R-08-02-14-9B2 - 2/14/2008 RESOLUTION NO. R-08-02-14-9B2
WHEREAS, the City has a need for technical services for the
purchase, installation, and support of fleet maintenance software, and
WHEREAS, CCG Systems, Inc. has submitted an agreement to provide
said services, and
WHEREAS, the City Council desires to enter into said agreement
with CCG Systems, Inc. , Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on
behalf of the City a Software License Agreement with CCG Systems, Inc .
for the for the purchase, installation, and support of fleet
maintenance software, a copy of said agreement being attached hereto as
Exhibit "A" and incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of
the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to the
public as required by law at all times during which this Resolution and
the subject matter hereof were discussed, considered and formally acted
upon, all as required by the Open Meetings Act, Chapter 551, Texas
Government Code, as amended.
RESOLVED this 14th day of February, 8 .
NYL ELL, a r
Ci y Round Rock, Texas
ATTEST:
SARA L. WHITE, City Secretary
O:\wdox\RESOLUTI\R80214B2.WPD/rmc
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• CCG Systems,Vic. Software License A Bement
* Trusr us to be rhefeE4ST&w .
The bo ttr m*f i1*rftnt system Ne you(Htet.
LICENSE AGREEMENT NO. # RR051007
CCG Systems, Inc. hereinafter referred to as "CCG", agrees to grant to the City of Round Rock, TX,
hereinafter referred to as "Customer",and Customer agrees to accept from CCG, Inc. in accordance with
the following terms and conditions, a permanent non-exclusive single site license for use of CCG
proprietary software as detailed in Schedule A.
L CCC SUPPLIED PRODUCTS
A. Software Designation: FASTER Fleet Management System$User Licenses.
B. Support Services as listed in Schedule A
C. Other Services: As listed in Schedule A
ZZ. PAYMENT AND ACCEPTANCE TERMS
Payment is due on all delivered software and services in accordance with the following schedule
and as described in the acceptance document approved by CCG Systems and Customer:
• Start of Project or Receipt of Purchase Order Net 30 days 30%of total contract
Completion of Installation&System Configuration Net 30 days 30%of total contract
• Completion of Key User Training Net 30 days 20%of total contract
• Acceptance of System Net 30 days 20%of total contract
System Acceptance of the FASTER software will be executed from a joint plan and checklist
prepared by the CCG Project Manager and the City of Round Rock implementation team as part of
the initial phase of installation and training. This plan and checklist will be updated with
outstanding issues as the site personnel gain both knowledge of and experience with the system.
The FASTER request for system acceptance will be presented to the City of Round Rock after a
review of the system's performance and based upon the outstanding issues provided by the City of
Round Rock. The review will include a checklist of the features and functionality of the FASTER
system, interfaces, and customizations. From the review, the City of Round Rock will sign off on
the listed features and functions accepted and present CCG with a list of any outstanding concerns
or challenges required for full acceptance. The CCG project manager will review any outstanding
issues or challenges and prepare a plan of action and a second acceptance document. Upon
accepting these items,the City of Round Rock will formally accept the FASTER System and provide
final payment to CCG Systems, Inc.
:EXHIBIT
ttA tl
CCG Systems,Inc.•612 Colonial Ave. Norfolk,VA 23507. 1-800-75FASTER
Page 1 of 8
i
II.I. 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 CCG may be required to collect, or pay, upon the sale or
delivery of items purchased or licensed. If a certificate of exemption, or similar document or
proceeding, is to be made in order to exempt the sale from sales or use tax liability, the Customer
will obtain and pursue such certificate,document or proceeding.
IV. PROPRIETARY RIGHTS OF CCG Systems, Inc. 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 CCG to Customer are subject to the proprietary rights of CCG.
Customer agrees that the programs, documentation, and all information or data supplied by
CCG, in machine-readable form are trade secrets of CCG, are protected by civil and criminal
law, and by the law of copyright,are very valuable to CCG, and that their use and disclosure
must be controlled. Customer further understands that operator manuals, training aids, and
other written materials are subject to the copyright act of the United States.
TI'T'LE: CCG retains title to the programs, documentation, information or data furnished by
CCG in machine-readable form, and training materials. CCG does not retain title to operator
manuals and other materials bearing the CCG copyright notice, but these items shall not be
copied except as herein provided.
Customer shall keep each and every item to which CCG retains title free and clear of all
claims, liens and encumbrances except those of CCG; and any act of Customer, voluntary or
involuntary,purporting to create a claim, lien,or encumbrance on such an item shalt be void.
B. RESTRZCTZOIYS ON CUSTOMER USE
The computer programs and other items supplied by CCG hereunder are for the sole use of
Customer at their location,supporting only workstations operated by Customer.
1. COMPETITIVE USES: Customer agrees that while this license is in effect or while it
has custody or possession of any property of CCG, it will not directly or indirectly lease,
license, sell, offer, negotiate, or contract to provide any software similar to that supplied
under this 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 CCG, 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 CCG
in machine-readable form.
CCG Systems,Inc.• 612 Colonial Ave. Norfolk,VA 23507.1.800-75FASTER
Page 2 of 8
•
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. USE ,'STRICTION& The computer programs licensed hereunder shall be used only
on the networked PC's and their associated peripheral units at the same site.
4. INSPECTION: To assist CCG in the protection of its proprietary rights,Customer shall
permit representatives of CCG to inspect, at all reasonable times, any location at which
items supplied are being used or kept.
C, TRANSFER OF LICENSE RIGHTS
The Customer's rights to use the programs, documentation, manuals, and other materials
supplied by CCG 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 CCG,which shall
not be unreasonably withheld.
D. REMEDIES
If Customer attempts to use,copy,license,or convey the items supplied by CCG hereunder, in
a manner contrary to the terms of this agreement or in competition with CCG or in derogation
of CCG's proprietary rights, whether these rights are explicitly herein stated, determined by
law, or otherwise. CCG shall have, in addition to other remedies available to it, the right to
seek injunctive relief enjoining such action.
E. BrNDING EFFECT AND DEFINITXONS
The Customer agrees that this agreement binds the named Customer and each of its
employees, agents, representatives, and persons associated with it. This agreement further
binds each affiliated organization and any person, firm,corporation,or other organization with
which the Customer may enter a joint venture or other cooperative enterprise. The term
employee means individual on whose behalf the Customer withholds income taxes or makes
contributions under the federal insurance contributions act or similar statutes in other nations.
V. WARRANTY
A. SOFTWARE
For one (1) year following installation, CCG will design, code, check out, document, and
deliver promptly any amendments or alterations to the software that may be required to correct
errors present at the time of acceptance. This warranty is contingent upon Customer advising
CCG in writing of such errors within one(1)year from installation as defined herein.
CCG Systems,Inc. •612 Colonial Ave. Norfolk,VA 23507.1-800-75FASTER
- Page 3 of 8
•
Following the warranty period Customer may continue to receive CCG's software
maintenance by Customer's execution of CCG's then standard agreement and payment of
CCG's then current charge for such maintenance.
B. NO OTHER WARRANTIES
Except for the express warranties stated in paragraph V. A. above, CCG disclaims all
warranties with regard to the CCG product sold hereunder, including all implied warranties of
marketability and fitness and all obligations or liabilities on the part of CCG for damages
including, but not limited to, consequential damages arising out of, or in connection with,the
use or performance of the system.
C. EXCLUSION OF ZNCIDENTAL, CONSEQUENTIAL AND CERTAIN
OTHER DAMAGES.
To the maximum extent permitted by applicable law, in no event shall CCG Systems 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 CCG
Systems or any supplier has been advised of the possibility of such damages.
V1. GENERAL
This agreement can not be assigned without prior written consent of CCG. 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 CCG,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.
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.
No action, regardless of form, arising out of this agreement may be brought by either party more
than three (3)years after the cause of action has arisen, or, in the case of non-payment, more than
three(3)years from the date of the last payment.
Contracts between public agencies utilizing an existing solicitation or current requirement contract
of one of the public agencies that is party to the contract for which:
(a) The original contract met the requirements of this chapter;
(b) The contract allows other public agency usage of the contract;and
(c) The original contracting public agency concurs.
CCG Systems,Inc.- 612 Colonial Ave. Norfolk,VA 23507. 1-800-75FAVER
Page 4of8
In addition to the City of Round Rock,and with approval of the contracted vendor,this Contract 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.
This agreement will be governed by the laws of the State of 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 CCG Systems, Inc.
offices in Norfolk, VA. An escrow account may be established specifically for the City of Round
Rock with the CCG Systems, Inc. Escrow Agent. A set up fee and an annual maintenance fee for
this escrow account will apply. However, CCG Systems, Inc., in the event that they are no longer
able to support, enhance, and further market the FASTER software will make available all source
code to all customers who are active and up to date on their support service contract with CCG
Systems.
AGREED TO:
CUSTOMER: CCG SYSTEMS,INC
By: By:
Title: Title:
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CCG Systems,Inc, . 612 Colonial Ave.Norfolk,VA 23507. 1-800-75FASTER
Page 5of8
• CCG Systems, C. Software MaintenartOe Agreement
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rr11 $ t us to be ( here .
94STE
The Wtv,monaq*rn tnt s"tvn f*r your fleet.
NAME AND ADDRESS OF CUSTOMER: City of Round Rock
CCG Systems, Inc.hereinafter referred to as"CCG",and the City of Round Rock,TX hereinafter referred
to as "Customer", agree to enter into a software maintenance agreement in accordance with the following
terms and conditions.
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 providing 60 days written notice to the other party.
FEE
Maintenance fees shall be payable yearly in advance. The fee for the 12 month period beginning I year
from the customer's installation date is $:: ::.t .0 This fee covers support services for the FASTER
fleet management system as specified in detail in Schedule A.
CHANGES IN TERMS, CONDITIONS AND FEES
CCG may change its software maintenance fees, terms, and conditions upon 90 days written notice to
customer,but no such change shall be effective until the current software maintenance contract expires.
TAXES AND DUTIES
There shall be added to maintenance fees and other charges to this agreement amounts equal to any tariff,
duties and/or sales or use tax, or any tax in lieu thereof, imposed by any government or governmental
agency with respect to the services rendered by CCG under this agreement.
COVERAGE
The software covered in this agreement includes FASTER, the fleet management system, and all
options/additions outlined in Schedule A. This agreement also covers all ongoing support and training
which includes, but is not limited to, phone consultation, remote diagnostic capabilities, site visits(when
possible), educational opportunities such as regional training and annual users' conference, regular
newsletters,and periodic updates to the software,with accompanying updates to the user manual.
During the term of this agreement, CCG will correct or replace software and/or provide services
necessary to remedy any programming error which is attributed to CCG and which significantly affects
use of the software. Such corrections, replacement or services will be promptly accomplished after
customer has identified and notified CCG of any such error.
Customer agrees to provide CCG 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 CCG in writing of any modifications made by customer to the software. CCG
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.
CCG Systems,Inc. . 612 Colonial Ave. Norfolk,VA 23507.1-800-75FASTER
Page 6 of 8
Corrections for difficulties or defects traceable to customer errors or system changes will be billed at
standard CCG's time and materials rates. Prices include a time rate of$125.001hr and materials billed at
cost. These prices are subject to reasonable increases.
Any corrections or alterations to, or new versions of, the software that CCG may deliver to customer
under this agreement shall be limited to one copy of such software and documentation delivered to the
customer.
TRA VEL EXPENSE
Customer shall reimburse CCG for any out-of-pocket expenses incurred at customer's request, including
travel to and from the customer site, lodging, meals, telephone, and shipping, as may be necessary in
connection with duties performed under this agreement by CCG.
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 CCG. The software
programs specified above will include, under its proprietary restrictions, any such additional
programming and documentation provided under this agreement.
TERMINATION
In the event of termination of the software license agreement, specified above, through default by
customer, CCG's obligations under this software maintenance agreement shall immediately end. CCG
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.
GENERAL
This agreement is binding when accepted by CCG Systems, Inc.and the City of Round Rock, indicated by
the authorized signatures below. This agreement will be governed by the laws of the State of 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.
CUS'T'OMER: CCG SYSTEMS,INC.:
By: By:
Title: Title: , Ide-A14
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CCG Systems,Inc.. 612 Colonial Ave. Norfolk,VA 23507+1-800-75FASTER
Page 7 of 8
SCHEDULE A
Summary Pricing for City of Round Rock TX. 10-12-2007
Item Description Tota
FASTER Software using FASTER Server,8 clients, (1) Fuel
site's interface $34,400
MS SQL Database �inctudes one year support)
Implementation Services and Project
Project Management Management $12,500
Bar Code Module
(hardware required) $2,400
Installation of the FASTER System
Installation Onsite services includes travel and $5,600
living
User Instruction On site 2 days (56 Hours)on site includes $9,950
travel and living
Data ConversionNot to Exceed $3,000
Total First Year Cost $67,850
**Annual Support Services**
Annual Support Service Renewable support agreement with
(after first year) CCG Systems(includes support costs $81000
for all first-year items).
Optional Comp•
(1)attendees to a 3 day Regional
Crystal Reports Training Session for FASTER Crystal Reports $1,200
`__._. _._ --._.... ....writing._.. _...._._._ _. .
Accounting Interface Not Priced TBD
User Instruction On site 3 days(24 Hours) on site includes $4,350
travel and living
CCG Systems, Inc.• 612 Colonial Ave. Norfolk,,VA 23507 .1-800-75FASTER
Page 8 of 8
DATE: February 7, 2008
SUBJECT: City Council Meeting - February 14, 2008
ITEM: 9B2. Consider a resolution authorizing the Mayor to execute a License
Agreement with CCG Systems, Inc. for the purchase of fleet
maintenance software.
Department: Transportation Services
Staff Person: Thomas G. Martin, P.E., Director of Transportation Services
Justification:
The City advertised and received four proposals on July 31, 2007. The proposals were to
include: eight (8) licenses, Project Management, Bar code reader, Installation, on site
training and Data conversion from our current system. Each vendor evaluated using best
value criteria established by a team of users from the Finance Department and Public
Works. This new system will allow us to integrate our Finance and Fuel systems.
Funding:
Cost: $67,850.00
Source of funds: General Self Finance Construction Fund
Outside Resources: N/A
Background Information:
The City solicited proposals from vendors for the replacement of the existing Fleet
Maintenance software (Versa Trans/Fleet Vision). This vendor no longer supports software
for municipal fleet maintenance.
Public Comment: N/A
EXECUTED
DOCUMENT
FOLLOWS
No Text
C Systems,Sl�C. Sof ware License Aeeement
r r u S r us ro be th reE4ST .
The bettrer m*ftjt*r(*nt system Nr yauf fleet.
LICENSE AGREEMENT NO. # RR051007
CCG Systems, Inc. hereinafter referred to as "CCG", agrees to grant to the City of Round Rock, TX,
hereinafter referred to as "Customer",and Customer agrees to accept from CCG, Inc. in accordance with
the following terms and conditions, a permanent non-exclusive single site license for use of CCG
proprietary software as detailed in Schedule A.
L CCG SUPPLIED PRODUCTS
A. Software Designation: FASTER Fleet Management System User Licenses.
B. Support Services as listed in Schedule A
C. Other Services: As listed in Schedule A
II. PAYMENT AND ACCEPTANCE TERMS
Payment is due on all delivered software and services in accordance with the following schedule
and as described in the acceptance document approved by CCG Systems and Customer:
• Start of Project or Receipt of Purchase Order Net 30 days 30%of total contract
Completion of Installation&System Configuration Net 30 days 30%of total contract
! Completion of Key User Training Net 30 days 20%of total contract
• Acceptance of System Net 30 days 20%of total contract
System Acceptance of the FASTER software will be executed from a joint plan and checklist
prepared by the CCG Project Manager and the City of Round Rock implementation team as part of
the initial phase of installation and training. This plan and checklist will be updated with
outstanding issues as the site personnel gain both knowledge of and experience with the system.
The FASTER request for system acceptance will be presented to the City of Round Rock after a
review of the system's performance and based upon the outstanding issues provided by the City of
Round Rock. The review will include a checklist of the features and functionality of the FASTER
system, interfaces, and customizations. From the review, the City of Round Rock will sign off on
the listed features and functions accepted and present CCG with a list of any outstanding concerns
or challenges required for full acceptance. The CCG project manager will review any outstanding
issues or challenges and prepare a plan of action and a second acceptance document. Upon
accepting these items,the City of Round Rock will formally accept the FASTER System and provide
final payment to CCG Systems, Inc.
CCG Systems,Inc.•512 Colonial Ave. Norfolk,VA 23507. 1-800-75FASYER
00-61,—14—c7 67-- Page 1 of 8
t
rlr. 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 CCG may be required to collect, or pay, upon the sale or
delivery of items purchased or licensed. if a certificate of exemption, or similar document or
proceeding, is to be made in order to exempt the sale from sales or use tax liability, the Customer
will obtain and pursue such certificate,document or proceeding.
IV. PROPRIETARY RIGHTS OF CCG Systems, Inc. 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 CCG to Customer are subject to the proprietary rights of CCG.
Customer agrees that the programs, documentation, and all information or data supplied by
CCG, in machine-readable form are trade secrets of CCG, are protected by civil and criminal
law, and by the law of copyright,are very valuable to CCG, and that their use and disclosure
must be controlled. Customer further understands that operator manuals, training aids, and
other written materials are subject to the copyright act of the United States.
TITLE; CCG retains title to the programs, documentation, information or data furnished by
CCG in machine-readable form, and training materials. CCG does not retain title to operator
manuals and other materials bearing the CCG copyright notice, but these items shall not be
copied except as herein provided.
Customer shall keep each and every item to which CCG retains title free and clear of all
claims, liens and encumbrances except those of CCG; 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 CCG hereunder are for the sole use of
Customer at their location,supporting only workstations operated by Customer.
1. COMPETITIVE USES: Customer agrees that while this license is in effect or while it
has custody or possession of any property of CCG, it will not directly or indirectly lease,
license, sell, offer, negotiate, or contract to provide any software similar to that supplied
under this 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 CCG, 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 CCG
in machine-readable form.
CCG Systems,Inc.. 612 Colonial Ave. Norfolk,VA 23507.1-800-75FASTER
Page 2 of 8
•
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. USE RESTRICTIONS; The computer programs licensed hereunder shall be used only
on the networked PC's and their associated peripheral units at the same site.
4. INSPECTION: To assist CCG in the protection of its proprietary rights,Customer shall
permit representatives of CCG to inspect, at all reasonable times, any location at which
items supplied are being used or kept.
C, TRANSFER OF LICENSE RIGHTS
The Customer's rights to use the programs, documentation, manuals, and other materials
supplied by CCG 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 CCG,which shall
not be unreasonably withheld.
D. REMEDZES
If Customer attempts to use,copy,license,or convey the items supplied by CCG hereunder, in
a manner contrary to the terms of this agreement or in competition with CCG or in derogation
of CCG's proprietary rights, whether these rights are explicitly herein stated, determined by
law, or otherwise. CCG shall have, in addition to other remedies available to it, the right to
seek injunctive relief enjoining such action.
E. BJrNDZNG EFFECT AND DEFINITIONS
The Customer agrees that this agreement binds the named Customer and each of its
employees, agents, representatives, and persons associated with it. This agreement further
binds each affiliated organization and any person, firm,corporation,or other organization with
which the Customer may enter a joint venture or other cooperative enterprise. The term
employee means individual on whose behalf the Customer withholds income taxes or makes
contributions under the federal insurance contributions act or similar statutes in other nations.
V. WARRANTY
A. SOFTWARE
For one (1) year following installation, CCG will design, code, check out, document, and
deliver promptly any amendments or alterations to the software that may be required to correct
errors present at the time of acceptance. This warranty is contingent upon Customer advising
CCG in writing of such errors within one(1)year from installation as defined herein.
CCG Systems,Inc. .612 Colonial Ave. Norfolk,VA 23507.1-800-75FASTER
Page 3 of 8
s
Following the warranty period Customer may continue to receive CCG's software
maintenance by Customer's execution of CCG's then standard agreement and payment of
CCG's then current charge for such maintenance.
B. NO OTHER WARRANTIES
Except for the express warranties stated in paragraph V. A. above, CCG disclaims all
warranties with regard to the CCG product sold hereunder, including all implied warranties of
marketability and fitness and all obligations or liabilities on the part of CCG for damages
including, but not limited to, consequential damages arising out of, or in connection with,the
use or performance of the system.
C. EXCLUSION OF INCZDENTAL, CONSEQUENTIAL AND CERTAIN
OTHER DAMAGES.
To the maximum extent permitted by applicable law, in no event shall CCG Systems 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 CCG
Systems or any supplier has been advised of the possibility of such damages.
VI: GENERA.
This agreement can not be assigned without prior written consent of CCG. 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 CCG,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.
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.
No action, regardless of form, arising out of this agreement may be brought by either party more
than three (3)years after the cause of action has arisen, or, in the case of non-payment, more than
three(3)years from the date of the last payment.
Contracts between public agencies utilizing an existing solicitation or current requirement contract
of one of the public agencies that is party to the contract for which;
(a) The original contract met the requirements of this chapter;
(b) The contract allows other public agency usage of the contract;and
(c) The original contracting public agency concurs.
CCG Systems,Inc.- 612 Colonial Ave. Norfolk..YA 23507.1-800-75FASTER
Page 4 of 8
In addition to the City of Round Rock,and with approval of the contracted vendor,this Contract 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.
This agreement will be governed by the laws of the State of 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 CCG Systems, Inc.
offices in Norfolk, VA. An escrow account may be established specifically for the City of Round
Rock with the CCG Systems, Inc. Escrow Agent. A set up fee and an annual maintenance fee for
this escrow account will apply. However, CCG Systems, Inc., in the event that they are no longer
able to support, enhance, and further market the FASTER software will make available all source
code to all customers who are active and up to date on their support service contract with CCG
Systems.
AGREED TO:
CUSTOMER: CCG SYSTEMS,INC :
By: By: /7
Title: Title: r� I
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CCG Systems,Inc. . 612 Colonial Ave.Norfolk,VA 23507.1-800-75FASTER
Page 5of8
CCG-Systems,S stems, c. Software afntenai `e Agreement
FASTEK
trustus robe there .
The Wtrr monag4raloot WAMn for yaw fleet.
NAME AND ADDRESS OF CUSTOMER: City of Round Rock
CCG Systems, Inc.hereinafter referred to as"CCG",and the City of Round Rock,TX hereinafter referred
to as "Customer", agree to enter into a software maintenance agreement in accordance with the following
terms and conditions.
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 providing 60 days written notice to the other party.
FEE
Maintenance fees shall be payable yearly in advance. The fee for the 12 month period beginning 1 year
from the customer's installation date is $_:_: This fee covers support services for the FASTER
fleet management system as specified in detail in Schedule A.
CHANGES IN TERMS, CONDZTZONS AND FEES
CCG may change its software maintenance fees, terms, and conditions upon 90 days written notice to
customer,but no such change shall be effective until the current software maintenance contract expires.
TAXES AND DUTIES
There shall be added to maintenance fees and other charges to this agreement amounts equal to any tariff,
duties and/or sales or use tax, or any tax in lieu thereof, imposed by any government or governmental
agency with respect to the services rendered by CCG under this agreement.
COVERAGE
The software covered in this agreement includes FASTER, the fleet management system, and all
options/additions outlined in Schedule A. This agreement also covers all ongoing support and training
which includes, but is not limited to, phone consultation, remote diagnostic capabilities, site visits(when
possible), educational opportunities such as regional training and annual users' conference, regular
newsletters,and periodic updates to the software,with accompanying updates to the user manual.
During the term of this agreement, CCG will correct or replace software and/or provide services
necessary to remedy any programming error which is attributed to CCG and which significantly affects
use of the software. Such corrections, replacement or services will be promptly accomplished after
customer has identified and notified CCG of any such error.
Customer agrees to provide CCG 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 CCG in writing of any modifications made by customer to the software. CCG
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.
CCG Systems,Inc. -612 Colonial Ave. Norfolk,VA 23507.1-800-75FASTER
Page 6of8
f
Corrections for difficulties or defects traceable to customer errors or system changes will be billed at
standard CCG's time and materials rates. Prices include a time rate of$125.00/hr and materials billed at
cost. These prices are subject to reasonable increases.
Any corrections or alterations to, or new versions of, the software that CCG may deliver to customer
under this agreement shall be limited to one copy of such software and documentation delivered to the
customer.
TRAVEL EXPENSE
Customer shall reimburse CCG for any out-of-pocket expenses incurred at customer's request, including
travel to and from the customer site, lodging, meals, telephone, and shipping, as may be necessary in
connection with duties performed under this agreement by CCG.
PROPRIETARY RZGNTS
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 CCG. The software
programs specified above will include, under its proprietary restrictions, any such additional
programming and documentation provided under this agreement.
TERMZNATZON
In the event of termination of the software license agreement, specified above, through default by
customer, CCG's obligations under this software maintenance agreement shall immediately end. CCG
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.
GENERAL
This agreement is binding when accepted by CCG Systems, Inc.and the City of Round Rock, indicated by
the authorized signatures below. This agreement will be governed by the laws of the State of 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.
CUSTOM CCG SYSTEMS, C.:
04
By: By:
Title: Title:
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CCG Systems,Inc.•612 Colonial Ave. Norfolk,VA 23507.1-800-75FASIER
Page 7 of 8
SCHEDULE A
Summary Pricing for City of Round Rock TX. 10-12-2007
Total
Item Description I
FASTER Software using FASTER Server, 8 clients, (1) Fuel
site's interface • ' $34,400
MS SQL Database ....
_.__...,_._(In!;[y4qsone year support
Implementation Services and Project
Project Management Management $12,500
Bar Code Module $2,400
(hardware required)
Installation of the FASTER System
Installation Onsite services includes travel and $5,600
... ............_.....
_....._._.........._.. _ . .. ... ...
' 7 days(56 Hours)on site includes 9 950
User Instruction On site travel and IIving $•'
t Data Conversion Not to Exceed $3,000
Total First Year Cost $67,850
i
*Annual Support SCiViLCS"
s Renewable support agreement with
Annual Support Service CCG Systems(includes support costs $8,000
{atter ffrsr year} for all first-year Items),
Optional . •
(1)attendees to a 3 day Regional
Crystal Reports Training Session for FASTER Crystal Reports $1,200
!
writingi
! Accounting Interface Not Priced TBD
3 days(24 Hours) on site Includesi
User Instruction On site $4,350 ,
travel and living
__..._---_...__.....-....._____.................__..._..._.---.
CCG Systems, Inc.• 612 Colonial Ave.Norfolk,VA 23507 .1-800-75FASTER
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