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HomeMy WebLinkAbout2016-08-09 Meeting Agendawww.augustaga.gov Public Service Committee Meeting Commission Chamber- 8/9/2016- 1:00 PM PUBLIC SERVICES 1.New Application: A. N. 16-29: A request by Johanna Ciccio for an on premise consumption Liquor, Beer & Wine License to be used in connection with The Wooden Barrel located at 3317 Peach Orchard Rd. There will be Dance. District 6. Super District 10. Attachments 2.New Ownership Application: A.N. 16-28: A request by Kamalakar R. Katukoori for a retail package Beer & Wine License to be used in connection with E Z Go Food Mart located at 1801 Marvin Griffin Rd. District 1. Super District 9. Attachments 3.Motion to approve allowing all items approved by the Augusta Aviation Commission go directly to the regular Commission's consent agenda. (Requested by Commissioner Sias) (Deferred from July 12 Public Services Committee) Attachments 4.Presentation by Ms. Bernice Daniely regarding a sewerage backup/damages to her home at Forest Brook Apartments. Attachments 5.Motion to approve the minutes of the Public Services Committee held on July 12, 2016. Attachments 6.Approve Change Order #5 in the amount of $106,046.00 to the contract with R.W. Allen, LLC for the renovations to convert the old public library into offices for the Augusta Public Defender’s Office. The new contract amount will be $4,681,598.00. Attachments 7.Approve Contract with Trapeze Software Group Inc. dba TripSpark Technologies to implement Streets Software and Upgrades to Existing Systems. Attachments Public Service Committee Meeting 8/9/2016 1:00 PM Alcohol Application Department:Planning & Development Presenter:Robert H. Sherman, III Caption:New Application: A. N. 16-29: A request by Johanna Ciccio for an on premise consumption Liquor, Beer & Wine License to be used in connection with The Wooden Barrel located at 3317 Peach Orchard Rd. There will be Dance. District 6. Super District 10. Background:This is a New Application. Note: Applicant did not renew by January 31, 2016, Applicant had to re-apply. Analysis:The applicant meets the requirements of the City of Augusta's Alcohol Ordinance. Financial Impact:The applicant will pay a pro-rated fee of $1,990.00. Alternatives: Recommendation:The Planning Development Department recommends approval. The R.C.S.O. recommends approval. Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Law Administrator Clerk of Commission Cover Memo Item # 1 Attachment number 1 \nPage 1 of 2 Item # 1 Attachment number 1 \nPage 2 of 2 Item # 1 Public Service Committee Meeting 8/9/2016 1:00 PM Alcohol Application Department:Planning & Development Presenter:Robert H. Sherman, III Caption:New Ownership Application: A.N. 16-28: A request by Kamalakar R. Katukoori for a retail package Beer & Wine License to be used in connection with E Z Go Food Mart located at 1801 Marvin Griffin Rd. District 1. Super District 9. Background:This is a New Ownership Application formerly in the name of Myong K. Shouse. Analysis:The applicant meets the requirements of the City of Augusta's Alcohol Ordinance. Financial Impact:The applicant will pay a pro-rated fee of $665.00. Alternatives: Recommendation:The Planning & Development Department recommends approval. The R.C.S.O. recommends approval. Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Law Administrator Clerk of Commission Cover Memo Item # 2 Attachment number 1 \nPage 1 of 2 Item # 2 Attachment number 1 \nPage 2 of 2 Item # 2 Public Service Committee Meeting 8/9/2016 1:00 PM Augusta Aviation Commission Items Department:Clerk of Commission Presenter: Caption:Motion to approve allowing all items approved by the Augusta Aviation Commission go directly to the regular Commission's consent agenda. (Requested by Commissioner Sias) (Deferred from July 12 Public Services Committee) Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Cover Memo Item # 3 Attachment number 1 \nPage 1 of 1 Item # 3 Public Service Committee Meeting 8/9/2016 1:00 PM Bernice Daniely Department:Clerk of Commission Presenter: Caption:Presentation by Ms. Bernice Daniely regarding a sewerage backup/damages to her home at Forest Brook Apartments. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Cover Memo Item # 4 Public Service Committee Meeting 8/9/2016 1:00 PM Minutes Department:Clerk of Commission Presenter: Caption:Motion to approve the minutes of the Public Services Committee held on July 12, 2016. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Cover Memo Item # 5 Attachment number 1 \nPage 1 of 3 Item # 5 Attachment number 1 \nPage 2 of 3 Item # 5 Attachment number 1 \nPage 3 of 3 Item # 5 Public Service Committee Meeting 8/9/2016 1:00 PM PDO - Change Order #5 Department:Central Services - Facilities Presenter:Lonnie Wimberly Caption:Approve Change Order #5 in the amount of $106,046.00 to the contract with R.W. Allen, LLC for the renovations to convert the old public library into offices for the Augusta Public Defender’s Office. The new contract amount will be $4,681,598.00. Background:The Augusta Commission has entered into a design-build contract with R.W. Allen, LLC to design and renovate the former main library into offices for the Augusta Public Defender. The original scope was limited and the first two change orders could be more accurately described as work authorizations to complete different phases of the work. Change Order (CO) #3 and #4 were approved at the administrative level. CO #3, in the amount of $21,570.00 was for rerouting of underground piping due to unforeseen below grade obstacles and changed mandated by Georgia Power for the main electrical feed. CO #4, in the amount of $5,220.00, was to replace the existing sanitary sewer tap due to displaced alignment and crushed sections that created obstructions in the pipe that were not know at the time the project was initially priced. CO #5, in the amount of $106,046.00 is made up of the following components that were not included in the original scope of work: $72,588.00 to have the electrical subcontractor furnish and install all data cabling, terminations and framework necessary for telephony and data for use by the Public Defender’s Office. This work was not originally included under the contract. Pricing is detailed in the attached Proposed Change Order (PCO) #1.$29,053.00 to have the electrical subcontractor furnish and install the conduit and infrastructure necessary for the main communication fiber required to connect phones and computers to the county system. This request also includes conduit and infrastructure to provide the analog phone service which is required by code for the emergency phone in the elevator. Conduit and infrastructure for Comcast cable is to provide cable TV for clients in the lobby and wireless internet within the building is also included. This work was not originally included under the contract. Pricing is detailed in the attached PCO #6. $4,405.00 to Cover Memo Item # 6 have the electrical subcontractor provide HDMI cabling to multiple locations in the building to facilitate the use of video equipment for training of staff. This work was not originally included in the contract. Pricing is detailed in the attached PCO #6. Analysis:Central Services – Facilities and IT have worked with the contractor and the utility companies to make sure the installation meets our specifications and that the work is performed as efficiently and cost effectively as possible. The Public Defender’s Office will not be able to operate without the communication and data infrastructure included in this scope. The total amount of the Request for Change Order #5 is $106,046.00 and will result in a revised contract amount of $4,681,598.00. Staff has reviewed the information and is satisfied that the additional costs are necessary, reasonable, are due to additional scope not included in the original contract, and recommends approval. Financial Impact:The cost of the change order #5 is $106,046.00. Alternatives:1. Approve Change Order #5 in the amount of $106,046.00 to the contract with R.W. Allen, LLC for the renovations to convert the old public library into offices for the Augusta Public Defender’s Office. The new contract amount will be $4,681,598.00. 2. Determine another means to provide data and communication services. Recommendation:Approve Change Order #5 in the amount of $106,046.00 to the contract with R.W. Allen, LLC for the renovations to convert the old public library into offices for the Augusta Public Defender’s Office. The new contract amount will be $4,681,598.00. Funds are Available in the Following Accounts: Funding is in the project budget. REVIEWED AND APPROVED BY: Finance. Law. Administrator. Clerk of Commission Cover Memo Item # 6 Attachment number 1 \nPage 1 of 10 Item # 6 Attachment number 1 \nPage 2 of 10 Item # 6 Attachment number 1 \nPage 3 of 10 Item # 6 Attachment number 1 \nPage 4 of 10 Item # 6 Attachment number 1 \nPage 5 of 10 Item # 6 Attachment number 1 \nPage 6 of 10 Item # 6 Attachment number 1 \nPage 7 of 10 Item # 6 Attachment number 1 \nPage 8 of 10 Item # 6 Attachment number 1 \nPage 9 of 10 Item # 6 Attachment number 1 \nPage 10 of 10 Item # 6 Public Service Committee Meeting 8/9/2016 1:00 PM TripSpark Technologies Department:Augusta Public Transit Presenter:Mike Blanchard Caption:Approve Contract with Trapeze Software Group Inc. dba TripSpark Technologies to implement Streets Software and Upgrades to Existing Systems. Background:Augusta Public Transit (APT) intends to effect a major change in how technology is applied to supporting public transit customers. The project will involve upgrades to existing software platforms, new software for fixed-route buses, and various vehicle-mounted improvements and amenities that will provide customers with a better public-transportation experience. Augusta contracted with Trapeze, Inc. in the late 1990’s to provide software for Paratransit vehicle management. Trapeze has since grown to incorporate other technology providers, one of whom is TripSpark, the manufacturer of Fixed Route software that APT proposes to implement. Augusta currently uses the following modules of Trapeze software (known collectively as “PASS”): · MON – This is an interface that allows real-time data communication between service vehicles and the dispatch system. · MDC – A module that allows transfer of trip related data to mobile computers. · CERT – A module that has ability to automate tasks associated with the certification process such as client correspondence and information related to paratransit clients. · SUS Suspension Module – This module is used to manage violations such as No-Shows and Late Arrivals and Cancellations. Letters and Reports can be generated within the module as needed to assist in tracking violators. · IVR – This is a module that permits citizens to call and schedule paratransit rides. APT has been very satisfied with the overall software solution and the level of support and dedication that they have received from the vendor on their existing products. Analysis:Augusta intends to contract with Trapeze Software Group, the manufacturer of Augusta’s current paratransit PASS software, in order to provide an expanded software solution for the fixed route Cover Memo Item # 7 bus service. Fixed-Route refers to the buses that run regular, established routes throughout Augusta. Currently, these routes are not integrated into an overall transportation management solution, but the APTM project is intended to apply the Trapeze’ TripSpark Streets product to this function. Streets is a Computer Aided Dispatch / Automatic Vehicle Locator (CAD / AVL) system that connects APT vehicles with the office scheduling and dispatching software. It automatically collects data used by dispatchers such as bus GPS locations, schedule adherence status, breakdowns and emergencies. It also passes information to in-vehicle peripheral devices such as headsigns and annunciators to provide updates to passengers. The Streets system also communicates with passenger information systems (website and mobile applications.) Call takers can quickly and accurately respond to questions about the location and status of a bus. The AVL portion of Streets means that APT personnel will be able to see the current, exact location of buses on a computerized map. The solution provides real time GPS updates if a bus is early or late, if the bus is on/off its assigned route, if the bus has historically been on schedule, and its current speed and direction. The information above can be released online so that riders can determine through a mobile app (known as “MyRide”) where the bus is located and estimate when it will arrive at their location. The project also includes an upgrade of the existing IVR (Interactive Voice Response) system used on the Paratransit side of APT. The existing system is several years old and has been replaced by its manufacturer. This purchase is being acquired pursuant to a Sole Source agreement. While there are multiple vendors selling “Scheduling, Dispatching, and Real time” products for transit management employees and customers, the necessity to integrate such software with Augusta’s existing Trapeze software modules is what necessitates this acquisition on a sole-source basis. The FTA procurement policy (i.e. FTA Circular 4220.1.F) delineates the condition under which a sole- source award is justifiable, and the “substantial duplication costs” justification is the one that is applicable here. The communication device that will be used on the Paratransit vehicles as part of the upgrade is known as the “Ranger Unit”. This device is the central collection point of all data gathered by the PASS System. These are the same devices that will be used on the Fixed route vehicles. These devices are proprietary to the Trapeze System. In short, Transit has concluded that the only way to avoid substantial duplication costs associated with the project is to acquire the Streets module from Trapeze. These duplication costs include such programming that allow for GPS tracking, integration of information into a single database, and other hardware costs. Additionally, this will assure that ongoing support needed for the system is more streamlined and eliminates additional cost when more than one vendor is involved. This project is anticipated to begin in the Summer of 2016 and should be completed in the 4th Quarter of 2016. Cover Memo Item # 7 Financial Impact:The cost of this project is $587,084 (Includes 3.5% ($20,000) contingency) This purchase will be funded with local and federal grant funds from the Transit Department’s 2016 Capital Budget. The allocated funding breakdown is: Funding Source Total Split Federal Local GA-90-X343 $587,084 80/20 $469,667.20 $117,416.80 Alternatives:Do not acquire the technology, this will result in the continued limited availability of critical data that is needed for effective decision making about current and future transit initiatives. Recommendation:Approve Contract with TripSpark to implement Streets Software and Upgrades to Existing Systems Funds are Available in the Following Accounts: Funding Source Total Split Federal Local GA-90-X343 $587,084 80/20 $469,667.20 $117,416.80 REVIEWED AND APPROVED BY: Procurement. Information Technology. Finance. Law. Administrator. Clerk of Commission Cover Memo Item # 7 AUGUSTA, GEORGIA SWLMA Trapeze Confidential Page 1 of 13 2015 SOFTWARE LICENSE AND MAINTENANCE AGREEMENT Between TRAPEZE SOFTWARE GROUP, INC. dba TripSpark Technologies (“Trapeze” or “TripSpark” or “Vendor”) with its place of business at 5265 Rockwell Dr NE, Cedar Rapids, IA 52402, U.S.A. And AUGUSTA, GEORGIA, a political subdivision of the State of Georgia (“Augusta, Georgia” or “Licensee”) with its principal place of business at 535 Telfair Street, Bldg., 2000 Augusta, Georgia 30901, U.S.A. Notice Information: If intended for TripSpark, to: If intended for Licensee, to: 5800 Explorer Drive, 5th Floor Augusta, Georgia Information Technology Mississauga, Ontario, Canada L4W 5L4 535 Telfair St Building 2000 Contact: Mary Pavela Contact: Tameka Allen Telephone: 1-905-629-8727 Telephone: 706-821-2522 Number of Pages in this Agreement including attached Exhibits: This Agreement, including its Exhibits (Exhibit A, Exhibit B, Exhibit C, and Exhibit D) shall apply in place of and prevail over the previously executed license and maintenance agreements between TripSpark and Licensee, as further described below, and any other preceding or subsequent terms and conditions contained or referred to in any of the Licensee’s purchase orders, correspondence or elsewhere or implied by trade, custom, practice or course of dealing and any purported provisions to the contrary are hereby extinguished or excluded. Without limiting the generality of the foregoing, TripSpark will not be bound by any standard or printed terms produced by Licensee, except as included and set forth in this Agreement. Licensee expressly acknowledges that no provisions, representations, undertakings, agreements, regarding the goods or services to be provided hereunder, have been made, other than those contained in this Agreement. TripSpark acknowledges that this Agreement and any changes to it by amendment, modification, change order or other similar document may have required or may require the legislative authorization of the Board of Commissioners and approval of the Mayor. By mutual agreement between the parties, the following software and license agreements shall terminate in all respects, and shall have no further force or effect after the effective date of this Agreement: (i) Software License Agreement dated September 13, 1999 (“Software License Agreement”) and Software Maintenance Agreement made effective September 13, 1999 (“Software Maintenance Agreement”) for the TripSpark PASS, PASS-SUS Software products; and (ii) Amendment #1 to Software License Agreement made effective January 19, 2010 and Amendment #1 to Software Maintenance Agreement made effective January 19, 2010 for the TripSpark PASS IVR Confirm/Cancel, Call Backs Software; and (iii) Software License and Maintenance Agreement made effective September 19, 2006 for the TripSpark PASS- CERT and MapMaker Software products; and (iv) System Supply and Support Agreement made effective October 8, 2007 (“System Supply and Support Agreement”) for the TripSpark PASS MON and PASS MDC Software products; and (v) Contract Amendment #1 to System Supply and Support Agreement made effective March 31, 2008 to decrease number of MDC hardware units, by five (5). Attachment number 1 \nPage 1 of 13 Item # 7 AUGUSTA, GEORGIA SWLMA Trapeze Confidential Page 2 of 13 2015 (vi) Any and all work orders entered into betweent he parties for services relalted to the Software identified in Exhibit A. Signed for and on behalf of Trapeze Software Group, Inc Signed for and on behalf of Augusta, Georgia: By: By: Print Name: Print Name: Hardie Davis, Jr.: Title: Mayor Date: Date: Attest: __________________________________________ Print Name: Lena Bonner, Clerk of Commission Date: ___________________________________________ [AGREEMENT CONTINUES ON SUCCEEDING PAGES] NOW THEREFORE, the parties agree as follows: 1. Definitions In this Agreement the capitalized words set out below will have the following meanings: “Agreement” this Software License and Maintenance Agreement effectively made between TripSpark and Licensee, and the attached exhibits, all of which form an integral part of this Agreement; “Confidential Information” all information obtained by the parties from each other under this Agreement, but does not include any information which at the time of disclosure is generally known by the public. Attachment number 1 \nPage 2 of 13 Item # 7 AUGUSTA, GEORGIA SWLMA Trapeze Confidential Page 3 of 13 2015 “Documentation” the user documentation and training materials pertaining to the Software as supplied by TripSpark; “Software” the certain software as identified in Exhibit A of this Agreement; “Statement of Work” the specifications for the Software and Services to be provided by TripSpark and the Licensee, attached hereto as Exhibit C. “Trade Secrets” the Software, Documentation, and other related information (including all modifications of the Software developed for Licensee) disclosed to Licensee under this Agreement, including trade secrets and other confidential and proprietary information of TripSpark; “Upgrades” generic enhancements to the Software that TripSpark generally makes available as part of its long term software support program. 2. Software License In consideration of payments to be made by Licensee to TripSpark as set out below, TripSpark agrees as follows: (a) TripSpark hereby grants to Licensee a personal, non-transferable, non-exclusive license to use a production copy of the object code version of the Software in the form supplied by TripSpark and on hardware approved by TripSpark as of the License Date referred to in Exhibit A, restricted to the places of business of the Licensee, for the Licensee’s own operations, in accordance with the operational characteristics described in Exhibit A. (b) TripSpark hereby grants to Licensee a personal, non-transferable, non-exclusive license to use the Documentation, but only a required to exercise the license granted herein. (c) Licensee may make one back-up copy of the Software for use in the test environment and one copy of the Software for use in a development environment. Licensee may use the production copy of the Software solely to process Licensee’s own data, and the Software may not be used on a service bureau or similar basis to process data of others. (d) The license to use the TripSpark Transit Database is granted to Licensee solely for the development of internal reports by Licensee and for the integrated operation of TripSpark software components. Unless expressly included herein, all other access rights to the TripSpark Transit Database are excluded from this Agreement, and the Licensee shall not develop or use, or authorize the development or use of, any other interfaces to or from the TripSpark Transit Database. (e) Other than the rights of use expressly conferred upon Licensee by this paragraph, Licensee shall have no further rights to use the Software or the Documentation, and shall not copy, reproduce, modify, adapt, reverse engineer, disassemble or translate them, without the express written authority of TripSpark. 3. Software Services In accordance with the terms of Exhibit B, TripSpark will perform services related to Licensee’s use of the Software (the “Services”). Such services may include installation, modification, testing, training and additional services. 4. Software Acceptance Upon completing the delivery, installation, and testing of the individual Software, TripSpark will notify Licensee in writing. Licensee will then have twenty (20) business days in which to conduct acceptance tests in order to ensure that the individual Software application operates in all material respects as specified in the Documentation. At the end of this period, Licensee will be deemed to accept the Software unless TripSpark receives prior written notice outlining the nature of the perceived defects in the Software. Notwithstanding the above, Licensee will be deemed to accept the Software on the earlier of operational and functional use of the individual Software component in production. The Software will be deemed to be in operational and functional use when the Licensee first uses the Software to support its then current operations in any capacity. Upon the deemed acceptance of the Software in accordance with this paragraph, Licensee will provide TripSpark with a written acknowledgement to confirm such acceptance. Attachment number 1 \nPage 3 of 13 Item # 7 AUGUSTA, GEORGIA SWLMA Trapeze Confidential Page 4 of 13 2015 5. Software Warranty TripSpark warrants that it holds title to all Software licensed and delivered pursuant to this Agreement. TripSpark further warrants that it has full power and authority to grant to the Licensee the rights set forth in this Agreement and that neither the performance of the services by TripSpark nor the use by the Licensee of the Software, or any portion thereof, will in any manner constitute an infringement or other violation of any ownership, claim, copyright, trade secret, trademark, patent, invention, proprietary information, nondisclosure, or other rights of any third party. No warranty is provided by TripSpark with respect to any third party licensed products. Separate warranties may be available from the developer, distributor, or publisher of the licensed products. The foregoing warranty is in lieu of all other warranties or conditions express or implied, including but not limited to any implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose and any other warranties arising by statute or otherwise in law or from the course of dealing or usage of trade. TripSpark does not represent or warrant that this Software will meet all of Licensee’s particular requirements, or that the operation of the Software will operate 100% error-free or uninterrupted, or that all program errors in the Software can be found in order to be corrected. 6. Software Maintenance During any warranty period and for any annual support period for which maintenance fees have been paid in full by Licensee: (a) TripSpark will maintain the Software so that it operates in conformity in all material respects with the descriptions and specifications for the Software set forth in the Documentation; (b) in the event that Licensee detects any errors or defects in the Software, TripSpark will provide reasonable support services through a telephone software support line from Monday to Friday, 8 am to 5 pm EST (Except North American holidays) and access to a twenty-four hour emergency phone line. Upon registration by Licensee, TripSpark will also provide Licensee with access to its software support website, and; (c) TripSpark will post notices of available Upgrades of the Software on its website and copies of the release notes for download. TripSpark will provide Licensee with Upgrades of the Software at no additional license fee charge. 7. Payment Upon execution of this Agreement, Licensee will issue a Purchase Order to TripSpark, for the Software license fees, service fees, and related expenses as set out in Exhibit B, attached hereto. TripSpark will invoice Licensee for the Software license fees and services fees as set out in and according to Exhibit B. TripSpark will invoice Licensee monthly for the Services provided, in accordance with Exhibit B. The total amounts due for all service fees, modifications fees, and expenses are firm fixed amounts and will be invoiced on that basis. The Purchase Order shall be governed exclusively by the terms and conditions of this Agreement. Commencing upon completion of the warranty period for each Software application, Licensee shall pay annual maintenance fees to TripSpark as provided in Exhibit B (the “Maintenance Fee”), attached hereto. This fee shall be subject to change as set out in Exhibit B. Licensee shall issue a Purchase Order annually specifying the amount set forth in the TripSpark invoice for maintenance services, and the Purchase Order shall be governed by the terms and conditions of this Agreement. Licensee shall pay invoices within thirty (30) days of receipt. In the event of an invoice dispute, Licensee shall have ten (10) business days from date of receipt of invoice to advise TripSpark of the reasons for disputing the invoice in question. If TripSpark has not received such notification within such time frame, the invoice in question shall be deemed accepted by Licensee. Overdue undisputed payments will not bear interest. Licensee 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 Licensee has a tax exemption certificate, a copy of the certificate must be provided to TripSpark upon signing of this Agreement to avoid payment of the applicable tax to TripSpark. 8. Trade Secrets and Confidential Information Licensee acknowledges that any Trade Secrets or Confidential Information disclosed to Licensee pursuant to this Agreement are owned by TripSpark and include trade secrets and other confidential and proprietary information of TripSpark. Licensee shall maintain in confidence and not disclose the same, directly or indirectly, to any third party without TripSpark’s prior written consent. Licensee further acknowledges that a breach of this Section would cause irreparable harm to TripSpark for which money damages would be inadequate and would entitle TripSpark to injunctive relief and to such other remedies as may be provided by law. Attachment number 1 \nPage 4 of 13 Item # 7 AUGUSTA, GEORGIA SWLMA Trapeze Confidential Page 5 of 13 2015 9. Media and Publication Upon reasonable notice and consultation with the Licensee, 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 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 of the other party. 10. Force Majeure Neither party to this Agreement shall be liable to the other party hereto for loss or damage arising out of any delay or failure by such party in performing its obligations hereunder, except the making of payments due hereunder, if such delay or failure was the unavoidable consequence of a natural disaster, exercise of governmental power, strike or other labor disturbance, war, revolution, embargo, insurrection, operation of military forces, or other event or condition beyond the control of such party, provided that such party notifies the other party of its inability to perform and the reasons therefor, with reasonable promptness, and performs its obligations hereunder as soon as circumstances permit. 11. Remote Access Upon request, Licensee shall provide TripSpark with the right to establish a remote connection to Licensee’s computer(s) on which the Software is installed, so as to enable TripSpark to monitor the operation of the Software. Access is subject to the conditions of the Augusta, Georgia Vendor Access Agreement, attached as Exhibit E, and shall be granted only if TripSpark has signed said Agreement. 12. Intellectual Property Indemnification In the event of an intellectual property infringement claim by a third party, TripSpark will defend Licensee in respect of any such claims based on the claim that the Software infringes the intellectual property rights of that third party. TripSpark will pay any award rendered against Licensee by a court of competent jurisdiction in such action, provided that Licensee gives TripSpark prompt notice of the claim and TripSpark is permitted to have full and exclusive control of any defense. If all or any part of the Software becomes, or in TripSpark’s opinion is likely to become, the subject of such a claim, TripSpark may either modify the Software to make it non-infringing or terminate this Agreement as it relates to the infringing portion of the Software. This is TripSpark’s entire liability concerning intellectual property infringement. TripSpark will not be liable for any infringement or claim based upon any modification of the Software developed by Licensee or any other third party, or use of the Software in combination with software or other technology not supplied or approved in advance by TripSpark, or use of the Software contrary to this Agreement or the Documentation. 13. Limitation of Liability (a) TripSpark and Licensee 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 Licensee for breach of warranty is for breach of contract under the terms of this Agreement. This does not preclude a claim for fraud. (b) TripSpark 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. TripSpark shall not be responsible for any claims, damages, costs or losses whatsoever arising out of or in any way related to Licensee’s connection to or use of the internet. (c) TripSpark will not be liable to Licensee or any third party for any claims, expenses, damages, costs or losses whatsoever arising out of or in any way related to: (d) Licensee’s use of map or geographical data, owned by Licensee or any third party, in conjunction with the Software or otherwise; or (e) Licensee’s use of the Software insofar as such Software 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. (f) TripSpark’s 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 Software (whether or not in the manner permitted by this Agreement) including claims for breach of contract, tort, misrepresentation, or otherwise, or the development, modification Attachment number 1 \nPage 5 of 13 Item # 7 AUGUSTA, GEORGIA SWLMA Trapeze Confidential Page 6 of 13 2015 or maintenance of the Software will be absolutely limited to the amount of the licensee fees paid for the Software product that is the subject of a claim. (g) TripSpark will not be liable to the Licensee or any third party for losses or damages suffered by Licensee or any third party which fall within the following categories: i) incidental or consequential damages, whether foreseeable or not; ii) special damages even if TripSpark 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. (h) Paragraph (f) does not apply to claims arising out of death or personal injury caused by either party’s gross negligence, willful misconduct or fraudulent misrepresentation. 14. Termination The license granted by this Agreement is effective until terminated. (a) Either party may terminate this Agreement if the other party is in material breach 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 material breaches under this Agreement: (i) Licensee fails to pay any amount when due hereunder; (ii) Licensee becomes insolvent or any proceedings will be commenced by or against Licensee under any bankruptcy, insolvency or similar laws. (b) If Licensee develops software that is competitive with the Software, or Licensee is acquired by or acquires an interest in a competitor of TripSpark, TripSpark shall have the right to terminate this Agreement immediately. (c) Either party may terminate for convenience with ninety (90) days written notice. (d) In the event Licensee terminates this Agreement for any reason, Licensee shall pay TripSpark for all license fees and service fees then due, and all costs incurred up to and including the date of termination. (e) If this Agreement is terminated, Licensee will immediately return to TripSpark all copies of the Software, the Documentation and other materials provided to Licensee pursuant to this Agreement and will certify in writing to TripSpark that all copies or partial copies of the Software, the Documentation and such other materials have been returned to TripSpark or destroyed. 15. Assignment This Agreement, or any of the rights or obligations of TripSpark created herein, may be assigned by TripSpark with Licensee’s written consent, which consent shall not be unreasonably withheld, but this Agreement is for the sole benefit of Licensee and may not be assigned by Licensee without the express written consent of TripSpark. Notwithstanding anything to the contrary under this Section 15, in the event of an assignment or novation of this final Agreement to a TripSpark affiliate pursuant to a corporate reorganization, TripSpark shall not require Licensee’s consent. 16. Applicable Law and Venues The laws of the State of Georgia shall govern the agreement between Licensee and TripSpark with regard to its interpretation and performance, and any other claims related to this Agreement. All claims, disputes and other matters in question between Licensee and TripSpark arising out of or relating to the Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. 17. Survival The parties hereto agree that any provisions of this Agreement requiring performance or fulfilment by either party after the termination of this Agreement shall survive such termination. 18. Severability If any provision of this Agreement is declared or found to be illegal, unenforceable or void, then both parties shall be relieved of all obligations arising under such provision, but only to the extent that such provision is illegal, unenforceable or void and does not relate to the payments to be made to TripSpark. If the remainder of this Agreement, as the case may be, shall not be affected by such declaration or finding and is capable of substantial performance, then each provision not so affected shall be enforced to the extent permitted by law. Attachment number 1 \nPage 6 of 13 Item # 7 AUGUSTA, GEORGIA SWLMA Trapeze Confidential Page 7 of 13 2015 19. Notices All notices hereunder shall be in writing and shall be duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, to the respective addresses of the parties appearing on page one of this Agreement. Any notice given shall be deemed to have been received on the date, which it is delivered if delivered personally, or, if mailed, on the fifth business day next following the mailing thereof. Either party may change its address for notices by giving notice of such change as required in this section. 20. Audits TripSpark may perform audit(s) on the use of the Software and Documentation upon giving Licensee written notice of at least five (5) business days. Licensee agrees to make the necessary operational records, databases, equipment, employees and facilities available to TripSpark for the audit(s). The purpose of the audit will be to verify compliance with the terms and conditions of this Agreement. 21. Insurance Requirements TripSpark shall provide, at all times that this Agreement is in effect, insurance with limits of not less than: A. Workmen’s Compensation Insurance – in accordance with the laws of the State of Georgia. B. General Liability Insurance – in an amount of not less than One Million ($1,000,000) Dollars for injuries, including those resulting in death to any one person, and in an amount of not less than One Million ($1,000,000) Dollars on account of any one occurrence. C. Property Damage Insurance – in an amount of not less than One Million ($1,000,000) Dollars from damages on account of an occurrence, with an aggregate limit of One Million ($1,000,000) Dollars. D. Professional Liability Insurance – in an amount of not less than One Million ($1,000,000) Dollars or an amount that correlates to the aggregate fee on the project should it exceed $1,000,000. Licensee will be named as an additional insured with respect to TripSpark’s liabilities hereunder in insurance coverage’s identified in items B and C. 22. Temporary Stoppage of Work To the extent that it does not alter the scope of this Agreement, Licensee may unilaterally order a temporary stopping of the work or delaying of the work to be performed by TripSpark under this Agreement Such stoppage or delay may cause Licensee to be subject ot payment of additional fees to TripSpark. 23. Prohibition on Contingent Fees TripSpark can confirm that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by TripSpark for the purpose of securing business. For breach or violation of this warranty, Licensee shall have the right seek available legal remedies 24. Prompt Payment Act The terms of this Agreement supersede any and all provisions of the Georgia Prompt Payment Act. 25. Right to Inspect Licensee may, at reasonable times and with reasonable access, inspect the part of the plant, place of business, or work site of TripSpark or any subcontractor of TripSpark or subunit thereof which is pertinent to the performance of any contract awarded or to be awarded by Licensee. 28. Local Small Business Reporting In accordance with Chapter 10B of the AUGUSTA, GA. CODE and to the extent commercially viable to TripSpark to utilize a local small business TripSpark expressly agrees to collect and maintain all records necessary to for Licensee to evaluate the effectiveness of its Local Small Business Opportunity Program and to make such records available to Licensee. The requirements of the Local Small Business Opportunity Program can be found at www.augustaga.gov. In accordance with AUGUSTA, GA. CODE § 1-10-129(d)(7), for all contracts where a local small business goal has been established and identified specifically under this Agreement, the contractor is required to provide local small business utilization reports. TripSpark shall report to Licensee the total dollars paid to each local small business on each contract, and shall provide such payment affidavits, regarding payment to subcontractors as may be requested by Augusta, Georgia. Such documents shall be in the format specified by the Director of minority and small business opportunities, and shall be submitted Attachment number 1 \nPage 7 of 13 Item # 7 AUGUSTA, GEORGIA SWLMA Trapeze Confidential Page 8 of 13 2015 at such times as required by Licensee. Failure to provide such reports within the time period specified by Licensee shall entitle Licensee to exercise any available legal remedies. Attachment number 1 \nPage 8 of 13 Item # 7 AUGUSTA, GEORGIA SWLMA Trapeze Confidential Page 9 of 13 2015 EXHIBIT A Item Software Product Description License Date 1. TripSpark PASS Paratransit Scheduling and Dispatch Effective date of this Agreement 2. TripSpark PASS SUS Suspension Management Effective date of this Agreement 3. TripSpark PASS IVR Confirm/Cancel, CallBacks Call-In and Call- out for Confirming and Cancelling Upcoming Trips Effective date of this Agreement 4. TripSpark PASS- CERT Certifications Management Effective date of this Agreement 5. TripSpark MapMaker GIS Mapping Effective date of this Agreement 6. TripSpark PASS MON Interface between vehicle and back office Effective date of this Agreement 7. TripSpark PASS MDC In Vehicle application Effective date of this Agreement 8. TripSpark Transit Database Base Effective date of this Agreement Notes: 1. Licenses are provided for Licensee’s operations of up to three hundred and ninenty nine (399) booked trips per day with five (5) workstations for TripSpark PASS, PASS SUS and MapMaker Software products, up to one hundred and seventy three (173) booked trips per day for TripSpark PASS IVR Confirm/Cancel, CallBacks Software products, up to five thousand (5,000) registered clients for TripSpark PASS-CERT Software, and up to ten (10) paratransit vehicles for TripSpark PASS MON and PASS MDC Software products. 2. Third Party Runtime licenses, if required to operate the TripSpark Software, are not included. 3. Proposed software solution is designed for the Windows operating environments, with an ODBC database infrastructure (the Transit Database) designed by and proprietary to TripSpark, as applicable. 4. Except as may be specifically required in the Agreement, the Licensee 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 TripSpark. Licenses for additional local or remote workstations may be purchased at the then current rates. Attachment number 1 \nPage 9 of 13 Item # 7 AUGUSTA, GEORGIA SWLMA Trapeze Confidential Page 10 of 13 2015 EXHIBIT B Maintenance Support Fees Item Software Coverage Period Maintenance Fee 1. TripSpark PASS January 1, 2016 to December 31, 2016 $13,600.00 2. TripSpark PASS SUS January 1, 2016 to December 31, 2016 $2,400.00 3. TripSpark PASS IVR Confirm/Cancel, CallBacks January 1, 2016 to December 31, 2016 $12,000.00 4. TripSpark PASS- CERT January 1, 2016 to December 31, 2016 $4,220.00 5. TripSpark PASS MON January 1, 2016 to December 31, 2016 $4,725.00 6. TripSpark PASS MDC January 1, 2016 to December 31, 2016 $750.00 Note: The above identified Software maintenance fees correspond to the time frame of January 1, 2016 to December 31, 2016, only. For all subsequent maintenance support annaul renewals, Software maintenance fees shall be subject to TripSpark’s then current pricing. Attachment number 1 \nPage 10 of 13 Item # 7 AUGUSTA, GEORGIA SWLMA Trapeze Confidential Page 11 of 13 2015 EXHIBIT C As applicable Attachment number 1 \nPage 11 of 13 Item # 7 AUGUSTA, GEORGIA SWLMA Trapeze Confidential Page 12 of 13 2015 Exhibit D: Vendor Remote Network Access Policy and Procedures Purpose The purpose of this policy is to ensure that a secure method of connectivity is provided between Augusta and the vendor and to provide guidelines for the use of the network and computing resources associated with the remote connectivity in order to ensure the safety, integrity, and operability of Augusta Information Systems. Scope This policy applies to all Augusta systems, application and/or servers/devices requiring support by external vendors on behalf of Augusta. Definitions A Virtual Private Network (VPN) provides a secure network connection over the Internet between an individual and a private network (164 bit encryption). By utilizing the public Internet for data transport, VPN provides a low cost solution to remote access or connectivity. Policy A. Vendor Remote Access Request and Approvals All requests for remote access for vendors must be made in advance through the Project Leader responsible for the vendor. It is the Project Leader’s responsibility to ensure that the vendor has provided all of the required information in the proper format. All vendor remote access requests must first have the Assistant Director of the Business Application Services signature for approval as well as the Director of Information Technology. As part of the request and approval process, the technical and administrative contact within the vendor’s organization or someone at a higher level within the company will be required to read and sign the VPN Access policy form and any additional documents, such as the Augusta Non-Disclosure Agreement. Once Vendor Remote Access has been approved, it is valid until changes in this policy or technology make it necessary, in Augusta’s estimation, to require a new form to be filed. Remote Access will only be available to Vendors that have signed Annual Support and Maintenance Contracts with Augusta. B. Connectivity 1. The vendor will be required to use Augusta’s standard method for connecting to the network. The current standard method is Cisco’s VPN client. 2. The vendor will be given a unique user ID and password to authenticate the VPN access. The password may be subject to regular changes. 3. Only one person may be connected to the VPN at any given time. 4. Access will be restricted to only the servers located in IT that were approved for the vendor. 5. Access will be restricted to only the ports necessary for connectivity. 6. Access will not be open 24/7. The vendor must request access every time it is necessary and only during business hours of 8:30am – 5:00pm EST. Access outside of these hours may be requested but will need additional approval and will be handled on a case by case situation. C. Vendor Request Process 1. The vendor will contact the Project Leader to request access. 2. The Project Leader is responsible for logging the request for access and justification in the change control log. 3. The Project Leader will document reason for access and email Firewall Administrators to have the VPN opened. 4. A firewall administrator will open the VPN and notify the Project Leader via email that it has been opened. 5. Once the vendor has completed their work and the application has been tested, they will notify the Project Leader that the work is complete. D. Network Security 1. Vendor will allow only the vendor’s employees approved in advance by Augusta to access the network connection. Vendor shall be solely responsible for ensuring that Authorized Vendor Employees are not security risks, and upon Attachment number 1 \nPage 12 of 13 Item # 7 AUGUSTA, GEORGIA SWLMA Trapeze Confidential Page 13 of 13 2015 Augusta’s request, Vendor will provide Augusta with any information reasonably necessary for Augusta to evaluate security issues relating to any Authorized Vendor Employee. 2. Vendor will promptly notify Augusta whenever any Authorized Vendor Employee leaves the Vendor’s employ or no longer requires access to the Network Connection. 3. Each party will be solely responsible for the selection, implementation and maintenance of security procedures and policies that are sufficient to ensure that (a) such party’s use of the Network Connection is secure and is used only for authorized purposes, and (b) such party’s business records and data are protected against improper access, use, loss, alteration or destruction. 4. Vendor shall notify Augusta in writing promptly upon a change in the user base for the work performed over the Network Connection or whenever in vendor’s opinion a change in the connection and/or functional requirements of the Network Connection is necessary. E. Protection of Augusta Private Information and Resources The Augusta network support group responsible for the installation and configuration of a specific vendor connection must ensure that all possible measures have been taken to protect the integrity and privacy of Augusta confidential information. At no time should Augusta rely on access/authorization control mechanisms at the vendor’s site to protect or prohibit access to Augusta confidential information. Augusta shall not have any responsibility for ensuring the protection of vendor information. The vendor shall be entirely responsible for providing the appropriate security measures to ensure protection of their private internal network and information. F. Audit and Review of Vendor Network Connections All aspects of the vendor network connections up to, but not including Augusta firewall, will be monitored by the appropriate IT staff. Where possible automated tools will be used to audit tasks. Monthly reports should be generated on the authentication database showing the specific login entries. All vendor network connections will be reviewed on a quarterly basis and information regarding specific vendor network connection will be updated as necessary. Obsolete vendor network connections will be terminated following confirmation with the Project Leader that the connection is indeed obsolete. G. Augusta IT Security Augusta IT Security has the responsibility for maintaining related policies and standards. IT Security will also provide advice and assistance regarding judgment calls, and will facilitate information gathering in order to make a correct decision. H. Enforcement Any vendor found in violation of this policy will be subject to, but not limited to, loss of VPN privileges and other action up to and including dissolution of contract and/or legal action if Augusta systems are compromised. I. Delays by Augusta Vendor won’t be held responsible for delays addressing an issue that are the result of delays from Augusta personnel or processes granting permission and the required access needed to investigate or fix the issue. Access to Augusta’s systems are required for multiple reasons and delays in providing access will result in additional delays by Vendor diagnosing and addressing issues. Vendor Signature SIGNATURE Date Attachment number 1 \nPage 13 of 13 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 1 of 32 SOFTWARE LICENSE AND MAINTENANCE AGREEMENT AMENDMENT #1 THIS AMENDMENT is made effective this _____ day of __________ 2016 between: 1. TRAPEZE SOFTWARE GROUP, INC. d.b.a. TripSpark Technologies with its place of business at 5265 Rockwell Dr NE, Cedar Rapids, IA 52402 (“Trapeze” or “TripSpark”); and 2. AUGUSTA, GEORGIA, a political subdivision of the State of Georgia with its principal place of business at 535 Telfair Street, Bldg., 2000 Augusta, Georgia 30901 (“Licensee”). WHEREAS TripSpark and Licensee intend to amend the Software License and Maintenance Agreement made effective ____________________ (the “Agreement") in order to add eight (8) TripSpark Ranger 4 (Paratransit) hardware units. twenty one (21) TripSpark Ranger 4 (Fixed Route) hardware units, twenty one (21) T-Box Annunciator hardware units (“TripSpark Equipment”), twenty nine (29) third party hardware mounts, forty two (42) (one for each bus door) third party APC sensors, twenty one (21) third party in vehicle variable message signs (“Third Party Hardware”), TripSpark Mobile (Paratransit), TripSpark XGate (Paratransit), TripSpark XMobile Manager, TripSpark Fast NAV (Paratransit), TripSpark XGate Server License, TripSpark XMobile Manager Server License, TripSpark Streets CAD/AVL, TripSpark Mobility (Fixed Route), TripSpark XGate (Fixed Route), TripSpark XMobile Manager (Fixed Route), TripSpark Headsign Integration, TripSpark MyRide, TripSpark T-Box Annunciator, and TripSpark GFI Integration Software products under the scope of the Agreement. NOW THEREFORE TripSpark and Licensee agree as follows: 1. Amendment to the Agreement (a) The parties agree to the addition of TripSpark Mobile (Paratransit), TripSpark XGate (Paratransit), TripSpark XMobile Manager, TripSpark Fast NAV (Paratransit), TripSpark XGate Server License, TripSpark XMobile Manager Server License, TripSpark Streets CAD/AVL, TripSpark Mobility (Fixed Route), TripSpark XGate (Fixed Route), TripSpark XMobile Manager (Fixed Route), TripSpark Headsign Integration, TripSpark MyRide, TripSpark T-Box Annunciator, and TripSpark GFI Integration Software products to the scope of the Agreement. Exhibit A-1, attached hereto, is therefore added to and incorporated within the terms of the original Exhibit A of the Agreement. (b) The parties agree to add TripSpark Equipment units and Third Party Hardware units to the scope of the Agreement, as identified in Exhibit D-1, attached hereto. (c) The parties agree that the TripSpark Equipment fees, Third Party Hardware fees, TripSpark Mobile (Paratransit), TripSpark XGate (Paratransit), TripSpark XMobile Manager, TripSpark Fast NAV (Paratransit), TripSpark XGate Server License, TripSpark XMobile Manager Server License, TripSpark Streets CAD/AVL, TripSpark Mobility (Fixed Route), TripSpark XGate (Fixed Route), TripSpark XMobile Manager (Fixed Route), TripSpark Headsign Integration, TripSpark MyRide, TripSpark T-Box Annunciator, and TripSpark GFI Integration Software products’ license fees, services’ fees, shipping fees, and extended warranty fees for TripSpark Equipment shall be due and payable in accordance with Exhibit B-1, attached hereto. (d) The parties agree the definition of “Documentation” shall be expanded to include TripSpark Equipment. (e) The parties agree the implementation services will be executed by TripSpark pursuant to the Statement of Work, attached hereto as Exhibit C-1. Attachment number 2 \nPage 1 of 32 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 2 of 32 (f) The parties acknowledge and agree, the TripSpark Equipment may include, but not be limited to, software licensed to TripSpark by: (i) Microsoft® Corporation. (software applicable to the use of the Windows CE base operating system on the Ranger); (ii) HERE MAP, territory-specific geographic/map data consisting of data for the North America Territory; (iii) Telogis, Inc. (Geobase™ mapping technology software); (iv) Yellowfin International Pty Ltd. (“Yellowfin”); (v) Nuance/Loquendo S.p.A., (Text to Speech Software). (g) The terms and restrictions of TripSpark’s software license grants will apply to the use of the third party software identified above and the licensors of such software are third party beneficiaries of the rights granted under those terms. If required, TripSpark shall enter into a separate end-user-license agreement depending on the product(s) procured. TripSpark may only transfer any embedded software product with the TripSpark Equipment in accordance with the terms and conditions of this Agreement. (h) The following provisions shall replace Section 4 (“Software Acceptance”) of the Agreement, in its entirety and shall govern acceptance of TripSpark Equipment, Third Party Hardware, TripSpark Mobile (Paratransit), TripSpark XGate (Paratransit), TripSpark XMobile Manager, TripSpark Fast NAV (Paratransit), TripSpark XGate Server License, TripSpark XMobile Manager Server License, TripSpark Streets CAD/AVL, TripSpark Mobility (Fixed Route), TripSpark XGate (Fixed Route), TripSpark XMobile Manager (Fixed Route), TripSpark Headsign Integration, TripSpark MyRide, TripSpark T-Box Annunciator, and TripSpark GFI Integration Software products (“System Acceptance”): Upon completing the delivery, installation, and testing of the TripSpark Software and TripSpark Equipment (collectively “the System”) on the individual pilot fleet of five (5) fixed route vehicles and five (5) paratransit vehicles as further described under the Statement of Work, attached hereto as Exhibit C-1, TripSpark will notify Licensee in writing TripSpark will notify Licensee in writing. Licensee will then have twenty (20) business days in which to conduct acceptance tests in order to ensure that the System operates in all material respects as specified in the Documentation. At the end of this period, Licensee will be deemed to accept the System unless TripSpark receives prior written notice of defects in the System. Notwithstanding the above, Licensee will be deemed to accept the System when the Licensee puts any part of the System into operational and functional use. The Software will be deemed to be in operational and functional use when the Licensee first uses any part of the System to support its then current operations in any capacity. Upon the deemed acceptance of the System in accordance with this paragraph, Licensee will provide TripSpark with a written acknowledgement to confirm such acceptance. (i) The parties agree the following provisions shall be added to Section 5 of the Agreement, the following provisions shall govern warranty for the TripSpark Equipment units only: TripSpark agrees to repair or replace at its discretion, without charge, any such TripSpark Equipment, which are defective as to design, workmanship or material, and which is returned to TripSpark at its factory, transportation prepaid, provided: (i) notice of the claimed defect is given to TripSpark within ninety (90) calendar days from date of installation of the individual TripSpark Equipment, and the TripSpark Equipment is returned in accordance with TripSpark’s instructions; (ii) such TripSpark Equipment shall not be deemed to be defective if, due to exposure to any condition in excess of those published in the product specification, it shall fail to operate in a normal manner; (iii) TripSpark’s obligations with respect to such TripSpark Equipment are conditioned upon the proper installation and operation of such TripSpark Equipment by Licensee in accordance with TripSpark’s written directions; and (iv) the warranty stated in this section shall be void if such TripSpark Equipment is Attachment number 2 \nPage 2 of 32 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 3 of 32 altered or repair is attempted or made by other than TripSpark or TripSpark’s authorized service center. No warranty is provided by TripSpark with respect to the TripSpark Software or any third party licensed, hardware, including Third Party Hardware products. Separate warranties may be available from the third party developer, distributor or publisher. Licensee agrees to pay for all service expenses not covered by this warranty at TripSpark’s then current standard service rates. For clarity the remaining provisions of Section 5 (“Warranty”) remain unchanged. (j) The parties agree the following provisions shall be added to the scope of the Agreement, and shall govern TripSpark Equipment maintenance support during warranty and extended warranty periods: For the purposes of this Amendment #1 the following definitions apply: “Rogue Unit”: TripSpark Equipment that exhibits a recurring problem subject to the following: (i) the undesired symptom reported is the same for three (3) sequential removals, and (ii) the undesired interval is seven (7) operating days or less; “Turnaround Time”: Commences on the date of receipt by TripSpark’s Service Center, and continues to the date of shipment back to Licensee: No Fault Found ("NFF") / No Trouble Found ("NTF"): TripSpark Equipment which requires no repair, replacement or adjustment by TripSpark in order to return it to a serviceable level in accordance with subsection (iv) below; Commencing upon the delivery of TripSpark Equipment and continuing for the duration of initial warranty period as described in Section (i) hereunder, and subject to purchase of extended warranty by Licensee as outlined in Exhibit B-1, attached hereto, TripSpark agrees to provide the following maintenance and support services: (i) TripSpark will maintain the TripSpark Equipment so that it operates in conformity, in all material respects, with the descriptions and specifications for the TripSpark Equipment set out in the Documentation at the time of this Amendment #1; (ii) TripSpark shall send Licensee mailings regarding any available Updates and Upgrades of the TripSpark Equipment; (iii) TripSpark shall provide phone support to Licensee’s authorized callers to assist with troubleshooting of installation, configuration, and operational problems of covered TripSpark Equipment; (iv) Licensee shall send all TripSpark Equipment covered by this Amendment #1 directly to the designated TripSpark Service Center outlined in the Return Materials Authorization ("RMA") Request Process, Exhibit E-1, attached hereto. Upon repair, TripSpark shall return the TripSpark Equipment to Licensee’s designated receiving facility, or other locations as designated by Licensee’s applicable Return Order. Cost of shipping to the designated TripSpark Service Center shall be borne by Licensee. Cost of shipping the repaired TripSpark Equipment to the Licensee’s facilities shall be borne by TripSpark unless the TripSpark Equipment is deemed NFF / NTF. TripSpark Equipment returned for repair under this Amendment #1 and subsequently determined by TripSpark to be NTF or NFF or upon warranty or extended warranty expiry is subject to the Time and Material pricing contained in Summary of Pricing. TripSpark reserves the right to substitute functionally equivalent parts for those parts returned to TripSpark for repair. TripSpark will use commercially reasonable efforts to obtain equally functional equivalent parts. Notwithstanding anything to the contrary herein, should equally functional equivalent parts not be available, Licensee acknowledges and agrees that TripSpark will have no further obligation to support the TripSpark Equipment and Licensee shall be obligated to pay to TripSpark bench fees at the then current TripSpark pricing. The bench fee amount applies to the services performed by TripSpark for testing and assessment of TripSpark Equipment issues whether or not TripSpark Equipment parts are available as described hereunder and whether or not Licensee chooses to replace parts as advised by TripSpark. Attachment number 2 \nPage 3 of 32 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 4 of 32 (v) TripSpark will make commercially reasonable efforts to meet a Turnaround Time of thirty (30) calendar days for TripSpark Equipment listed in Exhibit C-1, attached hereto, which is returned to TripSpark in accordance with Exhibit E-1, attached hereto; (vi) TripSpark shall apply special testing and repair to any Rogue Unit at no additional charge to Licensee. Any special testing and repair shall not be subject to the Turnaround Time specified in subsection (v) above; and (vii) TripSpark may issue Service Notifications indicating recommended or mandatory changes to the TripSpark Equipment and Software covered under this Amendment #1. (viii) Prior to delivery to TripSpark of TripSpark Equipment to be repaired, Licensee shall provide TripSpark with a return order, which shall include the following information: (1) Date of performance anomaly; (2) Vehicle Number; (3) Detailed system description of performance anomaly; (4) Type number, part number, and serial number of the TripSpark Equipment; (5) Licensee Return / Repair Order Number; and, (6) Ship To address and Contact Name for return of TripSpark Equipment to Licensee; (k) The parties agree the following provisions shall be added to the scope of the Agreement: The parties agree that the maintenance services shall not apply to include maintenance of Third Party Equipment, and TripSpark shall be under no obligation to provide any maintenance services to the Licensee with respect to any all third party products, including but not limited to third party software. 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 TripSpark Software or the TripSpark Equipment which are caused by the actions or omissions of the Licensee, its employees, contractors or vehicle riders. In the event that TripSpark Equipment and Software is subjected to any of the conditions below by Licensee or any third parties, such TripSpark Equipment and Software shall be excluded from maintenance service coverage. a. TripSpark Equipment or TripSpark Software subjected to carelessness or negligence; b. TripSpark Equipment or TripSpark Software subjected to cannibalization or vandalism; c. TripSpark Equipment or TripSpark Software subjected to alteration or repair in a manner which conflicts with TripSpark’s written repair procedures, specifications, and license terms; d. TripSpark Equipment or TripSpark Software subjected to inadequate packing, storage or handling; e. TripSpark Equipment or TripSpark Software subjected to fire, wind, flood, leakage, collapse, lightning, explosion, or other Acts of God, including but not limited to acts of war (declared or undeclared), terrorism, or the public enemy; and f. TripSpark Software altered as a result of third party service bulletins. TripSpark does not represent or warrant that (a) the TripSpark Equipment or TripSpark Software shall meet any or all of Licensee’s particular requirements; or (b) the operation of the TripSpark Equipment or TripSpark Software shall be error-free or uninterrupted. For clarity all provision of Section 6 of the Agreement (Software Maintenance) remain unchanged. Attachment number 2 \nPage 4 of 32 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 5 of 32 (l) The Agreement as modified by this Amendment #1 constitutes the sole and entire agreement of the parties as to the subject matter set forth and supercedes any previous agreements, understandings, and arrangements between the parties relating to such subject matter. IN WITNESS WHEREOF, the parties have caused this Amendment #1 to be signed by their duly authorized representatives as of the date above. TRAPEZE SOFTWARE GROUP, INC. AUGUSTA, GEORGIA By: _____________________________ By: _______________________________ Name: Name: Title: Title: _______________________________ Attachment number 2 \nPage 5 of 32 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 6 of 32 EXHIBIT A-1 Software Licenses Item TripSpark Software Application Description Configuration License Date 1. TripSpark Mobility (Paratransit) Mobile Application for Paratransit Bus Operators Mobile Based Effective date of this Amendment #1 2. TripSpark XGate (Paratransit) Wireless Communication Module Mobile Based Effective date of this Amendment #1 3. TripSpark Xmobile Manager (XMM) (Paratransit) Over the Air Programming Application Mobile Based Effective date of this Amendment #1 4. TripSpark FastNAV (Paratransit) Mapping Application Turn by Turn Directions Mobile Based Effective date of this Amendment #1 5. TripSpark XGate Server License Wireless Communication Module Server Based Effective date of this Amendment #1 6. TripSpark XMobile Manager Server License Over the Air Programming Application Server Based Effective date of this Amendment #1 7. TripSpark Streets CAD/AVL Fixed Route CAD/AVL Back Office Effective date of this Amendment #1 8. TripSpark Mobility (Fixed Route) Mobile Application for Fixed Route Bus Operators Mobile Based Effective date of this Amendment #1 9. TripSpark XGate (Fixed Route) Wireless Communication Mobile Based and Back Office Effective date of this Amendment #1 10. TripSpark XMobile Manager (Fixed Route) Over the Air Programming Application Mobile Based and Back Office Effective date of this Amendment #1 11. TripSpark Headsign Integration Interface to Dynamically Update Headsign Messages Mobile Based Effective date of this Amendment #1 12. TripSpark MyRide MyRide Dynamic Passenger Information Back Office Effective date of this Amendment #1 13. TripSpark T-Box Annunciator Onboard Announcements Mobile Based Effective date of this Amendment #1 14. TripSpark GFI Integration Single Point of Log on Between Ranger and GFI Mobile Based Effective date of this Amendment #1 Note: 1. Licenses are provided for Licensee operations for up to eight (8) paratransit vehicles, up to twenty one (21) fixed route vehicles and two (2) concurrent workstation licenses for Streets. 2. Licenses are provided for Software utilization by Augusta, Georgia. Attachment number 2 \nPage 6 of 32 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 7 of 32 Exhibit B-1 1 Product Licenses Services Expenses Hardware Installation Discount Total Ranger 4 Paratransit $22,410 $22,500 $3,000 $20,803 $3,600 ($22,410) $49,903 (TripSpark Equipment, Third Party Equipment Mounts, Mobility, XGate, XMobile Manager, Fast NAV Software products) Total - Paratransit $49,903 Payment Schedule (Paratransit): Milestone 1: 100% of license fees due upon execution of this Amendment #1 ($0 milestone as licenses were discounted 100%) Milestone 2: 25% of services and expenses due upon delivery of draft Operational Review document Milestone 3: 25% of services and expenses due upon installation of Software in Licensee’s test environment Milestone 4: 100 % of TripSpark Equipment and Third Party Hardware costs upon receipt of delivery Milestone 5: 25% of services and expenses due upon delivery of initial training session Milestone 6: 25% of services and expenses due upon System Acceptance as defined in this Amendment #1 Item Product Licenses Services Expenses Hardware Installation Discount Total 1 Streets Fixed Route $163,391 Streets CAD/AVL ( Mobility (Fixed Route), XGate (Fixed Route), XMobile Manager (Fixed Route)) $87,675 $72,000 $10,200 $0 $0 ($70,140) $99,735 Ranger 4 Equipment Hardware $0 $0 $0 $48,936 $14,720 $0 $63,656 2 Add Ons $266,240 Dynamic Passenger Information / MyRide $42,798 $15,000 $0 $0 $0 ($34,238) $23,560 Headsign Integration Software and Third Party Variable Message Signs $7,707 $11,250 $0 $4,368 $6,153 ($6,166) $23,312 T-Box Annunciator $5,502 $25,500 $3,500 $64,508 $15,393 ($4,402) $110,001 Third Party Hardware APC Sensors $0 $25,500 $3,500 $58,800 $21,567 $0 $109,367 Total - Fixed Route Add Ons $429,631 Attachment number 2 \nPage 7 of 32 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 8 of 32 Exhibit B-1 Payment Schedule (Fixed Route Add Ons): Milestone 1: 10% of Total due upon execution of this Amendment #1 Milestone 2: 20% of Total due upon delivery of pilot equipment Milestone 3: 30% of Total due upon delivery of rollout equipment Milestone 4: 20% of Total due upon completion of rollout installations Milestone 5: 20% of Total due upon System Acceptance Note: 1. Pricing expires July 31, 2016. 2. Applicable taxes are not included and will be assessed at time of TripSpark invoicing. 3. For MyRide SMS requires annual contract with monthly service charges and message fees based on the number of users. Licensee is responsible for providing MyRide server and OS as specified by TripSpark. 4. Automated Passenger Counter configurations are available for additional doors and/or wider door widths, pricing will vary accordingly. 5. Additional spare in-vehicle equipment should be purchased to support swap-out maintenance. TripSpark recommends a minimum spare ratio of 5% and one spare Ranger per training kit is required to conduct driver training. Long Term TripSpark Software Maintenance Support and Extended Warranty Fees Software Maintenance Year 1 TripSpark Mobility, XGate, XMobile Manager, Fast NAV NAV Software (Paratransit) TripSpark Streets - CAD/AVL (( Mobility (Fixed Route), XGate (Fixed Route), XMobile Manager (Fixed Route)) Software $4,482 $25,419 TripSpark GFI/Headsign Integration Software $1,927 TripSpark T-Box Annunciator Software $5,244 Dynamic Passenger Information / MyRide $10,700 Automatic Passenger Counters $5,880 Note: The above identified annual maintenance fees are first year only, due upon individual System Acceptance as defined under this Amendment #1, subsection 1 (g). For all future annual renewals, TripSpark Software maintenance fees shall be subject to TripSpark’s then current pricing. Attachment number 2 \nPage 8 of 32 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 9 of 32 Extended Warranty Pricing Year 1 Year 2 Year 3 Year 4 Year 5 Ranger 4 - per unit, per year $125 $138 $158 $172 $190 T-Box Annunciator $118 $128 $142 $158 $175 Note: The above identified five (5) year extended warranty fees for TripSpark Equipment units shall be due and payable by Licensee, upon delivery of TripSpark Equipment units to Licensee location. Additional Years of Extended Warranty Pricing subsequent to Year 5 are subject to extended warranty program availability and then current TripSpark annual, per unit fee pricing. Exhibit B-1 Pricing Assumptions TripSpark will provide: 1 All of the TripSpark Equipment and Third Party Hardware described above. 2 Technical services as specified in the accompanied Statement of Work (SOW) documents in Exhibit C-1 3 Installation of TripSpark Equipment and Third Party Hardware on Licensee vehicles during regular business hours. 4 Driver training will be provided as a “train the trainer” model for up to four (4) driver trainers. Licensee will be responsible for providing the following: 1 All required servers as per TripSpark’s most current specifications. 2 Space, power, network (LAN/WAN) connectivity, for required servers and workstations. 3 Access to the servers via the internet (i.e. VPN, PCAnywhere) to support remote trouble-shooting/support. 4 Provision/configuration of router/firewall to allow two-way IP based communications with the mobile devices. 5 Public data (and voice, if applicable) network activations and monthly airtime subscriptions for each vehicle. 6 Wi-Fi access points at the garages (if desired). 7 Swap-out maintenance of in-vehicle equipment during and after the warranty period. 8 Data entry/verification including but not limited to stops, routes, schedules, timepoints. 9 Third party interface fees to existing agency equipment (incl. fareboxes, annunciators, onboard signs, etc.) 10 Interfacing with Google’s technical team for GTFS export, including testing and scheduling adjustments required To get approval. Attachment number 2 \nPage 9 of 32 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 10 of 32 Exhibit C-1 Statement of Work: Ranger The following information defines the implementation Services to be provided by TripSpark for the Ranger Software as well as the effort that will be required from Licensee’s staff and resources. Unless otherwise indicated, TripSpark will provide ‘standard’ implementation Services (project management, operational review, testing, installation, training, etc.) as defined by TripSpark. Any special requirements will be considered a change request and processed through our standard change request system. Overview THIS IMPLEMENTATION INVOLVES THE FOLLOWING HIGH LEVEL TASKS: 1. Operational Review 2. Software Installation and Configuration 3. System Administrator Training 4. Dispatch Training 5. Driver Training 6. Go-live Support 7. Hardware Roll-Out Roll-Out The hardware phase of the project will involve the installation and commissioning of eight (8) new in-vehicle units (Ranger4), configured to communicate with the TripSpark back office products via a public cellular data network. Any special requirements may be considered a change request and processed through our standard change request process. The key assumptions that TripSpark has employed while determining the level of effort involved with this implementation are presented below. - Licensee is responsible for the purchase and installation of any required server hardware (servers shall be preconfigured to TripSpark’s specifications). - Software will be delivered ‘off-the-shelf’. - With guidance from TripSpark, Licensee will procure data plans from a public wireless provider of your choice, to be employed by the new in-vehicle hardware. - Licensee is responsible for Provision/Configuration of router/firewall to allow two-way IP based communications with the mobile devices. Attachment number 2 \nPage 10 of 32 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 11 of 32 - Licensee is responsible for Swap-out maintenance of in-vehicle equipment during and after the warranty period - Vehicle installations will occur during regular business hours only The remainder of this Statement of Work (SOW) provides details concerning the tasks and effort required to support the tasks described above. In addition, it is assumed this Software will take advantage of existing TripSpark infrastructure, data sources and Software unless otherwise stated. Products THE PRODUCTS TO BE IMPLEMENTED ARE IDENTIFIED BELOW: 1. Ranger4 – Mobile Computer (see below for details concerning Hardware configuration). 2. FastNav – Navigational Software for in-vehicle units. 3. Xgate/XMobile Manager The Software and Navigational Mapping will be provided ‘off-the-shelf’. Features and functions of the Software will conform to those outlined in the latest user manual, and technical specifications, attached to this document. Hardware Configuration for Paratransit Vehicles The TripSparkRanger v4.0 is a water resistant Windows CE fixed- mount computer with a built in 6.5” VGA TFT backlit color display and touch screen. Its dimensions are 8.25” x 2.00” x 5.75”. The TripSpark Ranger shall be installed such that its touch screen is easily usable by the driver. It shall not obstruct the driver’s view of the road and be easily viewable in varying light conditions. The unit has two USB connections, two RS232 serial cable connections and an external SD card reader. Hardware and Software Deliverables – Rollout  (8) Ranger4 MDTs (Internal modem, GPS, Wi-Fi)  (8) Ranger4 Mounting Brackets  (8) Ranger4 Cabling  (8) Ranger4 Mobile Application License  (8) Navigation Software License  (8) XGate per Unit License  (8) XMobileManager per Unit License  (2) Ranger4 USB Programming Kit  (1) Ranger Training Kit Additional Documentation Deliverables  System Overview Attachment number 2 \nPage 11 of 32 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 12 of 32  Ranger4 Vehicle Installation Guide  Ranger4 Maintenance and Troubleshooting Guide  Ongoing Support Procedures  Warranty Repair Policies  Cabling Specifications  Operator/Driver Manual for Ranger4 Timeframe This implementation can be completed within approx. three (3) months from delivery of the Hardware at Licensee. During the operational review, a project plan will be prepared for each Software module. Note: The delivery time for the Hardware is provided at the time of ordering. Currently, the lead time for the delivery of Hardware is twelve (12) weeks. TripSpark Implementation Services The implementation Services below will be provided by TripSpark. All implementation Services, materials and training will be provided in English, unless otherwise stated. Travel expenses have been quoted based on a minimum of 2 weeks’ notice for travel dates. Insufficient travel notice will result in additional travel expenses being incurred by Licensee to cover the higher cost of last minute travel. Project Design Project design will involve a series of meetings and conference calls with Licensee’s project team to discuss the following items:  Existing infrastructure (back office, network, cellular, etc.)  Current operational environment (policies/procedures) as they relate to the Dispatch process.  Software configuration.  Testing and Training requirements.  Finalize project timelines  Final project plan, test, training and transition strategies. A document (the Operational Review document) will be prepared outlining the understanding gained from the meetings, identifying the deliverables and timing for the implementation. The TripSpark Project Manager (PM) will coordinate a meeting with the Licensee’s project team to review the initial responses to the document within five (5) days of delivery by TripSpark. Kitting Hardware will be processed and loaded with the TripSpark Software and Navigational Mapping and tested prior to shipment preparation. Attachment number 2 \nPage 12 of 32 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 13 of 32 Vehicle Installation TripSpark experts will work with a 3rd party installer to install up to eight (8) units on vehicles identified during the Project Design phase. TripSpark will subcontract the installation of the Ranger4’s to proven 3rd party installers. Licensee will be responsible for providing suitable installation location(s). Licensee is also responsible for scheduling the fleet of vehicles to receive the installation once the rollout schedule is confirmed by all stakeholders (TripSpark, Licensee and Installer). Should any vehicles be made unavailable during any of the confirmed installation schedules, the cost of additional time and resource for separate installs will be considered out of scope and will require a change order. Once an installation is completed and passes the installation inspection, all further hardware troubleshooting will be accomplished by Licensee’s maintenance staff. TripSpark will be available for consultation. Software Installation Back Office TripSpark will install the Software remotely on the Licensee’s network. The Software will be installed once (1) within the test environment. TripSpark will also provide assistance with transitioning the Software to the production environment. Licensee must have a test environment at their facility that can be used for testing new versions of the Software. It is Licensee’s responsibility to ensure adequate user testing is completed before implementation of the Software in a live environment. In-Vehicle The Ranger4 units will be pre-programmed based on the settings defined in the Software Configuration Sheet (to be provided). The Ranger4 Software may be adjusted during the pilot. TripSpark will manage majority of the Software changes on the pilot MDTs. Further Software updates during the Rollout Phase will require input from Licensee staff. Training Training provided will be based on TripSpark standard training agendas. Training sessions will vary in length dependant on topic. Each session can be attended by up to six (6) employees.  Up to four (4) hours of administrative training  Up to four (4) hours of training for maintenance staff.  Up to four (4) hours of training for dispatch staff.  Up to four (4) days of on-site go-live support will be provided. In addition to training, TripSpark will provide one (1) digital copy of all available user manuals. Licensee is free to create copies of the manual for their users. TripSpark will also provide printed and electronic material in the form of ‘quick reference guides’ for certain aspects of the Software. Attachment number 2 \nPage 13 of 32 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 14 of 32 Users will also have access to recorded training videos and online sessions provided through myTripSpark.com, as described in our standard support documentation. TripSpark Off-Site Services TripSpark will provide Project Management and Off-Site Support Services for up to five (5) months from delivery of in-vehicle mobile computers at Licensee. These Services will consist of the following:  The TripSpark PM will provide bi-weekly reports to Licensee’s PM. These reports will be based on TripSpark standards and will consist of: project team information, current status and next steps.  For the duration of the implementation the TripSpark technical product expert will be available for consultation off-site via phone or email. Licensee Services The following tasks will be the responsibility of the Licensee. These items will need to be completed in order to support the successful introduction of the new functionality. Prior to any work being performed by TripSpark, Licensee will be required to execute the TripSpark license and maintenance agreements and as amended and provide an executed purchase order (PO) for the value of the project. Wireless Data Network Licensee will be required to procure a wireless data plan for the Hardware units from a public data network provider (ex. Verizon, Sprint, Rogers, etc). If necessary, TripSpark can assist with this effort. However, key elements to the wireless data network are:  Geographical coverage, especially in rural areas.  Minimum data plan of 10 MB per month per unit (25 MB recommended). Operational Review Licensee’s staff will be required to participate in the Operational Review. In advance of the conference calls, Licensee’s staff may be required to collect information and respond to a simple survey. Within five (5) days of delivering the operational review, the TripSpark PM will schedule a meeting to review the document. It’s encouraged that Licensee review the document internally prior to the meeting. System Installation TripSpark will coordinate with Licensee staff to schedule the installation of the pilot fleet. Vehicles will be prepared in ‘groups’ and installed so as not to impact the overall fleet during peak periods. Note: Licensee will be required to provide a safe and secure location to store in-vehicle components prior to installation. Attachment number 2 \nPage 14 of 32 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 15 of 32 Training Training provided will be based on the standard TripSpark ‘train-the-trainer’ training sessions. Licensee driver- trainers will be trained by a TripSpark specialist on the full usage of the Ranger4. Licensee driver-trainers will be responsible for training the rest of the drivers on the usage of the Ranger4. TripSpark will provide instructions, documentation and support necessary to train a System Administrator (specified by Licensee) on troubleshooting and diagnostic techniques. TripSpark will provide up to two (2) days of onsite and offsite training. Licensee’s resources are encouraged to participate in all training sessions related to their field, as outlined in the Operational Review. IDEAL TRAINING ENVIRONMENTS INCLUDE:  Networked computer for each trainee, connected to the test system.  White board and markers  LCD projector  Hardware units for trainees and trainer If the items above are not available, TripSpark will work with Licensee to identify alternative arrangements. Note: Licensee is free to record any training provided by TripSpark to be used solely for its internal business purposes. Acceptance Testing The final phase of the project will be acceptance testing. Acceptance testing will be performed in the form of a ‘pilot’ project. The pilot will involve up to five (5) vehicles equipped with the Hardware units and operating for a period of ten (10) days without a major failure. A major failure is defined as a failure of the Hardware or Software which renders the tool unusable for more than ½ of a service day (This does not include failure caused by client and/or third party) Licensee’s Resource Requirements The table below identifies the resource requirements for the Licensee. Resource Description Time Dedication Tasks Project Manager The project manager coordinates all efforts between Licensee and TripSpark. 20% of time for duration of project. o Coordinate the scheduling of all of the Licensee’s resources. o Coordination of conference calls and meetings, as required. Attachment number 2 \nPage 15 of 32 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 16 of 32 Resource Description Time Dedication Tasks o Prepare training facilities. o Coordinate training sessions. o Coordinate completion of user acceptance testing. o Payment of TripSpark invoice in a timely fashion (30 days from milestone completion). Subject Matter Expert Someone with intimate knowledge of the operator processes and procedures 25% of time for duration of project. o Participation in the completion of the Operational Review. o Participation in all training sessions. o Assist PM with completion of user acceptance testing and data development. System Administrator 10% of their time for the duration of the project. o Procure and configure hardware to a ‘TripSpark Ready State’ (i.e. operating system and RDBMS installed, connected to the network, servers and workstations configured, etc. as per each Software product’s Tech Sheet (where available)). o Participate in system administration training. Testers Responsible for user acceptance testing 50% of their time during the testing phase of the project. o Execute user acceptance testing. End Users 50% of their time during the training and transition phase of the project. o Participate in end user training. Attachment number 2 \nPage 16 of 32 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 17 of 32 Exhibit C-1 Statement of Work: Streets CAD/AVL and Ranger The following information defines the implementation Services to be provided by TripSpark for the Streets CAD/AVL Software and Equipment as well as the effort that will be required from Licensee’s staff and resources. Unless otherwise indicated, TripSpark will provide ‘standard’ implementation Services (project management, operational review, testing, installation, training, etc.) as defined by TripSpark. Any special requirements will be considered a change request and processed through our standard change request system. Overview This project will consist of the installation of TripSpark’s Equipment hardware onto 21 Fixed Route vehicles. The System will be implemented to include XGate and XMM Software and a public cellular network. Also part of this project is the introduction of TripSpark’s Streets Software into Licensee’s day- to-day operations. Streets will be utilized to perform all day-to-day fixed route dispatching and scheduling functions. Unless otherwise noted, TripSpark will be providing its default Streets CAD/AVL solution with no customizations. The remainder of this Statement of Work (SOW) provides details concerning the tasks and effort required to support the deliverables described. In addition, it is assumed this SOW will take advantage of existing TripSpark infrastructure, data sources and Software unless otherwise stated. This implementation involves the following high level tasks: Fixed Route This portion of the project will involve the full installation and commissioning of the following hardware on the entirety of the fleet of fixed route vehicles:  TripSpark Ranger4 mobile data terminals,  TripSpark TBOX annunciator units  Variable On Board Message Signs  Automatic Passenger Counters (APC) The Ranger4 units will be configured to communicate with the TripSpark back-office products via a public cellular data network. In addition, TripSpark will implement the following interfaces: 1. An interface to the bus headsigns. This will allow changing of the headsign text automatically by the Ranger as the bus starts and stops its various routes. 2. An interface to the existing GFI fareboxes on the fixed route buses. This interface will allow the Ranger to be a single point of logon for the farebox. Attachment number 2 \nPage 17 of 32 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 18 of 32 Annunciator System TripSpark’s TBOX annunciator enables Licensee to announce timepoints and stops to passengers as the bus drives along its route. It also interfaces to the on-board variable message sign to display text announcements simultaneously, along with Next Stop Requests. TripSpark will provide its default announcement System functionality and train Licensee on its use. Licensee will be responsible for generating the announcements and uploading them into the on-board equipment. APC Functionality TripSpark’s APC functionality allows for automated passenger counting in real-time at bus stops. At each stop, when the doors open the APCs will count passenger boards and alights and transit this data to Ranger. Ranger will then take this information, attach it to the current stop data, and transmit it to the Streets host System for reporting purposes. TripSpark will provide its default automatic passenger counting functionality and train Licensee on its use. Licensee will be responsible for maintaining the APC hardware once installed and for any activities required to validate the accuracy of the APC counts on the buses. Passenger Information MyRide will offer passengers near real-time information regarding the current fixed route vehicle position through a publicly accessible website or through the use of SMS text messages. The information that is displayed by MyRide is derived from the data that is gathered via Ranger and passed to Streets. TripSpark will ensure that Streets is accurately passing information to MyRide. Licensee will be responsible for educating the public on the use of the MyRide website and SMS service. In addition to near real-time updates on vehicle position, the MyRide website offers an automated trip planning service integrated with Google Maps and SMS or e-mail alerts to notify subscribers in real-time every day. TripSpark will provide the standard MyRide website offering but will customize the website with the Licensee’s branding logo and colors. Users will be able to text “<Keyword> <Route name> <Stop code>” to a SMS code to receive near real- time information about the next buses at that stop. The restrictions on each portion of the text message are as follows:  Keyword – 3-5 characters subject to availability  Route name – max 5 characters, alpha numeric (recommend 2 numeric or less).  Stop code – max 10 characters, alpha numeric (recommend 4 numeric or less),  SMS code – short code (5 digits) or long code (10 digits) depending on Licensee plan chosen Example: Text “Blue 13 2103” to 41411 TripSpark will provide the current production release of the MyRide Software necessary to implement the Streets ITS solution. Products To Be Delivered THE PRODUCTS TO BE IMPLEMENTED AS PART OF THIS PROJECT ARE IDENTIFIED BELOW: 4. Ranger4 – Mobile Data Terminal (see below for details concerning Hardware configuration). Attachment number 2 \nPage 18 of 32 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 19 of 32 5. TBOX Annunciators 6. Variable On Board Message Signs 7. Automatic Passenger Counters (APC) 8. XGate/XMobile Manager 9. Streets CAD/AVL Software – 2 concurrent licenses – including: a. Streets Scheduling Tool b. Streets Reports Licenses c. Streets Web Services / Google GTFS Static Export License d. HERE Map Data 10. Streets MyRide Passenger Information Software The Software will be provided ‘off-the-shelf’. Features and functions of the Software will conform to those outlined in the latest user manual, and technical specifications. Hardware Configuration for Fixed Route Vehicles The TripSpark Ranger v4.0 is a water resistant Windows CE fixed-mount computer with a built in 6.5” VGA TFT backlit display and touch screen. Its dimensions are 8.25” x 2.00” x 5.75”. The TripSpark Ranger shall be installed such that its touch screen is easily usable by the driver. It shall not obstruct the driver’s view of the road and be easily viewable in varying light conditions. The unit has two USB connections, two RS232 serial cable connections and an external SD card reader. Hardware and Software Deliverables – Fixed Route Pilot  (5) Ranger4 MDTs (Internal modem, GPS, Wi-Fi)  (5) Ranger4 Mounting Brackets  (5) Ranger4 Cabling  (5) Ranger4 Mobile Application License  (5) TBOX Annunciators  (5) TBOX Annunciator Application License  (5) TBOX Cabling  (5) In-vehicle Variable Message Signs  (10) APC sensors (one for each bus door) and cabling  (5) XGate per Unit License  (5) XMobileManager per Unit License  (1) Ranger4 USB Programming Kit  (1) Ranger Training Kit Attachment number 2 \nPage 19 of 32 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 20 of 32 Hardware and Software Deliverables – Fixed Route Rollout  (16) Ranger4 MDTs (Internal modem, GPS, Wi-Fi)  (16) Ranger4 Mounting Brackets  (16) Ranger4 Cabling  (16) Ranger4 Mobile Application License  (16) TBOX Annunciators  (16) TBOX Annunciator Application License  (16) TBOX Cabling  (16) In-vehicle Variable Message Signs  (32) APC sensors (one for each bus door) and cabling  (16) XGate per Unit License  (16) XMobileManager per Unit License Documentation Deliverables  TripSpark will supply its standard documentation as part of this project. Roles and Responsibilities of Each Party To support this project, TripSpark will follow the project methodology specified below. Unless otherwise indicated below, all other implementation Services will be TripSpark’s ‘standard’ implementation Services as defined by TripSpark. Any special requirements not specified below may be considered a change request and processed through our standard change request process. Travel expenses have been quoted based on a minimum of 2 weeks’ notice for travel dates. Insufficient travel notice will result in additional travel expenses being incurred by Licensee to cover the higher cost of last minute travel. TripSpark General  Act as single point of contact for Licensee during implementation, including for third-party subcontractors Hardware  Deliver in-vehicle hardware and training according to project plan  Subcontract and manage installation of in-vehicle hardware  Configure in-vehicle hardware for operation with Streets CAD/AVL System  Provide troubleshooting support as required Software  Install Streets CAD/AVL Software  Install XGate and XMM Software  Provide TripSpark’s standard MyRide solution described above Attachment number 2 \nPage 20 of 32 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 21 of 32 Licensee General  Be responsible for any third party interface fees and Software updates to enable J1708 communication (if required) to existing 3rd party equipment  Be responsible for providing an external connector on the farebox that TripSpark can plug into for J1708 farebox communications. Licensee will be responsible for any internal hardware or labour required to install and enable this connector.  Be responsible for existing equipment on its buses not provided explicitly by TripSpark, and any repairs or replacements required for existing equipment meant to interface to TripSpark’s System. This includes emergency switches, existing cabling, existing equipment and interfaces, etc. if not explicitly supplied by TripSpark.  Obtain necessary permits or permissions for any activities requiring outside authorization  Purchase/provide any power converters required for in-vehicle equipment if necessary  Provide a safe and secure location to store in-vehicle components prior to installation  Provide a test environment at their facility that can be used for testing new versions of the Software. It is Licensee’s responsibility to ensure adequate user testing is completed before implementation of the Software in a live environment. Operations  Provide information on bus stop locations and bus route data  Work with the installer, Maintenance, and TripSpark to select equipment locations in each vehicle o Final selection will be determined by the city o Cabinets are recommended but not mandatory – equipment can be mounted on existing bus framework within the driver cockpit if desired  Choose and schedule vehicles for installation once the rollout schedule is confirmed by all stakeholders (TripSpark, Licensee, and the installer)  Provide the vehicles for installation and a workspace for the installer at a single central location  Data entry/verification including but not limited to stops, routes, schedules, and timepoints.  Using TripSpark’s text to speech engine, generate announcements and upload them to the on board TBOX units. Maintenance  Perform troubleshooting with assistance from the TripSpark project team as required  Work with the installer, Operations, and TripSpark to select equipment locations in each vehicle  Maintain all in-vehicle equipment once installed by TripSpark Attachment number 2 \nPage 21 of 32 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 22 of 32 Information Technology  Supply any non-specialized hardware (servers, workstations, monitors, etc.) required for hosting and accessing the central System  Modify internal network to ensure proper communications between central System servers and workstations if necessary  Configuration of router/firewall to allow two-way IP-based communications with the mobile devices  Provide TripSpark with access to central System servers via the internet (e.g. VPN, PCAnywhere, etc.) for remote troubleshooting/support  Procure a public cellular network contract with a TripSpark supported provided for in-vehicle hardware to communicate with central System servers Resource Requirements TripSpark The table below identifies the resource requirements for TripSpark. Resource Description Time Dedication Tasks Project Manager Coordinates all implementation efforts on the TripSpark side. Single point of contact at TripSpark for Licensee.  70% of time for duration of project.  Create and maintain project plan.  Coordinate delivery of hardware and Software deliverables according to project plan.  Coordinate the scheduling of all TripSpark resources.  Communicate requirements for Licensee resources.  Management of subcontractors to ensure tasks are completed on schedule.  Schedule and manage conference calls and meetings.  Coordinate training sessions. Attachment number 2 \nPage 22 of 32 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 23 of 32 Resource Description Time Dedication Tasks  Coordinate completion of data development.  Coordinate acceptance testing.  Ensure TripSpark invoices in a timely fashion after milestone completion. In-vehicle Deployment Specialist Responsible for implementing hardware solution.  40% of time for duration of Ranger/CAD-AVL implementation, up to 60% during Design, Execution, and Testing and Installation phases.  Populate the hardware kits.  Assist installer in prototyping the install of the hardware on the vehicles.  Configure hardware.  Troubleshoot issues, if required.  Participation in training sessions as needed. Fixed-end / Central System Deployment Specialist Responsible for implementing Software solution.  40% of their time for duration of Ranger/CAD-AVL implementation, up to 60% during Design, Execution, and Testing and Installation phases.  Lead resources during Engineering and Design phase  Install and configure Software components of solution.  Participation in training sessions as needed. Licensee The table below identifies the resource requirements for Licensee. Resource Description Time Dedication Tasks Project Manager Coordinates all efforts between LICENSEE and  40% of their time for duration of project.  Coordinate the scheduling of all of Attachment number 2 \nPage 23 of 32 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 24 of 32 Resource Description Time Dedication Tasks TripSpark. Main point of contact for TripSpark. Licensee resources.  Coordination of conference calls and meetings, as required.  Prepare training facilities.  Coordinate training sessions.  Coordinate completion of data development.  Coordinate completion of user acceptance testing.  Payment of TripSpark invoice in a timely fashion (30 days from receipt of invoice). Subject Matter Expert Someone with intimate knowledge of the operator and mechanical processes and procedures at Licensee.  30% of their time during Planning, Design, Execution, and Testing phases.  Participation in the completion of the Operational Review.  Participation in all training sessions.  Assist PM with completion of user acceptance testing and data development. System Administrators Business and Technical Administrators of the System  25% of their time for the duration of the project.  Procure and configure hardware to a “TripSpark Ready State” (i.e. operating system and RDBMS installed, connected to the network, servers and workstations configured, etc. as per each Software product’s Tech Sheet Attachment number 2 \nPage 24 of 32 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 25 of 32 Resource Description Time Dedication Tasks (where available)).  Participate in installation and configuration of Software  Implement and test recommended network infrastructure  Participate in System administration training. Testers Responsible for user acceptance testing  40% of their time during the Testing phase of the project.  Execute user acceptance testing. End Users  40% of their time during the Training and Transition phase of the project.  Participate in end user training. Project Methodology and Work Plan TripSpark will adapt its standard project methodology to include the requirements from Licensee. The phases for this project will be: Phase 1 – Project Initiation, Phase 2 – System Design Phase 3 – Project Execution, Phase 3a – Project Testing and Installation, Phase 3b – Training and Transition. Phase 4 – Transition to Maintenance (System Acceptance) Phase I: Project Initiation Prior to any work being performed by TripSpark, Licensee will be required to provide an executed purchase order (PO) for the value of the project. Licensee Responsibilities  Project Budget, Attachment number 2 \nPage 25 of 32 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 26 of 32  System requirements,  Schedule Licensee personnel for Project Kick-Off and Preliminary Design Review meetings. RESOURCES REQUIRED FROM LICENSEE TO COMPLETE THESE TASKS INCLUDE: Licensee Project Manager, Licensee Project Sponsors/Steering Committee/Executives, Licensee Procurement and Legal Phase II: System Design During this phase, TripSpark will organize a series of formal meetings with Licensee stakeholders to execute the project kick-off meeting, on-site surveys, and review the System Design Document (SDD). Kick-off Meeting The kick-off meeting is used to gather key stakeholders to review the scope, schedule and expectations for this project. Operational Review The goal of this meeting will be to review business processes (scheduling/operations), Licensee’s collection of available data (mapping/GIS, bus stops, vehicle types, ancillary data, etc.), review of existing website and future plans, discussion of various strategies (training/testing/deployment), roll-out (and roll-back) plans, and finalize project timelines and milestones. Vehicle Survey TripSpark performs a detailed survey of the installation location and each vehicle type for installation to determine the exact details for the installation of the new System. The information from the surveys is used to design and produce the vehicle installation drawings and guides for use during the actual installations. Network Survey TripSpark will perform a remote survey to complete a detailed analysis of Licensee’s existing infrastructure including current network design, physical space, cooling and power availability, and security requirements. Following the site survey, a complete set of design drawings will be generated. System Design Document The SDD consists of individual submittals for each sub System and is delivered at the end of this phase. Licensee Responsibilities  Participate with TripSpark during on-site surveys, SDD meetings,  Provide documentation on business processes,  Communicate business processes and onsite contractor policies, Attachment number 2 \nPage 26 of 32 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 27 of 32  Highlight critical processes related to the operation of the Software,  Participate in review of the SDD documentation to ensure accuracy and completeness,  Approve submissions in a timely fashion. RESOURCES REQUIRED FROM LICENSEE TO COMPLETE THESE TASKS INCLUDE: Licensee Project Manager, Licensee Project Sponsors/Steering Committee/Executives, Licensee Marketing executive and (if necessary) hosting partner technical resources, Licensee Project Champions/Business Leads (Operations, Maintenance, Security, IT, etc.) Phase III: Project Execution Following the approval of the System Design documentation package, the project will move into the execution phase. During the execution phase, the following activities occur: network hardware procurement, data load and role configuration, mobile hardware manufacturing and staging, and Software Installation and integration testing. A pilot phase and a rollout phase are included as parts of the project execution phase overall. TripSpark will install the central Software remotely on Licensee’s servers. The Ranger4 units will be pre- programmed based on the requirements gathered in the previous phases. The Ranger4 Software may be adjusted during the pilot. After the pilot, Licensee will use TripSpark’s XMM program to push out any Software changes on the Ranger4s. Streets Reports will be installed in this phase along with the other Software. Licensee Responsibilities  Regular status updates,  Provide assistance as necessary,  Procurement and configuration of required hardware (in a TripSpark ready-state),  Status updates,  Participate in training (as required),  Provide suitable training environment,  Provide access to network/hardware as required,  Participation in the creation of use cases,  Provision of necessary data (GIS, schedules, etc.) RESOURCES REQUIRED FROM LICENSEE TO COMPLETE THESE TASKS INCLUDE: Licensee Project Manage, Licensee Project Champions/Business Leads (Operations, Maintenance, Security, IT, etc.), Licensee end users Attachment number 2 \nPage 27 of 32 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 28 of 32 Phase IIIa: Testing and Installation Prototype Testing and Installation Testing At this stage, a subset of the vehicles will be installed and used to confirm that all vehicle-related aspects of System functionality are met. After deficiencies have been corrected, all in-vehicle equipment will be installed on the entire fleet. TripSpark specialists will support the installer, who will install all in-vehicle hardware on vehicles. Licensee is responsible for scheduling the fleet of vehicles to receive the installation once the rollout schedule is confirmed by all stakeholders (TripSpark, Licensee, and the installer). Should any vehicles be made unavailable during any of the confirmed installation schedules, Licensee may substitute a different vehicle so the number of vehicles available for install remains the same. If no other vehicle is available for substitution, the cost of additional time and resource for separate installs will be considered out of scope and will require a change order. TripSpark will perform Installation Testing on each pilot vehicle after installation is complete to confirm correct operation of new hardware. Any installation testing required for rollout vehicles is Licensee’s responsibility. At a minimum, the installation test for each unit shall consist of (as applicable): power- up/power-down tests; log-on/log-off tests; verification of major functions, and verification of operational interfaces to other devices. Any deficiencies shall be rectified before the initiation of SAT (see below). Once an installation is completed and passes the installation test, all further hardware troubleshooting will be accomplished by Licensee’s maintenance staff. TripSpark will be available for consultation. Licensee Responsibilities  Assigning a point of contact and a location for delivery of hardware,  Scheduling installation of vehicles,  Participation in the prototype testing,  Participation in installation testing (if desired for pilot vehicles)  Completion of installation testing (if desired for rollout vehicles)  Participation in SAT RESOURCES REQUIRED FROM LICENSEE TO COMPLETE THESE TASKS INCLUDE: Licensee Project Manager, Licensee Project Champions/Business Leads (Operations, Maintenance, Security, IT, etc.), Licensee Maintenance/Vehicle Inspection Team Phase IIIb: Training and Transition Training will be based on TripSpark standard training agendas in coordination with Licensee driver trainers. Training sessions will vary in length dependent on topic. TripSpark will also provide instructions, documentation and support necessary to train a system administrator (specified by Licensee) on troubleshooting and diagnostic techniques. Attachment number 2 \nPage 28 of 32 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 29 of 32 Refer to Appendix A for curricula of TripSpark’s standard training sessions. The following training sessions are supplied as part of this project:  1 session Streets CAD/AVL dispatch training,  1 session Streets CAD/AVL overview training,  1 session in-vehicle training for drivers,  1 session system administration training,  1 session maintenance/installation training,  1 session Streets CAD/AVL reports training. In addition to training, TripSpark will supply one (1) digital copy of all available user manuals. Licensee is free to create copies of the manual for their users. TripSpark will also provide printed and electronic material in the form of ‘quick reference guides’ for certain aspects of the Software. Licensee is free to record any training provided by TripSpark to be used solely for its internal business purposes. Users will also have access to recorded training videos and online sessions provided through myTripSpark.com, as described in TripSpark’s standard support documentation. IDEAL TRAINING ENVIRONMENTS INCLUDE:  One workstation with access to all relevant Software.  White board and markers  LCD projector  Ranger Training units for trainees and trainer If the items above are not available, TripSpark will work with Licensee to make alternative arrangements. Licensee Responsibilities  Schedule employees to receive training  Provide resources necessary for classroom training (proper room, PCs for training, etc.) RESOURCES REQUIRED FROM LICENSEE TO COMPLETE THESE TASKS INCLUDE: Licensee Project Manager, Licensee Project Team (Operations, Maintenance, Security, IT, etc.), Licensee Maintenance/Vehicle Inspection Team, Licensee Operations, Licensee Dispatch and Supervisors Phase 4: Transition to Maintenance (System Acceptance) System Acceptance Testing (SAT) Once all vehicles have been installed the SAT will be carried out as per TripSpark’s standard procedures. The purpose of the SAT is to ensure that all parties are satisfied with the operation of the System so the project can be transitioned to maintenance. Criteria for SAT acceptance will be based on TripSpark’s standard SAT criteria and governed by the contract between Licensee and TripSpark. Attachment number 2 \nPage 29 of 32 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 30 of 32 Exhibit D-1 List of TripSpark Equipment: Description Quantity TripSpark Equipment - Paratransit Ranger 4 (Internal modem, GPS, WiFi) 8 Cabling 8 Ranger Programming Kit 2 Ranger Training Kit 1 Description Quantity TripSpark Equipment – Fixed Route Ranger 4 (Internal modem, GPS, WiFi) 21 Cabling 21 T-Box Annunciators 21 Ranger Programming Kit 2 Ranger Training Kit 1 List of Third Party Hardware: Description Quantity Third Party Hardware Mounts 29 APC Sensors (one for each bus door) and cabling 42 In-vehicle Variable Message Signs 21 Attachment number 2 \nPage 30 of 32 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 31 of 32 Exhibit E-1 RETURN MATERIALS AUTHORIZATION (“RMA”) RETURN MATERIAL AUTHORIZATION ("RMA") PROCESS All items returned to TripSpark must have the following information presented prior to the issuing of a Return Material Authorization ("RMA") number. The reason for return (as specific as possible), the item(s) part number(s), serial number and Licensee contact. For vehicle installed TripSpark Equipment please provide the vehicle id, vehicle make/model and vehicle year. RETURN MATERIAL AUTHORIZATION ("RMA") REQUEST Licensees who have TripSpark Equipment needing repair, having received TripSpark approval for the repair shall follow the procedure outlined below: Buyer (or authorized representative) has TripSpark Equipment needing repair. Buyer (or authorized representative) provides to TripSpark: Part Number, Serial Number, and Detailed Problem Description with Unit by logging onto www.MyTripSpark.com and selecting “Request an RMA” on the left side. You will need to enter the following information: a) Serial number b) corresponding problem description for each device being returned c) return shipping address d) billing address A complete and accurate description of the condition or problem of the component or unit and the initial trouble shooting shall be done by the Licensee (or authorized representative). The Licensee (or authorized representative) shall ship the unit and CRG (Customer Returned Goods) form to: Trapeze Software Group, Inc. d.b.a. TripSpark Technologies 5265 Rockwell Dr NE Cedar Rapids, IA 52402 Attention: RMA Department For International shipments, please include a commercial invoice to prove place of origin for the repair. Packing - Licensee (or authorized representative) places all TripSpark Equipment (EXCEPT IVLU’s) in a nonstatic bag along with a copy of RMA form. IVLU’s shall be sent in an ESD static sensitive bag. TripSpark will provide non-static bags at Licensee’s request. Licensee shall place a copy of the CRG Form, which shall be provided by TripSpark at the time of the RMA request, inside the box or taped to the outside of the bag of the unit being returned. Licensee (or authorized representative) shall pack all returned units carefully, using packing peanuts and bubble wrap when necessary. All returns are Licensee property and must be protected during shipping and through the entire return process. - Use the values on the commercial invoice for entering the ‘Value for Customs’ on shipping forms (for International shipments) - Do not enter a ‘Total Declared Value for Carriage’. (For International shipments) - Mark the RMA number on the top of the outside boxes. - Attach one copy of the commercial invoice to each box (for international shipments) - Attach the waybill. Attachment number 2 \nPage 31 of 32 Item # 7 Augusta, Georgia Amendment #1 Trapeze Confidential Page 32 of 32 Please note: - TripSpark will provide proper packaging at a nominal fee if the units are not sent to us in original packaging or if the packaging is damaged. - Licensee is responsible for shipping to and from TripSpark on all non-warranty/non-maintenance repairs and per the agreement on warranty/maintenance repairs. - If the quantity or serial numbers are not filled out correctly on the commercial invoice, customs may hold the shipment, or the shipment may be refused. If you have any questions, please contact our Customer Care Department (cc@TripSparkgroup.com ). Attachment number 2 \nPage 32 of 32 Item # 7 Pre-Project Budget Planning TripSpark Implementation Projected Software and Hardware Costs Item Units Estimated Unit Price Estimated Amount Streets ITS Solution Major Objective: Implementation of the Streets ITS Solution for Fixed Route Management TripSpark Streets - CAD/AVL Solution 1 99,735.00$ 99,735.00$ Ranger Mobile Computer 1 63,656.00$ 63,656.00$ -$ Options Dynamic Passenger Information / MyRide 1 23,560.00$ 23,560.00$ GFI/Headsign Integration 1 23,312.00$ 23,312.00$ Onboard Announcements 1 110,001.00$ 110,001.00$ Wayside Signs 1 -$ -$ Automatic Passenger Counters 1 109,367.00$ 109,367.00$ -$ Fixed Route Vehicle Total 429,631.00$ PASS-IVR Upgrade Major Objective: Migration of the Trapeze PASS- IVR Gateway from VoiceGenie 7.0 to Genesys GVP 8.5. Work Order Services*1 29,600.00$ 29,600.00$ Note: Work Order Services are composed of Management Services, Operational Review, Installation, Development Services, Testing, Training, Go-Live Support, and Integration Services Expenses Related to PASS-IVR Migration 1 1,950.00$ 1,950.00$ Total PASS-IVR Migration 31,550.00$ PASS Software Upgrade Major Objective: Migration of the Trapeze PASS software suite from version 9 to version 15 Existing Product Upgrade: During this project we will upgrade from our current version of the PASS suite of products (version 9) to the most recent version (15) at no extra cost. The cost of the upgrade will be paid through our existing maintenance agreement with Trapeze. 1 No Cost -$ Total PASS Software Upgrade -$ Page 1 of 1 Attachment number 3 \nPage 1 of 3 Item # 7 Pre-Project Budget Planning PASS Ranger Implementation Major Objective: Implement Ranger mobile devices on 8 Paratransit Vehicles Ranger Licenses, Expenses, and Services 1 49,903.00$ 49,903.00$ Total PASS Software Upgrade 49,903.00$ Hardware Servers (approximate cost)56,000.00$ Servers to Be Purchased and Configured:-$ STREETS Application Servers -$ PASS Application Server -$ xGate Server -$ IVR Server -$ STREETS and PASS Database Server -$ -$ Total Hardware 56,000.00$ Proposed Project Cost (Hardware + Software)567,084.00$ Page 2 of 2 Attachment number 3 \nPage 2 of 3 Item # 7 Pre-Project Budget Planning Ongoing System Maintenance Item Units Estimated Unit Price Estimated Amount Ongoing System Maintenance Streets ITS Solution TripSpark Streets - CAD/AVL Solution 1 25,419.00$ 25,419.00$ TripSpark Mobile 1 4,482.00$ 4,482.00$ Ranger Mobile Computer 21 125.00$ 2,625.00$ Options Dynamic Passenger Information / MyRide 1 10,700.00$ 10,700.00$ GFI/Headsign Integration 1 1,927.00$ 1,927.00$ Onboard Announcements 1 5,244.00$ 5,244.00$ Wayside Signs 1 -$ -$ Automatic Passenger Counters 1 5,880.00$ 5,880.00$ Total Maintenance 56,277.00$ Paratransit PASS 1 13,600.00$ 13,600.00$ PASS SUS 1 2,400.00$ 2,400.00$ PASS IVR 1 12,000.00$ 12,000.00$ PASS CERT 1 4,220.00$ 4,220.00$ PASS MON 1 4,725.00$ 4,725.00$ PASS MDC 1 750.00$ 750.00$ Mobile Computing 1 4,482.00$ 4,482.00$ Ranger Mobile Computer 8 125.00$ 1,000.00$ Total Maintenance 43,177.00$ Connectivity for Mobile Units Units Monthly Fee Annual Cost Paratransit Units 8 40.00$ 3,840.00$ Fixed Route Units 21 40.00$ 10,080.00$ Total Connectivity 13,920.00$ Total Annual Maintenance Cost 113,374.00$ Page 3 of 3 Attachment number 3 \nPage 3 of 3 Item # 7 Attachment number 4 \nPage 1 of 14 Item # 7 Attachment number 4 \nPage 2 of 14 Item # 7 Attachment number 4 \nPage 3 of 14 Item # 7 Attachment number 4 \nPage 4 of 14 Item # 7 Attachment number 4 \nPage 5 of 14 Item # 7 Attachment number 4 \nPage 6 of 14 Item # 7 Attachment number 4 \nPage 7 of 14 Item # 7 Attachment number 4 \nPage 8 of 14 Item # 7 Attachment number 4 \nPage 9 of 14 Item # 7 Attachment number 4 \nPage 10 of 14 Item # 7 Attachment number 4 \nPage 11 of 14 Item # 7 Attachment number 4 \nPage 12 of 14 Item # 7 Attachment number 4 \nPage 13 of 14 Item # 7 Attachment number 4 \nPage 14 of 14 Item # 7