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HomeMy WebLinkAboutTRAPEZE SOFTWARE <<Trapeze.. f \ August 27, 2007 Via Courier Michael F. Blanchard Assistant Director Augusta, GA Information Technology Department 530 Greene Street Annex101 Augusta, GA 30911 RE: Final Version of the Trapeze Software License and Maintenance Agreement Dear Mr. Blanchard, Please find enclosed two original duly executed copies of the above identified Agreement. Kindly have both copies countersigned by your signing authority and return one fully executed original copy to my attention at the address identified below. It has been a pleasure working with you throughout the negotiating process. Thank you for your patience and dedication in seeing this matter to completion. /jJJ~:A ~ M::; ;~:e~ ~ Contracts Administrator Trapeze Software Group, Inc. 905-629-5456 (direct line) 905-238-8408 (facsimile) Etj:e.ry.pavela@trapezegroup.com Enclosures www;trapezegroup.com 5800 Explorer Drive, 5th floor · Mississauga, Ontario L4W 5L4 Canada · t. 905.629.8727 . f. 905.238.8408 SYSTEM SUPPLY AND SUPPORT AGREEMENT t' This Agreement effectively made this _ th day of Name and Address of Licensor: Trapeze (Iowa), Inc, a Delaware corporation ("Trapeze"), with its principal place of business at: 210 Second Street SE, Suite 300 Cedar Rapids, Iowa 52401-1407 United States of America , 2007, between: Name and Address of Customer: Augusta, GA ("Customer"), with its principal place of business at: 530 Greene St Augusta, Georgia 30911 United States of America This Agreement, including the exhibits hereto, represents the complete and exclusive agreement between Trapeze and Customer with respect to the subject matter hereof and supersedes all prior agreements, negotiations, or understandings between Trapeze and Customer in any way relating to the subject matter of this Agreement. No other terms, conditions, representations, warranties or guarantees, whether written or oral, express or implied, will form a part of this Agreement or have any legal effect whatsoever. In the event of any conflict or inconsistency between the provisions of this Agreement and the exhibits, the terms and conditions of this Agreement will govern to the extent of such inconsistency. This Agreement may not be modified except by a later written amendment signed by both parties. Trapeze and Customer acknowledge having read and understood this Agreement and hereby agree to be bound by its terms and conditions. TRAPEZE (IOWA), INC. ~8. Colin McKenzie Chief Financial Officer Signature: Name: Title: Augusta Richmond Transit Dee MON Agreement CUSTOMER ~. W. ignature: cJ-.-L ame: Dei<e Copen ver . Title: Mayor :Q."''-' ~ C'<lM ~'\1o _4'/"-\ ,-. .o,'\.;!> ... Ai" Attest: ;- ~ Date: t f Lt.... .. "" ~..~J1 "lI. ........ .",# , '<(~ ._~ 4i' . \~~ GEORG\""'./' "'\\\."'''ll.Vil.~ Page 1 of 20 2007 Trapeze Proprietary and Confidential t' TERMS AND CONDITIONS NOW THEREFORE, the parties agree as follows: 1. Definitions In this Agreement the capitalized words set out below will have the following meanings: "Agreement" "APT" "Documentation" "Equipment" "Go-Live: "New Product" this system supply and support agreement between Trapeze and Customer, and the attached exhibits, all of which form an integral part of this Agreement; Augusta Public Transit; the user documentation pertaining to the System as supplied by Trapeze; the Trapeze Equipment and the Third Party Equipment; the date on which the System begins operational use with the Augusta, GA Transit Department; any update, new feature or major enhancement to the Trapeze Software that Trapeze markets and licenses for additional fees separately from Upgrades; "Statement of Work" the specifications for the services to be provided by Trapeze, any subcontractors, and the Customer, attached hereto as Exhibit E; "Summary of Pricing" "System" "System Specifications" "Third Party Equipment" "Trade Secrets" the summary of pricing information related to the System, attached hereto as Exhibit C; the Equipment and the Trapeze Software; the functional specifications relating to the design and performance of the System, set forth in Exhibit D attached hereto; the computer hardware, system software and any other related items to be provided by Trapeze, as identified in Exhibit B-2 ofthis Agreement; any information proprietary to either party (including software source code), concerning a design, process, procedure, formula, or improvement that is commercially valuable and secret (in the sense that the confidentiality of such information affords a competitive advantage to the owner), but shall not include any information that (1) is or becomes generally known to the public through no fault of the recipient; (2) is obtained without restriction from an independent source having a bona fide right to use and disclose such information, without restriction as to further use or disclosure; (3) the recipient independently develops through persons who have not had access to such information; or (4) the disclosing party approves for unrestricted release by written authorization. \ "Trapeze Equipment" the Trapeze proprietary equipment units identified in Exhibit B-1 of this Agreement; "Trapeze Software" the Trapeze proprietary software applications identified in Exhibit A ofthis Agreement; "Upgrades" generic enhancements to the Trapeze Software that Trapeze generally makes available as part of its maintenance services. 2. Services Trapeze will install the System at the address designated by the Customer. Trapeze will provide all services and perform all actions required by, and in accordance with, the Statement of Work (the "Services"). The Customer win perform all applicable activities and provide all information as required by the Statement of Work. Augusta Richmond Transit oce MON Agreement Page 2 of 20 2007 Trapeze Proprietary and Confidential c 3. Trapeze Software License a) Trapeze grants to Customer a personal, non-transferable and non-exclusive license restricted for use by Customer at their place of business: . (i) to use one production copy of the executable code version of the Trapeze Software in the form supplied by Trapeze, and in accordance with the further specifications set out in Exhibit A hereto; and (ii) to use the Documentation delivered by Trapeze, but only as required to exercise this license. b) The license to use the Malteze Transit Database is granted to Customer solely for the development of internal reports by Customer and for the integrated operation of the Trapeze Software. Unless expressly included herein, all other access rights to the Malteze Transit Database are excluded from this Agreement, and the Customer shall not develop or use, or authorize the development or use of, any other application interfaces to or from the Malteze Transit Database without the express written consent of Trapeze. c) Customer may make two back-up copies of the Trapeze Software. Customer may use the production copy of the Trapeze Software solely to process Customer's proprietary data. The Trapeze Software may not be used on a service bureau or similar basis to process data of any third parties. d) Other than the rights of use expressly conferred upon Customer by this paragraph, Customer will have no further rights to use the Trapeze Software or the Documentation. Customer will not copy, reproduce, modify, adapt, translate or add new features to the Trapeze Software or the Documentation without the express written consent of Trapeze. Customer will not permit disclosure of, access to, or use of the Trapeze Software or the Documentation by any third party unless authorized in writing by Trapeze. Customer will not attempt to reverse compile or reverse engineer all or any part of the System. 4. Acceptance Procedure a) Phase 1 The initial pilot phase ("Phase 1 ") will be considered operational and functional when the Trapeze Equipment has been installed on the Customer's initial pilot fleet of transit vehicles, and the Trapeze Software is first used to process normal service data. Phase 1 will be accepted following twenty (20) consecutive business days of operational and functional use of the System by the initial pilot fleet of transit vehicles without significant failure. b) Phase 2 Phase 2 will be accepted following (20) consecutive business days of operational and functional use of the System by the remaining fleet of the Customer's transit vehicles without significant failure. For the purposes of this section 4, a "significant failure" will mean a failure of the System to function in accordance with the requirements of the System Specifications, where such a failure causes the System to be inoperable or significantly impairs the functionality of the System such that there is a critical impact on business operations. Fail,!~e,s that are the result of operator error, insufficient training, accidental damage to the Equipment caused by operator, intentional abuse of the Equipment, or invalid or incorrect data entry by call takers or operators will not be considered in evaluating successful operation. 5. Warranty a) Trapeze warrants each application of the Trapeze (NTD: The technical name is "Back" as opposed to "Home" Office Software (as listed in Exhibit A to this Agreement) to operate in all material respects as specified in the System Specifications for a period of one (1) year from the date that such application of the Trapeze Home Office Software is first put into operational and functional use. b) Trapeze warrants the Trapeze On Vehicle Software (as listed in Exhibit A to this Agreement) and the Equipment to operate in all material respects as specified in the System Specifications for a period of one (1) year from the date Augusta Richmond Transit oce MaN Agreement Page 3 of 20 2007 Trapeze Proprietary and Confidential t' that the Trapeze Equipment has been installed on the Customer's initial pilot fleet of transit vehicles and the System is first used to process normal service data. c) The sole remedy of Customer for any breach of the above warranties will be to require Trapeze to use reasonable efforts to correct, at its own expense, any defects in the Trapeze Software and the Trapeze Equipment that are brought to Trapeze's attention by Customer. . d) The parties agree that the above warranty shall not apply to include any Third Party Equipment. Such Third Party Equipment will be provided by Trapeze with any available manufacturer's warranty only and any corrective or remedial services with respect to such items shall be the exclusive responsibility of the Customer. The parties further agree that the above warranty does not include coverage for errors, defects or performance issues in the System caused by the actions of the Customer, its employees, cpntractors or vehicle riders. This warranty is in lieu of all other warranties, conditions or other terms, express or implied, concerning the System. It explicitly excludes any other warranty, condition or other term which might be implied or incorporated into this Agreement, whether by statute, regulation, common law, equity or otherwise, including without limitation any implied warranties or conditions of quiet usage, merchantability, merchantable quality, fitness for a particular purpose, or from the course of dealing or usage of trade as allowed by law. In particular, Trapeze does not warrant that: (i) the System will meet all or any of Customer's particular requirements, except those described in Exhibit D of this agreement; (ii) that the operation of the System will operate error free or uninterrupted; or (Hi) all programming errors in the System can be found in order to be corrected. 6. Pavment Trapeze will invoice Customer for the Trapeze Software license fees and fees for the Equipment as set out in and according to the Summary of Pricing. Trapeze will invoice Customer monthly for the Services, in accordance with the Summary of Pricing. The total amounts due for the Services, as those fees are set out in the Summary of Pricing, are firm fixed amounts and will be invoiced on that basis. Trapeze will also invoice Customer monthly for related expenses that will be calculated based on actual expenses incurred. Expenses related to the Services are not to exceed those amounts set out in the Summary of Pricing. In the event that the operational parameters set out in Exhibit A of this Agreement are exceeded, Trapeze reserves the right to charge Customer its standard license fees and maintenance fees applicable to such additional levels of use. Subject to receipt of an accurate invoice, Customer will pay invoices within thirty (30) days of receipt. Overdue payments will bear interest at the annual rate of fifteen percent (5%) on the amount outstanding from the date when payment is due until the date payment in full is received by Trapeze. Customer will also be responsible for payment of all applicable taxes and other levies, including sales and use taxes, and this obligation will survive termination of this Agreement. If Customer has a tax exemption certificate, a copy of the certificate must be provided to Trapeze upon signing of this Agreement to avoid payment of the applicable tax to Trapeze. 7. Maintenance Services a) Trapeze Software: Commencing upon the expiry of the applicable warranty period, Trapeze agrees to provide the following main,J.ienance and support services: (i) Trapeze will maintain the Trapeze Software so that it operates in conformity, in all material respects, with the descriptions and specifications for the Trapeze Software set out in the Documentation and the System Specifications. (ii) If Customer detects any errors or defects in the Trapeze Software, Trapeze will provide reasonable support services through a telephone software support line, available twenty-four (24) hours per day. Upon registration by Customer, Trapeze will also provide Customer with access to its support website. (iii) Trapeze will provide written updates to Customer detailing the Upgrades of the Trapeze Software and New Products. Augusta Richmond Transit oce MaN Agreement Page 4 of20 2007 Trapeze Proprietary and Confidential f (iv) At Customer's request, Trapeze shall provide Customer with Upgrades of the Trapeze Software at no additional charge. (v) Customer shall be entitled to acquire a license to New Products for Trapeze's then current license fees. Upgrades and New Products will be provided with updated Documentation where available and appropriate. b) Trapeze Equipment: Commencing upon the expiry of the applicable warranty period and continuing for a period of three (3) years, Trapeze agrees to provide the following maintenance and support services: Trapeze will provide an initial set of spare units of the Trapeze Equipment as specified in the Statement of Work. If a unit of the Trapeze Equipment is confirmed by the Customer through testing to fail to perform in accordance with the System Specifications, Customer will be entitled to remove such unit of the Trapeze Equipment and replace it with a spare unit, with reasonable support from Trapeze. The defective unit must then be shipped by the Customer to the Trapeze ITS business address for confirmation of the defect, at which time a replacement spare unit shall be shipped by Trapeze to the Customer's place of operations. Should the Customer request anyon-site maintenance services, Trapeze reserves the right to charge its standard applicable service fees and expenses related to such services. c) Exclusions The parties agree that the above maintenance services shall not apply to include maintenance of Third Party Equipment, and Trapeze shall be under no obligation to provide any maintenance services to the Customer with respect to such Third Party Equipment. The parties further agree that the above maintenance services shall not include services which may be required to identify or correct errors, defects or performance issues in the Trapeze Software or the Trapeze Equipment which are caused by the actions or omissions of the Customer, its employees, contractors or vehicle riders. 8. Payment of Maintenance Fees Commencing upon the one-year anniversary of the "Go-Live" date" Customer shall pay the annual maintenance fees to Trapeze as provided in Exhibit F. These fees shall be subject to change as set out in Exhibit F. Customer shall issue a Purchase Order annually specifying the amount set forth in the Trapeze invoice for maintenance services in accordance with Exhibit F. The Purchase Order shall be governed by the terms and conditions of this Agreement. In the event that the Customer wishes to terminate the maintenance services to be provided under this Agreement, Customer must provide Trapeze with no less than ninety (90) days written notice of such termination; during which ninety day period the applicable maintenance fees will remain payable. Trapeze may suspend provision of any maintenance services during any period of time during which the applicable maintenance fees remain unpaid by Customer. 9. Confidentiality a. Trade Secrets Customer acknowledges that all Trade Secrets relating to or concerning the System, including any modifications made thereto, are owned by Trapeze or Trapeze has the applicable rights of use and Customer will maintain the Trade Secrets in strict confidence and not disclose the Trade Secrets to any third party without Trapeze's prior written consent. Customer shall prohibit any persons other than Customer employees from using any components of the System and Customer shall restrict the disclosure and dissemination of all Trade Secrets reflected in the System to Customer employees who are bound to respect the confidentiality of such Trade Secrets. These obligations of confidentiality will survive termination of this Agreement. Open Records Trapeze acknowledges that this Agreement and certain documentation may be subject to the Georgia Open Records Act (O.C.G.A. S 50-18-70, et seq.). Trapeze shall cooperate fully in responding to such requests and shall make all records, not exempt, available for inspection and copying as required by law. Trapeze shall clearly mark any information provided to Customer which Trapeze contends is Proprietary Information. Trapeze shall notify Customer immediately of any Open Records request arising out of this contract and shall Augusta Richmond Transit oce MaN Agreement Page 5 of20 2007 Trapeze Proprietary and Confidential r provide to Customer a copy of any response to the same. Notwithstanding the Georgia Open Records Act (O.C.G.A & 50-18-70), Trapeze reserves the right to object to the release of any information which is considered to be Trapeze trade secrets. 10. Media and Publication Upon reasonable notice and consultation with the Customer, Trapeze shall be entitled to publish press releases and other general marketing information related to this Agreement and-the work done hereunder. Except for the foregoing, and subject to the strict requirements of the law, neither party will communicate with representatives of the general or technical press, radio, television, or other communication media regarding the work performed under this Agreement without the prior written consent ofthe other party. 11. Indemnification Trapeze will defend Customer in respect of any claims brought against Customer by a third party based on the claim that the Trapeze Software or the Trapeze Equipment infringes the intellectual property rights of that third party. Trapeze will pay any award rendered against Customer by a court of competent jurisdiction in such action, provided that Customer gives Trapeze prompt notice of the claim and Trapeze is permitted to have full control of any defense. If all or any part of the Trapeze Software or Trapeze Equipment becomes, or in Trapeze's opinion is likely to become, the subject of such a claim, Trapeze may either modify the Trapeze Software or Trapeze Equipment to make it non-infringing, or procure the right for the Customer's use of the System. This is Trapeze's entire liability concerning intellectual property infringement. Trapeze will not be liable for any infringement or claim based upon any modification of any part of the System developed by Customer, or use of the System in cotrlbination with software, hardware, or other technology not supplied or approved in advance by Trapeze, or use of any part of the System contrary to this Agreement or the Documentation. 12. Exclusion of Liability a) Trapeze and Customer do not rely on and will have no remedy arising from any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. The only remedy available to Customer for breach of warranty is for breach of contract under the terms of this Agreement. This does not preclude a claim for fraud. b) Trapeze does not guarantee the privacy, security, authenticity or non-corruption of any information transmitted through the internet or any information stored in any system connected to the internet. Trapeze shall not be responsible for any claims, damages, costs or losses whatsoever arising out of or in any way related to Customer's connection to or use of the internet. c) Trapeze will not be liable to Customer or any third party for any claims, expenses, damages, costs or losses whatsoever arising out of or in any way related to: (i) Customer's use of map or geographical data, owned by Customer or any third party, in conjunction with the System or otherwise; or (ii) Customer's use of the System insofar as the System may be used to store, transmit, display, disclose or otherwise use data or information which is considered private, confidential, proprietary or otherwise exempt from public disclosure under applicable law. (d) Trapeze's entire liability and responsibility for any claims, damages, costs or losses whatsoever arising either jointly or solely from or in connection with this Agreement or the use of the System (whether or not in the manner permitted by this Agreement), including claims for breach of contract, tort, misrepresentation, or otherwise, will be absolutely limited to the amount of the total compensation paid to Trapeze under the Summary of Pricing. (e) Trapeze will not be liable to the Customer or any third party for losses or damages suffered by Customer or any third party which fall within the following categories: i) incidental or consequential damages, whether foreseeable or not; ii) special damages even if Trapeze was aware of circumstances in which special damages could arise; iii) loss of profits, anticipated savings, business opportunity, goodwill, or loss of information of any kind. Augusta Richmond Transit Dee MaN Agreement Page 6 of20 2007 Trapeze Proprietary and Confidential t' (f) Paragraphs (d) and (e) do not apply to claims arising out of death or personal injury caused by either party's gross negligence or fraudulent misrepresentation. 13. Termination (a) This Agreement will remain in effect until terminated. (b) Trapeze has the right to terminate this Agreement if Customer is in default of any term or condition of this Agreement, and fails to cure such default within thirty (30) days after receipt of written notice of such default. Without limitation, the following are deemed Customer defaults under this Agreement: (i) Customer fails to pay any amount when due hereunder; (ii) Customer becomes insolvent or any proceedings will be commenced by or against Customer under any bankruptcy, insolvency or similar laws. (c) If Customer develops software that is competitive with the Trapeze Software, or Customer is acquired by or acquires an interest in a competitor of Trapeze, Trapeze shall have the right to terminate this Agreement immediately. (d) Customer has the right to terminate this Agreement if Trapeze is in default of any term or condition of this Agreement, and fails to cure such default within thirty (30) days after receipt of written notice of such default.. (e) If this Agreement is terminated, Customer will immediately return to Trapeze all copies of the Trapeze Software and the Documentation and any other materials provided to Customer pursuant to this Agreement which have not been paid for in full, and will certify in writing to Trapeze that all copies or partial copies of the Trapeze Software, the Documentation and such other materials have been returned to Trapeze. In the event of termination, Trapeze will be entitled to retain all fees paid by Customer for all license fees, service fees and expenses related to services or deliverables provided up to the termination date. (f) Upon termination of this Agreement, Customer may direct disposal of Customer information in possession of Trapeze in any manner Customer deems appropriate. Customer must furnish written instructions to Trapeze prior to such termination for disposition of such information at Customer's expense if termination is due to Customer breach and disposal includes return of data on disk media via mail to Customer. No cost shall be incurred by Customer if disposal involves deletion, erasure, or destruction of data, documents, or media by Trapeze at site(s) maintained by the Trapeze. 14. Force Maieure Trapeze will not be responsible for, and its performance of obligations will automatically be postponed as a result of, delays beyond Trapeze's reasonable control, provided that Trapeze notifies the Customer of its inability to perform with reasonable promptness and performs its obligations hereunder as soon as circumstances permit. 15. Assignment This Agreement is for the sole benefit of Customer and may not be assigned by Customer without the prior written consent of Trapeze. Likewise, Trapeze may not assign or delegate this Agreement or the responsibilities and obligations described herein to any other party without the prior written consent of Customer. 16. Applicable Law This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. All claims, disputes and other matters in question between the City and the Vendor arising out of, or relating to, this Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. Vendor, by executing this Agreement, specifically consents to venue and jurisdiction in Richmond County, Georgia and waives any right to contest jurisdiction and venue in said Court. 17. Third Parties No party other than Customer shall be licensed to use the Trapeze Software by this Agreement, unless such use is expressly permitted by the terms of this Agreement. In the event that this Agreement Augusta Richmond Transit Dee MaN Agreement Page 7 of20 2007 Trapeze Proprietary and Confidential h \ does allow for the use of the Trapeze Software by certain designated third party service providers, the Customer shall be responsible for taking all reasonable steps to ensure that the service provider is fully compliant with the terms of this Agreement including without limitation any restrictions on use of the Trapeze Software and obligations of confidentiality. Trapeze does not assume, and hereby expressly excludes, any obligations or duties to any third parties, whether expressly named in this Agreement or not, which may be inferred or implied by statute, regulation, common law, equity or otherwise. 18. Notices All notices must be in writing and will be duly given if delivered personally or sent by registered or certified mail to the respective addresses of the parties appearing on page one of this Agreement for Trapeze and designated below for the Customer. Any notice given will be deemed to have been received on the date it is delivered if delivered personally, or, if mailed, on the fifth business day next following its maiting. Either party may change its address for notices by giving notice of such change, as required in this section. Customer: Tameka Allen, IT Director 530 Greene Street, A-I0l Augusta, GA 30911 T: 706.821.2522 F: 706.821.2530 Copies to: Fred Russell, City Administrator 530 Greene Street, Room 801 Augusta, GA 30911 T: 706.821.2400 19. Purchase Order Upon execution of this Agreement, Customer will issue a Purchase Order specifying the amount of $114,253 U.S. (this amount excludes any sales taxes, first year maintenance fees or escrow fees which may apply) for the provision of the System and the Services, as set out in the Summary of Pricing. Billing will take place according to the description found in Exhibit G. The Purchase Order will be governed exclusively by the terms and conditions of this Agreement. 20. Audits Trapeze may perform audit(s) on the use of the System upon giving Customer written notice of at least five (5) business days. Customer agrees to make the necessary operational records, databases, equipment, employees and facilities available to Trapeze for the audit(s). The purpose of the audit will be to verify compliance with the terms and conditions of this Agreement. Augusta Richmond Transit oce MaN Agreement Page 8 of20 2007 Trapeze Proprietary and Confidential EXHIBIT A t' Item Tra eze Software A lication Descri tion TRAPEZE HOME OFFICE SOFTWARE 1. Trapeze PASS Integration tool MON 2, Trapeze Transit Report writing only Database TRAPEZE ON VEHICLE SOFTWARE 2 Trapeze PASS CE device application MDC License Fee License Date Up to 20 peak $26,375 vehicles Network Included Effective date of th. A reement Effective date of this A eement Up to 20 peak $4,000 vehicles 1. Licenses are provided for operations up to 20 vehicles. 2. Third Party Runtime licenses, if required to operate the Trapeze Software, are not included. 3. Proposed software solution is designed for the Windows 2000!XP operating environments, with an ODBC database infrastructure (the Malteze Transit Database) designed by and proprietary to Trapeze, configured for the Oracle 8IMS SQL database engine. 4. Except as may be included in the Equipment or otherwise specifically required in the Agreement, the Customer is responsible for purchasing hardware and any other pre-requisite products. 5. Any software applications may be operated on any of the licensed workstations within a configuration approved by Trapeze. Licenses for additional local or remote workstations may be purchased at the then current rates. Augusta Richmond Transit Dee MaN Agreement Page 9 of20 2007 Trapeze Proprietary and Confidential EXHIBIT B-1 t' List of Traoeze Equipment: Item Trapeze Driver Command Console Quantity 13 plus, 1 spare, and 1 training unit 1. Customer has the rh!ht to purchase additional units at the same price as the units described above (as described in Exhibit C) for up to one year from "Go-Live". Augusta Richmond Transit Dee MaN Agreement Page 10 of20 2007 Trapeze Proprietary and Confidential EXHIBIT B-2 C' List of Third Party Equipment: Optional Hardware: 1 PASS Mon Server Augusta Richmond Transit oce MaN Agreement Page 11 of 20 Trapeze Proprietary and Confidential 2007 PRICING EXHIBIT C: SUMMARY OF 1.0 Tl'ap~:zel3a!lse>MQpile Cp!Tlputillg Sl;IlutiQn Item Description 1 Management, System Integration, Operational :Review Services Customization 2 3 Trapeze License Fees I1nplementation S ervic e S 5 6 Purchase Incentives Expenses T otal(US$) $ 2;0 Computer Har.dware and System Software Ih~ltl I)escrintion 1 Hatdwarea:rtd Systeltl So11::ware 1 Computer Hardv;rareandsoftware $ TlUs ..item is sllggestedH'the, uro speth server(s) cmulot luuulh.~ .,'M:DTI AVL traffic;. , 5,820 3.0 Mobile Computing Hardware and hnplementation Services Item I) escrl#tillll 1 Subcontractor (iIlvebiCle.lup-dmu.'ean.dsl!ll"Vicl!S) Invehide Hardware Implementation Services $ Total (USS) $ 4.0 Long-Term Support Item Description Trapeze Softwm:e. Long..~Ferin SUllport 1 Year 1 from pilot acceptance 2 Year 2 from pilot acceptance 2 Mobile'Hardware Long-TennSupport 1 Year 1 from pilot acceptance :2 Year 2 from pilot acceptance 1 $ MObileColnputing. $ 16,200 30,375 31,200 (19.744) 13,919 71,950 Total Total 34,828 7,475 42,303 Mobile Computing Included 6,075 Included 3,483 Notes: .. Pricing is for Trapeze products only and3rd party fees 'listed in Trapeze proposal, .. Trap eze has provide d for sp e 'cific ll11'lount of training. A dditional training, if re quire d, will re sult in an additional cost. .. Prices in effect through: .. Trapeze 'licenses .areprpvided for the foll.oWing number of paratransit vehicles: .. Vehicle Hardware quote is for the folloWing: Revenue Vehicles Sup ervis'or V ehic1e s Training Units Spares .. Trapeze willprovide a tr1>in-the-treiner approachfo~'dispatch,.andJnvehicle applications. *. Client will procure and supply GPRS public d,ata network access With associated SIM cards, * Applicable taxes are not included. Augusta Richmond Transit oce MaN Agreement Page 12 of20 Trapeze Proprietary and Confidential .August-22, 2007 20 2007 \" o 1 1 . EXHIBIT D: SYSTEM SPECIFICATIONS r Hardware Requirements 1. The system must utilize the Trapeze 9000P Driver Command Console (or the latest model) and have technical characteristics that meet or exceed those found in the Trapeze Driver Command Console PRO Ujer guide, seen below: Operation system Software Windows CE.NET 4.2 Internet Explorer 6,Media Player Series 9 Intel 64MB minimum 64MB minimum 7" colorful LCD resolution 800x480 touch screen one (embedded TYPE II) one (embedded TYPE II) AC97 embedded 2W speaker, with line-in and microphone input interface CPU RAM Flash Memory Display CF card slot PCMCIA interface V oice/ Audio I/O 2xRS232, lxRS485, lxJ1078, lxl0MUI00MLA~ 2xUSB 1.1 Host, lxUSB 1.1 Client 16 channel GPIO (8 for input, 8 for output) PDT Wireless operation GPS Software configurable: 0-120 min embedded Satellite receive channel: 16; Position accuracy: ::SlOm; DGPS position accuracy: ::S3meter; 1 meter possible with 4 satellites and proper satellite geometry; Velocity measurement accuracy: O.Im1s; Cold start time: g min; Reacquisition time <15s (within Imin after losing signal); Anti-multi-path; With DR function (gyro input signal:0-2.5(normal)-5V) IPP pulse output Output data format NMEA 0183 Output data content: time, latitude, longitude, velocity, Direction and satellite track status; is able to receive the DGPS information ofRTCM-104 format 12 volt nominal (with extended capability) Low -35 to +650C (LCD Normal Operating Temperature: 0 to 550C) -30 to +800C 90% non-condense Water-spray resistant Compliant with FCC Part 15, Subpart J guidelines for Class B Equipment. Operational voltage Power consumption Operation Temp. Storage Temperature Humidity Water resistance Radiated EMI Augusta Richmond Transit Dee MaN Agreement Page 13 of20 2007 Trapeze Proprietary and Confidential Dimension Measuring Distance (m) 30-88 3 88-216 3 216-1000 3 9.45x6.7x2.76 inches (wxhxd) - including connector attachment area & peripheral enclosure. 1.8Kg Approx. 30,000 hours Frequency (MHz) Field Strength (/.lV/m) 100 150 200 heavy duty (' Weight Mean Time Between Failure (MTBF) 2. All hardware devices acquired as part of this contract must include all parts (brackets, cables, etc) and accessories needed to install, mount, and operate the devices in accordance with the softw!lfe specifications as described below. . 3. Services quoted as part of this contract should include the installation, configuration, and end-user training for the hardware devices described above. Software Requirements P ASS-MON The software shall consist of Trapeze P ASS-MON, which will provide APT with the functionality to provide wireless communication between drivers and dispatchers, as well as two-way data messaging capabilities and GPS data communications for to provide 'real-time' vehicle positioning and schedule adherence information. 1. Solution shall include the Mobile Data Terminal Server., which will integrate the PASS scheduling and dispatching software with Mobile Computing Units, enabling communication via a public or private data network that employs the TCP/IP communications standard. A. Mobile Data Terminal Server, when integrated with the Trapeze dispatch system, will enable: I). Trip, A VL and odometer data exchange between Trapeze PASS and the mobile computer. 2). Configuration of how many trips a driver is able to see based on number of trips or time period. 3). Configuration of how often A VL data is received. 4). Notification when a driver has arrived early or late for a pickup. 5). Additional configuration parameters to control performance. 6). Logging of data exchanged for troubleshooting. 7). MDT Dispatch Functionality. B. The following MDT dispatch features and functionality are enabled: 1). From Dispatch to Mobile Data Computer. a) Electronic Manifest. b) Automatic Dispatch of Add-ons. c) Automatic Dispatch of CancelslN o-shows. d) Dispatch of Event Modifications. e) Two-Way Text Messaging. 2). From Mobile Data Computer to Dispatch: a) ArrivelPerform Status and Times b) Driver Cancel or No Show Request c) Fare Collected d) Updated Passenger Information e) Odometer Entries f) Vehicle Location Monitoring (A VL) g) Speed and Direction data h) Overt/Covert Alarm i) Driver log-on/log-off notification 2. Software shall include the MDT Centre, which will facilitate two-way communications between the dispatcher and drivers. A. At a minimum, the system shall receive the following types of messages: I). Vehicle Emergency (Covert or Overt Alarm) Augusta Richmond Transit oce MaN Agreement Page 14 of 20 2007 Trapeze Proprietary and Confidential 2). Schedule Adherence (Trip Early / Trip Late) 3). Canned or freeform Text Messages 4). Driver Logon /Logoff 5). System Messages and Alerts 6). No-show and Cancel Requests B. Dispatchers can perform the following actions from the MDT Centre: 1). Send a text message 2). Manually log vehicles on/off 3). Filter messages by Vehicle or Run Group 4). View message histories 5). Cancel or No Show a trip that a driver has requested a Cancel or No Show for 6). View Client Info screen 7). Jump to Run Itinerary 8). Jump to Client Itinerary . C. The following features should be available as part of the requirement to send text messages: I). Dispatchers should be able to send text messages from the Workstation or the MDT Center. 2). Messages can be sent to one or multiple vehicles. 3). Dispatchers can choose from a predefined list of canned messages that can be customize and changed at anytime. Messages can be compose a message from scratch, or combine the canned message with their own. 3. Software shall include an A VL (Automatic Vehicle Location) Agent which allows the processing of A VL data to be handled separately from other data received from the mobile data computer. The A VL software should: A. Recognize the vehicle's last known location. B. Develop same day solutions based upon current vehicle location rather than geocoded events. 4. Software shall include the Vehicle Location Monitor to support the integration of the 'real-time' GPS information with the PASS scheduling software, providing up-to-the-minute information about driver runs and vehicle locations. A. Dispatchers can use the Monitor screen to: 1). View the location of any vehicle on the system map in real time. 2). View speed and direction associated with A VL data (if data is available from provider). 3). Check the status of a vehicle in relation to future trips. 4). View the itinerary of a run based on a user defined time span. 5). Monitor the schedule adherence of a vehicle/run. 6). View multiple vehicle/runs at anyone time. 7). Review historical A VL data. 8). Produce a turn list and send to a MDT. 9). Set properties to customize the appearance of the monitor screen and GIS. r PASS-MDC The software solution will include the Trapeze PASS-MDC for Drivers. 1. The application shall: A. Have the capability to operate on any device that employs the Windows CE operating system. B. Serve as an electronic manifest for drivers. C. Perform as a voiceless communications tool between drivers and dispatchers. D, Function as a security tool by interfacing with alarms to alert dispatch and by A VL monitoring. E. Serve as an automatic data transmission device, transferring information such as trip arrival times, GPS coordinates and vehicle systems status back to the Trapeze system. 2. The application shall be user-friendly by exhibiting the following characteristics: A. Manifest data - for example, passenger, space and fare type designations - will be displayed exactly as they have been customized within the Trapeze Workstation. B. Simple graphic icons provide one-touch access to different screens or perform actions. C. Ability to create a "Training Manifest" that operates stand-alone in order to make it easier to train the drivers for a smoother transition to a paperless manifest environment. 3. The application shall have a customizable interface to accommodate specific Augusta Transit requirements. 4. Drivers should have access to the following functionality: Augusta Richmond Transit DeCMON Agreement Page 15 of20 2007 Trapeze Proprietary and Confidential A. Driver login/logoff B. Manifest display c. Trip Arrive and Perform D. Fare collected E. Trip Cancel request F. Passenger No-Show request G. Receive text messages from Dispatch H. Canned text messaging to Dispatch I. Emergency Alarm (Covert or Overt) J. Group Arrive and Perform K. Fare type changes L. Add-on of additional passenger at pickup M. Text messaging to Dispatch N. Request Next Day's Run 5. PASS-MDC should be customizable so that it can display elements currently used in existing paper manifest. This can include: A. Client Name B. Client Code C. Number of Passengers D. Street Address E. Address (Location) Comments F. Map Page G. Phone Number H. Pickup Time I. Scheduled Window J. Equipment (Space) Type K. Fare Type and Amount L. Mobility Aids M. Client Comments 6. P ASS-MDC should have the following Configuration Options A. System should permit configuration of Pop-up Notifications for add-on trips, trip modifications, cancellations and mail messages. B. System should permit Audio Notification to configure audio notifications for add-on trips, trip modifications, cancellations and mail messages. C. No-Show Timer should be present so that PASS-MDCcan be configured with a timer so that after "arriving" at a pickup, it will not allow a driver to request a No-Show until the timer has expired. D. Odometer - Odometer entry should be configurable so that it can be required at logon only or for every event. This should be interfaced with a vehicle's odometer and the readings can be automatically entered into Trapeze. E. Driver Training Manifests (Emulation Mode) - System must have the ability to create and set up a stand-alone training manifest that operates in P ASS-MDC. This should negate the need for Trapeze-trained personnel to assist in setting up training for the drivers. F. Over-the-air upgrades - Any PASS-MDC software updates to the fleet should be performed via an over-the-air upgrade process. 7. Trapeze Proxy Server should transmit data between each instance of the PASS-MDC application and the Trapeze MDT Server (part ofPASS-MON), connecting using a wireless networking using TCP!IP protocol. Setting up the Proxy Server and P ASS-MDC must be as simple as entering an IP Address and MDT ill of the user's choosing. t' Augusta Richmond Transit Dee MON Agreement Page 16 of20 2007 Trapeze Proprietary and Confidential t' EXHIBIT E: STATEMENT OF WORK Trapeze shall furnish all necessary personnel, materials, equipment and related services as necessary to research, design, fabricate, test, deliver, install and make operative no less than fifteen (15) and no more than twenty (20) Mobile Data Terminals (MDT) for the Augusta, GA Public Transit Department (APT). . The MDTs shall interact with the PASS MON software from Trapeze, which shall likewise be purchased by APT and installed, configured, tested, and made operational by Trapeze with the cooperation of the Augusta, Georgia Information Technology Department (IT). Trapeze shall furnish training to APT so that all personnel who will be using MDTs will be faJ;piliar with the operation of the units in conjunction with the PASS MON software, as well as the physical operation, care, and security of the unit. Likewise, Trapeze shall provide training to office and/or administrative staff members at APT as needed so that they can provide assistance with the software and hardware as well as derive use from data generated from the use ofthe units. Trapeze will provide ongoing maintenance and support for the PASS MON software and the hardware acquired as part ofthis project and as further defined under this Agreement. If the hardware is from a 3rd party, then Trapeze shall be exempt from repair or replacement of said equipment except where specifically identified in this contract between Augusta and Trapeze. Augusta Richmond Transit oce MON Agreement Page 17 of20 2007 Trapeze Proprietary and Confidential r EXHIBIT F: MAINTENANCE FEES Item Trapeze PASS MON Trapeze PASS MDC DCC units First Year Maintenance Fee* $5,275 $800 $3,483 *For all subsequent years, the annual maintenance fee will be the subject of mutual writt.en aweement, based on the operational characteristics of the Customer as of the maintenance anniversary date and the standard Trapeze price list at that time. Augusta Richmond Transit Dee MON Agreement Page 18 of20 2007 Trapeze Proprietary and Confidential r- EXHIBIT G: PROJECT SCHEDULE. PAYMENT. AND BILLING SUMMARY Item Milestone Description Payment Amount 1 Contract Signing 50% of Net License Fees $5,315.50 100% of Hardware Cost $34,828 2 Installation of Software 25% of the Net License Fees $2,657.75 3 - 4 Acceptance 25% of Net License Fees $2,657,75 Implementation Services due at project Various amounts 5 Implementation Services not to exceed milestones Exhibit C amt Various amounts 6 Expenses As incurred not to exceed Exhibit C amt Augusta Richmond Transit oce MON Agreement Page 19 of20 2007 Trapeze Proprietary and Confidential ....)!I ~ Sole Source Justification (Reference Article 6, Procurement Source Selection Methods and Contract Awards, ~ 1-10-49. SOLE SOURCE PROCUREMENT Vendor: ":;;e:.p e. 7-e__ Commodity: M f91~ / ~1Ii--~ Estimated annual expenditure for the above commodity or service: $ J.2.6; /)0/) Initial all entries below that applv to the proposed purchase. Attach a memorandum containing complete justification and support documentation as directed in initialed entry. (More than one entry will apply to most sole source products/services requested). t' 1. SOLE SOURCE REQUEST IS FOR THE ORIGINAL MANUFACTURER OR PROVIDER, THERE ARE NO REGIONAL DISTRIBUTORS. (Attach the manufacturer's written certification that no regional distributors exist. Item no. 4 also must be completed.) 2. SOLE SOURCE REQUEST IS FOR ONLY THE AUGUSTA GEORGIA AREA DISTRIBUTOR OF THE ORIGINAL MANUFACTURER OR PROVIDER. (Attach the manufacturer's - not the distributor's - written certification that identifies all regional distributors. Item no. 4 also must be completed. ) 3. THE P ARTS/EQUIPMENT ARE NOT INTERCHANGEABLE WITH SIMILAR PARTS OF ANOTHER MANUFACTURER. (Explain in separate memorandum.) . 4. THIS IS THE ONLY KNOWN ITEM OR SERVICE THAT WILL MEET THE SPECIALIZED NEEDS OF THIS DEPARTMENT OR PERFORM THE INTENDED FUNCTION. (Attach memorandum with details of specialized function or application.) '., AUa..? PM 3:3 5. THE PARTS/EQUIPMENT ARE REQUIRED FROM THIS SOURCE TO PERMIT ST ANDARDIZA TION. (Attach memorandum describing basis for standardization request.) 6. NONE OF THE ABOVE APPLY. A DETAILED EXPLANATION AND JUSTIFICATION FOR THIS SOLE SOURCE REQUEST IS CONTAINED IN ATTACHED MEMORANDUM. The undersigned requests that competitive procurement be waived and that the vendor identified as the supplier of the service or material described in this sole source justification be authorized as a sole source for the service or material. Name: Hey ~/.,. :JtJ"~: jftMl:-\-- Department Head Signature: ~~ Approval Authority: (J ~ COMMENTS: LJ Date: 13 A IttJD 1 Date: 2-3 A...J 01 bate: t1j,U/O I