2011-062ORDINANCE NO. 2011-062
AN ORDINANCE APPROVING THE EXPENDITURE OF FUNDS FOR THE
PURCHASE OF SOFTWARE UPGRADES TO FASTER FLEET MANAGEMENT
SOFTWARE AND ANNUAL MAINTENANCE FOR CONTINUED VENDOR
SUPPORT FROM ONLY ONE SOURCE IN ACCORDANCE WITH THE
PROVISION FOR STATE LAW EXEMPTING SUCH PURCHASES FROM
REQUIREMENTS OF COMPETITIVE BIDS; PROVIDING FOR THE
EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE
(FILE 4568-PURCHASE OF SOFTWARE UPGRADES AND ANNUAL
MAINTENANCE FOR FASTER WEB SOFTWARE PACKAGE AWARDED TO CCG
SYSTEMS, INC. IN THE AMOUNT OF $98,000).
WHEREAS, Section 252.022 of the Local Government Code provides that
procurement of items that are only available from one source, including; items that are
only available from one source because of patents, copyrights, secret processes or natural
monopolies; films, manuscripts or books; electricity, gas, water and other utility
purchases; captive replacement parts or components for equipment; and library materials
for a public library that are available only from the persons holding exclusive distribution
rights to the materials; and need not be submitted to competitive bids; and
WHEREAS, the City Council wishes to procure one or more of the items
mentioned in the above paragraph; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The following purchase of materials, equipment or supplies, as
described in the "File" listed hereon, and on file in the office of the Purchasing Agent,
and the license terms attached are hereby approved:
FILE
NUMBER VENDOR AMOUNT
4568 CGC Systems, Inc. $98,000
SECTION 2. The City Council hereby finds that this bid, and the award thereof,
constitutes a procurement of items that are available from only one source, including,
items that are only available from one source because of patents, copyrights, secret
processes or natural monopolies; films, manuscripts or books; electricity, gas, water and
other utility purchases; captive replacement parts or components for equipment; and
library materials for a public library that are available only from the persons holding
exclusive distribution rights to the materials; and need not be submitted to competitive
bids.
SECTION 3. The acceptance and approval of the above items shall not
constitute a contract between the City and the person submitting the quotation for such
items until such person shall comply with all requirements specified by the Purchasing
Department.
SECTION 4. The City Manager is hereby authorized to execute any contracts
relating to the items specified in Section 1 and the expenditure of funds pursuant to said
contracts is hereby authorized.
SECTION 5. This ordinance shall become effective immediately upon its
passage and approval.
PASSED AND APPROVED this the N- day of '2011.
MARK A.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
4-ORI -V 4568
YOR
FASTER`
License Agreement No. DEN10719
FASTER Asset Solutions, hereinafter referred to as "FASTER" agrees to grant to the City of Denton,
hereinafter referred to as "Customer", and Customer agrees to accept from FASTER in accordance with
the following terms and conditions, a permanent non-exclusive single site license for use of FASTER
proprietary software as detailed in Schedule A.
1. FASTER SUPPLIED PRODUCTS
A. Software Designation
FASTER Fleet Management System for Web as detailed in Schedule A, and shall be
performed within the time periods prescribed therein
B. Support Services
As listed in Schedules A and B, and shall be performed within the time periods prescribed
therein
C. Other Services
As listed in Schedules A and B, and shall be performed within the time periods prescribed
therein
II. PAYMENT AND ACCEPTANCE TERMS
A. Purchase Order
The Customer must provide FASTER with a purchase order within 30 days of contract execution.
B. Basic Software/Services
Payment is due on all standard software and services in accordance with the following schedule and
as described in this agreement approved by FASTER and Customer:
Receipt of Purchase Order
Go-Live on FASTER Software
Net 30 days
Net 30 days
50% of
Software/Services
50% of
Software/Services
System Acceptance of the FASTER basic software will be initiated from a joint plan and checklist
prepared by the FASTER Project Manager and Customer's implementation team as part of phase
one installation and training. This plan and checklist will be updated with outstanding issues as
Customer's personnel gain both knowledge of and experience with the system. The FASTER request
for system acceptance will be presented to Customer after a review of the system's performance
FASTER`°
License Agreement No. DEN10719
and based upon the outstanding issues provided by Customer. The review will include a checklist
of the features and functionality of the FASTER system, interfaces, and customizations. Upon
acceptance of these items, Customer will formally accept the basic FASTER System and provide
final payment to CCG Systems, Inc.
C. Customized Software/Services
Payment is due on all delivered customized software and services in accordance with the following
schedule:
Customized Software/ Services Net 30 days 100% upon Delivery
Accounting Extract
Fuel Automation
III. THE CITY OF DENTON IS TAX EXEMPT.PROPRIETARY RIGHTS OF FASTER IN
THE SOFTWARE
A. The Nature of These Rights, and Title
Customer recognizes that the computer programs, system documentation manuals, and other
materials supplied by FASTER and that FASTER has communicated to Customer, are subject to the
proprietary rights of FASTER. Customer agrees that the programs, documentation, and all
information or data supplied by FASTER in machine-readable form are trade secrets of FASTER, are
protected by civil and criminal law, and by the law of copyright, are very valuable to FASTER, and
that their use and disclosure must be controlled. Customer further understands as communicated
by FASTER that operator manuals, training aids, and other written materials are subject to the
copyright act of the United States.
TITLE: FASTER retains title to the programs, documentation, information or data furnished by
FASTER in machine-readable form, and training materials. FASTER does not retain title to operator
manuals and other materials bearing the FASTER copyright notice, but these items shall not be
copied except as herein provided.
Customer shall keep each and every item to which FASTER retains title free and clear of all claims,
liens and encumbrances except those of FASTER; and any act of Customer, voluntary or
involuntary, purporting to create a claim, lien, or encumbrance on such an item shall be void.
B. Restrictions on Customer Use
The computer programs and other items supplied by FASTER hereunder are for the sole use of
Customer and Customer's employees/agents.
1. COMPETITIVE USES: Customer agrees that while this license is in effect or while it has
custody or possession of any property of FASTER, it will not directly or indirectly lease, license,
sell, offer, negotiate, or contract to provide-any software similar to that supplied under this
FASTER
License Agreement No. DEN10719
license for any third party, but this clause shall not be construed to prohibit Customer from
acquiring, for its own use, software from third parties.
2. COPIES: Customer understands that it is able to make regular backups of all programs and
data. Customer agrees that while this license is in effect, or while it has custody or possession
of any property of FASTER, it will not:
a) Copy or duplicate, or permit anyone else to copy or duplicate, any physical or magnetic
version of the programs, documentation, or information furnished by FASTER in machine-
readable form.
b) 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 license otherwise,
(whether oral, written, tangible, or intangible). Customer may copy for his own use, and at
his own expense, operator manuals, training materials, and other terminal copies made for
their distribution.
3. INSPECTION: To assist FASTER in the protection of its proprietary rights, Customer shall
permit representatives of FASTER to inspect, at all reasonable times, during normal business
hours of customer, any location at which items supplied are being used or kept.
4. DEMONSTRATIONS: Due to the proprietary nature of FASTER's Fleet Management System,
Customer agrees not to demonstrate this system to any competitors, or consultants that work
with competitors, of FASTER.
C. Transfer of License Rights
The Customer's rights to use the programs, documentation, manuals, and other materials supplied
by FASTER under this agreement shall not be assigned, licensed, or transferred to a successor,
affiliate or any other person, firm, corporation, or organization voluntarily, by operation or law, or
in any other manner without the prior written consent of FASTER, which shall not be unreasonably
withheld.
D. Remedies
If Customer 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, FASTER shall have, in addition to other remedies available to it, the
right to seek injunctive relief enjoining such action.
IV. WARRANTY
A. Software
For one (1) year following installation, FASTER will design, code, check out, document, and deliver
promptly any amendments or alterations to the software that may be required to correct errors
FASTER L=-
License Agreement No. DEN10719
present at the time of acceptance. This warranty is contingent upon Customer advising FASTER in
writing of such errors within one (1) year from installation as defined herein.
Following the warranty period Customer may continue to receive FASTER's software maintenance
by Customer's execution of FASTER's then standard agreement and payment of FASTER's then
current charge for such maintenance.
B. Remedies of Customer
Except for the express warranties stated in paragraph IV. A. above, FASTER disclaims all warranties
with regard to the FASTER product sold hereunder, including all implied warranties of marketability
and fitness and all obligations or liabilities on the part of FASTER for damages including, but not
limited to, consequential damages arising out of, or in connection with, the use or performance of the
system. In the event FASTER shall fail or refuse to perform any obligation hereunder, FASTER shall
be in default (herein so called). In the event of default by FASTER, if such default shall be continuing
after ten (10) days notice and a reasonable opportunity to cure, Customer may exercise any right or
remedy available to it by law, equity, contract or otherwise, including, without limitations, the right to
terminate the agreement. The remedies provided herein are cumulative and may be exercised
concurrently. The exercise of any remedy provided herein by customer shall not, in any instance, be
deemed to constitute an election of remedies by Customer.
C. Exclusion of Incidental, Consequential and Certain Other Damages
To the maximum extent permitted by applicable law, in no event shall FASTER or its suppliers be
liable for any special, incidental, indirect, punitive or consequential damages whatsoever (including,
but not limited to, damages for: loss of profits, loss of confidential or other information, business
interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of
reasonable care), negligence, and any other pecuniary or other loss whatsoever) arising out of or in
any way related to the use of or inability to use the FASTER components or the support services, or
the provision of or failure to provide support services, or otherwise under or in connection with any
provision of this EULA, even if FASTER or any supplier has been advised of the possibility of such
damages.
D. Limitation of Liability
Customer agrees that FASTER's liability, and that of its officers, directors, employees, agents and
subcontractors to customer or any third party due to any negligent professional acts, errors or
omissions or breach of contract by FASTER will be limited to an aggregate of FASTER's total fee.
V. GENERAL
This agreement cannot be assigned without prior written consent of FASTER. Any attempt by
Customer to assign any of the rights, duties, or obligations of this agreement without such consent is
void.
This agreement can be modified by a written agreement duly signed by persons authorized to sign
agreements on behalf of Customer and of FASTER, and variance from the terms and conditions of this
agreement in any order or other written notification from the Customer will be of no effect.
FASTER"'
License Agreement No. DEN10719
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.
Neither party shall be liable in damages or have the right to terminate this agreement for any delay or
default in performing hereunder if the delay or default is caused by conditions beyond its control
including but not limited to Acts of God, Government restrictions, wars, insurrections and or any other
causes beyond the reasonable control of the party whose performance is affected.
This agreement will be governed by the laws of the State of Texas and is performable in Denton
County, Texas. Sole and exclusive venue for any action related to this agreement shall be in courts of
competent jurisdiction in Denton County, Texas. The Customer acknowledges that he has read this
agreement, understands it, and agrees to be bound by its terms and conditions. Further, the
Customer agrees that it is the complete and exclusive statement of the agreement between the
parties, which supersedes all proposals or prior agreements, oral or written, and all other
communications between the parties relating to the subject matter of this agreement.
The source code to all FASTER Fleet Management software is kept at the FASTER offices in Virginia
Beach, VA.
Notice:
All notices, demands, and other communications required hereunder shall be in writing, and shall be
deemed to be delivered, upon the earlier to occur of (a) the date provided if provided by telephonic
facsimile, and (b) the date of the deposit of, in a regularly maintained receptacle for the United States
Mail, registered or certified, return receipt requested, postage prepaid, addressed as follows:
FASTER Asset Solutions
Jeannine Youngs
2700 International Pkwy, #300
Virginia Beach, VA 23452
Telecopy: (757)217-9710
City of Denton
Mr. George C. Campbell
215 McKinney
Denton, TX 76209
Telecopy(940)349-8492
This agreement may be terminated by City at any time, at its sole election, by providing notice to
FASTER and intentionally disabling the software described in this agreement to the reasonable
satisfaction of FASTER, and returning the manuals and other written materials in customer's
possession provided to customer by FASTER.
FASTER'
License Agreement No. DEN10719
AGREED TO:
City of Denton, TX:
By.
George C. Campbell, City
Manager
Date.
Telephone:
FAX : 9~~ ~9 J ~~9
FASTER Asset Solutions:
BY:
Title:
Date: ILI 3011
Telephone: ('700 J qv
FAX:
Attest:
Jennifer Walters, City Secretary
By
V ~ I
Approved as to Legal Form:
Anita Burgess, City Attorney
By: - (2,-~
FASTER ~
Schedule A Agreement DEN10719
1. PRICING
City of Denton, TX
Item Qty Actual Price Discount Total Cost
004: Server License for 1001-2000 Assets 1 $32,000.00 8,000.00 $24,000.00
100: Web Concurrent User License
17
$51,000.00
-$12,750.00
$38,250.00
201: Fuel Automation (Consists of 2 web
services with Ward - Fuel and Meter
Reading Consumer and Master Asset List
1
$15,000.00
-$12,000.00
$3,000.00
Provider. A detailed description of the
web services is included below)
300: Migration Data Conversion
1
$18,000.00
-$3,450.00
$14,550.00
404: Migration Project Management
1
$9,000.00
$9,000.00
410: Turnkey Installation
1
$6,600.00
$6,600.00
411: Consultative Services/Key User
1
$10,700.00
$10,700.00
Training
413: Go Live
1
$6,600.00
$6,600.00
601: Accounting Extract
1
$10,000.00
$10,000.00
607: Napa TAMS2 Web Integration( a
detailed description of the Outsourced
1
$15,000.00
-$15,000.00
No Charge
Parts Consumer and Provider for NAPA is
included below)
608: Agile Motor Pool Integration (Fleet
1
$15,000.00
-$15,000.00
No Charge
Commander)
TOTALS:
$188,900.00
$66,200.00
**$122,700.00
Amount Due From NAPA upon contract
execution
-42,700.00
Amount Due From the City of Denton per payment
terms noted herein
$80,000.00
FASTER
Schedule A Agreement DEN10719
Annual Support after Switch Date
(This annual support fee requires FASTER Win will no longer be in use.) FASTER Web annual
support fee will be due 30 days after switch date. Any months remaining on FASTER Win $18,000.00
support will be prorated and then deducted from the first year of FASTER Web support.
**Note:
The discounts above are in exchange for a contract being finalized and implementation starting May 1
and the FASTER Web system going-live between August 1, and September 30, 2011 at FASTER's
discretion.
IL INTEGRATIONS
1) Fuel Automation (EJ Ward)
a. FASTER will provide a set of passive web services that will allow the City of Denton's fuel
system vendor, Ward, to interact with data in FASTER Web via web services. It will be
up to the fuel system vendor to create an application that sends Fuel and Meter readings
and reads Assets as described below.
i. Ward's system will send Fuel Transactions and Meter Readings to FASTER via Fuel
and Meter Reading Consumer
1. Fuel Transactions include:
a. Asset, product, cost, quantity, driver, date/time of transaction,
pump information
2. Meter Readings include
a. Meter type, meter reading
ii. Ward's system will read a list of assets via Master Asset List Provider
1. The Asset List Provider allows the following information to be queried from
FASTER Web via web services
a. Birth Certificate
1. Includes: Asset number, Class, Year, Make, Model
b. Meters
1. Includes: Meter Type, Current Reading
c. Fuel
1. Includes: Fuel Type, Capacity
d. Preventive Maintenance
1. Includes: PM Type, PM Cycle, Next Due, Previous Completed
e. Warranty
1. Includes: Warranty Type, Status, Expiration
f. Acquisition
1. Includes: Acquire Date
g. Engine specifics
h. Transmission specifics
L Service Actions
FASTER°
Schedule A Agreement DEN 10719
2) Napa TAMS2 Web-services Integration
a. Requirements to be fulfilled by FASTER for the Napa TAMS 2 Web Integration (FASTER
system will passively receive transactions from TAMS 2)
L FASTER Web Services Consumer and Provider for NAPA
1. Below are the requirements for the web services that FASTER Asset
Solutions will build in order to fulfill the City of Denton's needs for an
interface between FASTER Web and NAPA.
2. NAPA will provide items identified in the section labeled "Requirements to
be fulfilled by NAPA" in order in order to successfully pass or read parts-
related data to or from the FASTER web services.
ii. The FASTER Web Service will allow the following actions with parts related infor-
mation:
1. Parts Transactions
Any of the following part transactions processed through the NAPA TAMS 2 system
will be able to be passed to FASTER Web
2. Issue Parts to a Work Order or Direct Charge
a. Mark up is applied by FASTER Web at the time of issue
b. Associated core charges are issued
3. Return Part from a Work Order or Direct Charge
4. Issue a Part Credit
5. Shadow Inventory
a. Definition: a mirror image of the NAPA Storeroom sent to FASTER
Web on a scheduled basis. The Shadow Inventory will be used to
know if a part is on hand to be requested and for reporting on the
current state of the store room
b. Data sent to FASTER Web on a scheduled basis
1. New part records:
1. Part Identification Information (Part Number, Part De-
scription, Plus other minimum required fields)
2. Quantity on hand
3. Cost of part
2. Changes to existing part records:
1. Quantity on hand
2. Cost of part
FASTER m
Schedule A Agreement DEN10719
b. Requirements initially requested by Denton that NAPA indicated are not available
for interfacing
i. Part Orders
ii. Part Receipts
iii. Inventory Adjustment via FASTER
Additionally, on-site NAPA personnel within the City of Denton storeroom will be utilizing the
proprietary TAMS 2 system as their primary parts processing software.
c. Requirements to be fulfilled by NAPA
i. NAPA will be responsible for specifying and developing a process to move parts
transactional and inventory-related data for the City of Denton from the TAMS 2
software into the FASTER Web database at timely intervals.
3) FleetCommander Motor Pool Interface
a. FASTER will provide a set of passive web services that will allow FleetCommander to in-
teract with data in FASTER Web via web services. It will be up to FleetCommander to
create an application that sends Meter Readings to FASTER Web and consumes Assets
using the web services described below.
i. FleetCommander will send Meter Readings to FASTER via Fuel and Meter Reading
Consumer
1. Meter Readings
a. Including: Meter type, meter reading
i. FleetCommander will read a list of assets via Master Asset List Provider
1. The Asset List Provider allows the following information to be queried from
FASTER Web via web services
a. Birth Certificate
1. Includes: Asset number, Class, Year, Make, Model
b. Meters
1. Includes: Meter Type, Current Reading
c. Fuel
1. Includes: Fuel Type, Capacity
d. Preventive Maintenance
1. Includes: PM Type, PM Cycle, Next Due, Previous Completed
e. Warranty
1. Includes: Warranty Type, Status, Expiration
f. Acquisition
1. Includes: Acquire Date
g. Engine specifics
h. Transmission specifics
FASTER
Schedule A Agreement DEN 10719
4) Accounting Extract
a. FASTER will create a one way accounting extract from FASTER Web that matches the
City of Denton's current FASTER Win billing processes.
III.DATA MIGRATION FROM FASTER WIN TO FASTER WEB
The FASTER Win to FASTER Web Level 5 data migration is a conversion process that provides the data
transformation necessary to move data elements that originated in FASTER Win and are critical for
Fleet in making decisions to efficiently run their organizations.
FASTER Web and FASTER Win are two different solutions that both provide data to similar
functionality from different data structures. We have enhanced the FASTER Web database by adding
normalization to enhance data integrity and efficient data storage (details provided in addendum).
The data migration will break down the data into four categories:
1. Header and transactional records that involve cost and quantity levels where valid records
are converted one to one and will result in overall matching values
2. Subordinate records that are converted and require data transformation, some decisions will
be necessary by the customer as to how it is presented in FASTER Web
3. Data elements that are stored in current format for potential future functionality in FASTER
Web
4. Data elements that do not convert based on legacy coding structure or improved data
storage efficiency in FASTER
FASTER shall employ best efforts to achieve migration of all critical data from FASTER Win to FASTER
Web. However, if your staff feels that certain data elements need to be converted that are outside
the standard migration, we will create a place holder for those critical data elements in a custom data
schema for future access. Any customer related decision-making for the conversion must be
completed in a timely manner so that all conversion operations can be completed prior to the
production go-live. If the required decisions are not completed and the conversion proceeds, it
cannot be re-converted after go-live.
FASTER '
Schedule A Agreement DEN 10719
IV. SYSTEM REQUIREMENTS FOR FASTER WEB
■ Server (s)
o Windows Server2003 R2
o IIS 6.0 or greater
o Microsoft NET Framework 3.5
o Internet/Broadband Access
o Microsoft SQL Server 2008 or greater
o Microsoft SQL Server Reporting Services 2008 or greater
■ Web Server Hardware
■ Dual Quad Core Intel Xeon X5450, 2x6 MB Cache, 3.0 GHz, 1333 MHz FSB
4GB @ 667 MHz RAM
146 GB 15K RPM Primary Hard Drive
• Gigabit Ethernet Network Adapter (NIC)
■ DVD-ROM Drive
■ Database Server Hardware
Dual Quad Core Intel Xeon X 5450, 2x6 MB Cache, 3.0 GHz, 1333 FSB
■ 8 GB @ 667 MHz Ram
• 146 GB RPM Primary Hard Drive
■ Gigabit Ethernet Adapter (NIC)
■ DVD-ROM Drive
■ Client
o Intranet/Broadband Access
o Microsoft IE 7
o Microsoft NET Framework 3.5 (Technician Workstation)
FASTER
Schedule B Agreement No. DEN 10719
Schedule B: City of Denton, TX FASTER Web Migration Plan
(Specific dates will be set as part of the project kick-off meetings in cooperation
with the City of Denton.)
DEN: Week 1: Implementation Organization
• Create Project Plan
Project Planning Conference Call
FASTER: Accounting Extract Requirements Questionnaire provided
DEN: Week 2. Project Kick-off & Infrastructure Validation
• DENTON: Remote Connectivity Validation
• Project Kick Off Conference Call
• Data Mapping and Exceptions Kick-Off Meeting
• DENTON: Networking Hardware Worksheet Completed
• Active Issues Conference Call
• Remote Fleet Consultation: Asset Domain
DEN: Week 4: Data Migration & Consultation: Vendors
Inventory
0 Active Issues Conference Call
DEN: Week 3: Data Migration & Remote Consultation: As-
set
FASTER '
Schedule B Agreement No. DEN10719
• Remote Fleet Consultation: Vendors
• Remote Fleet Consultation: Inventory Domain
DEN: Week 5: Data Migration & Remote Consultation:
Maintenance
• Active Issues Conference Call
• Remote Fleet Consultation: Maintenance Domain
• DENTON: Data Mapping and Exceptions Document submission
DEN: Week 6: Data Migration & Remote Consultation: Ac-
counting / Reports
Active Issues Conference Call
• Remote Fleet Consultation: Reports Domain
• Remote Fleet Consultation: Accounting Domain
DEN: Week 7: Data Migration & Consultation: Security /
Application Settings
• Active Issues Conference Call
• Remote Fleet Consultation: Security and Set Up
• DENTON: Accounting Extract Requirements Questionnaire
Delivery & sign-off
DEN: Week 8: Data Migration & Consultation: Fuel
• Active Issues Conference Call
• Remote Fleet Consultation: Fuel Domain
DEN: Week 9: FASTER Installation
• Active Issues Conference Call
Remote Installation (FASTER Web Core Product/ Web Services)
FASTER =
Schedule B Agreement No. DEN10719
• WARD delivers fuel integration
DEN: Week 10: On-Site Fleet Consultation
• Active Issues Conference Call
FASTER / Ward fuel integration configuration and testing
• On-Site Fleet Consultation
• Active Issues Conference Call
• Key User Training: Security and Set Up
• Key User Training: Asset Domain
• Key User Training: Fuel Management
DEN: Week 12: Remote Key User Training
• Active Issues Conference Call
• Key User Training: Vendors
• Key User Training: Inventory Domain
DEN: Week 13: Remote Key User Training
• Active Issues Conference Call
• Key User Training: Maintenance Domain
• Key User Training: Technicians Workstation
Key User Training: Shop Floor Manager/ Customer Portal
DEN: Week 11: Remote Key User Training
CASTER'
Schedule B Agreement No. DEN10719
DEN: Week 14: Remote Key User Training
Active Issues Conference Call
• Key User Training: Accounting Domain
• Key User Training: Reports Domain
• Migration Database Demo
• FASTER: Migration Database delivered
DEN: Week 15: System Validation & Go-Live Prep
• Active Issues Conference Call
FASTER: Accounting Extract Delivery
DENTON: Migration Database sign-off
DENTON: Fuel Integration sign-off
DENTON: Accounting Extract sign-off
DEN: Week 16: End User Training / Go Live
• Active Issues Conference Call
• On-Site End User Training
• Go-Live Database Delivered
• On-Site Go-Live
DEN: Week 17: Notice of Acceptance
0 Active Issues Conference Call - Final
FASTER Cpa
'I I
Schedule B Agreement No. DEN10719
• Notice of Acceptance on Migration to FASTER Web
• (The following items will be planned for post-go-live installation.)
Fleet Commander Integration TBD TBD
• NAPA TAMS2 Integration (FASTER prefers to have the NAPA
integration as part of the above system go-live. But this
integration can be implemented after go-live.) TBD TBD
(For all integrations that require third party vendor's participation, delivery dates depend on those third
party vendor's willingness to commit proper resources. To that end, FASTER will coordinate directly
with third party vendors but may need Denton to require commitments to deadlines.) In the event
FASTER encounters an issue that may cause a delay or impediment concerning any 3rd party vendor, it
shall notify Customer within three (3) days of such occurrence. Integrations are:
EJ Ward, NAPA TAMS2, Accounting Extract and Motor Pool integration
1. PROJECT IMPLEMENTATION
This statement of work (SOW) identifies the following components of your purchase. Software
products: Integrations; Custom reports and dashboards; and Customizations to the software.
Implementation Services: Consulting services; Training; Installation services; Project Management.
And on-going support services.
A typical implementation takes 60 to 120-days. This time-frame will be determined by the complexity
of your conversion, the number of integrations, and your staff's availability for training. Immediately
after a signed contract is in place (or at a time that is conducive to your staff), your key-users and
managers will participate in two project planning meetings with FASTER's Implementation Team:
1. In this first meeting, Project Planning Meeting, FASTER's Implementation Team will review all
aspects of the tasks and time frames for deliverables that will be your responsibilities and
FASTER"s responsibilities. And prior to this meeting FASTER will give you a rough draft of an
implementation project plan for you to review.
In this meeting you will have the chance to clarify and modify the project plan. The goal of this
1St Project Planning Meeting is to conclude with specific dates being established for all tasks for
your project plan. You will then have one week to further consider, nail-down and modify these
project dates.
2. Approximately one-week from the above Project Planning Meeting there will be a Project
Planning Finalization Meeting, where your key-users and managers will confirm commitment to
FASTER°
Schedule B Agreement No. DEN10719
the tasks and dates of your project plan. At that time your team will need to designate who from
your organization is the point-person for the project.
II. PROJECT CHANGES AND DELAYS
After the above meetings establish a firm project plan, only FASTER's Project Manager can agree to
changes in the project plan on FASTER"s behalf. Informing a FASTER consultant or trainer of a desired
change will not assure that a project task can be made. Since this implementation is a complex
endeavor, the Project Manager is the only person that can provide a change on FASTER's behalf. And
we will expect that your point-person is the only party in your organization that can agree to project
changes.
Your team and FASTER will be allocating staff for important tasks that are key to your successful go-
live. And most of the tasks have many dependencies. So once the project starts, tasks likely cannot
be changed without increasing your cost and possibly delaying your go-live date. Also, it is critical that
you be able to provide the people and tasks that FASTER will need at the times that are planned.
There is often a temptation to believe: "We can take care of that after go-live." To be frank this is the
common excuse used when someone is not able to fulfill responsibilities during the implementation.
The problem with this is two-fold: First since most of what you want to get out of a fleet system is
dependent on a variety of things, procrastinating aspects of an implementation can have undesired
and costly consequences. Also FASTER is allocating resources that you paid for to do this
implementation in a certain time-period. And both your and FASTER's resources will have other duties
after the implementation and likely will not be available after go-live. And the truth is putting off to
after go-live may mean that additional cost in consulting or training time may need to be charged.
And we want to avoid that as much as you do. It is important to note that there is a difference
between being flexible and being poorly planned. Fleet management is a complex business enterprise
and a successful implementation of a fleet system that will truly equip you to manage your business
will allow very little flexibility in the project management. So we want to share with you now that
during the implementation you may be annoyed with our need to remain disciplined, but after your
go-live you will thank us for staying true to the plan we both agree upon in the above project planning
meetings.
Therefore, please be aware that any change to task time-frames after you agree to them in the 2nd
meeting noted above, the project finalization meeting, may not be able to be accommodated due to.
our resources not being available. Or changes could lead to added charges to you that stem from the
change.
Our Project Manager will do his/her best to accommodate changes you may want. But for example, if
employees don't show up for training this could lead to'rescheduling additional training or burdening
your managers doing training they don't have time to do.
It is also critical that your team be clear on all data needs. After the conversion takes place, it will
lead to added cost to later make changes in your data. We say this, because we have seen customers
FASTER°
Schedule B Agreement No. DEN10719
not be pro-active in identifying their data conversion needs. And as a consequence, they realize things
they want related.to data conversion after that part of the project is complete.
Therefore, in some cases a change to the project could lead to added project management cost,
training, consulting, or data conversion costs. And in cases where we can avoid an extra charge for a
project change, please understand that at the very least, if you request a change after travel plans
have been made, we need to charge for any added travel cost incurred by FASTER.
We go into such depth about project plan changes in the contract to create the right level of
commitment in your organization so that we can partner to get you a great return on your
investment. And a successful and well planned project implementation is a critical part of your future
success with your new fleet management system.
FASYER°
Software Maintenance Agreement No. DEN10719
1. CUSTOMER: CITY OF DENTON
FASTER Asset Solutions, hereinafter referred to as "FASTER", and the City of Denton, hereinafter
referred to as "Customer", hereby enter into a software maintenance agreement in accordance with
the following terms and conditions.
II. TERMS
This agreement includes automatic renewal on an annual basis with annual fees increasing 3% per
year. This agreement may be terminated by either party at any time providing 60 days written
notice to the other party.
III.FEE
Maintenance fees shall be payable yearly in advance. The fee for the 12 month period beginning after
The City of Denton's Go-Live is $18,000.00. This fee covers support services for the FASTER Fleet
Management System as specified in detail in Schedule A, of that certain License Agreement(herein so
called), dated on or about even date herewith, by and between FASTER and Customer.
IV.CHANGES IN TERMS, CONDITIONS AND FEES
FASTER may change its software maintenance fees, terms, and conditions upon 90 days written
notice to Customer on annual basis, at a maximum of 3% per annum, but no such change shall be
effective until the current software maintenance contract expires.
V.COVERAGE
The software covered in this agreement includes FASTER, the fleet management system, and all
options/additions outlined in Schedule A to the License Agreement. This agreement also covers all
ongoing support which includes, but is not limited to, phone consultation, remote diagnostic
capabilities, site visits (when possible), and periodic updates to the software, with accompanying
updates to the user manual.
Customer agrees to provide FASTER with data dumps or error logs, as requested and with sufficient
support and test time on Customer's computer system to duplicate the problem and certify that the
problem has, indeed, been fixed.
Customer shall inform FASTER in writing of any modifications made by Customer to the software.
FASTER shall not be responsible for maintaining Customer-modified portions of the software or for
maintaining portions of the software affected by Customer-modified portions of the software.
Corrections for difficulties or defects traceable to Customer errors or system changes will be billed at
standard FASTER's time and materials rates. Any corrections or alterations to, or new versions of, the
FASTER Maintenance Agreement I January 3, 2011
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FASTER'
Software Maintenance Agreement No. DEN10719
software that FASTER may deliver to customer under this agreement shall be limited to one copy of
such software and documentation delivered to the Customer.
VI.PROPRIETARY RIGHTS
Any changes, additions, and enhancements in the form of new or partial programs or documentation
as may be provided under this agreement, shall remain the proprietary property of FASTER. The
software programs specified above will include, under its proprietary restrictions, any such additional
programming and documentation provided under this agreement.
VII.TERMINATION
In the event of termination of the software License Agreement, specified above, through default by
Customer, or otherwise, FASTER's obligations under this software maintenance agreement shall
immediately end and this agreement shall automatically terminate. FASTER may terminate this
agreement in the event of default by Customer. Default by the Customer includes Customer's failure
to pay the annual maintenance within 30 days notice that the same is thirty days or more delinquent.
In the event FASTER shall fail or refuse to perform any obligation hereunder, FASTER shall be in
default hereunder. In the event of default by FASTER, if such default shall be continuing after ten (10)
days notice and a reasonable opportunity to cure, Customer may exercise any rights or remedies
available by law,, equity, contract or otherwise. The remedies provided herein are cumulative and
may be exercised concurrently. The exercise of any remedy provided herein by Customer shall not in
any instance, be deemed to constitute an election of remedies by Customer.
VIII.GENERAL
This agreement is binding when accepted by FASTER and the Customer, indicated by the authorized
signatures below. This agreement will be governed by the laws of the State of Texas. This agreement
is performable in Denton County, Texas. Sole and exclusive venue for any action related to this
Agreement shall be in courts of competent jurisdiction of Denton County, Texas.
The terms and conditions stated herein supersede all prior agreements between parties relating to the
subject matter of this agreement. This agreement may be changed or modified only in writing.
FASTERM Maintenance Agreement I January 3, 2011
Page 2
FASTER"
Software Maintenance Agreement No. DEN10719
Notice: All notices, demands, requests, and other communications required hereunder shall be in
writing, and shall be deemed to be delivered, upon the earlier to occur of (a) the date provided if
provided by telephonic facsimile, and (b) the date of the deposit of, in a regularly maintained
receptacle for the United States Mail, registered or certified, return receipt requested, postage
prepaid, addressed as follows:
FASTER Asset Solutions
Jeannine Youngs
2700 International Pkwy, #300
Virginia Beach, VA 23452
Telecopy: (757)217-9710
City of Denton
Mr. George C. Campbell
215 McKinney
Denton, TX 76209
Telecopy(940)349-8492
FASTER `Z Maintenance Agreement I January 3, 2011
1 Page 3
FASTEIQ'm"
Software Maintenance Agreement No. DEN 10719
AGREED TO:
City of Denton
By
Title: George C. Campbell,
City Manager
Date: ~9 zo i
Telephone
FAX # a3y'/ ~~LI
George C. Campbell, City Manager
FASTER Asset Solutions:
By:
Title: CFO
Date: ~e ?o f
Telephone (757)623-1700 ext. 2404
FAX # (757)217-9710
Jeannine Youngs, CFO
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: Z"(~'
FASTER Maintenance Agreement I January 3, 2011
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