The URL can be used to link to this page

Home My WebLink About189591 TRAPEZE SOFTWARE GROUP INC - CONTRACT - RFP - 7588 TRANSIT ASSET MANAGEMENTDocuSign Envelope ID: E83D4E93-1507AO65-AADB-F5D6F687CDC5 CONTRACT AMENDMENT THIS AMENDMENT is made effective this 3rd day of June 2014 between: Trapeze Software Group, Inc. with its place of business at 8360 East Via de Ventura, Scottsdale, Arizona, U.S.A. 85258, ("Trapeze"); and 2. City of Fort Collins with its place of business at 6570 Portner Road, Fort Collins, Colorado, U.S.A. 80526 ("Licensee"). WHEREAS Trapeze and Licensee intend to amend the Software Maintenance Agreement dated January 201h, 2000, Contract Amendment dated September 18"i, 2007, Contract Amendment dated November 11, 2007, Contract Amendment dated November 28'h, 2007, Contract Amendment dated April P, 2008, and Contract Amendment dated March 151h, 2013 (collectively, the "Agreement"), in order to add the Trapeze EAM Software, Mobile Focus Software, and the third party Crystal XI Reports Server OEM -Throttled licensed product requiring maintenance support under the Agreement. NOW THEREFORE Trapeze and Licensee agree as follows: I. Amendment to Agreement (a) The parties agree to add the Trapeze EAM Software, MobileFocus Software, and third party licensed Crystal XI Reports licensed product to the scope of the Agreement. Exhibit A attached hereto, is therefore added to and incorporated within the terms of the original Agreement. (b) The parties agree that all maintenance fees for the Trapeze EAM Software, MobileFocus Software, and third party Crystal XI Reports licensed product shall be invoiced and paid in accordance with the annual maintenance fees and payment terms as identified under Exhibit A6, attached hereto. (c) The Agreement is subject to the requirements of the Colorado Open Records Act and all State and Federal laws regarding public records involving local government purchasing and procurement. The parties hereby agree that Trapeze detailed line -item level pricing will not be disclosed to any third party. (d) All remaining terms, conditions, and covenants of the Agreement remain unchanged. Page I of 2 DocuSign Envelope ID: E83D4E93-15074065-AADB-F5D6F687CDC5 EXHIBIT C-9 Statement of Work The Trapeze Statement of Work for EAM Implementation dated May 12, 2014, attached hereto and made a part of this Contract Amendment. Page 7 DocuSign Envelope ID: E83D4Eg3-1507-4065-AADB-F5D6F687CDC5 <r TrapezeTM STATEMENT OF WORK City of Fort Collins, Transfort Implementation Trapeze Enterprise Asset Management (EAM) May 12, 2014 DocuSign Envelope ID: E83D4E93-1507-4065-AADB-F5D6F687CDC5 41r;rTrapeze- STATEMENT OF WORK PAGE 2 Contents..................................................................................................................................................................2 A. EAM Implementation..........................................................................................................................................3 WBS A.1 Project Kick-off and Planning Services.................................................................................................... 3 WBS A.2 Project Management Services................................................................................................................4 WBSA.3 Operational Review................................................................................................................................ 5 WBS A.4 Hardware Procurement and Installation.................................................................................................6 WBS A.5 Software Installation Services.................................................................................................................9 WBS A.6 System Set-up Consulting Services........................................................................................................ 10 WBSA.7 Data Conversion Services...................................................................................................................... 12 WBS A.8 Interface Development Services........................................................................................................... 15 WBSA.9 System Testing Services........................................................................................................................ 20 WBS A.10Training Delivery Services...................................................................................................................21 WBSA.11 Support Live Operations..................................................................................................................... 24 WBS B.1 Work Order History Data Conversion.................................................................................................... 25 WBS B.2 Enhanced System Design Services.........................................................................................................26 WBS B.3 Additional Interface Development Services - Automated Add/Update of Master Asset/Equipment Records.............................................................................................................................................................. 27 Preliminary Schedule for EAM Implementation 28 Assumptions.......................................................................................................................................................... 28 Trapeze Confidential and Proprietary I February 2, 2014 DocuSign Envelope ID: E83D4E93-15074065-AADB-F5D6F687CDC5 2rapezeSTATEMENT OF WORK PAGE 3 :A. EAM Implementation WBS A.1 Project Kick-off and Planning Services Project Start-up Trapeze will conduct a kick-off conference call with the Transfort department's project leaders to introduce project stakeholders, review team roles, review project tasks and finalize the project schedule. After the meeting, Trapeze will revise the project tasks and schedule as necessary. Trapeze will provide the revised schedule to the Transfort project manager. Trapeze recommends the department appoint a core project team with representatives from all functional or operational areas of the maintenance operation. This core group must have the authority and charter to make appropriate decisions regarding the implementation. The core group representatives should have complete knowledge and familiarity with Transfort's operations and objectives, and will form the majority of the roll -out team later in the project. The Transfort project team will define their roles and responsibilities and establish project standards and controls. The Transfort department will appoint a project manager, a maintenance project lead, and supporting personnel from the designated functional and operational areas. Transfort's project manager will lead the Transfort project team and be responsible for their personnel and resources on the project. The maintenance project lead will be responsible for the configuration and implementation of EAM and for facilitating decisions among the core maintenance group. Trapeze Deliverable for Project Kick-off and Planning Services • Participation in the project kick-off meeting; • Revision of project plan and schedule. Transfort is responsible for all deliverables not specifically included above. Trapeze Confidential and Proprietary I February 2, 2014 DocuSign Envelope ID: E83D4E93-1507-4065-AADB-F5D6F687CDC5 <rT—rapeze- WBS A.2 Project Management Services Project management and oversight STATEMENT OF WORK PAGE 4 Trapeze will provide project management and oversight services to execute the project plan. The Trapeze project manager will coordinate Trapeze project activities. Trapeze will provide the following project management services: • Coordination of project resources and work so that milestones are met in an efficient manner; • Follow-up on action items and issues; • Work with Transfort to manage risks throughout the project; • Serve as the main point of contact for Transfort's maintenance lead and project manager; • Provide updates every month to the work plan and project budget. The Trapeze project manager will ensure that sufficient resources are available to implement the system in accordance with the project requirements. The Trapeze project manager will monitor the project resources to ensure quality delivery of services and that the deliverables are completed in accordance with the project requirements. Trapeze will assign a professional services manager and senior -level program manager to provide additional subject matter expertise, monitor the project resources and budget, and ensure quality delivery of services. The professional services manager is Transfort's first escalation point for any issues arising during the project while the program manager will provide executive level communication and support. Trapeze Deliverable for Project Management Services • Status meetings and update to relevant status reports; o At Transfort's request, status meetings will occur weekly during the beginning and the end of the project. The project managers will determine the frequency of meetings during the middle of the project but monthly meetings may suffice. • Management of action items, issues and risks. Transfort is responsible for all deliverables not specifically included above. Trapeze Confidential and Proprietary I February 2, 2014 DocuSign Envelope ID: E83D4E93-1507-4065-AADB-F5D6F687CDC5 <ZT—rapeze- WBS A.3 Operational Review STATEMENT OF WORK PAGE 5 In lieu of conducting a system orientation, Trapeze will prepare and lead an operational review with Transfort's key staff and stakeholders. The primary purpose of the review is to ensure Trapeze has an accurate understanding of Transfort's operational and technical requirements so the following goals can be accomplished: • Identify what features of the out of the box EAM system will be implemented; • Identify any customizations to the out of the box EAM software that will be required to satisfy Transfort's operational requirements. • Identify and define system interface requirements; • Identify the scope of the EAM implementation. Information for this review will be gathered using the following techniques: • Interviews with key staff/stakeholders on -site at Transfort's facility; • Collection of technical and operational documentation • Collection of existing source documents and reports. • Possible site tour. Trapeze Deliverable for Project Team Orientation • Preparation and delivery of operational review interviews; • Delivery of completed operational review report. Transfort is responsible for all deliverables not specifically included above. Trapeze Confidential and Proprietary I February 2, 2014 DocuSiyn Envelope ID: E83D4E93-15074065-AADB-F5D6F687CDC5 <r—Trapeze- WBS A.4 Hardware Procurement and Installation STATEMENT OF WORK PAGE Trapeze recommends the following hardware configuration and hardware specifications to provide reasonable performance, capacity, and response for Transfort's EAM implementation. For optimal performance, Trapeze recommends Transfort take advantage of EAM's n-tiered architecture. EAM runs in the following tiers: • EAM Web: the browser -based user interface • GUI: the presentation layer (graphical user interface) • APP: the application • database: the database Forth is implementation, Trapeze recommends Oracle'" or Microsoft SQL Server" as the Relational Database Management System (RDBMS). Trapeze recommends the following specifications, based on the number ofTransfort's equipment units, concurrent users, and integration requirements. Forthis implementation, Trapeze recommends a Windows -based operating system on the servers. Database Server The requirements for a database server depend primarily on the size of the EAM database and the maximum number of concurrent users. Memory on the database server is a major factor affecting EAM performance; Trapeze recommends always allowing for future expandability. For a database server dedicated to EAM, Trapeze recommends: • Processors: 4 • Processor Speed: 2.0+GHz • Hard Drives: 4 (RAID-5) • Size: 36.2 GB each • RAM: 4 GB Application Server The requirements for the application server(s) depend primarily on the maximum number of concurrent EAM users. Trapeze recommends machines that meet the following specifications: • Processors: 4 • Processor Speed: 2.0+GHz • Hard Drives: 2 (RAID-1) • Size: 36.2 GB each • RAM: 4 GB Trapeze Confidential and Proprietary I February 2, 2014 DocuSign Envelope ID: E83D4E93-1507-4065-AADB-F5D6F687CDC5 CrTrapeze- STATEMENT OF WORK PAGE 7 Web and Reporting Server The requirements for a web and reporting server depend primarily on the maximum number of concurrent EAM users. Trapeze recommends machines that meet the following specifications: • Processors: 2 • Processor Speed: 2.0+ GHz • Hard Drives: 2 (RAID-1) • Size: 36.2 GB each • RAM: 4 GB Interface Server The requirements for a server depend primarily on the interface processing load. Trapeze recommends machines that meet the following specifications: • Processors: 2 • Processor Speed: 2.0+ GHz • Hard Drives: 2(RAID-1) • Size: 36.2 GB each • RAM: 4 GB Workstation Specifications For all configurations, client workstations should be at least 200 MHz Pentium -based computers running Windows 2000/XP. We recommend at least 128 MB of RAM. The EAM GUI and EAM Web require a minimum display resolution of 1024 x 768 for properviewing. Trapeze recommends a machine that meets the following specifications: • 256MB RAM • 10GB HDD • Mouse and Keyboard • 17" Monitor • Windows98/2000/XP • 10/100 Ethernet NIC Mobile PDA Specifications Trapeze MobileFocus software is only certified for Symbol hardware units which must have Microsoft Windows Mobile OS. Trapeze recommends handheld devices with color screens with an integrated bar code scanner. Trapeze Confidential and Proprietary I February 2, 2014 DocuSign Envelope ID: E8304E93-1507-4065-AADB-F5D6F687CDC5 <r—Trapeze STATEMENT OF WORK PAGE8 Additional Requirements for Any Configuration In addition to the above, Trapeze also recommends Transfort procure the following: • An appropriate number of printers; • An appropriately sized backup subsystem; • A standby power supply to protect the application server and the database server from power problems. • Modems and Remote Management software to support remote diagnostic communications with Trapeze; • Trapeze recommends 17" monitors in order to take better advantage of the EAM screen and window capabilities; • Provision for disaster recovery. Trapeze will not be responsible for any site preparation or construction or communications or cabling infrastructure. Trapeze will not install any servers at any site. Trapeze will not provide any operating system or Relational Database Management System (RDBMS) software for the servers. Trapeze Confidential and Proprietary I February 2, 2014 DocuSign Envelope ID: E83D4E93-15074065-AADB-F5D6F687CDC5 trapeze" WBS A.5 Software Installation Services Install operating system and RDBMS on server STATEMENT OF WORK PAGE 9 Transfort will install RDBMS software on the database server. Trapeze assumes that Transfort will install the server and assist with any network configuration issues that arise as a result of the server operating system installation (in order to connect the server to Transfort's wide area network). Transfort will provide the required RDBMS and operating software (including licenses, media, and documentation) for this installation task. Trapeze will not be responsible for any construction or communications infrastructure. Create EAM database and install applications Trapeze will assist in creating the test and production EAM databases. Trapeze requires remote connectivity for this installation and recommends it to support Trapeze's troubleshooting efforts throughout the project. Trapeze will work with Transfort to install the application on the server. Trapeze will install the Mobile software, if licensed, on up to three devices (Transfort will install the software on any remaining workstations). Transfort is responsible for installing client -side software, if necessary, after the first site. Transfort is responsible for setting up the web server and for connectivity over the Internet and Intranet. Trapeze assumes Transfort will provide technical support (for the web server, etc.) for this installation. The Web server must use Microsoft IIS and have Microsoft Windows as the operating system. System Testing Services Trapeze will perform testing services as part of the installation tasks to confirm that all tiers of the solution are communicating properly. In addition, Trapeze will create an initial user and system administrator user group in the test instance for Transfort's project team to gain access. Trapeze will confirm that this initial user has access to the areas necessary to proceed with system setup activities. Document upgrade and software distribution process Transfort should devise a procedure to upgrade EAM when Trapeze makes new releases available. It is recommended that Transfort document the procedure for making new versions of the application available to all locations. Transfort should install the application so that each user runs it from a local LAN segment or from the local workstation. Trapeze recommends the former for ease of support. Trapeze Deliverable for Software Installation Services • Installation of Trapeze software in a test and production environment. • Test communication among solution tiers. Transfort is responsible for all deliverables not specifically included above. Trapeze Confidential and Proprietary I February 2, 2014 DocuSign Envelope ID: E83D4E93-1507-4065-AADB-F5D6F687CDC5 IN WITNESS WHEREOF, the parties have caused this Contract Amendment to be signed by their duly authorized representatives as of the date above. TRAPEZE SOFTWARE GROUP, INC. o Signea by: �afG.ntn. PatVfitn.I�{btti. By. Name: Nathan Partington LICENSEE uocusignea by: C �° wl 6/6/2014 By: Name: Gerry Paul Title: VP Finance Title: Director of Purchasing & Risk management ATTEST E ccus�!g�ea by: An etaMISbtn, gAB,--��_ ._ City Clerk APPROVED AS TO FORM ��ocuSignea by: b�t,ln, 1/Itival, Assistant City Attorney Page 2 of 2 DocuSign Envelope ID: E83D4E93-1507-4065-AADB-F5D6F687CDC5 <r—Trapeze- WBS A.6 System Set-up Consulting Services System Setup Consulting STATEMENT OF WORK PAGE 10 Trapeze recommends Transfort appoint a project lead and a small project team to complete this project. Transfort should involve every department, and each department should participate and provide input on these critical implementation decisions. Decisions made during this phase of the project will have a direct effect on the work flow in the roll -out of EAM. This group must have the authority and charter to make appropriate decisions regarding the EAM implementation. The group representatives should have complete knowledge and familiarity with the operation, including maintenance, engineering, parts inventory, and procurement. The group members should be familiar with the current processes and systems. Trapeze will lead multiple on -site sessions for each functional business unit to complete the coding conventions for equipment numbering, equipment classes, repair codes, PM schedules, PM parameters, PM checklists, and other items. We will also finalize the work flow for all job functions, including work order management and parts inventory management. System setup consulting is very much a dialogue and exchange of information where the Transfort project team will plan the overall integration of EAM into their operation under the guidance of Trapeze's application experts. Transfort's preparation for this engagement includes the assimilation and distribution of relevant inventory, purchasing, operations, and maintenance data prior to the meeting. The goal for these meetings is to achieve at least 90%of the standard coding schemes and business practices required for system rollout. Finalize data definition, and processes Transfort will take action items from the system setup consulting sessions to finalize the definition of all relevant EAM data elements and work processes, including maintenance, parts management, procurement and otherjob functions. Transfort's deliverable for this task is complete documentation of Transfort's definitions for all applicable EAM data elements. This deliverable is a critical prerequisite to the development of the training material for the roll -out. Trapeze will work with Transfort to prepare this documentation. Trapeze will work with the team to configure EAM per the discussed work flow. This configuration will build on the setup defined with Transfort's core team and will focus on specific decisions, such as location options, department settings, etc. This task will occur as soon as possible after the system setup consulting engagement. Configure Modules Trapeze will provide an orientation on the configuration of the following EAM modules: • Shop Activity (Role -based portals/screens for Supervisor, Technician, and Storekeepers) • Enterprise Purchasing • Service Requests Trapeze Confidential and Proprietary I February 2, 2014 DocuSign Envelope ID: E83D4E93-1507-4065-AADB-F5D6F687CDC5 <rT—rapeze- • Enterprise Portal (All back office EAM screens in a zero -client) • Reporting (Powered by Crystal Reports) • Ad Hoc Query • Dashboards/KPIs STATEMENT OF WORK PAGE 11 • Notifications (Module for creating customizable, real-time alters such as email notifications to management if staff overrun on job labor/hours) • State of Good Repair module • ActionMap Reporting Configuration Services Trapeze EAM includes over 200 out of the box Crystal Reports. Among the standard reports are over ten National Transit Database (NTD) reports. Trapeze will install these standard reports in Transfort's environment. Trapeze will hold a workshop to review these reports with Transfort. The purpose of the workshop will be to determine which of these reports meet Transfort's NTD reporting needs out of box, and which might require customization. Forthose that meet Transfort's needs, Trapeze will work with Transfort to configure them. Trapeze will work with Transfort to identify and prioritize any custom reporting needs that are identified; however, Trapeze has not included custom report development in this proposal as an option. In addition, Trapeze will consult with Transfort to configure the modules to facilitate the workflows for the shop floor and back office functions. Configuration includes, but is not limited to: • Assigning user groups for specific shop floor and back office functions • Creating automatic report schedules and distribution lists • Assisting with Dashboard layout and design • Create custom, reusable ad hoc queries • Creating custom menus for specific user groups Trapeze Deliverable for System Configuration Services • Coding structure and data definition workshop(s); • Consulting services; • Configured modules; • Delivery of system setup consulting guide with configuration decision spreadsheet; • Installed standard reports; • Configured standard Trapeze NTD reports. Trapeze Confidential and Proprietary I February 2, 2014 DocuSign Envelope ID: E83D4E93-15074065-AADB-F5D6F687CDC5 <rirapeze- STATEMENT OF WORK PAGE 12 WBS A.7 Data Conversion Services The objective of these data conversion services is to process extracted data from the applicable Transfort legacy systems and map extracted data into EAM. Transfort will provide a sample of the legacy data as soon as possible. Using this sample, the team will define exactly what data will be converted from the current system and define a mapping of data into EAM. Trapeze will help Transfort finalize the data mapping and identify the specific sources for each data element. Trapeze and Transfort will define which information will be loaded into EAM. Data Conversion Process and Assumptions Trapeze will determine the necessary data required to make the system operational (e.g., asset data, current inventory levels, etc.) and then identify, in conjunction with Transfort staff, what data will be available from current systems, and what data Transfort may have to develop. Once the data conversion specifications are completed, Transfort will extract the data from its current systems. Transfort staff will be will be responsible for populating EAM with approved and "clean Transfort data, using Trapeze's batch loading tool, which they will be trained to use. Format of Converted Data Trapeze assumes that all Transfort data files are formatted to facilitate uniform electronic conversion. Given that Transfort is the owner (and expert) of the current maintenance system and its data, Trapeze assumes that Transfort's will be responsible for the export of the existing data from its current legacy system(s). Trapeze requires that Transfort supply all conversion data in text documents (flat file ASCII format, according to Trapeze specifications) with appropriate documentation. Trapeze will assist Transfort staff in creating Microsoft Excel templates to assist in loading data into EAM. Only data elements that can be entered on an EAM screen are part of this conversion. Transfort will provide the data in the properly formatted files (per Trapeze specification) for loading into EAM. Trapeze makes the following assumptions about the data from the legacy system(s): • Transfort will use default values for any data element that EAM requires that is not in the data file; • Transfort will provide each test data file and each production data file in exactly the same format. • Trapeze will not be responsible for "scrubbing" or "cleansing" legacy Transfort data; • Transfort will provide a single ASCII file from each legacy application included in the scope. • Trapeze will not be responsible for converting or keying hard copy data records. Conversion of Specific Data Trapeze and Transfort will jointly resolve issues arising out of the data translation, including codes (if any) to be changed. Trapeze will help Transfort finalize the data mapping and identify the sources for Trapeze Confidential and Proprietary I February 2, 2014 DocuSign Envelope ID: E83D4E93-1507-4065-AADB-F5D6F687CDC5 <r—Trapeze- STATEMENT OF WORK PAGE 13 each data element. Transfort will be responsible for mapping old codes into new codes (i.e., translating) within the data set to be converted. Data Conversion Testing and Validation After Trapeze and Transfort have jointly documented the data mapping and data load process, Transfort will test the results from Transfort's data extractions. These tests will validate the data migration strategy that the team defined in earlier stages. This process will require involvement from Transfort Information Technology personnel supporting the existing systems. Data will be converted into the development environment and validated before being converted into the production environment. Data Conversion Scope Trapeze makes the following assumptions about the scope of data migration from the legacy system(s): • The data files for equipment, stationary and linear master records will be text -based flat files with one row of data per asset. • The data files for parts master records will be text -based flat files with one row of data per part. • The data files for employee master records will be text -based flat files with one row of data per employee. • The data files for active vendor master records will be text -based flat files with one row of data per vendor. • The data files for active account master records will be text -based flat files with one row of data per account. • Summary Cost History: As an optional service (WBS B.1), Trapeze will convert up to two years of summary work order cost history data. The data files for cost summary records will be text -based flat files with one row of data for each equipment per month/year cost roll up by type (parts, labor, commercial). Upon completion of conversion to the development environment, Trapeze will test the conversion process once by working with Transfort project team to move the data (dry run) into the EAM database. Data validation will occur, followed by one live conversion of data into the production environment. Batch Processing Trapeze will provide a one -day (8 hour) training session to Transfort administrators on EAM's batch processing utility. Transfort staff will use batch processing to load required data into EAM. Users with a solid understanding of Microsoft Excel will likely be able to grasp this tool and process very quickly. Trapeze Deliverable for Data Conversion Services Trapeze will provide the following deliverables: • Batch process training; Trapeze Confidential and Proprietary I February 2, 2014 DocuSign Envelope ID: E83D4Eg3-1507-4065-AADB-F5D6F687CDC5 <Z—Trapeze- • Data load sequence guide; STATEMENT OF WORK PAGE 14 • Data mapping assistance for fleet equipment, stationary asset, linear asset and part master data. • Data conversion assistance for fleet equipment, stationary asset, linear asset and parts master data. Transfort is responsible for all deliverables not specifically included above. Trapeze Confidential and Proprietary I February 2, 2014 DocuSign Envelope ID: E83D4E93-1507-4065-AADB-F5D6F687CDC5 <r—Trapeze" STATEMENT OF WORK PAGE 15 WBS A.8 Interface Development Services Interface Development Preparation Trapeze standard procedures for developing an interface include the following tasks: • Create a preliminary specification/interface design plan; • Transfort project team reviews the preliminary specification/interface design plan; • Trapeze reworks the specification/interface design plan as required. • Transfort project team provides final approval of the specification/interface design plan; • Trapeze builds interface and incorporates into the development environment; • Trapeze and Transfort test interface. • Trapeze provides documentation; • Transfort gives acceptance of interface. Trapeze will provide interface planning services to develop a roadmap for the integration between EAM and Transfort's other systems, as described below. The project team will discuss and specify the data elements required, the time of the exchange, and the method of data exchange. Trapeze and the project team will develop a mutually acceptable plan and schedule forth e work to be completed and identify the resources and timeframe required for the efforts. Trapeze assumes Transfort will involve the appropriate staff to reach consensus and decisions on all interface specifications during the discussion and according to the proposed timeline. Trapeze has proposed several interfaces to Transfort's existing (legacy) system. For each of the following scenarios, Trapeze has provided the proposed work flow or interface. These recommendations are based on our review of Transfort RFP, our experience, and best practices for maintenance system integration. Trapeze is willing to discuss alternative, more extensive integration options and designs with Transfort to ensure the optimum design. However, for the basis of this SOW, the following assumptions and designs have been incorporated as the basis for the quotes provided. The project team will define a detailed specification for each interface before any work begins. Fleet System Integration (Faster to EAM) The Fleet department's Faster system is the system of record for fleet maintenance records. Trapeze will build an interface to consume the Faster maintenance data, including parts, labor, and commercial Trapeze Confidential and Proprietary I February 2, 2014 DocuSign Envelope ID: E83D4E93-1507-4065-AADB-F5D6F687CDC5 trapeze" STATEMENT OF WORK PAGE 16 (vendor) and fuel charges from a staging table into EAM in near real-time. This is a one-way interface with information provided by Faster flowing into EAM via the use of a staging table. EAM Updatedesignated EAM ReaFtime, tables inteWatior Facilities System Integration (TMA to EAM) Faster commercial The Facilities department's TMA system is the system of record for facilities maintenance records. Trapeze will build an interface to pass this maintenance data, including parts, labor and commercial (vendor) charges from TMA into EAM in near real-time. This is a one-way interface with information provided by TMA flowing into EAM via the use of a staging table. EAM Updatedesignated EAM Rea4tirre tables irdegratior Configure Trapeze Enterprise Integrations TMA Work order labor, parts and commercial postings As part of this proposal, Trapeze will provide the services to configure the full set of standard, real-time integrations between the EAM system and any of the Trapeze "back office' products for which your agency is licensed (Ops, etc.). Because these integrations are pre -built, only configuration and testing services are needed to get them fully operational in your environment (no custom development is required). Configure OPS Integrations Trapeze will provide the services to configure the standard integration between the Trapeze EAM and OPS systems, which are identified below. Trapeze will work with Transfort to decide which of these out - of -box integrations Transfort wants to enable. Service Requests Trapeze will configure the standard EAM-OPS interface to accept service requests from OPS that are logged by operators (via mobile data terminals) or reported via radio to the communications center and logged by a dispatcher manually into OPS. Within the Trapeze suite, defects reported during the Vehicle Inspection Reporting process, or entered manually in the Trapeze-OPS Yard Management Module, will result in the creation of a service request: Trapeze Confidential and Proprietary I February 2, 2014 DocuSign Envelope ID: E83D4E93-1507-4065-AADB-F5D6F687CDC5 trapeze" STATEMENTOF WORK PAGE 17 EAM Trapeze OPS Create service request �� Real-timeTroublefor equipment unit la' integration Trouble codes Update service request f{ _Real-time \10 _ Update record III integration / I OPS will send trouble codes, which will result in the creation of Service Requests in EAM. These entries will include the information EAM requires to create service requests: vehicle number and a pre -defined trouble code (trouble codes will map to symptom codes in EAM). When the service request is updated in EAM, the integration will send that update to OPS so the two systems remain in sync. OPS will display updates to service requests (i.e., assigned, unassigned, canceled, completed) by calling a web service. OPS will provide filter criteria to display the correct maintenance information. Vehicle Pull-out Requirements Trapeze will configure the standard interface to send vehicle pull-out requirement data from OPS to EAM. EAM Trapeze OPS "` "`""" Real-time Vehicle pull-out requirements in ";LA integration requirements module OPS will send vehicle pull out requirement data to EAM. EAM will process this information to update the EAM Service Level Agreements module, which gives maintenance a view of the service requirements including number of vehicles needed to make service (by type), the number of spares available, etc. Vehicle Availability Trapeze will configure the standard interface to send vehicle service status changes from EAM OPS, which will determine vehicle availability. EAM Service Status No Real-time (Availability) i integration Trapeze OPS Update vehicle availability EAM will send changes in service status, with the bus identification number to OPS. OPS will process this information to update availability. Trapeze Confidential and Proprietary I February 2, 2014 DocuSign Envelope ID: E83D4E93-1507-4065-AADB-F5D6F687CDC5 <rirapeze- STATEMENT OF WORK PAGE 18 Once the information has been processed in OPS, it will follow the currently -defined business process. This description does not include any design to re -define, tailor, adjust, or configure OPS business processes. Interface Error Handling MAXQueue is the integration application that processes all transactions between EAM and Transfort's legacy systems. Any interface errors that occur on the MAXQueue-side of the interface are captured in the Trapeze ErrorViewer. During the Technical Design stage of the project, the specific details of each interface will be documented. Generally speaking, however, errors occurring on the MAXQueue side are handled as follows: 1. Transfort's interface code will load Transfort legacy system (Faster, TMA, etc.) data into the interface staging table. 2. EAM's MAXQueue integration application will import the transactions from the staging table and validate the data. This means that any standard EAM application errors (the same ones the end -users see on screen) could be produced. Possible examples: • Equipment ID XYZ does not exist or is not defined in the database; • Employee ID XYZ (Operator) is not defined in the database; • Symptom ID XYZ is not defined in the database; • Location XYZ is not defined in the database. 3. If a record is found to have an error, MAXQueue will write it to the MAXQueue Errorhandler table (named MAXQ_ErrorHandler). 4. Errors can be monitored using either the MAXQueue ErrorViewer graphical user interface or the ErrorViewer web application. A Transfort administrator will use the ErrorViewer to view all error messages, edit data, and correct & and/or reprocess or delete the record (from the error table). Manually reprocessed data will continue to error out until all validation issues have been addressed. 5. If a record does not have an error, MAXQueue will remove it from the staging table (to keep the table size manageable) then import it into (or update if existing) the appropriate EAM application tables. Integration Assumptions • The Trapeze and Transfort development teams will mutually agree on the data elements and formats of the transactions. • Transfort's development team will provide for storing EAM unique identifiers in Transfort legacy systems where necessary. • Once any transaction has been processed into Transfort legacy system, the work flow will follow the current business process. This Statement of Work does not include any effort to re -define, tailor, adjust, or configure Transfort business processes downstream from the entry into Transfort legacy systems. EAM will "feed" Transfort legacy systems process already defined and implemented at Transfort. Trapeze Confidential and Proprietary I February 2, 2014 DocuSign Envelope ID: E83D4E93-1507AO65-AADB-F5D6F687CDC5 trapeze' STATEMENT OF WORK PAGE 19 • These interfaces will be configured using only out -of -the -box application capabilities. No development effort or tailoring of the base application is included in this statement of work. • Transfort will monitor, review, and re -process all interface errors using the Trapeze ErrorViewer application (as described above). • A record of all MAXQueue interface transactions will be logged in log files (incoming and outgoing events) provided that MAXQueue "logging mode' is enabled. The log files display the transaction type as well as the date/time stamp associated with each transaction. • Pricing for an optional Fleet equipment insert/update interface has been included for Transfort's consideration. This will automate the creation of fleet equipment units in EAM to support the entry of transaction data. If this option is not utilized, Transfort staff will need to enter equipment unit numbers in EAM manually. • Pricing for an optional Facilities asset insert/update interface has been included forTransfort's consideration. This will automate the creation of stationary assets in EAM to support the entry of transaction data. If this option is not utilized, Transfort staff will need to enter stationary asset numbers in EAM manually. Trapeze Deliverable for Interface Development Services • Technical design specifications; • Build and testing services for interfaces; • Production ready interfaces; • Installation of interfaces in test and production environments. Transfort is responsible for all deliverables not specifically included above. Trapeze Confidential and Proprietary I February 2, 2014 DocuSign Envelope ID: E83D4E93-15074065-AADB-F5D6F687CDC5 EXHIBIT A-6 Long Term Support EAM (Unlimited Facilities and Stationary Assets) (Includes Web Reporting module, Shop Activity module, Customer Access module, KPI/Dashboards Module, Notifications module, PMM (Performance Measures and Metrics module, ActionMap GIS Visualization module, Capital Planning/State of Good Repair module, Incident Management module, MAXQueue Integration Platform module), and Mobile Focus 90 Day Warranty Included Year 1 (due $60 upon warranty (240 Critical Support) expiry) Year 2 $6,527.00 Year 3 $6,854.00 Year 4 $7,197.00 Third Party Crystal XI Reports Server OEM- Throttled Year 1 (due upon installation $580.00 Year 2 $609.00 Year 3 $640.00 Year 4 $672.00 • First four years of payable maintenance fee only, as identified above for the corresponding Trapeze Software and third party licensed product. For all subsequent annual renewals, the annual maintenance fees will in no case exceed Trapeze's then current pricing. Page 3 of 2 DocuSign Envelope ID: E83D4E93-1507AO65-AADB-F5D6F687CDC5 <ZT—rapeze- WBS A.9 System Testing Services Prepare System Test Plan STATEMENT OF WORK PAGE 20 Trapeze will prepare a System Test Plan for the EAM solution. The testing will consist of the following functional and data validation tests: • Verify the security and access control functions for several user groups; • Add and modify equipment primary information; • Add and modify parts primary information; • Open a repair order and a PM order for an equipment unit. • Charge labor to the work orders and verify the charges/credits of hours and costs; • Charge inventory parts to the work orders and verify the charges/credits of quantity and cost as well as proper inventory relief; • Charge commercial charges to the work orders and verify the charges of labor and parts; • Close the repair and PM orders. • Execute test result functionality; • Verify work order charges; • Adjust parts inventory both upward and downward; • Generate a sampling of standard reports. • Verify a sample of asset master records and vehicle maintenance history; • Verify interfaces are working as designed. Participate in Testing Testing should focus on validating the functions of the application as well as end -to -end testing of the business processes and interfaces. The goal of testing is to confirm the entire solution is production ready, including verifying that the interfaces are transferring data as designed. Trapeze will work with Transfort staff to prepare for testing, will facilitate the on -site testing sessions and document and provide the test results. Deliverable for System Testing Services Trapeze will provide the following deliverables: • System test plan • Provide test scenario scripts; • Facilitate test plan execution on -site. Transfort is responsible for all deliverables not specifically included above. Trapeze Confidential and Proprietary I February 2, 2014 DocuSign Envelope ID: E83D4E93-1507-4065-AADB-F5D6F687CDC5 2Trapeze- WBS A.10 Training Delivery Services STATEMENT OF WORK PAGE 21 The Trapeze project team will develop and deliver a training program to provide training for various types of Transfort EAM users. The training will be role -based and will differ for trainees from the various organizational and functional areas. Each Transfort trainee will have the basic skills in the overall use of EAM and strong knowledge of how to use the application in his or her specific job function or area of expertise. The deliverables will not include remedial training for computer skills or any computer -based training. Develop Training Plan Transfort will be responsible for developing a training plan that describes the required training to ensure a successful implementation and operation of the new system. Develop Training Materials Once Transfort prepares the training plan, Trapeze will provide standard training materials and begin scheduling and planning for the training. Trapeze training materials assume all users are familiar with a Windows environment; the Trapeze training will not include any Windows or remedial computer training. Trapeze will provide a master electronic version for Transfort project manager. Transfort will produce and provide copies of the final training materials for use during the training sessions. Transfort will be authorized to reproduce and use any training materials for ongoing training within Transfort. Training Delivery Trapeze will provide training in a class room environment. Trapeze will provide training to designated Transfort staff for the roll -out of EAM. Trapeze recommends that Transfort also appoint super users who will be responsible for training all Transfort end users in the use of EAM on an ongoing basis (new hires, promotions, new functionality, etc.). The topics and work flows included in the training will be those finalized by Transfort team during the project. Any deviations in the defined and agreed upon work flow may cause delays and added costs to the training. System Administrator/MAXQueue Training Trapeze will provide system administrator/MAXQueue training for up to ten users (assuming Transfort's training facility has a sufficient number of workstations for this training). These trainees will be responsible for supporting the EAM application from a technical or "back office' perspective. The training will cover the following areas of EAM: IT/system Administrator 8 hour class (up to ten people) System login Setup options Application logging and troubleshooting Mobile device hardware and software Batch processing Ad Hoc query tool Trapeze Confidential and Proprietary I February 2, 2014 DocuSign Envelope ID: E83D4E93-15074065-AADB-F5D6F687CDC5 2Trapeze- STATEMENT OF WORK PAGE 22 Notifications/Dashboard configuration End of Period processing/Table management Application security settings User and user group maintenance Application installation and upgrades Interface troubleshooting End User Training Support Transfort will provide operational training to the following end users. The topics and work flows included in the training will be those finalized by Transfort team during the system setup and follow-up tasks. Transfort should remain especially sensitive to necessary last-minute procedural changes or clarifications based on end user feedback. Maintenance (Technicians) Maintenance (Mobile Technicians) System login Labor and time entry Use of selected standard reports Maintenance Supervisor System login Labor and time entry and management Use of selected standard reports Purchasing/Inventory Management System login Part primary records and cross-references Use of selected standard reports Fleet/Asset Administrator System login Multi -unit projects and campaigns Subsystems/Properties Use of selected standard and Ad Hoc reports 6 hour class if up to fifteen people) 6 hour class (up to 10 people/based on number of devices) Work order look -up functions Materials and parts request functions for technicians Basic troubleshooting 12 hour class ( up to ten people) Work order management functions Materials and parts request functions for managers Basic troubleshooting 12 hour class ( up to ten people) Part requests Enterprise purchasing Other purchasing/inventory management features 4 hour class ( up to ten people) Capital planning/State of Good Repair Class/Task information and PM planning Equipment primary information management Basic troubleshooting The Transfort team will identify a few "super user" in the shop or parts location to closely support the cutover, particularly after the training concludes. This individual will be responsible for answering initial Trapeze Confidential and Proprietary I February 2, 2014 DocuSign Envelope ID: E83D4E93-1507-4065-AADB-F5D6F687CDC5 <ZT—rapeze- STATEMENT OF WORK PAGE 23 end user questions and, most importantly, implementing subsequent changes or alterations to the documented procedures. Trapeze Deliverable for Training Services • Training materials • End user training delivery Transfort is responsible for all deliverables not specifically included above. Trapeze Confidential and Proprietary I February 2, 2014 DocuSign Envelope ID: E83D4E93-1507AO65-AADB-F5D6F687CDC5 trapeze" WBS A.11 Support Live Operations Prepare for Cut -over STATEMENT OF WORK PAGE 24 Trapeze will provide services to stage and prepare for the system roll-out/cutover. This time includes final data conversions, site testing of hardware and system readiness and review of procedures with user personnel. Cutover support When Transfort commences live operations using EAM, Trapeze will be on -site to provide "go live" assistance for Transfort maintenance management operations. This step is critical to success. The Trapeze and Transfort team will provide refresher training and help on the shop floors and offices to make sure the transition is as smooth as possible. This on -site support could include data imports, report development, hands-on help for the users, etc. Transfort is responsible for all deliverables not specifically included above. Trapeze Confidential and Proprietary I February 2, 2014 DocuSign Envelope ID: E83D4E93-1507-0065-AADB-F5D6F687CDC5 <r—Trapeze" WBS B.1 Work Order History Data Conversion STATEMENT OF WORK PAGE 25 Trapeze has this optional service to convert up to five years of summary work order cost history data for Transfort. The data files for cost summary records will be text -based flat files with one row of data for each equipment per month/year cost roll up by type (parts, labor, commercial). Transfort will provide this data in Trapeze's data load template spreadsheet format. Trapeze Confidential and Proprietary I February 2, 2014 DocuSign Envelope ID: E83D4E93-15074065-AADB-F5D6F687CDC5 <r—Trapeze- WBS B.2 Enhanced System Design Services STATEMENT OF WORK PAGE26 In response to Transfort's requirements, Trapeze has included optional services for design and configuration control which encompasses design principles and reviews, operational review, preliminary design review and final design review. These design sessions are not included in the standard EAM implementation methodology as the EAM product is a commercial off -the -shelf product. Trapeze Deliverable Enhanced System Design Services • On -site design review meetings • Delivery of design review package; • On -site operational review interviews; • Submission of operational review package; • On -site preliminary design review meetings; • Preparation of preliminary design review deliverable • On -site final design review sessions; • Delivery of the final design review package. Trapeze Confidential and Proprietary I February 2, 2014 DocuSign Envelope ID: E83D4E93-1507-4065-AADB-F5D6F687CDC5 <z7rapeze- STATEMENT OF WORK PAGE 27 WBS B.3 Additional Interface Development Services - Automated Add/Update of Master Asset/Equipment Records In order to fully automate the integrated solution between Faster and EAM and TMA and EAM, Trapeze has provided pricing for an optional service to automate the creation and/or update of equipment records from Faster into EAM and facilities assets from TMA into EAM. EAM Faster Rea4tirze Insert or update fleet Create or update fleet equipment record integration equipment record EAM TMA C sate or update I ReaLtirra Insert or update stationuryassetremrd l integration stationaryassetremrd Trapeze Confidential and Proprietary I February 2, 2014 DocuSign Envelope ID: E83D4E93-1507-4065-AADB-F5D6F687CDC5 fr—Trapeze- Preliminary Schedule for EAM Implementation STATEMENT OF WORK PAGE 28 Trapeze proposes the following schedule to accomplish the EAM implementation tasks described below. nos-i T.0 x.w -�wYbn • ' TTn.11al. I uwmx mns onms ms uomm] . m.aronuulmdDmeemlm Ivawa �� I �^ �� 1 ! ' ',.. �1 I I bF.Y mnen Yw eYmFY xowr• rnwulx as wd.F u.�m.d Immw uanwwe. rn lMMle e oDemww w.F. om]. uwxYlnx� rnszle PA OIYrOvue AopF� Dmr. Ym1'',. 0As blMa.e FauaaM1m Yrrrra .ob]a m.1i D xYem sduux,.a. wwr. u IxTwa.mY OY Camvnbn Xertra ]IEry. nx� 'A8 Dlnlenxv Mrebgnenl Yrvbea XYq. Yon JWI. Mon Vl Vte A9 DSyelem Tva4q 5e- 196ry M ]MT inu flRl/1. D Tn nIiY DaIMry Xrv4e W xxrvb mY. AA�♦T-1 1]O b/. Y Me . rglbwl Lrvxe.-.nrYxaN.'•9FYStlon Dwe FyYmmlYbnVwleanaa I I V1k VVnx� l I VS DfnlYn[M Sy.Xm Rayn Yrvtea MN/e Tue Wn,� ibYVI1 D AJYobrYl Mleelem 0evebpneM xrvk<.-AdameleO AONIpWIed Ma.Ri llgft. T—ue Yl—Id ]n Vf I I'x Schedule is subject to change and will be finalized once project begins. Assumptions The following general assumptions apply to this proposal: General 1. The services described in this Statement of Work will be delivered on a Fixed Fee basis. 2. Trapeze consulting estimates do not include installation and/or configuration of any computer hardware and peripheral equipment. The end user will be responsible for installing and configuring computer hardware and peripheral equipment such as printers and bar code equipment (if applicable). 3. Transfort will purchase all hardware and software necessary for implementation. 4. Transfort will have the necessary and appropriate personnel at all of the meetings for the purpose of setting up the system. 5. Transfort is responsible for TCP/IP connectivity from all client workstations to the EAM servers. 6. Transfort will appoint a single point of contact for the duration of the project. This person should have project management responsibilities and decision -making authority. This person will be the focal point of contact for Trapeze Customer Support department. 7. Transfort will make appropriate technical resources available to Trapeze consultants. 8. All training sessions will use materials based on standard application training materials. Trapeze Confidential and Proprietary I February 2, 2014 DocuSign Envelope ID: E83D4E93-1507AO65-AADB-F5D6F687CDC5 Crirapeze- 9. Transfort will implement this solution using a single production EAM database. STATEMENT OF WORK PAGE 29 10. Trapeze will provide on -site training to Transfort (as outlined above) in a classroom environment suitable for training. Transfort will be responsible for providing and preparing the training facility. 11. This proposal does not include any interfaces between EAM and other systems, other than those specifically described. Trapeze will provide estimates for interfaces as may be required on an as - needed basis. 12. This proposal does not include any data conversion services. 13. There is no custom reporting effort included in these estimates. Transfort will receive all standard EAM reports at no additional cost. Trapeze can provide report writing services for a fee. 14. This Statement of Work includes implementation support for only those optional modules listed in the task list. 15. Transfort will be responsible for deploying access to EAM (including FA Web) and providing all supporting software, hardware, and connectivity for the Web server. The Web server will use Microsoft IIS and have Microsoft Windows as the operating system. 16. This Statement of Work does not include any costs associated with 3rd party vendors or software that may be needed to complete the implementation. 17. Transfort is responsible for all manual data entry. 18. Transfort has decided to remove the linear asset implementation from this scoppe of services. Trapeze will provide an esitmate to implement linear assets upon Transfor'ts request. Project Management and Risk Factors 19. Transfort project manager will be responsible for obtaining any required authorizations, approvals and/or signoffs by Transfort related to project deliverables and project progression in a timeframe in alignment with the project work plan. Delays to this process as well as any Transfort tasks not completed within the work plan timeframe will be subject to the Change Order Management process, delayed deadlines and increased services fees. 20. This Statement of Work does not include the expenses associated with Transfort or Transfort resources assigned to the project. 21. Transfort remains responsible for all integration effort not described in this Statement of Work. 22. The project schedule is contingent upon the timely attainment of several external milestones that are outside the control of Trapeze. Examples include but are not limited to: the acquisition of the requisite software licenses and hardware; the approval of requisite capital appropriation requests as required; and the ability of Transfort core team to make prompt decisions related to system setup and configuration. 23. Circumstances may necessitate changes to the tasks and/or time estimates, at which time Trapeze and Transfort will discuss these changes in good faith at their earliest opportunity. Trapeze Confidential and Proprietary I February 2, 2014 DocuSign Envelope ID: E83D4E93-15074065-AADB-F5D6F687CDC5 Contract Amendment THIS AMENDMENT is made effective this 3rd day of June 2014 between 1. Trapeze Software Group, Inc. with its place of business at 8360 East Via de Ventura, Scottsdale, Arizona 85258, ("Trapeze"); and 2. City of Fort Collins with its place of business at 6570 Portner Road, Colorado, USA, 80526, ("Licensee" or "Transfort"). WHEREAS Trapeze and Licensee intend to amend the Software License Agreement dated January 20"i, 2000, Amendment dated January 24"i, 2006, Amendment dated August 151h 2007, Amendment dated September 18", 2007, Amendment dated November 21", 2007, Amendment dated November 281h, 2007, Amendment dated April 3`d, 2008, Amendment dated April Yd, 2008, and Amendment dated March 15, 2013 (collectively; the "Agreement"), in order to add the Trapeze EAM Software, MobileFocus Software to the Software licensed under the Agreement, and third party Crystal XI Reports Server OEM -Throttled licensed product. NOW THEREFORE Trapeze and Licensee agree as follows: 1. Amendment to Agreement a) The parties agree to add the Trapeze EAM Software, MobileFocus Software, and third party Crystal XI Reports Server OEM Throttled licensed product to the scope of the Agreement. Exhibit A-9, attached hereto, is therefore added to and incorporated within the terms of the original Agreement. b) The parties agree that all license fees related implementation costs for the Trapeze EAM Software, MobileFocus Software, and third party Crystal XI Reports Server OEM -Throttled licensed product shall be invoiced according to the pricing as identified under Exhibit B-9, attached hereto. c) The parties agree that the Trapeze LAM Software, Trapeze MobileFocus Software, and third party Crystal XI Reports Server OEM -Throttled licensed•product will be implemented by Trapeze in accordance with the terns of Exhibit C-9, Statement of Work, attached hereto. d) The parties agree to the addition of the following Software acceptance provision ("Software Acceptance") which shall govern acceptance of the Trapeze EAM Software, Trapeze MobileFocus Software, third party Crystal XI Reports Server OEM -Throttled licensed product under the Agreement: Upon completing the delivery, installation, and testing of the individual Software module and third party licensed product, Trapeze will notify Licensee in writing. Licensee shall then have twenty (20) business days in which to conduct acceptance tests in order to ensure that the individual Software module and third party license product operates in all material respects as specified in the Documentation, third party license product documentation, and Statement of Work (Exhibit C-9). At the end of this period, for the purposes of payment as required under paragraph 1(b), and Exhibit B-9, the Licensee will be deemed to accept the individual Software module and third party licensed product, except in the event Licensee has identified Software Defects as defined below. In the event Licensee identifies a defect which prevents the Software Page 1 DocuSign Envelope ID: E83D4E93-1507-4065-AADB-F5D6F687CDC5 trapeze' Infrastructure STATEMENT OF WORK PAGE 30 24. Transfort will provide a project work area and infrastructure at the centralized implementation location appropriate for the size of the combined Transfort/Trapeze project team. This infrastructure should include desks, chairs, telephones, and workstations with network access to printers and to the applications and implementation databases. 25. System, server, and workstation backups are the responsibility of Transfort. This includes the development and execution of the system backups and recovery programs. 26. Transfort personnel assume the responsibility for applying software patches. 27. Acquisition, installation, testing, support, and tuning of any additional required application software, hardware, RDBMS, other software, peripherals and communications infrastructure will be the responsibility of Transfort. 28. Transfort will be responsible for deploying access to the EAM system and for providing all supporting software, hardware, and connectivity for the servers. The Web server must use Microsoft IIS. 29. The following information technology services are not included in this Statement of Work: network connections; telecommunications network(s); operating system, network and database administration; disaster recovery planning; the acquisition, installation, testing and tuning of any required hardware, operating software, peripherals and communications infrastructure. Transfort Resources 30. Assumes all key Transfort project team resources will be committed to the project as of the project start date. 31. Assumes Transfort will provide the following resources to insure a successful implementation of the products. o Executive Steering Committee — Without proper vision and guidance from a company's executives, many projects fail to reach their desired goals and objectives. The role of the Executive Steering Committee will be to participate in setting the goals and scope of the project and to participate in periodic status meetings with the project team. o Project Monooer- A Project Manager will be assigned with appropriate decision -making authority. o Subject Matter Experts - These resources will be considered part of the core project team and will participate in tasks including Project Team training. Often these experts consist of Functional Leads in their respective areas of expertise (e.g., Bus Maintenance), as well as other supporting personnel from the various departments. The resources designated for these roles should have a good working knowledge of how Transfort processes are performed and understand the reasons for the current processes. Trapeze Confidential and Proprietary I February 2, 2014 DocuSign Envelope ID: E83D4E93-1507-4065-AADB-F5D6F687CDC5 Crirapeze- STATEMENT OF WORK PAGE 31 o Technical Experts —Ateam of Technical Experts will be involved in the technical duties that come with a Trapeze implementation. Examples include a Technical Lead for system administration, database administration, web administration, printer administration, software patches, etc. Trapeze Confidential and Proprietary I February 2, 2014 DocuSign Envelope ID: E83D4E93-1507-4065-AADB-F5D6F687CDC5 or third party licensed product from going into operational and functional use, within the time frame as identified above, Licensee shall provide Trapeze written notice outlining the nature of the identified defects in the Software ("Defects"). Trapeze shall correct the Defects at no cost to Licensee and notify the Licensee in writing once the correction is complete, at which time the acceptance test will restart again, for a period of no more than ten (10) business days. For clarity, the testing will restart when Trapeze notifies the Licensee in writing that the Defects have been resolved. The acceptance test will be repeated and starts again as necessary until all Defects are resolved. Notwithstanding the above, for purposes of payment as required under paragraph 1(b), warranty under paragraph I (c), and Exhibit.13-9, the Licensee will be deemed to have accepted the individual Software module and third party licensed product upon operational and functional use of the individual Software module and third party licensed product. The individual Software module and third party licensed product will be deemed to be in operational and functional use when the Licensee first uses the individual Software module or third party licensed product to support its then current operations. e) The parties agree the following provisions shall replace the first paragraph of Section 4 of the Agreement for the Trapeze EAM Software, Trapeze MobileFocus Software, and third party Crystal XI Reports Server OEM -Throttled licensed product as follows: Trapeze warrants the Software to operate in all material respects as specified in the Documentation and Statement of Work for a period of ninety (90) days from the date of individual Software Acceptance of the Trapeze Software module and third party Crystal XI Reports Server OEM -Throttled licensed product. For any breach of this warranty, Licensee's sole and exclusive remedy and Trapeze's entire obligation hereunder shall be to either repair or replace the defective Software. This warranty does not apply to any Software damaged as a result of any accident, negligence, use in any application for which it was not designed or intended, or modification without the prior written consent of Trapeze. No warranty is provided by Trapeze with respect to any third party licensed products. Separate warranties may be available from the developer, distributor, or publisher of the licensed products. f) The Agreement is subject to the requirements of the Colorado Open Records Act and all State and Federal laws regarding public records involving local government purchasing and procurement. The parties hereby agree that Trapeze detailed line -item level pricing will not be disclosed to any third party. g) All remaining terms, conditions, and covenants of the Agreement remain unchanged. Page 2 DocuSign Envelope ID: E83D4E93-1507-4065-AADB-F5D6F687CDC5 IN WITNESS WHEREOF, the parties have caused this Contract Amendment to be signed by their duly authorized representatives as of the date above. TRAPEZE SOFTWARE CROUP, INC. D.uSignW by: �a#G.atti. Paviia,�}ew By� n.grenac Name: Nathan Partington Title: VP Finance LICENSEE D uftnW�b-y1: � eA � r a 6/6/2014 BY: .ngognnsncecei n Name: ferry Paul Title: Director of Purchasing & Risk management ATTEST �[: Signed by: �ai, �a hl,l,sav,, ll�,._�__P,.._ City Clerk APPROVED AS TO FORM CD uSigned by: I b�un, �IA�L Assistant City Attorney Page 3 DocuSign Envelope ID: E83D4E93-1507-4065-AADB-F5D6F687CDC5 EXHIBIT A-9 Item Licensed Product Configuration Gross License Fee License Date I Trapeze EAM (Unlimited Base Station $21,480.00 Effective date Facilities and Stationary of this Assets) (Includes Web Amendment Reporting module, Shop for EAM and Activity module, Mobile Focus Customer Access module, Software KPI/Dashboards Module, Notifications module, PMM (Performance Measures and Metrics module, ActionMap GIS Visualization module, Capital Planning/State of Good Repair module, Incident Management module, MAXQueue Integration Platform module) 2 1 Mobile Focus Base Station $9,600.00 Notes: 1) Licenses are provided up to twenty (20) nonrevenue fleet assets, up to sixty (60) bus vehicles (maintenance outsourced), inclusive of above identified Software modules, and up to ten (10) devices for Trapeze MobileFocus Software. 2) Gross Year 2014 license fees are identified above for information purposes only to reflect the license fees for Year 2014 which correspond to the licensed metrics of use as identified in Note 1 above. Payable net license fees are identified in Exhibit B-9 of this Agreement. Page 4 DocuSign Envelope ID: E83D4E93-1507AO65-AADB-F5D6F687CDC5 EXHIBIT B-9 PRICING AND PAYMENT MILESTONES Pricing Category Quantity Price Each ($) Extended Price($) Software -Net License Fee -Third Par[ Site License Cost if Applicable) Net Third Party Crystal XI Reports Server OEM — Throttled (1) 1 $2,900 $2,900.00 Software —Net License Fees EAM Nonrevenue fleet assets 20 $48.75 $975.00 Bus vehicles (maintenance outsourced) 60 $73.25 $4,395.00 MobileFocus Software 10 $240.00 $2,400.00 Transit Asset Management (Unlimited Facilities and Stationary Assets)f Included above Web Reporting Modulet Included above Shop Activity Modulet Included above Customer Access Modulet Included above KPI/Dashboards Modulef Included above Notifications Modulet Included above PMM (Performance Measures & Metrics)t Included above ActionMap GIS Visualizationt Included above Capital Planning/State of Good Repairt Included above Incident Managementf _ Included above MAXQueue Integration Platformt Included above Software - Development & Integration Interface Development Services 130.5 $ 1,400 $42,700.00 Software - Integration Data Conversion Services 5.5 $ 1,400 $7,700.00 Project Management Project Management 28 $ 1,400 $39,200.00 System Setup Consulting Services 11.5 $ 1,400 $16,100.00 System Testing Services 11 $ 1,400 $15,400.00 Software Installation Services 2 $ 1,400 $2,800.00 Roll -out Services 5 $ 1,400 $7,000.00 Training Training Delivery Services 7.5 $ 1,400 $10,500.00 Travel — Not to Exceed Estimate 9 $ 2,800 $25,200.00 $177,270.00 Page 5 DocuSign Envelope ID: E83D4E93-1507-0065-AADB-F5D6F687CDC5 EXHIBIT B-9 PRICING AND PAYMENT MILESTONES Notes: 1. Pricing expires June 30, 2014. 2. Applicable taxes will be assessed at time of invoicing. 3. All hardware responsibility of Licensee. 4. The pricing above reflects the net payable licenses fees for the licensed Software with operational metrics of licensed use as identified in Exhibit A-9 and the services to be provided by Trapeze pursuant to Exhibit C-9 Statement of Work of this Contract Amendment. 5. The pricing below is firm, except Travel is a not -to -exceed reasonable cost. Quantities listed below for services are for informational purposes only and the extended price is firm. Increase to current operational metrics of licensed use as described in Exhibit A-9 or additional services outside the scope of Statement of Work, attached hereto as Exhibit C-9, and shall be subject to additional fees to be mutually agreed upon by the parties. Payment Milestones Item Description Payable I 100 % of Software licenses due upon execution of this Amendment $10,670.00 2 12.5 %of services and expenses due upon receipt of operational review document $20,825.00 3 12.5 %of services and expenses due upon completion of system setup consulting services $20,825.00 4 25% of services and expenses due upon Software installation. $41,650.00 5 25% of services and expenses due upon completion of training $41,650.00 6 25% of services and expenses due upon Software Acceptance $41,650.00 Total $177,270.00 Page 6