HomeMy WebLinkAboutSOFTWARE LICENSE AND MAINTENANCE AGREEMENT AMENDMENT #1 WITH TRAPEZE SOFTWARE GROUP INC. DBA TRIPSPARK TECHNOLOGIES SOFTWARE LICENSE AND MAINTENANCE AGREEMENT
AMENDMENT#1
THIS AMENDMENT is made effective this ,19 day of AU.) between:
1. TRAPEZE SOFTWARE GROUP,INC. d.b.a. TripSpar 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.
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(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. {GeobaseTM mapping technology software);
(iv) Yellowfin International Pty Ltd.("Yellowftn");
(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
Augusta,Georgia Amendment#1 Trapeze Confidential
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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.
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(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 I 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 shalt 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.
Augusta,Georgia Amendment#1 Trapeze ConfidentialPage 4 of 32
(I) 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.
" \ 11A "e ARE GROUP,INC. AUGUSTA,GEORGIA
.. By: /10."14/4,t iAC
Name: � cin `IvJtnIAM+•`t kk\)-542//CName: 411-14-1-t;c- L9wt:.,
Title: �\ O; \f•1O4nts,.. Title: yr
Augusta,Georgia Amendment#1 Trapeze Confidential
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EXHIBIT A-1
Software Licenses
Item TripSpark Software Application Description Configuration License Date
I. TripSpark Mobility Mobile Application for Effective date of this
(Paratransit) Paratransit Bus Operators Mobile Based Amendment#1
2. TripSpark XGate Wireless Communication Mobile Based Effective date of this
(Paratransit) Module Amendment#1
3. TripSpark Xmobile Over the Air Programming Mobile Based Effective date of this
Manager(XMM) Application Amendment#1
(Paratransit)
4. TripSpark FastNAV Mapping Application Turn by Mobile Based Effective date of this
(Paratransit) Turn Directions Amendment#1
5. TripSpark XGate Wireless Communication Server Based Effective date of this
Server License Module Amendment#1
6. TripSpark XMobile Over the Air Programming Server Based Effective date of this
Manager Server Application Amendment#1
License
7. TripSpark Streets Fixed Route CADIAVL Back Office Effective date of this
CAD/AVL Amendment#1
8. TripSpark Mobility Mobile Application Mobile Based Effective date of this
(Fixed Route) for Fixed Route Bus Operators Amendment#1
9. TripSpark XGate Wireless Communication Mobile Based and Effective date of this
(Fixed Route) Back Office Amendment#1
10. TripSpark XMobile Over the Air Programming Mobile Based and Effective date of this
Manager(Fixed Application Back Office Amendment#1
Route)
11. TripSpark Headsign Interface to Dynamically Mobile Based Effective date of this
Integration Update Headsign Messages Amendment#1
12. TripSpark MyRide MyRide Dynamic Passenger Back Office Effective date of this
Information Amendment#1
13. TripSpark T-Box Onboard Announcements Mobile Based Effective date of this
Annunciator Amendment#1
14. TripSpark OFI Single Point of Log on Mobile Based Effective date of this
Integration Between Ranger and GFI 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.
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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,XMobiie
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 $87,675 $72.000 $10,200 $0 $0
Route),XMobiie Manager(Fixed ($70,140) $99,735
Route))
Ranger 4 Equipment Hardware $0 $0 $0 $48,936 $14,720 $0 $63,656
2 Add Ons
Dynamic Passenger Information $266,240
/MyRide $42,798 $15,000 $0 $0 $0 ($34,238) $23,560
Headsign Integration Software
and Third Party Variable $7,707 $11,250 $0 $4,368 $6,153 ($6,166) $23,312
Message Signs
T-Box Annunciator $5,502 $25,500 $3,500 $64,508 $15,393 ($4,402) $110,001
Third Party Hardware APC $0 $25,500 $3,500 $58,800 $21,567 $0 $109,367
Sensors
Total Fixed Route Add Ons $429,631
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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) $4,482
TripSpark Streets-CAD/AVL(( Mobility(Fixed Route),XGate(Fixed Route), $25,419
XMobile Manager(Fixed Route))Software
TripSpark GFIIHeadsign Integration Software $1,927
$5,244
TripSpark T-Box Annunciator Software
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.
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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.
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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
Tills IMPLEMENTATION INVOLVES TIIE FOLLOWING 111G11 LEI/EL T„%SKS:
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.
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- 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 PRODt CTS TO OE 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
403,
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 fi;
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.
rT
The unit has two USB connections,two RS232 serial cable h•+t«
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
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• 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.
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Vehicle Installation
TripSpark experts will work with a 3nd 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(I)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.
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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.
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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 fmal 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
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 Tasks
Dedication
Project Manager The project 20%of time for
manager duration of project. o Coordinate the scheduling
coordinates all of all of the Licensee's resources.
efforts between
Licensee and o Coordination of
TripSpark.
conference calls and meetings,as
required.
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Resource Description Time Tasks
Dedication
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 Someone with 25%of time for
Expert intimate duration of project. o Participation in the
knowledge of the completion of the Operational Review.
operator
processes and o Participation in all
procedures training sessions.
o Assist PM with completion
of user acceptance testing and data
development.
System 10%of their time
Administrator for the duration of 0 Procure and configure
the project. 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 la system
administration training.
Testers Responsible for 50%of their time
user acceptance during the testing o Execute user acceptance
testing phase of the project. testing.
End Users 50%of their time
during the training 0 Participate in end user
and transition phase training.
of the project.
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Exhibit C-I
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 fireboxes on the fixed route buses.This interface will allow the
Ranger to be a single point of logon for the farebox.
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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
1'HE PRODUCTS TO BE IMPLEMENTED AS PART OF THIS PROJECT ARE IDENTIFIED BELOW:
4. Ranger4—Mobile Data Terminal(see below for details concerning Hardware configuration).
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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 i 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 Fr
f 11111
light conditions.
The unit has two USB connections,two RS232 serial cable
connections and an external SD card reader. goo",
Hardware and Software Deliverables—Fixed Route Pilot
• (S)Ranger4 MDTs(Internal modem, GPS, WVi-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
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Hardware and Software Deliverables—Fixed Route Rollout
• (16)Ranger4 MDTs(Internal modem, GPS,
• (16)Ranger4 Mounting Brackets
• (16)Ranger4 Cabling
• (16)Ranger4 Mobile Application License
• (16) 7730X Annunciators
• (16) TBOXAnnunciator 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
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Licensee
General
• Be responsible for any third party interface fees and Software updates to enable J 1708
communication(if required)to existing 3'a 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
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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 routerrfirewall 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 Coordinates all • 70%of time for • Create and maintain
Manager implementation
efforts on the duration of project. project plan.
TripSpark side. • Coordinate delivery of
Single point of
contact at hardware and Software
TripSpark for deliverables according to
Licensee. 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.
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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 Responsible for • 40%of time for • Populate the hardware
Deployment implementing
Specialist hardware duration of kits.
solution. Ranger/CAD-AVL
• Assist installer in
implementation,up to
• prototyping the install of
60%during Design,
the hardware on the
Execution,and Testing
vehicles.
and Installation
phases. • Configure hardware.
• Troubleshoot issues,if
required.
• Participation in training
sessions as needed.
Fixed-end/ Responsible for • 40%of their time for • Lead resources during
Central System implementing
Deployment Software duration of Engineering and Design
Specialist solution. Ranger/CAD-AVL phase
implementation,up to • Install and configure
60%during Design,
Software components of
Execution,and Testing
solution.
and Installation
phases. • 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 • 40%of their time for
•efforts between Coordinate the
LICENSEE and duration of project. scheduling of all of
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Resource Description Time Dedication Tasks
TripSpark. Main Licensee resources.
point of contact for
TripSpark. • 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 Someone with • 30%of their time during • Participation in the
Expert intimate knowledge
of the operator and Planning,Design, completion of the
mechanical Execution,and Testing Operational Review.
processes and phases. • Participation in all
procedures at
Licensee. training sessions.
• Assist PM with
completion of user
acceptance testing and
data development.
System Business and • 25%of their time for the • Procure and configure
Administrators Technical
Administrators of duration of the project. hardware to a
the System "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
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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 • 40%of their time during • Execute user acceptance
user acceptance
testing the Testing phase of the testing.
project.
End Users • 40%of their time during • Participate in end user
the Training and training.
Transition phase of the
project.
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 1: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,
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• System requirements,
• Schedule Licensee personnel for Project Kick-Off and Preliminary Design Review meetings.
RESOt RC ES REQUIRED FROM LICENSEE TO COIIPLETETIIESE 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/G1S,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,
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• 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 Ill: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.)
RESOC RCFS REQUIRED FROM LICENSEE TO COMPLETE THESE TASKS INCLUDE:
Licensee Project Manage,Licensee Project Champions/Business Leads(Operations,Maintenance,
Security,IT,etc.),Licensee end users
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Phase lila: 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 stag`.' 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!!!b: 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.
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Refer to Appendix A for curricula of TripSpark's standard training sessions. The following training
sessions are supplied as part of this project:
• I session Streets CAD/AVL dispatch training,
• 1 session Streets CAD/AVL overview training,
• 1 session in-vehicle training for drivers,
• I 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"['RAINING ENV'IRONMEN°TS 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 TIIESE T.1S1S INCLUDE:
Licensee Project Manager,Licensee Project Team(Operations,Maintenance,Security,IT,etc.),Licensee
MaintenanceNehicle 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.
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Exhibit D-1
List of TripSnark 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
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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 TripSvark 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.MyTripSnark.cotn1 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.
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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@TripSparkgrouo.com).
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