1 FIFTH MODIFICATION OF
SOFTWARE LICENSE AGREEMENT NO. 8928 (CCS)
This Fifth Modification of Agreement Number 8928 (CCS) (“Fifth Modification”), entered into as of _________________(“Execution Date”), 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 February 10, 2009, City and Trapeze entered into a Software License Agreement Number 8928 (CCS) for an Operator Management System and Customer Service Software for the Big Blue Bus, with certain years of maintenance costs included (“Original Agreement”).
B. On or about April 8, 2016, City and Trapeze entered into a First Modification of the Software License Agreement Number 8928 (CCS) (CCS) (“First Modification”) for additional years of software maintenance and additional customized reports.
C. On or about October 6, 2017, City and Trapeze entered into a Second Modification of the Software License Agreement Number 8928 (CCS) (“Second Modification”) to implement an upgrade of the Trapeze system to Version 16 of the applicable Trapeze software.
D. On or about August 12, 2019, City and Trapeze entered into a Third Modification of the Software License Agreement Number 8928 (CCS) (“Third Modification”) to extend maintenance services and to receive software upgrades for the year commencing July 1, 2019 and continuing through June 30, 2020 (“Year 8”).
E. On or about June 4, 2020, City and Trapeze entered into a Fourth Modification to extend maintenance services for two years (“Year 9” and Year “10”) commencing on July 1, 2020 and continuing through June 30, 2022, and one additional option to renew through June 30, 2023 (“Year 11”). The Original Agreement, First Modification, Second Modification, Third Modification, and Fourth Modification may be referred to collectively herein as “the Agreement.”
F. The City and Trapeze desire to modify the Original Agreement to add and incorporate the terms and conditions under which Trapeze will provide licenses for Trapeze Standard Data Exchange (TSDE) Software and Trapeze OPS-MON Software (“New Licensed Products”), and Trapeze Standard Data Exchange (TSDE) and OPS-MON installation services, maintenance, and support (“Additional Services”), on the terms and conditions set forth herein.
TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Original Agreement as follows:
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74 9/26/2021
2 1. Section 3 of the Original Agreement entitled “License Use” shall be modified by adding the following paragraph:
New Licensed Products. Trapeze will provide Trapeze Standard Data Exchange (TSDE) Software licenses and Trapeze OPS-MON Software licenses (“New Licensed Products”) described in Exhibit A-5, Scope of Services, Trapeze Standard Data Exchange (TSDE), and Exhibit B-5, Scope of Services, Trapeze OPS-MON. Trapeze will provide the New Licensed Products in accordance with Exhibit C-5, Budget.
2. Section 4 of the Original Agreement entitled “Software Services” shall be modified by adding the following paragraph:
Additional Services. Trapeze will perform all of the installation, maintenance and support services (“Additional Services”) described in Exhibit A-5, Scope of Services, Trapeze Standard Data Exchange (TSDE) and Exhibit B-5, Scope of Services, Trapeze OPS-MON. Trapeze will complete the Additional Services in accordance with Exhibit C-5, Budget.
3. Section 6 of the Original Agreement entitled “License Fees and Support Services Fees” shall be modified by adding the following paragraph:
Compensation for New Licensed Products and Additional Services.
The City will compensate Trapeze for the New Licensed Products and Additional Services in an amount not to exceed $255,180, as set forth in Exhibit C-5. The total contract price for services pursuant to the Original Agreement, the First Modification, the Second Modification, the Third Modification, the Fourth Modification, and this Fifth Modification shall not exceed $3,139,210.
4. Exhibit A-5, Exhibit B-5, and Exhibit C-5 are attached hereto incorporated herein by this reference.
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74 3 5. Except as expressly modified by this Fifth Modification, all other terms and conditions of the Original Agreement shall be and remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Second Modification as of the date and year first written above.
ATTEST:
______________________________
DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________
LANE DILG
City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
RICK COLE
City Manager
ABC Corporation
#VENDOR
By: _______________________________
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74 George S. Cardona
Interim City Attorney
9/23/2021
VP, Finance
dm
9/23/2021
Deborah Mills
9/26/2021
John Jalili
Interim City Manager
10/1/2021
Nikima Newsome
Assistant City Clerk
4 Exhibit A-5
Scope of Services, Trapeze Standard Data Exchange (TSDE) DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74 www.trapezegroup.com Confidential Not to be Disclosed Introduction l Page 1 Introduction
The purpose of this document is to provide Big Blue Bus ( BBB ), with a quote and scope of work for the deployment of our Trapeze Standard Data Exchange (TSDE) for FX. By implementing TSDE, BBB will be able to pass data from Trapeze FX/BB to the downstream 3rd party consumers specifically the CAD/AVL System from Clever. This document outlines the implementation services to be provided by Trapeze, as well as the support required from BBB and Clever 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 deliver the Trapeze solution 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 Trapeze solution.
Implementation Methodology Overview
This project will be executed in a phased approach, with key activities identified below:
1. Project Kick-Off
2. Project Design
3. Internal Acceptance Testing
4. Software Installation and Configuration
5. Installation Testing
6. Training
7. Acceptance Testing
8. Deployment and Closure
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74 www.trapezegroup.com Confidential Not to be Disclosed Project Implementation Approach l Page 2 Project Implementation Approach
Project Kick-Off
Following contract execution, Trapeze, BBB and Clever will hold a remote project kick-off meeting to align stakeholders on project scope and timelines, as well as review roles, responsibilities, key risks, and preliminary project schedule. Project teams from Trapeze, BBB and Clever (as required) are expected to attend the kick-off meeting.
Project Design
The Project Design meetings for TDSE will be held remotely over the course of up to one (1) day. In preparation for these discussions, BBB/Clever will be expected to provide Trapeze with any relevant operational materials and/or documentation requested.
The following topics will be covered during these meetings and calls:
BBB
Current operational environment (policies/procedures) as they relate to CAD/AVL System Software configuration
Hardware recommendations (as necessary)
Project timelines
Testing, training, and transition strategies
A preliminary Project Design Document outlining deliverables, goals and objectives, configurations, and expected project timelines for the implementation will be prepared by Trapeze and shared with BBB/Clever after the initial Project Design meetings. During the review process, non-standard Software functionality may be identified beyond any in-scope customizations. If desired, Trapeze will provide estimates to address these gap items, however addressing any such gaps will be considered out-of-scope and may result in additional costs.
Following completion of the preliminary Project Design Document, Trapeze will provide BBB/Clever with the document to review and provide comments. BBB/Clever will have five (5) business days to complete this review, after which the Trapeze project manager will coordinate a meeting with BBB/Clever comments. During this meeting, Trapeze will revise the Project Design Document to address BBB/Clever comments and feedback and will provide a finalized Project Design Document.
Internal Acceptance Testing
Internal Acceptance Testing (IAT) is completed by Trapeze before any Software is installed in BBB environment. During IAT, Trapeze testing specialists will perform unit and regression testing to ensure DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74 www.trapezegroup.com Confidential Not to be Disclosed Project Implementation Approach l Page 3 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, Trapeze Technical Product Specialists will run a series of tests in a local testing environment to ensure that all Software is functioning properly against BBB This allows Trapeze to proactively determine any potential data-related issues and ensures that all standard setup and configuration tasks can be performed for BBB, as well as validates that all branded Software is functioning as expected.
Software Installation and Configuration
Following the completion IAT, Trapeze will work with Clever and BBB to remotely install and configure the Software in BBB test and production environment. The installation into test environment will be used to carry out the testing activities. The production environment will be used to export the most current signup data to TSDE format, but will go live only during deployment activities after completion of the acceptance testing in BBB test environment. BBB will be required to complete all hardware installations (including all server configurations) in time for the installation. To assist Trapeze with the installation, BBB will provide remote access (VPN, etc.) to all necessary servers. If remote access is unavailable, Zoom will be used as an alternate method for connecting to the servers.
Installation Testing
Installation Testing will occur after the new Software has been installed in BBB test environment. This testing is designed to ensure the Software is functioning properly within BBB as well as with third party software, as necessary. Installation Testing will also ensure successful demonstration of all requirements as documented in the Project Design Document.
During Installation Testing, BBB will grant Trapeze access to their servers so that Trapeze can perform testing of key Software functionality and validate the Software is functioning properly in BBB Installation Testing, Trapeze will validate the following:
Applications are connected to the appropriate database(s) General Software functionality is working as designed
All configurations and settings are functioning as agreed upon in the Project Design Document Upon completion of Installation Testing, Trapeze will work with BBB to schedule training.
Training
Training Requirements
In order to facilitate remote training, BBB will need to ensure attendees are able to access online Zoom meetings as well as the BBB test environment from their current place of work.
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74 www.trapezegroup.com Confidential Not to be Disclosed Project Implementation Approach l Page 4 In addition to training, Trapeze will provide one (1) digital copy of all available user manuals to BBB. If desired, BBB can create additional hard copies for their users.
Training Delivery
Trapeze product training is based on standard training agendas, and sessions vary in length based on topic.
BBB
the Project Design activities. Training sessions cannot exceed eight (8) employees per session. The training will also include a refresher overview of how to identify data integrity errors to proactively detect issues within the FX data. The following table outlines the proposed training for this implementation:
Module Training Topic Duration (Days) On-site/Remote
TSDE and System
Administrator Training 2.0 Remote
and System Administrator
approach and the BBB SMEs are expected to train any additional end-users if required. Trapeze proposes that the any SME training zoom sessions to be recorded by BBB to train other end-users when needed.
Acceptance Testing
Acceptance Testing involves BBB utilizing the new Trapeze Software in the test environment to ensure it responds accurately to user inputs and all features and functions work as specified in the Project Design Document.
BBB will have ten (10) business days in which to perform an initial comprehensive end-to-end round of Acceptance Testing.
All subsequent end-to-end rounds of Acceptance Testing must be completed in no more than five (5) business days.
Testing Defect Review Tracking and Resolution
During Acceptance Testing, BBB will document and prioritize any defects encountered throughout the testing period (if any exist). Following the completion of a round of testing, BBB 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. o 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.
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74 www.trapezegroup.com Confidential Not to be Disclosed Project Implementation Approach l Page 5
2. Major Defect partially impairs critical functionality. A workaround is available but difficult to execute. o 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. o 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
BBB will identify the priority of each defect and indicate the desired resolution sequence (1 = soonest resolution desired). Trapeze will make best reasonable 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. BBB 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 BBB will be asked to execute another round of Acceptance Testing.
Once BBB confirms that all critical and major defects have been resolved, Acceptance Testing will be considered complete and the Software deemed ready for production use. BBB 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.
Deployment and Closure
During the deployment activities, Trapeze will begin to export data to TSDE from BBB to support operations.
Deployment Support
Trapeze will provide remote go-live support for the launch of the new Software over the course of one (1) week . BBB can leverage these services during standard
business hours to address any non-critical questions or support needs that may arise from using the Software to support live operations.
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74 www.trapezegroup.com Confidential Not to be Disclosed Responsibilities and Deliverables l Page 6 Closure
At the completion of the one (1) week deployment support period, all ongoing support will continue to be provided -term maintenance program. At this time, the project will be considered complete and project closure will be processed.
Responsibilities and Deliverables
Activity
Trapeze
Responsibilities
BBB Responsibilities Deliverables
Project Kick-Off
Lead project
kick-off
meeting
Develop and
maintain
project
schedule
Provide input for BBB-led
activities
Provide database
backup
Ensure all appropriate
staff attend the kick-off
meeting
Assist with developing
and maintaining the
project schedule
Kick-Off
meeting
Preliminary
project
schedule
(revised as
necessary)
Preliminary
Project Plan
Project Design
Conduct
Project
Design
meetings
Participate in Project
Design meetings
Provide documentation
as requested
Review Project Design
Document and provide
comments/feedback
Sign off on finalized
Project Design Document
Finalized
Project
Design
Document
Finalized
Project
Schedule
Internal Acceptance
Testing
Perform
Internal
Acceptance
Testing
Provide data as
necessary
Software Installation
and Configuration
Install
Software in
BBB
and
production
environment
Complete all hardware
installation(s)
Provide access to test
environment
Manage servers,
databases, backup
procedures, database
maintenance practices,
and Windows
environments and
security
Install Trapeze prerequisite Software (e.g.
ODBC connections,
database servers, etc.)
Installed
Software in
BBB
and
production
environment
Installation Testing
Perform
Installation
Testing
Provide technical
consulting as required
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74 www.trapezegroup.com Confidential Not to be Disclosed Project Duration l Page 7 Provide access to test
environment
Training
Review
training
topics with
BBB
Conduct
training
session(s)
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
Ensure trainees are
prepared and engaged in
the training activities
Training
agenda
Completed
training
session(s)
Available
user
manuals
Acceptance Testing
Support BBB
during
Acceptance
Testing
Perform Acceptance
Testing
Complete prioritization of
defect(s)
Re-test defect
resolutions
Escalate defects to the
appropriate Trapeze
resource
Prioritized
defects log
Software
releases, as
necessary
Deployment and
Closure
Migrate
Software to
BBB
production
environment
Provide
remote
support for
one (1) week
for Software
rollout
Escalate defects to
appropriate Trapeze
Technical Product
Specialists
Update production
system to ensure all
records are up to date
Ensure data accuracy
Confirm connectivity,
logins, etc.
Trapeze
Software is
operational
and
functional in
BBB
production
environment
Project Duration
This implementation is expected to be completed within three (3) 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 BBB.
If the length of the project exceeds three (3) months from the kick-off meeting, either due to BBB readiness or resourcing delays, a change order may be required to fund the extension.
Project Management
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74 www.trapezegroup.com Confidential Not to be Disclosed l Page 8 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 BBB for the duration of the project. Trapeze will also require BBB 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.
Milestone Sign-Offs: With each completed milestone, BBB will be asked to sign off on the milestone and confirm agreement with project moving forward.
BBB
Outlined below are estimated resource allocations to support the implementation and effort defined in this statement of work.
Resource Resource Allocation Responsibilities
Project Manager
30% of their time for
the full duration of the
project
Coordinate all resources from BBB and Clever
Coordinate conference calls and meetings, as required
Coordinate completion of Acceptance Testing
Coordinate BBB activities
Work with the Trapeze project manager to identify
risks, issues, and mitigations throughout the project
Subject Matter
Experts
20% of their time for
the full duration of the
project
100% during Training
Participate in the completion of the Project Design
activities, as well as BBB activities
Participate in the review of all documentation
Assist project manager with completion of Acceptance
Testing
Assist with Software deployment activities
Attend Training Sessions
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74 www.trapezegroup.com Confidential Not to be Disclosed l Page 9 System
Administrators / IT
25% of their time
during Software
Installation, Testing,
and Deployment
Assist with troubleshooting network or technical issues Provide access to servers as necessary throughout the
project
Maintain system security controls & permissions, user
accounts, etc.
Assist with Software deployment activities
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74 www.trapezegroup.com Confidential Not to be Disclosed Project Budget l Page 10 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 Licenses $77,271
2 Implementation Services $39,173
Management Discount $(7,438)
Total Cost $109,546
Long Term Support
Item Description Cost (USD)
1 90-day Warranty Included
2 Year 1 Maintenance $15,454
Long Term Support Notes:
All subsequent maintenance renewal fees will be based on the operational characteristics of BBB at the -current pricing
The 90-day Software warranty begins upon its installation in BBB environment Payment Milestones
The below payment milestones shall be followed throughout the implementation.
Milestone Description Acceptance Criteria % of Contract Value 1 Project Kickoff Meeting Agenda and Minutes 50% of Software Licenses 5% of Services
2 Project Design Delivery of preliminary Project Design Document
15% of Services
3 Software Installation Installation of the Software in BBB test environment
25% of Services
50% of Software Licenses
4 Training Completion of Training 20% of Services
5 Acceptance TestingRound 1 Completion of Round 1 of
Acceptance Testing
20% of Services
6 Acceptance Testing -
Final
Resolution of critical and major
defects
15% of Services
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74 www.trapezegroup.com Confidential Not to be Disclosed Project Assumptions l Page 11 Project Assumptions
General Pricing Assumptions
1. This implementation is a fixed fee engagement.
2. Pricing does not include any applicable taxes or expenses associated with BBB or Clever and any of their resources assigned to the project.
3. Prior to sharing any proprietary information with 3rd party providers, a Non-Disclosure Agreement will need to be executed with Trapeze.
4. This project is expected to be complete within no more than three (3) months from the initial project kick-off meeting.
If the length of the project will exceed the proposed timeline due to BBB delays, a Project Change Order (CO) will need to be issued and agreed upon by both parties to accommodate any additional support services required to support the increased project duration.
5. Trapeze has included services to implement TSDE and export the data from FX through TSDE. It is expected that Clever will be responsible for importing the data and making it available for any Clever project related activities.
6. -the- bed in the most
current literature.
7. All Software will take advantage of the existing Trapeze infrastructure, data sources and software unless otherwise stated.
8. Clever/BBB are responsible for the purchase and installation of any required server hardware and
9. A BBB system administrator will be readily available for all configuration, installation, testing and deployment activities.
10. It is the responsibility of Clever/BBB to interface with TSDE data elements.
11. Licenses are based on the following operational characteristics:
Up to 195 peak vehicles
12. All services will be performed utilizing BBB he FX Software. However BBB is encouraged to upgrade to the latest version of FX.
13. Any integration with third party software or systems will be the responsibility of Clever/BBB.
14. 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.
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74 www.trapezegroup.com Confidential Not to be Disclosed Project Assumptions l Page 12
15. If Clever/BBB determines a need for additional support from Trapeze to review and correct any data integrity issues or training, these services will need to be addressed through the Trapeze change order process.
a. Clever/BBB is responsible for correcting all FX data issues as raised by downstream consumers of the TSDE data.
16. All services will be performed remotely.
17. Pricing is valid until September 15th, 2021.
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74 5 Exhibit B-5
Scope of Services, Trapeze OPS-MON
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74 www.trapezegroup.com Confidential Not to be Disclosed Introduction l Page 1 Introduction
The purpose of this document is to provide Big Blue Bus ( BBB ), with a quote and scope of work for the deployment of OPS-MON. By implementing the OPS-MON, BBB will be able to pass data from Trapeze OPS to the downstream 3rd party consumers specifically the CAD/AVL System from Clever. This document outlines the implementation services to be provided by Trapeze, as well as the support required from BBB and Clever staff and resources.
OPS-MON provides three one-way (outbound) tables containing the following real-time information:
Employee master file information
Vehicle master file information
Vehicle/work/assignment information
In addition, Trapeze will be customizing the OPS-MON module to include the following for BBB:
Implementation of the operational events import to import incidents from a 3rd party CAD/AVL system.
A new custom import to import real-time pull-in/out time from a CAD/AVL system This document will outline the services needed to implement the Software and the efforts required from Trapeze, BBB and Clever.
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 deliver the Trapeze solution 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 Trapeze solution.
Implementation Methodology Overview
This project will be executed in a phased approach, with key activities identified below:
1. Project Kick-Off
2. Project Design
3. Software Configuration
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74 www.trapezegroup.com Confidential Not to be Disclosed Project Implementation Approach l Page 2
4. Software Development
5. Internal Acceptance Testing
6. Software Installation
7. Installation Testing
8. Training
9. Acceptance Testing
10. Deployment and Closure
Project Implementation Approach
Project Kick-Off
Following contract execution, Trapeze, BBB and Clever will hold a remote project kick-off meeting to align stakeholders on project scope and timelines, as well as review roles, responsibilities, key risks, and preliminary project schedule. Project teams from Trapeze, BBB and Clever (as required) are expected to attend the kick-off meeting.
Project Design
The Project Design meetings for OPS-MON will be held remotely over the course of up to one (1) day. In preparation for these discussions, BBB/Clever will be expected to provide Trapeze with any relevant operational materials and/or documentation requested.
The following topics will be covered during these meetings and calls:
BBB business needs
Current operational environment (policies/procedures) as they relate to CAD/AVL System Software configuration
OPS-MON and Clever Integration
Project timelines
Testing, training, and transition strategies
A preliminary Project Design Document outlining deliverables, goals and objectives, configurations, and expected project timelines for the implementation will be prepared by Trapeze and shared with BBB/Clever after the initial Project Design meetings. During the review process, non-standard Software functionality may be identified beyond any in-scope customizations. If desired, Trapeze will provide estimates to address these gap items, however addressing any such gaps will be considered out-of-scope and may result in additional costs.
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74 www.trapezegroup.com Confidential Not to be Disclosed Project Implementation Approach l Page 3 Following completion of the preliminary Project Design Document, Trapeze will provide BBB/Clever with the document to review and provide comments. BBB/Clever will have five (5) business days to complete this review, after which the Trapeze project manager will coordinate a meeting with BBB/Clever comments. Following this meeting, Trapeze will revise the Project Design Document to address BBB/Clever comments and feedback and will provide a finalized Project Design Document.
Software Configuration
Trapeze will configure the OPS-MON rules based on the standard functionality of the product. The version of OPSMON implemented during this project will align with BBB settings will be determined during the Project Design activities and documented appropriately. These configurations will then be utilized for Internal Acceptance Testing.
Software Development
Trapeze will provide custom development services that are required for adding the following scope:
Implementation of the operational events import that would enable import of incidents from a thirdparty CAD/AVL system.
A new custom import to import real-time pull-in/pull-out time from the CAD/AVL system with the following details:
o Creation of a new service with two (2) methods
UpdatePullInTime and UpdatePullOutTime.
Expected parameters for it will be: EventTime, Date, and VehicleNumber. OPS will then find the appropriate block based on EventTime and VehicleNumber and will adjust the ActualFromTime and ActualToTime as specified.
When changing the ActualFromTime and ActualToTime, OPS Will log these events in a new table (OPSPullInOutTimeLog: DailyBlockId, TransactionDate, TransactionTime, OriginalFromTime, OriginalToTime, NewFromTime, NewToTime).
There will not be a view for this log table in OPS, however, it is possible to query the database when needed for trouble shooting.
Trapeze will add detailed tracing activities in the new service methods for the purpose of integration trouble shooting. Further, a security key will also be added for the service.
Internal Acceptance Testing
Internal Acceptance Testing (IAT) is completed by Trapeze before any Software is installed in BBB environment. 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, Trapeze Technical Product Specialists will run a series of tests in a local testing environment to ensure that all Software is functioning properly against BBB DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74 www.trapezegroup.com Confidential Not to be Disclosed Project Implementation Approach l Page 4 This allows Trapeze to proactively determine any potential data-related issues and ensures that all standard setup and configuration tasks can be performed for BBB, as well as validates that all branded Software is functioning as expected.
Clever is expected to provide support, including tools, data, and p environment. Activities completed as part of this test may include simulating data exchange as will be performed Software Installation
Following the completion IAT, Trapeze will work with Clever and BBB to remotely install and configure the Software in BBB test environment. The installation into test environment will be used to carry out the testing and training activities. BBB will be required to complete all hardware installations (including all server configurations) in time for the installation. To assist Trapeze with the installation, BBB will provide remote access (VPN, etc.) to all necessary servers. If remote access is unavailable, Zoom will be used as an alternate method for connecting to the servers. Clever will provide support to assist in connecting the Trapeze software to the Clever system.
Installation Testing
Installation Testing will occur after the new Software has been installed in BBB test environment. This testing is designed to ensure the Software is functioning properly within BBB as well as with third party software, as necessary. Installation Testing will also ensure successful demonstration of all requirements as documented in the Project Design Document.
During Installation Testing, BBB will grant Trapeze access to their servers so that Trapeze can perform testing of key Software functionality and validate the Software is functioning properly in BBB Installation Testing, Trapeze will validate the following:
Applications are connected to the appropriate database(s) General Software functionality is working as designed
All configurations and settings are functioning as agreed upon in the Project Design Document Clever will support this testing, ensuring that the Clever piece of this integration is working as described in the project design document.
Upon completion of Installation Testing, Trapeze will work with BBB to schedule training.
Training
Training Requirements
In order to facilitate remote training, BBB is responsible for setting up a dedicated classroom environment and include the following training equipment:
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74 www.trapezegroup.com Confidential Not to be Disclosed Project Implementation Approach l Page 5 A networked computer for each trainee, with access to the test system Whiteboard and markers
LCD projector
If the above-listed items are not available, Trapeze will work with BBB to identify alternative arrangements. In addition to training Trapeze will provide one (1) digital copy of all available user manuals. If desired, BBB can create additional hard copies for their users.
Training Delivery
Trapeze OPS-MON system administrator training will be based on standard training agendas and sessions vary in length based on topic. Trapeze will provide one (1) resource to assist BBB with the training session, which will be conducted remotely via Zoom Meeting. A detailed training agenda will be provided by Trapeze prior to the start of training. Training sessions cannot exceed eight (8) employees per session.
The following table outlines the proposed training for this implementation:
Module Training Topic Duration (Days) On-site/Remote
OPS-MON Subject Matter Expert Training 0.5 Remote
Acceptance Testing
Acceptance Testing involves BBB utilizing the new Trapeze Software in the test environment to ensure it responds accurately to user inputs and all features and functions work as specified in the Project Design Document.
Trapeze will provide a resource for up to two (2) days to remotely begin the Acceptance Testing activities.
Following the remote support, BBB will have ten (10) business days in which to perform an initial comprehensive end-to-end round of Acceptance Testing.
All subsequent end-to-end rounds of Acceptance Testing must be completed in no more than five (5) business days.
Testing Defect Review Tracking and Resolution
During Acceptance Testing, BBB and Clever will document and prioritize any defects encountered throughout the testing period (if any exist). Following the completion of a round of testing, BBB and Clever 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. o 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.
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74 www.trapezegroup.com Confidential Not to be Disclosed Project Implementation Approach l Page 6 Performance defects leading to unavailability or loss of functionality.
2. Major Defect partially impairs critical functionality. A workaround is available but difficult to execute. o 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. o 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
BBB 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. BBB and Clever 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 BBB will be asked to execute another round of Acceptance Testing.
Once BBB confirms that all critical and major defects have been resolved, Acceptance Testing will be considered complete and the Software deemed ready for production use. BBB 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.
Deployment and Closure
production environment so that it can be used to support live operations.
BBB and Clever SMEs are expected to be the first level support for end users during the deployment activities.
SMEs will be expected to provide support on the use of the new system, answer questions regarding functions that may be unfamiliar, and reinforce key functionalities.
Deployment Support
Trapeze will provide remote go-live support for the launch of the new Software over the course of one (1) week.
BBB can leverage these services during standard business hours to address any non-critical questions or support needs that may arise from using the Software to support live operations.
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74 www.trapezegroup.com Confidential Not to be Disclosed Responsibilities and Deliverables l Page 7 Closure
At the completion of the one (1) week deployment support period, all ongoing support will continue to be provided -term maintenance program. At this time, the project will be considered complete and project closure will be processed.
Responsibilities and Deliverables
Activity
Trapeze
Responsibilities
BBB/Clever Responsibilities Deliverables
Project Kick-Off
Lead project kick-off
meeting
Develop and
maintain project
schedule
Provide input for Clever and
BBB-led activities
Provide database backup
Ensure all appropriate staff
attend the kick-off meeting
Assist with developing and
maintaining the project schedule
Kick-Off
meeting
Preliminary
project
schedule
(revised as
necessary)
Preliminary
Project Plan
Project Design Conduct Project
Design meetings
Participate in Project Design
meetings
Provide documentation as
requested
Review Project Design
Document and provide
comments/feedback
Sign off on finalized Project
Design Document
Finalized
Project Design
Document
Finalized
Project
Schedule
Software Configuration
Configure the
Software as
documented in the
Project Design
Document
Provide a back up of the
production MMS database
Configured
Software in the
test
environment
Software Development Complete custom
development Consult as necessary
Completed
custom
development
as per Section
3.4 Internal Acceptance
Testing
Perform Internal
Acceptance Testing
Provide data as necessary
Provide support as necessary
Software Installation
Install Software in
BBB
environment
Complete all hardware
installation(s)
Provide access to test
environment
Manage servers, databases,
backup procedures, database
maintenance practices, and
Windows environments and
security
Install Trapeze pre-requisite
Software (e.g. ODBC
Installed
Software in
BBB
environment
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74 www.trapezegroup.com Confidential Not to be Disclosed Project Duration l Page 8 Activity
Trapeze
Responsibilities
BBB/Clever Responsibilities Deliverables
connections, database servers,
etc.)
Installation Testing Perform Installation
Testing
Provide technical consulting and
testing support as required
Provide access to test
environment
Training
Review training
topics with BBB
Conduct training
sessions
Ensure trainees are prepared
and engaged in all training
activities
Training
agenda
Completed
training
sessions
Available user
manuals
Acceptance Testing Support BBB during
Acceptance Testing
Perform Acceptance Testing
Complete prioritization of
defect(s)
Re-test defect resolutions
Escalate defects to the
appropriate Trapeze resource
Prioritized
defects log
Software
releases, as
necessary
Deployment and Closure
Migrate Software to
BBB
environment
Provide remote
support for one (1)
week for Software
rollout
Escalate defects to appropriate
Trapeze Technical Product
Specialists
Update production system to
ensure all records are up to date
Ensure data accuracy
Confirm connectivity, logins, etc.
Trapeze
Software is
operational and
functional in
BBB
production
environment
Project Duration
This implementation is expected to be completed within three (3) 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 BBB.
If the length of the project exceeds three (3) months from the kick-off meeting, either due to BBB 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 BBB and Clever for the duration of the project. Trapeze will also require BBB and Clever assign a project manager for this implementation. The three project managers will work together to ensure consistent dialogue is maintained through well-established communication channels.
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74 www.trapezegroup.com Confidential Not to be Disclosed l Page 9 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.
Milestone Sign-Offs: With each completed milestone, Clever/BBB will be asked to sign off on the milestone and confirm agreement with project moving forward.
Clever/BBB
Outlined below are estimated resource allocations to support the implementation and effort defined in this statement of work.
Resource Resource Allocation Responsibilities
Project Manager
30% of their time for
the full duration of the
project
Coordinate all resources from BBB and Clever
Coordinate conference calls and meetings, as required
Coordinate completion of Acceptance Testing
Coordinate BBB and Clever activities
Work with the Trapeze project manager to identify
risks, issues, and mitigations throughout the project
Subject Matter
Experts
(BBB and Clever)
20% of their time for
the full duration of the
project
100% during SME
Training
Participate in the completion of the Project Design
activities, as well as BBB and Clever activities
Participate in the review of all documentation
BBB SMEs to participate in the SME training
Assist project manager with completion of Acceptance
Testing
Assist with Software deployment activities
System
Administrators / IT
25% of their time
during Software
Installation, Testing,
and Deployment
Assist with troubleshooting network or technical issues Provide access to servers as necessary throughout the
project
Maintain system security controls & permissions, user
accounts, etc.
Assist with Software deployment activities
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74 www.trapezegroup.com Confidential Not to be Disclosed Project Budget l Page 10 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 Licenses $61,537
2 Implementation Services $53,450
Management Discount ($26,005)
Total Cost $88,982
Long Term Support
Item Description Cost (USD)
1 90-day Warranty Included
2 Year 1 Maintenance $12,307
Long Term Support Notes:
All subsequent maintenance renewal fees will be based on the operational characteristics of BBB at the -current pricing
The 90-day Software warranty begins upon its installation in BBB environment Payment Milestones
The below payment milestones shall be followed throughout the implementation.
Milestone Description Acceptance Criteria % of Contract Value 1 Project Kick Off Completion of Project Kick off
meeting
50% of Software Licenses
2 Project Design Delivery of preliminary Project Design Document
25% of Services
3 Software Installation Installation of the Software in BBB test environment
50% of Licenses
25% of Services
4 Training Completion of SME training 25% of Services
5 Acceptance TestingRound 1 Completion of Round 1 of
Acceptance Testing
15% of Services
6 Acceptance Testing -
Final
Resolution of critical and major
defects
10% of Services
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74 www.trapezegroup.com Confidential Not to be Disclosed Project Assumptions l Page 11 Project Assumptions
General Pricing Assumptions
1. This implementation is a fixed fee engagement.
2. Prices for this fixed fee engagement will be honoured if BBB completes sign off on this agreement by no later than September 30, 2021. Should BBB choose not to execute contract signing by this date, Trapeze will no longer honour the services pricing listed in this scope of work.
3. Pricing does not include any applicable taxes or expenses associated with BBB/Clever and any of their resources assigned to the project.
4. Prior to sharing any proprietary information with 3rd party providers, a Non-Disclosure Agreement will need to be executed with Trapeze.
5. This project is expected to be complete within no more than three (3) months from the initial project kick-off meeting.
If the length of the project will exceed the proposed timeline due to BBB delays, a Change Order will need to be issued and agreed upon by both parties to accommodate any additional support services required to support the increased project duration.
6. The S -thecurrent literature.
7. The standard, out-of-box Software and solution delivery approach will be provided as described in the most current Software literature
8. All Software will take advantage of the existing Trapeze infrastructure, data sources and software unless otherwise stated.
9. Clever/BBB are responsible for the purchase and installation of any required server hardware and
10. A BBB system administrator will be readily available for all configuration, installation, testing and deployment activities.
11. Licenses are based on the following operational characteristics:
Up to 317 OPS processed employees
12. Any integration with third party software or systems will be the responsibility of Clever/BBB.
13. 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.
14. If Clever/BBB determines a need for additional support from Trapeze to review and correct any data integrity issues or training, these services will need to be addressed through the Trapeze change order process.
a. Clever/BBB are responsible for correcting all OPS data issues as raised by downstream consumers of the data.
15. All services will be performed remotely.
16. Pricing is valid until September 15th, 2021.
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74 6 Exhibit C-5
Budget
New Licensed Products and Additional Services shall not exceed $255,180:
1. Trapeze Standard Data Exchange (TSDE) Software Licenses and Services
2. Trapeze OPS-MON Software Licenses and Services
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74