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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 <br />other in writing of its intent to non-renew at least 30 days prior to the next Order Term.   <br />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, <br />LLC, dba CTS Software (“CTS Software”, “CTS”, “Licensor”, “we”, “our”, or “us”) and Orange County Public Transportation (“Customer”, “Licensee”, <br />"you”, or “your”). This Order is governed by the terms and conditions of the Master Services Agreement (the “Master Contract”) executed between the <br />parties and all capitalized terms not defined herein shall have the meaning provided in such Master Contract.  <br />1. MAINTENANCE AND SUPPORT FEES: <br /> 1.1 The Licensee’s chosen software, services, monthly fees, annual fees and upfront fees if applicable are identified in the Cost Proposal. <br /> 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 <br />thirtieth (30th) day of the month in order to prevent suspension of service for the following month. <br /> (a) Payments not received by the due date will be subject to late fees and suspension of system access. <br /> 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 <br />noted on the Cost Proposal if applicable. <br /> 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 <br />exceeds that noted on the Cost Proposal if applicable. <br /> 1.5 Full pricing and other details for any fees described in this Order are set forth in the Cost Proposal <br /> 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. <br /> 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. <br />2. IMPLEMENTATION: <br /> 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 <br />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 <br />training and support services will be provided remotely, as determined by Licensor in its sole and exclusive discretion. Charges for such services shall be <br />billed at the rate and quantity defined on the Cost Proposal. <br /> 2.2 Onsite training is also available and charges for such services shall be billed separately at the rates shown on the Cost Proposal. <br /> 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 <br />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 <br />all other charged fees. <br />3. ADDRESS FOR NOTICES: <br />For Foxster Opco, LLC dba CTS Software (“Licensor”): <br />Foxster Opco, LLC dba CTS Software <br />Post Office Box 57 <br />Swansboro, North Carolina 28584 <br />Attn: Adam Fox, President <br />(910) 290-6300 <br />Licensor has the right to change the address for notifications by notifying Licensee in accordance with the notice provisions of the Agreement. <br />Cost Proposal <br />TripMaster by CTS Software - Quote # 4564 v6 14 / 14 <br />Docusign Envelope ID: 2F0A6F2B-A88D-43A2-97AA-4CF0CF9C3EE6