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HomeMy WebLinkAbout065446 - General - Contract - AssetWorks, Inc.CSC No. 65446 FORT WORTH. CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between the City of Fort Worth ("City,") a Texas home rule municipality, and AssetWorks Inc. ("Vendor,") a Delaware corporation. City and Vendor are each individually referred to herein as a "party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: OFFICIAL RECORD CITY SECRETARY The Agreement documents shall include the following: FT. WORTH, TX 1. This Cooperative Purchase Agreement; 2. Exhibit A — Texas Department of Information Resources ("DIR") Cooperative Contract No. DIR-CPO-5693; 3. Exhibit B — Texas Department of Information Resources ("DIR") Cooperative Contract No. DIR-CPO-5693 Pricing Index; 4. Exhibit C — AssetWorks Quote No. Q-11300-5; 5. Exhibit D — AssetWorks Statement of Work for Quote No. Q-11300-5; 6. Exhibit E — AssetWorks Quote No. Q-14031-4; 7. Exhibit F— AssetWorks Quote No. Q-14234-4; 8. Exhibit G — Conflict of Interest Questionnaire; and 9. Exhibit H — Network Access Agreement. All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents and the terms herein, the terms and conditions of this Agreement shall control. No exhibit, attachment, policy, or other document shall be incorporated unless attached to this Agreement or expressly identified by title, version/date, and URL or file name as of the Effective Date. 1. Scope of Services. Vendor agrees to provide City with the services and goods included in Exhibits C, E, and F pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. Vendor shall perform the Services in accordance with standards in the industry for the same or similar services. In addition, Vendor shall perform the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. 2. Term. This Agreement shall commence upon the date signed by the Assistant City Manager below ("Effective Date") and shall expire no later than June 12, 2027 ("Expiration Date") in alignment with the underlying cooperative agreement. Upon approval by the Assistant City Manager, the City shall be able to renew this agreement for four (4) one-year renewal options by written agreement of the parties. Provided, however, the term of this Agreement shall not extend beyond the term of DIR-CPO-5693 attached hereto as Exhibit A, unless it is extended, renewed, or followed up by a substantially similar cooperative agreement ("Successor Contract") from Cooperative Purchase Agreement Page 1 of 21 Vendor and Texas Department of Information Resources ("DIR") and the parties agree in writing to incorporate such extension, renewal, or use of Successor Contract into this Agreement. 3. Compensation. 3.1. City shall pay Vendor in accordance with the provisions of this Agreement including Exhibits C, D, E, and F which are attached hereto and incorporated herein for all purposes. Total payment made annually under this Agreement by City shall not exceed One Million Seven Hundred Forty -Eight Thousand Six Hundred Sixty Dollars and Zero Cents ($1,748,660.00). 3.2. Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 3.3. City shall pay Vendor in accordance with the Prompt Payment Act (Texas Government Code Chapter 2251) and provisions of this Agreement. 3.4. If the City requires additional reasonable information, it will request the same promptly, in writing, after receiving the above information, and the Vendor must provide such additional reasonable information in writing, to the extent the same is available. Vendor must submit invoices to Supplierinvoices@fortworthtexas.gov and zz_IT_Finance Purchasing@fortworthtexas.gov. Invoices must include the applicable City Department business unit number (ex. FW004) and complete City of Fort Worth Number (ex. FW004-0000001234). 3.5. The Vendor shall submit corrected/revised invoices within seven (7) calendar days after receiving written notice from the City for a corrected/revised invoice. 3.6. Unpaid invoices and/or appeals for service performed throughout the fiscal year (October 1 - September 30) must be resolved within thirty (30) days of the City's new fiscal year. Vendor shall provide its invoices for the last month of the City's prior fiscal year (September 1-30) no later than 10 days after the start of the City's new fiscal year (i.e. no later than October 10.) No previous year invoices will be paid after October 30th of the current year unless (1) the goods or services were authorized, provided and if Vendor submitted the invoice within a commercially reasonable time after completion or after City provided information reasonably necessary to invoice; or (2) if delay resulted from City's review, dispute, system, purchase order, or correction process. Properly submitted, undisputed amounts shall be paid in accordance with Texas Government Code Chapter 2251, and disputed amounts shall be handled under Section 2251.042 without waiver of Vendor's right to payment, interest, or other available remedies. 4. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly Cooperative Purchase Agreement Page 2 of 21 pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. This audit right excludes access to or review of anything not reasonably necessary to verify charges. 5. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other parry, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other parry by United States Mail, registered, return receipt requested, addressed as follows: To CITY: I To VENDOR: City of Fort Worth AssetWorks Inc. Attn: City Manager's Office Attn: Legal Department 100 Fort Worth Trail 1001 Old Cassatt Road, #204 Fort Worth, TX 76102 Berwyn, PA 19312 With copy to Fort Worth City Attorney's Office at same address 6. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Vendor's services, or any part thereof, in accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Vendor's services ; provided, however, Vendor's obligations apply only to third -party claims alleging that the unmodified Vendor software or services, as provided by Vendor and used by City in accordance with the Agreement and documentation, infringe a United States patent, copyright, trademark, or trade secret. Vendor has no obligation for claims arising from (i) City Data or City -provided materials, specifications, or instructions; (ii) modifications not made or specifically authorized by Vendor; (iii) combination with products, services, data, or processes not supplied or specifically authorized by Vendor; (iv) use outside the scope of the Agreement or documentation; (v) use after Vendor provides a non -infringing replacement, modification, or right to continue use; or (vi) open -source or third -party materials separately made available by City or its users. This Section states Vendor's sole and exclusive liability and City's sole and exclusive remedy for infringement claims, subject to the limitation of liability in this Agreement. So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as Cooperative Purchase Agreement Page 3 of 21 necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under the Agreement, the City shall, at its own cost and expense, have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the Vendor's services, or any part thereof, are held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Vendor's services; or (b) modify the Vendor's services to make them/it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the Vendor's services; or (c) replace the Vendor's services with equally suitable, compatible, and functionally equivalent non -infringing services at no additional charge to City; or (d) if none of the foregoing alternatives is commercially reasonable available to Vendor, terminate only the affected software or service and refund any prepaid, unused fees paid to Vendor by the City for the affected software or service for the period after termination, provided that termination of affected software or service does not materially affect the functionality of the remaining software or service(s) provided under this Agreement. If termination the affected software or service materially affects the functionality of the remaining, unaffected software or service(s), the Agreement shall be terminated in it's entirety and all prepaid, unused fees paid to Vendor by the City shall be refunded. Nothing contained herein shall be construed as the City waiving, relinquishing, or in any way limiting any right or remedy available under applicable law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED AND LIMITED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY THE TXDIR TERMS. NOTHING IN THIS AGREEMENT, OR ANY TERM CONSIDERED TO BE PART OF THIS AGREEMENT, SHALL BE CONSTRUED TO REQUIRE VENDOR TO INDEMNIFY THE CITY OR OTHERWISE BE LIABLE FOR ANY CLAIMS, LOSES, OR DAMAGES ARISING FROM OR RELATED TO THE CITY'S OWN NEGLIGENCE. 7. Artificial Intelligence and Data Use. 7.1. Definitions. For purposes of this Agreement: 7.1.1. "City Data" means all data, content, records, information, and materials, in any form or format, provided or made accessible by the City or its employees, agents, licensees, or customers to Vendor or collected, created, generated, or derived by Vendor in the course of performing or providing the Services under this Agreement, excluding Vendor Background Technology, Vendor usage data, system logs, telemetry, benchmarking, aggregated or de - identified data, configurations, templates, algorithms, models, know-how, Cooperative Purchase Agreement Page 4 of 21 ideas, methods, processes, product improvements, and derivative learnings that do not identify City or disclose City's Confidential Information. 7.1.2. "Artificial Intelligence" or "Al" any machine -based system that, for any explicit or implicit objective, infers from the inputs the system receives how to generate outputs, including content, decisions, predictions, or recommendations, that can influence physical or virtual environments. 7.2. Use Restrictions. Vendor shall not: 7.2.1. Use City Data to train, refine, test, or otherwise develop any Al system except in the context of providing the Services under this Agreement and for the exclusive use of the City; 7.2.2. commingle City Data with other data sets for the purpose of training or improving Al except in the context of providing the Services under this Agreement and for the exclusive use of the City; 7.2.3. deploy Al systems in providing the Services in a manner that results in Vendor or any third party obtaining any rights in City Data or derivative works thereof; or 7.2.4. input or upload City Data into any open generative Al tool or service, without the City's express prior written consent, which consent must clearly and unambiguously reference this Section and state that the City intends to modify or waive the restrictions herein; neither a clickwrap agreement or terms nor generic or boilerplate provisions in Vendor's standard terms, linked terms, or other documents shall constitute valid consent for purposes of this provision. 7.3. Ownership and Rights. All right, title, and interest in and to City Data and any AI -generated or AI -enhanced content or outputs that incorporate or rely upon City Data are and shall remain exclusively with the City. Vendor retains all right, title, and interest in Vendor Background Technology, Vendor tools, software, models, algorithms, know-how, and improvements, including those developed or improved while providing the Services, provided Vendor does not use or disclose City Data except as permitted by this Agreement. Vendor acquires no rights to use such data or outputs except to perform its obligations under this Agreement. The rights reserved by the City under this provision include, without limitation, all rights relating to the development, training, testing, deployment, commercialization, reproduction, modification, distribution, or derivative use of Al models, algorithms, datasets, data outputs, or any AI -generated or AI -enhanced content, particularly where such activities involve or are derived from City Data or the City's data, systems, infrastructure, or other proprietary resources. Cooperative Purchase Agreement Page 5 of 21 7.4. Notice of Al Use. Vendor shall notify the City in writing before deploying in connection with the Services any Al system that is capable of processing, transforming, or influencing City Data or producing outputs relied on by the City. This notice requirement does not apply to ordinary rules -based automation, search, analytics, security monitoring, spam/malware detection, internal development tools that do not receive City Data, or features already described in the applicable documentation or quote, to the extent the use of Al does not impact the City's process or decision flows. 7.5. Survival. This provision shall survive the expiration or termination of this Agreement and shall remain in full force and effect for two (2) years thereafter. 8. Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and further agrees to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information ("City Data") by any unauthorized person or third party, or becomes aware of any other security breach relating to City Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed under the Agreement or any Statement(s) of Work ("Data Breach"). City understands and accepts that Vendor's products and software are designed and intended to process and store data and information related to fleet management only, not financial or personal identifiable information. City understands and accepts the risk of choosing to process and store data and information other than that related to fleet management, and, further agrees to hold Vendor harmless for any losses or damages resulting from City's choice do to so despite Vendor advice. Vendor shall, as soon as is commercially practical, but in no event less than seventy- two (72) hours, notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately comply with applicable laws, and shall take the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any and all claims, suits, causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising out of or relating to any third party claim arising from breach by Vendor of its obligations contained in this Section, except to the extent resulting from the acts or omissions of City. All City Data to which Vendor has access under the Agreement, as between Vendor and City, will remain the property of City. City hereby consents to the use, processing and/or disclosure of City Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer City Data to third parties other than through its underlying network provider to perform its obligations under the Agreement, unless authorized in writing by City. Vendor's obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party provider. All City Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. Nothing in this agreement, or any Cooperative Purchase Agreement Page 6 of 21 term considered to be part of this agreement, shall be construed to require Vendor to indemnify the City or otherwise be liable for any claims, loses, or damages arising from or related to the City's own negligence. 9. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 10. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full- time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2276.001 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 11. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274.001 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. Cooperative Purchase Agreement Page 7 of 21 12. Applicable Laws. The laws of the State of Texas shall govern this Agreement. Venue for any action brought to interpret or enforce, or arising out of or incident to, the terms of this Agreement shall be in Tarrant County, Texas. [Signature Page Follows] Cooperative Purchase Agreement Page 8 of 21 The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: By: Dianna Giordano (Jun 26, 2026 14:11:43 CDT) AssetWorks Inc. By: ' Name: Title: Date: Dianna Giordano Assistant City Manager 06/26/2026 Name: Greg Richards Title: General Manager Date: June 16, 2026 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: y Name: Kevin Gunn Title: Director, IT Solutions Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Approved as to Form and Legality: Name: Title: e. By: Candace agliara (Jun 18, 2026 20:13:42 CDT) Name: Candace Pagliara Title: Sr. Assistant City Attorney Contract Authorization: M&C: 26-0402 Approval Date: 05/12/2026 Form 1295: 2026-1447753 ae Steven Vandever (Jun 17, 2026 10:47:50 CDT) Steven Vandever Sr. IT Solutions Manager 4.00vvpp4Il City Secretary: -oop°od ' Pv8 8 0 QIln�°'°7°(°aSooa By: Name: Title: 1111�atkn (z seC & Jannette Goodall City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT A Texas Department of Information Resources Cooperative Contract No. DIR-CPO-5693 (ATTACHED) Cooperative Purchase Agreement — Exhibit A Page 10 of 21 DER Contract No. DIR-CPO-5693 AssetWorks Inc. — 460521049 P1 r-11111*+] a I XXIM DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCT, SERVICES, AND RELATED SERVICES AssetWorks Inc. 1 INTRODUCTION 1.1 Parties This contract for Software, Commercial Off -the -Shelf (COTS) and Related Services (this "Contract") is entered into between the State of Texas, acting by and through the Department of Information Resources (hereinafter "DIR") with its principal place of business at 300 West 15th Street, Suite 1300, Austin, Texas 78701, and AssetWorks Inc. a Delaware For -Profit Corporation (hereinafter "Successful Respondent"), with its principal place of business at 998 Old Eagle School Road, Suite 1215, Wayne, Pennsylvania 19087. 1.2 Compliance with Procurement Laws This Contract is the result of compliance with applicable procurement laws of the State of Texas. DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State Business Daily, Request for Offer (RFO) DIR-CPO-TMP-570, on February 2, 2023, for Software, Commercial Off -the -Shelf (COTS) and Related Services (the "RFO"). Upon execution of all Contracts, a notice of award for DIR-CPO-TMP-570, shall be posted by DIR on the Electronic State Business Daily. 1.3 Order of Precedence A. For transactions under this Contract, the order of precedence shall be as follows: this Contract; 2. Appendix A, Standard Terms and Conditions; 3. Appendix B, Successful Respondent's Historically Underutilized Businesses Subcontracting Plan; 4. Appendix C, Pricing Index; 5. Exhibit 1, RFO DIR-CPC)-TMP-570, including all Addenda; and 6. Exhibit 2, Successful Respondent's Response to RFO DIR-CPO-TMP-570, including all Addenda. DIR Contract No. DIR-CPO-5693 AssetWorks Inc. 460521049 B. Each of the foregoing documents is hereby incorporated by reference and together constitute the entire agreement between ❑IR and Successful Respondent. 1.4 Definitions Capitalized terms used but not defined herein have the meanings given to them in Appendix A, Standard Terms and Conditions. 2 TERM OF CONTRACT The initial term of this Contract shall be up to two (2) years commencing on the date of the last signature hereto (the "Initial Term"), with one (1) optional two-year renewal and two (2) optional one-year renewals (each, a "Renewal Term"). Prior to expiration of the Initial Term and each Renewal Term, this Contract will renew automatically under the same terms and conditions unless either party provides written notice to the other party at least sixty (60) days in advance of the renewal date stating that the party wishes to discuss amendment or non -renewal. 3 OPTION TO EXTEND Successful Respondent agrees that DIR may require continued performance under this Contract at the rates specified in this Contact following the expiration of the Initial Term or any Renewal Term. This option may be exercised more than once, but the total extension of performance hereunder shall not exceed ninety (90) calendar days. Such extension of services shall be subject to the requirements of the Contract, with the sole and limited exception that the original date of termination shall be extended pursuant to this provision. DIR may exercise this option upon thirty (30) calendar days written notice to the Successful Respondent. 4 PRODUCT AND SERVICE OFFERINGS Products and services available under this Contract are limited to the technology categories defined in Request for Offer DIR-CPO-TMP-570 for Software, Commercial Off -the -Shelf (COTS) and Related Services. At DIR`s sole discretion, Successful Respondent may incorporate changes or make additions to its product and service offerings, provided that any changes or additions must be within the scope of the RFO. DIR-CPO-TMP-570 Page 2 of 11 Version 1.0 Rev. 3/21/23 DIR Contract No. DIR-CPO-5693 AssetWorks Inc. — 460521049 5.1 Pricing Index Pricing to Customers shall be as set forth in Appendix C, Pricing Index, and shall include the DIR Administrative Fee (as defined below). 5.2 Customer Discount A. The minimum Customer discount for all products and services will be the percentage off List Price (as defined below) or MSRP (as defined below), as applicable, as specified in Appendix C, Pricing Index. Successful Respondent shall not establish a List Price or MSRP for a particular solicitation. For purposes of this Section, "List Price" is the price for a product or service published in Successful Respondent's price catalog (or similar document) before any discounts or price allowances are applied. For purposes of this Section, "MSRP," or manufacturer's suggested retail price, is the price list published by the manufacturer or publisher of a product and available to and recognized by the trade. B. Customers purchasing products or services under this Contract may negotiate additional discounts with Successful Respondent. Successful Respondent and Customer shall provide the details of such additional discounts to DIR upon request. C. If products or services available under this Contract are provided at a lower price to: (i) an eligible Customer who is not purchasing those products or services under this Contract, or (ii) to any other customer under the same terms and conditions provided for the State for the same products and services under this contract, then the price of such products and services under this Contract shall be adjusted to that lower price. This requirement applies to products or services quoted by Successful Respondent for a quantity of one (1), but does not apply to volume or special pricing purchases. Successful Respondent shall notify DIR within ten (10) days of providing a lower price as described in this Section, and this Contract shall be amended within ten (10) days to reflect such lower price. 5.3 Changes to Prices A. Subject to the requirements of this section, Successful Respondent may change the price of any product or service upon changes to the List Price or MSRP, as DIR-CPO-TMP-570 Page 3 of 11 Version 1.0 Rev. 3/21/23 DIR Contract No. DIR-CPO-5693 AssetWorks Inc. — 460521049 applicable. Discount levels shall not be subject to such changes, and will remain consistent with the discount levels specified in this Contract. B. Successful Respondent may revise its pricing by publishing a revised pricing list, subject to review and approval by DIR. If DIR, in its sole discretion, finds that the price of a product or service has been increased unreasonably, DIR may request that Successful Respondent reduce the pricing for the product or service to the level published before such revision. Upon such request, Successful Respondent shall either reduce the pricing as requested, or shall remove the product or service from the pricing list for this Contract. Failure to do so will constitute an act of default by Successful Respondent. 5.4 Shipping and Handling Prices to Customers shall include all shipping and handling fees. Shipments will be Free On Board Customer's Destination. No additional fees may be charged to Customers for standard shipping and handling. If a Customer requests expedited or special delivery, Customer will be responsible for any additional charges for expedited or special delivery. 5.5 Travel Expenses Pricing for services provided under this Contract are exclusive of any travel expenses that may be incurred in the performance of such services. Travel expense reimbursement may include personal vehicle mileage or commercial coach transportation, hotel accommodations, parking, and meals; provided, however, the amount of reimbursement by Customers shall not exceed the amounts authorized for state employees as adopted by each Customer; and provided, further, that all reimbursement rates shall not exceed the maximum rates established for state employees under the current State Travel Management Program. Travel time may not be included as part of the amounts payable by Customer for any services provided under this Contract. The DIR Administrative Fee is not applicable to travel expense reimbursement. Anticipated travel expenses must be pre -approved in writing by the Customer. The Customer reserves the right not to pay travel expenses which are not pre -approved in writing by the Customer. DIR-CPO-TMP-570 Page 4 of 11 Version 1.0 Rev. 3/21/23 DIR Contract No. DIR-CPO-5693 AssetWorks Inc. — 460521049 -= 71IWA91►,11►1(1IITTAi[941A44 A. Successful Respondent shall pay an administrative fee to DIR based on the dollar value of all sales to Customers pursuant to this Contract (the "DIR Administrative Fee"). The amount of the DIR Administrative Fee shall be seventy-five hundredths of a percent (0.75%) of all sales, net of returns and credits. For example, the administrative fee for sales totaling $100,000 shall be $750. B. All prices quoted to Customers shall include the DIR Administrative Fee. DIR reserves the right to increase or decrease the DIR Administrative Fee during the term of this Contract, upon written notice to Successful Respondent without amending this Contract. Any increase or decrease in the DIR Administrative Fee shall be incorporated in the price to Customers. 7 INTERNET ACCESS TO CONTRACT AND PRICING INFORMATION In addition to the requirements listed in Appendix A, Section 7.2, Internet Access to Contract and Pricing Information, Successful Respondent shall include the following with its webpage: A. A current price list or mechanism to obtain specific contract pricing; B. MSRP/list price or DIR Customer price; C. Discount percentage (%) off MSRP or List Price; D. Warranty policies; E. Return policies; F. A link to DIR's list of TX -RAMP certified Cloud Products; and G. A link to Service Level Agreements for each SaaS product awarded, which at a minimum, shall include metrics and method for calculating and reporting results, for: i. service availability; ii. recovery time objectives; and iii. data loss tolerance levels (also known as recovery point objectives). DIR-CPO-TMP-570 Page 5 of 11 Version 1.0 Rev. 3/21/23 DIR Contract No. DIR-CPO-5693 AssetWorks Inc. 460521049 8.1 Authorization to Use Order Fulfillers Subject to the conditions in this Section 8, DIR agrees to permit Successful Respondent to utilize designated order fulfillers to provide products, services, and support resources to Customers under this Contract ("Order Fulfillers"). 8.2 Designation of Order Fulfillers A. Successful Respondent may designate Order Fulfillers to act as the distributors for products and services available under this Contract. In designating Order Fulfillers, Successful Respondent must be in compliance with the State's Policy on Utilization of Historically Underutilized Businesses. DIR and Successful Respondent will agree on the number of Order Fulfillers that are Historically Underutilized Businesses as defined by the CPA. B. In addition to the required Subcontracting Plan, Successful Respondent shall provide DIR with the following Order Fulfiller information: Order Fulfiller name, Order Fulfiller business address, Order Fulfiller CPA Identification Number, Order Fulfiller contact person email address and phone number. C. DIR reserves the right to require Successful Respondent to rescind any Order Fulfiller participation or request that Successful Respondent name additional Order Fulfillers should DIR determine it is in the best interest of the State. D. Successful Respondent shall be fully liable for its Order Fulfillers' performance under and compliance with the terms and conditions of this Contract. Successful Respondent shall enter into contracts with Order Fulfillers and use terms and conditions that are consistent with the terms and conditions of this Contract. E. Successful Respondent may qualify Order Fulfillers and their participation under the Contract provided that: i) any criteria is uniformly applied to all potential Order Fulfillers based upon Successful Respondent's established, neutrally applied criteria, ii) the criteria is not based on a particular procurement, and iii) all Customers are supported under the criteria. F. Successful Respondent shall not prohibit any Order Fulfiller from participating in other procurement opportunities offered through DIR. DIR-CPO-TMP-570 Page 6 of 11 Version 1.0 Rev. 3/21/23 DIR contract No. DIR-CPO-5693 AssetWorks Inc. 460521049 8.3 Changes in Order Fulfiller Successful Respondent may add or remove Order Fulfillers throughout the term of this Contract upon written authorization by DIR. Prior to adding or removing Order Fulfillers, Successful Respondent must make a good faith effort to revise its Subcontracting Plan in accordance with the State's Policy on Utilization of Historically Underutilized Businesses. Successful Respondent shall provide DIR with its updated Subcontracting Plan and the Carder Fulfillers information listed above. 8.4 Order Fulfiller Pricing to Customer Order Fulfiller pricing to the Customer shall be in accordance with Section 5. 9 NOTIFICATION All notices under this Contract shall be sent to a party at the respective address indicated below. If sent to the State: Lisa Massock or Successor in Office Chief Procurement Officer Department of Information Resources 300 W. 1511 St., Suite 1300 Austin, Texas 78701 Phone: (512) 475-4700 Email: lisa.massock@dir.texas.cgov If sent to Successful Respondent: Greg Richards General Manager AssetWorks Inc. 1001 Old Cassatt Road, Ste. 204 Berwyn, PA 19312 Phone: (610) 687-9202 Email:�greg.richards@assetworks.com DIR-CPO-TMP-570 Page 7 of 11 Version 1.0 Rev. 3/21/23 DIR Contract No. DIR-CPO-5693 AssetWorks Inc. 460521049 With Copy Sent to: Attn: Legal Department 1001 Old Cassatt Road, Ste. 204 Berwyn, PA 19312 With Courtesy Copy by Email: allan.richardson@assetworks and legal@assetworks.com 1141�71+19fiTel-11:114141414►M4 10.1 Software License Agreement A. Customers acquiring software licenses under this Contract shall hold, use, and operate such software subject to compliance with the Software License Agreement. Customer and Successful Respondent may agree to additional terms and conditions that do not diminish a term or condition in the Software License Agreement, or in any manner lessen the rights or protections of Customer or the responsibilities or liabilities of Successful Respondent. Successful Respondent shall make the Software License Agreement terms and conditions available to all Customers at all times. B. Compliance with the Software License Agreement is the responsibility of the Customer. DIR shall not be responsible for any Customer's compliance with the Software License Agreement. iIt41flr1941491►ECK0X-11001kdM►1-110i4:1►AP A. The terms and conditions of this Contract shall supersede any additional conflicting or additional terms in any additional service agreements, statement of work, and any other provisions, terms, conditions, and license agreements, including those which may be affixed to or accompany software upon delivery (sometimes called shrink-wrap or click -wrap agreements), and any linked or supplemental documents, which may be proposed, issued, or accepted by Successful Respondent and Customer in addition to this Contract (such additional agreements, "Additional Agreements"), regardless of when such Additional Agreements are proposed, issued, or accepted by Customer. Notwithstanding the foregoing, it is Customer's responsibility to review any Additional Agreements to determine if Customer accepts such Additional Agreement. If Customer does not DIR-CPO-TMP-570 Page 8 of 11 Version 1.0 Rev. 3/21/23 DIR Contract No. DIR-CPO-5693 AssetWorks Inc. — 460521049 accept such Additional Agreement, Customer shall be responsible for negotiating any changes thereto. B. Any update or amendment to an Additional Agreement shall only apply to Purchase Orders for the associated product or service offering after the effective date of such update or amendment; provided that, if Successful Respondent has responded to a Customer's solicitation or request for pricing, any subsequent update or amendment to an Additional Agreement may only apply to a resulting Purchase Order if Successful Respondent directly informs such Customer of such update or amendment before the Purchase Order is executed. C. Successful Respondent shall not require any Additional Agreement that: i) diminishes the rights, benefits, or protections of Customer, or that alters the definitions, measurements, or method for determining any authorized rights, benefits, or protections of Customer; or ii) imposes additional costs, burdens, or obligations upon Customer, or that alters the definitions, measurements, or method for determining any authorized costs, burdens, or obligations upon Customer. D. If Successful Respondent attempts to do any of the foregoing, the prohibited documents will be void and inapplicable to this Contract or the Purchase Order between Successful Respondent and Customer, and Successful Respondent will nonetheless be obligated to perform such Purchase Order without regard to the prohibited documents, unless Customer elects instead to terminate such Purchase Order, which in such case may be identified as a termination for cause against Successful Respondent. 12 AUTHORIZED EXCEPTIONS TO APPENDIX A, STANDARD TERMS AND C��I><U7i�[�1►1;� A. Section 3.11 "Statement of Work" is hereby deleted and replaced in its entirety with the following: Means a document entered into between Customer and Successful Respondent describing a specific set of activities and/or deliverables that Successful Respondent is to provide Customer, issued pursuant to the Contract. DIR-CPO-TMP-570 Page 9 of 11 Version 1.0 Rev. 3/21/23 DIR Contract No. DIR-CPO-5693 AssetWorks Inc. — 460521049 B. Section 5 "Intellectual Property Matters" is hereby deleted and replaced in its entirety with the following: This Contract does not contemplate, authorize, or support the development or acquisition of custom software, products, or services or the creation of intellectual property. C. Section 7.8 "Services Warranty and Return Policies" is hereby deleted and replaced in its entirety with the following: Successful Respondent will adhere to Successful Respondent's then -currently published policies concerning product and service warranties and returns. Such policies for Customers will not be more restrictive or more costly than warranty and return policies offered by Successful Respondent for other similarly situated customers for like products and services. D. Section 9.1 "Contract Managers" is hereby deleted and replaced in its entirety with the following: DIR and Successful Respondent will each provide a contract manager ("Contract Manager") to support the Contract (respectively, the "DIR Contract Manager" and "Successful Respondent Contract Manager"). Information regarding each Contract Manager will be posted on the internet website designated for the Contract. DIR reserves the right to request a change in Successful Respondent Contract Manager if Successful Respondent Contract Manager is not, in the sole opinion of DIR, adequately serving the needs of the State. Parties agree to cooperate to ensure Successful Respondent's personnel are adequately meeting the needs of DIR under the Contract. E. Section 10.12.A "Limitation of Liability" is hereby deleted and replaced in its entirety with the following: For any claim or cause of action arising under or related to the Contract, to the extent permitted by the Constitution and the laws of the State, none of the parties shall be liable to the other for punitive, special, indirect or consequential damages, even if it is advised of the possibility of such damages. (Remainder of this page intentionally left blank.) DIR-CPO-TMP-570 Page 10 or 11 Version 1.0 Rev. 3/21/23 DIR Contract No. DIR-CPO-5693 AssetWorks Inc. - 460521049 This Contract is executed to be effective as of the date of last signature. AssetWorks Inc. Authorized By: Signature on File Name: Greg Richards Title: General Manager Date: 6/6/2025 11:48 PM PDT The State of Texas, acting by and through the Department of Information Resources Authorized By: Signature on File Name: Lisa Massock Title: Chief Procurement Officer Date: 6/12/2025 1 6:02 PM CDT Office of General Counsel: Initial on File Date: 6/12/2025 1 5:24 PM CDT DIR-CPO-TMP-570 Page 11 of 11 Version 1.0 Rev. 3/21/23 EXHIBIT B Texas Department of Information Resources Cooperative Contract No. DIR-CPO-5693 Pricing Index (ATTACHED) Cooperative Purchase Agreement — Exhibit B Page 11 of 21 AssetWorks Inc. APPENDIX C - PRICING INDEX DIR-CPO-5693 Software •andRelatedServices Product Description -SoftwareMSRP/List Brand:• FleetFocus Size (1-199 Units per vehicle unit (non bus/ non transit) DISCOUNT OF Price 21.00% FleetFocus Size (200-749 Units)- per vehicle unit (non bus/ non transit) 21.00% FleetFocus Size (750 - 999 Units)- per vehicle unit(non bus/ non transit) 21.00% FleetFocus Size (1000 - 2499 Units) -per vehicle unit (non bus/ non transit) 21.00% FleetFocus Size (2500-4999 Units)- per vehicle unit (non bus/ non transit) 21.00% FleetFocus Size (5000 - 7499 Units per vehicle unit (non bus/ non transit) 21.00% FleetFocus Size (7500- 9999 Units)- per vehicle unit (non bus/ non transit) 21.00% FleetFocus Size (10000- 12499 Units)- per vehicle unit (non bus/ non transit) 21.00% FleetFocus Size (12500-14999 Units)- per vehicle unit (non bus/ non transit) 21.00% FleetFocus Size (15000-19999 Units)- per vehicle unit (non bus/ non transit) 21.00% FleetFocus Size (20000- 29999 Units)- per vehicle unit (non bus/ non transit) 21.00% FleetFocus Size (30000- 49999 Units)- per vehicle unit (non bus/ non transit) 21.00% FleetFocus Size (50000-99999- Units)- per vehicle unit (non bus/ non transit) 21.00% FleetFocus Size (100000-299999- Units)- per vehicle unit (non bus/ non transit) 21.00% FleetFocus Size (300000+Units)- per vehicle unit (non bus/ non transit) 21.00% Asset Management Only, FleetFocus per vehicle unit (non bus/ non transit) (1-199 units) 21.00% Asset Management Only, FleetFocus Size (200-749 Units)- per vehicle unit (non bus/ non transit) 21.00% Asset Management Only, FleetFocus Size (750 - 999 Units)- per vehicle unit(non bus/ non transit) 21.00% Asset Management Only,, FleetFocus Size (1000 - 2499 Units) -per vehicle unit (non bus/ non transit) 21.00% Asset Management Only, FleetFocus Size (2500-4999 Units)- per vehicle unit (non bus/ non transit) 21.00% Asset Management Only, FleetFocus Size (5000 - 7499 Units) -per vehicle unit (non bus/ non transit) 21.00% Asset Management Only, FleetFocus Size (7500- 9999 Units)- per vehicle unit (non bus/ non transit) 21.00% Asset Management Only, FleetFocus Size (10000- 12499 Units)- per vehicle unit (non bus/ non transit) 21.00% Asset Management Only, FleetFocus Size (12500-14999 Units)- per vehicle unit (non bus/ non transit) 21.00% Asset Management Only, FleetFocus Size (15000-19999 Units)- per vehicle unit (non bus/ non transit) 21.00% Asset Management Only, FleetFocus Size (20000- 29999 Units per vehicle unit (non bus/ non transit) 21.00% AssetWorks Inc. APPENDIX C - PRICING INDEX D- • •-M Software • • Related Services Product • • Asset Management Only, FleetFocus Size (30000- 49999 Unitsy per vehicle unit (non bus/ non transit) DISCOUNT OF PriceIVISRPILIst 21.00% Asset Management Only, FleetFocus Size (50000-99999- Units)- per vehicle unit (non bus/ non transit) 21.00% Asset Management Only, FleetFocus Size (100000-299999- Units)- per vehicle unit (non bus/ non transit) 21.00% Asset Management Only, FleetFocus Size (300000+Units)- per vehicle unit (non bus/ non transit) 21.00% FleetFocus per vehicle unit (bus/ transit) (1-49 units) 21.00% FleetFocus Size (50 - 99 Units)- per vehicle unit (bus/ transit vehicle unit) 21.00% FleetFocus Size (100 - 199 Units)- per vehicle unit (bus/ transit vehicle unit) 21.00% FleetFocus Size (200 - 299 Unitsyper vehicle unit (bus/ transit vehicle unit) 21.00% FleetFocus Size (300-399 Units)- per vehicle unit (bus/ transit vehicle unit) 21.00% FleetFocus Size (400 - 499 Units) -per vehicle unit (bus/ transit vehicle unit) 21.00% FleetFocus Size (500-759 Units)- per vehicle unit (bus/ transit vehicle unit) 21.00% FleetFocus Size (750- 999 Units)- per vehicle unit (bus/ transit vehicle unit) 21.00% FleetFocus Size (1000-1999 Units)- per vehicle unit (bus/ transit vehicle unit) 21.00% FleetFocus Size (2000+ Units)- per vehicle unit (bus/ transit vehicle unit) 21.00% FleetFocus Integration License (up to 9 licenses) price per license 7.50% FleetFocus/FuelFocus Integration License (per ICU) 21.00% Enterprise Portal Module 5% of Total License Reporting Module 5% of Total License AdHoc Query Module 5% of Total License Screen Designer Module 5% of Total License Motor Pool Module 10% of Total License Motor Pool Reservations Module 5% of Total License Shop Activity Module 10% of Total License Customer Access Module 5% of Total License KPI/Dashboards Module 5% of Total License PMM/ Performance Measures and Monitors 5% of Total License Capital Planning Module 15% of Total License CAM - Capital Asset Management 40% of Total License MAXQueue Integration Module 5% of Total License::::] AssetWorks Inc. APPENDIX C - PRICING INDEX D• Software (COTS) and Related Services Product Description Esri Integration Module DISCOUNT OF IVISRPII-Ist Price 10% of Total License TripCard Module 20% of Total License TripCard ComData Connector Module 20% of Total License Equipment Focus for Facilities Module 20% of Total License MobileFocus / Smart Apps, Enterprise License 20% of Total License Telematics Module 10% of Total License Passive GPS 20% of Total License Zonar Evir Connector 5% of Total License Zonar GPS Connector (Odometers) 5% of Total License FluidFocus Lincoln Industrial Interface Module 10% of Total License Illustrated Parts Catalog Integration for Documoto 10% of Total License Incident Management Module 15% of Total License Rail Operations Modules 20% of Total License Trapeze Ops/ PASS Interface Module 10% of Total License Trapeze ITS Interface Module (required Telematics Module) 5% of Total License Yard Management Module 15% of Total License KeyValet Module (1st site) 21.00% KeyValet Module (2nd and 3rd sites (each)) 21.00% KeyValet Module (each site# 4-10) 21.00% KeyValet Module (each site after the 10th) 21.00% Crystal Reports Server OEM Embedded Edition (for FA), - includes one report writer 1.00% Crystal Reports Server OEM Embedded Edition (for FA), Full CPU license- includes one report writer 1.00% Crystal Reports Professional Edition (1 x report writer, 0 report users) 1.00% Business Objects Enterprise XI for MS, Concurrent Access Licenses 1.00% Business Objects Enterprise XI for MS, Named Users 1.00% Business Objects Enterprise XI for MS, CPU license 1.00% 5 Concurrent Access License (CAL) Pack - Crystal Reports Server for MS 1.00% 10 Concurrent Access License (CAL) Pack - Crystal Reports Server for MS 1.00% 15 Concurrent Access License (CAL) Pack - Crystal Reports Server for MS 1.00% AssetWorks Inc. APPENDIX C - PRICING INDEX DIR-CPG-5693 Software (COTS) and Related Services ProductDescriptionIVISRP/List 20 Concurrent Access License (CAL) Pack - Crystal Reports Server for MS DISCOUNT OF Price 1.00% Crystal Developer (1 x report writer, 0 report users) 1.00% Allocation & Assignment Module 10% of Total License Billing Module 5% of Total License Mapping Module 10% of Total License NAPA HUB Interface Module 10% of Total License FuelFocusEV ECU License 21.00% Integrations Module 5% of Total License Inventory Catalog Module 10% of Total License Allocation & Assignment/Inventory Catalog Bundle 15% of Total License FluidFocus Graco Interface Module 10% of Total License Asset Analytics Platform 10% of Total License MAXQueue Module PLUS (includes APIs) 5% of Total License Integrations Module PLUS (includes APIs) 5% of Total License EAM Standard License for City Government (Population < 50 Thousand Residents) 10% of Total License EAM Standard License for City Government (Population 50-100 Thousand Residents) 21.00% EAM Standard License for City Government (Population 100-300 Thousand Residents) 31.00% EAM Standard License for City Government (Population 300 Thousand - 1 Million Residents) 31.00% EAM Standard License for City Government (Population > 1 Million Residents) 41.00% EAM Standard License for County Government (Population < 50 Thousand Residents) 21.00% EAM Standard License for County Government (Population 50-100 Thousand Residents) 21.00% EAM Standard License for County Government (Population 100-500 Thousand Residents) 31.00% EAM Standard License for County Government (Population 500 Thousand - 3 Million Residents) 31.00% EAM Standard License for County Government (Pupulation > 3 Million Residents) 41.00% EAM Standard License for State Government (Population < 1 Million Residents) 41.00% EAM for State Government (Population 1-5 Million Residents) 41.00% EAM for State Government (Population 5-10 Million Residents) 41.00% EAM for State Government (Population 10-20 Million Residents) 41.00% AssetWorks Inc. APPENDIX C - PRICING INDEX DIR-CPO-5693 Software •andRelatedServices Product Description EAM for State Government (Population >20 Million Residents) DISCOUNT OF MSRP/List Price 41.00% EAM Connect Module 10% of Total License Veeder Root Integration (per site if 1 site) 7.50% FuelFocus TLS/ Veeder Root Integration License (per site, if one site) 21.00% Veeder Root Integration (per site if multiple sites, up to 8 add'I sites) 7.50% FuelFocus TLS/ Veeder Root Integration License (per site, if multiple sites) 21.00% VDC Integration (per site if 1 site) 7.50% FuelFocus RFC Controller Handheld MFC Fueling Application License Brand: AssetWorks Inc, Fleet Saas for Perpetual License Services - FleetFocus Monthly Fee (Non -Transit) 21.00% 5.00% Saas for Perpetual License, per Non -Transit vehicle per month, Server Set -Up (one time) 1.00% Saas for Perpetual License, per Non -Transit vehicle per month, Reports Server Set -Up (one-time) 1.00% Saas for Perpetual License, per Non -Transit vehicle per month, VPN Setup Fee 1.00% Saas for Perpetual License, per Non -Transit vehicle per month, Reports Server Per Month 1.00% Saas for Perpetual License, per Non -Transit vehicle per month, Vehicles 500-749 1.00% Saas for Perpetual License, per Non -Transit vehicle per month, Vehicles 750-1999 1.00% Saas for Perpetual License, per Non -Transit vehicle per month, Vehicles 2000-4999 1.00% Saas for Perpetual License, per Non -Transit vehicle per month, Vehicles 5000-9999 1.00% Saas for Perpetual License, per Non -Transit vehicle per month, Vehicles 10000-14999 1.00% Saas for Perpetual License, per Non -Transit vehicle per month, Vehicles 15000+ 1.00% Saas for Perpetual License, per Transit vehicle per month, Server Set -Up (one time) 1.00% Saas for Perpetual License, per Transit vehicle per month, Reports Server Set -Up (one-time) 1.00% Saas for Perpetual License, per Transit vehicle per month, Vehicles 1-99 1.00% Saas for Perpetual License, per Transit vehicle per month, Vehicles 100-199 1.00% Saas for Perpetual License, per Transit vehicle per month, Vehicles 200-299 1.00% Saas for Perpetual License, per Transit vehicle per month, Vehicles 300-399 1.00% Saas for Perpetual License, per Transit vehicle per month, Vehicles 400-499 1.00% AssetWorks Inc. APPENDIX C - PRICING INDEX D- • • Software • . Related Services Product • • Saas for Perpetual License, per Transit vehicle per month, Vehicles 500-749 DISCOUNT OF IVISRP/List Price 1.00% Saas for Perpetual License, per Transit vehicle per month, Vehicles 750-1999 1.00% Saas for Perpetual License, per Transit vehicle per month, Vehicles 2000+ 1.00% ASP/Software As a Service, and Saas for Perpetual License- Non -Transit, VPN Setup Fee 1.00% ASP/Software As a Service, and Saas for Perpetual License- Non -Transit, Reports Server Per Month 1.00% ASP/Software As A Service, and Saas for Perpetual License- Transit, Server Set -Up (one-time) 1.00% ASP/Software As a Service, and Saas for Perpetual License- Non -Transit, Server Set -Up (one-time) 1.00% ASP/Software As a Service, and Saas for Perpetual License- Non -Transit, Vehicles 500-749 1.00% ASP/Software As a Service, and Saas for Perpetual License- Non -Transit, Vehicles 750-1999 1.00% ASP/Software As a Service, and Saas for Perpetual License- Non -Transit, Vehicles 2000-4999 1.00% ASP/Software As a Service, and Saas for Perpetual License- Non -Transit, Vehicles 5000-9999 1.00% ASP/Software As a Service, and Saas for Perpetual License- Non -Transit, Vehicles 10000-14999 1.00% ASP/Software As a Service, and Saas for Perpetual License- Non -Transit, Vehicles 15000+ 1.00% ASP/Software As A Service, and Saas for Perpetual License- Transit (per vehicle) Vehicles 1-99 1.00% ASP/Software As A Service, and Saas for Perpetual License- Transit, Vehicles 100-199 1.00% ASP/Software As A Service, and Saas for Perpetual License- Transit, Vehicles 200-299 1.00% ASP/Software As A Service, and Saas for Perpetual License- Transit, Vehicles 300-399 1.00% ASP/Software As A Service, and Saas for Perpetual License- Transit, Vehicles 400-499 1.00% ASP/Software As A Service, and Saas for Perpetual License- Transit, Vehicles 500-749 1.00% ASP/Software As A Service, and Saas for Perpetual License- Transit, Vehicles 750-1999 1.00% ASP/Software As A Service, and Saas for Perpetual License- Transit, Vehicles 2000+ 1.00% Asset Analytics Platform Monthly Fee- Monthly charge per asset (0-999 assets) 5.00% Asset Analytics Platform Monthly Fee 5.00% Asset Analytics Platform Monthly Fee 5.00% Saas for Perpetual Licences - FuelFocus Monthly Fee 5.00% Saas - FuelFocus (Transit) 5.00% Saas for Perpetual Licences - KeyValet Monthly Fee 5.00% Saas - Reporting Database Monthly Fee 5.00% AssetWorks Inc. APPENDIX C - PRICING INDEX D- • •-M Software (COTS) and Related Services Product Saas - Fuel Focus (Non -Transit) DISCOUNT OF IVISRP/List Price 5.00% Saas - ECU Charge Management (annual cost per charger connector) 5.00% Saas Services - KeyValet Monthly Fee 5.00% MAXQueue Module PLUS Subscription 5.00% Integrations Module PLUS Subscription 5.00% Saas - Asset Analytics Platform Module 5.00% EAM Saas for Perpetual License for City Government (Population < 50 Thousand Residents) 1.00% EAM Saas for Perpetual License for City Government (Population 50-100 Thousand Residents) 1.00% EAM Saas for Perpetual License for City Government (Population 100-300 Thousand Residents) 1.00% EAM Saas for Perpetual License for City Government (Population 300 Thousand - 1 Million Residents) 1.00% EAM Saas for Perpetual License for City Government (Population > 1 Million Residents) 1.00% EAM Saas for Perpetual License for County Government (Population < 50 Thousand Residents) 1.00% EAM Saas for Perpetual License for County Government (Population 50-100 Thousand Residents) 1.00% EAM Saas for Perpetual License for County Government (Population 100-500 Thousand Residents) 1.00% EAM Saas for Perpetual License for County Government (Population 500 Thousand - 3 Million Residents) 1.00% EAM Saas for Perpetual License for County Government (Pupulation > 3 Million Residents) 1.00% EAM Saas for Perpetual License for State Government (Population < 1 Million Residents) 1.00% EAM Saas for Perpetual License for State Government (Population 1-5 Million Residents) 1.00% EAM Saas for Perpetual License for State Government (Population 5-10 Million Residents) 1.00% EAM Saas for Perpetual License for State Government (Population 10-20 Million Residents) 1.00% EAM Saas for Perpetual License for State Government (Population >20 Million Residents) 1.00% EAM Saas for County Government (Pupulation < 50 Thousand Residents) 1.00% EAM Saas for County Government (Pupulation 50-100 Thousand Residents) 1.00% EAM Saas for County Government (Pupulation 100-500 Thousand Residents) 1.00% EAM Saas for County Government (Pupulation 500 Thousand - 3 Million Residents) 1.00% EAM Saas for County Government (Pupulation > 3 Million Residents) 1.00% EAM Saas for State Government (Population < 1 Million Residents) 1.00% EAM Saas for State Government (Population 1-5 Million Residents) 1.00% AssetWorks Inc. APPENDIX C - PRICING INDEX D- • •-M Software (COTS) and Related Services Product EAM Saas for State Government (Population 5-10 Million Residents) DISCOUNT OF IVISRP/List Price 1.00% EAM Saas for State Government (Population 10-20 Million Residents) 1.00% EAM Saas for State Government (Population >20 Million Residents) 1.00% EAM Saas for City Government (Pupulation < 50 Thousand Residents) 1.00% EAM Saas for City Government (Pupulation 50-100 Thousand Residents) 1.00% EAM Saas for City Government (Pupulation 100-300 Thousand Residents) 1.00% EAM Saas for City Government (Pupulation 300 Thousand - 1 Million Residents) 1.00% EAM Saas for City Government (Pupulation > 1 Million Residents) 1.00% Verizon Connect Telematics Cloud Service 5.00% Verizon Reveal Telematics Cloud Service 5.00% Geotab Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (up to 1,499 units) 5.00% Geotab Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (1,500-2,999 unis) 5.00% Geotab Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (3,000-4,499 units) 5.00% Geotab Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (4,500-5,999 units) 5.00% Geotab Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (6,000-7,499 units) 5.00% Geotab Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (7,500-8,999 units) 5.00% Geotab Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (9,000-10,499 units) 5.00% Geotab Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (10,500-11,999 units) 5.00% Geotab Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (12,000-13,499 units) 5.00% Geotab Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (13,500-14,999 units) 5.00% Geotab Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (15,000+ units) 5.00% GPS Insight Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (up to 1,499 units) 5.00% GPS Insight Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (1500-2999 units) 5.00% GPS Insight Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (3000-4499 units) 5.00% GPS Insight Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (4500-5999 units) 5.00% GPS Insight Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (6000-7499 units) 5.00% GPS Insight Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (7500-8999 units) 5.00% GPS Insight Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (9000-10499 units) 5.00% AssetWorks Inc. APPENDIX C - PRICING INDEX D- • •-M Software (COTS) and Related Services Product GPS Insight Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (10500-11999 units) DISCOUNT OF IVISRP/List Price 5.00% GPS Insight Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (12000-13499 units) 5.00% GPS Insight Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (13500-14999 units) 5.00% GPS Insight Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (15000+ units) 5.00% LB Technologies Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (up to 1,499 units) 5.00% LB Technologies Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (1500-2999 units) 5.00% LB Technologies Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (3000-4499 units) 5.00% LB Technologies Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (4500-5999 units) 5.00% LB Technologies Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (6000-7499 units) 5.00% LB Technologies Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (7500-8999 units) 5.00% LB Technologies Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (9000-10499 units) 5.00% LB Technologies Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (10500-11999 units) 5.00% LB Technologies Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (12000-13499 units) 5.00% LB Technologies Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (13500-14999 units) 5.00% LB Technologies Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (15000+ units) 5.00% Samsara Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (up to 1,499 units) 5.00% Samsara Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (1500-2999 units) 5.00% Samsara Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (3000-4499 units) 5.00% Samsara Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (4500-5999 units) 5.00% Samsara Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (6000-7499 units) 5.00% Samsara Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (7500-8999 units) 5.00% Samsara Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (9000-10499 units) 5.00% Samsara Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (10500-11999 units) 5.00% Samsara Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (12000-13499 units) 5.00% Samsara Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (13500-14999 units) 5.00% Samsara Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (15000+ units) 5.00% ThingTech Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (up to 1,499 units) 5.00% ThingTech Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (1500-2999 units) 5.00% AssetWorks Inc. APPENDIX C - PRICING INDEX DIR-CPO-5693 Software •andRelatedServices Product Description ThingTech Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (3000-4499 units) DISCOUNT OF MSRP/List Prim 5.00% ThingTech Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (4500-5999 units) 5.00% ThingTech Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (6000-7499 units) 5.00% ThingTech Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (7500-8999 units) 5.00% ThingTech Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (9000-10499 units) 5.00% ThingTech Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (10500-11999 units) 5.00% ThingTech Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (12000-13499 units) 5.00% ThingTech Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (13500-14999 units) 5.00% ThingTech Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (15000+ units) 5.00% Verizon Reveal Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (up to 1,499 units) 5.00% Verizon Reveal Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (1500-2999 units) 5.00% Verizon Reveal Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (3000-4499 units) 5.00% Verizon Reveal Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (4500-5999 units) 5.00% Verizon Reveal Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (6000-7499 units) 5.00% Verizon Reveal Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (7500-8999 units) 5.00% Verizon Reveal Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (9000-10499 units) 5.00% Verizon Reveal Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (10500-11999 units) 5.00% Verizon Reveal Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (12000-13499 units) 5.00% Verizon Reveal Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (13500-14999 units) 5.00% Verizon Reveal Telematics Cloud Interface Adaptor- Monthly charge per vehicle unit (15000+ units) 5.00% GlobalStar Unlimited 9 Byte Message Plan Project Management Services 5.00% 2.50% Implementation Services 2.50% Conversion Services 2.50% Consultive Services 2.50% FuelFocus Services 2.50% Annual Maintenance of Software (based on total, discounted software and add -on module pricing) 25.00% of Total Software Services not covered under this RFO scope are: Cloud Hosting, Development, Cloud Broker and Cloud Assessment Services, Customization of Core Software, Professional or Consulting services as defined in Chapter 2254 of the Texas Government Code. AssetWorks Inc. APPENDIX C - PRICING INDEX DIR-CPO-5693 Software • • Related Services DISCOUNT OF Product • • Price 4. Turnkey Solutions m Turnkey Solutions packages to be configured based on customer requirements including Software and To be Discounted at the Services as listed above and Hardware authorized items as listed below. Line Item Level Hardware will be sold with Software as part of a Turnkey Solution. Stand alone Hardware sales are not Aloud under this contract. The following Items are only sold as part of a Turnkey Solution Package in accordance .. • PEM Port Expansion Module 2.00% Satellite Modem 2.00% T-Ring 3-13/16 (R-1000L) (up to 1499 units) price per unit 2.50% T-Ring 4-3/16 (R-110UL) (up to 1499 units) price per unit 2.50% T-Ring 4-13/16 (R-125UL) (up to 1499 units) price per unit 2.50% T-Ring 2.5" 2-5/15 (X-2.5UL) (up to 1499 units) price per unit 2.50% T-ring 4.8" (X-4.8U) (up to 1499 units) price per unit 2.50% T-ring OVAL (X-4.SB) (up to 1499 units) price per unit 2.50% T-Ring 2-5/8 (R-70UL) (up to 1499 units) price per unit 2.50% T-Ring 3.0 (R-80UL) (up to 1499 units) price per unit 2.50% ICU & Front Panel Options, AWID Option (up to 49 units) price per unit 7.50% Banner Overhead Sensors (up to 49 units) price per unit 10.00% Omron Base (up to 99 units) price per unit 10.00% Dispenser Bypass Card (up to 9 units) price per unit 10.00% FF Communication Cable (up to 9 units) price per unit 7.50% 4 Channels Electric Board (up to 9 units) price per unit 10.00% Dashboard Coil (up to 1499 units) price per unit 2.50% Graphic 4 Line Display (up to 9 units) price per unit 10.00% WAF Camera Box Set for Fj3 7.50% Driver ID Key for FJ3 - Black (up to 1,999) each 2.50% FJ3 Driver ID Add On Kit (up to 1,499 pieces) (each) 2.50% FJ3 RFU Adapter Card Assembly ,Com rate 57600 (up to 9 units) each 7.50% Nozzle Transponders - Universal FJ3 (up to 199 units) 12.50% RFU Set for VDC System FG3 7.50% HID Keys (up to 4999 units) price per unit 10.00% Head Lock (up to 9 units) price per unit 10.00% ICU & Front Panel Options, HID Option (up to 49 units) price per unit 7.50% RFC-2500 ICU -WAF 4 Optical Channels No Option (up to 49 units) price per unit 20.00% Assefflorks Inc. APPENDIX C - PRICING INDEX DIR-CPO-5693 Software • «e.: Product 4 Channel Junction Board (EOL) (up to 9 units) price per unit DISCOUNT OF MSRP/List Price 10.00% 8 Channel Junction Board (up to 9 units) price per unit 10.00% Keypad (up to 9 units) price per unit 10.00% LCD Display - 2 Line (up to 9 units) price per unit 10.00% MPA3 BOX For Mobile ICU for new mobile ICU 10.00% Wireless Mini PCI module (WiFi board ) for new mobile ICU 10.00% panel board for new mobile controller 10.00% RFC-2500 WAF Mobile Refueler (up to 49 units) price per unit 7.50% OBDII Canbus Easy Connect Cable - (up to 499 units) price per unit 2.50% Oil Reel Conversion Kit (up to 49 units) price per unit 7.50% Power Box WIN7 (fuse, surge protection, power supply, switch and filter) (up to 9 units) price per unit 10.00% Pedestal Lock (up to 9 units) price per unit 10.00% Passive GPS Add On Kit (up to 1,499 pieces) (each) 2.50% Pump Board (up to 9 units) price per unit 10.00% Panel Board (up to 9 units) price per unit 10.00% RVB Programmer (up to 19 units) price per unit 2.50% ICU & Front Panel Options, Printer Upgrade Kit with door (after sale) (up to 49 units) price per unit 7.50% RFU Adaptor (up to 9 units) price per unit 10.00% Vehicle Coil 2.6" (S-65U) Slim (up to 1499 units) price per unit 2.50% Slim Coils (up to 1499 units) price per unit 2.50% Vehicle Coil with PVC Cover S-75 (up to 1499 units) price per unit 2.50% ICU UPGRADE KIT 12 HOSE TO 16 HOSE 7.50% ICU UPGRADE KIT 4 HOSE TO 8 HOSE 7.50% WAF Upgrade Kit For RFC2500 (RM915) 7.50% WAF Box Hi Power w/ mast (up to 49 units) price per unit 7.50% N-Ring L type (2-7/8") (up to 1499 units) price per unit 2.50% Device Transfer 2.00% Additional Hubs - (Bag of 25) 10.00% Satellite Kit (includes one modem, antenna and harness) 2.00% Option, Duress Alarm (Requires Relay Output) (GS124 Var E) (6333-002) 10.00% Option, Non -Random Key Return (6333-004) 10.00% Option, Multi User Key Access (6333-003) 10.00% Key Module - 8 Keys 10.00% Key Module - 16 Keys 10.00% Key Module - 6 Keys 10.00% Key Cabinet - 3 Modules (up to 48 Keys) 10.00% Key Cabinet - 6 Modules (2X3 Vertical) (up to 96 Keys) 10.00% Assefflorks Inc. APPENDIX C - PRICING INDEX DIR-CPO-5693 Software • «e.: Product KW ILL, 3 MOD ADD ON CABINET (2420-000) DISCOUNT OF IVISRP/Llst Price 10.00% KW ILL, 6 MOD ADD ON CABINET (2860-000) (VERTICAL)(STANDARD SIZE) 10.00% Credit Card Module - 8 Cards 10.00% Locker Module - 2 Lockers 10.00% Locker Module - 1 Locker 10.00% Key Cabinet - 1 Module (up to 16 Keys) 10.00% Key Cabinet - 9 Modules 10.00% KW ILL, 9 MOD ADD ON CABINET (2013-000) 10.00% KW ILL, 1 MOD ADD ON CABINET (2918-001) 10.00% Key Cabinet - 2 Modules (up to 32 Keys) 10.00% KW ILL, 2 MOD ADD ON CABINET (2933-000) 10.00% PANEL, 6 LOCKERS4"W X 12"H X 6"D (2785-01A) (USED WITH KW-8047 OR KW-8049 ONLY) 10.00% Key Cabinet - Locker Panels 10.00% KW ILL, ADD ON CABINET DEEP (2790-000) (USED WITH KW-8064 OR KW-8066 ONLY) 10.00% PANEL, 4 LOCKERS-18"W X 4"H X 12"0 (2788-000) (USED WITH KW-8062 OR KW-8063 ONLY) 10.00% Locker Module - 1 Locker 10.00% PANEL, 6 LOCKERS-4"W X 12"H X 9"D (2785-01 C) (USED WITH KW-8062 OR KW-8063 ONLY) 10.00% Key Cabinet - 6 Modules (3x2 Horizontal) (Up to 96 Keys) 10.00% KW ILL, 6 MOD ADD ON CABINET (2635-000) (HORIZONTAL) 10.00% Steel Rings (Bag-25). (SR10) (2131-0013) 10.00% Reader, Proximity. (2152-000) 10.00% Smartkeys, Credit Card (2025-000) 10.00% Smartkeys, Quick -Fit (Bag-10) (2823-000) (Rings sold separately) 10.00% Ring, Smartkey, Quick -Fit (Bag-100) (2824-000) 10.00% Smartkeys, Secure -A -Key (2588-000) 10.00% Smartkeys, Locker (2826-000) 10.00% Door, Polycarb 6 MOD (2070-000) 10.00% Door, Polycarb 3 MOD (2452-000) 10.00% MODULE, ILL BLANK (2668-000) 10.00% Remote Box, Dual, Wall Mount (2680-000) 10.00% Remote Box, Dual, Desk Mount (2680-000) 10.00% Option, Door Control (6333-005) (Requires KW-8124 Relay Output Board) 10.00% Door, Polycarb 1 MOD (2926-000) 10.00% Door, Polycarb 2 MOD (2938-000) 10.00% Reinstallation Kit 2.00% Tamper Resistant Zip Ties (100 per pack) 2.00% Window -Mount GPS Antenna Module (5500/5200) 2.00% AssetWorks Inc. APPENDIX C - PRICING INDEX D- • •-M Software • . Related Services Product • • Sensor Input Harness (5500/5200) DISCOUNT OF Price 2.00% OBD-II Adapter Kit only including Core Connector & 8 Adapters (5500/5200) 2.00% 6-pin Heavy Duty Harness (5500/5200) 2.00% 9-pin Heavy Duty Harness with Square Flange (5500/5200) 2.00% 9-pin Heavy Duty Harness with "D" Mount (5500/5200) 2.00% Universal Harness (5200) 2.00% Light Duty Harness plus OBD-II Adapter Kit (5500/5200) 2.00% Alternate Power Adaptor (5500/5200) 2.00% Garmin FMI 45 Cable with Traffic for CONNECT 2.00% Garmin FMI Modified Cable 2.00% Pelican Micro Case for 5200 w/ 15' Universal Harness 2.00% Quick Install Harness 2.00% Driver ID Reader 2.00% Driver ID Key 2.00% Driver ID Reader Adapter 2.00% Satellite Antenna 2.00% Satellite Harness 2.00% Asset Guard BX Replacement Battery (1) 2.00% Asset Guard BX Magnet Mount Kit (set of 4) 2.00% OBD Harness Extension 2.00% 16-pin Heavy Duty Harness 2.00% Driver ID Buzzer 2.00% Universal Harness (6100) 2.00% 5000 9-pin Heavy Duty Harness "D" Type 2 2.00% 5000 9-pin Heavy Duty Harness "Square" Type 2 2.00% Base Installation - Plug/Play or 3 Wire 2.00% Add -On to Base Installation (Garmin) 2.00% Add -On to Base Installation (Sensor) 2.00% Add -On to Base Installation (Asset Guard BX/PW) 2.00% Add -On to Base Installation (Pelican Micro Case) 2.00% Add -On to Base Installation (Port Expansion Module) 2.00% Add -On to Base Installation (Satellite) 2.00% Add -On to Base Installation (Driver ID) 2.00% Add -On to Base Installation (Bluetooth) 2.00% Removal 2.00% Device Swap 2.00% AssetWorks Inc. APPENDIX C - PRICING INDEX DIR-CPG-5693 Software • • Related Services Product • • 2 hose ICU Dallas reader no pedestal with WAF support Not include WAF box & mast (up to 49 units) price per unit DISCOUNT OF Price 7.50% Pedestal Adapter 7.50% MC5590 Cradle, includes cradle, power supply, and cord 7.50% Motorola MC55A0, Power supply 7.50% Motorola MC55A0, Cord 7.50% Motorola MC55A0, USB cable 7.50% Motorola MC55A0, Charge Cable power supply 7.50% MC5590 USB charging/communication cable 7.50% Symbol MC9590K Ruggedized Device, Color Display, 53 Key 7.50% MC9590 Single Bay Cradle 7.50% Symbol MC9590K, USB cable 7.50% MC9590 Battery 7.50% Symbol MC9590K, Soft Case Holster 7.50% Motorola MC9598-K Ruggedized Device, Verison Carrier, ID scanner, Camera, Alpha Numeric Primary wide 7.50% MC9590 Single Bay Cradle 7.50% Motorola MC9598-K, USB cable 7.50% Motorola MC9598-K , MC9590 Battery 7.50% Motorola MC9598-K, Soft Case Holster 7.50% LS2208 Wedge Device 7.50% LS3578 Cordlesss Scanner Bluetooth KIT 7.50% LS3578 Cordlesss Scanner Bluetooth 7.50% LS3578 Charging and Radio Cradle 7.50% LS3578 Charging Cradle 7.50% Power supply for cradle 7.50% Line cord 7.50% PM43 bar code printer 7.50% 4" W x 1.5"L label, 2400 per roll 4 rolls per case 7.50% 4.1" W x 6000"L Premium Wax Resin ribbon, each 7.50% Zebra ZT230 Serial, Ethernet & USB, 203 dpi 7.50% Zebra ZT230 Serial, Parallel & USB, 203 dpi 7.50% Z-Ultimate 3000T 3 x 1, 5240 per roll 4 rolls per case 7.50% Resin ribbon 3.27 x 1476' - 6 rolls per case 7.50% Resin ribbon 3.27 x 1476' - per each price 7.50% Zebra GK420t with USB,Printer Kit 7.50% Zebra GK420t with USB & Internal Ethernet 7.50% 4" W x 1.S"L label, 1790 per roll 12 rolls per case 7.50% AssetWorks Inc. APPENDIX C - PRICING INDEX D- • • Software • • Related Services DISCOUNT OF Product • • Price 4" W x 1"L label, 2260 per roll 4 rolls per case 7.50% 4.3 x 2913"L ribbon, 12 per case 7.50% 4" W x 2" Label, 1,370 labels per roll, 6 rolls per case 7.50% 4.3" W x 244' L Wax/Resin ribbon, each 7.50% 2 hose ICU MAG reader no pedestal with WAF support Not include WAF box & mast (up to 49 units) price r 7.50% 2 hose ICU HID reader no pedestal with WAF support Not include WAF box & mast (up to 49 units) price pE 7.50% 2 hose ICU Dallas reader no pedestal no WAF support (up to 49 units) price per unit 7.50% 2 hose ICU MAG reader no pedestal no WAF support (up to 49 units) price per unit 7.50% 2 hose ICU HID reader no pedestal no WAF support (up to 49 units) price per unit 7.50% Flash Disk 8G - WIN7 - Mobile ICU (Programmed) (up to 9 units) price per unit 10.00% Combo J1939/J1708 9 Pin Deutsche Easy Connect Cable (up to 499) price per unit 2.50% DDA - with power supply (up to 49 units) price per unit 7.50% FIA Option for FJ3 (up to 1499 units) price per unit 2.50% FJ3 Programmer (up to 19 units) price per unit 2.50% FG3 OBDII Canbus (Current version) up to 1,499 pieces (each) 2.50% VIB WAF Canbus (up to 1499 units) price per unit 2.50% RFC-2500 ICU with WAF SUPPORT (without WAF Unit), RFC2500 ICU - WAF, 12 No Option (up to 49 units) 7.50% price per unit RFC-2500 ICU with WAF SUPPORT (without WAF Unit) & Printer, RFC2500 ICU - WAF, 12 No Option - 7.50% Printer (up to 49 units) price per unit RFC-2500 ICU with WAF SUPPORT (without WAF Unit), RFC2500 ICU - WAF, 16 No Option (up to 49 units) 7.50% price per unit RFC-2500 ICU with WAF SUPPORT (without WAF Unit) & Printer, RFC2500 ICU - WAF, 16 No Option - 7.50% Printer (up to 49 units) price per unit RFC-2500 ICU with WAF SUPPORT (without WAF Unit), RFC1500 ICU - WAF, 2 Hose No Option (up to 49 7.50% units) price per unit RFC-2500 ICU with WAF SUPPORT (without WAF Unit), RFC2500 ICU - WAF, 4 No Option (up to 49 units) 7.50% price per unit RFC-2500 ICU with WAF SUPPORT (without WAF Unit) & Printer, RFC2500 ICU - WAF, 4 No Option - 7.50% Printer (up to 49 units) price per unit RFC-2500 ICU with WAF SUPPORT (without WAF Unit), RFC2500 ICU - WAF, 8 No Option (up to 49 units) 7.50% price per unit RFC-2500 ICU with WAF SUPPORT (without WAF Unit) & Printer, RFC2500 ICU - WAF, 8 No Option - 7.50% Printer (up to 49 units) price per unit AsseMorks Inc. APPENDIX C - PRICING INDEX D:. Software • 1' • Services Product Description 12V charge battery DISCOUNT OF Price 10.00% GPS unit 2.50% RFC-2500 WAF Mobile Refueler (50 to 99 units) price per unit 15.00% Mechanical Pump Adapter (up to 49 units) price per unit 7.50% Twinax Heavy Duty Easy Connect Cable - (up to 499 units) price per unit 2.50% Nozzle Transponders -Universal up to 199 7.50% VDC Kit (includes WAF, RFU, VDC Firmware) up to 49 units 7.50% VDC Kit w/ CPU (includes WAF, RFU, VDC Firmware) up to 49 units 7.50% J1939 Type II 500kb Heavy Duty 9-Pin Cables with Green Connectors (500 to -3,999 units) price per unit 5.00% Mag Stripe Reader 3.50% 2 Hose ICU Dallas, No Pedestal with WAF (No WAF Box and Mast) 11.00% 2 Hose ICU MAG, No Pedestal with WAF (No WAF Box and Mast) 11.00% 2 Hose ICU HID, No Pedestal with WAF (No WAF Box and Mast) 11.00% 2 Hose ICU Dallas, No Pedestal, No WAF 11.00% 2 Hose ICU MAG, No Pedestal, No WAF 11.00% 2 Hose ICU HID, No Pedestal, No WAF 11.00% FuelFocus 1350 Controller - 2 Hose - Dallas Reader and RFID Ready without Pedestal 11.00% 4 Hose ICU Dallas, No Pedestal with WAF (No WAF Box and Mast) 11.00% 4 Hose ICU MAG, No Pedestal with WAF (No WAF Box and Mast) 11.00% 4 Hose ICU HID, No Pedestal with WAF (No WAF Box and Mast) 11.00% FuelFocus 1350 Controller - RFID Ready - 4 Hose - MAG Reader - No Pedestal 11.00% FuelFocus 1350 Controller - RFID Ready - 4 Hose - HID Reader - No Pedestal 11.00% 4 Hose ICU Dallas, No Pedestal, No WAF 11.00% 4 Hose ICU MAG, No Pedestal, No WAF 11.00% 4 Hose ICU HID, No Pedestal, No WAF 11.00% FuelFocus 1350 Pedestal 11.00% 1350 Pedestal 11.00% 8 Hose ADA Pedestal 11.00% FuelFocus Controller - Non-RFID - 4 Hose RFC2500 with Printer 11.00% FuelFocus Controller - RFID Ready - 4 Hose RFC2500 with Printer 11.00% FuelFocus Controller - Non-RFID - 8 Hose RFC2500 with Printer 11.00% FuelFocus Controller - RFID Ready - 8 Hose RFC2500 with Printer 11.00% RFID Mast Adapter Set 11.00% Wide Base Pedestal with EJ Ward Adapter 11.00% Bluetooth Key Fob 3.50% iButton Key Fob 3.50% ME175 3.50% AsseMorks Inc. APPENDIX C - PRICING INDEX D:. Software • Related Services Product Description ME175 DISCOUNT Price 3.50% Dual Head 9 Pin Square J19393 to OBD Cable (ME87) 3.50% 9 Pin DJ1939 to OBD "Y" Cable (ME87) 3.50% Dual Head 6 Pin Square J1708 to OBD Cable (ME87) 3.50% ME87 Vehicle Tracking Unit 3.50% 16 Pin OBDII "Y" Cable (ME87) 3.50% 60G CFST Disk for Win7 11.00% 60G CFST Disk for Win10 11.00% FuelFocus Front Panel Option - Backlit Keypad Upgrade 11.00% RFC-2500 ECU with RFC Reader 11.00% RFC-2500 ECU with HID Reader 11.00% FuelFocus Front Panel Option - Dallas Key Reader 11.00% Light Duty Fuel Inlet Antenna 11.00% RFC-2500 ECU Charging Board 11.00% RFID Camera Box Set for FJ3 11.00% FJ3 Heavy Duty Vehicle Kit 11.00% 17J3 Light Duty Vehicle Kit 11.00% Fuel Inlet Antenna Option for FJ3 11.00% FJ3 RF Vehicle ID Box Programmer 11.00% RFU Set for VDC System FG3 11.00% FJ3 RFID Vehicle Identification Box 11.00% KeyValet Front Panel Option - HID 11.00% OBDII Canbus Easy Connect "Y" Cable 11.00% FuelFocus Front Panel Option - Schlage Card Reader 11.00% Vehicle Data Collector Kit 11.00% Vehicle Data Collector Kit with CPU 11.00% Replacement Batteries for Nozzle Tags 11.00% Windows CPU Board (BTOS) 11.00% BTOS CPU Board 11.00% Windows CPU Board (BTOS) with Win10 Disk 11.00% OBDII Canbus Easy Connect "Y" Cable 11.00% Combo J1939/J1708 9-Pin Deutsche Easy Connect "Y" Cable 11.00% J1939 High Speed Easy Connect "Y" Cable 11.00% Ligowave Modem 11.00% Cambium Canopy Network PTMP Hardware 11.00% BlackVue HD Two Channel Dashcam 3.50% FJ3 Vehicle Kit - Heavy Duty 11.00% AsseMorks In r D= • •and ReIaW Product • • FJ3 Vehicle Kit - Light Duty DISCOUNT OF IVISRP/List Price 11.00% Fuel Inlet Antenna 11.00% ME110/105 Programming Cable 3.50% IBUTTON READER AND CABLE ASSY, 4 FT (USE WITH 5C250) 3.50% M E105/110 Activation Fee 3.50% ME105 Asset Tracker 3.50% ME105 Metal Mounting Bracket 3.50% Kore SIM Card 3.50% ME105/ME110 Power Cable 3.50% HID Card Reader 3.50% M E110 Satellite AssetTracker 3.50% Omron DPST-NO Relay with Base 11.00% HID 1326 Clam Shell Prox Card III 11.00% HID Keys 11.00% Cradlepoint Cellular Modem - Verizon 11.00% FJ3 Vehicle Programmer 11.00% FJ3 Heavy Duty Vehicle Kit 11.00% FJ3 Light Duty Vehicle Kit 11.00% RFC2500 Mobile Refueler with RFID 11.00% RFC2500 Mobile Refueler without RFID 11.00% RFC2500 2 Hose Mobile Refueler Expansion Box 11.00% ME3 Asset Tracker 3.50% Hardware Installation Services 2.50% FuelDrive Front Panel Option - HID 11.00% FuelDrive Front Panel Option - Mag Card 11.00% Nozzle Transponder - Dual Mode FJ3 and 918MHz 11.00% Standard Universal High Power FJ3 Nozzle Tags 11.00% Wired Fuel Option for FJ3 11.00% FJ3 RF Vehicle ID Box 11.00% SVID Kit 11.00% SVID Fuel Option for FJ3 11.00% FuelFocus Spare Part Kit Win10 11.00% FuelFocus Spare Part Kit Win10 11.00% FuelFocus Spare Part Kit Win10 11.00% FuelFocus Upgrade Kit 11.00% Dash Coil 11.00% RFID Antenna - High Power without Mast 918MHz 11.00% AssetWorks Inc. APPENDIX C - PRICING INDEX D• Software (COTS) and Related Services Product RFID Antenna DISCOUNT OF IVISRPII-Ist Price 11.00% WAF Box with Mast 11.00% T-Ring 3.6 11.00% Fuel Inlet Antenna Kit 11.00% SOLA HD Active Tracking Filter and Surge Suppression 11.00% LTC AA Battery 3.50% Vehicle Data Collector Kit 11.00% Vehicle Data Collector Kit with CPU 11.00% Windows 10 ICU Upgrade - SS - 12 Hose RFID HID 11.00% Windows 10 ICU Upgrade - SS - 12 Hose RFID HID/MAG 11.00% Windows 10 ICU Upgrade - SS - 16 Hose RFID MAG 11.00% Windows 10 ICU Upgrade - SS -16 Hose RFID HID/MAG 11.00% Windows 10 ICU Upgrade - SS -16 Hose RFID HID 11.00% Windows 10 ICU Upgrade - SS - 16 Hose RFID HID/MAG 11.00% Windows 10 ICU Upgrade - SS - 4 Hose RFID MAG 11.00% Windows 10 ICU Upgrade - SS - 4 Hose RFID HID 11.00% Windows 10 ICU Upgrade - SS - 4 Hose RFID HID/MAG 11.00% Windows 10 ICU Upgrade - SS - 8 Hose RFID MAG 11.00% Windows 10 ICU Upgrade - SS - 2 Hose RFID HID 11.00% Windows 10 ICU Upgrade - SS - 8 Hose RFID HID 11.00% Windows 10 ICU Upgrade - SS - 8 Hose RFID HID/MAG 11.00% Windows 10 ICU Upgrade - SS - 2 Hose RFID MAG 11.00% Windows 10 ICU Upgrade - SS - 2 Hose RFID HID/MAG 11.00% Windows 10 ICU Upgrade - SS - 12 Hose RFID MAG 11.00% FJ3 WAF Box Hi Power w/ mast (up to 49 units) price per unit 7.50% ICU & Front Panel Options, Mag Card Option (up to 49 units) price per unit 7.50% Surge Suppressors/Filters - UPS Power Conditioners (up to 49 units) price per unit 7.50% Saas CAM Analytics & Planning Environment - One Time Setup Fee 5.00% Saas CAM One Time Setup Fee 5.00% Saas Environment - One Time Setup Fee (Transit) 5.00% Saas for Perpetual License Environment - One Time Setup Fee (Transit) 5.00% Saas Reporting Environment - One Time Setup Fee (Transit) 5.00% Field Service Solution (FSS) - GPS/Telematics 3.50% Field Service Solution (FSS) - Asset/Trailer Tracking 3.50% GPS/TelematicsNehicle Events API 3.50% Work Order Web Services API 3.50% Employee/Assets System of Record API 3.50% AssetWorks Inc. APPENDIX C - PRICING INDEX DIR-CPG-5693 Software (COTS) and Related Services Product Description ChargePoint Cloud Service - FuelFocusEV Integration DISCOUNT OF IVISRP/List Price 11.00% AssetWorks GPS Bundle (includes Hardware and Monthly Subscription - Quantity 1+ *Discount included in tiered AssetWorks GPS Bundle (includes Hardware and Monthly Subscription - Quantity 500+ *Discount included in tiered AssetWorks GPS Bundle (includes Hardware and Monthly Subscription - Quantity 1000+ *Discount included in tiered AssetWorks GPS Bundle (includes Hardware and Monthly Subscription - Quantity 2,500+ *Discount included in tiered AssetWorks GPS Bundle (includes Hardware and Monthly Subscription - Quantity - 5,000+ *Discount included in tiered AssetWorks GPS Secure Fueling Add -On Bundle - Quantity 1+ *Discount included in tiered AssetWorks GPS Secure Fueling Add -On Bundle - Quantity 5,000+ *Discount included in tiered AssetWorks GPS Secure Fueling Bundle (FIA-ready) 1.00% ME78W Asset Tracker 1.00% AIR -I Forward Facing Dashcam Bundle - Quantity 1+ *Discount included in tiered AIR -I Forward Facing Dashcam Bundle - Quantity 500+ *Discount included in tiered AIR -I Forward Facing Dashcam Bundle - Quantity 1,000+ *Discount included in tiered AIR -I Forward Facing Dashcam Bundle - Quantity 2,500+ *Discount included in tiered AIR -II Dual Facing (forward & driver facing) Dashcam Bundle - Quantity 1+ *Discount included in tiered AIR -II Dual Facing (forward & driver facing) Dashcam Bundle - Quantity 500+ *Discount included in tiered AIR -II Dual Facing (forward & driver facing) Dashcam Bundle - Quantity 1,000+ *Discount included in tiered AIR -II Dual Facing (forward & driver facing) Dashcam Bundle - Quantity 2,500+ *Discount included in tiered ME79 Meters Only Bundle 1.00% External Aux Camera Kit 1.00% EXHIBIT C AssetWorks Quote No. Q-11300-5 (ATTACHED) Cooperative Purchase Agreement — Exhibit C Page 12 of 21 AssetWORKS ORDER FORM AssetWorks Inc. 1001 Old Cassatt Road Suite 204 Berwyn, PA 19312 Order M Q-11300-5 Date: 6/17/2026 Expires On: 7/10/2026 Ship To Brad Hunter City of Fort Worth 100 Fort Worth Trail Fort Worth, Texas 76102 (214)399-5809 brad.hunter@fortworthtexas.gov This Order Schedule is issued pursuant to AssetWorks DIR Contract Number DIR-CPO-5693 between AssetWorks and the above named Customer. Parties agree to be bound by those terms and conditions. Perpetual Software Licenses DIR Part Number Description QTY UNIT PRICE Line Total Discount DIR Part # 20-6 FleetFocusFA Standard License 5,200 USD 30.25 USD 157,300.00 22% Included in DIR Part # 20-6 Reporting Module INC Included in DIR Part # 20-6 KPI/Dashboards Module INC Included in DIR Part # 20-6 Shop Activity Module INC DIR Part # 140 Motor Pool Module - 10% Of base Software USD 15,730.00 21% DIR Part # 150 Motor Pool Reservations Module 5% Of base Software USD 7,865.00 21% DIR Part # 170 Customer Access Module 5% Of base Software USD 7,865.00 21% DIR Part # 560 Crystal Reports Server OEM Edition - with 1x report writer 1 USD 2892.53 21% DIR Part # 580 Crystal Reports Professional Edition (1 x report writer, 0 report users) 1 USD 493.75 21% DIR Part # 1015 MAXQueue Module PLUS (Includes API's) 5% Of base Software USD 7,865.00 21% DIR Part # 350 NAPA HUB Integration 10% Of base Software USD 15,730.00 21% DIR Part # 300 MobileFocus/FleetConnect/Edge/SmartApps - Enterprise License 20% Of base Software USD 31,460.00 21% DIR Part # 310 Telematics Module 10% Of base Software USD 15,730.00 21% Perpetual Software License Total: USD 262,931.28 Annual Software Maintenance Annual Software Maintenance Year One Annual Software Maintenance Total USD 52,606.00 USD 52,606.00 Page 1 of 3 Professional Services - Fixed Fee DIR Part # PS 2 List rate $220 per hour DIR rate $216.12. Discount 2.5 % Description API Module Installation and Overview Services (Fixed Fee) Line Total USD 2,200.00 Configure and Test NAPA HUB Integration (Fixed Fee) USD 13,831.68 Configure and Test Telematics Cloud Interface Adaptor (Single Provider; Fixed Fee) USD 6,915.84 MobileFocus SmartApps Implementation Services (Up to 1 App; Fixed Fee) USD 3,457.92 MobileFocus EDGE Implementation Services (Fixed Fee) USD 10,373.76 Custom Interface Development Services - OPW Fuel Interface (Fixed Fee) USD 9,509.28 Custom Interface Development Services - WEX Fuel Interface (Fixed Fee) USD 9,509.28 Professional Services - Fixed Fee Total: USD 55,797.76 Professional Services -Time and Materials DIR Part # PS 2 List rate $220 per hour DIR rate $216.12. Discount 2.5 % Description Project Management Services (Time & Materials) Line Total USD 20,747.52 Project Kickoff & Orientation Services (Time & Materials) USD 3,457.92 Software Installation Services (Time & Materials) USD 2,161.20 Current -State Discovery Review & System Setup Services (Time & Materials) USD 12,967.20 System Configuration/Design Services (Time & Materials) USD 13,831.68 Data Conversion Services (Time & Materials) USD 18,154.08 Testing Services (Time & Materials) USD 6,915.84 Train -the -Trainer Training Services (Time & Materials) USD 12,102.72 Go Live Support Services (Time & Materials) USD 13,831.68 Estimated Travel Costs (Up to 4 Trips; Billed as Incurred) USD 12,500.00 Professional Services - Time and Materials Total: USD 116,669.84 Year One Project Total: USD 488,004.88 AssetWorks Professional Services Standard Terms — New FA Customer • FleetFocus license is based on active units in Fleet; rolling stock, trailers, yellow iron, etc. • Additional Components can be licensed. • Crystal Reports Enterprise is required for FleetFocus Standard Reports. • AssetWorks assumes that the customer will install the required Oracle or SQL Server database licenses if the customer chooses to install FleetFocus on premise. • All software licenses and first -year maintenance fees will be invoiced upon contract execution. All first year SaaS fees will be invoiced upon contract execution. • All warranties conveyed by the manufacturer to AssetWorks are included. • This is a high-level Professional Services estimate. A detailed statement of work (SOW) and project plan can be provided upon request and is required before contract signing. The final signed SOW which specifies scope and pricing terms takes precedence over the "AssetWorks Professional Services Standard Terms — New Customer". • Data conversion services include data load training and AssetWorks to load and provide troubleshooting assistance for the items listed below. • Equipment Master Records — fleet assets and components (estimated based on license) • Part Master Records - up to two inventory locations • Summary Cost History - summed totals of data by year and month • Data conversion services assume the customer will extract the agreed -upon data from its current systems and populate AssetWorks provided Microsoft ExcelTM templates with scrubbed and cleansed final data Page 2 of 3 combined of all groups assets and parts. AssetWorks will consult with the customer on the data required to gather necessary formatting and general mapping of items into the application but does expect the customer will do recommended and/or required clean-up as the customer has first-hand knowledge of their data. • Detailed work order and purchase order/receipt history is not included, unless noted on quote. • Crystal report training for modification or creation of reports is not included. • All functional and operational groups who will be using and/or impacted by the new system should participate in all sessions, which will be conducted once. Repeating previously conducted sessions (i.e., system setup, data load training, system training, etc.) will require a change order for additional project budget. • Training assumes train -the -trainer approach and one physical or remote location for training for all groups. The max class size is ten (10) participants. If the size of the organization is smaller and meets this class size for sessions such as technical, supervisor and storekeeper, direct end user training will be utilized over a train the trainer approach. • Where applicable, standard training materials will be utilized. Quote does not include customized training materials, unless otherwise noted. • Costs are estimated for a time & materials project however all technical services including custom interfaces, product enhancements, custom reports, out of the box integration setup services, etc. are provided at a fixed fee. • Annual maintenance for quoted custom deliverable(s) is billed upon delivery of the item(s) as defined the scope. • Actual costs might be greater or lesser than those presented in this quote. • Travel: If travel is required and quoted, expenses will be reimbursed as incurred, unless otherwise noted. Expenses include actual costs for lodging, air and ground travel and per diem rates for meal expenses (corporate rate/government agreement). • If this order is abandoned, paused, or cancelled by the customer for any reason mid -effort, the customer will be billed for all AssetWorks time incurred at the current contracted labor rate. • Professional Services engagements have an 8-12 week lead time from execution of contract/order. • Any professional services delivered as Time & Materials will be invoiced at the beginning of each month following their delivery. • Professional services delivered on a Fixed Fee basis will be invoiced according to a specific milestone schedule. • In the event Customer's business practices require that Customer issue a purchase order number prior to payment of any AssetWorks invoices issued under this Agreement, then such purchase order number must be entered below. • Customer's execution of the Order Form without designating a purchase order number shall be deemed Customer's acknowledgement that no purchase order number is required for payment of invoices hereunder. Purchase Order Number: PO will be issued after execution of Agreement Accepted by Customer: GQOI M6%— Signature: Dianna Giordano (Jun 26. 2026 14:11.43 CDT) Signature: Name (Print): Dianna Giordano Name (Print): Title: Assistant City Manager Title: Date: 06/26/2026 Accepted by AssetWorks: Greg Richards General Manager Date: June 16, 2026 Please sign and email to Allan Richardson at allan.richardson@assetworks.com. Type text here THANK YOU FOR YOUR BUSINESS! Page 3 of 3 EXHIBIT D AssetWorks Statement of Work for Quote No. Q-1 1300-5 (Attached) Cooperative Purchase Agreement — Exhibit D Page 13 of 21 AssetWORKS STATEMENT OF WORK City of Fort Worth Q-11300 FleetFocus FA System May 28t", 2026 Table of Contents STATEMENTOF WORK.............................................................................................................................................. 1 Scopeof Work........................................................................................................................................................... 7 Rolesand Responsibilities....................................................................................................................................... 28 Project Schedule and Milestones............................................................................................................................. 32 Service Locations, Travel Policy and Estimates........................................................................................................ 33 Assumptions and Dependencies.............................................................................................................................. 34 SIGNATURES........................................................................................................................................................... 38 AssetWORKS PAGE 2 ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® o Document Control Version 1 2.0 Prepared For City of Fort Worth Prepared By Date Executive Summary AssetWorks May 28', 2026 This SOW is void if not signed by both parties hereto by June 30'h, 2026. AssetWorks Inc. ("AssetWorks" or "Supplier" or "AW") is pleased to present this Statement of Work ("SOW") to the City of Fort Worth ("Client"). This project will involve Services ("Services") for the implementation of FleetFocus FA and/or one or more components of the AssetWorks software applications and/or hardware products. Purpose The purpose of this SOW is to define the scope, deliverables, and responsibilities associated with the implementation of FleetFocus FA and/or one or more components of the AssetWorks software applications and/or hardware products for Client. This project aims to enhance operational efficiency, streamline workflows, and support data -driven decision -making by deploying a robust and scalable software solution for Client objectives. This SOW serves as a mutual agreement between AssetWorks and Client to ensure alignment on project goals, timelines, and success criteria. Summary The project is designed to deliver a software solution that aligns with the organization's strategic goals and operational needs using industry and business best practice standards for software implementation and project management. AssetWorks follows a collaborative approach to the implementation effort, engaging Client in each step of the process. This approach is built upon a foundation of knowledge transfer. As the implementation progresses, Client will become increasingly knowledgeable and experienced with the product(s), how and why configuration decisions were made, data cleansed and loaded, and methods to manage and execute workflows within the system. In our experience, this approach leads to quicker adoption of the application by system administrators and users, resulting in successful deployment. The implementation will include project management, application and/or hardware installation, requirements analysis, system configuration, data migration, testing, user training, and post -deployment support. Both parties agree to collaborate closely to ensure the successful delivery of the project within the defined schedule and budget, with minimal disruption to ongoing business operations. Statement of Objectives Objectives The objective of this project is to successfully implement a scalable and user-friendly software solution that meets the operational, technical, and business objectives of Client. The implementation will support improved efficiency, data integrity, and user experience across key business functions. AssetWORKS PAGE 3 ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® o Goals • Deploy FleetFocus FA within the mutually agreed timeline and budget. • Standardize asset management and maintenance tracking on a single platform for all owned, and maintained assets within Client's operations • Implement a cohesive platform for asset maintenance, planning, life -cycle asset management, and project operations. • Perform work order management in a consistent manner across all asset categories for Client's operations with mobility options. • Provide reporting functionality including asset life cycle, operational/maintenance costs reporting, and ad hoc reporting • Facilitate data sharing with other enterprise systems, such as ERPs, Fuel, ArcGIS, and other third -party systems, as needed and where in scope, via an API. • Migrate "in -scope" legacy data with accuracy and minimal disruption to business operations. • Provide comprehensive training and documentation for end -users and administrators. • Establish a support and maintenance framework for post -implementation success. Scope Overview • Project management and administrative oversight • Application and/or hardware and associated component(s) installation • Requirements gathering and validation • System setup and configuration • Data migration and validation • Integration with 3rd party applications and vendors (where in scope) • User acceptance testing (UAT) • Training and knowledge transfer • Go -live support and post -launch monitoring Success Criteria • Configure and deploy the application and/or hardware within the mutually agreed upon timeline • System goes live with zero AssetWorks identified critical defects • 95%+ application user adoption within the first 3 months • Positive feedback from stakeholders in post -implementation review Services Terms Governing Terms This SOW is subject to the terms and conditions of the Agreement executed by the parties or the terms and conditions of the AssetWorks Master Subscription Agreement ("MSA") linked in the applicable Order Form and available at https://www.AssetWorks.com/tc-fleet. In the event of any conflict between the terms of this SOW and the Agreement/MSA, the terms in the Agreement/MSA shall prevail. Client agrees that the following statements apply to this SOW. Scope of Work • Any product features, modules, products, requirements gathering, specifications, custom deliverables, tasks, services, hardware, and/or requirements not detailed in this SOW are explicitly excluded. AssetWORKS PAGE ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® o All modules and product functionality delivered in this SOW assumes usage as detailed in AssetWorks Product Documentation. Module(s) and/or product enhancement services purchased, such as Services noted as optional, will require a Change Order or separate statement of work for services related to installation, setup, configuration, and training. Client is responsible for all costs associated with Client resources, integration effort, software, hardware, and/or 3rd party vendors not detailed in this SOW. Change Management Process Changes to this SOW, including, without limitation, to the scope of services, optional services noted on Order Form and/or SOW, effort, duration, specifications, resource allocation, etc., shall become effective only when a written Change Order is executed by authorized representatives of both AssetWorks and Client. AssetWorks will inform Client of the effect on fees and/or schedule that will result from changes requested by either Party that affect the scope or duration of the Services. Circumstances may necessitate changes to the tasks and/or time estimates, at which time AssetWorks and Client will discuss these changes in good faith at their earliest opportunity to modify the project plan as may be required and confirm in a change order, as appropriate. Client Project Manager is responsible for obtaining any required authorizations, approvals and/or signoffs by Client related to project deliverables and project progression in a timeframe in alignment with the project work plan. Delays to this process as well as any Client tasks not completed including but not limited to site readiness documentation provided by AssetWorks and/or Client hardware, software and other resources not made available within the work plan timeframe will be subject to the Change Management Process, delayed deadlines, and increased services fees. Cooperation AssetWorks realizes that Client's time is valuable, and Client realizes that AssetWorks' time spent in connection with this SOW will incur fees, and Client and AssetWorks will therefore endeavor to manage the use of each other's time in a reasonable and effective manner. If it appears Client demands on AssetWorks' time exceed project budget, AssetWorks will notify Client and the parties will negotiate in good faith to adjust the budget accordingly and confirm in an executed Change Order. Client will cooperate reasonably and in good faith with AssetWorks in AssetWorks' performance of the Services including, but not limited to, (a) allocating sufficient resources and timely performing any tasks reasonably necessary to enable AssetWorks to perform its obligations under this SOW, (b) timely delivering any materials and other obligations required under this SOW, (c) timely responding to AssetWorks' inquiries related to the Services, (d) assigning an internal project manager for this SOW to serve as a primary point of contact for AssetWorks, (e) actively participating in scheduled project meetings, (f) providing in a timely manner and at no charge to AssetWorks, access to Client's appropriate and knowledgeable employees and agents, continuous administrative access to Client's AssetWorks software applications and/or hardware as required to perform the Services, and coordination of onsite, online and telephonic meetings all as reasonably required by AssetWorks, and (g) providing complete, accurate and timely information, data and feedback all as reasonably required. Services documented in the Milestone Schedule will be billed on a Fixed Fee basis, per completion of Deliverables within Milestones as detailed in this SOW. Services not documented in the Milestone Schedule will be billed on a Time and Materials basis. AssetWORKS PADS ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® o o Any estimated amount described herein on this basis is solely good -faith estimates for budgeting and resource -scheduling purposes and are not a guarantee that the work will be completed for such amounts; the actual amounts may be higher or lower. o Onsite Services delivered on this basis are provided as a minimum of three (3) days onsite and require a minimum of eight (8) hours a day to be billed or no less than four (4) hours if the resource is available for an additional half day. 0 Remote Services delivered on this basis will be invoiced to Client for the actual hours of Services performed. If the "Not to Exceed" ("NTE") value is reached and additional Services are needed to complete the tasks delivered on this basis, the provision of such additional Services shall be authorized only by a Change Order or amendment signed by both parties. All one-time and recurring Services fees will remain due and payable regardless of immaterial or insignificant testing issues that do not prevent Client from substantially utilizing the Solution when a. a correction plan has been scheduled for such issues; b. AssetWorks acknowledges in writing that it will address such issues via future maintenance/updates; or c. AssetWorks confirms in writing that the issues will be considered for future development by our Product Management Team pursuant to our product roadmap. If any Services items/tasks are abandoned/paused by Client for any reason mid -effort, Client will be billed for all AssetWorks time incurred at the current contracted labor rate. Services shall be invoiced as described in the MSA. Services Cancellation If Client cancels remote and/or onsite Services scheduled for more than three (3) days in duration; a. without providing written notice at least fourteen (14) days prior to the scheduled performance date; and b. due to circumstances within Client control, AssetWorks will be entitled to payment for each scheduled person based on a full workday interval as defined above. Client is responsible for any travel change or cancellation fees incurred by AssetWorks resulting from such a schedule change. AssetWORKS PAGE 6 ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® o Scope of Work This SOW is organized into 7 stages that align with AssetWorks' six -phase approach to project methodology with Client knowledge transfer at the center. Each stage includes a description of activities, tasks, responsibilities, and deliverables. Duration estimates noted in the Project Schedule ("Project Schedule") are approximate and subject to refinement during the project planning stage. Stage 1— Initiation Project Management Services AssetWorks has a Project Management Office ("PMO") to guide the application of project management best practices and standards for the execution of all projects. The objective of this organization is to facilitate the application of project management in a scalable manner to all projects executed by AssetWorks. AssetWorks applies best practices and standards consistent with those advocated by the Project Management Institute. Project Kick -Off and Planning AssetWorks will facilitate a project kick-off meeting wherein the AssetWorks Project Manager will review the project timeline, identify roles and responsibilities, and discuss status reporting with Client staff. AssetWorks recommends Client appoint a core project team for the implementation stage with representatives from all functional or operational areas of Client's organization. This core group must have the authority and charter to make appropriate decisions regarding the implementation. The core group representatives should have complete knowledge and familiarity with Client operations and objectives. They will form most of the roll -out team later in the project. Client project team will define their roles and responsibilities and establish project standards and controls. Client will appoint a dedicated Project Manager, Subject Matter Project Leads, and support personnel from the designated Client functional and operational areas. Client Project Manager will lead the Client project team and be responsible for Client personnel, tasks, and resources on the project. The Client Project Leads will be responsible for assisting AssetWorks with the configuration and implementation of the application and for facilitating decisions among the core project group. The Project Kick-off Meeting will discuss and review the following topics: • Project plan tasks and timeline • Contract deliverables • Change management procedures • AssetWorks roles and responsibilities • Client roles and responsibilities • Implementation approach and phases Project Monitoring and Control AssetWorks will provide project management and oversight services to execute the Project Schedule. The AssetWorks Project Manager will coordinate AssetWorks project activities and ensure that sufficient resources are available to implement the system in accordance with the project objectives. The AssetWorks Project Manager will monitor the project resources to ensure quality delivery of services and that deliverables are completed in accordance with the project scope. AssetWORKS PAGE 7 ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® o AssetWorks provides two layers of management to support quality project delivery. 1. Services Manager —to provide additional subject matter expertise, monitor project resources, and ensure quality delivery of Services. 2. PMO Manager - to provide overall project control, monitoring, and governance. The Client project escalation path within AssetWorks is as follows. 1. AssetWorks Project Manager 2. AssetWorks PMO Manager 3. AssetWorks Services Manager 4. AssetWorks Director or Services 5. Chief Operating Officer 6. General Manager Initiation (Project Management) — Project Task/Activity, Responsibilities and Deliverables • Review project goals and success . Deliver Project criteria • Identify stakeholders and • Conduct internal project Schedule establish governance planning sessions and form • Deliver • Develop a high-level project plan core project team. Communication and communication strategy Plan • Coordinate all Client resources and activities • Oversee the AssetWorks • Work with the AssetWorks resources on the implementation project manager to identify project and first point of project risks, issues, and mitigations escalation. throughout the project • Manage timelines, scope, • Facilitate internal meetings resources, and budget with Client project team to • Act as the primary point of keep project on track contact for Client • Facilitate Client review and • Facilitate communication feedback on all relevant between internal teams and deliverables Client • Manage the delivery and • Track risks and issues, and preparation of legacy data ensures timely resolution • Coordinate Client software • Maintain Project Schedule and development activities (i.e., schedule meetings APIs) • Present progress to Client Project • Coordinate completion of user • Deliver Project Manager and/or to Client Project testing Monitoring and Sponsors (as required) • Coordinate training Control • Deliver Stakeholder preparation and training communication jointly with Client session(s) Project Manager, as required. • Coordinate Client software • Attend project related meetings deployment activities (i.e., as needed to ensure timely APIs) resolution to open issues and Assisting with clearing internal action items roadblocks for process and • Manage AssetWorks resource design decision regarding action items application setup, workflow • Manage AssetWorks contractor processes, custom team activities interfaces/reports, • Manage approval/sign-off enhancements and training/go processes live requirements and schedules • Attend AssetWorks status meetings, review status AssetWORKS PAGE - ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® ai reports and respond timely to AssetWorks PM • Report to internal stakeholders on progress of AssetWorks project AssetWorks Implementation Environment Overview AssetWorks will implement the application across two environments being Production ("Production") and Non - Production ("Test"). Initially, configuration and data loading will take place in the Production environment, which will temporarily be referred to as Pre -Production during the implementation phase. This environment will be maintained by both parties as a "pristine" environment, meaning only configuration settings and static data (i.e., codes, parts, locations, assets, departments, etc.) will be added. No transactional activities (e.g., creating work orders, ordering parts, etc.) will occur at this stage by any user account of Client or AssetWorks. As configuration progresses in the Pre -Production environment during the Design and Build phases of the project, some early informal testing and learning can occur only in the Test environment with the understanding that the full configuration is not final. The Test environment has available sample static datasets (i.e., parts, locations, assets, departments, etc.) and a baseline configuration provided by the AssetWorks Starter Database ("ASD"). The Test ASD baseline configuration is the same as the Production baseline configuration except for sample static datasets that are loaded for Client to do early informal testing and learning without a need for Client to provide all organization data at this project phase. Once the initial configuration is set and core static data, such as assets, locations, departments, accounts, parts master, and industry coding sets like VRMS, is loaded in Pre -Production, the database will be copied down and restored to the Test environment by the DBA of the party that maintains the installation of the application. At this point, sample dynamic data (i.e., current meter readings, parts quantities on hand, pricing) will be loaded into non - production to enable comprehensive testing of both configuration and data accuracy. This data will be asked for again prior to cutover for deployment at which time it must be complete and accurate for all data records. If the formal testing stage reveals the need for changes, updates will be made in the Pre -Production environment and, if necessary, in the Test environment to ensure both applications are kept in sync. Client will not make configuration changes in Test without informing AssetWorks to ensure configuration is in sync. Client is responsible for keeping changes made by Client in Test in sync with Pre -Production. Should significant changes be required, a new copy of the updated Pre -Production database can be copied down to Test environment for another round of full or augmented testing by Client. Once testing is complete and signed off by Client, the Pre -Production environment will be updated with final dynamic "go -live" data (i.e., current meter readings, parts quantities on hand, pricing) and promoted to be a Production environment, ready for deployment to the user base. Environment Scope AssetWorks will implement the following environments, as further defined in this SOW. Production On Premise Y Non -Production On Premise Y Reporting On Premise Y Deployment to additional environments not noted above requires additional effort and fees as outlined in a Change Order. AssetWORKS PAGE 9 ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® o Application Installation AssetWorks provides all Hardware, Printers, Labels, Tablets, and software installation (i.e., OS, RDBMS (Oracle or MS SQL), internet, and Single Sign On (SSO) requirements in AssetWorks Product Documentation on the AssetWorks Community Support Center. Requirements vary based on asset size of Client, database type, and AssetWorks product release schedule. Based on project duration, Client should expect to upgrade before go -live, due to newer features or fixes available within the software branch initially installed. AssetWorks Services and/or Customer Care team will advise on the recommended version prior to the final testing and deployment phase of the project. On Premise Installation Prepare for Installation Client will install the servers on Client network and ensure that the TCP/IP protocol is configured correctly. Client will load the Relational Database Management System (RDBMS) on the servers as outlined in the AssetWorks Product Documentation. Client will install the hardware, operating system, and RDBMS software on the database, web, and application servers. AssetWorks assumes that Client will install the servers and resolve network configuration issues that arise because of the server operating system installation (to connect to Client wide area network). Client will provide the required RDBMS, web server (the web server must use Microsoft ]IS), and other operating software (including licenses, media, and documentation) for this installation task. AssetWorks will work with Client to correctly size the FleetFocus database and ensure Client network environment is ready for the new system. Virtual Machine (VM) Support AssetWorks certifies and supports the Operating System (OS) and Relational Database Management System (RDBMS) required by FleetFocus. Any VM software package that also supports the required OS and RDBMS of FleetFocus can be used. VM software packages operate at the hardware abstract layer and AssetWorks does not certify FleetFocus against specific hardware manufacturers. Load Balancing Support AssetWorks does not specifically certify or support specific load balancing implementations at either a hardware or software level. Load balancing technologies can be used with FleetFocus if session persistence is enabled within the load balancing technology. Session persistence is also commonly referred to as sticky -sessions or session stickiness. When a connection to the web application is made that session must persist on the server that the load balancer distributes the connection to, or stability issues may ensue in FleetFocus. Database and Applications AssetWorks will create the Non -Production (Test) and Production FleetFocus environments. AssetWorks will install the software on the server with Client watching on the remote teleconference meeting as Client is responsible for installing and configuring software after these first installations (e.g., any other non -production instances of the application in addition to the two environments that AssetWorks will create). Client is required to read the Administrator guide specific to installation prerequisites prior to scheduling the installation. To avoid delays and additional costs in the installation process, Client will need to confirm that they have downloaded all the requisite software components from the AssetWorks Customer Support website and that all the environment prerequisites are in place on the Client server. AssetWorks will guide Client on exactly what to download and have in place prior to AssetWorks installing the software on Client servers. AssetWORKS PAGE 10 ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® o Client will devise a procedure to upgrade FleetFocus when AssetWorks makes new releases available. It is recommended that Client document the procedure for making new versions of the system and documentation available to all locations. The following resources are recommended: Application Specialist — This required resource must be familiar with Windows IIS-based web applications and .Net components. During the installation, they will watch the creation and configuration of the applications web site. After the installation they will be responsible for applying application upgrades, installing new releases, and maintaining the overall FleetFocus application. This resource will serve as the principal technical resource supporting the FleetFocus application and will be AssetWorks' primary technical contact. Database Administrator - Required to review the out of box database creation scripts prior to install and potentially execute the database creation scripts due to permissions and requiring approval to run scripts on the database. After installation, the DBA will perform regular database backups, apply database upgrades, and general DBA related tasks to maintain an efficient performing database. Network Engineer — A resource familiar with Windows TCIP networking and security is required at the start of the implementation to assist with configuring the servers, connecting the servers to the network, and managing firewall settings. This resource may also be needed to establish and maintain network connectivity to user workstations. After installation, these resources may be called upon to handle network and security issues related to FleetFocus and user workstations. • Send current product installation documentation or Make the AssetWorks Community URL(s) available. (Client preference) • Schedule Kick -Off meeting to answer questions on hardware specs [System and Compatibility Guide] and product documentation related to the installation phase as Client reviews. • Identify what version of FleetFocus Client is wanting installed/upgraded. • Complete the Kick -Off checklist attached to the Install Sheet • Answer additional questions from Client regarding their unique environment(s). • Schedule meeting to review Client created environment(s) prior to install meeting if AssetWorks deems necessary • Request license/Crystal keys and setup Client in ShareFile (large file transfer system) for Client to get install files • Request and send MAXQueue package for identified FleetFocus version. • Schedule an install meeting with Client (remotely) • NEW Client only - AssetWorks to send Starter Database before install meeting (optional — feasibility may be dependent on database type) • Read product installation documentation or download the documents from the AssetWorks Community URL(s). • Client is required to attend the Kick -Off meeting with all stakeholders from the organization (IT, DBA, etc.) • Procure hardware per specs in product documentation (VM is also an option) • Ensure hardware specifications are followed for performance optimization • Create'Non-Production' and Production server/VM environment(s) on Client network and ensure TCP/IP protocol (Bi-Directional) • Create server roles and features (see product documentation; if Oracle is being used, database application Client are required as well) • Create RDBMS (server software) if not using existing database server • Security/Anti-Virus software/hardware are managed by Client. • Server Certificates for application and security are managed by Client. • Data replication, and listeners (MSSQL) are not certified with FleetFocus products and are to be removed for troubleshooting by Client. • Firewall configurations are managed by Client • SMTP configurations are managed by Client. • Attend and review Client created environment prior to install meeting • Client to login to ShareFile and download install files (application, Crystal, and possible Ad-Ons) [Edge, SmartApps, etc.] prior to install meeting • Client to download the MAXQueue package. • Ensure all files and pre -requisites are done prior to the installation meeting as this is Client's responsibility. • Attend install meeting with Client (remotely) • NEW Client only - Client IT/DBA to deploy Starter Database before install meeting (optional —feasibility may be dependent on database type) AssetWORKS ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com PAGE 11 ®a • AssetWorks to install all FleetFocus and Crystal Components and possible Ad-Ons [Edge, SmartApps, etc.) • AssetWorks to provide [Install Sheet) to wrap up installation document with all server names, IP's ports, connection info, etc. for Client to Client PM post meeting. • AssetWorks to provide follow-up support regarding any post installation questions • After installation is complete, there is a two - week grace period during which the upgrade AssetWorks representative will assist with any issues. After this period, please submit all issues through the standard support process. • AssetWorks will assist with the configuration of SSO in the FleetFocus. • Client IT to be on virtual meeting to watch installation and provide DBA as needed to execute required scripts • Client PM to store and distribute installation guide to Client IT for future maintenance and use in upgrades • Client to maintain 'ALL' Database and FleetFocus Passwords. • Client to setup disaster recovery solution on 'Non - Production' and 'Production' server(s) • Client is required to do any 'load balancing' directly on server; AssetWorks will not advise or provide support for setting this up. • Client is required to do any Microsoft 'AZURE' Deployment/Administration/Maintenance/etc. • SSO is managed by Client. Initiation (Application Installation) — Project Task/Activity, Responsibilities and Deliverables Install Application per "Environment Scope." Provide URL and system administrator access to the production and non - production environment. Provide reporting environment connection credentials. Test communication among solution tiers. Stage 2 — Discovery Current State Discovery — "Day in the Life" See SOW for SaaS vs On Premise Installation. FleetFocus usernames and passwords for ON -Perm environments are the responsibility of the Client Install Application per "Environment Scope." Post kick-off meeting, AssetWorks will send Client standard "current state" questionnaires for Client to fill out and return to AssetWorks. The questionnaires cover topics such as asset management, work order management, materials management, motor pool (if licensed), fuel, financial tracking and billing. Client will send relevant asset, operations, and maintenance operating procedures and documents to consider as part of the "current state" assessment. Once returned, AssetWorks will schedule sessions to review the questionnaires with Client and ask further questions. These documents are critical to understanding Client's daily operations, key drivers, and project expectations. They serve as the baseline for completing the application design process. AssetWorks will also conduct a "Day in the Life" overview session of the basic Shop Activity portals for work management solutions and user -role based workflows commonly used in maintenance organizations to assist in the facilitation of change management for the core project team to the application. Discovery — Project Task/Activity, Responsibilities and Deliverables questionnaires. "Current State" questionnaires Current State Questionnaires . Review questionnaires • Send relevant internal with Client and update maintenance and operation with additional notes. procedural documentation. "Day in the Life" • Conduct "Day in the • Attend "Day in the Life" Overview Session Life" overview session overview session Review "Current State" questionnaires and provided organization documentation with Client. Conduct "Day in the Life" overview session AssetWORKS ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com PAGE 12 ®o Stage 3 — Design After the Discovery stage, AssetWorks will deliver Application Design Sessions to complete the coding conventions for asset numbering, asset categories, maintenance classes, repair codes, condition ratings, PM schedules, PM parameters, PM checklists, and other items. AssetWorks will also review all settings screens in the application and the configuration necessary for the modules in scope for the project. Client will send relevant asset, operations, and maintenance operating procedures and documents not already sent during the Discovery stage. The objective for these sessions is to achieve at least 90% of the standard coding schemes and business practices required for deployment. The AssetWorks Starter Database ("ASD") is actively used in implementation to provide standard coding sets and best practices configuration. The AssetWorks Services team jointly architected the ASD based on hundreds of past deployments. It is consistently refined for each product release to be optimized for an asset maintenance organization. It contains many industry -standard coding schemas, user groups with baseline security setup, best practice workflow settings and pre -configured portals designed for Client to review and make modifications to versus creating brand new coding structures. The ASD review and configuration are done during Application Design Sessions and continue into the Build stage of this SOW. This approach allows for greater engagement in making informed decisions and facilitates stronger change -management to new processes as workflows can be quickly demonstrated. Application Design Session by User Role — see Application Design Guide for topic breakdown Session # FleetFocus System Setup Meeting Client User Role(s) 1 FleetFocus Application Overview & New User Orientation Core Project Team Core Project Team 2 Organization Structure Program Office Manager Finance Manager Core Project Team 3 Application Security & Equipment Management - Part 1 Asset Manager IT / Network Administrator Core Project Team 4 Equipment Management - Part 2 Asset Manager Program Office Manager 5 Work Management— Part 1 Core Project Team Supervisor Lead / Technician Lead 6 CHECKPOINT —Progress Review Core Project Team 7 Work Management— Part 2 Core Project Team Supervisor Lead / Technician Lead Core Project Team 8 Warranty & Fuel Fuel Manager Warranty Administrator 9 Materials Management Core Project Team Storekeeper Lead 10 Purchasing Core Project Team Storekeeper Lead 11 Financial Tracking Core Project Team Finance Manager 12 Portals and Options Core Project Team Design — Project Task/Activity, Responsibilities and Deliverables AssetWORKS PAGE 13 ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® o Attend Application Design Sessions. Deliver 12 Application Design Application Design Sessions Sessions. Stage 4 — Build Provide appropriate subject matter experts for each session. Complete "action items" from Application Design Sessions to finalize the definition of all relevant application data elements and work processes, including maintenance, parts management, procurement, and other job functions. Deliver 12 Application Design Sessions. AssetWorks will deliver consulting, training, and guidance as part of the Build stage of the project. It is critical to the enablement of knowledge transfer as a key project principle that AssetWorks will advise Client Project Team on how to set up and configure the application, however the final configuration is ultimately the responsibility of Client. Application Module / Additional Products Scope AssetWorks will implement the following application (i.e., settings, codes, data records —Assets, Locations, Departments, Accounts, Parts, etc.), module(s), additional products, and vendor integration(s), as defined in this SOW. Module overview and configuration sessions are approximately two hours in length. AssetWorks maintains an "Application Design Guide (ADG)" checklist to manage all areas of application implementation. Enterprise Portal Module Configure portal; used for back -end screens, no training necessary Shop Activity: Work Management Module Configure portal and provide overview for user testing Shop Activity: Technician Module Configure portal and provide overview for user testing Shop Activity: Storekeeper Module Configure portal and provide overview for user testing Shop Activity: Service Request Module Configure portal and provide overview for user testing Shop Activity: Notification Module Configure up to three out of the box notifications Shop Activity: Ad Hoc Query Module Configure portal and provide overview for user testing Review a sample of three out of the box queries Train Client on adapting one out of the box query Shop Activity: Performance and Replacement Portal(s) Configure portal and provide overview for user testing Shop Activity: Warranty and Warranty Claims Portal(s) Configure portal and provide overview for user testing Reporting Module (powered by Crystal Reports Server) Configure portal and provide overview for user testing Key Performance Indicators (KPI) & Dashboards Module Configure portal and provide overview for user testing Billing Module The configuration will cover five key areas: Billing Types, Portal Settings, Period Creation, MAXQueue Services, and MAXQueue Error Handling. The scope is limited to a basic setup with no customizations or enhancements beyond what is described below. 1. Billing Types • The ALL TRANSACTIONS Billing Type, pre -configured in the Stater Database, will be the sole Billing Type used. • All Assets will be associated with this Billing Type. • No customizations or modifications will be made to the Billing Type configuration. • Asset association may be completed via data load or bulk edit within the EA system. 2. Portal Settings • Default portal settings from the Stater Database will be applied. • The only configurable setting within scope is the Date/Time format (12-hour vs. 24-hour), which will be selected in consultation with the customer. • Portal settings for the Billing Module are minimal and intuitive; default values will be used unless otherwise specified by the customer. AssetWORKS PAGE 4 ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® o MAXQueue Module PLUS/AssetWorks APIs • All existing APIs excluding Telematics (e.g., Faults, Diagnostics and GPS) and Internal Fuel Data • API development & consulting hours are not in scope • Consistency across Technician and Work Management Portals will be maintained where applicable. 3. Period Creation • A total of 12 billing periods will be created, beginning with the month of go -live. • Each period will represent one calendar month. • Period IDs will follow the format: MMM YYYY (e.g., AUG 2025), which will also be used as the period description for ease of identification. 4. MAXQueue Services • Two MAXQueue services related to the Billing Module will be configured and activated for go -live. • The transaction trigger interval will be set to 1 minute. • No changes or customizations will be made to service variables. S. MAXQueue Error Handling • A dedicated portal will be created to filter and display Billing Module MAXQueue Errors. • Customer administrators will be assigned to a User Group with access to this portal to ensure visibility and management of errors. • Install and make AssetWorks APIs available Additional Products Scope for all modules, additional products, custom and/or vendor integrations listed in this matrix are presented on a fixed -fee basis, unless otherwise noted. rllodule/ProdUCt Scope Description & Deliverables Deliver overview training on configuration for Automated Fuel Systems screen to define fuel import(s). Using this screen, Client can import and process fuel transactions from 3rd party fuel systems. The process can be run manually or automated. If manual, the file must be located on and run from the application server. Scope includes setup for one fuel import file. The file shall be fixed width or comma -separated. Fields available for import to the Automated Fuel Systems Automated Fuel Ticket screen are limited. Application data defined in import file must match the data available in Screen application. Data translation is not available. For example, translating differing fuel types between the 3rd party system and the application. Available Fields: Equipment Identifier, Date/Time, Account ID, Employee ID, Site/Pump/Tank ID, Product ID, Reversal Indicator (must be Y or N), Transaction Code, State/Province (hardcoded list), Vendor ID, Meter 1/2 readings, Fuel or Fluid Quantity, Fuel or Fluid Price (or Fuel or Fluid Total Cost), Miscellaneous Cost (ex: car wash). AssetWorks will deliver Services to install SmartApps and perform core application configuration to support up to one (1) app and test the configuration. • The Inspections App will provide for one "test results" setup and be conducted as a train the trainer for Client to complete any additional test results needed. Mobilefocus Enterprise / • The Dashboard App can be utilized to show dashboards created in FleetFocus. AssetWorks recommends Smart Apps Client have knowledge of SQL to build Advanced KPIs as part of this quote. AssetWorks does not provide training on SQL and does not build SQL statements for use as Advanced KPIs. • All end users must have a FleetFocus user account (password required on user account) created with an attached operator account. • SmartApps supports the SSO methods per AssetWorks Product documentation per version. • Training is delivered for system administrators only. AssetWorks will deliver Services to install Mobile Focus EDGE (EDGE) and perform core application configuration to support the EDGE portals. MobileFocus Enterprise / • After training and configuration sessions are complete, Client will finalize the setup in the application and is responsible for loading all data required for project success. EDGE • Assumes fleet assets are set up and ready for configuration to support EDGE functionality. EDGE supports the SSO methods per AssetWorks Product documentation per version. • Training is delivered as "train the trainer" AssetWORKS PAGE 15 ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® o Telematics Module / Telematics Cloud Integration AssetWorks GPS Implementation (see above for separate section of scope for integration to FleetFocus) NAPA HUB Interface Module • AssetWorks will deliver Services to install and configure the Telematics Cloud integration to the application for a single provider on the approved list of GPS/AVL providers. • Data is limited to meters, diagnostics and faults, and "last location" data. • AssetWorks is not responsible for providing, maintaining, or advising on any GPS/AVL provider specific terms/conditions and/or functionality, login access, etc. • Where applicable, standard training materials will be utilized; scope does not include customized training materials. • Training is delivered as "train the trainer" for system administrators; end user training is not included unless otherwise noted. • Customer may be required to upgrade if new features are available for the module that are considered necessary for the project success. • Customer will be responsible for working with the AssetWorks' Professional Services to move the module into a production environment. • Costs for these services are fixed and do not include applicable taxes. Milestones are to be billed with the amounts noted and described in the milestone schedule of this SOW. A standalone deployment of the AssetWorks GPS system will be provided consisting of GPS hardware and/or dashcams, depending on solution components purchased, for installation in the vehicles and a website/URL logon for the AssetWorks GPS management portal. • AssetWorks will provide the necessary hardware to implement the AssetWorks GPS solution including GPS device and installation cabling. • AssetWorks will provide a Project Manager who will: 0 Provide oversite on the AW GPS project, including general project administration, and AssetWorks resource coordination. • Setup the hosting environment in AssetWorks SSAE18 SOC2/ISO27001 certified data center • Create and provide the AssetWorks GPS URL & login(s) for the cloud -based website. • Create a System Administrator role within the AssetWorks GPS portal that will allow for Customer managed system configuration. • A sample end user/role will also be created as a starting point with limited administrative capabilities and based on common role requirements. The Customer system administrator(s) can add/modify/delete roles and associated privileges as needed. • Training in the use of AssetWorks GPS program for both administrators and regular users. • Continually monitor the performance of the solution and have regular calls with Customer to assist with the evaluation of the solution and Customer needs. • The AssetWorks GPS solution will interface to the vehicles ECM (Engine Computer Monitor) via "Y" cable installation. In case the ECM is already in use by another device, the GPS unit will be installed in conjunction with the secondary device. • If the dashcam option is selected, this will be interfaced to the vehicle via a three -wire installation (power, ground ignition) • AssetWorks will provide remote support for installation, user training and go live support. • Unless quoted herein, installation of pilot equipment is the responsibility of the Customer. AssetWorks will provide pricing for installation services upon request. • The AssetWorks GPS system is web based and requires that Customer has internet access with standard web browser technology. Training System Administrator — Scheduled to occur once the initial few vehicles are installed which will provide real data to use for initial training & setup. Expect to provide 2 x 1-hour sessions over first 2-3 weeks of deployment with phone support available as needed during this time for the system administrator(s) Dispatch / General Users —to be scheduled once a significant number of vehicles have been installed and the system administrators are ready to expand system use to additional departments. Expect to provide 2 x 1-hour sessions over 2-3-week period during this phase. Refresher Training— if needed an additional refresher training session can be scheduled (1 x 1hr) once users are comfortable with general system use and may have more advanced use case review. Project Planning and Management • This phase includes a remote kick-off meeting involving Client, AssetWorks and NAPA. An overview of the functional aspects of the interface will be presented by AssetWorks. Discussions will center on the definition and creation of NAPA parts in the FleetFocus system and how this will affect other inventory locations for which NAPA may not be responsible. Further review will occur on the technical configuration of this interface that will involve client technical resources. The result of this meeting will be to establish timeframes for the remaining phases of the project. Software Installation Services • AssetWorks will assist client Technical Staff with the installation and configuration of the FleetFocus NAPA interface in MAXQueue through the execution of a custom MAXQueue package. AssetWorks will provide an installation guide that will define what needs to be installed and configured on Client server and in what order. The project assumes that the MAXQueue base is installed in a non -Production and Production environment. AssetWorks or Client will request a NAPA MAXQueue package for the correct version of the software and do a "re -install" to set this up on the non -Production and Production AssetWORKS PAGE 16 ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® o servers. The non -Production package will be enabled first, and after testing, and before go -live, Production be enabled. Configuration / Data Load Assistance Services • AssetWorks will assist client Technical Staff with the configuration of the FleetFocus NAPA interface in MAXQueue. AssetWorks will provide the current NAPA product installation guide that will define what needs to be installed and configured on Client server and in what order but will assist Client in this phase of configuration. • Once the interface is installed, AssetWorks will assist with the configuration of the FleetFocus application in Client non -Production and Production environment. This will include the execution of the interface initially in the non -Production environment for a ping to NAPA to see a part request initiate and be issued back by NAPA. Data loads of Client's NAPA HUB inventory data provided by NAPA (Line Abbreviation, Part Number, Description, Cost and On Hand Quantity) will be executed by AssetWorks once in the non -Production environment (a limited amount is needed in non -Production for testing scenarios) and once in the Production environment. Final cost and on hand quantity should be provided for Production shortly before go -live by NAPA for a final batch to set price and current quantity on hand in FleetFocus. Additional rounds of data loading may incur additional costs and are to be discussed with AssetWorks. Testing • AssetWorks will provide testing for the NAPA configuration in the non -Production environment once the MAXQueue package is installed and configured, FleetFocus is configured, NAPA web services connection information is delivered by NAPA and client NAPA inventory data is loaded. • For this testing to occur, NAPA will need to have their NAPA HUB system also configured in Client inventory location. AssetWorks is not responsible for any installation or connectivity issues related to the NAPA HUB system installation and its configuration within Client network and its firewalls. Testing will be conducted remotely with AssetWorks, NAPA and Client in a test environment using test inventory, web service credentials, store numbers, and Client account numbers provided by NAPA. If the interface is required to use NAPA TAMS and not NAPA IBS HUB, please note this to AssetWorks immediately on contract execution as it requires a different MAXQueue package and there are specific version requirements. Training • AssetWorks will provide training on the FleetFocus parts functionality that is affected by the NAPA interface. Training will be provided in a single location, with Client bringing key users and trainers together for the training. • Training client staff will focus on changes to inventory processes, including part requests and part issues that are affected by the interface. AssetWorks will also provide training related to the monitoring and troubleshooting of the interface with MAXQueue and the Reporting module to provide possibilities related to the auditing of NAPA invoices. • In addition, local NAPA personnel will require training related to the correction of data in the MAXQueue error handler for transactions that fail to send to FleetFocus. Training for NAPA personnel will take place in a single location, with NAPA responsible for bringing its employees together at the location for the training. NAPA will be responsible for training all NAPA personnel on the changes in issuing parts out of the NAPA HUB system to issue back to FleetFocus work orders. • Depending on the FleetFocus functionality currently deployed by Client or if Client chooses to train the NAPA personnel themselves, these training requirements may vary. Production Roll -out • AssetWorks will provide remote technical and application consulting assistance during the final Production rollout of the NAPA interface. AssetWorks will assist client technical resources with configuring the Production environment for the NAPA interface. NAPA will be required to troubleshoot with NAPA personnel any additional training and go -live support required for the NAPA HUB system. General • Order Form includes one (1) NAPA inventory location unless otherwise noted as additional costs apply for loading data and setting up additional inventory site in FA and MAXQueue. The NAPA inventory location can supply parts to multiple FleetFocus FA repair locations. • Integration assumes FleetFocus FA is set to "ENTERPRISE" on the Parts: Options screen. • Integration assumes FleetFocus FA is set to "AVERAGE" as the inventory pricing method on the Parts: Options screen. • Integration assumes MAXQueue base software is licensed and installed in both a non -Production and Production environment and that the client has access to this for installation of the MAXQueue package for the NAPA integration. • Customer is responsible for assuring their local NAPA HUB system is installed and operational with NAPA; AssetWorks is not responsible for any troubleshooting or workflow assistance within NAPA HUB. • Integration requires a NAPA HUB version compatible version of FleetFocus FA in 17.x or 18.x; not all previous FleetFocus FA versions are compatible with the NAPA HUB. AssetWorks will discuss with customer project team at the start of the project regarding current version compatibility. • Costs for these services are fixed and do not include applicable taxes. Milestones are to be billed with the amounts noted and described in the milestone schedule of this SOW. AssetWORKS PAGE 17 ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® o Custom Interface Development AssetWorks standard procedures for developing an interface include the following tasks: • Create a preliminary specification which includes interface testing cases • Client's project team reviews the preliminary specification • AssetWorks updates the specification • Client's project team provides final approval of the specification • AssetWorks builds and unit tests interfaces on AssetWorks R&D servers before delivering the interfaces install package. The package is only delivered after the interface has passed the AssetWorks QA process. • AssetWorks and Client incorporate interface into the test environment • AssetWorks and Client perform integration testing of the interface • Client installs interface once testing is complete • AssetWorks Professional Services provides logs of interfaces in the test environment to AssetWorks Support for review and acceptance. • AssetWorks Support approves the logs and approves for Client to move the interface into the Production environment. • AssetWorks Support provides ongoing assistance for the interface based on the approved specification design, if anything is requested outside of that specification design once the interface is in Production, a change order will be required. AssetWorks will provide interface planning services to develop a roadmap for the integration between FleetFocus and Client's other systems, as described below. The project team will discuss and specify the data elements required, the time of the exchange, and the method of data exchange. AssetWorks and the project team will develop a mutually acceptable plan and schedule for the work to be completed and identify the resources and timeframe required for the efforts. AssetWorks assumes Client will involve the appropriate staff to reach consensus and decisions on all interface specifications during the discussion and according to the proposed timeline. When interfacing to applications such as Enterprise Resource Planning (ERP) systems, AssetWorks makes use of XML (eXtensible Markup Language) data streams. Using XML, external applications access MAXQueue, the FleetFocus integration module, to interact directly with the FleetFocus components in real-time, applying all the standard FleetFocus business rules and processing logic. This has the same effect on the data as if it were manually keyed into a standard FleetFocus page. AssetWorks can create an on -demand or scheduled batch interface that uses text files to update or extract records in FleetFocus. When FleetFocus has been interfaced to export data to flat file legacy systems, programs are created that insert rows into the target transaction file. In some cases, intermediary staging tables are used in lieu of file transfers. Using MAXQueue, users can setup recurring schedules to execute individual interfaces. For inbound batch integrations, FleetFocus looks in a standard file directory or to a staging table for incoming data. When data is found, FleetFocus processes the data through MAXQueue in the same manner as the real-time interfaces. For outbound data, when the interface is executed, AssetWorks extracts the data into either a data file or a staging table. In general, MAXQueue supports a wide range of communication methods and protocols and the ability for different topic subscribers to use different protocols and processes (example: a real-time purchasing interface connecting to a SOAP (Service Oriented Architecture Protocol) server and pulling down XML documents, side -by -side with a batch - driven interface that uses FTP (File Transfer Protocol) to pass a formatted text file). MAXQueue is a separate module from the base application of FleetFocus, allowing it to be installed in a customer's DMZ (if preferred, but not required), allowing communication between internal databases and external vendor systems without compromising network security. AssetWORKS PAGE 18 ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® o FLEETFOCUS DB CI MAXQueue Serve Email File SOAP DB FTP MAXQueue includes a user interface which may allow interfaces to be configured by customers and typically provides the customer with the flexibility to control when and how often interfaces are processed. When a business event occurs in an AssetWorks product or in the external system, the other product receives pertinent data for further processing, storage, or both. Typically, the data has been completely processed in the initiating product before being passed and it is simply stored in the receiving product for reference purposes. © 1645004365 Q 021271201811:42:D0-17 O Billing Period! Status Upoal . Select SeIViGe AGAM... IISelect Gor Action.. . (D II ® O Timer XMLEda Condition Timer Set Open Row ID rt Periotl Has Expired 10. 1816806 ID 181fi800 1816804 D.. Reader ® Oata Reatler ContliExi Get Current Open "Open Exists ID_1816800 ID'. 1816802 XML Edit Get Earliest Pending 10 et Earliest ® Set Vars In 1816810 Contli[ion If Pending Exists dCML Etla: ID'. 1816809 Set V eR ® ID'. 1815814 XML Edit Error Handler Branch Set Error Message No Pending Accounting Period ID'. 1816820 ID_ 1816810 Lro�ry Library Update New Open XAAL Edit Update New Pending Close Condition ID. 1816816 Set Va. ID_ 1816018 In 1816817 Data Event Get PENDING 8e6V25 USds8z3New/Pentling Close - Oata Reader 10. 1816821 ID. 10 AssetWorks is proposing the following interfaces with Client's other enterprise systems. For each of the following scenarios, AssetWorks has provided the proposed workflow or interface. These recommendations are based on our experience, and best practices for maintenance system integration. AssetWorks is willing to discuss alternative, more (or less) extensive integration options and designs with Client to ensure the optimum solution. However, for the basis of this SOW, the following assumptions and designs have been incorporated as the basis for the pricing provided. The project team will define a detailed specification for each interface before any development work begins. AssetWORKS PAGE 19 ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® o Two (2) Custom Fuel AssetWorks will provide services to build and process two (2) separate fuel interfaces for WEX and DPW into Interfaces — WEX and FleetFocus. The interfaces will each expect a single flat file that contains all fuel data across the organization, OPW meaning one (1) file for WEX and one (1) file for DPW. The Files will be loaded to a shared location or FTP location for AssetWorks (if FTP location, a login must be granted with read/write permissions) to pick up for processing and then archiving/file deletion. • One (1) file format is required across the organization with one (1) agreed upon overall data mapping from WEX and DPW to FleetFocus fields. Data sent in the file is required to contain appropriate information to enter or lookup FleetFocus specific code data such as employee/operator ID, etc. • Mapping will be able to be configured only for Fuel Types, but must apply generically across all files, or be unique across all, in that the data can only link to one code within FleetFocus. Example: File(s) can contain "UNL" and "UN" both which map to FleetFocus' fuel code of "UN" for unleaded. But the values of "UN" within the files cannot be mapped to two different values within FleetFocus; there must only be one fuel type that "UN" or "UNL" matches. • Utilizing only a flat file, the interfaces will go one direction from WEX and DPW to FleetFocus to create fuel tickets on either the External or Internal Fuel Ticket screen (dependent on the fields utilized) with a maximum of ten (10) fields being sent per fuel ticket line. Basic fields for inclusion in a fuel ticket assumes the following to be sent within the file: o Date/Time o Meter (at time of fueling) o Equipment ID (must match FleetFocus ID or match to an associated fuel card ID on fleet equipment record) o Fuel Type o Quantity o Total Price • The interfaces will only process fuel items; fluids or other product IDs (car wash, etc.) are not included in this quote. • The interfaces will not include update to the operator/employees records with any inserts, updates or deletes of those data records. • The interfaces assume usage of all FleetFocus settings out of the box, no additional rules outside of standard application logic to be used such as advanced lookups or data transformations. • The interfaces assume usage of the standard MAXQueue error handler, no additional processing rules for errors will be used. • If more fields/details, multiple screens, or advanced logic is required, it will require a change order. • The rules for all locations/departments and configurations will be the same, aside from given outlined mapping ability noted above. If other different rules are needed, a requote will be required. • Customer is responsible for coordinating FTP file transfers. • All services will be performed remotely using web teleconferencing. • Testing is Client's responsibility within thirty (30) days of interface delivery by AssetWorks. • Costs are for a fixed fee project and do not include applicable taxes. Milestones are to be billed upon delivery of specifications and/or delivery of the custom deliverable(s) with the amounts noted and described in the milestone schedule further below. Data Conversion Overview & Loading AssetWorks will provide an overview session on the data conversion process, how data is to be collected and converted by Client and subsequently what is to be loaded by AssetWorks. Data loading occurs during the Application Design and Build stages to ensure the project progresses naturally as items are taught and configured. This encourages Client retention and engagement to meet project schedules. While AssetWorks is the developer of the application and it's data structure, Client is the owner of the data and will provide timely input into specific uses of existing data and resolve any data integrity issues that occur on upload. The proposed project timeline has limited slack to allow for prolonged analysis or responses. AssetWorks will provide a data loading training session for Client. Client will use the AssetWorks Data Loader tool to load its data into the application with AssetWorks assistance. AssetWorks and Client will jointly resolve issues arising out of data translation, including codes (if any) to be changed. AssetWorks will help Client finalize the data mapping and identify sources for each data element where possible. Client will be responsible for mapping old codes into new codes (i.e., translating) within the data set to be converted. All converted data must map to an existing data field in the application and adhere to the validation of that field and the overall application to ensure data integrity in Client's new system. After AssetWorks and Client have jointly documented the data mapping and data load process, Client will test the results. Assist with Data Loads for Equipment, Parts, and Summary Cost History AssetWORKS PAGE-20 ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® o Client will extract the agreed -upon data for conversion from its current systems and files (paper, PDFs, XLS, etc.). AssetWorks will consult with Client on data "scrubbing" or "cleansing" legacy data. Client will be responsible for populating FleetFocus with approved and "clean" Client data. AssetWorks will provide AssetWorks approved Microsoft Excel'" templates to assist in loading data into FleetFocus. AssetWorks makes the following assumptions: • Data files to be loaded into FleetFocus will be text -based flat files with one row of data per item (ex: asset, part) • AssetWorks will not provide services to manipulate or move Client data files or paper into AssetWorks data templates. • Client will provide the data to load in the format of the data load files provided. • Client will use default values for data elements required by FleetFocus that Client does not maintain. • All data must remove all special characters from the data since they will cause unexpected results in the application, such as: ■ Single quotes (`) ■ Ampersands (&) ■ Percent (%) ■ Underscore (_) ■ Forward slash (/) ■ Plain text usage of characters such as < or > may be interpreted by the browser as HTML tags and could be considered a security risk. ■ Character sets that are not 8-bit. ■ Accepted characters are A-Z, 0-9, hyphen (-), period (.), and space ( ). • AssetWorks will only load master equipment records, parts (part master, part location and vendor part) records and summary cost history (summed totals of data by year and month) records. Additional data will be required to load or manually key in to support system deployment. This data will be loaded by Client with AssetWorks guidance. • AssetWorks will load a maximum of XX active Fleet assets as well as active (available for work orders) components. • AssetWorks will load a maximum of 4 inventory locations with currently active inventory items. • AssetWorks will convert only these fields for summary cost history: Fuel Quantity and Cost, Alternative Fuel and Cost, Repair Labor, Repair Parts, Repair Commercial Labor, Repair Commercial Parts, PM Labor, PM Parts, PM Commercial Labor, PM Commercial Parts, Meter Readings, Equipment Downtime hours and Fixed Monthly Costs — broken out to 7 fields. • AssetWorks will not load historical work order, purchasing (PO, Receipt) or fuel detailed transactions per this SOW. • AssetWorks will provide services to load the current meter, next PM due date and last meter PM performed information for active Fleet assets shortly before going live. • AssetWorks will provide services to load the current unit price and current quantity on hand shortly before going live. • AssetWorks will assist in troubleshooting data load errors. Client will be responsible for ensuring all data loads are loaded fully into the application. AssetWorks will train Client to verify data loads with out -of - the -box ("OOTB") reports or ad hoc queries. • All data loads by AssetWorks indicates a one-time load. After the initial load data is completed, Client shall keep incremental changes in sync manually or through data load modifications. • Client will load additional data such as accounts, departments, operators, equipment classes, etc. with guidance from AssetWorks, after receiving data loader training from AssetWorks. This is required to ensure Client effectively learns the powerful data loading tool AssetWorks offers and for future system maintenance and updates. AssetWORKS PAGE 21 ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® o A • All Client data loads are to be reviewed by AssetWorks to ensure data is optimal prior to it being loaded into FleetFocus. • Once all necessary data items have been loaded to allow for sufficient application testing, the pre- production instance will be imported/restored into a non -production (test) environment for review. This process is done in full as an override of the database, not as a delta of incremental changes. • After the pre -production to test copy has taken place, any incremental changes to data will take place in the pre -production environment. If it is necessary for those changes to also be reflected in the test environment, that environment will need to be updated separately. Conversion of Specific Data AssetWorks and Client will jointly resolve issues arising out of the data translation, including codes (if any) to be changed. AssetWorks will help Client finalize the data mapping and identify the sources for each data element. Client will be responsible for mapping old codes into new codes (i.e., translating) within the data set to be converted. All converted data must be mapped to an existing data field in FleetFocus and adhere to the validation of that field and the overall FleetFocus application, as all data loaded goes through the application interface or authorized tool to ensure data integrity in Client's new system. Data Conversion Testing and Validation After AssetWorks and Client have jointly documented the data mapping and data load process, Client will test the results from the data extractions. This process will require involvement from Client Information Technology personnel supporting the existing systems. Build — Project Task/Activity, Responsibilities and Deliverables ��. r � _,_ �t 7 �.. Review ASD and Configure Provide guidance on setup and Review ASD and finalize decisions on Provide guidance on setup and Application configuration of application. configuration for application. configuration of application. Initial Data Collection Finalize Configuration of Application Finalize Configuration of Additional Product(s) Provide data gathering templates for initial data covered in Application Setup Sessions. Review data gathering templates for initial data definitions covered in Application Setup Sessions and ask questions. Extract data from internal sources (electronic or paper). Cleanse data to match decisions made in the Design stage. Input all required data into the templates to prepare for formal data loading into the Pre -Production environment. Provide guidance and answer questions on data gathered and cleansing efforts to include updates to data load templates, where necessary. Provide guidance for application Complete configuration of Provide guidance for application configuration application. configuration Provide guidance for additional Complete configuration of additional Provide guidance for additional product(s) configuration. product(s). product(s) configuration. Data Loader Tool Training Deliver Data Loader Tool Training Attend Data Loader Tool Training Deliver Data Loader Tool Training AssetWORKS ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com PAGE 22 ® 0 One-time load of Fleet Equipment and Component data (adheres to One-time load of Fleet Equipment and Review and validate data once loaded limits listed in SOW). by AssetWorks. Component data (adheres to limits listed in SOW). Load In Scope Data One-time load of Parts Inventory to Application data (adheres to limits listed in SOW). One-time load of Summary Cost History (adheres to limits listed in SOW). Load Out of Scope Provide guidance to Client as Data to Client loads out of scope data to Application application using the Data Loader Tool. Stage 5 — Test Client is responsible for all manual data entry and scanning of documents for upload. Load out of scope data to the application using the Data Loader Tool. One-time load of Parts Inventory data (adheres to limits listed in SOW). One-time load of Summary Cost History (adheres to limits listed in SOW). Provide guidance to Client as Client loads out of scope data to application using the Data Loader Tool. AssetWorks will provide Services to support Client through a testing cycle using AssetWorks created standard test scripts. The objective is to be able to run through the various testing scenarios, validate the data and system configuration, identify areas for adjustments, and facilitate retesting where needed. Testing Methodology AssetWorks organizes its user testing into functional groups and works with Client to identify the appropriate internal group to participate in testing for their designated functional group(s). Each group will work through all test cases for a functional group in a single session and document the results. At the end of the testing session, all results are submitted to AssetWorks to review with Client. If a test case was unable to be completed, the cause will be determined whether it is further training and/or additional configuration needed. If the failed result is not related to training or configuration, it is submitted to AssetWorks Customer Care to be reviewed for resolution or passed to AssetWorks Product group for further analysis. Depending on those results, it may require Client to either upgrade immediately or in a future release and/or decide if the item is critical for the initial deployment phase. The core Client project team will make this decision with AssetWorks acting in an advisory role. The test cases will be repeated until all cases are documented as passed, by each designated group at Client for each relevant functional group, as determined by project needs. A project team may opt to not utilize all core system functionality for the initial project launch. In this case, the group will discuss, document, and agree to remove specific test cases from the standard test plan. The functional groups listed below will be included in the standard test plan: • Purchasing - replenishment, purchase orders, receipts • Asset Management - campaign/recalls, adding/modify equipment • Work Management - work orders, service requests, logging time, part requests • Materials Management - issuing parts, adding parts, inventory counts, inventory transfers This matrix describes testing for the core software and modules. Additional products will have their own testing cycles during their configuration and deployment. AssetWORKS PAGE 23 ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® o Test — Project Task/Activity, Responsibilities and Deliverables Standard Test Plan Provide standard test plan. Verify security and access control Pre -Testing functions for User Groups with Client Application prior to the session. Training Workshop Provide Pre -Testing Application Training Workshop. Provide support for Client during User Testing testing to answer questions, review results, and assist with additional configuration or ticket resolution. Stage 6 —Train Update standard test plan with unique Provide standard test plan. organization test scripts. Provide Pre -Testing Attend Pre -Testing Application Training Application Training Workshop. Workshop. Execute and complete all standard test scripts in test plan related to final deployment decisions. Execute and complete all standard test scripts in test plan according to the Project Assist Client for Client to Schedule; minimum expectation is 30 days execute and complete user after receiving the standard test plan. testing. Provide testing results of completed and failed tests with details to replicate. Assist with any further configuration efforts to facilitate passing test scripts The training will be role -based and will differ for trainees from the various organizational and functional areas. Each Client trainee will have remedial computer skills, the basic skills in the overall use of FleetFocus and strong knowledge of how to use the application in his or her specific job function or area of expertise. Training Overview AssetWorks will deliver training prep, system administration training and training in the configured base application and add -on modules for the roll -out of FleetFocus according to the Project Schedule. Time includes preparation time for the instructor and with Client in advance of training sessions. Training assumes train -the -trainer approach completed one time for all groups. If the size of the organization is smaller and meets this class size for sessions such as technical, supervisor and storekeeper, direct end user training will be utilized over a train the trainer approach. This will be a discussion required prior to training between the AssetWorks Project Manager and Client Project Manager. The topics and workflows included in the training will be finalized by Client team during the system setup and follow- up tasks. However, Client should remain especially sensitive to necessary last-minute procedural changes or clarifications based on trainee feedback. AssetWorks recommends that Client schedules their go -live rollout and deploys no more than two weeks after the completion of training for maximum retention of application knowledge. Training Preparation AssetWorks will provide its standard training plan, standard training materials and begin scheduling and planning for the training. Client is authorized to tailor the standard training materials to apply branding and match workflows specific to Client. The training will cover work order functions; parts and labor posting functions; and other common features and transactions. The topics and workflows included in the training will be finalized by Client team during the system setup AssetWORKS PAAG 24 ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® o and follow-up tasks. Any deviations in the defined and agreed upon workflow will cause delays and added costs to the training. AssetWorks will provide a master electronic version for Client Project Manager. Client will produce and provide copies (across all roles) of the final training materials for use during the training sessions. Client will be authorized to reproduce and use any training materials for ongoing training within Client. Client will identify at least one "key user" on each shift to closely support the cutover, particularly after the training concludes. This individual will be responsible for answering initial end user questions and, most importantly, implementing subsequent changes or alterations to the documented procedures. AssetWorks recommends that these "key users" be those that attended the core team training sessions described above. This matrix describes training for the core software and modules. Additional products will have their own training sessions after their configuration and before deployment. Sample Training Course Schedule i Supervisor Service Writer FF101 Work Management Portal - Part 1 4 hours Fleet Manager Admin Office Supervisor Service Writer FF102 Work Management Portal - Part 2 4 hours Fleet Manager Admin Office Technician Technician Portal (*offered twice to ensure daily operations are properly FF103 2 hours Supervisor maintained) Fleet Manager Storekeeper FF104 Storekeeper Portal 4 hours Fleet Manager Admin Office Storekeeper FF105 Enterprise Purchasing and Inventory Management 4 hours Fleet Manager Admin Office Fleet Manager FF106 Service Request Portals 2 hours Admin Office Supervisor FF107 Fleet Administrator and Equipment Management 2 hours Fleet Manager Admin Office IT FF108 Reporting Portal 2 hours Fleet Manager Admin Office IT FF109 Ad Hoc Query Portal 2 hours Fleet Manager Admin Office IT FF110 Application Administrator 4 hours Fleet Manager Admin Office Training Courses Descriptions FF101 - Work Management Portal — Part 1 Course attendees will learn how to use the FleetFocus Work Management portal to manage the daily operations within the maintenance areas. In hands-on exercises, participants will practice creating repair and PM work orders, AssetWORKS PA 25 ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® o directing employee assignments, accessing equipment work order history, managing service requests, generating shop schedules and multi -unit work orders, and executing reports. FF102 - Work Management Portal — Part 2 Course attendees will learn how to use the FleetFocus Work Management portal to manage the daily operations within the maintenance areas. In hands-on exercises, participants will practice creating repair and PM work orders, directing employee assignments, accessing equipment work order history, managing service requests, generating shop schedules and multi -unit work orders, and executing reports. FF103 -Technician Portal Course attendees will learn how to use the FleetFocus Technician portal as a maintenance tool to manage tasks they perform on a day -to -basis. In hands-on exercises, participants will practice accessing the system, clocking in and out, viewing work status and assignments, managing individual time reporting, posting time to work order tasks, changing/adding tasks to work orders, requesting parts, completing PM checklists, and creating service requests. FF104 - Storekeeper Portal Course attendees will learn how to use the FleetFocus Storekeeper Portal as a tool to manage part transactions coming from the shop daily. In hands-on exercises, participants will practice issuing parts, cancelling part requests, creating new parts, ordering parts on a requisition or purchase order, receiving parts, and returning parts to stock and a vendor. FF105 - Enterprise Purchasing and Inventory Management Course attendees will learn how to use FleetFocus to manage more complex areas of inventory management including enterprise purchasing setup, enterprise purchasing flows and replenishment management and inventory counts. FF106 - Service Request Portals Course attendees will learn the basics of the FleetFocus Service Request module. This module is used for end users outside of the asset maintenance operation to view equipment and add in a service request. Client Access module will be added to this course, if licensed. FF107 - Fleet Administrator and Equipment Management Course attendees will learn how to use FleetFocus for managing the master equipment records, defining technical specifications/subsystems, and recording fuel information. In hands-on exercises, participants will practice entering new assets, entering, and updating subsystems and properties information, campaign management, accident tracking, and posting fuel records. FF108 - Resorting Portal Course attendees will learn the basics of reporting in the FleetFocus system. It will cover both how to run existing Crystal reports, add them to favorites, set filters, and schedule them. This training does not cover creating or modifying out of the box Crystal reports or any SQL language queries. FF109 - Ad Hoc Query Portal Course attendees will learn the basics of reporting in the FleetFocus system. This session will cover the basics of the FleetFocus Ad Hoc Query module that allows an end user to create simple queries of data from the system. AssetWorks will review a sampling (3) of the created, out of the box ad hoc queries. AssetWorks will not create new Client specific custom reports during the class. AssetWORKS PAGE 26 ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® a FF110 - Application Administrator Course attendees will learn the basics of managing the FleetFocus system from an application administrator perspective. It will cover adding and deactivating users, creating user groups, setting up UI controls, applying screen rights and viewing logs, setting up portals and general system admin rights as well as many other features. Train — Project Task/Activity, Responsibilities and Deliverables . Training Agenda Deliver standard training agenda. Approve standard training agenda. Deliver standard training agenda. Assign and ensure users attend appropriate sessions Provide suitable training facility. Deliver "train -the -trainer" standard Training Courses Deliver standard courses. courses per course matrix. Provide user and trainer application access. Ensure class size is limited to 10 users for effective, consistent, and timely training. Deliver standard training Deliver standard training materials in Customize training materials to meet Training Materials materials in editable editable electronic form. organization implementation requirements. electronic form. Commit to training appropriate functional and technical resources as required. Provide support in refresher Provide support in refresher training training for "train -the - End User Training for "train -the -trainers" as they provide Provide end user training to Client end users. trainers" as they provide end user training. Assign and ensure users attend appropriate end user training. sessions Stage 7 — Deploy Prepare for Cutover AssetWorks will work with Client to stage and prepare the system roll-out/cutover. This includes final validation of system readiness and sign off by Client acknowledging that the go -live is approved to proceed. AssetWorks will work with Client to document the specific cut -over steps and transition operations within the new system utilizing a standard go -live checklist to verify that all items have been completed. It is anticipated that there will be one (1) production roll -out. Production Cut Over Client will commence "live" operations using FleetFocus. AssetWorks staff will provide go live preparation, on -site and remote "go live" assistance for Client operation. This step is critical to success. During the go -live week, AssetWorks and Client project team that received "train -the -trainer" training will provide refresher training and assistance to the shop floor, parts room, and back -office staff to ensure a smooth transition. AssetWorks will also work with the System Administrator and Subject Matter Experts to provide escalated level technical and application support and to troubleshoot any issues related to data integrity and application setup and configuration. AssetWorks will document any issues that occur during the go -live, and where issues are related to the planned production deployment, provide follow-up support to the Client system administrators and project team. AssetWORKS PArGGEE 27 ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® o During the initial deployment period, AssetWorks will provide support during normal working hours. When possible and agreed, AssetWorks will provide support to multiple shifts on a given day (e.g., by covering the last four hours of one shift and the first four hours of a second shift). AssetWorks will remain closely involved during this very critical period. AssetWorks will have one (1) resource onsite for the go -live week. During the second week, AssetWorks will be available on an as -needed basis to answer questions and make sure the cut -over is progressing well. After the first week of go live, AssetWorks will begin to transition Client to our Customer Care department for follow up support and ticket management. AssetWorks will also provide a sixty-day (60) onsite post go live check -in for the Services team to assist in areas of follow-up and further training required. The post go -live check -in will take place over the course of up to three (3) days onsite to ensure success in the new system. Onsite services can be transitioned to remote consulting support on additional topics or items that need refresher training and updates in the system for operational efficiency. Client can be transitioned to Customer Care and still utilize these Services to refine and smooth out new processes in the months after go -live with an Implementation Consultant. Ongoing onsite and remote support, new development, and/or items not part of the original production deployment plan is available to Client under a separate SOW should Client require more assistance. AssetWorks recommends yearly refresher training engagements with Services to ensure Client is utilizing the system properly and for the full potential preferred by Client. Deploy — Project Task/Activity, Responsibilities and Deliverables pllqoct AssetWorks Responsibilities Client Responsibilities DellverableK_ Execute cutover tasks in the Production environment with AssetWorks' assistance. Client shall coordinate training and roll -out Prepare and assist Client in the schedules, and communications to users with execution of cutover tasks to the field personnel and set up training sites. Production environment. Participate in cutover activities. Lead and support deployment Provide frontline support for end user activities, including scheduling, questions. AssetWorks Software is Commence live coordinating, and communicating Escalate issues to AssetWorks operational in Client operations progress related to deployment. Update the production system to ensure all Production environment. Finalize and close all contract records are up to date. deliverables. Ensure data correctness. Prepare for and lead AssetWorks Confirm connectivity, logins, etc. Customer Care transition call. Confirm finalization and closure of all contract deliverables. Clear any outstanding project balance. Participate in Customer Care transition call. Roles and Responsibilities AssetWorks Project Team Roles and Responsibilities AssetWorks project team roles and responsibilities for this SOW are noted below. These roles ensure successful delivery, configuration, and support of the solution. The role(s) will be fulfilled by one or more team members. • Provides strategic direction and executive oversight for the project Services Delivery Director PSD . Champions the project internally and externally AssetWORKS PAGE 28 ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® 0 • Supports escalation and resolution of high-level issues • Ensures alignment with AssetWorks business goals and Client expectations • Oversees multiple related projects or a large-scale implementation PMO Manager PMM • Coordinates across project teams and departments • Manages program -level risks, dependencies, and resources • Monitors project health, timelines, and budget adherence • Oversees the delivery of the implementation from a leadership level Services Delivery Manager PSM • Ensures project teams are properly staffed and supported . Ensures consistency in delivery standards and methodologies • Acts as a senior point of contact for Client's leadership team • Maintains the long-term relationship with Client National Account Manager NAM • Ensures Client satisfaction and alignment with business value • Identifies opportunities for additional services or product adoption • Supports transition from implementation to ongoing support • Oversees the AssetWorks resources on the implementation project • Manages timelines, scope, resources, and budget Project Manager PM • Acts as the primary point of contact for Client • Facilitates communication between internal teams and Client Tracks risks and issues, and ensures timely resolution • Designs the overall system architecture and configuration strategy • Ensures the solution aligns with Client's business processes and goals • Provides guidance on best practices and scalability • Reviews technical designs and configurations • Configures the software based on Client requirements • Conducts workshops and training sessions • Supports data migration and validation • Assists with testing and go -live preparation • Gathers and documents Client requirements Implementation Consultant • Maps Client needs to software capabilities IC • Supports configuration and testing efforts • Reviews logged and tracked defects reported by Client • Works closely with Client to map legacy data to the new system • Provides standard test plans and test cases • Acts as a liaison between Client and technical team • Provides standard training materials and documentation • Delivers "train the trainer" end -user training sessions • Facilitates change management and user adoption • Provides ongoing support after go -live • Manages issue resolution and service requests • Coordinates with internal teams for escalations Installation Technician IT • Provides AssetWorks Starter Database for implementation efficiency • Installs application and provide login credentials to Client Technical Developer TD • Develops customizations, integrations, and reports . Provides API consulting for Client API developers if in scope Client Project Team Roles and Responsibilities Below is an estimate of Client resource allocation by role and expected responsibilities to facilitate a successful project as defined in this SOW. On Premise Installation Resource Estimated Time Client Resource Code Commitment Responsibilities AssetWORK.S PAGE 29 ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® o Project Manager PM 50% or more - Project Duration 75% - Overall Implementation 50%-Application Discovery/ Design/ Configuration 100%- Data Configuration/Loading System SA 75% -User Acceptance Administrator Testing 100%- System Administrator Training 100% - Train -the -Trainer Training 90% - Deployment 50%-Application Discovery/ Design/ Configuration 30% - Data Configuration/Loading Subject Matter SME 75% -User Acceptance Experts Testing 100% - Train -the -Trainer Training 90% - Deployment • Coordinate all Client resources and activities • Work with the AssetWorks project manager to identify risks, issues, and mitigations throughout the project • Facilitate internal meetings with Client project team to keep project on track • Facilitate Client review and feedback on all relevant deliverables • Manage the delivery and preparation of legacy data • Coordinate Client software development activities (i.e., APIs) • Coordinate completion of user testing • Coordinate training preparation and training session(s) • Coordinate Client software deployment activities (i.e., APIs) • Assisting with clearing internal roadblocks for process and design decision in regards to application setup, workflow processes, custom interfaces/reports, enhancements and training/go live requirements and schedules • Attend AssetWorks status meetings, review status reports and respond timely to AssetWorks PM • Report to internal stakeholders on progress of AssetWorks project • Input system configurations with AssetWorks guidance • Provide review and feedback of all relevant deliverables • Perform data extraction activities • Convert codes from current systems into codes approved for future - state processes • Populate the AssetWorks data loading templates with clean data • Validate data after loading is complete • Execute additional data loading tasks not scoped by AssetWorks • Provide input and assistance in design and testing of custom interfaces, reports and product enhancements per the project scope • Execute user system testing and participate in testing review meetings • Participate in System Administrator training • Facilitate and assist in user system testing • Facilitate and assist in user training after receiving Train -the -Trainer training • Maintain system security controls and permissions, user accounts, etc. • Facilitate in live system cut -over activities and on -going user support • Communicate internally with Client PM on activities and progress on deliverables • Coordinate with Client IT on troubleshooting network or technical issues • Considered part of the core project team that consists of functional leads in their respective areas of expertise, as well as other supporting personnel from various departments • Maintain a good working knowledge of how the organization processes are performed and understand the reasons for the current processes • Participate in the completion of discovery sessions • Provide guidance and feedback on workflows and requirements to align these with AssetWorks functionality • Participate in design session for mapping data and workflow needs into the AssetWorks system • Provide review and feedback on all relevant deliverables • Respond to any questions from AssetWorks when additional information is required • Provide review, extraction, and cleansing of legacy data • Participate in data mapping and provide all data required to AssetWorks • Provide input and assistance in design and testing of custom interfaces, reports and product enhancements per the project scope • Execute user system testing and participate in testing review meetings • Execute user training after receiving Train -the -Trainer training • Test final solution and participation in defect(s) review meetings • Assist in solution deployment, as required AssetWORKS PAGE30 ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® o • Communicate internally with Client PM on activities and progress on deliverables End Users/ Testers EU 50%-Testing • Execute Acceptance Testing • Record and report any Software defects • Participate in the goals and scope of the project Executive Steering ESC 5% - Overall Project • Participate in periodic status meetings with the project team Committee • Lead change management throughout Client The system administrator would perform the same type of standard activities for the AssetWorks system as with other Enterprise software solutions. This role will include activities such as: • Providing access to the server for AssetWorks technical support • Providing access to the server for AssetWorks project staff and Client Technical System project staff for interface deployment and configuration TSA Up to 5% Administrator • Assisting with other troubleshooting activities as needed during the implementation. • Interfacing with internal IT group for any project roadblocks due to technical issues. • Communicate internally with Client PM on activities and progress on deliverables The data administrator would perform the same type of standard activities for the AssetWorks system as with other Enterprise software solutions. This role will include activities such as: • Facilitating with the database sizing and setup Database • Providing standard database support services similar to the services to o Administrator DBA Up to 5/o support other enterprise business applications • Execute a refresh of production data to the test installation at key points in the implementation. • Communicate internally with Client PM on activities and progress on deliverables Resource Client Resource Technical Skills Code_ System SA Software specific Administrator (AssetWorks) Reporting RA Assistance Database i DBA Administrator M Crystal Reports; Crystal Designer MSSQL or Oracle Responsibilities Needed for the creation and deactivation of users and employees, continue to review release notes, learn new functionality, and support internal end users (20% or more; highly dependent on size of Client) Dependent on Client need to have an in-house report writer to assist with development and tweaks to out of the box Crystal Reports using Crystal Designer; end users can use the Ad Hoc Query module to build simple reports inside the system. AssetWorks can provide custom Crystal Reports on a quoted basis if needed. (10-20%) Needed for ongoing upgrades; 1-2x a year on average. The RACI matrix below assigns roles for key activities. (R=Responsible; A=Accountable; C=Consulted; 1=Informed) AssetWORKS PAGE 31 ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® o A R I C C I A R I C C I I C I A R I A R I C C I A R I C C I A R I C C I A C I C R I A R I C R I A R I C R I I C I A R I A R I C R I A R I C R I A R I C R I Project Schedule and Milestones AssetWorks proposes the following Project Schedule to complete the tasks outlined below. This schedule is subject to change based on specific conditions and circumstances encountered during the project. During the project kick-off, AssetWorks will collaborate with Client's project team to finalize the timeline, which may be adjusted accordingly. Project Schedule FleetFocus Implementation ID WBS A at A1.1 A1.1.1 A1.12 Al.1.3 A.1.2 A1.21 A1.3 A2 A3 ask Name City of Fort Worth_Asseflyorks Fleetioc us FA Implernenlation Initiation PrcjectManagernent Services Contract negotiations complete Prepare for and Conduct Remote ProjectlgdaotfMeeting Project Management and Status Reporting Hardware Acquisition Services Procure necessary hardyare Sothaere Application Insist lotion Services Discovery Design 1 2 3 4 5 6 w, 1 7 7 8 9 12 14 17 AA A4.1 AA.2 A4.3 A4.3.1 A4.3.1.1 A4.3.12 A4.3.1.3 Build System Configuration Services Data Conversion Services; Technical Services Erislirg Fleefocus Integrations&Initiatives API Module Installation 80verviewServioes NAPATAMS Integration Implementation Services Telenatis Claud Interlace Adaptor Implementation Saviors (Single Provides 18 21 26 27 28 29 30 31 A4.3.1.4 MobileForus SmartApps Implementation Services (1 App) 32 A4.3.1.5 MobikeFoars EDGE Implementation Services 33 "32 A4.3.2.1 Custom Mir6ces Fueltrrbrisce-WEX 34 40 AA.3.22 Fuelhr*r(sce-OPW 48 A6 Tmkn & Test 47 A&I Tailing Services A5.2 Training Services A6 Depkryment 50 55 Production Roll-O t Services Prepare br adova Commence Lhe Operations JA'.Provide go live support AssetWORKS PAGE32 ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® o Fixed Fee Milestone Payment Schedule Milestone 1 API Module Due Upon Completion of API Module Installation in Production Environment Milestone 2 NAPA HUB Due Upon Production Go Live of FA to NAPA HUB Integration Due Upon Completion of Telematics Cloud Integration Installation in Production Milestone 3 Telematics Environment Milestone 4 SmartApps Due Upon Completion of MobileFocus SmartApps Training Due Upon Completion of MobileFocus EDGE Portal Configuration Review in Test Milestone 5 EDGE Environment Milestone 6 EDGE Due Upon Completion of MobileFocus EDGE Training $2,200 USD $13,831.68 USD $6,915.84 USD $3,457.92 USD $5,186.88 USD $5,186.88 USD Milestone 7 Custom Interface Due Upon Approved Specification for Custom WEX Fuel Interface $4,754.64 USD Milestone 8 Custom Interface Due Upon Delivery of WEX Fuel Interface in MAXQueue Package for Download r $4,754.64 USD Milestone 9 Custom Interface Due Upon Approved Specification for Custom OPW Fuel Interface $4,754.64 USD Milestone 10 Custom Interface Due Upon Delivery of OPW Fuel Interface in MAXQueue Package for Download $4,754.64 USD Service Locations, Travel Policy, and Estimates Service Locations AssetWorks shall perform most of the Services remotely, unless otherwise mutually agreed upon between Client and AssetWorks. Client acknowledges that AssetWorks personnel provide onsite services on prior arrangement only and in full workday intervals. A full workday interval means eight (8) hours per day, unless otherwise legally required based on the location of performance of Services. Travel Policy AssetWorks may recommend some Services be performed onsite. If travel is required, the following provisions apply: • If on -site Services is required, Client agrees to pay reasonable travel, hotel, and per -diem expenses which shall be invoiced and paid as incurred, not subject to any project hold -back or payment deferrals, monthly in arrears. • All travel costs provided in this SOW are estimates. • All travel by AssetWorks must be approved by the AssetWorks and Client Project Manager prior to commencing. Client shall be responsible for requested or pre -authorized travel expenses. Reimbursable Travel Expenses Actual cost for the airline ticket for "coach" or "economy" tickets; upgrades allowed if extended by airline free of Air Travel charge. Upon trip authorization, air travel is immediately invoiced. Lodging Actual expenses incurred for lodging only. Domestic properties falling within the moderate hotel category in standard rooms. Meals Per diem (no receipts) as noted in GSA for the locality or AssetWorks corporate rate ($65), whichever is higher. Ground Transportation Actual cost for shuttle, rideshare or taxi. Actual expense for intermediate size rental car; upgrades allowed if extended by rental car company free of Rental Car charge. Tolls Actual expense for tolls. 1W AssetWuKKS PAGE33 ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com 121 ai Fuel Actual expense of fuel for rental car. Mileage Actual mileage x IRS rate. Parking Actual parking expenses as incurred. Parking fines, traffic violations, or towing charges excluded. Estimated Project Travel Trips System Setup 1 1 $2,500 USD Training 2 1 $5,000 USD Go Live/Deployment 1 1 $2,500 USD Assumptions and Dependencies General • Client will provide the resources described in the SOW as of the project start date to ensure a successful implementation of the products. • Client will appoint a single point of contact for the duration of the project. This person should have project management responsibilities and decision -making authority. • Client will have all the necessary and appropriate personnel at all the meetings for the purpose of defining the requirements of the system. • Client will make appropriate technical resources available to AssetWorks' consultants. • Client may be required to upgrade if new features and/or fixes are available for the module that are considered necessary for the project success. • Where applicable, standard training materials will be utilized; scope does not include customized training materials. Infrastructure — SaaS/Hosted and On Premise • Client will provide access to the application and infrastructure at the centralized implementation location and a project work area appropriate for the size of the combined Client/AssetWorks project team. • Client shall be responsible for installing and configuring computer hardware and peripheral equipment such as printers and bar code equipment (if applicable). • Client is responsible for providing internet browser access to the AssetWorks' application. • Client is responsible for providing and maintaining TCP/IP connectivity with sufficient bandwidth from all user workstations to the AssetWorks' application servers. • Client will utilize a single FleetFocusTm database for Production. • Network connections; telecommunications network(s); operating system, network and database administration; disaster recovery planning; the acquisition, installation, testing and tuning of any required hardware, operating software, peripherals and communications infrastructure are excluded from the SOW. • Client is responsible for any site preparation or construction or communications or cabling infrastructure. AssetWOR KS PAGGEE�34 ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® 0 Infrastructure — On Premise Only • Client is responsible for establishing access to the FleetFocus'" Application, and DBMS servers, providing all supporting software (web server must use Microsoft IIS), hardware, and connectivity for the application server. • Client is responsible for the acquisition, installation, testing, support, and tuning of any additional non- AssetWorks required application software, hardware, RDBMS, other software, peripherals and communications infrastructure. • Client will verify that the hardware environment is installed, configured and operating over the network before scheduling the Software Installation. • Client is responsible for system, server, and workstation backups to include the installation, development, execution, hosting, monitoring and support of the system backups and recovery programs. • Client is responsible for any site preparation or construction or communications or cabling infrastructure. • Client is responsible for applying software patches. Technical Services / Interfaces Custom Interfaces Standard Terms • Any custom interface(s) assumes usage of all FleetFocus settings out of the box, no additional rules outside of standard application logic are to be used such as advanced lookups or data transformations unless noted above in the scope and assumptions. • Any interface is quoted for supported versions and only for a specific version if noted above in the scope and assumptions. • Any interface will be delivered in a future release if specified above or a custom package for Client's current version, as determined by AssetWorks during the development phase. Interfaces are quoted for supported versions and assumed logic is quoted utilizing the latest major build release. If a version of the interface is requested to be delivered that is lower than the version noted in the approved specification, it will require a change order. • The Client must ensure their non -production system version matches the production system version until final interface testing is complete. Otherwise, a change order may be required to ensure the interface is compatible to a prior version. • Interface errors or rejects will be sent to the MAXQueue error handler to review/reprocess. Client is responsible for the management of errors/rejects; standard error processing rules and logic of FleetFocus will apply. • Client is responsible for any errors outside of FleetFocus from any external system, and these will not be processed through FleetFocus. • Unless noted above in the specified interface scope and assumptions, all custom interfaces quoted only allow for all errors to be directed to a single MAXQueue error portal for review and re -processing. If as an example, multiple groups within an organization need to see separate errors based on variable criteria or by their group in different MAXQueue error portals, it would be considered a change request. • Client will provide AssetWorks' Services with details about its business process, as well as relevant files and web services schemas. Client will also coordinate FTP file transfers and identify the external system data mapping/element requirements (i.e., web services, XML, APIs, etc.) for functional and technical specification(s) creation, development, and/or quality assurance purposes. AssetWORKS PAGE 35 ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com 1111 o Client is responsible for building the other side of the interface(s) for the external system(s) to push and pull data based on the direction specified as part of the interface; Client is also responsible for resolving any firewall issues related to accepting or sending data on its side. If using web services or APIs, the Client must provide a fully maintained web service and API from the external system. The interface assumes such 3rd party technology is available at the appropriate standard to allow FleetFocus to access these methods and services. Client's system must be capable of providing AssetWorks with the proper services and/or connections so that FleetFocus can distinguish data updates such as "INSERT" and "UPDATE" data and send items using triggers rather than timers. FleetFocus will process each change in the method specified, as it is received. FleetFocus assumes no callbacks from 3rd party system web services or APIs that require additional data transformations unless otherwise noted in the scope. If the integration is scoped to accept attachment transfers, the Client must send one file per transaction and must send them in the FleetFocus supported format. All custom interface(s) require a licensed and installed MAXQueue Integration Module in a non - production and production environment. Custom Deliverables) Standard Terms • This quote assumes Client is properly licensed for necessary module(s) to utilize any areas which require licensing. • All custom deliverable(s) (interfaces, reports, enhancements and/or notifications) or changes to out of the box reports and/or notifications assumes that only fields, screens, and tables currently available within FleetFocus are available to be sent and all fields utilized adhere to the FleetFocus data type and field length of the specific field, unless noted above in the scope and assumptions of this Statement of Work. • All technical services must be re -quoted and AssetWorks reserves the right to adjust the quoted delivery version and standard delivery timeline, if not signed with 60 days of delivery of the quote or earlier if noted above. • Core software features are not eligible for patch back or delivery cycle outside of standard release unless an adjusted delivery cycle is expressly specified in this document. Clients must upgrade to a new major version to receive and test these features. • Development delivery timelines will be set upon signature of the specification by the Client; these dates will be coordinated as part of the project plan once specifications are signed. • For AssetWorks to begin development, a Client approved custom deliverable specification with data mapping to the FleetFocus database must be reviewed, approved, and signed by the Client; this includes any iterations after the initial approval. • Signed functional and technical specification(s) take precedence on all design and development. • Unless Client approves all functional and technical specifications within 30 days of delivery, AssetWorks reserves the right to adjust the delivery version and delivery timeline. • Testing is the Client's responsibility and will be completed within 30 days of delivery of the custom deliverable(s) by AssetWorks, unless otherwise noted. If the custom deliverables a product enhancement, the Client will be required to complete testing in the first available version containing the product enhancement, including an early delivery release if made available. • All services will be performed remotely using web teleconferencing, unless otherwise noted. • Non -production and production custom deliverables must be on a generally available (GA) release and the supported version(s) per assumptions noted above for custom deliverable(s). AssetWORKS PAGE 36 ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® o • Client may be required to upgrade, if FleetFocus business logic changes in future releases and those changes impact the dependencies for the custom deliverable(s). Upgrade services for FleetFocus are not included, unless otherwise noted. • On premise Client is responsible for maintaining AssetWorks' recommended server architecture requirements for optimal system performance. • If Client changes their database type after signing design specifications a change order will be required. • If a Client's internal systems (i.e., ERP) require any additional analysis, configuration, and/or development to support the proposed custom deliverable(s), AssetWorks assumes the Client will provide internal resources to immediately resolve any work and/or process resolution needed to support the agreed upon project timeline. If AssetWorks is required to assist, a change order will be necessary. • Client will make appropriate technical resources available to AssetWorks' consultants and have all necessary and appropriate personnel at meetings for the purpose of defining the requirements of the system and project. • Client will appoint a single point of contact for the duration of the project. This person should have project management responsibilities and decision -making authority. This person will be the focal point of contact for AssetWorks' Services and Client Care team. • AssetWorks assumes Client utilizes an internal system administrator to maintain all aspects of FleetFocus configuration, user training and system administrator duties including the setup of all FleetFocus data (Client responsibility) as required to support any custom deliverable(s). • Client will be responsible for working with AssetWorks' Services and Client Care teams to move the custom deliverable(s) into a production environment. Sign -off is required to move the custom deliverable from test to production and a secondary sign -off is required once in production for Client Care to support the custom deliverable. As enhancements are delivered in a general release, there is no sign -off process to put them in a production environment. • Annual maintenance for quoted custom deliverable(s) is billed upon delivery of the item(s) as defined the scope. • Client must maintain an active non -production environment that is configured and available for testing of all custom deliverables prior to the testing phase of a project. AssetWORKS PAGE 37 ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® o SIGNATURES • This SOW may be executed electronically and in one or more counterparts, each of which will be an original, and all which will constitute a single instrument. The SOW, any subsequent Change Orders, and Amendments are binding obligations enforceable against the parties under the Agreement/MSA. • In witness whereof, the parties' authorized representatives have executed this SOW as of the last date signed "Effective Date"). City of Fort Worth Authorized Representative: Signatory Name: Dianna Giordano Title: Assistant City Manager Signature: 10VVfMP %— Dianna Giordano (Jun 26, 2( Date: 06/26/2026 Signatory Name: Greg Richards Title: General Manager Signature: Date: June 16, 2026 AssetWORKS PAGE 38 ©2026 AssetWorks Inc. I All Rights Reserved I www.assetworks.com ® o EXHIBIT E AssetWorks Quote No. Q-14031-4 (ATTACHED) Cooperative Purchase Agreement — Exhibit E Page 14 of 21 AssetWORKS ORDER FORM AssetWorks Inc. 1001 Old Cassatt Road Suite 204 Berwyn, PA 19312 Ship To Brad Hunter City of Fort Worth 100 Ft. Worth Trail. Fort Worth. Texas 76102 Order #: Q-14031-4 Date: 4/13/2026 Expires On: 7/10/2026 Bill To City of Fort Worth Assistant Superintendent 100 Ft. Worth Trail. Fort Worth. Texas 76102 This pricing is pursuant to AssetWorks Contract Number DIR-CPO-5693 between AssetWorks and the above -named customer. License for Fuel/Carwash/Fuel Trucks . - Part # Description QTY UNIT PRICE Line Tota( 510-2 FleetFocus/Fuel Focus Integration License (per ICU) (Per ICU and MFC) 21 USD 1,985.83 USD 41,702.43 21% 521-1 Veeder Root Integration (per site if multiple sites, up to 8 add'I sites) (5 locations with TLS Systems) 5 USD 1,323.20 USD 6,616.00 7.5% License Total: USD 48,318.43 Maintenance for Fuel/Carwash/Fuel Trucks Software Maintenance Maintenance Total Southside Service Center - Fuel/Carwash/Propane USD 14,219.70 USD 14,219.7C . - Part # Description CITY UNIT PRICE Line Total Discount AW-ICU8-RF-01 RFC-2500 ICU with WAF SUPPORT (without WAF Unit), 1 USD 11,192.01 USD 11,192.01 7.5% RFC2500 ICU - WAF, 8 No Option (up to 49 units) price per unit (Fuel Island) AW-ICU2-RF-01 RFC-2500 ICU with WAF SUPPORT (without WAF Unit), 1 USD 8,596.24 USD 8,596.24 7.5% RFC1500 ICU - WAF, 2 Hose No Option (up to 49 units) price per unit (Propane) 1350-FEON-H1 NC- 2 hose ICU HID reader no pedestal no WAF support (up to 1 USD 3,264.76 USD 3,264.76 7.5% NDNX 49 units) price per unit (ICU 1350 Car Wash) 2500-PED-ADAPT Wide Base Pedestal with EJ Ward Adapter 1 USD 2,038.81 USD 2,038.81 11 % (Fuel Island) RID-DMR-07-SET Nozzle Transponder - Dual Mode FJ3 and 918MHZ 7 USD 358.22 USD 2,507.54 11 % (1 Per Nozzle) AW-HID-01 ICU & Front Panel Options, HID Option (up to 49 units) 2 USD 361.49 USD 722.98 7.5% price per unit Fuel Island and Propane G7L-2A-TJ-CB- Omron DPST-NO Relay with Base 8 USD 35.73 USD 285.84 11 % 120/P7LF06 (1 per hose/wash) AW-FJ3-WAF-01 FJ3 WAF Box Hi Power w/ mast (up to 49 units) price per 2 US 1,169.68 USD 2,339.36 7.5% unit (Secure Fueling Antenna - Fuel Island and Propane) SOLA120 SOLA HD Active Tracking Filter and Surge Suppression 3 USD 292.54 USD 877.62 11 (One per ICU) Page 1 of 9 1350-STND-01 FuelFocus 1350 Pedestal (Car Wash) 1 USD 670.71 USD 670.71 11% Fuel Estimated Shipping 3 USD 325.00 USD 975.00 Southside Service Center - Fuel/Carwash/Propane Total: USD 33,470.87 James Avenue Service Center — Fuel/Carwash . - Part # Description QTY UNIT PRICE Line Total AW-ICU8-RF-01 RFC-2500 ICU with WAF SUPPORT (without WAF Unit), 1 USD 11,192.01 USD 11,192.01 7.5% RFC2500 ICU - WAF, 8 No Option (up to 49 units) price per unit (Unleaded Islands) AW-ICU4-RF-01 RFC-2500 ICU with WAF SUPPORT (without WAF Unit), 2 USD 10,786.10 USD 21,572.20 7.5% RFC2500 ICU - WAF, 4 No Option (up to 49 units) price per unit (Diesel Islands) 1350-FEON-H1 NC- 2 hose ICU HID reader no pedestal no WAF support (up to 1 USD 3,264.76 USD 3,264.76 7.5% NDNX 49 units) price per unit (ICU 1350 Car Wash 1) 1350-FEON-H1 NC- 2 hose ICU HID reader no pedestal no WAF support (up to 1 USD 3,264.76 USD 3,264.76 7.5% NDNX 49 units) price per unit (ICU 1350 Car Wash 2) 1350-STND-01 FuelFocus RFC1350 Pedestal 2 USD 670.71 USD 1,341.42 11% Car Wash 1 & 2 RID-DMR-07-SET Nozzle Transponder - Dual Mode FJ3 and 918MHZ 14 USD 358.22 USD 5,015.08 11% (1 Per Nozzle) AW-FJ3-WAF-01 FJ3 WAF Box Hi Power w/ mast (up to 49 units) price per 2 USD 1,169.68 USD 2,339.36 7.5% unit (Secure Fueling Antenna - Diesel & Fuel Islands) 2500-PED-ADAPT Wide Base Pedestal with EJ Ward Adapter 3 USD 2,038.81 USD 6,116.43 11% (Fuel Island & Diesel Island) G7L-2A-TJ-CB- Omron DPST-NO Relay with Base 18 USD 35.73 USD 643.14 11% 120/P7LF06 (1 per hose/wash) AW-HID-01 ICU & Front Panel Options, HID Option (up to 49 units) 3 USD 361.49 USD 1,084.47 7.5% price per unit (Fuel Island and Diesel Island) SOLA120 SOLA HD Active Tracking Filter and Surge Suppression 5 USD 292.54 USD 1,462.70 11% (One per ICU) (Not in DIR Yet- ICU - WiFi Card + Mini antenna - 3 USD 1,105.38 USD 3,316.14 7.5% Being added) (Fuel Island & Diesel Island) Estimated Shipping 5 USD 325.00 USD 1,625.00 James Avenue Service Center - Fuel Total: USD 62,237.47 Page 2 of 9 Southeast Service Center — Fuel/Propane Part # Description AW-ICU4-RF-01 RFC-2500 ICU with WAF SUPPORT (without WAF Unit), 1 USD 10,786.10 USD 10,786.10 7.5% RFC2500 ICU - WAF, 4 No Option (up to 49 units) price per unit Fuel Islands AW-ICU2-RF-01 RFC-2500 ICU with WAF SUPPORT (without WAF Unit), 1 USD 8,596.24 USD 8,596.24 7.5% RFC1500 ICU - WAF, 2 Hose No Option (up to 49 units) price per unit (Propane Island) G7L-2A-TJ-CB- Omron DPST-NO Relay with Base 5 USD 35.73 USD 178.65 11% 120/P7LF06 (1 per hose/wash) AW-HID-01 ICU & Front Panel Options, HID Option (up to 49 units) 2 USD 361.49 USD 722.98 7.5% price per unit Fuel Island and Propane site RID-DMR-07-SET Nozzle Transponder- Dual Mode FJ3 and 918MHZ 5 USD 358.22 USD 1,791.10 11% (1 Per Nozzle) AW-FJ3-WAF-01 FJ3 WAF Box Hi Power w/ mast (up to 49 units) price per 2 USD 1,169.68 USD 2,339.36 7.5% unit (Secure Fueling Antenna - Fuel Island and Propane Site) SOLA120 SOLA HD Active Tracking Filter and Surge Suppression 2 USD 292.54 USD 585.08 11% (One per ICU) 2500-PED-ADAPT Wide Base Pedestal with EJ Ward Adapter 1 USD 2,038.81 USD 2,038.81 11% Fuel Island Estimated Shipping 2 USD 325.00 USD 650.00 USD 650.00 Southeast Service Center - Fuel Total: USD 27,688.32 Brennan Service Center - Fuel Part # Description QTY UNIT PRICE Line Total Discount AW-ICU4-RF-01 RFC-2500 ICU with WAF SUPPORT (without WAF Unit), 2 USD 10,786.10 USD 21,572.20 7.5% RFC2500 ICU - WAF, 4 No Option (up to 49 units) price per unit (Fuel and Diesel Islands) AW-HID-01 ICU & Front Panel Options, HID Option (up to 49 units) 2 USD 361.49 USD 722.98 7.5% price per unit (Fuel and Diesel Islands) G7L-2A-TJ-CB- Omron DPST-NO Relay with Base 3 USD 35.73 USD 107.19 11% 120/P7LF06 (1 per hose/wash) RID-DMR-07-SET Nozzle Transponder- Dual Mode FJ3 and 918MHZ 3 USD 358.22 USD 1,074.66 11% (1 Per Nozzle) AW-FJ3-WAF-01 FJ3 WAF Box Hi Power w/ mast (up to 49 units) price per 1 USD 1,169.68 USD 1,169.68 7.5% unit (Secure Fueling Antenna —For Fuel and Diesel Islands) SOLA120 SOLA HD Active Tracking Filter and Surge Suppression 2 USD 292.54 USD 585.08 11% (One per ICU) Estimated Shipping 2 USD 325.00 USD 650.00 Brennan Service Center - Fuel Total: USD 25,881.79 Page 3 of 9 North Service Center — Fuel/Carwash Part # Description QTY UNIT PRICE Line Total Discount AW-ICU4-RF-01 RFC-2500 ICU with WAF SUPPORT (without WAF Unit), 1 USD 10,786.10 USD 10,786.10 7.5% RFC2500 ICU - WAF, 4 No Option (up to 49 units) price per unit Unleaded Islands AW-ICU8-RF-01 RFC-2500 ICU with WAF SUPPORT (without WAF Unit), 3 USD 11,192.01 USD 33,576.03 7.5% RFC2500 ICU - WAF, 8 No Option (up to 49 units) price per unit Diesel Islands AW-ICU2-RF-01 RFC-2500 ICU with WAF SUPPORT (without WAF Unit), 1 USD 8,596.24 USD 8,596.24 7.5% RFC1500 ICU - WAF, 2 Hose No Option (up to 49 units) price per unit (Propane Island) 1350-FEON-H1NC- 2 hose ICU HID reader no pedestal no WAF support (up to 1 USD 3,264.76 USD 3,264.76 7.5% NDNX 49 units) price per unit (ICU 1350 Car Wash 1) 2500-PED-ADAPT Wide Base Pedestal with EJ Ward Adapter 4 USD 2,038.81 USD 8,155.24 11% (Fuel Island and Diesel Islands) 1350-STND-01 FuelFocus RFC1350 Pedestal 1 USD 670.71 USD 670.11 11% Car Wash 1 & 2 G7L-2A-TJ-CB- Omron DPST-NO Relay with Base 22 USD 35.73 USD 786.06 11% 120/P7LF06 (1 per hose/wash) RID-DMR-07-SET Nozzle Transponder - Dual Mode FJ3 and 918MHZ 21 USD 358.22 USD 7,522.62 11% (1 Per Nozzle) AW-FJ3-WAF-01 FJ3 WAF Box Hi Power w/ mast (up to 49 units) price per 3 USD 1,169.68 USD 3,509.04 7.5% unit Secure Fueling Antenna - Fuel and Diesel Islands AW-HID-01 ICU & Front Panel Options, HID Option (up to 49 units) 5 USD 361.49 USD 1,807.45 7.5% price per unit (Fuel and Diesel Islands) SOLA120 SOLA HD Active Tracking Filter and Surge Suppression 6 USD 292.54 USD 1,755.24 11% (One per ICU) (Not in DIR Yet- ICU - WiFi Card + Mini antenna - 4 USD 1,105.38 USD 4,421.52 7.5% Being added) (Fuel and Diesel Locations) Estimated Shipping 6 USD 325.00 USD 1,950.00 North Service Center - Fuel Total:j USD 86,801.01 Hardware - Mobile Fuel Trucks Part # Description QTY UNIT PRICE Line Total Discount AW-MFC-01 RFC-2500 WAF Mobile Refueler (up to 49 units) price per unit (MFC for Mobile Fuel Truck) 3 USD 13,555.76 USD 40,667.28 7.5% AW-HID-01 ICU & Front Panel Options, HID Option (up to 49 units) price per unit (Mobile Fuel Truck) 3 USD 361.49 USD 1,084.47 7.5% N/A Fuel Shipping 1 3 USD 300.00 USD 900.00 Hardware - Mobile Fuel Trucks Total: USD 42,651.75 Page 4 of 9 Professional Services - Fuel Only QYT UNIT PRICE TotalDescription Line PS-1 Remote Fuel Project Management Services 36 USD 235.76 USD 8,487.36 2.50% PS-2 Remote Project Kickoff, Orientation, & Technical 4 USD 216.11 USD 864.44 2.50% Readiness Meeting PS-2 Remote FA/FuelFocus Webservice Software Installation 2 USD 216.11 USD 432.22 2.50% Services PS-5 Remote FuelFocus Prompt Configuration Services 8 USD 216.11 USD 1,728.88 2.50% PS-5 Remote FuelFocus/FA System Setup Services 36 USD 216.11 USD 7,779.96 2.50% PS-5 Professional Services Contractor Onsite Site Readiness 57 USD 216.11 USD 12,318.27 2.50% and Hardware Installation Services (Includes Travel Cost) - Southside Service Center PS-5 Professional Services Contractor Onsite Site Readiness 36 USD 216.11 USD 7,779.96 2.50% and Hardware Installation Services (Includes Travel Cost) - Southeast Service Center PS-5 Professional Services Contractor Onsite Site Readiness 186 USD 216.11 USD 40,196.46 2.50% and Hardware Installation Services (Includes Travel Cost) - James Ave Service Center PS-5 Professional Services Contractor Onsite Site Readiness 198 USD 216.11 USD 42,789.78 2.50% and Hardware Installation Services (Includes Travel Cost) - North Service Center PS-5 Professional Services Contractor Onsite Site Readiness 46 USD 216.11 USD 9,941.06 2.50% and Hardware Installation Services (Includes Travel Cost) - Brennan Service Center PS-5 FuelFocus ICU Site Startup Support Services (1 Trip; 3 74 USD 216.11 USD 15,992.14 2.50% Days Onsite) PS-5 Remote FuelFocus ICU Training Services 8 USD 216.11 USD 1,728.88 2.50% PS-5 Remote Go Live Support Services 16 USD 216.11 USD 3,457.76 2.50% PS-5 Remote Post Go Live Services 8 USD 216.11 USD 1,728.88 2.50% N/A Estimated Travel Services Billed as Incurred (1 Trip) 1 USD 3,125.00 USD 3,125.00 Professional Services - Fuel Only Total: USD 158,351.05 Professional Services - Mobile Fuel Trucks only . - Part # Description QTY UNIT PRICE Line Total Discount PS-1 Project Management Services 22 USD 235.76 USD 5,186.72 2.50°/a PS-2 Onsite Hardware Installation Services (2 ICUs; 1 Trip) 45 USD 216.11 USD 9,724.95 2.50% PS-5 FuelFocus ICU Site Startup Services 21 USD 216.11 USD 4,538.31 2.50% PS-5 Fuel Subcontractor - Fuel Truck Readiness and Install of MFC- Stovall 146 USD 216.11 USD 31,352.06 2.50% PS-5 FuelFocus Prompt Configuration Services 9 USD 216.11 USD 1,944.99 2.50% PS-5 System Setup Services 12 USD 216.11 USD 2,593.32 2.50% PS-5 FuelFocus ICU Training Services 9 USD 216.11 USD 1,944.99 2.50% Estimated Travel Costs (1 Trip) USD 3,125.00 USD 3,125.00 Professional Services - Fuel Only Total: USD 60,610.34 Page 5 of 9 Secure Fueling Services - One Time Fee Description CITY UNIT PRICE Line Total PS-5 AW GPS Professional Services — On -site for support of 16 GO live for AW GPS & Secure Fueling (2 days) USD 216.11 USD 3,457.76 2.5% Secure Fueling Services - One Time Fee Total: USD 3,457.76 Fuel site Breakdown - FuelFocus ICU licenses are 1 license per ICU / MFC - Tank Monitor License are 1 per location - Shipping estimates are based on a Per ICU / MFC Basis Southside Service Center - Fuel/Carwash/Propane - ICUs Total= 3 - ICU license Total = 3 - Tank Monitor license total = 1 James Avenue Service Center — Fuel/Carwash - ICUs Total= 5 - ICU license Total = 5 - Tank Monitor license total = 1 Southeast Service Center — Fuel/Propane - ICUs Total= 2 - ICU license Total = 2 - Tank Monitor license total = 1 Brennan Service Center - Fuel - ICUs Total= 2 - ICU license Total = 2 - Tank Monitor license total = 1 North Service Center — Fuel/Carwash - ICUs Total= 6 - ICU license Total = 6 - Tank Monitor license total = 1 Mobile Fuel Trucks (MFC) - MFCs Total = 3 - MFC license total = 3 - Tank Monitor license total = 0 (NA) TOTAL ICUs = 18 TOTAL MFCs = 3 TOTAL LICENSES (ICU & MFC) = 21 TOTAL LICENSES (Tank Monitor) = 5 Grand Total: USD 563,688.49 Page 6 of 9 Customer's ICU FMS Site Readiness Requirements The following represents a checklist of items that need to be performed in order for the customer to be considered Fuel Management System Ready, or "FMS Ready." AssetWorks assumes all FuelFocus Island Controller Unit ("ICU") sites will be FMS Ready before the onsite arrival of any AssetWorks personnel. "FMS Ready" means that all items outlined below, where applicable, have been configured by the customer. Regardless of whether a Statement of Work includes an AssetWorks subcontractor who is contracted to do the removal of prior Fuel equipment, the following Fuel Site Readiness Requirements apply to all customers. This document outlines the responsibilities that all customers must complete before AssetWorks begins onsite hardware installation of FuelFocus ICU(s). • Failure to comply with these requirements will lead to delays in the projected deployment date. AssetWorks will not be held responsible should the customer fail to meet the FMS Ready requirements below. Additional charges may be incurred for lack of completion. • The customer should share this document with its electricians to ensure all prerequisite requirements have been completed. When the following requirements have been prepared, the customer will contact AssetWorks to schedule a date to complete final terminations. • All conduit and wiring requirements below describe what is required for FMS System controller only. AssetWorks assumes the station(s) and dispenser(s) have already been wired. Core Software Requirements • The customer will be on a supported version of AssetWorks' proprietary software products and the minimum version required for any new modules or products purchased. • The customer will be required to upgrade to utilize new features and/or fixes available to facilitate project success. Software and/or hardware upgrade services for on -premises customers are not included, unless otherwise noted on the Order Form. Pedestal Mounting Requirements • The customer will be responsible for mounting the fuel management system pedestal(s) and fastening the pedestal(s) to concrete using appropriate concrete anchors. • Pedestal will not be within 18 inches of a gasoline dispenser and within 5 feet of a CNG dispenser. • The customer will attempt to aim the final location of the ICU display out of constant direct sunlight. • The customer is responsible for ADA Compliance, which requires pedestal(s) to be mounted at user -level and not mounted on a raised fuel island. Pedestal Conduit Requirements • The customer will run conduit from the master dispenser(s) to the pedestal(s), as needed. • The customer will arrange the conduit under the pedestal(s) to fit within the following pedestal dimensions: • Regular base pedestal dimensions: 10.5" x 11.5" • Wide -base pedestal adapter dimensions: the base internal dimensions are 12" X 27" and taper upward to 10.5" x 11.5" FMS Controller Electrical, Conduit, and Wiring Requirements • AssetWorks requires dedicated power from a circuit breaker panel to each FMS Controller. The power for each controller can be pulled off 1 circuit breaker. • The customer's electrician will pull cables within the indicated conduit, leaving at least 3 extra feet above the top of the pedestal(s)—as much as possible —to fit in the electrical junction box within the dispensers. • The customer will provide 3, 14AWG minimum, THHN gas/oil resistant wires for power, neutral, and ground to each FMS Controller from the breaker panel. The customer will terminate the wiring at the panel, wire nut FMS System ends, and mark the breaker. The customer will then lock the breaker in the off position. Network Conduit and Wiring Requirements • AssetWorks requires a dedicated conduit back to the building from each FMS Controller for communication wiring, unless Wi-Fi connectivity will be used. • The customer will pull whatever cable is appropriate based on the customer's demands and location parameters to ensure a reliable TCP/IP ethernet connectivity to each ICU. This may be a CAT5 cable, fiber optics, or Wi-Fi connectivity. Optional Tank Monitoring System Wiring Requirements • If the TLS interface option is chosen, there are 2 methods of connecting the Veeder Root console to Fuel Focus. The customer will be responsible for procurement, installation, configuration, and programming of either method: • The first method is via an RS232 serial card. The customer will be responsible for installing a card in the Veeder Root. While this is a less expensive option, the effective communication distance of RS232 cannot exceed 50 feet between the Veeder Root and FuelFocus controller. If RS232 is used, a 4 conductor shielded cable must be installed between the two in its own conduit or the ICU network conduit. • The second method is via TCP/IP. The customer will be responsible for installing an ethernet card in the Veeder Root and running a CAT5 network connection to the customer's network for the Veeder Root. This too should be run in its own conduit or in the ICU network conduit. Dispenser Conduit and Wiring Requirements • AssetWorks requires 1 conduit from the pedestal to be terminated in the dispenser AC electrical junction box. Page 7 of 9 • For 1-hose pump/dispensers: The customer will pull 4, 14AWG minimum, THHN gas/oil resistant wires to each pump/dispenser electrical junction box for control wiring. One of these wires should be white to indicate neutral. Dispenser must be able to have authorized wires always wired hot when using WAF technology, and solenoid valve will be used for system control. • For 2-hose pump/dispensers: The customer will pull 8, 14AWG minimum, THHN gas/oil resistant wires to each pump/dispenser electrical junction box for control wiring. One of these wires should be white to indicate neutral. Dispenser must be able to have authorized wires always wired hot when using WAF technology, and solenoid valve will be used for system control. • AssetWorks requires either: • A second conduit from the pedestal to the pulser junction box in the dispenser, or • The pulser junction box in the dispenser piped through the AC electrical junction box in the dispenser. • The customer will pull a 4 conductor 22AWG minimum shielded cable to the dispenser for pulser communication. Please consult with an AssetWorks technician if these distances exceed three hundred (300) feet. • If absolutely necessary, the shielded DC pulse wire can be run in the AC conduit. The shielded wire must be bonded to ground at one end of the conduit only, and the other end must be capped. AssetWorks Professional Services Standard Terms • AssetWorks will assign a Project Manager (PM) 4-6 weeks after a fully executed and processed order. The PM will engage the customer to kick off the project and begin scheduling services. The delivery schedule of the project will be set during the project planning phase. • All services will be performed remotely using web teleconferencing, unless otherwise noted. • Training will be delivered as "train the trainer" for system administrators; end user training is not included unless otherwise noted. The max class size is ten (10) participants. • Where applicable, standard training materials will be utilized; scope does not include customized training materials unless otherwise noted. • Current supported version of FleetFocus/AssetWorks EAM is required and adheres to the minimum versions as referred to in AssetWorks Product Documentation. • Customer may be required to upgrade if new features and/or fixes are available and considered necessary for project success; upgrade services are not included, unless otherwise noted. • Customer will make appropriate technical resources available to AssetWorks' consultants and provide necessary and appropriate personnel at meetings to define project requirements. • Customer will appoint a single point of contact for project duration that will have project management responsibilities and decision -making authority. This person will be the focal point of contact for the AssetWorks' Professional Services and Customer Care teams. • Customer will be responsible for working with AssetWorks' Professional Services to move any changes into a production environment. • If included, travel expenses will be reimbursed as incurred, unless otherwise noted. Expenses include actual costs for lodging, air, ground travel and per diem rates for meal expenses (corporate rate/government agreement). • In the event the customer schedules onsite services and two calendar weeks prior to the arrival date, and due to circumstances within the customer's control, AssetWorks' scheduled personnel are unable to perform such services, AssetWorks will be entitled to payment for each such scheduled personnel based on an eight - hour minimum day. • Any features, specifications, tasks, services, or requirements not detailed in this SOW/quote are explicitly excluded. If additional scope is added or required, a change order will be requested of the customer. • Invoices are due on existing contract terms. • Any professional services delivered as Time & Materials (if applicable) will be invoiced at the beginning of each month following their delivery. Professional services delivered on a Fixed Fee basis will be invoiced according to the milestone schedule outlined above (if applicable). • All costs are quoted in USD and do not include applicable taxes. • All software licenses and first -year maintenance and/or subscription fees will be invoiced upon contract execution. • Annual maintenance for quoted custom deliverable(s) is billed upon delivery of the item(s) as defined the scope. If this order is abandoned, paused, or cancelled by the customer for any reason mid -effort, the customer will be billed for all AssetWorks time incurred at the current contracted labor rate. Page 8 of 9 In the event Customer's business practices require that Customer issue a purchase order number prior to payment of any AssetWorks invoices issued under this Agreement, then such purchase order number must be entered below. Customer's execution of the Order Form without designating a purchase order number shall be deemed Customer's acknowledgement that no purchase order number is required for payment of invoices hereunder. Purchase order Number: PO will be issued after execution of Agreement Accepted by Customer: Accepted by AssetWorks: Signature: Dianna Giordano (Jun 26, 2026 14..11 43 CDT) Signature: Name (Print): Dianna Giordano Name (Print): Greg Richards Title: Assistant City Manager Title: Date: 06/26/2026 General Manager Date: June 16, 2026 Please sign and email to Christopher Bassett at chris.bassett@assetworks.com. Page 9 of 9 EXHIBIT F AssetWorks Quote No. Q-14234-4 (ATTACHED) Cooperative Purchase Agreement — Exhibit F Page 15 of 21 AssetWORKS ORDER FORM AssetWorks Inc. 1001 Old Cassatt Road Suite 204 Berwyn, PA 19312 Ship To Brad Hunter City of Fort Worth 100 Ft. Worth Trail Fort Worth, Texas 76102 Order #: Q-14234-4 Date: 4/13/2026 Expires: 7/10/2026 Bill To City of Fort Worth Assistant Superintendent 100 Ft. Worth Trail Fort Worth, Texas 76102 This pricing is pursuant to AssetWorks Contract Number DIR-CPO-5693 between AssetWorks and the above - named customer. Secure Fueling / GPS Hardware Part # 79V-002 Description ME79 GPS/AVL Hardware Device CITY 1,692 UNIT PRICE INCL Line Total INCL 7-J1939-210-SF ME79 Cable with J1939 (9-Pin), 2 10 Leads and Secure Fueling (heavy duty vehicles — 6-pin available as well) TBD INCL INCL 7-OBD-210-SF ME79 Cable with OBDII (16-Pin), 2 10 Leads and Secure Fueling (light/medium duty vehicles) TBD INCL INCL RID-EM-04-02 Secure Fueling Cable Assembly 1,692 INCL INCL FIA-GENERIC-FD Fuel Inlet Antenna 1,692 INCL INCL 6-MSC-DELIVERY-00 Hardware delivery TBD I TBD As incurred Hardware Total: INCL. + Delivery fees AssetWorks GPS Bundle Discount included AW-GPS-SAAS (includes Hardware and Monthly 1692 USD 19.95 in Tiered Pricing USD 16.95 USD 28,679.40 USD 344,152.80 Subscription) - Qu ntity 2,500+ 15% AssetWorks GPS Secure Discount included AW-SF-FIA Fueling Add -On Bundle 1692 USD 5-85 in Tiered Pricing USD 5.85 USD 9,89820 USD 118,778-40 Oh 310 Telematics Module 1 1692 1 10% Module 1 100% 1 INCL i INCL i INCL SaaS Total:l USD 462,931.20 Grand Total Year 1 SaaS Fees: USD 462,931.20 Page 1 of 2 Options Notes & Assumptions • Prices for GPS components are in USD dollars and valid for 90 days. All applicable shipping, sales/use taxes are additional and payment of such is the sole responsibility of the purchaser. • Unless quoted herein, installation is responsibility of customer or can be quoted by AssetWorks upon request. • SaaS subscription will be billed monthly for active devices. Devices will be considered active upon installation or 60 days from shipping, whichever occurs first, due net 30. • Equipment will be provided in multiple shipments as per written customer requests. Each shipment request will require details on quantity and type of devices & mix of installation cables required (OBDII, 9-pin or 3-wire) • Early termination fees for any bundled plan will apply where "months of service" refers to # of months of paid SaaS service per individual GPS or Dashcam device: • GPS - less than 12 months of service, early termination fee = $175, less than 24 months = $125, less than 36 months = $75 • Asset Trackers - less than 12 months of service, early termination fee = $125, less than 24 months = $85, less than 36 months = $45 • AssetWorks GPS Bundles include a standard OBDII, 9-pin, 6-pin, or 3-wire installation harness. Any specialty harness will be quoted upon provision of a detailed asset list with Make/Model/YearNIN. • Hardware fees will be billed at time of shipment due net 30. In the event Customer's business practices require that Customer issue a purchase order number prior to payment of any AssetWorks invoices issued under this Agreement, then such purchase order number must be entered below. Customer's execution of the Order Form without designating a purchase order number shall be deemed Customer's acknowledgement that no purchase order number is required for payment of invoices hereunder. Purchase Order Number: PO will be issued after execution of Agreement Accepted by Customer: Signature: AANW — Signature: Dianna Giordano (Jun 26. 202614. 11 43 CDT) Name (Print): Dianna Giordano Name (Print) Title: Assistant City Manager Title: Date: 06/26/2026 Date: Accepted by AssetWorks: 4 Greg Richards General Manager June 16, 2026 Please sign and email to Mike Koebel at mike.koebel@assetworks.com. THANK YOU FOR YOUR BUSINESS! Page 2 of 2 EXHIBIT G Conflict of Interest Questionnaire (ATTACHED) Cooperative Purchase Agreement — Exhibit G Page 16 of 21 CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. .1J Name of vendor who has a business relationship with local governmental entity. 2 ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information is being disclosed. Name of Officer 4j Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? Yes F x-1 No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? Yes F x-1 No -2.1 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. 6 ❑ Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). 7 '.tit/ June 16, 2026 Signature of vendor doing business with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code § 176.003(a)(2)(A) and (B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021 EXHIBIT H Network Access Agreement This Network Access Agreement ("Access Agreement") is made and entered into by and between the City of Fort Worth ("City,") a Texas home rule municipality, and AssetWorks Inc. ("Vendor,") a Delaware corporation. 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Vendor wishes to access the City's Network in order to provide services as described in the Vendor Services Agreement. In order to provide the necessary support, Vendor needs access to various City systems as it pertains to the services agreed upon in the aforementioned Agreement. 2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the City's Network for the sole purpose of providing provided services as described in the Vendor Services Agreement. Such access is granted subject to the terms and conditions forth in this Access Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Access Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Vendor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Vendor. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then, this Access Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. Otherwise, access rights will automatically expire one (1) year from the date of this Access Agreement ("Expiration Date"). ❑ Services are being provided in accordance with City Secretary Contract No. ("Agreement") ❑ Services are being provided in accordance with City of Fort Worth PeopleSoft Contract No. . ("PSK #") ® Services are being provided in accordance with the Vendor Services Agreement to which this Access Agreement is attached. ("Agreement") ❑ Services are being provided without a City Secretary Contract at no cost to the City ❑ No services are being provided pursuant to this Access Agreement 4. Renewal. This Access Agreement shall renew in accordance with the term of the Contract or PSK #. If there is no Contract or PSK #, this Access Agreement may be renewed annually by City, in its sole discretion, at the end of the Expiration Date and each renewal term thereafter. Notwithstanding the scheduled contract expiration or the status of completion of services, Cooperative Purchase Agreement — Exhibit H Page 17 of 21 Vendor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Access Agreement. 5. Network Restrictions. Vendor officers, agents, servants, employees or representatives may not share the City -assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives its authorization to the City to monitor Vendor's use of the City's Network in order to ensure Vendor's compliance with this Access Agreement. A breach by Vendor, its officers, agents, servants, employees or representatives, of this Access Agreement and any other written instructions or guidelines that the City provides to Vendor pursuant to this Access Agreement shall be grounds for the City immediately to deny Vendor access to the Network and Vendor's Data, terminate the Access Agreement, and pursue any other remedies that the City may have under this Access Agreement or at law or in equity. 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Access Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Access Agreement, Vendor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Vendor, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security. Vendor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Vendor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Vendor -owned equipment that contains City - provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City -provided Network credentials, and unauthorized use or sharing of Network credentials. 8. LIABILITY AND INDEMNIFICATION. TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFICERS, AGENTS, SERVENTS AND/OR EMPLOYEES, VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS ACCESS AGREEMENT BY VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT VENDOR MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO VENDOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS ACCESS AGREEMENT BY VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, VENDORSHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT Cooperative Purchase Agreement — Exhibit H Page 18 of 21 ACTS) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. VENDOR, AT VENDOR 'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED AND LIMITED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY THE TXDIR TERMS, BUT SHALL IN NO EVENT BE LESS THAN TWO (2) TIMES THE TOTAL VALUE OF THE PURCHASE ORDER RELATED TO THE PRODUCT OR SERVICE WHICH IS THE SUBJECT OF THE BREACH. THIS LIMITATION SHALL NOT APPLY TO CLAIMS OR LOSES FOR INDEMNIFICATION OBLIGATIONS, INTELLECTUAL PROPERTY INFRINGEMENT, BODILY INJURY, CONFIDENTIALITY/DATA VIOLATIONS, LEGAL VIOLATIONS, OR RELATED PENALTIES FOR SUCH CLAIMS, WHICH SHALL BE LIMITED TO THREE (3) TIMES THE TOTAL VALUE OF THE PURCHASE ORDER RELATED TO THE PRODUCT OR SERVICE WHICH IS THE SUBJECT OF THE BREACH. 9. Confidential Information. Vendor, for itself and its officers, agents, employees, and representatives, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Vendor further agrees that it shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify the City as soon as is commercially practical, but in no event less then seventy-two (72) hours, if the security or integrity of any City information has been compromised or is believed to have been compromised. 10. Right to Audit. Vendor agrees that the City shall, during the initial term, any renewal terms, and until the expiration of three (3) years after termination or expiration of this contract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of the Vendor involving transactions relating to this Access Agreement. Vendor agrees that the City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Vendor reasonable advance notice of intended audits. Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, during the initial term, any renewal terms, and until expiration of three (3) years after termination or expiration of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. This audit right excludes access or review of any not reasonably necessary to verify charges to the City. Cooperative Purchase Agreement — Exhibit H Page 19 of 21 11. Agreement Cumulative. This Access Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by Vendor. This Access Agreement and any other documents incorporated herein by reference constitute the entire understanding and Access Agreement between the City and Vendor as to the matters contained herein regarding Vendor's access to and use of the City's Network. 12. Amendments. The terms of this Access Agreement shall not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Vendor. 13. Assignment. Vendor may not assign or in any way transfer any of its interest in this Access Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and void. 14. Severability. If any provision of this Access Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 15. Force Majeure. Each party shall exercise its best efforts to meet its respective duties and obligations as set forth in this Access Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 16. Governing Law / Venue. This Access Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Access Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 17. Signature Authority. By affixing a signature below, the person signing this Access Agreement hereby warrants that he/she has the legal authority to bind the respective party to the terms and conditions in this Access Agreement and to execute this Access Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other parry is fully entitled to rely on this warranty and representation in entering into this Access Agreement. [Signature Page Follows] Cooperative Purchase Agreement — Exhibit H Page 20 of 21 [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: Auywllw— By: Dianna Giordano (Jun 26, 2026 14:11:43 CDT) Name: Dianna Giordano Title: Assistant City Manager Date: 06/26/2026 AssetWorks Inc. oo By: 117 Name: Greg Richards Title: General Manager Date: June 16, 2026 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: /� ��_ Name: Kevin Gunn Title: Director, IT Solutions Approved as to Form and Legality: rA a By: Candace agliara (Jun 18, 2026 20:13:42 CDT) Name: Candace Pagliara Title: Sr. Assistant City Attorney Contract Authorization: M&C: 26-0402 Approval Date: 05/12/2026 Form 1295: 2026-1447753 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Steven V�n 17, 2026 10:47:50 CDT) Name: Steven Vandever Title: Sr. IT Solutions Manager City Secretary: By: Ka66.11" �'.uce2d Name: Jannette Goodall Title: City Secretary Cooperative Purchase Agreement — Exhibit H Page 21 of 21 ACITY COUNCIL AGEND Create New From This M&C DATE: 5/12/2026 REFERENCE **M&C 26- LOG NAME: NO.: 0402 CODE: C TYPE: CONSENT PUBLIC HEARING: Official site of the City of Fort Worth, Texas FoR� H 04NEW AGREEMENT FOR AVL, FLEETAND FUEL MANAGMENT NO SUBJECT. (ALL) Authorize Execution of an Agreement with AssetWorks, Inc Using a Cooperative Contract for Purchase of a Fleet and Fuel Management System in an Annual Amount Up to $1,748,660.00 with Four One -Year Renewal Options in the Same Amount for the Property Management and Information Technology Solutions Departments RECOMMENDATION: It is recommended that the City Council authorize execution of an agreement with AssetWorks, Inc. using Texas Department of Information Resources Contract No. DIR-CPO-5693 for the purchase of a Fleet and Fuel Management System in an annual amount up to $1,748,660.00 with four (4) one-year renewal options in the same amount for the Property Management and Information Technology Solutions departments. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to authorize execution of an agreement with AssetWorks, Inc using a cooperative contract for purchase of a Fleet and Fuel Management System in an annual amount up to $1,748,660.00 with four one-year renewal options in the same amount for the Property Management (PMD) and Information Technology Solutions (ITS) Departments. On September 26, 2006, M&C 21-0049 authorized the execution of an agreement with CCG Systems International, Inc. using the City of Hurst Contract No. 05.020 for the purchase and annual support of a new, on -premise (on-prem) Fleet Management System in an initial amount of $271,790.00 with four (4) one-year renewal options in an amount up to $43,040.00, with a 3\% annual increase. On September 12, 2017, M&C P-12098 authorized the execution of a sole source agreement with CCG Systems, Inc., dba FASTER Asset Solutions to upgrade the City's on-prem Fleet Management System to a web -based solution in an initial amount of $217,800.00 with two (2) one-year renewal options. On March 4, 2019, the City executed City Secretary Contract (CSC) No. 52006 with CCG Systems, Inc., dba FASTER Asset Solutions for annual software upgrades and support in an initial amount of $39,196.00 for an eight -month term, with a 3\% annual increase for annual support thereafter. On March 23, 2021, M&C 21-0049 authorized the execution of CSC No. 55515 in response to Request for Proposals (RFP) No. 21-0049. CSC No. 55515 was executed with EnVue Telematics, LLC for an initial term of three (3) years with a one (1) two-year renewal option, with an annual not to exceed amount of $700,000.00. RFP 21-0049 was issued for a comprehensive vehicle tracking solution that includes Automatic Vehicle Locator (AVL) and driver performance monitoring. CSC No. 55515 expired March 22, 2026 with no active replacement or extension. On August 8, 2023, M&C 23-0618 authorized the execution of CSC No. 59957 in response to Invitation to Bid (ITB) 23-0067. CSC No. 59957 was executed with Stovall Commercial Contractors, LLC. for an initial term of one-year, with four (4) one-year renewal options, with an annual amount up to $437,500.00, as amended. ITB 23-0067 was issued for Fuel System Maintenance on an as - needed basis with services to include installation, start-up, calibration, troubleshooting, repair and/or replacement of fuel tank equipment, and tank monitoring/management software/hardware systems. The PMD Fleet Division approached ITS for support in the execution of a cooperative agreement with AssetWorks, Inc. to replace the three systems currently used by PMD with a single, comprehensive solution. AssetWorks provides a customizable platform that integrates Fleet Management, Fuel Management, AVL, and driver performance monitoring into one centralized system. Approval of this M&C will allow for the initial purchase and implementation of three AssetWorks solutions — FleetFocus, FuelFocus and the AssetWorks GPS Bundle to replace the GPS tracking previously provided by EnVue Telematics through CSC No. 55515. Funding is budgeted in the Fleet Capital Projects Fund within the AssetWorks Implementation project and in the Fleet Srvc Outside Rep & Maint account in the Fleet & Equipment Service Fund for the PMD and ITS Department. SMALL BUSINESS: A Small Business goal is not assigned to this contract because a waiver has been approved by the Information Technology Solutions department's Assistant City Manager, in accordance with the City's Small Business Ordinance. COOPERATIVE PURCHASE: State law provides that a local government purchasing an item under a cooperative purchase agreement satisfies State laws requiring that the local government seek competitive bids for purchase of the item. Cooperative contracts have been competitively bid to increase and simplify the purchasing power of local government entities across the State of Texas. SUCCESSOR CONTRACTS: The City will initially use this cooperative agreement to make purchases authorized by this M&C. In the event the cooperative agreement is not renewed, staff would cease purchasing at the end of the last purchase agreement coinciding with a valid cooperative contract. If the City Council were to not appropriate funds for a future year, staff would stop making purchases when the last appropriation expires, regardless of whether the then -current purchase agreement has expired. If the cooperative agreement is extended, this M&C authorizes the City to purchase similar products under the extended contract. In the event a cooperative agreement is not extended, but vendor and cooperative purchasing agency execute new cooperative agreement(s) with substantially similar terms, this M&C authorizes the City to purchase the products under the new contract(s). If this occurs, in no event will the City continue to purchase goods and services under the new agreements past 2027 without seeking Council approval. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERM: Upon City Council's approval, this agreement will be executed upon signature by the Assistant City Manager and expire on June 12, 2027, in accordance with the underlying cooperative agreements with zero options to renew. RENEWAL OPTIONS: Upon approval by City management, the agreement may be renewed for four (4) one-year renewal terms in accordance with the underlying cooperative agreement, at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal period. If City management does not approve continued use of a cooperative agreement, staff would stop making purchases upon expiration of the last authorized agreement term. This agreement serves ALL COUNCIL DISTRICTS. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current capital and operating budgets, as previously appropriated, in the Fleet Capital Projects Fund for the AssetWorks Implementation project and in the Fleet & Equipment Sery Fund to support the approval of the above recommendation and execution of the agreement. Prior to any expenditure being incurred, the Property Management and Information Technology Services Departments have the responsibility to validate the availability of funds. TO Fund Department Account Project Program Activity Budget ID I ID Year Reference # Amount (Chartfield 2) FROM f Fund Department Account Project Program Activity Budget Reference # Amount ID ID I Year I (Chartfield 2) Submitted for City Manager's Office by. Originating Department Head: Additional Information Contact: ATTACHMENTS Dianna Giordano (7783) Valerie Washington (6192) Kevin Gunn (2015) Marilyn Marvin (7708) Mark DeBoer (8598) Eliana Guevara (5199) FID TABLE-AssetWorks Fleet and Fuel Management Request.xlsx (CFW Internal) Form 1295 Certificate No. 2026-1447753.pdf (CFW Internal) Fund Availability - Fleet and Fuel Management Agreement.pdf (CFW Internal) FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: AssetWorks Inc. Subject of the Agreement: Cooperative Purchase Agreement with AssetWorks Inc. for the purchase of Fleet and Fuel Management System and the AssetWorks GPS Bundle for use by the Property Management Department's Fleet Division M&C Approved by the Council? * Yes 8 No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 8 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 8 If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 8 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: If different from the approval date. Expiration Date: June 12, 2027 If applicable. Is a 1295 Form required? * Yes ❑ No 8 *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. 106805 *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 8 No ❑ Contracts need to be routed for CSO processing in the following order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.