CSA #9508 - 4th Modification — Santa Monica City Council, September 13, 2022

FOURTH MODIFICATION OF AGREEMENT NO. 9508 (CCS)
This Fourth Modification of Agreement Number 9508 (CCS) ("Fourth Modifica- tion"), entered into as of May 1l _ 2018, by and between the City of Santa Monica, a municipal corporation ("City"), and Trapeze Software Group ("Trapeze") is made with reference to the following:

RECITALS
A. On or about April 17, 2012, the City and Trapeze entered into Agreement Num- ber 9508 (CCS) for Fleet and Asset Management Software Trapeze EAM ("Origi- nal Agreement"). The Original Agreement provided the City with a perpetual, nonexclusive and nontransferable license to use the licensed products with five years of maintenance services.

B. On or about April 16, 2013, the City and Trapeze entered into a First Modification of Software License and Hardware Purchase Agreement Number 9508 (CCS) ("First Modifi- cation") for additional upgrades, hardware, and repair of the Trapeze Fuel Focus System.

C. On or about May 26, 2015, the City and Trapeze entered into a Second Modifica- tion of Software License and Hardware Purchase Agreement Number 9508 (CCS) ('Second Modification" to amend the scope of services and adjust the compensa- tion.

D. On or about December 14, 2017, the City and Trapeze entered into a Third Mod- ification of Agreement Number 9508 (CCS) ("Third Modification) which extend- ed the term of the maintenance and support services agreement. The Original Agreement, First Modification, Second Modification, and Third Modification may be referred to collectively herein as "the Agreement."
E. The City and Trapeze desire to modify the Agreement to include additional ser- vices to be performed by Trapeze in order to conduct a Business Process Review, assist with the creation of training plans, conduct training, and implement a State of Good Repair/Capital Planning (SGR/CP) module and to increase the contract price to pay for those additional services by an additional amount not to exceed $179,613.

TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Orig- inal Agreement as follows:

1. Scope of Work.

1.1. Additional Services. Trapeze will perform all of the additional services ("'Additional Services") described in Exhibit A-4, Statement of Work.

Trapeze will complete the Additional Services in accordance with Exhibit B-4, Budget.

2. Compensation. Section 2 of the Third Modification entitled "Compensation" shall be 1 August 2017

modified to include the following:

2.5. Compensation for Additional Services. The City will compensate Tra- peze for the Additional Services in an amount not to exceed $179.613, as set forth in Exhibit B-4, Budget and Payment Milestone. Milestone payments shall be made to Trapeze based on the agreed upon schedule as set forth in Exhibit B-4, Budget and Payment Milestones.

2.6 Total Amount Not To Exceed. The City will compensate Trapeze for the Additional Services pursuant to the Original Agreement, the First Modification, Second Modification, Third Modification, and this Fourth Modification in an amount not to exceed $1,295,370.

5. Exhibit A-4 and Exhibit B-4 are attached hereto incorporated herein by this refer- ence.

6. Except as expressly modified by this Fourth Modification, all other terms and con- ditions of the Original Agreement shall be and remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Fourth Modification as of the date and year first written above.

CITY OF SANTA MONICA,
ATTEST: a municipal corporation
Denise Analesson Warsen By. Lich be

DENISE ANDERSON-WARREN RICK COLE
Oly Ciry Clerk City Manager
APPROVED AS TO FORM:

LANE DILG
City Attorney
Trapeze Corporation
By:

Name: Steve Sauger
Title: C.O.0.
2 August 2017

Trapeze"
The City of Santa Monica Big Blue Bus (Santa Monica, CA) Here for the journey Enterprise Asset Management
Business Process Review and Implementation Support
Exhibit 1: Statement of Work

SOLUTION OVERVIEW
To build upon the existing investment and relationship that the City of Santa Monica Big Blue Bus (BBB) has made with Trapeze technologies, the following proposal details the effort required to plan, review, and complete a system upgrade to the latest EAM release of Version 17. This will allow Trapeze to complete a Business Process Review (BPR) for the Trapeze Enterprise Asset Management (EAM) Software using the latest version, thereby ensuring that the EAM Software will provide maximum benefit and efficiency improvements for BBB (Phase 1).

The second phase of this proposal includes additional details to support the implementation of EAM workflow improvements and Software configurations designed to improve efficiency for BBB's maintenance and inventory management systems. This phase will also include services to assist BBB with creating EAM training plans and providing EAM Subject Matter Expert training in new functions and features available in V17.

The final phase (Phase III) of this project will be the implementation of Trapeze's State of Good Repair and Capital Planning (SGR/CP) EAM module. With the final ruling of Transit Asset Management Guidelines, over the past three years Trapeze has expanded the State of Good Repair functionality within the EAM system. These Software improvements, along with documented policies/procedures, will help BBB comply with its development of their TAM plan by the October 2018 deadline. Note that the SGR/CP needs will be covered in the Phase 1 Business Process Review.

HISTORY
EAM was implemented using Version 12.1 in March of 2013, and BBB is currently using Trapeze EAM Version 14. The department implemented the workorder management, preventativé maintenance; inventory management, fuel management, and labor management modules following best industry practices in 2013.

Trapeze consultants conducted an assessment of the system in 2015 and found that the original implementation allowed the BBB maintenance department to successfully manage work—thereby meeting the expectations of the system requirements at the time. However, the review did determine that there were some shortcomings to the system in relation to asset management, warranty, and reporting functions.

In early 2017, a review of the current system was conducted within a training class and many features were identified in V14 that had not been implemented. Additional improvements that were deemed as being beneficial to BBB were also identified in EAM V17, and the conclusion was reached that BBB would be able to improve the overall efficiency of the department by leveraging a system upgrade to that version (see Exhibit 5).

During this review, adequate documentation of BBB's agreed upon procedures / configuration was not available, nor was documentation adequate in the area of training manuals. The review also determined November 2017 Commercial Confidential — Not to be Disclosed Page 1 Trapeze™
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there was a lack of reconciling and reporting functionality based on BBB's current system usage. In order to ensure these items are appropriately addressed, Trapeze will build upon this information during the Business Process Reviews to help BBB establish and implement industry best practice processes, procedures, workflows, and configurations. This will allow BBB to become a leader in asset management practices, and improve operational efficiency by leveraging Trapeze EAM to help prioritize asset risks, forecast and predict asset replacement, and save operating expenses.

TIMEFRAME
Trapeze anticipates the first phase of the project (plan, review, and complete Business Process Review) can be completed in ten (10) weeks, the second phase (EAM improvements) can be completed in ten (10) weeks, and the third phase (SGR/CP implementation) can be completed in four (4) to six (6) months.

The project is expected to progress based on the following high-level schedule, where UAT issues are assumed to be configuration and/or workflow related and not require development support.

Phase 1: Planning and Business Process Review
Week 2 4 5
Contract
Offsite
Execution, Prepare for Trapeze BPR
Project Onsite BPR Onsite BPR
Mobilization, BPR Write-Up
Kickoff
and NTP
Week 6 7 8 9 10
Trapeze BPR BBB Review Trapeze BPR BBB Review BBB Sign Off Write-Up of Draft BPR Updates of Final BPR of BPR
Phase 2: EAM Implementation Support
Week 11 12 13 14 15
On-site On-site System
Configuration On-site User Testing
Configuration Admin and
Write-up SME Training (1" Iteration)
Support SME Training
Week 16 17 18 19 20
Deployment
UAT Issue UAT Issue User Testing UAT Issue
and Post Go-
Resolution Resolution (2nd Iteration) Resolution
live Support
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Trapeze
The City of Santa Monica Big Blue Bus (Santa Monica, CA) Here for the journey Enterprise Asset Management
Business Process Review and Implementation Support
Phase 3: SGR/CP Implementation
Month 1 4 5 6
Finalize Development, Dataloading Deployment
Onsite
Dataloading and and User Testing and Project
Requirements Training
Configuration Configuration Closure

FIXED FEE PROJECT BUDGET/
The pricing table below describes the fees associated with the scope described in this statement of work.

Should Big Blue Bus wish to exercise additional services beyond the effort and scope described in this document, they will be addressed through the change order process.

PROJECT MANAGEMENT
Project Management Services
Trapeze will provide off-site project management support for the duration of the project. The Trapeze project manager will be responsible for ensuring that project requirements are communicated and understood and milestones are met. The Project Manager will be the key point of contact for Big Blue Bus during the project.

Additionally, Trapeze will designate a Project Executive who is responsible for ensuring the project is well governed and meets the objectives.

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Trapeze requires that Big Blue Bus also assign a Project Manager. The two project managers will work together to ensure that regular dialogue is maintained through established channels and project governance. The Project Manager for Big Blue Bus will be their Senior Transit Administrative Analyst (TBD).

Trapeze Project Managers provide the following key services:
- Scope Management. The project management team is the link between Big Blue Bus's requirements, the contract, the product specifications and the project's scope of work. The project manager is critical to defining and documenting the tasks and deliverables necessary to complete the project. The project •manager ensures that the project's resources remain focused on the project objectives. - Change Orders. Another project control mechanism, change orders are a primary tool for ensuring that the project tasks remain focused on the overall objectives. Change orders are utilized when both Trapeze and Big Blue Bus agree to make modifications to project scope in keeping with the overall objectives of this project as stated in this statement of work. Change orders deemed by Big Blue Bus and Trapeze to be beyond the scope of this project as described herein will be scheduled for post- implementation by customer care or as a separate project. - Schedule Management. One of the critical functions of the project management team is to manage the master project schedule. This detailed work plan outlines all of the activities that are required in order to deliver the project scope within time constraints. The project management team will provide regular updates to the work plan, and escalate major issues and risks that impact the project schedule for mitigation planning and timeline recovery.
- Communication Management. The project management team is essential to the effective flow of information throughout the project. As the accumulator, archiver and librarian of the project records, the project manager and executive are also responsible for ensuring that information is distributed to the appropriate individuals in a timely manner. Issue lists, progress reporting, scheduled teleconferences, custom report specifications and contract administration are all examples of communication management.
- Resource Management. The project manager ensures that the most appropriate Trapeze resources are allocated to the project at the correct time. The Trapeze project manager also specifies the types of project resources are required from Big Blue Bus and when they are needed and works with the BBB project manager to plan availability of BBB resources. Moreover, the Trapeze project manager acts as the interface to the product development department when customized reports, interfaces or functionality is needed. The BBB project manager acts as an interface to BBB and City of Santa Monica resources as needed.

Project Management Office Tools
Trapeze project managers employ the following tools to support the successful implementation of projects:
- Project Work Plan. The project tasks, deliverables, and dependencies are defined according to the contract documentation, the business requirements review and the project's resource constraints. All November 2017 Commercial Confidential - Not to be Disclosed Page 4 Trapeze
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major tasks, deliverables and milestones are itemized and scheduled in Microsoft Project document to be delivered after kick-off and kept current weekly.
- Milestone Sign-Offs. As each milestone is achieved, Big Blue Bus will be asked to sign-off the milestone, confirming that the deliverables associated with the milestone was completed. Milestones are used as a control point in reporting project progress to the management of both organizations.

Meeting Minutes and Action Logs. The Trapeze project manager will use the meeting minutes to track the project issues, decisions, and resolutions. Meeting minutes are a clear and concise way of coordinating the work of both Big Blue Bus and Trapeze, especially as minutes prevent confusion and duplication of work. The minutes shall be published to the entire team based on the needs of Big Blue Bus. Action logs are also included in weekly status reporting, to define the key activities in the work plan that the team must focus on, and the required due date to keep the project schedule on track. - Risk Registers and Issue Log. Throughout the lifecycle of a project, a number of different risks to project constraints will present themselves. Resource risk, technology risk, and environmental risks all exist and will need to be managed to ensure successful project outcomes. Risks with a certainty of occurrence are issues, and must also need to be managed with a high priority. Risk registers and issue logs will be delivered on a regular basis so the project team can prioritize based on impacts to the project, and escalate if required to ensure appropriate mitigation plans are developed.

Communication Strategy and Communication Plan
Effective and timely communications with all project stakeholders is critical. Success will require regular and consistent messaging, keeping all stakeholders informed with relevant and up to date information.

Equally important for the project team will be the need for good quality feedback from stakeholders. Good communication is essential to the change process for the move toward the Trapeze solution across Big Blue Bus. The Communication Plan must ensure that all staff affected by changes receive timely and accurate information and have the opportunity, and are encouraged to provide their feedback and opinion.

The Communication Plan will identify the objectives and key messages; the audiences and their issues; and the media and timing plan for the detailed design phase and run up to go-live. Below is a typical communication plan used for frequent communication between the Trapeze and Big Blue Bus teams, although informal updates may be provided more frequently as necessary.

Item Participants/ Frequency Individual(s) Recipients
Facilitators Responsible
Status Meeting & Project Team Bi-Weekly Trapeze Project Big Blue Bus and Report Manager Trapeze Project Team
Project Plan Updates Project Team Bi-Weekly Trapeze and Big Blue Big Blue Bus and Bus Project Manager Trapeze Project Team
Open Issues Log Project Team Bi-Weekly Trapeze and Big Blue Big Blue Bus and Bus Project Managers Trapeze Project Team
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Item Participants/ Frequency Individual(s) Recipients
Facilitators Responsible
Risk Register Project Team Bi-Weekly Trapeze and Big Blue Big Blue Bus and Bus Project Managers Trapeze Project Team
Project Governance Project Team Monthly Trapeze and Big Blue Big Blue Bus and Bus Work Stream Trapeze Project Team
Leads

TRAPEZE PROJECT TEAM
Trapeze intends to assign the following resources to this project, and it will put forth best efforts to ensure consistency in future project phases. Trapeze may replace resource assignments if necessary, but all replacement resources will be of similar quality and experience levels as the aforementioned project resources and must be approved by Big Blue Bus before they occur.

Senior Project Manager - Mamoon Ali
Mamoon has over 10 years of experience in Support, Management, and Consultancy in IT projects. His background in software project management and implementation make him a highly valued resource within Trapeze's Professional Services team. Since starting at Trapeze in 2016, Mamoon has helped to successfully deliver on large scale software implementation projects at several large transit agencies, including TransLink in Vancouver, SEPTA in Philadelphia, and VTA in Santa Clara, CA.

EAM Subject Matter Expert - Jean Smith
Jean has over 20 years of experience as a transit professional and six years' experience working specifically as an implementation specialist for maintenance and asset management software. She possesses a strong knowledge of operations, asset management, inventory, and purchasing in the transit industry, and in her previous experience has worked directly with the Trapeze EAM product at the Ann Arbor Area Transportation Agency and at Monterey Salinas Transit.

EAM Technical Team Lead - Joel Black
Joel has over 30 years of experience in the maintenance management and transit industry, where his background experience as a fleet maintenance technician, service manager, and consultant in asset management Software have given Joel valuable knowledge about how to solve key maintenance problems for transit customers.

EAM Delivery Manager - Amie Cheng
Amie has three years of experience in managing the delivery of Trapeze EAM, where she has both acted as a project manager and as a delivery manager during this time. Amie also has an additional 20 years of experience in Software development, including 17 years where she worked as a consultant. During this November 2017 Commercial Confidential - Not to be Disclosed Page 6 Trapeze™ The City of Santa Monica Big Blue Bus (Santa Monica, CA) Here for the journey Enterprise Asset Management
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time, she was involved in many different aspects of the Software lifecycle, including the delivery, development, and project management of various Software solutions.

In her current role as the EAM Delivery Manager, Amie assists with the day-to-day management of all Technical Product Specialists for this product area and acts as an escalation point for any critical project issues.

EAM Product Director - Doug Stevenson
Doug has over 25 years of experience engineering and maintenance organizations, and has worked with Trapeze since 2015 in the role of the EAM Product Director. In his current role, Doug is responsible for the long term product development strategy of the EAM suite of products, as well as the team of developers responsible for supporting and growing the product. His previous experience includes working for companies such as IBM where he focused on managing the business and solution development of their asset management software, as well as managing several projects and a team of delivery resources.

Network and IT Subject Matter Expert - Robert Frederick Robert has more than 20 years of professional experience in network and infrastructure management including 11 years of hands-on technical experience deploying a variety of Trapeze complex projects in the transit industry. Rob is experienced in providing cost effective network solutions in a timely manner.

As a Network Engineer, Robert is responsible for implementing complete networking and IT systems to facilitate the installation of Trapeze solutions by providing technical direction for all phases of new and existing deployments.

EAM Industry Solutions Manager - Brett Koenig
Brett Koenig is the Industry Solutions Manager for the Trapeze Enterprise Asset Management (EAM) solution in use by over 80 public transit organizations in North America (including Chicago, Boston, Atlanta, Denver and Seattle). Brett has 18 years of experience implementing public transit and rail asset management systems. As the Solutions Manager for EAM, Brett advises customers on industry trends (e.g. State of Good Repair/MAP-21) and speaks at conferences about how a transit-focused EAM system can yield real-world efficiencies and measurable cost savings.

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PROJECT IMPLEMENTATION OVERVIEW
In order to achieve success for this project, Trapeze will work with Big Blue Bus to manage the implementation's progress through the following phases:

PROJECT IMPLEMENTATION PHASES
V17 System
Initiation and Business Process Phase 1 Implementation
Upgrade for Planning
Review Acceptance Support
EAM
Phase 3
Phase 2 Production Training and
Acceptance and Phase 3 SGR/CP
Acceptance Go-live Testing
Project Closure
Initiation and • The initiation and planning phase is a collaborative effort between Trapeze Planning and Big Blue Bus that documents the objectives and timelines of the project. • This phase begins upon the Notice to Proceed from Big Blue Bus. • During this phase, Trapeze and Big Blue Bus will work to define the scope and requirements of the project. Out-of-scope customizations or support needs may also be identified.
.• At the completion of this phase, any modifications to the scope of the project will be defined and approved, and the master project schedule will be completed.

Business • The Business Process Review phase is where Trapeze will present best Process practice, future state EAM workflows to Big Blue Bus Subject Matter Experts.

Review • The goal of the Business Process Review will be to obtain Big Blue Bus buy- in and agreement on changes to make regarding current workflows to align with industry best practices.
• The review will also cover the State of Good Repair module, where the information gained in these reviews will be leveraged during the Phase 3 implementation of SGR/CP.

Implementation • Trapeze will work with Big Blue Bus to implement the new future state Support workflows and new configurations, which will help Big Blue Bus to improve their current processes and improvement asset management efficiency. • Trapeze will also perform optional development of up to two (2) custom reports of medium complexity, which will be delivered during this phase if executed.

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Training This phase is where Trapeze technical resources will train Big Blue Bus technical resources on changes resulting from the new EAM workflows and configurations, as well as provide System Administrator Training.

Go-live The Go-live Support phase is where Trapeze will provide support to assist Support Big Blue Bus with updating their production environment to use the new workflows and configurations.

SGR/CP • This phase is where Trapeze will work with BBB to implement the State of Implementation Good Repair and Capital Planning module. • This will include assistance with loading assets to complete Asset Inventory, establishing condition ratings, and deploying the asset performance assessment portal.

Final • Project completion, sign-off and closure as defined in Exhibit 4.

Acceptance

DETAILED PROJECT IMPLEMENTATION SERVICES
PHASE 1: PROJECT INITIATION AND PLANNING
The first phase of the project implementation will be the project initiation and planning phase, which begins after the formal execution of a contract agreement or work order and a Notice To Proceed (NTP) has been issued. During this phase, the Trapeze project team will organize a project kickoff meeting with Big Blue Bus stakeholders and the Trapeze project team. Key tasks associated with the initiation and planning phase include:
• Conduct project kick-off meeting
• Establish a project schedule
• Establish a meeting schedule
• Establish a project steering committee
• Big Blue Bus Members:

Senior Transit Administrative Analyst (TBD), Project Manager • Rolando Cruz, Chief Operations Officer
• Eric O'Connor, Chief Administrative Officer
• Colin Probert, Systems Analyst
Trapeze Members:
• Mamoon Ali, Project Manager
• Erik Lehmann, Director of Technical Delivery
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• Leanne Tribe, Director of Professional Services
• Sabah Lone, Customer Success Manager
• Review Big Blue Bus project support needs and proposed scope • Identify system and configuration requirements, as well as support, testing, training, and deployment strategies
• Setup project delivery templates (i.e. Issues List, Status Report format, Meeting Minutes, etc.) Implementation Plan
The overall collection of documents and strategies that are gathered as part of the Planning and Business Process Review phases will be presented to Big Blue Bus as the "Implementation Plan." Once complete this collection of documents will become the final work plan, and it will be leveraged to manage future project phases as defined based on the results of the Business Process Review.

The Implementation Plan will be used to determine project progress, identify variances, and ultimately coordinate the efforts of all individuals working on this project. It will include (but not be limited to) the following project artifacts:
• Project team details (including Governance and Work Stream leads) • Best practice workflow proposed changes
• Product configuration proposed changes
• Project schedule (MS Project Document)
• Business Process Review Findings and Recommendations document • Action Items List
• Training Agenda
• Risk Register
• Deployment Plan
Business Process Review
Overview
Trapeze will work with the Maintenance department to conduct a series of on-site meetings to review and present Big Blue Bus with recommendations for rolling stock (i.e. fleet) workflow changes to align with industry best practices. Trapeze will cover the standard EAM workflows, which will review the following high-level areas as identified by Big Blue Bus:

1. Asset Management (creating new, modifying, copying, inactivating, deleting)

2. Workorder Management (creating new, modifying, closing, keying in labor, entering comments, aging, closing, prioritizing, projects, etc.)
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3. Preventative Maintenance

4. Inventory Management / Materials (establishing, ordering, issuing, EOQ, etc.)

5. Fuel Management

6. Labor mgmt. / timekeeping (entering, approving, reconciling w Kronos)

7. Warranty

8. Reporting
The Business Process Review (BPR) will also provide an overview of the State of Good Repair and Capital Planning module, as well as information on the standard recommended workflows to support the implementation of that module.

In advance of these meetings, Big Blue Bus will be asked to collect relevant information and/or respond to surveys. It is expected that during the on-site BPRs Big Blue Bus will provide documentation on business processes and workflows, as well as highlight critical processes related to the operation of the Trapeze Software.

Some of the key outcomes resulting from the completion of the BPR:
• Trapeze to advise Big Blue Bus on changes in the Trapeze EAM Software to maximize system usage and efficiencies.
• Identification and documentation of key recommended changes regarding fleet and SGR/CP workflows.
• A clear understanding of the capabilities of Trapeze's SGR/CP module and how it allows Big Blue Bus to meet the FTA's MAP-21 requirements.
• Dialogue, discussion, and agreement on actions and recommendations to be implemented in future project engagements if they are outside the scope of this proposal.

Once the BPR agenda is finalized, the Trapeze team-consisting of Subject Matter Experts) for EAM-will travel on-site to perform the Business Process Review. For maximum impact, the Business Process Review will be scheduled at least two weeks in advance and will consider availability of all relevant Big Blue Bus leads and power-users as outlined in Exhibit 3. This review will consist of the following high-level tasks and durations:

Week 1
• One half (0.5) day to review the agenda and discuss general processes, questions, and pain points with Big Blue Bus staff.

Three and a half (3.5) days to present recommended future state workflows for fleet.

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• Week 2
• One (1) day to present recommended workflows for the State of Good Repair and Capital Planning module.

Three (3) days to review new features/functions and needs as they relate to EAM V17.

Following the on-site Business Process Review meetings, Trapeze will take the information as gathered and discussed while on-site and complete a "Findings and Recommendations" document to capture the key outcomes as noted above. This document will include the recommended future state workflows as Visio diagrams (see Exhibit 7 for an example) for Big Blue Bus to use as necessary during Phase 2 of the implementation.

Business Process Review Document - Feedback and Next Steps After the initial draft of the "Findings and Recommendations" document is completed, Trapeze will provide this report to Big Blue Bus to review. It is expected that Big Blue Bus will review within five (5) business days of receipt of the documents, after which Trapeze will reconvene with Big Blue Bus to discuss the findings and recommendations via a remote WebEx meeting.

Following the completion of the remote review, Trapeze will revise the document based on feedback from Big Blue Bus and provide a final version of the document to Big Blue Bus.

PHASE 2: EAM IMPLEMENTATION SUPPORT
Configuration Support
Once the Business Process Review is complete and the Finding and Recommendations document has been finalized, Trapeze will work with Big Blue Bus to provide up to four (4) days of on-site System Set-up Consulting to assist Big Blue Bus with the implementation of the new fleet workflows and any agreed upon configuration changes. As a deliverable for this support, Trapeze will also provide Big Blue Bus with an updated Design Options Guide, which will clearly document all configuration changes to the EAM Software.

Future Support Items
It is possible following the Business Process Review that additional recommendations may be made that fall outside the aforementioned implementation support items. These items will be considered to be outside the scope of this proposal, where Big Blue Bus can choose to implement any additional recommendations in future project engagements.

Training
Training will be provided to ensure that Big Blue Bus System Administrators and Subject Matter Experts (SME) are able to take full advantage of the new Trapeze V17 Software and that the users are appropriately equipped to use Trapeze EAM's asset management capabilities.

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Business Process Review and Implementation Support
For the purposes of this project implementation, Trapeze will provide up to two (2) days of on-site System Administrator training to the Big Blue Bus staff responsible for managing Trapeze EAM. This training will cover EAM application management best practices.

Trapeze will also provide up to eight (8) days of on-site Subject Matter Expert training to Big Blue Bus staff.

This training will cover any changes from current processes as a result of the introduction of new fleet workflows and/or any changes in EAM configurations, and it will also provide a refresher of key EAM functionality to cover any features identified as knowledge gaps during the BPR and for any new V17 features.

SME training will include a combination of hands-on training in the EAM Software and assistance with creating role-based training plans for Big Blue Bus EAM end users. This will ensure that Big Blue Bus SME's are able to successfully train new staff and that all critical features and functions are appropriately defined and documented by role (generally categorized as Mechanic, Supervisor, Preventative Maintenance, Warehouse, and System Admin).

Testing
In order to ensure the EAM workflows, configuration changes, and new V17 features and functioning and are working as expected, Big Blue Bus will be responsible for executing User Testing for Trapeze EAM.

This testing is expected to be performed on the test environment, and upon completion of testing and written agreement from Big Blue Bus that all functions are working as expected, these items will be deployed in Big Blue Bus's production EAM environment.

Big Blue Bus is expected to track all defects in a project issues log. When defects are reported, the Big Blue Bus Project Manager will enter the item into the issue log and assign a priority level. If, after evaluation, Trapeze disagrees with the initial priority level both parties must mutually agree on an acceptable prioritization. As defects are resolved, they are "closed" in the log.

Under the standard Trapeze methodology, all Critical and Major defects must be resolved and closed before deploying any changes in the production environment. Trapeze uses the following definitions for defect prioritization:

1. Critical - system cannot function or site is down (e.g. results in the failure of fundamental business process or in the shutdown of the system being tested)

2. Major - system is still functioning but is causing major inconveniences

3. Minor - system is still functioning but is causing minor or short term inconveniences Big Blue Bus will have five (5) days to complete an iteration of User Testing for the new workflows and configuration changes. At the completion of each UAT iteration, Big Blue Bus is responsible for providing Trapeze with a complete list of defects. Based on priority, the defects will be addressed accordingly.

The UAT phase is considered completed when all Critical and Major defects are resolved. Once this is completed and all requirements as indicated in the contract have been fulfilled, the system will be considered "production-ready."
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Go-Live Support
After all Phase 2 items and deliverables have been completed and Big Blue Bus has completed all User Testing, Trapeze will provide go-live support to Big Blue Bus to assist with deploying all changes into the production environment, along with completing the production upgrade to V17.

On the scheduled go-live evening, Big Blue Bus staff will take a full backup of the Production environment.

Trapeze will then upgrade the EAM Software and install the updated workflows and configurations on the production servers.

As a final check, Trapeze and Big Blue Bus Staff will commence with functional testing to ensure the upgraded products are ready for end users, and in the event any critical issues are encountered, the EAM Software and database will be rolled back to the current version.

Trapeze will also provide post go-live support for this project to ensure that the Trapeze EAM Software is working correctly and that any critical or major issues that arise from the deployment are quickly resolved.

Go-live support includes:
. Up to three (3) days of remote go-live support to assist with the production deployment and go-live preparations.
• Up to two (2) days of remote post go-live support to assist with resolving any issues following the deployment activities.

All go-live support will be planned and scheduled between the Big Blue Bus and Trapeze Project Managers.

PHASE 3 - STATE OF GOOD REPAIR AND CAPITAL PLANNING
After the completion of Phase 2, Trapeze will work with BBB to implement the EAM State of Good Repair and Capital Planning (SGR/CP) module. This implementation will be guided by the details as gathered in Phase 1, which will be augmented with additional discovery and support services as identified below to complete the full implementation.

Software Installation
Big Blue Bus already has the "base" EAM Software installed on their servers, and following the completion of Phase 2 both the test and production environments will be on V17 of EAM. To support. the implementation of SGR/CP, Trapeze resources will provide support services to enable the SGR/CP modules first in the test environment. Once all data loading, Software configuration, training, and testing is complete, SGR/CP will be enabled in the production environment and all settings will be migrated from the test environment and deployed in BBB's production environment.

Data Loading
Big Blue Bus currently has most of their rolling stock/fleet assets loaded into the EAM system. As such, this project assumes that only a handful of remaining data elements may need to be loaded to complete the SGR/CP asset inventory.

November 2017 Commercial Confidential - Not to be Disclosed Page 14 Trapeze The City of Santa Monica Big Blue Bus (Santa Monica, CA) Here for the journey Enterprise Asset Management
Business Process Review and Implementation Support
Note that it is expected that BBB resources will be responsible for performing any necessary data cleansing and data loading for the SGR/CP implementation. Trapeze will provide up to three (3) days of services to provide training on the data loading tool and oversight to BBB resources for data loading activities.

Asset Conditions and Criticality
During Phase 1, Trapeze will present best practice workflows as they relate to the SGR/CP module.

However, beyond workflows it is important for transit agencies to establish asset categories and condition ratings that meet the criteria outlined in the FTA's final rule on Transit Asset Management in regards to equipment, rolling stock, and facilities.

To support the creation and configuration of asset condition ratings, Trapeze will assist Big Blue Bus with setting up default asset condition ratings, which are based on standard asset age decay curves. BBB will also be trained on how to enter manual condition ratings as assets are reviewed by the maintenance department which will be automatically applied to assets as they are entered into EAM and will replace default condition values. All asset conditions will roll up into the SGR module and results can be viewed from the Asset Performance Assessment screen, which will allow BBB to easily review and report on the conditions of assets and asset classes.

Once condition scores are established, the SGR/CP module will factor in each asset's "safety criticality"- which is based on user-defined service mission priority settings (e.g. safety-critical, operation-critical, and non-critical). These variables, along with the expected life parameters by asset, can then be leveraged to help determine the timing for asset replacement.

Optional: Custom Report Development
As the SGR/CP module is a fairly new product offering from Trapeze, optional services have been provided to develop up to two (2) custom reports of medium complexity. This will ensure that BBB has the ability to report on any specific needs beyond the standard reports for SGR/CP.

Prior to developing these reports, Trapeze and Big Blue Bus will mutually agree on the report specifications and all development will be based on these specifications. Medium complexity reports are defined as follows:
• Have a single custom view
• Utilize a standard design (i.e. column and rows)
• Utilize formulas, advanced calculations, conditional calculations and/or formatting • Utilize summaries/running totals
• Have any number of filters or charts
Once the report development is completed, Trapeze will install each report in Big Blue Bus's test environment and assist with testing the reports to ensure they return results as detailed in each specifications document. These reports will then be installed in Big Blue Bus's production environment in November 2017 Commercial Confidential - Not to be Disclosed Page 15 Trapeze™ The City of Santa Monica Big Blue Bus (Santa Monica, CA) Here for the journey Enterprise Asset Management
Business Process Review and Implementation Support
tandem with the workflow and configuration changes Trapeze receives final agreement from Big Blue Bus that the reports are functioning as expected.

Training
To support the implementation of the SGR/CP module, Trapeze will provide up to four and a half (4.5) days of on-site Subject Matter Expert (SME) training on the end-to-end features, functions, and screens of this module. Similar to Phase 2, SME training will include a combination of hands-on training in the EAM Software and assistance with creating role-based training plans for Big Blue Bus EAM end users. This will ensure that Big Blue Bus SME's are able to successfully train new staff and that all critical features, functions, and processes as they relate to SGR/CP are appropriately defined and documented.

Testing
Trapeze will provide up to two (2) days of on-site support for User Acceptance Testing (UAT) to help BBB Subject Matter Experts begin the UAT period. This support will be provided concurrently with the training trip, and UAT will follow the same process as outlined in the Phase 2 Testing section.

Once UAT is complete and all Critical and Major defects are resolved, Trapeze will assist BBB with migrating all SGR/CP settings and configurations into the production environment Go-Live
On the scheduled go-live evening, Big Blue Bus staff will take a full backup of the Production environment.

Trapeze will then enable the SGR/CP Software and migrate all appropriate settings, configurations, and data to the production environment.

Trapeze will also provide post go-live support for this project to ensure that the SGR/CP Software is working correctly and that any critical or major defects that arise from the deployment are quickly resolved.

Go-live support includes:
• Up to two (2) days of remote go-live support to assist with the production deployment and go-live preparations.
• Up to one (1) day of remote post go-live support to assist with resolving any issues following the deployment activities.

All go-live support will be planned and scheduled between the Big Blue Bus and Trapeze Project Managers.

PROJECT CLOSURE
Project closure will occur after reaching Final Acceptance as defined in Exhibit 4. It is anticipated that this will occur at the conclusion of Phase 3, or roughly ten (10) months after project kickoff.

November 2017 Commercial Confidential - Not to be Disclosed Page 16 Trapeze™ The City of Santa Monica Big Blue Bus (Santa Monica, CA) Here for the journey Enterprise Asset Management
Business Process Review and Implementation Support

ROLES AND RESPONSIBILITIES
BIG BLUE BUs RESOURCES
The table below represents Trapeze's suggested resource allocation for a successful implementation that adheres to the timelines in this Statement of Work.

Resource Resource Allocation Responsibilities
Executive Project 10% of their time during the
Sponsor and Other full duration of the project : Act as an escalation point for Project Manager Business Leaders Assist in communicating benefits of the system to the organization
Project Manager 50% of their time during the Coordinate all resources from Big Blue Bus full duration of the project
Coordination of conference calls and meetings, as
required, for the Business Process Reviews and
upgrade
• Coordinate training facility preparation
Subject Matter 25% of their time during the • Participation in the Business Process Reviews and Experts / End Users full duration of the project provide timely feedback to questionnaires 100% of their time during • Respond to any questions from Trapeze, when Trapeze on-site activities additional information is required • Participate in end user training
Complete any User Testing as necessary
...

Assist with supporting the production deployment
System 25% of their time during the • Configure and maintain environments Administrators full duration of the project Participate in System Administrator training •
• Assist with supporting the production deployment
November 2017 Commercial Confidential - Not to be Disclosed Page 17 Trapeze™ The City of Santa Monica Big Blue Bus (Santa Monica, CA) Here for the journey Enterprise Asset Management
Business Process Review and Implementation Support

PRICING AND SCOPE ASSUMPTIONS
The key assumptions Trapeze has employed while determining the level of effort involved with this implementation are as follows.
• Big Blue Bus will work with the Trapeze maintenance support team to schedule and complete an upgrade to V17 for EAM.
• This upgrade will coincide with Phases 1 and 2 of the project. Phase 3 of the project will commence following the production upgrade to V17.
• All services identified in this proposal will leverage Big Blue Bus's existing environments, databases, and hardware/servers, as well as any newly planned ones as part of the V17 upgrade. • All days quoted are up to eight (8) hours in length and are for one (1) Trapeze resource. • A minimum of two weeks' notice will be provided by Big Blue Bus to Trapeze in advance of any on-site trip being scheduled. Big Blue Bus may be subject to additional expense charges if two weeks' notice is not provided or if confirmed on-site dates are rescheduled. • Big Blue Bus will provide remote access to their test environment at least three (3) weeks prior to coming on-site for the BPR trip.
• The test environment will be what all new workflows, configurations, and custom reports will be installed in. Following testing, these changes will be deployed in the production environment. • Big Blue Bus and Trapeze staff will both provide timely, accurate, and complete feedback and/or actions in the timelines agreed to.
• Training assumes a maximum of twelve (12) attendees per class for SME training:
• Technician
• Supervisor
• Asset Administrator
• Inventory
Warranty
• System Administrator
• Subject Matter Expert training will be role based training and only standard training materials will be provided in electronic format-although BBB is encouraged to modify the standard material as deemed necessary to build training plans.

There will be no end user training oversight, as it is expected that BBB SME's will lead end user training.
• Phase 2 System Administrator training and SME Training will occur jointly over two on-site training trips.
• Phase 1 and Phase 2 of this project only apply to fleet (rolling stock) assets, since at this time BBB does not use Trapeze EAM for facilities maintenance and materials management.

November 2017 Commercial Confidential - Not to be Disclosed Page 18 Trapeze™ The City of Santa Monica Big Blue Bus (Santa Monica, CA) Here for the journey Enterprise Asset Management
Business Process Review and Implementation Support
• Big Blue Bus will provide a classroom, overhead projector, and one computer per attendee equipped with access to the test environment for training.
• State of Good Repair / Capital Planning
For the purposes of this project, all of BBB's physical infrastructure (rolling stock, facilities, etc.) will be loaded into Trapeze EAM for State of Good Repair purposes. • Even though BBB's facilities assets will be loaded into EAM, BBB is not licensed for EAM's EquipmentFocus (facilities) module and therefore BBB will not be able to perform work and materials management functions on facilities assets. • For Phase 3, Trapeze will provide the data collection and data load templates where Big Blue Bus will need fill the templates and load the data into their environment as necessary. • Trapeze will not collect, format or scrub data.
• Following the Software Installation of SGR/CP in BBB's test environment, Trapeze will perform installation testing of key Software functionality to validate that the Software functions properly within the test environment.

Trapeze will provide standard test scripts (no customizations) that Big Blue Bus can leverage to complete SGR/CP User Acceptance Testing (UAT).

Services are for the implementation of standard SGR/CP workflows, where no customizations, development, or integrations are provided.
"Advanced" SGR/CP functions will be addressed in future engagements as deemed necessary by Big Blue Bus. This includes:
• Evaluating and implementing SGR Condition algorithms to automatically assign asset conditions.
• Implementing Capital Planning functionality to support Capital Projects and Plans. • All final deliverables and/or requirements will be mutually agreed upon between Trapeze and Big Blue Bus and documented through the Implementation Plan.
• Trapeze will utilize project Governance with a work stream approach to track progress against all tasks required for this implementation.

A mobilization period of up to forty-five (45) days will immediately follow Big Blue Bus's confirmation that contracting is imminent to allow Trapeze to align and prepare the resources proposed for this implementation.
• Note that resources will be held to allow the project to progress based on the anticipated timelines, but if contract execution is delayed then additional time may be required to align resources.

November 2017 Commercial Confidential - Not to be Disclosed Page 19 big bluebus
Exhibit 2:

ANTICIPATED PAYMENT SCHEDULE AND MILESTONES
Below are the payment milestones and anticipated schedule to be followed throughout the implementation, where all percentages refer to the total cost of services and expenses (exclusive of optional services).

Milestone Project Description % of Cumulative
Timing Total % of Total
Milestone 1 Month 1 Project Kickoff Meeting 5% 5%
Milestone 2 Month 2 Delivery of first draft of the EAM Business Process 10% Review Findings and Recommendations Document
Milestone 3 Month 3 Acceptance of the EAM Business Process Review 15% Findings and Recommendations Document
Milestone 4 Month 3 Completion of the Configuration Support 10% 40% Milestone 5 Month 4 Completion of Phase 2 System Administrator Training 5% Milestone 6 Month 4 Completion of Phase 2 End User Training 5% 50% Milestone 7 Month 5 Completion of Production Deployment for Phase 2 10% 60% Milestone 8 Month 6 Installation of SGR/CP in the Test Environment 10% Milestone 9 Month 8 Completion Phase 3 Training 15%
Milestone 10 Month 10 Completion of Production Deployment for SGR/CP 10% 95% Milestone 11 Month 10 Project Closure (see Exhibit 4) 5% 100% Contingency Timeline Contingency
January 2018 Commercial Confidential - Not to be Disclosed Page 20 bigbluebus

OPTIONAL PAYMENT SCHEDULE AND MILESTONES
For the optional services, they will be invoiced as follows if Big Blue Bus chooses to move forward with exercising these optional services for custom reports:

1. 40% of optional services due upon written agreement of report specifications

2. 40% of optional services due upon installation of custom reports in Big Blue Bus's test environment.

3. 20% of optional services due upon installation of custom reports in Big Blue Bus's production environment.

January 2018 Commercial Confidential - Not to be Disclosed Page 21 bigbluebus
Exhibit 3:

Key BBB INDIviduaLs / COMPONENTS AFFECTED
Business Function BBB Lead / Components Significant Subcomponents Power Users!
Maintenance Rolando Cruz
David Nanjo Fleet Maintenance Asset Management
Getty Modica Workorder Management
Preventative Maintenance
Labor Management
Vanessa Mejia Fuel Management
Reporting
David Nanjo State of Good Repair
Getty Modica
Inventory Management Mabel Borja
Warehouse Inventory Inventory Management
Supervisor (TBD)
LaRhonda Staggs
1 Trapeze onsite activities, e.g. BPR reviews, configuration support, training, etc., must be scheduled when Leads and Power Users are available. This list does not constitute all BBB power users.

January 2018 Commercial Confidential - Not to be Disclosed Page 22 big bluebus
Exhibit 4:

FINAL AccePTaNce
Final acceptance will occur when all deliverables stated in "Exhibit 1 - Statement of Work" are provided and the Trapeze workflows, configurations, and optional custom reports (if executed) are deployed within Big Blue Bus's production environment. Additionally, the following criteria must be met to achieve final acceptance:

All Critical or Major issues logged during the project prior to deployment that are directly related to the scope of this project shall be resolved and closed before final acceptance (issue closure requires mutual agreement from Trapeze and Big Blue Bus).

Any issues that are deemed to be minor in nature will be transitioned to Trapeze Customer Care, where they will be addressed with assistance from the project team as necessary.

Resolution of these issues will not prevent final acceptance.

January 2018 Commercial Confidential - Not to be Disclosed Page 23 Trapeze"
Exhibit 5: Trapeze Project Team Resumes
Joel Black, EAM Technical Team Lead
Joel has over 30 years of experience in the maintenance management and transit industry, and he has worked for Trapeze since 2012 as an implementation specialist. His background experience as a fleet maintenance technician, service manager, and consultant in asset management have given Joel valuable knowledge about how to solve key maintenance problems for transit customers.

In his current role as the EAM Technical Team Lead, Joel is responsible for providing technical oversight and mentoring to the team of EAM delivery resources responsible for implementing Trapeze Asset Management solutions. This typically includes providing coaching and support to his team for requirements gathering, installation, configuration, acceptance testing user training and deployment support, and Joel also leverages his experience to consult with clients regarding their unique challenges and workflows to to help identify ways of enhancing Asset Management productivity.

EXPERIENCE
2017 - Present: EAM Technical Team Lead, Trapeze Group
As the EAM Technical Lead, Joel leverages his knowledge and experience to help grow the EAM team's technical knowledge and project delivery skills through coaching and mentorship. Joel is also responsible for assisting with the resolution of technical escalations and delivering on critical project engagements. In addition to his delivery responsibilities, Joel also works closely with the Trapeze development team to ensure that current operations pain points are communicated so they can be addressed in future product releases.
2012 - 2017: Senior Technical Product Specialist, Trapeze Group As a Senior Technical Product Specialist, Joel was responsible for providing technical support and consulting to Trapeze EAM customers on new project implementations. This support generally includes business requirements gathering, product testing and installation, training, go-live support, and consulting in any other areas as needed to satisfy project requirements.
1988 - 2012: Service Manager/Fleet Maintenance Technician, Ryder Transportation Services In his various roles at Ryder, Joel worked in both hands-on and management capacities as they related to fleet management solutions.

REFERENCES
Some highlights of Joel's implementation experience:

CLIENT NAME PROJECT TYPE MODULES
Chicago Transit Authority Implementation of EAM EAM - Bus and Rail Sound Transit Implementation of EAM EAM - Rail
Des Moines Area Regional Transit Implementation of EAM Interfaces EAM - Bus January 2018 Commercial Confidential - Not to be Disclosed Page 24 Trapeze

EDUCATION
University of Phoenix
Associates Degree, General Studies
North Carolina State University
BS Mechanical Engineering
January 2018 Commercial Confidential - Not to be Disclosed Page 25 Trapeze™
Amie Cheng, EAM Delivery Manager
Amie is a seasoned IT Professional with excellent communication, project management and analytical skills.

Ms. Cheng have over 20 years' experience in software development including 17 years as a consultant and is PMP certified. She possesses an in depth technical knowledge and has a solid track record of delivering high quality software systems on time and within budget. Her areas of expertise include Project Management, Product and Software Development, Quality Assurance, Strategic Planning, and Customer Relationship Management. | She has 11 years' experience working with Transportation and Fleet Management Software systems including Vehicle Maintenance, Asset Tracking, Telematics, Dispatch, Scheduling Fixed Route, Charter and Tour for Fleets up to 15,000 in size.

EXPERIENCE
2016 - Present: EAM Delivery Manager, Trapeze Group
Amie currently manages a team of consultants throughout the United States and Canada. She serves as the Project Director and Executive Sponsor on several large, enterprise software engagements including Port Authority Trans Hudson (PATH) and Metropolitan Atlanta Rapid Transit Agency (MARTA), and provides project oversight and consulting best-practice guidance to her team to ensure that the EAM software implementations are a success.
2014 - 2016: Project Manager, Trapeze Group
Prior to being a Technical Delivery Manager, Amie was a Senior Project Manager, Customer Solution Delivery, where she was responsible for ensuring that projects are delivered successfully: on time, on budget and within scope. In her previous role, Amie oversees every aspect or the project delivery, working with many different groups within the organization to ensure projects are delivered successfully from contract signing to final closing.
2010 - 2014: Director of Professional Services, BSM Wireless, Inc.

Prior to joining Trapeze, Amie worked as Director of Professional Services where she managed the execution and delivery of custom software integrations and development requests for Fleet Management and Telematics software. She was the main technical lead and managed a team of developers in Toronto, Edmonton and India to deliver software solutions and backend data integrations. Amie was the primary contact to enterprise level customers and oversaw the project management, development, quality assurance, deployment and customer training within Professional Services Group. She worked with the PMO, Customer Care, Sales, Systems Engineering and R&D groups to develop and improve policies and procedures across the organization.

EDUCATION
Sheridan College: Computer Programmer/Systems Analyst
PMI Institute: Certified Project Management Professional (PMP) January 2018 Commercial Confidential - Not to be Disclosed Page 26 Trapeze
Mr. Mamoon Ali Trapeze*
Project Manager
Mamoon has over 10 years' experience in Support, Management and Consultancy in IT projects. His background in software project management and implementation make him a highly valued resource within Trapeze's Professional Services team. He is responsible for delivering projects on timc, on budget, and with a high degree of quality for his customers.

EXPERIENCE
2016 - Present | Project Manager, Trapcze Group PROJECTS Mamoon is responsible for ensuring the successfull
implementation of various applications following best practices. TransLink, Vancouver, BC He has demonstrated success in delivering projects for
TransLink, SEPTA, and VTA curing his time with Trapoze. Feasibliity Study BD to OPS Migration:

November 2016 to February 2017
2010 - 2016 Project Leader, Symcor Inc.

Mamoon provided DBA consultancy, support and training to an extensive client base in the financial management sector. During SEPTA, Philadelphia, PA his time at Symcor, Mamoon designed, developed and
implemented large number of IT projects, and advised and OPS Sign In Terminal Implementation implemented Disaster and Recovery strategies at customer sites. Start: Aug 2016 • Phase 1 Go Live in July 2017
2007 - 2010 | Project Manager, Implementation Specialist, • Phase 2 Deployment in progress Texada Software
Managing ERP system implementations in both SQL and Oracle environments using Agile and Scrum methodologies including VTA, Santa Cara, CA data imports and conversions from third party applications. Paratransit Enterprise Project • PASS. Trip Broker, CERT: Oct 2016
2001-2007 | Sales and Business Development Manager, -Production Deployment In Cars and Cars Inc. August 2017.

Mamoon's accomplishments included developing international • PASS-Web: Started Oct 2016. business and market expansion from exporting automobiles to Production Deployment In August Importing automobile accessories to enhance the local sale. 2017.

Mamoon incorporated decisive and innovative strategies to keep • PASS-IVR: Started Oct 2016. a market edge over competition thus successfully increasing Production Deployment in profit margins and yearly gross income for the company. December 2017.

EDUCATION
Florida Atlantic University - 2006
Bachelor of Computer Science
Global Knowledge 2013-2014
roject Management, Leadership, Communication (PID.
chedule and Cost Control (PMO:

Academi - 2012
Electronic Document Associate (EDA)
Transaction Document Specialist (TDS)
trapezegroup.com
January 2018 Commercial Confidential - Not to be Disclosed Page 27 Trapeze™
Exhibit 6: State of Good Repair
Transit Asset Management / State of Good Repair
Santa Monica Big Blue Bus (BBB) is responsible for the safety and regulatory compliance of a vast amount of physical assets (rolling stock, facilities, equipment, and IT systems). BBB understands that implementing a successful Transit Asset Management (TAM) program as required by FTA's 'Final Rule' (MAP-21/FAST Act) will require a combination of software, policies/procedures, as well as buy-in from key stakeholders from the top to bottom of the organization.

Introduction
At Trapeze, our mission is to make the best transit-specific software solutions in the market. This document summarizes the benefits and features of Trapeze EAM's State of Good Repair (SGR) software module, designed for compliance with the FTA's TAM Final Rule. In it, we discuss how the module helps agencies track the data necessary to progress through the key steps to achieving a state of good repair (below).

BBB is licensed for the Trapeze SGR module, but never fully deployed it. As BBB implements your TAM program, you will likely encounter similar challenges as other peer agencies unless you have a fully-deployed SGR solution in place:
• No "single source of truth" for all BBB infrastructure - Key staff and departments (Asset, Maintenance, Capital/Finance) using different systems with key data spread across multiple, disconnected databases • Cumbersome, paper-based workflows to manage data
• No mobile technologies to support physical condition assessments (e.g., facilities) • No access to advanced SGR features: (a) Age-decay curves, (b) Algorithm to generate condition scores • Difficulty managing large, dynamic dataset of condition ratings (1-5) • No enterprise system for managing the capital program: candidate projects, links to assets, scoring • Difficulty tracking down data to comply with the new NTD reporting

CONDITION

ASSESSMENT
I know the
condition of CAPITAL
ASSET my assets PROGRAMING

LIFECYCLE

MANAGEMENT
fuse performonce
data to optimally
manage across
the osset lifecycle
4 Steps to Achieving a State of Good Repair
January 2018 Commercial Confidential - Not to be Disclosed Page 28 Trapeze™
The Trapeze SGR module, now in its 5th year of operations (and still evolving), was developed in close collaboration with several leading peer agencies on the topic of SGR (e.g., MARTA and Denver RTD). Like Trapeze, Denver RTD, and MARTA were all active participants in the national SGR conversation from the beginning (the FTA's SGR workshops starting back in 2009). Fast forward to today, and both Denver and MARTA are national examples of technology-focused SGR programs, with Trapeze asset management technology at its core. See discussion in a recent APTA Passenger Transport Article.
• PASSENGER, Article Highlights
Iransport 7 MARTA focused on inventory, condition
assessment since first SGR roundtable in 2009
TransLink Unveils Connect Transit Launches • MARTA invested $1.38M in SGR system First Mark !!! SkyTrain New Bus Network
capabilities in 2013
Today, MARTA's SGR / TAM System includes
TRANS
information on 57,000 assets with a high
degree of accuracy.

MARTA has developed a 10-year strategic
APTA Annual Meeting Set for LA
capital improvement program, anchored by

IN-DEPTH
SGR: A Systems Approach the SGR system, which allows their team to Industry Responds to SGR Needs,
FTA Regulations quickly evaluate asset SGR based on
configurable business logic (including
importance of asset to MARTA's performance,
life-cycle information such as age, condition,
Looking at State of Good Repair priority codes, as well as operational performance data)
Denver RTD attributes success of RTD's TAM
system to leadership support and continual
investment. A similar statement is provided by
MARTA, who discusses how their SGR team
worked to overcome differences among
departments
January 2018 Commercial Confidential - Not to be Disclosed Page 29 TM
Trapeze

TRAPEZE STATE OF GOOD REPAIR SOLUTION
Trapeze is in a unique position to offer BBB a proven SGR solution, already utilized by peer transit agencies, to help the BBB Asset and Maintenance Management team move past the challenges experienced with current manual tools and processes.

Trapeze SGR supports the following:
• Developing a Comprehensive Asset Register across 4 FTA defined asset types (rolling stock, equipment, infrastructure, facilities)
• Condition Assessment
• Life Cycle Management
• Capital Planning
The following section highlights how a technology-driven approach, using Trapeze SGR software, will provide the BBB team with the tools they need to achieve compliance with the rules outlined by the FTA.

1. Asset Register
Trapeze SGR is built with a deep understanding of the infrastructure footprint of an agency like metro, where assets range from rolling stock (buses, non-revenue) to facilities/structures, to equipment. As a result, Trapeze SGR comprehensively tracks the necessary capital asset data Condition Assessment and attributes for all transit infrastructure with out of the box functionality.

BBB has a relatively complete asset register for vehicles in Trapeze EAM for maintenance purposes. Loading BBB's additional assets into Capital Planning the SGR module would provide a single system/database for tracking all assets, along with any historical changes to BBB's asset register (condition rating, priority, etc.). Comprehensive SGR System

2. Condition Assessment
The FTA has defined categories of assets, as well as associated requirements for Condition Assessments, for which data will need to be collected for each Asset Category type. The Trapeze SGR Solution offers 3 ways to help calculate condition scores, either automatically or through data gathering tools. • Age-based decay curves (Auto Calculated)
• Physical condition inspections (a mobile App integrated that syncs data into SGR module) • Performance-based condition scores
January 2018 Commercial Confidential - Not to be Disclosed Page 30 Trapeze™
The performance measure for each Asset Category as defined by the FTA:

ASSET CATEGORY PERFORMANCE MEASURE
EQUIPMENT % of assets that have met or exceeded their Useful 2- Non-Revenue Vehicles Life Benchmark (ULB)
Data: Asset Age
ROLLING STOCK % of vehicles that have met or exceeded their Useful Revenue Vehicles Life Benchmark (ULB)
Data: Asset Age
INFRASTRUCTURE % of track segments, signal, and systems with 3%: Rail Fixed Guideway, Track, performance restrictions Signals & Systems Data: Asset Performance Restrictions
3- IT Systems (ie. Permanent Slow Zones)
Facilities % of facilities rated below a 3 on TERM scale (1 to 5) Buildings & Structures Data: Condition Ratings (Physical Inspections) Trapeze's optional asset condition algorithms can be used to calculate a combined overall SGR score for each asset using multiple criteria (i.e. age-based & physical condition inspection).

Many of BBB's assets (e.g., buses) are complex, composed of many major 'systems' (engines, transmissions, etc.) some of which require their own condition assessments. By supporting an unlimited number of component (child) assets, that can be linked back to the 'parent' in a user-defined relationship, the Trapeze SGR solution allow BBB to track the relationships between the assets, with roll-up for reporting and analysis purposes.

Asset Condition Ratings and Decay Curve
Individual Asset: SHREWS EF-3 SHREWS N FARE VEND BLDG EXHAUST FAN NO.3 Last Condition: 2
Typical Decay Curve
El Manual Score
Condition Rating
Condition Threshold
Avg. Manual Score
Avg. Calculated Score
A
3 8 9
• Active Service Begins!
• Procurement Start
Lifecycle Events El Replace By Date
Capital Work
January 2018 Commercial Confidential - Not to be Disclosed Page 31 TM
Trapeze

3. Lifecycle Management
Utilizing the Trapeze SGR solution, BBB staff will be able to quickly summarize key asset performance data so that asset managers can track progress toward BBB's State of Good Repair goals. Please note: Although fully configurable, the system screen shot, bellow shows how BBB can organize assets to roll-up into the FTA's 4 recommended asset categories. BBB can create numerous categories to track cumulative SGR scores for assets associated with certain operating divisions, and service types just to name a few examples. Business logic may be configured to notify system users when asset data falls below BBB's SGR thresholds.

Asset Performance Assessment Portal
Prediction Modeis
Asset Management
Name Asset count Avg Age Condition Score Score - Meeting Target Est. Replace Cost Đ 1-ROLLING STOCK 110 11.11 3.40 91.67% $ 2,934,270
Q 2 - EQUIPMENT 401 11.09 3.17 50.00%6 $ 278,043
3 - FACILETEES 4461 22.52 2.33 14,29%6 S 2,080,000
4 - INFRASTRUCTURE 297 18.51 3.25 75.00%a $ 3,875,200
The Trapeze SGR solution supports comparison and analysis of different asset classes, and drill-down capabilities to asset detail data. For example, the screen shot below illustrates that rolling stock is made up of several fleet types, each showing their average Condition Scores.

Asset Performance Assessi jent Portal
Prediction Models
Asset Management 0
Name Asset Count Avg Age Condition Score Score - Meeting Target Est. Replace Cost E 1-ROLLING STOCK 110 12.11 3.40 91.67% $ 2;934,270
2004 NEW FLYER 035 56 11.38 3.29 87.50% $ 1.635.834
2005 NEW FLYER D40 54 10.83 3.63 100.00% $ 1,098,436
BBB will be able to drill down into the data, in various ways, to compare how various classes of assets are performing against each other. Ultimately, these screens will greatly assist the BBB Asset management team in collaborating with maintenance and capital divisions to determine whether they should investing more in certain equipment types (capital projects) in order to extend their life, or expedite their replacement, for Capital Planning purposes.

January 2018 Commercial Confidential - Not to be Disclosed Page 32 Trapeze™

4. Capital Planning
As specified in the original MAP-21/Fast Act legislations, agencies are required to apply a data-driven approach when it comes to planning future capital investments. This means that the agency's capital investments must be prioritized based on asset condition (as outlined in the section above), performance, and the overall assessment of asset health as determined by BBB's staff. Built into the Trapeze SGR solution is a capital planning feature for tracking the scoping, screening and approval of all candidate capital projects across the agency (rolling stock, tacilities, etc.).

The portal allows for the detailed tracking of each project, including the justification, costs/benefit, funding sources, budget, and schedule, with direct linkages to the asset performance data. Among the optional features is a project voting/scoring function and a capital plan portal for rolling-up projects into one or more capital improvement plan scenarios.

Surrent Plan FY2018 VEHICLES: FULLY FUNDED - FY 2018 VEHICLES: FULLY FUNDED • Layout Plan ID FY2018 VEHICLES: FULLY FUNDED P Status NEW
Description FY 2018 VEHICLES: FULLY FUNDED Duration 01/01/2018 - 12/31/2022 Comments Date Approved 09/20/2017
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Budget Amount Amount Used Start Date End Date 2018 Budget 2019 Budget 2020 Budget 2021 Budget • PY2018 VEHICLES: FULLY FUNDED - FY 2018 VEHICLES: FULLY FUNDED 3 35.061,000.00 $ 0.00 = 47,741.94 § 10,209,615.38 § 19,541.384.62 56.000,000.00 20130821-00002 - BUS REPLACEMENT - NEW FLYER 2005 ARTICS P $ 6,502,000.00 5D.00 01/C2/2C20 12/31/2021 50.00 50.00 $376,000.00 56,000,000.00 $ 165,000.00 $ D.OO 10/02/2017 02/01/2018 $ 0.00 ,5 0.00 50.00 20130523-00004 - PARATRANSIT VAN PURCHASE P
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S61K budget shortfall
Annual Plan Budget
25000000 -
20000200
15000010
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2017 2013 2015 2020 2022
January 2018 Commercial Confidential - Not to be Disclosed Page 33 Trapeze™
Exhibit 7: Sample Future State Workflow
10 - Part Request and Issue (Future State Work Flow)
DRAFT
Start
End
tabor
Capture, (
PM or Know part Tech issues Pull item from
Part in stock?
number? own parts? Inventory
Rebuild
wo
EAM
EAM
Technician Portal Technician Portal
• Enter part number on - Issue part on the
the Post Work Order Post Work Order
Parts page
Parts page
EAM
EAM
Technician Portal
Technician Portal - Submit request on.
- Utilize Lookup feature the Post Work Order
Parts pare
- Enter description in the Pick up part
Comments field on
the Post Work Order
Parts page
Inventory i
Replenish or Pull item from
NFI Order
Slide 17 / 18 inventory

EAM EAM
Storekeeper Portal : Storekeeper Portal
- Monitor incoming requests - Issue part to work order
on the Request Management on the Request Management
page
- Notify Technician when part is avallible
for cickup
January 2018 Commercial Confidential - Not to be Disclosed Page 34 Exhibit 8: Big Blue Bus EAM Action Items
Big Blue Bus has identified the following action items as current challenges for their business. Throughout this project, the following items will be considered and addressed based on BBB's identified priority levels where possible during each implementation phase. Note that a number of these items may be able to be addressed through BBB's current maintenance agreement, which Trapeze will work with BBB to identify during the planning stage of this project.

This list is included purely for the purposes of visibility while planning and executing the scope identified above for this project. Closure or addressing of action items is not required to successfully complete this project.

EAM Action Items
Item Priority Module Concern BBB Processes Action Item
Need to look at total assets
Because of fuel focus, we need to and how we are
Equipment Assets is at the high of setup all the City of Santa Monica decommissioning. Do we Assets 830 - does not make sense vehicles. Need to see if we expand. need more licenses? Currently only have Fleet & Service
Setup process needs to be looked vehicles; limited fields populated; BPR - for assets for fleet Assets Facilities is separate - why? division; consider facilities Have various accts separating

1. 1 labor, mts, commercial, fuel etc. How does this interact with acct? IT training - what is the setup? Currently charging all parts to
operating, right now BBB manually
Assets - parts enters each acct although the BBB parts side is always putting in the charging default is capital account. IT training - what is the setup? Date for bumper to bumper not
Assets - accurate and not listing other
Warranty warranties BPR
Should use an overall shop
rate. Would have to use a
different location for vendors
EAM offers use of individual rates BBB using different rates for with no shop rate or a different Employee - rates or shop rates employees shop rate.

January 2018 Commercial Confidential - Not to be Disclosed Page 35 Item Priority Module Concern 3BB Processes Action Item
Labor BBB does not reconcile EAM labor
Reconciliation with Kronos labor BPR
Vendor Contracts can be tied to
MtI - stock code to set price for a fixed
Replenishment period Can we look at high moving items BPR charging to acct, can we make it
Mtls - facilities simpler BPR
Technician / Supv can place a
priority on any part of coach down -
10 Parts request priority 1 BPR
Nanjo already did, but now
PM Class - need to look at SOP to get
11 1700s BBB has not done buses ready
BBB does not record the requests
Service to work on a DVR that we can't pull
12 Requests video Need to create WO process
Need to confirm is trapeze
Confirmed that BBB owns SGR, under contract to implement, 13 SGR but has never implemented should this be part of BPR Standard report
14 guide BBB not using reports Can we get a listing of all the reports BPR BBB only inputs base warranty,
Warranty- need to add all warrantv & then
15 equipment start using BPR
BBB allows it to start clicking based
16 Warranty dates on issue BPR
17 Work Mgmt Work Order Aging BPR
Transit agencies utilize for seating,
standing capacity, sub-system
Asset - addi information (video surveillance,
18 equip headsign etc...) BBB not recorded anywhere BPR BBB did use the 1302 with farebox, not
Asset - a true understanding of the benefit of
19 relationship Not using the component screen the system BPR January 2018 Commercial Confidential - Not to be Disclosed Page 36 Item Priority Module Concern BBB Processes Action Item
Need to evaluate whether
facilities should be in EAM or
just SGR. Is ther a facility
20 Assets Facilities - not in Eam module?
Have two separate processes and
Do not allow the workorder to misunderstanding between serialized 21 Components attach to the parent. components and serialized parts. BPR System has the capability of
PM Class - job recording estimate of tasks and
22 estimates comparing to actual BPR
BPR - need to clean up tasks
PM Class - Parts Ability to generate automatic parts BBB is not properly using this function. on our PM class list to show 23 required Have lists on some of the PMs what parts are needed for PM In the PM Meter for class - you can
add a PM soon due range, so the
24 PM Scheduling PM pops up as showing due. We are not using this feature BPR The NF diesel was showing a 60
day minimum, so the PM would
25 PM Scheduling come in Not using the extend date due BPR BBB running PM daily and holding 1) what is policy for buses / cars, 2) buses greater than 5,800 before clean up of PMs (have some old), 3) next PM. No looking at future review process for holding and 26 PMs - buses forecasting BPR
BBB not recording miles, hours, or
PMs - service time to generate PMs. Relying on
27 cars Supervisor to advise BPR
IT training - determine rules
Who has access to what modules Able to see via admin, but should and recommendation on what 28 Security and screens generate a report we need
Task - estimated
29 hours EAM allows for estimated hours BPR
30 Warranty - parts BBB does not do BPR
Assets - Equip
31 Type Not consistent BPR
January 2018 Commercial Confidential - Not to be Disclosed Page 37 Item Priority Module Concern BBB Processes Action Item
Suggested we look at Ops
Employee EAM offers module to catalouge system, still no good. Need a 32 training / testing training and a testing module BBB not tracking solution EAM allows a process to create an
Mtis - external external rebuild workorder to send Need to verify what we do, doing 33 rebuild out to vendor adjustments BPR
Mtis - Supplies / BBB charging to workorder or to Best practice is charged to shop 34 Safety / Facilities direct account workorders BPR
Using coding B1, B2 and R1, R2
35 Roadcalls (also an A for accident) BPR
36 Towing BPR
Vendor Process to record vendor work on Wincal, Bus Systems, Farrars - do not 37 assignment property and off property' have consistent practices BPR 38 Warranty - core BBB does not do BPR
SLA agreements are not being bus availability - can show how many 39 CIP Assets utilized buses are available BPR
BBB was set up to scan barcode of
items upon receipt to print out
40 CIP Barcodes EAM offers barcoding barcodes for all item. BPR Messages - can we use to send
messages to all users? Do we IT training - Need an
41 CIP Messages want to? understanding of how it works
Multi-Unit Project - can be used for Do not use - would need to work out 42 CIP Projects campaigns, based on recall, etc... process BPR Service
43 CIP Requests Capacity to request service by bus BPR
Asset -
44 TAM replacement Need to update all of this tab BPR
January 2018 Commercial Confidential - Not to be Disclosed Page 38 EXHIBIT B-4. BUDGET AND PAYMENT MILESTONES

FIXED FEE PROJECT BUDGET
The pricing table below describes the fees associated with the scope described in this statement of work.

Should Big Blue Bus wish to exercise additional services beyond the effort and scope described in this document, they will be addressed through the change order process.

Fixed Fee
Phase 1: Project Planning and BPR Services $35,598
Phase 1: Expenses $4,900
Phase 2: Implementation Support Services $51,247
Phase 2: Expenses $7,850
Phase 3: SGR/CP Implementation Services $66,168
Phase 3: Expenses $4,900
Total (USD) $170,663
Optional Phase 3: Custom Reports $8,950
Total With Options (USD) $179,613
The above pricing is final pricing and is in US dollars. The pricing includes all services and expenses required to successfully complete each support item as defined within this statement of work. This project is proposed as a fixed price engagement, and shall not exceed the price or duration referenced unless a change order to the contract has been executed by the City and Trapeze.

Milestone Project Description % of Cumulative
Timing Total % of Total
Milestone 1 Month 1 Project Kickoff Meeting 5% 5%
Milestone 2 Month 2 Delivery of first draft of the EAM Business Process 10% Review Findings and Recommendations Document 40%
Milestone Project Description % of Cumulative
Timing Total % of Total
Milestone 3 Month 3 Acceptance of the EAM Business Process Review 15% Findings and Recommendations Document
Milestone 4 Month 3 Completion of the Configuration Support 10% Milestone 5 Month 4 Completion of Phase 2 System Administrator Training 5% Milestone 6 Month 4 Completion of Phase 2 End User Training 5% 50% Milestone 7 Month 5 Completion of Production Deployment for Phase 2 10% 60% Milestone 8 Month 6 Installation of SGR/CP in the Test Environment 10% Milestone 9 Month 8 Completion Phase 3 Training 15%
Milestone 10 Month 10 Completion of Production Deployment for SGR/CP 10% 95% Milestone 11 Month 10 Project Closure (see Exhibit 4) 5% 100% Contingency Timeline Contingency

1. 40% of optional services due upon written agreement of report specifications

2. 40% of optional services due upon installation of custom reports in Big Blue Bus's test environment.

3. 20% of optional services due upon installation of custom reports in Big Blue Bus's production environment.

Milestone Project Description % of Cumulative
Timing Total % of Total
Milestone 3 Month 3 Acceptance of the EAM Business Process Review 15% Findings and Recommendations Document
Milestone 4 Month 3 Completion of the Configuration Support 10% Milestone 5 Month 4 Completion of Phase 2 System Administrator Training 5% Milestone 6 Month 4 Completion of Phase 2 End User Training 5% 50% Milestone 7 Month 5 Completion of Production Deployment for Phase 2 10% 60% Milestone 8 Month 6 Installation of SGR/CP in the Test Environment 10% Milestone 9 Month 8 Completion Phase 3 Training 15%
Milestone 10 Month 10 Completion of Production Deployment for SGR/CP 10% 95% Milestone 11 Month 10 Project Closure (see Exhibit 4) 5% 100% Contingency Timeline Contingency

1. 40% of optional services due upon written agreement of report specifications

2. 40% of optional services due upon installation of custom reports in Big Blue Bus's test environment.

3. 20% of optional services due upon installation of custom reports in Big Blue Bus's production environment.

Santa Monica City CouncilSeptember 13, 2022

Santa Monica City Council
September 13, 2022