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GENERAL AGREEMENT <br />CCG Systems, Inc., dba FASTER Asset Solutions, hereinafter referred to as “FASTER,” agrees to grant <br />to Orange County, NC, hereinafter referred to as "Customer," and Customer agrees to accept from <br />FASTER in accordance with the following terms and conditions as detailed in the attached schedules <br />(collectively, the “Agreement”). More specifically, Schedule A includes a detailed Statement of Work <br />(SOW), associated pricing and payment terms. <br />1.Commercial-off-the-shelf and Custom Deliverables: <br />a.Definition of a Commercial-off-the-shelf Software (COTS): <br />This Agreement may have custom work product, which is distinct and separate from the COTS <br />software. Custom work, if any, will be listed in Schedule A. There are also several COTS <br />software products that are sold separately (FASTER Web, MotorPool, Dashboard, Standard Fuel <br />Import, Barcode, etc.). Therefore, if the product is not specifically listed in Schedule A, no <br />license rights are conveyed. As FASTER Web is a COTS system, the underlying software <br />consists of standardized programs (i.e., pre-built). As such, this Agreement takes precedent over <br />any other agreement between FASTER and Customer. <br />The COTS software undergoes its own development cycle separately and distinctly from the <br />implementation process. This means that no Requirements Gathering; Requirements and Design <br />approval, Gap Analysis, Testing and development work is done on FASTER COTS Software in <br />conjunction with this agreement. However, custom development and testing will be done in <br />conjunction with the custom work noted in Schedule A. <br />Whatever COTS software, custom work and converted data are listed in Schedule A as work <br />product, will be deployed together to form a “Soft Go Live” instance. If there is additional work <br />product that is to be delivered separately (after the initial go-live) that will be specifically listed in <br />Schedule A. The Soft Go Live instance is tested in the FASTER data center and then deployed to <br />the Customer’s single environment that serves as the Customer’s test environment during the <br />implementation and will become the production environment upon go-live. This permits the <br />Customer to perform whatever tests it deems necessary in the later environment to which it will <br />have access. The Customer having one environment through the life of the implementation that <br />will be promoted to production is a critical aspect of quality control that is a distinctly important <br />part of the FASTER COTS implementation process. And deviation from this may lead to addition <br />cost. This process also reduces Customer IT expenses. <br />While Custom work product (if any) is built to specific customer-identified specifications, the <br />nature of COTS software requires that FASTER will not provide custom modification, code <br />changes or database structure changes to any COTS software since this could adversely affect <br />other customers. FASTER does enhance the COTS software as part of its normal life cycle based <br />on customer input from its more than 370 customers, market research and on-staff fleet <br />professionals. <br />Based on the COTS nature of FASTER’s system, FASTER will not be engaging outside <br />contractors to provide services under this Agreement. Thus, any diversity requirements and/or <br />programs mandating engagement of certain third-party service providers are inapplicable to this <br />Agreement. Additionally, as FASTER provides a software solution that is an intangible product, <br />all environmental programs identified and/or required by Customer are also inapplicable to this <br />Attachment A - Faster Asset Solutions - FasterWeb General Agreement <br />11