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HomeMy WebLinkAbout496733 FASTER ASSET SOLUTIONS - CONTRACT - RFP - 7252 FLEET MANAGEMENT SOFTWARESOFTWARE LICENSE AGREEMENT This Software License Agreement ("Agreement") is entered in to between THE CITY OF FORT COLLINS, COLORADO, a municipal corporation ("City") and CCG Systems dba FASTER Asset Solutions, hereinafter ("Company"), and shall be effective on January 1, 2012. Definitions a. Software. The term "Software" shall mean the computer program in object code and source code and the user manuals described in Exhibit 'A," Statement of Work. The term "Software" includes any corrections, bug fixes, enhancements, updates or other modifications, including custom modifications, to such computer program and user manuals. b. Certificate of Installation. The term "Certificate of Installation" shall mean a written notice, signed by Company and acknowledged by the City, certifying that the Software has been installed, that the Software substantially complies with the specifications set forth in Exhibit "A," that the software has been fully configured and that the master records ("rules') for the operation of the program have been established and that the training of City employees is complete. 2. License a. Grant of License. Company grants City, pursuant to the terms and conditions of this Agreement, a perpetual, nonexclusive, nontransferable license to use the Software. b. Authorized Equipment and Site. City shall use the Software on computers used for City business. C. Restrictions on Use. City agrees to use the Software only for City's business, including any collaborative services with other governmental entities, provided appropriate licensing fees have been paid to the Company. d. Copies. City may make archival copies of the Software's computer program, provided that the copies shall include Company's copyright and any other proprietary notices. e. Modifications, Reverse Engineering. City agrees that only Company shall have the right to alter, maintain, enhance or otherwise modify the Software. City shall not disassemble, decompile or reverse engineer the Software's computer program. f. User Manuals. Company shall provide City with a minimum of three paper copies and one CD copy of the user manuals,, and the manuals shall be updated with each new release of the Software. . // g. Personnel. Company personnel working with the City shall be acceptable to the City. Support agreement with FASTER Asset Solutions is renewed annually. Support services are calculated at 20% of the total software cost (full non -discounted price) any fuel imports, add-ons, and/or customizations. Support includes one FASTER Win environment and a short-term (45-day) test environment that can be used to test future upgrades. After initial renewal year support costs will increase at 2% annually. Year 1 Due 1 Year from Software Go Live $18,210 Year 2 (initial renewal year) $18,574 Year 3 (includes 2% increase) $18,946 Year 4 (includes 2% increase) $19,325 Year 5 (includes 2% increase) $19,711 Year 6 (includes 2% increase) $20,105 10 EXHIBIT B: Software Maintenance Agreement This Software Maintenance Agreement ("Agreement") is entered into between the CITY OF FORT COLLINS, COLORADO, a municipal corporation , hereinafter "City" and CCG Systems dba FASTER Asset Solutions, hereinafter "Company", and'shall be effective on the date of the City's acceptance of the software described below. Scope of Agreement. a. General. Company agrees to provide City standard maintenance, on -site support, and training services for the computer programs and user manuals listed below (collectively "Software') and regular upgrades including enhancements and user manuals. b. Software. This agreement covers the software described in Exhibit "A" of the Software License Agreement between the City and Company dated January 1, 2012. C. User Manuals. When this agreement refers to "User Manuals," it shall include any user manuals which are designed for the software and any user manuals listed in Exhibit "A" and all manuals provided to users for the software listed above. At least three (3) user manuals shall be provided in paper format and one (1) in CD format. The user manuals shall be updated with each new release of the software. 2. Term This Agreement shall be effective for one year from the effective date, and may be shall automatically renew for up to four additional one year periods unless sooner terminated as provided herein. Such renewals shall be subject to sufficient funds being appropriated annually by the Fort Collins City Council, which appropriations are in the Council's sole discretion. 3. Standard Maintenance Services Scope of Services. During the term of this Agreement, Company will provide City the following Standard Maintenance Services for the Software: a. Corrections of substantial defects in the Software so that the Software will operate as described in the user manuals listed above, as modified by the City's Specifications, set forth in Exhibit "A" of the Software License Agreement. b. Periodic updates of the Software that may incorporate (A) corrections of any substantial defects; (B) fixes of any bugs; (C) enhancements to the Software; and (D) upgrades to user manuals as sets out above. c. Telephone support, including dial -up support, between the hours of 7:00 a.m. to 7:00 p.m. Central Time, Monday through Friday, excluding City of Fort Collins holidays, to assist City in using the Software. d. In the event of emergencies, or systems failures caused by Company's software upgrades which occur outside of the designated support hours established by Section 3(c), telephone support, including dial -up support, twenty-four (24) hours per day, seven (7) days per week for the term of the Agreement. 4. 1 l] FASTER Software On -Site Support Upon mutual agreement between Company and the City and receipt of a written request from City, the Company will provide On -Site Support at a mutually agreed time. On -site support will be provided at an additional cost and billed separately from the annual support fee set forth in Exhibit "A". City agrees to pay Company's costs associated with the provision of on -site support, including charges for (i) Company's personnel; (ii) charges for travel, lodging and miscellaneous expenses (if personnel must travel more than 75 miles) in accordance with City guidelines for travel expenses; and (iii) applicable taxes. Training Upon receipt of a written request from City, Company will provide Training at a mutually agreed time at the offices of City, unless City agrees to receive the Training elsewhere. City agrees to pay Company all costs associated with this Training in accordance with costs reflected in Exhibit "A", including (i) charges for Company's personnel, which may include a surcharge for training conducted at City's location; (ii) charges for travel, lodging and miscellaneous (if personnel must travel more than 75 miles) in accordance with City guidelines for travel expenses; and (iii) applicable taxes. Maintenance Fee a. Warranty Period. Company will not charge City any Maintenance Fee for the Warranty Period, as defined in City's Software License Agreement for the Software. b. Amount of Fee. City agrees to pay Company an annual Maintenance Fee, the amount set forth in Exhibit "A", for Standard Maintenance Services provided by _ Company pursuant to this Agreement. The amount charged for these services shall not increase by more than two (2) percent from one year to the next, in the event of renewal. Payment Terms City agrees to pay Company by thirty (30) days after receipt by City of invoices for agreed upon fees. Obligations Of City a. City Contact. City shall notify Company of City's designated City Contact. To the maximum extent practicable, City's communications with Company will be through the City Contact. b. Installation. City agrees to install all corrections of substantial defects, minor bug fixes and updates, including any enhancements, for the Software in accordance with the instructions and in order of receipt from Company. C. Facility and Personnel Access. City agrees to grant Company reasonable access to City's facilities and personnel concerned with the operation of the Software to enable Company to provide services. 12 Jl 10. 11 12. 13. d. No Modification of Software. City agrees not to modify, enhance or otherwise alter the Software, unless and only to the extent such modification, enhancement or other alteration is specifically authorized in the user manuals identified in this Agreement or through the consent of Company. e. Error Documentation. Upon detection of any error in the Software, City, as requested by Company, agrees to provide Company a listing of output and any other data, including databases and backup systems, that Company reasonably may request in order to reproduce operating conditions similar to those present when the error occurred. Termination City shall have the right to terminate this Agreement at any time upon giving thirty (30) days notice to Company. Upon termination, City shall be entitled to a pro rata refund. Company shall have the right to terminate this Agreement and all services provided pursuant to this Agreement (i) upon termination of City's Software License Agreement by either party for any reason; and (ii) if City violates any provision of this Agreement and City fails to cure such violation within fifteen (15) days after receipt of written notice from Company. Indemnification Company shall indemnify and hold harmless City, its officers, agents and employees against and from any all actions, suits, claims, demands or liability of any character whatsoever arising out of, resulting from, or occurring in connection with the performance of any services hereunder. Insurance Company agrees to maintain workers' compensation and employer's liability insurance at the statutory limits. Company will also maintain a commercial general liability policy in the amount of $500,000 per occurrence; $1,000,000 aggregate, $1,000,000 products and completed operations aggregate Source Code The source code for all FASTER Fleet Management software is kept at the Company offices in Virginia Beach, VA. An escrow account may be established specifically for the City with the Company escrow agent. A setup fee and annual maintenance fee will be required for this escrow account. In the event that the Company is no longer able to support, enhance, and further market the FASTER Fleet Management software which is the subject of this Agreement, the Company will make available all source code to all customers who are active and up to date on their support service contract with the Company. Force Majeure Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises due to any act of God, 13 any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications; provided, however, that lack of funds.shall not be deemed to be a reason beyond a party's reasonable control. The parties will promptly inform and consult with each other as to any of the above causes, which in their judgment may or could be the cause of a delay in the performance of this Agreement. 14. Default Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 15. Remedies In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non - defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non -defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. 16. Notices All notices under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: COMPANY: FASTER Asset Solutions 2700 International Pkwy, Suite 300 Virginia Beach, VA 23452 CITY: City of Fort Collins, Purchasing P.O. Box 580 Fort Collins, CO 80522 With a Copy To: City of Fort Collins Operations Services 300 Laporte Avenue, Bldg "B" Fort Collins, CO 80521 17. General Provisions. a. Complete Agreement. This Agreement, its attachments, the City's Request for Proposal and the Company's Response to the Request for Proposal are the complete 14 and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral or written, between the parties relating to this Agreement. b. Order of Precedence. In the event of any conflict or inconsistency among documents related to this Agreement, said conflict or inconsistency shall be resolved by giving precedence to the later dated document. Unless otherwise agreed to by both parties, document precedence shall be as follows: (1) the Software License Agreement and its Exhibits; (2) the Request for Proposal; (3) the Company's response to the Request for Proposal. C. Amendment. This Agreement may not be modified, altered or amended except by written instrument duly executed by both parties, except that address for notice may be changed as provided in section 13. d. Waiver. The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement. e. Severability. If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute, court decision or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement shall be valid and enforceable to the maximum extent possible. f. Survival. All provisions of this agreement that by their nature would reasonably be expected to continue after the termination of this Agreement will survive the termination of this Agreement. g. Governing Law. This Agreement and performance hereunder shall be governed by the laws of the State of Colorado. Venue for any cause of action arising hereunder shall be in Larimer County, Colorado. h. Read and Understood. Each party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms. THE CITY -OF FORT COLLINS, COLORAPL(� By: \\\ \ James 'Neill II, CPPO, FNIGP Directo o Puychasing and Risk Management. Date: CCG Syst ms, d a 7R,,4sset Sol ions By: Micha I P Brawley, Vice President Date: A/Z 11 15 3. Delivery, Installation, Data Conversion, Testing and Acceptance. All activities related to the implementation of the Software shall proceed in accordance with Exhibit "A", Statement of Work, except for changes agreed to by both parties. In addition, the Implementation Schedule shall incorporate the following specific activities. a. Delivery. Company shall deliver the Software to the City location specified by the Information Services Director of the City within a mutually agreed time after the effective date of this Agreement. b. Installation. Company shall install the Software at the locations designated. City shall grant Company access to the location and the computer systems for the period of time required for such installation. C. Data Conversion. Data conversion, data entry and verification of data shall be completed in accordance with the specifications of City as set forth in Exhibit "A." d. Testing. City shall have thirty (30) days, commencing upon delivery of the Certificate of Installation, to test the Software for substantial compliance with the specifications set forth in Exhibit "A" (the "Testing Period). City shall provide notice to Company of any failure of the Software to comply with such specifications. Upon receipt of such notice, Company shall use its best efforts to remedy the failure and install a fix within five (5) days. If City provides such notice to Company, the Testing Period, at City's option, may be extended for thirty (30) days after Company asserts to City that the problem has been fixed. e. Acceptance. Acceptance shall occur (i) upon City's delivery of notice to Company that the Software substantially complies with the specifications set forth in Exhibit "A", or (ii) if City does not provide notice of a failure of the Software after thirty (30) days from the close of the Testing Period, then after thirty (30) days after the close of the Testing Period, Acceptance shall be deemed to have occurred. 4. License Fee a. In General. In consideration for the licenses granted by Company under this Agreement as set forth in Exhibit "A", the City shall pay Company a fee, not to exceed One Hundred, Twenty-four Thousand, Eight Hundred and Fifty Dollars ($124,850). b. Payment Terms. Each installation of the License Fee shall be due and payable in accordance with the Payment Schedule, which is incorporated into Exhibit "A". All amounts are due thirty (30) days from receipt of invoice by City from Company. 5. Ownership a. Title. City and Company agree that Company owns all proprietary rights, including patent, copyright, trade secret, trademark and other proprietary rights, in and to the Software and any corrections, bug fixes, enhancements or updates to the Software. b. Transfers. Under no circumstances shall City sell, license, publish, display, distribute, assign or otherwise transfer to a third party the Software or any copy thereof, in whole or in part, without Company's prior written consent, except in when City is using 2 the Software to provide collaborative services with other governmental entities and the appropriate licensing fees have been paid to the Company for this usage. 6. Confidential Information Company agrees not to use City data except when specifically authorized by City, and to treat all City data as confidential. City agrees to maintain the confidentiality of proprietary information identified as such by Company to the extent allowed by law. Warranty Company warrants to City that for a period of one year commencing upon Acceptance, the Software will substantially comply with the specifications set forth in Exhibit "A." During this warranty period, Company shall also provide City the support and maintenance services set forth in the Software Maintenance Agreement appended hereto as Exhibit "B." After expiration of the warranty period, Company shall provide support and maintenance for the Software pursuant to the terms of such Maintenance Agreement. 8. Indemnification Indemnity Company shall indemnify and hold harmless City from and against any claims, including reasonable legal fees and expenses, based upon infringement of any copyright or patent by the Software. City agrees to notify the Company of any such claim promptly in writing and to allow Company to control the proceedings. City agrees to cooperate fully with Company during such proceedings. Company shall defend and settle at its sole expense all proceedings arising out of the foregoing. In the event of such infringement, Company may replace, in whole or in part, the software with a substantially compatible and functionally equivalent computer program or modify the Software to avoid the infringement. 9. Insurance Company agrees to maintain workers' compensation and employer's liability insurance at the statutory limits. Company will also maintain a commercial general liability policy in the amount.of $500,000 per occurrence; $1,000,000 aggregate' $1,000,000 products and completed operations aggregate 10. Source Code The source code for all FASTER Fleet Management software is kept at the Company offices in Virginia Beach, VA. An escrow account may be established specifically for the City with the Company escrow agent. A setup fee and annual maintenance fee will be required for this escrow account. In the event that the Company is no longer able to support, enhance, and further market the FASTER Fleet Management software which is the subject of this Agreement, the Company will make available all source code to all customers who are active and up to date on their support service contract with the Company. 11. Term and Termination a. Effective Date. This Agreement and the license granted hereunder shall take effect January 1, 2012, b. Termination. City shall have the right to terminate this Agreement upon giving thirty (30) days notice. C. Within thirty (30) days after termination of the license, City will return to Company, at Company's expense, the Software and all copies thereof or delete or destroy all other copies of the Software and inform the Company that the Software has been returned or all copies deleted or destroyed, and its use discontinued. 12. Force Majeure Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises due to any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications; provided, however, that lack of funds shall not be deemed to be a reason beyond a party's reasonable control. The parties will promptly inform and consult with each other as to any of the. above causes, which in their judgment may or could be the cause of a delay in the performance of this Agreement. 13. Default Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 14. Remedies In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non - defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non -defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. 0 15. Notices All notices under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: COMPANY: FASTER Asset Solutions 2700 International Pkwy, Suite 300 Virginia Beach, VA 23452 CITY: City of Fort Collins, Purchasing P.O. Box 580 Fort Collins, CO 80522 With a Copy To: City of Fort Collins Operations Services 300 Laporte Avenue, Bldg "B" Fort Collins, CO 80525 16. General Provisions. a. Complete Agreement. This Agreement, its attachments, the City's Request for Proposal and the Company's Response to the Request for Proposal are the complete and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral or written, between the parties relating to this Agreement. b. Order of Precedence. In the event of any conflict or inconsistency among documents related to this Agreement, said conflict or inconsistency shall be resolved by giving precedence to the later dated document. Unless otherwise agreed to by both parties, document precedence shall be as follows: (1) the Software License Agreement and its Exhibits; (2) the Request for Proposal; (3) the Company's response. to the Request for Proposal. C. Amendment. This Agreement may not be modified, altered or amended except by written instrument duly executed by both parties, except that address for notice may be changed as provided in section 13. d. Waiver. The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement. e. Severability. If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute, court decision or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement shall be valid and enforceable to the maximum extent possible. f. Survival. All provisions of this agreement that by their nature would reasonably be expected to continue after the termination of this Agreement will survive the termination of this Agreement. g. Governing Law. This Agreement and performance hereunder shall be governed by the laws of the State of Colorado. Venue for any cause of action arising hereunder shall be in Larimer County, Colorado. h. Read and Understood. Each party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms. City Clerk form: City Attorney THE CITY OF FORT COLLINS, COLORADO By: v Jame B. 'Neill II, CPPO, FNIGP Directo of Purchasing and Risk Management Date: 2 i CCG Syste s, b F ST R Asset olutions Michael P Brawley, Vice Preside Date: / /Z'Zo/zi Attest: (Corporate Seal) rporate Secretary 0 EXHIBIT A: Statement of Work Part One: Implementation Plan Task Name HyperlinkDuration 48.83 February 1 FASTER Web Implementation Plan days? Start of Project 0.04 days Project Kickoff 48.82 days. Hardware & Software Environment and FASTER Installation 4.01 days? System Configuration & Planning Sessions-- Includes COTS & 2.44 days customization requirements that are part of Go -Live Final Planning Phase 21.31 days Fuel Integration Sub Plan (original text - Confirm that number of Fuel 13 days Interfaces matches SOW) _ Integration/Customizations scheduled for COTS Go -Live inserted . here --will extend time -line 0.13 days _ Data Conversion Final Prep Two weeks Prior to GoAlve Day),,-,£, 26.94 days Delivery & Testing of Initial Converted Database (Tuesday Prior to,",.-, ; Go -Live Week) y .5 days Go -live Tasks --Tasks Include: Security & Admin Tasks, System 5.44 days April 12 Training, Final Configuration & Go -Live Post Go -live Follow-up 0.38 days day Testing Period SThirty chedule: The TestingPeriod will begin no later than'May 31, 2012, 4' r 30 days )unlessta later date is negotiated! by and agreed 2o'byboth parties:. Part Two: Pricing Quotation & Payment Schedule Product/Service Description Contract Total Support*. This price includes standard active assets (which are defined as originally 011: Software Cost: Standard valued at $5000 or greater and active). 1400 assets @ $50.00.Includes up to Active Assets 1500 assets. Additional assets starting . at 1501 will be priced at $75.00 an asset. $76,050 $15,210 100: Unlimited Named Accounts Unlimited user access (named accounts) included. Included Included 200: Fuel Import Utility - New New Customer Fuel Import Utility Customer Pro ram Fuel Man Included Included 200: Fuel Import Utility - New New Customer Fuel Import Utility Customer Program Wright Express Included Included . 507NC: Dashboard Dashboard Addon Included Included 508: Barcoding Barcoding for One Storeroom (Includes Label Scanning and Printing, and Handheld Physical Inventory) Hardware is not included. Included Included Barcoding for One Storeroom (Includes Label Scanning and Printing, and 508: Barcoding Handheld Physical Inventory) Hardware is not included. Included Included Barcoding for One Storeroom (Includes 508: Barcoding Label Scanning and Printing, and Handheld Physical Inventory) Hardware is not included. Included Included Modification to W 150 Asset History 600: Report Customization Report as agreed to by both parties. Included Included Equipment Birth Certificates, Parts Birth Certificates, Vendor Birth Certificates, Employees/Users records, Fuel Transaction Details, Work Order Transaction Details. The attached data - mapping spreadsheets define the data can be converted to a FASTER Web database. (The customer will be responsible to provide 302: Data Conversion Level 3 "clean" data that will be suitable for the conversion by correcting inconsistencies. FASTER will provide pre -designed, data mapping spreadsheets for you to populate with the data related to this level of conversion. After you populate your data in the conversion spreadsheets, FASTER will then convert that data to a FASTER Web database. As part of the implementation process, FASTER Fleet Consultants will provide advice and guidance related to data cleanup and mapping.) $15 000 400: Project Management Implementation and Project Management Services $12,000 409: Turnkey Installation Installation of the FASTER Web Core System $6,600 Core System overview activities take 411: Key User Core System place remotely for a 6-hour period (COTS).Overview where customer will insure key users are able to participate. $3,600 Combined On Site System Training and Go Live: 12-hours of End User training sessions over two days; Two 6-hour days of over -sight, preparation and additional instruction. This includes a 412: System Training/Go Live final review of the work processes and "production the actual go live" of the FASTER application. Because training is hands-on, the maximum class size is 20 attendees. Training will be held at one location. If additional classes are required, additional costs may apply. $6,600 i Grand Totals $119,850 15 210 Web Based Motor Pool Reservations system for FASTER Web customers. Software application only, does not include keybox hardware or telematics hardware and infrastructure. A $10,000 discount is being provided in exchange 504NC: Web -Based Motor Pool for participation in the Early Entrant Program for this product. Customer agrees this product may not be available until June 301h, 2012. And customer agrees that the delivery of the Motor Pool software can be as soon as Mayl or no -later -than July 151h 2012. 5 000 $3,000 This is an estimate. The actual cost of Q 604: Integration Estimate integration can be determined once /� V specifications are identified. Active J Directory $8,000 $1,600 FASTER 40 Key Box Key boxes required for unmanned motor 1 pool of 7 500 Ace T230H Touch Screen Display 16 bmidh 23-inch wide Touch Screen Display- each @ 380.00 Black 3 6 080 * We are glad to provide discounts to the software cost that make FASTER Web more affordable to the City of Fort Collins. These significant discounts are provided in exchange for the City of Fort Collins agreeing to the following: 1. FASTER has the flexibility to begin the implementation of the core (COTS) system at their discretion between November 1, 2012 and January 15, 2012 2. And complete the implementation between January 30, 2012 and March 30, 2012. Signed Agreement & creation of Purchase Order 30% of total contract Completion of Core System Overview & Installation of FASTER Web application 40% of total contract Completion of Data Conversion User Training, and "Go Live" 20% of total contract Final Acceptance (System operating as designed without significant technical problems fora period of thin days) 10% of total contract Acceptance of Motor Pool 100% due upon acceptance Annual Support *" Annual Support Services Over Six Years "' 01