newly hired employees. Contractor acknowledges and agrees to utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of- a) All persons employed by Contractor to perform employment duties within Florida during the term of the contract; and b) All persons (including subvendors/subconsultants/subcontractors) assigned by Contractor to perform work pursuant to the contract with the County. The Contractor acknowledges and agrees that use of the U.S.Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the County. By entering into this Agreement, the Contractor becomes obligated to comply with the provisions of Section 448.095, Florida Statutes, "Employment Eligibility," as amended from time to time. This includes,but is not limited to,utilization of the E-Verify System to verify the work authorization status of all newly hired employees, and requiring all subcontractors to provide an affidavit to Contractor attesting that the subcontractor does not employ, contract with,or subcontract with, an unauthorized alien. Contractor agrees to maintain a copy of such affidavit for the duration of this Agreement. Failure to comply with this paragraph will result in the termination of this Agreement as provided in Section 448.095, Florida Statutes, as amended, and Contractor may not be awarded a public contract for at least one (1) year after the date on which the Agreement was terminated. Contractor will also be liable for any additional costs to County incurred as a result of the termination of this Agreement in accordance with this Section. Upon executing this Agreement, Contractor will provide proof of enrollment in E-verify to the County. 32) Prohibited Telecommunications Equipment Contractor represents and certifies that it and its applicable subcontractors do not and will not use any equipment,system,or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, as such terms are used in 48 CFR §§ 52.204-24 through 52.204-26. By executing this Agreement, Contractor represents and certifies that Contractor and its applicable subcontractors must not provide or use such covered telecommunications equipment, system, or services for any scope of work performed for the County for the entire duration of this Agreement.If Contractor is notified of any use or provisions of such covered telecommunications equipment, system, or services by a subcontractor at any tier or by any other source, Contractor must promptly report the information in 40 CFR § 52.204-25(d)(2)to County. Page 12 of 14 924 33) Antitrust Violations; Denial or Revocation under Section 287.137, Florida Statutes Pursuant to Section 287.137, Florida Statutes, as may be amended, a person or an affiliate who has been placed on the antitrust violator vendor list (electronically published and updated quarterly by the State of Florida)following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply for any new contract to provide any goods or services to a public entity; may not submit a bid,proposal, or reply for a new contract with a public entity for the construction or repair of a public building or public work; may not submit a bid,proposal, or reply on new leases of real property to a public entity;may not be awarded or perform work as a contractor,supplier, subcontractor, or consultant under a new contract with a public entity; and may not transact new business with a public entity. By entering this Agreement, Contractor certifies neither it nor its affiliate(s) are on the antitrust violator vendor list at the time of entering this Agreement. False certification under this paragraph or being subsequently added to that list will result in termination of this Agreement, at the option of the County consistent with Section 287.137, Florida Statutes, as amended. 34) No Personal Liability No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member,officer, agent or employee of County in his or her individual capacity, and no member, officer, agent or employee of County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 35) Merger; Amendment This Agreement constitutes the entire Agreement between the Contractor and the County, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Contractor and authorized designees of the County. 36) Interpretation The titles and headings contained in this Agreement are for reference purposes only and will not in any way affect the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement include the other gender, and the singular includes the plural, and vice versa,unless the context otherwise requires. Terms such as "herein"refer to this Agreement as a whole and not to any particular sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a section or article of this Agreement, such reference is to the section or article as a whole, including all subsections thereof,unless the reference is made to a particular subsection or subparagraph of such section or article. Any reference to "days" means calendar days, unless otherwise expressly stated. 37) Joint Preparation It is acknowledged that each party to this Agreement had the opportunity to be represented by counsel in the preparation of this Agreement and accordingly the rule that a contract will be interpreted strictly against the party preparing same does not apply herein due to the joint contributions of both parties. 38) Severability; Waiver of Provisions Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction.The non-enforcement of any provision by either party will not constitute a waiver of that provision nor will it Page 13 of 14 925 affect the enforceability of that provision or of the remainder of this Agreement. 39) Signatory Authority Upon request, the Contractor must provide the County with copies of requisite documentation evidencing that the signatory for Contractor has the authority to enter into this Agreement. 40�) Counterparts and Multiple Originals. This Agreement may be executed in multiple originals, and may be executed in counterparts, each of which is hereby deemed to be an original, but all of which, taken together,constitutes one and the same agreement. IN WITNESS WHEREOF, County and Conti-actor have executed this Agreement as of the date first written above. CONTRACTOR: TT FASTER LLC d/b/a FASTER As S U to By: Signature Mitchel Skyer, President Print Name& Title STATE OF ('t ti COUNTY OF The foregoing instrument was sworn to/affirmed and acknowledged before me by means of M physical presence or 0 online notarization,this 6th day of June , 2025 by Mitchel Skyer ___, President or President __[Title] of TT FASTER LLC d/b/a FASTER ASSET SOLUTIONS, a Delaware limited liability company. He/She is personally known to me/or has produced Geo�gja Drivers's License (type of i denti fi cation) as identification. %%"%tAN 7,, rr 4' .01rr ;OTA % ILI, EXPIRES Signature� Notary Public GEORGIA FES.6,2027 (Print& Stamp Commissioned Name of Notary ..BL...... coo 't"1111110% BOARD OF COUNTY COMMISSIONERS FOR MONROE COUNTY,FLORIDA By: Mayor Jaines K. Scholl (Sea]) Attest: Kevin Madok, Clerk As Deputy Clerk Approved as to legal form& sufficiency: Eve M. Lew i S D,q'1A,,,,1 1,1,,1 1, Date.202SG603221309-04'00 Eve M.Lewis,Assistant County Attorney Page 14 of 14 926 "COMPOSITE EXHIBIT A" GENERAL AGREEMENT TT FASTER LLC, dba FASTER Asset Solutions, hereinafter referred to as "FASTER,"and Monroe County, FL hereinafter referred to as "Customer," agree to the following terms and conditions as detailed below and in the attached Schedules A-E (collectively, the "Agreement"), which are as follow: Schedule A: Statement of Work Schedule B: Software Upgrades &Support Agreement Schedule C: Software License Agreement Schedule D: Cloud Service Level Agreement (SLA) Schedule E: Pricing & Payment Terms 1. FASTER Web and Custom Deliverables: a. This Agreement may have custom deliverables, which are distinct and separate from FASTER Web. Custom deliverables, if any, will be listed in the Pricing & Payment Terms, attached as Schedule E.There are also several add-on products to FASTER Web that may be identified in Schedule E and licensed separately. Whatever add-ons, custom deliverables and converted data are listed in Schedule E as work product will be deployed together through 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 E.The Soft Go-Live instance is tested in the FASTER datacenter and then deployed to Customer's single environment that serves as Customer's test environment during the implementation and will become the production environment upon Go-Live.This permits Customer to perform whatever tests it deems necessary in the later environment to which it will have access. Customer having one environment through the life of the implementation that will be promoted to the production environment is a critical aspect of quality control that is a distinctly important part of the FASTER Web implementation process. b. Integrations & Business Intelligence Work Approvals &Testing: All solutions, processes, and custom deliverables will be documented in the Statement of Work, which will be confirmed by both parties at the time of project kickoff. • Post project kickoff change orders will be documented in writing and signed by both parties to confirm agreement. Data Conversion Testing: If data conversion services are included in Schedule E, the following will apply: i. FASTER will perform data validation testing. ii. FASTER will ensure the accuracy of the data FASTER loads into Customer's FASTER Web database against the data provided by Customer. 927 iii. FASTER will confirm Customer's converted data meets the business rules of FASTER Web. iv. Once FASTER has completed data validation testing internally, FASTER will provide Customer a Soft Go-Live copy of the database that contains the data FASTER loaded. v. Customer may, at its discretion, perform any due diligence it deems necessary to validate this data. vi. FASTER will provide data validation test cases for Customer to use free of charge. vii. Any data defects Customer finds and reports during its Soft Go Live Data Conversion Testing that are the result of FASTER's work will be corrected by FASTER at no charge to Customer. 2. 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, is available to exempt the sale from sales or use tax liability, Customer will provide FASTER with a copy of such certificate or document. 3. 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 very valuable to FASTER, and that their use and disclosure must be controlled. The term "trade secrets" as used throughout this agreement is defined in Sections 812.081 and 688.002, Florida Statutes, as amended from time to time. Records that do not meet that definition are public records, except to the extent another exemption may apply pursuant to Florida law. 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 proprietary 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. Any act of Customer, voluntary or involuntary, purporting to create a claim, lien, or encumbrance on such an item shall be void. 928 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 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.This clause, however, will not prohibit Customer from acquiring, for its own use, software from third parties. Customer agrees that 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 (other than for internal backup purposes). 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 (whether oral, written, tangible, or intangible). Customer may copy for its own use documentation and any other materials provided by FASTER. 3. Modify or permit others to modify the system's database structure. Any such modifications will 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 Web, Customer agrees not to demonstrate or show FASTER Web to any competitors, or consultants that work with competitors, of FASTER. c. Transfer/Expansion of Rights 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 of law, or in any other manner without the prior written consent of FASTER, which shall not be unreasonably withheld. d. Equitable Relief 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 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 Customer may enter a joint venture or other cooperative enterprise.The term employee 929 means individual on whose behalf 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 software or its associated 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 its general liability insurance coverage limits or the aggregate of FASTER's total fees, whichever is greater. 7. Confidential Information "Confidential Information" means 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 reasonably would be considered confidential. 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. The obligations in this section as to Confidential Information shall continue for a period of five years following termination of this Agreement, including all renewal terms. Notwithstanding the foregoing, "confidential information" as described in this agreement is such information that is deemed "confidential and exempt" under Florida law. 8. Term and Termination The initial term of this Agreement shall be for five years from the Effective Date. After expiration of the initial term, Annual Software and Support (as outlined in Schedule B) may renew for one successive one-year period only if both parties agree in writing prior to commencement of the 930 applicable renewal term to extend under the same terms and conditions.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 reasonable 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 is in material breach 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 Customer will have the right, upon reasonable notice to FASTER,to terminate this Agreement if(a) FASTER is in material breach of this Agreement and FASTER fails to remedy such material breach within 30 days of its receipt of such notice; or (b) FASTER(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. c. Early Termination Customer recognizes that pricing consideration is given for multi-year term agreements. In the event that Customer elects to cancel the Agreement without cause prior to the completion of the initial term, Customer agrees to pay 85%of the unbilled portion of the Agreement for the remaining term. 9. 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 Customer will be of no effect unless agreed to in writing by FASTER. b. Reserved. 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. 931 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, pandemics or any other causes beyond the reasonable control of the party whose performance is affected. f. Reserved. g. Asset Count FASTER reserves the right to periodically and reasonably confirm Customer's Standard Active Asset and Non-Standard Active Asset counts. Customer will reasonably cooperate with FASTER in the asset count confirmation process. Should those counts exceed the number of active assets licensed by Customer, FASTER reserves the right to bill Customer for those excess assets at the applicable additional asset rate noted in Customer's Statement of Work(SOW), Pricing & Payment Terms. h. 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. 932 Schedule A: Statement of Work 1. SERVICES a. Orders for Services. i. FASTER will provide and make the Services available to Customer in accordance with the terms and conditions of this Agreement and any applicable written Quote signed by all parties, which becomes an Order. ii. In the event of a conflict between the terms of this Agreement and the terms of an Order, the terms of this Agreement will govern to the extent of the conflict unless the Order expressly states that it is intended to modify the conflicting terms of this Agreement, in which case the terms of the Order will govern to the extent of the conflict. b. Professional Services. i. If specified in an Order, FASTER will provide Professional Services to Customer in accordance with this Agreement and the applicable Order. 1. Data Extraction Support Services—optional add on service to support Customer with data extraction, mapping, and database population from existing database to FASTER Web MSSQL staging database. ii. FASTER will own any improvements, enhancements, configurations, or other derivative works to the Cloud Services made by FASTER in connection with the Professional Services. c. Training Services. i. FASTER shall provide training services via live, instructor led web-based internet sessions, live in person sessions, and via collateral materials for self-directed customer training. All training options shall include the instructional materials provided. ii. Training may include some or all of the following training; supervisory and administrative functions,technicians, train the trainer, operators, and other identified customer representatives. iii. All quotes for training options and/or combinations will be delivered in writing and only executed with Customer's authorized signature. Onsite training is recommended at key intervals based on customer need and/or deployment complexity. FASTER will provide quotes for onsite training as requested and/or as recommended at FASTER's then-current rates (unless specified in an Order. otherwise) plus travel expenses, which include airfare,ground transportation, parking, lodging, per diem, and administrative expenses. d. Implementation/Configuration Services. i. FASTER shall provide Customer with account setup information within fourteen (14) days of the effective date of Order. ii. To permit FASTER to perform historical data import, Customer shall provide FASTER with any requested configuration information and a copy of the Customer FASTER Win database and/or other external database as applicable. This typically is provided within twenty (20) business days of the applicable Order's effective date, or at a date mutually agreed upon within the project plan. e. Custom Work 933 i. This Agreement may have custom work product,which is distinct and separate from the FASTER Web services and software. Custom work, if any, will be listed in Schedule E, or within a subsequent order document. ii. There are also several software products that are licensed separately. Therefore, if the product is not specifically listed in Schedule E, no license rights are conveyed. 2. PROJECT MANAGEMENT. a. Project Managers. i. Each party shall, throughout the Term, maintain within its organization a project manager to serve as such party's primary point of contact for day-to-day communications, consultation, and decision-making regarding the Services. ii. Each such project manager shall be responsible for providing all day-to-day consents and approvals on behalf of such party under this Agreement. iii. Customer's project manager will assist with scheduling and coordinating training sessions and other requests Customer may have for the Services. iv. Each party shall ensure its project manager has the requisite organizational authority, skill, experience, and other qualifications to perform in such capacity. b. Delays in Performance. i. FASTER shall not be deemed in breach of its obligations under this Agreement or otherwise liable if FASTER's performance of its obligations under this Agreement is prevented or delayed by the unavailability of Customer's data,to include, but not be limited to, an existing FASTER Win database or other existing database. ii. Additionally, FASTER will not be considered in breach of its obligations due to Customer delays with respect to configuration decisions, training scheduling, assigned project task completion, differences in the descriptions of the fleet as provided by Customer, or any other act or omission of Customer, its project manager, or any other of its agents, subcontractors, consultants or employees. iii. FASTER's obligation to perform will be extended by the same number of days as Customer's contingent action is delayed plus additional coordination time that results from these delays. iv. FASTER will always work to minimize delays and partner with the Customer to address solutions if and when these situations occur. 3. FASTER Web Application a. One instance of the FASTER Web application with one database is included. b. Unlimited user access (named accounts) is included. c. FASTER Fleet Management Dashboard includes 8 Key Performance Indicator(KPI) Charts, as Module landing page charts. d. MODULES i. Assets ii. Inventory iii. Maintenance iv. Fuel v. Accounting vi. Vendors vii. Reports e. Technician Workstation f. Customer Portal 4. SELECTED (OPTIONAL) SOFTWARE COMPONENTS 934 a. Selected software add-on components as indicated in the Order. b. Selected components are not included in the standard FASTER Web Application and are priced separately for initial and ongoing recurring fees. 5. Application Programming Interface (API) (OPTIONS) a. Communication protocol that allows communication between FASTER Web and specifically identified application. Includes all required definitions and protocols to communicate with external application as identified. Includes updates to the API if required due to definition or protocol changes. i. Integrations Web Service API to retrieve, create, update, and delete API data is included with any purchased API.The Integrations Web Service returns setting values from the integration console and captures the execution history by status. ii. Health Web Service API included with any purchased API option. Confirms user authentication and communication success, and provides diagnostics information for troubleshooting communication activity. b. Maintenance Repair API i. Retrieve work order and direct charge repair information from FASTER Web c. Asset Alerts API i. Retrieving and creating alerts from telematics vendor for assets in FASTER Web once per hour. ii. Create one or more alerts for an asset or a collection of alerts for an asset in FASTER Web. d. Asset Locations Web Service API i. Create GPS location record for an Asset in FASTER Web from an external automated vehicle location/GPS vendor. ii. One or more new location records are created once per hour per asset. e. Inventory Orders and Invoices API i. Import invoices into FASTER Web based on received date ii. Import orders and line items by status and date iii. Import orders and line items by Vendor Name, Vendor Code, and Purchase Order Number iv. Create orders and order lime items (optional parameter) v. Deletes orders and order line items. f. Inventory Item Request Web Service API i. Retrieve item requests and create item request messages. ii. Item requests include Storeroom, Begin and/or End Date and Offset iii. Item Request Messages for technician include Item Request Identifier(unique), Message Subject, Message Body g. Asset Meter Readings Web Service API i. Create meter readings for each asset in FASTER Web daily per asset from external vendor data feed. h. Purchase Orders Web Service API i. Import one or more Purchase Orders that match the given Vendor Names, Vendor Codes and Purchase Order Numbers. ii. Create one or more purchase orders and budget line items for purchase orders. i. Process Billing Automation Web Service API i. Auto create date specific billing statement in FASTER Web j. Asset Birth Certificate Web Service API 935 i. Retrieves and updates Assets in FASTER Web. ii. Parameters include current Asset Status, date, VinSerial, License, Asset Number, and Organization. 6. Integrations (OPTIONS) a. Asset Alerts Import i. Import telematics alerts such as, but not limited to, Diagnostic Trouble Codes (DTC), fault codes, inspection comments from external vendors. b. Asset Locations Import i. Latitude and longitude GPS data points imported from Automated Vehicle Locator system and displayed on FASTER Web's map ii. Fixed location and ignition status at time of import to be used to track parked vehicle locations. iii. Requires vendor provided flat file that contains all required data or FASTER Web can fetch data via an APIs using SOAP-based web services or RESTful-based APIs c. Asset Meter Readings Import i. Import cumulative asset meter readings available from vendor into FASTER Web. ii. Supported meter types that may be imported include Miles, Hours, PTO, Engine Idle Hours, etc. iii. FASTER Web can fetch meter data from external vendor APIs using SOAP-based web services or RESTful-based APIs. Flat files with conforming data structure can be imported as well. d. Single Vendor Fuel Import i. Import fuel usage data by asset from a Fuel System Vendor (FSV). ii. Live production export flat files including the complete disbursement transaction data from Fuel System Vendor are required for import. e. Fuel Dispenser Integration i. Allows FASTER Web users to track the individual fuel site and/or dispenser source. ii. Allows configuration to track Inventory Items so fuel imports deplete quantity from inventory. f. VIN Decoder i. Scan or manually enter a VIN into FASTER Web Create Asset and Select Asset processes. ii. VIN decoded by the National Highway and Transportation Safety Administration (N HTSA). iii. Automatically creates Table Look Up values, such as Make, if the value provided by NHTSA is not in FASTER Web. iv. Decoded VINS trigger import of the following fields and pre-populate in FASTER Web "Create New Asset" function. 1. Vehicle Make, Vehicle Model, Year, Drivetrain, Engine v. Decoded NHTSA values not already in the system will automatically be added to the appropriate field list in Setup when saving the asset. vi. NHTSA values are checked to confirm active status in FASTER Web. 7. Modules (OPTIONS) a. Barcoding Add On i. Software to scan and print 2D or Symbiology—Code 128 barcodes b. Alert Filtering and Mapping Add On 936 i. Automatically create pending repairs or service items ii. Automatically send text or email custom notifications. iii. Assign custom descriptions to alerts from vendor provided XML file iv. Optional alert description reference mapping to SAE (Society of Automotive Engineers) codes with SAE subscription. c. Dashboard Add On i. Separate module with user definable views and settings ii. 12 additional KPI (Key Performance Indicators) Charts d. FASTER Web Inventory Import Utility(IIU) i. Interface that enables the issuance of parts and credits to FASTER Web work orders. ii. Supports import of Inventory (parts) data from parts or fluid vendor. iii. IIU is incorporated directly in FASTER Web Integrations Module iv. Configuration is done within the FASTER Web Integrations Module, results are imported directly into the module. v. Scheduling frequency of import as often as every five minutes. vi. Data is retrieved via an external vendor provided comma separated value (CSV) flat file from a designated file location or SFTP site. e. Web-Based MotorPool Module i. Software package to manage Asset Sharing, Asset Rentals and Asset Reservations for both attended and unattended motor pools ii. Unlimited user access (named accounts) iii. Workflow processes to manage customer and end user interaction, rate structures, multiple motor pool locations, and consolidated billing. f. Key Box Integration i. Required to integrate keybox hardware with FASTER MotorPool module. Includes keyfob tracking, dispatch and reservations without requiring an onsite attendant. 8. Exports (OPTIONS) a. Asset Alert Results Export i. Utility to export alerts from FASTER Web by status fixed or cleared status. ii. Fixed Alert exports include Alert Status, Alert Code, Alert Description,Asset Number,VIN/Serial, Maintenance Shop, Maintenance Shop Description,Work Order, Repair Description,Technician Name, Date/Time Completed iii. Cleared Alert exports include Alert Status (Cleared), Asset Number, VIN/Serial, Alert Code, Alert Description, Date/Time Cleared b. Asset Birth Certificate Export i. Utility to provide initial and ongoing data for new and updated assets related to: asset identification, acquire/dispose, engines, fuel types, and meters for consumption by external solutions. 9. Data Services (OPTIONS) a. Data Extraction Mapping Tools i. Option 1: Pre-designed MS Excel data mapping template ii. Option 2: MSSQL Staging Database provided for mapping and populating existing data for migration b. Level 1 Data Conversion and Testing 937 i. Data conversion from existing database to FASTER Web database. Includes Asset/Equipment Birth Certificates, Parts Birth Certificates, Vendor Birth Certificates, Employees/Users Records. ii. Data Validation testing conducted to confirm data conversion integrity. c. Level 2 Data Conversion and Testing i. Data conversion from existing database to FASTER Web database. Includes Fuel Transaction Details and Work Order Transaction Details ii. Data Validation testing conducted to confirm data conversion integrity. d. Level 3 Data Conversion and Testing i. Data conversion from existing database to FASTER Web database. Includes Inventory Orders/Receipt Transaction Detail, Chart of Accounts ii. Functional stability testing conducted to ensure no data conflicts with FASTER Web table structure. iii. Data Validation testing conducted to confirm data conversion integrity. 10. Implementation/Pre Go-Live Training Modules—training modules are continually enhanced and updated, examples of these modules are found below. a. Maintenance Management Overview b. System Configuration for FASTER Web system settings c. Training Plan and Schedule for specific system users and job functions. d. Live System Management Webinars: Assets, Inventory, Maintenance, Vendors, Reports, and Dashboards. 11. Go Live Training a. Typically delivered on site during the first week FASTER Web is deployed and fully implemented. b. Full system review followed by comprehensive sessions covering Setup of Users and Permissions; Inventory; Maintenance, Creating Work Orders; Fuel; Accounting; Vendors; Reports; and Technician Workstation. 12. Post Go-Live Training (OPTIONS) a. Users are invited to attend scheduled FASTER Q&A topic focused sessions to get questions answered, learn best practices, and sharpen their FASTER Web skills.These are available for no additional charge for 12 months after Go-Live. b. Add on programmed training packages are available at scheduled intervals (i.e., quarterly, semi-annually, and annually) after Go-Live.These packages include review and reinforcement, advanced specialty training, and new employee introductory training modules.Training packages are conducted both remotely and in person as required. c. New manager training program modules are available to introduce Customer new hire management to the FASTER Web solution and provide understanding of the tools, capabilities and reporting analytics to replacement management personnel. 938 Schedule B: Software Upgrades & Support Agreement 1. Software Upgrades &Support will consist of: (i). Upgrades to the FASTER Web software and custom deliverables listed in any Statement of Work; (ii). Correction of defects to keep the software in conformance with the applicable user documentation; and (iii). Support listed in Section 4. 2. Software Upgrades: a. Software upgrades are regularly scheduled and implemented by FASTER to all customers with current Software Upgrades &Support Agreements (i.e., it cannot have expired). Software Upgrades &Support provides the following upgrade benefits: i. Upgrades to FASTER Web: Each new version release is 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 FASTER Web. 3. 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 FASTER Web, and, if custom deliverables are included in Schedule E,the associated detailed Requirements Document. 4. FASTER Software Support Coverage and Policies Overview FASTER Support Services are set forth in this Software Upgrades & Support Agreement. During the term of this Agreement, FASTER will provide the following support services if the Licensed Software does not operate substantially in accordance with the documentation. Support will be handled via phone, email, and the internet when FASTER support personnel are not at Customer's site. The infrastructure for this plan is a request tracking system used to facilitate the process of tracking and resolving customer needs and issues. Every service request is logged into the system and is accessible by FASTER support representatives. • Full-service support hours are weekdays from 7:30 AM — 6:00 PM Eastern Time, except for holidays. • On call support personnel are available 24/7/365 to handle Urgent and High severity issues outside of standard business hours. • All support cases are entered in the FASTER tracking system, assigned a case number, and documented via email with a response and case number sent to Customer. Assllgini n4:'_in of S4:'_'IY'v(,_,4:'_' Re4:'_'qUEaSt.SQM.'_'IY'llty When Customer has opened a service request and reaches customer support, the FASTER associate will assess the severity of the request based on Customer's description of the issue. 939 Table 1 below describes the definitions used in identifying and assigning a severity level to Customer's reported issue for the FASTER Web cloud-based solution. t tic jai (1lflll II III1111(ILU}111 Vltl�l�11111 �! ll�.1111161111.1�111 • Customer's production system is down due to an issue with a FASTER product. • FASTER product is unusable resulting in total disruption of work or other critical Urgent business impact. • No workaround is available Major feature/function failure High • Operations are severely restricted • A workaround is available • Minor feature/function failure Medium • Product does not operate as designed, minor impact on usage,acceptable workaround deployed • Minor issue Low • Documentation,general information,enhancement request,etc. Response and Resolution Targets FASTER Support response and resolution targets are described below: Response: When FASTER Customer Support receives a support request, a support engineer will provide feedback to Customer that the request has been logged and assigned to the appropriate resource. The support team will work as efficiently as possible with Customer to ensure a clear understanding of the issue,and,where applicable,attempt to reproduce or identify from the system log the issue. FASTER offers the option to submit support requests in three ways: via our web portal, direct email to support@fasterasset.com, or via our phone support line. (io;�I(I(I(l���N Nnga. .., k��rIG(�(�G GN�KG.. _ruaruarN �"�Vr�d� , pra fl(a�(4S61b1><k'.Gf>tivNf INh� SCSI d Np9 GG.I(I(Vr��Goyfl(CQ 4VP°Nklrrrur fl(I Gfllflll(f°�i6 G�IS(� I,4u1(I��� i�u� Vi-t 1���;�a�i Blk ����a�i kuuVVllliu��V�lu VbIIV�,� �� V SVlii uoyl� iV �I��Vl�f�lu��„' IIll��IIllll�ll�IVG "` �ilu°�'NNN.,N���nG IIVIV KII��,, ��g� N�ri��IIIII���I+lUlll��n �� ��II// IIu IIQ IhI ., Urgent 1 Business Within 4 hours • Satisfactory workaround is provided Hour from actual . Product patch is provided response . Fix incorporated into future release • Fix or workaround incorporated into Solution Library High 4 Business Within 36 hours . Satisfactory workaround is provided Hours from actual . Product patch is provided response . Fix incorporated into future release • Fix or workaround incorporated into Solution Library 940 Medium 1 Business Day Within 5 • Answer to question is provided Business Days • Satisfactory workaround is provided • Fix or workaround incorporated into Solution Library • Fix incorporated into future release Low 1 Business Day Within 10 • Answer to question is provided through FAQ, Business Days Knowledge Base,or through trained customer subject matter experts(SME) • Fix or workaround incorporated into Solution Library Assignment of Service Request Status When a customer contacts FASTER Customer Support and requests help to resolve a question or an issue, a service request is opened. The following table describes the possible status that may be assigned to a service request. o � 6 '„ (if�GG(iGGiGiG( iku.na ��I (I � u k �M f J hW � i � � N�� ���������� JI00�,� ' �� ,� ��,�u1��n���"�I����i���ill >�1�>��l�l�lUU11J1IJ000UUUUU11J1IJUUUUUUUIJ11J11JUUUUUUU11J1IJUUUUUUUU11J1IJUUUUUUUIJ11J11JUUUUUUU11J1IJ000UUUUU11J1IJ1111. Open/In-Process A service request has just been submitted. It may be assigned to an individual or a queue. FASTER has responded to Customer regarding receipt of the service request and is actively pursuing a resolution. ..... Waiting on FASTER is not actively working on the resolution of the service request. Customer Generally,this is due to information pending from the submitter of the service request to be able to clearly understand,have the ability to reproduce or identify from the system log the issue at hand.However,service requests may be put on hold for other reasons as well. .. . .__. Active FASTER has identified the issue and is activelyworking on a resolution,but the issue requires additional activities, such as, but not limited to, development, integration, third-party discussions, and additional Customer department interaction. FASTER will regularly provide status updates and expected resolution timelines to the customer. Closed Closed status reflects that. • Customer and FASTER agree that a satisfactory resolution has been provided,or • Customer understands that there is not a solution to the issue at hand, and the issue is not a result of a product defect,or • FASTER has made multiple attempts to contact Customer that opened the log and Customer has not responded. Electronic service requests (Web, e-mail) may be closed when FASTER Professional Services has provided an electronic reply with a high degree of confidence that the reply will resolve the issue or answer the question. Networking, hardware and installed software at the site are the sole responsibility of Customer and are not covered in Support Services. Customer misuse or unauthorized use of Licensed Software or Mobile Modules also is not covered in Support Services. 941 5. Training is provided as requested by Customer. Options for training include initial "Go-Live Training," remote, web-based training, regional training sessions, progressive system administrator training, and onsite, in person training. Each option will be quoted, in writing, for Customer's review. Once accepted, the account management team will coordinate scheduling at the earliest mutually acceptable date. 6. Customer's Responsibilities: a. Customer's representative(s) must be qualified and authorized to communicate all necessary information. b. Customer accepts sole responsibility for any compatibility problems between the FASTER Web software and any other application software or non-current software programs not maintained or supported by FASTER. c. Provide all relevant information and supporting details necessary to clarify support issue(s). Term: A lapse in Software Upgrades &Support is defined as non-payment for 60-days. Customers who enter delinquent status may be subject to suspension of some or all services, including, but not limited to support, product updates, or access to cloud-based services. Removal of delinquent status will be at FASTER's discretion and may require a penalty payment and/or increase in recurring service costs. A"delinquent status"will not be applied to the Customer when the parties are working in good faith to resolve a disputed invoice or amend/negotiate contract terms. 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. Recurring service fees may be pro-rated to reflect term agreement pricing as is applicable. 942 Schedule C: Software License Agreement 1) Scope of License a) Grant: Subject to and conditioned on Customer's compliance with the terms and conditions of this Agreement, FASTER grants Customer a personal, non-exclusive, non-transferable, non-sublicensable, limited license for its Authorized Users to use the Licensed Software on behalf of Customer solely during the subscription term set out in Schedule E: Pricing & Payments Terms (including all orders and/or addenda accepted following execution of this Agreement, which shall be incorporated automatically into Schedule E at the time of acceptance, unless otherwise stated) and for Customer's internal business purposes in accordance with the Documentation. Under the foregoing license, Customer may either (a) install and/or host the Licensed Software on FASTER's hosting provider's hardware, as agreed by the Parties in Schedule E; (b) install and/or host the Licensed Software on Customer's, or its designated contractor's, hardware and in the number of copies of the Licensed Software permitted in Schedule E (or other licensing metric set forth therein, as applicable); or(c) any combination of the foregoing(a) and (b). b) Limitations. Customer shall not, and shall require its Authorized Users not to, directly or indirectly: (a) use (including make any copies of)the Licensed Software or Documentation beyond the scope of the license granted; (b) provide any other person or entity, including any subcontractor, independent contractor, affiliate or service provider of Customer,with access to or use of the Licensed Software or Documentation; (c) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Licensed Software or Documentation or any part thereof, (d) combine the Licensed Software or any part thereof with, or incorporate the Licensed Software or any part thereof in, any other programs other than as contemplated by Schedule E or by the Documentation; (e) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Licensed Software or any part thereof; (f) remove, delete, alter or obscure any trademarks or any copyright,trademark, patent or other intellectual property or proprietary rights notices provided on or with the Licensed Software or Documentation, including any copy thereof; (g) copy the Licensed Software or Documentation, in whole or in part, other than as permitted by this Agreement; (h) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Licensed Software, or any features or functionality of the Licensed Software, to any third party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network(WAN),virtual private network (VPN),virtualization, time-sharing, service bureau, software as a service, cloud or other technology or service; (i) use the Licensed Software or Documentation in violation of any Law, regulation or rule; or(j) use the Licensed Software or Documentation for purposes of competitive analysis of the Licensed Software,the development of a competing software product or service or any other purpose that is to FASTER's commercial disadvantage. 943 2) SaaS Services. a) Access. Subject to and conditioned on Customer's compliance with the terms and conditions of this Agreement, FASTER will provide Customer's Authorized Users a personal, non-exclusive, and non-transferable right to access and use the Licensed Software on behalf of Customer solely during the subscription term set out in Schedule E and for Customer's internal business purposes in accordance with the Documentation. FASTER shall host the Licensed Software on FASTER's hardware, during the Access Term, as agreed by the Parties in this Agreement. b) Acknowledgment. Customer acknowledges and agrees that this Agreement and the rights provided pursuant to this Section 2 is a services agreement and FASTER will not be delivering copies of the Licensed Software to Customer or its Authorized Users as part of the SaaS Services. c) Proprietary Rights. Customer acknowledges and agrees that the Licensed Software and any necessary software used in connection with the services provided under this Agreement contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Customer further acknowledges and agrees that the content or information presented to the Customer through the services provided pursuant to this Agreement may be protected by copyrights,trademarks, service marks, patents or other proprietary rights and laws. Except where expressly provided otherwise by FASTER, nothing in this Agreement or Documentation shall be construed to confer any license to any of FASTER's intellectual property rights, including, but not limited to, the Licensed Software, whether by estoppel, implication, or otherwise. d) Limitations. Customer shall not, and shall require its Authorized Users not to, directly or indirectly: (a) use (including make any copies of)the Licensed Software or Documentation beyond the scope of the access and use granted; (b) provide any other person or entity, including any subcontractor, independent contractor, affiliate or service provider of Customer, with access to or use of the Licensed Software or Documentation; (c) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Licensed Software or Documentation or any part thereof; (d) combine the Licensed Software or any part thereof with, or incorporate the Licensed Software or any part thereof in, any other programs other than as contemplated by Schedule E and the Documentation; (e) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Licensed Software or any part thereof; (f) remove, delete, alter or obscure any trademarks or any copyright,trademark, patent or other intellectual property or proprietary rights notices provided on or with the Licensed Software or Documentation, including any copy thereof; (g) copy the Licensed Software or Documentation, in whole or in part; (h) rent, lease, lend, sell, license, assign, distribute, publish, transfer or otherwise make available the Licensed Software, or any features or functionality of the Licensed Software,to any third party for any reason, whether on a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network(WAN), virtual private network(VPN),virtualization, time- 944 sharing, service bureau, software as a service, cloud or other technology or service; (i) use the Licensed Software or Documentation in violation of any Law, regulation or rule; or (j) use the Licensed Software or Documentation for purposes of competitive analysis of the Licensed Software,the development of a competing software product or service or any other purpose that is to FASTER's commercial disadvantage. 3) The term of this license or subscription is consistent with the term set forth in the agreement. 4) Environment: Customer understands that it may use the Licensed Software in a single environment. In this Agreement, an "environment" is defined as a single installation (instance) of the Licensed Software and one FASTER Web database. a) 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 loading a final Go-Live database, this test environment will then be promoted to become the production environment. b) OTHER TEST OR DEVELOPMENT ENVIRONMENT/S: Customer may request a separate test or development environment for other purposes (e.g., during the implementation or after Go-Live)with the additional license and annual support fees outlined in Schedule E. 5) Software Modifications: Customer may not modify the Licensed Software, including, but not limited to, reverse engineering of any component of the Licensed Software in order to perform any such modifications. Should Customer violate this provision, all warranties associated with the Licensed Software are null and void. 945 Schedule D: Cloud Service Level Agreement (SLA) 1. Administration: FASTER will issue to Customer's designated "Administrator" an individual logon identifier and password ("Administrator's Logon") for purposes of Customer administering the FASTER Web software. 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 FASTER Web software. 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 FASTER Web software solely in accordance with the terms and conditions of this Agreement. 2. 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. 3. Database Rights and Access: 3.1 Data Rights: Customer maintains full rights to its data contained in the database upon termination of this Agreement. 3.2 Access to Database: Unless Customer purchases the optional "Database Access," Customer will not have access to the database or database server (e.g.,to run queries directly against the database). However, 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, Customer will have access to the business intelligence built into FASTER Web to search data, run reports and view data in dashboards. 4. Cloud Service Level Agreement: 4.1 Availability: FASTER shall maintain a datacenter adequate to make FASTER software available 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. 4.1.1 Formula. The FASTER software 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 FASTER software 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 946 4.1.2 For purposes of this calculation,the FASTER software will be deemed to be unavailable if application functions do not successfully complete. Further, the FASTER software will not be deemed Unavailable for any downtime or outages excluded from such calculation by reason of the exceptions set forth in Sections 4.1.3 and 4.1.4 below. FASTER's records and data will be the sole basis for all SLA calculations and determinations. 4.1.3 Exceptions: (a). Maintenance performed at Customer's request outside of the normally scheduled maintenance will not be considered an outage. (b).The FASTER Web software will not be considered Unavailable for any outage that results from maintenance performed by FASTER of which Customer is notified 48 hours in advance and to which Customer does not reasonably object. (c). Downtime resulting from errors or issues created by Customer will not be included in the Unavailable total. (d). Should Customer opt to purchase access to the database, FASTER is not accountable for disruptions caused by Customer's actions related to database access. 4.1.4 The FASTER network extends to, includes and terminates at the datacenter 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 FASTER Web software will not be considered Unavailable for any outage unavailability 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. 4.2 Remedies: Subject to the exceptions provided for in this SLA, Customer will have the rights set forth below. 4.2.1 If the total Availability(as calculated in Section 4.1 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 Cloud Service Level Agreement. 4.2.2 For purposes of this SLA, a Service Credit will be deemed to be an amount equal to 1/301n of the monthly fee for the cloud services to Customer(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 4.2.1 of this SLA, Customer's right to receive Service Credits will be Customer's exclusive remedy for FASTER's failure to satisfy the Service Level Commitment. 947 4.2.3 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. 4.3. Performance: Customer understands that performance of the FASTER Web software is dependent on multiple factors, including, but not limited to, internet access speed, onsite network capabilities, user demand load, and hardware performance. 948 SCHEDULE E: PRICING AND PAYMENT TERMS Payment Schedule Migrating Customer Software as a Service Quote MILESTONE PAYMENT Upon Purchase Confirmation 75% of one-time fees, including, but not limited to,Training and Data Conversion. FASTER Web Delivery (Access to Database) 100%of 11t Year Recurring Fees Data Delivery and Go-Live 25% of one-time fees, including, but not limited to,Training and Data Conversion. *Any months remaining on FASTER WIN support will be deducted from the first year's annual fee. *This payment schedule is superseded by Solution Proposal (Quote#2213 v9) dated June 3, 2025. 949 " EXHIBIT B " �f 4 e� , j 151 2 w� SOLUTION PROPOSAL Bill Morris Monroe County,FL Qu ote#:2213 A Quote Date:Jun 3,2025 Quote Expires:Jul 31,2025 950 lmlmmlmmmmmmmmmmll HIV mm�u�ul mul��lmu mlml�u imuoumuomm mml�lm I�Immlmlmlmlmum Iml�lmlm �I��ImI IIII i.,oto FASTER Asset Solutions Quote and Proposal FASTER"' Bill Morris IT Monroe County, FL FASTER Asset Solutions is pleased to submit our proposal,Monroe County, FL-FASTER Web Migration SaaS-GSA Contract No:47QTCA23D005. FASTER has been in business since 1982 and provides clients such as yourselves Fleet Management Information Solutions(FMIS).You have helped make FASTER the largest FMIS provider to city and municipal fleets in North America. Thank you! We appreciate you considering a move to FASTER Web. Our robust cloud based FMIS. FASTER is an Industry Leader for 3 key,strategic reasons: FASTER has the Most Experienced Staff in the Industry: Seventy percent of FASTER's technical staff have been with the company for more than 10 years. No other vendor fields the level of responsive,industry knowledgeable,technical support staff as FASTER.This provides more efficient implementations,superior 24/7-365 support,and ultimately better system utilization and ROL FASTER Invests in the Long-Term: For more than 40 years FASTER has continuously improved FASTER solutions across three generations of technology.FASTER Web TM is latest,cloud- based Fleet Management Information Solution and includes the ability to integrate easily with other software through API technology.Additionally, FASTER issues multiple new updates each year that include new features and improvements across multiple aspects of the solution. FASTER is Product and Service Focused: Likely the most important distinction of FASTER is the strategy of continually reinvesting in FASTER products,solutions,and staff.This has created a justifiable reputation within the FASTER Client base,Strategic Partners and beyond that FASTER has 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 let us know. Sincerely, FASTERasset.com I Linkedln I Facebook Wsm IMmo mmmd mlr 111 mnoorsoll I i 1 Sales@fasterasset.com 757.623.1700 Robb Flowers robb.flowers@fasterasset.com IHUWI����������II HIV r�u�ui mui��imu mimi�u i�uoumuor mmi�im i�immimimimimum imi�imim �i��imi illl i.,�o to FASTER Asset Solutions 760 Lynnhaven Pkwy,Suite 203 Quote# 2213 v9 Virginia Beach,VA 23452 United States Date Jun 3,2025 T:4023055850 Expires Jul 31,2025 Contact Robb Flowers Prepared for Monroe County, FL Bill Morris 3583 S. Roosevelt BlvdKey West, FL pp pp pp States 33040-5209 United T:3052955103 E: morris-bill@monroecounty-fl.gov Monroe County, FL-FASTER Web Migration SaaS - GSA Contract No: 47QTCA23DO05 FASTER Web Core One-Time Fees Category Item Qty SETUP/ Database Management&Setup Migrating Customer 1 Hosting 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 12.5% Item Discount($270.00) Faster Asset(Code:620) One-Time Subtotal $2,160.00 Discount ($270.00) Annual Fees Category Item Qty SaaS/ FASTER WEB CORE LICENSE FEE SaaS 1001 LICENSE 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 12.5% Item Discount($4,919.92) FASTER(Code:001XT) IHUWI����������II HIV r�u�u1 mu1��lmu m1m1�u ituoumuor mm1�1m 1�1mm1m1m1m1mum 1m1�1m1m �1��1m1 IIII i.,�o to Category Item Qty SUPPORT and Database Annual Support and Maintenance 1 MAINTENANCE Annual fee for support, maintenance,software upgrades,firmware/database management,data storage,and report management. • 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 24x7x365 cloud database access. 12.5% Item Discount($1,215.00) FASTER(Code: DBMSANN) *Annual Support and Maintenance Fees billing schedules are outlined in the terms and conditions. Annual Support And $49,079.32 Maintenance Subtotal Discount ($6,134.92) FASTER Web Add-On Solutions Annual Fees Category Item Qty SaaS/ Fuel Import-Single Vendor(Existing Customer)(SaaS) 1 INTERFACE 5 Year Term Agreement Required ingle Vendor Fuel Import This is a single vendor fuel import for an existing customer who has been live on a FASTER product for more than 6 months.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 12.5% Item Discount($130.01) FASTER(Code:301XT) SaaS/ Single Vendor Site and Dispenser Add On(SaaS) 1 INTERFACE 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. 100% Item Discount($1,299.24) Faster Asset(Code:303xt) SaaS/ Dashboard(SaaS) 1 INTERFACE 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. 100% Item Discount($5,194.80) 1 N II R4Vsa+*I � 1� olnP 190 "11953 IHUWI����������II HIV r�u�ui mui��imu mimi�u ituoumuor mmi�im i�immimimimimum imi�imim �i��imi illl i.,�o to Category Item Qty FASTER(Code:207ncxt) *Annual Support and Maintenance Fees billing schedules are outlined in the terms and conditions. Annual Support And $7,534.08 Maintenance Subtotal Discount ($6,624.05) FASTER Web Integration Add-Ons Annual Fees Category Item Qty SaaS/ Asset Meter Readings Import(SaaS)(Samsara Integration)t 1 INTERFACE Annual Fee-Requires 5 Year Term Agreement 12.5% Item Discount($584.28) Faster Asset(Code:326XT) SaaS/Add On Asset Alert Import with Filtering and Mapping(SaaS)(Samsara Integration) 1 Annual Subscription Fee-Requires 5 Year Term Agreement Diagnostic trouble codes(DTC),fault codes or issues found as a result of inspection imported as alerts directly into FASTER Web. • Alerts are easily sorted and filtered to identify those that warrant a critical maintenance need and provide shop floor managers with the ability to receive,view and take immediate action. • Alerts are stored in the Assets module under the Asset Alert tab and in the Maintenance Module under the action Service Request&Alerts for diagnostic or historical viewing. • Alerts are viewable in the Technicians Workstations when a technician is logged onto a specific repair. Fault code history may be viewed In the My Repairs Page. • Fault codes may be manually associated to a repair type and then a pending pair may be manually created in the Maintenance Repair section. • Details for alerts associated to a pending repair are viewable within the repair record. Alert Filtering and Mapping provides additional and separate functionality from the above by enabling Fleet Operations staff to map desired alerts to trigger: • Manually map an alert to a configurable repair description. • Configure alerts so they trigger the creation of Pending Repairs. • Set alerts to be imported as Service Items to be easily managed within Service Request&Alerts action, under the section for Alerts. • Sending a notification via email and or text. • The mapping tool may be used to identify any alert which should NOT trigger any action. Non trigger alerts would only show up on the Alerts tab in the Asset module. • Simple interface to easily sort and filter for mapping to repairs. • FASTER can provide a reference to the SAE(Society of Automotive Engineers)codes for cross reference purposes for telematics codes as an optional add on. 12.5% Item Discount($453.45) Faster Asset(Code:338bXT) *Annual Support and Maintenance Fees billing schedules are outlined in the terms and conditions. Annual Support And $8,301.84 Maintenance Subtotal Discount ($1,037.73) /,..I I R/.V;,,N 011 ol„P M0 �954 IHUWI����������II HIV r�u�ui mui��imu mimi�u ituoumuos mmi�im i�immimimimimum imi�imim �i��imi illl i.,�o to FASTER Web Implementation One-Time Fees Category Item Qty Professional Migration Data Conversion 1 Services/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 12.5% Item Discount($2,700.00) Faster Asset(Code:408A) One-Time Subtotal $21,600.00 Discount ($2,700.00) FASTER Web Training One-Time Fees Category Item Qty Professional Implementation Training 1 Services/ Training • Faster Web 101 Introduction • Training Planning Meeting • Pre-Go Live • Six sessions totaling 8 hours of remote, live, instructor-led training focusing on a functional understanding of FASTER Web features to help prepare you for Go Live • Go Live • Three days of onsite, live, instructor-led training • Covers functions necessary in day-day fleet work • 90 Days Post-Go Live • Deployment 30 min weekly Status Consult for 1 st 30 days • Health Check 2-hr call 60 and 90 days from Go Live. • Ongoing through 1st Year • Access to FASTER Resource Central • Monthly public Q&A and Seminar on specific topics 12.5% Item Discount($2,153.25) Faster Asset(Code:512-SGL1) One-Time Subtotal $17,226.00 Discount ($2,153.25) Summary tNon-taxable item One-Time Subtotal $40,986.00 Please contact us if you have any questions. Discount ($5,123.25) Total One-Time $35,862.75 USD I I R/.V;,,N 955 IHUWI����������II HIV mm�u�ui mui��imu mimi�u i�uoumuos mmi�im i�immimimimimum imi�imim �i��imi illl i.,oto Annual Support And $64,915.24 Maintenance Subtotal Discount ($13,796.70) Total Annual Support $51,118.54 USD And Maintenance Cost Breakdown Category One-Time Fees Annual Fees SaaS/LICENSE — $39,359.32 SETUP/Hosting $2,160.00 — SUPPORT and MAINTENANCE — $9,720.00 SaaS/INTERFACE — $12,208.32 SaaS/Add On — $3,627.60 Professional Services/Data Conversion $21,600.00 — Professional Services/Training $17,226.00 — Discount ($5,123.25) ($13,796.70) Total $35,862.75 USD $515118.54 USD FASTER's' • GSA contract referenced solely for pricing purposes.Terms and Conditions do not apply. • Standard agreement for recurring pricing model is 60 months. • Annual support and maintenance fees subject to increase after completion of initial term. • 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. • 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. Pactima eNotary Package ID: Ee7B-iFr6d6YufuP8WNAP SIGNATORY AUTHORIZATION RESOLUTION WHEREAS, Transit Technologies, LLC ("Transit"), a Delaware Limited Liability Company, is the parent company and sole member of TT Faster, LLC (`TT FASTER"), a Delaware Limited Liability Company; and WHEREAS, the officers of Transit include Gerry Leonard, CEO and Kris Laseter, COO; and WHEREAS, Mitch Skyer is the President of TT FASTER; and WHEREAS, both Gerry Leonard and Kris Laseter have signatory authority with respect to Transit as evidenced in the attached Written Consent; and WHEREAS, Transit wishes to authorize Mr. Skyer to have full signatory authority for TT FASTER over all legal documents, including, but not limited to, all contracts; NOW THEREFORE, be it resolved, that said officers of Transit hereby grant such signatory authority to Mr. Skyer for all legal documents of TT FASTER, from this date, April 8, 2024 forward, until such time as this authority is explicitly revoked in writing by the then-current officers of Transit. G"Xwna,d Gerry Leonard, CEO dqD5µµ MMXMMMII�MM Kris Laseter, COO Notary State of Texas County of of Harris On this�th day of Jude 2024, before me personally appeared Gerry Leonard and Kris Laseter, to me known to be the persons described in and who executed the foregoing instrument, and acknowledged that such persons executed the same as such persons' free act and deed. =&&__ )_r Notary's Signature My Commission Expires: August 16th,2027 — ` s — � �.iirir �,ar �� CHELSEA NEASON Seal Notary 1D#13451134�9 "h 4y Comimissiion Expires ��or " August 16, 2027 2931 Client#* 672927 TTFASTE A CORD. CERTIFICATE OF LIABILITY INSURAN D CE ATE imm,7777777)6104/2025 THIIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. imi56kf4Rf. .If the certificate holder is an ADDITIONAL IINSUIRIED,the policy(ies)miust have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATIION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on, this certificate does not Confer any rights to the certificate holder in lieu of such endorsemient(s). PRODUCER Dawn, your Marsh& McLennan Agency ILLC PHONE IFAX tAIC,No,Fxt): (A(C,NoI: 4113 North Shore Drive,SW E-MAIL Suite E AL)DREss, Dawni.Younig@Ma,rshmma.com INSURER(S)AFFORDING COVERAGE NAI,C# Knoxville,T'IN 379119 INSURER A Hartford Fire Insurance Co. 1,9682 INSURED INSURER 8, TT Faster, L,LC INSURER C 760 Lynnhaven Parkway INSURER D: Smite 203 INSURER E Virginia Beach,VA 23452 INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS' IS 'TO CERTIFY THAT III('': POL ICAES OF INSURANCE LASTED BEI OW HAVE BEEN MSOED 1`011 1E, INSURED NAMED AEH)VE FOR THE POLICY PIERIOD INDICATED, NOTWITHSTANDING ANY REQUIREIAENT, TERIMI OR CONDITION ORF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE IISSUIED OR MAY PERTAIIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IIS SUBJECT 1-0 ALL THE TERMS, EXCLUSIONS AMID CONDITIONS OF SUCH POLICIES L11Mn'S SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS MSR ADDL SUER POLLIZYEFF P0tJCYEX1p LTR TYPE OF INSURANCE IINSR WVD POLICY NUMBER (ImMifBIDlYYYY) (Immlanlyyyy) LIMII'S COMMERCIAL.GENERAL HAWLITY EACH OCCURRENCE $ RAMVI,4�1,?LP�IbNj&..jr1,,1 CILMMS-MADE El OCCUR $ MED EXP(Any one perrson) $ PERSONAL&ADV INJURY $ GEN1 AGGREGAI E UlMi r APPLIES PER GENERAL AGGREGA'TE $ PRO POLICY JECr [:] LOC PRODUCTS-COMPIOPAG( $ OTHER $ AUTOMOBILE LIABILITY i�(.IMIIN""accesn i"INGLE IW T ANYAU10 BODITLY INJURY(Per pemn) $ 21ATI S(A iED i IE 0D BODILY INJURY(Pe accidenu $ AU , NILY AUTOS 110 NON OWNED PROPERTY DMAA(�"E $ AU ONLY AUTOS ONLY Per accided UMBRELLA LIIAB OCCUR EACH OCCURRENCE $ EXCE SS LIAR' OCCUR EACH AGGREGATE $ .....................:1 ............................DE,Ll RE TEN flON WORKERS COMPENSArION AND,EMPLOYERS"LIABILITY Y(N S ER ANY PROPRIIEIO,PJPARTNLIR]r-XIE('U'riiviE E.L EACH ACC111L)EN1 OFFICFRIPAEMRER EXQ UDED? N A IMandatoiry in NIH) E.L DISEASE-EA EMPLOYEE if Ves,desc�inbe undeir DESCRIPTION OF OPERATIONS belaw E.L.DISEASE-POLICY LIMIT A CybeirIlProf 1-11ab 1212=024 12/23/2025 ea. Claim Retro Date: � , Agig. Limit 112123120119 1 Retention L)LSCR�llPr1 OWN O,IPOIPLRAI IONS ILOCA'IPONS/VLIHIWLIES(ACORJD,101,A,ddliiluo,iiialIlReri,EairksSehedltulie,niiay requiredI APPROVED 19Y RISK MANAGEMENT sy DATE WAIVER WA X YES CERTIFICATE HOLDER CANCELLATION Monroe County, Florida SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 11100,Simonton Street ACCORDANCE WITH THE POLICY PROVISIONS. Key West, FIL 33040 AUTHORIZEDREP tSENTArivE @ 1988-2016 ACORD CORPORATION.AIII rights reservpd ACORD 25(2016103) 1 01`1 The ACORD name and logo are registered marks of ACORD 958 #S1506668gfM14622225 JIKCDH 76/9/2025 E(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Marsh &McLennan Agency LLC PHONE FAX 413 North Shore Drive, SW A/C No Ext: 865-588-7200 A/c,No): Suite E ADDRESS: Knoxville TN 37919 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:Atlantic Specialty Insurance Co. 27154 INSURED TRANSTECHN1 INSURERB:Accident Fund Insurance Co.of America 10166 Transit Technologies, LLC 2035 Lakeside Centre Way, Ste 190 INSURERC: Knoxville TN 37922 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:420438691 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD A X COMMERCIAL GENERAL LIABILITY 7110182190002 6/1/2025 6/1/2026 EACH OCCURRENCE $1,000,000 CLAIMS-MADE � OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $1,000,000 MED EXP(Any one person) $15,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY� PRO- � LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY 7110182190002 6/1/2025 6/1/2026 COMBINED SINGLE LIMIT $1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED X SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident A X UMBRELLALIAB X OCCUR 7110182190002 6/1/2025 6/1/2026 EACH OCCURRENCE $15,000,000 EXCESS LAB CLAIMS-MADE AGGREGATE $15,000,000 DED RETENTION$ $ B WORKERS COMPENSATION AFWCP100094257 6/1/2025 6/1/2026 X PER X OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICE R/M EMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Prof Liability 6/1/2025 6/1/2026 Retro i Retro Date: 6/1/2023 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Supplemental Names: ArgoTrak, Inc. APPROVED BY RISK MANAGEMENT Ecolane USA, Inc. Foxster Opco, LLC By �4_ " MJ Management Services, LLC DATE 025 Passio Technologies, Inc. TT Faster, LLC WAIVER NIA X YES The Vestige Group, LLC See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County Board of County Commissioners 1100 Simonton Street AUTHORIZED REPRESENTATIVE Key West FL 33040 'e ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD 959 Page 1 of 2 AGENCY CUSTOMER ID: TRANSTECHN1 LOC#: ACOOR 0 ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Marsh&McLennan Agency LLC Transit Technologies, LLC 2035 Lakeside Centre Way, Ste 190 POLICY NUMBER Knoxville TN 37922 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE TripShot, Inc. ByteCurve Holdings, LLC busHive, Inc. The Monroe County Board of County Commissioners is included as Additional Insured with respect to General Liability and Auto Liability as required by written contract and subject to the provisions and limitions of the policies. ACORD 101 (2008101) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 960 Page 2 of 2