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 25 by CTS Software Cost Proposal Order Term: Immediately from Effective Date,continuing for 1 (one)year(s)and auto-renewing for additional 1 (one)year periods unless a party notifies the other in writing of its intent to non-renew at least 30 days prior to the next Order Term. This Order(the"Order")is made and entered into as of the Cost Proposal acceptance date known as the"Effective Date"by and between Foxster Opco, LLC,dba CTS Software("CTS Software","CTS","Licensor","we","our",or"us")and Orange County Public Transportation("Customer","Licensee", "you",or"your").This Order is governed by the terms and conditions of the Master Services Agreement(the"Master Contract")executed between the parties and all capitalized terms not defined herein shall have the meaning provided in such Master Contract. 1. MAINTENANCE AND SUPPORT FEES: 1.1 The Licensee's chosen software,services,monthly fees,annual fees and upfront fees if applicable are identified in the Cost Proposal. 1.2 Beginning on the Effective Date,Licensor will submit the monthly invoice via email on the first day of each month,and such fees must be paid by the thirtieth(30th)day of the month in order to prevent suspension of service for the following month. (a) Payments not received by the due date will be subject to late fees and suspension of system access. 1.3 Under terms of the Agreement,the Licensor will charge Licensee an additional fee per vehicle per month if the number of vehicles exceeds that noted on the Cost Proposal if applicable. 1.4 Under terms of the Agreement,the Licensor will charge Licensee an additional price per License/User ID per month if the number of licenses exceeds that noted on the Cost Proposal if applicable. 1.5 Full pricing and other details for any fees described in this Order are set forth in the Cost Proposal 1.6 Pricing is valid for 30 days post the Effective Date of this Order and will be reevaluated at the time of contract renewal. 1.7 All applicable sales and use tax will be applied in addition to the fees listed on the Cost Proposal unless official proof of tax exemption is supplied. 2. IMPLEMENTATION: 2.1 Licensor shall provide online setup and support services to Licensee unless onsite training has been selected and noted on the Cost Proposal.Up to five(5),one(1)hour,remote training sessions are included in the System Set-Up fee shown on the Cost Proposal. This fee is nonrefundable. Online training and support services will be provided remotely,as determined by Licensor in its sole and exclusive discretion.Charges for such services shall be billed at the rate and quantity defined on the Cost Proposal. 2.2 Onsite training is also available and charges for such services shall be billed separately at the rates shown on the Cost Proposal. 2.3 Retraining of Licensee's employees shall be charged at Licensor's rate of$150 per hour with a one-hour minimum and will include reimbursement by Licensee of any and all expenses incurred by Licensor in connection therewith.Such charges shall be charged and billed separately and are in addition to all other charged fees. 3. ADDRESS FOR NOTICES: For Foxster Opco,LLC dba CTS Software("Licensor"): Foxster Opco,LLC dba CTS Software Post Office Box 57 Swansboro,North Carolina 28584 Attn:Adam Fox, President (910)290-6300 Licensor has the right to change the address for notifications by notifying Licensee in accordance with the notice provisions of the Agreement. TripMaster by CTS Software-Quote#4564 v6 4 <'.