Fresno City Council
March 24, 2022

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SERVICE AGREEMENT

CITY OF FRESNO, CALIFORNIA

THIS AGREEMENT (Agreement or Contract) is made and entered into effective the 1st day of January, 2021 by and between the CITY OF FRESNO, a California municipal corporation (City or Recipient or Purchaser), and TRAPEZE SOFTWARE GROUP, INC., a Delaware corporation (Service Provider or Contractor).

RECITALS

WHEREAS, City desires to obtain maintenance services for the software set forth in Exhibit A (Project); and
WHEREAS, City desires to obtain licenses for additional Trapeze Software and implementation services for said additional Trapeze Software; and WHEREAS, Service Provider is engaged in the business of furnishing such software and services and hereby represents that it desires to and is professionally and legally capable of performing the services called for by this Agreement; and WHEREAS, Service Provider acknowledges that this Agreement is subject to the requirements of Fresno Municipal Code Section 4-107; and WHEREAS, this Agreement will be administered for City by its Director of Transportation (Administrator) or designee.

AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and premises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows:

1. Scope of Services. Service Provider shall perform the services described in Exhibit A, Exhibit F, and Exhibit G including all work incidental to, or necessary to perform, such services even though not specifically described in Exhibit A, Exhibit F and Exhibit G.

2. Term of Agreement and Time for Performance. This Agreement shall be effective from the date first set forth above (Effective Date) and shall continue in full force and effect through June 30, 2022, subject to any earlier termination in accordance with this Agreement. The maintenance services of Service Provider as described in Exhibit A are to commence upon the Effective Date and shall be completed in a sequence assuring expeditious completion, but in any event, all such services shall be completed prior to expiration of this Agreement and in accordance with any performance schedule set forth in Exhibit A. The software license services of Service Provider as described in Exhibit F and Exhibit G shall commence and be completed as set forth in Exhibit G Statement of Work.

3. Compensation.
(a) Service Provider’s sole compensation for satisfactory performance of all services required or rendered pursuant to this Agreement shall be the current fee set forth per year, paid in advance on the basis of the rates set forth in the schedule of fees and expenses contained in Exhibit A and Exhibit G, which are attached hereto and incorporated by reference.

Such fee includes all expenses incurred by Service Provider in performance of the services. (b) Detailed statements shall be rendered on an as-needed basis for services performed for all charges in excess of or addition to the total annual “base” charge reflected in the pricing payment schedule in Exhibit A, Attachment B, Pricing, including charges set forth in Exhibit G, and will be payable in the normal course of City business. City shall not be obligated DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4

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to reimburse any expense for which it has not received a detailed invoice with applicable copies of representative and identifiable receipts or records substantiating such expense. (c) The parties may modify this Agreement to increase or decrease the scope of services or provide for the rendition of services not required by this Agreement, which modification shall include an adjustment to Service Provider’s compensation. Any change in the scope of services must be made by written amendment to the Agreement signed by an authorized representative for each party. Service Provider shall not be entitled to any additional compensation if services are performed prior to a signed written amendment.

4. Termination, Remedies, and Force Majeure.
(a) This Agreement shall terminate, in whole or in part, without any liability of City to Service Provider upon the earlier of : (i) Service Provider’s filing for protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party against Service Provider; (ii) ninety (90) ca lendar days’ prior written notice with or without cause by either party to the other party; (iii) City’s non-appropriation of funds sufficient to meet its obligations hereunder during any City fiscal year of this Agreement, or insufficient funding for the Project; or (iv) expiration of this Agreement. During the ninety (90) calendar day notice period, the applicable maintenance fees will remain payable. Prior to Agreement being terminated for cause, City shall allow Service Provider adequate opportunity to cure. (b) Immediately upon any termination or ex piration of this Agreement, Service Provider shall (i) immediately stop all work hereunder; (ii) immediately cause any and all of its subcontractors to cease work; and (iii) return to City any and all unearned payments on a prorated basis and all properties and materials in the possession of Service Provider that are owned by City. Subject to the terms of this Agreement, Service Provider shall be paid compensation for services satisfactorily performed prior to the effective date of termination. Service Provider shall not be paid for any work or services performed or costs incurred which reasonably could have been avoided.
(c) In no event shall any payment by City pursuant to this Agreement constitute a waiver by City of any breach of this Agreement which may then exist on the part of Service Provider, nor shall such payment impair or prejudice any remedy available to City with respect to the breach.
(d) Upon any breach of this Agreement by Service Provider, City may (i) exercise any right, remedy (in contract, law or equity), or privilege which may be available to it under applicable laws of the State of California or any other applicable law; (ii) proceed by appropriate court action to enforce the terms of the Agreement; and/or (iii) recover all direct damages, for the breach of the Agreement as awarded by a court of competent jurisdiction. If it is determined that City improperly terminated this Agreement for default, such termination shall be deemed a termination for convenience.
(e) Service Provider shall provide City with adequate written assurances of future performance, upon Administrator’s request, in the event Service Provider fails to comply with any terms or conditions of this Agreement.
(f) Service Provider shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of Service Provider and without its fault or negligence such as, acts of God or the public enem y, acts of City in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. Service Provider shall notify Administrator in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, and shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to Administrator of the cessation of such occurrence.

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5. Confidential Information and Ownership of Documents. (a) Any reports, information, or other materials prepared or assembled by Service Provider pursuant to this Agreement pursuant to the City’s data shall not be made available to any individual or organization by Service Provider without the prior written approval of the Administrator. During the term of this Agreement, and thereafter, Service Provider shall not, without the prior written consent of City, disclose to anyone any Confidential Information. The term Confidential Information for the purposes of this Agreement shall include all proprietary and confidential information of City, including but not limited to business plans, marketing plans, financial information, materials, compilations, doc uments, instruments, models, source or object codes and other information disclosed or submitted, orally, in writing, or by any other medium or media. All Confidential Information shall be and remain confidential and proprietary in City. (b) Service Provider shall not permit the reproduction or use thereof by any other person except as otherwise expressly provided herein. (c) If Service Provider should subcontract all or any portion of the services to be performed under this Agreement, Service Provider shall cause each subcontractor to also comply with the requirements of this Section 5.
(d) Service Provider acknowledges that City is subject to the California Public Records Act (California Government code Sections 6250 et. seq.) (Act) regarding the disclosure of public records. This Agreement constitutes a public record available for public inspection. If Service Provider, in the course of work under this Agreement, provides proprietary information (Confidential Information) to City, such Confidential Information shall be clearly marked by Service Provider with the legend, “Company Confidential,” “Trade Secret,” or another appropriate proprietary legend. If City receives a request for information, the City will notify Service Provider of such request. In the event City discloses Service Provider’s Confidential Information (following notification to Service Provider) that is legally required to be disclosed under the Act in response to a Public Records Act request from a third party pursuant to the Act, Service Provider agrees to release and hold City harmless from any and all liability owing to Service Provider as a result of such disclosure. Notwithstanding the other provisi ons of this Article, nothing received by City hereunder shall be construed as Confidential Information which (i) is or becomes available to the public other than by a breach of this Agreement by a party hereto; (ii) is rightfully received by one party hereunder from another party not obligated to this Agreement, and without confidential limitations; (iii) is known by or independently developed by the receiving party; (iv) is approved for release by that party designating the information as confidential; or (v) has been developed by City under this Agreement.
(e) The user documentation and training materials pertaining to the system as supplied by Service Provider (Documentation) whether proprietary to Service Provider or a third party, is licensed to City. Ownership of any intellectual property contained in the Documentation shall remain the sole and exclusive property of Service Provider or any applicable third party as the case may be. City shall not copy, modify, reverse engineer, or disassemble the Documentation or permit others to do such to the Documentation; provided, however, that City may make copies of the Documentation as necessary for back up, testing, integration and data- warehousing purposes to operate the System. City shall not transfer the license granted hereby or possession of the Documentation.
(f) This Section 5 shall survive expiration or termination of this Agreement.

6. Level of Skill. It is further mutually understood and agreed by and between the parties hereto that inasmuch as Service Provider represents to City that Service Provider and its subcontractors, if any, are skilled in the profession and shall perform in accordance with the standards of said industry necessary to perform the services agreed to be done by it under this Agreement, City relies upon the skill of Service Provider and its subcontractors, if any, to do and DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4

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perform such services in a skillful manner and Service Provider agrees to thus perform the services and require the same of any subcontractors. Therefore, any acceptance of such services by City shall not operate as a release of Service Provider or any subcontractors from said industry and professional standards.

7. Indemnification. To the furthest extent allowed by law, Service Provider shall indemnify and defend City and each of its officers, officials, employees, and agents from any third party suits, actions, and claims, all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including personal injury, death at any time and tangible property damage), and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees and litigation expenses) that arise solely out of, pertain to, or relate to the negligence, recklessness or willful misconduct of Service Provider, it s principals, officers, employees, or agents in the performance of this Agreement (Third Party Claim), provided that:
(a) City shall promptly give written notice to Service Provider after obtaining knowledge of any potential or actual Third Party Claim against City if recovery being sought against Service Provider is due to the indemnity set forth above; (b) Service Provider will have the right to defend City against any such Third Party Claim with counsel of Service Provider’s choice. In addition, City may retain separate co-counsel, at its sole cost and expense, to monitor the defense of the Third Party Claim, provided however, that Service Provider shall have the right to control the defense of such Third Party Claim in Service Provider’s sole discretion.
(c) City will not consent to the entry of any judgment with respect to such Third Party Claim without the prior written consent of Service Provider. (d) City will not enter into any settlement with respect to such Third Party Claim without the prior written consent of Service Provider.
(e) City shall cooperate with all reasonable request of Service Provider in connection with the defense of such Third Party Claim; and
(f) To the extent reasonably possible, City shall use its good faith efforts to mitigate any losses against which Service Provider is obligated to indemnify City pursuant to this Section.

If Service Provider should subcontract all or any portion of the services to be performed under this Agreement, Service Provider shall require each subcontractor to indemnify, and defend City and each of its officers, officials, employees, agents, and volunteers in accordance with the terms of the preceding paragraph.

This section shall survive termination or expiration of this Agreement, provided the subject matter of the indemnity occurred during the term of the Agreement.

8. Insurance.
(a) Throughout the life of this Agreement, Service Provider shall pay for and maintain in full force and effect all insurance as required in Exhibit B, which is incorporated into and part of this Agreement, with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by City’s Risk Manager or designee at any time and in its sole discretion. The required policies of insurance as stated in Exhibit B shall maintain limits of liability of not less than those amounts stated therein. (b) If at any time during the life of the Agreement or any extension, Service Provider or any of its subcontractors fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4

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due or that become due to Service Provider shall be withheld until notice is received by City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to City. Any failure to maintain the required insurance shall be sufficient cause for City to terminate this Agreement. No action taken by City pursuant to this section shall in any way relieve Service Provider of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by City that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. (c) The fact that insurance is obtained by Service Provider shall not be deemed to release or diminish the liability of Service Provider, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify City shall apply to all claims and liability under the provisions of this Agreement regardless of whether any insurance policies are applicable. The policy limits do not act as a lim itation upon the amount of indemnification to be provided by Service Provider. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability under the provisions of this Agreement nor limit the liability of Service Provider, its principals, officers, agents, employees, or persons under the supervision of Service Provider, vendors, suppliers, invitees, Service Providers, sub-Service Providers, subcontractors, or anyone employed directly or indirectly by any of them. (d) Upon request of City, Service Provider shall promptly furnish City with a copy of an insurance certificate on the Accord form as required under this Agreement, including all endorsements. This requirement shall survive expiration or termination of this Agreement. (e) If Service Provider should subcontract all or any portion of the services to be performed under this Agreement, Service Provider shall require each subcontractor/sub- Service Provider to provide insurance protection in favor of the City, to the City and each of its officers, officials, employees, agents, and volunteers in accordance with the terms of this section, except that any required certificates and applicable endorsement certificates, which shall be on file with Service Provider and City prior to the commencement of any services by the subcontractor.

9. Conflict of Interest and Non-Solicitation.
(a) Prior to City’s execution of this Agreement, Service Provider shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C.

During the term of this Agreement, Service Provider shall have the obligation and duty to promptly notify City in writing of any change to the information provided by Service Provider in such statement.
(b) Service Provider shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state, and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.) and the regulations of the Fair Political Practices Commission concerning disclosu re and disqualification (2 California Code of Regulations Section 18700 et. seq.). Service Provider shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, Service Provider shall promptly notify City of these facts in writing.
(c) In performing the work or services to be provided hereunder, Service Provider shall not employ or retain the services of any person while such person either is employed by City or is a member of any City council, commission, board, committee, or similar City body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved.

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(d) Service Provider represents and warrants that it has not paid or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit, or procure this Agreement or any rights/benefits hereunder.
(e) Service Provider and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. Notwithstanding any approval given by the City Manager under this provision, Service Provider shall rema in responsible for complying with Section 9(a), above.
(f) If Service Provider should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, Service Provider shall include the provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith.

10. Recycling Program. In the event Service Provider maintains an office or operates a facility(ies), or is required herein to maintain or operate same, within the incorporated limits of the City of Fresno, Service Provider at its sole cost and expense shall:
(i) Promptly establish and maintain a viable and ongoing recycling program, approved by City’s Solid Waste Management Division, for each office and facility. Literature describing City recycling programs is available from City’s Solid Waste Management Division and by calling City of Fresno Recycling Hotline at (559) 621- 1111.
(ii) Promptly contact City’s Solid Waste Management Division at (559) 621-1452 and schedule a free waste audit, and cooperate with such Division in their conduct of the audit for each office and facility.
(iii) Cooperate with and demonstrate to the satisfaction of City’s Solid Waste Management Division the establishment of the recycling program in paragraph (i) above and the ongoing maintenance thereof.

11. General Terms.
(a) Except as otherwise provided by law, all notices expressly required of City within the body of this Agreement, and not otherwise specifically provided for, shall be effective only if signed by the Administrator or designee.
(b) Records of Service Provider’s expenses for those charges in excess of the total annual “base” charge reflected in the pricing and payment schedule in Exhibit A, Attachment B, and in Exhibit G , shall be kept on a generally recognized accounting basis and shall be available to City or its authorized representatives upon request at Service Provider’s offices, during regular business hours throughout the life of this Agreement and for a period of three years after final payment or, if longer, for any period required by law. In addition, all books, documents, papers, and records of Service Provider pertaining to the Project shall be available for the purpose of making audits, examinations, excerpts, and transcriptions for the same period of time. If any litigation, claim, negotiations, audit or other action is commenced before the expiration of said time period, all records shall be retained and made available to City until such action is resolved, or until the end of said time period whichever shall later occur. If Service Provider should subcontract all or any portion of the services to be performed under this Agreement, Service Provider shall cause each subcontractor to also comply with the requirements of this paragraph.

This Section 11(b) shall survive expiration or termination of this Agreement.

12. Nondiscrimination. To the extent required by controlling federal, state, and local law, Service Provider shall not employ discrimi natory practices in the provision of services, DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4

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employment of personnel, or in any other respect on the basis of race, religious creed, color, national origin, ancestry, physical disability, ment al disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era.

Subject to the foregoing and during the performance of this Agreement, Service Provider agrees as follows:
(a) Service Provider will comply with all applicable laws and regulations providing that no person shall, on the grounds of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity made possible by or resulting from this Agreement. (b) Service Provider will not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Service Provider shall ensure that applicants are employed, and the employees are treated during employment, without regard to their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Such requirement shall apply to Service Provider’s employment practices including, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Service Provider agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. (c) Service Provider will, in all solicitations or advertisements for employees placed by or on behalf of Service Provider in pursuit hereof, state that all qualified applicants will receive consideration for employment without r egard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran, or veteran of the Vietnam era. (d) Service Provider will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice advising such labor union or workers' represen tatives of Service Provider’s commitment under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
(e) If Service Provider should subcontract all or any portion of the services to be performed under this Agreement, Service Provider shall cause each subcontractor to also comply with the requirements of this Section 12.

13. Independent Contractor.
(a) In the furnishing of the services provided for herein, Service Provider is acting solely as an independent contractor. Neither Service Provider, nor any of its officers, agents, or employees shall be deemed an officer, agent, employee, joint venturer, partner, or associate of City for any purpose. City shall have no right to control or supervise or direct the manner or method by which Service Provider shall perform its work and functions. However, City shall retain the right to administer this Agreement so as to verify that Service Provider is performing its obligations in accordance with the terms and conditions thereof. (b) This Agreement does not evidence a partnership or joint venture between Service Provider and City. Service Provider shall have no authority to bind City absent City’s express written consent. Except to the extent otherwise provided in this Agreement, Service Provider shall bear its own costs and expenses in pursuit thereof.

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(c) Because of its status as an independent contractor, Service Provider and its officers, agents, and employees shall have absolutely no right to employment rights and benefits available to City employees. Service Provider shall be solely liable and responsible for all payroll and tax withholding and for providing to, or on behalf of, its employees all employee benefits including, without limitation, health, welfare and retirement benefits. In addition, together with its other obligations under this Agreement, Service Provider shall be solely responsible , indemnify, and defend the City from all matters relating to employment and tax withholding for and payment of Service Provider’s employees, including, without limitation, (i) compliance with Social Security and unemployment insurance withholding, payment of workers compensation benefits, and all other laws and regulations governing matters of employee withholding, taxes and payment; and (ii) any claim of right or interest in City employment benefits, entitlements, programs and/or funds offered employees of City whether arising by reason of any common law, de facto, leased, or co- employee rights or other theory. It is acknowledged that during the term of this Agreement, Service Provider may be providing services to others unrelated to City or to this Agreement.

14. Notices. Any notice required or intended to be given to either party under the terms of this Agreement shall be in writing and shall be deemed to be duly given if delivered personally, transmitted by facsimile followed by telephone confirmation of receipt, or sent by United States registered or certified mail, with postage prepaid, return receipt requested, addressed to the party to which notice is to be given at the party's address set forth on the signature page of this Agreement or at such other address as the parties may from time to time designate by written notice. Notices served by United States mail in the manner above described shall be deemed sufficiently served or given at the time of the mailing thereof.

15. Binding. Subject to Section 16, below, once this Agreement is signed by all parties, it shall be binding upon, and shall inure to the benef it of, all parties, and each parties' respective heirs, successors, assigns, transferees, agents, servants, employees, and representatives.

16. Assignment.
(a) This Agreement is personal to Service Provider and there shall be no assignment by Service Provider of its rights or obligations under this Agreement without the prior written approval of the City Manager or designee. Any attempted assignment by Service Provider, its successors or assigns, shall be null and void unless approved in writing by the City Manager or designee. Notwithstanding the foregoing, Service Provider may assign its rights and interests by way of internal merger or acquisition with notice to City. (b) Service Provider hereby agrees not to assign the payment of any monies due Service Provider from City under the terms of this Agreement to any other individual(s), corporation(s) or entity(ies). City retains the right to pay any and all monies due Service Provider directly to Service Provider.

17. Compliance With Law. In providing the services required under this Agreement, Service Provider shall at all times comply with all applicable laws of the United States, the State of California and City, and with all applicable regulations promulgated by federal, state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the term of this Agreement.

18. Waiver. The waiver by either party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this Agreement. No provisions of this Agreement may be waived unless in writing and signed by all parties to this Agreement. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein.

19. Governing Law and Venue. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding, however, any DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4

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conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Fresno County, California. The parties specifically exclude the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods.

20. Headings. The section headings in this Agreement are for convenience and reference only and shall not be construed or held in any way to explain, modify or add to the interpretation or meaning of the provisions of this Agreement.

21. Severability. The provisions of this Agreement are severable. The invalidity or unenforceability of any one provision in this Agreement shall not affect the other provisions.

22. Interpretation. The parties acknowledge that this Agreement in its final form is the result of the combined efforts of the parties and that, should any provision of this Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved by construing this Agreement in favor of or against either party, but rather by construing the terms in accordance with their generally accepted meaning.

23. Attorney's Fees. If either party is required to commence any proceeding or legal action to enforce or interpret any term, covenant or condition of this Agreement, the prevailing party in such proceeding or action shall be entitled to recover from the other party its reasonable attorney's fees and legal expenses as awarded by a court of competent jurisdiction.

24. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the reference, incorporated into and made a part of this Agreement.

25. Precedence of Documents. In the event of any conflict between the body of this Agreement and any exhibit or attachment hereto, the terms and conditions of the body of this Agreement shall control and take precedence over the terms and conditions expressed within the exhibit or attachment.

26. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

27. No Third Party Beneficiaries. The rights, interests, duties and obligations defined within this Agreement are intended for the specific parties hereto as identified in the preamble of this Agreement. Notwithstanding anything stated to the contrary in this Agreement, it is not intended that any rights or interests in this Agreement benefit or flow to the interest of any third parties.

28. Extent of Agreement. Each party acknowledges that they have read and fully understand the contents of this Agreement. This Agreement represents the entire and integrated agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, either written or oral including those terms which may be contained on City’s Purchase Order. Th is Agreement may be modified only by written instrument duly authorized and executed by both City and Service Provider. No other terms, conditions, representation, warranties, or guarantees shall form a part hereof or have any legal effect whatsoever.

29. Federal Clauses. Notwithstanding the anything in this Agreement to the contrary, the parties agree that: (i) Service Provider shall be subject to the federal, state, and local government requirements set forth in Exhibit D as they apply to Trapeze’s performance of this agreement; and (ii) the products sold and software licensed hereunder are off-the-shelf, such federal, state, and local government requirements shall:
a) be in effect only to the extent that such clauses are applicable to the subject matter hereof;
b) recognize that no DBE contract goal has been established for this contract; DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4

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c) not transfer ownership of any intellectual property; d) not include any bond requirements for this agreement; e) not include any company policies that are outside of the applicable statutory requirements;
f) not include any additional rights or remedies not found in the body of the Agreement (including but not limited to additional audit rights); g) not include any liquidated damages;
h) be applicable, for audit purposes, at Trapeze’s location during normal business hours; and
i) not include any requirement that requires Trapeze to give up any of its legal rights.

Further, should such federal, state, and local government requirements cause the scope, schedule, or deliverables to change, then that parties agree that Service Provider shall be allowed an equitable adjustment.

30. Accessible Information and Communication Technology (ICT) Requirements.

The contractor/consultant/vendor of Information and Communication Technology (ICT) content/products/services is required to provide deliverables that satisfy the accessibility requirements of the ADA, Section 508, and conform to Web Content Accessibility Guidelines 2.0 Level AA Success Criteria (WCAG 2.0 AA), or the most recent WCAG version.

Prior to execution and renewal (if applicable) of contract, contractor/consultant/vendor is required to utilize a Voluntary Product Accessibilit y Template (VPAT) 2.0, or the most recent VPAT version to submit an Accessibility Conformance Report. Using the report, the City will make a determination if the content/product/service substantially meets applicable accessible standards or best meets the standards and is consistent with the business need. In such instances in which the content/product/service is non-conforming the contract may be denied, or the contractor/consultant/vendor may be asked to provide a reasonable timeline for remediation of areas of non-conformance.

Definitions:

Information and Communication Technology (ICT) is information technology and other equipment, systems, technologies, or processes, for which the principal function is the creation, manipulation, storage, display, receipt, or transmission of electronic data and information, as well as any associated content. Examples of ICT include but are not limited to: computers and peripheral equipment; information kiosks and transaction machines; telecommunications equipment; customer premises equipment; multifunction office machines; software; applications; websites; videos; and, electronic documents.

Web Content Accessibility Guidelines 2.0 standards (WCAG 2.0), or the most recent WCAG version, created by the World Wide Web Consortium (W3C) Web Accessibility Initiative (WAI), define how to make web content more accessible to people with disabilities. Testable success criteria are provided to allow WCAG 2.0 to be used where requirements and conformance testing are necessary; Level AA is the median level of conformance and the minimum acceptable level for accessibility. WCAG 2.0 is written to be technology neutral, and the success criteria and conformance requirements can be applied to all electronic content. Section 508 of the Rehabilitation Act of 1973 (Section 508) requires federal agencies and entities receiving federal funds to meet specific accessibility standards for electronic information and technology; the City of Fresno is an entity that receives federal funds.

Section 508 of the Rehabilitation Act of 1973 (Section 508) requires federal agencies and entities receiving federal funds to meet specific accessibility standards for electronic information and technology; the City of Fresno is an entity that receives federal funds.

DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4

11 Generic Service Provider Total Fee (01-11-16)
Accessible Document Requirements
Documents must be provided as accessible PDFs or in another alternate accessible format. Accessible PDFs are PDF documents created so that they are not read solely as an image by assistive technology and screen readers. This is usually achieved through the use of tags, or a structured, textual representation of the PDF that is presented to screen readers but have no visible effect on the PDF file.

[Signatures follow on the next page.]
DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4

12 Generic Service Provider Total Fee (01-11-16)
IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, the day and year first above written.

City OF FRESNO,
a California municipal corporation

B y :

Gregory A. Barfield, Director
Department of Transportation

APPROVED AS TO FORM:

DOUGLAS T. SLOAN
City Attorney

B y :

Pauline Brickey Date
Deputy City Attorney

ATTEST:

TODD STERMER, CRM MMC
City Clerk

B y :

Deputy

Addresses:

CITY:

City of Fresno
Attention: Brian Barr, Assistant Director
2223 G Street
Fresno, CA 93706
Phone: (559) 621-1418
FAX: (559) 488-1065

Attachments:

1. Exhibit A - Scope of Services

2. Exhibit B - Insurance Requirements

3. Exhibit C - Conflict of Interest Disclosure
Form

4. Exhibit D – Federal Requirements

5. Exhibit E – Lobbying Certification

6. Exhibit F – Software License Agreement

7. Exhibit G – Statement of Work
TRAPEZE SOFTWARE GROUP, INC.

A Delaware Corporation

B y :

N a m e :

Title:
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)

B y :

N a m e :

Title:
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)

SERVICE PROVIDER:

Trapeze Software Group, Inc.

Attention: Arlene English
5265 Rockwell Dr
Cedar Rapids, IA 52402
Phone: 319-743-4522

DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B Geoff Allan
Chief Financial Officer
President
Rod Jones
DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4

EXHIBIT A

SCOPE OF SERVICES
Service Agreement between City of Fresno
and TRAPEZE SOFTWARE GROUP, INC.

PROFESSIONAL TRANSIT SOFTWARE MAINTENANCE SERVICES FOR LICENSED

TRANSPORTATION PASSENGER SOFTWARE SUITE

Trapeze Software Group, Inc. ("Seller", "Trapeze", or “CONSULTANT”) hereby agrees to furnish  Software and other named maintenance services consisting of the necessary labor, and testing of all City of Fresno ("Buyer", "City", “Fresno Area Express”, or “FAX”) Software listed in Attachment A in accordance with the terms and conditions of the Agreement to which this Exhibit A is attached.  Buyer agrees to use Seller as the maintenance vendor for all Software listed.  Buyer agrees to purchase and pay for such services subject to the following terms and conditions:

WHEREAS  Buyer  wishes  to  participate  in  Seller's  annual maintenance program;

WHEREAS  Seller  is  the  owner  of  the  rights  to  certain  software identified under Attachment A (Collectively “Software”), including copyright, trademark, trade secret and other intellectual property rights;

WHEREAS  Seller  has  granted  Buyer  certain  rights  regarding  the Software that enable Buyer to
use the Software under the terms
and conditions specified under the granted license; and

WHEREAS,  The  Software  covered  by  this  Exhibit  are  identified  in Attachment A, Schedule of Covered Software, and pricing for this coverage is identified in Attachment B, Pricing Schedule.

NOW, THEREFORE, the parties agree as follows:

1)
DEFINITIONS.

A. Updates  and  Upgrades:   Those  improvements  to  the Software that Seller generally makes available as part of the annual maintenance program.

B. Priority  One  (1)  Variance:   An  Software  performance anomaly  resulting  in  the  loss  or  use  of  critical  system functions to the extent that such loss affects the safety of the public and/or personnel.

C. Priority  Two  (2)  Variance:  An  Software  deficiency  of lesser  severity  than  a  Priority  One  (1)  that  does  not substantially  reduce  the  capability  of  the  system  to accomplish  its  primary  system  functions  (e.g.,  vehicle communications  and  AVL).   Priority  Two  (2)  Variances indicate  functional  and/or  performance  deficiencies, but  the  system  is  still  capable  of  accomplishing  its primary system functions with a satisfactory degree of
safety and effectiveness.  A Priority One (1) Variance for which  an  acceptable  workaround  has  been  established shall be reassigned to a Priority Two (2).

D. Service Notification:  A notification or bulletin provided by Seller that describes a change to Software.

E. Trade  Secrets:   Any  information  proprietary  to  either party  (including  software  source  code),  concerning  a design, process, procedure, formula, or improvement that is commercially valuable and secret (in the sense that the confidentiality of such information affords a competitive advantage  to  the  owner),  but  shall  not  include  any information that (1) is or becomes generally known to the public  through  no  fault  of  the  recipient;  (2)  is  obtained without restriction from an independent source having a bona  fide  right  to  use  and  disclose  such  information, without restriction as to further use or disclosure; (3) the recipient  independently  develops  through  persons  who have  not  had  access  to  such  information;  or  (4)  the disclosing  party  approves  for  unrestricted  release  by written authorization.

F. Trapeze Software ("Software"): The Trapeze proprietary software applications identified in Attachment A of this Exhibit.

2) MAINTENANCE SERVICES PROVIDED.  Seller agrees to provide the following  Software  maintenance  services  during  the  term  of  this Agreement:

A. Seller shall maintain the Software in conformity, and in all  material  respects,  with  the  descriptions  and
specifications of the Software in effect at the time of the execution of this Agreement including this Exhibit;
B. Seller shall send Buyer mailings regarding Updates and Upgrades of the Software;
C. Seller shall provide phone support to Buyer’s authorized callers  to  assist  with  troubleshooting  of  installation, configuration,  and  operational  problems  of  covered Software.
i. Calls received for Priority One (1) Variances
shall be returned within one (1) hour.
ii. Calls received for Priority Two (2) Variances
shall be returned within four (4) hours.
iii. Calls received for  Priority Three (3)  shall be
returned within one (1) business day.
iv. Calls  received  for  Priority  Four  (4)  shall  be returned within two (2) business days.

The toll free number for all calls to Seller is 1‐877‐411‐8727.

Buyer shall provide Seller with remote access to Buyer’s computers on which the Software is installed.  Seller shall provide Updates and Upgrades  to  the  Software  via  remote  connection  or  at  its  sole discretion,  load  the  software  onto  the  system  while  on  site.    All media used to load software on‐site shall remain in the possession and  control  of  Seller.   Should  the  Buyer  request  any  on‐site maintenance  services,  Seller  reserves  the  right  to  charge  its standard  applicable  service  fees  plus  expenses  related  to  such services.

Seller  does  not  represent  or  warrant  that  (a)  the  Software  shall meet
any or all of Buyer’s particular requirements; (b) the operation of the Software shall be error‐free or uninterrupted.

3)   TERM OF THIS AGREEMENT.  The term of this Agreement shall commence on the Effective Date set forth in the Agreement, and shall continue through June 30, 2022, unless (1) this Agreement is DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4

cancelled  in  accordance  with  Article  4  of  the  Agreement, Termination, Remedies, and Force Majeure; or (2) this Agreement is changed pursuant to Article 16.

4)  NOT USED

5)  PAYMENT AND PRICING TERMS. Buyer shall pay Seller on a "firm fixed  price"  basis,  in  US  dollars,  in  accordance  with  the Maintenance  Plan  Fees,  attached  to  and,  by  this  reference, incorporated into this Agreement including this Exhibit.   Terms of payment shall be net thirty (30) days from date of invoice.  If Buyer determines that an invoice does not comply with the terms of this Agreement including this Exhibit, Buyer shall notify Seller in writing, via  certified  mail,  within  seven  (7)  business  days  of  receipt  of invoice.   Buyer  shall  pay  all  undisputed  portions  of  the  invoices submitted by Seller within the payment terms stated herein.

In the event Buyer declines, for any reason,
to pay any invoice(s)
when due, in addition to any other rights reserved hereunder, Seller reserves the right to suspend or limit performance until all past due sums  are  paid.   In  addition,  Seller  reserves  the  right  to  assess  a monthly fee of two percent  (2%)  of  the open balance  payable to Seller  by  Buyer.   Buyer  understands  and  agrees  that  the  two percent (2%) fee  constitutes an administrative cost rather than a penalty.

Time and Material rates are subject to change with notice and are set forth under Attachment B.  Time and Material rates shall apply to  any  repair  services  for  any  Software  covered  under  Article  7, EQUIPMENT  AND  SOFTWARE  EXCLUDED  FROM  MAINTENANCE
SERVICE COVERAGE.

Seller shall invoice Buyer at the address set forth below for services provided hereunder.

Invoice address:

Fresno Area Express Administration
Attn:  Information Services Supervisor
2223 G Street
Fresno, CA 93706

6)  TAXES  AND  FEES.   The  prices  stated  do  not  include  any  state, federal or local sales or excise taxes, or duties, now in force or which may be enacted in the future, and may be applicable to the sale, delivery  or  use  of  goods.  Buyer  expressly  agrees  to  pay  Seller,  in addition to the prices stated, the amount of any such taxes which may be imposed upon or payable by Seller.  Buyer shall provide tax exemption certificate if Buyer is tax exempt.

7)   SOFTWARE  EXCLUDED  FROM  MAINTENANCE  SERVICE
COVERAGE.  In  the  event  that  Software  covered  under  the Agreement is (i) subjected to any of the conditions below by Buyer or any Third Parties or (ii) excluded from maintenance services by notification  of  Seller,  such  Software  shall  be  excluded  from maintenance service coverage.

A. Software  subjected to carelessness or  negligence;
B. Software subjected to cannibalization or vandalism;
C. Software subjected to alteration or repair in a manner which conflicts with Seller’s written repair procedures, specifications, and license terms;
D. Software  subjected  to  inadequate  packing,  storage  or handling;
E. Software  subjected  to  fire,  wind,  flood,  leakage, collapse,  lightning,  explosion,  or  other  Acts  of  God, including  but  not  limited  to,  Acts  of  War  (declared  or undeclared), terrorism, or the public enemy;
F. Software  altered  as  a  result  of  Third  Party  service bulletins; and
G. Software excluded from maintenance services through
a ninety (90) calendar day notification by Seller.

The parties further agree that the above maintenance services shall not include services which may be required to identify or correct errors, defects or performance issues in the Trapeze Software which are caused by the actions or omissions of the Buyer, its employees, contractors or vehicle riders.

8) NOT USED.

9) NOT USED.

10) NOT USED.

11) NOT USED.

12)  NOT USED.

13) NOT USED.

14)   DOCUMENTATION  OF  SOFTWARE  DIFFICULTY.    Upon  the identification  of  a  possible  fault  or  difficulty  within  any  of  the Software to be supported hereunder, Buyer shall
promptly  issue  a  trouble  report  to  Seller  that  shall  include  the following information:

A. Date of performance anomaly;
B. Software  module  in  question  and  location  of  where Software is installed;
C. Detailed system description of performance anomaly;
D. Part  number  or  version  number  of  Software  and severity/ impact to Buyers operations; and
E. Contact name and phone number.

The trouble report information shall also be communicated verbally to Seller at 1‐866‐778‐5572.  Seller shall forward the trouble report to the designated
repair technician.

15) CHANGES TO SOFTWARE.  Seller may issue Service Notifications indicating  recommended  or  mandatory  changes  to  the  Software covered under this Agreement.

16)   CHANGES TO AGREEMENT.   Seller and Buyer may, by mutual agreement and subsequent written amendment, make changes to this  Agreement  including  this  Exhibit.   Implementation  of  any change  not  covered  under  this  Agreement  including  this  Exhibit shall be chargeable in accordance with Seller's current pricing.   In addition,  Buyer  shall  be  entitled  to  acquire  a  license  to  new products  at  Seller’s  then  current  license  fees.  Upgrades  and  new products  will  be  provided  with  updated  documentation  where available and appropriate.

17) LIMITATION OF LIABILITY.  NOTWITHSTANDING ANY PROVISION OF  THIS  AGREEMENT  TO  THE  CONTRARY,  IN  NO  EVENT  SHALL SELLER  BE  LIABLE  FOR  ANY  SPECIAL,  INCIDENTAL,  INDIRECT  OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT
LIMITIATION,  DAMAGES  FOR  LOSS  OF  PROFITS,  OR  BUSINESS INTERRUPTION) ARISING OUT OF THE USE OF OR INABILITY TO USE ANY  PRODUCT,  OR  ASSOCIATED  SOFTWARE  DESCRIBED  HEREIN, DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4

EITHER  SEPARATELY  OR  IN  COMBINATION  WITH  ANY  OTHER PRODUCT, EQUIPMENT, SOFTWARE OR OTHER MATERIALS EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OR CERTAINTY OF SUCH DAMAGES.

SELLER'S  TOTAL  AGGREGATE  LIABILITY  HEREUNDER  WHETHER BASED  UPON  CONTRACT,  TORT  (INCLUDING  NEGLIGENCE  AND STRICT LIABILITY) OR OTHERWISE, SHALL IN NO EVENT EXCEED THE FEES PAID TO SELLER DURING INITIAL MAINTENANCE TERM.

18) NOT USED.

19) NOT USED.
20) PATENT, PROPRIETARY RIGHTS, COPYRIGHT AND TRADEMARK INDEMNITY.     Seller  shall  retain  all  rights  in  patents,  copyrights, trademarks,  and  trade  secrets.  Furthermore, neither  the Agreement  nor  the  delivery  of  any  work  hereunder  shall  be construed as granting, either by estoppel or otherwise, any right in, or license under, any present or future data, drawings, plans, ideas or  methods  disclosed  in  this  Agreement  or  under  any  invention, patent,  copyright  or  trade  secret  now  or  hereafter  owned  or controlled  by  Seller.   Software  utilized  under  this  Agreement  is proprietary  and  ownership  of  the  software  remains  with  Seller and/or its subcontractors, as the case may be.  Subject to Article 5 of  the  Agreement,  Buyer  agrees  to:  (1)  take  reasonable  steps  to maintain Seller’s and subcontractors rights in the software; (2) not sell,  transfer,  publish,  display,  disclose,  or  make  available  the software, or copies of the software, to third parties except where Buyer  may  disclose  the  software  to  designated  federal representatives  under  a  nondisclosure  agreement  executed  by both parties, (3) not use or allow to be used, the software either directly or indirectly for the benefit of any other person or entity, and  (4)  not  use  the  software,  along  with  its  Updates,  patches  or Upgrades, on any equipment other than the equipment on which it was originally installed, without Seller’s written consent.

Seller agrees that it will defend, at its own expense, all suits against Buyer  for  infringement  of  any  United  States  patent  or  copyright which covers, or alleges to cover, the product described herein in the form sold by Seller.  Seller agrees that it will pay all sums, which, by  final  judgment  or  decree  in  any  such  suits,  may  be  assessed against Buyer on account of such infringement, provided that Seller shall  be  given  (i)  prompt  written  notice  of  all  claims  of  any  such infringement and of any suits brought or threatened against Buyer and  (ii)  authority  to  assume  the  sole  defense  thereof  through  its own counsel and  to compromise  or settle any suits so far as this may be done without prejudice of the right of Buyer to continue the use, as contemplated, of the product so purchased.  If, in any such suit so defended, the product is held to constitute an infringement and its use is enjoined, or if in the light of any claim of infringement Seller  deems  it  advisable  to  do  so,  Seller  may  either  procure  the right to continue the use of the same for Buyer, or replace the same with a non‐infringing product, or modify said product so as to be non‐infringing,  or,  if  the  foregoing  options  are  not  reasonably available, take back the infringing product and refund the purchase price less a reasonable allowance for use, damage or obsolescence.

THE  FOREGOING  STATES  THE  SOLE  AND  EXCLUSIVE  LIABILITY  OF THE  PARTIES  HERETO  FOR  PATENT  AND/OR  COPYRIGHT
INFRINGEMENT.

21) NOT USED.

22) NOT USED.

23) NOT USED.

24)  DISPUTES.   The  Parties  shall  attempt  to  resolve  any  dispute arising out of or relating to this Agreement promptly by negotiation in good faith between executives who have the authority to settle the dispute.  Either Party shall give the other Party written notice of any dispute not resolved in the ordinary course of business.  Within seven  (7)  business  days  after  delivery  of  such  notice,  the  Party receiving  notice  shall  submit  to  the  other  a  written  response thereto.

All reasonable requests for information made by one Party to any other  shall  be  honored  in  a  timely  fashion.   All  negotiations conducted  pursuant  to  this  Article  (and  any  of  the  Parties' submissions in contemplation hereof) shall be kept confidential by the  Parties  and  shall  be  treated  by  the  Parties  and  their representatives as compromise and settlement negotiations under the Federal Rules of Evidence and any similar state rules.

25)  NOT USED.

26)  TRADE SECRETS.  Buyer  acknowledges  that  all  Trade  Secrets relating to or concerning the Software, including any modifications made thereto, are owned by Trapeze or Trapeze has the applicable rights  of  use  and  Buyer  will  maintain  the  Trade  Secrets  in  strict confidence  and  not  disclose  the  Trade  Secrets  to  any  third  party without  Seller’s  prior  written  consent.   Buyer  shall  prohibit  any persons other than Buyer employees from using any components of the  Software  and  Buyer  shall  restrict  the  disclosure  and dissemination of all Trade Secrets reflected in the Software to Buyer employees  who  are  bound  to  respect  the  confidentiality  of  such Trade  Secrets.   These  obligations  of  confidentiality  will  survive termination of the Agreement.

27)  MEDIA  AND  PUBLICATION.  Upon  reasonable  notice  and consultation with the Buyer, Seller shall be entitled to publish press releases  and  other  general  marketing  information  related  to  the Agreement  and  the  work  done  hereunder.   Except  for  the foregoing, and subject to the strict requirements of the law, neither party  will  communicate  with  representatives  of  the  general  or technical  press,  radio,  television,  or  other  communication  media regarding the work performed under the Agreement without the prior  written  consent  of  the  other  party,  which  shall  not  be unreasonably withheld.

28) DATA/DATABASE OWNERSHIP. The license to use the Software database is granted to Buyer solely for the development of internal reports  by  Buyer  and  for  the  integrated  operation  of  Trapeze Software components. Unless expressly included herein, all other access  rights  to  the  Software  database  are  excluded  from  this Agreement, and the Buyer shall not develop or use, or authorize the development or use of, any other application interfaces to or from  the  Software  database.   However,  Buyer  shall  retain ownership  of  the  raw  data  that  is  inputted  into  the  Software database,  and  export  this  raw  data  (i)  when  needed  to  support business activities and (ii) created directly by Buyer’s employees.

29)  NOT USED.

DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4

ATTACHMENT A
TO

EXHIBIT A

LIST OF SOFTWARE
Service Agreement between City of Fresno
and TRAPEZE SOFTWARE GROUP, INC.

PROFESSIONAL TRANSIT SOFTWARE MAINTENANCE SERVICES FOR LICENSED

TRANSPORTATION PASSENGER SOFTWARE SUITE

FX/BB: Enables schedulers to build and manage fixed route bus schedules. Provides a number of tools to automate various components of the sche duling process including  building  patterns, headways, blocks, runs, and rosters FX MON: An inte rface application designed to provide fixed route schedule information build in FX to other Trapeze applications or to third parties
OPS: An inte grate d operations management solution that stre amline s many frequently performed operational tasks, including  bidding, dispatching, timekeeping, workforce management. Capable of managing various aspects of the workforce de aling with discipline , FMLA, vacation and absenteeism. Capable of calculating empl oyee’s pay through configuration of the agency’s union pay rules.

Product  Period  Operational Characteristics
FX/Blockbuster  January 1, 2021 ‐ December 31, 2021  up to 149 peak vehicles & 1 w/s FX/Blockbuster  January 1, 2022 ‐ June 30, 2022  up to 110 peak vehicles & 1 w/s

FX MON  May 1, 2021 ‐ April 30, 2022  up to 99 peak fixed route vehicles FX MON  May 1, 2022 ‐ June 30, 2022  up to 110 peak fixed route vehicles

OPS  April 1, 2021 ‐ March 31, 2022  up to 300 employees OPS  April 1, 2022 ‐ June 30, 2022  up to 300 employees

OPS SIT  May 1, 2021 ‐ April 30, 2022  up to 260 employees OPS SIT  May 1, 2022 ‐ June 30, 2022  up to 260 employees

PASS  November 1, 2020 ‐ October 31, 2021  up to 1018 booked paratransit trips & 9 w/s PASS  November 1, 2021 ‐ June 30, 2022  up to 1018 booked paratransit trips & 9 w/s

PASS COM  November 1, 2020 ‐ October 31, 2021  up to 1018 booked paratransit trips PASS COM  November 1, 2021 ‐ June 30, 2022  up to 1018 booked paratransit trips

PASS MON  July 1, 2020 ‐ June 30, 2021  up to 53 paratransit vehicles PASS MON  July 1, 2021 ‐ June 30, 2022  up to 53 paratransit vehicles

Escrow  January 1, 2021 ‐ December 31, 2021
Escrow  January 1, 2022 ‐ June 30, 2022
BSM  March 1, 2021 ‐ February 28, 2022  up to 114 peak vehicles BSM  March 1, 2022 ‐ June 30, 2022  up to 110 peak vehicles

EAM‐FA  July 1, 2021 ‐ June 30, 2022
up to 135 active transit equipment units, mobile for 1, Crystal for 1

GTFS STATIC  January 1, 2021 ‐ December 31, 2021  up to 106 peak vehicles GTFS STATIC  January 1, 2022 ‐ June 30, 2022  up to 110 peak vehicles

GTFS RT  January 1, 2021 ‐ December 31, 2021  up to 106 peak vehicles GTFS RT  January 1, 2022 ‐ June 30, 2022  up to 110 peak vehicles DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4

OPS SIT: Provides convenient remote sign‐in capabilities for operators. Automates the sign in process by inte grating sign in activities with dispatch data. Ensures operators are in possession of valid credenti al s and can notify of upcoming expi rati on. Provides audible and visual notification of late empl oyees and pote ntially missed service.

PASS: “Passenger Automated Sche duling System”. A demand response scheduling and dispatch system that manages spe cialize d transportation services such as paratransit or microtransit for people that may require an alternative solution to conventional public transportation networks. Enables call center representatives, schedulers, dispatchers and managers to view and manage the on‐demand and pre‐arranged speci al i sed transit schedules. Includes a complex set of algorithms that constantly optimize and manage the schedules for each vehicle in an agency’s fleet.

PASS COM: A module used for paratransit call takers at an agency to track and monitor complaints & commendations within the PASS system.

PASS‐MON: An inte rface application that allows data to be sent to and from a vehicle’s M obile Data Terminals (MDTs) like a Ranger, DriverMate, or TransitMaster unit. Provides vehicle itine rarie s to MDTs and receives real time tracking information back into PASS.

BSM: “Bus Stop Manager”. A web based application that enabl es stre amlining of management of bus stops and the on street assets associated with bus stops. Can directly inte rface with FX or can be used on top of other third party bus stop databases.

EAM‐FA: “Enterprise Asset Management”. Pre viously calle d “FA Suite”. Tracks all functions related to maintenance of any type of transit infrastructure. Provides asset management reporting capabilitie s as well as the tactical day‐to‐day system that mechanics use to track work on these assets.

GTFS Static: An export inte rface application designed to push out fixed route schedule information in the format necessary to upload the data to Google Transit. This is one half of the Export tool that contains schedule, fare, and geographic information.

GTFS Real Time: One half of the Export tool that contains the arrival predictions, vehicle positions, and service advisories.

Software Maintenance Program pricing includes:

 Software modules and workstations as noted in Tables 1-13. Workstation support assumes the number of workstations supported is already licensed.
 Access to an online community portal with access to Trapeze resources and a community of North America’s largest transit organizations
 24 x 7 Priority 1 technical support via the Trapeze Customer Care Service Desk  8 am to 8 pm EST business day technical support for lower priority issues via the Trapeze Customer Care Service Desk  Access to knowledgeable resources that understand our software and Technology  Software license for software updates and upgrades.
 Expert Technical resources assigned to perform your technical upgrade free of charge  Monthly Web training sessions invitations
 On-line tracking ability for queued service tickets

DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4

ATTACHMENT B
TO

EXHIBIT A

PRICE OF SERVICES
Service Agreement between City of Fresno
and TRAPEZE SOFTWARE GROUP, INC.

PROFESSIONAL TRANSIT SOFTWARE MAINTENANCE SERVICES FOR LICENSED

TRANSPORTATION PASSENGER SOFTWARE SUITE

Follows this page
DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4

Product Period Operational Characteristics Value N otes FX/Blockbuster January 1, 2021 - December 31, 2021 up to 149 peak vehicles & 1 w/s $ 34,071 o/s TPMAG09272 FX/Blockbuster January 1, 2022 - June 30, 2022 up to 110 peak vehicles & 1 w/s $ 15,546 prorated 6 months; pricing revised
based on 110 peak vehicles
FX MON May 1, 2021 - April 30, 2022 up to 99 peak fixed route vehicles $ 9,833 o/s TPMAG09940 FX MON May 1, 2022 - June 30, 2022 up to 110 peak fixed route vehicles $ 1,817 prorated 2 months; pricing revised
based on 110 peak vehicles
OPS April 1, 2021 - March 31, 2022 up to 300 employees $ 45,027 o/s TPMAG09777 OPS April 1, 2022 - June 30, 2022 up to 300 employees $ 11,820 prorated 3 months OPS SIT May 1, 2021 - April 30, 2022 up to 260 employees $ 4,884 o/s TPMAG09941 OPS SIT May 1, 2022 - June 30, 2022 up to 260 employees $ 855 prorated 2 months PASS November 1, 2020 - October 31, 2021 up to 1018 booked paratransit trips & 9 w/s $ 31,660 o/s TPMAG08860 PASS November 1, 2021 - June 30, 2022 up to 1018 booked paratransit trips & 9 w/s $ 22,162 prorated 8 months PASS COM November 1, 2020 - October 31, 2021 up to 1018 booked paratransit trips $ 5,403 o/s TPMAG08859 PASS COM November 1, 2021 - June 30, 2022 up to 1018 booked paratransit trips $ 3,782 prorated 8 months PASS MON July 1, 2020 - June 30, 2021 up to 53 paratransit vehicles $ 19,431 o/s TPMAG08083 PASS MON July 1, 2021 - June 30, 2022 up to 53 paratransit vehicles $ 20,403 o/s TPMAG10251 Escrow January 1, 2021 - December 31, 2021 $ 3,351 o/s TPMAG09273 Escrow January 1, 2022 - June 30, 2022 $ 1,676 prorated 6 months BSM March 1, 2021 - February 28, 2022 up to 114 peak vehicles 11,081 $ o/s TPMAG09653 BSM March 1, 2022 - June 30, 2022 up to 110 peak vehicles 3,878 $ prorated 4 months; no change in price EAM-FA July 1, 2021 - June 30, 2022
up to 135 active transit equipment units, mobile for 1, Crystal for 1 10,751$
o/s TPMAG10250; pricing revised
based on 135 active transit equipment
units
GTFS STATIC January 1, 2021 - December 31, 2021 up to 106 peak vehicles $ 2,935 o/s TPMAG09274 GTFS STATIC January 1, 2022 - June 30, 2022 up to 110 peak vehicles $ 1,599 prorated 6 months; pricing revised
based on 110 peak vehicles
GTFS RT January 1, 2021 - December 31, 2021 up to 106 peak vehicles $ 15,435 o/s TPMAG09275 GTFS RT January 1, 2022 - June 30, 2022 up to 110 peak vehicles $ 8,409 prorated 6 months; pricing revised
based on 110 peak vehicles
DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4

ATTACHMENT C
TO

EXHIBIT A

NOT APPLICABLE

DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4

EXHIBIT B

INSURANCE REQUIREMENTS
Service Agreement between City of Fresno (City)
and Trapeze Software Group, Inc. (Service Provider)

PROFESSIONAL TRANSIT SOFTWARE AND MAINTENANCE SERVICES FOR LICENSED

TRANSPORTATION PASSENGER SOFTWARE SUITE

MINIMUM SCOPE OF INSURANCE

Coverage shall be at least as broad as:

1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non-owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under “Minimum Limits of Insurance.”

2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1- Any Auto).

If personal automobile coverage is used, the City, its officers, officials, employees, agents, and volunteers are to be listed as additional insureds.

3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.

4. Technology Liability (Errors and Omissions) insurance appropriate to Service Provider’s profession. Coverage shall be sufficiently broad to respond to duties and obligations as is undertaken by Service Provider in this agreement and shall include but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines penalties and credit monitoring expenses with limits sufficient to respond to these obligations.

MINIMUM LIMITS OF INSURANCE
Service Provider, or any party the Service Provider subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to City, its officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured:

1. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage; DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4

(ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2,000,000 aggregate for products and completed operations; and, (iv) $2,000,000 general aggregate applying separately to the work performed under the Agreement.

2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.

3. WORKERS’ COMPENSATION INSURANCE as required by the State of California with statutory limits.

4. EMPLOYER’S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.

5. TECHNOLOGY PROFESSIONAL LIABILITY insurance with limits of not less than:
(i) $2,000,000 per claim/occurrence; and,
(ii) $4,000,000 policy aggregate

UMBRELLA OR EXCESS INSURANCE
In the event Service Provider purchases an Umbrella or Excess insurance policy(ies) to meet the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the City, its officers, officials, employees, agents, and volunteers.

DEDUCTIBLES AND SELF-INSURED RETENTIONS
Service Provider shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and Service Provider shall also be responsible for payment of any self- insured retentions. Any deductibles or self-insured retentions must be declared to on the Certificate of Insurance, and approved by, the City’s Risk Manager or designee. At the option of the City’s Risk Manager or designee, either:
(i) The insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its officers, officials, employees, agents, and volunteers; or
(ii) Service Provider shall provide a financial guarantee, satisfactory to City’s Risk Manager or designee, guaranteeing payment of losses and related investigations, claim administration, and defense expenses. At no time shall City be responsible for the payment of any deductibles or self-insured retentions.

OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liability insurance policies are to contain, or be endorsed to contain, the following provisions:

1. City, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds. Service Provider shall establish additional insured status for the City and for all ongoing and completed operations by use of ISO Form CG 20 10 11 85 or both CG 20 10 10 01 and CG 20 37 10 01 or by an executed DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4

manuscript insurance company endorsement providing additional insured status as broad as that contained in ISO Form CG 20 10 11 85.

2. The coverage shall contain no special limitations on the scope of protection afforded to City, its officers, officials, employees, agents, and volunteers. Any available insurance proceeds in excess of the specified minimum limits and coverage shall be available to the Additional Insured.

3. For any claims relating to this Agreement, Service Provider’s insurance coverage shall be primary insurance with respect to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents, and volunteers shall be excess of Service Provider’s insurance and shall not contri bute with it. Service Provider shall establish primary and non-contributory status by using ISO Form CG 20 01 04 13 or by an executed manuscript insuranc e company endorsement that provides primary and non-contributory status as broad as that contained in ISO Form CG 20 01 04 13.

The Workers’ Compensation insurance policy is to contain, or be endorsed to contain, the following provision: Service Provider and its insurer shall waive any right of subrogation against City, its officers, officials, employees, agents, and volunteers.

If the Technology Liability insurance policy is written on a claims-made form:

1. The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by Service Provider.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement work or termination of the Agreement, whichever occurs first, or, in the alternative, the policy shall be endorsed to provide not less than a five (5) year discovery period.

3. If coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a retroactive date prior to the effective date of the Agreement or the commencement of work by Service Provider, Service Provider must purchase “extended reporting” coverage for a minimum of five years completion of the Agreement work or termination of the Agreement, whichever occurs first.

4. A copy of the claims reporting requirements must be submitted to City for review.

5. These requirements shall survive expira tion or termination of the Agreement.

All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty calendar days written notice by certified mail, return receipt requested, has been given to City. Service Provider is also responsible for providing written notice to the City under the same terms and conditions.

Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, Service Provider shall furnish City with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for City, Service Provider shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen calendar days prior to the expiration date of the expiring policy.

Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits.

DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4

The fact that insurance is obtained by Service Provider shall not be deemed to release or diminish the liability of Service Provider, including, without limitation, liability under the indemnity provisions of this Agreement. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Service Provider. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Service Provider, its principals, officers, agents, employees, persons under the supervision of Service Provider, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them.

SUBCONTRACTORS - If Service Provider subcontracts any or all of the services to be performed under this Agreement, Service Provider shall require, at the discretion of the City Risk Manager or designee, subcontractor(s) to enter into a separate side agreement with the City to provide required indemnification and insurance protection. Any required side agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by City Risk Manager or designee. If no side agreement is required, Service Provider shall require and verify that subcontractors maintain insurance meeting all the requirements stated herein and Service Provider shall ensure that City, its officers, officials, employees, agents, and volunteers are additional insureds. The subcontractors' certificates and endorsements shall be on file with Service Provider, and City, prior to commencement of any work by the subcontractor.

VERIFICATION OF COVERAGE
Service Provider shall furnish City with all certificate(s) and applicable endorsements effecting coverage required hereunder. All certificates and applicable endorsements are to be received and approved by the City’s Risk Manager or designee prior to City’s execution of the Agreement and before work commences. All non-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker.

DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4

EXHIBIT C

DISCLOSURE OF CONFLICT OF INTEREST
YES* NO
1 Are you currently in litigation wi th the City of Fresno or any of its agents?
2 Do you represent any firm, or ganization, or person who is in litigation with the City of Fresno?
3 Do you currently represent or perform work for any clients who do business with the City of Fresno?
4 Are you or any of your principals, managers, or professionals, owners or investors in a business which does business with the City of Fresno, or in a business which is in litigation with the City of Fresno?
5 Are you or any of your principals, managers, or professionals, related by blood or marriage to any City of Fresno employee who has any significant role in the subject matter of this service?
6 Do you or any of your subcontra ctors have, or expect to have, any interest, direct or indire ct, in any other contract in connection with this Project?
* If the answer to any question is yes, please explain in full below.

Explanation:

Signature
Date
Name
Company
Address
Additional page(s) attached.

City, State, Zip
Deborah Mills
Trapeze Software Group, Inc.
5265 Rockwell Drive NE

Cedar Rapids, IA 52402
25 - Feb - 2022
DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4 EXHIBIT D:

FEDERAL CONDITIONS

FOR PROFESSIONAL SERVICES
GREATER THAN $250,000
This contract/purchase agreement is subject to a financial assistance contract between the City of Fresno and the Fe deral Transit Administration, which requires that this contract/agreement contain the following clauses:

NO GOVERNMENT OBLIGATION TO THIRD PARTIES
(1) The City and contractor/vendor ack nowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal G
overnment is not a party to this contract and shall not be subject to any obligations or liabilities to the purchaser, contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The contractor agrees to include the ab ove clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.

PROGRAM FRAUD AND FALSE OR FRA UDULENT STATEMENTS OR RELATED ACTS
(1) The contractor acknowledges that t he provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. 3801 et seq. and U.S. DOT regulations, “Program Fraud Civil Remedies, “49 CFR Part 31, apply to its acti ons pertaining to this
Project. Upon execution of the underlying contract, the contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulen t claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the c ontractor to the extent the Federal Government deems appropriate.
(2) The contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, s ubmission, or certification to the Federal Government under a contract c onnected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. 5307, the Government reserves the right to impose the penalties of 18 U.S.C. 1001 and 49 U.S.C. § 5323(l) on t he contractor, to the extent the Federal Government deems appropriate.

DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4 (3) The contractor agrees to include th e above two clauses in each subcontract financed in whole or in part with Federal as
sistance provided by FTA. It is further agreed
that the clauses shall not be modified, except to identify the subcontract or who will be subject to the provisions.

ACCESS TO RECORDS AND REPORTS
(1) Record Retention. The Contractor will retain, and will require its subcontractors of all tiers to retain, complete and r eadily accessible records related in whole or in part to the contract, including, but not limited to, data, documents, reports, statistics, sub- agreements, leases, subcontra cts, arrangements, other th ird party agreements of any type, and supporting materials related to those records. (2) Retention Period. The Contractor agrees to comply with the record retention requirements in accordance with 2 C.F.R. § 200.333. The Contractor shall maintain all books, records, accounts and reports required under this Contract for a period of at not less than three (3) years after the date of termination or expiration of this Contract, except in the event of litigation or settlem ent of claims arising from the performance of this Contract, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto. (3) Access to Records. The Contractor agrees to provide sufficient access to FTA and its contractors to inspect and audit records and information related to performance of this contract as reasonably may be required.
(4) Access to the Sites of Performance. The Contractor agrees to permit FTA and its contractors access to the si tes of performance under this contract as reasonably may be required.

FEDERAL CHANGES
(1) Contractor shall at all times comply with all applicable FTA regulations, policies, procedures
and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract.

TERMINATION
(1) Termination for C
onvenience: The City of Fresno may terminate this contract, in whole or in part, at any time by written notic e to the contractor. T he contractor shall be paid its costs, including contract close out costs, and profit on work performed up to the time of termination. The contractor shall promptly submit its termination claim to be paid by contractor. If the contra ctor has any property in its possession belonging to the City of Fresno, the contract or will account for the same, and dis pose of it in the manner the City of Fresno directs.

DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4 (2) Termination for Default: If the contract or does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the contractor fails to perform in the manner called for in the contract or if the contractor fails to comply with any other provisions of the c ontract, the City of Fresno may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which t he contractor is in def ault. The contractor will only be paid the contract price for su pplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. (3) If it is later determined by the City of Fresno that the cont ractor had an excusable reason for not performing, such as a strike, fi re, or flood, events which are not the fault of, or are beyond the control of the contractor , the City of Fresno, after setting up a new delivery or performance schedule, may allow the contractor to continue work, or treat the termination as a termination for convenience.

CIVIL RIGHTS
The City is an Equal Opportunity Employer. As such, the City agrees to comply with all applicable Federal civ
il rights laws and implementing regulations. Apart from inconsistent requirements imposed by Federal laws or regul ations, the City agrees to comply with the requirements of 49 U.S.C. § 5323(h) (3) by not using any Federal assistance awarded by FTA to support procurements using exclusionary or discriminatory specifications.

Under this Agreement, the Contractor sha ll at all times comply with the following requirements and shall include these requirement s in each subcontract entered into as part thereof.
(1) Nondiscrimination – In accordance with Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, national origin, sex, disability, or age. In addition, the Contractor agrees to comply with applicable F ederal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity – Th e following equal employment opportunity requirements apply to the underlying contract:
(a) Race, Color, Creed, National Origin, Sex . In accordance with Title VII of the Civil Rights
Act, as amended, 42 U.S.C. § 2000e et seq., and Feder al transit laws at 49 U.S.C. § 5332, the C ontractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F. R. chapter 60, and Ex ecutive Order No. 11246, "Equal Employment Opportunity in Federal Employment," September 24, 1965, 42 U.S.C. § 2000e note, as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e note. The Contractor agrees to take affirmative action to ensur e that applicants are employed, and that employees are treated during employment, without regard to their race, color, DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4 religion, national origin, or sex (including sexual orientation and gender identity).

Such action shall include, but not be limited to, the follo wing: employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, t he Contractor agrees to comply with any implementing requirements FTA may issue.
(b) Age - In accordance with t he Age Discrimination in Em ployment Act, 29 U.S.C. §§ 621-634, U.S. Equal Em ployment Opportunity Commission (U.S. EEOC) regulations, “Age Discrimination in Employment Act,” 29 C.F.R. part 1625, the Age Discrimination Act of 1975, as amended, 42 U. S.C. § 6101 et seq., U.S. Health and Human Services regulations , “Nondiscrimination on the Ba sis of Age in Programs or Activities Receiving Federal Financia l Assistance,” 45 C.F.R. part 90, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any impl ementing requirements FTA may issue.
(c) Disabilities - In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Americans with Disab ilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq., the Architectura l Barriers Act of 1968, as amended, 42 U.S.C. §4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.
(3) The contractor also agrees to includ e these requirements in each subcontract financed whole or in part with Federal assi stance provided by FTA, modified only if necessary to identify the affected parties.

DISADVANTAGED BUSINESS ENTERPRISE (DBE)
The contractor, subrecipient or subcontractor shall not discriminate on the basis of race,
color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 C.F. R. part 26 in the award and administration of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may re sult in the termination of this contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to:
(1) Withholding monthly progress payments;
(2) Assessing sanctions;
(3) Liquidated damages; and/or
(4) Disqualifying the contractor from future bidding as non-responsible. 49 C.F.R. § DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4

26.13(b).

INCORPORATION OF FTA 4220.1F TERMS
(1) The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressl y set forth in the preceding contract provisions.

All contractual provisions requ ired by DOT, as set forth in FTA Circular 4220.1F, dated November 1, 2008, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA-mandated terms shall be deemed to control in the event of a conflict with other provisions contai ned in this Agreement. The contractor shall not perform any act, fail to perform any act, or refuse to comply with any City of Fresno request, which would cause the City of Fresno to be in violation of the FTA terms and conditions.
(2) Flow Down – The incorporation of FTA terms has unlimited flow down.

SUSPENSION AND DEBARMENT
The Contractor shall comply and facilitate compliance with U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 C.F.R. part 1200, which adopts and supplements the U.S. Offi ce of Management and Budget (U.S. OMB) “Guidelines t o
Agencies on Government Wide Debarment and Suspension (Nonprocurement),” 2 C.F.R. part 180. These provisions apply to each contract at any tier of $25,000 or more, and to each contract at any tier for a federally required audit (irrespective of the contract amount), and to each contract at any tier t hat must be approved by an FTA official irrespective of the contract amount. As such, the Contractor shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally funded contract and are not presently declared by any Federal department or agency to be:
a) Debarred from participation in any federally assisted Award; b) Suspended from participation in any federally assisted Award; c) Proposed for debarment from participation in any federally assisted Award; d) Declared ineligible to participate in any federally assisted Award; e) Voluntarily excluded from participation in any federally assisted Award; or f) Disqualified from participation in ay federally assisted Award.

By signing and submitting its bid or proposal, the bidder or proposer certifies as follows:

The certification in this clause is a materi al representation of fact relied upon by the CITY. If it is later determined by the CI TY that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies availabl e to the CITY, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. part 180, subpart C, as supplemented by 2 C.F.R. part 1200, while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such Note: Trapeze is a subsidiary of Constellation Software Inc. ("CSI").

CSI owns hundreds of subsidiaries that operate independently of one another all over the world. Unfortunately because of this, Trapeze is not able to answer or certify in respect to its hundreds of affiliates.

Therefore Trapeze has revised this certification and can only certify in respect of itself and its immediate parent company Trapeze Software ULC.

DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4 compliance in its lower tier covered transactions.

RESOLUTION OF DISPUTES, BREACHES, OR OTHER LITIGATION
(1) The validity of this Agreement and of any of its terms and provisions, as well as the rights and duties of the parties, shall be governed by the laws of the State of California.

In the event of litigation between the two parties, proper venue shall be laid in a court of competent jurisdiction in the County of Fresno, State of California. (2) Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of (Recipient)’s Maintenance Manager. This decision shall be final and conclusive unless with ten (10) days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the Maintenance Manager. In conne ction with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the Maintenanc e Manager shall be binding upon the contractor and the Contractor shall abide by the decision. (3) Pending final resolution of a dispute in hereunder, the Contra ctor shall proceed diligently with the performance of this Agr eement and in accordance with the City’s decision.

LOBBYING
The prospective participant certifies, by si gning and submitting this bid or proposal, to the best of his or her knowledge and belief, that:
(l) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Feder al grant, the making of any Federal loan, the entering into of any cooperative agr eement, and the extens ion, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.
(2) If any funds other than Federal appropr iated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or em ployee of Congress, or an employee of a Member of Congress in connec tion with this Federal contract, grant, loan, or cooperative agreem ent, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in accordance with its instructions.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into th is transaction imposed by Section 1352, Title 31, U.S. Code. Any per son who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4 (3) The prospective participant also agrees by submitting his or her bid or proposal tha t he or she shall require that the language of this certificati on be included in all lower tier subcontracts, which exceed $100,000 and that all such subrec ipients shall certify and disclose accordingly.

CLEAN AIR
(1) The Contractor agrees to comply with a ll applicable standards, orders or regulation s
issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Contractor agrees to report each violat ion to the Purchaser and understands and agrees that the Purchaser will, in turn, r eport each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whol e or in part with Federal assistance provided by FTA.

CLEAN WATER
(1) The Contractor agrees to comply with a ll applicable standards, orders or regulation s
issued pursuant to the Federal Water Pollu tion Control Act, as amended, 33 U.S.C. 1251 et seq. The Contractor agrees to r eport each violation to the Purchaser and understands and agrees that the Pu rchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whol e or in part with Federal assistance provided by FTA.

FLY AMERICA
Fly America Requirements:
(1) Definitions. As used in this claus
e- “International air transportation” means
transportation by air between a place in t he United States and a place outside the United States or between two places both of which are outside the United States. “United States” means the 50 States, the District of Columbia, and outlying areas. “U.S.- flag air carrier” means an air carrier holding a certificate under 49 U.S.C. Chapter 411. (2) When Federal funds are us ed to fund travel, Section 5 of the International Air Transportation Fair Competitiv e Practices Act of 1974 (49 U.S.C. 40118) (Fly America Act) requires contractors, recipients, and others use U.S. -flag air carriers for U.S.

Government-financed international air transportation of personnel (and their personal effects) or property, to the exte nt that service by those carri ers is available. It requires the Comptroller General of the United States, in the absence of satisfactory proof of the DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4 necessity for foreign-flag air transportation, to disallow expenditures from funds, appropriated or otherwise esta blished for the account of the United States, for international air transportation secured aboard a foreign-flag air carrier if a U.S.-flag air carrier is available to provide such services.
(3) If available, the contractor, in performing work under this contract, shall use U.S.-flag carriers for international air transportation of personnel (and their personal effects) or property.
(4) In the event that the cont ractor selects a carrier other than a U.S.-flag air carrier for international air transportation, the contra ctor shall include a st atement on vouchers involving such transportation essentially as follows:

Statement of Unavailability of U.S.-Flag Air Carriers
International air transportation of persons (and their personal effects) or property by U.S.-flag air carrier was not av ailable or it was necessary to use foreign-flag air carrier service for the following reasons. See FAR § 47.403.

Stated
Reason(s):________________________________________________________ ____________________________________________________________________ ____________________________________________________________________ (5) The contractor shall include the substance of this clause, including this p aragraph, in
each subcontract or purchase under this cont ract that may involve international air transportation.

ENERGY CONSERVATION
(1) The contractor agrees to comply wit h mandatory standards and policies relating to energy effi
ciency which are contained in t he state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

CONFORMANCE WITH ITS NATIONAL ARCHITECTURE
(1) Contractor shall conform, to the extent applica
ble, to the National Intelligent
Transportation Standards architecture as required by SAFETEA-LU Section 5307(c), 23 U.S.C. Section 512 and as amended by MAP-21 23 U.S.C. § 517(d), note and follow the provisions of FTA Notice, “FTA National Architecture Policy on Transit Projects,” 66 Fed. Reg.1455 et seq., January 8, 2001, and any other implementing directives FTA may issue at a later date, except to the extent FTA determines otherwise in writing.

DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4

ADA ACCESS
(1) In accordance with section 504 of the Rehabil itation Act of 1973, as amended, 29 U.S.C. § 794, the A
mericans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq., the Architectural Barriers Ac t of 1968, as amended, 42 U.S.C. §4151 et seq., and Federal transit law at 49 U.S.C. § 5332, th e Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

NOTICE OF LEGAL MATTERS AFFECTING THE FEDERAL GOVERNMENT (1) The Contractor agrees that if a current or prospective legal matter that may affect the Federal Government emerges, the Contractor shall promptly notify the City of the legal matter in accordance with 2 C.F.R. §§ 180.220 and 1200.220. (2) The types of legal matters that require notification include, but are not limited to, a major dispute, breach, default, litigation, or naming the Federal Government as a party to litigation or a legal disagreement in any forum for any reason. (3) The Contractor further agrees to include the above clause in eac h subcontract, at
every tier, financed in whole or in part with Federal assistance provided by the FTA.

SAFE OPERATION OF MOTOR VEHICLES
(1) Seat Belt Use - The Contractor is encouraged to adopt and promote on-the-job seat belt use polic
ies and programs for its empl oyees and other personnel that operate company-owned vehicles, company-rented vehi cles, or personally operated vehicles.

The terms “company-owned” and “company-leased” refer to vehicles owned or leased either by the Contractor or City.
(2) Distracted Driver - The Contractor agrees to adopt and enforce workplace safety policies to decrease crashes caused by distra cted drivers, including policies to ban text messaging while using an electronic device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle Contactor owns, leases, or rents, or a privately-owned vehicle when on official business in connection with the work performed under this agreement.

PROMPT PAYMENT
(1) The P
rime Contractor shall pay any Subcontractor for work that has been satisfactorily performed no later than thirty (30) days from th e date of the Prime Contractor’s receipt of each payment made by the City of Fresno. Additionally, within thirty (30) days of satisfactory completion of all work required of the Subcontractor, the Prime Contractor shall release any retainage payments withheld to the Subcontractor.

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FTA PROTEST NOTIFICATION
A protestant must exhaust all City of Fresno Procurem
ent
administrative procedures and remedies before pursuing a protest with the FTA.
(1) Any and all protests shall be in writ ing and shall be filed with the Purchasing Manager with the City of Fresno. A protest relating to the process for determining the most responsive and responsible contractor shall be filed within five (5) calendar days after the protestor knows or should have k nown the basis of the determination. The Contract Officer shall respond to a protest within fourteen (14) ca lendar days after the receipt of the protest. The Purchasing M anager may grant the Contract Officer an extension for the response if warranted. A request for reconsideration of any and all determinations by the Contract Officer shall be filed with the Purchasing Manager within seven (7) calendar days after the receipt of the determination. (2) A protest shall include:
(a) The name, address, and telephone number, in cluding FAX number if available, of the protestor;
(b) The signature of the protestor or authorized representative; (c) Identification of the contract/solicitation;
(d) A detailed statement of the legal and/or factual grounds of protest including copies and/or citations of relevant documents, and;
(e) The form of relief requested.
(3) If any of the above information is omitted or incomplete, then the Protestor shall be notified, in writing, within two (2) calendar days after that determination, and the Protestor shall have two (2) calendar days in which to remedy the specified problem. (4) The City will not make award prior to the resolution of a protest, or open bids prior to resolution of a protest filed before bi d opening unless the Purchasing Manager determines in writing that it is in the best interests of the City or in keeping with Item 7 of this procedure to do otherwise. Potential contractors will be advised of a pending protest if the protest is filed before award.
(5) The Purchasing Manager may allow for an informal conference on the merits of a protest with all interested parties allowed to a ttend. Interested parties include all bidding contractors, and may also include a subcont ractor or supplier provided they have a substantial economic interest in a portion of the IFB or RFP.

DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4 (6) The Purchasing Manager shall respond "in writing", in detail, to each substantial issue raised in the protest. The Purchasing Manager has the sole authority to make determinations for the City, and a determinati on shall be considered final when it is labe
led as such. A request for reconsideration will be allowed by the Purchasing Manager if he determines that data has become available that was not previously known, or that there has been an error of law or regulation. (7) The City may proceed with procurement when a protest is pending if the City determines that:
(a) The items to be procured are urgently required;
(b) Delivery or performance will be unduly delayed by failure to make the award promptly; or
(c) Failure to make award will otherwise cause undue harm to the grantee for the Federal Government.
(8) FTA will only entertain a protest that alleges:
(a) The City failed to have or to adhere to it s protest procedures, or failed to review a complaint or protest; or
(b) Violations of Federal law or regulation.
(9) A protest to FTA must be filed in a ccordance with FTA Circular 4220.1F, available from the Contract Officer. Specifically, prot estors shall file a protest with FTA Region 9 or FTA Headquarters Office no later than five (5) days after a final decision is rendered under the City's protest procedure. In instances where the protestor alleges that the City failed to make a final determination on the pr otest, protestors shall file a protest with FTA not later than five (5) calendar days afte r the protester knew or should have known of the grantee's failure to render a final determination on the protest.

A protest filed with FTA shall:
(a) Include the name and address of the protestor.
(b) Identify the grantee, project number, and the number of the contract solicitation. (c) Contain a statement of the grounds for protest and any supporting documentation. This should detail the alleged failure to have or adhere to protest procedures, failure to review a complaint or protest; or Violation of Federal law or regulation.

Include a copy of the local protest filed with the grantee and a copy of the grantee's decision, if any.

DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4

PROHIBITION ON CERTAIN TELECOMMUNICATI

ONS AND VIDEO

SURVEILLANCE SERVICES OR EQUIPMENT
The Contractor agrees to comply with 2 CFR 200.216 and Public Law 115-232, Section 889, and may not 1) procure or obt ain; 2) extend or renew a co ntract to procure; or 3) enter into a contract (or ex tend or renew a contract) to procure or obtain equipment, services, or systems that uses covered tele communications equipment or services as a substantial or essential component of any syst em, or as critical technology as part of any system for this federa lly funded agreement. As descri bed in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporatio n (or any subsidiary or affiliate of such entities).
a) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national s ecurity purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any
subsidiary or affiliate of such
entities).
b) Telecommunications or video surveillance services provided by such entities or using such equipment.
c) Telecommunications or video surveillance equipment or services produced or provided by an entity that
the Secretary of Defense, in consultation with the
Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Note: Trapeze is a subsidiary of Constellation Software Inc. ("CSI"). CSI owns hundreds of subsidiaries that operate independently of one another all over the world. Unfortunately because of this, Trapeze is not able to answer or certify in respect to its hundreds of affiliates. Therefore Trapeze is certifying for itself and its immediate parent company Trapeze Software ULC.

DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4 Exhibit E

NONLOBBYING CERTIFICATION

LOBBY RESTRICTIONS
Certification for Contracts, Grants, Loans, and Cooperative Agreements (To be submitted with each bid or offer exceeding $100,000) The undersigned [Contractor] certifies, to the best of his or her knowledge and belief, that:

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an empl oyee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

3. The undersigned shall r equire that the language of this cert ification be included in the award documents for all subawards at all tiers (incl uding subcontracts, subgrants, and contracts under grants, loans, and cooperative agr eements) and that all subrecipi ents shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
__________________________ Signature of Contractor's Authorized Official __________________________ Name and Title of Contractor's Authorized Official ___________________________ Date
Deborah Mills, VP Finance
25 - Feb - 2022
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EXHIBIT F

SOFTWARE LICENSE AGREEMENT
between City of Fresno
and TRAPEZE SOFTWARE GROUP, INC.

ADDITIONAL TRANSIT SOFTWARE LICENSES TO BE ADDED TO EXISTING LICENSED

TRANSPORTATION PASSENGER SOFTWARE SUITE

WHEREAS Contractor is the owner of the rights to certain software, including copyright, trademark, trade secret and other intellectual property rights; and WHEREAS City desires to purchase certain rights regarding the Software that will enable the City to use the Software under the terms and conditions specified under the granted license; and

WHEREAS the Software and associated services covered by this Exhibit are identified in Exhibit G, Statement of Work, and pricing for the Software and associated services are identified in Exhibit G, Statement of Work; and

NOW, THEREFORE, the parties agree as follows:

1. .Definitions

“Agreement” this Trapeze Software Licens e Agreement effectively made as of the date first written above, between Trapeze and the City, and the attached exhibits, all of which form an integral part of the Agreement;

“Confidential Information” all information obtained by the parties from each other under the Agreement, but does not include any information, which at the time of disclosure is generally known by the public.

“Documentation” user documentation and training materials pertaining to the Software as supplied by Trapeze;

“New Product” any update, new feature or major enhancement to the Software that Trapeze markets and licenses for additional fees separately from Upgrades;

“Software” the certain software as identified in Exhibit G of the Agreement;

“Trade Secrets” the Software, Documentation, and other related information (including all modifications of the Software developed for the City other than work for hire) disclosed to the City under this Trapeze Software License Agreement, including trade secrets and other confidential and proprietary information of Trapeze.

“Upgrades” generic enhancements to the Software that Trapeze generally makes available as part of its long-term software support program.

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2. License, Maintenance and Support Services In consideration of payments to be made by the City to Trapeze as set out below, Trapeze agrees to provide the following:

(a) Trapeze hereby grants to the City a personal, non-transferable, non-exclusive license to use a production copy of the object code version of the Software in the form supplied by Trapeze and on hardware approved by Trapeze as of the License Date referred to in Exhibit G, Statement of Work, (“License Date”), restricted to the places of business of the City, for the City’s own operations, with operational characteristics as described in Exhibit G.

(b) Trapeze hereby grants to the City a personal, non-transferable, non-exclusive license to use Documentation, but only as required to exercise the license granted herein.

(c) For any warranty period, and subsequently only as part of maintenance, Trapeze will maintain the Software so that it operates in conformity in all material respects with the descriptions and specifications for the Software set forth in the Documentation.

(d) For any warranty period, and subsequently only as part of maintenance, in the event that the City detects any errors or defects in the Software, Trapeze will provide reasonable support services as described in Exhibit A.

(e) For any warranty period, and subsequently only as part of maintenance, Trapeze will post website notices of available Upgrades of the Software, and copies of the release notes for download. Trapeze shall provide the City with Upgrades of the Software at no additional license fee charge.

(f) The City may make one back-up copy of the Software at each site. The City may use the production copy of the Software solely to process the City’s own data, and the software may not be used on a service bureau or similar basis to process data of others.

(g) The license to use the Software described in Exhibit G is granted to the City solely for the development of internal reports by the City and for the integrated operation of Trapeze software components.

(h) Other than the rights of use expressly conferred upon the City by this paragraph, the City shall have no further rights to use the Software or the Documentation, and shall not copy, reproduce, modify, adapt, reverse engineer, disassemble or translate them, without the express written authority of Trapeze. These obligations of confidentiality shall survive termination of the license granted herein.

(i) Support and maintenance services shall not include, and the City shall pay additional fees for, any and all consulting, implementation, modification, education and training related services.

3. Purchase Order, Payment and Maintenance Fee Upon execution of this Trapeze Software License Agreement, the City will issue a Purchase Order specifying the amount for the provision of Software licenses and services, as set out in Exhibit G and payable pursuant to the terms of Section 3 of the Services Agreement.

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4. Trade Secrets and Confidential Information The City acknowledges that any Trade Secrets or Confidential Information disclosed to the City pursuant to this Trapeze Software License Agreement are owned by Trapeze and include trade secrets and other confidential and proprietary information of Trapeze, and the City shall maintain in confidence and not disclose the same, directly or indirectly, to any third party without Trapeze’s prior written consent, except as required by law following prior notice to Trapeze.

5. Media and Publication The City shall not communicate with representatives of the general or technical press, radio, television or other communications media regarding the work under this Trapeze Software License Agreement without prior written consent of Trapeze, which shall not be unreasonably withheld. The City nor any of its personnel shall publish or reproduce or arrange press releases regarding Trapeze without the prior written consent of Trapeze upon such terms as may be agreed. Trapeze reserves the right to publish the results of the work done under this Trapeze Software License Agreement, provided the City consents in writing.

6. Remote Access Upon the City’s consent, the City shall provide Trapeze with the right of a remote connection to the City’s computer(s) on which the Software is installed, so as to enable Trapeze to monitor the operation of the Software.

8. Warranty, Acceptance Procedure and Indemnity Trapeze warrants the Software to operate in all material respects as specified in the Documentation for the period specified in Exhibit G. The sole remedy of the City for any breach of this warranty will be to require Trapeze to use reasonable efforts to correct, or replace at its own expense, any defects in the Software that are brought to Trapeze’s attention by the City.

Trapeze warrants that it holds title to all Software licensed and delivered pursuant to this Trapeze Software License Agreement. Trapeze further warrants that it has full power and authority to grant to the the City the rights set forth in this Trapeze Software License Agreement and that neither the performance of the services by Trapeze nor the use by the City of the Software, or any portion t hereof, will in any manner constitute an infringement or other violation of any ownership, claim, copyright, trade secret, trademark, patent, invention, proprietary information, nondisclosure, or other rights of any third party.

Acceptance Procedure: Acceptance Procedures for Software Licenses purchases hereunder shall be as set forth in Exhibit G, Statement of Work. If Exhibit G is silent on this issue, then, and only in that event, shall the following be deemed the Acceptance Procedure for the new Software Licenses. Upon completing the delivery, installation, and testing of the Software, Trapeze will notify The City in writing. The City will then have ten (10) business days in which to conduct acceptance tests in order to ensure that the Software operates in all material respects as specified in the Documentation. At the end of this period, The City will be deemed to accept the Software unless Trapeze receives prior written notice outlining the nature of the perceived defects in the Software.

Subsequent to that, when the City system is almost finished completing its next signup cycle in that year, the City shall notify Trapeze in order for a Trapeze person to be available for when the system completes the signup cycle and merges. The Software shall be assessed for any problems at this point, and if there are problems with the Software that cause the systems not to perform per the Documentation, the warranty period shall be extended by the amount of time it takes to fix these Software issues.

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Notwithstanding the above, the City will be deemed to accept the Software when the City puts the Software into operational and functional use. Without limiting the foregoing, the Software will be deemed to be in operational and functional use when the City first uses the Software to support its then current operations in any capacity. Upon the deemed acceptance of the Software in accordance with this paragraph, the City will provide Trapeze with a written acknowledgement to confirm such acceptance.

The foregoing warranty is in lieu of all other warranties or conditions, express or implied, including but not limited to any implied warranties or conditions of merchantability, merchantable quality and fitness for a particular purpose and those arising by statute or otherwise in law or from the course of dealing or usage of trade. But for the requirements of Exhibit G, Trapeze does not represent or warrant that this Software will meet all of the City’s particular requirements, that the operation of the Software will operate 100% error-free or uninterrupted and that all program errors in the Software can be found in order to be corrected.

A party’s entire liability and responsibilit y for any and all claims, damages, or losses arising from post-acceptance use of the Software by the City shall be absolutely limited to the amount paid for the Licenses in Exhibit G. Notwithstanding any provision contained herein, A party shall not be liable for any indirect, consequential, special, incidental or contingent damages or expenses, whether in contract, tort (including negligence) or otherwise, arising in any way out of this Trapeze Software License Agreement, the Software, or party’s performance or lack thereof under this Trapeze Software License Agreement, including without limiting the generality of the foregoing, loss of revenue, profit or use.

However, for intellectual property infringement, Trapeze will defend the City in respect of any claims brought against the City by a third party based on the claim that the Software infringes the intellectual property rights of that third party. Trapeze will pay any award rendered against the City by a court of competent jurisdiction in such action, provided that the City gives Trapeze prompt notice of the claim and Trapeze is permitted to have full control of any defense. If all or any part of the Software becomes, or in Trapeze’s opinion is likely to become, the subject of such a claim, Trapeze may either modify the Software to make it non-infringing or terminate this Trapeze Software License Agreement as it relates to the infringing portion of the Software. This is Trapeze’s entire liability concerning intellectual property infringement. Trapeze will not be liable for any infringement or claim based upon any modification of the Software developed by the City, or use of the Software in combination with software or other technology not supplied or approved in advance by Trapeze, or use of the Software contrary to this Trapeze Software License Agreement or the Documentation.

9. Exclusion of Liability Trapeze does not guarantee the privacy, security, authenticity or non- corruption of any information transmitted through the internet or any information stored in any system connected to the internet. Trapeze shall not be responsible for any claims, damages, costs or losses whatsoever arising out of or in any way related to the City’s connection to or use of the internet. Trapeze will not be liable to the City or any third party for any claims, expenses, damages, costs or losse s whatsoever arising out of or in any way related to:

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(i) The City’s use of map or geographical data, owned by the City or any third party, in conjunction with the Software or otherwise; or

(ii) The City’s use of the Software insofar as such Software may be used to store, transmit, display, disclose or otherwise use data or information which is considered private, confidential, proprietary or otherwise exempt from public disclosure under applicable law.

Trapeze will not be liable to the City or any third party for any claims, expenses, damages, costs or losses whatsoever arising out of changes in the City staffing.

10. Termination The license granted by this Trapeze Software License Agreement is a perpetual, non-exclusive license that shall commence upon the License Date. The maintenance terms shall continue for periods each of which shall be one (1) year in length from the expiry of the warranty period unless the maintenance fees are not paid when due or unless earlier terminated as provided herein:

a. Either party may terminate this Trapeze Software License Agreement for convenience with ninety (90) days written notice.

b. Either party has the right to terminate this Trapeze Software License Agreement if the other party breaches or is in default of any obligation hereunder, and if such default has not been cured within fifteen (15) days after receipt of notice of such default.

c. Either party has the right to terminate this Trapeze Software License Agreement by written notice if the other party becomes insolvent or bankrupt. Without limiting the foregoing the following shall be deemed to be the City defaults under this Trapeze Software License Agreement: The City fails to pay any amount when due hereunder; or the City becomes insolvent or any proceedings shall be commenced by or against the City under any bankruptcy, insolvency or similar laws. In the event that the license granted under this Trapeze Software License Agreement is terminated, the City shall forthwith return to Trapeze all copies of the Software, the Documentation and other materials provided to the City pursuant to this Trapeze Software License Agreement and will certify in writing to Trapeze that all copies or partial copies of the Software, the Documentation and such other materials have been returned to Trapeze or destroyed. The obligations of each party pertaining to Confidential Information and taxes shall survive the termination of this Trapeze Software License Agreement.

13. Audits Trapeze may perform audit(s) on the use of the Software and Documentation upon giving the City written notice of at least five (5) business days. The City agrees to make the necessary operational records, databases, equipment, employees and facilities available to Trapeze for the audit(s) provide no unreasonable interference with the City’s operations. The purpose of the audit will be to verify compliance with the terms and conditions of this Trapeze Software License Agreement.

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EXHIBIT G

STATEMENT OF WORK
Introduction
Fresno Area Express (“FAX”) is a current Trapeze Enterprise Asset Management (“EAM”) customer who is interested in implementing additional features of the Software. FAX currently utilizes EAM for fleet assets and would like to implement the following new modules:

Facilities Assets
MobileFocus Application
State of Good Repair and Capital Planning Module
Notifications Module (already owned)
Telematics Module
The purpose of this document is to provide FAX with a quote and scope of work for the implementation of the new EAM features. This document outlines the implementation services to be provided by Trapeze, as well as the support required from FAX staff and resources.

Trapeze Professional Services
Personnel
To ensure successful completion of this implementation, Trapeze will utilize the following professional services personnel:

Project Manager: The centralized point of contact for the project. The project manager is responsible for coordinating project schedules, deliverables and resources required to deliver the EAM services as defined in this statement of work.

Technical Product Specialist(s): The primary technical point(s) of contact supporting the design, installation, configuration, testing, implementation, training, and deployment of the Software.

Technical Leadership: Trapeze leverages delivery managers, technical team leads, and implementation leads in each functional area to ensure that technical oversight is provided throughout the lifecycle of the project and that all software products and customizations are being implemented with an overarching solution focus in mind.

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Trapeze Products
Baseline Products
The purpose of this document is to provide FAX with a quote and scope of work for the implementation following Trapeze EAM Software products:

Equipment Focus Module: Asset management capabilities to manage the following types of assets and components:

Stationary (Facilities) Assets
Notifications Module: Monitoring engine for triggering system alerts (emails, printouts) based upon system event activity.

Mobile Focus Application: Mobile asset, work and materials management applications for field worker and inventory warehouse data entry. Applications include work orders, service request/defect entry, asset condition assessment, test results, cycle counts, parts receipts, etc. The Mobile Focus Application supports ruggedized handheld or tablet form factors and works in a disconnected mode until network connectivity is regained.

State of Good Repair/Capital Planning Module: Support for FTA State of Good Repair (“SGR”) requirements, capital project scoping and screening, as well as asset condition taking and SGR score generation.

Telematics Module: Module for allows EAM to accept raw telematic data from external real-time monitoring systems and trigger maintenance action on those data (generating service request, work order, etc.). It enables EAM to interpret fault codes and SCADA data types that may come from systems like Zonar to filter out redundant service requests stemming from those workflows.

FAX will work in conjunction with Trapeze to implement the new EAM solutions. During the project implementation, Trapeze will focus efforts on minimizing any downtime to the daily service and ensure day-to- day operations will be unaffected. Following contract execution, Trapeze will provide project management and technical support services to complete the new EAM implementation. Trapeze will also provide support services for Software installation, configuration, training, and testing, as well as ongoing remote support for general EAM needs.

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Implementation Methodology Overview
The EAM solution will be deployed in six (6) key phases with key activities for each phase identified below:

Phase 1: Initiation
Project Kick-Off
Orientation
Environment Setup
Hardware Procurement for Mobile Focus
Software Installation
Installation Testing
Phase 2: Planning and Design
Business Process Assessment (BPA)
Current State Review
Future State Workshops
BPA Report
Design for Custom Development
System Setup Configuration Workshop
Software Demonstrations
Finalize Planning Documentation
Phase 3: Execution
Internal Acceptance Testing (IAT)
Software Configuration
Custom Development
Data Loading
Phase 4: Training
Training Preparation
Train-the-Trainer Training
End User Training
Phase 5: Testing
Testing Preparation
Site Acceptance Testing (SAT)
User Acceptance Testing (UAT)
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Phase 6: Deployment & Closure
Deployment Plan
Deployment Preparation
Deployment Support
Closure
Project Implementation Approach
Phase 1: Initiation
Trapeze Responsibilities
Conduct kick-off meeting
Conduct orientation session
Develop and maintain the project schedule
Install EAM Software in existing environments
Perform Installation Testing
FAX Responsibilities
Ensure all appropriate staff attend the kick-off and orientation Schedule the kick-off and orientation and provide meeting facility Assist with developing and maintaining the project schedule Deliverables
Delivery of kick-off meeting and orientation
Set-up, install and configure EAM Software in existing environments The Initiation phase defines the objectives for the project and provides an opportunity for the Trapeze project team to align with FAX regarding project requirements, approach, and timelines. With this understanding, Trapeze will be able to effectively assign the appropriate project team and execute against the project activities to ensure adherence to timelines and budget.

Key tasks associated with this phase include:

Conducting a project kick-off meeting
Conducting an EAM facilities orientation demo
Confirming Trapeze’s understanding of project goals and objectives Agreeing on project methodology and scope of services effort DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4

Identifying potential project risks and mitigation strategies Discussing and agreeing on a preliminary project plan, project schedule, and project resources required to execute against the plan
Reviewing roles and responsibilities for Trapeze and FAX resources Project Kick-Off Meeting
The objective of the project kick-off meeting is to introduce project stakeholders and review specification requirements, project scope, roles and responsibilities, key risks, and the preliminary project schedule.

The purpose of the project kick-off is to identify team roles, review project tasks and review the preliminary project schedule. After the meeting, Trapeze will revise the project tasks associated with the EAM implementation and will be responsible for updating and maintaining the project schedule (at the task level) as necessary. Trapeze will provide the revised schedule to the FAX project manager.

Project Kick-Off Meeting Trapeze will conduct a half (0.5) day remote project kick-off meeting Trapeze recommends FAX appoint a core project team with representatives from its respective facilities maintenance divisions as well as from materials management. This core group must have authority and charter to make appropriate decisions regarding the implementation of the EAM Software solution. The core group representatives should have complete knowledge and familiarity with their operations and objectives and will form the majority of the roll-out team later in the project. The project team will define their roles and responsibilities and establish project standards and controls.

FAX will appoint a project manager. The project manager will be the main point of contact for the Trapeze project manager. The project managers will work together when providing deliverable deadlines and scheduling meetings to consolidate their team’s calendars. FAX will also appoint a maintenance project lead and supporting personnel from the designated functional and operational areas. FAX’s project manager will lead the project team and will be responsible for its project resources. The maintenance leads will be responsible for approving the configuration and implementation of EAM and for facilitating decisions among the core maintenance groups.

Orientation
Following the kick-off meeting, Trapeze will conduct a one and a half (1.5) day remote project and product orientation for FAX’s core team specific for key functional areas of the EAM Software. Representatives from FAX are expected to attend. The orientation will occur at the beginning of the FAX project and will help provide an overview of EAM and its capabilities for the FAX core team. This orientation will take place remotely.

The orientation sessions will highlight the following key functional areas of the EAM Software:

Facilities Asset Registry
Work Management
Warranty Tracking and Management
Inventory Management
Management Reporting
State of Good Repair
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Orientation Trapeze will conduct a one and a half (1.5) day remote orientation Environment Setup
Hardware for MobileFocus Implementation
All mobile hardware procurement and software installation is the responsibility of FAX. Trapeze will configure up to two (2) ruggedized mobile tables, up to one (1) label printer, and up to one (1) barcode scanner. FAX will then be responsible for the configuration of any additional hardware that is purchased. Based on Trapeze’s current understanding of the requirements, Trapeze is recommending the following number of devices.

Ruggedized Mobile Tablet Barcode Scanner Zebra Printer
Used for
Managing mobile work
orders and service
requests
Mobile Inventory functions
such as Cycle Counts and
Issues/Returns
Printing labels for
storeroom items
Recommendation At least two (2) per
department
At least two (2) per
Storeroom
At least one (1) per
Storeroom

Trapeze will provide FAX with the recommended mobile hardware specifications at the project kick-off meeting.

Trapeze recommends FAX make its respective hardware purchases at least six (6) weeks prior to the start of testing per the project schedule to provide ample time for configuration.

Software Installation
Trapeze will install the Trapeze EAM Software to be used for this implementation into FAX’s existing environments.

The following modules have been included in the baseline implementation of EAM and will be installed accordingly during the FAX implementation:

Equipment Focus for Facilities Assets
Notifications Module
MobileFocus Software
State of Good Repair / Capital Planning Module
Installation Testing
Installation Testing is designed to ensure the Software is functioning properly within FAX’s environments, as well as with third party software, as necessary.

During Installation Testing, Trapeze will perform testing of key Software functionality and validate the Software is functioning properly in FAX’s test environment. During Installation Testing, Trapeze will validate the following:

Applications are connected to the appropriate database(s) General Software functionality is working as designed
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Phase 2: Planning and Design
Following the conclusion of the project kick-off meeting /orientation sessions, the Trapeze project team will conduct a detailed analysis of FAX’s operational processes, business rules, infrastructure, and integration points in order to reach a mutual understanding of the specifications and reach an agreement on the design intent for the facilities implementation.

Key tasks associated with the Planning and Design phase include:

Reviewing operational policies and procedures as they relate to FAX’s processes, including discussion of best practice recommendations
Discussing specific Software configuration items, required interfaces, and customizations Discussing existing infrastructure and how operations can be improved, as well as how the Software will fit into the existing infrastructure
Reviewing testing, training, and go-live transition strategies Trapeze Responsibilities
Conduct current state workshops
Conduct future state workshops
Map future state processes
Conduct BPA interviews; prepare and deliver preliminary BPA report; update and present final BPA report
Conduct system setup consulting workshops
Develop the Data Load Sequence Guide
Develop the System Design Options Guide
Configure modules in accordance with the Data Load Sequence Guide, the Design Options Guide, and support approved BPA workflows in EAM environments
Conduct software demonstrations
FAX Responsibilities
Participate in BPA meetings
Ensure FAX resources are available to meet the schedule for completion Provide documentation on business processes including maintenance practices, codes, and key reports Highlight critical processes related to the operation of all proposed software DocuSign Envelope ID: 2DD24731-751A-45E4-8D1A-F24631B4851B DocuSign Envelope ID: CC979BAC-B48F-4BC6-8F58-EAAEC54C0FE4

Review preliminary BPA and provide feedback
Support workshops and provide appropriate attendees
Provide definitions for all applicable Trapeze EAM data elements based on configuration options presented in the workshops
Provide facilities for meetings and workshops
Review setup and configuration options with additional stakeholders Provide necessary support during Trapeze’s configuration of the EAM environments Provide sample data for Trapeze to utilize during the software demonstrations Provide facilities for and participate in the software demonstrations Deliverables
Delivery of final consolidated BPA report
Complete system setup consulting workshops
Provide Data Load Sequence Guide
Provide System Design Options Guide
Configured Software in EAM environments
System demonstrations
Business Process Assessment (“BPA”)
Trapeze will leverage any documentation already available on FAX’s current processes and workflows to complete a Business Process Assessment report. The goal of the Trapeze BPA report will be to identify critical practices and procedures that can be improved using the EAM solution and to provide a more efficient transit maintenance operation. Trapeze will follow our standard BPA delivery process for the baseline EAM modules, which consists of:

Evaluating existing process documentation
Following up on interviews of key process owners, as required Creating preliminary documentation of business processes and mapping them to Trapeze’s Software Leading workshops to validate and refine preliminary business processes Leading software demonstrations to showcase the preliminary workflows in Trapeze’s solution Finalizing workflows in a BPA report

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The BPA report will include a high-level business process assessment of FAX’s maintenance activities to identify the critical practices and procedures that can be improved using Trapeze EAM. The BPA performed will be comprised of the following three (3) activities: Current State Analysis, Future State Workshops and Preparation of the BPA report.

Current State Analysis (“As-Is”)
Trapeze will first conduct “as-is” workshop sessions to assess the current FAX business practices in order to map them to the EAM system. Trapeze will provide questionnaires to FAX‘s core teams and identified subject matter experts. Trapeze will meet with stakeholders from each discipline to observe FAX’s existing operations and gain an understanding of current state operations, while identifying any redundancies and new workflow processes which would allow FAX to realize operational efficiencies. Trapeze will also evaluate any existing documentation describing asset and maintenance management work processes for each of the maintenance divisions.

As-Is Workshop One (1) resource remote up to five (5) days Future State Workshops (“To-Be”)
Trapeze will develop workflows to optimize each business process. Trapeze will lead a series of workshops with stakeholders to verify the feasibility of the new proposed workflows and use of Trapeze EAM.

To-Be Workshop One (1) resource remote up to five (5) days

During the workshops Trapeze resources and will cover the following functional areas as it relates to Facilities:

Facilities Maintenance Management: Asset acquisition/disposal, warranty administration, opening work orders, work assignment, labor hour tracking, and accounting for indirect time; reviewing work orders, requesting parts, and other shop activity functions such as preventative maintenance (“PM”) scheduling, PM programs, and the development of PM checklist items.

MobileFocus: Work order processing, service request/defect entry, asset condition assessment and test results.

Materials Management: Asset-related inventory management, charging out materials, creating purchase requests, handling parts warranties, dealing with serialized parts, and other inventory management functions.

State of Good Repair: Proposed rating methodologies and reporting requirements.

Business Process Assessment (“BPA”) Report
Following all BPA workshop meetings, Trapeze will document the process mapping and recommended future state processes in a preliminary BPA report and share the document with FAX. The BPA report will identify any gaps and recommended alternatives including any out-of-scope application enhancements or business process re-engineering. If desired, Trapeze will provide estimates to address these gap items; however, addressing any such gaps will be considered out of the scope of this engagement and therefore subject to a change order request.

Trapeze will perform the System Setup Configuration workshop (outlined below) and will demonstrate the BPA workflows in software demonstrations throughout the design process. Trapeze will update the BPA report and submit it to FAX for final review.

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System Setup Configuration (“SSC”) Workshop
Following the conclusion of the BPA workshops, Trapeze will lead a configuration workshop with the FAX team.

The goal of this workshop is for Trapeze and FAX to review specific Software configuration settings and agree upon standard coding schemes and business practices. Trapeze will support the core team and designated subject matter experts on the coding conventions as well as finalize the workflows defined in the BPA report.

SSC Workshop One (1) resource remote up to four (4) days Data elements required to be identified for each record type managed within Trapeze EAM may be unique to each department’s processes and asset classes. Examples of data elements include required fields for each screen and allowable values for classifications and record statuses presented to the end-user as selections from a drop-down list. New data elements identified during the workshops will be documented in a “Data Load Sequence Guide” which Trapeze will prepare.

The System Setup Configuration workshop will also function as a dialogue and exchange of information where FAX’s project team will plan the overall system configurations of EAM into operation under the guidance of Trapeze’s application experts. System configurations refer to system setting options that help determine whether a function is enabled or if the values that trigger functionality need to be enabled (e.g., minimum, or maximum values that trigger a function). System configurations will be documented in a “System Design Options Guide” which Trapeze will prepare. During the System Setup Configuration workshop, Trapeze will consult with FAX on the available system options in the following areas:

Asset and work management
Materials management
FAX will finalize the definition of all relevant EAM data elements and work processes after the conclusion of System Setup Configuration workshop. FAX will complete documentation of its definitions for all applicable EAM data elements thereafter.

Software Demonstrations
After refining the BPA information based on workshop discussions, Trapeze will showcase the future-state recommended workflows to FAX to demonstrate Trapeze’s EAM solution and gather final feedback.

Software Demonstrations One (1) resource remote up to four (4) days Trapeze will offer its recommendations to FAX in a demonstration format after the delivery of the preliminary BPA report. The demonstrations will allow Trapeze to showcase workflows using the test EAM installation to provide a visual representation of the workflows as documented in the BPA report. Trapeze staff will walk through the proposed workflows in Trapeze EAM with stakeholders from each functional group and/or the core team. Following completion of the preliminary BPA report, Trapeze will share the document with FAX to review and provide comments. FAX will have up to ten (10) business days to complete this review, after which the Trapeze project manager will coordinate a meeting with FAX’s project team to review the comments. Following this meeting, Trapeze will revise the preliminary BPA report to address the comments and feedback and will provide a finalized BPA report. Upon delivery of the finalized BPA report, FAX will have up to ten (10) business days to provide final approval.

Phase 3: Execution
During the Execution phase, Trapeze will implement the EAM solution as defined in the BPA report. FAX and Trapeze will work together to coordinate and complete the following tasks:

Internal Acceptance Testing (IAT)
Software Configuration
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Data Loading
Trapeze Responsibilities
Perform Internal Acceptance Testing to ensure data and configurations have been properly entered into EAM
Configure baseline EAM modules based on System Design Option Guide developed during System Setup Consulting
Develop and provide data loading templates
Support FAX with subject matter expertise and guidance during data gathering Conduct dataloader training
Load data into environments
Troubleshoot and resolve issues during the data load process Validate all data loads have completed successfully
Perform one (1) mock cutover data load for dynamic data FAX Responsibilities
Coordinate the collection of data elements and provide in the Trapeze provided data loading templates Provide technical staff for dataloader training
Ensure the data is consistent and cleansed to meet the appropriate data element type formats, and that all required fields have been provided
Assist in correcting data loading errors when errors are the result of missing or incorrect data Review and approve data loads
Ensure resources are available to meet the schedule for completion Deliverables
Data Load Templates
Dataloader training completed
Data successfully loaded in environments
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Internal Acceptance Testing
During IAT, Trapeze testing specialists will perform unit and regression testing to ensure completeness and accuracy of all standard features. These specialists will also update any automated regression test scripts to expand coverage as needed.

After unit and regression testing is completed, the Trapeze Technical Product Specialists will run a series of tests in a local testing environment to ensure that all Software is functioning properly against FAX’s specific data and configuration. This allows Trapeze to proactively determine any potential data-related issues and ensures that all standard setup and configuration tasks can be performed for FAX, as well as validates that all branded Software is functioning as expected.

Software Configuration
Trapeze will work with FAX to configure the baseline EAM modules necessary to support the business process workflows as agreed to in the BPA report. Trapeze will document the configurations in a “System Design Option Guide.” Upon completion of this transfer of information, FAX’s core team will be able to configure various EAM screens as they deem appropriate.

Data Loading
Based on the analysis of the current data elements during the BPA and System Setup Consulting activities, Trapeze will work with FAX’s maintenance divisions to review and optimize their current coding structures at the system wide and location levels for use with the EAM modules. The system-wide settings will need to be reviewed and agreed to by all divisions.

The objective of the data loading services will be to process extracted data from existing systems (if applicable) and map the data into EAM. FAX will provide a sample of the existing system data as soon as possible after project kick-off. Using this sample, the Trapeze team will consult with FAX to define a mapping of data into EAM. Trapeze will help FAX finalize the data mapping and identify the specific sources for each data element.

Trapeze will determine the necessary data required to make the system operational (e.g., assets, parts, vendors, employees, etc.) and then identify, in conjunction with FAX staff, what data will be available from current systems (if applicable), and what data FAX may have to develop. Once the data loading specifications will be completed, FAX will collect the data as required. Trapeze will work closely with FAX to populate EAM data load templates with approved data provided by FAX.

Trapeze will provide the following support throughout the data loading endeavor:

Data Loading Support One (1) resource to provide up to ten (10) days of remote support A Trapeze resource to support loading the following asset data for FAX:

Up to three thousand five hundred (3,500) stationary asset records Trapeze will provide data load templates and work closely with FAX staff to add data to the templates. Trapeze will load the data from these templates into the corresponding Trapeze EAM screens. Trapeze and subject matter experts from FAX will jointly resolve any errors that may occur as part of the loading process. FAX subject matter experts will then validate the accuracy of the data loaded by verifying the information on various Trapeze EAM screens.

Specific step-by-step data loading services provided by Trapeze have been included below:

1. Trapeze creates data loading templates in Microsoft Excel format to load data into Trapeze EAM.

2. Trapeze and FAX jointly map data elements from existing systems (if applicable) to the Trapeze Excel templates.

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3. FAX collects the data required and Trapeze and FAX jointly populate the data loading templates.

4. Trapeze loads the data into EAM using proprietary Trapeze data-loading tools.

5. Trapeze and members from FAX jointly review the data and resolve errors encountered during the loading process.

6. FAX provides final acceptance of the data loads.

7. Trapeze performs one (1) full mock data load for *dynamic data, in order to identify and inform FAX of any corrective actions required to properly convert the dynamic data. *Dynamic data refers to data elements that change after initial data loading, such as meter reads and last PM dates. These dynamic data elements will be updated prior to cut-over and verified in a mock data load.

Note: During the Planning and Design phase, FAX is responsible for providing a sample of all requested data that needs to be loaded during the Execution phase. This sample is to be used for the software demonstrations, and it will become the foundation for data mapping discussions during the Execution phase.

Mock Cutover Data Loading
Trapeze will perform up to one (1) mock data load in the test environment prior to the FAX go-live cutover. The data included in the mock cutover will include dynamic data, as static data elements would have already been loaded and validated prior to cutover preparation. Dynamic data is defined as:

Open work orders
Current inventory levels (inventory value on hand for parts master records) Current serialized inventory locations
Next PM due dates
Phase 4: Training
Trapeze Responsibilities
Develop Training Plan
Deliver Train-the-Trainer Training
Provide training materials in electronic format
FAX Responsibilities
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Trapeze Responsibilities
Ensure resources are available to meet the schedule for completion Ensure trainers are available to be trained
Provide training facilities with network connectivity and individual workstations for each participant per class
Reproduce training materials and provide printed copies for all class participants and instructor Deliver end user training
Manage training environment (user logins, permissions, etc.) Deliverables
Finalized Training Plan
Delivery of Train-the-Trainer Training
Training Plan
Trapeze will develop a Training Plan specifically tailored to ensure a successful implementation and operation of the new system. Trapeze will work with FAX to develop a formal Training Plan that will address, at a minimum, the following topics:

Training schedule
Training curricula, including a listing of each course and delivery method Course descriptions, intended audience, length of each course, and resources required Once FAX approves the Training Plan, Trapeze will begin scheduling and planning for the training. The training will cover work order functions, asset administration, report management and other common features and transactions. The topics and workflows included in the training will be those finalized by the FAX team during the software setup and follow-up tasks. Any deviations from the defined and agreed-upon workflows may cause delays and added costs to the training.

Training Requirements
In order to facilitate this remote training, FAX will need to provide a training facility that includes:

A networked computer for each trainee, connected to the Software Tablets for trainees
If the items above will not be available, Trapeze will work with FAX to identify alternative arrangements.

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Train-the-Trainer Training
Train-the-Trainer Delivery
Trapeze will deliver remote, role-based Train-the-Trainer training for the FAX maintenance divisions based on the approved Training Plan. Sessions will vary in length based on topic. Training will include courses intended for Subject Matter Experts (“SMEs”), as well as for Super Users and Application Support staff. FAX’s resources will be encouraged to participate in all training sessions related to their field, as discussed during the design meetings.

Train-The-Trainer One (1) resource remote up to eight (8) days.

All training sessions will be delivered remotely. Trapeze requires that all SMEs who will be tasked with training end users be involved in the prior implementation tasks and phases—specifically the design and configuration tasks—to ensure they are familiar with the EAM Software set-up and business rules. Each training session can accommodate up to twelve (12) SMEs per class. A prerequisite for each participant is basic skills in using Trapeze EAM as well as knowledge of the application and its use in their specific job functions or area of expertise. Trapeze will provide train-the-trainer training and assumes FAX’s trainers will perform all end user training.

The following table provides a high-level overview of the proposed training to be provided. Some training courses may be conducted in parallel.

Training Description Day(s) per
Class
# of Classes
Required
Total # of Day(s)
Required
Max # of Attendees
per Class
Supervisor Training 1.5 1.0 1.5 12
Technician Training 0.5 1.0 0.5 12
Asset Administrator 2.0 1.0 2.0 12
Warranty Administrator 0.5 1.0 0.5 12
Data Load Training 0.5 1.0 0.5 12
Notifications 0.25 1.0 0.25 12
MobileFocus 1.0 1.0 1.0 12
State of Good Repair 1.0 1.0 1.0 12
Capital Planning 1.0 1.0 1.0 12
End User Training
FAX will be responsible for its own end user training and any custom training materials. Additional end user training support can be made available per FAX’s request by using the Trapeze change order process.

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Phase 5: Testing
Trapeze Responsibilities
Develop test plan content
Develop test scripts
Perform Site Acceptance Testing and any associated remediation Provide completed Test Script results and Test Report
Support User Acceptance Testing
Set initial Issue Classification for items found in User Acceptance Testing FAX Responsibilities
Ensure resources are available to meet the schedule for completion Perform User Acceptance Testing
Participate in Issue Classification for items found in User Acceptance Testing Deliverables
Test Plan Finalized
Completed User Acceptance Testing
Participate in Issue Classification for items found in User Acceptance Testing Test Plan
Trapeze will prepare a test plan to ensure the system configuration meets the “To-Be” functional design outlined in the BPA report. The test plan will consist of various functional and data validation tests using standard EAM module test scripts. Trapeze will use sample FAX data (where possible) to demonstrate the EAM system features and to display the converted data in the test environment, according to the test plan, which will be executed according to the schedule in the project plan.

After Trapeze EAM staff executes the test scripts, FAX staff may use the same test scripts to execute their own acceptance testing. Trapeze will provide documented test results that include the test criteria as well as the outcome of each test.

Site Acceptance Testing (“SAT”)
After completion of all internal testing, software configuration, and data loading, Trapeze will remotely execute Site Acceptance Testing within the test environment to ensure that all EAM Software is working as designed and as documented in the BPA report. Trapeze will perform SAT and document the results. Failed tests will be documented, remediated, and retested until completed successfully.

SAT will include the following specific testing activities:

Unit Testing: Trapeze will initially perform unit testing to validate the individual functions of the EAM Software to ensure they are working as designed.

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System Testing: Following completion of unit testing, Trapeze will test all major business functions to ensure they are working as designed.

After the completion of SAT, Trapeze will provide the test results, as well as highlight any tests that failed during SAT.

User Acceptance Testing (“UAT”)
Training for User Acceptance Testing
Trapeze will provide FAX’s testers with remote training on the execution of UAT. This training will explore navigating the EAM Software and conducting testing as well as execution of UAT test scripts in the test plan so that FAX testers can then execute their User Acceptance Testing.

UAT Training One (1) resource remote up to one (1) day
User Acceptance Testing
Once all training sessions have been completed, FAX will begin User Acceptance Testing. UAT is the final activity of the Software testing process. During UAT, FAX end-users validate that the system supports the requirements and design specifications using test scenarios and use cases. UAT confirms that the system supports the full scope and addresses the project needs. This will involve FAX users utilizing the Software in the test environment by executing test scripts to ensure the system responds accurately to user inputs and that the features and functions of the Software work as specified and outlined in the BPA report.

FAX will have up to ten (10) business days in which to perform an initial comprehensive end-to-end round of User Acceptance Testing. This will encompass using the Software to ensure all its functions and features are working as expected and provide an opportunity for FAX’s users to familiarize themselves with the new software. All subsequent end-to-end rounds of User Acceptance Testing must be completed in no more than five (5) business days.

Trapeze will provide remote support during the UAT testing period.

Testing Defect Review Tracking and Resolution
During Acceptance Testing, FAX will document and prioritize any defects encountered throughout the testing period (if any exist). Following the completion of a round of testing, FAX will supply Trapeze with a complete list of all perceived defects, which Trapeze will assess for root cause and resolve where appropriate based on the severity levels defined below.

1. Critical – Defect causes failure of critical functionality or critical data and no workaround is available.

This can include but is not limited to:

System crashing
Non-recoverable conditions
Data loss or corruption
Security concerns leading to breach of information and/or misuse, or severely affecting system performance and/or functionality
Performance defects leading to unavailability or loss of functionality

2. Major – Defect partially impairs critical functionality. A workaround is available but difficult to execute.

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This can include but is not limited to:

System crashing or aborting during normal operation of a non-critical flow Missing functionality
Inconsistent logic or display of data
Slow responsiveness and underperformance of the system
Missing security or system patches, minor breach of information

3. Minor – Defect impairs non-critical functionality with a satisfactory workaround available.

This can include but is not limited to:

Minor usability issues such as inconsistent display
Tab/shortcut keys not working
Missing input validation
System recoverable errors
FAX will identify the priority of each defect and indicate the desired resolution sequence (1 = soonest resolution desired). Trapeze will make every effort to resolve defects of the same severity levels based on sequential order.

At the completion of each round of testing, Trapeze will work remotely to resolve all critical and major defects (if any exist). If an updated Software solution is required to resolve the defect(s), Trapeze will provide the updated Software encompassing all defect fixes. FAX will be asked to test and validate the Software to ensure all defects have been rectified. If further defects are identified, Trapeze will evaluate and work to resolve them, and FAX will be asked to execute another round of Acceptance Testing.

Once FAX confirms that all critical and major defects have been resolved, Acceptance Testing will be considered complete, and the Software deemed ready for production use. FAX will be required to sign off on the Acceptance Testing. All minor defects will be transitioned to the Trapeze maintenance and support program, who will provide new Software builds addressing post-deployment defects, as necessary.

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Phase 6: Deployment and Closure
Trapeze Responsibilities
Provide and Support the Deployment/Go-Live Plan
Migrate the Software into production environment
Lead and support EAM-related cutover activities, including scheduling, coordinating, and communicating progress related to cutover
Provide cutover, deployment, and post go-live support
Finalize and close all contract deliverables
Prepare for and lead a Trapeze Customer Care transition call FAX Responsibilities
Ensure resources are available to meet the schedule for completion Participate in cutover activities
Provide frontline SME support for end user questions
Escalate issues to Trapeze
Update the production system to ensure all records are up to date Ensure data correctness
Confirm connectivity, logins, etc.

Confirm finalization and closure of all contract deliverables Clear any outstanding project balance
Participate in Customer Care transition call
Deliverables
Deployment/Go-Live Plan Finalized
Cut over and deployment support
Trapeze Software operational and functional in production environment Before the deployment into the production environment can proceed, the following activities must be completed:

1. Trapeze-led Site Acceptance Testing

2. Trapeze-led Train-the-Trainer Training
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3. FAX-led User Acceptance Testing

4. FAX-led End User Training

5. No open Level 1 or 2 severity errors

6. One (1) successful mock cutover data conversion for FAX dynamic data Deployment Plan
Trapeze will provide a detailed Deployment Plan which describes the cutover preparation, cutover support, and go live activities and responsibilities. In addition, Trapeze will verify readiness to move data, configurations and new modules into production, load required dynamic data elements, and ensure permissions and access are in place. FAX will be responsible for scheduling, coordinating, and communicating cutover activities to ensure all prerequisites are met, all resources scheduled, and all parties are prepared.

Trapeze will share the Deployment Plan with FAX for review and to provide comments. FAX will have ten (10) business days to complete this review, after which the Trapeze Technical Product Specialists will participate in a remote final deployment plan meeting with FAX’s project team to discuss feedback, review comments, and finalize the content. Trapeze will make any final changes and will submit the final documentation to FAX. FAX will have five (5) business days to review the final documentation and provide sign off.

Deployment Preparation
To support the cutover for go-live, FAX will identify “super users” in the shop who will be tasked with answering any initial end user questions and implementing subsequent changes or alterations to documented procedures, as necessary. Trapeze recommends one (1) to two (2) individuals for this role.

Trapeze will stage and prepare the go-live cutover with assistance from FAX. This will include services to support and finalize dynamic data, site-test hardware and software for readiness, and review procedures with users. These services are typically performed up to one (1) week before go-live.

Deployment Support
The final stage of the project involves transitioning the Software to the production environment. This stage depends heavily on properly implemented controls and the adherence to appropriate milestones and measures during previous stages. Tasks include:

Preparing the production environment
Providing deployment support
Installing software into the production environment
Trapeze will provide cutover support prior to, during, and post go-live. FAX Subject Matter Experts are expected to provide first-level support for end users, including how to use the new system, answer questions regarding functions that may be unfamiliar and reinforce key functionality and training concepts.

To support the Software deployment in the production environment, Trapeze will provide:

Deployment Support One (1) resource remote for the first week – up to five (5) days - of support FAX can leverage the go-live support services to address any questions or support needs that may arise from using the Software to support live operations. The remote support will be planned and scheduled between FAX and Trapeze project managers.

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Post-Deployment Support
To support the Software deployment in the production environment, Trapeze will provide the following post- deployment support:

Post Go-Live Support One (1) remote resource to support the second week post deployment – up to five (5) days
Closure
After the completion of Final System Acceptance, all support will be transitioned to the Trapeze long-term maintenance program. All new support issues will need to be entered through the standard support channels, and FAX will receive full access to all maintenance support collateral and services pertaining to the newly implemented Software. A call between FAX and the Trapeze Customer Care team will be conducted, and all project documentation updated. Following the transition call, the project will be considered complete.

Project Contingency
A Time and Materials contingency budget has been created for additional training services which may arise outside of the scope of this implementation.

When the contingency budget is used, it will be first agreed to (in writing) by both Trapeze and FAX. The use of this contingency is at the discretion of the project managers.

Project Duration
This implementation is expected to be completed within seven (7) months from the completion of the project kick-off meeting. Following contract execution, a mobilization period of up to forty-five (45) days may be required to kick off the project and align all resources. Trapeze will work to minimize this mobilization period through proactive planning with FAX.

If the length of the project exceeds seven (7) months from the kick-off meeting, either due to FAX readiness or resourcing delays, a change order may be required to fund the extension.

Project Management
Trapeze will provide remote project management support for the entire duration of the project. The Trapeze project manager will be responsible for the successful planning, design, and execution of the project, including effective stakeholder communication, risk mitigation and meeting project milestones. The project manager will be the key point of contact for FAX for the duration of the project. Trapeze will also require FAX assign a project manager for this implementation. The two project managers will work together to ensure consistent dialogue is maintained through well-established communication channels.

A successful implementation requires effective and timely communication with all project stakeholders.

Trapeze expects the project managers will meet on a bi-weekly basis.

In addition to the responsibilities outlined above, Trapeze project managers will also provide the following key services:

Change Management: If any deliverable(s) will need to be changed mid-project, the project manager will identify the impact of the change and initiate necessary actions to ensure timelines and project costs will be adjusted.

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Milestone Sign-Offs: With each completed milestone, FAX will be asked to sign off on the milestone and confirm agreement with project moving forward.

FAX’s Resource Requirements
Outlined below are estimated resource allocations to support the implementation and effort defined in this statement of work.

Resource Resource Allocation Responsibilities
Project Manager 70-100% of their time
for the full duration of
the project
 Coordinate all resources from FAX
 Coordinate conference calls and meetings, as
required
 Coordinate training preparation
 Coordinate training session(s)
 Coordinate completion of Acceptance Testing
 Coordinate FAX activities
 Work with the Trapeze project manager to
identify risks, issues, and mitigations throughout
the project
 Coordinate Software deployment activities
Subject Matter
Experts
60% of their time
during Project Design

5% of their time during
Software Installation
and Configuration

100% of their time
during SME Training

75% of their time
during User Acceptance
Testing

100% of their time
during Deployment
 Considered part of the core project team that
consists of functional leads in their respective
areas of expertise, as well as other supporting
personnel from various departments
 Have a good working knowledge of how agency
processes are performed and understand the
reasons for the current processes
 Participate in the completion of the BPA
 Review and provide feedback on all
documentation submitted by Trapeze
 Respond to any questions from Trapeze when
additional information is required
 Participate in data mapping and provide all data
required to Trapeze
 Participate in training as necessary
 Execute User Acceptance Testing
 Execute End User Training
 Test final solution and participation in defect(s)
review meetings
 Assist in solution deployment, as required
Data Experts 100% of their time
during Data
Configuration/Loading
 Perform data extraction activities
 Convert codes from current systems into codes
approved for future-state processes
 Populate the EAM data loading templates with
clean data
 Validate data after loading is complete
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System
Administrators / IT
25% of their time
during Software
Installation, Testing,
and Deployment

100% during System
Administrator Training

 Assist with troubleshooting network or technical
issues
 Provide access to servers as necessary
throughout the project
 Participate in System Administrator training
 Maintain system security controls &
permissions, user accounts, etc.
 Assist with Software deployment activities
End Users/ Testers 50% of their time
during Testing
 Execute Acceptance Testing
 Record and report any Software defects
Project Budget
The following project budget includes all licenses and services required for this implementation as outlined in this statement of work.

Item Description Cost (USD)
1 Software Licenses $43,848
2 Implementation Services $293,563
3 Management Discount (50% for Telematics Module) ($3,132) Total Cost $334,279
Time & Materials Budget
Services for this work order will be provided on a time and material basis, where all services will be invoiced monthly in accordance with the following time and material billing rates. Expenses will be billed to FAX as incurred.

Resource  Hourly Off‐site Rate  Hourly On‐site Rate
Project Management  $231.25  $256.25
Technical Product Specialist  $218.75  $243.75
Any use of the time and material services will require agreement on the scope of services to be delivered. FAX will provide Trapeze with a request for support under this agreement with as much detail as possible on the need and type of assistance required. Trapeze will then provide FAX with an estimated level of effort by each type of resource required for the activities needed to accomplish the requested assistance, as well as a description of the scope to be delivered by Trapeze.

Both parties must agree upon the type of work, effort estimate, deliverables, and scope description in writing (email agreement will be sufficient) between two designated representatives from each party prior to beginning any work. Following agreement, Trapeze will work with FAX to plan and schedule the work to be completed.

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The budget below represents “Not-To-Exceed” (NTE) values for this work order, which will be utilized until the budget is exhausted or FAX provides written notice to Trapeze that support services are no longer required.

Item  Description  Estimated Number
of Remote Hours
Estimated Number
of On‐Site Hours  Cost (USD)
1  Project Management Services  26  0  $6,012.50
2  TPS Training Services  10  104  $27,537.50
3  Expenses      $8,000.00
Total  32  104  $41,550.00
Long Term Support
Item Description Cost (USD)
1 90-day Warranty Included
2 Year 1 Maintenance $8,770

Long Term Support Notes:

The 90-day Software warranty begins upon its installation into FAX’s test environment.

All subsequent maintenance renewal fees will be based on the operational characteristics of FAX at the time of renewal and subject to Trapeze’s then-current pricing.

Payment Milestones
The below payment milestones shall be followed throughout the implementation and will be invoiced on a per- Software module basis.

Milestone Description Acceptance Criteria % of Contract Value 1 Contract Signing Execution of Contractual Agreement 100% of Software Licenses
2 Project Kick-Off Completion of the project kick-off meeting 10% of Services 3 Future State Workshop Completion of the future state workshop 20% of Services 4 Business Process
Assessment – Preliminary
Delivery of preliminary Business Process
Assessment Report
10% of Services
5 Business Process
Assessment – Final
Delivery of final Business Process
Assessment Report
20% of Services
6 Training Completion of remote Training Session(s) 20% of Services 7 Acceptance Testing – Round
1 Completion of the initial ten (10) business
day Acceptance Testing period
10% of Services
8 Acceptance Testing - Final Resolution of cr itical and major defect(s) 10% of Services Project Assumptions
General Pricing Assumptions

1. This implementation is a fixed-fee engagement. If used, the Time and Materials Training Contingency will be billed separately on a monthly basis.

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2. Pricing does not include any applicable taxes or expenses associated with FAX and any of their resources assigned to the project.

3. This project is expected to be complete within no more than seven (7) months from the initial project kick-off meeting.

If the length of the project will exceed the proposed timeline due to FAX delays, a Project Change Request (PCR) will need to be issued and agreed upon by both parties to accommodate any additional support services required to support the increased project duration.

4. Licenses and maintenance are based on the following operational characteristics:
135 Revenue Bus Vehicles

5. Licenses and maintenance are included for:

EAM Equipment Focus for Facilities Assets
EAM MobileFocus Enterprise Application
EAM State of Good Repair/Capital Planning Module
EAM Telematics Module

6. The Software will be implemented “off-the-shelf” and will provide functionality as described in the software literature of the version being implemented.

7. The standard, out-of-the-box Software and solution delivery approach will be provided as described in Software literature of the Software being implemented.

8. All Software will take advantage of the existing Trapeze infrastructure, data sources and software, unless otherwise stated.

9. FAX is responsible for the purchase and installation of any required server and workstation hardware and software (servers shall be preconfigured to Trapeze’s specifications), if necessary.

10. Any services or requests not identified within this statement of work, including reviewing, or correcting data integrity issues, will be considered outside the scope of this engagement and will need to be addressed through a change order. Additional costs may apply based on the nature of the change.

11. Any integration with third party software will be the responsibility of FAX.

12. All products will be implemented in parallel.

If products are removed, individual pricing may change due to loss of project efficiency Additional services and costs associated with non-parallel implementations are subject to a Trapeze change order.

13. Trapeze will provide standard documentation and test scripts to FAX in support of the various activities outlined in this statement of work.

14. A FAX system administrator will be readily available for all configuration, installation, testing and deployment activities.

15. Trapeze staff will have sufficient access (including remote VPN login) to all necessary environments in order to perform project activities.

16. Trapeze staff will not collect data or be responsible for cleansing or modifying system data. FAX will be responsible to load any required data. Trapeze will consult, train and support FAX during this effort.

Historical data loading is out of scope. A quote for loading of historical data will be provided upon request.

17. Custom development services are not included.

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18. All services will be performed remotely. However, Trapeze has estimated/included expenses in the time & materials contingency budget for training.

19. Pricing is valid until April 30th, 2022.

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