Agenda 12-09-2025; 8-g - Transit Scheduling and Dispatch Software Agreement Approval and Approval of Budget Amendment 5-A

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TripMaster 18 by CTS Software Cost Proposal t Non-taxable item One-Time Subtotal $212,412.00 This cost proposal is valid until the expiration date and is entirely confidential. Discount ($2,309.00) Taxes and fees will apply unless proof of tax exemption is supplied. Total One-Time $210,103.00 USD Minimum$125 monthly fee applies Total Monthly $4,943.02 USD 1. All pricing and information provided herein is based on information provided. 2. All prices are in US dollars. 3. Cost proposal is valid for 30 days from the issued date and is completely confidential. 4. Taxes and fees will apply unless proof of tax exemption is supplied. 5. The products provided pursuant to any Purchase Order will be delivered to the Licensee. 6. Responsibility to all risk of loss to the Products,damage and need for replacement hardware will be with the Licensee. 7. The pricing provided assumes that CTS Software will provide: • All related software • Hosting services • Training • Ongoing Maintenance and Support 8.The pricing provided in this proposal assumes that the Licensee will provide: • Space, power,a network connection and any necessary IT installation and configuration for all required computer hardware. • A high-speed internet connection • Computer hardware • In-vehicle hardware MASTER SERVICES AGREEMENT This Master Hosted Services Agreement("Agreement'),effective as of the acceptance date of this Cost Proposal (the"Effective Date"),is entered into by and between Orange County Public Transportation ("Customer")and Foxster Opco,LLC,("CTS Software","CTS"),a North Carolina corporation,located at Post Office Box 57,Swansboro,North Carolina 28584.The parties agree as follows: 1. DEFINITIONS.Capitalized terms used but not defined elsewhere in this Agreement have the meanings set forth below. 1.1 "Customer Data"means data and information submitted by or for Customer into the Hosted Services. 1.2"Documentation"means the user guides,technical literature,and functional specifications for the Services,as provided and updated by CTS from time to time. 1.3"Hosted Services"means the applicable software services to be provided by CTS to Customer over the internet through a web browser or other CTS authorized application,as further described and set forth in an Order and this Agreement. 1.4"Order"means an order form specifying the Service(s)and/or Devices to be provided hereunder that is executed by the parties,including any addenda and supplements thereto. 1.5"Professional Services"means any consulting,development,implementation,configuration,training,support,or other professional services that are described in an Order. Hosted Services are not Professional Services. 1.6"Services"means the Hosted Services and Professional Services."Services"excludes Customer Data. 2. SERVICES. 2.1 Orders.toraendces.CTS will make the Services available to Customer in accordance with the terms and conditions of this Agreement and any applicable Order. 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. 2.2 Orders for Devices.Customer may purchase Devices(as defined in Schedule 2)pursuant to the execution of an Order between the parties.The additional terms set forth on Schedule 2 will apply to such purchases. 2.3 Hosted Services.CTS will provide to Customer the Hosted Services specified in an Order.Customer will identify to CTS,in the manner specified by TripMaster by CTS Software-Quote#4564 v6 7 1<'.