HomeMy WebLinkAboutCORRESPONDENCE - AGREEMENT MISC - TRAPEZE SOFTWARE GROUP INC (8)Contract Amendment #12
THIS AMENDMENT is made effective this 2� day of June 2024 between:
L Trapeze Software Group, Inc. d.b.a. TripSpark Technologies with a place of business at5265 Rockwell Dr
NE, Cedar Rapids, Iowa 52402 USA (`Trapeze" or "TripSpark"); and
2. City of Fort Collins with its place of business at 6570 Portner Road, Colorado, USA, 80526, ("Licensee" or
"Transfort").
WHEREAS TripSpark and Licensee intend to amend the Software License Agreement dated January 20`�, 2000,
Amendment #1 dated January 24r�', 2006, Amendment #2 dated August 15rh 2007, Amendment #3 dated September
18r�' 2007, Amendment #4 dated November 21 st, 2007, Amendment #5 dated November 28r�, 2007, Amendment
#6 dated April 3"', 2008, Amendment #7 dated March 15, 2013, Amendment #8 dated July 3"�, 2014, Amendment
#9 dated June 15, 2017, Amendment #10 dated January 12, 2021, and Amendment #11 dated June 20, 2024
(collecrively the "AgreemenY'), in order to add the TripSpark Passenger Portal (Core, Trip Booking (Booking and
Cancellation), Delegate Module, Pay�nent Integration), Notifications (Core, Outbound Notifications), TripSpark
Rides on Demand application as a service (SaaS) to the scope of the Agreement, and an increase to the operational
metrics of licensed use for the TripSparlc PASS Software product under the scope of the Agreement.
NOW THEREFORE TripSpark and Licensee agree as follows:
Amendment to A�reement
(a) The parties acknowledge and agree to the addirion of the TripSpark Passenger Portal (Core, Trip Booking
(Booking and Cancellation), Delegate Module, Payment Integration) and Notifications (Gore, Outbound
Notifications) Software products under the scope of the Agreement. Therefore, Exhibit A-12, attached hereto is
added to aud incorporated in the ori�inal Exhibit A.
(b) The parties agree to the addition of the TripSpark Rides on Deinand application as SaaS to the scope of the
Agreement.
(c) The parties agree TripSpark will provide implementation Services for the TripSpark Passenger Portal (Core, Trip
Booking (Booking and Cancellation), Dele�ate Module, Payment Integration), Notifications (Core, Outbound
Notifications) Software products, and the TripSpark Rides on Demand application as SaaS in accordance with the
Stateinent of Work, attached hereto as Exhibit C-12.
(d) As a result of the addition of TripSpark Rides on Demand SaaS application as SaaS, the parties agree the
TripSparlc Rides on Demand application as SaaS shall be reinotely hosted by TripSpark u1 accordance with the
hosting services terms and conditions, attached hereto as Exhibit D-12 ("Hosting Services").
(e) The parties acknowledge and agree TripSpark shall own all intellectual property rights (including
copyright) in and to (i) the SaaS; (ii) any TripSpark Rides on Demand application as SaaS or third party
TripSpark Rides on Demand application as SaaS to which access may be provided by means of the SaaS; (iii)
all upgrades, enhancements and modifications to the SaaS and (iv) any TripSpark Rides on Demand application
as SaaS, applications, inventions or other technology developed in connection witb the SaaS if developed by
TripSpark.
( fl Notwithstanding any provision to the contrary in the Agreement, the parties agree to the addition of the following
Software acceptance provision ("Software Acceptance") which shall govern Licensee's acceptance of the TripSpark
TRAPEZE CONFIDENTIAL
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Passenber Portal (Core, Trip Booking (Bookin, and Cancellation), Delegate Module, Payment Inte�ration) and
Notifications (Core, Outbound Notifications) Software products under the A�reement:
Upon completing the delivery, installation, and testin� of the individual Software module in the test
environment, TripSpark will notify Licensee in writinb. Licensee shall then have twenty (20) business days in
which to conduct acceptance tesis to ensure that the Software module operates in all material respects as
specified in the Documentation. At the end of this period, Licensee will be deemed to accept the individual
Sofiware module. In the event Licensee identifies a defect within the period as identified above, Licensee
shall provide TripSpark written notice outlining the nature of the identified defects in the Sofhvare.
Notwithstanding the above, Licensee wiU be deemed to accept the Soft�vare module upon individual
operational and functional use of the Software module. The individual Software module will be deemed to be
in operational and functional use when the Licensee first uses the Software module to support its then current
operations in any capacity.
(g) Notwithstanding any provision to the contrary, includin; but not limited to Sofrivare Acceptance pursuant to
Section ( fl above, the parties acknowledge and agree acceptance of the TripSpark Rides on Demand application
as SaaS by Licensee shall be governed by the application acceptance provisions, as stipulated under the
corresponding Statement of Work, attached hereto as Exhibit C-12 ("Application Acceptance").
(h) Norivithstanding anything to the contrary under the Agreement, a warranty is not provided for the TripSpark
Passenger Portal (Core, Trip Booking (Booking and Cancellation), Delebate Module, Payment Inte�ration),
Notifications (Core, Outbound Notifications) Software products, and Rides on Demand application as SaaS.
(i) The parties agree to inerease the operational metrics of licensed use for the TripSpark PASS Software product
from up to three hundred and ninety-nine (399) one way booked trips per day to up to four hundred and thirty-
five (435) one way booked trips per day under the scope of the Agreement.
(j) The parties agree as result of the addition of the TripSpark Passenger Portal (Core, Trip Booking (Booking
and Cancellation), Dele�,ate Module, Payment Integration) at�d Notifications (Core, Outbound Notifications)
Software products, addition of TripSpark Rides on Demand appiication as SaaS, and the increase to the
operational metrics of licensed use for the TripSpark PASS Software as identified hereunder, Licensee shall pay
TripSpark Rides on Demand application as SaaS subscription f'ees ("Subscription Fee(s)"), Software license fees,
Hosting Services fees, and implementation Services fees in accordance with Exhibit B-12, attached hereto.
(k) All remaining terms, conditions, and covenants of the Agreement remain unchanged.
IN WITNESS WHEREOF, the parties have caused this Contract Amendment #12 to be signed by their duly authorized
representatives as of the date above.
TRAPEZE SOFTWARE GROUP, INC.
gy; � J:..� 2��7N
-�,�
Name: �.:; T � �►-�,c,.� fZ
Title: G'���� J'-'r�.ti+.� e1Z
CITY OF FORT COLLINS
June 20, 2024
By:
Na«�e:
Gec-ry Paul
Title: Purchasing Director
TRAPE'LE CONFIDENTIAL
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EXHIBIT A-12
Item Licensed Product Configuration Gross License License Date
Fee
1 Passenger Portal (Core, Trip Base Station $36,790 Effective date
Booking (Booking and of this Contract
Cancellation), Delegate Amendment
Module, Payment #12
Integration)
2 Notifications (Core, Base Station $22,583 Effective date
Outbound Notifications) of this Contract
Amendinent
#12
3 *Rides on Demand N/A N/A Access subject
to Note 2 below
Notes:
1) Licenses are provided for up to four hundred and thirry-five (435) one way booked trips per day for the
Passenger Portal (Care, Trip Booking (Booking and Cancellation), Delegate Module, Payment Integration) and
Notifications (Core, Outbound Notifications) Software products.
2) *Continued Licensee use access rights to the TripSpark Rides on Demand application as SaaS are subject to
Licensee maintaining its annual Subscription Fee payment comminnents to TripSpark, pursuant to Exhibit B-12
of this Agreement.
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EXHIBIT B-12
1.0 Application Software
Item Product
1 Software
Passenger Portal (Core)
Trip Booking (Booking & Cancellation)
Delegate Module
Payment Integration
Additional Language - Spanish
Notitications (Core)
Olitbound Notiflcations
Additional Language - Spanish
Rides on Demand
PASS license increase (up to thirtv six (36)
one way booked trips per day)
Tatal USD
Licenses
$9,046
$15,432
$6,156
$6,156
$0
$2,383
$20,200
$0
$0
$2,818
$62,191
Services
$11,200
$1,600
$6,400
$12,000
$3,200
$3,200
$14,400
$1,600
$24,750
$0
Total
$20,246
$17,032
$12,556
$18,156
$3,200
$5,583
$34,600
$1,600
$24,750
$2,818
$14
Third Party Transaction Services' Fees
TripSpark Notifications (Care, Outbound Notificarions) Software requires payment of monthly Third-Party
Transaction Services' fees by Licensee based on the number of voice minutes �ised and SMS messages transacted.
Current per-use charges are:
1. Per Voice Minute $0.03
2. Per SMS Message $0.02
Note: Third Party Transaction Services Fees pricing, as identified above, are subject to change with 90 days prior
written notice to the extent TripSpark receives such notice from third party.
2.0 Subscription Fees
Subscription Fee(s) (USD) *Year 1 xYear 2 xYear 3
Rides on Demand application as SaaS (up to
two hundred and fifty (250) rides on demand
trips per week) due upon %rst configuration of $5,882 $6,176 $6,485
software in TripSpark's hosting environiilent
Note: *First three (3) years payable Subscription Fees only, assumes a minunum (3) years' Licensee payment
commitment. For all subsequent annual renewals, Subscription Fees shall be subject to TripSpark's then current
pricing.
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EXHIBIT B-12
3.0 Hosting Services' Fees
Services' Fees
**Year 1
�*Year 2 **Year 3
$1,890 �1,985
Rides on Demand Hosting Fees are due upon first
install of Software in TripSpark's hosting $1,800
enviromnent.
Note: **First three (3) years payable Hosting Services' fees only, assumes a minimum tllree (3) years' Licensee
payment coinmihnent. For all subsequent annual renewals, Hosting Services fees shall be subject to TripSpark's then
current pricing.
Includes five (5) user ids -'�`**each additioi�al user
Includes 320GB of transfer per montn
'�`**Each additioilal 1GB
***Each 1GB of Disk Space �fter SOGB
$50 per month
$1 per month
$1 per month
Note: ***User id and GB pricing is subject to change without notice.
4.0 Payment Schedule
Milestones below will be invoiced and due on a per individual Software component basis.
Milestone Description Percentages Due
Milestone 1: Due upon execution of this Agreeinent 100% of Software license fees
Milestone 2: Due upon delivery of draft O erational Review document 25% of Services
Milestone 3: Due upon first installation of licensed Software on Licensee's test 25% of Services
environment and TripSpark's hosted environment (Rides on
Demand SaaS)
Milestone 4: Due u on delive of initial trainin session 25% of Services
Milestone 5: Due upon Software Acceptance pursuant to section ( fl, page 1 to 25% of Services
a e 2 of this Contract Amendinent
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EXHIBIT B-12
General Pricing Assumptions
1. Pricing to expire June 30, 2024, if this Amendment # 12 is not signed by such date.
2. Applicable taxes are not included and will be assessed at TripSpark invoicing. Applicable taxes are not included
and will be assessed in TripSpark invoice, unless Licensee provides TripSpark with a tax exemption certiiicate.
3. Licensee is responsible for the computer hardware & off-the-shelf software as per TripSpark's most cun-ent
specitications.
4. SQL must be used for databases for all TripSpark Software.
Software Assumptions
Passenger Portal Assumptions
All Services will be perfonned remotely.
English and Spanish languages.
Notifications Assumptions
All Services will be performed remotely.
English and Spanish languages.
Solution Functionality
TripSpark Notifications provides outbound voice callbacks for Trip Reminders and notifications.
TripSpark Notifications provides outbound SMS/Email Trip Reminders and notifications.
Trips can be Confirmed/Cancelled by SMS responses to callback reminders only.
TripSpark Notifications does not provide call center menu functionality.
Rides on Demand Assumptions
All Services will be performed remotely.
Rides on Deinand is a shared app available in Apple iOS and Google Play Stores.
Rides on Deinand is remotely hosted by TripSpark.
Rides on Deinand requires a connection over the internet to the PASS Software.
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EXHIBIT C-12
Statement of Work: Passenger Portal
This document defines the implementation services to be provided by TripSpark for the Licensee, as well as the roles and
responsibilities of the Licensee's staff and resources. All implementation services will be provided remotely, unless
otherwise stated.
Unless otherwise indicated, TripSpark will provide `standard' implementation services (project management, operational
review, testing, installation, training, etc.) as detined by TripSpark. Any services beyond what is defined in this document
will be considered out of scope, and a Work Order or Amendment will be required. Any additional costs uncovered will be
the responsibiliry of the Licensee, work related to the scope change will not commence until after software acceptance for
this project. All implementation services, materials, and training will be provided in English, unless otherwise stated.
Ove�•view
This implementation involves the following high-level tasks:
l. Operational Review
2. Software Installation and Configuration
3. Training
4. User Acceptance Testing
5. Go-Live
6. Post Go-live Licensee care
1'roduct Description
Passenger Portal is an add-on module to TripSpark's demand response and medical products. It provides an on-line
portal that allows passengers to view, book, schedule, and cancel their own bookings.
Specific functionality consists of:
1. Passenger Portal Core Software:
a. Passenger account management (backend Software)
b. Passenger proiile management
c. Ability to view details of exisring passenger bookings online
d. Ability to add and edit bulletins that passengers can view upon login
e. Help tab which displays coinmon information that will be useful for passengers
f. Ability to add custom menu links
g. Administrator Settings to customize website settings and look and feel
2. Passenger Infonnation:
a. Upcoming Trips View — see current trip status and imminent arrival tiine
b. View location of bus on a map (when agency has MDTs or Tablets)
c. "I air� Ready" button to notify dispatch of pending "Will Calls"
Trip Booking:
a. Boolc a new trip
a. Book a one way or return trip for a single date
b. Request a recurring subscription trip
c. Enter in all relevant trip details: date, time, addresses, comments, mobility aids, space types, and
additional passengers
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d. Review trip details before requesting booking
e. Ability for the trip to be booked or scheduled depending on agency configuration
Trip Review screen
a. Cancel existing bookings
b. Create a new booking from an existing booking
Delegates Module:
a. Ability for a user to view/book/cancel trips on behalf of a passenger in an access group
b. Configuration of passenger groups and user access mappings
6. Payment Integration:
a. Ability for a passenger to add funds to a pre-paid account via credit/debit card.
b. Ability for a passenger to view transaction details.
c. This module will interact with the pre-paid faring functionality within Novus or PASS.
d. This functionality is only available to the passengers directly; delegates cannot manage funds on
their behalf.
Operational Review
The operational review will involve a series of ineetings and conference calls with Licensee's project team to discuss
the business requirements.
The goal of the operational review is to:
• Review Licensee business requirements and operational needs
Review business processes to idenrify any takeaways that require mitigation strategies
Provide any sample marketing inaterials that the Licensee may be able to use
Review the Scope of Work
The outcoine is an operational review docuinent (ORD) outlining the tmderstandiilg gained from the meeYings, identifying the
deliverables, and the timing for the impleinentation as mutually agreed upon by the parties.
Software lnstallation and Confguration
Back Office
TripSparlc will install the Software remotely on the Licensee's networlc. 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 faciliry that can be used for tesring 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.
SSL Confiburation
TripSpark will assist the Licensee with SSL coniiguration provided the Licensee has purchased an SSL certificate and
already has a web domain available. TripSpark will assist the Licensee with the SSL setup.
Licensee is responsible for procuring their owil web doinain as well as an SSL certificate.
Training
Training provided will be based on TripSpark standard training agendas. Training methodology follows a train-
the trainer approach. Training sessions will vary in length dependent on topic. Training will be provided remotely,
utilizing Zoom as the preferred platform. Each session can be attended by up to six (6) employees.
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After each training session, Licensee may be required to complete project work assignments that pertain to training material
just covered and that are relevant to the operational characteristics of Passenger Portal at Licensee location. Successful
progression from each session to the next session is dependent upon diligent completion of project work assignments, by
Licensee, resulting from the previous training session. Each session builds upon mastery of material covered at the previous
session.
■ Up to four (4) hours of remote systein administrator training
■ Up to four (4) hours of reinote advanced functionality training
■ Up to one (1) day of remote training for Lisers who will interact with Web via the Novus/PASS user interface
■ Up to four (4) hours of remote training on the Payment Integration Software
In addition to training, TripSpark will provide one (1) digital copy of all available user docuinentation. Licensee is
free to create copies of the documentation for tl�eir users.
Users will also have access to recorded training videos and online sessions provided through myTripSparkcom, as
described in our standard support documentation.
Licensee's resources are encouraged to participate in all training sessions related to their field.
For remotely accessed training sessions attendees will require:
• Networked computer with access to the internet
• Necessary Software (i.e., WebEx Licensee) installed and ready to go
• For groups in a single room, LCD projector to display the material and computers per student with access to
the test environment
• Telephone or headset and microphone for audio portion
• If the items above are not available, TripSpark will work with Licensee to identify alternative arrangements.
User Acceptancc Testing (UAT)
The final phase of the impleinentation will be user acceptance testiilg. This involves Licensee utilizing the Software in the test
envuoninent to ensure the Software functions as specified in the Documentation. It is estimated that User Acceptance Testing
should take up to 2(two) weeks. TripSpark will be available for support during this rime if configuration changes are
required.
Licensee is responsible to create use cases that best demonstrate common business processes to ensure testing is appropriately
covering real business situations.
TripSpark will provide UAT templates created for general use which can be adapted by Licensee for Licensee's operationally
specific use.
Upon completion of the UAT, TripSpark and the Licensee will mutually agree upon a Soft Launch Go-Live date.
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Go-Live Support
Soft Launch Go-Live
Before releasing the Passenger Portal for all passengers, we recommend asking a select group of passengers to test the
website and assist with an additional round of troubleshooting. Basic testing for this group would include:
• Testing the registration process
• Viewing previous and upcoming trips
• Booking new trips online
• Any other feedback to enhance the functionality of the system
TripSpark will be available for support during this time if configuration changes are required.
Full Launch Go-Live
Upon completion of Soft Launch, the Licensee can now invite all passengers to enrol and access the site. TripSpark
will be available for support during this time if configuration changes are required.
Software Acceptance Neriod
The final phase of the implementation will be Software Acceptance testing while Software is in Production.
The Software Acceptance period is expected to be twenry (20) business days as outlined in the Software Acceptance section
of this Software License Amendir�ent # 12.
Upon completion of Software Acceptance, Licensee will be eligible to go into TripSpark's Licensee care program.
Transition to Customer Care
Following Software Acceptance TripSpark will schedule a Transition meeting with the Licensee to discuss ongoing
Licensee Care support. Wl�en Licensee is in Licensee care, Licensee will be eligible for upgrades, 24/7 support,
webinars, etc. subject to TripSpark's Licensee Care policies.
TripSpark Resource Respousibilities
TripSpark will provide Project Management and Off-Site Support of the Passenger Portal application at Licensee.
These services will consist of the following:
■ The TripSpark Project Manager will provide bi-weekly repoi�ts to Licensee's Project Manager. These reports
will be based on TripSpark standards and will consist of project team infonnarion, current status and next
steps.
■ For the duration of the impleinentation the TripSpark technical product expert will be available for consultation
off-site via phone or email.
Licensee's Resource Responsibilities
If Licensee causes delays by not adhering to the below responsibilities and requirements listed in this SOW, and these delays
result in additional service work being incurred by TripSpark, then TripSpark reserves the right to charge Licensee additional
services fees, which shall be the responsibility of the Licensee.
The table below identifies the resource requirements for the Licensee.
Resource Description Time Dedication Tasks
Project Manager Tl�e project manager 20% of time for o Coordinate the scheduling of all
coardinates all efforts durarion ofproject.
between Licensee and the Licensee's resources.
Tri S ark
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Page 10 of 27
Resource Description Time Dedication Tasks
o Coordination of conference
calls and meetings, as required.
o Prepare training facilities and
coordinate training sessions
o Coordinate completion of data
development
o Coordinate completion of user
acceptance testing.
Subject Matter Someone with 75% of time for
Expert intimate ltnowledge o duration ofproject. o Participation in the completion
the processes and of the Operational Review.
procedures o Participation in all training
sessions.
o Assist PM with coinpletion of
user acceptance testing and data
development.
System 25% of tl�eir time for
Administrator the duration of the o Procure and confrgure hardware
project. to a TripSpark Ready as per
each Software product's Tech
Sheet (where available).
o Participate in System
Administration training.
o Provide TripSpark Reinote
Desktop (RDP) over secured
Virtual Private Network (VPN)
access to servers where PASS
and PASS databases will be
installed.
Testers Responsible for user 50% of their time o Execute user acceptance
acceptance testing during the testing
phase of the project. testing.
Users Examples: 50% of tl�eir time
Dispatchers, during the training o Participate in end user training.
Schedulers, and transition phase
Reservationists of the ro�ect.
Timeline
TripSpark's Project Manager will reach out within four (4) weeks from the execution of this Amendment #12 to
schedule a kick-off calL The kick-off call shall be scheduled as agreed upon by both parties.
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TripSpark's Project Manager will reach out within two (2) weeks from the kick-off call to schedlile the Operational
Review. The Operational Review meeting shall be scheduled as agreed upon by both parties.
The Services as outlined in this document can be completed within approximately tl�ree (3) montl�s from the
Operational Review. During the Operational Review, a project plan will be prepared for this software module.
Assumptions
Licensee is responsible for the purchase and installation of any required server hardware and Microsoft
SQL databases, SQL inust be used for the database. (Servers shall be preconiigured to TripSpark's
specifications)
- Software will be delivered `off=the-shelf . Off the shelf ineans:
- Software will be installed "as-is" (no c�istomizations) and existing fi,inctionality within the
Software will be used or adapted for the needs of this project. Feature requests or
improvements wil] be considered after Software Acceptance for this project is completed.
- It is assumed this software will take advantage of existing TripSpark infrastructure, data sources and
software unless otherwise stated
- Licensee is responsible for providing a server for their test environment and production environment
- Licensee will provide physical servers or VMs that meet TripSpark's minimum hardware specifications
and network diagram that will be provided at the project Operational Review. If Licensee chooses to
use VMs Licensee will be solely responsible for setting up, maintaining, diagnosing, or troubleshooting
VMs
- TripSpark does not provide any custom web markup ar web design outside of items that can be
configured in the administration pages.
- Licensee is required to sign up and set up billing for their own Google account, to obtain a Google
Maps Key
- The Feedback functionality of Passenger Portal can only function if the Licensee has acquired Novus-
COM
- Passenger Portal will be in English and Spanish languages.
- Unless noted otherwise, Stripe will be used as the Payment Service Provider (PSP). The Licensee will
be responsible for signing up for a Stripe accom�t.
- Payment Integration requires PASS v. 12 ar later.
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EXHIBIT C-12
Statement of Work: Notifications
This document defines the services to be provided by TripSpark for fl1e Licensee, as well as the roles and responsibilities of
the Licensee's staff and resources. All services will be provided remotely, unless explicitly stated otherwise.
Unless otherwise indicated, TripSpark will provide `standard' implementation services (project management, operational
review, testing, installation, training, etc.) as defined by TripSpark.
Any services beyond what is defined in this document will be considered out of scope, and either an Amendment to the
contract or a Work Order will be required. Any additional costs uncovered from the scope changes will be the
responsibility of the Licensee. Work related to the scope changes will not commence until after software acceptance for
this project. All unplementation services, materials, and training will be provided in English, unless otherwise stated.
Overview
This implementation involves the following high-level tasks:
• Operational Review
• Software Installation and Configuration
• Training
• User Acceptance Testing
• Go-Live Support
Product Description
Notifcations is an add-on module to TripSpark's demand response and medical products. The Notifications software
consists of a service and a confguration/inonitoring application. The Notifications service coinmunicates with PASS
on the internal network, as well as cloud-based services to send/receive calls and text messages.
Specific functionality consists of:
Outbound Functionality
Next day trip re�ninders with ability to confirm/cancel via touch tone
Imminent arrival notifications
No show notifications
Trip booking confirmations
Mass notifications
Account Balance notifications if enabled
Ope�•ational Review
The operational review will involve a series of ineetings and conference calls with the Licensee's project team to discuss the
business requirements.
The goal of the operational review is to:
• Review Licensee business requirements and operational needs
• Review business processes to identify any takeaways that require mitigation strategies
• Provide any sample inarketing inaterials that the Licensee may be able to use
Review the Scope of Work
The outcome is an operational review document (ORD) outlining the understanding gained from the meetings, identifying the
deliverables, and the timing for the implementarion as mutually agreed upon by the parties.
TRAPEZE CONFIDENTIAL
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Software lnstallation ancl Configuration
TripSpark will install the software reinotely on the Licensee's network. The Software will be installed once (1) within the
test envirorunent. TripSpark will also provide assistance with transitioning the Software to the production environment.
The Licensee may be required to add/modify part fltering n►les in their iirewall, to facilitate the coinmunication between
PASS, the Notifications service, and cloud-based services with TripSpark support as required. The Licensee must have a test
environment at their facility that can be used for testing new versions of the Software. The Licensee's test environment must
include a test version of PASS (complete with its database) that is configured the same way as in the production environment.
It is the Licensee's responsibiliry to ensure adequate user testing is completed before implementation of the Software in a live
environment. It is also the Licensee's responsibility to ensure that all tests are performed with test Voice/SMS numbers - not
numbers of their actual Licensees.
Tr�ining
Training provided will be based on TripSpark standard training agendas. Training methodology follows a train-the trainer
approach. Tr�ining sessions will vary in length dependent on topic. Training will be provided remotely, utilizing Zoom as the
prefen�ed platform. Eadl session can be attended by up to six (6) employees.
Up to four (4) hours of Remote System Administrator Training, coi7sisting o£
o Configuration and maintenance of administrative functions in the Notifications interface related
to Notification Types, Coimnunication Modes, Agency Information, Notifications, Licensee
Configuration, EmaillVoice/SMS Parameters
Up to four (4) hours of Remote Advanced Functionaliry and User Training, consisting of:
o User training for front line stafF, including overview of Notifications, types of inessaging and
what is required in Novus or PASS to trigger notifcations
In addition to training, TripSpark will provide one (1) digital copy of all available user documentarion. Licensee is free to
create copies of the provided documentation for their users.
Users will also have access to recorded training videos and online sessions provided through mytripspark.com, as described
in our standard support documentation.
Licensee's resources a��e encouraged to participate in all training sessions related to their field, as outlined in the Operational
Review.
For remotely accessed training sessions attendees will require:
• Networked computer with access to the internet
• Necessary Software (i.e., WebEx Licensee) installed and ready to go
• For groups in a single room, LCD projector to display the material and computers per student with
access to the test enviromnent
• Telephone or headset and microphone for audio portion
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• If the items above are not available, TripSpark will work with Licensee to identify alternative
arrangements.
User Acceptancc Testing (UAT)
Licensee must complete testing of Notifications with internal tesring accounts using local or agency phone numbers. It is
estimated that User Acceptance Testing should take up to 2(two) weeks. TripSpark will be available for support during
this time if configuration changes are required. Licensee is responsible to create use cases t11at best demonstrate common
busuless processes to ensure testing is appropriately covering real business situations.
TripSpark will provide UAT templates created for general use which can be adapted by Licensee for Licensee's operationally
specific use.
Upon completion of Y11e UAT, TripSpark and the Licensee will muttially agree upon a Soft Launch Go-Live date.
Go-Livc Support
Soft Launch Go-Live
Licensee should enrol an ideal sample population of passengers in Notifications for a pilot run. These passengers are expected
to provide quality feedbacic and thoroughly coirununicate their experiences. TripSpark will be available for support during this
time if configuration changes are required.
Full Launch Go-Live
Upon completion of Soft Launch for Notifications, you can now enrol all passengers at their discretion. TripSpark will be
available for support during this time if configuration changes are required.
Note: TripSpark highly discourages mass enrolments, to maintain HIPAA compliance. The recominended method is an opt-in
approach where users can confirin phone numbers and einail addresses prior to any notifications being sent.
Software Acceptance Period
The final phase of the implementation will be Software Acceptance testing while Software is in Production.
The Software Acceptance period is expected to be approximately twenty (20) business days.
Upon completion of Software Acceptance, Licensee will be eligible to go into TripSpark's Custoiner Care program.
Transition to Customer Care
Following Software Acceptance TripSpark will schedule a Transition meering with the Licensee to discuss ongoing
Customer Care support. When Licensee is in customer care, Licensee will be eligible for upgrades, 24/7 support, webinars,
etc. subject to TripSpark's Customer Care policies.
TripSpark Resource Responsibilities
TripSpark will provide Project Management and Off-Site Support of the Notiiications application 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 informarion, current status, and next steps.
• For the duration of the implementation the TripSpark technical product expert will be available for
constiltation off-site via phone or email.
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Licensee Resource Re�sponsibilitie�s
If Licensee causes delays by not adhering to the below responsibiliries and requirements listed in this SOW, and these
delays result in additional service wark being incurred by TripSpark, then TripSpark reserves the right to charge Licensee
additional services fees, which shall be the responsibility of the Licensee.
The table below identifies the resource requirements far the Licensee.
Resource Description Time Dedication Tasks
Project Manager The project inanager 20% of tiine for o Coordinate the scheduling of all the
coordinates all efforts duration of project.
between Licensee and Licensee's resources.
TripSpark o Coordination of conference calls
and ineetings, as required.
o Prepare training facilities and
coordinate training sessions.
o Coordinate coinpletion of data
developmei�t.
o Coordinate complerion of user
acceptance testing.
Subject Matter Someone with 75% of time for o Participation in the complerion of
Expert intimate knowledge o durarion of project.
the processes and the Operational Review.
procedures o Participation in all training
sessions.
o AssisY PM with coi7lpletion of user
acceptance testing and data
development.
System 25% of their time for
Administrator the duration of the o Procure and configure hardware to
project. a TripSparlc Ready specification as
per each Software product's Tech
Sheet (where available).
o Participate in System
Administration training
o Provide TripSpark Remote
Desktop (RDP) over secured
Virtual Private Netwoi-k (VPN)
access to servers where PASS and
PASS databases will be installed.
Testers Responsible for user 50% of their time o Execute user acceptance testing.
acceptance testing during the tesring
phase of the project.
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Resource Description Time Dedication Tasks
End Users 50% of their rime
during the training o Participate in end user training.
and transition pl�ase
of the ro'ect.
Timeline
TripSpark's Project Manager will reacl� out within 3 weeks from the execution of this agreement to schedule a kick-off call.
The kick-off call shall be scheduled as agreed upon by both parties.
TripSpark's Project Manager will reacl� out within 2 weeks from the kick-off call to schedule the Operational Review. The
Operational Review meeting shall be scheduled as agreed upon by both parties.
The Services as outlined in this docuinent can be completed within approximately three (3) months from the Operational
Review. During the Operational Review, a project plan will be prepared for this software inodule.
Assumptions
The key assmnptions that TripSpark l�as employed while determining the level of effort involved with this implementation are
presented below.
- Licensee is responsible far the purchase and installation of any required server hardware and Microsoft
SQL databases, SQL must be used far the database. (Servers shall be preconfigw-ed to TripSpark's
specifications)
- Software will be delivered `off-the-shel£' Off the shelf ineans:
- Software will be installed "as-is" (no customizations) and existing functionaliry within the
Software will be used or adapted for the needs of this project. Feature requests or
improvements will be considered after Software Acceptance for this project is completed.
- Licensee is responsible for the payment of fees associated with their usage of the Notifications
Software
- Notiiications are in English and Spanish. Licensee will be responsible far providing translations for
Notifications
- It is assumed this software will take advantage of existing TripSpark infrastructure, data sources and
software unless otherwise stated
- Licensee is responsible for providing a server for their test environment and production environment
- Licensee will provide physical servers or VMs that meet TripSpark's minimum hardware specifications
and network diagrain that will be provided at the project Operational Review. If Licensee chooses to be
use VMs Licensee will be solely responsible for setting L►p, maintaining, diagnosing, or troLibleshooring
VMs. (If this is an on-preinises installation).
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EXHIBIT C-12
Statement of Work: Rides on Demand
This document defines the implementation services to be provided by TripSpark for the Licensee, as well as the roles
and responsibilities of the Licensee's staff and resources. All implementation services will be provided remotely, unless
otherwise stated.
Unless otherwise indicated, TripSpark will provide `standard' implementation services (project management, operational
review, testing, installation, training, etc.) as defined by TripSpark. Any services beyond what is defined in this document
will be considered out of scope, and a Change Order will be required. All iinplementation services, inaterials, and
training will be provided in English, unless otherwise stated.
Overview
This implementation involves the following high-level tasks:
1. Operational Review
2. Custom Branding and User Agreements
3. Software Installation and Configuration
4. Training
5. User Acceptance Testulg
6. Go-Live
7. Transition to Customer Care
Product Description
Rides On Demand is TripSpark's multi-modal trip planning solution that integrates seamlessly with our Demand
Response solutions and with any Fixed Route service that can provide a GTFS-RT feed.
MoD will initially allow Microtransit service to be provided using the PASS back-office to automate scheduling.
Following the roll-out of Microtransit service, MoD will enable Paratransit riders to track and book ADA trips. Once
Microtransit and Paratransit trips are established in MoD, the solution will then allow the tracking of Fixed Route
services and lastly enable multi-modal trip planning and booking.
Operational Review
The operational review will involve a series of ineetings and conference calls with the Licensee's project team to
discuss the business requirements.
The goal of the operational review is to:
• Review the Licensee's business requirements and operational needs
• Review business processes to identify any takeaways that require initigation strategies
• Provide available teinplate marketing inaterials to Licensee
• Review the Scope of Worlc
The outcome is an operational review document (ORD) outlining the understanding gained from the meetings, identifying
the deliverables, and the timing far the implementarion as mutually agreed upon by the parties.
Custom Br•anding and User Agreements
TripSpark will work with the Licensee such that the Rides on Demand app will reflect their branding for the purposes of
agency selection by the user within the app and when using the app for Licensee's services.
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Licensee must provide iiles that contain the necessary branding content that will help TripSpark create and maintain the
branding.
Licensee must provide TripSpark with the terms of use and the privacy policy specific to their service offered by the
application. This is required for the Google Play and Apple App Stores.
Software Installation and Contigiu�afion
Software �nst�allation - Web API
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.
The Licensee must have a test environment at their facility that can be used for testing new versions of the
Software. It is the Licensee's responsibility to ensure adequate user testing is completed before implementation of
the Software in a live environment.
The Licensee inust provide TripSpark access to a GTFS-RT feed to support real-time location information and inulti-
inodal trip planning within the Rides on Demand application.
Confi;;uration
TripSpark will assist the Licensee in imparting or configuring bus stops, travel zones, and travel rules within
PASS.
TripSpark will also assist the Licensee in configurarion for the following items:
• Service Types
• Cancel Codes
• Passenger Types
• Seat Types
• Violation Sets
• Context Properties
TripSpark will configure the following within the Mobility on Demand application:
• Connection inforination to the Licensee's enviroiunent
• Configurable feature options
Licensee must provide a GTFS-RT feed, no configuration is expected or required for MoD to urilize the feed.
Trainin�
Trainiug provided will Ue based on TripSpark standard training agendas. Training methodology follows a train-the
trainer approach. Training sessions will vary in length dependent on topic. Training will be provided remotely, utilizing
Zoom as the prefened platfonn. Each session can be attended by up to six (6) employees.
After each training session, the Licensee inay be required to complete project work assigmnents that pertain to training
material just covered and that are relevant to the operational characteristics of Rides on Demand at Licensee location.
Successfiil progression from each session to the next session is dependent upon diligent completion of project work
assignments, by Licensee, resulting from the previous training session. Each session builds upon mastery of material
covered at the previous session.
• Back office and dispatch training
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o This training will focus on changing configurable settings within the service type for both Rides
on Demand and PASS
• Licensee service training
o This training will focus on providing the slcillset to tl�e Licensee's customer service team to
support the Licensee's ridership with ongoing issues
Iu addition to training, TripSpark will provide digital copies of all available user documentation. The Licensee is
fi-ee to create copies of the documentarion for their users. Users will also l�ave access to recorded training videos
and online sessions provided through inyTripSpark.com, as described in our standard support documentation.
The Licensee's resources are encouraged to participate in all training sessions related to their field.
For remotely accessed training sessions attendees will require:
• Networked computer with access to the internet
• Telephone or headset and microphone far audio porrion
If the items above are not available, TripSpark will work with the Licensee to identify alternative arrangements.
User Acceptance Testing (UAT)
UAT involves the Licensee utilizing the application alongside the back-ofiice software in a test enviromnent to ensure
the solution functions as specified in the documentation. It is estimated that User Acceptance Testing should take up to
two (2) weeks. TripSpark will be available for support during this time if configuration changes are required. The
Licensee is responsible to create use cases that best demonstrate common business processes to ensure testing is
appropriately covering real business situations.
TripSpark will provide UAT templates ereated for general Lise which can be adapted by the Licensee for the Licensee's
operational specific use.
Upon coinpletion of the UAT, TripSpark and the Licensee will inutually agree upon a Soft Launch Go-Live date.
TripSparlc will add the new agency-specific service to the application via a menu hidden from the public. TripSparlc will
provide special access instructions (including passcode) for enabling the service menli to allow for the funcrionality to
be tested before being released to the public.
Go-Live Support
Soft Launch Go-Live
TripSparlc will redirect the Web API to coinmunicate with the Licensee's production environment. Before releasing
Rides On Demand for all passengers, we recommend asking a select group of passengers to download and use the
application and assist with an additional rotmd of troubleshooting. Basic testing for this group would include:
• Licensee registration
• Trip booking
• Trip processing
• Accuracy of information provided to rider
rull Lawich Go-Live
Upon completion of Soft Launch, the Licensee can now invite all passengers to register and access the application.
TripSpark will be available for support during this time if configuration changes are required.
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Application Acceptance
The final phase of the implementation will be applicarion acceptance testing while the application is running with the
back-office software in production.
The TripSpark Rides on Demand application as SaaS shall be deemed accepted by Licensee on soft launch go-
live, as defined above.
Transition to Customer Care
Following application acceptance as defined hereunder, TripSpark will schedule a transition meeting with the Licensee to
discuss ongoing Custoiner Care support.
T�-ipSpark Resource Responsibilities
TripSpark will provide Project Management and Off-Site Support of the Rides on Demand application to the Licensee.
These services will consist of the following:
■ The TripSpark Project Manager will provide bi-weekly reports to the Licensee's Project Manager. 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's Resource Responsibilities
lf the Licensee causes delays by not adhering to the below responsibilities and requirements listed in this SOW, and
these delays result in additional service work being incurred by TripSpark, then TripSpark reserves the right to charge
the Licensee additional services fees, which shall be the responsibility of the Licensee.
The table below identifies the resource requirements for the Licensee:
Resource Description Time Dedication Tasks
Project Manager The project manager 20% of time for o Coordinate the scheduling of all the
coordinates all efforts duration of project.
between the Licensee Licensee's resources.
and TripSpark o Coordination of conference calls and
meetings, as required.
o Prepare training facilities and
coordinate training sessions
o Coordinate completion of data
development
o Coardinate complerion of user
acceptance testing.
Subject Matter Someone with 75% of time for o Participation in the completion of the
Expert intimate knowledge o duration of project.
the processes and Operational Review.
procedures o Participation in all training sessions.
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Resource Description Time Dedication Tasks
o Assist PM with completion of user
acceptance testing and data
development.
System 25% of their time for
Administrator the duration of the � Procure and configure hardware to a
project. TripSpark Ready as per each
Soiware product's Tech Sheet
(where available).
o Participate in System Administration
training.
o Provide TripSpark Remote Desktop
(RDP) over secured Virtual Private
Network (VPN) access to servers
where PASS and PASS databases
will be installed.
Testers Responsible for user 50% of their time
acceptance testing during the testing o Execute user acceptance testing.
phase of the project.
End Users Examples: 50% of their time
Dispatchers, during the training o Participate in end user training.
Schedulers, Drivers, and transition phase
Reservationists of the project.
Timeline
TripSparl<'s Project Manager will reach out within four (8) weeks from the execution of this Amendment #12 to schedule a
kick-off call. The kick-off call shall be scheduled as agreed upon by both parties.
TripSpa►-Ic's Project Manager will reach out within two (2) weeks fi-oir� the kick-off call to schedule the Operational Review.
The Operational Review meeting shall be scheduled as agreed upon by both parries.
The services as outlined in this document can be completed within approximately three (3) months from the Operarional
Review. During the Operational Review, a project plan will be prepared for this software inodule.
Assu►nptions
TripSpark will not be providing customer service directly to the ridership for the Licensee.
Application will be delivered `off-the-shel£' Off the shelf ineans:
Application will be delivered "as-is" (no customizations, only configurations) and existing
funcrionaliry within the Applicarion will be used or adapted for the needs of this project. Feahire
requests or improvements will be considered after Application Acceptance for this project is
completed.
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- It is assumed this applicarion will take advantage of existing TripSpark infrastructure, data sources, and
software unless otherwise stated.
- Rides On Demand will be in English only.
- Rides On Demand requires PASS version 21 or later. Other TripSpark software components such as the
software on the Licensee's mobile devices, and associated gateway software such as XGate, may need
to be upgraded in tandem with PASS.
- Rides On Demand requires Ranger or DriverMate MDTs, if these are not in use then validation testing
must be completed on whichever 3"� party MDTs are in use. If development efforts are needed to work
with the 3�d party MDTs, then the Licensee is responsible for any costs incurred, assuming the 3'd party
will work with TripSpark.
- TripSpark will publish the application to the Google Play and Apple App stores. TripSpark does not
take responsibility for the services the Licensee is providing. Upon selecting a specific agency, an
agency's own terms or disclaimer will come up.
- Licensee is responsible for marketing the Rides on Demand App to the public. Marketing may involve
a public education campaign.
- Licensee must have a Privacy Policy and Terms of Use that is compliant with both Apple App and
Google Play stores.
- Licensee is responsible for all agency-configurable images and logos to be utilized in the application
and must have them scaled appropriately to size.
- Licensee is responsible for all charges incurred by using Google's APPs as well as all charges incurred
from Twillio for SMS notifications.
- Licensee is responsible for providing a functioning and working GTFS-RT feed, TripSpark is not
responsible for the feed's functionality and acceptability by Rides on Demand. Rides On Demand will
align with GTFS-RT standards, meaning that if Google has accepted the feed, we shot�ld be able to as
well.
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EXHIBIT D-12
Hosting Services
1. OVERViEW
This Exhibit D-12 describes the hosting services for the TripSpark Rides on Demand application SaaS under the
Agreement ("Hosting Services") to be provided by TripSpark, the respective responsibilities of the parties, the service
level objectives ("SLOs"), and the problem management process.
2. HOSTING SERVICES
The general scope of services addressed by this Agreement includes the operation, maintenance, and support of the:
(i) Database TripSpark Rides on Demand application as SaaS for the TripSpark Rides on Demand application SaaS
hosted under this Agreement
(ii) Database security
(iii) Da�ta Center server operation
The scope of Services speciiically excludes operation and inaintenance of the following:
(i) Licensee hardware, including Licensee's servers, printers, network hardware (including routers and switches) and
other (ii) Licensee site computing equipinent
(iii) Licensee application TripSpark Rides on Demand applicarion as SaaS
(iv) Licensee Local Area Networks ("LAN")
(v) Licensee network infrastructure for connecting to the Internet and to the TripSpark Data Center
All Hosting Services will be provided by TripSpark to and for the Licensee's benefit in a manner that will meet the
objectives outlined in the Service Level Objectives below.
Support TripSpark Rides on Demand application SaaS
Support TripSpark Rides on Demand application as SaaS includes the operating system, utilities, database TripSpark
Rides on Demand application as SaaS, and all necessary licenses required to operate the TripSpark Rides on Demand
application as SaaS as provided by TripSpark as part of the Hosting Services.
Hardware
Licensee shall provide the telecommunications equipment, communication lines, and associated internet services for
connection fi•om Licensee's site to the Data Center.
Database Instances
TripSpark will inaintain a single producrion database instance up to SOGB. This production database will provide the
daily, real-rime transacrion data to the users.
Internet Bandwidth
TripSpark will provide up to 1Mbps pursuant tl�is Agree�nent. Additional bandwidth is charged at the then current rate.
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Backups
Full database bacicups, along with hourly transaction log backups, are done on a regular basis. Backup data is retained
for 14 days.
Aours of System Operations
The TripSpark Rides on Demand application as SaaS will be accessible and available to the Licensee and capable of all
normal operating functions 24 hours a day, seven days a week except for periods of scheduled maintenance and
previously approved outages. TripSpark will not be held responsible for inaccessibility arising from cominunications
probleins occurring anywhere beyond the TripSpark side of the router resident at the Data Center, nor will these hours
of unavailability be counted as unavailable.
Data Center Maintenance
TripSpark will complete routine maintenance on the TripSpark Rides on Demand application as SaaS systems quarterly.
TripSpark will provide at least seven (7) business days' notice to these planned outages.
If TripSpark is required to perfonn additional mlintenance outside of the scheduled �naintenance window, it will notify
the Licensee via email of its request. The Licensee and TripSpark will mut�ially agree on the downtime, which will then
be coilsidered a period of scheduled maintenance.
Travel Expense
ln addition to the fees set forth above, if TripSpark is required by Licensee to attend and perform Services on-site,
Licensee shall reunburse TripSpark for air fare, meals, ground transportation, and other reasonable travel and livi�g
expenses incurred by TripSpark in suppart of this Agreeinent during provision of support services at the Licensee site.
SERVICE LEVEL OBJECTIVES
These Service Level Objectives are intended to provide an understanding of the level of service to be delivered by the
TripSpark for tl�e Hosting Services specified in this Exhibit D-12. The service levels set forth below apply to the
Hosting Services provided by TripSpark under this Agreement.
AVAILABILITY
TripSpark will use commercially reasonable efforts to provide Hosting Services with an average of 99% Availability
(as such term is hereinafter defined) for each quarter during the Tenn. For purposes of the Agreement, "Availability"
during any quarter refers to an Authorized User's ability to log into the TripSpark Rides on Demand application as SaaS
during such quarter, and will be calculated in accordance with the following formula:
x—(y-z)ly* 100
Where,
"x" is the Availability of the TripSpark Rides on Demand as application SaaS during the quarter.
"y" is the total number of hours in such quarter minus the number of hours during such quarter that the
Licensee is unable to log into the TripSpark Rides on Demand as application SaaS because of (a) regularly
scheduled maintenance windows far the TripSpark Rides on Demand application as SaaS and for times
in wl�ich Licensee has been nori�ed in writing (including e-mail) by TripSpark in advance thereof; (b) a
Force Majeure Event; (c) non-performance of hardware, TripSpark Rides on Demand application as SaaS
, ISP connections, and other equipment that is not provided by TripSpark or certified by TripSpark for use
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in conjunction with the Hosting Services (except as such non-perforinance is directly or indirectly caused
by TripSpark).
"z" is the number of hours in such month ciuring wl�ich the Licensee is unable to log into the TripSpark
Rides on De�nand application as SaaS (otl�er than for reasons set forth in the definition of "y" above);
provided that TripSpark has been notified or is otherwise aware (or reasonably, should be aware) of
Licensee's inability to utilize the TripSpark Rides on De�nand application as SaaS.
4. LICENSEE RESPONSIBILITIES
The Licensee is responsible for:
• Assigning a primary and alternate Licensee representative to coordinate all communications and activities
related to TripSpark services.
• Providing contact infonnation for a primary and an alternate contact to TripSpark that will be added to
the notification lists upon execution of this Agreement.
• Providing user identification data and determining the appropriate security profile for each user. Licensee
will control security at the TripSpark Rides on Demand application as SaaS level.
• All printing. No print job will print at the Data Center and all physical printing requirements will be
managed by the Licensee.
• The purchase and installation of printers at Licensee's sites for the TripSpark Rides on Demand
application as SaaS being utilized.
• Installation, operation, and maintenance of all workstation TripSpark Rides on Demand application as
SaaS and Licensee's LAN, existing data communications configuration, hardware, or TripSpark Rides on
Demand application as SaaS required at the Licensee's site. TripSpark network and network responsibility
extends from the TripSpark routers at TripSpark's sites to all connected equipment at TripSpark's sites.
• Testing updates and fixes applied by TripSpark to TripSpark Rides on Demand application as SaaS used
by Licensee. Except for emergency fixes, Licensee will test updates and fixes prior to their introduction
to the production environment within a mutually agreed upon timeframe.
• Testing upgrades. Upgrades will be inoved to production by the TripSpark at the end of the Licensee
testing period unless specific problems are docuinented in writing to TripSpark.
• Diligent analysis of suspected problems to determine their specific nature and possible causes before
calling the TripSpark far assistance. Notwithstanding this diligence requirement, Licensee is responsible
for informing TripSpark of any problems encountered in a timely manner.
5. OWNERSHIP OF TRIPSPARK RIDES ON DEMAND APPLICATiON AS SAAS AND DATA
Licensee shall not obtain any ownership rights, title, or interest in the TripSpark Rides on Demand application as
SaaS, hardware or systems developed or employed by TripSpark in providing any SaaS and Services under the
Agreement. TripSpark shall not obtain any ownership rights, title or interest to Licensee's data contained within the
TripSpark Rides on Demand application as SaaS database. Upon request by Licensee before or within sixty (60)
days after the effective date of termination, TripSpark will make available to Licensee their data in secure (i.e.,
encrypted, and appropriated authenticated) SQL bak forinat file. Should Licensee request a different forinat, Licensee
may be subject to additional costs . If TripSpark has not received a written request from Licensee within the sixty
(60) day period, TripSpark shall notify the Licensee in writing of its intent to destroy the Licensee's data, as it exists
at the date of expiration or termination and provide the Licensee thirty (30) additional days to respond before
destroying the Lice��see's data.
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6. Data Privacv. lf applicable, TripSpark will comply with all applicable data privacy regulations and laws,
specifically including Colorado's Privacy Act § 6-1-1301 et. seq. (tl�e "Privacy AcY'). TripSpark shall ensure that
each person processing any personal data in TripSpark's possession during the perfor�nance of TripSpark's Service(s)
is subject to a dury of confidentialiry with respect to the data. If applicable, TripSpark shall require that any
subcontractors ineet the obligations of TripSpark with respect to any persona] data connected to this Agreement. The
parties agree that upon termination of the Service(s) that TripSpark shall, delete or return all personal data to Licensee
unless retention of the personal data is required by law. TripSpark shall make available to Licensee all information
necessary, as TripSpark determines, will demonstrate compliance witl� the obligations of the Privacy Act.
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